<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 000-27852
PLATINUM ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3802328
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Butterfield Road
Downers Grove, Illinois 60515
(Address of principal executive offices, including zip code)
(630) 769-0033
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
6,040,166 Common Stock, par value $.001 per share, at August 14, 1998
<PAGE>
PLATINUM ENTERTAINMENT, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
Part I - FINANCIAL INFORMATION
<S> <C>
Item 1. Consolidated Balance Sheets June 30, 1998 (Unaudited) and
December 31, 1997 3
Consolidated Statements of Operations for the three and six months
ended June 30, 1998 and 1997 (Unaudited) 5
Consolidated Statements of Cash Flows for the six months ended June
30, 1998 and 1997 (Unaudited) 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities and Use of Proceeds 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
Exhibits
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PLATINUM ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
1998 1997
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 277 $ 11
Accounts receivable, less allowances of
$3,375 and $3,912, respectively 15,667 15,147
Artist advances 3,115 2,510
Inventories, less allowances of $512
and $590, respectively 5,722 4,997
Due from related parties 1,350 -
Other 1,326 948
--------------------
Total current assets 27,457 23,613
Artist advances, net of current amounts, less
allowances of $14,289 and $12,936, respectively 921 -
Equipment and leasehold improvements, net 1,623 1,079
Music catalog, less accumulated amortization of
$1,176 and $784, respectively 18,428 18,820
Music publishing rights, less accumulated amortization
of $397 and $308, respectively 3,580 3,519
Goodwill, less accumulated amortization of $366
and $244, respectively 5,732 5,854
Equity investment in joint venture 2,439 2,468
Deferred financing fees, net 528 631
Other 1,898 1,473
--------------------
Total assets $62,606 $ 57,457
--------------------
--------------------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
PLATINUM ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
1998 1997
(UNAUDITED)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Revolving line of credit $28,907 $ 20,800
Accounts payable 4,323 4,256
Accrued liabilities and other 2,262 3,423
Reserve for future returns 3,600 6,301
Royalties payable 6,722 5,302
----------------------
Total current liabilities 45,814 40,082
Convertible subordinated debentures - 5,000
----------------------
Total liabilities 45,814 45,082
Stockholders' equity:
Preferred Stock:
Preferred Stock ($.001 par value); 10,000,000 shares
authorized, no shares issued and outstanding - -
Series B Convertible Preferred Stock ($.001 par value);
20,000 shares authorized, issued and outstanding - -
Series C Convertible Preferred Stock ($.001 par value);
2,500 shares authorized, issued and outstanding - -
Common Stock:
Common Stock ($.001 par value); 40,000,000 shares
authorized, 5,987,111 and 5,275,040 shares issued
and outstanding, respectively 6 5
Additional paid-in capital 65,860 58,216
Accumulated deficit (49,074) (45,846)
----------------------
Stockholders' equity 16,792 12,375
----------------------
Total liabilities and stockholders' equity $ 62,606 $ 57,457
----------------------
----------------------
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
PLATINUM ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
QUARTER ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
--------------------- -----------------------
1998 1997 1998 1997
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Gross product sales $12,942 $14,947 $26,607 $27,974
Less: Returns and allowances (3,727) (4,865) (7,229) (9,169)
Less: Discounts (603) (814) (1,208) (1,262)
------------------------ ------------------------
Net product sales 8,612 9,268 18,170 17,543
Licensing, publishing and other revenues 976 638 1,326 974
------------------------ ------------------------
Net sales 9,588 9,906 19,496 18,517
Cost of sales and services 5,436 5,235 10,963 9,162
------------------------ ------------------------
Gross profit 4,152 4,671 8,533 9,355
Other operating expenses:
Selling, general and administrative 4,820 4,462 8,440 8,749
Merger, restructuring and one-time costs - 1,336 - 2,259
Depreciation and amortization 410 487 906 927
------------------------ ------------------------
5,230 6,285 9,346 11,935
------------------------ ------------------------
Operating loss (1,078) (1,614) (813) (2,580)
Interest income 22 22 41 25
Interest expense (695) (1,136) (1,263) (1,735)
Other financing costs 275 (1,903) 205 (3,633)
Equity gain (loss) (199) 50 (28) 49
------------------------ ------------------------
Net loss (1,675) (4,581) (1,858) (7,874)
Less: Preferred dividend requirement (695) - (1,370) -
------------------------ ------------------------
Loss applicable to common shares $(2,370) $(4,581) $ (3,228) $ (7,874)
------------------------ ------------------------
------------------------ ------------------------
Basic and diluted loss per common share $(0.44) $ (0.89) $ (0.60) $ (1.52)
Weighted average number of common shares outstanding 5,401,138 5,171,439 5,338,437 5,171,439
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
PLATINUM ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
------------------------
1998 1997
(UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(1,858) $(7,874)
Adjustments to reconcile net loss to net cash used in
operating activities:
Charge to provision for future returns 1,586 100
Charge to provision for doubtful accounts - 250
Charge to provision for unrecoupable artist balances 1,303 1,410
Depreciation and amortization 906 927
Deferred financing cost amortization 126 -
Loan discount amortization - 1,240
Equity (gain) loss from joint venture 28 (49)
Changes in operating assets and liabilities:
Accounts receivable (520) (981)
Inventories (725) (647)
Notes receivable - 123
Artist advances (2,879) 193
Accounts payable 67 (223)
Accrued liabilities and other (1,161) 76
Reserve for future returns (4,287) (593)
Royalties payable 1,420 (788)
Other (889) 460
----------------------
Net cash used in operating activities (6,883) (6,376)
INVESTING ACTIVITIES
Cash in escrow - (1,750)
Cash paid for acquisition (150) (26,583)
Purchases of equipment and leasehold improvements (733) (142)
----------------------
Net cash used in investing activities (883) (28,475)
FINANCING ACTIVITIES
Net proceeds from revolving line of credit 9,107 10,000
Payment of bank term loan (1,000) -
Proceeds from bank debt - 25,000
Related party borrowings - 300
Related party payments - (300)
Other (75) -
----------------------
Net cash provided by financing activities 8,032 35,000
----------------------
Net increase in cash 266 149
Cash, beginning of period 11 18
----------------------
Cash, end of period $ 277 $ 167
----------------------
----------------------
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
PLATINUM ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and Securities and Exchange Commission ("Commission")
regulations. In the opinion of management, the financial statements reflect all
adjustments (of a normal and recurring nature) which are necessary to present
fairly the financial position, results of operations and cash flows for the
interim periods presented. These financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
for the seven months ended December 31, 1997 of Platinum Entertainment, Inc.
("Company") included in the Transition Report on Form 10-K/A filed with the
Commission on August 14, 1998. The interim results presented are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998.
2. BASIC AND DILUTED LOSS PER COMMON SHARE
Basic loss per common share is based upon the net loss applicable to common
shares after preferred dividend requirements and upon the weighted average of
common shares outstanding during the period. Diluted loss per common share
adjusts for the effect of convertible securities, stock options and warrants
only in the periods presented in which such effect would have been dilutive.
Such effect was not dilutive in any of the periods presented herein.
3. DEBT
On December 12, 1997, the Company entered a Credit Agreement with Bank of
Montreal, under which Harris Trust and Savings Bank was appointed the exclusive
lender effective March 31, 1998. ("Original Credit Facility"). The Original
Credit Facility included a $20,000 three year term loan, due in quarterly
installments of $1,000 beginning June 1, 1998 and bearing interest at the bank's
base rate plus 1/2 of 1.0% per annum, plus a three year $10,000 available
revolving credit facility bearing interest at the bank's base rate plus 1.0% per
annum. At June 30, 1998, the Company had drawn $9,907 against the available
line of credit.
On July 31, 1998, the Company replaced the Original Credit Facility with a
$35,000 revolving line of credit from First Source Financial, Inc. ("New Credit
Facility"). The New Credit Facility has a five year term, bears interest at the
bank's base rate plus 0.75% per annum and includes a LIBOR option of LIBOR +
2.75%. Borrowings under the New Credit Facility are limited to the Borrowing
Base, as defined, which is based upon eligible accounts receivable, inventory
and music catalog. The New Credit Facility contains certain financial
covenants, requires a lockbox arrangement and is secured by substantially all of
the Company's assets. The effects of this refinancing have been reflected in
the balance sheet at June 30, 1998.
4. CONVERTIBLE SUBORDINATED DEBENTURES
On June 8, 1998, the Convertible Subordinated Debentures, $3,125 and
$1,875, totaling $5,000, issued by the Company to JCSHO, Inc. in connection with
the Company's acquisition of certain assets and the assumption of certain
liabilities of Intersound, Inc. during January 1997 ("Intersound" or "Intersound
Acquisition"), were converted to shares of Common Stock of the Company at a
conversion price of $9.80 per share. At the time of issuance, the Debenture in
the amount of $1,875 was placed in escrow pursuant to the terms of an Indemnity
Escrow Agreement dated January 31, 1997. The 191,326 shares of Common Stock
resulting from the conversion of the Debenture in the amount of $1,875 remain in
escrow. The 318,877 shares of
7
<PAGE>
PLATINUM ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Common Stock resulting from the conversion of the Debenture in the amount of
$3,125 are subject to a motion by the Company in pending litigation between the
Company and JCSHO, Inc. See "Part II - Other Information - Item 1. - Legal
Proceedings."
5. PREFERRED DIVIDEND REQUIREMENT
On February 28, 1998, the Series B Convertible Preferred Stock accrued a
dividend of $600 and the Series C Convertible Preferred Stock accrued a dividend
of $75. On May 31, 1998, the Series B Convertible Preferred Stock accrued a
dividend of $618 and the Series C Convertible Preferred Stock accrued a dividend
of $77. The dividends reflect a compounding per annum rate of 12.0% of the
initial costs of the Stocks.
6. COMMON STOCK
On June 29, 1998, the Company issued 100,000 shares of its Common Stock
to Geoffrey Holmes, an employee of the Company, and 100,000 shares of its
Common Stock to Maroley Media Group LLC at a price of $6.75 per share, which
price was equal to the closing price of the Common Stock as reported by the
Nasdaq National Market on the date of sale. An aggregate of $1,350 was
received as consideration for such issuance by the Company during July 1998.
Maroley Media Group LLC is a managing member of MAC Music LLC, a beneficial
holder of the Company's Series B Convertible Preferred Stock and warrants to
purchase shares of the Company's Common Stock.
7. K-TEL SETTLEMENT
On June 30, 1998, the Company and K-tel International, Inc. ("K-tel")
executed a Settlement Agreement, whereby the parties mutually agreed to settle
their claims to $1,750 deposited in escrow by the Company pursuant to a purchase
and sale agreement signed by the Company and K-tel during March 1997 (the "K-tel
Agreement"), and terminated by the Company in September 1997. Pursuant to the
Settlement Agreement, each party shall receive 50% of the escrowed amount. The
Company fully reserved the $1,750 in escrow prior to December 31, 1997.
Accordingly, the Company's selling, general and administrative expenses for the
three and six months ended June 30, 1998 are net of an $875 gain from this
settlement.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information in this section should be read together with the
consolidated financial statements and notes thereto that are included elsewhere
in this filing.
OVERVIEW
The Company is a full-service music company that produces, licenses,
acquires, markets and distributes high quality recorded music for a variety of
musical genres. The Company currently produces music in the gospel,
classical/themed, adult contemporary, country, blues and urban/dance genres,
primarily under its CGI Records, Intersound Classical, River North Records,
Intersound Country, House of Blues and Intersound Urban labels. The Company's
products include new releases, typically by artists established in a particular
genre, as well as compilations and repackagings of previously recorded music
that enable the Company to exploit its catalog of master recordings.
The Company currently distributes its products domestically through a
multi-channel system comprised of (i) Intersound Distribution, the Company's
proprietary distribution system, (ii) PolyGram Group Distribution, Inc.
("PGD"), the Company's third-party distributor, and (iii) Platinum Christian
Distribution to the Christian retail market. The Company is increasing the
volume of products distributed through Intersound Distribution compared to PGD;
this results in reduced costs to the Company, per record sold, due to the lack
of a third-party distribution fee. While the Company has historically
distributed records for a limited number of outside labels such as TYSCOT
RECORDS and RUF RECORDS, the Company's strategy is to increase the volume of
outside labels it distributes and use the increased distribution income to
offset the anticipated increased costs of enhancing its Intersound Distribution
system. The Company announced its exclusive North American distribution
agreement with ICHIBAN RECORDS during the second quarter, and further intends to
pursue additional distribution deals in the near future.
During the current quarter, the Company announced its partnership with
PLATINUM TECHNOLOGY, INC. to develop and operate an innovative Web-based
entertainment emporium that will allow consumers to digitally download titles
from the Company's extensive music catalog to personal computers, enabling them
to create customized CDs in their own homes. In addition, the new service will
provide standard mail order delivery of over 250,000 commercially available
titles and customized CDs compiled from any of the Company's own titles. See
"Significant Matters."
The Company records revenues for music products when such products are
shipped to retailers. In accordance with industry practice, the Company's music
products are sold on a returnable basis. The Company's allowance for future
returns is based upon its historical returns, SOUNDSCAN data and the return rate
of the Company's third-party distributor. It is the Company's policy to
inventory all returned product and resell such product at market value.
A significant recurring funding requirement of the Company is for artist
and repertoire ("A&R") expenses, which include recording costs and advances to
artists. The Company makes substantial payments each period for recording costs
and advances in order to maintain and enhance its artist roster. These costs
are recouped from the artists' royalties, to the extent possible, from future
album sales. Artist advances are capitalized as an asset when the current
popularity and past performance of the artist provides a sound basis for
estimating the probable future recoupment of such advances from earnings
otherwise payable to the artist.
9
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth, as a percentage of gross revenues, certain
items which are included in the Company's statements of operations for the
fiscal periods reflected below. Operating results for any period are not
necessarily indicative of results for any future periods.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------------------------- -------------------------------------
1998 1997 1998 1997
(IN THOUSANDS , EXCEPT FOR PERCENTAGE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total gross revenues $13,918 100.0% $15,585 100.0% $27,933 100.0% $28,948 100.0%
Less: Returns and allowances (3,727) -26.8% (4,865) -31.2% (7,229) -25.9% (9,169) -31.7%
Less: Discounts (603) -4.3% (814) -5.2% (1,208) -4.3% (1,262) -4.4%
------- ------ ------- ------
Total net revenues 9,588 68.9% 9,906 63.6% 19,496 69.8% 18,517 63.9%
Cost of sales and services 5,436 39.1% 5,235 33.6% 10,963 39.2% 9,162 31.6%
------- ------ ------- ------
Gross profit 4,152 29.8% 4,671 30.0% 8,533 30.6% 9,355 32.3%
Other operating expenses:
Selling general and
administrative 4,820 34.6% 4,462 28.6% 8,440 30.2% 8,749 30.2%
Merger, restructuring and
one-time costs - - 1,336 8.6% - - 2,259 7.8%
Depreciation and amortization 410 2.9% 487 3.1% 906 3.2% 927 3.2%
------- ------ ------- ------
5,230 37.5% 6,285 40.3% 9,346 33.4% 11,935 41.2%
------- ------ ------- ------
Operating loss (1,078) -7.7% (1,614) -10.3% (813) -2.8% (2,580) -8.9%
Interest income 22 0.2% 22 0.1% 41 0.1% 25 0.1%
Interest expense (695) -5.0% (1,136) -7.3% (1,263) -4.5% (1,735) -6.0%
Other financing costs 275 2.0% (1,903) -12.2% 205 0.7% (3,633) -12.6%
Equity gain (loss) (199) -1.4% 50 0.3% (28) -0.1% 49 0.2%
------- ------ ------- ------
Net loss (1,675) -11.9% (4,581) -29.4% (1,858) -6.6% (7,874) -27.2%
Less: Preferred dividend
requirement (695) -5.0% - - (1,370) -4.9% - -
------- ------ ------- ------
Less applicable to common shares ($2,370) -16.9% ($4,581) -29.4% $(3,228) -11.5% $(7,874) -27.2%
------- ------ ------- ------
------- ------ ------- ------
</TABLE>
GROSS REVENUES
Gross revenues decreased $1,667,000 or 10.7% to $13,918,000 for the
current second quarter compared to the prior year second quarter, and
decreased $1,015,000 or 3.5% to $27,933,000 for the six months ended June 30,
1998 compared to the comparable period of the prior fiscal year. The Company
experienced increases in product sales through Intersound Distribution, as
well as revenue increases in its licensing and publishing activities.
However, the Company experienced a decrease in product sales through its
third-party distributor, PGD, and the Company's direct to consumer sales,
causing the overall current period decreases. The Company significantly
reduced its direct to consumer sales activities of which approximately
$3,000,000 in gross revenues were recognized during the first half of last
year. The Company experienced declines in PGD sales of approximately
$2,400,000 and $1,300,000 for the three and six month periods ended June 30,
1998 compared to the prior year comparable periods. This decline was
primarily the result of two significant releases through this distribution
channel in the prior year second quarter, Peter Cetera's A COLLECTION and the
Blues Brothers' LIVE FROM THE CHICAGO HOUSE OF BLUES. There were no releases
of similar significance in the current period through PGD. Notable releases
during the current periods were BOOTY MIX 3 (Intersound Urban compilation),
Kansas' ALWAYS NEVER THE SAME (River North), Phoebe Snow's I CAN'T COMPLAIN
(House of Blues), Vickie Winan's LIVE IN DETROIT (CGI Records) and The
Bellamy Brothers' REGGAE COWBOYS (Intersound Country).
10
<PAGE>
RETURNS AND ALLOWANCES
Returns and allowances decreased $1,138,000 or 23.4% to $3,727,000 for the
current second quarter compared to the second quarter of the prior year, and
decreased $1,940,000 or 21.2% to $7,229,000 for the six months ended June 30,
1998 compared to the comparable period of the prior fiscal year. Returns and
allowances as a percentage of gross product sales, less discounts, decreased to
30.2% for the current second quarter from 34.4% for the second quarter of the
prior year, and decreased to 28.5% for the six months ended June 30, 1998 from
34.3% for the comparable period of the prior fiscal year. The decrease relates
to unusually high returns experienced by the Company during the prior periods
due to terminated relationships with certain customers who consistently failed
to pay on a timely basis.
DISCOUNTS
Discounts decreased $211,000 or 25.9% to $603,000 for the current second
quarter compared to the second quarter of the prior year, and remained
relatively unchanged at $1,208,000 for the six months ended June 30, 1998
compared to $1,262,000 for the comparable period of the prior fiscal year.
Discounts as a percentage of gross product sales remained relatively consistent
at 4.7% for the current second quarter from 5.4% for the comparable period of
the prior fiscal year, and were unchanged at 4.5% for the six months ended June
30, 1998 and the comparable period of the prior fiscal year.
COST OF SALES AND SERVICES
Cost of sales and services remained relatively consistent at $5,436,000 for
the current second quarter compared to $5,235,000 for the second quarter of the
prior year, and increased $1,801,000 or 19.7% to $10,963,000 for the six months
ended June 30, 1998 compared to the comparable period of the prior fiscal year.
Cost of sales and services as a percentage of gross revenues increased to 39.1%
for the current second quarter from 33.6% for the second quarter of the prior
year, and increased to 39.2% for the six months ended June 30, 1998 from 31.6%
for the comparable period of the prior fiscal year. The increase relates
primarily to A&R costs associated with current and future releases, by such
artists as Dionne Warwick, Taylor Dayne and The Beach Boys, for which it is the
Company's policy to write-off all or a portion of such costs as incurred.
Excluding these costs, the Company's cost of product sales remained consistent.
GROSS PROFIT
Gross profit decreased $519,000 or 11.1% to $4,152,000 for the current
second quarter compared to the second quarter of the prior year, and decreased
$822,000 or 8.8% to $8,533,000 for the six months ended June 30, 1998 compared
to the comparable period of the prior fiscal year. As a percentage of gross
revenues, gross profit remained relatively flat at 29.8% for the current second
quarter compared to 30.0% for the second quarter of the prior year, and
decreased to 30.6% for the six months ended June 30, 1998 from 32.3% for the
comparable period of the prior fiscal year. The decrease relates primarily to
the project costs as discussed above.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses increased $358,000 or 8.0% to
$4,820,000 for the current second quarter compared to the second quarter of the
prior year, and decreased $309,000 or 3.5% to $8,440,000 for the six months
ended June 30, 1998 compared to the comparable period of the prior fiscal year.
Selling, general and administrative expenses as a percentage of gross revenues
increased to 34.6% for the current second quarter from 28.6 % for the second
quarter of the prior year, and remained unchanged at 30.2% for the six months
ended June 30, 1998 and for the comparable period of the prior fiscal year. The
percentage increase in the second quarter relates primarily to a decreased
revenue base. The Company settled several lawsuits during the current quarter,
including its claim to certain amounts held in escrow pursuant to the K-tel
Agreement, for which a $311,000 net gain was recognized by the Company.
11
<PAGE>
MERGER, RESTRUCTURING AND ONE-TIME COSTS
During the three and six months ended June 30, 1997, the Company incurred
significant costs to merge and restructure its business through various
acquisitions. Reference is made to prior filings the Company has made with the
Securities and Exchange Commission (the "Commission").
OPERATING LOSS
As a result of the factors described above, an operating loss of $1,078,000
was experienced in the current second quarter compared to an operating loss of
$1,614,000 in the second quarter of the prior year, and an operating loss of
$813,000 was experienced during the six months ended June 30, 1998 compared to
an operating loss of $2,580,000 for the comparable period of the prior fiscal
year.
INCOME TAXES
No tax expense or benefit has been recorded through June 30, 1998 due to
the Company's net operating loss carryforward and related valuation allowance,
as required under generally accepted accounting principles. Pursuant to Section
382 of the Internal Revenue Code of 1986, as amended, the Company's net
operating loss carryforward of approximately $33,158,000 at December 31, 1997,
expiring in years 2007 through 2012, is subject to annual limitations due to a
change in ownership as a result of the initial public offering of the Company's
common stock in March 1996. Accordingly, approximately $12,349,000 of the net
operating loss carryforward is subject to an annual limitation of approximately
$2,200,000.
INTEREST EXPENSE
Interest expense for the current second quarter totaled $695,000 compared
to $1,136,000 for the second quarter of the prior year, and totaled $1,263,000
for the six months ended June 30, 1998 compared to $1,735,000 for the comparable
period of the prior fiscal year. See "Liquidity" and "Capital Resources" below
for details of the Company's current debt structures.
OTHER FINANCING COSTS
Other financing costs of ($275,000) were incurred during the current second
quarter compared to $1,903,000 during the second quarter of the prior year, and
other financing costs of ($205,000) were incurred during six months ended June
30, 1998 compared to $3,633,000 for the comparable period of the prior fiscal
year. The current period amounts relate to the release of previously incurred
banking fees, netted with current amortization of deferred financing costs. The
prior period amounts relate to the short-term financing of the Intersound
Acquisition and the related extension fees incurred until the Company refinanced
its debt structure in conjunction with the Preferred Stock with Warrants
Issuance. See "Capital Resources" below for details of the Company's current
debt structures.
PREFERRED DIVIDEND REQUIREMENT
On February 28, 1998, the Series B Convertible Preferred Stock accrued a
dividend of $600,000 and the Series C Convertible Preferred Stock accrued a
dividend of $75,000. On May 31, 1998, the Series B Convertible Preferred Stock
accrued a dividend of $618,000 and the Series C Convertible Preferred Stock
accrued a dividend of $77,000. The dividends reflect a compounding per annum
rate of 12.0% of the initial costs of the Stocks. The related equity securities
were not outstanding during the prior year periods.
LOSS APPLICABLE TO COMMON SHARES
The loss applicable to common shares for the current second quarter totaled
$2,370,000 compared to a loss applicable to common shares of $4,581,000 for the
second quarter of the prior year, and totaled $3,228,000 for the six months
ended June 30, 1998 compared to a loss applicable to common shares of $7,874,000
for the comparable period of the prior fiscal year. The decreased loss
applicable to common
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shares relates primarily to non-recurring financing, merger, restructuring and
one-time costs related to the Intersound Acquisition and incurred in 1997.
RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards ("SFAS") No. 130, REPORTING
COMPREHENSIVE INCOME, establishes standards for reporting and display of
comprehensive income (i.e., foreign currency translation gains/losses and
unrealized gains/losses on securities) and its components in a full set of
general-purpose financial statements. This Statement requires that an
enterprise (a) classify items of other comprehensive income by their nature in
a financial statement and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a statement of financial position. This
Statement is effective for the Company's fiscal year ending December 31, 1998.
The impact of SFAS 130 will not be material to the Company's financial
disclosures.
SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION, establishes standards for the way that public enterprises report
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial reports issued to shareholders. Operating segments are
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. This Statement
is effective for the Company's fiscal year ending December 31, 1998. The
Company is currently analyzing the impact of SFAS No. 131 on its financial
disclosures.
SIGNIFICANT MATTERS
On April 29, 1998, the Company announced its partnership with PLATINUM
TECHNOLOGY, INC. (NASDAQ: PLAT), to develop and operate an innovative Web-based
entertainment emporium that will allow consumers to digitally download titles
from the Company's extensive music catalog to personal computers, enabling them
to create customized CDs in their own homes. In addition, the new service will
provide standard mail order delivery of over 250,000 commercially available
titles and customized CDs compiled from any of the Company's own titles.
PLATINUM TECHNOLOGY, INC. will provide significant consulting services including
e-commerce, Web host infrastructure, system management, and design services
along with currently available digital compression, encryption and delivery
techniques needed to support the in-home service. Certain shareholders,
directors and officers of PLATINUM TECHNOLOGY, INC. are members of the Company's
Board of Directors.
SEASONALITY
The Company's results of operations are subject to seasonal variations. In
accordance with industry practice, the Company records revenues for music
product when such products are shipped to retailers. The Company has
historically experienced a decline in revenues and operating income during
December, January and February due to the fact that retailers purchase products
from the Company prior to December 1 in anticipation of holiday sales. As a
result, sales are traditionally lower during December and the post holiday
period.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $6,883,000 for the six months
ended June 30, 1998. This amount includes artist advances of $2,879,000 on
current and future release by such artists as Taylor Dayne, Dionne Warwick, The
Beach Boys and The Band, as well as advances to third-party distributed labels
including Ichiban Records.
Net cash used in investing activities was $883,000 for the six months ended
June 30, 1998 and comprised a $150,000 music catalog purchase and $733,000 in
capital expenditures, primarily computer hardware and software purchases to
enhance the Company's information systems.
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The operating and investing activities for the six months ended June 30,
1998 were financed primarily by borrowings from the Company's revolving line of
credit. The quarterly payment of $1,000,000 due under the Original Credit
Facility was also financed by borrowings under the revolving line of credit.
See "Capital Resources" below for additional details of the Company's available
borrowings.
A significant recurring funding requirement of the Company is for A&R
expenses, which include recording costs and advances to artists. The Company
makes substantial payments each period for recording costs and advances in order
to maintain and enhance its artist roster. These costs are recouped from the
artists' royalties, to the extent possible, from future album sales. Artist
advances are capitalized when the current popularity and past performance of the
artist provides a sound basis for estimating the probable future recoupment of
such advances from earnings otherwise payable to the artist. Royalties are not
paid to an artist until all advances made to the artist have been recouped by
the Company. The Company establishes and maintains reserves relative to royalty
payments for a period of approximately 18 to 24 months to allow for product
returns activity as royalties are not owed on returned product.
On December 12, 1997, the Company entered its Original Credit Facility.
The Original Credit Facility included a $20,000,000 three year term loan, due in
quarterly installments of $1,000,000 beginning June 1, 1998 and bearing interest
at the bank's base rate plus 1/2 of 1.0% per annum, plus a three year
$10,000,000 available revolving credit facility bearing interest at the bank's
base rate plus 1.0% per annum. At June 30, 1998, the Company had drawn
$9,907,000 against the available line of credit.
On July 31, 1998, the Company replaced the Original Credit Facility with
the New Credit Facility. The New Credit Facility has a $35,000,000 available
line of credit. The New Credit Facility has a five year term, bears interest at
the bank's base rate plus 0.75% per annum and includes a LIBOR option of LIBOR +
2.75%. Borrowings under the New Credit Facility are limited to the Borrowing
Base, as defined, which is based upon eligible accounts receivable, inventory
and music catalog. The New Credit Facility contains certain financial
covenants, requires a lockbox arrangement and is secured by substantially all of
the Company's assets.
On June 8, 1998, the Convertible Subordinated Debentures, $3,125,000 and
$1,875,000, totaling $5,000,000, issued by the Company to JCSHO, Inc. in
connection with the Company's acquisition of certain assets and the assumption
of certain liabilities of Intersound, Inc. during January 1997 ("Intersound" or
"Intersound Acquisition"), were converted to shares of Common Stock of the
Company at a conversion price of $9.80 per share. At the time of issuance, the
Debenture in the amount of $1,875,000 was placed in escrow pursuant to the terms
of an Indemnity Escrow Agreement dated January 31, 1997. The 191,326 shares of
Common Stock resulting from the conversion of the Debenture in the amount of
$1,875,000 remain in escrow. The 318,877 shares of Common Stock resulting from
the conversion of the Debenture in the amount of $3,125,000 are subject to a
motion by the Company in pending litigation between the Company and JCSHO, Inc.
See "Part II - Other Information - Item 1. - Legal Proceedings."
On February 28, 1998, the Series B Convertible Preferred Stock accrued a
dividend of $600,000 and the Series C Convertible Preferred Stock accrued a
dividend of $75,000. On May 31, 1998, the Series B Convertible Preferred Stock
accrued a dividend of $618,000 and the Series C Convertible Preferred Stock
accrued a dividend of $77,000. The dividends reflect a compounding per annum
rate of 12.0% of the initial costs of the Stocks.
On June 29, 1998, the Company issued 100,000 shares of its Common Stock
to Geoffrey Holmes, an employee of the Company, and 100,000 shares of its
Common Stock to Maroley Media Group LLC at a price of $6.75 per share, which
price was equal to the closing price of the Common Stock as reported by the
Nasdaq National Market on the date of sale. An aggregate of $1,350,000 was
received as consideration for such issuance by the Company during July 1998.
Maroley Media Group LLC is a managing member of MAC Music LLC, a beneficial
holder of the Company's Series B Convertible Preferred Stock and warrants to
purchase shares of the Company's Common Stock.
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On February 25, 1998, the Company issued a Warrant to purchase 50,000
shares of Common Stock to Geoffrey Homes, an employee of the Company, c/o GHW
& Associates, LLC (the "GHW Warrant") at an exercise price of $6.25 per
share, which price was equal to the closing price of the Common Stock as
reported by the Nasdaq National Market on the date of issuance. The Company
also issued a Warrant to purchase 50,000 shares of Common Stock to Andrew B.
Lipsher, an employee of the Company, (the "Lipsher Warrant") at an exercise
price of $6.25 per share, which price was equal to the closing price of the
Common Stock as reported by the Nasdaq National Market on the date of
issuance. The GHW Warrant and the Lipsher Warrant expire on February 25,
2008. On April 2, 1998, the Company issued a Warrant to purchase 50,000
shares of Common Stock to Mr. Holmes, c/o GHW & Associates, LLC (the "GHW
Warrant II") at an exercise price of $9.00 per share, which price was in
excess of the closing price of the Common Stock as reported by the Nasdaq
National Market on the date of issuance.
The Company is upgrading its current computer systems prior to the end
of fiscal 1998. Management estimates additional costs subsequent to June 30,
1998 to complete this upgrade to be $550,000. As part of such upgrade, the
Company has engaged Platinum TECHNOLOGY, INC., of which certain shareholders,
directors and officers are members of the Company's Board of Directors, as
consultants. For the six months ended June 30, 1998, the Company has
incurred $191,000 in connection with such services.
During July 1998, the Company purchased exclusive North American rights
to selected sound recordings for their full length of copyright, equaling 120
albums of material of the Royal Philharmonic Orchestra, pursuant to which the
Company is committed to pay $2,475,000 in quarterly installments through June
30, 2000. The Company also issued 53,055 shares of its Common Stock during
July 1998 in connection with this purchase.
Stockholders' equity at June 30, 1998 totaled $16,792,000 compared to
$12,376,000 at December 31, 1997. This net increase of $4,416,000 or 35.7% is
due to the conversion of $5,000,000 of subordinated debt and the sale of common
stock to certain related parties for proceeds of $1,350,000, offset by the
Company's current period net loss.
The Company's near and long-term capital requirements will depend on
numerous factors, including the rate at which the Company grows and acquires new
artists and products. The Company has various on-going needs for capital,
including working capital for operations, artist advances and project
development costs and capital expenditures to maintain and expand its
operations. In addition, as part of its strategy, the Company evaluates
potential acquisitions of music catalogs, publishing rights and labels. The
Company may in the future consummate acquisitions which may require the Company
to make additional capital expenditures, and such expenditures may be
significant. Future acquisitions, as well as other on-going capital needs, may
be funded with institutional financing, seller financing and/or additional
equity or debt offerings. The Company currently does not have any material
commitments for capital expenditures for the next twelve months.
INFLATION
The impact of inflation on the Company's operating results has been
moderate in recent periods, reflecting generally lower rates of inflation in the
economy. While inflation has not had a material impact on operating results,
there is no assurance that the Company's business will not be affected by
inflation in the future.
SAFE HARBOR PROVISION
This filing contains certain forward-looking statements (within the meaning
of the Private Securities Litigation Reform Act of 1995) that involve
substantial risks and uncertainties. When used in this filing, the words
"anticipate," "believe," "estimate" and "expect" and similar expressions as they
relate to the Company or its management are intended to identify such
forward-looking statements. A number of important factors could cause the
Company's actual results, performance or achievements for fiscal 1998 and beyond
to differ materially from those expressed in such forward-looking statements.
Reference is made to the Company's prior filings with the Securities and
Exchange Commission, in particular the "Risk Factors" section of the Company's
Prospectus dated March 12, 1996, for a discussion of certain of such factors.
These factors include, without limitation, commercial success of the Company's
repertoire,
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charges and costs related to acquisitions, relationships with artists and
producers, attraction and retention of key personnel, general economic and
business conditions and enhanced competition and new competitors in the recorded
music industry.
YEAR 2000 TECHNOLOGY PREPAREDNESS
The Company is currently working to resolve the potential impact of the
year 2000 on the processing of time-sensitive information by its computerized
information systems. Year 2000 issues may arise if computer programs have
been written using two digits (rather than four) to define the applicable
year. In such cases, programs that have time-sensitive logic may recognize a
date using "00" as the year 1900 rather than the year 2000, which could
result in miscalculations or system failures. Management is in the process
of completing a review of signficant software and equipment used in the
Company's operations and, to the extent practicable, in the operations of its
key business partners, in order to determine if any year 2000 risks exist
that may be material to the Company as a whole. This process includes an
assessment of year 2000 risks and the identification of practical remediation
measures that could be taken on a timely basis to alter, validate or replace
time-sensitive software and equipment. Management has already begun
implementing certain of these measures and intends to complete its
remediation efforts prior to any anticipated material impact on its
computerized information systems. Upon completion of the computer systems
upgrade described above under "Liquidity and Capital Resources," the Company
believes that its internal computerized information systems will be year 2000
compliant. The Company has not yet determined whether all other devices used
in its operations, including those with imbedded date function microchips,
are year 2000 compliant. Costs of addressing potential problems which would
not be incurred but for year 2000 issues have not been material to date and,
based on preliminary information, are not currently expected to have a
material adverse impact of the Company's financial position, results of
operations or cash flows in future periods. However, if the Company or its
significant customers or vendors are unable to resolve such processing issues
in a timely manner, it could result in a material adverse effect.
Accordingly, management plans to devote the resources it concludes are
appropriate to resolve all signficant internal year 2000 issues in a timely
manner and to develop contingency plans to deal with any adverse effects
arising from the noncompliance of significant customers or vendors.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On June 30, 1998, the Company and K-tel International, Inc. ("K-tel")
executed a Settlement Agreement, whereby the parties mutually agreed to settle
their claims to $1,750,000 deposited in escrow by the Company pursuant to a
purchase and sale agreement signed by the Company and K-tel during March 1997
(the "K-tel Agreement"), and terminated by the Company in September 1997.
Pursuant to the Settlement Agreement, each party shall receive 50% of the
escrowed amount. The Company fully reserved the $1,750,000 in escrow prior to
December 31, 1997. Accordingly, the Company's selling, general and
administrative expenses for the three and six months ended June 30, 1998 are net
of an $875,000 gain from this settlement.
On November 13, 1997, JCSHO, Inc., a Minnesota corporation, formerly known
as Intersound, Inc. ("JCSHO"), filed a complaint against the Company in the
District Court of Minnesota, Fourth Division. JCSHO alleges breach of contract
by the Company with regard to the convertible subordinated debentures in the
aggregate principal amount of $5,000,000 (the "Convertible Subordinated
Debentures") made payable to JCSHO in connection with the Intersound
Acquisition. JCSHO alleges that the Company is in default on its obligations
under the Convertible Subordinated Debentures due to failure to make certain
payments under the Convertible Subordinated Debentures at a defined default
interest rate. JCSHO is seeking damages in the amount of $5,000,000 and costs,
disbursements and attorney's fees. The Company believes that JCSHO's
allegations are without merit and intends to vigorously defend this litigation.
On April 3, 1998, the Company filed a complaint against JCSHO in the United
States District Court for the Northern District of Illinois, alleging that JCSHO
(i) breached the warranties, representations and indemnification provisions of
the purchase agreement pursuant to which the Company acquired the assets of
JCSHO and (ii) recklessly or intentionally misstated its financial statements
and provided such statements to the Company. The Company sought a turnover of
all amounts held in escrow in the form of the convertible subordinated
debentures, additional damages, a set-off of interest paid under the convertible
subordinated debentures, costs and disbursements. The Company has since
asserted such claims as a counterclaim in the action now pending in Minnesota,
where the litigation will continue.
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The Company is not a party to any other material litigation.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On June 29, 1998, the Company issued 100,000 shares of its Common Stock
to Geoffrey Holmes, an employee of the Company, and 100,000 shares of its
Common Stock to Maroley Media Group LLC, at a price of $6.75 per share, which
price was equal to the closing price of the Common Stock as reported by the
Nasdaq National Market on the date of sale. An aggregate of $1,350,000 was
received as consideration for such issuance by the Company during July 1998.
Maroley Media Group LLC is a managing member of MAC Music LLC, a beneficial
holder of the Company's Series B Convertible Preferred Stock and warrants to
purchase shares of the Company's Common Stock. These sales were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 as
transactions not involving a public offering.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
A. Exhibits.
4.1 Warrant to Purchase 50,000 Shares of Common Stock of the Registrant
issued to GHW & Associates, L.P., dated April 2, 1998.
10.1 Credit Agreement, dated July 31, 1998, by and among the Registrant,
First Source Financial LLP ("First Source"), as Agent and Lender,
and the Lenders named therein, as Lenders (the "Lenders"), and
exhibits and schedules thereto.
10.2 Revolving Note, dated July 31, 1998, issued by the Registrant in
favor of First Source, in the principal amount of $35,000,000.
10.3 Security Agreement, dated July 31, 1998, among the Registrant,
First Source and the Lenders, and schedules thereto.
10.4 Intellectual Property Security Agreement, dated July 31, 1998,
among the Registrant, Lexicon Music, Inc. ("Lexicon"), PEG
Publishing, Inc. ("PEG"), Just Mike Music, Inc. ("Just Mike") and
Royce Publishing, Inc. ("Royce") (Lexicon, PEG, Just Mike and Royce
are hereinafter referred to as the "Subsidiaries"), First Source
and the Lenders, and schedules thereto.
10.5 Guaranty, dated July 31, 1998, among the Subsidiaries, First Source
and the Lenders, and schedules thereto.
10.6 Stock Pledge Agreement, dated July 31, 1998, among the Registrant,
First Source and the Lenders, and exhibits thereto.
27. Financial Data Schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Platinum
Entertainment, Inc. has duly caused this filing to be signed on its behalf by
the undersigned, thereunto duly authorized, on this 14th day of August, 1998.
PLATINUM ENTERTAINMENT, INC.
By: /s/ STEVEN DEVICK
--------------------------------
Steven Devick
Chairman of the Board, President
and Chief Executive Officer
By: /s/ DOUGLAS C. LAUX
--------------------------------
Douglas C. Laux
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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Exhibit 4.1
NEITHER THIS WARRANT NOR ANY SECURITIES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT (THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS AS
EVIDENCED BY AN OPINION OF COUNSEL DELIVERED AND REASONABLY ACCEPTABLE TO THE
COMPANY.
----------------------------------------------
PLATINUM ENTERTAINMENT, INC.
COMMON STOCK PURCHASE WARRANT
----------------------------------------------
This certifies that, for good and valuable consideration, Platinum
Entertainment, Inc., a Delaware corporation (the "Company"), grants to GWH &
Associates, LLC, its successors and permitted assigns (the "Warrantholder"),
the right to subscribe for and purchase from the Company fifty thousand
(50,000) validly issued, fully paid and nonassessable shares (the "Warrant
Shares") of the Company's Common Stock, par value $.001 per share (the
"Common Stock"), at the purchase price per share equal to the Exercise Price,
as defined herein, at any time prior to 5:00 p.m., New York City time, on
April 2, 2008 (the "Expiration Date"), subject to the terms, conditions and
adjustments herein set forth.
The "Exercise Price" shall mean $9.00 per share of Common Stock.
The Exercise Price as determined in accordance with the foregoing shall be
adjusted from time to time in accordance with the provisions of Section 6.
<PAGE>
2
1. EXERCISE OF WARRANTS.
1.1 EXERCISE OF WARRANT. This Warrant may be exercised, in
whole or in part, at any time or from time to time prior to the Expiration Date,
by surrendering to the Company at its principal office this Warrant, with an
Exercise Form (as defined herein) duly executed by the Warrantholder and
accompanied by payment of the Exercise Price for the number of shares of Common
Stock specified in such Exercise Form.
1.2 CASHLESS EXERCISE. In lieu of the payment of the
Exercise Price, the Warrantholder shall have the right (but not the
obligation) to require the Company to convert this Warrant, in whole or in
part, into shares of Common Stock (the "Conversion Right") as provided for in
this Section 1.2. Upon exercise of the Conversion Right, the Company shall
deliver to the Warrantholder (without payment by the Warrantholder of any of
the Exercise Price) that number of shares of Common Stock equal to the
quotient obtained by dividing (x) the value of the Warrant or portion thereof
being exercised at the time the Conversion Right is exercised (determined by
subtracting the aggregate Exercise Price in effect immediately prior to the
exercise of the Conversion Right for the number of shares for which the
Warrant is being exercised from the aggregate Current Market Price (as
defined herein) of the shares of Common Stock issuable upon exercise of the
Warrant for the number of shares for which the Warrant is being exercised
immediately prior to the exercise of the Conversion Right) by (y) the Current
Market Price of one share of Common Stock immediately prior to the exercise
of the Conversion Right. The Conversion Right may be exercised at any time
or from time to time prior to the Expiration Date by surrendering to the
Company at its principal office this Warrant, with an Exercise Form duly
executed by the Warrantholder and indicating that the Warrantholder wishes to
exercise the Conversion Right and specifying the total number of shares of
Common Stock for which the Warrant is being exercised.
1.3 DELIVERY OF WARRANT SHARES; EFFECTIVENESS OF EXERCISE.
(a) DELIVERY OF WARRANT SHARES. A stock certificate or
certificates for the Warrant Shares specified in the Exercise Form along with
a check for the amount of cash to be paid in lieu of fractional shares, if
any, shall be delivered to the Warrantholder within 10 Business Days after
the Exercise Date (as defined herein). If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of the
stock certificate or certificates and cash in lieu of fractional shares, if
any, deliver to the Warrantholder a new Warrant evidencing the rights to
purchase the remaining Warrant Shares, which new Warrant shall in all other
respects be identical with this Warrant.
(b) EFFECTIVENESS OF EXERCISE. The exercise of this
Warrant shall be deemed to have been effective immediately prior to the close of
business on the Business Day on which this Warrant is exercised in accordance
with Section 1.1 or 1.2 (the "Exercise Date"). The Person in whose name any
certificate for shares of Common Stock shall be issuable upon such exercise
shall be deemed to be the record holder of such shares of Common Stock for all
purposes on the Exercise Date.
1.4 PAYMENT OF TAXES. The issuance of certificates for Warrant
Shares shall be made without charge to the Warrantholder for any stock transfer
or other issuance tax in respect thereof; provided, however, that the
Warrantholder shall be required to pay any and all taxes that may be payable in
respect of any transfer involved in the issuance and delivery of any certificate
in a name other than that of the then Warrantholder as reflected upon the books
of the Company.
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3
2. RESTRICTIVE LEGENDS.
2.1 WARRANTS. Except as otherwise permitted by this Section 2,
each Warrant (and each Warrant issued in substitution for any Warrant pursuant
to Section 4) shall be stamped or otherwise imprinted with a legend in
substantially the following form:
NEITHER THIS WARRANT NOR ANY SECURITIES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT (THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER
SUCH ACT AND SUCH LAWS AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED AND
REASONABLY ACCEPTABLE TO THE COMPANY.
2.2 WARRANT SHARES. Except as otherwise permitted by this
Section 2, each stock certificate for Warrant Shares issued upon the exercise of
any Warrant and each stock certificate issued upon the direct or indirect
transfer of any such Warrant Shares shall be stamped or otherwise imprinted with
a legend in substantially the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT AND SUCH LAWS AS EVIDENCED BY AN OPINION OF COUNSEL
DELIVERED AND REASONABLY ACCEPTABLE TO THE COMPANY.
2.3 REMOVAL OF LEGENDS. Notwithstanding the foregoing, the
Warrantholder may require the Company to issue a Warrant or a stock certificate
for Warrant Shares, in each case without a legend, if either (i) such Warrant or
such Warrant Shares, as the case may be, have been registered for resale under
the Securities Act and sold pursuant to such registration or (ii) if reasonably
requested by the Company, the Warrantholder has delivered to the Company an
opinion of legal counsel (from a firm reasonably satisfactory to the Company)
which opinion shall be
<PAGE>
4
addressed to the Company and be reasonably satisfactory in form and substance to
the Company's counsel, to the effect that such registration is not required with
respect to such Warrant or such Warrant Shares, as the case may be.
3. RESERVATION AND REGISTRATION OF SHARES, ETC.
The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of
this Warrant will, upon issuance, be validly issued, fully paid and
nonassessable, not subject to any preemptive rights, and free from all taxes,
liens, security interests, charges, and other encumbrances with respect to the
issuance thereof, other than taxes in respect of any transfer occurring
contemporaneously with such issue.
(b) During the period within which this Warrant may be
exercised, the Company will at all times have authorized and reserved, and keep
available free from preemptive rights, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant.
4. LOSS OR DESTRUCTION OF WARRANT.
Subject to the terms and conditions hereof, upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, of such bond or indemnification as the Company may reasonably
require, and, in the case of mutilation, upon surrender and cancellation of
this Warrant, the Company will execute and deliver a new Warrant of like tenor.
5. OWNERSHIP OF WARRANT.
The Company may deem and treat the Person in whose name this Warrant
is registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer.
6. CERTAIN ADJUSTMENTS.
6.1 The number of Warrant Shares purchasable upon the exercise
of this Warrant and the Exercise Price shall be subject to adjustment as
follows:
<PAGE>
5
(a) STOCK DIVIDENDS, SUBDIVISION, COMBINATION OR
RECLASSIFICATION OF COMMON STOCK. If at any time after the date of the issuance
of this Warrant the Company shall (i) declare a stock dividend on the Common
Stock payable in shares of its capital stock (including Common Stock),
(ii) increase the number of shares of Common Stock outstanding by a subdivision
or split-up of shares of Common Stock, (iii) decrease the number of shares of
Common Stock outstanding by a combination of shares of Common Stock or
(iv) issue any shares of its capital stock in a reclassification of the Common
Stock, then, on the record date for such dividend or the effective date of such
subdivision or split-up, combination or reclassification, as the case may be,
the number and kind of shares to be delivered upon exercise of this Warrant will
be adjusted so that the Warrantholder will be entitled to receive the number and
kind of shares of capital stock that such Warrantholder would have owned or been
entitled to receive upon or by reason of such event had this Warrant been
exercised immediately prior thereto, and the Exercise Price will be adjusted as
provided below in paragraph (f).
(b) REORGANIZATION, ETC. If at any time after the date of
issuance of this Warrant any consolidation of the Company with or merger of the
Company with or into any other Person (other than a merger or consolidation in
which the Company is the surviving or continuing corporation and which does not
result in any reclassification of, or change (other than a change in par value
or from par value to no par value or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of Common Stock)
or any sale, lease or other transfer of all or substantially all of the assets
of the Company to any other person (each, a "Reorganization Event"), shall be
effected in such a way that the holders of Common Stock shall be entitled to
receive cash, stock, other securities or assets (whether such cash, stock, other
securities or assets are issued or distributed by the Company or another Person)
with respect to or in exchange for Common Stock, then, upon exercise of this
Warrant the Warrantholder shall have the right to receive the kind and amount of
cash, stock, other securities or assets receivable upon such Reorganization
Event by a holder of the number of shares of Common Stock that such
Warrantholder would have been entitled to receive upon exercise of this Warrant
had this Warrant been exercised immediately before such Reorganization Event,
subject to adjustments that shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section 6.1.
(c) OTHER DILUTIVE EVENTS. In case any event shall occur
having an effect similar to the events described in Sections 6.1(a) and
6.1(b), then, in each such case, the Exercise Price and/or the amount of any
Common Stock, cash, securities or other assets to be delivered upon exercise
of the Warrants shall be adjusted on a basis consistent with reflecting
equitably the effects of such changes to the Warrantholders. In the event of
such an occurrence, upon receipt of a request for an adjustment from a
majority of the Warrantholders, the Company and such Warrantholders shall
negotiate in good faith to agree upon an appropriate adjustment within thirty
(30) days of such notice, and if the Company fails to agree within such
30-day period, the Company shall appoint a firm of independent certified
accountants of recognized national standing (who can be the regular auditors
of the Company), which shall render an opinion upon the adjustments, if any,
necessary to reflect equitably the effects of such changes to the
Warrantholders. Upon receipt of such opinion, or final agreement with such
Warrantholders, the Company shall make the adjustment described therein. The
cost and expenses of such accountants shall be borne by the Company.
<PAGE>
6
(d) FRACTIONAL SHARES. No fractional shares of Common
Stock or scrip shall be issued to any Warrantholder in connection with the
exercise of this Warrant. Instead of any fractional shares of Common Stock that
would otherwise be issuable to such Warrantholder, the Company will pay to such
Warrantholder a cash adjustment in respect of such fractional interest in an
amount equal to that fractional interest of the then Current Market Price per
share of Common Stock.
(e) CARRYOVER. Notwithstanding any other provision of this
Section 6.1, no adjustment shall be made to the number of shares of Common Stock
to be delivered to the Warrantholder (or to the Exercise Price) if such
adjustment represents less than .05% of the number of shares to be so delivered,
but any lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment that together with any
adjustments so carried forward shall amount to .05% or more of the number of
shares to be so delivered.
(f) EXERCISE PRICE ADJUSTMENT. Whenever the number of
Warrant Shares purchasable upon the exercise of the Warrant is adjusted as
provided pursuant to this Section 6.1, the Exercise Price per share payable upon
the exercise of this Warrant shall be adjusted by multiplying such Exercise
Price immediately prior to such adjustment by a fraction, of which the numerator
shall be the number of Warrant Shares purchasable upon the exercise of the
Warrant immediately prior to such adjustment, and of which the denominator shall
be the number of Warrant Shares purchasable immediately thereafter.
<PAGE>
7
6.2 NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares
or the Exercise Price of such Warrant Shares is adjusted, as herein provided,
the Company shall promptly mail by first class mail, postage prepaid, to the
Warrantholder, notice of such adjustment or adjustments and a certificate of a
firm of independent public accountants of recognized national standing selected
by the Board of Directors of the Company (who shall be appointed at the
Company's expense and who may be the independent public accountants regularly
employed by the Company) setting forth the number of Warrant Shares and the
Exercise Price of such Warrant Shares after such adjustment, setting forth a
brief statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.
7. AMENDMENTS. Any provision of this Warrant may be amended and the
observance thereof waived only with the written consent of the Company and the
Warrantholder.
8. NOTICES OF CORPORATE ACTION. So long as this Warrant has not
been exercised in full, in the event of:
(a) any consolidation or merger involving the Company and
any other party or any transfer of all or substantially all the assets of the
Company to any other party;
(b) any offering to all the holders of its Common Stock of
any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company,
or any option, right or warrant to subscribe therefor; or
(c) any voluntary or involuntary dissolution, liquidation
or winding-up of the Company,
the Company will mail, by first class mail, postage prepaid, to the
Warrantholder a notice specifying (i) the date or expected date on which any
such record is to be taken for the purpose of a dividend, distribution or right
and the amount and character of any such dividend, distribution or right and
(ii) the date or expected date on which a reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place and the time, if any such time is to be fixed, as of
which the holders of record of Common Stock (or other securities) shall be
<PAGE>
8
entitled to exchange their shares of Common Stock (or other securities) for the
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation or winding-up. Such notice shall be delivered as soon
as practicable and if possible at least 20 days prior to the date therein
specified in the case of any date referred to in the foregoing subdivisions (i)
and (ii). Failure to give the notice specified hereunder shall have no effect
on the status or effectiveness of the action to which the required notice
relates.
9. DEFINITIONS.
As used herein, unless the context otherwise requires, the following
terms have the following meanings:
"BUSINESS DAY" means any day other than a Saturday, Sunday or a day on
which national banks are authorized by law or executive order to close in the
State of New York.
"COMMON STOCK" has the meaning specified on the cover of this Warrant.
"COMPANY" has the meaning specified on the cover of this Warrant.
"CURRENT MARKET PRICE" means, with respect to each share of Common
Stock as of any date, the average of the daily Closing Prices per share of
Common Stock for the 10 consecutive trading days commencing 15 trading days
prior to such date.
<PAGE>
9
"EXERCISE FORM" means an Exercise Form in the form annexed hereto as
Exhibit A.
"EXPIRATION DATE" has the meaning specified on the cover of this
Warrant.
"SECURITIES ACT" has the meaning specified on the cover of this
Warrant.
"WARRANTHOLDER" has the meaning specified on the cover of this
Warrant.
"WARRANT SHARES" has the meaning specified on the cover of this
Warrant; provided, however, that Warrant Shares shall not include shares sold to
the public pursuant to Rule 144 under the Securities Act of 1933, as amended, or
pursuant to an effective registration statement under the Securities Act.
11. MISCELLANEOUS.
11.1 ENTIRE AGREEMENT. This Warrant constitutes the entire
agreement between the Company and the Warrantholder with respect to this
Warrant.
11.2 BINDING EFFECT; BENEFITS. This Warrant shall inure to the
benefit of and shall be binding upon the Company and the Warrantholder and their
respective successors and assigns. Nothing in this Warrant, expressed or
implied, is intended to or shall confer on any person other than the Company and
the Warrantholder, or their respective successors or assigns, any rights,
remedies, obligations or liabilities under or by reason of this Warrant.
11.3 SECTION AND OTHER HEADINGS. The section and other headings
contained in this Warrant are for reference purposes only and shall not be
deemed to be a part of this Warrant or to affect the meaning or interpretation
of this Warrant.
11.4 NOTICES. All notices and other communications required or
permitted hereunder shall be in writing and shall be delivered personally,
telecopied or sent by certified, registered or express mail, postage prepaid.
Any such notice shall be deemed given when so delivered personally, telecopied
or sent by certified, registered or express mail, as follows:
(a) if to the Company, addressed to:
Platinum Entertainment, Inc.
2001 Butterfield Road
Downers Grove, Illinois 60515
Telecopy: (630) 769-0049
Attention: Chief Executive Officer
with a copy to:
Katten, Muchin & Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661
Telecopy: (312) 902-1061
Attention: Matthew S. Brown, Esq.
<PAGE>
10
(b) if to the Warrantholder, addressed to:
--------------------------------------
--------------------------------------
--------------------------------------
Telecopy:
-----------------------------
Any party may by notice given in accordance with this Section 11.4 designate
another address or person for receipt of notices hereunder.
11.5 SEVERABILITY. Any term or provision of this Warrant which
is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the terms and provisions of this Warrant or
affecting the validity or enforceability of any of the terms or provisions of
this Warrant in any other jurisdiction.
11.6 GOVERNING LAW. This Warrant shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to such agreements made and to be performed entirely within such
State.
11.7 NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing
contained in this Warrant shall be deemed to confer upon the Warrantholder
any rights as a stockholder of the Company or as imposing any liabilities on
the Warrantholder to purchase any securities whether such liabilities are
asserted by the Company or by creditors or stockholders of the Company or
otherwise.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer.
PLATINUM ENTERTAINMENT, INC.
By: /s/ Steven Devick
-----------------------------------------
Name: Steven Devick
Title: Chief Executive Officer
Dated: April 2, 1998
<PAGE>
11
EXHIBIT A
EXERCISE FORM
(To be executed upon exercise of this Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase __________ of the Warrant Shares and
[herewith tenders payment for such Warrant Shares to the order of Platinum
Entertainment, Inc. in the amount of $__________] [hereby exercises its
Conversion Right] in accordance with the terms of this Warrant. The undersigned
requests that a certificate for [such Warrant Shares] [that number of Warrant
Shares to which the undersigned is entitled as calculated pursuant to
Section 1.2] be registered in the name of the undersigned and that such
certificates be delivered to the undersigned's address below.
Dated:
----------------------------
Signature
-------------------------------
-------------------------------
(Print Name)
-------------------------------
(Street Address)
-------------------------------
(City) (State) (Zip Code)
<PAGE>
SECURED CREDIT AGREEMENT
BY AND AMONG
PLATINUM ENTERTAINMENT, INC.,
as Borrower,
THE LENDERS NAMED HEREIN,
as Lenders,
AND
FIRST SOURCE FINANCIAL LLP,
as Agent and a Lender
Dated as of
July 31, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SECTION 1 CERTAIN DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.1 CERTAIN DEFINITIONS. . . . . . . . . . . . . . . . . . 1
SECTION 1.2 ACCOUNTING AND FINANCIAL DETERMINATIONS. . . . . . . . 20
SECTION 1.3 CROSS REFERENCES; HEADINGS . . . . . . . . . . . . . . 21
SECTION 2 COMMITMENTS OF LENDERS; LOAN REQUESTS; REDUCTION OR TERMINATION
OF THE COMMITMENTS; PREPAYMENTS; MAKING OF PAYMENTS; SETOFF. . . 21
SECTION 2.1 COMMITMENTS. . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.2 REVOLVING LOAN TERMINATION DATE. . . . . . . . . . . . 22
SECTION 2.3 LOAN REQUESTS. . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.4 CERTAIN WAIVERS. . . . . . . . . . . . . . . . . . . . 25
SECTION 2.5 LOAN ACCOUNT . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.6 VOLUNTARY PREPAYMENT OF REVOLVING LOANS; VOLUNTARY
REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT . 25
SECTION 2.7 MANDATORY PREPAYMENTS ON REVOLVING LOANS . . . . . . . 25
SECTION 2.8 PREPAYMENT PREMIUM . . . . . . . . . . . . . . . . . . 26
SECTION 2.9 MAKING OF PAYMENTS . . . . . . . . . . . . . . . . . . 26
SECTION 2.10 DUE DATE EXTENSION . . . . . . . . . . . . . . . . . . 26
SECTION 2.11 SET OFF AND SHARING OF PAYMENTS. . . . . . . . . . . . 26
SECTION 2.12 CERTAIN MATTERS RELATING TO LETTERS OF CREDIT. . . . . 27
2.12.1 ISSUANCE OF LETTERS OF CREDIT. . . . . . . . . . . . . 27
2.12.2 TERMS OF LETTERS OF CREDIT . . . . . . . . . . . . . . 28
2.12.3 LENDERS' PARTICIPATION . . . . . . . . . . . . . . . . 28
2.12.4 NOTICE OF ISSUANCE . . . . . . . . . . . . . . . . . . 28
2.12.5 PAYMENT OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT . . . 29
2.12.6 PAYMENT BY LENDERS . . . . . . . . . . . . . . . . . . 30
2.12.7 ISSUING BANK . . . . . . . . . . . . . . . . . . . . . 30
2.12.8 OBLIGATIONS ABSOLUTE . . . . . . . . . . . . . . . . . 31
2.12.9 AGENT'S EXECUTION OF APPLICATIONS AND OTHER ISSUING
BANK DOCUMENTATION; RELIANCE ON CREDIT AGREEMENT BY
ISSUING BANK . . . . . . . . . . . . . . . . . . . . . 32
2.12.10 CASH COLLATERAL. . . . . . . . . . . . . . . . . . . . 32
2.12.11 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . 32
SECTION 2.13 STATEMENTS . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3 NOTES; RECORDKEEPING . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 4 INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 4.1 INTEREST RATES . . . . . . . . . . . . . . . . . . . . 34
SECTION 4.2 DEFAULT INTEREST . . . . . . . . . . . . . . . . . . . 34
SECTION 4.3 CONVERSION OR CONTINUATION . . . . . . . . . . . . . . 35
<PAGE>
SECTION 4.4 SPECIAL PROVISIONS GOVERNING LIBOR RATE LOANS. . . . . 36
SECTION 4.5 INTEREST PAYMENT DATES . . . . . . . . . . . . . . . . 38
SECTION 4.6 SETTING OF RATES . . . . . . . . . . . . . . . . . . . 38
SECTION 4.7 COMPUTATION OF INTEREST. . . . . . . . . . . . . . . . 38
SECTION 5 FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.1 COMPUTATION OF FEES. . . . . . . . . . . . . . . . . . 38
SECTION 5.2 NON-USE FEES . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.3 CLOSING FEE. . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.4 LETTER OF CREDIT FEES. . . . . . . . . . . . . . . . . 39
SECTION 5.5 AUDIT FEES . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.6 APPRAISAL FEES . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.7 MINIMUM FACILITY UTILIZATION FEE . . . . . . . . . . . 39
SECTION 6 ACCOUNT AGREEMENTS; ACCOUNTS; LIST OF ACCOUNTS AND ACCOUNT
STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.1 ACCOUNT AGREEMENTS . . . . . . . . . . . . . . . . . . 40
SECTION 6.2 BANK ACCOUNTS. . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.3 LIST OF ACCOUNTS AND ACCOUNT STATEMENTS. . . . . . . . 41
SECTION 7 PROCEEDS OF COLLATERAL; APPLICATION OF FUNDS; DEEMED LOANS . . . 41
SECTION 7.1 PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS;
LOCKBOX. . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 7.2 APPLICATION OF MASTER ACCOUNT FUNDS. . . . . . . . . . 42
SECTION 7.3 APPLICATION OF FUNDS AVAILABLE FOR LOAN REPAYMENTS . . 42
SECTION 7.4 APPLICATION UPON AN EVENT OF DEFAULT . . . . . . . . . 42
SECTION 7.5 DEEMED LOANS . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.6 APPLICATION OF PROCEEDS. . . . . . . . . . . . . . . . 43
SECTION 8 INCREASED COSTS AND OTHER SPECIAL PROVISIONS . . . . . . . . . . 44
SECTION 8.1 INCREASED COSTS. . . . . . . . . . . . . . . . . . . . 44
SECTION 8.2 FUNDING LOSSES . . . . . . . . . . . . . . . . . . . . 45
SECTION 8.3 DISCRETION OF THE LENDERS AS TO MANNER OF FUNDING. . . 45
SECTION 8.4 CONCLUSIVENESS OF STATEMENTS; SURVIVAL OF PROVISIONS . 45
SECTION 9 COLLATERAL AND ELIGIBILITY REQUIREMENTS. . . . . . . . . . . . . 46
SECTION 9.1 ELIGIBLE ACCOUNTS. . . . . . . . . . . . . . . . . . . 46
SECTION 9.2 ACCOUNT WARRANTIES . . . . . . . . . . . . . . . . . . 47
SECTION 9.3 VERIFICATION OF ACCOUNTS . . . . . . . . . . . . . . . 48
SECTION 9.4 ELIGIBLE INVENTORY . . . . . . . . . . . . . . . . . . 48
SECTION 9.5 INVENTORY WARRANTIES . . . . . . . . . . . . . . . . . 48
SECTION 9.6 SECURITY INTEREST. . . . . . . . . . . . . . . . . . . 49
SECTION 9.7 CONSIGNED INVENTORY. . . . . . . . . . . . . . . . . . 49
SECTION 9.8 COLLATERAL DOCUMENTS . . . . . . . . . . . . . . . . . 49
(ii)
<PAGE>
SECTION 9.9 SUBSEQUENTLY ACQUIRED PROPERTY . . . . . . . . . . . . 49
SECTION 9.10 CHANGE OF LOCATION OR NAME . . . . . . . . . . . . . . 50
SECTION 9.11 DELIVERIES; FURTHER ASSURANCES . . . . . . . . . . . . 50
SECTION 10 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . 51
SECTION 10.1 DUE ORGANIZATION, AUTHORIZATION, ETC.. . . . . . . . . 51
SECTION 10.2 CERTAIN AGREEMENTS . . . . . . . . . . . . . . . . . . 51
SECTION 10.3 FINANCIAL INFORMATION; FINANCIAL CONDITION . . . . . . 51
SECTION 10.4 LITIGATION AND CONTINGENT OBLIGATIONS. . . . . . . . . 52
SECTION 10.5 LIENS. . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 10.6 CONTRACTS; ABSENCE OF DEFAULT. . . . . . . . . . . . . 53
SECTION 10.7 EMPLOYEE BENEFIT PLANS . . . . . . . . . . . . . . . . 53
SECTION 10.8 INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT. . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 10.9 REGULATIONS U AND X. . . . . . . . . . . . . . . . . . 54
SECTION 10.10 PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 10.11 CONFIRMATION OF WARRANTIES . . . . . . . . . . . . . . 55
SECTION 10.12 INSURANCE. . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 10.13 MATERIAL DISRUPTIONS . . . . . . . . . . . . . . . . . 55
SECTION 10.14 PATENTS, TRADEMARKS, ETC.. . . . . . . . . . . . . . . 55
SECTION 10.15 OWNERSHIP OF PROPERTIES; PROPERTY SCHEDULE . . . . . . 55
SECTION 10.16 BUSINESS LOCATIONS; TRADE NAMES. . . . . . . . . . . . 56
SECTION 10.17 ACCURACY OF INFORMATION. . . . . . . . . . . . . . . . 56
SECTION 10.18 SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . 56
SECTION 10.19 HAZARDOUS MATERIALS. . . . . . . . . . . . . . . . . . 57
SECTION 10.20 AGENT'S FEES . . . . . . . . . . . . . . . . . . . . . 57
SECTION 10.21 TAXES. . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 10.22 SECURITIES LAWS. . . . . . . . . . . . . . . . . . . . 57
SECTION 10.23 GOVERNMENTAL AUTHORIZATIONS. . . . . . . . . . . . . . 58
SECTION 10.24 COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . 58
SECTION 10.25 EMPLOYEES AND LABOR. . . . . . . . . . . . . . . . . . 58
SECTION 10.26 YEAR 2000. . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 10.27 SOLVENCY . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 10.28 COLLATERAL . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 11 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 11.1 REPORTS, CERTIFICATES AND OTHER INFORMATION. . . . . . 59
SECTION 11.2 CORPORATE EXISTENCE; FOREIGN QUALIFICATION . . . . . . 63
SECTION 11.3 BOOKS, RECORDS AND INSPECTIONS . . . . . . . . . . . . 63
SECTION 11.4 INSURANCE. . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.5 TAXES AND LIABILITIES. . . . . . . . . . . . . . . . . 64
SECTION 11.6 EMPLOYEE BENEFIT PLANS . . . . . . . . . . . . . . . . 65
SECTION 11.7 COLLATERAL DOCUMENTS . . . . . . . . . . . . . . . . . 65
SECTION 11.8 COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . 65
SECTION 11.9 MAINTENANCE OF PERMITS . . . . . . . . . . . . . . . . 65
(iii)
<PAGE>
SECTION 11.10 PURCHASE, REDEMPTION, DISTRIBUTION, INTEREST AND PAYMENT
RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.11 LOANS, ADVANCES OR INVESTMENTS . . . . . . . . . . . . 66
SECTION 11.12 MERGERS, CONSOLIDATIONS, SALES . . . . . . . . . . . . 66
SECTION 11.13 UNCONDITIONAL PURCHASE OBLIGATIONS . . . . . . . . . . 66
SECTION 11.14 REGULATIONS U AND X. . . . . . . . . . . . . . . . . . 66
SECTION 11.15 SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . 66
SECTION 11.16 NO AMENDMENT OF ORGANIZATION DOCUMENTS . . . . . . . . 67
SECTION 11.17 OTHER AGREEMENTS . . . . . . . . . . . . . . . . . . . 67
SECTION 11.18 BUSINESS ACTIVITIES; NAME. . . . . . . . . . . . . . . 67
SECTION 11.19 TRANSACTIONS WITH AFFILIATES . . . . . . . . . . . . . 67
SECTION 11.20 ENVIRONMENTAL LIABILITIES. . . . . . . . . . . . . . . 67
SECTION 11.21 INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . 67
SECTION 11.22 LIENS. . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 11.23 FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . 68
SECTION 11.24 LANDLORD AND WAREHOUSEMAN AGREEMENTS . . . . . . . . . 68
SECTION 11.25 MAINTENANCE OF REAL ESTATE . . . . . . . . . . . . . . 68
SECTION 11.26 ACCOUNT RECORDS. . . . . . . . . . . . . . . . . . . . 68
SECTION 11.27 INSTRUMENTS AND CHATTEL PAPER. . . . . . . . . . . . . 69
SECTION 11.28 INVENTORY RECORDS. . . . . . . . . . . . . . . . . . . 69
SECTION 11.29 COLLATERAL LOCATIONS . . . . . . . . . . . . . . . . . 69
SECTION 11.30 DISPOSAL OF PROPERTY . . . . . . . . . . . . . . . . . 70
SECTION 11.31 MANAGEMENT AND CONSULTING FEES . . . . . . . . . . . . 70
SECTION 11.32 CORPORATE ACCOUNTS . . . . . . . . . . . . . . . . . . 70
SECTION 11.33 FINANCIAL COVENANTS. . . . . . . . . . . . . . . . . . 70
SECTION 12 CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 12.1 INITIAL REVOLVING LOAN . . . . . . . . . . . . . . . . 72
SECTION 12.2 ALL LOANS; LC GUARANTIES . . . . . . . . . . . . . . . 73
SECTION 13 EVENTS OF DEFAULT AND THEIR EFFECT . . . . . . . . . . . . . . . 74
SECTION 13.1 EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . 74
SECTION 13.2 EFFECT OF EVENT OF DEFAULT . . . . . . . . . . . . . . 77
SECTION 13.3 RIGHTS AND REMEDIES GENERALLY. . . . . . . . . . . . . 77
SECTION 13.4 ENTRY UPON PREMISES AND ACCESS TO INFORMATION. . . . . 77
SECTION 13.5 SALE OR OTHER DISPOSITION OF COLLATERAL BY AGENT . . . 78
SECTION 13.6 NOTICE TO ACCOUNT DEBTORS. . . . . . . . . . . . . . . 78
SECTION 13.7 WAIVER OF DEMAND . . . . . . . . . . . . . . . . . . . 78
SECTION 13.8 WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . 78
SECTION 14 GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 14.1 WAIVER; AMENDMENTS . . . . . . . . . . . . . . . . . . 79
SECTION 14.2 CONFIRMATIONS. . . . . . . . . . . . . . . . . . . . . 79
SECTION 14.3 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . 80
(iv)
<PAGE>
SECTION 14.4 COSTS, EXPENSES AND TAXES. . . . . . . . . . . . . . . 80
SECTION 14.5 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . 81
SECTION 14.6 SUBMISSION TO JURISDICTION . . . . . . . . . . . . . . 82
SECTION 14.7 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . 83
SECTION 14.8 SEVERAL OBLIGATIONS; NATURE OF LENDER'S RIGHTS . . . . 83
SECTION 14.9 ENTRY INTO AGREEMENT . . . . . . . . . . . . . . . . . 83
SECTION 14.10 LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . 83
SECTION 14.11 JURY TRIAL; DAMAGE WAIVER. . . . . . . . . . . . . . . 84
SECTION 14.12 SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . 84
SECTION 14.13 MARSHALING . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 14.14 WAIVERS WITH RESPECT TO OTHER INSTRUMENTS. . . . . . . 84
SECTION 14.15 RETENTION OF BORROWER'S DOCUMENTS. . . . . . . . . . . 84
SECTION 14.16 SURVIVAL OF WARRANTIES . . . . . . . . . . . . . . . . 84
SECTION 14.17 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . 85
SECTION 14.18 EXCEPTIONS TO COVENANTS. . . . . . . . . . . . . . . . 85
SECTION 14.19 CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . 85
SECTION 14.20 REINSTATEMENT. . . . . . . . . . . . . . . . . . . . . 85
SECTION 14.21 ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . 85
SECTION 14.22 ACKNOWLEDGMENT . . . . . . . . . . . . . . . . . . . . 86
SECTION 14.23 CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . 86
SECTION 15 ASSIGNMENT AND PARTICIPATION; AGENT. . . . . . . . . . . . . . . 86
SECTION 15.1 ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND NOTES. . . 86
SECTION 15.2 AGENT. . . . . . . . . . . . . . . . . . . . . . . . . 88
15.2.1 APPOINTMENT OF AGENT . . . . . . . . . . . . . . . . . 88
15.2.2 NATURE OF DUTIES OF AGENT. . . . . . . . . . . . . . . 89
15.2.3 LACK OF RELIANCE ON AGENT. . . . . . . . . . . . . . . 89
15.2.4 CERTAIN RIGHTS OF AGENT. . . . . . . . . . . . . . . . 89
15.2.5 RELIANCE BY AGENT. . . . . . . . . . . . . . . . . . . 90
15.2.6 INDEMNIFICATION OF AGENT . . . . . . . . . . . . . . . 90
15.2.7 AGENT IN ITS INDIVIDUAL CAPACITY . . . . . . . . . . . 90
15.2.8 HOLDERS OF NOTES . . . . . . . . . . . . . . . . . . . 90
15.2.9 SUCCESSOR AGENT. . . . . . . . . . . . . . . . . . . . 91
15.2.10 COLLATERAL MATTERS . . . . . . . . . . . . . . . . . . 91
15.2.11 ACTIONS WITH RESPECT TO DEFAULTS . . . . . . . . . . . 92
15.2.12 DELIVERY OF INFORMATION. . . . . . . . . . . . . . . . 92
SECTION 15.3 DISBURSEMENT OF FUNDS. . . . . . . . . . . . . . . . . 93
SECTION 15.4 AGENT'S DISCRETION . . . . . . . . . . . . . . . . . . 93
</TABLE>
(v)
<PAGE>
EXHIBITS
Exhibit 1.2 - Form of Borrowing Base Certificate
Exhibit 2.3(b) - Notice of LIBOR Activity
Exhibit 3.1 - Form of Revolving Note
Exhibit 9.8.1 - Form of Security Agreement
Exhibit 9.8.2 - Form of Stock Pledge Agreement
Exhibit 11.1(e) - Form of Compliance Certificate
Exhibit 11.1(m) - Form of Monthly Report Certificate
Exhibit 12.2(c)-1 - Form of Borrowing Certificate
Exhibit 12.2(c)-2 - LC Guaranty Request
SCHEDULES
Schedule 1 - Financial Institutions
Schedule 6.3 - Accounts
Schedule 10.1 - Jurisdictions
Schedule 10.4 - Litigation
Schedule 10.5 - Liens
Schedule 10.6 - Material Contracts
Schedule 10.12 - Insurance
Schedule 10.14 - Intellectual Property
Schedule 10.15 - Real and Personal Property
Schedule 10.16 - Business Locations and Trade Names
Schedule 10.18 - Subsidiaries
Schedule 10.19 - Hazardous Materials
Schedule 10.20 - Fees
Schedule 10.21 - Taxes
Schedule 10.25 - Collective Bargaining Agreements
Schedule 10.26 - Year 2000
Schedule 11.11 - Investments
Schedule 11.18 - Business Activities
Schedule 11.19 - Affiliate Transactions
Schedule 11.21 - Indebtedness
Schedule 11.29 - Collateral Locations
Schedule 12.1(h) - Indebtedness to be Refinanced
(vi)
<PAGE>
SECURED CREDIT AGREEMENT
THIS SECURED CREDIT AGREEMENT (this "AGREEMENT") dated as of
July 31, 1998 is entered into among Platinum Entertainment, Inc., a Delaware
corporation ("BORROWER"), the financial institutions identified on SCHEDULE 1
hereto (together with each of their successors and assigns, hereinafter referred
to individually as a "LENDER" and collectively as the "LENDERS"), and First
Source Financial LLP, an Illinois registered limited liability partnership,
acting as agent for Lenders.
RECITAL:
Borrower desires to borrow from Lenders and Lenders desire to lend to
Borrower on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual agreements contained
herein, and subject to the terms and conditions hereof, the parties hereto agree
as follows:
SECTION 1 CERTAIN DEFINITIONS.
SECTION 1.1 CERTAIN DEFINITIONS. When used herein, the following
terms shall have the following meanings:
"ACCOUNT DEBTOR" shall mean any Person who is or may become obligated
on or under an Account.
"ACCOUNTS" of a Person shall mean all presently existing and hereafter
arising or acquired accounts, accounts receivable, contracts, notes,
drafts, acceptances, and other forms of obligations (including forms of
obligations evidenced by Chattel Paper, Documents or Instruments) now or
hereafter owned or held by or payable to such Person relating in any way to
Inventory or arising from the sale or lease of Inventory or the rendering
of services by such Person or howsoever otherwise arising, including the
right to payment of any interest or finance charges with respect thereto;
all such merchandise that may be reclaimed or repossessed or returned to
such Person; all of such Person's rights as an unpaid vendor, including
stoppage in transit, reclamation, rescission, replevin, and sequestration;
all pledged assets and all letters of credit, guaranty claims, Liens held
by or granted to such Person to secure payment of any Accounts; all
proceeds and products of all of the foregoing described properties and
interests in properties; and all proceeds of insurance with respect
thereto; and all customer lists, ledgers, books of account, records,
computer programs (to the extent of assignable rights without third party
consent), computer disks or tape files (including all microfilm), computer
printouts, computer runs, and other computer prepared information relating
to any of the foregoing.
"ACCOUNTS TRIAL BALANCE" - see SECTION 11.1(m).
<PAGE>
"AFFILIATE" of any Person shall mean (a) any director (or Person
holding the equivalent position) or officer (or Person holding the
equivalent position) of such Person or of any Person described in clause
(b) with respect to such Person, and (b) any other Person which, directly
or indirectly, controls or is controlled by or under common control with
such Person (excluding any trustee under, or any committee with
responsibility for administering, any Pension Plan). None of the Lenders
and Agent shall be deemed to be an Affiliate of Borrower or any such
Person. A Person shall be deemed to be (x) "controlled by" any other
Person if such other Person possesses, directly or indirectly, power (i) to
vote 10% or more of the securities or Equity Interests having at the time
of any determination hereunder voting power for the election of directors
of such Person (or Persons holding equivalent positions); or (ii) to direct
or cause the direction of the management and policies of such Person
whether by contract or otherwise; or (y) "controlled by" or "under common
control with" such other Person if such other Person is a member of the
immediate family of such Person or is the executor, administrator, or other
personal representative of such Person.
"AGENT" shall mean FSFP as agent for the benefit of the Lenders, and
not in its individual capacity as a Lender, and any successor appointed
pursuant to SECTION 15.2.9.
"APPLICABLE MARGINS" shall mean the Prime Revolving Margin and the
LIBOR Revolving Margin.
"ASSET SALE" shall mean any sale, assignment, conveyance, transfer or
other disposition of any Property of Borrower other than (i) any sale or
lease of inventory in the ordinary course of business , (ii) any sale of
obsolete or unusable items of equipment so long as the aggregate proceeds
of all such sales do not exceed $100,000 in any Fiscal Year and (iii) any
sale or trade-in of obsolete or unusable items of equipment which are
promptly replaced with new items of equipment of like function and
comparable value to the obsolete or unusable items of equipment when the
same were new or not obsolete or unusable.
"ASSET SALE PROCEEDS" shall mean the aggregate cash proceeds payable
to Borrower in connection with any Asset Sale after deduction of all
reasonable, customary and documented costs and expenses of such Asset Sale
.
"ASSIGNMENT AND ACCEPTANCE" - see SECTION 15.1.
"AUDIT FEE" shall have the meaning ascribed thereto in SECTION 5.5.
"BANK ACCOUNTS" - see SECTION 6.1.
"BANK AGENCY AGREEMENT" - see SECTION 6.1.
"BANKRUPTCY CODE" shall mean Title 11, United States Code, as amended
from time to time.
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<PAGE>
"BORROWER" - see Preamble.
"BORROWING AVAILABILITY" shall mean, at any date of determination, the
excess of (a) the lesser of (i) the Revolving Commitment or (ii) the
Borrowing Base over (b) Total Revolving and L/C Exposure.
"BORROWING BASE" shall mean an amount equal to: (i) eighty percent
(80%) of ((x) the face amount (less maximum discounts, credits and
allowances which may have been taken by or granted to Account Debtors in
connection therewith) then outstanding of existing Eligible Accounts MINUS
(y) the then current Return Credit Reserve), PLUS (ii) the lesser of (x)
fifty percent (50%) of the book value of Borrower's then existing finished
goods portion of Eligible Inventory and (y) the Inventory Sublimit (the
book value of Eligible Inventory to be determined at the lower of cost
(determined on a first-in-first-out ("FIFO") basis) or market), PLUS (iii)
the lesser of (x) fifty percent (50%) of the Music Catalog Appraised Value
and (y) $25,000,000.
"BORROWING BASE CERTIFICATE" shall mean a certificate in substantially
the form of EXHIBIT 1.2, duly certified by the chief financial officer or
treasurer of Borrower.
"BORROWING CERTIFICATE" - see SECTION 12.2(c).
"BUSINESS DAY" shall mean any day of the year (other than any Saturday
or Sunday) on which the Federal Reserve Bank of Chicago, Illinois is open
for business in Chicago, Illinois and when used in connection with LIBOR
Rate Loans, this definition will also exclude any day on which commercial
banks are not open for dealing in United States dollar deposits in the
London (U.K.) interbank market.
"CAP AMOUNT" shall mean, at any time, the sum of the reimbursement
obligations of Borrower guaranteed by each LC Guaranty at the time of its
issuance (such amount, with respect to any LC Guaranty, being herein called
the "RELEVANT CAP"); it being understood that:
(a) the Relevant Cap with respect to any LC Guaranty shall be reduced
from time to time by the Stated Amount of a Permitted LC covered
thereby if Agent shall have received from the applicable Issuer
evidence satisfactory to Agent that the following conditions have
been satisfied: (i) such Permitted LC shall have terminated or
expired in accordance with its terms or such Permitted LC shall
have been surrendered to the Issuer thereof and canceled and, in
either case, Lenders have no further obligations thereunder or
(ii) if such Permitted LC shall have been drawn upon, the Issuer
thereof shall have been fully reimbursed for the amount of such
draw or (iii) such Issuer shall have consented in writing to a
reduction, equal to such Stated Amount in such Relevant Cap; and
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<PAGE>
(b) the Relevant Cap with respect to any LC Guaranty may be increased
from time to time by the Stated Amount of a Permitted LC to be
covered thereby if Agent shall have received evidence
satisfactory to Agent that such Permitted LC shall be issued in a
manner permitted by this Agreement concurrently with such
increase;
PROVIDED, HOWEVER, that in no event shall the Cap Amount exceed at any time
$2,000,000.
"CAPITALIZED LEASES" shall mean as to any Person at any time any lease
which, in accordance with GAAP, is required to be capitalized on the
balance sheet of such Person at such time, and "CAPITALIZED LEASE
OBLIGATIONS" of such Person at any time shall mean the aggregate amount
which, in accordance with GAAP, is required to be reported as a liability
on the balance sheet of such Person at such time as lessee under
Capitalized Leases.
"CASH EQUIVALENTS" shall mean any or all of the following: obligations
of, or guaranteed as to interest and principal by, the United States
Government maturing within 90 days after the date on which such obligations
are purchased; open market commercial paper of any corporation (other than
Borrower or any of its Affiliates) incorporated under the laws of the
United States of America or any State thereof or the District of Columbia
rated "Prime-1" or its equivalent by Moody's Investors Service Inc. and
"A-1" or its equivalent by Standard & Poor's Corporation; or certificates
of deposit maturing within 90 days after the issuance thereof issued by
commercial banks organized under the laws of the United States of America
or of any political subdivision thereof and either having a combined
capital and surplus in excess of $500,000,000.
"CASH INSTRUMENTS" shall mean all cash, checks, drafts and other
similar writings for the payment of money.
"CHANGE OF CONTROL" shall mean the failure of Borrower to own, free
and clear of all Liens (other than Liens in favor of Agent for the benefit
of the Lenders) one hundred percent (100%) of the outstanding Stock of each
of its Subsidiaries which shall become a borrower hereunder or a guarantor
of the Liabilities hereunder.
"CHATTEL PAPER" shall mean any "chattel paper," as such term is
defined in the Code, now owned or hereafter acquired, wherever located.
"CLOSING DATE" shall mean the date on which the initial Loans
hereunder are made.
"CODE" - see SECTION 1.2.
"COLLATERAL" shall mean all property and/or rights on or in which a
Lien or security interest is granted to any one or more of Agent and the
Lenders (or to any agent, trustee or other party acting on behalf of any
one or more of Agent and the Lenders) to secure all or any of the
Liabilities, including any such Lien or security interest pursuant to this
Agreement
4
<PAGE>
or any of the Collateral Documents or any other agreements, instruments or
documents provided for herein or therein or delivered or to be delivered
hereunder or thereunder or in connection herewith or therewith.
"COLLATERAL ACCESS AGREEMENTS" shall mean any landlord waivers,
mortgagee waivers, bailee letters or any similar acknowledgment agreements
of any warehouseman or processor in possession of Inventory, in each case
in a form reasonably acceptable to Agent.
"COLLATERAL DOCUMENTS" shall mean, collectively, the Security
Agreement[s], the Stock Pledge Agreement, the Guaranties, the Collateral
Access Agreements, the Bank Agency Agreement, LC Guaranties, any Uniform
Commercial Code financing statements, and any and all other documents
provided for in SECTION 9 or otherwise pursuant to which a Lien is granted
to any one or more of Agent and the Lenders (or to any agent, trustee, or
other party acting on behalf of any one or more of Agent and the Lenders)
as security for any of the Liabilities, and all agreements, instruments and
documents, including, without limitation, this Agreement and any security
agreements, loan agreements, notes, guarantees, mortgages, deeds of trust,
leasehold mortgages, leasehold deeds of trust, subordination agreements,
pledges, powers of attorney, consents, assignments, intercreditor
agreements, mortgagee waivers, reimbursement agreements, contracts,
notices, leases, financing statements, whether heretofore, now or hereafter
executed by or on behalf of Borrower or any Subsidiary, in connection with
the Liabilities, in each case as the same may be amended, modified,
continued or supplemented from time to time.
"COMMITMENTS" shall mean the Letter of Credit Commitments and the
Revolving Commitments, and "COMMITMENT" shall mean either thereof.
"COMPLIANCE CERTIFICATE" - see SECTION 11.1(e).
"CONTINGENT OBLIGATION" as to any Person shall mean the undrawn face
amount of any letters of credit issued for the account of such Person and
shall also mean any obligation of such Person guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends, letters of credit or
other obligations ("PRIMARY OBLIGATIONS") of any other Person (the "PRIMARY
OBLIGOR") in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent, (a)
to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain
working capital or equity capital of the primary obligor or otherwise to
maintain the financial condition or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of
assuring the obligee under any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (d)
otherwise to assure or hold harmless the obligee under such primary
obligation against loss in respect thereof; PROVIDED, HOWEVER, that the
term Contingent Obligation shall not include endorsements of instruments
for deposit or collection in the ordinary course of business. The amount
of any Contingent Obligation shall be deemed to
5
<PAGE>
be an amount equal to the stated or determinable amount of the primary
obligation or, where such Contingent Obligation is specifically limited to
a portion of any such primary obligation, that portion to which it is
limited or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required
to perform thereunder) as determined by such Person in good faith.
"CONTRACT" shall mean each agreement of Borrower with respect to the
sale of goods or services by Borrower.
"CONTRACTUAL OBLIGATION" of any Person shall mean any provision of any
security issued by such Person or of any agreement, document, instrument or
undertaking to which such Person is a party or by which it or any of its
property is bound.
"CONTROLLED GROUP" shall mean Borrower and any corporation, trade,
business or other Person that is, along with Borrower, a member of a
controlled group of Persons or a controlled group of trades or businesses
or an affiliated service group as described in Sections 414(b), 414(c) and
414(m), respectively, of the IRC or in Section 4001 of ERISA.
"CURRENT ASSETS" shall mean, at any date, the amount which, in
conformity with GAAP, would be set forth opposite the caption "total
current assets" (or any like caption) on a balance sheet of Borrower and
its Subsidiaries on a consolidated basis at such date, LESS (without
duplication) Cash Instruments and Cash Equivalents.
"CURRENT LIABILITIES" shall mean, at any date, the amount which, in
conformity with GAAP, would be set forth opposite the caption "total
current liabilities" (or any like caption) on a balance sheet of Borrower
and its Subsidiaries on a consolidated basis at such date, less any portion
thereof attributable to the Notes, bank overdrafts (but only to the extent
repaid in full on the Business Day following creation thereof), or any
other Indebtedness incurred hereunder.
"DEFAULT INTEREST PERIOD" - see SECTION 4.2(b).
"DEFAULT RATE" - see SECTION 4.2(a).
"DOCUMENTS" shall mean any "documents" as such term is defined in the
Code, now owned or hereafter acquired, wherever located.
"DOLLAR(S)" and the sign "$" shall mean lawful money of the United
States of America.
"EBITDA" shall mean, for any period, the Net Income for such period,
PLUS, to the extent deducted in computing such Net Income, the sum of (a)
all Federal, state, local and foreign income tax expense, (b) Interest
Expense, (c) depreciation and amortization expenses, and (d) any
extraordinary pre-tax non-cash losses, MINUS, to the extent added in
6
<PAGE>
computing such Net Income, (i) any interest income and (ii) any
extraordinary pre-tax non-cash gains, all as determined for Borrower and
its Subsidiaries on a consolidated basis in accordance with GAAP.
"ELECTRONIC NOTICE" - see SECTION 2.3(c).
"ELIGIBLE ACCOUNTS" shall have the meaning ascribed thereto in
SECTION 9.1.
"ELIGIBLE INVENTORY" shall have the meaning ascribed thereto in
SECTION 9.4.
"EMPLOYEE BENEFIT PLAN" shall mean any "employee benefit plan," as
defined under Section 3(3) of ERISA or any other plan, policy, program,
arrangement or agreement, whether or not written, with respect to current
employees, former employees, independent contractors or leased employees,
as defined in IRC Section 414(n), or the beneficiaries or dependents
thereof, which is or has been maintained by Borrower or a current or past
member of its Controlled Group or as to which Borrower or any current or
past member of its Controlled Group otherwise has or could have any
liability.
"EQUIPMENT" shall mean all of Borrower's machinery, equipment and
furniture of every kind and nature, trade fixtures and fixtures not forming
a part of real property, all whether now owned or hereafter acquired, and
wherever situated, together with all appurtenances, additions and
accessions thereto, replacements therefor, all parts therefor, all
substitutes for any of the foregoing, and all manuals, drawings,
instructions, warranties and rights with respect thereto, and all products
and proceeds thereof and condemnation awards and insurance proceeds with
respect thereto.
"EQUITY INTERESTS" shall mean the capital stock of any class of
Borrower and options, warrants and other rights to acquire capital stock
or other equity interests of Borrower.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"ERISA AFFILIATE" shall mean any Subsidiary or any Person, trade or
business (whether or not incorporated) that is, or was at any time during
the previous six (6) years, along with Borrower or any Subsidiary, in the
same controlled group of corporations, under common control, or otherwise,
treated as a single employer for any purpose under Section 414 of the IRC.
"EVENT OF DEFAULT" shall mean any of the events or conditions
described in SECTION 13.1.
"FACILITY" shall mean each of Borrower's facilities listed on SCHEDULE
10.31.
7
<PAGE>
"FEDERAL FUNDS RATE" shall mean, for any period, a fluctuating
interest rate per annum equal, for each day during such period, to the
weighted average of the rates on overnight Federal Funds transactions with
members of the Federal Reserve System arranged by Federal Funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the
average of the quotations for such day on such transactions received by
Agent or any Lender from three Federal Funds brokers of recognized standing
selected by it, or if any such quotations are not received as reasonably
determined by Agent.
"FEE LETTER" - see SECTION 5.2.
"FINANCIALS" - see SECTION 10.3(a).
"FISCAL QUARTER" shall mean each of Borrower's and its Subsidiaries'
fiscal quarters for financial accounting purposes, which ends on the last
day of March, June, September and December, respectively.
"FISCAL YEAR" shall mean Borrower's and its Subsidiaries' fiscal year
for financial accounting purposes, which ends on December 31 of each
calendar year.
"FIXTURES" shall mean all "fixtures" as such term is defined in the
Code, now owned or hereafter acquired by Borrower, wherever located.
"FORCE MAJEURE" shall mean acts of God, acts of public enemies,
insurrections, riots, civil disturbances, strikes, boycotts, other direct
consequences of a labor dispute, other industrial disturbances, fires,
explosions, floods, epidemics, quarantine restrictions, shortages of
materials, equipment or transportation, freight embargoes, power or utility
failures, orders or acts, or failures to act, of civil or military
authority or other similar causes beyond the control of Borrower.
"FSFP" shall mean First Source Financial LLP, an Illinois registered
limited liability partnership.
"FUNDING DATE" shall mean the date of funding of a Loan and each
continuation or conversion of Prime Rate Loans and LIBOR Rate Loans or
issuance of a Letter of Credit or a LC Guaranty therefor, which date in all
cases shall be a Business Day.
"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time consistently
applied with those used in preparation of Borrower's audited financial
statements for the Fiscal Year ending December 31, 1997.
"GENERAL INTANGIBLES" shall mean all of Borrower's presently owned or
hereafter acquired general intangibles, including Intellectual Property,
goodwill, chooses in action,
8
<PAGE>
causes of action, franchises, customer lists, contract rights,
confidential information, employment agreements, engineering contracts,
leasehold interests in real and personal property, insurance policies
(including business interruption insurance), licenses, permits, and such
other Property which uniquely reflect the goodwill of the business of
Borrower; deposit accounts, letters of credit, and General Intangibles
relating to other items of Collateral, including rights to refunds or
indemnification; reversionary or other rights of Borrower to excess
Employee Benefit Plan assets upon termination or amendment thereof; and
proceeds of all of the foregoing, including insurance proceeds,
including proceeds of business interruption insurance, income tax
refunds, and claims for tax or other refunds against any Governmental
Authority.
"GOVERNMENTAL AUTHORITY" shall mean any nation or government or any
other political subdivision thereof, any state or other political
subdivision thereof, and any agency, authority, court, central bank,
instrumentality, department or other law, regulation or rulemaking entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative functions of or pertaining to government.
"GROSS CAPITAL EXPENDITURES" shall mean, for any period, the total of
all expenditures incurred by Borrower or any Subsidiary in respect of the
purchase or other acquisition of fixed or capital assets during such
period, without any deduction for trade-ins, salvage values, resales or
similar recoveries, including the amount which, in accordance with GAAP, is
or should be initially posted to Borrower's or such Subsidiary's balance
sheet with respect to leases entered into during such period which have
been, or, in accordance with GAAP, should be, recorded as Capitalized
Leases.
"GUARANTIES" shall mean the guaranties of the Liabilities executed by
the Guarantors in favor of the Agent and the Lenders, as such Guaranties
may be amended, supplemented or otherwise modified from time to time.
"GUARANTOR" shall mean each of Lexicon Music, Inc., JustMike Music,
Inc., Peg Publishing, Inc. and Royce Publishing, Inc. and "GUARANTORS"
shall mean all such Persons collectively.
"HAZARDOUS MATERIAL" shall mean: (a) any "hazardous substance" as now
defined pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA"), 42 U.S.C.A. Section 9601(14), as amended by
the Superfund Amendments and Reauthorization Act ("SARA"), and including
any judicial interpretations thereof; (b) any "pollutant or contaminant" as
defined in 42 U.S.C.A. Section 9601(33); (c) any material now defined as
"hazardous waste" pursuant to 40 C.F.R. Part 261; (d) any petroleum,
including crude oil and any fraction thereof; (e) natural gas, natural gas
liquids, liquefied natural gas, or synthetic gas usable for fuel; (f) any
"hazardous chemical" as defined pursuant to 29 C.F.R. Part 1910; (g) any
asbestos, polychlorinated biphenyl (PCB), or isomer of dioxin, or any
material or thing containing or composed of such substance or substances;
and (h) any other substance, regardless of physical form, that is subject
to any past, present or future
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Federal, state or local governmental statute, rule or regulation relating
to the protection of human health, plant life, animal life, natural
resources, property or the reasonable enjoyment of life or property from
the presence in the environment of any solid, liquid, gas, odor or any form
of energy, from whatever source.
"HOUSE OF BLUES VENTURE" shall mean that certain joint venture of
Borrower with subsidiaries of HOB Entertainment, Inc. under a joint venture
agreement dated August 26, 1996.
"INDEBTEDNESS" of a Person means, without duplication, (a)
indebtedness for borrowed money or for the deferred purchase price of
property or services (other than deferred compensation to employees and
trade liabilities incurred in the ordinary course of business and payable
in accordance with customary practices), whether on open account or
evidenced by a note, bond, debenture or similar instrument, (b) obligations
under Capitalized Leases, (c) reimbursement obligations for letters of
credit, banker's acceptances or other credit accommodations, whether drawn
or undrawn, (d) liabilities, as determined by Agent, under any interest
rate agreement, (e) Contingent Obligations and (f) Indebtedness secured by
any Lien on any property of that Person, even if that Person has not
assumed such Indebtedness.
"INDEBTEDNESS TO BE REFINANCED" - see SECTION 12.1(h).
"INSTRUMENT" shall mean any "instrument," as such term is defined in
the Code, now owned or hereafter acquired, wherever located, other than
instruments that constitute, or are a part of a group of writings that
constitute, Chattel Paper.
"INTANGIBLE ASSETS" shall mean licenses, franchises, patents, patent
applications, trademarks, trademark applications, trade names, copyrights,
copyright applications, computer software rights, goodwill and research and
development expense or other intangibles shown on the balance sheet of
Borrower and its Subsidiaries on a consolidated basis.
"INTELLECTUAL PROPERTY" of a Person shall mean all of such Person's
present and future designs, patents, patent rights and applications
therefor, technology, trademarks and registrations or applications
therefor, service marks, trade names, inventions, copyrights and all
applications and registrations therefor, advertising matter, software or
computer programs (to the extent of assignable rights without third party
consent), license rights, trade secrets, methods, processes, logos,
knowhow, drawings, specifications, descriptions and licenses with respect
thereto, and all memoranda, notes, and records with respect to any research
and development, whether now owned or hereafter acquired by such Person,
and proceeds of all of the foregoing, including proceeds of insurance
policies thereon.
"INTELLECTUAL PROPERTY SECURITY AGREEMENTS" shall mean those certain
Continuing Security Interests and Conditional Assignments of Patents,
Trademarks, Copyrights and
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Licenses, dated as of the Closing Date, duly executed and delivered by
Borrower and each Guarantor in favor of Agent with respect to Intellectual
Property.
"INTEREST COVERAGE RATIO" shall mean, for any period, the ratio for
such period of (i) EBITDA to (ii) Interest Expense, all as determined for
Borrower and its Subsidiaries on a consolidated basis in accordance with
GAAP.
"INTEREST EXPENSE" shall mean, for any period, the gross interest
expense accrued or paid by Borrower and its Subsidiaries on a consolidated
basis during such period, determined in accordance with GAAP. For the
purposes of the foregoing, gross interest expense shall be determined after
giving effect to any net payments made or received by Borrower or any such
Subsidiary with respect to interest rate protection agreements.
"INTEREST PERIOD" shall mean with respect to any LIBOR Rate Loan, a
period of one, three or six months commencing on a Business Day selected by
a Borrower pursuant to this Agreement. Each such Interest Period shall end
on (but exclude) the date which numerically corresponds to such date one,
three or six months thereafter; PROVIDED, HOWEVER, that if there is no such
numerically corresponding day in such next, third or sixth succeeding
month, such Interest Period shall end on the first Business Day of the
month next succeeding such next, third or sixth succeeding month. If any
Interest Period would otherwise end on a day which is not a Business Day,
such Interest Period shall end on the next succeeding Business Day.
"INVENTORY" of a Person shall mean all of the inventory of such Person
of every kind and description, now or at any time hereafter owned by or in
the custody or possession, actual or constructive, of such Person, wherever
located, including all merchandise, raw materials, parts, supplies,
work-in-process and finished goods intended for sale, together with all the
containers, packing, packaging, shipping and similar materials related
thereto, and including such inventory as is temporarily out of such
Person's custody or possession, including inventory on the premises of
other Persons and items in transit, and including any goods reclaimed,
returned or repossessed upon any Accounts, Documents, Instruments or
Chattel Paper relating to or arising from the sale of inventory, and all
substitutions and replacements therefor, and all additions and accessions
thereto, and all ledgers, books of account, records, computer printouts,
computer runs, microfilm, microfiche and other computer-prepared
information relating to any of the foregoing, and any and all proceeds of
any of the foregoing, including proceeds of insurance policies thereon.
"INVENTORY SUBLIMIT" shall mean $8,000,000.
"INVESTMENT PROPERTY" of a Person shall have the meaning ascribed
thereto in Section 9-115 of the Code in those jurisdictions in which such
definition has been adopted and shall include (i) all securities, whether
certificated or uncertificated, including stocks, bonds, interests in
limited liability companies, partnership interests, treasuries,
certificates of deposit, and mutual fund shares; (ii) all securities
entitlement of such Person, including the rights of such Person to any
securities account and the financial assets held by a
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securities intermediary in such securities account and any free credit
balance or other money owing by any securities intermediary with respect to
that account; (iii) all securities accounts held by such Person; (iv) all
commodity contracts held by such Person; and (v) all commodity accounts
held by such Person.
"IRC" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any replacements thereof.
"ISSUING BANK" shall mean any bank or financial institution selected
by Borrower (which may be a Lender) which is approved by Agent and which
issues one or more Letters of Credit for the account of Borrower as to
which Agent or the Lenders have issued an LC Guaranty.
"ISSUING BANK FEES" - see SECTION 5.4.
"LC EXPOSURE" shall mean, at any time, the sum of (a) the Cap Amount
at such time less the amount of outstanding Letters of Credit included in
Reimbursement Obligations for the purposes of clause (b) of this
definition, PLUS (b) the then aggregate amount of outstanding Reimbursement
Obligations..
"LC GUARANTY" shall mean any document, instrument or agreement
pursuant to which Agent or the Lenders request or apply for the issuance of
Letter of Credit at Borrower's request or Agent or the Lenders assure an
Issuing Bank of Borrower's payment or performance of some or all of its
obligations in connection with such letter of credit (including without
limitation any obligations of reimbursement), which term shall include (i)
any reimbursement agreement or application entered into by Agent or the
Lenders (whether with or without Borrower as a co-signer, joint or primary
obligor or otherwise), or any guaranty entered into by Agent or the
Lenders, and (ii) this Agreement if a Lender is the Issuing Bank.
"LC GUARANTY REQUEST" - see SECTION 12.2(c).
"LC LIABILITY" shall mean, as to each LC Guaranty, all liabilities of
the Lenders with respect to each LC Guaranty or the transaction for which
any Letter of Credit was issued, whether contingent or otherwise,
including: (a) the amount available to be drawn or which may become
available to be drawn on a Letter of Credit; (b) all amounts which have
been paid or made available by the Issuing Bank or the Lenders to the
extent not reimbursed by Borrower; and (c) all unpaid interest, fees and
expenses with respect thereto.
"LEASE OBLIGATIONS" shall mean, at any date, the rental commitments of
Borrower under leases for real and/or personal property (including taxes,
insurance, maintenance and similar expenses which Borrower is obligated to
pay under the terms of said leases) on such date, whether or not such
obligations are reflected as liabilities or commitments on a balance
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sheet of Borrower or in the notes thereto, excluding, however, Capitalized
Lease Obligations.
"LENDERS" shall mean, collectively, FSFP and all other financial
institutions parties to this Agreement, together with their respective
successors and permitted assigns pursuant to SECTION 15.1, and "LENDER"
shall mean any of such Persons.
"LENDER PARTY" - see SECTION 14.5.
"LETTER OF CREDIT" shall mean a letter of credit issued by an Issuing
Bank for the account of Borrower as to which Agent or the Lenders have
issued an LC Guaranty.
"LETTER OF CREDIT COMMITMENT" - see SECTION 2.1(b).
"LIABILITIES" shall mean all of the following, in each case howsoever
created, arising or evidenced, whether direct or indirect, joint or
several, absolute or contingent, or now or hereafter existing or arising,
or due or to become due: (i) all liabilities, obligations and indebtedness
of Borrower and its successors and assigns to any one or more of Agent and
the Lenders under or in connection with this Agreement, any Note, any
Letter of Credit, any LC Guaranty or any of the other Related Documents and
(ii) all other obligations of Borrower or its successors and assigns to
any one or more of Agent and the Lenders in connection with the Related
Transactions.
"LIBOR INTEREST PAYMENT DATE" shall mean, with respect to any LIBOR
Rate Loan, the fifteenth day of each month and the last day of each
Interest Period applicable thereto, commencing with the first of such dates
to occur after the making of such Loan.
"LIBOR INTEREST RATE DETERMINATION DATE" shall mean each date of
determining the LIBOR Rate with respect to an Interest Period which date
shall be the first Business Day prior to the first day of the applicable
Interest Period for any LIBOR Rate Loan.
"LIBOR RATE" shall mean, for any Interest Period, an interest rate per
annum obtained by dividing (i) the rate of interest published in THE WALL
STREET JOURNAL on the LIBOR Interest Rate Determination Date in the column
captioned "Money Rates" under the heading "London Interbank Offered Rates
(LIBOR)," with respect to a time period equal to such Interest Period, by
(ii) a percentage equal to 100% MINUS the LIBOR Reserve Percentage, if any,
in effect on the applicable LIBOR Interest Rate Determination Date;
PROVIDED, HOWEVER, that if such publication is not available or such rate
is not set forth therein, the LIBOR Rate shall be determined on the basis
of any other source determined by Agent in its reasonable discretion. The
LIBOR Rate shall be adjusted to the nearest one-sixteenth percent (1/16%)
or, if there is no nearest one-sixteenth percent (1/16%), to the next
higher one-sixteenth percent (1/16%).
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"LIBOR RATE REVOLVING LOAN" OR "LIBOR RATE LOANS" shall mean that
portion of a Revolving Loan which bears interest for a specific Interest
Period based on the LIBOR Rate.
"LIBOR RESERVE PERCENTAGE" shall mean, for any day, the aggregate of
the rates (expressed as a decimal) of any reserve requirements current on
such day (including, without limitation, basic, supplemental, marginal and
emergency reserves) under any regulation promulgated by the Board of
Governors of the Federal Reserve System (or any successor thereto) as in
effect from time to time dealing with reserve requirements prescribed for
eurocurrency funding, including any reserve requirements with respect to
"eurocurrency liabilities" under Regulation D of the Board of Governors of
the Federal Reserve System.
"LIBOR REVOLVING MARGIN" shall mean the per annum interest rate margin
from time to time in effect and payable in addition to the LIBOR Rate
applicable to the Revolving Loan, as determined by reference to SECTION
4.1.
"LIEN" shall mean, when used with respect to any Person, any interest
in any real or personal property, asset or other right held, owned or being
purchased or acquired by such Person which secures payment or performance
of any obligation and shall include any security interest, mortgage, lien,
pledge, encumbrance, charge, collateral assignment, retained security title
of a conditional vendor or lessor, or other security interest of any kind,
whether arising under a security agreement, mortgage, deed of trust,
chattel mortgage, assignment, pledge, retention of security title,
financing or similar statement or notice or arising as a matter of law,
judicial process or otherwise.
"LOAN ACCOUNT" - see SECTION 2.5.
"LOANS" - see SECTION 2.1(a).
"LOCKBOX" - see SECTION 6.2(a).
"LOSS PROPERTY" - see SECTION 7.6.
"LOSS PROCEEDS" - see SECTION 7.6.
"MANAGER" shall mean First Source Financial, Inc., a Delaware
corporation, and its successors and assigns, as manager of FSFP.
"MASTER ACCOUNT" - see SECTION 6.2(a).
"MASTER ACCOUNT BANK" shall mean each bank and other entity serving in
the capacity of agent for Agent under the Bank Agency Agreement (including
any successor Bank Agency Agreement). Initially Master Account Bank shall
mean Harris Trust and Savings Bank.
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"MASTER ACCOUNT COLLECTED BALANCES" - see SECTION 7.2.
"MASTER AGENT" - see SECTION 14.23.
"MATERIAL ADVERSE EFFECT" shall mean (a) a material adverse effect on
the financial condition, operations, assets, business or, in the reasonable
judgment of Borrower, prospects of Borrower or of Borrower and its
Subsidiaries taken as a whole or (b) a material impairment of the ability
of Borrower or any Subsidiary to perform its obligations in connection with
this Agreement or any of the Related Documents to which it is a party or of
Agent or any Lender to enforce or collect any of the Liabilities.
"MATERIAL CONTRACT" - see SECTION 10.6.
"MATERIAL INTELLECTUAL PROPERTY RIGHT" - see SECTION 10.14.
"MINIMUM FACILITY UTILIZATION" shall mean an amount equal to the
greater of (a) sixty percent (60%) of the Revolving Commitments and (b)
$20,000,000.
"MINIMUM FACILITY UTILIZATION FEE" - see SECTION 5.7.
"MONTHLY REPORT" shall have the meaning ascribed thereto in
SECTION 11.1(m).
"MULTIEMPLOYER PLAN" shall mean any "multiemployer plan" within the
meaning of Section 3(37) or 4001(a)(3) of ERISA to which Borrower or a
current or past member of its Controlled Group is making or has made
contributions to or as to which Borrower or any current or past member of
its Controlled Group otherwise has or could have any liability.
"MUSIC CATALOG APPRAISED VALUE" shall mean the fair market value of
Borrower's music catalog as determined by (a) that certain [APPRAISAL
REPORT] prepared by Kagan Media Appraisal, Inc., dated July __, 1998, a
copy of which has been provided to the Agent, or (b) any subsequent
appraisals of Borrower's music catalog prepared from time to time at the
request of the Agent by a Person satisfactory to the Agent which appraisals
shall be in form and substance satisfactory to the Agent in its sole
discretion.
"NET INCOME" shall mean, for any period, net income or loss of
Borrower and its Subsidiaries on a consolidated basis as it would appear on
an income statement of Borrower and its Subsidiaries for such period
prepared in accordance with GAAP.
"NET WORTH" shall mean the net worth of Borrower and its Subsidiaries
on a consolidated basis as it would appear on a consolidated balance sheet
of Borrower prepared in accordance with GAAP.
"NON-USE FEE" - See SECTION 5.2.
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"NOTE" and "NOTES" shall mean the Revolving Notes, or any of them.
"NOTICE OF LIBOR ACTIVITY" - see SECTION 2.3(b).
"OPERATING ACCOUNTS" - see SECTION 6.2(b).
"ORGANIZATION DOCUMENTS" of a Person shall mean, as applicable, the
articles of incorporation, articles of organization, operating agreement,
bylaws, partnerships agreement and all other organization documents of such
Person.
"PBGC" shall mean Pension Benefit Guaranty Corporation, and any entity
succeeding to any or all of its functions under ERISA.
"PENSION PLAN" shall mean any "employee pension benefit plan", as such
term is defined in Section 3(2) of ERISA (other than a Multiemployer Plan),
which is (a) subject to Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the IRC or Section 302 of ERISA and (b) is
or has been maintained by Borrower or a current or past member of its
Controlled Group, or as to which Borrower or any member of its Controlled
Group otherwise has or could have any liability.
"PERMITTED LC" shall mean a Letter of Credit issued with Agent's prior
written consent; PROVIDED, HOWEVER, that (a) each such Letter of Credit
shall expire pursuant to its terms on or before the Revolving Loan
Termination Date, (b) at no time shall Total Revolving and LC Exposure
exceed the lesser of the amount of the Revolving Commitment in effect or
the Borrowing Base at such time, (c) Borrower's reimbursement obligations
with respect to each such Letter of Credit shall be secured by an LC
Guaranty and (d) Agent and the respective Issuing Bank shall have agreed in
writing that the Relevant Cap for such LC Guaranty shall be increased by an
amount equal to the stated amount of such Letter of Credit.
"PERMITTED LIENS" shall mean any of the following Liens: (a) Liens in
favor of Agent granted pursuant to the Collateral Documents; (b) Liens
(i) in connection with the acquisition of fixed assets after the date
hereof and attaching only to the Property being acquired, if the
Indebtedness secured thereby is incurred in connection with the acquisition
and does not exceed eighty percent (80%) of the fair market value of such
Property at the time of acquisition thereof, and (ii) Liens on property
being leased pursuant to leases which are Capitalized Lease Obligations
permitted under this Agreement, provided that the aggregate outstanding
amount of all such Indebtedness and Capitalized Lease Obligations described
in the preceding clauses (i) and (ii) does not at any time exceed
$1,000,000; (c) Liens for current taxes or other governmental charges or
levies which are not delinquent or are being contested in good faith and by
appropriate proceedings, and with respect to which adequate reserves have
been established, and are being maintained, in accordance with GAAP;
(d) mechanic's, worker's, materialmen's and other like Liens arising in the
ordinary course of business in respect of obligations which are not
delinquent or which are
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being contested in good faith and by appropriate proceedings, and with
respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP; (e) Liens arising in the ordinary
course of business for sums being contested in good faith and by
appropriate proceedings, and with respect to which adequate reserves
have been established, and are being maintained, in accordance with
GAAP, or for sums not due, and in any case not involving any deposits or
advances for borrowed money or the deferred purchase price of Property
or services; (f) zoning ordinances, easements, licenses, reservations,
covenants, conditions or restrictions on the use of real property which,
in Agent's determination, are not violated by existing uses or
improvements, do not in the aggregate interfere with the use of the
related real property and do not adversely affect the marketability of
the title to the related real property; (g) Liens incurred in the
ordinary course of business in connection with worker's compensation,
unemployment insurance or other forms of governmental insurance or
benefits; (h) the Lien granted in favor of Polygram pursuant to the
Polygram Distribution Agreement as in effect on the Closing Date on
inventory from time to time in Polygram's possession, which inventory
secures amounts due from Borrower under the Polygram Distribution
Agreement; PROVIDED that under no circumstances shall such Lien encumber
any other Property of Borrower or its Subsidiaries or secure any other
obligations and (i) Liens shown on SCHEDULE 10.5.
"PERMITTED PURCHASE MONEY DEBT" see SECTION 11.21.
"PERSON" shall mean any natural person, corporation, firm,
partnership, limited liability company, limited liability partnership,
firm, trust, association, government, governmental agency, Employee Benefit
Plan or other entity, whether acting in an individual, fiduciary or other
capacity.
"POLYGRAM DISTRIBUTION AGREEMENT" shall mean that certain Distribution
Agreement dated as of May 14, 1993 by and between Borrower and Polygram
Group Distribution, Inc., as amended from time to time.
"PREPAYMENT PREMIUM" - see SECTION 2.8.
"PRIME RATE" shall mean the highest "prime rate" of interest reported,
from time to time, by THE WALL STREET JOURNAL; PROVIDED, HOWEVER, that in
the event that THE WALL STREET JOURNAL ceases reporting a "prime rate";
PROVIDED, that in the event that the aforesaid index ceases to be published
or to report rates of the aforesaid types, the "Prime Rate" shall be
determined from a comparable index chosen Agent in good faith. The "Prime
Rate" shall change effective on the date of the publication of any change
in the applicable index by which such "Prime Rate" is determined.
"PRIME RATE LOANS" shall mean Loans or the portion thereof which bear
interest determined by reference to the Prime Rate.
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"PRIME RATE REVOLVING LOAN" shall mean a Revolving Loan which bears
interest based on Prime Rate.
"PRIME REVOLVING MARGIN" shall mean the per annum interest rate margin
from time to time in effect and payable in addition to the Prime Rate
applicable to the Revolving Loan, as determined by reference to Section
4.1.
"PRO FORMA" - see SECTION 10.3(c).
"PRO RATA SHARE" shall mean, with respect to a Lender, a fraction
(expressed as a percentage), the numerator of which is the amount of such
Lender's Commitment and the denominator of which is the amount of all of
the Commitments.
"PROPERTY" of a Person shall mean all types of real, personal or mixed
property and all types of tangible or intangible property of such Person
"REAL ESTATE" of a Person shall mean the real property, mineral
rights, leasehold or other interests in real property together with any
purchase options and other rights related to such leaseholds or other
interests owned, leased, used or operated now or hereafter by such Person,
all Fixtures and personal property used in conjunction therewith and such
Person's rights to leases, rents and profits with respect thereto.
"REIMBURSEMENT OBLIGATIONS" shall mean, at any time, the sum of
(i) the aggregate undrawn amount of all Letters of Credit outstanding at
such time, PLUS (ii) the aggregate amount of all drawings under Letters of
Credit for which the Issuing Bank has not at such time been reimbursed
(either by Borrower, Agent or the Lenders), PLUS (iii) the aggregate amount
of all payments made by each Lender to the Issuing Bank with respect to
such Lender's participation in Letters of Credit as provided in
SECTION 2.12 hereof for which Borrower has not at such time reimbursed the
Lenders, whether by way of a Revolving Loan or otherwise.
"RELATED DOCUMENTS" shall mean, collectively, the Notes, this
Agreement and the Collateral Documents, in each case as the same may be
amended, modified or supplemented from time to time pursuant to the terms
hereof or thereof.
"RELATED TRANSACTIONS" shall mean all transactions contemplated by
this Agreement and the Related Documents, including, without limitation,
the Loans and the granting by Borrower of Liens on the Collateral to secure
the Liabilities.
"REPORTABLE EVENT" shall have the meaning given to such term under
Section 4043 of ERISA or the regulations issued thereunder.
"REQUIRED LENDERS" shall mean (i) Lenders having sixty-six and
two-thirds percent (66 2/3%) or more of the total Commitments then in
effect or (ii) if the Revolving
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Commitment has been terminated, Lenders having in the aggregate sixty-six
and two-thirds percent (66 2/3%) or more of the aggregate outstanding
amount of the Loans.
"REQUIREMENT OF LAW" for any Person shall mean the corporate charter
and by-laws or other organizational or governing documents of such Person,
and any law, treaty, rule, ordinance or regulation or determination of an
arbitrator or a court or other governmental authority, in each case
applicable to or binding upon such Person or any of its property or to
which such Person or any of its Property is subject.
"RETURN CREDIT RESERVE" shall mean, at any date of determination, an
amount equal to (a) the amount of Eligible Accounts, TIMES (b) twenty-nine
percent (29%) or such other percentage as Agent may determine in its sole
discretion based upon Borrower's prior twelve month return credit
experience.
"REVOLVING COMMITMENT" - see SECTION 2.1(a).
"REVOLVING LOANS" - see SECTION 2.1(a).
"REVOLVING LOAN TERMINATION DATE" - see SECTION 2.1(a).
"REVOLVING NOTES" - see SECTION.
"SECURITY AGREEMENT" - see SECTION 9.8.
"SOLVENCY AFFIDAVIT" shall mean the Affidavit of Solvency, dated as of
the Closing Date, executed and delivered by the chief financial officer of
Borrower in favor of Lender.
"SOLVENT" with respect to any Person on any date of determination,
shall mean that (i) the fair saleable value of such Person's Property is in
excess of the total amount of the present value of its Liabilities
(including for purposes of this definition all liabilities, whether or not
reflected on a balance sheet prepared in accordance with GAAP, and whether
direct or indirect, fixed or contingent, liquidated or unliquidated,
secured or unsecured, disputed or undisputed), (ii) such Person is able to
pay its debts or obligations in the ordinary course as they mature, and
(iii) such Person has capital sufficient to carry on its business as
conducted and as proposed to be conducted. In computing the amount of
contingent, unliquidated or disputed liabilities at any time, such
liabilities will be computed at the amount which, in light of all of the
facts and circumstances existing at such time, represents the amount that
can reasonably be expected to become an actual or matured liability.
"SOLVENCY" shall have a correlative meaning.
"STOCK PLEDGE AGREEMENT" - See SECTION 9.8.
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"SUBORDINATED DEBT" shall mean any Indebtedness (x) the payment of
which is subordinated to the payment of the Liabilities and (y) which is
incurred pursuant to terms, conditions and documentation in form and substance
satisfactory to the Required Lenders.
"SUBSIDIARY" shall mean, with respect to any Person (herein referred
to as the "parent"), any corporation, association or other business entity
(whether now existing or hereafter organized) of which at least a majority
of the securities or other ownership interests having ordinary voting power
for the election of directors (or their equivalent under the laws of the
jurisdiction of organization of such person) is, at the time any
determination is being made, owned or controlled by the parent or one or
more subsidiaries of the parent or by parent and one or more subsidiaries
of the parent. Unless otherwise expressly provided or the context requires
otherwise, all references herein to a "Subsidiary" shall mean a direct or
indirect Subsidiary of Borrower.
"TOTAL REVOLVING AND LC EXPOSURE" shall mean, at any time, the sum of
(a) the LC Exposure, if any, at such time and (b) the then aggregate
outstanding principal amount of all Revolving Loans.
"UNAPPLIED INSURANCE OR CONDEMNATION PROCEEDS" - shall mean Loss
Proceeds which Lender may apply against the Liabilities in accordance with
SECTION 7.6.
"UNMATURED EVENT OF DEFAULT" shall mean any event or condition which
if it continues uncured will, with lapse of time or notice or lapse of time
and notice, constitute an Event of Default.
"WEEK" shall mean the time period commencing with the opening of
business on a Tuesday and ending on the end of business the following
Monday.
"WELFARE PLAN" shall mean any "employee welfare benefit plan", as such
term is defined in Section 3(1) of ERISA.
"WORKING CAPITAL" shall mean, at any date, the excess of Current
Assets over Current Liabilities as at said date.
SECTION 1.2 ACCOUNTING AND FINANCIAL DETERMINATIONS. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined, or any accounting computation is required to be made,
for the purpose of this Agreement or the Related Documents, such determination
or calculation shall be made, to the extent applicable and except as otherwise
specified in this Agreement or such Related Document, in accordance with GAAP;
PROVIDED, HOWEVER, that if any change in generally accepted accounting
principles from those applied in the preparation of the financial statements
referred to in SECTION 10.3 hereof is occasioned by the promulgation of rules,
regulations, pronouncements and opinions by or required by the Financial
Accounting Standards Board or the American Institute of Certified Public
Accountants (or successors thereto or agencies with similar functions), the
initial
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announcement of which change is made after the Closing Date, results in a change
in the method of calculation of financial covenants, standards or terms found in
SECTIONS 1 or 11 hereof, the parties hereto agree to enter into good faith
negotiations in order to amend such provisions so as to reflect such changes
with the desired result that the criteria for evaluating Borrower's financial
condition shall be the same after such changes as if such changes had not been
made; and PROVIDED, FURTHER, that until such time as the parties hereto agree
upon such amendments, such financial covenants, standards and terms shall be
construed and calculated as though such change had not taken place. When used
herein, the term "financial statement" shall include the notes and schedules
thereto, if any. All other terms contained in this Agreement (and which are not
otherwise specifically defined herein) shall have the meanings provided in
Article 9 of the Uniform Commercial Code of the State of Illinois (the "CODE")
to the extent the same are used or defined therein. All determinations of the
book value of Inventory contemplated hereby shall be at the lower of cost (on a
first-in, first-out basis) or market.
SECTION 1.3 CROSS REFERENCES; HEADINGS. The words "hereof",
"herein" and "hereunder" and words of a similar import when used in this
Agreement or in any of the Related Documents shall refer to this Agreement or
such Related Document as a whole and not to any particular provision of this
Agreement or such Related Document. Section, Schedule and Exhibit references
contained in this Agreement are references to Sections, Schedules and Exhibits
in or to this Agreement unless otherwise specified. Any reference in any Section
or definition to any clause is, unless otherwise specified, to such clause of
such Section or definition. The various headings in this Agreement and the
Related Documents are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such Related Document or any
provision hereof or thereof.
SECTION 2 COMMITMENTS OF LENDERS; LOAN REQUESTS; REDUCTION OR
TERMINATION OF THE COMMITMENTS; PREPAYMENTS; MAKING OF PAYMENTS; SETOFF.
SECTION 2.1 COMMITMENTS. Subject to the terms and conditions of
this Agreement, each Lender agrees to, severally on its own behalf and not
jointly with any other Lender:
(a) REVOLVING COMMITMENT. Make loans to Borrower (each such loan is
herein called a "REVOLVING LOAN" or "LOAN" and all such loans are herein
collectively called the "REVOLVING LOANS" or "LOANS") on a revolving basis from
time to time before July 31, 2003 or such later date as may be established
pursuant to SECTION 2.2 (herein called the "REVOLVING LOAN TERMINATION DATE") in
such amounts as Borrower from time to time may request up to the amount set
forth opposite such Lender's name in SCHEDULE I under the heading "Revolving
Commitment" (the foregoing commitment of the Lenders, as it may be reduced in
accordance with the terms hereof from time to time, is herein called the
"REVOLVING COMMITMENT"), less all reductions in the amount of the Revolving
Commitment pursuant to SECTION 2.6 of this Agreement; PROVIDED, HOWEVER, that
the Lenders shall not be required to make any Revolving Loan if, after giving
effect to such Revolving Loan, Total Revolving and LC Exposure would exceed the
lesser of (i) the amount of the Revolving Commitment then in effect or (ii) the
Borrowing Base at such time. Agent reserves the
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right in its reasonable business judgment with respect to the Borrowing Base to
(x) adjust any eligibility criteria or establish new eligibility criteria, (y)
modify the advance rates against Eligible Accounts and Eligible Inventory and
(z) establish reserves against Borrowing Availability. The provisions of
SECTION 2.8 shall not apply to any prepayment in full of the Liabilities made
within ninety (90) days after Agent shall have imposed any such adjustment or
revision of eligibility criteria, modification of advance rates or new reserves
if the aggregate effect of any such action is to reduce the Borrowing Base in
effect immediately prior to such actions by ten percent (10%) or more.
(b) LETTER OF CREDIT COMMITMENT. To the extent of Borrowing
Availability, upon the request of Borrower, Agent (on behalf of each Lender
according to such Lender's Pro Rata Share) may issue LC Guaranties for the
account of Borrower. Each Lender shall be deemed to have irrevocably and
unconditionally purchased and received from Agent, without recourse,
representation or warranty, an individual participation interest equal to its
Pro Rata Share of the amount of such LC Guaranty and each draw paid by the
Issuing Bank under the Letter of Credit issued in connection therewith. Each
Lender's obligation to pay its Pro Rata Share of all draws under the Letters of
Credit issued in connection with each LC Guaranty shall be absolute,
unconditional and irrevocable and in each case shall be made without
counterclaim or set-off by such Lender and shall be made irrespective of whether
a Unmatured Event of Default or Event of Default shall have occurred and be
continuing at the time. The aggregate maximum amount of Letters of Credit
subject to LC Guaranties shall not at any time exceed $2,000,000. The foregoing
commitment of the Lenders is herein called the "LETTER OF CREDIT COMMITMENT."
SECTION 2.2 REVOLVING LOAN TERMINATION DATE. This Agreement shall
be effective from the Closing Date until the Revolving Loan Termination Date;
PROVIDED that all of the Lenders' and Agent's rights and remedies under this
Agreement shall survive such termination until all of the Liabilities have been
finally paid in full in cash. In addition, this Agreement may be terminated as
set forth in SECTION 13.2. Upon the effective date of termination, all of the
Liabilities shall become immediately due and payable without notice or demand
notwithstanding any terms contained herein or in any Note to the contrary.
Notwithstanding any termination of this Agreement, until (i) all of the
Liabilities except unmatured contingent Liabilities (other than those
Liabilities described in clauses (ii) and (iii) below) for which no claim has
been asserted shall have been paid in full in cash, (ii) each LC Guaranty shall
have been terminated and (iii) Borrower shall have provided to Agent security on
terms satisfactory to the Required Lenders with respect to any pending or
overtly threatened action against any Person which could result in a claim
against Borrower by any Lender Party for indemnification under SECTION 14.5,
Borrower shall remain bound by the terms of this Agreement and Agent shall be
entitled to retain its Liens on the Collateral.
SECTION 2.3 LOAN REQUESTS.
(a) With respect to borrowings consisting of Prime Rate Loans,
Borrower shall give notice to Agent of each proposed borrowing by 10:00 A.M.
Chicago time on the proposed Funding Date. Prime Rate Loans made on any Funding
Date shall be in an aggregate minimum amount of $100,000 and integral multiples
of $50,000 in excess thereof.
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(b) With respect to borrowings consisting of LIBOR Rate Loans,
Borrower shall give notice to Agent of each proposed borrowing by 10:00 A.M.
Chicago time no later than three (3) Business Days and no more than five (5)
Business Days prior to the proposed date of such borrowing. With respect to
borrowings comprised of LIBOR Rate Loans, Borrower shall deliver to Agent
written notice of each such proposed borrowing substantially in the form set
forth in EXHIBIT 2.3(b) (each a "NOTICE OF LIBOR ACTIVITY") by 10:00 A.M.
Chicago time at least three (3) Business Days prior to, but in any event no more
than five (5) Business Days prior to, the proposed date of such borrowing.
LIBOR Rate Loans shall be in an aggregate minimum amount of $100,000 and
integral multiples of $100,000 in excess thereof (or in such other amount as
Agent shall permit as shall be evidenced by the making of such LIBOR Rate Loan
by the Lenders).
(c) Each notice given pursuant to this SECTION 2.3 shall be
irrevocable and Borrower shall be bound to make a borrowing in accordance
therewith. Subject to receipt by Agent of the documents required under
SECTION 12 with respect to a borrowing and the satisfaction of all other
conditions precedent to such borrowing set forth in this Agreement, on the
requested Funding Date each Lender shall pay over its Pro Rata Share of such
funds by wire transfer to the Operating Account (except that, with respect to
the initial Loans, disbursement shall be according to instructions to be agreed
upon by Agent and Borrower on or prior to the Closing Date). Such notice shall
be in writing or by "Electronic Notice" and, if by Electronic Notice, shall be
confirmed in writing on or before the fifteenth Business Day of the first
calendar month following the date of such borrowing by delivery of a Borrowing
Certificate to Lender. Each such notice shall specify the date, amount and type
of borrowing. "ELECTRONIC NOTICE" shall mean notice sent via facsimile. No
Lender Party shall incur any liability to Borrower in acting upon any Electronic
Notice referred to above which such Lender Party believes in good faith to have
been given by a duly authorized officer or other persons authorized to borrow on
behalf of Borrower or for otherwise acting in good faith under this SECTION 2.3
and, upon funding of any Loans by a Lender in accordance with this Agreement
pursuant to any such Electronic Notice, Borrower shall have effected a Loan
hereunder.
(d) Except as provided in SECTION 2.3(e) (which provides for the
settlement by Agent of Revolving Loans made, and payments thereon on a weekly
basis at Agent's discretion to avoid daily settlements between Lenders), on or
prior to 11:00 a.m. (Chicago time) on each Business Day on which it is asked to
make an advance with respect to Loans, Agent shall advise each Lender by
telephone or facsimile transmission of the requested Funding Date, the amount of
such advance and the amount of such Lender's Pro Rata Share thereof. Each
Lender shall pay to Agent the amount of such Lender's Pro Rata Share of such
advance prior to 11:00 a.m. (Chicago time) on the proposed Funding Date. Except
as provided in SECTION 2.3(e) and provided that each Lender has made all
payments required to be made by it hereunder, on or prior to 11:00 a.m. (Chicago
time) on the next Business Day after receipt by Agent of any payments of
principal with respect to the Loans and interest, fees and other amounts with
respect to the Liabilities (the "DAILY SETTLEMENT DATE"), Agent shall pay to
each Lender the amount of such Lender's Pro Rata Share of such payments. If any
payment from any Lender to Agent or from Agent to any Lender is not, in fact,
made by the party from whom payment is due, the other party shall be entitled to
recover such corresponding amount on demand (which demand shall be promptly
made) together with interest thereon at the Federal
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Funds Rate, for each day from the Funding Date or Daily Settlement Date on which
such amount was due until such amount is paid.
(e) Agent on behalf of the Lenders may (but shall not be obligated
to) make Revolving Loans and receive and retain payments on the Revolving Loans
in accordance with this SECTION 2.3(e) without notice to, or settlement with,
the Lenders; PROVIDED, Agent shall settle the amount of the Revolving Loans with
the Lenders at least once a week as follows:
The amount of each Lender's Pro Rata Share of outstanding Revolving Loans
shall be computed weekly (or more frequently in Agent's discretion) and
shall be adjusted upward or downward on the basis of the amount of
outstanding Revolving Loans as of 3:00 P.M. Chicago time on the last
Business Day of the period specified by Agent (such date being referred to
as the "SETTLEMENT DATE"). Agent shall deliver to each of the Lenders
promptly after any Settlement Date a summary statement of the amount of
outstanding Revolving Loans for such period. The Lenders shall transfer to
Agent, or, subject to SECTION 12.6(c), Agent shall transfer to the Lenders,
such amounts as are necessary so that (after giving effect to all such
transfers) the amount of the Revolving Loans made by each Lender shall be
equal to such Lender's Pro Rata Share of the aggregate amount of the
Revolving Loans outstanding as of such Settlement Date. If the summary
statement is received by the Lenders prior to 10:00 A.M. Chicago time on
any Business Day, each Lender shall make the transfers described above in
immediately available funds no later than 12:00 noon Chicago time on the
day such summary statement was received; and if such summary statement is
received by the Lenders after 10:00 A.M. Chicago time on such day, each
Lender shall make such transfers no later than 12:00 noon Chicago time on
the next succeeding Business Day. The obligation of each of the Lenders to
transfer such funds shall be irrevocable and unconditional and without
recourse to or warranty by Agent. Each of Agent and the Lenders agree to
mark their respective books and records on the Settlement Date to show at
all times the dollar amount of their respective Pro Rata Shares of the
outstanding Revolving Loans. To the extent that the settlement described
above shall not yet have occurred, upon repayment of any part of the
Revolving Loans by any Borrower, Agent may first apply such amounts repaid
directly to the amounts made available by Agent pursuant to this
SECTION 2.3(e).
Because Agent on behalf of the Lenders may be advancing and/or may be repaid all
or a portion of the Revolving Loans prior to the time when the Lenders will
actually advance and/or be repaid all or a portion of Revolving Loans, interest
with respect to the Revolving Loans shall be allocated by Agent to each Lender
and Agent in accordance with the amount of the Revolving Loans actually advanced
by and repaid to each Lender and Agent and shall accrue from and including the
date such Revolving Loans are so advanced to but excluding the date such
Revolving Loans are either repaid by any Borrower in accordance with SECTION 7.3
or actually settled by the applicable Lender as described in this SECTION
2.3(e).
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SECTION 2.4 CERTAIN WAIVERS. Borrower waives notice of the
creation of any of the Liabilities and all other notices whatsoever to Borrower
with respect to the Liabilities except notices required under SECTION 13.1.
SECTION 2.5 LOAN ACCOUNT. Agent shall maintain a loan account
("LOAN ACCOUNT") on its books in which shall be recorded (i) all Loans and
advances made to Borrower pursuant to this Agreement, (ii) the issuance of all
LC Guaranties, (iii) all payments made by Borrower on all Loans and (iv) all
other appropriate debits and credits as provided in this Agreement including all
fees, charges, expenses and interest. The failure so to record any such
information or any error in so recording any such information shall not,
however, limit or otherwise affect the actual obligations of Borrower hereunder
or under the Notes to repay the principal amount of all Loans together with all
interest accruing thereon. All entries in the Loan Account shall be made in
accordance with Agent's customary accounting practices as in effect from time to
time. Borrower shall pay the Liabilities reflected as owing by it under the
Loan Account and all other Liabilities hereunder as such amounts become due or
are declared due pursuant to the terms of this Agreement. So long as an
Unmatured Event of Default or an Event of Default shall have occurred and be
continuing, Borrower irrevocably waives the right to direct the application of
any and all payments at any time or times thereafter received by Agent or any
Lender from or on behalf of Borrower, and Borrower does hereby irrevocably agree
that each Lender shall have the continuing exclusive right to apply and to
reapply any and all payments received at any time or times hereafter against the
Liabilities in such manner as such Lender may deem advisable notwithstanding any
previous entry by Agent upon the Loan Account or by Agent or such Lender on any
other books and records.
SECTION 2.6 VOLUNTARY PREPAYMENT OF REVOLVING LOANS; VOLUNTARY
REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT. Borrower may voluntarily
from time to time on at least five Business Days' prior written irrevocable
notice to the Lenders permanently reduce the Revolving Commitment in whole or in
part. If in part, any such reduction to be in an aggregate amount of at least
$2,500,000 and an integral multiple of $500,000; PROVIDED, that concurrently
with such reduction Borrower pay the Prepayment Premium required by SECTION 2.8
of this Agreement. Each such payment shall be accompanied by accrued interest
on such principal amount, amounts payable under SECTION 4.4(f), if any, and,
with respect to reductions as a result of any prepayment described in
SECTION 2.8, the Prepayment Premium required under such Section.
SECTION 2.7 MANDATORY PREPAYMENTS ON REVOLVING LOANS.
(a) Concurrently with each reduction (including any termination) of
the Revolving Commitment (whether pursuant to SECTION 2.6 or otherwise),
Borrower shall make a mandatory prepayment of Revolving Loans outstanding in the
amount, if any, by which (i) the Total Revolving and LC Exposure exceeds (ii)
the then reduced amount of the Revolving Commitment. In addition, if at any
time (i) the Total Revolving and LC Exposure shall exceed (ii) the Borrowing
Base, Borrower shall make a mandatory prepayment of the Revolving Loans in the
aggregate amount of such excess. Each such payment shall be accompanied by
accrued interest on such principal amount, and amounts payable under
SECTION 4.4(f), if any.
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(b) If at any time after the making of a deemed Revolving Loan
pursuant to the first sentence of SECTION 7.5(b), the Total Revolving and LC
Exposure exceeds the lesser of (i) the Revolving Commitment, or (ii) the
Borrowing Base, then Borrower immediately shall make a mandatory prepayment of
Revolving Loans outstanding in the aggregate amount of such excess and each such
payment shall be accompanied by accrued interest on such principal amount and
amounts payable under SECTION 4.4(f), if any.
SECTION 2.8 PREPAYMENT PREMIUM. Subject to SECTION 2.1(a), each
reduction of the Revolving Commitment pursuant to SECTION 2.6, shall be
accompanied in each case by a prepayment premium ("PREPAYMENT PREMIUM") paid to
Agent for the benefit of the Lenders in an amount equal to: (a) if such
Commitment reduction is made at any time during the period from and including
the Closing Date to and including the first anniversary of the Closing Date,
1.0% of such Commitment reduction; and (b) if such Commitment reduction is made
at any time during the period from and after the first anniversary of the
Closing Date through and including the third anniversary of the Closing Date,
0.5% of such Commitment reduction; PROVIDED, HOWEVER, that no Prepayment Premium
shall be payable on any Commitment Reduction made by Borrower pursuant to
SECTION 2.6 to the extent such reduction was made to maintain Minimum Facility
Utilization.
SECTION 2.9 MAKING OF PAYMENTS. All payments of principal of, or
interest on, the Notes and of all fees and other Liabilities shall be made by
Borrower to Agent in immediately available Dollars. All such payments shall be
made to Agent's Account No. 2358874 at LaSalle National Bank, ABA #071000505 (or
such other account as Agent may from time to time specify), not later than 11:30
A.M. Chicago time, on the date due; and funds received after that hour shall be
deemed to have been received by Agent on the next following Business Day.
Anything in this Agreement to the contrary notwithstanding, under no
circumstances shall receipt by Master Account Bank of funds of Borrower into the
Master Account or the holding of funds therein constitute repayment of Loans, or
entitle Borrower to interest thereon.
SECTION 2.10 DUE DATE EXTENSION. If any payment of principal,
interest or fees with respect to any of the Loans falls due on a Saturday,
Sunday or other day which is not a Business Day, then such due date shall be
extended to the next following Business Day, and additional interest and fees
shall accrue and be payable for the period of such extension.
SECTION 2.11 SET OFF AND SHARING OF PAYMENTS. In addition to any
rights now or hereafter granted under applicable law and not by way of
limitation of any such rights, at any time (i) any payment or amount owing by
Borrower under or in connection with this Agreement or the Related Documents is
then due to any one or more of Agent and the Lenders or any such holder of a
Note, and (ii) upon the occurrence and during the continuance of any Event of
Default, Agent, each Lender, Master Account Bank (as agent of Agent and each
Lender), and each holder of any Note is hereby authorized by Borrower at any
time or from time to time, without notice to Borrower or to any other Person,
any such notice being hereby expressly waived, to set off and to appropriate and
to apply any and all balances held by it at any of its offices for the account
of Borrower (regardless of whether such balances are then due to Borrower) and
any other property at any time held or owing by Agent, that Lender, Master
Account Bank (as agent of Agent and each Lender) or
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that holder to or for the credit or for the account of Borrower against and on
account of any of the Liabilities which are not paid when due; PROVIDED that no
Agent or Lender shall exercise any such right without giving prior written
notice to Agent. Any Lender or holder of any Note having a right to set off
shall, to the extent the amount of any such set off exceeds its Pro Rata Share
of the Liabilities, purchase for cash (and the other Lenders or holders shall
sell) participations in each such other Lender's or holder's Pro Rata Share of
the Liabilities as would be necessary to cause such Lender to share such excess
with each other Lender or holder in accordance with their respective Pro Rata
Shares. Borrower agrees, to the fullest extent permitted by law, that (a) any
Lender or holder may exercise its right to set off with respect to amounts in
excess of its Pro Rata Share of the Liabilities and may sell participations in
such excess to other Lenders and holders and (b) any Lender or holder so
purchasing a participation in the Loans made or other Liabilities held by other
Lenders or holders may exercise all rights of set-off, bankers' lien,
counterclaim or similar rights with respect to such participation as fully as if
such Lender or holder were a direct holder of Loans and other Liabilities in the
amount of such participation.
SECTION 2.12 CERTAIN MATTERS RELATING TO LETTERS OF CREDIT.
2.12.1 ISSUANCE OF LETTERS OF CREDIT. Agent and the Lenders
shall not be obligated to issue an LC Guaranty or cause an Issuing Bank to
issue any Letter of Credit for the account of Borrower if at the time of
such requested issuance:
(a) The face amount of such requested Letter of Credit,
when added to the Reimbursement Obligations then outstanding,
(i) would cause LC Exposure to exceed $2,000,000, (ii) when added to
the aggregate outstanding principal amount of Revolving Loans and all
Reimbursement Obligations then outstanding would cause Total Revolving
and LC Exposure to exceed the Borrowing Base then in effect, or (iii)
when added to the aggregate outstanding principal amount of Revolving
Loans and all Reimbursement Obligations then outstanding, would cause
Total Revolving and LC Exposure to exceed the Revolving Commitment; or
(b) Any order, judgment or decree of any Governmental
Authority or arbitrator shall purport by its terms to enjoin or
restrain the Issuing Bank from issuing such Letter of Credit or Agent
or the Lenders from issuing an LC Guaranty or any Requirement of Law
applicable to Agent, any Lender or the Issuing Bank or any request or
directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over Agent, any Lender or the
Issuing Bank shall prohibit, or request that Agent or the Issuing Bank
refrain from, the issuance of guaranties or letters of credit
generally or such Letter of Credit or LC Guaranty in particular or
shall impose upon Agent, any Lender or the Issuing Bank with respect
to such Letter of Credit or LC Guaranty any restriction or reserve or
capital requirement (for which Agent or such Lender or the Issuing
Bank is not otherwise compensated) not in effect as of the date of
this Agreement, or any unreimbursed loss, cost or expense which was
not applicable, in effect or known to Agent, the Lenders or the
Issuing Bank as of the Closing Date; or
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(c) A default of any Lender's obligations to fund exists,
unless Agent and the Issuing Bank have entered into satisfactory
arrangements with Borrower to eliminate Agent's and the Issuing Bank's
risk with respect to such Lender, including cash collateralization of
such Lender's Pro Rata Share of the Reimbursement Obligations; or
(d) Any of the conditions set forth in SECTION 12 shall not
be satisfied.
2.12.2 TERMS OF LETTERS OF CREDIT. The Letters of Credit
shall be in a form satisfactory to the Issuing Bank and the Lenders. At
the time of issuance, the amount and the terms and conditions of each
Letter of Credit, and of any drafts or acceptances thereunder, shall be
subject to approval by Agent and Borrower. In no event may the term of any
standby Letter of Credit issued hereunder exceed 360 days nor the term of
any documentary Letter of Credit exceed 120 days, and all Letters of Credit
issued hereunder shall expire no later than the date that is five (5)
Business Days prior to the Revolving Loan Termination Date. No Letter of
Credit shall contain an automatic renewal provision. In addition to all
other terms and conditions set forth in this Agreement, the issuance by
Agent of any LC Guaranty shall be subject to the conditions precedent that
the Issuing Bank be satisfactory to Agent and that the Letter of Credit for
which Borrower requests a LC Guaranty be in such form, contain such terms
and support such transactions as are reasonably satisfactory to Agent.
Borrower shall comply with all such terms and conditions imposed by any
Issuing Bank or by Agent with respect to the issuance of any Letter of
Credit, whether such terms and conditions are imposed in the application
for such Letter of Credit, the LC Guaranty with respect to such Letter of
Credit or otherwise.
2.12.3 LENDERS' PARTICIPATION. Immediately upon issuance or
amendment by Agent of any LC Guaranty in accordance with the procedures set
forth in this Agreement, each Lender shall be deemed to have irrevocably
and unconditionally purchased and received from Agent, without recourse or
warranty, an undivided interest and participation to the extent of such
Lender's Pro Rata Share in the liability with respect to such LC Guaranty
and the related Letter of Credit (including, without limitation, all
obligations of Borrower with respect thereto to Agent, other than amounts
owing to the Issuing Bank consisting of Issuing Bank Fees) and any security
therefor or guaranty pertaining thereto.
2.12.4 NOTICE OF ISSUANCE. Whenever Borrower desires the
issuance of a Letter of Credit, Borrower shall deliver to Agent a written
notice no later than 1:00 P.M. Chicago time at least five (5) Business Days
in advance of the proposed date of issuance of any Letter of Credit, which
written notice shall be in such form as may be required from time to time
by Agent (a "LETTER OF CREDIT REQUEST"). The transmittal by Borrower of
each Letter of Credit Request shall be deemed to be a representation and
warranty by Borrower that the Letter of Credit may be issued in accordance
with and will not violate any of the requirements of SECTION 12. Prior to
the date of issuance of each Letter of Credit, Borrower shall provide to
Agent a precise description of the documents and the text of any
certificate to be presented
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by the beneficiary of such Letter of Credit which if presented by such
beneficiary on or prior to the expiration date of the Letter of Credit
would require the Issuing Bank to make payment under the Letter of Credit.
Agent, in its reasonable judgment, may require changes in any such
documents and certificates. No Letter of Credit shall require payment
against a conforming draft to be made thereunder prior to the second
business day after the date on which such draft is presented, together with
all documents and/or certificates required to be presented in connection
therewith under the terms of the applicable Letter of Credit. A Letter of
Credit Request may be given to Agent in writing or electronically and, if
requested by Agent, with prompt confirmation in writing. Any electronic
Letter of Credit Request shall be deemed to have been prepared by, or under
the supervision of the chief financial officer of Borrower.
2.12.5 PAYMENT OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT.
Borrower shall be irrevocably and unconditionally obligated forthwith
without presentment, demand, protest or other formalities of any kind, to
reimburse Agent, on behalf of the Lenders, for any amounts paid by the
Lenders with respect to each LC Guaranty including all amounts paid by the
Lenders upon any draw with respect to a Letter of Credit, any guaranty or
reimbursement obligation paid by the Lenders to any Person upon any draw
upon a Letter of Credit and all fees, costs and expenses paid by the
Lenders to any Issuing Bank. All such reimbursement obligations shall be
due and payable on demand. In the event of any drawing under any Letter of
Credit by the beneficiary thereof, Borrower shall give notice to be
received by Agent on the Business Day prior to the Business Day on which
such drawing is payable if Borrower intends to reimburse the Issuing Bank
for the amount of such drawing with funds other than the proceeds of Loans.
Such notice from Borrower shall be irrevocable and, if given, Borrower
shall reimburse the Issuing Bank not later than the close of business
Chicago time on the day on which such drawing is honored in an amount in
immediately available funds equal to the amount of such drawing. If Agent
shall not have timely received such notice (i) Borrower shall be deemed to
have timely requested the making of Revolving Loans on the date on which
such drawing is honored in an amount equal to the amount of such drawing
and (ii) subject to satisfaction or waiver of the conditions specified in
SECTION 12 hereof and the other terms and conditions of Revolving Loans
contained herein, Agent shall notify the Lenders thereof, and the Lenders
shall, on the date of such drawing, make Revolving Loans in the amount of
their Pro Rata Share of such drawing, the proceeds of which shall be
applied directly by Agent to reimburse the Issuing Bank for the amount of
such drawing or payment. If for any reason, proceeds of such Loans are not
received by Agent on such date in an amount equal to the amount of such
drawing, Borrower shall be obligated to and shall reimburse Agent, on the
business day (under the laws of the jurisdiction of the Issuing Bank)
immediately following the date of such drawing, in an amount in immediately
available funds equal to the excess of the amount of such drawing over the
amount of such Loans, if any, which are so received, plus accrued interest
on such amount at the rate set forth in SECTION 4.2 hereof. Each Lender
acknowledges and agrees that its obligation to reimburse Agent pursuant to
this SECTION 2.12.5 is absolute and unconditional and shall not be affected
by any circumstance whatsoever including the occurrence or continuance of
an Unmatured Event of Default or an Event of Default, and
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further acknowledges and agrees that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.
2.12.6 PAYMENT BY LENDERS. In the event that Borrower does
not reimburse Agent for the full amount of any drawing pursuant to
SECTION 2.12.5, Agent shall promptly notify each Lender of the
unreimbursed amount of such drawing and of such Lender's respective
participation therein. Unless Agent shall have so elected, each Lender
shall make available to Agent an amount equal to such Lender's respective
participation in immediately available funds, not later than 1:00 P.M.
Chicago time on the Business Day after the date notified by Agent. In
addition, in the event that any Lender fails to make available to Agent the
amount of any such Lender's participation in such LC Guaranty as provided
in this SECTION 2.12.6, Agent may, but shall not be obligated to, fund the
amount of such Lender's participation in such LC Guaranty and recover such
amount on demand from such Lender. In the event that any Lender fails to
make available to Agent the amount of such Lender's participation in such
LC Guaranty as provided in this SECTION 2.12.6, and Agent does not elect to
fund to the Issuing Bank such defaulting Lender's participation in such LC
Guaranty as provided in the immediately preceding sentence, Agent shall be
entitled to recover such amount on demand from such Lender together with
interest at the Prime Rate. Agent shall distribute to each other Lender
which has paid all amounts payable by it under this SECTION 2.12.6 with
respect to any Letter of Credit such other Lender's Pro Rata Share of all
payments subsequently received by Agent from Borrower in reimbursement of
payments made by Agent under such Letter of Credit when such payments are
received.
2.12.7 ISSUING BANK. As between Borrower, the Issuing Bank,
Agent and each Lender, Borrower assumes all risks of the acts and
omissions of the Issuing Bank, or misuse of the LC Guaranties or Letters
of Credit by the respective beneficiaries of such LC Guaranties and
Letters of Credit. In furtherance and not in limitation of the
foregoing, neither Agent nor any of the Lenders shall be responsible (i)
for the form, validity, sufficiency, accuracy, genuineness or legal
effects of any document submitted by any party in connection with the
application for and issuance of or any drawing honored under such LC
Guaranties or Letters of Credit even if it should in fact prove to be
in any or all respects invalid, insufficient, inaccurate, fraudulent or
forged, (ii) for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such
LC Guaranty or Letter of Credit, or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason, (iii) for failure of the beneficiary of any
such Letter of Credit to strictly comply with conditions required in
order to draw upon such Letter of Credit, (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by
mail, cable, telegraph, telex, telecopy or otherwise, whether or not
they be in cipher, (v) for errors in interpretation of technical terms,
(vi) for any loss or delay in the transmission or otherwise of any
document required in order to make a drawing or request a payment under
any such LC Guaranty or Letter of Credit, or of the proceeds thereof,
(vii) for the misapplication by the beneficiary of any such LC Guaranty
or Letter of Credit, of the proceeds of any drawing honored or payment
under such LC Guaranty or Letter of Credit, and (viii) for any
consequences arising from causes beyond
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the control of the Issuing Bank, Agent or the Lenders, except, in each
case, as the result of the gross negligence or willful misconduct of the
Issuing Bank. None of the above shall affect, impair, or prevent the
vesting of any of the Agent's rights or powers hereunder. In furtherance
and extension of, and not in limitation of, the specific provisions
hereinabove set forth, Borrower hereby agrees that any action taken or
omitted by Agent or any Lender or any Issuing Bank under or in connection
with any LC Guaranty or Letter of Credit or any related certificates, or
the Collateral relating thereto, if taken or omitted in good faith, shall
be binding on Borrower and shall not impose any resulting liability on
Agent or any Lender or relieve Borrower of any of its obligations hereunder
to any such Person.
2.12.8 OBLIGATIONS ABSOLUTE. The obligations of Borrower to
reimburse Agent and the Lenders for payments made by the Lenders under
the LC Guaranty or in connection with any Letter of Credit and the
obligations of the Lenders under SECTION 2.12 hereof shall be
unconditional and irrevocable and shall be paid strictly in accordance
with the terms of this Agreement under all circumstances including,
without limitation, the following circumstances:
(a) any lack of validity or enforceability of any Letter of
Credit;
(b) the existence of any claim, set-off, defense or other
right which Borrower or any Affiliate of Borrower may have at any time
against a beneficiary or any transferee of any Letter of Credit or LC
Guaranty (or any Persons or entities for whom any such beneficiary or
transferee may be acting), the Issuing Bank, Agent any Lender or any
other Person, whether in connection with this Agreement, the
transactions contemplated herein or any unrelated transaction
(including any underlying transaction between Borrower or any of its
Affiliates and the beneficiary for which such LC Guaranty was
procured);
(c) any draft, demand, certificate or any other documents
presented under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(d) the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Related
Documents;
(e) payment by the Issuing Bank under any Letter of Credit
against presentation of a demand, draft or certificate or other
document which does not comply with the terms of such Letter of
Credit;
(f) failure of any drawing under a Letter of Credit or any
non-application or misapplication by the beneficiary of the proceeds
of any drawing;
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(g) any draft, demand, certificate or any other document
presented under any LC Guaranty proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(h) payment by Agent or any Lender under any LC Guaranty
against presentation of a demand, draft or certificate or other
document which does not comply with the terms of such LC Guaranty;
PROVIDED, that in the case of any payment by Agent or any Lender under
such LC Guaranty, such Person has not acted with gross negligence or
wilful misconduct as determined by a final judgment, not subject to
review on appeal, of a court of competent jurisdiction in determining
that the demand for payment under any LC Guaranty complies on its face
with any applicable requirements for a demand for payment under such
LC Guaranty;
(i) any other circumstance or happening whatsoever, which
is similar to any of the foregoing; or
(j) the fact that an Unmatured Event of Default or an Event
of Default shall have occurred and be continuing;
PROVIDED, HOWEVER, that Borrower shall have no obligation to reimburse the
Issuing Bank, and the Lenders shall have no obligation under SECTION 2.12
hereof, in the event of the Issuing Bank's willful misconduct or gross
negligence in determining whether documents presented under the Letter of
Credit comply with the terms of such Letter of Credit.
2.12.9 AGENT'S EXECUTION OF APPLICATIONS AND OTHER ISSUING BANK
DOCUMENTATION; RELIANCE ON CREDIT AGREEMENT BY ISSUING BANK. Agent shall
be authorized to execute, deliver and perform on behalf of the Lenders
such LC Guaranties, letter of credit applications, shipping indemnities,
letter of credit modifications and consents and other undertakings for
the benefit of the Issuing Bank as may be reasonably necessary or
appropriate in connection with the issuance or modification of Letters
of Credit requested by Borrower hereunder.
2.12.10 CASH COLLATERAL. Upon demand by Agent or the Required
Lenders after the occurrence and during the continuance of any Event of
Default, Borrower shall deposit with Agent for the benefit of the Lenders
with respect to each Letter of Credit then outstanding, promptly upon such
demand, cash or Cash Equivalents in an amount equal to 110% of the greatest
amount for which such Letter of Credit may be drawn. Such deposit shall be
held by Agent for the benefit of the Issuing Bank and the other Lenders as
security for, and to provide for the payment of, outstanding Letters of
Credit.
2.12.11 INDEMNIFICATION. In addition to amounts payable as
elsewhere provided herein and to the provisions of SECTION 14.5 hereof,
Borrower hereby agrees to indemnify, exonerate and hold each Lender Party
free and harmless from and against any and all claims, demands, actions,
causes of action, suits, losses, costs (including attorneys'
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fees and disbursements), charges, liabilities and damages, and expenses in
connection therewith (irrespective of whether such Person is a party to the
action for which indemnification hereunder is sought) which such Lender
Party incurs or is subject to as a consequence, directly or indirectly, of
(i) the issuance of any LC Guaranty or Letter of Credit, other than as a
result of the gross negligence or willful misconduct of such Person as
determined by a court of competent jurisdiction, or (ii) the failure of any
Lender or Agent to honor a demand under a Letter of Credit or LC Guaranty
as a result of any act or omission relating to a Letter of Credit or LC
Guaranty, whether rightful or wrongful, of any present or future de jure or
de facto government or Governmental Authority. Borrower's unconditional
obligations to Agent and the Lenders hereunder shall not be modified or
diminished for any reason or in any manner whatsoever. Borrower agrees
that any charges made to Agent or the Lenders for Borrower's account by any
Issuing Bank shall be conclusive as between such Persons and Borrower and
may be charged to the Loan Account. All obligations under this
SECTION 2.12.11 shall survive termination of this Agreement.
The Issuing Bank shall not be liable for any error, negligence, or
mistake, whether omission or commission, in following Borrower's
instructions or those contained in any Letter of Credit or of any
modifications, amendments or supplements thereto or in issuing or paying
any Letter of Credit, except for the Issuing Bank's gross negligence or
wilful misconduct.
SECTION 2.13 STATEMENTS. All Loans and advances to Borrower, and
all other debits and credits provided for in this Agreement, shall be evidenced
by entries made by Agent in the Loan Account and in Agent's books and records
showing the date, amount and character for each such debit or credit. Until
such time as Agent shall have rendered to Borrower written statements of account
as provided herein, the balance in the Loan Account, as set forth on Agent's
most recent printout or other written statement, shall be rebuttably presumptive
evidence of the amounts due and owing to each Lender by Borrower; PROVIDED, that
any failure to so record or any error in so recording shall not limit or
otherwise affect Borrower's obligations to pay the Liabilities. Not more than
twenty (20) days after the last day of each calendar month, Agent shall render
to Borrower a statement setting forth the principal balance of the Loan Account
and the calculation of interest and fees due thereon. Each such statement shall
be subject to subsequent adjustment by Agent but shall, absent manifest errors
or omissions, be presumed correct and binding upon Borrower, and shall
constitute an account stated unless, within thirty (30) days after receipt of
any statement from Agent, Borrower shall deliver to Agent in accordance with
SECTION 14.3 written objection thereto specifying the error or errors, if any,
contained in such statement. In the absence of a written objection delivered to
Agent as set forth in this SECTION 2.14, Agent's statement of the Loan Account
shall be conclusive evidence of the amount of the Liabilities.
SECTION 3 NOTES; RECORDKEEPING.
The Revolving Loans of each Lender shall be evidenced, in part, by a
promissory Note (herein, as such Note may be from time to time supplemented,
extended or replaced, called the
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"REVOLVING NOTE") substantially in the form set forth in EXHIBIT 3.1, with
appropriate insertions, dated the date hereof, payable to the order of such
Lender in the amount of such Lender's Pro Rata Share of the maximum principal
amount of the initial amount of the Revolving Commitment.
SECTION 4 INTEREST.
SECTION 4.1 INTEREST RATES. Subject to SECTION 4.3, Borrower
hereby promises to pay interest on the outstanding principal amount of each Loan
for the period commencing on the date thereof until such Loan is paid in full,
at a rate per annum determined by reference to the Prime Rate or the LIBOR Rate,
respectively. The applicable basis for determining the rate of interest shall
be selected by Borrower at the time a borrowing is requested pursuant to
SECTION 2.3 or at the time a Notice of LIBOR Activity is given pursuant to
SECTION 4.3, as the case may be. If on any day any portion of any Loan is
outstanding with respect to which notice has not been given to Agent in
accordance with the terms of this Agreement specifying the basis for determining
the rate of interest thereon, then for that day, such portion of such Loan shall
be a Prime Rate Loan and shall bear interest at a rate determined by reference
to the Prime Rate. Subject to SECTION 4.3, each Prime Rate Revolving Loan and
LIBOR Rate Revolving Loan shall bear interest at a rate per annum determined as
follows: (a) if it is a Prime Rate Revolving Loan, then at the sum of the Prime
Rate in effect from time to time PLUS the Prime Revolver Margin; or (b) if it is
a LIBOR Rate Revolving Loan, then at the sum of the LIBOR Rate for the
applicable Interest Period PLUS the LIBOR Revolving Margin.
The Prime Revolver Margin and LIBOR Revolving Margin will be .75% and
2.75% per annum, respectively, as of the Closing Date. In the event that (i)
Borrower's EBITDA for the twelve (12) month period ending June 30, 1999 shall be
not less than $12,431,000 as determined by Borrower's consolidated financial
performance and (ii) no Default or Event of Default shall have occurred and be
continuing, commencing with the first day of the first calendar month that
occurs more than five (5) days after delivery of Borrowers' financial statements
to the Agent for the second Fiscal Quarter of Fiscal Year 1999, the Prime
Revolver Margin and the LIBOR Revolving Margin shall be permanently reduced to
.50% and 2.50% per annum, respectively. Concurrently with the delivery of those
financial statements, Borrower shall execute and deliver to the Agent and the
Lenders a certificate setting forth in reasonable detail the basis for the
change in the Applicable Margins.
SECTION 4.2 DEFAULT INTEREST.
(a) During any Default Interest Period, the unpaid principal amount
of (i) all Loans shall bear interest at the rate per annum set forth in
SECTION 4.1 as to such Liabilities, and (ii) all other Liabilities shall bear
interest at the rate per annum applicable to Prime Rate Revolving Loans in each
case PLUS 2% per annum (the rate described in this CLAUSE (A) being herein
called the "DEFAULT RATE").
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(b) For purposes of this SECTION 4.2, the term "DEFAULT INTEREST
PERIOD" shall mean a period of time (i) if an Event of Default under
SECTION 13.1(a) or 13.1(e) occurs, commencing on the date on which such Event of
Default occurs and ending on the date on which such Event of Default is waived,
or (ii) if an Event of Default (other than under SECTION 13.1(a) or 13.1(e))
occurs, commencing on the date of written notice to Borrower from Agent of such
occurrence and ending on the date such Event of Default is waived by the
Required Lenders.
SECTION 4.3 CONVERSION OR CONTINUATION.
(a) Subject to the provisions of SECTION 4.4, Borrower shall have the
option (i) to convert at any time all or any part of its outstanding Loans equal
to $100,000 and integral multiples of $100,000 in excess of that amount (or in
such other amount as Agent shall permit as shall be evidenced by the conversion
of such Loan by Agent) from a Prime Rate Loan to a LIBOR Rate Loan for a
specified Interest Period; (ii) to convert all or any part of its outstanding
Loans equal to $100,000 and integral multiples of $100,000 in excess of that
amount (or in such other amount as Agent shall permit as shall be evidenced by
the conversion of such Loan by Agent) from LIBOR Rate Loans to Prime Rate Loans
on the expiration date of any Interest Period applicable thereto; or (iii) upon
the expiration of the Interest Period with respect to any LIBOR Rate Loans, to
continue all or any portion of such Loans equal to $100,000 and integral
multiples of $100,000 in excess of that amount (or in such other amount as
Agent shall permit as shall be evidenced by the continuation of such Loan by
Agent) as LIBOR Rate Loans for a specified Interest Period, and the succeeding
Interest Period(s) of such continued Loans shall commence on the expiration date
of the Interest Period applicable thereto; PROVIDED, HOWEVER, that,
notwithstanding the foregoing, pursuant to SECTION 4.4(h), no outstanding Loan
may be continued as, or be converted into, a LIBOR Rate Loan when any Event of
Default or Unmatured Event of Default has occurred and is continuing.
(b) In the event Borrower shall elect to convert or continue a Loan
under SECTION 4.3(a), Borrower shall deliver to Agent a written Notice of LIBOR
Activity which shall set forth the details of such proposed conversion or
continuation, as the case may be, by 10:00 A.M., Chicago time three (3) Business
Days prior to, but in any event not more than five (5) Business Days prior to,
the proposed conversion/continuation date. Upon conversion or continuation by
Agent in accordance with this Agreement pursuant to any Notice of LIBOR
Activity, Borrower shall have effected the conversion/continuation of Loans
hereunder.
(c) The officers and employees of Borrower authorized to request a
Loan on behalf of Borrower are also authorized to request a
conversion/continuation on behalf of Borrower. Neither Agent nor any Lender
shall incur any liability to Borrower in acting upon any notice referred to
above which Agent believes in good faith to have been given by a duly authorized
officer or other person authorized to act on behalf of Borrower or for otherwise
acting in good faith under this SECTION 4.3.
(d) Each Notice of LIBOR Activity shall be irrevocable and Borrower
shall be bound to convert or continue in accordance therewith.
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SECTION 4.4 SPECIAL PROVISIONS GOVERNING LIBOR RATE LOANS.
Notwithstanding anything to the contrary contained in this Agreement, the
following provisions shall govern with respect to LIBOR Rate Loans as to the
matters covered:
(a) DETERMINATION OF INTEREST PERIOD. By giving notice as set forth
in SECTIONS 2.3 or 4.3(b), as the case may be, Borrower shall, subject to the
other provisions of this SECTION 4.4 specify whether the Interest Period
applicable to any requested LIBOR Rate Loan shall be a one-month, three-month or
six-month period; PROVIDED that until sixty (60) days after the Closing Date
Borrower may only specify Interest Periods of one month. The determination of
Interest Periods shall be further subject to the following provisions: (i) in
the case of immediately successive Interest Periods, each successive Interest
Period shall commence on the day on which the immediately preceding Interest
Period expires; (ii) if any Interest Period would otherwise expire on a day
which is not a Business Day, the Interest Period shall be extended to expire on
the next succeeding Business Day; (iii) Borrower may not select an Interest
Period for any Revolving Loan which terminates later than the Revolving Loan
Termination Date then in effect; (iv) Borrower may not select an Interest Period
with respect to any portion of principal of a Loan which extends beyond a date
on which Borrower could reasonably be expected to be required to make a
mandatory payment or prepayment of that portion of principal; (v) any Interest
Period which begins on a day for which there is no numerically corresponding day
in the calendar month during which such Interest Period is to end shall (subject
to clause (ii) above) end on the first Business Day following the last day of
such calendar month; and (vi) there shall be no more than three (3) LIBOR Rate
Loans in effect at any one time.
(b) DETERMINATION OF INTEREST RATE. As soon as practicable on the
LIBOR Interest Rate Determination Date, Agent shall determine (which
determination shall, absent manifest error, be presumptively correct) the
interest rate which shall apply to such Loans for such Interest Period and shall
promptly give notice thereof (in writing or by telephone) to Borrower.
(c) SUBSTITUTED RATE OF BORROWING. In the event that on any LIBOR
Interest Rate Determination Date with respect to any Loans, Agent shall have
determined (which determination shall be presumptively correct and binding upon
all parties) that, by reason of any changes arising after the date of this
Agreement affecting the London interbank market, adequate and fair means do not
exist for ascertaining the LIBOR Rate on a basis consistent with the essential
intent of the parties hereto, then, and in each such event, the right of
Borrower to select the LIBOR Rate with respect to such Loans shall be suspended
until Agent shall notify Borrower that the circumstances causing such suspension
no longer exist, and such Loans shall be Prime Rate Loans.
(d) ILLEGALITY. Notwithstanding anything to the contrary contained
in this Agreement, in the event that on any date any Lender shall have
reasonably determined (which determination shall be final and conclusive and
binding upon all parties) that the making or continuation of its LIBOR Rate
Loans violates any applicable law, treaty, governmental rule, regulation or
order (whether or not having the force of law and whether or not failure to
comply therewith would be unlawful), then, and in any such event, such Lender
shall promptly give notice (by telephone confirmed in writing) to Borrower of
that determination. Subject to the prior
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withdrawal of a Notice of LIBOR Activity or prepayment of the LIBOR Rate Loans
of the Lenders as contemplated by the following SECTION 4.4(e), the obligation
of the Lenders to make or maintain its LIBOR Rate Loans during any such period
shall be terminated at the earlier of the termination of the Interest Period
then in effect or when required by law, and Borrower shall no later than the
termination of the Interest Period in effect at the time any such determination
pursuant to this SECTION 4.4(d) is made or, earlier, when required by law, repay
the LIBOR Rate Loans of the Lenders, together with all interest accrued thereon
and amounts payable under SECTION 4.4(f).
(e) OPTIONS OF BORROWER. In lieu of prepaying the Lenders as
required by SECTION 4.4(d) above, Borrower may, by giving notice (by telephone
confirmed immediately by telecopy) to Agent and subject to the other terms of
this Agreement, request the Lenders to make the LIBOR Rate Loan then being
requested as a Prime Rate Loan or to continue to maintain its outstanding Prime
Rate Loan then the subject of a Notice of LIBOR Activity as a Prime Rate Loan
or to convert its LIBOR Rate Loans then outstanding that are so affected into
Prime Rate Loans at the end of the then current Interest Period (or at such
earlier time as prepayment is otherwise required) in the manner contemplated by
SECTION 4.4 but without satisfying the advance notice requirements therein.
(f) COMPENSATION. In addition to (but without duplication of) such
amounts as are required to be paid by Borrower pursuant to SECTIONS 4.1, 4.2,
8.1, 8.2, 8.3 and 8.4, Borrower shall compensate each Lender for all losses,
costs, expenses and liabilities and all customary administrative charges and
fees, including, without limitation, any loss, cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
such Lender to fund or maintain such Lender's LIBOR Rate Loans to Borrower and
all customary administrative charges and fees, which such Lender may sustain (i)
if for any reason a borrowing of any LIBOR Rate Loan does not occur on a date
specified therefor in a Notice of LIBOR Activity, or if a successive Interest
Period does not commence after notice therefor is given pursuant to
SECTION 4.3(b), (ii) if any voluntary or mandatory prepayment of any LIBOR Rate
Loan occurs for any reason on a date which is not the last day of an Interest
Period, (iii) as a consequence of any required conversion of a LIBOR Rate Loan
to a Prime Rate Loan as a result of any of the events indicated in
SECTIONS 4.4(d) or 4.4(e), or (iv) as a consequence of any other default by
Borrower to repay any LIBOR Rate Loan when required by the terms of this
Agreement. In addition, Borrower shall pay the Lenders their customary
administrative charges and fees incurred in connection with any of the
foregoing.
(g) MANNER OF FUNDING OF LIBOR RATE LOANS. Each Lender shall be
entitled to fund and maintain its funding of all or any part of any LIBOR Rate
Loan requested by Borrower hereunder in any manner it sees fit, it being
understood and agreed, however, that for the purposes of this Agreement, all
determinations hereunder shall be made as if such Lender had actually funded and
maintained each LIBOR Rate Loan during each Interest Period for such Loan
through the purchase of deposits in the London interbank market having a
maturity corresponding to such Interest Period and bearing an interest rate
equal to the LIBOR Rate for such Interest Period.
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(h) LIBOR RATE LOANS AFTER DEFAULT. Unless the Required Lenders
shall otherwise agree in writing, after occurrence and during the continuance of
an Unmatured Event of Default or an Event of Default, Borrower may not elect to
have a Loan be made or continued as, or converted to, a LIBOR Rate Loan after
the expiration of any Interest Period then in effect for that Loan.
SECTION 4.5 INTEREST PAYMENT DATES. Accrued interest on each Prime
Rate Loan shall be payable in arrears on the fifteenth day of each month, and at
maturity, commencing with August 15, 1998. Accrued interest on each LIBOR Rate
Loan shall be payable in arrears on each LIBOR Interest Payment Date applicable
to such Loan and, in any event, at maturity. After maturity (whether by
acceleration or otherwise), accrued interest on all Loans shall be payable on
demand.
SECTION 4.6 SETTING OF RATES. Interest rates hereunder shall be
calculated from time to time by Agent and each such calculation of an interest
rate shall be conclusive and binding on Borrower in the absence of demonstrable
error.
SECTION 4.7 COMPUTATION OF INTEREST. Interest on each Loan shall
be computed for the actual number of days elapsed on the basis of a year
consisting of 360 days. In computing interest on any Loan, the date of the
making of the Loan or the first day of an Interest Period, as the case may be,
shall be included and the date of payment of the Loan or the expiration date of
an Interest Period, as the case may be, shall be excluded; PROVIDED, HOWEVER,
that if a Loan is repaid on the same day on which it is made, one day's interest
shall in any event be paid on that Loan. The interest rate applicable to each
Prime Rate Loan shall change simultaneously with each change in the Prime Rate.
SECTION 5 FEES.
SECTION 5.1 COMPUTATION OF FEES. All fees shall be computed for
the actual number of days elapsed on the basis of a year consisting of 360 days.
SECTION 5.2 NON-USE FEES. Borrower shall pay to Agent for the
benefit of each Lender, on a quarterly basis, a non-use fee (the "NON-USE FEE")
for the period from and including the date hereof to but excluding the Revolving
Loan Termination Date (or such earlier date on which the Revolving Loan
Commitment shall be terminated pursuant to SECTION 2.6 or 13.2 hereof) of
one-half of one percent (0.5%) per annum on the excess of (i) the daily average
of such Lender's Pro Rata Share of the then applicable Revolving Commitment OVER
(ii) the daily average of the aggregate principal amount of the Total Revolving
and LC Exposure. Such Non-Use Fees shall be payable in arrears on the fifteenth
day of each January, April, July and October (commencing on October 15, 1998)
and on the Revolving Loan Termination Date (or such earlier date on which the
Revolving Loan Commitment shall terminate) for any period then ending for which
such Non-Use Fees shall not have been theretofore paid.
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SECTION 5.3 CLOSING FEE. On the date of the initial Loan, Borrower
shall pay to Agent a non-refundable closing fee as set forth in the Fee Letter.
SECTION 5.4 LETTER OF CREDIT FEES. (a) Borrower shall pay to Agent
for the benefit of the Lenders a fee (the "LETTER OF CREDIT FEE") for the period
from and including the first date on which any Permitted LC is outstanding to
but excluding the Revolving Loan Termination Date (or such earlier date on which
all of the LC Guaranties shall no longer be of any force or effect and the
originals thereof are returned by the appropriate Issuing Bank to the Lenders
and the applicable Issuing Bank shall have acknowledged in writing that the
Lenders shall have no further obligations thereunder) in an amount equal to the
LIBOR Revolving Margin per annum on the daily average of the LC Exposure. Such
fees shall be payable in arrears on the fifteenth day of each January, April,
July and October (commencing on October 15, 1998) and on the date on which all
of the LC Guaranties shall no longer be of any force or effect.
(b) Agent shall also be entitled to charge to the account of Borrower
as and when incurred by Agent or any Lender, any charges, fees, costs and
expenses charged to Agent or any Lender for Borrower's account by any Issuing
Bank (other than any fees charged to Agent or any Lender which would be
duplicative of the Letter of Credit Fee paid to Agent for the benefit of the
Lenders) (the "ISSUING BANK FEES") in connection with the issuance of any
Letters of Credit by the Issuing Bank. In addition, Borrower agrees to pay to
the Issuing Bank or the Issuing Bank's customary issuing, administrative and
negotiating fees and Agent shall pay the charges owing to such Issuing Bank upon
receipt of such amounts from Borrower.
SECTION 5.5 AUDIT FEES. Borrower shall pay to Agent a collateral
audit fee (the "AUDIT FEE") in an amount equal to Agent's reasonable
out-of-pocket costs per audit for each field audit conducted by Agent or its
agents pursuant to SECTION 11.3; PROVIDED that so long as no Unmatured Event of
Default or Event of Default shall have occurred and be continuing, Borrower
shall not be liable for reimbursing Agent for the costs and expenses of more
than three (3) field audits in any Fiscal Year.
SECTION 5.6 APPRAISAL FEES. Borrower shall pay to Agent all
appraisal costs and expenses related to the following appraisals of Borrower's
music catalog prepared after the Closing Date at the request of the Agent: (i)
any appraisals conducted during the occurrence and continuance of a Default or
Event of Default, and (ii) in addition to any appraisal referenced in clause (i)
above, one appraisal conducted after the second anniversary of the Closing Date.
SECTION 5.7 MINIMUM FACILITY UTILIZATION FEE. Borrower shall pay
to Agent for the benefit of each Lender a fee (the "Minimum Facility Utilization
Fee") for each Fiscal Quarter equal to the LIBOR Revolving Margin per annum on
the excess of (i) the daily average of the Minimum Facility Utilization for such
Fiscal Quarter OVER (ii) the daily average of the aggregate principal amount of
the Total Revolving and LC Exposure for such Fiscal Quarter. Such Minimum
Facility Utilization Fees shall be payable in arrears on the fifteenth day of
each January, April, July and October (commencing on October 15, 1998) and on
the Revolving Loan Termination Date (or
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such earlier date on which the Revolving Loan Commitment shall terminate) for
any period then ending for which such Minimum Facility Utilization Fees shall
not have been theretofore paid.
SECTION 6 ACCOUNT AGREEMENTS; ACCOUNTS; LIST OF ACCOUNTS AND
ACCOUNT STATEMENTS.
SECTION 6.1 ACCOUNT AGREEMENTS. Prior to the date of the initial
Loan, Borrower, Master Account Bank and such other Persons as are designated by
Agent shall enter into a Bank Agency Agreement (herein, as the same may be
amended, modified or supplemented from time to time, called the "BANK AGENCY
AGREEMENT"). Pursuant to the Collateral Documents, including the Bank Agency
Agreement, Borrower shall grant to Agent a continuing first priority lien upon,
and security interest in, the Master Account and the Operating Account, each
described below (the Master Account and the Operating Account are collectively
referred to herein as the "BANK ACCOUNTS"), all funds, items, instruments,
investments, securities and other things of value at any time paid, deposited,
credited or held to or in the Lockbox or the Bank Accounts (whether for
collection, provisionally or otherwise), and all other Property of Borrower from
time to time in the possession or under the control of, or in transit to, Agent,
any Lender, Master Account Bank or any agent, bailee or custodian therefor, and
all proceeds of all of the foregoing. The Bank Agency Agreement shall specify
that throughout the term of this Agreement, Master Account Bank, to the extent
any such Person is a party to the Bank Agency Agreement, (i) shall be
pledgee-in-possession (for the benefit of the Lenders) of the Bank Accounts
described therein, all Cash Instruments of Borrower held by Master Account Bank,
and all such funds, items, instruments, investments, securities, other things of
value, Property and proceeds, (ii) shall take such action as shall be specified
in written notice from Agent to enable Agent to exercise its rights with respect
to such lien and security interest, (iii) shall be entitled to exercise all and
any rights which Agent or any Lender may have under this Agreement and the
Related Documents or applicable law with respect to the Bank Accounts described
therein and such other Property and (iv) shall provide Agent with copies of all
statements relating to the Bank Accounts provided by Master Account Bank to
Borrower. Notwithstanding any provision of this SECTION 6.1, Agent and the
Lenders shall have no obligation to reconcile or verify, at any time or for any
purpose, any balance in any Account or any other account maintained by Master
Account Bank as agent for Agent and the Lenders.
SECTION 6.2 BANK ACCOUNTS.
(a) MASTER ACCOUNT AND LOCKBOX. Agent shall maintain at Master
Account Bank the account identified as the "Master Account" in the Bank Agency
Agreement (herein called the "MASTER ACCOUNT") and Borrower shall maintain a
lockbox with Master Account Bank (herein called the "LOCKBOX"). Except as
provided in the Bank Agency Agreement, the Master Account and the Lockbox shall
be under the sole dominion and control of Agent, and Borrower shall not have any
right of withdrawal therefrom.
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(b) OPERATING ACCOUNTS. Borrower shall maintain an operating account
at Master Account Bank described in the Bank Agency Agreement (such accounts
being herein called the "OPERATING ACCOUNT").
(c) OTHER ACCOUNTS. Borrower shall not maintain any operating
account (other than the Operating Account), and agrees that it will not maintain
any bank, investment or other account of any kind whatsoever with any other
brokerage house or financial institution; PROVIDED, HOWEVER, that so long as no
Event of Default shall have occurred and be continuing, Borrower may maintain
the petty cash and payroll accounts listed on SCHEDULE 6.3 hereto at the
financial institutions indicated thereon, provided that the aggregate amount of
funds on deposit in each such (x) petty cash account shall not exceed $10,000,
and (y) payroll account shall not at any time exceed the sum of all accrued
payroll and payroll taxes then payable by Borrower on account of payroll
obligations payable from such account; and PROVIDED, FURTHER, that (i) Borrower
shall have irrevocably instructed the relevant financial institution, at the
request of Agent, to provide Agent with information concerning such accounts,
(ii) such financial institution shall have acknowledged such instructions in
writing for the benefit of Agent, and (iii) at any time when an Event of Default
or Unmatured Event of Default has occurred and is continuing Borrower shall, at
Agent's request, promptly cause each such financial institution to provide Agent
with daily reports of the balance in each such account.
SECTION 6.3 LIST OF ACCOUNTS AND ACCOUNT STATEMENTS. All accounts
of Borrower and all payroll and petty cash accounts of Borrower are described on
SCHEDULE 6.3. In the event Borrower opens any new accounts or closes any
account, Borrower shall deliver to Agent a revised version of SCHEDULE 6.3
showing any changes thereto within three (3) Business Days of any such change.
Borrower shall instruct all banks listed on SCHEDULE 6.3 to provide Agent with
copies of all statements issued by such banks with respect to the accounts
described on SCHEDULE 6.3.
SECTION 7 PROCEEDS OF COLLATERAL; APPLICATION OF FUNDS; DEEMED
LOANS.
SECTION 7.1 PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS;
LOCKBOX. Borrower shall direct all Account Debtors to pay all Accounts and
other proceeds of Collateral directly to the Lockbox for deposit into the Master
Account. In addition, Borrower shall take all such actions as Agent in good
faith deems necessary or appropriate to ensure that at all times on and after
the date hereof all proceeds of Collateral (including, without limitation, all
Cash Instruments) are sent directly to the Lockbox. If, notwithstanding the
actions provided for in the preceding sentences of this SECTION 7.1, Borrower
shall receive, or any financial institution shall receive for the account of
Borrower, any Cash Instruments, Borrower shall, or shall cause such financial
institution to, transmit in the form received, before the close of business on
the next succeeding Business Day, all such Cash Instruments (properly endorsed,
where required, so that all items delivered may be collected by Master Account
Bank) to Master Account Bank for deposit in the Master Account in accordance
with the terms of the Bank Agency Agreement. Borrower shall not, and Borrower
shall not permit or cause any such financial institution to, commingle any Cash
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Instrument so received except in the Master Account, and Borrower shall hold
separate and apart from all other Property, all such Cash Instruments in express
trust for the benefit of the Lenders until delivery thereof is made to Master
Account Bank. Pursuant to, and subject to the terms and conditions of the Bank
Agency Agreement, items deposited in the Lockbox shall be credited to the Master
Account. Borrower, and any of its Affiliates, employees, the Lenders or other
Persons acting for or in concert with Borrower, shall, acting as trustee for the
Lenders, receive, as the sole and exclusive property of the Lenders any monies,
checks, notes, drafts or any other payments relating to and/or proceeds of
Accounts or other Collateral which come into the possession or under the control
of Borrower or any Affiliates, employees, the Lenders or other Persons acting
for or in concert with Borrower, and immediately upon receipt thereof, Borrower
or such other Persons shall remit the same or cause the same to be deposited, in
kind, into a Master Account or, at the direction of Agent, shall remit the same,
or cause the same to be remitted, in kind, to Agent at Agent's address set forth
in SECTION 14.3.
SECTION 7.2 APPLICATION OF MASTER ACCOUNT FUNDS. At the opening of
business on each Business Day, Master Account Bank shall calculate the amount of
collected funds on deposit in the Master Account (herein the "MASTER ACCOUNT
COLLECTED BALANCES" for such day). Thereafter on such Business Day Master
Account Bank shall transfer from the Master Account to Agent the Master Account
Collected Balances in minimum amounts of $100,000 and in integral multiples of
$100,000 in excess thereof for such day.
SECTION 7.3 APPLICATION OF FUNDS AVAILABLE FOR LOAN REPAYMENTS.
Any amounts received by Agent from the Master Account pursuant to SECTION 7.2
shall be applied to the outstanding obligations of Borrower in the following
order of priority: FIRST, to principal of the Reimbursement Obligations and the
Revolving Loans then due and payable in such order as Agent shall determine
(PROVIDED, HOWEVER, that application on account of Liabilities constituting
Revolving Loans shall be made by Agent (i) first to all Prime Rate Revolving
Loans and (ii) only when no Prime Rate Revolving Loans are outstanding to LIBOR
Rate Revolving Loans); SECOND, to interest then due and payable on the
Reimbursement Obligations and the Revolving Loans in such order as Agent shall
determine; THIRD, to any fees hereunder then due and payable, in such order as
Agent may elect; and FOURTH, to the payment of any other Liabilities then due
and payable to Agent and the Lenders in such order as Agent may determine.
SECTION 7.4 APPLICATION UPON AN EVENT OF DEFAULT. If an Event of
Default shall have occurred and be continuing, and notwithstanding the foregoing
SECTIONS 7.2 and 7.3, at the request of Agent, and Master Account Bank from time
to time shall transfer all Master Account Collected Balances in the Master
Account to Agent for application to the Liabilities in such order as Agent, in
its sole discretion, shall elect. Master Account Bank shall be entitled to rely
on a written statement of Agent to the effect that an Event of Default has
occurred and is continuing.
SECTION 7.5 DEEMED LOANS. Notwithstanding any provision contained
herein to the contrary, and in addition to, and not in limitation of, any of the
other rights or remedies of Agent and the Lenders set forth herein, including,
without limitation, pursuant to SECTION 7.4, at the sole option of Agent, in
order to facilitate timely payment hereunder of all Liabilities in respect
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of (i) payments of interest due on any Loans, (ii) payments of cash, fees,
expenses and other Liabilities due and payable by Borrower to Agent and the
Lenders hereunder or under any of the Related Documents and (iii) payments by
Agent and the Lenders of any amount due and payable under the Bank Agency
Agreement or any other agreement entered into by any one or more of Agent and
the Lenders and Master Account Bank in connection with this Agreement
(including, without limitation, any amount resulting from the return, dishonor
or other non-payment of items deposited with Master Account Bank by or on behalf
of Borrower), then, whether or not there is Borrowing Availability under the
Revolving Commitment, Borrower shall be deemed automatically to have made a
request for, and upon such payment the Lenders shall be deemed to have made, a
Prime Rate Revolving Loan, in the full amount of such payment. Borrower
acknowledges that such Loan may cause Borrower to have exceeded the Borrowing
Availability, in which event Borrower shall be obligated to immediately make a
prepayment pursuant to SECTION 2.7(b).
SECTION 7.6 APPLICATION OF PROCEEDS. In the event Borrower shall
suffer any loss covered by insurance, Borrower shall immediately notify Agent in
writing, and Borrower hereby authorizes and directs each and every insurance
company concerned to make payments for such loss directly and solely to Agent
(who may, but need not, make proof of loss) and Agent is hereby authorized to
adjust, collect and compromise in its discretion all claims under all such
policies, and Borrower shall sign, upon demand by Agent, all receipts, vouchers
and releases required by such insurance companies; PROVIDED, HOWEVER, that other
than after the occurrence and during the continuance of an Event of Default,
Borrower may adjust, collect and compromise insurance claims upon notice to and
with Agent's consent (which shall be exercised reasonably and in good faith) so
long as Borrower is acting reasonably and diligently. In the event Borrower
shall be awarded any amount pursuant to any condemnation proceeding or the
taking or injury to any property for public use, Borrower shall immediately
notify Agent in writing and Borrower agrees that the proceeds of all such awards
shall be paid to Agent and authorizes Agent, on behalf and in the name of
Borrower to execute and deliver valid acquittances for and to appeal from any
such award. Borrower shall also immediately notify Agent of any actual or
threatened condemnation or eminent domain proceedings and shall give Agent at
any time any additional instruments requested by Agent for the purpose of
validly and sufficiently assigning all awards or appealing any such award.
Insurance proceeds and awards described in this SECTION 7.6 (collectively, "LOSS
PROCEEDS"), or any part thereof, received by Agent, after deducting therefrom
any expenses incurred, may be applied by Agent at its option (i) to the repair
or restoration of the property suffering any loss, condemnation or taking ("LOSS
PROPERTY"), (ii) to the payment of the Liabilities, whether or not due and in
whatever order Agent elects, or (iii) to any other purpose or objects for which
Agent or the Lenders are entitled to advance funds under this Agreement, all
without affecting the lien or security interest created by the Collateral
Documents, and any balance of such monies shall be paid to Borrower or the
Person lawfully entitled thereto. None of Agent and the Lenders shall be held
responsible for any failure to collect any insurance proceeds due under the
terms of any policy regardless of the cause of such failure unless due to the
gross negligence or wilful misconduct of Agent. Notwithstanding the foregoing,
Agent and the Lenders agree that any Loss Proceeds shall be applied as follows:
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(a) If no Unmatured Event of Default or Event of Default has occurred
and is continuing at the time of the insured loss, condemnation or taking and
the amount of such Loss Proceeds together with all other Loss Proceeds
previously or contemporaneously paid to Agent for the benefit of the Lenders
hereunder is less than $100,000 then such Loss Proceeds shall be paid into the
Master Account for application pursuant to this Agreement.
(b) If no Unmatured Event of Default or Event of Default has occurred
and is continuing at the time of the insured loss, condemnation or taking and
the amount of such Loss Proceeds, together with all other Loss Proceeds
previously or contemporaneously paid to Agent for the benefit of the Lenders
hereunder is $100,000 or greater, then Agent will permit the Loss Proceeds to be
utilized toward the restoration of the Loss Property, provided that (i) business
interruption loss insurance will be payable to Borrower during the period
necessary to restore the Loss Property, (ii) the proceeds of such business
interruption insurance together with other funds available to Borrower will be
sufficient to pay all of Borrower's obligations during such period, (iii) after
giving effect to such proposed restoration no Event of Default or Unmatured
Event of Default will be in existence and (iv) prior to such utilization of the
Loss Proceeds, Agent shall be provided with (A) a full and complete set of plans
and specifications for the restoration of the Loss Property, and (B) a current
appraisal indicating that the value of the Loss Property following the
restoration as contemplated by such plans and specifications will be of a value
at least equal to the greater of (I) the Loss Property prior to the loss or (II)
the then outstanding principal balance of the Liabilities, and (C) all other
items that may be reasonably requested by Agent in form and substance
satisfactory to Agent. The plans and specifications and the appraisal must be
in a form and content fully satisfactory to Agent. Agent shall disburse such
Loss Proceeds for the purpose of restoration of the Loss Property on a monthly
basis upon receipt of satisfactory draw requests and inspection reports of an
architect approved by Agent certifying as to the percentage of completion of the
restoration project. Agent shall retain a ten percent (10%) retainage of all
Loss Proceeds disbursed hereunder pending the issuance of a final certificate of
substantial completion issued by the inspecting architect certifying the
completion of the restoration of the Loss Property in accordance with the
approved plans and specifications. In the event of an Unmatured Event of
Default or Event of Default at any time following an insurance loss,
condemnation or taking, the Lenders may apply all Loss Proceeds then in Agent's
possession as a reduction against the Liabilities. No interest shall be payable
by any Lender or Agent on account of any Loss Proceeds at any time held by any
Lender or Agent.
SECTION 8 INCREASED COSTS AND OTHER SPECIAL PROVISIONS.
SECTION 8.1 INCREASED COSTS. If, after the date hereof, the
adoption of any applicable "law" (which expression, as used in this SECTION 8.1,
includes statutes, rules and regulations thereunder and interpretations thereof
by any competent court or by any governmental authority or other regulatory body
or official charged with the administration or the interpretation thereof and
requests, directives, instructions and notices at any time or from time to time
hereafter made upon or otherwise issued to any Lender by any central bank or
other fiscal, monetary or other authority (whether or not having the force of
law)) adopted, becoming effective, or any change in
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the interpretation or administration thereof, or compliance by any Lender with
any request or directive (whether or not having the force of law) of any such
authority or agency, shall subject any Lender to any tax, levy, impost, duty,
charge, fee, deduction or withholding of any nature (other than taxes imposed on
or measured by the overall net income of any Lender) or capital adequacy
requirement with respect to, or shall impose or increase or render applicable
any special deposit, assessment, insurance charge, reserve or liquidity or other
similar requirement (whether or not having the force of law) against assets held
by, or deposits in or for the account of, or loans made by any Lender, or shall
otherwise increase the effective cost of, the Loans, or any Lender's obligation
to make, issue or maintain the Loans, or shall change the basis of taxation of
payments to any Lender of the principal of or interest on the Loans or any other
amounts due under this Agreement in respect of the Loans, or any Lender's
obligation to make, issue or maintain the Loans (except for changes in the rate
of tax on the overall net income of any Lender), or shall impose on any Lender
any other condition or requirement affecting the Loans or any Lender's
obligation to make the Loans, and the result of any of the foregoing is to
increase the cost to such Lender of making, funding, issuing or maintaining the
Loans, to require such Lender to make any payment or to forego any interest or
other sum payable under this Agreement, or to reduce the amount of any rate of
return or any sum received or receivable by such Lender under this Agreement or
under the Notes with respect thereto, then upon written notice of such
occurrence to Borrower by such Lender (which notice shall contain a statement
setting forth a description of such occurrence) at any time and from time to
time and as often as the occasion therefor may arise, Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender for such
increased cost, payment, sum or such reduction.
SECTION 8.2 FUNDING LOSSES. Borrower hereby agrees that if any
Lender receives a notice (whether written or oral) of borrowing or repayment
pursuant to this Agreement and Borrower fails to borrow or repay strictly in
accordance therewith, then, upon demand by such Lender (which demand shall be
accompanied by a statement setting forth the basis for the calculations of the
amount being claimed) Borrower will indemnify such Lender against any net loss
or expense which such Lender may sustain or incur (including, without
limitation, any net loss or expense incurred by reason of the liquidation or
reemployment of funds acquired by such Lender to fund or maintain Loans), as
reasonably determined by such Lender, as a result of any failure of Borrower to
borrow or repay any Loan on a date specified therefor in a notice (whether
written or oral) of borrowing or repayment pursuant to this Agreement. For this
purpose, all notices to Agent and the Lenders pursuant to this Agreement shall
be deemed to be irrevocable.
SECTION 8.3 DISCRETION OF THE LENDERS AS TO MANNER OF FUNDING.
Notwithstanding any provision of this Agreement to the contrary, each Lender
shall be entitled to fund and maintain its funding of all or any part of the
Loans in any manner it sees fit.
SECTION 8.4 CONCLUSIVENESS OF STATEMENTS; SURVIVAL OF PROVISIONS.
In making the determinations contemplated by this SECTION 8, each Lender may
make such reasonable estimates, assumptions, allocations and the like that such
Lender in good faith determines to be appropriate; and, subject to the foregoing
clause, determinations and statements of the Lenders
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pursuant to this SECTION 8 shall be conclusive absent demonstrable error. The
provisions of this SECTION 8 shall survive termination of this Agreement.
SECTION 9 COLLATERAL AND ELIGIBILITY REQUIREMENTS.
SECTION 9.1 ELIGIBLE ACCOUNTS. "ELIGIBLE ACCOUNTS" shall mean all
Accounts of Borrower other than the following: (i) Accounts which remain unpaid
as of ninety (90) days after the date of the original invoice with respect
thereto; (ii) all Accounts owing by a single Account Debtor, including a
currently scheduled Account, if twenty-five percent (25%) or more of the balance
owing by such Account Debtor is ineligible by reason of the criterion set forth
in clause (i) of this SECTION 9.1; (iii) Accounts with respect to which the
Account Debtor is an Affiliate of Borrower or a director, officer or employee of
Borrower or its Affiliates; (iv) Accounts with respect to which the Account
Debtor is a Governmental Authority or prime contractor thereof unless Borrower
has complied in a manner satisfactory to Agent with the Federal Assignment of
Claims Act of 1940, as amended, or similar law or statute of the relevant state,
province, municipality or other jurisdiction and any amendments thereto,
relative to the assignment of such Accounts; (v) Accounts with respect to which
the Account Debtor is not a resident of the United States or Canada (other than
the provinces of Prince Edward Island, Newfoundland and Nova Scotia and the
Northwest Territories) unless such Account is payable in United States Dollars
and the Account Debtor has supplied Borrower with an irrevocable letter of
credit, issued by a financial institution satisfactory to the Required Lenders,
in an amount sufficient to cover such Account and in form and substance
satisfactory to the Required Lenders and without right of setoff; (vi) Accounts
arising with respect to goods which have not been shipped and delivered to and
accepted as satisfactory by the Account Debtor or arising with respect to
services which have not been fully performed and accepted as satisfactory by the
Account Debtor; (vii) Accounts for which the prospect of payment in full or
performance in a timely manner by the Account Debtor is or is likely to become
impaired as determined by Agent in the exercise of its discretion; (viii)
Accounts which are not invoiced (and dated as of the date of such invoice) and
sent to the Account Debtor within five (5) Business Days after delivery of the
underlying goods to or performance of the underlying services for the Account
Debtor; (ix) Accounts with respect to which Agent, on behalf of the Lenders,
does not have a first and valid fully perfected Lien free and clear of any other
Lien; (x) Accounts with respect to which the Account Debtor is the subject of
bankruptcy or a similar insolvency proceeding or has made an assignment for the
benefit of creditors or whose assets have been conveyed to a receiver or
trustee; (xi) Accounts with respect to which the Account Debtor's obligation to
pay the Account is conditional upon the Account Debtor's approval or is
otherwise subject to any repurchase obligation or return right, as with sales
made on a guaranteed sale, bill-and-hold, sale-or-return, demonstration, sale on
approval or other terms by reason of which the payment by the Account Debtor is
or may be conditional (except with respect to Accounts in connection with which
Account Debtors are entitled to return Inventory solely on the basis of the
quality of such Inventory or in accordance with established industry practice
for returns of such Inventory) or consignment basis; (xii) Accounts to the
extent that the Account Debtor's indebtedness to Borrower exceeds a credit limit
determined by Agent in its reasonable discretion following prior written notice
of such credit limit from Agent to Borrower; (xiii) Accounts with respect to
which any disclosure is required in accordance with
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SECTION 9.2; (xiv) contra Accounts to the extent of the amount of the accounts
payable owed by Borrower to the Account Debtor; (xv) Accounts with respect to
which the Account Debtor is located in any state denying creditors access to its
courts in the absence of a Notice of Business Activities Report or other similar
filing unless Borrower has either qualified as a foreign corporation authorized
to transact business in such state or has filed a Notice of Business Activities
Report or similar filing with the applicable Governmental Authority in such
state for the then current year; (xvi) Accounts evidenced by Chattel Paper or
any Instrument of any kind, to the extent possession of such Chattel Paper or
Instrument is not granted to Agent, for the benefit of the Lenders; and (xvii)
Accounts which Agent reasonably determines to be unacceptable. In the event
that an Eligible Account previously scheduled in a Borrowing Base Certificate
ceases to be an Eligible Account, Borrower shall notify Agent thereof
immediately.
SECTION 9.2 ACCOUNT WARRANTIES. With respect to Accounts scheduled,
listed or referred to on the initial Accounts Trial Balance included in the
initial Monthly Report or on any subsequent Accounts Trial Balance or Borrowing
Base Certificate, Borrower represents and warrants to Agent and the Lenders
that, except as disclosed in the applicable Accounts Trial Balance or Borrowing
Base Certificate: (i) the Accounts represent bona fide sales of Inventory or the
provision of services to customers in the ordinary course of business completed
in accordance with the terms and provisions contained in the documents available
to Agent and each Lender with respect thereto and are not evidenced by a
judgment or by an Instrument or Chattel Paper; (ii) the amounts shown on the
applicable Accounts Trial Balance and on Borrower's books and records and all
invoices and statements which may be delivered to Agent or any Lender with
respect thereto are actually and absolutely owing to Borrower and are not in any
way contingent; (iii) no payments have been or shall be made thereon except
payments immediately delivered to a Lockbox pursuant to this Agreement;
(iv) there are no setoffs, claims or disputes existing or asserted with respect
thereto and Borrower has not made any agreement with any Account Debtor for any
deduction therefrom except a discount or allowance allowed by Borrower in the
ordinary course of its business for prompt payment and which discount and
allowance is reflected in the calculation of the face amount of each invoice
related to such Account; (v) to the best of Borrower's knowledge, there are no
facts, events or occurrences which in any way impair the validity or enforcement
thereof or tend to reduce the amount payable thereunder as shown on the
respective Accounts Trial Balances or Borrowing Base Certificates, Borrower's
books and records and all invoices and statements delivered to Agent or any
Lender with respect thereto; (vi) to the best of Borrower's knowledge, all
Account Debtors have the capacity to contract and are Solvent; (vii) Borrower
has received no notice of proceedings or actions which are threatened or pending
or have been taken against any Account Debtor which might result in any material
adverse change in such Account Debtor's financial condition; (viii) Borrower has
no knowledge that any Account Debtor is unable generally to pay its debts as
they become due; (ix) the Accounts do not arise from the sale of Inventory
produced in violation of the Fair Labor Standards Act so as to be subject to the
so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1);
(x) the services furnished and/or Inventory sold giving rise to the Account are
not, and will not be at the time of sale thereof, subject to any Lien except
that of Agent; (xi) the Accounts have not been pledged or sold to any Person or
otherwise encumbered and Borrower is the owner of the Accounts free and clear of
any Lien except that of Agent; and (xii) with respect to Accounts for which the
Account Debtor is located in any state denying creditors access to its courts in
the
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absence of a Notice of Business Activities Report or other similar filing,
Borrower has either qualified as a foreign corporation authorized to transact
business in such state or has filed all required Notice of Business Activities
Reports or comparable filings with the applicable Governmental Authority.
SECTION 9.3 VERIFICATION OF ACCOUNTS. Agent shall have the right,
at any time or times hereafter, in the name of Borrower, or during the pendency
of an Event of Default, in Agent's name, to verify with Account Debtors the
validity, amount or any other matter relating to any Account, by mail,
telephone, or in person.
SECTION 9.4 ELIGIBLE INVENTORY. "ELIGIBLE INVENTORY" shall consist
of all of the Inventory of Borrower except the following: (i) Inventory which is
damaged, obsolete, not in good condition, or not either currently usable or
currently saleable in the ordinary course of Borrower's business as determined
by Agent; (ii) Inventory which Agent reasonably determines, or which in
accordance with Borrower's customary business practices, is unacceptable due to
age, type, category and/or quantity, including any Inventory which is in excess
of a two (2) year's supply or is otherwise slow-moving; (iii) Inventory with
respect to which Agent does not have a first and valid, fully perfected Lien;
(iv) Inventory consisting of raw materials, work-in-process, packaging or
supplies; (v) Inventory in the possession of Borrower but not owned by Borrower;
(vi) Inventory produced in violation of the Fair Labor Standards Act and subject
to the so-called "hot goods" provision contained in Title 29 U.S.C. Section
215(a)(1); (vii) Inventory with respect to which any disclosure is required in
the applicable Monthly Report or Borrowing Base Certificate in accordance with
SECTION 11.1(p); (viii) Inventory which is on consignment or is located at a
place other than the places of business and collateral locations of Borrower
listed on SCHEDULE 11.29; PROVIDED that, subject to SECTION 11.24, in the case
of leased or bailment locations listed on SCHEDULE 11.29, no Inventory located
at any such location shall be "Eligible Inventory" until the applicable landlord
or bailee has executed a lien waiver in form and substance satisfactory to
Agent) including Inventory in transit; (ix) Inventory consisting of finished
goods which do not meet the specifications of the purchase order for which such
Inventory was produced; and (x) Inventory which fails to meet the standards
imposed by any governmental agency, or department or division thereof, having
regulatory authority over such goods, its use and/or sale. In the event that
Inventory previously scheduled in a Monthly Report or Borrowing Base Certificate
ceases to be Eligible Inventory, Borrower shall notify Agent thereof
immediately.
SECTION 9.5 INVENTORY WARRANTIES. With respect to Inventory
scheduled, listed or referred to in any Monthly Report or Borrowing Base
Certificate, Borrower represents and warrants that, except as disclosed in such
Monthly Reports or Borrowing Base Certificate (i) such Inventory is located at
one of the Facilities or locations set forth on SCHEDULE 11.29, (ii) Borrower
has good, indefeasible and merchantable title to such Inventory and such
Inventory is not subject to any Lien or document whatsoever except for the
prior, first perfected Lien granted to Lender hereunder, (iii) such Inventory is
of good and merchantable quality, free from any defects and is not goods
returned to Borrower by or repossessed from an Account Debtor or goods taken in
trade, (iv) such Inventory is not subject to any licensing, patent, royalty,
trademark, trade name or copyright agreements with any third parties which
materially restricts the ability of Borrower or, in
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the case of the exercise of its remedies, Agent to sell the Inventory, (v) the
completion of manufacture, sale or other disposition of such Inventory by Agent
following an Event of Default shall not require the consent of any Person and
shall not constitute a breach or default under any contract or agreement to
which Borrower is a party or to which the Inventory is subject, and (vi) no
Inventory has been produced in violation of the Fair Labor Standards Act so as
to be subject to the so-called "hot goods" provision contained in Title 29
U.S.C., Section 215(a)(1).
SECTION 9.6 SECURITY INTEREST. All of Borrower's Liabilities
constitute one (1) loan secured by Agent's Liens on the Collateral now or from
time to time hereafter granted by Borrower to Agent. To secure timely payment
and performance in full of the Liabilities, Borrower shall grant to Agent, for
the benefit of the Lenders, a right of setoff against and a continuing Lien upon
all of Borrower's right, title and interest in and to the Collateral, whether
now owned or hereafter acquired by Borrower and wheresoever located.
SECTION 9.7 CONSIGNED INVENTORY. With respect to consigned
Inventory, Borrower shall perfect its interest in such Inventory by filing and
delivering notice to the creditors of record of the consignee, all as provided
in Section 9-114 of the Code, and in form and substance satisfactory to Agent,
and Borrower shall execute and deliver all financing statements, security
agreements, amendments thereto, or other documents (and pay the cost of filing
or recording the same in all public offices deemed necessary by Agent), as Agent
may request, in a form satisfactory to Agent, to perfect and maintain the Liens
on such Collateral granted by Borrower to Agent hereunder.
SECTION 9.8 COLLATERAL DOCUMENTS. Concurrently with or prior to
the making of the initial Loan, Borrower shall execute and deliver, and, as
applicable, shall cause each Subsidiary to execute and deliver, to Agent the
following: (a) a security agreement in the form of EXHIBIT 9.8.1 (as the same
may be amended, modified or supplemented from time to time, collectively, the
"SECURITY AGREEMENTS" and individually, the "SECURITY AGREEMENT"); and (b) a
Stock Pledge Agreement in the form of EXHIBIT 9.8.2 (as the same may be amended,
modified or supplemented from time to time the, "STOCK PLEDGE AGREEMENT"). At
any time after the date hereof that a Subsidiary shall be formed or acquired by
Borrower, Borrower shall cause such Subsidiary to execute and deliver to Agent a
security agreement and a guaranty in form and substance satisfactory to Agent
with such changes therein as Agent may reasonably require, together with such
other documents, instruments and things as Agent may reasonably require in
connection therewith.
SECTION 9.9 SUBSEQUENTLY ACQUIRED PROPERTY. As further security
for the payment, performance and observance of the Liabilities, Borrower shall
so long as any of the Liabilities shall remain outstanding or any Lender shall
continue to have any Commitment: (a) acquire and maintain its property in a
manner which will enable Borrower to allow such property to become subject to
the Liens of the Collateral Documents; (b) obtain and maintain the consent or
approval of any Person whose consent or approval is required to the granting of
a Lien on any such property to or for the benefit of Agent; (c) execute and
deliver from time to time within ten (10) days after its purchase or acquisition
of any real property or leasehold interest in real property or of property
subject to a titling statute or of any other personal property, asset or other
right,
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amendments and supplements to the Collateral Documents in form and substance,
and together with other documents, satisfactory to Agent, and in such number of
counterparts as Agent may require, by which it shall (and only in the event that
such action shall be required in order to) pledge, mortgage and grant a
perfected Lien on such property, asset or right to Agent; (d) execute and
deliver to Agent , in form and substance satisfactory to Agent and in such
number of counterparts as Agent may require, (i) an assignment of Borrower's
rights under any contract to construct any property with a fair market value in
excess of $100,000 promptly upon entering into such contract, and (ii) such
other agreements and instruments (including, without limitation, acknowledgments
by other contract parties) as may be necessary to grant a Lien on and security
interest in Borrower's rights and interests under each such contract and each
such property, whether under construction or otherwise, to Agent; and (e)
execute and deliver to Agent, in form and substance satisfactory to Agent and in
such number of counterparts as Agent may require, assignments of Borrower's
rights under each lease to which Borrower is a party as landlord or sublandlord,
promptly upon entering into such lease.
SECTION 9.10 CHANGE OF LOCATION OR NAME. So long as any of the
Liabilities shall remain outstanding or any Lender shall continue to have any
Commitment, Borrower shall not change (a) the location of its principal place of
business, chief executive office, major executive office, chief place of
business or its records concerning its business and financial affairs, or (b)
its name or the name under or by which it conducts its business, in each case
without first giving Agent and the Lenders at least 30 days' advance written
notice thereof and having taken any and all action required or desirable by
Agent to maintain and preserve the first perfected Lien and security interest in
favor of Agent on all property thereof free and clear of any Lien whatsoever
except for Permitted Liens; PROVIDED, HOWEVER, that notwithstanding the
foregoing, Borrower shall not change the location of its principal place of
business, chief executive office, major executive office, chief place of
business or its records concerning its business and financial affairs to any
place outside the contiguous continental United States of America.
SECTION 9.11 DELIVERIES; FURTHER ASSURANCES. Borrower agrees that
it will, at its sole expense, (i) without any request by the Lenders,
immediately deliver or cause to be delivered to Agent, in due form for transfer
(I.E., endorsed in blank or accompanied by duly executed undated blank stock or
bond powers), all securities, chattel paper, instruments and documents, if any,
at any time representing all or any of the Collateral, (ii) upon request of
Agent, furnish or cause to be furnished to Agent such surveys, mortgagee title
commitments or policies, appraisals, opinions of counsel and other documents as
Agent may specify, (iii) without request by Agent, cause Agent's Lien hereunder
and under the Collateral Documents to be at all times duly noted on any
certificate of title issuable with respect to any of the Collateral and
forthwith deliver or cause to be delivered to Agent each such certificate of
title, and (iv) execute and deliver, or cause to be executed and delivered, to
Agent in due form for filing or recording (and pay the cost of filing or
recording the same in all public offices deemed necessary or advisable by Agent)
such assignments (including, without limitation, assignments of life insurance),
security agreements, mortgages, deeds of trust, pledge agreements, consents,
waivers, financing statements, stock or bond powers, and other documents, and do
such other acts and things, all as may from time to time be necessary or
desirable to establish and maintain to the satisfaction of Agent a valid first
perfected Lien on and security
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interest in all assets of Borrower now or hereafter existing or acquired (free
of all other Liens whatsoever other than Permitted Liens) to secure payment and
performance of the Liabilities.
SECTION 10 REPRESENTATIONS AND WARRANTIES.
To induce the Lenders to enter into this Agreement and to make Loans
hereunder, Borrower represents and warrants to the Lenders that:
SECTION 10.1 DUE ORGANIZATION, AUTHORIZATION, ETC. Borrower and
each Subsidiary is a corporation duly existing and in good standing under the
laws of the jurisdiction of its formation and is duly qualified and, except for
Borrower in the State of Illinois, is in good standing in each jurisdiction
where, because of the nature of its activities or properties, such qualification
is required or where the failure so to qualify could have a Material Adverse
Effect (which jurisdictions shall include, without limitation, those
jurisdictions listed on SCHEDULE 10.1). With respect to the State of Illinois,
Borrower has, or will have within thirty (30) days after the Closing Date, filed
all of the documents, paid all taxes and fees and taken all other actions
necessary to be in good standing in Illinois. Upon submission of all necessary
documents and payment of all applicable fees, Borrower is not aware of any
reason why the State of Illinois would not issue a good standing certificate to
Borrower. The execution, delivery and performance by Borrower and each
Subsidiary of this Agreement and the Related Documents to which it is a party,
and the consummation of the Related Transactions, are within its corporate
powers, have been duly authorized by all necessary corporate action (including,
without limitation, director and shareholder approval, if required), have
received all necessary governmental and other consents and approvals and made
all necessary filings with and given all necessary notices to any governmental
authority (if any shall be required), and do not and will not contravene or
conflict with, or create a Lien or right of termination or acceleration under,
any Requirement of Law or Contractual Obligation binding upon it. This
Agreement and each of the Related Documents to which Borrower and each Guarantor
and Subsidiary is a party are (or when executed and delivered will be) the
legal, valid, and binding obligations of Borrower and each Guarantor and
Subsidiary enforceable against such Persons in accordance with their respective
terms, except as limited by applicable bankruptcy, reorganization, insolvency or
similar laws affecting the enforcement of creditors' rights generally and except
as limited by general principles of equity.
SECTION 10.2 CERTAIN AGREEMENTS. Borrower has furnished to the
Lenders true, correct and complete copies of each of the Related Documents
(including all schedules and written disclosures in connection therewith). All
warranties of Borrower and, to Borrower's knowledge, all warranties of the
Subsidiaries and all other parties thereto (other than Agent, the Lenders and
Master Account Bank) set forth in the Related Documents are true and correct in
all material respects without any waiver or modification thereof and no default
of Borrower and to its knowledge, no default of any Subsidiary or any other
party, exists thereunder.
SECTION 10.3 FINANCIAL INFORMATION; FINANCIAL CONDITION. All
balance sheets and all statements of operations, of shareholders' equity and of
changes in financial position,
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and other financial data (other than projections) which have been or shall
hereafter be furnished to the Lenders by or on behalf of Borrower for the
purposes of or in connection with this Agreement, the Related Documents or the
Related Transactions (including the financial information referred to below,
except for the projections referred to in CLAUSES (c) and (d) below) have been
and will be prepared in accordance with GAAP consistently applied throughout the
periods involved and do and will present fairly the financial condition of the
entities involved as of the dates thereof and the results of their operations
for the periods covered thereby. All projections (including, without
limitation, the projections described in CLAUSES (c) and (d) below) which have
been or shall be furnished to the Lenders for purposes of or in connection with
this Agreement, the Related Documents or the Related Transactions have
represented and will, when delivered to the Lenders, represent management's best
estimates of future performance, based upon historical financial information and
reasonable assumptions of management. Such financial data includes, without
limitation, the following financial statements and reports which have been
furnished to Agent or the Lenders on or prior to the date hereof:
(a) the audited balance sheet of Borrower and its Subsidiaries on a
consolidated basis as of December 31, 1997, and the related audited statements
of earnings, shareholders' equity, cash flow and changes in financial position
for the year ending on such date (the "FINANCIALS");
(b) the balance sheet of Borrower and its Subsidiaries on a
consolidated basis as of May 31, 1998 and the related statements of income and
cash flow of the Borrower for the five month period ending on such date;
(c) the pro forma balance sheet of Borrower and its Subsidiaries on a
consolidated basis as of the Closing Date after giving effect to all Related
Transactions (the "PRO FORMA");
(d) the projected balance sheets and projected statements of earnings
and cash flow for Borrower and its Subsidiaries on a consolidated basis for each
Fiscal Quarter from June, 1998 to December, 1999, and for each Fiscal Year
through the Fiscal Year ending December 31, 2003 after giving effect to all
Related Transactions.
There has been no Material Adverse Effect since December 31, 1997, other
than as a result of the Related Transactions, from that reflected in the
financial information as to Borrower referred to in CLAUSE (a) through (c).
SECTION 10.4 LITIGATION AND CONTINGENT OBLIGATIONS. Except as set
forth in SCHEDULE 10.4 hereto (including estimates of the dollar amounts
involved) and except for claims as to which the insurer has admitted coverage in
writing and which are fully covered by insurance, no claims, litigation
(including, without limitation, derivative actions and litigation with respect
to any Employee Benefit Plan), arbitration, governmental investigation or
proceeding or inquiry is pending or, to the best of Borrower's knowledge,
threatened against Borrower or any Subsidiary, any member of the Controlled
Group or any Employee Benefit Plan fiduciaries (i) which could, if adversely
determined, have a Material Adverse Effect, or (ii) which relates to any of the
Related
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Transactions. Other than any liability incident to such claims, litigation or
proceedings, neither Borrower nor any Subsidiary has any material Contingent
Obligations not provided for or referred to in the Financials or in SCHEDULE
10.4 hereto. Except as provided on SCHEDULE 10.4, the matters described on
SCHEDULE 10.4, if adversely determined, would not have a Material Adverse
Effect.
SECTION 10.5 LIENS. None of the assets of Borrower or any
Subsidiary will be subject to any Lien, except for Permitted Liens which are
junior to the Lien of the Collateral Documents. Except as described in SCHEDULE
10.5, Agent will obtain, as security for the Liabilities, a first priority
perfected Lien on all other property described in the Collateral Documents as
being pledged, assigned or granted thereby. The descriptions of other property
described in the Collateral Documents correctly describe all Property used in
the business or operations of Borrower or any Subsidiary in a manner sufficient
to create an enforceable Lien on or security interest in such Property.
SECTION 10.6 CONTRACTS; ABSENCE OF DEFAULT. Neither Borrower nor
any Subsidiary is in material default under any Contract or other contracts (a)
to which it is a party or by which it is bound, and (b)(i) pursuant to which
Borrower or any Subsidiary provides goods or services to one or more customers
which contributed more than two percent (2%) of gross revenue during the prior
Fiscal Year of Borrower or such Subsidiary, as the case may be, or which is
reasonably expected to contribute more than two percent (2%) of gross revenue
during the current or any future Fiscal Year of Borrower or such Subsidiary
(each, a "MATERIAL CONTRACT"), (ii) pursuant to which Borrower incurs or is
committed to incur Lease Obligations in excess of $500,000 during any Fiscal
Year, (iii) which cannot be replaced without material expense, delay or
interruption of business (including, without limitation, any Material
Intellectual Property Right), or (iv) where such default could have a Material
Adverse Effect. A list of all Material Contracts existing on the date hereof is
attached hereto as SCHEDULE 10.6. Neither Borrower nor any Subsidiary has
received notice that any Material Contract will be terminated or not extended or
renewed.
SECTION 10.7 EMPLOYEE BENEFIT PLANS. (a) Neither Borrower nor any
member of its Controlled Group have incurred any liability with respect to any
Pension Plan other than to pay premiums to the PBGC and make required
contributions to such Pension Plans (provided that any such contributions and
premiums which are due have been paid).
(b) With respect to any Employee Benefit Plan, full and timely
payment has been made of all amounts required under Section 412 of the IRC,
Section 302 of ERISA or under the terms of each such Plan, no event or
condition has occurred which has or could result in the imposition of a lien or
an accumulated funding deficiency (whether or not waived) under Section 412 of
the IRC or Section 302 of ERISA, Borrower and each current or past member of its
Controlled Group have fulfilled their obligations, if any, under the minimum
funding standards of ERISA and the IRC, and no security has been posted or is
required to be posted under Section 401(a)(29) of the IRC or Section 307 of
ERISA.
(c) No steps have been taken to terminate, or withdraw from, any
Pension Plan or any Multiemployer Plan.
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(d) No Reportable Event has occurred.
(e) Neither Borrower nor any member of its Controlled Group has any
contingent liability with respect to any post-retirement benefits under a
Welfare Plan (other than liability for health care continuation coverage in
compliance with the requirements of Part 6 of Subtitle B of Title I of ERISA or
Section 4980B of the IRC).
(f) All Employee Benefit Plans (i) comply in form with any
requirements of ERISA and have been operated and administered in compliance with
their terms and in a manner so as not to result in any liability to Borrower or
any current or past member of its Controlled Group for failure to comply with
ERISA and all of the applicable statutes and regulations issued thereunder, and
(ii) if intended to qualify under the IRC, are in a form and have been
administered in a manner so as not to result in any liability to Borrower or any
current or past member of its Controlled Group for failure to comply with the
applicable provisions thereof and are subject to an Internal Revenue Service
determination with respect to such qualification. Except for future funding
obligations, no conditions exist or events or transactions have occurred with
respect to any Employee Benefit Plan which could result in the incurrence by
Borrower or any current or past member of the Controlled Group of any liability,
except to the extent the same (x) have been funded or adequately reserved on the
balance sheet of Borrower, or (y) will not result in the incurrence of any
liability by Borrower or any current or past member of its Controlled Group in
excess of $50,000 in the aggregate.
(g) Neither Borrower nor any Subsidiary is an Employee Benefit Plan.
Neither Borrower's nor any Subsidiary's assets constitute assets of an Employee
Benefit Plan. The execution, performance and delivery of this Agreement and the
Related Documents and the consummation of the Related Transactions will not
involve any prohibited transaction, as defined in Section 406 of ERISA or
Section 4975 of the IRC, for which an exemption is unavailable.
SECTION 10.8 INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT. Neither Borrower nor any Subsidiary is an "investment company" or a
company "controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended, or a "holding company," or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company," within the meaning of the Public Utility Holding Company Act of 1935,
as amended.
SECTION 10.9 REGULATIONS U AND X. Neither Borrower nor any
Subsidiary is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U or X of the Board of Governors of the
Federal Reserve System). None of Borrower or any Affiliate of Borrower or any
Person acting on behalf of Borrower or any of its Affiliates has taken or will
take action to cause the execution, delivery or performance of this Agreement or
the Notes, or the other Related Documents, the making or existence of the Loans
or the use of proceeds of the Loans to violate Regulation U or X of the Board of
Governors of the Federal Reserve System.
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SECTION 10.10 PROCEEDS. The proceeds of the Revolving Loans will be
used for working capital purposes, except that proceeds of the initial Revolving
Loan shall be used to refinance existing indebtedness of Borrower.
SECTION 10.11 CONFIRMATION OF WARRANTIES. All representations and
warranties of Borrower and, to Borrower's knowledge, each Subsidiary and each
other party to the Related Documents set forth in the Related Documents are true
and correct in all material respects as if made as of the Closing Date.
SECTION 10.12 INSURANCE. SCHEDULE 10.12 hereto sets forth a true and
correct summary of all insurance carried by Borrower. Borrower is adequately
insured for its benefit under policies issued by insurers of recognized
responsibility. No notice of any pending or threatened cancellation has been
received by Borrower with respect to any of such insurance policies. Borrower
is in compliance with all conditions contained in such insurance policies.
SECTION 10.13 MATERIAL DISRUPTIONS. Neither the business nor the
properties of Borrower or any Subsidiary is affected, or anticipated to be
affected, by any existing event of Force Majeure or other existing casualty
which could have a Material Adverse Effect.
SECTION 10.14 PATENTS, TRADEMARKS, ETC. Borrower and each Subsidiary
owns and possesses, or is licensed under valid and enforceable license
agreements, or is otherwise entitled to use without payment, all such patents,
patent rights, trademarks, trademark rights, trade names, trade name rights,
service marks, service mark rights, trade secrets, mask works and copyrights as
are necessary for the conduct of its business as now conducted or presently
proposed to be conducted without any infringement upon rights of others which
could have a Material Adverse Effect. Except as set forth in SCHEDULE 10.14,
there is no individual patent, patent right, trademark, trademark right, trade
name, trade name right, service mark, service mark right, trade secret, mask
work or copyright the loss of which could have a Material Adverse Effect (any
such item, whether or not set forth on SCHEDULE 10.14, being herein called a
"MATERIAL INTELLECTUAL PROPERTY RIGHT"). SCHEDULE 10.14 contains a complete
list of all patent rights, trademark rights, trade name rights, service mark
rights, trade secrets, mask works and copyrights owned by Borrower and its
Subsidiaries and all license agreements relating to Borrower and its
Subsidiaries' use of such Intellectual Property.
SECTION 10.15 OWNERSHIP OF PROPERTIES; PROPERTY SCHEDULE. SCHEDULE
10.15 contains descriptions of all real and personal property (other than
Intellectual Property) (i) in which Borrower and each Subsidiary has an interest
as of the date hereof, (ii) with respect to which the Collateral Documents will
not create a valid and perfected first lien and security interest, and (iii)
which cannot be replaced without material expense, delay or interruption of
business. Borrower has good, indefeasible and merchantable title to and
ownership of, or a valid leasehold interest in, each parcel of Real Estate
described in SCHEDULE 10.15, free and clear of all Liens, except Liens in favor
of Agent and the Permitted Liens. No parcel of its Real Estate is subject to
any boundary or encroachment dispute, special assessment, condemnation or
eminent domain proceeding, restrictive covenant, zoning or building code
violation or any other dispute, assessment, claim or violation of
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law which might restrict or interfere with Borrower's or such Subsidiary's use
of such parcel of Real Estate in the ordinary course of Borrower's or such
Subsidiary's business or which might have a Material Adverse Effect.
SECTION 10.16 BUSINESS LOCATIONS; TRADE NAMES. SCHEDULE 10.16 lists
each of the locations where Borrower and each Subsidiary maintains an office, a
place of business or any records or has maintained an office, a place of
business or any records at any time during the during the five year period prior
to the Closing Date and, except as described on SCHEDULE 10.16, none of such
locations have changed within the six (6) month period prior to the Closing
Date; and SCHEDULE 10.16 also lists each name under or by which Borrower and
each Subsidiary conducts its business or has conducted business at any time
during the five year period prior to the Closing Date and a complete and
accurate address and legal description of each parcel of real estate owned or
leased by Borrower and each Subsidiary and the principal place of business and
chief executive office of Borrower and each Subsidiary. The business conducted
by Borrower will not be conducted under any corporate, trade or fictitious name
other than those names disclosed on SCHEDULE 10.16. The books and records of
Borrower and each Subsidiary and all Chattel Paper, Instruments and all records
of account of Borrower and each Subsidiary are located and hereafter shall
continue to be located at the principal place of business and chief executive
office of the such Person.
SECTION 10.17 ACCURACY OF INFORMATION. All factual information
heretofore or contemporaneously herewith furnished by or on behalf of Borrower
and each Subsidiary to any one or more of Agent and the Lenders for purposes of
or in connection with this Agreement or any transaction contemplated hereby is,
and all other such factual information hereafter furnished by or on behalf of
Borrower and each Subsidiary to any one or more of Agent and the Lenders will
be, true and accurate in every material respect on the date as of which such
information is dated or certified and not incomplete by omitting to state any
material fact necessary to make such information not misleading.
SECTION 10.18 SUBSIDIARIES. Except as set forth on SCHEDULE 10.18,
Borrower has no Subsidiaries. SECTION 10.18 contains an accurate list of all
Subsidiaries of Borrower, setting forth their respective jurisdictions of
incorporation, the percentages of their capital stock owned by Borrower or other
Subsidiaries and a description of each class of its authorized capital stock and
the number of shares of each class issued and outstanding. Each Subsidiary is
duly organized and existing under the laws of the jurisdiction of its
organization, and duly licensed or qualified to do business in each state or
other jurisdiction where the nature of the assets owned or leased by it or
business conducted by it requires such licensing or qualification and in which
the failure to be so licensed or qualified would have a Material Adverse Effect
and has all necessary corporate power to carry on its present business. All of
the outstanding shares of capital stock of or other equity interest in each
Subsidiary are validly issued and outstanding and fully paid and nonassessable,
and all shares or other equity interests in each Subsidiary set forth on
SCHEDULE 10.18 are owned, beneficially and of record, by Borrower free and clear
of all Liens other than the Lien of the Agent. There are no outstanding
commitments or other obligations of any Subsidiary to issue, and no options,
warrants or other rights of any Person to acquire, any shares of any class of
capital stock of or other equity interest in any Subsidiary.
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SECTION 10.19 HAZARDOUS MATERIALS. Except as disclosed in SCHEDULE
10.19 hereto, (a) neither Borrower nor any Subsidiary nor, to Borrower's
knowledge, any other Person has ever caused or permitted any Hazardous Material
to be released, treated, stored or disposed of in a manner which could form the
basis for any claim, demand, proceeding or action by any Person, past, present
or future on, under or at any real property legally or beneficially owned (or
any interest or estate in real property which is owned) or operated by Borrower
or any Subsidiary (including, without limitation, any property owned by a land
trust the beneficial interest in which is owned in whole or in part by Borrower
or any Subsidiary), (b) no such real property has ever been used (by Borrower,
any Subsidiary or any other Person) as (i) a disposal site for any Hazardous
Material or (ii) a permanent storage site for any Hazardous Material, and (c)
neither Borrower nor any Subsidiary nor any of their respective predecessors or
its Affiliates, has ever caused or permitted any Hazardous Material to be
transported, released, treated, stored or disposed of at any location other than
those identified in SCHEDULE 10.19 in a manner which could form the basis for
any claim, demand, proceeding or action by any Person. The matters described on
SCHEDULE 10.19, if adversely determined, could not have a Material Adverse
Effect.
SECTION 10.20 AGENT'S FEES. Except as set forth in SCHEDULE 10.20,
no agent, broker, investment banker, Person, or firm acting on behalf of
Borrower or Affiliates of Borrower, or under the authority of any such Person,
is or will be entitled to any broker's or finder's fee or any other commission
or similar fee, directly or indirectly, from any of the parties hereto in
connection with any of the transactions contemplated herein.
SECTION 10.21 TAXES. Borrower and each Subsidiary has filed all tax
returns that are required to be filed by it or on behalf of any Employee Benefit
Plan, and has paid or provided adequate reserves for the payment of all taxes,
including, without limitation, all payroll taxes and federal and state
withholding taxes, and all assessments payable by it that have become due, other
than those that are not yet delinquent or that are disclosed on SCHEDULE 10.21
and are being contested in good faith by appropriate proceedings and with
respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP. There is no ongoing audit or, to
Borrower's knowledge, other governmental investigation of the tax liability of
Borrower or any Subsidiary or any Employee Benefit Plan and there is no
unresolved claim by a taxing authority concerning Borrower's or any Subsidiary's
tax liability (or by any governmental authority with respect to any Employee
Benefit Plan), for any period for which returns have been filed or were due. As
used in this SECTION 10.21, the term "TAXES" includes all taxes of any nature
whatsoever and however denominated, including, without limitation, excise,
import, governmental fees, duties and all other charges, as well as additions to
tax, penalties and interest thereon, imposed by any government or
instrumentality, whether federal, state, local, foreign or other.
SECTION 10.22 SECURITIES LAWS. None of Borrower or its Affiliates,
nor anyone acting on behalf of any such Person, has directly or indirectly
offered any interest in the Notes or any other Liability for sale to, or
solicited any offer to acquire any such interest from, or has sold any such
interest to any Person that would subject the issuance or sale of the Notes or
any other Liability to registration under the Securities Act of 1933, as
amended.
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SECTION 10.23 GOVERNMENTAL AUTHORIZATIONS. Borrower and each
Subsidiary have all licenses, franchises, permits and other governmental
authorizations necessary for all businesses carried on by it (including owning
and leasing the real and personal property owned and leased by it), except where
failure to obtain such licenses, franchises, permits and other governmental
authorizations (a) is not related to any use, manufacture, generation, storage,
transport, release or disposal by any such Person of any Hazardous Material, and
(b) could not (i) subject any such Person or any of its officers to criminal
liability or (ii) have a Material Adverse Effect.
SECTION 10.24 COMPLIANCE WITH LAWS. Borrower and each Subsidiary:
(i) is in compliance with all laws, ordinances, rules, regulations, orders,
policies, guidelines or other requirements of any governmental authority, (ii)
has filed in a timely manner all reports, documents and other materials required
to be filed by it with any governmental bureau, agency or instrumentality (and
the information contained in each of such filings is true, correct and complete
in all material respects), except where failure to make such filings is not
related to the manufacture, use, generation, release, storage, transport or
disposal of any Hazardous Material by such Person and could not have a Material
Adverse Effect and (iii) has retained all records and documents required to be
retained by it pursuant to any law, ordinance, rule, regulation, order, policy,
guideline or other requirement of any governmental authority, except where
failure to retain such records is not related to the use, manufacture,
generation, release, storage, transport or disposal of any Hazardous Material
and could not subject such Person or any of its officers to criminal liability
or have a Material Adverse Effect.
SECTION 10.25 EMPLOYEES AND LABOR. There is no unfair labor practice
complaint against Borrower or any Subsidiary pending before the National Labor
Relations Board or any state or local agency nor is there any labor strike,
other labor dispute or work stoppage pending or, to Borrower's knowledge,
threatened affecting Borrower or any Subsidiary which if adversely resolved
could have a Material Adverse Effect; there is no existing representation
question respecting the employees of Borrower or any Subsidiary, nor are there
organizational attempts affecting any of the employees of Borrower or any
Subsidiary which could have a Material Adverse Effect; and there is no grievance
pending or, to Borrower's knowledge, threatened affecting Borrower or any
Subsidiary which could have a Material Adverse Effect. Neither Borrower nor any
Subsidiary is a party to any collective bargaining agreements, except as listed
on SCHEDULE 10.25 hereto. To Borrower's knowledge, no customer or supplier of
Borrower or any Subsidiary is involved in, or threatened with or affected by,
any labor dispute, arbitration, lawsuit or administrative proceeding which could
have a Material Adverse Effect.
SECTION 10.26 YEAR 2000. Borrower has conducted a review and
assessment of all computer applications and programs (the "SOFTWARE") owned,
licensed or used by any of Borrower and its Subsidiaries and Borrower reasonably
expects that all such Software shall be fully able to perform date-sensitive or
other functions on or after, or as to dates on or after December 31, 1999 in
accordance with the time schedule set forth on SCHEDULE 10.26, except for
immaterial Software where the failure to perform such function could not have a
Material Adverse Effect.
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SECTION 10.27 SOLVENCY. Borrower and each Subsidiary is Solvent both
before and after giving to the execution and delivery of this Agreement and any
of the other Related Documents to which it is a party and consummation of the
transactions contemplated hereunder or thereunder, including, without
limitation, the Related Transactions.
SECTION 10.28 COLLATERAL. Except for the Permitted Liens, all of the
Collateral is and will continue to be owned by Borrower free and clear of all
Liens. From and after the making of the first Loan and after the making of all
necessary filings, the provisions of the Collateral Documents will be effective
to create and will give Agent as security for the repayment of the Liabilities,
a legal, valid, perfected and enforceable Lien (which priority is subject only
to Permitted Liens) upon all right, title and interest of Borrower and the
Subsidiaries in any and all of the Collateral (including the Lien in the items
and amounts deposited in the Bank Accounts.
SECTION 11 COVENANTS.
Until the expiration or termination of the Commitments and thereafter
until the Notes and all other Liabilities are paid and performed in full,
Borrower agrees that, unless at any time the Required Lenders shall otherwise
expressly consent in writing, it will:
SECTION 11.1 REPORTS, CERTIFICATES AND OTHER INFORMATION. Furnish or
cause to be furnished to Agent and each Lender:
(a) As soon as available, but in any event within 90 days after the
end of each Fiscal Year of Borrower: (i) copies of the balance sheet of Borrower
and its Subsidiaries on a consolidated and consolidating basis as at the end of
such Fiscal Year and the related statements of earnings, shareholders' equity
and cash flows for such Fiscal Year, in each case setting forth in comparative
form the figures for the previous year and, as prepared by Borrower, in the
current business plan and containing a narrative discussion by Borrower of
variances reflected by such comparisons, prepared in reasonable detail and in
accordance with GAAP applied consistently throughout the periods reflected
therein, certified, without a going concern or like qualification or
qualification arising out of the scope of the audit, by Ernst & Young LLP (or
such other independent certified public accountants of recognized standing as
shall be selected by Borrower with Agent's approval); (ii) a certificate from
the accountants identified in CLAUSE (i) of this SECTION 11.1(b) containing a
computation of, and showing compliance with, each of the financial ratios and
restrictions contained in this SECTION 11, and to the effect that, in making the
examination necessary for the signing of the annual audit report of Borrower by
such accountants, they have not become aware of any non-compliance by Borrower
or any Subsidiary with this Agreement or any Related Document or any Event of
Default or Unmatured Event of Default; and (iii) product line information and
source of revenue information for Borrower and each Subsidiary prepared by
Borrower for such Fiscal Year in a form reasonably satisfactory to Agent for
such products or classes of products and such sources of revenues or classes of
sources of revenue as Agent shall reasonably require.
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(b) As soon as available, but in any event within 45 days after the
end of each fiscal quarter of Borrower: (i) copies of the unaudited balance
sheet of Borrower and its Subsidiaries on a consolidated and consolidating basis
as at the end of such fiscal quarter and the related unaudited statements of
earnings, shareholders' equity and cash flows for such fiscal quarter and the
portion of the Fiscal Year through such fiscal quarter, in each case setting
forth in comparative form the figures for the corresponding periods of the
previous Fiscal Year and in the current business plan and containing a narrative
discussion of variances reflected by such comparisons, prepared in reasonable
detail and in accordance with GAAP applied consistently throughout the periods
reflected therein, accompanied by a "management letter" containing a narrative
discussion of such financial statements and certified by the chief financial
officer of Borrower as presenting fairly the financial condition and results of
operations of Borrower and its Subsidiaries (subject to normal year-end audit
adjustments); and (ii) product line and source of revenue information for
Borrower and each Subsidiary for such fiscal quarter in a form reasonably
satisfactory to Agent for such products or classes of products and such sources
of revenue or classes of sources of revenue as Agent shall reasonably require.
(c) As soon as available, but in any event within 30 days after the
end of each month, copies of the unaudited balance sheet of Borrower and its
Subsidiaries on a consolidated and consolidating basis as at the end of such
month and the related unaudited statements of earnings and cash flows for such
month and the portion of the Fiscal Year through such month, in each case
setting forth in comparative form the figures for the corresponding periods of
the previous Fiscal Year and in the current business plan, prepared in
reasonable detail and in accordance with GAAP applied consistently throughout
the periods reflected therein and certified by the chief financial officer of
Borrower as presenting fairly the financial condition and results of operations
of Borrower and its Subsidiaries (subject to normal year-end audit adjustments).
(d) As soon as available, but in any event: (i) within 30 days after
the beginning of each Fiscal Year of Borrower, a copy of the plan and forecast
(including a projected balance sheet, income statement and funds flow statement
and amount of the Revolving Commitment and Borrowing Availability) of Borrower
and its Subsidiaries for the current Fiscal Year in quarterly detail; and (ii)
within 30 days after the end of the second fiscal quarter of Borrower in each
Fiscal Year, an update of each plan and forecast delivered with respect to the
Fiscal Year in which such fiscal quarter occurs, reflecting changes in such plan
resulting from actual and then anticipated results and forecasts.
(e) Contemporaneously with the furnishing of a copy of each annual
audit report and of each set of financial statements provided for in
SECTIONS 11.1(a), 11.1(b) and 11.1(c), (i) a duly completed certificate in
substantially the form of EXHIBIT 11.1(e) or in such other form as Agent may
from time to time require (each a "COMPLIANCE CERTIFICATE"), signed by the chief
financial officer of Borrower, containing, among other things, a computation of,
and showing compliance with, each of the applicable financial ratios and
restrictions contained in this SECTION 11 and to the effect that as of such date
no Event of Default or Unmatured Event of Default has occurred and is continuing
or if such an Event of Default or Unmatured Event of Default has occurred and is
continuing, setting forth the nature thereof and the actions Borrower is taking
with respect thereto,
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and (ii) solely with respect to SECTION 11.1(a), a report of the President of
Borrower describing the financial performance of Borrower and its Subsidiaries
during the period covered by such set of financial statements and setting forth
any significant events occurring during such period affecting Borrower and its
Subsidiaries.
(f) Promptly upon receipt thereof, copies of all financial and
management reports regarding Borrower and its Subsidiaries, submitted to
Borrower, any Subsidiary or any shareholder of Borrower or any Subsidiary by
independent public accountants in connection with each annual or interim audit
report made by such accountants of the books of Borrower.
(g) Promptly upon the filing or furnishing thereof, copies of all
regular and periodic reports, proxy statements, financial statements,
registration statements, prospectuses and other material filed by Borrower or
any Subsidiary with or to any securities exchange or the Securities and Exchange
Commission or any other Governmental Authority or distributed to the
stockholders of any such Person and all pres releases and other statements made
available by Borrower or any Subsidiary to the public concerning material
adverse changes or developments in the business of any such Person.
(h) Forthwith upon Borrower learning of the occurrence of any of the
following, written notice thereof, describing the same and the steps being taken
by Borrower, any Subsidiary or any other party with respect thereto: (i) the
occurrence of an Event of Default or an Unmatured Event of Default, (ii) the
institution of, or any adverse determination or materially adverse development
in, any litigation, arbitration proceeding or governmental proceeding which
could have a Material Adverse Effect, (iii) the occurrence of a Reportable
Event, (iv) the institution of any steps to terminate any Pension Plan, (v) the
institution of any steps to completely or partially withdraw from any
Multiemployer Plan, (vi) the failure of Borrower or any current or past member
of its Controlled Group to make a required contribution to any Pension Plan if
such failure is sufficient to give rise to a Lien under Section 412 of the IRC
or Section 302 of ERISA, (vii) the adoption of any amendment which would require
Borrower or any current or past member of its Controlled Group to provide a bond
or other security to a Pension Plan under Section 401(a)(29) of the IRC or
Section 307 of ERISA, (viii) the incurrence of any increase in the contingent
liability of Borrower or any member of its Controlled Group or any other
conditions, events or transactions with respect to any present (or future)
Employee Benefit Plan which (a) is not adequately reserved on the balance sheet
of Borrower or one of its Controlled Group members and (b) could result in the
incurrence by Borrower or any member of its Controlled Group of any liability in
excess of $50,000 (in the aggregate), (ix) the commencement of any dispute which
might lead to the modification, transfer, revocation, suspension or termination
of any Related Document, (x) any termination (without renewal), loss, suspension
or other impairment of Borrower's or its Subsidiary's rights under any Material
Intellectual Property Right or Material Contract or any expectation of any such
termination, loss, suspension or other impairment, (xi) any other material
adverse change in a Material Contract, or (xii) any other event or events which
could have a Material Adverse Effect. Borrower shall supplement in writing and
deliver to Agent each Schedule required in accordance with this Agreement and
any representation herein with respect to any matter hereafter arising which, if
existing or occurring on the Closing Date, would have been required to be set
forth or described on
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such Schedule or as an exception to such representation so that the
representations and warranties subject to such supplemental disclosure shall
then be true and accurate in all material respects as supplemented; PROVIDED
that the furnishing of such supplemental disclosure shall not constitute a cure
or waiver of any Default or Event of Default resulting from the matters
disclosed therein or otherwise then existing, except as consented to by the
Required Lenders in writing; PROVIDED FURTHER that so long as no Default or
Event of Default shall have occurred and be continuing Borrower shall only be
required to supplement SCHEDULE 10.15 with respect to Intellectual Property on
or prior to each three month anniversary of the Closing Date.
(i) (i) Within 90 days after the end of each Fiscal Year, a
certificate signed by its chief financial officer that summarizes the insurance
policies carried by Borrower (such certificate to be in form and substance
satisfactory to Agent), and (ii) written notification 30 days prior to any
cancellation or material change (other than one which enlarges the scope of
coverage, adds additional insureds or increases coverage limits) of any such
insurance by Borrower and within 5 days after receipt of any notice (whether
formal or informal) of cancellation, reduction in coverage, or shortening of
policy period or material adverse change by any of its insurers.
(j) With respect to each Multiemployer Plan as to which Borrower or
any current or past member of its Controlled Group may have any liability, (i)
no less frequently than annually, a written estimate (which shall be based on
information received from each such plan, it being expressly understood that
Borrower shall take all reasonable steps to obtain such information) of the
withdrawal liability that would be incurred by Borrower or any current or past
member of its Controlled Group in the event that Borrower or any current or past
member of its Controlled Group were to completely withdraw from that plan in a
complete withdrawal as defined in Section 4201 of ERISA, and (ii) written notice
thereof, as soon as it has reason to believe (on the basis of the most recent
information available to it) that the sum of (a) the withdrawal liability that
would be incurred by Borrower or any current or past member of its Controlled
Group if Borrower or any current or past member of its Controlled Group
completely withdrew from any Multiemployer Plans as to which Borrower of any
current or past member of its Controlled Group has an obligation to contribute,
and (b) the amount of the outstanding withdrawal liability (without unaccrued
interest) incurred by Borrower of any current or past member of its Controlled
Group to Multiemployer Plans, would exceed $50,000 in the aggregate.
(k) Prompt written notice of execution of any agreement by Borrower
or any Subsidiary to merge or consolidate into or with, or purchase or otherwise
acquire all or substantially all of the assets or stock of any class of, or any
partnership or joint venture interest in, any other Person, or for the sale,
transfer, lease or conveyance by Borrower or any Subsidiary of all or any
substantial part of its assets or sale or assignment without recourse of any of
its receivables.
(l) Within: (i) 30 days after the filing thereof, copies of all
income tax returns filed by Borrower or any Subsidiary with any Federal or state
taxing authority; and (ii) 30 days after receipt thereof by Borrower or any
Subsidiary, evidence of payment of property taxes.
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(m) Not later than the twentieth (20th) day of each month, a monthly
report ("MONTHLY REPORT"), accompanied by a certificate in the form attached as
EXHIBIT 11.1(m), which shall be signed by the chief executive officer or chief
financial officer of Borrower. The Monthly Report shall be in form and
substance satisfactory to Agent and shall include, as of the last Business Day
of the preceding month (and with respect to the initial Monthly Report attached
hereto, as of a date not more than two (2) Business Days prior to the Closing
Date): (i) an aged trial balance of Accounts ("ACCOUNTS TRIAL BALANCE") sorted
by Account Debtor in invoice detail and submitted in hard copy and electronic
disk indicating which Accounts are current, up to 30, 30 to 59, 60 to 89 and 90
days or more past the original invoice date and listing the names and addresses
of all applicable Account Debtors, (ii) a summary of accounts payable showing
which accounts payable are current, up to 30, 30 to 59, 60 to 89 and 90 days or
more past due and listing the names and addresses of applicable creditors; and
(iii) a schedule of Inventory owned by Borrower and in Borrower's possession
valued at the lower of cost or market on a FIFO basis. Borrower shall provide
in all Monthly Reports and more frequently if requested by Agent in its
reasonable credit judgment, in form satisfactory to Agent, information on each
of the following occurrences arising subsequent to the immediately preceding
Monthly Report: all sales or other reductions of and all additions to
Inventory, all returns of Inventory, and all credits issued by Borrower, all
material complaints and claims against Borrower in connection with Inventory.
In addition, Borrower shall deliver a Borrowing Base Certificate to Agent and
each Lender not later than the 15th day of each month for the preceding month
(or for such shorter periods as Agent may require in its reasonable credit
judgment).
(n) From time to time, such other information concerning Borrower or
any Subsidiary as Agent or any Lender may reasonably request.
SECTION 11.2 CORPORATE EXISTENCE; FOREIGN QUALIFICATION. Do and
cause to be done at all times all things necessary to (i) maintain and preserve
the corporate existence of Borrower and each Subsidiary, (ii) be duly qualified
to do business and in good standing as a foreign corporation in each
jurisdiction where the nature of its business makes such qualification
necessary, except any such jurisdiction where failure to so qualify could not
have a Material Adverse Effect (which jurisdictions shall include, without
limitation, those jurisdictions listed in SCHEDULE 10.1) and (iii) comply with
all Contractual Obligations and Requirements of Law binding upon Borrower and
each Subsidiary, except to the extent that the failure to comply therewith could
not have a Material Adverse Effect.
SECTION 11.3 BOOKS, RECORDS AND INSPECTIONS. Maintain, and shall
cause each Subsidiary to maintain, complete and accurate books and records. In
addition, Agent, each Lender, or any Person designated by Agent or any Lender in
writing, shall have the right, from time to time hereafter, to call at
Borrower's place or places of business (or any other place where the Collateral
or any information relating thereto is kept or located) during normal business
hours upon reasonable prior written or telephonic notice by Agent and each
Lender or such other Person; PROVIDED, that no prior notice shall be required
upon the occurrence and during the continuance of an Event of Default or
Unmatured Event of Default, and, without hindrance or delay (i) to inspect,
audit, check and make copies of and extracts from Borrower's books, records,
journals, orders,
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receipts and any correspondence and other data relating to Borrower's or any
Subsidiary's business or to any transactions between the parties hereto, (ii) to
make such verification concerning the Collateral as Agent or the Required
Lenders may consider reasonable under the circumstances, and (iii) to discuss
the affairs, finances and business of Borrower or any Subsidiary with any
officers, employees or directors of Borrower and its Subsidiaries.
SECTION 11.4 INSURANCE. (i) If Borrower maintains "key man"
insurance with respect to any officer or director of Borrower, Borrower shall
assign the proceeds of such insurance to Agent pursuant to an assignment in form
and substance reasonably satisfactory to Agent, (ii) maintain, and shall cause
each Subsidiary to maintain, liability insurance, property damage insurance and
casualty insurance (x) as may be required by law or by the Collateral Documents,
and (y) in any event to such extent and against such hazards and liabilities, as
is customarily maintained by prudent companies similarly situated with
financially sound and reputable insurance companies reasonably satisfactory to
Agent in such amounts and with such deductibles as are reasonably acceptable to
Agent, (iii) maintain, and shall cause each Subsidiary to maintain, a sufficient
amount of insurance so that neither Borrower nor Agent or any Lender will be
considered a co-insurer or co-insurers, (iv) with respect to each liability
insurance policy, (A) cause such policy to provide, pursuant to endorsements in
form and substance satisfactory to Agent, that Agent is named as an additional
insured and that the insurer will give Agent 30 days' prior written notice of
the termination or other material modification of such policy and (B) notify
Agent within 5 days after obtaining any new policy, or increasing coverage under
any existing policy, describing in detail in such notice any such new policy or
increase, and (v) with respect to each physical damage or casualty policy, and
each life insurance policy referred to in SUBCLAUSE (i), (1) cause such policy
to provide, pursuant to endorsements in form and substance satisfactory to
Agent, that Agent is named as a loss payee as to personal property, mortgagee as
to real property and an assignee with respect to life insurance and that the
insurer will give 30 days' prior written notice of the termination or other
material modification of such policy, (2) cause such policy to provide, pursuant
to endorsements in form and substance satisfactory to Agent, that the insurance
shall not be invalidated as against Agent or any Lender by any action or
inaction of any Person other than Agent or any Lender, regardless of any breach
or violation of any warranty, declaration or condition contained in such policy,
(3) as against Agent and the Lenders, the insurers shall waive any rights of
subrogation to the extent that the named insured has waived such rights (and
Borrower hereby irrevocably and unconditionally waives any right of subrogation
against Agent and the Lenders, except for claims arising out of the gross
negligence or willful misconduct of the Lenders), and (4) notify Agent within 5
days of obtaining any new policy or increasing coverage under any existing
policy, describing in detail in such notice any such new policy or increase.
SECTION 11.5 TAXES AND LIABILITIES. Pay, and shall cause each
Subsidiary to pay, when due all taxes, assessments and other material
liabilities except as contested in good faith and by appropriate proceedings
with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP if and so long as forfeiture of any part of
the Collateral will not result from the failure to pay any such taxes,
assessments or other material liabilities during the period of any such contest.
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SECTION 11.6 EMPLOYEE BENEFIT PLANS. (i) Maintain, and cause each
current or past member of the Controlled Group to maintain, each Pension Plan as
to which it may have any liability, in compliance in all material respects with
all applicable Requirements of Law or as required pursuant to a collective
bargaining agreement, or if intended to qualify under Section 401(a) or 501(a)
of the IRC, in form and administered in a manner so as not to result in any
liability to Borrower or any current or past member of its Controlled Group for
failure to comply with the applicable provisions thereof, and (ii) not institute
any actions which could give rise to any of the following, unless the liability
to Borrower or any current or past member of its Controlled Group arising from
the same will not exceed $50,000 or is adequately reserved on the balance sheet
of Borrower or one of its Controlled Group members: (a) a Reportable Event, (b)
the complete or partial withdrawal from any Multiemployer Plan as defined in
Section 4210 of ERISA, (c) an amendment, modification or termination or
withdrawal from of a Pension Plan or the entering into of any new Pension Plan,
(whether or not resulting in the posting of a security under Section 401(a)(29)
of the IRC or Section 307 of ERISA), (d) an obligation to file a notice of
intent to terminate a Pension Plan under Section 4041 of ERISA, (e) a lien under
Section 412 of the IRC or Section 302 of ERISA, (f) the institution of
proceedings to terminate a Pension Plan by the Pension Benefit Guaranty
Corporation under Section 4043 of ERISA, or (g) other than in the ordinary
course, the incurrence of any increase in the contingent liability of Borrower
or any other conditions, events or transactions with respect to any present (or
future) Employee Benefit Plan. Borrower will not become a party or otherwise
become obligated to contribute to any Multiemployer Plan.
SECTION 11.7 COLLATERAL DOCUMENTS. Cause the Collateral Documents,
as security for the payment and performance of Notes and all other Liabilities,
to be and remain valid, perfected Liens on and security interests in all assets
of Borrower and each Subsidiary now or hereafter existing or acquired (free of
all other Liens whatsoever other than Permitted Liens).
SECTION 11.8 COMPLIANCE WITH LAWS. Comply, and shall cause each
Subsidiary to comply, with all Federal, state and local laws, rules and
regulations related to its business except to the extent that the failure to
comply could not have a Material Adverse Effect.
SECTION 11.9 MAINTENANCE OF PERMITS. Maintain, and shall cause each
Subsidiary to maintain, all permits, licenses and consents as are required for
the conduct of its business by any state, Federal or local government agency or
instrumentality (including, without limitation, any such license, consent or
permit relating to Hazardous Materials or the disposal thereof) if the failure
to maintain such licenses, permits and consents could not have a Material
Adverse Effect.
SECTION 11.10 PURCHASE, REDEMPTION, DISTRIBUTION, INTEREST AND
PAYMENT RESTRICTIONS. Not, nor shall it permit any Subsidiary to, (i) directly
or indirectly, purchase, redeem or otherwise acquire any of its Equity Interests
or declare or make any dividend, distribution or payment to any holder of any of
its Equity Interests, or set aside any funds for any such purpose, or make any
other payment of any nature whatsoever to any holder of any shares of the
capital stock or any of their or Borrower's Affiliates or members, partners or
shareholders (in their capacity as
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such); PROVIDED that (i) any Subsidiary may declare and pay dividends to any
other Subsidiary owning its capital stock or to Borrower, (ii) Borrower may
redeem Equity Interests with the proceeds of the issuance of replacement Equity
Interests and (iii) Borrower may declare and pay dividends consisting of capital
stock of Borrower or (ii) enter into or assume any agreement, instrument,
indenture or other obligation (other than the Related Documents) which
(a) contains a negative pledge provision which would require a sharing of any
interest in the Collateral, (b) prohibits or limits the creation or assumption
of any Lien in favor of Agent for the benefit of itself and the Lenders upon its
Property, whether now owned or hereafter acquired, or (c) restricts, prohibits
or requires the consent of any Person with respect to the payment of any
dividend, distribution or payment to any holder of its Equity Interests or (iii)
make payments prohibited by SECTION 11.14.
SECTION 11.11 LOANS, ADVANCES OR INVESTMENTS. Not make or permit any
Subsidiary to make any loans or advances to, investments in, or contributions to
the capital of, any other Person, except for (i) the endorsement, in the
ordinary course of collection, of instruments payable to it or to its order,
(ii) loans and royalty advances to recording artists in the ordinary course of
business, (iii) investments in Cash Equivalents and (iv) investments in
Subsidiaries and other investments existing on the Closing Date and disclosed on
SCHEDULE 11.11.
SECTION 11.12 MERGERS, CONSOLIDATIONS, SALES. Not, nor shall it
permit any Subsidiary to, (a) be a party to any merger or consolidation or
purchase or otherwise acquire all or substantially all of the assets or stock of
any class of, or any partnership or joint venture interest or other interest in,
any other Person other than (i) the House of Blues Venture and (ii) other joint
ventures entered into in Borrower's ordinary course of business with respect to
the music or related entertainment business; PROVIDED that Borrower continues to
own, free and clear of any interest of the joint venture (other than allocation
of profits therefrom), all music rights and recording product used in such joint
venture; or (b) sell, transfer, convey or lease all or any substantial part of
its assets or sell or assign with or without recourse any Account, other than
any sale of inventory in the ordinary course of business; PROVIDED, that the
sale, transfer, conveyance or lease of assets shall be in addition subject to
the limitations set forth in the Collateral Documents.
SECTION 11.13 UNCONDITIONAL PURCHASE OBLIGATIONS. Not, nor shall it
permit any Subsidiary to, enter into or be a party to any contract for the
purchase of materials, supplies or other property or services, if such contract
requires that payment be made by it regardless of whether delivery is ever made
of such materials, supplies or other property or services.
SECTION 11.14 REGULATIONS U AND X. Not use or permit any proceeds of
the Loans to be used, either directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of "purchasing or carrying margin stock"
within the meaning of Regulations U and X of the Board of Governors of the
Federal Reserve System, as amended from time to time.
SECTION 11.15 SUBSIDIARIES. Notwithstanding any provision of this
Agreement to the contrary, not create or permit to exist any Subsidiary of it
except for the Subsidiaries identified on SCHEDULE 10.18.
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SECTION 11.16 NO AMENDMENT OF ORGANIZATION DOCUMENTS. Not enter into
or permit to exist any amendment or modification of the Organization Documents
of Borrower or any Subsidiary.
SECTION 11.17 OTHER AGREEMENTS. Not enter into, nor shall it permit
any Subsidiary to enter into, any agreement containing any provision which would
be violated or breached by the performance of its obligations hereunder, any of
the Related Documents or under any other instrument or document delivered or to
be delivered by it hereunder or in connection herewith.
SECTION 11.18 BUSINESS ACTIVITIES; NAME. Not engage in, nor shall it
permit any Subsidiary to engage in, any type of business except the businesses
described in SCHEDULE 11.18 and the activities incidental and related thereto.
Borrower shall, and shall cause each Subsidiary to, transact business only in
its corporate name and such trade names as are set forth in SCHEDULE 10.16.
Following the Closing Date, neither Borrower nor any Subsidiary will conduct its
business under any trade or fictitious name other than the duly registered names
disclosed on SCHEDULE 10.16.
SECTION 11.19 TRANSACTIONS WITH AFFILIATES. Not, nor shall it permit
any Subsidiary to, enter into, or cause, suffer or permit to exist any
transaction, arrangement or contract with any Affiliate, including without
limitation the purchase, sale or exchange of property or the rendering of any
service, with any Affiliate, except transactions referred to on SCHEDULE 11.19.
SECTION 11.20 ENVIRONMENTAL LIABILITIES. Not, nor shall it permit
any Subsidiary to, violate any Requirement of Law regarding Hazardous Material;
and, without limiting the foregoing, not, and not permit any Person to, dispose
of any Hazardous Material into or onto (except in accordance with Requirements
of Law), or (except in accordance with Requirements of Law) from, any real
property owned or operated by it nor allow any lien imposed pursuant to any law,
regulation or order relating to Hazardous Materials or the disposal thereof to
be imposed or to remain on such real property.
SECTION 11.21 INDEBTEDNESS. Not, nor shall it permit any Subsidiary
to, incur or permit to exist any Indebtedness or accounts payable except (i) the
Loans, (ii) deferred taxes, (iii) current accounts payable arising in the
ordinary course of business and not overdue, (iv) non-current accounts payable
which Borrower or such Subsidiary, as the case may be, is contesting in good
faith and by appropriate proceedings diligently conducted, and with respect to
which adequate reserves have been established, and are being maintained, in
accordance with GAAP, and (v) Indebtedness of a type referenced in clauses (b)
and (c) of the definition of Permitted Liens ("PERMITTED PURCHASE MONEY DEBT"),
(vi) Subordinated Debt, and (vii) other Indebtedness shown on SCHEDULE 11.21.
Except as expressly permitted herein, Borrower shall not, and shall not permit
any Subsidiary to, voluntarily prepay, defease, purchase, redeem, retire or
otherwise acquire any Indebtedness other than the Liabilities.
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SECTION 11.22 LIENS. Not create or permit to exist, nor shall it
permit any Subsidiary to create or permit to exist, any Lien with respect to any
of its assets shall now or hereafter existing or acquired, except Permitted
Liens.
SECTION 11.23 FISCAL YEAR. Not change, nor shall it permit any
Subsidiary to change, its Fiscal Year.
SECTION 11.24 LANDLORD AND WAREHOUSEMAN AGREEMENTS. Provide, and
shall cause each Subsidiary to provide, Agent with copies of all agreements
between such Person and any landlord, bailee, warehouseman or processor which
owns any premises at which Inventory or any other Collateral may, from time to
time, be located. Borrower shall deliver to Agent on or before the Closing Date
a landlord's waiver in form and substance acceptable to Agent from the lessor of
each leased property currently being used by Borrower or any Subsidiary where
Collateral is located; PROVIDED that Borrower shall not be required to deliver a
landlord's waiver with respect to any location at which less than $50,000 of
Collateral is located; PROVIDED FURTHER that notwithstanding such exception, all
Inventory located at any such location shall be deemed ineligible. Borrower
shall deliver to Agent a bailee letter in form and substance acceptable to Agent
with respect to any warehouse or other location where Collateral is located.
With respect to leased locations or warehouse space or processing locations
leased on the Closing Date, if Borrower is unable to deliver such a landlord
waiver or bailee letter the Inventory at that location shall automatically be
deemed ineligible without further action by Agent . In the event that Borrower
delivers to Agent such landlord waiver or bailee letter, as applicable, after
the Closing Date, subject to the terms and conditions of this Agreement
(including SECTION 9.4), Inventory located at such leased location or other
location, as applicable, may be considered Eligible Inventory. Borrower shall
timely and fully pay and perform its obligations under all leases and other
agreements with respect to each leased location or warehouse or processing
location where any Collateral is or may be located. Borrower shall promptly
deliver to Agent copies of (i) any and all default notices received by it under
or with respect to any such leased location or other location, and (ii) such
other notices or documents as Agent may request in its reasonable discretion.
SECTION 11.25 MAINTENANCE OF REAL ESTATE. Keep and maintain, and
shall cause each Subsidiary to keep and maintain, the Real Estate owned by such
Person and all improvements thereon in good condition and repair (ordinary wear
and tear excepted) and shall maintain, and shall cause each Subsidiary to
maintain, the value and utility thereof, and shall maintain, and shall cause
each Subsidiary to maintain, such Real Estate in conformity with all applicable
building and zoning codes and other applicable laws, statutes, rules and
regulations. Borrower shall maintain, and shall cause each Subsidiary to
maintain, its leased real property in the same manner as its owned Real Estate,
and comply with the terms of its leases of Real Estate, in accordance with the
applicable leases.
SECTION 11.26 ACCOUNT RECORDS. At all times hereafter maintain a
record of its Accounts, keeping correct and accurate records itemizing and
describing the names and addresses of Account Debtors, relevant invoice numbers,
shipping dates and due dates, collection histories, and Accounts agings, all of
which records shall be available during Borrower's usual
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business hours at the request of any of Agent's or any Lender's officers,
employees or agents. Borrower shall cooperate fully with Agent and its agents
who shall have the right at any time or times to inspect its Accounts and the
records with respect thereto. Borrower shall conduct a review of its bad debt
reserves and collection histories at least once each year and promptly following
such review shall supply Agent with a report in a form and with such specificity
as may be reasonably satisfactory to Agent concerning such review of the
Accounts.
SECTION 11.27 INSTRUMENTS AND CHATTEL PAPER. All Chattel Paper shall
be marked with the following legend: "This writing and the obligations evidenced
or secured hereby are subject to the security interest of First Source Financial
LLP, as Agent." Upon the request of Agent and at all times upon the occurrence
and during the continuance of an Event of Default or Unmatured Event of Default,
immediately upon Borrower's receipt thereof, Borrower shall deliver or cause to
be delivered to Agent, with appropriate endorsement and assignment to vest
title, with full recourse to Borrower, and possession in Agent, all Instruments
and Chattel Paper which Borrower now owns or may at any time or times hereafter
acquire.
SECTION 11.28 INVENTORY RECORDS. At all times hereafter maintain a
perpetual inventory, keeping correct and accurate records itemizing and
describing the kind, type, quality and quantity of Inventory and of Eligible
Inventory, Borrower's cost therefor and daily withdrawals therefrom and
additions thereto, and the locations of all Inventory in the possession of
bailees, all of which records shall be available during Borrower's usual
business hours at the request of any of Agent's officers, employees or agents.
Borrower shall cooperate fully with Agent and its agents who shall have the
right at any time or times to inspect the Inventory and the records with respect
thereto. Borrower shall conduct a physical count of its Inventory at least once
each year and promptly following such physical inventory shall supply Agent with
a report in form and substance satisfactory to Agent concerning such physical
count of its Inventory, and shall furnish to Agent, at Agent's request, such
other documents and reports with respect to the Inventory.
SECTION 11.29 COLLATERAL LOCATIONS. Neither the location of the
principal place of business and chief executive office of Borrower or any
Subsidiary as set forth on SCHEDULE 10.16, the locations of Collateral as set
forth on SCHEDULE 11.29, nor the corporate name or mailing address of Borrower
or any Subsidiary shall be changed, nor shall there be established additional
places of business or additional locations at which Collateral is stored, kept
or processed unless (i) Borrower shall have given Agent not less than thirty
(30) days prior written notice thereof, (ii) Agent shall have determined that,
after giving effect to any such change of name, address or location, Agent shall
have a first perfected Lien in the Collateral except for Permitted Liens, (iii)
in the case of Collateral locations, Borrower shall have delivered a landlord
waiver or bailee letter, as applicable, in form and substance satisfactory to
Agent with respect to such location PROVIDED that Borrower shall not be required
to deliver a landlord's waiver with respect to any location at which less than
$50,000 of Collateral is located; PROVIDED FURTHER that notwithstanding such
exception, all Inventory located at any such location shall be deemed
ineligible, and (iv) all negotiable documents and receipts in respect of any
Collateral maintained at such premises are promptly delivered to Agent. Prior
to making any such change or establishing such new location, Borrower or a
Subsidiary, as the case may be, shall execute any additional financing
statements or other documents
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or notices required by Agent. All Collateral located at any such new location
shall automatically without further action by Agent be deemed ineligible to
constitute Eligible Accounts or Eligible Inventory, as the case may be, until
Borrower shall have complied with the requirements of this SECTION 11.29 and
SECTION 11.24.
SECTION 11.30 DISPOSAL OF PROPERTY. Not, and shall not permit any
Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its
Property or rights to any Person except for (i) bona fide sales of Inventory to
customers for fair value in the ordinary course of business and (ii) sales of
Equipment which is obsolete, worn-out or otherwise not useable in Borrower's
business in an aggregate amount in any Fiscal Year not to exceed $50,000. In
the event any Equipment of Borrower or any Subsidiary is sold, transferred or
otherwise disposed of as permitted by this SECTION 11.30 or with the Required
Lenders' consent, and (i) such sale, transfer or disposition is effected without
replacement of the Equipment so sold, transferred or disposed of or such
Equipment is replaced by Equipment leased by such Person, such Person shall
promptly (but in any event within three (3) Business Days of the receipt
thereof) deliver all of the cash proceeds of any such sale, transfer or
disposition to Agent, or (ii) such sale, transfer or disposition is made in
connection with the purchase by such Person of replacement Equipment, such
Person shall use the proceeds of such sale, transfer or disposition to finance
the purchase by such Person of replacement Equipment and shall deliver to Agent
written evidence of the use of the proceeds for such purchase. Except as
permitted by SECTION 11.22, all replacement Equipment purchased by Borrower or
any Subsidiary shall be free and clear of all Liens, except for Liens in favor
of Agent. All proceeds delivered to Agent under this SECTION 11.30 shall be
applied to the remaining scheduled payments on the Term Loans in the inverse
order of their maturities or, if the Term Loans have been paid in full, to the
outstanding Revolving Loans (without permanent reduction of the Revolving
Commitment) without premium or penalty except as provided in SECTION 2.8, with
such proceeds to be applied first to Base Rate Loans until paid in full and then
to LIBOR Rate Loans.
SECTION 11.31 MANAGEMENT AND CONSULTING FEES. Not, and shall not
permit any Subsidiary to, enter into any management or consulting agreements or
other similar arrangements with any Person or retain any management consultants
resulting in payment in connection therewith in the aggregate in excess of (a)
One Million Dollars ($1,000,000) in capitalized costs in connection with
management information systems for the period from the Closing Date through
December 31, 1999 and (b) Five Hundred Thousand Dollars ($500,000) in any
calendar year for all other agreements.
SECTION 11.32 CORPORATE ACCOUNTS. Not maintain corporate deposit
accounts jointly with any Affiliate or commingle any of its funds with funds of
any Affiliate.
SECTION 11.33 FINANCIAL COVENANTS.
(a) NET WORTH. Maintain Net Worth at all times during each period
listed below of at least the amounts set forth opposite such period:
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<TABLE>
<CAPTION>
Minimum
Period Net Worth
------ ---------
<S> <C>
Fiscal Quarter ending September 30, 1998 $17,500,000
Fiscal Quarter ending December 31, 1998 $18,500,000
Fiscal Quarter ending March 31, 1999 $19,000,000
Fiscal Quarter ending June 30, 1999 $19,500,000
Fiscal Quarter ending September 30, 1999 $20,500,000
December 31, 1999 through September 30, 2000 $22,000,000
December 31, 2000 $24,500,000
March 31, 2001 and each Fiscal Quarter thereafter $24,500,000 plus
fifty percent (50%)
of cumulative
quarterly Net Income
(without giving
effect to any
quarterly net losses
in determining Net
Income)
</TABLE>
(b) INTEREST COVERAGE RATIO. Not permit the Interest Coverage Ratio
measured on the last day of a Fiscal Quarter for the twelve (12) month period
(or, in the case of the Fiscal Quarter ending on September 30, 1998, for the
previous nine (9) months) ending on the last day of such Fiscal Quarter to be
less than the ratio listed below opposite such period:
<TABLE>
<CAPTION>
Periods Ratio
------- -----
<S> <C>
September 30, 1998 2.0 to 1.0
December 31, 1998 through September 30, 1999 2.4 to 1.0
December 31, 1999 and thereafter 3.0 to 1.0
</TABLE>
(c) GROSS CAPITAL EXPENDITURES. Not, nor shall it permit any
Subsidiary to, directly or indirectly (by way of the acquisition of the
securities of a Person or otherwise), make or commit to make Gross Capital
Expenditures, except that Borrower may, so long as no Event of Default or
Unmatured Event of Default shall exist or would result therefrom, make Gross
Capital Expenditures (excluding any permitted acquisitions) in the ordinary
course of business in an aggregate amount not to exceed $1,000,000 during (a)
the period from the Closing Date through December 31, 1998 and (ii) any Fiscal
Year thereafter.
SECTION 12 CONDITIONS.
The obligation of the Lenders to make the Loans is subject to the
following conditions precedent or concurrent:
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SECTION 12.1 INITIAL REVOLVING LOAN. The obligation of the Lenders
to make the initial Revolving Loan shall be subject to the prior or concurrent
satisfaction (in form and substance satisfactory to Agent and the Required
Lenders) of each of the conditions precedent set forth below:
(a) No Event of Default or Unmatured Event of Default shall have
occurred and be continuing or will result from the making of such Loan.
(b) All warranties and representations contained in this Agreement
and the Related Documents shall be true and correct as of the date of such Loan,
with the same effect as though made on the date of such Loan.
(c) In the opinion of Agent and the Required Lenders, in their sole
and absolute discretion, (i) no litigation (including, without limitation,
derivative actions), arbitration, governmental investigation or proceeding or
inquiry shall, on the date of the initial Loan, be pending, or to the knowledge
of Borrower, threatened which seeks to enjoin or otherwise prevent the
consummation of, or to recover any damages or to obtain relief as a result of,
the Related Transactions, or would be materially adverse to, or be detrimental
to the interests of, any of the parties to this Agreement or the Related
Documents or any of the Related Transactions, and (ii) no material adverse
development shall have occurred in any litigation (including, without
limitation, derivative actions), arbitration, government investigation or
proceeding or inquiry disclosed in SCHEDULE 10.4.
(d) The fees referred to in SECTION 5 which are due and payable on or
prior to the date of the initial Loan shall have been paid to Agent and the
Lenders.
(e) The Lockbox, the Master Account and the Operating Account shall
have been established pursuant to SECTION 6.2 and the financial institutions at
which Borrower has established the payroll and petty cash accounts described in
SECTION 6.2(c) shall have furnished Agent with the acknowledgment referred to in
such Section.
(f) Agent shall have received all of the following, each duly
executed and dated the date of the initial Loan (or such earlier date as shall
be satisfactory to Agent), in form and substance satisfactory to Agent: the
Notes, the Bank Agency Agreement, the Security Agreements, the Guaranties, the
Stock Pledge Agreement, Borrower's and each Subsidiary's certificate of
incorporation (including the terms of Borrower's preferred stock) and such other
agreements, documents, environmental reports, appraisals, instruments,
certificates and opinions as Agent may reasonably request.
(g) Borrowing Availability after giving effect to all such Revolving
Loans and LC Exposure existing on the Closing Date shall be not less than
$5,000,000.
(h) The obligations of Borrower identified on SCHEDULE 12.1(h)
(herein called "INDEBTEDNESS TO BE REFINANCED"), together with all interest
accrued thereon and all prepayment
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premiums and other amounts payable in connection therewith, shall have been
refinanced in full from the proceeds of the Loans and Agent shall have received
(i) the certificate of the President or a Vice President of Borrower, dated the
date of the initial Revolving Loan to such effect, (ii) a letter from each of
the holders of the Indebtedness to be Refinanced setting forth in each case (x)
the amount of principal and accrued interest thereon due such holder as of the
date of such letter, (y) the per diem interest rate on unpaid principal
thereunder as of such date, and (z) payment instructions relative to the payment
of such Indebtedness to be Refinanced, and, unless waived by Agent, enclosing in
escrow any and all Uniform Commercial Code termination statements, mortgage
releases and releases of security interests in patents, trademarks and
copyrights, in form and substance satisfactory to Agent, sufficient to terminate
all Liens securing any of the Indebtedness to be Refinanced.
(i) A written consent from the venture partner of Borrower in the
House of Blues Venture to the collateral assignment of Borrower's equity
interest in the House of Blues Venture pursuant to the Stock Pledge Agreement.
SECTION 12.2 ALL LOANS; LC GUARANTIES. The obligation of the
Lenders to make the initial Loan and each subsequent Loan or to issue an LC
Guaranty is subject to the following further conditions precedent (except as set
forth in SECTION 12.2(c)):
(a) (i) No Event of Default or Unmatured Event of Default shall have
occurred and be continuing or will result from the making of such Loan or
issuing such LC Guaranty, (ii) the warranties and representations contained in
this Agreement and the Related Documents shall be true and correct in all
material respects as of the date of such requested Loan or provision of such LC
Guaranty, with the same effect as though made on the date of such Loan or
provision of such LC Guaranty, and (iii) there shall have been no material
adverse change or notice to Borrower of prospective material adverse change with
respect to insurance maintained by Borrower.
(b) (i) No claims, litigation (including, without limitation,
derivative actions), arbitration, governmental proceeding, investigation or
inquiry not disclosed in writing by Borrower to Lender prior to the date of the
last previous Loan or issuance of an LC Guaranty, whichever shall be pending or
known to be threatened against Borrower, (ii) no material development not so
disclosed shall have occurred in any claim, litigation (including, without
limitation, derivative actions), arbitration, governmental proceeding,
investigation or inquiry which was so disclosed, and (iii) no event, condition
or development shall have occurred or developed at any time (whether before or
after the making of the last previous Loan), which (in the case of each of the
foregoing CLAUSES (i) through (iii)) in the opinion of the Required Lenders
could have a Material Adverse Effect.
(c) Agent shall have received (i) a Monthly Report from Borrower
dated no more than thirty-one (31) days prior to the date of such Loan (provided
such period shall be two (2) days prior in the case of the Initial Loan), (ii) a
Borrowing Base Certificate delivered in accordance with SECTION 11.1(m), (iii)
not later than the fifteenth Business Day of the first calendar month following
the making of each Loan, a certificate, substantially in the form of EXHIBIT
12.2(c)-1 or in such other
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form as Agent shall from time to time designate to Borrower (the "BORROWING
CERTIFICATE") dated the last Business Day of the month in which such Loan was
requested, signed by the President or a Vice President of Borrower, (iv) not
less than three (3) days prior to the making of an LC Guaranty, a certificate
substantially in the form of EXHIBIT 12.2(c)-2 (the "LC GUARANTY REQUEST")
relating to all Permitted LCs to be covered by an LC Guaranty since the most
recent prior LC Guaranty Request, signed by the President or a Vice President or
other appropriate officer of Borrower, and (v) such other documents as Agent may
reasonably request in support of such requested Loan or LC Guaranty, provided,
that unless otherwise requested by Agent, Borrower may deliver one Borrowing
Certificate each calendar month for all Loans for which such Borrowing
Certificate is required.
SECTION 13 EVENTS OF DEFAULT AND THEIR EFFECT.
SECTION 13.1 EVENTS OF DEFAULT. Each of the following shall
constitute an Event of Default under this Agreement:
(a) Default in the payment when due, whether by acceleration or
otherwise, of any principal of or interest or premium on any Loan.
(b) Default, and continuance thereof for five (5) days, in the
payment when due, whether by acceleration or otherwise, of any amount payable
hereunder or under the Related Documents (other than any amount described in
SECTION 13.1(a)).
(c) (i) Default in the payment when due (subject to any applicable
grace period), whether by acceleration or otherwise, of any other Indebtedness
of, or guaranteed by, Borrower or any Subsidiary, or (ii) default in the
performance or observance of any obligation or condition with respect to any
such other Indebtedness of, or guaranteed by, Borrower or any Subsidiary, if the
effect of such default is to accelerate the maturity of (or there is matured and
unpaid) such other Indebtedness aggregating $1,000,000 or more, or to cause
such other Indebtedness aggregating $1,000,000 or more to become due and
payable, or to permit the holder or holders of such other Indebtedness of
$1,000,000 or more, or any trustee or agent for such holders, to cause such
other Indebtedness to become due and payable prior to its expressed maturity.
(d) Default in the payment when due, or in the performance or
observance of any material obligation of, or material condition agreed to by
Borrower or any Subsidiary (subject to applicable cure periods) with respect to
any Material Contract or any Material Intellectual Property Right (except only
to the extent that the existence of any such default is being contested by such
Person in good faith and by appropriate proceedings diligently conducted and
with respect to which such Person has established, and is maintaining, adequate
reserves therefor in accordance with GAAP) .
(e) (i) Borrower or any Subsidiary or Guarantor becomes insolvent or
generally fails to pay, or admits in writing its inability to pay, debts as they
become due; or (ii) Borrower or
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any Subsidiary or Guarantor applies for, consents to, or acquiesces in the
appointment of, a trustee, receiver or other custodian or similar Person for
itself or for any of its Property, or makes a general assignment for the benefit
of creditors; or (iii) in the absence of such application, consent or
acquiescence, a trustee, receiver or other custodian or similar Person is
appointed for Borrower or any Subsidiary or Guarantor or for a substantial part
of its Property, unless (I) Borrower or such Subsidiary or Guarantor institutes
appropriate proceedings to contest or discharge such appointment within 10 days
and thereafter continuously and diligently prosecutes such proceedings and (II)
such appointment is in fact discharged within 45 days of such appointment; or
(iv) any bankruptcy, reorganization, debt arrangement, or other case or
proceeding under any bankruptcy or insolvency law, or any dissolution or
liquidation proceeding is commenced in respect of Borrower or any Subsidiary or
Guarantor, unless (X) such case or proceeding is not commenced by Borrower or
such Subsidiary or Guarantor, (Y) such case or proceeding is not consented to or
acquiesced in by Borrower or such Subsidiary or Guarantor, and (Z) Borrower or
such Subsidiary or Guarantor institutes appropriate proceedings to dismiss such
case or proceeding within 10 days and thereafter continuously and diligently
prosecutes such proceedings and such case or proceeding is in fact dismissed
within 45 days after the commencement thereof; or (v) Borrower or such
Subsidiary or Guarantor takes any action to authorize, or in furtherance of, any
of the foregoing.
(f) Failure by Borrower to comply with or to perform (x) any
provision contained in clause (i) of SECTION 11.1(h), SECTION 11.4 or SECTION
11.10 through 11.33 or (y) any provision contained in any Section of this
Agreement (other than occurrences referred to or embodied in other clauses of
this Section 13.1) for a period of five (5) Business Days after the earlier of
(i) Borrower's receipt of notice from Agent or (ii) actual knowledge of such
failure by Borrower.
(g) Any warranty or representation made by or on behalf of Borrower,
any Subsidiary or any other Person (other than Agent or a Lender) herein or in
any of other Related Documents, or otherwise in connection herewith or therewith
is inaccurate or incorrect, or is breached or false or misleading, in any
material respect as of the date such warranty or representation is made; or any
schedule, certificate, financial statement, report, notice, or other writing
furnished by or on behalf of Borrower or any Subsidiary to Agent or any Lender
is false or misleading in any material respect on the date as of which the facts
therein set forth are stated or certified.
(h) Except to the extent that any of the following is expressly
permitted hereunder or does not give rise to the incurrence by Borrower or any
current or past member of its Controlled Group of any liability in excess of
$50,000, or except to the extent any of the following is adequately reserved on
the balance sheet of Borrower or one of its current members of its Controlled
Group , the institution of any steps by Borrower or any other Person, including
the Pension Benefit Guaranty Corporation, (a) to amend, modify or terminate a
Pension Plan or to enter into any new Pension Plan, (b) to cause a complete or
partial withdrawal from any Multiemployer Plan, or (c) other than in the
ordinary course, to directly or indirectly cause to exist any other conditions,
events or transaction which could give rise to any liability of Borrower or any
current member of its Controlled Group with respect to any Employee Benefit
Plan.
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(i) Any party (including Borrower ) to any other Related Document
(other than Agent or any Lender) shall fail to comply with or to perform
(subject to any applicable grace period) any provision of such Related Document
applicable to it; or any of the Related Documents shall fail to remain in full
force and effect; or any action shall be taken by any Person (other than Agent
or any Lender or Master Account Bank) to discontinue or terminate any of the
Related Documents or to contest the validity, binding nature or enforceability
of any thereof.
(j) Any of the Collateral or the Property of Borrower or any
Subsidiary having a fair market value of more than $50,000 in the aggregate is
attached, seized, subjected to a writ or distress warrant, or levied upon, or
come within the possession or control of any judgment creditor, receiver,
trustee, custodian or assignee for the benefit of creditors of Borrower or any
Subsidiary and on or before the thirty (30) day period thereafter such
Collateral or Property is not returned to such Person or such writ, distress
warrant or levy is not dismissed, vacated, stayed or lifted.
(k) Any Change of Control shall occur.
(l) There shall be entered against Borrower or any Subsidiary one or
more judgments, awards or decrees, or orders of attachment, garnishment or any
other writ, which exceed $100,000 in the aggregate at any one time outstanding,
excluding judgments, awards, decrees, orders or writs (i) for which there is
full insurance (subject to deductibles permitted herein) and with respect to
which the insurer has assumed responsibility in writing, (ii) for which there is
full indemnification (upon terms and by creditworthy indemnitors which are
satisfactory to Agent) or (iii) which have been in force for less than the
applicable period for filing an appeal so long as execution is not levied
thereunder (or in respect of which Borrower or such Subsidiary shall at the time
in good faith be prosecuting an appeal or proceeding for review and in respect
of which a stay of execution or appropriate appeal bond shall have been obtained
pending such appeal or review).
(m) The receipt by Borrower or any Subsidiary of any notice, claim or
assessment from any Federal, state or local governmental authority, or any other
Person, asserting liability or potential liability against Borrower or such
Subsidiary under any Environmental Law that could have a Material Adverse
Effect.
(n) The Polygram Distribution Agreement shall be terminated.
(o) The Closing Balance Sheet shall show any material adverse change
from the Pro Forma.
(p) Any material damage to, or loss, theft, or destruction of, any of
the Collateral, whether or not insured, or any strike, lockout, labor dispute,
embargo, condemnation, act of God or public enemy, or other casualty which
results in or causes cessation or substantial curtailment of production or other
revenue producing activities of more than ten percent (10%) of Borrower's
consolidated gross revenues for more than fifteen (15) consecutive days.
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(q) Any security interest created under any Related Document shall
cease to be a valid and perfected first priority security interest or Lien
(subject to Permitted Liens) in any of the Collateral purported to be covered
thereby for any reason other than the failure of Agent or any Lender to take any
action within its control.
SECTION 13.2 EFFECT OF EVENT OF DEFAULT. If an Unmatured Event of
Default or an Event of Default shall have occurred and be continuing, Agent may
elect to do one or more of the following at any time or times and in any order:
(i) reduce the amount of the Revolving Commitment, (ii) restrict the amount of,
or suspend its obligations to make, Revolving Loans, (iii) restrict or suspend
the issuance of Letters of Credit or LC Guaranties or (iv) demand that Borrower
immediately deposit with Agent an amount equal to one hundred ten percent (110%)
of the L/C Exposure to enable Agent to make payments under the LC Guaranties
when required, and such amount shall become immediately due and payable. If any
Event of Default described in SECTION 13.1(e) shall occur, the Commitments (if
not theretofore terminated) shall immediately terminate and the Notes and all
other Liabilities shall become immediately due and payable, all without notice
of any kind; and, in the case of any other Event of Default, Agent may, and
Agent shall at the direction of the Required Lenders, declare the Commitments
(if not theretofore terminated) to be terminated and the Notes and all other
Liabilities to be due and payable, whereupon the Commitments (if not theretofore
terminated) shall immediately terminate and the Notes and all other Liabilities
shall become immediately due and payable, all without further notice of any
kind. Agent shall promptly provide Borrower written notice of any such
declaration but failure to do so shall not impair the effect of such
declaration. Notwithstanding the foregoing, the effect as an Event of Default of
any event described in SECTION 13 may be waived by the Required Lenders in
writing. In the case of any Event of Default occurring by reason of any wilful
action or inaction by or on behalf of Borrower in order to avoid payment of any
prepayment fee or premium pursuant to SECTION 2.8 which Borrower would have to
pay if the Liabilities were paid in full, an equivalent fee shall also be
immediately due and payable to the extent permitted by law.
SECTION 13.3 RIGHTS AND REMEDIES GENERALLY. Upon acceleration of
the Liabilities, Agent, on behalf of the Lenders, shall have, in addition to any
other rights and remedies contained in this Agreement or in any of the other
Related Documents, all of the rights and remedies of a secured party under the
Code or other applicable laws, all of which rights and remedies shall be
cumulative and non-exclusive, to the extent permitted by law. In addition to
all such rights and remedies, Agent shall have the right to sell, lease or
otherwise dispose of all or any part of the Collateral and the sale, lease or
other disposition of the Collateral, or any part thereof, by Agent after an
Event of Default may be for cash, credit or any combination thereof, and Agent
or any Lender may purchase all or any part of the Collateral at public or, if
permitted by law, private sale, and in lieu of actual payment of such purchase
price, may set-off the amount of such purchase price against the Liabilities
then owing. Any sales of the Collateral may be adjourned from time to time with
or without notice. Agent shall have the right to conduct such sales on
Borrower's premises, at Borrower's expense, or elsewhere, on such occasion or
occasions as Agent may see fit.
SECTION 13.4 ENTRY UPON PREMISES AND ACCESS TO INFORMATION. Upon
acceleration of the Liabilities, Agent shall have the right (i) to cause the
Collateral to remain on
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Borrower's premises, without any obligation to pay rent, (ii) to enter upon the
premises of Borrower where the Collateral is located or any other place or
places where the Collateral is believed to be located and kept, without any
obligation to pay rent, to render the Collateral useable or saleable, or to
remove the Collateral therefrom to the premises of Agent or any agent of Agent,
at Borrower's expense, for such time as Agent may desire in order effectively to
collect or liquidate the Collateral, and (iii) to require Borrower to assemble
the Collateral and make it available to Agent at a place or places to be
designated by Agent. Upon acceleration of the Liabilities, Agent shall have the
right to take possession of Borrower's original books and records, to obtain
access to Borrower's data processing equipment, computer hardware and software
relating to the Collateral and to use all of the foregoing and the information
contained therein in any manner Agent deems appropriate; and Agent shall have
the right to notify postal authorities to change the address for delivery of
Borrower's mail to an address designated by Agent and to receive, open and
dispose of all mail addressed to Borrower and to take possession of all checks
or other original remittances contained in such mail. Borrower shall promptly
forward to Borrower all other mail.
SECTION 13.5 SALE OR OTHER DISPOSITION OF COLLATERAL BY AGENT. Any
notice required to be given by Agent or any Lender of a sale, lease or other
disposition or other intended action by Agent with respect to any of the
Collateral which is given to Borrower as specified in SECTION 14.3, at least ten
(10) days prior to such proposed action, shall constitute fair and reasonable
notice to Borrower of any such action. The net proceeds realized by Agent upon
any such sale or other disposition, after deduction for the expenses of
retaking, holding, storing, transporting, preparing for sale, selling or
otherwise disposing of the Collateral incurred by Agent in connection therewith,
shall be applied as provided herein toward satisfaction of the Liabilities.
Agent shall account to Borrower for any surplus realized upon such sale or other
disposition, and Borrower shall remain liable for any deficiency. The
commencement of any action, legal or equitable, or the rendering of any judgment
or decree for any deficiency shall not affect Agent's Liens on the Collateral
until the Liabilities are fully paid.
SECTION 13.6 NOTICE TO ACCOUNT DEBTORS. Agent may, in its sole
discretion, at any time or times, upon the occurrence and during the continuance
of an Event of Default and without prior notice to Borrower, notify any or all
Account Debtors that the Accounts have been assigned to Agent, for the benefit
of the Lenders, and that Agent has a Lien therein. Upon the occurrence and
during the continuance of an Event of Default, Agent may direct or, at the
request of Agent, Borrower shall direct, any or all Account Debtors to make all
payments upon the Accounts directly to Agent. Agent shall furnish Borrower with
a copy of any such notice.
SECTION 13.7 WAIVER OF DEMAND. DEMAND, PRESENTMENT, PROTEST AND
NOTICE OF DEMAND, PRESENTMENT, PROTEST, NONPAYMENT, INTENT TO ACCELERATE AND
ACCELERATION ARE HEREBY WAIVED BY BORROWER. BORROWER ALSO WAIVES THE BENEFIT OF
ALL VALUATION, APPRAISAL AND EXEMPTION LAWS.
SECTION 13.8 WAIVER OF NOTICE. EXCEPT AS PROVIDED IN SECTION 13.5,
UPON THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT,
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BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE
EXERCISE BY AGENT AND THE LENDERS OF THEIR RIGHTS TO REPOSSESS THE COLLATERAL
WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON THE COLLATERAL
WITHOUT PRIOR NOTICE OR HEARING. BORROWER ACKNOWLEDGES THAT IT HAS BEEN
ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS
AGREEMENT.
SECTION 14 GENERAL.
SECTION 14.1 WAIVER; AMENDMENTS. No delay on the part of any Lender
or Agent or any holder of a Note or other Liability in the exercise of any
right, power or remedy shall operate as a waiver thereof, nor shall any single
or partial exercise by any of them of any right, power or remedy preclude other
or further exercise thereof, or the exercise of any other right, power or
remedy. No amendment, modification or waiver of, or consent with respect to,
any provision of this Agreement or a Note or any Related Document shall in any
event be effective unless the same shall be in writing and signed and delivered
by the Required Lenders, and then any such amendment, modification, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; PROVIDED that no amendment, waiver or consent shall,
unless in writing and signed by all each affected Lender, do any of the
following: (i) increase the Commitment of a Lender or subject a Lender to any
additional obligations, (ii) except as otherwise expressly provided in this
Agreement, reduce the principal of, or interest on, the Notes, any Reimbursement
Obligations or any fees hereunder, (iii) postpone any date fixed for any payment
in respect of principal of, or interest on, the Notes, any Reimbursement
Obligations or any fees hereunder, (iv) change the percentage of the Commitment,
or any minimum requirement, necessary for the Lenders or the Required Lenders to
take any action hereunder, (v) amend or waive this SECTION 14.1, or change the
definition of Required Lenders, or (vi) except as otherwise expressly provided
in this Agreement (including without limitation as provided in SECTION 11.30
hereof), and other than in connection with the financing, refinancing, sale or
other disposition of any asset of any Borrower or Subsidiary permitted under
this Agreement, release any Liens in favor of Agent on all or any substantial
portion of the Collateral; PROVIDED, FURTHER, that no amendment, waiver or
consent affecting the rights or duties of Agent under any Related Documents
shall in any event be effective, unless in writing and signed by Agent, in
addition to the Lenders required hereinabove to take such action.
Notwithstanding any of the foregoing to the contrary, the consent of Borrower or
any Guarantor shall not be required for any amendment, modification or waiver of
the provisions of SECTION 15.2 (other than the provisions of SECTION 15.2.9).
In addition, Borrower and the Lenders hereby authorize Agent to modify this
Agreement by unilaterally amending or supplementing SCHEDULE 1 from time to time
in the manner requested by Borrower, Agent or any Lender in order to reflect
any assignments or transfers of the Loans, as provided for hereunder; PROVIDED,
HOWEVER, that Agent shall promptly deliver a copy of any such modification to
Borrower and each Lender. All Events of Default shall continue until the same
are waived in accordance with this SUBSECTION 14.1.
SECTION 14.2 CONFIRMATIONS. Borrower and the Lenders (or any holder
of a Note) agree from time to time, upon written request received by it from the
other, to confirm to
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the other in writing the aggregate unpaid principal amount of the Loans then
outstanding under such Note.
SECTION 14.3 NOTICES. Except with respect to SECTIONS 2.3 AND 4.3:
(a) notices forwarded by mail shall be deemed to have been given on the earlier
to occur of (i) receipt or (ii) three days after the date sent if sent by
registered or certified mail, postage paid, and:
(a) IF TO BORROWER, addressed to Borrower at its address shown below
its signature hereto; or
(b) IF TO AGENT, addressed to Agent at the address shown below its
signature hereto; or
(c) IF TO A LENDER, addressed to such Lender at its address set forth
on SCHEDULE 1; or
in the case of any party, at such other address as such party may, by written
notice received by the other parties to this Agreement, have designated as its
address for notices; and (b) notices given by telegram or facsimile transmission
shall be deemed to have been given when sent if addressed to the party to whom
sent, at its address as aforesaid. Notices of borrowing pursuant to SECTION 2.3
and SECTION 4.3 shall be effective upon receipt by Agent and shall be in writing
(or by telephone to be confirmed in writing by Borrower). Agent and the Lenders
shall be entitled to rely upon all telephone and Electronic Notices and Borrower
shall indemnify and hold Agent and each Lender harmless from any loss, cost or
expense ensuing from any such reliance, which indemnification shall survive any
termination of this Agreement.
SECTION 14.4 COSTS, EXPENSES AND TAXES. Borrower shall pay on
demand all out-of-pocket costs and expenses of Agent (including the reasonable
fees and out-of-pocket expenses of counsel for Agent and of local counsel, if
any, who may be retained by said counsel and all costs of appraisals, surveys,
environmental reviews and the like required to be made or completed) in
connection with the preparation, execution and delivery of this Agreement, the
Related Documents and all other instruments or documents provided for herein or
delivered or to be delivered hereunder or in connection herewith. Borrower
further agrees to pay all out-of-pocket costs and expenses (including reasonable
attorneys' fees and legal expenses) incurred by Agent (and in the case of
enforcement, each Lender) in connection with the administration, enforcement,
waiver or amendment of this Agreement, the Related Documents and any such other
instruments or documents. In addition, Borrower agrees to pay, and to save
Agent and each Lender harmless from all liability for, any document, stamp,
filing, recording, mortgage or other taxes which may be payable in connection
with the borrowings hereunder or the execution, delivery, recording or filing of
this Agreement, any of the Related Documents or of any other instruments or
documents provided for herein or delivered or to be delivered hereunder or in
connection herewith. All obligations provided for in this SECTION 14.4 shall
survive any termination of this Agreement.
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SECTION 14.5 INDEMNIFICATION. In consideration of Agent's and each
Lender's execution and delivery of this Agreement and the Lenders' extension of
the Commitments, Borrower hereby agrees to indemnify, exonerate and hold Agent,
Manager, each Lender and each of their respective officers, directors, employees
and agents (including, without limitation, Master Account Bank, and herein
collectively called "LENDER PARTIES" and individually called a "LENDER PARTY")
free and harmless from and against any and all claims, demands, actions, causes
of action, suits, losses, costs (including, without limitation, all documentary,
recording, filing, mortgage or other stamp taxes or duties), charges,
liabilities and damages, and expenses in connection therewith (irrespective of
whether such Lender Party is a party to the action for which indemnification
hereunder is sought), and including, without limitation, reasonable attorneys'
fees and disbursements (called in this SECTION 14.5 the "INDEMNIFIED
LIABILITIES"), of any and every kind whatsoever paid, incurred or suffered by,
or asserted against, any Lender Party for, with respect to, arising out of or as
a direct or indirect result of:
(a) any transaction financed or to be financed in whole or in part,
directly or indirectly, with the proceeds of any Loan or involving any Loan or
the execution, delivery, performance or enforcement of this Agreement, the
Related Documents and any instrument, document or agreement executed pursuant
hereto by any of Lender Parties;
(b) (i) the presence on or under, or the escape, seepage, leakage,
spillage, discharge, emission or release from, any real property legally or
beneficially owned (or any estate or interest which is owned) or operated by
Borrower or any Subsidiary (including, without limitation, any property owned by
a land trust the beneficial interest in which is owned, in whole or in part, by
Borrower or any Subsidiary) of any Hazardous Material (including, without
limitation, any claims, demands, actions, causes of action, suits, losses,
costs, charges, liabilities and damages, asserted or arising under the
Comprehensive Environmental Response, Compensation and Liability Act, any
so-called "Superfund" or "Superlien" law, or any other Federal, state or local
statute, law, ordinance, code, rule, regulation, order or decree regulating,
relating to or imposing liability or standards of conduct concerning, any
Hazardous Material), and (ii) any of the conditions disclosed in any of the
documents listed on SCHEDULE 10.19 regardless, in the case of either of CLAUSE
(i) or CLAUSE (ii), of whether caused by, or within the control of, Borrower or
any Subsidiary;
(c) (i) any untrue statement or alleged untrue statement of a
material fact contained in any registration statement, prospectus or offering
memorandum or in any preliminary prospectus or preliminary offering memorandum
or any amendment or supplement to any thereof or in any other writing prepared
in connection with the offer, sale or resale of any securities of Borrower or
any Subsidiary, or (ii) any omission or alleged omission to state therein a
material fact required to be stated or necessary to make the statements therein
not misleading; and
(d) (i) any injury to person or damage to property, known or unknown,
reported or unreported, which results from the use of the products of Borrower
or any Subsidiary, or (ii) any obligation or liability arising out of or with
respect to the business or operations of Borrower or any Subsidiary, in each
case whether any of such matters arise before or after the foreclosure of or
other taking of title to all or any portion of the Collateral by Agent or the
Lenders;
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except for any such Indemnified Liabilities arising, on account of the relevant
Lender Party's gross negligence or willful misconduct and, to the extent that
the foregoing undertaking may be unenforceable for any reason, Borrower agrees
to make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law. All
obligations provided for in this SECTION 14.5 shall survive any termination of
this Agreement and shall not be reduced or impaired by any investigation made by
or on behalf of any Lender Party.
(e) Borrower shall have the right to compromise or, if appropriate,
defend at its own cost and through counsel of its own choosing, any Indemnified
Liability giving rise to such claim for indemnification. In the event Borrower
undertakes to compromise or defend any such Indemnified Liability, it shall
promptly (and in any event, no later than fifteen (15) days after receipt of
notice of such claim for indemnification) notify Agent in writing of its
intention to do so and shall give Agent such security in that regard as Agent
reasonably may request. The Lender Parties Party shall fully cooperate with
Borrower and its counsel in the defense or compromise of such claim or demand.
After the assumption of the defense by the Borrower, the Lender Parties shall
not be liable for any legal or other expenses subsequently incurred by Borrower,
in connection with such defense, but any Lender Party may participate in such
defense at its own expense. No settlement of Indemnified Liabilities defended
by Borrower shall be made without the written consent of the Agent, such
consent not to be unreasonably withheld. Borrower shall not, except with
written consent of the Agent, consent to the entry of a judgment or settlement
which does not include as an unconditional term thereof, the giving by the
claimant or plaintiff to the Lender Parties of an unconditional release from all
liability in respect of Indemnified Liabilities.
SECTION 14.6 SUBMISSION TO JURISDICTION. AGENT AND EACH LENDER MAY
ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE RELATED DOCUMENTS IN ANY
STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN
CHICAGO, ILLINOIS. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH
RESPECT TO ANY SUCH CLAIM, BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF SUCH COURTS. BORROWER HEREBY IRREVOCABLY DESIGNATES CT
CORPORATION SYSTEM WITH OFFICES ON THE DATE HEREOF AT 208 SOUTH LASALLE STREET,
CHICAGO, ILLINOIS TO RECEIVE FOR AND ON BEHALF OF BORROWER SERVICE OF PROCESS IN
ILLINOIS. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT
OF SAID COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID,
TO BORROWER AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY
LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT
IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE
VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. NOTHING HEREIN
CONTAINED SHALL AFFECT THE RIGHT OF AGENT OR ANY LENDER TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR PRECLUDE AGENT OR ANY LENDER FROM BRINGING AN
ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER COUNTRY, STATE OR PLACE
HAVING JURISDICTION OVER SUCH
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ACTION. BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER HAVE TO THE LAYING OF THE
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT LOCATED
IN CHICAGO, ILLINOIS AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
SECTION 14.7 GOVERNING LAW. This Agreement and the Notes shall be a
contract made under and governed by the internal laws of the State of Illinois
without regard to conflict of laws principles. Whenever possible each provision
of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement. All obligations of Borrower, any of its Subsidiaries and rights of
Agent and each Lender and any other holder of a Note or Liability expressed
herein or in the Related Documents shall be in addition to and not in limitation
of those provided by applicable law or in any other written instrument or
agreement relating to any of the Liabilities.
SECTION 14.8 SEVERAL OBLIGATIONS; NATURE OF LENDER'S RIGHTS. The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other Lender (except to the extent
to which the Agent is authorized to act as such). No provision contained herein
or in any other Related Document and no course of dealing between the parties
shall be deemed to create any fiduciary relationship between the Agent or any
Lender and the Borrower or any Guarantor or Subsidiary. The indebtedness of the
Borrower incurred under each of the Notes shall be a separate obligation owing
to the holder thereof; PROVIDED that each Lender hereby agrees that it shall
have no individual right to seek to enforce its rights under its Notes or this
Agreement, or to realize upon the Collateral, it being understood and agreed
that such rights and remedies may be exercised solely by the Agent for the
benefit of the Lenders at the direction of the Required Lenders in accordance
with the terms of the Related Documents.
SECTION 14.9 ENTRY INTO AGREEMENT. Borrower represents, warrants
and acknowledges that (i) the relationship between it and the Lenders is solely
that of a borrower and a lender, and (ii) Borrower is in sole control of its
business and has entered into this Agreement as its own free act and voluntary
deed, based upon its independent judgment as to its best interests.
SECTION 14.10 LEGAL OPINIONS. Borrower expressly consents to the
rendering of opinions by its counsel and of each other counsel required by Agent
or a Lender to be rendered in connection with the initial closing of the matters
contemplated hereby, and thereafter to be rendered from time to time in
connection with this Agreement or any Related Document, and acknowledges that
such opinions, when so rendered, shall be deemed to be rendered at the request
and upon the instruction of Borrower, which has, and will have (prior to the
rendering of each opinion), consulted with and been advised by such counsel as
to the consequences of such consent, request and instructions.
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SECTION 14.11 JURY TRIAL; DAMAGE WAIVER. EACH PARTY HERETO HEREBY
EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER OR RELATED TO OR ARISING OUT OF THIS
AGREEMENT OR ANY RELATED DOCUMENT TO WHICH IT IS A PARTY, OR UNDER ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT,
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY. BORROWER WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN
ANY LITIGATION REFERRED TO ABOVE ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES.
SECTION 14.12 SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon Borrower, Agent and the Lenders and their respective successors and
assigns, and shall inure to the benefit of Borrower, Agent and each Lender and
their respective successors and assigns; PROVIDED, HOWEVER, that Borrower shall
have no right to assign their rights or delegate its duties under this
Agreement. FSFP may assign any of its rights under this Agreement and the
Related Documents to its lenders for collateral security purposes. This
Agreement and the Related Documents contain the entire agreement of the parties
hereto with respect to the matters covered hereby.
SECTION 14.13 MARSHALING. The Lenders shall be under no obligation
to marshall any assets in favor of Borrower or any other Person or against or in
payment of any or all of the Liabilities.
SECTION 14.14 WAIVERS WITH RESPECT TO OTHER INSTRUMENTS. Borrower
waives presentment, demand and protest and notice of presentment, demand
protest, default, nonpayment, maturity, release, compromise, settlement,
extension, or renewal of any or all commercial paper, Accounts, contract rights,
documents, Instruments, Chattel Paper and guaranties at any time held by Agent
and the Lenders on which Borrower may in any way be liable and hereby ratifies
and confirms whatever Agent and the Lenders may do regarding the enforcement,
collection, compromise, or release thereof.
SECTION 14.15 RETENTION OF BORROWER'S DOCUMENTS. Agent or any
Lender may destroy or otherwise dispose of all documents, schedules, invoices
or other papers delivered to Agent or any Lender in accordance with its
customary practices unless Borrower requests in writing that same be returned.
Upon Borrower's request and at Borrower's expense, Agent or any Lender shall
return such papers held by it when its actual or anticipated need for same has
terminated.
SECTION 14.16 SURVIVAL OF WARRANTIES. All representations and
warranties of Borrower, the Guarantors and the Subsidiaries contained in this
Agreement or any of the other
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Related Documents shall survive the execution and delivery of this Agreement and
the other Related Documents and the making of the Loans. Notwithstanding
anything contained in this Agreement to the contrary, the provisions of, and the
undertakings, indemnifications and agreements of Borrower set forth in
SECTIONS 8.14.4 and 14.5 shall survive payment of the Liabilities and
termination of this Agreement.
SECTION 14.17 COUNTERPARTS. This Agreement and any amendments,
waivers, consents or supplements may be executed in any number of counterparts
and by different parties in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all of which
counterparts together shall constitute but one and the same agreement. Delivery
of an executed counterpart of this Agreement by telecopy or similar electronic
medium shall be equally as effective as delivery of a manually executed
counterpart of this Agreement. Any Person delivering an executed counterpart of
this Agreement by telecopy or similar electronic medium shall also deliver a
manually executed counterpart of this Agreement; PROVIDED, that the failure to
deliver a manually executed counterpart shall not affect the validity,
enforceability or binding effect of this Agreement.
SECTION 14.18 EXCEPTIONS TO COVENANTS. Neither Borrower nor any
Guarantor or Subsidiary shall be deemed to be permitted to take any action or
omit to take any action which is permitted as an exception to any of the terms,
provisions or covenants contained in any of the Related Documents if such action
or omission would result in an Event of Default or Unmatured Event of Default or
the breach of any term, provision or covenant contained in any Related Document.
SECTION 14.19 CONSTRUCTION. Borrower acknowledges that it and its
counsel have approved the Related Documents and that the usual rule of
construction to the effect that any ambiguities or inconsistencies are to be
resolved against the drafting Person shall not be applicable in the
interpretation of any of the Related Documents.
SECTION 14.20 REINSTATEMENT. This Agreement shall remain in full
force and effect and continue to be effective or to be reinstated, as the case
may be, if at any time payment and performance of the Liabilities, or any part
thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee of the Liabilities, whether as
a "voidable preference," "fraudulent conveyance," or otherwise, all as though
such payment or performance had not been made. In the event that any payment,
or any part thereof, is rescinded, reduced, restored or returned, the
Liabilities shall be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.
SECTION 14.21 ENTIRE AGREEMENT. This Agreement, including all
Exhibits, Schedules, the Related Documents and other documents attached hereto
or incorporated by reference herein, constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede all other
negotiations, understandings and representations, oral or written, with respect
to the subject matter hereof, including that certain Commitment Letter dated as
of July 20, 1998 between Borrower and FSFP.
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SECTION 14.22 ACKNOWLEDGMENT. BORROWER ACKNOWLEDGES THAT IT HAS
BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, AND BORROWER ACKNOWLEDGES AND AGREES THAT (I)
EACH OF THE WAIVERS SET FORTH HEREIN WERE KNOWINGLY AND VOLUNTARILY MADE, (II)
THE OBLIGATIONS OF AGENT AND EACH LENDER HEREUNDER, INCLUDING THE OBLIGATION TO
ADVANCE AND LEND FUNDS TO BORROWER IN ACCORDANCE HEREWITH, SHALL BE STRICTLY
CONSTRUED AND SHALL BE EXPRESSLY SUBJECT TO BORROWER'S COMPLIANCE IN ALL
RESPECTS WITH THE TERMS AND CONDITIONS HEREIN SET FORTH, AND (III) NO
REPRESENTATIVE OF AGENT OR ANY LENDER HAS WAIVED OR MODIFIED ANY OF THE
PROVISIONS OF THIS AGREEMENT AS OF THE DATE HEREOF AND NO SUCH WAIVER OR
MODIFICATION FOLLOWING THE DATE HEREOF SHALL BE EFFECTIVE UNLESS MADE IN
ACCORDANCE WITH SECTION 14.1.
SECTION 14.23 CONFIDENTIALITY. Borrower agrees that FSFP may disclose
information relating to Borrower (a) to any regulatory authority having
jurisdiction over the Agent or any Lender, (b) to any other Person in connection
with a Lender's proposed or actual assignment of, or sale of any participations
in, the Liabilities, (c) to any other Person in connection with the exercise of
the Agent's or any Lender's rights hereunder or under any of the other Related
Documents, or (d) to each of the Master Lenders and the Master Agents which
have agreed to use procedures substantially comparable to those used by them in
respect of non-public information as supplied to them by or on behalf of FSFP to
the extent that such information is not and does not become publicly available
and which FSFP indicates at the time is to be treated confidentially; PROVIDED,
HOWEVER, that each of the Master Lenders, and the Master Agents, as the case may
be, is hereby authorized to deliver a copy of each or any financial statement of
Borrower or any other information relating to the Loans, or the Collateral,
which may be furnished to it hereunder or otherwise to (a) its legal counsel and
auditors and other professional advisors, (b) governmental or regulatory
authorities having jurisdiction over it, (c) independent financial rating
agencies (including, without limitation the Rating Agencies), (d) any person
providing general liquidity or credit enhancement to the Master Lenders , and
(e) (subject to obtaining a confidentiality agreement containing the foregoing
confidentiality restrictions) any Person to whom a Master Lender proposes to
assign all or any part of its interest or grant a participation in its interest.
As used herein: "MASTER AGENTS" shall mean Citicorp North America, Inc., Bank of
New York and any successor thereto or assignee thereof; "MASTER LENDER" shall
mean any person becoming a "Lender" under that certain Second Amended and
Restated Credit Agreement dated as of May 24, 1996 (as amended from time to
time, the "MASTER CREDIT AGREEMENT") among First Source Financial, Inc., FSFP,
Master Agents and such Lenders; and "RATING AGENCIES" shall mean Standard and
Poor's and Moody's Ratings Group, a division of McGraw-Hill, Inc., and Moody's
Investors Services, Inc.
SECTION 15 ASSIGNMENT AND PARTICIPATION; AGENT.
SECTION 15.1 ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND NOTES.
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Each Lender may assign its rights and delegate its obligations under this
Agreement to another Person; PROVIDED, that (i) such Lender shall first obtain
the written consent of the Agent, (ii) the aggregate amount of the outstanding
Commitment and Loans of the assigning Lender being assigned pursuant to such
assignment (determined as of the date of the Assignment and Acceptance (the
"ASSIGNMENT AND ACCEPTANCE") entered into with respect to such assignment by the
assigning Lender and the assignee, and accepted by Agent, in form and substance
satisfactory to Agent, the assigning Lender and the assignee) shall in no event,
except in the case of an assignment of all of a Lender's rights and obligations
under this Agreement, be less than $5,000,000 of the assigning Lender's rights
and obligations under this Agreement, and (iii) the parties to each such
assignment shall execute and deliver to Agent, for its acceptance and recording
in the Register, an Assignment and Acceptance. In the case of an assignment
authorized under this SECTION 15.1, the assignee shall have, to the extent of
such assignment, the same rights, benefits and obligations as it would if it
were a Lender hereunder and the assigning Lender shall be relieved of its
obligations hereunder with respect to its Commitment to the extent of such
assignment. Borrower hereby acknowledges and agrees that any assignment will
give rise to a direct obligation of Borrower to the assignee and that the
assignee shall be considered to be a Lender hereunder.
Agent shall maintain a copy of each Assignment and Acceptance delivered to
and accepted by it and books and records, including computer records, in which
it shall record the names and addresses of the Lenders and the Commitment of,
and principal amount of the Loans owing to, each Lender from time to time (the
"REGISTER"). The entries in the Register shall constitute rebuttably
presumptive evidence, absent manifest error, of the accuracy of the information
contained therein, and Borrower, Agent and the Lenders may treat each Person the
name of which is recorded in the Register as a Lender hereunder for all purposes
of this Agreement. The Register shall be available for inspection by any Lender
or Borrower at any reasonable time and from time to time upon reasonable prior
notice.
Upon its receipt of an Assignment and Acceptance executed by an assigning
Lender and an assignee, together with the Notes subject to such assignment,
Agent shall, if such Assignment and Acceptance has been completed, (i) accept
such Assignment and Acceptance, (ii) record the information contained therein in
the Register, and (iii) give prompt notice thereof to Borrower. Within five (5)
Business Days after Borrower's receipt of such notice, Borrower, at its own
expense, will execute and deliver to Agent in exchange for the surrendered
Notes, new Notes, to the order of such assignee in amounts corresponding to the
interest in the assigning Lender's rights and obligations under this Agreement
acquired by such assignee pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained an interest in such rights and obligations
hereunder, new Notes to the order of the assigning Lender in amounts
corresponding to such interest retained by it hereunder. Such Notes shall be in
an aggregate principal amount equal to the aggregate principal amount of such
surrendered Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of EXHIBITS 3.1.
Upon delivery of such new Notes, the surrendered Notes shall be canceled by
Agent and returned to Borrower.
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Each Lender may sell participations in all or any part of any Loans and
Letters of Credit made by it to another Person; PROVIDED, that (i) immediately
after giving effect to any participation, the aggregate amount of the
outstanding Commitment and Loans still held by the Lender granting the
participation for its own account shall in no event be less than $5,000,000 and
(ii) all amounts payable by Borrower hereunder shall be determined as if that
Lender had not sold such participation and the holder of any such participation
shall not be entitled to require such Lender to take or omit to take any action
hereunder except action directly affecting (a) any reduction in the principal
amount, interest rate or fees payable with respect to any Loan in which such
holder participates; (b) any extension of the final scheduled maturity date of
the principal amount of the Loans in which such holder participates; and (c) any
release of any Collateral (other than in accordance with the terms of this
Agreement or the Related Documents). Borrower hereby acknowledges and agrees
that any participation will give rise to a direct obligation of Borrower to the
participant, and the participant shall for purposes of SECTIONS 2.11 and 14.5 be
considered to be a Lender hereunder.
Except as otherwise provided in this SECTION 15.1 no Lender shall, as
between Borrower and that Lender, be relieved of any of its obligations
hereunder as a result of any sale, assignment, transfer or negotiation of, or
granting of participation in, all or any part of the Loans, the Notes or other
Liabilities owed to such Lender. Each Lender may furnish any information
concerning Borrower in the possession of that Lender from time to time to
assignees and participants (including prospective assignees and participants),
subject to such Lender's confidentiality obligations.
SECTION 15.2 AGENT.
15.2.1 APPOINTMENT OF AGENT.
(a) Each Lender hereby designates FSFP as Agent to act as herein
specified. Each Lender hereby irrevocably authorizes, and each holder of
any Note or participation in any Letter of Credit and LC Guaranty by the
acceptance of a Note or participation shall be deemed irrevocably to
authorize, Agent to take such action on its behalf under the provisions of
this Agreement and the Notes, the other Related Documents and any other
instruments and agreements referred to herein and to exercise such powers
and to perform such duties hereunder and thereunder as are specifically
delegated to or required of Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto. Agent shall hold all
Collateral and all payments of principal, interest, fees, charges and
expenses received pursuant to this Agreement or any other Related Documents
for the benefit of the Lenders to be distributed as provided herein. Agent
may perform any of its duties hereunder by or through its agents or
employees.
(b) The provisions of this SECTION 15.2 are solely for the benefit of
Agent and the Lenders, and Borrower shall not have any rights as a third
party beneficiary of any of the provisions hereof (other than
SUBSECTION 15.2.9) nor shall Borrower have any obligations under this
SECTION 15.2. In performing its functions and duties under this Agreement,
Agent shall act solely as agent of the Lenders and does not assume and
shall not be deemed to have assumed any obligation toward or relationship
of agency or trust with or for Borrower.
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15.2.2 NATURE OF DUTIES OF AGENT. Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement and the
other Related Documents. Neither Agent nor any of its officers, directors,
employees or agents shall be liable for any action taken or omitted by it
as such hereunder or in connection herewith, unless caused by its or their
own gross negligence or willful misconduct. The duties of Agent shall be
mechanical and administrative in nature; Agent shall not have by reason of
this Agreement or the other Related Documents a fiduciary relationship in
respect of any Lender; and nothing in this Agreement or the other Related
Documents, expressed or implied, is intended to or shall be so construed as
to impose upon Agent any obligations in respect of this Agreement or the
other Related Documents except as expressly set forth herein or therein.
15.2.3 LACK OF RELIANCE ON AGENT.
(a) Independently and without reliance upon Agent, each Lender, to
the extent it deems appropriate, has made and shall continue to make (i)
its own independent investigation of the financial or other condition and
affairs of Borrower in connection with the taking or not taking of any
action in connection herewith and (ii) its own appraisal of the
creditworthiness of Borrower, and, except as expressly provided in this
Agreement, Agent shall have no duty or responsibility, either initially or
on a continuing basis, to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before
the making of any Loan, Advance or issuance of any Letter of Credit or LC
Guaranty or at any time or times thereafter.
(b) Agent shall not be responsible to any Lender for any recitals,
statements, information, representations or warranties herein or in any
document, certificate or other writing delivered in connection herewith or
for the execution, effectiveness, genuineness, validity, enforceability,
collectibility, priority or sufficiency of this Agreement, the Notes or
other Related Documents or the financial or other condition of Borrower.
Agent shall not be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of
this Agreement, the Notes or any of the other Related Documents, or the
financial condition of Borrower, or the existence or possible existence of
any Unmatured Event of Default or Event of Default, unless specifically
requested to do so in writing by any Lender.
15.2.4 CERTAIN RIGHTS OF AGENT. Agent shall have the right to
request instructions from the Required Lenders at any time. If Agent shall
request instructions from the Required Lenders with respect to any act or
action (including the failure to act) in connection with this Agreement or
any of the other Related Documents, Agent shall be entitled to refrain from
such act or taking such action unless and until Agent shall have received
instructions from the Required Lenders, and Agent shall not incur liability
to any Person by reason of so refraining. Without limiting the foregoing,
no Lender shall have any right of action whatsoever against Agent as a
result of Agent acting or refraining from acting hereunder in accordance
with the instructions of the Required Lenders.
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15.2.5 RELIANCE BY AGENT. Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex, teletype or telecopier message,
cablegram, radiogram, order or other documentary, teletransmission or
telephone message believed by it to be genuine and correct and to have been
signed, sent or made by the proper person. Agent may consult with legal
counsel (including counsel for Borrower with respect to matters concerning
Borrower), independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken by it
in good faith in accordance with the advice of such counsel, accountants or
experts.
15.2.6 INDEMNIFICATION OF AGENT. To the extent that Agent is not
reimbursed and indemnified by Borrower, the Lenders will reimburse and
indemnify Agent for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses,
advances or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against Agent in any way relating to or
arising out of this Agreement or any of the Related Documents or any action
taken or omitted to be taken by Agent under this Agreement or the Related
Documents, in proportion to each Lender's Pro Rata Share, including,
without limitation, Agent Advances made pursuant to SECTION 15.3. The
obligations of the Lenders under this SECTION 15.2 shall survive the
payment in full of the Loans and the termination of this Agreement.
15.2.7 AGENT IN ITS INDIVIDUAL CAPACITY. With respect to its
obligation to lend under this Agreement, any Loans made by it and the Notes
issued to it, and its participation in Letters of Credit or LC Guaranty
issued hereunder, or its issuance as the Issuing Bank of any Letter of
Credit or LC Guaranty, Agent in its individual capacity shall have the same
rights and powers hereunder as any other Lender or holder of a Note or
participation interests or the Issuing Bank, as the case may be and may
exercise the same as though it was not performing the duties specified
herein; and the terms "Lenders," "Required Lenders," "holders of Notes," or
"Issuing Bank" or any similar terms shall, unless the context clearly
otherwise indicates, include Agent in its individual capacity. Agent in its
individual capacity may accept deposits from, lend money to, acquire equity
interests in, and generally engage in any kind of banking, trust, financial
advisory or other business with any Borrower or any Affiliate of any
Borrower as if it were not performing the duties specified herein, and may
accept fees and other consideration from any Borrower for services in
connection with this Agreement and otherwise without having to account for
the same to the Lenders.
15.2.8 HOLDERS OF NOTES. Agent may deem and treat the original
named payee of any Note as the owner thereof for all purposes hereof unless
and until a written notice of the assignment or transfer thereof shall have
been filed with Agent. Any request, authority or consent of any Person
who, at the time of making such request or giving such authority or
consent, is the holder of any Note, shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or
Notes issued in exchange therefor.
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15.2.9 SUCCESSOR AGENT.
(a) Agent may, upon five (5) Business Days' notice to the Lenders and
Borrower, resign at any time (effective upon the appointment of a successor
Agent pursuant to the provisions of this SECTION 15.2.9) by giving written
notice thereof to the Lenders and Borrower. Upon any such resignation, the
Required Lenders shall have the right, upon five (5) days' notice and
approval by Borrower (which approval shall not be unreasonably withheld),
to appoint a successor Agent. If no successor Agent (i) shall have been so
appointed by the Required Lenders, and (ii) shall have accepted such
appointment, within thirty (30) days after the retiring Agent's giving of
notice of resignation, then, upon five (5) days' notice, the retiring Agent
may, on behalf of the Lenders, appoint a successor Agent.
(b) Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Agent's resignation
hereunder as Agent, the provisions of this SECTION 15.2 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement.
15.2.10 COLLATERAL MATTERS.
(a) Each Lender authorizes and directs Agent to enter into any
Collateral Documents and other Related Documents for the benefit of the
Lenders. Each Lender hereby agrees, and each holder of any Note by the
acceptance thereof will be deemed to agree, that, except as otherwise set
forth herein, any action taken by the Required Lenders in accordance with
the provisions of this Agreement or the Related Documents and the exercise
by the Required Lenders of the powers set forth herein or therein, together
with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all of the Lenders. Agent is hereby authorized
on behalf of all of the Lenders, without the necessity of any notice to or
further consent from any Lender, from time to time, to take any action with
respect to any Collateral or Related Documents which may be necessary to
perfect and maintain perfected the security interest in and Liens upon the
Collateral granted pursuant to any of the Related Documents.
(b) The Lenders hereby authorize Agent to release any Lien granted to
or held by Agent upon any Collateral upon termination of this Agreement and
the Commitments and payment and satisfaction of all of the Liabilities at
any time arising under or in respect of this Agreement and the other
Related Documents or the transactions contemplated hereby or thereby. In
addition, the Lenders hereby authorize Agent to release any Lien granted to
or held by Agent upon any Collateral (i) constituting property being sold
or disposed of upon receipt of the proceeds of such sale by Agent if the
Borrower certifies to Agent that the sale or disposition is made in
compliance with this Agreement (and Agent may rely conclusively on any such
certificate, without further inquiry), or (ii) constituting Collateral with
a value as certified to Agent by the Borrower of less than $250,000 in the
aggregate in any Fiscal
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Year (and Agent may rely conclusively on any such certificate, without
further inquiry). Upon request by Agent at any time, the Lenders will
confirm in writing Agent's authority to release particular types or items
of Collateral pursuant to this SECTION 15.2.10.
(c) Upon the release of any Lien in accordance with
SECTION 15.2.10(B), and upon at least five (5) Business Days' prior written
request by the Borrower, Agent shall (and is hereby irrevocably authorized
by the Lenders to) execute such documents as may be necessary to evidence
the release of such Liens; PROVIDED, that (i) Agent shall not be required
to execute any such document on terms which, in Agent's reasonable opinion,
would expose Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or
warranty and (ii) such release shall not in any manner discharge, affect or
impair the Liabilities or any Liens upon (or obligations of the Borrower in
respect of) all interests retained by the Borrower, including (without
limitation) the proceeds of the sale, all of which shall continue to
constitute part of the Collateral. In the event of any sale or transfer of
Collateral, or any foreclosure with respect to any of the Collateral, Agent
shall be authorized to deduct all of the expenses reasonably incurred by
Agent from the proceeds of any such sale, transfer or foreclosure.
(d) Agent shall have no obligation whatsoever to the Lenders or to
any other Person to assure that the Collateral exists or is owned by the
Borrower or any other Person or is cared for, protected or insured or that
the Liens granted to Agent herein or pursuant hereto have been properly or
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise or to continue
exercising at all or in any manner or under any duty of care, disclosure or
fidelity any of the rights, authorities and powers granted or available to
Agent in this SECTION 15.2.10 or in any of the Related Documents, it being
understood and agreed that in respect of the Collateral, or any act,
omission or event related thereto, Agent may act in any manner it may deem
appropriate, in its sole discretion, given Agent's own interest in the
Collateral as one of the Lenders and that Agent shall have no duty or
liability whatsoever to the Lenders, except for its gross negligence or
willful misconduct.
15.2.11 ACTIONS WITH RESPECT TO DEFAULTS. In addition to Agent's
right to take actions on its own accord as permitted under this Agreement,
Agent shall take such action with respect to an Unmatured Event of Default
or Event of Default as shall be directed by the Required Lenders; PROVIDED,
that until Agent shall have received such directions, Agent may (but shall
not be obligated to) take such action, or refrain from taking such action,
with respect to such Unmatured Event of Default or Event of Default as it
shall deem advisable.
15.2.12 DELIVERY OF INFORMATION. Agent shall not be required to
deliver to any Lender originals or copies of any documents, instruments,
notices, communications or other information received by Agent from
Borrower, the Required Lenders, any Lender or any other Person under or in
connection with this Agreement or any other Related Document except (i) as
specifically provided in this Agreement or any other Related Document and
(ii) as specifically requested from time to time in writing by any Lender
with respect to a
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specific document, instrument, notice or other written communication
received by and in the possession of Agent at the time of receipt of such
request and then only in accordance with such specific request.
SECTION 15.3 DISBURSEMENT OF FUNDS. Agent may, on behalf of the Lenders,
make such disbursements and advances ("AGENT ADVANCES") pursuant to this
Agreement and the Related Documents which Agent, in its sole discretion, deems
necessary or desirable to preserve or protect the Collateral, or any portion
thereof, in order to enhance the likelihood of, or maximize the amount of,
repayment by Borrower, or any guarantor or other Person, of the Loans and other
Liabilities or to pay any other amount chargeable to Borrower pursuant to the
terms of this Agreement, including, without limitation, costs, fees and expenses
as described in SECTION 14.4. Agent Advances shall be repayable on demand and
be secured by the Collateral. Agent Advances shall constitute Revolving Loans
and shall otherwise constitute Liabilities to pay principal hereunder and shall
bear interest at the rate applicable to the Revolving Loans. Agent shall notify
each Lender in writing of each such Agent Advance, which notice shall include a
description of the purpose of such Agent Advance. Without limitation of any of
its obligations under this Agreement, each Lender agrees that it shall make
available to Agent, upon Agent's demand, in immediately available funds, an
amount equal to such Lender's Pro Rata Share of each such Agent Advance. If
such funds are not made available to Agent by such Lender within one (1)
Business Day after Agent's demand therefor, Agent will be entitled to recover
any such amount from such Lender together with interest thereon at the Federal
Funds Rate for each day during the period commencing on the date of such demand
and ending on the date such amount is received. Each Lender shall reimburse
Agent on demand for all Loans disbursed on its behalf by Agent, or if Agent so
requests, each Lender will remit to Agent its Pro Rata Share of any Loan before
Agent disburses same to Borrower. If any Lender fails to pay the amount of its
Pro Rata Share forthwith upon Agent's demand, Agent shall promptly notify
Borrower, and Borrower shall immediately repay such amount to Agent. Nothing in
this SECTION 15.4 shall be deemed to require Agent to advance funds on behalf of
any Lender or to relieve any Lender from its obligation to fulfill its
Commitments hereunder or to prejudice any rights that Borrower may have against
any Lender as a result of any default by such Lender hereunder.
SECTION 15.4 AGENT'S DISCRETION. In the event Borrower is unable to
comply with (i) the Borrowing Base limitations applicable to it set forth in
SECTION 2 or (ii) the conditions precedent to the making of a Revolving Loan,
the Lenders authorize Agent, in its sole discretion, to make Revolving Loans
(and Lenders shall fund their Pro Rata Share of such Revolving Loans upon the
request of Agent) (such Revolving Loans are collectively referred to as
"INTERIM REVOLVING LOANS") for a period commencing on the date Agent first
receives a request for an Interim Revolving Loan until the earlier of (i) the
30th day after such date, or (ii) the date Borrower is again able to comply with
the Borrowing Base limitations applicable to it and the conditions precedent to
the making of Revolving Loans set forth in SECTIONS 2 and 12 hereof, or obtains
an amendment or waiver with respect thereto (such period, in each case, is
referred to as the "INTERIM REVOLVING LOAN PERIOD"). Agent shall not, in any
event, make any Interim Revolving Loan if at such time the amount of such
Interim Revolving Loan when added to the then aggregate outstanding principal
amount of other Interim Revolving Loans made to all Borrowers would exceed 10%
of the amount of the Revolving Commitment; PROVIDED, that nothing in this
SECTION 15.4 shall limit
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the Agent's right to Agent may make Agent's Advances; PROVIDED FURTHER that,
after giving effect to any Interim Revolving Loan, the aggregate outstanding
principal amount of the Total Revolving and L/C Exposure shall not exceed the
aggregate Commitments. All Interim Revolving Loans shall be Prime Rate Loans.
An Interim Revolving Loan shall cease to be an Interim Revolving Loan (and shall
be deemed to be an Advance consisting of Revolving Loans) if the unsatisfied
conditions giving rise to such Interim Revolving Loan shall thereafter be
satisfied or the events which cause such Loan to be an Interim Revolving Loan
shall thereafter cease to exist. The provisions of this SECTION 15.4 are solely
for the benefit of Agent and the Lenders, and Borrower shall not have any rights
as a third-party beneficiary of any of the provisions hereof.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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Delivered at Chicago, Illinois, as of the day and year first above written.
PLATINUM ENTERTAINMENT, INC.,
as Borrower
By: /s/ Douglas Laux
----------------------------------------
Name Printed: Douglas Laux
------------------------------
Its: Chief Financial Officer
Address: 2001 Butterfield Road
Suite 1400
Downers Grove, Illinois 60515
Attention: Douglas C. Laux
Telecopy: (630) 769-0333
Telephone: (630) 769-0049
COMMITMENTS: FIRST SOURCE FINANCIAL LLP,
individually and as Agent
Revolving Commitment: $35,000,000 By: First Source Financial, Inc.
Its: Manager
By: /s/ Gregory R. Cooper
-----------------------------------------
Name Printed: Gregory R. Cooper
-------------------------------
Its: Sr. Vice President
----------------------------------------
2850 West Golf Road - Fifth Floor
Rolling Meadows, Illinois 60008
Attention: Contract Administration
Telecopy: (847) 734-7910, 7911
Telephone: (847) 734-2000
AGGREGATE COMMITMENTS:
Revolving Commitment: $35,000,000
S-1
<PAGE>
EXHIBIT 1.2
BORROWING BASE CERTIFICATE
The undersigned, __________________, as the _________________ of
______________, a ____________________ corporation ("Corporation"), hereby
certifies to First Source Financial LLP ("Lender") as follows:
A. I am the duly elected and acting ____________ of the Corporation,
and, as such, I am duly authorized and empowered to deliver this Certificate
in connection with that certain Secured Credit Agreement dated as of
____________, 1998, by and among the Corporation and Lender (as amended,
modified or supplemented from time to time, the "Credit Agreement";
capitalized terms used by not defined herein shall have the same meaning as
in the Credit Agreement).
B. As of _________________, the Borrowing Base of the Corporation is as
follows:
<TABLE>
<CAPTION>
Date Report# Period Covered to
<S> <C> <C>
1 Gross A/R
Less:
Atlanta
Delinquent
Credit memo reclass from current to > 90
Credit balances over 30 days
Credit bal over 30 adjustment
Taint
Foreign
Government ________________________
2.
Chicago
Delinquent
Foreign
3. ________________________
4. Sub-total eligible A/R (Line 1 minus Line 2 minus Line 3)
5. 29% reserve (Line 4 minus Line 5)
6. Net eligible A/R (Line 4 minus Line 5)
7. A/R availability (Line 6 x .80)
<PAGE>
Inventory-PTET Atlanta
Inventory-PTET Chicago
Inventory-HOB ________________________
8.
Ineligibles:
Slow moving
Off-site
Packaging
PGD
PGD-HOB ________________________
9.
10. Eligible inventory (Line 8 - Line 9)
11. Inventory availability (Line 10 x .50)
12. Asset availability of Recording Library
13. Total availability (Lines 7 + 11 + 12)
14. Loan Balance
15. Excess availability (Line 13 minus Line 14)
</TABLE>
C. Pursuant to, and in accordance with, the terms and provisions of the
Credit Agreement, Borrower is executing and delivering to Lender this
Borrowing Base Certificate accompanied by support (collectively referred to
as "Report"), and Borrower warrants and represents to Lender that this is
correct and based on information contained in Borrower's own financial
accounting records. Borrower, by the delivery of this Report, hereby
ratifies, confirms and affirms all of the terms, conditions and provisions of
the Credit Agreement, and certifies on this _____ day of _________ 1998 that
no Unmatured Event of Default or Event of Default has occurred.
IN WITNESS WHEREOF, I have hereunto set my hands this _____ day of
_________, 1998.
<PAGE>
EXHIBIT 2.3(b)
NOTICE OF LIBOR ACTIVITY
TO: First Source Financial, Inc., as Servicer
2850 West Golf Road
5th Floor
Rolling Meadows, IL 60008
ATTN: Contract Administration
RE: LIBOR Activity
We refer to that certain Secured Credit Agreement, dated as of ___,
1998 (as amended, restated, supplemented or otherwise modified from
time to time, the "SECURED CREDIT AGREEMENT") by and between
Platinum Entertainment, Inc. ("Borrower"), and First Source
Financial LLP, as Lender. Capitalized terms used but not otherwise
defined herein are used herein as defined in the Secured Credit
Agreement.
Pursuant to Section 2.3 and/or 4.5 of the Secured Credit Agreement,
Borrower hereby requests Lender to make the Loan indicated below
(collectively, the "REQUESTED LIBOR ACTIVITY"):
Please circle relevant transactions/activities
and complete requested information
---------------------------------------------
LIBOR CREATE:
Effective Date: ____________________________
Terms [months] (circle one) 1 3 6
Amount: [minimum $100,000 in increments of $100,000]
LIBOR MATURING: (circle one) Conversion to Continuation (Rollover)
Prime Rate to New Libor Rate
Original Date: ____________
Original Amount: ________________
Affected Tranche: (circle one) Working Capital SRTL Loan Term Loan
Effective Date: _________________
<PAGE>
Terms [months] (circle one) 1 3 6
Amount: _________________ [minimum $100,000 in increments of $100,000]
Affected Tranche: (circle one) Working Capital SRTL Loan Term Loan
Comments: ______________________________________________________________________
________________________________________________________________________________
______________________________________________________________________________ .
To induce Lender to effect the Requested LIBOR Activity, Borrower hereby
represents and warrants to Lenders that:
(a) No Event of Default or Unmatured Event of Default has occurred and is
continuing, or has resulted or will result from such Requested LIBOR
Activity.
(b) The warranties contained in the Secured Credit Agreement and in the
Related Documents are true and correct in all material respects as of
the date hereof, with the same effect as though made on the date
hereof
(f) All conditions to the making of such Requested LIBOR Activity as set
forth in the Secured Credit Agreement and the Related Documents have
been satisfied.
Dated this _______ day of _________, ___________.
By:_________________________________________
Print Name:_________________________________
Its:________________________________________
2
<PAGE>
SCHEDULE __
FOR FSFI USE ONLY
Rate set for ______________________ month LIBOR
Please be advised that the rate set for the LIBOR effective __________
(date) for _____________, _____________ (tranche) has been set as follows:
LIBOR Rate: _______________
*Spread: _______________
All in Rate: _______________
Effective: _______________
Maturity Date: _______________
Total Principal: _______________
<PAGE>
EXHIBIT 3.1
FORM OF
REVOLVING NOTE
$35,000,000 July 31, 1998
Chicago, Illinois
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the
order of First Source Financial LLP ("LENDER") in lawful money of the United
States of America and in immediately available funds at the principal office of
LaSalle National Bank in Chicago, Illinois or such other place as the holder of
this Note may from time to time designate the principal amount of THIRTY FIVE
MILLION Dollars ($35,000,000) or, if less, the aggregate unpaid principal amount
of all Revolving Loans made to the undersigned pursuant to the Secured Credit
Agreement hereinafter referred to (as shown in the records of Lender or, at
Lender's option, on the schedule attached hereto and any continuation thereof).
The undersigned further promises to pay interest on the unpaid principal
amount of each Revolving Loan from the date of such Revolving Loan until such
Revolving Loan is paid in full, payable at such rate(s) and at such time(s), as
provided in the Secured Credit Agreement hereinafter referred to.
This Note evidences indebtedness incurred under, and is entitled to the
benefits of, that certain Secured Credit Agreement, dated as of July 31, 1998
(as amended, modified or supplemented from time to time herein called the
"SECURED CREDIT AGREEMENT"), among Platinum Entertainment, Inc., a Delaware
corporation, the undersigned, certain financial institutions (the undersigned
and such financial institutions being referred to herein collectively as the
"LENDERS") and First Source Financial LLP, as agent for the Lenders, to which
reference is hereby made for a statement of the terms and provisions under which
this Note and the Revolving Loans evidenced hereby were made and are to be
repaid, including provisions as to when it may be paid prior to its due date or
its due date accelerated. Capitalized terms used but not otherwise defined
herein are used herein as defined in the Secured Credit Agreement to the extent
defined therein.
If a payment hereunder becomes due and payable hereunder other than on a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day, and interest shall be payable thereon during such extension at the
applicable rate specified above. Checks, drafts or similar items of payment
received by the Lender shall not constitute payment, but credit therefor shall,
solely for the purpose of computing interest earned by the Lender, be given in
accordance with the Secured Credit Agreement. In no contingency or event
whatsoever shall interest charged hereunder, however such interest may be
characterized or computed, exceed the highest rate permissible under any law
which a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. In the event that such a court determines that the Lender
has received
<PAGE>
interest hereunder in excess of the highest rate applicable hereto, such excess
shall be applied in accordance with the terms of the Loan Agreement.
This Note is secured pursuant to the Collateral Documents, and is entitled
to the benefits thereof and reference is made thereto for a statement of terms
and provisions under which this Note is secured.
In addition to and not in limitation of the foregoing and the provisions of
the Secured Credit Agreement, the undersigned further agrees, subject only to
any limitation imposed by applicable law, to pay all costs and expenses,
including reasonable attorneys' fees and legal expenses, incurred by the holder
of this Note in endeavoring to collect any amounts payable hereunder which are
not paid when due, whether by acceleration or otherwise.
Whenever in this Note reference is made to Lender or the undersigned, such
reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns. The provisions of this Note shall be binding
upon and shall inure to the benefit of said successors and assigns; provided the
undersigned shall have no right to delegate any of its duties hereunder.
The undersigned, and all endorsers and other persons obligated hereon,
hereby waive presentment, demand, protest, notice of demand, notice of protest
and notice of nonpayment and agree to pay all costs of collection, including
reasonable attorneys' fees and expenses.
This Note is made under and governed by the laws of the State of Illinois
without regard to conflict of laws principles.
PLATINUM ENTERTAINMENT, INC.
By:________________________________________
Name Printed:______________________________
Its:_______________________________________
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Schedule Attached to Revolving Note dated as of July 31, 1998 of
______________________________ and ______________________________
Amount of Amount of Unpaid
Loan Loan Principal Notation
Date Advance Repayment Balance Made By
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<PAGE>
EXHIBIT 9.8.1
FORM OF SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of July 31, 1998 between PLATINUM
ENTERTAINMENT, INC., a Delaware corporation ("GRANTOR") and FIRST SOURCE
FINANCIAL LLP, an Illinois registered limited liability partnership, as agent,
for its benefit and the benefit of Lenders (in such capacity, "AGENT").
W I T N E S S E T H:
WHEREAS, Grantor, Agent and the Persons from time to time designated
as Lenders thereunder ("LENDERS") have entered into that certain Secured Credit
Agreement dated as of the date hereof (including all annexes, exhibits and
schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the "CREDIT AGREEMENT"), providing for the extension of
loans and other financial accommodations from Lenders to Grantor;
WHEREAS, in connection with the making of the loans and other
extensions of credit under the Credit Agreement and as security for the
obligations of Grantor under the Credit Agreement, Lenders and Agent are
requiring that Grantor shall have executed and delivered this Security Agreement
and granted the security interests contemplated hereby; and
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise
defined herein have the meanings given to them in the Credit Agreement. All
other undefined terms contained in this Security Agreement, unless the context
indicates otherwise, have the meanings provided for by the Code to the extent
the same are used or defined therein.
2. GRANT OF LIEN.
(a) To secure the prompt and complete payment, performance and
observance of all of the Liabilities, Grantor hereby grants, assigns, conveys,
mortgages, pledges, hypothecates and transfers to Agent, for its benefit and the
benefit of Lenders, a Lien upon all of its right, title and interest in, to and
under the following property, whether now owned by or owing to, or hereafter
acquired by or arising in favor of Grantor (including under any trade names,
styles or derivations thereof), and whether owned or consigned by or to, or
leased from or to, Grantor, and regardless of where located (all of which being
hereinafter collectively referred to as the "COLLATERAL"):
(i) all Accounts;
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(ii) all Chattel Paper;
(iii) all Contracts;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all goods;
(x) all Inventory;
(xi) all Investment Property;
(xii) All Bank Accounts, and all other deposit and other bank
accounts and all deposits therein;
(xiii) all money, cash or cash equivalents of Grantor; and
(xiv) to the extent not otherwise included, all Proceeds and
products of the foregoing and all accessions to, substitutions and replacements
for, and rents and profits of, each of the foregoing.
(b) In addition, to secure the prompt and complete payment,
performance and observance of the Liabilities and in order to induce Lenders as
aforesaid, Grantor hereby grants to Agent, a right of setoff against the
property of Grantor held by Agent, consisting of property described above in
SECTION 2(a) now or hereafter in the possession or custody of or in transit to
Agent, for any purpose, including safekeeping, collection or pledge, for the
account of Grantor, or as to which such Grantor may have any right or power.
3. AGENT'S RIGHTS; LIMITATIONS ON AGENT'S OBLIGATIONS.
(a) It is expressly agreed by Grantor that, anything herein to the
contrary notwithstanding, Grantor shall remain liable under each of its
Contracts to observe and perform all the conditions and obligations to be
observed and performed by it thereunder. Agent shall not have any obligation
or liability under any Contract by reason of or arising out of this Security
Agreement or the granting herein of a Lien thereon or the receipt by Agent of
any payment relating to any
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Contract pursuant hereto. Agent shall not be required or obligated in any
manner to perform or fulfill any of the obligations of Grantor under or pursuant
to any Contract, or to make any payment, or to make any inquiry as to the nature
or the sufficiency of any payment received by it or the sufficiency of any
performance by any party under any Contract, or to present or file any claims,
or to take any action to collect or enforce any performance or the payment of
any amounts which may have been assigned to it or to which it may be entitled at
any time or times.
(b) Agent may, in its sole discretion, at any time after an Event of
Default shall have occurred and be continuing, without prior notice to Grantor,
notify Account Debtors, parties to the Contracts and obligors in respect of
Instruments and Chattel Paper, that the Accounts and the right, title and
interest of Grantor in and under such Contracts, Instruments and Chattel Paper
have been assigned to Agent, for the benefit of Lenders, and that payments shall
be made directly to Agent.
(c) Agent may at any time in the name of Grantor, or during the
pendency of an Event of Default, in Agent's name, communicate with Account
Debtors, parties to Contracts, obligors in respect of Instruments and obligors
in respect of Chattel Paper to verify with such Persons, to Agent's
satisfaction, the existence, amount and terms of any such Accounts, Contracts,
Instruments or Chattel Paper. If an Event of Default shall have occurred and be
continuing, Grantor, at its own expense, shall cause the independent certified
public accountants then engaged by Grantor to prepare and deliver to Agent at
any time and from time to time promptly upon Agent's request the following
reports with respect to Grantor: (i) a reconciliation of all Accounts; (ii) an
aging of all Accounts; (iii) trial balances; and (iv) a test verification of
such Accounts as Agent may request. Grantor, at its own expense, shall deliver
to Agent the results of each physical verification, if any, which Grantor may
in its discretion have made, or caused any other Person to have made on its
behalf, of all or any portion of its Inventory.
4. REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants
that:
(a) Grantor is the sole owner of each item of the Collateral upon
which it purports to grant a Lien hereunder, and has good and marketable title
thereto free and clear of any and all Liens other than Permitted Liens.
(b) No effective security agreement, financing statement, equivalent
security or Lien instrument or continuation statement covering all or any part
of the Collateral is on file or of record in any public office, except such as
may have been filed (i) by Grantor in favor of Agent pursuant to this Security
Agreement or the other Related Documents, and (ii) in connection with any other
Permitted Liens.
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(c) This Security Agreement is effective to create a valid and
continuing Lien on and, upon the filing of the appropriate financing statements
listed on SCHEDULE I hereto, a perfected Lien in favor of Agent, on the
Collateral with respect to which a Lien may be perfected by filing pursuant to
the Code. Such Lien is prior to all other Liens, except Permitted Liens that
would be prior to Liens in favor of Agent as a matter of law, and is enforceable
as such as against any and all creditors of and purchasers from Grantor (other
than purchasers of Inventory in the ordinary course of business). All action by
Grantor necessary or desirable to protect and perfect such Lien on each item of
the Collateral has been duly taken.
(d) SCHEDULE II hereto lists all Instruments and Chattel Paper of
Grantor. All action by Grantor necessary or desirable to protect and perfect
the Lien of Agent on each item set forth on SCHEDULE II (including the delivery
of all originals thereof to Agent and the legending of all Chattel Paper as
required by SECTION 5(b) hereof) has been duly taken. The Lien of Agent, on the
Collateral listed on SCHEDULE II hereto is prior to all other Liens, except
Permitted Liens that would be prior to the Liens in favor of Agent as a matter
of law, and is enforceable as such against any and all creditors of and
purchasers from Grantor.
(e) Grantor's chief executive office, principal place of business,
corporate offices, all warehouses and premises where Collateral is stored or
located, and the locations of all of its books and records concerning the
Collateral are set forth on SCHEDULE III hereto.
(f) With respect to the Accounts, except as specifically disclosed in
the most recent Borrowing Base Certificate delivered to Agent: (i) they
represent bona fide sales of Inventory or rendering of services to Account
Debtors in the ordinary course of Grantor's business and are not evidenced by a
judgment, Instrument or Chattel Paper; (ii) there are no setoffs, claims or
disputes existing or asserted with respect thereto and Grantor has not made any
agreement with any Account Debtor for any extension of time for the payment
thereof, any compromise or settlement for less than the full amount thereof, any
release of any Account Debtor from liability therefor, or any deduction
therefrom except a discount or allowance allowed by Grantor in the ordinary
course of its business for prompt payment and disclosed to Agent; (iii) to
Grantor's knowledge, there are no facts, events or occurrences which in any way
impair the validity or enforceability thereof or could reasonably be expected to
reduce the amount payable thereunder as shown on Grantor's books and records and
any invoices, statements and Borrowing Base Certificates delivered to Agent with
respect thereto; (iv) Grantor has not received any notice of proceedings or
actions which are threatened or pending against any Account Debtor which might
result in any adverse change in such Account Debtor's financial condition; and
(v) Grantor has no knowledge that any Account Debtor is unable generally to pay
its debts as they become due. Further with respect to the Accounts (x) the
amounts shown on all invoices, statements and Borrowing Base Certificates which
may be delivered to Agent with respect thereto are actually and absolutely owing
to Grantor as indicated thereon and are not in any way contingent; (y) no
payments have been or shall be made thereon except payments immediately
delivered to the applicable Bank Accounts or Agent as required pursuant to the
terms of the Credit Agreement; and (z) to Grantor's knowledge, all Account
Debtors have the capacity to contract.
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<PAGE>
(g) With respect to any Inventory scheduled or listed on the most
recent Borrowing Base Certificate delivered to Agent pursuant to the terms of
this Security Agreement or the Credit Agreement, (i) such Inventory is located
at one of the Grantor's locations set forth on SCHEDULE III hereto (ii) no
Inventory is now, or shall at any time or times hereafter be stored at any other
location without Agent's prior consent, and if Agent gives such consent, Grantor
will concurrently therewith obtain, to the extent required by the Credit
Agreement, bailee, landlord and mortgagee agreements, (iii) Grantor has good,
indefeasible and merchantable title to such Inventory and such Inventory is not
subject to any Lien or security interest or document whatsoever except for the
Lien granted to Agent, and except for Permitted Liens, (iv) except as
specifically disclosed in the most recent Borrowing Base Certificate delivered
to Agent, such Inventory is Eligible Inventory of good and merchantable quality,
free from any defects, (v) such Inventory is not subject to any licensing,
patent, royalty, trademark, trade name or copyright agreements with any third
parties which would require any consent of any third party upon sale or
disposition of that Inventory or the payment of any monies to any third party as
a precondition of such sale or other disposition, and (vi) the completion of
manufacture, sale or other disposition of such Inventory by Agent following an
Event of Default shall not require the consent of any Person and shall not
constitute a breach or default under any contract or agreement to which Grantor
is a party or to which such property is subject.
5. COVENANTS. Grantor covenants and agrees with Agent that from and
after the date of this Security Agreement and until the Termination Date:
(a) FURTHER ASSURANCES; PLEDGE OF INSTRUMENTS. At any time and from
time to time, upon the written request of Agent and at the sole expense of
Grantor, Grantor shall promptly and duly execute and deliver any and all such
further instruments and documents and take such further actions as Agent may
deem desirable to obtain the full benefits of this Security Agreement and of the
rights and powers herein granted, including (i) using its best efforts to secure
all consents and approvals necessary or appropriate for the assignment to or for
the benefit of Agent of any Contract held by Grantor or in which Grantor has any
rights not heretofore assigned, (ii) filing any financing or continuation
statements under the Code with respect to the Liens granted hereunder or under
any other Related Document, (iii) transferring Collateral to Agent's possession
(for the benefit of Agent and Lenders) if such Collateral consists of Chattel
Paper, Instruments or if a Lien on such Collateral can be perfected only by
possession, or if requested by Agent, and (iv) obtaining, or using its best
efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees
in accordance with the Credit Agreement. Grantor also hereby authorizes Agent
to file any such financing or continuation statements without the signature of
Grantor to the extent permitted by applicable law. If any amount payable under
or in connection with any of the Collateral is or shall become evidenced by any
Instrument, such Instrument, other than checks and notes received in the
ordinary course of business, shall be duly endorsed in a manner satisfactory to
Agent immediately upon Grantor's receipt thereof.
(b) MAINTENANCE OF RECORDS. Grantor shall keep and maintain, at its
own cost and expense, satisfactory and complete records of the Collateral,
including a record of any and all
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payments received and any and all credits granted with respect to the Collateral
and all other dealings with the Collateral. Grantor shall mark its books and
records pertaining to the Collateral to evidence this Security Agreement and the
Liens granted hereby. All Chattel Paper shall be marked with the following
legend: "This writing and the obligations evidenced or secured hereby are
subject to the security interest of First Source Financial LLP, as Agent."
(c) [Intentionally left blank.]
(d) INDEMNIFICATION. In any suit, proceeding or action brought by
Agent relating to any Account, Chattel Paper, Contract, Document, General
Intangible or Instrument for any sum owing thereunder or to enforce any
provision of any Account, Chattel Paper, Contract, Document, General Intangible
or Instrument, Grantor will save, indemnify and keep agent harmless from and
against all expense (including reasonable attorneys' fees and expenses), loss or
damage suffered by reason of any defense, setoff, counterclaim, recoupment or
reduction of liability whatsoever of the obligor thereunder, arising out of a
breach by Grantor of any obligation thereunder or arising out of any other
agreement, indebtedness or liability at any time owing to, or in favor of, such
obligor or its successors from Grantor, except in the case of Agent, to the
extent such expense, loss, or damage is attributable solely to the gross
negligence or willful misconduct of Agent as finally determined by a court of
competent jurisdiction. All such obligations of Grantor shall be and remain
enforceable against and only against Grantor and shall not be enforceable
against Agent.
(e) COMPLIANCE WITH TERMS OF ACCOUNTS, ETC. In all material
respects, Grantor will perform and comply with all obligations in respect of its
Accounts, Chattel Paper and Contracts and all other agreements to which it is a
party or by which it is bound relating to the Collateral.
(f) LIMITATION ON LIENS ON COLLATERAL. Grantor will not create,
permit or suffer to exist, and Grantor will defend the Collateral against, and
take such other action as is necessary to remove, any Lien on the Collateral
except Permitted Liens, and will defend the right, title and interest of Agent
in and to any of Grantor's rights under the Collateral against the claims and
demands of all Persons whomsoever.
(g) LIMITATIONS ON DISPOSITION. Grantor will not sell, lease,
transfer or otherwise dispose of any of the Collateral, or attempt or contract
to do so, except as permitted by the Credit Agreement.
(h) FURTHER IDENTIFICATION OF COLLATERAL. Except as otherwise
provided in the Credit Agreement, Grantor will, if so requested by Agent,
furnish to Agent, as often as Agent requests, statements and schedules further
identifying and describing the Collateral and such other reports in connection
with the Collateral as Agent may reasonably request, all in such detail as Agent
may specify.
(i) NOTICES. Grantor will advise Agent promptly, in reasonable
detail, (i) of any Lien (other than Permitted Liens) or claim made or asserted
against any of the Collateral, and (ii) of
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the occurrence of any other event which would have a material adverse effect on
the aggregate value of the Collateral or on the Liens created hereunder or under
any other Related Document.
6. AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT.
On the Closing Date Grantor shall execute and deliver to Agent a power
of attorney (the "POWER OF ATTORNEY") substantially in the form attached hereto
as EXHIBIT A. The power of attorney granted pursuant to the Power of Attorney
is a power coupled with an interest and shall be irrevocable until the
Termination Date. The powers conferred on Agent under the Power of Attorney are
solely to protect Agent's interests in the Collateral and shall not impose any
duty upon Agent to exercise any such powers. Agent agrees that (a) it shall not
exercise any power or authority granted under the Power of Attorney unless an
Event of Default has occurred and is continuing, and (b) Agent shall account for
any moneys received by Agent in respect of any foreclosure on or disposition of
Collateral pursuant to the Power of Attorney provided that Agent shall not have
any duty as to any Collateral, and Agent shall be accountable only for amounts
that it actually receive as a result of the exercise of such powers. NEITHER
AGENT NOR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTOR FOR ANY ACT OR FAILURE TO ACT
UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES
ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE,
EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
7. REMEDIES; RIGHTS UPON DEFAULT.
(a) In addition to all other rights and remedies granted to it under
this Security Agreement, the Credit Agreement, the other Related Documents and
under any other instrument or agreement securing, evidencing or relating to any
of the Liabilities, if any Event of Default shall have occurred and be
continuing, Agent may exercise all rights and remedies of a secured party under
the Code. Without limiting the generality of the foregoing, Grantor expressly
agrees that in any such event Agent, without demand of performance or other
demand, advertisement or notice of any kind (except the notice specified below
of time and place of public or private sale) to or upon Grantor or any other
Person (all and each of which demands, advertisements and notices are hereby
expressly waived to the maximum extent permitted by the Code and other
applicable law), may forthwith enter upon the premises of Grantor where any
Collateral is located through self-help, without judicial process, without first
obtaining a final judgment or giving Grantor or any other Person notice and
opportunity for a hearing on Agent's claim or action and may collect, receive,
assemble, process, appropriate and realize upon the Collateral, or any part
thereof, and may forthwith sell, lease, assign, give an option or options to
purchase, or sell or otherwise dispose of and deliver said Collateral (or
contract to do so), or any part thereof, in one or more parcels at a public or
private sale or sales, at any exchange at such prices as it may deem acceptable,
for cash or on credit or for future delivery without assumption of any credit
risk. Agent shall have the right upon any such
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public sale or sales and, to the extent permitted by law, upon any such private
sale or sales, to purchase for the benefit of Agent, the whole or any part of
said Collateral so sold, free of any right or equity of redemption, which equity
of redemption Grantor hereby releases. Such sales may be adjourned and
continued from time to time with or without notice. Agent shall have the right
to conduct such sales on Grantor's premises or elsewhere and shall have the
right to use Grantor's premises without charge for such time or times as Agent
deems necessary or advisable.
Grantor further agrees, at Agent's request, to assemble the Collateral
and make it available to Agent at places which Agent shall select, whether at
Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease,
or other disposition of Collateral, Agent shall have the right to hold or use
Collateral, or any part thereof, to the extent that it deems appropriate for the
purpose of preserving Collateral or its value or for any other purpose deemed
appropriate by Agent. Agent shall have no obligation to Grantor to maintain or
preserve the rights of Grantor as against third parties with respect to
Collateral while Collateral is in the possession of Agent. Agent may, if it so
elects, seek the appointment of a receiver or keeper to take possession of
Collateral and to enforce any of Agent's remedies, with respect to such
appointment without prior notice or hearing as to such appointment. Agent shall
apply the net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale to the Liabilities as provided in the Credit Agreement, and
only after so paying over such net proceeds, and after the payment by Agent of
any other amount required by any provision of law, need Agent account for the
surplus, if any, to Grantor. To the maximum extent permitted by applicable law,
Grantor waives all claims, damages, and demands against Agent arising out of the
repossession, retention or sale of the Collateral except such as arise solely
out of the gross negligence or willful misconduct of Agent as finally determined
by a court of competent jurisdiction. Grantor agrees that ten (10) days prior
notice by Agent of the time and place of any public sale or of the time after
which a private sale may take place is reasonable notification of such matters.
Grantor shall remain liable for any deficiency if the proceeds of any sale or
disposition of the Collateral are insufficient to pay all Liabilities, including
any attorneys' fees and other expenses incurred by Agent to collect such
deficiency.
(b) Except as otherwise specifically provided herein, Grantor hereby
waives presentment, demand, protest or any notice (to the maximum extent
permitted by applicable law) of any kind in connection with this Security
Agreement or any Collateral.
8. GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL. For
the purpose of enabling Agent to exercise rights and remedies under SECTION 7
hereof (including, without limiting the terms of SECTION 7 hereof, in order to
take possession of, hold, preserve, process, assemble, prepare for sale, market
for sale, sell or otherwise dispose of Collateral) at such time as Agent shall
be lawfully entitled to exercise such rights and remedies, Grantor hereby grants
to Agent, an irrevocable, non-exclusive license (exercisable without payment of
royalty or other compensation to Grantor) to use, license or sublicense any
Intellectual Property now owned or hereafter acquired by Grantor, and wherever
the same may be located, and including in such license access to all media in
which any of the licensed items may be recorded or stored and to all computer
software and programs used for the compilation or printout thereof.
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9. LIMITATION ON AGENT'S DUTY IN RESPECT OF COLLATERAL. Agent shall
use reasonable care with respect to the Collateral in its possession or under
its control. Agent shall not have any other duty as to any Collateral in its
possession or control or in the possession or control of any agent or nominee of
Agent, or any income thereon or as to the preservation of rights against prior
parties or any other rights pertaining thereto.
10. REINSTATEMENT. This Security Agreement shall remain in full
force and effect and continue to be effective should any petition be filed by or
against Grantor for liquidation or reorganization, should Grantor become
insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for all or any significant part of
Grantor's assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Liabilities, or any
part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or
must otherwise be restored or returned by any obligee of the Liabilities,
whether as a "voidable preference," "fraudulent conveyance," or otherwise, all
as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the
Liabilities shall be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.
11. NOTICES. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by any other party, or whenever any of the parties desires to give and
serve upon any other party any communication with respect to this Security
Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and shall be given in the manner, and
deemed received, as provided for in the Credit Agreement.
12. SEVERABILITY. Whenever possible, each provision of this Security
Agreement shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision of this Security Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or the remaining provisions of this Security
Agreement. This Security Agreement is to be read, construed and applied
together with the Credit Agreement and the other Related Documents which, taken
together, set forth the complete understanding and agreement of Agent, Lenders
and Grantor with respect to the matters referred to herein and therein.
13. NO WAIVER; CUMULATIVE REMEDIES. Agent shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
Agent and then only to the extent therein set forth. A waiver by Agent of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which Agent would otherwise have had on any future occasion.
No failure to exercise nor any delay in exercising on the part of Agent, any
right, power or privilege hereunder, shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege hereunder
preclude any other or future exercise thereof or the exercise
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of any other right, power or privilege. The rights and remedies hereunder
provided are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights and remedies provided by law. None of the terms or
provisions of this Security Agreement may be waived, altered, modified or
amended except by an instrument in writing, duly executed by Agent and Grantor.
14. LIMITATION BY LAW. All rights, remedies and powers provided in
this Security Agreement may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the provisions
of this Security Agreement are intended to be subject to all applicable
mandatory provisions of law that may be controlling and to be limited to the
extent necessary so that they shall not render this Security Agreement invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.
15. TERMINATION OF THIS SECURITY AGREEMENT. Subject to SECTION 10
hereof, this Security Agreement shall terminate on the date (the "TERMINATION
DATE") of the expiration or termination of the Commitments and the payment and
performance in full of the Notes and all other Liabilities (other than unmatured
Liabilities for which no claim has been asserted).
16. SUCCESSORS AND ASSIGNS. This Security Agreement and all
obligations of Grantor hereunder shall be binding upon the successors and
assigns of Grantor (including any debtor-in-possession on behalf of Grantor) and
shall, together with the rights and remedies of Agent, hereunder, inure to the
benefit of Agent, all future holders of any instrument evidencing any of the
Liabilities and their respective successors and assigns. No sales of
participations, other sales, assignments, transfers or other dispositions of any
agreement governing or instrument evidencing the Liabilities or any portion
thereof or interest therein shall in any manner affect the Lien granted to Agent
hereunder. Grantor may not assign, sell, hypothecate or otherwise transfer any
interest in or obligation under this Security Agreement.
17. COUNTERPARTS. This Security Agreement may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one agreement.
18. GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF
THE RELATED DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. GRANTOR
HEREBY CONSENTS AND AGREES
-10-
<PAGE>
THAT THE STATE OR FEDERAL COURTS LOCATED IN COOK COUNTY, CITY OF CHICAGO,
ILLINOIS, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
DISPUTES BETWEEN GRANTOR AND AGENT PERTAINING TO THIS SECURITY AGREEMENT OR ANY
OF THE OTHER RELATED DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO
THIS SECURITY AGREEMENT OR ANY OF THE OTHER RELATED DOCUMENTS, PROVIDED, THAT
AGENT AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF COOK COUNTY, CITY OF CHICAGO, ILLINOIS, AND,
PROVIDED, FURTHER, NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
LIABILITIES, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT.
GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND GRANTOR HEREBY WAIVES ANY
OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL
OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. GRANTOR HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN
ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO GRANTOR
AT THE ADDRESS SET FORTH BELOW ITS SIGNATURE TO THE CREDIT AGREEMENT AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT
THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE
PREPAID.
19. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION
WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
DISPUTES ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING
SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE
BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN AGENT AND
GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS
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<PAGE>
SECURITY AGREEMENT OR ANY OF THE OTHER RELATED DOCUMENTS OR THE TRANSACTIONS
RELATED HERETO OR THERETO.
20. SECTION TITLES. The Section titles contained in this Security
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
21. NO STRICT CONSTRUCTION. The parties hereto have participated
jointly in the negotiation and drafting of this Security Agreement. In the
event an ambiguity or question of intent or interpretation arises, this Security
Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Security Agreement.
22. ADVICE OF COUNSEL. Each of the parties represents to each other
party hereto that it has discussed this Security Agreement and, specifically,
the provisions of SECTION 18 and SECTION 19, with its counsel.
23. BENEFIT OF AGENT AND LENDERS. All Liens granted or contemplated
hereby shall be for the benefit of Agent and Lenders, and all proceeds or
payments realized from Collateral in accordance herewith shall be applied to the
Liabilities in accordance with the terms of the Credit Agreement.
[signature page follows]
-12-
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Security Agreement to be executed and delivered by its duly authorized officer
as of the date first set forth above.
GRANTOR
PLATINUM ENTERTAINMENT, INC.,
a Delaware corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
AGENT:
FIRST SOURCE FINANCIAL LLP, as Agent
By: First Source Financial, Inc.
Its: Manager
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
<PAGE>
SCHEDULE I
to
SECURITY AGREEMENT
FILING JURISDICTIONS
STATE OF ILLINOIS
STATE OF MASSACHUSETTS
STATE OF MINNESOTA
STATE OF TEXAS
STATE OF TENNESSEE
FULTON COUNTY, GEORGIA
<PAGE>
SCHEDULE II
to
SECURITY AGREEMENT
INSTRUMENTS
[TO BE COMPLETED BY GRANTOR]
<PAGE>
SCHEDULE III
to
SECURITY AGREEMENT
SCHEDULE OF OFFICES, LOCATIONS OF COLLATERAL
AND RECORDS CONCERNING GRANTOR'S COLLATERAL
I. Chief Executive Office and Principal Place of Business:
II. Corporate Offices:
III. Warehouses:
IV. Other Premises at which Collateral is Stored or Located:
V. Locations of Records Concerning Collateral:
[TO BE COMPLETED BY GRANTOR]
<PAGE>
SCHEDULE IV
to
SECURITY AGREEMENT
PATENTS, TRADEMARKS AND COPYRIGHTS
[TO BE COMPLETED BY GRANTOR]
<PAGE>
EXHIBIT A
to
SECURITY AGREEMENT
POWER OF ATTORNEY
This Power of Attorney is executed and delivered by Platinum
Entertainment, Inc., a Delaware corporation ("GRANTOR") to First Source
Financial LLP, an Illinois registered limited liability partnership
(hereinafter referred to as "ATTORNEY"), as Agent, under a Secured Credit
Agreement and a Security Agreement, both dated as of July 31, 1998, and other
related documents (the "LOAN DOCUMENTS"). No person to whom this Power of
Attorney is presented, as authority for Attorney to take any action or actions
contemplated hereby, shall be required to inquire into or seek confirmation from
Grantor as to the authority of Attorney to take any action described below, or
as to the existence of or fulfillment of any condition to this Power of
Attorney, which is intended to grant to Attorney unconditionally the authority
to take and perform the actions contemplated herein, and Grantor irrevocable
waives any right to commence any suit or action, in law or equity, against any
person or entity which acts in reliance upon or acknowledges the authority
granted under this Power of Attorney. The power of attorney granted hereby is
coupled with an interest, and may not be revoked or canceled by Grantor without
Attorney's written consent.
Grantor hereby irrevocably constitutes and appoints Attorney (and all
officers, employees or agents designated by Attorney), with full power of
substitution, as Grantor's true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of Grantor and in the
name of Grantor or in its own name, from time to time in Attorney's discretion,
to take any and all appropriate action and to execute and deliver any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes of the Loan Documents and, without limiting the generality of the
foregoing, Grantor hereby grants to Attorney the power and right, on behalf of
Grantor, without notice to or assent by Grantor, and at any time, to do the
following: (a) change the mailing address of Grantor, open a post office box on
behalf of Grantor, open mail for Grantor, and ask, demand, collect, give
acquittances and receipts for, take possession of, endorse any invoices, freight
or express bills, bills of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications, and notices in connection with any property
of Grantor; (b) effect any repairs to any asset of Grantor, or continue or
obtain any insurance and pay all or any part of the premiums therefor and costs
thereof, and make, settle and adjust all claims under such policies of
insurance, and make all determinations and decisions with respect to such
policies; pay or discharge any taxes, liens, security interests, or other
encumbrances levied or placed on or threatened against Grantor or its property;
(c) file or prosecute any claim, litigation, suit or proceeding in any court of
competent jurisdiction or before any arbitrator, or take any other action
otherwise deemed appropriate by Attorney for the purpose of collecting any and
all such moneys due to Grantor whenever payable and to enforce any other right
in respect of Grantor's property; (d) communicate in its own name with any party
to any Contract with regard to the assignment of the right, title and interest
of such Grantor in and under the Contracts and other matters relating thereto;
<PAGE>
and (e) execute, in connection with any sale provided for in any Loan Document,
any endorsements, assignments or other instruments of conveyance or transfer
with respect to the Collateral and to otherwise direct such sale or resale, all
as though Attorney were the absolute owner of the property of Grantor for all
purposes, and to do, at Attorney's option and Grantor's expense, at any time or
from time to time, all acts and other things that Attorney reasonably deems
necessary to perfect, preserve, or realize upon Grantor's property or assets and
Attorney's Liens thereon, all as fully and effectively as Grantor might do.
Grantor hereby ratifies, to the extent permitted by law, all that said Attorney
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney is executed by
Grantor, and Grantor has caused its seal to be affixed pursuant to the authority
of its board of directors this 31st day of July, 1998.
ATTEST:
By: (SEAL)
--------------------------------
Title:
-----------------------------
<PAGE>
EXHIBIT 9.8.2
FORM OF PLEDGE AGREEMENT
This PLEDGE AGREEMENT ("PLEDGE AGREEMENT") is made as of this 31st day
of July, 1998 between PLATINUM ENTERTAINMENT, INC., a Delaware corporation
("PLEDGOR"), and FIRST SOURCE FINANCIAL LLP, as agent, for its benefit and the
benefit of the Lenders (in such capacity, "AGENT").
WHEREAS, Pledgor is the legal and beneficial owner of 100% of the
issued and outstanding capital Stock described on EXHIBIT 1 hereto issued by the
corporations named therein;
WHEREAS, Pledgor, Agent and the Persons from time to time designated
as lenders thereunder ("LENDERS") have entered into that certain Secured Credit
Agreement dated as of the date hereof (as amended, supplemented, restated or
otherwise modified from time to time, the "CREDIT AGREEMENT") providing for the
extension of loans and other financial accommodations from Lenders to Pledgor;
WHEREAS, in connection with the making of the loans and other
extensions of credit under the Credit Agreement and as security for the
obligations of Pledgor under the Credit Agreement, Lenders and Agent are
requiring that Pledgor shall have executed and delivered this Pledge Agreement
and granted the security interests contemplated hereby; and
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgor hereby agrees with Agent as follows:
1. DEFINED TERMS. As used in this Pledge Agreement,
"PLEDGED COLLATERAL" means the Pledged Stock and the Stock Rights,
including the proceeds of each.
"PLEDGED STOCK" means the respective shares of capital stock described
on EXHIBIT 1 hereto, together with the certificates or other instruments or
securities representing such shares.
"SECURED OBLIGATIONS" shall have the meaning assigned to such term in
SECTION 2 hereof.
"STOCK RIGHTS" means any stock (including, without limitation,
securities entered on the books of any financial intermediaries), any dividend
or other distribution and any other right or property which Pledgor shall
receive or shall become entitled to receive for any reason whatsoever with
respect to, in substitution for or in exchange for any shares of the Pledged
Stock and any stock,
<PAGE>
any right to receive stock and any right to receive earnings, in which Pledgor
now has or hereafter acquires any right, issued by the issuer of the Pledged
Stock.
The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. In addition, unless otherwise
defined herein, all defined terms herein shall have the respective meanings
ascribed thereto in the Credit Agreement as in effect on the date hereof.
2. PLEDGE. To secure all indebtedness, liabilities and obligations
of Pledgor now or hereafter existing under this Pledge Agreement and under the
Credit Agreement (collectively, the "SECURED OBLIGATIONS") Pledgor hereby
delivers to Agent and hereby pledges, assigns, transfers and grants to Agent a
first Lien on the Pledged Collateral. All of the Pledged Stock, together with
undated stock powers duly executed in blank by Pledgor, are being delivered to
Agent simultaneously herewith.
3. REPRESENTATIONS AND WARRANTIES OF PLEDGOR. Pledgor represents
and warrants to Agent that:
3.1 EXISTENCE AND STANDING. Pledgor is duly existing and in good
standing under the laws of jurisdiction of its formation and is duly qualified
and in good standing in each jurisdiction where, because of the nature of its
activities or properties, such qualification is required or where the failure to
so qualify could have a Material Adverse Effect.
3.2 AUTHORIZATION, VALIDITY AND ENFORCEABILITY. Pledgor has full
power, authority and legal right to execute this Pledge Agreement and to pledge
the Pledged Collateral to Agent. The execution and delivery by Pledgor of this
Pledge Agreement have been duly authorized by all necessary corporate action and
this Pledge Agreement constitutes a legal, valid and binding obligation of
Pledgor enforceable against Pledgor in accordance with its terms, creates a
security interest which is enforceable against Pledgor in the Pledged Collateral
and will create a security interest enforceable against Pledgor in the Stock
Rights and the proceeds of the Pledged Stock and the Stock Rights at the time
Pledgor acquires any right therein, in each such case subject to bankruptcy,
insolvency, liquidation, reorganization and other laws of general application
affecting the rights and remedies of creditors.
3.3 CONFLICTING LAWS AND CONTRACTS. Neither the execution and
delivery by Pledgor of this Pledge Agreement, nor the creation and perfection of
the Lien on the Pledged Collateral granted hereunder, nor compliance with the
terms and provisions hereof violates or will violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on Pledgor or
Pledgor's Certificate of Incorporation or By-laws or the provisions of any
material indenture, instrument or agreement to which Pledgor is a party or is
subject, or by which it, or its property, is bound, or conflict with or
constitute a default thereunder, or result in the creation or imposition of any
Lien pursuant to the terms of any such indenture, instrument or agreement.
-2-
<PAGE>
3.4 OWNERSHIP OF PLEDGED STOCK. Pledgor is the direct legal and
beneficial owner of the Pledged Stock, and such Pledged Stock represents 100% of
the issued and outstanding stock of its issuer.
3.5 OTHER AGREEMENTS. Pledgor has not performed any act or executed
any instrument, agreement or other document that might prevent or hinder Agent
from obtaining and enjoying fully and completely all of the benefits, rights and
powers conferred, or sought to be conferred, upon Agent by this Pledge
Agreement.
3.6 ISSUANCE OF PLEDGED STOCK. Each share of the Pledged Stock has
been duly and validly issued, is fully paid and non-assessable and is owned by
Pledgor free and clear of any Lien other than the Lien created by this Pledge
Agreement.
3.7 CONSENTS. No consent, approval or authorization of, notice to,
designation or filing with, or other action by, any Person is required in
connection with the execution, delivery and performance of the pledge and Lien
granted under this Pledge Agreement by Pledgor, or in connection with the
exercise of remedies with respect to the Pledged Collateral pursuant to this
Pledge Agreement.
3.8 PRIORITY. The pledge, assignment and delivery of the Pledged
Collateral pursuant to this Pledge Agreement creates a valid first perfected
Lien on Pledgor's interest in such Pledged Collateral and the proceeds thereof
in favor of Agent, subject to no prior Lien of any other Person.
4. COVENANTS. From the date of this Pledge Agreement until the
Pledge Agreement is terminated pursuant to SECTION 7.13:
4.1 Pledgor shall:
4.1.1 DELIVERY OF CERTAIN ITEMS. Except as otherwise permitted
by the Credit Agreement, hold in trust for Agent and deliver forthwith (and
without any necessity for any request or demand by Agent) to Agent, in the
exact form received, with the endorsement of Pledgor when necessary and/or
appropriate instruments of transfer, assignment or endorsement as
applicable, duly executed in blank, any additional stock certificates,
cash, checks, draft, remittances, documents, promissory notes, instruments,
debt securities or other proceeds evidencing or constituting Pledged
Collateral, whether as an addition to, in substitution for, or in exchange
for any of the Pledged Collateral, or otherwise. In case any property
shall be distributed upon or with respect to any Pledged Collateral
pursuant to the recapitalization or reclassification of the capital of the
issuer thereof or pursuant to the reorganization thereof, except as
otherwise permitted by the Credit Agreement, the property so distributed
shall be delivered to Agent to be held by it as additional collateral
security for the Secured Obligations. Except as otherwise permitted by the
Credit Agreement, all sums of money and property so paid or distributed in
respect of any Pledged Collateral which are
-3-
<PAGE>
received by Pledgor shall, until paid or delivered to Agent in accordance
with the terms hereof, be held by Pledgor in trust as additional collateral
security for the Secured Obligations.
4.1.2 TAXES. Pay when due all taxes, assessments and
governmental charges and levies upon the Pledged Collateral, except those
being contested in good faith by appropriate proceedings and with respect
to which no Lien exists.
4.1.3 NOTICE OF DEFAULT. In accordance with the provisions of
Section 11.1(h) of the Credit Agreement, give prompt notice in writing to
Agent of the occurrence of any Unmatured Event of Default or Event of
Default and of any other development, financial or otherwise, which could
reasonably be expected to materially adversely affect the value of the
Pledged Collateral or the ability of Pledgor to perform the Secured
Obligations.
4.1.4 STOCK POWERS AND OTHER ACTIONS. Execute and deliver to
Agent all stock powers, assignments, financing statements, endorsements,
instruments and other documents and take all further action, at the expense
of Pledgor, from time to time requested by Agent in order to perfect or
maintain a first perfected Lien on the Pledged Collateral in favor of Agent
or to enable Agent to exercise and enforce its rights and remedies
hereunder with respect to the Pledged Collateral or to effect a transfer of
the Pledged Collateral, or any part thereof. All instruments representing
or evidencing the Pledged Collateral shall be delivered to and held by
Agent pursuant hereto and shall be in suitable form for transfer or
assignment in blank, all in form and substance satisfactory to Agent.
4.1.5 REPORTS. Furnish to Agent such reports relating to the
Pledged Collateral as Agent shall from time to time may reasonably request.
4.1.6 DEFENSE OF COLLATERAL. Defend for the benefit of Agent,
Agent's right, title and Lien acquired by this Pledge Agreement in and to
the Pledged Collateral and the proceeds thereof against the claims and
demands of all other Persons except by, through or under Agent.
4.2 Pledgor shall not:
4.2.1 LIENS. Create, incur, or suffer to exist any Lien on the
Pledged Collateral except the Lien created by this Pledge Agreement or
perform any act or execute any instrument that might prevent or hinder
Agent from obtaining and enjoying, fully and completely, all of the
benefits, rights and privileges conferred or sought to be conferred upon
Agent by this Pledge Agreement.
4.2.2 DISPOSITION OF COLLATERAL. Except as otherwise provided
in the Credit Agreement, sell or otherwise dispose of all or any part of
the Pledged Collateral.
-4-
<PAGE>
4.2.3 CHANGES IN CAPITAL STRUCTURE OF ISSUER. Except as
otherwise provided in the Credit Agreement, (a) permit or suffer any issuer
of the Pledged Stock to dissolve, liquidate, retire any of its capital
stock, reduce its capital or merge or consolidate with any other Person, or
(b) vote any of the Pledged Stock or Stock Rights in favor of any of the
foregoing.
4.2.4 ISSUANCE OF ADDITIONAL STOCK. Permit or suffer the issuer
of the Pledged Stock to issue any stock, any right to receive stock or any
right to receive earnings, except to Pledgor.
5. REMEDIES.
5.1 ACCELERATION AND REMEDIES. If any Event of Default has occurred
and is continuing, then, upon the election of Agent, the Secured Obligations
shall immediately become due and payable without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, and Agent may (a)
exercise all rights set forth in SECTION 7.3 and (b) exercise any or all of the
rights and remedies provided (i) in this Pledge Agreement, (ii) in the Code to a
secured party when a debtor is in default under a security agreement and (iii)
by any other applicable law or agreement.
5.2 FORECLOSURE SALES. (a) Without limiting the provisions of
SECTION 5.1, Agent may, following the occurrence and during the continuance of
an Event of Default, without notice except as specified below, and to the extent
permitted under applicable law, sell the Pledged Collateral or any part thereof
in one or more transactions at public or private sale, for cash or property and
at such price or prices and upon such other terms as Agent may deem commercially
reasonable, irrespective of the impact of any of such sales on the value of any
of the Pledged Collateral. To the extent permitted under applicable law, Agent
may be the purchaser of any or all of the Pledged Collateral at any such sale.
Each purchaser at any such sale shall hold the property sold absolutely free
from any claim or right on the part of Pledgor, and Pledgor hereby waives (to
the extent permitted by law) all rights of redemption, stay and/or appraisal
which it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. Agent shall not be obligated to make
any sale with respect to the Pledged Collateral regardless of a notice of sale
having been given. Agent may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned.
(b) Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended (the "SECURITIES ACT"), and
applicable state securities laws, Agent may be unable to effect a public sale or
disposition of any or all of the securities included within the Pledged
Collateral but may be compelled to resort to one or more private sales or
dispositions thereof to a restricted group of purchasers who will agree, among
other things, to acquire the Pledged Collateral for their own account, for
investment and not with a view to the distribution or resale thereof. Pledgor
acknowledges that any sales under such restrictions may be at prices and on
terms
-5-
<PAGE>
less favorable than those obtainable through a sale without such restrictions
(including, without limitation, a public offering made pursuant to a
registration statement under the Securities Act), and notwithstanding such
circumstances, agrees that any sale under such restrictions shall be deemed to
have been made in a commercially reasonable manner and that Agent shall have no
obligation to engage in sales without such restrictions and no obligation to
delay the sale of any securities included within the Pledged Collateral for the
period of time necessary to permit the issuer thereof to register it for a form
of public sale requiring registration under the Securities Act or under
applicable state securities laws, even if Pledgor would agree to do so.
6. WAIVERS, AMENDMENTS AND REMEDIES. No course of dealing between
Agent and Pledgor and no delay or omission of Agent to exercise any right,
power, privilege or remedy granted under this Pledge Agreement, the Credit
Agreement or any other Related Document or any collateral document or guaranty
related thereto shall impair such right or remedy or be construed to be a waiver
of any Event of Default or an acquiescence therein, and any single or partial
exercise of any such right or remedy shall not preclude other or further
exercise thereof or the exercise of any other right, power, privilege or remedy,
and no waiver, amendment or other variation of the terms, conditions or
provisions of this Pledge Agreement whatsoever shall be valid unless in writing
signed by Agent, and then only to the extent in such writing specifically set
forth. All rights, power, privilege and remedies contained in this Pledge
Agreement shall be cumulative, are in addition to such other rights, power,
privileges and remedies Agent may have by law or otherwise and shall be
available to Agent until the Secured Obligations have been paid in full.
7. GENERAL PROVISIONS.
7.1 SPECIAL COLLATERAL ACCOUNT. All cash received by Agent with
respect to the Pledged Collateral pursuant to SECTION 4.1.1 or upon the exercise
of the remedies provided for in SECTION 5.1, shall be deposited into a special
collateral account with Agent and shall be held by Agent as security for the
Secured Obligations. Pledgor shall have no control whatsoever over said special
collateral account. Agent shall apply any part of the credit balance in said
special collateral account to the payment of the Secured Obligations, whether or
not any of them shall be then due.
7.2 APPLICATION OF PROCEEDS. All cash, property or other proceeds
received by Agent pursuant to the enforcement of this Pledge Agreement, the
Credit Agreement or any other Related Document or any collateral document or
guaranty related to any of the foregoing after acceleration of the Secured
Obligations shall be distributed in the manner set forth in the Credit
Agreement.
7.3 EXERCISE OF RIGHTS IN PLEDGED COLLATERAL. After the occurrence
and during the continuance of an Event of Default, Agent or its nominee may, but
shall not be obligated to, at any time and from time to time, without notice to
Pledgor, exercise all voting and corporate rights relating to the Pledged
Collateral including, without limitation, exchange, subscription or any other
rights, privileges, or options pertaining to any shares of the Pledged Stock and
the Stock Rights, as if it were the absolute owner thereof. Upon the occurrence
and during the continuance of an Event
-6-
<PAGE>
of Default, in the event that Pledgor, as record and beneficial owner of the
Pledged Stock, shall receive or shall become entitled to receive, any cash
dividends or other distributions, Pledgor shall deliver to Agent, and Agent
shall be entitled to receive and retain, all such cash or other distributions.
At all times when no Event of Default has occurred and is continuing, Pledgor
shall be entitled to vote its Pledged Stock and otherwise exercise the incidents
of ownership of the Pledged Stock.
7.4 NOTICE OF DISPOSITION OF COLLATERAL. Notice of the time and
place of any public sale or the time after which any private sale or other
disposition of all or any part of the Pledged Collateral may be made shall be
reasonable if sent to Pledgor, addressed as set forth in SECTION 8, at least ten
days prior to any such public sale or the time after which any such private sale
or other disposition may be made.
7.5 POSSESSION OF COLLATERAL. Beyond the exercise of reasonable care
to assure the safe custody of the Pledged Collateral in the physical possession
of Agent pursuant hereto, neither Agent nor any nominee of Agent, shall have any
duty or liability to collect any sums due in respect thereof or to protect,
preserve or exercise any rights pertaining thereto, and shall be relieved of all
responsibility for the Pledged Collateral upon surrendering it to Pledgor.
7.6 SPECIFIC PERFORMANCE OF CERTAIN COVENANTS. Pledgor acknowledges
and agrees that a breach of any of the covenants contained in SECTIONS 4.1.1,
4.1.4, 4.1.6, 4.2.2, 4.2.3 or 4.2.4 will cause irreparable injury to Agent and
that Agent has no adequate remedy at law in respect of such breaches and
therefore agrees, without limiting the right of Agent to seek and obtain
specific performance of other obligations of Pledgor contained in this Pledge
Agreement, that the covenants of Pledgor contained in the Sections referred to
in this SECTION 7.6 shall be specifically enforceable against Pledgor.
7.7 DEFINITION OF CERTAIN TERMS. Terms defined in the Code which are
not otherwise defined in this Pledge Agreement are used in this Pledge Agreement
as defined in the Code as in effect on the date hereof.
7.8 BENEFIT OF AGREEMENT. The terms and provisions of this Pledge
Agreement shall be binding upon and inure to the benefit of Agent and Pledgor
and their respective successors and assigns, except that Pledgor shall not have
the right to assign its rights or obligations under this Pledge Agreement or any
interest herein.
7.9 SURVIVAL OF REPRESENTATIONS. All representations and warranties
of Pledgor contained in this Pledge Agreement shall survive the execution and
delivery of this Pledge Agreement.
7.10 TAXES AND EXPENSES. Pledgor will upon demand pay to Agent (a)
any taxes (excluding income taxes, franchise taxes or other taxes levied on
gross earnings, profits or the like) payable or ruled payable by any Federal or
State authority in respect of this Pledge Agreement,
-7-
<PAGE>
together with interest and penalties, if any, and (b) all reasonable expenses,
including the reasonable fees and expenses of counsel for Agent and of any
experts and agents that Agent may incur in connection with (i) the
administration of this Pledge Agreement, (ii) the custody or preservation of, or
the sale of, collection from, or other realization upon, any of the Pledged
Collateral, (iii) the exercise or enforcement of any of the rights of Agent
hereunder, or (iv) the failure of Pledgor to perform or observe any of the
provisions hereof.
7.11 CHOICE OF LAW. THIS PLEDGE AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS)
OF THE STATE OF ILLINOIS.
7.12 HEADINGS. The title of and section headings in this Pledge
Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the terms and provisions of this Pledge Agreement.
7.13 TERMINATION. This Pledge Agreement shall continue in effect
until no Secured Obligations (other than unmatured Secured Obligations for which
no claim has been asserted) shall be outstanding.
7.14 SEVERABILITY. The provisions of this Pledge Agreement are
severable and if any clause or provision thereof shall be held invalid or
unenforceable in whole or in part, then such invalidity or unenforceability
shall attach only to such clause or provision, or part thereof, and shall not in
any manner affect such clause or provision in any other jurisdiction or any
other clause or provision in this Pledge Agreement or any jurisdiction.
7.15 ATTORNEY-IN-FACT. Pledgor hereby irrevocably appoints Agent as
Pledgor's attorney-in-fact, with full authority in the place and stead of
Pledgor and in the name of Pledgor or otherwise, from time to time in Collateral
Agent's discretion reasonably exercised, to take any action and to execute any
instrument that Agent deems reasonably necessary or advisable to accomplish the
purposes of this Pledge Agreement, including, without limitation, to receive,
endorse and collect all instruments made payable to Pledgor representing any
dividend, principal, interest payment or other proceeds or distribution in
respect of the Pledged Collateral or any part thereof and to give full discharge
for the same, when and to the extent permitted by this Pledge Agreement.
7.16 INCORPORATION BY REFERENCE. The security interests granted
hereunder are granted in conjunction with the security interests granted to
Agent, for the benefit of Lenders, pursuant to the Credit Agreement. Pledgor
hereby acknowledges and affirms that the rights and remedies of Agent with
respect to the Pledged Collateral made and granted hereunder are more fully set
forth in the Credit Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein.
8. NOTICES. Except as otherwise expressly provided herein, any
notice required or desired to be served, given or delivered hereunder shall be
in writing, and shall be deemed to have
-8-
<PAGE>
been validly served, given or delivered five (5) days after deposit in the
United States mails (by certified mail, return receipt requested), with proper
postage prepaid, or upon delivery by courier or upon transmission by telex,
telecopy or similar electronic medium to the following addresses:
(i) If to Agent, at:
First Source Financial LLP
2850 West Golf Road - Fifth Floor
Rolling Meadows, Illinois 60008
Attn: Contract Administration
Telecopy No.: (847) 734-7910, 7911
(ii) If to Pledgor at:
Platinum Entertainment, Inc.
2001 Butterfield Road
Suite 1400
Downers Grove, Illinois 60515
Attn: Douglas C. Laux
Telecopy No.: (630) 769-0049
With a copy to:
Katten, Muchin & Zavis
525 W. Monroe
Suite 1600
Chicago, Illinois 60661
Attn: Matthew S. Brown
Telecopy No.: (312) 902-1061
or to such other address as each Person designates to the other in the manner
herein prescribed.
9. WAIVERS. Pledgor waives presentment and demand for payment of
any of the Secured Obligations, protest and notice of dishonor or default with
respect to any of the Secured Obligations, and all other notices to which
Pledgor might otherwise be entitled, except as otherwise expressly provided
herein.
10. COUNTERPARTS. This Pledge Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Pledge Agreement
by signing any such counterpart.
-9-
<PAGE>
[SIGNATURE PAGE FOLLOWS]
-10-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be duly executed and delivered by their duly authorized officers on
the date first above written.
PLATINUM ENTERTAINMENT, INC.
By: _______________________________
Name: _______________________________
Title: _______________________________
ACCEPTED AS OF THE DATE
FIRST SET FORTH ABOVE:
FIRST SOURCE FINANCIAL LLP,
as Agent
By: First Source Financial, Inc.
Its: Manager
By: ____________________________
Name:____________________________
Title:___________________________
[S-1]
<PAGE>
EXHIBIT 1
PLEDGED STOCK
Issuer Certificate No (s). Number of Shares
- ------ ------------------- ----------------
<PAGE>
EXHIBIT 11.1 (e)
FORM OF COMPLIANCE CERTIFICATE
TO: First Source Financial LLP, as Agent
c/o First Source Financial, Inc.
2850 W. Golf Road, 5th Road
Rolling Meadows, IL 60008
Attention:______________________
We refer to the Secured Credit Agreement, dated as of July 31, 1998
(herein, as further amended or modified, the "Secured Credit Agreement"), among
Platinum Entertainment, Inc., a Delaware corporation ("Borrower"), First Source
Financial LLP, an Illinois registered limited liability partnership (in its
individual capacity, "FSFP") for itself, as a Lender, and as agent for all other
Lenders (in such capacity "Agent") and the Lenders named therein. Capitalized
terms used but not elsewhere defined herein shall have the respective meanings
ascribed in such terms in the Secured Credit Agreement. Section references used
herein refer to such Section in the Secured Credit Agreement.
Borrower hereby certifies and warrants to you that the following is a true
and correct computation as of ___________, ____ (the "Computation Date") of the
following ratios and/or financial restrictions contained in SECTION 11 for the
periods shown:
I. SECTION 11.33(a) - MINIMUM NET WORTH
Period Covered (Computation Period):
As of _________________, _____
A. Consolidated Shareholder's Equity
(or any like caption) as determined
in accordance with GAAP. $______________
B. Minimum New Worth required under
SECTION 11.33(a): $______________
II. SECTION 11.33(b) - MINIMUM INTEREST COVERAGE RATIO
Period Covered (Computation Period):
As of ___________, _____
1
<PAGE>
A. EBITDA for such period $______________
B. Interest Expense $______________
C. Interest Coverage Ratio ______________
Minimum Interest Coverage Ratio
shown for relevant period in column
captioned "RATIO" in SECTION
11.33(b): ______________
III. SECTION 11.33(c) - GROSS CAPITAL EXPENDITURES
[Period Ending on December 31, 1998]
[Fiscal Year ending ____________, ____]
A. Gross Capital Expenditures
incurred during such Period. $______________
B. Maximum Gross Capital Expenditures
shown for Period under SECTION 11.33(c): $______________
IV. SECTION 11.21 - INDEBTEDNESS
Fiscal Year ending _________, ____
A. Purchase Money Indebtedness $______________
B. Capitalized Lease Obligations $______________
C. Total Purchase Money Indebtedness and
Capitalized Lease Obligations permitted
under SECTION 11.21 $______________
Borrower hereby further certifies and warrants to you that no Event of
Default or Unmatured Event of Default has occurred and is continuing.
2
<PAGE>
IN WITNESS WHEREOF, Borrower has caused this Certificate to be executed and
delivered by its duly authorized officer this ___ day of _________, ____.
PLATINUM ENTERTAINMENT, INC.
By: _______________________________________
Print Name: ________________________________
Title: _____________________________________
3
<PAGE>
EXHIBIT 11.1(m)
to
SECURED CREDIT AGREEMENT
FORM OF MONTHLY REPORT CERTIFICATE
The undersigned, being the [chief executive officer] [the chief
financial officer] of Platinum Entertainment, Inc. (the "Borrower"), hereby
certifies on behalf of the Borrower that the attached Monthly Report is true and
correct and in compliance with Section 11.1(m) of that certain Secured Credit
Agreement dated as of July 31, 1998 (the "Agreement"), among the Borrower, the
Lenders named therein, and First Source Financial LLP, as Agent and Lender, and
all of the warranties and representations of the Borrower made in the aforesaid
Agreement are correct and complete with respect to the matters which are the
subject of the attached Monthly Report, except as expressly set forth therein.
PLATINUM ENTERTAINMENT, INC.
By:__________________________________________
Name:_______________________________________
Title:________________________________________
<PAGE>
EXHIBIT 12.2(c)-1
BORROWING CERTIFICATE
To: First Source Financial LLP
c/o First Source Financial, Inc.
2850 West Golf Road - Fifth Floor
Rolling Meadows, Illinois 60008
Attention: Contract Administration
We refer to that certain Secured Credit Agreement, dated as of July 31,
1998 (as amended, restated, supplemented or otherwise modified from time to
time, the "Secured Credit Agreement"), by and among PLATINUM ENTERTAINMENT, INC.
("Borrower"), the Lenders named therein and FIRST SOURCE FINANCIAL LLP as Agent
("Agent"). Capitalized terms used but not otherwise defined herein are used
herein as defined in the Secured Credit Agreement.
Pursuant to SECTION 12.3.3 of the Secured Credit Agreement, Borrower hereby
confirms that on each day listed on the Detail Loan Statement attached hereto
for the period from and including ___________, 199__ to and including
______________, 199__, Borrower requested Agent to make Loan(s) ("Requested
Loan(s)") to Borrower in the aggregate principal amount set forth opposite such
day on the Detail Loan Statement.
To induce Agent to make the Requested Loan(s) Borrower hereby represents
and warrants to Agent that:
(a) No Event of Default or Unmatured Event of Default has occurred and
is continuing, or has resulted or will result from the making of
any Requested Loan.
(b) The representations and warranties contained in SECTION 10 of the
Secured Credit Agreement and in the Related Documents are true and
correct in all material respects as of the date hereof, with the
same effect as though made on the date hereof.
(c) No material adverse change has occurred and no notice of
prospective material adverse change has been received with respect
to insurance maintained by Borrower.
(d) Since the Closing Date, no material adverse change has occurred in
the financial condition, operations, assets, business or prospects
of Borrower.
(e) Except as disclosed in the schedules attached hereto (i) no claims,
litigation (including, without limitation, derivative actions),
arbitration, governmental proceeding, investigation or inquiry not
disclosed in writing by Borrower to Agent
<PAGE>
prior to the date of the last previous Loan, is pending or known to
be threatened against Borrower, (ii) no development not so
disclosed has occurred in any claim, litigation (including, without
limitation, derivative actions), arbitration, governmental
proceeding, investigation or inquiry so disclosed, and (iii) no
event, condition or development shall have occurred or developed at
any time (whether before or after the making of the last previous
Loan), which (in the case of each of the foregoing clauses (i)
through (iii)) has singly or in the aggregate affected or could
reasonably be expected to affect materially and adversely the
financial condition, operations, assets, business or prospects of
Borrower or the ability of Borrower to perform its respective
obligations in connection with the Secured Credit Agreement and the
Related Documents.
(f) All conditions to the making of the Requested Loan(s) as set forth
in the Secured Credit Agreement and the Related Documents have been
satisfied.
Dated this _____ day of ______________, 199__.
By:
-------------------------------------
Name Printed:
---------------------------
Title:
----------------------------------
2
<PAGE>
EXHIBIT 12.2(c)-2
LC GUARANTY REQUEST
First Source Financial LLP
c/o First Source Financial, Inc.
2850 West Golf Road
5th Floor
Rolling Meadows, IL 60008
Attention: Contract Administration
Ladies and Gentlemen:
We refer to the Secured Credit Agreement dated as of July 31, 1998 (as from
time to time amended, modified or supplemented, the "Secured Credit Agreement"),
between Platinum Entertainment, Inc., and First Source Financial LLP, an
Illinois registered limited liability partnership. Capitalized terms used but
not elsewhere defined herein shall have the respective meanings ascribed to such
terms in the Secured Credit Agreement.
Pursuant to SECTION 12.2 of the Secured Credit Agreement, Borrower hereby
requests that on _________, _____ Lender execute an LC Guaranty pursuant to the
terms of the Secured Credit Agreement (the "Requested LC Guaranty") in
connection with the LC Reimbursement Agreement attached hereto as Exhibit A with
[APPLICABLE ISSUER].
To induce Lender to issue the Requested LC Guaranty or to consent to the
issuance of the Permitted LC, Borrower hereby represents and warrants to Lender
that:
(a) No Event of Default or Unmatured Event of Default has occurred and
is continuing, or will result from the issuance of the Requested LC
Guaranty or Permitted LC.
(b) The warranties and representations contained in SECTION 10 of the
Secured Credit Agreement and in the Related Documents are true and
correct in all material respects as of the date hereof, with the
same effect as though made on the date hereof.
(c) Since the Closing Date, no Material Adverse Effect has occurred.
(d) All conditions to the issuance of the Requested LC Guaranty as set
forth in the Secured Credit Agreement and the Related Documents
have been satisfied, including, without limitation, all conditions
set forth in SECTION 12 of the Secured Credit Agreement.
Dated this __ day of __________, ___.
<PAGE>
IN WITNESS WHEREOF, Borrower has caused this LC Guaranty Request to be
executed and delivered by a duly authorized officer of Borrower as of
__________, ______.
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
2
<PAGE>
SCHEDULE 1
FINANCIAL INSTITUTIONS
First Source Financial LLP
<PAGE>
SCHEDULE 6.3
ACCOUNTS
<TABLE>
<CAPTION>
BANK NAME TYPE OF ACCOUNT ACCT. NO.
<S> <C> <C> <C>
Harris Trust and Savings Bank Platinum Entertainment, Inc. General 379-516-8
111 West Monroe Street Platinum Entertainment, Inc. Controlled Disbursement 379-517-6
P.O. Box 755 Platinum Entertainment, Inc. Controlled Disbursement-Atlanta 300-569-1
Chicago, IL 60690-0755
Lexicon Music, Inc. Controlled Disbursement 322-870-7
House of Blues Music Company Controlled Disbursement 291-799-5
Midwest Bank of Hinsdale Platinum Entertainment, Inc. Payroll 4100496103
500 West Chestnut
Hinsdale, IL 60521
Nationsbank of Georgia Platinum Entertainment, Inc. Payroll-Atlanta 325-581-8579
Downers Grove National Bank Platinum Entertainment, Inc. Petty cash 58-2131
5140 Main St.
Downers Grove, IL 60515
Nationsbank of Nashville Platinum Entertainment, Inc. Petty cash 011339-798-8
</TABLE>
<PAGE>
SCHEDULE 10.1
JURISDICTIONS
Platinum Entertainment, Inc., a Delaware corporation, and qualified to do
business in Illinois, Georgia and Tennessee
Lexicon Music, Inc., a Delaware corporation and wholly owned subsidiary of
Platinum Entertainment, Inc., and qualified to do business in Illinois
Royce Publishing, Inc., a Delaware corporation and wholly owned subsidiary of
Platinum Entertainment, Inc., and qualified to do business in Illinois
JustMike Music, Inc., a Delaware corporation and wholly owned subsidiary of
Platinum Entertainment, Inc., and qualified to do business in Illinois
Peg Publishing, Inc., a Delaware corporation and wholly owned subsidiary of
Platinum Entertainment, Inc., and qualified to do business in Illinois
<PAGE>
SCHEDULE 10.4
LITIGATION AND CONTINGENT OBLIGATIONS
LITIGATION:
1. CRT CUSTOM PRODUCTS, INC. -v- R.E.X. MUSIC, INC. AND PLATINUM
ENTERTAINMENT, INC. (Chancery Court, Williamson County, Tennessee, Case No.
24035).
The claims made by the plaintiff seek recovery from Platinum Entertainment,
Inc. (the "Platinum") of an indebtedness incurred by Co-Defendant, R.E.X.
Music, Inc., on the grounds that Platinum caused R.E.X. to fail as a
business for the purpose of acquiring its assets at foreclosure. Plaintiff
seeks damages of approximately $325,000, plus punitive damages. Discovery
has been ongoing. R.E.X. filed an Answer and a Cross-Complaint against the
Platinum asserting essentially the same claims. Platinum has filed a
Counter-Claim against CRT seeking recovery of certain artwork and film
materials, together with damages for the loss of such materials. Platinum
believes the claims of CRT and R.E.X. are without merit and that the matter
will be successfully resolved without exposure. If Platinum should lose,
however, the upper limit on reasonable losses could be approximately
$325,000. Platinum is being defended in this action by Grant Glassford.
2. CHRISTINE OPPEDISANO v. PLATINUM ENTERTAINMENT, INC. (Circuit Court for
Davidson County, Tennessee, No. 97C-2398).
Plaintiff seeks damages for alleged breach of an employment agreement. The
lawsuit was filed July 29, 1997. There has been no discovery. Platinum
intends to contest the lawsuit. The upper limit of possible loss is
approximately $20,000. Platinum is being defended in this action by the
law firm of Stokes & Bartholomew, Nashville, Tennessee.
3. JCSHO, INC. v. PLATINUM ENTERTAINMENT, INC., 97-2479 MJD/AJB and PLATINUM
ENTERTAINMENT, INC. v. JCSHO, INC., 98 C 2035
On November 1, 1997, JCSHO, Inc., formerly known as Intersound, Inc., filed
a Complaint against Platinum in the United States District Court for the
District of Minnesota, Fourth Division, seeking damages in excess of
$5,000,000 for breach of contract on the grounds that Platinum allegedly
failed to make interest payments in the amount Intersound claims are owed
to it under promissory notes executed by Platinum. The promissory notes at
issue were executed in conjunction with the purchase of Intersound's assets
through Platinum's then wholly-owned subsidiary, River North Records, Inc.
("River North"). JCSHO subsequently amended its Complaint to delete its
breach of contract claim and substitute a claim for declaratory
<PAGE>
judgment that Platinum is in default of both its obligations under the
promissory notes and a waiver agreement pertaining to the promissory notes
under which Platinum purportedly agreed to pay JCSHO the default interest
rate for the remainder of the terms of the promissory notes. Platinum will
vigorously defend the lawsuit filed by JCSHO and prosecute its action
against JCSHO. If adversely determined, this matter would have a Material
Adverse Effect. Platinum is represented in these actions by the law firm
of Katten, Muchin & Zavis, Chicago, Illinois.
4. DONALD R. JOHNSON v. INTERSOUND, INC. (DELAWARE), A DELAWARE CORPORATION,
f/k/a RIVER NORTH STUDIOS, INC., Superior Court of Fulton County, Georgia,
Civil Action File No. E-64885
Plaintiff has alleged a breach of contract action against Platinum's former
wholly-owned subsidiary, Intersound, Inc. Plaintiff alleges that
Intersound improperly terminated his employment and, thereby, breached his
employment agreement between himself and Intersound, Inc. Plaintiff claims
damages in excess of $800,000. Intersound denies Plaintiff's claims and
believes that it has meritorious defenses to this action. Platinum is
being defended in this action by the law firm of Paul, Hastings, Janofsky
& Walker LLP, Atlanta, Georgia.
5. ARMEN BOLADIAN v. GEORGE CLINTON, DEFENDANT, INTERSOUND, INC., GARNISHEE,
State Court of Fulton County, Georgia, No. 97VX33089E
Platinum is a defendant in this action controverting Platinum's response as
garnishee. Platinum believes its exposure to be limited. Platinum is
being defended in this action by the law firm of Paul, Hastings, Janofsky
& Walker LLP, Atlanta, Georgia.
6. On July 29, 1997, Platinum received correspondence from legal counsel for
one of its recording artists, William Becton, which advised Platinum that
he intends to pursue an audit of Platinum pursuant to the applicable
recording agreement. No audit has currently been scheduled, but Platinum
has expressed its willingness to allow the audit to take place.
7. The Harry Fox Agency, Inc. is currently conducting a periodic audit of
Platinum in connection with the mechanical reproduction of copyrights
controlled by its principals for the period of inception of Platinum to
December 31, 1997.
CONTINGENT OBLIGATIONS:
8. Platinum has hired PLATINUM TECHNOLOGY, INC. to develop and operate Web
site through which Platinum will distribute and sell titles from its music
catalog and provide other entertainment features. In connection with this
project, Platinum has also hired Liquid Audio as its provider of software
that will allow encryption of music masters and the digital download of
custom CDs.
<PAGE>
9. Platinum has hired PLATINUM TECHNOLOGY, INC. to provide consulting services
in connection to its computer systems and software development.
<PAGE>
SCHEDULE 10.5
LIENS
Lien held by PolyGram pursuant to the PolyGram Group Distribution Agreement.
<PAGE>
SCHEDULE 10.6
MATERIAL CONTRACTS
1. Master Recordings Agreement, dated September 18, 1993, between Voice In The
Night Productions, Inc. and River North Records, Inc. (Peter Cetera)
2. Exclusive Artist Recording Agreement, dated January 7, 1998, between KMBA,
Inc. and River North Records, Inc. (Dionne Warwick)
3. Exclusive Artist Recording Agreement, dated March 10, 1998, between Great
Spirit Productions, Inc. and River North Records, Inc. (Taylor Dayne)
4. Agreement, dated June __, 1998, between Tring International PLC and
Platinum Entertainment, Inc. (The Royal Philharmonic Orchestra)
5. License Agreement, dated November 18, 1997, among Windstar Productions,
EMI-Capitol Entertainment Properties, and CMC International A/S and
Platinum Entertainment, Inc. (John Denver)
6. Various Licensing Agreements entered into in connection with the
compilations "Booty Mix 2" and "Booty Mix 3."
7. Distribution Agreement, dated May 14, 1993, as amended, between PolyGram
Group Distribution and Platinum Entertainment, Inc.
8. Distribution Agreement, dated April 27, 1998, between Ichiban Records and
Platinum Entertainment, Inc.
9. Letter Agreement, dated August 26, 1996, between House of Blues Records,
Inc. and Platinum Entertainment, Inc. (House of Blues Joint Venture
Agreement)
<PAGE>
SCHEDULE 10.12
INSURANCE
<TABLE>
<CAPTION>
BENEFIT PLAN POLICY DATES POLICY # COMPANY
------------ ------------ -------- -------
<S> <C> <C> <C>
General Liab. 12/21/97 -12/20/98 35358457 CHUBB
Workmans Comp. same 9871648854 CHUBB
Umbrella same 9879770015 CHUBB
Auto same 9873247772 CHUBB
</TABLE>
<PAGE>
SCHEDULE 10.14
INTELLECTUAL PROPERTY
1. EXHIBIT A to this SCHEDULE 10.14 sets forth a list of the Master Sound
Recordings owned by Borrower and its Subsidiaries.
2. EXHIBIT A to this SCHEDULE 10.14 sets forth a list of the Musical
Compositions in or to which Borrower and its Subsidiaries owns or co-owns
publishing rights.
3. EXHIBIT B to this SCHEDULE 10.14 sets forth a list of Master Album
Recordings owned by Borrower and its Subsidiaries.
4. SEE EXHIBIT A to this SCHEDULE 10.14 which sets forth a list of registered
copyrights and copyright applications submitted by Borrower and its
Subsidiaries pending registration in each of the Master Sound Recordings
and the Master Album Recordings owned by Borrower and its Subsidiaries.
5. EXHIBIT C to this SCHEDULE 10.14 sets forth all registered trademarks owned
by Borrower and its Subsidiaries and trademark applications submitted for
registration by Borrower and its Subsidiaries. Neither Borrower nor its
Subsidiaries owns any patents or has submitted any patent applications.
6. EXHIBIT D to this SCHEDULE 10.14 sets forth the Intellectual Property
licensed by Borrower and its Subsidiaries (in-bound license agreements).
<PAGE>
EXHIBIT A
Schedule 10.14
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JOSTE PUBLISHING (ASCAP)
Owned
(AIN'T NO DEVIL IN PA572223 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
HELL) GONNA WALK ON
A MOTHER IN ZION PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
A SONG IN THE NIGHT PA788197 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ABBA FATHER PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ABSENCE OF FEAR PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
AFTER THE STORM IS GONE PA748278 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
AGONY PA849074 1995 ALBERT/MARTELLO SONIC CHAOS ARGYLE PARK CH
ALL ALONE PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
ALL THE FLOWERS GROWING IN PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
YOUR MOTHER'S EYES
AN AUDIENCE WITH THE KING PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ANGRY SON PA812788 1996 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
ANOTHER CHANCE PA856569 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
APATHETIC PA856318 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
ARE YOU READY FOR THUNDER? PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
ARMEGEDDON PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
ASK OF ME PA788206 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ASTRONAUT PA812749 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
BACK TO THE DRAWING BOARD PENDING 1998 BRENT JONES JOSTE PUBLISHING LA MASS CHOIR GO
BANANA PA788414 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
BE A LIGHT NOT REC MICHAEL BROOKS JOSTE PUBLISHING --------------- GO
BE YE HOLY PENDING 1998 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
BED OF NAILS PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
BEGINNING PA625280 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
BELIEVE PA625278 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
BELILEVE IN HIS PROMISE PENDING 1998 NIKKI ERVIN JOSTE PUBLISHING LA MASS CHOIR GO
BELOW THE GRAVE PENDING 1990 AYERS/BENTON/BRUNER/BRUNER SONIC CHAOS HAVEN CH
BETTER WAYS PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
BETWEEN PA887925 1997 BAILEY/CURTIS/BELL/WATTS SONIC CHAOS ROCKETBOY CH
BETWEEN HE AND SHE PA812755 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
BEYOND THE NIGHT PENDING ROBINSON/BANK SONIC CHAOS TRYTAN CH
BLACK BIRDS PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
BLEMISHED SACRIFICES PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
BLESS HIS NAME PA856567 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
BLOOD BATH PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
BORN AGAIN PA788315 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
BOY AND HIS BOAT, A PA788413 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
BROKEN TREE PA856313 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
BROTHERLY LOVE PA788313 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
BURDEN'S FOLLY, A PA849077 1995 ALBERT/MARTELLO SONIC CHAOS ARGYLE PARK CH
CALLING, THE PENDING 1990 AYERS/BENTON/BRUNER/BRUNER SONIC CHAOS HAVEN CH
CALM BEFORE THE STORM PENDING 1991 NINA LLOPIS SONIC CHAOS NINA CH
CHAINS PENDING ADAMS/BANK/BLACKMAN SONIC CHAOS TRYTAN CH
CHAOS PA887928 1997 WILLIAM BELL SONIC CHAOS ROCKETBOY CH
CHRONICLE OF THE SEVEN PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
SEALS, THE
CIRCLE PA849078 1995 SCOTT ALBERT SONIC CHAOS ARGYLE PARK CH
COME HOLY SPIRIT PA646476 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
COME INTO MY HEART NOT REC MICHAEL BROOKS JOSTE PUBLISHING --------------- GO
COME TO JESUS PA887879 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
COME TO THE ALTAR PA663314 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
CONDEMNATION PA812784 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
CONGRUENT PA856321 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
CONQUER DEATH PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
CONSEQUENCE PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
</TABLE>
<PAGE>
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SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COOL PA887927 1997 CURTIS/BELL SONIC CHAOS ROCKETBOY CH
COURSE OF RUIN PENDING 1994 ALBERT/MAN SONIC CHAOS CIRCLE OF DUST CH
CRANIAL TYRANT PENDING 1994 ALBERT/MAN SONIC CHAOS CIRCLE OF DUST CH
CROWN ME PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
DEADLY MASQUERADE PENDING ROBINSON/BANK SONIC CHAOS TRYTAN CH
DEEPER THE VALLEY, THE PA759792 1995 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
DELIVER ME PENDING 1990 AYERS SONIC CHAOS HAVEN CH
DEMORALIZED PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
DESCEND PENDING 1994 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
DESIGNER'S ORIGINAL PA572225 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
DESOLATION OF SODOM PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
DESTROY EVERY YOKE PA722077 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
DEVIATE PENDING 1994 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
DIE TO THE FLESH PA812798 1995 RANDY ROSE SONIC CHAOS ROSE CH
DIES IRAE (DAY OF WRATH) PENDING 1990 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
DIESEL PA849081 1995 SCOTT ALBERT SONIC CHAOS ARGYLE PARK CH
DIMENTIA PA833051 1993 BACHMAN/DAUB/WINTERS/MANN SONIC CHAOS BELIEVER CH
DISSOLVED PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
DO IT AGAIN PA856561 1997 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
DO NOT BE DECEIVED PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
DO YOU KNOW MY NAME? PA812797 1995 RANDY ROSE SONIC CHAOS ROSE CH
DO YOU STILL BELIEVE IN LOVE PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
DON'T GIVE UP PENDING 1989 KENNETH/MARIANO/ROGER SONIC CHAOS RAGE OF ANGELS CH
DON'T TAKE IT AWAY PA625283 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
DON'T TURN AWAY PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
DUST TO DUST PENDING 1990 BACHMAN/DAUB/BADDORF/ROBERTSON SONIC CHAOS BELIEVER CH
EMERGE PENDING 1992 SCOTT ALBERT SONIC CHAOS LIVING SACRIFICE CH
ENSHRINED PENDING 1994 ALBERT/MANN SONIC CHAOS CIRCLE OF DUST CH
ENTERTAINMENT TONIGHT PA812746 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
ESCAPE PENDING 1990 AYERS/BENTON SONIC CHAOS HAVEN CH
EVERYTHING TO ME NOT REC MICHAEL BROOKS JOSTE PUBLISHING --------------- GO
EVERYTHING'S GONNA BE ALRIGHT PA663306 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
EXTRACTION FROM MORTALITY PENDING 1989 K.BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
EYES OF MY SISTERS PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
FACE OF THE PROSECUTOR PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
FADE AWAY PA812796 1995 RANDY ROSE SONIC CHAOS ROSE CH
FIGHTING GRAVITY PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
FILL MY CUP PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
FIND A WAY PA722072 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
FLOURESCENT FUNK PA788410 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
FOR LOVE ALONE PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
FOR ONE MOMENT OF PLEASURE PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
FREEDOM BELLS (P.D. ARR) PA572224 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
FRONT PA812787 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
FUTILE PA849075 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
FUTURE MIND PA833050 1993 BACHMAN/DAUB/WINTERS SONIC CHAOS BELIEVER CH
GET IN THE WAY PA625282 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
GET THE GLORY PA722074 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
GETTIN' READY PENDING BANK/ADAMS SONIC CHAOS TRYTAN CH
GIVE IT TO HIM PA788199 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
GIVE YOU THE PRAISE PENDING 1998 TRACY CARTER JOSTE PUBLISHING LA MASS CHOIR GO
GOING HOME PA887873 1997 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
GONE PA833053 1993 BACHMAN/DAUB/WINTERS SONIC CHAOS BELIEVER CH
GONE FOREVER PENDING BANK/ADAMS SONIC CHAOS TRYTAN CH
GONE FOREVER PENDING 1989 D. MARIANO SONIC CHAOS RAGE OF ANGELS CH
GRASS PA812795 1995 RANDY ROSE SONIC CHAOS ROSE CH
</TABLE>
<PAGE>
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SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GREATER EMMANUEL PA722071 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
GUNTISTHA GARDEN PA788416 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
GUTTERBOY PA849082 1995 MARTELLO/ALBERT SONIC CHAOS ARGYLE PARK CH
HAEMORRHAGE OF HATRED PA812770 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
HALLELUHAJ OH LORD PENDING 1998 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
HE CAN DO THE IMPOSSIBLE PA748274 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
(IN YOUR LIFE)
HE CARES PA663311 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
HE KNOWS PA887876 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
HE KNOWS BEST PA628908 1993 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
HE LOVES ME PA788318 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
HEADSCREW PA849073 1995 MARTELLO/ALBERT SONIC CHAOS ARGYLE PARK CH
HELLFIRE DENIED PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
HELP ME FOLLOW PENDING 1990 AYERS SONIC CHAOS HAVEN CH
HELP ME TO FIGHT PA788310 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
HERE TO STAY PENDING BANK SONIC CHAOS TRYTAN CH
HE'S COMING BACK REAL SOON PA722073 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
HE'S MY KING PA646481 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
HE'S REAL PA663313 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
HE'S STANDING BY PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
HE'S THE REASON PENDING 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
HIDEOUS PA788409 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
HIGH DIVE PA887926 1997 BAILEY/CURTIS/BELL/WATTS SONIC CHAOS ROCKETBOY CH
HIGHEST PRAISE PA788314 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
HOMELESS PA812781 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
HONOR HIS NAME PA663309 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
HOOKED ON A GOOD THING PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
HOUSE OF PRAISE PA887871 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
HOW THE ANGELS SANG (50%) NOT REC CUMMINGS/CUMMINGS LEXICON MUSIC --------------- CH
I CAN DO ALL THINGS PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
I FOUND LOVE PENDING 1990 AYERS/BRUNER/BRUNER SONIC CHAOS HAVEN CH
I NEVER HEARD A MAN PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
I OWE HIM THE PRAISE PA887874 1997 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
I WANNA GO PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
I WILL SING HOLY PA628909 1993 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
IDOLS OF IGNORANCE PENDING 1990 BACHMAN/DAUB/BADDORF/ROBERTSON SONIC CHAOS BELIEVER CH
I'LL GIVE MY ALL TO
YOU (50%) PA767556 1995 TAYLOR/BOWERS JOSTE PUBLISHING LOS ANGELES MASS CHOIR GO
I'LL REIGN PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ILLEGITIMATE SON PA887930 1997 WILLIAM BELL SONIC CHAOS ROCKETBOY CH
I'M BLESSED PA836241 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
IN HAIR BRAIN PA788415 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
IN HIS PRESENCE PA815461 1996 MICHAEL BROOKS JOSTE PUBLISHING TOTALLY COMMITTED GO
IN THE DAY OF THE SENTINEL PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
IN THE ROOM PA663308 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
INJUDICIAL PA812771 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
INSIDE VIEW PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
INTERLUDE PA572230 1992 J THOMAS/E TOSSING JOSTE PUBLISHING DANNIEBELLE HALL GO
INTO THE UNKNOWN PA812794 1995 RANDY ROSE SONIC CHAOS ROSE CH
IT WILL BE ALRIGHT PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
IT WILL BE WORTH IT ALL PA646477 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
IT'S GONNA TAKE JESUS PA887877 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
IT'S NOT TOO LATE FOR LOVE PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
IT'S PRAYING TIME NOT REC MICHAEL BROOKS JOSTE PUBLISHING --------------- GO
IT'S RAINING IN MY LIFE AGAIN PA748277 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
IT'S WAR PENDING ROBINSON/BANK SONIC CHAOS TRYTAN CH
IT'S YOUR TIME PA748279 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
I'VE COME ALL THE WAY PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
</TABLE>
<PAGE>
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SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JEHOVAH REIGNS PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
JESUS IS A LISTENING PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
JESUS KNOWS ME PA572229 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
JESUS WILL ANSWER YOUR PRAYER PA788203 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
JESUS WILL SEE YOU THROUGH PA856563 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
JIGSAW MAN PA812750 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
JUST AS YOU ARE PA748276 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
JUST ONE MOMENT PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
JUSTIFIED BY FAITH PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
KILL MY INSPIRATION PA812753 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
KILLING OF THE INNOCENT PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
KILLING, THE PA812772 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
KING OF THE JEWS PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
LAND OF THE BLIND PA812780 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
LATTER, THE PA625286 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
LEARN HOW TO TRUST HIM PA856562 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
LEAVE YOU OR FORSAKE YOU PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
LEMONADE PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
LET HIM BE EXALTED PA722079 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
LIFE GOES ON PENDING BANK/ROBINSON SONIC CHAOS TRYTAN CH
LIFT THE SAVIOUR UP PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
LIL' GROOVE, A PA788412 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
LORD IS BLESSING ME, THE PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
LORD IS BLESSING ME, THE PA646480 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
LOVE IS AN ACTION WORD PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
MAGNIFY PA625284 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
MAKE YOUR MOVE PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
MARTIN'S DREAM PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
MEANINGLESS PA856314 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
MEDLEY OF CHANGE PA572228 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
MISANTHROPE PA849083 1995 MARTELLO/ALBERT SONIC CHAOS ARGYLE PARK CH
MONKEYSHINE PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
MORE IN SORROW PA856316 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
MORE LOVE NOT REC HERMAN HARRIS JOSTE PUBLISHING --------------- GO
MORE THAN A CONQUEROR PA788202 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
MORE THAN THE WORLD PA748275 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
AGAINST YOU
MORE THAN YOU'LL EVER KNOW PA856560 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
MORTAL AGONY PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
MOTHER MAY I PA887929 1997 CURTIS/BELL SONIC CHAOS ROCKETBOY CH
MR. ELECTRIC PENDING ADAMS/BANK SONIC CHAOS TRYTAN CH
MURDER PENDING 1990 KEVIN AYERS SONIC CHAOS HAVEN CH
MY SOUL LOVES JESUS PA572227 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
MYISCI PA788411 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
NARROW PA856317 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
NATION, THE PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
NATURE AND THE SOUL PENDING 1990 HAROLD EVANS SONIC CHAOS THE THROES CH
NEMESIS PA812783 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
NEVER CHANGE PA788201 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
NEVER LEAVE PA788311 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
NEVER LET GO NOT REC MICHAEL BROOKS JOSTE PUBLISHING --------------- GO
NEVER LET GO (NEW SONG) PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
NIGHTFALL PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
NO APOLOGY PA833048 1993 BACHMAN/DAUB/BADDORF/WINTERS/MANN SONIC CHAOS BELIEVER CH
NO LONGER BOUND PA887872 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
NO OTHER GOD PA856564 1997 CHARLES OLLIE HARRIS JOSTE PUBLISHING LISA PAGE GO
NO OTHER GOD (REPRISE 1) PENDING 1997 CHARLES OLLIE HARRIS JOSTE PUBLISHING LISA PAGE GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NO OTHER GOD (REPRISE 2) PENDING 1997 CHARLES OLLIE HARRIS JOSTE PUBLISHING LISA PAGE GO
NO PLACE TO STAND PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
NONPOINT PENDING 1990 K. BACHMAN/DAUB/BADDORF/ROBERTSON SONIC CHAOS BELIEVER CH
NOT EVEN ONE PENDING 1989 BACHMAN-DAUB-BADDORF-KRAFT SONIC CHAOS BELIEVER CH
NOTHING SACRED PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
NOWHERE TO RUN PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
O GREAT CITY PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
O SE BABA (NIGERIAN PRAISE) PA572226 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
OH TO BE KEPT PENDING 1998 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
OH WHAT LOVE PA788200 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ON JUDGEMENT DAY PENDING 1990 AYERS/BENTON/BRUNER/BRUNER SONIC CHAOS HAVEN CH
ON THE VERGE (OF A MIRACLE) PA887870 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
ONE WAY TICKET PENDING 1995 REEVES/GRUBBS JOSTE PUBLISHING RONNA REEVES CR
ONENEMY PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
ONLY JESUS CAN SAVE YOUR PA767559 1995 WILKINS/TAYLOR JOSTE PUBLISHING LOS ANGELES MASS CHOIR GO
SOUL (40%)
PALE REFLECTION PENDING 1994 ALBERT/MANN SONIC CHAOS CIRCLE OF DUST CH
PARASITE PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
PASSION FLOWER PENDING 1990 HAROLD EVANS SONIC CHAOS THE THROES CH
PAST PA812793 1995 RANDY ROSE SONIC CHAOS ROSE CH
PAST GONE PA812792 1995 RANDY ROSE SONIC CHAOS ROSE CH
PEOPLE PA646478 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
PEOPLE DON'T DO PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
PHILOSOPHY OF MAN PENDING 1990 MINIER/WALTER/PALMER SONIC CHAOS GREG MINIER CH
PICKIN' BERRIES PA788417 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
PLAYIN' WITH FIRE PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
PRAISE HIS HOLY NAME PENDING 1994 ADRIAN B. KING JOSTE PUBLISHING CHICAGO MASS CHOIR GO
PRAISE HIS NAME PA788317 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
PRAISE SONG PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
PRAISE SONG PA663305 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
PRAYERS OF A DEAD MAN PENDING 1994 ALBERT/MANN SONIC CHAOS CIRCLE OF DUST CH
PRECIOUS MEMORIES PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
PRELUDE PA788198 1996 MICHAEL BROOKS JOSTE PUBLISHING GO
PRETEND PA887932 1997 WILLIAM BELL SONIC CHAOS ROCKETBOY CH
PRICE PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
PROPHECY PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
PSALM 1 PA801122 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 100 PA801125 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 107 PENDING 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 117 PA801117 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 148 PA801123 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 150 PA801127 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 2 PA801118 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 22 PA801119 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 23 PA801120 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 61 PA801124 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 67 PA801121 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALMS 34 PA646473 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
PURIFY PA856320 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
QUICK TIME PA856312 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
RATIONAL LIES PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
REASON TO ROCK PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
REFUGE PA849072 1995 ALBERT/MARTELLO SONIC CHAOS ARGYLE PARK CH
REGRESSOR/AGGRESSOR PENDING 1994 ALBERT/MANN SONIC CHAOS CIRCLE OF DUST CH
REGRET PA812785 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
REJOICE PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
RELEASE PA812779 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
REMOVED OF THE GRAVE PA812766 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
REPENTANCE PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
RESTING IN HIM PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
RIP VAN WINKLE PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
RIPPLE PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
RISE AGAIN PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
RISEN, THE PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
ROCK FOR THE ROCK PENDING 1989 KENNETH/MARIANO/FOWLER SONIC CHAOS RAGE OF ANGELS CH
SAFETY PA625281 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
SAINTS IN PRAISE PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
SANITY OBSCURE PENDING 1990 BACHMAN-DAUB-BADDORF-ROBERTSON SONIC CHAOS BELIEVER CH
SATAN'S CALLING PA812791 1995 RANDY ROSE SONIC CHAOS ROSE CH
SAVED (50%) PA767561 1995 WILKINS/ERVIN JOSTE PUBLISHING LOS ANGELES MASS CHOIR GO
SAVED AND SANCTIFIED PA815459 1996 MICHAEL BROOKS JOSTE PUBLISHING TOTALLY COMMITTED GO
SCARRED FOR LIFE PA849076 1995 SCOTT ALBERT SONIC CHAOS ARGYLE PARK CH
SEA SONG PENDING 1990 HAROLD EVANS SONIC CHAOS THE THROES CH
SEASON OF PAIN PA812790 1995 RANDY ROSE SONIC CHAOS ROSE CH
SECRET SONG, THE PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
SELF INFLICT PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
SELFLESS PA812748 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
SEND THE LIGHT PENDING 1997 DARREN MILLER SPEC TWELVE MUSIC GO
SHADOW OF DEATH PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
SHE WAS PA812751 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
SILVER LOVE PA887931 1997 WILLIAM BELL SONIC CHAOS ROCKETBOY CH
SINCE HE CAME PA625279 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
SING A SONG PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
SINGULARITY PA833049 1993 BACHMAN/DAUB/WINTERS/MANN SONIC CHAOS BELIEVER CH
SKEPTIC, THE PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
SKIN KINGS PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
SLAVE TO SIN PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
SLIP PA856319 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
SMALL SQUARE BOXES PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
SO MUCH PA788316 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
SOMEBODY'S WATCHING YOU PENDING 1989 KENNETH/MARIANO/ROGER SONIC CHAOS RAGE OF ANGELS CH
SOMEONE NEEDS A MIRACLE PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
SOONER PA788312 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
SPEAK OF THE DEVIL PA812754 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
SPINNING THROUGH THE NIGHT PENDING 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
SPROUT PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
STAND STILL PENDING 1989 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
STANDARD PA625277 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
STANDING ON HIS PROMISE PA856566 1997 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS GO
STAR BOUND PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
STAY UNDER THE BLOOD PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
STEADFAST PA856315 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
STOP THE MADNESS PENDING 1990 BACHMAN-DAUB-BADDORF-ROBERTSON SONIC CHAOS BELIEVER CH
STRESS PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
STRUGGLE PA812786 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
SUMMER WIND PA812752 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
SUN WILL SHINE AGAIN, THE PA722070 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
SUPERSATURATED PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
SYLENTIGER PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
TAKE ALL YOUR PAIN AWAY PA663307 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
TAKE COVER PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
TAKE THE TIME TO WAIT PA788205 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
TELL PENDING 1990 HAROLD EVANS SONIC CHAOS THE THROES CH
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
TELLTALE CRIME PENDING 1994 ALBERT/MANN SONIC CHAOS CIRCLE OF DUST CH
TESTIMONY OF APOCOLYPSE PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
THANK YOU JESUS PA856570 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
THAT'S WHAT YOU MEAN TO ME PA788204 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
THE BLOOD PA788196 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
THE TRUTH PA856565 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
THINK ON THESE THINGS PA583745 1992 TONY WILKINS LEXICON MUSIC LOS ANGELES MASS CHOIR GO
THIS LOVE IS AN OCEAN PENDING 1990 HAROLD EVANS SONIC CHAOS THE THROES CH
THROUGH LATENT EYES PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
THUS WILL I BLESS THEE PENDING 1998 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
TOMORROW TAKES TOO LONG PA812757 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
TOO TIRED TO TREMBLE PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
TORMENTED PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
TRILOGY OF KNOWLEDGE PA833052 1993 BACHMAN/DAUB/BADDORF/LAIRD SONIC CHAOS BELIEVER CH
TWISTED REALITY PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
UFFREN PA849085 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
UNCONDITIONAL LOVE (40%) PA806584 1995 WILKINS/TAYLOR JOSTE PUBLISHING LOS ANGELES MASS CHOIR GO
UNITE PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
UNNATURAL CONCEPTION, THE PA812767 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
UNTOMBED PA812768 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
VALLEY OF DRY BONES PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
VALLEY OF SALT PA812782 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
VANITY PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
VERTIGO PENDING 1993 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
VILE HYPOCRISY PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
VIOLENT PA849080 1995 MARTELLO/ALBERT SONIC CHAOS ARGYLE PARK CH
VOYAGE OF THE SEVERED, THE PA812769 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
WAKING THE GIANT PENDING BANK/ROBINSON SONIC CHAOS TRYTAN CH
WALK IN THE FREEDOM PA663310 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
WALK IN THE RAIN PA812747 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
WALKING FOR MILES PA812789 1995 RANDY ROSE SONIC CHAOS ROSE CH
WALKING IN THE LIGHT PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
WALL BETWEEN US NOT REC JOHN SCULLY JOSTE PUBLISHING --------------- CR
WE GIVE THANKS PA748283 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
WE MUST BE BORN AGAIN (50%) PA681981 1994 WHITSETT/IVEY JOSTE PUBLISHING ESTHER SMITH GO
WE WORSHIP CHRIST, OUR LORD PA646479 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
WEATHER, THE PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
WEDNESDAY PA812756 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
WHAT A WONDERFUL CHANGE PA722075 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
WHAT IS BUT CANNOT BE PA833047 1993 BACHMAN/DAUB/BADDORF/ROBERTSON SONIC CHAOS BELIEVER CH
WHEN I PRAY PA748281 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
WHERE WOULD I BE PA748282 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
WISDOM CALLS PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
WISDOM'S CALL PENDING 1990 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
WONDERFUL THINGS PA887878 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
WORKING TOGETHER PA856568 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
YELLOW & BLACK ATTACK PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
YOU DESERVE THE BEST PA759793 1995 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
YOU DON'T NEED PERMISSION PENDING 1998 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
YOU MUST LIVE WHAT YOU
SING ABOUT PENDING 1995 JONES/TAYLOR JOSTE PUBLISHING LOS ANGELES MASS CHOIR GO
YOU'LL NEVER WALK ALONE PA748280 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
YOUR DYING DAY PENDING 1990 AYERS/BENTON/BRUNER/MCKEE SONIC CHAOS HAVEN CH
YOUR NAME PA815460 1996 MICHAEL BROOKS JOSTE PUBLISHING TOTALLY COMMITTED GO
ZIKLAG PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
</TABLE>
<PAGE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Co-Owned
A LIFE THAT SHOWS (50%) PA466810 1990 FRED HAMMOND LEXICON/PARAGON COMMISSIONED GO
A PRAISE FOR YOU (50%) PA445245 1989 HAMMOND/BROOKS LEXICON/PARAGON COMMISSIONED GO
A PRAYER FOR LOVE PA508877 1991 GENE VIALE LEXICON/
B FLAT MUSIC GENE VIALE GO
ALWAYS PA762245 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
AN ANGEL'S KISS (50) PA822 153 1997 G. S. CURTIS/W. R. BELL, JR. SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
AT THE CROSS (GC PD ARR) (50%) PA375298 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
AVAILABLE TO YOU PA736325 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
BACK IN THE SADDLE (50%) PA466806 1990 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
BACK TO THE CROSS PA466806 1991 WILLIAMS BROTHERS LEXICON/MELENDO MELVIN WILLIAMS GO
BE ENCOURAGED PA583751 1992 MONTOUTE/ARMOR/TAYLOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
BUSTER & RUBY PA759772 1995 HENRY KAPONO JOSTE PUB/ISLAND
PEARL MUSIC HENRY KAPONO AC
CALL ME KIND (50) PA822 148 1997 W. H. BAILEY, III SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
CAN'T HOLD BACK, I (50%) PA451683 1989 ARMOR/TAYLOR LEXICON/MORAL LOS ANGELES MASS CHOIR GO
CHOICE TO REJOICE PENDING 1996 MICHAEL BROOKS JOSTE PUB/
BRIDGEPORT MUSIC MICHAEL BROOKS AND THE NATION GO
COME AS YOU ARE (33.3%) PA583746 1992 ARMOR/BLACK/TAYLOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
COME TO ME (50%) PA462368 1990 ARMOR/FUTREL LEXICON/MORAL FUTREL GO
COME UNTO HIM PA603013 1993 KEITH CHILDRESS JOSTE PUB/
KE-KIM MUSIC HEAVEN SENT GO
COUNT ON ME PA736318 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
CRY NOT REL 1995 REEVES/CRAIG JOSTE PUB/
BRUCE CRAIG PUB RONNA REEVES CR
CRY NO MORE (25%) PA543323 1991 STEWART/JONES LEXICON/STEWART/
PARAGON PARKES STEWART GO
DANCE WITH ALL OUR MIGHT PA572407 1992 HOWARD/GOSSETT LEXICON/
SONG OF TRIUMPH PATTIE HOWARD GO
DISCO BALL (50) PA822 151 1997 G. S. CURTIS SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
DO I (41.66) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/ SPEC TWELVE MUSIC
/TIMES 20 PRESS GO
DON'T WORRY PA445248 1989 STEWART/BRICE LEXICON/BRICE/
STEWART COMMISSIONED GO
DOOMSAYER(40) PA849086 1995 ALBERT/SALOMON/VICTOR SONIC CHAOS ARGYLE PARK CH
ETERNITY IN MY HEART PA762243 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
EVERY KNEE SHALL BOW PA583749 1992 WILKINS/TAYLOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
FAMOUS LAST WORDS PA762248 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
FATHER I STRETCH MY HANDS
TO THEE PAU1728379 1993 HERMAN HARRIS JOSTE PUB/
HERMANDO
PUBLISHING COMMITTED GO
FEAR NO EVIL PA518703 1991 WILLIAMS BROTHERS LEXICON/DALF MELVIN WILLIAMS GO
FIRST LOVE PA736326 1994 MOODY/JACKSON/CLARK JOSTE PUB/
MOODEASY/SEED CARLIS MOODY, JR. GO
FLY (50) PA822 150 1997 W. R. BELL, JR. SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
GARMENT OF PRAISE PA759791 1995 CHARLES SMITH JOSTE PUB/
CHARLES SMITH
MUSIC DANNIEBELLE HALL GO
GARY'S GARAGE (50) PA822 149 1997 W. H. BAILEY, III SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
GET YOUR PEOPLE READY PA736322 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
GIVE HIM THE GLORY (50%) PA399048 1988 TONY WILKINS LEXICON/MORAL LOS ANGELES MASS CHOIR GO
GLAD I MET YOU PA518705 1991 WILLIAMS BROTHERS LEXICON/LEVARN MELVIN WILLIAMS GO
GOD HAS PROMISED PA567408 1992 TYRONE DICKERSON LEXICON/
SECRET PUB CHICAGO MASS CHOIR GO
GOODNESS AND MERCY (50%) PA419476 1989 WILKENS/TAYLOR LEXICON/
MORAL MUSIC LOS ANGELES MASS CHOIR GO
GRACE (50%) PA399049 1988 TONY WILKINS LEXICON/
MORAL MUSIC LOS ANGELES MASS CHOIR GO
GREAT HEALER PA472409 1992 HOWARD/GOSSETT LEXICON/
SONGS OF TRIUMPH PATTIE HOWARD GO
HE THAT BELIEVETH (P.D. ARR.) PA598752 1992 JAMES CHAMBERS/MARK TAYLOR LEXICON/
BLACK & WHITE
MUSIC CHICAGO MASS CHOIR GO
HEART OF MINE (50%) PA466809 1990 FRED HAMMOND LEXICON/
PARAGON MUSIC COMMISSIONED GO
HEAVEN PA767554 1995 TAYLOR/JONES JOSTE PUB/2 G'S
& a J MUSIC LA MASS CHOIR GO
HE'LL BE THERE PA583743 1992 DONALD TAYLOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
HE'LL BE THERE PAU1728335 1993 HERMAN HARRIS JOSTE PUB/
HERMANDO
PUBLISHING COMMITTED GO
HE'LL MAKE A CHANGE (50%) PA473730 1990 WILKINS/TAYLOR LEXICON/MORAL LOS ANGELES MASS CHOIR GO
HERE I AM (MORE THAN A
CONQUERER) (50%) PA466814 1990 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
HOLD ON UNTIL YOU BLESS ME PA518650 1990 COLEY/SMITH LEXICON/
COLEY'S PEN DARYL COLEY GO
HOPE FOR THE HURTING HEART PA762249 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
HOPEFUL PA762246 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
HOSANNA (33.3%) PA583747 1992 MONTOUTE/TAYLOR/ARMOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
HOW CAN WE SING (IN A STRANGE
LAND) (50%) PA370976 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
HOW GRACIOUS YOU ARE PA646474 1993 ORTEGA SMITH JOSTE PUB/
ORTEGA SMITH
MUSIC HERMAN HARRIS GO
</TABLE>
<PAGE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
HOW MUCH IS WHEN? PA762244 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
I AM BLIND (50) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/ SPEC TWELVE GO
D. MIDDLETON/M. MCNEELY MUSIC/TIMES
20 PRESS
I CAN DO ALL THINGS PENDING 1994 HERMAN HARRIS JOSTE PUB/ HEAVEN SENT GO
HERMANDO
PUBLISHING
I CANNOT TELL IT ALL PA603010 1993 HERMAN HARRIS JOSTE PUB/
HERMANDO
PUBLISHING HEAVEN SENT GO
I CAN'T IMAGINE (25%) PA543322 1991 STEWART/JONES LEXICON/STEWART/
PARAGON PARKES STEWART GO
I DIED FOR YOU (37.5%) PA462370 1990 ARMOR/BATES LEXICON/MORAL/
PAPER BOY FUTREL GO
I FEEL BETTER NOW PA518700 1991 WILLIAMS BROTHERS LEXICON/LEVARN/
PERCY'S TWINS MELVIN WILLIAMS GO
I MUST TELL JESUS (50%) PA419477 1989 WILKENS/TAYLOR LEXICON/
MORAL MUSIC LOS ANGELES MASS CHOIR GO
I SHOULD (50) PA822 156 1997 W. H. BAILEY, III SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
I WILL ALWAYS REMEMBER PA759773 1995 HENRY KAPONO JOSTE PUB/ISLAND
PEARL MUSIC ENRY KAPONO C
I WILL BLESS THE LORD PA681982 1994 GEOFFREY DAVIS JOSTE PUB/
PSUCHE' PUB ESTHER SMITH GO
IF MY PEOPLE (50%) PA466808 1990 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
IF YOU LOOK PA760554 1995 JEFF HAMLIN JOSTE PUB/
CHAMPION OF
LOVE MUSIC GLAD CH
I'LL REACH, I'LL TELL PA572412 1992 REBA RAMBO LEXICON/
NEW KINGDOM
MUSIC PATTIE HOWARD GO
I'M GONNA LET MY LOVE
FLOW (50%) PA370977 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
I'M PERSUADED PA603012 1993 HERMAN HARRIS JOSTE PUB/
HERMANDO
PUBLISHING HEAVEN SENT GO
I'M READY FOR MY CHANGE PA736319 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
INVISIBLE LINE NOT REC JOHN SCULLY JOSTE PUB/
JOHN SCULLY
SONGS --------------- CR
IT WAS YOU PA466813 1991 KARL REID LEXICON/
KARL REID MUSIC COMMISSIONED GO
I'VE GOT THE VICTORY PA462364 1990 DARLENE FUTREL LEXICON/MORAL FUTREL GO
JESUS PA736323 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
JESUS PA646475 1993 RENEE WILLIAMS SMITH JOSTE PUB/RENEE
SMITH MUSIC HERMAN HARRIS GO
JESUS CARES (50%) PA370988 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
JESUS CHRIST SACRIFICED PA583744 1992 LANIAR/TAYLOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
JESUS IS THE REAL THING PA518649 1990 DARYL COLEY LEXICON/
COLEY'S PEN DARYL COLEY GO
JESUS LOVES ME (GC P.D.
ARR) (50%) PA375300 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
JESUS NEVER FAILS (50%) PA451684 1989 ARMOR/TAYLOR LEXICON/MORAL LOS ANGELES MASS CHOIR GO
JESUS, PRECIOUS KING
(GC PD) (50%) PA375287 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
JUDGMENT PA736320 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
JUST A CLOSER WALK WITH
THEE (PD) (50%) PA373164 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
JUST A LITTLE WALK WITH
JESUS NOT REC HERMAN HARRIS JOSTE PUB/
HERMANDO
PUBLISHING --------------- GO
JUSTICE FOR ALL PENDING 1995 LARSON/KAUFLIN JOSTE/CHAMPION OF
LOVE MUSIC (SEE
JUSTMIKE) GLAD CH
KEEP ON MOVIN' PA603009 1993 PAM DAVIS JOSTE PUB/T
HE MUSIC IN ME HEAVEN SENT GO
LAST OF ALL AND THE LEAST
OF THESE, THE PA762251 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
LEANING ON THE EVERLASTING
ARMS (PD) (50%) PA375295 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
LEAVE ME ALONE(85) PA849079 1995 ALBERT/BOQUETTE SONIC CHAOS ARGYLE PARK CH
LET MY LOVE FLOW (50%) PA370977 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
LET US BREAK BREAD TOGETHER
(PD) (50%) PA375306 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
LET'S NOT CRUCIFY HIM
AGAIN (50%) PA445242 1989 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
LORD I KNOW I'VE BEEN CHANGED
(P.D. ARR.) PA767562 1995 GREG JONES JOSTE PUB/2 G'S
& a J MUSIC LOS ANGELES MASS CHOIR GO
LORD JESUS HELP ME (HELP
SOMEBODY) PA445241 1989 MITCHELL JONES LEXICON/
CARLENE JONES COMMISSIONED GO
LOVE IS JUST WHAT WE NEED PA508878 1991 RICH LITTLEJOHN LEXICON/
B-FLAT MUSIC GENE VIALE GO
LOVE LIFTED ME (50%) PA448938 1989 TONY WILKINS LEXICON/MORAL COMMISSIONED GO
LOVE ME RIGHT (25%) PA543321 1991 STEWART/JONES LEXICON/STEWART/
PARAGON PARKES STEWART GO
LOVE SAYS GOODBYE PA759770 1995 HENRY KAPONO JOSTE PUB/ISLAND
PEARL MUSIC HENRY KAPONO AC
LOVE'S NOT SO FAR(16.65) PENDING 1995 TRENT/MANDEVILLE/PETRUCCI SONIC CHAOS TAMMY TRENT CH
MAKE A WAY (50%) PA451682 1989 JEFF RICHARDSON LEXICON/MORAL LOS ANGELES MASS CHOIR GO
MATTER OF TIME PA759771 1995 HENRY KAPONO JOSTE PUB/ISLAND
PEARL MUSIC HENRY KAPONO AC
MORE LIKE JESUS PA518648 1990 COLEY/ALLEN LEXICON/
COLEY'S PEN DARYL COLEY GO
MORE THAN YOU'LL EVER
KNOW (50%) PA445243 1989 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
MOVE RIGHT NOW (50%) PA399046 1988 TONY WILKINS LEXICON/MORAL LOS ANGELES MASS CHOIR GO
MY GOD I LOVE YOU (P.D.) PA784270 1996 PAUL LANGFORD JOSTE PUBLISHING
/CHAMPION OF
LOVE MUSIC GLAD CH
NATIVE GIRL PA759774 1995 HENRY KAPONO JOSTE PUB/ISLAND
PEARL MUSIC HENRY KAPONO AC
NEAR THE CROSS (PD) (50%) PA375296 1988 LAYTHAN ARMOR LEXICON/MORAL LOS ANGELES MASS CHOIR GO
NEVER (25%) PA462367 1990 ARMOR/KASHA/HIRSH LEXICON/MORAL/
SISC/FIRE FUTREL GO
NEVER FAR (50) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY SPEC TWELVE MUSIC
/TIMES 20 PRESS GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NO MORE LONELINESS PA466811 1990 JONES/STEWART LEXICON/JONES/
STEWART COMMISSIONED GO
OH GIVE THANKS PA598748 1992 LAVELLE LACEY LEXICON/
B-FLAT MUSIC CHICAGO MASS CHOIR GO
OH HOW I NEED YOU PA518706 1991 WILLIAMS BROTHERS LEXICON/DALF MELVIN WILLIAMS GO
ONCE AGAIN PA736432 1994 OLIVER SCOTT JOSTE PUB/OLIGUS
PUBLISHING BEAU WILLIAMS GO
ONE WAY TICKET PA768042 1995 REEVES/GRUBBS JOSTE PUB/JIMMY
GRUBBS MUSIC RONNA REEVES CR
ONLY HOPE (50) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY SPEC TWELVE
MUSIC/TIMES
20 PRESS GO
ONLY JESUS WILL (25%) PA543325 1991 STEWART/JONES LEXICON/STEWART/
PARAGON PARKES STEWART GO
ONLY WHAT YOU DO FOR CHRIST
WILL LAST PA370984 1988 MITCHEL JONES LEXICON/
CARLENE JONES COMMISSIONED GO
ORDINARY JUST WON'T DO PA466807 1990 JONES/STEWART LEXICON/JONES/
STEWART COMMISSIONED GO
OVER PA641604 1993 K TRIBITT/P TRIBITT JOSTE PUB/
E TRIBITT
PUBLISHING DONALD MALLOY GO
PASS ME NOT (GC PD ARR) (50%) PA373160 1988 LAYTHAN ARMOR LEXICON/
MORAL MUSIC VOICES OF LIGHT GO
PEACE BE STILL (GC PD
ARR) (50%) PA373161 1988 LAYTHAN ARMOR LEXICON/
MORAL MUSIC VOICES OF LIGHT GO
PEACE IN MY HEART PA518701 1991 WILLIAMS BROTHERS LEXICON/LEVARN/
DALF MELVIN WILLIAMS GO
PERILOUS TIMES (50%) PA370987 1988 FRED HAMMOND LEXICON/PARAGON COMMISSIONED GO
PRAISE THE LORD PA583750 1992 ARMOR/TAYLOR/BLACK LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
PRAISE YE THE LORD PA681985 1994 DANA DAVIS JOSTE PUB/
PSUCHE' PUB ESTHER SMITH GO
REFRESHING PA736321 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
REMEMBER PA625285 1993 L PAGE/C HARRIS JOSTE PUB/YOUNG
ARTISTS FOR
CHRIST MUSIC WITNESS GO
REVIVE US AGAIN (PD) (50%) PA399047 1988 TONY WILKINS LEXICON/MORAL LOS ANGELES MASS CHOIR GO
RICHARD (50) PA822 154 1997 G. S. CURTIS/W. R. BELL, JR. SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
RISE UP MY CHILD (50%) PA462369 1990 ARMOR/FUTREL LEXICON/MORAL FUTREL GO
RIVERBOAT, THE PA762247 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON C
ROMANS 10 PA518647 1990 COLEY/KEE LEXICON/
COLEY'S PEN DARYL COLEY GO
SATAN, WE'RE GONNA TEAR
YOUR KINGDOM (PD) PENDING 1991 HOWARD/GOSSETT LEXICON/SONG OF
TRIUMPH PATTIE HOWARD GO
SAVANNAH BY MOONLIGHT (50%) PENDING 1992 TAYLOR/FOLLESE' JOSTE PUB/
S-MEISTER/
GREAT CUMBERLAND
MUSIC/ S. ALAN TAYLOR CR
- --------------------------- -------- ---- --------- DIAMOND SRUCK
MUSIC/BREAKER
MAKER MUSIC ------------------
SAVE ME NOW (50%) PA445249 1989 FRED HAMMOND LEXICON/PARAGON COMMISSIONED GO
SAY NO PA518704 1991 WILLIAMS BROTHERS LEXICON/LEVARN/
PERCY'S TWINS MELVIN WILLIAMS GO
SEE YOU WHEN I GET
THERE (50%) PA462363 1990 ARMOR/FUTREL LEXICON/MORAL FUTREL GO
SEED (50) PA822 146 1997 R. G. JONES, JR./W. R. BELL, JR. SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
SHADES OF GRAY (50) PA822 155 1997 W. H. BAILEY, III/W. R. BELL, JR. SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
SHOW EACH OTHER LOVE (41.66) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY SPEC TWELVE
MUSIC/TIMES
20 PRESS/MOORE
ON MUSIC GO
SING IN THE FACE OF THE ENEMY NOT REC M MCKINNEY/C ROBINSON JOSTE PUB/
HEARTWING MUSIC ----------------------
SIREN SONG (50) PA822 147 1997 W. H. BAILEY, III SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
SKIN SHED(75) PA849084 1995 SCOTT ALBERT/TOMMY VICTOR SONIC CHAOS ARGYLE PARK CH
SLEEPY LAND (50) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY SPEC TWELVE
MUSIC/TIMES
20 PRESS GO
SO FAR ABOVE PA762250 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
SO GOOD TO KNOW (THE
SAVIOR) (50%) PA445246 1989 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
SOLID ROCK, THE (P.D.) PA784271 1996 DON HART JOSTE PUBLISHING
/CHAMPION OF
LOVE MUSIC GLAD CH
SOMEONE 2 LOVE(16.65) PENDING 1995 TRENT/MANDEVILLE/BUISSON SONIC CHAOS TAMMY TRENT CH
SOUL SONG (41.66) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY SPEC TWELVE
MUSIC/TIMES 20
PRESS/MOORE
ON MUSIC GO
SPEND SOME TIME (25%) PA543328 1991 STEWART/JONES LEXICON/STEWART/
PARAGON STEWART PARKES GO
START ALL OVER (25%) PA543329 1991 STEWART/JONES LEXICON/STEWART/
PARAGON STEWART PARKES GO
STONE LOVE PA767560 1995 BRENT JONES JOSTE PUB/
SANG BOY MUSIC LOS ANGELES MASS CHOIR GO
STORMS KEEP COMING PA736394 1994 DAVID FRAIZER JOSTE PUB/LI'L
DAVE'S MUSIC/
GOD'S MUSIC DONALD MALLOY GO
STRANGE LAND, HOW CAN WE
SING (50%) PA370976 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
SWEET HOUR OF PRAYER
(GC PD) (50%) PA375297 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
TAKE ME HIGHER (25%) PA543326 1991 STEWART/JONES/WRIGHT LEXICON/STEWART/
WRIGHT/PARAGON PARKES STEWART GO
TAKE UP YOUR CROSS PA736395 1994 DAVID FRAIZER JOSTE PUB/LI'L
DAVE'S MUSIC/
GOD'S MUSIC DONALD MALLOY GO
TAKE UP YOUR CROSS (50%) PA399043 1988 TONY WILKINS LEXICON/MORAL LOS ANGELES MASS CHOIR GO
TAKE YOUR BURDENS (TO
THE LORD) PA445244 1989 STEWART/WRIGHT LEXICON/WRIGHT/
STEWART COMMISSIONED GO
TEAR YOUR KINGDOM DOWN (PD) PA572406 1992 HOWARD/GOSSETT LEXICON/
SONG OF TRIUMPH PATTIE HOWARD GO
TELL IT LIKE IT IS PA784266 1996 RON LARSON JOSTE PUBLISHING
/CHAMPION OF
LOVE MUSIC GLAD GO
THAT'S WHAT YOU'VE DONE
FOR ME PA518646 1990 DARYL COLEY LEXICON/
COLEY'S PEN DARYL COLEY GO
THAT'S WHY I SING PA736427 1994 JACKSON/GILLMAN JOSTE PUB/NJMJ
MUSIC/DAVAH/
GILLMAN BEAU WILLIAMS GO
THE GOOD LIFE PA572411 1992 HOWARD/GOSSETT LEXICON/
SONG OF TRIUMPH PATTIE HOWARD GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
THE LORD IS HOLY (BLESS YE
THE LORD) PA399044 1989 WILKINS/TAYLOR LEXICON/MORAL LOS ANGELES MASS CHOIR GO
THE LORD'S NAME IS TO
BE PRAISED PA518645 1990 DARYL COLEY LEXICON/COLEY'S PEN DARYL COLEY GO
THE VISION PA572405 1992 PATTIE HOWARD LEXICON/SONG OF TRIUMPH PATTIE HOWARD GO
THERE IS A FOUNTAIN FILLED
(PD) (50%) PA373163 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
THERE'S NO EXCUSE (50%) PA466812 1990 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
THERE'S NO FRIEND LIKE HIM PA640081 1993 DOUGLAS MILLER JOSTE PUB/MILJO MUSIC DOUGLAS MILLER GO
TO EACH HIS OWN (50%) PA543324 1991 STEWART/WRIGHT LEXICON/STEWART/WRIGHT PARKES STEWART GO
TRUE LOVE (25%) PA543327 1991 STEWART/JONES LEXICON/STEWART/PARAGON PARKES STEWART GO
TRY LOVE AGAIN PA572410 1992 ALAN GLASS LEXICON MUSIC/BMG PATTIE HOWARD GO
USE ME PA572408 1992 HOWARD/LANIER LEXICON/SONG OF TRIUMPH PATTIE HOWARD GO
USE ME PA736324 1994 MOODY/JACKSON JOSTE PUB/MOODEASY MUSIC CARLIS MOODY, JR. GO
WAITING TO HEAR FROM
YOU (50%) PA445247 1989 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
WASH (41.66) PENDING 1997 W. CHASE/
S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY PEC TWELVE MUSIC/TIMES 20
PRESS/MOORE ON MUSIC GO
WATCH THEM DOGS PA518702 1991 WILLIAMS BROTHERS LEXICON/LEVARN MELVIN WILLIAMS GO
WE GATHER TOGETHER (P.D.) PA784264 1996 DON HART JOSTE PUB/CHAMPION OF
LOVE MUSIC GLAD CH
WE'LL UNDERSTAND IT BETTER
BY & BY (PD) (50%) PA373162 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
WHAT A FELLOWSHIP (PD) PA573748 1992 WILKINS/TAYLOR/ARMOR LEXICON/SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
WHAT WILL YOU SAY? PA370985 1988 FRED HAMMOND LEXICON/PARAGON COMMISSIONED GO
WHAT WOULD YOU DO (50%) PA462366 1990 ARMOR/FUTREL LEXICON/MORAL FUTREL GO
WHEN JESUS SINGS (50%) PA370986 1988 FRED HAMMOND LEXICON/PARAGON COMMISSIONED GO
WHERE THERE IS HOPE PENDING 1995 RON LARSON JOSTE PUB/CHAMPION OF
LOVE MUSIC RON LARSON CH
WILL YOU BE READY (50%) PA445240 1989 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
WISHING WELL (50) PA822 152 1997 W. R. BELL, JR. SONIC CHAOS/A-HA-HEE MUSIC ROCKETBOY CH
WORTH THE WAIT (50%) PA462365 1990 ARMOR/FUTREL LEXICON/MORAL FUTREL GO
WORTHY IS THE LAMB PA730460 1994 ADRIAN B. KING JOSTE PUB/A NEW
REVELATION PUB CHICAGO MASS CHOIR GO
YOU BLESSED ME STILL PA809463 1991 WILLIAMS BROTHERS LEXICON/MELENDO MELVIN WILLIAMS GO
YOU BROUGHT ME OUT PA451680 1989 TAYLOR/LEWIS LEXICON/MORAL LOS ANGELES MASS CHOIR GO
YOU CAME FOR ME PA883692 1998 PAMELA DAVIS JOSTE/THE MUSIC IN ME GMWA GO
YOU CAN DEPEND ON JESUS PA370978 1988 STEWART/BRICE LEXICON/WENDY STEWART COMMISSIONED GO
YOU KEEP ON BLESSING ME (50%) PA370975 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
YOU MUST LIVE WHAT YOU
SING ABOUT PA767557 1995 TAYLOR/JONES JOSTE PUB/2 G'S
& a J MUSIC LOS ANGELES MASS CHOIR GO
JUSTMIKE MUSIC (BMI)
Owned
ALL MEN 1997 DARREN BAIN/
JEFFREY BARNES RAPPEL MUSIC UB
ANYWAY, I THINK IT'S OVER PENDING 1991 NINA LLOPIS JAMBOX NINA CH
AS LOVE WOULD 1997 JI LIM RAPPEL MUSIC UB
BABY WANT BABA 1997 ALBERT CABRERA RAPPEL MUSIC UB
BAKIN' A CAKE PA887961 1997 DURALUX JAMBOX DURALUXE CH
BASS 1997 DARREN RUDNICK RAPPEL MUSIC UB
BASS ALERT 1997 DARREN RUDNICK RAPPEL MUSIC UB
BASS BOUND 1997 ALBERT CABRERA RAPPEL MUSIC UB
BASS BREAK 1997 LAZARO CUNILL/
GABRIEL PEREZ RAPPEL MUSIC UB
BASS CHECK (MO BASS) 1997 RODNEY C. TERRY/
VAUGHN WILSON RAPPEL MUSIC UB
BASS CRIMES 1997 SAM HOLLANDER RAPPEL MUSIC UB
BASS DON'T STOP 1997 UB
BASS IT UP 1997 ALBERT CABRERA RAPPEL MUSIC UB
BASSED UPON A FEELING 1997 ALBERT CABRERA RAPPEL MUSIC UB
BASSES LOADED 1997 ALBERT CABRERA RAPPEL MUSIC UB
BASSIN ALL NIGHT 1997 GOLDFINGER RAPPEL MUSIC UB
BEEN MIGHTY GOOD PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BEST FRIEND 861278 1997 LEFT OUT JAMBOX LEFT OUT CH
BHAM BHAM 1997 RODNEY CEDRIC TERRY/VAUGHN WILSON RAPPEL MUSIC UB
BLEACH PA887960 1997 DURALUX JAMBOX DURALUXE CH
BLESSED BE THE NAME 1997 JAMES HALL RAPPEL MUSIC GO
BOB-A-LOO 1997 RODNEY CEDRIC TERRY/VAUGHN WILSON RAPPEL MUSIC UB
BONUS BEATS 1997 RODNEY CEDRIC TERRY/VAUGHN WILSON RAPPEL MUSIC UB
BOTTOM LINE 1997 ALBERT CABRERA RAPPEL MUSIC UB
BOUNCE & ROLL 1997 ALBERT CABRERA RAPPEL MUSIC UB
BUMRUSH THE SOUND 1997 DARREN RUDNICK RAPPEL MUSIC UB
CAR CRASH 1997 DARREN RUDNICK/JEFFREY BARNES RAPPEL MUSIC UB
CAUGHT UP 1997 MELVIN CRISPELL RAPPEL MUSIC UB
CHEWING ON HATE PA836251 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
CLIQUE ROCK 861283 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
COME ON Y'ALL 1997 DARREN RUDNICK RAPPEL MUSIC UB
CONSTANT CRAVING PA840243 1997 ALBERT CABRERA/C. AYALA RAPPEL MUSIC UB
CRISSY RIDES FLUFFY PA887962 1997 DURALUX JAMBOX DURALUXE CH
DAUGHTER OF JERUSALEM PENDING 1991 NINA LLOPIS JAMBOX NINA CH
DEAD HORSE GRIN PA836245 1997 CHRIS COLBERT/NATHAN PELLEGRIN JAMBOX DURALUXE CH
DENA, DENA 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
DJ BEAT I - THE CHASE 1997 RODNEY C. TERRY RAPPEL MUSIC UB
DJ BEAT I I - BUMPIN'
STARROMG AFRIKA 1997 RODNEY C. TERRY/T. EATON RAPPEL MUSIC UB
DO LORD REMEMBER ME 1997 TOMMY E. BROWN, JR. RAPPEL MUSIC UB
DOUBLE A.K. COMEDY HOUR PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
DOUBLE FUNKY A.K. PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
DRIVE BY BASS 1997 SAM HOLLANDER RAPPEL MUSIC UB
DROP IT, BABY 1997 DARREN RUDNICK RAPPEL MUSIC UB
DROP TOP LUV 1997 SAM HOLLANDER RAPPEL MUSIC UB
DURA-LUX PA836250 1997 CHRIS COLBERT JAMBOX DURALUXE CH
EMERGENCY 2 PENDING 1991 NINA LLOPIS JAMBOX NINA CH
EMPIRE OF THE AIR 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
EVERYTHING WILL BE ALRIGHT PA646491 1993 ROBERT GULETTE JUSTMIKE MUSIC DONALD MALLOY GO
EXCUTIONER BEATS 1997 SAM HOLLANDER RAPPEL MUSIC UB
FAITHFUL 1997 CRAIG HANSEN/JI LIM RAPPEL MUSIC UB
FAST LIFE 1997 SAM HOLLANDER RAPPEL MUSIC UB
FEAR PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
FEED US 861285 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
FEEL IT 1997 ALBERT CABRERA RAPPEL MUSIC UB
FEEL THE BASS 1997 DARREN RUDNICK RAPPEL MUSIC UB
FOR THE CREW 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
FOR YOUR NAME IS TO BE PRAISED 1997 JAMES HALL RAPPEL MUSIC UB
FRANTIC 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
FREAK THAT FUNK 1997 ALBERT CABRERA RAPPEL MUSIC UB
FREAKS IN DA HOUSE 1997 WORK FOR HIRE RAPPEL MUSIC UB
FREESTYLE FANATIC 1997 ALBERT CABRERA RAPPEL MUSIC UB
FUNKY MUSIC 1997 ALBERT CABRERA RAPPEL MUSIC UB
FUTURE SHOOTER PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
G.O.L PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
GAVE IT ALL TO HIM 1997 JAMES HALL RAPPEL MUSIC UB
GEORGIA MEETS FLORIDA 1997 RODNEY CEDRIC TERRY/VAUGHN WILSON RAPPEL MUSIC UB
GERMINAL CINEMA PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
GET DOWN 1997 ALBERT CABRERA RAPPEL MUSIC UB
GET FUNKY 1997 DARREN RUDNICK RAPPEL MUSIC UB
GHOST 1997 RODNEY C. TERRY RAPPEL MUSIC UB
GHOSTOWN HAUNTED HOUSE 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
GHOSTOWN DJ STYLE 1997 RODNEY C. TERRY/G. POLK RAPPEL MUSIC UB
GHOSTOWN DJ STYLE III - S B D 1997 RODNEY C. TERRY/M. BROWN RAPPEL MUSIC UB
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GHOSTOWN ROCK 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
GHOSTOWN TRAIN 1997 RODNEY C. TERRY RAPPEL MUSIC UB
GOD IS IN CONTROL 1997 JAMES HALL RAPPEL MUSIC GO
GOD WANTS A YES PENDING 1998 JAMES HALL JUSTMIKE MUSIC JAMES HALL & WORSHIP & PRAISE GO
GOD WILL 1997 JAMES HALL RAPPEL MUSIC GO
GOD'S LOVE 1997 TAJ HARMON RAPPEL MUSIC UB
GOD'S LOVE PA603015 1993 BENJAMIN LOVE JUSTMIKE MUSIC HEAVEN SENT GO
GOD'S LOVE PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
GOT IT GOIN' ON 1997 ALBERT CABRERA RAPPEL MUSIC UB
GREAT DAY PA617386 1993 BILLY RIVERS JUSTMIKE MUSIC ANGELIC VOICES OF FAITH GO
GREAT IS OUR GOD PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
GREEN PARADISE STARRING 1997 RODNEY C. TERRY/M. BULLARD/ UB
2 KAOTIC H. BRAIDES/A. ROBINSON RAPPEL MUSIC
GREG STREET GHOSTOWN CHANT 1997 G. POLK RAPPEL MUSIC UB
HANDICAP SONG 861277 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
HAPPY ARE WE 1997 MELVIN CRISPELL RAPPEL MUSIC UB
HE FIRST LOVED ME PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
HE KNOWS (P.D. ARR) PA617383 1993 BILLY RIVERS JUSTMIKE MUSIC ANGELIC VOICES OF FAITH GO
HE REIGNS PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
HEAVEN 1997 JAMES HALL RAPPEL MUSIC GO
HERE COME THE BLACKHAWKS PAU1841419 1994 THOMAS/DAHL JUSTMIKE MUSIC AC
STEVE DAHL
HIGH SPEED 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
HIGHER 1997 JI LIM RAPPEL MUSIC GO
HOLD TO GOD'S UNCHANGING HAND PENDING 1998 JAMES HALL JUSTMIKE MUSIC JAMES HALL & WORSHIP & PRAISE GO
HOLD UP S.A. 1997 RODNEY CEDRIC TERRY RAPPEL MUSIC UB
HOW EXCELLENT PA883697 1998 TARYN MATHEWS JUSTMIKE MUSIC GMWA GO
HUSTLERS 1997 SAM HOLLANDER RAPPEL MUSIC UB
I REALLY DON'T LIKE IT PA836246 1997 MIKE HOLT/THE HUNTINGTONS JAMBOX THE HUNTINGTONS CH
I RELATE 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC GO
I REMEMBER 1997 JI LIM/DIANA BEACH RAPPEL MUSIC GO
I WANNA PUT IT TO YA 1997 ALBERT CABRERA RAPPEL MUSIC GO
I WILL GIVE THANKS PENDING 1998 KENNETH HENDERSON JUSTMIKE MUSIC GMWA GO
I WILL PRAISE THY NAME FOREVER 1997 DOUGLAS S. LEACOCK RAPPEL MUSIC GO
I'D LIKE TO SEE THE WAY
IT FITS PENDING 1991 NINA LLOPIS JAMBOX NINA CH
IF ONLY 1997 JI LIM RAPPEL MUSIC GO
I'LL GIVE MY ALL TO YOU (50%) PENDING 1995 TAYLOR/BOWERS JUSTMIKE MUSIC LOS ANGELES MASS CHOIR GO
I'M ON MY WAY PA646492 1993 J LAVALLEY JUSTMIKE MUSIC DONALD MALLOY GO
IN THE VOID 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC GO
INJECTO PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
INTERLUDE 1997 RODNEY CEDRIC TERRY/VAUGHN WILSON RAPPEL MUSIC UB
INTRO: ENTERING PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
INTRODUCING M.C. BARBARIAN 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
IRRELEVANT ELEPHANT 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
IT PAYS PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
I'VE COME TO PRAISE HIM 1997 MELVIN CRISPELL RAPPEL MUSIC GO
I'VE FOUND GOD PA572462 1992 HENRY McKENZIE DAVIS LIBRIS MUSIC WAR ON SIN GO
I'VE GOT THE JOY (PD ARR) PA584895 1992 WILLIAMS/BALL LIBRIS MUSIC BEAU WILLIAMS GO
I'VE GOT TO PRAISE HIM PENDING 1998 JAMES HALL JUSTMIKE MUSIC JAMES HALL & WORSHIP & PRAISE GO
J.I.S. PA836247 1997 ONE 21 JAMBOX ONE 21 CH
JESUS IS CALLING PA885996 1998 STEVEN FORD JUSTMIKE MUSIC DALLAS FORT WORTH MASS CHOIR GO
JESUS IS THE REASON 1997 TAJ HARMON RAPPEL MUSIC GO
JESUS LIVES PENDING 1998 JAMES HALL JUSTMIKE MUSIC JAMES HALL & WORSHIP & PRAISE GO
JOSIE 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
JUNGLE BOOGIE 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
JUST A LITTLE TALK WITH JESUS 1997 PRINCE YELDER RAPPEL MUSIC GO
JUST BOUNCE 2 THIS 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
KEEP IT REAL 1997 ALBERT CABRERA RAPPEL MUSIC UB
</TABLE>
<PAGE>
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SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
KEEP ME PA617387 1993 BILLY RIVERS JUSTMIKE MUSIC ANGELIC VOICES OF FAITH GO
KICK THAT SH-T 1997 WORK FOR HIRE RAPPEL MUSIC UB
KING OF GLORY 1997 JAMES HALL RAPPEL MUSIC GO
KISS THE PUPPET 1997 ALBERT CABRERA RAPPEL MUSIC UB
KOOL KOLLIE GROOVE 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
LEAVE THEM THERE 1997 JAMES HALL RAPPEL MUSIC GO
LEAVING PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
LET ME FLOW 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
LET THE BASS GO 1997 DARREN SMITH RAPPEL MUSIC UB
LISTEN UP, Y'ALL 1997 DARREN RUDNICK RAPPEL MUSIC UB
LO LO BEAT 1 PUFF 1997 RODNEY C. TERRY RAPPEL MUSIC UB
LOW RIDER 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
MAKE IT HAPPEN 861287 1997 BRYAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
MAKE ME WHOLE PA617384 1993 BILLY RIVERS JUSTMIKE MUSIC ANGELIC VOICES OF FAITH GO
MIAMI BOOM 1997 DARREN RUDNICK RAPPEL MUSIC UB
MIGHTY GOD 1997 JAMES HALL RAPPEL MUSIC UB
MIND GAME FUNK 1997 SAM HOLLANDER RAPPEL MUSIC UB
MIRROR IMAGE PENDING 1991 NINA LLOPIS JAMBOX NINA CH
MITCH 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
MORE MONEY PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
MRS. JONES 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
MY LOVE PA887964 1997 CHRIS COLBERT JAMBOX CHRIS COLBERT CH
MY WHO 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
N. O. BOUNCE STARRING
ABSTRACKT 1997 RODNEY C. TERRY RAPPEL MUSIC UB
NOBODY LIKE HIM 1997 MELVIN CRISPELL RAPPEL MUSIC GO
NOT EASY BEING ME PA887958 1997 DURALUX JAMBOX DURALUXE CH
ONE AND ONLY PA840244 1997 ALBERT CABRERA/JOEY KIDD RAPPEL MUSIC UB
ONLY LOVE PA840242 1997 ALBERT CABRERA/BRENDA STARR RAPPEL MUSIC UB
OOPS! 1997 LAZARO CUNILL/GABRIEL PEREZ RAPPEL MUSIC UB
OUTRO 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
P, THE 1997 RODNEY C. TERRY RAPPEL MUSIC UB
PARLAY PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
PAROLE BOOM 1997 SAM HOLLANDER RAPPEL MUSIC UB
PERFECT SECURITY PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
PRESSIN ON 1997 JAMES HALL RAPPEL MUSIC GO
PRIDE KILLS 861279 1997 BRYAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
PROUD OF ME 1997 DIANA BEACH/JI LIM RAPPEL MUSIC GO
PUMP ME UP 1997 DARREN RUDNICK RAPPEL MUSIC UB
QUAD FOR THE PO POS 1997 SAM HOLLANDER RAPPEL MUSIC UB
QUADISM BASS CLUB MIX 1997 RODNEY C. TERRY/J. SMITH/M. BROWN RAPPEL MUSIC UB
RAWNESS 1997 SAM HOLLANDER RAPPEL MUSIC UB
REAL 1997 JAMES HALL RAPPEL MUSIC GO
REALITY OF LOVE PENDING 1991 NINA LLOPIS JAMBOX NINA CH
REAP WHAT YOU SOW 1997 PEGGY M. BRITT RAPPEL MUSIC GO
REVOLUTION 1997 JI LIM RAPPEL MUSIC UB
RHYTHM, ROCKS, STOP 1997 ALBERT CABRERA RAPPEL MUSIC UB
RICH MAN NOT REC GENE SKALA JUSTMIKE MUSIC --------------- CR
RIDE THE RHYTHM PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
ROCK & ROLL 1997 ALBERT CABRERA RAPPEL MUSIC UB
ROCK THA BASS 1997 ALBERT CABRERA RAPPEL MUSIC UB
ROCK WIT ME 1997 ALBERT CABRERA RAPPEL MUSIC UB
ROLLIN' 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
SEPARATE YOURSELF PENDING 1991 NINA LLOPIS JAMBOX NINA CH
SHORTY! WHAT YO NAME IS? 1997 RODNEY C. TERRY/M. BROWN RAPPEL MUSIC UB
SHRIMPY BRINE PA887959 1997 DURALUX JAMBOX DURALUXE CH
SO GLAD HE CARES 1997 MELVIN CRISPELL RAPPEL MUSIC GO
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SOME OF DAT ROCK-N-ROLL 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
SOMEBODY'S SPOT PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
SON OF A GUN 1997 ALBERT CABRERA RAPPEL MUSIC UB
SOOKIE SOOKIE 1997 WORK FOR HIRE RAPPEL MUSIC UB
STANDING ON THE PROMISES 1997 JAMES HALL RAPPEL MUSIC GO
STEP PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
STILL IN LOVE WITH YOU 1997 WILLIAM BECTON RAPPEL MUSIC WILLIAM BECTON GO
STONE, THE 1997 ALBERT CABRERA RAPPEL MUSIC UB
STRAIGHT FROM DA QUIPTOWN 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
SUBSTANCE 861282 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
SUGAR PISTOL PA887965 1997 CHRIS COLBERT JAMBOX CHRIS COLBERT CH
TAKE NOT THY HOLY SPIRIT PENDING 1998 JAMES HALL JUSTMIKE MUSIC JAMES HALL & WORSHIP & PRAISE GO
TEMPLE OF BOOM 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
THA BUTTERFLY 1997 RAYMON N. JOHNSON/G.I./ RAPPEL MUSIC UB
RICHARD M. CARTER
THA BUTTERFLY (IN DA CLUB) 1997 RAYMON N. JOHNSON/G.I./ RAPPEL MUSIC UB
RICHARD M. CARTER
THAT KNOCK BASS CHECK 1997 RODNEY C. TERRY RAPPEL MUSIC UB
THAT'S THE KIND OF GOD
THAT I SERVE (PD ARR) PA584894 1992 WILLIAMS/BALL LIBRIS MUSIC BEAU WILLIAMS GO
THE NATION PA887875 1997 WILLIAM MURPHY III/ JUSTMIKE MUSIC MICHAEL BROOKS AND THE NATION GO
MAURICE WHITSETT
THE RULER PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
THIEVES 1997 SAM HOLLANDER RAPPEL MUSIC UB
TIM 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
TONIGHT 1997 JI LIM RAPPEL MUSIC GO
TRUST AND OBEY 1997 JAMES HALL RAPPEL MUSIC GO
TWIST STARRING MOJO 1997 RODNEY C. TERRY/E. LYONS RAPPEL MUSIC UB
TWO GIRLS AND A GUY PA836248 1997 BRIAN GREY JAMBOX LEFT OUT CH
UNDER SCRUTINY PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
VERBAL HOMICIDE 861280 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
VIBRATIONS 1997 ALBERT CABRERA RAPPEL MUSIC UB
WALLY 1997 RODNEY C. TERRY RAPPEL MUSIC UB
WANDERING WONDERFUL PA887963 1997 DURALUX JAMBOX DURALUXE CH
WE MUST BE BORN AGAIN (50%) PA681981 1994 M WHITSETT/D IVEY JUSTMIKE MUSIC ESTHER SMITH GO
WE NEED HIM 1997 JAMES HALL RAPPEL MUSIC UB
WE SHALL OVERCOME (P.D. ARR) PA617389 1993 BILLY RIVERS JUSTMIKE MUSIC ANGELIC VOICES OF FAITH GO
WHAT I WOULDN'T DO FOR YOU
IF I WERE YOU 861284 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
WHAT TIME IS THIS PA885995 1998 VIVIANE DUNCAN JUSTMIKE MUSIC DALLAS FORT WORTH MASS CHOIR GO
WHEN WE ARE TOGETHER 861281 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
WHEN YOU ASSUME 861286 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
WHERE ARE YOU NOW PENDING 1991 NINA LLOPIS JAMBOX NINA CH
WHO RIDE 2 1997 RODNEY C. TERRYVAUGHN WILSON RAPPEL MUSIC UB
WHY DO WE DO PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
WITHOUT YOU WITH ME 1997 BRIAN SMITH/DIANA BEACH/JI LIM RAPPEL MUSIC UB
WON-TU IN EFFECT 1997 ALBERT CABRERA RAPPEL MUSIC UB
X-PLICIT GAMES 1997 SAM HOLLANDER RAPPEL MUSIC UB
YEA 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
YES PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
YES YES Y'ALL 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
YOU COULD BE PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
YOU HOLD YOUR HEART IN
YOUR HANDS PENDING 1991 NINA LLOPIS JAMBOX NINA CH
YOU'LL ALWAYS HAVE MY LOVE NOT REC LARRY KING JUSTMIKE MUSIC --------------- GO
YOUR BIGGEST FAN 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
YOU'RE SPECIAL TO ME PA836249 1997 GRESHAM/HOLBROOK/WEAVER JAMBOX JOE CHRISTMAS CH
Co-Owned
1 2 0 PENDING 1998 DAN WARREN/KEITH ROSENBERG JUSTMIKE MUSIC/ TRIP THEORY AC
DAN WARREN/
KEITH ROSENBERG
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
101 DREAMS PENDING 1998 DAN WARREN/
KEITH ROSENBERG JUSTMIKE MUSIC/DAN WARREN/
KEITH ROSENBERG TRIP THEORY AC
38TH STREET (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/
LONDON SNOW PUBLISHING UB
8 DAYZ' A TWEAK PENDING 1998 DAN WARREN/KEITH
ROSENBERG JUSTMIKE MUSIC/DAN WARREN/
KEITH ROSENBERG TRIP THEORY AC
A-BLAZING GRACE PA748007 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
ABOVE THE MOON (50) PENDING 1997 LONSDORF/FINK/
NORTON/WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE UB
ABUSADORA, PART II (50) PENDING 1997 LAZARO CUNILL/
GABRIEL PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
ALL HE WANTS IS PRAISE PA646634 1995 RALPH LOFTON JUSTMIKE MUSIC/RAPHTON
MUSIC CHRISTIANAIRES GO
ALL RIGHT PA523742 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
ALL THINGS ((55) PENDING 1998 TERRI CARROLL/
TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC/TERRI CARROLL MUSIC TERRI CARROLL GO
ALLELUJAH, PRAISE JEHOVAH PA722207 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
ALRIGHT PA759807 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
AMAZING PA379151 1988 SONG/HARRIS LIBRIS/KHARI KINGDOM GO
AMAZING PA788337 1996 CHRIS ANDERSON JUSTMIKE MUSIC/LILL C.A.K.M.
ANDERSONG KIM McFARLAND GO
AMPHIBIAN "NAKED GRASS (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
ANGELS PA646638 1995 CHARLES PORTER JUSTMIKE MUSIC/PORTACALL MUSIC CHRISTIANAIRES GO
ANOTHER DAY'S JOURNEY (50) 821721 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON MUSIC
PUBLISHING BRONX MASS CHOIR GO
ANYWAY YOU BLESS ME (P.D.
ARR) PA685645 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
ARE YOU LISTENING? (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
ARISE MY SOUL, ARISE (P.D.) PA784268 1996 BOB KAUFLIN JUSTMIKE MUSIC/AUX SEND MUSIC GLAD CH
AS ONE PA379155 1988 SONG/HARRIS LIBRIS/KHARI KINGDOM GO
ASK ANYTHING IN MY NAME PA685621 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
AT PEACE NOT REC 1994 KIM STRAUSS JUSTMIKE MUSIC/STRAUSS BROS. --------------- GO
AT THE GATE PA759806 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
AT THE RIVER PA646629 1995 PAUL PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC CHRISTIANAIRES GO
AWAY IN A MANGER (P.D. ARR.) PA774235 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
BACK 2 BASS X 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING UB
BACK WHERE YOU BELONG PA567381 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
BALLENOPERA (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
BE NOT WEARY PA811772 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN BERNARD RHONE GO
BEEN GONE TOO LONG (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE VINE GO
BEHIND EVERY DARK CLOUD PA815458 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/COTTRELL/COLLIER TOTALLY COMMITTED GO
BEHOLD, OUR GOD IS AMONG
US (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP WHITE
PUBLISHING GO
BETTER WAY PA663347 1995 MICHAEL DODSON JUSTMIKE MUSIC/OTIS STAR
PUBLISHING ANGELIC VOICES OF FAITH GO
BLACK & WHITE PA722037 1994 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/JOSTE/S-
MEISTER S. ALAN TAYLOR CR
BLACK DRESSES PA722326 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO MUSIC STEVE KOLANDER CR
BLESSED BE THE NAME PA801052 1996 DAVID A. BROCK JUSTMIKE MUSIC/DAVIDS
COLLECTIONS NU CITY MASS CHOIR GO
BLUE O'CLOCK PA784160 1996 HOOKER/KOLANDER JUSTMIKE MUSIC/BALOO PUB/GARY
MORRIS MUSIC STEVE KOLANDER CR
BODY PENDING 1998 MIKE CITY JUSTMIKE MUSIC/MIKE CITY MIKE CITY AC
BOOM ME FEATURING
JOHNETTE LACHELLE (50) PENDING 1997 ANTHONY JENKINS/
JOHNETTE LaCHELLE RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING GO
BOOM ME (50) PENDING 1997 ANTHONY JENKINS RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING GO
BOOM THE BASS (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING GO
BORN AGAIN (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/ANTHONY JAMIN
X-CLUSIVE PUBLISHING GO
BREAK YOU OFF PENDING 1998 MIKE CITY JUSTMIKE MUSIC/MIKE CITY MIKE CITY AC
BRING IT ON (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING GO
BROKEN VESSEL PA685620 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
BY MY WORD PA722209 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
CAN'T NOBODY DO ME LIKE
JESUS (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
CAN'T NOBODY DO ME LIKE
JESUS (P.D. ARR) PA685646 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
CAN'T SAY THANK YOU ENOUGH PA722210 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
CAN'T TAME YOUR LOVE PA722329 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO MUSIC STEVE KOLANDER CR
CAN'T UNDO WHAT'S BEEN
DONE (50%) PA722335 1994 KOLANDER/RICHIE JUSTMIKE/BALOO MUSIC/MIGHTY NICE
MUSIC STEVE KOLANDER CR
CAST YOUR CARES PENDING 1996 DESMOND PRINGLE JUSTMIKE MUSIC/DESMOND PRINGLE
MUSIC KIM McFARLAND GO
CATHY, WOMAN OF GOD (I'LL
SEE YOU IN GLORY) 821726 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON MUSIC
PUBLISHING BRONX MASS CHOIR GO
CAUGHT UP PA543337 1991 TIMOTHY McGHEE LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
CHANGED PA856741 1997 BRIAN K. COOK RAPPEL MUSIC/RIGHT STATE OF
MIND PUBLISHING IMANI GO
CHARCHARODON (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CHILD CRIMES (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
CHILLIN IN THE BASS
ZONE (50) PENDING 1997 ANTHONY JENKINS RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING UB
COME HOME PA539549 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
COME LET US WORSHIP PA539550 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
COME LET US WORSHIP HIM PA722076 1994 GREGG PEARSON JUSTMIKE MUSIC/GREGGIE G'S MUSIC GREATER EMMANUEL GO
CRACK THIS MOTHER (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
CROWN HIM PA811768 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN BERNARD RHONE GO
CROWN HIM WITH MANY
CROWNS (P.D.) PA784265 1996 BOB KAUFLIN JUSTMIKE MUSIC/AUX SEND MUSIC GLAD CH
DANCE (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
DANCE BABY (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR. GOLDTOUCH
MUSIC/CALIBRE 380 UB
DAY OF PRAISE, THE (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP WHITE
PUBLISHING UB
DEEP IN MY HEART PA642705 1993 ERIC SHARPER JUSTMIKE MUSIC/LIL' ERIC'S MUSIC CHRISTIANAIRES GO
DIDN'T I CARE? (55) PENDING 1998 TERRY GARMON/CYNTHIA
JERNIGAN JUSTMIKE MUSIC/DA PREACHER'S
MUSIC/CYNDICENTRIC PUBLISHING TERRI CARROLL GO
DIFFERENT EVERY TIME (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY BUCKLEW
PUBLISHING UB
DIGI-TEK (50) PENDING 1998 DAN WARREN/KEITH
ROSENBERG JUSTMIKE MUSIC/DAN WARREN/KEITH
ROSENBERG TRIP THEORY AC
DO IT UP (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING UB
DOER OF YOUR WORD PA784267 1996 BOB KAUFLIN JUSTMIKE MUSIC/AUX SEND MUSIC GLAD CH
DON'T BE AFRAID PA379153 1988 RAHNI SONG LIBRIS/KHARI KINGDOM GO
DON'T BE AFRAID TO DREAM PA762746 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
DON'T COMPLAIN ABOUT
YOUR PROBLEMS PA506614 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
DON'T GIVE UP (50) PA856734 1997 BRIAN K. COOK/ERIC
SMITH RAPPEL MUSIC/RIGHT STATE OF MIND
PUBLISHING IMANI GO
DON'T LEAVE ME PA642702 1993 PAUL PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC CHRISTIANAIRES GO
DON'T YOU GIVE UP PENDING 1998 JAMES HALL JUSTMIKE MUSIC/MIKE CITY JAMES HALL & WORSHIP &
PRAISE GO
DOPPLEGANGER (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
DROWNING MAN PA722331 1994 KOLAND/MURK/HALL/
MCDUFF JUSTMIKE MUSIC/MURKOLMAN/
GROOVEOLATOR/ROCK COUNTRY STEVE KOLANDER CR
DRUNK ON HER LOVE PA722043 1994 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/JOSTE/
S-MEISTER S. ALAN TAYLOR CR
EARTH EMERSED (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
EL PERRITO - ENGLISH
VERSION (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
EL PERRITO - LATIN
VERSION (50) PENDING 1997 LAZARO CUNILL RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
EVEN ME (PD) PA543341 1991 DAVID BROCK LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
EVERY DAY (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
EVERY SINGLE ONE PA760556 1995 BOB KAUFLIN JUSTMIKE MUSIC/ORGANON KEY MUSIC GLAD CH
EVERY TIME I FEEL THE
SPIRIT (P.D.) (50%) PA520772 1991 WILLIAMS/ARMOR LIBRIS/WILLIAMS/LEIGHARM BEAU WILLIAMS GO
EVERYBODY LET'S PRAISE
THE LORD PA543336 1991 PERCY GRAY LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
EVERYTHING'S GONNA
BE ALRIGHT PA836309 1997 P. PORTER/BROWN/T.
PORTER/CARTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC/RON'S ON PUB./PORTACALL
MUSIC/GAC PUBL. CHRISTIANAIRES GO
FAITH'S EYES PA788338 1996 ANDERSON/BATES JUSTMIKE MUSIC/LILL C.A.K.M.
ANDERSONG KIM McFARLAND GO
FALLING IN LOVE (50) PA856740 1997 BRIAN K. COOK/ERIC
SMITH RAPPEL MUSIC/RIGHT STATE OF
MIND PUBLISHING IMANI GO
FILL ME PA685612 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
FILL MY CUP PA646489 1993 PEPE EPTING JUSTMIKE MUSIC/PEPSKI'S MUSIC DONALD MALLOY GO
FOREVER DANCE PA738898 1993 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/JOSTE/
S-MEISTER S. ALAN TAYLOR CR
FOREVER MY LORD PA642085 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT MUSIC JOHN MADGETT GO
FORGIVE ME PA646637 1995 ERIC SHARPER JUSTMIKE MUSIC/LIL ERIC'S
PUBLISHING CHRISTIANAIRES GO
FREAK ME BABY (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/LONDON
SNOW PUBLISHING UB
FREAK THAT BOOTY (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR. GOLDTOUCH
MUSIC/TC & FLOYD UB
FROM THE INSIDE OUT PA506617 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
FULL MOON FEVER PA784163 1996 MAX D.BARNES/BUDDY
CANNON/STEVE KOLANDER JUSTMIKE/BALOO PUB/HARDSCRATCH/
WARNER-TAMERLANE PUB/MADISON
CREEK STEVE KOLANDER CR
FULL OF WONDER (50) PENDING 1997 JI LIM/JIMMY ABEGG RAPPEL MUSIC/JIMMY A MUSIC UB
FULLY COMMITTED PA379149 1988 RAHNI SONG LIBRIS/KHARI KINGDOM GO
GANGSTA WALK (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/LONDON
SNOW PUBLISHING UB
GENTLE REMINDER (50) PENDING 1997 WEMDY BUCKLEW RAPPEL MUSIC/WENDY BUCKLEW
PUBLISHING UB
GET IN THIS HOUSE PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING UB
GET ON UP PA642704 1993 G CARTER/R KENNY JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC CHRISTIANAIRES GO
GETTING READY PA663343 1995 PAUL REED JUSTMIKE MUSIC/DSBB MUSIC ANGELIC VOICES OF FAITH GO
GHETTO THANG (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/LONDON
SNOW PUBLISHING UB
GIFT OF YOU, THE PA617390 1993 KURT CLAYTON JUSTMIKE MUSIC/IVORY DREAMS
MUSIC ANGELIC VOICES OF FAITH GO
GIRLS IN DA BUCK (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GIVE HIM A CHANCE PA856511 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
GIVE IT TO GOD PA788331 1996 DARRYL WALKER JUSTMIKE MUSIC/WALKMAN MUSIC WALT WHITMAN GO
GIVING MY PROBLEMS TO YOU PA722182 1994 EPTING/WEATHERSPOON JUSTMIKE MUSIC/PEPSKI'S MUSIC KIM McFARLAND GO
GLAD I FOUND YOUR LOVE PA584896 1992 GIVENS/TURNER LIBRIS/BEAU/GIVENSGOOD/CHOC BEAU WILLIAMS GO
GLORIA (P.D. ARR.) PA774237 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
GLORIA (RAP VERSION) PA774231 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
GOD CAN MAKE IT BETTER PA646636 1995 GEORGE CARTER JUSTMIKE MUSIC/GAC PUBLISHING CHRISTIANAIRES GO
GOD CARES PA642698 1993 R BROWN/A BROWN JUSTMIKE MUSIC/RON ON PUBLISHING CHRISTIANAIRES GO
GOD HAS BEEN SO GOOD TO ME PA598751 1992 P. GRAY/J. GRAY LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
GOD IS ABLE PA801045 1996 BRYANT L. JONES, SR. JUSTMIKE MUSIC/NESOHC MUZIK NU CITY MASS CHOIR GO
GOD IS GETTING TIRED OF THIS NOT REC P RATLIFF/J ROSS JUSTMIKE MUSIC/AARON SHENA
PUBLISHING --------------- GO
GOD IS JUST A PRAYER AWAY NOT REC 1994 VICTOR JONES JUSTMIKE MUSIC/SENOJ PUB DONALD MALLOY GO
GOD IS ON HIS THRONE PA760553 1995 BOB KAUFLIN JUSTMIKE MUSIC/AUX SEND MUSIC GLAD CH
GOD IS REAL TO ME PA567404 1992 PERCY GRAY LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
GOD REST YE MERRY GENTLEMEN
(P.D. ARR) PA774229 1995 HAMPTON/ORTEGA JUSTMIKE MUSIC/SONSEARE MUSIC ALLEN & ALLEN GO
GOD WILL FIX IT PA788191 1996 REV. JOSEPH DAVIS JUSTMIKE MUSIC/RUN-DOWN MUSIC CHICAGO MASS CHOIR GO
GOD'S GIFT PENDING 1998 MIKE CITY JUSTMIKE MUSIC/MIKE CITY MIKE CITY AC
GOD'S GOT IT PA543315 1991 ISAIAH HEYWARD LIBRIS/BLACK & WHITE IVORY WANDA NERO BUTLER GO
GOD'S GOT THE POWER PA543339 1991 LAVELLE LACY LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
GOD'S LOVE PA788339 1996 KELVIN LENOX JUSTMIKE MUSIC/OXLEN PUBLISHING KIM McFARLAND GO
GOD'S SPEED PA784287 1996 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE MUSIC/
RUSSAX MUSIC ALLEN & ALLEN GO
GOD'S WAY (50) 821724 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON MUSIC
PUBLISHING BRONX MASS CHOIR GO
GOING DOWN PENDING 1998 MIKE CITY JUSTMIKE MUSIC/MIKE CITY MIKE CITY AC
GOING HOME TO LIVE WITH GOD PA730452 1994 BRYANT JONES SR JUSTMIKE MUSIC/NESOHC MUZIK CHICAGO MASS CHOIR GO
GOOD ANSWER (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY BUCKLEW
PUBLISHING GO
GOOD MORNING PA748004 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
GOODNESS AND MERCY PA617385 1993 LEROY HAMPTON JUSTMIKE MUSIC/SONSEARE MUSIC ANGELIC VOICES & D.
MALLOY GO
GREAT AND MARVELOUS PA543312 1991 JEREMIAH NERO LIBRIS/BLACK & WHITE IVORY WANDA NERO BUTLER GO
GREAT DAY PA788188 1996 PERCY GRAY, JR. JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
GREAT DAY PA801049 1996 JACKY JOSEPH JUSTMIKE MUSIC/JUST JACK MUSIC NU CITY MASS CHOIR GO
GREAT IS THY FAITHFULNESS PA821939 1997 VICKIE WINANS
(ARRANGEMENT ONLY) RAPPEL MUSIC/DESTINY JOY
PUBLISHING VICKIE WINANS GO
GREAT THINGS PA856515 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
GREATEST HONOR, THE (50) PENDING 1997 ALBERT CABRERA RAPPEL MUSIC/PHILLIP WHITE
PUBLISHING GO
GROWING UP PA788329 1996 CALVIN WATKINS JUSTMIKE MUSIC/J.B. WATKINS
MUSIC WALT WHITMAN GO
GUIDE MY FEET PENDING 1993 M WOOTEN/P GRAY JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
HALFWAY HOME (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY BUCKLEW
PUBLISHING GO
HAPPY IN MY SOUL PA760581 1995 HUBERT POWELL JUSTMIKE MUSIC/POWELL POWER
MUSIC HUBERT POWELL GO
HAVE A LITTLE FUN PENDING 1998 MIKE CITY JUSTMIKE MUSIC/MIKE CITY MIKE CITY AC
HAVE A TALK PA642080 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT MUSIC JOHN MADGETT GO
HAVE THINE OWN WAY PA543313 1991 ISAIAH HEYWARD LIBRIS/BLACK & WHITE IVORY PATTIE HOWARD GO
HAVE YOU TAKEN THE TIME PA801047 1996 KEVIN HARRIS JUSTMIKE MUSIC/NESOHC MUZIK NU CITY MASS CHOIR GO
HAVE YOUR WAY IN ME PENDING 1993 KENNETH CAMPBELL JUSTMIKE MUSIC/KENRAY MUSIC CHICAGO MASS CHOIR GO
HE ANSWERS PRAYERS PENDING 1993 J GRAY/P GRAY JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
HE ANSWERS PRAYERS PA801051 1996 MICHAEL STOKES JUSTMIKE MUSIC/MICHAEL D. STOKES
MUSIC NU CITY MASS CHOIR GO
HE CAN PA685616 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HE IS ALIVE (50) PA856737 1997 CRAIG JOHNSON/MARK
MABSON RAPPEL MUSIC/RIGHT STATE OF MIND
PUBLISHING IMANI GO
HE IS MINE PA567405 1992 MARK TAYLOR LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
HE RESTORETH MY SOUL PENDING 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING KIM McFARLAND GO
HE SHALL HEAR MY VOICE PA506619 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
HE WILL COME THROUGH PA811770 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN BERNARD RHONE GO
HE WILL MAKE A WAY PA856512 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HEART OF MY SOUL PA539548 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
HEAVEN (50) PENDING 1998 DAN WARREN/KEITH
ROSENBERG JUSTMIKE MUSIC/DAN WARREN/KEITH
ROSENBERG TRIP THEORY AC
HEAVEN IS WAITING NOT REC V JONES/P SMITH JUSTMIKE MUSIC/SENJO MUSIC --------------- GO
HE'LL BE RIGHT THERE PA642701 1993 P PORTER/E SHARPER JUSTMIKE MUSIC/LUAP RETROP'S/
LIL' ERIC'S MUSIC CHRISTIANAIRES GO
HE'LL BE STANDING THERE
FOR YOU PA646494 1993 O ROBINSON/M CHARLES JUSTMIKE MUSIC/DUSTIN ROBB MUSIC DONALD MALLOY GO
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
HE'LL BRING YOU OUT PA663350 1995 DARREN LUELLEN JUSTMIKE MUSIC/DARREN LUELLEN
PUBLISHING ANGELIC VOICES OF FAITH GO
HE'LL MAKE A WAY PA642700 1993 PAUL PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC CHRISTIANAIRES GO
HE'LL NEVER FAIL PENDING 1993 ARMIRRIS PALMORE JUSTMIKE MUSIC/JIMMIRIS MUSIC CHICAGO MASS CHOIR GO
HE'S ALL THAT PA759799 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HE'S ALRIGHT PA788195 1996 MICHAEL GODFREY JUSTMIKE MUSIC/GRAY BOY MUSIC CHICAGO MASS CHOIR GO
HE'S BEEN GOOD PA685618 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HE'S COMING BACK PA567410 1992 ROSE HARPER LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
HE'S GOOD TO ME NOT REC 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING LOS ANGELES MASS CHOIR GO
HE'S MY EVERYTHING PA788193 1996 GRAY, SR./GRAY, JR. JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
HE'S THE LOVER OF MY SOUL PA543340 1991 ABE COOK LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
HE'S THE SAME PA856518 1997 CHISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HE'S THE WAY PA685619 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HE'S THERE FOR YA' (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
HE'S WAITING PA736399 1994 JOE FORBES JUSTMIKE MUSIC/TOTAL PRAISE
MUSIC DONALD MALLOY GO
HIGH PLACES PA681983 1994 W DUNCAN/R BROWN JUSTMIKE MUSIC/BRO-DUNCA MUSIC ESTHER SMITH & H. POWELL GO
HIGHER PA379148 1988 RAHNI SONG LIBRIS/KHARI KINGDOM GO
HIGHER PA784289 1996 HAMPTON/BUCKNER JUSTMIKE MUSIC/BRU-NITE/RUSSAX/
SONSEARE MUSIC ALLEN & ALLEN GO
HIS NAME PA722206 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
HOLD ON PA788335 1996 CHRIS ANDERSON JUSTMIKE MUSIC/LILL C.A.K.M.
ANDERSONG KIM McFARLAND GO
HOLD ON (DON'T GIVE UP) PA788187 1996 PERCY GRAY, JR. JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
HOLD ON...TO THE PROMISE PA736393 1994 ROBERT GULLETTE JUSTMIKE MUSIC/ROBGU MUSIC DONALD MALLOY GO
HOLD OUT (50) 821725 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON MUSIC
PUBLISHING BRONX MASS CHOIR GO
HOLY CITY, THE PA730456 1994 ERIC THOMAS JUSTMIKE MUSIC/ERIC THOMAS
PUBLISHING CHICAGO MASS CHOIR GO
HOLY GHOST POWER PA856513 1997 JONATHAN DUBOSE, JR./
CHRISTOPHER L. GRAY JUSTMIKE MUSIC/JOBO PUBL. CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HOLY MEDLEY: HOLY, HOLY,
HOLY; GREAT IS THY
FAITHFULNESS PA784290 1996 arr. ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE MUSIC/
RUSSAX MUSIC ALLEN & ALLEN GO
HOLY SPIRIT (50) 821723 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON MUSIC
PUBLISHING BRONX MASS CHOIR GO
HOLY, HOLY, HOLY (PD) PA539551 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
HOME PA856509 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HOOK IN ME PA836305 1997 PAHRIS EVANS, JR./PAUL
PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC/PHARO'S MUSIC/PHARIS CHRISTIANAIRES GO
JR'S PUBL.
HOT N WET (33.3) PENDING 1997 RAYMON N. JOHNSON/ RAPPEL MUSIC/BREIA MUSIC/LONDON
RICHARD M. CARTER/ SNOW PUBLISHING GO
DERON BELL, SR.
HOW EXCELLENT PA788332 1996 REV. WENDELL H. LOWE JUSTMIKE MUSIC/LOWEBOYS MUSIC WALT WHITMAN GO
HOW I GOT OVER PA856510 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HOW YA LIVIN' (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING GO
HOW YA'LL FEEL OUT
THERE (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
HUNT, THE (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING GO
I AM PERSUADED (50) PA856735 1997 KERWIN MANNING RAPPEL MUSIC/RIGHT STATE OF MIND
PUBLISHING IMANI GO
I AM PRAYING FOR YOU PA567385 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
I AM WITNESS PA520776 1988 BEAU WILLAMS LIBRIS/WILLIAMS BEAU WILLAMS GO
I CALL ON JESUS PA853383 1997 JERAL GRAY/PERCY GRAY JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
I CAN FEEL HIS SPIRIT PA567411 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
I CAN GO TO THE ROCK PA567407 1992 PERCY GRAY LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
I COME TO PRAISE HIS NAME PA801044 1996 BRYANT L. JONES, SR. JUSTMIKE MUSIC/NESOHC MUZIK NU CITY MASS CHOIR GO
I FOUND JESUS PA853384 1997 WILLIAM R. HAMILTON JUSTMIKE MUSIC/WILHAM MUSIC CHICAGO MASS CHOIR GO
I HEARD THE VOICE (50) PA885998 1998 LEO "BUBBA" TAYLOR/
STEVEN FORD JUSTMIKE MUSIC/LE-TAY PUBLISHING DALLAS FORT WORTH MASS
CHOIR GO
I JUST CAN'T GO ON PA836308 1997 PHARIS EVANS, JR./PAUL
PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC/PHARO'S MUSIC/PHARIS
JR'S PUBL. CHRISTIANAIRES GO
I KNOW THE FEELING (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY BUCKLEW
PUBLISHING GO
I LIVE BY THE WORD PENDING 1994 ALVIN DARLING JUSTMIKE MUSIC/APCS PUB DONALD MALLOY GO
I LOVE YOU PA759800 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
I REALLY LOVE YOU PA762742 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
I REMEMBER WHEN (50) PENDING 1997 TYRONE HEMPHILL/VICKIE
WINANS RAPPEL MUSIC/DESTINY JOY
PUBLISHING GO
I SAW HIM ON THE
MOUNTAIN (50) PENDING 1997 PHILLIP WHITE/DAVID RAPPEL/J. MEADOWS PUB./
MEADOWS/JANICE D. MEADOWS PUB./P. WHITE PUBL. GO
MEADOWS
I SAY YES PA722212 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
I SHALL WEAR A CROWN
(P.D. ARR) PA685643 1994 ALLEN/WIGGINS/TANKARD JUSTMIKE MUSIC/BRU-NITE/RUSSAX/
BENOTE ALLEN & ALLEN GO
I SURRENDER ALL PA663342 1995 KURT CLAYTON JUSTMIKE MUSIC/IVORY DREAMS
MUSIC ANGELIC VOICES OF FAITH GO
I SURRENDER ALL (50) PA856733 1997 KERWIN MANNING RAPPEL MUSIC/RIGHT STATE OF
MIND PUBLISHING IMANI GO
I THANK GOD PA591354 1992 CHRIS GRAY LIBRIS/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
I WANT TO BE MORE LIKE JESUS PA641847 1993 HARRIS/GRAY JUSTMIKE MUSIC/JAMES N. HARRIS
MUSIC CHICAGO MASS CHOIR GO
I WANT TO BE TOUCHED PAU1949616 1995 ALEX GOODWIN JUSTMIKE MUSIC/QUE PSI
PUBLISHING ANGELIC VOICES OF FAITH GO
I WANT TO KNOW LOVE PA722038 1993 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/JOSTE/
S-MEISTER S. ALAN TAYLOR CR
I WANT TO THANK YOU PENDING 1993 BRYANT JONES, SR JUSTMIKE MUSIC/NESOHC MUZIK CHICAGO MASS CHOIR GO
I WANT TO WALK LIKE
JESUS (50%) PA520773 1990 WILLIAMS/ARMOR LIBRIS/WILLIAMS/LEIGHARM BEAU WILLIAMS GO
I WANT YOU (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING UB
I WILL BE ALRIGHT PA506622 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
I WILL REJOICE (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP WHITE
PUBLISHING GO
I WILL TRUST IN THE LORD
(P.D. ARR.) PA762745 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
I WORSHIP PA856514 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
I'D RATHER HAVE JESUS (55) PA885991 1998 JIMMY WYATT JUSTMIKE MUSIC/JIMMY'S JAMS DALLAS FORT WORTH MASS
CHOIR GO
IF YOU BELIEVE (50) PA865089 1997 VICKIE WINANS RAPPEL MUSIC/DESTINY JOY
PUBLISHING VICKIE WINANS GO
IF YOU GOT A GUN (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE VINE GO
IF YOU ONLY KNEW PA760583 1995 H DOOBIE POWELL JUSTMIKE MUSIC/POWELL POWER
MUSIC HUBERT POWELL GO
I'LL GO PA736431 1994 WILLIAMS/BALL JUSTMIKE/BEAU WILLIAMS PUB/
BROBALL PUB BEAU WILLIAMS GO
I'LL GO PA836239 1997 RICHARD GIBBS/KEVIN
YANCY JUSTMIKE MUSIC/GIBBSONG NAT'L BAPTIST MASS CHOIR GO
I'LL GO (P.D. ARR) PA736431 1994 WILLIAMS/BALL JUSTMIKE MUSIC/BEAU WILLIAMS PUB BEAU WILLIAMS GO
I'M A WINNER PA722211 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
I'M BLESSED PENDING 1997 DARRYL WALKER JUSTMIKE MUSIC/WALKMAN MUSIC NAT'L BAPTIST MASS CHOIR GO
I'M BLESSED (50) PA856738 1997 TERRANCE COOK RAPPEL MUSIC/RIGHT STATE OF
MIND PUBLISHING IMANI GO
I'M GLAD I'M SAVED PA646633 1995 RALPH LOFTON JUSTMIKE MUSIC/RAPHTON MUSIC CHRISTIANAIRES GO
I'M GOING HOME PA598755 1992 PERCY GRAY LIBRIS/BLACK & WHITE IVORY COMMISSIONED GO
I'M GOING TO PRAISE THE LORD PA642699 1993 TYRONE PORTER JUSTMIKE MUSIC/PORTACALL MUSIC CHRISTIANAIRES & M.
CLAYTON GO
I'M IN LOVE PA685647 1994 BRUCE ALLEN JUSTMIKE MUSIC/BRU-NITE ALLEN & ALLEN GO
I'M NOT ASHAMED PA539547 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
I'M SAVED PA506620 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
I'M SO GRATEFUL PA730454 1994 BRYANT JONES SR JUSTMIKE MUSIC/NESOHC MUZIK CHICAGO MASS CHOIR GO
I'M WAITING PA567384 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
I'M WORKING FOR THE MASTER PA730455 1994 REV BILLY JONES JUSTMIKE MUSIC/NESOHC MUZIK CHICAGO MASS CHOIR GO
IN HIS HANDS PA836311 1997 PHARIS EVANS, JR./PAUL
PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC/PHARO'S MUSIC/PHARIS
JR'S PUBL. CHRISTIANAIRES GO
IN JESUS' NAME PA506615 1990 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
IN OUR HEARTS PA642082 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT MUSIC JOHN MADGETT GO
IN THE MIDNIGHT HOUR PA567387 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
IN THIS PLACE PA722208 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
IN YOUR PRESENCE PA762743 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
INSTRUMENT OF PRAISE PA788328 1996 EDDIE HOWARD, JR. JUSTMIKE MUSIC/EDDIE HOWARD
MUSIC WALT WHITMAN GO
IS IT REAL LOVE (50) PENDING 1998 KEITH ROSENBERG JUSTMIKE MUSIC/KEITH ROSENBERG DAUBY AC
IT IS WELL WITH MY
SOUL (PD) (50%) PA520771 1992 WILLIAMS/ARMOR LIBRIS/WILLIAMS/LEIGHARM BEAU WILLIAMS GO
IT'S A GOOD THING PA567386 1990 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
IT'S GOOD TO GIVE THANKS PA762740 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
IT'S JUST NOT ENOUGH PA646490 1993 KELVIN LENNOX JUSTMIKE MUSIC/OXLEN MUSIC DONALD MALLOY GO
IT'S REAL (P.D. - ARR.) PAu2129130 1996 DAVID BROCK JUSTMIKE MUSIC/DAVID'S
COLLECTIONS CHICAGO MASS CHOIR GO
IT'S TIME FOR THE ANOINTING PA685617 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
ITZNT2FNKI (INTRO) (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
ITZNT2FNKI (OUTRO) (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
I'VE BEEN BORN AGAIN PA730457 1994 ERIC THOMAS JUSTMIKE MUSIC/ERIC THOMAS
PUBLISHING CHICAGO MASS CHOIR GO
I'VE BEEN CHANGED PA853385 1997 JOEY WOOLFALK JUSTMIKE MUSIC/FALKSTER MUSIC CHICAGO MASS CHOIR GO
I'VE GOT TO PRAISE HIM (50) PA856732 1997 MARK WILLIAMS RAPPEL MUSIC/RIGHT STATE OF
MIND PUBLISHING IMANI GO
I'VE LEARNED TO TRUST PA567383 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
JAM NITTY GRITTY (50) PENDING 1998 DAN WARREN/KEITH
ROSENBERG JUSTMIKE MUSIC/DAN WARREN/KEITH
ROSENBERG TRIP THEORY AC
JESUS I LOVE YOU PA885994 1998 JIMMY WYATT JUSTMIKE MUSIC/JIMMY'S JAMS DALLAS FORT WORTH MASS
CHOIR GO
JESUS IS ALL I NEED (50) PENDING 1997 JAMES POYSER RAPPEL MUSIC/JAJAPO MUSIC GO
JESUS IS CALLING PA646631 1995 TYRONE PORTER JUSTMIKE MUSIC/PORTACALL MUSIC CHRISTIANAIRES GO
JESUS IS COMING PA591356 1992 GRAY/HILL LIBRIS/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
JESUS IS LORD PA598749 1992 KENNETH CAMPBELL LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
JESUS IS THE ONE PA788336 1996 ANDERSON/DRAIN JUSTMIKE MUSIC/LILL C.A.K.M.
ANDERSONG KIM McFARLAND GO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JESUS IS WHY I AIN'T GOT
THE BLUES PA642081 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT
MUSIC JOHN MADGETT GO
JESUS LOVES ME (P.D. ARR.) PA760584 1995 HUBERT POWELL JUSTMIKE MUSIC/POWELL
POWER MUSIC HUBERT POWELL GO
JESUS NEVER FAILS PA759803 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
JESUS THAT'S MY KING (P.D.) PA788340 1996 KIM MCFARLAND JUSTMIKE MUSIC/LILL
C.A.K.M. ANDERSONG KIM MCFARLAND GO
JESUS UNDERSTANDS PA543314 1991 BUTLER/SEALS LIBRIS/BLACK & WHITE
IVORY WANDA NERO BUTLER GO
JESUS WILL FIX IT PA685613 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
JESUS WITH ME PA836307 1997 PHARIS EVANS, JR. JUSTMIKE MUSIC/PHARO'S
MUSIC/PHARIS JR.'S
PUBL. CHRISTIANAIRES GO
JESUS, HE'S MY WAY MAKER PA801046 1996 MICHAEL STOKES JUSTMIKE MUSIC/MICHAEL
D. STOKES MUSIC NU CITY MASS CHOIR GO
JESUS, I LOVE YOU PA591357 1992 GRAY/GRAY LIBRIS/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
JESUS, I LOVE YOU SO PA584893 1992 MONTY JACKSON LIBRIS/BEAU WILLIAMS/
MIGHTY BEAU WILLIAMS GO
JOY WILL COME PA811765 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
JOZETTA (50) PENDING 1997 LONSDORF/FINK/
NORTON/WELSH/
DAWSON RAPPEL MUSIC/WINE ON THE VINE UB
J'S REVENGE (50) PENDING 1997 ANTHONY JENKINS RAPPEL MUSIC/ANTHONY JENKINS PUBLISHING UB
JUICY BOOTY (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY JENKINS PUBLISHING UB
JUST A MOMENT PA584892 1992 BEAU WILLIAMS LIBRIS/BEAU WILLIAMS
MUSIC BEAU WILLIAMS GO
JUST ANOTHER DAY PA722205 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
JUST AS SOON AS I GET THERE PA598756 1992 PERCY GRAY LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
JUST HOW GOOD HE'S BEEN PA730459 1994 BRENDA J MOORE JUSTMIKE MUSIC/BALUTIKS
MUSIC CHICAGO MASS CHOIR GO
JUST WHEN I NEEDED HIM
MOST (PD ARR) PA543318 1991 VICTOR BEAUCHAMP LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
JUSTICE FOR ALL PA760555 1995 LARSON/KAUFLIN JUSTMIKE MUSIC/AUX SEND
MUSIC (SEE JOSTE) GLAD CH
KEEP LISTENING (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA
PREACHER'S MUSIC TERRI CARROLL GO
KEEP LOVE ALIVE PA603014 1992 R GIBBS/T DYSON JUSTMIKE MUSIC/
GIBBSONGS/LITTLE TONY
MUSIC ANGELIC VOICES OF FAITH GO
KEEP ON PRESSING PA726848 1994 ANDERSON/HUFF JUSTMIKE MUSIC/SCA/LILL
CA KM ANDERSONG KIM McFARLAND GO
KEEP PRESSIN' ON PA760585 1995 H DOOBIE POWELL JUSTMIKE MUSIC/POWELL
POWER MUSIC HUBERT POWELL GO
KING'S KIDS PA379152 1988 RAHNI SONG LIBRIS/KHARI KINGDOM GO
LAID LOW (55) PENDING 1998 TERRI CARROLL/
TERRY GARMON JUSTMIKE MUSIC/DA
PREACHER'S MUSIC/TERRI
CARROLL MUSIC TERRI CARROLL GO
LAS MUJERES (50) PENDING 1998 TITO PUENTE, JR/
CALI ALENAN/
KEITH ROSENBERG JUSTMIKE MUSIC/TITO
PUENTE, JR/KEITH
ROSENBERG TITO PUENTE, JR AC
LATOSHA (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
LAY IT TO REST PA784286 1996 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE
MUSIC/RUSSAX MUSIC ALLEN & ALLEN GO
LEANING ON YOU PA811769 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
LET GOD DO IT PA788192 1996 BRENDA MOORE JUSTMIKE MUSIC/BALUTIK'S
MUSIC CHICAGO MASS CHOIR GO
LET IT OFF (50) PENDING 1997 ANTHONY JENKINS/
T. MORGAN RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
LET IT SHINE PA853386 1997 GREGORY BOOTH JUSTMIKE MUSIC/G SHARP
SCALES CHICAGO MASS CHOIR GO
LET THE PEOPLE PRAISE THEE PA567380 1992 ARVIS STRICKLING-
JONES LIBRIS/BLACK & WHITE
IVORY ARVIS STRICKLING-JONES GO
LET'S DANCE PA784165 1996 WEATHERLY/
KOLANDER JUSTMIKE MUSIC/BALOO
PUB/BRIGHT LEAF MUSIC/ STEVE KOLANDER CR
- -------------------------- --------- ---- --------------------- CHARLIE MONK MUSIC ----------------------------
LET'S DANCE (DO THE
HEAVY ROC) (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
LET'S GO TO CHURCH PA836238 1997 C.L. FAIRCHILD JUSTMIKE MUSIC/GREATER
FAITH MUSIC NAT'L BAPTIST MASS CHOIR GO
LET'S HAVE CHURCH NOT REC VICTOR JONES JUSTMIKE MUSIC/SENJO
MUSIC ----------------------------
LET'S MAGNIFY THE LORD PA685614 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
LIFT THE SAVIOR UP PA788190 1996 TIDWELL/GRAY JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
LISTEN TO WHAT I HEAR PA748006 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
LISTEN TO YOUR WOMAN PA722334 1994 KOLANDER/TREE JUSTMIKE/BALOO MUSIC/
EXTRA MEASURE MUSIC STEVE KOLANDER CR
LOLLIPOP (50) PENDING 1997 LAZARO CUNILL/
GABRIEL PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
LOOK UP PA567379 1992 ARVIS STRICKLING-
JONES LIBRIS/BLACK & WHITE
IVORY ARVIS STRICKLING-JONES GO
LOOKOUT (50) PENDING 1997 LAZARO CUNILL/
GABRIEL PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
LORD HAVE MERCY PA836310 1997 T. PORTER/BROWN/
CARTER/EVANS JUSTMIKE MUSIC/PORTACALL
MUSIC/RON'S ON PUBL./
GAC PUBL./PHARO'S
MUSIC/PHARIS JR.'S PUBL. CHRISTIANAIRES GO
LORD IS ALRIGHT, THE PENDING 1993 J GRAY/P GRAY JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
LORD IS MY LIGHT, THE PA730453 1994 MICHAEL STOKES JUSTMIKE MUSIC/MICHAEL D
STOKES MUSIC CHICAGO MASS CHOIR GO
LORD MAKE ME A VESSEL PA598754 1992 MARVIN WOOTEN LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
LORD MOST HIGH PA628903 1993 WOOLA LAFLORA JUSTMIKE MUSIC/IMANI
PUBLISHING COMMITTED GO
LORD OF YOUR LIFE PA811771 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
LORD WE GIVE YOU FLORY (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP
WHITE PUBLISHING GO
LORD WE PRAISE YOU PA681987 1994 TIM BOWMAN JUSTMIKE MUSIC/TIM
BOWMAN PUB ESTHER SMITH GO
LORD, I WANT TO BE HOLY PA760714 1995 DERRICK HORNE JUSTMIKE MUSIC/BN READY
MUSIC DOUGLAS MILLER GO
LOST ART (YEA! YEA! YEA!),
THE (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY JENKINS PUBLISHING UB
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LOVE CAN HEAL THE WORLD PA642078 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT
MUSIC JOHN MADGETT GO
LOVER OF MY SOUL PA543338 1991 BRENDA MOORE LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
MAMA FLEW (50) PENDING 1997 LONSDORF/FINK/
NORTON/WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE UB
MARIA PA722328 1994 KOLANDER/MURNANE JUSTMIKE MUSIC/MURKOLMAN
MUSIC STEVE KOLANDER CR
MAYBE PA722327 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
MUSIC STEVE KOLANDER CR
MEDLEY: CHRISTMAS SONGS
(P.D. ARR) PA685649 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
MEDLEY: CHRISTMAS SONGS
(P.D. ARR) PA774233 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
MERRY CHRISTMAS JESUS PA774230 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
MORE LIKE JESUS PENDING 1993 J HARRIS/P GRAY JUSTMIKE/SAVED
CHILDREN'S/JAMES HARRIS
MUSIC CHICAGO MASS CHOIR GO
MORE THAN A CONQUEROR PA617388 1993 CLAYTON/RIVERS/PEEPLES JUSTMIKE MUSIC/IVORY
DREAMS/RIVER OF PRAISE ANGELIC VOICES OF FAITH GO
MR. GOLDFINGER (50) PENDING 1997 GOLDFINGER RAPPEL /MR. GOLDTOUCH
MUSIC/CALIBRE 380 MUSIC UB
MY HEART IS YOURS PA760582 1995 HUBERT POWELL JUSTMIKE MUSIC/POWELL
POWER MUSIC HUBERT POWELL GO
MY HEART MIGHT (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY
BUCKLEW PUBLISHING GO
MY HEART NEEDS TO KNOW PA414987 1989 BEAU WILLIAMS LIBRIS/BEAU WILLIAMS BEAU WILLIAMS GO
MY LOVE PA784162 1996 NEWMAN/KOLANDER JUSTMIKE MUSIC/BALOO
PUB/MONK FAMILY PUB. STEVE KOLANDER CR
MY PEACE PA722183 1994 HUFF/BRUNSON JUSTMIKE MUSIC/SCA/
DECHE' KIM McFARLAND GO
MY SOUL IS FILLED WITH
PRAISE (50) PENDING 1997 CASSANDRA SNEAD/TERRELL
SNEAD RAPPEL MUSIC/C. SNEAD
PUB./T. SNEAD PUBLISHING GO
MY STRENGTH PA760713 1995 ED TUCKER JUSTMIKE MUSIC/COEE
MUSIC DOUGLAS MILLER GO
NEAR THE CROSS (P.D. ARR.) PA748001 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
NEVER ALONE PA801050 1996 JACKY JOSEPH JUSTMIKE MUSIC/JUST JACK
MUSIC NU CITY MASS CHOIR GO
NEVER ALONE PA836242 1997 CHRIS ANDERSON JUSTMIKE MUSIC/KMCA
ANDERSONG NAT'L BAPTIST MASS CHOIR GO
NEVER ALONE (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP
WHITE PUBLISHING GO
NEVER ALONE (55) PENDING 1998 TERRY GARMON/PHARIS
EVANS, JR JUSTMIKE MUSIC/DA
PREACHER'S MUSIC/
PHARO'S MUSIC TERRI CARROLL GO
NEVER ALONE (REMIX) (55) PENDING 1998 TERRY GARMON/PHARIS
EVANS, JR JUSTMIKE MUSIC/DA
PREACHER'S MUSIC/ TERRI CARROLL GO
NEVER SAY GOOD-BYE PA815463 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/COTTRELL/
COLLIER TOTALLY COMMITTED GO
NEVERTHELESS PA379154 1988 SONG/WHITE LIBRIS/KHARI KINGDOM GO
NEVERTHELESS (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP
WHITE PUBLISHING GO
NEW LIFE PENDING 1994 CHRIS ANDERSON JUSTMIKE MUSIC/LILL CA
KM ANDERSONG KIM McFARLAND GO
NEW NAME PA788186 1996 MARLOWE CRIBBS JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
NEW SONG (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON
THE VINE UB
NEWSCAST (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
NEXT STAGE PA815462 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/
COTTRELL/COLLIER TOTALLY COMMITTED GO
NIGHT AFTER NIGHT PA722325 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
MUSIC STEVE KOLANDER CR
NO NOT ONE PA865090 1997 VICKIE WINANS
(ARRANGEMENT ONLY) RAPPEL MUSIC/DESTINY
JOY PUBLISHING VICKIE WINANS GO
NO, NOT ONE (P.D. ARR) PA685641 1994 ALLEN/WIGGINS/TANKARD JUSTMIKE MUSIC/BRU-NITE/
RUSSAX/BENOTE ALLEN & ALLEN GO
NO, NOT ONE (P.D. ARR) PA856516 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
NOBODY KNOWS THE PAIN (50) PA886992 1998 STEVEN FORD/CARNELL
MURRELL JUSTMIKE MUSIC/CARMAC DALLAS FORT WORTH MASS
CHOIR GO
NOBODY LIKE JESUS PA853387 1997 MARLOWE CRIBBS JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
NOBODY'S GONNA KNOCK MY
SOX OFF PA725217 1994 STEVE DAHL JUSTMIKE MUSIC/BLOWHOLE STEVE DAHL AC
NOT ALONE PA379150 1988 RAHNI SONG LIBRIS/KHARI KINGDOM GO
NOT FOR HIMSELF PA836240 1997 CHEYNEE MCCREE JUSTMIKE MUSIC/MCCREE
PUBL. CO NAT'L BAPTIST MASS CHOIR GO
O CHRISTMAS TREE (P.D.
ARR.) PA774236 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
O CHRISTMAS TREE (RAP
VERSION) PA774232 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
OCEANIC SMOKE (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY
ROEBUCK MARINER AC
ODE TO OVER (HEAVE HO) (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY
BUCKLEW PUBLISHING GO
OH HOW I LOVE JESUS PA801053 1996 BRYANT L. JONES, SR. JUSTMIKE MUSIC/NESOHC
MUZIK NU CITY MASS CHOIR GO
ON MY SIDE PAU2109948 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING GO
ONE OF THESE DAYS (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE UB
ONE THEM CALL ROC, THE (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
ONE WAY TICKET PA768042 1995 REEVES/GRUBBS JIMMY GRUBBS MUSIC RONNA REEVES CR
ONLY LOVE (50) PENDING 1997 PHILLIP WHITE/OLIVER
WHITE RAPPEL MUSIC/WELLO
MUSIC/PHILLIP WHITE
PUBLISHING GO
ONLY ONE, THE (25) PENDING 1997 VICKIE WINANS/JERRY
PETERS/TIM BOWMAN RAPPEL MUSIC/TIM BOWMAN
PUBL./DESTINY JOY PUBL. GO
OOOH (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
ORDINARY PRAYER P811767 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
OUR LIVES (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY
ROEBUCK MARINER AC
PATH, THE PA815457 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/COTTRELL/
COLLIER TOTALLY COMMITTED GO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PEACE IN THE MIDST OF YOUR
STORM PA539546 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
PEACE OF MIND PA663344 1995 KURT CLAYTON JUSTMIKE MUSIC/IVORY
DREAMS MUSIC ANGELIC VOICES OF FAITH GO
PEACE, JOY & HAPPINESS PA414988 1989 BEAU WILLIAMS LIBRIS/BEAU WILLIAMS BEAU WILLIAMS GO
PERFECT PEACE PA685615 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
PHAT LIMO (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
PICKED ME UP PA784293 1996 LATTIMORE/COLLINS, JR./
ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE
MUSIC/RUSSAX MUSIC/
NU-RO PUBL. ALLEN & ALLEN GO
PIECES OF A PUZZLE PA784159 1996 TORROLL/KOLANDER JUSTMIKE MUSIC/BALOO
PUBLISHING/DANNY
TORROLL STEVE KOLANDER CR
PLANETARY WARFARE (50) PENDING 1998 DAN WARREN/KEITH
ROSENBERG JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG TRIP THEORY AC
PLAYA THANG (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/LONDON SNOW PUBLISHING UB
PLEASE DON'T LEAVE ME NOW PENDING 1993 T TIDWELL/P GRAY JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
POWER PA736428 1994 BEAU WILLIAMS JUSTMIKE MUSIC/BEAU
WILLIAMS PUB BEAU WILLIAMS GO
POWER OF THE HOLY GHOST PA736400 1994 PHILIP WILLIAMS JUSTMIKE MUSIC/CARCAN
MUSIC DONALD MALLOY GO
PRAISE HIM (50) PENDING 1997 BRIAN GARY RAPPEL MUSIC/BRIAN GARY
PUBLISHING GO
PRAISE THE LORD PA856519 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
PRAISE THE LORD (50) 821722 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON
MUSIC PUBLISHING BRONX MASS CHOIR GO
PRAY ON IT PA642703 1993 GERRY STINSON JUSTMIKE MUSIC/GETEL
MUSIC CHRISTIANAIRES GO
PSALM 107:31 (50) PA856736 1997 KERWIN MANNING RAPPEL MUSIC/RIGHT STATE
OF MIND PUBLISHING IMANI GO
PUDDY KAT (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
PUMP IT UP LADIES (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
PUSHIN' THA BROOM (50) PENDING 1998 DAN WARREN/
KEITH ROSENBERG JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG TRIP THEORY AC
RADIO ANGELS PA642706 1993 PAUL PORTER JUSTMIKE MUSIC/LUAP
RETROP'S MUSIC CHRISTIANAIRES GO
RAISE ME, SAVE ME, FILL ME PA736426 1994 BEAU WILLIAMS JUSTMIKE MUSIC/BEAU
WILLIAMS PUB BEAU WILLIAMS GO
REALITY (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
RESTORE PA853388 1997 MARVIN WOOTEN JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
RIGHT HERE PA748005 1994 BRUCE ALLEN JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
RIGHT NOW PA543343 1991 BISHOP J C WHITE LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
RIGHT ON TIME PENDING 1994 KELVIN LENOX JUSTMIKE MUSIC/OXLEN PUB KIM McFARLAND GO
RIVER ROAD PA722039 1993 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/
JOSTE/S-MEISTER S. ALAN TAYLOR CR
ROAD TRIP (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY
BUCKLEW PUBLISHING UB
ROLY'S REVENGE (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
ROMEO PA784166 1996 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
PUBLISHING STEVE KOLANDER CR
ROUND 'BOUT MIDNIGHT PA784164 1996 CANNON/KOLANDER JUSTMIKE MUSIC/BALOO
PUB/WARNER-TAMERLANE/ STEVE KOLANDER CR
- -------------------------- --------- ----- ---------------- Madison Creek Music -----------------------
SAFE SEX (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
SALVATION (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE UB
SATISFIED WITH JESUS PA759801 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
SCOOT OVER, MOVE CLOSER PA722330 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
MUSIC STEVE KOLANDER CR
SEE HIS FACE PA759804 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
SEND IT ON DOWN PA663349 1995 MICHAEL DODSON JUSTMIKE MUSIC/OTIS STAR
PUBLISHING ANGELIC VOICES OF FAITH GO
SEND ME, I'LL GO PA736397 1994 ROBERT GULLETTE JUSTMIKE MUSIC/ROBGU
MUSIC DONALD MALLOY GO
SEND THE HOLY GHOST PA539545 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
SEX ADDICTIONS (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
SHAKE IT TO THE RHYTHM PENDING 1998 KEITH ROSENBERG/ANTONIA
GRAHAM JUSTMIKE MUSIC/KEITH
ROSENBERG NYASIA AC
SHAKE, SHAKE, SHAKE PENDING 1997 ANTHONY JENKINS/
C, GARRETT RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
SHE'S GOT A WAY PA722044 1994 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/
JOSTE/S-MEISTER S. ALAN TAYLOR CR
SHE'S SO BAD PA722333 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
MUSIC STEVE KOLANDER CR
SHOW ME THE WAY (80%) PA520775 1991 WILLIAMS/ARMOR/GOUCHE LIBRIS/WILLIAMS BEAU WILLIAMS GO
SILENT NIGHT (P.D. ARR.) PA774234 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
SIMPLY AMAZING PA736429 1994 BEAU WILLIAMS JUSTMIKE MUSIC/BEAU
WILLIAMS PUB BEAU WILLIAMS GO
SLAP (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY
ROEBUCK MARINER AC
SO IN LOVE (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
SO MUCH HE'S DONE PA663345 1995 BILLY RIVERS JUSTMIKE MUSIC/RIVER OF
PRAISE MUSIC ANGELIC VOICES OF FAITH GO
SO REAL "AQUATICA MIX" (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY
ROEBUCK MARINER AC
SOLID ROCK (50) PA856739 1997 CRAIG JOHNSON/DWIGHT
STEELE RAPPEL MUSIC/RIGHT STATE
OF MIND PUBLISHING IMANI GO
SOMEDAY PA788194 1996 GREGORY BOOTH JUSTMIKE MUSIC/G SHARP
SCALES CHICAGO MASS CHOIR GO
SOMEDAY (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE GO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SOMETHING WORTH KEEPING PA722042 1993 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/
JOSTE/S-MEISTER S. ALAN TAYLOR CR
SOMEWHERE NEW PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE GO
SOON AND VERY SOON PA722078 1994 PEARSON/PEARSON JUSTMIKE MUSIC/GREGGIE
G'S MUSIC GREATER EMMANUEL GO
SOUTHERN FUNK (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/LONDON SNOW PUBLISHIN UB
SPLIT LOW (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
STARS IN THE UNIVERSE PA784269 1996 BOB KAUFLIN JUSTMIKE MUSIC/AUX SEND
MUSIC GLAD CH
STILL CRAZY 'BOUT YOU PA784158 1996 JIM WEATHERLY/STEVE
KOLANDER JUSTMIKE MUSIC/BALOO
PUBLISHING/BRIGHT LEAF STEVE KOLANDER CR
STILL WALKIN (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA
MUSIC/LONDON SNOW
PUBLISHING UB
SUBMERGE (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY
ROEBUCK MARINER AC
SUGAR DADDY (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
SWEEPSTAKES PA646635 1995 PAUL PORTER JUSTMIKE MUSIC/LUAP
RETROP'S MUSIC CHRISTIANAIRES GO
SWEET BY & BY (P.D. ARR.) PA762749 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
SWEET HOLY SPIRIT PA759802 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
SWING THAT THANG (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
TAKE ME BACK PA681986 1994 TIM BOWMAN JUSTMIKE MUSIC/TIM
BOWMAN PUB ESTHER SMITH GO
TAKE ME TO 'DA RAVE PENDING 1998 DAN WARREN/
KEITH ROSENBERG JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG TRIP THEORY AC
TAKE ME TO THE WATER
(P.D. ARR.) PA762744 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
TAKE OVER LORD PA853389 1997 TONY TIDWELL JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
TAKE THE CITY (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA
PREACHER'S MUSIC TERRI CARROLL GO
TAKEN FOR GRANTED PA722332 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
MUSIC STEVE KOLANDER GO
TEARS OF JOY PA784288 1996 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE
MUSIC/RUSSAX MUSIC ALLEN & ALLEN GO
TELL IT OVER PA853390 1997 BRENDA JOYCE MOORE JUSTMIKE MUSIC/BALUTIK'S
MUSIC CHICAGO MASS CHOIR GO
TELL IT! PA811773 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
TELL JESUS PA543342 1991 BRENDA MOORE LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
TELL JESUS PA591355 1992 CHRIS GRAY LIBRIS/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
TESTIMONY PA598757 1992 WILLIE ROGERS LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
THANK GOD FOR SAVING ME PA663348 1995 BILLY RIVERS JUSTMIKE MUSIC/RIVER OF
PRAISE MUSIC ANGELIC VOICES OF FAITH GO
THANK YOU JESUS (50%) PA471948 1990 ARMOR/WILLIAMS LIBRIS/WILLIAMS/MORAL BEAU WILLIAMS GO
THE SPACEMEN ARE COMING (50) PENDING 1998 DAN WARREN/KEITH
ROSENBERG/DANA JASON
BROWN JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG/
DANA JASON BROWN TRIP THEORY AC
THEN CAME YOU PA663346 1995 KURT CLAYTON JUSTMIKE MUSIC/IVORY
DREAMS MUSIC ANGELIC VOICES OF FAITH GO
THERE AIN'T NOTHING THAT
GOD CAN'T DO PENDING 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING ESTHER SMITH GO
THERE IS NO ONE LIKE YOU PA722203 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
THERE'S A WORD FOR THAT PA722040 1994 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/
JOSTE/S-MEISTER S. ALAN TAYLOR CR
THIS BEAT IS FOR FREAKS (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
THIS LOVE (WAS MEANT TO
BE) (50) PENDING 1998 DERRICK RAHMING/KEITH
ROSENBERG JUSTMIKE MUSIC/DERRICK
RAHMING/KEITH ROSENBERG AFRO-RICAN AC
THREE KINGS (WE) (P.D. ARR.) PA748002 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
THY NAME BE PRAISED (50) PA885990 1998 STEVEN FORD/MELVIN
CRISPELL JUSTMIKE MUSIC/POT BELLY
MUSIC DALLAS FORT WORTH MASS
CHOIR GO
TIME TO GO (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY
BUCKLEW PUBLISHING UB
TIMES UP (50) PENDING 1998 DAN WARREN/
KEITH ROSENBERG JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG TRIP THEORY AC
TOO CLOSE PA543316 1991 ALEX BRADFORD LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
TOPS DOWN (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA
MUSIC/LONDON SNOW
PUBLISHING UB
TROUBLE IN MY WAY (P.D. ARR) PA685642 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
TURN IT AROUND (55) PENDING 1998 TERRI CARROLL/
TERRY GARMON JUSTMIKE MUSIC/DA
PREACHER'S MUSIC/TERRI
CARROLL'S MUSIC TERRI CARROLL GO
TURN IT OVER PA722204 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
U DON'T HEAR ME (33.3) PENDING 1998 KEVIN CHANDLER/DARNELL
CAMPBELL/TERRY GARMON/ JUSTMIKE MUSIC/DA
PREACHER'S MUSIC/VIBE
TRIBE MUSIC TERRI CARROLL GO
U GO GIRL (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
UNCLOUDED DAY (P.D.) PA811766 1996 arr. CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
UNTIL I FOUND THE LORD PA646630 1995 TYRONE PORTER JUSTMIKE MUSIC/PORTACALL
MUSIC CHRISTIANAIRES GO
UP ABOVE THE CLOUDS PA543317 1991 RICK WATSON LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
USE ME PENDING 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING LOS ANGELES MASS CHOIR GO
VICTORY IN PRAISING GOD PA598750 1992 BRENDA MOORE LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
VOICE ANGEL PENDING 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
WAITING ON GOD PA567406 1992 WILLIE ROGER LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
WALK UPRIGHT PENDING 1993 BRENDA J MOORE JUSTMIKE MUSIC/BALUTIKS
MUSIC CHICAGO MASS CHOIR GO
WALK WITH ME LORD PA759809 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WALK WITH ME LORD (P.D. ARR) PA685644 1994 ALLEN/WIGGINS/STEVENSON JUSTMIKE MUSIC/BRU-NITE/
RUSSAX/SAME NAME ALLEN & ALLEN GO
WALKING UNDER LADDERS (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE UB
WAY OF A CHRISTIAN, THE PA506621 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE
IVORY ARVIS STRICKLING-JONES GO
WAYSIDE (50) PENDING 1997 ANTHONY JENKINS/
T. MORGAN RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
W-BOOM (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
WE BOW TO WORSHIP THEE PA762741 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
WE COME TO PRAISE PA736430 1994 BEAU WILLIAMS JUSTMIKE MUSIC/BEAU
WILLIAMS PUB BEAU WILLIAMS GO
WE GOTTA TELL PA520774 1991 BEAU WILLIAMS LIBRIS/WILLIAMS BEAU WILLIAMS GO
WE NEED A MIRACLE PA759805 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
WE NEED JESUS PA646632 1995 BROWN/BROWN JUSTMIKE MUSIC/RON ON
PUBLISHING CHRISTIANAIRES GO
WE SHOULD'VE JUST STAYED
FRIENDS PA784161 1996 HANK COCHRAN/BUDDY
CANNON/ STEVE KOLANDER JUSTMIKE MUSIC/BALOO
PUB/CO-HEART MUSIC/ STEVE KOLANDER CR
WE WORSHIP YOU PA853391 1997 TIMOTHY BYRON MCGHEE JUSTMIKE MUSIC/GLORY
CLOUD MUSIC CHICAGO MASS CHOIR GO
WE'RE GONNA HAVE A GOOD TIME PA506618 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE
IVORY ARVIS STRICKLING-JONES GO
WE'RE WAITING LORD NOT REC 1992 BRYANT JONES LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
WHAT A FRIEND PA856517 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
WHAT CAN I GIVE PA681984 1994 ADAM WHITE III JUSTMIKE MUSIC/TIM
BOWMAN PUB ESTHER SMITH GO
WHAT WILL YOU DO PA506616 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE
IVORY ARVIS STRICKLING-JONES GO
WHATEVER YOU NEED PA788330 1996 EDDIE HOWARD, JR. JUSTMIKE MUSIC/EDDIE
HOWARD MUSIC WALT WHITMAN GO
WHEN THE PRAISES GO UP PA598753 1992 BRYANT JONES LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
WHO AM I? (50) PENDING 1998 DAN WARREN/
KEITH ROSENBERG JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG TRIP THEORY AC
WHO IS THIS JESUS (P.D. ARR.) PA836243 1997 ARR: C.L. FAIRCHILD JUSTMIKE MUSIC/GREATER
FAITH MUSIC NAT'L BAPTIST MASS CHOIR GO
WINTER LOVE PA736306 1994 CARUSO/BRADLEY JUSTMIKE MUSIC/RADIANCE
PUBLING COLBY/CARUSO AC
WISHING WE'D COME TRUE (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY
BUCKLEW PUBLISHING GO
WITNESS (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING
WOMAN IN BLACK PA722041 1993 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/
JOSTE/S-MEISTER S. ALAN TAYLOR CR
WONDERFUL GOD PA853392 1997 NELSON B. SMITH II JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
WONDERFUL, MARVELOUS PA567409 1992 BRENDA MOORE LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
WORDS TO THE BREAK OF
DAWN (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS PUBLISHING UB
WORK DONE, CAUGHT UP AND
FREE PA815456 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/COTTRELL/
COLLIER TOTALLY COMMITTED GO
WORK IN ME JESUS PA788341 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING KIM McFARLAND GO
WORK IT NOW (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY JENKINS PUBLISHING UB
WORK IT OUT (50) PENDING 1997 VICKIE WINANS/AUTUMN
FOSTER RAPPEL MUSIC/DESTINY JOY
PUBL./TWONIE S.
PRODUCTIONS GO
WORK THAT THANG OUT PA836244 1997 TERRY GARMON JUSTMIKE MUSIC/PECULIAR
PEOPLES MINISTRIES
PUBL. NAT'L BAPTIST MASS CHOIR GO
WORK THE WORKS (66.7) PA885993 1998 STEVEN FORD/RODNEY
HARRIS, SR./MARCUS
HERRING JUSTMIKE MUSIC/RODNEY
JON HARRIS MUSIC DALLAS FORT WORTH MASS
CHOIR GO
WORSHIP THE LORD PA788189 1996 REV. TIMOTHY B. McGHEE JUSTMIKE MUSIC/WORSHIP
SONG MUSIC CHICAGO MASS CHOIR GO
WORTHY OF THE PRAISE PA801048 1996 ERIC THOMAS JUSTMIKE MUSIC/ERIC
THOMAS PUBLISHING NU CITY MASS CHOIR GO
WOUNDED FOR ME (P.D. ARR) PA685648 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
WRAPPED UP PA836306 1997 PAUL PORTER JUSTMIKE MUSIC/LUAP
RETROP'S MUSIC CHRISTIANAIRES GO
WRITTEN BY TIME PAU2109947 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING GO
YESTERDAY, TODAY, FOREVER PA762748 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
YIELD YOURSELF PA726847 1994 STEPHEN HUFF JUSTMIKE MUSIC/SCA MUSIC KIM McFARLAND GO
YOU ARE MY SONG PA642084 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT
MUSIC JOHN MADGETT GO
YOU CAN GO HOME PA642077 1994 J MADGETT/B MASON JUSTMIKE MUSIC/MADGETT
MUSIC/MAY SUN MUSIC JOHN MADGETT GO
YOU CAN MAKE IT PA642083 1994 J MADGETT/J ROGERS JUSTMIKE MUSIC/MADGETT
MUSIC/B ROGERS PUB JOHN MADGETT GO
YOU DON'T KNOW WHAT THE
LORD HAS DONE FOR ME PA784291 1996 arr. ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE
MUSIC/RUSSAX MUSIC ALLEN & ALLEN GO
YOU HAVE MY HEART(15%) PA836302 1997 HAMMOND/RUTHERFORD/
TRENT JAMBEAUX/TAMMY B MUSIC/
PARAGON MUSIC CORP./SCA
MUSIC TAMMY TRENT CH
YOU LOVE ME PA853393 1997 JERAL GRAY/PERCY GRAY JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
YOU MADE IT RIGHT PA784292 1996 ALLEN/WIGGINS/HENDERSON JUSTMIKE MUSIC/BRU-NITE
MUSIC/RUSSAX MUSIC ALLEN & ALLEN GO
YOUR AMAZING GRACE PA642079 1994 J MADGETT/J ROGERS JUSTMIKE MUSIC/MADGETT
MUSIC/B ROGERS PUB JOHN MADGETT GO
YOUR BODY (50) PENDING 1997 ANTHONY JENKINS RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
YOUR LOVE PA815455 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/COTTRELL/
COLLIER TOTALLY COMMITTED GO
YOUR LOVE COMES SHINING
THROUGH PA811774 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
YOU'RE MY EVERYTHING PA730458 1994 BRENDA MOORE JUSTMIKE MUSIC/
BALUTIK'S MUSIC CHICAGO MASS CHOIR GO
YOU'RE WITH ME PA762747 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
YOU'VE BEEN BLESSING ME PA567382 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK &
WHITE IVORY ARVIS STRICKLING-JONES GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
YOU'VE GOT TO STAND PA543319 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK &
WHITE IVORY ARVIS STRICKLING-JONES GO
YULETIDE PRELUDE PA774238 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/
BRU-NITE/RUSSAX ALLEN & ALLEN GO
ZAMAR PRAISE (THY NAME BE
PRAISED REPRISE) (50) PA885997 1998 STEVEN FORD JUSTMIKE MUSIC/
POT BELLY MUSIC DALLAS FORT WORTH MASS CHOIR GO
DETHOM PUBLISHING (SESAC)
Owned
AFRICAN PRAISE (HOLY, HOLY) PA445319 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
ALL IS AT REST PENDING 1997 CHRISTIAN STRIGNANO DETHOM PUBLISHING CH
ANOINT ME LORD PENDING 1997 BRIAN CHASE WILLIAMS/TYRONE
GREGG RED REWMAR MUSIC GO
BE ENCOURAGED PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC GO
BE ENCOURAGED - REPRISE PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC GO
BLUE SKIES PA812695 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
BURDEN BEARER PENDING 1997 DERRICK HANNA RED REWMAR MUSIC GO
BY AND BY (IT'S GONNA BE
ALRIGHT - BEC'S VIBE) PA821611 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
BY AND BY (IT'S GONNA BE
ALRIGHT - CHOIR VIBE) PA821612 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
CLOSER TO YOU PENDING 1997 WILLIAM BECTON/SAM KENDRICK,
JR. RED REWMAR MUSIC WILLIAM BECTON GO
COME BACK PENDING 1998 CHRISTIAN STRIGNANO DETHOM PUBLISHING CR
COURAGE TO JOURNEY ON PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
DEEP RIVER NOT REC GLOSTER WILLIAMS DETHOM PUBLISHING --------------- GO
DELIVERANCE PA455314 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
DON'T GIVE UP, HOLD ON PENDING 1997 GLOSTER WILLIAMS RED REWMAR MUSIC GO
DON'T GIVE UP, HOLD ON PAU1721315 1993 GLOSTER WILLIAMS DETHOM PUBLISHING NOT RECORDED GO
DON'T YOU LOSE IT PA812696 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
FALL AFRESH PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
GLAD ABOUT IT PENDING 1998 MORRIS MINGO DETHOM PUBLISHING SALT OF THE EARTH GO
GOD IS IN THE HOUSE PA821614 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
GOD WILL MAKE A WAY PENDING 1997 VERONICA FULTON RED REWMAR MUSIC GO
GOIN' TO CHURCH PA883695 1998 KILLORI DOWER DETHOM PUBLISHING GMWA GO
GRATEFUL PENDING 1997 ISADORE JACKSON RED REWMAR MUSIC GO
GUIDE ME O THOU GREAT
JEHOVAH PENDING 1997 GLOSTER WILLIAMS RED REWMAR MUSIC GO
HAVE FAITH IN GOD NOT REC GLOSTER WILLIAMS DETHOM PUBLISHING --------------- GO
HEART OF A LOVE SONG 821613 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
HEAVEN PENDING 1997 MICHAEL SCOTT RED REWMAR MUSIC GO
HEROS PA445317 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
HE'S ABLE PA767555 1995 EDWARD TATE DETHOM PUBLISHING LOS ANGELES MASS CHOIR GO
HE'S GOT HIS EYES ON YOU
(P.D. ARR) PA604807 1993 GLOSTER WILLIAMS DETHOM PUBLISHING JESSY DIXON GO
HE'S SWEET, I KNOW NOT REC GLOSTER WILLIAMS DETHOM PUBLISHING --------------- GO
HE'S WORTHY PA367093 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
HIS EYE IS ON THE SPARROW
(P.D. ARR) PA603011 1993 GLOSTER WILLIAMS DETHOM PUBLISHING HEAVEN SENT GO
HIS EYE IS ON THE SPARROW
(PD) PA478082 1990 GLOSTER WILLIAMS LUMINAR MUSIC HEAVEN SENT GO
HOLD ON PENDING 1997 KEVIN WILKINS RED REWMAR MUSIC GO
HOLD UP THE LIGHT PA367097 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
HOLY GHOST ABIDE PENDING 1997 KEVIN WILKINS RED REWMAR MUSIC GO
HOLY SPIRIT PA367095 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
HOLY SPIRIT PA883693 1998 JAY TERRELL DETHOM PUBLISHING GMWA GO
I AM ON THE BATTLEFIELD PA883694 1998 WESLEY MILSAP DETHOM PUBLISHING GMWA GO
I CATCH MYSELF/I LET IT GO PA812693 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
I WILL GIVE THANKS PA883696 1998 KENNETH HENDERSON DETHOM PUBLISHING GMWA GO
I WILL SING HALLELUJAH PA445313 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
I'LL DO YOUR WILL PA646493 1993 GLOSTER WILLIAMS DETHOM PUBLISHING DONALD MALLOY GO
IN THE ARMS OF LOVE PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
IT WILL BE ALRIGHT PENDING 1997 BRIAN CHASE WILLIAMS RED REWMAR MUSIC B. CHASE WILLIAMS & SHABACH GO
JESUS IS JUST ALRIGHT WITH
ME (P.D. ARR) PA641458 1993 GLOSTER WILLIAMS DETHOM PUBLISHING ESTHER SMITH (JC VOL 2) GO
JESUS LOVES ME NOT REC GLOSTER WILLIAMS DETHOM PUBLISHING --------------- GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JUST BECAUSE PENDING 1997 M. YOUNG/LILLIAN E. SMITH/G.
JACKSON RED REWMAR MUSIC GO
JUST LIKE YOU PA812689 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
KEEP ON BLESSING ME PA570170 1992 GLOSTER WILLIAMS DETHOM PUBLISHING EVELYN TURRENTINE-AGEE GO
LEAN ON ME PA821617 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
LET JESUS LEAD YOU PA367098 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
LET ME SHOW YOU (I LOVE
YOU JESUS) PA821619 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
LET THE HEALING BEGIN PENDING 1997 WILLIAM BECTON/CHERYL PHILLIPS RED REWMAR MUSIC WILLIAM BECTON GO
LIFT THE SAVIOUR UP PENDING 1997 BRIAN CHASE WILLIAMS RED REWMAR MUSIC B. CHASE WILLIAMS & SHABACH GO
LOST WORLD, THE PA812694 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
MAKE YOUR MIND UP PA640082 1993 GLOSTER WILLIAMS DETHOM PUBLISHING DOUGLAS MILLER GO
NEVER, NEVER, NEVER PA812687 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
NO TURNING BACK PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
NO WAY PA367107 1988 GLOSTER WILLIAMS LUMINAR MUSIC THE NEW KING JAMES VERSION GO
O THE BLOOD PA367092 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
OH BLESS THE NAME PA445315 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
OLD TIME RELIGION (P.D.
ARR) PA598214 1993 GLOSTER WILLIAMS DETHOM PUBLISHING COMMITTED (JC VOL 2) GO
ONE MORE TIME PA812690 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
PICK IT UP PENDING 1997 GARLAND WALLER RED REWMAR MUSIC GO
PRECIOUS MEMORIES PENDING 1997 BRIAN CHASE WILLIAMS RED REWMAR MUSIC B. CHASE WILLIAMS & SHABACH GO
REDEEMED PA367099 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
REJOICE PA812-585 1997 BRIAN CHASE WILLIAMS/TYRONE
GREGG RED REWMAR MUSIC B. CHASE WILLIAMS & SHABACH GO
SANE PA812688 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
SHOW ME HOW TO LOVE AGAIN PA821616 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
SINCE THE LORD CHANGED MY
LIFE PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
SO HAPPY PA821615 1997 WILILAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
STILL IN LOVE WITH YOU PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
SURE WON'T FORGET PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
SWEETER THAN HONEY PA821618 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
TAKE A TRIP PENDING 1997 BRIAN CHASE WILLIAMS/TYRONE
GREGG RED REWMAR MUSIC B. CHASE WILLIAMS & SHABACH GO
THERE IS NO FAILURE IN GOD PA445318 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
THESE ARE THE PROMISES PA445320 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
THIS JOY PA367108 1988 WILLIAMS/BADY LUMINAR MUSIC THE NEW KING JAMES VERSION GO
THIS MATCHLESS LOVE PA669956 1993 THEODORE MATLOCK DETHOM PUBLISHING EVELYN TURRENTINE-AGEE GO
THIS MUST BE WHERE WE SAY
GOODBYE PENDING 1997 CHRISTIAN STRIGNANO DETHOM PUBLISHING
THIS WAY PA812692 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
TIL THE END (JAZZ VERSION) PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
TIL YOU TAKE THE PAIN AWAY PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
TILL THE END PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
TRUST IN JESUS PENDING 1997 MICHAEL SCOTT RED REWMAR MUSIC GO
UNFAILING GOD PENDING 1997 ANTHONY D. HILL RED REWMAR MUSIC GO
WE WORSHIP CHRIST PENDING 1997 BRYANT PHILLIPS RED REWMAR MUSIC GO
WHAT WOULD I DO (WITHOUT
THE LORD) PA367094 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
WHITER THAN SNOW (P.D. ARR) PA641457 1993 GLOSTER WILLIAMS DETHOM PUBLISHING COMMITTED GO
WHY NOT NOW PA812691 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
WORKIN' OUT PA821620 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
WORTHY IS THE LAMB PA821621 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
YES THERE IS AN ANSWER PA445316 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
YOU CAN CALL GOD PA445312 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
YOUR CHANGE WILL COME PA367100 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
Co-Owned
AT THE CROSS (PD ARR) PA572471 1991 GLOSTER WILLIAMS LUMINAR/GLOSSIAM AS ONE GO
BOUND FOR MT. ZION (25) PENDING 1997 ALLISON/BRYCE/GLOSTER WILLIAMS RED REWMAR MUSIC/
GLOSSIAM MUSIC/
EXCELLORIC MUSIC GO
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CALL HIM UP PA567403 1992 LAVELLE LACY LUMINAR/B-FLAT MUSIC CHICAGO MASS CHOIR GO
CAUSE MY JESUS DID (50) PENDING 1997 THEODORE MATLOCK RED REWMAR MUSIC/
GLOSSIAM MUSIC GO
CLOSER (50%) NOT REC GLOSTER WILLIAMS DETHOM/MUSIC N' MORE ------------- GO
COME LET'S WORSHIP (25) PENDING 1997 K. TAYLOR RED REWMAR/GLOSSIAM
MUSIC/KATCO MUSIC GO
CROWN ME (50) PENDING 1997 BRIAN CHASE WILLIAMS RED REWMAR/SUGAR BEAR
PRODOS GO
FOR LOVE ALONE (50) PENDING 1997 BRIAN CHASE WILLIAMS RED REWMAR/I JUST
PLAY BASS MUSIC GO
GIVE IT TO ME PA572470 1991 GLOSTER WILLIAMS LUMINAR/GLOSSIAM AS ONE GO
GOD CAN DO ANYTHING (50%) PA3670996 1988 DONNIE HARPER LUMINAR/LEIGHARM NEW JERSEY MASS CHOIR GO
GOD WILL TAKE CARE OF YOU
(P.D. ARR) PA574474 1991 BATTLE/WILLIAMS LUMINAR/GLOSSIAM/
PEACE-O-MIND MUSIC AS ONE GO
GOD'S GONNA MAKE IT ALRIGHT
AFTER AWHILE PA736396 1994 DONNIE HARPER DETHOM/MY DITTY MUSIC DONALD MALLOY GO
HE REIGNS (50) PENDING 1997 BRIAN CHASE WILLIAMS/TRES
GILBERT RED REWMAR/I JUST
PLAY BASS MUSIC
HE WAS THERE ALL THE TIME
(37.50) PENDING 1997 LEE WOODIE RED REWMAR/GLOSSIAM
MUSIC/DHERICO MUSIC GO
HE WILL ANSWER (50) PENDING 1997 CHRISTOPHER JOE RED REWMAR/CHRISJOE
PUBLISHING GO
HE'S EVERYTHING I NEED PA722181 1994 CARNELL MURRELL DETHOM/CARMAC MUSIC KIM McFARLAND GO
HIS NAME SHALL ENDURE
FOREVER PA736392 1994 DONNIE HARPER DETHOM/MY DITTY MUSIC DONALD MALLOY GO
HURRY UP (THE TIME IS
RIGHT) (25) PENDING 1997 R. WATSON RED REWMAR/GLOSSIAM
MUSIC/WATSONG
PUBLISHING GO
I NEED THEE (50) PENDING 1997 GLOSTER WILLIAMS/MARCUS DEVINE RED REWMAR/GLOSSIAM
MUSIC GO
I SHALL NOT BE DEFEATED PENDING 1994 BROWN/TAYLOR DETHOM/JUST A
THOUGHT/JOSTE LOS ANGELES MASS CHOIR GO
I SURRENDER PENDING 1994 CARNELL MURRELL DETHOM/CARMAC MUSIC KIM McFARLAND GO
IN HIS HANDS PA572460 1992 GLOSTER WILLIAMS LUMINAR/GLOSSIUM WAR ON SIN GO
IN TIME HE'LL BRING YOU OUT PA883691 1998 JAMES BIGNON DETHOM/BIGNON
PUBL. CO. GMWA GO
IT IS WELL WITH MY
SOUL (50) PENDING 1997 ANTHONY D. HILL RED REWMAR/JANTINA
MUSIC PUBLISHING GO
IT'S GOT TO BE LOVE (50) PENDING 1997 CHRISTIAN STRIGNANO/WILLIE
WILSON DETHOM/SELF PUBLISHED CR
JESUS PRECIOUS KING (50) PENDING 1997 ANTHONY D. HILL RED REWMAR/JANTINA
MUSIC PUBLISHING GO
JOY COMETH IN THE MORNING PA760716 1995 ROBERT BAXTER DETHOM/DOMIL DOUGLAS MILLER GO
LET THE SPIRIT TAKE
OVER (50) PENDING 1997 CHRISTIAN STRIGNANO/DENISE
DAVIS DETHOM/LIFE OF THE
RECORD MUSIC CR
LIFT HIM UP (100) PENDING 1997 CHRISTOPHER JOE RED REWMAR MUSIC/
CHRISJOE PUBLISHING GO
LORD, HAVE YOUR WAY PA640080 1993 ROBERT BAXTER DETHOM/DOMIL DOUGLAS MILLER GO
LOVE IS COMING BACK FOR ME PENDING 1998 CHRISTIAN STRIGNANO/tIMOTHY
ERWIN DETHOM PUBLISHING/
EARTH TO MOTHERSHIP
MUSIC GO
MESSAGE TO JESUS -
REPRISE (50) PENDING 1997 ANTHONY HILL RED REWMAR/JANTINA
MUSIC PUBLISHING GO
MESSAGE TO JESUS (50) PENDING 1997 ANTHONY HILL RED REWMAR/JANTINA
MUSIC PUBLISHING GO
MY HEART NEVER HAD IT SO
GOOD (40) PENDING 1998 CHRISTIAN STRIGNANO/tIMOTHY
ERWIN
NEVER ALONE (PD ARR) PA572473 1991 GLOSTER WILLIAMS LUMINAR/GLOSSIAM/
HERMANDO AS ONE GO
NIGERIAN CHANT (HOLY
SPIRIT) PA736398 1994 DONNIE HARPER DETHOM/MY DITTY MUSIC DONALD MALLOY GO
NO TURNING BACK (50) PENDING 1997 GLOSTER WILLIAMS RED REWMAR/GLOSSIAM
MUSIC GO
NOTHING BUT THE BLOOD (PD
ARR) PA572472 1991 GLOSTER WILLIAMS LUMINAR/GLOSSIAM AS ONE GO
NOW & FOREVER (50) PENDING 1997 GLOSTER WILLIAMS RED REWMAR/GLOSSIAM
MUSIC GO
OH! (50) PENDING 1997 GLOSTER WILLIAMS/M. DEVINE/
KEIR WARD RED REWMAR/GLOSSIAM
MUSIC GO
ONE MORE SECOND CHANCE (50) PENDING 1998 CHRISTIAN STRIGNANO/BOB ALAN DETHOM/JOHN JUAN
PUBLISHING CR
OVER YOU ALL OVER AGAIN PENDING 1997 CHRISTIAN STRIGNANO/TIMOTHY
ERWIN DETHOM/EARTH TO
MOTHERSHIP CR
PEOPLE GET READY (25) PENDING 1997 B. FARMER RED REWMAR/GLOSSIAM
MUSIC/FARMER KING
MUSIC GO
REJOICE (50) PENDING 1997 B. CHASE WILLIAMS/GREGG TYRONE RED REWMAR/SUGAR BEAR
PRODOS B. CHASE WILLIAMS & SHABACH GO
SO CLEAR FROM HERE PENDING 1997 CHRISTIAN STRIGNANO/DENISE
DAVIS DETHOM/LIFE OF THE
RECORD MUSIC
THAT'S JUST LIKE JESUS PA760715 1995 DOUGLAS MILLER DETHOM/DOMIL DOUGLAS MILLER GO
THINGS WILL WORK OUT PENDING 1994 JAMES BROWN DETHOM/JUST A THOUGHT LOS ANGELES MASS CHOIR GO
USE ME LORD PA674812 1993 HENDERSON/WILLIAMS DETHOM/SILENT SPRING
MUSIC COMMITTED GO
WALK IN THE LIGHT (PD) PA572461 1992 GLOSTER WILLIAMS LUMINAR/GLOSSIUM WAR ON SIN GO
WE LOVE AND LEARN (50) PENDING 1997 CHRISTIAN STRIGNANO/TIMOTHY
ERWIN DETHOM/EARTH TO
MOTHERSHIP GO
WHAT HE'S DONE FOR ME (50) PENDING 1997 GLOSTER WILLIAMS RED REWMAR/GLOSSIAM
MUSIC GO
JOHN JUAN MUSIC
Owned
A MEMORY AGO PENDING 1997 P. MICHAEL/L. TERRY JOHN JUAN MUSIC CR
A CERTAIN BLUE PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
A LITTLE BIT OF LUCK PENDING 1997 CHRISTIAN STRIGNANO/TIMOTHY
ERWIN JOHN JUAN MUSIC CR
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A PLACE FOR BABY AND ME PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
A PRICE SO HIGH FOR LOVE PENDING 1997 CHRISTIAN STRIGNANO/DENISE
DAVIS JOHN JUAN MUSIC CR
A SIGN OF THE TIMES PENDING 1997 DONAHUE/DOLLAGHAN JOHN JUAN MUSIC CR
AIN'T NOTHING WRONG WITH
DIXIE PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
ALL EXCEPT YOUR KISS PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
ALMOST AN ANGEL PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
ANY SENSE AT ALL PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
BIG BEN PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
BIG FALL, THE PENDING 1997 PATRICK MICHAEL JOHN JUAN MUSIC CR
BONNIE AND CLYDE PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
BOTH SIDES OF GOODBYE PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
CAN'T GET ENOUGH OF A GOOD
THING PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
CATCH ME ON THE REBOUND PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
CHANCE TO BE WITH HER PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
CHRISTMAS IS FORGIVING PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
COMPLETELY DIFFERENT PEOPLE PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
CROSS MY LUCKY HEART PENDING 1997 MICHAEL B. WARE JOHN JUAN MUSIC CR
CURRENT AFFAIR PENDING 1997 DONAHUE/RHODY JOHN JUAN MUSIC CR
CUSTOM-MADE PA812006 1997 MICHAEL/HARRIS JOHN JUAN MUSIC CR
FALLEN FROM GRACE PENDING 1997 ATKINS/SEIGHMAN JOHN JUAN MUSIC CR
FAMILY REUNION PENDING 1997 STEVE CLARK/JIMMY LAMBERT JOHN JUAN MUSIC CR
FINER LINE, THE PENDING 1997 CHRISTIAN STRIGNANO/D. DAVIS/
T. ERWIN JOHN JUAN MUSIC CR
FOR A LONG, LONG TIME PENDING 1997 GREGG SWINT JOHN JUAN MUSIC CR
FOR LOVE'S SAKE PENDING 1997 HARRIS/RHODY JOHN JUAN MUSIC CR
FOREVER FROM HERE PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
GONE FOR GOOD PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
GROWIN' UP WHISKY PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
HE LOVED ME PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
HE STILL LOVES ME PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
I BELIEVE PA814401 1997 DONAHUE/BARTLEY JOHN JUAN MUSIC CR
I LAY ME DOWN TO SLEEP PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
I MISS OUR LOVE PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
I'LL BE HERE PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
I'M OVER MISSING YOU PENDING 1997 M. B. WARE/J. HARRIS JOHN JUAN MUSIC CR
IN LOVE PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
IN THE COUNTRY PENDING 1997 LEHMBERG/DONAHUE JOHN JUAN MUSIC CR
IT ALL ADDS UP PENDING 1997 DONAHUE/RHODY/DOLLAGHAN JOHN JUAN MUSIC CR
IT HURTS PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
IT IS THE END OF THE
BEGINNING PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
IT'S A DIFFERENT WORLD PENDING 1997 RHODY/DONAHUE JOHN JUAN MUSIC CR
IT'S ABOUT ME PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
IT'S HERE SOMEWHERE PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
JUST BECAUSE YOU DIDN'T
ANSWER PENDING 1998 THOM BISHOP JOHN JUAN MUSIC CR
LEAVE WELL ENOUGH ALONE PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
LEAVE YOUR HEART AT THE
DOOR PENDING 1997 DONAHUE/WALDEN JOHN JUAN MUSIC CR
LET IT GO PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
LINE, THE PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
LIVIN' FOR THE WEEKEND PENDING 1997 RHODY/DONAHUE JOHN JUAN MUSIC CR
LOVE AND LEARN PENDING 1997 MICHAEL B. WARE JOHN JUAN MUSIC CR
LOVE ARRIVES PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
LOVE DID IT PENDING 1997 HARRIS/MICHAEL JOHN JUAN MUSIC CR
LOVE FINDS A WAY PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
LOVE HER OR LEAVE HER ALONE PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
LOVE TRAIN PENDING 1997 RHODY/ADELAIDA GARZA JOHN JUAN MUSIC CR
LOVIN' YOU, LOVIN' ME,
LOVIN' YOU PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
ME LOVING YOU PENDING 1997 MICHAEL/WELLS JOHN JUAN MUSIC CR
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MINE THIS TIME PENDING 1997 MICHAEL WARE/JODY HARRIS JOHN JUAN MUSIC CR
MONEY TRAIL PENDING 1997 MICHAEL/DONAHUE JOHN JUAN MUSIC CR
MORE OF IT PENDING 1997 MICHAEL/HARRIS JOHN JUAN MUSIC CR
MY ONLY ANGEL PENDING 1997 MICHAEL/TERRY JOHN JUAN MUSIC CR
NEIGHBORHOOD WATCH PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
NOTHIN' BUT YOU PENDING 1997 HARRIS JOHN JUAN MUSIC CR
NOTHING COMPARES TO YOU PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
NOW'S YOUR CHANCE PENDING 1997 ADELAIDA GARZA/HARRIS JOHN JUAN MUSIC CR
OLD STOMPING GROUND PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
ONE MINUTE OF LOVIN' HER PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
ONE SMALL WORLD PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
ONE-SIDED DREAM PENDING 1998 MICHAEL WARE/THOM BISHOP JOHN JUAN MUSIC GO
ONWARD PENDING 1997 CHRISTIAN STRIGNANO JOHN JUAN MUSIC CR
OUTRUN THE RAIN PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
OVER YOU AS I'LL EVER GET PENDING 1997 STEVE CLARK/JIM MCKNIGHT JOHN JUAN MUSIC CR
PICTURE IT NOW PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
PURPLE HEART PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
REMEMBER HER NAME PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
RESCUE MY HEART PENDING 1997 CHRISTIAN STRIGNANO/TIMOTHY
ERWIN JOHN JUAN MUSIC CR
ROLLIN' DOWN THE HIGHWAY PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
SAME OLD ROAD PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
SHE'S GOT A DREAM PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
SHE'S STRONGER THAN I AM PENDING 1997 MICHAEL B. WARE JOHN JUAN MUSIC CR
SMOKE AND ASH PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
SOMETIME TONIGHT PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
STILL BE MISSING YOU PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
STRAIGHT OUT OF MY HEART PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
TAKE ME PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
TELL ME YOU LOVE ME PENDING 1997 DONAHUE JOHN JUAN MUSIC CR
THANK YOU FOR LOVING ME PENDING 1997 DONAHUE/DOLLAGHAN JOHN JUAN MUSIC CR
THIS AIN'T NO PLACE FOR
LOVE TO BE PENDING 1997 MICHAEL WARE/JODY HARRIS JOHN JUAN MUSIC CR
THIS IMAGE OF YOU PENDING 1997 RHODY/LEHMBERG JOHN JUAN MUSIC CR
THREE LITTLE WORDS TOO LATE PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
TIL MERCEDES MAKES A PICKUP
TRUCK PENDING 1997 JODY HARRIS/BOB ALAN JOHN JUAN MUSIC CR
TIME PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
TIRED OF CHASIN' RAINBOWS PENDING 1997 LEHMBERG/DONAHUE JOHN JUAN MUSIC CR
TOMORROW TONIGHT PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
TOO FAR GONE PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
TOO FAST PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
TROUBLE WITH SIGNS PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
WE TALK ABOUT YOU PENDING 1997 BOB ALAN/RON KIAKIS JOHN JUAN MUSIC CR
WE'VE GOT SOME
HONKYTONKIN' TO DO PENDING 1997 HARRIS JOHN JUAN MUSIC CR
WHAT GOOD IS A HEART PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
WHAT YOU KNOW NOW PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
WHAT YOUR LIPS WON'T SAY PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
WHAT'S THE MATTER WITH YOU
AND ME PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
WHEN PUSH COMES TO SHOVE PENDING 1997 DONAHUE/HARRIS JOHN JUAN MUSIC CR
WHOLE LOT OF YOU IN ME PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
WILL YOU LOVE ME PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
WINGS OF FAITH PENDING 1997 CHRISTIAN STRIGNANO/DENISE
DAVIS JOHN JUAN MUSIC CR
WONDER OF LOVE PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
YOU ON MY OWN PENDING 1997 CHRISTIAN STRIGNANO/DENISE
DAVIS JOHN JUAN MUSIC CR
YOUR HEART BELONGS TO
SOMEONE ELSE PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
YOU'RE NOT ALONE PENDING 1997 CHRISTIAN STRIGNANO JOHN JUAN MUSIC CR
Co-Owned
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WE HAD IT ALL PENDING 1997 JERRY LASETER/
KARI K. PHILIPS JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/API MUSIC CR
NOT TONIGHT PENDING 1997 JERRY LASETER/
M. VICKERY JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/UNKNOWN CR
(ONE TIME, ONE PLACE) IN
NEW ORLEANS(66.6) PENDING 1997 GARZA/GARZA/RECTOR JOHN JUAN MUSIC CR
(SINCE I FOUND HER)
I'VE LOST IT(50) PENDING 1997 HARRIS/PRINCE JOHN JUAN MUSIC CR
A BETTER LIFE (50) PENDING 1998 MICHAEL WARE/
ERIC STOK JOHN JUAN MUSIC/??? CR
A CARDBOARD BOX (50) PENDING 1997 DANNY WELLS/
BOB ALAN JOHN JUAN MUSIC/??? CR
A HARD PILL TO SWALLOW(33.3) PENDING 1997 J. HARRIS/D. RAY/
R. WIMBERLY JOHN JUAN MUSIC CR
A HUNDRED THOUSAND TIMES
BEFORE (50) PENDING 1997 DANNY WELLS/
MONICA STILES JOHN JUAN MUSIC/DIFFTUNES/SONGWRITER'S INK/MODAR CR
A LITTLE BIT MORE THAN
I NEEDED TO KNOW (16.65) PENDING 1997 J. LASETER/
K. K. PHILLIPS/
D. STEWART JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/TEXAS WEDGE/
FULL KEEL/KERRY KURT MUSIC CR
A LITTLE TRAVELLIN' MUSIC (70) PENDING 1998 BOB ALAN/
BARRY WALSH/
LAURA VIDA JOHN JUAN MUSIC/BARRY WALSH MUSIC/WILDERNESS MUSIC CR
A LONG WAY FROM LOVE (50) PENDING 1997 DANNY WELLS/
MONICA STILES JOHN JUAN MUSIC/DIFFTUNES/SONGWRITER'S INK/MODAR CR
A ROOM GONE BLUE (50) PENDING 1997 BOB ALAN/
CHARLIE KELLY JOHN JUAN MUSIC/FROLIG/PALMER CR
A WORLD WITHOUT YOU (50) PENDING 1997 BOB ALANKENNY BEARD JOHN JUAN MUSIC/NEW CLARION MUSIC CR
AFTER ALL(50) PENDING 1997 GREGG SWINT/
DOUG GILL JOHN JUAN MUSIC CR
AIN'T BEEN THERE (16.6) PENDING 1997 JERRY LASETER/
EARL CLARK/
J. JACKSON JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/O TEX MUSIC/
ACUFF-ROSE MUSIC CR
AIN'T THAT LIKE LOVE(50) PENDING 1997 WELLS/DAVIS JOHN JUAN MUSIC CR
ALL BREAKS DOWN (50) PENDING 1997 RONNA REEVES/
JERRY DALE MCFADDEN JOHN JUAN MUSIC/MONK FAMILY MUSIC CR
ALL FOR THE LOVE OF
ONE GIRL (33.3) PENDING 1997 JODY HARRIS/
JOHN RAMEY/
BOBBY TAYLOR JOHN JUAN MUSIC/SIXTEEN STARS MUSIC/SIXTEEN STARS CR
ALL I CAN DO (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
ALL I WANNA BE (50) PENDING 1997 BOB ALLEN/
CHRISTI DANNEMILLER JOHN JUAN MUSIC/RED DRUM MUSIC CR
ALL IN THE NAME OF LOVE (50) PENDING 1998 BOB ALAN/
LARRY COPLIN JOHN JUAN MUSIC/PENDING GO
ALL SHE NEEDED(50) PENDING 1997 DANNY WELLS/
JOHN SHARP JOHN JUAN MUSIC CR
ALL YOU'VE GOTTA BE (50) PENDING 1997 BOB ALAN/
LINDY GRAVELLE JOHN JUAN MUSIC/ CR
ALONE FOR THE RIDE(33.3) PENDING 1997 MICHAEL/PRATHER/
WIMBERLY JOHN JUAN MUSIC CR
AND THEN SOME (66.6) PENDING 1997 HARRIS/WARE/RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
ANY EYES BUT MINE (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
ANYTHNIG GOES WHEN
EVERYTHING'S GONE (50) PENDING 1998 JODY HARRIS/
JOHN RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
AS FAR AS MY HEART'S
EVER BEEN(50) PENDING 1997 DANNY WELLS/
JOHN SHARP JOHN JUAN MUSIC CR
BABY DON'T GO THERE (70) PENDING 1998 BOB SIMON/
LAURA VIDA JOHN JUAN MUSIC/KNOX MUSIC/WILDERNESS MUSIC CR
BAD ONE, THE(50) PENDING 1997 LARRY BARTLEY JOHN JUAN MUSIC CR
BAG OF CHIPS (50) PENDING 1997 JERRY LASETER/
KERRY KURT PHILLIPS JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC CR
BALLGAME IN THE SKY (33.3) PENDING 1997 BOB SIMON/
JANE MARIASH/
JIM HURT JOHN JUAN MUSIC/KNOX MUSIC CR
BARKIN' UP THE WRONG
TREE(66.6) PENDING 1997 HARRIS/DONAHUE/
SEIGHMAN JOHN JUAN MUSIC CR
BEHIND THE GLASS(50) PENDING 1997 DONAHUE/SEIGHMAN JOHN JUAN MUSIC CR
BELIEVE (50) PENDING 1997 DANNY WELLS/
BOB ALAN JOHN JUAN MUSIC/??? CR
BEND IN THE RIVER (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
BETTER CATCH THIS GIRL (45) PENDING 1997 LAURA VIDA/
JIM PEMBERTON JOHN JUAN MUSIC/WILDERNESS MUSIC/FAT SAM MUSIC CR
BETWEEN A WOMAN AND A MAN (50) PENDING 1997 BOB ALLAN/
TOMMY LEE JAMES JOHN JUAN MUSIC/STILL WORKING MUSIC CR
BLAME IT ON EL NINO (50) PENDING 1998 JODY HARRIS/
MICHAEL HUFFMAN JOHN JUAN MUSIC/DIXIE STARS MUSIC
BLINDSIDED BY LOVE (45) PENDING 1997 LAURA VIDA/
S. MCCLINTOCK JOHN JUAN MUSIC/WILDERNESS MUSIC/MCJAMES MUSIC CR
BLUE ROSES(33.3) PENDING 1997 HARRIS/PRATHER/
WIMBERLY JOHN JUAN MUSIC CR
BLUE WATER ROAD(33.3) PENDING 1997 WELLS/OGLESBY/
PRESTWOOD JOHN JUAN MUSIC CR
BRAND NEW DAY(50) PENDING 1997 ALAN RHODY/
DAVID MALLETT JOHN JUAN MUSIC CR
BUSINESS OF LOVE (33.3) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
CAN YOU DANCE THE DANCE (50) PENDING 1997 MARTY BROWN/
LIZA JANE JOHN JUAN MUSIC CR
CAN'T BELIEVE ALL YOU
FEEL (50) PENDING 1997 JODY HARRIS/
PHIL JONES JOHN JUAN MUSIC/NO PUBLISHING CR
CAN'T KEEP A COWBOY FROM
HIS RODEO(66.6) PENDING 1997 CLARK/GARZA/GARZA JOHN JUAN MUSIC CR
CAN'T YOU HEAR MY
HEART (33.3) PENDING 1997 HARRIS/DOBBINS/
RAMEY JOHN JUAN MUSIC/DIXIE STARS MUSIC/SIXTEEN STARS MUSIC CR
CASANOVA COWBOY(66.6) PENDING 1997 DONAHUE/MICHAEL/
SEIGHMAN JOHN JUAN MUSIC CR
CHAIN OF PAIN (45) PENDING 1997 LAURA VIDA/
DANNY POTTER JOHN JUAN MUSIC/WILDERNESS/SELF PUBLISHED CR
CHAMPAGNE DREAMS ON A BEER
BUDGET (50) PENDING 1997 BOB SIMON/
JIM ALLISON/
JEFF RAYMOND JOHN JUAN MUSIC/KNOX MUSIC CR
CHECK YES OR NO(50) PENDING 1997 DANNY WELLS/
DANA OGLESBY JOHN JUAN MUSIC CR
CHIPS (25) PENDING 1997 JERRY LASETER/
KARI K. PHILIPS JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/API MUSIC CR
CHRISTMAS WITHOUT HOLLY (50) PENDING 1997 PATRICK M. LEHMBERG/
LUANNA TERRY JOHN JUAN MUSIC/SELF-PUB CR
CLOSER(50) PENDING 1997 DANNY WELLS/
CRAIG WISEMAN JOHN JUAN MUSIC CR
COLOR ME COUNTRY(50) PENDING 1997 PATRICK MICHAEL/
BILL SEIGHMAN JOHN JUAN MUSIC CR
</TABLE>
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TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COME FIRST LIGHT(50) PENDING 1997 ALAN RHODY/
CHARLIE BLACK JOHN JUAN MUSIC CR
COME TO ME (33.3) PENDING 1997 JODY HARRIS/
ALAN LANEY/
BOBBY TAYLOR JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
COMPLETELY (50) PENDING 1997 JODY HARRIS/
PATRICK MICHAEL JOHN JUAN MUSIC CR
COUNTRY AIN'T AS COUNTRY (50) PENDING 1997 BOB ALAN/BOB WALSH JOHN JUAN MUSIC/BARRY WALSH MUSIC CR
COWBOY CADILLAC(50) PENDING 1997 DANNY WELLS/
CRAIG WISEMAN JOHN JUAN MUSIC CR
DADDY'S BACK POCKET(25) PENDING 1997 ALAN RHODY/
BOBBY TAYLOR JOHN JUAN MUSIC CR
DANGEROUS WAY TO LOVE (95) PENDING 1997 LAURA VIDA/
MICHAEL WARE JOHN JUAN MUSIC/WILDERNESS MUSIC CR
DESPERATE MEASURES(50) PENDING 1997 GREGG SWINT/
CHUCK JONES JOHN JUAN MUSIC CR
DIRT ROAD(50) PENDING 1997 JODY HARRIS/
FRANK JEFFUS JOHN JUAN MUSIC CR
DO I REMEMBER YOU(66.6) PENDING 1997 KOSTAS/ATKINS/
SEIGHMAN JOHN JUAN MUSIC CR
DO YOU (50) PENDING 1997 DANNY WELLS/
KARL HASTEN JOHN JUAN MUSIC/??? CR
DO YOU HELP HER MAKE
THE BED (50) PENDING 1997 MARTY BROWN/
LIZA JANE JOHN JUAN MUSIC CR
DOLL HOUSE (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK MUSIC CR
DON'T TELL A DREAMER (50) PENDING 1997 DANNY WELLS/
KARL HASTEN JOHN JUAN MUSIC/??? CR
DREAMIN' AS CLOSE AS I CAN
GET TO YOU(50) PENDING 1997 A. GARZA/R. RECTOR JOHN JUAN MUSIC CR
DREAMS CRASHIN' DOWN(50) PENDING 1997 D. WELLS/J. SHARP JOHN JUAN MUSIC CR
EDEN ROC MOTEL(33.3) PENDING 1997 DONAHUE/SEIGHMAN/
WIMBERLY JOHN JUAN MUSIC CR
EMMALINE (16.67) PENDING 1998 RICK WILLIAMSON/
MICHALE HUFFMAN/
ALAN LANEY JOHN JUAN MUSIC/BEAN BAG MUSIC/DIXIE STARS/
HUFF-STUFF/SIXTEEN STARS MUSIC CR
END OF ME, THE(33.3) PENDING 1997 OGLESBY/CLARK/WELLS JOHN JUAN MUSIC CR
FALLIN' TILL I LET YOU
GO (50) PENDING 1997 STEVE CLARK/
LUKE REED JOHN JUAN MUSIC/CARNEVAL MUSIC CR
FALLING FOR YOU (95) PENDING 1997 BOB ALAN/LAURA VIDA JOHN JUAN MUSIC/WILDERNESS MUSIC CR
FAR CRY FROM OVER YOU (33.3) PENDING 1997 JODY HARRIS/
JOHN RAMEY/
STEPHANIE ROSE JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
FEEL IT NOW (33.3) PENDING 1997 BOB ALAN/
DEBRA BARSHA/
PATTI AUSTIN JOHN JUAN MUSIC/MIND OVER MUSIC/YIPPITY YIPPITY MUSIC CR
FINISHING TOUCH (50) PA860077 1997 JODY HARRIS/
KEN MCGOVERN JOHN JUAN MUSIC/SACK FULL OF SONGS CR
FIRES OF HOME (90) PENDING 1997 CHRISTIAN STRIGNANO/
E. MIHAILOV JOHN JUAN MUSIC/GRAN CORTEO MUSIC CR
FOR OLD TIMES SAKE (50) PENDING 1997 JODY HARRIS/
MIKE PYLE/
DON PFRIMMER JOHN JUAN MUSIC/AMR/PRIDE MUSIC CR
FOR THE LONG HAUL(33.3) PENDING 1997 DONAHUE/SEIGHMAN/
WIMBERLY JOHN JUAN MUSIC CR
FOR THE REST OF MY
LOVE (33.3) PENDING 1997 DANNY WELLS/
MARTY RUSHING JOHN JUAN MUSIC/??? CR
FOREVER IS SO
MISUNDERSTOOD (33.3) PENDING 1997 HARRIS/KEES/HUFFMAN JOHN JUAN MUSIC/ACUFF-ROSE MUSIC/DIXIE STARS MUSIC CR
FROM THE HEART (50) PENDING 1998 MICHAEL WARE/
KRISTY DECK JOHN JUAN MUSIC/??? CR
FROM THIS MOMENT ON (33.3) PENDING 1997 HARRIS/KEES/HUFFMAN JOHN JUAN MUSIC/ACUFF-ROSE MUSIC/DIXIE STARS MUSIC CR
FULL MOON FOOL(50) PENDING 1997 J. HARRIS/J. HUNTER JOHN JUAN MUSIC CR
FUNNY YOU SHOULD ASK (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
GETTIN' THROUGH THE
HEARTACHE (33.33) PENDING 1998 JODY HARRIS/
MICHAEL WARE/
MIKE PYLE JOHN JUAN MUSIC/BMG SONGS, INC. CR
GIVE IT A PUSH(50) PENDING 1997 A. RHODY/K. WALLACE/ JOHN JUAN MUSIC CR
GIVE ME A BREAK (45) PENDING 1997 LAURA VIDA/
DWAYNA LITZ JOHN JUAN MUSIC/WILDERNESS/SQUARE SOUTH MUSIC CR
GOING STRONG (33.3) PENDING 1997 JODY HARRIS/
B. TAYLOR/J. RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
GONNA SUE MYSELF(50) PENDING 1997 DONAHUE/RHODY JOHN JUAN MUSIC CR
GOOD NEWS/BAD NEWS (50) PENDING 1997 JERRY LASETER/
BUDDY BROCK JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/
ACUFF-ROSE MUSIC CR
GOOD 'OL BOY THAT LOVES
STOCK CARS(33.3) PENDING 1997 CLARK/WELLS/LAMBERT JOHN JUAN MUSIC CR
GOODBYE (50) PENDING 1997 PATRICK M. LEHMBERG/
BOB ALAN JOHN JUAN MUSIC CR
GOODBYE, GOODBYE (50) PENDING 1997 MARTY BROWN/
ROGER LAVOIE JOHN JUAN MUSIC/LAVOIE PUB. CR
GOTTA GET IT WHILE THE
GETTIN'S GOOD (50) PENDING 1997 BOB SIMON/
DOUG GILMORE JOHN JUAN MUSIC/KNOX MUSIC CR
GUESS WHO MOVED (16.67) PENDING 1998 RICK WILLIAMSON/
ANTHONY SMITH/
ALAN LANEY JOHN JUAN MUSIC/BEAN BAG MUSIC/SIXTEEN STARS MUSIC CR
HARLEY ON THE HIGHWAY PENDING 1998 RICK WILLIAMSON/
IAN FERGUSON JOHN JUAN MUSIC/BEAN BAG MUSIC/SIXTEEN STARS MUSIC CR
HAVE LOVE WILL TRAVEL(50) PENDING 1997 SWINT/JONES JOHN JUAN MUSIC CR
HE DRANK HER OUT OF HIS
LIFE (45) PENDING 1997 LAURA VIDA/
JIM PEMBERTON JOHN JUAN MUSIC/WILDERNESS MUSIC/ FAT SAM MUSIC CR
HEART ON HOLD (50) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
HEARTS WERE MADE TO BE
BROKEN(25) PENDING 1997 BARTLEY/ROBKOFF JOHN JUAN MUSIC CR
HEAVEN ENOUGH FOR ME (50) PENDING 1997 DANNY WELLS/
CRAIG WISEMAN JOHN JUAN MUSIC/ALMO MUSIC CORP./DADDY RABBIT MUSIC CR
HEAVEN IN YOUR EYES
TONIGHT (50) PENDING 1997 BOB ALAN/
TOMMY LEE JAMES JOHN JUAN MUSIC/STILL WORKING MUSIC CR
HER AND THE SUNSET KID(50) PENDING 1997 A. RHODY/B. TAYLOR JOHN JUAN MUSIC CR
HERE GOES NOTHING (50) PENDING 1998 MICHAEL B. WARE/
CLIFF GARROW JOHN JUAN MUSIC/SELF-PUB CR
HERE YOU ARE PENDING 1997 BOB ALAN/
B. J. WILLIAMS JOHN JUAN MUSIC/PENDING CR
HERE'S THE DEAL (50) 863862 1997 JODY HARRIS/
BOBBY TAYLOR JOHN JUAN MUSIC CR
HILL BEHIND THE HOUSE,
THE (16.67) PENDING 1997 BOB SIMON/
STEVE CLARK/
JIMMY LAMBERT JOHN JUAN MUSIC/KNOX MUSIC/VICTORIA KAY MUSIC CR
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<S> <C> <C> <C> <C> <C> <C>
HIS FAVORITE THING TO DO (50) PENDING 1998 MENTOR WILLIAMS/
DENISE DRAPER JOHN JUAN MUSIC/VICTORIA KAY MUSIC CR
HOLDIN' ON WITH ALL MY
HEART (50) PENDING 1997 JODY HARRIS/
SHARA JOHNSON JOHN JUAN MUSIC/TO THE MOON /TREE CR
HOME MOVIES(33.3) PENDING 1997 WELLS/HOOD/HASTEN JOHN JUAN MUSIC CR
HOMEMADE LOVE (50) PENDING 1997 MARTY BROWN/
STEVE CLARK JOHN JUAN MUSIC CR
HONKY TONK PARADISE (16.67) PENDING 1998 RICK WILLIAMSON/
MIKE HUFFMAN/
BRAD MARTIN JOHN JUAN MUSIC/BEAN BAG MUSIC/DIXIE STARS MUSIC/
HUFF-STUFF MUSIC/BLAKE MEVIS/JOE CARTER CR
HOW COULD I (33.3) PENDING 1997 PATRICK M. LEHMBERG/
DEPSY/MILLS JOHN JUAN MUSIC CR
HOW COULD I KNOW(50) PENDING 1997 DONAHUE/SEIGHMAN JOHN JUAN MUSIC CR
HOW DO I TELL YOU NOW (50) PENDING 1997 JODY HARRIS/
BOBBY TAYLOR JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
HOW FAR CAN ONE MAN FALL (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
HOW'S YOUR HEART (45) PENDING 1997 VIDA/DANNY POTTER JOHN JUAN MUSIC/WILDERNESS/SELF PUBLISHED CR
I CAN'T LOVE YOU THAT
MUCH (45) PENDING 1997 LAURA VIDA/
DWAYNA LITZ JOHN JUAN MUSIC/WILDERNESS/SQUARE SOUTH MUSIC CR
I CAN'T STAND LONELY PENDING 1997 PATRICK M. LEHMBERG/
SPADY BRANNAN JOHN JUAN MUSIC/SPADY MUSIC/MAGNOLIA HILL CR
I COULDN'T FALL IN LOVE
TONIGHT (50) PENDING 1997 JODY HARRIS/
ERIC DAVIS JOHN JUAN MUSIC/NO PUBLISHING CR
I CRIED (100) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
I DIDN'T WANNA LOVE YOU (45) PENDING 1997 LAURA VIDA/
RHONDA HART JOHN JUAN MUSIC/WILDERNESS MUSIC CR
I DON'T DO LONELY(50) PENDING 1997 A. RHODY/R. BOURKE JOHN JUAN MUSIC CR
I DON'T WANNA MISS YOU
LIKE THIS (45) PENDING 1998 LAURA VIDA/
GLEN ALLEN JOHN JUAN MUSIC/WILDERNESS MUSIC CR
I HAVE YET TO SEE THE
LIGHT(25) PENDING 1997 A. RHODY/R. BOURKE JOHN JUAN MUSIC CR
I KEEP ON REACHING (25) PENDING 1998 BOB SIMON/
ANNE REEVES JOHN JUAN MUSIC/KNOX MUSIC CR
I KNOW WHERE YOU'RE COMIN'
FROM(66.6) PENDING 1997 DONAHUE/LEHMBERG/
WIMBERLY JOHN JUAN MUSIC CR
I LET YOU HURT ME (45) PENDING 1997 VIDA/JAN BUCKINGHAM JOHN JUAN MUSIC/WILDERNESS MUSIC/WARNER CHAPPELL CR
I LIKE TO DRIVE(25) PENDING 1997 A. RHODY/B. TAYLOR JOHN JUAN MUSIC CR
I MADE A WISH(33.3) PENDING 1997 HARRIS/LASSITER/
VICORIZ JOHN JUAN MUSIC CR
I WANT TO BE THE
REASON(33.3) PENDING 1997 DONAHUE/SEIGHMAN/
LYNN JOHN JUAN MUSIC CR
IF HEAVEN DON'T HAVE A
DANCEFLOOR(50) PENDING 1997 WELLS/LAND JOHN JUAN MUSIC CR
IF LOVE (50) PENDING 1997 BOB ALAN/
TOMMY LEE JAMES JOHN JUAN MUSIC/STILL WORKING MUSIC CR
IF LOVE HAD A HEART (33.3) PENDING 1997 BOB SIMON/CHAD TROUT JOHN JUAN MUSIC/KNOX MUSIC CR
IF THESE WALLS COULD
TALK (50) PENDING 1997 MARTY BROWN/
CARRIE CLEAVER JOHN JUAN MUSIC CR
IF YOU ASK ME (45) PENDING 1997 LAURA VIDA/
CHUCK MELUGIN JOHN JUAN MUSIC/WILDERNESS/HARLAN HOWARD SONGS CR
IF YOU DON'T LOVE ME (33.3) PENDING 1997 JODY HARRIS/
J. RAMEY/D. KEES JOHN JUAN MUSIC/SIXTEEN STARS MUSIC/ACUFF-ROSE MUSIC CR
IF YOU NEVER TRY(33.3) PENDING 1997 SWINT/JONES/
S. HARRIS JOHN JUAN MUSIC CR
IF YOU WOULD LET ME IN YOUR
HEART(25) PENDING 1997 OLDERMAN/LITZ JOHN JUAN MUSIC CR
I'M ALRIGHT NOW (50) PENDING 1997 JODY HARRIS/
MIKE PYLE JOHN JUAN MUSIC/AVI JOHN W. MUSIC CR
I'M GOIN' NOWHERE IN A
HURRY(50) PENDING 1997 CLARK/HARRIS JOHN JUAN MUSIC CR
I'M THE GIRL I USED TO
KNOW (45) PENDING 1997 LAURA VIDA/
DWAYNA LITZ JOHN JUAN MUSIC/WILDERNESS/SQUARE SOUTH MUSIC CR
I'M UNDER A ROCK(66.6) PENDING 1997 MICHAEL/DONAHUE/
SEIGHMAN JOHN JUAN MUSIC CR
IN GOD'S HANDS (16.67) PENDING 1998 STEVE CLARK/
BOB SIMON/
JOHNNY MACRAE JOHN JUAN MUSIC/VICTORIA KAY MUSIC/KNOX MUSIC/
BMG SONGS, INC/BIG BEAGLES/TENNESSEE RIDGE RUNNERS GO
IN LOVE AGAIN (50) PENDING 1997 BOB ALLEN/
TOMMY LEE JAMES JOHN JUAN MUSIC/STILL WORKING MUSIC
HOLLY VAN BEMMEL CR
IN THE DARKNESS(45) PENDING 1998 LAURA VIDA/POTTER JOHN JUAN MUSIC/WILDERNESS MUSIC/DOGWOOD CR
IN YOU (25) PENDING 1997 BOB SIMON/
JIM ALLISON JOHN JUAN MUSIC/KNOX MUSIC/ALLISONGS CR
IS IT GOOD FOR YOU (50) PENDING 1998 MICHAEL WARE/
SPADY BRANNAN JOHN JUAN MUSIC/SCOTT AND SODA MUSIC CR
IT COULD BE LIKE THIS (33.3) PENDING 1997 DANNY WELLS/
JOY SWINER/
MONICA STILES JOHN JUAN MUSIC/SONGWRITERS INK/DIFFTUNES/MODAR CR
IT'S ALL THE SAME TO ME (50) PA853411 1997 JERRY LASETER/
KARI K. PHILIPS JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/API MUSIC CR
IT'S ENOUGH TO MAKE A GROWN
MAN CRY (25) PENDING 1997 BOB SIMON/
DOUG GILMORE JOHN JUAN MUSIC/KNOX MUSIC CR
IT'S EXACTLY WHAT I
THINK (50) PENDING 1998 JODY HARRIS/
ERIC DAVIS JOHN JUAN MUSIC/SELF PUB CR
IT'S YOU (50) PENDING 1997 JERRY LASETER/
DAVID STEWART JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/OPEN-PUB CR
I'VE BEEN TALKING TO HIM (50) PENDING 1997 MARTY BROWN/
STEVE CLARK JOHN JUAN MUSIC CR
JEANNIE IN THE BOTTLE(66.6) PENDING 1997 DONAHUE/SEIGHMAN/
JENKINS JOHN JUAN MUSIC CR
JIMMY & JESUS(50) PENDING 1997 OGLESBY/WELLS JOHN JUAN MUSIC CR
JUST ANOTHER DAY (25) PENDING 1998 RICK WILLIAMSON/
BRAD MARTIN JOHN JUAN MUSICBEAN BAG MUSIC/JOE CARTER/BLAKE MEVIS CR
JUST LUCKY I GUESS (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
KNOWING WHAT I KNOW NOW (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
LADDER, THE (50) PENDING 1997 BOB ALAN/
CHARLIE KELLY JOHN JUAN MUSIC/FROLIG/PALMER CR
LAURA'S LITTLE DREAM (45) PENDING 1997 VIDA/RORY LEE JOHN JUAN MUSIC/WILDERNESS/MELANIE HOWARD MUSIC CR
LEARNING HOW TO LAUGH (50) PENDING 1997 BOB ALAN/
TOMMY LEE JAMES JOHN JUAN MUSIC/STILL WORKING MUSIC CR
LET HER BE A WOMAN (16.67) PENDING 1998 BOB SIMON/
STEVE CLARK/
JOHNNY MACRAE JOHN JUAN MUSIC/KNOX MUSIC/VICTORIA KAY MUSIC/
BMG SONGS/BIG BEAGLES/TENNESSEE RIDGE RUNNER CR
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<S> <C> <C> <C> <C> <C> <C>
LET'S GO DUTCH (45) PENDING 1998 LAURA VIDA/
HOPE CHANCE JOHN JUAN MUSIC/WILDERNESS MUSIC/SELF-PUBLISHED CR
LET'S TAKE ANOTHER
LOOK (16.67) PENDING 1998 RICK WILLIAMSON/
BRAD MARTIN/
VICKIE MCGEHEE JOHN JUAN MUSIC/BEAN BAG MUSIC/BLAKE MEVIS/
JOE CARTER/SONY/ATV/TREE CR
LITTLE BIT OF HEAVEN (45) PENDING 1997 VIDA/LONNIE WILSON JOHN JUAN MUSIC/WILDERNESS/ZOMBA MUSIC PUBLISHING CR
LOOK WHAT YOU MADE ME DO PENDING 1997 PATRICK M. LEHMBERG/
SPADY BRANNAN JOHN JUAN MUSIC/MAGNOLIA HILL/SPADY MUSIC
HOLLY VAN BEMMEL CR
LOOK WHAT YOU'VE DONE TO
ME (50) PENDING 1997 PATRICK M. LEHMBERG/
SPADY BRANNAN JOHN JUAN MUSIC/MAGNOLIA HILL/SPADY MUSIC CR
LOST LOVE IN THIS TOWN (33.3) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
LOUISE (25) PENDING 1998 RICK WILLIAMSON/
BRAD MARTIN JOHN JUAN MUSIC/BEAN BAG MUSIC/JOE CARTER/
BLAKE MEVIS CR
LOVE A LITTLE
STRONGER(16.67) PENDING 1997 SWINT/JONES/
CRITTENDEN JOHN JUAN MUSIC CR
LOVE AFTER ALL (75) PENDING 1997 BOB SIMON/
ALAN RHODY JOHN JUAN MUSIC/KNOX MUSIC CR
LOVE AIN'T FREE(50) PENDING 1997 WELLS/LAND JOHN JUAN MUSIC CR
LOVE ALWAYS GETS IN THE WAY
OF GOODBYE (66.6) PENDING 1997 HARRIS/WARE/HOPKINS JOHN JUAN MUSIC/UNKNOWN CR
LOVE AND LEARN (50) PENDING 1997 JODY HARRIS/
JOHN RAMEY/
MIKE WARE JOHN JUAN MUSIC/SIXTEEN STARS MUSIC/JOHN JUAN CR
LOVE DOESN'T COME WITH
INSTRUCTIONS(50) PENDING 1997 MICHAEL/WIMBERLY JOHN JUAN MUSIC CR
LOVE LOVE LOVE (25) PENDING 1997 BOB SIMON/
JIM ALLISON JOHN JUAN MUSIC/KNOX MUSIC/ALLISONGS CR
LOVE MADE TO LAST (50) PENDING 1997 JODY HARRIS/
JOHN RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
LOVE MY CHROME (50) PENDING 1997 DANNY WELLS/
JOHN SHARP JOHN JUAN MUSIC/SPOTTED OWL SONGS
LOVE WITH A VENGEANCE(33.3) PENDING 1997 SWINT/JONES/
CRITTENDEN JOHN JUAN MUSIC CR
LOVE'LL ALWAYS BE IN
STYLE(50) PENDING 1997 RHODY/CASWELL JOHN JUAN MUSIC CR
LOVERS IN YOUR EYES ,
THE (33.3) PENDING 1997 BOB ALAN/
DEBRA BARSHA/
PATTI AUSTIN JOHN JUAN MUSIC/MIND OVER MUSIC/
YIPPITY YIPPITY MUSIC CR
LOVE'S A LOT LIKE A
RODEO(50) PENDING 1997 WELLS/OGLESBY JOHN JUAN MUSIC CR
MAGNOLIA MOON (50) PENDING 1997 DANNY WELLS/
JOHN SHARP JOHN JUAN MUSIC/SPOTTED OWL SONGS CR
MAMA'S BOBLE DADDY'S BELT(50) PENDING 1997 WELLS/PRINCE JOHN JUAN MUSIC CR
MAN UPSTAIRS, THE (25) PENDING 1997 BOB SIMON/
JIM ALLISON JOHN JUAN MUSIC/KNOX MUSIC/ALLISONGS CR
MAYBE (30) PENDING 1997 LAURA VIDA/
DWAYNA LITZ/
CRAIG KARP JOHN JUAN MUSIC/WILDERNESS MUSIC/SQUARE SOUTH MUSIC CR
MORE TO THIS THAN THAT(33.3) PENDING 1997 HARRIS/JEFFUS/
HUFFMAN JOHN JUAN MUSIC CR
MORE WHERE THAT CAME
FROM (50) PENDING 1998 JODY HARRIS/
MIKE PYLE JOHN JUAN MUSIC/BMG SONGS, INC. CR
MY HEART AIN'T FELT THE
LAST OF YOU(50) PENDING 1997 HARRIS/ROGERS JOHN JUAN MUSIC CR
MY HEART'S NOT YOUR
PLAYGROUND (50) PENDING 1998 MICHAEL B WARE/
JOHN SCOTT SCHERILL JOHN JUAN MUSIC/LITTLE BIG TOWN/NOTHING BUT THE WOLF CR
MY LOVE IS A ROCK(75) PENDING 1997 MICHAEL/SCOTT/
ATKINS/SEIGHMAN JOHN JUAN MUSIC CR
NEXT BEST THING (16.67) PENDING 1998 RICK WILLIAMSON/
MICHAEL HUFFMAN/
BRAD MARTIN JOHN JUAN MUSIC/BEAN BAG MUSIC/DIXIE STARS MUSIC/
JOE CARTER/BLAKE MEVIS
NO NEWS IS GOOD NEWS(50) PENDING 1997 HARRIS/PYLE JOHN JUAN MUSIC CR
NO PROTECTION (45) PENDING 1998 LAURA VIDA/
STEWART HARRIS JOHN JUAN MUSIC/WILDERNESS MUSIC/EDISTO SOUND CR
NOBODY'S BLUER(50) PENDING 1997 RHODY/MAHAR JOHN JUAN MUSIC CR
NOBODY'S FOOL(33.3) PENDING 1997 CLARK/WELLS/LAMBERT JOHN JUAN MUSIC CR
OH NO NOT LOVE AGAIN(50) PENDING 1997 LARRY BARTLEY JOHN JUAN MUSIC CR
OH WHAT A WOMAN (45) PENDING 1997 LAURA VIDA/
HOPE CHANCE JOHN JUAN MUSIC/WILDERNESS MUSIC/SELF-PUBLISHED CR
ONCE IN A LIFETIME LOVE (50) PENDING 1998 BOB ALAN/
LINDY GRAVELLE JOHN JUAN MUSIC CR
ONE DAY (50) PENDING 1998 MICHAEL WARE/
JOHN GOODWIN JOHN JUAN MUSIC/??? CR
ONE DAY AWAY FROM LOSIN'
YOU (45) PENDING 1997 VIDA/TOM HARDWELL JOHN JUAN MUSIC/WILDERNESS MUSIC/EDISTO SOUND CR
ONE FOOT OUT(33.3) PENDING 1997 WELLS/ JOHN JUAN MUSIC CR
ONE GOOD REASON WHY(50) PENDING 1997 WELLS/BROCK JOHN JUAN MUSIC CR
ONE IN LONELY, THE(50) PENDING 1997 WELLS/ROBERTS JOHN JUAN MUSIC CR
ONE MORE SECOND CHANCE (50) PENDING 1998 BOB ALAN/
CHRISTIAN STRIGNANO JOHN JUAN MUSIC/DETHOM PUBLISHING CR
ONE OF THESE DAYS(50) PENDING 1997 ATKINS/SEIGHMAN JOHN JUAN MUSIC CR
ONE THOUSAND TEARS FROM
NOW (50) PENDING 1997 MARTY BROWN/
DEAN MILLER JOHN JUAN MUSIC/SONY/TREE CR
ONLY GOD KNOWS (25) PENDING 1998 STEVE CLARK/
BOB SIMON JOHN JUAN MUSIC/VICTORIA KAY MUSIC CR
ONLY ONE MAN (45) PENDING 1997 LAURA VIDA/
HOPE CHANCE JOHN JUAN MUSIC/WILDERNESS MUSIC CR
OUGHTA HAVE MY HEAD
EXAMINED(50) PENDING 1997 RHODY/CASWELL JOHN JUAN MUSIC CR
PAIN IN THE HEART(50) PENDING 1997 MICHAEL/WIMBERLY JOHN JUAN MUSIC CR
PARKIN' LOT PARTY(50) PENDING 1997 HARRIS/JEFFUS JOHN JUAN MUSIC CR
PLACES WE'VE BEEN, THE(50) PENDING 1997 DONAHUE/MCKENZIE JOHN JUAN MUSIC CR
PLOWBOY(33.3) PENDING 1997 HARRIS/FREEMAN/JONES JOHN JUAN MUSIC CR
POOR MEMORY (25) PENDING 1998 RICK WILLIAMSON/
DEBBIE HUPP JOHN JUAN MUSIC/BEAN BAG MUSIC CR
PRETTY FLOWERS (50) PENDING 1997 BOB ALAN/
LINDY GRAVELLE JOHN JUAN MUSIC CR
PRINCE OF FOOLS (50) PENDING 1997 DANNY WELLS/
LESLIE SATCHER JOHN JUAN MUSIC/? CR
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<S> <C> <C> <C> <C> <C> <C>
REBEL FROM DIXIE(50) PENDING 1997 CLARK/MCDONOUGH JOHN JUAN MUSIC CR
RECIPE OF LOVE(66.6) PENDING 1997 MICHAEL/DONAHUE/
SEIGHMAN JOHN JUAN MUSIC CR
REFLECTIONS(33.3) PENDING 1997 DONAHUE/SEIGHMAN/
JENKINS JOHN JUAN MUSIC CR
RIGHT ABOUT NOW (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK MUSIC CR
RIGHT UP MY ALLEY(50) PENDING 1997 WELLS/LAND JOHN JUAN MUSIC CR
RIVER ROAD (45) PENDING 1997 VIDA/CHUCK MELUGIN JOHN JUAN MUSIC/WILDERNESS HARLAN HOWARD SONGS CR
ROSEWOOD GUITAR (50) PENDING 1998 THOM BISHOP/
JIM TULLIO JOHN JUAN MUSIC CR
RUNNIN' OUTTA ROAD(50) PENDING 1997 MICHAEL/PELCER JOHN JUAN MUSIC CR
SAVE ME A PLACE(33.3) PENDING 1997 SWINT/JONES/
CRITTENDEN JOHN JUAN MUSIC CR
SAY GOODBYE WITH A SMILE (90) PENDING 1997 LAURA VIDA JOHN JUAN MUSIC/WILDERNESS MUSIC CR
SECRET OF LOVE, THE (12.5) PENDING 1997 BOB SIMON/
JIM ALLISON/
DAVE TROUT/
TRAVIS TROUT JOHN JUAN MUSIC/KNOX MUSIC/ALLISONGS CR
SHE DOESN'T KNOW(50) PENDING 1997 ATKINS/SEIGHMAN JOHN JUAN MUSIC CR
SHE DON'T FOOL AROUND (16.67) PENDING 1998 STEVE CLARK/
BOB SIMON/
DAVID TROUT JOHN JUAN MUSIC/VICTORIA KAY MUSIC/KNOX MUSIC CR
SHE'LL COME AROUND(33.3) PENDING 1997 SWINT/JONES/
CRITTENDEN JOHN JUAN MUSIC CR
SHE'S GONNA LOVE YOU(62.5) PENDING 1997 HARRIS/SIMON JOHN JUAN MUSIC CR
SHE'S GOT A BROKEN HEART(50) PENDING 1997 DONAHUE/DREYER JOHN JUAN MUSIC CR
SHE'S OUT OF THE COUNTRY(33.3) PENDING 1997 DONAHUE/SEIGHMAN/
WIMBERLY JOHN JUAN MUSIC CR
SHE'S PLAYIN' HARD TO
FORGET(66.6) PA812011 1997 MICHAEL/DONAHUE/
WILLIAMS JOHN JUAN MUSIC CR
SHE'S SO EASY TO LOVE (50) PENDING 1997 JODY HARRIS/
MIKE PYLE JOHN JUAN MUSIC/AVI JOHN W. MUSIC CR
SHOW ME THE LOVE (33.3) PENDING 1997 DONNY KEES/
MICHAEL HUFFMAN/
JODY HARRIS JOHN JUAN MUSIC/ACUFF-ROSE MUSIC/
DIXIE STARS MUSIC-HUFF STUFF MUSIC CR
SKIPPING STONES(50) PENDING 1997 A. DELUGO/C. WATERS JOHN JUAN MUSIC CR
SMALL TOWN LOVE(50)
SMALL TOWN LOVE(50) PENDING 1997 WELLS/MORRISON JOHN JUAN MUSIC CR
SO STRONG (33.3) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
SOME THINGS NEVER
CHANGE (16.67) PENDING 1997 RICK WILLIAMSON/
BRAD MARTIN/
ALAN LANEY JOHN JUAN MUSIC/BEAN BAG MUSIC/JOE CARTER/
BLAKE MEVIS/SIXTEEN STARS MUSIC CR
SOMEBODY NEW(50) PENDING 1997 HARRIS/MULIN JOHN JUAN MUSIC CR
SOMEBODY SOMEDAY(50) PENDING 1997 MICHAEL/SIMON JOHN JUAN MUSIC CR
SOMEBODY STOP THAT
GIRL (33.3) PENDING 1997 JODY HARRIS/
JOHN RAMEY/
BOBBY TAYLOR JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
SOMEBODY'S GONNA FALL (50) PENDING 1997 BOB ALAN/
CURTIS WRIGHT JOHN JUAN MUSIC/STARSTRUCK CR
SOMETHING FOR YOU(50) PENDING 1997 LEHMBERG/WILLIAMS JOHN JUAN MUSIC CR
SOMETHING YOU'RE NOT
TELLIN' ME(50) PENDING 1997 HARRIS/SIMON JOHN JUAN MUSIC CR
SOMETIMES IT TAKES A
BROKEN HEART (33.3) PENDING 1997 STEVE CLARK/
BUCK MOORE/
RICK FERRELL JOHN JUAN MUSIC/JANAL MUSIC/WE MAKE MUSIC CR
SOMETIMES(50) PENDING 1997 LEHMBERG/CLARK JOHN JUAN MUSIC CR
SOUTHERN BOUND (33.3) PENDING 1997 JODY HARRIS/
M. HUFFMAN/D. KEES JOHN JUAN MUSIC/DIXIE STARS MUSIC/ACUFF-ROSE MUSIC CR
STANDIN' THERE FALLIN'
FOR YOU(33.3) PENDING 1997 HARRIS/RAY/WIMBERLY JOHN JUAN MUSIC CR
START YOUR CRYIN' NOW(25) PENDING 1997 RHODY/BOURKE JOHN JUAN MUSIC CR
STICK A FORK IN ME I'M
DONE(50) PENDING 1997 J. HARRIS/M. PYLE JOHN JUAN MUSIC CR
STILL LETTING GO(50) PENDING 1997 WELLS/PYLE JOHN JUAN MUSIC CR
STILL SEEING STARS(50) PENDING 1997 WELLS/SIMPSON JOHN JUAN MUSIC CR
STRANGERS TO LOVERS (50) PENDING 1997 BOB ALAN/
CHARLIE KELLY JOHN JUAN MUSIC/FROELIG-PALMER CR
STRINGIN' ME ALONG (50) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
SUGAR COATED COTTON CANDY
ICE CREAM BABY (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
SUNDOWN SATURDAY NIGHT (50) PENDING 1997 DANNY WELLS/
JOHN SHARP JOHN JUAN MUSIC/SPOTTED OWL SONGS CR
SURE THING(50) PENDING 1997 OGLESBY/WELLS JOHN JUAN MUSIC CR
SWEET NOTHINGS (50) PENDING 1998 RICK WILLIAMSON JOHN JUAN MUSIC/BEAN BAG MUSIC CR
SWEET VIRGINIA (50) PENDING 1998 RICK WILLIAMSON JOHN JUAN MUSIC/BEAN BAG MUSIC CR
TAKIN' THE FIRST STEP (45) PENDING 1997 LAURA VIDA/
DWAYNA LITZ JOHN JUAN MUSIC/WILDERNESS MUSIC/SQUARE SOUTH MUSIC CR
TEARS TALKIN' PENDING 1998 MICHAEL WARE/
KARLA MATTINGLY JOHN JUAN MUSIC/??? CR
TELL ME ANOTHER ONE(50) PENDING 1997 HARRIS/FREEMAN JOHN JUAN MUSIC CR
TELL ME SOMETHING I DON'T
ALREADY KNOW (45) PENDING 1997 VIDA/ERIC KAZ JOHN JUAN MUSIC/WILDERNESS/DISNEY CR
TELL SUZY I'M SORRY (25) PENDING 1997 JERRY LASETER/
KERRY KURT JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/
PHILLIPS TEXAS WEDGE MUSIC/EMDAR MUSIC CR
TEN MINUTES AGO (25) PENDING 1998 BOB SIMON/
STEVE CLARK JOHN JUAN UMUSIC/KNOX MUSIC/VICTORIA KAY MUSIC CR
THANKS TO HANK (16.67) PENDING 1998 RICK WILLIAMSON/
MICHALE HUFFMAN/
JAMES NIHAN JOHN JUAN MUSIC/BEAN BAG MUSIC/DIXIE STARS/
HUFF-STUFF/EMI APRIL/REO GLOBAL CR
THAT FLAME( ) PENDING 1997 WELLS/ JOHN JUAN MUSIC CR
THAT 'OL TRAIN(50) PENDING 1997 RHODY/SCAIFE JOHN JUAN MUSIC CR
THAT WALK( ) PENDING 1997 WELLS/ JOHN JUAN MUSIC CR
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
THAT WAS THE ONE(50) PENDING 1997 RHODY/MALLETT JOHN JUAN MUSIC CR
THAT WAS THEN
(THIS IS NOW)(66.6) PENDING 1997 MICHAEL/DONAHUE/CLARK JOHN JUAN MUSIC CR
THAT'S HOW LOVE GOES
AWAY(50) PENDING 1997 J. HARRIS/P. JONE JOHN JUAN MUSIC CR
THE CHANGE (50) PENDING 1998 BOB ALAN/WALT ALDRIDGE JOHN JUAN MUSIC/EMI-APRIL MUSIC INC/WALTZ TIME, INC. CR
THE LOVIN' STARTS
AT SEVEN (50) PENDING 1998 RICK WILLIAMSON JOHN JUAN MUSIC/BEAN BAG MUSIC CR
THE MORE I LOVE (33.3) PENDING 1997 J. LASETER/M. VICKERY/
L. JAMES JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/
STEPHEN FOSTER MUSIC CR
THE NAME DROPPER (25) PENDING 1998 RICK WILLIAMSON/
BILLY YATES JOHN JUAN MUSIC/BEAN BAG MUSIC/MCA/HILLBILLION CR
THE PRAYER (16.67) PENDING 1998 BOB SIMON/STEVE CLARK/ JOHN JUAN MUSIC/KNOX MUSIX/VICTORIA KAY MUSIC/
JOHNNY MACRARE BMG SONGS/BIG BEAGLES/TENNESSEE
RIDGE RUNNER MUSIC CR
THE REAL DEAL (50) PENDING 1998 THOM BISHOP/BILLY PANDA JOHN JUAN MUSIC/BODARK CR
THE TRUTH (50) PENDING 1998 JODY HARRIS/DON ELLIS JOHN JUAN MUSIC/VICTORIA KAY MUSIC CR
THE WAY I FEEL ABOUT
HER (50) PENDING 1998 BOB ALAN/SUSAN TAYLOR JOHN JUAN MUSIC/PECAN PIE MUSIC CR
THERE'S A DANGER(33.3) PENDING 1997 WELLS/OGLESBY/MORRISON JOHN JUAN MUSIC CR
THERE'S PIECES OF
THIS HEART(50) PENDING 1997 J. HARRIS/D. LOWE JOHN JUAN MUSIC CR
THIS CAN'T BE OUR
LAST GOODBYE (50) PENDING 1997 JODY HARRIS/
RICK FERRELL JOHN JUAN MUSIC/WE MAKE MUSIC CR
THIS LOVE'S GOIN
DOWN(66.6) PENDING 1997 GARZA/GARZA/RECTOR JOHN JUAN MUSIC
TIL I GET LOVE
RIGHT (50) PENDING 1998 BOB ALAN/KENT BLAZY JOHN JUAN MUSIC/KENT BLAZY CR
TIL I OPEN MY EYES PENDING 1997 LAURA VIDA/
RYAN REYNOLDS JOHN JOHN MUSIC/WILDERNESS MUSIC/BMG CR
TILL IT'S CLOSIN'
TIME (50) PENDING 1997 BOB ALAN/LINDY GRAVELLE JOHN JUAN MUSIC/PENDING CR
TIME FOR TENDERNESS (45) PENDING 1997 VIDA/STEWART HARRIS JOHN JUAN MUSIC/WILDERNESS MUSIC/EDISTO SOUND CR
TODAY AIN'T THAT DAY
ANYMORE (16.67) PENDING 1998 BOB SIMON/STEVE CLARK/ JOHN JUAN MUSIC/KNOX MUSIC/VICTORIA KAY MUSIC CR
JIMMY LAMBERT
TOO MUCH TO DREAM (25) PENDING 1997 JERRY LASETER/
M. VICKERY JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/UNKNOWN CR
TOOK A TURN FOR THE
WORSE (90) PENDING 1998 LAURA VIDA JOHN JUAN MUSIC/WILDERNESS MUSIC CR
TRAIN LEAVING DALLAS (50) PENDING 1998 THOM BISHOP/BILLY PANDA JOHN JUAN MUSIC/BODARK CR
TREAT ME LIKE A DOG(50) PENDING 1997 WELLS/LAND JOHN JUAN MUSIC CR
TURN THE RADIO ON (50) PENDING 1998 BOB ALAN/LINDY GRAVELLE JOHN JUAN MUSIC CR
TWISTING AT THE END OF
MY ROPE (50) PENDING 1998 THOM BISHOP/BILLY PANDA JOHN JUAN MUSIC/BODARK MUSIC CR
UNBREAKABLE HEART (50) PENDING 1997 DANNY WELLS/
CRAIG WISEMAN JOHN JUAN MUSIC/ALMO MUSIC CORP./DADDY RABBIT MUSIC CR
UNBREAKABLE LOVE (45) PENDING 1997 LAURA VIDA/KIM DAY JOHN JUAN MUSIC/WILDERNESS MUSIC/CHART EXPEDITION CR
UNTIED (45) PENDING 1997 LAURA VIDA/GARY CULLEY JOHN JUAN MUSIC/WILDERNESS MUSIC/EDISTO SOUND CR
UNTIL THE RAIN IS
GONE(50) PENDING 1997 LEHMBERG/WILLIAMS JOHN JUAN MUSIC CR
UNTIL THEN (50) PENDING 1997 JODY HARRIS/MIKE PYLE JOHN JUAN MUSIC/AVI JOHN W. MUSIC CR
UP THAT HILL(50) PENDING 1997 MICHAEL/WIMBERLY JOHN JUAN MUSIC CR
VANDALIA (50) PENDING 1998 THOM BISHOP/BILLY PANDA JOHN JUAN MUSIC/BODARK CR
WAITIN IN THE WINGS (45) PENDING 1997 LAURA VIDA/
JIM PEMBERTON JOHN JUAN MUSIC/WILDERNESS MUSIC/FAT SAM MUSIC CR
WALK AMONG THE STARS (50) PENDING 1997 BOB ALAN/LINDY GRAVELLE JOHN JUAN MUSIC CR
WAY I BELIEVE IN YOU ,
THE(45) PENDING 1997 LAURA VIDA/HOPE CHANCE JOHN JUAN MUSIC/WILDERNESS MUSIC/SELF-PUBLISHED CR
WE BEAT THE SYSTEM(50) PENDING 1997 A. GARZA/R. RECTOR JOHN JUAN MUSIC CR
WE CAN'T LOSE(33.3) PENDING 1997 SWINT/JONES/CRITTENDON JOHN JUAN MUSIC CR
WE USED TO BE FRIENDS (45) PENDING 1998 LAURA VIDA/
REBEKAH DEL RIO JOHN JUAN MUSIC/WILDERNESS MUSIC/BAJA BASEMENT MUSIC CR
WHAT LOVERS DO (16.67) PENDING 1998 RICK WILLIAMSON/
BRAD MARTIN/
MIKE GEIGER JOHN JUAN MUSIC/BEAN BAG MUSIC/BLAKE MEVIS/
JOE CARTER/SIXTEEN STARS/BELLE GLADE CR
WHAT THE DEVIL LOVES (50) PENDING 1998 THOM BISHOP/FRED KOLLER JOHN JUAN MUSIC/SONGS OF POLYGRAM INT'L, INC./
BUFFALO ROAD MUSIC
WHAT WOULD YOU SAY(50) PENDING 1997 CLARK/DONAHUE JOHN JUAN MUSIC CR
WHATEVER HAPPENED TO US (50) PENDING 1997 JODY HARRIS/RICK MARINO JOHN JUAN MUSIC/NO PUBLISHING CR
WHEN I THINK ABOUT YOU(50) PENDING 1997 OGLESBY/WELLS JOHN JUAN MUSIC CR
WHEN LOVE WALKS AWAY (50) PENDING 1997 DANNY WELLS/
DENISE DAVIS JOHN JUAN MUSIC/LIFE OF THE RECORD MUSIC CR
WHEN LOVE WAS ALL WE HAD (50) PENDING 1997 JERRY LASETER/
KERRY KURT PHILLIPS JOHN JUAN MUSIC/DON/T TELL MAMA MUSIC/TEXAS WEDGE/
EMDAR MUSIC CR
WHEN THE BILLS PILE UP (50) PENDING 1997 MARTY BROWN/TOMMY SMITH JOHN JUAN MUSIC/PIANO TUNER MUSIC CR
WHEN YOU LEAVE YOUR HEART
BEHIND(50) PENDING 1997 CLARK/HARRIS JOHN JUAN MUSIC CR
WHERE ANGELS FLY (33.3) PENDING 1997 PATRICK MICHAEL/
SPADY BRANNAN/
JIM COLLINS JOHN JUAN MUSIC/MAGNOLIA HILL/EMI BLACKWOOD
HOLLY VAN BEMMEL CR
WHERE DO WE GO FROM HERE(50) PENDING 1997 HARRIS/LOCKRIDGE JOHN JUAN MUSIC CR
WHERE EAGLES FLY (33.3) PENDING 1997 DON ELLIS/
JIM ALLISON/
BILLY MONTANA JOHN JUAN MUSIC/ALLISONGS/MAGNOTONE CR
WHERE THERE'S SMOKE (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
WHERE YOU'RE COMING FROM (50) PENDING 1997 DANNY WELLS/
JOHN NANCE SHARP JOHN JUAN MUSIC/SPOTTED OWL SONGS CR
WHEREVER YOU ARE (45) PENDING 1997 LAURA VIDA/DWAYNA LITZ JOHN JUAN MUSIC/WILDERNESS/SQUARE SOUTH MUSIC CR
WHO AM I(50) PENDING 1997 RHODY/GILL JOHN JUAN MUSIC CR
WHY DO WE FIGHT(50) PENDING 1997 RHODY/KEY JOHN JUAN MUSIC CR
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TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WHY EVEN TRY(50) PENDING 1997 HARRIS/RAY/WIMBERLY JOHN JUAN MUSIC CR
WINGS OF A DREAM(66.6) PENDING 1997 MICHAEL/DONAHUE/
SEIGHMAN JOHN JUAN MUSIC CR
WISHFUL DRINKING (50) PENDING 1997 MARTY BROWN/SHAWN CAMP JOHN JUAN MUSIC/SHAWN CAMP MUSIC/
FORESHADOW SONGS, INC. CR
WITH ANY LUCK AT ALL (50) PENDING 1998 STEVE CLARK/BOB SIMON/
MICHAEL WARE JOHN JUAN MUSIC/VICTORIA KAY MUSIC CR
WOULD FOREVER BE TOO MUCH
TO ASK (50) PENDING 1997 JODY HARRIS/JOHN RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
WOULD YOU (95) PENDING 1998 BOB ALAN/LAURA VIDA JOHN JUAN MUSIC/WILDERNESS MUSIC CR
YOU BRING OUT THE LOVE
INSIDE OF ME (45) PENDING 1997 LAURA VIDA/HOPE CHANCE JOHN JUAN MUSIC/WILDERNESS MUSIC CR
YOU FILL MY SAILS WITH
LOVE (25) PENDING 1997 BOB SIMON/JIM ALLISON JOHN JUAN MUSIC/KNOX MUSIC/ALLISONGS CR
YOU LET HIM (50) PENDING 1998 THOM BISHOP/BILLY PANDA JOHN JUAN MUSIC/BODARK CR
YOU SHOULD TALK (33.3) PENDING 1997 JODY HARRIS/
BOBBY TAYLOR/J. RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
YOUR EVERY WORD (50) PENDING 1997 DANNY WELLS/JOHN SHARP JOHN JUAN MUSIC/SPOTTED OWL SONGS CR
YOUR KISSES GIVE YOU
AWAY (50) PENDING 1997 MARTY BROWN/
OATIE BLACKMAN JOHN JUAN MUSIC/GYPSY HYMNS CR
YOUR LOVE AIN'T LEAVIN' (45) PENDING 1998 LAURA VIDA/GARY CULLEY JOHN JUAN MUSIC/WILDERNESS MUSIC/EDISTO SOUND CR
YOU'RE ALL OVER ME(50) PENDING 1997 S. JUST/J. NORTHRUP JOHN JUAN MUSIC CR
YOU'RE BACKIN' UP(33.3) PENDING 1997 SWINT/JONES/WATERS JOHN JUAN MUSIC CR
YOU'VE GOT TO HAND IT TO
ME(33.3) PENDING 1997 SWINT/JONES/CRITTENDEN JOHN JUAN MUSIC CR
YOU'VE LOST ME (33.3) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
VICTORIA KAY MUSIC
Owned
CAROLINA COWBOY PENDING 1997 DANA OGLESBY VICTORIA KAY MUSIC CR
EVERY TIME I FEEL MY
HEART BREAK PA812390 1997 CLARK/HUFFMAN/KEES VICTORIA KAY MUSIC CR
IF WE COULD TRADE PLACES PENDING 1997 D. OGLESBY/S. CLARK/
M. CLARK VICTORIA KAY MUSIC CR
NOTHIN' MORE THAN LOVE PENDING 1997 WELLS/MORRISON VICTORIA KAY MUSIC CR
OVER PENDING 1997 OGLESBY/CLARK VICTORIA KAY MUSIC CR
THIS ISN'T MY FIRST
BROKEN HEART PENDING 1997 CLARK VICTORIA KAY MUSIC CR
Co-Owned
A FOOL AND HIS MONEY(33.3) PENDING 1997 CLARK/MOORE/MACRAE VICTORIA KAY MUSIC CR
A GIRL NAMED TEXAS(50) PENDING 1997 CLARK/BROWN VICTORIA KAY MUSIC CR
A LITTLE BIT OF LOVE GOES
A LONG WAY (50) PENDING 1998 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI APRIL MUSIC/REO GLOBAL ENT. CR
A VERSE AND A CHORUS( ) PENDING 1997 WELLS/
ABSOLUT CRAZY (50) PENDING 1998 DANA HUNT OGLESBY/
WALT WILKINS VICTORIA KAY MUSIC/CAREERS-BMG CR
AM I IN LOVE ENOUGH FOR
YOU (50) PENDING 1998 RONNA REEVES/TIM NORTON VICTORIA KAY MUSIC CR
ANGELS IN THE ATTIC(50) PENDING 1997 D. OGLESBY/D. LOWERY VICTORIA KAY MUSIC CR
ANOTHER LETTER HOME(50) PENDING 1997 STEVE CLARK/MARK DREYER VICTORIA KAY MUSIC CR
ANY OLE HONKY TONK WILL DO PENDING 1997 CLARK/BROWN VICTORIA KAY MUSIC CR
BACK BEFORE THE FALL(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
BACK WHERE I COME FROM (50) PENDING 1997 RONNA REEVES/GREG CROWE VICTORIA KAY MUSIC/CROWE'S CHOICE MUSIC CR
BE MY BABY(50) PENDING 1997 S. CLARK/R.T. MACK VICTORIA KAY MUSIC CR
BEFORE WE LOSE THE FIRE(33.3) PENDING 1997 CLARK/MOORE/MACRAE VICTORIA KAY MUSIC CR
BIG HURT (33.3) PENDING 1998 DON ELLIS/STEVE DEAN/
ROB CROSBY VICTORIA KAY MUSIC/TOM COLLNS MUSIC CR
BIG TALK IN A SMALL
TOWN(33.3) PENDING 1997 OGLESBY/PRATHER/
PRESTWOOD VICTORIA KAY MUSIC CR
BLUE WATER ROAD(33.3) PENDING 1997 WELLS/OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
BRAND NEW LIFE (50) PENDING 1997 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC/MAGNOTONE CR
BROKEN-HEARTED SIDE OF
NEW ORLEANS (50) PENDING 1997 S. CLARK/BUD MCGUIRE VICTORIA KAY MUSIC/SUGAR BEND MUSIC CR
BROWN PAPER SACK(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
BY THE WIND (33.3) PENDING 1997 DON ELLIS/
BILLY MONTANA/
STEVE DEAN VICTORIA KAY MUSIC/MAGNATONE MUSIC PUBL. CR
CAN'T KEEP A COWBOY FROM
HIS RODEO(33.3) PENDING 1997 CLARK/GARZA/GARZA VICTORIA KAY MUSIC CR
CASEY AT THE BAR(33.3) PENDING 1997 S. CLARK/J. MACRAE/
B. MORRISON VICTORIA KAY MUSIC CR
CAUGHT IN THE FLAME(33.3) PENDING 1997 OGLESBY/MILLER/MILLER VICTORIA KAY MUSIC CR
CHANCE TO LOVE AGAIN(50) PENDING 1997 D. OGLESBY/C. STARNER VICTORIA KAY MUSIC CR
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TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CHECK YES OR NO(50) PENDING 1997 DANNY WELLS/
DANA OGLESBY VICTORIA KAY MUSIC CR
COUNT ME IN (50) PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI APRIL INC./REO GLOBAL ENT. CR
C-O-U-N-T-R-Y(50) PENDING 1997 CLARK/MOORE VICTORIA KAY MUSIC CR
COWGIRLS DON'T RIDE
EASY(33.3) PENDING 1997 CLARK/MOORE/MACRAE VICTORIA KAY MUSIC CR
CRAZY WOMAN(33.3) PENDING 1997 CLARK/MACRAE/MORRISON VICTORIA KAY MUSIC CR
CRUISIN'(50) PENDING 1997 OGLESBY/STARNER VICTORIA KAY MUSIC/SKS MUSIC HOLLY VAN BEMMEL CR
DANCING WITH NO MUSIC
PLAYING (50) PENDING 1997 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC/MAGNATONE MUSIC CR
DAY THE BOOTLEGGER DIED,
THE(66.6) PENDING 1997 CLARK/HELLARD/LAMBERT VICTORIA KAY MUSIC CR
DIFFERENT WAY OF DOING
THINGS (50) PENDING 1997 DON ELLIS/
STEVEN MCCLINTOCK VICTORIA KAY MUSIC/MCJAMES PUBLISHING CR
DON'T FORGET WHAT YOU'VE
GOT (50) PENDING 1998 DON ELLIS/HEATH WRIGHT VICTORIA KAY MUSIC/EMI APRIL MUSIC CR
DON'T JUST SIT THERE(33.3) PENDING 1997 CLARK/MACRAE/MORRISON VICTORIA KAY MUSIC CR
DON'T MAKE ME CRAWL(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
EASY FOR YOU (50) PENDING 1997 RONNA REEVES/
BILLY THOMAS VICTORIA KAY MUSIC/HIGH SEAS MUSIC/MANGROVE MUSIC CR
END OF ME, THE(66.6) PENDING 1997 OGLESBY/CLARK/WELLS VICTORIA KAY MUSIC CR
FATHER TO THE MAN, THE (50) PENDING 1997 CLARK/SIMON VICTORIA KAY MUSIC CR
FIVE O'CLOCK SHADOW( ) PENDING 1997 OGLESBY/
GOOD 'OL BOY THAT LOVES
STOCK CARS(66.6) PENDING 1997 CLARK/WELLS/LAMBERT VICTORIA KAY MUSIC CR
GREENVILLE(50) PENDING 1997 OGLESBY/CORLEY VICTORIA KAY MUSIC CR
HALF THE MIND (50) PENDING 1998 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC/MAGNATONE MUSIC CR
HEARTS WERE MADE TO BE
BROKEN(25) PENDING 1997 BARTLEY/ROBKOFF VICTORIA KAY MUSIC CR
HOME MADE LOVE (50) PENDING 1997 CLARK/BROWN VICTORIA KAY MUSIC CR
HONKY TONK BOUND(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
HONKY TONK DAZE(33.3) PENDING 1997 CLARK/MACRAE/MOORE VICTORIA KAY MUSIC CR
HONKYTONKVILLE(50) PENDING 1997 STEVE CLARK/
EARLE BUD LEE VICTORIA KAY MUSIC CR
HOPELESSLY BLUE (50) PENDING 1997 STEVE CLARK/
JOHNNY MACRAE VICTORIA/BMG SONGS/BIG BEAGLES/TENNESSEE RIDGE RUNNER CR
I BETCHA DIDN'T KNOW(33.3) PENDING 1997 S. CLARK/D. KEES/
R. ROSS VICTORIA KAY MUSIC CR
I CAN SURVIVE WITHOUT
YOU (50) PENDING 1997 RONNA REEVES/WILL NANCE VICTORIA KAY MUSIC/ORBISON CR
I CAN TELL BY THE WIND (33.3) PENDING 1997 D. ELLIS/STEVE DEAN/
BILLY MONTANA VICTORIA KAY MUSIC/TOM COLLINS/MAGNOTONE CR
I CAN'T BELIEVE HOW FAST
(SHE GOT OVER ME)(50) PENDING 1997 CLARK/ROSS VICTORIA KAY MUSIC CR
I CAN'T LOVE YOU ANYMORE (50) PENDING 1998 DON ELLIS/RICHARD BACH VICTORIA KAY MUSIC CR
I COULD GROW OLD LOVING
YOU (33.3) PENDING 1998 DON ELLIS/BILLY MONTANA/
JO-EL SONNIER VICTORIA KAY MUSIC/MAGNATONE MUSIC/
MUSIQUE DEL JO-EL, ADMIN BY CMI CR
I FALL IN LOVE(50) PENDING 1997 OGLESBY/PRATHER VICTORIA KAY MUSIC CR
I FINALLY CROSSED THAT
LINE(50) PENDING 1997 OGLESBY/PRATHER VICTORIA KAY MUSIC CR
I HATE THE WAY I LOVE
YOU(33.3) PENDING 1997 CLARK/MOORE/MACRAE VICTORIA KAY MUSIC CR
I LOVE MY JOB (50) PENDING 1998 DON ELLIS/RICHARD BACH VICTORIA KAY MUSIC/SONGS OF PEER/SOUTH FORK MUSIC CR
I NEED A MARGARITA(33.3) PENDING 1997 OGLESBY/HOLMES/MULLINS VICTORIA KAY MUSIC CR
I WANNA HOLD THAT THOUGHT (50) PENDING 1997 D. ELLIS/CHARLES LILLY VICTORIA KAY MUSIC/NO PUB CR
I WANT MY LIFE BACK (33.3) PENDING 1998 DON ELLIS/
J. GRADY SHUMAN/
LARRY DON MC COY VICTORIA KAY MUSIC/AIRRIA MUSIC/JEN ERI TIN PUBLISHING CR
I WISH THEY MADE A
MATCH (33.3) PENDING 1998 MENTOR WILLIAMS/
TROY SEALS/BUCK MOORE VICTORIA KAY MUSIC/MIKE CURB MUSIC/
DIAMOND STORM MUSIC/KISS MY CASH MUSIC/DREAMWORKS CR
I WORSHIP THE WOMAN YOU
WALK ON PENDING 1997 CLARK/PIERSON VICTORIA KAY MUSIC CR
I'D WRITE SONGS ABOUT
YOU (50) PENDING 1997 D. ELLIS/TED FRENCH VICTORIA KAY MUSIC/TREE HOUSE CR
IF I EVER FALL AGAIN PENDING 1997 CLARK/FERRELL VICTORIA KAY MUSIC CR
IF IT WASN'T FOR MY HEART(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
I'LL NEVER JUMP OFF THAT
BRIDGE(50) PENDING 1997 CLARK/MCCORD VICTORIA KAY MUSIC CR
I'LL SHOW YOU PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI APRIL INC./REO GLOBAL ENT. CR
I'M GOIN' NOWHERE IN A
HURRY(50) PENDING 1997 CLARK/HARRIS VICTORIA KAY MUSIC CR
I'M ON YOUR SIDE(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
IN GOD'S HANDS (33.3) PENDING 1998 STEVE CLARK/
BOB SIMON/
JOHNNY MACRAE VICTORIA KAY MUSIC/JOHN JUAN MUSIC/KNOX MUSIC/
BMG SONGS/BIG BEAGLES/TENNESSEE RIDGE RUNNER GO
INN OF THE MOUNTAIN GODS(50) PENDING 1997 OGLESBY/WIMBERLY VICTORIA KAY MUSIC CR
IS THIS GONE ENOUGH (33.3) PENDING 1998 STEVE CLARK/
RICK HOLT/
JOHNNY MACRAE VICTORIA KAY MUSIC/BMG SONGS, INC/BIG BEAGLES/
TENNESSEE RIDGE RUNNER CR
IT AIN'T THE COWBOY
WAY(16.67) PENDING 1997 CLARK/DONAHUE/WRIGHT/
KILGALLON/BRYANT/
BRYANT VICTORIA KAY MUSIC CR
IT ALL COMES DOWN TO
LOVE (33.3) PENDING 1998 DON ELLIS/
VICTORIA SHAW/
STEVEN MCLINTOCK VICTORIA KAY MUSIC/MCJAMES PUBLISHING CR
IT JUST HIT HOME( ) PENDING 1997 WELLS/
I'VE GOT A SECRET(50) PENDING 1997 OGLESBY/MORRISON VICTORIA KAY MUSIC CR
JIMMY & JESUS(50) PENDING 1997 OGLESBY/WELLS VICTORIA KAY MUSIC CR
JUKEBOX JUNKIE(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
KILLIN' OFF THE PAST(50) PENDING 1997 CLARK/MCGUIRE VICTORIA KAY MUSIC CR
KISS AND SAY GOODBYE (50) PENDING 1997 RONNA REEVES/DAVID VICTORIA KAY MUSIC/ CR
SANTOS SELF-PUB
LAST LOVE IN THIS TOWN (33.3) PA863107 1997 DON ELLIS/BILLY VICTORIA KAY MUSIC CR
MONTANA/STEVE DEAN
LAST ONE TO KNOW, THE (50) PENDING 1997 RONNA REEVES/JERRY DALE VICTORIA KAY MUSIC/MONK CR
MCFADDEN FAMILY MUSIC
LAY DOWN YOUR ARMS (50) PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI CR
APRIL INC./REO GLOBAL
ENT.
LET GOOD-BYE HURT LIKE IT
SHOULD(50) PENDING 1997 OGLESBY/VANDIVER VICTORIA KAY MUSIC CR
LET HER BE A WOMAN (33.3) PENDING 1997 STEVE CLARK/BOB
SIMON/JOHNNY MACRAE VICTORIA KAY MUSIC/JOHN CR
JUAN MUSIC/KNOX MUSIC/
BMG SONGS/BIG BEAGLES/
TENNESSEE RIDGE RUNNER
LET'S TAKE OUR TIME WITH
LOVE(50) PENDING 1997 OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
LIGHT OF A BRAND NEW LOVE PENDING 1997 BCLARK/BROWN VICTORIA KAY MUSIC CR
LONG AND LEAN (33.3) PENDING 1998 MENTOR WILLIAMS/OMAR
MONDRAGON/WES MENANE VICTORIA KAY MUSIC CR
LOOK, THE (50) PENDING 1997 D. ELLIS/JEFF CHASE VICTORIA KAY MUSIC/NO PUB CR
LOVE LIKE OURS (50) PENDING 1997 STEVE CLARK/BUCK MOORE VICTORIA KAY MUSIC/JANAL CR
MUSIC GROUP
LOVE'S A LOT LIKE A RODEO(50) PENDING 1997 WELLS/OGLESBY VICTORIA KAY MUSIC CR
LOVIN' M AKES THE LIVIN'
(33.3) PENDING 1997 STEVE CLARK/DONNY
KEES/MICHAEL HUFFMAN VICTORIA KAY MUSIC/ACUF CR
F-ROSE MUSIC/DIXIE-STARS
MUSIC
LUCKIEST MAN ALIVE (50) PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI CR
APRIL INC./REO GLOBAL ENT.
MAMA WAS A ROCK(33.3) PENDING 1997 CLARK/MACRAE/MOORE VICTORIA KAY MUSIC CR
MANY A DESPERADO(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
MIDNIGHT BLUE (33.3) PENDING 1998 STEVE CLARK/RICK
HOLT/JOHNNY MACRAE VICTORIA KAY MUSIC/BMG/ CR
WRITERS FIVE/BMG SONGS,
INC/BIG BEAGLES/
TENNESSEE RIDGE RUNNER
MORE THAN A FEELING(50) PENDING 1997 OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
MY FIRST TIME HERE (50) PENDING 1997 D. ELLIS/STEVE YOCUM VICTORIA KAY MUSIC/NO PUB CR
MY HEART WROTE THAT SONG
(33.3) PENDING 1997 DON ELLIS/M.C.POTTS/
JAMES NIHAN VICTORIA KAY/EMI APRIL CR
MUSIC/REO GLOBAL ENT.
MY LOVE IS A ROCK(25) PENDING 1997 MICHAEL/SCOTT/ATKINS/
SEIGHMAN VICTORIA KAY MUSIC CR
NATURAL BORN LOSER PA811958 1997 STEVE LEWIS CLARK VICTORIA KAY MUSIC CR
NO MATTER WHERE YOU ARE (25) PENDING 1997 BOB SIMON/STEVE CLARK JOHN JUAN MUSIC/KNOX CR
MUSIC/VICTORIA KAY MUSIC
NO YESTERDAY(50) PENDING 1997 OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
NOBODY'S FOOL(66.6) PENDING 1997 CLARK/WELLS/LAMBERT VICTORIA KAY MUSIC CR
NOWHERE TO FLY( ) PENDING 1997 CLARK/
ON A DREAM AND A PRAYER(33.3) PENDING 1997 CLARK/BROWN/MILLER VICTORIA KAY MUSIC CR
ONCE I HAD A DREAM(50) PENDING 1997 OGLESBY/CORLEY VICTORIA KAY MUSIC CR
ONE OF THESE DAYS(50) PENDING 1997 ATKINS/SEIGHMAN VICTORIA KAY MUSIC CR
ONE TRACK MIND(50) PENDING 1997 OGLESBY/STARNER VICTORIA KAY MUSIC CR
ONLY GOD KNOWS (50) PENDING 1998 STEVE CLARK/BOB SIMON VICTORIA KAY MUSIC/JOHN CR
JUAN MUSIC/KNOX MUSIC
OUTLAW(50) PENDING 1997 CLARK/MOORE VICTORIA KAY MUSIC CR
PERFECT CIRCLE(50) PENDING 1997 OGLESBY/CHEWNING VICTORIA KAY MUSIC CR
PICTURE ON THE WALL(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
PIGS CAN FLY (PIGSKIN FLY)
(50) PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI CR
APRIL INC./REO GLOBAL
ENT.
POOR MAN'S WIFE (50) PENDING 1998 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC/ CR
MAGNATONE MUSIC
PROVE YOU WRONG(50) PENDING 1997 OGLESBY/BLAZY VICTORIA KAY MUSIC CR
REAL THING, THE(50) PENDING 1997 CLARK/MOORE VICTORIA KAY MUSIC CR
REBEL FROM DIXIE(50) PENDING 1997 CLARK/MCDONOUGH VICTORIA KAY MUSIC CR
RUSTIN' IN THE RAIN( ) PENDING 1997 WELLS/
RUSTY(50) PENDING 1997 CLARK/MCNIGHT/HOLBROOK/ VICTORIA KAY MUSIC CR
SHELTON
SCATTERED SHOWERS (33.3) PENDING 1997 DON ELLIS/M.C. POTTS/ VICTORIA KAY MUSIC/EMI CR
JAMES NIHAN APRIL INC./REO GLOBAL ENT.
SHADE TREE MECHANIC(33.3) PENDING 1997 CLARK/CORDLE/SHELL VICTORIA KAY MUSIC CR
SHE DOESN'T KNOW(50) PENDING 1997 ATKINS/SEIGHMAN VICTORIA KAY MUSIC CR
SHE DON'T FOOL AROUND (33.3) PENDING 1998 STEVE CLARK/BOB SIMON/ VICTORIA KAY MUSIC/JOHN CR
JUAN MUSIC/KNOX MUSIC
DAVID TROUT
SHE KNOWS HOW TO LOVE ME(50) PENDING 1997 CLARK/MOORE VICTORIA KAY MUSIC CR
SHE LET IT GO (33.3) PENDING 1998 DON ELLIS/TED FRENCH/ VICTORIA KAY MUSIC/OFF CR
TOM PADEN THE GREEN MUSIC,DIV. OF
SIMBA ENT./FRENCHRIGHT
MUSIC/PADEN PLACE MUSIC
SHE'S READY FOR A REVOLUTION
(33.3) PENDING 1997 D. ELLIS/J. ALLISON/
REEVES VICTORIA KAY MUSIC/ALLISONGS CR
SHE'S STILL GOT AN INNOCENT
HEART(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
SHE'S WALKIN' AWAY(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
SMALL TOWN HONKYTONK (33.3) PENDING 1998 MENTOR WILLIAMS/ VICTORIA KAY MUSIC/BABY CR
ED STETSER/TROY SEALS DUPLIN'S MUSIC/MIKE CURB
MUSIC/DIAMOND STORM MUSIC/
KIS MY CASH MUSIC
SMALL TOWN LOVE(50) PENDING 1997 WELLS/MORRISON VICTORIA KAY MUSIC CR
SO BAD TO BE SO GOOD(50) PENDING 1997 CLARK/TAYLOR VICTORIA KAY MUSIC CR
SOEMONE WITH THE SAME HEART
(33.3) PENDING 1998 DON ELLIS/STEVE DEAN/ VICTORIA KAY MUSIC/TOM CR
BILLY MONTANA COLLINS MUSIC/MAGNATONE
MUSIC PUB
SOME MEMORIES ARE BEST LEFT
ALONE(33.3) PENDING 1997 CLARK/MOORE/MACRAE VICTORIA KAY MUSIC CR
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SOME MONDAY(50) PENDING 1997 OGLESBY/WIMBERLY VICTORIA KAY MUSIC CR
SOMEHOW I DO (50) PENDING 1998 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI CR
APRIL MUSIC INC/REO
GLOBAL ENT
SOMETIMES HE BREAKS MY
HEART (33.3) PENDING 1997 CLARK/VIDA/SIMON VICTORIA KAY MUSIC CR
SOMETIMES YOU'RE JUST
THERE (33.3) PENDING 1998 MENTOR WILLIAMS/TROY
SEALS/ED STETSER VICTOR KAY MUSIC/MIKE CR
CURB MUSIC/DIAMOND STORM
MUSIC/KISS MY CASH MUSIC/
BABY DUPLIN'S MUSIC
SOMETIMES(50) PENDING 1997 LEHMBERG/CLARK VICTORIA KAY MUSIC CR
SOMEWHERE BETWEEN THE EARTH
AND THE ANGELS (50) PENDING 1998 DON ELLIS/C. LACKEY VICTORIA KAY MUSIC/[ILLEGIBLE] CR
SOMEWHERE IN THE NIGHT (33.3) PENDING 1997 CLARK/MACRAE/FERRELL VICTORIA KAY MUSIC/BMG CR
SONGS/TENNESSEE RIDGE
RUNNER/WE MAKE MUSIC/
BIG BEAGLES
STILL WANTING YOU(50) PENDING 1997 CLARK/MOORE VICTORIA KAY MUSIC CR
SURE THING(50) PENDING 1997 OGLESBY/WELLS VICTORIA KAY MUSIC CR
TEN MINUTES AGO (50) PENDING 1998 STEVE CLARK/BOB SIMON VICTORIA KAY MUSIC/JOHN CR
JUAN MUSIC/KNOX MUSIC
TEXACO ROSE (50) PENDING 1998 MENTOR WILLIAMS/TROY
SEALS VICTORIA KAY MUSIC/MIKE CR
CURB MUSIC/DIAMOND STORM
MUSIC/KISS MY CASH MUSIC
THAT WAS THEN (THIS IS
NOW) (33.3) PENDING 1997 MICHAEL/DONAHUE/CLARK VICTORIA KAY MUSIC CR
THAT'S ME WITHOUT YOU(50) PENDING 1997 OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
THAT'S THE THANKS I GET (50) PENDING 1997 DON ELLIS/STEVE YOACUM VICTORIA KAY MUSIC CR
THAT'S WHAT IT'S ALL
ABOUT (50) PENDING 1998 STEVE CLARK/BILLY VICTORIA KAY MUSIC/IRVING CR
BURNETT MUSIC INC/BEAU-BILLY SONGS
THAT'S WHAT ONE NIGHT CAN
DO(16.6) PENDING 1997 MICHAEL HUFFMAN/DONNY
KEES/BOB MORRISON VICTORIA KAY MUSIC/DIXIE
STARS MUSIC/ACUFF-ROSE/
SOUTHERN DAYS MUSIC LARRY STEWART CR
THAT'S YOURS (50) PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY/REO GLOBAL ENT. CR
THE HILL BEHIND THE HOUSE
(33.3) PENDING 1998 STEVE CLARK/BOB VICTORIA KAY MUSIC/JOHN
SIMON/JIMMY LAMBERT JUAN MUSIC/KNOX MUSIC CR
THE PRAYER (33.3) PENDING 1998 STEVE CLARK/BOB VICTORIA KAY MUSIC/JOHN CR
SIMON/JOHNNY MACRAE JUAN MUSIC/KNOX MUSIC/BMG
SONGS/BIG BEAGLES/
TENNESSEE RIDGE RUNNER
THE TRUTH (50) PENDING 1998 DON ELLIS/JODY HARRIS VICTORIA KAY MUSIC/SIXTEEN
STARS MUSIC CR
THE WHOLE ENCHALADA (50) PENDING 1998 MENTOR WILLIAMS/BUCK
MOORE VICTORIA KAY MUSIC/DREAMWORKS CR
THERE GOES MY HEART(50) PENDING 1997 CLARK/BROWN VICTORIA KAY MUSIC CR
THERE I SAID IT (33.3) PENDING 1998 DON ELLIS/BILLY VICTORIA KAY MUSIC/MAGNATONE CR
MONTANA/HEATH WRIGHT MUSIC/EMI APRIL, INC
THERE'S NO NEED(50) PENDING 1997 OGLESBY/HALLIGAN VICTORIA KAY MUSIC CR
THESE DAYS THOSE DAYS ARE
GONE (50) PENDING 1998 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI CR
APRIL MUSIC, INC./REO
GLOBAL ENT
THIS IS A SMALL TOWN (50) PENDING 1997 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC CR
THIS IS NOT WHAT I HAD IN
MIND (50) PENDING 1997 RONNA REEVES/RANDY
ARCHER VICTORIA KAY MUSIC/POLYGRAM CR
TIL YOU'VE MADE AN ANGEL CRY
(33.3) PENDING 1997 STEVE CLARK/EDDIE VICTORIA KAY MUSIC/BMG CR
MONTGOMERY/JOHNNY SONGS INC/BIG BEAGLES/
MACRAE TENNESSEE RIDGE RUNNER
TILL WE FIND LOVE AGAIN( ) PENDING 1997 WELLS/
TODAY AIN'T THAT DAY ANYMORE
(33.3) PENDING 1998 STEVE CLARK/BOB VICTORIA KAY MUSIC/JOHN CR
SIMON/JIMMY LAMBERT JUAN MUSIC/KNOX MUSIC
TONIGHT THIS QUARTER AIN'T
WORTH A DIME(50) PENDING 1997 STEVE CLARK/EARL BUD
LEE VICTORIA KAY MUSIC CR
TOUCHED BY AN ANGEL (33.3) PENDING 1998 MENTOR WILLIAMS/OMAR
MONDRAGON/WES MENANE VICTORIA KAY MUSIC CR
TRUE LIES (50) PENDING 1998 DON ELLIS/STACEY BYERS VICTORIA KAY MUSIC CR
UNHAPPILY EVER AFTER (33.3) PENDING 1998 STEVE CLARK/HEATH VICTORIA KAY MUSIC/EMI CR
WRIGHT/JOHNNY MACRAE APRIL MUSIC/BMG SONGS/BIG
BEAGLES/TENNESSEE RIDGE
RUNNER
WALKIN' CONTRADICTION(50) PENDING 1997 OGLESBY/CORELY VICTORIA KAY MUSIC CR
WANNA BE (50) PENDING 1998 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC/ CR
MAGNATONE MUSIC PUB.
WE'RE SOMEWHERE IN THE
RUNNIN' (50) PENDING 1998 DON ELLIS/BRIAN SMITH VICTORIA KAY MUSIC CR
WHAT ARE YOU GETTING' AT (50) PENDING 1998 STEVE CLARK/BILLY VICTORIA KAY MUSIC/IRVING
BURNETT MUSIC INC/BEAU-BILLY SONGS CR
WHAT HAVE I UNDONE(50) PENDING 1997 OGLESBY/HOLMES VICTORIA KAY MUSIC CR
WHAT ONE NIGHT CAN DO(16.65) PENDING 1997 MORRISON/KEES/HUFFMAN VICTORIA KAY MUSIC/SOUTHERN CR
DAYS/ACUFF-ROSE/DIXIE ROSE
WHAT WOULD YOU SAY(50) PENDING 1997 CLARK/DONAHUE VICTORIA KAY MUSIC CR
WHEN A STRANGER CHANGES YOUR
MIND (50) PENDING 1997 STEVE CLARK/ANGEL VICTORIA KAY/MIDNIGHT CHART CR
CROPPER/KIM DAY EXPEDITION/RANDY TALMADGE
WHEN I THINK ABOUT YOU(50) PENDING 1997 OGLESBY/WELLS VICTORIA KAY MUSIC CR
WHEN I USED TO BE YOU (33.3) PENDING 1997 D. ELLIS/STEVE VICTORIA KAY MUSIC/TOM CR
DEAN/BILLY MONTANA COLLINS/MAGNOTONE
WHEN WILL YOU BE GONE (50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC/BMG CR
SONGS/TENNESSEE RIDGE
RUNNER
WHEN YOU LEAVE YOUR HEART
BEHIND (50) PENDING 1997 CLARK/HARRIS VICTORIA KAY MUSIC CR
WHERE AM I NOW(50) PENDING 1997 OGLESBY/SHARP VICTORIA KAY MUSIC CR
WHERE EAGLES FLY (33.3) PENDING 1997 DON ELLIS/JIM VICTORIA KAY MUSIC/
ALLISON/BILLY MONTANA ALLISONGS/MAGNOTONE CR
WHOSE HEARTACHE IS THIS
ANYWAY(33.3) PENDING 1997 CLARK/MACRAE/MORRISON VICTORIA KAY MUSIC CR
WITH ANY LUCK AT ALL (33.3) PENDING 1998 STEVE CLARK/BOB VICTORIA KAY MUSIC/JOHN CR
SIMON/MICHAEL WARE JUAN MUSIC/KNOX MUSIC
WORTHLESS(66.6) PENDING 1997 S. CLARK/M. CLARK/B. VICTORIA KAY MUSIC CR
MOORE
YES NO MAYBE(50) PENDING 1997 OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
YOU CAN'T MAKE A HEART LOVE
SOMEBODY(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
YOU DON'T HAVE TO LIVE WITH
IT (I DO) (33.3) PENDING 1997 CLARK/FERRELL/CONLEY VICTORIA KAY MUSIC/WE CR
MAKE MUSIC/HARRIS-
GORDON MUSIC
YOU GOT THE RIGHT IDEA (50) PENDING 1998 DON ELLIS/HEATH WRIGHT VICTORIA KAY MUSIC/EMI CR
APRIL MUSIC, INC.
YOU MUST HAVE READ MY
HEART (50) PENDING 1997 OGLESBY/HOLMES VICTORIA KAY MUSIC CR
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
YOUR GUESS IS AS GOOD AS
MINE PENDING 1997 CLARK/CONLEY VICTORIA KAY MUSIC CR
YOU'RE NOT WAITING ANYMORE PENDING 1997 CLARK/CONLEY VICTORIA KAY MUSIC CR
YOU'VE BEEN HIDIN' BEHIND PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC/BMG CR
THAT HEARTACHE LONG ENOUGH SONGS/TENNESSEE RIDGE
(50) RUNNER
</TABLE>
<PAGE>
EXHIBIT B(i)
Schedule 10.14
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4079 964 Killed By Cain (REX) Killed By Cain PENDING 1993 2068
8530 807 Tribute To James Cleveland Various 175494 1991 2066
8536 806 In God's Own Time Turrentine - Agee, Evelyn 144534 1992 2067
8537 774 Designer's Original Hall, Danniebelle 144530 1992 2067
9992 972 Sweet Family Music Various PENDING 1996 2071
40001 929 Extraction From Morality (REX) Believer PENDING 1989 2064
40010 930 Sanity Obscure (REX) Believer PENDING 1990 2065
40024 951 Demolition (REX) Various 223852 1992 2067
40042 900 Dimensions (REX) Believer 225306 1993 2068
40047 940 Ticklewigglejigglepickle (REX) Hot Pink Turtle 220156 1993 2068
40053 917 Fatherless and the Widow (REX) Sixpence None The Richer PENDING 1993 2068
41001 933 If But For One (REX) Detritus PENDING 1993 2068
41004 924 I Predict A Clone (REX) Various 224674 1994 2069
41005 947 Exhumed of the Earth (REX) Paramaecium 226067 1994 2069
41008 904 Speckled Bird (REX) Choir 226035 1994 2069
41009 928 Unveiled (REX) Whitecross 223853 1994 2069
41011 899 Psalm 1 (REX) Ballard, Jack 201210 1994 2069
41012 931 Bliss Bliss (REX) Bliss Bliss 224664 1994 2069
41015 955 Sane (REX) Velocipede 224700 1994 2069
41016 918 This Beautiful Mess (REX) Sixpence None The Richer PENDING 1995 2070
41017 898 Misguided (REX) Argyle Park 232956 1995 2070
41022 927 Equilibrium (REX) Whitecross 223835 1995 2070
41023 911 Language Of Fools (REX) Love Coma 224667 1995 2070
41025 950 Fish Eye Lens (REX) Soul Shock Remedy PENDING 1995 2070
41027 910 Lemonade (REX) Leaderdogs PENDING 1995 2070
41030 923 Are We Not Men? (REX) Various 231081 1995 2070
41031 932 Unearthed (REX) Crimson Thorn 224669 1995 2070
41032 953 Electro Shock Therapy (REX) Various 227327 1995 2070
41042 906 Psalmus (REX) Johnson, Jeff PENDING 1995 2070
42005 956 Fall Babylon Fall (REX) Veni Domine PENDING 1992 2067
42118 921 All The Flowers (REX) Throes PENDING 1990 2065
42414 939 Paler Shade (REX) Mark Hall, Pam PENDING 1993 2068
42722 941 Wing and a Prayer (REX) Krist, Jan PENDING 1993 2068
45002 937 Center of the Earth (REX) Gianconia, Nic 224942 1994 2069
45004 938 Liberty Road (REX) Grace, Steve PENDING 1992 2067
45009 943 Sacred Desire (REX) Leverett, Mo PENDING 1992 2067
46002 948 Passafist (REX) Passafist 223834 1994 2069
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
46004 944 Inhabit (REX) Living Sacrifice PENDING 1994 2069
46007 916 Struggle (REX) Six Feet Deep PENDING 1994 2069
49002 912 Invisible Girl (REX) Miller, Julie PENDING 1994 2069
410282 919 Tickets For A Prayer Wheel (REX) Sixpence None The Richer 223851 1995 2070
511592 770 The Light Years Commissioned 171098 1995 2070
540038 779 Keep Love Alive Heaven Sent 172312 1992 2067
540076 776 Herman Harris & The Voices... Harris, Herman 170419 1993 2068
610002 765 The Vision Becomes Clearer Christianaires 169640 1993 2068
610024 783 Love Can Heal The World Madgett, John 189632 1994 2069
610034 769 Totally Committed Committed 175455 1993 2068
610254 808 A Salute To The Caravans Various 172306 1992 2067
610282 759 A Gift To You Angelic Voices Of Faith 152712 1993 2068
610294 809 Tribute To James Cleveland #2 Various 581577 1993 2068
610304 784 Everything Will Be Alright Malloy, Donald 170423 1993 2068
610314 789 Victory Miller, Douglas 169629 1993 2068
610322 800 It's In The Praise Rhone, Calvin Bernard 175645 1992 2067
610334 824 Standard Witness 169628 1993 2068
610742 761 Please Don't Leave Me Chicago Mass Choir 157821 1993 2068
610764 804 Born To Worship Smith, Esther 183457 1994 2069
610772 755 Allen & Allen Allen & Allen 183461 1994 2069
610812 793 Let's Magnify The Lord N C Mass Choir 184376 1994 2069
610822 786 New Life McFarland, Kim 198096 1994 2069
610832 780 I Shall Not Be Defeated L A Mass Choir PENDING 1994 2069
610862 821 Power Williams, Beau 200767 1994 2069
610892 853 Forever Dance Taylor, S. Alan 198070 1994 2069
610902 810 Gospel's Greatest Hits Various 193991 1994 2069
610922 801 Live...I'a A Winner Rhone, Calvin Bernard 198106 1994 2069
610932 791 Refreshing Moody Jr., Carlis 200738 1994 2069
610942 772 The Sun Will Shine Again Greater Emmanual Mass Choir 198075 1994 2069
610982 854 Steve Kolander Kolander, Steve 198194 1994 2069
611002 868 Heart Of The City Colby/Caruso 200735 1994 2069
611012 825 He Can Do The Impossible Witness 191200 1994 2069
611022 790 Live In Houston Miller, Douglas 200996 1995 2070
611032 862 Spirit Dancer Kapono, Henry 210564 1995 2070
611042 775 The Best Gets Better Hall, Danniebelle 210570 1995 2070
611052 811 Gentlemen Of Gospel, Vol 3 Various 200766 1994 2069
611062 812 Choirs En Masse Various 200768 1994 2069
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
611072 785 Hold On.. To The Promise Malloy, Donald 200757 1994 2069
611092 766 Reaching Out Christianaires 173325 1995 2070
611102 863 One Clear Voice Cetera, Peter 210180 1995 2070
611122 768 Miracles Clayton, Merry 201703 1994 2069
611132 792 Brothers & Sisters... Moore, James 29530 1981 2056
611222 762 I'm So Grateful Chicago Mass Choir 200684 1994 2069
611242 756 A-Blazing Grace Allen & Allen 211627 1995 2070
611252 813 Gospel's Greatest Hits, Vol 2 Various 209775 1995 2070
611272 773 Honor His Name Greater Emmanual Mass Choir 178794 1995 2070
611322 815 Gospel Jubilee Various PENDING 1994 2069
611332 760 Getting Ready Angelic Voices Of Faith 178810 1995 2070
611402 855 Life & Love & All The Stages Dunn, Holly 191245 1995 2070
611412 794 He's All That N C Mass Choir 210572 1995 2070
611422 857 After The Dance Reeves, Ronna 215829 1995 2070
611432 778 Hawkins Family Collection Hawkins, Walter 198398 1995 2070
611462 798 Keep Pressin' On Powell, Hubert 200946 1995 2070
611472 822 Best Of Williams, Beau 169506 1995 2070
611482 802 Yesterday, Today, Forever Rhone, Calvin Bernard 213732 1995 2070
611492 817 Essential Blues Various 210088 1995 2070
611502 757 Christmas Like Never Before Allen & Allen 213748 1995 2070
611512 787 Amazing McFarland, Kim 220127 1996 2071
611562 771 The Light Years Crouch, Andrae 213750 1995 2070
611572 823 Light Years Winans 213730 1995 2070
611582 777 The Light Years Hawkins, Walter 213731 1995 2070
611602 796 God Is Able Nu City Mass Choir 217906 1996 2071
611612 781 Unconditional Love L A Mass Choir 215218 1995 2070
611622 858 Starting Now Crosby, Rob 170928 1995 2070
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
611652 763 Best Of Chicago Mass Choir 221616 1995 2070
611722 859 Heartbreak Town Azar, Steve 223687 1996 2071
611762 764 Hold On, Don't Give Up Chicago Mass Choir 219976 1996 2071
611772 816 Gospel Jubilee, Vol 2 Various 225804 1996 2071
611792 819 Essential Gospel Various 218044 1996 2071
611832 818 Essential Blues, Vol 2 Various 188413 1996 2071
611852 826 A Song In The Night Witness 219977 1996 2071
611932 867 Essential Southern Rock Various PENDING 1997 2072
611952 758 Come Sunday Allen & Allen 188628 1996 2071
611982 866 Lost In Reality Player PENDING 1996 2071
612032 820 Growing Up Walt Whitman 220125 1996 2071
612042 876 Pieces Of A Puzzle Kolander, Steve 188595 1996 2071
612052 860 Stars & Stripes Beach Boys 218063 1996 2071
612062 788 Choice To Rejoice Michael Brooks & Nation 220123 1996 2071
612072 877 The Girl Next Door Bernard, Crystal 227955 1996 2071
612082 803 Joy Will Come Rhone, Calvin Bernard 224720 1996 2071
612092 795 Great Things N C Mass Choir 188794 1997 2072
612112 782 Best Of L A Mass Choir 226528 1996 2071
612122 856 Leave One Bridge Standing Dunn, Holly 238652 1997 2072
612132 767 Saints Hold On Christianaires 205625 1997 2072
612152 805 A Silver Lining Totally Committed 220230 1996 2071
612402 875 Let's Go To Church National Baptist Convention 205611 1997 2072
612502 864 A Collection Cetera, Peter 238598 1997 2072
612512 984 Songs Of Janis Joplin, Blues Down Deep Various 236166 1997 2072
612572 968 Essential Women In Blues Various 201356 1997 2072
612582 915 Road Less Traveled (REX) Six Feet Deep 224719 1996 2071
612612 1001 You Have My Heart Trent, Tammy 205622 1997 2072
612642 996 Essential Smokey Blues Various 232906 1997 2072
612652 995 Essential Roadhouse Blues Various 220439 1997 2072
612672 889 You Love Me Chicago Mass Choir 363622 1997 2072
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
612732 998 Live At House Of Blues Chicago Blues Brothers & Friends 240309 1997 2072
612762 1023 Cover Me Candi Staton 241019 1997 2072
612772 1040 Give It Up Williams. B. Chase PENDING 1997 2072
612782 1043 According To James Hall, Ch. 3 Hall, James PENDING 1997 2072
612792 1045 Live In Detroit Winans, Vickie 244193 1997 2072
612802 1020 Essential Chicago Blues Various 236165 1997 2072
612852 1048 Heaven Bronx Mass Choir 243028 1997 2072
612862 1029 Essential Texas Blues Various 240310 1997 2072
612952 986 Tribute To Jim Croce Various 240341 1997 2072
613002 1030 Essential Harmonica Blues Various 242987 1997 2072
613012 1032 Essential Guitar Blues Various 240735 1997 2072
613022 1038 House Of Praise Michael Brooks & Nation 246291 1997 2072
613032 1042 A New Vision Imani Project 188880 1997 2072
613112 1037 Holdin' On Blind Boys of Alabama 240733 1997 2072
613122 1033 He Leadeth Me Houston, Cissy 240080 1997 2072
613132 1031 Essential Piano Blues Various 240111 1997 2072
613152 1024 Paint It Blue - Songs of the Rolling Stones Various 243521 1997 2072
613182 1044 Heart Of A Love Song Becton, William 242989 1997 2072
613202 1052 Back To The Drawing Board LA Mass Choir PENDING 1998 2073
630182 1054 You're The Inspiration (Single) Cetera, Peter w/ Az Yet PENDING 1997 2072
645092 1005 Joyful Noise, Vol. 1 Various PENDING 1997 2072
645242 1007 Glad Radio Anthology Glad PENDING 1997 2072
650842 841 Debby Lytton Lloyd Lloyd, Debby Lytton 207236 1995 2070
651162 830 Captured In Time Glad 43203 1982 2057
651172 831 Champion Of Love Glad CR returned
to Glad 1985 2060
651182 832 No Less Than All Glad 62609 1983 2058
651192 833 Live At The Kennedy Center Glad 59362 1984 2059
651202 834 Who Do You Love? Glad CR returned
to Glad 1987 2062
651262 835 Color Outside The Lines Glad 200935 1995 2070
651442 840 Ron Larson Larson, Ron 213733 1995 2070
651522 843 Light Years Sweet Comfort Band 213754 1995 2070
651532 842 Light Years Resurrection Band 171106 1995 2070
651542 827 Light Years Allies 197892 1995 2070
651552 829 Light Years Duncan, Bryan 213865 1995 2070
651662 836 A Cappella Gershwin Glad 169516 1995 2070
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
651802 837 The A Capella Project 3 Glad 188621 1996 2071
651812 849 Live Gospel Experience, Vol 1 Various 217650 1996 2071
651822 850 Live Gospel Experience, Vol 2 Various 217641 1996 2071
651842 828 Classic Carmichael Carmichael, Ralph 223542 1996 2071
651862 851 Live Gospel Experience, Vol 3 Various 232653 1996 2071
651872 852 Live Gospel Experience, Vol 4 Various 232652 1996 2071
651902 844 Hour Of Classic Hymns Various 188416 1996 2071
651912 845 Hour Of Gospel Hymns Various 222946 1996 2071
651962 846 Hour Of A Cappella Hymns Various 226448 1996 2071
651972 847 Hour Of Old Fashioned Hymns Various 226449 1996 2071
652102 848 Hour Of Christmas Hymns Various 224968 1996 2071
652412 888 Flytrap Whitecross 230023 1996 2071
652422 981 Starball Contribution (Flying) Various 205612 1997 2072
652432 974 Lovelife ep (Flying Tart) Julies 227204 1996 2071
652442 973 Pride Kills (Flying Tart) Left Out 188660 1996 2071
652452 982 Christmas In Heaven (Flying) Various 230024 1996 2071
652482 1002 Rock Music With Singing Duraluxe 246305 1997 2072
652532 1000 In The Year King Uzziah (Flying One 21 PENDING 1997 2072
652542 976 Digitalis (Flying Tart) Situation Taboo PENDING 1997 2072
652632 896 Now That We Have Your Attention Rocketboy 246298 1997 2072
652702 960 More Than You'll Ever Know Page, Lisa 188825 1997 2072
690043 869 Matters Of The Heart (Video) Commissioned PENDING 1994 2069
690083 871 Gospel's Greatest Hits (Video) Various PA699349 1994 2069
690093 872 Live In Houston (Video) Miller, Douglas PENDING 1995 2070
690103 873 Live In Florida (Video) Allen & Allen PA764330 1995 2070
690113 874 Essential Gospel (Video) Various PA803925 1996 2071
870032 987 I Brought Him With Me (HOB) Blind Boys of Alabama 345171 1996 2071
870042 988 Way Past Blue (HOB) Ripp, Jimmy 344943 1996 2071
870052 989 Left Hand Brand (HOB) Gales Brothers 344956 1996 2071
870062 990 Against The Wall (HOB) Mooney, John 344954 1996 2071
870072 991 Face To Face (HOB) Houston, Cissy 344944 1996 2071
870082 992 Hot Biscuits (HOB) Various 224997 1996 2071
870092 993 King Dollar (HOB) Black, Paul 344955 1996 2071
708924 588 Totally Committed Smith, Howard 86617 1985 2060
708967 597 Little Foxes Barnabas 82219 1986 2061
708991 706 Grateful for Your Love King James Version 86615 1986 2061
709068 614 This Town Fraizer, Rob 71690 1986 2061
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
709122 616 Holy Rollin' Duncan, Bryan 78801 1986 2061
709157 617 Virtues Allies 82220 1986 2061
709440 619 I Must Go On Miller, Shirley 82223 1986 2061
710023 621 Treasury Hawkins, Tramaine COMPILATION 1986 2061
710740 742 Autograph Crouch, Andrae COMPILATION 1986 2061
711097 701 Look Up And Live NJ Mass Choir 98682 1986 2061
711488 709 Go Tell Somebody Commissioned 82221 1986 2061
712379 741 Love Alive Reunion Hawkins, Walter COMPILATION 1987 2062
730016 704 Be Encouraged Winans, Vickie 83955 1987 2062
730024 613 Scrimshaw DiGesare, Nathan 90201 1987 2062
730032 708 This Joy New King James Version 91354 1987 2062
730059 710 On The Winning Side Commissioned 92349 1988 2063
730067 705 Amazing Kingdom 90966 1987 2062
730083 740 Ladies of Gospel Various COMPILATION 1987 2062
730091 739 Now and Then Duncan, Bryan COMPILATION 1987 2062
730113 711 Hold Up The Light NJ Mass Choir 91351 1988 2063
730121 716 All Time Gospel Classic 1 Voices of Light 92873 1988 2063
730148 724 Back To The Cross Williams, Melvin 93698 1988 2063
730164 716 All Time Gospel Classic 2 Voices of Light 109334 1989 2064
730172 737 Live! Give Him The Glory L A Mass Choir 100401 1988 2063
730180 700 I'll Be With You Coley, Daryl 129997 1988 2063
730199 702 Will You Be Ready Commissioned 122212 1988 2063
730202 703 Total Victory Winans, Vickie 105823 1989 2064
730210 707 Wonderful Williams, Beau 103323 1989 2064
730237 725 Hero's NJ Mass Choir 110654 1989 2064
730261 736 Ordinary Just Won't Do Commissioned 116714 1989 2064
730288 713 Can't Hold Back L A Mass Choir 112224 1989 2064
730296 715 Worth The Wait Futrel 115442 1989 2064
730318 726 Higher Williams, Beau 130036 1990 2065
730326 714 Gentlemen of Gospel Various COMPILATION 1990 2065
730342 717 Heaven Sent Heaven Sent 120177 1990 2065
730350 718 As One As One 142939 1991 2066
730377 745 Parkes Stewart, Parkes 135636 1991 2066
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
730407 722 Best of New Jersey Mass NJ Mass Choir COMPILATION 1991 2066
730423 723 The Vision Howard, Pattie 135636 1991 2066
730431 729 Together Kurt Carr Singers 134679 1991 2066
730458 727 From The Inside Out Strickling-Jones, Arvis 126305 1990 2065
730466 728 The Only Hope Viale, Gene 127190 1991 2066
730482 730 Right Now "If You Believe" Chicago Mass Choir 135634 1991 2066
730555 733 Come As You Are L A Mass Choir 146355 1992 2067
730563 735 A Collection Commissioned COMPILATION 1991 2066
730571 738 Best Of Vickie Winans Winans, Vickie COMPILATION 1991 2066
730598 744 Gentlemen Of Gospel, Vol 2 Various COMPILATION 1991 2066
730601 743 The Classics Crouch, Andrae COMPILATION 1991 2066
730628 743 We Sing Praises Crouch, Andrae COMPILATION 1991 2066
730636 743 The Contemporary Man Crouch, Andrae COMPILATION 1991 2066
730652 746 Live! In Atlanta Nero-Butler, Wanda 135638 1991 2066
730687 749 Back Home Where You Belong Strickling-Jones, Arvis 141206 1991 2066
730733 748 Call Him Up Chicago Mass Choir 141210 1992 2067
730768 754 He That Believeth Chicago Mass Choir 149523 1992 2067
730776 750 This Is Gospel War On Sin 142936 1992 2067
730806 753 Love Williams, Beau 146501 1992 2067
730830 752 Sing In The Spirit N C Mass Choir 147559 1992 2067
LS5500 7 The Searching Generation Nachtagall, Rosemary N/A 1967 2042
LS5501 754G I Know Who Holds Tomorrow Ehret, Bob N/A 1968 2043
LS5502 754H ORU Choir-The Collegians ORU Choir N/A 1968 2043
LS5503 ORU Choir-The Collegians ORU Choir N/A 1968 2043
LS5504 0 Take The Message Everywhere Crouch, Andrae N/A 1968 2043
LS5507 21 My Father's Favorite Songs Roberts, Richard N/A 1968 2043
LS5510 20 I Looked For Love Carmichael, R/Young People N/A 1968 2043
LS5511 123 Songs My Father Taught Me Carmichael, Carol N/A 1970 2045
LS5513 A Quiet Place Shepherd, Bob&Blue Meadow N/A 1968 2043
LS5514 28 Sunday w/ the King Family King Family N/A 1970 2045
LS5518 Songs To Live By World Action Singers N/A 1969 2044
LS5520 Oral Roberts Presents/ World Action Singers N/A 1969 2044
LS5522 129 Something Good Is Going Roberts, Richard & Patti N/A 1969 2044
LS5524 114 Piano 1 Remember, Vol. 2 Carmichael, Ralph N/A 1970 2045
LS5525 118 Walkin' In God's Country Swordesmen N/A 1969 2044
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LS5529 120 Ravenscroft Ravenscroft, Thurl N/A 1969 2044
LS5532 100 His Land Richard, Cliff N/A 1969 2044
LS5535 257 On A Rugged Hill Owens, Jimmy * 1973 2048
LS5538 124 A New Way Of Living Dalton, Larry N/A 1969 2044
LS5540 122 Searching Questions Roberts, Richard N/A 1969 2044
LS5541 130 Electric Symphony Gassman, Clark N/A 1970 2045
LS5542 116 Sometimes I Just Feel It This Way Carmichael, Ralph N/A 1970 2045
LS5544 Love Is Surrender Fischer, Clare N/A 1970 2045
LS5545 25 Right Now Cole, Bill N/A 1970 2045
LS5546 138 Keep On Singin'/Misc. Masters Crouch, Andrae N/A 1971 2046
LS5549 Old Gems-New Settings World Action Singers N/A 1969 2044
LS5550 143 The Cross & Switchblade Carmichael, Ralph N/A 1970 2045
LS5551 146 A New Day Certain Sound N/A 1970 2045
LS5554 208 All My Life Crisswell Jackson, Ann N438 1971 2046
LS5555 157 My Little World Carmichael, Ralph N/A 1970 2045
LS5559 147 Edge of Drifting Spradlin/Stanley N/A 1970 2045
LS5563 167 Love Is... World Action Singers N/A 1970 2045
LS5564 172 Family Valley, Jim N/A 1971 2046
LS5567 170 Ralph Carmichael Brass Choir Carmichael, Ralph N/A 1971 2046
LS5568 176 Let's Build a Bridge Dalton, Larry N/A 1971 2046
LS5569 180 Amazing Grace Roberts, Richard & Patti N/A 1971 2046
LS5570 197 Jimmy Owens Conducts Owens, Jimmy N/A 1971 2046
LS5573 182 The Sure Foundation Johnson, Paul N/A 1971 2046
LS5575 193 ORU Hawaii Roberts, Oral N/A 1971 2046
LS5578 214 A Quiet Place Roberts, Richard & Patti N/A 1972 2047
LS5579 213 Oh Great God Roberts, Richard N/A 1972 2047
LS5580 198 Carol Carmichael Songbook Carmichael, Carol N/A 1971 2046
LS5581 201 Soulfully Crouch, Andrae N1594 1972 2047
LS5587 205 Sue Raney's People Tree Raney, Sue N/A 1972 2047
LS5591 211 Reaching Out James, Homes N/A 1971 2046
LS5593 210 Back Home Price, Flo N/A 1971 2046
LS5594 212 Hymns at Sunset Carmichael, Ralph N/A 1971 2046
LS5595 258 Treasures in Heaven Blanchard, Richard * 1973 2048
LS5596 137 Tell It Like It Is Fischer, Clare N/A 1970 2045
LS5598 215 Just Andrae Crouch, Andrae N2537 1972 2047
LS5599 Sunday A.M. Carmichael, Ralph N/A 1972 2047
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LS5601 221 The Living Sound Dalton, Larry N474 1972 2047
LS5602 225 Live At Carnegie Hall Crouch, Andrae N5852 1973 2048
LS5603 223 OR Country Roads World Action Singers COMPILATION 1972 2047
LS5605 228 Sunshine Day Mc Creary N/A 1972 2047
LS5607 234 Moving With The Brooks The Brooks N/A 1972 2047
LS5609 242 Patti Roberts, Patti N/A 1972 2047
LS5610 213 It's Our World Roberts, Richard N/A 1972 2047
LS5611 241 Mini Musicals World Action Singers N/A 1972 2047
LS5612 245 Sonlight Sonlight N/A 1972 2047
LS5613 244 Christmas w/ Richard&Patti Roberts, Richard & Patti N3256 1972 2047
LS5622 260 Tell The World Owens, Jimmy * 1973 2048
LS5623 262 Vision Vision * 1973 2048
LS5628 266 The Church is Singing Again World Action Singers * 1974 2049
LS5634 281 Sounds Of Peace Sounds of Peace N10215 1973 2048
LS5637 286 Take Me Back Crouch, Andrae * 1975 2050
LS5641 290 The Sixth Day Sixth Day * 1974 2049
LS5642 291 It's About Time Johnson, Paul N/A 1972 2047
LS5646 300 Growing Together Good News Circle * 1974 2049
LS5650 362 R C Nashville Style Spurr, Thurlow * 1976 2051
LS5652 309 Sing Around The World Dalton, Larry * 1974 2049
LS5656 318 The Church's 1 Foundation Mann, Johnnie * 1974 2049
LS5660 324 We're His Church Master Design * 1974 2049
LS5662 326 Thank You Lord Burgess, Dan * 1974 2049
LS5663 329 New Song in the Morning Monk, Doug * 1974 2049
LS5665 330 Think About Livin' Sixth Day * 1975 2050
LS5670 337 A Simple Song of Love Sonshine Circle * 1975 2050
LS5671 339 Doug Lawrence Lawrence, Doug * 1975 2050
LS5672 340 Double Vision Roberts, Richard * 1975 2050
LS5673 342 Richard & Patti Roberts, Richard & Patti N25680 1975 2050
LS5674 343 The Savior Is Waiting Carmichael, Ralph * D
LS5677 352 Old RC Quartet Ty Brothers * 1976 2051
LS5678 346 Best of Andrae Crouch Crouch, Andrae * 1975 2050
LS5680 350 R C & The Family of Light Carmichael, Ralph N32019 1975 2050
LS5682 374 The Greyhound 4 Freedoms Mann, Johnnie * 1975 2050
LS5683 359 This Is Another Day Crouch, Andrae N36899 1976 2051
LS5686 364 Love Alive Hawkins, Walter * 1975 2050
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LS5687 363 Thank Heaven For Love Archer, Gary & Sharon * 1975 2050
LS5689 365 Kolenda Family Kolenda Family * 1976 2051
LS5690 366 Where The Spirit of the Roberts, Richard & Patti N29319 1975 2050
LS5691 367 Outer Space/Inner Space Irwin/Mann N32871 1976 2051
LS5692 368 God's Quiet Love Mann, Lynn * 1976 2051
LS5695 373 Jana Wacker, Jana * 1976 2051
LS5697 371 Great Praise Meeting Dalton, Larry * 1976 2051
LS5698 379 Christmas Joys Carmichael, Ralph N37580 1976 2051
LS5699 375 Majesty & Glory Continentals * 1976 2051
LS5701 361 We Are His People Good News Circle * 1976 2051
LS5703 381 The New Has Come Messenger * 1976 2051
LS5705 383 Jesus Christ Is The Way Hawkins, Walter N40714 1977 2052
LS5706 384 Bowl Souvenir Album Various COMPILATION 1976 2051
LS5712 391 Never Felt So Free Children of the Day * 1977 2052
LS5713 392 Come To The Waters Children of the Day * 1974 2049
LS5714 393 With All Our Love Children of the Day * 1973 2048
LS5715 394 Where Else Would I Go Children of the Day * 1975 2050
LS5716 395 Christmas Children of the Day C34822 1975 2050
LS5717 396 Live in London Crouch, Andrae S377 1978 2053
LS5726 405 Portrait Carmichael, Ralph * 1977 2052
LS5730 410 Songs You'll Want To Sing Burgess, Dan * 1977 2052
LS5731 409 Circles Of Praise Good News Circle/Sunshine N45072 1977 2052
LS5732 414 Keep Singing That Love So Chere, Tami N47492 1977 2052
LS5735 428 Love Alive 11 Hawkins, Walter * 1978 2053
LS5738 419 Bringin' The Message Messenger 2566 1978 2053
LS5741 422 Brass, String and Ivory Dalton, Larry 2280 1978 2053
LS5744 426 Revive Us Again Revivaltime Choir * 1978 2053
LS5745 427 Grass Roots Music Zion Mountain Folk 4009 1978 2053
LS5748 429 Johnny Mann arr. Andrae Mann, Johnnie * 1978 2053
LS5749 432 Jesus Makes Me Happy Wacker, Jana 8665 1978 2053
LS5750 434 Celebrate His Love Burgess, Dan * 1978 2053
LS5751 435 Breakin' The Ice Sweet Comfort Band 6442 1978 2053
LS5753 436 I Love You With the Love Gilbert, Jim 5000 1978 2053
LS5754 438 He's Everything To Me Chere, Tami 7140 1979 2054
LS5758 443 Portrait Of Love Byron, Jon 12078 1979 2054
LS5759 444 Butterfly Children of the Day 9028 1979 2054
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LS5760 474 Tramaine Hawkins, Tramaine 20924 1979 2054
LS5762 451 Hold On Tight Sweet Comfort Band 14432 1979 2054
LS5763 459 I'll Be Thinking Of You Crouch, Andrae 14431 1979 2054
LS5764 452 Look By Faith Ugartechea, Becky 15269 1979 2054
LS5765 453 Kristle Murden Murden-Edwards, Kristle 21402 1980 2055
LS5766 454 White As Snow Felix, James 24215 1980 2055
LS5770 461 The Hawkins Family Hawkins, Walter 25482 1980 2055
LS5774 465 Fill My Life Burgess, Dan * 1980 2055
LS5777 468 Confessions Rambo, Reba 23407 1980 2055
LS5781 473 Daniel Hawkins, Daniel 25526 1980 2055
LS5782 475 Rebel To The Wrong Agajanian, Dennis 28144 1981 2056
LS5783 476 Colours Resurrection Band 23568 1980 2055
LS5784 477 Finally Crouch, Andrae * 1982 2057
LS5785 478 Gospel Gold, Vol. 1 Various 28664 1980 2055
LS5789 485 I Feel Like Singing Hawkins, Walter 35564 1982 2057
LS5791 487 Beyond Words Allreds * 1981 2056
LS5792 488 Introducing the Winans Winans 28672 1981 2056
LS5794 490 Hearts of Fire Sweet Comfort Band 29175 1981 2056
LS5795 491 More of the Best Crouch, Andrae 28586 1981 2056
LS5798 494 The Best/Ralph Carmichael Carmichael, Ralph COMPILATION 1981 2056
LS5799 495 Lady Live Rambo, Reba 34492 1982 2057
LS5800 497 The Number of the Lord Jubilant Sykes 31880 1981 2056
LS5803 499 Mommy Don't Love Daddy Resurrection Band 31340 1981 2056
LS5807 504 Cutting Edge Sweet Comfort Band 42974 1982 2057
LS5814 513 It's Christmas De Azevedo, Lex * 1982 2057
LS5816 515 D.M.Z. Resurrection Band 866 1982 2057
LS5817 517 Together World Vision 188 1982 2057
LS5818 518 Son/Thunder,Daughter/Lite Rambo, Buck & Dottie * 1983 2058
LS5821 521 Determined Hawkins, Tramaine 50383 1983 2058
LS5825 526 We Sing Praises Crouch, Sandra 46737 1983 2058
LS5826 527 Long Time Comin' Winans 51748 1983 2058
LS5829 532 Approaching Light Speed Barnabas 50217 1983 2058
LS5831 534 Perfect Timing Sweet Comfort Band 59954 1984 2059
LS5834 537 Best Of Walter Hawkins Hawkins, Walter COMPILATION 1984 2059
LS5838 541 Best Of Resurrection Band COMPILATION 1984 2059
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LS5843 546 Face To Face Smith, Scott 57348 1984 2059
LS5853 559 Tomorrow Winans 62607 1984 2059
LS5855 560 We're Waiting On You Crouch, Sandra 68773 1985 2060
LS5856 574 Prime Time Sweet Comfort Band COMPILATION 1985 2060
LS5857 567 Love Alive 111 Hawkins, Walter * 1984 2059
LS5858 557 Christmas Spirit Carmichael, Ralph 58858 1984 2059
LS5859 566 Cut It Away Fraizer, Rob 59953 1984 2059
LS5860 565 Feel The Fire Barnabas 67351 1984 2059
LS5864 569 The Allies Allies 65778 1985 2060
LS5867 573 Dreams, Tales & Lullabyes Edwards, Dave * 1985 2060
LS5871 579 Have Yourself Committed Duncan, Bryan * 1985 2060
LS5872 580 Another Time Jones, Bobby 67604 1985 2060
LS5875 583 Serenity Various COMPILATION 1985 2060
LS5876 584 Unspeakable Joy Miller, Douglas 67756 1985 2060
LS5881 589 Hot Fudge Sunday Various COMPILATION 1985 2060
LS5894 602 Yesterday, Today/Tomorrow Winans COMPILATION 1985 2060
LS5902 611 A Gift For All Seasons Various COMPILATION 1985 2060
LS7501 754A Infinity Infinity * 1981 2056
LS7502 754B The Gift Of God New Bethel Mass Choir * 1981 2056
1022 Untitled Adam Again NOT RELEASED
1345 1066 Partly Plugged Atlanta Rhythm Section PENDING 1998 2073
1201 887 No Love Lost Baker, Sam NOT RELEASED 2001
1061 Untitled Bernard, Crystal BEING RECORDED
1018 Untitled Bernard, Jerry BEING RECORDED
5210 967 Emmanual Carmichael, Ralph 225968 1996 2071
1353 1017 Terri Carroll Album Carroll, Terri PENDING 1998 2073
1070 Untitled Celebration Choir
(Lunar Eclipse)
1381 1051 Keep Your Mind On Jesus Chicago Mass Choir PENDING RELEASE
903 Brainchild (REX) Circle of Dust PENDING 1992 2067
1068 Untitled Colorblind (Fresh Wine) PENDING RELEASE
1036 Untitled Duraluxe NOT RELEASED
57001/2 886 Stand For Something Garmon, Terry 198-753 1995 2070
1348 1059 Live In '97 - Thirty Years
In The Spirit GMWA Mass Choir PENDING 1997 2072
962 Age Of..(REX) Haven PENDING 1989 2064
963 Your Dying.. (REX) Haven PENDING 1990 2065
1288 1063 I'm Still Here Highway QC's PENDING 1998 2073
977 Misc. masters (Flying Tart) Huntingtons PENDING 1997 2072
5288 1014 Fun and Games Huntingtons NOT RELEASED
1047 Untitled Institutional Mass Choir PENDING RELEASE
1056 Untitled Jerard BEING RECORDED
1073 A Celebration of Life (Lease) Denver, John RELEASED
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1393 1035 Serve Self Left Out PENDING RELEASE
942 For The Benefit Of Desire (REX) Leverett, Mo PENDING 1991 2066
945 Living Sacrifice (REX) Living Sacrifice PENDING 1992 2067
946 Nonexistent (REX) Living Sacrifice PENDING 1991 2066
879 Untitled Love, Salvation & Devotion PENDING RELEASE
1321 1025 Oasis Collection, Vol 1 Mandeville, John 248945 1998
1322 1026 Oasis Collection, Vol 2 Mandeville, John 248928 1998
1027 Oasis Collection, Vol 3 Mandeville, John PENDING RELEASE
1028 Oasis Collection, Vol 4 Mandeville, John PENDING RELEASE
913 Nina and Out Of Egypt (REX) Nina PENDING 1994 2069
1069 Untitled Oney, Tai (Fresh Wine) BEING RECORDED
1294 1049 When We Get Over There Palmer, Toby PENDING 1997 2072
1019 Untitled Phantasmic PENDING RELEASE
1053 Untitled Praise II Choir PENDING RELEASE
914 No Sign Of Intelligent Life (REX) Rocketboy PENDING 1997 2072
965 Testimony (REX) Sacrament PENDING 1988 2063
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
966 Haunts of..(REX) Sacrament PENDING 1989 2064
1050 Happy Hour Salt Of The Earth PENDING 1998 2073
1023 Untitled Video Staton, Candi NOT RELEASED
5246 957 Hour of Instrumental Hymns, #1 Strayer, Pete PENDING 1996 2071
5247 958 Hour of Instrumental Hymns, #2 Strayer, Pete PENDING 1996 2071
1057 Untitled Ted And Sheri BEING RECORDED
5215 1072 A Silver Lining Totally Committed 220230 1996 2071
922 Tammy Trent (REX) Trent, Tammy PENDING 1995 2070
1062 Untitled Turrentine - Agee, Evelyn NOT RELEASED
952 Demolition 2 (REX) Various
954 Metamorphosis (REX) Various PENDING 1993 2068
5252 1021 Today's Gospel Sampler Various PENDING 1996 2071
61341 1039 Double Crossing Blues Various PENDING 1998 2073
1340 1041 Defiance Blues Various 251672 1998 2073
1065 Gospel's Greatest Hits, Vol 3 Various 240731 1997 2072
1067 Living Blues Various PENDING RELEASE
1058 Untitled Young Artists For Christ BEING RECORDED
1076
1077
1078
1079
1080
1081
53001/2 Shine On Mehler/Nash 198812 1994 2069
52001/2 In Pursuit Chase 202895 1994 2069
54001/2 Eclipse Idle Cure 198474 1994 2069
56001/2 No Love Lost Sam Baker
53301/2 1034 Disengage Circle of Dust 251488 1998 2073
1361 The Trouble With Angels Juice Newton 249803 1998 2073
1319 I'd Rather Have Jesus DFW Mass Choir 249770 1998 2073
57001/2 Stand For Something Terry Garmon 198753 1994 2069
14161384/2 Always Never The Same Kansas PENDING 1998 2073
3596 All The Things You Are Peter Nero 248936 1998 2073
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1352 1060 I Can't Complain Phoebe Snow 248946 1998 2073
1388 Barbecue Blues Various 1998 2073
1394 Joyful Noise Various 1998 2073
1395 Through the Fire Various 1998 2073
1396 Peace Be Still Various 1998 2073
1397 Fill My Cup Various 1998
1386 House Rent Party Various 1998 2073
1404 Born To Play The Blues Larry McCray 1998 2073
1406 The Best of Candi Staton Candi Staton 1998 2073
1391 Love Is An Action Word Witness 1998 2073
1402 Live From New York James Hall & Worship
and Praise 1998 2073
1399 Deja Blue Angela Strehli 1998 2073
61368 Beside Still Waters Various 250199 1998 2073
61370 Joy In The Morning Various 250512 1998 2073
61371 Looking Up Various 250163 1998 2073
69010 Live In Detroit Video Vickie Winans PENDING 1998 2073
1364 1074 Welcome to Our World JGB 251487 1998 2073
1334 1064 36-22-36 Jim Belushi & The
Sacred Hearts 251471 1998 2073
1359 One More Encore Whitecross 251472 1998 2073
1343 Any Place I'm Going Various PENDING 1998 2073
1193 Essential Southern Rock Various PENDING 1998 2073
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
N/A - Prior to 1973 the Copyright Office did not accept Form SR
* - File is in Nashville and unable to recover (copies will be
obtained from Copyright Office)
<PAGE>
EXHIBIT B(ii)
SCHEDULE 10.14
INTERSOUND MASTERS
------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
REV. LICENSE
SELECTION PRJ# TITLE ARTIST SR # SR DATE DATE REV. DATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
475 Phntm of the Opera & Other Brdwy Hits Florida Pops/Cacavas 244630 1997 2072
522 Anything But Lonely Peter Nero 244631 1997 2072
3591 Klezmer's Greatest Hits Michele Gingras & The Cincinnati Klezmer 250067 1998 2073
Proj
3598 Broadway's Greatest Hits Vol. II Orchestra of the Americas PENDING 1998 2073
3599 Hollywood's Greatest Hits Vol. II Bill Broughton PENDING 1998 2073
3621 Symphonies: The Greatest Hits Various PENDING 1998 2073
3660 Concert Gold: Stars & Stripes Various 244629 1997 2072
3701 Seasons A Journey Cyberlin 250057 1998 2073
6223 On My Own Peter Nero 244631 1997 2072
6225 Phantom! and Other Broadway Ballads Florida Pops/Cacavas 244630 1997 2072
8159 Power Dance Various PENDING 1998 2073
8161 Best of Kram/Thee Underground Kingdom Various PENDING 1998 2073
9237 Oh Happy Day Reunion Edwin Hawkins 220550 1997 2072
9331 Hot Country Hits Vol. #1 Various 249984 1998 2073
9332 Hot Country Hits Vol. #2 Various 250528 1998 2073
9333 T.G. Sheppard Live T.G. Sheppard 250513 1998 2073
9526 Booty Mix '98 Various PENDING 1998 2073
9530 Elektronika II Various PENDING 1998 2073
65272 The Only One (EP) The Huntingtons PENDING 1998 2073
65286 Fun and Games The Huntingtons PENDING 1998 2073
92962 Here to Stay Jo El Sonnier 250507 1998 2073
192741 Trip on X-Trip Theory Trip Theory PENDING 1998 2073
192751 The Hit List-PG Version Various PENDING 1998 2073
192851 The Hit List-R Version Various PENDING 1998 2073
195101 Booty Mix 2 - The Next Bounce Various PENDING 1998 2073
195171 Bootleg Booty Various PENDING 1998 2073
195201 Flavors of Jazz Various PENDING 1998 2073
195231 Nasty Various PENDING 1998 2073
3596 All The Things You Are Peter Nero PENDING 1998 2073
9513 Total Ritmo Various PENDING 1998 2073
3704 In Black and White Gary Smart, Piano PENDING 1998 2073
9526 Booty Mix 3 Various 249866 1998 2073
9298 Lynn Anderson Latest and Greatest Lynn Anderson PENDING 1998 2073
3621 Symphonies, The Greatest Hits Various PENDING 1998 2073
3622 Piano, The Greatest Hits Various PENDING 1998 2073
9297 Tim Briggs Tim Briggs 249874 1998 2073
3587 Broadway's Greatest Hits Vol. I Various 249865 1998 2073 1
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
REV. LICENSE
SELECTION PRJ# TITLE ARTIST SR # SR DATE DATE REV. DATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
3702 Echoes of Ella Fitzgerald Gary Motley 249873 1998 2073
3598 Broadway's Greatest Hits Vol. II Various 249906 1998 2073
3599 Hollywood's Greatest Hits Vol. II Bill Broughton/Orchestra of the Americas 249872 1998 2073
9531 Elektronika Vol. II Various PENDING 1998 2073
9612 The Reggae Cowboys Bellamy Brothers PENDING 1998 2073
8916 The Music of Oktoberfest Various PENDING 1998 2073
8915 The Music of South America Various PENDING 1998 2073
4625 The Best of Al Jolson Al Jolson PENDING 1998 2073
3705 The Greatest Hits of Al Jolson John Arpin PENDING 1998 2073
3707 George Gershwin Plays His Greatest Hits George Gershwin PENDING 1998 2073
4624 The Best of Louis Armstrong Louis Armstrong PENDING 1998 2073
4623 Music from TITANIC The American Film Orchestra PENDING 1998 2073
4627 The Best of Harry James Harry James PENDING 1998 2073
4626 The Best of Benny Goodman Benny Goodman PENDING 1998 2073
8128 City Limits Mike City PENDING 1998 2073
9531 Ampibian Mariner PENDING 1998 2073
9299 Perpetual Emotion Earl Thomas Conley PENDING 1998 2073
3713 Romance At The Movies John Arpin PENDING 1998 2073
3714 L'Chaim Various PENDING 1998 2073
9519 Indigo Moods Various PENDING 1998 2073
3708 Fields of Honour Band of the Royal Regiment of PENDING 1998 2073
Canada/48th Hig
9338 Here We Go Again Dazz Band PENDING 1998 2073
9532 Retro Lunchbox:Flashback Flix Various PENDING 1998 2073
3519 My Final Vision Frank Pellico PENDING 1998 2073
9335 Now & Again: The Best of R. McDowell Ronnie McDowell PENDING 1998 2073
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
EXHIBIT B(ii)
Schedule 10.14
INTERSOUND MASTERS
U.S. COPYRIGHT SONG DATE OF REGIS.
REGIS. NO. TITLE
PA812-584 Anoint Me Lord 09/09/96
PA813-142 Burden Bearer 09/09/96
PA812-599 Be Encouraged 09/09/96
PA813-545 Cause My Jesus Did 09/10/96
PA811-807 Closer to You 09/11/96
PA812-939 God Will Make a Way 09/12/96
PA813-140 Holy Ghost Aside 09/09/96
PA812-591 Heaven 09/09/96
PA811-810 I Need Thee 09/10/96
PA812-596 In the Arms of Love 09/09/96
PA813-141 Just Because 09/10/96
PA812-590 Jesus Precious King 09/09/96
PA813-573 Let the Healing Begin 09/10/96
PA812-960 Message to Jesus 09/17/96
PA812-589 Message to Jesus - Reprise 09/09/96
PA812-598 No Turning Back 09/09/96
PA813-581 Oh! 09/09/96
PA813-139 Pick It Up 09/10/96
PA812-585 Rejoice 09/09/96
PA812-597 Still in Love with You 09/09/96
PA812-594 Sure Won't Forget 09/09/96
PA811-787 Since the Lord Changed My 09/13/96
Life
PA813-143 Trust in Jesus 09/10/96
PA813-572 'Til the End 09/10/96
PA812-595 'Til You Take the Pain Away 09/09/96
PA813-574 Til the End (Jazz Version) 09/10/96
PA812-583 Take a Trip 09/09/96
PA812-588 Unfailing God 09/09/96
PA813-580 What He's Done for Me 09/09/96
PA811-786 We Worship Christ 09/13/96
PA810-454 A Mother in Zion 08/26/96
PA810-452 Fill My Cup 08/26/96
PA810-473 I've Come All the Way 08/26/96
PA810-469 People Don't Do 08/26/96
<PAGE>
PA810-432 Stay Under the Blood 08/26/96
PA810-453 Saints in Praise 08/26/96
PENDING U.S. COPYRIGHT SONG
APPLICATION NO. TITLE FILING DATE
<PAGE>
EXHIBIT B(ii)
Schedule 10.14
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
101211 TCHAIKOVSKY-NUTCRACKER SUITE DELETE Owned 2065 World
101401 APPALACHIAN SPRING SHORT SYM DELETE Owned 2065 World
101531 BACH:OBOE CONC;RIFKIN 4/15/86 Owned 2065 World
101761 BEETHOVEN-PIANO CONCERTO NO.2 DELETE Owned 2065 World
101851 BACH,MAGNIFICAT IN D;BACH ENSB 1/15/85 Owned 2065 World
101951 MOZART:BASSOON CON:MILLER/MAR 5/15/86 Owned 2065 World
102111 'BACH MEETS BEATLES';BAYLESS 9/15/84 Owned 2060 World
102201 'XMAS AT THE POPS';ROCHESTER/K 8/15/85 Owned 2065 World
102241 'VIENESSE SOMMERFEST';MINN ORC 9/15/85 Owned 2065 World
102281 BEETHOVEN-VIOLIN CONCERTO-SILV DELETE Owned 2065 World
102331 MOZART-SYMPHONY NO.40 DELETE Owned 2065 World
102351 3 GUITARS 3 DELETE Owned 2065 World
102381 DOHNANYI-SERENADE DELETE Owned 2065 World
102391 DOHNANYI-SONATAS DELETE Owned 2065 World
102411 BARBER-VIOLIN CONCERTO DELETE Owned 2065 World
102431 GRIEG-SCHUMANN/RUSSELL SHERMAN DELETE Owned 2065 World
102461 CHOPIN,MAZURKAS,WALTZES/SERKIN 7/15/86 Owned 2065 World
102471 MOXART SONATAS-SERKIN DELETE Owned 2065 World
102481 C.P.E. BACH-SONATAS-LEONHARDT DELETE Owned 2065 World
102501 'SABRE DANCE':HOUSTON/COMMIS 4/15/86 Owned 2065 World
102511 TCHAIKOVSKY WALTES HOUSTON S.O DELETE Owned 2065 World
102591 BEETHOVEN PIANO CONTEROS 1&4 DELETE Owned 2065 World
102601 BEETHOVEN PIANO CONCERTOS 2&3 DELETE Owned 2065 World
102611 BEETHOVEN PIANO CONCERTO NO.5 DELETE Owned 2065 World
102621 DUKES OF DIXIELAND 10/15/85 Owned 2060 World
102631 'CELEBRATE AMERICA!';HOUSTON/C 2/15/86 Owned 2065 World
102641 'SYNCOPATED CLOCK':ROCHESTER/K 5/15/86 Owned 2065 World
102661 BRAHMS,PIANO CONCERTO#1/SERKIN 7/15/86 Owned 2065 World
102671 POMP ON PARADE-COMISSIONA DELETE Owned 2065 World
102681 VIOLIN ENCORES-SILVERSTEIN DELETE Owned 2065 World
102711 BRAHMS:VIOLIN CONCERTO;UTAH/SL 9/15/86 Owned 2065 World
102731 VIVALDI;BASSOON CONCERTO;MILLR 8/15/86 Owned 2065 World
102761 'TIES AND TAILS';ELLING/GERSH; 10/15/86 Owned 2065 World
102771 MOZART-SERKIN-SILVERSTEIN DELETE Owned 2065 World
102781 EPISODES-SUMMIT BRASS DELETE Owned 2065 World
102791 FESTIVAL OF BAROQUE DELETE Owned 2065 World
102801 'FILM TRACKS', PARA THEATRE OR 7/15/86 Owned 2065 World
102811 'UP AND AWAY';PARAMONT THEATRE 9/15/86 Owned 2060 World
102821 'PIPES OF CHRISTMAS';PARAMOUNT 5/15/86 Owned 2060 World
102831 HANDEL:MESSIAH HIGH;MARYLAND 5/15/86 Owned 2065 World
103111 CHOPIN:24 PRELUDES OP.28;SHERM 11/15/86 Owned 2065 World
103121 BRAZILIAN DANCES-LIMA DELETE Owned 2065 World
103151 DUELING ORGANS; LARSEN/CURLEY 8/15/87 Owned 2060 World
103161 TCHAIKOVSKY:VIOLIN CONCERTO/SL 8/15/87 Owned 2065 World
103181 ALL AMERICAN BRASS-SUMMIT BRAS DELETE Owned 2065 World
103191 HOLST-THE PLANETS-MATA DELETE Owned 2065 World
103201 SIBELIUS-SYMPHONY NO.2 DALLAS DELETE Owned 2065 World
103221 'UPTOWN-DOWNTOWN',KUNZEL:ROCHS 7/15/87 Owned 2065 World
103251 ROMAN FESTIVAL-PACIFIC S.O. DELETE Owned 2065 World
103311 BACH:GOLBERG VARIATIONS DELETE Owned 2065 World
103331 ARTISTRY OF ANDREW DAVIS 5/15/88 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
103361 BRAHMS:PINO CON#2;SERK/ALANTA 3/15/87 Owned 2065 World
103381 SWITCHED ON CLASSICS DELETE Owned 2065 World
103391 'GIVE MY REGARDS';PARAMOUNT/LA 2/15/87 Owned 2060 World
103401 CARNIVAL FOR BRASS-ST.LOUIS BS DELETE Owned 2065 World
103411 BAROQUE BRASS-ST. LOUIS BRASS DELETE Owned 2065 World
103421 GREAT MELODIES FROM THE CLASSI DELETE Owned 2065 World
103441 HERE COMES THE BRIDE-LYN LARSN DELETE Owned 2065 World
103451 DVORAK-SLOVIC DANCES DELETE Owned 2065 World
103461 'BACH ON ABBEY ROAD'-BAYLESS 8/15/87 Owned 2060 World
103471 AN ENGLISH CHRISTMAS DELETE Owned 2065 World
103481 'A CLASSIC CHRISTMAS',VARIOUS 6/15/87 Owned 2065 World
103501 'POP GO THE BEATLES';WAYLAND 10/15/87 Owned 2065 World
103511 'AMERICA SWINGS'HOUSTON/WAYLA 8/15/87 Owned 2065 World
103521 GERSHWIN:RHAPSODY IN BLUE;DENV 11/15/87 Owned 2065 World
103531 THE FINEST HOUR-CURLEY DELETE Owned 2065 World
103541 CARLO CURLEY AT ROYAL FESTIVAL DELETE Owned 2065 World
103581 SCHUBERT DANCES:SERKIN 6/15/87 Owned 2065 World
103591 'A NIGHT AT THE POPS';KUNZEL 10/15/87 Owned 2065 World
103601 'JOY OF CHRISTMAS',VARIOUS 6/15/87 Owned 2065 World
103611 BOLERO;DENVER SYMPHONY 9/15/87 Owned 2065 World
103621 BEETHOVEN PIANO SONATAS-SERKIN DELETE Owned 2065 World
103641 DANCE TO YOUR DADDY DELETE Owned 2065 World
103891 DVORAK:SILVERSTEIN DELETE Owned 2065 World
103911 MISTY:JOHN DANKWORTH DELETE Owned 2065 World
103931 SCHUMANN:SYM1#4/HOUSTON,COMISS 5/15/88 Owned 2065 World
103941 SCHUMANN:SYM2&3/HOUSTON,COMISS 5/15/88 Owned 2065 World
104031 THE THREE HEROES DELETE Owned 2065 World
104071 FROM LONDON WITH LOVE Owned 2065 World
104081 ERICH KUNZEL'S GERSHWIN DELETE Owned 2065 World
104091 TCHAIKOVSKY:1812 AUDIO+/DALLAS 7/15/88 Owned 2065 World
104101 VIVE LA FRANCE DELETE Owned 2065 World
104131 BACH,BAYLESS & BEATLES:BAYLESS 1/15/89 Owned 2060 World
104141 CLASSICAL JUKEBOX DELETE Owned 2065 World
104171 AMAZING GRACE;CARLO CURLEY 10/15/88 Owned 2060 World
104191 SWITCHED ON BEATLES;CHASE/RUKR 10/15/88 Owned 2065 World
104201 STOMPIN AT THE SAVOY DELETE Owned 2065 World
104211 SOPHISTICATED LADIES DELETE Owned 2065 World
104281 SWITCHED ON XMAS;CHASE/RUKER 9/15/88 Owned 2065 World
104341 NO BUSINESS LIKE SHOW BUSINESS 10/15/88 Owned 2060 World
104351 PIPES OF HOLLYWOOD:HAZELTON 1/15/89 Owned 2060 World
104421 RACHMANINOFF:CON #2, VIARDO/DL 2/15/89 Owned 2065 World
104431 STRAVINSKY: FIREBIRD/DALLAS/MA 2/15/89 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
104441 SERENADE - UTAH SYMPHONY AUDIO 2/15/89 Owned 2065 World
104451 RAGTIMES GREATEST HITS-HAZELTO 8/15/89 Owned 2060 World
104471 BEETHOVEN: VARIATIONS SERKIN DELETE Owned 2065 World
104491 GREATEST HITS OF THE BIG BANDS 5/15/89 Owned 2065 World
104521 A TOUCH OF FIEDLER DELETE Owned 2065 World
104531 MUSSORGSKY:PICTURES ENTREMONT 5/15/89 Owned 2065 World
104541 LEROY ANDERSON G HITS;KUNZEL 5/15/89 Owned 2065 World
104611 'BEST OF THE MILLS BROTHERS' 6/15/89 Owned 2065 World
104621 PRIME TIME - TV THEMES 6/15/89 Owned 2060 World
104701 SCHUBERT:TROUT-ENTREMONT 1/15/90 Owned 2065 World
104751 'PHANTOM' FLORIDA POPS/CACAVAS 9/15/89 Owned 2060 World
104771 GREIG/RACHMANINOFF:SYM DANCES 10/15/89 Owned 2065 World
104781 'TODAYS BRIDE'FLORIDA POPS 4/15/90 Owned 2060 World
104791 MAHLER:2ND SYMP;MATA/DALLAS 10/15/89 Owned 2065 World
104881 ANTHEM-DESOLATION ANGELS 9/15/89 Owned 2065 World
104921 'ANTHEMS OF THE WORLD'/ROYAL G 10/15/89 Owned 2060 World
104951 KUNZEL'S GREATEST HITS 2/15/90 Owned 2065 World
104981 MOZART: PIANO SONATAS ENTREMON 5/15/90 Owned 2065 World
104991 MOZART: PIANO SONATAS 2 ENTREM 5/15/90 Owned 2065 World
105001 CELLO 2/15/94 Owned 2065 World
105041 HOLLYWOOD MARCHES-SCHIFFRIN 6/15/90 Owned 2060 World
105101 THEMES OF OUR LIVES 7/15/90 Owned 2065 World
105111 TOUCHDOWN USA:FLORIDA MARCHING 8/15/90 Owned 2060 World
105121 BRAZILIAN NIGHTS:ARTHUR LIMA 8/15/90 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
105221 ON MY OWN - PETER NERO 9/15/90 Owned 2060 World
105241 MUSIC FOR MURDER (SURROUND) 10/15/90 Owned 2060 World
105271 FIREWORKS FOR ORCHESTRA 10/15/90 Owned 2060 World
105281 BROADWAY (SURROUND) 10/15/90 Owned 2060 World
105391 TCHAIK: 1812, CASSOCK MATA 8/15/91 Owned 2060 World
105411 VIVE LA LIBERTE:DENVER/ENTREMO 8/15/91 Owned 2060 World
105421 HOLST: THE PLANETS 3/15/91 Owned 2060 World
105431 ROMAN CARNIVAL 4/15/91 Owned 2060 World
105441 MUSSORSKY:PICTURE AT AN EXHIBI 8/15/91 Owned 2060 World
105451 AMERICAN'S WE - HENRY FILMORE 1/15/91 Owned 2060 World Extendable at Intersound's Option
105461 SHALOM-MUSIC OF THE JEWISH PEO 1/15/91 Owned 2060 World
105471 LEGENDS - JUDY GARLAND 2/15/91 Owned 2060 World
105561 THE NAME IS BOND...JAMES BOND 4/15/91 Owned 2060 World
105601 GRAND OLD FLAG 4/15/91 Owned 2060 World
105631 CAROL FOR THE PLANET 8/15/91 Owned 2065 World
105641 BRIDES BOOK - SURROUND 2/15/92 Owned 2060 World
105691 WEDDING DAY 5/15/91 Owned 2060 World
105701 SNAPSHOTS OF AMERICA 5/15/91 Owned 2060 World
105731 AFTER HOURS 8/15/91 Owned 2060 World
105741 GERSHWIN:RHAPSODY IN BLUE:DENV 2/15/92 Owned 2060 World
105761 CLASSIC CONNECTIONS;NERO 9/15/91 Owned 2060 World
105771 OSCAR! - LALO SCHIFRIN 2/15/92 Owned 2060 World
105781 MOZART:SYMPHONY 40 & 41 8/15/91 Owned 2060 World
105791 MOZART:EINE KLIENE NACHT MUSIC 9/15/91 Owned 2060 World
105801 THE TEMPEST:MUSIC OF THE STORM 8/15/91 Owned 2060 World
105811 DE FALLA:THREE CORNERED HAT 8/15/91 Owned 2060 World
105821 THE NUTCRACKER 8/15/91 Owned 2065 World
105841 TCHAIKOVSKY WALTZES:HOUSTON 2/24/92 Owned 2060 World
105861 GRAND SALON ARPIN 2/15/92 Owned 2060 World
105871 STRAVINSKY:THE FIREBIRD:DSO 2/24/92 Owned 2060 World
105881 BEETHOVEN:VIOLIN CONCERTO 3/23/92 Owned 2060 World
105891 GLIERE SYMPHONY #3:SAN DIEGO 9/15/91 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 4
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
105941 NEW YORK, NEW YORK:NYCGMC 2/15/92 Owned 2060 World Extendable at Intersound's Option
105961 STRAVINSKY:PETROUSHKA-DALLAS 9/15/91 Owned 2060 World
106181 WOLVERINES:SHANGHAI SHUFFLE DELETE Owned 2065 World
106201 TIGER RAG;DUKES OF DIXIELAND 9/15/86 Owned 2060 World
106211 LIVE FROM SATURDAY NIGHT LIVE DELETE Owned 2065 World
106221 RIO NIDO:VOICINGS DELETE Owned 2065 World
106281 LOVE YOU MADLY:ESTREM/HOLMQUIS DELETE Owned 2065 World
106351 MYSTERY WALK:JOE TAYLOR DELETE Owned 2065 World
106441 BEST OF THE DUKES OF DIXIELAND 9/15/87 Owned 2060 World
106451 SAMOA:NO BAND IS AN ISLAND DELETE Owned 2065 World
106581 JOE TAYLOR:DARKEN GARDEN DELETE Owned 2065 World
106591 AL HIRT: THAT A PLENTY Owned 2060 World
106661 A CLOSER WALK-ALLIANCE HALL 2/15/94 Owned 2060 World
106671 JUMP START:RICK STRAUSS DELETE Owned 2065 World
106701 COTTON CANDY; AL HIRT 2/15/89 Owned 2060 World
106781 BOSSA:ESTREM/HOLMQUIST DELETE Owned 2065 World
106791 ECHOES OF HARLEM;DANKWORTH/ROC 10/15/88 Owned 2065 World
106821 NEW ORLEANS - ALLIANCE HALL 2/15/89 Owned 2060 World
106861 MOZART FOR A NEW AGE/CHASE 4/15/89 Owned 2065 World
106871 JAZZIN' THE POPS'-AL HIRT 8/15/89 Owned 2060 World
106901 BODYLINES:RICK STRAUSS 6/15/89 Owned 2065 World
106931 'AIN'T MISBEHAVIN'-ALLIANCE HA 9/15/89 Owned 2060 World Extendable at Intersound's Option
106941 BEST OF BOURBON STREET:VARIOUS 6/15/89 Owned 2060 World
106971 'RIDIN THE TIDE'-OCEANS 6/15/89 Owned 2065 World
106981 'SYMPHONY SESSIONS' GILLESPIE 9/15/89 Owned 2065 World
107021 KINGSTON TRIO;BEST OF THE BEST 7/15/86 Owned 2060 World
107031 SYMPHONIC DREAMS-MULLIGAN 9/15/87 Owned 2065 World
107271 AL HIRT'S GREATEST HITS 7/15/90 Owned 2060 World Extendable at Intersound's Option
107291 BACH FOR A NEW AGE:EARNEST 8/15/90 Owned 2065 World
107301 LULLABIES FOR A NEW AGE 8/15/90 Owned 2065 World Extendable at Intersound's Option
107321 BASIN STREET BLUES;OLYMPIA 8/15/90 Owned 2060 World
107341 ON BOURBON STREET:OLYMPIA BRAS 4/15/91 Owned 2060 World
107351 LIVE AT PRESERVATION HALL-OLY 7/15/91 Owned 2060 World
107361 FUNERAL PARADE 1/15/92 Owned 2065 World
107371 SANTA FE SUNSET 2/24/92 Owned 2065 World
107391 SAINTS:NEW ORLEANS ALL STARS 1/15/94 Owned 2060 World
107401 PARTNERS IN TIME 9/6/94 Owned 2070 World
108051 FIREWORKS BRASS;CHI BRAS/MAXI 1/15/86 Owned 2060 World
108401 MESSIAH HIGHLIGHTS 6/15/89 Owned 2065 World
108411 CHRISTMAS AT THE POPS 6/15/89 Owned 2065 World
108421 WORLDS GREATEST CAROLS 6/15/89 Owned 2065 World
108431 NEW AGE NOEL 6/15/89 Owned 2065 World
108461 'COPLANDS GREATEST HITS' 6/15/89 Owned 2055 World
109921 O HOLY NIGHT (2DISC SET) 7/15/92 Owned 2055 World
109931 CHRISTMAS TREASURES 2 DISC 7/15/92 Owned 2055 World
110211 AL HIRT'S GREATEST HITS 7/15/92 Owned 2060 World
110301 ROMANCE & ROSES: 4 DISC SET 12/15/96 Owned 2060 World
110311 CLASSIC INTERLUDES 6/16/96 Owned 2055 World
110551 BROADWAY - 4 DISC 12/15/92 Owned 2070 World
110651 INTERLUDES;VAN KRAVEN 4DISC 12/15/96 Owned 2065 World
110701 IMPRESSIONS - 4 DISC SLEEVE 9/15/93 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 5
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
110801 MUSIC OF THE BEATLES: 4 CD 2/15/94 Owned 2065 World
110851 DIXIELANDS GREATEST;4DISC 12/15/93 Owned 2065 World
110961 BEATLES,BAYLESS,BACH: 2 DISC 1/15/93 Owned 2065 World
111001 PASSION:4 DISC SET 12/15/96 Owned 2065 World
111151 BEST OF BRANSON:4 DISC SET 8/15/94 Owned 2055 World
111201 BEST OF BROADWAY:4 DISC SET 8/15/94 Owned 2065 World
111251 BEST OF HOLLYWOOD:4 DISC SET 8/15/94 Owned 2065 World
111301 CHRISTMAS TREASURES:4 DISC SET 9/15/94 Owned 2055 World
111351 A HOLIDAY SONGBOOK:4 DISC SET 9/15/94 Owned 2055 World
111401 SEASONS GREETINGS:4 DISC SET 9/15/94 Owned 2055 World
111651 JOY TO THE WORLD: 4 DISC SET 8/15/95 Owned 2055 World
111701 SOUNDS OF THE SEASON:4 DISC 8/15/95 Owned 2055 World
111751 VAN CRAVEN:LA AMOUR 4 DISC 12/15/96 Owned 2065 World
111801 PARTY SET:4 DISC 6/15/96 Owned 2055 World
111851 CLASSIC COUNTRY HITS:4 DISC 6/15/96 Owned 2055 World
111901 ALL TIME FAVORITES:4 DISC 8/15/96 Owned 2055 World
111951 CLASSIC COUNTRY HYMNS:4 DISC 8/15/96 Owned 2055 World
115011 A COUNTRY CHRISTMAS 7/15/91 Owned 2055 World
115021 HOME FOR THE HOLIDAYS 7/15/91 Owned 2055 World
115031 SILENT NIGHT 7/15/91 Owned 2055 World
115041 THE FIRST NOEL 7/15/91 Owned 2055 World
115051 SOUNDS OF CHRISTMAS 7/15/91 Owned 2055 World
115061 DECK THE HALLS 7/15/91 Owned 2055 World
115071 WHITE CHRISTMAS 7/15/91 Owned 2055 World
115081 A CHRISTMAS ALBUM 7/15/91 Owned 2055 World
115091 JOY TO THE WORLD 7/15/91 Owned 2055 World
115101 CHRISTMAS MAGIC 7/15/91 Owned 2055 World
115111 HOLLY AND THE IVY 7/15/91 Owned 2055 World
115121 THE NUTCRACKER 7/15/91 Owned 2055 World
115131 CHRISTMAS IN AMERICA 7/15/91 Owned 2055 World
115141 HOLIDAY CLASSICS 7/15/91 Owned 2055 World
115151 CAROLS FOR CHRISTMAS 7/15/91 Owned 2055 World
115161 THE FIRST NOEL 7/15/91 Owned 2055 World
115171 SLEIGH RIDE 7/15/91 Owned 2055 World
115181 A CLASSIC CHRISTMAS 7/15/91 Owned 2055 World
115191 MESSIAH HIGHLIGHTS 7/15/91 Owned 2055 World
115201 O HOLY NIGHT 7/15/91 Owned 2055 World
115211 NUTCRACKER 7/15/92 Owned 2055 World
115215 REDEEM THE TIME 11/15/92 Owned 2055 World
115221 O HOLY NIGHT 7/15/92 Owned 2055 World
115231 A FAMILY CHRISTMAS 8/15/92 Owned 2055 World
115241 THE FIRST NOEL 8/15/92 Owned 2055 World
115251 CHRISTMAS MELODIES 8/15/92 Owned 2055 World
115261 JOYFUL TIDINGS 8/15/92 Owned 2055 World
115271 STEVEN DE GROOTE IN RECITAL 4/15/93 Owned 2055 World
115295 GSE 1529 Owned 2055 World
115305 FRANCOIS DU TOIT 2/15/94 Owned 2055 World
115311 CHRISTMAS AT THE POPS 6/15/94 Owned 2055 World
115321 A NUTCRACKER CHRISTMAS 6/15/94 Owned 2055 World
115331 CAROLS OF CHRISTMAS 6/15/94 Owned 2055 World
115341 CHRISTMAS IN AMERICA 6/15/94 Owned 2055 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 6
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
115351 SILENT NIGHT 6/15/94 Owned 2055 World
115361 A CLASSIC CHRISTMAS 6/15/94 Owned 2055 World
115371 JOY TO THE WORLD 6/15/94 Owned 2055 World
115381 HOME FOR THE HOLIDAYS 6/15/94 Owned 2055 World
115391 SONGS FOR THE SEASON 6/15/94 Owned 2055 World
115401 TWELVE DAYS IN DECEMBER 6/15/94 Owned 2055 World
115421 CHRISTMAS POPS 6/25/96 Owned 2055 World
115431 HOLIDAY CLASSICS 6/25/96 Owned 2055 World
115441 CHRISTMAS CHORUS 6/25/96 Owned 2055 World
115451 SILENT NIGHT 6/25/96 Owned 2055 World
115461 THE NUTCRACKER 6/25/96 Owned 2055 World
115471 CHRISTMAS COUNTRY 6/25/96 Owned 2055 World
115481 CHRISTMAS BRASS 6/25/96 Owned 2055 World
115491 NOEL 6/25/96 Owned 2055 World
115501 HANDEL'S MESSIAH 6/25/96 Owned 2055 World
115511 CAROLS 6/25/96 Owned 2055 World
115701 WINTER WONDERLAND:4 DISC SET 9/16/96 Owned 2055 World
115751 CHRISTMAS TREASURES:4 DISC SET 9/16/96 Owned 2055 World
115801 CHRISTMAS CLASSICS 9/16/96 Owned 2055 World
115851 SEASONS GREETINGS:4 DISC SET 9/16/96 Owned 2055 World
115901 JOY TO THE WORLD:4 DISC SET 7/16/97 Owned 2055 World
116011 SEASON'S GREETINGS 7/15/93 Owned 2055 World
116021 YULETIDE CLASSICS 7/15/93 Owned 2055 World
116031 CHRISTMAS AT THE POPS 7/15/93 Owned 2055 World
116041 CHRISTMAS JOURNEY 7/15/93 Owned 2055 World
116051 A SWINGIN' CHRISTMAS 7/15/93 Owned 2055 World
116061 A HOLIDAY SONGBOOK 7/15/93 Owned 2055 World
116211 NUTCRACKER 9/15/94 Owned 2055 World
116221 XMAS AT THE POPS 9/15/94 Owned 2055 World
116231 12 DAYS IN DECEMBER 9/15/94 Owned 2055 World
116241 CAROLS OF XMAS 9/15/94 Owned 2055 World
116251 WINTER WONDERLAND 9/15/94 Owned 2055 World
116261 XMAS CLASSICS 9/15/94 Owned 2055 World
116271 SLEIGH BELLS 9/15/94 Owned 2055 World
116281 O HOLY NIGHT 9/15/94 Owned 2055 World
116311 A NUTCRACKER CHRISTMAS 6/25/96 Owned 2055 World
116321 CHRISTMAS AT THE POPS 6/25/96 Owned 2055 World
116331 CHRISTMAS IN AMERICA 6/25/96 Owned 2055 World
116341 A HOLIDAY SONGBOOK 6/25/96 Owned 2055 World
116351 CHRISTMAS CLASSICS 6/25/96 Owned 2055 World
116361 SILENT NIGHT 6/25/96 Owned 2055 World
116371 SOUNDS OF THE SEASON 6/25/96 Owned 2055 World
116381 SLEIGH RIDE 6/25/96 Owned 2055 World
116391 CAROLS OF CHRISTMAS 6/25/96 Owned 2055 World
116401 CHRISMTAS JOURNEY 6/25/96 Owned 2055 World
116511 SLEIGHRIDE 8/16/97 Owned 2055 World
116521 JINGLE BELLS 8/16/97 Owned 2055 World
116531 AWAY IN A MANAGER 8/16/97 Owned 2055 World
116541 DECK THE HALLS 8/16/97 Owned 2055 World
116551 LET IT SNOW 8/16/97 Owned 2055 World
116561 GREENSLEEVES 8/16/97 Owned 2055 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 7
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
116571 JOY TO THE WORLD 8/16/97 Owned 2055 World
116581 THE FIRST NOEL 8/16/97 Owned 2055 World
116591 CAROL OF THE BELLS 8/16/97 Owned 2055 World
116601 SILENT NIGHT 8/16/97 Owned 2055 World
116611 A NUTCRACKER CHRISTMAS 8/16/97 Owned 2055 World
116621 CHRISTMAS CLASSICS 8/16/97 Owned 2055 World
116631 THE FIRST NOEL 8/16/97 Owned 2055 World
116641 JOY TO THE WORLD 8/16/97 Owned 2055 World
116651 A CHRISTMAS SONGBOOK 8/16/97 Owned 2055 World
116661 DECK THE HALLS 8/16/97 Owned 2055 World
116671 THIS CHRISTMAS 8/16/97 Owned 2055 World
116681 CAROL OF THE BELLS 8/16/97 Owned 2055 World
116691 GREENSLEEVES 8/16/97 Owned 2055 World
116701 JINGLE BELLS 8/16/97 Owned 2055 World
116751 SILENT NIGHT:4 DISC SET Owned 2055 World
116801 A HOLIDAY SONGBOOK:4 DISC SET Owned 2055 World
116851 CHRISTMAS CLASSICS:4 DISC SET Owned 2055 World
116901 SOUNDS OF THE SEASON:4 DISC SE Owned 2055 World
117001 MOVIES:4 DISC SET 10/15/96 Owned 2055 World
117101 ROMANCE & ROSES:VOL 2 4DISC 12/15/96 Owned 2055 World
117151 SCOTT JOPLIN: 4 DISC SET 1/15/97 Owned 2055 World
117201 MARTINI'S & MEMORIES:4 DISC SE 1/15/97 Owned 2055 World
117291 *PIANO INTERLUDES:4 DISC SET 8/15/97 Owned 2055 World
134101 MOZART:SONATA VOL3-ENTREMONT 7/15/90 Owned 2055 World
134111 MOZART:SONATAS VOL4,ENTREMONT 4/15/92 Owned 2055 World
134351 MAGICAL, MYSTICAL, MOUSE 10/15/92 Owned 2065 World
134361 COPLAND PORTRAIT -STRAKS 10/15/92 Owned 2065 World
134371 CARPE DIEM 1/15/93 Owned 2065 World
134401 LOOK OF LOVE - WEDDING MUSIC 3/15/93 Owned 2065 World
134501 RACHMANINOFF'S ISLE OF THE DEA 8/15/93 Owned 2065 World
134551 NERO: MY WAY 9/15/93 Owned 2065 World
134571 DALLAS:THREE HEROES,RACHMANINO 8/15/93 Owned 2065 World
134581 BOLERO:DENVER SYMPHONY ORCH 8/15/93 Owned 2065 World
134591 BRAHMS PIANO CONCERTOS:ATLANTA 8/15/93 Owned 2065 World Extendable at Intersound's Option
134771 O PERFECT LOVE-WEDDING HARP 2/15/94 Owned 2065 World
134781 JEWISH WEDDING ALBUM 2/15/94 Owned 2065 World Extendable at Intersound's Option
134901 FIRE & ICE: FRANK PELLICO 4/15/94 Owned 2065 World
134951 PHANTOM OF THE ORGAN 4/15/94 Owned 2065 World Extendable at Intersound's Option
135001 CELEBRATE AMERICA:HOUSTON,SAN 5/15/94 Owned 2065 World Extendable at Intersound's Option
135021 AMERICAN FESTIVAL:MILWAUKEE 5/15/94 Owned 2065 World Extendable at Intersound's Option
135051 PETER NERO AND FRIENDS 10/15/94 Owned 2065 World
135161 POMP ON PARADE:HOUSTON 10/15/94 Owned 2065 World
135191 *PELLICO:BEGIN THE BEQUINE 12/15/94 Owned 2055 World Extendable at Intersound's Option
135231 CHRISTMAS PIANO ROLL 4/15/95 Owned 2055 World Extendable at Intersound's Option
135241 PIANO ROLL:AMERICAN PATROL 4/15/95 Owned 2065 World
135251 PIANO ROLL:AMERICAN SALUTE 4/15/95 Owned 2055 World
135261 PIANO ROLL:SENTIMENTAL YOU 4/15/95 Owned 2055 World
135271 PIANO ROLL:WALTZ YOU SAVED FOR 4/15/95 Owned 2055 World
135281 XMAS SWING:LEAGUE OF DECENCY 6/25/96 Owned 2055 World
135421 LOVE IS:ENHANCED 10/15/95 Owned 2065 World
135441 WEDDING DAY:A BRIDES BOOK 2/15/96 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 8
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
135451 BEETHOVEN:SYM #9 ATLANTA:2 DIS 1/15/95 Owned 2055 World Extendable at Intersound's Option
135461 MESSIAH: 2 DISC 6/25/96 Owned 2055 World Extendable at Intersound's Option
135471 VAN CRAVEN: OUR LOVE 1/15/96 Owned 2055 World
135571 CELEBRATE AMERICA 3/15/96 Owned 2055 World Extendable at Intersound's Option
135591 AMERICAN PARADE 3/15/96 Owned 2055 World
135611 SPACE AND BEYOND 3/15/96 Owned 2055 World
135621 XMAS WITH JOHN ARPIN 6/25/96 Owned 2055 World
135631 CHRISTMAS UNPLUGGED:ED SWEENEY 9/16/96 Owned 2055 World
135641 OLDE FASHIONED CHRISTMAS 9/16/96 Owned 2055 World
135661 ORINOCO FLOW:TALIESIN ORCHEST 972015 Owned 2071 World
135671 PETER NERO:LOVE SONGS RAINY DA 11/15/96 Owned 2055 World
135721 ARPIN AT THE OPERA 9/15/96 Owned 2055 World
135731 TANGO 9/15/96 Owned 2055 World
135741 BROADWAY FOR LOVERS 11/15/96 Owned 2055 World
135751 FORBIDDEN FOREST 5/15/97 Owned 2055 World Extendable at Intersound's Option
135831 PETER NERO:MORE IN LOVE Owned 2055 World
135841 ECHOES OF ELLINGTON 8/15/97 Owned 2055 World Extendable at Intersound's Option
135851 ECHOES OF ELLA Owned 2055 World Extendable at Intersound's Option
135871 BROADWAY GREATEST HITS:2 DISC 8/15/97 Owned 2055 World Extendable at Intersound's Option
135881 HOLLYWOOD'S GREATEST HITS:2 DI 8/15/97 Owned 2055 World Extendable at Intersound's Option
135901 PETER NERO:MORE IN LOVE 9/15/97 Owned 2055 World Extendable at Intersound's Option
135911 M GINRAS:KLEZMER CINCY 9/23/97 Owned 2055 World Extendable at Intersound's Option
135931 JOHN ARPIN:MY FAVORITE REQUEST 9/15/97 Owned 2055 World
135941 ANTHEM: TALESIN 10/15/97 Owned 2065 World
136151 AT THE MOVIES:REFERENCE GOLD 11/15/95 Owned 2060 World
136161 LOVERS ONLY:REFERENCE GOLD 11/15/95 Owned 2060 World
136511 HOLLYWOOD: THE GREATEST HITS 4/15/94 Owned 2060 World
136521 THE BEST OF BROADWAY 4/15/94 Owned 2060 World
136531 ENCORES! THE BEST OF THE POPS 4/15/94 Owned 2060 World
136541 BEATLES: CLASSIC HITS 4/15/94 Owned 2060 World
136551 DIXIELAND:THE GREATEST HITS 2/15/94 Owned 2060 World
136561 ROMANCE:MUSIC OF LOVE 4/15/94 Owned 2060 World
136571 MOVIES:HOLLYWOOD 10/15/96 Owned 2055 World
136581 PARTY SET 8/15/96 Owned 2055 World
136701 BIZET:CARMEN,FAUST,SAMSUNET DI 1/15/95 Owned 2065 World
136711 PUCCINI:M.BUTTERFLY,LA BOHEME 1/15/95 Owned 2065 World
136721 VERDI:RIGALETTO,LA TRAVIATA 1/15/95 Owned 2065 World
136731 WAGNER:TRISTAN & ISOLDE,DIE ME 1/15/95 Owned 2065 World
140001 HAWAIIAN HOLIDAY 10/15/90 Owned 2065 World
140011 HOLIDAY IN FRANCE 10/15/90 Owned 2065 World
140021 HOLIDAY IN ITALY 10/15/90 Owned 2065 World
140031 OKTOBERFEST 10/15/90 Owned 2065 World
140041 HOLIDAY IN SPAIN 10/15/90 Owned 2065 World
140051 HOLIDAY IN MEXICO 1/15/91 Owned 2065 World
140061 CARRIBEAN HOLIDAY 1/15/91 Owned 2065 World
140071 HOLIDAY IN RIO 1/15/91 Owned 2065 World
140081 BELLY DANCE UNTITLED 1/15/91 Owned 2065 World
140091 HOLIDAY IN IRELAND 4/15/91 Owned 2065 World
140101 HOLIDAY GYPSY 4/15/91 Owned 2065 World
140111 HOLIDAY IN GREECE 4/15/91 Owned 2065 World
140121 POLKA HOLIDAY 4/15/91 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 9
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
140131 SOUTH AMERICAN HOLIDAY 9/15/91 Owned 2065 World
140141 BAVARIAN HOLIDAY 9/15/91 Owned 2065 World
140151 HOLIDAY IN ISRAEL 9/15/91 Owned 2065 World
140161 HOLIDAY IN SCOTLAND 9/15/91 Owned 2065 World
140171 JAMACIAN HOLIDAY 1/13/92 Owned 2065 World
140181 SWISS HOLIDAY 1/13/92 Owned 2065 World
140191 SCANDAVIAN HOLIDAY 1/13/92 Owned 2065 World
140201 JAPANESSE HOLIDAY 1/13/92 Owned 2065 World
140211 CALYPSO HOLIDAY 4/15/92 Owned 2065 World
140221 MAMBO HOLIDAY 4/15/92 Owned 2065 World
140231 RUSSIAN HOLIDAY 4/15/92 Owned 2065 World
140241 DELETE Owned 2065 World
140251 HOLIDAY IN INDIA 2/15/93 Owned 2065 World
140261 MARIACHI HOLIDAY 2/15/93 Owned 2065 World
141011 TASTE OF FRANCE 8/15/92 Owned 2065 World
141021 TASTE OF GERMANY 8/15/92 Owned 2065 World
141031 TASTE OF ITALY 8/15/92 Owned 2065 World
141041 TASTE OF GREECE 8/15/92 Owned 2065 World
141051 TASTE OF SPAIN 8/15/92 Owned 2065 World
141061 TASTE OF THE CARIBBEAN 8/15/92 Owned 2065 World Extendable at Intersound's Option
141071 TASTE OF MEXICO 2/15/94 Owned 2065 World
141081 TASTE OF ISREAL 2/15/94 Owned 2065 World
141601 PETER NERO DIGITAL CLASSICS 1/15/92 Owned 2055 World
142111 BACH MEETS THE BEATLES 2/15/89 Owned 2055 World
142521 BEST OF BROADWAY 2/15/89 Owned 2055 World
142761 TIES AND TAILS 2/15/89 Owned 2055 World
142811 UP AND AWAY 2/15/89 Owned 2055 World
143221 UPTOWN DOWNTOWN 2/15/89 Owned 2055 World
143511 AMERICA SWINGS HOUSTON 2/15/89 Owned 2055 World
143591 A NIGHT AT THE POPS 2/15/89 Owned 2055 World
143711 GRAND NIGHT FOR SINGING 2/15/89 Owned 2055 World
143821 MY FAIR LADY 2/15/89 Owned 2055 World
144011 STRIKE UP THE BAND 2/15/89 Owned 2055 World
145011 GERRY MULLIGAN-SAXOPHONE DREAM 12/15/91 Owned 2055 World
145021 DIZZY GILLESPIE-NIGHT IN TUNES 12/15/91 Owned 2065 World
145031 AL HIRT - BOURBON STREET 12/15/91 Owned 2065 World
145041 BROADWAY'S GREATEST HITS 12/15/91 Owned 2065 World
145051 GOLDFINGER - JOHN CACAVAS 12/15/91 Owned 2065 World
145061 A NIGHT AT THE POPS - KUNZEL 12/15/91 Owned 2065 World
145071 TOM DOOLEY - KINGSTON TRIO 12/15/91 Owned 2065 World
145081 SPENCER DAVIS - GREATEST HITS 12/15/91 Owned 2055 World
145091 STRING OF PEARLS - WOLVERINES 12/15/91 Owned 2065 World
145101 IN THE MOOD - WOLVERINES 12/15/91 Owned 2065 World
145111 BEST OF SATURDAY NIGHT LIVE 12/15/91 Owned 2055 World
145121 DIXIELAND'S GREATEST HITS 12/15/91 Owned 2065 World
145131 COTTON EYED JOE 12/15/91 Owned 2055 World
145141 *COUNTRY BANJOS 12/15/91 Owned 2055 World
145151 *COUNTRY FIDDLES 12/15/91 Owned 2055 World
145191 *ET AND OTHER JOHN WILLIAM HIT 12/15/91 Owned 2055 World
145201 *THE TERMINATOR & OTHER MOVIE 12/15/91 Owned 2055 World
145211 *TELEVISIONS GREATEST HITS 12/15/91 Owned 2055 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 10
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
145221 *HITS OF THE SOAPS 12/15/91 Owned 2055 World
145241 *SWITCHED ON BEATLES 12/15/91 Owned 2055 World
145251 *I GET A KICK OUT OF YOU-ESTRE 12/15/91 Owned 2055 World
145261 *SOPHISTICATED LADY-ESTREM/HOL 12/15/91 Owned 2055 World
145271 AMAZING GRACE - CARLO CURLEY 12/15/91 Owned 2055 World
145281 FANFARES - DOC SEVERINSEN 12/15/91 Owned 2055 World
145291 TOUCHDOWN! 12/15/91 Owned 2065 World
145301 HAWAIIAN HOLIDAY 12/15/91 Owned 2065 World
145311 A TRIP TO OCTOBERFEST 12/15/91 Owned 2065 World
145321 CARIBBEAN HOLIDAY 12/15/91 Owned 2065 World
145331 MARIACHI 12/15/91 Owned 2065 World
145341 *SOUSA'S GREATEST HITS 12/15/91 Owned 2055 World
145351 LA BAMBA 12/15/91 Owned 2055 World
145361 MEDITATIONS - TRAMMELL STARKS 12/15/91 Owned 2055 World
145371 6ISIONS - ROBERT STRICKLAND 12/15/91 Owned 2055 World
145381 *HITS OF PHIL COLLINS 12/15/91 Owned 2055 World
145391 COUNTRY GOLD 2/15/92 Owned 2055 World
145401 COUNTRY GOLD VOL 2 2/15/92 Owned 2055 World
145421 CELEBRATE AMERICA 2/15/92 Owned 2055 World
145431 BEST OF MY LOVE 2/15/92 Owned 2065 World
145441 MAGIC, MICE & MERMAIDS 2/15/92 Owned 2055 World
145471 ET AND OTHER JOHN WILLIAM HITS 6/15/92 Owned 2065 World
145481 THE TERMINATOR & OTHER MOVIE 6/15/92 Owned 2065 World
145491 TELEVISIONS GREATEST HITS 6/15/02 Owned 2065 World
145501 HITS OF THE SOAPS 6/15/92 Owned 2055 World
145511 SWITCHED ON BEATLES 6/15/92 Owned 2065 World
145521 I GET A KICK OUT OF YOU 6/15/92 Owned 2065 World
145531 SOPHISTICATED LADY;D.ELLINGTON 6/15/92 Owned 2065 World
145541 SOUSA'S GREATEST HITS 6/15/92 Owned 2065 World
145551 HITS OF PHIL COLLINS;SPECTRUM 6/15/92 Owned 2065 World
145601 LET'S DANCE 9/15/92 Owned 2065 World
145661 GARTH BROOKS' GREATEST HITS 9/15/93 Owned 2065 World
145671 HYMNS FROM THE OLD COUNTRY CHU 9/15/93 Owned 2065 World
145681 GREATEST HITS OF ELTON JOHN 9/15/93 Owned 2065 World
145691 LOUISIANA MAN 9/15/93 Owned 2065 World
145701 CLASSIC COUNTRY DANCIN' 9/15/93 Owned 2065 World
145711 MOVIES GREATEST HITS 12/15/93 Owned 2065 World
145751 HOLIDAY IN FRANCE 12/15/93 Owned 2065 World
145761 AN IRISH HOLIDAY 1/15/94 Owned 2065 World
145771 THE EAGLES 8/15/94 Owned 2065 World
145781 BILLY JOEL 8/15/94 Owned 2065 World
145791 NEIL DIAMOND 8/15/94 Owned 2065 World
145801 WHITNEY HOUSTON 8/15/94 Owned 2065 World
145811 HALLOWEEN 8/15/94 Owned 2065 World
145821 FLEETWOOD MAC 2/15/95 Owned 2065 World
145831 UNFORGETTABLE:ROD STEWART 2/15/95 Owned 2065 World
145841 JAMES TAYLOR 2/15/95 Owned 2065 World
145851 MOVIE THEMES 94 2/15/95 Owned 2065 World
145861 HOUSE DISCO GREATEST HITS 2/15/95 Owned 2065 World
145971 CARPENTERS 7/15/95 Owned 2065 World
145981 GENESIS 7/15/95 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
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Page 11
<PAGE>
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<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
145991 HOUSE DISCO VOL. 2 7/15/95 Owned 2065 World
146001 JACKSON BROWNE 7/15/95 Owned 2065 World
146011 WAITING TO EXHALE & MORE 3/26/96 Owned 2055 World
146021 TOY STORY AND MORE 3/26/96 Owned 2055 World
146031 SHADOW OF YOUR SMILE 3/26/96 Owned 2055 World
146041 BEHIND THE MOON 3/26/96 Owned 2055 World
146091 MUSIC OF BARRY MANILOW 7/15/96 Owned 2055 World
146101 MUSIC OF ABBA 7/15/96 Owned 2055 World
146111 MUSIC OF CAROLE KING 7/15/96 Owned 2055 World
146121 MUSIC OF LINDA RONSTADT 7/15/96 Owned 2055 World
146131 SCREEN THEMES:MISSION IMPOSSIB 1/15/97 Owned 2055 World
146141 COUNTRY DANCE MIX 1/15/97 Owned 2055 World
146151 MUSIC OF STING 1/15/97 Owned 2055 World
146171 COUNTRY WEDDING 4/15/97 Owned 2055 World
146181 A TIME FOR US 4/15/97 Owned 2055 World
147001 COUNTRY GREATS 5/15/95 Owned 2065 World
147011 COUNTRY GREATS VOL 1 4/16/97 Owned 2055 World
147021 BABY'S GOT HER BLUE JEANS ON 12/15/95 Owned 2055 World
147031 COUNTRY GREATS VOL 3 4/16/97 Owned 2055 World
147041 DIXIELAND PARADE 5/15/95 Owned 2065 World
147051 SWEET GEORGIA BROWN 12/15/95 Owned 2055 World
147061 TIGER RAG 12/15/95 Owned 2055 World
147071 DIXIELAND VOL 3 4/16/97 Owned 2055 World
147081 HOLLYWOOD MAGIC 5/15/95 Owned 2065 World
147091 HOLLYWOOD MAGIC VOL 1 4/16/97 Owned 2055 World
147101 HLWD MAGIC:CASABLANCA & OTHER 12/15/95 Owned 2055 World
147111 HOLLYWOOD MAGIC VOL 3 4/16/97 Owned 2055 World
147121 BIG BAND SALUTE 5/15/95 Owned 2065 World
147131 BIG BAND SALUTE:MOOD INDIGO 12/15/95 Owned 2055 World
147141 BIG BAND SALUTE:IN THE MOOD 12/15/95 Owned 2055 World
147151 BIG BAND SALUTE:MOONLIGHT SERE 12/15/95 Owned 2055 World
147161 BROADWAY OPENING NIGHT 5/15/95 Owned 2065 World
147171 BROADWAY VOL 1 4/16/97 Owned 2055 World
147181 ON BROADWAY:OPENING NIGHT 12/15/95 Owned 2055 World
147191 MUSIC OF THE NIGHT:OPENING NIG 12/15/95 Owned 2055 World
147201 COCKTAIL CLASSICS 5/15/95 Owned 2065 World
147211 COCKTAIL CLASSICS:PACHELBEL CA 12/15/95 Owned 2055 World
147221 COCKTAIL CLASSICS:BEETHOVENS 5 12/15/95 Owned 2055 World
147231 COCKTAIL CLASSICS:NUTCRACKER 12/15/95 Owned 2055 World
147241 AMERICAN SALUTE 5/15/95 Owned 2065 World
147281 SOLITUDE 5/15/95 Owned 2065 World
147291 SOLSTICE SUNSET 12/15/95 Owned 2055 World
147321 CLASSIC COUNTRY HYMNS 5/15/95 Owned 2065 World
147331 CLASSIC COUNTRY VOL 1 4/16/97 Owned 2055 World
147341 CLASSIC COUNTRY VOL 2 4/16/97 Owned 2055 World
147351 CLASSIC COUNTRY VOL 3 4/16/97 Owned 2055 World
147361 FOR LOVERS ONLY 5/15/95 Owned 2065 World
147371 LOVERS ONLY:CLAIR DE LUNA 12/15/95 Owned 2055 World
147381 LOVERS ONLY 12/15/95 Owned 2055 World
147391 LOVERS ONLY: MISTY 12/15/95 Owned 2055 World
147401 YOUR IN MY HEART-SPECTRUM 5/15/95 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
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<TABLE>
<CAPTION>
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item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
147441 SAY YOU LOVE ME-SPECTRUM 5/15/95 Owned 2065 World
147481 GREATEST LOVE OF ALL-SPECTRUM 5/15/95 Owned 2065 World
147521 MAGIC OF THE MOVIES-SPECTRUM 5/15/95 Owned 2065 World
147561 ENDLESS LOVE: 3 DISC SET 11/15/95 Owned 2065 World
147601 ONLY LOVE:3 DISC SET 11/15/95 Owned 2065 World
147641 BREEZIN:3 DISC SET 11/15/95 Owned 2065 World
147681 GET LUCKY:3 DISC SET 11/15/95 Owned 2065 World
147721 CARRIBEAN MON! 3 DISC SET 11/15/95 Owned 2065 World
147761 NIGHT AT THE POPS:3 DISC SET 11/15/95 Owned 2065 World
152041 MESSIN AROUND 5/15/95 Owned 2065 World
152051 SOUL MAN 5/15/95 Owned 2065 World
152061 LET'S GO 5/15/95 Owned 2065 World
152071 STOMPIN 145021 Owned 2065 World
155011 DND:RENDEVOUS 10/15/96 Owned 2060 World
155021 DND:SEDUCTION 10/15/96 Owned 2060 World
155031 DND:PASSION 10/15/96 Owned 2060 World
155041 DND:AFTERGLOW 10/15/96 Owned 2060 World
160011 TALES FROM THE MESA 10/15/90 Owned 2060 World
160021 SOLSTICE SUNSET 10/15/90 Owned 2060 World
160031 FIRST LIGHT 10/15/90 Owned 2060 World
160041 NORTHERN LIGHTS 10/15/90 Owned 2060 World
160051 SEPTEMBER VISION 10/15/90 Owned 2060 World
160061 MEDITATION 10/15/90 Owned 2060 World
160071 MOUNTAIN SHADOWS 3/15/93 Owned 2060 World
160081 ENCHANTED PATHWAYS 3/15/93 Owned 2060 World
160091 MYSTIC SHORES 3/15/93 Owned 2060 World
160101 EVENING STORMS 3/15/93 Owned 2060 World
160121 EVENING SHADOWS 1/15/96 Owned 2065 World
160131 MOUNTAIN SHADOWS 1/15/96 Owned 2065 World
160141 RAINFOREST 1/15/96 Owned 2065 World
160151 OCEAN MAJESTY 1/15/96 Owned 2065 World
161011 CHILD TO CHILD 5/15/92 Owned 2065 World
161031 CITY OF THE SEA 5/15/92 Owned 2060 World
161041 SOLITUDE 5/15/92 Owned 2060 World
161051 NORTHERN LIGHTS 5/15/92 Owned 2060 World
161061 SANTA FE SUNSET 5/15/92 Owned 2060 World
161071 TWILIGHT SHADOWS 5/15/92 Owned 2060 World
161081 SCOTT JOPLIN 5/15/92 Owned 2060 World
161091 BACH FOR A NEW AGE 5/15/92 Owned 2060 World
161101 MOZART FOR A NEW AGE 5/15/92 Owned 2060 World
161151 COMMON PRAYER 9/15/92 Owned 2060 World
161161 CHRISTMAS TIDINGS 9/15/92 Owned 2060 World
161171 BAROLK FOLK 12/15/92 Owned 2060 World
161201 ACOUSTIC GUITAR 12/15/92 Owned 2060 World
162161 STARS & STRIPES 3/15/97 Owned 2060 World
162171 HOLST:THE PLANETS 3/15/97 Owned 2060 World
162181 LIGHT CALVARY & OTHER OVERTURE 3/15/97 Owned 2060 World
162191 VIVA LA FRANCE 3/15/97 Owned 2060 World
162201 FROM LONDON WITH LOVE 3/15/97 Owned 2060 World
162211 ROMANCING THE FILM 3/15/97 Owned 2060 World
162221 POP GO THE BEATLES 3/15/97 Owned 2060 World
- -----------------------------------------------------------------------------------------------------------------------------------
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<CAPTION>
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item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
162231 ON MY OWN 3/15/97 Owned 2060 World
162241 A NIGHT AT THE POPS 3/15/97 Owned 2060 World
162251 PHANTOM OF THE OPERA & OTHER 3/15/97 Owned 2060 World
162261 AN ENCHANTED EVENING:MUSIC OF 3/15/97 Owned 2060 World
162271 LEROY ANDERSON'S GREATEST HITS 3/15/97 Owned 2060 World
162281 MASTERS OF MAYHEM 3/15/97 Owned 2060 World
162291 SATIN DOLL 3/15/97 Owned 2060 World
162301 RACHMANINOFF:PIANO CONCERTO #3 3/15/97 Owned 2060 World
165011 CHRISTMAS BRASS 5/15/92 Owned 2060 World Extendable at Intersound's Option
165021 CHRISTMAS LANDSCAPES 5/15/92 Owned 2060 World
165031 12 DAYS IN DECEMBER 5/15/92 Owned 2060 World
165041 A DICKENS CHRISTMAS 5/15/92 Owned 2060 World
165051 CHRISTMAS IN THE CITY 5/15/92 Owned 2060 World
166011 CHRISTMAS MELODIES:VAN CRAVEN 6/25/96 Owned 2060 World
166021 ACOUSTIC CHRISTMAS 6/25/96 Owned 2060 World
166031 CHRISTMAS SAX:TODD NYSTROM 6/25/96 Owned 2060 World
166041 CHRISTMAS CAROLING 6/25/96 Owned 2060 World
166051 CHRISTMAS KEYBOARD:KELLER/WELL 6/25/96 Owned 2060 World
166061 A CHRISTMAS HARP 6/25/96 Owned 2060 World
170031 CLASSIC COUNTRY HYMNS 7/15/92 Owned 2065 World
170041 HYMNS FROM THE BAYOU 7/15/92 Owned 2065 World
170051 OH HAPPY DAY REUNION-EDWIN HAW 8/15/92 Owned 2065 World
170061 VOICES OF PRAISE 10/15/92 Owned 2065 World
170071 SEASONS OF PRAISE 10/15/92 Owned 2065 World
170081 ONLY LOVE- KARYN LIST 10/15/92 Owned 2065 World
170091 BAYOU HYMNS II 1/15/93 Owned 2065 World
170101 COUNTRY HYMNS II 1/15/93 Owned 2065 World
170211 ACOUSTIC PRAISE:CLASSICAL GUIT 2/15/94 Owned 2065 World
170221 ACOUSTIC PRAISE:STRING QUART 2/15/94 Owned 2065 World
170231 PAUL SMITH 2/15/94 Owned 2065 World
170291 DANNY CHAMBERS 2/15/94 Owned 2065 World
170301 HYMNS FROM THE HEART;SMOKY MTN 1/15/94 Owned 2065 World
170311 20/20 BLIND 2/15/94 Owned 2065 World
170371 8:TERRI LYNN:THE ONLY LIFE FOR 10/15/94 Owned 2065 World
170381 8:MAIA AMADA:FAITH REMAINS 10/15/94 Owned 2065 World
170411 8:CRAIG DUNCAN:DEEP RIVER 8/15/94 Owned 2065 World
170431 A HOMETOWN WEDDING 2/15/95 Owned 2065 World
175501 VICKIE WINANS 8/15/94 Owned 2060 World
175511 SALT OF THE EARTH:ORDER MYSTEP 9/15/94 Owned 2060 World
175521 JENNIFER HOLLIDAY:ON & ON 10/15/94 Owned 2060 World
175531 IONA LOCKE:LETS GET IT ON 10/15/94 Owned 2060 World
175551 FLORIDA MASS CHOIR:HOLY 10/15/94 Owned 2060 World
175581 PAUL SMITH:EXTRA MEASURE 2/15/94 Owned 2060 World
175591 20/20 BLIND 2/15/94 Owned 2060 World
175611 MAIA AMADA:FAITH REMAINS 10/15/94 Owned 2060 World
175621 1 WAY:DESTINATION UNKNOWN 10/15/94 Owned 2060 World
175631 CRAIG DUNCAN:DEEP RIVER 10/15/94 Owned 2060 World
175641 HOME TOWN WEDDING:C. DUNCAN 2/15/95 Owned 2060 World
175651 MICHAEL SCOTT & OUTREACH CHOIR 3/15/95 Owned 2060 World
- -----------------------------------------------------------------------------------------------------------------------------------
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<TABLE>
<CAPTION>
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item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
175661 SLIM & THE SUPREME ANGELS 3/15/95 Owned 2060 World
175671 WILLIAM BECTON 4/15/95 Owned 2060 World
175701 MIGHTY CLOUDS OF JOY 4/15/95 Owned 2060 World
175711 JAMES HALL COMMUNITY CHOIR 9/15/95 Owned 2060 World
175731 LEAD ME:DALLAS FT WORTH 7/15/95 Owned 2060 World
175741 DONNIE HARPER 8/15/95 Owned 2060 World
175761 A GOSPEL CHRISTMAS 8/15/95 Owned 2060 World
175781 B CHASE WILLIAMS 8/15/95 Owned 2060 World
175801 KATHY MYERS 3/16/96 Owned 2060 World
175811 I FEEL GOOD:FREEDOM CHOIR 7/15/95 Owned 2060 World
175821 MY TRIBUTE:FREEDOM CHOIR 7/15/95 Owned 2060 World
176071 GMWA COMPILATION 1/16/96 Owned 2060 World
176081 DELEON RICHARDS:MY LIFE 4/14/96 Owned 2060 World
176091 SUNDAY MORNING COUNTRY 3/26/96 Owned 2060 World
180011 'VICTORY AT SEA' 9/15/89 Owned 2065 World
180021 'GREAT BIG BAND HITS 9/15/89 Owned 2065 World
180031 'SOUND OF MUSIC' 9/15/89 Owned 2065 World
180051 'BROADWAY'S GREATEST HITS' 9/15/89 Owned 2065 World
180061 'WORLD'S GREATEST LOVE SONGS' 9/15/89 Owned 2065 World
180081 'BEATLE'S GREATEST HITS' 9/15/89 Owned 2065 World
180091 'YANKEE DOODLE DANDY' 9/15/89 Owned 2065 World
180101 'DUKE ELLINGTON'S GREATEST HIT 9/15/89 Owned 2065 World
180111 BLUE TANGO-ANDERSON, LEROY 4/15/90 Owned 2065 World
180121 FIEDLERS FAVORITES 4/15/90 Owned 2065 World
180131 JAMES BONDS GREATEST HITS 8/15/90 Owned 2065 World
180141 HALLELUJAH HOLLYWOOD 4/15/90 Owned 2065 World
180151 GOTHAMS GREATEST:THEMES 6/15/89 Owned 2060 World
180171 'BEST OF LAMBADA'-PARA CARIMBO 2/15/90 Owned 2065 World
180181 DIXIELAND'S GREATEST HITS 8/15/90 Owned 2065 World
180201 GERSHWIN/ELLINGTON GREATST HIT 8/15/90 Owned 2065 World
180211 DANCE, DANCE, DANCE 1/15/91 Owned 2065 World
180221 GERSHWIN AT THE MOVIES 1/15/91 Owned 2065 World
181011 TEMPLE OF BOOM 4/15/94 Owned 2065 World
181021 BASS ZONE 4/15/94 Owned 2065 World
181031 BACK 2 BASS X 9/15/94 Owned 2065 World
181081 WAY 2 REAL:38TH STREET 11/15/94 Owned 2065 World
181101 MENTALLY DISTURBED 4/15/95 Owned 2065 World
181111 BACK 2 BASS X:PG 2/15/95 Owned 2065 World
181141 (PG)WAY 2 REAL:38TH ST 2/15/95 Owned 2065 World
181161 BASS DREAMS 4/15/95 Owned 2065 World
181171 THREE STEPS FROM NOWHERE 4/15/95 Owned 2065 World
181191 PG:BASS DREAMS 4/15/95 Owned 2065 World
181211 PASS IT ON: CD MAXI 5/15/95 Owned 2065 World
181301 BASS ALERT (ENHANCED) 10/15/95 Owned 2065 World
181351 BASS DATES 11/15/95 Owned 2065 World
181361 BASS ALERT:PG VERSION 1/15/96 Owned 2065 World
181371 BASS DATES:PG VERSION 1/15/96 Owned 2065 World
181381 GHETTO BEATS 3/26/96 Owned 2060 World
181411 GHETTO BEATS:PG VERSION 4/15/96 Owned 2060 World
181421 *BASS 2 THE OLD SCHOOL 5/15/96 Owned 2060 World
181431 ROCK THA BASS 5/15/96 Owned 2060 World
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<TABLE>
<CAPTION>
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number description date
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<S> <C> <C> <C> <C> <C>
181441 *BACK 2 THA OLD SCHOOL:V2 7/15/96 Owned 2060 World
181451 *BASS CRIMES 7/15/96 Owned 2060 World
181461 *GHOSTTOWN DJ'S FRANTIC 10/15/96 Owned 2060 World
181491 BOO JAMZ:SUPAQUAD 5/15/97 Owned 2060 World
181501 BASS HEADZ:2 DISC 3/15/97 Owned 2060 World
181511 BASS TRIP:2 DISC 3/15/97 Owned 2060 World
181521 BASS CREATIONS VOL 2 4/15/97 Owned 2060 World
181531 PHASE BASS 4/15/97 Owned 2060 World
181541 BASS MIXX:2 DISC SET 7/15/97 Owned 2060 World
181551 BASS ASYLUM:2 DISC SET 7/15/97 Owned 2060 World
183011 BROADWAY-RODGERS & HAMMERSTEIN 9/15/92 Owned 2065 World
183021 BROADWAY-ANDREW LLOYD WEBBER 9/15/92 Owned 2065 World
183031 BROADWAY-KERN,GERSHWIN,BERNSTE 9/15/92 Owned 2065 World
183041 BROADWAY-LA CAGE,CHORUS LINE 9/15/92 Owned 2065 World
183051 BROADWAY-FIDDLER, FUNNY GIRL 9/15/92 Owned 2065 World
183061 BROADWAY-LERNER & LOWE 9/15/92 Owned 2065 World
183071 BROADWAY-OKLAHOMA,CAROUSEL&FLO 9/15/93 Owned 2065 World
183081 BDWAY-GUYS&DOLLS,HELLO DOLLY&C 9/15/93 Owned 2065 World
183091 INT BDWAY:WITH ONE LOOK: 11/15/96 Owned 2060 World
183101 INT BDWAY:NIGHT AND DAY 11/15/96 Owned 2060 World
183111 INT BDWAY:MY FAVORITE THINGS 11/15/96 Owned 2060 World
183121 INT BDWAY:SINGIN IN THE RAIN 11/15/96 Owned 2060 World
184011 HLWD:SEX & SEDUCTION 7/15/94 Owned 2065 World
184021 HLWD:FINAL FRONTIER 7/15/94 Owned 2065 World
184031 HLWD:GREAT EPICS 7/15/94 Owned 2065 World
184041 HLWD:WAR IS HELL 7/15/94 Owned 2065 World
184051 HLWD:WILD WESTERNS 7/15/94 Owned 2065 World
184061 HLWD:MUSIC FOR MURDER 7/15/94 Owned 2065 World
184071 HLWD:HEARTSTRINGS 7/15/95 Owned 2065 World
184081 HLWD:FINE ROMANCE 7/15/95 Owned 2065 World
189011 FRANCE INTERNATIONAL 3/15/95 Owned 2065 World
189021 ITALY INTERNATIONAL 3/15/95 Owned 2065 World
189031 GERMANY INTERNATIONAL 3/15/95 Owned 2065 World
189041 SPAIN INTERNATIONAL 3/15/95 Owned 2065 World
189051 MEXICO INTERNATIONAL 3/15/95 Owned 2065 World
189061 CARIBBEAN INTERNATIONAL 3/15/95 Owned 2065 World
189071 SCOTLAND INTERNATIONAL 3/15/95 Owned 2065 World
189081 IRELAND INTERNATIONAL 3/15/95 Owned 2065 World
189091 ISREAL INTERNATIONAL 3/15/95 Owned 2065 World
189101 GREECE INTERNATIONAL 3/15/95 Owned 2065 World
189111 HAWAII INTERNATIONAL 3/15/95 Owned 2065 World
189121 JAPAN INTERNATIONAL 3/15/95 Owned 2065 World
191051 JANIE FRICKE 7/15/91 Owned 2065 World
191101 ROY CLARK - FAVORITE HYMNS 7/15/93 Owned 2065 World
191121 GATLIN CHRISTMAS 6/25/96 Owned 2065 World
191141 JOHNNY RODRIGUEZ RUN FOR BORDE 8/15/93 Owned 2065 World
191171 ZION CHOIR:THE SOUNDS OF ZION 5/15/94 Owned 2065 World
191181 KATHY MEYER:A SAFE PLACE 2/15/94 Owned 2065 World
191191 HEAVEN SENT 2/15/94 Owned 2065 World
191211 EDDY RAVEN 5/15/94 Owned 2065 World
191221 BANJOMANIA! 5/15/94 Owned 2065 World
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<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C> <C>
191231 THE GATLIN BROS: COOL WATER 5/15/94 Owned 2065 World
191241 EDWIN HAWKINS:KINGS & KINGDOMS 5/15/94 Owned 2065 World
191271 VICKIE WINANS 7/15/94 Owned 2065 World
191281 IONA LOCKE:LETS GET IT ON 10/15/94 Owned 2065 World
191291 8:SALT OF THE EARTH:ORDER MY S 8/15/94 Owned 2065 World
191301 BANJOMANIA CHRISTMAS 6/25/96 Owned 2060 World
191331 8:FLORIDA MASS CHOIR:HOLY 10/15/94 Owned 2065 World
191351 GATLINS BOX SET 8/15/94 Owned 2065 World
191411 RONNIE JAMES 1/15/95 Owned 2070 World
191431 MICHAEL SCOTT & OUTREACH CHOIR 2/15/95 Owned 2065 World
191441 SLIM & THE SUPREME ANGELS 2/15/95 Owned 2065 World
191451 WILLIAM BECTON 4/15/95 Owned 2065 World
191471 MIGHTY CLOUDS OF JOY - POWER 4/15/95 Owned 2065 World
191481 KANSAS:FREAKS OF NATURE 4/15/95 Owned 2065 World
191491 EXILE 4/15/94 Owned 2065 World
191501 SONS OF BEACHES:BELLAMY BROS 5/15/95 Owned 2065 World
191531 DAN SEALS 6/15/95 Owned 2065 World
191551 I FEEL GOOD: MYRA WALKER SINGR 6/15/95 Owned 2065 World
191561 MY TRIBUTE:MYRA WALKER SINGERS 6/15/95 Owned 2065 World
191571 LEAD ME:DALLAS FT WORTH CHOIR 6/15/95 Owned 2070 World
191611 NJ MASS WITH DONNIE HARPER 7/15/95 Owned 2065 World
191621 B CHASE WILLIAMS WITH SHABACH 9/15/95 Owned 2065 World
191631 JAMES HALL COMMUNITY CHOIR 9/15/95 Owned 2065 World
191641 IONA LOCKE 9/15/95 Owned 2065 World
191661 KATHY MEYER 1/15/96 Owned 2065 World
191671 SOUNDS OF THE SPRIRT:GMWA 1/15/96 Owned 2065 World
191681 OH HAPPY DAY:MYRA WALKER SINGE 1/16/97 Owned 2065 World
191691 *DELEON RICHARDS:ITS MY LIFE 3/15/96 Owned 2065 World
191701 MYRA WALKER:PRECIOUS LORD 1/16/97 Owned 2065 World
191741 MICHAEL STANLEY:COMING UP FOR 2/15/96 Owned 2070 World
191761 P.AMOUR:MIDDLE OF A MIRACLE 5/14/96 Owned 2060 World
191771 *OL' SCHOOL:OHIO PLAYERS 3/15/96 Owned 2071 World
191781 ANTHONY HILL:A MESSAGE TO JESU 5/14/96 Owned 2060 World
191801 MICHAEL SCOTT 8/15/96 Owned 2060 World
191821 *CAMEO:NASTY 7/15/96 Owned 2071 World
191831 *THE GAP BAND:LIVE AND WELL 6/15/96 Owned 2071 World
191901 *TOGETHER AS ONE:SLIM & M.CLOU 6/15/96 Owned 2071 World
192141 BAILLIE & THE BOYS:AROUND THE 9/15/96 Owned 2071 World
192151 JACK JEZZRO:NASHVILLE PLAYERS 10/15/96 Owned 2071 World
192181 SALT OF THE EARTH:COME LETS WO 9/15/96 Owned 2071 World
192201 *CONFUNKSHUN:LIVE FOR YA A** 8/15/96 Owned 2071 World
192221 *EDGAR WINTER:THE REAL DEAL 7/15/96 Owned 2071 World
192231 VOICES OF THE VALLEY 7/15/96 Owned 2071 World
192241 SLIM & ANGELS:NOBODY BUT YOU 9/15/96 Owned 2071 World
192261 MIGHTY CLOUDS:LIVE IN CHARLEST 11/15/96 Owned 2071 World
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<CAPTION>
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<S> <C> <C> <C> <C> <C>
192341 LIVE AT GMWA 96:MERCY THAT SUI 11/15/96 Owned 2071 World
192371 OH HAPPY DAY REUNION:E.HAWKINS 1/15/97 Owned 2071 World
192381 ON & ON:JENNIFER HOLLIDAY 1/16/97 Owned 2071 World
192391 ZION 1/16/97 Owned 2071 World
192401 CLOSEST FRIENDS:HEAVEN SENT 1/16/97 Owned 2071 World
192411 KINGS & KINGDOMS:EDWIN HAWKINS 1/16/97 Owned 2071 World
192421 HOLY:FLORIDA MASS CHOIR 1/16/97 Owned 2071 World
192431 LEAD ME:DFW MASS CHOIR 1/16/97 Owned 2071 World
192441 SEND YOUR RAIN:NJ MASS CHOIR 1/16/97 Owned 2071 World
192471 TM YOUTH CHOIR 2/15/97 Owned 2071 World
192571 WE REMEMBER HIM 1/15/97 Owned 2071 World
192591 GOOD NEWS GROOVE 2/15/97 Owned 2071 World
192671 DAZZ BAND 5/15/97 Owned 2071 World
192681 STOP THE GUNFIGHT:TRAPP.2PAC,N 972015 Owned 2071 World
192701 PG:STOP THE GUNFIGHT:TRAPP,2PA 4/22/97 Owned 2071 World
192741 TRIP ON X 6/15/97 Owned 2071 World
192761 R MCDOWELL:ELVIS:TRIBUTE TO TH 6/15/97 Owned 2071 World
192811 LAKESIDE:INVASION 8/26/97 Owned 2071 World
192841 GEORGE CLINTON:LIVE&KICKIN 2 9/15/97 Owned 2071 World
192871 MICHAEL JOHNSON:ON & ON 8/15/97 Owned 2071 World
192881 EDDIE RABBITT:BEATIN THE ODDS 9/15/97 Owned 2071 World
192891 DUELING BANJOMANIA 10/15/97 Owned 2071 World
193011 CROSSROADS-JANIE FRICKE 8/15/92 Owned 2065 World
193021 ROY CLARK 3/15/96 Owned 2065 World
193031 MEL MCDANIEL 4/15/93 Owned 2065 World
193041 JANIE FRICKE 4/15/93 Owned 2065 World
193051 LARRY GATLIN 4/15/93 Owned 2065 World
193061 MICKEY GILLEY 4/15/93 Owned 2065 World
193091 MICKEY GILLEY VOL. 2 1/15/94 Owned 2065 World
193211 COUNTRY POLKATIME 3/15/96 Owned 2071 World
193261 EDDY RAVEN 7/15/96 Owned 2071 World
193271 JOHNNY RODRIQUEZ 7/15/96 Owned 2071 World
193281 MEL MCDANIEL 7/15/96 Owned 2071 World
193291 DIXIELAND 7/15/96 Owned 2071 World
193301 MOE BANDY: ACT NATURALLY 10/15/97 Owned 2071 World
195091 MUSIC FACTORY:DANCE TRIP 2000 2/15/97 Owned 2071 World
195131 MUY CALIENTE 9/23/97 Owned 2071 World
195151 BIG BAND DANCE MIX 4/15/97 Owned 2071 World
196021 CARMINE 1/15/94 Owned 2071 World
196031 WENDY BUCKLEW:PAINTING SIDEWAL 8/15/94 Owned 2065 World
196061 THE GRAPES 1/15/95 Owned 2065 World
199921 B CHASE WILLIAMS Owned 2071 World
199931 VICKIE WINANS Owned 2071 World
199941 BRONX MASS Owned 2071 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 18
<PAGE>
INTERSOUND
Releases
12/2/97 through 07/28/98
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
NUMBER DESCRIPTION RELEASE LICENSE TERM TERRITORY
DATE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
3594 Taliesin Anthem 12/30/97 Own Perpetuity World
1431 Passion Volume 2 1/6/98 Own Perpetuity World
1426 George Mann, Piano - Sensual Classics 1/6/98 Own Perpetuity World
3596 Peter Nero - All the Things You Are 1/27/98 Own Perpetuity World
3587 Broadway's Greatest Hits-Paul Freeman-Orchestra of the Americas 1/27/98 Own Perpetuity World
3598 Broadway's Greatest Hits-Paul Freeman-Orchestra of the Americas 1/27/98 Own Perpetuity World
3588 Hollywood's Greatest Hits-Bill Broughton-Orchestra of the Americas 1/27/98 Own Perpetuity World
3599 Hollywood's Greatest Hits-Bill Broughton-Orchestra of the Americas 1/27/98 Own Perpetuity World
8159 Power Dance 1/27/98 Own Perpetuity World
8161 Thee Underground Kingdom - Kram 2/24/98 Own Perpetuity World
3621 Symphonies: The Greatest Hits 2/24/98 Own Perpetuity World
3622 Piano: The Greatest Hits 2/24/98 Own Perpetuity World
9296 Jo-El Sonnier - Here to Stay 2/24/98 Own Perpetuity World
9333 TG Sheppard Live 2/24/98 Own Perpetuity World
9331 Hot County Hits Volume 1 2/24/98 Own Perpetuity World
9332 Hot County Hits Volume 2 2/24/98 Own Perpetuity World
9291 Bring on Da Funk Vol 1 - George Clinton, Cameo, Dazz Band and More 2/24/98 Own Perpetuity World
9292 Bring on Da Funk Vol 2 - Ohio Players, Lakeside, ConFunkShun and More 2/24/98 Own Perpetuity World
9293 Bring on Da Funk Vol 3 - Gap Band, George Clinton, Dazz Band and More 2/24/98 Own Perpetuity World
9294 Bring on Da Funk Vol4 - Lakeside, ConFunkShun and More 2/24/98 Own Perpetuity World
9298 Lynn Anderson - Latest and Greatest 3/31/98 Own Perpetuity World
8129 Mike City - Body 3/31/98 Own Perpetuity World
3702 Gary Motley - Echoes of Ella 3/31/98 Own Perpetuity World
9531 Mariner - Amphibian 4/28/98 Own Perpetuity World
8128 Mike City - Body 4/28/98 Own Perpetuity World
8915 The Music of South America - Los Amigos 4/28/98 Own Perpetuity World
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
NUMBER DESCRIPTION RELEASE LICENSE TERM TERRITORY
DATE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
8916 The Music of Oktoberfest! The Bavarian Oktoberfest Band 4/28/98 Own Perpetuity World
4624 The Best of Louis Armstrong - First Choice 4/28/98 Own Perpetuity World
4625 The Best of Al Jolson - First Choice 4/28/98 Own Perpetuity World
4626 The Best of Benny Goodman - First Choice 4/28/98 Own Perpetuity World
4627 The Best of Harry James - First Choice 4/28/98 Own Perpetuity World
4623 Music From Titanic - American Film Orchestra 4/28/98 Own Perpetuity World
9533 Duke Mushroom Presents Mellowtron Drum-n-Basics 6/2/98 Own Perpetuity World
3578 Echoes of Billy Holiday 6/2/98 Own Perpetuity World
8128 Mike City - City Limits 6/2/98 Own Perpetuity World
1734 Music for Entertaining 6/2/98 Own Perpetuity World
1735 Relaxing With The Classics 6/2/98 Own Perpetuity World
1736 An Evening With Beethoven 6/2/98 Own Perpetuity World
1737 An Evening With Mozart 6/2/98 Own Perpetuity World
4628 Titanic and Other Move Hits 0 America Film Orchestra 6/2/98 Own Perpetuity World
4631 Summer Jammin' 6/2/98 Own Perpetuity World
4629 Annie Laurie and Other Celtic Ballads 6/2/98 Own Perpetuity World
4630 Round the House! Budd O'Reillly Band 6/2/98 Own Perpetuity World
9339 All Star Booty Mix - Various 6/23/98 Own Perpetuity World
9338 Dazz Band - Here We Go Again 6/23/98 Own Perpetuity World
9288 From the Heart - Last Recordings of Eddie Rabbitt 6/23/98 Own Perpetuity World
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
EXHIBIT C
TO SCHEDULE 10.14
PLATINUM ENTERTAINMENT, INC.
TRADEMARKS
REGISTERED U.S TRADEMARKS
<TABLE>
<CAPTION>
NAME REGISTRATION NO.
- ---- ----------------
<S> <C>
CGI Records, Inc. 1838585
River North Records, Inc. 1814760
Light Records, Inc. 1932514
Nobody's Gonna Knock My Sox Off 1956751
After Hours 1793475
America's 'Pops' 1535955
Branson Entertainment 1776112
(Suppl. Register)
Cinedisc 1513405
Classical Heritage 1790951
Classics for Joy (Stylized) 1102560
Counter Culture 1856632
Design of Clef 1075865
Direct to Digital 1548067
First Choice & Design 1811457
Intersound 1803152
Intersound Entertainment 1888285
Maxiplay 1457272
Musicmate 1472957
Orchestra of the Americas 1783707
Pro-Arte 1198554
Projazz (Stylized) 1465290
Quitessence & Design 1096575
Reflections 1858398
<CAPTION>
PENDING TRADEMARK APPLICATIONS
NAME REGISTRATION NO.
<S> <C>
So-Lo Jam Pending
Booty Mix Pending
Concert @ Home Pending
11
<PAGE>
<CAPTION>
PENDING TRADEMARK APPLICATIONS
NAME REGISTRATION NO.
<S> <C>
Retro Lunchbox Pending
Taliesin Orchestra Pending
Flying Tart Pending
</TABLE>
REGISTERED STATE TRADEMARKS
<TABLE>
<CAPTION>
COUNTRY NAME REGISTRATION NO.
<S> <C> <C>
Minnesota America's 'Pops' 13330
Minnesota Audio + and Design 14024
Minnesota Direct to Digital 13991
Minnesota Musicmate & Design 12350
<CAPTION>
REGISTERED FOREIGN TRADEMARKS
COUNTRY NAME REGISTRATION NO.
<S> <C> <C>
Canada Branson Entertainment 422280
Canada Cinedisc 351987
Canada Classics for Joy 303754
Canada Intersound 425431
Canada Intersound Entertainment TMA 426,545
Canada Pro-Art 268632
Japan Pro-Art 1991188
<CAPTION>
PENDING FOREIGN TRADEMARK APPLICATIONS
COUNTRY NAME REGISTRATION NO.
<S> <C> <C>
Canada So-Lo Jam Pending
</TABLE>
12
<PAGE>
EXHIBIT C
SCHEDULE
10.14
INTELLECTUAL PROPERTY
TRADEMARK LICENSE: Pursuant to the House of Blues Joint Venture, Borrower has
a license to use the "House of Blues" name, service mark and trademark.
<PAGE>
EXHIBIT D(i)
Schedule 10.14
<TABLE>
<CAPTION>
PLATINUM MASTERS
- ----------------------------------------------------------------------------------------------------------------------------------
REVERSION LICENSE
SELECTION PRJ # TITLE ARTIST SR # SR DATE DATE REVERSION DATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
2022 1010 Christmas Gift of Love Various EXCLUSIVE LICENSE 2004
41014 909 Songs From Ablion 3 (lease)(REX) Johnson, Jeff EXCLUSIVE LICENSE 1998
42000 926 Blue Belly Sky (lease) (REX) Waiting EXCLUSIVE LICENSE 1998
43001 908 Songs From Ablion 2 (lease)(REX) Johnson, Jeff EXCLUSIVE LICENSE 1998
45010 905 Isle of Dreams (lease) (REX) Johnson, Jeff EXCLUSIVE LICENSE 1999
611452 814 Back To Gospel Various EXCLUSIVE LICENSE 1998
611752 865 Watching The River Run Messina, Jim EXCLUSIVE LICENSE 2001
611922 861 Fallen Angel Warren, Jamie EXCLUSIVE LICENSE 2006
612192 881 This Is The Day (lease) Whitman, Walt EXCLUSIVE LICENSE 2001
612202 883 Live And Blessed (lease) Whitman, Walt EXCLUSIVE LICENSE 2001
612212 882 We Are One (lease) Whitman, Walt EXCLUSIVE LICENSE 2001
690053 870 Saturday Nite Sing (Video) Various EXCLUSIVE LICENSE (OPEN)
6519921 Holy Bible - Old Testament Statler Brothers EXCLUSIVE LICENSE 1998
6520021 Holy Bible - New Testament Statler Brothers EXCLUSIVE LICENSE 1998
997 Untitled (HOB) Barksdale, Becky EXCLUSIVE LICENSE 2001
885 Undivided Soul Emit Ridge EXCLUSIVE LICENSE 2001
907 Songs From Ablion 1 (lease)(REX) Johnson, Jeff EXCLUSIVE LICENSE 1998
894 On Air Parsons, Alan EXCLUSIVE LICENSE 2003
884 Sing Children Sing (Lease) Whitman, Walt EXCLUSIVE LICENSE 2001
878 One Way Wiggins, Allen EXCLUSIVE LICENSE 2002
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT D(i)
Schedule 10.14
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
103971 SCOTT JOPLINS GREATEST HITS 5/15/88 Exclusive License 8/31/97 World
104311 'CHEEK TO CHEEK' ASTAIRE 7/15/88 Non-Exclusive License 2055 World
104321 'PENNIES FROM HEAVEN' CROSBY 7/15/88 Non-Exclusive License 2055 World
104331 S'WONDERFUL-GEORGE GERSHWIN 10/15/88 Non-Exclusive License 2055 World
104361 MAMMY AL JOLSON 10/15/88 Non-Exclusive License 2055 World
104371 PAPER MOON PAUL WHITEMAN 10/15/88 Non-Exclusive License 2055 World
104381 'MA CHERIE' - CHEVALIER 2/15/89 Non-Exclusive License 2055 World
104391 I WISH YOU WERE - ARMSTRONG 2/15/89 Non-Exclusive License 2055 World
104401 BOO BOO BE DOOP - BETTY BOOP 10/15/88 Non-Exclusive License 2055 World
104461 THE BEATLES BOOK-HARNOY 8/15/89 Exclusive License Sell Off World
104511 'BROADWAY BAROQUE'-JOHN ARPIN 2/15/90 Exclusive License 8/31/97 World
104551 AMAZING GRACE-40TH HIGHLANDERS 5/15/89 Exclusive License 8/31/97 World
104571 POCKETFUL OF DREAMS - CROSBY 10/15/89 Non-Exclusive License 2065 World
104581 'A FINE ROMANCE'-ASTAIRE 6/15/89 Non-Exclusive License 2065 World
104591 'VAGABOND LOVER' - RUDI VALLE 10/15/89 Non-Exclusive License 2065 World
104601 'MAKIN WHOOPEE'-CANTOR/BRICE 6/15/89 Non-Exclusive License 2065 World
104731 'YOU'RE THE TOP' - MERMAN 1/15/90 Non-Exclusive License 2065 World
104761 'IRELAND MY IRELAND'-MCCORMACK 1/15/90 Non-Exclusive License 2065 World
104811 MARIA CALLAS LIVE 5/15/90 Exclusive License 8/31/97 World
104821 'MOOD INDIGO'-ELLINGTON 6/15/89 Non-Exclusive License 2065 World
104831 'LEGENDARY ENTERTAINERS' 9/15/89 Non-Exclusive License 2065 World
104841 'LEGENDARY BANDS OF THE 20'S' 9/15/89 Non-Exclusive License 2065 World
104851 'LEGENDARY BANDS OF THE 30'S' 9/15/89 Non-Exclusive License 2065 World
104861 'BROTHER CAN YOU SPARE A DIME' 9/15/89 Non-Exclusive License 2065 World
104871 KINGS OF RAGTIME-ARPIN 8/15/89 Exclusive License 8/31/97 World
104891 20 LEGENDARY TENORS 5/15/90 Exclusive License 8/31/97 World
104901 'JAZZ ME BLUES'/BIX BIEDERBECK 10/15/89 Non-Exclusive License 2065 World
104911 'ROSE MARIE' - NELSON EDDY 10/15/89 Non-Exclusive License 2065 World
105031 ASPECTS OF WEBBER:BBC CONCERT 6/15/89 Exclusive License Sell Off US
105051 DICK TRACY - CRIMESTOPPER 6/15/90 Non-Exclusive License 2065 World
105061 ANDREW SISTERS;VARIOUS 7/15/90 Non-Exclusive License 2065 World
105071 HARRY JAMES;VARIOUS 7/15/90 Non-Exclusive License 2065 World
105081 DORSEY BROTHERS;VARIOUS 7/15/90 Non-Exclusive License 2065 World
105091 HOLLYWOOD SINGS;VARIOUS 7/15/90 Non-Exclusive License 2065 World
105151 MUSIC OF CAKEWALK:JOHN ARPIN 8/15/90 Exclusive License 8/31/97 World
105161 SPIKE JONES; VARIOUS 9/15/90 Non-Exclusive License 2065 World
105171 MARLENE DIETRICH; VARIOUS 9/15/90 Non-Exclusive License 2065 World
105181 KATE SMITH; VARIOUS 9/15/90 Non-Exclusive License 2065 World
105191 CLASSICS AND ALL THE JAZZ 9/15/90 Non-Exclusive License 2065 World
105251 BACH ON BROADWAY 10/15/90 Exclusive License 8/31/97 World
105481 LEGENDS-STARS OF THE 30'S 2/15/91 Exclusive License 8/31/97 World
105491 LEGENDS - DJANGO RHEINHART 2/15/91 Non-Exclusive License 2065 World
105501 LEGENDS - BOSWELL SISTERS 2/15/91 Non-Exclusive License 2065 World
105511 SHOSTAKOVITCH FILM MUSIC 2/15/91 Exclusive License 8/31/97 World
105531 LEGENDS - HAL KEMP 6/15/91 Non-Exclusive License 2065 World
105541 LEGENDS - BUNNY BERIGAN 6/15/91 Non-Exclusive License 2065 World
105551 LEGENDS - INK SPOTS 6/15/91 Non-Exclusive License 2065 World
105571 TOUCH OF ART-ART FERRANTE 2/15/91 Exclusive License Sell Off World
105581 LEGENDS - KING COLE TRIO 6/15/91 Non-Exclusive License 2065 World
105591 CONEY ISLAND BABY 4/15/91 Exclusive License 1/1/01 World
105621 JOPLIN:KING OF RAGTIME;ARPIN 1/13/92 Exclusive License 8/31/97 World
105651 CATHERINE WILSON 9/15/91 Exclusive License 8/30/01 World
105661 AMERICAN SPEECHES 6/15/91 Exclusive License 8/31/97 World
105671 SPEECHES OF WINSTON CHURCHILL 6/15/91 Exclusive License 8/31/97 World
105681 PROJECTIONS - MAC FRAMPTON 6/15/91 Exclusive License Sell Off World
105851 FRENCH CONNECTION 1/15/92 Exclusive License 8/31/97 World
105901 GLENN MILLER:IN THE MOOD 9/15/91 Non-Exclusive License 2065 World
105911 TOMMY DORSEY:BOOGIE WOOGIE 9/15/91 Non-Exclusive License 2065 World
105921 GUY LOMBARDO:AULD LANG SYNE 9/15/91 Non-Exclusive License 2065 World
105951 THE ENGLISH TUBA 3/15/92 Exclusive License 8/31/97 World
107381 WARM VALLEY - JOE HENDERSON 1/15/94 Exclusive License 10/15/96 World
107411 BACKSTREET 9/6/94 Exclusive License 9/23/97 World
107421 DR. BOMBAY 10/15/94 Exclusive License 9/23/97 World
108011 BACH'S GREATEST HITS:MAXIPLAY 1/15/86 Non-Exclusive License 2055 World
108041 MAXI,WAGNER,LISZT, TCHAIKOSKY 7/15/86 Non-Exclusive License 2055 World
108071 MOZART'S GREATEST HITS:MAXIPLY 2/15/86 Non-Exclusive License 2055 World
108081 STRAUSS' GREATEST HITS:MAXIPLY 7/15/86 Non-Exclusive License 2055 World
108091 TCHAIKOVSKY'S GREATEST HITS:MA 7/15/86 Non-Exclusive License 2055 World
108101 HANDEL'S GREATEST HITS:MAXI 1/15/87 Non-Exclusive License 2055 World
108111 GREIG'S GREATEST HITS:MAXIPLAY 1/15/87 Non-Exclusive License 2055 World
108121 BEST OF THE RUSSIANS:MAXIPLAY 1/15/87 Non-Exclusive License 2055 World
108131 WORLD'S GREATEST OVERTURES:MAX 1/15/87 Non-Exclusive License 2055 World Extendable at Intersound's Option
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
108141 GERSHWINS GREATEST HITS 7/15/87 Non-Exclusive License 2055 World
108151 MENDELSSOHNS GREATEST HITS 7/15/87 Non-Exclusive License 2055 World
108161 VIVALDI'S GREATEST HITS 7/15/87 Non-Exclusive License 2055 World
108171 GREATEST HITS OF 1750 7/15/87 Non-Exclusive License 2055 World
108181 MOSTLY MOZART;GREATEST HITS 7/15/87 Non-Exclusive License 2055 World
108191 WORLD'S GREATEST WALTZES 2/15/88 Non-Exclusive License 2055 World
108201 BEETHOVEN'S GREATEST HITS 2/15/88 Non-Exclusive License 2055 World Extendable at Intersound's Option
108211 WORLD'S GREATEST MARCHES 7/15/86 Non-Exclusive License 2055 World
108221 WORLD'S GREATEST DANCES 2/15/88 Non-Exclusive License 2055 World
108231 BRAHM'S GREATEST HITS 2/15/88 Non-Exclusive License 2055 World
108241 CHOPINS GREATESTHITS 6/15/88 Non-Exclusive License 2055 World
108251 WAGNERS GREATEST HITS 6/15/88 Non-Exclusive License 2055 World
108261 WORLDS GREATESTVIOLIN CONCERT 6/15/88 Non-Exclusive License 2055 World
108271 WORLDS GREATEST PIANO CONCERTO 6/15/88 Non-Exclusive License 2055 World
108281 DVORAKS GREATESTHITS 5/15/88 Non-Exclusive License 2055 World
108301 WORLDS GREATEST MELODIES 9/15/88 Non-Exclusive License 2055 World
108311 GREATEST HITS OF TRUMPET 9/15/88 Non-Exclusive License 2055 World
108321 BEETHOVEN FESTIVAL HITS 5/15/88 Non-Exclusive License 2055 World Extendable at Intersound's Option
108331 GREATEST HITS OF THE ORGAN 9/15/88 Non-Exclusive License 2055 World
108341 CLASSICAL MUSIC FOR PEOPLE 9/15/88 Non-Exclusive License 2055 World
108351 GREATEST HITS OF ALL 9/15/88 Non-Exclusive License 2055 World Extendable at Intersound's Option
108361 AMERICA'S GREATEST HITS 3/15/89 Non-Exclusive License 2055 World
108371 FRANCE'S GREATEST HITS 3/15/89 Non-Exclusive License 2055 World
108381 AT THE MOVIES 3/15/89 Non-Exclusive License 2055 World
108391 AT THE POPS 3/15/89 Non-Exclusive License 2055 World
108441 CHRISTMAS LEGENDS 6/15/89 Non-Exclusive License 2055 World
108451 'AT THE OPERA' 6/15/89 Non-Exclusive License 2055 World Extendable at Intersound's Option
108471 MORE CLASS HATE CLASS 6/15/89 Non-Exclusive License 2055 World
108481 BERLIOZ GREATEST HITS 6/15/89 Non-Exclusive License 2055 World
108491 'AT THE BALLET' 6/15/89 Non-Exclusive License 2055 World Extendable at Intersound's Option
108501 RUSSIA'S GREATEST HITS 0/15/89 Non-Exclusive License 2055 World Extendable at Intersound's Option
108511 VIENNA'S GREATEST HITS 0/15/89 Non-Exclusive License 2055 World
108521 BIZET'S GREATEST HITS 0/15/89 Non-Exclusive License 2055 World
108531 WORLD'S GREATEST ENCORES 0/15/89 Non-Exclusive License 2055 World
108541 WORLD'S GREATEST SYMPHONIES 0/15/89 Non-Exclusive License 2055 World
108551 GERMANY'S GREATEST HITS 2/15/90 Non-Exclusive License 2055 World
108561 GREATEST HITS FROM AIDA 2/15/90 Non-Exclusive License 2055 World
108571 WORLDS GREATEST PIANO MASTERPIECES 2/15/90 Non-Exclusive License 2055 World
108581 WORLD'S GREATEST CHORUS' 2/15/90 Non-Exclusive License 2055 World
108591 CHRISTMAS AIRS 7/15/90 Non-Exclusive License 2055 World
108601 LA TRAVIATA - GREATEST HITS 6/15/90 Non-Exclusive License 2055 World
108611 FANTASIA'S GREATEST HITS 6/15/90 Non-Exclusive License 2055 World
108621 MOZART AT THE MOVIES 6/15/90 Non-Exclusive License 2055 World
108631 ITALY'S GREATEST HITS 6/15/90 Non-Exclusive License 2055 World
108641 YOUR FAVORITE MOZART 9/15/90 Non-Exclusive License 2055 World
108651 CLASSICS FOR LOVERS 9/15/90 Non-Exclusive License 2055 World
108661 STRAVINSKY'S GREATEST HITS 9/15/90 Non-Exclusive License 2055 World
108671 SHAKESPERE'S GREATEST HITS 9/15/90 Non-Exclusive License 2055 World
108681 GREATEST HITS OF THE BAROQUE 1/15/91 Non-Exclusive License 2055 World
108691 ENGLAND'S GREATEST HITS 1/15/91 Non-Exclusive License 2055 World
108701 SCHUBERT'S GREATEST HITS 6/15/91 Non-Exclusive License 2055 World
108711 HAYDN'S GREATEST HITS 6/15/91 Non-Exclusive License 2055 World
108721 LISZT'S GREATEST HITS 6/15/91 Non-Exclusive License 2055 World
108731 OPERA AT THE MOVIES 6/15/91 Non-Exclusive License 2055 World
108741 SCOTT JOPLIN:ROBERT STRICKLAND 6/15/91 Non-Exclusive License 2055 World
108751 OPERA FOR PEOPLE WHO HATE OPERA 2/15/92 Non-Exclusive License 2055 World
108761 SALONS GREATEST HITS 2/15/92 Non-Exclusive License 2055 World
108771 VERDI'S GREATEST HITS 2/15/92 Non-Exclusive License 2055 World Extendable at Intersound's Option
108781 RACHMANINOFF GREATEST HITS 2/15/92 Non-Exclusive License 2055 World
108791 WORLD'S GREATEST LOVE THEMES 7/15/92 Non-Exclusive License 2055 World
108801 WORLD'S GREATEST HERORS 7/15/92 Non-Exclusive License 2055 World
108811 RAVEL'S GREATEST HITS 7/15/92 Non-Exclusive License 2055 World
108821 PROKOVIEF'S GREATEST HITS 7/15/92 Non-Exclusive License 2055 World
109011 THE BASIC BAROQUE 3/15/89 Non-Exclusive License 2055 World
109021 THE BASIC GERSHWIN 3/15/89 Non-Exclusive License 2055 World
109031 THE BASIC TCHAIKOVSKY 3/15/89 Non-Exclusive License 2055 World
109041 THE BASIC STRAUSS 3/15/89 Non-Exclusive License 2055 World
109051 THE BASIC OVERTURES 3/15/89 Non-Exclusive License 2055 World
109061 THE BASIC MOZART 3/15/89 Non-Exclusive License 2055 World
109071 THE BASIC BEETHOVEN 3/15/89 Non-Exclusive License 2055 World
109081 THE BASIC MARCHES 3/15/89 Non-Exclusive License 2055 World
109091 THE BASIC BACH 3/15/89 Non-Exclusive License 2055 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
109101 BACH:BRANDENBURG CONCERTI 3/15/89 Non-Exclusive License 2055 World
109111 THE BASIC HANDEL 1/15/90 Non-Exclusive License 2055 World
109121 THE BASIC DANCES 1/15/90 Non-Exclusive License 2055 World
109131 THE BASIC BRAHMS 1/15/90 Non-Exclusive License 2055 World
109141 THE BASIC DVORAK 1/15/90 Non-Exclusive License 2055 World
109151 THE BASIC PIANO CONCERTOS 1/15/90 Non-Exclusive License 2055 World
109161 THE BASIC VIOLIN CONCERTOS 1/15/90 Non-Exclusive License 2055 World
109171 THE BASIC TCHAIKOVSKY BALLETS 1/15/90 Non-Exclusive License 2055 World
109181 THE BASIC CHOPIN 1/15/90 Non-Exclusive License 2055 World
109191 THE ESSENTIAL BRAHMS 5/15/90 Non-Exclusive License 2055 World
109201 ESSENTIAL OPERA OVERTURES 5/15/90 Non-Exclusive License 2055 World
109211 THE BASIC MENDELSSOHN 5/15/90 Non-Exclusive License 2055 World
109221 MOZART - BASIC STRING SERENADE 5/15/90 Non-Exclusive License 2055 World
109231 BEETH:SYM 4/7:ENGLISH PHILHARM 7/15/90 Non-Exclusive License 2055 World
109241 MOZART CONCERTOS 7/15/90 Non-Exclusive License 2055 World
109251 BEETH:PIANO CONCERTOS 3/5 7/15/90 Non-Exclusive License 2055 World
109261 BRAHMS SYM 2/3, ACADEMIC 7/15/90 Non-Exclusive License 2055 World
109271 MENDELSSOHN/BRAHMS VIOLIN CONC 7/15/90 Non-Exclusive License 2055 World
109281 TCHAIK:SYM 4/PIANO CON 1/1812 7/15/90 Non-Exclusive License 2055 World
109291 THE BASIC GRIEG;ENGLISH PHIL 7/15/90 Non-Exclusive License 2055 World
109301 THE BASIC HAYDN;ENGLISH PHIL 7/15/90 Non-Exclusive License 2055 World
109311 ROSSINI OVERTURES 3/15/91 Non-Exclusive License 2055 World
109321 BEETHOVEN SONATAS 3/15/91 Non-Exclusive License 2055 World
109331 STRAVINSKY 3/15/91 Non-Exclusive License 2055 World
109341 BEETHOVEN SYMPHONIES 6 & 7 3/15/91 Non-Exclusive License 2055 World
109361 BASIC WAGNER 7/15/91 Non-Exclusive License 2055 World
109371 THE BASIC BIZET 7/15/91 Non-Exclusive License 2055 World
109381 THE BASIC BALLET 7/15/91 Non-Exclusive License 2055 World
109391 THE BASIC RAVEL 11/15/91 Non-Exclusive License 2055 World
109401 THE BASIC MOZART SYMPHONIES 11/15/91 Non-Exclusive License 2055 World
109411 THE BASIC SEASONS 11/15/91 Non-Exclusive License 2055 World
109421 THE BASIC DANCES OF EUROPE 11/15/91 Non-Exclusive License 2055 World
109431 THE BASIC LISZT 6/15/92 Non-Exclusive License 2055 World
109441 THE BASIC BRAHMS PIANO CONCERT 6/15/92 Non-Exclusive License 2055 World
109451 THE BASIC TCHAIK SYM. 2 & 4 6/15/92 Non-Exclusive License 2055 World
109461 THE BASIC SCHUBERT 6/15/92 Non-Exclusive License 2055 World
109471 THE BASIC SYMPHONIES 4/15/93 Non-Exclusive License 2055 World
109481 THE BASIC CHORUSES 4/15/93 Non-Exclusive License 2055 World
109901 DECK THE HALLS 2 DISC SET 7/15/92 Non-Exclusive License 2055 World
109911 WORLD'S GREATEST CAROLS (2DISC 7/15/92 Non-Exclusive License 2055 World
110111 SENTIMENTAL JOURNEY 2 DISC SET 8/15/91 Non-Exclusive License 2055 World
110121 ROARING 20'S 2 DISC SET 8/15/91 Non-Exclusive License 2055 World
110131 FABULOUS 30'S 2 DISC SET 8/15/91 Non-Exclusive License 2055 World
110141 BIG BAND THEMES 2 DISC SET 8/15/91 Non-Exclusive License 2055 World
110171 FERANTE AND TEICHER SET Exclusive License 7/1/96 World
110241 GLENN MILLER: 2 DISC SET 3/15/93 Non-Exclusive License 2055 World
110251 BENNY GOODMAN: 2 DISC SET 3/15/93 Non-Exclusive License 2055 World
110261 TOMMY DORSEY: 2 DISC SET 3/15/93 Non-Exclusive License 2055 World
110321 CLASSICS FOR LOVERS 11/16/96 Non-Exclusive License 2055 World
110351 THE KINGS OF SWING (4 DISC) 1/15/96 Non-Exclusive License 2055 World
110401 THE BIG BANDS (4 DISC SET) 1/15/96 Non-Exclusive License 2047 World
110451 THE WAR YEARS (4 DISC SET) 1/15/96 Non-Exclusive License 2047 World
110501 THE GREAT ENTERTAINERS (4 DISC 8/15/93 Non-Exclusive License 2055 World
110751 CLASSICAL MUSIC FOR PEOPLE WHO 12/15/93 Non-Exclusive License 2065 World
110901 THE GREAT ENTERTAINERS:4 DISC 1/15/96 Non-Exclusive License 2047 World
111051 BELLAMY BROS:20 YEARS 8/15/94 Exclusive License 8/14/96 U.S. & Canada
112011 COMPLETE BEETHOVEN SYMPHONIES 5/15/92 Non-Exclusive License 2055 World
112021 MOZART FESTIVAL 5/15/92 Non-Exclusive License 2055 World
112031 TCHAIKOVSKY FESTIVAL 5/15/92 Non-Exclusive License 2055 World
112041 MELODIES OF THE CLASSICS 6/15/92 Non-Exclusive License 2055 World
112051 HANDEL'S GREATEST HITS 4 DISC 8/15/92 Non-Exclusive License 2055 World
112061 PIANO MASTERPIECES 4 DISC SET 8/15/92 Non-Exclusive License 2055 World
112071 JOY TO THE WORLD(5 DISC SET) 8/15/92 Non-Exclusive License 2055 World
112081 BAROQUE FESTIVAL:4 DISC SET 12/15/92 Non-Exclusive License 2055 World
112091 BRAHMS FESTIVAL: 4 DISC SET 12/15/92 Non-Exclusive License 2055 World
112101 CLASSICS FOR LOVERS 5/15/93 Non-Exclusive License 2055 World
112111 CLASSICS GO TO THE MOVIES 5/15/93 Non-Exclusive License 2055 World
112121 CLASSICAL MUSIC FOR PEOPLE:4CD 2/15/94 Non-Exclusive License 2055 World
112131 OPERA FOR PEOPLE WHO HATE:4 CD 2/15/94 Non-Exclusive License 2055 World
112141 CHOPIN: 4 DISC SET 4/15/95 Non-Exclusive License 2055 World
112151 GREAT ORCHESTRAL MASTERPIECES 4/15/95 Non-Exclusive License 2055 World
112161 WORLD'S GREATEST CONCERTOS:5 D 6/15/96 Non-Exclusive License 2055 World
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</TABLE>
Page 3
<PAGE>
Masters Status
<TABLE>
<CAPTION>
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item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
112171 WORLD'S GREATEST SYMPHONIES:5D 6/15/96 Non-Exclusive License 2055 World
112181 GREAT MELODIES OF CLASSICS:4 D 6/15/97 Non-Exclusive License 2055 World
112191 ROMANTIC MELODIES CLASSICS:4 D 6/15/97 Non-Exclusive License 2055 World
112201 CLASSICAL BRUNCH:4 DISC SET 6/17/97 Non-Exclusive License 2055 World
112211 COFFEEHOUSE CLASSICS:4 DISC SE 6/17/97 Non-Exclusive License 2055 World
112261 BACHS GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112271 STRAUSS GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112281 TCHAIKOVSKY'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112291 VIVALDI'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112301 BEETHOVEN'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112311 WORLD'S GREATEST MARCHES 11/15/92 Non-Exclusive License 2055 World
112321 BRAHMS GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112331 BIZET'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112341 GREAT CHORUSES 11/15/92 Non-Exclusive License 2055 World
112351 MOZART & THE MOVIES 11/15/92 Non-Exclusive License 2055 World
112361 GREAT LOVE THEMES 11/15/92 Non-Exclusive License 2055 World
112371 HAYDN'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112381 VERDI'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112391 1812 OVERTURE - TCHAIKOVSKY 11/15/92 Non-Exclusive License 2055 World
112401 RAVEL: BOLERO 11/15/92 Non-Exclusive License 2055 World
112411 MOZART'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112421 WORLD'S GREATEST ENCORES 11/15/92 Non-Exclusive License 2055 World
112431 GREAT ORCHESTRAL MARCHES 11/15/92 Non-Exclusive License 2055 World
112441 BEETHOVEN SYMPHONY #9 11/15/92 Non-Exclusive License 2055 World
112451 TCHAIKOVSKY: NUTCRACKER,SWAN 11/15/92 Non-Exclusive License 2055 World
112501 MUSICAL ODYSSEY 8/11/95 Non-Exclusive License 2055 World
112511 BACH:MAN & HIS MUSIC 7/15/95 Non-Exclusive License 2055 World
112521 BEETHOVEN:MAN & HIS MUSIC:ENHA 8/11/95 Non-Exclusive License 2055 World
112531 BAROQUE:MAN & HIS MUSIC:ENHANC 8/11/95 Non-Exclusive License 2055 World
112541 CHOPIN:MAN & HIS MUSIC:ENHANCE 8/11/95 Non-Exclusive License 2055 World
112551 CLASSICS FOR LOVERS:ENHANCED 8/11/95 Non-Exclusive License 2055 World
112561 TCHAIK:MAN & HIS MUSIC:ENHANCE 8/11/95 Non-Exclusive License 2055 World
112571 MOZART-MAN & MUSIC-ENHANCED CD 8/11/95 Non-Exclusive License 2055 World
112581 PIANO MASTERPIECES:ENHANCED 8/11/95 Non-Exclusive License 2055 World
112591 PUCCINI:MAN & HIS MUSIC:ENHANC 8/11/95 Non-Exclusive License 2055 World
112601 STRAUSS:MAN & HIS MUSIC:ENHANC 8/11/95 Non-Exclusive License 2055 World
113011 BEETHOVEN SYMPHONIES (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113021 MOZART FESTIVAL (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113031 TCHAIKOVSKY FESTIVAL (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113041 CLASSIQUE MELODIES (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113051 HANDEL FESTIVAL (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113061 PIANO MASTERPIECES (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113071 JOY TO THE WORLD (5)(FRENCH) 9/15/92 Non-Exclusive License 2055 World
113081 FIRST NOEL (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113091 DECK THE HALLS (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113101 WHITE CHRISTMAS (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113111 THE NUTCRACKER (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113121 SLEIGH RIDE (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113131 HOLIDAY CLASSICS (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113141 MESSIAH HIGHLIGHTS (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113151 JOY TO THE WORLD (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113161 BAROQUE FESTIVAL (FRENCH) 2/15/93 Non-Exclusive License 2055 World
113171 BRAHMS FESTIVAL (FRENCH) 2/15/93 Non-Exclusive License 2055 World
113181 CLASSICS FOR LOVERS-FRENCH 9/15/93 Non-Exclusive License 2055 World
113191 CLASSICS GO TO THE MOVIES-FREN 9/15/93 Non-Exclusive License 2055 World
113261 BACH'S GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113271 STRAUSS GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113281 TCHAIKOVSKY'S GREATEST HITS/FR 12/15/92 Non-Exclusive License 2055 World
113291 VIVALDI'S GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113301 BEETHOVEN'S GREATEST HITS-FREN 12/15/92 Non-Exclusive License 2055 World
113311 WORLD'S GREATEST MARCHES-FRENC 12/15/92 Non-Exclusive License 2055 World
113321 BRAHMS GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113331 BIZETS GREATEST HITS 2/15/93 Non-Exclusive License 2055 World
113341 GREAT CHORUSES-FRENCH 12/15/92 Non-Exclusive License 2055 World
113351 MOZART & THE MOVIES-FRENCH 12/15/92 Non-Exclusive License 2055 World
113361 GREAT LOVE THEMES-FRENCH 12/15/92 Non-Exclusive License 2055 World
113371 HAYDN'S GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113381 VERDI'S GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113391 1812 OVERTURE - FRENCH 12/15/92 Non-Exclusive License 2055 World
113401 RAVEL: BOLERO - FRENCH 12/15/92 Non-Exclusive License 2055 World
113411 MOZART'S GREATEST HITS 12/15/92 Non-Exclusive License 2055 World
113421 WORLD'S GREATEST ENCORES-FRENC 12/15/92 Non-Exclusive License 2055 World
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</TABLE>
Page 4
<PAGE>
Masters Status
<TABLE>
<CAPTION>
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item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
113431 GREAT ORCHESTRAL MARCHES-FRENC 12/15/92 Non-Exclusive License 2055 World
113441 BEETHOVEN SYM #9 - FRENCH 12/15/92 Non-Exclusive License 2055 World
113451 TCHAIKOVSKY: NUTCRACKER-FRENCH 12/15/92 Non-Exclusive License 2055 World
113481 CELEBRATION - FRENCH 12/15/92 Non-Exclusive License 2055 World
113491 PACHELBEL: CANON - FRENCH 12/15/92 Non-Exclusive License 2055 World
113501 VIVALDI'S FOUR SEASONS - FRENC 12/15/92 Non-Exclusive License 2055 World
113511 BOLERO & OTHER FRENCH FAV-FREN 12/15/92 Non-Exclusive License 2055 World
113521 MOZART'S EINE KLEINE NACH-FREN 12/15/92 Non-Exclusive License 2055 World
113531 BEETHOVEN'S FIFTH - FRENCH 12/15/92 Non-Exclusive License 2055 World
113541 MUSIC OF THE STRAUSS FAMILY-FR 12/15/92 Non-Exclusive License 2055 World
113551 CLASSIC FILM MUSIC-FRENCH 12/15/92 Non-Exclusive License 2055 World
113561 MOZART'S PIANO CONCERTO-FRENCH 12/15/92 Non-Exclusive License 2055 World
113571 BERLIOZ'S SYMPHONIE FANTAS-FRN 12/15/92 Non-Exclusive License 2055 World
113581 TCHAIK: PIANO CONCERTO 1-FRENC 12/15/92 Non-Exclusive License 2055 World
113591 CHOPIN'S 2ND PIANO CON-FRENCH 12/15/92 Non-Exclusive License 2055 World
113601 BRAHMS 4TH SYM - FRENCH 12/15/92 Non-Exclusive License 2055 World
113611 BEETHOVEN'S 9TH - FRENCH 12/15/92 Non-Exclusive License 2055 World
113621 ORFF'S CARMINA BURANA-FRENCH 12/15/92 Non-Exclusive License 2055 World
113631 DEBUSSY'S LA MER - FRENCH 12/15/92 Non-Exclusive License 2055 World
113641 STRAVINSKY'S RITE OF SPRING-FR 12/15/92 Non-Exclusive License 2055 World
113651 DVORAK'S 9TH SYM-FRENCH 12/15/92 Non-Exclusive License 2055 World
113661 RACHMANINOFF PIANO CON-FRENCH 12/15/92 Non-Exclusive License 2055 World
113671 CLASSICS FOR LOVERS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113681 A NIGHT ON BALD MOUNTAIN-FRENC 12/15/92 Non-Exclusive License 2055 World
113691 CHOPIN'S GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113701 GREAT ROMANTIC OVERTURES 4/15/93 Non-Exclusive License 2055 World
113711 TCHAIKOVSKY 1812 OVERTURE 4/15/93 Non-Exclusive License 2055 World
114001 ROARING TWENTIES:4 DISC SET 6/15/97 Non-Exclusive License 2055 World
114051 FABULOUS FORTIES:4 DISC SET 6/15/97 Non-Exclusive License 2055 World
114101 SUNDAY MORNING W/THE TIMES:3 D 8/16/97 Non-Exclusive License 2055 World
114181 CLASSICS FOR KIDS:3 DISC SET 6/15/97 Non-Exclusive License 2055 World
114221 BEST OF BARBERSHOP:3 DISC 7/15/97 Non-Exclusive License 2055 World
114261 ROMANTIC MELODIES PIANO:4 DISC 1/15/98 Non-Exclusive License 2055 World
117051 LEGENDS:4 DISC SET 10/15/96 Non-Exclusive License 2055 World
117251 *WEEKEND CLASSICS:4 DISC SET 8/15/97 Non-Exclusive License 2055 World
117261 *COFFEHOUSE CLASSICS:4 DISC SE 8/15/97 Non-Exclusive License 2055 World
117271 *SUNDAY WITH THE TIMES:4 DISC 8/15/97 Non-Exclusive License 2055 World
117281 *CLASSICS FOR LOVERS:4 DISC SE 8/15/97 Non-Exclusive License 2055 World
117301 *MUSIC OF THE SEASONS:4 DISC S 8/15/97 Non-Exclusive License 2055 World
117311 *DRIVE TIME CLASSICS:4 DISC SE 8/15/97 Non-Exclusive License 2055 World
117321 *BACH AND BAGELS:4 DISC SET 8/15/97 Non-Exclusive License 2055 World
117331 *JOYEAUX NOEL:4 DISC SET 8/15/97 Non-Exclusive License 2055 World
120011 *TCHAIKOVSKY:SYMPHONY #5 12/15/87 Non-Exclusive License 2055 World
120021 WAGNER:OVERTURES 12/15/87 Non-Exclusive License 2055 World
120031 STRAUSS:WALTZES 12/15/87 Non-Exclusive License 2055 World
120041 GERSHWIN:AN AMERICAN IN PARIS 12/15/87 Non-Exclusive License 2055 World
120051 *HANDEL:WATER MUSIC 12/15/87 Non-Exclusive License 2055 World
120061 RIMSKY KORSAKOFF:SCHEREZADE 12/15/87 Non-Exclusive License 2055 World
120071 GREIG:PEER GYNT;HOLBERG 12/15/87 Non-Exclusive License 2055 World
120081 SCHUBERT:SYMPHONY #8 12/15/87 Non-Exclusive License 2055 World
120091 ST SAENS:ORGAN SYMPHONY 12/15/87 Non-Exclusive License 2055 World
120101 BRAHMS:SYMPHONY #2 12/15/87 Non-Exclusive License 2055 World
120111 BEETHOVEN SYMPHONY # 7 12/15/87 Non-Exclusive License 2055 World
120121 TCHAIKOVSKY:SYMPHONY #6 12/15/87 Non-Exclusive License 2055 World
120131 TCHAIKOVSKY:1812 OVERTURE/DA 12/15/87 Non-Exclusive License 2055 World
120141 MOZART:SYMPHONY #40/41 12/15/87 Non-Exclusive License 2055 World
120151 SCHUMANN/CHOPIN:CONCERTOS 12/15/87 Non-Exclusive License 2055 World
120161 ON PARADE:GREAT MARCHES 12/15/87 Non-Exclusive License 2055 World
120171 PACHELBEL:KANON AND OTHER BAR 4/15/88 Non-Exclusive License 2055 World
120181 J.S.BAH:JESU JOY OF MAN'S DE 4/15/88 Non-Exclusive License 2055 World
120191 THE ENTERTAINER-PIANO RAGS BY 4/15/88 Non-Exclusive License 2055 World
120201 BACH ORGAN BOOK;BRUNELLE 4/15/88 Non-Exclusive License 2055 World
120211 VIVALDI:FOUR SEASONS;JAPP SCH 4/15/88 Non-Exclusive License 2055 World
120221 *RAVEL:BOLERO;OFFENBACH:ORPHEU 4/15/88 Non-Exclusive License 2055 World
120231 *TCHAIKOVSKY:ROMEO AND JULIET 4/15/88 Non-Exclusive License 2055 World
120241 MOZART:EINE KLEINE NACTMUSICK 4/15/88 Non-Exclusive License 2055 World
120251 *BEETHOVEN:SYM #5;ROYAL PROMEN 4/15/88 Non-Exclusive License 2055 World
120261 CLASSIC OVERATURES:WILLIAM TE 4/15/88 Non-Exclusive License 2055 World
120271 *TCHAIKOVSKY-NUTCRACKER SUITE 8/15/88 Non-Exclusive License 2055 World
120281 MUSIC OF THE STRAUSS FAMILY 8/15/88 Non-Exclusive License 2055 World
120291 *GREIG:PIANO CONCERTO,HOLBERG 8/15/88 Non-Exclusive License 2055 World
120301 HAYDN:SURPRISE SYMPHONY;MOZART 8/15/88 Non-Exclusive License 2055 World
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</TABLE>
Page 5
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
120311 *WALTZFEST WALTZES BY TCHAIK,S 8/15/88 Non-Exclusive License 2055 World
120321 GREAT MELODIES FROM THE CLASS 8/15/88 Non-Exclusive License 2055 World
120331 *MASTER OF THE BAROQUE:BACH/HA 8/15/88 Non-Exclusive License 2055 World
120341 GREAT OPERA OVERTURES&MARCHES 8/15/88 Non-Exclusive License 2055 World
120351 BRAHMS:TRAGIC OVERTURE 8/15/88 Non-Exclusive License 2055 World
120361 *GREAT ORCHESTRAL DANCES:BRAHM 8/15/88 Non-Exclusive License 2055 World
120371 BACH FAMILY NOTEBOOK 1/15/89 Non-Exclusive License 2055 World
120381 *THE BAROQUE TRUMPET:BACH,TELE 1/15/89 Non-Exclusive License 2055 World
120391 HANDEL:CONCERTI GROSSI OP 6 1/15/89 Non-Exclusive License 2055 World
120401 A LITTLE NIGHT MUSIC 1/15/89 Non-Exclusive License 2055 World
120411 BEETHOVEN:SYM 2;PIANO CONC 2 1/15/89 Non-Exclusive License 2055 World
120421 CONCERT ENCORES:STRAUSS,GREIG, 1/15/89 Non-Exclusive License 2055 World
120431 *GREAT ORCHESTRAL MARCHES 1/15/89 Non-Exclusive License 2055 World
120441 CLASSIC FILM MUSIC;2001,AMADE 1/15/89 Non-Exclusive License 2055 World
120451 MEMORIES OF OLD VIENNA:STRAUS 1/15/89 Non-Exclusive License 2055 World
120461 *BAROQUE BRASS FESTIVAL:VIVALD 1/15/89 Non-Exclusive License 2055 World
120471 MOZART:PIANO CONCERTO #21 8/15/89 Non-Exclusive License 2055 World
120481 *GERSHWIN 'PORGY AND BESS' 8/15/89 Non-Exclusive License 2055 World
120491 MENDELSSOHN:SYMPHONY NO.4 8/15/89 Non-Exclusive License 2055 World
120501 BERLIOZ:SYMPHONY FASTASTIQUE 8/15/89 Non-Exclusive License 2055 World
120511 TCHAIKOVSKY:PIANO CONCERTO #1 8/15/89 Non-Exclusive License 2055 World
120521 *BIZET:CARMEN SUITES 8/15/89 Non-Exclusive License 2055 World
120531 BEETHOVEN:SYMPHONY NO. 3 8/15/89 Non-Exclusive License 2055 World
120541 *WORLD'S GREATEST MARCHES 8/15/89 Non-Exclusive License 2055 World
120551 *LIGHT CAVALRY/GREAT ROMANTIC 8/15/89 Non-Exclusive License 2055 World
120561 BRAHM'S SYMPHONY #4 8/15/89 Non-Exclusive License 2055 World
120581 TCHAIKOVSKY: SYMPHONY #4 8/15/90 Non-Exclusive License 2055 World
120591 MOZART: SYMPHONIES 35 & 40 8/15/90 Non-Exclusive License 2055 World
120611 *BEETHOVEN: SYMPHONY #9 8/15/90 Non-Exclusive License 2055 World
120641 *BRAHMS VIOLIN CONCERTO 8/15/90 Non-Exclusive License 2055 World
120651 BEETHOVEN PIANO CONCERTO 5 8/15/90 Non-Exclusive License 2055 World
120661 TWELVE DAYS IN DECEMBER 8/15/90 Non-Exclusive License 2055 World
120671 A CLASSIC CHRISTMAS 8/15/90 Non-Exclusive License 2055 World
120681 SILENT NIGHT 8/15/90 Non-Exclusive License 2055 World
120691 'HALLELUJAH' 8/15/90 Non-Exclusive License 2055 World
120701 CHRISTMAS BRASS 8/15/90 Non-Exclusive License 2055 World
120711 CAROLS FOR CHRISTMAS 8/15/90 Non-Exclusive License 2055 World
120721 BEETHOVEN: SYMPHONY 4 & 8 2/15/91 Non-Exclusive License 2055 World
120731 MENDELSSOHN VIOLIN CONCERTO 2/15/91 Non-Exclusive License 2055 World
120741 *ORFF - CARMINA BURANA 2/15/91 Non-Exclusive License 2055 World
120751 DVORAK SLAVONIC DANCES 2/15/91 Non-Exclusive License 2055 World
120761 *DEBUSSY LA MER, PRELUDE FAUN 2/15/91 Non-Exclusive License 2055 World
120771 STRAVINSKY:LA SACRE DU PRINTEM 5/15/91 Non-Exclusive License 2055 World
120781 *TRUMPET CONCERTOS 5/15/91 Non-Exclusive License 2055 World
120791 MOZART: SYMPHONIES 36 & 39 5/15/91 Non-Exclusive License 2055 World
120801 MOZART: HORN CONCERTOS 5/15/91 Non-Exclusive License 2055 World
120811 BEETHOVEN: SYM 6, EGMONT 5/15/91 Non-Exclusive License 2055 World
120821 *PASS IN REVIEW 5/15/91 Non-Exclusive License 2055 World
120831 *BACH:BRANDENBERG CON 1-3 11/15/91 Non-Exclusive License 2055 World
120841 *BACH:BRANDENBERGH CON 4-6 11/15/91 Non-Exclusive License 2055 World
120851 *DVORAK'S NINTH 11/15/91 Non-Exclusive License 2055 World
120861 *RACHMANINOFF'S 2ND PIANO CON 11/15/91 Non-Exclusive License 2055 World
120871 BRAHMS SYMPHONY NO. 1 11/15/91 Non-Exclusive License 2055 World
120881 *CLASSICS FOR LOVERS 11/15/91 Non-Exclusive License 2055 World
120891 *A NIGHT ON BALD MOUNTAIN 11/15/91 Non-Exclusive License 2055 World
120901 CHOPIN'S PIANO CONCERTO NO. 1 11/15/91 Non-Exclusive License 2055 World
120911 *HIGHLIGHTS FROM AIDA 11/15/91 Non-Exclusive License 2055 World
120921 *WORLD'S GREATEST CHORUSES 11/15/91 Non-Exclusive License 2055 World
120931 DEBUSSY: FRANCK 3/23/92 Non-Exclusive License 2055 World
120941 MOZART: SINFONIA CONCERTANTE 3/23/92 Non-Exclusive License 2055 World
120951 SERENADE FOR STRINGS 3/23/92 Non-Exclusive License 2055 World
120961 *ROMEO & JULIET 3/23/92 Non-Exclusive License 2055 World
120971 *VIVE LA FRANCE 3/23/92 Non-Exclusive License 2055 World
120981 *BEETHOVEN - SONATAS 3/23/92 Non-Exclusive License 2055 World
120991 BARTOK - PETROUSKA 8/15/92 Non-Exclusive License 2055 World
121001 WORLDS GREAT BALLETS 8/15/92 Non-Exclusive License 2055 World
121011 *CELEBRATION! 8/15/92 Non-Exclusive License 2055 World
121021 HAYDN 8/15/92 Non-Exclusive License 2055 World
121031 MOZART: SYM 40 & 41 4/15/93 Non-Exclusive License 2055 World
121041 *OPERA AT THE MOVIES 4/15/93 Non-Exclusive License 2055 World
121051 LISZT:GREIG - PIANO CONCERTOS 4/15/93 Non-Exclusive License 2055 World
122011 ART OF THE BAROQUE 1/15/93 Non-Exclusive License 2055 World
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</TABLE>
Page 6
<PAGE>
Masters Status
<TABLE>
<CAPTION>
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item item release Master Status Reverts Territory
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<S> <C> <C> <C> <C> <C>
122021 ART OF BACH 1/15/93 Non-Exclusive License 2055 World
122031 ART OF MOZART 1/15/93 Non-Exclusive License 2055 World
122041 ART OF BEETHOVEN 1/15/93 Non-Exclusive License 2055 World
122051 ART OF SYMPHONY 1/15/93 Non-Exclusive License 2055 World
122061 ART OF THE CONCERTO 1/15/93 Non-Exclusive License 2055 World
122071 ART OF TCHAIKOVSKY 1/15/93 Non-Exclusive License 2055 World
122081 ART OF BRAHMS 3/15/93 Non-Exclusive License 2055 World
122091 ART OF DANCE 3/15/93 Non-Exclusive License 2055 World
122101 ART OF THE OVERTURE 3/15/93 Non-Exclusive License 2055 World
122131 MENUS: FRANCE 10/15/93 Non-Exclusive License 2055 World
122141 MENUS: GERMANY 11/15/93 Non-Exclusive License 2055 World
122151 MENUS: ITALY 10/15/93 Non-Exclusive License 2055 World
122161 MENUS: GREECE 11/15/93 Non-Exclusive License 2055 World
122171 MENUS: SPAIN 11/15/93 Non-Exclusive License 2055 World
122181 MENUS: CARIBBEAN 11/15/93 Non-Exclusive License 2055 World
122191 MENUS: CHINA 11/15/93 Non-Exclusive License 2055 World
122201 MENUS: SWITZERLAND 11/15/93 Non-Exclusive License 2055 World
122211 MENUS: MEXICO 11/15/93 Non-Exclusive License 2055 World
122221 MENUS: ISRAEL 11/15/93 Non-Exclusive License 2055 World
125001 CLASSICAL TREASURY:20 CD'S 7/15/95 Non-Exclusive License 2055 World
125011 GREGORIAN CHANT:RENAISSANCE MU 9/16/96 Non-Exclusive License 2055 World
125021 BAROQUE:HANDEL MESSIAH 9/16/96 Non-Exclusive License 2055 World
125031 BAROQUE:BACH:TOCATA & FUGUE 9/16/96 Non-Exclusive License 2055 World
125041 BAROQUE:VIVADLI:THE FOUR SEASO 9/16/96 Non-Exclusive License 2055 World
125051 MOZART EINE KLEINE NACTMUSIC 9/16/96 Non-Exclusive License 2055 World
125061 MOZART:THE MARRIAGE OF FIGARO 9/16/96 Non-Exclusive License 2055 World
125071 MOZART:PIANO CONCERTO #21 9/16/96 Non-Exclusive License 2055 World
125081 BEETHOVEN:EGMONT OVERTURE 9/16/96 Non-Exclusive License 2055 World
125091 BEETHOVEN:MOONLIGHT SONATA 9/16/96 Non-Exclusive License 2055 World
125101 BEETHOVEN:EMPEROR CONCERTO 9/16/96 Non-Exclusive License 2055 World
125111 HAYDN:SYMPHONY NOS 94,100,104 9/16/96 Non-Exclusive License 2055 World
125121 SCHUBERT:SYM #8 9/16/96 Non-Exclusive License 2055 World
125131 ROSSINI:THE BARBER OF SEVILLE 9/16/96 Non-Exclusive License 2055 World
125141 WAGNER;RIDE OF THE VALKYRIES 9/16/96 Non-Exclusive License 2055 World
125151 BIZET:CARMEN SUITE 9/16/96 Non-Exclusive License 2055 World
125161 TCHAIKOVSKY:THE NUTCRACKER SUI 9/16/96 Non-Exclusive License 2055 World
125171 DVORAK:SYMPHONY NO. 9 9/16/96 Non-Exclusive License 2055 World
125181 STRAUSS:RACHMANINOFF 9/16/96 Non-Exclusive License 2055 World
125191 RAVEL:BOLERO DEBUSSY 9/16/96 Non-Exclusive License 2055 World
125201 COPLAND & BERNSTEIN 9/16/96 Non-Exclusive License 2055 World
125211 MOZART:REQUIEM MASS HIGHLIGHTS 9/16/96 Non-Exclusive License 2055 World
125221 BEETHOVEN:SYMPHONY NO. 5 9/16/96 Non-Exclusive License 2055 World
125231 CHOPIN:HIGHLIGHTS 24 PRELUDES 9/16/96 Non-Exclusive License 2055 World
125241 VERDI:RIGOLETTO,AIDA,TROVATORE 9/16/96 Non-Exclusive License 2055 World
125251 STRAUSS JR:BLUE DANUBE,EMPEROR 9/16/96 Non-Exclusive License 2055 World
125261 BRAHMS:SYMPHONY NO. 3 9/16/96 Non-Exclusive License 2055 World
125271 MOUSSORGSKY:PROKOFIEV 9/16/96 Non-Exclusive License 2055 World
125281 TCHAIKOVSKY:SERENADE FOR STRIN 9/16/96 Non-Exclusive License 2055 World
125291 BARTOK/STRAVINSKY/GERSHWIN 9/16/96 Non-Exclusive License 2055 World
125301 ORFF:CARMINA BURANA 9/16/96 Non-Exclusive License 2055 World
125311 BEETHOVEN:SYM NO. 6 8/15/97 Non-Exclusive License 2055 World
125321 NIKOLAI RIMSKY-KORSAKOFF 8/15/97 Non-Exclusive License 2055 World
125331 TCHAIK:ROMEO & JULIET 8/15/97 Non-Exclusive License 2055 World
125341 GRIEG:PIANO CONCERTO 8/15/97 Non-Exclusive License 2055 World
130001 MASTERS-MOZART Non-Exclusive License 2055 World
130051 MASTERS-BACH Non-Exclusive License 2055 World
130101 MASTERS-BEETHOVEN Non-Exclusive License 2055 World
130151 MASTERS-TCHAIKOVSKY Non-Exclusive License 2055 World
130191 MOZART VIOLIN CONCERTOS 4&5 DELETE Non-Exclusive License 2055 World
130201 MASTER-BAROQUE Non-Exclusive License 2055 World
130251 MASTERS-VARIOUS Non-Exclusive License 2055 World
130301 MASTER-VARIOUS Non-Exclusive License 2055 World
130351 MASTERS-MOVIES Non-Exclusive License 2055 World
130601 MASTERS-SYMPHONIES 7/15/91 Non-Exclusive License 2055 World
130651 MUSIC'S MAGICAL MOMENTS 4 DISC 7/15/91 Non-Exclusive License 2055 World
130701 GREAT ORCHESTRAL DANCES 4 DISC 7/15/91 Non-Exclusive License 2055 World
130751 WORLD'S GREAT OVERTURE 4 DISC 7/15/91 Non-Exclusive License 2055 World
130801 WORLD'S GRT COMPOSERS-10 DISC 9/15/93 Non-Exclusive License 2055 World
130911 WORLD'S GRT SYMPHONIES-10 DISC 9/15/93 Non-Exclusive License 2055 World
131021 AMERICAN FESTIVAL DELETE Non-Exclusive License 2055 World
131091 BERNSTEIN-COMPLETE SOLO PIANO DELETE Non-Exclusive License 2055 World
131771 CHOPIN-WALTZES-ARTHUR LIMA DELETE Non-Exclusive License 2055 World
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</TABLE>
Page 7
<PAGE>
Masters Status
<TABLE>
<CAPTION>
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item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
131831 COPLAND-PIANO MUSIC-JAMES TOCO DELETE Non-Exclusive License 2055 World
131981 NEW YORK, NEW YORK-NYCGMC DELETE Non-Exclusive License 2055 World
132131 BACH-BRANDENBURG CONCERTOS456 DELETE Non-Exclusive License 2055 World
132141 VIVALDI-FOUR SEASONS DELETE Non-Exclusive License 2055 World
132181 GREAT BAROQUE ALLEGROS DELETE Non-Exclusive License 2055 World
132251 MOZART-SONATAS-KUIJKEN DELETE Non-Exclusive License 2055 World
132371 DVRAK-AMERICAN QUARTET DELETE Non-Exclusive License 2055 World
132441 GERSHWIN PIANO CONCERTO DELETE Non-Exclusive License 2055 World
132491 COUPERIN-CONCERTS ROYAUX DELETE Non-Exclusive License 2055 World
132541 COUPERIN-APOTHEOSE LULLY-COREL DELETE Non-Exclusive License 2055 World
132871 GREGORIAN CHANTS-RUHLAND DELETE Non-Exclusive License 2055 World
132891 SCARLATTI-SONATAS-LEONHARDT DELETE Non-Exclusive License 2055 World
133021 TANEYEV-SUITE DE CONCERT DELETE Non-Exclusive License 2055 World
133211 I GOT PLENTY OF GERSHWIN DELETE Non-Exclusive License 2055 World
134001 TUNES FROM THE TOONS 10/15/91 Non-Exclusive License 2055 World
134011 THE JOSEPHINE BAKER STORY 1/15/92 Non-Exclusive License 2055 World
134031 AND GOD SING PRAISE 3/15/92 Non-Exclusive License 2055 World
134041 OLD MILL STREAM-BARBERSHOP WIN 3/15/92 Exclusive License 1/1/01 World
134051 BEGIN THE BEGUINE-ARTIE SHAW 3/23/92 Non-Exclusive License 2055 World
134061 ADIOS MUCHACHOS-XAVIER CUGAT 3/23/92 Non-Exclusive License 2055 World
134071 GAY CABALLERO-FRANK CRUMIT 3/23/92 Non-Exclusive License 2055 World
134081 MOTEN SWING - ANDY KIRK 3/15/92 Non-Exclusive License 2055 World
134121 MACDOWELL CONCERTOS 4/15/92 Exclusive License 8/31/97 World
134131 COPLAND & DISCIPLES 4/15/92 Exclusive License 8/31/97 World
134141 DANIEL DOMB CELLO PROJECT 3/23/92 Exclusive License 8/31/97 World
134161 GILBERT/SULLIVAN: MIKADO 7/15/92 Non-Exclusive License 2055 World
134171 GILBERT/SULLIVAN:YEOMAN OF GUA 7/15/92 Non-Exclusive License 2055 World
134181 BENNY GOODMAN 8/15/92 Non-Exclusive License 2055 World
134191 FAT WALLER 8/15/92 Non-Exclusive License 2055 World
134201 JELLY ROLL MORTON 8/15/92 Non-Exclusive License 2055 World
134211 BILLIE HOLIDAY 8/15/92 Non-Exclusive License 2055 World
134221 BEST OF THE HONKY TONK PIANO 8/15/92 Exclusive License 8/31/97 World
134231 BAROQUE BEATLES 8/15/92 Exclusive License 8/31/97 World
134241 ART FERRANTE-MUSICAL JEMS 10/15/92 Exclusive License Sell Off World
134251 MY FAIR LADY 8/15/92 Exclusive License 8/31/97 World
134341 MOZART:PIANO CONERTOS VOL 2 10/15/92 Exclusive License 8/31/97 World
134391 SATIES GREATEST HITS 4/15/93 Exclusive License 8/31/97 World
134411 TCHAIKOVSKY: PIANO CON 1&2 HAN 4/15/93 Exclusive License 8/31/97 World
134421 PROKOFIEV:VIOLIN CONC;KIM-FREE 4/15/93 Exclusive License 8/31/97 World
134431 SPIRITUALS(WARFIELD/ARPIN) 5/15/93 Exclusive License 8/31/97 World
134441 BEST OF BAGPIPES (VARIOUS) 5/15/93 Exclusive License 8/31/97 World
134451 MOZART:PIANO CON.V.3 HAN/FREE 5/15/93 Exclusive License 8/31/97 World
134471 MARIAN ANDERSON - TRIBUTE TO 5/15/93 Exclusive License 8/31/97 World
134481 HAYDN:KEYBOARD CONCERTOS VOL 1 8/15/93 Exclusive License 8/31/97 World
134491 RACHMANINOFF: SYM NO.2 8/15/93 Exclusive License 8/31/97 World
134511 GILBERT & SULLIVAN:IOLANTHE 8/15/93 Non-Exclusive License 2055 World
134521 GILBERT & SULLIVAN:THE GONDOLI 8/15/93 Non-Exclusive License 2055 World
134531 SWEET GEORGIA BROWN 8/15/93 Exclusive License 1/1/01 World
134541 MAZELTOV 8/15/93 Exclusive License 8/31/97 World
134601 GILBERT&SULLIVAN GH:ROCHESTER 8/15/93 Non-Exclusive License 2055 World
134611 HAYDN:LORD NELSON MASS 9/15/93 Exclusive License 8/31/97 World
134621 MOZART: REQUIEM 9/15/93 Exclusive License 8/31/97 World
134631 PROKOFIEV & TCHAIK:PIANO CONCE 9/15/93 Exclusive License 8/31/97 World
134641 SCHUMANN:PIANO CONCERTO & CARN 9/15/93 Exclusive License 8/31/97 World Extendable at Intersound's Option
134661 BEETHOVEN:PIANO CON. 1 & 2 9/15/93 Exclusive License 5/1/98 World Extendable at Intersound's Option
134671 BEETHOVEN:PIANO CON. 3 & 4 9/15/93 Exclusive License 5/1/98 World
134681 BEETHOVEN: PIANO CON. 5 9/15/93 Exclusive License 5/1/98 World Extendable at Intersound's Option
134711 MOZART:PIANO CONCERTOS VOL IV 1/15/94 Exclusive License 8/31/97 World
134721 LIZST:SCHUBERT LIEDER,VOL. 1 10/15/93 Exclusive License 8/31/97 World
134731 MOZART:HAYDN:HANDEL:OBOE CONCE 1/15/94 Exclusive License 8/31/97 World
134751 MOZART:COMPLETE WORKS FOR TWO 2/15/94 Exclusive License 8/31/97 World
134761 STARS & STRIPES: BARBERSHOP 2/15/94 Exclusive License 1/1/97 World
134791 PROKOFIEV VIOLIN CONCERTO NO.1 2/15/94 Exclusive License 8/31/97 World
134861 20 LEGENDARY SOPRANOS 2/15/94 Exclusive License 8/31/97 World
134871 MOZART:VIOLIN PIANO CON #27 4/15/94 Exclusive License 8/31/97 World
134881 BRAHMS:PIANO CONCERTO NO. 1 4/15/94 Exclusive License 8/31/97 World Extendable at Intersound's Option
134911 FRENCH PIANO ALBUM 4/15/94 Exclusive License 8/31/97 World Extendable at Intersound's Option
134971 GREGORIAN CHANTS 4/15/94 Exclusive License 8/31/97 World Extendable at Intersound's Option
134981 HYMNS OF FAITH:MORMAN TABERNAC 5/15/94 Exclusive License Sell Off United States Extendable at Intersound's Option
134991 2 STEINWAYS ON BROADWAY 4/15/94 Exclusive License 8/31/97 World Extendable at Intersound's Option
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</TABLE>
Page 8
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
135031 SUNSET BLVD:ARPIN,LONDON POPS 6/15/94 Exclusive License 8/31/97 World Extendable at Intersound's Option
135041 48TH HIGHLANDERS:WORLDS GRT HY 7/15/94 Exclusive License 8/31/97 World
135071 MENDELSSOHN:PIANO CONCERTOS 10/15/94 Non-Exclusive License 2055 World
135081 MOZART:PIANO CONCERTO VOL.5 10/15/94 Non-Exclusive License 2055 World
135091 MENDELSSOHN:VIOLIN CONCERTO 10/15/94 Non-Exclusive License 2055 World Extendable at Intersound's Option
135101 MORMON TAB:LIVE IN JERUSALEM 9/15/94 Exclusive License 8/31/97 World
135151 PINES OF ROME:PACIFIC SYMPHONY 10/15/94 Exclusive License 8/31/97 World
135171 VIOLIN ENCORES:SILVERSTEIN 10/15/94 Exclusive License Sell Off United States
135181 MY ROMANCE:JOHN ARPIN 10/15/94 Exclusive License 8/31/97 World
135211 RARE RUSSIAN:MORMON TAB 3/15/95 Exclusive License Sell Off World Extendable at Intersound's Option
135221 LOVE SWEET SONG 1993 4/15/95 Exclusive License 1/1/01 World Extendable at Intersound's Option
135301 ARPIN:SOMEBODY LOVES ME 6/15/95 Exclusive License 8/31/97 World Extendable at Intersound's Option
135311 JOPLIN RARITIES 6/15/95 Exclusive License 8/31/97 World Extendable at Intersound's Option
135321 BARBERSHOP VOL. 1994 7/15/95 Exclusive License 1/1/01 World Extendable at Intersound's Option
135341 VIETNAM TRIOLOGY: CHICAGO 9/15/95 Exclusive License 8/31/97 World Extendable at Intersound's Option
135351 GAIDZUNOV TCHIAKOVKSY:VIOLIN 9/15/95 Exclusive License 8/31/97 World
135361 WHILE MY GUITAR GENTLY WEEPS 9/15/95 Exclusive License 8/31/97 World
135371 MOZART:PIANO CONCERTO VOL. 6 9/15/95 Exclusive License 8/31/97 World
135381 DVORAK: VIOLIN CONCERTO 9/15/95 Exclusive License 8/31/97 World Extendable at Intersound's Option
135391 GREIG: PIANO CONCERTO 9/15/95 Exclusive License 8/31/97 World
135401 RACHMANIOFF:3RD PIANO CONCERTO 9/15/95 Exclusive License 8/31/97 World Extendable at Intersound's Option
135411 HAYDN:PIANO CONCERTO VOL. 4 9/15/95 Exclusive License 8/31/97 World
135511 BENNY GOODMAN 2/15/96 Non-Exclusive License 2047 World
135521 HARRY JAMES 2/15/96 Non-Exclusive License 2047 World
135531 KATE SMITH 2/15/96 Non-Exclusive License 2047 World
135541 AL JOLSON 2/15/96 Non-Exclusive License 2047 World
135551 BANDS OF THE 20'S 2/15/96 Non-Exclusive License 2047 World
135561 BANDS OF THE 30'S 2/15/96 Non-Exclusive License 2047 World
135761 BARBERSHOP 2/15/97 Exclusive License 2006 World Extendable at Intersound's Option
135771 FULL MOON 972015 Non-Exclusive License 1999 World
135891 BARBERSHOP 96 9/23/97 Exclusive License 2001 World Extendable at Intersound's Option
135921 AL JOLSON:ON BDWAY:2 DISC 9/15/97 Non-Exclusive License 2055 World Extendable at Intersound's Option
135951 LOWEN & NAVARRO: LIVE WIRE 10/15/97 Exclusive License 2002 World
136011 BACH'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136021 BEETHOVEN'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136031 MOZART'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136041 HANDEL'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136051 TCHAIKOVSKY'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136061 GREATEST HITS OF THE BAROQUE 8/15/93 Non-Exclusive License 2055 World
136071 STRAUSS' GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136081 RAVEL'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136091 CHOPIN'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136101 DVORAK'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136111 WORLDS GREATEST OVERTURES 8/15/93 Non-Exclusive License 2055 World
136121 WORLDS GREATEST MARCHES 8/15/93 Non-Exclusive License 2055 World
136131 OPERETTA 11/15/94 Non-Exclusive License 2055 World
136141 CHORUSES 11/15/94 Non-Exclusive License 2055 World
136171 BRAHMS:REFERENCE GOLD 2 DISC 3/15/96 Non-Exclusive License 2055 World
136181 ENCORES:REFERENCE GOLD 2 DISC 3/15/96 Non-Exclusive License 2055 World
136191 GERSHWIN-REF GOLD 7/15/97 Non-Exclusive License 2055 World
136201 JOPLIN - REF GOLD 7/15/97 Non-Exclusive License 2055 World
136591 CONCERT GOLD:INTERLUDES 2/15/97 Non-Exclusive License 2055 World
136601 CONCERT GOLD:STARS & STRIPES 2/15/97 Non-Exclusive License 2055 World
136741 ROSSINI:OPERA FOR ORCHESTRA 5/15/96 Non-Exclusive License 2055 World
136751 MOZART;OPERA FOR ORCHESTRA 5/15/96 Non-Exclusive License 2055 World
138001 BEST OF THE BAROQUE:3 DISC SET 8/15/95 Non-Exclusive License 2055 World
138041 THE MAGIC OF MOZART:3 DISC SET 8/15/95 Non-Exclusive License 2055 World
138081 THE GREAT SYMPHONIES:3 DISC SE 8/15/95 Non-Exclusive License 2055 World
138121 PIANO MASTERPIECES 8/15/95 Non-Exclusive License 2055 World
138161 VIVE LA FRANCE 8/15/95 Non-Exclusive License 2055 World
138201 WORLDS GREAT OVERTURES:3 DISC 8/15/95 Non-Exclusive License 2055 World
138241 THE GREAT ROMANTICS 8/15/95 Non-Exclusive License 2055 World
138281 WORLDS GREATEST MARCHES:3 DISC 8/15/95 Non-Exclusive License 2055 World
138321 RUSSIAN FANTASY: 3 DISC SET 8/15/95 Non-Exclusive License 2055 World
138361 BEETHOVEN: CONCERTOS 3 DISC 8/15/95 Exclusive License 8/31/97 World
138401 GREAT MELODIES CLASSICS 3-DISC 10/16/97 Non-Exclusive License 2055 World
138411 WORLDS'GREATEST CLASSICS 3-DIS 10/16/97 Non-Exclusive License 2055 World
138421 ORCHESTRAL MELODIES 3-DISC 10/16/97 Non-Exclusive License 2055 World
138431 ROMANTIC MELODIES 3-DISC 10/16/97 Non-Exclusive License 2055 World
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Page 9
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
138441 CLASSICAL MASTERPIECES 3-DISC 10/16/97 Non-Exclusive License 2055 World
138451 MELODIES FOR ORCHESTRA 3-DISC 10/16/97 Non-Exclusive License 2055 World
138461 CLASSICS FOR LOVERS 3-DISC 10/16/97 Non-Exclusive License 2055 World
138471 GREAT ROMANTICS 3-DISC 10/16/97 Non-Exclusive License 2055 World
145161 THE MUSIC OF ABBA-LONDON SYMPH 12/15/91 Exclusive License 12/15/97 U.S. & Canada
145171 BEATLES GREATEST HITS-LONDON 12/15/91 Exclusive License 12/15/97 U.S. & Canada
145181 HOT LATIN NIGHTS-FERRANTE&TEIH 12/15/91 Exclusive License 7/1/96 World
145451 COUNTRY BANJOS 6/15/92 Exclusive License Sell Off World
145461 COUNTRY FIDDLES 6/15/92 Exclusive License Sell Off World
145611 NAT KING COLE 9/15/92 Non-Exclusive License 2047 World
145631 TOMMY DORSEY 8/15/92 Non-Exclusive License 2047 World
145641 GLENN MILLER 9/15/92 Non-Exclusive License 2047 World
145651 ALL THAT JAZZ 9/15/92 Non-Exclusive License 2047 World
145721 AMAZING GRACE & OTHER BAGPIPE 1/15/94 Exclusive License 8/31/97 World
147731 CARRIBBEAN MON 6/16/97 Non-Exclusive License 2055 World
147741 CARRIBBEAN MON 6/16/97 Non-Exclusive License 2055 World
152001 HORAS & MORE 5/15/95 Exclusive License 2/28/00 World
152011 JEWISH PARTY FAVORITES 5/15/95 Exclusive License 2/28/00 World
152021 LETS DANCE 5/15/95 Exclusive License 2/28/00 World
152031 TO LIFE 5/15/95 Exclusive License 2/28/00 World
161111 CLASSICAL MUSIC PEOPLE WHO HAT 5/15/92 Non-Exclusive License 2060 World
161121 CLASSICS FOR LOVERS 5/15/92 Non-Exclusive License 2060 World
161181 CLASSICAL PIANO (COMPILATION) 12/15/92 Non-Exclusive License 2060 World
161191 SOMEONE TO WATCH OVER ME:ARPIN 12/15/92 Exclusive License 8/31/97 World
162011 WHAT DOES A DEAF GUY-BEETHOVE 5/15/93 Non-Exclusive License 2060 World
162021 PROLIFIC IN EVERY RESP.-BACH 5/15/93 Non-Exclusive License 2060 World
162031 NOT BAD FOR A KID - MOZART 5/15/93 Non-Exclusive License 2060 World
162041 DON'T GIVE UP - TCHAIKOVSKY 5/15/93 Non-Exclusive License 2060 World
162051 INSTRUMENTAL STRATEGY-OVERTUR 5/15/93 Non-Exclusive License 2060 World
162061 LONG HAIR LOUD MUSIC-SYMPHONY 5/15/93 Non-Exclusive License 2060 World
162101 TCHAIK:1812 OVERTURE & OTHER H 3/15/97 Non-Exclusive License 2060 World
162111 BRAHMS:PIANO CONCERTO NO 1 3/15/97 Non-Exclusive License 2060 World
162121 MOZART:SYMPHONIES 40 & 41 3/15/97 Non-Exclusive License 2060 World
162131 BOLERO & OTHER FRENCH MASTERPI 3/15/97 Non-Exclusive License 2060 World
162141 HANDEL:MESSIAH HIGHLIGHTS 3/15/97 Non-Exclusive License 2060 World
162151 GERSHWIN PLAYS RHAPSODY IN BLU 3/15/97 Non-Exclusive License 2060 World
170011 MY FATHERS HOUSE 4/15/92 Exclusive License Sell Off World
170021 HYMNS FROM THE HILLS-LYNN 4/15/92 Exclusive License 12/31/97 World
170111 TERRI LYNN - INSIDE A TEAR 3/15/93 Exclusive License 6/20/01 World
170191 PRAISE IN STREETS-BLUESTONE 5/15/93 Exclusive License Sell Off World
170241 JI LIM:THROUGH IRON WALLS 2/15/93 Exclusive License Sell Off World
170321 HEAVEN'S METAL 6/15/94 Exclusive License Sell Off World
170391 9:1 WAY:DESTINATION UNKNOWN 9/15/94 Exclusive License 6/6/97 World
174011 VIVALDI'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174021 BACH'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174031 HANDEL'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174041 MOZART'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174051 BEETHOVEN'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174061 TCHAIKOVSKY'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174071 CHOPIN'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174081 GREATEST HITS OF THE ORGAN 5/15/92 Non-Exclusive License 2060 World
174091 WORLD'S GREATEST OVERTURES 5/15/92 Non-Exclusive License 2060 World
174101 WORLD'S GREATEST CHORUSES 5/15/92 Non-Exclusive License 2060 World
174111 WORLD'S GREATEST WALTZES 5/15/92 Non-Exclusive License 2060 World
174121 GREAT HITS OF THE BAROQUE 5/15/92 Non-Exclusive License 2060 World
174131 PIANO MASTERPIECES 3/15/93 Non-Exclusive License 2060 World
174141 GREAT CONCERTOS 3/15/93 Non-Exclusive License 2060 World
174151 BRAHMS GREATEST HITS 12/15/93 Non-Exclusive License 2060 World
174161 WORLDS GREATEST SYMPHONIES 12/15/93 Non-Exclusive License 2060 World
175541 JAMES HALL:GOD IS IN CONTROL 9/15/94 Exclusive License 1999 World
175681 CRYSTAL GAYLE: COUNTRY HYMNS 4/15/95 Exclusive License 1998 United States
180041 'WEST SIDE STORY' 9/15/89 Non-Exclusive License 2065 World
180071 'HOLLYWOOD'S GREATEST HITS' 9/15/89 Exclusive License 8/31/97 World
181041 BASS FREAKS 7/15/94 Exclusive License 6/5/99 World
181051 CRTOON:BASS FREAKS 11/15/94 Exclusive License 6/5/99 World
181151 BASS CREATIONS 4/15/95 Exclusive License 3/28/00 World
181241 KC & THE SUNSHINE BAND 5/15/95 Exclusive License 3/1/00 U.S. & Canada
189131 HOLIDAY IN RUSSIA 4/15/96 Non-Exclusive License 2060 World
189141 HOLIDAY IN JAMAICA 4/15/96 Non-Exclusive License 2060 World
190041 CHUCK MANGIONE GREATEST HITS 2/15/91 Exclusive License Sell Off United States
191071 KANSAS LIVE AT THE WHISKY 5/15/92 Exclusive License 6/23/97 United States & Canada
191081 LATEST & GREATEST BELLAMY BROS 6/15/92 Exclusive License 6/1/98 United States & Canada
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Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
191091 BELLAMY BROS - RIP OFF THE KNB 7/15/93 Exclusive License 5/30/97 United States & Canada
191201 BECKY HOBBS 3/15/94 Exclusive License 3/1/97 World
191251 EDGAR WINTER-I'M NOT A KID ANY 5/15/94 Exclusive License 5/1/97 U.S. & Canada
191311 JAMES HALL - GOD IS IN CONTROL 10/15/94 Exclusive License 8/15/99 World
191401 LEWIS GRIZZARD:ALIMONY 11/15/94 Exclusive License 10/15/96 World
191421 JONATHAN CAIN 4/7/95 Exclusive License 6/30/99 World except Scandanavia
191511 JEFFERSON STARSHIP:NEXT GENERA 5/15/95 Exclusive License 6/30/97 U.S. & Canada
191521 A GOSPEL CHRISTMAS 7/15/95 Exclusive License 4/26/00 World
191541 PAUL MORTON 6/15/95 Exclusive License 6/30/00 U.S. & Canada
191581 GUESS WHO: LIBERTY 6/15/95 Exclusive License 6/5/00 World except Canada
191601 CANDI STATON 7/15/95 Exclusive License 6/30/98 World
191651 SKELETON CREW:ENHANCED 9/15/95 Exclusive License 5/30/00 World
191711 AMAZING GRACE 1/16/97 Non-Exclusive License 1/31/01 World
191721 IN THE SPIRIT 1/15/96 Non-Exclusive License 1/31/01 World
191731 HIGHWAY 101:REUNITED 2/15/96 Exclusive License 1/8/00 World
191751 *BETTY:LIMBOLAND 3/15/96 Exclusive License 1/11/99 World
191841 BELLAMY BROS:TROPICAL CHRISTMA 6/14/96 Exclusive License 2000 US / Canada
191851 A CRYSTAL CHRISTMAS:CRYSTAL GA 4/14/96 Exclusive License 2000 US / Canada
191861 *BELLAMY BROS:DANCIN 7/15/96 Exclusive License 2000 US / Canada
191871 *SINBAD:SUMMER JAM VOL 1 5/15/96 Exclusive License 7/1/01 World
192102 EDWIN HAWKINS SEMINAR 91 1/15/93 Exclusive License Sell-Off United States
192112 EDWIN HAWKINS: IF YOU LOVE ME 8/15/93 Exclusive License Sell-Off United States
192251 *SUMMER JAM 2 10/15/96 Exclusive License 2001 World
192321 *EDDIE JAMES:GRACE 10/15/96 Exclusive License 1999 World
192331 HIGHER:EDDIE JAMES/PHOENIX MAS 10/15/96 Exclusive License 1999 World
192581 HWY 101:LATEST & GREATEST 2/15/97 Exclusive License 2000 World
192751 THE HIT LIST:PG 7/15/97 Non-Exclusive License 2000 World
192781 RADIO FREE MUSIC:VOL 1 7/15/97 Exclusive License 2000 United States
192791 BELLAMY BROS:OVER THE LINE 7/15/97 Exclusive License 2000 United States
192851 THE HIT LIST 7/15/97 Non-Exclusive License 2000 World
193071 CRYSTAL GAYLE 4/15/93 Exclusive License 1/1/98 U.S. & Canada
193101 GATLIN BROS GREATEST HITS 1/15/94 Exclusive License Sell Off World
193111 BELLAMY BROS:TAKE ME HOME 3/15/94 Exclusive License 3/1/97 U.S. & Canada
193131 MOE BANDY: GREATEST HITS 11/15/94 Exclusive License 3/1/97 World
193141 TONY ORLANDO GREATEST HITS 11/15/94 Exclusive License 12/29/96 U.S. & Canada
193151 CRYSTAL GAYLE:SOMEDAY 4/15/95 Exclusive License 5/1/98 U.S. & Canada
193161 MOE BANDY COUNTRY HYMNS 4/15/95 Exclusive License 3/1/97 World
193181 MOE BANDY:A COWBOY CHRISTMAS 6/25/96 Exclusive License 3/1/97 World
193191 PATRICIA CONROY 2/15/96 Exclusive License 9/30/98 United States
193231 ONE WAY LOVE:BELLAMY BROTHERS 3/15/96 Exclusive License 2000 United States
195001 *CANT GET THIS NO MORE 4/15/96 Non-Exclusive License 1999 United States
195011 *BETTER GET THIS NOW 4/15/96 Non-Exclusive License 1999 United States
195021 *CANT GET THIS NO MORE VOL 2 10/15/96 Non-Exclusive License 1999 United States
195031 BETTER GET THIS NOW VOL 2 9/15/96 Non-Exclusive License 1999 United States
195041 *BOOTY MIX 96 9/15/96 Non-Exclusive License 1999 United States
195051 EURO MIX 97 11/15/96 Non-Exclusive License 2000 United States
195061 PG:CANT GET THIS NO MORE V2 10/15/96 Non-Exclusive License 2000 United States
195071 PG:BETTER GET THIS NOW V2 10/15/96 Non-Exclusive License 2000 United States
195081 GROOOVE MIX 97 1/15/97 Non-Exclusive License 2000 United States
195101 BOOTY MIX 2:THE NEXT BOUNCE 972015 Non-Exclusive License 2000 United States
195161 ELEKTRONIKA-CHEMISTRY 5/15/97 Non-Exclusive License 2000 United States
195171 BOOTLEG BOOTY: 8/15/97 Non-Exclusive License 2000 United States
195191 INDIGO MOODS:NEW AGE 9/23/97 Non-Exclusive License 2000 United States
195201 FLAVORS OF JAZZ 9/15/97 Non-Exclusive License 2000 United States
195211 RETRO LUNCH BOX:SQUEEZE THE CH 9/15/97 Non-Exclusive License 2000 United States
195221 CHEMICAL DANCE RAVE V2 9/23/97 Non-Exclusive License 2000 United States
195231 NASTY 9/15/97 Non-Exclusive License 2000 United States
195241 BEFORE X 10/15/97 Non-Exclusive License 2000 United States
196041 AQUARIUM RESCUE UNIT ALB 10/15/94 Exclusive License 7/6/99 World
196051 AQUARIUM RESCUE UNIT EP 8/15/94 Exclusive License 7/6/99 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 11
<PAGE>
RELEASES
12/2/97 THROUGH 07/28/98
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER DESCRIPTION RELEASE LICENSE TERM TERRITORY
DATE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C>
8158 Beatmatic With You Again-Paradoxx Music International 12/2/97 Ex. License 2 years + 3 yrs US & Canada
8159 Beatmatic - Paradoxx Dance Compilation 1/6/98 Ex. License Perpetuity World
3591 Klezmer's Greatest Hits 1/27/98 Ex. License 3 years World
3701 Seasons - Cyberlin 2/24/98 Ex. License 3 years World
3589 You Beautiful Doll - Barbershop Quartets 2/24/98 Ex. License 5 years World
9297 Tim Briggs 3/31/98 Ex. License 5 years World
3703 Gary Smart - Beatle Jazz 3/31/98 Ex. License 3 years World
3704 Gary Smart - Black & White 3/31/98 Ex. License 3 years World
3707 George Gershwin Plays-Greatest Hits 4/28/98 Ex. License 3 years World
3705 The Greatest Hits of Al Jolson - John Arpin 4/28/98 Ex. License 3 years + 2 years World
3706 Son of Sea - Barber Shop Quartets 4/28/98 Ex. License 5 years World
9299 Earl Thomas Conley - Perpetual Emotion 4/28/98 Ex. License 5 years World
9612 Bellamy Brothers - The Reggae Cowboys 4/28/98 Ex. License 3 years + 1 year US & Canada
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
RELEASES
12/2/97 THROUGH 07/28/98
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER DESCRIPTION RELEASE LICENSE TERM TERRITORY
DATE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C>
3711 David Benoit - Some other Sunset 6/2/98 Ex. License 5 years US & Canada
3709 O'Canada - The Band of the Royal Regiment of Canada 6/2/98 Ex. License 3 years World
3710 Ode to Joy - The Band of the Royal Regiment of Canada 6/2/98 Ex. License 3 year + 6 mos World
9613 Becky Hobbs - From Oklahoma With Love 6/2/98 Ex. License 3 years US, Canada & Brazil
3714 L'Chaim 6/23/98 Ex. License 3 years World
3708 Fields of Honour - The Band of the Royal 6/23/98 Ex. License 3 years World
Regiment of Canada & 48th Highlanders
3519 My Final Vision - Frank Pellico 6/23/98 Ex. License 10 years World
3713 Romance at the Movies - John Arpin 6/23/98 Ex. License 5 years World
9335 Ronnie McDowell-Now & Again: 6/23/98 Ex. License 3 years World
The Best of Ronnie McDowell
4801 Summer Splash - Groove Factory 7/28/98 Ex. License 5 years US & Canada
4802 R&B Groove, Vol 1 - Groove Factory 7/28/98 Ex. License 5 years US & Canada
4803 Heatwave Beats - Groove Factory 7/28/98 Ex. License 5 years US & Canada
4804 Dance Splash - Groove Factory 7/28/98 Ex. License 5 years US & Canada
4805 Club Hopping Vol 1 - Groove Factory 7/28/98 Ex. License 5 years US & Canada
4806 Club Hopping Vol 2 - Groove Factory 7/28/98 Ex. License 5 years US & Canada
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
EXHIBIT D(ii)
Schedule 10.14
INBOUND LICENSES
<TABLE>
<CAPTION>
MEMO LETTER 90 DAYS 60 DAYS EXPIRATION DATE LICENSE
<S> <C> <C> <C> <C> <C>
X X 3/1/98 4/1/98 6/1/98 Sony - Essential Blues, Vol. 2
X X 3/7/98 4/7/98 6/7/98 AVI - Essential Blues, Vol. 2
8/30/98 9/30/98 11/30/98 Arhoolie - Essential Blues, Vol. 2
10/14/98 11/14/98 1/14/99 CEMA - Essential Blues, Vol. 2
12/14/98 1/14/99 3/14/99 Polygram - Essential Blues, Vol. 1
1/2/99 2/2/99 4/2/99 MCA - Essential Blues, Vol. 2
1/4/99 1/3/00 1/4/99 River North Trademark (file section 8 & 15 affidavit)
1/21/99 2/21/99 4/21/99 Virgin - Essential Blues, Vol. 1
4/7/99 5/7/99 7/7/99 Roadshow Music Corp. - Soul & Gospel Christmas
4/7/99 5/7/99 7/7/99 Vee Jay - Soul & Gospel Christmas
4/21/99 5/21/99 7/21/99 Michael Lloyd - Soul & Gospel Christmas
5/28/99 6/28/99 8/28/99 Delmark - Essential Women
6/8/99 6/7/00 6/8/99 CGI Trademark (file section 8 & 15 affidavit)
6/22/99 7/22/99 9/22/99 Alligator - Essential Blues, Vol. 1
6/22/99 7/22/99 9/22/99 AVI - Essential Blues, Vol. 1
7/2/99 8/2/99 10/2/99 Fantasy - Essential Women
7/12/99 8/12/99 10/12/99 Arista - Essential Blues, Vol. 1
7/22/99 8/22/99 10/22/99 BMG - Essential Women
9/5/99 10/5/99 12/5/99 Vee Jay - Essential Blues, Vol. 1
9/12/99 10/12/99 12/12/99 Delmark - Smokey Blues
9/15/99 10/15/99 12/15/99 Vee Jay - Essential Blues, Vol. 2
9/15/99 10/15/99 12/15/99 Vee Jay - Chicago
9/18/99 10/18/99 12/18/99 Polygram - Smokey
9/20/99 10/20/99 12/20/99 Delmark - Roadhouse Blues
9/20/99 10/20/99 12/20/99 EMI-Capitol - Roadhouse
9/20/99 10/20/99 12/20/99 EMI-Capitol - Smokey
10/14/99 11/14/99 1/14/00 Polygram - Houses Of God
10/28/99 11/28/99 1/28/00 Virgin - Essential Women
10/28/99 11/28/99 1/28/00 MCA - Essential Women
10/28/99 11/28/99 1/28/00 Sony - Essential Women
12/1/99 1/1/00 3/1/00 Sony - ChicagoBlues
12/15/99 1/15/00 3/15/00 MCA - Smokey Blues
12/15/99 1/15/00 3/15/00 MCA - Roadhouse Blues
12/19/99 1/19/00 3/19/00 Virgin - Smokey Blues
12/19/99 1/19/00 3/19/00 Sony - Smokey Blues
12/19/99 1/19/00 3/19/00 Virgin - Roadhouse Blues
1/9/00 2/9/00 4/9/00 Delmark - Chicago Blues
1/11/00 2/11/00 4/11/00 Arhoolie - Chicago Blues
1/15/00 2/15/00 4/15/00 Universal - Chicago Blues
1/18/00 2/18/00 4/18/00 Koch - Essential Blues, Vol. 1
1/21/00 2/21/00 4/21/00 Ace - Essential Blues, Vol. 1
1/29/00 2/29/00 4/29/00 Arhoolie - Texas Blues
1/29/00 2/29/00 4/29/00 Delmark - Texas Blues
2/2/00 3/2/00 5/2/00 Paula - Essential Blues, Vol. 2
2/20/00 3/20/00 5/20/00 Universal - Cetera, A Collection
Page 1
<PAGE>
3/1/00 4/1/00 6/1/00 Fantasy - Essential Blues, Vol. 2
3/2/00 4/2/00 6/2/00 Hightone - Essential Blues, Vol. 2
3/10/00 4/10/00 6/10/00 EMI-Capitol - Texas
3/10/00 4/10/00 6/10/00 Sony - Texas
3/12/00 4/12/00 6/12/00 Arhoolie - Piano
3/12/00 4/12/00 6/12/00 Arista - Guitar
3/12/00 4/12/00 6/12/00 BMG - Harmonica
3/12/00 4/12/00 6/12/00 BMG - Piano
3/12/00 4/12/00 6/12/00 Delmark - Guitar
3/12/00 4/12/00 6/12/00 Delmark - Harmonica
3/12/00 4/12/00 6/12/00 EMI-Capitol - Guitar
3/12/00 4/12/00 6/12/00 EMI-Capitol - Piano
3/12/00 4/12/00 6/12/00 Folkways - Piano
4/10/00 5/10/00 7/10/00 Universal - Texas Blues
5/26/00 6/26/00 8/26/00 Virgin - Harmonica
5/26/00 6/26/00 8/26/00 Virgin - Piano
6/9/00 7/9/00 9/9/00 Universal - Piano
8/30/00 9/30/00 11/30/00 Alligator - Essential Blues, Vol. 2
9/14/00 10/14/00 12/14/00 Warner Bros. - Essential Blues, Vol. 1
10/1/00 11/1/00 1/1/01 Kathy Mattea option (Polygram)
10/1/00 11/1/00 1/1/01 MCA - Essential Blues, Vol. 1
10/10/00 11/10/00 1/10/01 Jim Messina - Album License
11/13/00 12/13/00 2/13/01 Knock My Sox Off Trademark (file section 8 & 15 affidavit)
1/28/01 2/28/01 4/28/01 Universal - Defiance Blues
1/28/01 2/28/01 4/28/01 Sony - Defiance Blues
1/28/01 2/28/01 4/28/01 Polymedia - Defiance Blues
1/28/01 2/28/01 4/28/01 Arhoolie Records - Defiance Blues
1/28/01 2/28/01 4/28/01 Rhino - Defiance Blues
2/28/01 3/28/01 5/28/01 Virgin - Essential Blues, Vol. 2
3/23/01 4/23/01 6/23/01 BMG Music - Barbecue Blues
3/23/01 4/23/01 6/23/01 Universal - Barbecue Blues
3/23/01 4/23/01 6/23/01 Polymedia - Barbecue Blues
3/23/01 4/23/01 6/23/01 Sony - Barbecue Blues
3/30/01 4/30/01 6/30/01 EMI Blackwood Music - Essential Gospel DVD
4/21/01 5/21/01 7/21/01 Universal - House Rent Party
5/28/01 6/28/01 8/28/01 Rounder - Essential Women
5/28/01 6/28/01 8/28/01 Drive Entertainment - Essential Women
6/15/01 7/15/01 9/15/01 Arista - Essential Blues, Vol. 2
7/14/01 8/14/01 10/14/01 Polygram - Essential Women
7/29/01 8/29/01 10/29/01 Alligator - Essential Women
9/5/01 10/5/01 12/5/01 Koch - Smokey Blues
9/5/01 10/5/01 12/5/01 Welk - Roadhouse Blues
9/12/01 10/12/01 12/12/01 Blind Pig - Smokey Blues
9/12/01 10/12/01 12/12/01 Blind Pig - Roadhouse Blues
10/2/01 11/1/01 1/2/02 Alligator - Roadhouse Blues
10/2/01 11/2/01 1/2/02 Tuff City - Roadhouse Blues
10/6/01 11/6/01 1/6/02 Rounder - Smokey Blues
10/6/01 11/6/01 1/6/02 Rounder - Roadhouse Blues
Page 2
<PAGE>
1/1/02 2/1/02 4/1/02 Alligator - Chicago Blues
1/11/02 2/11/02 4/11/02 Blind Pig - Chicago Blues
1/11/02 2/11/02 4/11/02 St. George - Chicago Blues
1/11/02 2/11/02 4/11/02 Koch - Chicago Blues
1/11/02 2/11/02 4/11/02 Jewel - Chicago Blues
1/11/02 2/11/02 4/11/02 Relic - Chicago Blues
1/11/02 2/11/02 4/11/02 Rooster - Chicago Blues
1/29/02 2/29/02 4/29/02 Alligator - Texas Blues
1/29/02 2/29/02 4/29/02 Goldband - Texas Blues
1/29/02 2/29/02 4/29/02 Rounder - Texas Blues
3/9/02 4/9/02 6/9/02 Polygram - Texas Blues
3/10/02 4/10/02 6/10/02 Virgin - Texas Blues
3/12/02 4/12/02 6/12/02 Alligator - Piano
3/12/02 4/12/02 6/12/02 Fantasy - Guitar
3/12/02 4/12/02 6/12/02 Fantasy - Harmonica
3/12/02 4/12/02 6/12/02 Fantasy - Piano
3/12/02 4/12/02 6/12/02 Koch - Piano
3/12/02 4/12/02 6/12/02 Modern Blues - Piano
3/12/02 4/12/02 6/12/02 Rounder/Clean Cuts - Piano
3/12/02 4/12/02 6/12/02 Tuff City - Guitar
3/12/02 4/12/02 6/12/02 Tuff City - Piano
3/12/02 4/12/02 6/12/02 Vee Jay - Guitar
3/12/02 4/12/02 6/12/02 Vee Jay - Harmonica
6/9/02 7/9/02 9/9/02 Rykodisc - Piano
8/18/02 9/18/02 11/18/02 John Denver - Album License
9/18/02 10/18/02 12/18/02 Allen Wiggins - "One Way"
1/24/03 2/24/03 4/24/03 ABKCO Music - Nashville Sounds DVD
1/24/03 2/24/03 4/24/03 Mother Bertha Music, Inc. - Nashville Sounds DVD
1/28/03 2/28/03 4/28/03 Welk - Defiance Blues
1/28/03 2/28/03 4/28/03 da music, inc. - Defiance Blues
1/28/03 2/28/03 4/28/03 Rykodisc - Defiance Blues
1/28/03 2/28/03 4/28/03 Alligator Records - Defiance Blues
2/19/03 3/19/03 5/19/03 Imaginary Road Music - Forbidden Forest DVD
2/19/03 3/19/03 5/19/03 Dancing Cat Productions, Inc. - Forbidden Forest DVD
2/19/03 3/19/03 5/19/03 Americus Art Music Publishers - Seasons DVD
2/19/03 3/19/03 5/19/03 Irving Music - Nashville Sounds DVD
2/19/03 3/19/03 5/19/03 BMG Music - Nashville Sounds DVD
2/19/03 3/19/03 5/19/03 Songs of Polygram - Nashville Sounds DVD
3/23/03 4/23/03 6/23/03 Alligator - Barbecue Blues
3/24/03 4/24/03 6/24/03 Option to extend term if unrecoupped / "ON AIR"
3/29/03 4/29/03 6/29/03 Zomba - Walter Trout DVD
3/30/03 4/30/03 6/30/03 Longitude Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 Eyeball - Luther Allison DVD
3/30/03 4/30/03 6/30/03 Howlin' Hits Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 Bad Love Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 Bessie Blue Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 ABKCO Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 Irving/Almo Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 New Executive Music - Nashville Sounds DVD
3/30/03 4/30/03 6/30/03 Cooper Music - Nashville Sounds DVD
3/30/03 4/30/03 6/30/03 Trio Music Co., Inc. - Nashville Sounds DVD
3/30/03 4/30/03 6/30/03 Bridgeport Music - George Clinton DVD
Page 3
<PAGE>
3/30/03 4/30/03 6/30/03 Southfield Music - George Clinton DVD
3/30/03 4/30/03 6/30/03 Songs of Polygram Int'l/Rubberband Music - George Clinton DVD
3/30/03 4/30/03 6/30/03 MCA Music Publishing - Essential Gospel DVD
3/30/03 4/30/03 6/30/03 Longitude Music - Roger Daltrey DVD
3/30/03 4/30/03 6/30/03 Essex Music - Roger Daltrey DVD
3/30/03 4/30/03 6/30/03 Bad Love Music - Walter Trout DVD
3/30/03 4/30/03 6/30/03 RYTVOC, Inc. - Snow/Bromberg DVD
3/30/03 4/30/03 6/30/03 Paul Simon Music - Snow/Bromberg DVD
3/30/03 4/30/03 6/30/03 EMI - Snow/Bromberg DVD
3/30/03 4/30/03 6/30/03 Sweet Jelly Roll Music - Snow/Bromberg DVD
3/30/03 4/30/03 6/30/03 Harry Tobias Music - Snow/Bromberg DVD
3/30/03 4/30/03 6/30/03 Slick Fork Music - Snow/Bromberg DVD
3/30/03 4/30/03 5/19/03 Alligator - Double Crossing Blues
3/30/03 4/30/03 5/19/01 EMI - Double Crossing Blues
3/30/03 4/30/03 5/19/01 Sony- Double Crossing Blues
3/30/03 4/30/03 5/19/03 Virgin - Double Crossing Blues
3/30/03 4/30/03 5/19/01 Warner - Double Crossing Blues
3/30/03 4/30/03 5/19/01 Universal - Double Crossing Blues
3/30/03 4/30/03 5/19/03 Fantasy - Double Crossing Blues
3/30/03 4/30/03 5/19/03 Music Collection Ltd. - Double Crossing Blues
3/30/03 4/30/03 6/23/03 Tuff City - Barbecue Blues
3/30/03 4/30/03 6/23/03 Blind Pig Records - Barbecue Blues
4/21/03 5/21/03 7/21/03 Rounder Records - House Rent Party
4/21/03 5/21/03 7/21/03 Vee Jay Partnership Ltd. - House Rent Party
4/21/03 5/21/03 7/21/03 Tuff City Records - House Rent Party
4/21/03 5/21/03 7/21/03 EMI - House Rent Party
6/24/03 7/24/03 9/24/03 Alan Parsons - "On Air" License
7/1/03 8/1/03 10/1/03 Polygram - Essential Blues, Vol. 2
10/4/03 11/4/03 1/4/04 River North Trademark Expires
3/7/04 4/7/04 6/7/04 CGI Trademark Expires
5/12/04 6/12/04 8/12/04 PGD - Soul & Gospel Christmas
7/4/04 8/4/04 10/4/04 Welk - Essential Blues, Vol. 1
8/18/04 9/18/04 11/18/04 Fantasy - Essential Blues, Vol. 1
11/15/04 12/15/04 2/15/05 Roger Daltrey - Album License
12/20/04 1/20/05 3/20/05 Brother Publishing - Nashville Sounds DVD
3/14/05 4/14/05 6/14/05 Delmark - Essential Blues, Vol. 2
9/14/05 10/14/05 12/14/05 Welk - Essential Blues, Vol. 2
11/13/05 12/13/05 2/13/06 Knock My Sox Off Trademark (file section 8 & 15 affidavit)
5/6/06 6/6/06 8/6/06 Ichiban - Essential Women
6/27/06 7/27/06 9/27/06 Antone's - Essential Women
8/5/06 9/5/06 11/5/06 Earwig - Roadhouse Blues
9/9/06 10/9/06 12/9/06 Warner Bros. - Cetera, A Collection
9/10/06 10/10/06 12/10/06 Viceroots - Smokey Blues
1/11/07 2/11/07 4/11/07 Antone's - Chicago Blues
1/11/07 2/11/07 4/11/07 Earwig - Chicago Blues
1/11/07 2/11/07 4/11/07 Welk - Chicago Blues
1/29/07 2-29-07 4/29/07 Antone's - Texas Blues
1/29/07 2/29/07 4/29/07 Black Top - Texas Blues
2/20/07 3/20/07 5/20/07 Warner Sweden - Cetera, A Collection
3/12/07 4/12/07 6/12/07 Antone's - Piano
3/12/07 4/12/07 6/12/07 Blue Suit - Piano
3/12/07 4/12/07 6/12/07 Evidence - Piano
3/12/07 4/12/07 6/12/07 Welk - Harmonica
Page 4
<PAGE>
1/28/08 2/28/08 4/28/08 M.C. Records - Defiance Blues
3/23/08 4/23/08 6/23/08 Fortune Records - Barbecue Blues
4/21/08 5/21/08 7/21/08 Antone's Records - House Rent Party
4/21/08 5/21/08 7/21/08 Buda Musique - House Rent Party
4/21/08 5/21/08 7/21/08 Storeyville Records - House Rent Party
4/21/08 5/21/08 7/21/08 Denon Records - House Rent Party
</TABLE>
Page 5
<PAGE>
EXHIBIT D(iii)
SCHEDULE 10.14
Inbound Licenses
BOOTLEG BOOTY
CD#: 9517
RELEASE DATE: 8/26/97
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Benz Records, Inc. Producer Agrmt MC SHY-D & Initial Term + World
1521 Burnstone Dr. DJ Smurf 2 Options
Stone Mountain, GA 30088
4-Sight Entertainment Get Retarded KJ & DA Fellas 3 years US & Canada
1862 N.W. 38th Ave.
Lauderhill, FL 33311 Bass Train M.C.A.D.E.
Benz Records, Inc. Work It Out MC Shy-D 3 years US & Canada
1521 Burnstone Dr.
Stone Mountain, GA 30088 Pop That Thang Girl DJ Smurf
True That MC Shy-D
Critique Records Dickey Ride Southern Playas 3 years US & Canada
50 Cross Street
Winchester, MA 01890
Click Boom Records Booty Bounce Goon Sqwad 3 years US & Canada
16919 Stansbury Street
Detroit, MI 48235
Ichiban Records, Inc. True To The Game MC Shy-D 3 years US & Canada
3991 Royal Drive N.W.
Kennesaw, GA 30144 Ooh Lawd (Party People) DJ Smurf
Ride Em Cowboy Another Style
Nasty Dancer Kilo
Hear What I Hear Kilo
Work It MC Shy-D
ID Records 2 Much Booty In The Pants Soundmaster T 3 years US & Canada
4648 N. Sacramento
Chicago, IL 60625
</TABLE>
Page 1
<PAGE>
BOOTLEG BOOTY
CD#: 9517
RELEASE DATE: 8/26/97
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neurodisc Records Run Forrest Run Get Some Crew 3 years US & Canada
4592 N. Hiatus Road
Ft. Lauderdale, FL 33351
Power Records Da Dip Freak Nasty 3 years US
6350 McDonough Dr.
Suite A Down Low Freak Nasty
Norcross, GA 30093
Freak Out 12 Gauge
SOH Distributors Network Boom! I Got Your Boyfriend MC Luscious 3 years US & Canada
1981 Fletcher Creek Drive
Memphis, TN 38133
Vision Records, Inc. Boot The Booty MC Kool Rock 3 years US & Canada
13385 W. Dixie Highway
North Miami, FL 33161
Rip-It Records Kitty Kitty 69 Boyz 3 years US & Canada
1221 W. Colonial Dr.
Suite 300 Da Train Disco & The City Boyz
Orlando, FL 32804 featuring Clay D
Rodeo 95 South
Heiny Heiny 95 South
</TABLE>
Page 2
<PAGE>
BOOTY MIX '96
CD#: 9504
RELEASE DATE: 7/1/96
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Company Address Term Territory
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
All American Music Group 808 Wilshire Blvd. 5 years US & Canada
Santa Monica, CA 90401-1810
Ichiban Records, Inc. P.O. Box 7246777 5 years US & Canada
Atlanta, GA 31139-1677
Ice Cold Records 5304-J Panola Blvd. 5 years US & Canada
Decatur, GA 30305
Rip-It Records 715 N. Ferncreek Avenue 5 years US & Canada
Orlando, FL 32803
SOH Distributors Network 1981 Fletcher Creek Drive 5 years US & Canada
Memphis, TN 38133
Vision Records, Inc. 13385 W. Dixie Highway 5 years US & Canada
North Miami, FL 33161
Rodney Terry 2859 Gant Wuarters Circle Owned World
Marietta, GA 30068
</TABLE>
Page 1
<PAGE>
NASTY
CD#: 9523
RELEASE DATE: 9/23/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4-Sight Entertainment Nuts On The Chin Hard Headed 5 years US & Canada
1862 N.W. 38th Ave.
Lauderhill, FL 33311
Ichiban Records Nasty Dancer Kilo 3 years US & Canada
3991 Royal Drive N.W.
Kennesaw, GA 30144 Lower This Bitch DJ Smurf & PMHI
Joey Boy Records, Corp. Take It Off The Dogs 3 years US & Canada
3081 N.W. 24th Street
Miami, FL 33142
Neurodisc Records Put That Thing To The Floor Get Some Crew 3 years US & Canada
P.O. Box 7468
Hollywood, FL 33081
Pandisc Music Corp. Shake That Ass Bitch Splack Pack 3 years US & Canada
6157 N.W. 167th Street, F9
Miami, FL 33015 Freak Bendover DJ Laz
Touchwood Records Ruff Rida Fraze 3 years US & Canada
1650 Broadway
Suite 1210
New York, NY 10019
TVT Records U Gotta Go Kinsui 3 years US (Can?)
23 East 4th Street
New York, NY 10003
Vision Records, Inc. Pull It All The Way Down Prince Rahiem & Clay D 3 years US &
Canada
13385 W. Dixie Highway
North Miami, FL 33161 Shake Them Titties The Get Funky Crew
Pop That Coochie, Shake That Ass Baby Luke
</TABLE>
Page 1
<PAGE>
BOOTY MIX 2
CD#: 9517
RELEASE DATE: 3/25/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4-Sight Entertainment Bass Mechanic M.C.A.D.E. 5 years US & Canada
1862 N.W. 38th Avenue
Lauderhill, FL 33313 Get Retarded K.J. and Da Fella 5 years US & Canada
Benz Records, Inc. Work It Out MC Shy-D 5 years US & Canada
1521 Burnstone Drive
Stone Mountain, GA 30088
Hip Rock Records, Inc. Give It All You Afro-Rican 5 years US & Canada
610 N. Andrews Avenue Got (Doggie Style)
Ft. Lauderdale, FL 33311
Ichiban Records, Inc. Hear What I Hear Kilo 5 years US & Canada
P.O. Box 7246777
Atlanta, GA 31139-1677 Can't Stop The Rock DJ Kizzy Rock 5 years US & Canada
ID Records 2 Much Booty Soundmaster T 5 years US & Canada
c/o David Bloom, Esq. (In The Pants)
4648 N. Sacramento
Chicago, IL 60625
Click Boom Records Booty Bounce Goon Sqwad 5 years US & Canada
(need address)
Lil' Joe Records, Inc. Shake Whatcha Momma Poison Clan 5 years US & Canada
6157 NW 167th Street Gave Ya
Suite F-17
Miami, FL 33015 Shake A Lil' Somethin' 2 Live Crew 5 years US & Canada
Neurodisc Records Run Forrest Run Get Some Crew 5 years US & Canada
P.O. Box 7468
Hollywood, FL 33081
</TABLE>
Page 1
<PAGE>
BOOTY MIX 2
CD#: 9517
RELEASE DATE: 8/26/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PolyGram Special Markets Scarred Luke 5 years US & Canada
A Division of PolyGram Group
Distribution, Inc.
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Rip-It Records Tootsie Roll 69 Boyz 5 years US & Canada
715 N. Ferncreek Avenue
Orlando, FL 32803 Heiny Heiny 95 South 5 years US & Canada
Critique Records Dickey Ride Southern Playas 5 years US & Canada
50 Cross Street
Winchester, MA 01890
</TABLE>
Page 2
<PAGE>
FULL MOON
CD#: 3577
RELEASE DATE: 3/25/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Essence Records Voices Of Faith Chris Spheeris 5 years US & Canada
P.O. Box 2458
Sedona, AZ 86339
GTSP Records Rhapsody In Love John Tesh 5 years US & Canada
1608 N. Cahuenga Blvd.
Hollywood, CA 90028
Moulin D'Or Recordings Les Miserables Medley Danny Wright 5 years US & Canada
1148 W. Pioneer Parkway
Suite E
Arlington, TX 76013
Real Music Open Place Jim Chappell 3 years US & Canada
85 Liberty Ship Way
Suite 207
Sausalito, CA 94965
Relativity Records The Netsman & The Laird Adrian Legg 3 years US
A Division of Relativity
Entertainment, Inc.
79 Fifth Avenue
16th Floor
New York, NY 10003
Ciani Musica, Inc. d/b/a
Ciani Musica International, Inc. Go Gently Suzanne Ciani 5 years US & Canada
c/o Seventh Wave Productions
20 Sunnyside Avenue
Suite A-197
Mill Valley, CA 94941
Sony Music Special Products Fullmoon Beachwalk Ottmar Liebert & 3 years US only
Sony Music Entertainment, Inc. Luna Negra
550 Madison Avenue
New York, NY 10022-3211
</TABLE>
Page 1
<PAGE>
FULL MOON
CD#: 3577
RELEASE DATE: 3/25/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Silver Wave Records One Winter Morning Fowler & Branca 5 years US & Canada
P.O. Box 7943
Boulder, CO 80306
Time Line Productions Shenandoah Lorie Line 5 years US & Canada
222 Minnetonka Avenue South
Wayzata, MN 55391
Deep Cave Records Farewell Patrick O'Hearn 5 years US & Canada
Duryea Publishing Administration
54 Danbury Road
Suite 367
Ridgefield, CT 06877
Intersound Orinico Flow Taliesan Orchestra Owned World
Memories of Trees
</TABLE>
Page 2
<PAGE>
THE HIT LIST
CD#: 9285/PG: 9275
RELEASE DATE: 3/25/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
All American Music Group I Wish Skee-Lo 3 years US & Canada
808 Wilshire Blvd.
Santa Monica, CA 90401
EMI-Capitol Music Special Markets People Everyday Arrested Development 3 years US only
5750 Wilshire Blvd.
Suite 300
Los Angeles, CA 90036
Ichiban Records Gotta Get Mine MC Breed and 2 Pac 5 years US & Canada
3991 Royal Drive N.W.
Kennesaw, GA 30144 Ain't No Future In MC Breed
Your Frontin
Jive Records Y'All Ain't Ready Yet Mystikal
137-139 W. 25th Street
11th Floor Summertime D.J. Jazzy Jeff & 3 years US only
New York, NY 10001 The Fresh Prince
PolyMedia I Got A Man Positive K 3 years US only
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Profile Records Neva Go Back Special Ed 5 years US only
740 Broadway
7th Floor Tonite DJ Quick
New York, NY 10003
Down With The King Run-DMC
Back To The Hotel N2Deep
Virgin Records Boombastic Shaggy 5 years US & Canada
338 N. Foothill Road
Beverly Hills, CA 90210
</TABLE>
Page 1
<PAGE>
FLAVORS OF JAZZ
CD#: 9520
RELEASE DATE: 3/25/97
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Record Company Song Title Term Territory
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Denon Records October 3 years US
Suite 333
3343 Peachtree Road N.E.
Atlanta, GA 30326
EMI-Capitol Music Let Me Count The Ways 3 years US
Special Markets
5750 Wilshire Boulevard
Suite 300
Los Angeles, CA 90036
Higher Octave Music, Inc. Body Language 3 years US & Canada
Autumn Blue
JVC Music, Inc. Can You Stand The Rain
3800 Barnham Road
Suite 305 I Told You So
Los Angeles, CA 90068
Cause We've Ended As Lovers
Sunset
Kryptic Records The Closer I Get To You 3 years US
18344 Oxnard
Suite 101
Tarzana, CA 91356
Vanguard Records Try A Little Tenderness 3 years US
1299 Ocean Ave.
Suite 800
Santa Monica, CA 90401
Virgin Records America, Inc. Blue Moon 3 years US
338 North Foothill Road
Beverly Hills, CA 90210
</TABLE>
Page 1
<PAGE>
BETTER GET VI
CD#: 9501
RELEASE DATE: 8/26/97
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Company Address Term Territory
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fresh Records Attn: Dave Morgan 3 Years US
Unit 4
The Grand Union Centre
West Row
London W11 5AS
Strictly Rhythm 920 Broadway 5 years US
Records Suite 1403
N.Y., N.Y. 10010
Vicious Muzik Records, Inc. Attn: Jeffrey Rodman 3 1/2 years US
420 E. 64th Street
N.Y., N.Y. 10021
C.O.D. Distribution, Inc. Attn: John Galgano 3 years US
2015 W. Irving Park Rd.
Chicago, IL 60618
MCA Records, Inc. 70 Universal City Plaza 3 years US
Universal City
CA 91608
Champion Records Ltd Attn: Eddie Seago 3 years US
181 High Street
Harlesden
London NW10 4TE
Cleveland City Records Ltd Attn: Stuart Dale 5 years US
52a Clifton Street
Wolverhampton
WV3 OQT
</TABLE>
Page 1
<PAGE>
CAN'T GET THIS NO MORE! V1
CD#: 9500
RELEASE DATE: 4/1/96
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Company Address Term Territory
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sony Music Entertainment 550 Madison Ave 3 years US
N.Y, N.Y. 10022
Arista Records, Inc. 6 West 57th Street 5 years US
N.Y., N.Y. 10019
IRS Records EMI-CAPITOL ENTERTAINMENT 5 years US
5750 Wilshire Blvd.
Los Angeles, CA 90036
Many Edizioni Musicali Srl Via Pietro Maestri 2 5 years US
20129 Milan Italy
Strafe Entertainment Corp/ Attn: Steve Standard 5 years US
S.T.D. Music Publishing Co. 140 Lawrence Street
Suite 2
Brooklyn, N.Y. 11201
Teevee Toons, Inc. 23 East 4th Street 5 years US
N.Y., N.Y. 10003
West End Reocrds, Inc. 62 Southern Blvd. 5 years US
Nesconset, N.Y. 11767
Virgin Records America, Inc. Attn: George Maloian
338 N. Foothill Road
Beverly Hills, CA 90210
Geffen Records c/o MCA Records, Inc.
70 Universal City Plaza
Universal City
CA 91608
The RCA Records Label 1540 Broadway
a Unit of BMG Entertainment N.Y., N.Y. 10036
Cajual Records 1229 N. North Branch #218
Chicago, IL 60622
</TABLE>
<PAGE>
BETTER GET THIS NOW! VOL 2
CD#: 9503
RELEASE DATE: 9.24.96
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Name & Address Song (s) Term Territory
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cutting Records Inc. I Appreciate - Kathy Brown 5 years U.S. & Canada
c/o Stollman & Stollman
3720 Canterbury Way
Boca Raton, FL 33434
Champion Records Ltd Make My Love - Shawn Christopher 3 years US Only
181 High Street
Harlesden
London NW10 4TE
England
Cleveland City Records Hot - Ideal 3 years US Only
52a Clifton Street
Wolverhampton
WV3 OQT
England
Fresh Records Losing You - SGH 5 years US Only
Unit 4
The Grand Union Centre
West Row
London
W11 5AS
England
Max Music & Entertainment, Inc. The Real Thing - Tony Di Bart 3 years US Only
777 Brickell Avenue
Suite 800
Miami, Florida 33131
</TABLE>
Page 1
<PAGE>
BETTER GET THIS NOW! VOL 2
CD#: 9503
RELEASE DATE: 9.24.96
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Name & Address Song (s) Term Territory
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Avex UK Your Love - Inner City 3 years US, its possessions &
4th Floor Canada
22 Soho Square
London W1V 5FJ
England
Telstar Independent Records Ltd. Brighter Day - Kelly Llorenna 5 years US & Canada
t/a Pukka Records
Prospect Studios
Barnes High Street
London SW13 9LE
England
Rumour Records Skeletor - Incredible Groove 3 years US, its possessions &
Tempo House Canada
15 Falcon Road
London SW11 2PJ
Strictly Rhythm Records, Inc. Dream Come True - Angela Lewis 5 years US Only
920 Broadway
Suite 1403
New York, NY 10010
Strictly Rhythm Records, Inc. If Madonna Calls - Junior Vasquez 5 years US Only
920 Broadway
Suite 1403
New York, NY 10010
</TABLE>
Page 2
<PAGE>
BETTER GET THIS NOW! VOL 2
CD#: 9503
RELEASE DATE: 9.24.96
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Name & Address Song (s) Term Territory
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Yoshitoshi Recordings Giv Me Luv - Alcatraz 5 years US Only
c/o Kurosh Nasseri, Esq.
1900 L Street N.W.
Suite 707
Washington, D.C. 20007
ZYX Music GmbH Release Me - Industry 3 years US Only
Industriegebiet/Benzstrasse
D-35799 Merenberg
</TABLE>
Page 3
<PAGE>
CAN'T GET THIS NO MORE! Vol 2
CD#: 9502
RELEASE DATE: 10.24.96
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Song Title & Artist Company Term Territory
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Feel The Groove - Cartouche All American Music Group 5 years US & Canada
808 Wilshire Blvd
Santa Monica, CA 90401-1810
It's My Pleasure - My Friend Ex-it Records 5 years US & Canada
Sam featuring Viola Wills 25 East 9th Court
Miami, Florida 33010
I Wanna Have Some Fun - Zomba Recording Corporation 3 years United States Only
Samantha Fox 137-139 West 25th Street
New York, New York 10001
She Drives Me Crazy - Fine MCA Records, Inc. 3 years United States Only
Cannibals 70 Universal City Plaza
Some Kind Of Lover - Jody Universal City, CA 91608
Watley
Mercedes Boy - Pebbles
That Sound - Ralph Falcon Miami Soul Records 5 years US & Canada
featuring Dorothy Mann c/o MCT Management
333 W. 52nd Street, #1003
New York, New York 10019
Never Gonna Give You Up - The RCA Records Label 5 years US Only
Rick Astley A Unit of BMG Entertainment
check to:
BMG Entertainment
c/o Marty Olinick
RCA Records
8750 Wilshire Blvd.
Beverly Hills, CA 90211
</TABLE>
Page 1
<PAGE>
CAN'T GET THIS NO MORE! Vol 2
CD#: 9502
RELEASE DATE: 10.24.96
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Song Title & Artist Company Term Territory
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
You Used To Hold Me - Ralphi Saber Records, Inc. 5 years US & Canada
Rosario Featuring Xavier Gold 932 W. 38th Place
Chicago, IL 60609
Big Fun - Inner City Virgin Records America, Inc. 5 years US & Canada
Wiggle It - 2 In A Room 338 N. Foothill Road
Beverly Hills, CA 90210
send checks Attn: George Maloian
</TABLE>
Page 2
<PAGE>
EURO MIX
CD#: 9505
RELEASE DATE: 11/1/96
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Company Name & Address Song Title Artist Term Territory
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
23rd Precinct Recordings Ltd It's Whats Upfront That Counts Yosh 3 years US & Canada
23 Bath Street
Glasgow G2 1HU
Cheeky Records Ltd Satisfy My Love Sabrina Johnston 3 years US & Canada
181 High Street
Harlesden
London NW10 4TE
England
Cleveland City Records Ltd Glowing Sun On Rising Tide Kapta 5 years US
52a Clifton Street
Wolverhampton WV3 OQT
England
Fresh Records Feel The Spirit Giant City 5 years US
Unit 4 Inspiration Strike
The Grand Union Centre
Max Music & Entertainment Inc. Zombie Ororo 3 years US
777 Brickell Avenue Killing Me Softly BTF
Suite 800
Miami, FL 33131
Ministry of Sound Recordings Ltd. Hold On Yojo Working 5 years US & Canada
103 Gaunt Street
London SE1 6DP
England
Network Records UK/Best Beat Dance Ltd. Gonna Take Time Trinity 5 years US & Canada
Stratford House
Stratford Place
Camphill, Birmingham B12 OHT
England
</TABLE>
Page 1
<PAGE>
EURO MIX
CD#: 9505
RELEASE DATE: 11/1/96
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Company Name & Address Song Title Artist Term Territory
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
New Music International Srl The Colour Inside TI.PI.CAL. feat. Josh 5 years US & Canada
Via Mecenate, 84
20138 Milano
Italy
Pulse-8 Records We Gotta Love Kym Sims 3 years US & Canada
245 Old Marylebone Road
London NW10 5QT
Champion Records Ltd. Satisfy My Love Sabrina Johnston 3 years US & Canada
181 High Street
Harlesden
London NW10 4TE
England
</TABLE>
Page 2
<PAGE>
July 28, 1998 Bootleg Booty Vol. 2
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Benz Records, Inc. Producer Agrmt MC SHY-D & 3 years World
1521 Burnstone Dr. DJ Smurf
Stone Mountain, GA 30088
Benz Records, Inc. Big Booty Girls MC Shy-D 3 years US & Canada
1521 Burnstone Dr.
Stone Mountain, GA 30088 Keep Doin' It MC Shy-D
Big Du Entertainment Dirty South Bass Track The Southern Playas 3 years US & Canada
1230 N. Horn Avenue
Suite 420
Los Angeles, CA 90069
Xavier Hargrove Keep Rockin' X featuring DJ Kizzy 3 years US & Canada
Black Label Records Rock and June Dog
1764 Lynn Lane
Decatur, Georgia 30032
Big Oomp Records Which A Way DJ Jelly & MC Assault 3 years US & Canada
P.O. Box 42963
Atlanta, Georgia 30311
EKG Records It's Party Time Red-N-Black 3 years US & Canada
3800 N.W. 22nd Avenue
Miami, Florida 33142
305-633-4696
Ichiban Records, Inc. Can't Stop No Player Da Organization 3 years US & Canada
3991 Royal Drive N.W. Bend Over Da Organization
Kennesaw, GA 30144 This Party P.M.H.I.
Intersound Keep Droppin' DJ Craze
Honee Bunn Filthy Rich
Joe Boy Records, Corp. Break It Down Ant D & The Puppies 3 years US & Canada
3081 N.W. 24th Street Get It DJ Uncle Al
Miami, Florida 33142
Mirror Image Entertainment Shawty, Freak a Lil Sumtin Lil Jon & The Eastside 3 years US & Canada
6787 Collier Road Boyz
Riverdale, Georgia 30296
Mulatto Entertainment Stomp Get Some Crew 3 years US & Canada
685 N.W. 21st Street Perculator Get Some Crew
Pompano Beach, Florida 33060
Power Records I'LL NA NA 12 Gauge 3 years US & Canada
6121 Oakbrook Parkway
Norcross, GA 30093
Rhyme & Cartel My Hooptie Sir-Mix-a-Lot 3 years US & Canada
16727 S.E. Lakhom Road Beepers Sir-Mix-a-Lot
Auburn, Washington 98092
Rip-It Records Wiggle Wiggle Artist Disco and the 3 years US & Canada
1221 W. Colonial Dr. the City Boyz
Suite 300
Orlando, FL 32804 Come On Now Turnpike Boyz
310-659-8350
Sir-Mix-a-Lot
</TABLE>
Page 1
<PAGE>
July 28, 1998 Bootleg Booty Vol. 2
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Rhyme & Cartel Master to be announced Sir-Mix-a-Lot 3 years US & Canada
16727 S.E. Lakhom Road
Auburn, Washington 98092
Street Street Entertainment Doo Doo Brown DJ Nasty Knock 3 years US & Canada
433 Plaza Real, Suite 275 Show Me The Money DJ Nasty Knock
Boca Raton, Florida 33432
</TABLE>
Page 2
<PAGE>
RELEASE DATE: 06/23/98 INDIGO MOODS: The Mystery and Passion of Night
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Blue Meteor Records Decades The Wind Machine Guitar 3 years USA
P.O. Box 477 Duo
Berthoud, CO 80513
Duryea Publishing Admin. 3 Circles Patrick O'Hearn 3 years USA
54 Danbury Road
Suite 367
Ridgefield, Connectcut 06877
Gallery Records Next Time Jeff Burak 3 years USA
The Albert Buiolding
1010 B Street, Suite 425
San Rafael, CA 94901
Higher Octave Music
Suite 2C Skyline Drive Shahin and Sepehr 3 years USA
23852 Pacific Coast Highway
Malibu, California 90265
Miramar Recordings False Prophet Quintanta Speer 3 years USA
200 Second Avenue West
Seattle, Washington 98119-4204
Raven Recording
P.O. Box 2034 Open Sky Gordy Ryan, Al Shackman 3 years USA
Red Bank, New Jersey 07701 and Gary Thomas
Real Music Sensuality Mars Lasar 3 years USA
85 Liberty Ship Way After All We Had Planned Jim Chappell & Hearsay
Suite 207
Sausalito, California 94965
Solid Air Records In Your Arms Laurence Juber 3 years USA
1610 Crestview Avenue
Seal Beach, California 90740
Sugo Music She Lives Inside: Stevean Pasero w/ 3 years USA
790 Main Street Of All Men Christopher Bock
P.O. Box 390604
Half Moon Bay, California 94019
Universal Music Group Acoustic Alchemy Lady Lynda 3 years USA
70 Universal City Plaza
Universal City, California 91608
Word Entertainment The Art of Love Mark Baldwin and 3 years USA
3319 West End Avenue Eric Darken
Suite 200
Nashville, Tennessee 37203
</TABLE>
Page 1
<PAGE>
RELEASE DATE: 04/28/98 ELEKTRONIKA II
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASPHODEL RECORDS Mr. Excitement Tipsy 3 years US & Canada
149 Park Street 3/10 of Population We
San Francisco, CA 94110
(212) 604-9130
(212) 604-0783 FAX
CLEOPATRA LABEL GROUP PhP's Advice (Orb Mix) Gong 3 years US & Canada
8726 S. Sepulbeda D-82
Los Angeles, CA 90015
(310) 305-0172
(310) 821-4702 (FAX)
HEAVENLY RECORDS Like A Motoway (Chemical St. Etienne 3 years US & Canada
72 Wardour Street Bros. Remix)
London WIV 3HP
Igo Ego Them Red Red Groovy
5100 Zenith Av S.
Minneapolis, Minnesota 55410
LIQUID SKY MUSIC Ethiopia D.J. Soul Slinger 3 years US & Canada
67 East 3rd Street
Suite A
New York, New York 10003
(212) 260-4656
(212) 260-4699 (FAX)
NINJA TUNE Timber Coldcut 3 years US & Canada
Winchester Wharf
Clink Street
London SE1 9DG
0171 357 7180
0171 357 7197 (FAX)
POLYMEDIA Toxygene The Orb 3 years US
825 Eighth Avenue MIdwest Spring Heel Jack
New York, New York 10019 Gravitational Arch of 10 Vapourspace
(212) 333-8061
(212) 333-8020 (FAX)
PROFILE RECORDS
740 Broadway, 7th Floor Music For the Lonely Jamie Myerson 3 years US
New York, New York 10003
(212) 529-2600
(212) 420-8216 (FAX)
XL RECORDINGS Narcotic Influence Empirion 3 years US
17-19 Alma Road (Meat Beat Manifesto Mix)
London SW 18 1AA
0181 870 9912
0181 877 9209 (FAX)
</TABLE>
Page 1
<PAGE>
RELEASE DATE: 03/31/98 TOTAL RITMO
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
CONTRACT AND ARTIST SONG TITLE TERM TERRITORY
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Producer Agrmt between Intersound Shake It To The Rhythm Perpetuity World
and Lewis Martinee for performances of
Ray Guell and Sequel
Non-Exclusive Artist Agrmt between There's More To Love Perpetuity World
Intersound and Angie Biordi p/k/a Sequel
Agreement between Intersound and The Mexican Perpetuity World
Antonia Graham p/k/a Mz Toni
Non-Exclusive Artist Agreement between Intersound (We did not use her on the Perpetuity World
Inc. and Blanca Batista p/k/a Nyasia album, we paid her $500.00)
Non-Exclusive Artist Agreement between Don't Go Perpetuity World
Intersound and Ray Guell
Exclusive Artist Agreement between Intersound I'm Going Out of My Mind Perpetuity World
and Sal Hanono f/s/o The Voice in Fashion
Non-Exclusive Artist Agreement Pirana Perpetuity World
between Intersound and Geraldo Mejia
Non-Exclusive Artist Agreement between Can't U Feel It? Perpetuity World
Intersound Inc. and Marino Portuondo pka Tony Moreno
Non-Exclusvie Artist Agreement between Las Mujeres Perpetuity World
Intersound and Tito Puente Jr. featuring 2 BMF Las Mujeres (Adam's Radio Mix)
Non-Exclusive Artist Agreement between Intersound and This Love (Was Meant to Be) Perpetuity World
Derrick Rahming f/s/o Afro-Rican
Master Use License Agreement between Intersound, Inc. Everybody Get Down Perpetuity World
and Pavone Records, a subsidiary of Starlore, Inc.
(Nadine Renee)
Agreement between Intersound and Dauby Talles Is It Real Love Perpetuity World
</TABLE>
Page 1
<PAGE>
RELEASE DATE: 3/31/98 BOOTY MIX 3
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
All American Music Grits & Eggs Breakdown 3 years US & Canada
2114 Pico Blvd. Let Me Ride 12 Gauge
Santa Monica, California 90405
Arista Records, Inc. My Baby Daddy B-Rock & The Bizz 5 years USA & Canada
Arista Building
6 West 57th Street
New York, New York 10019
Bev Groves 416-586-1614
BMG Music Canada, Inc. 416-586-0454 F
Backstage Records Splash Down Danny D 5 years US & Canada
7880 W. 20th Avenue #3
Miami, Florida
Benz Records, Inc. Keep Doin' It MC Shy-D 5 years US & Canada
1521 Burnstone Drive True That MC Shy-D
Stone Mountain, GA 30088 Hold Up! Wait A Minute DJ Smurf
Black Label Records Crank This DJ Kizzy Rock (Clean Mix) 5 years US & Canada
1764 Lynn Lane
Decatur, Georgia 30032
4-Sight Entertainment Bass Train M.C.A.D.E. 5 years US & Canada
1862 N.W. 38th Avenue Crank It M.C.A.D.E.
Lauderhill, FL 33313
Hip Rock Records, Inc. Taste That Moon Pie Afro-Rican 5 years US & Canada
610 N. Andrews Avenue
Ft. Lauderdale, FL 33311
Ichiban Records, Inc. Can't Stop No Player Da Organization 5 years US & Canada
P.O. Box 7246777
Atlanta, GA 31139-1677
Joey Boy Records, Corp. Break It Down Ant D & The Puppies 5 years US & Canada
3081 N.W. 24th Street Get It DJ Uncle Al
Miami, FL 33142
Mirror Image Entertainment Who U Wit Lil John and The East Side Boyz 5 years US & Canada
6787 Collier Road
Riverdale, Georgia 30296
Pandisc Records Scrub Da Ground Splack Back 5 years US & Canada
6157 N.W. 167th Street F9 123456 Bass (Original) Beat Dominator
Miami, Florida 33015
Panic Records I'm Gonna Luv U Summer Junkies 5 years US & Canada
</TABLE>
Page 1
<PAGE>
RELEASE DATE: 3/31/98 BOOTY MIX 3
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1675 Rollins Road
Burlingame. CA 94010
Polygram Reckless (Club Mix) Chris The Glove Taylor 5 years US & Canada
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Polygram Canada/Jason McKay
905-415-9900 ext 2008
Power Records Da' Dip Freak Nasty 5 years US & Canada
6350 McDonough Drive, Suite A
Norcross, Georgia 30093
Rip-It Records Wiggle Wiggle Disco and the City Boyz 5 years US & Canada
715 N. Ferncreek Avenue
Orlando, Florida 32803
Universal Music Group Show Me Love Kilo Ali 3 years US & Canada
70 Universal City Plaza
Universal City, California 91608
Vision Records Pullit All the Way Down Beatmaster Clay D 5 years US & Canada
13385 W. Dixie Highway Booty Drop DJ SPin and Fresh Kid Ice
North Miami, Florida 33161
</TABLE>
Page 2
<PAGE>
SCHEDULE 10.15
REAL AND PERSONAL PROPERTY
1. SEE EXHIBIT A to SCHEDULE 10.14 which sets forth a list of the Master Sound
Recordings owned by Borrower and its Subsidiaries.
2. SEE EXHIBIT A to SCHEDULE 10.14 which sets forth a list of the Musical
Compositions in or to which Borrower and its Subsidiaries owns or co-owns
publishing rights.
3. SEE EXHIBIT B to SCHEDULE 10.14 which sets forth a list of Master Album
Recordings owned by Borrower and its Subsidiaries.
4. SEE EXHIBIT A to SCHEDULE 10.14 which sets forth a list of registered
copyrights and copyright applications submitted by Borrower and its
Subsidiaries pending registration in each of the Master Sound Recordings
and the Master Album Recordings owned by Borrower and its Subsidiaries.
5. SEE EXHIBIT C to SCHEDULE 10.14 which sets forth all registered trademarks
owned by the Borrower and its Subsidiaries and trademark applications
submitted for registration by Borrower and its Subsidiaries.
<PAGE>
SCHEDULE 10.16
BUSINESS LOCATIONS AND TRADE NAMES
Business Locations:
<TABLE>
<CAPTION>
NAME OF DEBTOR CHIEF EXECUTIVE ADDITIONAL LOCATION OF
OFFICE PLACES OF COLLATERAL HELD
BUSINESS BY DEBTOR
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Platinum Entertainment, 2001 Butterfield Rd., None 2001 Butterfield Rd.,
Inc. Suite 1400 Suite 1400
Downers Grove, IL Downers Grove, IL
60515 60515
1222 16th Ave. South
Nashville, TN
1 Select Ave.,
Unit 10
Scarborough, Ontario
CANADA M1V 5J3
11810 Wills Rd.,
Suite 110
Alpharetta, GA 30201
333 Washington Ave.
No., Suite 306 & 308
Minneapolis, MN 55401
4100 Spring Valley Rd.
Dallas, TX 75244
70 Walnut Street
Wellesley, MA 02181
(during the past five 5020 Chase St.
year period) Downers Grove, IL
60515
(during the past five 610 N. Fairbanks
year period) 3rd Floor
Chicago, IL 60611
(during the past five 1207 17 Ave. South
year period) Suite 103
Nashville, TN 37212
(during the past five 10 Columbus Blvd.
year period) Suite 219
Hartford, CT 06106
Peg Publishing, Inc. 2001 Butterfield Rd., 2001 Butterfield Rd.,
Suite 1400 Suite 1400
Downers Grove, IL Downers Grove, IL
60515 60515
(during the past five 610 N. Fairbanks
year period) 3rd Floor
Chicago, IL 60611
<PAGE>
Royce Publishing, Inc. 2001 Butterfield Rd., 2001 Butterfield Rd.,
Suite 1400 Suite 1400
Downers Grove, IL Downers Grove, IL
60515 60515
(during the past five 610 N. Fairbanks
year period) 3rd Floor
Chicago, IL 60611
JustMike Music, Inc. 2001 Butterfield Rd., 2001 Butterfield Rd.,
Suite 1400 Suite 1400
Downers Grove, IL Downers Grove, IL
60515 60515
(during the past five 610 N. Fairbanks
year period) 3rd Floor
Chicago, IL 60611
</TABLE>
<PAGE>
SCHEDULE 10.16
BUSINESS LOCATIONS AND TRADE NAMES
TRADENAMES:
<TABLE>
<CAPTION>
DEBTOR TRADENAME
<S> <C>
Platinum Entertainment, Inc. Intersound, Inc.
CGI Records, Inc.
River North Records, Inc.
House of Blues Music Company
Royce Publishing, Inc. Dethom Music
JustMike Music, Inc. JustMike Music
Peg Publishing, Inc. Joste Music
Lexicon Music, Inc. None
DEBTOR DIVISION
Platinum Entertainment, Inc Victoria Kay Music
John Juan Music
DURING THE PAST FIVE YEAR PERIOD TRADENAME
Royce Publishing, Inc. Red Rewmar Music
Luminar Music
JustMike Music, Inc. Libris Music
Jambeaux Music
Rappel Music
<PAGE>
DURING THE PAST FIVE YEAR PERIOD TRADENAME
Peg Publishing, Inc. Sonic Chaos
SPEC Twelve Music
Lexicon Music
</TABLE>
<PAGE>
SCHEDULE 10.16
BUSINESS LOCATIONS AND TRADE NAMES
REAL ESTATE LEGAL DESCRIPTION:
NONE
<PAGE>
SCHEDULE 10.18
SUBSIDIARIES
<TABLE>
<CAPTION>
DEBTOR JURISDICTION OF PERCENTAGE COMMON STOCK PAR VALUE PER COMMON STOCK
INCORPORATION OWNED BY AUTHORIZED SHARE ISSUED
BORROWER
<S> <C> <C> <C> <C> <C>
Lexicon Music, Delaware 100% 3,000 shares $0.01 3,000 shares
Inc
Royce Delaware 100% 3,000 shares $0.01 3,000 shares
Publishing, Inc
JustMike Music, Delaware 100% 3,000 shares $0.01 3,000 shares
Inc
PEG Publishing, Delaware 100% 3,000 shares $0.01 3,000 shares
Inc.
</TABLE>
<PAGE>
SCHEDULE 10.19
HAZARDOUS MATERIALS
NONE.
<PAGE>
SCHEDULE 10.20
FEES
NONE.
<PAGE>
SCHEDULE 10.21
TAXES
Payment of Platinum Entertainment, Inc.'s State of Illinois Foreign Corporation
Annual Franchise Taxes and Fees for the reporting period from 3/97 to 2/28/98 is
currently unresolved.
<PAGE>
SCHEDULE 10.25
COLLECTIVE BARGAINING AGREEMENTS
NONE.
<PAGE>
SCHEDULE 10.26
YEAR 2000
Platinum has either upgraded its Software or replaced it with "Year 2000
compliant" software with the following exceptions:
(1) Comet Software is currently running the accounting and distribution
packages for Platinum's office in Alpharetta, Georgia. The Comet
Software will be replaced with the Lawson Software Package; and
(2) Novell's Internetware is Platinum's file server operating system.
Platinum will install the most current patch for Novell's
Internetware.
Upon completion of the replacements and installations described above, which
Platinum expects to fully complete by December 31, 1999, Platinum and its
Subsidiaries will be "Year 2000 compliant."
<PAGE>
SCHEDULE 11.11
INVESTMENTS
NONE.
<PAGE>
SCHEDULE 11.18
BUSINESS ACTIVITIES
Producing, licensing, acquiring, marketing and distributing recorded music in a
variety of musical formats.
<PAGE>
SCHEDULE 11.19
AFFILIATE TRANSACTIONS
1. Platinum entered into Consulting Agreements, each dated as of December 12,
1997, between Platinum and each of MAC Music LLC ("MAC") and Palladin
Capital Group, Inc. ("Palladin"), each of which are 10% beneficial holders
of Platinum's Common Stock . Platinum is required to pay an annual
consulting fee of $200,000 to each of MAC and Palladin.
2. Platinum has hired PLATINUM TECHNOLOGY, INC. to develop and operate a Web
site through which Platinum will distribute and sell titles from its music
catalog and provide other entertainment features. Andrew Filipowski, a
Director of Platinum, is the Chairman of the Board, President and Chief
Executive Officer of PLATINUM TECHNOLOGY, INC. and Michael Cullinane, a
Director of Platinum, is Chief Financial Officer and Treasurer of PLATINUM
TECHNOLOGY, INC.
3. Platinum has hired PLATINUM TECHNOLOGY, INC. to provide consulting services
in connection with its computer systems and software development. Andrew
Filipowski, a Director of Platinum, is the Chairman of the Board, President
and Chief Executive Officer of PLATINUM TECHNOLOGY, INC. and Michael
Cullinane, a Director of Platinum, is Chief Financial Officer and Treasurer
of PLATINUM TECHNOLOGY, INC.
<PAGE>
SCHEDULE 11.21
INDEBTEDNESS
1. Royalties Payable $6,722,192, as of June 30, 1998, recording artist
royalties, mechanical royalties, and licensing royalties.
2. Advances Payable pursuant to executed artist, license or distribution
agreements $38,500
3. Platinum has hired PLATINUM TECHNOLOGY, INC. to develop and operate a Web
site through which Platinum will distribute and sell titles from its music
catalog and provide other entertainment features. In connection with this
project, Platinum has also hired Liquid Audio as its provider of software
that will allow encryption of music masters and the digital download of
custom CDs.
5. Platinum has hired PLATINUM TECHNOLOGY, INC. to provide consulting services
in connection with its computer systems and software development.
<PAGE>
SCHEDULE 11.29
COLLATERAL LOCATIONS
<TABLE>
<CAPTION>
NAME OF DEBTOR LOCATION OF COLLATERAL HELD BY DEBTOR
<S> <C>
Platinum Entertainment, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
1222 16th Ave. South Nashville, TN
1 Select Ave.,
Unit 10
Scarborough, Ontario CANADA M1V 5J3
11810 Wills Rd.,
Suite 110
Alpharetta, GA 30201
333 Washington Ave. No., Suite 306 & 308
Minneapolis, MN 55401
4100 Spring Valley Rd.
Dallas, TX 75244
70 Walnut Street
Wellesley, MA 02181
Peg Publishing, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
Royce Publishing, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
JustMike Music, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
</TABLE>
<PAGE>
SCHEDULE 12.1(h)
INDEBTEDNESS TO BE REFINANCED
<TABLE>
<CAPTION>
NAME AMOUNT
<S> <C>
Harris Trust and Savings Bank $28,053,197.38
</TABLE>
<PAGE>
EXECUTION COPY
REVOLVING NOTE
$35,000,000 July 31, 1998
Chicago, Illinois
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the
order of First Source Financial LLP ("LENDER") in lawful money of the United
States of America and in immediately available funds at the principal office of
LaSalle National Bank in Chicago, Illinois or such other place as the holder of
this Note may from time to time designate the principal amount of THIRTY FIVE
MILLION Dollars ($35,000,000) or, if less, the aggregate unpaid principal amount
of all Revolving Loans made to the undersigned pursuant to the Secured Credit
Agreement hereinafter referred to (as shown in the records of Lender or, at
Lender's option, on the schedule attached hereto and any continuation thereof).
The undersigned further promises to pay interest on the unpaid principal
amount of each Revolving Loan from the date of such Revolving Loan until such
Revolving Loan is paid in full, payable at such rate(s) and at such time(s), as
provided in the Secured Credit Agreement hereinafter referred to.
This Note evidences indebtedness incurred under, and is entitled to the
benefits of, that certain Secured Credit Agreement, dated as of July 31, 1998
(as amended, modified or supplemented from time to time herein called the
"SECURED CREDIT AGREEMENT"), among Platinum Entertainment, Inc., a Delaware
corporation, the undersigned, certain financial institutions (the undersigned
and such financial institutions being referred to herein collectively as the
"LENDERS") and First Source Financial LLP, as agent for the Lenders, to which
reference is hereby made for a statement of the terms and provisions under which
this Note and the Revolving Loans evidenced hereby were made and are to be
repaid, including provisions as to when it may be paid prior to its due date or
its due date accelerated. Capitalized terms used but not otherwise defined
herein are used herein as defined in the Secured Credit Agreement to the extent
defined therein.
If a payment hereunder becomes due and payable hereunder other than on a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day, and interest shall be payable thereon during such extension at the
applicable rate specified above. Checks, drafts or similar items of payment
received by the Lender shall not constitute payment, but credit therefor shall,
solely for the purpose of computing interest earned by the Lender, be given in
accordance with the Secured Credit Agreement. In no contingency or event
whatsoever shall interest charged hereunder, however such interest may be
characterized or computed, exceed the highest rate permissible under any law
which a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. In the event that such a court determines that the Lender
has received interest hereunder in excess of the highest rate applicable hereto,
such excess shall be applied in accordance with the terms of the Loan Agreement.
<PAGE>
This Note is secured pursuant to the Collateral Documents, and is entitled
to the benefits thereof and reference is made thereto for a statement of terms
and provisions under which this Note is secured.
In addition to and not in limitation of the foregoing and the provisions of
the Secured Credit Agreement, the undersigned further agrees, subject only to
any limitation imposed by applicable law, to pay all costs and expenses,
including reasonable attorneys' fees and legal expenses, incurred by the holder
of this Note in endeavoring to collect any amounts payable hereunder which are
not paid when due, whether by acceleration or otherwise.
Whenever in this Note reference is made to Lender or the undersigned, such
reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns. The provisions of this Note shall be binding
upon and shall inure to the benefit of said successors and assigns; provided the
undersigned shall have no right to delegate any of its duties hereunder.
The undersigned, and all endorsers and other persons obligated hereon,
hereby waive presentment, demand, protest, notice of demand, notice of protest
and notice of nonpayment and agree to pay all costs of collection, including
reasonable attorneys' fees and expenses.
This Note is made under and governed by the laws of the State of Illinois
without regard to conflict of laws principles.
PLATINUM ENTERTAINMENT, INC.
By: /s/ Douglas Laux
---------------------------------
Name Printed: Douglas Laux
----------------------------
Its: Chief Financial Officer
---------------------------------
<PAGE>
Schedule Attached to Revolving Note dated as of July 31, 1998 of
_________________ and _________________
Amount of Amount of Unpaid
Loan Loan Principal Notation
Date Advance Repayment Balance Made By
- ------------------------------------------------------------------------------
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
EXECUTION COPY
SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of July 31, 1998 between PLATINUM
ENTERTAINMENT, INC., a Delaware corporation ("GRANTOR") and FIRST SOURCE
FINANCIAL LLP, an Illinois registered limited liability partnership, as agent,
for its benefit and the benefit of Lenders (in such capacity, "AGENT").
W I T N E S S E T H:
WHEREAS, Grantor, Agent and the Persons from time to time designated
as Lenders thereunder ("LENDERS") have entered into that certain Secured Credit
Agreement dated as of the date hereof (including all annexes, exhibits and
schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the "CREDIT AGREEMENT"), providing for the extension of
loans and other financial accommodations from Lenders to Grantor;
WHEREAS, in connection with the making of the loans and other
extensions of credit under the Credit Agreement and as security for the
obligations of Grantor under the Credit Agreement, Lenders and Agent are
requiring that Grantor shall have executed and delivered this Security Agreement
and granted the security interests contemplated hereby; and
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise
defined herein have the meanings given to them in the Credit Agreement. All
other undefined terms contained in this Security Agreement, unless the context
indicates otherwise, have the meanings provided for by the Code to the extent
the same are used or defined therein.
2. GRANT OF LIEN.
(a) To secure the prompt and complete payment, performance and
observance of all of the Liabilities, Grantor hereby grants, assigns, conveys,
mortgages, pledges, hypothecates and transfers to Agent, for its benefit and the
benefit of Lenders, a Lien upon all of its right, title and interest in, to and
under the following property, whether now owned by or owing to, or hereafter
acquired by or arising in favor of Grantor (including under any trade names,
styles or derivations thereof), and whether owned or consigned by or to, or
leased from or to, Grantor, and regardless of where located (all of which being
hereinafter collectively referred to as the "COLLATERAL"):
(i) all Accounts;
-1-
<PAGE>
(ii) all Chattel Paper;
(iii) all Contracts;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all goods;
(x) all Inventory;
(xi) all Investment Property;
(xii) All Bank Accounts, and all other deposit and other bank
accounts and all deposits therein;
(xiii) all money, cash or cash equivalents of Grantor; and
(xiv) to the extent not otherwise included, all Proceeds and
products of the foregoing and all accessions to, substitutions and replacements
for, and rents and profits of, each of the foregoing.
(b) In addition, to secure the prompt and complete payment,
performance and observance of the Liabilities and in order to induce Lenders as
aforesaid, Grantor hereby grants to Agent, a right of setoff against the
property of Grantor held by Agent, consisting of property described above in
SECTION 2(a) now or hereafter in the possession or custody of or in transit to
Agent, for any purpose, including safekeeping, collection or pledge, for the
account of Grantor, or as to which such Grantor may have any right or power.
3. AGENT'S RIGHTS; LIMITATIONS ON AGENT'S OBLIGATIONS.
(a) It is expressly agreed by Grantor that, anything herein to the
contrary notwithstanding, Grantor shall remain liable under each of its
Contracts to observe and perform all the conditions and obligations to be
observed and performed by it thereunder. Agent shall not have any obligation
or liability under any Contract by reason of or arising out of this Security
Agreement or the granting herein of a Lien thereon or the receipt by Agent of
any payment relating to any Contract pursuant hereto. Agent shall not be
required or obligated in any manner to perform or
-2-
<PAGE>
fulfill any of the obligations of Grantor under or pursuant to any Contract, or
to make any payment, or to make any inquiry as to the nature or the sufficiency
of any payment received by it or the sufficiency of any performance by any party
under any Contract, or to present or file any claims, or to take any action to
collect or enforce any performance or the payment of any amounts which may have
been assigned to it or to which it may be entitled at any time or times.
(b) Agent may, in its sole discretion, at any time after an Event of
Default shall have occurred and be continuing, without prior notice to Grantor,
notify Account Debtors, parties to the Contracts and obligors in respect of
Instruments and Chattel Paper, that the Accounts and the right, title and
interest of Grantor in and under such Contracts, Instruments and Chattel Paper
have been assigned to Agent, for the benefit of Lenders, and that payments shall
be made directly to Agent.
(c) Agent may at any time in the name of Grantor, or during the
pendency of an Event of Default, in Agent's name, communicate with Account
Debtors, parties to Contracts, obligors in respect of Instruments and obligors
in respect of Chattel Paper to verify with such Persons, to Agent's
satisfaction, the existence, amount and terms of any such Accounts, Contracts,
Instruments or Chattel Paper. If an Event of Default shall have occurred and be
continuing, Grantor, at its own expense, shall cause the independent certified
public accountants then engaged by Grantor to prepare and deliver to Agent at
any time and from time to time promptly upon Agent's request the following
reports with respect to Grantor: (i) a reconciliation of all Accounts; (ii) an
aging of all Accounts; (iii) trial balances; and (iv) a test verification of
such Accounts as Agent may request. Grantor, at its own expense, shall deliver
to Agent the results of each physical verification, if any, which Grantor may
in its discretion have made, or caused any other Person to have made on its
behalf, of all or any portion of its Inventory.
4. REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants
that:
(a) Grantor is the sole owner of each item of the Collateral upon
which it purports to grant a Lien hereunder, and has good and marketable title
thereto free and clear of any and all Liens other than Permitted Liens.
(b) No effective security agreement, financing statement, equivalent
security or Lien instrument or continuation statement covering all or any part
of the Collateral is on file or of record in any public office, except such as
may have been filed (i) by Grantor in favor of Agent pursuant to this Security
Agreement or the other Related Documents, and (ii) in connection with any other
Permitted Liens.
(c) This Security Agreement is effective to create a valid and
continuing Lien on and, upon the filing of the appropriate financing statements
listed on SCHEDULE I hereto, a perfected Lien in favor of Agent, on the
Collateral with respect to which a Lien may be perfected by filing
-3-
<PAGE>
pursuant to the Code. Such Lien is prior to all other Liens, except Permitted
Liens that would be prior to Liens in favor of Agent as a matter of law, and is
enforceable as such as against any and all creditors of and purchasers from
Grantor (other than purchasers of Inventory in the ordinary course of business).
All action by Grantor necessary or desirable to protect and perfect such Lien on
each item of the Collateral has been duly taken.
(d) SCHEDULE II hereto lists all Instruments and Chattel Paper of
Grantor. All action by Grantor necessary or desirable to protect and perfect
the Lien of Agent on each item set forth on SCHEDULE II (including the delivery
of all originals thereof to Agent and the legending of all Chattel Paper as
required by SECTION 5(b) hereof) has been duly taken. The Lien of Agent, on the
Collateral listed on SCHEDULE II hereto is prior to all other Liens, except
Permitted Liens that would be prior to the Liens in favor of Agent as a matter
of law, and is enforceable as such against any and all creditors of and
purchasers from Grantor.
(e) Grantor's chief executive office, principal place of business,
corporate offices, all warehouses and premises where Collateral is stored or
located, and the locations of all of its books and records concerning the
Collateral are set forth on SCHEDULE III hereto.
(f) With respect to the Accounts, except as specifically disclosed in
the most recent Borrowing Base Certificate delivered to Agent: (i) they
represent bona fide sales of Inventory or rendering of services to Account
Debtors in the ordinary course of Grantor's business and are not evidenced by a
judgment, Instrument or Chattel Paper; (ii) there are no setoffs, claims or
disputes existing or asserted with respect thereto and Grantor has not made any
agreement with any Account Debtor for any extension of time for the payment
thereof, any compromise or settlement for less than the full amount thereof, any
release of any Account Debtor from liability therefor, or any deduction
therefrom except a discount or allowance allowed by Grantor in the ordinary
course of its business for prompt payment and disclosed to Agent; (iii) to
Grantor's knowledge, there are no facts, events or occurrences which in any way
impair the validity or enforceability thereof or could reasonably be expected to
reduce the amount payable thereunder as shown on Grantor's books and records and
any invoices, statements and Borrowing Base Certificates delivered to Agent with
respect thereto; (iv) Grantor has not received any notice of proceedings or
actions which are threatened or pending against any Account Debtor which might
result in any adverse change in such Account Debtor's financial condition; and
(v) Grantor has no knowledge that any Account Debtor is unable generally to pay
its debts as they become due. Further with respect to the Accounts (x) the
amounts shown on all invoices, statements and Borrowing Base Certificates which
may be delivered to Agent with respect thereto are actually and absolutely owing
to Grantor as indicated thereon and are not in any way contingent; (y) no
payments have been or shall be made thereon except payments immediately
delivered to the applicable Bank Accounts or Agent as required pursuant to the
terms of the Credit Agreement; and (z) to Grantor's knowledge, all Account
Debtors have the capacity to contract.
(g) With respect to any Inventory scheduled or listed on the most
recent Borrowing Base Certificate delivered to Agent pursuant to the terms of
this Security Agreement or the Credit Agreement, (i) such Inventory is located
at one of the Grantor's locations set forth on SCHEDULE III hereto (ii) no
Inventory is now, or shall at any time or times hereafter be stored at any
-4-
<PAGE>
other location without Agent's prior consent, and if Agent gives such consent,
Grantor will concurrently therewith obtain, to the extent required by the Credit
Agreement, bailee, landlord and mortgagee agreements, (iii) Grantor has good,
indefeasible and merchantable title to such Inventory and such Inventory is not
subject to any Lien or security interest or document whatsoever except for the
Lien granted to Agent, and except for Permitted Liens, (iv) except as
specifically disclosed in the most recent Borrowing Base Certificate delivered
to Agent, such Inventory is Eligible Inventory of good and merchantable quality,
free from any defects, (v) such Inventory is not subject to any licensing,
patent, royalty, trademark, trade name or copyright agreements with any third
parties which would require any consent of any third party upon sale or
disposition of that Inventory or the payment of any monies to any third party as
a precondition of such sale or other disposition, and (vi) the completion of
manufacture, sale or other disposition of such Inventory by Agent following an
Event of Default shall not require the consent of any Person and shall not
constitute a breach or default under any contract or agreement to which Grantor
is a party or to which such property is subject.
5. COVENANTS. Grantor covenants and agrees with Agent that from and
after the date of this Security Agreement and until the Termination Date:
(a) FURTHER ASSURANCES; PLEDGE OF INSTRUMENTS. At any time and from
time to time, upon the written request of Agent and at the sole expense of
Grantor, Grantor shall promptly and duly execute and deliver any and all such
further instruments and documents and take such further actions as Agent may
deem desirable to obtain the full benefits of this Security Agreement and of the
rights and powers herein granted, including (i) using its best efforts to secure
all consents and approvals necessary or appropriate for the assignment to or for
the benefit of Agent of any Contract held by Grantor or in which Grantor has any
rights not heretofore assigned, (ii) filing any financing or continuation
statements under the Code with respect to the Liens granted hereunder or under
any other Related Document, (iii) transferring Collateral to Agent's possession
(for the benefit of Agent and Lenders) if such Collateral consists of Chattel
Paper, Instruments or if a Lien on such Collateral can be perfected only by
possession, or if requested by Agent, and (iv) obtaining, or using its best
efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees
in accordance with the Credit Agreement. Grantor also hereby authorizes Agent
to file any such financing or continuation statements without the signature of
Grantor to the extent permitted by applicable law. If any amount payable under
or in connection with any of the Collateral is or shall become evidenced by any
Instrument, such Instrument, other than checks and notes received in the
ordinary course of business, shall be duly endorsed in a manner satisfactory to
Agent immediately upon Grantor's receipt thereof.
(b) MAINTENANCE OF RECORDS. Grantor shall keep and maintain, at its
own cost and expense, satisfactory and complete records of the Collateral,
including a record of any and all payments received and any and all credits
granted with respect to the Collateral and all other dealings with the
Collateral. Grantor shall mark its books and records pertaining to the
Collateral to evidence this Security Agreement and the Liens granted hereby.
All Chattel Paper shall be marked with the following legend: "This writing and
the obligations evidenced or secured hereby are subject to the security interest
of First Source Financial LLP, as Agent."
-5-
<PAGE>
(c) [Intentionally left blank.]
(d) INDEMNIFICATION. In any suit, proceeding or action brought by
Agent relating to any Account, Chattel Paper, Contract, Document, General
Intangible or Instrument for any sum owing thereunder or to enforce any
provision of any Account, Chattel Paper, Contract, Document, General Intangible
or Instrument, Grantor will save, indemnify and keep agent harmless from and
against all expense (including reasonable attorneys' fees and expenses), loss or
damage suffered by reason of any defense, setoff, counterclaim, recoupment or
reduction of liability whatsoever of the obligor thereunder, arising out of a
breach by Grantor of any obligation thereunder or arising out of any other
agreement, indebtedness or liability at any time owing to, or in favor of, such
obligor or its successors from Grantor, except in the case of Agent, to the
extent such expense, loss, or damage is attributable solely to the gross
negligence or willful misconduct of Agent as finally determined by a court of
competent jurisdiction. All such obligations of Grantor shall be and remain
enforceable against and only against Grantor and shall not be enforceable
against Agent.
(e) COMPLIANCE WITH TERMS OF ACCOUNTS, ETC. In all material
respects, Grantor will perform and comply with all obligations in respect of its
Accounts, Chattel Paper and Contracts and all other agreements to which it is a
party or by which it is bound relating to the Collateral.
(f) LIMITATION ON LIENS ON COLLATERAL. Grantor will not create,
permit or suffer to exist, and Grantor will defend the Collateral against, and
take such other action as is necessary to remove, any Lien on the Collateral
except Permitted Liens, and will defend the right, title and interest of Agent
in and to any of Grantor's rights under the Collateral against the claims and
demands of all Persons whomsoever.
(g) LIMITATIONS ON DISPOSITION. Grantor will not sell, lease,
transfer or otherwise dispose of any of the Collateral, or attempt or contract
to do so, except as permitted by the Credit Agreement.
(h) FURTHER IDENTIFICATION OF COLLATERAL. Except as otherwise
provided in the Credit Agreement, Grantor will, if so requested by Agent,
furnish to Agent, as often as Agent requests, statements and schedules further
identifying and describing the Collateral and such other reports in connection
with the Collateral as Agent may reasonably request, all in such detail as Agent
may specify.
(i) NOTICES. Grantor will advise Agent promptly, in reasonable
detail, (i) of any Lien (other than Permitted Liens) or claim made or asserted
against any of the Collateral, and (ii) of the occurrence of any other event
which would have a material adverse effect on the aggregate value of the
Collateral or on the Liens created hereunder or under any other Related
Document.
6. AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT.
-6-
<PAGE>
On the Closing Date Grantor shall execute and deliver to Agent a power
of attorney (the "POWER OF ATTORNEY") substantially in the form attached hereto
as EXHIBIT A. The power of attorney granted pursuant to the Power of Attorney
is a power coupled with an interest and shall be irrevocable until the
Termination Date. The powers conferred on Agent under the Power of Attorney are
solely to protect Agent's interests in the Collateral and shall not impose any
duty upon Agent to exercise any such powers. Agent agrees that (a) it shall not
exercise any power or authority granted under the Power of Attorney unless an
Event of Default has occurred and is continuing, and (b) Agent shall account for
any moneys received by Agent in respect of any foreclosure on or disposition of
Collateral pursuant to the Power of Attorney provided that Agent shall not have
any duty as to any Collateral, and Agent shall be accountable only for amounts
that it actually receive as a result of the exercise of such powers. NEITHER
AGENT NOR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTOR FOR ANY ACT OR FAILURE TO ACT
UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES
ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE,
EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
7. REMEDIES; RIGHTS UPON DEFAULT.
(a) In addition to all other rights and remedies granted to it under
this Security Agreement, the Credit Agreement, the other Related Documents and
under any other instrument or agreement securing, evidencing or relating to any
of the Liabilities, if any Event of Default shall have occurred and be
continuing, Agent may exercise all rights and remedies of a secured party under
the Code. Without limiting the generality of the foregoing, Grantor expressly
agrees that in any such event Agent, without demand of performance or other
demand, advertisement or notice of any kind (except the notice specified below
of time and place of public or private sale) to or upon Grantor or any other
Person (all and each of which demands, advertisements and notices are hereby
expressly waived to the maximum extent permitted by the Code and other
applicable law), may forthwith enter upon the premises of Grantor where any
Collateral is located through self-help, without judicial process, without first
obtaining a final judgment or giving Grantor or any other Person notice and
opportunity for a hearing on Agent's claim or action and may collect, receive,
assemble, process, appropriate and realize upon the Collateral, or any part
thereof, and may forthwith sell, lease, assign, give an option or options to
purchase, or sell or otherwise dispose of and deliver said Collateral (or
contract to do so), or any part thereof, in one or more parcels at a public or
private sale or sales, at any exchange at such prices as it may deem acceptable,
for cash or on credit or for future delivery without assumption of any credit
risk. Agent shall have the right upon any such public sale or sales and, to the
extent permitted by law, upon any such private sale or sales, to purchase for
the benefit of Agent, the whole or any part of said Collateral so sold, free of
any right or equity of redemption, which equity of redemption Grantor hereby
releases. Such sales may be adjourned and continued from time to time with or
without notice. Agent shall have the right to conduct such sales on Grantor's
premises or elsewhere and shall have the right to use Grantor's premises without
charge for such time or times as Agent deems necessary or advisable.
-7-
<PAGE>
Grantor further agrees, at Agent's request, to assemble the Collateral
and make it available to Agent at places which Agent shall select, whether at
Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease,
or other disposition of Collateral, Agent shall have the right to hold or use
Collateral, or any part thereof, to the extent that it deems appropriate for the
purpose of preserving Collateral or its value or for any other purpose deemed
appropriate by Agent. Agent shall have no obligation to Grantor to maintain or
preserve the rights of Grantor as against third parties with respect to
Collateral while Collateral is in the possession of Agent. Agent may, if it so
elects, seek the appointment of a receiver or keeper to take possession of
Collateral and to enforce any of Agent's remedies, with respect to such
appointment without prior notice or hearing as to such appointment. Agent shall
apply the net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale to the Liabilities as provided in the Credit Agreement, and
only after so paying over such net proceeds, and after the payment by Agent of
any other amount required by any provision of law, need Agent account for the
surplus, if any, to Grantor. To the maximum extent permitted by applicable law,
Grantor waives all claims, damages, and demands against Agent arising out of the
repossession, retention or sale of the Collateral except such as arise solely
out of the gross negligence or willful misconduct of Agent as finally determined
by a court of competent jurisdiction. Grantor agrees that ten (10) days prior
notice by Agent of the time and place of any public sale or of the time after
which a private sale may take place is reasonable notification of such matters.
Grantor shall remain liable for any deficiency if the proceeds of any sale or
disposition of the Collateral are insufficient to pay all Liabilities, including
any attorneys' fees and other expenses incurred by Agent to collect such
deficiency.
(b) Except as otherwise specifically provided herein, Grantor hereby
waives presentment, demand, protest or any notice (to the maximum extent
permitted by applicable law) of any kind in connection with this Security
Agreement or any Collateral.
8. GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL. For
the purpose of enabling Agent to exercise rights and remedies under SECTION 7
hereof (including, without limiting the terms of SECTION 7 hereof, in order to
take possession of, hold, preserve, process, assemble, prepare for sale, market
for sale, sell or otherwise dispose of Collateral) at such time as Agent shall
be lawfully entitled to exercise such rights and remedies, Grantor hereby grants
to Agent, an irrevocable, non-exclusive license (exercisable without payment of
royalty or other compensation to Grantor) to use, license or sublicense any
Intellectual Property now owned or hereafter acquired by Grantor, and wherever
the same may be located, and including in such license access to all media in
which any of the licensed items may be recorded or stored and to all computer
software and programs used for the compilation or printout thereof.
9. LIMITATION ON AGENT'S DUTY IN RESPECT OF COLLATERAL. Agent shall
use reasonable care with respect to the Collateral in its possession or under
its control. Agent shall not have any other duty as to any Collateral in its
possession or control or in the possession or control of any agent or nominee of
Agent, or any income thereon or as to the preservation of rights against prior
parties or any other rights pertaining thereto.
-8-
<PAGE>
10. REINSTATEMENT. This Security Agreement shall remain in full
force and effect and continue to be effective should any petition be filed by or
against Grantor for liquidation or reorganization, should Grantor become
insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for all or any significant part of
Grantor's assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Liabilities, or any
part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or
must otherwise be restored or returned by any obligee of the Liabilities,
whether as a "voidable preference," "fraudulent conveyance," or otherwise, all
as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the
Liabilities shall be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.
11. NOTICES. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by any other party, or whenever any of the parties desires to give and
serve upon any other party any communication with respect to this Security
Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and shall be given in the manner, and
deemed received, as provided for in the Credit Agreement.
12. SEVERABILITY. Whenever possible, each provision of this Security
Agreement shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision of this Security Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or the remaining provisions of this Security
Agreement. This Security Agreement is to be read, construed and applied
together with the Credit Agreement and the other Related Documents which, taken
together, set forth the complete understanding and agreement of Agent, Lenders
and Grantor with respect to the matters referred to herein and therein.
13. NO WAIVER; CUMULATIVE REMEDIES. Agent shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
Agent and then only to the extent therein set forth. A waiver by Agent of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which Agent would otherwise have had on any future occasion.
No failure to exercise nor any delay in exercising on the part of Agent, any
right, power or privilege hereunder, shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege hereunder
preclude any other or future exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies hereunder provided are
cumulative and may be exercised singly or concurrently, and are not exclusive of
any rights and remedies provided by law. None of the terms or provisions of
this Security Agreement may be waived, altered, modified or amended except by an
instrument in writing, duly executed by Agent and Grantor.
-9-
<PAGE>
14. LIMITATION BY LAW. All rights, remedies and powers provided in
this Security Agreement may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the provisions
of this Security Agreement are intended to be subject to all applicable
mandatory provisions of law that may be controlling and to be limited to the
extent necessary so that they shall not render this Security Agreement invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.
15. TERMINATION OF THIS SECURITY AGREEMENT. Subject to SECTION 10
hereof, this Security Agreement shall terminate on the date (the "TERMINATION
DATE") of the expiration or termination of the Commitments and the payment and
performance in full of the Notes and all other Liabilities (other than unmatured
Liabilities for which no claim has been asserted).
16. SUCCESSORS AND ASSIGNS. This Security Agreement and all
obligations of Grantor hereunder shall be binding upon the successors and
assigns of Grantor (including any debtor-in-possession on behalf of Grantor) and
shall, together with the rights and remedies of Agent, hereunder, inure to the
benefit of Agent, all future holders of any instrument evidencing any of the
Liabilities and their respective successors and assigns. No sales of
participations, other sales, assignments, transfers or other dispositions of any
agreement governing or instrument evidencing the Liabilities or any portion
thereof or interest therein shall in any manner affect the Lien granted to Agent
hereunder. Grantor may not assign, sell, hypothecate or otherwise transfer any
interest in or obligation under this Security Agreement.
17. COUNTERPARTS. This Security Agreement may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one agreement.
18. GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF
THE RELATED DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. GRANTOR
HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN COOK
COUNTY, CITY OF CHICAGO, ILLINOIS, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTOR AND AGENT PERTAINING TO THIS
SECURITY AGREEMENT OR ANY OF THE OTHER RELATED DOCUMENTS OR TO ANY MATTER
ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OF THE OTHER
RELATED DOCUMENTS, PROVIDED, THAT AGENT AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS
-10-
<PAGE>
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF COOK
COUNTY, CITY OF CHICAGO, ILLINOIS, AND, PROVIDED, FURTHER, NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL
OR ANY OTHER SECURITY FOR THE LIABILITIES, OR TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF AGENT. GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND GRANTOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT. GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO GRANTOR AT THE ADDRESS SET FORTH BELOW
ITS SIGNATURE TO THE CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER
DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.
19. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION
WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
DISPUTES ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING
SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE
BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN AGENT AND
GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS SECURITY AGREEMENT OR ANY OF
THE OTHER RELATED DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.
20. SECTION TITLES. The Section titles contained in this Security
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
21. NO STRICT CONSTRUCTION. The parties hereto have participated
jointly in the negotiation and drafting of this Security Agreement. In the
event an ambiguity or question of intent
-11-
<PAGE>
or interpretation arises, this Security Agreement shall be construed as if
drafted jointly by the parties hereto and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Security Agreement.
22. ADVICE OF COUNSEL. Each of the parties represents to each other
party hereto that it has discussed this Security Agreement and, specifically,
the provisions of SECTION 18 and SECTION 19, with its counsel.
23. BENEFIT OF AGENT AND LENDERS. All Liens granted or contemplated
hereby shall be for the benefit of Agent and Lenders, and all proceeds or
payments realized from Collateral in accordance herewith shall be applied to the
Liabilities in accordance with the terms of the Credit Agreement.
[signature page follows]
-12-
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Security Agreement to be executed and delivered by its duly authorized officer
as of the date first set forth above.
GRANTOR
PLATINUM ENTERTAINMENT, INC.,
a Delaware corporation
By: /s/ Douglas C. Laux
-------------------------------------
Name: Douglas C. Laux
-----------------------------------
Title: Chief Financial Officer
----------------------------------
AGENT:
FIRST SOURCE FINANCIAL LLP, as Agent
By: First Source Financial, Inc.
Its: Manager
By: /s/ Gregory R. Cooper
-------------------------------------
Name: Gregory R. Cooper
-----------------------------------
Title: Senior Vice President
----------------------------------
<PAGE>
SCHEDULE I
to
SECURITY AGREEMENT
FILING JURISDICTIONS
STATE OF ILLINOIS
STATE OF MASSACHUSETTS
STATE OF MINNESOTA
STATE OF TEXAS
STATE OF TENNESSEE
FULTON COUNTY, GEORGIA
<PAGE>
SCHEDULE II
to
SECURITY AGREEMENT
INSTRUMENTS
None.
<PAGE>
SCHEDULE III
TO
SECURITY AGREEMENT
SCHEDULE OF OFFICES, LOCATIONS OF COLLATERAL
AND RECORDS CONCERNING GRANTOR'S COLLATERAL
I. Chief Executive Office and Principal Place of Business:
NAME CHIEF EXECUTIVE OFFICE & PRINCIPAL
PLACE OF BUSINESS
Platinum Entertainment, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
Peg Publishing, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
Royce Publishing, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
JustMike Music, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
Corporate Offices:
NAME CORPORATE OFFICE
Platinum Entertainment, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
1222 16th Ave. South
Nashville, TN 37212
1 Select Ave., Unit 10
Scarborough, Ontario Canada MIV 5J3
11810 Wills Rd., Suite 110
Alpharetta, GA 30201
333 Washington Ave., No. 306 &308
Minneapolis, MN 55401
4100 Spring Valley Rd.
Dallas, TX 75244
70 Walnut Street
Wellesley, MA 02181
Peg Publishing, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
Royce Publishing, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
JustMike Music, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
<PAGE>
Warehouses:
NAME WAREHOUSE
Platinum Entertainment, Inc. 11810 Wills Rd, Suite 110
Alpharetta, GA 30201
Other Premises at which Collateral is Stored or Located: NONE.
Locations of Records Concerning Collateral:
NAME RECORDS OFFICE
Platinum Entertainment, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
1222 16th Ave. South
Nashville, TN 37212
11810 Wills Rd., Suite 110
Alpharetta, GA 30201
Peg Publishing, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
Royce Publishing, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
JustMike Music, Inc. 2001 Butterfield Rd., Suite 1400
Downers Grove, IL 60515
<PAGE>
SCHEDULE IV
TO
SECURITY AGREEMENT
PATENTS, TRADEMARKS AND COPYRIGHTS
SEE Schedule B-1, Schedule B-2 and Schedule C-1 and C-2 to the Intellectual
Property Security Agreement
<PAGE>
EXHIBIT A
to
SECURITY AGREEMENT
POWER OF ATTORNEY
This Power of Attorney is executed and delivered by Platinum
Entertainment, Inc., a Delaware corporation ("GRANTOR") to First Source
Financial LLP, an Illinois registered limited liability partnership
(hereinafter referred to as "ATTORNEY"), as Agent, under a Secured Credit
Agreement and a Security Agreement, both dated as of July 31, 1998, and other
related documents (the "LOAN DOCUMENTS"). No person to whom this Power of
Attorney is presented, as authority for Attorney to take any action or actions
contemplated hereby, shall be required to inquire into or seek confirmation from
Grantor as to the authority of Attorney to take any action described below, or
as to the existence of or fulfillment of any condition to this Power of
Attorney, which is intended to grant to Attorney unconditionally the authority
to take and perform the actions contemplated herein, and Grantor irrevocable
waives any right to commence any suit or action, in law or equity, against any
person or entity which acts in reliance upon or acknowledges the authority
granted under this Power of Attorney. The power of attorney granted hereby is
coupled with an interest, and may not be revoked or canceled by Grantor without
Attorney's written consent.
Grantor hereby irrevocably constitutes and appoints Attorney (and all
officers, employees or agents designated by Attorney), with full power of
substitution, as Grantor's true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of Grantor and in the
name of Grantor or in its own name, from time to time in Attorney's discretion,
to take any and all appropriate action and to execute and deliver any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes of the Loan Documents and, without limiting the generality of the
foregoing, Grantor hereby grants to Attorney the power and right, on behalf of
Grantor, without notice to or assent by Grantor, and at any time, to do the
following: (a) change the mailing address of Grantor, open a post office box on
behalf of Grantor, open mail for Grantor, and ask, demand, collect, give
acquittances and receipts for, take possession of, endorse any invoices, freight
or express bills, bills of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications, and notices in connection with any property
of Grantor; (b) effect any repairs to any asset of Grantor, or continue or
obtain any insurance and pay all or any part of the premiums therefor and costs
thereof, and make, settle and adjust all claims under such policies of
insurance, and make all determinations and decisions with respect to such
policies; pay or discharge any taxes, liens, security interests, or other
encumbrances levied or placed on or threatened against Grantor or its property;
(c) file or prosecute any claim, litigation, suit or proceeding in any court of
competent jurisdiction or before any arbitrator, or take any other action
otherwise deemed appropriate by Attorney for the purpose of collecting any and
all such moneys due to Grantor whenever payable and to enforce any other right
in respect of Grantor's property; (d) communicate in its own name with any party
to any Contract with regard to the assignment of the right, title and interest
of such Grantor in and under the Contracts and other matters relating thereto;
and (e) execute, in connection with any sale provided for in any Loan Document,
any endorsements,
<PAGE>
assignments or other instruments of conveyance or transfer with respect to the
Collateral and to otherwise direct such sale or resale, all as though Attorney
were the absolute owner of the property of Grantor for all purposes, and to do,
at Attorney's option and Grantor's expense, at any time or from time to time,
all acts and other things that Attorney reasonably deems necessary to perfect,
preserve, or realize upon Grantor's property or assets and Attorney's Liens
thereon, all as fully and effectively as Grantor might do. Grantor hereby
ratifies, to the extent permitted by law, all that said Attorney shall lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney is executed by
Grantor, and Grantor has caused its seal to be affixed pursuant to the authority
of its board of directors this 31st day of July, 1998.
ATTEST:
By: /s/ Douglas C. Laux (SEAL)
---------------------------------
Title: Douglas C. Laux
------------------------------
<PAGE>
EXECUTION COPY
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement (the "AGREEMENT") is dated as
of July 31, 1998, by and among the parties executing this Agreement under the
heading "Debtors" (such parties being hereinafter referred to collectively as
the "DEBTORS" and individually as a "DEBTOR"), each with its mailing address at
2001 Butterfield Road, Suite 1400, Downers Grove, Illinois 60515, and FIRST
SOURCE FINANCIAL LLP, an Illinois limited liability partnership ("FSFP"), acting
as agent hereunder for the Lenders hereinafter identified and defined (FSFP
acting as such agent and any successor or successors to FSFP acting in such
capacity being hereinafter referred to as the "AGENT");
PRELIMINARY STATEMENTS:
A. Platinum Entertainment, Inc., a Delaware corporation (the "BORROWER"),
FSFP, individually and as agent, and certain lenders have entered into a Secured
Credit Agreement dated as of even date herewith (such Credit Agreement, as the
same may be amended or modified from time to time, including amendments and
restatements thereof in its entirety, being hereinafter referred to as the
"CREDIT AGREEMENT"), pursuant to which FSFP and other lenders from time to time
party to the Credit Agreement (FSFP and the other lenders which are now or from
time to time hereafter become party to the Credit Agreement being hereinafter
referred to collectively as the "LENDERS" and individually as a "LENDER") have
agreed, subject to certain terms and conditions, to extend credit and make
certain other financial accommodations available to the Borrower.
B. Pursuant to the Guaranties, Lexicon Music, Inc., a Delaware
corporation ("LEXICON"), Peg Publishing, Inc., a Delaware corporation ("PEG"),
JustMike Music, Inc., a Delaware corporation ("JUSTMIKE") and Royce Publishing,
Inc., a Delaware corporation ("ROYCE") (Lexicon, Peg, JustMike and Royce being
hereinafter referred to collectively as the "GUARANTORS" and individually as a
"GUARANTOR") guarantee all of the indebtedness, obligations, and liabilities of
the Borrowers to the Agent and the Lenders under the Credit Agreement.
C. As a condition precedent to extending credit or otherwise making
financial accommodations available to the Borrower under the Credit Agreement,
the Lenders have required, among other things, that each Debtor grant to the
Agent for the benefit of the Lenders a lien on and security interest in certain
personal property of such Debtor pursuant to this Agreement.
D. The Borrower owns, directly or indirectly, all of the equity interests
in each Guarantor and the Borrower provides each Guarantor with financial,
management, administrative, and technical support which enables such Guarantor
to conduct its business in an orderly and efficient manner in the ordinary
course.
E. Each Guarantor will benefit, directly or indirectly, from credit and
other financial accommodations extended by the Lenders to the Borrower.
<PAGE>
NOW, THEREFORE, for and in consideration of the execution and delivery by
the Lenders of the Credit Agreement, and other good and valuable consideration,
receipt whereof is hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. TERMS DEFINED IN CREDIT AGREEMENT.
All capitalized terms used herein without definition shall have the same
meanings herein as such terms have in the Credit Agreement. The term "Debtor"
and "Debtors" as used herein shall mean and include the Debtors collectively and
also each individually, with all grants, representations, warranties and
covenants of and by the Debtors, or any of them, herein contained to constitute
joint and several grants, representations, warranties and covenants of and by
the Debtors; PROVIDED, HOWEVER, that unless the context in which the same is
used shall otherwise require, any grant, representation, warranty or covenant
contained herein related to the Collateral shall be made by each Debtor only
with respect to the Collateral owned by it or represented by such Debtor as
owned by it.
SECTION 2. GRANT OF SECURITY INTEREST IN THE COLLATERAL; OBLIGATIONS
SECURED.
(a) Subject to Section 2(c) hereof, each Debtor hereby grants, bargains,
sells, transfers, conveys, assigns, mortgages and pledges to the Agent for the
benefit of the Lenders, and grants to the Agent for the benefit of the Lenders a
security interest in and acknowledges and agrees that the Agent has and shall
continue to have for the benefit of the Lenders a continuing security interest
in, any and all right, title and interest of each Debtor, whether now existing
or hereafter acquired or arising, in and to the following:
(i) PATENTS. Patents, whether now owned or hereafter acquired, or
in which such Debtor now has or hereafter acquires any rights (the term
"PATENTS" means and includes (i) all letters patent of the United States of
America or any other country or any political subdivision thereof, all
registrations and recordings thereof, and all applications for letters
patent of the United States of America or any other country or any
political subdivision thereof, including, without limitation,
registrations, recordings and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States of
America, any state thereof or any other country or any political
subdivision thereof and (ii) all reissues, continuations,
continuations-in-part or extensions thereof), including, without
limitation, each Patent listed on Schedule A-1 hereto, and all of the
inventions now or hereafter described and claimed in such Debtor's Patents;
(ii) PATENT LICENSES. Patent Licenses, whether now owned or
hereafter acquired, or in which such Debtor now has or hereafter acquires
any rights (the term "PATENT LICENSES" means and includes any written
agreement granting to any person any right to exploit, use or practice any
invention on which a Patent is owned by another person), including, without
limitation, each Patent License listed on Schedule A-2 hereto, and all
royalties and other
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sums due or to become due under or in respect of such Debtor's Patent
Licenses, together with the right to sue for and collect all such royalties
and other sums;
(iii) TRADEMARKS. Trademarks and Trademark registrations, whether
now owned or hereafter adopted or acquired, or in which such Debtor now has
or hereafter acquires any rights (the term "TRADEMARKS" means and includes
(i) all trademarks, trade names, trade styles, service marks and logos, all
prints and labels on which said trademarks, trade names, trade styles,
service marks and logos have appeared or appear and all designs and general
intangibles of like nature, all registrations and recordings thereof, and
all applications in connection therewith, including, without limitation,
registrations, recordings and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States of
America, any state thereof or any other country or any political
subdivision thereof and (ii) all reissues, extensions or renewals thereof),
including, without limitation, each Trademark registration listed on
Schedule B-1 hereto, and all of the goodwill of the business connected with
the use of, and symbolized by, each Trademark and Trademark registration
and all customer lists and other records of such Debtor relating to the
distribution of products bearing, or rendition of services otherwise
relating to, a Trademark;
(iv) TRADEMARK LICENSES. Trademark Licenses, whether now owned or
hereafter acquired, or in which such Debtor now has or hereafter acquires
any rights (the term "Trademark Licenses" means and includes any written
agreement granting to any person any right to use or exploit any Trademark
or Trademark registration of another person), including, without
limitation, the agreements described in Schedule B-2 hereto, and all of the
goodwill of the business connected with the use of, and symbolized by, each
Trademark licensed and all royalties and other sums due or to become due
under or in respect of such Debtor's Trademark Licenses, together with the
right to sue for and collect all such royalties and other sums;
(v) COPYRIGHTS. Copyrights and Copyright registrations, whether
now owned or hereafter adopted or acquired, or in which such Debtor now has
or hereafter acquires any rights (the term "COPYRIGHTS" means and includes
(i) all copyrights, whether or not published or registered, and all works
of authorship and other intellectual property and the rights therein,
including, without limitation, copyrights for computer programs and data
bases, copyrightable materials, and all tangible property embodying such
copyrights or copyrightable materials, all registrations and recordings
thereof, and all applications in connection therewith, including, without
limitation, registrations, recordings and applications in the United States
Copyright Office or in any similar office or agency of the United States of
America, any state thereof or any other country or any political
subdivision thereof, and (ii) all renewals, derivative works, enhancements,
modifications, new releases and other revisions thereof, and (iii) all
accounts receivable, income, royalties, damages and payments now or
hereafter due and/or payable with respect thereto, including, without
limitation, payments under all licenses entered into in connection
therewith, and (iv) all rights corresponding thereto throughout the world),
including, without limitation, each Copyright registration listed on
Schedule C-1 hereto;
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(vi) COPYRIGHT LICENSES. Copyright Licenses, whether now owned or
hereafter acquired, or in which such Debtor now has or hereafter acquires
any rights (the term "COPYRIGHT LICENSES" means and includes any written
agreement granting to any Person the right to use or exploit any Copyright
or Copyright registration of another person, including, without limitation,
the right to use the foregoing to prepare for sale or distribution and sell
or distribute any and all inventory now or hereafter owned by such Debtor
and now or hereafter covered by such licenses), including, without
limitation, the license and subscription agreements listed on Schedule C-2
hereto, and all royalties and other sums due or to become due under or in
respect of such Debtor's Copyright Licenses, together with the right to sue
for and collect all such royalties and other sums;
(vii) KNOW-HOW AND TRADE SECRET COLLATERAL. All know-how,
inventions, processes, methods, information, data, plans, blueprints,
specifications, designs, drawings, engineering reports, test reports,
material standards, processing standards and performance standards, to the
extent that the foregoing pertain to manufacturing, production or
processing operations of such Debtor and constitute trade secrets of such
Debtor, and all licenses or other similar agreements granted to or by such
Debtor with respect to any of the foregoing;
(viii) GENERAL INTANGIBLES AND RECORDS AND CABINETS. General
intangibles relating to any of the above-described property and supporting
evidence and documents relating to any of the above-described property,
including, without limitation, written applications, correspondence,
delivery receipts and notes, together with all books of account, ledgers
and cabinets in which the same are reflected or maintained, all whether now
existing or hereafter arising;
(ix) ACCESSIONS AND ADDITIONS. All accessions and additions to, and
substitutions and replacements of, any and all of the foregoing, whether
now existing or hereafter arising; and
(x) PROCEEDS AND PRODUCTS. All proceeds and products of the
foregoing and all insurance of the foregoing and proceeds thereof, whether
now existing or hereafter arising, including, without limitation, (i) any
claim of such Debtor against any other Person for damages by reason of
past, present or future infringement of any Patent or any Patent licensed
under any Patent License, (ii) any claim by such Debtor against any other
Person for damages by reason of past, present or future infringement or
dilution of any Trademark or Trademark registration or of any Trademark
licensed under any Trademark License, or for injury to the goodwill of the
business connected with the use of, or symbolized by, any Trademark or
Trademark registration or of any Trademark licensed under any Trademark
License, (iii) any claim of such Debtor against any other Person for
damages by reason of past, present or future infringements of any Copyright
or Copyright registration or of any Copyright licensed under any Copyright
License, and (iv) any claim by such Debtor against any other Person for
damages by reason of past, present or future misappropriation or wrongful
use or disclosure of any trade secret or other property or right described
above or of any such trade secret or other property or right licensed under
any license agreement
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described above, and together with the right to sue for and collect the
damages described in the immediately preceding clauses (i), (ii), (iii) and
(iv);
all of the foregoing being herein sometimes referred to as the "COLLATERAL"[;
provided that the Collateral shall not include any license agreement under which
any Debtor is licensee which, by its terms, prohibits the security interest
contemplated by this Agreement.]
(b) This Agreement is made and given to secure, and shall secure, the
payment and performance of (i) (x) any and all indebtedness, obligations and
liabilities of the Borrower to the Agent, the Lenders, or any of them
individually, evidenced by or otherwise arising out of or relating to the Credit
Agreement or any promissory note of the Borrower issued at any time under the
Credit Agreement (including all notes issued in extension or renewal thereof or
in substitution or replacement therefor) and (y) any liability of the
Guarantors, or any of them individually, arising out of the Guaranties, as well
as for any and all other indebtedness, obligations and liabilities of the
Debtors, or any of them individually, to the Agent, the Lenders, or any of them
individually, evidenced by or otherwise arising out of or relating to this
Agreement or any other Related Document, in each case, whether now existing or
hereafter arising (and whether arising before or after the filing of a petition
in bankruptcy), due or to become due, direct or indirect, absolute or
contingent, and howsoever evidenced, held or acquired, and (ii) any and all
expenses and charges, legal or otherwise, suffered or incurred by the Agent, the
Lenders, or any of them individually, in collecting or enforcing any of such
indebtedness, obligations or liabilities or in realizing on or protecting or
preserving any security therefor, including, without limitation, the lien and
security interest granted hereby (all of the foregoing being hereinafter
referred to as the "SECURED OBLIGATIONS").
(c) Notwithstanding anything herein to the contrary, this Agreement shall
not operate as a sale, transfer, conveyance or other assignment to the Agent of
any applications by a Debtor for a Trademark based on an intent to use the same
if and so long as such application is pending and not matured into a registered
Trademark (such pending applications which are based on intent to use being
hereinafter referred to collectively as "INTENT-TO-USE APPLICATIONS"), but
rather, if and so long as Debtor's Intent-To-Use Application is pending, this
Agreement shall operate only to create a security interest for collateral
purposes in favor of the Agent for the ratable benefit of the Lenders, on such
Intent-To-Use Application as collateral security for the Secured Obligations;
PROVIDED that at such time as any such Intent-To-Use Application matures into a
Trademark, such Trademark shall automatically and without further action by the
Agent, any Lender or any Debtor become a Trademark under this Agreement.
SECTION 3. NO RELEASE.
Nothing set forth in this Agreement shall relieve any Debtor from the
performance of any term, covenant, condition or agreement on the part of such
Debtor to be performed or observed under or in respect of any of the Collateral
or from any liability to any party under or in respect of any of the Collateral
or impose any obligation on the Agent or any Lender to perform or observe any
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such term, covenant, condition or agreement on the part of such Debtor to be so
performed or observed or impose any liability on the Agent or any Lender for any
act or omission on the part of such Debtor relative thereto or for any breach of
any representation or warranty on the part of such Debtor contained in this
Agreement or under or in respect of the Collateral or made in connection
herewith or therewith.
SECTION 4. USE OF COLLATERAL.
Notwithstanding anything to the contrary contained in this Agreement, until
an Event of Default hereunder has occurred and is continuing and thereafter
until otherwise notified by the Agent, each Debtor may continue to exploit,
license, use, enjoy and protect the Collateral throughout the world in the
ordinary course of its business as presently conducted and the Agent shall from
time to time execute and deliver, upon written request of the relevant Debtor,
any and all instruments, certificates or other documents, in the form so
requested, necessary or appropriate in the reasonable judgment of such Debtor to
enable such Debtor to continue to exploit, license, use, enjoy and protect the
Collateral throughout the world in the ordinary course of its business as
presently conducted.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE DEBTORS.
Each Debtor hereby represents and warrants to the Agent and the Lenders as
follows:
(a) Such Debtor is, and, as to the Collateral acquired by it from
time to time after the date hereof, such Debtor will be, the owner or, as
applicable, licensee of its Collateral. Each Debtor's rights in its
Collateral are and shall remain free and clear of any Lien or license of
any kind, including, without limitation, any filing of or agreement to file
a financing statement as debtor under the Code or any similar statute,
except for (i) the Lien and security interest created by this Agreement,
(ii) the Permitted Licenses (as hereinafter defined) and (iii) the Liens
expressly permitted by the Credit Agreement (collectively, the "PERMITTED
ENCUMBRANCES"). No Debtor has made any previous assignment, conveyance,
transfer or agreement in conflict herewith. Each Debtor farther represents
and warrants to the Agent and each Lender that Schedules A-1, A-2, B-1,
B-2, C-1 and C-2 hereto, respectively, are true and correct lists of all
Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights and
Copyright Licenses owned or used by the Debtors as of the date hereof and
that Schedules A-1, A-2, B-1, B-2, C-1 and C-2 are true and correct with
respect to the matters set forth therein as of the date hereof.
(b) Each Debtor has full corporate power to pledge and grant a
security interest in all the Collateral pursuant to this Agreement.
(c) No authorization, consent, approval, license, qualification or
exemption from, nor any filing, declaration or registration with, any
Governmental Authority, or with any securities exchange or any other
Person, is required in connection with (i) each Debtor's execution,
delivery or performance of this Agreement, (ii) each Debtor's grant of a
security interest (including the priority thereof when the appropriate
filings have been made and
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accepted) in the Collateral in the manner and for the purpose contemplated
by this Agreement or (iii) the rights of the Agent and the Lenders created
hereby, except those that have already been obtained or made and those
referred to in paragraph (f) of this Section 5.
(d) Each Debtor has made all necessary filings and recordations to
protect its interests in the Collateral.
(e) Each Debtor owns directly or has rights to use all the Collateral
and all rights with respect to any of the foregoing used in, necessary for
or of importance to the business of such Debtor in the ordinary course as
presently conducted. The use of the Collateral and all rights with respect
to the foregoing by such Debtor does not, to the best of such Debtor's
knowledge after due inquiry, infringe on the rights of any other Person,
nor has any claim of such infringement been made.
(f) Upon filings and the acceptance thereof in the appropriate
offices under the Code and in the United States Patent and Trademark Office
and the United States Copyright Office, this Agreement will create a valid
and duly perfected first priority lien and security interest in the
Collateral located in the United States of America subject to no prior
liens or encumbrances.
(g) To the best of each Debtor's knowledge after due inquiry, no
claim has been made and remains outstanding that such Debtor's use of any
of the Collateral does or may violate the rights of any third person.
SECTION 6. COVENANTS AND AGREEMENTS OF THE DEBTORS.
Each Debtor hereby covenants and agrees with the Agent and the Lenders as
follows:
(a) On a continuing basis, each Debtor will, at its own expense,
subject to any prior licenses, encumbrances and restrictions and
prospective licenses, encumbrances and restrictions permitted
hereunder, make, execute, acknowledge and deliver, and file and record
in the proper filing and recording places within the United States of
America (including, without limitation, the United States Patent and
Trademark Office and the United States Copyright Office), all such
instruments, including, without limitation, appropriate financing and
continuation statements, documents and other instruments and
agreements, and take all such action, as may be deemed necessary or
advisable by the Agent (i) to carry out the intent and purposes of
this Agreement, (ii) to assure and confirm to the Agent the grant,
perfection and preservation of a first priority security interest in
the Collateral for the benefit of the Lenders and its rights, powers
and remedies hereunder or (iii) to enable the Agent to exercise and
enforce its rights and remedies hereunder with respect to any
Collateral. Each Debtor hereby authorizes the Agent to file and
refile such instruments and documents and any other instruments or
documents related thereto without the signature of such Debtor where
permitted by law. Any costs of the
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foregoing incurred by the Agent shall be payable by the Debtors in
accordance with Section 13 hereof.
(b) Without limiting the generality of the foregoing paragraph (a) of
this Section 6, each Debtor (i) will not, except as expressly permitted by
the Credit Agreement, enter into any agreement that would impair or
conflict with such Debtor's obligations hereunder; (ii) will, except as
expressly permitted by the Credit Agreement, promptly following its
becoming aware thereof, notify the Agent and the Lenders of (x) any final
adverse determination in any proceeding in the United States Patent and
Trademark Office or United States Copyright Office with respect to any of
the Collateral or (y) the institution of any proceeding or any adverse
determination in any Governmental Authority regarding such Debtor's claim
of ownership in or right to use any of the Collateral, its right to
register any such Collateral or its right to keep and maintain such
registration; (iii) will, except as expressly permitted by the Credit
Agreement, properly maintain and care for the Collateral to the extent
necessary for the conduct of the business of such Debtor in the ordinary
course as presently conducted and consistent with such Debtor's current
practice; (iv) will not grant or permit to exist any Lien upon or with
respect to the Collateral or any portion thereof except the Permitted
Encumbrances and will not execute any security agreement or financing
statement covering any of the Collateral except in the name of the Agent;
(v) will not, except as expressly permitted by the Credit Agreement, permit
to lapse or become abandoned, settle or compromise any pending or future
material litigation or material administrative proceeding with respect to
any Collateral without the prior written consent of the Agent or contract
for sale or otherwise sell, convey, assign or dispose of, or grant any
option with respect to, the Collateral or any portion thereof; (vi) upon
any responsible officer of the such Debtor obtaining knowledge thereof,
will promptly notify the Agent and the Lenders in writing of any event
which may reasonably be expected to materially and adversely affect the
value of any of the Collateral, the ability of such Debtor or the Agent to
dispose of any such Collateral or the rights and remedies of the Agent in
relation thereto including, without limitation, a levy or threat of levy or
any legal process against any such Collateral; (vii) will diligently keep
reasonable records respecting the Collateral; (viii) hereby authorizes the
Agent, in its sole discretion, to file one or more financing or
continuation statements relative to all or any part of the Collateral
without the signature of such Debtor where permitted by law; (ix) will
furnish to the Agent and any Lender no less frequency than once every three
(3) months from the date hereof statements and schedules further
identifying and describing the Collateral and such other materials
evidencing or reports pertaining to the Collateral as the Agent or such
Lender may request, all in reasonable detail; (x) will, except as expressly
permitted by the Credit Agreement, pay when due any and all taxes, levies,
maintenance fees, charges, assessments, licenses fees and similar taxes or
impositions payable in respect of the Collateral except to the extent being
contested in good faith by appropriate proceedings which prevent the
enforcement of the matter being contested (and such Debtor has established
adequate reserves therefor) and preclude interference with the operation of
the business of such Debtor in the ordinary course; and (xi) comply in all
material respects with all laws, rules and regulations applicable to the
Collateral if such non-compliance would result in a Material Adverse Effect
or result in the creation or imposition of any Liens
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on any Collateral of such Debtor. Notwithstanding anything in the
immediately preceding sentence, the foregoing provisions of this paragraph
(b) shall not operate to prohibit any Permitted Licenses entered into prior
to the occurrence of an Event of Default hereunder. For purposes of this
Section 6, the term "PERMITTED LICENSES" shall mean (i) licenses granted by
any Debtor at arm's length to unaffiliated Persons in the ordinary course
of such Debtor's business for consideration which such Debtor in good faith
deems adequate and (ii) such other licenses as to which the Required
Lenders in their discretion may consent in writing.
(c) If any Debtor shall (i) obtain any rights to any new invention
(whether or not patentable), know-how, trade secret, design, process,
procedure, formula, diagnostic test, service mark, trademark, trademark
registration, trade name, copyright, copyright registration, or license or
(ii) become entitled to the benefit of any patent, patent application,
service mark, trademark, trademark application, trademark registration,
copyright, copyright application, copyright registration, license renewal
or copyright renewal or extension, or patent for any reissue, division,
continuation, renewal, extension, or continuation-in-part of any Patent or
any improvement on any Patent, the provisions of this Agreement shall
automatically apply thereto and the same shall automatically constitute
Collateral and be and become subject to the assignment, lien and security
interest created hereby without further action by any Person, all to the
same extent and with the same force and effect as if the same had
originally been Collateral hereunder. If any Debtor so obtains or becomes
entitled to any of the foregoing rights described in clauses (i) and (ii)
above, such Debtor shall no less frequently than once every three (3)
months from the date hereof (x) give written notice thereof to the Agent
and (y) amend Schedules A-1, A-2, B-1, B-2, C-1 and C-2 hereto, as
applicable, to include such rights. Each Debtor agrees, promptly following
written request therefor by the Agent, to confirm the attachment of the
lien and security interest created hereby to any such rights described in
clauses (i) and (ii) above by execution of an instrument in form and
substance acceptable to the Agent.
(d) Each Debtor will if the Agent so requests and in any event hereby
authorizes the Agent to modify this Agreement by amending Schedules A-1,
A-2, B-1, B-2, C-1 and C-2 hereto to include any future Collateral.
(e) The Debtors shall promptly furnish to the Agent a list of
Permitted Licenses entered into by the Debtors after the date hereof;
PROVIDED HOWEVER, the Debtors need not provide such list for any license
agreements aggregating less than $10,000 in value for all Debtors and in
any event, such list need not be provided not more than once per calendar
month.
(f) Each Debtor shall prosecute diligently applications for the
Patents, Trademarks and Copyrights now or hereafter pending that in such
Debtor's reasonable judgment would be materially beneficial to the business
of such Debtor in the ordinary course, make application on unpatented but
patentable inventions and registrable but unregistered Trademarks and
Copyrights that in such Debtor's reasonable judgment would be materially
beneficial to the business of such Debtor in the ordinary course, file and
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prosecute opposition and cancellation proceedings and do all acts necessary
to preserve and maintain all its rights in the Collateral, unless as to any
Patent, Trademark or Copyright in the reasonable judgment of such Debtor,
such Patent, Trademark or Copyright has become obsolete to the business of
such Debtor. Any expenses incurred in connection with such actions shall
be borne by the Debtors.
SECTION 7. GRANT OF LICENSE TO PATENTS, TRADEMARKS, COPYRIGHTS, ETC.
Without in any way limiting the scope of the lien and security interest
created hereby, each Debtor hereby grants to the Agent for the benefit of the
Lenders an irrevocable, nonexclusive license and right to use all of such
Debtor's Patents, Patent applications, Patent Licenses, Trademarks, Trademark
registrations, Trademark Licenses, trade names, trade styles, Copyrights,
Copyright registrations, Copyright Licenses and similar intangibles in the
processing, production, marketing, distribution or sale by the Agent of all or
any part of its collateral for the Secured Obligations in connection with and
solely in connection with any foreclosure or other realization on such
collateral. The license and rights granted the Agent hereby shall be
exercisable without the payment of any royalty, fee, charge or any other
compensation to any Debtor or any other Person. Such license and rights shall
include reasonable access to all records in which any of the licensed items may
be recorded or stored. Such license and rights shall be absolute and
unconditional to the extent used for the purposes stated above.
SECTION 8. THE AGENT MAY PERFORM.
If any Debtor fails to perform any agreement contained herein after receipt
of a written request to do so from the Agent, the Agent may itself perform, or
cause performance of, such agreement, and the expenses of the Agent, including
the fees and expenses of its counsel, so incurred in connection therewith shall
be payable by the Debtors in accordance with Section 13 hereof.
SECTION 9. REMEDIES UPON DEFAULT.
(a) The occurrence of any event or the existence of any condition which is
specified as an Event of Default under the Credit Agreement shall constitute an
"EVENT OF DEFAULT" hereunder.
(b) Upon the occurrence of any Event of Default hereunder, the Agent shall
have, in addition to all other rights provided herein or by law, the rights and
remedies of a secured party under the Code and any successor statute(s) thereto
(regardless of whether such Code is the law of the jurisdiction where the rights
or remedies are asserted and regardless of whether the Code applies to the
affected Collateral), and further the Agent may, without demand and without
advertisement, notice, hearing or process of law, all of which each Debtor
hereby waives to the extent permitted by law, at any time or times, sell and
deliver any or all of the Collateral at public or private sale, for cash, upon
credit or otherwise, at such prices and upon such terms as the Agent deems
advisable, in its sole discretion. In addition to all other sums due the Agent
or any Lender hereunder, the Debtors jointly and severally shall pay the Agent
and any Lender all costs and expenses incurred by
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the Agent or such Lender, including attorneys' fees and court costs, in
obtaining, liquidating or enforcing payment of the Collateral or the Secured
Obligations or in the prosecution or defense of any action or proceeding by or
against the Agent, such Lender or Debtors or any of them concerning any matter
arising out of or connected with this Agreement or the Collateral or the Secured
Obligations including, without limitation, any of the foregoing arising in,
arising under or related to a case under the United States Bankruptcy Code, as
amended (or any successor statute). Any requirement of reasonable notice shall
be met if such notice is personally served on or mailed, postage prepaid, to the
Debtors in accordance with Section 17(b) hereof at least ten days before the
time of sale or other event giving rise to the requirement of such notice;
PROVIDED that no notification need be given to a Debtor if that Debtor has
signed, after an Event of Default hereunder has occurred, a statement renouncing
any right to notification of sale or other intended disposition. The Agent shall
not be obligated to make any sale or other disposition of the Collateral
regardless of notice having been given. The Agent or any Lender may be the
purchaser at any such sale. Each Debtor hereby waives all of its rights of
redemption from any such sale. Subject to the provisions of applicable law, the
Agent may postpone or cause the postponement of the sale of all or any portion
of the Collateral by announcement at the time and place of such sale, and such
sale may, without further notice, be made at the time and place to which the
sale was postponed or the Agent may further postpone such sale by announcement
made at such time and place.
(c) Upon the occurrence and during the continuation of an Event of
Default, the Agent may by written notice to any Debtor, take any or all of the
following actions: (i) declare the entire right, title, and interest of such
Debtor in each of the Patents and Copyrights vested in the Agent for the benefit
of the Lenders, in which event such right, title, and interest shall immediately
vest in the Agent for the benefit of the Lenders, in which case the Agent shall
be entitled to exercise the power of attorney referred to in SECTION 10 hereof
to execute, cause to be acknowledged and notarized and record said absolute
assignment with the applicable agency; (ii) take and practice or sell the
Patents and Copyrights; and (iii) direct such Debtor to refrain, in which event
such Debtor shall refrain, from practicing the Patents and using the Copyrights
directly or indirectly, and such Debtor shall execute such other and further
documents as the Agent may request further to confirm this and to transfer
ownership of the Patents and Copyrights to the Agent for the benefit of the
Lenders.
(d) Without in any way limiting the foregoing, upon the occurrence and
during the continuation of any Event of Default hereunder, the Agent may,
without demand, and without advertisement, notice, hearing or process of law,
all of which each Debtor hereby waives to the extent permitted by law, (i)
exercise any and all rights as beneficial and legal owner of the Collateral,
including, without limitation, any and all consensual rights and powers with
respect to the Collateral and (ii) sell or assign or grant a license to use, or
cause to be sold or assigned or granted a license to use, any or all of the
Collateral or any part hereof, in each case free of all rights and claims of any
Debtor therein and thereto. In that connection, the Agent shall have the right
to impose (i) such limitations and restrictions on the sale or assignment of the
Collateral as the Agent may deem to be necessary or appropriate to comply with
any law, rule or regulation, whether federal, state or local, having
applicability to the sale or assignment and (ii) requirements for any necessary
governmental approvals.
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(e) In the event the Agent shall have instituted any proceeding to enforce
any right, power or remedy under this Agreement by foreclosure, sale, entry or
otherwise, and such proceeding shall have been discontinued or abandoned for any
reason or shall have been determined adversely to the Agent, then and in every
such case the Debtors, the Agent and each Lender shall be restored to their
respective former positions and rights hereunder with respect to the Collateral,
and all rights, remedies and powers of the Agent and the Lenders shall continue
as if no such proceeding had been instituted.
(f) Failure by the Agent to exercise any right, remedy or option under
this Agreement or any other agreement between the Debtors or any of them and the
Agent or provided by law, or delay by the Agent in exercising the same, shall
not operate as a waiver; no waiver shall be effective unless it is in writing,
signed by the party against whom such waiver is sought to be enforced and then
only to the extent specifically stated. For purposes of this Agreement, an
Event of Default hereunder shall be construed as continuing after its occurrence
until the same is waived in writing by the Lenders or the Required Lenders, as
the case may be, in accordance with the terms of the Credit Agreement. Neither
the Agent, nor any Lender, nor any party acting as attorney for the Agent or any
Lender, shall be liable hereunder for any acts or omissions or for any error of
judgment or mistake of fact or law other than their gross negligence or willful
misconduct. The rights and remedies of the Agent under this Agreement shall be
cumulative and not exclusive of any other right or remedy which the Agent or the
Lenders may have.
SECTION 10. THE AGENT APPOINTED ATTORNEY-IN-FACT.
Each Debtor hereby irrevocably appoints the Agent, its nominee, or any
other person whom the Agent may designate as such Debtor's attorney-in-fact,
with full authority in the place and stead of such Debtor and in the name of
such Debtor, the Agent or otherwise, upon the occurrence and during the
continuation of any Event of Default hereunder, or if such Debtor fails to
perform any agreement contained herein, then to the extent necessary to enable
the Agent to perform such agreement itself, from time to time in the Agent's
discretion, to take any action and to execute any instrument which the Agent may
deem necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, to prosecute diligently any Patent, Trademark or
Copyright or any application for Patents, Trademarks or Copyrights pending as of
the date of this Agreement or thereafter until the Secured Obligations have been
fully paid and satisfied and any commitment to extend any credit constituting
Secured Obligations to the Borrower shall have terminated, to make application
on unpatented but patentable inventions and registrable but unregistered
Trademarks and Copyrights, to file and prosecute opposition and cancellation
proceedings, to do all other acts necessary or desirable to preserve all rights
in Collateral and otherwise to file any claims or take any action or institute
any proceedings which the Agent may deem necessary or desirable to enforce the
rights of the Agent and the Lenders with respect to any of the Collateral. Each
Debtor hereby grants to the Agent an absolute power of attorney to sign, upon
the occurrence and during the continuation of an Event of Default hereunder, any
document which may be required by the United States Patent and Trademark Office
or the United States Copyright Office in order to effect an absolute interest
assignment of all right, title and interest in each Patent and Copyright, and
record the same. Each Debtor hereby ratifies and approves all acts
12
<PAGE>
of any such attorney and agrees that neither the Agent nor any such attorney
will be liable for any acts or omissions nor for any error of judgment or
mistake of fact or law other than their gross negligence or willful misconduct.
The foregoing power of attorney, being coupled with an interest, is irrevocable
until the Secured Obligations have been fully paid and satisfied and any
commitment to extend any credit constituting Secured Obligations to the Borrower
shall have terminated.
SECTION 11. APPLICATION OF PROCEEDS.
The proceeds and avails of the Collateral at any time received by the Agent
upon the occurrence and during the continuation of any Event of Default
hereunder shall, when received by the Agent in cash or its equivalent, be
applied by the Agent in reduction of the Secured Obligations in accordance with
the terms of the Credit Agreement. The Debtors shall remain liable to the Agent
and the Lenders for any deficiency. Any surplus remaining after the full
payment and satisfaction of the Secured Obligations shall be returned to the
Debtors or to whomsoever the Agent reasonably determines is lawfully entitled
thereto.
SECTION 12. INDEMNIFICATION; LITIGATION.
(a) Each Debtor shall have the right to commence and prosecute in its own
name, as real party in interest, for its own benefit and at its own expense,
such applications for protection of the Collateral, suits, proceedings or other
actions for infringement, unfair competition, dilution or other damage as are in
its reasonable business judgment necessary to protect the Collateral. To the
extent required by Section 6(b)(ii), each Debtor shall promptly notify the Agent
and the Lenders in writing as to the commencement and prosecution of any such
actions, or threat thereof, relating to the Collateral and shall provide to the
Agent and the Lenders such information with respect thereto as may be reasonably
requested. The Agent and the Lenders shall provide all reasonable and necessary
cooperation in connection with any such suit, proceeding or action including,
without limitation, joining as a necessary party. Each Debtor shall indemnify
and hold harmless the Agent and the Lenders for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, expenses or
disbursements (including attorneys' fees) of any kind and nature whatsoever
which may be imposed on, incurred by or asserted against the Agent or any Lender
in connection with or in any way arising out of such suits, proceedings or other
actions; PROVIDED, HOWEVER, that the Debtors shall not be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified hereunder.
(b) Upon the occurrence and during the continuation of any Event of
Default hereunder, the Agent shall have the right, but shall in no way be
obligated, to file applications for protection of the Collateral or bring suit
in the name of any Debtor, the Agent or the Lenders to enforce the Collateral.
In the event of such suit, the relevant Debtor shall, at the request of the
Agent, do any and all lawful acts and execute any and all documents required by
the Agent in aid of such enforcement and the Debtors shall promptly, upon
demand, reimburse and indemnify the Agent, as the case may be, for all costs and
expenses incurred by the Agent in the exercise of its rights under this Section.
In the event that the Agent shall elect not to bring suit to enforce the
Collateral, each Debtor agrees, to the extent required by Section 6, to use all
reasonable measures, whether by action,
13
<PAGE>
suit, proceeding or otherwise, to prevent the infringement of any of the
Collateral by others and for that purpose agrees to diligently maintain any
action, suit or proceeding against any person so infringing necessary to prevent
such infringement.
SECTION 13. EXPENSES.
The Debtors jointly and severally shall, upon demand, pay to the Agent the
amount of any and all costs and expenses, including the fees and expenses of its
counsel and the fees and expenses of any experts and agents, which the Agent or
any Lender may incur in connection with (i) the enforcement and administration
of this Agreement (including, without limitation, the filing or recording of any
documents), (ii) the custody or preservation of, or the sale of, collection
from, or other realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of the Agent or any Lender hereunder or (iv)
the failure by any Debtor to perform or observe any of the provisions hereof.
All amounts payable by the Debtors under this Section shall be due from the
Debtors upon demand and shall bear interest from the date incurred by the Agent
or Lender, as appropriate, at the Default Rate. All amounts so payable,
together with such interest thereon, shall be part of the Secured Obligations.
The Debtors' obligations under this Section shall survive the termination of
this Agreement and the discharge of the Debtors' other obligations hereunder.
SECTION 14. TERMINATION AND RELEASE.
This Agreement is made for collateral purposes only. This Agreement shall
be a continuing agreement in every respect and shall remain in full force and
effect until all of the Secured Obligations, both for principal and interest,
have been fully paid and satisfied and any commitment to extend any credit
constituting Secured Obligations to the Borrower shall have terminated. Upon
such termination of this Agreement, the Agent shall, upon the request and at the
expense of the Debtors, forthwith assign, transfer and deliver, against receipt
and without recourse to the Agent or any Lender, such of the Collateral as may
then be in the possession of the Agent and as shall not have been sold or
otherwise applied or released pursuant to the terms hereof or the terms of the
Credit Agreement to or on the order of the relevant Debtor. Said assignment,
transfer and delivery shall include an instrument in form recordable in the
United States Patent and Trademark Office or the United States Copyright Office,
as the case may be, by which the Agent shall terminate, release and, without
representation, recourse or warranty, reassign to the relevant Debtor all rights
in each Patent, Patent License, Trademark, Trademark License, Copyright and
Copyright License including each registration thereof and application therefor
conveyed and transferred to the Agent pursuant to this Agreement.
SECTION 15. THE AGENT.
In acting under or by virtue of this Agreement, the Agent shall be entitled
to all the rights, authority, privileges and immunities provided in Section 15.2
of the Credit Agreement, all of which provisions of said Section 15.2 are
incorporated by reference herein with the same force and effect as if set forth
herein in their entirety. The Agent hereby disclaims any representation or
warranty
14
<PAGE>
to the Lenders concerning the perfection of the security interest granted
hereunder or in the value of any of the Collateral.
SECTION 16. PRIMARY SECURITY; OBLIGATIONS ABSOLUTE.
The lien and security herein created and provided for stand as direct and
primary security for the Secured Obligations. Each Debtor acknowledges and
agrees that the lien and security hereby created and provided for are absolute
and unconditional and shall not in any manner be affected or impaired by any
acts or omissions whatsoever of the Agent, any Lender or any other holder of any
of the Secured Obligations, and without limiting the generality of the
foregoing, the lien and security hereof shall not be impaired by any acceptance
by the Agent, any Lender or any holder of any of the Secured Obligations of any
other security for or guarantors upon any of the Secured Obligations or by any
failure, neglect or omission on the part of the Agent, any Lender or any other
holder of any of the Secured Obligations to realize upon or protect any of the
Secured Obligations or any collateral security therefor. The lien and security
hereof shall not in any manner be impaired or affected by (and the Agent and the
Lenders, without notice to anyone, are hereby authorized to make from time to
time) any sale, pledge, surrender, compromise, settlement, release, renewal,
extension, indulgence, alteration, substitution, exchange, change in,
modification or disposition of any of the Secured Obligations, or of any
collateral security therefor, or of any guaranty thereof or of any obligor
thereon. The Lenders may at their discretion at any time grant credit to the
Borrower without notice to any Debtor in such amounts and on such terms as the
Lenders may elect (all of such to constitute additional Secured Obligations)
without in any manner impairing the lien and security hereby created and
provided for. No release, compromise or discharge of any Debtor hereunder or
with respect to any of the Secured Obligations or any Collateral provided by
such Debtor shall release or discharge, or impair the agreements of, any other
Debtor hereunder or in any manner impair the liens and security interests
granted by any other Debtor hereunder; and the Agent may proceed against the
Collateral provided hereunder by any one or more of the Debtors without
proceeding against any or all of the other Debtors, their respective properties
or any other security or guaranty whatsoever. In order to foreclose or
otherwise realize hereon and to exercise the rights granted the Agent hereunder
and under applicable law as against any Debtor or any Collateral in which such
Debtor has rights, there shall be no obligation on the part of the Agent, any
Lender or any other holder of any of the Secured Obligations at any time to
first resort for payment to the Borrower or any other Debtor or any other
Person, its property or estate or to any guaranty of the Secured Obligations or
any portion thereof or to resort to any other collateral security, property,
liens or any other rights or remedies whatsoever, and the Agent shall have the
right to enforce this instrument as against any Debtor or any Collateral in
which such Debtor has rights, irrespective of whether or not other proceedings
or steps are pending seeking resort to or realization upon or from any of the
foregoing.
SECTION 17. MISCELLANEOUS.
(a) This Agreement cannot be changed or terminated orally. This Agreement
shall be binding upon the Debtors, their successors and assigns and shall inure,
together with the rights and remedies of the Agent and the Lenders hereunder, to
the benefit of the Agent, the Lenders and their
15
<PAGE>
successors and assigns; PROVIDED, HOWEVER, that no Debtor may assign its rights
or delegate its duties hereunder without the Agent's prior written consent.
Without limiting the generality of the foregoing, and subject to the provisions
of Section 15.1 of the Credit Agreement, any Lender may assign or otherwise
transfer the Secured Obligation or portion thereof held by it to any other
Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Lender herein or otherwise, subject,
however, to the provisions of the Credit Agreement. Each Debtor hereby releases
the Agent from any liability for any act or omission relating to the Collateral
or this Agreement, except the Agent's gross negligence or willful misconduct.
(b) All communications provided for herein shall be in writing, except as
otherwise specifically provided for hereinabove, and shall be deemed to have
been given or made, if to any Debtor when given to the Borrower in accordance
with Section 14.3 of the Credit Agreement, or if to the Agent or any Lender,
when given to such party in accordance with Section 14.3 of the Credit
Agreement.
(c) No Lender shall have the right to institute any suit, action or
proceeding in equity or at law for the foreclosure against any Collateral
subject to this Agreement or for the execution of any trust or power hereof or
for the appointment of a receiver, or for the enforcement of any other remedy
under or upon this Agreement; it being understood and intended that no one or
more of the Lenders shall have any right in any manner whatsoever to affect,
disturb or prejudice the lien of this Agreement by its or their action or to
enforce any right hereunder, and that all proceedings at law or in equity shall
be instituted, had and maintained by the Agent in the manner herein provided and
for the benefit of the Lenders.
(d) In the event that any provision hereof shall be deemed to be invalid
by reason of the operation of any law or by reason of the interpretation placed
thereon by any court, this Agreement shall be construed as not containing such
provision, but only as to such jurisdictions where such law or interpretation is
operative, and the invalidity of such provision shall not affect the validity of
any remaining provision hereof, and any and all other provisions hereof which
are otherwise lawful and valid shall remain in full force and effect. Without
limiting the generality of the foregoing, in the event that this Agreement shall
be deemed to be invalid or otherwise unenforceable with respect to any Debtor,
such invalidity or unenforceability shall not affect the validity of this
Agreement with respect to the other Debtors.
(e) This Agreement shall be deemed to have been made in the State of
Illinois and shall be governed by and construed in accordance with the internal
laws of the State of Illinois, without regard to principles of conflicts of law,
except as required by mandatory provisions of law and except to the extent that
the validity or perfection of the lien or security interest hereunder, or
remedies hereunder, in respect of any particular Collateral are governed by the
laws of a jurisdiction other than the State of Illinois. The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning of any provision hereof.
16
<PAGE>
(f) This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterpart signature pages, each
constituting an original, but all together one and the same instrument. Each
Debtor acknowledges that this Agreement is and shall be effective upon its
execution and delivery by such Debtor to the Agent, and it shall not be
necessary for the Agent to execute this Agreement or any other acceptance hereof
or otherwise to signify or express its acceptance hereof.
(g) THE AGENT AND THE DEBTORS AGREE THAT ALL DISPUTES AMONG THEM ARISING
OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT, AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE OR FEDERAL
COURTS LOCATED IN COOK COUNTY, ILLINOIS, BUT EACH OF THE AGENT AND THE DEBTORS
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE BY A COURT LOCATED
OUTSIDE OF COOK COUNTY, ILLINOIS. EACH OF THE DEBTORS WAIVES IN ALL DISPUTES
ANY OBJECTION THAT SUCH DEBTOR MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING
THE DISPUTE OR ANY OBJECTION THAT SUCH DEBTOR MAY HAVE THAT ANY OTHER PARTY HAS
NOT BEEN JOINED IN SUCH PROCEEDING. EACH OF THE DEBTORS AGREES THAT THE AGENT
SHALL HAVE THE RIGHT TO PROCEED AGAINST EACH AND ANY OF THE DEBTORS OR THEIR
COLLATERAL IN A COURT IN ANY LOCATION TO ENABLE THE AGENT TO REALIZE ON THE
COLLATERAL, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF
THE AGENT, WHETHER OR NOT PROCEEDING SEPARATELY AGAINST ANY DEBTOR AND ITS
PROPERTY OR JOINTLY AGAINST THE BORROWER AND ANY ONE OR MORE OF THE DEBTORS AND
THEIR PROPERTY. EACH OF THE DEBTORS WAIVE ANY OBJECTION THAT IT MAY HAVE TO THE
LOCATION OF THE COURT IN WHICH THE AGENT HAS COMMENCED A PROCEEDING DESCRIBED IN
THIS PARAGRAPH.
[SIGNATURE PAGES TO FOLLOW]
17
<PAGE>
IN WITNESS WHEREOF, the Debtors have caused this Agreement to be duly
executed as of the date first above written.
DEBTORS:
PLATINUM ENTERTAINMENT, INC.
By: /s/ Douglas Laux
---------------------------------
Its: Chief Financial Officer
LEXICON MUSIC, INC.
By: /s/ Douglas Laux
---------------------------------
Its: Secretary
PEG PUBLISHING, INC.
By: /s/ Douglas Laux
---------------------------------
Its: Secretary
JUSTMIKE MUSIC, INC.
By: /s/ Douglas Laux
---------------------------------
Its: Secretary
ROYCE PUBLISHING, INC.
By: /s/ Douglas Laux
---------------------------------
Its: Secretary
S-1
<PAGE>
Accepted and agreed to in Chicago, Illinois as of the date first above
written.
FIRST SOURCE FINANCIAL LLP,
as Agent as aforesaid for the Lenders
By: /s/ Gregory R. Cooper
---------------------------------
Its: Senior Vice President
-----------------------------
S-2
<PAGE>
SCHEDULE A-1
TO
INTELLECTUAL PROPERTY
SECURITY AGREEMENT
PATENTS
NONE.
<PAGE>
SCHEDULE A-2
TO
INTELLECTUAL PROPERTY
SECURITY AGREEMENT
PATENT LICENSES
NONE.
<PAGE>
SCHEDULE B-1
TO
INTELLECTUAL PROPERTY
SECURITY AGREEMENT
TRADEMARKS
REGISTERED U.S TRADEMARKS
NAME REGISTRATION NO.
CGI Records, Inc. 1838585
River North Records, Inc. 1814760
Light Records, Inc. 1932514
Nobody's Gonna Knock My Sox Off 1956751
After Hours 1793475
America's 'Pops' 1535955
Branson Entertainment (Suppl. Register) 1776112
Cinedisc 1513405
Classical Heritage 1790951
Classics for Joy (Stylized) 1102560
Counter Culture 1856632
Design of Clef 1075865
Direct to Digital 1548067
First Choice & Design 1811457
Intersound 1803152
Intersound Entertainment 1888285
Maxiplay 1457272
Musicmate 1472957
Orchestra of the Americas 1783707
Pro-Arte 1198554
Projazz (Stylized) 1465290
Quitessence & Design 1096575
Reflections 1858398
PENDING TRADEMARK APPLICATIONS
NAME REGISTRATION NO.
So-Lo Jam Pending
Booty Mix Pending
Concert @ Home Pending
Retro Lunchbox Pending
Taliesin Orchestra Pending
Flying Tart Pending
REGISTERED STATE TRADEMARKS
COUNTRY NAME REGISTRATION NO.
Minnesota America's 'Pops' 13330
Minnesota Audio + and Design 14024
Minnesota Direct to Digital 13991
Minnesota Musicmate & Design 12350
REGISTERED FOREIGN TRADEMARKS
COUNTRY NAME REGISTRATION NO.
Canada Branson Entertainment 422280
Canada Cinedisc 351987
Canada Classics for Joy 303754
Canada Intersound 425431
Canada Intersound Entertainment TMA 426,545
Canada Pro-Art 268632
Japan Pro-Art 1991188
PENDING FOREIGN TRADEMARK APPLICATIONS
COUNTRY NAME REGISTRATION NO.
Canada So-Lo Jam Pending
<PAGE>
SCHEDULE B-2
TO
INTELLECTUAL PROPERTY
SECURITY AGREEMENT
TRADEMARK LICENSES
Pursuant to the House of Blues Joint Venture, Borrower has a license to use the
"House of Blues" name, service mark and trademark.
<PAGE>
SCHEDULE C-1
TO
INTELLECTUAL PROPERTY
SECURITY AGREEMENT
COPYRIGHTS
EXHIBIT A to this SCHEDULE C-1 sets forth a list of registered copyrights and
copyright applications submitted by Borrower and the Guarantors pending
registration in each of the Master Sound Recordings and the Master Album
Recordings owned by Borrower and the Guarantors.
<PAGE>
EXHIBIT A
SCHEDULE C-1
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JOSTE PUBLISHING (ASCAP)
Owned
(AIN'T NO DEVIL IN PA572223 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
HELL) GONNA WALK ON
A MOTHER IN ZION PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
A SONG IN THE NIGHT PA788197 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ABBA FATHER PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ABSENCE OF FEAR PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
AFTER THE STORM IS GONE PA748278 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
AGONY PA849074 1995 ALBERT/MARTELLO SONIC CHAOS ARGYLE PARK CH
ALL ALONE PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
ALL THE FLOWERS GROWING IN PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
YOUR MOTHER'S EYES
AN AUDIENCE WITH THE KING PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ANGRY SON PA812788 1996 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
ANOTHER CHANCE PA856569 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
APATHETIC PA856318 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
ARE YOU READY FOR THUNDER? PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
ARMEGEDDON PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
ASK OF ME PA788206 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ASTRONAUT PA812749 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
BACK TO THE DRAWING BOARD PENDING 1998 BRENT JONES JOSTE PUBLISHING LA MASS CHOIR GO
BANANA PA788414 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
BE A LIGHT NOT REC MICHAEL BROOKS JOSTE PUBLISHING --------------- GO
BE YE HOLY PENDING 1998 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
BED OF NAILS PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
BEGINNING PA625280 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
BELIEVE PA625278 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
BELILEVE IN HIS PROMISE PENDING 1998 NIKKI ERVIN JOSTE PUBLISHING LA MASS CHOIR GO
BELOW THE GRAVE PENDING 1990 AYERS/BENTON/BRUNER/BRUNER SONIC CHAOS HAVEN CH
BETTER WAYS PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
BETWEEN PA887925 1997 BAILEY/CURTIS/BELL/WATTS SONIC CHAOS ROCKETBOY CH
BETWEEN HE AND SHE PA812755 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
BEYOND THE NIGHT PENDING ROBINSON/BANK SONIC CHAOS TRYTAN CH
BLACK BIRDS PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
BLEMISHED SACRIFICES PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
BLESS HIS NAME PA856567 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
BLOOD BATH PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
BORN AGAIN PA788315 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
BOY AND HIS BOAT, A PA788413 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
BROKEN TREE PA856313 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
BROTHERLY LOVE PA788313 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
BURDEN'S FOLLY, A PA849077 1995 ALBERT/MARTELLO SONIC CHAOS ARGYLE PARK CH
CALLING, THE PENDING 1990 AYERS/BENTON/BRUNER/BRUNER SONIC CHAOS HAVEN CH
CALM BEFORE THE STORM PENDING 1991 NINA LLOPIS SONIC CHAOS NINA CH
CHAINS PENDING ADAMS/BANK/BLACKMAN SONIC CHAOS TRYTAN CH
CHAOS PA887928 1997 WILLIAM BELL SONIC CHAOS ROCKETBOY CH
CHRONICLE OF THE SEVEN PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
SEALS, THE
CIRCLE PA849078 1995 SCOTT ALBERT SONIC CHAOS ARGYLE PARK CH
COME HOLY SPIRIT PA646476 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
COME INTO MY HEART NOT REC MICHAEL BROOKS JOSTE PUBLISHING --------------- GO
COME TO JESUS PA887879 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
COME TO THE ALTAR PA663314 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
CONDEMNATION PA812784 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
CONGRUENT PA856321 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
CONQUER DEATH PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
CONSEQUENCE PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COOL PA887927 1997 CURTIS/BELL SONIC CHAOS ROCKETBOY CH
COURSE OF RUIN PENDING 1994 ALBERT/MAN SONIC CHAOS CIRCLE OF DUST CH
CRANIAL TYRANT PENDING 1994 ALBERT/MAN SONIC CHAOS CIRCLE OF DUST CH
CROWN ME PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
DEADLY MASQUERADE PENDING ROBINSON/BANK SONIC CHAOS TRYTAN CH
DEEPER THE VALLEY, THE PA759792 1995 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
DELIVER ME PENDING 1990 AYERS SONIC CHAOS HAVEN CH
DEMORALIZED PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
DESCEND PENDING 1994 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
DESIGNER'S ORIGINAL PA572225 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
DESOLATION OF SODOM PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
DESTROY EVERY YOKE PA722077 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
DEVIATE PENDING 1994 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
DIE TO THE FLESH PA812798 1995 RANDY ROSE SONIC CHAOS ROSE CH
DIES IRAE (DAY OF WRATH) PENDING 1990 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
DIESEL PA849081 1995 SCOTT ALBERT SONIC CHAOS ARGYLE PARK CH
DIMENTIA PA833051 1993 BACHMAN/DAUB/WINTERS/MANN SONIC CHAOS BELIEVER CH
DISSOLVED PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
DO IT AGAIN PA856561 1997 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
DO NOT BE DECEIVED PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
DO YOU KNOW MY NAME? PA812797 1995 RANDY ROSE SONIC CHAOS ROSE CH
DO YOU STILL BELIEVE IN LOVE PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
DON'T GIVE UP PENDING 1989 KENNETH/MARIANO/ROGER SONIC CHAOS RAGE OF ANGELS CH
DON'T TAKE IT AWAY PA625283 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
DON'T TURN AWAY PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
DUST TO DUST PENDING 1990 BACHMAN/DAUB/BADDORF/ROBERTSON SONIC CHAOS BELIEVER CH
EMERGE PENDING 1992 SCOTT ALBERT SONIC CHAOS LIVING SACRIFICE CH
ENSHRINED PENDING 1994 ALBERT/MANN SONIC CHAOS CIRCLE OF DUST CH
ENTERTAINMENT TONIGHT PA812746 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
ESCAPE PENDING 1990 AYERS/BENTON SONIC CHAOS HAVEN CH
EVERYTHING TO ME NOT REC MICHAEL BROOKS JOSTE PUBLISHING --------------- GO
EVERYTHING'S GONNA BE ALRIGHT PA663306 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
EXTRACTION FROM MORTALITY PENDING 1989 K.BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
EYES OF MY SISTERS PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
FACE OF THE PROSECUTOR PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
FADE AWAY PA812796 1995 RANDY ROSE SONIC CHAOS ROSE CH
FIGHTING GRAVITY PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
FILL MY CUP PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
FIND A WAY PA722072 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
FLOURESCENT FUNK PA788410 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
FOR LOVE ALONE PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
FOR ONE MOMENT OF PLEASURE PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
FREEDOM BELLS (P.D. ARR) PA572224 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
FRONT PA812787 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
FUTILE PA849075 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
FUTURE MIND PA833050 1993 BACHMAN/DAUB/WINTERS SONIC CHAOS BELIEVER CH
GET IN THE WAY PA625282 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
GET THE GLORY PA722074 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
GETTIN' READY PENDING BANK/ADAMS SONIC CHAOS TRYTAN CH
GIVE IT TO HIM PA788199 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
GIVE YOU THE PRAISE PENDING 1998 TRACY CARTER JOSTE PUBLISHING LA MASS CHOIR GO
GOING HOME PA887873 1997 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
GONE PA833053 1993 BACHMAN/DAUB/WINTERS SONIC CHAOS BELIEVER CH
GONE FOREVER PENDING BANK/ADAMS SONIC CHAOS TRYTAN CH
GONE FOREVER PENDING 1989 D. MARIANO SONIC CHAOS RAGE OF ANGELS CH
GRASS PA812795 1995 RANDY ROSE SONIC CHAOS ROSE CH
</TABLE>
<PAGE>
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SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GREATER EMMANUEL PA722071 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
GUNTISTHA GARDEN PA788416 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
GUTTERBOY PA849082 1995 MARTELLO/ALBERT SONIC CHAOS ARGYLE PARK CH
HAEMORRHAGE OF HATRED PA812770 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
HALLELUHAJ OH LORD PENDING 1998 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
HE CAN DO THE IMPOSSIBLE PA748274 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
(IN YOUR LIFE)
HE CARES PA663311 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
HE KNOWS PA887876 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
HE KNOWS BEST PA628908 1993 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
HE LOVES ME PA788318 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
HEADSCREW PA849073 1995 MARTELLO/ALBERT SONIC CHAOS ARGYLE PARK CH
HELLFIRE DENIED PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
HELP ME FOLLOW PENDING 1990 AYERS SONIC CHAOS HAVEN CH
HELP ME TO FIGHT PA788310 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
HERE TO STAY PENDING BANK SONIC CHAOS TRYTAN CH
HE'S COMING BACK REAL SOON PA722073 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
HE'S MY KING PA646481 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
HE'S REAL PA663313 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
HE'S STANDING BY PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
HE'S THE REASON PENDING 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
HIDEOUS PA788409 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
HIGH DIVE PA887926 1997 BAILEY/CURTIS/BELL/WATTS SONIC CHAOS ROCKETBOY CH
HIGHEST PRAISE PA788314 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
HOMELESS PA812781 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
HONOR HIS NAME PA663309 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
HOOKED ON A GOOD THING PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
HOUSE OF PRAISE PA887871 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
HOW THE ANGELS SANG (50%) NOT REC CUMMINGS/CUMMINGS LEXICON MUSIC --------------- CH
I CAN DO ALL THINGS PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
I FOUND LOVE PENDING 1990 AYERS/BRUNER/BRUNER SONIC CHAOS HAVEN CH
I NEVER HEARD A MAN PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
I OWE HIM THE PRAISE PA887874 1997 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
I WANNA GO PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
I WILL SING HOLY PA628909 1993 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
IDOLS OF IGNORANCE PENDING 1990 BACHMAN/DAUB/BADDORF/ROBERTSON SONIC CHAOS BELIEVER CH
I'LL GIVE MY ALL TO
YOU (50%) PA767556 1995 TAYLOR/BOWERS JOSTE PUBLISHING LOS ANGELES MASS CHOIR GO
I'LL REIGN PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ILLEGITIMATE SON PA887930 1997 WILLIAM BELL SONIC CHAOS ROCKETBOY CH
I'M BLESSED PA836241 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
IN HAIR BRAIN PA788415 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
IN HIS PRESENCE PA815461 1996 MICHAEL BROOKS JOSTE PUBLISHING TOTALLY COMMITTED GO
IN THE DAY OF THE SENTINEL PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
IN THE ROOM PA663308 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
INJUDICIAL PA812771 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
INSIDE VIEW PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
INTERLUDE PA572230 1992 J THOMAS/E TOSSING JOSTE PUBLISHING DANNIEBELLE HALL GO
INTO THE UNKNOWN PA812794 1995 RANDY ROSE SONIC CHAOS ROSE CH
IT WILL BE ALRIGHT PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
IT WILL BE WORTH IT ALL PA646477 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
IT'S GONNA TAKE JESUS PA887877 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
IT'S NOT TOO LATE FOR LOVE PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
IT'S PRAYING TIME NOT REC MICHAEL BROOKS JOSTE PUBLISHING --------------- GO
IT'S RAINING IN MY LIFE AGAIN PA748277 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
IT'S WAR PENDING ROBINSON/BANK SONIC CHAOS TRYTAN CH
IT'S YOUR TIME PA748279 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
I'VE COME ALL THE WAY PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JEHOVAH REIGNS PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
JESUS IS A LISTENING PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
JESUS KNOWS ME PA572229 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
JESUS WILL ANSWER YOUR PRAYER PA788203 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
JESUS WILL SEE YOU THROUGH PA856563 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
JIGSAW MAN PA812750 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
JUST AS YOU ARE PA748276 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
JUST ONE MOMENT PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
JUSTIFIED BY FAITH PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
KILL MY INSPIRATION PA812753 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
KILLING OF THE INNOCENT PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
KILLING, THE PA812772 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
KING OF THE JEWS PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
LAND OF THE BLIND PA812780 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
LATTER, THE PA625286 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
LEARN HOW TO TRUST HIM PA856562 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
LEAVE YOU OR FORSAKE YOU PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
LEMONADE PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
LET HIM BE EXALTED PA722079 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
LIFE GOES ON PENDING BANK/ROBINSON SONIC CHAOS TRYTAN CH
LIFT THE SAVIOUR UP PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
LIL' GROOVE, A PA788412 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
LORD IS BLESSING ME, THE PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
LORD IS BLESSING ME, THE PA646480 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
LOVE IS AN ACTION WORD PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
MAGNIFY PA625284 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
MAKE YOUR MOVE PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
MARTIN'S DREAM PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
MEANINGLESS PA856314 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
MEDLEY OF CHANGE PA572228 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
MISANTHROPE PA849083 1995 MARTELLO/ALBERT SONIC CHAOS ARGYLE PARK CH
MONKEYSHINE PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
MORE IN SORROW PA856316 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
MORE LOVE NOT REC HERMAN HARRIS JOSTE PUBLISHING --------------- GO
MORE THAN A CONQUEROR PA788202 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
MORE THAN THE WORLD PA748275 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
AGAINST YOU
MORE THAN YOU'LL EVER KNOW PA856560 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
MORTAL AGONY PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
MOTHER MAY I PA887929 1997 CURTIS/BELL SONIC CHAOS ROCKETBOY CH
MR. ELECTRIC PENDING ADAMS/BANK SONIC CHAOS TRYTAN CH
MURDER PENDING 1990 KEVIN AYERS SONIC CHAOS HAVEN CH
MY SOUL LOVES JESUS PA572227 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
MYISCI PA788411 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
NARROW PA856317 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
NATION, THE PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
NATURE AND THE SOUL PENDING 1990 HAROLD EVANS SONIC CHAOS THE THROES CH
NEMESIS PA812783 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
NEVER CHANGE PA788201 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
NEVER LEAVE PA788311 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
NEVER LET GO NOT REC MICHAEL BROOKS JOSTE PUBLISHING --------------- GO
NEVER LET GO (NEW SONG) PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
NIGHTFALL PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
NO APOLOGY PA833048 1993 BACHMAN/DAUB/BADDORF/WINTERS/MANN SONIC CHAOS BELIEVER CH
NO LONGER BOUND PA887872 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
NO OTHER GOD PA856564 1997 CHARLES OLLIE HARRIS JOSTE PUBLISHING LISA PAGE GO
NO OTHER GOD (REPRISE 1) PENDING 1997 CHARLES OLLIE HARRIS JOSTE PUBLISHING LISA PAGE GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NO OTHER GOD (REPRISE 2) PENDING 1997 CHARLES OLLIE HARRIS JOSTE PUBLISHING LISA PAGE GO
NO PLACE TO STAND PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
NONPOINT PENDING 1990 K. BACHMAN/DAUB/BADDORF/ROBERTSON SONIC CHAOS BELIEVER CH
NOT EVEN ONE PENDING 1989 BACHMAN-DAUB-BADDORF-KRAFT SONIC CHAOS BELIEVER CH
NOTHING SACRED PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
NOWHERE TO RUN PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
O GREAT CITY PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
O SE BABA (NIGERIAN PRAISE) PA572226 1992 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
OH TO BE KEPT PENDING 1998 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
OH WHAT LOVE PA788200 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
ON JUDGEMENT DAY PENDING 1990 AYERS/BENTON/BRUNER/BRUNER SONIC CHAOS HAVEN CH
ON THE VERGE (OF A MIRACLE) PA887870 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
ONE WAY TICKET PENDING 1995 REEVES/GRUBBS JOSTE PUBLISHING RONNA REEVES CR
ONENEMY PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
ONLY JESUS CAN SAVE YOUR PA767559 1995 WILKINS/TAYLOR JOSTE PUBLISHING LOS ANGELES MASS CHOIR GO
SOUL (40%)
PALE REFLECTION PENDING 1994 ALBERT/MANN SONIC CHAOS CIRCLE OF DUST CH
PARASITE PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
PASSION FLOWER PENDING 1990 HAROLD EVANS SONIC CHAOS THE THROES CH
PAST PA812793 1995 RANDY ROSE SONIC CHAOS ROSE CH
PAST GONE PA812792 1995 RANDY ROSE SONIC CHAOS ROSE CH
PEOPLE PA646478 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
PEOPLE DON'T DO PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
PHILOSOPHY OF MAN PENDING 1990 MINIER/WALTER/PALMER SONIC CHAOS GREG MINIER CH
PICKIN' BERRIES PA788417 1993 MORA/RATHBUN/TYLER/CLEEM SONIC CHAOS HOT PINK TURTLE CH
PLAYIN' WITH FIRE PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
PRAISE HIS HOLY NAME PENDING 1994 ADRIAN B. KING JOSTE PUBLISHING CHICAGO MASS CHOIR GO
PRAISE HIS NAME PA788317 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
PRAISE SONG PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
PRAISE SONG PA663305 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
PRAYERS OF A DEAD MAN PENDING 1994 ALBERT/MANN SONIC CHAOS CIRCLE OF DUST CH
PRECIOUS MEMORIES PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
PRELUDE PA788198 1996 MICHAEL BROOKS JOSTE PUBLISHING GO
PRETEND PA887932 1997 WILLIAM BELL SONIC CHAOS ROCKETBOY CH
PRICE PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
PROPHECY PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
PSALM 1 PA801122 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 100 PA801125 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 107 PENDING 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 117 PA801117 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 148 PA801123 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 150 PA801127 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 2 PA801118 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 22 PA801119 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 23 PA801120 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 61 PA801124 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALM 67 PA801121 1994 JACK BALLARD SONIC CHAOS JACK BALLARD CH
PSALMS 34 PA646473 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
PURIFY PA856320 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
QUICK TIME PA856312 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
RATIONAL LIES PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
REASON TO ROCK PENDING 1989 KENNETH/MARIANO SONIC CHAOS RAGE OF ANGELS CH
REFUGE PA849072 1995 ALBERT/MARTELLO SONIC CHAOS ARGYLE PARK CH
REGRESSOR/AGGRESSOR PENDING 1994 ALBERT/MANN SONIC CHAOS CIRCLE OF DUST CH
REGRET PA812785 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
REJOICE PENDING 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
RELEASE PA812779 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
REMOVED OF THE GRAVE PA812766 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
REPENTANCE PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
RESTING IN HIM PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
RIP VAN WINKLE PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
RIPPLE PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
RISE AGAIN PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
RISEN, THE PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
ROCK FOR THE ROCK PENDING 1989 KENNETH/MARIANO/FOWLER SONIC CHAOS RAGE OF ANGELS CH
SAFETY PA625281 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
SAINTS IN PRAISE PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
SANITY OBSCURE PENDING 1990 BACHMAN-DAUB-BADDORF-ROBERTSON SONIC CHAOS BELIEVER CH
SATAN'S CALLING PA812791 1995 RANDY ROSE SONIC CHAOS ROSE CH
SAVED (50%) PA767561 1995 WILKINS/ERVIN JOSTE PUBLISHING LOS ANGELES MASS CHOIR GO
SAVED AND SANCTIFIED PA815459 1996 MICHAEL BROOKS JOSTE PUBLISHING TOTALLY COMMITTED GO
SCARRED FOR LIFE PA849076 1995 SCOTT ALBERT SONIC CHAOS ARGYLE PARK CH
SEA SONG PENDING 1990 HAROLD EVANS SONIC CHAOS THE THROES CH
SEASON OF PAIN PA812790 1995 RANDY ROSE SONIC CHAOS ROSE CH
SECRET SONG, THE PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
SELF INFLICT PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
SELFLESS PA812748 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
SEND THE LIGHT PENDING 1997 DARREN MILLER SPEC TWELVE MUSIC GO
SHADOW OF DEATH PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
SHE WAS PA812751 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
SILVER LOVE PA887931 1997 WILLIAM BELL SONIC CHAOS ROCKETBOY CH
SINCE HE CAME PA625279 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
SING A SONG PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
SINGULARITY PA833049 1993 BACHMAN/DAUB/WINTERS/MANN SONIC CHAOS BELIEVER CH
SKEPTIC, THE PENDING 1990 GREG MINIER SONIC CHAOS GREG MINIER CH
SKIN KINGS PENDING 1990 EVANS/CAMPBELL SONIC CHAOS THE THROES CH
SLAVE TO SIN PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
SLIP PA856319 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
SMALL SQUARE BOXES PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
SO MUCH PA788316 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
SOMEBODY'S WATCHING YOU PENDING 1989 KENNETH/MARIANO/ROGER SONIC CHAOS RAGE OF ANGELS CH
SOMEONE NEEDS A MIRACLE PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
SOONER PA788312 1996 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS AND THE NATION GO
SPEAK OF THE DEVIL PA812754 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
SPINNING THROUGH THE NIGHT PENDING 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
SPROUT PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
STAND STILL PENDING 1989 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
STANDARD PA625277 1993 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
STANDING ON HIS PROMISE PA856566 1997 MICHAEL BROOKS JOSTE PUBLISHING MICHAEL BROOKS GO
STAR BOUND PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
STAY UNDER THE BLOOD PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
STEADFAST PA856315 1997 SIX FEET DEEP SONIC CHAOS SIX FEET DEEP CH
STOP THE MADNESS PENDING 1990 BACHMAN-DAUB-BADDORF-ROBERTSON SONIC CHAOS BELIEVER CH
STRESS PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
STRUGGLE PA812786 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
SUMMER WIND PA812752 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
SUN WILL SHINE AGAIN, THE PA722070 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
SUPERSATURATED PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
SYLENTIGER PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
TAKE ALL YOUR PAIN AWAY PA663307 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
TAKE COVER PENDING LAWRENCE BANK SONIC CHAOS TRYTAN CH
TAKE THE TIME TO WAIT PA788205 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
TELL PENDING 1990 HAROLD EVANS SONIC CHAOS THE THROES CH
</TABLE>
<PAGE>
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SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
TELLTALE CRIME PENDING 1994 ALBERT/MANN SONIC CHAOS CIRCLE OF DUST CH
TESTIMONY OF APOCOLYPSE PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
THANK YOU JESUS PA856570 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
THAT'S WHAT YOU MEAN TO ME PA788204 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
THE BLOOD PA788196 1996 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
THE TRUTH PA856565 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
THINK ON THESE THINGS PA583745 1992 TONY WILKINS LEXICON MUSIC LOS ANGELES MASS CHOIR GO
THIS LOVE IS AN OCEAN PENDING 1990 HAROLD EVANS SONIC CHAOS THE THROES CH
THROUGH LATENT EYES PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
THUS WILL I BLESS THEE PENDING 1998 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
TOMORROW TAKES TOO LONG PA812757 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
TOO TIRED TO TREMBLE PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
TORMENTED PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
TRILOGY OF KNOWLEDGE PA833052 1993 BACHMAN/DAUB/BADDORF/LAIRD SONIC CHAOS BELIEVER CH
TWISTED REALITY PENDING 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
UFFREN PA849085 1995 SCOTT ALBERT SONIC CHAOS CIRCLE OF DUST CH
UNCONDITIONAL LOVE (40%) PA806584 1995 WILKINS/TAYLOR JOSTE PUBLISHING LOS ANGELES MASS CHOIR GO
UNITE PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
UNNATURAL CONCEPTION, THE PA812767 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
UNTOMBED PA812768 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
VALLEY OF DRY BONES PENDING 1990 DIDONATO/GRAHAM/NEY/TORONE/TOY SONIC CHAOS SACRAMENT CH
VALLEY OF SALT PA812782 1994 SHAFFER/WOHLFIELD/SIMMONS/PORTER SONIC CHAOS SIX FEET DEEP CH
VANITY PENDING 1992 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
VERTIGO PENDING 1993 MANN/DUGAN/URBANATI SONIC CHAOS TECHNOKCRACI CH
VILE HYPOCRISY PENDING 1989 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
VIOLENT PA849080 1995 MARTELLO/ALBERT SONIC CHAOS ARGYLE PARK CH
VOYAGE OF THE SEVERED, THE PA812769 1994 SHERLOCK/DE RON/TOMPKINS SONIC CHAOS PARAMAECIUM CH
WAKING THE GIANT PENDING BANK/ROBINSON SONIC CHAOS TRYTAN CH
WALK IN THE FREEDOM PA663310 1995 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
WALK IN THE RAIN PA812747 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
WALKING FOR MILES PA812789 1995 RANDY ROSE SONIC CHAOS ROSE CH
WALKING IN THE LIGHT PENDING 1998 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
WALL BETWEEN US NOT REC JOHN SCULLY JOSTE PUBLISHING --------------- CR
WE GIVE THANKS PA748283 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
WE MUST BE BORN AGAIN (50%) PA681981 1994 WHITSETT/IVEY JOSTE PUBLISHING ESTHER SMITH GO
WE WORSHIP CHRIST, OUR LORD PA646479 1993 HERMAN HARRIS JOSTE PUBLISHING HERMAN HARRIS GO
WEATHER, THE PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
WEDNESDAY PA812756 1995 TAYLOR/DODDS/DUNCAN/MATTINGLY SONIC CHAOS LOVE COMA CH
WHAT A WONDERFUL CHANGE PA722075 1994 MICHAEL BROOKS JOSTE PUBLISHING GREATER EMMANUEL GO
WHAT IS BUT CANNOT BE PA833047 1993 BACHMAN/DAUB/BADDORF/ROBERTSON SONIC CHAOS BELIEVER CH
WHEN I PRAY PA748281 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
WHERE WOULD I BE PA748282 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
WISDOM CALLS PENDING 1991 WEINESJO/WEINESJO/OHLSSON/THORMAN SONIC CHAOS VENI DOMINE CH
WISDOM'S CALL PENDING 1990 BACHMAN/DAUB/BADDORF/KRAFT SONIC CHAOS BELIEVER CH
WONDERFUL THINGS PA887878 1997 B. CHASE WILLIAMS JOSTE PUBLISHING B. CHASE WILLIAMS & SHABACH GO
WORKING TOGETHER PA856568 1997 MICHAEL BROOKS JOSTE PUBLISHING LISA PAGE GO
YELLOW & BLACK ATTACK PENDING 1995 PERRY/MOHRMAN SONIC CHAOS LEADER DOGS FOR THE BLIND CH
YOU DESERVE THE BEST PA759793 1995 DANNIEBELLE HALL JOSTE PUBLISHING DANNIEBELLE HALL GO
YOU DON'T NEED PERMISSION PENDING 1998 GREG JONES JOSTE PUBLISHING LA MASS CHOIR GO
YOU MUST LIVE WHAT YOU
SING ABOUT PENDING 1995 JONES/TAYLOR JOSTE PUBLISHING LOS ANGELES MASS CHOIR GO
YOU'LL NEVER WALK ALONE PA748280 1994 MICHAEL BROOKS JOSTE PUBLISHING WITNESS GO
YOUR DYING DAY PENDING 1990 AYERS/BENTON/BRUNER/MCKEE SONIC CHAOS HAVEN CH
YOUR NAME PA815460 1996 MICHAEL BROOKS JOSTE PUBLISHING TOTALLY COMMITTED GO
ZIKLAG PENDING 1997 HOWARD HUNT, JR. SPEC TWELVE MUSIC GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Co-Owned
A LIFE THAT SHOWS (50%) PA466810 1990 FRED HAMMOND LEXICON/PARAGON COMMISSIONED GO
A PRAISE FOR YOU (50%) PA445245 1989 HAMMOND/BROOKS LEXICON/PARAGON COMMISSIONED GO
A PRAYER FOR LOVE PA508877 1991 GENE VIALE LEXICON/
B FLAT MUSIC GENE VIALE GO
ALWAYS PA762245 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
AN ANGEL'S KISS (50) PA822 153 1997 G. S. CURTIS/W. R. BELL, JR. SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
AT THE CROSS (GC PD ARR) (50%) PA375298 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
AVAILABLE TO YOU PA736325 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
BACK IN THE SADDLE (50%) PA466806 1990 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
BACK TO THE CROSS PA466806 1991 WILLIAMS BROTHERS LEXICON/MELENDO MELVIN WILLIAMS GO
BE ENCOURAGED PA583751 1992 MONTOUTE/ARMOR/TAYLOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
BUSTER & RUBY PA759772 1995 HENRY KAPONO JOSTE PUB/ISLAND
PEARL MUSIC HENRY KAPONO AC
CALL ME KIND (50) PA822 148 1997 W. H. BAILEY, III SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
CAN'T HOLD BACK, I (50%) PA451683 1989 ARMOR/TAYLOR LEXICON/MORAL LOS ANGELES MASS CHOIR GO
CHOICE TO REJOICE PENDING 1996 MICHAEL BROOKS JOSTE PUB/
BRIDGEPORT MUSIC MICHAEL BROOKS AND THE NATION GO
COME AS YOU ARE (33.3%) PA583746 1992 ARMOR/BLACK/TAYLOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
COME TO ME (50%) PA462368 1990 ARMOR/FUTREL LEXICON/MORAL FUTREL GO
COME UNTO HIM PA603013 1993 KEITH CHILDRESS JOSTE PUB/
KE-KIM MUSIC HEAVEN SENT GO
COUNT ON ME PA736318 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
CRY NOT REL 1995 REEVES/CRAIG JOSTE PUB/
BRUCE CRAIG PUB RONNA REEVES CR
CRY NO MORE (25%) PA543323 1991 STEWART/JONES LEXICON/STEWART/
PARAGON PARKES STEWART GO
DANCE WITH ALL OUR MIGHT PA572407 1992 HOWARD/GOSSETT LEXICON/
SONG OF TRIUMPH PATTIE HOWARD GO
DISCO BALL (50) PA822 151 1997 G. S. CURTIS SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
DO I (41.66) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/ SPEC TWELVE MUSIC
/TIMES 20 PRESS GO
DON'T WORRY PA445248 1989 STEWART/BRICE LEXICON/BRICE/
STEWART COMMISSIONED GO
DOOMSAYER(40) PA849086 1995 ALBERT/SALOMON/VICTOR SONIC CHAOS ARGYLE PARK CH
ETERNITY IN MY HEART PA762243 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
EVERY KNEE SHALL BOW PA583749 1992 WILKINS/TAYLOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
FAMOUS LAST WORDS PA762248 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
FATHER I STRETCH MY HANDS
TO THEE PAU1728379 1993 HERMAN HARRIS JOSTE PUB/
HERMANDO
PUBLISHING COMMITTED GO
FEAR NO EVIL PA518703 1991 WILLIAMS BROTHERS LEXICON/DALF MELVIN WILLIAMS GO
FIRST LOVE PA736326 1994 MOODY/JACKSON/CLARK JOSTE PUB/
MOODEASY/SEED CARLIS MOODY, JR. GO
FLY (50) PA822 150 1997 W. R. BELL, JR. SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
GARMENT OF PRAISE PA759791 1995 CHARLES SMITH JOSTE PUB/
CHARLES SMITH
MUSIC DANNIEBELLE HALL GO
GARY'S GARAGE (50) PA822 149 1997 W. H. BAILEY, III SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
GET YOUR PEOPLE READY PA736322 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
GIVE HIM THE GLORY (50%) PA399048 1988 TONY WILKINS LEXICON/MORAL LOS ANGELES MASS CHOIR GO
GLAD I MET YOU PA518705 1991 WILLIAMS BROTHERS LEXICON/LEVARN MELVIN WILLIAMS GO
GOD HAS PROMISED PA567408 1992 TYRONE DICKERSON LEXICON/
SECRET PUB CHICAGO MASS CHOIR GO
GOODNESS AND MERCY (50%) PA419476 1989 WILKENS/TAYLOR LEXICON/
MORAL MUSIC LOS ANGELES MASS CHOIR GO
GRACE (50%) PA399049 1988 TONY WILKINS LEXICON/
MORAL MUSIC LOS ANGELES MASS CHOIR GO
GREAT HEALER PA472409 1992 HOWARD/GOSSETT LEXICON/
SONGS OF TRIUMPH PATTIE HOWARD GO
HE THAT BELIEVETH (P.D. ARR.) PA598752 1992 JAMES CHAMBERS/MARK TAYLOR LEXICON/
BLACK & WHITE
MUSIC CHICAGO MASS CHOIR GO
HEART OF MINE (50%) PA466809 1990 FRED HAMMOND LEXICON/
PARAGON MUSIC COMMISSIONED GO
HEAVEN PA767554 1995 TAYLOR/JONES JOSTE PUB/2 G'S
& a J MUSIC LA MASS CHOIR GO
HE'LL BE THERE PA583743 1992 DONALD TAYLOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
HE'LL BE THERE PAU1728335 1993 HERMAN HARRIS JOSTE PUB/
HERMANDO
PUBLISHING COMMITTED GO
HE'LL MAKE A CHANGE (50%) PA473730 1990 WILKINS/TAYLOR LEXICON/MORAL LOS ANGELES MASS CHOIR GO
HERE I AM (MORE THAN A
CONQUERER) (50%) PA466814 1990 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
HOLD ON UNTIL YOU BLESS ME PA518650 1990 COLEY/SMITH LEXICON/
COLEY'S PEN DARYL COLEY GO
HOPE FOR THE HURTING HEART PA762249 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
HOPEFUL PA762246 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
HOSANNA (33.3%) PA583747 1992 MONTOUTE/TAYLOR/ARMOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
HOW CAN WE SING (IN A STRANGE
LAND) (50%) PA370976 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
HOW GRACIOUS YOU ARE PA646474 1993 ORTEGA SMITH JOSTE PUB/
ORTEGA SMITH
MUSIC HERMAN HARRIS GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
HOW MUCH IS WHEN? PA762244 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
I AM BLIND (50) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/ SPEC TWELVE GO
D. MIDDLETON/M. MCNEELY MUSIC/TIMES
20 PRESS
I CAN DO ALL THINGS PENDING 1994 HERMAN HARRIS JOSTE PUB/ HEAVEN SENT GO
HERMANDO
PUBLISHING
I CANNOT TELL IT ALL PA603010 1993 HERMAN HARRIS JOSTE PUB/
HERMANDO
PUBLISHING HEAVEN SENT GO
I CAN'T IMAGINE (25%) PA543322 1991 STEWART/JONES LEXICON/STEWART/
PARAGON PARKES STEWART GO
I DIED FOR YOU (37.5%) PA462370 1990 ARMOR/BATES LEXICON/MORAL/
PAPER BOY FUTREL GO
I FEEL BETTER NOW PA518700 1991 WILLIAMS BROTHERS LEXICON/LEVARN/
PERCY'S TWINS MELVIN WILLIAMS GO
I MUST TELL JESUS (50%) PA419477 1989 WILKENS/TAYLOR LEXICON/
MORAL MUSIC LOS ANGELES MASS CHOIR GO
I SHOULD (50) PA822 156 1997 W. H. BAILEY, III SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
I WILL ALWAYS REMEMBER PA759773 1995 HENRY KAPONO JOSTE PUB/ISLAND
PEARL MUSIC ENRY KAPONO C
I WILL BLESS THE LORD PA681982 1994 GEOFFREY DAVIS JOSTE PUB/
PSUCHE' PUB ESTHER SMITH GO
IF MY PEOPLE (50%) PA466808 1990 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
IF YOU LOOK PA760554 1995 JEFF HAMLIN JOSTE PUB/
CHAMPION OF
LOVE MUSIC GLAD CH
I'LL REACH, I'LL TELL PA572412 1992 REBA RAMBO LEXICON/
NEW KINGDOM
MUSIC PATTIE HOWARD GO
I'M GONNA LET MY LOVE
FLOW (50%) PA370977 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
I'M PERSUADED PA603012 1993 HERMAN HARRIS JOSTE PUB/
HERMANDO
PUBLISHING HEAVEN SENT GO
I'M READY FOR MY CHANGE PA736319 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
INVISIBLE LINE NOT REC JOHN SCULLY JOSTE PUB/
JOHN SCULLY
SONGS --------------- CR
IT WAS YOU PA466813 1991 KARL REID LEXICON/
KARL REID MUSIC COMMISSIONED GO
I'VE GOT THE VICTORY PA462364 1990 DARLENE FUTREL LEXICON/MORAL FUTREL GO
JESUS PA736323 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
JESUS PA646475 1993 RENEE WILLIAMS SMITH JOSTE PUB/RENEE
SMITH MUSIC HERMAN HARRIS GO
JESUS CARES (50%) PA370988 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
JESUS CHRIST SACRIFICED PA583744 1992 LANIAR/TAYLOR LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
JESUS IS THE REAL THING PA518649 1990 DARYL COLEY LEXICON/
COLEY'S PEN DARYL COLEY GO
JESUS LOVES ME (GC P.D.
ARR) (50%) PA375300 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
JESUS NEVER FAILS (50%) PA451684 1989 ARMOR/TAYLOR LEXICON/MORAL LOS ANGELES MASS CHOIR GO
JESUS, PRECIOUS KING
(GC PD) (50%) PA375287 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
JUDGMENT PA736320 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
JUST A CLOSER WALK WITH
THEE (PD) (50%) PA373164 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
JUST A LITTLE WALK WITH
JESUS NOT REC HERMAN HARRIS JOSTE PUB/
HERMANDO
PUBLISHING --------------- GO
JUSTICE FOR ALL PENDING 1995 LARSON/KAUFLIN JOSTE/CHAMPION OF
LOVE MUSIC (SEE
JUSTMIKE) GLAD CH
KEEP ON MOVIN' PA603009 1993 PAM DAVIS JOSTE PUB/T
HE MUSIC IN ME HEAVEN SENT GO
LAST OF ALL AND THE LEAST
OF THESE, THE PA762251 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
LEANING ON THE EVERLASTING
ARMS (PD) (50%) PA375295 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
LEAVE ME ALONE(85) PA849079 1995 ALBERT/BOQUETTE SONIC CHAOS ARGYLE PARK CH
LET MY LOVE FLOW (50%) PA370977 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
LET US BREAK BREAD TOGETHER
(PD) (50%) PA375306 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
LET'S NOT CRUCIFY HIM
AGAIN (50%) PA445242 1989 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
LORD I KNOW I'VE BEEN CHANGED
(P.D. ARR.) PA767562 1995 GREG JONES JOSTE PUB/2 G'S
& a J MUSIC LOS ANGELES MASS CHOIR GO
LORD JESUS HELP ME (HELP
SOMEBODY) PA445241 1989 MITCHELL JONES LEXICON/
CARLENE JONES COMMISSIONED GO
LOVE IS JUST WHAT WE NEED PA508878 1991 RICH LITTLEJOHN LEXICON/
B-FLAT MUSIC GENE VIALE GO
LOVE LIFTED ME (50%) PA448938 1989 TONY WILKINS LEXICON/MORAL COMMISSIONED GO
LOVE ME RIGHT (25%) PA543321 1991 STEWART/JONES LEXICON/STEWART/
PARAGON PARKES STEWART GO
LOVE SAYS GOODBYE PA759770 1995 HENRY KAPONO JOSTE PUB/ISLAND
PEARL MUSIC HENRY KAPONO AC
LOVE'S NOT SO FAR(16.65) PENDING 1995 TRENT/MANDEVILLE/PETRUCCI SONIC CHAOS TAMMY TRENT CH
MAKE A WAY (50%) PA451682 1989 JEFF RICHARDSON LEXICON/MORAL LOS ANGELES MASS CHOIR GO
MATTER OF TIME PA759771 1995 HENRY KAPONO JOSTE PUB/ISLAND
PEARL MUSIC HENRY KAPONO AC
MORE LIKE JESUS PA518648 1990 COLEY/ALLEN LEXICON/
COLEY'S PEN DARYL COLEY GO
MORE THAN YOU'LL EVER
KNOW (50%) PA445243 1989 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
MOVE RIGHT NOW (50%) PA399046 1988 TONY WILKINS LEXICON/MORAL LOS ANGELES MASS CHOIR GO
MY GOD I LOVE YOU (P.D.) PA784270 1996 PAUL LANGFORD JOSTE PUBLISHING
/CHAMPION OF
LOVE MUSIC GLAD CH
NATIVE GIRL PA759774 1995 HENRY KAPONO JOSTE PUB/ISLAND
PEARL MUSIC HENRY KAPONO AC
NEAR THE CROSS (PD) (50%) PA375296 1988 LAYTHAN ARMOR LEXICON/MORAL LOS ANGELES MASS CHOIR GO
NEVER (25%) PA462367 1990 ARMOR/KASHA/HIRSH LEXICON/MORAL/
SISC/FIRE FUTREL GO
NEVER FAR (50) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY SPEC TWELVE MUSIC
/TIMES 20 PRESS GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NO MORE LONELINESS PA466811 1990 JONES/STEWART LEXICON/JONES/
STEWART COMMISSIONED GO
OH GIVE THANKS PA598748 1992 LAVELLE LACEY LEXICON/
B-FLAT MUSIC CHICAGO MASS CHOIR GO
OH HOW I NEED YOU PA518706 1991 WILLIAMS BROTHERS LEXICON/DALF MELVIN WILLIAMS GO
ONCE AGAIN PA736432 1994 OLIVER SCOTT JOSTE PUB/OLIGUS
PUBLISHING BEAU WILLIAMS GO
ONE WAY TICKET PA768042 1995 REEVES/GRUBBS JOSTE PUB/JIMMY
GRUBBS MUSIC RONNA REEVES CR
ONLY HOPE (50) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY SPEC TWELVE
MUSIC/TIMES
20 PRESS GO
ONLY JESUS WILL (25%) PA543325 1991 STEWART/JONES LEXICON/STEWART/
PARAGON PARKES STEWART GO
ONLY WHAT YOU DO FOR CHRIST
WILL LAST PA370984 1988 MITCHEL JONES LEXICON/
CARLENE JONES COMMISSIONED GO
ORDINARY JUST WON'T DO PA466807 1990 JONES/STEWART LEXICON/JONES/
STEWART COMMISSIONED GO
OVER PA641604 1993 K TRIBITT/P TRIBITT JOSTE PUB/
E TRIBITT
PUBLISHING DONALD MALLOY GO
PASS ME NOT (GC PD ARR) (50%) PA373160 1988 LAYTHAN ARMOR LEXICON/
MORAL MUSIC VOICES OF LIGHT GO
PEACE BE STILL (GC PD
ARR) (50%) PA373161 1988 LAYTHAN ARMOR LEXICON/
MORAL MUSIC VOICES OF LIGHT GO
PEACE IN MY HEART PA518701 1991 WILLIAMS BROTHERS LEXICON/LEVARN/
DALF MELVIN WILLIAMS GO
PERILOUS TIMES (50%) PA370987 1988 FRED HAMMOND LEXICON/PARAGON COMMISSIONED GO
PRAISE THE LORD PA583750 1992 ARMOR/TAYLOR/BLACK LEXICON/
SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
PRAISE YE THE LORD PA681985 1994 DANA DAVIS JOSTE PUB/
PSUCHE' PUB ESTHER SMITH GO
REFRESHING PA736321 1994 CARLIS MOODY, JR. JOSTE PUB/
MOODEASY MUSIC CARLIS MOODY, JR. GO
REMEMBER PA625285 1993 L PAGE/C HARRIS JOSTE PUB/YOUNG
ARTISTS FOR
CHRIST MUSIC WITNESS GO
REVIVE US AGAIN (PD) (50%) PA399047 1988 TONY WILKINS LEXICON/MORAL LOS ANGELES MASS CHOIR GO
RICHARD (50) PA822 154 1997 G. S. CURTIS/W. R. BELL, JR. SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
RISE UP MY CHILD (50%) PA462369 1990 ARMOR/FUTREL LEXICON/MORAL FUTREL GO
RIVERBOAT, THE PA762247 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON C
ROMANS 10 PA518647 1990 COLEY/KEE LEXICON/
COLEY'S PEN DARYL COLEY GO
SATAN, WE'RE GONNA TEAR
YOUR KINGDOM (PD) PENDING 1991 HOWARD/GOSSETT LEXICON/SONG OF
TRIUMPH PATTIE HOWARD GO
SAVANNAH BY MOONLIGHT (50%) PENDING 1992 TAYLOR/FOLLESE' JOSTE PUB/
S-MEISTER/
GREAT CUMBERLAND
MUSIC/ S. ALAN TAYLOR CR
- --------------------------- -------- ---- --------- DIAMOND SRUCK
MUSIC/BREAKER
MAKER MUSIC ------------------
SAVE ME NOW (50%) PA445249 1989 FRED HAMMOND LEXICON/PARAGON COMMISSIONED GO
SAY NO PA518704 1991 WILLIAMS BROTHERS LEXICON/LEVARN/
PERCY'S TWINS MELVIN WILLIAMS GO
SEE YOU WHEN I GET
THERE (50%) PA462363 1990 ARMOR/FUTREL LEXICON/MORAL FUTREL GO
SEED (50) PA822 146 1997 R. G. JONES, JR./W. R. BELL, JR. SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
SHADES OF GRAY (50) PA822 155 1997 W. H. BAILEY, III/W. R. BELL, JR. SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
SHOW EACH OTHER LOVE (41.66) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY SPEC TWELVE
MUSIC/TIMES
20 PRESS/MOORE
ON MUSIC GO
SING IN THE FACE OF THE ENEMY NOT REC M MCKINNEY/C ROBINSON JOSTE PUB/
HEARTWING MUSIC ----------------------
SIREN SONG (50) PA822 147 1997 W. H. BAILEY, III SONIC CHAOS/
A-HA-HEE MUSIC ROCKETBOY CH
SKIN SHED(75) PA849084 1995 SCOTT ALBERT/TOMMY VICTOR SONIC CHAOS ARGYLE PARK CH
SLEEPY LAND (50) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY SPEC TWELVE
MUSIC/TIMES
20 PRESS GO
SO FAR ABOVE PA762250 1995 RON LARSON JOSTE PUB/
CHAMPION OF
LOVE MUSIC RON LARSON CH
SO GOOD TO KNOW (THE
SAVIOR) (50%) PA445246 1989 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
SOLID ROCK, THE (P.D.) PA784271 1996 DON HART JOSTE PUBLISHING
/CHAMPION OF
LOVE MUSIC GLAD CH
SOMEONE 2 LOVE(16.65) PENDING 1995 TRENT/MANDEVILLE/BUISSON SONIC CHAOS TAMMY TRENT CH
SOUL SONG (41.66) PENDING 1997 W. CHASE/S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY SPEC TWELVE
MUSIC/TIMES 20
PRESS/MOORE
ON MUSIC GO
SPEND SOME TIME (25%) PA543328 1991 STEWART/JONES LEXICON/STEWART/
PARAGON STEWART PARKES GO
START ALL OVER (25%) PA543329 1991 STEWART/JONES LEXICON/STEWART/
PARAGON STEWART PARKES GO
STONE LOVE PA767560 1995 BRENT JONES JOSTE PUB/
SANG BOY MUSIC LOS ANGELES MASS CHOIR GO
STORMS KEEP COMING PA736394 1994 DAVID FRAIZER JOSTE PUB/LI'L
DAVE'S MUSIC/
GOD'S MUSIC DONALD MALLOY GO
STRANGE LAND, HOW CAN WE
SING (50%) PA370976 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
SWEET HOUR OF PRAYER
(GC PD) (50%) PA375297 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
TAKE ME HIGHER (25%) PA543326 1991 STEWART/JONES/WRIGHT LEXICON/STEWART/
WRIGHT/PARAGON PARKES STEWART GO
TAKE UP YOUR CROSS PA736395 1994 DAVID FRAIZER JOSTE PUB/LI'L
DAVE'S MUSIC/
GOD'S MUSIC DONALD MALLOY GO
TAKE UP YOUR CROSS (50%) PA399043 1988 TONY WILKINS LEXICON/MORAL LOS ANGELES MASS CHOIR GO
TAKE YOUR BURDENS (TO
THE LORD) PA445244 1989 STEWART/WRIGHT LEXICON/WRIGHT/
STEWART COMMISSIONED GO
TEAR YOUR KINGDOM DOWN (PD) PA572406 1992 HOWARD/GOSSETT LEXICON/
SONG OF TRIUMPH PATTIE HOWARD GO
TELL IT LIKE IT IS PA784266 1996 RON LARSON JOSTE PUBLISHING
/CHAMPION OF
LOVE MUSIC GLAD GO
THAT'S WHAT YOU'VE DONE
FOR ME PA518646 1990 DARYL COLEY LEXICON/
COLEY'S PEN DARYL COLEY GO
THAT'S WHY I SING PA736427 1994 JACKSON/GILLMAN JOSTE PUB/NJMJ
MUSIC/DAVAH/
GILLMAN BEAU WILLIAMS GO
THE GOOD LIFE PA572411 1992 HOWARD/GOSSETT LEXICON/
SONG OF TRIUMPH PATTIE HOWARD GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
THE LORD IS HOLY (BLESS YE
THE LORD) PA399044 1989 WILKINS/TAYLOR LEXICON/MORAL LOS ANGELES MASS CHOIR GO
THE LORD'S NAME IS TO
BE PRAISED PA518645 1990 DARYL COLEY LEXICON/COLEY'S PEN DARYL COLEY GO
THE VISION PA572405 1992 PATTIE HOWARD LEXICON/SONG OF TRIUMPH PATTIE HOWARD GO
THERE IS A FOUNTAIN FILLED
(PD) (50%) PA373163 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
THERE'S NO EXCUSE (50%) PA466812 1990 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
THERE'S NO FRIEND LIKE HIM PA640081 1993 DOUGLAS MILLER JOSTE PUB/MILJO MUSIC DOUGLAS MILLER GO
TO EACH HIS OWN (50%) PA543324 1991 STEWART/WRIGHT LEXICON/STEWART/WRIGHT PARKES STEWART GO
TRUE LOVE (25%) PA543327 1991 STEWART/JONES LEXICON/STEWART/PARAGON PARKES STEWART GO
TRY LOVE AGAIN PA572410 1992 ALAN GLASS LEXICON MUSIC/BMG PATTIE HOWARD GO
USE ME PA572408 1992 HOWARD/LANIER LEXICON/SONG OF TRIUMPH PATTIE HOWARD GO
USE ME PA736324 1994 MOODY/JACKSON JOSTE PUB/MOODEASY MUSIC CARLIS MOODY, JR. GO
WAITING TO HEAR FROM
YOU (50%) PA445247 1989 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
WASH (41.66) PENDING 1997 W. CHASE/
S. ALKIRE/C. LAURENTS/
D. MIDDLETON/M. MCNEELY PEC TWELVE MUSIC/TIMES 20
PRESS/MOORE ON MUSIC GO
WATCH THEM DOGS PA518702 1991 WILLIAMS BROTHERS LEXICON/LEVARN MELVIN WILLIAMS GO
WE GATHER TOGETHER (P.D.) PA784264 1996 DON HART JOSTE PUB/CHAMPION OF
LOVE MUSIC GLAD CH
WE'LL UNDERSTAND IT BETTER
BY & BY (PD) (50%) PA373162 1988 LAYTHAN ARMOR LEXICON/MORAL VOICES OF LIGHT GO
WHAT A FELLOWSHIP (PD) PA573748 1992 WILKINS/TAYLOR/ARMOR LEXICON/SHAWN RAI ETC LOS ANGELES MASS CHOIR GO
WHAT WILL YOU SAY? PA370985 1988 FRED HAMMOND LEXICON/PARAGON COMMISSIONED GO
WHAT WOULD YOU DO (50%) PA462366 1990 ARMOR/FUTREL LEXICON/MORAL FUTREL GO
WHEN JESUS SINGS (50%) PA370986 1988 FRED HAMMOND LEXICON/PARAGON COMMISSIONED GO
WHERE THERE IS HOPE PENDING 1995 RON LARSON JOSTE PUB/CHAMPION OF
LOVE MUSIC RON LARSON CH
WILL YOU BE READY (50%) PA445240 1989 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
WISHING WELL (50) PA822 152 1997 W. R. BELL, JR. SONIC CHAOS/A-HA-HEE MUSIC ROCKETBOY CH
WORTH THE WAIT (50%) PA462365 1990 ARMOR/FUTREL LEXICON/MORAL FUTREL GO
WORTHY IS THE LAMB PA730460 1994 ADRIAN B. KING JOSTE PUB/A NEW
REVELATION PUB CHICAGO MASS CHOIR GO
YOU BLESSED ME STILL PA809463 1991 WILLIAMS BROTHERS LEXICON/MELENDO MELVIN WILLIAMS GO
YOU BROUGHT ME OUT PA451680 1989 TAYLOR/LEWIS LEXICON/MORAL LOS ANGELES MASS CHOIR GO
YOU CAME FOR ME PA883692 1998 PAMELA DAVIS JOSTE/THE MUSIC IN ME GMWA GO
YOU CAN DEPEND ON JESUS PA370978 1988 STEWART/BRICE LEXICON/WENDY STEWART COMMISSIONED GO
YOU KEEP ON BLESSING ME (50%) PA370975 1988 MICHAEL BROOKS LEXICON/PARAGON COMMISSIONED GO
YOU MUST LIVE WHAT YOU
SING ABOUT PA767557 1995 TAYLOR/JONES JOSTE PUB/2 G'S
& a J MUSIC LOS ANGELES MASS CHOIR GO
JUSTMIKE MUSIC (BMI)
Owned
ALL MEN 1997 DARREN BAIN/
JEFFREY BARNES RAPPEL MUSIC UB
ANYWAY, I THINK IT'S OVER PENDING 1991 NINA LLOPIS JAMBOX NINA CH
AS LOVE WOULD 1997 JI LIM RAPPEL MUSIC UB
BABY WANT BABA 1997 ALBERT CABRERA RAPPEL MUSIC UB
BAKIN' A CAKE PA887961 1997 DURALUX JAMBOX DURALUXE CH
BASS 1997 DARREN RUDNICK RAPPEL MUSIC UB
BASS ALERT 1997 DARREN RUDNICK RAPPEL MUSIC UB
BASS BOUND 1997 ALBERT CABRERA RAPPEL MUSIC UB
BASS BREAK 1997 LAZARO CUNILL/
GABRIEL PEREZ RAPPEL MUSIC UB
BASS CHECK (MO BASS) 1997 RODNEY C. TERRY/
VAUGHN WILSON RAPPEL MUSIC UB
BASS CRIMES 1997 SAM HOLLANDER RAPPEL MUSIC UB
BASS DON'T STOP 1997 UB
BASS IT UP 1997 ALBERT CABRERA RAPPEL MUSIC UB
BASSED UPON A FEELING 1997 ALBERT CABRERA RAPPEL MUSIC UB
BASSES LOADED 1997 ALBERT CABRERA RAPPEL MUSIC UB
BASSIN ALL NIGHT 1997 GOLDFINGER RAPPEL MUSIC UB
BEEN MIGHTY GOOD PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BEST FRIEND 861278 1997 LEFT OUT JAMBOX LEFT OUT CH
BHAM BHAM 1997 RODNEY CEDRIC TERRY/VAUGHN WILSON RAPPEL MUSIC UB
BLEACH PA887960 1997 DURALUX JAMBOX DURALUXE CH
BLESSED BE THE NAME 1997 JAMES HALL RAPPEL MUSIC GO
BOB-A-LOO 1997 RODNEY CEDRIC TERRY/VAUGHN WILSON RAPPEL MUSIC UB
BONUS BEATS 1997 RODNEY CEDRIC TERRY/VAUGHN WILSON RAPPEL MUSIC UB
BOTTOM LINE 1997 ALBERT CABRERA RAPPEL MUSIC UB
BOUNCE & ROLL 1997 ALBERT CABRERA RAPPEL MUSIC UB
BUMRUSH THE SOUND 1997 DARREN RUDNICK RAPPEL MUSIC UB
CAR CRASH 1997 DARREN RUDNICK/JEFFREY BARNES RAPPEL MUSIC UB
CAUGHT UP 1997 MELVIN CRISPELL RAPPEL MUSIC UB
CHEWING ON HATE PA836251 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
CLIQUE ROCK 861283 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
COME ON Y'ALL 1997 DARREN RUDNICK RAPPEL MUSIC UB
CONSTANT CRAVING PA840243 1997 ALBERT CABRERA/C. AYALA RAPPEL MUSIC UB
CRISSY RIDES FLUFFY PA887962 1997 DURALUX JAMBOX DURALUXE CH
DAUGHTER OF JERUSALEM PENDING 1991 NINA LLOPIS JAMBOX NINA CH
DEAD HORSE GRIN PA836245 1997 CHRIS COLBERT/NATHAN PELLEGRIN JAMBOX DURALUXE CH
DENA, DENA 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
DJ BEAT I - THE CHASE 1997 RODNEY C. TERRY RAPPEL MUSIC UB
DJ BEAT I I - BUMPIN'
STARROMG AFRIKA 1997 RODNEY C. TERRY/T. EATON RAPPEL MUSIC UB
DO LORD REMEMBER ME 1997 TOMMY E. BROWN, JR. RAPPEL MUSIC UB
DOUBLE A.K. COMEDY HOUR PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
DOUBLE FUNKY A.K. PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
DRIVE BY BASS 1997 SAM HOLLANDER RAPPEL MUSIC UB
DROP IT, BABY 1997 DARREN RUDNICK RAPPEL MUSIC UB
DROP TOP LUV 1997 SAM HOLLANDER RAPPEL MUSIC UB
DURA-LUX PA836250 1997 CHRIS COLBERT JAMBOX DURALUXE CH
EMERGENCY 2 PENDING 1991 NINA LLOPIS JAMBOX NINA CH
EMPIRE OF THE AIR 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
EVERYTHING WILL BE ALRIGHT PA646491 1993 ROBERT GULETTE JUSTMIKE MUSIC DONALD MALLOY GO
EXCUTIONER BEATS 1997 SAM HOLLANDER RAPPEL MUSIC UB
FAITHFUL 1997 CRAIG HANSEN/JI LIM RAPPEL MUSIC UB
FAST LIFE 1997 SAM HOLLANDER RAPPEL MUSIC UB
FEAR PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
FEED US 861285 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
FEEL IT 1997 ALBERT CABRERA RAPPEL MUSIC UB
FEEL THE BASS 1997 DARREN RUDNICK RAPPEL MUSIC UB
FOR THE CREW 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
FOR YOUR NAME IS TO BE PRAISED 1997 JAMES HALL RAPPEL MUSIC UB
FRANTIC 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
FREAK THAT FUNK 1997 ALBERT CABRERA RAPPEL MUSIC UB
FREAKS IN DA HOUSE 1997 WORK FOR HIRE RAPPEL MUSIC UB
FREESTYLE FANATIC 1997 ALBERT CABRERA RAPPEL MUSIC UB
FUNKY MUSIC 1997 ALBERT CABRERA RAPPEL MUSIC UB
FUTURE SHOOTER PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
G.O.L PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
GAVE IT ALL TO HIM 1997 JAMES HALL RAPPEL MUSIC UB
GEORGIA MEETS FLORIDA 1997 RODNEY CEDRIC TERRY/VAUGHN WILSON RAPPEL MUSIC UB
GERMINAL CINEMA PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
GET DOWN 1997 ALBERT CABRERA RAPPEL MUSIC UB
GET FUNKY 1997 DARREN RUDNICK RAPPEL MUSIC UB
GHOST 1997 RODNEY C. TERRY RAPPEL MUSIC UB
GHOSTOWN HAUNTED HOUSE 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
GHOSTOWN DJ STYLE 1997 RODNEY C. TERRY/G. POLK RAPPEL MUSIC UB
GHOSTOWN DJ STYLE III - S B D 1997 RODNEY C. TERRY/M. BROWN RAPPEL MUSIC UB
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GHOSTOWN ROCK 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
GHOSTOWN TRAIN 1997 RODNEY C. TERRY RAPPEL MUSIC UB
GOD IS IN CONTROL 1997 JAMES HALL RAPPEL MUSIC GO
GOD WANTS A YES PENDING 1998 JAMES HALL JUSTMIKE MUSIC JAMES HALL & WORSHIP & PRAISE GO
GOD WILL 1997 JAMES HALL RAPPEL MUSIC GO
GOD'S LOVE 1997 TAJ HARMON RAPPEL MUSIC UB
GOD'S LOVE PA603015 1993 BENJAMIN LOVE JUSTMIKE MUSIC HEAVEN SENT GO
GOD'S LOVE PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
GOT IT GOIN' ON 1997 ALBERT CABRERA RAPPEL MUSIC UB
GREAT DAY PA617386 1993 BILLY RIVERS JUSTMIKE MUSIC ANGELIC VOICES OF FAITH GO
GREAT IS OUR GOD PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
GREEN PARADISE STARRING 1997 RODNEY C. TERRY/M. BULLARD/ UB
2 KAOTIC H. BRAIDES/A. ROBINSON RAPPEL MUSIC
GREG STREET GHOSTOWN CHANT 1997 G. POLK RAPPEL MUSIC UB
HANDICAP SONG 861277 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
HAPPY ARE WE 1997 MELVIN CRISPELL RAPPEL MUSIC UB
HE FIRST LOVED ME PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
HE KNOWS (P.D. ARR) PA617383 1993 BILLY RIVERS JUSTMIKE MUSIC ANGELIC VOICES OF FAITH GO
HE REIGNS PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
HEAVEN 1997 JAMES HALL RAPPEL MUSIC GO
HERE COME THE BLACKHAWKS PAU1841419 1994 THOMAS/DAHL JUSTMIKE MUSIC AC
STEVE DAHL
HIGH SPEED 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
HIGHER 1997 JI LIM RAPPEL MUSIC GO
HOLD TO GOD'S UNCHANGING HAND PENDING 1998 JAMES HALL JUSTMIKE MUSIC JAMES HALL & WORSHIP & PRAISE GO
HOLD UP S.A. 1997 RODNEY CEDRIC TERRY RAPPEL MUSIC UB
HOW EXCELLENT PA883697 1998 TARYN MATHEWS JUSTMIKE MUSIC GMWA GO
HUSTLERS 1997 SAM HOLLANDER RAPPEL MUSIC UB
I REALLY DON'T LIKE IT PA836246 1997 MIKE HOLT/THE HUNTINGTONS JAMBOX THE HUNTINGTONS CH
I RELATE 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC GO
I REMEMBER 1997 JI LIM/DIANA BEACH RAPPEL MUSIC GO
I WANNA PUT IT TO YA 1997 ALBERT CABRERA RAPPEL MUSIC GO
I WILL GIVE THANKS PENDING 1998 KENNETH HENDERSON JUSTMIKE MUSIC GMWA GO
I WILL PRAISE THY NAME FOREVER 1997 DOUGLAS S. LEACOCK RAPPEL MUSIC GO
I'D LIKE TO SEE THE WAY
IT FITS PENDING 1991 NINA LLOPIS JAMBOX NINA CH
IF ONLY 1997 JI LIM RAPPEL MUSIC GO
I'LL GIVE MY ALL TO YOU (50%) PENDING 1995 TAYLOR/BOWERS JUSTMIKE MUSIC LOS ANGELES MASS CHOIR GO
I'M ON MY WAY PA646492 1993 J LAVALLEY JUSTMIKE MUSIC DONALD MALLOY GO
IN THE VOID 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC GO
INJECTO PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
INTERLUDE 1997 RODNEY CEDRIC TERRY/VAUGHN WILSON RAPPEL MUSIC UB
INTRO: ENTERING PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
INTRODUCING M.C. BARBARIAN 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
IRRELEVANT ELEPHANT 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
IT PAYS PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
I'VE COME TO PRAISE HIM 1997 MELVIN CRISPELL RAPPEL MUSIC GO
I'VE FOUND GOD PA572462 1992 HENRY McKENZIE DAVIS LIBRIS MUSIC WAR ON SIN GO
I'VE GOT THE JOY (PD ARR) PA584895 1992 WILLIAMS/BALL LIBRIS MUSIC BEAU WILLIAMS GO
I'VE GOT TO PRAISE HIM PENDING 1998 JAMES HALL JUSTMIKE MUSIC JAMES HALL & WORSHIP & PRAISE GO
J.I.S. PA836247 1997 ONE 21 JAMBOX ONE 21 CH
JESUS IS CALLING PA885996 1998 STEVEN FORD JUSTMIKE MUSIC DALLAS FORT WORTH MASS CHOIR GO
JESUS IS THE REASON 1997 TAJ HARMON RAPPEL MUSIC GO
JESUS LIVES PENDING 1998 JAMES HALL JUSTMIKE MUSIC JAMES HALL & WORSHIP & PRAISE GO
JOSIE 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
JUNGLE BOOGIE 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
JUST A LITTLE TALK WITH JESUS 1997 PRINCE YELDER RAPPEL MUSIC GO
JUST BOUNCE 2 THIS 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
KEEP IT REAL 1997 ALBERT CABRERA RAPPEL MUSIC UB
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
KEEP ME PA617387 1993 BILLY RIVERS JUSTMIKE MUSIC ANGELIC VOICES OF FAITH GO
KICK THAT SH-T 1997 WORK FOR HIRE RAPPEL MUSIC UB
KING OF GLORY 1997 JAMES HALL RAPPEL MUSIC GO
KISS THE PUPPET 1997 ALBERT CABRERA RAPPEL MUSIC UB
KOOL KOLLIE GROOVE 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
LEAVE THEM THERE 1997 JAMES HALL RAPPEL MUSIC GO
LEAVING PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
LET ME FLOW 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
LET THE BASS GO 1997 DARREN SMITH RAPPEL MUSIC UB
LISTEN UP, Y'ALL 1997 DARREN RUDNICK RAPPEL MUSIC UB
LO LO BEAT 1 PUFF 1997 RODNEY C. TERRY RAPPEL MUSIC UB
LOW RIDER 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
MAKE IT HAPPEN 861287 1997 BRYAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
MAKE ME WHOLE PA617384 1993 BILLY RIVERS JUSTMIKE MUSIC ANGELIC VOICES OF FAITH GO
MIAMI BOOM 1997 DARREN RUDNICK RAPPEL MUSIC UB
MIGHTY GOD 1997 JAMES HALL RAPPEL MUSIC UB
MIND GAME FUNK 1997 SAM HOLLANDER RAPPEL MUSIC UB
MIRROR IMAGE PENDING 1991 NINA LLOPIS JAMBOX NINA CH
MITCH 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
MORE MONEY PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
MRS. JONES 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
MY LOVE PA887964 1997 CHRIS COLBERT JAMBOX CHRIS COLBERT CH
MY WHO 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
N. O. BOUNCE STARRING
ABSTRACKT 1997 RODNEY C. TERRY RAPPEL MUSIC UB
NOBODY LIKE HIM 1997 MELVIN CRISPELL RAPPEL MUSIC GO
NOT EASY BEING ME PA887958 1997 DURALUX JAMBOX DURALUXE CH
ONE AND ONLY PA840244 1997 ALBERT CABRERA/JOEY KIDD RAPPEL MUSIC UB
ONLY LOVE PA840242 1997 ALBERT CABRERA/BRENDA STARR RAPPEL MUSIC UB
OOPS! 1997 LAZARO CUNILL/GABRIEL PEREZ RAPPEL MUSIC UB
OUTRO 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
P, THE 1997 RODNEY C. TERRY RAPPEL MUSIC UB
PARLAY PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
PAROLE BOOM 1997 SAM HOLLANDER RAPPEL MUSIC UB
PERFECT SECURITY PENDING 1997 JAMES HALL RAPPEL MUSIC JAMES HALL & WORSHIP & PRAISE GO
PRESSIN ON 1997 JAMES HALL RAPPEL MUSIC GO
PRIDE KILLS 861279 1997 BRYAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
PROUD OF ME 1997 DIANA BEACH/JI LIM RAPPEL MUSIC GO
PUMP ME UP 1997 DARREN RUDNICK RAPPEL MUSIC UB
QUAD FOR THE PO POS 1997 SAM HOLLANDER RAPPEL MUSIC UB
QUADISM BASS CLUB MIX 1997 RODNEY C. TERRY/J. SMITH/M. BROWN RAPPEL MUSIC UB
RAWNESS 1997 SAM HOLLANDER RAPPEL MUSIC UB
REAL 1997 JAMES HALL RAPPEL MUSIC GO
REALITY OF LOVE PENDING 1991 NINA LLOPIS JAMBOX NINA CH
REAP WHAT YOU SOW 1997 PEGGY M. BRITT RAPPEL MUSIC GO
REVOLUTION 1997 JI LIM RAPPEL MUSIC UB
RHYTHM, ROCKS, STOP 1997 ALBERT CABRERA RAPPEL MUSIC UB
RICH MAN NOT REC GENE SKALA JUSTMIKE MUSIC --------------- CR
RIDE THE RHYTHM PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
ROCK & ROLL 1997 ALBERT CABRERA RAPPEL MUSIC UB
ROCK THA BASS 1997 ALBERT CABRERA RAPPEL MUSIC UB
ROCK WIT ME 1997 ALBERT CABRERA RAPPEL MUSIC UB
ROLLIN' 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
SEPARATE YOURSELF PENDING 1991 NINA LLOPIS JAMBOX NINA CH
SHORTY! WHAT YO NAME IS? 1997 RODNEY C. TERRY/M. BROWN RAPPEL MUSIC UB
SHRIMPY BRINE PA887959 1997 DURALUX JAMBOX DURALUXE CH
SO GLAD HE CARES 1997 MELVIN CRISPELL RAPPEL MUSIC GO
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SOME OF DAT ROCK-N-ROLL 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
SOMEBODY'S SPOT PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
SON OF A GUN 1997 ALBERT CABRERA RAPPEL MUSIC UB
SOOKIE SOOKIE 1997 WORK FOR HIRE RAPPEL MUSIC UB
STANDING ON THE PROMISES 1997 JAMES HALL RAPPEL MUSIC GO
STEP PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
STILL IN LOVE WITH YOU 1997 WILLIAM BECTON RAPPEL MUSIC WILLIAM BECTON GO
STONE, THE 1997 ALBERT CABRERA RAPPEL MUSIC UB
STRAIGHT FROM DA QUIPTOWN 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
SUBSTANCE 861282 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
SUGAR PISTOL PA887965 1997 CHRIS COLBERT JAMBOX CHRIS COLBERT CH
TAKE NOT THY HOLY SPIRIT PENDING 1998 JAMES HALL JUSTMIKE MUSIC JAMES HALL & WORSHIP & PRAISE GO
TEMPLE OF BOOM 1997 ALLEN SMITH (GRIP) RAPPEL MUSIC UB
THA BUTTERFLY 1997 RAYMON N. JOHNSON/G.I./ RAPPEL MUSIC UB
RICHARD M. CARTER
THA BUTTERFLY (IN DA CLUB) 1997 RAYMON N. JOHNSON/G.I./ RAPPEL MUSIC UB
RICHARD M. CARTER
THAT KNOCK BASS CHECK 1997 RODNEY C. TERRY RAPPEL MUSIC UB
THAT'S THE KIND OF GOD
THAT I SERVE (PD ARR) PA584894 1992 WILLIAMS/BALL LIBRIS MUSIC BEAU WILLIAMS GO
THE NATION PA887875 1997 WILLIAM MURPHY III/ JUSTMIKE MUSIC MICHAEL BROOKS AND THE NATION GO
MAURICE WHITSETT
THE RULER PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
THIEVES 1997 SAM HOLLANDER RAPPEL MUSIC UB
TIM 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
TONIGHT 1997 JI LIM RAPPEL MUSIC GO
TRUST AND OBEY 1997 JAMES HALL RAPPEL MUSIC GO
TWIST STARRING MOJO 1997 RODNEY C. TERRY/E. LYONS RAPPEL MUSIC UB
TWO GIRLS AND A GUY PA836248 1997 BRIAN GREY JAMBOX LEFT OUT CH
UNDER SCRUTINY PENDING 1997 SITUATION TABOO JAMBOX SITUATION TABOO CH
VERBAL HOMICIDE 861280 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
VIBRATIONS 1997 ALBERT CABRERA RAPPEL MUSIC UB
WALLY 1997 RODNEY C. TERRY RAPPEL MUSIC UB
WANDERING WONDERFUL PA887963 1997 DURALUX JAMBOX DURALUXE CH
WE MUST BE BORN AGAIN (50%) PA681981 1994 M WHITSETT/D IVEY JUSTMIKE MUSIC ESTHER SMITH GO
WE NEED HIM 1997 JAMES HALL RAPPEL MUSIC UB
WE SHALL OVERCOME (P.D. ARR) PA617389 1993 BILLY RIVERS JUSTMIKE MUSIC ANGELIC VOICES OF FAITH GO
WHAT I WOULDN'T DO FOR YOU
IF I WERE YOU 861284 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
WHAT TIME IS THIS PA885995 1998 VIVIANE DUNCAN JUSTMIKE MUSIC DALLAS FORT WORTH MASS CHOIR GO
WHEN WE ARE TOGETHER 861281 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
WHEN YOU ASSUME 861286 1997 BRIAN GRAY/JAKE LANDRAU JAMBOX LEFT OUT CH
WHERE ARE YOU NOW PENDING 1991 NINA LLOPIS JAMBOX NINA CH
WHO RIDE 2 1997 RODNEY C. TERRYVAUGHN WILSON RAPPEL MUSIC UB
WHY DO WE DO PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
WITHOUT YOU WITH ME 1997 BRIAN SMITH/DIANA BEACH/JI LIM RAPPEL MUSIC UB
WON-TU IN EFFECT 1997 ALBERT CABRERA RAPPEL MUSIC UB
X-PLICIT GAMES 1997 SAM HOLLANDER RAPPEL MUSIC UB
YEA 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
YES PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
YES YES Y'ALL 1997 RODNEY C. TERRY/VAUGHN WILSON RAPPEL MUSIC UB
YOU COULD BE PENDING 1998 MIKE CITY JUSTMIKE MUSIC MIKE CITY AC
YOU HOLD YOUR HEART IN
YOUR HANDS PENDING 1991 NINA LLOPIS JAMBOX NINA CH
YOU'LL ALWAYS HAVE MY LOVE NOT REC LARRY KING JUSTMIKE MUSIC --------------- GO
YOUR BIGGEST FAN 1997 DARREN BAIN/JEFFREY BARNES RAPPEL MUSIC UB
YOU'RE SPECIAL TO ME PA836249 1997 GRESHAM/HOLBROOK/WEAVER JAMBOX JOE CHRISTMAS CH
Co-Owned
1 2 0 PENDING 1998 DAN WARREN/KEITH ROSENBERG JUSTMIKE MUSIC/ TRIP THEORY AC
DAN WARREN/
KEITH ROSENBERG
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
101 DREAMS PENDING 1998 DAN WARREN/
KEITH ROSENBERG JUSTMIKE MUSIC/DAN WARREN/
KEITH ROSENBERG TRIP THEORY AC
38TH STREET (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/
LONDON SNOW PUBLISHING UB
8 DAYZ' A TWEAK PENDING 1998 DAN WARREN/KEITH
ROSENBERG JUSTMIKE MUSIC/DAN WARREN/
KEITH ROSENBERG TRIP THEORY AC
A-BLAZING GRACE PA748007 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
ABOVE THE MOON (50) PENDING 1997 LONSDORF/FINK/
NORTON/WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE UB
ABUSADORA, PART II (50) PENDING 1997 LAZARO CUNILL/
GABRIEL PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
ALL HE WANTS IS PRAISE PA646634 1995 RALPH LOFTON JUSTMIKE MUSIC/RAPHTON
MUSIC CHRISTIANAIRES GO
ALL RIGHT PA523742 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
ALL THINGS ((55) PENDING 1998 TERRI CARROLL/
TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC/TERRI CARROLL MUSIC TERRI CARROLL GO
ALLELUJAH, PRAISE JEHOVAH PA722207 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
ALRIGHT PA759807 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
AMAZING PA379151 1988 SONG/HARRIS LIBRIS/KHARI KINGDOM GO
AMAZING PA788337 1996 CHRIS ANDERSON JUSTMIKE MUSIC/LILL C.A.K.M.
ANDERSONG KIM McFARLAND GO
AMPHIBIAN "NAKED GRASS (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
ANGELS PA646638 1995 CHARLES PORTER JUSTMIKE MUSIC/PORTACALL MUSIC CHRISTIANAIRES GO
ANOTHER DAY'S JOURNEY (50) 821721 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON MUSIC
PUBLISHING BRONX MASS CHOIR GO
ANYWAY YOU BLESS ME (P.D.
ARR) PA685645 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
ARE YOU LISTENING? (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
ARISE MY SOUL, ARISE (P.D.) PA784268 1996 BOB KAUFLIN JUSTMIKE MUSIC/AUX SEND MUSIC GLAD CH
AS ONE PA379155 1988 SONG/HARRIS LIBRIS/KHARI KINGDOM GO
ASK ANYTHING IN MY NAME PA685621 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
AT PEACE NOT REC 1994 KIM STRAUSS JUSTMIKE MUSIC/STRAUSS BROS. --------------- GO
AT THE GATE PA759806 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
AT THE RIVER PA646629 1995 PAUL PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC CHRISTIANAIRES GO
AWAY IN A MANGER (P.D. ARR.) PA774235 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
BACK 2 BASS X 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING UB
BACK WHERE YOU BELONG PA567381 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
BALLENOPERA (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
BE NOT WEARY PA811772 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN BERNARD RHONE GO
BEEN GONE TOO LONG (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE VINE GO
BEHIND EVERY DARK CLOUD PA815458 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/COTTRELL/COLLIER TOTALLY COMMITTED GO
BEHOLD, OUR GOD IS AMONG
US (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP WHITE
PUBLISHING GO
BETTER WAY PA663347 1995 MICHAEL DODSON JUSTMIKE MUSIC/OTIS STAR
PUBLISHING ANGELIC VOICES OF FAITH GO
BLACK & WHITE PA722037 1994 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/JOSTE/S-
MEISTER S. ALAN TAYLOR CR
BLACK DRESSES PA722326 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO MUSIC STEVE KOLANDER CR
BLESSED BE THE NAME PA801052 1996 DAVID A. BROCK JUSTMIKE MUSIC/DAVIDS
COLLECTIONS NU CITY MASS CHOIR GO
BLUE O'CLOCK PA784160 1996 HOOKER/KOLANDER JUSTMIKE MUSIC/BALOO PUB/GARY
MORRIS MUSIC STEVE KOLANDER CR
BODY PENDING 1998 MIKE CITY JUSTMIKE MUSIC/MIKE CITY MIKE CITY AC
BOOM ME FEATURING
JOHNETTE LACHELLE (50) PENDING 1997 ANTHONY JENKINS/
JOHNETTE LaCHELLE RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING GO
BOOM ME (50) PENDING 1997 ANTHONY JENKINS RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING GO
BOOM THE BASS (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING GO
BORN AGAIN (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/ANTHONY JAMIN
X-CLUSIVE PUBLISHING GO
BREAK YOU OFF PENDING 1998 MIKE CITY JUSTMIKE MUSIC/MIKE CITY MIKE CITY AC
BRING IT ON (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING GO
BROKEN VESSEL PA685620 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
BY MY WORD PA722209 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
CAN'T NOBODY DO ME LIKE
JESUS (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
CAN'T NOBODY DO ME LIKE
JESUS (P.D. ARR) PA685646 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
CAN'T SAY THANK YOU ENOUGH PA722210 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
CAN'T TAME YOUR LOVE PA722329 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO MUSIC STEVE KOLANDER CR
CAN'T UNDO WHAT'S BEEN
DONE (50%) PA722335 1994 KOLANDER/RICHIE JUSTMIKE/BALOO MUSIC/MIGHTY NICE
MUSIC STEVE KOLANDER CR
CAST YOUR CARES PENDING 1996 DESMOND PRINGLE JUSTMIKE MUSIC/DESMOND PRINGLE
MUSIC KIM McFARLAND GO
CATHY, WOMAN OF GOD (I'LL
SEE YOU IN GLORY) 821726 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON MUSIC
PUBLISHING BRONX MASS CHOIR GO
CAUGHT UP PA543337 1991 TIMOTHY McGHEE LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
CHANGED PA856741 1997 BRIAN K. COOK RAPPEL MUSIC/RIGHT STATE OF
MIND PUBLISHING IMANI GO
CHARCHARODON (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CHILD CRIMES (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
CHILLIN IN THE BASS
ZONE (50) PENDING 1997 ANTHONY JENKINS RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING UB
COME HOME PA539549 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
COME LET US WORSHIP PA539550 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
COME LET US WORSHIP HIM PA722076 1994 GREGG PEARSON JUSTMIKE MUSIC/GREGGIE G'S MUSIC GREATER EMMANUEL GO
CRACK THIS MOTHER (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
CROWN HIM PA811768 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN BERNARD RHONE GO
CROWN HIM WITH MANY
CROWNS (P.D.) PA784265 1996 BOB KAUFLIN JUSTMIKE MUSIC/AUX SEND MUSIC GLAD CH
DANCE (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
DANCE BABY (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR. GOLDTOUCH
MUSIC/CALIBRE 380 UB
DAY OF PRAISE, THE (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP WHITE
PUBLISHING UB
DEEP IN MY HEART PA642705 1993 ERIC SHARPER JUSTMIKE MUSIC/LIL' ERIC'S MUSIC CHRISTIANAIRES GO
DIDN'T I CARE? (55) PENDING 1998 TERRY GARMON/CYNTHIA
JERNIGAN JUSTMIKE MUSIC/DA PREACHER'S
MUSIC/CYNDICENTRIC PUBLISHING TERRI CARROLL GO
DIFFERENT EVERY TIME (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY BUCKLEW
PUBLISHING UB
DIGI-TEK (50) PENDING 1998 DAN WARREN/KEITH
ROSENBERG JUSTMIKE MUSIC/DAN WARREN/KEITH
ROSENBERG TRIP THEORY AC
DO IT UP (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING UB
DOER OF YOUR WORD PA784267 1996 BOB KAUFLIN JUSTMIKE MUSIC/AUX SEND MUSIC GLAD CH
DON'T BE AFRAID PA379153 1988 RAHNI SONG LIBRIS/KHARI KINGDOM GO
DON'T BE AFRAID TO DREAM PA762746 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
DON'T COMPLAIN ABOUT
YOUR PROBLEMS PA506614 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
DON'T GIVE UP (50) PA856734 1997 BRIAN K. COOK/ERIC
SMITH RAPPEL MUSIC/RIGHT STATE OF MIND
PUBLISHING IMANI GO
DON'T LEAVE ME PA642702 1993 PAUL PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC CHRISTIANAIRES GO
DON'T YOU GIVE UP PENDING 1998 JAMES HALL JUSTMIKE MUSIC/MIKE CITY JAMES HALL & WORSHIP &
PRAISE GO
DOPPLEGANGER (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
DROWNING MAN PA722331 1994 KOLAND/MURK/HALL/
MCDUFF JUSTMIKE MUSIC/MURKOLMAN/
GROOVEOLATOR/ROCK COUNTRY STEVE KOLANDER CR
DRUNK ON HER LOVE PA722043 1994 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/JOSTE/
S-MEISTER S. ALAN TAYLOR CR
EARTH EMERSED (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
EL PERRITO - ENGLISH
VERSION (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
EL PERRITO - LATIN
VERSION (50) PENDING 1997 LAZARO CUNILL RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
EVEN ME (PD) PA543341 1991 DAVID BROCK LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
EVERY DAY (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
EVERY SINGLE ONE PA760556 1995 BOB KAUFLIN JUSTMIKE MUSIC/ORGANON KEY MUSIC GLAD CH
EVERY TIME I FEEL THE
SPIRIT (P.D.) (50%) PA520772 1991 WILLIAMS/ARMOR LIBRIS/WILLIAMS/LEIGHARM BEAU WILLIAMS GO
EVERYBODY LET'S PRAISE
THE LORD PA543336 1991 PERCY GRAY LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
EVERYTHING'S GONNA
BE ALRIGHT PA836309 1997 P. PORTER/BROWN/T.
PORTER/CARTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC/RON'S ON PUB./PORTACALL
MUSIC/GAC PUBL. CHRISTIANAIRES GO
FAITH'S EYES PA788338 1996 ANDERSON/BATES JUSTMIKE MUSIC/LILL C.A.K.M.
ANDERSONG KIM McFARLAND GO
FALLING IN LOVE (50) PA856740 1997 BRIAN K. COOK/ERIC
SMITH RAPPEL MUSIC/RIGHT STATE OF
MIND PUBLISHING IMANI GO
FILL ME PA685612 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
FILL MY CUP PA646489 1993 PEPE EPTING JUSTMIKE MUSIC/PEPSKI'S MUSIC DONALD MALLOY GO
FOREVER DANCE PA738898 1993 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/JOSTE/
S-MEISTER S. ALAN TAYLOR CR
FOREVER MY LORD PA642085 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT MUSIC JOHN MADGETT GO
FORGIVE ME PA646637 1995 ERIC SHARPER JUSTMIKE MUSIC/LIL ERIC'S
PUBLISHING CHRISTIANAIRES GO
FREAK ME BABY (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/LONDON
SNOW PUBLISHING UB
FREAK THAT BOOTY (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR. GOLDTOUCH
MUSIC/TC & FLOYD UB
FROM THE INSIDE OUT PA506617 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
FULL MOON FEVER PA784163 1996 MAX D.BARNES/BUDDY
CANNON/STEVE KOLANDER JUSTMIKE/BALOO PUB/HARDSCRATCH/
WARNER-TAMERLANE PUB/MADISON
CREEK STEVE KOLANDER CR
FULL OF WONDER (50) PENDING 1997 JI LIM/JIMMY ABEGG RAPPEL MUSIC/JIMMY A MUSIC UB
FULLY COMMITTED PA379149 1988 RAHNI SONG LIBRIS/KHARI KINGDOM GO
GANGSTA WALK (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/LONDON
SNOW PUBLISHING UB
GENTLE REMINDER (50) PENDING 1997 WEMDY BUCKLEW RAPPEL MUSIC/WENDY BUCKLEW
PUBLISHING UB
GET IN THIS HOUSE PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING UB
GET ON UP PA642704 1993 G CARTER/R KENNY JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC CHRISTIANAIRES GO
GETTING READY PA663343 1995 PAUL REED JUSTMIKE MUSIC/DSBB MUSIC ANGELIC VOICES OF FAITH GO
GHETTO THANG (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/LONDON
SNOW PUBLISHING UB
GIFT OF YOU, THE PA617390 1993 KURT CLAYTON JUSTMIKE MUSIC/IVORY DREAMS
MUSIC ANGELIC VOICES OF FAITH GO
GIRLS IN DA BUCK (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING UB
</TABLE>
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<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GIVE HIM A CHANCE PA856511 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
GIVE IT TO GOD PA788331 1996 DARRYL WALKER JUSTMIKE MUSIC/WALKMAN MUSIC WALT WHITMAN GO
GIVING MY PROBLEMS TO YOU PA722182 1994 EPTING/WEATHERSPOON JUSTMIKE MUSIC/PEPSKI'S MUSIC KIM McFARLAND GO
GLAD I FOUND YOUR LOVE PA584896 1992 GIVENS/TURNER LIBRIS/BEAU/GIVENSGOOD/CHOC BEAU WILLIAMS GO
GLORIA (P.D. ARR.) PA774237 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
GLORIA (RAP VERSION) PA774231 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
GOD CAN MAKE IT BETTER PA646636 1995 GEORGE CARTER JUSTMIKE MUSIC/GAC PUBLISHING CHRISTIANAIRES GO
GOD CARES PA642698 1993 R BROWN/A BROWN JUSTMIKE MUSIC/RON ON PUBLISHING CHRISTIANAIRES GO
GOD HAS BEEN SO GOOD TO ME PA598751 1992 P. GRAY/J. GRAY LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
GOD IS ABLE PA801045 1996 BRYANT L. JONES, SR. JUSTMIKE MUSIC/NESOHC MUZIK NU CITY MASS CHOIR GO
GOD IS GETTING TIRED OF THIS NOT REC P RATLIFF/J ROSS JUSTMIKE MUSIC/AARON SHENA
PUBLISHING --------------- GO
GOD IS JUST A PRAYER AWAY NOT REC 1994 VICTOR JONES JUSTMIKE MUSIC/SENOJ PUB DONALD MALLOY GO
GOD IS ON HIS THRONE PA760553 1995 BOB KAUFLIN JUSTMIKE MUSIC/AUX SEND MUSIC GLAD CH
GOD IS REAL TO ME PA567404 1992 PERCY GRAY LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
GOD REST YE MERRY GENTLEMEN
(P.D. ARR) PA774229 1995 HAMPTON/ORTEGA JUSTMIKE MUSIC/SONSEARE MUSIC ALLEN & ALLEN GO
GOD WILL FIX IT PA788191 1996 REV. JOSEPH DAVIS JUSTMIKE MUSIC/RUN-DOWN MUSIC CHICAGO MASS CHOIR GO
GOD'S GIFT PENDING 1998 MIKE CITY JUSTMIKE MUSIC/MIKE CITY MIKE CITY AC
GOD'S GOT IT PA543315 1991 ISAIAH HEYWARD LIBRIS/BLACK & WHITE IVORY WANDA NERO BUTLER GO
GOD'S GOT THE POWER PA543339 1991 LAVELLE LACY LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
GOD'S LOVE PA788339 1996 KELVIN LENOX JUSTMIKE MUSIC/OXLEN PUBLISHING KIM McFARLAND GO
GOD'S SPEED PA784287 1996 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE MUSIC/
RUSSAX MUSIC ALLEN & ALLEN GO
GOD'S WAY (50) 821724 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON MUSIC
PUBLISHING BRONX MASS CHOIR GO
GOING DOWN PENDING 1998 MIKE CITY JUSTMIKE MUSIC/MIKE CITY MIKE CITY AC
GOING HOME TO LIVE WITH GOD PA730452 1994 BRYANT JONES SR JUSTMIKE MUSIC/NESOHC MUZIK CHICAGO MASS CHOIR GO
GOOD ANSWER (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY BUCKLEW
PUBLISHING GO
GOOD MORNING PA748004 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/RUSSAX ALLEN & ALLEN GO
GOODNESS AND MERCY PA617385 1993 LEROY HAMPTON JUSTMIKE MUSIC/SONSEARE MUSIC ANGELIC VOICES & D.
MALLOY GO
GREAT AND MARVELOUS PA543312 1991 JEREMIAH NERO LIBRIS/BLACK & WHITE IVORY WANDA NERO BUTLER GO
GREAT DAY PA788188 1996 PERCY GRAY, JR. JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
GREAT DAY PA801049 1996 JACKY JOSEPH JUSTMIKE MUSIC/JUST JACK MUSIC NU CITY MASS CHOIR GO
GREAT IS THY FAITHFULNESS PA821939 1997 VICKIE WINANS
(ARRANGEMENT ONLY) RAPPEL MUSIC/DESTINY JOY
PUBLISHING VICKIE WINANS GO
GREAT THINGS PA856515 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
GREATEST HONOR, THE (50) PENDING 1997 ALBERT CABRERA RAPPEL MUSIC/PHILLIP WHITE
PUBLISHING GO
GROWING UP PA788329 1996 CALVIN WATKINS JUSTMIKE MUSIC/J.B. WATKINS
MUSIC WALT WHITMAN GO
GUIDE MY FEET PENDING 1993 M WOOTEN/P GRAY JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
HALFWAY HOME (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY BUCKLEW
PUBLISHING GO
HAPPY IN MY SOUL PA760581 1995 HUBERT POWELL JUSTMIKE MUSIC/POWELL POWER
MUSIC HUBERT POWELL GO
HAVE A LITTLE FUN PENDING 1998 MIKE CITY JUSTMIKE MUSIC/MIKE CITY MIKE CITY AC
HAVE A TALK PA642080 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT MUSIC JOHN MADGETT GO
HAVE THINE OWN WAY PA543313 1991 ISAIAH HEYWARD LIBRIS/BLACK & WHITE IVORY PATTIE HOWARD GO
HAVE YOU TAKEN THE TIME PA801047 1996 KEVIN HARRIS JUSTMIKE MUSIC/NESOHC MUZIK NU CITY MASS CHOIR GO
HAVE YOUR WAY IN ME PENDING 1993 KENNETH CAMPBELL JUSTMIKE MUSIC/KENRAY MUSIC CHICAGO MASS CHOIR GO
HE ANSWERS PRAYERS PENDING 1993 J GRAY/P GRAY JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
HE ANSWERS PRAYERS PA801051 1996 MICHAEL STOKES JUSTMIKE MUSIC/MICHAEL D. STOKES
MUSIC NU CITY MASS CHOIR GO
HE CAN PA685616 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HE IS ALIVE (50) PA856737 1997 CRAIG JOHNSON/MARK
MABSON RAPPEL MUSIC/RIGHT STATE OF MIND
PUBLISHING IMANI GO
HE IS MINE PA567405 1992 MARK TAYLOR LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
HE RESTORETH MY SOUL PENDING 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING KIM McFARLAND GO
HE SHALL HEAR MY VOICE PA506619 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
HE WILL COME THROUGH PA811770 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN BERNARD RHONE GO
HE WILL MAKE A WAY PA856512 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HEART OF MY SOUL PA539548 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
HEAVEN (50) PENDING 1998 DAN WARREN/KEITH
ROSENBERG JUSTMIKE MUSIC/DAN WARREN/KEITH
ROSENBERG TRIP THEORY AC
HEAVEN IS WAITING NOT REC V JONES/P SMITH JUSTMIKE MUSIC/SENJO MUSIC --------------- GO
HE'LL BE RIGHT THERE PA642701 1993 P PORTER/E SHARPER JUSTMIKE MUSIC/LUAP RETROP'S/
LIL' ERIC'S MUSIC CHRISTIANAIRES GO
HE'LL BE STANDING THERE
FOR YOU PA646494 1993 O ROBINSON/M CHARLES JUSTMIKE MUSIC/DUSTIN ROBB MUSIC DONALD MALLOY GO
</TABLE>
<PAGE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
HE'LL BRING YOU OUT PA663350 1995 DARREN LUELLEN JUSTMIKE MUSIC/DARREN LUELLEN
PUBLISHING ANGELIC VOICES OF FAITH GO
HE'LL MAKE A WAY PA642700 1993 PAUL PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC CHRISTIANAIRES GO
HE'LL NEVER FAIL PENDING 1993 ARMIRRIS PALMORE JUSTMIKE MUSIC/JIMMIRIS MUSIC CHICAGO MASS CHOIR GO
HE'S ALL THAT PA759799 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HE'S ALRIGHT PA788195 1996 MICHAEL GODFREY JUSTMIKE MUSIC/GRAY BOY MUSIC CHICAGO MASS CHOIR GO
HE'S BEEN GOOD PA685618 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HE'S COMING BACK PA567410 1992 ROSE HARPER LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
HE'S GOOD TO ME NOT REC 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING LOS ANGELES MASS CHOIR GO
HE'S MY EVERYTHING PA788193 1996 GRAY, SR./GRAY, JR. JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
HE'S THE LOVER OF MY SOUL PA543340 1991 ABE COOK LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
HE'S THE SAME PA856518 1997 CHISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HE'S THE WAY PA685619 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HE'S THERE FOR YA' (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
HE'S WAITING PA736399 1994 JOE FORBES JUSTMIKE MUSIC/TOTAL PRAISE
MUSIC DONALD MALLOY GO
HIGH PLACES PA681983 1994 W DUNCAN/R BROWN JUSTMIKE MUSIC/BRO-DUNCA MUSIC ESTHER SMITH & H. POWELL GO
HIGHER PA379148 1988 RAHNI SONG LIBRIS/KHARI KINGDOM GO
HIGHER PA784289 1996 HAMPTON/BUCKNER JUSTMIKE MUSIC/BRU-NITE/RUSSAX/
SONSEARE MUSIC ALLEN & ALLEN GO
HIS NAME PA722206 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
HOLD ON PA788335 1996 CHRIS ANDERSON JUSTMIKE MUSIC/LILL C.A.K.M.
ANDERSONG KIM McFARLAND GO
HOLD ON (DON'T GIVE UP) PA788187 1996 PERCY GRAY, JR. JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
HOLD ON...TO THE PROMISE PA736393 1994 ROBERT GULLETTE JUSTMIKE MUSIC/ROBGU MUSIC DONALD MALLOY GO
HOLD OUT (50) 821725 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON MUSIC
PUBLISHING BRONX MASS CHOIR GO
HOLY CITY, THE PA730456 1994 ERIC THOMAS JUSTMIKE MUSIC/ERIC THOMAS
PUBLISHING CHICAGO MASS CHOIR GO
HOLY GHOST POWER PA856513 1997 JONATHAN DUBOSE, JR./
CHRISTOPHER L. GRAY JUSTMIKE MUSIC/JOBO PUBL. CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HOLY MEDLEY: HOLY, HOLY,
HOLY; GREAT IS THY
FAITHFULNESS PA784290 1996 arr. ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE MUSIC/
RUSSAX MUSIC ALLEN & ALLEN GO
HOLY SPIRIT (50) 821723 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON MUSIC
PUBLISHING BRONX MASS CHOIR GO
HOLY, HOLY, HOLY (PD) PA539551 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
HOME PA856509 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HOOK IN ME PA836305 1997 PAHRIS EVANS, JR./PAUL
PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC/PHARO'S MUSIC/PHARIS CHRISTIANAIRES GO
JR'S PUBL.
HOT N WET (33.3) PENDING 1997 RAYMON N. JOHNSON/ RAPPEL MUSIC/BREIA MUSIC/LONDON
RICHARD M. CARTER/ SNOW PUBLISHING GO
DERON BELL, SR.
HOW EXCELLENT PA788332 1996 REV. WENDELL H. LOWE JUSTMIKE MUSIC/LOWEBOYS MUSIC WALT WHITMAN GO
HOW I GOT OVER PA856510 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
HOW YA LIVIN' (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN X-CLUSIVE
PUBLISHING GO
HOW YA'LL FEEL OUT
THERE (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY ROEBUCK MARINER AC
HUNT, THE (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING GO
I AM PERSUADED (50) PA856735 1997 KERWIN MANNING RAPPEL MUSIC/RIGHT STATE OF MIND
PUBLISHING IMANI GO
I AM PRAYING FOR YOU PA567385 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
I AM WITNESS PA520776 1988 BEAU WILLAMS LIBRIS/WILLIAMS BEAU WILLAMS GO
I CALL ON JESUS PA853383 1997 JERAL GRAY/PERCY GRAY JUSTMIKE MUSIC/SAVED CHILDREN'S
MUSIC CHICAGO MASS CHOIR GO
I CAN FEEL HIS SPIRIT PA567411 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
I CAN GO TO THE ROCK PA567407 1992 PERCY GRAY LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
I COME TO PRAISE HIS NAME PA801044 1996 BRYANT L. JONES, SR. JUSTMIKE MUSIC/NESOHC MUZIK NU CITY MASS CHOIR GO
I FOUND JESUS PA853384 1997 WILLIAM R. HAMILTON JUSTMIKE MUSIC/WILHAM MUSIC CHICAGO MASS CHOIR GO
I HEARD THE VOICE (50) PA885998 1998 LEO "BUBBA" TAYLOR/
STEVEN FORD JUSTMIKE MUSIC/LE-TAY PUBLISHING DALLAS FORT WORTH MASS
CHOIR GO
I JUST CAN'T GO ON PA836308 1997 PHARIS EVANS, JR./PAUL
PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC/PHARO'S MUSIC/PHARIS
JR'S PUBL. CHRISTIANAIRES GO
I KNOW THE FEELING (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY BUCKLEW
PUBLISHING GO
I LIVE BY THE WORD PENDING 1994 ALVIN DARLING JUSTMIKE MUSIC/APCS PUB DONALD MALLOY GO
I LOVE YOU PA759800 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
I REALLY LOVE YOU PA762742 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
I REMEMBER WHEN (50) PENDING 1997 TYRONE HEMPHILL/VICKIE
WINANS RAPPEL MUSIC/DESTINY JOY
PUBLISHING GO
I SAW HIM ON THE
MOUNTAIN (50) PENDING 1997 PHILLIP WHITE/DAVID RAPPEL/J. MEADOWS PUB./
MEADOWS/JANICE D. MEADOWS PUB./P. WHITE PUBL. GO
MEADOWS
I SAY YES PA722212 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
I SHALL WEAR A CROWN
(P.D. ARR) PA685643 1994 ALLEN/WIGGINS/TANKARD JUSTMIKE MUSIC/BRU-NITE/RUSSAX/
BENOTE ALLEN & ALLEN GO
I SURRENDER ALL PA663342 1995 KURT CLAYTON JUSTMIKE MUSIC/IVORY DREAMS
MUSIC ANGELIC VOICES OF FAITH GO
I SURRENDER ALL (50) PA856733 1997 KERWIN MANNING RAPPEL MUSIC/RIGHT STATE OF
MIND PUBLISHING IMANI GO
I THANK GOD PA591354 1992 CHRIS GRAY LIBRIS/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
</TABLE>
<PAGE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
I WANT TO BE MORE LIKE JESUS PA641847 1993 HARRIS/GRAY JUSTMIKE MUSIC/JAMES N. HARRIS
MUSIC CHICAGO MASS CHOIR GO
I WANT TO BE TOUCHED PAU1949616 1995 ALEX GOODWIN JUSTMIKE MUSIC/QUE PSI
PUBLISHING ANGELIC VOICES OF FAITH GO
I WANT TO KNOW LOVE PA722038 1993 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/JOSTE/
S-MEISTER S. ALAN TAYLOR CR
I WANT TO THANK YOU PENDING 1993 BRYANT JONES, SR JUSTMIKE MUSIC/NESOHC MUZIK CHICAGO MASS CHOIR GO
I WANT TO WALK LIKE
JESUS (50%) PA520773 1990 WILLIAMS/ARMOR LIBRIS/WILLIAMS/LEIGHARM BEAU WILLIAMS GO
I WANT YOU (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS
PUBLISHING UB
I WILL BE ALRIGHT PA506622 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
I WILL REJOICE (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP WHITE
PUBLISHING GO
I WILL TRUST IN THE LORD
(P.D. ARR.) PA762745 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
I WORSHIP PA856514 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
I'D RATHER HAVE JESUS (55) PA885991 1998 JIMMY WYATT JUSTMIKE MUSIC/JIMMY'S JAMS DALLAS FORT WORTH MASS
CHOIR GO
IF YOU BELIEVE (50) PA865089 1997 VICKIE WINANS RAPPEL MUSIC/DESTINY JOY
PUBLISHING VICKIE WINANS GO
IF YOU GOT A GUN (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE VINE GO
IF YOU ONLY KNEW PA760583 1995 H DOOBIE POWELL JUSTMIKE MUSIC/POWELL POWER
MUSIC HUBERT POWELL GO
I'LL GO PA736431 1994 WILLIAMS/BALL JUSTMIKE/BEAU WILLIAMS PUB/
BROBALL PUB BEAU WILLIAMS GO
I'LL GO PA836239 1997 RICHARD GIBBS/KEVIN
YANCY JUSTMIKE MUSIC/GIBBSONG NAT'L BAPTIST MASS CHOIR GO
I'LL GO (P.D. ARR) PA736431 1994 WILLIAMS/BALL JUSTMIKE MUSIC/BEAU WILLIAMS PUB BEAU WILLIAMS GO
I'M A WINNER PA722211 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
I'M BLESSED PENDING 1997 DARRYL WALKER JUSTMIKE MUSIC/WALKMAN MUSIC NAT'L BAPTIST MASS CHOIR GO
I'M BLESSED (50) PA856738 1997 TERRANCE COOK RAPPEL MUSIC/RIGHT STATE OF
MIND PUBLISHING IMANI GO
I'M GLAD I'M SAVED PA646633 1995 RALPH LOFTON JUSTMIKE MUSIC/RAPHTON MUSIC CHRISTIANAIRES GO
I'M GOING HOME PA598755 1992 PERCY GRAY LIBRIS/BLACK & WHITE IVORY COMMISSIONED GO
I'M GOING TO PRAISE THE LORD PA642699 1993 TYRONE PORTER JUSTMIKE MUSIC/PORTACALL MUSIC CHRISTIANAIRES & M.
CLAYTON GO
I'M IN LOVE PA685647 1994 BRUCE ALLEN JUSTMIKE MUSIC/BRU-NITE ALLEN & ALLEN GO
I'M NOT ASHAMED PA539547 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
I'M SAVED PA506620 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
I'M SO GRATEFUL PA730454 1994 BRYANT JONES SR JUSTMIKE MUSIC/NESOHC MUZIK CHICAGO MASS CHOIR GO
I'M WAITING PA567384 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
I'M WORKING FOR THE MASTER PA730455 1994 REV BILLY JONES JUSTMIKE MUSIC/NESOHC MUZIK CHICAGO MASS CHOIR GO
IN HIS HANDS PA836311 1997 PHARIS EVANS, JR./PAUL
PORTER JUSTMIKE MUSIC/LUAP RETROP'S
MUSIC/PHARO'S MUSIC/PHARIS
JR'S PUBL. CHRISTIANAIRES GO
IN JESUS' NAME PA506615 1990 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
IN OUR HEARTS PA642082 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT MUSIC JOHN MADGETT GO
IN THE MIDNIGHT HOUR PA567387 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
IN THIS PLACE PA722208 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
IN YOUR PRESENCE PA762743 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
INSTRUMENT OF PRAISE PA788328 1996 EDDIE HOWARD, JR. JUSTMIKE MUSIC/EDDIE HOWARD
MUSIC WALT WHITMAN GO
IS IT REAL LOVE (50) PENDING 1998 KEITH ROSENBERG JUSTMIKE MUSIC/KEITH ROSENBERG DAUBY AC
IT IS WELL WITH MY
SOUL (PD) (50%) PA520771 1992 WILLIAMS/ARMOR LIBRIS/WILLIAMS/LEIGHARM BEAU WILLIAMS GO
IT'S A GOOD THING PA567386 1990 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
IT'S GOOD TO GIVE THANKS PA762740 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN RHONE
PUBLISHING CALVIN RHONE GO
IT'S JUST NOT ENOUGH PA646490 1993 KELVIN LENNOX JUSTMIKE MUSIC/OXLEN MUSIC DONALD MALLOY GO
IT'S REAL (P.D. - ARR.) PAu2129130 1996 DAVID BROCK JUSTMIKE MUSIC/DAVID'S
COLLECTIONS CHICAGO MASS CHOIR GO
IT'S TIME FOR THE ANOINTING PA685617 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
ITZNT2FNKI (INTRO) (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
ITZNT2FNKI (OUTRO) (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA PREACHER'S
MUSIC TERRI CARROLL GO
I'VE BEEN BORN AGAIN PA730457 1994 ERIC THOMAS JUSTMIKE MUSIC/ERIC THOMAS
PUBLISHING CHICAGO MASS CHOIR GO
I'VE BEEN CHANGED PA853385 1997 JOEY WOOLFALK JUSTMIKE MUSIC/FALKSTER MUSIC CHICAGO MASS CHOIR GO
I'VE GOT TO PRAISE HIM (50) PA856732 1997 MARK WILLIAMS RAPPEL MUSIC/RIGHT STATE OF
MIND PUBLISHING IMANI GO
I'VE LEARNED TO TRUST PA567383 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE IVORY ARVIS STRICKLING-JONES GO
JAM NITTY GRITTY (50) PENDING 1998 DAN WARREN/KEITH
ROSENBERG JUSTMIKE MUSIC/DAN WARREN/KEITH
ROSENBERG TRIP THEORY AC
JESUS I LOVE YOU PA885994 1998 JIMMY WYATT JUSTMIKE MUSIC/JIMMY'S JAMS DALLAS FORT WORTH MASS
CHOIR GO
JESUS IS ALL I NEED (50) PENDING 1997 JAMES POYSER RAPPEL MUSIC/JAJAPO MUSIC GO
JESUS IS CALLING PA646631 1995 TYRONE PORTER JUSTMIKE MUSIC/PORTACALL MUSIC CHRISTIANAIRES GO
JESUS IS COMING PA591356 1992 GRAY/HILL LIBRIS/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
JESUS IS LORD PA598749 1992 KENNETH CAMPBELL LIBRIS/BLACK & WHITE IVORY CHICAGO MASS CHOIR GO
JESUS IS THE ONE PA788336 1996 ANDERSON/DRAIN JUSTMIKE MUSIC/LILL C.A.K.M.
ANDERSONG KIM McFARLAND GO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JESUS IS WHY I AIN'T GOT
THE BLUES PA642081 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT
MUSIC JOHN MADGETT GO
JESUS LOVES ME (P.D. ARR.) PA760584 1995 HUBERT POWELL JUSTMIKE MUSIC/POWELL
POWER MUSIC HUBERT POWELL GO
JESUS NEVER FAILS PA759803 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
JESUS THAT'S MY KING (P.D.) PA788340 1996 KIM MCFARLAND JUSTMIKE MUSIC/LILL
C.A.K.M. ANDERSONG KIM MCFARLAND GO
JESUS UNDERSTANDS PA543314 1991 BUTLER/SEALS LIBRIS/BLACK & WHITE
IVORY WANDA NERO BUTLER GO
JESUS WILL FIX IT PA685613 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
JESUS WITH ME PA836307 1997 PHARIS EVANS, JR. JUSTMIKE MUSIC/PHARO'S
MUSIC/PHARIS JR.'S
PUBL. CHRISTIANAIRES GO
JESUS, HE'S MY WAY MAKER PA801046 1996 MICHAEL STOKES JUSTMIKE MUSIC/MICHAEL
D. STOKES MUSIC NU CITY MASS CHOIR GO
JESUS, I LOVE YOU PA591357 1992 GRAY/GRAY LIBRIS/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
JESUS, I LOVE YOU SO PA584893 1992 MONTY JACKSON LIBRIS/BEAU WILLIAMS/
MIGHTY BEAU WILLIAMS GO
JOY WILL COME PA811765 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
JOZETTA (50) PENDING 1997 LONSDORF/FINK/
NORTON/WELSH/
DAWSON RAPPEL MUSIC/WINE ON THE VINE UB
J'S REVENGE (50) PENDING 1997 ANTHONY JENKINS RAPPEL MUSIC/ANTHONY JENKINS PUBLISHING UB
JUICY BOOTY (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY JENKINS PUBLISHING UB
JUST A MOMENT PA584892 1992 BEAU WILLIAMS LIBRIS/BEAU WILLIAMS
MUSIC BEAU WILLIAMS GO
JUST ANOTHER DAY PA722205 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
JUST AS SOON AS I GET THERE PA598756 1992 PERCY GRAY LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
JUST HOW GOOD HE'S BEEN PA730459 1994 BRENDA J MOORE JUSTMIKE MUSIC/BALUTIKS
MUSIC CHICAGO MASS CHOIR GO
JUST WHEN I NEEDED HIM
MOST (PD ARR) PA543318 1991 VICTOR BEAUCHAMP LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
JUSTICE FOR ALL PA760555 1995 LARSON/KAUFLIN JUSTMIKE MUSIC/AUX SEND
MUSIC (SEE JOSTE) GLAD CH
KEEP LISTENING (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA
PREACHER'S MUSIC TERRI CARROLL GO
KEEP LOVE ALIVE PA603014 1992 R GIBBS/T DYSON JUSTMIKE MUSIC/
GIBBSONGS/LITTLE TONY
MUSIC ANGELIC VOICES OF FAITH GO
KEEP ON PRESSING PA726848 1994 ANDERSON/HUFF JUSTMIKE MUSIC/SCA/LILL
CA KM ANDERSONG KIM McFARLAND GO
KEEP PRESSIN' ON PA760585 1995 H DOOBIE POWELL JUSTMIKE MUSIC/POWELL
POWER MUSIC HUBERT POWELL GO
KING'S KIDS PA379152 1988 RAHNI SONG LIBRIS/KHARI KINGDOM GO
LAID LOW (55) PENDING 1998 TERRI CARROLL/
TERRY GARMON JUSTMIKE MUSIC/DA
PREACHER'S MUSIC/TERRI
CARROLL MUSIC TERRI CARROLL GO
LAS MUJERES (50) PENDING 1998 TITO PUENTE, JR/
CALI ALENAN/
KEITH ROSENBERG JUSTMIKE MUSIC/TITO
PUENTE, JR/KEITH
ROSENBERG TITO PUENTE, JR AC
LATOSHA (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
LAY IT TO REST PA784286 1996 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE
MUSIC/RUSSAX MUSIC ALLEN & ALLEN GO
LEANING ON YOU PA811769 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
LET GOD DO IT PA788192 1996 BRENDA MOORE JUSTMIKE MUSIC/BALUTIK'S
MUSIC CHICAGO MASS CHOIR GO
LET IT OFF (50) PENDING 1997 ANTHONY JENKINS/
T. MORGAN RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
LET IT SHINE PA853386 1997 GREGORY BOOTH JUSTMIKE MUSIC/G SHARP
SCALES CHICAGO MASS CHOIR GO
LET THE PEOPLE PRAISE THEE PA567380 1992 ARVIS STRICKLING-
JONES LIBRIS/BLACK & WHITE
IVORY ARVIS STRICKLING-JONES GO
LET'S DANCE PA784165 1996 WEATHERLY/
KOLANDER JUSTMIKE MUSIC/BALOO
PUB/BRIGHT LEAF MUSIC/ STEVE KOLANDER CR
- -------------------------- --------- ---- --------------------- CHARLIE MONK MUSIC ----------------------------
LET'S DANCE (DO THE
HEAVY ROC) (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
LET'S GO TO CHURCH PA836238 1997 C.L. FAIRCHILD JUSTMIKE MUSIC/GREATER
FAITH MUSIC NAT'L BAPTIST MASS CHOIR GO
LET'S HAVE CHURCH NOT REC VICTOR JONES JUSTMIKE MUSIC/SENJO
MUSIC ----------------------------
LET'S MAGNIFY THE LORD PA685614 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
LIFT THE SAVIOR UP PA788190 1996 TIDWELL/GRAY JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
LISTEN TO WHAT I HEAR PA748006 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
LISTEN TO YOUR WOMAN PA722334 1994 KOLANDER/TREE JUSTMIKE/BALOO MUSIC/
EXTRA MEASURE MUSIC STEVE KOLANDER CR
LOLLIPOP (50) PENDING 1997 LAZARO CUNILL/
GABRIEL PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
LOOK UP PA567379 1992 ARVIS STRICKLING-
JONES LIBRIS/BLACK & WHITE
IVORY ARVIS STRICKLING-JONES GO
LOOKOUT (50) PENDING 1997 LAZARO CUNILL/
GABRIEL PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
LORD HAVE MERCY PA836310 1997 T. PORTER/BROWN/
CARTER/EVANS JUSTMIKE MUSIC/PORTACALL
MUSIC/RON'S ON PUBL./
GAC PUBL./PHARO'S
MUSIC/PHARIS JR.'S PUBL. CHRISTIANAIRES GO
LORD IS ALRIGHT, THE PENDING 1993 J GRAY/P GRAY JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
LORD IS MY LIGHT, THE PA730453 1994 MICHAEL STOKES JUSTMIKE MUSIC/MICHAEL D
STOKES MUSIC CHICAGO MASS CHOIR GO
LORD MAKE ME A VESSEL PA598754 1992 MARVIN WOOTEN LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
LORD MOST HIGH PA628903 1993 WOOLA LAFLORA JUSTMIKE MUSIC/IMANI
PUBLISHING COMMITTED GO
LORD OF YOUR LIFE PA811771 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
LORD WE GIVE YOU FLORY (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP
WHITE PUBLISHING GO
LORD WE PRAISE YOU PA681987 1994 TIM BOWMAN JUSTMIKE MUSIC/TIM
BOWMAN PUB ESTHER SMITH GO
LORD, I WANT TO BE HOLY PA760714 1995 DERRICK HORNE JUSTMIKE MUSIC/BN READY
MUSIC DOUGLAS MILLER GO
LOST ART (YEA! YEA! YEA!),
THE (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY JENKINS PUBLISHING UB
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LOVE CAN HEAL THE WORLD PA642078 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT
MUSIC JOHN MADGETT GO
LOVER OF MY SOUL PA543338 1991 BRENDA MOORE LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
MAMA FLEW (50) PENDING 1997 LONSDORF/FINK/
NORTON/WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE UB
MARIA PA722328 1994 KOLANDER/MURNANE JUSTMIKE MUSIC/MURKOLMAN
MUSIC STEVE KOLANDER CR
MAYBE PA722327 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
MUSIC STEVE KOLANDER CR
MEDLEY: CHRISTMAS SONGS
(P.D. ARR) PA685649 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
MEDLEY: CHRISTMAS SONGS
(P.D. ARR) PA774233 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
MERRY CHRISTMAS JESUS PA774230 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
MORE LIKE JESUS PENDING 1993 J HARRIS/P GRAY JUSTMIKE/SAVED
CHILDREN'S/JAMES HARRIS
MUSIC CHICAGO MASS CHOIR GO
MORE THAN A CONQUEROR PA617388 1993 CLAYTON/RIVERS/PEEPLES JUSTMIKE MUSIC/IVORY
DREAMS/RIVER OF PRAISE ANGELIC VOICES OF FAITH GO
MR. GOLDFINGER (50) PENDING 1997 GOLDFINGER RAPPEL /MR. GOLDTOUCH
MUSIC/CALIBRE 380 MUSIC UB
MY HEART IS YOURS PA760582 1995 HUBERT POWELL JUSTMIKE MUSIC/POWELL
POWER MUSIC HUBERT POWELL GO
MY HEART MIGHT (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY
BUCKLEW PUBLISHING GO
MY HEART NEEDS TO KNOW PA414987 1989 BEAU WILLIAMS LIBRIS/BEAU WILLIAMS BEAU WILLIAMS GO
MY LOVE PA784162 1996 NEWMAN/KOLANDER JUSTMIKE MUSIC/BALOO
PUB/MONK FAMILY PUB. STEVE KOLANDER CR
MY PEACE PA722183 1994 HUFF/BRUNSON JUSTMIKE MUSIC/SCA/
DECHE' KIM McFARLAND GO
MY SOUL IS FILLED WITH
PRAISE (50) PENDING 1997 CASSANDRA SNEAD/TERRELL
SNEAD RAPPEL MUSIC/C. SNEAD
PUB./T. SNEAD PUBLISHING GO
MY STRENGTH PA760713 1995 ED TUCKER JUSTMIKE MUSIC/COEE
MUSIC DOUGLAS MILLER GO
NEAR THE CROSS (P.D. ARR.) PA748001 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
NEVER ALONE PA801050 1996 JACKY JOSEPH JUSTMIKE MUSIC/JUST JACK
MUSIC NU CITY MASS CHOIR GO
NEVER ALONE PA836242 1997 CHRIS ANDERSON JUSTMIKE MUSIC/KMCA
ANDERSONG NAT'L BAPTIST MASS CHOIR GO
NEVER ALONE (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP
WHITE PUBLISHING GO
NEVER ALONE (55) PENDING 1998 TERRY GARMON/PHARIS
EVANS, JR JUSTMIKE MUSIC/DA
PREACHER'S MUSIC/
PHARO'S MUSIC TERRI CARROLL GO
NEVER ALONE (REMIX) (55) PENDING 1998 TERRY GARMON/PHARIS
EVANS, JR JUSTMIKE MUSIC/DA
PREACHER'S MUSIC/ TERRI CARROLL GO
NEVER SAY GOOD-BYE PA815463 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/COTTRELL/
COLLIER TOTALLY COMMITTED GO
NEVERTHELESS PA379154 1988 SONG/WHITE LIBRIS/KHARI KINGDOM GO
NEVERTHELESS (50) PENDING 1997 PHILLIP WHITE RAPPEL MUSIC/PHILLIP
WHITE PUBLISHING GO
NEW LIFE PENDING 1994 CHRIS ANDERSON JUSTMIKE MUSIC/LILL CA
KM ANDERSONG KIM McFARLAND GO
NEW NAME PA788186 1996 MARLOWE CRIBBS JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
NEW SONG (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON
THE VINE UB
NEWSCAST (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
NEXT STAGE PA815462 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/
COTTRELL/COLLIER TOTALLY COMMITTED GO
NIGHT AFTER NIGHT PA722325 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
MUSIC STEVE KOLANDER CR
NO NOT ONE PA865090 1997 VICKIE WINANS
(ARRANGEMENT ONLY) RAPPEL MUSIC/DESTINY
JOY PUBLISHING VICKIE WINANS GO
NO, NOT ONE (P.D. ARR) PA685641 1994 ALLEN/WIGGINS/TANKARD JUSTMIKE MUSIC/BRU-NITE/
RUSSAX/BENOTE ALLEN & ALLEN GO
NO, NOT ONE (P.D. ARR) PA856516 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
NOBODY KNOWS THE PAIN (50) PA886992 1998 STEVEN FORD/CARNELL
MURRELL JUSTMIKE MUSIC/CARMAC DALLAS FORT WORTH MASS
CHOIR GO
NOBODY LIKE JESUS PA853387 1997 MARLOWE CRIBBS JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
NOBODY'S GONNA KNOCK MY
SOX OFF PA725217 1994 STEVE DAHL JUSTMIKE MUSIC/BLOWHOLE STEVE DAHL AC
NOT ALONE PA379150 1988 RAHNI SONG LIBRIS/KHARI KINGDOM GO
NOT FOR HIMSELF PA836240 1997 CHEYNEE MCCREE JUSTMIKE MUSIC/MCCREE
PUBL. CO NAT'L BAPTIST MASS CHOIR GO
O CHRISTMAS TREE (P.D.
ARR.) PA774236 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
O CHRISTMAS TREE (RAP
VERSION) PA774232 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
OCEANIC SMOKE (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY
ROEBUCK MARINER AC
ODE TO OVER (HEAVE HO) (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY
BUCKLEW PUBLISHING GO
OH HOW I LOVE JESUS PA801053 1996 BRYANT L. JONES, SR. JUSTMIKE MUSIC/NESOHC
MUZIK NU CITY MASS CHOIR GO
ON MY SIDE PAU2109948 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING GO
ONE OF THESE DAYS (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE UB
ONE THEM CALL ROC, THE (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
ONE WAY TICKET PA768042 1995 REEVES/GRUBBS JIMMY GRUBBS MUSIC RONNA REEVES CR
ONLY LOVE (50) PENDING 1997 PHILLIP WHITE/OLIVER
WHITE RAPPEL MUSIC/WELLO
MUSIC/PHILLIP WHITE
PUBLISHING GO
ONLY ONE, THE (25) PENDING 1997 VICKIE WINANS/JERRY
PETERS/TIM BOWMAN RAPPEL MUSIC/TIM BOWMAN
PUBL./DESTINY JOY PUBL. GO
OOOH (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
ORDINARY PRAYER P811767 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
OUR LIVES (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY
ROEBUCK MARINER AC
PATH, THE PA815457 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/COTTRELL/
COLLIER TOTALLY COMMITTED GO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PEACE IN THE MIDST OF YOUR
STORM PA539546 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
PEACE OF MIND PA663344 1995 KURT CLAYTON JUSTMIKE MUSIC/IVORY
DREAMS MUSIC ANGELIC VOICES OF FAITH GO
PEACE, JOY & HAPPINESS PA414988 1989 BEAU WILLIAMS LIBRIS/BEAU WILLIAMS BEAU WILLIAMS GO
PERFECT PEACE PA685615 1994 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
PHAT LIMO (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
PICKED ME UP PA784293 1996 LATTIMORE/COLLINS, JR./
ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE
MUSIC/RUSSAX MUSIC/
NU-RO PUBL. ALLEN & ALLEN GO
PIECES OF A PUZZLE PA784159 1996 TORROLL/KOLANDER JUSTMIKE MUSIC/BALOO
PUBLISHING/DANNY
TORROLL STEVE KOLANDER CR
PLANETARY WARFARE (50) PENDING 1998 DAN WARREN/KEITH
ROSENBERG JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG TRIP THEORY AC
PLAYA THANG (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/LONDON SNOW PUBLISHING UB
PLEASE DON'T LEAVE ME NOW PENDING 1993 T TIDWELL/P GRAY JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
POWER PA736428 1994 BEAU WILLIAMS JUSTMIKE MUSIC/BEAU
WILLIAMS PUB BEAU WILLIAMS GO
POWER OF THE HOLY GHOST PA736400 1994 PHILIP WILLIAMS JUSTMIKE MUSIC/CARCAN
MUSIC DONALD MALLOY GO
PRAISE HIM (50) PENDING 1997 BRIAN GARY RAPPEL MUSIC/BRIAN GARY
PUBLISHING GO
PRAISE THE LORD PA856519 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
PRAISE THE LORD (50) 821722 1997 ROGER HAMBRICK RAPPEL MUSIC/VECTRON
MUSIC PUBLISHING BRONX MASS CHOIR GO
PRAY ON IT PA642703 1993 GERRY STINSON JUSTMIKE MUSIC/GETEL
MUSIC CHRISTIANAIRES GO
PSALM 107:31 (50) PA856736 1997 KERWIN MANNING RAPPEL MUSIC/RIGHT STATE
OF MIND PUBLISHING IMANI GO
PUDDY KAT (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
PUMP IT UP LADIES (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
PUSHIN' THA BROOM (50) PENDING 1998 DAN WARREN/
KEITH ROSENBERG JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG TRIP THEORY AC
RADIO ANGELS PA642706 1993 PAUL PORTER JUSTMIKE MUSIC/LUAP
RETROP'S MUSIC CHRISTIANAIRES GO
RAISE ME, SAVE ME, FILL ME PA736426 1994 BEAU WILLIAMS JUSTMIKE MUSIC/BEAU
WILLIAMS PUB BEAU WILLIAMS GO
REALITY (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
RESTORE PA853388 1997 MARVIN WOOTEN JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
RIGHT HERE PA748005 1994 BRUCE ALLEN JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
RIGHT NOW PA543343 1991 BISHOP J C WHITE LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
RIGHT ON TIME PENDING 1994 KELVIN LENOX JUSTMIKE MUSIC/OXLEN PUB KIM McFARLAND GO
RIVER ROAD PA722039 1993 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/
JOSTE/S-MEISTER S. ALAN TAYLOR CR
ROAD TRIP (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY
BUCKLEW PUBLISHING UB
ROLY'S REVENGE (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
ROMEO PA784166 1996 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
PUBLISHING STEVE KOLANDER CR
ROUND 'BOUT MIDNIGHT PA784164 1996 CANNON/KOLANDER JUSTMIKE MUSIC/BALOO
PUB/WARNER-TAMERLANE/ STEVE KOLANDER CR
- -------------------------- --------- ----- ---------------- Madison Creek Music -----------------------
SAFE SEX (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
SALVATION (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE UB
SATISFIED WITH JESUS PA759801 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
SCOOT OVER, MOVE CLOSER PA722330 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
MUSIC STEVE KOLANDER CR
SEE HIS FACE PA759804 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
SEND IT ON DOWN PA663349 1995 MICHAEL DODSON JUSTMIKE MUSIC/OTIS STAR
PUBLISHING ANGELIC VOICES OF FAITH GO
SEND ME, I'LL GO PA736397 1994 ROBERT GULLETTE JUSTMIKE MUSIC/ROBGU
MUSIC DONALD MALLOY GO
SEND THE HOLY GHOST PA539545 1991 KURT CARR LIBRIS/CARTUNES KURT CARR GO
SEX ADDICTIONS (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
SHAKE IT TO THE RHYTHM PENDING 1998 KEITH ROSENBERG/ANTONIA
GRAHAM JUSTMIKE MUSIC/KEITH
ROSENBERG NYASIA AC
SHAKE, SHAKE, SHAKE PENDING 1997 ANTHONY JENKINS/
C, GARRETT RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
SHE'S GOT A WAY PA722044 1994 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/
JOSTE/S-MEISTER S. ALAN TAYLOR CR
SHE'S SO BAD PA722333 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
MUSIC STEVE KOLANDER CR
SHOW ME THE WAY (80%) PA520775 1991 WILLIAMS/ARMOR/GOUCHE LIBRIS/WILLIAMS BEAU WILLIAMS GO
SILENT NIGHT (P.D. ARR.) PA774234 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
SIMPLY AMAZING PA736429 1994 BEAU WILLIAMS JUSTMIKE MUSIC/BEAU
WILLIAMS PUB BEAU WILLIAMS GO
SLAP (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY
ROEBUCK MARINER AC
SO IN LOVE (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
SO MUCH HE'S DONE PA663345 1995 BILLY RIVERS JUSTMIKE MUSIC/RIVER OF
PRAISE MUSIC ANGELIC VOICES OF FAITH GO
SO REAL "AQUATICA MIX" (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY
ROEBUCK MARINER AC
SOLID ROCK (50) PA856739 1997 CRAIG JOHNSON/DWIGHT
STEELE RAPPEL MUSIC/RIGHT STATE
OF MIND PUBLISHING IMANI GO
SOMEDAY PA788194 1996 GREGORY BOOTH JUSTMIKE MUSIC/G SHARP
SCALES CHICAGO MASS CHOIR GO
SOMEDAY (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE GO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SOMETHING WORTH KEEPING PA722042 1993 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/
JOSTE/S-MEISTER S. ALAN TAYLOR CR
SOMEWHERE NEW PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE GO
SOON AND VERY SOON PA722078 1994 PEARSON/PEARSON JUSTMIKE MUSIC/GREGGIE
G'S MUSIC GREATER EMMANUEL GO
SOUTHERN FUNK (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA MUSIC/LONDON SNOW PUBLISHIN UB
SPLIT LOW (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
STARS IN THE UNIVERSE PA784269 1996 BOB KAUFLIN JUSTMIKE MUSIC/AUX SEND
MUSIC GLAD CH
STILL CRAZY 'BOUT YOU PA784158 1996 JIM WEATHERLY/STEVE
KOLANDER JUSTMIKE MUSIC/BALOO
PUBLISHING/BRIGHT LEAF STEVE KOLANDER CR
STILL WALKIN (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA
MUSIC/LONDON SNOW
PUBLISHING UB
SUBMERGE (55) PENDING 1998 JAY ROEBUCK JUSTMIKE MUSIC/JAY
ROEBUCK MARINER AC
SUGAR DADDY (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
SWEEPSTAKES PA646635 1995 PAUL PORTER JUSTMIKE MUSIC/LUAP
RETROP'S MUSIC CHRISTIANAIRES GO
SWEET BY & BY (P.D. ARR.) PA762749 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
SWEET HOLY SPIRIT PA759802 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
SWING THAT THANG (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
TAKE ME BACK PA681986 1994 TIM BOWMAN JUSTMIKE MUSIC/TIM
BOWMAN PUB ESTHER SMITH GO
TAKE ME TO 'DA RAVE PENDING 1998 DAN WARREN/
KEITH ROSENBERG JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG TRIP THEORY AC
TAKE ME TO THE WATER
(P.D. ARR.) PA762744 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
TAKE OVER LORD PA853389 1997 TONY TIDWELL JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
TAKE THE CITY (55) PENDING 1998 TERRY GARMON JUSTMIKE MUSIC/DA
PREACHER'S MUSIC TERRI CARROLL GO
TAKEN FOR GRANTED PA722332 1994 STEVE KOLANDER JUSTMIKE MUSIC/BALOO
MUSIC STEVE KOLANDER GO
TEARS OF JOY PA784288 1996 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE
MUSIC/RUSSAX MUSIC ALLEN & ALLEN GO
TELL IT OVER PA853390 1997 BRENDA JOYCE MOORE JUSTMIKE MUSIC/BALUTIK'S
MUSIC CHICAGO MASS CHOIR GO
TELL IT! PA811773 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
TELL JESUS PA543342 1991 BRENDA MOORE LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
TELL JESUS PA591355 1992 CHRIS GRAY LIBRIS/CHRIS GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
TESTIMONY PA598757 1992 WILLIE ROGERS LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
THANK GOD FOR SAVING ME PA663348 1995 BILLY RIVERS JUSTMIKE MUSIC/RIVER OF
PRAISE MUSIC ANGELIC VOICES OF FAITH GO
THANK YOU JESUS (50%) PA471948 1990 ARMOR/WILLIAMS LIBRIS/WILLIAMS/MORAL BEAU WILLIAMS GO
THE SPACEMEN ARE COMING (50) PENDING 1998 DAN WARREN/KEITH
ROSENBERG/DANA JASON
BROWN JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG/
DANA JASON BROWN TRIP THEORY AC
THEN CAME YOU PA663346 1995 KURT CLAYTON JUSTMIKE MUSIC/IVORY
DREAMS MUSIC ANGELIC VOICES OF FAITH GO
THERE AIN'T NOTHING THAT
GOD CAN'T DO PENDING 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING ESTHER SMITH GO
THERE IS NO ONE LIKE YOU PA722203 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
THERE'S A WORD FOR THAT PA722040 1994 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/
JOSTE/S-MEISTER S. ALAN TAYLOR CR
THIS BEAT IS FOR FREAKS (50) PENDING 1997 GOLDFINGER RAPPEL MUSIC/MR.
GOLDTOUCH MUSIC/CALIBRE
380 MUSIC UB
THIS LOVE (WAS MEANT TO
BE) (50) PENDING 1998 DERRICK RAHMING/KEITH
ROSENBERG JUSTMIKE MUSIC/DERRICK
RAHMING/KEITH ROSENBERG AFRO-RICAN AC
THREE KINGS (WE) (P.D. ARR.) PA748002 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
THY NAME BE PRAISED (50) PA885990 1998 STEVEN FORD/MELVIN
CRISPELL JUSTMIKE MUSIC/POT BELLY
MUSIC DALLAS FORT WORTH MASS
CHOIR GO
TIME TO GO (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY
BUCKLEW PUBLISHING UB
TIMES UP (50) PENDING 1998 DAN WARREN/
KEITH ROSENBERG JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG TRIP THEORY AC
TOO CLOSE PA543316 1991 ALEX BRADFORD LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
TOPS DOWN (33.3) PENDING 1997 RAYMON N. JOHNSON/
RICHARD M. CARTER RAPPEL MUSIC/BREIA
MUSIC/LONDON SNOW
PUBLISHING UB
TROUBLE IN MY WAY (P.D. ARR) PA685642 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
TURN IT AROUND (55) PENDING 1998 TERRI CARROLL/
TERRY GARMON JUSTMIKE MUSIC/DA
PREACHER'S MUSIC/TERRI
CARROLL'S MUSIC TERRI CARROLL GO
TURN IT OVER PA722204 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
U DON'T HEAR ME (33.3) PENDING 1998 KEVIN CHANDLER/DARNELL
CAMPBELL/TERRY GARMON/ JUSTMIKE MUSIC/DA
PREACHER'S MUSIC/VIBE
TRIBE MUSIC TERRI CARROLL GO
U GO GIRL (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING UB
UNCLOUDED DAY (P.D.) PA811766 1996 arr. CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
UNTIL I FOUND THE LORD PA646630 1995 TYRONE PORTER JUSTMIKE MUSIC/PORTACALL
MUSIC CHRISTIANAIRES GO
UP ABOVE THE CLOUDS PA543317 1991 RICK WATSON LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
USE ME PENDING 1994 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING LOS ANGELES MASS CHOIR GO
VICTORY IN PRAISING GOD PA598750 1992 BRENDA MOORE LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
VOICE ANGEL PENDING 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
WAITING ON GOD PA567406 1992 WILLIE ROGER LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
WALK UPRIGHT PENDING 1993 BRENDA J MOORE JUSTMIKE MUSIC/BALUTIKS
MUSIC CHICAGO MASS CHOIR GO
WALK WITH ME LORD PA759809 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WALK WITH ME LORD (P.D. ARR) PA685644 1994 ALLEN/WIGGINS/STEVENSON JUSTMIKE MUSIC/BRU-NITE/
RUSSAX/SAME NAME ALLEN & ALLEN GO
WALKING UNDER LADDERS (50) PENDING 1997 LONSDORF/FINK/NORTON/
WELSH/DAWSON RAPPEL MUSIC/WINE ON THE
VINE UB
WAY OF A CHRISTIAN, THE PA506621 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE
IVORY ARVIS STRICKLING-JONES GO
WAYSIDE (50) PENDING 1997 ANTHONY JENKINS/
T. MORGAN RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
W-BOOM (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
WE BOW TO WORSHIP THEE PA762741 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
WE COME TO PRAISE PA736430 1994 BEAU WILLIAMS JUSTMIKE MUSIC/BEAU
WILLIAMS PUB BEAU WILLIAMS GO
WE GOTTA TELL PA520774 1991 BEAU WILLIAMS LIBRIS/WILLIAMS BEAU WILLIAMS GO
WE NEED A MIRACLE PA759805 1995 CHRIS GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
WE NEED JESUS PA646632 1995 BROWN/BROWN JUSTMIKE MUSIC/RON ON
PUBLISHING CHRISTIANAIRES GO
WE SHOULD'VE JUST STAYED
FRIENDS PA784161 1996 HANK COCHRAN/BUDDY
CANNON/ STEVE KOLANDER JUSTMIKE MUSIC/BALOO
PUB/CO-HEART MUSIC/ STEVE KOLANDER CR
WE WORSHIP YOU PA853391 1997 TIMOTHY BYRON MCGHEE JUSTMIKE MUSIC/GLORY
CLOUD MUSIC CHICAGO MASS CHOIR GO
WE'RE GONNA HAVE A GOOD TIME PA506618 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE
IVORY ARVIS STRICKLING-JONES GO
WE'RE WAITING LORD NOT REC 1992 BRYANT JONES LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
WHAT A FRIEND PA856517 1997 CHRISTOPHER L. GRAY JUSTMIKE MUSIC/CHRIS
GRAY MUSIC NORTH CAROLINA MASS CHOIR GO
WHAT CAN I GIVE PA681984 1994 ADAM WHITE III JUSTMIKE MUSIC/TIM
BOWMAN PUB ESTHER SMITH GO
WHAT WILL YOU DO PA506616 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK & WHITE
IVORY ARVIS STRICKLING-JONES GO
WHATEVER YOU NEED PA788330 1996 EDDIE HOWARD, JR. JUSTMIKE MUSIC/EDDIE
HOWARD MUSIC WALT WHITMAN GO
WHEN THE PRAISES GO UP PA598753 1992 BRYANT JONES LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
WHO AM I? (50) PENDING 1998 DAN WARREN/
KEITH ROSENBERG JUSTMIKE MUSIC/DAN
WARREN/KEITH ROSENBERG TRIP THEORY AC
WHO IS THIS JESUS (P.D. ARR.) PA836243 1997 ARR: C.L. FAIRCHILD JUSTMIKE MUSIC/GREATER
FAITH MUSIC NAT'L BAPTIST MASS CHOIR GO
WINTER LOVE PA736306 1994 CARUSO/BRADLEY JUSTMIKE MUSIC/RADIANCE
PUBLING COLBY/CARUSO AC
WISHING WE'D COME TRUE (50) PENDING 1997 WENDY BUCKLEW RAPPEL MUSIC/WENDY
BUCKLEW PUBLISHING GO
WITNESS (50) PENDING 1997 LAZARO CUNILL/GABRIEL
PEREZ RAPPEL MUSIC/JAMIN
X-CLUSIVE PUBLISHING
WOMAN IN BLACK PA722041 1993 ANTELIS/TAYLOR JUSTMIKE MUSIC/SILENTA/
JOSTE/S-MEISTER S. ALAN TAYLOR CR
WONDERFUL GOD PA853392 1997 NELSON B. SMITH II JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
WONDERFUL, MARVELOUS PA567409 1992 BRENDA MOORE LIBRIS/BLACK & WHITE
IVORY CHICAGO MASS CHOIR GO
WORDS TO THE BREAK OF
DAWN (50) PENDING 1997 ANTHONY JENKINS/C.
GARRETT RAPPEL MUSIC/ANTHONY JENKINS PUBLISHING UB
WORK DONE, CAUGHT UP AND
FREE PA815456 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/COTTRELL/
COLLIER TOTALLY COMMITTED GO
WORK IN ME JESUS PA788341 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING KIM McFARLAND GO
WORK IT NOW (50) PENDING 1997 ANTHONY JENKINS/
C. GARRETT RAPPEL MUSIC/ANTHONY JENKINS PUBLISHING UB
WORK IT OUT (50) PENDING 1997 VICKIE WINANS/AUTUMN
FOSTER RAPPEL MUSIC/DESTINY JOY
PUBL./TWONIE S.
PRODUCTIONS GO
WORK THAT THANG OUT PA836244 1997 TERRY GARMON JUSTMIKE MUSIC/PECULIAR
PEOPLES MINISTRIES
PUBL. NAT'L BAPTIST MASS CHOIR GO
WORK THE WORKS (66.7) PA885993 1998 STEVEN FORD/RODNEY
HARRIS, SR./MARCUS
HERRING JUSTMIKE MUSIC/RODNEY
JON HARRIS MUSIC DALLAS FORT WORTH MASS
CHOIR GO
WORSHIP THE LORD PA788189 1996 REV. TIMOTHY B. McGHEE JUSTMIKE MUSIC/WORSHIP
SONG MUSIC CHICAGO MASS CHOIR GO
WORTHY OF THE PRAISE PA801048 1996 ERIC THOMAS JUSTMIKE MUSIC/ERIC
THOMAS PUBLISHING NU CITY MASS CHOIR GO
WOUNDED FOR ME (P.D. ARR) PA685648 1994 ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE/
RUSSAX ALLEN & ALLEN GO
WRAPPED UP PA836306 1997 PAUL PORTER JUSTMIKE MUSIC/LUAP
RETROP'S MUSIC CHRISTIANAIRES GO
WRITTEN BY TIME PAU2109947 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING GO
YESTERDAY, TODAY, FOREVER PA762748 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
YIELD YOURSELF PA726847 1994 STEPHEN HUFF JUSTMIKE MUSIC/SCA MUSIC KIM McFARLAND GO
YOU ARE MY SONG PA642084 1994 JOHN MADGETT JUSTMIKE MUSIC/MADGETT
MUSIC JOHN MADGETT GO
YOU CAN GO HOME PA642077 1994 J MADGETT/B MASON JUSTMIKE MUSIC/MADGETT
MUSIC/MAY SUN MUSIC JOHN MADGETT GO
YOU CAN MAKE IT PA642083 1994 J MADGETT/J ROGERS JUSTMIKE MUSIC/MADGETT
MUSIC/B ROGERS PUB JOHN MADGETT GO
YOU DON'T KNOW WHAT THE
LORD HAS DONE FOR ME PA784291 1996 arr. ALLEN/WIGGINS JUSTMIKE MUSIC/BRU-NITE
MUSIC/RUSSAX MUSIC ALLEN & ALLEN GO
YOU HAVE MY HEART(15%) PA836302 1997 HAMMOND/RUTHERFORD/
TRENT JAMBEAUX/TAMMY B MUSIC/
PARAGON MUSIC CORP./SCA
MUSIC TAMMY TRENT CH
YOU LOVE ME PA853393 1997 JERAL GRAY/PERCY GRAY JUSTMIKE MUSIC/SAVED
CHILDREN'S MUSIC CHICAGO MASS CHOIR GO
YOU MADE IT RIGHT PA784292 1996 ALLEN/WIGGINS/HENDERSON JUSTMIKE MUSIC/BRU-NITE
MUSIC/RUSSAX MUSIC ALLEN & ALLEN GO
YOUR AMAZING GRACE PA642079 1994 J MADGETT/J ROGERS JUSTMIKE MUSIC/MADGETT
MUSIC/B ROGERS PUB JOHN MADGETT GO
YOUR BODY (50) PENDING 1997 ANTHONY JENKINS RAPPEL MUSIC/ANTHONY
JENKINS PUBLISHING UB
YOUR LOVE PA815455 1996 M. COTTRELL/G. COLLIER JUSTMIKE MUSIC/COTTRELL/
COLLIER TOTALLY COMMITTED GO
YOUR LOVE COMES SHINING
THROUGH PA811774 1996 CALVIN B. RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN BERNARD RHONE GO
YOU'RE MY EVERYTHING PA730458 1994 BRENDA MOORE JUSTMIKE MUSIC/
BALUTIK'S MUSIC CHICAGO MASS CHOIR GO
YOU'RE WITH ME PA762747 1995 CALVIN RHONE JUSTMIKE MUSIC/CALVIN
RHONE PUBLISHING CALVIN RHONE GO
YOU'VE BEEN BLESSING ME PA567382 1992 ARVIS STRICKLING-JONES LIBRIS/BLACK &
WHITE IVORY ARVIS STRICKLING-JONES GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
YOU'VE GOT TO STAND PA543319 1991 ARVIS STRICKLING-JONES LIBRIS/BLACK &
WHITE IVORY ARVIS STRICKLING-JONES GO
YULETIDE PRELUDE PA774238 1995 ALLEN/WIGGINS JUSTMIKE MUSIC/
BRU-NITE/RUSSAX ALLEN & ALLEN GO
ZAMAR PRAISE (THY NAME BE
PRAISED REPRISE) (50) PA885997 1998 STEVEN FORD JUSTMIKE MUSIC/
POT BELLY MUSIC DALLAS FORT WORTH MASS CHOIR GO
DETHOM PUBLISHING (SESAC)
Owned
AFRICAN PRAISE (HOLY, HOLY) PA445319 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
ALL IS AT REST PENDING 1997 CHRISTIAN STRIGNANO DETHOM PUBLISHING CH
ANOINT ME LORD PENDING 1997 BRIAN CHASE WILLIAMS/TYRONE
GREGG RED REWMAR MUSIC GO
BE ENCOURAGED PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC GO
BE ENCOURAGED - REPRISE PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC GO
BLUE SKIES PA812695 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
BURDEN BEARER PENDING 1997 DERRICK HANNA RED REWMAR MUSIC GO
BY AND BY (IT'S GONNA BE
ALRIGHT - BEC'S VIBE) PA821611 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
BY AND BY (IT'S GONNA BE
ALRIGHT - CHOIR VIBE) PA821612 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
CLOSER TO YOU PENDING 1997 WILLIAM BECTON/SAM KENDRICK,
JR. RED REWMAR MUSIC WILLIAM BECTON GO
COME BACK PENDING 1998 CHRISTIAN STRIGNANO DETHOM PUBLISHING CR
COURAGE TO JOURNEY ON PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
DEEP RIVER NOT REC GLOSTER WILLIAMS DETHOM PUBLISHING --------------- GO
DELIVERANCE PA455314 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
DON'T GIVE UP, HOLD ON PENDING 1997 GLOSTER WILLIAMS RED REWMAR MUSIC GO
DON'T GIVE UP, HOLD ON PAU1721315 1993 GLOSTER WILLIAMS DETHOM PUBLISHING NOT RECORDED GO
DON'T YOU LOSE IT PA812696 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
FALL AFRESH PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
GLAD ABOUT IT PENDING 1998 MORRIS MINGO DETHOM PUBLISHING SALT OF THE EARTH GO
GOD IS IN THE HOUSE PA821614 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
GOD WILL MAKE A WAY PENDING 1997 VERONICA FULTON RED REWMAR MUSIC GO
GOIN' TO CHURCH PA883695 1998 KILLORI DOWER DETHOM PUBLISHING GMWA GO
GRATEFUL PENDING 1997 ISADORE JACKSON RED REWMAR MUSIC GO
GUIDE ME O THOU GREAT
JEHOVAH PENDING 1997 GLOSTER WILLIAMS RED REWMAR MUSIC GO
HAVE FAITH IN GOD NOT REC GLOSTER WILLIAMS DETHOM PUBLISHING --------------- GO
HEART OF A LOVE SONG 821613 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
HEAVEN PENDING 1997 MICHAEL SCOTT RED REWMAR MUSIC GO
HEROS PA445317 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
HE'S ABLE PA767555 1995 EDWARD TATE DETHOM PUBLISHING LOS ANGELES MASS CHOIR GO
HE'S GOT HIS EYES ON YOU
(P.D. ARR) PA604807 1993 GLOSTER WILLIAMS DETHOM PUBLISHING JESSY DIXON GO
HE'S SWEET, I KNOW NOT REC GLOSTER WILLIAMS DETHOM PUBLISHING --------------- GO
HE'S WORTHY PA367093 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
HIS EYE IS ON THE SPARROW
(P.D. ARR) PA603011 1993 GLOSTER WILLIAMS DETHOM PUBLISHING HEAVEN SENT GO
HIS EYE IS ON THE SPARROW
(PD) PA478082 1990 GLOSTER WILLIAMS LUMINAR MUSIC HEAVEN SENT GO
HOLD ON PENDING 1997 KEVIN WILKINS RED REWMAR MUSIC GO
HOLD UP THE LIGHT PA367097 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
HOLY GHOST ABIDE PENDING 1997 KEVIN WILKINS RED REWMAR MUSIC GO
HOLY SPIRIT PA367095 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
HOLY SPIRIT PA883693 1998 JAY TERRELL DETHOM PUBLISHING GMWA GO
I AM ON THE BATTLEFIELD PA883694 1998 WESLEY MILSAP DETHOM PUBLISHING GMWA GO
I CATCH MYSELF/I LET IT GO PA812693 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
I WILL GIVE THANKS PA883696 1998 KENNETH HENDERSON DETHOM PUBLISHING GMWA GO
I WILL SING HALLELUJAH PA445313 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
I'LL DO YOUR WILL PA646493 1993 GLOSTER WILLIAMS DETHOM PUBLISHING DONALD MALLOY GO
IN THE ARMS OF LOVE PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
IT WILL BE ALRIGHT PENDING 1997 BRIAN CHASE WILLIAMS RED REWMAR MUSIC B. CHASE WILLIAMS & SHABACH GO
JESUS IS JUST ALRIGHT WITH
ME (P.D. ARR) PA641458 1993 GLOSTER WILLIAMS DETHOM PUBLISHING ESTHER SMITH (JC VOL 2) GO
JESUS LOVES ME NOT REC GLOSTER WILLIAMS DETHOM PUBLISHING --------------- GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JUST BECAUSE PENDING 1997 M. YOUNG/LILLIAN E. SMITH/G.
JACKSON RED REWMAR MUSIC GO
JUST LIKE YOU PA812689 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
KEEP ON BLESSING ME PA570170 1992 GLOSTER WILLIAMS DETHOM PUBLISHING EVELYN TURRENTINE-AGEE GO
LEAN ON ME PA821617 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
LET JESUS LEAD YOU PA367098 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
LET ME SHOW YOU (I LOVE
YOU JESUS) PA821619 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
LET THE HEALING BEGIN PENDING 1997 WILLIAM BECTON/CHERYL PHILLIPS RED REWMAR MUSIC WILLIAM BECTON GO
LIFT THE SAVIOUR UP PENDING 1997 BRIAN CHASE WILLIAMS RED REWMAR MUSIC B. CHASE WILLIAMS & SHABACH GO
LOST WORLD, THE PA812694 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
MAKE YOUR MIND UP PA640082 1993 GLOSTER WILLIAMS DETHOM PUBLISHING DOUGLAS MILLER GO
NEVER, NEVER, NEVER PA812687 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
NO TURNING BACK PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
NO WAY PA367107 1988 GLOSTER WILLIAMS LUMINAR MUSIC THE NEW KING JAMES VERSION GO
O THE BLOOD PA367092 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
OH BLESS THE NAME PA445315 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
OLD TIME RELIGION (P.D.
ARR) PA598214 1993 GLOSTER WILLIAMS DETHOM PUBLISHING COMMITTED (JC VOL 2) GO
ONE MORE TIME PA812690 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
PICK IT UP PENDING 1997 GARLAND WALLER RED REWMAR MUSIC GO
PRECIOUS MEMORIES PENDING 1997 BRIAN CHASE WILLIAMS RED REWMAR MUSIC B. CHASE WILLIAMS & SHABACH GO
REDEEMED PA367099 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
REJOICE PA812-585 1997 BRIAN CHASE WILLIAMS/TYRONE
GREGG RED REWMAR MUSIC B. CHASE WILLIAMS & SHABACH GO
SANE PA812688 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
SHOW ME HOW TO LOVE AGAIN PA821616 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
SINCE THE LORD CHANGED MY
LIFE PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
SO HAPPY PA821615 1997 WILILAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
STILL IN LOVE WITH YOU PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
SURE WON'T FORGET PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
SWEETER THAN HONEY PA821618 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
TAKE A TRIP PENDING 1997 BRIAN CHASE WILLIAMS/TYRONE
GREGG RED REWMAR MUSIC B. CHASE WILLIAMS & SHABACH GO
THERE IS NO FAILURE IN GOD PA445318 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
THESE ARE THE PROMISES PA445320 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
THIS JOY PA367108 1988 WILLIAMS/BADY LUMINAR MUSIC THE NEW KING JAMES VERSION GO
THIS MATCHLESS LOVE PA669956 1993 THEODORE MATLOCK DETHOM PUBLISHING EVELYN TURRENTINE-AGEE GO
THIS MUST BE WHERE WE SAY
GOODBYE PENDING 1997 CHRISTIAN STRIGNANO DETHOM PUBLISHING
THIS WAY PA812692 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
TIL THE END (JAZZ VERSION) PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
TIL YOU TAKE THE PAIN AWAY PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
TILL THE END PENDING 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
TRUST IN JESUS PENDING 1997 MICHAEL SCOTT RED REWMAR MUSIC GO
UNFAILING GOD PENDING 1997 ANTHONY D. HILL RED REWMAR MUSIC GO
WE WORSHIP CHRIST PENDING 1997 BRYANT PHILLIPS RED REWMAR MUSIC GO
WHAT WOULD I DO (WITHOUT
THE LORD) PA367094 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
WHITER THAN SNOW (P.D. ARR) PA641457 1993 GLOSTER WILLIAMS DETHOM PUBLISHING COMMITTED GO
WHY NOT NOW PA812691 1994 DANN GUNN DETHOM PUBLISHING VELOCIPEDE CH
WORKIN' OUT PA821620 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
WORTHY IS THE LAMB PA821621 1997 WILLIAM BECTON RED REWMAR MUSIC WILLIAM BECTON GO
YES THERE IS AN ANSWER PA445316 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
YOU CAN CALL GOD PA445312 1989 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
YOUR CHANGE WILL COME PA367100 1988 DONNIE HARPER LUMINAR MUSIC NEW JERSEY MASS CHOIR GO
Co-Owned
AT THE CROSS (PD ARR) PA572471 1991 GLOSTER WILLIAMS LUMINAR/GLOSSIAM AS ONE GO
BOUND FOR MT. ZION (25) PENDING 1997 ALLISON/BRYCE/GLOSTER WILLIAMS RED REWMAR MUSIC/
GLOSSIAM MUSIC/
EXCELLORIC MUSIC GO
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CALL HIM UP PA567403 1992 LAVELLE LACY LUMINAR/B-FLAT MUSIC CHICAGO MASS CHOIR GO
CAUSE MY JESUS DID (50) PENDING 1997 THEODORE MATLOCK RED REWMAR MUSIC/
GLOSSIAM MUSIC GO
CLOSER (50%) NOT REC GLOSTER WILLIAMS DETHOM/MUSIC N' MORE ------------- GO
COME LET'S WORSHIP (25) PENDING 1997 K. TAYLOR RED REWMAR/GLOSSIAM
MUSIC/KATCO MUSIC GO
CROWN ME (50) PENDING 1997 BRIAN CHASE WILLIAMS RED REWMAR/SUGAR BEAR
PRODOS GO
FOR LOVE ALONE (50) PENDING 1997 BRIAN CHASE WILLIAMS RED REWMAR/I JUST
PLAY BASS MUSIC GO
GIVE IT TO ME PA572470 1991 GLOSTER WILLIAMS LUMINAR/GLOSSIAM AS ONE GO
GOD CAN DO ANYTHING (50%) PA3670996 1988 DONNIE HARPER LUMINAR/LEIGHARM NEW JERSEY MASS CHOIR GO
GOD WILL TAKE CARE OF YOU
(P.D. ARR) PA574474 1991 BATTLE/WILLIAMS LUMINAR/GLOSSIAM/
PEACE-O-MIND MUSIC AS ONE GO
GOD'S GONNA MAKE IT ALRIGHT
AFTER AWHILE PA736396 1994 DONNIE HARPER DETHOM/MY DITTY MUSIC DONALD MALLOY GO
HE REIGNS (50) PENDING 1997 BRIAN CHASE WILLIAMS/TRES
GILBERT RED REWMAR/I JUST
PLAY BASS MUSIC
HE WAS THERE ALL THE TIME
(37.50) PENDING 1997 LEE WOODIE RED REWMAR/GLOSSIAM
MUSIC/DHERICO MUSIC GO
HE WILL ANSWER (50) PENDING 1997 CHRISTOPHER JOE RED REWMAR/CHRISJOE
PUBLISHING GO
HE'S EVERYTHING I NEED PA722181 1994 CARNELL MURRELL DETHOM/CARMAC MUSIC KIM McFARLAND GO
HIS NAME SHALL ENDURE
FOREVER PA736392 1994 DONNIE HARPER DETHOM/MY DITTY MUSIC DONALD MALLOY GO
HURRY UP (THE TIME IS
RIGHT) (25) PENDING 1997 R. WATSON RED REWMAR/GLOSSIAM
MUSIC/WATSONG
PUBLISHING GO
I NEED THEE (50) PENDING 1997 GLOSTER WILLIAMS/MARCUS DEVINE RED REWMAR/GLOSSIAM
MUSIC GO
I SHALL NOT BE DEFEATED PENDING 1994 BROWN/TAYLOR DETHOM/JUST A
THOUGHT/JOSTE LOS ANGELES MASS CHOIR GO
I SURRENDER PENDING 1994 CARNELL MURRELL DETHOM/CARMAC MUSIC KIM McFARLAND GO
IN HIS HANDS PA572460 1992 GLOSTER WILLIAMS LUMINAR/GLOSSIUM WAR ON SIN GO
IN TIME HE'LL BRING YOU OUT PA883691 1998 JAMES BIGNON DETHOM/BIGNON
PUBL. CO. GMWA GO
IT IS WELL WITH MY
SOUL (50) PENDING 1997 ANTHONY D. HILL RED REWMAR/JANTINA
MUSIC PUBLISHING GO
IT'S GOT TO BE LOVE (50) PENDING 1997 CHRISTIAN STRIGNANO/WILLIE
WILSON DETHOM/SELF PUBLISHED CR
JESUS PRECIOUS KING (50) PENDING 1997 ANTHONY D. HILL RED REWMAR/JANTINA
MUSIC PUBLISHING GO
JOY COMETH IN THE MORNING PA760716 1995 ROBERT BAXTER DETHOM/DOMIL DOUGLAS MILLER GO
LET THE SPIRIT TAKE
OVER (50) PENDING 1997 CHRISTIAN STRIGNANO/DENISE
DAVIS DETHOM/LIFE OF THE
RECORD MUSIC CR
LIFT HIM UP (100) PENDING 1997 CHRISTOPHER JOE RED REWMAR MUSIC/
CHRISJOE PUBLISHING GO
LORD, HAVE YOUR WAY PA640080 1993 ROBERT BAXTER DETHOM/DOMIL DOUGLAS MILLER GO
LOVE IS COMING BACK FOR ME PENDING 1998 CHRISTIAN STRIGNANO/tIMOTHY
ERWIN DETHOM PUBLISHING/
EARTH TO MOTHERSHIP
MUSIC GO
MESSAGE TO JESUS -
REPRISE (50) PENDING 1997 ANTHONY HILL RED REWMAR/JANTINA
MUSIC PUBLISHING GO
MESSAGE TO JESUS (50) PENDING 1997 ANTHONY HILL RED REWMAR/JANTINA
MUSIC PUBLISHING GO
MY HEART NEVER HAD IT SO
GOOD (40) PENDING 1998 CHRISTIAN STRIGNANO/tIMOTHY
ERWIN
NEVER ALONE (PD ARR) PA572473 1991 GLOSTER WILLIAMS LUMINAR/GLOSSIAM/
HERMANDO AS ONE GO
NIGERIAN CHANT (HOLY
SPIRIT) PA736398 1994 DONNIE HARPER DETHOM/MY DITTY MUSIC DONALD MALLOY GO
NO TURNING BACK (50) PENDING 1997 GLOSTER WILLIAMS RED REWMAR/GLOSSIAM
MUSIC GO
NOTHING BUT THE BLOOD (PD
ARR) PA572472 1991 GLOSTER WILLIAMS LUMINAR/GLOSSIAM AS ONE GO
NOW & FOREVER (50) PENDING 1997 GLOSTER WILLIAMS RED REWMAR/GLOSSIAM
MUSIC GO
OH! (50) PENDING 1997 GLOSTER WILLIAMS/M. DEVINE/
KEIR WARD RED REWMAR/GLOSSIAM
MUSIC GO
ONE MORE SECOND CHANCE (50) PENDING 1998 CHRISTIAN STRIGNANO/BOB ALAN DETHOM/JOHN JUAN
PUBLISHING CR
OVER YOU ALL OVER AGAIN PENDING 1997 CHRISTIAN STRIGNANO/TIMOTHY
ERWIN DETHOM/EARTH TO
MOTHERSHIP CR
PEOPLE GET READY (25) PENDING 1997 B. FARMER RED REWMAR/GLOSSIAM
MUSIC/FARMER KING
MUSIC GO
REJOICE (50) PENDING 1997 B. CHASE WILLIAMS/GREGG TYRONE RED REWMAR/SUGAR BEAR
PRODOS B. CHASE WILLIAMS & SHABACH GO
SO CLEAR FROM HERE PENDING 1997 CHRISTIAN STRIGNANO/DENISE
DAVIS DETHOM/LIFE OF THE
RECORD MUSIC
THAT'S JUST LIKE JESUS PA760715 1995 DOUGLAS MILLER DETHOM/DOMIL DOUGLAS MILLER GO
THINGS WILL WORK OUT PENDING 1994 JAMES BROWN DETHOM/JUST A THOUGHT LOS ANGELES MASS CHOIR GO
USE ME LORD PA674812 1993 HENDERSON/WILLIAMS DETHOM/SILENT SPRING
MUSIC COMMITTED GO
WALK IN THE LIGHT (PD) PA572461 1992 GLOSTER WILLIAMS LUMINAR/GLOSSIUM WAR ON SIN GO
WE LOVE AND LEARN (50) PENDING 1997 CHRISTIAN STRIGNANO/TIMOTHY
ERWIN DETHOM/EARTH TO
MOTHERSHIP GO
WHAT HE'S DONE FOR ME (50) PENDING 1997 GLOSTER WILLIAMS RED REWMAR/GLOSSIAM
MUSIC GO
JOHN JUAN MUSIC
Owned
A MEMORY AGO PENDING 1997 P. MICHAEL/L. TERRY JOHN JUAN MUSIC CR
A CERTAIN BLUE PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
A LITTLE BIT OF LUCK PENDING 1997 CHRISTIAN STRIGNANO/TIMOTHY
ERWIN JOHN JUAN MUSIC CR
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
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<S> <C> <C> <C> <C> <C> <C>
A PLACE FOR BABY AND ME PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
A PRICE SO HIGH FOR LOVE PENDING 1997 CHRISTIAN STRIGNANO/DENISE
DAVIS JOHN JUAN MUSIC CR
A SIGN OF THE TIMES PENDING 1997 DONAHUE/DOLLAGHAN JOHN JUAN MUSIC CR
AIN'T NOTHING WRONG WITH
DIXIE PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
ALL EXCEPT YOUR KISS PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
ALMOST AN ANGEL PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
ANY SENSE AT ALL PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
BIG BEN PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
BIG FALL, THE PENDING 1997 PATRICK MICHAEL JOHN JUAN MUSIC CR
BONNIE AND CLYDE PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
BOTH SIDES OF GOODBYE PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
CAN'T GET ENOUGH OF A GOOD
THING PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
CATCH ME ON THE REBOUND PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
CHANCE TO BE WITH HER PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
CHRISTMAS IS FORGIVING PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
COMPLETELY DIFFERENT PEOPLE PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
CROSS MY LUCKY HEART PENDING 1997 MICHAEL B. WARE JOHN JUAN MUSIC CR
CURRENT AFFAIR PENDING 1997 DONAHUE/RHODY JOHN JUAN MUSIC CR
CUSTOM-MADE PA812006 1997 MICHAEL/HARRIS JOHN JUAN MUSIC CR
FALLEN FROM GRACE PENDING 1997 ATKINS/SEIGHMAN JOHN JUAN MUSIC CR
FAMILY REUNION PENDING 1997 STEVE CLARK/JIMMY LAMBERT JOHN JUAN MUSIC CR
FINER LINE, THE PENDING 1997 CHRISTIAN STRIGNANO/D. DAVIS/
T. ERWIN JOHN JUAN MUSIC CR
FOR A LONG, LONG TIME PENDING 1997 GREGG SWINT JOHN JUAN MUSIC CR
FOR LOVE'S SAKE PENDING 1997 HARRIS/RHODY JOHN JUAN MUSIC CR
FOREVER FROM HERE PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
GONE FOR GOOD PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
GROWIN' UP WHISKY PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
HE LOVED ME PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
HE STILL LOVES ME PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
I BELIEVE PA814401 1997 DONAHUE/BARTLEY JOHN JUAN MUSIC CR
I LAY ME DOWN TO SLEEP PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
I MISS OUR LOVE PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
I'LL BE HERE PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
I'M OVER MISSING YOU PENDING 1997 M. B. WARE/J. HARRIS JOHN JUAN MUSIC CR
IN LOVE PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
IN THE COUNTRY PENDING 1997 LEHMBERG/DONAHUE JOHN JUAN MUSIC CR
IT ALL ADDS UP PENDING 1997 DONAHUE/RHODY/DOLLAGHAN JOHN JUAN MUSIC CR
IT HURTS PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
IT IS THE END OF THE
BEGINNING PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
IT'S A DIFFERENT WORLD PENDING 1997 RHODY/DONAHUE JOHN JUAN MUSIC CR
IT'S ABOUT ME PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
IT'S HERE SOMEWHERE PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
JUST BECAUSE YOU DIDN'T
ANSWER PENDING 1998 THOM BISHOP JOHN JUAN MUSIC CR
LEAVE WELL ENOUGH ALONE PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
LEAVE YOUR HEART AT THE
DOOR PENDING 1997 DONAHUE/WALDEN JOHN JUAN MUSIC CR
LET IT GO PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
LINE, THE PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
LIVIN' FOR THE WEEKEND PENDING 1997 RHODY/DONAHUE JOHN JUAN MUSIC CR
LOVE AND LEARN PENDING 1997 MICHAEL B. WARE JOHN JUAN MUSIC CR
LOVE ARRIVES PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
LOVE DID IT PENDING 1997 HARRIS/MICHAEL JOHN JUAN MUSIC CR
LOVE FINDS A WAY PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
LOVE HER OR LEAVE HER ALONE PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
LOVE TRAIN PENDING 1997 RHODY/ADELAIDA GARZA JOHN JUAN MUSIC CR
LOVIN' YOU, LOVIN' ME,
LOVIN' YOU PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
ME LOVING YOU PENDING 1997 MICHAEL/WELLS JOHN JUAN MUSIC CR
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MINE THIS TIME PENDING 1997 MICHAEL WARE/JODY HARRIS JOHN JUAN MUSIC CR
MONEY TRAIL PENDING 1997 MICHAEL/DONAHUE JOHN JUAN MUSIC CR
MORE OF IT PENDING 1997 MICHAEL/HARRIS JOHN JUAN MUSIC CR
MY ONLY ANGEL PENDING 1997 MICHAEL/TERRY JOHN JUAN MUSIC CR
NEIGHBORHOOD WATCH PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
NOTHIN' BUT YOU PENDING 1997 HARRIS JOHN JUAN MUSIC CR
NOTHING COMPARES TO YOU PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
NOW'S YOUR CHANCE PENDING 1997 ADELAIDA GARZA/HARRIS JOHN JUAN MUSIC CR
OLD STOMPING GROUND PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
ONE MINUTE OF LOVIN' HER PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
ONE SMALL WORLD PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
ONE-SIDED DREAM PENDING 1998 MICHAEL WARE/THOM BISHOP JOHN JUAN MUSIC GO
ONWARD PENDING 1997 CHRISTIAN STRIGNANO JOHN JUAN MUSIC CR
OUTRUN THE RAIN PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
OVER YOU AS I'LL EVER GET PENDING 1997 STEVE CLARK/JIM MCKNIGHT JOHN JUAN MUSIC CR
PICTURE IT NOW PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
PURPLE HEART PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
REMEMBER HER NAME PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
RESCUE MY HEART PENDING 1997 CHRISTIAN STRIGNANO/TIMOTHY
ERWIN JOHN JUAN MUSIC CR
ROLLIN' DOWN THE HIGHWAY PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
SAME OLD ROAD PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
SHE'S GOT A DREAM PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
SHE'S STRONGER THAN I AM PENDING 1997 MICHAEL B. WARE JOHN JUAN MUSIC CR
SMOKE AND ASH PENDING 1997 NANCY LEE BAXTER JOHN JUAN MUSIC CR
SOMETIME TONIGHT PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
STILL BE MISSING YOU PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
STRAIGHT OUT OF MY HEART PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
TAKE ME PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
TELL ME YOU LOVE ME PENDING 1997 DONAHUE JOHN JUAN MUSIC CR
THANK YOU FOR LOVING ME PENDING 1997 DONAHUE/DOLLAGHAN JOHN JUAN MUSIC CR
THIS AIN'T NO PLACE FOR
LOVE TO BE PENDING 1997 MICHAEL WARE/JODY HARRIS JOHN JUAN MUSIC CR
THIS IMAGE OF YOU PENDING 1997 RHODY/LEHMBERG JOHN JUAN MUSIC CR
THREE LITTLE WORDS TOO LATE PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
TIL MERCEDES MAKES A PICKUP
TRUCK PENDING 1997 JODY HARRIS/BOB ALAN JOHN JUAN MUSIC CR
TIME PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
TIRED OF CHASIN' RAINBOWS PENDING 1997 LEHMBERG/DONAHUE JOHN JUAN MUSIC CR
TOMORROW TONIGHT PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
TOO FAR GONE PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
TOO FAST PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
TROUBLE WITH SIGNS PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
WE TALK ABOUT YOU PENDING 1997 BOB ALAN/RON KIAKIS JOHN JUAN MUSIC CR
WE'VE GOT SOME
HONKYTONKIN' TO DO PENDING 1997 HARRIS JOHN JUAN MUSIC CR
WHAT GOOD IS A HEART PENDING 1997 JIM SCOTT JOHN JUAN MUSIC CR
WHAT YOU KNOW NOW PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
WHAT YOUR LIPS WON'T SAY PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
WHAT'S THE MATTER WITH YOU
AND ME PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
WHEN PUSH COMES TO SHOVE PENDING 1997 DONAHUE/HARRIS JOHN JUAN MUSIC CR
WHOLE LOT OF YOU IN ME PENDING 1997 MARTY BROWN JOHN JUAN MUSIC CR
WILL YOU LOVE ME PENDING 1997 BOB ALAN JOHN JUAN MUSIC CR
WINGS OF FAITH PENDING 1997 CHRISTIAN STRIGNANO/DENISE
DAVIS JOHN JUAN MUSIC CR
WONDER OF LOVE PENDING 1998 BOB ALAN JOHN JUAN MUSIC CR
YOU ON MY OWN PENDING 1997 CHRISTIAN STRIGNANO/DENISE
DAVIS JOHN JUAN MUSIC CR
YOUR HEART BELONGS TO
SOMEONE ELSE PENDING 1997 MICHAEL WARE JOHN JUAN MUSIC CR
YOU'RE NOT ALONE PENDING 1997 CHRISTIAN STRIGNANO JOHN JUAN MUSIC CR
Co-Owned
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WE HAD IT ALL PENDING 1997 JERRY LASETER/
KARI K. PHILIPS JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/API MUSIC CR
NOT TONIGHT PENDING 1997 JERRY LASETER/
M. VICKERY JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/UNKNOWN CR
(ONE TIME, ONE PLACE) IN
NEW ORLEANS(66.6) PENDING 1997 GARZA/GARZA/RECTOR JOHN JUAN MUSIC CR
(SINCE I FOUND HER)
I'VE LOST IT(50) PENDING 1997 HARRIS/PRINCE JOHN JUAN MUSIC CR
A BETTER LIFE (50) PENDING 1998 MICHAEL WARE/
ERIC STOK JOHN JUAN MUSIC/??? CR
A CARDBOARD BOX (50) PENDING 1997 DANNY WELLS/
BOB ALAN JOHN JUAN MUSIC/??? CR
A HARD PILL TO SWALLOW(33.3) PENDING 1997 J. HARRIS/D. RAY/
R. WIMBERLY JOHN JUAN MUSIC CR
A HUNDRED THOUSAND TIMES
BEFORE (50) PENDING 1997 DANNY WELLS/
MONICA STILES JOHN JUAN MUSIC/DIFFTUNES/SONGWRITER'S INK/MODAR CR
A LITTLE BIT MORE THAN
I NEEDED TO KNOW (16.65) PENDING 1997 J. LASETER/
K. K. PHILLIPS/
D. STEWART JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/TEXAS WEDGE/
FULL KEEL/KERRY KURT MUSIC CR
A LITTLE TRAVELLIN' MUSIC (70) PENDING 1998 BOB ALAN/
BARRY WALSH/
LAURA VIDA JOHN JUAN MUSIC/BARRY WALSH MUSIC/WILDERNESS MUSIC CR
A LONG WAY FROM LOVE (50) PENDING 1997 DANNY WELLS/
MONICA STILES JOHN JUAN MUSIC/DIFFTUNES/SONGWRITER'S INK/MODAR CR
A ROOM GONE BLUE (50) PENDING 1997 BOB ALAN/
CHARLIE KELLY JOHN JUAN MUSIC/FROLIG/PALMER CR
A WORLD WITHOUT YOU (50) PENDING 1997 BOB ALANKENNY BEARD JOHN JUAN MUSIC/NEW CLARION MUSIC CR
AFTER ALL(50) PENDING 1997 GREGG SWINT/
DOUG GILL JOHN JUAN MUSIC CR
AIN'T BEEN THERE (16.6) PENDING 1997 JERRY LASETER/
EARL CLARK/
J. JACKSON JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/O TEX MUSIC/
ACUFF-ROSE MUSIC CR
AIN'T THAT LIKE LOVE(50) PENDING 1997 WELLS/DAVIS JOHN JUAN MUSIC CR
ALL BREAKS DOWN (50) PENDING 1997 RONNA REEVES/
JERRY DALE MCFADDEN JOHN JUAN MUSIC/MONK FAMILY MUSIC CR
ALL FOR THE LOVE OF
ONE GIRL (33.3) PENDING 1997 JODY HARRIS/
JOHN RAMEY/
BOBBY TAYLOR JOHN JUAN MUSIC/SIXTEEN STARS MUSIC/SIXTEEN STARS CR
ALL I CAN DO (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
ALL I WANNA BE (50) PENDING 1997 BOB ALLEN/
CHRISTI DANNEMILLER JOHN JUAN MUSIC/RED DRUM MUSIC CR
ALL IN THE NAME OF LOVE (50) PENDING 1998 BOB ALAN/
LARRY COPLIN JOHN JUAN MUSIC/PENDING GO
ALL SHE NEEDED(50) PENDING 1997 DANNY WELLS/
JOHN SHARP JOHN JUAN MUSIC CR
ALL YOU'VE GOTTA BE (50) PENDING 1997 BOB ALAN/
LINDY GRAVELLE JOHN JUAN MUSIC/ CR
ALONE FOR THE RIDE(33.3) PENDING 1997 MICHAEL/PRATHER/
WIMBERLY JOHN JUAN MUSIC CR
AND THEN SOME (66.6) PENDING 1997 HARRIS/WARE/RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
ANY EYES BUT MINE (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
ANYTHNIG GOES WHEN
EVERYTHING'S GONE (50) PENDING 1998 JODY HARRIS/
JOHN RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
AS FAR AS MY HEART'S
EVER BEEN(50) PENDING 1997 DANNY WELLS/
JOHN SHARP JOHN JUAN MUSIC CR
BABY DON'T GO THERE (70) PENDING 1998 BOB SIMON/
LAURA VIDA JOHN JUAN MUSIC/KNOX MUSIC/WILDERNESS MUSIC CR
BAD ONE, THE(50) PENDING 1997 LARRY BARTLEY JOHN JUAN MUSIC CR
BAG OF CHIPS (50) PENDING 1997 JERRY LASETER/
KERRY KURT PHILLIPS JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC CR
BALLGAME IN THE SKY (33.3) PENDING 1997 BOB SIMON/
JANE MARIASH/
JIM HURT JOHN JUAN MUSIC/KNOX MUSIC CR
BARKIN' UP THE WRONG
TREE(66.6) PENDING 1997 HARRIS/DONAHUE/
SEIGHMAN JOHN JUAN MUSIC CR
BEHIND THE GLASS(50) PENDING 1997 DONAHUE/SEIGHMAN JOHN JUAN MUSIC CR
BELIEVE (50) PENDING 1997 DANNY WELLS/
BOB ALAN JOHN JUAN MUSIC/??? CR
BEND IN THE RIVER (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
BETTER CATCH THIS GIRL (45) PENDING 1997 LAURA VIDA/
JIM PEMBERTON JOHN JUAN MUSIC/WILDERNESS MUSIC/FAT SAM MUSIC CR
BETWEEN A WOMAN AND A MAN (50) PENDING 1997 BOB ALLAN/
TOMMY LEE JAMES JOHN JUAN MUSIC/STILL WORKING MUSIC CR
BLAME IT ON EL NINO (50) PENDING 1998 JODY HARRIS/
MICHAEL HUFFMAN JOHN JUAN MUSIC/DIXIE STARS MUSIC
BLINDSIDED BY LOVE (45) PENDING 1997 LAURA VIDA/
S. MCCLINTOCK JOHN JUAN MUSIC/WILDERNESS MUSIC/MCJAMES MUSIC CR
BLUE ROSES(33.3) PENDING 1997 HARRIS/PRATHER/
WIMBERLY JOHN JUAN MUSIC CR
BLUE WATER ROAD(33.3) PENDING 1997 WELLS/OGLESBY/
PRESTWOOD JOHN JUAN MUSIC CR
BRAND NEW DAY(50) PENDING 1997 ALAN RHODY/
DAVID MALLETT JOHN JUAN MUSIC CR
BUSINESS OF LOVE (33.3) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
CAN YOU DANCE THE DANCE (50) PENDING 1997 MARTY BROWN/
LIZA JANE JOHN JUAN MUSIC CR
CAN'T BELIEVE ALL YOU
FEEL (50) PENDING 1997 JODY HARRIS/
PHIL JONES JOHN JUAN MUSIC/NO PUBLISHING CR
CAN'T KEEP A COWBOY FROM
HIS RODEO(66.6) PENDING 1997 CLARK/GARZA/GARZA JOHN JUAN MUSIC CR
CAN'T YOU HEAR MY
HEART (33.3) PENDING 1997 HARRIS/DOBBINS/
RAMEY JOHN JUAN MUSIC/DIXIE STARS MUSIC/SIXTEEN STARS MUSIC CR
CASANOVA COWBOY(66.6) PENDING 1997 DONAHUE/MICHAEL/
SEIGHMAN JOHN JUAN MUSIC CR
CHAIN OF PAIN (45) PENDING 1997 LAURA VIDA/
DANNY POTTER JOHN JUAN MUSIC/WILDERNESS/SELF PUBLISHED CR
CHAMPAGNE DREAMS ON A BEER
BUDGET (50) PENDING 1997 BOB SIMON/
JIM ALLISON/
JEFF RAYMOND JOHN JUAN MUSIC/KNOX MUSIC CR
CHECK YES OR NO(50) PENDING 1997 DANNY WELLS/
DANA OGLESBY JOHN JUAN MUSIC CR
CHIPS (25) PENDING 1997 JERRY LASETER/
KARI K. PHILIPS JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/API MUSIC CR
CHRISTMAS WITHOUT HOLLY (50) PENDING 1997 PATRICK M. LEHMBERG/
LUANNA TERRY JOHN JUAN MUSIC/SELF-PUB CR
CLOSER(50) PENDING 1997 DANNY WELLS/
CRAIG WISEMAN JOHN JUAN MUSIC CR
COLOR ME COUNTRY(50) PENDING 1997 PATRICK MICHAEL/
BILL SEIGHMAN JOHN JUAN MUSIC CR
</TABLE>
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<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COME FIRST LIGHT(50) PENDING 1997 ALAN RHODY/
CHARLIE BLACK JOHN JUAN MUSIC CR
COME TO ME (33.3) PENDING 1997 JODY HARRIS/
ALAN LANEY/
BOBBY TAYLOR JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
COMPLETELY (50) PENDING 1997 JODY HARRIS/
PATRICK MICHAEL JOHN JUAN MUSIC CR
COUNTRY AIN'T AS COUNTRY (50) PENDING 1997 BOB ALAN/BOB WALSH JOHN JUAN MUSIC/BARRY WALSH MUSIC CR
COWBOY CADILLAC(50) PENDING 1997 DANNY WELLS/
CRAIG WISEMAN JOHN JUAN MUSIC CR
DADDY'S BACK POCKET(25) PENDING 1997 ALAN RHODY/
BOBBY TAYLOR JOHN JUAN MUSIC CR
DANGEROUS WAY TO LOVE (95) PENDING 1997 LAURA VIDA/
MICHAEL WARE JOHN JUAN MUSIC/WILDERNESS MUSIC CR
DESPERATE MEASURES(50) PENDING 1997 GREGG SWINT/
CHUCK JONES JOHN JUAN MUSIC CR
DIRT ROAD(50) PENDING 1997 JODY HARRIS/
FRANK JEFFUS JOHN JUAN MUSIC CR
DO I REMEMBER YOU(66.6) PENDING 1997 KOSTAS/ATKINS/
SEIGHMAN JOHN JUAN MUSIC CR
DO YOU (50) PENDING 1997 DANNY WELLS/
KARL HASTEN JOHN JUAN MUSIC/??? CR
DO YOU HELP HER MAKE
THE BED (50) PENDING 1997 MARTY BROWN/
LIZA JANE JOHN JUAN MUSIC CR
DOLL HOUSE (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK MUSIC CR
DON'T TELL A DREAMER (50) PENDING 1997 DANNY WELLS/
KARL HASTEN JOHN JUAN MUSIC/??? CR
DREAMIN' AS CLOSE AS I CAN
GET TO YOU(50) PENDING 1997 A. GARZA/R. RECTOR JOHN JUAN MUSIC CR
DREAMS CRASHIN' DOWN(50) PENDING 1997 D. WELLS/J. SHARP JOHN JUAN MUSIC CR
EDEN ROC MOTEL(33.3) PENDING 1997 DONAHUE/SEIGHMAN/
WIMBERLY JOHN JUAN MUSIC CR
EMMALINE (16.67) PENDING 1998 RICK WILLIAMSON/
MICHALE HUFFMAN/
ALAN LANEY JOHN JUAN MUSIC/BEAN BAG MUSIC/DIXIE STARS/
HUFF-STUFF/SIXTEEN STARS MUSIC CR
END OF ME, THE(33.3) PENDING 1997 OGLESBY/CLARK/WELLS JOHN JUAN MUSIC CR
FALLIN' TILL I LET YOU
GO (50) PENDING 1997 STEVE CLARK/
LUKE REED JOHN JUAN MUSIC/CARNEVAL MUSIC CR
FALLING FOR YOU (95) PENDING 1997 BOB ALAN/LAURA VIDA JOHN JUAN MUSIC/WILDERNESS MUSIC CR
FAR CRY FROM OVER YOU (33.3) PENDING 1997 JODY HARRIS/
JOHN RAMEY/
STEPHANIE ROSE JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
FEEL IT NOW (33.3) PENDING 1997 BOB ALAN/
DEBRA BARSHA/
PATTI AUSTIN JOHN JUAN MUSIC/MIND OVER MUSIC/YIPPITY YIPPITY MUSIC CR
FINISHING TOUCH (50) PA860077 1997 JODY HARRIS/
KEN MCGOVERN JOHN JUAN MUSIC/SACK FULL OF SONGS CR
FIRES OF HOME (90) PENDING 1997 CHRISTIAN STRIGNANO/
E. MIHAILOV JOHN JUAN MUSIC/GRAN CORTEO MUSIC CR
FOR OLD TIMES SAKE (50) PENDING 1997 JODY HARRIS/
MIKE PYLE/
DON PFRIMMER JOHN JUAN MUSIC/AMR/PRIDE MUSIC CR
FOR THE LONG HAUL(33.3) PENDING 1997 DONAHUE/SEIGHMAN/
WIMBERLY JOHN JUAN MUSIC CR
FOR THE REST OF MY
LOVE (33.3) PENDING 1997 DANNY WELLS/
MARTY RUSHING JOHN JUAN MUSIC/??? CR
FOREVER IS SO
MISUNDERSTOOD (33.3) PENDING 1997 HARRIS/KEES/HUFFMAN JOHN JUAN MUSIC/ACUFF-ROSE MUSIC/DIXIE STARS MUSIC CR
FROM THE HEART (50) PENDING 1998 MICHAEL WARE/
KRISTY DECK JOHN JUAN MUSIC/??? CR
FROM THIS MOMENT ON (33.3) PENDING 1997 HARRIS/KEES/HUFFMAN JOHN JUAN MUSIC/ACUFF-ROSE MUSIC/DIXIE STARS MUSIC CR
FULL MOON FOOL(50) PENDING 1997 J. HARRIS/J. HUNTER JOHN JUAN MUSIC CR
FUNNY YOU SHOULD ASK (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
GETTIN' THROUGH THE
HEARTACHE (33.33) PENDING 1998 JODY HARRIS/
MICHAEL WARE/
MIKE PYLE JOHN JUAN MUSIC/BMG SONGS, INC. CR
GIVE IT A PUSH(50) PENDING 1997 A. RHODY/K. WALLACE/ JOHN JUAN MUSIC CR
GIVE ME A BREAK (45) PENDING 1997 LAURA VIDA/
DWAYNA LITZ JOHN JUAN MUSIC/WILDERNESS/SQUARE SOUTH MUSIC CR
GOING STRONG (33.3) PENDING 1997 JODY HARRIS/
B. TAYLOR/J. RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
GONNA SUE MYSELF(50) PENDING 1997 DONAHUE/RHODY JOHN JUAN MUSIC CR
GOOD NEWS/BAD NEWS (50) PENDING 1997 JERRY LASETER/
BUDDY BROCK JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/
ACUFF-ROSE MUSIC CR
GOOD 'OL BOY THAT LOVES
STOCK CARS(33.3) PENDING 1997 CLARK/WELLS/LAMBERT JOHN JUAN MUSIC CR
GOODBYE (50) PENDING 1997 PATRICK M. LEHMBERG/
BOB ALAN JOHN JUAN MUSIC CR
GOODBYE, GOODBYE (50) PENDING 1997 MARTY BROWN/
ROGER LAVOIE JOHN JUAN MUSIC/LAVOIE PUB. CR
GOTTA GET IT WHILE THE
GETTIN'S GOOD (50) PENDING 1997 BOB SIMON/
DOUG GILMORE JOHN JUAN MUSIC/KNOX MUSIC CR
GUESS WHO MOVED (16.67) PENDING 1998 RICK WILLIAMSON/
ANTHONY SMITH/
ALAN LANEY JOHN JUAN MUSIC/BEAN BAG MUSIC/SIXTEEN STARS MUSIC CR
HARLEY ON THE HIGHWAY PENDING 1998 RICK WILLIAMSON/
IAN FERGUSON JOHN JUAN MUSIC/BEAN BAG MUSIC/SIXTEEN STARS MUSIC CR
HAVE LOVE WILL TRAVEL(50) PENDING 1997 SWINT/JONES JOHN JUAN MUSIC CR
HE DRANK HER OUT OF HIS
LIFE (45) PENDING 1997 LAURA VIDA/
JIM PEMBERTON JOHN JUAN MUSIC/WILDERNESS MUSIC/ FAT SAM MUSIC CR
HEART ON HOLD (50) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
HEARTS WERE MADE TO BE
BROKEN(25) PENDING 1997 BARTLEY/ROBKOFF JOHN JUAN MUSIC CR
HEAVEN ENOUGH FOR ME (50) PENDING 1997 DANNY WELLS/
CRAIG WISEMAN JOHN JUAN MUSIC/ALMO MUSIC CORP./DADDY RABBIT MUSIC CR
HEAVEN IN YOUR EYES
TONIGHT (50) PENDING 1997 BOB ALAN/
TOMMY LEE JAMES JOHN JUAN MUSIC/STILL WORKING MUSIC CR
HER AND THE SUNSET KID(50) PENDING 1997 A. RHODY/B. TAYLOR JOHN JUAN MUSIC CR
HERE GOES NOTHING (50) PENDING 1998 MICHAEL B. WARE/
CLIFF GARROW JOHN JUAN MUSIC/SELF-PUB CR
HERE YOU ARE PENDING 1997 BOB ALAN/
B. J. WILLIAMS JOHN JUAN MUSIC/PENDING CR
HERE'S THE DEAL (50) 863862 1997 JODY HARRIS/
BOBBY TAYLOR JOHN JUAN MUSIC CR
HILL BEHIND THE HOUSE,
THE (16.67) PENDING 1997 BOB SIMON/
STEVE CLARK/
JIMMY LAMBERT JOHN JUAN MUSIC/KNOX MUSIC/VICTORIA KAY MUSIC CR
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<S> <C> <C> <C> <C> <C> <C>
HIS FAVORITE THING TO DO (50) PENDING 1998 MENTOR WILLIAMS/
DENISE DRAPER JOHN JUAN MUSIC/VICTORIA KAY MUSIC CR
HOLDIN' ON WITH ALL MY
HEART (50) PENDING 1997 JODY HARRIS/
SHARA JOHNSON JOHN JUAN MUSIC/TO THE MOON /TREE CR
HOME MOVIES(33.3) PENDING 1997 WELLS/HOOD/HASTEN JOHN JUAN MUSIC CR
HOMEMADE LOVE (50) PENDING 1997 MARTY BROWN/
STEVE CLARK JOHN JUAN MUSIC CR
HONKY TONK PARADISE (16.67) PENDING 1998 RICK WILLIAMSON/
MIKE HUFFMAN/
BRAD MARTIN JOHN JUAN MUSIC/BEAN BAG MUSIC/DIXIE STARS MUSIC/
HUFF-STUFF MUSIC/BLAKE MEVIS/JOE CARTER CR
HOW COULD I (33.3) PENDING 1997 PATRICK M. LEHMBERG/
DEPSY/MILLS JOHN JUAN MUSIC CR
HOW COULD I KNOW(50) PENDING 1997 DONAHUE/SEIGHMAN JOHN JUAN MUSIC CR
HOW DO I TELL YOU NOW (50) PENDING 1997 JODY HARRIS/
BOBBY TAYLOR JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
HOW FAR CAN ONE MAN FALL (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
HOW'S YOUR HEART (45) PENDING 1997 VIDA/DANNY POTTER JOHN JUAN MUSIC/WILDERNESS/SELF PUBLISHED CR
I CAN'T LOVE YOU THAT
MUCH (45) PENDING 1997 LAURA VIDA/
DWAYNA LITZ JOHN JUAN MUSIC/WILDERNESS/SQUARE SOUTH MUSIC CR
I CAN'T STAND LONELY PENDING 1997 PATRICK M. LEHMBERG/
SPADY BRANNAN JOHN JUAN MUSIC/SPADY MUSIC/MAGNOLIA HILL CR
I COULDN'T FALL IN LOVE
TONIGHT (50) PENDING 1997 JODY HARRIS/
ERIC DAVIS JOHN JUAN MUSIC/NO PUBLISHING CR
I CRIED (100) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
I DIDN'T WANNA LOVE YOU (45) PENDING 1997 LAURA VIDA/
RHONDA HART JOHN JUAN MUSIC/WILDERNESS MUSIC CR
I DON'T DO LONELY(50) PENDING 1997 A. RHODY/R. BOURKE JOHN JUAN MUSIC CR
I DON'T WANNA MISS YOU
LIKE THIS (45) PENDING 1998 LAURA VIDA/
GLEN ALLEN JOHN JUAN MUSIC/WILDERNESS MUSIC CR
I HAVE YET TO SEE THE
LIGHT(25) PENDING 1997 A. RHODY/R. BOURKE JOHN JUAN MUSIC CR
I KEEP ON REACHING (25) PENDING 1998 BOB SIMON/
ANNE REEVES JOHN JUAN MUSIC/KNOX MUSIC CR
I KNOW WHERE YOU'RE COMIN'
FROM(66.6) PENDING 1997 DONAHUE/LEHMBERG/
WIMBERLY JOHN JUAN MUSIC CR
I LET YOU HURT ME (45) PENDING 1997 VIDA/JAN BUCKINGHAM JOHN JUAN MUSIC/WILDERNESS MUSIC/WARNER CHAPPELL CR
I LIKE TO DRIVE(25) PENDING 1997 A. RHODY/B. TAYLOR JOHN JUAN MUSIC CR
I MADE A WISH(33.3) PENDING 1997 HARRIS/LASSITER/
VICORIZ JOHN JUAN MUSIC CR
I WANT TO BE THE
REASON(33.3) PENDING 1997 DONAHUE/SEIGHMAN/
LYNN JOHN JUAN MUSIC CR
IF HEAVEN DON'T HAVE A
DANCEFLOOR(50) PENDING 1997 WELLS/LAND JOHN JUAN MUSIC CR
IF LOVE (50) PENDING 1997 BOB ALAN/
TOMMY LEE JAMES JOHN JUAN MUSIC/STILL WORKING MUSIC CR
IF LOVE HAD A HEART (33.3) PENDING 1997 BOB SIMON/CHAD TROUT JOHN JUAN MUSIC/KNOX MUSIC CR
IF THESE WALLS COULD
TALK (50) PENDING 1997 MARTY BROWN/
CARRIE CLEAVER JOHN JUAN MUSIC CR
IF YOU ASK ME (45) PENDING 1997 LAURA VIDA/
CHUCK MELUGIN JOHN JUAN MUSIC/WILDERNESS/HARLAN HOWARD SONGS CR
IF YOU DON'T LOVE ME (33.3) PENDING 1997 JODY HARRIS/
J. RAMEY/D. KEES JOHN JUAN MUSIC/SIXTEEN STARS MUSIC/ACUFF-ROSE MUSIC CR
IF YOU NEVER TRY(33.3) PENDING 1997 SWINT/JONES/
S. HARRIS JOHN JUAN MUSIC CR
IF YOU WOULD LET ME IN YOUR
HEART(25) PENDING 1997 OLDERMAN/LITZ JOHN JUAN MUSIC CR
I'M ALRIGHT NOW (50) PENDING 1997 JODY HARRIS/
MIKE PYLE JOHN JUAN MUSIC/AVI JOHN W. MUSIC CR
I'M GOIN' NOWHERE IN A
HURRY(50) PENDING 1997 CLARK/HARRIS JOHN JUAN MUSIC CR
I'M THE GIRL I USED TO
KNOW (45) PENDING 1997 LAURA VIDA/
DWAYNA LITZ JOHN JUAN MUSIC/WILDERNESS/SQUARE SOUTH MUSIC CR
I'M UNDER A ROCK(66.6) PENDING 1997 MICHAEL/DONAHUE/
SEIGHMAN JOHN JUAN MUSIC CR
IN GOD'S HANDS (16.67) PENDING 1998 STEVE CLARK/
BOB SIMON/
JOHNNY MACRAE JOHN JUAN MUSIC/VICTORIA KAY MUSIC/KNOX MUSIC/
BMG SONGS, INC/BIG BEAGLES/TENNESSEE RIDGE RUNNERS GO
IN LOVE AGAIN (50) PENDING 1997 BOB ALLEN/
TOMMY LEE JAMES JOHN JUAN MUSIC/STILL WORKING MUSIC
HOLLY VAN BEMMEL CR
IN THE DARKNESS(45) PENDING 1998 LAURA VIDA/POTTER JOHN JUAN MUSIC/WILDERNESS MUSIC/DOGWOOD CR
IN YOU (25) PENDING 1997 BOB SIMON/
JIM ALLISON JOHN JUAN MUSIC/KNOX MUSIC/ALLISONGS CR
IS IT GOOD FOR YOU (50) PENDING 1998 MICHAEL WARE/
SPADY BRANNAN JOHN JUAN MUSIC/SCOTT AND SODA MUSIC CR
IT COULD BE LIKE THIS (33.3) PENDING 1997 DANNY WELLS/
JOY SWINER/
MONICA STILES JOHN JUAN MUSIC/SONGWRITERS INK/DIFFTUNES/MODAR CR
IT'S ALL THE SAME TO ME (50) PA853411 1997 JERRY LASETER/
KARI K. PHILIPS JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/API MUSIC CR
IT'S ENOUGH TO MAKE A GROWN
MAN CRY (25) PENDING 1997 BOB SIMON/
DOUG GILMORE JOHN JUAN MUSIC/KNOX MUSIC CR
IT'S EXACTLY WHAT I
THINK (50) PENDING 1998 JODY HARRIS/
ERIC DAVIS JOHN JUAN MUSIC/SELF PUB CR
IT'S YOU (50) PENDING 1997 JERRY LASETER/
DAVID STEWART JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/OPEN-PUB CR
I'VE BEEN TALKING TO HIM (50) PENDING 1997 MARTY BROWN/
STEVE CLARK JOHN JUAN MUSIC CR
JEANNIE IN THE BOTTLE(66.6) PENDING 1997 DONAHUE/SEIGHMAN/
JENKINS JOHN JUAN MUSIC CR
JIMMY & JESUS(50) PENDING 1997 OGLESBY/WELLS JOHN JUAN MUSIC CR
JUST ANOTHER DAY (25) PENDING 1998 RICK WILLIAMSON/
BRAD MARTIN JOHN JUAN MUSICBEAN BAG MUSIC/JOE CARTER/BLAKE MEVIS CR
JUST LUCKY I GUESS (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
KNOWING WHAT I KNOW NOW (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
LADDER, THE (50) PENDING 1997 BOB ALAN/
CHARLIE KELLY JOHN JUAN MUSIC/FROLIG/PALMER CR
LAURA'S LITTLE DREAM (45) PENDING 1997 VIDA/RORY LEE JOHN JUAN MUSIC/WILDERNESS/MELANIE HOWARD MUSIC CR
LEARNING HOW TO LAUGH (50) PENDING 1997 BOB ALAN/
TOMMY LEE JAMES JOHN JUAN MUSIC/STILL WORKING MUSIC CR
LET HER BE A WOMAN (16.67) PENDING 1998 BOB SIMON/
STEVE CLARK/
JOHNNY MACRAE JOHN JUAN MUSIC/KNOX MUSIC/VICTORIA KAY MUSIC/
BMG SONGS/BIG BEAGLES/TENNESSEE RIDGE RUNNER CR
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TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
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<S> <C> <C> <C> <C> <C> <C>
LET'S GO DUTCH (45) PENDING 1998 LAURA VIDA/
HOPE CHANCE JOHN JUAN MUSIC/WILDERNESS MUSIC/SELF-PUBLISHED CR
LET'S TAKE ANOTHER
LOOK (16.67) PENDING 1998 RICK WILLIAMSON/
BRAD MARTIN/
VICKIE MCGEHEE JOHN JUAN MUSIC/BEAN BAG MUSIC/BLAKE MEVIS/
JOE CARTER/SONY/ATV/TREE CR
LITTLE BIT OF HEAVEN (45) PENDING 1997 VIDA/LONNIE WILSON JOHN JUAN MUSIC/WILDERNESS/ZOMBA MUSIC PUBLISHING CR
LOOK WHAT YOU MADE ME DO PENDING 1997 PATRICK M. LEHMBERG/
SPADY BRANNAN JOHN JUAN MUSIC/MAGNOLIA HILL/SPADY MUSIC
HOLLY VAN BEMMEL CR
LOOK WHAT YOU'VE DONE TO
ME (50) PENDING 1997 PATRICK M. LEHMBERG/
SPADY BRANNAN JOHN JUAN MUSIC/MAGNOLIA HILL/SPADY MUSIC CR
LOST LOVE IN THIS TOWN (33.3) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
LOUISE (25) PENDING 1998 RICK WILLIAMSON/
BRAD MARTIN JOHN JUAN MUSIC/BEAN BAG MUSIC/JOE CARTER/
BLAKE MEVIS CR
LOVE A LITTLE
STRONGER(16.67) PENDING 1997 SWINT/JONES/
CRITTENDEN JOHN JUAN MUSIC CR
LOVE AFTER ALL (75) PENDING 1997 BOB SIMON/
ALAN RHODY JOHN JUAN MUSIC/KNOX MUSIC CR
LOVE AIN'T FREE(50) PENDING 1997 WELLS/LAND JOHN JUAN MUSIC CR
LOVE ALWAYS GETS IN THE WAY
OF GOODBYE (66.6) PENDING 1997 HARRIS/WARE/HOPKINS JOHN JUAN MUSIC/UNKNOWN CR
LOVE AND LEARN (50) PENDING 1997 JODY HARRIS/
JOHN RAMEY/
MIKE WARE JOHN JUAN MUSIC/SIXTEEN STARS MUSIC/JOHN JUAN CR
LOVE DOESN'T COME WITH
INSTRUCTIONS(50) PENDING 1997 MICHAEL/WIMBERLY JOHN JUAN MUSIC CR
LOVE LOVE LOVE (25) PENDING 1997 BOB SIMON/
JIM ALLISON JOHN JUAN MUSIC/KNOX MUSIC/ALLISONGS CR
LOVE MADE TO LAST (50) PENDING 1997 JODY HARRIS/
JOHN RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
LOVE MY CHROME (50) PENDING 1997 DANNY WELLS/
JOHN SHARP JOHN JUAN MUSIC/SPOTTED OWL SONGS
LOVE WITH A VENGEANCE(33.3) PENDING 1997 SWINT/JONES/
CRITTENDEN JOHN JUAN MUSIC CR
LOVE'LL ALWAYS BE IN
STYLE(50) PENDING 1997 RHODY/CASWELL JOHN JUAN MUSIC CR
LOVERS IN YOUR EYES ,
THE (33.3) PENDING 1997 BOB ALAN/
DEBRA BARSHA/
PATTI AUSTIN JOHN JUAN MUSIC/MIND OVER MUSIC/
YIPPITY YIPPITY MUSIC CR
LOVE'S A LOT LIKE A
RODEO(50) PENDING 1997 WELLS/OGLESBY JOHN JUAN MUSIC CR
MAGNOLIA MOON (50) PENDING 1997 DANNY WELLS/
JOHN SHARP JOHN JUAN MUSIC/SPOTTED OWL SONGS CR
MAMA'S BOBLE DADDY'S BELT(50) PENDING 1997 WELLS/PRINCE JOHN JUAN MUSIC CR
MAN UPSTAIRS, THE (25) PENDING 1997 BOB SIMON/
JIM ALLISON JOHN JUAN MUSIC/KNOX MUSIC/ALLISONGS CR
MAYBE (30) PENDING 1997 LAURA VIDA/
DWAYNA LITZ/
CRAIG KARP JOHN JUAN MUSIC/WILDERNESS MUSIC/SQUARE SOUTH MUSIC CR
MORE TO THIS THAN THAT(33.3) PENDING 1997 HARRIS/JEFFUS/
HUFFMAN JOHN JUAN MUSIC CR
MORE WHERE THAT CAME
FROM (50) PENDING 1998 JODY HARRIS/
MIKE PYLE JOHN JUAN MUSIC/BMG SONGS, INC. CR
MY HEART AIN'T FELT THE
LAST OF YOU(50) PENDING 1997 HARRIS/ROGERS JOHN JUAN MUSIC CR
MY HEART'S NOT YOUR
PLAYGROUND (50) PENDING 1998 MICHAEL B WARE/
JOHN SCOTT SCHERILL JOHN JUAN MUSIC/LITTLE BIG TOWN/NOTHING BUT THE WOLF CR
MY LOVE IS A ROCK(75) PENDING 1997 MICHAEL/SCOTT/
ATKINS/SEIGHMAN JOHN JUAN MUSIC CR
NEXT BEST THING (16.67) PENDING 1998 RICK WILLIAMSON/
MICHAEL HUFFMAN/
BRAD MARTIN JOHN JUAN MUSIC/BEAN BAG MUSIC/DIXIE STARS MUSIC/
JOE CARTER/BLAKE MEVIS
NO NEWS IS GOOD NEWS(50) PENDING 1997 HARRIS/PYLE JOHN JUAN MUSIC CR
NO PROTECTION (45) PENDING 1998 LAURA VIDA/
STEWART HARRIS JOHN JUAN MUSIC/WILDERNESS MUSIC/EDISTO SOUND CR
NOBODY'S BLUER(50) PENDING 1997 RHODY/MAHAR JOHN JUAN MUSIC CR
NOBODY'S FOOL(33.3) PENDING 1997 CLARK/WELLS/LAMBERT JOHN JUAN MUSIC CR
OH NO NOT LOVE AGAIN(50) PENDING 1997 LARRY BARTLEY JOHN JUAN MUSIC CR
OH WHAT A WOMAN (45) PENDING 1997 LAURA VIDA/
HOPE CHANCE JOHN JUAN MUSIC/WILDERNESS MUSIC/SELF-PUBLISHED CR
ONCE IN A LIFETIME LOVE (50) PENDING 1998 BOB ALAN/
LINDY GRAVELLE JOHN JUAN MUSIC CR
ONE DAY (50) PENDING 1998 MICHAEL WARE/
JOHN GOODWIN JOHN JUAN MUSIC/??? CR
ONE DAY AWAY FROM LOSIN'
YOU (45) PENDING 1997 VIDA/TOM HARDWELL JOHN JUAN MUSIC/WILDERNESS MUSIC/EDISTO SOUND CR
ONE FOOT OUT(33.3) PENDING 1997 WELLS/ JOHN JUAN MUSIC CR
ONE GOOD REASON WHY(50) PENDING 1997 WELLS/BROCK JOHN JUAN MUSIC CR
ONE IN LONELY, THE(50) PENDING 1997 WELLS/ROBERTS JOHN JUAN MUSIC CR
ONE MORE SECOND CHANCE (50) PENDING 1998 BOB ALAN/
CHRISTIAN STRIGNANO JOHN JUAN MUSIC/DETHOM PUBLISHING CR
ONE OF THESE DAYS(50) PENDING 1997 ATKINS/SEIGHMAN JOHN JUAN MUSIC CR
ONE THOUSAND TEARS FROM
NOW (50) PENDING 1997 MARTY BROWN/
DEAN MILLER JOHN JUAN MUSIC/SONY/TREE CR
ONLY GOD KNOWS (25) PENDING 1998 STEVE CLARK/
BOB SIMON JOHN JUAN MUSIC/VICTORIA KAY MUSIC CR
ONLY ONE MAN (45) PENDING 1997 LAURA VIDA/
HOPE CHANCE JOHN JUAN MUSIC/WILDERNESS MUSIC CR
OUGHTA HAVE MY HEAD
EXAMINED(50) PENDING 1997 RHODY/CASWELL JOHN JUAN MUSIC CR
PAIN IN THE HEART(50) PENDING 1997 MICHAEL/WIMBERLY JOHN JUAN MUSIC CR
PARKIN' LOT PARTY(50) PENDING 1997 HARRIS/JEFFUS JOHN JUAN MUSIC CR
PLACES WE'VE BEEN, THE(50) PENDING 1997 DONAHUE/MCKENZIE JOHN JUAN MUSIC CR
PLOWBOY(33.3) PENDING 1997 HARRIS/FREEMAN/JONES JOHN JUAN MUSIC CR
POOR MEMORY (25) PENDING 1998 RICK WILLIAMSON/
DEBBIE HUPP JOHN JUAN MUSIC/BEAN BAG MUSIC CR
PRETTY FLOWERS (50) PENDING 1997 BOB ALAN/
LINDY GRAVELLE JOHN JUAN MUSIC CR
PRINCE OF FOOLS (50) PENDING 1997 DANNY WELLS/
LESLIE SATCHER JOHN JUAN MUSIC/? CR
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<S> <C> <C> <C> <C> <C> <C>
REBEL FROM DIXIE(50) PENDING 1997 CLARK/MCDONOUGH JOHN JUAN MUSIC CR
RECIPE OF LOVE(66.6) PENDING 1997 MICHAEL/DONAHUE/
SEIGHMAN JOHN JUAN MUSIC CR
REFLECTIONS(33.3) PENDING 1997 DONAHUE/SEIGHMAN/
JENKINS JOHN JUAN MUSIC CR
RIGHT ABOUT NOW (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK MUSIC CR
RIGHT UP MY ALLEY(50) PENDING 1997 WELLS/LAND JOHN JUAN MUSIC CR
RIVER ROAD (45) PENDING 1997 VIDA/CHUCK MELUGIN JOHN JUAN MUSIC/WILDERNESS HARLAN HOWARD SONGS CR
ROSEWOOD GUITAR (50) PENDING 1998 THOM BISHOP/
JIM TULLIO JOHN JUAN MUSIC CR
RUNNIN' OUTTA ROAD(50) PENDING 1997 MICHAEL/PELCER JOHN JUAN MUSIC CR
SAVE ME A PLACE(33.3) PENDING 1997 SWINT/JONES/
CRITTENDEN JOHN JUAN MUSIC CR
SAY GOODBYE WITH A SMILE (90) PENDING 1997 LAURA VIDA JOHN JUAN MUSIC/WILDERNESS MUSIC CR
SECRET OF LOVE, THE (12.5) PENDING 1997 BOB SIMON/
JIM ALLISON/
DAVE TROUT/
TRAVIS TROUT JOHN JUAN MUSIC/KNOX MUSIC/ALLISONGS CR
SHE DOESN'T KNOW(50) PENDING 1997 ATKINS/SEIGHMAN JOHN JUAN MUSIC CR
SHE DON'T FOOL AROUND (16.67) PENDING 1998 STEVE CLARK/
BOB SIMON/
DAVID TROUT JOHN JUAN MUSIC/VICTORIA KAY MUSIC/KNOX MUSIC CR
SHE'LL COME AROUND(33.3) PENDING 1997 SWINT/JONES/
CRITTENDEN JOHN JUAN MUSIC CR
SHE'S GONNA LOVE YOU(62.5) PENDING 1997 HARRIS/SIMON JOHN JUAN MUSIC CR
SHE'S GOT A BROKEN HEART(50) PENDING 1997 DONAHUE/DREYER JOHN JUAN MUSIC CR
SHE'S OUT OF THE COUNTRY(33.3) PENDING 1997 DONAHUE/SEIGHMAN/
WIMBERLY JOHN JUAN MUSIC CR
SHE'S PLAYIN' HARD TO
FORGET(66.6) PA812011 1997 MICHAEL/DONAHUE/
WILLIAMS JOHN JUAN MUSIC CR
SHE'S SO EASY TO LOVE (50) PENDING 1997 JODY HARRIS/
MIKE PYLE JOHN JUAN MUSIC/AVI JOHN W. MUSIC CR
SHOW ME THE LOVE (33.3) PENDING 1997 DONNY KEES/
MICHAEL HUFFMAN/
JODY HARRIS JOHN JUAN MUSIC/ACUFF-ROSE MUSIC/
DIXIE STARS MUSIC-HUFF STUFF MUSIC CR
SKIPPING STONES(50) PENDING 1997 A. DELUGO/C. WATERS JOHN JUAN MUSIC CR
SMALL TOWN LOVE(50)
SMALL TOWN LOVE(50) PENDING 1997 WELLS/MORRISON JOHN JUAN MUSIC CR
SO STRONG (33.3) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
SOME THINGS NEVER
CHANGE (16.67) PENDING 1997 RICK WILLIAMSON/
BRAD MARTIN/
ALAN LANEY JOHN JUAN MUSIC/BEAN BAG MUSIC/JOE CARTER/
BLAKE MEVIS/SIXTEEN STARS MUSIC CR
SOMEBODY NEW(50) PENDING 1997 HARRIS/MULIN JOHN JUAN MUSIC CR
SOMEBODY SOMEDAY(50) PENDING 1997 MICHAEL/SIMON JOHN JUAN MUSIC CR
SOMEBODY STOP THAT
GIRL (33.3) PENDING 1997 JODY HARRIS/
JOHN RAMEY/
BOBBY TAYLOR JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
SOMEBODY'S GONNA FALL (50) PENDING 1997 BOB ALAN/
CURTIS WRIGHT JOHN JUAN MUSIC/STARSTRUCK CR
SOMETHING FOR YOU(50) PENDING 1997 LEHMBERG/WILLIAMS JOHN JUAN MUSIC CR
SOMETHING YOU'RE NOT
TELLIN' ME(50) PENDING 1997 HARRIS/SIMON JOHN JUAN MUSIC CR
SOMETIMES IT TAKES A
BROKEN HEART (33.3) PENDING 1997 STEVE CLARK/
BUCK MOORE/
RICK FERRELL JOHN JUAN MUSIC/JANAL MUSIC/WE MAKE MUSIC CR
SOMETIMES(50) PENDING 1997 LEHMBERG/CLARK JOHN JUAN MUSIC CR
SOUTHERN BOUND (33.3) PENDING 1997 JODY HARRIS/
M. HUFFMAN/D. KEES JOHN JUAN MUSIC/DIXIE STARS MUSIC/ACUFF-ROSE MUSIC CR
STANDIN' THERE FALLIN'
FOR YOU(33.3) PENDING 1997 HARRIS/RAY/WIMBERLY JOHN JUAN MUSIC CR
START YOUR CRYIN' NOW(25) PENDING 1997 RHODY/BOURKE JOHN JUAN MUSIC CR
STICK A FORK IN ME I'M
DONE(50) PENDING 1997 J. HARRIS/M. PYLE JOHN JUAN MUSIC CR
STILL LETTING GO(50) PENDING 1997 WELLS/PYLE JOHN JUAN MUSIC CR
STILL SEEING STARS(50) PENDING 1997 WELLS/SIMPSON JOHN JUAN MUSIC CR
STRANGERS TO LOVERS (50) PENDING 1997 BOB ALAN/
CHARLIE KELLY JOHN JUAN MUSIC/FROELIG-PALMER CR
STRINGIN' ME ALONG (50) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
SUGAR COATED COTTON CANDY
ICE CREAM BABY (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
SUNDOWN SATURDAY NIGHT (50) PENDING 1997 DANNY WELLS/
JOHN SHARP JOHN JUAN MUSIC/SPOTTED OWL SONGS CR
SURE THING(50) PENDING 1997 OGLESBY/WELLS JOHN JUAN MUSIC CR
SWEET NOTHINGS (50) PENDING 1998 RICK WILLIAMSON JOHN JUAN MUSIC/BEAN BAG MUSIC CR
SWEET VIRGINIA (50) PENDING 1998 RICK WILLIAMSON JOHN JUAN MUSIC/BEAN BAG MUSIC CR
TAKIN' THE FIRST STEP (45) PENDING 1997 LAURA VIDA/
DWAYNA LITZ JOHN JUAN MUSIC/WILDERNESS MUSIC/SQUARE SOUTH MUSIC CR
TEARS TALKIN' PENDING 1998 MICHAEL WARE/
KARLA MATTINGLY JOHN JUAN MUSIC/??? CR
TELL ME ANOTHER ONE(50) PENDING 1997 HARRIS/FREEMAN JOHN JUAN MUSIC CR
TELL ME SOMETHING I DON'T
ALREADY KNOW (45) PENDING 1997 VIDA/ERIC KAZ JOHN JUAN MUSIC/WILDERNESS/DISNEY CR
TELL SUZY I'M SORRY (25) PENDING 1997 JERRY LASETER/
KERRY KURT JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/
PHILLIPS TEXAS WEDGE MUSIC/EMDAR MUSIC CR
TEN MINUTES AGO (25) PENDING 1998 BOB SIMON/
STEVE CLARK JOHN JUAN UMUSIC/KNOX MUSIC/VICTORIA KAY MUSIC CR
THANKS TO HANK (16.67) PENDING 1998 RICK WILLIAMSON/
MICHALE HUFFMAN/
JAMES NIHAN JOHN JUAN MUSIC/BEAN BAG MUSIC/DIXIE STARS/
HUFF-STUFF/EMI APRIL/REO GLOBAL CR
THAT FLAME( ) PENDING 1997 WELLS/ JOHN JUAN MUSIC CR
THAT 'OL TRAIN(50) PENDING 1997 RHODY/SCAIFE JOHN JUAN MUSIC CR
THAT WALK( ) PENDING 1997 WELLS/ JOHN JUAN MUSIC CR
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<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
THAT WAS THE ONE(50) PENDING 1997 RHODY/MALLETT JOHN JUAN MUSIC CR
THAT WAS THEN
(THIS IS NOW)(66.6) PENDING 1997 MICHAEL/DONAHUE/CLARK JOHN JUAN MUSIC CR
THAT'S HOW LOVE GOES
AWAY(50) PENDING 1997 J. HARRIS/P. JONE JOHN JUAN MUSIC CR
THE CHANGE (50) PENDING 1998 BOB ALAN/WALT ALDRIDGE JOHN JUAN MUSIC/EMI-APRIL MUSIC INC/WALTZ TIME, INC. CR
THE LOVIN' STARTS
AT SEVEN (50) PENDING 1998 RICK WILLIAMSON JOHN JUAN MUSIC/BEAN BAG MUSIC CR
THE MORE I LOVE (33.3) PENDING 1997 J. LASETER/M. VICKERY/
L. JAMES JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/
STEPHEN FOSTER MUSIC CR
THE NAME DROPPER (25) PENDING 1998 RICK WILLIAMSON/
BILLY YATES JOHN JUAN MUSIC/BEAN BAG MUSIC/MCA/HILLBILLION CR
THE PRAYER (16.67) PENDING 1998 BOB SIMON/STEVE CLARK/ JOHN JUAN MUSIC/KNOX MUSIX/VICTORIA KAY MUSIC/
JOHNNY MACRARE BMG SONGS/BIG BEAGLES/TENNESSEE
RIDGE RUNNER MUSIC CR
THE REAL DEAL (50) PENDING 1998 THOM BISHOP/BILLY PANDA JOHN JUAN MUSIC/BODARK CR
THE TRUTH (50) PENDING 1998 JODY HARRIS/DON ELLIS JOHN JUAN MUSIC/VICTORIA KAY MUSIC CR
THE WAY I FEEL ABOUT
HER (50) PENDING 1998 BOB ALAN/SUSAN TAYLOR JOHN JUAN MUSIC/PECAN PIE MUSIC CR
THERE'S A DANGER(33.3) PENDING 1997 WELLS/OGLESBY/MORRISON JOHN JUAN MUSIC CR
THERE'S PIECES OF
THIS HEART(50) PENDING 1997 J. HARRIS/D. LOWE JOHN JUAN MUSIC CR
THIS CAN'T BE OUR
LAST GOODBYE (50) PENDING 1997 JODY HARRIS/
RICK FERRELL JOHN JUAN MUSIC/WE MAKE MUSIC CR
THIS LOVE'S GOIN
DOWN(66.6) PENDING 1997 GARZA/GARZA/RECTOR JOHN JUAN MUSIC
TIL I GET LOVE
RIGHT (50) PENDING 1998 BOB ALAN/KENT BLAZY JOHN JUAN MUSIC/KENT BLAZY CR
TIL I OPEN MY EYES PENDING 1997 LAURA VIDA/
RYAN REYNOLDS JOHN JOHN MUSIC/WILDERNESS MUSIC/BMG CR
TILL IT'S CLOSIN'
TIME (50) PENDING 1997 BOB ALAN/LINDY GRAVELLE JOHN JUAN MUSIC/PENDING CR
TIME FOR TENDERNESS (45) PENDING 1997 VIDA/STEWART HARRIS JOHN JUAN MUSIC/WILDERNESS MUSIC/EDISTO SOUND CR
TODAY AIN'T THAT DAY
ANYMORE (16.67) PENDING 1998 BOB SIMON/STEVE CLARK/ JOHN JUAN MUSIC/KNOX MUSIC/VICTORIA KAY MUSIC CR
JIMMY LAMBERT
TOO MUCH TO DREAM (25) PENDING 1997 JERRY LASETER/
M. VICKERY JOHN JUAN MUSIC/DON'T TELL MAMA MUSIC/UNKNOWN CR
TOOK A TURN FOR THE
WORSE (90) PENDING 1998 LAURA VIDA JOHN JUAN MUSIC/WILDERNESS MUSIC CR
TRAIN LEAVING DALLAS (50) PENDING 1998 THOM BISHOP/BILLY PANDA JOHN JUAN MUSIC/BODARK CR
TREAT ME LIKE A DOG(50) PENDING 1997 WELLS/LAND JOHN JUAN MUSIC CR
TURN THE RADIO ON (50) PENDING 1998 BOB ALAN/LINDY GRAVELLE JOHN JUAN MUSIC CR
TWISTING AT THE END OF
MY ROPE (50) PENDING 1998 THOM BISHOP/BILLY PANDA JOHN JUAN MUSIC/BODARK MUSIC CR
UNBREAKABLE HEART (50) PENDING 1997 DANNY WELLS/
CRAIG WISEMAN JOHN JUAN MUSIC/ALMO MUSIC CORP./DADDY RABBIT MUSIC CR
UNBREAKABLE LOVE (45) PENDING 1997 LAURA VIDA/KIM DAY JOHN JUAN MUSIC/WILDERNESS MUSIC/CHART EXPEDITION CR
UNTIED (45) PENDING 1997 LAURA VIDA/GARY CULLEY JOHN JUAN MUSIC/WILDERNESS MUSIC/EDISTO SOUND CR
UNTIL THE RAIN IS
GONE(50) PENDING 1997 LEHMBERG/WILLIAMS JOHN JUAN MUSIC CR
UNTIL THEN (50) PENDING 1997 JODY HARRIS/MIKE PYLE JOHN JUAN MUSIC/AVI JOHN W. MUSIC CR
UP THAT HILL(50) PENDING 1997 MICHAEL/WIMBERLY JOHN JUAN MUSIC CR
VANDALIA (50) PENDING 1998 THOM BISHOP/BILLY PANDA JOHN JUAN MUSIC/BODARK CR
WAITIN IN THE WINGS (45) PENDING 1997 LAURA VIDA/
JIM PEMBERTON JOHN JUAN MUSIC/WILDERNESS MUSIC/FAT SAM MUSIC CR
WALK AMONG THE STARS (50) PENDING 1997 BOB ALAN/LINDY GRAVELLE JOHN JUAN MUSIC CR
WAY I BELIEVE IN YOU ,
THE(45) PENDING 1997 LAURA VIDA/HOPE CHANCE JOHN JUAN MUSIC/WILDERNESS MUSIC/SELF-PUBLISHED CR
WE BEAT THE SYSTEM(50) PENDING 1997 A. GARZA/R. RECTOR JOHN JUAN MUSIC CR
WE CAN'T LOSE(33.3) PENDING 1997 SWINT/JONES/CRITTENDON JOHN JUAN MUSIC CR
WE USED TO BE FRIENDS (45) PENDING 1998 LAURA VIDA/
REBEKAH DEL RIO JOHN JUAN MUSIC/WILDERNESS MUSIC/BAJA BASEMENT MUSIC CR
WHAT LOVERS DO (16.67) PENDING 1998 RICK WILLIAMSON/
BRAD MARTIN/
MIKE GEIGER JOHN JUAN MUSIC/BEAN BAG MUSIC/BLAKE MEVIS/
JOE CARTER/SIXTEEN STARS/BELLE GLADE CR
WHAT THE DEVIL LOVES (50) PENDING 1998 THOM BISHOP/FRED KOLLER JOHN JUAN MUSIC/SONGS OF POLYGRAM INT'L, INC./
BUFFALO ROAD MUSIC
WHAT WOULD YOU SAY(50) PENDING 1997 CLARK/DONAHUE JOHN JUAN MUSIC CR
WHATEVER HAPPENED TO US (50) PENDING 1997 JODY HARRIS/RICK MARINO JOHN JUAN MUSIC/NO PUBLISHING CR
WHEN I THINK ABOUT YOU(50) PENDING 1997 OGLESBY/WELLS JOHN JUAN MUSIC CR
WHEN LOVE WALKS AWAY (50) PENDING 1997 DANNY WELLS/
DENISE DAVIS JOHN JUAN MUSIC/LIFE OF THE RECORD MUSIC CR
WHEN LOVE WAS ALL WE HAD (50) PENDING 1997 JERRY LASETER/
KERRY KURT PHILLIPS JOHN JUAN MUSIC/DON/T TELL MAMA MUSIC/TEXAS WEDGE/
EMDAR MUSIC CR
WHEN THE BILLS PILE UP (50) PENDING 1997 MARTY BROWN/TOMMY SMITH JOHN JUAN MUSIC/PIANO TUNER MUSIC CR
WHEN YOU LEAVE YOUR HEART
BEHIND(50) PENDING 1997 CLARK/HARRIS JOHN JUAN MUSIC CR
WHERE ANGELS FLY (33.3) PENDING 1997 PATRICK MICHAEL/
SPADY BRANNAN/
JIM COLLINS JOHN JUAN MUSIC/MAGNOLIA HILL/EMI BLACKWOOD
HOLLY VAN BEMMEL CR
WHERE DO WE GO FROM HERE(50) PENDING 1997 HARRIS/LOCKRIDGE JOHN JUAN MUSIC CR
WHERE EAGLES FLY (33.3) PENDING 1997 DON ELLIS/
JIM ALLISON/
BILLY MONTANA JOHN JUAN MUSIC/ALLISONGS/MAGNOTONE CR
WHERE THERE'S SMOKE (50) PENDING 1998 THOM BISHOP/
BILLY PANDA JOHN JUAN MUSIC/BODARK CR
WHERE YOU'RE COMING FROM (50) PENDING 1997 DANNY WELLS/
JOHN NANCE SHARP JOHN JUAN MUSIC/SPOTTED OWL SONGS CR
WHEREVER YOU ARE (45) PENDING 1997 LAURA VIDA/DWAYNA LITZ JOHN JUAN MUSIC/WILDERNESS/SQUARE SOUTH MUSIC CR
WHO AM I(50) PENDING 1997 RHODY/GILL JOHN JUAN MUSIC CR
WHY DO WE FIGHT(50) PENDING 1997 RHODY/KEY JOHN JUAN MUSIC CR
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TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WHY EVEN TRY(50) PENDING 1997 HARRIS/RAY/WIMBERLY JOHN JUAN MUSIC CR
WINGS OF A DREAM(66.6) PENDING 1997 MICHAEL/DONAHUE/
SEIGHMAN JOHN JUAN MUSIC CR
WISHFUL DRINKING (50) PENDING 1997 MARTY BROWN/SHAWN CAMP JOHN JUAN MUSIC/SHAWN CAMP MUSIC/
FORESHADOW SONGS, INC. CR
WITH ANY LUCK AT ALL (50) PENDING 1998 STEVE CLARK/BOB SIMON/
MICHAEL WARE JOHN JUAN MUSIC/VICTORIA KAY MUSIC CR
WOULD FOREVER BE TOO MUCH
TO ASK (50) PENDING 1997 JODY HARRIS/JOHN RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
WOULD YOU (95) PENDING 1998 BOB ALAN/LAURA VIDA JOHN JUAN MUSIC/WILDERNESS MUSIC CR
YOU BRING OUT THE LOVE
INSIDE OF ME (45) PENDING 1997 LAURA VIDA/HOPE CHANCE JOHN JUAN MUSIC/WILDERNESS MUSIC CR
YOU FILL MY SAILS WITH
LOVE (25) PENDING 1997 BOB SIMON/JIM ALLISON JOHN JUAN MUSIC/KNOX MUSIC/ALLISONGS CR
YOU LET HIM (50) PENDING 1998 THOM BISHOP/BILLY PANDA JOHN JUAN MUSIC/BODARK CR
YOU SHOULD TALK (33.3) PENDING 1997 JODY HARRIS/
BOBBY TAYLOR/J. RAMEY JOHN JUAN MUSIC/SIXTEEN STARS MUSIC CR
YOUR EVERY WORD (50) PENDING 1997 DANNY WELLS/JOHN SHARP JOHN JUAN MUSIC/SPOTTED OWL SONGS CR
YOUR KISSES GIVE YOU
AWAY (50) PENDING 1997 MARTY BROWN/
OATIE BLACKMAN JOHN JUAN MUSIC/GYPSY HYMNS CR
YOUR LOVE AIN'T LEAVIN' (45) PENDING 1998 LAURA VIDA/GARY CULLEY JOHN JUAN MUSIC/WILDERNESS MUSIC/EDISTO SOUND CR
YOU'RE ALL OVER ME(50) PENDING 1997 S. JUST/J. NORTHRUP JOHN JUAN MUSIC CR
YOU'RE BACKIN' UP(33.3) PENDING 1997 SWINT/JONES/WATERS JOHN JUAN MUSIC CR
YOU'VE GOT TO HAND IT TO
ME(33.3) PENDING 1997 SWINT/JONES/CRITTENDEN JOHN JUAN MUSIC CR
YOU'VE LOST ME (33.3) PENDING 1997 DON ELLIS JOHN JUAN MUSIC CR
VICTORIA KAY MUSIC
Owned
CAROLINA COWBOY PENDING 1997 DANA OGLESBY VICTORIA KAY MUSIC CR
EVERY TIME I FEEL MY
HEART BREAK PA812390 1997 CLARK/HUFFMAN/KEES VICTORIA KAY MUSIC CR
IF WE COULD TRADE PLACES PENDING 1997 D. OGLESBY/S. CLARK/
M. CLARK VICTORIA KAY MUSIC CR
NOTHIN' MORE THAN LOVE PENDING 1997 WELLS/MORRISON VICTORIA KAY MUSIC CR
OVER PENDING 1997 OGLESBY/CLARK VICTORIA KAY MUSIC CR
THIS ISN'T MY FIRST
BROKEN HEART PENDING 1997 CLARK VICTORIA KAY MUSIC CR
Co-Owned
A FOOL AND HIS MONEY(33.3) PENDING 1997 CLARK/MOORE/MACRAE VICTORIA KAY MUSIC CR
A GIRL NAMED TEXAS(50) PENDING 1997 CLARK/BROWN VICTORIA KAY MUSIC CR
A LITTLE BIT OF LOVE GOES
A LONG WAY (50) PENDING 1998 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI APRIL MUSIC/REO GLOBAL ENT. CR
A VERSE AND A CHORUS( ) PENDING 1997 WELLS/
ABSOLUT CRAZY (50) PENDING 1998 DANA HUNT OGLESBY/
WALT WILKINS VICTORIA KAY MUSIC/CAREERS-BMG CR
AM I IN LOVE ENOUGH FOR
YOU (50) PENDING 1998 RONNA REEVES/TIM NORTON VICTORIA KAY MUSIC CR
ANGELS IN THE ATTIC(50) PENDING 1997 D. OGLESBY/D. LOWERY VICTORIA KAY MUSIC CR
ANOTHER LETTER HOME(50) PENDING 1997 STEVE CLARK/MARK DREYER VICTORIA KAY MUSIC CR
ANY OLE HONKY TONK WILL DO PENDING 1997 CLARK/BROWN VICTORIA KAY MUSIC CR
BACK BEFORE THE FALL(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
BACK WHERE I COME FROM (50) PENDING 1997 RONNA REEVES/GREG CROWE VICTORIA KAY MUSIC/CROWE'S CHOICE MUSIC CR
BE MY BABY(50) PENDING 1997 S. CLARK/R.T. MACK VICTORIA KAY MUSIC CR
BEFORE WE LOSE THE FIRE(33.3) PENDING 1997 CLARK/MOORE/MACRAE VICTORIA KAY MUSIC CR
BIG HURT (33.3) PENDING 1998 DON ELLIS/STEVE DEAN/
ROB CROSBY VICTORIA KAY MUSIC/TOM COLLNS MUSIC CR
BIG TALK IN A SMALL
TOWN(33.3) PENDING 1997 OGLESBY/PRATHER/
PRESTWOOD VICTORIA KAY MUSIC CR
BLUE WATER ROAD(33.3) PENDING 1997 WELLS/OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
BRAND NEW LIFE (50) PENDING 1997 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC/MAGNOTONE CR
BROKEN-HEARTED SIDE OF
NEW ORLEANS (50) PENDING 1997 S. CLARK/BUD MCGUIRE VICTORIA KAY MUSIC/SUGAR BEND MUSIC CR
BROWN PAPER SACK(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
BY THE WIND (33.3) PENDING 1997 DON ELLIS/
BILLY MONTANA/
STEVE DEAN VICTORIA KAY MUSIC/MAGNATONE MUSIC PUBL. CR
CAN'T KEEP A COWBOY FROM
HIS RODEO(33.3) PENDING 1997 CLARK/GARZA/GARZA VICTORIA KAY MUSIC CR
CASEY AT THE BAR(33.3) PENDING 1997 S. CLARK/J. MACRAE/
B. MORRISON VICTORIA KAY MUSIC CR
CAUGHT IN THE FLAME(33.3) PENDING 1997 OGLESBY/MILLER/MILLER VICTORIA KAY MUSIC CR
CHANCE TO LOVE AGAIN(50) PENDING 1997 D. OGLESBY/C. STARNER VICTORIA KAY MUSIC CR
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TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CHECK YES OR NO(50) PENDING 1997 DANNY WELLS/
DANA OGLESBY VICTORIA KAY MUSIC CR
COUNT ME IN (50) PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI APRIL INC./REO GLOBAL ENT. CR
C-O-U-N-T-R-Y(50) PENDING 1997 CLARK/MOORE VICTORIA KAY MUSIC CR
COWGIRLS DON'T RIDE
EASY(33.3) PENDING 1997 CLARK/MOORE/MACRAE VICTORIA KAY MUSIC CR
CRAZY WOMAN(33.3) PENDING 1997 CLARK/MACRAE/MORRISON VICTORIA KAY MUSIC CR
CRUISIN'(50) PENDING 1997 OGLESBY/STARNER VICTORIA KAY MUSIC/SKS MUSIC HOLLY VAN BEMMEL CR
DANCING WITH NO MUSIC
PLAYING (50) PENDING 1997 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC/MAGNATONE MUSIC CR
DAY THE BOOTLEGGER DIED,
THE(66.6) PENDING 1997 CLARK/HELLARD/LAMBERT VICTORIA KAY MUSIC CR
DIFFERENT WAY OF DOING
THINGS (50) PENDING 1997 DON ELLIS/
STEVEN MCCLINTOCK VICTORIA KAY MUSIC/MCJAMES PUBLISHING CR
DON'T FORGET WHAT YOU'VE
GOT (50) PENDING 1998 DON ELLIS/HEATH WRIGHT VICTORIA KAY MUSIC/EMI APRIL MUSIC CR
DON'T JUST SIT THERE(33.3) PENDING 1997 CLARK/MACRAE/MORRISON VICTORIA KAY MUSIC CR
DON'T MAKE ME CRAWL(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
EASY FOR YOU (50) PENDING 1997 RONNA REEVES/
BILLY THOMAS VICTORIA KAY MUSIC/HIGH SEAS MUSIC/MANGROVE MUSIC CR
END OF ME, THE(66.6) PENDING 1997 OGLESBY/CLARK/WELLS VICTORIA KAY MUSIC CR
FATHER TO THE MAN, THE (50) PENDING 1997 CLARK/SIMON VICTORIA KAY MUSIC CR
FIVE O'CLOCK SHADOW( ) PENDING 1997 OGLESBY/
GOOD 'OL BOY THAT LOVES
STOCK CARS(66.6) PENDING 1997 CLARK/WELLS/LAMBERT VICTORIA KAY MUSIC CR
GREENVILLE(50) PENDING 1997 OGLESBY/CORLEY VICTORIA KAY MUSIC CR
HALF THE MIND (50) PENDING 1998 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC/MAGNATONE MUSIC CR
HEARTS WERE MADE TO BE
BROKEN(25) PENDING 1997 BARTLEY/ROBKOFF VICTORIA KAY MUSIC CR
HOME MADE LOVE (50) PENDING 1997 CLARK/BROWN VICTORIA KAY MUSIC CR
HONKY TONK BOUND(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
HONKY TONK DAZE(33.3) PENDING 1997 CLARK/MACRAE/MOORE VICTORIA KAY MUSIC CR
HONKYTONKVILLE(50) PENDING 1997 STEVE CLARK/
EARLE BUD LEE VICTORIA KAY MUSIC CR
HOPELESSLY BLUE (50) PENDING 1997 STEVE CLARK/
JOHNNY MACRAE VICTORIA/BMG SONGS/BIG BEAGLES/TENNESSEE RIDGE RUNNER CR
I BETCHA DIDN'T KNOW(33.3) PENDING 1997 S. CLARK/D. KEES/
R. ROSS VICTORIA KAY MUSIC CR
I CAN SURVIVE WITHOUT
YOU (50) PENDING 1997 RONNA REEVES/WILL NANCE VICTORIA KAY MUSIC/ORBISON CR
I CAN TELL BY THE WIND (33.3) PENDING 1997 D. ELLIS/STEVE DEAN/
BILLY MONTANA VICTORIA KAY MUSIC/TOM COLLINS/MAGNOTONE CR
I CAN'T BELIEVE HOW FAST
(SHE GOT OVER ME)(50) PENDING 1997 CLARK/ROSS VICTORIA KAY MUSIC CR
I CAN'T LOVE YOU ANYMORE (50) PENDING 1998 DON ELLIS/RICHARD BACH VICTORIA KAY MUSIC CR
I COULD GROW OLD LOVING
YOU (33.3) PENDING 1998 DON ELLIS/BILLY MONTANA/
JO-EL SONNIER VICTORIA KAY MUSIC/MAGNATONE MUSIC/
MUSIQUE DEL JO-EL, ADMIN BY CMI CR
I FALL IN LOVE(50) PENDING 1997 OGLESBY/PRATHER VICTORIA KAY MUSIC CR
I FINALLY CROSSED THAT
LINE(50) PENDING 1997 OGLESBY/PRATHER VICTORIA KAY MUSIC CR
I HATE THE WAY I LOVE
YOU(33.3) PENDING 1997 CLARK/MOORE/MACRAE VICTORIA KAY MUSIC CR
I LOVE MY JOB (50) PENDING 1998 DON ELLIS/RICHARD BACH VICTORIA KAY MUSIC/SONGS OF PEER/SOUTH FORK MUSIC CR
I NEED A MARGARITA(33.3) PENDING 1997 OGLESBY/HOLMES/MULLINS VICTORIA KAY MUSIC CR
I WANNA HOLD THAT THOUGHT (50) PENDING 1997 D. ELLIS/CHARLES LILLY VICTORIA KAY MUSIC/NO PUB CR
I WANT MY LIFE BACK (33.3) PENDING 1998 DON ELLIS/
J. GRADY SHUMAN/
LARRY DON MC COY VICTORIA KAY MUSIC/AIRRIA MUSIC/JEN ERI TIN PUBLISHING CR
I WISH THEY MADE A
MATCH (33.3) PENDING 1998 MENTOR WILLIAMS/
TROY SEALS/BUCK MOORE VICTORIA KAY MUSIC/MIKE CURB MUSIC/
DIAMOND STORM MUSIC/KISS MY CASH MUSIC/DREAMWORKS CR
I WORSHIP THE WOMAN YOU
WALK ON PENDING 1997 CLARK/PIERSON VICTORIA KAY MUSIC CR
I'D WRITE SONGS ABOUT
YOU (50) PENDING 1997 D. ELLIS/TED FRENCH VICTORIA KAY MUSIC/TREE HOUSE CR
IF I EVER FALL AGAIN PENDING 1997 CLARK/FERRELL VICTORIA KAY MUSIC CR
IF IT WASN'T FOR MY HEART(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
I'LL NEVER JUMP OFF THAT
BRIDGE(50) PENDING 1997 CLARK/MCCORD VICTORIA KAY MUSIC CR
I'LL SHOW YOU PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI APRIL INC./REO GLOBAL ENT. CR
I'M GOIN' NOWHERE IN A
HURRY(50) PENDING 1997 CLARK/HARRIS VICTORIA KAY MUSIC CR
I'M ON YOUR SIDE(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
IN GOD'S HANDS (33.3) PENDING 1998 STEVE CLARK/
BOB SIMON/
JOHNNY MACRAE VICTORIA KAY MUSIC/JOHN JUAN MUSIC/KNOX MUSIC/
BMG SONGS/BIG BEAGLES/TENNESSEE RIDGE RUNNER GO
INN OF THE MOUNTAIN GODS(50) PENDING 1997 OGLESBY/WIMBERLY VICTORIA KAY MUSIC CR
IS THIS GONE ENOUGH (33.3) PENDING 1998 STEVE CLARK/
RICK HOLT/
JOHNNY MACRAE VICTORIA KAY MUSIC/BMG SONGS, INC/BIG BEAGLES/
TENNESSEE RIDGE RUNNER CR
IT AIN'T THE COWBOY
WAY(16.67) PENDING 1997 CLARK/DONAHUE/WRIGHT/
KILGALLON/BRYANT/
BRYANT VICTORIA KAY MUSIC CR
IT ALL COMES DOWN TO
LOVE (33.3) PENDING 1998 DON ELLIS/
VICTORIA SHAW/
STEVEN MCLINTOCK VICTORIA KAY MUSIC/MCJAMES PUBLISHING CR
IT JUST HIT HOME( ) PENDING 1997 WELLS/
I'VE GOT A SECRET(50) PENDING 1997 OGLESBY/MORRISON VICTORIA KAY MUSIC CR
JIMMY & JESUS(50) PENDING 1997 OGLESBY/WELLS VICTORIA KAY MUSIC CR
JUKEBOX JUNKIE(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
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TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
KILLIN' OFF THE PAST(50) PENDING 1997 CLARK/MCGUIRE VICTORIA KAY MUSIC CR
KISS AND SAY GOODBYE (50) PENDING 1997 RONNA REEVES/DAVID VICTORIA KAY MUSIC/ CR
SANTOS SELF-PUB
LAST LOVE IN THIS TOWN (33.3) PA863107 1997 DON ELLIS/BILLY VICTORIA KAY MUSIC CR
MONTANA/STEVE DEAN
LAST ONE TO KNOW, THE (50) PENDING 1997 RONNA REEVES/JERRY DALE VICTORIA KAY MUSIC/MONK CR
MCFADDEN FAMILY MUSIC
LAY DOWN YOUR ARMS (50) PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI CR
APRIL INC./REO GLOBAL
ENT.
LET GOOD-BYE HURT LIKE IT
SHOULD(50) PENDING 1997 OGLESBY/VANDIVER VICTORIA KAY MUSIC CR
LET HER BE A WOMAN (33.3) PENDING 1997 STEVE CLARK/BOB
SIMON/JOHNNY MACRAE VICTORIA KAY MUSIC/JOHN CR
JUAN MUSIC/KNOX MUSIC/
BMG SONGS/BIG BEAGLES/
TENNESSEE RIDGE RUNNER
LET'S TAKE OUR TIME WITH
LOVE(50) PENDING 1997 OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
LIGHT OF A BRAND NEW LOVE PENDING 1997 BCLARK/BROWN VICTORIA KAY MUSIC CR
LONG AND LEAN (33.3) PENDING 1998 MENTOR WILLIAMS/OMAR
MONDRAGON/WES MENANE VICTORIA KAY MUSIC CR
LOOK, THE (50) PENDING 1997 D. ELLIS/JEFF CHASE VICTORIA KAY MUSIC/NO PUB CR
LOVE LIKE OURS (50) PENDING 1997 STEVE CLARK/BUCK MOORE VICTORIA KAY MUSIC/JANAL CR
MUSIC GROUP
LOVE'S A LOT LIKE A RODEO(50) PENDING 1997 WELLS/OGLESBY VICTORIA KAY MUSIC CR
LOVIN' M AKES THE LIVIN'
(33.3) PENDING 1997 STEVE CLARK/DONNY
KEES/MICHAEL HUFFMAN VICTORIA KAY MUSIC/ACUF CR
F-ROSE MUSIC/DIXIE-STARS
MUSIC
LUCKIEST MAN ALIVE (50) PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI CR
APRIL INC./REO GLOBAL ENT.
MAMA WAS A ROCK(33.3) PENDING 1997 CLARK/MACRAE/MOORE VICTORIA KAY MUSIC CR
MANY A DESPERADO(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
MIDNIGHT BLUE (33.3) PENDING 1998 STEVE CLARK/RICK
HOLT/JOHNNY MACRAE VICTORIA KAY MUSIC/BMG/ CR
WRITERS FIVE/BMG SONGS,
INC/BIG BEAGLES/
TENNESSEE RIDGE RUNNER
MORE THAN A FEELING(50) PENDING 1997 OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
MY FIRST TIME HERE (50) PENDING 1997 D. ELLIS/STEVE YOCUM VICTORIA KAY MUSIC/NO PUB CR
MY HEART WROTE THAT SONG
(33.3) PENDING 1997 DON ELLIS/M.C.POTTS/
JAMES NIHAN VICTORIA KAY/EMI APRIL CR
MUSIC/REO GLOBAL ENT.
MY LOVE IS A ROCK(25) PENDING 1997 MICHAEL/SCOTT/ATKINS/
SEIGHMAN VICTORIA KAY MUSIC CR
NATURAL BORN LOSER PA811958 1997 STEVE LEWIS CLARK VICTORIA KAY MUSIC CR
NO MATTER WHERE YOU ARE (25) PENDING 1997 BOB SIMON/STEVE CLARK JOHN JUAN MUSIC/KNOX CR
MUSIC/VICTORIA KAY MUSIC
NO YESTERDAY(50) PENDING 1997 OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
NOBODY'S FOOL(66.6) PENDING 1997 CLARK/WELLS/LAMBERT VICTORIA KAY MUSIC CR
NOWHERE TO FLY( ) PENDING 1997 CLARK/
ON A DREAM AND A PRAYER(33.3) PENDING 1997 CLARK/BROWN/MILLER VICTORIA KAY MUSIC CR
ONCE I HAD A DREAM(50) PENDING 1997 OGLESBY/CORLEY VICTORIA KAY MUSIC CR
ONE OF THESE DAYS(50) PENDING 1997 ATKINS/SEIGHMAN VICTORIA KAY MUSIC CR
ONE TRACK MIND(50) PENDING 1997 OGLESBY/STARNER VICTORIA KAY MUSIC CR
ONLY GOD KNOWS (50) PENDING 1998 STEVE CLARK/BOB SIMON VICTORIA KAY MUSIC/JOHN CR
JUAN MUSIC/KNOX MUSIC
OUTLAW(50) PENDING 1997 CLARK/MOORE VICTORIA KAY MUSIC CR
PERFECT CIRCLE(50) PENDING 1997 OGLESBY/CHEWNING VICTORIA KAY MUSIC CR
PICTURE ON THE WALL(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
PIGS CAN FLY (PIGSKIN FLY)
(50) PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI CR
APRIL INC./REO GLOBAL
ENT.
POOR MAN'S WIFE (50) PENDING 1998 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC/ CR
MAGNATONE MUSIC
PROVE YOU WRONG(50) PENDING 1997 OGLESBY/BLAZY VICTORIA KAY MUSIC CR
REAL THING, THE(50) PENDING 1997 CLARK/MOORE VICTORIA KAY MUSIC CR
REBEL FROM DIXIE(50) PENDING 1997 CLARK/MCDONOUGH VICTORIA KAY MUSIC CR
RUSTIN' IN THE RAIN( ) PENDING 1997 WELLS/
RUSTY(50) PENDING 1997 CLARK/MCNIGHT/HOLBROOK/ VICTORIA KAY MUSIC CR
SHELTON
SCATTERED SHOWERS (33.3) PENDING 1997 DON ELLIS/M.C. POTTS/ VICTORIA KAY MUSIC/EMI CR
JAMES NIHAN APRIL INC./REO GLOBAL ENT.
SHADE TREE MECHANIC(33.3) PENDING 1997 CLARK/CORDLE/SHELL VICTORIA KAY MUSIC CR
SHE DOESN'T KNOW(50) PENDING 1997 ATKINS/SEIGHMAN VICTORIA KAY MUSIC CR
SHE DON'T FOOL AROUND (33.3) PENDING 1998 STEVE CLARK/BOB SIMON/ VICTORIA KAY MUSIC/JOHN CR
JUAN MUSIC/KNOX MUSIC
DAVID TROUT
SHE KNOWS HOW TO LOVE ME(50) PENDING 1997 CLARK/MOORE VICTORIA KAY MUSIC CR
SHE LET IT GO (33.3) PENDING 1998 DON ELLIS/TED FRENCH/ VICTORIA KAY MUSIC/OFF CR
TOM PADEN THE GREEN MUSIC,DIV. OF
SIMBA ENT./FRENCHRIGHT
MUSIC/PADEN PLACE MUSIC
SHE'S READY FOR A REVOLUTION
(33.3) PENDING 1997 D. ELLIS/J. ALLISON/
REEVES VICTORIA KAY MUSIC/ALLISONGS CR
SHE'S STILL GOT AN INNOCENT
HEART(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
SHE'S WALKIN' AWAY(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
SMALL TOWN HONKYTONK (33.3) PENDING 1998 MENTOR WILLIAMS/ VICTORIA KAY MUSIC/BABY CR
ED STETSER/TROY SEALS DUPLIN'S MUSIC/MIKE CURB
MUSIC/DIAMOND STORM MUSIC/
KIS MY CASH MUSIC
SMALL TOWN LOVE(50) PENDING 1997 WELLS/MORRISON VICTORIA KAY MUSIC CR
SO BAD TO BE SO GOOD(50) PENDING 1997 CLARK/TAYLOR VICTORIA KAY MUSIC CR
SOEMONE WITH THE SAME HEART
(33.3) PENDING 1998 DON ELLIS/STEVE DEAN/ VICTORIA KAY MUSIC/TOM CR
BILLY MONTANA COLLINS MUSIC/MAGNATONE
MUSIC PUB
SOME MEMORIES ARE BEST LEFT
ALONE(33.3) PENDING 1997 CLARK/MOORE/MACRAE VICTORIA KAY MUSIC CR
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SOME MONDAY(50) PENDING 1997 OGLESBY/WIMBERLY VICTORIA KAY MUSIC CR
SOMEHOW I DO (50) PENDING 1998 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI CR
APRIL MUSIC INC/REO
GLOBAL ENT
SOMETIMES HE BREAKS MY
HEART (33.3) PENDING 1997 CLARK/VIDA/SIMON VICTORIA KAY MUSIC CR
SOMETIMES YOU'RE JUST
THERE (33.3) PENDING 1998 MENTOR WILLIAMS/TROY
SEALS/ED STETSER VICTOR KAY MUSIC/MIKE CR
CURB MUSIC/DIAMOND STORM
MUSIC/KISS MY CASH MUSIC/
BABY DUPLIN'S MUSIC
SOMETIMES(50) PENDING 1997 LEHMBERG/CLARK VICTORIA KAY MUSIC CR
SOMEWHERE BETWEEN THE EARTH
AND THE ANGELS (50) PENDING 1998 DON ELLIS/C. LACKEY VICTORIA KAY MUSIC/[ILLEGIBLE] CR
SOMEWHERE IN THE NIGHT (33.3) PENDING 1997 CLARK/MACRAE/FERRELL VICTORIA KAY MUSIC/BMG CR
SONGS/TENNESSEE RIDGE
RUNNER/WE MAKE MUSIC/
BIG BEAGLES
STILL WANTING YOU(50) PENDING 1997 CLARK/MOORE VICTORIA KAY MUSIC CR
SURE THING(50) PENDING 1997 OGLESBY/WELLS VICTORIA KAY MUSIC CR
TEN MINUTES AGO (50) PENDING 1998 STEVE CLARK/BOB SIMON VICTORIA KAY MUSIC/JOHN CR
JUAN MUSIC/KNOX MUSIC
TEXACO ROSE (50) PENDING 1998 MENTOR WILLIAMS/TROY
SEALS VICTORIA KAY MUSIC/MIKE CR
CURB MUSIC/DIAMOND STORM
MUSIC/KISS MY CASH MUSIC
THAT WAS THEN (THIS IS
NOW) (33.3) PENDING 1997 MICHAEL/DONAHUE/CLARK VICTORIA KAY MUSIC CR
THAT'S ME WITHOUT YOU(50) PENDING 1997 OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
THAT'S THE THANKS I GET (50) PENDING 1997 DON ELLIS/STEVE YOACUM VICTORIA KAY MUSIC CR
THAT'S WHAT IT'S ALL
ABOUT (50) PENDING 1998 STEVE CLARK/BILLY VICTORIA KAY MUSIC/IRVING CR
BURNETT MUSIC INC/BEAU-BILLY SONGS
THAT'S WHAT ONE NIGHT CAN
DO(16.6) PENDING 1997 MICHAEL HUFFMAN/DONNY
KEES/BOB MORRISON VICTORIA KAY MUSIC/DIXIE
STARS MUSIC/ACUFF-ROSE/
SOUTHERN DAYS MUSIC LARRY STEWART CR
THAT'S YOURS (50) PENDING 1997 DON ELLIS/JAMES NIHAN VICTORIA KAY/REO GLOBAL ENT. CR
THE HILL BEHIND THE HOUSE
(33.3) PENDING 1998 STEVE CLARK/BOB VICTORIA KAY MUSIC/JOHN
SIMON/JIMMY LAMBERT JUAN MUSIC/KNOX MUSIC CR
THE PRAYER (33.3) PENDING 1998 STEVE CLARK/BOB VICTORIA KAY MUSIC/JOHN CR
SIMON/JOHNNY MACRAE JUAN MUSIC/KNOX MUSIC/BMG
SONGS/BIG BEAGLES/
TENNESSEE RIDGE RUNNER
THE TRUTH (50) PENDING 1998 DON ELLIS/JODY HARRIS VICTORIA KAY MUSIC/SIXTEEN
STARS MUSIC CR
THE WHOLE ENCHALADA (50) PENDING 1998 MENTOR WILLIAMS/BUCK
MOORE VICTORIA KAY MUSIC/DREAMWORKS CR
THERE GOES MY HEART(50) PENDING 1997 CLARK/BROWN VICTORIA KAY MUSIC CR
THERE I SAID IT (33.3) PENDING 1998 DON ELLIS/BILLY VICTORIA KAY MUSIC/MAGNATONE CR
MONTANA/HEATH WRIGHT MUSIC/EMI APRIL, INC
THERE'S NO NEED(50) PENDING 1997 OGLESBY/HALLIGAN VICTORIA KAY MUSIC CR
THESE DAYS THOSE DAYS ARE
GONE (50) PENDING 1998 DON ELLIS/JAMES NIHAN VICTORIA KAY MUSIC/EMI CR
APRIL MUSIC, INC./REO
GLOBAL ENT
THIS IS A SMALL TOWN (50) PENDING 1997 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC CR
THIS IS NOT WHAT I HAD IN
MIND (50) PENDING 1997 RONNA REEVES/RANDY
ARCHER VICTORIA KAY MUSIC/POLYGRAM CR
TIL YOU'VE MADE AN ANGEL CRY
(33.3) PENDING 1997 STEVE CLARK/EDDIE VICTORIA KAY MUSIC/BMG CR
MONTGOMERY/JOHNNY SONGS INC/BIG BEAGLES/
MACRAE TENNESSEE RIDGE RUNNER
TILL WE FIND LOVE AGAIN( ) PENDING 1997 WELLS/
TODAY AIN'T THAT DAY ANYMORE
(33.3) PENDING 1998 STEVE CLARK/BOB VICTORIA KAY MUSIC/JOHN CR
SIMON/JIMMY LAMBERT JUAN MUSIC/KNOX MUSIC
TONIGHT THIS QUARTER AIN'T
WORTH A DIME(50) PENDING 1997 STEVE CLARK/EARL BUD
LEE VICTORIA KAY MUSIC CR
TOUCHED BY AN ANGEL (33.3) PENDING 1998 MENTOR WILLIAMS/OMAR
MONDRAGON/WES MENANE VICTORIA KAY MUSIC CR
TRUE LIES (50) PENDING 1998 DON ELLIS/STACEY BYERS VICTORIA KAY MUSIC CR
UNHAPPILY EVER AFTER (33.3) PENDING 1998 STEVE CLARK/HEATH VICTORIA KAY MUSIC/EMI CR
WRIGHT/JOHNNY MACRAE APRIL MUSIC/BMG SONGS/BIG
BEAGLES/TENNESSEE RIDGE
RUNNER
WALKIN' CONTRADICTION(50) PENDING 1997 OGLESBY/CORELY VICTORIA KAY MUSIC CR
WANNA BE (50) PENDING 1998 DON ELLIS/BILLY MONTANA VICTORIA KAY MUSIC/ CR
MAGNATONE MUSIC PUB.
WE'RE SOMEWHERE IN THE
RUNNIN' (50) PENDING 1998 DON ELLIS/BRIAN SMITH VICTORIA KAY MUSIC CR
WHAT ARE YOU GETTING' AT (50) PENDING 1998 STEVE CLARK/BILLY VICTORIA KAY MUSIC/IRVING
BURNETT MUSIC INC/BEAU-BILLY SONGS CR
WHAT HAVE I UNDONE(50) PENDING 1997 OGLESBY/HOLMES VICTORIA KAY MUSIC CR
WHAT ONE NIGHT CAN DO(16.65) PENDING 1997 MORRISON/KEES/HUFFMAN VICTORIA KAY MUSIC/SOUTHERN CR
DAYS/ACUFF-ROSE/DIXIE ROSE
WHAT WOULD YOU SAY(50) PENDING 1997 CLARK/DONAHUE VICTORIA KAY MUSIC CR
WHEN A STRANGER CHANGES YOUR
MIND (50) PENDING 1997 STEVE CLARK/ANGEL VICTORIA KAY/MIDNIGHT CHART CR
CROPPER/KIM DAY EXPEDITION/RANDY TALMADGE
WHEN I THINK ABOUT YOU(50) PENDING 1997 OGLESBY/WELLS VICTORIA KAY MUSIC CR
WHEN I USED TO BE YOU (33.3) PENDING 1997 D. ELLIS/STEVE VICTORIA KAY MUSIC/TOM CR
DEAN/BILLY MONTANA COLLINS/MAGNOTONE
WHEN WILL YOU BE GONE (50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC/BMG CR
SONGS/TENNESSEE RIDGE
RUNNER
WHEN YOU LEAVE YOUR HEART
BEHIND (50) PENDING 1997 CLARK/HARRIS VICTORIA KAY MUSIC CR
WHERE AM I NOW(50) PENDING 1997 OGLESBY/SHARP VICTORIA KAY MUSIC CR
WHERE EAGLES FLY (33.3) PENDING 1997 DON ELLIS/JIM VICTORIA KAY MUSIC/
ALLISON/BILLY MONTANA ALLISONGS/MAGNOTONE CR
WHOSE HEARTACHE IS THIS
ANYWAY(33.3) PENDING 1997 CLARK/MACRAE/MORRISON VICTORIA KAY MUSIC CR
WITH ANY LUCK AT ALL (33.3) PENDING 1998 STEVE CLARK/BOB VICTORIA KAY MUSIC/JOHN CR
SIMON/MICHAEL WARE JUAN MUSIC/KNOX MUSIC
WORTHLESS(66.6) PENDING 1997 S. CLARK/M. CLARK/B. VICTORIA KAY MUSIC CR
MOORE
YES NO MAYBE(50) PENDING 1997 OGLESBY/PRESTWOOD VICTORIA KAY MUSIC CR
YOU CAN'T MAKE A HEART LOVE
SOMEBODY(50) PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC CR
YOU DON'T HAVE TO LIVE WITH
IT (I DO) (33.3) PENDING 1997 CLARK/FERRELL/CONLEY VICTORIA KAY MUSIC/WE CR
MAKE MUSIC/HARRIS-
GORDON MUSIC
YOU GOT THE RIGHT IDEA (50) PENDING 1998 DON ELLIS/HEATH WRIGHT VICTORIA KAY MUSIC/EMI CR
APRIL MUSIC, INC.
YOU MUST HAVE READ MY
HEART (50) PENDING 1997 OGLESBY/HOLMES VICTORIA KAY MUSIC CR
</TABLE>
<PAGE>
PLATINUM ENTERTAINMENT
SONG FILE
<TABLE>
<CAPTION>
TITLE C # YEAR COMPOSER PUBLISHER ARTIST CODE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
YOUR GUESS IS AS GOOD AS
MINE PENDING 1997 CLARK/CONLEY VICTORIA KAY MUSIC CR
YOU'RE NOT WAITING ANYMORE PENDING 1997 CLARK/CONLEY VICTORIA KAY MUSIC CR
YOU'VE BEEN HIDIN' BEHIND PENDING 1997 CLARK/MACRAE VICTORIA KAY MUSIC/BMG CR
THAT HEARTACHE LONG ENOUGH SONGS/TENNESSEE RIDGE
(50) RUNNER
</TABLE>
<PAGE>
EXHIBIT A
SCHEDULE C-1
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
4079 964 Killed By Cain (REX) Killed By Cain PENDING 1993 2068
8530 807 Tribute To James Cleveland Various 175494 1991 2066
8536 806 In God's Own Time Turrentine - Agee, Evelyn 144534 1992 2067
8537 774 Designer's Original Hall, Danniebelle 144530 1992 2067
9992 972 Sweet Family Music Various PENDING 1996 2071
40001 929 Extraction From Morality (REX) Believer PENDING 1989 2064
40010 930 Sanity Obscure (REX) Believer PENDING 1990 2065
40024 951 Demolition (REX) Various 223852 1992 2067
40042 900 Dimensions (REX) Believer 225306 1993 2068
40047 940 Ticklewigglejigglepickle (REX) Hot Pink Turtle 220156 1993 2068
40053 917 Fatherless and the Widow (REX) Sixpence None The Richer PENDING 1993 2068
41001 933 If But For One (REX) Detritus PENDING 1993 2068
41004 924 I Predict A Clone (REX) Various 224674 1994 2069
41005 947 Exhumed of the Earth (REX) Paramaecium 226067 1994 2069
41008 904 Speckled Bird (REX) Choir 226035 1994 2069
41009 928 Unveiled (REX) Whitecross 223853 1994 2069
41011 899 Psalm 1 (REX) Ballard, Jack 201210 1994 2069
41012 931 Bliss Bliss (REX) Bliss Bliss 224664 1994 2069
41015 955 Sane (REX) Velocipede 224700 1994 2069
41016 918 This Beautiful Mess (REX) Sixpence None The Richer PENDING 1995 2070
41017 898 Misguided (REX) Argyle Park 232956 1995 2070
41022 927 Equilibrium (REX) Whitecross 223835 1995 2070
41023 911 Language Of Fools (REX) Love Coma 224667 1995 2070
41025 950 Fish Eye Lens (REX) Soul Shock Remedy PENDING 1995 2070
41027 910 Lemonade (REX) Leaderdogs PENDING 1995 2070
41030 923 Are We Not Men? (REX) Various 231081 1995 2070
41031 932 Unearthed (REX) Crimson Thorn 224669 1995 2070
41032 953 Electro Shock Therapy (REX) Various 227327 1995 2070
41042 906 Psalmus (REX) Johnson, Jeff PENDING 1995 2070
42005 956 Fall Babylon Fall (REX) Veni Domine PENDING 1992 2067
42118 921 All The Flowers (REX) Throes PENDING 1990 2065
42414 939 Paler Shade (REX) Mark Hall, Pam PENDING 1993 2068
42722 941 Wing and a Prayer (REX) Krist, Jan PENDING 1993 2068
45002 937 Center of the Earth (REX) Gianconia, Nic 224942 1994 2069
45004 938 Liberty Road (REX) Grace, Steve PENDING 1992 2067
45009 943 Sacred Desire (REX) Leverett, Mo PENDING 1992 2067
46002 948 Passafist (REX) Passafist 223834 1994 2069
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
46004 944 Inhabit (REX) Living Sacrifice PENDING 1994 2069
46007 916 Struggle (REX) Six Feet Deep PENDING 1994 2069
49002 912 Invisible Girl (REX) Miller, Julie PENDING 1994 2069
410282 919 Tickets For A Prayer Wheel (REX) Sixpence None The Richer 223851 1995 2070
511592 770 The Light Years Commissioned 171098 1995 2070
540038 779 Keep Love Alive Heaven Sent 172312 1992 2067
540076 776 Herman Harris & The Voices... Harris, Herman 170419 1993 2068
610002 765 The Vision Becomes Clearer Christianaires 169640 1993 2068
610024 783 Love Can Heal The World Madgett, John 189632 1994 2069
610034 769 Totally Committed Committed 175455 1993 2068
610254 808 A Salute To The Caravans Various 172306 1992 2067
610282 759 A Gift To You Angelic Voices Of Faith 152712 1993 2068
610294 809 Tribute To James Cleveland #2 Various 581577 1993 2068
610304 784 Everything Will Be Alright Malloy, Donald 170423 1993 2068
610314 789 Victory Miller, Douglas 169629 1993 2068
610322 800 It's In The Praise Rhone, Calvin Bernard 175645 1992 2067
610334 824 Standard Witness 169628 1993 2068
610742 761 Please Don't Leave Me Chicago Mass Choir 157821 1993 2068
610764 804 Born To Worship Smith, Esther 183457 1994 2069
610772 755 Allen & Allen Allen & Allen 183461 1994 2069
610812 793 Let's Magnify The Lord N C Mass Choir 184376 1994 2069
610822 786 New Life McFarland, Kim 198096 1994 2069
610832 780 I Shall Not Be Defeated L A Mass Choir PENDING 1994 2069
610862 821 Power Williams, Beau 200767 1994 2069
610892 853 Forever Dance Taylor, S. Alan 198070 1994 2069
610902 810 Gospel's Greatest Hits Various 193991 1994 2069
610922 801 Live...I'a A Winner Rhone, Calvin Bernard 198106 1994 2069
610932 791 Refreshing Moody Jr., Carlis 200738 1994 2069
610942 772 The Sun Will Shine Again Greater Emmanual Mass Choir 198075 1994 2069
610982 854 Steve Kolander Kolander, Steve 198194 1994 2069
611002 868 Heart Of The City Colby/Caruso 200735 1994 2069
611012 825 He Can Do The Impossible Witness 191200 1994 2069
611022 790 Live In Houston Miller, Douglas 200996 1995 2070
611032 862 Spirit Dancer Kapono, Henry 210564 1995 2070
611042 775 The Best Gets Better Hall, Danniebelle 210570 1995 2070
611052 811 Gentlemen Of Gospel, Vol 3 Various 200766 1994 2069
611062 812 Choirs En Masse Various 200768 1994 2069
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
611072 785 Hold On.. To The Promise Malloy, Donald 200757 1994 2069
611092 766 Reaching Out Christianaires 173325 1995 2070
611102 863 One Clear Voice Cetera, Peter 210180 1995 2070
611122 768 Miracles Clayton, Merry 201703 1994 2069
611132 792 Brothers & Sisters... Moore, James 29530 1981 2056
611222 762 I'm So Grateful Chicago Mass Choir 200684 1994 2069
611242 756 A-Blazing Grace Allen & Allen 211627 1995 2070
611252 813 Gospel's Greatest Hits, Vol 2 Various 209775 1995 2070
611272 773 Honor His Name Greater Emmanual Mass Choir 178794 1995 2070
611322 815 Gospel Jubilee Various PENDING 1994 2069
611332 760 Getting Ready Angelic Voices Of Faith 178810 1995 2070
611402 855 Life & Love & All The Stages Dunn, Holly 191245 1995 2070
611412 794 He's All That N C Mass Choir 210572 1995 2070
611422 857 After The Dance Reeves, Ronna 215829 1995 2070
611432 778 Hawkins Family Collection Hawkins, Walter 198398 1995 2070
611462 798 Keep Pressin' On Powell, Hubert 200946 1995 2070
611472 822 Best Of Williams, Beau 169506 1995 2070
611482 802 Yesterday, Today, Forever Rhone, Calvin Bernard 213732 1995 2070
611492 817 Essential Blues Various 210088 1995 2070
611502 757 Christmas Like Never Before Allen & Allen 213748 1995 2070
611512 787 Amazing McFarland, Kim 220127 1996 2071
611562 771 The Light Years Crouch, Andrae 213750 1995 2070
611572 823 Light Years Winans 213730 1995 2070
611582 777 The Light Years Hawkins, Walter 213731 1995 2070
611602 796 God Is Able Nu City Mass Choir 217906 1996 2071
611612 781 Unconditional Love L A Mass Choir 215218 1995 2070
611622 858 Starting Now Crosby, Rob 170928 1995 2070
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
611652 763 Best Of Chicago Mass Choir 221616 1995 2070
611722 859 Heartbreak Town Azar, Steve 223687 1996 2071
611762 764 Hold On, Don't Give Up Chicago Mass Choir 219976 1996 2071
611772 816 Gospel Jubilee, Vol 2 Various 225804 1996 2071
611792 819 Essential Gospel Various 218044 1996 2071
611832 818 Essential Blues, Vol 2 Various 188413 1996 2071
611852 826 A Song In The Night Witness 219977 1996 2071
611932 867 Essential Southern Rock Various PENDING 1997 2072
611952 758 Come Sunday Allen & Allen 188628 1996 2071
611982 866 Lost In Reality Player PENDING 1996 2071
612032 820 Growing Up Walt Whitman 220125 1996 2071
612042 876 Pieces Of A Puzzle Kolander, Steve 188595 1996 2071
612052 860 Stars & Stripes Beach Boys 218063 1996 2071
612062 788 Choice To Rejoice Michael Brooks & Nation 220123 1996 2071
612072 877 The Girl Next Door Bernard, Crystal 227955 1996 2071
612082 803 Joy Will Come Rhone, Calvin Bernard 224720 1996 2071
612092 795 Great Things N C Mass Choir 188794 1997 2072
612112 782 Best Of L A Mass Choir 226528 1996 2071
612122 856 Leave One Bridge Standing Dunn, Holly 238652 1997 2072
612132 767 Saints Hold On Christianaires 205625 1997 2072
612152 805 A Silver Lining Totally Committed 220230 1996 2071
612402 875 Let's Go To Church National Baptist Convention 205611 1997 2072
612502 864 A Collection Cetera, Peter 238598 1997 2072
612512 984 Songs Of Janis Joplin, Blues Down Deep Various 236166 1997 2072
612572 968 Essential Women In Blues Various 201356 1997 2072
612582 915 Road Less Traveled (REX) Six Feet Deep 224719 1996 2071
612612 1001 You Have My Heart Trent, Tammy 205622 1997 2072
612642 996 Essential Smokey Blues Various 232906 1997 2072
612652 995 Essential Roadhouse Blues Various 220439 1997 2072
612672 889 You Love Me Chicago Mass Choir 363622 1997 2072
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
612732 998 Live At House Of Blues Chicago Blues Brothers & Friends 240309 1997 2072
612762 1023 Cover Me Candi Staton 241019 1997 2072
612772 1040 Give It Up Williams. B. Chase PENDING 1997 2072
612782 1043 According To James Hall, Ch. 3 Hall, James PENDING 1997 2072
612792 1045 Live In Detroit Winans, Vickie 244193 1997 2072
612802 1020 Essential Chicago Blues Various 236165 1997 2072
612852 1048 Heaven Bronx Mass Choir 243028 1997 2072
612862 1029 Essential Texas Blues Various 240310 1997 2072
612952 986 Tribute To Jim Croce Various 240341 1997 2072
613002 1030 Essential Harmonica Blues Various 242987 1997 2072
613012 1032 Essential Guitar Blues Various 240735 1997 2072
613022 1038 House Of Praise Michael Brooks & Nation 246291 1997 2072
613032 1042 A New Vision Imani Project 188880 1997 2072
613112 1037 Holdin' On Blind Boys of Alabama 240733 1997 2072
613122 1033 He Leadeth Me Houston, Cissy 240080 1997 2072
613132 1031 Essential Piano Blues Various 240111 1997 2072
613152 1024 Paint It Blue - Songs of the Rolling Stones Various 243521 1997 2072
613182 1044 Heart Of A Love Song Becton, William 242989 1997 2072
613202 1052 Back To The Drawing Board LA Mass Choir PENDING 1998 2073
630182 1054 You're The Inspiration (Single) Cetera, Peter w/ Az Yet PENDING 1997 2072
645092 1005 Joyful Noise, Vol. 1 Various PENDING 1997 2072
645242 1007 Glad Radio Anthology Glad PENDING 1997 2072
650842 841 Debby Lytton Lloyd Lloyd, Debby Lytton 207236 1995 2070
651162 830 Captured In Time Glad 43203 1982 2057
651172 831 Champion Of Love Glad CR returned
to Glad 1985 2060
651182 832 No Less Than All Glad 62609 1983 2058
651192 833 Live At The Kennedy Center Glad 59362 1984 2059
651202 834 Who Do You Love? Glad CR returned
to Glad 1987 2062
651262 835 Color Outside The Lines Glad 200935 1995 2070
651442 840 Ron Larson Larson, Ron 213733 1995 2070
651522 843 Light Years Sweet Comfort Band 213754 1995 2070
651532 842 Light Years Resurrection Band 171106 1995 2070
651542 827 Light Years Allies 197892 1995 2070
651552 829 Light Years Duncan, Bryan 213865 1995 2070
651662 836 A Cappella Gershwin Glad 169516 1995 2070
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
651802 837 The A Capella Project 3 Glad 188621 1996 2071
651812 849 Live Gospel Experience, Vol 1 Various 217650 1996 2071
651822 850 Live Gospel Experience, Vol 2 Various 217641 1996 2071
651842 828 Classic Carmichael Carmichael, Ralph 223542 1996 2071
651862 851 Live Gospel Experience, Vol 3 Various 232653 1996 2071
651872 852 Live Gospel Experience, Vol 4 Various 232652 1996 2071
651902 844 Hour Of Classic Hymns Various 188416 1996 2071
651912 845 Hour Of Gospel Hymns Various 222946 1996 2071
651962 846 Hour Of A Cappella Hymns Various 226448 1996 2071
651972 847 Hour Of Old Fashioned Hymns Various 226449 1996 2071
652102 848 Hour Of Christmas Hymns Various 224968 1996 2071
652412 888 Flytrap Whitecross 230023 1996 2071
652422 981 Starball Contribution (Flying) Various 205612 1997 2072
652432 974 Lovelife ep (Flying Tart) Julies 227204 1996 2071
652442 973 Pride Kills (Flying Tart) Left Out 188660 1996 2071
652452 982 Christmas In Heaven (Flying) Various 230024 1996 2071
652482 1002 Rock Music With Singing Duraluxe 246305 1997 2072
652532 1000 In The Year King Uzziah (Flying One 21 PENDING 1997 2072
652542 976 Digitalis (Flying Tart) Situation Taboo PENDING 1997 2072
652632 896 Now That We Have Your Attention Rocketboy 246298 1997 2072
652702 960 More Than You'll Ever Know Page, Lisa 188825 1997 2072
690043 869 Matters Of The Heart (Video) Commissioned PENDING 1994 2069
690083 871 Gospel's Greatest Hits (Video) Various PA699349 1994 2069
690093 872 Live In Houston (Video) Miller, Douglas PENDING 1995 2070
690103 873 Live In Florida (Video) Allen & Allen PA764330 1995 2070
690113 874 Essential Gospel (Video) Various PA803925 1996 2071
870032 987 I Brought Him With Me (HOB) Blind Boys of Alabama 345171 1996 2071
870042 988 Way Past Blue (HOB) Ripp, Jimmy 344943 1996 2071
870052 989 Left Hand Brand (HOB) Gales Brothers 344956 1996 2071
870062 990 Against The Wall (HOB) Mooney, John 344954 1996 2071
870072 991 Face To Face (HOB) Houston, Cissy 344944 1996 2071
870082 992 Hot Biscuits (HOB) Various 224997 1996 2071
870092 993 King Dollar (HOB) Black, Paul 344955 1996 2071
708924 588 Totally Committed Smith, Howard 86617 1985 2060
708967 597 Little Foxes Barnabas 82219 1986 2061
708991 706 Grateful for Your Love King James Version 86615 1986 2061
709068 614 This Town Fraizer, Rob 71690 1986 2061
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
709122 616 Holy Rollin' Duncan, Bryan 78801 1986 2061
709157 617 Virtues Allies 82220 1986 2061
709440 619 I Must Go On Miller, Shirley 82223 1986 2061
710023 621 Treasury Hawkins, Tramaine COMPILATION 1986 2061
710740 742 Autograph Crouch, Andrae COMPILATION 1986 2061
711097 701 Look Up And Live NJ Mass Choir 98682 1986 2061
711488 709 Go Tell Somebody Commissioned 82221 1986 2061
712379 741 Love Alive Reunion Hawkins, Walter COMPILATION 1987 2062
730016 704 Be Encouraged Winans, Vickie 83955 1987 2062
730024 613 Scrimshaw DiGesare, Nathan 90201 1987 2062
730032 708 This Joy New King James Version 91354 1987 2062
730059 710 On The Winning Side Commissioned 92349 1988 2063
730067 705 Amazing Kingdom 90966 1987 2062
730083 740 Ladies of Gospel Various COMPILATION 1987 2062
730091 739 Now and Then Duncan, Bryan COMPILATION 1987 2062
730113 711 Hold Up The Light NJ Mass Choir 91351 1988 2063
730121 716 All Time Gospel Classic 1 Voices of Light 92873 1988 2063
730148 724 Back To The Cross Williams, Melvin 93698 1988 2063
730164 716 All Time Gospel Classic 2 Voices of Light 109334 1989 2064
730172 737 Live! Give Him The Glory L A Mass Choir 100401 1988 2063
730180 700 I'll Be With You Coley, Daryl 129997 1988 2063
730199 702 Will You Be Ready Commissioned 122212 1988 2063
730202 703 Total Victory Winans, Vickie 105823 1989 2064
730210 707 Wonderful Williams, Beau 103323 1989 2064
730237 725 Hero's NJ Mass Choir 110654 1989 2064
730261 736 Ordinary Just Won't Do Commissioned 116714 1989 2064
730288 713 Can't Hold Back L A Mass Choir 112224 1989 2064
730296 715 Worth The Wait Futrel 115442 1989 2064
730318 726 Higher Williams, Beau 130036 1990 2065
730326 714 Gentlemen of Gospel Various COMPILATION 1990 2065
730342 717 Heaven Sent Heaven Sent 120177 1990 2065
730350 718 As One As One 142939 1991 2066
730377 745 Parkes Stewart, Parkes 135636 1991 2066
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
730407 722 Best of New Jersey Mass NJ Mass Choir COMPILATION 1991 2066
730423 723 The Vision Howard, Pattie 135636 1991 2066
730431 729 Together Kurt Carr Singers 134679 1991 2066
730458 727 From The Inside Out Strickling-Jones, Arvis 126305 1990 2065
730466 728 The Only Hope Viale, Gene 127190 1991 2066
730482 730 Right Now "If You Believe" Chicago Mass Choir 135634 1991 2066
730555 733 Come As You Are L A Mass Choir 146355 1992 2067
730563 735 A Collection Commissioned COMPILATION 1991 2066
730571 738 Best Of Vickie Winans Winans, Vickie COMPILATION 1991 2066
730598 744 Gentlemen Of Gospel, Vol 2 Various COMPILATION 1991 2066
730601 743 The Classics Crouch, Andrae COMPILATION 1991 2066
730628 743 We Sing Praises Crouch, Andrae COMPILATION 1991 2066
730636 743 The Contemporary Man Crouch, Andrae COMPILATION 1991 2066
730652 746 Live! In Atlanta Nero-Butler, Wanda 135638 1991 2066
730687 749 Back Home Where You Belong Strickling-Jones, Arvis 141206 1991 2066
730733 748 Call Him Up Chicago Mass Choir 141210 1992 2067
730768 754 He That Believeth Chicago Mass Choir 149523 1992 2067
730776 750 This Is Gospel War On Sin 142936 1992 2067
730806 753 Love Williams, Beau 146501 1992 2067
730830 752 Sing In The Spirit N C Mass Choir 147559 1992 2067
LS5500 7 The Searching Generation Nachtagall, Rosemary N/A 1967 2042
LS5501 754G I Know Who Holds Tomorrow Ehret, Bob N/A 1968 2043
LS5502 754H ORU Choir-The Collegians ORU Choir N/A 1968 2043
LS5503 ORU Choir-The Collegians ORU Choir N/A 1968 2043
LS5504 0 Take The Message Everywhere Crouch, Andrae N/A 1968 2043
LS5507 21 My Father's Favorite Songs Roberts, Richard N/A 1968 2043
LS5510 20 I Looked For Love Carmichael, R/Young People N/A 1968 2043
LS5511 123 Songs My Father Taught Me Carmichael, Carol N/A 1970 2045
LS5513 A Quiet Place Shepherd, Bob&Blue Meadow N/A 1968 2043
LS5514 28 Sunday w/ the King Family King Family N/A 1970 2045
LS5518 Songs To Live By World Action Singers N/A 1969 2044
LS5520 Oral Roberts Presents/ World Action Singers N/A 1969 2044
LS5522 129 Something Good Is Going Roberts, Richard & Patti N/A 1969 2044
LS5524 114 Piano 1 Remember, Vol. 2 Carmichael, Ralph N/A 1970 2045
LS5525 118 Walkin' In God's Country Swordesmen N/A 1969 2044
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LS5529 120 Ravenscroft Ravenscroft, Thurl N/A 1969 2044
LS5532 100 His Land Richard, Cliff N/A 1969 2044
LS5535 257 On A Rugged Hill Owens, Jimmy * 1973 2048
LS5538 124 A New Way Of Living Dalton, Larry N/A 1969 2044
LS5540 122 Searching Questions Roberts, Richard N/A 1969 2044
LS5541 130 Electric Symphony Gassman, Clark N/A 1970 2045
LS5542 116 Sometimes I Just Feel It This Way Carmichael, Ralph N/A 1970 2045
LS5544 Love Is Surrender Fischer, Clare N/A 1970 2045
LS5545 25 Right Now Cole, Bill N/A 1970 2045
LS5546 138 Keep On Singin'/Misc. Masters Crouch, Andrae N/A 1971 2046
LS5549 Old Gems-New Settings World Action Singers N/A 1969 2044
LS5550 143 The Cross & Switchblade Carmichael, Ralph N/A 1970 2045
LS5551 146 A New Day Certain Sound N/A 1970 2045
LS5554 208 All My Life Crisswell Jackson, Ann N438 1971 2046
LS5555 157 My Little World Carmichael, Ralph N/A 1970 2045
LS5559 147 Edge of Drifting Spradlin/Stanley N/A 1970 2045
LS5563 167 Love Is... World Action Singers N/A 1970 2045
LS5564 172 Family Valley, Jim N/A 1971 2046
LS5567 170 Ralph Carmichael Brass Choir Carmichael, Ralph N/A 1971 2046
LS5568 176 Let's Build a Bridge Dalton, Larry N/A 1971 2046
LS5569 180 Amazing Grace Roberts, Richard & Patti N/A 1971 2046
LS5570 197 Jimmy Owens Conducts Owens, Jimmy N/A 1971 2046
LS5573 182 The Sure Foundation Johnson, Paul N/A 1971 2046
LS5575 193 ORU Hawaii Roberts, Oral N/A 1971 2046
LS5578 214 A Quiet Place Roberts, Richard & Patti N/A 1972 2047
LS5579 213 Oh Great God Roberts, Richard N/A 1972 2047
LS5580 198 Carol Carmichael Songbook Carmichael, Carol N/A 1971 2046
LS5581 201 Soulfully Crouch, Andrae N1594 1972 2047
LS5587 205 Sue Raney's People Tree Raney, Sue N/A 1972 2047
LS5591 211 Reaching Out James, Homes N/A 1971 2046
LS5593 210 Back Home Price, Flo N/A 1971 2046
LS5594 212 Hymns at Sunset Carmichael, Ralph N/A 1971 2046
LS5595 258 Treasures in Heaven Blanchard, Richard * 1973 2048
LS5596 137 Tell It Like It Is Fischer, Clare N/A 1970 2045
LS5598 215 Just Andrae Crouch, Andrae N2537 1972 2047
LS5599 Sunday A.M. Carmichael, Ralph N/A 1972 2047
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LS5601 221 The Living Sound Dalton, Larry N474 1972 2047
LS5602 225 Live At Carnegie Hall Crouch, Andrae N5852 1973 2048
LS5603 223 OR Country Roads World Action Singers COMPILATION 1972 2047
LS5605 228 Sunshine Day Mc Creary N/A 1972 2047
LS5607 234 Moving With The Brooks The Brooks N/A 1972 2047
LS5609 242 Patti Roberts, Patti N/A 1972 2047
LS5610 213 It's Our World Roberts, Richard N/A 1972 2047
LS5611 241 Mini Musicals World Action Singers N/A 1972 2047
LS5612 245 Sonlight Sonlight N/A 1972 2047
LS5613 244 Christmas w/ Richard&Patti Roberts, Richard & Patti N3256 1972 2047
LS5622 260 Tell The World Owens, Jimmy * 1973 2048
LS5623 262 Vision Vision * 1973 2048
LS5628 266 The Church is Singing Again World Action Singers * 1974 2049
LS5634 281 Sounds Of Peace Sounds of Peace N10215 1973 2048
LS5637 286 Take Me Back Crouch, Andrae * 1975 2050
LS5641 290 The Sixth Day Sixth Day * 1974 2049
LS5642 291 It's About Time Johnson, Paul N/A 1972 2047
LS5646 300 Growing Together Good News Circle * 1974 2049
LS5650 362 R C Nashville Style Spurr, Thurlow * 1976 2051
LS5652 309 Sing Around The World Dalton, Larry * 1974 2049
LS5656 318 The Church's 1 Foundation Mann, Johnnie * 1974 2049
LS5660 324 We're His Church Master Design * 1974 2049
LS5662 326 Thank You Lord Burgess, Dan * 1974 2049
LS5663 329 New Song in the Morning Monk, Doug * 1974 2049
LS5665 330 Think About Livin' Sixth Day * 1975 2050
LS5670 337 A Simple Song of Love Sonshine Circle * 1975 2050
LS5671 339 Doug Lawrence Lawrence, Doug * 1975 2050
LS5672 340 Double Vision Roberts, Richard * 1975 2050
LS5673 342 Richard & Patti Roberts, Richard & Patti N25680 1975 2050
LS5674 343 The Savior Is Waiting Carmichael, Ralph * D
LS5677 352 Old RC Quartet Ty Brothers * 1976 2051
LS5678 346 Best of Andrae Crouch Crouch, Andrae * 1975 2050
LS5680 350 R C & The Family of Light Carmichael, Ralph N32019 1975 2050
LS5682 374 The Greyhound 4 Freedoms Mann, Johnnie * 1975 2050
LS5683 359 This Is Another Day Crouch, Andrae N36899 1976 2051
LS5686 364 Love Alive Hawkins, Walter * 1975 2050
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LS5687 363 Thank Heaven For Love Archer, Gary & Sharon * 1975 2050
LS5689 365 Kolenda Family Kolenda Family * 1976 2051
LS5690 366 Where The Spirit of the Roberts, Richard & Patti N29319 1975 2050
LS5691 367 Outer Space/Inner Space Irwin/Mann N32871 1976 2051
LS5692 368 God's Quiet Love Mann, Lynn * 1976 2051
LS5695 373 Jana Wacker, Jana * 1976 2051
LS5697 371 Great Praise Meeting Dalton, Larry * 1976 2051
LS5698 379 Christmas Joys Carmichael, Ralph N37580 1976 2051
LS5699 375 Majesty & Glory Continentals * 1976 2051
LS5701 361 We Are His People Good News Circle * 1976 2051
LS5703 381 The New Has Come Messenger * 1976 2051
LS5705 383 Jesus Christ Is The Way Hawkins, Walter N40714 1977 2052
LS5706 384 Bowl Souvenir Album Various COMPILATION 1976 2051
LS5712 391 Never Felt So Free Children of the Day * 1977 2052
LS5713 392 Come To The Waters Children of the Day * 1974 2049
LS5714 393 With All Our Love Children of the Day * 1973 2048
LS5715 394 Where Else Would I Go Children of the Day * 1975 2050
LS5716 395 Christmas Children of the Day C34822 1975 2050
LS5717 396 Live in London Crouch, Andrae S377 1978 2053
LS5726 405 Portrait Carmichael, Ralph * 1977 2052
LS5730 410 Songs You'll Want To Sing Burgess, Dan * 1977 2052
LS5731 409 Circles Of Praise Good News Circle/Sunshine N45072 1977 2052
LS5732 414 Keep Singing That Love So Chere, Tami N47492 1977 2052
LS5735 428 Love Alive 11 Hawkins, Walter * 1978 2053
LS5738 419 Bringin' The Message Messenger 2566 1978 2053
LS5741 422 Brass, String and Ivory Dalton, Larry 2280 1978 2053
LS5744 426 Revive Us Again Revivaltime Choir * 1978 2053
LS5745 427 Grass Roots Music Zion Mountain Folk 4009 1978 2053
LS5748 429 Johnny Mann arr. Andrae Mann, Johnnie * 1978 2053
LS5749 432 Jesus Makes Me Happy Wacker, Jana 8665 1978 2053
LS5750 434 Celebrate His Love Burgess, Dan * 1978 2053
LS5751 435 Breakin' The Ice Sweet Comfort Band 6442 1978 2053
LS5753 436 I Love You With the Love Gilbert, Jim 5000 1978 2053
LS5754 438 He's Everything To Me Chere, Tami 7140 1979 2054
LS5758 443 Portrait Of Love Byron, Jon 12078 1979 2054
LS5759 444 Butterfly Children of the Day 9028 1979 2054
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LS5760 474 Tramaine Hawkins, Tramaine 20924 1979 2054
LS5762 451 Hold On Tight Sweet Comfort Band 14432 1979 2054
LS5763 459 I'll Be Thinking Of You Crouch, Andrae 14431 1979 2054
LS5764 452 Look By Faith Ugartechea, Becky 15269 1979 2054
LS5765 453 Kristle Murden Murden-Edwards, Kristle 21402 1980 2055
LS5766 454 White As Snow Felix, James 24215 1980 2055
LS5770 461 The Hawkins Family Hawkins, Walter 25482 1980 2055
LS5774 465 Fill My Life Burgess, Dan * 1980 2055
LS5777 468 Confessions Rambo, Reba 23407 1980 2055
LS5781 473 Daniel Hawkins, Daniel 25526 1980 2055
LS5782 475 Rebel To The Wrong Agajanian, Dennis 28144 1981 2056
LS5783 476 Colours Resurrection Band 23568 1980 2055
LS5784 477 Finally Crouch, Andrae * 1982 2057
LS5785 478 Gospel Gold, Vol. 1 Various 28664 1980 2055
LS5789 485 I Feel Like Singing Hawkins, Walter 35564 1982 2057
LS5791 487 Beyond Words Allreds * 1981 2056
LS5792 488 Introducing the Winans Winans 28672 1981 2056
LS5794 490 Hearts of Fire Sweet Comfort Band 29175 1981 2056
LS5795 491 More of the Best Crouch, Andrae 28586 1981 2056
LS5798 494 The Best/Ralph Carmichael Carmichael, Ralph COMPILATION 1981 2056
LS5799 495 Lady Live Rambo, Reba 34492 1982 2057
LS5800 497 The Number of the Lord Jubilant Sykes 31880 1981 2056
LS5803 499 Mommy Don't Love Daddy Resurrection Band 31340 1981 2056
LS5807 504 Cutting Edge Sweet Comfort Band 42974 1982 2057
LS5814 513 It's Christmas De Azevedo, Lex * 1982 2057
LS5816 515 D.M.Z. Resurrection Band 866 1982 2057
LS5817 517 Together World Vision 188 1982 2057
LS5818 518 Son/Thunder,Daughter/Lite Rambo, Buck & Dottie * 1983 2058
LS5821 521 Determined Hawkins, Tramaine 50383 1983 2058
LS5825 526 We Sing Praises Crouch, Sandra 46737 1983 2058
LS5826 527 Long Time Comin' Winans 51748 1983 2058
LS5829 532 Approaching Light Speed Barnabas 50217 1983 2058
LS5831 534 Perfect Timing Sweet Comfort Band 59954 1984 2059
LS5834 537 Best Of Walter Hawkins Hawkins, Walter COMPILATION 1984 2059
LS5838 541 Best Of Resurrection Band COMPILATION 1984 2059
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LS5843 546 Face To Face Smith, Scott 57348 1984 2059
LS5853 559 Tomorrow Winans 62607 1984 2059
LS5855 560 We're Waiting On You Crouch, Sandra 68773 1985 2060
LS5856 574 Prime Time Sweet Comfort Band COMPILATION 1985 2060
LS5857 567 Love Alive 111 Hawkins, Walter * 1984 2059
LS5858 557 Christmas Spirit Carmichael, Ralph 58858 1984 2059
LS5859 566 Cut It Away Fraizer, Rob 59953 1984 2059
LS5860 565 Feel The Fire Barnabas 67351 1984 2059
LS5864 569 The Allies Allies 65778 1985 2060
LS5867 573 Dreams, Tales & Lullabyes Edwards, Dave * 1985 2060
LS5871 579 Have Yourself Committed Duncan, Bryan * 1985 2060
LS5872 580 Another Time Jones, Bobby 67604 1985 2060
LS5875 583 Serenity Various COMPILATION 1985 2060
LS5876 584 Unspeakable Joy Miller, Douglas 67756 1985 2060
LS5881 589 Hot Fudge Sunday Various COMPILATION 1985 2060
LS5894 602 Yesterday, Today/Tomorrow Winans COMPILATION 1985 2060
LS5902 611 A Gift For All Seasons Various COMPILATION 1985 2060
LS7501 754A Infinity Infinity * 1981 2056
LS7502 754B The Gift Of God New Bethel Mass Choir * 1981 2056
1022 Untitled Adam Again NOT RELEASED
1345 1066 Partly Plugged Atlanta Rhythm Section PENDING 1998 2073
1201 887 No Love Lost Baker, Sam NOT RELEASED 2001
1061 Untitled Bernard, Crystal BEING RECORDED
1018 Untitled Bernard, Jerry BEING RECORDED
5210 967 Emmanual Carmichael, Ralph 225968 1996 2071
1353 1017 Terri Carroll Album Carroll, Terri PENDING 1998 2073
1070 Untitled Celebration Choir
(Lunar Eclipse)
1381 1051 Keep Your Mind On Jesus Chicago Mass Choir PENDING RELEASE
903 Brainchild (REX) Circle of Dust PENDING 1992 2067
1068 Untitled Colorblind (Fresh Wine) PENDING RELEASE
1036 Untitled Duraluxe NOT RELEASED
57001/2 886 Stand For Something Garmon, Terry 198-753 1995 2070
1348 1059 Live In '97 - Thirty Years
In The Spirit GMWA Mass Choir PENDING 1997 2072
962 Age Of..(REX) Haven PENDING 1989 2064
963 Your Dying.. (REX) Haven PENDING 1990 2065
1288 1063 I'm Still Here Highway QC's PENDING 1998 2073
977 Misc. masters (Flying Tart) Huntingtons PENDING 1997 2072
5288 1014 Fun and Games Huntingtons NOT RELEASED
1047 Untitled Institutional Mass Choir PENDING RELEASE
1056 Untitled Jerard BEING RECORDED
1073 A Celebration of Life (Lease) Denver, John RELEASED
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1393 1035 Serve Self Left Out PENDING RELEASE
942 For The Benefit Of Desire (REX) Leverett, Mo PENDING 1991 2066
945 Living Sacrifice (REX) Living Sacrifice PENDING 1992 2067
946 Nonexistent (REX) Living Sacrifice PENDING 1991 2066
879 Untitled Love, Salvation & Devotion PENDING RELEASE
1321 1025 Oasis Collection, Vol 1 Mandeville, John 248945 1998
1322 1026 Oasis Collection, Vol 2 Mandeville, John 248928 1998
1027 Oasis Collection, Vol 3 Mandeville, John PENDING RELEASE
1028 Oasis Collection, Vol 4 Mandeville, John PENDING RELEASE
913 Nina and Out Of Egypt (REX) Nina PENDING 1994 2069
1069 Untitled Oney, Tai (Fresh Wine) BEING RECORDED
1294 1049 When We Get Over There Palmer, Toby PENDING 1997 2072
1019 Untitled Phantasmic PENDING RELEASE
1053 Untitled Praise II Choir PENDING RELEASE
914 No Sign Of Intelligent Life (REX) Rocketboy PENDING 1997 2072
965 Testimony (REX) Sacrament PENDING 1988 2063
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
966 Haunts of..(REX) Sacrament PENDING 1989 2064
1050 Happy Hour Salt Of The Earth PENDING 1998 2073
1023 Untitled Video Staton, Candi NOT RELEASED
5246 957 Hour of Instrumental Hymns, #1 Strayer, Pete PENDING 1996 2071
5247 958 Hour of Instrumental Hymns, #2 Strayer, Pete PENDING 1996 2071
1057 Untitled Ted And Sheri BEING RECORDED
5215 1072 A Silver Lining Totally Committed 220230 1996 2071
922 Tammy Trent (REX) Trent, Tammy PENDING 1995 2070
1062 Untitled Turrentine - Agee, Evelyn NOT RELEASED
952 Demolition 2 (REX) Various
954 Metamorphosis (REX) Various PENDING 1993 2068
5252 1021 Today's Gospel Sampler Various PENDING 1996 2071
61341 1039 Double Crossing Blues Various PENDING 1998 2073
1340 1041 Defiance Blues Various 251672 1998 2073
1065 Gospel's Greatest Hits, Vol 3 Various 240731 1997 2072
1067 Living Blues Various PENDING RELEASE
1058 Untitled Young Artists For Christ BEING RECORDED
1076
1077
1078
1079
1080
1081
53001/2 Shine On Mehler/Nash 198812 1994 2069
52001/2 In Pursuit Chase 202895 1994 2069
54001/2 Eclipse Idle Cure 198474 1994 2069
56001/2 No Love Lost Sam Baker
53301/2 1034 Disengage Circle of Dust 251488 1998 2073
1361 The Trouble With Angels Juice Newton 249803 1998 2073
1319 I'd Rather Have Jesus DFW Mass Choir 249770 1998 2073
57001/2 Stand For Something Terry Garmon 198753 1994 2069
14161384/2 Always Never The Same Kansas PENDING 1998 2073
3596 All The Things You Are Peter Nero 248936 1998 2073
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
PLATINUM MASTERS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LICENSE
REVERSION REVERSION
SELECTION # PRJ # TITLE ARTIST SR # SR DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1352 1060 I Can't Complain Phoebe Snow 248946 1998 2073
1388 Barbecue Blues Various 1998 2073
1394 Joyful Noise Various 1998 2073
1395 Through the Fire Various 1998 2073
1396 Peace Be Still Various 1998 2073
1397 Fill My Cup Various 1998
1386 House Rent Party Various 1998 2073
1404 Born To Play The Blues Larry McCray 1998 2073
1406 The Best of Candi Staton Candi Staton 1998 2073
1391 Love Is An Action Word Witness 1998 2073
1402 Live From New York James Hall & Worship
and Praise 1998 2073
1399 Deja Blue Angela Strehli 1998 2073
61368 Beside Still Waters Various 250199 1998 2073
61370 Joy In The Morning Various 250512 1998 2073
61371 Looking Up Various 250163 1998 2073
69010 Live In Detroit Video Vickie Winans PENDING 1998 2073
1364 1074 Welcome to Our World JGB 251487 1998 2073
1334 1064 36-22-36 Jim Belushi & The
Sacred Hearts 251471 1998 2073
1359 One More Encore Whitecross 251472 1998 2073
1343 Any Place I'm Going Various PENDING 1998 2073
1193 Essential Southern Rock Various PENDING 1998 2073
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
N/A - Prior to 1973 the Copyright Office did not accept Form SR
* - File is in Nashville and unable to recover (copies will be
obtained from Copyright Office)
<PAGE>
EXHIBIT A
SCHEDULE C-1
INTERSOUND MASTERS
------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
REV. LICENSE
SELECTION PRJ# TITLE ARTIST SR # SR DATE DATE REV. DATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
475 Phntm of the Opera & Other Brdwy Hits Florida Pops/Cacavas 244630 1997 2072
522 Anything But Lonely Peter Nero 244631 1997 2072
3591 Klezmer's Greatest Hits Michele Gingras & The Cincinnati Klezmer 250067 1998 2073
Proj
3598 Broadway's Greatest Hits Vol. II Orchestra of the Americas PENDING 1998 2073
3599 Hollywood's Greatest Hits Vol. II Bill Broughton PENDING 1998 2073
3621 Symphonies: The Greatest Hits Various PENDING 1998 2073
3660 Concert Gold: Stars & Stripes Various 244629 1997 2072
3701 Seasons A Journey Cyberlin 250057 1998 2073
6223 On My Own Peter Nero 244631 1997 2072
6225 Phantom! and Other Broadway Ballads Florida Pops/Cacavas 244630 1997 2072
8159 Power Dance Various PENDING 1998 2073
8161 Best of Kram/Thee Underground Kingdom Various PENDING 1998 2073
9237 Oh Happy Day Reunion Edwin Hawkins 220550 1997 2072
9331 Hot Country Hits Vol. #1 Various 249984 1998 2073
9332 Hot Country Hits Vol. #2 Various 250528 1998 2073
9333 T.G. Sheppard Live T.G. Sheppard 250513 1998 2073
9526 Booty Mix '98 Various PENDING 1998 2073
9530 Elektronika II Various PENDING 1998 2073
65272 The Only One (EP) The Huntingtons PENDING 1998 2073
65286 Fun and Games The Huntingtons PENDING 1998 2073
92962 Here to Stay Jo El Sonnier 250507 1998 2073
192741 Trip on X-Trip Theory Trip Theory PENDING 1998 2073
192751 The Hit List-PG Version Various PENDING 1998 2073
192851 The Hit List-R Version Various PENDING 1998 2073
195101 Booty Mix 2 - The Next Bounce Various PENDING 1998 2073
195171 Bootleg Booty Various PENDING 1998 2073
195201 Flavors of Jazz Various PENDING 1998 2073
195231 Nasty Various PENDING 1998 2073
3596 All The Things You Are Peter Nero PENDING 1998 2073
9513 Total Ritmo Various PENDING 1998 2073
3704 In Black and White Gary Smart, Piano PENDING 1998 2073
9526 Booty Mix 3 Various 249866 1998 2073
9298 Lynn Anderson Latest and Greatest Lynn Anderson PENDING 1998 2073
3621 Symphonies, The Greatest Hits Various PENDING 1998 2073
3622 Piano, The Greatest Hits Various PENDING 1998 2073
9297 Tim Briggs Tim Briggs 249874 1998 2073
3587 Broadway's Greatest Hits Vol. I Various 249865 1998 2073 1
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
REV. LICENSE
SELECTION PRJ# TITLE ARTIST SR # SR DATE DATE REV. DATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
3702 Echoes of Ella Fitzgerald Gary Motley 249873 1998 2073
3598 Broadway's Greatest Hits Vol. II Various 249906 1998 2073
3599 Hollywood's Greatest Hits Vol. II Bill Broughton/Orchestra of the Americas 249872 1998 2073
9531 Elektronika Vol. II Various PENDING 1998 2073
9612 The Reggae Cowboys Bellamy Brothers PENDING 1998 2073
8916 The Music of Oktoberfest Various PENDING 1998 2073
8915 The Music of South America Various PENDING 1998 2073
4625 The Best of Al Jolson Al Jolson PENDING 1998 2073
3705 The Greatest Hits of Al Jolson John Arpin PENDING 1998 2073
3707 George Gershwin Plays His Greatest Hits George Gershwin PENDING 1998 2073
4624 The Best of Louis Armstrong Louis Armstrong PENDING 1998 2073
4623 Music from TITANIC The American Film Orchestra PENDING 1998 2073
4627 The Best of Harry James Harry James PENDING 1998 2073
4626 The Best of Benny Goodman Benny Goodman PENDING 1998 2073
8128 City Limits Mike City PENDING 1998 2073
9531 Ampibian Mariner PENDING 1998 2073
9299 Perpetual Emotion Earl Thomas Conley PENDING 1998 2073
3713 Romance At The Movies John Arpin PENDING 1998 2073
3714 L'Chaim Various PENDING 1998 2073
9519 Indigo Moods Various PENDING 1998 2073
3708 Fields of Honour Band of the Royal Regiment of PENDING 1998 2073
Canada/48th Hig
9338 Here We Go Again Dazz Band PENDING 1998 2073
9532 Retro Lunchbox:Flashback Flix Various PENDING 1998 2073
3519 My Final Vision Frank Pellico PENDING 1998 2073
9335 Now & Again: The Best of R. McDowell Ronnie McDowell PENDING 1998 2073
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
EXHIBIT A
SCHEDULE C-1
INTERSOUND MASTERS
U.S. COPYRIGHT SONG DATE OF REGIS.
REGIS. NO. TITLE
PA812-584 Anoint Me Lord 09/09/96
PA813-142 Burden Bearer 09/09/96
PA812-599 Be Encouraged 09/09/96
PA813-545 Cause My Jesus Did 09/10/96
PA811-807 Closer to You 09/11/96
PA812-939 God Will Make a Way 09/12/96
PA813-140 Holy Ghost Aside 09/09/96
PA812-591 Heaven 09/09/96
PA811-810 I Need Thee 09/10/96
PA812-596 In the Arms of Love 09/09/96
PA813-141 Just Because 09/10/96
PA812-590 Jesus Precious King 09/09/96
PA813-573 Let the Healing Begin 09/10/96
PA812-960 Message to Jesus 09/17/96
PA812-589 Message to Jesus - Reprise 09/09/96
PA812-598 No Turning Back 09/09/96
PA813-581 Oh! 09/09/96
PA813-139 Pick It Up 09/10/96
PA812-585 Rejoice 09/09/96
PA812-597 Still in Love with You 09/09/96
PA812-594 Sure Won't Forget 09/09/96
PA811-787 Since the Lord Changed My 09/13/96
Life
PA813-143 Trust in Jesus 09/10/96
PA813-572 'Til the End 09/10/96
PA812-595 'Til You Take the Pain Away 09/09/96
PA813-574 Til the End (Jazz Version) 09/10/96
PA812-583 Take a Trip 09/09/96
PA812-588 Unfailing God 09/09/96
PA813-580 What He's Done for Me 09/09/96
PA811-786 We Worship Christ 09/13/96
PA810-454 A Mother in Zion 08/26/96
PA810-452 Fill My Cup 08/26/96
PA810-473 I've Come All the Way 08/26/96
PA810-469 People Don't Do 08/26/96
<PAGE>
PA810-432 Stay Under the Blood 08/26/96
PA810-453 Saints in Praise 08/26/96
PENDING U.S. COPYRIGHT SONG
APPLICATION NO. TITLE FILING DATE
<PAGE>
EXHIBIT A
SCHEDULE C-1
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
101211 TCHAIKOVSKY-NUTCRACKER SUITE DELETE Owned 2065 World
101401 APPALACHIAN SPRING SHORT SYM DELETE Owned 2065 World
101531 BACH:OBOE CONC;RIFKIN 4/15/86 Owned 2065 World
101761 BEETHOVEN-PIANO CONCERTO NO.2 DELETE Owned 2065 World
101851 BACH,MAGNIFICAT IN D;BACH ENSB 1/15/85 Owned 2065 World
101951 MOZART:BASSOON CON:MILLER/MAR 5/15/86 Owned 2065 World
102111 'BACH MEETS BEATLES';BAYLESS 9/15/84 Owned 2060 World
102201 'XMAS AT THE POPS';ROCHESTER/K 8/15/85 Owned 2065 World
102241 'VIENESSE SOMMERFEST';MINN ORC 9/15/85 Owned 2065 World
102281 BEETHOVEN-VIOLIN CONCERTO-SILV DELETE Owned 2065 World
102331 MOZART-SYMPHONY NO.40 DELETE Owned 2065 World
102351 3 GUITARS 3 DELETE Owned 2065 World
102381 DOHNANYI-SERENADE DELETE Owned 2065 World
102391 DOHNANYI-SONATAS DELETE Owned 2065 World
102411 BARBER-VIOLIN CONCERTO DELETE Owned 2065 World
102431 GRIEG-SCHUMANN/RUSSELL SHERMAN DELETE Owned 2065 World
102461 CHOPIN,MAZURKAS,WALTZES/SERKIN 7/15/86 Owned 2065 World
102471 MOXART SONATAS-SERKIN DELETE Owned 2065 World
102481 C.P.E. BACH-SONATAS-LEONHARDT DELETE Owned 2065 World
102501 'SABRE DANCE':HOUSTON/COMMIS 4/15/86 Owned 2065 World
102511 TCHAIKOVSKY WALTES HOUSTON S.O DELETE Owned 2065 World
102591 BEETHOVEN PIANO CONTEROS 1&4 DELETE Owned 2065 World
102601 BEETHOVEN PIANO CONCERTOS 2&3 DELETE Owned 2065 World
102611 BEETHOVEN PIANO CONCERTO NO.5 DELETE Owned 2065 World
102621 DUKES OF DIXIELAND 10/15/85 Owned 2060 World
102631 'CELEBRATE AMERICA!';HOUSTON/C 2/15/86 Owned 2065 World
102641 'SYNCOPATED CLOCK':ROCHESTER/K 5/15/86 Owned 2065 World
102661 BRAHMS,PIANO CONCERTO#1/SERKIN 7/15/86 Owned 2065 World
102671 POMP ON PARADE-COMISSIONA DELETE Owned 2065 World
102681 VIOLIN ENCORES-SILVERSTEIN DELETE Owned 2065 World
102711 BRAHMS:VIOLIN CONCERTO;UTAH/SL 9/15/86 Owned 2065 World
102731 VIVALDI;BASSOON CONCERTO;MILLR 8/15/86 Owned 2065 World
102761 'TIES AND TAILS';ELLING/GERSH; 10/15/86 Owned 2065 World
102771 MOZART-SERKIN-SILVERSTEIN DELETE Owned 2065 World
102781 EPISODES-SUMMIT BRASS DELETE Owned 2065 World
102791 FESTIVAL OF BAROQUE DELETE Owned 2065 World
102801 'FILM TRACKS', PARA THEATRE OR 7/15/86 Owned 2065 World
102811 'UP AND AWAY';PARAMONT THEATRE 9/15/86 Owned 2060 World
102821 'PIPES OF CHRISTMAS';PARAMOUNT 5/15/86 Owned 2060 World
102831 HANDEL:MESSIAH HIGH;MARYLAND 5/15/86 Owned 2065 World
103111 CHOPIN:24 PRELUDES OP.28;SHERM 11/15/86 Owned 2065 World
103121 BRAZILIAN DANCES-LIMA DELETE Owned 2065 World
103151 DUELING ORGANS; LARSEN/CURLEY 8/15/87 Owned 2060 World
103161 TCHAIKOVSKY:VIOLIN CONCERTO/SL 8/15/87 Owned 2065 World
103181 ALL AMERICAN BRASS-SUMMIT BRAS DELETE Owned 2065 World
103191 HOLST-THE PLANETS-MATA DELETE Owned 2065 World
103201 SIBELIUS-SYMPHONY NO.2 DALLAS DELETE Owned 2065 World
103221 'UPTOWN-DOWNTOWN',KUNZEL:ROCHS 7/15/87 Owned 2065 World
103251 ROMAN FESTIVAL-PACIFIC S.O. DELETE Owned 2065 World
103311 BACH:GOLBERG VARIATIONS DELETE Owned 2065 World
103331 ARTISTRY OF ANDREW DAVIS 5/15/88 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
103361 BRAHMS:PINO CON#2;SERK/ALANTA 3/15/87 Owned 2065 World
103381 SWITCHED ON CLASSICS DELETE Owned 2065 World
103391 'GIVE MY REGARDS';PARAMOUNT/LA 2/15/87 Owned 2060 World
103401 CARNIVAL FOR BRASS-ST.LOUIS BS DELETE Owned 2065 World
103411 BAROQUE BRASS-ST. LOUIS BRASS DELETE Owned 2065 World
103421 GREAT MELODIES FROM THE CLASSI DELETE Owned 2065 World
103441 HERE COMES THE BRIDE-LYN LARSN DELETE Owned 2065 World
103451 DVORAK-SLOVIC DANCES DELETE Owned 2065 World
103461 'BACH ON ABBEY ROAD'-BAYLESS 8/15/87 Owned 2060 World
103471 AN ENGLISH CHRISTMAS DELETE Owned 2065 World
103481 'A CLASSIC CHRISTMAS',VARIOUS 6/15/87 Owned 2065 World
103501 'POP GO THE BEATLES';WAYLAND 10/15/87 Owned 2065 World
103511 'AMERICA SWINGS'HOUSTON/WAYLA 8/15/87 Owned 2065 World
103521 GERSHWIN:RHAPSODY IN BLUE;DENV 11/15/87 Owned 2065 World
103531 THE FINEST HOUR-CURLEY DELETE Owned 2065 World
103541 CARLO CURLEY AT ROYAL FESTIVAL DELETE Owned 2065 World
103581 SCHUBERT DANCES:SERKIN 6/15/87 Owned 2065 World
103591 'A NIGHT AT THE POPS';KUNZEL 10/15/87 Owned 2065 World
103601 'JOY OF CHRISTMAS',VARIOUS 6/15/87 Owned 2065 World
103611 BOLERO;DENVER SYMPHONY 9/15/87 Owned 2065 World
103621 BEETHOVEN PIANO SONATAS-SERKIN DELETE Owned 2065 World
103641 DANCE TO YOUR DADDY DELETE Owned 2065 World
103891 DVORAK:SILVERSTEIN DELETE Owned 2065 World
103911 MISTY:JOHN DANKWORTH DELETE Owned 2065 World
103931 SCHUMANN:SYM1#4/HOUSTON,COMISS 5/15/88 Owned 2065 World
103941 SCHUMANN:SYM2&3/HOUSTON,COMISS 5/15/88 Owned 2065 World
104031 THE THREE HEROES DELETE Owned 2065 World
104071 FROM LONDON WITH LOVE Owned 2065 World
104081 ERICH KUNZEL'S GERSHWIN DELETE Owned 2065 World
104091 TCHAIKOVSKY:1812 AUDIO+/DALLAS 7/15/88 Owned 2065 World
104101 VIVE LA FRANCE DELETE Owned 2065 World
104131 BACH,BAYLESS & BEATLES:BAYLESS 1/15/89 Owned 2060 World
104141 CLASSICAL JUKEBOX DELETE Owned 2065 World
104171 AMAZING GRACE;CARLO CURLEY 10/15/88 Owned 2060 World
104191 SWITCHED ON BEATLES;CHASE/RUKR 10/15/88 Owned 2065 World
104201 STOMPIN AT THE SAVOY DELETE Owned 2065 World
104211 SOPHISTICATED LADIES DELETE Owned 2065 World
104281 SWITCHED ON XMAS;CHASE/RUKER 9/15/88 Owned 2065 World
104341 NO BUSINESS LIKE SHOW BUSINESS 10/15/88 Owned 2060 World
104351 PIPES OF HOLLYWOOD:HAZELTON 1/15/89 Owned 2060 World
104421 RACHMANINOFF:CON #2, VIARDO/DL 2/15/89 Owned 2065 World
104431 STRAVINSKY: FIREBIRD/DALLAS/MA 2/15/89 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
104441 SERENADE - UTAH SYMPHONY AUDIO 2/15/89 Owned 2065 World
104451 RAGTIMES GREATEST HITS-HAZELTO 8/15/89 Owned 2060 World
104471 BEETHOVEN: VARIATIONS SERKIN DELETE Owned 2065 World
104491 GREATEST HITS OF THE BIG BANDS 5/15/89 Owned 2065 World
104521 A TOUCH OF FIEDLER DELETE Owned 2065 World
104531 MUSSORGSKY:PICTURES ENTREMONT 5/15/89 Owned 2065 World
104541 LEROY ANDERSON G HITS;KUNZEL 5/15/89 Owned 2065 World
104611 'BEST OF THE MILLS BROTHERS' 6/15/89 Owned 2065 World
104621 PRIME TIME - TV THEMES 6/15/89 Owned 2060 World
104701 SCHUBERT:TROUT-ENTREMONT 1/15/90 Owned 2065 World
104751 'PHANTOM' FLORIDA POPS/CACAVAS 9/15/89 Owned 2060 World
104771 GREIG/RACHMANINOFF:SYM DANCES 10/15/89 Owned 2065 World
104781 'TODAYS BRIDE'FLORIDA POPS 4/15/90 Owned 2060 World
104791 MAHLER:2ND SYMP;MATA/DALLAS 10/15/89 Owned 2065 World
104881 ANTHEM-DESOLATION ANGELS 9/15/89 Owned 2065 World
104921 'ANTHEMS OF THE WORLD'/ROYAL G 10/15/89 Owned 2060 World
104951 KUNZEL'S GREATEST HITS 2/15/90 Owned 2065 World
104981 MOZART: PIANO SONATAS ENTREMON 5/15/90 Owned 2065 World
104991 MOZART: PIANO SONATAS 2 ENTREM 5/15/90 Owned 2065 World
105001 CELLO 2/15/94 Owned 2065 World
105041 HOLLYWOOD MARCHES-SCHIFFRIN 6/15/90 Owned 2060 World
105101 THEMES OF OUR LIVES 7/15/90 Owned 2065 World
105111 TOUCHDOWN USA:FLORIDA MARCHING 8/15/90 Owned 2060 World
105121 BRAZILIAN NIGHTS:ARTHUR LIMA 8/15/90 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
105221 ON MY OWN - PETER NERO 9/15/90 Owned 2060 World
105241 MUSIC FOR MURDER (SURROUND) 10/15/90 Owned 2060 World
105271 FIREWORKS FOR ORCHESTRA 10/15/90 Owned 2060 World
105281 BROADWAY (SURROUND) 10/15/90 Owned 2060 World
105391 TCHAIK: 1812, CASSOCK MATA 8/15/91 Owned 2060 World
105411 VIVE LA LIBERTE:DENVER/ENTREMO 8/15/91 Owned 2060 World
105421 HOLST: THE PLANETS 3/15/91 Owned 2060 World
105431 ROMAN CARNIVAL 4/15/91 Owned 2060 World
105441 MUSSORSKY:PICTURE AT AN EXHIBI 8/15/91 Owned 2060 World
105451 AMERICAN'S WE - HENRY FILMORE 1/15/91 Owned 2060 World Extendable at Intersound's Option
105461 SHALOM-MUSIC OF THE JEWISH PEO 1/15/91 Owned 2060 World
105471 LEGENDS - JUDY GARLAND 2/15/91 Owned 2060 World
105561 THE NAME IS BOND...JAMES BOND 4/15/91 Owned 2060 World
105601 GRAND OLD FLAG 4/15/91 Owned 2060 World
105631 CAROL FOR THE PLANET 8/15/91 Owned 2065 World
105641 BRIDES BOOK - SURROUND 2/15/92 Owned 2060 World
105691 WEDDING DAY 5/15/91 Owned 2060 World
105701 SNAPSHOTS OF AMERICA 5/15/91 Owned 2060 World
105731 AFTER HOURS 8/15/91 Owned 2060 World
105741 GERSHWIN:RHAPSODY IN BLUE:DENV 2/15/92 Owned 2060 World
105761 CLASSIC CONNECTIONS;NERO 9/15/91 Owned 2060 World
105771 OSCAR! - LALO SCHIFRIN 2/15/92 Owned 2060 World
105781 MOZART:SYMPHONY 40 & 41 8/15/91 Owned 2060 World
105791 MOZART:EINE KLIENE NACHT MUSIC 9/15/91 Owned 2060 World
105801 THE TEMPEST:MUSIC OF THE STORM 8/15/91 Owned 2060 World
105811 DE FALLA:THREE CORNERED HAT 8/15/91 Owned 2060 World
105821 THE NUTCRACKER 8/15/91 Owned 2065 World
105841 TCHAIKOVSKY WALTZES:HOUSTON 2/24/92 Owned 2060 World
105861 GRAND SALON ARPIN 2/15/92 Owned 2060 World
105871 STRAVINSKY:THE FIREBIRD:DSO 2/24/92 Owned 2060 World
105881 BEETHOVEN:VIOLIN CONCERTO 3/23/92 Owned 2060 World
105891 GLIERE SYMPHONY #3:SAN DIEGO 9/15/91 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 4
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
105941 NEW YORK, NEW YORK:NYCGMC 2/15/92 Owned 2060 World Extendable at Intersound's Option
105961 STRAVINSKY:PETROUSHKA-DALLAS 9/15/91 Owned 2060 World
106181 WOLVERINES:SHANGHAI SHUFFLE DELETE Owned 2065 World
106201 TIGER RAG;DUKES OF DIXIELAND 9/15/86 Owned 2060 World
106211 LIVE FROM SATURDAY NIGHT LIVE DELETE Owned 2065 World
106221 RIO NIDO:VOICINGS DELETE Owned 2065 World
106281 LOVE YOU MADLY:ESTREM/HOLMQUIS DELETE Owned 2065 World
106351 MYSTERY WALK:JOE TAYLOR DELETE Owned 2065 World
106441 BEST OF THE DUKES OF DIXIELAND 9/15/87 Owned 2060 World
106451 SAMOA:NO BAND IS AN ISLAND DELETE Owned 2065 World
106581 JOE TAYLOR:DARKEN GARDEN DELETE Owned 2065 World
106591 AL HIRT: THAT A PLENTY Owned 2060 World
106661 A CLOSER WALK-ALLIANCE HALL 2/15/94 Owned 2060 World
106671 JUMP START:RICK STRAUSS DELETE Owned 2065 World
106701 COTTON CANDY; AL HIRT 2/15/89 Owned 2060 World
106781 BOSSA:ESTREM/HOLMQUIST DELETE Owned 2065 World
106791 ECHOES OF HARLEM;DANKWORTH/ROC 10/15/88 Owned 2065 World
106821 NEW ORLEANS - ALLIANCE HALL 2/15/89 Owned 2060 World
106861 MOZART FOR A NEW AGE/CHASE 4/15/89 Owned 2065 World
106871 JAZZIN' THE POPS'-AL HIRT 8/15/89 Owned 2060 World
106901 BODYLINES:RICK STRAUSS 6/15/89 Owned 2065 World
106931 'AIN'T MISBEHAVIN'-ALLIANCE HA 9/15/89 Owned 2060 World Extendable at Intersound's Option
106941 BEST OF BOURBON STREET:VARIOUS 6/15/89 Owned 2060 World
106971 'RIDIN THE TIDE'-OCEANS 6/15/89 Owned 2065 World
106981 'SYMPHONY SESSIONS' GILLESPIE 9/15/89 Owned 2065 World
107021 KINGSTON TRIO;BEST OF THE BEST 7/15/86 Owned 2060 World
107031 SYMPHONIC DREAMS-MULLIGAN 9/15/87 Owned 2065 World
107271 AL HIRT'S GREATEST HITS 7/15/90 Owned 2060 World Extendable at Intersound's Option
107291 BACH FOR A NEW AGE:EARNEST 8/15/90 Owned 2065 World
107301 LULLABIES FOR A NEW AGE 8/15/90 Owned 2065 World Extendable at Intersound's Option
107321 BASIN STREET BLUES;OLYMPIA 8/15/90 Owned 2060 World
107341 ON BOURBON STREET:OLYMPIA BRAS 4/15/91 Owned 2060 World
107351 LIVE AT PRESERVATION HALL-OLY 7/15/91 Owned 2060 World
107361 FUNERAL PARADE 1/15/92 Owned 2065 World
107371 SANTA FE SUNSET 2/24/92 Owned 2065 World
107391 SAINTS:NEW ORLEANS ALL STARS 1/15/94 Owned 2060 World
107401 PARTNERS IN TIME 9/6/94 Owned 2070 World
108051 FIREWORKS BRASS;CHI BRAS/MAXI 1/15/86 Owned 2060 World
108401 MESSIAH HIGHLIGHTS 6/15/89 Owned 2065 World
108411 CHRISTMAS AT THE POPS 6/15/89 Owned 2065 World
108421 WORLDS GREATEST CAROLS 6/15/89 Owned 2065 World
108431 NEW AGE NOEL 6/15/89 Owned 2065 World
108461 'COPLANDS GREATEST HITS' 6/15/89 Owned 2055 World
109921 O HOLY NIGHT (2DISC SET) 7/15/92 Owned 2055 World
109931 CHRISTMAS TREASURES 2 DISC 7/15/92 Owned 2055 World
110211 AL HIRT'S GREATEST HITS 7/15/92 Owned 2060 World
110301 ROMANCE & ROSES: 4 DISC SET 12/15/96 Owned 2060 World
110311 CLASSIC INTERLUDES 6/16/96 Owned 2055 World
110551 BROADWAY - 4 DISC 12/15/92 Owned 2070 World
110651 INTERLUDES;VAN KRAVEN 4DISC 12/15/96 Owned 2065 World
110701 IMPRESSIONS - 4 DISC SLEEVE 9/15/93 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 5
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
110801 MUSIC OF THE BEATLES: 4 CD 2/15/94 Owned 2065 World
110851 DIXIELANDS GREATEST;4DISC 12/15/93 Owned 2065 World
110961 BEATLES,BAYLESS,BACH: 2 DISC 1/15/93 Owned 2065 World
111001 PASSION:4 DISC SET 12/15/96 Owned 2065 World
111151 BEST OF BRANSON:4 DISC SET 8/15/94 Owned 2055 World
111201 BEST OF BROADWAY:4 DISC SET 8/15/94 Owned 2065 World
111251 BEST OF HOLLYWOOD:4 DISC SET 8/15/94 Owned 2065 World
111301 CHRISTMAS TREASURES:4 DISC SET 9/15/94 Owned 2055 World
111351 A HOLIDAY SONGBOOK:4 DISC SET 9/15/94 Owned 2055 World
111401 SEASONS GREETINGS:4 DISC SET 9/15/94 Owned 2055 World
111651 JOY TO THE WORLD: 4 DISC SET 8/15/95 Owned 2055 World
111701 SOUNDS OF THE SEASON:4 DISC 8/15/95 Owned 2055 World
111751 VAN CRAVEN:LA AMOUR 4 DISC 12/15/96 Owned 2065 World
111801 PARTY SET:4 DISC 6/15/96 Owned 2055 World
111851 CLASSIC COUNTRY HITS:4 DISC 6/15/96 Owned 2055 World
111901 ALL TIME FAVORITES:4 DISC 8/15/96 Owned 2055 World
111951 CLASSIC COUNTRY HYMNS:4 DISC 8/15/96 Owned 2055 World
115011 A COUNTRY CHRISTMAS 7/15/91 Owned 2055 World
115021 HOME FOR THE HOLIDAYS 7/15/91 Owned 2055 World
115031 SILENT NIGHT 7/15/91 Owned 2055 World
115041 THE FIRST NOEL 7/15/91 Owned 2055 World
115051 SOUNDS OF CHRISTMAS 7/15/91 Owned 2055 World
115061 DECK THE HALLS 7/15/91 Owned 2055 World
115071 WHITE CHRISTMAS 7/15/91 Owned 2055 World
115081 A CHRISTMAS ALBUM 7/15/91 Owned 2055 World
115091 JOY TO THE WORLD 7/15/91 Owned 2055 World
115101 CHRISTMAS MAGIC 7/15/91 Owned 2055 World
115111 HOLLY AND THE IVY 7/15/91 Owned 2055 World
115121 THE NUTCRACKER 7/15/91 Owned 2055 World
115131 CHRISTMAS IN AMERICA 7/15/91 Owned 2055 World
115141 HOLIDAY CLASSICS 7/15/91 Owned 2055 World
115151 CAROLS FOR CHRISTMAS 7/15/91 Owned 2055 World
115161 THE FIRST NOEL 7/15/91 Owned 2055 World
115171 SLEIGH RIDE 7/15/91 Owned 2055 World
115181 A CLASSIC CHRISTMAS 7/15/91 Owned 2055 World
115191 MESSIAH HIGHLIGHTS 7/15/91 Owned 2055 World
115201 O HOLY NIGHT 7/15/91 Owned 2055 World
115211 NUTCRACKER 7/15/92 Owned 2055 World
115215 REDEEM THE TIME 11/15/92 Owned 2055 World
115221 O HOLY NIGHT 7/15/92 Owned 2055 World
115231 A FAMILY CHRISTMAS 8/15/92 Owned 2055 World
115241 THE FIRST NOEL 8/15/92 Owned 2055 World
115251 CHRISTMAS MELODIES 8/15/92 Owned 2055 World
115261 JOYFUL TIDINGS 8/15/92 Owned 2055 World
115271 STEVEN DE GROOTE IN RECITAL 4/15/93 Owned 2055 World
115295 GSE 1529 Owned 2055 World
115305 FRANCOIS DU TOIT 2/15/94 Owned 2055 World
115311 CHRISTMAS AT THE POPS 6/15/94 Owned 2055 World
115321 A NUTCRACKER CHRISTMAS 6/15/94 Owned 2055 World
115331 CAROLS OF CHRISTMAS 6/15/94 Owned 2055 World
115341 CHRISTMAS IN AMERICA 6/15/94 Owned 2055 World
- -----------------------------------------------------------------------------------------------------------------------------------
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Page 6
<PAGE>
Masters Status
<TABLE>
<CAPTION>
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item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
115351 SILENT NIGHT 6/15/94 Owned 2055 World
115361 A CLASSIC CHRISTMAS 6/15/94 Owned 2055 World
115371 JOY TO THE WORLD 6/15/94 Owned 2055 World
115381 HOME FOR THE HOLIDAYS 6/15/94 Owned 2055 World
115391 SONGS FOR THE SEASON 6/15/94 Owned 2055 World
115401 TWELVE DAYS IN DECEMBER 6/15/94 Owned 2055 World
115421 CHRISTMAS POPS 6/25/96 Owned 2055 World
115431 HOLIDAY CLASSICS 6/25/96 Owned 2055 World
115441 CHRISTMAS CHORUS 6/25/96 Owned 2055 World
115451 SILENT NIGHT 6/25/96 Owned 2055 World
115461 THE NUTCRACKER 6/25/96 Owned 2055 World
115471 CHRISTMAS COUNTRY 6/25/96 Owned 2055 World
115481 CHRISTMAS BRASS 6/25/96 Owned 2055 World
115491 NOEL 6/25/96 Owned 2055 World
115501 HANDEL'S MESSIAH 6/25/96 Owned 2055 World
115511 CAROLS 6/25/96 Owned 2055 World
115701 WINTER WONDERLAND:4 DISC SET 9/16/96 Owned 2055 World
115751 CHRISTMAS TREASURES:4 DISC SET 9/16/96 Owned 2055 World
115801 CHRISTMAS CLASSICS 9/16/96 Owned 2055 World
115851 SEASONS GREETINGS:4 DISC SET 9/16/96 Owned 2055 World
115901 JOY TO THE WORLD:4 DISC SET 7/16/97 Owned 2055 World
116011 SEASON'S GREETINGS 7/15/93 Owned 2055 World
116021 YULETIDE CLASSICS 7/15/93 Owned 2055 World
116031 CHRISTMAS AT THE POPS 7/15/93 Owned 2055 World
116041 CHRISTMAS JOURNEY 7/15/93 Owned 2055 World
116051 A SWINGIN' CHRISTMAS 7/15/93 Owned 2055 World
116061 A HOLIDAY SONGBOOK 7/15/93 Owned 2055 World
116211 NUTCRACKER 9/15/94 Owned 2055 World
116221 XMAS AT THE POPS 9/15/94 Owned 2055 World
116231 12 DAYS IN DECEMBER 9/15/94 Owned 2055 World
116241 CAROLS OF XMAS 9/15/94 Owned 2055 World
116251 WINTER WONDERLAND 9/15/94 Owned 2055 World
116261 XMAS CLASSICS 9/15/94 Owned 2055 World
116271 SLEIGH BELLS 9/15/94 Owned 2055 World
116281 O HOLY NIGHT 9/15/94 Owned 2055 World
116311 A NUTCRACKER CHRISTMAS 6/25/96 Owned 2055 World
116321 CHRISTMAS AT THE POPS 6/25/96 Owned 2055 World
116331 CHRISTMAS IN AMERICA 6/25/96 Owned 2055 World
116341 A HOLIDAY SONGBOOK 6/25/96 Owned 2055 World
116351 CHRISTMAS CLASSICS 6/25/96 Owned 2055 World
116361 SILENT NIGHT 6/25/96 Owned 2055 World
116371 SOUNDS OF THE SEASON 6/25/96 Owned 2055 World
116381 SLEIGH RIDE 6/25/96 Owned 2055 World
116391 CAROLS OF CHRISTMAS 6/25/96 Owned 2055 World
116401 CHRISMTAS JOURNEY 6/25/96 Owned 2055 World
116511 SLEIGHRIDE 8/16/97 Owned 2055 World
116521 JINGLE BELLS 8/16/97 Owned 2055 World
116531 AWAY IN A MANAGER 8/16/97 Owned 2055 World
116541 DECK THE HALLS 8/16/97 Owned 2055 World
116551 LET IT SNOW 8/16/97 Owned 2055 World
116561 GREENSLEEVES 8/16/97 Owned 2055 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 7
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
116571 JOY TO THE WORLD 8/16/97 Owned 2055 World
116581 THE FIRST NOEL 8/16/97 Owned 2055 World
116591 CAROL OF THE BELLS 8/16/97 Owned 2055 World
116601 SILENT NIGHT 8/16/97 Owned 2055 World
116611 A NUTCRACKER CHRISTMAS 8/16/97 Owned 2055 World
116621 CHRISTMAS CLASSICS 8/16/97 Owned 2055 World
116631 THE FIRST NOEL 8/16/97 Owned 2055 World
116641 JOY TO THE WORLD 8/16/97 Owned 2055 World
116651 A CHRISTMAS SONGBOOK 8/16/97 Owned 2055 World
116661 DECK THE HALLS 8/16/97 Owned 2055 World
116671 THIS CHRISTMAS 8/16/97 Owned 2055 World
116681 CAROL OF THE BELLS 8/16/97 Owned 2055 World
116691 GREENSLEEVES 8/16/97 Owned 2055 World
116701 JINGLE BELLS 8/16/97 Owned 2055 World
116751 SILENT NIGHT:4 DISC SET Owned 2055 World
116801 A HOLIDAY SONGBOOK:4 DISC SET Owned 2055 World
116851 CHRISTMAS CLASSICS:4 DISC SET Owned 2055 World
116901 SOUNDS OF THE SEASON:4 DISC SE Owned 2055 World
117001 MOVIES:4 DISC SET 10/15/96 Owned 2055 World
117101 ROMANCE & ROSES:VOL 2 4DISC 12/15/96 Owned 2055 World
117151 SCOTT JOPLIN: 4 DISC SET 1/15/97 Owned 2055 World
117201 MARTINI'S & MEMORIES:4 DISC SE 1/15/97 Owned 2055 World
117291 *PIANO INTERLUDES:4 DISC SET 8/15/97 Owned 2055 World
134101 MOZART:SONATA VOL3-ENTREMONT 7/15/90 Owned 2055 World
134111 MOZART:SONATAS VOL4,ENTREMONT 4/15/92 Owned 2055 World
134351 MAGICAL, MYSTICAL, MOUSE 10/15/92 Owned 2065 World
134361 COPLAND PORTRAIT -STRAKS 10/15/92 Owned 2065 World
134371 CARPE DIEM 1/15/93 Owned 2065 World
134401 LOOK OF LOVE - WEDDING MUSIC 3/15/93 Owned 2065 World
134501 RACHMANINOFF'S ISLE OF THE DEA 8/15/93 Owned 2065 World
134551 NERO: MY WAY 9/15/93 Owned 2065 World
134571 DALLAS:THREE HEROES,RACHMANINO 8/15/93 Owned 2065 World
134581 BOLERO:DENVER SYMPHONY ORCH 8/15/93 Owned 2065 World
134591 BRAHMS PIANO CONCERTOS:ATLANTA 8/15/93 Owned 2065 World Extendable at Intersound's Option
134771 O PERFECT LOVE-WEDDING HARP 2/15/94 Owned 2065 World
134781 JEWISH WEDDING ALBUM 2/15/94 Owned 2065 World Extendable at Intersound's Option
134901 FIRE & ICE: FRANK PELLICO 4/15/94 Owned 2065 World
134951 PHANTOM OF THE ORGAN 4/15/94 Owned 2065 World Extendable at Intersound's Option
135001 CELEBRATE AMERICA:HOUSTON,SAN 5/15/94 Owned 2065 World Extendable at Intersound's Option
135021 AMERICAN FESTIVAL:MILWAUKEE 5/15/94 Owned 2065 World Extendable at Intersound's Option
135051 PETER NERO AND FRIENDS 10/15/94 Owned 2065 World
135161 POMP ON PARADE:HOUSTON 10/15/94 Owned 2065 World
135191 *PELLICO:BEGIN THE BEQUINE 12/15/94 Owned 2055 World Extendable at Intersound's Option
135231 CHRISTMAS PIANO ROLL 4/15/95 Owned 2055 World Extendable at Intersound's Option
135241 PIANO ROLL:AMERICAN PATROL 4/15/95 Owned 2065 World
135251 PIANO ROLL:AMERICAN SALUTE 4/15/95 Owned 2055 World
135261 PIANO ROLL:SENTIMENTAL YOU 4/15/95 Owned 2055 World
135271 PIANO ROLL:WALTZ YOU SAVED FOR 4/15/95 Owned 2055 World
135281 XMAS SWING:LEAGUE OF DECENCY 6/25/96 Owned 2055 World
135421 LOVE IS:ENHANCED 10/15/95 Owned 2065 World
135441 WEDDING DAY:A BRIDES BOOK 2/15/96 Owned 2065 World
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</TABLE>
Page 8
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
135451 BEETHOVEN:SYM #9 ATLANTA:2 DIS 1/15/95 Owned 2055 World Extendable at Intersound's Option
135461 MESSIAH: 2 DISC 6/25/96 Owned 2055 World Extendable at Intersound's Option
135471 VAN CRAVEN: OUR LOVE 1/15/96 Owned 2055 World
135571 CELEBRATE AMERICA 3/15/96 Owned 2055 World Extendable at Intersound's Option
135591 AMERICAN PARADE 3/15/96 Owned 2055 World
135611 SPACE AND BEYOND 3/15/96 Owned 2055 World
135621 XMAS WITH JOHN ARPIN 6/25/96 Owned 2055 World
135631 CHRISTMAS UNPLUGGED:ED SWEENEY 9/16/96 Owned 2055 World
135641 OLDE FASHIONED CHRISTMAS 9/16/96 Owned 2055 World
135661 ORINOCO FLOW:TALIESIN ORCHEST 972015 Owned 2071 World
135671 PETER NERO:LOVE SONGS RAINY DA 11/15/96 Owned 2055 World
135721 ARPIN AT THE OPERA 9/15/96 Owned 2055 World
135731 TANGO 9/15/96 Owned 2055 World
135741 BROADWAY FOR LOVERS 11/15/96 Owned 2055 World
135751 FORBIDDEN FOREST 5/15/97 Owned 2055 World Extendable at Intersound's Option
135831 PETER NERO:MORE IN LOVE Owned 2055 World
135841 ECHOES OF ELLINGTON 8/15/97 Owned 2055 World Extendable at Intersound's Option
135851 ECHOES OF ELLA Owned 2055 World Extendable at Intersound's Option
135871 BROADWAY GREATEST HITS:2 DISC 8/15/97 Owned 2055 World Extendable at Intersound's Option
135881 HOLLYWOOD'S GREATEST HITS:2 DI 8/15/97 Owned 2055 World Extendable at Intersound's Option
135901 PETER NERO:MORE IN LOVE 9/15/97 Owned 2055 World Extendable at Intersound's Option
135911 M GINRAS:KLEZMER CINCY 9/23/97 Owned 2055 World Extendable at Intersound's Option
135931 JOHN ARPIN:MY FAVORITE REQUEST 9/15/97 Owned 2055 World
135941 ANTHEM: TALESIN 10/15/97 Owned 2065 World
136151 AT THE MOVIES:REFERENCE GOLD 11/15/95 Owned 2060 World
136161 LOVERS ONLY:REFERENCE GOLD 11/15/95 Owned 2060 World
136511 HOLLYWOOD: THE GREATEST HITS 4/15/94 Owned 2060 World
136521 THE BEST OF BROADWAY 4/15/94 Owned 2060 World
136531 ENCORES! THE BEST OF THE POPS 4/15/94 Owned 2060 World
136541 BEATLES: CLASSIC HITS 4/15/94 Owned 2060 World
136551 DIXIELAND:THE GREATEST HITS 2/15/94 Owned 2060 World
136561 ROMANCE:MUSIC OF LOVE 4/15/94 Owned 2060 World
136571 MOVIES:HOLLYWOOD 10/15/96 Owned 2055 World
136581 PARTY SET 8/15/96 Owned 2055 World
136701 BIZET:CARMEN,FAUST,SAMSUNET DI 1/15/95 Owned 2065 World
136711 PUCCINI:M.BUTTERFLY,LA BOHEME 1/15/95 Owned 2065 World
136721 VERDI:RIGALETTO,LA TRAVIATA 1/15/95 Owned 2065 World
136731 WAGNER:TRISTAN & ISOLDE,DIE ME 1/15/95 Owned 2065 World
140001 HAWAIIAN HOLIDAY 10/15/90 Owned 2065 World
140011 HOLIDAY IN FRANCE 10/15/90 Owned 2065 World
140021 HOLIDAY IN ITALY 10/15/90 Owned 2065 World
140031 OKTOBERFEST 10/15/90 Owned 2065 World
140041 HOLIDAY IN SPAIN 10/15/90 Owned 2065 World
140051 HOLIDAY IN MEXICO 1/15/91 Owned 2065 World
140061 CARRIBEAN HOLIDAY 1/15/91 Owned 2065 World
140071 HOLIDAY IN RIO 1/15/91 Owned 2065 World
140081 BELLY DANCE UNTITLED 1/15/91 Owned 2065 World
140091 HOLIDAY IN IRELAND 4/15/91 Owned 2065 World
140101 HOLIDAY GYPSY 4/15/91 Owned 2065 World
140111 HOLIDAY IN GREECE 4/15/91 Owned 2065 World
140121 POLKA HOLIDAY 4/15/91 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 9
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
140131 SOUTH AMERICAN HOLIDAY 9/15/91 Owned 2065 World
140141 BAVARIAN HOLIDAY 9/15/91 Owned 2065 World
140151 HOLIDAY IN ISRAEL 9/15/91 Owned 2065 World
140161 HOLIDAY IN SCOTLAND 9/15/91 Owned 2065 World
140171 JAMACIAN HOLIDAY 1/13/92 Owned 2065 World
140181 SWISS HOLIDAY 1/13/92 Owned 2065 World
140191 SCANDAVIAN HOLIDAY 1/13/92 Owned 2065 World
140201 JAPANESSE HOLIDAY 1/13/92 Owned 2065 World
140211 CALYPSO HOLIDAY 4/15/92 Owned 2065 World
140221 MAMBO HOLIDAY 4/15/92 Owned 2065 World
140231 RUSSIAN HOLIDAY 4/15/92 Owned 2065 World
140241 DELETE Owned 2065 World
140251 HOLIDAY IN INDIA 2/15/93 Owned 2065 World
140261 MARIACHI HOLIDAY 2/15/93 Owned 2065 World
141011 TASTE OF FRANCE 8/15/92 Owned 2065 World
141021 TASTE OF GERMANY 8/15/92 Owned 2065 World
141031 TASTE OF ITALY 8/15/92 Owned 2065 World
141041 TASTE OF GREECE 8/15/92 Owned 2065 World
141051 TASTE OF SPAIN 8/15/92 Owned 2065 World
141061 TASTE OF THE CARIBBEAN 8/15/92 Owned 2065 World Extendable at Intersound's Option
141071 TASTE OF MEXICO 2/15/94 Owned 2065 World
141081 TASTE OF ISREAL 2/15/94 Owned 2065 World
141601 PETER NERO DIGITAL CLASSICS 1/15/92 Owned 2055 World
142111 BACH MEETS THE BEATLES 2/15/89 Owned 2055 World
142521 BEST OF BROADWAY 2/15/89 Owned 2055 World
142761 TIES AND TAILS 2/15/89 Owned 2055 World
142811 UP AND AWAY 2/15/89 Owned 2055 World
143221 UPTOWN DOWNTOWN 2/15/89 Owned 2055 World
143511 AMERICA SWINGS HOUSTON 2/15/89 Owned 2055 World
143591 A NIGHT AT THE POPS 2/15/89 Owned 2055 World
143711 GRAND NIGHT FOR SINGING 2/15/89 Owned 2055 World
143821 MY FAIR LADY 2/15/89 Owned 2055 World
144011 STRIKE UP THE BAND 2/15/89 Owned 2055 World
145011 GERRY MULLIGAN-SAXOPHONE DREAM 12/15/91 Owned 2055 World
145021 DIZZY GILLESPIE-NIGHT IN TUNES 12/15/91 Owned 2065 World
145031 AL HIRT - BOURBON STREET 12/15/91 Owned 2065 World
145041 BROADWAY'S GREATEST HITS 12/15/91 Owned 2065 World
145051 GOLDFINGER - JOHN CACAVAS 12/15/91 Owned 2065 World
145061 A NIGHT AT THE POPS - KUNZEL 12/15/91 Owned 2065 World
145071 TOM DOOLEY - KINGSTON TRIO 12/15/91 Owned 2065 World
145081 SPENCER DAVIS - GREATEST HITS 12/15/91 Owned 2055 World
145091 STRING OF PEARLS - WOLVERINES 12/15/91 Owned 2065 World
145101 IN THE MOOD - WOLVERINES 12/15/91 Owned 2065 World
145111 BEST OF SATURDAY NIGHT LIVE 12/15/91 Owned 2055 World
145121 DIXIELAND'S GREATEST HITS 12/15/91 Owned 2065 World
145131 COTTON EYED JOE 12/15/91 Owned 2055 World
145141 *COUNTRY BANJOS 12/15/91 Owned 2055 World
145151 *COUNTRY FIDDLES 12/15/91 Owned 2055 World
145191 *ET AND OTHER JOHN WILLIAM HIT 12/15/91 Owned 2055 World
145201 *THE TERMINATOR & OTHER MOVIE 12/15/91 Owned 2055 World
145211 *TELEVISIONS GREATEST HITS 12/15/91 Owned 2055 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 10
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
145221 *HITS OF THE SOAPS 12/15/91 Owned 2055 World
145241 *SWITCHED ON BEATLES 12/15/91 Owned 2055 World
145251 *I GET A KICK OUT OF YOU-ESTRE 12/15/91 Owned 2055 World
145261 *SOPHISTICATED LADY-ESTREM/HOL 12/15/91 Owned 2055 World
145271 AMAZING GRACE - CARLO CURLEY 12/15/91 Owned 2055 World
145281 FANFARES - DOC SEVERINSEN 12/15/91 Owned 2055 World
145291 TOUCHDOWN! 12/15/91 Owned 2065 World
145301 HAWAIIAN HOLIDAY 12/15/91 Owned 2065 World
145311 A TRIP TO OCTOBERFEST 12/15/91 Owned 2065 World
145321 CARIBBEAN HOLIDAY 12/15/91 Owned 2065 World
145331 MARIACHI 12/15/91 Owned 2065 World
145341 *SOUSA'S GREATEST HITS 12/15/91 Owned 2055 World
145351 LA BAMBA 12/15/91 Owned 2055 World
145361 MEDITATIONS - TRAMMELL STARKS 12/15/91 Owned 2055 World
145371 6ISIONS - ROBERT STRICKLAND 12/15/91 Owned 2055 World
145381 *HITS OF PHIL COLLINS 12/15/91 Owned 2055 World
145391 COUNTRY GOLD 2/15/92 Owned 2055 World
145401 COUNTRY GOLD VOL 2 2/15/92 Owned 2055 World
145421 CELEBRATE AMERICA 2/15/92 Owned 2055 World
145431 BEST OF MY LOVE 2/15/92 Owned 2065 World
145441 MAGIC, MICE & MERMAIDS 2/15/92 Owned 2055 World
145471 ET AND OTHER JOHN WILLIAM HITS 6/15/92 Owned 2065 World
145481 THE TERMINATOR & OTHER MOVIE 6/15/92 Owned 2065 World
145491 TELEVISIONS GREATEST HITS 6/15/02 Owned 2065 World
145501 HITS OF THE SOAPS 6/15/92 Owned 2055 World
145511 SWITCHED ON BEATLES 6/15/92 Owned 2065 World
145521 I GET A KICK OUT OF YOU 6/15/92 Owned 2065 World
145531 SOPHISTICATED LADY;D.ELLINGTON 6/15/92 Owned 2065 World
145541 SOUSA'S GREATEST HITS 6/15/92 Owned 2065 World
145551 HITS OF PHIL COLLINS;SPECTRUM 6/15/92 Owned 2065 World
145601 LET'S DANCE 9/15/92 Owned 2065 World
145661 GARTH BROOKS' GREATEST HITS 9/15/93 Owned 2065 World
145671 HYMNS FROM THE OLD COUNTRY CHU 9/15/93 Owned 2065 World
145681 GREATEST HITS OF ELTON JOHN 9/15/93 Owned 2065 World
145691 LOUISIANA MAN 9/15/93 Owned 2065 World
145701 CLASSIC COUNTRY DANCIN' 9/15/93 Owned 2065 World
145711 MOVIES GREATEST HITS 12/15/93 Owned 2065 World
145751 HOLIDAY IN FRANCE 12/15/93 Owned 2065 World
145761 AN IRISH HOLIDAY 1/15/94 Owned 2065 World
145771 THE EAGLES 8/15/94 Owned 2065 World
145781 BILLY JOEL 8/15/94 Owned 2065 World
145791 NEIL DIAMOND 8/15/94 Owned 2065 World
145801 WHITNEY HOUSTON 8/15/94 Owned 2065 World
145811 HALLOWEEN 8/15/94 Owned 2065 World
145821 FLEETWOOD MAC 2/15/95 Owned 2065 World
145831 UNFORGETTABLE:ROD STEWART 2/15/95 Owned 2065 World
145841 JAMES TAYLOR 2/15/95 Owned 2065 World
145851 MOVIE THEMES 94 2/15/95 Owned 2065 World
145861 HOUSE DISCO GREATEST HITS 2/15/95 Owned 2065 World
145971 CARPENTERS 7/15/95 Owned 2065 World
145981 GENESIS 7/15/95 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
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Page 11
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
145991 HOUSE DISCO VOL. 2 7/15/95 Owned 2065 World
146001 JACKSON BROWNE 7/15/95 Owned 2065 World
146011 WAITING TO EXHALE & MORE 3/26/96 Owned 2055 World
146021 TOY STORY AND MORE 3/26/96 Owned 2055 World
146031 SHADOW OF YOUR SMILE 3/26/96 Owned 2055 World
146041 BEHIND THE MOON 3/26/96 Owned 2055 World
146091 MUSIC OF BARRY MANILOW 7/15/96 Owned 2055 World
146101 MUSIC OF ABBA 7/15/96 Owned 2055 World
146111 MUSIC OF CAROLE KING 7/15/96 Owned 2055 World
146121 MUSIC OF LINDA RONSTADT 7/15/96 Owned 2055 World
146131 SCREEN THEMES:MISSION IMPOSSIB 1/15/97 Owned 2055 World
146141 COUNTRY DANCE MIX 1/15/97 Owned 2055 World
146151 MUSIC OF STING 1/15/97 Owned 2055 World
146171 COUNTRY WEDDING 4/15/97 Owned 2055 World
146181 A TIME FOR US 4/15/97 Owned 2055 World
147001 COUNTRY GREATS 5/15/95 Owned 2065 World
147011 COUNTRY GREATS VOL 1 4/16/97 Owned 2055 World
147021 BABY'S GOT HER BLUE JEANS ON 12/15/95 Owned 2055 World
147031 COUNTRY GREATS VOL 3 4/16/97 Owned 2055 World
147041 DIXIELAND PARADE 5/15/95 Owned 2065 World
147051 SWEET GEORGIA BROWN 12/15/95 Owned 2055 World
147061 TIGER RAG 12/15/95 Owned 2055 World
147071 DIXIELAND VOL 3 4/16/97 Owned 2055 World
147081 HOLLYWOOD MAGIC 5/15/95 Owned 2065 World
147091 HOLLYWOOD MAGIC VOL 1 4/16/97 Owned 2055 World
147101 HLWD MAGIC:CASABLANCA & OTHER 12/15/95 Owned 2055 World
147111 HOLLYWOOD MAGIC VOL 3 4/16/97 Owned 2055 World
147121 BIG BAND SALUTE 5/15/95 Owned 2065 World
147131 BIG BAND SALUTE:MOOD INDIGO 12/15/95 Owned 2055 World
147141 BIG BAND SALUTE:IN THE MOOD 12/15/95 Owned 2055 World
147151 BIG BAND SALUTE:MOONLIGHT SERE 12/15/95 Owned 2055 World
147161 BROADWAY OPENING NIGHT 5/15/95 Owned 2065 World
147171 BROADWAY VOL 1 4/16/97 Owned 2055 World
147181 ON BROADWAY:OPENING NIGHT 12/15/95 Owned 2055 World
147191 MUSIC OF THE NIGHT:OPENING NIG 12/15/95 Owned 2055 World
147201 COCKTAIL CLASSICS 5/15/95 Owned 2065 World
147211 COCKTAIL CLASSICS:PACHELBEL CA 12/15/95 Owned 2055 World
147221 COCKTAIL CLASSICS:BEETHOVENS 5 12/15/95 Owned 2055 World
147231 COCKTAIL CLASSICS:NUTCRACKER 12/15/95 Owned 2055 World
147241 AMERICAN SALUTE 5/15/95 Owned 2065 World
147281 SOLITUDE 5/15/95 Owned 2065 World
147291 SOLSTICE SUNSET 12/15/95 Owned 2055 World
147321 CLASSIC COUNTRY HYMNS 5/15/95 Owned 2065 World
147331 CLASSIC COUNTRY VOL 1 4/16/97 Owned 2055 World
147341 CLASSIC COUNTRY VOL 2 4/16/97 Owned 2055 World
147351 CLASSIC COUNTRY VOL 3 4/16/97 Owned 2055 World
147361 FOR LOVERS ONLY 5/15/95 Owned 2065 World
147371 LOVERS ONLY:CLAIR DE LUNA 12/15/95 Owned 2055 World
147381 LOVERS ONLY 12/15/95 Owned 2055 World
147391 LOVERS ONLY: MISTY 12/15/95 Owned 2055 World
147401 YOUR IN MY HEART-SPECTRUM 5/15/95 Owned 2065 World
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Page 12
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<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
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number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
147441 SAY YOU LOVE ME-SPECTRUM 5/15/95 Owned 2065 World
147481 GREATEST LOVE OF ALL-SPECTRUM 5/15/95 Owned 2065 World
147521 MAGIC OF THE MOVIES-SPECTRUM 5/15/95 Owned 2065 World
147561 ENDLESS LOVE: 3 DISC SET 11/15/95 Owned 2065 World
147601 ONLY LOVE:3 DISC SET 11/15/95 Owned 2065 World
147641 BREEZIN:3 DISC SET 11/15/95 Owned 2065 World
147681 GET LUCKY:3 DISC SET 11/15/95 Owned 2065 World
147721 CARRIBEAN MON! 3 DISC SET 11/15/95 Owned 2065 World
147761 NIGHT AT THE POPS:3 DISC SET 11/15/95 Owned 2065 World
152041 MESSIN AROUND 5/15/95 Owned 2065 World
152051 SOUL MAN 5/15/95 Owned 2065 World
152061 LET'S GO 5/15/95 Owned 2065 World
152071 STOMPIN 145021 Owned 2065 World
155011 DND:RENDEVOUS 10/15/96 Owned 2060 World
155021 DND:SEDUCTION 10/15/96 Owned 2060 World
155031 DND:PASSION 10/15/96 Owned 2060 World
155041 DND:AFTERGLOW 10/15/96 Owned 2060 World
160011 TALES FROM THE MESA 10/15/90 Owned 2060 World
160021 SOLSTICE SUNSET 10/15/90 Owned 2060 World
160031 FIRST LIGHT 10/15/90 Owned 2060 World
160041 NORTHERN LIGHTS 10/15/90 Owned 2060 World
160051 SEPTEMBER VISION 10/15/90 Owned 2060 World
160061 MEDITATION 10/15/90 Owned 2060 World
160071 MOUNTAIN SHADOWS 3/15/93 Owned 2060 World
160081 ENCHANTED PATHWAYS 3/15/93 Owned 2060 World
160091 MYSTIC SHORES 3/15/93 Owned 2060 World
160101 EVENING STORMS 3/15/93 Owned 2060 World
160121 EVENING SHADOWS 1/15/96 Owned 2065 World
160131 MOUNTAIN SHADOWS 1/15/96 Owned 2065 World
160141 RAINFOREST 1/15/96 Owned 2065 World
160151 OCEAN MAJESTY 1/15/96 Owned 2065 World
161011 CHILD TO CHILD 5/15/92 Owned 2065 World
161031 CITY OF THE SEA 5/15/92 Owned 2060 World
161041 SOLITUDE 5/15/92 Owned 2060 World
161051 NORTHERN LIGHTS 5/15/92 Owned 2060 World
161061 SANTA FE SUNSET 5/15/92 Owned 2060 World
161071 TWILIGHT SHADOWS 5/15/92 Owned 2060 World
161081 SCOTT JOPLIN 5/15/92 Owned 2060 World
161091 BACH FOR A NEW AGE 5/15/92 Owned 2060 World
161101 MOZART FOR A NEW AGE 5/15/92 Owned 2060 World
161151 COMMON PRAYER 9/15/92 Owned 2060 World
161161 CHRISTMAS TIDINGS 9/15/92 Owned 2060 World
161171 BAROLK FOLK 12/15/92 Owned 2060 World
161201 ACOUSTIC GUITAR 12/15/92 Owned 2060 World
162161 STARS & STRIPES 3/15/97 Owned 2060 World
162171 HOLST:THE PLANETS 3/15/97 Owned 2060 World
162181 LIGHT CALVARY & OTHER OVERTURE 3/15/97 Owned 2060 World
162191 VIVA LA FRANCE 3/15/97 Owned 2060 World
162201 FROM LONDON WITH LOVE 3/15/97 Owned 2060 World
162211 ROMANCING THE FILM 3/15/97 Owned 2060 World
162221 POP GO THE BEATLES 3/15/97 Owned 2060 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 13
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
162231 ON MY OWN 3/15/97 Owned 2060 World
162241 A NIGHT AT THE POPS 3/15/97 Owned 2060 World
162251 PHANTOM OF THE OPERA & OTHER 3/15/97 Owned 2060 World
162261 AN ENCHANTED EVENING:MUSIC OF 3/15/97 Owned 2060 World
162271 LEROY ANDERSON'S GREATEST HITS 3/15/97 Owned 2060 World
162281 MASTERS OF MAYHEM 3/15/97 Owned 2060 World
162291 SATIN DOLL 3/15/97 Owned 2060 World
162301 RACHMANINOFF:PIANO CONCERTO #3 3/15/97 Owned 2060 World
165011 CHRISTMAS BRASS 5/15/92 Owned 2060 World Extendable at Intersound's Option
165021 CHRISTMAS LANDSCAPES 5/15/92 Owned 2060 World
165031 12 DAYS IN DECEMBER 5/15/92 Owned 2060 World
165041 A DICKENS CHRISTMAS 5/15/92 Owned 2060 World
165051 CHRISTMAS IN THE CITY 5/15/92 Owned 2060 World
166011 CHRISTMAS MELODIES:VAN CRAVEN 6/25/96 Owned 2060 World
166021 ACOUSTIC CHRISTMAS 6/25/96 Owned 2060 World
166031 CHRISTMAS SAX:TODD NYSTROM 6/25/96 Owned 2060 World
166041 CHRISTMAS CAROLING 6/25/96 Owned 2060 World
166051 CHRISTMAS KEYBOARD:KELLER/WELL 6/25/96 Owned 2060 World
166061 A CHRISTMAS HARP 6/25/96 Owned 2060 World
170031 CLASSIC COUNTRY HYMNS 7/15/92 Owned 2065 World
170041 HYMNS FROM THE BAYOU 7/15/92 Owned 2065 World
170051 OH HAPPY DAY REUNION-EDWIN HAW 8/15/92 Owned 2065 World
170061 VOICES OF PRAISE 10/15/92 Owned 2065 World
170071 SEASONS OF PRAISE 10/15/92 Owned 2065 World
170081 ONLY LOVE- KARYN LIST 10/15/92 Owned 2065 World
170091 BAYOU HYMNS II 1/15/93 Owned 2065 World
170101 COUNTRY HYMNS II 1/15/93 Owned 2065 World
170211 ACOUSTIC PRAISE:CLASSICAL GUIT 2/15/94 Owned 2065 World
170221 ACOUSTIC PRAISE:STRING QUART 2/15/94 Owned 2065 World
170231 PAUL SMITH 2/15/94 Owned 2065 World
170291 DANNY CHAMBERS 2/15/94 Owned 2065 World
170301 HYMNS FROM THE HEART;SMOKY MTN 1/15/94 Owned 2065 World
170311 20/20 BLIND 2/15/94 Owned 2065 World
170371 8:TERRI LYNN:THE ONLY LIFE FOR 10/15/94 Owned 2065 World
170381 8:MAIA AMADA:FAITH REMAINS 10/15/94 Owned 2065 World
170411 8:CRAIG DUNCAN:DEEP RIVER 8/15/94 Owned 2065 World
170431 A HOMETOWN WEDDING 2/15/95 Owned 2065 World
175501 VICKIE WINANS 8/15/94 Owned 2060 World
175511 SALT OF THE EARTH:ORDER MYSTEP 9/15/94 Owned 2060 World
175521 JENNIFER HOLLIDAY:ON & ON 10/15/94 Owned 2060 World
175531 IONA LOCKE:LETS GET IT ON 10/15/94 Owned 2060 World
175551 FLORIDA MASS CHOIR:HOLY 10/15/94 Owned 2060 World
175581 PAUL SMITH:EXTRA MEASURE 2/15/94 Owned 2060 World
175591 20/20 BLIND 2/15/94 Owned 2060 World
175611 MAIA AMADA:FAITH REMAINS 10/15/94 Owned 2060 World
175621 1 WAY:DESTINATION UNKNOWN 10/15/94 Owned 2060 World
175631 CRAIG DUNCAN:DEEP RIVER 10/15/94 Owned 2060 World
175641 HOME TOWN WEDDING:C. DUNCAN 2/15/95 Owned 2060 World
175651 MICHAEL SCOTT & OUTREACH CHOIR 3/15/95 Owned 2060 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 14
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
175661 SLIM & THE SUPREME ANGELS 3/15/95 Owned 2060 World
175671 WILLIAM BECTON 4/15/95 Owned 2060 World
175701 MIGHTY CLOUDS OF JOY 4/15/95 Owned 2060 World
175711 JAMES HALL COMMUNITY CHOIR 9/15/95 Owned 2060 World
175731 LEAD ME:DALLAS FT WORTH 7/15/95 Owned 2060 World
175741 DONNIE HARPER 8/15/95 Owned 2060 World
175761 A GOSPEL CHRISTMAS 8/15/95 Owned 2060 World
175781 B CHASE WILLIAMS 8/15/95 Owned 2060 World
175801 KATHY MYERS 3/16/96 Owned 2060 World
175811 I FEEL GOOD:FREEDOM CHOIR 7/15/95 Owned 2060 World
175821 MY TRIBUTE:FREEDOM CHOIR 7/15/95 Owned 2060 World
176071 GMWA COMPILATION 1/16/96 Owned 2060 World
176081 DELEON RICHARDS:MY LIFE 4/14/96 Owned 2060 World
176091 SUNDAY MORNING COUNTRY 3/26/96 Owned 2060 World
180011 'VICTORY AT SEA' 9/15/89 Owned 2065 World
180021 'GREAT BIG BAND HITS 9/15/89 Owned 2065 World
180031 'SOUND OF MUSIC' 9/15/89 Owned 2065 World
180051 'BROADWAY'S GREATEST HITS' 9/15/89 Owned 2065 World
180061 'WORLD'S GREATEST LOVE SONGS' 9/15/89 Owned 2065 World
180081 'BEATLE'S GREATEST HITS' 9/15/89 Owned 2065 World
180091 'YANKEE DOODLE DANDY' 9/15/89 Owned 2065 World
180101 'DUKE ELLINGTON'S GREATEST HIT 9/15/89 Owned 2065 World
180111 BLUE TANGO-ANDERSON, LEROY 4/15/90 Owned 2065 World
180121 FIEDLERS FAVORITES 4/15/90 Owned 2065 World
180131 JAMES BONDS GREATEST HITS 8/15/90 Owned 2065 World
180141 HALLELUJAH HOLLYWOOD 4/15/90 Owned 2065 World
180151 GOTHAMS GREATEST:THEMES 6/15/89 Owned 2060 World
180171 'BEST OF LAMBADA'-PARA CARIMBO 2/15/90 Owned 2065 World
180181 DIXIELAND'S GREATEST HITS 8/15/90 Owned 2065 World
180201 GERSHWIN/ELLINGTON GREATST HIT 8/15/90 Owned 2065 World
180211 DANCE, DANCE, DANCE 1/15/91 Owned 2065 World
180221 GERSHWIN AT THE MOVIES 1/15/91 Owned 2065 World
181011 TEMPLE OF BOOM 4/15/94 Owned 2065 World
181021 BASS ZONE 4/15/94 Owned 2065 World
181031 BACK 2 BASS X 9/15/94 Owned 2065 World
181081 WAY 2 REAL:38TH STREET 11/15/94 Owned 2065 World
181101 MENTALLY DISTURBED 4/15/95 Owned 2065 World
181111 BACK 2 BASS X:PG 2/15/95 Owned 2065 World
181141 (PG)WAY 2 REAL:38TH ST 2/15/95 Owned 2065 World
181161 BASS DREAMS 4/15/95 Owned 2065 World
181171 THREE STEPS FROM NOWHERE 4/15/95 Owned 2065 World
181191 PG:BASS DREAMS 4/15/95 Owned 2065 World
181211 PASS IT ON: CD MAXI 5/15/95 Owned 2065 World
181301 BASS ALERT (ENHANCED) 10/15/95 Owned 2065 World
181351 BASS DATES 11/15/95 Owned 2065 World
181361 BASS ALERT:PG VERSION 1/15/96 Owned 2065 World
181371 BASS DATES:PG VERSION 1/15/96 Owned 2065 World
181381 GHETTO BEATS 3/26/96 Owned 2060 World
181411 GHETTO BEATS:PG VERSION 4/15/96 Owned 2060 World
181421 *BASS 2 THE OLD SCHOOL 5/15/96 Owned 2060 World
181431 ROCK THA BASS 5/15/96 Owned 2060 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 15
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
181441 *BACK 2 THA OLD SCHOOL:V2 7/15/96 Owned 2060 World
181451 *BASS CRIMES 7/15/96 Owned 2060 World
181461 *GHOSTTOWN DJ'S FRANTIC 10/15/96 Owned 2060 World
181491 BOO JAMZ:SUPAQUAD 5/15/97 Owned 2060 World
181501 BASS HEADZ:2 DISC 3/15/97 Owned 2060 World
181511 BASS TRIP:2 DISC 3/15/97 Owned 2060 World
181521 BASS CREATIONS VOL 2 4/15/97 Owned 2060 World
181531 PHASE BASS 4/15/97 Owned 2060 World
181541 BASS MIXX:2 DISC SET 7/15/97 Owned 2060 World
181551 BASS ASYLUM:2 DISC SET 7/15/97 Owned 2060 World
183011 BROADWAY-RODGERS & HAMMERSTEIN 9/15/92 Owned 2065 World
183021 BROADWAY-ANDREW LLOYD WEBBER 9/15/92 Owned 2065 World
183031 BROADWAY-KERN,GERSHWIN,BERNSTE 9/15/92 Owned 2065 World
183041 BROADWAY-LA CAGE,CHORUS LINE 9/15/92 Owned 2065 World
183051 BROADWAY-FIDDLER, FUNNY GIRL 9/15/92 Owned 2065 World
183061 BROADWAY-LERNER & LOWE 9/15/92 Owned 2065 World
183071 BROADWAY-OKLAHOMA,CAROUSEL&FLO 9/15/93 Owned 2065 World
183081 BDWAY-GUYS&DOLLS,HELLO DOLLY&C 9/15/93 Owned 2065 World
183091 INT BDWAY:WITH ONE LOOK: 11/15/96 Owned 2060 World
183101 INT BDWAY:NIGHT AND DAY 11/15/96 Owned 2060 World
183111 INT BDWAY:MY FAVORITE THINGS 11/15/96 Owned 2060 World
183121 INT BDWAY:SINGIN IN THE RAIN 11/15/96 Owned 2060 World
184011 HLWD:SEX & SEDUCTION 7/15/94 Owned 2065 World
184021 HLWD:FINAL FRONTIER 7/15/94 Owned 2065 World
184031 HLWD:GREAT EPICS 7/15/94 Owned 2065 World
184041 HLWD:WAR IS HELL 7/15/94 Owned 2065 World
184051 HLWD:WILD WESTERNS 7/15/94 Owned 2065 World
184061 HLWD:MUSIC FOR MURDER 7/15/94 Owned 2065 World
184071 HLWD:HEARTSTRINGS 7/15/95 Owned 2065 World
184081 HLWD:FINE ROMANCE 7/15/95 Owned 2065 World
189011 FRANCE INTERNATIONAL 3/15/95 Owned 2065 World
189021 ITALY INTERNATIONAL 3/15/95 Owned 2065 World
189031 GERMANY INTERNATIONAL 3/15/95 Owned 2065 World
189041 SPAIN INTERNATIONAL 3/15/95 Owned 2065 World
189051 MEXICO INTERNATIONAL 3/15/95 Owned 2065 World
189061 CARIBBEAN INTERNATIONAL 3/15/95 Owned 2065 World
189071 SCOTLAND INTERNATIONAL 3/15/95 Owned 2065 World
189081 IRELAND INTERNATIONAL 3/15/95 Owned 2065 World
189091 ISREAL INTERNATIONAL 3/15/95 Owned 2065 World
189101 GREECE INTERNATIONAL 3/15/95 Owned 2065 World
189111 HAWAII INTERNATIONAL 3/15/95 Owned 2065 World
189121 JAPAN INTERNATIONAL 3/15/95 Owned 2065 World
191051 JANIE FRICKE 7/15/91 Owned 2065 World
191101 ROY CLARK - FAVORITE HYMNS 7/15/93 Owned 2065 World
191121 GATLIN CHRISTMAS 6/25/96 Owned 2065 World
191141 JOHNNY RODRIGUEZ RUN FOR BORDE 8/15/93 Owned 2065 World
191171 ZION CHOIR:THE SOUNDS OF ZION 5/15/94 Owned 2065 World
191181 KATHY MEYER:A SAFE PLACE 2/15/94 Owned 2065 World
191191 HEAVEN SENT 2/15/94 Owned 2065 World
191211 EDDY RAVEN 5/15/94 Owned 2065 World
191221 BANJOMANIA! 5/15/94 Owned 2065 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 16
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
191231 THE GATLIN BROS: COOL WATER 5/15/94 Owned 2065 World
191241 EDWIN HAWKINS:KINGS & KINGDOMS 5/15/94 Owned 2065 World
191271 VICKIE WINANS 7/15/94 Owned 2065 World
191281 IONA LOCKE:LETS GET IT ON 10/15/94 Owned 2065 World
191291 8:SALT OF THE EARTH:ORDER MY S 8/15/94 Owned 2065 World
191301 BANJOMANIA CHRISTMAS 6/25/96 Owned 2060 World
191331 8:FLORIDA MASS CHOIR:HOLY 10/15/94 Owned 2065 World
191351 GATLINS BOX SET 8/15/94 Owned 2065 World
191411 RONNIE JAMES 1/15/95 Owned 2070 World
191431 MICHAEL SCOTT & OUTREACH CHOIR 2/15/95 Owned 2065 World
191441 SLIM & THE SUPREME ANGELS 2/15/95 Owned 2065 World
191451 WILLIAM BECTON 4/15/95 Owned 2065 World
191471 MIGHTY CLOUDS OF JOY - POWER 4/15/95 Owned 2065 World
191481 KANSAS:FREAKS OF NATURE 4/15/95 Owned 2065 World
191491 EXILE 4/15/94 Owned 2065 World
191501 SONS OF BEACHES:BELLAMY BROS 5/15/95 Owned 2065 World
191531 DAN SEALS 6/15/95 Owned 2065 World
191551 I FEEL GOOD: MYRA WALKER SINGR 6/15/95 Owned 2065 World
191561 MY TRIBUTE:MYRA WALKER SINGERS 6/15/95 Owned 2065 World
191571 LEAD ME:DALLAS FT WORTH CHOIR 6/15/95 Owned 2070 World
191611 NJ MASS WITH DONNIE HARPER 7/15/95 Owned 2065 World
191621 B CHASE WILLIAMS WITH SHABACH 9/15/95 Owned 2065 World
191631 JAMES HALL COMMUNITY CHOIR 9/15/95 Owned 2065 World
191641 IONA LOCKE 9/15/95 Owned 2065 World
191661 KATHY MEYER 1/15/96 Owned 2065 World
191671 SOUNDS OF THE SPRIRT:GMWA 1/15/96 Owned 2065 World
191681 OH HAPPY DAY:MYRA WALKER SINGE 1/16/97 Owned 2065 World
191691 *DELEON RICHARDS:ITS MY LIFE 3/15/96 Owned 2065 World
191701 MYRA WALKER:PRECIOUS LORD 1/16/97 Owned 2065 World
191741 MICHAEL STANLEY:COMING UP FOR 2/15/96 Owned 2070 World
191761 P.AMOUR:MIDDLE OF A MIRACLE 5/14/96 Owned 2060 World
191771 *OL' SCHOOL:OHIO PLAYERS 3/15/96 Owned 2071 World
191781 ANTHONY HILL:A MESSAGE TO JESU 5/14/96 Owned 2060 World
191801 MICHAEL SCOTT 8/15/96 Owned 2060 World
191821 *CAMEO:NASTY 7/15/96 Owned 2071 World
191831 *THE GAP BAND:LIVE AND WELL 6/15/96 Owned 2071 World
191901 *TOGETHER AS ONE:SLIM & M.CLOU 6/15/96 Owned 2071 World
192141 BAILLIE & THE BOYS:AROUND THE 9/15/96 Owned 2071 World
192151 JACK JEZZRO:NASHVILLE PLAYERS 10/15/96 Owned 2071 World
192181 SALT OF THE EARTH:COME LETS WO 9/15/96 Owned 2071 World
192201 *CONFUNKSHUN:LIVE FOR YA A** 8/15/96 Owned 2071 World
192221 *EDGAR WINTER:THE REAL DEAL 7/15/96 Owned 2071 World
192231 VOICES OF THE VALLEY 7/15/96 Owned 2071 World
192241 SLIM & ANGELS:NOBODY BUT YOU 9/15/96 Owned 2071 World
192261 MIGHTY CLOUDS:LIVE IN CHARLEST 11/15/96 Owned 2071 World
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</TABLE>
Page 17
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
192341 LIVE AT GMWA 96:MERCY THAT SUI 11/15/96 Owned 2071 World
192371 OH HAPPY DAY REUNION:E.HAWKINS 1/15/97 Owned 2071 World
192381 ON & ON:JENNIFER HOLLIDAY 1/16/97 Owned 2071 World
192391 ZION 1/16/97 Owned 2071 World
192401 CLOSEST FRIENDS:HEAVEN SENT 1/16/97 Owned 2071 World
192411 KINGS & KINGDOMS:EDWIN HAWKINS 1/16/97 Owned 2071 World
192421 HOLY:FLORIDA MASS CHOIR 1/16/97 Owned 2071 World
192431 LEAD ME:DFW MASS CHOIR 1/16/97 Owned 2071 World
192441 SEND YOUR RAIN:NJ MASS CHOIR 1/16/97 Owned 2071 World
192471 TM YOUTH CHOIR 2/15/97 Owned 2071 World
192571 WE REMEMBER HIM 1/15/97 Owned 2071 World
192591 GOOD NEWS GROOVE 2/15/97 Owned 2071 World
192671 DAZZ BAND 5/15/97 Owned 2071 World
192681 STOP THE GUNFIGHT:TRAPP.2PAC,N 972015 Owned 2071 World
192701 PG:STOP THE GUNFIGHT:TRAPP,2PA 4/22/97 Owned 2071 World
192741 TRIP ON X 6/15/97 Owned 2071 World
192761 R MCDOWELL:ELVIS:TRIBUTE TO TH 6/15/97 Owned 2071 World
192811 LAKESIDE:INVASION 8/26/97 Owned 2071 World
192841 GEORGE CLINTON:LIVE&KICKIN 2 9/15/97 Owned 2071 World
192871 MICHAEL JOHNSON:ON & ON 8/15/97 Owned 2071 World
192881 EDDIE RABBITT:BEATIN THE ODDS 9/15/97 Owned 2071 World
192891 DUELING BANJOMANIA 10/15/97 Owned 2071 World
193011 CROSSROADS-JANIE FRICKE 8/15/92 Owned 2065 World
193021 ROY CLARK 3/15/96 Owned 2065 World
193031 MEL MCDANIEL 4/15/93 Owned 2065 World
193041 JANIE FRICKE 4/15/93 Owned 2065 World
193051 LARRY GATLIN 4/15/93 Owned 2065 World
193061 MICKEY GILLEY 4/15/93 Owned 2065 World
193091 MICKEY GILLEY VOL. 2 1/15/94 Owned 2065 World
193211 COUNTRY POLKATIME 3/15/96 Owned 2071 World
193261 EDDY RAVEN 7/15/96 Owned 2071 World
193271 JOHNNY RODRIQUEZ 7/15/96 Owned 2071 World
193281 MEL MCDANIEL 7/15/96 Owned 2071 World
193291 DIXIELAND 7/15/96 Owned 2071 World
193301 MOE BANDY: ACT NATURALLY 10/15/97 Owned 2071 World
195091 MUSIC FACTORY:DANCE TRIP 2000 2/15/97 Owned 2071 World
195131 MUY CALIENTE 9/23/97 Owned 2071 World
195151 BIG BAND DANCE MIX 4/15/97 Owned 2071 World
196021 CARMINE 1/15/94 Owned 2071 World
196031 WENDY BUCKLEW:PAINTING SIDEWAL 8/15/94 Owned 2065 World
196061 THE GRAPES 1/15/95 Owned 2065 World
199921 B CHASE WILLIAMS Owned 2071 World
199931 VICKIE WINANS Owned 2071 World
199941 BRONX MASS Owned 2071 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 18
<PAGE>
INTERSOUND
Releases
12/2/97 through 07/28/98
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
NUMBER DESCRIPTION RELEASE LICENSE TERM TERRITORY
DATE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
3594 Taliesin Anthem 12/30/97 Own Perpetuity World
1431 Passion Volume 2 1/6/98 Own Perpetuity World
1426 George Mann, Piano - Sensual Classics 1/6/98 Own Perpetuity World
3596 Peter Nero - All the Things You Are 1/27/98 Own Perpetuity World
3587 Broadway's Greatest Hits-Paul Freeman-Orchestra of the Americas 1/27/98 Own Perpetuity World
3598 Broadway's Greatest Hits-Paul Freeman-Orchestra of the Americas 1/27/98 Own Perpetuity World
3588 Hollywood's Greatest Hits-Bill Broughton-Orchestra of the Americas 1/27/98 Own Perpetuity World
3599 Hollywood's Greatest Hits-Bill Broughton-Orchestra of the Americas 1/27/98 Own Perpetuity World
8159 Power Dance 1/27/98 Own Perpetuity World
8161 Thee Underground Kingdom - Kram 2/24/98 Own Perpetuity World
3621 Symphonies: The Greatest Hits 2/24/98 Own Perpetuity World
3622 Piano: The Greatest Hits 2/24/98 Own Perpetuity World
9296 Jo-El Sonnier - Here to Stay 2/24/98 Own Perpetuity World
9333 TG Sheppard Live 2/24/98 Own Perpetuity World
9331 Hot County Hits Volume 1 2/24/98 Own Perpetuity World
9332 Hot County Hits Volume 2 2/24/98 Own Perpetuity World
9291 Bring on Da Funk Vol 1 - George Clinton, Cameo, Dazz Band and More 2/24/98 Own Perpetuity World
9292 Bring on Da Funk Vol 2 - Ohio Players, Lakeside, ConFunkShun and More 2/24/98 Own Perpetuity World
9293 Bring on Da Funk Vol 3 - Gap Band, George Clinton, Dazz Band and More 2/24/98 Own Perpetuity World
9294 Bring on Da Funk Vol4 - Lakeside, ConFunkShun and More 2/24/98 Own Perpetuity World
9298 Lynn Anderson - Latest and Greatest 3/31/98 Own Perpetuity World
8129 Mike City - Body 3/31/98 Own Perpetuity World
3702 Gary Motley - Echoes of Ella 3/31/98 Own Perpetuity World
9531 Mariner - Amphibian 4/28/98 Own Perpetuity World
8128 Mike City - Body 4/28/98 Own Perpetuity World
8915 The Music of South America - Los Amigos 4/28/98 Own Perpetuity World
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
NUMBER DESCRIPTION RELEASE LICENSE TERM TERRITORY
DATE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
8916 The Music of Oktoberfest! The Bavarian Oktoberfest Band 4/28/98 Own Perpetuity World
4624 The Best of Louis Armstrong - First Choice 4/28/98 Own Perpetuity World
4625 The Best of Al Jolson - First Choice 4/28/98 Own Perpetuity World
4626 The Best of Benny Goodman - First Choice 4/28/98 Own Perpetuity World
4627 The Best of Harry James - First Choice 4/28/98 Own Perpetuity World
4623 Music From Titanic - American Film Orchestra 4/28/98 Own Perpetuity World
9533 Duke Mushroom Presents Mellowtron Drum-n-Basics 6/2/98 Own Perpetuity World
3578 Echoes of Billy Holiday 6/2/98 Own Perpetuity World
8128 Mike City - City Limits 6/2/98 Own Perpetuity World
1734 Music for Entertaining 6/2/98 Own Perpetuity World
1735 Relaxing With The Classics 6/2/98 Own Perpetuity World
1736 An Evening With Beethoven 6/2/98 Own Perpetuity World
1737 An Evening With Mozart 6/2/98 Own Perpetuity World
4628 Titanic and Other Move Hits 0 America Film Orchestra 6/2/98 Own Perpetuity World
4631 Summer Jammin' 6/2/98 Own Perpetuity World
4629 Annie Laurie and Other Celtic Ballads 6/2/98 Own Perpetuity World
4630 Round the House! Budd O'Reillly Band 6/2/98 Own Perpetuity World
9339 All Star Booty Mix - Various 6/23/98 Own Perpetuity World
9338 Dazz Band - Here We Go Again 6/23/98 Own Perpetuity World
9288 From the Heart - Last Recordings of Eddie Rabbitt 6/23/98 Own Perpetuity World
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
SCHEDULE C-2
------------
TO
INTELLECTUAL PROPERTY
SECURITY AGREEMENT
COPYRIGHT LICENSES
------------------
Exhibit A to this Schedule C-2 sets forth a list of copyrights licensed by
Debtor and its Subsidiaries.
<PAGE>
EXHIBIT A
Schedule C-2
<TABLE>
<CAPTION>
PLATINUM MASTERS
- ----------------------------------------------------------------------------------------------------------------------------------
REVERSION LICENSE
SELECTION PRJ # TITLE ARTIST SR # SR DATE DATE REVERSION DATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
2022 1010 Christmas Gift of Love Various EXCLUSIVE LICENSE 2004
41014 909 Songs From Ablion 3 (lease)(REX) Johnson, Jeff EXCLUSIVE LICENSE 1998
42000 926 Blue Belly Sky (lease) (REX) Waiting EXCLUSIVE LICENSE 1998
43001 908 Songs From Ablion 2 (lease)(REX) Johnson, Jeff EXCLUSIVE LICENSE 1998
45010 905 Isle of Dreams (lease) (REX) Johnson, Jeff EXCLUSIVE LICENSE 1999
611452 814 Back To Gospel Various EXCLUSIVE LICENSE 1998
611752 865 Watching The River Run Messina, Jim EXCLUSIVE LICENSE 2001
611922 861 Fallen Angel Warren, Jamie EXCLUSIVE LICENSE 2006
612192 881 This Is The Day (lease) Whitman, Walt EXCLUSIVE LICENSE 2001
612202 883 Live And Blessed (lease) Whitman, Walt EXCLUSIVE LICENSE 2001
612212 882 We Are One (lease) Whitman, Walt EXCLUSIVE LICENSE 2001
690053 870 Saturday Nite Sing (Video) Various EXCLUSIVE LICENSE (OPEN)
6519921 Holy Bible - Old Testament Statler Brothers EXCLUSIVE LICENSE 1998
6520021 Holy Bible - New Testament Statler Brothers EXCLUSIVE LICENSE 1998
997 Untitled (HOB) Barksdale, Becky EXCLUSIVE LICENSE 2001
885 Undivided Soul Emit Ridge EXCLUSIVE LICENSE 2001
907 Songs From Ablion 1 (lease)(REX) Johnson, Jeff EXCLUSIVE LICENSE 1998
894 On Air Parsons, Alan EXCLUSIVE LICENSE 2003
884 Sing Children Sing (Lease) Whitman, Walt EXCLUSIVE LICENSE 2001
878 One Way Wiggins, Allen EXCLUSIVE LICENSE 2002
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT A
Schedule C-2
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
103971 SCOTT JOPLINS GREATEST HITS 5/15/88 Exclusive License 8/31/97 World
104311 'CHEEK TO CHEEK' ASTAIRE 7/15/88 Non-Exclusive License 2055 World
104321 'PENNIES FROM HEAVEN' CROSBY 7/15/88 Non-Exclusive License 2055 World
104331 S'WONDERFUL-GEORGE GERSHWIN 10/15/88 Non-Exclusive License 2055 World
104361 MAMMY AL JOLSON 10/15/88 Non-Exclusive License 2055 World
104371 PAPER MOON PAUL WHITEMAN 10/15/88 Non-Exclusive License 2055 World
104381 'MA CHERIE' - CHEVALIER 2/15/89 Non-Exclusive License 2055 World
104391 I WISH YOU WERE - ARMSTRONG 2/15/89 Non-Exclusive License 2055 World
104401 BOO BOO BE DOOP - BETTY BOOP 10/15/88 Non-Exclusive License 2055 World
104461 THE BEATLES BOOK-HARNOY 8/15/89 Exclusive License Sell Off World
104511 'BROADWAY BAROQUE'-JOHN ARPIN 2/15/90 Exclusive License 8/31/97 World
104551 AMAZING GRACE-40TH HIGHLANDERS 5/15/89 Exclusive License 8/31/97 World
104571 POCKETFUL OF DREAMS - CROSBY 10/15/89 Non-Exclusive License 2065 World
104581 'A FINE ROMANCE'-ASTAIRE 6/15/89 Non-Exclusive License 2065 World
104591 'VAGABOND LOVER' - RUDI VALLE 10/15/89 Non-Exclusive License 2065 World
104601 'MAKIN WHOOPEE'-CANTOR/BRICE 6/15/89 Non-Exclusive License 2065 World
104731 'YOU'RE THE TOP' - MERMAN 1/15/90 Non-Exclusive License 2065 World
104761 'IRELAND MY IRELAND'-MCCORMACK 1/15/90 Non-Exclusive License 2065 World
104811 MARIA CALLAS LIVE 5/15/90 Exclusive License 8/31/97 World
104821 'MOOD INDIGO'-ELLINGTON 6/15/89 Non-Exclusive License 2065 World
104831 'LEGENDARY ENTERTAINERS' 9/15/89 Non-Exclusive License 2065 World
104841 'LEGENDARY BANDS OF THE 20'S' 9/15/89 Non-Exclusive License 2065 World
104851 'LEGENDARY BANDS OF THE 30'S' 9/15/89 Non-Exclusive License 2065 World
104861 'BROTHER CAN YOU SPARE A DIME' 9/15/89 Non-Exclusive License 2065 World
104871 KINGS OF RAGTIME-ARPIN 8/15/89 Exclusive License 8/31/97 World
104891 20 LEGENDARY TENORS 5/15/90 Exclusive License 8/31/97 World
104901 'JAZZ ME BLUES'/BIX BIEDERBECK 10/15/89 Non-Exclusive License 2065 World
104911 'ROSE MARIE' - NELSON EDDY 10/15/89 Non-Exclusive License 2065 World
105031 ASPECTS OF WEBBER:BBC CONCERT 6/15/89 Exclusive License Sell Off US
105051 DICK TRACY - CRIMESTOPPER 6/15/90 Non-Exclusive License 2065 World
105061 ANDREW SISTERS;VARIOUS 7/15/90 Non-Exclusive License 2065 World
105071 HARRY JAMES;VARIOUS 7/15/90 Non-Exclusive License 2065 World
105081 DORSEY BROTHERS;VARIOUS 7/15/90 Non-Exclusive License 2065 World
105091 HOLLYWOOD SINGS;VARIOUS 7/15/90 Non-Exclusive License 2065 World
105151 MUSIC OF CAKEWALK:JOHN ARPIN 8/15/90 Exclusive License 8/31/97 World
105161 SPIKE JONES; VARIOUS 9/15/90 Non-Exclusive License 2065 World
105171 MARLENE DIETRICH; VARIOUS 9/15/90 Non-Exclusive License 2065 World
105181 KATE SMITH; VARIOUS 9/15/90 Non-Exclusive License 2065 World
105191 CLASSICS AND ALL THE JAZZ 9/15/90 Non-Exclusive License 2065 World
105251 BACH ON BROADWAY 10/15/90 Exclusive License 8/31/97 World
105481 LEGENDS-STARS OF THE 30'S 2/15/91 Exclusive License 8/31/97 World
105491 LEGENDS - DJANGO RHEINHART 2/15/91 Non-Exclusive License 2065 World
105501 LEGENDS - BOSWELL SISTERS 2/15/91 Non-Exclusive License 2065 World
105511 SHOSTAKOVITCH FILM MUSIC 2/15/91 Exclusive License 8/31/97 World
105531 LEGENDS - HAL KEMP 6/15/91 Non-Exclusive License 2065 World
105541 LEGENDS - BUNNY BERIGAN 6/15/91 Non-Exclusive License 2065 World
105551 LEGENDS - INK SPOTS 6/15/91 Non-Exclusive License 2065 World
105571 TOUCH OF ART-ART FERRANTE 2/15/91 Exclusive License Sell Off World
105581 LEGENDS - KING COLE TRIO 6/15/91 Non-Exclusive License 2065 World
105591 CONEY ISLAND BABY 4/15/91 Exclusive License 1/1/01 World
105621 JOPLIN:KING OF RAGTIME;ARPIN 1/13/92 Exclusive License 8/31/97 World
105651 CATHERINE WILSON 9/15/91 Exclusive License 8/30/01 World
105661 AMERICAN SPEECHES 6/15/91 Exclusive License 8/31/97 World
105671 SPEECHES OF WINSTON CHURCHILL 6/15/91 Exclusive License 8/31/97 World
105681 PROJECTIONS - MAC FRAMPTON 6/15/91 Exclusive License Sell Off World
105851 FRENCH CONNECTION 1/15/92 Exclusive License 8/31/97 World
105901 GLENN MILLER:IN THE MOOD 9/15/91 Non-Exclusive License 2065 World
105911 TOMMY DORSEY:BOOGIE WOOGIE 9/15/91 Non-Exclusive License 2065 World
105921 GUY LOMBARDO:AULD LANG SYNE 9/15/91 Non-Exclusive License 2065 World
105951 THE ENGLISH TUBA 3/15/92 Exclusive License 8/31/97 World
107381 WARM VALLEY - JOE HENDERSON 1/15/94 Exclusive License 10/15/96 World
107411 BACKSTREET 9/6/94 Exclusive License 9/23/97 World
107421 DR. BOMBAY 10/15/94 Exclusive License 9/23/97 World
108011 BACH'S GREATEST HITS:MAXIPLAY 1/15/86 Non-Exclusive License 2055 World
108041 MAXI,WAGNER,LISZT, TCHAIKOSKY 7/15/86 Non-Exclusive License 2055 World
108071 MOZART'S GREATEST HITS:MAXIPLY 2/15/86 Non-Exclusive License 2055 World
108081 STRAUSS' GREATEST HITS:MAXIPLY 7/15/86 Non-Exclusive License 2055 World
108091 TCHAIKOVSKY'S GREATEST HITS:MA 7/15/86 Non-Exclusive License 2055 World
108101 HANDEL'S GREATEST HITS:MAXI 1/15/87 Non-Exclusive License 2055 World
108111 GREIG'S GREATEST HITS:MAXIPLAY 1/15/87 Non-Exclusive License 2055 World
108121 BEST OF THE RUSSIANS:MAXIPLAY 1/15/87 Non-Exclusive License 2055 World
108131 WORLD'S GREATEST OVERTURES:MAX 1/15/87 Non-Exclusive License 2055 World Extendable at Intersound's Option
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
108141 GERSHWINS GREATEST HITS 7/15/87 Non-Exclusive License 2055 World
108151 MENDELSSOHNS GREATEST HITS 7/15/87 Non-Exclusive License 2055 World
108161 VIVALDI'S GREATEST HITS 7/15/87 Non-Exclusive License 2055 World
108171 GREATEST HITS OF 1750 7/15/87 Non-Exclusive License 2055 World
108181 MOSTLY MOZART;GREATEST HITS 7/15/87 Non-Exclusive License 2055 World
108191 WORLD'S GREATEST WALTZES 2/15/88 Non-Exclusive License 2055 World
108201 BEETHOVEN'S GREATEST HITS 2/15/88 Non-Exclusive License 2055 World Extendable at Intersound's Option
108211 WORLD'S GREATEST MARCHES 7/15/86 Non-Exclusive License 2055 World
108221 WORLD'S GREATEST DANCES 2/15/88 Non-Exclusive License 2055 World
108231 BRAHM'S GREATEST HITS 2/15/88 Non-Exclusive License 2055 World
108241 CHOPINS GREATESTHITS 6/15/88 Non-Exclusive License 2055 World
108251 WAGNERS GREATEST HITS 6/15/88 Non-Exclusive License 2055 World
108261 WORLDS GREATESTVIOLIN CONCERT 6/15/88 Non-Exclusive License 2055 World
108271 WORLDS GREATEST PIANO CONCERTO 6/15/88 Non-Exclusive License 2055 World
108281 DVORAKS GREATESTHITS 5/15/88 Non-Exclusive License 2055 World
108301 WORLDS GREATEST MELODIES 9/15/88 Non-Exclusive License 2055 World
108311 GREATEST HITS OF TRUMPET 9/15/88 Non-Exclusive License 2055 World
108321 BEETHOVEN FESTIVAL HITS 5/15/88 Non-Exclusive License 2055 World Extendable at Intersound's Option
108331 GREATEST HITS OF THE ORGAN 9/15/88 Non-Exclusive License 2055 World
108341 CLASSICAL MUSIC FOR PEOPLE 9/15/88 Non-Exclusive License 2055 World
108351 GREATEST HITS OF ALL 9/15/88 Non-Exclusive License 2055 World Extendable at Intersound's Option
108361 AMERICA'S GREATEST HITS 3/15/89 Non-Exclusive License 2055 World
108371 FRANCE'S GREATEST HITS 3/15/89 Non-Exclusive License 2055 World
108381 AT THE MOVIES 3/15/89 Non-Exclusive License 2055 World
108391 AT THE POPS 3/15/89 Non-Exclusive License 2055 World
108441 CHRISTMAS LEGENDS 6/15/89 Non-Exclusive License 2055 World
108451 'AT THE OPERA' 6/15/89 Non-Exclusive License 2055 World Extendable at Intersound's Option
108471 MORE CLASS HATE CLASS 6/15/89 Non-Exclusive License 2055 World
108481 BERLIOZ GREATEST HITS 6/15/89 Non-Exclusive License 2055 World
108491 'AT THE BALLET' 6/15/89 Non-Exclusive License 2055 World Extendable at Intersound's Option
108501 RUSSIA'S GREATEST HITS 0/15/89 Non-Exclusive License 2055 World Extendable at Intersound's Option
108511 VIENNA'S GREATEST HITS 0/15/89 Non-Exclusive License 2055 World
108521 BIZET'S GREATEST HITS 0/15/89 Non-Exclusive License 2055 World
108531 WORLD'S GREATEST ENCORES 0/15/89 Non-Exclusive License 2055 World
108541 WORLD'S GREATEST SYMPHONIES 0/15/89 Non-Exclusive License 2055 World
108551 GERMANY'S GREATEST HITS 2/15/90 Non-Exclusive License 2055 World
108561 GREATEST HITS FROM AIDA 2/15/90 Non-Exclusive License 2055 World
108571 WORLDS GREATEST PIANO MASTERPIECES 2/15/90 Non-Exclusive License 2055 World
108581 WORLD'S GREATEST CHORUS' 2/15/90 Non-Exclusive License 2055 World
108591 CHRISTMAS AIRS 7/15/90 Non-Exclusive License 2055 World
108601 LA TRAVIATA - GREATEST HITS 6/15/90 Non-Exclusive License 2055 World
108611 FANTASIA'S GREATEST HITS 6/15/90 Non-Exclusive License 2055 World
108621 MOZART AT THE MOVIES 6/15/90 Non-Exclusive License 2055 World
108631 ITALY'S GREATEST HITS 6/15/90 Non-Exclusive License 2055 World
108641 YOUR FAVORITE MOZART 9/15/90 Non-Exclusive License 2055 World
108651 CLASSICS FOR LOVERS 9/15/90 Non-Exclusive License 2055 World
108661 STRAVINSKY'S GREATEST HITS 9/15/90 Non-Exclusive License 2055 World
108671 SHAKESPERE'S GREATEST HITS 9/15/90 Non-Exclusive License 2055 World
108681 GREATEST HITS OF THE BAROQUE 1/15/91 Non-Exclusive License 2055 World
108691 ENGLAND'S GREATEST HITS 1/15/91 Non-Exclusive License 2055 World
108701 SCHUBERT'S GREATEST HITS 6/15/91 Non-Exclusive License 2055 World
108711 HAYDN'S GREATEST HITS 6/15/91 Non-Exclusive License 2055 World
108721 LISZT'S GREATEST HITS 6/15/91 Non-Exclusive License 2055 World
108731 OPERA AT THE MOVIES 6/15/91 Non-Exclusive License 2055 World
108741 SCOTT JOPLIN:ROBERT STRICKLAND 6/15/91 Non-Exclusive License 2055 World
108751 OPERA FOR PEOPLE WHO HATE OPERA 2/15/92 Non-Exclusive License 2055 World
108761 SALONS GREATEST HITS 2/15/92 Non-Exclusive License 2055 World
108771 VERDI'S GREATEST HITS 2/15/92 Non-Exclusive License 2055 World Extendable at Intersound's Option
108781 RACHMANINOFF GREATEST HITS 2/15/92 Non-Exclusive License 2055 World
108791 WORLD'S GREATEST LOVE THEMES 7/15/92 Non-Exclusive License 2055 World
108801 WORLD'S GREATEST HERORS 7/15/92 Non-Exclusive License 2055 World
108811 RAVEL'S GREATEST HITS 7/15/92 Non-Exclusive License 2055 World
108821 PROKOVIEF'S GREATEST HITS 7/15/92 Non-Exclusive License 2055 World
109011 THE BASIC BAROQUE 3/15/89 Non-Exclusive License 2055 World
109021 THE BASIC GERSHWIN 3/15/89 Non-Exclusive License 2055 World
109031 THE BASIC TCHAIKOVSKY 3/15/89 Non-Exclusive License 2055 World
109041 THE BASIC STRAUSS 3/15/89 Non-Exclusive License 2055 World
109051 THE BASIC OVERTURES 3/15/89 Non-Exclusive License 2055 World
109061 THE BASIC MOZART 3/15/89 Non-Exclusive License 2055 World
109071 THE BASIC BEETHOVEN 3/15/89 Non-Exclusive License 2055 World
109081 THE BASIC MARCHES 3/15/89 Non-Exclusive License 2055 World
109091 THE BASIC BACH 3/15/89 Non-Exclusive License 2055 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
109101 BACH:BRANDENBURG CONCERTI 3/15/89 Non-Exclusive License 2055 World
109111 THE BASIC HANDEL 1/15/90 Non-Exclusive License 2055 World
109121 THE BASIC DANCES 1/15/90 Non-Exclusive License 2055 World
109131 THE BASIC BRAHMS 1/15/90 Non-Exclusive License 2055 World
109141 THE BASIC DVORAK 1/15/90 Non-Exclusive License 2055 World
109151 THE BASIC PIANO CONCERTOS 1/15/90 Non-Exclusive License 2055 World
109161 THE BASIC VIOLIN CONCERTOS 1/15/90 Non-Exclusive License 2055 World
109171 THE BASIC TCHAIKOVSKY BALLETS 1/15/90 Non-Exclusive License 2055 World
109181 THE BASIC CHOPIN 1/15/90 Non-Exclusive License 2055 World
109191 THE ESSENTIAL BRAHMS 5/15/90 Non-Exclusive License 2055 World
109201 ESSENTIAL OPERA OVERTURES 5/15/90 Non-Exclusive License 2055 World
109211 THE BASIC MENDELSSOHN 5/15/90 Non-Exclusive License 2055 World
109221 MOZART - BASIC STRING SERENADE 5/15/90 Non-Exclusive License 2055 World
109231 BEETH:SYM 4/7:ENGLISH PHILHARM 7/15/90 Non-Exclusive License 2055 World
109241 MOZART CONCERTOS 7/15/90 Non-Exclusive License 2055 World
109251 BEETH:PIANO CONCERTOS 3/5 7/15/90 Non-Exclusive License 2055 World
109261 BRAHMS SYM 2/3, ACADEMIC 7/15/90 Non-Exclusive License 2055 World
109271 MENDELSSOHN/BRAHMS VIOLIN CONC 7/15/90 Non-Exclusive License 2055 World
109281 TCHAIK:SYM 4/PIANO CON 1/1812 7/15/90 Non-Exclusive License 2055 World
109291 THE BASIC GRIEG;ENGLISH PHIL 7/15/90 Non-Exclusive License 2055 World
109301 THE BASIC HAYDN;ENGLISH PHIL 7/15/90 Non-Exclusive License 2055 World
109311 ROSSINI OVERTURES 3/15/91 Non-Exclusive License 2055 World
109321 BEETHOVEN SONATAS 3/15/91 Non-Exclusive License 2055 World
109331 STRAVINSKY 3/15/91 Non-Exclusive License 2055 World
109341 BEETHOVEN SYMPHONIES 6 & 7 3/15/91 Non-Exclusive License 2055 World
109361 BASIC WAGNER 7/15/91 Non-Exclusive License 2055 World
109371 THE BASIC BIZET 7/15/91 Non-Exclusive License 2055 World
109381 THE BASIC BALLET 7/15/91 Non-Exclusive License 2055 World
109391 THE BASIC RAVEL 11/15/91 Non-Exclusive License 2055 World
109401 THE BASIC MOZART SYMPHONIES 11/15/91 Non-Exclusive License 2055 World
109411 THE BASIC SEASONS 11/15/91 Non-Exclusive License 2055 World
109421 THE BASIC DANCES OF EUROPE 11/15/91 Non-Exclusive License 2055 World
109431 THE BASIC LISZT 6/15/92 Non-Exclusive License 2055 World
109441 THE BASIC BRAHMS PIANO CONCERT 6/15/92 Non-Exclusive License 2055 World
109451 THE BASIC TCHAIK SYM. 2 & 4 6/15/92 Non-Exclusive License 2055 World
109461 THE BASIC SCHUBERT 6/15/92 Non-Exclusive License 2055 World
109471 THE BASIC SYMPHONIES 4/15/93 Non-Exclusive License 2055 World
109481 THE BASIC CHORUSES 4/15/93 Non-Exclusive License 2055 World
109901 DECK THE HALLS 2 DISC SET 7/15/92 Non-Exclusive License 2055 World
109911 WORLD'S GREATEST CAROLS (2DISC 7/15/92 Non-Exclusive License 2055 World
110111 SENTIMENTAL JOURNEY 2 DISC SET 8/15/91 Non-Exclusive License 2055 World
110121 ROARING 20'S 2 DISC SET 8/15/91 Non-Exclusive License 2055 World
110131 FABULOUS 30'S 2 DISC SET 8/15/91 Non-Exclusive License 2055 World
110141 BIG BAND THEMES 2 DISC SET 8/15/91 Non-Exclusive License 2055 World
110171 FERANTE AND TEICHER SET Exclusive License 7/1/96 World
110241 GLENN MILLER: 2 DISC SET 3/15/93 Non-Exclusive License 2055 World
110251 BENNY GOODMAN: 2 DISC SET 3/15/93 Non-Exclusive License 2055 World
110261 TOMMY DORSEY: 2 DISC SET 3/15/93 Non-Exclusive License 2055 World
110321 CLASSICS FOR LOVERS 11/16/96 Non-Exclusive License 2055 World
110351 THE KINGS OF SWING (4 DISC) 1/15/96 Non-Exclusive License 2055 World
110401 THE BIG BANDS (4 DISC SET) 1/15/96 Non-Exclusive License 2047 World
110451 THE WAR YEARS (4 DISC SET) 1/15/96 Non-Exclusive License 2047 World
110501 THE GREAT ENTERTAINERS (4 DISC 8/15/93 Non-Exclusive License 2055 World
110751 CLASSICAL MUSIC FOR PEOPLE WHO 12/15/93 Non-Exclusive License 2065 World
110901 THE GREAT ENTERTAINERS:4 DISC 1/15/96 Non-Exclusive License 2047 World
111051 BELLAMY BROS:20 YEARS 8/15/94 Exclusive License 8/14/96 U.S. & Canada
112011 COMPLETE BEETHOVEN SYMPHONIES 5/15/92 Non-Exclusive License 2055 World
112021 MOZART FESTIVAL 5/15/92 Non-Exclusive License 2055 World
112031 TCHAIKOVSKY FESTIVAL 5/15/92 Non-Exclusive License 2055 World
112041 MELODIES OF THE CLASSICS 6/15/92 Non-Exclusive License 2055 World
112051 HANDEL'S GREATEST HITS 4 DISC 8/15/92 Non-Exclusive License 2055 World
112061 PIANO MASTERPIECES 4 DISC SET 8/15/92 Non-Exclusive License 2055 World
112071 JOY TO THE WORLD(5 DISC SET) 8/15/92 Non-Exclusive License 2055 World
112081 BAROQUE FESTIVAL:4 DISC SET 12/15/92 Non-Exclusive License 2055 World
112091 BRAHMS FESTIVAL: 4 DISC SET 12/15/92 Non-Exclusive License 2055 World
112101 CLASSICS FOR LOVERS 5/15/93 Non-Exclusive License 2055 World
112111 CLASSICS GO TO THE MOVIES 5/15/93 Non-Exclusive License 2055 World
112121 CLASSICAL MUSIC FOR PEOPLE:4CD 2/15/94 Non-Exclusive License 2055 World
112131 OPERA FOR PEOPLE WHO HATE:4 CD 2/15/94 Non-Exclusive License 2055 World
112141 CHOPIN: 4 DISC SET 4/15/95 Non-Exclusive License 2055 World
112151 GREAT ORCHESTRAL MASTERPIECES 4/15/95 Non-Exclusive License 2055 World
112161 WORLD'S GREATEST CONCERTOS:5 D 6/15/96 Non-Exclusive License 2055 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
112171 WORLD'S GREATEST SYMPHONIES:5D 6/15/96 Non-Exclusive License 2055 World
112181 GREAT MELODIES OF CLASSICS:4 D 6/15/97 Non-Exclusive License 2055 World
112191 ROMANTIC MELODIES CLASSICS:4 D 6/15/97 Non-Exclusive License 2055 World
112201 CLASSICAL BRUNCH:4 DISC SET 6/17/97 Non-Exclusive License 2055 World
112211 COFFEEHOUSE CLASSICS:4 DISC SE 6/17/97 Non-Exclusive License 2055 World
112261 BACHS GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112271 STRAUSS GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112281 TCHAIKOVSKY'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112291 VIVALDI'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112301 BEETHOVEN'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112311 WORLD'S GREATEST MARCHES 11/15/92 Non-Exclusive License 2055 World
112321 BRAHMS GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112331 BIZET'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112341 GREAT CHORUSES 11/15/92 Non-Exclusive License 2055 World
112351 MOZART & THE MOVIES 11/15/92 Non-Exclusive License 2055 World
112361 GREAT LOVE THEMES 11/15/92 Non-Exclusive License 2055 World
112371 HAYDN'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112381 VERDI'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112391 1812 OVERTURE - TCHAIKOVSKY 11/15/92 Non-Exclusive License 2055 World
112401 RAVEL: BOLERO 11/15/92 Non-Exclusive License 2055 World
112411 MOZART'S GREATEST HITS 11/15/92 Non-Exclusive License 2055 World
112421 WORLD'S GREATEST ENCORES 11/15/92 Non-Exclusive License 2055 World
112431 GREAT ORCHESTRAL MARCHES 11/15/92 Non-Exclusive License 2055 World
112441 BEETHOVEN SYMPHONY #9 11/15/92 Non-Exclusive License 2055 World
112451 TCHAIKOVSKY: NUTCRACKER,SWAN 11/15/92 Non-Exclusive License 2055 World
112501 MUSICAL ODYSSEY 8/11/95 Non-Exclusive License 2055 World
112511 BACH:MAN & HIS MUSIC 7/15/95 Non-Exclusive License 2055 World
112521 BEETHOVEN:MAN & HIS MUSIC:ENHA 8/11/95 Non-Exclusive License 2055 World
112531 BAROQUE:MAN & HIS MUSIC:ENHANC 8/11/95 Non-Exclusive License 2055 World
112541 CHOPIN:MAN & HIS MUSIC:ENHANCE 8/11/95 Non-Exclusive License 2055 World
112551 CLASSICS FOR LOVERS:ENHANCED 8/11/95 Non-Exclusive License 2055 World
112561 TCHAIK:MAN & HIS MUSIC:ENHANCE 8/11/95 Non-Exclusive License 2055 World
112571 MOZART-MAN & MUSIC-ENHANCED CD 8/11/95 Non-Exclusive License 2055 World
112581 PIANO MASTERPIECES:ENHANCED 8/11/95 Non-Exclusive License 2055 World
112591 PUCCINI:MAN & HIS MUSIC:ENHANC 8/11/95 Non-Exclusive License 2055 World
112601 STRAUSS:MAN & HIS MUSIC:ENHANC 8/11/95 Non-Exclusive License 2055 World
113011 BEETHOVEN SYMPHONIES (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113021 MOZART FESTIVAL (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113031 TCHAIKOVSKY FESTIVAL (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113041 CLASSIQUE MELODIES (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113051 HANDEL FESTIVAL (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113061 PIANO MASTERPIECES (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113071 JOY TO THE WORLD (5)(FRENCH) 9/15/92 Non-Exclusive License 2055 World
113081 FIRST NOEL (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113091 DECK THE HALLS (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113101 WHITE CHRISTMAS (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113111 THE NUTCRACKER (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113121 SLEIGH RIDE (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113131 HOLIDAY CLASSICS (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113141 MESSIAH HIGHLIGHTS (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113151 JOY TO THE WORLD (FRENCH) 9/15/92 Non-Exclusive License 2055 World
113161 BAROQUE FESTIVAL (FRENCH) 2/15/93 Non-Exclusive License 2055 World
113171 BRAHMS FESTIVAL (FRENCH) 2/15/93 Non-Exclusive License 2055 World
113181 CLASSICS FOR LOVERS-FRENCH 9/15/93 Non-Exclusive License 2055 World
113191 CLASSICS GO TO THE MOVIES-FREN 9/15/93 Non-Exclusive License 2055 World
113261 BACH'S GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113271 STRAUSS GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113281 TCHAIKOVSKY'S GREATEST HITS/FR 12/15/92 Non-Exclusive License 2055 World
113291 VIVALDI'S GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113301 BEETHOVEN'S GREATEST HITS-FREN 12/15/92 Non-Exclusive License 2055 World
113311 WORLD'S GREATEST MARCHES-FRENC 12/15/92 Non-Exclusive License 2055 World
113321 BRAHMS GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113331 BIZETS GREATEST HITS 2/15/93 Non-Exclusive License 2055 World
113341 GREAT CHORUSES-FRENCH 12/15/92 Non-Exclusive License 2055 World
113351 MOZART & THE MOVIES-FRENCH 12/15/92 Non-Exclusive License 2055 World
113361 GREAT LOVE THEMES-FRENCH 12/15/92 Non-Exclusive License 2055 World
113371 HAYDN'S GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113381 VERDI'S GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113391 1812 OVERTURE - FRENCH 12/15/92 Non-Exclusive License 2055 World
113401 RAVEL: BOLERO - FRENCH 12/15/92 Non-Exclusive License 2055 World
113411 MOZART'S GREATEST HITS 12/15/92 Non-Exclusive License 2055 World
113421 WORLD'S GREATEST ENCORES-FRENC 12/15/92 Non-Exclusive License 2055 World
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</TABLE>
Page 4
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
113431 GREAT ORCHESTRAL MARCHES-FRENC 12/15/92 Non-Exclusive License 2055 World
113441 BEETHOVEN SYM #9 - FRENCH 12/15/92 Non-Exclusive License 2055 World
113451 TCHAIKOVSKY: NUTCRACKER-FRENCH 12/15/92 Non-Exclusive License 2055 World
113481 CELEBRATION - FRENCH 12/15/92 Non-Exclusive License 2055 World
113491 PACHELBEL: CANON - FRENCH 12/15/92 Non-Exclusive License 2055 World
113501 VIVALDI'S FOUR SEASONS - FRENC 12/15/92 Non-Exclusive License 2055 World
113511 BOLERO & OTHER FRENCH FAV-FREN 12/15/92 Non-Exclusive License 2055 World
113521 MOZART'S EINE KLEINE NACH-FREN 12/15/92 Non-Exclusive License 2055 World
113531 BEETHOVEN'S FIFTH - FRENCH 12/15/92 Non-Exclusive License 2055 World
113541 MUSIC OF THE STRAUSS FAMILY-FR 12/15/92 Non-Exclusive License 2055 World
113551 CLASSIC FILM MUSIC-FRENCH 12/15/92 Non-Exclusive License 2055 World
113561 MOZART'S PIANO CONCERTO-FRENCH 12/15/92 Non-Exclusive License 2055 World
113571 BERLIOZ'S SYMPHONIE FANTAS-FRN 12/15/92 Non-Exclusive License 2055 World
113581 TCHAIK: PIANO CONCERTO 1-FRENC 12/15/92 Non-Exclusive License 2055 World
113591 CHOPIN'S 2ND PIANO CON-FRENCH 12/15/92 Non-Exclusive License 2055 World
113601 BRAHMS 4TH SYM - FRENCH 12/15/92 Non-Exclusive License 2055 World
113611 BEETHOVEN'S 9TH - FRENCH 12/15/92 Non-Exclusive License 2055 World
113621 ORFF'S CARMINA BURANA-FRENCH 12/15/92 Non-Exclusive License 2055 World
113631 DEBUSSY'S LA MER - FRENCH 12/15/92 Non-Exclusive License 2055 World
113641 STRAVINSKY'S RITE OF SPRING-FR 12/15/92 Non-Exclusive License 2055 World
113651 DVORAK'S 9TH SYM-FRENCH 12/15/92 Non-Exclusive License 2055 World
113661 RACHMANINOFF PIANO CON-FRENCH 12/15/92 Non-Exclusive License 2055 World
113671 CLASSICS FOR LOVERS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113681 A NIGHT ON BALD MOUNTAIN-FRENC 12/15/92 Non-Exclusive License 2055 World
113691 CHOPIN'S GREATEST HITS-FRENCH 12/15/92 Non-Exclusive License 2055 World
113701 GREAT ROMANTIC OVERTURES 4/15/93 Non-Exclusive License 2055 World
113711 TCHAIKOVSKY 1812 OVERTURE 4/15/93 Non-Exclusive License 2055 World
114001 ROARING TWENTIES:4 DISC SET 6/15/97 Non-Exclusive License 2055 World
114051 FABULOUS FORTIES:4 DISC SET 6/15/97 Non-Exclusive License 2055 World
114101 SUNDAY MORNING W/THE TIMES:3 D 8/16/97 Non-Exclusive License 2055 World
114181 CLASSICS FOR KIDS:3 DISC SET 6/15/97 Non-Exclusive License 2055 World
114221 BEST OF BARBERSHOP:3 DISC 7/15/97 Non-Exclusive License 2055 World
114261 ROMANTIC MELODIES PIANO:4 DISC 1/15/98 Non-Exclusive License 2055 World
117051 LEGENDS:4 DISC SET 10/15/96 Non-Exclusive License 2055 World
117251 *WEEKEND CLASSICS:4 DISC SET 8/15/97 Non-Exclusive License 2055 World
117261 *COFFEHOUSE CLASSICS:4 DISC SE 8/15/97 Non-Exclusive License 2055 World
117271 *SUNDAY WITH THE TIMES:4 DISC 8/15/97 Non-Exclusive License 2055 World
117281 *CLASSICS FOR LOVERS:4 DISC SE 8/15/97 Non-Exclusive License 2055 World
117301 *MUSIC OF THE SEASONS:4 DISC S 8/15/97 Non-Exclusive License 2055 World
117311 *DRIVE TIME CLASSICS:4 DISC SE 8/15/97 Non-Exclusive License 2055 World
117321 *BACH AND BAGELS:4 DISC SET 8/15/97 Non-Exclusive License 2055 World
117331 *JOYEAUX NOEL:4 DISC SET 8/15/97 Non-Exclusive License 2055 World
120011 *TCHAIKOVSKY:SYMPHONY #5 12/15/87 Non-Exclusive License 2055 World
120021 WAGNER:OVERTURES 12/15/87 Non-Exclusive License 2055 World
120031 STRAUSS:WALTZES 12/15/87 Non-Exclusive License 2055 World
120041 GERSHWIN:AN AMERICAN IN PARIS 12/15/87 Non-Exclusive License 2055 World
120051 *HANDEL:WATER MUSIC 12/15/87 Non-Exclusive License 2055 World
120061 RIMSKY KORSAKOFF:SCHEREZADE 12/15/87 Non-Exclusive License 2055 World
120071 GREIG:PEER GYNT;HOLBERG 12/15/87 Non-Exclusive License 2055 World
120081 SCHUBERT:SYMPHONY #8 12/15/87 Non-Exclusive License 2055 World
120091 ST SAENS:ORGAN SYMPHONY 12/15/87 Non-Exclusive License 2055 World
120101 BRAHMS:SYMPHONY #2 12/15/87 Non-Exclusive License 2055 World
120111 BEETHOVEN SYMPHONY # 7 12/15/87 Non-Exclusive License 2055 World
120121 TCHAIKOVSKY:SYMPHONY #6 12/15/87 Non-Exclusive License 2055 World
120131 TCHAIKOVSKY:1812 OVERTURE/DA 12/15/87 Non-Exclusive License 2055 World
120141 MOZART:SYMPHONY #40/41 12/15/87 Non-Exclusive License 2055 World
120151 SCHUMANN/CHOPIN:CONCERTOS 12/15/87 Non-Exclusive License 2055 World
120161 ON PARADE:GREAT MARCHES 12/15/87 Non-Exclusive License 2055 World
120171 PACHELBEL:KANON AND OTHER BAR 4/15/88 Non-Exclusive License 2055 World
120181 J.S.BAH:JESU JOY OF MAN'S DE 4/15/88 Non-Exclusive License 2055 World
120191 THE ENTERTAINER-PIANO RAGS BY 4/15/88 Non-Exclusive License 2055 World
120201 BACH ORGAN BOOK;BRUNELLE 4/15/88 Non-Exclusive License 2055 World
120211 VIVALDI:FOUR SEASONS;JAPP SCH 4/15/88 Non-Exclusive License 2055 World
120221 *RAVEL:BOLERO;OFFENBACH:ORPHEU 4/15/88 Non-Exclusive License 2055 World
120231 *TCHAIKOVSKY:ROMEO AND JULIET 4/15/88 Non-Exclusive License 2055 World
120241 MOZART:EINE KLEINE NACTMUSICK 4/15/88 Non-Exclusive License 2055 World
120251 *BEETHOVEN:SYM #5;ROYAL PROMEN 4/15/88 Non-Exclusive License 2055 World
120261 CLASSIC OVERATURES:WILLIAM TE 4/15/88 Non-Exclusive License 2055 World
120271 *TCHAIKOVSKY-NUTCRACKER SUITE 8/15/88 Non-Exclusive License 2055 World
120281 MUSIC OF THE STRAUSS FAMILY 8/15/88 Non-Exclusive License 2055 World
120291 *GREIG:PIANO CONCERTO,HOLBERG 8/15/88 Non-Exclusive License 2055 World
120301 HAYDN:SURPRISE SYMPHONY;MOZART 8/15/88 Non-Exclusive License 2055 World
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</TABLE>
Page 5
<PAGE>
Masters Status
<TABLE>
<CAPTION>
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item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
120311 *WALTZFEST WALTZES BY TCHAIK,S 8/15/88 Non-Exclusive License 2055 World
120321 GREAT MELODIES FROM THE CLASS 8/15/88 Non-Exclusive License 2055 World
120331 *MASTER OF THE BAROQUE:BACH/HA 8/15/88 Non-Exclusive License 2055 World
120341 GREAT OPERA OVERTURES&MARCHES 8/15/88 Non-Exclusive License 2055 World
120351 BRAHMS:TRAGIC OVERTURE 8/15/88 Non-Exclusive License 2055 World
120361 *GREAT ORCHESTRAL DANCES:BRAHM 8/15/88 Non-Exclusive License 2055 World
120371 BACH FAMILY NOTEBOOK 1/15/89 Non-Exclusive License 2055 World
120381 *THE BAROQUE TRUMPET:BACH,TELE 1/15/89 Non-Exclusive License 2055 World
120391 HANDEL:CONCERTI GROSSI OP 6 1/15/89 Non-Exclusive License 2055 World
120401 A LITTLE NIGHT MUSIC 1/15/89 Non-Exclusive License 2055 World
120411 BEETHOVEN:SYM 2;PIANO CONC 2 1/15/89 Non-Exclusive License 2055 World
120421 CONCERT ENCORES:STRAUSS,GREIG, 1/15/89 Non-Exclusive License 2055 World
120431 *GREAT ORCHESTRAL MARCHES 1/15/89 Non-Exclusive License 2055 World
120441 CLASSIC FILM MUSIC;2001,AMADE 1/15/89 Non-Exclusive License 2055 World
120451 MEMORIES OF OLD VIENNA:STRAUS 1/15/89 Non-Exclusive License 2055 World
120461 *BAROQUE BRASS FESTIVAL:VIVALD 1/15/89 Non-Exclusive License 2055 World
120471 MOZART:PIANO CONCERTO #21 8/15/89 Non-Exclusive License 2055 World
120481 *GERSHWIN 'PORGY AND BESS' 8/15/89 Non-Exclusive License 2055 World
120491 MENDELSSOHN:SYMPHONY NO.4 8/15/89 Non-Exclusive License 2055 World
120501 BERLIOZ:SYMPHONY FASTASTIQUE 8/15/89 Non-Exclusive License 2055 World
120511 TCHAIKOVSKY:PIANO CONCERTO #1 8/15/89 Non-Exclusive License 2055 World
120521 *BIZET:CARMEN SUITES 8/15/89 Non-Exclusive License 2055 World
120531 BEETHOVEN:SYMPHONY NO. 3 8/15/89 Non-Exclusive License 2055 World
120541 *WORLD'S GREATEST MARCHES 8/15/89 Non-Exclusive License 2055 World
120551 *LIGHT CAVALRY/GREAT ROMANTIC 8/15/89 Non-Exclusive License 2055 World
120561 BRAHM'S SYMPHONY #4 8/15/89 Non-Exclusive License 2055 World
120581 TCHAIKOVSKY: SYMPHONY #4 8/15/90 Non-Exclusive License 2055 World
120591 MOZART: SYMPHONIES 35 & 40 8/15/90 Non-Exclusive License 2055 World
120611 *BEETHOVEN: SYMPHONY #9 8/15/90 Non-Exclusive License 2055 World
120641 *BRAHMS VIOLIN CONCERTO 8/15/90 Non-Exclusive License 2055 World
120651 BEETHOVEN PIANO CONCERTO 5 8/15/90 Non-Exclusive License 2055 World
120661 TWELVE DAYS IN DECEMBER 8/15/90 Non-Exclusive License 2055 World
120671 A CLASSIC CHRISTMAS 8/15/90 Non-Exclusive License 2055 World
120681 SILENT NIGHT 8/15/90 Non-Exclusive License 2055 World
120691 'HALLELUJAH' 8/15/90 Non-Exclusive License 2055 World
120701 CHRISTMAS BRASS 8/15/90 Non-Exclusive License 2055 World
120711 CAROLS FOR CHRISTMAS 8/15/90 Non-Exclusive License 2055 World
120721 BEETHOVEN: SYMPHONY 4 & 8 2/15/91 Non-Exclusive License 2055 World
120731 MENDELSSOHN VIOLIN CONCERTO 2/15/91 Non-Exclusive License 2055 World
120741 *ORFF - CARMINA BURANA 2/15/91 Non-Exclusive License 2055 World
120751 DVORAK SLAVONIC DANCES 2/15/91 Non-Exclusive License 2055 World
120761 *DEBUSSY LA MER, PRELUDE FAUN 2/15/91 Non-Exclusive License 2055 World
120771 STRAVINSKY:LA SACRE DU PRINTEM 5/15/91 Non-Exclusive License 2055 World
120781 *TRUMPET CONCERTOS 5/15/91 Non-Exclusive License 2055 World
120791 MOZART: SYMPHONIES 36 & 39 5/15/91 Non-Exclusive License 2055 World
120801 MOZART: HORN CONCERTOS 5/15/91 Non-Exclusive License 2055 World
120811 BEETHOVEN: SYM 6, EGMONT 5/15/91 Non-Exclusive License 2055 World
120821 *PASS IN REVIEW 5/15/91 Non-Exclusive License 2055 World
120831 *BACH:BRANDENBERG CON 1-3 11/15/91 Non-Exclusive License 2055 World
120841 *BACH:BRANDENBERGH CON 4-6 11/15/91 Non-Exclusive License 2055 World
120851 *DVORAK'S NINTH 11/15/91 Non-Exclusive License 2055 World
120861 *RACHMANINOFF'S 2ND PIANO CON 11/15/91 Non-Exclusive License 2055 World
120871 BRAHMS SYMPHONY NO. 1 11/15/91 Non-Exclusive License 2055 World
120881 *CLASSICS FOR LOVERS 11/15/91 Non-Exclusive License 2055 World
120891 *A NIGHT ON BALD MOUNTAIN 11/15/91 Non-Exclusive License 2055 World
120901 CHOPIN'S PIANO CONCERTO NO. 1 11/15/91 Non-Exclusive License 2055 World
120911 *HIGHLIGHTS FROM AIDA 11/15/91 Non-Exclusive License 2055 World
120921 *WORLD'S GREATEST CHORUSES 11/15/91 Non-Exclusive License 2055 World
120931 DEBUSSY: FRANCK 3/23/92 Non-Exclusive License 2055 World
120941 MOZART: SINFONIA CONCERTANTE 3/23/92 Non-Exclusive License 2055 World
120951 SERENADE FOR STRINGS 3/23/92 Non-Exclusive License 2055 World
120961 *ROMEO & JULIET 3/23/92 Non-Exclusive License 2055 World
120971 *VIVE LA FRANCE 3/23/92 Non-Exclusive License 2055 World
120981 *BEETHOVEN - SONATAS 3/23/92 Non-Exclusive License 2055 World
120991 BARTOK - PETROUSKA 8/15/92 Non-Exclusive License 2055 World
121001 WORLDS GREAT BALLETS 8/15/92 Non-Exclusive License 2055 World
121011 *CELEBRATION! 8/15/92 Non-Exclusive License 2055 World
121021 HAYDN 8/15/92 Non-Exclusive License 2055 World
121031 MOZART: SYM 40 & 41 4/15/93 Non-Exclusive License 2055 World
121041 *OPERA AT THE MOVIES 4/15/93 Non-Exclusive License 2055 World
121051 LISZT:GREIG - PIANO CONCERTOS 4/15/93 Non-Exclusive License 2055 World
122011 ART OF THE BAROQUE 1/15/93 Non-Exclusive License 2055 World
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</TABLE>
Page 6
<PAGE>
Masters Status
<TABLE>
<CAPTION>
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item item release Master Status Reverts Territory
number description date
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<S> <C> <C> <C> <C> <C>
122021 ART OF BACH 1/15/93 Non-Exclusive License 2055 World
122031 ART OF MOZART 1/15/93 Non-Exclusive License 2055 World
122041 ART OF BEETHOVEN 1/15/93 Non-Exclusive License 2055 World
122051 ART OF SYMPHONY 1/15/93 Non-Exclusive License 2055 World
122061 ART OF THE CONCERTO 1/15/93 Non-Exclusive License 2055 World
122071 ART OF TCHAIKOVSKY 1/15/93 Non-Exclusive License 2055 World
122081 ART OF BRAHMS 3/15/93 Non-Exclusive License 2055 World
122091 ART OF DANCE 3/15/93 Non-Exclusive License 2055 World
122101 ART OF THE OVERTURE 3/15/93 Non-Exclusive License 2055 World
122131 MENUS: FRANCE 10/15/93 Non-Exclusive License 2055 World
122141 MENUS: GERMANY 11/15/93 Non-Exclusive License 2055 World
122151 MENUS: ITALY 10/15/93 Non-Exclusive License 2055 World
122161 MENUS: GREECE 11/15/93 Non-Exclusive License 2055 World
122171 MENUS: SPAIN 11/15/93 Non-Exclusive License 2055 World
122181 MENUS: CARIBBEAN 11/15/93 Non-Exclusive License 2055 World
122191 MENUS: CHINA 11/15/93 Non-Exclusive License 2055 World
122201 MENUS: SWITZERLAND 11/15/93 Non-Exclusive License 2055 World
122211 MENUS: MEXICO 11/15/93 Non-Exclusive License 2055 World
122221 MENUS: ISRAEL 11/15/93 Non-Exclusive License 2055 World
125001 CLASSICAL TREASURY:20 CD'S 7/15/95 Non-Exclusive License 2055 World
125011 GREGORIAN CHANT:RENAISSANCE MU 9/16/96 Non-Exclusive License 2055 World
125021 BAROQUE:HANDEL MESSIAH 9/16/96 Non-Exclusive License 2055 World
125031 BAROQUE:BACH:TOCATA & FUGUE 9/16/96 Non-Exclusive License 2055 World
125041 BAROQUE:VIVADLI:THE FOUR SEASO 9/16/96 Non-Exclusive License 2055 World
125051 MOZART EINE KLEINE NACTMUSIC 9/16/96 Non-Exclusive License 2055 World
125061 MOZART:THE MARRIAGE OF FIGARO 9/16/96 Non-Exclusive License 2055 World
125071 MOZART:PIANO CONCERTO #21 9/16/96 Non-Exclusive License 2055 World
125081 BEETHOVEN:EGMONT OVERTURE 9/16/96 Non-Exclusive License 2055 World
125091 BEETHOVEN:MOONLIGHT SONATA 9/16/96 Non-Exclusive License 2055 World
125101 BEETHOVEN:EMPEROR CONCERTO 9/16/96 Non-Exclusive License 2055 World
125111 HAYDN:SYMPHONY NOS 94,100,104 9/16/96 Non-Exclusive License 2055 World
125121 SCHUBERT:SYM #8 9/16/96 Non-Exclusive License 2055 World
125131 ROSSINI:THE BARBER OF SEVILLE 9/16/96 Non-Exclusive License 2055 World
125141 WAGNER;RIDE OF THE VALKYRIES 9/16/96 Non-Exclusive License 2055 World
125151 BIZET:CARMEN SUITE 9/16/96 Non-Exclusive License 2055 World
125161 TCHAIKOVSKY:THE NUTCRACKER SUI 9/16/96 Non-Exclusive License 2055 World
125171 DVORAK:SYMPHONY NO. 9 9/16/96 Non-Exclusive License 2055 World
125181 STRAUSS:RACHMANINOFF 9/16/96 Non-Exclusive License 2055 World
125191 RAVEL:BOLERO DEBUSSY 9/16/96 Non-Exclusive License 2055 World
125201 COPLAND & BERNSTEIN 9/16/96 Non-Exclusive License 2055 World
125211 MOZART:REQUIEM MASS HIGHLIGHTS 9/16/96 Non-Exclusive License 2055 World
125221 BEETHOVEN:SYMPHONY NO. 5 9/16/96 Non-Exclusive License 2055 World
125231 CHOPIN:HIGHLIGHTS 24 PRELUDES 9/16/96 Non-Exclusive License 2055 World
125241 VERDI:RIGOLETTO,AIDA,TROVATORE 9/16/96 Non-Exclusive License 2055 World
125251 STRAUSS JR:BLUE DANUBE,EMPEROR 9/16/96 Non-Exclusive License 2055 World
125261 BRAHMS:SYMPHONY NO. 3 9/16/96 Non-Exclusive License 2055 World
125271 MOUSSORGSKY:PROKOFIEV 9/16/96 Non-Exclusive License 2055 World
125281 TCHAIKOVSKY:SERENADE FOR STRIN 9/16/96 Non-Exclusive License 2055 World
125291 BARTOK/STRAVINSKY/GERSHWIN 9/16/96 Non-Exclusive License 2055 World
125301 ORFF:CARMINA BURANA 9/16/96 Non-Exclusive License 2055 World
125311 BEETHOVEN:SYM NO. 6 8/15/97 Non-Exclusive License 2055 World
125321 NIKOLAI RIMSKY-KORSAKOFF 8/15/97 Non-Exclusive License 2055 World
125331 TCHAIK:ROMEO & JULIET 8/15/97 Non-Exclusive License 2055 World
125341 GRIEG:PIANO CONCERTO 8/15/97 Non-Exclusive License 2055 World
130001 MASTERS-MOZART Non-Exclusive License 2055 World
130051 MASTERS-BACH Non-Exclusive License 2055 World
130101 MASTERS-BEETHOVEN Non-Exclusive License 2055 World
130151 MASTERS-TCHAIKOVSKY Non-Exclusive License 2055 World
130191 MOZART VIOLIN CONCERTOS 4&5 DELETE Non-Exclusive License 2055 World
130201 MASTER-BAROQUE Non-Exclusive License 2055 World
130251 MASTERS-VARIOUS Non-Exclusive License 2055 World
130301 MASTER-VARIOUS Non-Exclusive License 2055 World
130351 MASTERS-MOVIES Non-Exclusive License 2055 World
130601 MASTERS-SYMPHONIES 7/15/91 Non-Exclusive License 2055 World
130651 MUSIC'S MAGICAL MOMENTS 4 DISC 7/15/91 Non-Exclusive License 2055 World
130701 GREAT ORCHESTRAL DANCES 4 DISC 7/15/91 Non-Exclusive License 2055 World
130751 WORLD'S GREAT OVERTURE 4 DISC 7/15/91 Non-Exclusive License 2055 World
130801 WORLD'S GRT COMPOSERS-10 DISC 9/15/93 Non-Exclusive License 2055 World
130911 WORLD'S GRT SYMPHONIES-10 DISC 9/15/93 Non-Exclusive License 2055 World
131021 AMERICAN FESTIVAL DELETE Non-Exclusive License 2055 World
131091 BERNSTEIN-COMPLETE SOLO PIANO DELETE Non-Exclusive License 2055 World
131771 CHOPIN-WALTZES-ARTHUR LIMA DELETE Non-Exclusive License 2055 World
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<PAGE>
Masters Status
<TABLE>
<CAPTION>
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131831 COPLAND-PIANO MUSIC-JAMES TOCO DELETE Non-Exclusive License 2055 World
131981 NEW YORK, NEW YORK-NYCGMC DELETE Non-Exclusive License 2055 World
132131 BACH-BRANDENBURG CONCERTOS456 DELETE Non-Exclusive License 2055 World
132141 VIVALDI-FOUR SEASONS DELETE Non-Exclusive License 2055 World
132181 GREAT BAROQUE ALLEGROS DELETE Non-Exclusive License 2055 World
132251 MOZART-SONATAS-KUIJKEN DELETE Non-Exclusive License 2055 World
132371 DVRAK-AMERICAN QUARTET DELETE Non-Exclusive License 2055 World
132441 GERSHWIN PIANO CONCERTO DELETE Non-Exclusive License 2055 World
132491 COUPERIN-CONCERTS ROYAUX DELETE Non-Exclusive License 2055 World
132541 COUPERIN-APOTHEOSE LULLY-COREL DELETE Non-Exclusive License 2055 World
132871 GREGORIAN CHANTS-RUHLAND DELETE Non-Exclusive License 2055 World
132891 SCARLATTI-SONATAS-LEONHARDT DELETE Non-Exclusive License 2055 World
133021 TANEYEV-SUITE DE CONCERT DELETE Non-Exclusive License 2055 World
133211 I GOT PLENTY OF GERSHWIN DELETE Non-Exclusive License 2055 World
134001 TUNES FROM THE TOONS 10/15/91 Non-Exclusive License 2055 World
134011 THE JOSEPHINE BAKER STORY 1/15/92 Non-Exclusive License 2055 World
134031 AND GOD SING PRAISE 3/15/92 Non-Exclusive License 2055 World
134041 OLD MILL STREAM-BARBERSHOP WIN 3/15/92 Exclusive License 1/1/01 World
134051 BEGIN THE BEGUINE-ARTIE SHAW 3/23/92 Non-Exclusive License 2055 World
134061 ADIOS MUCHACHOS-XAVIER CUGAT 3/23/92 Non-Exclusive License 2055 World
134071 GAY CABALLERO-FRANK CRUMIT 3/23/92 Non-Exclusive License 2055 World
134081 MOTEN SWING - ANDY KIRK 3/15/92 Non-Exclusive License 2055 World
134121 MACDOWELL CONCERTOS 4/15/92 Exclusive License 8/31/97 World
134131 COPLAND & DISCIPLES 4/15/92 Exclusive License 8/31/97 World
134141 DANIEL DOMB CELLO PROJECT 3/23/92 Exclusive License 8/31/97 World
134161 GILBERT/SULLIVAN: MIKADO 7/15/92 Non-Exclusive License 2055 World
134171 GILBERT/SULLIVAN:YEOMAN OF GUA 7/15/92 Non-Exclusive License 2055 World
134181 BENNY GOODMAN 8/15/92 Non-Exclusive License 2055 World
134191 FAT WALLER 8/15/92 Non-Exclusive License 2055 World
134201 JELLY ROLL MORTON 8/15/92 Non-Exclusive License 2055 World
134211 BILLIE HOLIDAY 8/15/92 Non-Exclusive License 2055 World
134221 BEST OF THE HONKY TONK PIANO 8/15/92 Exclusive License 8/31/97 World
134231 BAROQUE BEATLES 8/15/92 Exclusive License 8/31/97 World
134241 ART FERRANTE-MUSICAL JEMS 10/15/92 Exclusive License Sell Off World
134251 MY FAIR LADY 8/15/92 Exclusive License 8/31/97 World
134341 MOZART:PIANO CONERTOS VOL 2 10/15/92 Exclusive License 8/31/97 World
134391 SATIES GREATEST HITS 4/15/93 Exclusive License 8/31/97 World
134411 TCHAIKOVSKY: PIANO CON 1&2 HAN 4/15/93 Exclusive License 8/31/97 World
134421 PROKOFIEV:VIOLIN CONC;KIM-FREE 4/15/93 Exclusive License 8/31/97 World
134431 SPIRITUALS(WARFIELD/ARPIN) 5/15/93 Exclusive License 8/31/97 World
134441 BEST OF BAGPIPES (VARIOUS) 5/15/93 Exclusive License 8/31/97 World
134451 MOZART:PIANO CON.V.3 HAN/FREE 5/15/93 Exclusive License 8/31/97 World
134471 MARIAN ANDERSON - TRIBUTE TO 5/15/93 Exclusive License 8/31/97 World
134481 HAYDN:KEYBOARD CONCERTOS VOL 1 8/15/93 Exclusive License 8/31/97 World
134491 RACHMANINOFF: SYM NO.2 8/15/93 Exclusive License 8/31/97 World
134511 GILBERT & SULLIVAN:IOLANTHE 8/15/93 Non-Exclusive License 2055 World
134521 GILBERT & SULLIVAN:THE GONDOLI 8/15/93 Non-Exclusive License 2055 World
134531 SWEET GEORGIA BROWN 8/15/93 Exclusive License 1/1/01 World
134541 MAZELTOV 8/15/93 Exclusive License 8/31/97 World
134601 GILBERT&SULLIVAN GH:ROCHESTER 8/15/93 Non-Exclusive License 2055 World
134611 HAYDN:LORD NELSON MASS 9/15/93 Exclusive License 8/31/97 World
134621 MOZART: REQUIEM 9/15/93 Exclusive License 8/31/97 World
134631 PROKOFIEV & TCHAIK:PIANO CONCE 9/15/93 Exclusive License 8/31/97 World
134641 SCHUMANN:PIANO CONCERTO & CARN 9/15/93 Exclusive License 8/31/97 World Extendable at Intersound's Option
134661 BEETHOVEN:PIANO CON. 1 & 2 9/15/93 Exclusive License 5/1/98 World Extendable at Intersound's Option
134671 BEETHOVEN:PIANO CON. 3 & 4 9/15/93 Exclusive License 5/1/98 World
134681 BEETHOVEN: PIANO CON. 5 9/15/93 Exclusive License 5/1/98 World Extendable at Intersound's Option
134711 MOZART:PIANO CONCERTOS VOL IV 1/15/94 Exclusive License 8/31/97 World
134721 LIZST:SCHUBERT LIEDER,VOL. 1 10/15/93 Exclusive License 8/31/97 World
134731 MOZART:HAYDN:HANDEL:OBOE CONCE 1/15/94 Exclusive License 8/31/97 World
134751 MOZART:COMPLETE WORKS FOR TWO 2/15/94 Exclusive License 8/31/97 World
134761 STARS & STRIPES: BARBERSHOP 2/15/94 Exclusive License 1/1/97 World
134791 PROKOFIEV VIOLIN CONCERTO NO.1 2/15/94 Exclusive License 8/31/97 World
134861 20 LEGENDARY SOPRANOS 2/15/94 Exclusive License 8/31/97 World
134871 MOZART:VIOLIN PIANO CON #27 4/15/94 Exclusive License 8/31/97 World
134881 BRAHMS:PIANO CONCERTO NO. 1 4/15/94 Exclusive License 8/31/97 World Extendable at Intersound's Option
134911 FRENCH PIANO ALBUM 4/15/94 Exclusive License 8/31/97 World Extendable at Intersound's Option
134971 GREGORIAN CHANTS 4/15/94 Exclusive License 8/31/97 World Extendable at Intersound's Option
134981 HYMNS OF FAITH:MORMAN TABERNAC 5/15/94 Exclusive License Sell Off United States Extendable at Intersound's Option
134991 2 STEINWAYS ON BROADWAY 4/15/94 Exclusive License 8/31/97 World Extendable at Intersound's Option
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 8
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
135031 SUNSET BLVD:ARPIN,LONDON POPS 6/15/94 Exclusive License 8/31/97 World Extendable at Intersound's Option
135041 48TH HIGHLANDERS:WORLDS GRT HY 7/15/94 Exclusive License 8/31/97 World
135071 MENDELSSOHN:PIANO CONCERTOS 10/15/94 Non-Exclusive License 2055 World
135081 MOZART:PIANO CONCERTO VOL.5 10/15/94 Non-Exclusive License 2055 World
135091 MENDELSSOHN:VIOLIN CONCERTO 10/15/94 Non-Exclusive License 2055 World Extendable at Intersound's Option
135101 MORMON TAB:LIVE IN JERUSALEM 9/15/94 Exclusive License 8/31/97 World
135151 PINES OF ROME:PACIFIC SYMPHONY 10/15/94 Exclusive License 8/31/97 World
135171 VIOLIN ENCORES:SILVERSTEIN 10/15/94 Exclusive License Sell Off United States
135181 MY ROMANCE:JOHN ARPIN 10/15/94 Exclusive License 8/31/97 World
135211 RARE RUSSIAN:MORMON TAB 3/15/95 Exclusive License Sell Off World Extendable at Intersound's Option
135221 LOVE SWEET SONG 1993 4/15/95 Exclusive License 1/1/01 World Extendable at Intersound's Option
135301 ARPIN:SOMEBODY LOVES ME 6/15/95 Exclusive License 8/31/97 World Extendable at Intersound's Option
135311 JOPLIN RARITIES 6/15/95 Exclusive License 8/31/97 World Extendable at Intersound's Option
135321 BARBERSHOP VOL. 1994 7/15/95 Exclusive License 1/1/01 World Extendable at Intersound's Option
135341 VIETNAM TRIOLOGY: CHICAGO 9/15/95 Exclusive License 8/31/97 World Extendable at Intersound's Option
135351 GAIDZUNOV TCHIAKOVKSY:VIOLIN 9/15/95 Exclusive License 8/31/97 World
135361 WHILE MY GUITAR GENTLY WEEPS 9/15/95 Exclusive License 8/31/97 World
135371 MOZART:PIANO CONCERTO VOL. 6 9/15/95 Exclusive License 8/31/97 World
135381 DVORAK: VIOLIN CONCERTO 9/15/95 Exclusive License 8/31/97 World Extendable at Intersound's Option
135391 GREIG: PIANO CONCERTO 9/15/95 Exclusive License 8/31/97 World
135401 RACHMANIOFF:3RD PIANO CONCERTO 9/15/95 Exclusive License 8/31/97 World Extendable at Intersound's Option
135411 HAYDN:PIANO CONCERTO VOL. 4 9/15/95 Exclusive License 8/31/97 World
135511 BENNY GOODMAN 2/15/96 Non-Exclusive License 2047 World
135521 HARRY JAMES 2/15/96 Non-Exclusive License 2047 World
135531 KATE SMITH 2/15/96 Non-Exclusive License 2047 World
135541 AL JOLSON 2/15/96 Non-Exclusive License 2047 World
135551 BANDS OF THE 20'S 2/15/96 Non-Exclusive License 2047 World
135561 BANDS OF THE 30'S 2/15/96 Non-Exclusive License 2047 World
135761 BARBERSHOP 2/15/97 Exclusive License 2006 World Extendable at Intersound's Option
135771 FULL MOON 972015 Non-Exclusive License 1999 World
135891 BARBERSHOP 96 9/23/97 Exclusive License 2001 World Extendable at Intersound's Option
135921 AL JOLSON:ON BDWAY:2 DISC 9/15/97 Non-Exclusive License 2055 World Extendable at Intersound's Option
135951 LOWEN & NAVARRO: LIVE WIRE 10/15/97 Exclusive License 2002 World
136011 BACH'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136021 BEETHOVEN'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136031 MOZART'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136041 HANDEL'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136051 TCHAIKOVSKY'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136061 GREATEST HITS OF THE BAROQUE 8/15/93 Non-Exclusive License 2055 World
136071 STRAUSS' GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136081 RAVEL'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136091 CHOPIN'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136101 DVORAK'S GREATEST HITS 8/15/93 Non-Exclusive License 2055 World
136111 WORLDS GREATEST OVERTURES 8/15/93 Non-Exclusive License 2055 World
136121 WORLDS GREATEST MARCHES 8/15/93 Non-Exclusive License 2055 World
136131 OPERETTA 11/15/94 Non-Exclusive License 2055 World
136141 CHORUSES 11/15/94 Non-Exclusive License 2055 World
136171 BRAHMS:REFERENCE GOLD 2 DISC 3/15/96 Non-Exclusive License 2055 World
136181 ENCORES:REFERENCE GOLD 2 DISC 3/15/96 Non-Exclusive License 2055 World
136191 GERSHWIN-REF GOLD 7/15/97 Non-Exclusive License 2055 World
136201 JOPLIN - REF GOLD 7/15/97 Non-Exclusive License 2055 World
136591 CONCERT GOLD:INTERLUDES 2/15/97 Non-Exclusive License 2055 World
136601 CONCERT GOLD:STARS & STRIPES 2/15/97 Non-Exclusive License 2055 World
136741 ROSSINI:OPERA FOR ORCHESTRA 5/15/96 Non-Exclusive License 2055 World
136751 MOZART;OPERA FOR ORCHESTRA 5/15/96 Non-Exclusive License 2055 World
138001 BEST OF THE BAROQUE:3 DISC SET 8/15/95 Non-Exclusive License 2055 World
138041 THE MAGIC OF MOZART:3 DISC SET 8/15/95 Non-Exclusive License 2055 World
138081 THE GREAT SYMPHONIES:3 DISC SE 8/15/95 Non-Exclusive License 2055 World
138121 PIANO MASTERPIECES 8/15/95 Non-Exclusive License 2055 World
138161 VIVE LA FRANCE 8/15/95 Non-Exclusive License 2055 World
138201 WORLDS GREAT OVERTURES:3 DISC 8/15/95 Non-Exclusive License 2055 World
138241 THE GREAT ROMANTICS 8/15/95 Non-Exclusive License 2055 World
138281 WORLDS GREATEST MARCHES:3 DISC 8/15/95 Non-Exclusive License 2055 World
138321 RUSSIAN FANTASY: 3 DISC SET 8/15/95 Non-Exclusive License 2055 World
138361 BEETHOVEN: CONCERTOS 3 DISC 8/15/95 Exclusive License 8/31/97 World
138401 GREAT MELODIES CLASSICS 3-DISC 10/16/97 Non-Exclusive License 2055 World
138411 WORLDS'GREATEST CLASSICS 3-DIS 10/16/97 Non-Exclusive License 2055 World
138421 ORCHESTRAL MELODIES 3-DISC 10/16/97 Non-Exclusive License 2055 World
138431 ROMANTIC MELODIES 3-DISC 10/16/97 Non-Exclusive License 2055 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 9
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
138441 CLASSICAL MASTERPIECES 3-DISC 10/16/97 Non-Exclusive License 2055 World
138451 MELODIES FOR ORCHESTRA 3-DISC 10/16/97 Non-Exclusive License 2055 World
138461 CLASSICS FOR LOVERS 3-DISC 10/16/97 Non-Exclusive License 2055 World
138471 GREAT ROMANTICS 3-DISC 10/16/97 Non-Exclusive License 2055 World
145161 THE MUSIC OF ABBA-LONDON SYMPH 12/15/91 Exclusive License 12/15/97 U.S. & Canada
145171 BEATLES GREATEST HITS-LONDON 12/15/91 Exclusive License 12/15/97 U.S. & Canada
145181 HOT LATIN NIGHTS-FERRANTE&TEIH 12/15/91 Exclusive License 7/1/96 World
145451 COUNTRY BANJOS 6/15/92 Exclusive License Sell Off World
145461 COUNTRY FIDDLES 6/15/92 Exclusive License Sell Off World
145611 NAT KING COLE 9/15/92 Non-Exclusive License 2047 World
145631 TOMMY DORSEY 8/15/92 Non-Exclusive License 2047 World
145641 GLENN MILLER 9/15/92 Non-Exclusive License 2047 World
145651 ALL THAT JAZZ 9/15/92 Non-Exclusive License 2047 World
145721 AMAZING GRACE & OTHER BAGPIPE 1/15/94 Exclusive License 8/31/97 World
147731 CARRIBBEAN MON 6/16/97 Non-Exclusive License 2055 World
147741 CARRIBBEAN MON 6/16/97 Non-Exclusive License 2055 World
152001 HORAS & MORE 5/15/95 Exclusive License 2/28/00 World
152011 JEWISH PARTY FAVORITES 5/15/95 Exclusive License 2/28/00 World
152021 LETS DANCE 5/15/95 Exclusive License 2/28/00 World
152031 TO LIFE 5/15/95 Exclusive License 2/28/00 World
161111 CLASSICAL MUSIC PEOPLE WHO HAT 5/15/92 Non-Exclusive License 2060 World
161121 CLASSICS FOR LOVERS 5/15/92 Non-Exclusive License 2060 World
161181 CLASSICAL PIANO (COMPILATION) 12/15/92 Non-Exclusive License 2060 World
161191 SOMEONE TO WATCH OVER ME:ARPIN 12/15/92 Exclusive License 8/31/97 World
162011 WHAT DOES A DEAF GUY-BEETHOVE 5/15/93 Non-Exclusive License 2060 World
162021 PROLIFIC IN EVERY RESP.-BACH 5/15/93 Non-Exclusive License 2060 World
162031 NOT BAD FOR A KID - MOZART 5/15/93 Non-Exclusive License 2060 World
162041 DON'T GIVE UP - TCHAIKOVSKY 5/15/93 Non-Exclusive License 2060 World
162051 INSTRUMENTAL STRATEGY-OVERTUR 5/15/93 Non-Exclusive License 2060 World
162061 LONG HAIR LOUD MUSIC-SYMPHONY 5/15/93 Non-Exclusive License 2060 World
162101 TCHAIK:1812 OVERTURE & OTHER H 3/15/97 Non-Exclusive License 2060 World
162111 BRAHMS:PIANO CONCERTO NO 1 3/15/97 Non-Exclusive License 2060 World
162121 MOZART:SYMPHONIES 40 & 41 3/15/97 Non-Exclusive License 2060 World
162131 BOLERO & OTHER FRENCH MASTERPI 3/15/97 Non-Exclusive License 2060 World
162141 HANDEL:MESSIAH HIGHLIGHTS 3/15/97 Non-Exclusive License 2060 World
162151 GERSHWIN PLAYS RHAPSODY IN BLU 3/15/97 Non-Exclusive License 2060 World
170011 MY FATHERS HOUSE 4/15/92 Exclusive License Sell Off World
170021 HYMNS FROM THE HILLS-LYNN 4/15/92 Exclusive License 12/31/97 World
170111 TERRI LYNN - INSIDE A TEAR 3/15/93 Exclusive License 6/20/01 World
170191 PRAISE IN STREETS-BLUESTONE 5/15/93 Exclusive License Sell Off World
170241 JI LIM:THROUGH IRON WALLS 2/15/93 Exclusive License Sell Off World
170321 HEAVEN'S METAL 6/15/94 Exclusive License Sell Off World
170391 9:1 WAY:DESTINATION UNKNOWN 9/15/94 Exclusive License 6/6/97 World
174011 VIVALDI'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174021 BACH'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174031 HANDEL'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174041 MOZART'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174051 BEETHOVEN'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174061 TCHAIKOVSKY'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174071 CHOPIN'S GREATEST HITS 5/15/92 Non-Exclusive License 2060 World
174081 GREATEST HITS OF THE ORGAN 5/15/92 Non-Exclusive License 2060 World
174091 WORLD'S GREATEST OVERTURES 5/15/92 Non-Exclusive License 2060 World
174101 WORLD'S GREATEST CHORUSES 5/15/92 Non-Exclusive License 2060 World
174111 WORLD'S GREATEST WALTZES 5/15/92 Non-Exclusive License 2060 World
174121 GREAT HITS OF THE BAROQUE 5/15/92 Non-Exclusive License 2060 World
174131 PIANO MASTERPIECES 3/15/93 Non-Exclusive License 2060 World
174141 GREAT CONCERTOS 3/15/93 Non-Exclusive License 2060 World
174151 BRAHMS GREATEST HITS 12/15/93 Non-Exclusive License 2060 World
174161 WORLDS GREATEST SYMPHONIES 12/15/93 Non-Exclusive License 2060 World
175541 JAMES HALL:GOD IS IN CONTROL 9/15/94 Exclusive License 1999 World
175681 CRYSTAL GAYLE: COUNTRY HYMNS 4/15/95 Exclusive License 1998 United States
180041 'WEST SIDE STORY' 9/15/89 Non-Exclusive License 2065 World
180071 'HOLLYWOOD'S GREATEST HITS' 9/15/89 Exclusive License 8/31/97 World
181041 BASS FREAKS 7/15/94 Exclusive License 6/5/99 World
181051 CRTOON:BASS FREAKS 11/15/94 Exclusive License 6/5/99 World
181151 BASS CREATIONS 4/15/95 Exclusive License 3/28/00 World
181241 KC & THE SUNSHINE BAND 5/15/95 Exclusive License 3/1/00 U.S. & Canada
189131 HOLIDAY IN RUSSIA 4/15/96 Non-Exclusive License 2060 World
189141 HOLIDAY IN JAMAICA 4/15/96 Non-Exclusive License 2060 World
190041 CHUCK MANGIONE GREATEST HITS 2/15/91 Exclusive License Sell Off United States
191071 KANSAS LIVE AT THE WHISKY 5/15/92 Exclusive License 6/23/97 United States & Canada
191081 LATEST & GREATEST BELLAMY BROS 6/15/92 Exclusive License 6/1/98 United States & Canada
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 10
<PAGE>
Masters Status
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
item item release Master Status Reverts Territory
number description date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
191091 BELLAMY BROS - RIP OFF THE KNB 7/15/93 Exclusive License 5/30/97 United States & Canada
191201 BECKY HOBBS 3/15/94 Exclusive License 3/1/97 World
191251 EDGAR WINTER-I'M NOT A KID ANY 5/15/94 Exclusive License 5/1/97 U.S. & Canada
191311 JAMES HALL - GOD IS IN CONTROL 10/15/94 Exclusive License 8/15/99 World
191401 LEWIS GRIZZARD:ALIMONY 11/15/94 Exclusive License 10/15/96 World
191421 JONATHAN CAIN 4/7/95 Exclusive License 6/30/99 World except Scandanavia
191511 JEFFERSON STARSHIP:NEXT GENERA 5/15/95 Exclusive License 6/30/97 U.S. & Canada
191521 A GOSPEL CHRISTMAS 7/15/95 Exclusive License 4/26/00 World
191541 PAUL MORTON 6/15/95 Exclusive License 6/30/00 U.S. & Canada
191581 GUESS WHO: LIBERTY 6/15/95 Exclusive License 6/5/00 World except Canada
191601 CANDI STATON 7/15/95 Exclusive License 6/30/98 World
191651 SKELETON CREW:ENHANCED 9/15/95 Exclusive License 5/30/00 World
191711 AMAZING GRACE 1/16/97 Non-Exclusive License 1/31/01 World
191721 IN THE SPIRIT 1/15/96 Non-Exclusive License 1/31/01 World
191731 HIGHWAY 101:REUNITED 2/15/96 Exclusive License 1/8/00 World
191751 *BETTY:LIMBOLAND 3/15/96 Exclusive License 1/11/99 World
191841 BELLAMY BROS:TROPICAL CHRISTMA 6/14/96 Exclusive License 2000 US / Canada
191851 A CRYSTAL CHRISTMAS:CRYSTAL GA 4/14/96 Exclusive License 2000 US / Canada
191861 *BELLAMY BROS:DANCIN 7/15/96 Exclusive License 2000 US / Canada
191871 *SINBAD:SUMMER JAM VOL 1 5/15/96 Exclusive License 7/1/01 World
192102 EDWIN HAWKINS SEMINAR 91 1/15/93 Exclusive License Sell-Off United States
192112 EDWIN HAWKINS: IF YOU LOVE ME 8/15/93 Exclusive License Sell-Off United States
192251 *SUMMER JAM 2 10/15/96 Exclusive License 2001 World
192321 *EDDIE JAMES:GRACE 10/15/96 Exclusive License 1999 World
192331 HIGHER:EDDIE JAMES/PHOENIX MAS 10/15/96 Exclusive License 1999 World
192581 HWY 101:LATEST & GREATEST 2/15/97 Exclusive License 2000 World
192751 THE HIT LIST:PG 7/15/97 Non-Exclusive License 2000 World
192781 RADIO FREE MUSIC:VOL 1 7/15/97 Exclusive License 2000 United States
192791 BELLAMY BROS:OVER THE LINE 7/15/97 Exclusive License 2000 United States
192851 THE HIT LIST 7/15/97 Non-Exclusive License 2000 World
193071 CRYSTAL GAYLE 4/15/93 Exclusive License 1/1/98 U.S. & Canada
193101 GATLIN BROS GREATEST HITS 1/15/94 Exclusive License Sell Off World
193111 BELLAMY BROS:TAKE ME HOME 3/15/94 Exclusive License 3/1/97 U.S. & Canada
193131 MOE BANDY: GREATEST HITS 11/15/94 Exclusive License 3/1/97 World
193141 TONY ORLANDO GREATEST HITS 11/15/94 Exclusive License 12/29/96 U.S. & Canada
193151 CRYSTAL GAYLE:SOMEDAY 4/15/95 Exclusive License 5/1/98 U.S. & Canada
193161 MOE BANDY COUNTRY HYMNS 4/15/95 Exclusive License 3/1/97 World
193181 MOE BANDY:A COWBOY CHRISTMAS 6/25/96 Exclusive License 3/1/97 World
193191 PATRICIA CONROY 2/15/96 Exclusive License 9/30/98 United States
193231 ONE WAY LOVE:BELLAMY BROTHERS 3/15/96 Exclusive License 2000 United States
195001 *CANT GET THIS NO MORE 4/15/96 Non-Exclusive License 1999 United States
195011 *BETTER GET THIS NOW 4/15/96 Non-Exclusive License 1999 United States
195021 *CANT GET THIS NO MORE VOL 2 10/15/96 Non-Exclusive License 1999 United States
195031 BETTER GET THIS NOW VOL 2 9/15/96 Non-Exclusive License 1999 United States
195041 *BOOTY MIX 96 9/15/96 Non-Exclusive License 1999 United States
195051 EURO MIX 97 11/15/96 Non-Exclusive License 2000 United States
195061 PG:CANT GET THIS NO MORE V2 10/15/96 Non-Exclusive License 2000 United States
195071 PG:BETTER GET THIS NOW V2 10/15/96 Non-Exclusive License 2000 United States
195081 GROOOVE MIX 97 1/15/97 Non-Exclusive License 2000 United States
195101 BOOTY MIX 2:THE NEXT BOUNCE 972015 Non-Exclusive License 2000 United States
195161 ELEKTRONIKA-CHEMISTRY 5/15/97 Non-Exclusive License 2000 United States
195171 BOOTLEG BOOTY: 8/15/97 Non-Exclusive License 2000 United States
195191 INDIGO MOODS:NEW AGE 9/23/97 Non-Exclusive License 2000 United States
195201 FLAVORS OF JAZZ 9/15/97 Non-Exclusive License 2000 United States
195211 RETRO LUNCH BOX:SQUEEZE THE CH 9/15/97 Non-Exclusive License 2000 United States
195221 CHEMICAL DANCE RAVE V2 9/23/97 Non-Exclusive License 2000 United States
195231 NASTY 9/15/97 Non-Exclusive License 2000 United States
195241 BEFORE X 10/15/97 Non-Exclusive License 2000 United States
196041 AQUARIUM RESCUE UNIT ALB 10/15/94 Exclusive License 7/6/99 World
196051 AQUARIUM RESCUE UNIT EP 8/15/94 Exclusive License 7/6/99 World
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 11
<PAGE>
RELEASES
12/2/97 THROUGH 07/28/98
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER DESCRIPTION RELEASE LICENSE TERM TERRITORY
DATE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C>
8158 Beatmatic With You Again-Paradoxx Music International 12/2/97 Ex. License 2 years + 3 yrs US & Canada
8159 Beatmatic - Paradoxx Dance Compilation 1/6/98 Ex. License Perpetuity World
3591 Klezmer's Greatest Hits 1/27/98 Ex. License 3 years World
3701 Seasons - Cyberlin 2/24/98 Ex. License 3 years World
3589 You Beautiful Doll - Barbershop Quartets 2/24/98 Ex. License 5 years World
9297 Tim Briggs 3/31/98 Ex. License 5 years World
3703 Gary Smart - Beatle Jazz 3/31/98 Ex. License 3 years World
3704 Gary Smart - Black & White 3/31/98 Ex. License 3 years World
3707 George Gershwin Plays-Greatest Hits 4/28/98 Ex. License 3 years World
3705 The Greatest Hits of Al Jolson - John Arpin 4/28/98 Ex. License 3 years + 2 years World
3706 Son of Sea - Barber Shop Quartets 4/28/98 Ex. License 5 years World
9299 Earl Thomas Conley - Perpetual Emotion 4/28/98 Ex. License 5 years World
9612 Bellamy Brothers - The Reggae Cowboys 4/28/98 Ex. License 3 years + 1 year US & Canada
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
RELEASES
12/2/97 THROUGH 07/28/98
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER DESCRIPTION RELEASE LICENSE TERM TERRITORY
DATE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C>
3711 David Benoit - Some other Sunset 6/2/98 Ex. License 5 years US & Canada
3709 O'Canada - The Band of the Royal Regiment of Canada 6/2/98 Ex. License 3 years World
3710 Ode to Joy - The Band of the Royal Regiment of Canada 6/2/98 Ex. License 3 year + 6 mos World
9613 Becky Hobbs - From Oklahoma With Love 6/2/98 Ex. License 3 years US, Canada & Brazil
3714 L'Chaim 6/23/98 Ex. License 3 years World
3708 Fields of Honour - The Band of the Royal 6/23/98 Ex. License 3 years World
Regiment of Canada & 48th Highlanders
3519 My Final Vision - Frank Pellico 6/23/98 Ex. License 10 years World
3713 Romance at the Movies - John Arpin 6/23/98 Ex. License 5 years World
9335 Ronnie McDowell-Now & Again: 6/23/98 Ex. License 3 years World
The Best of Ronnie McDowell
4801 Summer Splash - Groove Factory 7/28/98 Ex. License 5 years US & Canada
4802 R&B Groove, Vol 1 - Groove Factory 7/28/98 Ex. License 5 years US & Canada
4803 Heatwave Beats - Groove Factory 7/28/98 Ex. License 5 years US & Canada
4804 Dance Splash - Groove Factory 7/28/98 Ex. License 5 years US & Canada
4805 Club Hopping Vol 1 - Groove Factory 7/28/98 Ex. License 5 years US & Canada
4806 Club Hopping Vol 2 - Groove Factory 7/28/98 Ex. License 5 years US & Canada
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
EXHIBIT A
Schedule C-2
INBOUND LICENSES
<TABLE>
<CAPTION>
MEMO LETTER 90 DAYS 60 DAYS EXPIRATION DATE LICENSE
<S> <C> <C> <C> <C> <C>
X X 3/1/98 4/1/98 6/1/98 Sony - Essential Blues, Vol. 2
X X 3/7/98 4/7/98 6/7/98 AVI - Essential Blues, Vol. 2
8/30/98 9/30/98 11/30/98 Arhoolie - Essential Blues, Vol. 2
10/14/98 11/14/98 1/14/99 CEMA - Essential Blues, Vol. 2
12/14/98 1/14/99 3/14/99 Polygram - Essential Blues, Vol. 1
1/2/99 2/2/99 4/2/99 MCA - Essential Blues, Vol. 2
1/4/99 1/3/00 1/4/99 River North Trademark (file section 8 & 15 affidavit)
1/21/99 2/21/99 4/21/99 Virgin - Essential Blues, Vol. 1
4/7/99 5/7/99 7/7/99 Roadshow Music Corp. - Soul & Gospel Christmas
4/7/99 5/7/99 7/7/99 Vee Jay - Soul & Gospel Christmas
4/21/99 5/21/99 7/21/99 Michael Lloyd - Soul & Gospel Christmas
5/28/99 6/28/99 8/28/99 Delmark - Essential Women
6/8/99 6/7/00 6/8/99 CGI Trademark (file section 8 & 15 affidavit)
6/22/99 7/22/99 9/22/99 Alligator - Essential Blues, Vol. 1
6/22/99 7/22/99 9/22/99 AVI - Essential Blues, Vol. 1
7/2/99 8/2/99 10/2/99 Fantasy - Essential Women
7/12/99 8/12/99 10/12/99 Arista - Essential Blues, Vol. 1
7/22/99 8/22/99 10/22/99 BMG - Essential Women
9/5/99 10/5/99 12/5/99 Vee Jay - Essential Blues, Vol. 1
9/12/99 10/12/99 12/12/99 Delmark - Smokey Blues
9/15/99 10/15/99 12/15/99 Vee Jay - Essential Blues, Vol. 2
9/15/99 10/15/99 12/15/99 Vee Jay - Chicago
9/18/99 10/18/99 12/18/99 Polygram - Smokey
9/20/99 10/20/99 12/20/99 Delmark - Roadhouse Blues
9/20/99 10/20/99 12/20/99 EMI-Capitol - Roadhouse
9/20/99 10/20/99 12/20/99 EMI-Capitol - Smokey
10/14/99 11/14/99 1/14/00 Polygram - Houses Of God
10/28/99 11/28/99 1/28/00 Virgin - Essential Women
10/28/99 11/28/99 1/28/00 MCA - Essential Women
10/28/99 11/28/99 1/28/00 Sony - Essential Women
12/1/99 1/1/00 3/1/00 Sony - ChicagoBlues
12/15/99 1/15/00 3/15/00 MCA - Smokey Blues
12/15/99 1/15/00 3/15/00 MCA - Roadhouse Blues
12/19/99 1/19/00 3/19/00 Virgin - Smokey Blues
12/19/99 1/19/00 3/19/00 Sony - Smokey Blues
12/19/99 1/19/00 3/19/00 Virgin - Roadhouse Blues
1/9/00 2/9/00 4/9/00 Delmark - Chicago Blues
1/11/00 2/11/00 4/11/00 Arhoolie - Chicago Blues
1/15/00 2/15/00 4/15/00 Universal - Chicago Blues
1/18/00 2/18/00 4/18/00 Koch - Essential Blues, Vol. 1
1/21/00 2/21/00 4/21/00 Ace - Essential Blues, Vol. 1
1/29/00 2/29/00 4/29/00 Arhoolie - Texas Blues
1/29/00 2/29/00 4/29/00 Delmark - Texas Blues
2/2/00 3/2/00 5/2/00 Paula - Essential Blues, Vol. 2
2/20/00 3/20/00 5/20/00 Universal - Cetera, A Collection
Page 1
<PAGE>
3/1/00 4/1/00 6/1/00 Fantasy - Essential Blues, Vol. 2
3/2/00 4/2/00 6/2/00 Hightone - Essential Blues, Vol. 2
3/10/00 4/10/00 6/10/00 EMI-Capitol - Texas
3/10/00 4/10/00 6/10/00 Sony - Texas
3/12/00 4/12/00 6/12/00 Arhoolie - Piano
3/12/00 4/12/00 6/12/00 Arista - Guitar
3/12/00 4/12/00 6/12/00 BMG - Harmonica
3/12/00 4/12/00 6/12/00 BMG - Piano
3/12/00 4/12/00 6/12/00 Delmark - Guitar
3/12/00 4/12/00 6/12/00 Delmark - Harmonica
3/12/00 4/12/00 6/12/00 EMI-Capitol - Guitar
3/12/00 4/12/00 6/12/00 EMI-Capitol - Piano
3/12/00 4/12/00 6/12/00 Folkways - Piano
4/10/00 5/10/00 7/10/00 Universal - Texas Blues
5/26/00 6/26/00 8/26/00 Virgin - Harmonica
5/26/00 6/26/00 8/26/00 Virgin - Piano
6/9/00 7/9/00 9/9/00 Universal - Piano
8/30/00 9/30/00 11/30/00 Alligator - Essential Blues, Vol. 2
9/14/00 10/14/00 12/14/00 Warner Bros. - Essential Blues, Vol. 1
10/1/00 11/1/00 1/1/01 Kathy Mattea option (Polygram)
10/1/00 11/1/00 1/1/01 MCA - Essential Blues, Vol. 1
10/10/00 11/10/00 1/10/01 Jim Messina - Album License
11/13/00 12/13/00 2/13/01 Knock My Sox Off Trademark (file section 8 & 15 affidavit)
1/28/01 2/28/01 4/28/01 Universal - Defiance Blues
1/28/01 2/28/01 4/28/01 Sony - Defiance Blues
1/28/01 2/28/01 4/28/01 Polymedia - Defiance Blues
1/28/01 2/28/01 4/28/01 Arhoolie Records - Defiance Blues
1/28/01 2/28/01 4/28/01 Rhino - Defiance Blues
2/28/01 3/28/01 5/28/01 Virgin - Essential Blues, Vol. 2
3/23/01 4/23/01 6/23/01 BMG Music - Barbecue Blues
3/23/01 4/23/01 6/23/01 Universal - Barbecue Blues
3/23/01 4/23/01 6/23/01 Polymedia - Barbecue Blues
3/23/01 4/23/01 6/23/01 Sony - Barbecue Blues
3/30/01 4/30/01 6/30/01 EMI Blackwood Music - Essential Gospel DVD
4/21/01 5/21/01 7/21/01 Universal - House Rent Party
5/28/01 6/28/01 8/28/01 Rounder - Essential Women
5/28/01 6/28/01 8/28/01 Drive Entertainment - Essential Women
6/15/01 7/15/01 9/15/01 Arista - Essential Blues, Vol. 2
7/14/01 8/14/01 10/14/01 Polygram - Essential Women
7/29/01 8/29/01 10/29/01 Alligator - Essential Women
9/5/01 10/5/01 12/5/01 Koch - Smokey Blues
9/5/01 10/5/01 12/5/01 Welk - Roadhouse Blues
9/12/01 10/12/01 12/12/01 Blind Pig - Smokey Blues
9/12/01 10/12/01 12/12/01 Blind Pig - Roadhouse Blues
10/2/01 11/1/01 1/2/02 Alligator - Roadhouse Blues
10/2/01 11/2/01 1/2/02 Tuff City - Roadhouse Blues
10/6/01 11/6/01 1/6/02 Rounder - Smokey Blues
10/6/01 11/6/01 1/6/02 Rounder - Roadhouse Blues
Page 2
<PAGE>
1/1/02 2/1/02 4/1/02 Alligator - Chicago Blues
1/11/02 2/11/02 4/11/02 Blind Pig - Chicago Blues
1/11/02 2/11/02 4/11/02 St. George - Chicago Blues
1/11/02 2/11/02 4/11/02 Koch - Chicago Blues
1/11/02 2/11/02 4/11/02 Jewel - Chicago Blues
1/11/02 2/11/02 4/11/02 Relic - Chicago Blues
1/11/02 2/11/02 4/11/02 Rooster - Chicago Blues
1/29/02 2/29/02 4/29/02 Alligator - Texas Blues
1/29/02 2/29/02 4/29/02 Goldband - Texas Blues
1/29/02 2/29/02 4/29/02 Rounder - Texas Blues
3/9/02 4/9/02 6/9/02 Polygram - Texas Blues
3/10/02 4/10/02 6/10/02 Virgin - Texas Blues
3/12/02 4/12/02 6/12/02 Alligator - Piano
3/12/02 4/12/02 6/12/02 Fantasy - Guitar
3/12/02 4/12/02 6/12/02 Fantasy - Harmonica
3/12/02 4/12/02 6/12/02 Fantasy - Piano
3/12/02 4/12/02 6/12/02 Koch - Piano
3/12/02 4/12/02 6/12/02 Modern Blues - Piano
3/12/02 4/12/02 6/12/02 Rounder/Clean Cuts - Piano
3/12/02 4/12/02 6/12/02 Tuff City - Guitar
3/12/02 4/12/02 6/12/02 Tuff City - Piano
3/12/02 4/12/02 6/12/02 Vee Jay - Guitar
3/12/02 4/12/02 6/12/02 Vee Jay - Harmonica
6/9/02 7/9/02 9/9/02 Rykodisc - Piano
8/18/02 9/18/02 11/18/02 John Denver - Album License
9/18/02 10/18/02 12/18/02 Allen Wiggins - "One Way"
1/24/03 2/24/03 4/24/03 ABKCO Music - Nashville Sounds DVD
1/24/03 2/24/03 4/24/03 Mother Bertha Music, Inc. - Nashville Sounds DVD
1/28/03 2/28/03 4/28/03 Welk - Defiance Blues
1/28/03 2/28/03 4/28/03 da music, inc. - Defiance Blues
1/28/03 2/28/03 4/28/03 Rykodisc - Defiance Blues
1/28/03 2/28/03 4/28/03 Alligator Records - Defiance Blues
2/19/03 3/19/03 5/19/03 Imaginary Road Music - Forbidden Forest DVD
2/19/03 3/19/03 5/19/03 Dancing Cat Productions, Inc. - Forbidden Forest DVD
2/19/03 3/19/03 5/19/03 Americus Art Music Publishers - Seasons DVD
2/19/03 3/19/03 5/19/03 Irving Music - Nashville Sounds DVD
2/19/03 3/19/03 5/19/03 BMG Music - Nashville Sounds DVD
2/19/03 3/19/03 5/19/03 Songs of Polygram - Nashville Sounds DVD
3/23/03 4/23/03 6/23/03 Alligator - Barbecue Blues
3/24/03 4/24/03 6/24/03 Option to extend term if unrecoupped / "ON AIR"
3/29/03 4/29/03 6/29/03 Zomba - Walter Trout DVD
3/30/03 4/30/03 6/30/03 Longitude Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 Eyeball - Luther Allison DVD
3/30/03 4/30/03 6/30/03 Howlin' Hits Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 Bad Love Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 Bessie Blue Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 ABKCO Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 Irving/Almo Music - Luther Allison DVD
3/30/03 4/30/03 6/30/03 New Executive Music - Nashville Sounds DVD
3/30/03 4/30/03 6/30/03 Cooper Music - Nashville Sounds DVD
3/30/03 4/30/03 6/30/03 Trio Music Co., Inc. - Nashville Sounds DVD
3/30/03 4/30/03 6/30/03 Bridgeport Music - George Clinton DVD
Page 3
<PAGE>
3/30/03 4/30/03 6/30/03 Southfield Music - George Clinton DVD
3/30/03 4/30/03 6/30/03 Songs of Polygram Int'l/Rubberband Music - George Clinton DVD
3/30/03 4/30/03 6/30/03 MCA Music Publishing - Essential Gospel DVD
3/30/03 4/30/03 6/30/03 Longitude Music - Roger Daltrey DVD
3/30/03 4/30/03 6/30/03 Essex Music - Roger Daltrey DVD
3/30/03 4/30/03 6/30/03 Bad Love Music - Walter Trout DVD
3/30/03 4/30/03 6/30/03 RYTVOC, Inc. - Snow/Bromberg DVD
3/30/03 4/30/03 6/30/03 Paul Simon Music - Snow/Bromberg DVD
3/30/03 4/30/03 6/30/03 EMI - Snow/Bromberg DVD
3/30/03 4/30/03 6/30/03 Sweet Jelly Roll Music - Snow/Bromberg DVD
3/30/03 4/30/03 6/30/03 Harry Tobias Music - Snow/Bromberg DVD
3/30/03 4/30/03 6/30/03 Slick Fork Music - Snow/Bromberg DVD
3/30/03 4/30/03 5/19/03 Alligator - Double Crossing Blues
3/30/03 4/30/03 5/19/01 EMI - Double Crossing Blues
3/30/03 4/30/03 5/19/01 Sony- Double Crossing Blues
3/30/03 4/30/03 5/19/03 Virgin - Double Crossing Blues
3/30/03 4/30/03 5/19/01 Warner - Double Crossing Blues
3/30/03 4/30/03 5/19/01 Universal - Double Crossing Blues
3/30/03 4/30/03 5/19/03 Fantasy - Double Crossing Blues
3/30/03 4/30/03 5/19/03 Music Collection Ltd. - Double Crossing Blues
3/30/03 4/30/03 6/23/03 Tuff City - Barbecue Blues
3/30/03 4/30/03 6/23/03 Blind Pig Records - Barbecue Blues
4/21/03 5/21/03 7/21/03 Rounder Records - House Rent Party
4/21/03 5/21/03 7/21/03 Vee Jay Partnership Ltd. - House Rent Party
4/21/03 5/21/03 7/21/03 Tuff City Records - House Rent Party
4/21/03 5/21/03 7/21/03 EMI - House Rent Party
6/24/03 7/24/03 9/24/03 Alan Parsons - "On Air" License
7/1/03 8/1/03 10/1/03 Polygram - Essential Blues, Vol. 2
10/4/03 11/4/03 1/4/04 River North Trademark Expires
3/7/04 4/7/04 6/7/04 CGI Trademark Expires
5/12/04 6/12/04 8/12/04 PGD - Soul & Gospel Christmas
7/4/04 8/4/04 10/4/04 Welk - Essential Blues, Vol. 1
8/18/04 9/18/04 11/18/04 Fantasy - Essential Blues, Vol. 1
11/15/04 12/15/04 2/15/05 Roger Daltrey - Album License
12/20/04 1/20/05 3/20/05 Brother Publishing - Nashville Sounds DVD
3/14/05 4/14/05 6/14/05 Delmark - Essential Blues, Vol. 2
9/14/05 10/14/05 12/14/05 Welk - Essential Blues, Vol. 2
11/13/05 12/13/05 2/13/06 Knock My Sox Off Trademark (file section 8 & 15 affidavit)
5/6/06 6/6/06 8/6/06 Ichiban - Essential Women
6/27/06 7/27/06 9/27/06 Antone's - Essential Women
8/5/06 9/5/06 11/5/06 Earwig - Roadhouse Blues
9/9/06 10/9/06 12/9/06 Warner Bros. - Cetera, A Collection
9/10/06 10/10/06 12/10/06 Viceroots - Smokey Blues
1/11/07 2/11/07 4/11/07 Antone's - Chicago Blues
1/11/07 2/11/07 4/11/07 Earwig - Chicago Blues
1/11/07 2/11/07 4/11/07 Welk - Chicago Blues
1/29/07 2-29-07 4/29/07 Antone's - Texas Blues
1/29/07 2/29/07 4/29/07 Black Top - Texas Blues
2/20/07 3/20/07 5/20/07 Warner Sweden - Cetera, A Collection
3/12/07 4/12/07 6/12/07 Antone's - Piano
3/12/07 4/12/07 6/12/07 Blue Suit - Piano
3/12/07 4/12/07 6/12/07 Evidence - Piano
3/12/07 4/12/07 6/12/07 Welk - Harmonica
Page 4
<PAGE>
1/28/08 2/28/08 4/28/08 M.C. Records - Defiance Blues
3/23/08 4/23/08 6/23/08 Fortune Records - Barbecue Blues
4/21/08 5/21/08 7/21/08 Antone's Records - House Rent Party
4/21/08 5/21/08 7/21/08 Buda Musique - House Rent Party
4/21/08 5/21/08 7/21/08 Storeyville Records - House Rent Party
4/21/08 5/21/08 7/21/08 Denon Records - House Rent Party
</TABLE>
Page 5
<PAGE>
EXHIBIT A
SCHEDULE C-2
Inbound Licenses
BOOTLEG BOOTY
CD#: 9517
RELEASE DATE: 8/26/97
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Benz Records, Inc. Producer Agrmt MC SHY-D & Initial Term + World
1521 Burnstone Dr. DJ Smurf 2 Options
Stone Mountain, GA 30088
4-Sight Entertainment Get Retarded KJ & DA Fellas 3 years US & Canada
1862 N.W. 38th Ave.
Lauderhill, FL 33311 Bass Train M.C.A.D.E.
Benz Records, Inc. Work It Out MC Shy-D 3 years US & Canada
1521 Burnstone Dr.
Stone Mountain, GA 30088 Pop That Thang Girl DJ Smurf
True That MC Shy-D
Critique Records Dickey Ride Southern Playas 3 years US & Canada
50 Cross Street
Winchester, MA 01890
Click Boom Records Booty Bounce Goon Sqwad 3 years US & Canada
16919 Stansbury Street
Detroit, MI 48235
Ichiban Records, Inc. True To The Game MC Shy-D 3 years US & Canada
3991 Royal Drive N.W.
Kennesaw, GA 30144 Ooh Lawd (Party People) DJ Smurf
Ride Em Cowboy Another Style
Nasty Dancer Kilo
Hear What I Hear Kilo
Work It MC Shy-D
ID Records 2 Much Booty In The Pants Soundmaster T 3 years US & Canada
4648 N. Sacramento
Chicago, IL 60625
</TABLE>
Page 1
<PAGE>
BOOTLEG BOOTY
CD#: 9517
RELEASE DATE: 8/26/97
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neurodisc Records Run Forrest Run Get Some Crew 3 years US & Canada
4592 N. Hiatus Road
Ft. Lauderdale, FL 33351
Power Records Da Dip Freak Nasty 3 years US
6350 McDonough Dr.
Suite A Down Low Freak Nasty
Norcross, GA 30093
Freak Out 12 Gauge
SOH Distributors Network Boom! I Got Your Boyfriend MC Luscious 3 years US & Canada
1981 Fletcher Creek Drive
Memphis, TN 38133
Vision Records, Inc. Boot The Booty MC Kool Rock 3 years US & Canada
13385 W. Dixie Highway
North Miami, FL 33161
Rip-It Records Kitty Kitty 69 Boyz 3 years US & Canada
1221 W. Colonial Dr.
Suite 300 Da Train Disco & The City Boyz
Orlando, FL 32804 featuring Clay D
Rodeo 95 South
Heiny Heiny 95 South
</TABLE>
Page 2
<PAGE>
BOOTY MIX '96
CD#: 9504
RELEASE DATE: 7/1/96
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Company Address Term Territory
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
All American Music Group 808 Wilshire Blvd. 5 years US & Canada
Santa Monica, CA 90401-1810
Ichiban Records, Inc. P.O. Box 7246777 5 years US & Canada
Atlanta, GA 31139-1677
Ice Cold Records 5304-J Panola Blvd. 5 years US & Canada
Decatur, GA 30305
Rip-It Records 715 N. Ferncreek Avenue 5 years US & Canada
Orlando, FL 32803
SOH Distributors Network 1981 Fletcher Creek Drive 5 years US & Canada
Memphis, TN 38133
Vision Records, Inc. 13385 W. Dixie Highway 5 years US & Canada
North Miami, FL 33161
Rodney Terry 2859 Gant Wuarters Circle Owned World
Marietta, GA 30068
</TABLE>
Page 1
<PAGE>
NASTY
CD#: 9523
RELEASE DATE: 9/23/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4-Sight Entertainment Nuts On The Chin Hard Headed 5 years US & Canada
1862 N.W. 38th Ave.
Lauderhill, FL 33311
Ichiban Records Nasty Dancer Kilo 3 years US & Canada
3991 Royal Drive N.W.
Kennesaw, GA 30144 Lower This Bitch DJ Smurf & PMHI
Joey Boy Records, Corp. Take It Off The Dogs 3 years US & Canada
3081 N.W. 24th Street
Miami, FL 33142
Neurodisc Records Put That Thing To The Floor Get Some Crew 3 years US & Canada
P.O. Box 7468
Hollywood, FL 33081
Pandisc Music Corp. Shake That Ass Bitch Splack Pack 3 years US & Canada
6157 N.W. 167th Street, F9
Miami, FL 33015 Freak Bendover DJ Laz
Touchwood Records Ruff Rida Fraze 3 years US & Canada
1650 Broadway
Suite 1210
New York, NY 10019
TVT Records U Gotta Go Kinsui 3 years US (Can?)
23 East 4th Street
New York, NY 10003
Vision Records, Inc. Pull It All The Way Down Prince Rahiem & Clay D 3 years US &
Canada
13385 W. Dixie Highway
North Miami, FL 33161 Shake Them Titties The Get Funky Crew
Pop That Coochie, Shake That Ass Baby Luke
</TABLE>
Page 1
<PAGE>
BOOTY MIX 2
CD#: 9517
RELEASE DATE: 3/25/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4-Sight Entertainment Bass Mechanic M.C.A.D.E. 5 years US & Canada
1862 N.W. 38th Avenue
Lauderhill, FL 33313 Get Retarded K.J. and Da Fella 5 years US & Canada
Benz Records, Inc. Work It Out MC Shy-D 5 years US & Canada
1521 Burnstone Drive
Stone Mountain, GA 30088
Hip Rock Records, Inc. Give It All You Afro-Rican 5 years US & Canada
610 N. Andrews Avenue Got (Doggie Style)
Ft. Lauderdale, FL 33311
Ichiban Records, Inc. Hear What I Hear Kilo 5 years US & Canada
P.O. Box 7246777
Atlanta, GA 31139-1677 Can't Stop The Rock DJ Kizzy Rock 5 years US & Canada
ID Records 2 Much Booty Soundmaster T 5 years US & Canada
c/o David Bloom, Esq. (In The Pants)
4648 N. Sacramento
Chicago, IL 60625
Click Boom Records Booty Bounce Goon Sqwad 5 years US & Canada
(need address)
Lil' Joe Records, Inc. Shake Whatcha Momma Poison Clan 5 years US & Canada
6157 NW 167th Street Gave Ya
Suite F-17
Miami, FL 33015 Shake A Lil' Somethin' 2 Live Crew 5 years US & Canada
Neurodisc Records Run Forrest Run Get Some Crew 5 years US & Canada
P.O. Box 7468
Hollywood, FL 33081
</TABLE>
Page 1
<PAGE>
BOOTY MIX 2
CD#: 9517
RELEASE DATE: 8/26/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PolyGram Special Markets Scarred Luke 5 years US & Canada
A Division of PolyGram Group
Distribution, Inc.
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Rip-It Records Tootsie Roll 69 Boyz 5 years US & Canada
715 N. Ferncreek Avenue
Orlando, FL 32803 Heiny Heiny 95 South 5 years US & Canada
Critique Records Dickey Ride Southern Playas 5 years US & Canada
50 Cross Street
Winchester, MA 01890
</TABLE>
Page 2
<PAGE>
FULL MOON
CD#: 3577
RELEASE DATE: 3/25/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Essence Records Voices Of Faith Chris Spheeris 5 years US & Canada
P.O. Box 2458
Sedona, AZ 86339
GTSP Records Rhapsody In Love John Tesh 5 years US & Canada
1608 N. Cahuenga Blvd.
Hollywood, CA 90028
Moulin D'Or Recordings Les Miserables Medley Danny Wright 5 years US & Canada
1148 W. Pioneer Parkway
Suite E
Arlington, TX 76013
Real Music Open Place Jim Chappell 3 years US & Canada
85 Liberty Ship Way
Suite 207
Sausalito, CA 94965
Relativity Records The Netsman & The Laird Adrian Legg 3 years US
A Division of Relativity
Entertainment, Inc.
79 Fifth Avenue
16th Floor
New York, NY 10003
Ciani Musica, Inc. d/b/a
Ciani Musica International, Inc. Go Gently Suzanne Ciani 5 years US & Canada
c/o Seventh Wave Productions
20 Sunnyside Avenue
Suite A-197
Mill Valley, CA 94941
Sony Music Special Products Fullmoon Beachwalk Ottmar Liebert & 3 years US only
Sony Music Entertainment, Inc. Luna Negra
550 Madison Avenue
New York, NY 10022-3211
</TABLE>
Page 1
<PAGE>
FULL MOON
CD#: 3577
RELEASE DATE: 3/25/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Silver Wave Records One Winter Morning Fowler & Branca 5 years US & Canada
P.O. Box 7943
Boulder, CO 80306
Time Line Productions Shenandoah Lorie Line 5 years US & Canada
222 Minnetonka Avenue South
Wayzata, MN 55391
Deep Cave Records Farewell Patrick O'Hearn 5 years US & Canada
Duryea Publishing Administration
54 Danbury Road
Suite 367
Ridgefield, CT 06877
Intersound Orinico Flow Taliesan Orchestra Owned World
Memories of Trees
</TABLE>
Page 2
<PAGE>
THE HIT LIST
CD#: 9285/PG: 9275
RELEASE DATE: 3/25/97
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Record Company Song Title Artist Term Territory
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
All American Music Group I Wish Skee-Lo 3 years US & Canada
808 Wilshire Blvd.
Santa Monica, CA 90401
EMI-Capitol Music Special Markets People Everyday Arrested Development 3 years US only
5750 Wilshire Blvd.
Suite 300
Los Angeles, CA 90036
Ichiban Records Gotta Get Mine MC Breed and 2 Pac 5 years US & Canada
3991 Royal Drive N.W.
Kennesaw, GA 30144 Ain't No Future In MC Breed
Your Frontin
Jive Records Y'All Ain't Ready Yet Mystikal
137-139 W. 25th Street
11th Floor Summertime D.J. Jazzy Jeff & 3 years US only
New York, NY 10001 The Fresh Prince
PolyMedia I Got A Man Positive K 3 years US only
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Profile Records Neva Go Back Special Ed 5 years US only
740 Broadway
7th Floor Tonite DJ Quick
New York, NY 10003
Down With The King Run-DMC
Back To The Hotel N2Deep
Virgin Records Boombastic Shaggy 5 years US & Canada
338 N. Foothill Road
Beverly Hills, CA 90210
</TABLE>
Page 1
<PAGE>
FLAVORS OF JAZZ
CD#: 9520
RELEASE DATE: 3/25/97
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Record Company Song Title Term Territory
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Denon Records October 3 years US
Suite 333
3343 Peachtree Road N.E.
Atlanta, GA 30326
EMI-Capitol Music Let Me Count The Ways 3 years US
Special Markets
5750 Wilshire Boulevard
Suite 300
Los Angeles, CA 90036
Higher Octave Music, Inc. Body Language 3 years US & Canada
Autumn Blue
JVC Music, Inc. Can You Stand The Rain
3800 Barnham Road
Suite 305 I Told You So
Los Angeles, CA 90068
Cause We've Ended As Lovers
Sunset
Kryptic Records The Closer I Get To You 3 years US
18344 Oxnard
Suite 101
Tarzana, CA 91356
Vanguard Records Try A Little Tenderness 3 years US
1299 Ocean Ave.
Suite 800
Santa Monica, CA 90401
Virgin Records America, Inc. Blue Moon 3 years US
338 North Foothill Road
Beverly Hills, CA 90210
</TABLE>
Page 1
<PAGE>
BETTER GET VI
CD#: 9501
RELEASE DATE: 8/26/97
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Company Address Term Territory
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fresh Records Attn: Dave Morgan 3 Years US
Unit 4
The Grand Union Centre
West Row
London W11 5AS
Strictly Rhythm 920 Broadway 5 years US
Records Suite 1403
N.Y., N.Y. 10010
Vicious Muzik Records, Inc. Attn: Jeffrey Rodman 3 1/2 years US
420 E. 64th Street
N.Y., N.Y. 10021
C.O.D. Distribution, Inc. Attn: John Galgano 3 years US
2015 W. Irving Park Rd.
Chicago, IL 60618
MCA Records, Inc. 70 Universal City Plaza 3 years US
Universal City
CA 91608
Champion Records Ltd Attn: Eddie Seago 3 years US
181 High Street
Harlesden
London NW10 4TE
Cleveland City Records Ltd Attn: Stuart Dale 5 years US
52a Clifton Street
Wolverhampton
WV3 OQT
</TABLE>
Page 1
<PAGE>
CAN'T GET THIS NO MORE! V1
CD#: 9500
RELEASE DATE: 4/1/96
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Company Address Term Territory
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sony Music Entertainment 550 Madison Ave 3 years US
N.Y, N.Y. 10022
Arista Records, Inc. 6 West 57th Street 5 years US
N.Y., N.Y. 10019
IRS Records EMI-CAPITOL ENTERTAINMENT 5 years US
5750 Wilshire Blvd.
Los Angeles, CA 90036
Many Edizioni Musicali Srl Via Pietro Maestri 2 5 years US
20129 Milan Italy
Strafe Entertainment Corp/ Attn: Steve Standard 5 years US
S.T.D. Music Publishing Co. 140 Lawrence Street
Suite 2
Brooklyn, N.Y. 11201
Teevee Toons, Inc. 23 East 4th Street 5 years US
N.Y., N.Y. 10003
West End Reocrds, Inc. 62 Southern Blvd. 5 years US
Nesconset, N.Y. 11767
Virgin Records America, Inc. Attn: George Maloian
338 N. Foothill Road
Beverly Hills, CA 90210
Geffen Records c/o MCA Records, Inc.
70 Universal City Plaza
Universal City
CA 91608
The RCA Records Label 1540 Broadway
a Unit of BMG Entertainment N.Y., N.Y. 10036
Cajual Records 1229 N. North Branch #218
Chicago, IL 60622
</TABLE>
<PAGE>
BETTER GET THIS NOW! VOL 2
CD#: 9503
RELEASE DATE: 9.24.96
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Name & Address Song (s) Term Territory
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cutting Records Inc. I Appreciate - Kathy Brown 5 years U.S. & Canada
c/o Stollman & Stollman
3720 Canterbury Way
Boca Raton, FL 33434
Champion Records Ltd Make My Love - Shawn Christopher 3 years US Only
181 High Street
Harlesden
London NW10 4TE
England
Cleveland City Records Hot - Ideal 3 years US Only
52a Clifton Street
Wolverhampton
WV3 OQT
England
Fresh Records Losing You - SGH 5 years US Only
Unit 4
The Grand Union Centre
West Row
London
W11 5AS
England
Max Music & Entertainment, Inc. The Real Thing - Tony Di Bart 3 years US Only
777 Brickell Avenue
Suite 800
Miami, Florida 33131
</TABLE>
Page 1
<PAGE>
BETTER GET THIS NOW! VOL 2
CD#: 9503
RELEASE DATE: 9.24.96
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Name & Address Song (s) Term Territory
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Avex UK Your Love - Inner City 3 years US, its possessions &
4th Floor Canada
22 Soho Square
London W1V 5FJ
England
Telstar Independent Records Ltd. Brighter Day - Kelly Llorenna 5 years US & Canada
t/a Pukka Records
Prospect Studios
Barnes High Street
London SW13 9LE
England
Rumour Records Skeletor - Incredible Groove 3 years US, its possessions &
Tempo House Canada
15 Falcon Road
London SW11 2PJ
Strictly Rhythm Records, Inc. Dream Come True - Angela Lewis 5 years US Only
920 Broadway
Suite 1403
New York, NY 10010
Strictly Rhythm Records, Inc. If Madonna Calls - Junior Vasquez 5 years US Only
920 Broadway
Suite 1403
New York, NY 10010
</TABLE>
Page 2
<PAGE>
BETTER GET THIS NOW! VOL 2
CD#: 9503
RELEASE DATE: 9.24.96
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Name & Address Song (s) Term Territory
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Yoshitoshi Recordings Giv Me Luv - Alcatraz 5 years US Only
c/o Kurosh Nasseri, Esq.
1900 L Street N.W.
Suite 707
Washington, D.C. 20007
ZYX Music GmbH Release Me - Industry 3 years US Only
Industriegebiet/Benzstrasse
D-35799 Merenberg
</TABLE>
Page 3
<PAGE>
CAN'T GET THIS NO MORE! Vol 2
CD#: 9502
RELEASE DATE: 10.24.96
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Song Title & Artist Company Term Territory
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Feel The Groove - Cartouche All American Music Group 5 years US & Canada
808 Wilshire Blvd
Santa Monica, CA 90401-1810
It's My Pleasure - My Friend Ex-it Records 5 years US & Canada
Sam featuring Viola Wills 25 East 9th Court
Miami, Florida 33010
I Wanna Have Some Fun - Zomba Recording Corporation 3 years United States Only
Samantha Fox 137-139 West 25th Street
New York, New York 10001
She Drives Me Crazy - Fine MCA Records, Inc. 3 years United States Only
Cannibals 70 Universal City Plaza
Some Kind Of Lover - Jody Universal City, CA 91608
Watley
Mercedes Boy - Pebbles
That Sound - Ralph Falcon Miami Soul Records 5 years US & Canada
featuring Dorothy Mann c/o MCT Management
333 W. 52nd Street, #1003
New York, New York 10019
Never Gonna Give You Up - The RCA Records Label 5 years US Only
Rick Astley A Unit of BMG Entertainment
check to:
BMG Entertainment
c/o Marty Olinick
RCA Records
8750 Wilshire Blvd.
Beverly Hills, CA 90211
</TABLE>
Page 1
<PAGE>
CAN'T GET THIS NO MORE! Vol 2
CD#: 9502
RELEASE DATE: 10.24.96
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Song Title & Artist Company Term Territory
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
You Used To Hold Me - Ralphi Saber Records, Inc. 5 years US & Canada
Rosario Featuring Xavier Gold 932 W. 38th Place
Chicago, IL 60609
Big Fun - Inner City Virgin Records America, Inc. 5 years US & Canada
Wiggle It - 2 In A Room 338 N. Foothill Road
Beverly Hills, CA 90210
send checks Attn: George Maloian
</TABLE>
Page 2
<PAGE>
EURO MIX
CD#: 9505
RELEASE DATE: 11/1/96
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Company Name & Address Song Title Artist Term Territory
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
23rd Precinct Recordings Ltd It's Whats Upfront That Counts Yosh 3 years US & Canada
23 Bath Street
Glasgow G2 1HU
Cheeky Records Ltd Satisfy My Love Sabrina Johnston 3 years US & Canada
181 High Street
Harlesden
London NW10 4TE
England
Cleveland City Records Ltd Glowing Sun On Rising Tide Kapta 5 years US
52a Clifton Street
Wolverhampton WV3 OQT
England
Fresh Records Feel The Spirit Giant City 5 years US
Unit 4 Inspiration Strike
The Grand Union Centre
Max Music & Entertainment Inc. Zombie Ororo 3 years US
777 Brickell Avenue Killing Me Softly BTF
Suite 800
Miami, FL 33131
Ministry of Sound Recordings Ltd. Hold On Yojo Working 5 years US & Canada
103 Gaunt Street
London SE1 6DP
England
Network Records UK/Best Beat Dance Ltd. Gonna Take Time Trinity 5 years US & Canada
Stratford House
Stratford Place
Camphill, Birmingham B12 OHT
England
</TABLE>
Page 1
<PAGE>
EURO MIX
CD#: 9505
RELEASE DATE: 11/1/96
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Company Name & Address Song Title Artist Term Territory
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
New Music International Srl The Colour Inside TI.PI.CAL. feat. Josh 5 years US & Canada
Via Mecenate, 84
20138 Milano
Italy
Pulse-8 Records We Gotta Love Kym Sims 3 years US & Canada
245 Old Marylebone Road
London NW10 5QT
Champion Records Ltd. Satisfy My Love Sabrina Johnston 3 years US & Canada
181 High Street
Harlesden
London NW10 4TE
England
</TABLE>
Page 2
<PAGE>
July 28, 1998 Bootleg Booty Vol. 2
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Benz Records, Inc. Producer Agrmt MC SHY-D & 3 years World
1521 Burnstone Dr. DJ Smurf
Stone Mountain, GA 30088
Benz Records, Inc. Big Booty Girls MC Shy-D 3 years US & Canada
1521 Burnstone Dr.
Stone Mountain, GA 30088 Keep Doin' It MC Shy-D
Big Du Entertainment Dirty South Bass Track The Southern Playas 3 years US & Canada
1230 N. Horn Avenue
Suite 420
Los Angeles, CA 90069
Xavier Hargrove Keep Rockin' X featuring DJ Kizzy 3 years US & Canada
Black Label Records Rock and June Dog
1764 Lynn Lane
Decatur, Georgia 30032
Big Oomp Records Which A Way DJ Jelly & MC Assault 3 years US & Canada
P.O. Box 42963
Atlanta, Georgia 30311
EKG Records It's Party Time Red-N-Black 3 years US & Canada
3800 N.W. 22nd Avenue
Miami, Florida 33142
305-633-4696
Ichiban Records, Inc. Can't Stop No Player Da Organization 3 years US & Canada
3991 Royal Drive N.W. Bend Over Da Organization
Kennesaw, GA 30144 This Party P.M.H.I.
Intersound Keep Droppin' DJ Craze
Honee Bunn Filthy Rich
Joe Boy Records, Corp. Break It Down Ant D & The Puppies 3 years US & Canada
3081 N.W. 24th Street Get It DJ Uncle Al
Miami, Florida 33142
Mirror Image Entertainment Shawty, Freak a Lil Sumtin Lil Jon & The Eastside 3 years US & Canada
6787 Collier Road Boyz
Riverdale, Georgia 30296
Mulatto Entertainment Stomp Get Some Crew 3 years US & Canada
685 N.W. 21st Street Perculator Get Some Crew
Pompano Beach, Florida 33060
Power Records I'LL NA NA 12 Gauge 3 years US & Canada
6121 Oakbrook Parkway
Norcross, GA 30093
Rhyme & Cartel My Hooptie Sir-Mix-a-Lot 3 years US & Canada
16727 S.E. Lakhom Road Beepers Sir-Mix-a-Lot
Auburn, Washington 98092
Rip-It Records Wiggle Wiggle Artist Disco and the 3 years US & Canada
1221 W. Colonial Dr. the City Boyz
Suite 300
Orlando, FL 32804 Come On Now Turnpike Boyz
310-659-8350
Sir-Mix-a-Lot
</TABLE>
Page 1
<PAGE>
July 28, 1998 Bootleg Booty Vol. 2
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Rhyme & Cartel Master to be announced Sir-Mix-a-Lot 3 years US & Canada
16727 S.E. Lakhom Road
Auburn, Washington 98092
Street Street Entertainment Doo Doo Brown DJ Nasty Knock 3 years US & Canada
433 Plaza Real, Suite 275 Show Me The Money DJ Nasty Knock
Boca Raton, Florida 33432
</TABLE>
Page 2
<PAGE>
RELEASE DATE: 06/23/98 INDIGO MOODS: The Mystery and Passion of Night
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Blue Meteor Records Decades The Wind Machine Guitar 3 years USA
P.O. Box 477 Duo
Berthoud, CO 80513
Duryea Publishing Admin. 3 Circles Patrick O'Hearn 3 years USA
54 Danbury Road
Suite 367
Ridgefield, Connectcut 06877
Gallery Records Next Time Jeff Burak 3 years USA
The Albert Buiolding
1010 B Street, Suite 425
San Rafael, CA 94901
Higher Octave Music
Suite 2C Skyline Drive Shahin and Sepehr 3 years USA
23852 Pacific Coast Highway
Malibu, California 90265
Miramar Recordings False Prophet Quintanta Speer 3 years USA
200 Second Avenue West
Seattle, Washington 98119-4204
Raven Recording
P.O. Box 2034 Open Sky Gordy Ryan, Al Shackman 3 years USA
Red Bank, New Jersey 07701 and Gary Thomas
Real Music Sensuality Mars Lasar 3 years USA
85 Liberty Ship Way After All We Had Planned Jim Chappell & Hearsay
Suite 207
Sausalito, California 94965
Solid Air Records In Your Arms Laurence Juber 3 years USA
1610 Crestview Avenue
Seal Beach, California 90740
Sugo Music She Lives Inside: Stevean Pasero w/ 3 years USA
790 Main Street Of All Men Christopher Bock
P.O. Box 390604
Half Moon Bay, California 94019
Universal Music Group Acoustic Alchemy Lady Lynda 3 years USA
70 Universal City Plaza
Universal City, California 91608
Word Entertainment The Art of Love Mark Baldwin and 3 years USA
3319 West End Avenue Eric Darken
Suite 200
Nashville, Tennessee 37203
</TABLE>
Page 1
<PAGE>
RELEASE DATE: 04/28/98 ELEKTRONIKA II
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASPHODEL RECORDS Mr. Excitement Tipsy 3 years US & Canada
149 Park Street 3/10 of Population We
San Francisco, CA 94110
(212) 604-9130
(212) 604-0783 FAX
CLEOPATRA LABEL GROUP PhP's Advice (Orb Mix) Gong 3 years US & Canada
8726 S. Sepulbeda D-82
Los Angeles, CA 90015
(310) 305-0172
(310) 821-4702 (FAX)
HEAVENLY RECORDS Like A Motoway (Chemical St. Etienne 3 years US & Canada
72 Wardour Street Bros. Remix)
London WIV 3HP
Igo Ego Them Red Red Groovy
5100 Zenith Av S.
Minneapolis, Minnesota 55410
LIQUID SKY MUSIC Ethiopia D.J. Soul Slinger 3 years US & Canada
67 East 3rd Street
Suite A
New York, New York 10003
(212) 260-4656
(212) 260-4699 (FAX)
NINJA TUNE Timber Coldcut 3 years US & Canada
Winchester Wharf
Clink Street
London SE1 9DG
0171 357 7180
0171 357 7197 (FAX)
POLYMEDIA Toxygene The Orb 3 years US
825 Eighth Avenue MIdwest Spring Heel Jack
New York, New York 10019 Gravitational Arch of 10 Vapourspace
(212) 333-8061
(212) 333-8020 (FAX)
PROFILE RECORDS
740 Broadway, 7th Floor Music For the Lonely Jamie Myerson 3 years US
New York, New York 10003
(212) 529-2600
(212) 420-8216 (FAX)
XL RECORDINGS Narcotic Influence Empirion 3 years US
17-19 Alma Road (Meat Beat Manifesto Mix)
London SW 18 1AA
0181 870 9912
0181 877 9209 (FAX)
</TABLE>
Page 1
<PAGE>
RELEASE DATE: 03/31/98 TOTAL RITMO
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
CONTRACT AND ARTIST SONG TITLE TERM TERRITORY
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Producer Agrmt between Intersound Shake It To The Rhythm Perpetuity World
and Lewis Martinee for performances of
Ray Guell and Sequel
Non-Exclusive Artist Agrmt between There's More To Love Perpetuity World
Intersound and Angie Biordi p/k/a Sequel
Agreement between Intersound and The Mexican Perpetuity World
Antonia Graham p/k/a Mz Toni
Non-Exclusive Artist Agreement between Intersound (We did not use her on the Perpetuity World
Inc. and Blanca Batista p/k/a Nyasia album, we paid her $500.00)
Non-Exclusive Artist Agreement between Don't Go Perpetuity World
Intersound and Ray Guell
Exclusive Artist Agreement between Intersound I'm Going Out of My Mind Perpetuity World
and Sal Hanono f/s/o The Voice in Fashion
Non-Exclusive Artist Agreement Pirana Perpetuity World
between Intersound and Geraldo Mejia
Non-Exclusive Artist Agreement between Can't U Feel It? Perpetuity World
Intersound Inc. and Marino Portuondo pka Tony Moreno
Non-Exclusvie Artist Agreement between Las Mujeres Perpetuity World
Intersound and Tito Puente Jr. featuring 2 BMF Las Mujeres (Adam's Radio Mix)
Non-Exclusive Artist Agreement between Intersound and This Love (Was Meant to Be) Perpetuity World
Derrick Rahming f/s/o Afro-Rican
Master Use License Agreement between Intersound, Inc. Everybody Get Down Perpetuity World
and Pavone Records, a subsidiary of Starlore, Inc.
(Nadine Renee)
Agreement between Intersound and Dauby Talles Is It Real Love Perpetuity World
</TABLE>
Page 1
<PAGE>
RELEASE DATE: 3/31/98 BOOTY MIX 3
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
All American Music Grits & Eggs Breakdown 3 years US & Canada
2114 Pico Blvd. Let Me Ride 12 Gauge
Santa Monica, California 90405
Arista Records, Inc. My Baby Daddy B-Rock & The Bizz 5 years USA & Canada
Arista Building
6 West 57th Street
New York, New York 10019
Bev Groves 416-586-1614
BMG Music Canada, Inc. 416-586-0454 F
Backstage Records Splash Down Danny D 5 years US & Canada
7880 W. 20th Avenue #3
Miami, Florida
Benz Records, Inc. Keep Doin' It MC Shy-D 5 years US & Canada
1521 Burnstone Drive True That MC Shy-D
Stone Mountain, GA 30088 Hold Up! Wait A Minute DJ Smurf
Black Label Records Crank This DJ Kizzy Rock (Clean Mix) 5 years US & Canada
1764 Lynn Lane
Decatur, Georgia 30032
4-Sight Entertainment Bass Train M.C.A.D.E. 5 years US & Canada
1862 N.W. 38th Avenue Crank It M.C.A.D.E.
Lauderhill, FL 33313
Hip Rock Records, Inc. Taste That Moon Pie Afro-Rican 5 years US & Canada
610 N. Andrews Avenue
Ft. Lauderdale, FL 33311
Ichiban Records, Inc. Can't Stop No Player Da Organization 5 years US & Canada
P.O. Box 7246777
Atlanta, GA 31139-1677
Joey Boy Records, Corp. Break It Down Ant D & The Puppies 5 years US & Canada
3081 N.W. 24th Street Get It DJ Uncle Al
Miami, FL 33142
Mirror Image Entertainment Who U Wit Lil John and The East Side Boyz 5 years US & Canada
6787 Collier Road
Riverdale, Georgia 30296
Pandisc Records Scrub Da Ground Splack Back 5 years US & Canada
6157 N.W. 167th Street F9 123456 Bass (Original) Beat Dominator
Miami, Florida 33015
Panic Records I'm Gonna Luv U Summer Junkies 5 years US & Canada
</TABLE>
Page 1
<PAGE>
RELEASE DATE: 3/31/98 BOOTY MIX 3
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
RECORD COMPANY SONG TITLE ARTIST TERM TERRITORY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1675 Rollins Road
Burlingame. CA 94010
Polygram Reckless (Club Mix) Chris The Glove Taylor 5 years US & Canada
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Polygram Canada/Jason McKay
905-415-9900 ext 2008
Power Records Da' Dip Freak Nasty 5 years US & Canada
6350 McDonough Drive, Suite A
Norcross, Georgia 30093
Rip-It Records Wiggle Wiggle Disco and the City Boyz 5 years US & Canada
715 N. Ferncreek Avenue
Orlando, Florida 32803
Universal Music Group Show Me Love Kilo Ali 3 years US & Canada
70 Universal City Plaza
Universal City, California 91608
Vision Records Pullit All the Way Down Beatmaster Clay D 5 years US & Canada
13385 W. Dixie Highway Booty Drop DJ SPin and Fresh Kid Ice
North Miami, Florida 33161
</TABLE>
Page 2
<PAGE>
EXECUTION COPY
GUARANTY
This Guaranty (this "GUARANTY") is dated as of July 31, 1998, by the
Persons listed on the signature pages hereof (each a "GUARANTOR"), in favor of
FIRST SOURCE FINANCIAL LLP, as agent, for its benefit and the benefit of Lenders
(in such capacity, the "AGENT").
RECITALS:
WHEREAS, Platinum Entertainment, Inc., a Delaware corporation
("BORROWER"), Agent and the Persons designated as lenders from time to time
thereunder ("LENDERS") have entered into that certain Secured Credit Agreement
dated as of the date hereof (as amended, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT") providing for the extension of loans and
other financial accommodations from Lenders to Borrower (all Liabilities of
Borrower under the Credit Agreement being referred to herein as the "GUARANTY
INDEBTEDNESS");
WHEREAS, each Guarantor is a Subsidiary of Borrower and will derive
direct and indirect economic benefit from the financial accommodations to
Borrower set forth in the Credit Agreement, including, without limitation, the
loans and advances made and to be made to Borrower thereunder, and it will be to
each Guarantor's direct and indirect economic benefit to assist Borrower in
procuring such financial accommodations from Lenders; and
WHEREAS, a condition precedent to Agent and Lenders entering into the
Credit Agreement is that each Guarantor execute and deliver this Guaranty;
NOW, THEREFORE, for and in consideration of the premises and in order
to induce Agent and Lenders to enter into the Credit Agreement and Lenders to
continue to make loans under the Credit Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Guarantor hereby agrees as follows:
SECTION 1. DEFINITIONS.
Unless otherwise defined herein, all capitalized terms used herein
shall have the respective meanings assigned to such terms in the Credit
Agreement.
SECTION 2. GUARANTY OF PAYMENT.
(a) Each Guarantor hereby absolutely and unconditionally guarantees
the full and prompt payment to Agent, for its benefit and the benefit of
Lenders, when due, upon demand, at maturity or by reason of acceleration or
otherwise and at all times thereafter, of any and all existing and future
Guaranty Indebtedness.
<PAGE>
(b) Each Guarantor acknowledges that valuable consideration supports
this Guaranty, including, without limitation, the consideration set forth in the
recitals above as well as any commitment to lend, extension of credit or other
financial accommodation, whether heretofore or hereafter made by Lenders to
Borrower; any extension, renewal or replacement of any of the Guaranty
Indebtedness; any forbearance with respect to any of the Guaranty Indebtedness
or otherwise; any purchase of any assets of Borrower by Lenders; or any other
valuable consideration.
(c) Each Guarantor agrees that all payments under this Guaranty shall
be made in United States currency and in the same manner as provided for in the
Guaranty Indebtedness.
SECTION 3. COSTS AND EXPENSES.
Each Guarantor agrees to pay or reimburse on demand, if not paid by
Borrower, all reasonable out of pocket costs and expenses of every kind incurred
by Agent or Lenders in connection with the Credit Agreement, including, without
limitation: (a) in enforcing this Guaranty, (b) in collecting any of the
Guaranty Indebtedness from Borrower or any Guarantor, (c) in realizing upon or
protecting any collateral for this Guaranty or for payment of any of the
Guaranty Indebtedness, and (d) for any other purpose related to the Guaranty
Indebtedness or this Guaranty. "Costs and expenses" as used in the preceding
sentence shall include, without limitation, reasonable attorneys' fees incurred
by Agent or any Lender in retaining counsel for advice, suit, appeal, any
insolvency or other proceedings under Title 11 of the United States Code (the
"BANKRUPTCY CODE") or otherwise, or for any purpose specified in the preceding
sentence.
SECTION 4. NATURE OF GUARANTY: CONTINUING, ABSOLUTE AND
UNCONDITIONAL.
(a) This Guaranty is and is intended to be a continuing guaranty of
payment of the Guaranty Indebtedness, independent of and in addition to any
other guaranty, indorsement, collateral or other agreement held by Agent or
Lenders therefor or with respect thereto, whether or not furnished by any
Guarantor. The obligations of each Guarantor to repay the Guaranty Indebtedness
hereunder shall be unconditional.
(b) Until the Guaranty Indebtedness has been paid in full in cash, no
Guarantor shall have a right, claim or remedy of subrogation, reimbursement,
contribution or any similar rights against Borrower or any other guarantor with
respect to the Guaranty Indebtedness and each Guarantor hereby waives all such
rights including, without limitation, any right to enforce any remedy which
Agent or any Lender now has or may hereafter have against Borrower, any endorser
or any other guarantor of all or any part of the Guaranty Indebtedness, and each
Guarantor hereby waives any benefit of, and any right to participate in, any
security or collateral given to Agent, on behalf of Lenders, to secure payment
of the Guaranty Indebtedness or any part thereof or any other liability of
Borrower to Agent or Lenders. If any amount shall be paid to any Guarantor on
account of any payment made hereunder at any time when the Guaranty Indebtedness
shall not have been paid in full in cash, such amount shall be held in trust for
the benefit of Agent and Lenders and shall forthwith be paid to Agent to be
credited and applied, whether the Guaranty Indebtedness is matured or unmatured,
in accordance with the terms of the Credit Agreement. Each Guarantor authorizes
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Agent, on behalf of itself and Lenders, to take any action or exercise any
remedy with respect to such collateral which Agent, on behalf of itself and
Lenders, in its sole discretion shall determine, without notice to any
Guarantor. Each Guarantor further agrees that any and all claims of such
Guarantor against Borrower, any endorser or any other guarantor of all or any
part of the Guaranty Indebtedness, or against any of their respective
properties, whether arising by reason of any payment by such Guarantor to Agent,
on behalf of itself and Lenders, pursuant to the provisions hereof, or
otherwise, shall be subordinate and subject in right of payment to the prior
payment, in full, of any and all principal and interest, all fees, all
reasonable costs of collection (including reasonable attorneys' fees and time
charges) and any other liabilities or obligations owing to Agent and Lenders by
Borrower which may arise either with respect to or on any note, instrument,
document, item, agreement or other writing heretofore, now or hereafter
delivered to any Lender or Agent. In the event Agent, on behalf of itself and
Lenders, in its sole discretion elects to give notice of any action with respect
to the collateral securing the Guaranty Indebtedness or any part thereof, ten
(10) days' written notice mailed to each Guarantor by ordinary mail at the
address shown hereon shall be deemed reasonable notice of any matters contained
in such notice. Each Guarantor consents and agrees that Agent, on behalf of
itself and Lenders, shall be under no obligation to marshall any assets in favor
of Guarantor or against or in payment of any or all of the Guaranty
Indebtedness.
(c) For the further security of Agent and Lenders and without in any
way diminishing the liability of Guarantor, following the occurrence of an Event
of Default and acceleration of the Guaranty Indebtedness of Borrower, all debts
and liabilities, present or future of Borrower to any Guarantor and all monies
received from Borrower or for its account by any Guarantor in respect thereof
shall be received in trust for Lenders and forthwith upon receipt shall be paid
over to Agent, for the benefit of itself and Lenders, until all of such Guaranty
Indebtedness has been paid in full. The obligations of each Guarantor in the
preceding sentence shall be independent of and severable from this Guaranty and
shall remain in full force and effect whether or not such Guarantor is liable
for any amount under this Guaranty.
(d) This Guaranty and each Guarantor's obligations hereunder are
absolute and unconditional and shall not be changed or affected by any
representation, oral agreement, act or thing whatsoever. This Guaranty is
intended by each Guarantor to be the final, complete and exclusive expression of
the guaranty agreement between such Guarantor and Agent, on behalf of Lenders.
No modification or amendment of any provision of this Guaranty shall be
effective unless in writing and signed by a duly authorized officer of Agent, on
behalf of Lenders.
SECTION 5. CERTAIN RIGHTS AND OBLIGATIONS.
(a) Each Guarantor authorizes Agent and Lenders, without notice,
demand or any reservation of rights against such Guarantor and without impairing
or affecting the validity or enforceability of this Guaranty or such Guarantor's
obligations hereunder, from time to time: (i) to renew, extend, increase,
accelerate or otherwise change the time for payment of, the terms of or the
interest on the Guaranty Indebtedness or any part thereof or grant other
indulgences to Borrower or other Persons; (ii) to accept from any Person and
hold collateral for the payment of the Guaranty Indebtedness or any part
thereof, and to modify, exchange, enforce or refrain from enforcing, or
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release, compromise, settle, waive, subordinate or surrender, with or without
consideration, such collateral or any part thereof; (iii) to accept and hold any
endorsement or guaranty of payment of the Guaranty Indebtedness or any part
thereof, and to discharge, release or substitute any such obligation of any such
endorser or guarantor, or any Person who has given any security interest in any
collateral as security for the payment of the Guaranty Indebtedness or any part
thereof, or any other Person in any way obligated to pay the Guaranty
Indebtedness or any part thereof, and to enforce or refrain from enforcing, or
compromise or modify, the terms of any obligation of any such indorser,
guarantor, or Person; (iv) subject to the notice provision set forth in SECTION
4(B) hereof, to dispose of any and all collateral securing the Guaranty
Indebtedness in any manner as Agent or Lenders, in its or their sole discretion,
may deem appropriate, and to direct the order or manner of such disposition and
the enforcement of any and all endorsements and guaranties relating to the
Guaranty Indebtedness or any part thereof as Agent or Lenders, in its or their
sole discretion, may determine; (v) except as otherwise provided in the Credit
Agreement, to determine the manner, amount and time of application of payments
and credits, if any, to be made on all or any part of any component or
components of the Guaranty Indebtedness (whether principal, interest, fees,
costs, and expenses, or otherwise) including, without limitation, the
application of payments received from any source to the payment of indebtedness
other than the Guaranty Indebtedness even though Agent and Lenders might
lawfully have elected to apply such payments to the Guaranty Indebtedness or to
amounts which are not covered by this Guaranty; and (vi) to take advantage or
refrain from taking advantage of any security or accept or make or refrain from
accepting or making any compositions or arrangements when and in such manner as
Agent or Lenders, in its or their sole discretion, may deem appropriate and
generally do or refrain from doing any act or thing which might otherwise, at
law or in equity, release the liability of such Guarantor as a guarantor or
surety in whole or in part, and in no case shall Agent or Lenders be responsible
or shall such Guarantor be released either in whole or in part for any act or
omission in connection with Agent or Lenders having sold any collateral at less
than fair market value.
(b) If any default shall be made in the payment of any of the
Guaranty Indebtedness and any grace period has expired with respect thereto,
each Guarantor hereby agrees to pay the same in full to the extent hereinafter
provided: (i) without deduction by reason of any setoff, defense (other than
payment) or counterclaim of Borrower; (ii) without requiring presentment,
protest or notice of nonpayment or notice of default to such Guarantor, to
Borrower or to any other Person; (iii) without demand for payment or proof of
such demand or filing of claims with a court in the event of receivership,
bankruptcy or reorganization of Borrower; (iv) without requiring Agent or
Lenders to resort first to Borrower (this being a guaranty of payment and not of
collection) or to any other guarantor or any other Person obligated with respect
to the Guaranty Indebtedness or any collateral which Lenders may hold; (v)
without requiring notice of acceptance hereof or assent hereto by Agent or
Lenders; and (vi) without requiring notice that any of the Guaranty Indebtedness
has been incurred, extended or continued or of the reliance by Agent or Lenders
upon this Guaranty; all of which such Guarantor hereby waives.
(c) This Guaranty and each Guarantor's obligation hereunder shall at
all times be valid and enforceable and shall not be impaired or affected by any
other agreements or circumstances of any nature whatsoever which otherwise
constitute a defense to this Guaranty, including, without
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limitation, any of the following, all of which each Guarantor hereby waives to
the extent permitted by law: (i) any failure or omission to perfect or continue
the perfection of any security interest in or other lien on, or preserve rights
to, any collateral securing payment of any of the Guaranty Indebtedness or such
Guarantor's obligation hereunder; (ii) the invalidity, unenforceability,
propriety of manner of enforcement of, or loss or change in priority of any such
security interest or other lien or guaranty of the Guaranty Indebtedness; (iii)
any failure or omission to protect, preserve or insure any such collateral; (iv)
failure of such Guarantor to receive notice of any intended disposition of such
collateral; (v) any defense arising by reason of the cessation from any cause
whatsoever of liability of Borrower including, without limitation, any failure,
negligence or omission by Agent or Lenders in enforcing their claims against
Borrower; (vi) any waiver of any right, remedy or power or of any default with
respect to the Guaranty Indebtedness or any part thereof or any release,
settlement or compromise of any obligation of Borrower; (vii) the invalidity or
unenforceability of any of the Guaranty Indebtedness or the invalidity or
unenforceability of any agreement relating thereto or with respect to any
collateral securing the Guaranty Indebtedness or any part thereof; (viii) any
change of ownership of Borrower or the insolvency, bankruptcy or any other
change in the legal status of Borrower; (ix) any change in, or the imposition
of, any law, decree, regulation or other governmental act which does or might
impair, delay or in any way affect the validity, enforceability or the payment
when due of the Guaranty Indebtedness; (x) the existence of any claim, setoff or
other right which such Guarantor may have at any time against Agent, any Lender,
Borrower or any other guarantor in connection herewith or any unrelated
transaction; (xi) the failure of Borrower or such Guarantor to maintain in full
force, validity or effect or to obtain or renew when required all governmental
and other approvals, licenses or consents required in connection with the
Guaranty Indebtedness or this Guaranty, or to take any other action required in
connection with the performance of all obligations pursuant to the Guaranty
Indebtedness or this Guaranty; (xii) Agent's election, on behalf of Lenders, in
any case instituted under chapter 11 of the Bankruptcy Code, of the application
of section 1111(b)(2) of the Bankruptcy Code; (xiii) any borrowing, use of cash
collateral, or grant of a security interest by Borrower, as debtor in
possession, under section 363 or 364 of the Bankruptcy Code; (xiv) the
disallowance of all or any portion of Agent's or any of Lenders' claims for
repayment of the Guaranty Indebtedness under section 502 or 506 of the
Bankruptcy Code; or (xv) any other fact or circumstance which might otherwise
constitute grounds at law or in equity for the discharge or release of such
Guarantor from its obligations hereunder, all whether or not such Guarantor
shall have had notice or knowledge of any act or omission referred to in the
foregoing clauses (i) through (xiv) of this SUBSECTION 5(c). It is agreed that
each Guarantor's liability hereunder is independent of any other guaranties or
other obligations at any time in effect with respect to the Guaranty
Indebtedness or any part thereof and that each Guarantor's liability hereunder
may be enforced regardless of the existence, validity, enforcement or
non-enforcement of any such other guaranties or other obligations or any
provision of any applicable law or regulation purporting to prohibit payment by
Borrower of the Guaranty Indebtedness in the manner agreed upon between Agent
and Lenders and Borrower.
(d) Credit may be granted or continued from time to time by Agent and
Lenders to Borrower without notice to or authorization from any Guarantor
regardless of Borrower's financial or other condition at the time of any such
grant or continuation. Neither Agent nor any Lender shall
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have an obligation to disclose or discuss with any Guarantor its assessment of
the financial condition of Borrower.
SECTION 6. REPRESENTATIONS AND WARRANTIES.
Each Guarantor represents and warrants that:
(a) EXISTENCE. Such Guarantor (i) is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has been duly qualified to conduct business and is in good
standing in each other jurisdiction where its ownership or lease of property or
the conduct of its business requires such qualification except for such failures
which could not reasonably be expected to have a material adverse effect; (ii)
has the requisite authority and the legal right to own, pledge, mortgage or
otherwise encumber and operate its properties, to lease the property it operates
under lease and to conduct its business as now, heretofore and proposed to be
conducted; (iii) has all licenses, permits, consents or approvals from or by,
and has made all filings with, and has given all notices to, all governmental
authorities having jurisdiction, to the extent required for such ownership,
operation and conduct except for such failures which could not reasonably be
expected to have a material adverse effect; (iv) is in compliance with its
organizational documents; and (v) is in compliance with all applicable
provisions of law except where such non-compliance could not reasonably be
expected to have a material adverse effect.
(b) AUTHORITY. Such Guarantor has full power, authority and legal
right to enter into this Guaranty and the Related Documents to which it is a
party. The execution, delivery and performance by such Guarantor of this
Guaranty and such Related Documents: (i) have been duly authorized by all
necessary corporate action on the part of such Guarantor; (ii) are not in
contravention of the terms of such Guarantor's articles of incorporation, bylaws
or of any indenture, agreement or undertaking to which such Guarantor is a party
or by which it or any of its property is bound; (iii) do not and will not
require any governmental consent, registration or approval or the consent of any
other Person that has not been obtained; (iv) do not and will not contravene any
contractual or governmental restriction to which such Guarantor or any of its
property may be subject; and (v) do not and will not, except as contemplated
herein, result in the imposition of any Lien upon any property of such Guarantor
under any existing indenture, mortgage, deed of trust, loan or credit agreement
or other material agreement or instrument to which it is a party or by which it
or any of its property may be bound or affected.
(c) BINDING EFFECT. This Guaranty and all of the Related Documents
to which such Guarantor is a party have been duly executed and delivered by such
Guarantor, are the legal, valid and binding obligations of such Guarantor and
are enforceable against such Guarantor in accordance with their terms except as
enforceability may be limited by bankruptcy, insolvency, or similar laws
affecting the rights of creditors generally or by application of general
principles of equity.
(d) SOLVENCY. Such Guarantor is solvent and will continue to be
solvent following the consummation of the transactions contemplated by this
Guaranty and the Related Documents.
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(e) TAX OBLIGATIONS. Such Guarantor has filed complete and correct
federal, state and local tax reports and returns required to be filed, prepared
in accordance with applicable laws or regulations, and, except for extensions
duly obtained, have either duly paid all taxes, duties and charges owed, or
made adequate provisions for the payment thereof. There are no material
unresolved questions or claims concerning any tax liability of such Guarantor or
any Subsidiary of such Guarantor.
(f) LITIGATION AND PROCEEDINGS. Except as set forth on SCHEDULE 6(f)
hereto or Schedule 10.4 to the Credit Agreement, no action, claim or proceeding
is now pending or, to the best knowledge of such Guarantor, threatened against
or affecting such Guarantor or Borrower, before any governmental authority, or
before any arbitrator or panel of arbitrators. None of the actions, claims or
proceedings set forth on SCHEDULE 6(f) or Schedule 10.4 to the Credit Agreement
(i) challenges such Guarantor's or Borrower's right or power to enter into or
perform any of its obligations under the Related Documents, or the validity or
enforceability of any Related Document or any action taken thereunder or (ii) if
adversely determined, could reasonably be expected to have a material adverse
effect.
(g) COMPLIANCE WITH LAWS AND REGULATIONS. The execution and delivery
by such Guarantor of this Guaranty and all of the Related Documents to which it
is a party and the performance of such Guarantor's obligations hereunder and
thereunder are not in contravention of any order applicable to such Guarantor
or, to such Guarantor's best knowledge, any laws, regulations or ordinances
applicable to such Guarantor which could reasonably be expected to have a
material adverse effect on such Guarantor. Such Guarantor is in compliance in
all material respects with all applicable laws, orders, regulations and
ordinances of all federal, foreign, state and local governmental authorities
relating to the business operations and the property of such Guarantor or
Borrower.
(h) FULL DISCLOSURE. This Guaranty and the representations and
warranties of such Guarantor in any Related Document delivered or to be
delivered by such Guarantor, do not and will not contain any untrue statement of
a material fact or omit a material fact known to such Guarantor necessary to
make the statements contained therein or herein, in light of the circumstances
under which they were made, not misleading. To Guarantor's knowledge, there is
no material fact which such Guarantor has not disclosed to Agent in writing
which has had or could reasonably be expected to have a Material Adverse Effect.
(i) SUBSIDIARIES. SCHEDULE 6(i) hereto contains an accurate list of
all of the existing Subsidiaries of such Guarantor as of the date of this
Guaranty, setting forth their respective jurisdictions of incorporation or
organization and the percentage of their capital stock or partnership interests
owned by such Guarantor or other of its Subsidiaries.
(j) NEGATIVE PLEDGE. Such Guarantor is not a party to or bound by
any indenture, contract, instrument or other agreement which prohibits the
creation, incurrence or sufferance to exist of any Lien upon its property,
except the Related Documents and non-assignment provisions
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of any contract or lease which provisions could not reasonably be expected to
have a Material Adverse Effect on such Guarantor.
(k) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties contained in this Guaranty or any of the Related Documents to
which such Guarantor is a party shall survive the execution and delivery of this
Guaranty and the termination hereof.
SECTION 7. COVENANTS
Each Guarantor covenants and agrees that until the Guaranty
Indebtedness is paid in full in cash (other than unmatured contingent
Liabilities for which no claim has been asserted) and the commitments are
terminated:
(a) Such Guarantor shall: (i) do or cause to be done all things
necessary to preserve and keep in full force and effect its existence as a
corporation and its rights and franchises and (ii) continue to conduct its
business as permitted hereunder or under the Credit Agreement;
(b) Such Guarantor shall comply in all material respects with all
federal, state, local and foreign laws and regulations applicable to it,
including, without limitation, those relating to licensing, ERISA, Environmental
Laws and labor matters.
(c) Such Guarantor shall not (i) engage in any business activity
other than the businesses described in Schedule 11.18 to the Credit Agreement,
and the related activities incidental thereto; (ii) except as permitted by the
Credit Agreement, directly or indirectly incur or assume or suffer to exist any
Indebtedness or other obligations, investments or guaranty (other than this
Guaranty); (iii) create or permit to exist any Lien on its assets; (iv) merge or
consolidate with, acquire any assets or capital stock of, or otherwise combine
with any Person; (v) make any change in its capital structure; (vi) amend its
articles of incorporation or bylaws other than any amendment that is not, in the
reasonable judgment of Agent, adverse in any material respect to the value of
the interests or rights of Agent or Lenders thereunder or the rights or
interests of Agent or Lenders; (vii) except as otherwise permitted by the Credit
Agreement with respect to Borrower, sell, transfer, convey, assign or otherwise
dispose of any of its property; (viii) execute any agreements or contracts that
would be prohibited by the Credit Agreement or the Related Documents; or (ix)
change its fiscal year. Notwithstanding the foregoing sentence, each Guarantor
may engage in any activity incidental to the maintenance of the existence of
such Guarantor.
(d) Such Guarantor shall not enter into any indenture, agreement,
instrument or other arrangement which, (i) directly or indirectly, prohibits or
restrains, or has the effect of prohibiting or restraining, or imposes
materially adverse conditions upon, the incurrence of the obligations of such
Guarantor hereunder, or (ii) contains any provisions which would be violated or
breached by the performance by such Guarantor of its obligations hereunder.
(e) Such Guarantor shall cause Borrower to comply with all covenants
set forth in the Credit Agreement.
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SECTION 8. TERMINATION.
This Guaranty shall remain in full force and effect until all of the
Guaranty Indebtedness shall be finally and irrevocably paid in full in cash and
the commitments under the Credit Agreement shall have been terminated. Payment
of all of the Guaranty Indebtedness from time to time shall not operate as a
discontinuance of this Guaranty. Each Guarantor further agrees that, to the
extent that Borrower makes a payment or payments to Agent or any Lender on the
Guaranty Indebtedness, or Agent or Lenders receive any proceeds of collateral
securing the Guaranty Indebtedness, which payment or receipt of proceeds or any
part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be returned or repaid to Borrower, its
estate, trustee, receiver, debtor in possession or any other Person, including,
without limitation, any guarantor, under any insolvency or bankruptcy law,
state, federal or foreign law, common law or equitable cause, then to the extent
of such payment, return or repayment, the Guaranty Indebtedness or part thereof
which has been paid, reduced or satisfied by such amount shall be reinstated and
continued in full force and effect as of the date when such initial payment,
reduction or satisfaction occurred, and this Guaranty shall continue in full
force notwithstanding any contrary action which may have been taken by Agent or
Lenders in reliance upon such payment, and any such contrary action so taken
shall be without prejudice to Agent's or Lenders' rights under this Guaranty and
shall be deemed to have been conditioned upon such payment having become final
and irrevocable.
SECTION 9. GUARANTY OF PERFORMANCE.
Each Guarantor also guarantees the full, prompt and unconditional
performance of all obligations and agreements of every kind owed or hereafter to
be owed by Guarantor or Borrower to Agent or Lenders under or in connection with
the Related Documents. Every provision for the benefit of Agent or Lenders
contained in this Guaranty shall apply to the guaranty of performance given in
this SECTION 9.
SECTION 10. TAXES.
Subject to the provisions of the Credit Agreement, all payments
hereunder shall be made without any counterclaim or setoff, free and clear of,
and without reduction by reason of, any taxes (except income taxes of Agent and
Lenders), levies, imposts, charges and withholdings, restrictions or conditions
of any nature ("TAXES"), which are now or may hereafter be imposed, levied or
assessed by any country, political subdivision or taxing authority, all of which
will be for the account of and paid by each Guarantor. If for any reason, any
such reduction is made or any Taxes are paid by Agent or any Lender, each
Guarantor will pay to Agent, for its benefit and the benefit of Lenders, such
additional amounts as may be necessary to ensure that Agent and Lenders receive
the same net amount which they would have received had no reduction been made or
Taxes paid.
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SECTION 11. MISCELLANEOUS.
(a) In addition to and without limiting any other right, power or
remedy of Agent or any Lender, at any time after the occurrence and during the
continuance of an Event of Default, Lenders at their sole election without
notice to any Guarantor may appropriate and setoff against the Guaranty
Indebtedness: (i) any and all indebtedness or other monies due or to become due
to any Guarantor by Agent or Lenders in any capacity; and (ii) any monies,
credits or other property belonging to any Guarantor (including all account
balances, whether provisional or final and whether or not collected or
available) at any time held by or coming into the possession of Agent or any of
Lenders, or any affiliate of Agent or any of Lenders, whether for deposit or
otherwise, whether or not the Guaranty Indebtedness or the obligation to pay
such monies owed by Agent or Lenders is then due, and Agent, on its behalf and
on behalf of Lenders, is hereby granted a security interest in and Lien upon
such monies, credits and other property. Agent or Lenders shall be deemed to
have exercised such right of setoff immediately at the time of such election
even though any charge therefor is made or entered on Agent's or Lenders'
records subsequent thereto.
(b) In the event that acceleration of the time for payment of any of
the Guaranty Indebtedness is stayed, upon the insolvency, bankruptcy or
reorganization of Borrower, or otherwise, all such amounts shall nonetheless be
payable by each Guarantor forthwith upon demand by Agent, on its behalf and on
behalf of Lenders.
(c) No delay on the part of Agent or any Lender in the exercise of
any right, power or remedy shall operate as a waiver thereof, and no single or
partial exercise by Agent or any Lender of any right, power or remedy shall
preclude any further exercise thereof; nor shall any amendment, supplement,
modification or waiver of any of the terms or provisions of this Guaranty be
binding upon Agent or Lenders, except as expressly set forth in a writing duly
signed and delivered by Agent. The failure by Agent or any Lender at any time
or times hereafter to require strict performance by Borrower or any Guarantor of
any of the provisions, warranties, terms and conditions contained in any Related
Document or promissory note, security agreement, agreement, indenture, guaranty,
instrument or document now or at any time or times hereafter executed by
Borrower or any Guarantor and delivered to Agent or any Lender shall not waive,
affect or diminish any right of Agent or any Lender at any time or times
hereafter to demand strict performance thereof, and such right shall not be
deemed to have been waived by any act or knowledge of Agent or any Lender, their
agents, officers or employees, unless such waiver is contained in an instrument
in writing duly signed and delivered by Agent and/or Lenders, as the case may
be. No waiver by Agent or Lenders of any default shall operate as a waiver of
any other default hereunder or the same default on a future occasion, and no
action by Agent or Lenders permitted hereunder shall in any way affect or impair
Agent's or any Lender's rights, powers or remedies or the obligations of any
Guarantor under this Guaranty. Any determination by a court of competent
jurisdiction of the amount of any Guaranty Indebtedness owing by Borrower to
Lenders shall be conclusive and binding on each Guarantor irrespective of
whether Borrower was a party to the suit or action in which such determination
was made. The rights and remedies of Agent and Lenders hereunder are cumulative
and may be exercised singly or concurrently, and are not exclusive of any rights
or remedies provided by law.
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(d) This Guaranty shall bind Guarantor and the successors and assigns
of such Guarantor and shall inure to the benefit of Agent and Lenders and their
successors and assigns. All references herein to any Lender shall for all
purposes also include all participants. All references herein to Borrower shall
be deemed to include its successors and assigns including, without limitation, a
receiver, trustee or debtor in possession of or for Borrower.
(e) Section headings in this Guaranty are included herein for
convenience of reference only and shall not constitute a part of this Guaranty
for any other purpose or be given any substantive effect.
(f) Whenever possible, each provision of this Guaranty shall be
interpreted in such manner as to be effective and valid under applicable law.
Any provision of this Guaranty which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remainder of such
provision or the remaining provisions of this Guaranty, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
(g) It is understood that while the amount of the Guaranty
Indebtedness is not limited, if, in any action or proceeding involving any state
or federal bankruptcy, insolvency or other law affecting the rights of creditors
generally, this Guaranty would be held or determined to be void, invalid or
unenforceable on account of the amount of the aggregate liability under this
Guaranty, then, notwithstanding any other provision of this Guaranty to the
contrary, the aggregate amount of such liability shall, without any further
action of any Guarantor, Lenders, Agent or any other Person, be automatically
limited and reduced to the highest amount which is valid and enforceable as
determined in such action or proceeding.
(h) This Guaranty sets forth the entire understanding and agreement
of each Guarantor and Agent with respect to the subject matter hereof and
supersedes all other understandings, oral or written, with respect to the
subject matter hereof.
(i) Each Guarantor agrees to pay all costs, fees and expenses
(including reasonable attorneys' fees) incurred by Agent or Lenders after a
default by such Guarantor under this Guaranty.
(j) EACH GUARANTOR AND AGENT HEREBY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK,
STATE OF ILLINOIS, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS
RELATING TO THIS GUARANTY OR THE RELATED DOCUMENTS TO WHICH ANY GUARANTOR IS A
PARTY SHALL BE LITIGATED IN SUCH COURTS, AND EACH GUARANTOR AND AGENT EACH
WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON
CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT AND EACH WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS
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UPON IT, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY MAIL OR
MESSENGER DIRECTED TO IT AT THE ADDRESS SET FORTH IN SECTION 12 HEREOF AND
AGREES THAT SUCH SERVICE SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING CONTAINED
IN THIS SECTION 11 SHALL AFFECT THE RIGHT OF AGENT TO SERVE LEGAL PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF AGENT TO BRING ANY ACTION
OR PROCEEDING AGAINST ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION TO
THE EXTENT NECESSARY TO ENFORCE ITS LIENS AGAINST ASSETS LOCATED IN SUCH
JURISDICTION.
(k) THIS GUARANTY SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED UNDER
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS,
WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF.
SECTION 12. NOTICES.
Except as otherwise expressly provided herein, any notice required or
desired to be served, given or delivered hereunder shall be in writing, and
shall be deemed to have been validly served, given or delivered (a) if
delivered in person, when delivered, (b) if delivered by telecopy or similar
electronic medium, on the date of confirmed transmission, (c) if delivered by
overnight courier, one (1) Business Day after delivery to such courier properly
addressed or (d) if by U.S. Mail, five (5) days after deposit in the United
States mails (by certified mail, return receipt requested), with proper postage
prepaid, to the following addresses:
Notices shall be addressed as follows:
(a) If to a Guarantor:
c/o Platinum Entertainment, Inc.
2001 Butterfield Road
Suite 1400
Downers Grove, Illinois 60515
Attn: Douglas C. Laux
Telephone No.: (630) 769-0033
Telecopy No.: (630) 769-0049
-12-
<PAGE>
With a copy to:
Katten, Muchin & Zavis
525 West Monroe
Suite 1600
Chicago, Illinois 60661
Attn: Matthew S. Brown
Telephone No.: (312) 902-5207
Telecopy No.: (312) 902-1061
(b) If to Agent:
First Source Financial LLP
2850 West Golf Road
Fifth Floor
Rolling Meadows, Illinois 60008
Attention: Contract Administration
Telecopy: (847) 734-7910, 7911
or in any case, to such other address as the party addressed shall have
previously designated by written notice to the serving party, given in
accordance with this SECTION 12. A notice not given as provided above shall, if
it is in writing, be deemed given if and when actually received by the party to
whom given.
SECTION 13. WAIVERS.
(a) EACH GUARANTOR WAIVES THE BENEFIT OF ALL VALUATION, APPRAISAL AND
EXEMPTION LAWS.
(b) IN THE EVENT OF A DEFAULT UNDER THE CREDIT AGREEMENT, EACH
GUARANTOR HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO
THE EXERCISE BY AGENT OR LENDERS OF THEIR RIGHTS TO REPOSSESS ANY COLLATERAL
WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON ANY COLLATERAL
WITHOUT PRIOR NOTICE OR HEARING. EACH GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN
ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS
GUARANTY.
(c) EACH GUARANTOR AND AGENT ACKNOWLEDGE THAT THE TIME AND EXPENSE
REQUIRED FOR TRIAL BY JURY EXCEED THE TIME AND EXPENSE REQUIRED FOR A BENCH
TRIAL AND HEREBY WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY, ANY
OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND WAIVE ANY BOND OR
SURETY OR
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<PAGE>
SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF AGENT
OR LENDERS.
(d) TO THE EXTENT PERMITTED BY LAW, EACH GUARANTOR ABSOLUTELY,
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY RIGHT TO ASSERT ANY DEFENSE, SETOFF,
NONCOMPULSORY COUNTERCLAIM OR CROSSCLAIM OF ANY NATURE WHATSOEVER WITH RESPECT
TO THIS GUARANTY OR THE OBLIGATIONS OF SUCH GUARANTOR HEREUNDER OR THE
OBLIGATIONS OF ANY OTHER PERSON OR PARTY (INCLUDING BORROWER) RELATING TO THIS
GUARANTY, THE GUARANTY INDEBTEDNESS OR THE OBLIGATIONS OF SUCH GUARANTOR IN ANY
ACTION OR PROCEEDING BROUGHT BY AGENT OR LENDERS TO COLLECT THE GUARANTY
INDEBTEDNESS OR TO ENFORCE THE OBLIGATIONS OF SUCH GUARANTOR HEREUNDER.
[signature page follows]
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<PAGE>
IN WITNESS WHEREOF, this Guaranty has been executed as of the date and
year first written above.
LEXICON MUSIC, INC.
By: /s/ Douglas C. Laux
---------------------------------
Name: Douglas C. Laux
-------------------------------
Title: Secretary
------------------------------
PEG PUBLISHING, INC.
By: /s/ Douglas C. Laux
---------------------------------
Name: Douglas C. Laux
-------------------------------
Title: Secretary
------------------------------
ROYCE PUBLISHING, INC.
By: /s/ Douglas C. Laux
---------------------------------
Name: Douglas C. Laux
-------------------------------
Title: Secretary
------------------------------
JUST MIKE MUSIC, INC.
By: /s/ Douglas C. Laux
---------------------------------
Name: Douglas C. Laux
-------------------------------
Title: Secretary
------------------------------
[S-1]
<PAGE>
SCHEDULE 6(F)
LITIGATION AND PROCEEDINGS
CRT CUSTOM PRODUCTS, INC. -V- R.E.X. MUSIC, INC. AND PLATINUM ENTERTAINMENT,
INC. (Chancery Court, Williamson County, Tennessee, Case No. 24035).
The claims made by the plaintiff seek recovery from Platinum Entertainment,
Inc. (the "Platinum") of an indebtedness incurred by Co-Defendant, R.E.X.
Music, Inc., on the grounds that Platinum caused R.E.X. to fail as a
business for the purpose of acquiring its assets at foreclosure. Plaintiff
seeks damages of approximately $325,000, plus punitive damages. Discovery
has been ongoing. R.E.X. filed an Answer and a Cross-Complaint against the
Platinum asserting essentially the same claims. Platinum has filed a
Counter-Claim against CRT seeking recovery of certain artwork and film
materials, together with damages for the loss of such materials. Platinum
believes the claims of CRT and R.E.X. are without merit and that the matter
will be successfully resolved without exposure. If Platinum should lose,
however, the upper limit on reasonable losses could be approximately
$325,000. Platinum is being defended in this action by Grant Glassford.
CHRISTINE OPPEDISANO V. PLATINUM ENTERTAINMENT, INC. (Circuit Court for Davidson
County, Tennessee, No. 97C-2398).
Plaintiff seeks damages for alleged breach of an employment agreement. The
lawsuit was filed July 29, 1997. There has been no discovery. Platinum
intends to contest the lawsuit. The upper limit of possible loss is
approximately $20,000. Platinum is being defended in this action by the
law firm of Stokes & Bartholomew, Nashville, Tennessee.
JCSHO, INC. V. PLATINUM ENTERTAINMENT, INC., 97-2479 MJD/AJB and PLATINUM
ENTERTAINMENT, INC. V. JCSHO, INC., 98 C 2035
On November 1, 1997, JCSHO, Inc., formerly known as Intersound, Inc., filed
a Complaint against Platinum in the United States District Court for the
District of Minnesota, Fourth Division, seeking damages in excess of
$5,000,000 for breach of contract on the grounds that Platinum allegedly
failed to make interest payments in the amount Intersound claims are owed
to it under promissory notes executed by Platinum. The promissory notes at
issue were executed in conjunction with the purchase of Intersound's assets
through Platinum's then wholly-owned subsidiary, River North Records, Inc.
("River North"). JCSHO subsequently amended its Complaint to delete its
breach of contract claim and substitute a claim for declaratory judgment
that Platinum is in default of both its obligations under the promissory
notes and a waiver agreement pertaining to the promissory notes under which
Platinum purportedly agreed to pay JCSHO the default interest rate for the
remainder of the terms of the promissory notes. Platinum will vigorously
defend the lawsuit filed by JCSHO and prosecute its action against JCSHO.
If adversely determined, this matter would have a Material Adverse Effect.
Platinum is represented in these actions by the law firm of Katten, Muchin
& Zavis, Chicago, Illinois.
<PAGE>
DONALD R. JOHNSON V. INTERSOUND, INC. (DELAWARE), A DELAWARE CORPORATION, F/K/A
RIVER NORTH STUDIOS, INC., Superior Court of Fulton County, Georgia, Civil
Action File No. E-64885
Plaintiff has alleged a breach of contract action against Platinum's former
wholly-owned subsidiary, Intersound, Inc. Plaintiff alleges that
Intersound improperly terminated his employment and, thereby, breached his
employment agreement between himself and Intersound, Inc. Plaintiff claims
damages in excess of $800,000. Intersound denies Plaintiff's claims and
believes that it has meritorious defenses to this action. Platinum is
being defended in this action by the law firm of Paul, Hastings, Janofsky
& Walker LLP, Atlanta, Georgia.
ARMEN BOLADIAN V. GEORGE CLINTON, DEFENDANT, INTERSOUND, INC., GARNISHEE, State
Court of Fulton County, Georgia, No. 97VX33089E
Platinum is a defendant in this action controverting Platinum's response as
garnishee. Platinum believes its exposure to be limited. Platinum is
being defended in this action by the law firm of Paul, Hastings, Janofsky &
Walker LLP, Atlanta, Georgia.
On July 29, 1997, Platinum received correspondence from legal counsel for one of
its recording artists, William Becton, which advised Platinum that he
intends to pursue an audit of Platinum pursuant to the applicable recording
agreement. No audit has currently been scheduled, but Platinum has
expressed its willingness to allow the audit to take place.
The Harry Fox Agency, Inc. is currently conducting a periodic audit of Platinum
in connection with the mechanical reproduction of copyrights controlled by
its principals for the period of inception of Platinum to December 31,
1997.
<PAGE>
SCHEDULE 6(i)
SUBSIDIARIES
<TABLE>
<CAPTION>
DEBTOR JURISDICTION OF PERCENTAGE OWNED BY COMMON STOCK PAR VALUE PER SHARE COMMON STOCK ISSUED
INCORP. BORROWER AUTHORIZED
<S> <C> <C> <C> <C> <C>
Lexicon Music, Inc. Delaware 100% 3,000 shares $0.01 3,000 shares
Royce Publishing, Delaware 100% 3,000 shares $0.01 3,000 shares
Inc.
JustMike Music, Inc. Delaware 100% 3,000 shares $0.01 3,000 shares
PEG Publishing, Inc. Delaware 100% 3,000 shares $0.01 3,000 shares
</TABLE>
<PAGE>
EXECUTION COPY
PLEDGE AGREEMENT
This PLEDGE AGREEMENT ("PLEDGE AGREEMENT") is made as of this 31st day
of July, 1998 between PLATINUM ENTERTAINMENT, INC., a Delaware corporation
("PLEDGOR"), and FIRST SOURCE FINANCIAL LLP, as agent, for its benefit and the
benefit of the Lenders (in such capacity, "AGENT").
WHEREAS, Pledgor is the legal and beneficial owner of 100% of the
issued and outstanding capital Stock described on EXHIBIT 1 hereto issued by the
corporations named therein;
WHEREAS, Pledgor, Agent and the Persons from time to time designated
as lenders thereunder ("LENDERS") have entered into that certain Secured Credit
Agreement dated as of the date hereof (as amended, supplemented, restated or
otherwise modified from time to time, the "CREDIT AGREEMENT") providing for the
extension of loans and other financial accommodations from Lenders to Pledgor;
WHEREAS, in connection with the making of the loans and other
extensions of credit under the Credit Agreement and as security for the
obligations of Pledgor under the Credit Agreement, Lenders and Agent are
requiring that Pledgor shall have executed and delivered this Pledge Agreement
and granted the security interests contemplated hereby; and
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgor hereby agrees with Agent as follows:
1. DEFINED TERMS. As used in this Pledge Agreement,
"PLEDGED COLLATERAL" means the Pledged Stock and the Stock Rights,
including the proceeds of each.
"PLEDGED STOCK" means the respective shares of capital stock described
on EXHIBIT 1 hereto, together with the certificates or other instruments or
securities representing such shares.
"SECURED OBLIGATIONS" shall have the meaning assigned to such term in
SECTION 2 hereof.
"STOCK RIGHTS" means any stock (including, without limitation,
securities entered on the books of any financial intermediaries), any dividend
or other distribution and any other right or property which Pledgor shall
receive or shall become entitled to receive for any reason whatsoever with
respect to, in substitution for or in exchange for any shares of the Pledged
Stock and any stock,
<PAGE>
any right to receive stock and any right to receive earnings, in which Pledgor
now has or hereafter acquires any right, issued by the issuer of the Pledged
Stock.
The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. In addition, unless otherwise
defined herein, all defined terms herein shall have the respective meanings
ascribed thereto in the Credit Agreement as in effect on the date hereof.
2. PLEDGE. To secure all indebtedness, liabilities and obligations
of Pledgor now or hereafter existing under this Pledge Agreement and under the
Credit Agreement (collectively, the "SECURED OBLIGATIONS") Pledgor hereby
delivers to Agent and hereby pledges, assigns, transfers and grants to Agent a
first Lien on the Pledged Collateral. All of the Pledged Stock, together with
undated stock powers duly executed in blank by Pledgor, are being delivered to
Agent simultaneously herewith.
3. REPRESENTATIONS AND WARRANTIES OF PLEDGOR. Pledgor represents
and warrants to Agent that:
3.1 EXISTENCE AND STANDING. Pledgor is duly existing and in good
standing under the laws of jurisdiction of its formation and is duly qualified
and in good standing in each jurisdiction where, because of the nature of its
activities or properties, such qualification is required or where the failure to
so qualify could have a Material Adverse Effect.
3.2 AUTHORIZATION, VALIDITY AND ENFORCEABILITY. Pledgor has full
power, authority and legal right to execute this Pledge Agreement and to pledge
the Pledged Collateral to Agent. The execution and delivery by Pledgor of this
Pledge Agreement have been duly authorized by all necessary corporate action and
this Pledge Agreement constitutes a legal, valid and binding obligation of
Pledgor enforceable against Pledgor in accordance with its terms, creates a
security interest which is enforceable against Pledgor in the Pledged Collateral
and will create a security interest enforceable against Pledgor in the Stock
Rights and the proceeds of the Pledged Stock and the Stock Rights at the time
Pledgor acquires any right therein, in each such case subject to bankruptcy,
insolvency, liquidation, reorganization and other laws of general application
affecting the rights and remedies of creditors.
3.3 CONFLICTING LAWS AND CONTRACTS. Neither the execution and
delivery by Pledgor of this Pledge Agreement, nor the creation and perfection of
the Lien on the Pledged Collateral granted hereunder, nor compliance with the
terms and provisions hereof violates or will violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on Pledgor or
Pledgor's Certificate of Incorporation or By-laws or the provisions of any
material indenture, instrument or agreement to which Pledgor is a party or is
subject, or by which it, or its property, is bound, or conflict with or
constitute a default thereunder, or result in the creation or imposition of any
Lien pursuant to the terms of any such indenture, instrument or agreement.
-2-
<PAGE>
3.4 OWNERSHIP OF PLEDGED STOCK. Pledgor is the direct legal and
beneficial owner of the Pledged Stock, and such Pledged Stock represents 100% of
the issued and outstanding stock of its issuer.
3.5 OTHER AGREEMENTS. Pledgor has not performed any act or executed
any instrument, agreement or other document that might prevent or hinder Agent
from obtaining and enjoying fully and completely all of the benefits, rights and
powers conferred, or sought to be conferred, upon Agent by this Pledge
Agreement.
3.6 ISSUANCE OF PLEDGED STOCK. Each share of the Pledged Stock has
been duly and validly issued, is fully paid and non-assessable and is owned by
Pledgor free and clear of any Lien other than the Lien created by this Pledge
Agreement.
3.7 CONSENTS. No consent, approval or authorization of, notice to,
designation or filing with, or other action by, any Person is required in
connection with the execution, delivery and performance of the pledge and Lien
granted under this Pledge Agreement by Pledgor, or in connection with the
exercise of remedies with respect to the Pledged Collateral pursuant to this
Pledge Agreement.
3.8 PRIORITY. The pledge, assignment and delivery of the Pledged
Collateral pursuant to this Pledge Agreement creates a valid first perfected
Lien on Pledgor's interest in such Pledged Collateral and the proceeds thereof
in favor of Agent, subject to no prior Lien of any other Person.
4. COVENANTS. From the date of this Pledge Agreement until the
Pledge Agreement is terminated pursuant to SECTION 7.13:
4.1 Pledgor shall:
4.1.1 DELIVERY OF CERTAIN ITEMS. Except as otherwise permitted
by the Credit Agreement, hold in trust for Agent and deliver forthwith (and
without any necessity for any request or demand by Agent) to Agent, in the
exact form received, with the endorsement of Pledgor when necessary and/or
appropriate instruments of transfer, assignment or endorsement as
applicable, duly executed in blank, any additional stock certificates,
cash, checks, draft, remittances, documents, promissory notes, instruments,
debt securities or other proceeds evidencing or constituting Pledged
Collateral, whether as an addition to, in substitution for, or in exchange
for any of the Pledged Collateral, or otherwise. In case any property
shall be distributed upon or with respect to any Pledged Collateral
pursuant to the recapitalization or reclassification of the capital of the
issuer thereof or pursuant to the reorganization thereof, except as
otherwise permitted by the Credit Agreement, the property so distributed
shall be delivered to Agent to be held by it as additional collateral
security for the Secured Obligations. Except as otherwise permitted by the
Credit Agreement, all sums of money and property so paid or distributed in
respect of any Pledged Collateral which are
-3-
<PAGE>
received by Pledgor shall, until paid or delivered to Agent in accordance
with the terms hereof, be held by Pledgor in trust as additional collateral
security for the Secured Obligations.
4.1.2 TAXES. Pay when due all taxes, assessments and
governmental charges and levies upon the Pledged Collateral, except those
being contested in good faith by appropriate proceedings and with respect
to which no Lien exists.
4.1.3 NOTICE OF DEFAULT. In accordance with the provisions of
Section 11.1(h) of the Credit Agreement, give prompt notice in writing to
Agent of the occurrence of any Unmatured Event of Default or Event of
Default and of any other development, financial or otherwise, which could
reasonably be expected to materially adversely affect the value of the
Pledged Collateral or the ability of Pledgor to perform the Secured
Obligations.
4.1.4 STOCK POWERS AND OTHER ACTIONS. Execute and deliver to
Agent all stock powers, assignments, financing statements, endorsements,
instruments and other documents and take all further action, at the expense
of Pledgor, from time to time requested by Agent in order to perfect or
maintain a first perfected Lien on the Pledged Collateral in favor of Agent
or to enable Agent to exercise and enforce its rights and remedies
hereunder with respect to the Pledged Collateral or to effect a transfer of
the Pledged Collateral, or any part thereof. All instruments representing
or evidencing the Pledged Collateral shall be delivered to and held by
Agent pursuant hereto and shall be in suitable form for transfer or
assignment in blank, all in form and substance satisfactory to Agent.
4.1.5 REPORTS. Furnish to Agent such reports relating to the
Pledged Collateral as Agent shall from time to time may reasonably request.
4.1.6 DEFENSE OF COLLATERAL. Defend for the benefit of Agent,
Agent's right, title and Lien acquired by this Pledge Agreement in and to
the Pledged Collateral and the proceeds thereof against the claims and
demands of all other Persons except by, through or under Agent.
4.2 Pledgor shall not:
4.2.1 LIENS. Create, incur, or suffer to exist any Lien on the
Pledged Collateral except the Lien created by this Pledge Agreement or
perform any act or execute any instrument that might prevent or hinder
Agent from obtaining and enjoying, fully and completely, all of the
benefits, rights and privileges conferred or sought to be conferred upon
Agent by this Pledge Agreement.
4.2.2 DISPOSITION OF COLLATERAL. Except as otherwise provided
in the Credit Agreement, sell or otherwise dispose of all or any part of
the Pledged Collateral.
-4-
<PAGE>
4.2.3 CHANGES IN CAPITAL STRUCTURE OF ISSUER. Except as
otherwise provided in the Credit Agreement, (a) permit or suffer any issuer
of the Pledged Stock to dissolve, liquidate, retire any of its capital
stock, reduce its capital or merge or consolidate with any other Person, or
(b) vote any of the Pledged Stock or Stock Rights in favor of any of the
foregoing.
4.2.4 ISSUANCE OF ADDITIONAL STOCK. Permit or suffer the issuer
of the Pledged Stock to issue any stock, any right to receive stock or any
right to receive earnings, except to Pledgor.
5. REMEDIES.
5.1 ACCELERATION AND REMEDIES. If any Event of Default has occurred
and is continuing, then, upon the election of Agent, the Secured Obligations
shall immediately become due and payable without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, and Agent may (a)
exercise all rights set forth in SECTION 7.3 and (b) exercise any or all of the
rights and remedies provided (i) in this Pledge Agreement, (ii) in the Code to a
secured party when a debtor is in default under a security agreement and (iii)
by any other applicable law or agreement.
5.2 FORECLOSURE SALES. (a) Without limiting the provisions of
SECTION 5.1, Agent may, following the occurrence and during the continuance of
an Event of Default, without notice except as specified below, and to the extent
permitted under applicable law, sell the Pledged Collateral or any part thereof
in one or more transactions at public or private sale, for cash or property and
at such price or prices and upon such other terms as Agent may deem commercially
reasonable, irrespective of the impact of any of such sales on the value of any
of the Pledged Collateral. To the extent permitted under applicable law, Agent
may be the purchaser of any or all of the Pledged Collateral at any such sale.
Each purchaser at any such sale shall hold the property sold absolutely free
from any claim or right on the part of Pledgor, and Pledgor hereby waives (to
the extent permitted by law) all rights of redemption, stay and/or appraisal
which it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. Agent shall not be obligated to make
any sale with respect to the Pledged Collateral regardless of a notice of sale
having been given. Agent may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned.
(b) Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended (the "SECURITIES ACT"), and
applicable state securities laws, Agent may be unable to effect a public sale or
disposition of any or all of the securities included within the Pledged
Collateral but may be compelled to resort to one or more private sales or
dispositions thereof to a restricted group of purchasers who will agree, among
other things, to acquire the Pledged Collateral for their own account, for
investment and not with a view to the distribution or resale thereof. Pledgor
acknowledges that any sales under such restrictions may be at prices and on
terms
-5-
<PAGE>
less favorable than those obtainable through a sale without such restrictions
(including, without limitation, a public offering made pursuant to a
registration statement under the Securities Act), and notwithstanding such
circumstances, agrees that any sale under such restrictions shall be deemed to
have been made in a commercially reasonable manner and that Agent shall have no
obligation to engage in sales without such restrictions and no obligation to
delay the sale of any securities included within the Pledged Collateral for the
period of time necessary to permit the issuer thereof to register it for a form
of public sale requiring registration under the Securities Act or under
applicable state securities laws, even if Pledgor would agree to do so.
6. WAIVERS, AMENDMENTS AND REMEDIES. No course of dealing between
Agent and Pledgor and no delay or omission of Agent to exercise any right,
power, privilege or remedy granted under this Pledge Agreement, the Credit
Agreement or any other Related Document or any collateral document or guaranty
related thereto shall impair such right or remedy or be construed to be a waiver
of any Event of Default or an acquiescence therein, and any single or partial
exercise of any such right or remedy shall not preclude other or further
exercise thereof or the exercise of any other right, power, privilege or remedy,
and no waiver, amendment or other variation of the terms, conditions or
provisions of this Pledge Agreement whatsoever shall be valid unless in writing
signed by Agent, and then only to the extent in such writing specifically set
forth. All rights, power, privilege and remedies contained in this Pledge
Agreement shall be cumulative, are in addition to such other rights, power,
privileges and remedies Agent may have by law or otherwise and shall be
available to Agent until the Secured Obligations have been paid in full.
7. GENERAL PROVISIONS.
7.1 SPECIAL COLLATERAL ACCOUNT. All cash received by Agent with
respect to the Pledged Collateral pursuant to SECTION 4.1.1 or upon the exercise
of the remedies provided for in SECTION 5.1, shall be deposited into a special
collateral account with Agent and shall be held by Agent as security for the
Secured Obligations. Pledgor shall have no control whatsoever over said special
collateral account. Agent shall apply any part of the credit balance in said
special collateral account to the payment of the Secured Obligations, whether or
not any of them shall be then due.
7.2 APPLICATION OF PROCEEDS. All cash, property or other proceeds
received by Agent pursuant to the enforcement of this Pledge Agreement, the
Credit Agreement or any other Related Document or any collateral document or
guaranty related to any of the foregoing after acceleration of the Secured
Obligations shall be distributed in the manner set forth in the Credit
Agreement.
7.3 EXERCISE OF RIGHTS IN PLEDGED COLLATERAL. After the occurrence
and during the continuance of an Event of Default, Agent or its nominee may, but
shall not be obligated to, at any time and from time to time, without notice to
Pledgor, exercise all voting and corporate rights relating to the Pledged
Collateral including, without limitation, exchange, subscription or any other
rights, privileges, or options pertaining to any shares of the Pledged Stock and
the Stock Rights, as if it were the absolute owner thereof. Upon the occurrence
and during the continuance of an Event
-6-
<PAGE>
of Default, in the event that Pledgor, as record and beneficial owner of the
Pledged Stock, shall receive or shall become entitled to receive, any cash
dividends or other distributions, Pledgor shall deliver to Agent, and Agent
shall be entitled to receive and retain, all such cash or other distributions.
At all times when no Event of Default has occurred and is continuing, Pledgor
shall be entitled to vote its Pledged Stock and otherwise exercise the incidents
of ownership of the Pledged Stock.
7.4 NOTICE OF DISPOSITION OF COLLATERAL. Notice of the time and
place of any public sale or the time after which any private sale or other
disposition of all or any part of the Pledged Collateral may be made shall be
reasonable if sent to Pledgor, addressed as set forth in SECTION 8, at least ten
days prior to any such public sale or the time after which any such private sale
or other disposition may be made.
7.5 POSSESSION OF COLLATERAL. Beyond the exercise of reasonable care
to assure the safe custody of the Pledged Collateral in the physical possession
of Agent pursuant hereto, neither Agent nor any nominee of Agent, shall have any
duty or liability to collect any sums due in respect thereof or to protect,
preserve or exercise any rights pertaining thereto, and shall be relieved of all
responsibility for the Pledged Collateral upon surrendering it to Pledgor.
7.6 SPECIFIC PERFORMANCE OF CERTAIN COVENANTS. Pledgor acknowledges
and agrees that a breach of any of the covenants contained in SECTIONS 4.1.1,
4.1.4, 4.1.6, 4.2.2, 4.2.3 or 4.2.4 will cause irreparable injury to Agent and
that Agent has no adequate remedy at law in respect of such breaches and
therefore agrees, without limiting the right of Agent to seek and obtain
specific performance of other obligations of Pledgor contained in this Pledge
Agreement, that the covenants of Pledgor contained in the Sections referred to
in this SECTION 7.6 shall be specifically enforceable against Pledgor.
7.7 DEFINITION OF CERTAIN TERMS. Terms defined in the Code which are
not otherwise defined in this Pledge Agreement are used in this Pledge Agreement
as defined in the Code as in effect on the date hereof.
7.8 BENEFIT OF AGREEMENT. The terms and provisions of this Pledge
Agreement shall be binding upon and inure to the benefit of Agent and Pledgor
and their respective successors and assigns, except that Pledgor shall not have
the right to assign its rights or obligations under this Pledge Agreement or any
interest herein.
7.9 SURVIVAL OF REPRESENTATIONS. All representations and warranties
of Pledgor contained in this Pledge Agreement shall survive the execution and
delivery of this Pledge Agreement.
7.10 TAXES AND EXPENSES. Pledgor will upon demand pay to Agent (a)
any taxes (excluding income taxes, franchise taxes or other taxes levied on
gross earnings, profits or the like) payable or ruled payable by any Federal or
State authority in respect of this Pledge Agreement,
-7-
<PAGE>
together with interest and penalties, if any, and (b) all reasonable expenses,
including the reasonable fees and expenses of counsel for Agent and of any
experts and agents that Agent may incur in connection with (i) the
administration of this Pledge Agreement, (ii) the custody or preservation of, or
the sale of, collection from, or other realization upon, any of the Pledged
Collateral, (iii) the exercise or enforcement of any of the rights of Agent
hereunder, or (iv) the failure of Pledgor to perform or observe any of the
provisions hereof.
7.11 CHOICE OF LAW. THIS PLEDGE AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS)
OF THE STATE OF ILLINOIS.
7.12 HEADINGS. The title of and section headings in this Pledge
Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the terms and provisions of this Pledge Agreement.
7.13 TERMINATION. This Pledge Agreement shall continue in effect
until no Secured Obligations (other than unmatured Secured Obligations for which
no claim has been asserted) shall be outstanding.
7.14 SEVERABILITY. The provisions of this Pledge Agreement are
severable and if any clause or provision thereof shall be held invalid or
unenforceable in whole or in part, then such invalidity or unenforceability
shall attach only to such clause or provision, or part thereof, and shall not in
any manner affect such clause or provision in any other jurisdiction or any
other clause or provision in this Pledge Agreement or any jurisdiction.
7.15 ATTORNEY-IN-FACT. Pledgor hereby irrevocably appoints Agent as
Pledgor's attorney-in-fact, with full authority in the place and stead of
Pledgor and in the name of Pledgor or otherwise, from time to time in Collateral
Agent's discretion reasonably exercised, to take any action and to execute any
instrument that Agent deems reasonably necessary or advisable to accomplish the
purposes of this Pledge Agreement, including, without limitation, to receive,
endorse and collect all instruments made payable to Pledgor representing any
dividend, principal, interest payment or other proceeds or distribution in
respect of the Pledged Collateral or any part thereof and to give full discharge
for the same, when and to the extent permitted by this Pledge Agreement.
7.16 INCORPORATION BY REFERENCE. The security interests granted
hereunder are granted in conjunction with the security interests granted to
Agent, for the benefit of Lenders, pursuant to the Credit Agreement. Pledgor
hereby acknowledges and affirms that the rights and remedies of Agent with
respect to the Pledged Collateral made and granted hereunder are more fully set
forth in the Credit Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein.
8. NOTICES. Except as otherwise expressly provided herein, any
notice required or desired to be served, given or delivered hereunder shall be
in writing, and shall be deemed to have
-8-
<PAGE>
been validly served, given or delivered five (5) days after deposit in the
United States mails (by certified mail, return receipt requested), with proper
postage prepaid, or upon delivery by courier or upon transmission by telex,
telecopy or similar electronic medium to the following addresses:
(i) If to Agent, at:
First Source Financial LLP
2850 West Golf Road - Fifth Floor
Rolling Meadows, Illinois 60008
Attn: Contract Administration
Telecopy No.: (847) 734-7910, 7911
(ii) If to Pledgor at:
Platinum Entertainment, Inc.
2001 Butterfield Road
Suite 1400
Downers Grove, Illinois 60515
Attn: Douglas C. Laux
Telecopy No.: (630) 769-0049
With a copy to:
Katten, Muchin & Zavis
525 W. Monroe
Suite 1600
Chicago, Illinois 60661
Attn: Matthew S. Brown
Telecopy No.: (312) 902-1061
or to such other address as each Person designates to the other in the manner
herein prescribed.
9. WAIVERS. Pledgor waives presentment and demand for payment of
any of the Secured Obligations, protest and notice of dishonor or default with
respect to any of the Secured Obligations, and all other notices to which
Pledgor might otherwise be entitled, except as otherwise expressly provided
herein.
10. COUNTERPARTS. This Pledge Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Pledge Agreement
by signing any such counterpart.
-9-
<PAGE>
[SIGNATURE PAGE FOLLOWS]
-10-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be duly executed and delivered by their duly authorized officers on
the date first above written.
PLATINUM ENTERTAINMENT, INC.
By: /s/ Douglas Laux
-------------------------------
Name: Douglas Laux
-------------------------------
Title: Vice President
------------------------------
ACCEPTED AS OF THE DATE
FIRST SET FORTH ABOVE:
FIRST SOURCE FINANCIAL LLP,
as Agent
By: First Source Financial, Inc.
Its: Manager
By: /s/ Gregory R. Cooper
--------------------------------
Name: Gregory R. Cooper
--------------------------------
Title: Sr. Vice President
--------------------------------
[S-1]
<PAGE>
EXHIBIT 1
PLEDGED STOCK
<TABLE>
<CAPTION>
Issuer Certificate No(s). Number of Shares
<S> <C> <C>
Lexicon Music, Inc. 1 3,000
PEG Publishing, Inc. 1 3,000
Royce Publishing, Inc. 1 3,000
JustMike Music, Inc. 1 3,000
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1998, THE UNAUDITED
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998
AND THE UNAUDITED NOTES THERETO FOR PLATINUM ENTERTAINMENT, INC. AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 277
<SECURITIES> 0
<RECEIVABLES> 19,042
<ALLOWANCES> (3,375)
<INVENTORY> 6,234
<CURRENT-ASSETS> 27,457
<PP&E> 2,619
<DEPRECIATION> (996)
<TOTAL-ASSETS> 62,606
<CURRENT-LIABILITIES> 45,814
<BONDS> 0
0
0
<COMMON> 6
<OTHER-SE> 16,786
<TOTAL-LIABILITY-AND-EQUITY> 62,606
<SALES> 8,612
<TOTAL-REVENUES> 13,918
<CGS> 5,041
<TOTAL-COSTS> 5,436
<OTHER-EXPENSES> 5,230
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 420
<INCOME-PRETAX> (1,675)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,675)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,675)
<EPS-PRIMARY> (0.44)<F1>
<EPS-DILUTED> (0.44)<F1>
<FN>
<F1>AMOUNT IS LESS PREFERRED DIVIDEND REQUIREMENTS OF $695.
</FN>
</TABLE>
