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EXHIBIT 10.1
FIRST AMENDMENT TO
SERVICES AGREEMENT
This First Amendment To
Services Agreement (this “ Amendment ”)
is dated June 20, 2008 (the “ First Amendment Effective
Date ”) by and among the following parties:
(1) CPI International Touring Inc. (“ Touring ROW
”), a Barbados IBC corporation;
(2) KSC Consulting (Barbados) Inc. (“ KSC
”), a Barbados corporation;
(3) Live Nation Worldwide, Inc. (“ LN ”), a
Delaware corporation, on its own behalf and in its capacity as
successor-in-interest to each of CPI Touring (USA), Inc., a
Delaware corporation, CPI Entertainment Content (2005), Inc., a
Delaware corporation, CPI Entertainment Content (2006), Inc., a
Delaware corporation and Grand Entertainment (ROW), LLC, a Delaware
limited liability company (collectively with Touring ROW, the
“ CPI Companies ”); and
(4) Michael Cohl, a resident of Barbados (“ Cohl
”).
RECITALS
Whereas , the CPI
Companies (collectively and together with LN, the “
Companies ”), KSC and LN are parties to that certain
Services Agreement (the “ Services Agreement ”)
executed on September 12, 2007; and
Whereas , the
Companies, KSC and Cohl have agreed to amend certain provisions in
the Services Agreement as more fully set forth herein.
AMENDMENT
Now, Therefore , in
consideration of the mutual promises and obligations contained
herein, the parties agree as follows:
1. Modification of
Term . Section 1(a) of the Services Agreement is hereby amended
and restated in its entirety to read as follows:
(a)
Term . Unless earlier terminated in accordance
with the provisions of Section 6 hereof, the Services
Relationship starts on the Effective Date and ends on the close of
business on the fourth (4 th ) anniversary
of the First Amendment Effective Date.
2. Modification of
Title and Reporting . Section 2(a) of the Services
Agreement is hereby amended and restated in its entirety to read as
follows:
(a)
Title and Reporting . During the Actual Term, the
following provisions will apply:
(i) As
of the First Amendment Effective Date, Cohl hereby resigns as the
Chief Executive Officer of each of the CPI Companies and all other
offices of the Companies and Live Nation, Inc. As of the First
Amendment Effective Date, the employees of each of the CPI
Companies shall no longer report directly to Cohl and Cohl shall
have no day-to-day management responsibilities or authority over
any such employees or operations. LN will continue to have the
right to dissolve any one or more of the CPI Companies and/or
assign all or any portion of the assets of the CPI Companies to
other affiliates of LN.
(ii) Cohl will serve as a consultant to the Companies,
including, without limitation, to LN’s division known as Live
Nation Artists or Artist Nation (the “ Artist
Nation Division ”).
(iii) In
his capacity as a consultant, Cohl will report solely to LN’s
Chief Executive Officer.
3. Modification of
Duties and Authority . Section 2(b) of the Services
Agreement is hereby amended and restated in its entirety to read as
follows:
(b)
Duties and Authority. KSC will cause Cohl to
perform such consulting duties for the Companies that any of the
Companies may from time to time reasonably and lawfully designate
and that are mutually agreed upon by the parties.
4. Certain
Deletions in Section 2. Sections 2(c), 2(d), 2(e) and
2(g) of the Services Agreement are hereby deleted in their
entirety.
5.
Compensation . Section 3 of the Services Agreement is
hereby amended and restated in its entirety to read as follows:
3.
COMPENSATION.
The Companies
will pay to KSC
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