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EXHIBIT 10.3
FIRST AMENDMENT TO GROUND LEASE AGREEMENT
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BY AND BETWEEN
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GATEWAY ECONOMIC DEVELOPMENT CORPORATION OF GREATER CLEVELAND
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AND
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CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP
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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:
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WHEREAS, Gateway and Lessee entered into a Ground Lease Agreement,
dated as of the 3rd day of July, 1991 (hereinafter referred to as the "Ground
Lease"), and certain other documentation and agreements related thereto; and
WHEREAS, Gateway and Lessee are desirous of making certain
modifications to the Ground Lease, and
WHEREAS, notwithstanding and as an exception to the provisions of
section 24.24, 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 Ground Lease.
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the parties do hereby agree to the following
modifications to the Ground Lease.
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 Ground Lease. The preceding commitment is the same
commitment as set forth in the First Amendment to 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, consents or permits for the
erection, use or operation of the auxiliary bleacher
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, in Lessee's sole and absolute
discretion, not to erect, use and operate the auxiliary
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bleachers structure during any 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 the 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 bleacher
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 24.24 is modified to read consistently with this
amendment.
4. The parties hereby agree that Exhibit A attached hereto is
hereby incorporated into the Ground Lease as the area referred
to in the Lease and the Ground Lease as the "Field". The City
shall not be deemed to have either approved or disapproved the
attached Exhibit and the commitments set forth in Section 1
and 2 above are independent from any inaccuracy, if any, of
such Exhibit.
FURTHERMORE, the provisions of this First Amendment are hereby
incorporated into the original Ground Lease 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 Ground Lease, not inconsistent with this First
Amendment, shall remain unchanged and in full force and effect.
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/ Sherry Jefferson
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Signature
By: /s/ Joseph A. Marinucci
Sherry Jefferson -------------------------------------
- ------------------------------- Title: Chairman
Print Name -----------------------------------
/s/ Ruth-Anne Flannery
- ------------------------------- And:_____________________________________
Signature Title:___________________________________
Ruth-Anne Flannery
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Print Name
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Witnesses as to Lessee: CLEVELAND INDIANS BASEBALL
COMPANY LIMITED PARTNERSHIP,
an Ohio limited partnership
/s/ Ronald S. McQuate By: Cleveland Indians Baseball
Company, Inc., an Ohio corporation,
_______________________________ its sole general partner
Signature
Ronald S. McQuate
_______________________________ /s/ Dennis Lehman
Print Name By:______________________________________
/s/ Jacqueline Pachinger-Stetter Title: Executive Vice President, Business
_______________________________ ___________________________________
Signature
/s/ Kenneth E. Stefanov
Jacqueline Pachinger-Stetter 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/ Michael R. White
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Its: Mayor City of Cleveland
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Date: March 19, 1999
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