The Football Association Premier League Limited et al v. Youtube, Inc. et al

Filing 276

DECLARATION of Elizabeth Anne Figueira, Esq. in Opposition re: 167 MOTION for Summary Judgment.. Document filed by The Music Force LLC, Cal IV Entertainment, LLC, Cherry Lane Music Publishing Company, Inc., The Football Association Premier League Limited, Robert Tur, National Music Publishers' Association, The Rodgers & Hammerstein Organization, Edward B. Marks Music Company, Freddy Bienstock Music Company, Alley Music Corporation, X-Ray Dog Music, Inc., Federation Francaise De Tennis, The Scottish Premier League Limited, The Music Force Media Group LLC, Sin-Drome Records, Ltd., Murbo Music Publishing, Inc., Stage Three Music (US), Inc., Bourne Co.. (Attachments: # 1 Exhibit 189, # 2 Exhibit 190, # 3 Exhibit 191, # 4 Exhibit 192, # 5 Exhibit 193, # 6 Exhibit 194, # 7 Exhibit 195, # 8 Exhibit 196, # 9 Exhibit 197, # 10 Exhibit 198, # 11 Exhibit 199, # 12 Exhibit 200, # 13 Exhibit 201, # 14 Exhibit 202, # 15 Exhibit 203, # 16 Exhibit 204, # 17 Exhibit 205, # 18 Exhibit 206, # 19 Exhibit 207, # 20 Exhibit 208, # 21 Exhibit 209, # 22 Exhibit 210, # 23 Exhibit 211, # 24 Exhibit 212, # 25 Exhibit 213, # 26 Exhibit 214, # 27 Exhibit 215, # 28 Exhibit 216, # 29 Exhibit 217, # 30 Exhibit 218, # 31 Exhibit 219, # 32 Exhibit 220, # 33 Exhibit 221, # 34 Exhibit 222, # 35 Exhibit 223, # 36 Exhibit 224 Part 1, # 37 Exhibit 224 Part 2, # 38 Exhibit 225, # 39 Exhibit 226, # 40 Exhibit 227 Part 1, # 41 Exhibit 227 Part 2, # 42 Exhibit 227 Part 3, # 43 Exhibit 227 Part 4, # 44 Exhibit 228, # 45 Exhibit 229, # 46 Exhibit 230, # 47 Exhibit 231, # 48 Exhibit 232, # 49 Exhibit 233, # 50 Exhibit 234, # 51 Exhibit 235, # 52 Exhibit 236, # 53 Exhibit 237, # 54 Exhibit 238, # 55 Exhibit 239, # 56 Exhibit 240, # 57 Exhibit 241, # 58 Exhibit 242, # 59 Exhibit 243, # 60 Exhibit 244, # 61 Exhibit 245, # 62 Exhibit 246, # 63 Exhibit 247, # 64 Exhibit 248, # 65 Exhibit 249, # 66 Exhibit 250, # 67 Exhibit 251, # 68 Exhibit 252, # 69 Exhibit 253, # 70 Exhibit 254, # 71 Exhibit 255, # 72 Exhibit 256, # 73 Exhibit 257, # 74 Exhibit 258, # 75 Exhibit 259, # 76 Exhibit 260, # 77 Exhibit 261, # 78 Exhibit 262, # 79 Exhibit 263, # 80 Exhibit 264, # 81 Exhibit 265, # 82 Exhibit 266, # 83 Exhibit 267, # 84 Exhibit 268, # 85 Exhibit 269, # 86 Exhibit 270, # 87 Exhibit 271, # 88 Exhibit 272 Part 1, # 89 Exhibit 272-2, # 90 Exhibit 272 Part 3, # 91 Exhibit 272 Part 4, # 92 Exhibit 272 Part 5, # 93 Exhibit 272 Part 6, # 94 Exhibit 272 Part 7, # 95 Exhibit 272 Part 8, # 96 Exhibit 272 Part 9, # 97 Exhibit 272 Part 10, # 98 Exhibit 272 Part 11, # 99 Exhibit 272 Part 12, # 100 Exhibit 272 Part 13, # 101 Exhibit 272 Part 14, # 102 Exhibit 272 Part 15, # 103 Exhibit 272 Part 16, # 104 Exhibit 272 Part 17, # 105 Exhibit 272 Part 18, # 106 Exhibit 272 Part 19, # 107 Exhibit 273, # 108 Exhibit 274, # 109 Exhibit 275, # 110 Exhibit 276, # 111 Exhibit 277, # 112 Exhibit 278, # 113 Exhibit 279, # 114 Exhibit 280, # 115 Exhibit 281, # 116 Exhibit 282, # 117 Exhibit 283, # 118 Exhibit 284, # 119 Exhibit 285, # 120 Exhibit 286, # 121 Exhibit 287, # 122 Exhibit 288, # 123 Exhibit 289, # 124 Exhibit 290, # 125 Exhibit 291, # 126 Exhibit 292, # 127 Exhibit 293, # 128 Exhibit 294, # 129 Exhibit 295, # 130 Exhibit 296, # 131 Exhibit 297, # 132 Exhibit 298, # 133 Exhibit 299, # 134 Exhibit 300, # 135 Exhibit 301, # 136 Exhibit 302, # 137 Exhibit 303, # 138 Exhibit 304, # 139 Exhibit 305, # 140 Exhibit 306, # 141 Exhibit 307, # 142 Exhibit 308, # 143 Exhibit 309, # 144 Exhibit 310, # 145 Exhibit 311, # 146 Exhibit 312, # 147 Exhibit 313, # 148 Exhibit 314, # 149 Exhibit 315, # 150 Exhibit 316, # 151 Exhibit 317, # 152 Exhibit 318, # 153 Exhibit 319, # 154 Exhibit 320, # 155 Exhibit 321, # 156 Exhibit 322, # 157 Exhibit 323, # 158 Exhibit 324, # 159 Exhibit 325, # 160 Exhibit 326, # 161 Exhibit 327, # 162 Exhibit 328, # 163 Exhibit 329, # 164 Exhibit 330, # 165 Exhibit 331, # 166 Exhibit 332, # 167 Exhibit 333 Part 1, # 168 Exhibit 333 Part 2, # 169 Exhibit 334, # 170 Exhibit 335, # 171 Exhibit 336, # 172 Exhibit 337, # 173 Exhibit 338)(Figueira, Elizabeth)

Figueira

Deci

Tab

333-Part

THIS AGREEMENT is made the 1989 day of OF RICHARD RODGERS AltO HAMMERSTEIN NUIC BETWEEN ESTATE THEATRE CO INC dba WILLIAMSON MUSIC COMPANY AND ESTATE OF AND PHILIP RICHARD RODGERS ESTATE OF DOROTHY HAMMERSTEIN AND WILLIAM HAMMERSTEIN ZIMET as Trustees u/w OSCAR HAMMERSTEIN II dba WILLIAMSON MUSIC INTERNATIONAL of 598 Madison Avenue New 10022 U.S.A York N.Y Company of the one part and EMI MUSIC PUBLISHING LIMITED of 127 Charing Cross Road London WC2E OEA ENGLAND the Publisher of the other part and is supplemental to the agreement entered into between and the Publisher dated 1st January 1989 as Company the same been extended and amended the may have

Agreement
WHEREAS the parties hereto the manner set out below NOW
IT IS

desire

to

amend

the

Agreement

in

HEREBY

AGREED

as

follows

Publisher acknowledges that as of the date hereof Publisher has undergone of management change thereby giving rise to Companys right and option pursuant to of the Agreement to terminate all Paragraph 15a to Publisher under the Agreement grants of rights to the contrary contained or Notwithstanding anything in the Agreement implied companys said right and option terminate pursuant to said Paragraph 15a shall continue throughout the Term and extension thereof any

iv

to

iv

By

way

Publisher

of clarification at Clause

.3

of

the
by

iii

and

such term Agreement without limitation
in

shall

mean

initiated expression Clause in the of example but way

by

that the Publisher respect of Cover Recordings the artists management or an artist approach or written or verbal proposal record company with specific record suggesting the artist should specified defined in the Agreement and shall supply Composition as to the artist lead sheet of such recording or and Composition
shall in respect of synchronization license the Publisher shall approach an advertising with agency specific written or verbal proposal that they should use and shall supply specified Composition in an advertisement to the advertising of such agency recording or lead sheet Composition is accepted and agreed that Cover Recordings or result of blanket synchronization licenses procured as of catalogue general submissions whether listings or recordings of selections therefrom shall not gualify as having been initiated by Publisher It

or

020290

Confidential

RHOO1 11568

RHOO1

11568

of the Notwithstanding Paragraphs 3.1e and if Company shall direct any society or agent to Agreement to Williamson pay to Publisher any monies formerly owed Music Limited British corporation earned and/or and/or accrued with respect to the Compositions prior to the Term commission of five Publisher shall be entitled to of the amount of such monies and said percent cbmmission shall for all purposes of the Agreement be deemed Fee The balance of said monies shall be paid Management with the provisions of by Publisher to Company in accordance of the Agreement 11 Paragraph

5%

The

following

Paragraph

15c

of

shall be inserted the Agreement

as

new

event that Company shall give notice to intention to terminate pursuant to hereof Company shall give Publisher at 15a least 30 to terminate thirty days notice of its intention termination shall take effect 30 thirty and such days after the date of such notice or the end of the accounting such notice is given whichever shall be period in which
In of the

Publisher Paragraph

its

iv

later

All remain AS

other

terms

and

conditions

of

the

Agreement

shall

unaltered
hands of the

before

WITNESS the written

parties

the

day

and

year

first

SIGNED

by MUSIC

WILLIAMSON

INTERNATIONAL

in

the

presence

of

WILLIANSH

MUSIC

COMPANY

in

the

presence

of

.Tc.17

SIGNED

by

ANDby
Directors
of EMI for and on behalf MUSIC

PUBLISHING
LIMITED

Confidential

RHOO1 11569

RHOO1

11569

effective as of the 1st day of between Estate of Richard Rodgers and Hammerstein Music Theatre Inc d/b/a/ Williamson Estate of Music Company and Estate of Richard Rodgers Hammerstein and Philip Zimet and William Dorothy II d/b/i flammerstein as Trustees u/w Oscar Hammerstein Music their offices at Williamson International having 598 Madison Avenue New York New York 10022 herein referred to as Company and ENI Music collectively at 127 Charing Publishing Limited having their offices Cross WC2H OEA England herein referred to as Road London
dated by and

AGREEMENT

January

1989

and

Co

Publisher

WHEREAS Company desires that Publisher manage and exploit certain of its rights in and to the musical hereof the compositions subject to Paragraph throughout world excluding the United States and Canada upon all the tens and conditions contained herein

NOW
covenants follows

in consideration of the premises and THEREFORE as herein contained the parties do hereby agree

Definitions
1.1

flcsitionsJs

The

term

Compositionss
of

as

used herein shall mean to the extent or ownership and control therein

Companys

control

controlled

or

All musical compositions which are controlled by Company as listed in

owned

and

Schedule

hereof

and All musical compositions hereafter during the Tern controlled by Company

Compositions controlled or

except the Excluded owned and acquired

For all purposes hereof Compositionss but not be limited to the include titles words lyrics and music thereof and all interpolations collections compilations and all arrangements adaptations editions and translations thereof versions shall

020189

Confidential

RHOO1 11570

RHO01 11570

Excluded 1.2 The term Excluded Compositionst as used herein shall mean all musical Compositions as of the date hereof are owned and compositions which controlled or controlled by company and are subject to pre existing and outstanding management and administration are owned or controlled agreements by company in which Company does not have controlling interest but not limited to all of the musical including HEAR WALTZ and GYPSY are owned compositions of DO or controlled by company owned or controlled by Company and which are governed by another managerial or administration agreement in effect as of the date hereof are acquired the date hereof and and/or by Company after subject to and/or are at the time of such acquisition to another managerial or required to be subject administration agreement Schedule excludes any Excluded
Coripositions 1.3

used

herein

Grass Receipts shall mean

The

term

Gross Receipts

as

All monies actually received hereunder by Publisher in the United Kingdom or finally credited to Publishers account by its collection agents affiliates subsidiaries and/or licensees from the exploitation of the Compositions in the United Kingdom the U.K Gross

Receipts

and

All monies actually received hereunder by Publisher in the United Kingdom credited to or finally Publishers account by its collection agents or foreign whether or not affiliated or unaffiliated subpublishers from the exploitation of the Compositions throughout the the United Kingdom Territory excluding the Foreign Gross

Receipts
17-1/2%
and of the sum equal to seventeen and onehalf percent retail selling price of all printed copies the compositions sold in and not returned the provisions of this Agreement shall be

editions of accordance with deemed to be the Gross Receipts derived by Publisher from such and editions and in the event such printed copies other musical compositions in or editions contain copies addition to Compositions hereunder such royalty shall be prorated portion of such seventeen and onehalf percent 171/2% which proration shall be in accordance with the ratio of the Compositions to the total number of copyrighted musical compositions of Compositions contained inclusive

therein

Confidential

RHOO1

11571

RHOO1

11571

Notwithstanding anything to the contrary herein contained the Gross Receipts shall be calculated as not less than one hundred percent 100% of the amounts its subpublishers or finally actually received by Publisher credited to such subpublishers accounts or not whether such subpublishers are affiliated or unaffiliated with at the source as if this Agreement Publisher computed had been made between subpublisher Company and each such with and calculated to each respect country from which of exchange such amounts originate at the rate in effect at time of Publishers receipt thereof the provided however that Publisher shall be deemed to have received any Gross Receipts collected by its affiliates no later than nine months following the date of such affiliates receipt of such where such Gross Receipts except in instances affiliates are prevented by reasons beyond their or Publishers control from remitting such Gross Receipts to in which case the date of Publishers actual Publisher shall receipt apply always subject to Paragraph 11.6 hereof For example and by way of illustration only if EMI Music Publishing France S.A is Publishers subpublisher in France the Gross Receipts applicable to such territory shall mean one hundred of EMI Music percent Publishing France S.A.s Gross Receipts in France set applicable to the Compositions and the Management Fees forth in Paragraph hereof shall be computed thereon and shall be the entire Management Fees therefor

100

the generality of the Notwithstanding the expression at the source shall allow foregoing the following deductions only

for

commissions and/or fees deducted by mechanical performing right societies societies or any other industryright wide collection agencies established for any purpose relating to the exploitation of musical compositions and

ii

any amounts paid by way of remuneration to arrangers adaptors and translators if required by the rules and regulations of the applicable performing and/or

mechanical
of the

rights

societies
or any

Compositions

in respect of them

Gross Receipts shall include that proportion right or other society any performing and mechanical rebate of commissions received by Publisher its
of

Confidential

RHOO1 11572

RHOO1

11572

affiliates and subpublishers which the total society clearly and identifiably attributable to the Compositions during the semiannual period for which such rebate is received bears to all income to Publisher its subsidiaries paid by such society affiliates or subpublishers as the case may be including income attributable to the for such Compositions period like proportion Gross Receipts shall also include of its subsidiaries payments made by any society to Publisher and subpublishers in connection with new forms affiliates of exploitation of music without limitation including levies on blank tape to applicable law Publisher subject shall use its reasonable efforts to collect and in include Gross like proportion of socalled black box Receipts income from Italy subsidiaries
income from such 1.4

Term
Direct

The

Term

as

period commencing January December 31 1991
1.5

1989

used herein shall and terminating

mean

the

Costs The term Direct Costs as used mean and include all taxes excluding taxes on and profits and the equivalent income thereof directly attributable to any part of the Gross Receipts the cost of converting foreign currency from the Territory into Sterling and the cost of remitting same to the United Kingdom copyright registration and renewal fees all costs and expenses of creating so-called demo records embodying the disc recordings Compositions but not including the compact referred to in Paragraph 12 below provided that no costs or expenses in excess of five hundred $500.00 dollars shall be incurred with respect to any such demo records of any Composition without Companys prior written consent of Paragraph arid subject to the provisions 3.2f hereof costs and expenses Salaries of employees advertising engaged by Publisher and Publishers overhead except as herein specifically provided shall not be charged as Direct
herein
shall

Costs
1.6 shall

Territory
the

mean

world

The term Territory as used the United States and excluding

herein Canada

deletedl Administration
3.1 Grant of

Rights

provii
agreements of the day

of Administration Rights Subject to the to Paragraph 3.2 hereof and subject further with third parties effective prior to the first Term and except as to the contrary provided

Confidential

RHOO1 11573

RHOO1

11573

exclusive to Publisher the sole and Company grants the Tern as during right to act throughout the Territory in and to the the exclusive administrator of those rights Compositions hereinafter set forth

therein

The and obligation to secure right copyright registration and renewal copyright registration in the in such Compositions or in any derivative works thereof name or names as Company may designate under any law now in effect or hereinafter enacted The of publication right printing mechanical or other reproduction performance synchronization sale exploitation revision arrangement and disposition now or adaptation translation use hereafter known provided however that all print and shall be nonexclusive and for non publication rights editions only and further provided that Englishlanguage unless prohibited by the rules and regulations of the local performing or mechanical right societies any adaptations arrangements and/or translations created hereunder shall be result of employmentfor-hire term is created as as such understood under United States copyright law and in any event shall be owned administered by by Company and Publisher under the terms and conditions hereof it being understood and agreed that in the rights any derivative Compositions acquired or created by Publisher shall be deemed held by Publisher for the benefit of the company and that upon the expiration of the Ten hereof shall be assigned by Publisher to Company

The nonexclusive right at all times to use and to allow others to use its name and the names photographs likenesses portraits images autograph and biographical material of the writers of the facsimiles the Compositions and on and Compositions in connection with in institutional advertisements and publicity for Publisher and promotion and exploitation of the Compositions
The and enter into right to license agreements to or with any person or entity including but not limited to affiliates of Publisher with respect to the the right to Compositions provided that Company shall have approve the foreign subpublishers to which Publisher licenses any of the rights granted by Company to Publisher it being understood that all of Publishers hereunder foreign subpublishers as of the date hereof are hereby deemed approved

Confidential

RHOO1 11574

RHOO1

11574

to Paragraph Subject 3.3b the right and collect any and all noiiTs accruing or earned of the Compositions during the Term other than writers share of performance fees which shall not exceed in any country of the Territory that 6/12 provided Publisher shall not incur any collection costs without Companys prior written consent but such right of Consent to costs shall not apply charged to Publisher and/or Company in any by any mechanical and/or performing rights society of the Territory It is understood and agreed that country Publisher shall have no right to collect any monies earned of the and/or accrued in respect Compositions prior to the Term hereof

obligation in respect

to

3.2

Qualifications

to

Grant

of

Administration

Rights
set forth Notwithstanding anything to the contrary 3.1 hereof the Paragraph following shall constitute to Publishers administration rights qualifications in

hereunder
and Publisher mutually Company of Richard Rodgers and Oscar

that
and

the
all

Estates

acknowledge Hammerstein

II

other writers represented by Company have specifically reserved to themselves all dramatic and/or so called grand rights in the Compositions and the proceeds therefrom including but not limited to the right to cause the live Compositions to be performed on stage before and accordingly not audience Company may not and does hereby grant to Publisher any grand rights hereunder
all Company specifically reserves to itself so-called performance material rental or and concert and the proceeds as well as all rights therefrom and the English-language print and publication rights therefrom proceeds

hire

the Compositions Publisher affiliates and/or to companies under common ownership with Publisher on an arms length basis and on terms no more favorable to such company than those generally prevailing in the music publishing industry respect
to to shall issue licenses its

With

Publisher may not issue mechanical licenses at less than the then current statutory rate or the rate fixed as applicable by industry practice and/or agreement without

Companys

prior written

consent

Confidential

RHOO1 11575

RHOO1

11575

Publisher hereby agrees to issue and to enter of Company any licenses with respect to the compositions requested by Company upon such terms as Company shall designate so long as such licences may in writing not be on terms more favorable to such licensee than those generally prevailing in the music publishing industry
into on behalf

Except with regard to non-exclusive licenses issued on terms synchronization and mechanical Publisher shall not issue customary in the music industry licenses with respect or enter into any to any agreements the Compositions for term in excess of the balance of the then remaining Term of this Agreement without Companys consent prior written Subject only to local industrywide agreements relating to blanket synchronization licenses Publisher shall advise Company in writing with respect to all requests for synchronization licenses and shall obtain to same If Companys prior written consent with respect Publisher deems in its best business judgment that any third party would usage of the Compositions proposed by not under any circumstances be acceptable to company then Publisher shall have the right to reject such request outright i.e without notification to company and shall to notify Company of such have no obligation rejected request
not authorize the creation or translations and/or adaptations of the of any of the Compositions or authorize changes deletions and/or substitutions additions of the said lyrics and/or melody without Companys prior written consent with respect to the foregoing subject of the applicable always to the rules and regulations performing and mechanical right societies shall

Publisher

use

of

versions foreign lyrics and/or melody

Publisher shall not exercise the tiname and likeness rights granted to it pursuant to Paragraph 3.1c hereof without Companys prior written consent It is further understood and agreed that all photographs likenesses portraits and images autograph facsimiles biographies to be used by Publisher as set forth in said shall be subject to companys Paragraph 3.1c prior written approval1 provided however that any of the above-mentioned materials supplied by Company to Publisher are hereby deemed approved

Confidential

RHOO1 11576

RHOO1

11576

Publisher shall not enter into so-called merchandising agreements and/or commercial agreements with respect to the Compositions without Companys prior written consent reserves the right to issue worldwide company for projects in the synchronization licenses originating United States or Canada and Publisher shall not be entitled to any portion of the proceeds therefrom With respect to for projects requests for worldwide synchronization licenses in the Territory originating subject only to industry-wide agreements relating to blanket synchronization licenses Publisher shall notify Company thereof and may issue for any country in the Territory in synchronization licenses accordance with this Agreement but Publisher shall have no in any synchronization license any rights right to include for the United States or Canada such rights being expressly reserved to Company
3.3

Collection

Period

otherwise revert to

as Upon the expiration of the Term except all rights shall provided herein automatically Company without further formality

Notwithstanding
for

the

expiration

of

the

Term

period of one year after the expiration of the Tern with respect to U.K Gross Receipts and for period of two years after the expiration of the Tent with respect to Foreign Gross Publisher shall have the Receipts exclusive and unlimited right to collect all subject to accountings hereunder monies earned and/or accrued with to the Compositions during the respect Term but not received during same and

ii

Publisher may continue for period of eighteen months to sell its inventory of printed copies of the Compositions existing as of the date of expiration of the Term and exercise the rights granted to it pursuant to in connection Paragraph 3.1b therewith provided that Publisher continues to account for and pay royalties on such sales Publisher sells such copies at its regular wholesale

18

Confidential

RHOO1 11577

RHOO1

11577

therefor and not as so-called distress merchandise and that Publisher does not such stockpile copies in contemplation of such In connection with the expiration date foregoing promptly after the expiration of the Term Publisher will forward to verified list of Publishers Company printed editions and the number of all printed copies and editions printed and/or published by Publisher and/or any third party entitled to exercise Publishers print rights remaining on hand Nothing contained herein shall be construed so as to prohibit Publisher from continuing to print publish and sell copies of any printed editions after the deletion of Compositions therefrom and/or the substitution of other musical compositions therefor and Company hereby consents to the foregoing
prices

iii

Cover Recording as defined phonograph recording initiated by Publisher during the Ten in any all as set country of the Territory forth in Paragraph below shall be placed for any Composition on the locally recognized charts in any of the United Kingdom France Genany or Japan Publisher shall be entitled to for collect period of one year after expiration of the Term only mechanical from said royalties derived Cover Recording after deduction of and its Management Fee as set forth in Paragraph hereof shall account for and pay to Company the balance of such mechanical with royalties in accordance 11 below Paragraph provided that Publisher shall have the right to recoup from such mechanical royalties the amount of any unrecouped advance paid or of pursuant to Paragraph this Agreement Publisher In the event is unable because of the rules of any local mechanical to right society collect monies due it pursuant to this Paragraph 3.3 company shall

if

5b

iii

.1

Confidential

RHOO1 11578

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11578

monies to be paid over to such Publisher at the time Company is entitled to receive same in Mew York
cause

city
In the event that after the expiration of Publisher above periods set forth in subparagraph to the Publisher receives monies applicable Compositions shall promptly remit one hundred percent 100% of such monies to Company or to Companys designee but in the case of monies received from performing and mechanical right record companies video companies and other societies companies paying Publisher royalties on regular basis Publisher shall refund such monies to the society or company which has paid same with the appropriate notice the

Within of 3.4 reasonable period following ececution Agreement Company shall furnish Publisher with all information available to Company regarding agreements with third parties effective prior to the first day of the Ten Publisher shall instruct its managing directors in each major country of the Territory to notify Company by March 15 1989 whether she has received from Companys former agent in such country all documents and information necessary for Publisher to exercise its rights hereunder
this 3.5 All rights not by

granted
and to

by

Company

hereunder

are

speciflaily reserved
Outside

Company

Ventures

Notwithstanding anything to the contrary contained is recognized that Company may venture into fields other than its music publishing business and that no income or expenditures attributable to such ventures shall be taken under this Pgreenient into account i.e monies earned from such ventures shall not be collectable by Publisher hereunder and thus not included in Gross Receipts If such ventures as hereinabove defined are undertaken the decisions and responsibility therefor shall be made and assumed solely by Company and Publisher shall have no voice therein responsibility therefor or right or power to interfere therewith Such ventures may be operated as division of Company and under Companys sole discretion and management

herein

it

Publishers

obligations

Publisher shall furnish company at Publishers company to be provided expense except as herein to the contrary provided pay

or
with

cause

and

and/or

10

Confidential

RHOO1 11579

RHOO1

11579

of such arrange for managerial supervision and the services personnel and such facilities and overhead items as may be of Companys copyrighting renewing care necessary to take copyrights maintaining copyrights bookkeeping billing and exploitation and whatever other licensing accountings facilities and overhead items are supervision services with generally provided by music publishing managers respect to the Compositions Publisher the shall ensure that on each copy of

Compositions published by Publisher or its licensees be printed the correct including sheet music there shall notice of copyright prescribed by Company and Publisher shall take all reasonable steps to ensure that on the label of each recording of the Compositions shall be printed the correct notice of ownership
to Companys Subject prior written consent Publisher shall take or other any appropriate legal proceedings in the Territory that are in the bona fide good faith business judgment of Publisher necessary to protect and enforce the copyright in the Compositions and collect all sums due from exploitation of the same and Company that it will give all reasonable assistance to agrees Publisher in this respect If upon Publishers recommendation Company agrees that Publisher should institute such proceedings and so notifies Publisher Publisher may sue in the name of Company as well as the name of Publisher or any permitted licensee or assign of Publisher should this be necessary or in the opinion of Publishers legal advisers desirable Company and Publisher shall contribute to the costs but not including limited to legal expenses incurred by or awarded against Publisher when taking legal or other proceedings to protect the copyright in the Compositions in the proportion they or would have participated in the Gross participate Receipts which gives rise to such arising from the transaction The net proceeds and proceedings after deduction of legal other reasonable expenses recovered by Company or Publisher or other pursuant to any legal proceedings as aforesaid and fees of including any royalties paid as consequence Publisher taking such be legal or other proceedings shall divided between Company and Publisher in the same proportion as are the costs In the event the costs as aforesaid that incurred by or awarded against Publisher in respect of any particular proceedings taken by Publisher to protect the in the Compositions shall exceed any proceeds copyright recovered company or Publisher in such proceedings company shall forthwith reimburse Publisher with the share of such costs payable by Company and if Company shall fail

11

Confidential

RHOO1 11580

RHO01 11580

make such reimbursement Publisher shall be entitled to deduct the share of such costs payable by Company from hereunder royalties and fees payable to Company advances
to In the event that Publisher declines to take of the protection of or other proceedings in respect legal the copyright in any particular Composition having been such requested so to do by Company then company may take

action as it deems necessary to protect the copyright in such Publisher shall give Composition at its own expense all assistance to Company in this respect at Companys expense that Company reasonably requires Any proceeds or other proceedings recovered by company from any legal taken by Company as aforesaid shall be retained by company Publisher or its licensee shall promptly supply Company with four gratis copies royalty free of each printed edition embodying Compositions promptly after the publication of same

deleted
Publisher shall during the Term of this conduct its business in substantially the same Agreement manner as it has during the two-year period immediately preceding the Ten Publisher shall provide company biannually with an Exploitation Report which shall be comprehensive informational report detailing Publishers efforts and activities in connection with the Compositions during the month period imrftediately preceding six Management
For

Fee
with respect to the Compositions following Management Fees of Gross Receipts

Publisher shall calculated as

its services retain the

percentage

With respect to synchronization and English language mechanical or phonograph recording licenses for any Composition if initiated by 30% Publisher thirty percent mechanical respect to foreign-language licenses for any phonograph recording if initiated by Publisher 40% Composition
With

or
forty

percent

12

Confidential

Ri-IDOl

11581

RHOO1

11581

With

issued respect to all other licenses hereunder for any Composition and all other Gross Receipts collected by Publisher hereunder 12-1/2% and one-half percent twelve

Notwithstanding anything to the contrary herein Publisher shall not be entitled to any Management Fee on Gross Receipts derived from print publications license shall qualify as having hereunder been published initiated by Publisher if Publisher shall have only notified Company in writing license of such prior to and shall provide all documentation initiating same license was in fact necessary to establish that such initiated by Publisher contained
Said Management Fees shall be applicable only with the respect to Gross Receipts earned and/or accrued during Term and shall not apply to monies earned and/or accrued prior to the Ten

Songwriter

Royalties
be solely responsible for and shall the writers of the Compositions

Company shall
pay all royalties due to

Publisher shall prepare and forward provided that however to Company on October and April of each year of the Term with October 1989 commencing royalty statements for such in the manner and form required by Company for song-writers the preceding semiannual period provided always that submitted to Publisher all documents Company shall have and/or information required by Publisher to prepare such statements Company Royalties Publisher shall pay to Company an hundred percent 100% of the Gross after deduction of Publishers accordance Management Fees with Paragraph
to all Direct amount

equal

to

one

Receipts

remaining

in

hereof

and

ii

sum

equal

Costs

All accountings hereunder shall be computed accordance with generally accepted accounting principles With respect to that portion of Gross consistently applied the publishers share of Receipts which constitutes credits and fees it is understood performance that the P.2.5 or other applicable performing rights society the in

13

Confidential

RHOO1 11582

RHOO1

11582

Society shall be authorized and directed credits and fees in respect of performances of the Compositions as follows
6/12

to and

allocate such broadcasts

to Publisher or an overseas and subpublisher as applicable 6/12 to the

authors

and

composers

of

the

Compositions Publisher shall use its best efforts to establish separate in each country account for the Compositions at each Society of the Territory Publisher shall include report of such credits and fees in Publishers semiannual reports to 11 below Company as provided in Paragraph
As an advance against monies payable to company pursuant to Paragraph hereof Publisher shall HUNDRED THOUSAND pay to Company the sum of 900000NINE POUNDS as follows STERLING

8a

300000
of this

on January 1989 or upon whichever is the Agreement on on

execution

earlier

300000 300000

January January

1990 1991

Such advances shall be first deducted from monies due to Company hereunder and shall be nonrefundable There shall be no except as specifically provided herein referred to pre-payment by Publisher of any of the advances

above
If the amount of monies paid and payable to Company hereunder at the expiration of the Ten shall not be at least fl200000ONE MILLION TWO HUNDRED THOUSAND POUNDS Publisher shall pay to Company upon the date of STERLING such an amount to the difference between expiration equal l200000ONE MILLION TWO HUNDRED THOUSAND POUNDS STERLING and the amounts including advances paid and payable hereunder as of such date Any amount paid by Publisher under this Paragraph may be recouped against amounts due to Company pursuant to Paragraph above

8c

8a

14

Confidential

RHOO1 11583

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11583

The

advances and

under

Paragraphs

follows
60% 40% to to

8b

and amounts payable to Company hereof shall be allocated as

Williamson Williamson

Music Music

International Company

the division of payments Notwithstanding Williamson Music International and Williamson Music all payments paid as aforesaid it is confirmed that Company to them pursuant to sub-clauses and above shall be so that all such fully crosscollateralized payments due to Company shall be recoupable from all royalties payable by and Publisher regardless of to whom such payments were made to whom such royalties are due

between

10 11
11.1 11.2 Publisher shall render and forward to Accounting true and complete semiannual accountings setting forth in detail Gross Receipts and deductions therefrom and shall pay to company any amounts shown thereby to be due within sixty of the applicable days of the close

Accountings

Company

60

semiannual

accounting

period

from

the order of

Any and all monies due Company hereunder derived Western Hemisphere shall be made payable to the WILLIAMSON MUSIC COMPANY and sent to

598

New

Madison Avenue York New York

10022

Attn

Naxyne President

Lang

15

Confidential

RHOO1 11584

RHOO1

11584

Any

and

countries payable to the
from sent to

all monies due Company hereunder derived outside the Western Hemisphere shall be made order of WILLIAMSON MUSIC INTERNATIONAL and

598

New

Madison Avenue York New York

10022

Attn

Maxyne President

Lang

113 Audit

and

Objection

Rights

At any time within three years after any statement is rendered to Company hereunder Company royalty shall have the right to give Publisher written notice of its intention to examine Publishers books and records with to such statement Such examination shall be made respect by an independent qualified accountant during Publishers usual business hours at the place where Publisher maintains the books and records which relate to the statement or statements specified in Companys notice to Publisher and Companys examination shall be limited to the foregoing Company shall have the right to make abstracts and/or copies of the books and records to which the foregoing examination relates but only with respect to the Compositions Such examinations shall not be made more than in any once calendar year nor with respect to any particular statement In the event that such shall take an examination place of all reports Company shall procure that one copy result thereot shall forthwith be sent without prepared as cost to Publisher by the person or persons responsible for preparing the same

Publisher Upon Companys reasonable request employ outside third party auditors acceptable to Company to audit any unaffiliated third party with whom Publisher has contractual relationship concerning the to Publishers contractual and Compositions subject rights limitations incurred with respect to same shall Any costs be deemed Direct Cost hereunder and any recovery in connection therewith shall be deemed to be Gross Receipts hereunder divided in accordance with this Agreement
shall 11.5

confidentiality

to each other company and Publisher acknowledge confidential that their respective books and records contain Neither Company nor Publisher nor their trade information

16

Confidential

RHOO1 11585

RHOO1

11585

respective representatives will at any time communicate to others or use on behalf of any other person any facts or information contained in Companys or Publishers respective books and records except as may be required pursuant to valid order and/or subpoena issued court of competent by jurisdiction
11.6

Blocced

Funds
liability to
laws and

make payments hereunder of the regulations to the making of Territory pertaining payments hereunder and Publisher at its expense shall apply for all government such approvals necessary to make and Publisher shall cooperate and do all payments Company In things necessary in the gaining of such approvals countries where currency restrictions or any government or civil or military intervention or any other legal action reason beyond Publishers control prevents the remittance of the whale or any part of any payment due any payment or not remitted but which can be paid in said part thereof country shall upon the written request of Company be held in to be nominated an account by Company in the country concerned subject to the laws of such country and of the Publisher shall turn Territory or at Companys election such blocked monies to Companys designee in the over in which such blocked funds are located Accounts country for such blocked monies shall be furnished to Company in the but such monies shall not be used to recoup normal way advances and until paid pursuant to this Agreement unless they are paid over to Company as herein provided or to Publisher Companys designee in such country or countries from will use all reasonable endeavors to recover monies due its overseas subpublishers
subject countries of the shall be to local 11.7

Publishers

Government Restrictions

Publisher may deduct or authorize the deduction royalty payments of any sums which may be demanded from Publisher or its licensees in respect of the remittance of fiscal authorities such or other payments by the governments of the respective countries in which the Compositions are In such event Publisher shall supply Company exploited information or documentation to such as may be available Publisher together with confirmation as to the sums so Publisher shall cooperate with Company demanded and paid to apply for and obtain whatever exemptions may be available from such deductions or refunds thereof
from

17

Confidential

RHOO1 11586

RHOO1

11586

12
12.1

Representations

and

Warranties
and

Companys
Company

Representations

Warranties
to

represents and

warrants

Publisher

that

Company has the full right power and make the warranties authority to enter into this Agreement made herein and grant to Publisher all of the rights herein

granted

perf

on

any act

Company has which will

neither deprive

performed Publisher

nor will
of any

it

rights

herein

granted
The Compositions are original and do not and infringe upon the copyright property privacy or rights of any person or entity not party to this

shall

not

other

Agreement
No exercise of any such rights by Publisher with this Agreement shall accordance infringe upon the copyright or any other rights of any third party and except with respect to licenses issued by Publisher at Companys request pursuant to Paragraph 3.2c hereof no other party has to date or will at any time be granted any rights in and to the Compositions which would in any way diminish or Publishers rights hereunder impair in

Company authorizes Publisher to index the Compositions with the society in the name of Publisher and to claim one hundred 100% of the publishers share percent of performing fees in respect of the Compositions subject however to its payment of royalties hereunder company has received no notice of any suit other legal or adninistrative proceeding Compositions or the writers thereof now pending and is not aware of any threat thereof or any basis therefor which would prevent Company from granting the herein rights or any of them to Publisher as specified

claim

action the involving

or

fully complied and shall fully Company has of its comply with all of the terms and conditions if any with the writers and/or other owners of agreements the Compositions and is not and shall not be in breach

thereof

18

Confidential

RHOO1 11587

RHOO1

11587

12.2

Publishers Publisher

Representations represents and

and

Warranties
to Company

warrants

and

agrees

that
the full

Publisher has authority to enter into this warranties made herein

right
and to

Agreement

power make

and the

perform any act with respect to

Publisher has neither performed nor will which will deprive company of any rights the Compositions herein granted

it

Publisher shall not discriminate between the in its catalog Compositions and other musical compositions on basis or on composition-by-composition catalogby catalog basis and shall treat the Compositions no less favorably than it treats other musical compositions or In catalogues of musical compositions under its control connection with the foregoing Publisher shall use reasonable efforts to promote and exploit the and shall compositions make and distribute at its own expense which shall not be deductible as Direct Cost hereunder for promotional minimum of two compact discs each bearing purposes selection of compositions subject always to the rights to the sound recordings being available for such the purposes duration of each disc and the selection of compact Compositions to be jointly determined by company and Publisher In addition Publisher shall cooperate with print publishers in Companys designated Englishlanguage the Territory in connection with the promotion and of the Compositions exploitation

13 Indemnification Company and Publisher shall at times indemnify each other their respective assigns and licensees and hold them free and harmless from and liabilities and against any and all claims losses damages but not limited to reasonable expenses including attorneys fees arising out of connected with or resulting from the breach of any of Companys or Publishers respective covenants undertakings representations or warranties made in this Agreement which results in judgment against Publisher or Company as applicable and/or their respective licensees and/or assigns or is settled with the prior written consent of the indemnifying party Publisher or Company as applicable shall give each other as applicable prompt notice of any claim to which the relates and Publisher or Company foregoing indemnification as applicable shall each have the right to join in the
all

19

Confidential

RHOO1 11588

RHOO1

11588

defense of such and with claim at its own cost and expense counsel of its choice but the indemnifying party shall have the at its expense to right but not the obligation control the defense of any claim for which it provides an indemnification hereunder
The to exploit the Compositions 14 Injunction right and in of unique exceptional and extraordinary value the event of any breach by either party of its undertakings which breach is not or obligations under this Agreement cured within the time period set forth in Paragraph 18.2 either party shall be entitled to seek hereinbelow injunctive relief to enforce the same in addition to any other remedies available to them
is

15

Termination

of

Agreement
fail to make

If

Publisher
or render

shall any

statement hereunder or

when

due

payment any as provided

ii
of

shall this

observe

fail or refuse to perform or other of the terms and conditions or Agreement any

iii
EMI

shall group

as

cease to be currently

member of constituted

the or

Thorn

shall undergo of its management iv change during the first year of the Term i.e before 31st December 1989 at least so that of the following should cease to work one for Publisher Directors of any of the Publisher as of the date hereof and the President of Screen GemsEMI Music Inc and the Managing Director of Francis Day Hunter GMBH as of the date hereof or

itself of any bankruptcy subject of any involuntary bankruptcy proceeding or shall go into liquidation or become insolvent or make an assignment for the benefit of creditors or shall be put into receivership and the receiver shall not be appointment of vacated within period of 20 days
shall avail laws or shall be the

then

and

hereof

in any Company

such shall

event
have

the

18.2 subject to Paragraph option to terminate all

20

Confidential

RHOO1 11589

RHOO1

11589

grants of rights by it to Publisher hereunder including any Gross rights to collect Receipts during the periods described in Paragraph 3.3b above by notice in writing and upon such all such rights shall revert to termination free from any claims and Company absolutely by Publisher all payments theretofore made to Company shall be retained only if Company shall by Company provided that if and termination pursuant to Paragraph 15a iii or effect hereof and if Publisher shall not at the effective date of such termination have recouped paid any advances or above pursuant to Paragraph company shall pay to Publisher within thirty days of such termination

iv

8b

pursuant to Paragraph 15a amount of any such advances
Any

iii

30

which

or shall

iv

sum be

equal

to

the

then

unrecouped

termination pursuant to this Paragraph 15 prejudice and in addition to any and all at law rights and remedies Company and Publisher shall have or in equity or as otherwise provided in this Agreement and shall not relieve Publisher or Company of the obligation to pay any sums payable to Company hereunder
shall be

without

Promptly after the expiration or termination the Term of this Agreement insofar as Publisher has not delivered the same theretofore to Company pursuant to the terms hereof Publisher shall deliver to company or at Companys sole cost and Companys designee expense all licenses agreements and copyright records relating to the Compositions or photostat or Xerox copies thereof all books and records with respect to matters covered by this Agreement or photostat or Xerox copies thereof iii all other records relating to the Compositions or and all other photostat or Xerox copies thereof materials related to the Compositions under Publishers or Publishers licensees custody and/or control including used in connection printed matter artwork and publications with the Compositions
of

ii

iv

Company and/or execute acknowledge and or delivered deliver or cause to be executed acknowledged all such further instruments or documents and shall perform all such further acts as may be reasonably necessary to effectuate the terms and provisions hereof Publisher Contractors Independent Companys and status hereunder shall be that of independent herein shall create expressly or contractors and nothing implicitly partnership joint venture or other association between the parties

16

Further Documents and as applicable shall

Acts

17

Publishers

2l

Confidential

RHOO1 11590

RHO01 11590

18

Miscellaneous

18.1 Notices Except with respect to royalty which shall be governed by the provisions of statements 11.2 above any notice consent approval demand Paragraph to be given or sent to the other or other communication party hereunder must be in writing and shall be deemed to have been duly given or sent if personally delivered with or if sent by registered or receipt in evidence thereof certified mail return to such receipt requested party at the address set forth above Copies of any notice of any claim or action against Company shall be sent to

Lawrence
Rosenipan 575 Madison

Buttenwieser

Esq

Cohn
10022

New

York
and

Avenue New York

Philip Zimet

Esg
Friedman
10022

Zinet
460

New

Moss Avenue York New York
Park

Names

or at such other address or addresses as either party may designate to the other by like notice Except as otherwise herein stated date three after mailing if mailed days in the country of destination or seven days after mai1ing if mailed outside the country of destination or the date of actual personal delivery of any such communication shall be deemed the date upon which such communication was Notice of change of address shall be given or sent effective only from its date of receipt Notices sent to Publisher pursuant to the terms hereof shall be marked to the attention of the Business Affairs Manager cure Period Except as set forth to the contrary neither party shall be entitled to recover damages or to terminate the Term of this Agreement by reason of any breach by the other party of its material obligations hereunder unless such breaching party has failed to remedy such breach within thirty days following receipt of the breach injured partys notice of such 18.2

herein

30

18.3 This Agreement is the Integration and Amendment entire Agreement between the parties with respect to the This subject matter hereof Agreement may be amended only written instrument executed by the parties If any by

-22

Confidential

RHOO1

11591

RHOO1

11591

4..-

part of this Agreement shall be invalid or unenforceable shall the such invalidity or unenforceability not affect balance of this Agreement
18.4 Waivers waiver by any party of any term or condition of this Agreement must be in writing and shall not in any instance be deemed or construed as waiver of such term or condition for the future or of any subsequent breach thereof All remedies rights undertakings obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy right undertaking or agreement obligation of any

party

12.5 The rights benefits and obligations Assignment this Agreement are not assignable by any party except This Agreement shall with the consent of the other parties be binding upon and inure to the benefit of the parties licensees and assigns respective ececutors administrators in as otherwise specifically stated and all consents and/or approvals hereunder may be withheld for any reason Any material supplied by Company to Publisher pursuant to Paragraph 3.2i hereof or otherwise are deemed approved to 18.7 18.6 Consents Except the contrary herein any

Agreement
and shall

a 44nsonveniehee dings c nc
The are not for

and

affect

the

meaning

contained in this reference purposes only or interpretation hereof

23

Confidential

RHOO1 11592

RHOO1

11592

18.8 Law This Agreement shall be construed Governing under and governed by the laws of England and the High Court of Justice in England shall be the court of jurisdiction governing this Agreement

IN

WITNESS

WHEREOF

the at

this Agreement effective first above written

hereto have executed parties and as of the date and year

WILLIAMSON

MUSIC

INTERNATIONAL

EMI

MUSIC LIMITED

PUBLISHING

By

WILLIAMSON

MUSIC

COMPANY

By

zytj

24

Confidential

RH00111593

RHOO1

11593

SCHEDULE
To

AGREEMENT

DATED
BY

AS

OF

JANUARY

1989

AND

AJ4ONG

WILLIANSON

MUSIC

COMPANY

WILLIANSON AND

MUSIC

INTERNATIONAL

EMI

MUSIC

PUBLISHING

LIMITED

II

if

.i

Confidential

RHOO1 11594

RHOO1

11594

SCHEDULE

TITLE/SHOW ACRES OP PRISONERS VALIANT YEARS
IS

WRITER RICHARD RIC4ARD RICHARD
RODGERS 1961

PUBLISHER WILLIAMSON

THE

WAR AFRICAN THE VALIANT

OVER

RODGERS

1961

WILLIAMSON

YEARS
WHAT RODGERS 1961

AFTER HITLER

WILLIAMSON

THE

VALIANT

YEARS RICHARD YE7RS RICHARD
RODGERS 1961 WILLIAMSON RODGERS 1961

AFTERMATH THE VALflNT

WILLIAMSON

AFTER THE

THE

BOMB VALIANT YEARS

AIM FOR HEAVEN IFOR HEAVENS
AIRSORNE

HELEN

flOMER SILVER

1961

WILLIAMSON

SAKEI

FREDERICK RICHARD

INFANTRY

RODGERS

1961

WILLIAMSON

THE
AIR

VALIAfl DETECTION VALIANT STRENGTH VALIANT

YEARS
OF SUBS

RICHARD

RODGERS

1961

WILLtAMSON

THE
AIR

YEARS RICHARD YEARS RICHARD
RODGERS 1961 WILLIAMSON RODGERS 1961 WILLIAMSON

THE

ALARM

THE
ALL HER

VALIANT AT ONCE

YEARS
YOU LOVE

RODGERS/HAMMERSTEIN

1955

WILLIAMSQN

PIPE

DREAM
WORXS

ALL BRITAIN
TilE VALIANT

RICHARD

RODGERS

1961

WILLIAMSON

YEARS RODGERS/HAMMERSTEIN
1943 WILLIAMSON

ALL ER

NOTHIN

OKLABOMA
ALL KINDS OF PIPE DREAB ALL THROUGH CENTENNIAL
ALLEGRO PEOPLE RODGERS/LAICIERSTEIN 1955

WILLIAMSON

THE

DAY

StThER

OSCAR HAMMERSTEIN JERO1E KERN RODGERS/HAMMERSTEIN

1946

WILLIAMSON

1947

WILLIAMSON

ALLEGRO
ALLELUIA RODGERS/HAMMERSTEIN
OF 1959 WILLIAMSON

THE

SOUND

MUSIC

Unless

otherwise

indicated
in

publishing

rights

the

Company Territory

WILLIAMSON

owns

100%

of

the

Confidential

RHOO1 11595

RHOO1

11595

ALLIED

THE

AT SICILY ARMADA VALIANT YEARS ROCKETS VALIANT YEARS ON THE AT MARCH

RICHARD

RODGERS

1961

WILLIAMSON

ALLIED

RICHARD

RODGERS

1961

WILLIAMSoN

THE
ALLIES

RICHARD

RODGERS

1954

WILLIAMSON

VICTORY ALTMARX

SEA
RICHARD
RODGERS 1961 wILLIAMSON

THE
THE

POUND VALIANT YEARS IDEA

AMERICAN

RICHARD

RODGERS

1972

WILLIAMSON

TV PROD
AMERICANS ARRIVE THE VALIANT YEARS

RICHARD

RODGERS

1961

WILLIAMSON

AMERICAN

THE

ARSENAL VALIANT YEARS BOMBERS VALIANT YEARS DESTROYERS VALIANT YEARS

RICHARD

RODGERS

1961

WILLIAMSON

AMERICAN

RICHARD

RODGERS

1961

WILLIAMSON

THE

AMERICAN

RICHARD

RODGERS

1961

WILLIAMSON

THE
THE

THE
AN

AMISH AMERICAN

RICHARD IDEA

RODGERS

1972

WILLIAMSON

OLD
BY

MM
TWO
FOOL

TWO
AN

RICHARD RODGERS/ MARTIN CHARNIN RICHARD
RODGERS

1970

WILLIAMSON

ORTHODOX

1962

WILLIAMSON

NO STRINGS
ANDROCLES
AND THE LION

RICHARD

RODGERS

1967

WILLIAMSON

TV PROD
ANGER

THE ANNES

ERUPTS VALIANT LAMENT

RICHARD YEARS

RODGERS

1961

WILLIAMSON

NELSON GARRINGER/ FREDERICK SILVER
OF THE

1961

WILLIAMSON

ANOTHER
PICTURE

SIDE

RICHARD

RODGERS

1961

WILLiAMSON

THE
LANDING

VALIANT

YEARS
RICHARD RODGERS
1961 WILLIAMSON

ANZIO

THE

VALIANT

YEARS

Confidential

RHOO1 11596

RHOO1

11596

APPREHENSION

RICHARD YEARS RICHARD

RODGERS

1961

WILLIN4SON

THE
THE

VALIANT

VICTORY APRIL

APPROACHING ENEMY AT SEA SNOW CENTRAL

RODGERS

1954

WILLIAMSON

UP

IN

PAn
THE

DOROTHY SIGMUND RICHARD

FIELDS ROMEERG RODGERS

1944

WILLIAMSON

ARENA PANTOMIME AND ANDROCLES ARK ROYAL
VALIANT

1957

WILLIAMSON

LION
RICHARD
RODGERS 1961

WILLIAMSON

THE

YEARS RICHARD
RODGERS 1961

ARMADA

THE
ARMED

IN REVIEW VALIANT YEARS SERVICE MARCH VALIANT YEARS OF DEMOCRACY VALIANT YEARS

WILLIAMSON

RICHARD

RODGERS

1961

WILLIAMSON

THE

ARSENAL

RICHARD

RODGERS

1961

WILLIAMSON

THE
AS

FAR AS
BY

IM
LOVED

CONCERNED

IWO
AS

TWO
YOU

RICHARD MARTIN RICHARD SHELDON RICHARD

RODGERS
CHARJflN

1970

WILLIAMSON

ONCE

REX
ASfl FOR THE ASIANS

RODGERS/ HARNICK RODGERS

1976

WILLIAMSON MAYERLING WILLIAMSON

50% 50%

1961

THE
AT

VALIANT

YEARS RICHARD YEARS RICHARD YEARS
OF CLOTH RODGERS 1961 RODGERS 1961

CARTHAGE VALIANT

WILLIAMSON

THE
AT

SEA VALIANT FIELD

WILLIAMSON

THE
AT OF AT

THE

GOLD

REX

RICHARD SHELDON RICHARD

RODGERS
HARNICK
RODGERS

1976

WILLIAMSON MAYERLING WILLIAMSON

50% 50%

THE
AT

THE SPHYNX VALIANT YEARS YOUR
IN SERVICE

1961

PUSS

BOOTS

EVAR THOMPSON JOAN SHEPARD JOHN CLIFTON RICHARD
RODGERS

1970

WILLIAMSON

THE

ATLANTIC
VALIANT

CHARTER

1961

WILLIAMSON

THE

YEARS

Confidential

RHOO1 11597

RHOO1

11597

ATLANTIC CONVOY THE VALIANT YEARS
THE

RICHARD

RODGERS

1961

WILLIAJSQN

ME
THE
AWAY

AND

AUDITION JULIET OUTCOME

RODGERS/HAMMERSTEIN

1953

WILLIAMSON

AWAITING

RICHARD

RODGERS

1961

WILLIAMSON

VALIANT FROM YOU

YEARS
RICHARD SHELDON RODGERS/ HARNICK 1976 WILLIAMSON MAYERLING WILLIAMSON 50% 50%

REX
BACK BEATING DRUM

RODGERS/HAJfERSTEIN

1959

FLOWER
BAD

SONG
RICHARD
RODGERS 1961 WILLIAMSON

THE

TIDINGS VALIANT BAD THIEF

YEARS
OF

BAGDAD

THE
BALI

BAGDAD

12W

CHRISTOPHER KESLER

CABLE

1969

WILLIAMSON

HAI
PACIFIC FRIETCHIE

RODCERS/HAIQtERSTEIN

1949

WILLIAMSON

SOUTH
BARBARA

RICHARD

RODGERS

1961

WILLIAMSON

THE

VALIA24T

YEARS
RICHARD
LEYTE RODGERS RODGERS 1964 1954

BARNARD
THE GULF

BARNARDI FOR

WILLIAMSON WILLIAMSON

BATTLE

RICHARD

VICTORY
FOR VALIANT

AT SEA RICHARD
RODGERS 1961

BATTLE

TOBRUK

WILLiAMSON

THE

YEARS
RICHARD
RODGERS 1961

BATTLE OF BRITAIN THE VALIANT YEARS
BATTLE OF CRETE VALIANT YEARS

WILLIAMSON

RICHARD

RODGERS

1961

WILLIAMSON

THE
THE

THE

BATTLE OP VALIANT OF

SICILY

RICHARD

RODGERS

1951

WILLIAMSON

YEARS
RICHARD
RODGERS 1961

BATTLE

TARANTO

WILLIAMSON

THE
BE MY

VALIANT HOST

YEARS
RICHARD
RODGERS 1962

WILLIAMSON

NO STRINGS
BEAT OUT DAT

RHYTHM

ON

OSCAR

ZIAIIERSTEIN

1943

WILLIAMSON

DRUM

CARMEN JONES

Confidential

RHOO1 11598

RHOO1

11598

THE

BEAUTY AS

QUEEN

HELEN

SURE
BEHOLD

YOURE

BORN

GENE

KROMER BENTON SILVER

1967

WILLIAMSON

HELPLESS
BABE FRONT

FREDERICK

1961

WILLIAMSON

TENDER
THE

THE THE

BELGIAN VALIANT
IS

RICHARD

RODGERS

1961

WILLIAMSON

YEARS
BELL

BELL

NO

SEE
THE

SOUND OF SIXTEEN

MUSIC
GOING ON

SEVENTEEN
RICHARD RODGERS 1961 WILLIAMSON

BELOVED

VALIANT

MARRAKESH YEARS

BENEATH THE SOUTHERN CROSS AT SEA VICTORY BERLIN COLLAPSES

RICHARD

RODGERS

1954

WILLIAMSON

RICHARD

RODGERS

1961

WILLIAMSON

THE
THE

VALIANT
BIG IN BACK

YEARS
YARD DOROTHY SIGMUND FIELDS 1944 WILLIAMSON

UP
BIG

CENTRAL
GIANT

PARK

ROHBERG
1953 WILLIAMSON

BLACK

RODGERS/HAMMERSTEIN

ME AND JULIET
BILLY AND JULIE

RODGERS/HAMMERSTEIN

1945

WILLIAMSON

CAROUSEL
THE BISNABK RICHARD RODGERS 1961 WILLIAMSON

THE

VALIANT
IS

YEARS
RICHARD RODGERS 1961 WILLIAMSON

BISMARK

HURT

THE

VALIANT

YEARS
RICHARD RODGERS 1961

BISMARK SIGHTED THE VALIANT YEARS

WILLIAMSON

BISMARK

THE

SUNK VALIANT

RICHARD

RODGERS

1961

WILLIAMSON

YEARS
RICHARD RODGERS 1961

BLITZKRIEG

WILLIAMSON

THE
BLOODY

VALIANT MARY

YEARS RODGERS/HA2XERSTEIN
1949

WILLIAMSON

SOUTH
BLOW

PACIFIC
BLOW LOW

HIGH CAROUSEL

RODGERS/HAMMERSTEIN

1945

WILLIAMSON

Confidential

RHOO1 11599

RHOO1

11599

BOGGED DOWN THE VALIANT BOMBERS LIMP

RICHARD YEARS
HOME

RODGERS

1961

WILLIAMSON

RICHARD

RODGERS

1961

WILLIAMSON

THE

VALIANT

YEARS RICHARD
RODGERS 1961

BOMBING OF MArTA THE VALIANT YEARS BOSS MAY HAVE RAISE

WILLIAMSON

RODGERS/HMThIERSTEIN

1953

WILLIAMSON

ME AND JULIET
BOUNDLESS ENERGY THE VALIANT YEARS

RICHARD

RODGERS

1961

WILLIAMSON

MD GIRLS LIKE BOYS AND NE OXLABOMA
BRITAIN ALONE THE VALIANT

YOU

R000ERS/HAJIIdERSTEIN

1943

WILLIAMSON

RICHARD YEARS RICHA1D

RODGERS

1961

WILLIAMSON

BRITAIN PREPARES THE VALIANT YEARS BRITAIN BLITZ SURVIVES THE

RODGERS

1961

WILLIAMSON

RICHARD

RODGERS

1961

WILLIAMSON

THE

VALIANT

YEARS
RICHARD
RODGERS 1961

BRITISH CONVOYS THE VALIANT YEARS BRITISH DEFENSE THE VALIANT YEARS BRITISH FLEET IN EGYPT THE VALIANT YEARS GET BRITISH VALIANT THE DESTROYED

WILLIAMSON

RICHARD

RODGERS

1961

WILLIAMSON

RICHARD

RODGERS

1961

WILLIAMSON

RICHARD

RODGERS

1961

WILLIAMSON

YEARS RICHARD
RODGERS 1961 WILLIAMSON

BRITISH INTELLIGENCE THE VALIANT YEARS BRITISH CRETE BRITISH RE-GROUP AT VALIANT SCORN THE

RICHARD

RODGERS

1961

WILLIAMSON

THE

YEARS
RICHARD
RODGERS 1961

BOMBS

WILLIAMSON

THE

VALIANT

YEARS RICHARD
RODGERS 1961 WILLIAMSON

BRITISH SECURITY THE VALIANT YEARS

Confidential

RHOO1 11600

RH0O1 11600

TEE

THE

BRITISH VALIANT

WAIT

RICHARD

RODGERS

1961

WILLIAMSON

YEARS
RICHARD RODGERS 1961 WILLIN4SON

MISINFORMED BRITONS VALIANT THE YEARS BRITONS REJOICE THE VALIANT YEARS THE BROTHER DEPARTMENT BY TWO OPERA

RICHARD

RODGERS

1961

WILLIAMSON

RICHARD

RODGERS
CHARNIN

1970

WILLIAMSON

TWO

MARTIN

BUMS PIPE
BURMA

RODGERS/HAjhQIERSTEIN

1955

WILLIAMSON

DREAM
CURTAIN VALIANT RICHARD RODGERS 1961 WILLIAMSON

ThE
THE

YEARS
RICHARD RODGERS 1961 WILLIAMSON

BURMA

THE
THE

STAR VALIANT YEARS

BUTCHERY VALIANT

RICHARD

RODGERS

1961

WILLIAMSON

THE

YEARS
RICHARD RODGERS 1961 WILLIAMSON

CALAIS THE VALIANT

YEARS
CHRISTOPHER 12W KESLER RICHARD CABLE 1967 WILLIAMSON

CALL

IT

LOVE

THE

LITTLEST

CLOWN

CANT
THE
CARD

KILL OUR SPIRITS VALIANT YEARS SONG

RODGERS

196
1943

WILLIAMSON

OSCAR

HAMMERSTEIN

WILLIAMSON

CARMEN JONES
CAREFULLY

SOUTH

TAUGHT PACIFIC
GOT TO BE CAREFULLY OSCAR

SEE

YOUVE

TAUGHT HAMMERSTEIN
1943 WILLIAMSON

CARMEN JONES IS TO JAIL CARMEN CAROUSEL
IN THE CENTRAL

COIN
JONES
PARK

UP
THE

IN

PARK

DOROTHY SIGMUND RICHARD

FIELDS ROMBERG RODGERS

1945

WILLIAMSON

CAROUSEL

WALTZ

1945

WILLIAMSON

CAROUSEL
CARRIE AND

NB

SNOW

RODGERS/HAYQIERSTEIN

1945

WILLIAMSON

CAROUSEL

Confidential

RHOO1

11601

RH0O1 11601

CASABLANCA MEETING THE VALIANT YEARS MAY CASSINO THE VALIANT 1944

RICHARD

RODGERS

1961

WILLIAMSON

RICHARD

RODGERS

1961

WILLIAMSON

YEARS
RICHARD SHELDON HELEN RODGERS/
JiARNICK

CATHERINE

REX
NY COMPLEX

1976

WILLIAMSON MAYERLING WILLIAMSON

50% 50%

CAUGHT

ON

KROMER SILVER RODGERS

1961

FOR

HEAVENS

SAKE

FREDERICR RICHARD

CENSURE

DEFEATED

1961

WILLIAMSON

THE
CHARGE

VALIANT OP ThE

YEARS
LIGHT RICHARD RODGERS 1961 WILLIAMSON

BRIGADE THE CHASE

THE

VALIANT

YEARS
RICHARD SHELDON RICHARD RODGERS/ HARNICK RODGERS 1976 WILLIAMSON MAYERLING WILLIAMSON
50% 50%

REX
CHEQUERS THE VALIANT

1961

YEARS
RICHARD RODGERS 1961 WILLIAMSON

CHILDREN EVACUATED THE VALIANT YEARS

CHILDRENS

DANCE

RICHARD

RODGERS

1947

WILLIAMSON

ALLEGRO
CHOP
SUEY DRUM RODGERS/8ADIERSTEIN 1958 WILLIAMSON

FLOWER
THE

SONG
RICHARD RODGERS 1961 WILLIAMSON

THE

CHOPIN HEART VALIANT YEARS AT

CHRISTMAS

HAMPTON

RICHARD SHELDON

RODGERS
HABBICK RODGERS

1976

COURT

REX
AND
LORD GORT VALIANT HAS

WILLIAMSON MAYERLING WILLIAMSON

50% 50%

CHURCHILL

RICHARD

1961

THE

YEARS
PNETThIONIA

CHURCHILL

RICHARD

RODGERS

1961

WILLIAMSON

THE THE THE

VALIANT IN

YEARS
PARLIAMENT
RODGERS 1961 WILLIAMSON

CHURCHILL

VALIANT IS VALIANT

YEARS
ILL RICHARD RODGERS 1961

CHURCHILL

WILLIAMSON

YEARS

Confidential

RHOO1 11602

RH0O1 11602

CHURCHILL

IS

OUT

RICHARD

RODGERS

196
1961

WILLIAMSON

THE THE
THE

VALIANT

YEARS RICHARD RODGERS
WILLIAMSON

CHURCHILL

LEAVES VALIANT YEARS

SEE

CHURCHILL STORY THE VALIANT YEARS

CWRCHILL THE FIGHTER THE VALIANT YEARS
CINDERELlA
MARCH/PIANO

RICHARD

RODGERS

1961

WILLIAMSON

RICHARD

RODGERS

1957

WILLIAMSON

SOW

CINDERELLA
STORY BOB RUSSELL JOSEPH MEYER 1944 WILLIAMSON

CINDERELLA

CINDERELLA

WALTZ

RICHARD

RODGERS

1957

WILLIAMSON

CINDERELLA
CIRCUS TIME LITTLEST AT

THE
CLIMAX

CLOWN

CHRISTOPHER LEW KESLER RICHARD

CABLE

1967

WILLIAMSON

TOBRUK

RODGERS

1961

WILLIAMSON

THE

VALIANT

YEARS
MOUNTAIN OF MUSIC IN BOOK

CLIMB EVRY

RODGERS/aAERSTEIN

1959

WILLIAMSON

THE
CLOSE

SOUND
AS

PAGES

DOROTHY

FIELDS ROMBERG

1944

WILLIAMSON

UP

IN

CENTRAL

PARX

SIGMUND

COCK-EYED

SOUTH
COLORS

OPTIMIST PACIFIC

RODGERS/HAMMERSTEIN

1949

WILLIAMSON

THE
COME

OF kMERICA AMERICAN IDEA HOME

RICHARD

RODGERS

1972

WILLIAMSON

RODGERS/HAO4ERSTEIN

1947

WILLIAMSON

ALLEGRO COIANDO

TN
THE

EXERCISE

RICHARD

RODGERS

1961

WILLIAMSON

VALIANT
ENEMY VALIANT

YEARS JAPAN YEARS RICHARD
RODGERS 1961

COMMON

WILLIAMSON

COMMUNISM STARTS THE VALIANT YEARS

RICHARD

RODGERS

1961

WILLIAMSON

Confidential

RHOO1 11603

RH0O1 11603

HE
THE

CONFERENCE VALIANT YEARS

RICHARD

RODGERS

1961

WILLIAMSoN

CONFERENCE CONCLUDED THE VALIANT YEARS CONFIDENCE THE VALIANT
THE

RICHARD

RODGERS

1961

WILLIAMSON

RICHARD

RODGERS

1961

WILLIAMSon

YEARS
RICHARD
AT

CONQUEST OF MICRONESIA VICTORY CONTINUED BOMBING VALIANT YEARS
ATTACKS

RODGERS

1954

WILLIAMSON

SEA
RICHARD
RODGERS 1961 WILLIAMSON

THE

CONVOY

RICHARD

RODGERS

1961

WILLIAMSON

THE

VALIANT

YEARS
RICHARD
RODGERS

CORPORAL HITLER THE VALIANT YEARS CORREGIDOR THE VALIANT
THE

196
1961

WILLIAMSON

RICHARD

RODGERS

WILLIAMSON

YEARS
RICHARD RODGERS/ MARTIN CHARNIN
IVES PARIc 1970 WILLIAMSON

COVENANT
BY

TWO

TWO
AND

CURRIER

UP
D-DAY

IN

CENTRAL

DOROTHY SIGMUND RICHARD

FIELDS

1945

WILLIAMSON

ROMSERG RODGERS
1953 WILLIAMSON

VICTORY
D- DAY

AT

SEA
RICHARD RODGERS
1961 WILLIAMSON

THE
D-DAY

VALIANT

YEARS
RICHARD RODGERS
1961 WILLIAMSoN

THE

CONFIRMED VALIANT YEARS
ONE

DDAY MINUS THE VALIANT
DANCE IN THE

RICHARD

RODGERS

1961

WILLIAMSON

YEARS
ALLEY RICHARD RODGERS
1953 WILLIAMSON

ME AND JULIET
DANGER DOWN DEEP AT SEA VICTORY SEE SEALING THE RICHARD BREACH RICHARD RODGERS
1953

RODGERS

1961

WILLIAMSON

DARIOS

OVERTURE

WILLIAMSON

ME AND JULIET
10

Confidential

RHOO1 11604

RH0O1 11604

DATS LOVE CARMEN JONES DATS
CARMEN
THE DAY OUR MAN

OSCAR

HAMMERSTEIN

1943

WILLIAMSON

OSCAR

HAMMERSTEIN

1943

WILLIAMSON

JONES
SAY DO

FEATHERTOP
DAYLIGHT

NARY RODGERS MARTIN CMARNIN
RICHARD RODGERS

1961

WILLIAMSON

THE
DEAR

RAID VALIANT YEARS
FRIEND WAR LOAN

1961

WILLIAMSON

RODGERS/HAUERSTEIN

1944

WILLIAMSON

5TH
DEAR

DRIVE
RICHARD SHELDON RODGERS/ HABNICK RODGERS 1976 WILLIAMSON MAYERLING WILLIAMSON 50% 50%

JANE

REX
DEAR

THE
DEATH

WINSTON VALIANT
AND

RICHARD

1961

YEARS
RICHARD RODGERS 1954 WILLIAMSON

VICTORY
DEATH

DEBRIS AT SEA

THE
THE

MiD DESTRUCTION VALIANT YEARS DEATH O.F BY TWO AT MEl

RICHARD

RODGERS

1961

WILLIAMSON

RICHARD

TWO

MARTIN
LAST RICHARD

RODGERS/ CHARMIN RODGERS

1970

WILLIAMSON

DECISION

1961

WILLIAMSON

THE

VALIANT

YEARS
RICHARD
RODGERS 1961 WILLI