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EXHIBIT 10.1
AGREEMENT
This agreement is made and entered into this 4th day of October, 1991
by and between Xxx Xxxxxx, Inc., an Oregon corporation, hereinafter referred to
as "Xxxxxx, Inc." Xxxxxx Xxxxxxx, Xxxxx X. Orkney, B. Xxxxx Xxxxxx, Xxxxx X.
Xxxxxxx, and Xxxxxx X. Xxxxxx, a partnership known as the Ticket Group and
hereinafter referred to as "Ticket Group," and G.I. Joes, Inc., an Oregon
corporation, hereinafter referred to as "G.I. Joes."
RECITALS
1. On or about October 1, 1987, the partners entered into a partnership
agreement establishing the Ticket Group. A copy of the partnership agreement is
attached as Exhibit A.
2. On or about September 1, 1988, Ticket Group entered into an
agreement with TicketMaster Northwest, (hereinafter referred to as
"TicketMaster"), wherein Ticket Group obtained the right to operate a
TicketMaster franchise in Oregon. TicketMaster Northwest has agreed to
restructure this agreement.
3. The Ticket Group entered into an agreement with G.I. Joes wherein
G.I. Joes became the primary ticket outlet for the TicketMaster franchise
operated by and owned by Ticket Group.
4. On or about September 21, 1987, G.I. Joes entered into an agreement
with the City of Portland to provide automated ticket sales services.
5. Xxxxxx, Inc. performed the actual day to day administration and
service to Ticket Group to operate the TicketMaster franchise pursuant to an
agreement with the partners
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and administered the G.I. Joes ticket operation.
6. The TicketMaster franchise and various contracts are being
restructured and as a part of the restructuring the Ticket Group, Xxxxxx, Inc.,
and G.I. Joes, wish to clarify and change their relationships pursuant to the
terms and conditions of this agreement.
It is agreed between the parties as follows:
1. G.I. Joes assigns all of it's right, title and interest in the
Ticket Services Agreement with the city of Portland to Ticket Group. Ticket
Group agrees that it will assume all of the liabilities of G.I. Joes under said
agreement and hold G.I. Joes harmless therefrom.
2. Partners hereby retain Xxxxxx, Inc. to perform services and
administer the TicketMaster contract for as long a period of time as Ticket
Group has a TicketMaster agreement. Xxxxxx, Inc. shall have full responsibility
to perform all services required under said contract. After the payment to G.I.
Joes of it's share of the convenience charges and commissions as hereinafter
described, the balance remaining shall be split as follows: [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE SEC]% to Ticket Group and
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC]% to Xxxxxx,
Inc. As compensation for the Services to be provided, Xxxxxx, Inc. shall receive
as it's separate revenues the following:
a. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE SEC]
b. G.I. Joes agrees that it will provide Ticket Group
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with a Ticket outlet in all G.I. Joes stores for the sale of tickets pursuant to
the TicketMaster franchise and all other tickets which the Ticket Group makes
available for sale through the G.I. Joes stores. G.I. Joes will be responsible
for providing the physical facility and all personnel necessary to operate the
ticket outlets during the times the stores are open for public business. G.I.
Joes shall be responsible for all costs associated with the operation of the
stores, except the computer equipment necessary to sell tickets through the
TicketMaster's system. G.I. Joes will be entitled to [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE SEC]% of all convenience charges and
outlet ticket commissions which are elected [sic] as a result of the sales
through the G.I. Joes outlets.
4. Xxxxxx, Inc. and the Ticket Group acknowledge that there is
presently an effort being made to establish a Telephone Room for the City of
Portland. The parties agree that, in the event a telephone room is established
for the city of Portland, that Xxxxxx, Inc. will be responsible for the
administration and operation of the Telephone Room. Ticket Group shall be
responsible for providing all phone room equipment to the City of Portland
telephone. All net income received from the operation of the City of Portland
Telephone Room shall be split between Partners and Xxxxxx, Inc. in equal
amounts.
5. At the present time there is a substantial amount of equipment which
is on rental to G.I. Joes and other facilities. The parties acknowledge that the
equipment is owned by the Ticket Group. In the event any of the equipment is
replaced, the cost of
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replacement shall be the responsibility of Ticket Group.
G.I. Joes by Ticket Group:
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
/s/ Xxxxx X. Orkney
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Xxxxx X. Orkney
/s/ B. Xxxxx Xxxxxx
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B. Xxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Xxx Xxxxxx, Inc. by:
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
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