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                                                                   EXHIBIT 10.50

                        THIRD AMENDMENT TO AN AGREEMENT
                            DATED OCTOBER 10, 1988
                                BY AND BETWEEN



                              THE CITY OF ATLANTA
                       a municipal corporation ("City")

                                      and

                              MCA CONCERTS, INC.,
                       a California corporation ("MCA")



                                Third Amendment
                                Dated July 1989
                               Signed May 25, 1994
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                    THIRD AMENDMENT TO AN AGREEMENT BETWEEN
                         THE CITY OF ATLANTA, GEORGIA
                            AND MCA CONCERTS, INC.



     THIS THIRD AMENDMENT is made as of the 14th day of July 1989, and
entered into as of the 30th day of April, 1994, by and between the City of
Atlanta, Georgia, municipal corporation chartered pursuant to Georgia Laws 1973,
p. 2188, et. seq., (hereinafter "City"), and MCA/PACE AMPHITHEATER GROUP, L.P. a
Delaware limited partnership (hereinafter referred to as (MCA/PACE").

     WHEREAS, the CITY and MCA CONCERTS, INC., a California Corporation,
(hereinafter "MCA"), entered into an Agreement dated October 10, 1988, relating
to an amphitheater to be constructed at Lakewood Fairgrounds (hereinafter "CITY-
MCA AGREEMENT"); and

     WHEREAS, by Assignment of Agreement dated June 15, 1989, MCA assigned,
transferred and conveyed to MCA CONCERTS II, INC., a California corporation
(hereinafter "MCA II"), all of MCA's right, title and interest in, to and under
the CITY-MCA Agreement; and

     WHEREAS, by Assignment of Agreement dated June 23, 1989 designated as
the "First Amendment", MCA II assigned, transferred and conveyed to MCA/PACE all
of MCA II's right, title and interest in, to and under the CITY-MCA AGREEMENT;
and

     WHEREAS, pursuant to a Second Amendment to the CITY-MCA AGREEMENT, MCA/PACE
was authorized to name the entertainment facility operated by them at the
Lakewood Fairgrounds "The Coca-Cola Lakewood Amphitheater"; and
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     WHEREAS, by an Ordinance adopted by the Council of the City of Atlanta
on July 5, 1989 and approved by the Mayor on July 12,1989, a copy of which is
attached hereto as Exhibit "A" this Third Amendment to the CITY-MCA AGREEMENT,
the terms of this Amendment have been properly approved by the Legislative and
Executive branches of City government; and

     WHEREAS, the City of Atlanta and MCA/PACE are desirous of acknowledging
and incorporating the change in fiscal agent for the community fund from the
Metropolitan Atlanta Community Foundation to the Southern Education Foundation
into all relevant sections of the CITY/MCA agreement; and

     WHEREAS, MCA/PACE has agreed to this Third Amendment, as evidenced by the
signatures of their officers below; and

     WHEREAS, through inadvertence the City and MCA never executed said
Second Amendment in 1989 and are desirous of rectifying this error now;

     NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00)in hand
paid by each party hereto to the other party hereto, and for and in
consideration of the foregoing recitals and the covenants and agreements set
forth and contained therein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto,
the City and MCA/PACE do hereby covenant and agree as follows.



                                 PARAGRAPH ONE
                                 -------------
     That a certain CITY/MCA AGREEMENT entered into by and between the City of
Atlanta, Georgia and MCA Concerts, Inc., as of October 10, 1988, as amended, be
further amended by deleting the words "Metropolitan Atlanta Community
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Foundation" where they appear in Section 4.11 of aforesaid Agreement, which
section is entitled "Benefits to Community," and inserting in lieu thereof the
words "Southern Education Foundation." When amended section 4.11 shall read as
follows:

     4.11 Benefits to Community. In furtherance of, and to the extent consistent
          ---------------------
     with the obligations of MCA under Section 3.4 of this Agreement, MCA
     agrees: (a) to give preference consistent with the City's First Source Jobs
     Policy Ordinance, throughout the Lease Term under the Sublease, to
     individuals residing in the City of Atlanta for the purposes of employment
     for MCA's operations at the Amphitheater Project, with MCA's specific goal
     under this Section 4.11 being that at least seventy-five per cent (75%)of
     MCA's employees for the Amphitheater Project will be residents of the City
     of Atlanta; and (b) to conduct job fairs/skills workshops in conjunction
     with the surrounding communities, the Southside Council for Jobs, and the
     Atlanta Area Vocational/Technical School for purposes of (i) informing the
     residents of the surrounding communities of the employment and subcontract
     opportunities which may be available in connection with the development and
     operation of the Amphitheater Project and (ii) facilitating the
     qualification and application process for prospective Amphitheater Project
     employees residing in the City of Atlanta. In connection with the first
     season of MCA's operations at the Amphitheater Project, MCA shall conduct
     at least three (3) such job fairs/skills workshops. MCA shall meet
     periodically with duly appointed
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     representatives of the surrounding communities in order to discuss the
     development and implementation of the programs described in this Section
     4.11 and in order to discuss other aspects of the development of the
     Amphitheater Project. MCA shall contribute twenty-five cents (25c) to
     the Southern Education Foundation for each ticket sold by MCA at the
     Amphitheater Project during each calendar year in excess of 125,000 tickets
     in such year, said proceeds to be distributed within communities impacted
     by the development within a three (3) mile radius of the facility. During
     the first year of MCA's operations at the Amphitheater Project, MCA shall
     contribute $100,000.00 to such fund or association as an advance against
     (and not in addition to) the contribution contemplated under the
     immediately preceding sentence. MCA's performance under this Section 4.11
     shall be monitored by the City's Office of Contract Compliance; and MCA
     shall, on or before June 1st and December 1st of each year, shall submit
     written reports to City's Office of Contract Compliance regarding such
     performance. Furthermore, in the event that MCA has not achieved or is not
     maintaining the seventy-five (75%) goal set forth in Section 4.1l(a) hereof
     during operation of the Amphitheater Project, then MCA shall request and
     utilize the assistance of the Office of Contract Compliance in achieving or
     maintaining said goal. MCA shall, in good faith, facilitate the hiring of
     resident subcontractors in connection with construction of the Amphitheater
     Project. Without limiting MCA's liability for City ad valorem property
     taxes relating to MCA's improvements at the Amphitheater Project, MCA also
     agrees that MCA
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     shall pay, or shall cause to be paid, any and all City ad valorem property
     taxes properly and duly levied with respect to MCA's improvements at the
     Amphitheater Project during a five (5) calendar year period commencing with
     the first calendar year in which such taxes are so levied, regardless of
     whether the operation of the Amphitheater Project is continuing during said
     five (5) calendar year period or any portion thereof.


                                 PARAGRAPH TWO
                                 -------------

     The CITY-MCA AGREEMENT, as expressly amended hereby, is reaffirmed and
restated herein by the undersigned. Said CITY-MCA AGREEMENT, as so amended, is
hereby incorporated herein by reference as though fully set forth in its
entirety in this Third Amendment.

     IN WITNESS WHEREOF, the City and MCA/PACE, acting through their duly
authorized officers and representatives, have duly executed this 25th day of
May, 1994, under seal as of the day and year first above written.


MCA/PACE AMPHITHEATERS GROUP, L.P.
a Delaware limited partnership


By:  MCA CONCERTS II, INC.,
--   a California Corporation

                                                      [SEAL HERE]
BY: _____________________________
--  Name: Name illegible
    Title: C.F.O


ATTEST: _________________________
------
<PAGE>

       Name:
       Title




   CITY OF ATLANTA
   a municipal corporation+tion of the State of Georgia



  /s/ Bill Campbell
  ----------------------------------
  MAYOR BILL CAMPBELL

  RECOMMENDED:


  /s/
  ----------------------------------
  CHIEF OPERATING OFFICER

  /s/                                      /s/
  ----------------------------------       --------------------------
  DIRECTOR, BUREAU OF PURCHASING           CHIEF OF STAFF
  & REAL ESTATE


  APPROVED:                                APPROVED AS TO FORM:


  /s/
  ------------------------------
  CHIEF FINANCIAL OFFICER

  ATTEST:

  /s/ Olivia P. Woods                      /s/ Rosalind A. Rubens
  ---------------------------------        --------------------------
  MUNICIPAL CLERK                          ASSISTANT CITY ATTORNEY
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                               CLERK OF COUNCIL
                               ATLANTA, GEORGIA

     AN ORDINANCE

     BY COUNCILMEMBERS DEBBY MCCARTY, DOZIER SMITH
     AND MORRIS FINLEY


                    AN ORDINANCE TO AMEND AN ORDINANCE ADOPTED BY
                    COUNCIL ON OCTOBER 3, 1988 AND APPROVED BY THE
                    MAYOR ON OCTOBER 7, 1988 AUTHORIZING THE APPROVAL
                    OF A SUBLEASE OF A PORTION OF THE LAKEWOOD FAIR-
                    GROUNDS BY FILMWORKS U.S.A., INC. TO MCA CONCERTS,
                    INC. AND THE EXECUTION OF AN AGREEMENT BETWEEN THE
                    CITY OF ATLANTA AND MCA CONCERTS, INC. PERTAINING
                    TO THE CONSTRUCTION, DEVELOPMENT AND OPERATION OF
                    AN AMPHITHEATRE PROJECT, TRAFFIC IMPROVEMENTS, AND
                    OTHER RELATED FACILITIES, SO AS TO AMEND ARTICLE IV
                    SECTION 4.11 ENTITLED "BENEFITS TO COMMUNITY" TO
                    CHANGE THE RECIPIENT OF MCA'S CONTRIBUTION TO THE
                    COMMUNITY FROM THE METROPOLITAN ATLANTA COMMUNITY
                    FOUNDATION TO THE SOUTHERN EDUCATION FOUNDATION.

     NOW, THEREFORE BE IT ORDAINED BY THE COUNCIL OF THE CITY OF ATLANTA,
GEORGIA as follows:

     SECTION 1:   That an ordinance adopted by Council on October 3, 1988 and
     ---------
approved by the Mayor on October 7, 1988 authorizing a sublease of a portion of
the Lakewood Fairgrounds by Filmworks U.S.A., Inc. to MCA Concerts, Inc. and the
execution of an agreement between the City of Atlanta and MCA Concerts, Inc.
pertaining to the construction, development and operation of an amphitheatre
project, traffic improvements, and other related facilities, is hereby amended
by deleting the words "Metropolitian Atlanta Community Foundation" in Article
IV, Section 4.11 entitled "Benefits to Community" and inserting in lieu thereof
the words "The Southern Education Foundation".  When amended said section shall
read as attached hereto.

     SECTION 2:   That all ordinances and parts of ordinances in conflict
     ---------
herewith be and the same are hereby repealed.







a true copy,

/s/
Deputy Clerk, C.M.C