SECOND AMENDMENT TO
EXHIBITION TOUR AGREEMENT
THIS AMENDMENT TO EXHIBITION TOUR AGREEMENT ("Agreement") is entered
into this 7th day of May, 2001, by and between RMS TITANIC, INC., a Florida
corporation ("RMST") and SFX FAMILY ENTERTAINMENT, INC., a Delaware corporation
and successor in interest to MAGICWORKS ENTERTAINMENT, INC. ("SFXFE").
RECITALS
A. RMST and SFXFE have previously entered into that Agreement dated
March 31, 1999;
B. RMST and SFXFE amended that Agreement on September 18, 2000 ("First
Amendment"); and,
C. RMST and SFXFE desire to amend certain provisions contained in the
Agreement and First Amendment ("Second Amendment") as more fully set forth
herein.
SECOND AMENDMENT
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby mutually acknowledged, the parties
hereto do hereby agree as follows:
1. Defined Terms. Each capitalized term used in this Second Amendment
which is not defined herein will have the meaning assigned thereto pursuant to
the provisions of the Agreement and First Amendment.
2. Modification to Financial Provisions. The provisions in the Agreement
and First Amendment relating to the financial obligations of SFXFE to RMST are
hereby amended as follows:
(a) Modification of the Financial Guarantee to RMST. Effective
as of the commencement of the Extension Period, the text of Section 5.1
of the Agreement and Section 2(b) of the First Amendment shall be
amended in its entirety to read as follows:
SFXFE unconditionally guarantees to RMST the payment of Two
Million Dollars ($2,000,000) for the Extension Period. The
foregoing guarantee shall be payable as follows with respect to
the modified Extension Period: (i) Seven Hundred Fifty Thousand
Dollars ($750,000) upon the execution of the Second Amendment,
(ii) Five Hundred Thousand Dollars ($500,000) on the first day
of the modified Extension Period, and (iii) Seven Hundred Fifty
Thousand Dollars ($750,000) on the first (1st) day of the sixth
(6th) month of the modified Extension Period.
3. Modification to Provisions Relating to the Term. The provisions in
the Agreement and First Amendment relating to the term of the Agreement and
First Amendment are hereby amended as follows:
(a) Time Periods Covered by the Extension Period. The text of
Section 12.1 of the Agreement and Section 3 of the First Amendment are
hereby deleted in their entirety and replaced with the following:
Begin Date End Date
---------- --------
Extension Period November 30, 2001 December 31, 2002
(b) Notwithstanding Section 2(a) hereof, the following
Exhibitions will close on the dates as noted:
Close Date
----------
Phoenix, Arizona Exhibition May 2002
Cleveland, Ohio Exhibition September 2002
Norwalk, Connecticut Exhibition September 0000
Xxxxxxx, Xxxxx Exhibition December 2002
(c) Any further modifications to the Extension Period shall be
mutually agreed to by the parties in writing.
(d) All other terms and provisions of the Agreement and First
Amendment shall apply with respect to the Extension Period. The parties
hereby expressly agree and acknowledge that, to the extent not modified
by this Second Amendment, the Agreement and First Amendment will remain
in full force and effect throughout the Extension Period.
4. Ratification. Except as expressly amended hereby, the Agreement and
First Amendment are ratified, confirmed and carried forward in all respects by
the parties hereto.
EXECUTED as of the date first set forth above:
RMS TITANIC, INC.
By: _____________________________
Name: ___________________________
Title: __________________________
SFX FAMILY ENTERTAINMENT, INC.
By: _____________________________
Name: ___________________________
Title: __________________________
