MANHATTAN THEATRE CLUB AGREEMENT
Biltmore Theatre
September 1, 2006 -- August 31, 2010

AGREEMENT

Agreement made and entered into this 24^th day of April 2006, by and between Local 802, Associated Musicians of Greater New York (hereinafter the "Union"), located at 322 West 48th Street, New York, NY 10036, and Manhattan Theatre Club's Biltmore Theatre (hereinafter the "Employer" or "MTC") located at 261 West 47^th Street, New York, NY 10036.

It is agreed as follows:

I. RECOGNITION

A. The Employer hereby recognizes the Union as the exclusive collective bargaining representative for all musicians employed by the Employer, which musicians shall constitute the collective bargaining unit covered by the Agreement.

B. The Union recognizes Manhattan Theatre Club's Biltmore Theatre as the Employer of all the musicians who perform in their productions.

II. UNION SECURITY AND DUES CHECK OFF

A. All musicians covered by this Agreement, as a condition of employment, shall be or become, members in good standing of Local 802 after the thirtieth day following the beginning of employment hereunder. Musicians who are members of the Union shall remain members in good standing of the Union for the duration of their employment.

B. The Employer agrees to report to the Union within five (5) days, the names, Social Security numbers, and first day of employment of any new musicians. The Employer further agrees that upon receipt of written authorization from each musician it shall deduct from such musician's salary the amount of his/her Local 802 work dues (3 1/2 % of gross scale wages) and transmit same each month to Local 802 by no later than the 10th day of the following month.

C. The Employer shall provide one (1) hour for each of two (2) Union meetings. The purpose of these meetings is to give the Union an opportunity to discuss the provisions of this Agreement with the musicians and to elect a Union steward. The first meeting shall be within 5 days of the first cast rehearsal for rehearsal and audition musicians. The second meeting shall be within the first 5 days of orchestra rehearsals for orchestra musicians. The Employer shall provide appropriate space for these meetings at the rehearsal site. These meetings shall be contiguous with scheduled rehearsals and need not be compensated time.

D. A validation form shall constitute evidence of engagement of a musician, and a copy of the validation form shall be given to the musician and the Union. No musician shall perform unless a copy of the form is in his/her possession prior to the first rehearsal, except if Local 802 agrees otherwise.

III. INITIAL SCHEDULED ENGAGEMENT

A. The following terms and conditions shall be applicable during a specified period of time to allow the subscribers to see the production at a subscription rate. The Union and the Employer agree that this period of time at the Biltmore is 18 weeks; however, if the minimum terms of the LORT-AEA CBA mandate for improvements sooner than this (excluding annual or other periodic increases), then the musicians shall also benefit sooner.

B. Following the initial scheduled engagement, the Collective Bargaining Agreement between The League of American Theatres & Producers, Inc. and Associated Musicians Of Greater New York, Local 802, AFM, AFL-CIO shall apply for all wage items. However, the pension benefits shall be subject this Agreement, Article IX, PENSION.

C. Following the initial scheduled engagement, all other terms and conditions of the Agreement not specifically amended herein by this Article III shall remain in full force and effect.

IV. WORK WEEK

A. The workweek shall consist of eight (8) performances or less Monday through Sunday with at least one day off each week. Performances shall be three hours or less. Time worked in excess of three (3) hours shall be compensable at the rate of time and one-half (1 1/2) of the musician's regular rate of pay. Each additional performance by a musician over eight (8) within the workweek shall be compensable at the rate of time and one-half (1 1/2) of the musician's regular performance rate of pay. A third performance on any day shall be compensable at time and one-half (1 1/2) of the regular performance rates of pay.

B. All performances played on the seventh consecutive day of the work week, as defined in paragraph (A) above, whether or not in excess of eight performances, shall be compensable at the rate of time and one-half (1 1/2) the regular performance rate of pay for musicians. The time and one-half (1 1/2) premium are to be paid to the musician actually playing the performance regardless of whether it is the regular musician or substitute.

C. If the Employer desires to change the show schedule, the Employer shall inform the musicians and the Theatre Department of Local 802 at least two (2) weeks in advance of such a change.

D. If a performance is shifted to a holiday matinee or if a matinee is performed on a Monday which is designated a holiday by federal law, all musicians shall be paid at the rate of time and one-half (1 1/2) for such shows.

V. WAGE SCALES

A. The minimum weekly scale wage per musician shall be $875.00 as of September 1, 2006; $905.62 as of September 1, 2007; $937.31 as of September 1, 2008; and $974.80 as of September 1, 2009. In addition, each musician (including the conductor) shall be guaranteed one doubling premium at 12 1/2% times bringing the minimum weekly scale wage annually to a total: $984.38; $1,018.82; $1054.47; $1096.65. Any other premiums are in addition to the guaranteed minimum.

In the event that a production moves to a theatre where no AFM CBA applies, this Agreement shall apply. The Employer agrees to notify the Union at least two weeks prior to any such move.

In the event the parties are unable to reach agreement on the terms and conditions of employment at the new theatre, the prohibitions of Article XIX hereof shall be suspended until an agreement is reached.

In the event the Employer originates a production in other than the Biltmore in Manhattan, then the appropriate (i.e. based on seating) MTC Agreement with Local 802 shall apply.

B. The Music Director/Conductor or Leader shall receive fifty percent (50%) premium additional over and above the guaranteed minimum herein for performance and rehearsals.

C. The Associate Conductor shall receive fifteen percent (15%) premium additional over and above the minimum weekly scale wages specified herein for all rehearsal and performance work. If the Associate Conductor is not available to perform his/her function either because he/she has stepped into the Conductor's chair or is absent (e.g., sick, vacation), then this premium shall not apply to another player unless that musician has the requisite skills to serve as Associate Conductor. If there is a dispute as to whether said member of the orchestra has the requisite skills needed as Associate Conductor, the Union and the Employer agree to discuss and resolve the issue.

D. The designated playing contractor and shall receive twenty-five percent (25%) premium additional over and above the minimum weekly wage.

E. On a production that has six (6) musicians or fewer, the playing librarian shall receive a six and one-quarter (61/4 %) percent premium over and above the minimum weekly wage. If the production has more than six (6) musicians, the playing librarian shall receive a twelve and one-half (12 1/2 %) percent premium over and above the minimum weekly wage.

F. Rehearsal and Audition Musicians:

1. For rehearsal and audition musicians not in conjunction with an orchestra, the scale shall be $915.00 as of September 1, 2006; $946.37 as September 1, 2007; $979.49 as of September 1, 2008; $1,018.66 as of September 1, 2009 for a forty (40) hour/six (6) day week with no more than eight (8) hours in any one day. Rehearsal overtime shall be paid at the rate of time and one-half (1 1/2) of the pro-rated hourly rates in half-hour segments or parts thereof. Rehearsal musicians called by the day shall be paid the minimum rate of $22.87 per hour as of September 1, 2006; $23.65 as of September 1, 2007; $24.48 as of September 1, 2008; $25.46 as of September 1, 2009, minimum two hour call. Overtime beyond eight (8) hours in a day shall be paid at time and one-half (1 1/2) of the pro-rated hourly rate in half hour segments or parts thereof.

Orchestra Rehearsal Before and After Official Opening:

2. Orchestra rehearsals terminating no later than 7:00 p.m. shall be paid at the hourly rate of $28.00 as of September 1, 2006; $28.98 as of September 1, 2007; $29.99 as of September 1, 2008; $31.19 as of September 1, 2009 with a minimum two and one-half (2 1/2) hour call. Rehearsals terminating after 7:00 p.m. shall be paid at the performance rate. Overtime after eight (8) hours in any day or after forty (40) hours in a week shall be paid at time and one-half (1 1/2) per half-hour or part thereof.

3. A dress rehearsal shall be paid at the performance rate.

4. A one (1) hour rehearsal just before or just after a performance shall be paid at the minimum rate of $44.00 per hour as of September 1, 2006; $45.54 per hour as of September 1, 2007; $47.13 per hour as of September 1, 2008; $49.02 per hour as of September 1, 2009.

5. All musicians or substitutes that play an instrument during any rehearsal must be paid for the entire rehearsal pursuant to this section.

6. There shall be a five- (5) minute rest period in each hour of rehearsal or at least a ten (10) minute break at the end of one and one-half hours.

G. Doubling and other premiums:

1. No member of an orchestra or stage band shall perform on more than two instruments during a performance, rehearsal, audition, or group sales event unless he/she receives additional compensation of 61/4% above the base scale wage.

Doubling charges need not be paid where a musician is required to play instruments in any one of the following categories:

(a) Saxophone and members of the saxophone family, however, if the bass saxophone is played as a double, it shall be paid for at the doubling rate.

(b) Bassoon and contra-bassoon;

(c) Tuba and sousaphone;

(d) Drums, consisting of bass drum, small drum, tom toms, cymbals, gongs, and traps;

(e) Tympani;

(f) Mallet played instruments: xylophone, bells, vibraphone, chimes and marimba.;

(g) Latin American rhythm instruments: bongos, timbales and conga drums shall be considered as one instrument.

2. If an electronic instrument is utilized in the production, a premium of twenty-five percent (25%) of the minimum scale wages shall be paid to each musician playing said instrument.

3. The costume premium shall be $25.00 per musician per week during the subscription base run.

4. Nothing contained in this article shall prevent any individual from negotiating a wage in excess of minimum scale.

H. Other conditions:

1. The Employer shall be responsible for furnishing all keyboards, electronic and percussion instruments. If keyboard, electronic or percussion instruments are required to be supplied by a musician, the Employer will pay the musician a negotiated fair rental fee. Musicians shall be reimbursed for the actual cost of transporting cartage instruments, including parking.

2. Cartage instruments are defined as: Cello, Double Bass, Contrabasson, Bass Clarinet, Baritone Saxophone, Bass Trombone, Tuba, Sousaphone, and/or amplifier, Celesta, Drum Set, Electronic Musical Set-ups, Harp, Harpsichord, Keyboard, Marimba, Timpani, Vibraphone, Xylophone and other comparably bulky instruments.

VI. VACATION

A. The Employer shall pay the sum of four percent (4%) of the weekly gross salary of each musician as vacation pay to musicians during the term of their employment.

B. Each musician shall have the right to choose the time of his/her vacation, provided, however, that not more than one musician may take a vacation at any one time without the consent of the employer. Two weeks' written notice must be submitted to the conductor prior to taking a vacation of one week or more.

VII. HEALTH BENEFITS

A. The Employer agrees to contribute into the Musicians' Local 802 Health Benefits Plan (HBP) an amount consistent with the schedule in Section (C) of this Article on behalf of all its musician/employees in order to provide health benefits for said musician/employees in accordance with the rules and regulations of the said plan and shall be contributed on behalf of musician/employees when on vacation or absent due to illness (up to two (2) weeks or sixteen (16) performances).

B. The Employer agrees to be bound by the provisions of the Agreement and Declaration of Trust of the Health Benefits Plan (HBP) Local 802 and the Trustees of the Musicians' Local 802 Health Benefits Plan Fund, as amended.

C. Contributions shall be in accordance with the following schedule of dates and amounts, and mailed to Local 802 AFM at 322 West 48th Street, New York, NY 10036 along with the names of covered musician/employees no later than two (2) weeks after each payday.

D. Effective January 1, 2006 through December 31, 2006, the health benefit contribution for orchestra rehearsal and performance musicians shall be $7.25 per call not to exceed $58.00 per week. The health benefit contribution for rehearsal and audition musicians shall be $5.80 for the first two hours and $5.80 for additional employment beyond two hours, for a maximum of $11.60 per day, capped at $58.00 per week.

E. Commencing January 1, 2007, if the Trustees of the Fund increase eligibility requirements, the Employer agrees to increase the contributions by the same percentage as the eligibility requirements for Plan A are increased.

F. The Employer shall provide individual coverage for a Hospitalization Plan at the rate of $29.91 per musician per week. In the event there is an increase in the cost of the existing plan as determined by the Trustees, the Employer agrees to contribute the actual cost of the increase.

G. The Employer agrees to contribute the actual cost of the health and hospitalization increases up to an additional $2.50 per musician per week in each contract year.

VIII. SICK LEAVE/SICK PAY

Paid sick days shall be accumulated at the rate of one paid sick performance for every 48 performances of work and shall be used during the run of a production. Unused sick days will not be paid.

IX. PENSION

A. The Employer agrees to contribute an amount equivalent to nine (9%) percent of each musician's wages, as defined in Article V and VI of this Agreement (scale wages only), to the American Federation of Musicians and Employers' Pension Fund. Commencing September 1, 2006, pension shall increase to ten (10%) percent for the period following six months after the first paid public performance of each production. Commencing September 1, 2008, pension shall increase to eleven (11%) percent for the period following six months after the first paid public performance of each production. At the close of each such production, the pension shall return to nine (9%) percent.

B. All contributions to the Fund shall be made by check payable to the American Federation of Musicians and Employers' Pension Fund (AFM-EPF). All such checks shall be accompanied by a remittance form identifying each musician for whom a contribution is made, the musician/employee's name, social security number, date(s) of engagement for which pension is paid, scale wages on which pension is paid and the amount of pension. The check and remittance information shall be transmitted to Local 802 AFM for forwarding to the Fund within ten (10) days following the rendering of services for which such contributions are payable. If the Employer is unincorporated, no contributions will be paid on behalf of any owner or part owner of the Employer.

C. The Employer agrees to be bound by The Agreement and Declaration of Trust establishing The American Federation of Musicians and Employer's Pension Fund, as it may be amended from time to time, which is incorporated by reference into this Agreement.

X. WITHHOLDINGS

All musician/employees are to be considered as employees for the purposes of Social Security, unemployment insurance, workers' compensation and all other withholding and insurance benefits under current law.

XI. WORKING CONDITIONS

A. The Employer shall use its best efforts to maintain the temperature in the theatre at 65^o - 75^o degrees Fahrenheit.

B. Adequate lighting shall be provided for each musician, including rehearsal musicians.

C. Pianos in the theatre shall be tuned and properly maintained.

D. Employer shall provide and maintain a safe and sanitary workplace, rest rooms, a secure locker room or dressing room and storage for instruments.

XII. NOTICE OF CLOSING/CANCELLATIONS

A. Musician/employees shall receive one week or eight- (8) performance notice of closing or layoff. The Union shall receive written notice of closing or layoff. If a production has a temporary layoff due to poor business, musician/employees shall be guaranteed run of the show, but no less than two weeks' employment upon reopening.

B. Rehearsal may be cancelled upon twenty-four (24) hours' notice. In the case of an emergency, rehearsal may be cancelled upon twelve (12) hours' notice.

C. If a rehearsal is cancelled with less than the above-stated notice, the musician shall be paid as if he/she worked the rehearsal.

XIII. IDENTITY WITH THE PRODUCT

All musician/employees, including all music preparation musicians, are employed for the run of the show. In the event a musician/employee leaves the show or is justifiably dismissed, another musician playing the same instrument(s) who will also have run of the show will fill his/her position. In the event of a cast album, the members of the current orchestra shall be offered employment. In the event of a radio or television commercial and/or taping for radio or television broadcast, the members of the current orchestra shall be offered employment provided that their instruments are utilized. The instruments utilized shall be at Manhattan Theatre Club's sole discretion. Music preparation musicians who performed services for the production shall be offered right of first refusal for any additional services required for such recording. All recordings, tapings or other electronic media uses shall be paid for at the appropriate Local 802 or AFM scales for such uses. In the event that a show moves to another theater or to Broadway, the regular members of the orchestra last engaged shall be offered employment if their instruments are utilized in the new production. Music preparation musicians who performed services for the production shall be offered right of first refusal for any additional services required if the show moves to another theatre or to Broadway.

XIV. SUBSTITUTION

Each musician/employee may substitute another musician acceptable to the Employer from a pool of up to five (5) substitutes, which shall be maintained by the musician/employee. Substitution shall be limited to no more than fifty percent (50%) of performances. During the first twenty-four (24) public performances, a regular member's right to send in a substitute may be withheld. In addition, the right to send in a substitute may be withheld during the eight (8) performances prior to the official opening (and any other performances at which the critics shall be present, provided seven (7) days' notice to the musicians is given) and the seven (7) performances following the official opening. Reasonable substitutions shall be allowed during performances occurring between the twenty-fourth (24^th) public performance and the eighth (8^th) performance prior to the official opening in order to enable musicians to fulfill engagements for which they have made prior business commitments. Thereafter the fifty percent (50%) rule shall apply.

XV. GROUP SALES AND EVENT PROMOTIONS

A. When a musician is employed for group sales or event promotions, the musician shall be paid the minimum rehearsal wages and benefits set forth in Article V(F)(1) herein for such event for a minimum of two (2) hours. Overtime shall be paid in one-half hour segments at pro rata the hourly rate.

B. Rehearsals for such events shall be paid at the applicable rehearsal rate as set forth herein.

XVI. NO DISCRIMINATION

Discrimination against any musician/employee because of race, religion, sex, ethnic background, political affiliation, age, sexual orientation, color, creed, disability, citizenship status, national origin, marital status or union activity is prohibited under this Agreement.

XVII. DISMISSAL

The Employer shall have the right to dismiss musician/employees for just cause. Any dispute over dismissal shall be subject to the grievance procedure provided in Article XVIII herein.

XVIII. GRIEVANCE AND ARBITRATION PROCEDURE

Any and all disputes arising between the parties (grievance) shall be resolved as follows:

A. Such grievance shall be discussed by the Union and the Employer.

B. In the event that the grievance is not resolved within 30 days after it has first been presented, either the Employer or the Union may submit the matter to arbitration before a mutually agreeable third party. In the event the Employer and Union are unable to agree upon a third party, the demand for arbitration shall be submitted to the American Arbitration Association in New York City and conducted pursuant to the Voluntary Labor Arbitration rules of the Association.

C. The decision of the arbitrator shall be final and binding upon the parties and their members. In the event of a dismissal or other disciplinary action which causes a musician to lose wages or his/her chair, the arbitrator shall award full back wages and reinstatement if it is determined that such disciplinary action was not justified. The cost of any arbitration shall be borne equally by the parties.

D. In the event of a dismissal for alleged artistic reasons the musician shall continue in his/her chair until and unless the dispute is settled in favor of the Employer.

XIX. NO STRIKES - NO LOCKOUTS

The Union agrees not to conduct, cause or permit any strike or picketing against the Employer, during the term of this Agreement, except for failure to pay wages when due or Health Benefits or Pension contributions within ten (10) days after such health benefits or pension contributions become due. The Employer agrees not to lock out musician/employees during the term of this Agreement.

XX. UNION BUSINESS REPRESENTATIVE

Union Business Representatives shall be permitted to visit the theatre to monitor contract enforcement provided, however, that they shall not interfere in any way with a performance or rehearsal, and provided further that Union Representatives shall be neatly attired and shall observe the civilities and decorum of the occasion.

XXI. POSTING BOND

Should MTC default in payments to or on behalf of a musician employed at the Biltmore under this Agreement, Local 802 shall give prompt notice thereof to MTC and MTC's Counsel. Should the default not be cured within thirty (30) days of receipt of such notice, MTC shall be required to post bond equal to one (1) week's gross salary plus benefits for all musicians employed under this Agreement on each such subsequent production at the Biltmore. If the default is cured and no further default occurs for twelve (12) months following the posting of bond, MTC may apply to Local 802 to lift the bond requirement, which application shall not be unreasonably denied.

XXII. MUSIC PREPARATION

1. Beginning September 1, 2006 and continuing through August 31, 2008, all arranging, orchestration, copying and other music preparation services shall be paid at eighty-five (85%) percent of the wage scales for such services covered by the collective bargaining agreement between Local 802 and the League of American Theatres and Producers ("League Agreement"). Beginning September 1, 2008, said percentage shall increase to ninety (90%) percent and beginning September 1, 2009, said percentage shall increase to ninety-five (95%) percent.

2. It is understood that MTC pays eighty-five (85%) percent of the music preparation wages and benefits set forth in the League Agreement, where applicable, and will therefore pay eighty-five (85%) percent of any applicable fractions provided for in the League Agreement, excluding pension and health payments. For example, pursuant to Paragraph 8(a) of Section I of Schedule B, special routine work where two or more scores or orchestral parts must be used or referred to, shall be charged for at eighty-five of forty (85% of 40%) percent above the regular rate. Said percentage shall increase as per Paragraph 1, above.

3. It is understood that, for the purposes of this Article XXII, the terms "Broadway show" and "Broadway production", where they appear in the attached Schedules A and B, shall mean an MTC production at the Biltmore Theatre, except where otherwise identified.

4. It is understood that, for the purposes of this Article XXII, the term "Employer/Producer", where it appears in the attached Schedules A and B, shall mean MTC, except where otherwise identified.

5. All work rules pertaining to arranging, orchestration, copying and other music preparation services shall be pursuant to Schedule A and Schedule B, as amended below.

SCHEDULE A

A. This Schedule shall cover and relate to personnel who render Music Preparation Services for a Broadway show from the pre-production period through the run of the show on Broadway. For purposes of this Agreement, "Music Preparation Services" shall be defined as Arrangements and Orchestrations, the "personnel" being the Arrangers and Orchestrators. This Schedule shall not apply to Copyists, or to any personnel rendering Music Copying related services, such as Proof-readers and Librarians; applicable terms and conditions are set forth in Schedule C. While the production is appearing on Broadway and for the recording of all cast albums, any Music Preparation Services required will be rendered by the original Music Preparation personnel. This in no way obligates the Producer to use the services of the original Music Preparation personnel in the formation of road shows or any future production beyond the Broadway run.

B. The Employer/Producer agrees that all Music Preparation Services shall be rendered only by Music Preparation personnel in accordance with the wage rates, terms and conditions of this Agreement. At the discretion of the Musical Director minor changes, e.g. a single note change, a repeat sign around a bar, or instructions for a "tacet" may be dictated to the orchestra at a rehearsal.

C. (1) If the arrangements or orchestrations of a Broadway Show, or any part thereof, are used in any category other than a live theatrical performance, e.g. cast album, live/tape television, radio/television commercial announcement, pay/cable TV, video cassette, video disk, either by the Employer/Producer and/or Composer or with their authorization, the minimum Local 802 or A.F.of M. scale shall apply, including supervision fee, applicable for that category and shall be paid by the Employer/Producer and/or Composer to all members who have rendered Music Preparation Services.

(2) Rental publication will be paid at the rate of 80% of the minimum Local 802 scale for material used for rental publication. However, if Employer/Producer elects within 90 days from the official opening to pre-pay for such rental publication, said rate shall be reduced to 25%.

D. Arrangements and orchestrations previously made for a use other than a Broadway production shall be paid for by the Employer/Producer hereunder when first used for a Broadway production, except as hereafter provided:

(1) Music prepared and performed for a live performance, concert, or "concept album" (e.g. "Jesus Christ Superstar") may be used in a Broadway production without additional compensation.

(2)(a) For Off-Broadway productions where the music was prepared pursuant to an agreement with Local 802, the Employer shall pay the difference between the amount paid and the appropriate minimum Local 802 Biltmore rates, for material actually used in the Biltmore production.

(b) For Biltmore productions moving to a commercial run where the music was prepared pursuant to the Biltmore agreement with Local 802, the commercial Employer shall pay the difference between the amount paid by MTC and the appropriate minimum Local 802 Broadway rates, for material actually used in the commercial Broadway production.

(3) In the absence of a Supervisor Orchestrator, all Orchestrators shall be paid Broadway scale plus twenty-five percent (25%).

(4) Upon application to the Local 802 Music Preparation Department, an Employer/Producer may be eligible to pay for music prepared by bargaining unit Music Preparation personnel for productions which begin outside of New York City but within the United States or Canada at 80% of the Local 802 Broadway rates. The Local 802 Music Preparation Department, in deciding this matter, shall do so in accordance with the following criteria among others: (1) that the production is not a Broadway production in its pre-Broadway aspect, as defined below, or a Pamphlet B production; (2) the actors in the production are not covered by the AEA production contract; (3) the employer of musicians for the production is outside of Local 802's jurisdiction; (4) the employer is a non-profit entity and; (5) there exists a developmental aspect to the production. If such music is subsequently imported for use in a Broadway production, the Employer/Producer shall pay the difference between the amounts previously paid and 100% of the appropriate minimum Local 802 Broadway rates for music used for the Broadway production. However, in no case shall this payment be less than 10% of the original total cost. All Music Preparation personnel providing services under this provision shall be given the right of first refusal for any additional work required for the Broadway production. The provisions of this paragraph shall not apply to a pre-Broadway production, which shall be defined as a production produced under an AEA production contract which operates in continuous performances prior to its New York City opening, under the same management, and for which musicians are not engaged under an AFM Pamphlet B contract. Music Preparation Services performed for a pre-Broadway production shall be paid at the applicable Local 802 Broadway rates.

In the event that the production does not appear on Broadway, the provisions of Schedule B, Paragraph C shall nevertheless apply.

In the event that the Employer/Producer sells, transfers, or assigns its rights to a production and the production is subsequently presented on Broadway, purchaser, transferee, or assignee (collectively, "successor") shall be solely liable for payment of the aforesaid difference between amounts previously paid and the amount due under this provision.

(5) If Music Preparation Services are performed outside of New York City but within the United States or Canada and if such services are not performed by a member of Local 802, such services shall be compensated for in accordance with applicable local area standards for such work.

E. The Employer/Producer shall assume the responsibility for notification of a New Use and shall immediately notify Local 802 of such New Use.

F. The substance and intent of the aforesaid paragraphs shall be incorporated in all agreements in which the Employer(s)/Producer(s) shall grant any rights to use any of the Music Preparation Services provided herein.

SECTION I
ALL CLASSES

(1) GENERAL RULES

(a) All Music Arrangers and Orchestrators working in this jurisdiction shall be members in good standing of Local 802, or, if not members, shall make application for membership within thirty days of employment.

(b) No Producer may use music that has not been arranged and orchestrated by Music Preparation personnel working under conditions which comply with standards in the area for such work.

(c) All prices specified in the following price schedules are minimum charges ONLY.

(d) In cases where work is not classified, the Executive Board of Local 802 will set the price thereof. MTC shall pay eighty-five (85%) percent of the set price beginning September 1, 2006; ninety (90%) percent of set price beginning September 1, 2008; and ninety-five (95%) percent of set price beginning September 1, 2009.

(e) A Music Arranger or Orchestrator shall not invest in a production for which that musician is working and an Employer/Producer may not request or accept any such investment.

(f) Arranging or orchestrating on contingency is strictly forbidden.

(2) CONTRACTS

(a) Contracts for all work must be deposited with Local 802 in advance.

(b) In addition to signing a contract in advance of the work to be done, an Employer/ Producer, or any party representing a Producer or musical production(s), upon demand of Local 802, shall deposit in escrow with Local 802 sufficient sums at such times as the Supervisor of Music Preparation Services of Local 802 may deem proper to cover all charges for Music Preparation Services.

(c) Music Preparation Services performed shall at no time exceed the amount deposited in escrow at Local 802.

(d) All bills must be presented to the Company Manager in time for payment on the regular weekly company payroll day and must be paid on that day.

(e) All claims for Music Preparation Services delivered and not paid for upon expiration of the time limit must be filed with the Supervisor of Music Preparation Services of Local 802.

(f) To insure collection by the Union, contracts must be on file, work must be delivered accompanied by an itemized bill, and a copy of the signed bill sent to the Supervisor of Music Preparation Services of Local 802.

(3) CONDITIONS

(a) Music Preparation personnel shall be paid not less than the rates set forth below, and the conditions set forth shall apply.

(b) Straight time shall apply from 9:00 a.m. to 6:00 p.m. Monday through Saturday, if required by Employer/Producer to work during such time.

(c) Time and one-half shall apply from 6:00 p.m. to 12 midnight Monday through Saturday, if required by Employer/Producer to work during such time.

(d) Double time shall apply from 12:00 midnight Monday through Saturday, all day Sunday, and the following holidays: New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Thanksgiving, and Christmas, if required by Employer/Producer to work during such time.

(e) Overtime rates shall continue until dismissal and shall resume upon return call unless at least nine (9) hours have elapsed.

(f) Music Preparation personnel must be paid time and a one- half after eight (8) hours in any given day; and, in addition, time and a half must be paid after forty (40) hours of work per week.

(g) Orchestrators shall be guaranteed a minimum call of four (4) hours, at the applicable hourly rate.

(h) No less than the applicable hourly rates shall be paid when an Orchestrator is requested to travel from one place of business to another to receive or deliver work or is requested to attend orchestra performances, rehearsals, etc.

(4) MATERIALS & FACILITIES

(a) All paper, necessary working materials, and printing shall be supplied by the Employer/Producer or furnished by the Arranger or Orchestrator at cost. The Employer/Producer shall have the option to provide adequate facilities for the Music Preparation personnel. All facilities provided by the Music Preparation personnel shall be paid for by the Employer/Producer at the rate of $120.92 per day effective March 11, 2004; the percentage increase in each succeeding year of this Agreement shall be the average percentage established by the rent stabilization guidelines for New York City for one and two year leases of residential apartments. Messenger service (pickup and delivery) shall be paid for by the Employer/Producer.

(b) All digital data in any storage medium (including but not limited to optical drives, hard drives, DAT, disk, etc.) to generate computer scores shall be the sole property of the Employer/Producer and may be used for purposes other than the originally contracted for purposes upon payment provided herein; except that no digital data in disk form may be used to generate a sequenced file for use in the United States or Canada. A bond of $50,000.00 shall be deposited with Local 802 by the League to be held against payments due in the event of unauthorized use.

(c) When out-of-town, all paper, necessary working materials, printing of duplicate parts, and facilities shall be supplied by the Employer/Producer or furnished by the Arranger, Orchestrator at cost. Messenger service (pickup and delivery) shall be paid for by the Employer/Producer.

(d) No office space charge or commissions shall be deducted from wages.

(5) SUPERVISION -- ORCHESTRATORS

(a) In all theatrical productions there must be a Supervisor Orchestrator. The duties of the Supervisor Orchestrator shall include, but not be limited to, assigning work to and conferring with other Orchestrators, conferring with the Director, Composer, Conductor, Contractor, Supervisor Copyist, etc. The Supervisor Orchestrator must orchestrate to an extent greater than any other single Orchestrator. In the event that an additional orchestrator or orchestrators provide services, the Employer/Producer shall have the right of approval of such orchestrators, who shall be designated Associate Orchestrator(s).

(b) The Supervisor Orchestrator shall be responsible for giving out and collecting work, supervising and/or giving instructions with regard to the assignments, and any other such duties as may be required in preparation of the music for performance.

(c) For the above-mentioned services the Supervisor Orchestrator must receive a sum of no less than twenty-five percent (25%) over and above the total amount of monies for work coming under his/her supervision, including all work done by the Supervisor Orchestrator.

(d) Associate Orchestrators shall not be required to assume the functions of the Supervisor Orchestrator.

(e) Associate Orchestrators must invoice the Producer directly at the Supervisor Orchestrator's page rate. The twenty-five percent (25%) supervisory fee shall be paid to the Supervisor Orchestrator on the invoiced amount.

(6) LIMITATIONS

(a)(i) No Orchestrator of a given production may serve as Orchestra Contractor, Supervisor Copyist, Copyist or Instrumentalist on that production.

(ii) Except in theatres where the required minimum number of musicians is five (5) or less, no Orchestrator of a given production may serve as Conductor on that production, unless music for that production has been orchestrated for Off-Broadway or for an out of town venue more than three months prior to the first paid public performance on Broadway. In such event the Orchestrator who has been the Conductor of the original production may continue as Conductor for the Broadway run; provided that any new orchestration work required in connection with the Broadway presentation must be performed by another orchestrator. One month notice, unless Local 802 waives this requirement, shall be given to Local 802 when such transfer is anticipated.

(b) No Conductor, Orchestra Contractor, or Instrumentalist on a given production may serve as Orchestrator or Copyist on that production.

(7) SPECIAL WORK

(a) Special routine work where two (2) or more scores or orchestral parts must be used or referred to, shall be charged for at forty percent (40%) above the regular rate. However, when such work is done on the computer, it shall be charged for at the applicable computer copying hourly rate.

(b) Modulations, new introductions, endings, interpolations, etc. shall be charged for at orchestration prices, plus regular time rates for cutting, pasting, marking, fixing, etc. However, when such work is done on the computer, it shall be charged for at the copying hourly rate.

(8) BILLING

(a) Whenever billing is accorded a Musical Director or Conductor, billing in like degree shall be accorded the Supervisor Orchestrator.

(b) When an Associate Orchestrator or Associate Orchestrators are also engaged they shall receive credit in the staff listing in the Playbill. This credit may not be waived.

(c) Where biographies appear in the program the Employer/Producer shall use best efforts to insure that the Supervisor Orchestrator receives space approximately equal to that given the set, lighting, sound, and costume designers.

(d) The term "Orchestral Arrangements," or any such term employing the words "Orchestra," "Orchestral," etc. may not be used in billing except by the Supervisor Orchestrator. Furthermore, the terms "Arrangements" and "Arranging," etc. are reserved to the Orchestrator except for the following: Dance Arrangements (or Dance Arranger) and Vocal Arrangements (or Vocal Arranger).

(9) OUT-OF-TOWN

(a) All work done out-of-town or en route shall be charged for at book rates plus twenty-five percent (25%).

(b) Employer/Producer must guarantee all Arrangers and Orchestrators a minimum of four (4) hours per calendar day at the time rate plus the 25% out-of-town premium (in return for four (4) hours of stand-by).

(c) Producer must pay all Arrangers and Orchestrators, $151.48 per calendar day for personal travel expenses effective March 11, 2003; $153.20 effective September 1, 2003; $155.50 effective March 1, 2004; $157.23 effective September 6, 2004; $159.52 effective March 7, 2005; $161.82 effective September 5, 2005; $164.12 effective March 6, 2006; and $166.42 effective September 4, 2006.

(d) On all out-of-town calls:

(i) Employer/Producer must guarantee a two (2) day minimum for cities at a distance greater than 250 miles from New York City, including travel days.

(ii) There must be a twelve (12) hour notice of dismissal from a show.

(iii) Employer/Producer may not give notice of dismissal to an Associate Orchestrator except through his or her Supervisor. Any disputes relating to this provision shall be determined by the Supervisor of Music Preparation Services of Local 802.

(e) Employer/Producer shall provide round trip transportation. Air transportation shall be economy class on regularly scheduled airlines. Rail transportation shall be coach class. Producer shall provide rental cars when the above forms of transportation do not suffice or shall reimburse travel by personal car when requested by the Producer at the rate of thirty-two and one-half (32.5¢) cents per mile (or the latest IRS rate) for actual miles driven.

(f) Incurred expenses shall be reimbursed from point of departure (train station or air line terminal) to point of out-of-town employment and return to New York City.

(g) The costs of transporting and insuring a computer(s) for out-of-town work shall be borne by the Employer/Producer provided the computer(s) is/are under the Employer/Producer's care, custody and control.

(10) TRAVEL TIME

Travel time shall be paid at no less than the daily guarantee.

(11) PENSION

Pension contributions on behalf of Music Preparation personnel (Arrangers and Orchestrators) shall be made as follows:

(a) While the show is in pre-production and during its pre-Broadway performances the Employer/Producer shall pay eight percent (8%) of scale wages to the Union Pension Trust Fund.

(b) The period of time, if any, that Music Preparation personnel work in New York before the first paid public performance shall be considered as though the show were not in New York and pension contributions shall be made as provided in subparagraph (a).

(c) If Music Preparation personnel perform services after the first paid public performance in New York, such personnel shall, during said period of employment be entitled to eight (8%) percent pension contribution in the same manner as members of the orchestra.

(12) HEALTH

All personnel who perform Music Preparation Services shall be covered by Local 802 H.B.P. benefits.

(a) Contributions on behalf of each Music Orchestrator shall be $38.50 per day. In each succeeding six (6) month period, contributions shall increase by the amount required by the H.B.P. Trustees not to exceed $2.50.

(b) In the event the Employer/Producer makes contributions on behalf of Music Preparation Employees/Personnel in an amount which equals the eligibility requirements for six (6) months welfare coverage in Plan A the Employer/Producer need not make any additional payments for said Music Preparation Employees/Personnel. [See Article XV D(1)(a) for maximum contribution amounts.]

(13) VACATION

Producer shall pay all Music Preparation personnel a vacation payment of three percent (3%) of scale wages.

SECTION II
RULES FOR ORCHESTRATION

(1)(a) The wages specified herein are minimum charges and members of Local 802 and of other A.F. of M. locals in all their engagements and transactions must strictly observe and conform to the following wage schedules and their requirements.

(b) Although the terms "Arrange, Arranger and Arrangement" have long been used loosely to describe any and all forms of orchestration, for purposes of clarification it is hereby established that the art of Arranging, including, as it does, the creative work of harmonic, melodic, rhythmic, and contrapuntal nature, belongs to the province of creative work and the following wages and conditions are based solely upon the labor of orchestration.

(c) Wages quoted refer only to orchestration and must not be interpreted as to include Arranging (reharmonization, paraphrasing, development, etc.). Prices for arranging are left to the discretion of the person doing the work, provided, however, that the price charged shall never be less than the minimum wage for orchestrating.

(2) Orchestrating is defined as the art of scoring the various voices of an already written composition complete in form. A composition is considered complete in form when it fully represents the melodic, harmonic and rhythmic structures.

(3) A complete score for extraction is one in which all parts appear exactly as they will be copied, with the following exceptions:

(a) Normal come sopras. (Come sopras which involve continued references from page to page for the insertion of short passages are not to be considered "normal.")

(b) Col passages where no transposition is involved, i.e., unisons requiring the copying of identical notes.

(c) Piano parts to be constructed by combining exact copy of the guitar part for the right hand and exact copy of the bass part for the left hand.

(d) Bass part to be extracted from the piano part by copying the left hand exactly as written.

(4) A score page is to consist of four (4) measures, and shall be computed on the basis of a minimum of ten (10) parts or less.

(5) Voice and conductor parts written by the Orchestrator into the score shall be computed as instrumental parts.

(6) A pickup shall be computed as a full measure.

(7)(a) Divisi parts shall count as separate lines.

(b) Piano parts consisting of chord symbols and bass parts shall count as two lines.

(c) Piano parts entirely written out in notes shall count as three lines.

(d) Piano parts entirely written out with added chord symbols shall also count as three lines.

(e) Synthesizer parts shall be written as a minimum of three lines.

(f) The word "piano" is to be construed as including harp, keyboard instruments and all instruments normally written as two staves, e.g. organ, celeste, accordion, etc.

(8) Come sopras shall be paid for at the score page rate.

(9) It shall be a violation to make repeats within a chorus in order to circumvent the price; repeats, Dal Segno, etc. which appear in the composition shall be allowed.

(10) If the last page consists of two (2) measures or less it shall be computed on a half-page basis; if more than two (2) measures, on a full-page basis.

(11) Lyrics, when included in the score at the Producer's request, shall count as one line per set.

(12) The following wage rates do not include proofreading.

ORCHESTRATION WAGE RATES

(1) Ten (10) lines or fewer, per score page:

(2) For each additional line beyond ten (10), add per score page:

(3) Preparing a sketch for an orchestration is payable at fifty percent (50%) of the ten-line page rate:

(4) Adding parts to an existing score, per score page, per line:

(5) Orchestrating in the parts (without score) shall be paid at the combined price of orchestrating and copying.

(6)(a) Transcribing a melody from voice, instrument, or mechanical device, including chord symbols and lyric (one staff):

1st page (up to 32 measures):

Each additional page (up to 32 measures)

(b) Transcribing lead lines from a mechanical device and recreating an orchestration with similar voicing is to be paid at applicable orchestration scale plus:

(c) Exact transcription of all parts of a composition from a mechanical device, and recreating the orchestration, shall be paid at double the applicable orchestration scale.

(7) TIME WORK

(a) Time work may be charged only where the page rate does not apply, e.g. for routining, adjustments to orchestrations (including new introductions or endings, modulations, etc.), travel, rehearsals, conferences, sound checks, and so forth.

(b) The basic daytime hourly rate for time work shall be double the minimum page rate (including any applicable charges for additional lines).

(c) Time work shall be computed in increments of one-half (1/2) hour.

A. General Rules

(1) This Schedule establishes employment terms and conditions for Copyists hired by an Employer/Producer within the jurisdiction of Local 802 (the five boroughs of New York City, Nassau and Suffolk Counties) to render music copying services for a Broadway production. An Employer/Producer may, for a Broadway, road or other production, employ and/or subcontract music copying work to Copyists from outside the jurisdiction of Local 802, in which event this Schedule shall not apply. Copyists hired pursuant to this Schedule will provide music copying services for the run of the production unless the Employer/Producer provides written notice stating the reason, e.g., cost, quality or timeliness, for discontinuing a Copyist's services, Such decisions shall be subject to the grievance procedure, but may be overturned in arbitration only if the Union demonstrates that the reason stated was false and made in bad faith. The arbitrator may not in any circumstances question the importance of the reason or substitute his/her business or artistic judgment for that of the Employer/Producer.

(2) All Copyists, including Supervisor Copyists, hired within Local 802's jurisdiction shall be members in good standing of the Union or shall make application for membership within thirty days of employment. All rules and regulations of the Constitutions and By-laws of Local 802 and the American Federation of Musicians shall apply pursuant to Article XXIV of this Agreement.

(3) Prices specified in the schedules set forth below are minimums only. In cases where work is not classified, the price will be set pursuant to negotiation between the Employer/Producer and Local 802. Copying on contingency is strictly forbidden.

(4) At the discretion of the Musical Director, minor changes (e.g. a single note change, a repeat sign around a bar or instructions for a "tacet") may be dictated to the orchestra at rehearsal.

(5) A Copyist shall not invest in a production for which that musician is working and an Employer/Producer may not request or accept any such investment.

(6) No Copyist hired pursuant to this Schedule for a given production may serve as Orchestrator, Conductor, Orchestra Contractor, or Instrumentalist for that production. No Orchestrator, Conductor, Orchestra Contractor or Instrumentalist on a tiven production my serve as a Copyist on that production. This provision shall not prohibit an orchestrator from providing an Employer/Producer with orchestrations in digital data form; however, any extraction of instrumental parts from such orchestrations shall be performed by a Copyist.

(7) There must be a Supervisor Copyist for all theatrical productions. The Supervisor Copyist shall be responsible for giving out and collecting work, supervising and/or giving instructions concerning assignments, and any other duties required to prepare the music for performance. The Supervisor Copyist shall be paid not less than twenty-five (25%) percent above the total amount paid for the work he or she supervises, including all work done by the Supervisor. The additional Copyists shall not be required to assume the functions of the Supervisor Copyist. The Supervisor Copyist shall receive program credit on the production credit list.

B. Contracts

(1) Original Score: The Employer/Producer shall furnish to the Supervisor Copyist in writing a complete song list, instrumentation and bar count for the Original Score of the show. As soon as possible, the Supervisor Copyist shall furnish to the Employer/Producer a written estimate of the total cost of copying the Original Score. At the request of the Employer/Producer, the estimate shall be furnished based on Page Rates, on Hourly Rates or both. A Page Rate estimate will be guaranteed by the Supervisor Copyist provided that the song list, instrumentation and bar count do not change. Work shall not begin before the Employer/Producer or his/her designee give written approval of the Supervisor Copyist's estimate, including a stipulation as to whether copying shall be done based on Page Rates or Copying Hourly Rates.

(2) Changes or Additions to Original Score, New Music and Change Orders: If changes to the Original Score must be made, or if new songs or musical sequences must be added, the procedures set forth in B.(1) above shall apply to each such change or addition. Before any work begins, the Employer/Producer or his/her designee must give written approval thereof. Any work exceeding the cost of the initial estimate must be approved before work continues.

(3) It is the essence of this Agreement that no music copying services will be paid for unless the Employer/Producer or his/her designee has given prior written approval. All contracts must list the designees of the Employer/Producer who are authorized to give the approvals required by this Schedule, e.g., estimates, overtime etc.

(4) Contracts for all work must be signed in advance and deposited with Local 802 and must state whether the work is to be done at the Page Rates or Hourly Rates. An Employer/Producer or any party representing an Employer/Producer shall, if requested by Local 802, deposit in escrow with the Union sufficient and reasonable sums at such times as the Union's Supervisor of Music Preparation Services deems proper to cover charges for music copying services. Music copying services performed shall at no time exceed the escrow deposit.

(5) All bills must be presented to the Company Manager in time for payment on the regular weekly company payroll and must be paid on the regular weekly payday.

(6) All claims for copying services delivered and billed but not paid for on the regular weekly pay day must be filed with the Supervisor of Music Preparation Services of Local 802.

(7) To insure collection by the Union, contracts must be on file, work must be delivered accompanied by an itemized bill, and a copy of the signed bill sent to the Supervisor of Music Preparation Services of Local 802.

C. Rates For Copying

The rates set forth below include bar numbering, clefs, key signatures, time signatures, chord symbols, lyrics, etc.

(1) Page Rates

(a) Reeds, brass, single-line strings, and similar (one line, one note on a line): $12.50, increased to $13.00 effective March 7, 2005 and to $13.25 effective March 6, 2006.

(b) Piano, harp, synthesizer, group vocals, drums, percussion, guitar, strings, lead sheets (double line parts or more than one note on a line): $25.00, increased to $26.00 effective March 7, 2005 and to $26.50 effective March 6, 2006.

(c) Piano-vocal (piano part with vocal lines on top): $30.00, increased to $31.00 effective March 7, 2005 and to $31.75 effective March 6, 2006.

(d) Piano-conductor (piano part with vocals and orchestral reduction "conductor" line): $34.00, increased to $35.00 effective March 7, 2005 and the $36.00 effective March 6, 2006.

(2) Hourly Rates

(a) Library Rate (including rehearsals, proofreading, transposing, collating, binding parts and scores, hard copy cut-and-paste revisions, pencil-marking fixed, attendance at rehearsals and performances, and all work other than copying and/or editing): $30.00 per hour, increased to $31.00 effective March 7, 2005 and to $31.75 effective March 6, 2006.

(b) Copying-Editing Rate: $45.00 per hour, increased to $46.50 effective March 7, 2005 and to $47.50 effective March 6, 2006.

(4) Overtime rates shall continue until dismissal and shall resume upon return call unless at least nine (9) hours have elapsed.

(5) Copyist shall be guaranteed a minimum call of four (4) hours at the Library Hourly Rate. No less than the Library Hourly Rate shall be paid for travel time when a copyist is requested to travel from one place of business to another to receive or deliver work, or is requested to attend orchestra performances, rehearsals, etc.

D. Rules For Copying

(1) Rates for copying or extracting do not include any proofreading services.

(2) Proofreading parts against the score shall be charged at the Hourly Library Rate.

(3) When music copying services are performed pursuant to this schedule, all parts must include the Copyist's union number, local and year.

(4) All parts shall be written on ten (10) stave paper. Parts requiring three (3) or more staves may, if practical, be written on twelve (12) stave paper.

(5) Parts copied at Page Rates shall be computed by pages and half pages except that the first page shall be paid at the one-half page rate (1/2) unless the page extends beyond five (5) lines, in which case the full page rate shall be paid.

(6) An average of four (4) measures or more per stave shall prevail.

(7) Recopying of a full orchestra score, making a full score from individual instrumental parts or creating instrumental parts from a sketch score shall be charged for at the Copying Hourly Rate.

(8) Translating data of a digitally constructed score or sequencer file into midi tracks or notation files or parts, quantization of a sequencer file or midi tracts (i.e. correcting data translation errors), shall be paid for at the Copying Hourly Rate.

(9) Transferring files via modem, null-modem, or ISDN (or similar method), translation of files from one computer format or platform to another, and copying and/or compressing files for transfer to removable media shall be charged at the Hourly Library Rate.

E. Other Uses

(1) If orchestral parts of a Broadway production or any part thereof that were prepared by Copyists covered by this Schedule are used by the Employer/Producer and/or Composer or with their authorization in a category other than live theatrical performance, i.e., a "New Use" (e.g. cast album, live/tape television, radio/television commercial announcement, pay/cable TV, video cassette, video disk, etc.), the Copyists who prepared the parts shall be paid the minimum, applicable Local 802 or American Federation of Musicians scale (including any applicable supervision fee). The New Use payment for an original cast album shall cover any music copying work required by the Employer/Producer at the recording session(s). Any additional work required that is performed prior to the session(s) shall be paid for under the terms of the Sound Recording Labor Agreement.

(2) Paragraph E.(1) notwithstanding, neither the Employer/Producer nor the Composer shall be required to make a New Use or any other additional payment if orchestral parts of a Broadway production are used for rental publication, provided, however, that the terms of this Schedule shall apply to changes and/or additions made for that purpose.

(3) For Off-Broadway productions where the music was prepared in New York City pursuant to an agreement with Local 802, the Employer/Producer shall pay the difference between the amount paid and the appropriate minimum Local 802 Broadway rates for material actually used in the Broadway production.

(4) Orchestral parts made for a use other than a Broadway production may be used in a Broadway production without additional compensation.

(5) The Employer/Producer shall immediately notify Local 802 of any New Use.

(6) The substance and intent of this Section shall be incorporated in agreements by which an Employer/Producer grants rights to use orchestral parts copied under this Schedule.

F. Materials and Facilities

(1) All paper, necessary working materials, and printing of duplicate parts shall be supplied by the Employer/Producer or furnished by the Supervisor at cost. The Employer/Producer shall have the option to provide adequate facilities for Copyists. All facilities provided by Copyists shall be paid for by the Employer Producer at the rate of $120.92 per day through March 11, 2004; the percentage increase in each succeeding year of this Agreement shall be the average percentage established by the rent stabilization guidelines for New York City for one and two year leases or residential apartments. Messenger service (pickup and delivery), postage and shipping shall be paid for by the Employer/Producer.

(2) All digital data in any storage medium (including but not limited to optical drives, hard drives, DAT, disk, etc.) to generate computer scores shall be the sole property of the Employer/Producer and may be used for purposes other than the originally contracted for purposes upon payment provided herein, if applicable.

(3) When out-of-town, all paper, necessary working materials, printing of duplicate parts, and facilities shall be supplied by the Employer/Producer or furnished by the Supervisor Copyist at cost. At no time shall the facilities be part of the living quarters of the Copyist. Messenger service (pickup and delivery) shall be paid for by the Employer/Producer.

(4) No office space charge or commissions shall be deducted from wages.

G. Out-of-Town

(1) If a Copyist is required by the Employer/Producer to work out-of-town, the Employer/Producer shall pay for and furnish the Copyist with economy class round-trip air, rail or bus transportation from and to New York City. Such travel shall be on carriers and at times determined by the Employer/Producer in its sole discretion. The Employer/Producer shall provide rental cars when the above forms of transportation do not suffice or shall reimburse travel by personal car when requested by the Employer/Producer at the rate of thirty-two and one-half (32.5) cents per mile (or the latest IRS rate) for actual miles driven. In addition, for each day that a Copyist is required to work out-of-town, the Employer/Producer shall furnish and pay for single-room accommodations (including applicable taxes) in a first-class hotel of Employer/Producer's choice, and pay to the Copyist Fifty Dollars ($50.00) per day, except for travel days when the Copyist returns to New York City before 12:00 p.m. The Copyist shall be responsible for any room service, laundry cleaning or other incidental hotel charges.

(2) For each day that a Copyist is required by the Employer/Producer to perform out-of-town work, the Copyist shall be guaranteed a minimum six (6) hours per day at the Hourly Library Rate, which shall be offset against any actual work performed. This minimum payment shall not be made on the day designated forty-eight (48) hours in advance by the Employer/Producer as the "day off" for that Copyist. The designated day off may be changed on forty-eight (48) hours notice.

(3) Travel time shall be paid at no less than the daily guarantee unless travel occurs on an employee's designated day off.

(4) The Employer/Producer shall guarantee a two (2) day minimum for travel to cities more than 250 miles from New York City, including travel days.

(5) A Copyist working out-of-town whose employment is terminated after 6:00 p.m. shall be paid the minimum for the following day.

(6) Incurred expenses shall be reimbursed from point of departure (train station or air line terminal) to point of out-of-town employment and return to New York City.

(7) The costs of transporting and insuring a computer(s) for out-of-town work shall be borne by the Employer/Producer provided the computer(s) is/are under the Employer/Producer's care, custody and control.

H. Pension

Pension contributions on behalf of Copyists shall be made as follows:

(1) During pre-production and pre-Broadway performances, the Employer/Producer shall pay eight (8%) percent of scale wages to the Union Pension Trust Fund.

(2) The period of time, if any, that Copyists work in New York City before the first paid public performance shall be as though the show were not in New York City and pension contributions shall be made as provided in Section H.(1).

(3) Copyists who perform services after the first paid public performance in New York City shall be entitled during said employment to 8% pension contribution in the same manner as members of the orchestra.

I. Health

Copyists shall be covered by Local 802 H.B.P. benefits as follows:

(1) Contributions on behalf of each Copyist shall be $38.50 per day.

(2) In each succeeding six (6) month period, contributions shall increase by the amount required by the H.B.P. Trustees not to exceed $2.50.

(3) In the event the Employer/Producer makes contributions on behalf of Copyists in an amount which equals the eligibility requirements for six (6) months welfare coverage in Plan A, the Employer/Producer need not make any additional payments for said Copyists.

J. Vacation

Copyists shall receive a vacation payment of three percent (3%) of scale wages.

XXIII. MINIMUM

There shall be no required minimum number of musicians for productions. However, once the show begins orchestra rehearsals, the instrumentation may not be reduced. Local 802, MTC, and Actor's Equity Association shall have the joint responsibility to determine whether an individual is correctly classified as a musician.

XXIV. SUCCESSORS AND ASSIGNS

In the event the Employer sells, transfers or assigns its rights to a production, any purchaser, transferee, or assignee (collectively, "successor") shall be solely liable for the complete performance of this Agreement. A successor shall be defined as any person(s), corporations, partnerships or other legal entity which receives the rights of the Employer to present the production for public performance, whether or not said entity hires a majority of the former musicians.

XXV. INSTRUMENTATION

A. Commencing on the effective date of this Agreement and continuing for one year, or until the completion of the Union's upcoming negotiations with The League, whichever is later, there shall be no use of any virtual orchestra machine. Compositions written expressly for live musician(s) with synthesized, electronic or pre-recorded sound, but excluding the use of the virtual orchestra machine, will also be acceptable.

B. If, upon the completion of negotiations between the Union and The League, an agreement is reached with respect to virtual orchestras, such agreement shall replace paragraph A above.

C. If the Union and The League do not reach an agreement with respect to virtual orchestras, paragraph A. above shall be void.

XXVI. RECORDING

A. No performance shall be recorded, reproduced or transmitted in any manner whatsoever from the place of performance or any other location unless there is a specific written agreement with Local 802 or the American Federation of Musicians ("AFM") relating to and permitting such recording, reproduction or transmission.

B. No musician/employee shall be discharged or penalized in any manner whatsoever if said musician/employee refuses to play or work on a recording, reproduction or transmission of any kind for which there is no written agreement with Local 802 or the AFM.

C. The New York Public Library for the Performing Arts shall be permitted to make an archival recording under the terms of the currently existing agreement between the AFM and the New York Public Library for the Performing Arts.

XXVII. OTHER PRODUCTIONS

In the event the Employer mounts another production of this show, the Employer agrees that the musician/employees of said production shall be engaged pursuant to an agreement with Local 802 or the AFM or another AFM local, whichever is applicable in accordance with AFM rules, regulations and By-laws.

XXVIII. SEPARABILITY

In the event that one or more clauses or terms of this Agreement are found to be in violation of the law, all remaining clauses and terms shall remain in full force and effect.

XXIX. ACKNOWLEDGMENT OF THE UNION

A. The Employer agrees to insert the following line into the program: "The Musicians employed in this production are members of and represented by the Associated Musicians of Greater New York, Local 802 of the American Federation of Musicians" and to include the logo of Local 802. Local 802 shall provide the logo.

B. The names of the regular orchestra members will be included in the Playbill listing in a type no smaller than that afforded the understudies' listing or immediately preceding the "Who's Who in the Cast."

C. The Employer agrees that if the cast is introduced, the musicians will also be acknowledged and when possible, the conductor individually.

XXX. DURATION

The duration of this Agreement shall be September 1, 2006 through August 31, 2010 except for Article XIII, IDENTITY WITH THE PRODUCT, Article XXIV, SUCCESSORS and ASSIGNS and Article XXVII, OTHER PRODUCTIONS, which shall remain in effect for three years following the ending date of this Agreement. Sixty (60) days prior to the termination date of this Agreement either party may contact the other for the purpose of negotiating a new agreement.

XXXI. RATIFICATION

Once this Agreement is fully executed, it will be subject to the ratification of the Local 802 Executive Board. The Employer will be notified of said ratification.