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EXHIBIT 10.1
THIRD AMENDMENT TO MANAGEMENT AGREEMENT
BY AND BETWEEN
GATEWAY ECONOMIC DEVELOPMENT CORPORATION OF GREATER CLEVELAND
AND
CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP
THIS THIRD AMENDMENT ("Third Amendment") is made as of the
22nd of March 1999, by and between GATEWAY ECONOMIC DEVELOPMENT CORPORATION OF
GREATER CLEVELAND, a nonprofit corporation organized under the laws of the State
of Ohio (together with it successors and assigns hereinafter referred to as
"Gateway"), and CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP, an Ohio
limited partnership, as successor-in-interest to BALLPARK MANAGEMENT COMPANY, an
Ohio corporation (hereinafter referred to as "Operator").
RECITALS:
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WHEREAS, Gateway and Operator entered into a Management Agreement,
dated as of the 3rd day of July, 1991 (hereinafter referred to as the
"Management Agreement"), and certain other documentation and agreements related
thereto; and
WHEREAS, Gateway and Operator entered into that certain First Amendment
to Management Agreement dated December 4, 1992 (the "First Amendment"); and
WHEREAS, Gateway and Operator entered into that certain Second
Amendment to Management Agreement dated December 16, 1993 (the "Second
Amendment"); and
WHEREAS, Gateway and Operator are desirous of making certain
modifications to the Management Agreement;
WHEREAS, notwithstanding and as an exception to the provisions of
section 28.21, it is the intention of Gateway and Operator that the City of
Cleveland shall be an intended third party beneficiary of these modifications to
the Management Agreement.
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the parties do hereby agree to the following
modifications of the Management Agreement.
1. Operator shall make available to the City of Cleveland for
use by the City's Division of Recreation, a total of one
hundred (100) free auxiliary bleacher seats per game for all
regular season games played each year during the period
commencing from the date that the auxiliary bleachers
structure is erected and placed into use through October 1 for
the duration of this Management Agreement. The preceding
commitment is the same commitment as set forth in the First
Amendment to Lease and the First Amendment to Ground Lease of
even
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date herewith and not in addition thereto (i.e., the total
commitment is for one hundred (100) tickets only, in the
aggregate). Notwithstanding the preceding commitment, in the
event that the City of Cleveland, for any period, does not
grant any necessary approvals, consents, or permits for the
erection, use or operation of the auxiliary bleacher
structure, then the commitment to provide said free tickets
shall be automatically suspended until such approvals,
consents or permits are given or issued, as the case may be.
In the event that Operator elects, in Operator's sole and
absolute discretion, not to erect, use and operate the
auxiliary bleachers structure during any year, then the
Operator will provide to the City of Cleveland during such
year one hundred (100) free tickets for each regular season
game during the period of May 15 through October 1 in other
locations in the Ballpark determined and selected in the sole
and absolute discretion of the Operator; provided, however,
that such tickets shall not be standing room only tickets. The
free tickets described herein shall not be Paid Attendance
Tickets or Excluded Tickets as those terms are defined in the
Lease.
2. The City of Cleveland hereby approves the concept of the
auxiliary bleachers structure and the City of Cleveland shall
process all building permits for the auxiliary bleachers
structure in a timely fashion and shall not unreasonably
withhold its approval of such permits; provided said auxiliary
bleachers comply with all requirements of the Ohio Basic
Building Code.
3. Section 28.21 is modified to read consistently with this Third
Amendment.
FURTHERMORE, the provisions of this Third Amendment are hereby
incorporated into the original Management Agreement as if fully rewritten
therein. Except as otherwise provided in, or otherwise necessary or appropriate
to give effect to the terms of this Third Amendment, all the provisions, terms
and conditions contained in said original Management Agreement as amended by the
First Amendment and the Second Amendment not inconsistent with this Third
Amendment, shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have entered into this Third
Amendment as of the day and year first above written.
Witnesses as to Gateway: GATEWAY ECONOMIC DEVELOPMENT
CORPORATION OF GREATER
/s/ Xxxxxx Xxxxxxxxx CLEVELAND, an Ohio nonprofit corporation
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Signature
By: /s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx Xxxxxxxxx -------------------------------------
------------------------------- Title: Chairman
Print Name ----------------------------------
/s/ Xxxx-Xxxx Xxxxxxxx
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Signature
Xxxx-Xxxx Xxxxxxxx
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Print Name
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Witnesses as to Operator CLEVELAND INDIANS BASEBALL
COMPANY LIMITED PARTNERSHIP,
/s/ Xxxxxx X. XxXxxxx By: Cleveland Indians Baseball Company,
______________________________ Inc., an Ohio corporation, its sole
Signature general partner
Xxxxxx X. XxXxxxx
_______________________________ /s/ Xxxxxx Xxxxxx
Print Name By:______________________________________
/s/ Xxxxxxxxxx Xxxxxxxxx-Xxxxxxx Title: Executive Vice President, Business
_______________________________ ___________________________________
Signature
Xxxxxxxxxx Xxxxxxxxx-Xxxxxxx
_______________________________
Print Name
The City of Cleveland joins in the execution of this Amendment for the purpose
of acknowledging its agreement to Section 2 hereof and accepting the benefits of
Section 1 hereof.
CITY OF CLEVELAND
By: /s/ Xxxxxxx X. Xxxxx
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Its: Mayor of City of Cleveland
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Date: March 19, 1999
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