Exhibit 10.3
TERMINATION
AGREEMENT
This Termination Agreement (this
“ Agreement ”) is entered into as of the 10
th day of May, 2005 by and between Warner Music Group
Corp., a Delaware corporation formerly known as WMG Parent Corp.
(“ Parent ”), WMG Holdings Corp., a Delaware
corporation and a wholly owned subsidiary of Parent,(“
Holdings ”), WMG Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Holdings (the “
Company ”), THL Managers V, L.L.C., a Delaware limited
liability company (“ THL ”), Bain Capital
Partners, LLC, a Delaware limited liability company (“
Bain ”), Providence Equity Partners IV Inc., a
Delaware corporation (“ Providence ”) and Music
Partners Management, LLC, a Delaware limited liability company
(“ Music ” and, together with THL, Bain and
Providence, the “ Managers ”).
WHEREAS, Parent, Holdings, the
Company and the Managers are party to a Management Agreement dated
February 29, 2004 (the “ Management Agreement
”);
WHEREAS, Parent, Holdings, the
Company and the Managers desire to discontinue the provision of
services by the Managers to Parent, Holdings and the Company and
the payment of fees to the Managers for such services, each as
described in the Management Agreement;
NOW THEREFORE, in consideration of
the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1.
Definitions
. Capitalized terms used but
not defined in this Agreement shall have the definitions set forth
in the Management Agreement.
2.
Termination
. Parent, Holdings, the
Company and the Managers hereby agree that:
(a)
effective upon the date hereof, the
Management Agreement is hereby terminated; provided ,
however , that the provisions of Sections 4, 5 and 7 through
12 of the Management Agreement shall survive such termination and
remain in full force and effect, including without limitation in
the case of Sections 4 and 5 with respect to services, if any,
provided by a Manager or any of its affiliates to the Company,
Holdings, Parent or any of their affiliates after the termination
of the Management Agreement; provided further ,
however , that such termination is subject to reversal as
set forth below;
(b)
in consideration of services
rendered under, and the termination of, the Management Agreement,
Parent, Holdings and the Company, jointly and
