Amendment Dated March 13 2007 To U.s. Pick, Pack And Shipping Services Agreement

Exhibit 10.2

EXECUTION COPY

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

WARNER-ELEKTRA-ATLANTIC CORPORATION

75 Rockefeller Plaza

New York, New York 10019

Dated: March 13, 2007 Cinram Distribution LLC

Cinram GmbH c/o Cinram International Inc.

2255 Markham Road Scarborough, Ontario M1B 2W3

Canada Attention: Dave Rubenstein

Gentlemen: Reference is made to each of the US Pick, Pack and Shipping Services Agreement between Cinram Distribution LLC (" Cinram Distribution" ) and Warner-Elektra-Atlantic Corporation (" WEA" ) dated as of October 24, 2003 (the " US PPS Agreement" ), the International Pick, Pack and Shipping Services Agreement between Cinram GmbH and WEA International Inc. (" WMI" ) dated as of October 24, 2003 (the " International PPS Agreement" ) and the amendment to each of the US PPS Agreement and the International PPS Agreement dated as of September 6, 2006 (the " First Amendment" ). Any terms which are used below and which are defined in the US PPS Agreement or the International PPS Agreement shall have the same meanings and definitions as set forth therein, unless otherwise indicated. This letter, when signed by Cinram Distribution, Cinram GmbH, WEA and WMI, shall constitute an agreement to further modify each of the US PPS Agreement and International PPS Agreement as hereinafter provided, effective as of the date hereof. 1. (a) Subparagraph 13(a)(xxix) of the US PPS Agreement, as amended by the First Amendment, is hereby deleted in its entirety and replaced with the following:

" (xxix) " Term" shall mean the period commencing on the Closing Date, as such term is defined in the Stock Purchase Agreement, and ending on December 31, 2010, subject to earlier termination in accordance with Paragraph 11."

(b) Subparagraph 13(a)(v) of the International PPS Agreement is hereby deleted in its entirety and replaced with the following:

" (v) " Exclusive Territory" shall mean Germany, Austria, Switzerland, Netherlands, Denmark, Belgium, the Czech Republic, Finland, Norway, and Sweden." (c) Subparagraph 13(a)(xxvi) of the International PPS Agreement, as amended by the First Amendment, is hereby deleted in its entirety and replaced with the following:

" (xxvi) " Term" shall mean the period commencing on the Closing Date, as such term is defined in the Stock Purchase Agreement, and ending on December 31, 2010, subject to earlier termination in accordance with Paragraph 11."

2. [*].

3. Paragraph 2 of the First Amendment is hereby deleted in its entirety and shall be deemed null and void ab initio .

4. Each of Schedules A, B, C, D, E and F to the International PPS Agreement are hereby deleted in their entirety and replaced with the Schedules attached hereto. 5. [*].

6. Except as expressly modified in this amendment, all other terms and conditions of the US PPS Agreement and the International PPS Agreement are hereby ratified and confirmed and will remain in full force and effect. If the foregoing is acceptable, please acknowledge the same by signing in the appropriate place below. Very truly yours, WARNER-ELEKTRA-ATLANTIC CORPORATION

By:

/s/ PAUL ROBINSON Paul Robinson WEA INTERNATIONAL INC.

By:

/s/ PAUL ROBINSON Paul Robinson

Accepted and Agreed to:

CINRAM DISTRIBUTION LLC


By:

/s/ DAVE RUBENSTEIN An authorized signatory

CINRAM GmbH


By:

/s/ JOHN FITZGERALD An authorized signatory

CINRAM INTERNATIONAL INC., on behalf of Cinram Manufacturing, LLC, Cinram Distribution LLC, Ivy Hill Corporation, Giant Merchandising, Inc. and Giant Merchandising


By:

/s/ DAVE RUBENSTEIN An authorized signatory

Schedule A

Service Level Requirements

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Schedule B

WMI' S Code of Conduct For Third Party Service Providers

1. Company will not (without WMI' s written consent) manufacture merchandise utilizing any properties the copyright or trademark to which is owned or licensed exclusively by WMI, or its wholly owned or controlled affiliates other than Products in accordance with this Agreement.

2. Company shall not use child labor in the manufacturing, packaging or distribution of Products. The term " child" refers to a person younger than the local legal minimum age for employment or the age for completing compulsory education, but in no case shall any child younger than fifteen (15) years of age (or fourteen (14) years of age where local law allows) be employed in the manufacturing, packaging or distribution of Products.

3. Company shall only employ persons whose presence is voluntary. Company shall not use any forced or involuntary labor, whether prison, bonded, indentured or otherwise.

4. Company shall treat each employee with dignity and respect, and shall not use corporal punishment, threats of violence, or other forms of physical, sexual, psychological or verbal harassment or abuse. 5. Company shall not discriminate in hiring and employment practices, including salary, benefits, advancement, discipline, termination, or retirement on the basis of race, religion, age, nationality, social or ethnic origin, sexual orientation, gender, political opinion or disability.

6. Company recognizes that wages are essential to meeting employees' basic needs. Company shall comply, at a minimum, with all applicable wage and hour laws, including minimum wage, overtime, maximum hours, piece rates and other elements of compensation, and shall provide legally mandated benefits. If local laws do not provide for overtime pay, Company shall pay at least regular wages for overtime work. Except in extraordinary business circumstances, Company shall not require employees to work more than the lesser of (a) forty-eight (48) hours per week and twelve (12) hours overtime or (b) the limits on regular and overtime hours allowed by local law, or, where local law does not limit the hours of work, the regular work week in such country plus twelve (12) hours overtime. In addition, except in extraordinary business circumstances, employees will be entitled to at least one (1) day off in every seven (7)-day period. Company agrees that, where local industry standards are higher than applicable legal requireme ...