FIRST AMENDMENT TO SUBLEASE
This Amendment is executed as of 1/21, 1988 between Filmworks U.S.A., Inc.
("Sublessor") and MCA Concerts, Inc. ("Tenant") and amends the Sublease between
the same parties executed as of 1/20, 1988 (the "Original Sublease") pertaining
to a portion of the approximately 117 acre parcel commonly known as Lakewood
Fairgrounds. The capitalized terms used in this Amendment shall have the same
meaning as the same terms in the Original Sublease.
Sublessor and Tenant agree to amend the Original Sublease as follows:
1. Xxxxxxxxx Agreement. Tenant has entered into an Agreement (the
"Xxxxxxxxx Agreement") with Xxxxx Xxxxxxxxx ("JD") as of _______________, 1988.
One of the inducements for Tenant to execute the Xxxxxxxxx Agreement was certain
assurances given to Tenant by Sublessor that Sublessor would participate in
certain of the burdens imposed upon Tenant under the Xxxxxxxxx Agreement, and
Sublessor acknowledges that Tenant would not have entered into the Xxxxxxxxx
Agreement without such assurances from Sublessor, which assurances are
memorialized in this Amendment.
2. Consideration. The consideration for Sublessor's execution of this
Amendment is Tenant's execution of the Xxxxxxxxx Agreement, and Sublessor
acknowledges that Tenant executed the Xxxxxxxxx Agreement in reliance on
Sublessor's promise to execute this Amendment.
3. Recoupment of $25,000. Subsection 5.1 of the Xxxxxxxxx Agreement
provides for Tenant to make a payment to Xxxxxxxxx of $125,000. Of this
$125,000, $25,000 is recoupable by Tenant out of first monies payable to JD by
Tenant pursuant to Section 4 and/or Section 5.2 of the Xxxxxxxxx Agreement. An
additional $25,000 of Tenant's payment to JD shall be borne by Sublessor by
allowing Tenant to offset $25,000 without interest, from the first monies
otherwise due Sublessor by Tenant pursuant to the Original Sublease excluding
the first $150,000 payable under the Sublease (including in that $150,000, any
prepaid sums under Subsection 4.2.1 of the Original Sublease).
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1/15/88
4. Recoupment of 6% Payments. Subsection 5.2 of the Xxxxxxxxx Agreement
provides for Tenant to make payments to JD in an amount equal to 6% of the rent
paid by Tenant to Sublessor. Sublessor shall, during the entire Lease Term, bear
one-half of the burden of making the payments to JD specified in Subsection 5.2
of the Xxxxxxxxx Agreement (i.e. Sublessor shall pay to Tenant an amount equal
to 3% of the rent paid by Tenant to Sublessor under the Sublease -- computed
without taking into account the offset provided for in Section 3 above and this
Section 4). In order to give effect to Sublessor's contribution to the 6%
payment to JD, Tenant shall be entitled to offset an amount equal to one-half of
the 6% payment due JD against rent and any other sums otherwise due Sublessor by
Tenant pursuant to the Original Sublease as of the first day of the calendar
month in which Tenant is obligated to make a payment of said 6% to JD, and if
Tenant in good faith believes that the amount of monies subject to offset on
said date will be insufficient to cover Sublessor's one-half share of the
payment due JD, Tenant may begin offsetting earlier to such extent as Tenant
believes in good faith is necessary so that by the time Tenant makes the payment
to JD, the Tenant will have offset Sublessor's one-half share of the payment.
5. Annual Festival. Section 6 of the Xxxxxxxxx Agreement provides for the
Amphitheatre to be made available to JD each year for a one or two day annual
festival (the "Festival"). Whether the Festival is a one day or a two day event,
Sublessor waives its right to receive any percentage rent computed on net ticket
revenues as provided in Subsection 4.3.2.1 of the Original Sublease and on any
consideration received in connection with sponsorships as provided in
Subsections 4.3.2.2 and 4.3.2.3 of the Original Sublease arising in connection
with a festival, and Sublessor's only right to receive percentage rent in
connection with a festival shall be based upon income derived by Sublessor from
concessions, merchandising, and parking. If a festival is a two day event
instead of a one day event all the above provisions shall apply and without
derogating from the generality of the foregoing Sublessor shall not be entitled
to any percentage rent based upon the 50/50 split of profits as provided in
subsection 6.5 of the Xxxxxxxxx Agreement but will be entitled to treat rent, if
any, paid by JD to Tenant under Subsection 6.6 of the Xxxxxxxxx Agreement as
income from a Rental Arrangement under the Original Sublease and, after
deducting
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Direct Costs therefrom, as Rental Net as provided in Subsections 4.3.2.4 and
4.3.3.3 of the Original Sublease.
6. Original Sublease in Effect. Except as expressly amended hereby the
Original Sublease remains in full force and effect.
Filmworks U.S.A., Inc. MCA Concerts, Inc.
By By /s/ Xxxx Xxxxxxx
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