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EXHIBIT 10.2
FIRST AMENDMENT TO LEASE AGREEMENT
BY AND BETWEEN
GATEWAY ECONOMIC DEVELOPMENT CORPORATION OF GREATER CLEVELAND
AND
CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP
THIS FIRST AMENDMENT ("First Amendment") is made as of the
22nd day 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 (hereinafter referred to as "Lessee").
RECITALS:
WHEREAS, Gateway and Lessee entered into a Lease Agreement, dated as of
the 3rd day of July, 1991 (hereinafter referred to as the "Lease Agreement"),
and certain other documentation and agreements related thereto; and
WHEREAS, Gateway and Lessee are desirous of making certain
modifications to the Lease Agreement; and
WHEREAS, notwithstanding and as an exception to the provisions of
section 31.24, it is the intention of Gateway and Lessee that the City of
Cleveland shall be an intended third party beneficiary of these modifications to
the Lease Agreement.
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the parties do hereby agree to the following
modifications to the Lease Agreement.
1. Lessee 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 Lease. The preceding commitment is the same commitment
as set forth in the First Amendment to Ground Lease and the
Third Amendment to Management Agreement of even 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, consent, or permits for the erection, use
or operation of the auxiliary bleachers 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 Lessee
elects,
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in Lessee's sole and absolute discretion, not to erect, use
and operate the auxiliary bleachers structure during such
year, then the Lessee 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 Lessee;
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 this 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 31.24 is modified to read consistently with this
amendment.
4. The parties hereby agree that the following attached exhibits
are hereby incorporated by reference into the Lease Agreement:
(a) Exhibit A attached hereto sets forth the legal
description of the Ballpark Land, excluding therefrom
the area described in Exhibit B attached hereto
referred to as the "Field."
(b) Exhibit B attached hereto is hereby incorporated into
the Lease Agreement to describe the area referred to
in the Lease Agreement and the Ground Lease as the
"Field."
(c) Exhibit I attached hereto sets forth the legal
description of the Arena Land.
The City shall not be deemed to have either approved or
disapproved the attached Exhibits and the commitments set
forth in Section 1 and 2 above are independent from the
inaccuracy, if any, of such Exhibits.
FURTHERMORE, the provisions of this First Amendment are hereby
incorporated into the original Lease Agreement as if fully rewritten therein.
Except as otherwise provided in, or otherwise necessary or appropriate to give
effect to the terms of this First Amendment, all the provisions, terms and
conditions contained in the Lease Agreement, not inconsistent with this First
Amendment, shall remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have entered into this First
Amendment as of the day and year first above written.
Witnesses as to Gateway: GATEWAY ECONOMIC DEVELOPMENT
CORPORATION OF GREATER
CLEVELAND, an Ohio nonprofit corporation
/s/ Xxxxxx Xxxxxxxxx
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Signature
By: /s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx Xxxxxxxxx --------------------------------------
------------------------------- Title: Chairman
Print Name -----------------------------------
/s/ Xxxx-Xxxx Xxxxxxxx And:_____________________________________
-------------------------------- Title:___________________________________
Signature
Xxxx-Xxxx Xxxxxxxx
-------------------------------
Print Name
Witnesses as to Lessee: CLEVELAND INDIANS BASEBALL
COMPANY LIMITED PARTNERSHIP,
an Ohio 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
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxxxxx Xxxxxxxxx-Xxxxxxx And:_____________________________________
_______________________________ Title: Vice President, Finance
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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