Exhibit 10.17 (b)
FIRST ADDENDUM TO SHOW PRODUCTION AGREEMENT
THIS ADDENDUM ("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 31ST day of July, 1997.
RECITALS
WHEREAS, On Stage and Xxxx entered into a Show Production Agreement
(the "Show Production Agreement") on May 31, 1997 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") commencing on September 12, 1997 and continuing
through and including December 31, 1997; and
WHEREAS, after further negotiations, the parties wish to amend and
augment the terms contained in the Show Production Agreement by entering into
this Addendum which shall be deemed to have been executed contemporaneously
therewith.
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 Addendum, the parties agree to amend and modify only those terms and
conditions of the Show Production Agreement specifically enumerated. To the
extent that a specific term, provision or condition is not modified or set forth
in this Addendum, the original terms of Show Production Agreement 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 terms, which they replace or to which they
are added.
TERMS AND CONDITIONS
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:
5.1 To provide the following fourteen (14) performers which will
consist of the following: five (5) Principal Acts; two (2) Singer/Dancers (one
of which will act as assistant choreographer); four (4) Dancers; and one (1)
Production Manager (hereinafter collectively referred to as the "Performers").
In addition, On Stage shall provide the services of one (1) Technician and one
(1) Choreographer during the initial set-up of the only. It should be noted that
one of the Principal Acts will be one entertainer impersonating two (2) separate
and distinct Principal Acts, for a total of six (6) Principal Acts.
5.3 To supply all necessary costumes for the Principal Acts,
Singer/Dancers and Dancers.
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.
6.2 Provide nine (9) hotel rooms at the Hotel Estrel and two (2) meals
per day per Performer in the Hotel's restaurant(s) during the Initial Term and
all subsequent terms thereof. Xxxx will further provide four (4) additional
hotel rooms and two (2) meals per day for the Executive Producer, the Associate
Producer, as well as any additional technicians and/or choreographer(s) during
load-in (pre-production), maintenance and load-out (closing) periods.
6.7 To provide rehearsal pay for the Performers at one-half the weekly
fee set forth in Section 7, below ($14,500.00). In addition, Xxxx agrees to
reimburse On Stage it's actual out-of-pocket costs directly related to
rehearsing the singers and dancers in Las Vegas prior to leaving for Germany
(including rehearsal pay, housing and travel), which amount shall in no event
exceed $4,000.00.
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 schedule for
the payment of said monies will be as follows:
$18,500 To be received by On Stage by no later than September 12, 1997
(rehearsal pay); and
$29,000 To be received by On Stage by no later than September 24,
1997, and every Wednesday thereafter for the duration of this
Agreement.
In addition to the above, the parties hereto agree that all gross
receipts derived from the presentation of the Show above $50,000 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 an irrevocable stand-by
Letter of Credit issued by a German or United States bank approved by On Stage.
On Stage hereby pre-approves the Deutsche Bank for such transaction. Xxxx shall
revise the current letter of credit issued by Deutsche Bank in favor of On Stage
in the amount $350,000.00, so as to allow On Stage to draw down the balance of
said letter of credit from September 26, 1997 through and including January 14,
1998.
8. MERCHANDISE. On Stage hereby grants to Xxxx the right to
manufacture and sell On Stage's federally registered Show related merchandise at
the Venue. All costs related to the sale of said merchandise including, but not
limited to the cost of manufacturing the merchandise, the shipping and/or
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. All Net Profits generated from the sale of said merchandise shall be
divided between the parties on a 70% to Xxxx, 30% to On Stage basis. For
purposes of this Paragraph, Net Profits shall be defined as all gross revenues
generated from the sale of the merchandise, minus the direct cost of
manufacturing the merchandise, freight, labor and taxes. Xxxx shall remit On
Stage's portion of the Net Profits derived from the sale of the merchandise on a
monthly basis, in arrears of the previous performance week, along with a
detailed accounting in a format acceptable to On Stage that clearly sets forth
how the Net Profits for that respective week were calculated.
10. MATERIALITY OF TIMELY PAYMENTS. The payments listed in Paragraph 7
and 8, above, are a material term of this Agreement. The failure of Xxxx to make
the payments required hereunder in a timely manner shall release On Stage from
its duty to perform its responsibilities and obligations as required hereunder,
but shall in no event release Xxxx from its responsibilities and obligations
required of them by this Agreement, including, but not limited to paying On
Stage for services rendered as well as for services contracted for, but not yet
performed.
36. MODIFICATION OF IRREVOCABLE LETTER OF CREDIT. In as much as the
payment
IN WITNESS WHEREOF, the parties hereto have executed this 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
