Location Rental Agreement [Amendment No. 2] - Martha Stewart Living Omnimedia Inc. and Martha Stewart
AMENDMENT TO THE LOCATION RENTAL AGREEMENT
AS AMENDED BY AND BETWEEN THE COMPANY AND MARTHA STEWART
THIS SECOND AMENDMENT TO THE LOCATION RENTAL AGREEMENT, dated as of
March 15, 2004 (the "Amendment"), by and between Martha Stewart Living
Omnimedia, Inc. ("MSLO"), a Delaware corporation, and Martha Stewart
("Stewart"), a natural person (each of MSLO and Stewart, a "Party"). Capitalized
terms used in the Amendment but not defined herein shall have the meanings
provided in the Agreement.
W I T N E S S E T H:
WHEREAS, the Parties wish to amend that certain location rental
agreement entered into by and between MSLO and Stewart as of October 22, 1999,
as amended (the "Agreement");
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 1 of the Agreement is hereby amended to read as
follows:
"The term of this Agreement shall commence on the date
hereof and continue until July 4, 2004, unless this
Agreement is terminated pursuant to Section 7 hereof. "
2. Section 2 of the Agreement is amended by adding the
following to the final sentence of the Section:
"; provided, however, that for the period from January
1, 2004 to July 4, 2004, MSLO shall pay a pro rata
portion of the Annual Rental Fee in advance in six equal
monthly installments of $208,333 and a final installment
of $26,882 for the period commencing July 1, 2004 and
ending July 4, 2004."
3. The Amendment shall not constitute an amendment of any
provision of the Agreement not expressly referred to
herein. Except as expressly amended hereby, the
provisions of the Agreement are and shall remain in full
force and effect.
4. The Amendment may be executed by the parties hereto in
separate counterparts (including facsimile
counterparts), each of which shall be deemed to be an
original, and which taken together shall be deemed to
constitute one and the same instrument.
5. It is understood and acknowledged that none of the
changes to the Agreement effected by the Amendment and
no action or inaction by any party in connection
therewith shall be construed as a waiver of any rights
of Stewart or the Company arising under any agreement
between Stewart and the Company or under applicable law
all of which are expressly reserved.
6. The Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of
Delaware, without regard to its conflict of laws or
choice of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
the Amendment as of the date first above written.
-24-
<PAGE>
MARTHA STEWART LIVING OMNIMEDIA, INC.
By: /s/ Sharon Patrick
--------------------------------
Name Sharon Patrick
Title: President & Chief Executive Officer
/s/ Martha Stewart
---------------------------------------
Martha Stewart
-25-