SECOND AMENDMENT TO SUBLEASE
This Amendment is executed as of 4/19/, 1988 between Filmworks U.S.A.,
Inc. ("Sublessor") and MCA Concerts, Inc. ("Tenant") and amends the Sublease
between the same parties executed as of January 20, 1988 (the "Origina1
Sublease") pertaining to a portion of the approximately 117 acre panel commonly
known as Lakewood Fairgrounds. The Original Sublease has been amended by the
First Amendment to Sublease dated January 21, 1988. 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
previously amended as follows:
1. Sharing Agreement. If Tenant enters into an arrangement with a
foundation or other organization ("Association") pursuant to which Tenant would
pay Association a sum not to exceed 25 cents per ticket for each ticket sold at
the Site during a particular calender year in excess of 125,000 tickets in that
year, Sublessor shall, during the entire Lease Term, bear one-half of the burden
of making the per ticket payments to Association which are specified above
provided that Sublessor's one-half of the burden shall not exceed 12 1/2 cents
per ticket. In order to give effect to Sublessor's obligation to bear up to 12
1/2 cents per ticket, Tenant shall be entitled to offset an amount equal to
one-half of the per ticket payment made to Association (but not to exceed an
offset of 12 1/2 cents per ticket) against rent and any other sums otherwise due
Sublessor by Tenant pursuant to the Original Sublease as amended. Tenant may
exercise the aforementioned offset rights at such time as Tenant believes in
good faith is necessary so that by the time Tenant makes any payment to
Association, Tenant will have offset Sublessor's one-half share of such payment.
2. Xxxxxxxxx Agreement.
Reference is made to Section 1 of the First Amendment to Sublease. The
reference therein to the Xxxxxxxxx Agreement is hereby modified to refer to the
Agreement dated as of
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February 2, 1988 as executed between Tenant and Xxxxxxxxx Outdoor Entertainment
Corporation (together with the Xxxxx Xxxxxxxxx Agreement between Tenant and
Xxxxx Xxxxxxxxx personally), a copy of which is attached hereto and incorporated
herein by this reference which incorporated Agreement with Xxxxxxxxx Outdoor
Entertainment Corporation is hereby substituted in lieu of the earlier
unexecuted draft between Tenant and Xxxxx Xxxxxxxxx personally.
3. Consideration. The consideration for Sublessor's execution of this
Amendment includes, but is not limited to, Tenant's entering into the Agreement
with Xxxxxxxxx Outdoor Entertainment Corporation referred to in paragraph 2
above. In addition, if Tenant has entered into or does enter into the above
described arrangements with the Association, Sublessor acknowledges that Tenant
will have done so or will be doing so in reliance on Sublessor's promise to
execute this Amendment.
4. Original Sublease as Previously Amended in Effect. Except as amended
hereby, the 0riginal Sublease as previously amended remains in full force and
effect.
Filmworks U.S.A., Inc. MCA Concerts, Inc.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxx Xxxxxxx
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its President
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