AMENDMENT TO LEASE AGREEMENT
GEORGIA, XXXXXX COUNTY:
In accordance with the provisions of an Ordinance adopted by the Council
of the City of Atlanta, Georgia ("CITY") on the 3rd day of October, 1988,
approved by the Mayor on the 7th day of October, 1988, and approved by
resolution of the Board of Directors of FILMWORKS U.S.A., INC., ("FILMWORKS") on
the 26th day of April, 1988, CITY and FILMWORKS, for and in consideration of the
CITY's approval of the Sublease between FILMWORKS and MCA and for and in
consideration of FILMWORKS' agreements and covenants contained herein, do by
this Agreement entered into as of the 10th day of October, 1988, hereby amend
the "Amended Indenture of Lease" ("LEASE") between them entered into as of the
2nd day of February, 1984, as follows:
1.
The LEASE is hereby amended by adding a new section, Section 7.3.4, to
the original LEASE as now written:
"7.3.4. Capital Improvement Program.
"FILMWORKS (Lessee) shall devote at least fifty percent of its gross
rental income each year received pursuant to that certain Sublease Agreement
between FILMWORKS, U.S.A.,
INC., and MCA CONCERTS, INC., as executed on January 20, 1988, commencing with
the execution of this (1988) amendment to the completion of that definite and
certain list of capital improvements attached hereto as EXHIBIT A, subject to
the following conditions:
"(a) A portion of the rental income in the first three years of the life
of the Sublease with MCA shall be excluded from the 50% pledge, to wit: $150,000
in the first year and $75,000 in each of the second and third years;
"(b) 50% of the rental revenues subject to the foregoing limitations shall
continue to be pledged until an amount equivalent to the CITY's expenditures, as
documented, pursuant to Section 4.2 of that certain agreement between the CITY
OF ATLANTA and MCA CONCERTS, INC., dated as of October 10, 1988, not to exceed a
cumulative total of $1.5 million, has been expended by FILMWORKS as
improvements;
"(c) The improvements associated with the 50% pledge are to be completed
within the first six months of the year following the year in which the rental
proceeds are received by FILMWORKS;
"(d) If expenditures in excess of 50% of rental revenues are expended in
any one calendar year, such excess will be credited to subsequent years; and
"(e) The 50% pledge is to be devoted and dedicated exclusively to capital
improvements that will restore and
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preserve the Exhibit Halls and Fire Station at the Demised Premises as described
in the attached EXHIBIT A."
2.
Section 8.6 of the LEASE ("Coverage by others") is hereby amended by
adding the following paragraph to the section as it is now written:
"In the event that there should be residual payments made to Lessee
(FILMWORKS) by virtue of any insurance policy carried upon the premises, either
by FILMWORKS or by its sublessees, which residual payments are defined as that
portion of insurance proceeds over and above the amounts actually paid to
sublessees or used to replace or rebuild casualty losses, then such residual
payments shall be devoted by FILMWORKS (Lessee) exclusively to capital
improvements to the Demised Premises as approved by the CITY's Department of
Parks, Recreation and Cultural Affairs."
3.
Section 8.7 of the Lease ("Indemnification") is hereby amended by adding
the following paragraph to the section as now written:
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"Notwithstanding the foregoing paragraph, to the extent that the CITY's
(Lessor's) interest may appear in the same, Lessee (FILMWORKS) hereby and for a
valuable consideration (the approval of the Sublease with MCA) assigns its
interest in the indemnity given FILMWORKS by MCA in the Sublease to the CITY
(Lessor)."
IN WITNESS WHEREOF, CITY and FILMWORKS, acting through their duly
authorized officers, have executed this AMENDMENT TO LEASE under seal, as of the
10th day of October, 1988.
ATTEST: CITY OF ATLANTA, a Municipal
Corporation of the State of
Georgia ("Lessor")
/s/ [Illegible] By: /s/ Xxxxxx X. Xxxxx
----------------------------- -------------------------
Deputy Clerk of Council XXXXXX X. XXXXX, Mayor
{SEAL}
Recommended:
/s/ [Illegible]
-----------------------------
Chief Administrative Officer
As to the Mayor, Clerk of Approved:
Council and Chief
Administrative Officer, /s/ [Illegible]
signed, sealed and delivered -----------------------------
in the presence of: Commissioner of Finance
/s/ [Illegible] /s/ [Illegible]
------------------------------ -----------------------------
Unofficial Witness Commissioner of Parks,
November 8, 1988 Recreation & Cultural Affairs
/s/ [Illegible] /s/ [Illegible]
------------------------------ -----------------------------
Notary Public Commissioner of Public Works
[Notary Stamp] Approved as to Form on Behalf
of the City of Atlanta:
/s/ [Illegible]
-----------------------------
Assistant City Attorney
(SIGNATURES CONTINUED)
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As to Filmworks, U.S.A., FILMWORKS, U.S.A., INC.
Inc., and the execution by
its officers, signed,
sealed, and delivered in By: /s/ [Illegible]
the presence of: ------------------------
President
SEAL
/s/ [Illegible] By: /s/ [Illegible]
------------------------------- ------------------------
Unofficial Witness Chairman of the Board of
Directors
/s/ [Illegible]
-------------------------------
Notary Public
[Notary Stamp]
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EXHIBIT A
Program for Improvements
The 50% pledge is to be invested in capital improvements on the following
structures:
Exhibit Halls 1, 2, 3, and 4
Fire House
The improvements include the following major categories of work:
(1.) Roofing Systems -- Replacement of roofing, or repair of roofing where
appropriate. Includes decking, xxxxx, gutters, down spouts, soffets, facia
boards, etc.
(2.) Bathrooms -- Renovation of bathroom area and surroundings replacement of
fixtures, and elimination of hazardous electrical and plumbing conditions.
(3.) Structural cracks -- Repair and replacement of surfaces on interior and
exterior walls.
(4.) Paint -- Renewal of interior and exterior wall surfaces in combination
with the other types of improvements stated above.
On an annual basis, a representative from Filmworks U.S.A., Inc. is to present a
capital improvements plan (based on the previous calendar year's 50% pledge) to
the City's Department of Parks, Recreation and Cultural Affairs and Department
of Finance for approval by these departments. So long as this plan will help
accomplish the general purpose of this arrangement, restoration and preservation
of the major historical buildings at the site, the City's approval cannot be
withheld.
In order to assess the scope and structural needs of this restoration effort,
consultants will be hired to evaluate the condition of the buildings. The
consultants' reports will be included as part of the presentation to City
representatives support as for the capital improvements plan proposed by
Filmworks.
Should sufficient funds be available or additional needs arise, Filmworks can
propose, subject to approval by the City's Department of Parks, Recreation, and
Cultural Affairs and Department of Finance, that the work program deviate from
the four major categories of work described herein.
