LEASE AGREEMENT
BETWEEN
GREAT AMERICAN ENTERTAINMENT COMPANY
and
LEGENDS IN CONCERT, INC.
1. PREMISES............................................................1
2. SECURITY DEPOSIT....................................................2
3. TERM................................................................2
4. OPTION TO EXTEND TERM...............................................2
5. RENT................................................................3
6. TICKET SALES........................................................3
7. TAXES...............................................................4
8. USE.................................................................5
9. QUIET ENJOYMENT.....................................................5
10. REPAIR, MAINTENANCE AND ASSESSMENT..................................5
12. ALTERATIONS AND IMPROVEMENTS........................................6
16. CASUALTY............................................................7
17. CONDEMNATION........................................................8
18. ASSIGNMENT AND SUBLEASING...........................................8
19. INDEMNIFICATION.....................................................9
20. COMPLIANCE WITH APPLICABLE LAWS.....................................9
21. LANDLORD'S RIGHT OF ENTRY...........................................9
22. NOTICES.............................................................9
23. OPTION TO PURCHASE.................................................10
24. EXCLUSIVE LOCATION AND LANDLORD'S RIGHT OF FIRST REFUSAL...........10
25. GOVERNING LAW......................................................11
26. BINDING AGREEMENT..................................................11
27. LANDLORD'S REMEDIES................................................11
28. ENTIRE AGREEMENT...................................................11
29. NO JOINT VENTURE...................................................12
30. SUBORDINATION TO MORTGAGES.........................................12
31. JURISDICTION.......................................................12
32. ASSIGNMENT BY LANDLORD.............................................12
STATE OF SOUTH CAROLINA )
) LEASE AGREEMENT
COUNTY OF HORRY )
THIS LEASE is made and entered into by and between GREAT
AMERICAN ENTERTAINMENT COMPANY, a Delaware corporation, hereinafter called the
"Landlord" and LEGENDS IN CONCERT, INC., a Nevada corporation, hereinafter
called the "Tenant", which terms "Landlord" and "Tenant" shall include wherever
the context admits or requires the heirs, legal representatives, successors and
assigns of the respective parties.
WITNESSETH:
1. PREMISES. The Landlord, for and in consideration of the
covenants of the Tenant, does hereby lease and demise unto the Tenant subject to
the reservations and conditions set forth herein and the Tenant hereby agrees to
take and lease from the Landlord, for the term hereinafter specified, the
premises described on Exhibit "A", attached hereto and made a part hereof, said
property hereinafter called the "Demised Premises".
Excepted from the Demised Premises and specifically reserved
by Landlord from the Demises Premises are the following:
(1) the exclusive use by Landlord, its employees,
agents, invitees and guests of all of the upstairs offices (except for the green
room, production office, men's dressing room, ladies' dressing room and landing
area at top of stairs) and non-exclusive right of ingress and egress thereto for
the period from the date hereof until February 10, 1995.
(2) A box office location and computer station
(computer provided by the Landlord) for one (1) person to operate as a ticket
outlet for Xxxxxx Xxxxxxx Productions, and
(3) the non-exclusive use by Landlord, its agents and
employees of the parking lot and the non-exclusive right of ingress-egress to
the box office.
2. SECURITY DEPOSIT. The Tenant has deposited with the
Landlord the sum of Eighty-Six Thousand and No/100 ($86,000.00) Dollars as
security for Tenant's full and faithful performance of all the terms of this
Lease. Landlord shall return such sum when this Lease expires if Tenant has
fully and faithfully carried out all of its terms. Landlord may apply any part
of such deposit to cure any of Tenant's defaults. In such event, Tenant shall,
upon demand, deposit with Landlord the amount so applied so that Landlord shall
have the full security deposit on hand at all times during the term hereof. If
there is a sale of the property, Landlord may transfer the security deposit to
the Purchaser and Landlord shall be released from all liability for the return
of the security deposit and Tenant shall look solely to the new Landlord for its
return.
3. TERM. The term of this Lease shall begin on January 10,
1995, and shall end on December 31, 1995, (the "Initial Term").
4. OPTION TO EXTEND TERM. Provided that this Lease is then in
full force and effect and Tenant has fully performed all of its terms and
conditions, the Tenant may extend the term of this Lease upon the same terms and
conditions (except for the rent set forth in paragraph 5) for three (3) separate
and successive periods ("Extended Terms"), the first and second Extended Terms
being for one (1) year each and the third Extended Term being for seven (7)
years. Each option to extend shall be deemed automatically exercised unless
Tenant gives to the Landlord, no less than ninety (90) days prior to the
expiration of the then current term, written notice that the Lease shall not be
extended.
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5. RENT. The Tenant shall pay to the Landlord rent as follows:
a. Initial Term: For the Initial Term, rent in the
amount of Two Hundred Seventy-Eight Thousand and No/100 ($278,000.00) Dollars.
b. Extended Terms: For the Extended Terms, the annual
rent shall be:
(i) First Extended Term - $300,000
(ii) Second Extended Term - $330,000
(iii) Third Extended Term - $350,000 per year
c. Rent Payment. The rent shall be due and payable to
Landlord in equal monthly installments, on the first day of each month
commencing with the first month of this Lease.
6. TICKET SALES. Landlord and Tenant agree to reciprocally
sell each other's respective tickets as follows:
a. Tenant hereby grants to Landlord as a condition of
this Lease the non-exclusive right to book tickets to Tenant's shows at the
Demised Premises. Landlord shall receive the following fees for tickets for
Tenant's shows:
(i) Any tickets costing $17.00 or more booked by
Landlord (including taxes) $5.00 fee to
Landlord.
(ii) Any tickets costing $14.00 to $16.99
(including taxes) $4.00 fee per ticket to
Landlord.
(iii) Any tickets costing $11.00 to $13.99
(including taxes) $3.00 fee per ticket to
Landlord.
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(iv) Notwithstanding the above for any tickets
booked for motor coaches, Landlord shall
receive a fee of no less than $3.00 per
ticket.
These fees shall be deducted by Landlord if payment made to
Landlord by the purchaser and the balance of the payment for the ticket shall be
held in escrow by the Tenant until the respective performance. If payment made
to Tenant by the purchaser Tenant shall put the payments for such tickets in
escrow until the respective performance and pay Landlord at that time.
b. Landlord hereby grants the non-exclusive right to Tenant to
book tickets to Landlord's shows at The Xxxxxxxx Xxxx and/or The Xxxxx Jubilee.
If payment for said booked tickets is made by the Purchaser to Tenant, Tenant
shall forward within seven (7) days said funds to Landlord. Landlord shall pay
Tenant a fee of $1.00 for each such ticket booked by Tenant which amount shall
be paid upon receipt of ticket payment and occurrence of performance. Provided,
however, Tenant shall not advertise the sale of tickets of The Carolina Opry or
The Xxxxx Jubilee without the prior written consent of Landlord.
c. Tenant shall not, without the prior written consent of
Landlord, sell tickets or advertise for any other show or performance except for
shows or performances on the Demised Premises and as set forth above.
7. TAXES. The Tenant shall pay any and all real estate taxes,
personal property, asset taxes, admission taxes, sales taxes, resale taxes and
all other taxes related to the Demised Premises and the operation of Tenant's
business on or before the first day of December each year and shall provide
Landlord with paid receipts of same on or before December 15th of each year.
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8. USE. The Tenant shall use the Demised Premises solely for
operating a live family-style performance theater, provided, however, Tenant
shall not use the Demised Premises for any form of adult entertainment,
striptease acts, night clubs, or similar types of performance nor shall there be
permitted any type of alcoholic beverage sales on the Demised Premises.
9. QUIET ENJOYMENT. The Tenant, upon paying the rent and
performing all other terms of this Lease, shall quietly have and enjoy the
leased property during the term of this Lease and any extensions thereof without
hindrance or interference by anyone claiming by or through the Landlord.
10. REPAIR, MAINTENANCE AND ASSESSMENT. During the Initial
Term only, Landlord warrants that the roof is in good order and repair and shall
not leak. Tenant shall pay for and make all other repairs and replacements to
the Demised Premises (including, without limitation, the theater's light system,
sound system, curtains, riggings, staging, seating and concession
gift/equipment) in good order and repair.
11. SURRENDER. Upon the termination of this Lease (whether by
expiration or otherwise) the Tenant shall immediately surrender the Demised
Premises in as good condition as it was in at the beginning of this Lease,
reasonable use and wear and damages by the elements expected. If the Tenant
fails to deliver the Demised Premises, Landlord shall have the right to retain
as liquidated rental the security deposit. Landlord, by accepting such
liquidated rental, shall not be deemed to waive any other right or privilege
under this Lease, but rather such right shall be considered as in addition to
and not in exclusion of such rights and privileges.
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12. ALTERATIONS AND IMPROVEMENTS. Tenant shall make no
alterations, additions, or improvements of any nature to the Demised Premises
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld.
13. UTILITIES. Tenant shall be responsible for payment to the
respective utility companies for all electric, telephone, water, sewer, and
other utility service provided to the Demised Premises.
14. DEFAULT. If proceedings shall be commenced against the
Tenant in any Court under the Bankruptcy Act or for the appointment of a trustee
or receiver of the Tenant's property either before or after the commencement of
the lease term or any extension thereof, or if there shall be a default of the
payment of rent or any part thereof for more than ten (10) days after written
notice of such default by the Landlord, or if there shall be default in the
performance of any other covenant, agreement or conditions herein contained on
the part of the Tenant for more than thirty (30) days after written notice of
such default by the Landlord, this Lease (if the Landlord so elects), shall
thereupon become null and void, and the Landlord shall have the right to
re-enter or repossess the Demised Premises, either by force, summary
proceedings, surrender, or otherwise and dispossess and move therefrom the
Tenant or other occupants thereof, and their effects, without being liable for
any prosecution therefor. In such case the Landlord may, at its option, re-let
the Demised Premises or any part thereof, as the agent of the Tenant, and the
Tenant shall pay the Landlord the difference between the rent hereby reserved
and agreed to be paid by the Tenant for the portion of the term remaining at the
time of re-entry or repossession and the amount, if any, received or to be
received under such re-letting for such portion of the term.
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In addition to any other remedies Landlord may have at law or
equity or under this Lease, Tenant shall pay upon demand all Landlord's costs,
expenses (including attorney's fees) in connection with the recovery of sums due
under this Lease or because of any breach of the terms of this Lease by Tenant.
15. INSURANCE. Tenant shall keep the Demised Premises insured
at its sole cost and expense against claim for personal injury or property
damage under a single limit policy of general public liability insurance of at
lease One Million and No/100 ($1,000,000.00) Dollars per person and Three
Million and No/100 ($3,000,000.00) Dollars per occurrence. Such policy shall be
issued by a financially responsible insurer licensed to do business in the State
of South Carolina and shall name the Landlord as an additional insured. Tenant
shall provide Landlord with a copy of said policy and all replacements thereto.
Tenant shall be responsible for maintaining insurance on its own personal
property.
Tenant shall at its own expense keep the building and contents
located on the Demised Premises insured against loss or damage by fire with
extended coverage endorsement in an amount not less than the full replacement
value of the building and contents which policy shall name the Landlord as the
insured.
16. CASUALTY. If the Demised Premises should be damaged during
the term by fire or other insurable casualty to the extent of less than 35% of
the replacement value of the Demised Premises, without the fault of Tenant,
Landlord shall, subject to the provisions hereof and subject to the time that
elapses due to adjustment of fire insurance, repaid and/or restore the same to
substantially the condition it was in immediately prior to such damage or
destruction, except as in this Article provided. All insurance proceeds received
by Landlord
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pursuant to the provisions of this Lease shall be held in trust by the Landlord
and applied to the payment of such restoration. Landlord's obligation under this
Article shall in no event exceed the scope of the original construction and
contents of the building. Tenant shall with due dispatch, replace or restore
forthwith any trade fixtures, signs or other installations, theretofore
installed by Tenant. Rent payable under this Lease shall be abated during the
restoration period.
If the Demised premises are damaged by fire or other casualty
to the extent of greater than 35% of the replacement value of the Demised
Premises, Landlord shall repair and/or restore the Demised Premises in the same
manner as set forth in the preceding paragraph only upon the condition that
Tenant affirmatively exercises all of the options to extend the term of this
Lease and no less than four (4) years are still remaining in the term.
Otherwise, this Lease shall terminate upon the occurrence of such casualty and
neither party shall have any further rights or obligations hereunder.
17. CONDEMNATION. If the whole of the Demised Premises, or
such portion thereof as will make the leased property unsuitable for the
purposes herein leased, are taken by condemnation or eminent domain, this Lease
shall expire on the date when the Demised Premises shall be so taken, and the
rent shall be apportioned as of that date.
18. ASSIGNMENT AND SUBLEASING. The Tenant may not sublet all
or any portion of the Demised Premises or assign this Lease, except to a wholly
owned subsidiary of Tenant with the prior written approval of Landlord which
shall not be unreasonably withheld. Provided, however, no such assignment or
sublet shall relieve Tenant of its obligations hereunder and Tenant shall along
with such assignee or sublessee remain fully responsible for the performance
hereof.
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19. INDEMNIFICATION. Tenant shall defend, indemnify and hold
Landlord harmless from and against any claim, loss, expense or damage to any
person or property in or upon the Demised Premises, arising out of Tenant's use
or occupancy of said premises or any act or neglect of Tenant or Tenant's
servants, employees or agents, or any change, alteration or improvement made by
Tenant in the Demised Premises.
20. COMPLIANCE WITH APPLICABLE LAWS. The Tenant, at its sole
expense, shall comply with all laws, orders and regulations of any governmental
authority and shall, at its own expense, obtain all required licenses or permits
for the operation of its business.
21. LANDLORD'S RIGHT OF ENTRY. The Landlord and its
representatives may, upon reasonable notice to Tenant, enter the Demised
Premises, during normal business, for the purpose of inspecting the Demised
Premises, performing any work the Landlord is to perform hereunder or elects to
undertake because of Tenant's failure to do so, or for exhibiting the property
to prospective purchasers, lessees, or mortgagees. Tenant shall have the right
to provide an escort during such entries hereunder.
22. NOTICES. Any notice under this Lease must be in writing
and must be sent by registered or certified mail to the last address of the
party to whom the notice is to be given, as designated by such party in writing.
The Landlord hereby designates its address as Great American Entertainment
Company President's Office, 0000-X Xxxxx Xxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxx
Xxxxxxxx 00000. The Tenant hereby designates its address as Xxxx Xxxxxx/Xxx
Xxxxxxx, Legends In Concert, 0000 Xxxx Xxxxx Xxxxx, Xxxxx 00, Xxx Xxxxx, Xxxxxx
00000.
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23. OPTION TO PURCHASE. At anytime within four (4) years from
the date hereof, Tenant may purchase the Demised Premises for a consideration to
be agreed upon with Landlord. The Tenant shall provide Landlord with notice of
its election to purchase hereunder and if the parties cannot agree on the
purchase price within thirty (30) days of such notice, the amount shall be
determined by appraisal by an MAI Appraiser mutually selected by Landlord and
Tenant. If the parties cannot agree on the selection of an MAI appraiser within
ten (10) days, a referral shall be obtained from the Horry County Board of
Realtors which shall be binding on both parties. The cost of the appraisal shall
be shared equally between Landlord and Tenant. Closing shall occur within thirty
(30) days of the agreement by Landlord and Tenant on the purchase price or
within thirty (30) days of the receipt of the appraisal from the MAI appraiser.
The Landlord and Tenant each agree to be responsible for the payment of the
respective closing cost customarily paid by the seller or by the buyer in a
transaction of this nature in Horry County, South Carolina. Except for prepaid
rent, there shall be no prorations since Tenant is responsible under the Lease
for the payment of all portable items.
24. EXCLUSIVE LOCATION AND LANDLORD'S RIGHT OF FIRST REFUSAL.
Tenant shall not lease another existing location within a fifty (50) mile radius
of the Demised Premises within three (3) years from the date hereof. If Tenant
desires to construct a new location within a fifty (50) mile radius of the
Demised Premises within three (3) years from the date hereof, Landlord shall
have the right of first refusal to construct the theater upon the same terms and
conditions Tenant deems acceptable from a third party. Tenant shall have the
option of being an equal partner with Landlord and shall advise Landlord of its
election when presenting the acceptable proposal to Landlord. Landlord shall
then have a period of thirty (30)
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days to accept or reject Tenant's proposal. If rejected, Tenant may proceed upon
the same terms and conditions as rejected by Landlord.
25. GOVERNING LAW. This Lease shall be governed, construed and
enforced in accordance with the laws of the State of South Carolina.
26. BINDING AGREEMENT. The covenants, terms, conditions,
provisions and undertakings in this Lease or any extensions thereof, shall
extend to and be binding on the heirs, executors, administrators, successors and
assigns to the respective parties hereto, as if they were in every case named
and expressed and shall be construed as covenants running with the land; and
wherever reference is made to either of the parties hereto, it shall be held to
include and apply also to the heirs, executors, administrators, successors and
assigns of such party as if and in each and every case so expressed.
27. LANDLORD'S REMEDIES. The specified remedies to which the
Landlord may resort under the terms of this Lease are cumulative and are not
intended to be exclusive of any other remedies or means of redress to which the
Landlord may be lawfully entitled in case of any breach or threatened breach by
the Tenant of any provisions of this Lease.
28. ENTIRE AGREEMENT. This Lease contains the entire agreement
between the parties and shall not be modified in any manner except by an
instrument in writing executed by the parties. If any term or provision of this
Lease or the application of such term or provision to persons or circumstances
other than those to which is held invalid or unenforceable, shall not be
affected thereby and each term or provision of this Lease shall be valid and be
enforced to the fullest extent permitted by law.
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29. NO JOINT VENTURE. The parties have not created and do not
intend to create by this Lease a joint venture or partnership relation between
them.
30. SUBORDINATION TO MORTGAGES. This Lease is subject and
subordinate at all times to the lien of existing and future mortgages on the
Demises Premises. Although no instrument or act by Tenant shall be necessary to
effectuate such subordination, Tenant shall, nevertheless, executed and deliver
such further instruments subordinating this Lease to the lien of all such
mortgages when required by the respective mortgagees.
31. JURISDICTION. Tenant submits to any court of competent
jurisdiction in the state of South Carolina. Tenant agrees that any action
concerning this Lease, whether initiated by Landlord, Tenant or any other party
shall be tried only in a court of competent jurisdiction within the state of
South Carolina and Tenant waives all objections to such venue. All matters
arising hereunder shall be determined in accordance with the law and practice of
such South Carolina Court. Tenant further agrees to comply with all requirements
necessary to give such court in personam jurisdiction and agrees that service of
process may be accomplished by, in addition to any other lawful means, certified
mail, return receipt requested, to Tenant at Tenant's address set forth herein
or any new address of which Landlord has been notified in writing.
32. ASSIGNMENT BY LANDLORD. Landlord reserves the right to
sell, assign, or transfer this Lease. Upon any such sale, assignment, or
transfer, other than merely as security, Tenant agrees to look solely to the
assignee or transferee with respect to all matters in connection with this Lease
and Landlord shall be released from any further obligations hereunder. If Tenant
makes any security deposit by virtue of this Lease or otherwise, Landlord
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may transfer the deposit to the assignee or transferee and thereupon Landlord
shall be discharged from any further liability in reference thereto.
IN WITNESS WHEREOF, the Landlord and Tenant have executed this
Lease, this ____ day of __________________ 199_.
IN THE PRESENCE OF: Landlord:
GREAT AMERICAN ENTERTAINMENT
COMPANY
_____________________________ By:_______________________________
_____________________________ Its:_______________________________
Tenant:
LEGENDS IN CONCERT, INC.
____________________________ By:_______________________________
____________________________ Its:_______________________________
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STATE OF NEVADA )
) PROBATE
COUNTY OF XXXXX )
PERSONALLY APPEARED BEFORE ME the undersigned witness, and made oath that s/he
saw the within GREAT AMERICAN ENTERTAINMENT COMPANY, INC., by Xxxxx X. Olive its
President, sign, seal and as the Corporate act and deed deliver the within
written Lease Agreement and the s/he with the other undersigned witness,
witnessed the execution thereof.
___________________________________
SWORN to and subscribed before me
this ___ day of ______________, 199_.
_____________________________________
Notary Public for Nevada
My Commission Expires:______________
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STATE OF NEVADA )
) PROBATE
COUNTY OF XXXXX )
PERSONALLY APPEARED BEFORE ME the undersigned witness, and made oath that s/he
saw the within LEGENDS IN CONCERT, INC., by Xxxx Xxxxxx its President, sign,
seal and as the Corporate act and deed deliver the within written Lease
Agreement and the s/he with the other undersigned witness, witnessed the
execution thereof.
___________________________________
SWORN to and subscribed before me
this ___ day of ______________, 199_.
_____________________________________
Notary Public for Nevada
My Commission Expires:______________
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ADDENDUM TO LEASE AGREEMENT
THIS LEASE ADDENDUM is made and entered into this ____ day of
______________, 199_ by and between GREAT AMERICAN ENTERTAINMENT COMPANY, a
Delaware corporation, hereinafter called the "Landlord" and LEGENDS IN CONCERT,
INC., a Nevada corporation, hereinafter referred to as the "Tenant."
RECITALS
The parties have previously drafted a Lease Agreement for the use of a
theater owned by the Landlord in Myrtle Beach, South Carolina.
After further negotiations, the parties wish to amend and augment the
terms contained in their draft of December 30, 1994 by entering into this
agreement which shall be executed contemporaneously with the execution of the
parties Lease Agreement.
1. PREMISES. The description of the Premises shall be augmented by
attaching to Exhibit "A" of the Lease an accurate scaled blueprint of the
theater. The Landlord will xxxx on said blueprint those areas of the theater
which it intends to maintain exclusive use and control over as provided for in
subsections (1) and (2) of the Premises provision.
The Landlord's non-exclusive use of the parking lot shall not
materially effect or impact the Tenant's use of the theater or the ingress or
egress of its guests or patrons to the Tenant's performances.
2. SECURITY DEPOSIT. The Tenant will deposit with the Landlord as a
security deposit the sum of EIGHTY SIX THOUSAND DOLLARS ($86,000), payable as
follows:
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FIFTY THOUSAND DOLLARS ($50,000) within five (5) days of the execution of this
agreement with the balance to be paid on or before February 1, 1995.
The Landlord shall maintain the Tenant's security deposit in an
interest bearing account which shall pay interest of not less than that which
the Tenant could receive by placing the sums in a six (6) month Certificate of
Deposit, in a federally insured bank, in the Myrtle Beach, South Carolina area.
The Tenant alone shall be entitled to the interest generated from the security
deposit and shall be entitled to receive said interest at such dates and times
as the financial institution, wherein the deposit is held, shall pay.
In the event that the Landlord shall sell the property to a third
party, the Landlord agrees to place the security deposit in an interest bearing
escrow account to the benefit of the Tenant. The Landlord shall return to Tenant
TEN THOUSAND DOLLARS ($10,000) of the security deposit each year on the
anniversary date of this Lease Agreement. On the anniversary date of the eighth
year, the Landlord hereby agrees to return the remaining balance of the security
deposit to Tenant along with all returns and interest due upon said deposit.
3. TERM. The term of this Lease shall begin on February 1, 1995 and
shall end on December 31, 1995 (the initial term).
5. RENT.
(a) Initial Term. For the initial Term, rent in the amount of Two
hundred Sixty-Eight Thousand ($268,000) Dollars.
6. Ticket Sales.
(a) The ticket commissions paid to the Landlord pursuant to paragraph
6(a) of the parties Lease Agreement shall be in effect for the
initial term. Thereafter,
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in the event the Tenant exercises its option to extend the
Term, the Tenant may negotiate the ticket commissions with the
Landlord provided, however, that the Tenant will pay the
Landlord no less than Three Dollars ($3.00) per ticket for
tickets sold during the second term.
All tickets sold by the Landlord under the third or
fourth term extension shall be based solely upon the
commission structure agreed upon by the parties during such
term.
The Landlord shall make a reasonable effort to sell
Tenant's tickets and will advise and consult in the area of
marketing and promotion of Tenant's shows.
10. REPAIR, MAINTENANCE AND ASSESSMENT. The Landlord represents and
warrants that the theater and all essential equipment in the theater including,
but not limited to the theaters light system, sound system, curtains, riggings,
staging, seating, concession and gift areas, fire safety systems and the like
are in good working order and are at present fully operable and serviceable. The
Landlord further represents and warrants that to the best of his knowledge there
are no latent defects with the theater building or its equipment which would
materially impair the Tenant's ability to open and operate his theatrical
production.
13. UTILITIES. In order to prevent the Tenant from being required to
post a new or additional security deposit, the Landlord hereby agrees to allow
the Tenant the use of the Landlord's security deposit that Landlord has
previously deposited with the utility company that provides the electrical
service to the Demised Premises The Tenant hereby expressly acknowledges that it
has no financial interest in said security deposit and that upon termination
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of this Lease, for any reason, the security deposit is and shall remain
exclusively to the benefit of the Landlord.
14. DEFAULT. In the event of a re-entry and repossession of the
premises by the Landlord following a default, the Landlord agrees that it will
not rent the theater at substantially below current market values and that it
will use its good faith best efforts to Lease the theater at its full fair
market value or at the rate of rent anticipated by the Lease agreement,
whichever is greater.
19. INDEMNIFICATION. The Landlord shall de-fend, indemnify and hold
Tenant harmless from and against any claim, loss, expense or damage to any
person or property in or upon the Demised premises arising out of a 'Latent
defect in the building or permanent equipment of the building or any act of
negligence of the Landlord or the Landlord's servants, employees or agents.
21. LANDLORD'S RIGHT OF ENTRY. The Landlord and its representatives
shall provide the Tenant with reasonable notice of its wish to enter the
building, and in any event, not less than two (2) hours notice. Moreover, the
Landlord agrees that said entry shall not be made within an hour of or during
any theatrical performance.
23. OPTION TO PURCHASE. In addition of the option to purchase the
building, the Landlord hereby grants to the Tenant a right of first refusal to
acquire the building in the event that Landlord should solicit or receive a
purchase money offer from any third party. In the event that the Landlord
receives such an offer, the Landlord will communicate such offer to the Tenant
from the full written terms of the said offer. Thereafter, the Tenant shall have
thirty (30) days to communicate to the Landlord his willingness to purchase the
building on the same terms and
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conditions as has been offered by any third party purchaser. The Tenant's right
of first refusal shall not be operative in the event that the Landlord is
selling his entire business operation, including shows and other theatrical
facilities.
24. EXCLUSIVE RIGHT AND LANDLORD'S RIGHT OF FIRST REFUSAL.
The Tenant shall not lease another location for the purposes of
operating a "Legends in Concert" production within a fifty (50) mile radius of
the Demised Premises within three (3) years from the date hereof. However, the
Tenant may lease a facility for purposes of operating another performance
provided, however, that the Landlord shall have a right of first refusal to rent
equivalent space to the Tenant, on equivalent terms, should the Tenant find
another facility in which it wishes to stage another production. The Landlord
shall then have a period of thirty (30) days to accept or match the Tenant's
proposed lease arrangement with another theater to house a non-"Legends in
Concert" production.
31. JURISDICTION. The parties agree that in any dispute arising under
the parties agreement, save and except a Landlord and Tenant dispute wherein the
Tenant is a holdover tenant, shall be submitted to binding arbitration in
accordance with the rules of the American Arbitration Association at a neutral
forum, as the parties may agree, outside the states of South Carolina and
Nevada. A Landlord and Tenant dispute arising as a result of the Tenant's
holding over of the premises may be resolved by any court of competent
jurisdiction in the state of South Carolina.
33. NON-PIRACY/NON-COMPETITION. During the term of this agreement, the
parties agree that they shall neither solicit or attempt to solicit or employ
technical personnel or
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talent that is currently employed, or have been employed by the other party
within the last five (5) years. This covenant shall survive the term of this
agreement for a period of two (2) years.
34. CONTRACT CONSTRUCTION. For purposes of construction, the parties
agree that the Lease Agreement and Addendum should be read together and to the
extent that any term or condition of the Lease Agreement is in conflict with the
term or condition of this Addendum, the terms and conditions of this Addendum
shall take priority and the contradictory term or condition of the Lease
Agreement shall be rendered null and void and will have no practical effect
and/or purpose.
IN WITNESS WHEREOF, the Landlord and Tenant have executed this
Addendum, this ____ day of _____________, 199_.
IN THE PRESENCE OF: Landlord:
GREAT AMERICAN ENTERTAINMENT
COMPANY
_____________________________ By:_______________________________
_____________________________ Capacity:_________________________
Tenant:
LEGENDS IN CONCERT, INC.
____________________________ By:_______________________________
____________________________ Capacity:_________________________
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