FIRST AMENDMENT TO PARTNERSHIP AGREEMENT
OF
WALNUT CREEK AMPHITHEATER PARTNERSHIP
This FIRST AMENDMENT TO PARTNERSHIP AGREEMENT ("Amendment") [ILLEGIBLE]
made and entered into effective as of this 31st day of January, 1992, by and
between SONY MUSIC/PACE PARTNERSHIP ("SMP"), a New York general partnership and
CDC AMPHITHEATERS/I, INC. ("CDP"), a North Carolina corporation.
RECITALS
A. Under effective date of July 1,1991, CDP and SMP executed that certain
Partnership Agreement ("Partnership Agreement") pursuant to which a New York
general partnership ("Partnership") known as Walnut Creek Amphitheater
Partnership was formed.
B. CDP and SMP, the sole partners of the Partnership, desire to amend
certain provisions contained in the Partnership Agreement as more fully set
forth herein.
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 acknowledged, the parties hereto do
hereby agree as follows:
1. Defined Terms. All capitalized terms used in this Amendment which are
not expressly defined herein shall have the meanings assigned to them pursuant
to the provisions of the Partnership Agreement.
2. No Adjustments to 2% Fee after 1991. Commencing with the 1992
Amphitheater Season and for each Amphitheater Season thereafter during the
existence of the Partnership, the two percent (2%) fee described in Section
8.01(a) of the Partnership Agreement shall not be adjusted in accordance with
the provisions of clauses (i) and (ii) of Section 8.01(a) of the Partnership
Agreement. Accordingly, Section 8.01(a) is hereby amended in its entirety to
read as follows:
(a) An annual fee in an amount equal to two percent (2%) of all
Gross Revenues received during each Amphitheater Fiscal Year shall be
payable by the Partnership to SMP within thirty (30) days after the end of
each such Amphitheater Fiscal Year.
3. Deletion of the definition of Net Other Distributions. The defined
term "Net Other Distributions" appearing in Article I of the Partnership
Agreement is hereby deleted in its entirety.
4. Ratification. Except as expressly amended hereby, the Partnership
Agreement is hereby ratified and reaffirmed in all respects.
WITNESS the execution hereof effective as of the date and year first above
written.
SONY MUSIC/PACE PARTNERSHIP, a New
York general partnership
By: PACE CONCERTS, INC., a Texas
corporation and its general partner
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: President
By: YM Corp., a Delaware corporation
and its general partner
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: V.P.
CDC AMPHITHEATERS/I, INC., a North
Carolina corporation
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Chairman
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