WORK THAT GROWN WOMAN FEATURING LUDACRIS

JUST FINEFEEL LIKE A WOMAN

STAY DOWNHURT AGAIN

SHAKE DOWN FEATURING USHERTILL THE MORNING

ROSESFADE AWAY

WHAT LOVE ISWORK IN PROGRESS (GROWING PAINS)

TALK TO MEIF YOU LOVE ME?

SMOKECOME TO ME (PEACE)

I wanna start by just giving all the praise, honor, and glory to my Lord and Savior

JESUS CHRIST because I would have no life without his love, guidance and for-

giveness. ~ I wanna thank my husband who is also my best friend & manager. So

husband, I love you. Thank you sooo much for being with me. My babies (Jordan

& Nasir) who love and support me all the time, I love you sooo Much! ~ I want to

thank my fans, for seeing me through this, growing with me and for all of your prayers,

thank you. I want to thank the people instrumental in helping me get there. ~ My

Family: Thomas Blige, Cora Blige, Latonya Blige-Decosta, Jonquell Dillard, Albert

Walton, Jr., Xenos Decosta Jr., Clement Isaacs, Barbara Isaacs, Holly Wilson,

Derek Wilson, Sharon Harris, Nicole Harris, Symone Harris. ~ I want to thank

my staff: Andrew Reid, Huggy Michael Carter, Derek Henry, Sharon Harris,

Stass, Marlon, Chris Kansy, my trainers: Greg Miele and Mark Jenkins, my busi-

ness managers: Gelfand, Rennert & Feldman: Ron Nash, Stanley Lim, Anne

Marie Tumulty, Sonsera Alford. ~ My band members and background vocalists,

thank you. My lawyers: Allen Grubman, Kenny Meiselas and Sonya Guardo. ~I want to thank my record company, Geffen Records: Thank you Doug Morris for

giving me a home to make my music for people – it’s a dream come true. Thank you

Jimmy Iovine for your vision and seeing and believing in me. Thank you Ron Fair &

Jeff Harleston. Thank you Christopher Hicks. Thank you Alicia Graham, thank

you so much for all your help especially when we really needed help, you were there.

Thank you Step Johnson, thank you so much for understanding and knowing what

my fans mean to me and what they need. Thank you David Cohen, Gita Williams,

Nicole Ehrlich, Paul Kremen, Niki Benjamin, Steve Berman, Martin

Kierzenbaum, Brenda Romano, Doug Daniel, Nino Cuccinello, Jurgen Grebner,

Candace Berry, Yvette Gayle, Levetta Futrell, Tresa Saunders, Darren Wolf,

Shawn Suggs, Lisa Frank, Tomoko Itoki, Garrett Williams, Gretchen Anderson,

Cindy Cooper, Drew Fitzgerald, Esther Collins, Troy Marshall, Aaron Foreman,

Jycorri Robinson, Tom Williams, Jim Merlis, Hylah Hedgepeth, Don Robinson,

Mark Barnes, Buffy Hublebank, Rand Hoffman, Craig Marshall, Todd Douglas,

Brenda Reynoso, Scott Kamins, Tamiko Umoren, Luke Wood, thank you. If I

missed anybody in that building that’s grinding for me right now, thank you so much.

Steve Stoute & Charles Wright, thank you for the big ideas. ~ Thank you Usher

Raymond, Ludacris, Busta Rhymes, Lil Mama & Eve for blessing the studio. ~Thank you to all the producers who worked on this album: Theron “Neff-U”

Feemster, Dejoin Madison, Tricky Stewart, Jazze Pha, Pharrell Williams,

StarGate, Chuck Harmony, Eric Hudson, Dre & Vidal, Bryan Cox, Syience, Kuk

Harrell, Ron Fair. ~ Thank you to my writing partners: Sean Garrett, The Dream,

Ne-Yo, Johnta Austin, Brian Sledge. ~ Thank you Dave “Hard- Drive” Pensado

and Jaycen Joshua for the great mixes. Danny Cheung, Pat Dillett, Duro, Bernie

Grundman & Brian “Big Bass” Gardner.

WORK THAT

PRODUCED BY THERON OTIS FEEMSTER FOR FEEMSTAR MUSIC, INC. CO PRODUCED BY

SEAN “THE PEN” GARRETT FOR THE PRACTICE: TEAM S. DOT WRITTEN BY MARY J. BLIGE,

THERON OTIS FEEMSTER, & SEAN GARRETT PUBLISHERS: MARY J. BLIGE MUSIC /UNIVERSAL

MUSIC CORP. (ASCAP); ZOMBA-UNIVERSAL MUSIC PUBLISHING/ FEEMSTRO (ASCAP); TEAM S.

DOT PUBLISHING (BMI)/ HITCO MUSIC (BMI). ALL RIGHTS RESERVED O/B/O TEAM S. DOT

PUBLISHING AND ADMINISTERED BY SONGS OF WINDSWEPT PACIFIC (BMI) VOCALS

RECORDED BY DANNY CHEUNG & KUK HARRELL ALL MUSIC BY THERON OTIS FEEMSTER

ADDITIONAL VOCALS BY SEAN “THE PEN” GARRETT ADDITIONAL ENGINEERING BY CHRIS

“TEK” O’RYAN FOR NEWFAZE ENTERTAINMENT RECORDED AT MATRIARCH STUDIOS, LOS

ANGELES, CA & STUDIO ATLANTIS, LOS ANGELES, CA MIXED BY DAVE PENSADO AND JAYCEN

JOSHUA FOR THE PENUA PROJECT AT LARRABEE STUDIO, NORTH HOLLYWOOD, CA

GROWN WOMAN FEATURING LUDACRIS

PRODUCED BY “DEJOIN” WRITTEN BY MARY J. BLIGE, TERIUS NASH, DEJOIN MADISON &

CHRISTOPHER BRIDGES PUBLISHERS: MARY J. BLIGE MUSIC /UNIVERSAL MUSIC CORP.

(ASCAP); 2082 MUSIC PUBLISHING (ASCAP); DEJOIN MUSIC (ASCAP)/ LUDACRIS WORLDWIDE

PUBLISHING/EMI APRIL MUSIC INC (ASCAP) ADDITIONAL VOCALS BY THE DREAM VOCALS

RECORDED BY DANNY CHEUNG & KUK HARRELL RECORDED AT MATRIARCH STUDIOS, LOS

ANGELES, CA, CHALICE STUDIO, LOS ANGELES, CA & TRIANGLE SOUND STUDIOS, ATLANTA,

GA MIXED BY DAVE PENSADO AND JAYCEN JOSHUA FOR THE PENUA PROJECT AT

LARRABEE STUDIO, NORTH HOLLYWOOD, CA

JUST FINE

PRODUCED BY C. “TRICKY” STEWART FOR REDZONE ENTERTAINMENT & JAZZE PHA FOR

FUTURISTIC ENTERTAINMENT LYRICS AND MELODY BY MARY J. BLIGE & THE DREAM MUSIC

BY C. “TRICKY” STEWART & JAZZE PHA PUBLISHERS: MARY J. BLIGE MUSIC /UNIVERSAL

MUSIC CORP. (ASCAP); SONGS OF PEER/MARCH 9TH PUBLISHING (ASCAP); BUBBA GEE

MUSIC/WARNER CHAPPELL MUSIC PUBLISHING (BMI); 2082 MUSIC/WB MUSIC PUBLISHING

(ASCAP) VOCALS PRODUCED AND RECORDED BY KUK HARRELL FOR REDZONE

ENTERTAINMENT PERCUSSION: OMAR PHILLIPS DRUM PROGRAMMING AND KEYBOARDS:

C. “TRICKY” STEWART & JAZZE PHA BASS: ANDRE’ BOWMAN HORNS: DWAYNE DUGGER,

JAMES KING & JAYE PRICE ADDITIONAL RECORDING BY COREY WILLIAMS FOR EXPAND

MUSIC GROUP & ALEC NEWELL RECORDED AT TRIANGLE SOUND STUDIOS, ATLANTA, GA. &

STUDIO ATLANTIS, LOS ANGELES, CA ASSISTED BY OMAR RENYA MIXED BY DAVE PENSADO

& JAYCEN JOSHUA FOR THE PENUA PROJECT AT LARRABEE STUDIO, NORTH HOLLYWOOD,

CA PRODUCTION MANAGER: JUDI ACOSTA-STEWART

FEEL LIKE A WOMAN

PRODUCED BY THERON OTIS FEEMSTER FOR FEEMSTAR MUSIC, INC. WRITTEN BY MARY J.

BLIGE, THERON OTIS FEEMSTER, & TERIUS NASH PUBLISHERS: MARY J. BLIGE MUSIC

/UNIVERSAL MUSIC CORP. (ASCAP); ZOMBA-UNIVERSAL PUBLISHING/ FEEMSTRO (ASCAP);

2082 MUSIC/ WB MUSIC PUBLISHING (ASCAP) ALL INSTRUMENTS BY THERON OTIS

FEEMSTER VOCALS PRODUCED AND RECORDED BY KUK HARRELL FOR REDZONE

ENTERTAINMENT ADDITIONAL ENGINEERING BY CHRIS “TEK” O’RYAN FOR NEWFAZE

ENTERTAINMENT RECORDED AT STUDIO AT THE PALMS, LAS VEGAS, NV MIXED BY DAVE

PENSADO AND JAYCEN JOSHUA FOR THE PENUA PROJECT AT LARRABEE STUDIO, NORTH

HOLLYWOOD, CA

STAY DOWN

PRODUCED BY BRYAN-MICHAEL COX FOR BLACKBABY ENTERTAINMENT, INC. WRITTEN BY

MARY J. BLIGE, BRYAN-MICHAEL COX, & JOHNTA AUSTIN PUBLISHERS: MARY J. BLIGE MUSIC

/UNIVERSAL MUSIC CORP. (ASCAP); WBM MUSIC CORP. O/B/O ITSELF AN SONGS IN THE KEY

OF B FLAT, INC. NOONTIME SOUTH (SESAC); NAKED UNDER MY CLOTHES/CHRYSALIS

MUSIC PUBLISHING (ASCAP) ALL INSTRUMENTS BY BRYAN-MICHAEL COX STRINGS

ARRANGED AND CONDUCTED BY RON FAIR MUSIC RECORDED BY ALEC NEWELL & SAM

THOMAS FOR SAM I AM PRODUCTIONS/MILK MONEY CONSULTING, INC. VOCALS PRO-

DUCED AND RECORDED BY KUK HARRELL FOR REDZONE ENTERTAINMENT RECORDED AT

MATRIARCH STUDIOS, LOS ANGELES, CA & STUDIO ATLANTIS, LOS ANGELES, CA

ADDITIONAL ENGINEERING BY CHRIS “TEK” O’RYAN FOR NEWFAZE ENTERTAINMENT

ASSISTED BY NICK BANNS & DRU CASTRO MIXED BY DAVE PENSADO & JAYCEN JOSHUA

FOR THE PENUA PROJECT AT LARRABEE STUDIO, NORTH HOLLYWOOD, CA

HURT AGAIN

PRODUCED BY ANDRE HARRIS AND VIDAL DAVIS FOR VIDAL/DRE PRODUCTIONS WRITTEN BY MARY J. BLIGE, ANDRE HARRIS, VIDAL

DAVIS, BRIAN SLEDGE PUBLISHERS: MARY J. BLIGE MUSIC /UNIVERSAL MUSIC CORP. (ASCAP); DIRTY DRE MUSIC/UNIVERSAL (ASCAP);

LIL VIDAL MUSIC/ UNIVERSAL (ASCAP); BRIAN SLEDGE PUBLISHING DESIGNEE VOCALS RECORDED BY KENDU ISAACS RECORDED AT

MATRIARCH STUDIOS, LOS ANGELES, CA & STUDIO 609, PHILADELPHIA, PA ADDITIONAL ENGINEERING BY CHRIS “TEK” O’RYAN FOR

NEWFAZE ENTERTAINMENT MIXED BY DAVE PENSADO & JAYCEN JOSHUA FOR THE PENUA PROJECT AT LARRABEE STUDIO, NORTH

HOLLYWOOD, CA

SHAKE DOWN FEATURING USHER

PRODUCED BY C. “TRICKY” STEWART FOR REDZONE ENTERTAINMENT & JAZZE PHA FOR FUTURISTIC ENTERTAINMENT LYRICS AND

MELODY BY MARY J BLIGE, THE DREAM & U. RAYMOND MUSIC BY C. “TRICKY” STEWART & JAZZE PHA PUBLISHERS: MARY J. BLIGE

MUSIC/UNIVERSAL MUSIC CORP. (ASCAP); SONGS OF PEER MUSIC/MARCH 9TH MUSIC PUBLISHING (ASCAP); BUBBA GEE /WARNER

CHAPPELL MUSIC PUBLISHING (BMI); 2082 MUSIC/WB MUSIC PUBLISHING (ASCAP); MELODY MUSIC (ASCAP)/ EMI VOCALS PRODUCED

AND RECORDED BY KUK HARRELL FOR REDZONE ENTERTAINMENT ADDITIONAL VOCALS BY THE DREAM DRUM PROGRAMMING: C.

“TRICKY” STEWART KEYBOARDS: C. “TRICKY” STEWART & JAZZE PHA STRINGS: LEE BLASKE ADDITIONAL RECORDING BY COREY

WILLIAMS FOR EXPAND MUSIC GROUP ADDITIONAL ENGINEERING BY CHRIS “TEK” O’RYAN FOR NEWFAZE ENTERTAINMENT

OVERDUBS AND POSTPRODUCTION RECORDING BY PAT THRALL RECORDED AT TRIANGLE SOUND STUDIOS, ATLANTA, GA. AND

STUDIO AT THE PALMS, LAS VEGAS, NV MIXED BY DAVE PENSADO & JAYCEN JOSHUA FOR THE PENUA PROJECT AT LARRABEE

STUDIOS, NORTH HOLLYWOOD, CA ASSISTED BY ANDREW WUEPPER & GREG WHITESIDE PRODUCTION MANAGER: JUDI ACOSTA-

STEWART

TILL THE MORNING

PRODUCED BY THE NEPTUNES WRITTEN BY PHARRELL WILLIAMS PUBLISHER: WATERS OF NAZARETH PUBLISHING/ EMI-

BLACKWOOD MUSIC, INC. (BMI) RECORDED BY ANDREW COLEMAN AT THE RECORD PLANT, LOS ANGELES, CA ASSISTED BY MIKE

HOGUE VOCALS RECORDED BY KUK HARRELL & KENDU ISAACS RECORDED AT MATRIARCH STUDIOS, LOS ANGELES, CA & STUDIO

ATLANTIS, LOS ANGELES, CA ADDITIONAL RECORDING BY CHRIS “TEK” O’RYAN FOR NEWFAZE ENTERTAINMENT MIXED BY SUPA ENGI-

NEER DURO FOR CHAIRMAN OF THE BOARD AT THE RECORD PLANT, LOS ANGELES, CA AND DAVE PENSADO & JAYCEN JOSHUA FOR

THE PENUA PROJECT AT LARRABEE STUDIOS, NORTH HOLLYWOOD, CA

ROSES

PRODUCED BY C. “TRICKY” STEWART FOR REDZONE ENTERTAINMENT LYRICS AND MELODY BY MARY J. BLIGE & THE DREAM MUSIC

BY C. “TRICKY” STEWART PUBLISHERS: MARY J. BLIGE MUSIC /UNIVERSAL MUSIC CORP. (ASCAP); SONGS OF PEER/MARCH 9TH

PUBLISHING (ASCAP); 2082 MUSIC/WB MUSIC PUBLISHING (ASCAP) VOCALS PRODUCED AND RECORDED BY KUK HARRELL FOR

REDZONE ENTERTAINMENT OVERDUBS AND POSTPRODUCTION RECORDING BY PAT THRALL RECORDED AT STUDIO AT THE PALMS,

LAS VEGAS, NV AND LEGACY STUDIOS, NEW YORK, NY MIXED BY DAVE PENSADO & JAYCEN JOSHUA FOR THE PENUA PROJECT AT

STUDIO AT THE PALMS, LAS VEGAS, NV PRODUCTION MANAGER: JUDI ACOSTA-STEWART

FADE AWAY

PRODUCED BY STARGATE FOR DELIRIOUS BLACKSMITH MANAGEMENT, LTD. CO PRODUCED BY NE-YO FOR COMPOUND

ENTERTAINMENT, LLC WRITTEN BY MARY J. BLIGE, T.E. HERMANSEN, & M.S. ERIKSEN LYRICS WRITTEN BY NE-YO PUBLISHERS: MARY J.

BLIGE MUSIC /UNIVERSAL MUSIC CORP. (ASCAP); PEN IN THE GROUND PUBLISHING (ASCAP) ADM. BY UNIVERSAL SONGS- Z SONGS;

SONY ATV MUSIC PUBLISHING (ASCAP); EMI MUSIC PUBLISHING (ASCAP) ALL INSTRUMENTS BY MIKKEL S. ERIKSEN & TOR ERIK

HERMANSEN RECORDED BY MIKKEL S. ERIKSEN AT BATTERY STUDIOS, NEW YORK, NY VOCALS RECORDED BY PAT DILLETT & KENDU

ISAACS RECORDED AT MATRIARCH STUDIOS, LOS ANGELES, CA ADDITIONAL ENGINEERING BY CHRIS “TEK” O’RYAN FOR NEWFAZE

ENTERTAINMENT MIXED BY DAVE PENSADO & JAYCEN JOSHUA FOR THE PENUA PROJECT AT LARRABEE STUDIOS, NORTH

HOLLYWOOD, CA

WHAT LOVE IS

PRODUCED BY STARGATE FOR DELIRIOUS BLACKSMITH MANAGEMENT, LTD. CO PRODUCED BY NE-YO FOR COMPOUND

ENTERTAINMENT, LLC WRITTEN BY MARY J. BLIGE, T.E. HERMANSEN, & M.S. ERIKSEN LYRICS WRITTEN BY NE-YO PUBLISHERS: MARY J.

BLIGE MUSIC /UNIVERSAL MUSIC CORP. (ASCAP); PEN IN THE GROUND PUBLISHING (ASCAP) ADM. BY UNIVERSAL SONGS- Z SONGS;

SONY ATV MUSIC PUBLISHING (ASCAP); EMI MUSIC PUBLISHING (ASCAP) ALL INSTRUMENTS BY MIKKEL S. ERIKSEN & TOR ERIK

HERMANSEN STRINGS ARRANGED AND CONDUCTED BY RON FAIR RECORDED BY MIKKEL S. ERIKSEN AT BATTERY STUDIOS, NEW

YORK, NY VOCALS RECORDED BY KENDU ISAACS RECORDED AT MATRIARCH STUDIOS, LOS ANGELES, CA ADDITIONAL ENGINEER-

ING BY CHRIS “TEK” O’RYAN FOR NEWFAZE ENTERTAINMENT MIXED BY DAVE PENSADO & JAYCEN JOSHUA FOR THE PENUA PROJECT

AT LARRABEE STUDIOS, NORTH HOLLYWOOD, CA

WORK IN PROGRESS (GROWING PAINS)

PRODUCED BY CHUCK HARMONY FOR COMPOUND ENTERTAINMENT, LLC CO- PRODUCED BY NE-YO FOR COMPOUND

ENTERTAINMENT, LLC WRITTEN BY CHARLES HARMONY LYRICS WRITTEN BY NE-YO PUBLISHERS: PEN IN THE GROUND PUBLISHING

(ASCAP) ADM. BY UNIVERSAL SONGS- Z SONGS; CHUCK HARMONY’S HOUSE PUBLISHING (ASCAP)/ STRAUSS CO., INC. (ASCAP) ADM.

BY EMI APRIL MUSIC INC. GUITAR BY JESSE BOND ALL OTHER INSTRUMENTS BY CHUCK HARMONY MUSIC RECORDED BY CHUCK

HARMONY AT THE CARRINGTON HOUSE, ATLANTA, GA VOCALS RECORDED BY KENDU ISAACS RECORDED AT MATRIARCH STUDIOS,

LOS ANGELES, CA ADDITIONAL ENGINEERING BY CHRIS “TEK” O’RYAN FOR NEWFAZE ENTERTAINMENT MIXED BY DAVE PENSADO &

JAYCEN JOSHUA FOR THE PENUA PROJECT AT LARRABEE STUDIOS, NORTH HOLLYWOOD, CA

TALK TO ME

PRODUCED BY ERIC HUDSON FOR JUST E. PRODUCTIONS GROUP, LLC. WRITTEN BY

MARY J. BLIGE, ERIC HUDSON, JOHNTA AUSTIN, VERDINE WHITE, & ROBERT WRIGHT

PUBLISHERS: MARY J. BLIGE MUSIC /UNIVERSAL MUSIC CORP. (ASCAP); E. HUDSON

MUSIC LLC, ADMIN. BY WARNER TAMERLANE (BMI); NAKED UNDER MY CLOTHES/

CHRYSALIS MUSIC PUBLISHING (ASCAP); VERDINE WHITE MUSIC (BMI); VERDINE

WHITE SONGS (ASCAP) ALL INSTRUMENTS BY ERIC HUDSON RECORDED BY ERIC

HUDSON AND CURTIS HUDSON AT TOUCH 510 STUDIOS, SOUTH ORANGE, NJ VOCALS

RECORDED BY DANNY CHEUNG & KENDU ISAACS RECORDED AT MATRIARCH

STUDIOS, LOS ANGELES, CA ADDITIONAL ENGINEERING BY CHRIS “TEK” O’RYAN FOR

NEWFAZE ENTERTAINMENT MIXED BY DAVE PENSADO & JAYCEN JOSHUA FOR THE

PENUA PROJECT AT LARRABEE STUDIOS, NORTH HOLLYWOOD, CA CONTAINS SAM-

PLES FROM THE COMPOSITION “KEY TO MY HEART” WRITTEN BY VERDINE WHITE

AND ROBERT WRIGHT AND PUBLISHED BY VERDINE WHITE MUSIC (BMI) AND VERDINE

WHITE SONGS (ASCAP). USED BY PERMISSION. “TALK TO ME” CONTAINS EXCERPTS

FROM “KEY TO MY HEART” PERFORMED BY THE EMOTIONS COURTESY OF SONY

BMG ENTERTAINMENT. USED BY PERMISSION.

IF YOU LOVE ME?

PRODUCED BY BRYAN-MICHAEL COX FOR BLACKBABY ENTERTAINMENT, INC.

WRITTEN BY BRYAN-MICHAEL COX & JOHNTA AUSTIN PUBLISHERS: WBM MUSIC

CORP. O/B/O ITSELF AN SONGS IN THE KEY OF B FLAT, INC. NOONTIME SOUTH

(SESAC); NAKED UNDER MY CLOTHES/CHRYSALIS MUSIC PUBLISHING (ASCAP) ALL

INSTRUMENTS BY BRYAN-MICHAEL COX VOCALS RECORDED BY KENDU ISAACS

RECORDED AT MATRIARCH STUDIOS, CRESSKILL, NEW JERSEY MUSIC RECORDED BY

SAM THOMAS FOR SAM I AM PRODUCTIONS AT CHALICE STUDIOS, LOS ANGELES, CA

ASSISTED BY MIKE SNOW MIXED BY DAVE PENSADO & JAYCEN JOSHUA FOR THE

PENUA PROJECT AT LARRABEE STUDIO, NORTH HOLLYWOOD, CA

SMOKE

PRODUCED BY SYIENCE FOR STAYFRESH MUSIC, INC./ ROKK WORLD MUSIC GROUP/

COMPOUND ENTERTAINMENT CO-PRODUCED BY NE-YO FOR COMPOUND

ENTERTAINMENT, LLC WRITTEN BY REGGIE PERRY LYRICS WRITTEN BY NE-YO

PUBLISHERS: REGGIE PERRY MUSIC (ASCAP); PEN IN THE GROUND PUBLISHING

(ASCAP) ADM. BY UNIVERSAL SONGS- Z SONGS ALL INSTRUMENTS BY SYIENCE

VOCALS RECORDED BY KENDU ISAACS & KUK HARRELL RECORDED AT MATRIARCH

STUDIOS, LOS ANGELES, CA ADDITIONAL ENGINEERING BY CHRIS “TEK” O’RYAN FOR

NEWFAZE ENTERTAINMENT MIXED BY DAVE PENSADO & JAYCEN JOSHUA FOR THE

PENUA PROJECT AT LARRABEE STUDIOS, NORTH HOLLYWOOD, CA

COME TO ME (PEACE)

PRODUCED BY C. “TRICKY” STEWART FOR REDZONE ENTERTAINMENT LYRICS AND

MELODY BY MARY J. BLIGE & THE DREAM MUSIC BY C. “TRICKY” STEWART& KUK

HARRELL PUBLISHERS: MARY J. BLIGE MUSIC /UNIVERSAL MUSIC CORP. (ASCAP);

SONGS OF PEER/MARCH 9TH PUBLISHING (ASCAP); 2082 MUSIC/WB MUSIC

PUBLISHING (ASCAP); SONY ATV/SUGA WUGA MUSIC (ASCAP) VOCALS PRODUCED

AND RECORDED BY KUK HARRELL FOR REDZONE ENTERTAINMENT OVERDUBS AND

POSTPRODUCTION RECORDING BY PAT THRALL RECORDED AT STUDIO AT THE

PALMS, LAS VEGAS, NV MIXED BY DAVE PENSADO & JAYCEN JOSHUA FOR THE PENUA

PROJECT AT STUDIO AT THE PALMS, LAS VEGAS, NV ASSISTED BY ANDREW WUEPPER

& JUSTIN PINTER PRODUCTION MANAGER: JUDI ACOSTA-STEWART

EXECUTIVE PRODUCER: MARY J. BLIGE FOR MARY JANE PRODUCTIONS, INC.

MASTERED BY BRIAN “BIG BASS” GARDNER AT BERNIE GRUNDMAN MASTERING

MIXING SUPERVISOR AND SONG TRANSITIONS BY C. “TRICKY” STEWART

MANAGEMENT: KENDU ISAACS FOR MARY JANE PRODUCTIONS, INC

360 HAMILTON AVE STE 100 NEW YORK, NY 100601

FAN MAIL: MARY JANE PRODUCTIONS, INC

P. O. BOX 5013 NEW YORK, NY 10185-5013

LEGAL: KENNY MEISELAS & SONYA GUARDO GRUBMAN, INDURSKY & SHIRE, P.C.

A&R ADMINISTRATION: ALICIA N. GRAHAM

A&R CREATIVE: CHRIS HICKS

SIDE ARTISTS: LUDACRIS APPEARS COURTESY OF DEF JAM RECORDS

USHER APPEARS COURTESY OF LAFACE RECORDS, LLC

THE DREAM APPEARS COURTESY OF ISLAND/ DEF JAM RECORDS

SEAN "THE PEN" GARRET APPEARS COURTESY OF BET I PENNED IT RECORDS/

INTERSCOPE RECORDS

CREATIVE DIRECTION: DREW FITZGERALD forFACETCREATIVE

PHOTOGRAPHY: MARKUS KLINKO & INDRANI

STYLIST: ANDREA LIEBERMAN

HAIR: KIM KIMBLE

MAKE-UP: D’ANDRE MICHAEL

©2007 GEFFEN RECORDS.

ALL RIGHTS RESERVED.

B0010313-02

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