Exhibit 10.17 (d)
THIRD ADDENDUM TO SHOW PRODUCTION AGREEMENT
THIS THIRD ADDENDUM (the "Third Addendum") is made by and between ON
STAGE ENTERTAINMENT, INC., with offices at 0000 Xxxx Xxxxx, Xxxxx 0, Xxx Xxxxx,
Xxxxxx 00000 (hereinafter referred to as "On Stage") XXXX MANAGEMENT, with
offices at Xxxxxxxxxxxxxxxxxxxxxx 00, 00000, Xxxxxx (hereinafter referred to as
"Xxxx") this 18TH day of December, 1997.
RECITALS
WHEREAS, On Stage and Xxxx entered into a Show Production Agreement
(the "Show Production Agreement") on May 31, 1997, which was subsequently
amended on July 31, 1997 (the "First Addendum") and again on August 8, 1997
(together with the First Addendum, the "Addenda"), pursuant to which On Stage is
to present and otherwise stage its federally registered "Legends in Concert"
production (the "Show") for Xxxx at the Estrel Residence & Congress Hotel in
Berlin, Germany (the "Venue"); and
WHEREAS, after further negotiations, the parties wish to amend and
augment the terms contained in the Show Production Agreement and the Addenda by
entering into this Third Addendum.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
obligations and benefits contained herein, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
MODIFICATION OF EXISTING TERMS
By this Third Addendum, the parties agree to amend and modify only
those terms and conditions of the Show Production Agreement and the Addenda
specifically enumerated. To the extent that a specific term, provision or
condition is not modified or set forth in this Third Addendum, the original
terms of Show Production Agreement and the Addenda are intended to remain in
full force and effect. To the extent possible, the numbering of the following
provisions shall correspond with the numbering sequence of the original Show
Production Agreement Addenda terms, which they replace or to which they are
added.
TERMS AND CONDITIONS
3. TERM. The Show will be performed at the Venue in accordance with
the terms contained herein from January 18, 1997 through and including December
31, 1998 (the "Second Term").
5. ON STAGE'S RESPONSIBILITIES. On Stage shall maintain joint creative
control of the Show including the exclusive right to modify and/or alter any and
all aspects of the same at its reasonable discretion, except as provided for
herein, and shall retain all rights to the Show. However, On Stage shall give
appropriate consideration to any reasonable requests of Xxxx, which may be
caused by the different environment for the Show at the Venue. The Show will be
a high-class impersonation show to be presented in a form, style, and format
which meets or exceeds the generally accepted quality and performance standards
for impersonation shows and reviews presented in the United States, in theaters
of similar size with similar equipment. On Stage hereby further agrees that it
will provide the following:
5.6 All Performers shall arrive in Berlin and be prepared to rehearse
the Show from January 17, 1997 through January 18, 1997 so as to be prepared to
commence performances of the Show on January 18, 1997. Xxxx shall remain
responsible for those same amenities provided to On Stage's Performers as is to
be provided to them during the run of the Show (i.e. housing, meals, etc.).
5.10 On Stage hereby agrees to change out the Principal Acts on March
15, 1998. Xxxx hereby requests that the Principal Acts be replaced with
impersonators of Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxx Xxxxxxx and Xxxxx
and On Stage hereby agrees to use its good faith efforts to provide said
requested acts. Xxxx will be responsible for all costs related to the change out
of the Principal Acts, including, but not limited to: rehearsal pay, airfare,
housing accommodations, food or a per diem, costs of cartage and shipping of all
necessary props and costumes, if necessary, etc.
5.11 On Stage hereby agrees to change out the Principal Acts again on
September 11, 1998, so long as Xxxx assumes all financial responsibility related
to the change out.
6. RESPONSIBILITIES OF XXXX. Xxxx hereby agrees that it will provide
the following at its sole cost and expense:
6.1 Provide sixteen (16) international round-trip airline tickets on a
regularly scheduled American flight carrier (USA/Berlin/USA) and domestic
transportation to the Venue and back. In addition, Xxxx shall provide
international round-trip airline tickets for all Principal Acts during any and
all change out periods (i.e. March 15, 1998 and possible July 1998).
7. PAYMENT INFORMATION. Xxxx shall pay to On Stage TWENTY NINE
THOUSAND DOLLARS ($29,000.00) per week in United States Currency in
consideration for On Stage's services contemplated hereunder. The first payment
shall be due by no later than January 14, 1997. In addition to the above, the
parties hereto agree that all gross receipts derived from the presentation of
the Show above $54,000 USD per week will be split between the parties as
follows: 75% to Xxxx and 25% to On Stage. All payments required by Xxxx
hereunder shall be paid in United States Currency by automatic wire transfer
into an account specified by On Stage. All costs associated with these automatic
wire transfers shall be borne by Xxxx. All payments required hereunder, shall be
made via wire transfer directly into an account specified by On Stage and shall
be secured by a $200,000 non-reducing irrevocable stand-by Letter of Credit
issued by a German or United States bank approved by On Stage. On Stage hereby
pre-approves Berliner Bank for such transaction.
8. MERCHANDISE. On Stage hereby grants to Xxxx the right to sell On
Stage's federally registered Show related merchandise at the Venue ("Show
Merchandise"). A catalogue containing the available Show Merchandise and the
cost associated thereto will be provided to Xxxx upon request. All costs related
to the sale of the Show Merchandise including, but not limited to the cost of
shipping the merchandise, any freight charges, the cost of setting up and
operating the merchandise booth(s) and any taxes levied on the sale thereof
shall be the exclusive responsibility of Xxxx.
36. SPECIAL EVENT. On Stage hereby agrees to perform the Show at a
special event in Cologne for one performance on January 16, 1998. On Stage will
ensure that the Performers arrive in Cologne by no later than January 15, 1998
so as to be prepared to perform on January 16, 1998. Xxxx hereby agrees to pay
On Stage an all inclusive one-time fee of $5,600 USD in consideration of On
Stage's services of providing its Performers for this special event and further
agrees to provide the Performers with all housing, food, travel and other
accommodations that Xxxx would normally be responsible for if the Show was being
performed in Berlin.
IN WITNESS WHEREOF, the parties hereto have executed this Third
Addendum on the date and year first above written.
/s/ Xxxx X. Xxxxxx /s/ Xxxxxxxx Xxxx
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Xxxx X. Xxxxxx Xxxxxxxx Xxxx
Chief Executive Officer President
On Stage Entertainment, Inc. Xxxx Management
