be higher because of ASCAP's greater licensing costs; and there would be many more infringing performances of copyrighted works. Similar inefficiency and added cost would result if

ASCAP licensed performances at conventions and trade shows by licensing the locations at which activities at such events were presented. Once again, multiple licenses would be necessary for each event having activities at more than a single location, and then only those performances taking place at licensed locations would be authorized; all other unauthorized performances presented in conjunction with such events would violate the copyright owners' rights.

Guided by the foregoing considerations, ASCAP first approached major trade associations in the convention and trade show industry in 1988 by contacting the Convention Liaison Council (an industry planning and advisory group) and offering to negotiate an industry-wide license agreement. ASCAP anticipated that the industry would recognize the obligation of event sponsors to obtain authorization for performances of music at their conventions, trade shows and similar events. That was not the case, however neither the Convention Liaison Council nor any of the industry's leaders indicated the slightest interest in ASCAP's offer.

Unable to interest the convention and trade show industry in negotiations, ASCAP in 1989 unilaterally promulgated a form of license agreement for sponsors of conventions, trade shows and similar events. The new agreement was offered to those

event sponsors who we could identify from publicly available trade sources.

Shortly after ASCAP promulgated its new form of license agreement for conventions, trade shows and similar events, representatives of a major trade organization, the National Association of Exposition Managers ("NAEM"), contacted ASCAP and asked that ASCAP negotiate a different form of license agreement. Interestingly, NAEM itself was a member of the Convention Liaison Council when that organization rejected ASCAP's offer to negotiate an industry-wide license agreement. (NAEM recently changed its name to the "International Association of Exposition Managers.")

NAEM's negotiators represented a wide range of interests within the convention and trade show industry, and included Daniel J. Sladek, World of Concrete; Nancy P. King, ExpositionsMeetings-Conventions, Inc.; Gary Shapiro, Esq., General Counsel, Electronic Industries Association; and Donald J. Walter, the President of NAEM. NAEM was also represented by its General Counsel, Sheldon I. London, Esq., of the Washington, D.C. law firm of London & Satagaj.

After months of discussions and two all-day meetings, ASCAP agreed with the NAEM on a new form of agreement to be offered to sponsors of conventions, trade shows and similar

events.

On March 2, 1990, a joint press conference announcing the new agreement was held in Washington, D. C., where the NAEM

has its offices. A copy of the ASCAP-NAEM joint press release, dated March 2, 1990 and captioned "NAEM ENDORSES ASCAP REVISED LICENSE AGREEMENT FOR EXPOSITION INDUSTRY," is annexed as Attachment A.

For its part, NAEM sent a letter to its members dated March 2, 1990, a copy of which is annexed as Attachment B. In that letter, NAEM advised its members of the successful conclusion of negotiations with ASCAP and stated that, in the opinion of NAEM, the new form of license agreement " is more fair

and more reasonable than the license offered in 1989." In addition, NAEM stressed that it had undertaken negotiations with ASCAP "only when it became absolutely clear that ASCAP's request for a license could be legally sustained by federal law and case precedents." The license agreement authorized all performances

of music in the ASCAP repertory presented during, and as part of, licensed events.

At NAEM's request, ASCAP agreed that for those event sponsors who had signed ASCAP license agreements in 1989 and paid license fees, ASCAP would credit license fees already paid to those due under the new agreement for 1990. The ASCAP-NAEM agreement was offered to the industry generally, but only a few trade show producers accepted it.

Shortly thereafter, ASCAP was approached by a "Music Licensing Task Force," comprised of representatives of

the

American Society of Association Executives ("ASAE"), Meeting

Planners International ("MPI"), the Religious Conference Managers

Association ("RCMA") and the Professional Convention Management Association ("PCMA"), which in the aggregate represented a larger number of trade show producers than NAEM. The Music Licensing Task Force expressed the view that the new form of ASCAP license agreement negotiated with NAEM did not address the real concerns or needs of the convention, exposition and trade show industry at large. In effect, ASCAP was being asked to renegotiate its convention license agreement, and once again, ASCAP did so.

Like NAEM, all the members of the Music Licensing Task Force were members of the Convention Liaison Council when that organization rejected ASCAP's offer of industry-wide negotiations in 1988.

Negotiations for this third version of an ASCAP license agreement for sponsors of conventions, trade shows and similar events occurred during the period March through October, 1990. Throughout these negotiations, the Music Licensing Task Force was represented by Jonathan Howe, Esq., of Howe & Hutton, Ltd., Chicago, Illinois.

Significantly, and for their own reasons, NAEM would not agree to participate with the Music Licensing Task Force in negotiations with ASCAP. Therefore, to fulfill its obligations under § IV (C) of the 1950 Judgment in formulating uniform license terms for an entire industry of similarly situated users, ASCAP conducted separate negotiations with both NAEM and the Music Licensing Task Force.

The agreement negotiated in 1989 between ASCAP and NAEM and offered to event sponsors was for an initial term of one year commencing January 1, 1990, and was automatically self-renewing thereafter for additional terms of one year each unless terminated by either party. Therefore, there was no impediment to terminating the licenses granted by that agreement at the end of their initial terms and offering a new form of license agreement that might have been formulated in the interim. In any event, NAEM welcomed the opportunity to renegotiate the earlier agreement apparently because of dissatisfaction with that agreement voiced by certain NAEM members.

The final form of license agreement negotiated between ASCAP and the Music Licensing Task Force was approved and endorsed by the Task Force in November 1990. The Task Force also specifically approved the initial letter by which ASCAP offered the new license agreement to the industry, and a Questions and Answers brochure which accompanied and explained the license agreement. Copies of the ASCAP License Agreement for Conventions, Expositions, Industrial Shows, Meetings and Trade Shows, the Questions and Answers brochure and the offer letter are annexed as composite Attachment C.

Under this form of license agreement, a license fee is due for each event presented at which music is performed. The fee varies depending upon the number of people who attend each event and whether mechanical music, live music, or both mechanical and live music are performed. The Task Force requested, and