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AMENDMENT NUMBER 4 TOLEASE

BY AND BETWEENCITY OF JACKSONVILLE

ANDJACKSONNTLLEJAGUARS,LTD.

DATED

SEPTEl\.fBER 7, 1993

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,.,., ~ IAMENDMENT Nl.Th1BER4 TO LEASE ,

J-i'_,J , I t 'TIllS AMENDMENT NUMBER 4 TO LEASE made this, day of---'---- - - -_ ~ _ . . : . . . I . ; . . . . r > . ~ r : - = = _ -_ _ , 1997, between CITY OF JACKSONVILLE, FLORIDA, a

municipal corporation and political subdivision of the State of Florida (the "City") andJACKSONVILLE JAGUARS, LTD., a Florida limited partnership, whose principaladdress is One Stadium Place, Jacksonville Florida 32202 ("JJLIJ).

RECITALS:WHEREAS, the City and JJL entered into that certain Lease by and between the

City of Jacksonville, Florida and Jacksonville Jaguars, Ltd. (formerly known asTouchdown Jacksonville, Ltd.) dated September 7, 1993 (the "Lease"), as previouslyamended by Amendment No.1 to Lease dated in 1995, Amendment No.2 to Lease datedJuly 30, 1996, and Amendment No. " 3 to Lease dated March 11, 1997; and

WHEREAS, the Lease provides in Section 4.E thereof that JJL will collect onbehalf of the City a "ticket surcharge," initially in the amount of $2.50 for each ticket sold.and pay the ticket surcharge to the City; and

WHEREAS, the City has enacted Ordinance 97-195-E, which among other thingschanges the ticket surcharge referenced in the Lease to a "ticket user fee" and the City andJJL wish to amend the Lease to reflect this change; and

WHEREAS, the City and JJL wish to further amend the Lease to revise ticket userfee increases using the CPI-U and a period ending September 30, annually; and

WHEREAS,. the City and JJL wish to further amend the Lease to adopt a leaserent schedule; .

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, NOW, THEREFORE, the parties hereby agree as follows:1. All capitalized terms used herein shall have the meaning given those terms

in the Lease, unless otherwise indicated, or the context clearly indicates otherwise.2. Section 4.E of the Lease is hereby amended in its entirety to read as

follows:UE . Ticket User Fee JJL shall be responsible for collecting on behalf of

the City a ticket user fee in an amount to he determined by the City, but in no event morethan Two and 50/100 Dollars ($2.50) per admission ticket sold, for all preseason, regularseason, and postseason games (other than the Super Bowl) 'of JJL played in the Stadiumduring the term of this Lease. The City may increase the maximum amount of the ticketuser fee in each year by an amount not to exceed the lesser of four percent (4%) or theincrease in the CPI-U for the preceding year times one-half of the maximum amount ofthe ticket user fee in the preceding year. Notwithstanding anything herein to the contraryand for the express purpose of facilitating the timely communication of price adjustmentsto JJL, the increase in the CPI-U to be used to establish the ticket user fee for the oneyear period subsequent to July 1, 1997 shall be based upon the twelve month periodended September 30, 1996. Consistent with this approach, subsequent notifications as tothe increase in the ticket user fee shall be based upon the increase in the CPI-U for thetwelve month period ended September 30th of the previous year. JJL shall remit to theCity all ticket user fee amounts collected on behalf of the City no later than fourteen (14)days after each preseason, regular season or postseason NFL game played by Team in the

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Stadium during the term of the Lease. The City shall use all ticket user fee revenues onlyfor costs and expenses related to the Stadium. the Area Improvements and the ParkingFacility. The City shall notify JJL not later than January 1st of any year as to the ticketuser fee amount to be assessed with respect to that year."

3. All other references in the Lease to the ticket surcharge formerly imposedunder Section 123.102, Ordinance Code of the City of Jacksonville. are corrected to referto the ticket user fee.

4. Section 5.D of the Lease is hereby amended ill its entirety to read as

follows:"D. lIse of Certajn Faciljties Dnring Operative Period Only Except for

the use of certain facilities for the entire (365 day) year as provided in subparagraph 5 A.hereof (subject to the limited exceptions set forth therein). the remainder of the DemisedPremises shall be available to. and occupied by. JJL only during the Operative Period.The City shall provide all necessary personnel and attendants to operate the ParkingFacility on NFL game days as specified in Exhibit C. JJL shall be entitled to retain allparking revenues derived from the Parking Facilities on NFL game days less and exceptTwo Dollars ($2.00) per parking space used per NFL game (including spaces used forwhich the cost of the parking space has been included in any Suite. ticket or other JJLmarketing or sales package price) which shall be paid to the City within fourteen (14)days after the NFL game. The Two Dollar ($2.00) charge shall commence with the firstNFL season inwhich JJL begins playing its games in the Stadium, and after that first year

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and during any year thereafter the charge may be increased on an annual basis (but notnecessarily actually increased each year) at the rate of increase of the CPI-U. not toexceed four percent (4%). The City shall notify JJL not later than January 1st of anyyear as to the amount of the charge due the City per parking space with respect to thatyear. Notwithstanding anything herein to the contrary and for the express purpose offacilitating the timely communication of price adjustments to JJL, the increase in the CPI-U to be used to establish the amount of the charge due the City shall be based upon thetwelve month period ended September 30, 1996. Consistent with this approach,subsequent notifications as to the increase in the amount of the charge due the City shallbe based upon the increase in the CPI-U for the twelve month period ended September30th of the previous year. The City shall maintain all control and use of the remainder ofthe Demised Premises except as provided in subparagraph 5 A. hereof at all times otherthan the Operative Period. Except for (1) revenues derived from the sublease of Suites asprovided in subparagraph 5 B. and (2) those revenues to be retained by JJL pursuant toparagraph 9 hereof, the City or its Lessees shall retain all proceeds from all non-TeamFootball-related activities (NFL games Team Practices or Team Football-relatedpromotions), and sporting, entertainment and other events held in the Stadium at timesother than the Operative Period, including, but not limited to proceeds of Stadium rent,tickets (including but not limited to club seating), ticket user fees, concessions, programs,novelties (other than the Retail Area), and licensing and broadcasting and advertising tothe extent permitted in subparagraph 5.A. hereof. The provisions of this subparagraph 5

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D. to the contrary notwithstanding, JJL shall at all times have access to, at no cost to it,not less than one hundred fifty (150) reserved parking spaces within the Parking Facilitylocated between the Stadium and the municipal coliseum in what is now referred to asparking lots A and B; provided, however, that JJL shall not sell or sublet any of thosereserved spaces, except for NFL events. "

5. A lease rent schedule is hereby adopted by the parties and is hereby addedto and made a part of the Lease. Said lease rent schedule is entitled "City of JacksonvilleAnalysis of Stadium Rental Due From the Jacksonville Jaguars Over the Period of the

Stadium Lease" and is attached hereto as Exhibit 1, and by this reference is incorporatedherein as if set out in its entirety.

SAVE AND EXCEPT as hereby expressly amended, all terms and conditions ofthat certain Lease shall be and remain in full force and effect.

[The remainder of this page is intentionally left blank.The next page is the signature page (page 6).]

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IN WITNESS WHEREOF, the parties hereto have signed and sealed thisAmendment Number 4 to Lease as of the day and year first above written.

Signed, sealed and deliveredin the presence of:

CITY-CITY OF JACKSONVILLE, FLORIDA

-__,..--ATTEST ~ - - -'I.- - . ..- ...../c.L(~.--....-Its Corporation SecretaryJACKSONVILLE JAGUARS, LTD.a Florida limited partnershipBy: TDJ Football, Ltd.

a Florida limited partnershipIts: General PartnerBy:

Its:

J.Wayne Weaver

In comP.liance with the Charter of the Cityof Jacksonville, I co certify that there is anunexpen~ed, unencumbered anj unimpoundedbalance In, the appro;:l:"i.:::~ionsu'(ficient to coverthe foregoing Agreement arid thct provision hasbee~ made for the J::2yrnent of the moniesproVided therein to b~2z:iq;$;~

5/22197 nwmca,jr/jh F:\WPS1\MCARTHUR.CON\JAGUARS.4AM

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;,MalY1l1. of Sta41ua Reiiiai -Due Pre. the .1.ek11onvilleJagu.usOVerme Period of th e S Ud .1 ua Le . .e

PaY=ent of Base Rental (1)- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - -Payment Base Rental Deferred Rent Deferred Rent Supplemental Supplemen~lDate Payments (PrincipalJ (InUrest] Rent 11 (2) Rent'2 (3)

11-15-9506-30-9611-15-9606-30-9711-15-9706-30-9811-15-9806-30-9911-15-99'06-30-""011-15-""006-30-0111-15-0106-30-0211-15-0206-30~311-15~3"6-30~411-15~406-30~511-15~506-~11-15-0606-30-0711-15-0706-30-0811-15-0806-30-0911-15-0906-30-1011-15-1006-30-1111-15-1106-30-1211-15-1206-30-1311-15-1306-30-1411-15-'1406-30-1511-15-1506-30-1611-15-1606-30-1711-15-1706-30-1811-15-1806-30-1911-15-1906-30-2011-15-2006-30-2111-15-2106-30-2211-15-2206-30-2311-15-2306-30-2411-15-2406-30-25To~l

S250,000 (S250,000J S0- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -S899,778S250,000 (S250,000J S14,528S250,000 (S250,000) S29,056S250,000 (5250,000J S43,583S250,000 (S250,000) S58,111S500,000 S23,396 S72,639$500,000 S24,756 S71,279S500,000 S26,195 S69,840S 500,000 $27,717 S68,318S500,000 S29,327 S66,708

S1,000,000 S31,032 S65,003Sl,000,000 S32,835 S63,200S1,000,000 S34,743 S61,292Sl,000,000 S36,762 S59,273S1,000,000 S38,898 S57,137S1,000,000 S41,159 S54,876Sl,000,000 S43,550 S52,485S1,000,000 S46,081 S49,954S1,000,000 548,759 547,276S1,000,000 551,593 544,442S1,250,000 554,591 S41,444S1,250,000 557,763 S38,272S1,250,000 561,120 S34,915S1,250,000 S64,671 S31,364S1,250,000 S68,429 527,60651,250,000 S72,406 S23,629Sl,250,000 576,614 S19,421$1,250,000 581,066 514,969S1,250,000 S85,776 S10,259S1,250,000 S90,761 S5,274

S26,250,000 50 S1,296,153 526,993,~40 S15,690,879 $70,230,372

S899,7785899,778S899,778S899,778S899,778S899,778S899,7785899,778S899,778$899,7785899,778S899,778S899,778S899,778S899,778S899,7785899,7785899,778S899,7785899,778

5899,7785899,778S8~9,7785899,778S899,778S899,778S899,7785899,778S899,778

S562,775S562,158S560,968S564,273S562,0665559,474S561,419S562,925$563,790$559,063S563,756$562,582$560,6885562,986$559,337$559,972

S558,476S561,407S558,356S559,449S559,493$558,486S556,430$558,256S558,770S557,972S555,861

TotalS tad iU II I T ot al Stacllu:! Rer.t.Rental S~ized by FiL 9

S0 SOS899,778S14.526S899,778S29,056Sl,462,553S43,583S1,461,936

S58,111Sl,460,746$596,035Sl,464,051S596,035Sl,461,844S596,035S1,459,252$596,035

S1,461,197S596,035$1,462,703$1,096,03551,463,568$1,096,035S1,458,841Sl,096,03551,463,534S1,096,03551,462,36051,096,03551,460,466$1,096,035S1,462,76451,096,035S1,459,115S1,096,035$1,459,750S1,096,035S1,459,469SI,096,035S1,458,254S1,346,035S1,461,185S1,346,03551,458,134S1,346,03551,459,227S1,346,035S1,459,271$1,346,03551,458,264S1,346,035Sl,456,208S1,346,035S1,458,034S1,346,03551,458,548S1,346,03551,457,75051,346,03551,455;639

1995-961996-971997-981998-991999-002000~12001-022002-032003~42004-05

2006-072007-082008-092009-102010-112011-122012-132013-142014-152015-162016-172017-182018-192019-202020-212021-222022-232023-242024-25

5899,S91~,

51,505,Sl,518.S2,060,S2,057,S2,055,S2,057,52,058,$2,559,S2,554,$2,559,S2,558,S2,556,S2,558,S2,555,S2,555,S2,555,S2,554,$2,807,

S2,804,52,805,S2,80S,52,804,52,802,S2,804,S2,804,52,803,S 2, 80 1,

sre, 230,(1) Deferred Rent element is amortized at a rate of 5.8111\ in accordance with the weighted average Arbit

TIC on the three (3) Financial Instruments that have provided funding for the $124,550,000 in StadiumI mp ro ve me nt s e xc lu si ve o f S up pl em en ta l F un ds ( 1. e. A me nd ed B as e C on tr ac t A mo un t) .

S0

( 2) R ep re se nt s 5 12 ,3 50 ,0 00 i n S up pl em en ta l F un ds f or c on st ru ct io n t o be amortized at rate of 6.026\ forS12,281,300 funded from the 527,855,000 Bonds, Series 1995 and at a rate of 6.15\ for the S68,700.00portion funded from the S74,995,000 Bonds, Series 1994 (Per memo of July 8, 19961. '( 3) R ep re se nt s S 7, 65 0, 00 0 i n S up pl em en ta l F un ds f or c on st ru ct io n t o be f in an ce d p ur su an t t o t he S 8, 28 5, 0Capital Improvement Revenue Bonds, Series 1997 based upon an Arbitrage TIC of 5.452188\ over 28 year(4) In the event that the current 30 year term of the Lease is not extended for additional periods by 11

t he Su pp le me nta l R en t P ay me nts o the rw is e s how n a bo ve t o o cc ur o n 6 -3 0- 25 s ~al l be accelerated to 11-F ur th erm or e, i n s uc h e ve ntu al it y, t he Su pp le= en tal R en t .2 s ha ll b e r es ta te d fr om S5 55 ,86 1 t o S 53 6,4r ec og ni ti on o f t he a cc el er at ed p ay me nt to 11-15-24.