Anaheim City Council
October 25, 2022

AMENDED AND RESTATED LEASE AGREEMENT
by and between

THE CALIFORNIA ANGELS LP
and
CITY OF ANAItEIM
Dated as of Nlay 15TM 1996
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2 3
4 5
6 7
8 TABLE OF CONTENTS

P A G E
Recitals 1
Definitions 1
Parties 10
Lease of Premises 10
Term 11
Extension Option 11
Termination 11
Stadium Renovations 12
a
b
c
d
e
g
Description of Improvements 12
Landlords Review of Plans l 2
Landlords Office Space 13
Costs of Renovations 13
Funding of Consrruction 14
Schedule of Construction 17
Permits 17
Architect and Contractors 18
i Competitive Bidding 18
ii Contracts for Services 18
iii Construction Management 19
iv Ownership of Plans 21
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v Governmental Approvals 21
vi Invoices and Payments 22
vii Landlords Right to Inspect 22
viii Dispute Resolution Remedies 22
Lx Default by Contractors 23
x Draws on Construction Account 23
xi Compliance with Indenture 23
xii Advance of Excess Costs of the Improvements 23
xiii Cost of Construction 24
xiv Reimbursements to Tenant 24
xv Reimbursements to Landlord 24
xd AsBuilt Drawings 24
xvii Fees to Tenant 24
xviii Const ructlon Indemnification 25
xix Compliance with Plans and Budget 25
xx Hazardous Materials 26
xxl Public Art 26
Use of the Premises 26
a
b
c
Home Playoff and World Series Games 26
Exhibition and PreSeason Games 26
Scheduling 27
i Baseball Game Dates 27
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10 11
12 ii Football Stadium Game Dates 27
d Tenant Conducted Other Events 28
e Landlord Conducted Other Events 29
Football Stadium Other Events 30
Development o Sportstown 32
a General 32
b Sportstown Parking 33
c Fast Food Facilities 33
Rent and Revenue Sharing 35
a Base Rent 35
b Rent Prepayment 37
c Investment of Prepaid Base Rent 38
d Ticket Sales 38
e Other Events Revenues 38
f Parking Revenues 38
g PSL Revenues 39
h Time of Payment 39
1 Calculation of Net Revenue 39
l Other Event Revenues 39
ii Parking Revenues 40
iii Accounting Principles 40
Maintenance and Capital Reserve 40
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13 a
b
c
d
Maintenance Standard 40
Capital Reserve Fund 40
Computation of Landlords Reserve Obligation 42
Alterations 43
Advertising and Sponsorship
a
b
c
d
e
0 General 43
Restrictions on Advertising 44
Relocation of Advertising 44
Baseball Stadium Sponsorships 44
Football Stadium and Sportstown Sponsorships 45
Team Name 45
14 Ticket Sales 45
15 Merchandising and Food and Beverages 46
16 Concessions 46
17 Broadcasting 46
18 Parking 47
a
b
c
d
e
0 Stadium Parking 47
Sportstown Parking 47
Operational Conflicts 48
Parking Operator 49
Parking Revenues 50
NonCompetition 50
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19 20
21 g VIP and Reserved Parking 51
h Amtrak Parking 51
Premium Seats and Suites 51
Private Club Revenues 52
Existing Agreements 52
a Existing Financial Obligations 52
b Other Existing Agreements 52
i Spencer and Ogden 52
ii Other Event Agreements 52
iii Golden West Baseball Agreements 53
iv Operating Agreements 53
22 Complimentary Use o Baseball Facitlit ies 53
a NonPremium Seats 53
b Premium Seats 54
c Suites 54
d Parking 54
e Media Credentials 54
f Sadium Club Memberships 55
23 Stadium Operations 55
al
b
e
General Quality Standards 55
Personnel 55
Discretion of Tenant 56
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d Police and Traffic Control Staffing 56
24 Taxes 56
a Property Taxes 56
b Tax Challenges 56
c Special Taxes 56
25 Utilities 57
26 Association with Tenant and Disney 57
27 Assignability 58
a Assignment with Consent 58
b No Consent Required for Team Assignment 58
Landlord Permitted Assignment 58
d Prohibited Assignment 59
28 Represenlations and Warranr ies of Landlord 59
29 Representations Warranties and Covenants of Tetlant 60 30 Insurance 62
31 Casualty Condemnation 62
a
b
c
d
e
0 Casualty 62
Tot al Taking 62
Part iai Taking 62
Allocation of Taking Proceeds Total Taking 63
Allocation of Taking Proceeds Partial Taking 63
Waiver of Separat e Awards 63
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g Alternate Facility 64
h Waiver of Terminal ion Rights 64
32 Events of Defaull Tcrminalion 64
a Default by Landlord 64
b Default by Tenant 65
c Special Remedies Upon Tenants Default 66
d Special Remedies Upon Landlords Default 67
e Exercise of Right to Terminate 67
33 Force Majeure 67
34 Access 68
a Books and Records 68
b Audit Rights 68
c Stadium Site 69
d Survival of Covenants 69
35 Cooperation with Lenders 69
36 Specific Performance 69
37 Indemnification Obligations 70
a Tenants Indemnification Obligations 70
b Landlords indemnification Obligations 70
38 Tenants Obligation to Surrender 71
39 Tenants Property 71
40 Estoppel Certificates 72
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41 42
a Tenants Estoppel Certificate 72
b Landlords Estoppel Certificate 72
Waiver of Personal Liability 73
Miscellaneous 73
a Year 73
b Time is of the Essence 73
c No Agency or Joint Venture Relationship 73
d Regular Meetings 73
e Ouiet Enjoyment 73
f Governing Law 73
g Notices 74
h Entire Agreement 75
i No Accord and Satisfaction 75
i Costs 75
k NonWaiver 75
1 Modification of Lease 75
mi Successors and Assigns 76
nj Severablllt 76
o Headings 76
p Consents 76
q Exhibits Schedules and Sections 76
r Short Form 76
43 44
45 t
u
No Consequential Damages 77
bate Payments 77
Nondiscrimination 77
Condition of Baseball Stadium 77
Signature Page 78
Exhibits
a Exhibit A
b Exhibit B
c Exhibit C
d Exhibit D
e Exhibit E
0 Exhibit F
g Exhibit G
h
I
k
1 m
n
o
P
Depiction of Baseball Stadium Area A1
Depiction of Stadium Site B1
Depiction of Sportstown Site C1
Depiction of Potential Future Parking Structure D1
Major Program Elements of Stadium Renovations E1
Sportstown Development Guidelines F
Depiction of NonFast Food Buffer Zone G1
Exhibit H Depiction of Primary Parking Area H 1
Exhibit I Depiction of Last Load Parking Area I
Exhibit J Ogden and Spencer Agreements J 1
Exhibit K Existing Golden West Baseball Co Agreements K1 Exhibit L Existing Operating Agreements LI
Exhibit M Construction Schedule M 1
Exhibit N Insurance Requirements
Exhibit 0 Depiction of Approximate Future Football Stadium Location O1 Exhibit P Depletion of Access Locations P1
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r
s
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u
Exhibit O Depiction o Loading Zone O1
Exhibit R Depiction of Speed Parking Layout or Parkin Structure R1 Exhibit S Depiction o Stadium Viewsheds S1
Exhibit T Depiction of Location of Advertisin Viewsheds T4 Exhibit U Conceptual Stadium Parking Layout U1
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AMENDED AND RESTATED LEASE AGREEMENT
This LEASE AGREEMENT this Lease is made and entered iuto as of the 15 day of May 1996 by and between the CITY OF ANAJIEIM a charter city and a municipal corporation Landlord and THE CALIFORNIA ANGELS LP a California limited partnership Tenant

RECITALS
Landlord and Tenant as successor in interest to the original tenant Golden West Baseball Co are parties to that certain Agreement dated August 8 1964 as amended and restated by the Amended and Restated Lease Agreement dated July 7 1981 as amended by a First Amendment dated November 16 1982 a Second Amendment dated September 2 1986 a Third Amendment dated December 15 1987 and a Fourth Amendment dated May 22 1990 as amended the Existing Agreement pursuant to which inter alia Landlord granted to Tenant the right and license to use certain real property and improvements consisting of the existing baseball stadium parking facilities and certain other appurtenant faeiflties located in the City of AnaheimCounty of Orange State of California Tenant is the owner of the California Angels the Team a professional baseball team and franchise of the American League of Professional Baseball Clubs Co Landlord and Disney Baseball Enterprises Inc general partner of Tenant have entered into that certain Memorandum of Understanding the MOU dated April 3 1996 regarding the terms of this Lease
Do As contemplated by the MOU the parties acknowledgeand agree that the conditions precedent in the MOU have been satisfied and the parties desire to enter into this Lease in full replacement for the Existing Agreement as of the Commencement Date and the MOU as of the date hereof in connection with extension of the term during which the Team will play i home games in the Baseball Stadium and to reflect their agreement regarding the Stadium Renovations
This Lease and related documents and agreements Is consistent with the conditions described in the MOU and previous Notice of Exemption and no review under the California Environmental Quality Act is required
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As used herein the following terms shall have the following definitions Affiliate as used herein with respect to any party shall mean any person or entity which directly or indirectly controls is controlled oy or is under common control with such party The term control shall mean the possession directly or indirectly of the power to direct or cause the direction of the management and policies of a person or entity as the case may be whether through the ownership of voting stock investment contract or otherwise
2 Agency shall mean the Anaheim Redevelopment Agency
American League shall mean The American League of Professional Baseball Clubs
Aratrak Agreement shall mean that certain Agreement for the Construction Operation and Maintenance of a Rail Passenger Station and Parking Area at Anaheim California dated as of October 26 1982 by and between the National Railroad Passenger Corporation a corporation organized under the Rail Passenger Service Act and the laws of the District of Columbia and the City of Anaheim and that certain Cooperative Agreement and Amendment to Lease Agreement between The Orange County Transportation Authority and the City of Anaheim entered Into as of March 19 1996
5 Auditee shall have the meaning set forth in Section 33b Baseball Stadium shall mean the existing baseball stadium the Gate 6 Building the baseball stadium exhibition space and adjacent apron all as depicted on Exhibit A attached hereto
7 Base Rent shall have the meaning set forth in Section 9a Base Rental Bonds shall have the meaning set forth in Section 6eii Benchmark Standard shall have the meaning given such term in Section 22a
10 Capital Reserve shall have the meaning set forth In Section 10b 11 Contribution Base shall have the meaning set forth in Section 10c 12 Commencement Date shall have the meaning set forth in Section 3 b125339422 2 05J 496
13 14
15 16
Completion Date shall have the meaning set forth in Section 6f Construction Account means collectively the interest bearing accounts into which funds for design construction furnishing equipping management and administration of thc Stadium Renovations are deposited in the order set forth in Section 6e
Contractors means any and all architects designers engineers expediters contractors subcontractors manufacturers and suppliers of goods and services contributing to or performing work on the Stadium Renovations Costs of the Stadium Renovations means all direct and indirect hard and soft costs of designing equipping constructing and furnishing the Stadium Renovations including without limitation
i all payments due and owing under contracts and agreements with Contractors for the provision of labor materials supplies equipment or other items which are a part of or necessary for the design equipping construction and furnishing of the Stadium Renovations ii title insurance and survey fees costs and expenses incurred in connection with financing of the Stadium Renovati6ns
iii any expenses incurred in connection with the preparatlon of the Stadium Site as necessitated by the Stadium Renovations iv all costs and expenses of engineering semces software development architectural and design services program and construction management services research preparation and copylng of plans and specifications legal accounting and other professional services preparation of surveys and topographical maps and depictions and administrative expenses and any other costs and expenses associated therewith
v any indemnity and surety bonds or other insurance coverage with respect to the Stadium Renovations during design and construction vi any reimbursements or payments to or by Tenant and Disney and their respective Affiliates for amounts expended in connection with the Stadium Renovations which are a reimbursable expense under this Lease
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20 21
22 23
24 25
26 27
29 30
Disney Baseball shall mean Disney Baseball Enterprises Inc a California corporation
Environmental Laws shall mean any and all present and fature Federal state and local laws whether under common law statute or otherwise ordinances regulations permits guidance documents policies and any other requirements of governmental authorities relating to the environment or to any Hazardous Materials including the Comprehensive Environmental Response Compensation and Liability Act CERCLA the Resource Conservation Recovery Act RCRA the Clean Water Act the Clean Air Act the Hazardous Materials Transportation Act the Federal Water Pollution Control Act the Toxic Substances Control Act the Federal Insecticide Fungicide and Rodenticide Act the Occupational Safety and Health Act the Emergency Planning and Community RightToKnow Act and the applicable provisions of the California Health and Safety Code and the California Water Code and the rules regulations and guidance documents promulgated or published thereunder
Excess Construction Costs shall have the meaning set forth in Section 6d
Excess Tenant Payments shall have the meaning set forth in Section 10c
Existing Agreement shall have the meaning set furth in Recital A Existing Debt shall mean the Certificates of Participation 1993 Refunding Projects evidencing direct undivided fractional interests of the owners thereof In lease payments to be made by the City of Anaheim as rental for certain property pursuant to a lease agreement of the Premises and other property with the Anaheim Public Improvement Corporation Existing Operating Agreements shall have the meaning set forth in Section 20iv
Fast Food Shortfall shall have the meaning set forth in Section 10c Football Game Dates shall have the meaning set forth in Section 7cii Football Playoff Dates shall have the meaning set forth in Section 7cii Game Dates shall have the meaning set forth in Section ci NBI253394V22 5 051406
31 Gate 6 Building shall mean the improvements depicted as such on Edibit A attached hereto
32 Governmental Approvals shall have the meaning set forth in Section 6k 33 Hazardous Materials shall mean i any chemical compound material mixture or substance that is now or hereafter defined or listed in or otherwise classified pursuant to any Environmental Law as a hazardous substance hazardous material hazardous waste extremely hazardous waste acutely hazardous waste restricted hazardous waste radioactive waste infectious waste biohazardous waste toxic substance pollutant toxic pollutant contaminant or any other formulation not mentioned herein intended to define list or classify substances by reason of deleterious properties such as ignitability corrosivity reactivity carcinogenicity toxicity reproductive toxicity EP toxici or TCLP toxicity ii petroleum natural gas natural gas liquids liquified natural gas synthetic gas usable for fuel or mixtures of natural gas and such synthetic gas and ash produced by a resource recovery facility utilizing a municipal solid waste stream and drilling fluids produced waters and other wastes associated with the exploration development or production of crude oil natural gas or geothermal resources iii hazardous materials as defined in Section 27826d of the California Civil Code iv waste as defined in Section 13050d of the California Water Code v any flammable substances or explosives vi any radioactive materials vii any pesticide viii asbestos in any form ix urea formaldehyde foam insulation x transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls PCBs in excess of fifty 50 parts per million xi radon and xii any other chemical material or substance that because of its quantity concentration or physical or chemical characteristics exposure to which is limited or regulated for health and safety reasons by any governmental authority or which poses a significant present or potential hazard to human health and safety or to the environment if released into the workplace or the environment
34 lndenturesmeans the bond indenture pursuant to which the Issuer with Dsneys assistance is to obtain financing for the Stadium Renovations by issuance of the Base Rental Bonds
35 Issuer shall have the meaning set forth in Section 6eiv 36 JPA shall mean the Anaheim Public Finance Authority a joint powers authority formed between the City of Anaheim and the Agency under Articles HBI253394V22 6 051496
37 38
39 40
41 42
43 44
45 46
47 48
49 50
51 14 of Chapter 5 Division 7 Title 1 of the Government Code of the State of California
Landlord shall mean thc City of Anaheim a charter city and a municipal corporation and Its permitted successors and assigns hereunder Landlord Estoppel Certificate shall have the meaning set forth in Section 39b
Landlord indemnitees shall have the meaning set forth in Section 36a Landlords Reserve Obligation shall have thc meaning set forth in Section 10c
Last Load Parking shall have the meaning set forth in Section 16biv Leaseshall refer to this Amended and Restated Lease Agreement as it may be amended modified or replaced from time to time
Level Payment Amount shall have the meaning set forth in Section 9aii
Major League Baseball shall mean the American League The National League of Professional Baseball Clubs the Office of the Commissioner of Baseball and any other league hereafter existing which is accorded Major League status under the Major League Rules
Major Program Elements shall have the meaning set forth in Section 6a NFL shall have thc meaning set forth in Section 7cii
NonStadium Fast Food shall have the meaning set forth in Section 8c Ogden shall have the meaning set forth in Section 20i
Other Events Revenues shall have the meaning set forth in Section Other Events Shortfall shall have the meaning set forth in Section 70iii Parking Area shall mean thc entire Stadium Site exclusive of the Baseball Stadium subject to the right of Landlord pursuant to this Lease to i NBI253394V22 7 051496
relocate up to 500 parking spaces as hereinafter provided ii reconfigure such parking as hereinafter provided and iii develop the Sportstown Site 52 Parking Revenues shall have the meaning set forth in Section 9f 53 Partial Taking shall mean the taking of or damage to by reason of any exercise of the power of eminent domain or exercise of the police power whether by condemnation proceeding or otherwise or any transfer in avoidance of an exercise of such power of eminent domain or police power of any portion of the Premises comprising less than a Total Taking 54 Personalty shall have the meaning set forth in Section 2b 55 Plans shall have the meaning set forth in Section 6a 56 Playoff Dates shall have the meaning set forth in Section 7ci 57 Potential Future Parking Structure shall have the meaning set forth in Section 8b and as depicted on Exhibit D attached hereto and by this reference incorporated herein
58 Premises shall mean the Baseball Stadium
59 Prepayment Amount shall have the meaning set forth in Section 9b 60 Prepayment Date shall have the meaning set forth in Section 9b 61 Prepayment Notice shall have the meaning set forth in Section 9b 62 Primary Parking Area shall have the meaning set forth in Section 16bi 63 Prime Rate shall have the meaning set forth in Section 33b 64 Property Taxes shall have the meaning set forth in Section 23a 65 PSL Revenues shall have the meaning set forth in Section 9g 66 Reinvestment Amount shall have the meaning set forth in Section 9aiv 67 Rental Interest Rate shall have the meaning set forth in Section 9aii 68 Reserve Increment shall have the meaning set forth in Section 10c 69 70
71 72
73 74
75 76
77 78
79 80
81 82
83 Revenue Reserve Funds shall have tile meaning set forth in Section 7fiiiB
Schedule shall have the meaning set forth in Section 6
Season shall have the meaning set forth in Section 7a
Spencer shall have the meaning set forth in Section 20a Sportstown Site shall mean that portion of the Stadium Site depicted on Exhibit C attached hereto and by this reference incorporated herein Stadium Club shall have the meaning given such term in Section 18 Stadium Renovations shall have the meaning given such term in Section 6a
Stadium Site shall mean the entire approximately 159acre parcel on which the Baseball Stadium and Parking Area is located as depicted on Exhibit B attached hereto The Baseball Stadium the Sportstown Site and the Primary Parking Area constitute the Stadium Site
Substantial Completion shall mean completion of all work exclusive of minor items of unfinished work that does not limit or prevent full beneficial use and enjoyment by Tenant of the Baseball Stadium required in connection with the Stadium Renovations
Taking shall mean either a Partial Taking or a Total Taking Team shall mean the California Angels a member of the American League and its permitted successors and assigns hereunder
TeanDlsney Properties shall have the meaning set forth in Section 25a Tenant shall nean The California Angels LP a California limited partnership and its permitted successors and assigns
Tenant Advances shall have the meaning set forth in Section 6r Tenant Estoppel Certificate shall have the meaning set forth in Section 39a
84 Tenant lndemnitees shall have the meaning set forth in Section 36b NB1253394V22 9 05I 4J6
85 Term shall have the meaning set forth in Section 3
86 Total Taking shall mean the taking of or damage to all or sibstantially all of the Premises by reason of any exercise of the power of eminent domain or exercise of the police power whether by condemnation proceeding or otherwise or any transfer in avoidance of an exercise of such power of eminent domain or police power which shall include if in Tenants reasonable judgment the remaining Premises cannot continue to be used for the purposes contemplated in this Lease the taking of i any portion of the total floor area contained within the boundaries of the exterior walls of the Baseball Stadium or ii any of the Primary Parking Area such that Tenant will have materially less than the minimum number of parking spaces contemplated in this Lease following such Taking or iii abutters rights access or other actions materially reducing access to or the efficiency of the Parking Area As used herein reducing the efficiency of the Parking Area includes the closure or destruction of driveways or other access points to the Parking Area affecting or burdening egress and ingress to the Baseball Stadium the rearrangement of the Parking Area to a configuration which burdens ingress or egress or Internal circulation or any other similar circumstance which significantly impinges on or alters ingress and egress to the Baseball Stadium from addining streets or the internal circulation pattern of the Parking Area in a manner detrimental to reasonable traffic flow in accordance with sound traffic engineering standards

AGREEMENT
In consideration of the covenants and agreements hereinager set forth to be performed by the parties hereto and intending to be legally bound hereby the parties hereto hereby agree as follows
1 Parties The parties to this Lease are Landlord and Tenant 2 Lease of Premises
a Landlord for and in consideration of the rents covenants and agreements herein contained to be paid kept or performed by Tenant hereby i leases and demises to Tenant and Tenant for and in consideration of the covenants and agreements herein contained to be paid kept or performed by Landlord hereby takes and hires from Landlord subject to and in accordance with the terms and conditions of 1his Lease the Premises and Il licenses the existing advertising signs and monuments and the five 5 locations thereof on the Stadium Site and not less than 12500 appurtenant parking spaces located NB1253394V22 t0 051496
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on the Stadium Site all as depicted on Exllibit A attached hereto and by this reference incorporated herein
On or before thirty 30 days following the Commencement flare Landlord shall notify Tenant of all equipment other than fixtures personal property supplies and furniture located on the Premises and owned by Landlord the Personalty and all such Personalty shall be included in the Premises Concurrently herewith Landlord has advised Tenant of certain personal property and furnishings which Landlord will retain and remove from the Premises and such personal property and furnishings shall not be included in the Premises Tenant shall notify Landlord at least 30 days prior to removal by Tenant of any stadium seats which Tenant will remove and discard in the course of the Stadium Renovations and Landlord shall have the right at no cost or expense t Tenant toremove and retain such seats within such 30day period and the value of such sdats shall not be considered a saqngs under the Costs of the Stadium Renovations pursuant to Section 6d c Upon Landlords request after completion of the Stadium Renovations Landlord and Tenant will complete a walkthrough of the Baseball Stadium for the purpose of completing an agreed inventory of major installations and equipment Including utility installations at that time which will be a part of this Lease of the Premises Nothing herein contained shall limit Tenants rights to make repairs replacements alterations additions and capital improvements to the Baseball Stadium as permitted by this Lease Term The term of this Lease shall be effective on the later of i October 1 1996 or ii completion of the the Teams home games in the Baseball Sdium in the 1996 Season if the Team is then playing in American League playoff games or World Series Games the Commencement Date and shall expire on December 31 2029 unless extended as provided in Section 4 the Term
Extension Option So long as Tenant is not then in default under this Lease Tenant shall have the right and option upon not less than twelve 12 months written notice to Landlord prior to the end of the then Term to extend the Term on the same terms and conditions as set forth In this Lease for up to three 3 additional periods of three 3 years each
Termination Tenant shall have the option to terminate this Lease at any time without cause to be effective no earlier than October 15 2016 but no later than February 15 2017 Such termination option shall be exercised by Tenant by giving Landlord not less than twelve 12 months written notice prior to the effective date of such termination provided however that as a condition of such termination Tenant shall pay or cause to be paid to Landlord a termination fee equal at NBI253394V22 i1 01496
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Landlords election to either i a sum equal to the unamortized portion of Landlords Twenty Million Dollar 20000000 contribution to payment of the costs and expenses of the Stadium Renovations fully and equally amortized qver thirty 30 years from the Commencement Date discounted at the Rental Interest Rate plus the net present value discounted at the Rental Interest Rate of unpaid Base Rent if any or ii the unamortized portion of Landlords Twenty Million Dollar 20000000 contribution towards the Stadium Renovations fully and equally amortized over thirty 30 years from the Commencement Date discounted at the Rental Interest Rate as welt as the amount of regular installments of unpaid Base Rent if any from the date of such termination through Ihe end of the Term This provision shall survive the termination of this Lease by the Team pursuant to this Section 5
Stadium Renovations
a Description of Improvements Subject to Landlords rights and obligations set forth herein Tenant agrees to construct and install certain renovations and improvements to the Baseball Stadium the Stadium Renovations All conceptual preliminary final and working drawings plans and specifications including colors materials and finishes the Plans shall be substantially in accordance with the major program elements set forth on Exhibit E attached hereto and otherwise determined in Tenants sole discretion Tenant shall cause the Stadium Renovations to be completed In accordance with the major program elements set forth on Exhibit E the Major Program Elements and shall not materially deviate from such Major Program Elements without the prior approval of Landlord which approval shall not be unreasonably withheld delayed or conditioned Tenant shall keep Landlord informed on a timely basis of all major design issues and decisions and shall periodically but not less frequently than monthly during the construction of the Stadium Renovations review and consult with Landlord and consider Landlords comments and suggestions regarding the Stadium Renovations Subject to the foregoing Tenant shall have the sole responsibility and authority over all design matters including colors materials finishes furnishings decorative items and art and equipment relatlg to the Stadium Renovations Tenant shall be solely responsible for thc effect on any warranty or right of Tenants renovation or removal of any property or component
b Landlords Review The Plans submitted to Landlord from time to time for review shall contain a certification of the architect that such Plans conform in all material respects to the Major Program Elements If Landlord believes that such Plans do not conform to the Major Program Elements in any material respect it shall so notify Tenant in reciting within five 5 business NB 1253394V22 05I 4m6
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d
days of receipt by it of the Plans stating with particularity the manner in which it believes the Plans materially diverge from the Major Program Elements and suggesting specific revisions which it believes would cure the nonconformity Tenant shall thereager either i revise the Plans to cure the material nonconformiLy in a manner in which it in good faith believes is most consistent with the purpose of this Lease or ii dispute Landlords determination Any revised Plans shall be submitted to Landlord for review in the same manner and on the same terms as the prior version of the Plans were submitted If Landlord does not notify Tenant within five 5 business days of receipt thereof that the Plans submitted to Landlord do not conform to the Major Program Elements Tenant shall be entitled to proceed with development of the elements of the Stadium Renovations set forth therein substantially in accordance with such Plans Tenant agrees to consult with Landlord regarding any proposed seismic work comprising part of the Stadium Renovations and to consider in good faith Landlords comments and suggestions in respect thereof
Landlords Office Space The Stadium Renovations shall include office space of approximately two thousand 2000 rentable square feet for the exclusive use of Landlord in connection with administration of the Lease and development of Sportstown by Landlord Such office space shall be located in the Gate 6 Building at a location agreed by Landlord and Tenant concurrently herewith Landlord will pay no rent for such space other than costs and expenses associated with maintenance of and utility services to such space Tenant shall deliver such space to Landlord in shell condition with exterior demising walls only and Landlord shall be responsible for all interior improvements to such space
Costs of Renovations The budget for the Stadium Renovations including all hard and soft costs and a contingency allowance is estimated to be approximately One Hundred Million Dollars 100000000 All Costs of thc Stadium Renovations shall be paid solely from the sources described in Section 6e provided however that Tenant shall pay all Costs of the Stadium Renovations in accordance with the Plans in excess of One Hundred Million Dollars 100000000 the Excess Construction Costs In the event thc Costs of the Stadium Renovations in accordance with the Plans have exceeded One Hundred Million Dollars 100000000 so long as Tenant or Disney or any Affiliate of any of them is managing the design and construction of Lhc Stadium Renovations Tenant shall pay the Excess Construction Costs as incurred in accordance with the payment procedures being followed in payment of such costs up to that time and in accordance with the applicable design and construction agreements Tenant agrees that the Costs of the Stadium Renovations shall be not less than NinetyFive Million Dollars e
95000000 In the event that the Costs of the Stadium Renovation are less than One Hundred Million Dollars 100000000 and more than Ninety Five Million Dollars 95000000 any such savings plus in retest earned thereon shall be paid to and retained by Tenant provided however i that the amount of such payment to Tenant for such savings shall not exceed the amount of the proceeds o Base Rental Bonds andor Base Rent prepayments plus interest earned thereon in excess of SeventyFive Million Dollars 75000000 and ii Tenant shall not be relieved of its obligation to pay Base Rent under Section 9a by virtue of anysuch payment In the event that Landlord and Tenant agree to modify the Plans such that the Costs of the Stadium Renovations are less than NinetyFive Million Dollars 95000000 fifty percent 50 of such savings plus interest earned thereon shall be retained by Landlord and the remaining fifty percent 50 of such savings plus interest earned thereon shall be paid to and retained by Tenant provided however that Tenant shall not be relieved of ts obligation to pay Base Rent under Section 9a by virtue of any such payment Funding Subject to reduction as set forth in Section 6d if the Costs of the Stadium Renovations is less than One Hundred Million Dollars 100000000 funding for the Stadium Renovations will be provided as follows and in the following priority
i Landlord will contribute or cause to be contributed Twenty Million Dollars 20000000 from such sources and through such financing if any as Landlord shall determine in its sole discretion ii Subject to Tenants financial obligations contained in this Lease including without limitation Tenants obligation to make Base Rent payments as provided in Section 9a Landlord either directly or through a disbursing agent will contribute up to Eighty Million Dollars 80000000 as set forth in the disbursement schedule established pursuant to Section 6eiii below a from any Base Rent received by Landlord from Tenant prior to such contribution plus interest earned thereon as set forth in Section 9c and b to the extent Landlord is obligated tocontribute according to such disbursement schedule and has not yet received sufficient amounts of Base Rent from issuing or causing to be Issued revenue bonds or other Indebtedness the Base Rental Bonds The issuance of such bonds or other indebtedness shall be as and when requested by Tenant but in accordance with any priority of payments established herein If Base Rental Bonds are to be issued in connection with the Stadium Renovations the parties acknowledge that JPA has agreed to issue the Base Rental Bonds NB 1253394V22 14 05I 496
iii
iv
v
vi
Ali funds required to bc contributed by Landlord pursuant to Section 6e and alt proceeds of the Base Rental Bonds to be issued by JPA andor prepayment of Base Rent shall be advanced pursuant to a disbursement schedule established by Tenant from tim to time The Anaheim City Treasurer shall act as disbursing agent for all Landlord contributed funds provided hovever that if another disbursing agent is required by the Indenture the parties agree to comply with the Indenture with respect thereto
Wherever in this Section 6e Landlord is required to issue or cause to be issued revenue bonds or other debt the debt may be issued by Landlord the Agency or JPA in any case the Issuer The general funds of Landlord and the Issuer shall not be at risk for payment of the Base Rental Bonds
All amounLs required to be contributed pursuant to this Section 6e are intended to be cash contributions net of any issuance and debt service reserve cost or expense associated with bond financing Interest earned or investment earnings on the bond proceeds and debt service reserves but not on Landlords first TwenW Million 20000000 contribution during construction of the Stadium Renovations shall be utilized for the Stadium Renovations Interest earned or investment earnings on the debt service reserve if any for any period after Substantial Completion of the Stadium Renovations shall be utilized to reduce associated debt service costs and expenses The Base Rental Bonds shall be issued a at the lowest taxable interest rate achievable at the time Tenant requests the issuance of such bonds based upon the creditworthiness of Tenant or guarantees or other forms of credit enhancement provided or caused to be provided by Tenant b for a term not to extend beyond the Term excluding any extension options pursuant to Section 4 with zero coupon during the period in which the Base Rent is deferred pursuant to the Base Rent schedule with level debt service each year thereafter and c In a fashion which maximizes the net bond proceeds Tenant shall cooperate with Landlord in providing for all debt to be issued pursuant to this Lease The Base Rental Bonds shall be issued without outofpocket cost to Landlord Tenant or the Issuer such costs being Included in and funded from the bond offering
In connection with issuance of the Base Rental Bonds or the incurrence of any other indebtedness to fund completion of the Stadium Renovations Tenant Landlord and Issuer agree to comply with all registration requirements under the Securities Act of 1933 as NB1253394V22 t 5 051496
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amended and indenture qualification requirements under the Trust lndentuke Act of 1939 as amended and the Blue Sky laws of any states applicable to the offer or sale of such securities which may be required as a consequence of the proposed issuance bf the bonds or any underlying obligation relating thereto All costs of such compliance shall be a cost et issuance to be funded from the issue All Costs of the Stadium Renovations shall be paid In the following priority i by Landlord pursuant to Section 6ei the first Twenty Million Dollars 20000000 ii by Landlord or JPA pursuant to Section 6eii the next Eighty Million Dollars 80000000 and iii by Tenant the amount of any Excess Construction Costs Such funding shall be made not less frequently than monthly upon submission of disbursement requests from Tenant or its designated construction manager with reasonable supporting documentation as Costs of the Stadium Renovations are incurred by Tenant subject to any hold backs and reserves specified in the various design construction supplier and vendor contracts entered into in connection with the Stadium Renovations
Concurrently herewith the parties acknowledge that JPA has adopted a resolution of issuance setting forth in sufficient detail the terms and conditions of bonds or other indebtedness which may be issued in connection herewith Including without limitation a maximum aggregate principal amount a maximum maturity or term a maximum interest rate manner of payment right of redemption and such other terms and conditions as Tenant Landlord and JPA shall agree upon The adoption of such a resolution shall be deemed sufficient authority on behalf of JPA to effect issuance of such bonds or other indebtedness Tenant may a Its sole option select any investment bankers underwriters bond counsel trustees and such other advisers consultants attorneys and fiduciaries in connection with the issuance and sale of the Base Rental Bonds and the timing of the issuance of the Base Rental Bonds subject to Section 9b provided however that nothirg herein shall preclude Landlord or Issuer from retaining such bond counsel or other advisers as It or they deem necessary in connection with issuance with the Base Rental Bonds Landlord and Tenant subiect to its right to prepay Base Rent consent to and approve issuance of the Base Rental Bonds in accordance with the foregoing resolution
If for any reason Agency or JPA is unable to or prohibited from issuing the Base Rental Bonds as required by this Lease Landlord will issue NB1253394V22 16 osi 496
or cause to be issued the Base Rental Bonds as required by this Lease If for any reason Landlord is also unable to or prohibited from issuing the Base Rental Bonds as required by this Lease Tenant shall arrange financing from an alternative source reasonably acceptable to Landlord which is without cost ov risk to Landlord for obtaining the funds required to be contributed by Landlord pursuant to Section 6eii Tenant and Landlord shall cooperate with any lender providing such alternate financing and shall agree to reasonable amendments to this Lease to facilitate such financing so long as such amendments do not result in any material change to the detriment of Landlord or Tenant in the substance of the terms and conditions of this Lease Including the parties respective financial obligations under this Lease
Schedule Landlord and Tenant agree that the Stadium Renovations shall be commenced promptly following the Commencement Date and be diligently prosecuted to completion in accordance with the schedule attached hereto on Exhibit M the Schedule but in no event later than the commencement of the 1999 Season the Completion Date provided however that a delay in completing the Stadium Renovations by the Completion Date shall not be a default by Tenant under this Lease unless the Completion Date does not occur by the commencement of the 2001 Season subject to delays caused by events of force majeure No events other than the Teams home games shall be scheduled at the Stadium Site wiich will or may adversely affect or delay completion of the Stadium Renovations by the Completion Date provided however that the foregoing shall not prohibit Landlord from developing the Sportstown Site during the time when work on the Stadium Renovations is being performed so long as any such work on the Sportstown Site does not unreasonably interfere with completion of the Stadium Renovations g Permits Landlord in its capacity as a municipality shall cooperate with and assist Tenant to expedite the processing and approval of all necessary permits approvals licenses and other entitlements and authorizations including compliance with all applicable Environmental Laws provided however that the rights of Tenant under this Section 6g shall not be interpreted to restrict or diminish the power or authority of Landlord in the exercise of its police powers All fees and charges in connection with the processing and issuance of any such permits approvals licenses and other entitlements and authorizations by Landlord in its capacity as a municipality shall not exceed Five Hundred Thousand Dollars 500000 to be allocated among and paid at the time of issuance of the various permits to compensate Landlord for its costs associated with processing such permits approvals and other entitlements which sum shall be charged as a cost and expense of the NBI253394V22 17 0146
Stadium Renovations Landlord in its capacity as lessor and owner of tho Stadium Site shall cooperate with and assist Tenant to expedite the processing and approval of all necessary permits approvals licenses and other entitlements and authorizations including any environmental report or study required by any Federal State County or other governmental or quasi governmental agency or authority if any in connection with the Stadium Renovations
h Architect and Contractors
i Competitive Bidding Landlord and Tenant have met and conferred to determine whether competitive bidding would be required by the Charter of Landlord for all or any portion of the Stadium Renovations In connection therewith the following facts have been found to exist i Tenant by virtue of its obligation to pay Base Rent and provide credit enhancement in connection with issuance of the Base Rental Bonds has assumed financial responsibility for eighty percent 80 of the costs and expenses associated with the Stadium Renovations ii the Stadium Renovations will cost substantially in excess of Landlords required contribution to the Costs of the Stadium Renovations under Section 6ei iii Tenant has further agreed to expend not less than NinetyFive Million Dollars 95000000 in the C6sts of the Stadium Renovations iv Tenant has further assumed responsibility for all costs and expenses in excess of One Hundred Million Dollars 100000000 for the Stadium Renovations eliminating any risk to Landlord of cost overruns v Tenant owns the Team and use of the Baseball Stadium by the Team for the Term is the only viable way to secure renovation of the Baseball Stadium vi allowing Tenant to negotiate the form terms and conditions of all contracts with contractors subcontractors suppliers and other entities to complctc the design construction furnishing supplying and equipping of thc Stadium Renovations and execute such contracts will secure the bcst possible work for the lowest price practicable vii competitive bidding on the Stadium Renovations would produce no advantage to Landlord in its efforts to contract for the greatest public benefit and viii competitive bidding on such work would cuse an Incongruity and would be unavailing as affecting the final result Based on the foregoing findings Landlord finds and determines and Tenant concurs that contracts and subcontracts to complete the design construction furnishing supplying and equipping of the Stadium Renovations are excepted from the competitive bidding requirements set forth in Section 1211 of the Charter of Landlord and that said conclusion does not conflict with the provisions of said Charter
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ii Contracts for Services In compliance with ail applicable procedures relating to the Stadium Renovations Landlord acknowledges that Tenant shall have complete discrction with respect to the selection of negotiation with and contracting for professional services including but not limited to program management architectural design and all other design and professional consultants the general contractor if any subcontractors engineering services and other contractors subcontractors and suppliers reasonably necessary to complete the design conslruction furnishing supplying and equipping of the Stadium Renovations Tenant will negotiate the form terms and conditions of and execute all routfacts and other agreements with such persons and entities Tenant shall submit to Landlord for prompt review and comment thc standard form of contract which Tenant will utilizc in connection with the Stadium Renovations Upon negot iation and approval thereof byTenant Tenant shall execute any change orders or other modifications to such contracts in the ordinary course of construction of the Stadium Renovations
i Construction Management Landlord hereby acknowledges and agrees that Tenant shall manage the design and construction of thc Stadium Renovations and shall have the exclusive responsibility and authority to undertake the design construction and equipping of thc Stadium Renovations in accordance with the terms and conditions set forth in this Lease Tenant hereby accepts the relationship of trust and confidence established between Tenant and Landlord by this Lease Tenant agrees to furnish its diligent skill and judgment in supervising and managing the completion of the Stadjure Renovations in accordance with the Plans and the Schedule Tenant shall provide or cause to be provided adequate and trained personnel to perform thc duties and obligations of Tenant set forth in this Lease Tenant Disney an Affiliate of either of them shall be responsible for hiring supervising and training of all employees of Tenant and its Affiliates performing services relating to the Stadium Renovations Tenant shall comply with all ApplicabLe Laws relating to the duties and obligations of Tenant under this Section Tenant shall
i except as otherwise provided in Section 6k coordinate apply for and process ail Governmental Approvals required in connectio with the tadium Renovations
ii contract for any legal accounting and other professional services required in connection with the Stadium Renovations
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monitor and coordinate the work of Contractors including administration of all contracts and agreements with such persons and monitoring of the adequacy of Contractors personnel nd equipment establish onsite organization and lines of authority in order to carry out the work of the Stadium Renovations
maintain a sufficient and qualified staff onsite in order to carry out the work of the Stadium Renovations
establish procedures for coordination among Contractors in order to carry out the work of the Stadium Renovations
schedule and conduct regular progress meetings at which Tenant and Landlord and to the extent necessary Contractors can jointly discuss such matters as procedures progress budget and schedule compliance and similar matters
provide regular monitoring of schedule compliance and revisions as work on the Sadlum Renovations progresses including Identification of schedule variances and probable completion dates
provide regular monitoring of budget compliance and revisions as work on the Stadium Renovations progresses including identification of budget variances and estimated Costs of the Stadium Renovations develop and monitor a system of cost control cash flow reports and forecasts of funding requirements as work on the Stadium Renovations progresses including maintenance of customary books and records in connection therewith
review the safety programs of each Contractor and make periodic inspections to check safety precautions and programs as work on the Stadium Renovations progresses including compliance with OSHA regulations the performance of which duties shall not relieve Contractors of their responsibility for the safety of persons and property and compliance with Applicable Laws in connection with the work of the Stadium Renovations
establish and implement a systemlor expediting the processing and approval of drawings plans specifications and samples
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xiii record the progress of the work of the Stadium Renovations and provide Landlord with timely reports on such progress
xiv maintain a record of contracts drawings plans pecificatlons samples and materials and other construction related documents xw process and followup on any claims of third parties with respect to the Stadium Renovations
rd determine Substantial Completion of the Stadium Renovations and prepare with the architect and general contractor a list of incomplete or unsatisfactory items aud work and a schedule for their completion rdi determine final completion of the Stadium Renovations and prepare and filerecord all necessary Notices of Completion
rdii prepare and implement a system for reviewing and processing construction change orders
xLx develop and implement a procedure for reviewing and processing invoices and other applications for payment to ali Contractors in connection with the work of the Stadium Renovations and xx notify Landlord prior to commencement of each construction proiect so that Landlord may comply with applicable law in posting notices of nonresponsibility with respect to such work
Ownership of Plans As among Landlord Tenant and Issuer all Plans shall be and remain the property of Tenant provided however that Landlord and Issuer shall have full right power and authority to utilize such Plans at any time and for any purpose in connection with the design construction maintenance operation and use of the Baseball Stadium
Governmental Approvals Tenant shall use its best efforts to obtain all permits approvals licenses and other entitlements Governmental Approvals required for the construction of the Stadium Renovations Notwithstanding the foregoing Landlord shall be solely responsible for Initiating processing and obtaining approval of any report approval permit or license required in connection with the Stadium Renovations under ail applicable environmental laws provided however that Tenant acknowledges that Landlord will rely upon information data and materials supplied by Tenant in connection therewith Upon Tenants request from time to time Landlord shall cooperate with Tenants efforts to obtain such approvals to the NB 1253394V22 21 05I 496
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fullest extent possible Landlord shall not request consent to or acquiesce in any alteration or termination of any Governmental Approval nor waive or release any rights it may have with respect thereto without Tenants prior written consent Landlord shall cooperate with and assist Ten4nt to expedite the processing and approval of all Governmental Approvals required to be Issued or granted by the City of Anaheim provided however that the foregoing shall not be interpreted to restrict or diminish the power or authority of City in the exercise of its Charter or constitutional police powers Upon completion of the construction and equipping of the Stadium Renovations Tenant shall furnish o Landlord copies of all required occupancy permits and authorizations from appropriate authorities if and to the extent in Tenants possession authorizing the occupancy and use of the Stadium Renovations
Invoices and Payments Tenant shall develop and Implement a procedure for reviewing and processing invoices and other applications for payment of all Costs of the Stadium Renovations including applications for payment by Contractors Tenant shatl conduct periodic inspections of the work of the Stadium Renovations as reasonably necessary to process applications for payment and as may be reasonably necessary to monitor compliance of the work with the requirements of the Plans the Schedule and Applicable Laws Prior to processing and paying the final payment application of a Contractor Tenant shall conduct an inspection of the Stadium Renovations and prepare a detailed punch list which shall state any items which require correction or completion by such Contractor as a condition precedent to receiving final payment
Landlords Right to Inspect Landlord and Issuer shall at all reasonable times have the right to inspect the work performed and materials used in the construction of the Stadium Renovations to assure substantial compliance with the Plans provided however that except with respect to the normal and customary activities and responsibilities of Landlord and Issuer or otherwise in the case of emergency this right shall be exercised only upon reasonable prior notice to Tenant and with an opportunity for Tenant to have an employee or agent present
Dispute Resolution Remedies Tenant is authorized to resolve disputes with and among the Contractors and to enforce any and all rights of the parties against the Contractors whether through litigation or otherwise fu thc event of default or breach by any Contractor under any contract made in connection with the Stadium Renovations Tenant may proceed in its discretion to pursue the remedies of Tenant against the Contractor in default and against any surety for the performance of that Contractor or against a NBI253394V22 2 0514196
Contractor for breach of warranty Tenant agrees to advise Landlord of any default by a Contractor in connection with the construction of the Stadium Renovations that is material to the construction of the Stadium Renovations and of any legal actions or proceedings Tenant intends to commence in connection with such breach or default If requested by Tenant Landlord agrees at no cost or expense to Landlord to fully cooperate with and assist Tenant in any such proceeding Any amount recovered by way of damages refunds adjustments or otherwise in connection with the foregoing net of all costs incurred in connection with such recovery shall be utilized for the repair restoration or completion of the Stadium Renovations or the relevant portion thereof and for application to other portions of the Stadium Renovations as Tenant shall determine
o Default by Contractors Tenant shall not be liable for a breach or default of any Contractors or for defective work of any Contractor unless such default or defective work is directly attributable to a breach or default of Tenant of its obligations under this Section 6 Tenants duty upon a default breach or defect by a Contractor is to advise Landlord of such default breach or defect when discovered and prepare and effectuate a recovery plan if appropriate and to pursue all reasonable remedies against the defaulting contractor Landlord acknowledges that Tenant is not engaging in or performing construction services or activities in connection with the Stadium Renovations Nothing herein contained shall relieve Tenant of its obligations to pay the Excess Construction Costs
P Draws on Construction Account n order to promote and facilitate the expeditious and economical design and construction of the Stadiun Renovations and for the purpose of paying the Costs of the Stadium Renovations Tenant shall draw upon and Landlord andor Issuer shall or shall cause the disbursing agent to promptly disburse moneys from thc Construction Account upon certification by Tenant that the amounts to bc drawn are then due for payment of Costs of the Stadium Renovations properly incurred Tenant shall supply Landlord and Issuer with a copy of each such certification together with any and all supporting schedules data and other information reasonably requested by Landlord and Issuer in support thereof In order to permit Landlord to perform any audit of thc Costs of thc Stadium Renovations or take any other action it may reasonably deem necessary appropriate
q Compliance with Indenture f and to the extent that amounts in thc Construction Account are subject to provisions for disbursement set forth in the Indenture then such applicable Indenture provisions shall supplement the provisions set forth herein for the withdrawal of such amounts from such Construction Account and Landlord Tenant and Issuer shaI comply with the disbursement provisions set forth in the Indenture The Costs of the Stadium Renovations for which Base Rental Bond funds are drawn from he Construction Account shall include only those costs permitted to be financed with the proceeds of the Base Rental Bonds or under Applicable Law r Advance of Kxcess Costs of the Improvements In the event that the Costs of the Stadium Renovations exceeds One Hundred Million Dollars 100000000 and as a consequence funds held in the Construction Account available for payment of Costs of the Stadium Renovations are insufficient to cover all of such costs then Tenant shall advance such funds Tenant Advances after the expenditure of One Hundred Million Dollars 100000000 as may be necessary Lo pay for any Excess Construction Costs at times and in such amounts as are necessary to payuch costs in accordance with the design and construction contracts Proceeds of Tenant Advances shall be disbursed and applied in the same manner as Landlords funds are to be disbursed and applied pursuant to this Lease provided however that the Anaheim City Treasurer shall not act as disbursing agent for Tenant Advances
s Cost of Construction Within ninety 90 days of completion of the Stadium Renovations Tenant shall present to Landlord for examination and approval a statement of the Costs of the Stadium Renovations
t Reimbursements to Tenant Tenant shall be entitled to reimburse itself monthly from the Construction Account for any and all actual expenses incurred by it Disney or any of their Affiliates in connection with the performance of its services hereunder In addition Tenant shall be entitled to reimburse itself monthly from the Construction Account for the amounts set forth in Section 6w
u Reimbursements to Landlord Landlord shall be entitled to reimbursement monthly from the Construction Account for any and all actual out of pocket expenses incurred by it in connection with the administration of the Stadium Rehovations excluding any costs included in the permit fees under Section 6g In addition Landlord shall be entitled to reimbursement monthly from the Construction Account for a portion of its payroll expenses allocated in accordance with the reasonable and standard practicesof the City In connection with personnel of Landlord directly involved in thc design and construction of the Stadium Renovations
v AsBuilt Drawings Within ninety 90 days following completion of thc Stadium Renovations Tenant shall present to Landlord a complete set of NB1253394V22 4 05il 496
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reproducible mylar record drawings for Landlords use exclusively in connection wth its ownership operation and repair of the Baseball Stadium Fees to Tenant Tenant shall receive no fee for its s6mces In the management and administration of the Stadium Renovations but shall receive reimbursement monthly of all actual expenses incurred by Tenant Disney and any Affiliate of any of them in performing such services including the allocated payroll and other expenses of personnel of Tenant Disney and their respective Affiliates for the time of such personnel directly allocated to the supervision and management of the design and construction of the Stadium Renovations including overhead allocated in accordance with the standard practices of Tenant Disney and their respective Affiliates Construction Indemnification Tenant will manage i he Stadium Renovations and to the extent permitted by law be responsible for payment and discharge of all claims relating to the Stadium Renovations Tenant agrees to indemnify defend and hold harmless Landlord Agency Issuer and their respective agents and employees from any and all claims related to the Stadium Renovations including but not limited to claims and demands including stop notices or mechanics lien claims of bidders architects contractors consultants and suppliers provided however that no such indemnification shall apply i to any claim cost or expense arising out of the acts or omissions of Landlord Issuer or Agency or their respective agents and employees or il to the extent funds from the Construction Account are not made available to Tenant by Landlord to pay the Costs of the Stadium Renovations excluding any Excess Construction Costs or iii with respect to Hazardous Materials to the extent of Landlords obligations pursuant to Section 6z In no event shall Tenant allow a lien to be recorded against its interest in the Premises which would constitute a default under the Existing Debt except to the exnt funds from the Construction Account are not made available to Tenant by Landlord to pay the Costs of the Stadium Renovations excluding any Excess Construction Costs So long as funds from the Construction Account are made available by Landlord to Tenant to pay the Costs of the Stadium Renovations in the event any such lien is recorded and Tenant has not caused such lien to be released or bonded against within ten 10 business days Landlord may take such steps including posting of a bond as may be required to cause such lien to be released at Tenants expense
Compliance with Plans and Budget As a condition of each disbursement to Contractors Tenant shall certify that to the knowledge of Tenant such disbursement is made in accordance with the budget and the Permits and in substantial conformance with the Plans and that there remains available in NB 1253394V22 23 051496
the budget sufficient funds including funds to be paid by Tenant for payment of Excess Construction Costs if any as incurred to complete the Stadium Renovations in accordance with the Plans Prior to the final disbursement in payment of the Costs of the Stadium Renovations Landlord and Tenant through their respective representatives shall conduct a walkthrough of the Baseball Stadium to verify completion of the project in accordance with the Plans and Permits
z Hazardous Materials The costs of removing encapsulating or remediating to the extent required by the Stadium Renovations asbestos or any other Hazardous Materials contained within existing improvements comprising the Baseball Stadium shall be considered a cost of the Stadium Renovations Landlord shall promptly perform at no cost or expense to Tenant or charge to the budget for the Stadium Renovations all other remediation and corrective action if any required by law due to any other environmental condition or the presence of any Hazardous Materials on or under the Stadium Site as of the Commencement Date provided however that nothing in this Section 6z shall be deemed to relieve any party of any liability such party may have resulting from any violation of law applicable to Hazardous Materials caused by such party
aa Public Art Landlord will provide Tenant with current guidelines for any requirement for the installation of public art in connection with the Stadium Renovations Landlord will assist Tenant In expediting all approvals for public art required In connection with the Stadium Renovations To the extent permitted by applicable law components of the Baseball Stadium design will be considered public art in satisfaction of any such requirements 7 Use of the Premises
a Home Playoff and World Series Games Subject to the rules and regulations of the American League and Major League Baseball Tenant agrees to cause the Team to play all of its regular Season playoff and World Series games scheduled for play in the Teams home territory at the Baseball Stadium throughout the Term except as otherwise provided in this Lease As used In this Lease the term Season refers to the period from the first regularly scheduled home game of the Team in the Baseball Stadium in a calendar year to the last scheduled home game including American League playoff games and World Series games in the Baseball Stadium in such year Subject to the revenue sharing set forth in Section 9d Tenant shall retain all revenues derived from the sale of admission tickets for events in the Baseball Stadium
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b Exhibition and PreSeason Games Tenant may schedule and play exhibition games and preseason games of the Team at the Baseball Stadium under the same terms and conditions of this Lease as are applicable to regular season home games provided however that the Team shall be under no obligation to play such games at the Baseball Stadium and may schedule and play exhibition and preseason games in any other location Tenant may schedule and play any Major League Baseball AllStar game at the Baseball Stadium under the same terms and conditions of this Lease as are applicable to regular season home games except as otherwise provided in this Lease c Scheduling
i Baseball Game Dates Prior to February 21st of each year during the Term or promptly upon adoption of such schedule if such schedule shall not thetl have been adopted Tenant shall provide to Landlord the playing dates on which Tenant has scheduled an exhibition preseason charity andor regular season home game for professional baseball including any Major League Baseball AllStar Game scheduled at the Baseball Stadium and the scheduled lme thereof commencing in the Season next following the Game Dates The purpose of Tenant providing Landlord with Game Dates each year is to facilitate planning and scheduling of development of Sportstown and other events which Landlord is permitted to conduct in the Parking Area pursuant to this Lease In addition to Game Dates Tenant shall advise Landlord as soon as possible of other dates if any which may be requested by the American League or Major League Baseball after the final regular season schedule is established in the event a Team home game is rescheduled Promptly following adoption of such schedule each year during the Term Tenant will notify Landlord of the dates established by Major League Baseball and the American League for playoff and World Series games for such Season the Playoff Dates together with any information Tenant has received from Major League Baseball or the American League regarding playoff and World Series game scheduling Thereaiter Tenant will promptly furnish Landlord with any further scheduling information Tenant receives from Major League Baseball or the American League Landlord acknowledges and agrees that Tenant shall have a first and absolute priority and choice of playing dates at the Baseball Stadium during the Season for ail home games of the Team In the event of a conflict Game Dates and Playoff Dates for the Team shall have priority over all other scheduling at the Stadium Site Landlord acknowledges and agrees that the scheduling of Game Dates and Playoff Dates is controlled to a certain extent by the American IBI253394V22 7 05t 496
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League and Major League Baseball and Tenant shall have first priority for all use of the Stadium Site as necessary to comply with any changes in scheduling procedures or requirements of the American League and Major League Baseball
ii Football Stadium Game Dates Tenant acknowledges and agrees that upon the construction of the new football stadium on the Sportstown Site if such development is approved by Landlord the home games of the professional football team played in that stadium whether preseason regular season playoff or Super Bowl games will have priority over all other events which might otherwise be scheduled on those days at the Stadium Site provided however that in the event of a conflict the Teams baseball games shall take priority over foot ball games Within ten 10 days following establishment by the NFL of its schedule of home games for each year of the Term Landlord shall provide to Tenant the playing dates on which an exhibition preseason andor regular season home game for professional football commencing in the Season beginning in the ensuing calendar year the Football Game Dates has been
scheduled for the football sdium The purpose of Landlord providing Tenant with Football Game Dates each year is o facilitate planning and scheduling of events which Tenant Is permitted to conduct in the Baseball Stadium and Parking Area pursuant to this Lease In addition to Football Game Dates Landlord shall advise Tenant as soon as possible of other dates if any which may be requested by the National Football League or other professional football league NFL after the final NFL regular season schedule is established in the event a football home game is rescheduled Landlord shall notify Tenant within ten 10 days following establishment by the NFL of its schedule each Lear of the Term of the dates established by the NFL for playoff and Super Bowl games for such Season the Football Piayoff Dates together with any information Tenant has received from the NFL regardiug playoff and Super Bowl game scheduling Thereafter Landlord shall promptly furnish Tenant with any further scheduling information Landlord receives from the NFL Tenant acknowledgesand agrees that the professional football fearn playing Its home games In such football stadium shall have a first and absolute priority and choice of playing dates at the Stadium Site during the NFL season other than with respect to Team home games in the Baseball Stadium
Tenant Conducted Other Eents During the Term Tenant will have exclusive control over contracting for and scheduling and conduct of any ami all sports or athletic events amateur or professional contests concerts NB1253394v22 28 05I 4J6
exhibitions entertainment performances and other events ncluding parking associated with such events in the Baseball Stadium and except as otherwise provided In Section 7e the Parking Area Tenant nlay erect tents and similar temporary structures in the Parking Area for such events so long as the asphalt covering the Parking Area is not penetrated Except as provided in Section 7e Tenant will retain all revenues derived from such events including without limitation parking and concession revenues associated with such events and all revenues derived from events occurring during the Term irrespective of when such events were booked Tenant will have the right to schedule events and activities at the BasebaLl Stadium and the Parking Area for which there is no paid admission including events and activities where the sponsor promoter or operator reimburses Tenant solely for all or part of the operating costs associated with such events or activities but no more often than five 5 events per year without LaIdlords prior consent In no event shall Tenant allow flea markets or swap meets of the type conducted on the date hereof at the Orange DriveIn Theatre and the Orange County Fairgrounds No less frequently than every six 6 calendar months Landlord shall provide Tenant a list of events and shows at the Anaheim Convention Center for the succeeding twelve 12 months With respect to any i home and garden show ii boat show iii auto show iv sports vacation and recreational vehicle show or v snow skiing show scheduled at the Anaheim Convention Center during the next ensuing twelve 12 months following receipt by Tenant of such notice Tenant shall not conduct any event in the Parking Area during the period of five 5 weeks before to three 3 weeks aer such event which is substantially similar ie consists of substantially similar exhibitors andor displays or promotes substantially similar goods services and activities provided however that the foregoing limitation shall not apply to any show exhibit or event which is scheduled for the Parking Area prior to receipt by Tenant of such list of evenk and shows at the Anaheim Convention Center
e Landlord Conducted Other Ekents Landlord will retain the right to book and conduct up to ten 10 events per annum for events in the Parking Area consisting of the type of events which Landlord has heretofore conducted in such area such az boat shows home shows auto shows trade shows and convention and other major exhibits and similar types of events which i have been historically conducted by Landlord at the Anaheim Convention Center and the radium ire or ii require in excess of 100000 square feet of space and cannot be booked ak the Convention Center duc to scheduling and other conflicts or iii for Sportstown development related events eg grand openings Such events shall not exceed twentyfive 25 days in aggregate duration per annum including setup and tear down time provided however hat the period for setup and tear down of any Landlord sponsored event in NBI253394V22 29 051496
the Parking Area may be reasonably extended by agreement between Landlord and Tenant so long as it does not interfere with the scheduling conduct set up or tear down of any Tenant sponsored event in the Parking Area Any other events which Landlord desires to conduct in the Parking Area will be subject to Tenants prior reasonable approval but in no event will the number of events or the number of days set forth above be increased without Tenants consent in its sole judgment Landlord will bear all expense and retain all revenues resulting from such events Landlord may erect tents and similar temporary structures in the Parking Area for such events so long as the asphalt covering the Parking Area is not penetrated Tenant will cooperate with Landlord to permit Landlord to select dates and times that have not been otherwise booked or reserved for other events Landlord may reserve dates tor such Landlord conducted special events by providing Tenant with written notice at least one hundred ttventy 120 days prior to the scheduled date for each such event Tenant shall notify Landlord within two business days after receipt of such notice from Landlord if another event has already been scheduled and contractually committed in the Parking Area for the requested date and in such event Landlord and Tenant shall use reasonable and good faith efforts to reschedule the event proposed by Landlord on the next available date agreeable to the parties No such events including set up and tear down may be booked on Game Dates including rescheduled Game Dates Playoff Dates or rescheduled Playoff Dates or on days when an event has been scheduled for the Baseball Stadium or Parking Area by Tenant No later than the Commencement Date Landlord shall provide to Tenant a listing of all events held in the Parking Area during calendar years 1994 through 1996
Football Stadium Other Events Upon completion of construction of a football stadium within the Sportstown Site If Landlord approves such development in the future
i If Landlord controls the booking and conduct of nonfootball events in the football stadium Tenant will serve as the exclusive booking agent for all events in such facility other than the playing of professional football grimes and related activities In such event and notvdthstandlng anything to the contrary In this Lease from and afLer the date such football stadium is completed net revenues derived from all events in the Baseball Stadium excluding the Baseball Stadium exhibition space and Parking Area events and such football stadium including parking broadcasting eventspecific merchandise and food and beverage concession revenues derived from all such events such as concerts sporting events exhibitions contests entertainment and other performances other than the playing of professional baseball NBI25339LV22 30 051436
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iii
and football games and related events in the Baseball Stadium or such football stadium respectively will be shared equally between Tenant and Landlord or Landlords designee provided however that such revenue sharing will not apply to revenues from events scheduled for the Baseball Stadium which were booked prior to the date the football stadium is completed
If Landlord vests in thc owner of the professional football team playing its home games in the football stadium or any other person the control over booking and conduct of nonfootball events in thc football stadium Landlord will use its reasonable efforts to encourage the agreement of thc primary tenant of thc football stadium or such other person to use Tenant or Disney to act as the exclusive booking agent for all events in both the Baseball Stadium and thc football stadium other than the playing of professional football games in the football stadium and related actltlcs including a revenue sharing agrecmcnt with respect to such events
If after the Completion Date the total of Tenants net revenues calculated as set forth In Section 90 from all events in the Baseball Stadium other than Team home games but including any Major League Baseball AliStar game Old Timers Game and similar games held at the Baseball Stadium and exclusive of revenues derived from advertising and sponsorships the football stadium other than professional football games and the Parking Area collectively Other Events Revenues is less than Two Million Dollars 2000000 in any year during the Term adjusted each year for increases in the CPI from the date of execution of the Lease an Other Events Shortfall such Other Events Shortfall will be
A first reduced by any Other Event Revenues derived by Tenant that was more than Two Million Dollars 2000000 adjusted each year for increases in the CPI from the date of execution of the Lease n previous years during the Term
second paid to Tenant by Landlord but only to the extent revenues are in the current year or future years or were realized by Landlord from the following revenues in the listed order of priority
revenues derived by Landlord or its successor in
interest from thc naming of Sportstown andor thc
entire bascballfootballSportstown complex excluding
NB1253394V22 31 o 51496
revenues derived from the naming of the football stadium only
2 Landlords share of Other Event Revenues as provided
in Section 9e and
3 Landlords share of revenues from admissions for Team
home games in the Baseball Stadium as provided in
Section 9d parking revenues as provided in Section
9f and PSt Revenues as provided in Section 9g
The sources of payment set forth in subparts 1 through 3 above are hereinafter referred to as the Revenue Reserve Funds To ensure Landlords ability to pay any sum owed
Tenant pursuant to Section 7fiiiB from the Revenue
Reserve Funds In years prior to the then current year Landlord shall maintain such funds as received as a special reserve fund provided however that Landlord shall be free to expend for any purpose any Revenue Reserve Funds in excess of the
greater of i the accumulation of Revenue Reserve Funds
received by Landlord during the most recent three 3 years prior to the then current year and ii Two Million Dollars 2000000 No expenditure by Landlord of the Revenue
Reserve Funds shall relieve Landlord of its obligations to pay any sum owed Tenant pursuant to Section 7filiB
Development of Sportstown Site
a General The parties acknowledge that Landlord is considering future development on the area designated as Sportstown Site on Exhibit C attached hereto of any or all of the following a a stadium for the playing of professional football b office buildings c hotel and exhibition facilities d retail dining and entertainment facilities and e a youth sports facility which development regardless of I component or nature is referred to herein as Sportstown whether or not so named following development To the extent Landlord upon its independent review and exercise of its discretion approves Sportstown it is agreed that it is in the parties best interests to harmonize the future development of Sportstown with the Stadium Renovations and the ongoing operation of the Baseball Stadium and Parking Area Therefore the parties hereby acknowledge and agree that the development of Sportstown or any other development on the Sportstown Site will be limited to the uses set forth above and shall conform to the guidelines and standards set forth on Exhibit F attached hereto which guidelines and NB1253394V22 32 051496
standards shall be incorporated into a declaration of covenants conditions and restrictions which upon approval thereof by Landlord Agency and Tenant Landlord will record against the Sportstown Site for the benefit of the Stadium Site in the Official Records of the County of Orange prior to any development of the Sportstowl Site Any development of Sportstown will occur solely within the area designated as the Sportstown Site and otherwise of the Stadium Site
b Sportstown Parking Landlord may construct a parking structure at no cost or expense to Tenant in the area designated as Potential Future Parking Structure on Exhibit D attached hereto such parking structure to be subject to Tenants approval which approval shall not be unreasonably withheld delayed or conditioned and shall be limited to confirmation of the design and operating criteria set forth below Any such parking structure shall
1 include speed ramps and speed parking design
ii not exceed four 4 stories in height from finish grade iii be of a design compatible with the quality and appearance of the Baseball Stadium
iv be constructed at times and in a manner which will cause the least disruption of operations of Tenant in the Baseball Stadium or Parking Area
v provide parking to guests and invitees of Tenant in connection with events at the Baseball Stadium under the same terms and charges as parking in surface parking areas utilized by Tenant during such events and
vi be under the control and management of Tenant or the parking concessionaire selected by Tenant during all events at the Baseball Stadium or Tenant conducted events In the Parking Area
In no event shall there be less than 12500 spaces provided onsite for exclusive use of Tenant In connection with Team home games in the Baseball Stadium subject to Landlords right to relocate up to 500 such spaces offsite as provided below Any parking in such structure required in order for Landlord to provide a minimum of 12500 parking spaces for exclusive use of Tenant in connection with Team home games subject to Landlords right to relocate up to 500 such spaces offsite as provided below shall be located on NB1253394V22 53
c
the abovegrade floors of such structure that is no parking required to meet the forgoing minimum number o parking spaces for Team home games shall be located on any portion of the parking structure which Is belowgrade Fast Food Facilities In order to mitigate the adverse economic impact fast food takeout food food kiosk and food cart operations located outside of the Baseball Stadium but on the Sportstown Site collectively NonStadium Fast Food would have on food and beverage operations in the Baseball Stadium Landlord agrees that NonStadium Fast Food shall only be permitted on the Sportstown Site subject to the following terms and conditions i NonStadium Fast Food must be contained within a retail dining and entertainment complex consisting of not less than 50000 rentable square feet and may not De freestanding other than kiosks and carts ii No drivethrough food establishments will be permitted on the Sportstown Site
iii No facilities selling or serving NonStadium Fast Food including kiosks and carts will be located within the area adjacent to the perimeter of the Baseball Stadium designated as the Buffer Zone on Exhibit G attached hereto
iv The customer entrance and exits from any NonStadium Fast Food facilities will not directly face the Baseball Stadium that is will be faced inward within Sportstown
v On days of Team home games and other events in the Baseball Stadium all kiosks and carts selling food will be permitted only within the interior of Sportstown and not on the perimeter thereof provided however that such limitation shall not require that kiosks and carts be located within any structure
vi No Nonr4dlum Fast Foods will be sold In Sporttown on the day of Team home games provided however that Landlord and Tenant agree that the sole remedy and liquidated damages for a breach of this covenant by Landlord shall be that Landlord will pay Tenant five percent 5 of the gross revenues of all operators of facilities selling or serving NonStadium Fast Food derived by such operations from the sale of NonStadium Fast Foods on the day of any Team home game in the Baseball Stadium such payment to be made by Landlord no later than the filteenth 15th day following the end of any month in which a Team home game occurs in the Baseball Stadium for all days within NBI253394V22 34 0t496
the prior month on which a Team home game occurred in the Baseball Stadium provided further however that if Tenant has prepaid the Base Rent any credits due Tenant hereunder shall be reimbursed directly to Tenant by Landlord within thirty 30 days after the due date
vli Landlord will require appropriate provisions in any lease concession or other rental and operating agreements with operators of facilities selling or serving NonStadium Fast Food requiring the reporting of gross revenues derived by such operators on the day of any Team home game in the Baseball Stadium no later than the fffLeenth 15th day following the end of any month in which a Team home game occurs in the Baseball Stadium
viii For purposes hereof Section 8cvi will not be applicable to facilities selling primarily ice cream or other frozen confections bakery goods coffee and other soft drinks and beverages candy popcorn and nuts provided however that if such facilities also sell other forms of fast food and take out food the foregoing limitations will apply to such operations and the entire gross revenues of such operations including revenues derived from the sale of such exempt products from the sale of such foods will he included in the liquidated damages payable to Tenant as set forth above
Rent and Revenue Sharing
a Base Rent During the Term Tenant shall pay Landlord semiannually a sum the Base Rent determined as follows
i On or before the Commencement Date the present value as of the Commencement Date of the amounts to be contributed by Landlord pursuant to Section 6eii of the Lease the Discounted Amount shall be computed based upon a disbursement schedule prepared by Tenant pursuant to Section 6elll and a discount rate of five and one half percent 55 compounded semiannually
ti At that time the semiannual amount the Level Payment Amount required tx fullyamortize the Discounted Amount with level ie equal in amount semiannual payments in arrears during the period commencing on the Commencement Date up to and including December 31 2029 shall be computed based upon an interest rate of seven and onehalf percent 75 compounded semiannually the Rental Interest Rate
NBI25339422 35 0514t96
iii Subject to the following adiustments the Base Rent payment shall be equal to the Level Payment Amount and shall be paid on each March 31 and September 30 during the Term with a final payment on December 312029
A The Base Renl payment due on March 31 1997 for the slx month period ending on that date shall instead be paid on March 31 1999 together with interest on such payment
calculated at a rate of seven and onehalf percent 75 per annum compounded semiannually for the period from March 31 1997 through March 30 1999
The Base Rent payment due on September 30 1997 for the slx month period ending on that date shall instead be paid on September 30 1999 together with interest on such payment calculated at a rate of seven and onehalf percent 75 per annum compounded semiannually for the period from
September 30 1997 through September 29 1999
c The Base Rent payment due on March 31 1998 for the six month period ending on that date shall instead be paid on March 31 2000 together with interest on such panent
calculated at a rate of seven and onehalf percent 75 per annum compounded semiannually for the period from March 31 1998 through March 30 2000
D The Base Rent payment due on September 30 1998 for the six month period ending on that date shall instead be paid on September 30 2000 together with Interest on such payment calculated at a rate of seven and onehalf percent 75 per annum compounded semiannually for the period from
September 30 1998 through September 29 2000
E The Base Rent payment due on March 31 2029 shall be equal to tile Level Payment Amount plus 50000
F The Base Rent payment due on September 30 2029 shall be equal to the Level PaymentAmount plus 100000 and
The Base Rent payment due on December 31 2029 shall he
equal to onehalf of the Level Payment Amount
NB1253394N22 36 051496
iv Upon the issuance of any Base Rental Bonds the Rental Interest Rate shall be modified to reflect the interest rate payable on the Base Rental Bonds To the extent the Base Rent payments in any given period precede or exceed Base Rental Bond payments including recurring fees such as trustee fees due under the Indenture made by Landlord such paymentsexcess shall be held by Landlord after consulting in good faith with Tenant in interest bearing assets that are reasonably acceptable to Tenant such paymentsexcess held in interest bearing assets together with interest earned thereon being hereinafter referred to as the Reinvestment Amount To the extent any payment owed by Issuer under the Base Rental Bonds exceeds the Base Rent payment received by Landlord within the preceding six months Landlord shall first apply any Reinvestment Amount held by Landlord against the shortfall and Tenant shall pay any remaining shortfall to Landlord not less than fifteen 15 days prior to the date such Base Rental Bond payment is due
b Rent Prepayment Tenant shall have the right at its option to prepay in whole or part and in one or more installments any unpaid scheduled Base Rent payments upon prior written notice a Prepayment Notice to Landlord provided however that Tenant shall have the right to make a partial prepayment before the issuance of the Base Rental Bonds only If the Base Rental Bonds can be issued with respect to the nonprepaid portion of Base Rent and provided further that Landlord shall not be deemed to be acting unreasonably if upon due consultation Landlord determines that it is not commercially feasible to issue Base Rental Bonds in the amount of the nonprepaid Base Rents Tenant shall have the right at any time after the issuance of the Base Rental Bonds to prepay the present value of all or part of its Base Rent obligations using a discount rate equal to the Rental Interest Rate applicable to then current and future Base Rent payments at its discretion so long as the Issuer does not suffer any adverse financial impact therefrom Each Prepayment Notice shall specify a proposed date of prepayment the Prepayment Date the future installments of unpaid scheduled Base Rent that Tenant elects to prepay and the amount of each future lnstallmenl of scheduled Base Rent that shall be prepaid the Prepayment Amount On any Prepayment Date Tenant shall pay to Landlord the Prepayment Amount for each future installment of scheduled Base Rent that is specified to be prepaid in the Prepayment Notice in manner specified herein for the prepayment of Base Rent With respect to each future installment of scheduled Base Rent that is being prepaid pursuant to this Section 9b the amount of credit against each future installment of scheduled Base Rent being prepaid shall be determined by compounding on a semiannual basis the prepayment amount for such future installment from NB1253394 V22 3 05146
the Prepayment Date to the date such future installment would otherwise be due and payable using a discount rate equal to the Rental Interest Rate Notwithstanding anything to the contrary herein or in any documents related hereto but subject to Section 30 and the credit or credits granted to Tenant under this Lease any prepayment pursuant to this Section 9b shall be retained by Landlord in any and all events that are contemplated prospective or possible under the provisions and conditions hereof and shall be absolute and irrevocable under any circumstances whatsoever Nothing in the preceding shall be construed to limit the exercise or enforcement o any remedies that may be available to Tenant in connection with a breach of this Lease
c Investment of Prepaid Base Rent To the extent that any amounts of Base Rent are prepaid by Tenant pursuant to Section 9b Lndlord aer consultation in good faith with Tenant shall hold such prepaid amounts in interest bearing assets that are reasonably acceptable to Tenant Such prepaid amounts shall be so invested until required to pay for Costs of the Stadium Renovations or otherwise credited or distributed pursuant to this Lease
d Ticket Sales Tenant will pay Landlord as additional rent each year during the Term Two Dollars 2 for each paid admission ticket to a Team home game held at the Baseball Stadium in excess of two million six hundred thousand 2600000 paid baseball admissions in such year For purposes of calculating annual paid admissions to Team home games 1 admission tickets to any Major League Baseball AllStar game Old Timers or similac game in the Baseball Stadium shall not be included if conducted with a separate admission from a Team home game and ii Tenant shall be limited in the number of complimentary tickets which Tenant may provide exclusive of complimentary tickets provided to Landlord which shall not exceed 3000 tickets per game and 100000 tickets per year la addition Tenant may issue not more than 50000 complimentary tickets for use in the promotion of scholastic achievement by students in the Southern California area recognition of said students outstanding scholastic achievement All such complimentary tickets may include complimentary parking If admission tickets for Team home games are packaged with other attractions or events sponsored or operated by Tenant or Disney including Disneyland Park any such tickets shall not be considered complimentary tickets for the purpose of the preceding sentence if the purchaser paid value for the package regardless of the allocation made Internally by Tenant For example a ticket to a Team home game received with a paid admission to Disneyland Park shall bc considered a paid admission to the home game and a buy oneget one promotion shall be considered two paid admissions to the home game Any NBI253394V22 38 051496
e
eg
h
i
complimentary tickets made available by Tenant in excess of the foregoing limits exclusive of complimentary tickets provided to Landlord pursuant to Section 20 will be counted as paid admission tickets for such year Other Events Revenues If in any year the Other Events Revenues of Tenant exceeds Two Million Dollars 2000000 adlusted each year by increases in the CPI Tenant will pay Landlord as additional rent twentyfive percent 25 of such excess
Parking Revenues If in any year the net operating income received by Tenant from all parking operations at the Stadium Site on days of Team home games Parking Revenues exceeds Four Million Dollars 4000000 adjusted each year by Increases in the CPI Tenant will pay to Landlord as additional rent twentyfive percent 25 of such excess To the extent parking is provided on a complimentary basis to holders of premium seating club seats and suites at the Baseball Stadium excluding complimentary parking provided to Landlord pursuant to Section 21 d or pursuant to Section 9d parking revenues shall be increased by allocating the standard general admission parking charge for Team home games multiplied by the number of Team home games actually held during such Season for each such complimentary parking pass
PSL Revenues Tenant will pay Landlord as additional rent twenty percent 20 of gross revenues if any derived by Tenant from the sale of preferred seat licenses PSL Revenues and similar financing techniques whereby persons purchase the right to acquire admission tickets to Team home games or facilityclub access in the Baseball Stadium Annual amounts and deposits paid for tickets suites club and other premium seats or facilityclub access will not be lncltided in PSL Revenues
Time of Payment Amounts payable by Tenant pursuant to Sections 9d through 9g shall be paid on an annual basis on December 1st of each calendar year during the Term in respect of the immediately preceding Season
Calculation of Net Revenue
i Other Event Revenues For purposes of computing Other Event Revenues under Section 9e there shall he deducted from gross revenues received by Tenant for all events other than Team home games advertising and sponsorships the following Landlords share of such revenues as described in Section 9e reasonable operating expenses allocable to the event such as utility costs security ramble NB1253394 V22 9 051496
personnel expenses specific insurance or bonding expenses reasonably allocated maintenance and repair expenses administrative expenses including overhead allocations reasonably related to the event payments to thirdparty vendors and suppliers payments to event promoters sponsors and acts or performing aPtists In determining net revenues the following shall not be allowed as deductions depreciation allocation of capital expenditures interest expense any expense aclually reimbursed by a third party except to the extent such reimbursement is included in gross revenues or paid to an Affiliate of Tenant unless such panent would otherwise constitute a deductible expense
ii Parking Revenues For purposes of computing Parking Revenues under Section 90 here shall not be deducted from gross revenues received by Tenant from all parking operations at the Stadium Site on days of Team home games any expense other than sums paid to the parking operator provided however that if Tenant operates the parking on the Stadium Site there shall be deducted from gross revenues received by Tenant from all parking operations at the Stadium Site on days of Team home games reasonable operating expenses allocable to the parking operations security ratable personnel expenses specific insurance or bonding expenses administrative expenses including overhead allocations reasonably related ta the parking operations reasonably allocated maintenance and repair expenses and payments to thirdparty vendors and suppliers In determining net revenues the following shall not be allowed as deductions depreciation allocation of capital expenditures interest expense any expense actually reimbursed by a third party except to the extent such reimbursement is included in gross revenues or paid to an Affiliate of Tenant unless such payment would otherwise constitute a deductible expense
iii Accounting Principles Ail computations shall be made in accordance with generally accepted accounting principles consistently applied andfairly representative of actual income and expenses 10 Maintenance and Capital Reserve
a Standard Tenant will maintain the Baseball Stadium in good condition and repair subject to ordinary wear and tear at its sole expense subject to Section 10b relating to Landlords contribution to the Capital Reserve The standard of maintenance to which Tenant will adhere in the maintenance of the Baseball Stadium will be at least equal to first class professional baseball Ngl253394V22 40 051496
stadiums such as on the date hereof Kansas City and Dodger stadiums taking Into account the age and design of such stadiums provided however that Tenant will not be required to upgrade equipment and systems such as scoreboard public address system telecommunication facilitieS etc in order to remain state of the art with other stadiums but all such equipment and systems shall be maintained at least to the standard of the Benchmark described below
b Capital Reserve Fund In order to establish and maintain a capital expenditure fund the Capital Reserve for the purpose of the making of capital repairs and improvements to the Baseball Stadium including fixtares furnishings and equipment and the Parking Area as required to maintain the Baseball Stadium and the Parking Area to the standard set forth in Section 10a i commencing with the January 1 1997 calendar year and each year thereafter Landlord shall deposit into the Capital Reserve an amount equal to Landlords Reserve Obligation computed as set forth in Section 10c and ii commencing with the January Ia following completion of the Stadium Renovations and each year thereafter Tenant will deposit into the Capital Reserve a sum equal to Eight Hundred Thousand Dollars 800000 adjusted annually for changes In the CPI from the base year of the first full calendar year following the completion of the Stadium Renovations less i Landlords Reserve Obligation and ii any sum required to be deposited by Landlord therein during any period prior to the Completion Date for the Costs of the Stadium Renovations plus interest earned thereon which was not expended by Tenant from the Capital Reserve for ordinary repairs and maintenance during the period prior to the Completion Date for the Costs of the Stadium Reuovations Notwithstanding the foregoing in the event Landlords Reserve Obligation exceeds Eight Hundred Thousand Dollars 800000 as so adjusted Landlord shall fund the entire amount of Landlords Reserve Obligation in the Capital Reserve it that year Such funds shall be held and invested by Landlord in an interest bearing account reasonably approved by Tenant with interest earned thereon to be deposited in the Capital Reserve and used for the purposes contemplated In this Section 10b Tenant shall have full discretion and control over the expenditure of funds from the Capital Reserve for capital repairs and improvements to the Baseball Stadium including fixtures furnishings and equipment and the Parking Area or the Primary Parking Area if Sportstown is developed and for ordinary repairs and maintenance of the Baseball Stadium and the Parking Area during the period from the Commencement Date to the Completion Date subject to Landlords reasonable right of approval of any such expenditures in the final seven 7 years of the Term and to Landlords right to cause funds in the Capital Reserve to be expended for capital repairs and Improvements during such seven year period From time to time Tenant may expend funds in the NBI253394V22 41 04m6
c
capital maintenance and improvement of the Baseball Stadium andor the Parking Area or the Primary Parking Area If Sportstown is developed and to the extent such funds exceed the amount then held in the Ca0ital Reserve Tenant shall be entitled to credit without interest such amount against its next succeeding obligations to fund the Capitol Reserve in future years Upon expiration or earlier termination of the Lease other than an early termination under Section 5 if the Baseball Stadium and Parking Area or the Primary Parking Area if Sportstown is developed have been maintained to the standard set forth in Section 10a any sums remaining in the Capital Reserve vll be the property o Tenant and such sums shall be deemed excess rental pasqnents which are reimburseabte to Tenant If upon expiration or earlier termination of the Lease other than an early termination under Section 5 the Baseball Stadium and the Parking Area or the Primary Parking Area if Sportstown is developed have not beer maintained to the standard set forth in Section 10la Landlord shall have the right to use any sum remaining in the Capital Reserve to repair and restore the Baseball Stadium including fixtures furnishings and equipment and the Parking Area or the Primary Parking Area if Sportstown is developed to the standard set forth in Section 10a in addition to all other remedies available to Landlord either prior to or following expiration of the Term as a result of such failure to maintain the Baseball Stadium and the Parking Area or the Primary Parking Area if Sportstown is developed Within ninety 90 days following each year of the Term Tenant shall provide Landlord with a written statement of such expenditures made during the preceding year accompanied by reasonable supporting documentation As used in this Section 10b capital repairs and improvements shall mean expenditures for property components systems and structures with a useful life of not less than five 5 years or which extend the life of the structure or Improvement Into which Incorporated by not less than five 5 years and having a unit cost of not less than Five Thousand Dollars 5000 specifically excluding regular maintenance and repairs or replacement or repair of eventdamaged property
Computation of Landlords Reserve Obligation Each January Ist of the Term the total of Property Taxes after deduction of the first One Hundred Fiicy Eight Thousanil Seven Hundred Seventy Three Dollars 158773 shall be computed Such amount up to a maximum annual amount of Five Hundred Thousand Dollars 500000 which amount less One Hundred Fifty Eight Thousand Seven Hundred Seventy Three Dollars 158773 will be increased each year by the percentage by which the assessed valuation of the leasehold estate of Tenant increased for such year over the prior year not to exceed percent 2 per annum is hereinafter referred to as the Contribution Base In addition each January Ist of the Term any portion of the Property Taxes paid by Tenant in excess of the first One Hundred Fifty Eight Thousand NB1253394V22 2 0511436
Seven Hundred SevenLy Three Dollars 158773 and the Contribution Base collectively the Excess Tenant Panents shall be computed and the Reserve Increment shall be determined During the period commencing on the Commencement Date and ending on August 8 2004 Phase 1 the Reserve increment or any tax year shall equal sixty percent 60 or the Excess Tenant Payment for that tax year During the wenty 20 year period immediately following expiration of Phase I Phase llthe Reserve increment for any tax year shall equal to the sum of i sixty percent 60 of that portion of the Excess Tenant Payment which is equal to the Excess Tenant Payment in the last tax year of Phase I the Final Phase I Tenant Payment plus ii forty three and two tenths percent 432 of the remainder of the Excess Tenant Payment During the term of the Lease following the expiration of Phase I1 the Reserve increment for any tax year shall equal the sum of i sixty percent 60 of that portion o the Excess Tenant Payment which is equal to the Final Phase I Tenant Payment plus ii forty three and two tenths percent 432 of that portion of the Excess Tenant Payment which is equal to the difference between the Excess Tenant Payment in the last tax year of Phase II the Final Phase 1I Tenant Payment and the Final Phase 1 Tenant Payment and iii thirty two percent 32 of the remainder of the Excess Tenant Payment NoLwlthstanding the foregoing If the amounts to which redevelopment agencies may be entitled under California Health and Safety Code Sections 333342 and 336075 are amended by a change in law such changes shall be reflected in an adlustment of the amount of the Reserve Increment In addition if Landlord does not pay any sum owed to Tenant under Section 8cvi a Fast Food Shortfall such sum shall be paid by Landlord into the Capital Reserve Landlords Reserve Obligation shall equal the total of the Contribution Base the Reserve Increment and the Fast Food Shortfall for purposes of Section 10b d Alterations Tenant may make any interior alterations additions improvements to the Baseball Stadium and Parking Area or the Primary Parking Area if Sportstown is developed it deems appropriate and Tenant shall bear all costs of such improvements subject to use by Tenant of capital reserve fund provided in Section 10b for the purposes contemplated therein Tenant vdll obtain Landlords prior approval of any such alterations additions or improvements which affect the structural integrity of the Baseball Stadium or its mechanical electrical HVAC plumbing or other building systems Upon termination of this Lease Tenant shall assign to Landlord all thenexisting warranties for any component system fixture or equipment Installed by Tenant and shall provide Landlord asbuild drawings of all Improvements and alterations to the Baseball Stadium
NB1253394V22 43 05 4
Advertising and Sponsorship
a General Subject to the existing agreement with Spencer Teuant shall have exclusive control of the use licensing and other agreements for all advertising promotion and marketing of on or at the Baseball Stadium including parties pricing location inside the Baseball Stadium or attached to the exterior of the Baseball Stadium and content Tenant will retain ali revenues generated by licensing and other agreements for advertising promotion and marketing of on or at the Baseball Stadium Subject to all agreements existing as of the date hereof Tenant will be the exclusive sales agent for all exterior advertising on the remainder of the Stadium Site other than advertising on the exterior of the football stadium provided hmvever that no additional advertising signage shall be erected on the Stadium Site other than as provided in Section 11 b and excluding the ihterior of the Baseball Stadium or the football stadium when constructed Signage which exclusively identifies and locates tenants of Sportstovn upon construction of such development and sponsorship signage for the Baseball Stadium football stadium and Sportstown shall not be considered advertising signage for purposes of this Lease Tenant will retain all revenues generated by licensing and Other agreements for such exterior advertising at the Stadium Site other than on the exterior o the football stadium All signs located at the Stadium Site for the purpose of designating the Baseball Stadium shall give prominence to the name Anaheim at least equal to 75 of the size of the sponsor name
b Restrictions on Advertising Tenant will not install or permit more than four 4 advertising signs on the exterior of the Baseball Stadium and Landlord agrees to limit advertising signage on the exterior of the football stadium to four 4 signs no larger than those currently in place on the Baseball Stadium Landlord agrees that no advertising on the football stadium will conflict with the sponsor which has acquired naming rights of the Baseball Stadium at the time of contracting for such advertising on the football stadium that is any proposed advertiser promoting products or serces which compete with the products or services manufactured or sold by the sponsor acquiring naming rights licensed in connection with the Baseball Stadium In the event a football stadium is constructed on the Sportstown Site and a license is granted by Landlord or its successor in interest with respect to the football stadium for a sponsor name of the football stadium or a license Is granted by Landlord or its successor in interest with respect to Sportstown for a sponsor name for Sportstown or a license is granted by Landlord for the sponsor name of the entire stadium complex football and baseball stadiums and Sportstown Tenant will not thereafter grant advertising on any exterior location of the Stadium Site which conflicts NBI253394V22 44 051496
c
d
e
with the naming rights so licensed that is any proposed advertiser promoting products or services which compete with the products or services manufactured or sold by the sponsor acquiring naming rigls licensed in connection with the football stadium or Sportstown
Relocation of Advertising Landlord will i pay for the relocation of any existing advertising or other signage which must be relocated in connection with development of the Sportstown Site provided however that Landlord may not relocate or otherwise alter the advertising signs along SR57 and may not relocate any other sign il a comparable relocation site is not available or cannot be utilized for any reason and ii reimburse Tenant for any loss of revenues from such relocation and temporary removal of such advertising signage during construction of such development and such relocated signage and advertising will be at comparable locations approved by Tenant Baseball Stadium Sponsorships Tenant will have exclusive control over all matters relating to sponsor and promotional agreements relating to the Team the Baseball Stadium and all events held or scheduled at the Baseball Stadium Tenant will have sole control over the sale or licensing of a sponsor name to be associated with the Baseball Stadium provided however that the name of the Baseball Stadium will at all times include the name Anaheim and the sponsor will not be a company primarily identified with the sale of tobacco products or the conduct of gaming operations Tenant will retain all revenues generated by sponsorship and promotional agreements relating to the Team andor Baseball Stadium including all revenues derived from the sale or licensing of a sponsor name to be associated therewith All signs located at the Stadium Site for the purpose of designating the Baseball Stadium shall give prominence to the name Anaheim at least equal to 75 of the size of the sponsor name
Football Stadium and Sportstown Sponsorships Landlord will have sole control over the sale or licensing of a sponsor name to be associated With the football stadium on the Sportstown Site Sportstown or the entire stadium complex consisting of the footbaIl and baseball stadiums and Sportstown provided however that no such name will conflict with previously granted naming rights of the Baseball Stadium that is any proposed sponsor promoting products or services which compete with the products or services manufactured or sold by the sponsor acquiring naming rights licensed in connection with the Baseball Stadium such name will at all times include the name Anaheim and the sponsor will not be a company primarily identified with the sale of tobacco products or the conduct of gaming operations or which conflicts with the rules regulations guidelines and policies of Major League Baseball which would apply to such site Landlord will retain all NB1253394V22 45 05I 496
revenues generated by sponsorship and promotional agreements relating to the football stadium Sportstown or the entire stadium complex consisting of the football and baseball stadiums and Sportstown but not the Baseball Stadium alone including all revenues derived from the sale or licensing of a sponsor name to be associated therewith
Team Name Tenant will change the name of the Team to include the name Anaheim therein such change to be effective no later than the commencement of the 1997 Season
12 Ticket Sales Tenant shall have sole control over the pricing marketing inventory control and sales of tickets for admission to the events at the Baseball Stadium and Parking Area subject to Landlords rights under Section 7e The Baseball Stadium box office will be operated by Tenant and Tenant will control the hours of operation of the Baseball Stadium box office Tenant may sell tickets at the Baseball Stadium box office for admission ta Tenant events and attractions including Disneyland Park and other theme parks and resorts owned operated or licensed by Tenant Disney or their respective Affiliates Tenant may restrict sales of tickets to ail or some nonbaseball events at the Baseball Stadium box office during the day of any Team home game or other event at the Baseball Stadium Tenant may permit the sale of tickets for admission to Disney events and attractions including Anaheim Pond events and Disneyland Park and other theme parks and resorts owned operated or licensed by Disney or its Affiliates on such days
13 Merchandising and Food and Beverages Tenant may maintain in its sole discretion such open and enclosed merchandising locations in the Baseball Stadium as Tenant may elect from time to time for the sale of professional or amateur sports logoed or theme merchandise event programs and other publications Major League Baseball merchandise Team merchandise Disneythemed or labeled merchandise and other merchandise derived from Disneyproperties or distributed by Disney or its Affiliates Tenant may maintain In its discretion such open and enclosed facilities in the Baseball Stadium as Tenant may elect from time to time for the sale of food and beverages Tenant will have sole control over the selection and pricing of merchandise food and beverages to be made available at the Baseball Stadium the hours of operation of such locations and the content of event program and other publications Subject to applicable law Tenant will have the right in its discretion tO determine whether to suspend or prohibit the sale of alcoholic beverages at Baseball Stadium during events and will consult with City of Anaheim police department In making such determinations Tenant will retain all revenues generated by the sale of merchandise including without limitation programs and publications and food and beverages at the Baseball Stadium All expenses of such sales including the operation of merchandising locations and food and beverage locations in the Baseball Stadium will be borne by Tenant Tenant will provide Landlord with NB1253094V22 05I 496
14 15
16 monthly statements ldentlng sales tax generated by Tenant from merchandising and food and beverage locations in the Baseball Stadium Concessions Tenant will have exclusive control over all thirdparty food and beverage concession operations and merchandise concession operations including licensing subleasing or granting of concessions with suppliers vendors and operators within the Baseball Stadium and Parking Area Tenant may contract with one or more nationally recognized operators of stadium food and beverage operations such as Ogden or ARA to manage and operate all or part of the food and beverage operations at the Baseball Stadium during the Term Any other thirdparty food and beverage operator other than an Affiliate of Disney or Tenant will be subject to thc approval of Landlord which approval will not be unreasonably withheld conditioned or delayed Tenant will retain all revenues derived from such concession operators Tenant shall indemnify and defend Landlord against all claims and losses arising from the Tenants termination or assumption of any such licensing or subleasing arrangements including without limitation the Ogden agreement described in Section 20
Broadcasting Tenant will have exclusive control over all broadcasting of event at the Baseball Stadium including radio television cable vision pay television payperview videotaping satellite transmission closed circuit and all future forms of media transmission and broadcasting Subject to rules and regulations of the American League and Major League Baseball Tenant will retain all revenues derived from the broadcasting of events at the Baseball Stadium including origination fees or charges if any
Parking
a Stadium Parking Tenant will have exclusive control over the use maintenance pricing operation charges and hours of operation of the Parking Area including landscaping during events at the Baseball Stadium and Parking Area events subject to dimunition of the Parking Area to the Primary Parking Area as set forth In Section 16bl Subject to provisions of Section 8b all parking spaces in the Parking Area will be surface fiat striped paved asphalt or concrete parking Not less than 12500 parking spaces veill be reserved for the exclusive use of Tenant during the period of three hours before to one hour after commencement of all Team home games and for a comparable period before during and after the conduct of all other events by Tenant In the Baseball Stadium all of which spaces will be Iocated on thc Stadium Site excluding thc Baseball Stadium unless Tenant otherwise agrees In writing with Landlord or except as otherwise provided in Section 16b
NB1253394V22 47 05I 496
b Sportstown Parking If the Sportstown Site is developed for the purposes permitted In this Lease
i from and ager the date when the Sportstown Site Isrequired In connection with development of Sportstown and parking thereon In connection with Team home games and Tenant sponsored events in the Parking Area is prevented by such development all such parking required to be provided to Tenant pursuant to Section 16a shall be provided within the area designated as the Primary Parldng Area on Exhibit H attached hereto provided however that Landlord shall have the right to provide parking for buses off the Stadium Site Including on streets adjacent to the Stadium Site in such locations within reasonable walking distance from the Baseball Stadium as the parties shall agree Including In the FlreTralnlng Center located near the Stadium Slte across Orangewood Avenue near the Santa Aha River all of such parking to be In Iocatlons where bus passengers can reasonably locate their respective buses and Landlord shall be responsible for the costs of relandscaping the Prmary Parking Area as a result of development of Sportstown as set forth in Exhibit F A conceptual plan for the location and design of the Primary Parking Area after development of Sportstewn is set forth on Exhibit U attached hereto
ii Landlord may relocate at no cost or expense to Tenant or the Team up to 500 such parking spaces for employee parking within a reasonable and safe walking distance from the Stadium Site
iii parking for all special events held by Tenant In the Parking Area will be restricted to exclude 1000 parking spaces southerly of the Gene Autry Way within the Last Load Parking area described In Sectlon 16blv which spaces will be reserved for use of the general public In connection with the operation of Sportstown and
i during all Team home games and other events held In the Baseball Stadlum Tenant will utlllze the parking area designated as Last Load Parkingon Exhibit I attached hereto or such other Last Load Area as the parties may hereafter agree to designate in replacement thereo excluding areas therein designated for VIP and reserved parking only after the remaining portions of the Parklng Area have been substantially filled It being the Intent of the parties that the area comprlslng the Last Load Parking will be made available for use of the general public In connection xvith operatlon of Sportstown if not NB1253394V22
d
required in Tenants reasonable judgment in connection with the conduct of Team home games and other events held in the Baseball Stadium provide however that it Tenant reasonably determines based upon the number of paid admissions to a scheduled Team home game that the Last Load Parking area will be required in connection with such Team home game Tenant shall not be required to refrain from parking in such area until the remaining portions of the Parking Area have been substantially filled and may utilize such the Last Load Parking area as necessary to accommodate efficient and safe loading of the Parking Area
v On days of Team home games and other events in the Baseball Stadium all parking in any parking structure constructed by Landlord as set forth in Section 8b admitted during the period ofthree hours before to one hour after commencement of all Team home games and for a comparable period before during and after the conduct of all other events by Tenant in the Baseball Stadfum shall be deemed parking for such Team home game or event and shall be governed by Sections 9D 9ili 16a and 16e
Operational Conflicts Landlord acknowledges that Parking Area events and the revenue which may be generated therefrom is a material part of the consideration for the agreement described in this Lease and Tenant acknowledges that Landlords ability to develop the Sportstown Site is a material term of this Lease as well Tenant and Landlord will cooperate to minimize competition to future Sportstown tenants from Parking Area events in a manner which protects the interests of all parties for example by limiting the number of days of competing events annually by providing for free exhibition space at events for tenants whose primary product lines will be sold or exhibited at such events or other mutually satisfactory arrangements Parking Operator Tenant will have the option of selecting and entering into a contract with a single third party operator for thc Parking Area for all events at the Baseball Stadium and the football stadium if the latter is constructed by Landlord and for events conducted by Tenant and Landlord in the Parking Area as herein permitted Except as otherwise provided in this Section 16d the terms of the agreement with such third party operator of the Parking Area shall apply without discrimination or variance between events conducted by Landlord and Tenant in the Parking Area or between events in the Baseball Stadium and the football stadium Parking charges for events held in the football stadium and for events conducted by Landlord in thc Parking Area will be established by Landlord provided however i if such charges for events at the football stadium are less per admission than NB1253394V22 49 0511496
the rates charged for Team home games or ii parking charges for Landlord events heid in the Parking Area are less per admission than the rates charged for Tenant events in the Parking Area and in either case such Operators fee is based upon a percentage of parking revenues Landlord must obtain the agreement of such operator to reflect the parking rates charged for such football games or Landlord Parking Area events respectively provided further that with respect to parking for Landlord conducted events in the Parking Area Landlord shall not be required to pay more in the aggregate than it would have paid to such parking operator if Landlord had charged the same parking rates for such events as is charged for parking at Tenant conducted events in thc Parking Area If Tenant elects to have the Parking Area managed and operated by a third party operator Landlord will have a 30day right of first offer to manage the Parking Area under a concession agreement with Tenant If the parties are unable to agree upon the terms and conditions of such concession agreement Tenant will have the right to cater into such a concession agreement with an operator for the Parking Area on terms and conditions no more favorable than those offered to Landlord With respect to parking for Sportstown that is parking on the Sportstown Site parking in the Potential Future Parking Structure in excess of the minimum parking dedicated to Tenant during Team home games and other events in the Baseball Stadium and parking in the Primary Parking Area on days other than Team home games events In the Baseball Stadium and Landlord and Tenant conducted events in the Parking Area Landlord and Tenant may agree upon a single operator to manage the parking for Sportstown and the Primary Parking Area provided hovever that if Landlord and Tenant are unable to agree upon the terms and conditions of such common parking management and operation ail parking for Sportstown will be managed and operated by Landlord or its designee
e Parking Revenues Subject to Section 9f Tenant will retain all revenues derived from parking in connection with all Team home games and other events at the Baseball Stadium and from Parking Area events sponsored by Tenant ail expense of parking operations during Team home games and other events conducted at the Baseball Stadium and Parking Area events sponsored by Tenant including without limitation cleaning and repairs caused by such events will be borne byTenant or the parking operator Landlord will retain all revenues derived from parking in connection with all events at thc football stadium and from Parking Area events sponsored by Landlord all expense of parking operations during events conducted at the football stadium and Parking Area events sponsored by Landlord including without limitation cleaning and repairs caused by such events will be borne by Landlord or thc parking operator Tenant shall be responsible for payment of all capital expenditures such as resurfacing and restriping of the Primary Parking Area NB1253394V22 0 05gl 496
after the original restriping by Landlord in connection with the development of the Sportstown Site provided however that i from and after the commencement of construction of a football stadium at the Sp6rtstown Site the capital maintenance costs and expenses related to the Parking Area shall be shared between Landlord and Tenant in the same proportion that total usage for events at the Baseball Stadium and Tenant conducted events in the Parking Area bears to total usage or events at the football stadium and ii from and after the commencement of construction of Sportstown the capital maintenance costs and expenses related to the Parking Area shall be shared between Landlord and Tenant in the same proportion that total usage for events at the Baseball Stadium and Tenant conducted events in the Parking Area bears to total usage of the Parking Area for Sportstown parking and iii if Sportstown and a football stadium are developed on the Sportstown Site the capital maintenance costs and expenses related to the Parking Area shall be shared between Landlord and Tenant in the same proportion that total usage for events at the Baseball Stadium and Tenant conducted events in the Parking Area bears to total usage of the Parking Area for the football stadium and Sportstown parking
f NonCompetition Landlord will not operate manage or lease other than ground leases on which tenants operate parking facilities as of the date hereof and other than parking at the Arrowhead Pond of Anaheim so long as under the currently existing contract with Ogden as the same may be amended from time to time any parking lot or structure which competes with parking on the Stadium Site during Team home games Notwithstanding the foregoing Landlord shall have the right to provide parking for Sportstown patrons but not attendees at Team home games or other events in the Baseball Stadium at the Sportstown Site and offsite
VIP and Reserved Parking Tenant will have the right to designate up to 2000 reserved surface parking spaces within the Primary Parking Area immediately adjacent to the Baseball Stadium for the purposes of I providing parking for the exclusive use of Tenants administrative personnel and Team players and staff which area may be improved by Tenant to provide security to staff and player personnel and ii providing preferred parking on a complimentary or reduced charge basis to licensees and their guests in connection with the marketing and licensing of premium seating and suites at the Baseball Stadium
h Amtrak Parking Landlord and Tenant acknowledge that a portion of the Stadium Site is utilized for parking in connection with the Amtrak Station on the Stadium Site pursuant to the Amtrak Agreement Such parking shall not be increased without Tenants consent Upon development of Sportstown NBI253394V22
18 such parking will be located within the Sportstown Site to the extent necessary for Landlord to provide the minimum parking required pursuant to Section 8b During times that Tenant or the parking operator is operating the Parking Area for events in the Baseball Stadium or Tenant conducted events in the Parking Area Amtrak passengers entering the Parking Area to access the Amtrak parking will be charged for parking by Tenant or the parking operator Tenant will arrange with Amtrak for implementation of a parking validation system whereby such Amtrak passengers are reimbursed by Amtrak for such parking charges and Tenant or the parking operator reimburses Amtrak weekly or such other period as Amtrak and Tenant shall agree for such parking charges which are reimbursed to Amtrak passengers During such time as Tenant is operating the entire Parking Area that is before commencement of development of the Sportstown Site Tenant shall not cause such portion of the Parking Area to be operated so as to cause a breach of Landlords obligations under the Amtrak Agreement Premium Seats and Suites Tenant shall have sole control over the pricing marketing inventory control sales and licensing of premium seating and suites and shall retain all revenues and receipts derived from such sales and licensing All premium seating and suites may be sold or licensed on a per event per year andor per multiple year allevent basis and may include admission 1 to the Teams home playoff and World Series games ii any other amateur and professional sports home games at the Baseball Stadium and iii other events at the Baseball Stadium as may be determined by Tenant from time to time
Private Club Revenues Tenant shall have sole control over the pricing marketing inventory control sales and licensing of any membership or admission fees to any private club or restaurant within the Baseball Stadium collectively a Stadium Club or any other private club or restaurant operated at the Baseball Stadium in the future which shall be included in the definition of Stadium Club as such term is used in this Lease Tenant shall retain all revenues derived from operation of a Stadium Club
19 ExlstingAgreements
Existing Financial Obligations Landlord shall be solely responsible for and shall indemnify defend and hold Tenant harmless from all liability and obligation arising out of any existing bond or other indebtedness in connection with the Stadium Site including without limitation i the existing debt service on the Baseball Stadium approximately 720000 per year maturing in August 2001 and ii the existing debt service on the exhibition hall approximately 480000 per year maturing in August 2020 The existing debt service on the Jumbotron scoreboard and video system pursuant to the NB 1253394V22 5 2 051496
Spencer Agreement set forth on Exhibit J shall continue to be paid as provided in the agreement with Spencer described below On or before the Commencement Date Landlord shall provide to Tenant reasonable evidence that i a default by the City or the issuer under the Existing Debt will not disturb the use and possession of Tenant of the Premises and appurtenant rights and licenses under this Lease and ii no term or condition of the Existing Debt conflicts with the material provisions of this Lease including the provisions hereof relating to application of insurance and condemnation proceeds
20 Other Existing Agreements
Spencer and Ogden On the Commencement Date of this Lease Landlord will assign to Tenant and Tenant will assume pursuant to an asignment and assumption agreement to be entered into by Tenant and Landlord all rights and obligations of Landlord pursuant to the existing agreements with Ogden Allied Leisure Services Inc Ogden and Spencer Sports Media Inc Spencer or their respective successors in interest relating to the Baseball Stadium which agreemen are more fully identified on Exhibit J attached hereto Landlord will be entitled to the Nine Hundred Eighteen Thousand Dollars 918000 payment owed by Spencer to Landlord in 1999 and Tenant will be responsible for all costs associated with exercising any early termination options in the existing Baseball Stadium agreement with Ogden From and after the date hereof Landlord shall not amend extend or otherwise take any action with respect to such agreements prejudicial to Tenants rights hereunder without Tenants prior written consent which consent shall not be unreasonably withheld delayed or conditioned b Other Event Agreements Landlord represents and warrants to Tenat that there are no events bookings and reservations contracted for ami scheduling use of the Baseball Stadium andor Parking Area as of the date of this Lease which relate to use during the Term From and after the date hereof Landlord will not contract for any event using the Baseball Stadium andor the Parking Area folowing the Commencement Date without Tenants reasonable approal and in no event shall Landlord schedule any event or any period after the Commencement Date except in accordance with Secto 7e and subject to Section 7r
c Golden West Baseball Agreements Golden West Baseball Co has assigned to and Tenant has assumed the agreements between Landlord and Golden West Baseball Co set forth on Exhibit Kattached hereto NBI253394V22 53 05I
d Operating Agreements Landlord has provided Tenant with copies of all concession operating advertising and other agreements which pertain to the operation and maintenance of the Baseball Stadium and theParking Area which will be in effect on Lhe Commencement Date which agreements are more fully identified on Exhibit L attached hereto EvAsting Operating Agreements Tenant shall have thirty 30 days from the date hereof within which to advise Landlord which of such agreements are approved which approval shall not be unreasonably withheld delayed or conditioned Landlord shall obtain any and all consents required by such agreement in connection with the assignment and assumption thereof by Tenant hereto and Tenants obligation to assume such leases is conditioned upon there being no event of default under any of such agreements If Landlord does not obtain such consents prior to the Commencement Date or Tenant does not approve any of such agreements Landlord shall indemnify Tenant against any loss claim liability or damages resulting from termination of such contracts for which consent was not obtained or which were not approved by Tenant The assignment and assumption of approved Existing Operating Agreements shall be evidenced by an assignment and assumption agreement to be entered into Dy Landlord and Tenant on or prior to the Commencement Date All Existing Operating Agreements not assigned to and assumed by Tenant shall be terminated effective as of the Commencement Date Landlord shall not amend terminate extend or otherwise take any action with respect to the Existing Operating Agreements prejudicial to Tenants rights hereunder nor shall Landlord enter into any new operating maintenance or similar agreements whose term extends beyond the Commencement Date without Tenants prior written consent
21 Complimentary Use of Baseball Stadium Facilities
a NonPremium Seats At least ten 10 days prior to the first regular Season home game including playoff World Series and AliStar games of the Team or as soon as otherwise available to season ticket holders Tenant shall provide to Landlord thirty 30 complimentary nonpremium tickets for all Team home gamesat the Baseball Stadium at no cost provided however that Landlord shall be charged for admission to playoff World Series and AliStar games at the same price offered to other season ticket holders Such tickets shall be at reasonably configured field level locations between the bases selected by Tenant Landlord will not have the right to license lease or sell such complimentary nonpremium tickets All such complimentary admissions shall not be included in the limitation on complimentary tickets set forth in Section 9d
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b Premium Seats At least ten 10 days prior to the first regular Season home game including playoff World Series and AllStar games of the Team or as soon as otherwise available to season ticket holders Tenant shall provide to Landlord twenty 20 complimentary premium club seats for all Team home games at the Baseball Stadium at no cost provided hovever that Landlord shall be charged for admission to playoff World Series and AflStar games at the same price offered to other season ticket holders Such tickets will be at reasonably configured locations agreed between Tenant and Landlord Landlord will not have the right to license lease or sell such complimentary premium tickets All such complimentary admissions shall not be included in the limitation on complimentary tickets set forth in Sect ion 9d
c Suites Landlord shall have the use of two 2 suites for allTeam home games including playoff World Series and AllStar games and other events conducted at the Baseball Stadium at no cost other than a reasonable charge for maintenance and service during such events and shall be provided with the maximum number of standing room tickets If any issued In connection with suite use at the Baseball Stadium Landlord will not have the right to license lease or sell such complimentary suites or license lease or sell the right to occupy or use same Subject to the priority set forth in the following sentence the location of such suites will be selected by Landlord but will not include a dugout level location As a first priority in selection of local ion Tenant will have the use of three suites for all events at the Baseball Stadium at locations selected by Tenant
d Parking Landlord shall have the use of forty 40 reserved parking spaces for all events at the Baseball Stadium at no cost of which 10 will be VIP parking specific spaces reserved and signed for named users Landlord will not have the right to license lease or sell such complimentary parking spaces or rights Parking spaces allocated to Landlord shall not be included in the computation of Parking Revenues
e Media Credentials Tenant shall have the right to Issue credentials to press and media personnel television and radio personnel American League National League and Major League Baseball representatives and officials and to other persons providing free access to the Baseball Stadium public areas and areas designed to accommodate such persons during the Teams home games and other events at the Baseball Stadium and Parking Area All such complimentary admissions shall not be included in the limitation o complimentary tickets set forth in Section 9d unless such personnel arc actually provided a ticket for a designated seat A list of persons holding such NB1253394V22 55 051491
credentials shall be maintained by Tenant and provided to Landlord when requested
Stadium Club Memberships If a Stadium Club as described in Section 18 is operated in the Baseball Stadium Tenant shall provide to Landlord ten 10 complimentary memberships during all periods of operation within the Term In addition upon Landlords telephonic request Tenant agrees to provide to Landlord up to forty 40 complimentary admission passes to the Stadium Club per day of a Team home game for Landlords guests and invitees in connection with the use of Landlords suites and premium and non premium seats as set forth in Sections 21 a through 21 c Landlord will not have the right to license lease or sell such complimentary Stadium Club memberships or passes or license lease or sell the right to occupy or use same
22 Stadium Operations
a General Quality Standards Tenant will operate the Baseball Stadium in a manner which is consistent with first class professional baseball stadium operating practices used in Major League Baseball such as on the date hereof Kansas City and Dodger stadiums the Benchmark Standard provided however that in the case of evaluating the physical condition of the Baseball Stadium the Benchmark Standard shall take Into account the age of the Baseball Stadium For the purpose of determining compliance by Landlord with this Section 22a reference shall be made solely to the Benchmark Standard If Tenant elects to contract with a third party operator for all or part of the events at the Baseball Stadium such delegation will not relieve Tenant of its obligations hereunder Subject to the foregoing Tenant will have exclusive control over the standards of operation and staffing for ail events conducted at the Baseball Stadium and Parking Area In no event shall Tenant enter into any agreement with a third party operator or other provider which would extend beyond the Term without Landlords prior written consent b Personnel Tenant will have exclusive control over the hiring training wages and other conpensatlon uniforms job descriptions and performance standards and other employee practices and procedures of Baseball Stadium and Parking Area personnel Tenant will interview all existing employees of Landlord currently engaged in the Baseball Stadium operations and who indicate by a standard employment application an interest in being employed by Tenant in comparable positions upon the effective date of the Lease Tenant will consider In good faith but In its sole discretion the employment of such persons subject to wages benefits and other employee programs and practices of Tenant Landlord will indemnify defend and hold Tenant and its NB1253394V22 56 051496
23 affiliates harmless from any claim liability and expense arising from the termination of any of the existing employees at the Baseball Stadium by Landlord as contemplated in this Lease
c Discretion of Tenant Subject to the provisions of Sections 22a and 41u nothing in this Lease is intended to or shall be deemed to require Tenant to adopt any marketing licensing sales pricing or operating policies or procedures which Tenant in its sole discretion does not elect to adopt d Police and Tramc Control Staffing Tenant shall at its expense during Team home games and Tenant sponsored events in the Parking Area i maintain minimum staffing levels of uniformed City of Anaheim sworn police officers as Tenant reasonably determines after reasonable consultation with Landlord is necessary for crowd control and arrest purposes and ii maintain minimum staffing levels of City of Anaheim Traffic Control Assistants and traffic management personnel as Tenant reasonably after reasonable consultation with Landlord determines is necessary for public safety and traffic control within the Parking Area and public streets immediately surrounding the Stadium Site
Taxes
a Property Taxes All real and personal property taxes general and special assessments possessory interest tax and other similar levies assessments and charges levied and assessed against the Baseball Stadium andor the leasehold estate of Tenant created by the Lease or a related document will be paid by Tenant as additional rent Property Taxes Subject to Section 23c all sales and income taxes fees and surcharges based on revenues or income derived from ticket sales for the Teams home games and other events and merchandise sales by Tenant shall be paid by Tenant b Tax Challenges Landlord and Tenant will cooperate in protesting or taking such other steps as may be appropriate to challenge any assessment reasonably determined by either to be erroneous or improper c Special Taxes If Landlord or any political subdivision thereof imposes levies or assesses any ticket admission parking or other tax or fee based upon revenues derived from operations at the Baseball Stadium or Parking Area or Team revenues Tenant shall receive a credit against its lease payment obligations to Landlord as they become due equal to the amount of such tax or fee provided however that if any such credit exceeds the amount of lease payment obligations reasonably estimated to be owed by Tenant during the remaining Term Landlord shall reimburse Tenant for such excess amount In such year with the final amount of such credit to be determined on

Nothing contained la this Section 25 shall preclude Landlord from identifying or using depictions descriptions or photographs of the Baseball Stadium or identifying without elaboration that the Team plays its home games in the Baseball Stadium in connection with the description of Landlords role as landlord of the Baseball Stadium in proposals for additional business of similar nature reports filed with governmental agencies or in reports required by law which require disclosure of such information and similar activities which do not include or constitute promotion or advertising of any kind or nature or imply any endorsement by Tenant Disney or any of their respective Affiliates or the existence of any agency or joint venture relationship Nothing herein contained shall be construed to grant to Landlord the right to the use of TeamDisney Properties other than incidental uses pursuant to the limited right herein granted Tenant shall cause the Team and use its reasonable efforts to cause the individual players on the Team to cooperate with Landlord at no cost or expense to Tenant the Team or individual players onthe Team in promoting public and community causes and events
26 Assignability
a Assignment vdth Consent Except as expressly permitted in this Lease there shall be no assignment of this Lease in whole or in part by any party without the other partys prior consent which consent shall not be unreasonably withheld delayed or conditioned
b No Consent Required for Team Assignment Notwithstanding the foregoing Landlords consent to assign this Lease shall not be required in the event that Tenant i sells or transfers its professional baseball franchise and the American League and Major League Baseball shall have approved such sale or transfer or ii transfers this Lease to an Affiliate of Tenant or to Disney provided however that no such transfer to an Affiliate of Tenant oF to Disney shall impair or violate the terms of the Base Rental Bonds or act to release Tenant of any obligation to pay money under this Lease c Landlord Permitted Assignment Notvdthstanding the foregoing Tenans consent to assignthis Lease shall not be required in connection with l any assignment to Agency or Issuer or the trustee under the Indenture provided however that no such assignment shall impair violate the terms of the Base Rental Bonds or act to release Landlord of any obligation under this Lease or otherwise prejudice Tenant ii any transfer of all or a portion of the development rights to the Sportstown Site including without limitation the right to construct a parking structure as provided in Section 8b or any transfer sale NBI253394V22 59 05I 496
27 conveyance or lease of the Sportstown Site In thc event of any transfer sale conveyance or lease of the Sportstown Site Landlords only obligation thereafter with respect to Sportstown shall be to cause the covenants conditions and restrictions set forth in Section 8a to be recorded for the benefit of the Premises and cause the obligations of Landlord relating to Sportstown set forth in this Lease such as the provisions relating to fast food as sot forth in Section 8c and the Sportstown parking provisions set forth in Sections 8b and 16b through e to be specifically assigned to and assumed by the trausferee and any subsequent owners of thc Sportstown Site d Prohibited Assignment Any assignment in violation of this Lease shall be void ab initio
Representations and Warranties of Landlord Landlord hereby makes the following representations warranties and covenants to and for the benefit of Tenant as of the date of the execution of this Lease by Landlord which representations warranties and covenants shall survive the execution of this Lease a Landlord is a municipal corporation and charter city organized and existing under the Constitution and laws of the State of California b Sublect to the Existing Debt and when issued the Base Rental Bonds Landlord has good and marketable title to the Premises and has full power and authority to execute this Lease to consummate the transactions provided for herein and to perform its obligations hereunder in a full and timely manner in accordance with the provisions hereof Except for the consent of Landlord that will be signified by Landlords execution of this Lease and except as set forth in the Existing Operating Agreements set forth on Exhibit L no consent of any other person or entity and no license permit approval or authorization of exemption by notice or report to or registration filing or declaration with any governmental authority is required by Landlord in connection with this Lease or the performance of Landlords obligations hereunder Landlord is not a party to any contract or agreement which would prohibit limit or otherwise affect the power of Landlord to perform all of the terms and provisions or this Lease to be performed by Landlord and Landlord is not party to any contract or agreement which would materially prohibit limit or otherwise adversely affect such performance
c The execution and delivery of this Lease and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Landlord This Lease constitutes a valid legal and NBI253394N22 60 051436
28 binding obligation of Landlord enforceable according to its terms subject to bankruptcy laws and equitable principles
d The execution and delivery of this Lease and the consummaLion of the transactions contemplated hereby will not conflict with result In a breach of or default or loss of any benefit under any material agreement instrument or obligation to which Landlord is bound which would have an adverse effect on Tenants rights and benefits pursuant to this Lease or give any other party thereto the right to terminate or modify any term hereof e Except as otherwise disclosed in witing to Tenant by counsel for Landlord there are no orders ludgments or decrees outstanding or any claim action suit or legal administrative arbitration or other proceeding or governmental investigation pending or to the best of Landlords knowledge threatened against or affecting Landlord or which would prevent the consummation of the transactions contemplated by this Lease or which are likely to materially impair Landlords ability to perform its obligations under this Lease Except as set forth on Exhibits J and L attached hereto Landlord has not entered into any advertising promotional marketing supply rental use or other aeements with any third parties prior to thc date of this Lease which will be effective on or after the Commencement Date there are no defaults under any of the agreements set forth on Exfilblts d and L and a full and complete copy of all such agreemeats has been provided to Tenant and No agreement document or instrument to which Landlord is a signatory or is hound limits or restricts the rights powers privileges or benefits expressly granted to Tenant under this Lease
Representations Warranties and Covenants of Tenant Tenant hereby makes the following representations warranties and covenants to and for the benefit of Landlord as of the date of this Lease which representations and warranties shall survive the execution of this Lease
a Tenant is a duly oganized and validly existing limited partnership in good standing under the laws of the State of California and has made all required filings to effect and maintain such status
b Tenant has full power and authority to execute this Lease to consummate the transactions provided for herein and to perform its obligations hereunder in a full and timely manner in accordance with the provisions hereof No consent of any other person or entity and no license permit approval or authorization of exemption by notice or report to or registration filing or declaration with NB 1253394V22 61 05 490
c
d
e
f
g
h
i
i
any governmental authority is required by Tenant in connection with this Lease or the performance of Tenants obligations hereunder No provision of the partnership agreement of Tenant in any way prohibits limits or otherxise affects the right or power of Tenant to perform all of the terms and provisions of this Lease and Tenant is not a party to any contract or agreement which would prohibit limit or otherwise affect such performance The execution and delivery of this Lease and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Tenant This Lease constitutes a valid legal and binding obligation of Tenant enforceable according to its terms subject to bankruptcy laws and equitable principles
The execution and delivery of this Lease and the consummation of the transactions contemplated hereby will not conflict with result in a breach of or default or loss of any benefit under any provision of Tenants partnership agreement or any material agreement instrument or obligation to which Tenant is bound which would have an adverse effect on Landlords rights and benefits pursuant to this Lease or give any other party thereto the right to terminate or modify any term thereof
There are no orders judgments or decrees outstanding or any claim action suit or legal administrative arbitration or other proceeding or governmental investigation pending or to the best of Tenants knowledge threatened against or affecting Tenant or which would prevent the consummation of the transactions contemplated by this Lease or which are likely to materially impair Tenants ability to perform its obligations under this Lease Tenant covenants that it shall not cause any Hazardous Substances to be generated produced brought upon used stored treated or disposed of in or about the Baseball Stadium or the Parking Area except as permitted by law The Team holds and will at ail times during the Term hold a valid franchise from the American League of Major League Baseball
Tenant is the owner of the Team and the sole generhl partner of Tenant is Disney Baseball
Disney Baseball is a corporation duly formed and validly existing under the law of the State of California
Tenant shall at all times during the Term maintain the Baseball Stadium free from all liens and encumbrances created consented to or caused by the acm NB1253394V22 62 01496
29 30
of Tenant and not specifically consented to by Landlord Tenant shall not pledge encumber or hypothecate any right or interest under this Lease for any purpose including without limitation in connection with fiancing of the Stadium Renovations without the express consent of Landlord and k Golden West Baseball Co has assigned to and Tenant has assumed the agreements beween Landlord and Golden West Baseball Co set forth on Exhibit K attached hereto
Insurance Tenant shall arrange for and maintain during the Term the insurance policies set forth on Exhibit N
Casualty Condemnation
a Casualty In the event the Baseball Stadium or any part thereof Is damaged or destroyed by fire or other casualty to the extent of available insurance proceeds plus payment by Tenant of any deductible applicable thereto or if Tenant failed to carry the insurance required by this Lease and the damage was caused by a risk which would have been insured against or the carrier does not meet the standard required by this Lease and insurance proceeds are not made available for such purpose Tenant shall repair or rebuild the Baseball Stadium to its condition prior to such damage or destruction If no insurance covering such risk is required to be carried by this Lease or if carried but such insurance carrier excluding Tenant or Disney if Tenant self insures defaults in payment of such proceeds and the damage or destruction exceeds 20 of the replacement cost of the Baseball Stadium Tenant will either i repair or restore the Baseball Stadium at Tenants cost or ii terminate the Lease subject to Tenants continuing obligation to make or prepay any remaining unpaid Base Rental payments Landlord shall have thc right to prevent such termination if i Landlord gives Tenant written notice not less than thirty 30 days following receipt by Landlord of Tenants notice of termination of this Lease as provided in the preceding sentence setting forth Landlords election to repair and restore the Baseball Stadium at no cost or expense to Tenant 11 such notice identifies a reasonably assured source of funds for completionof such repairs and restoration and ill such repairs can be completed vdthout material interruption of the play of Teams home games in the Baseball Stadium
b Total Taking In the event of a Total Taking this Lease shall terminate as of the earlier of i the taking of possession by the condemning authority or ii the date of transfer of title to the condemning authority NB 1253394V22 63 o 4
c Partial Taking In the event of a Partial Taking to the extent of available condemnation proceeds Landlord shall restore the Baseball Stadium including if necessary the Parking Area and parking facilittes located thereon at the time of such Taking as near as possible to its condition immediately prior to the Taking To the extent Tenant shall desire to make any modifications to the Baseball Stadium beyond the scope of restoring the Baseball Stadium to its original condition the incremental cost of such modifications shall be paid by Tenant
d Allocation of Taking Proceeds Total Taking In the event of a Total Taking all proceeds thereof shall be applied i first to the payment of any then outstanding sums owing under the Base Rental Bonds ii next pari passu to reimbursement to Landlord of a sum equal to the unamortized portion of Landlords Twenty Million Dollar 20000000 contribution to payment of the Costs of the Stadium Renovations fully and equally amortized over thirty 30 years from October 1 1996 discounted at the the Rental Interest Rate and to reimbursement to Tenant of any prepaid Base Rent attributable to any period following the Taking iii next to reimbursement to Tenant of a sum equal to any Excess Construction Costs paid by Tenant and v any remaining balance to Landlord and Tenant in the manner and amount provided by law In respect to a Taking
e Allocation of Taking Proceeds Partial Taking In the event of a Partial Taking all proceeds thereof shall be applied i first to restoration of the Baseball Stadium and Parking Area ii next pari passu to reimbursement to Tenant of prepaid Base Rent and to reimbursement to Landlord of a sum equal to the unamortized portion of Landlords Twenty Million Dollar 20000000 contribution to payment of the Costs of the Stadium Renovations fully and equally amortized over thirty 30 years from October 1 1996 discounted at the Rental Interest Rate each apportioned on an equitable basis between the portion of the Premises andor appurtenant rights taken and the remaining portion of the Premises andor appurtenant rights and iii next parl passu to reimbursement Lo Landlord of a sum equal to he unamortized porti9n of Landlords Twenty Million Dollar 20000000 contribution to payment of the Costs of the Stadium Renovations fully and equally amortized over thirty 30 years from October 1 1996 discounted at the Rental Interest Rate and to reimbursement to Tenant of any prepaid Base Rent after adjustment for any savings paid to Tenant under Section 6d attributable to any period following the Taking in each case reduced by the amount paid to such party pursuant to the preceding clause iv next ko reimbursement to Tenant of a sum equal to any Excess Construction Costs paid by Tenant and vi any remaining balance to Landlord and Tenant in the manner and amount provided by law in respect to a Taking NB1253394V22 64 05 406
0 h
Waiver of Separate Awards Landlord and Tenant hereby waive any right to pursue claim or obtain separate awards In any such Taking provided however that if separate awards are made to Landlord and enant such proceeds shall be aggregated and paid as set forth in this Section 30d Alternate Facility If Tenant cannot or does not exercise the rights of termination afforded it under Sections 30a and b without any further consent by Landlord Tenant shall have the right to contract for and use an alternate facility until such time as the Baseball Sdium is rendered useable by Landlord and such use of an alternate facility by Tenant shall not in any manner prejudice whatever rights Tenant may have hereunder to terminate this Lease
Waiver of Termination Rights Except as provided herein n6 party hereto shall have the right to terminate this Lease as a result of a Taking or casualty and each party hereto waives all rights provided by statute to terminate this Lease in the event of casualW or condemnation All insurance policies of each of the parties hereto with respect to the Baseball Stadium shall contain a waiver of subrogation for the benefit of the parties hereto and their subsidiaries and Affiliates where appropriate which waivers shall be in form and content reasonably satisfactory to the parties
31 Events of Default Termination
a Default by Landlord Without preiudlce to any other right or remedy available to Tenant at law or in equity in respect of any event described below this Lease may be terminated by Tenant if
i Landlord shall fail to make any payments under this Lease when due and such payments shall remain unpaid for a period of thirty 30 days following receipt by Landlord of written notice thereof from Tenant unless such payment obligation is being contested In good faith ii Landlord shll fall to perform any material agreement term covenant or condition to be performed by Landlord pursuant to this Lease and such failure shall continue uncured for a period of thirty 30 days after receipt by Landlord of written notice thereof from Tenant or if such cure cannot reasonably be accomplished within such 30day period such party shall not in good faith have commenced such cure within such 30day period and shall not thereafter proceed diligently to completion or
NBI253394V22 05Yt 4Y96
iii any purported assignment or transfer of Landlords rights or obligations hereunder shall be made or deemed to be made that is in violation of this Lease or
iv Landlord shall
A have an order for relief entered with respect to it commence a voluntary Case under any applicable bankruptcy insolvency or other similar law now or hereafter in effect and such order or case is not stayed withdrawn or settled within ninety 90 days thereafter
B file for reorganization become insolvent or have a receiver or other officer having similar powers over it appointed for its affairs in any court of competent jurisdiction whether or not with its consent unless dismissed bonded or discharged within ninety 90 days thereafter or
c admit in writing its inability to pay its debts as such debts become due unless Landlord shall have made adequate
arrangements for its obligations to Tenant hereunder
Default by Tenant Without prejudice o any other right or remedy available to Landlord at law or in equity in respect of any event described below this Lease may be terminated by Landlord if
i Tenant shall fail to make any payments of Base Rent when due and such payments shall remain unpaid for a period of fifteen 15 days following receipt by Tenant of written notice thereof from Landlord unless such payment obligation is being contested in good faith provided however that no such contest shall delay Tenants obligation to pay Base Rent as necessary to avoid a default under the Base Rental Bonds
ii Tenant shall fail to make any other payments under this Lease when due and such payments shall remain unpaid for a period of thirty 30 days following receipt by Tenant of written notice thereof from Landlord unless such payment obligation is being contested in good faith
iii Tenant shall fail to perform any material agreement term covenant or condition to be performed by Tenant pursuant to this Lease and such failure shall continue uncured for a period of thirty 30 days after NB1253394V22 56 051496
iv
v
receipt by Tenant of written notice thereof from Landlord or if such cure cannot reasonably be accomplished within such 30day period Tenant shall not In good faith have commenced such cure within such 30day period and shall not thereafter proceed diligently to completion
any purported assignment or transfer oTenants rights Or obligations hereunder shall be made or deemed to be made that is in violation of this Lease or
Tenant Disney Baseball or any parent of either of them shall A have an order for relief entered with respect to it commence a voluntary case or have aninvoluntary case filed against it under any applicable bankruptcy insolvency or other similar law now or hereafter in effect and such order or case is not stayed withdrawn or settled within ninety 90 days thereafter
B file for reorganization become insolvent or have a receiver or other officer having similar powers over it appointed for its affairs in any court of competent jurisdiction whether or not with its consent unless dismissed bonded or discharged within ninety 90 days thereafter or
c admit in writing Its inability to pay its debts as such debts become due unless Tenant shall have made adequate
arrangements for its obligations to Landlord hereunder
Special Remedies Upon Tenants Default In the event Landlord terminates the Lease pursuant to Section 31 b above Tenant shall pay or cause to be paid to Landlord at Landlords election either i a sum equal to the unamortized portion of Landlords Twenty Million Dollar 20000000 contribution to payment of the costs and expenses of the Stadium Renovations fully and equally amortized over thirty 30 years from October 1 1996 discounted at the Rental Interest Rate plus the net present value discounted at the Rental Interest Rate of the sum required to pay and discharge all sums owed net of debt service reserves and interest thereon under the Base Rental Bonds to their maturity date at the time of such termination or ii the unamortized portion of Landlords Twenty Million Dollar 20000000 contribution towards the Stadium Renovations fully and equally amortized over thirty 30 years from October 1 1996 discounted at the Rental Interest Rate as well the amount of regular installments of principal and interest owed net of debt service reserves and Interest thereon on the Base Rental NBI253394V22 67 0514t96
32 Bonds as they become due from the date of such termination through the maturity date of such bonds In addition Tenant shall be liable for damages as set forth In California Civil Code Section 19512
d Special Remedies Upon Landlords Default In the event of any failure of Landlord to provide the appurtenant parking in connection with the Premises as required by this Lease Landlord acknowledges and agrees that in addition to all other remedies at law or in equity Tenant shall have the right to injunctive relief and specific performance In the event of any default by Landlord resulting in termination of this Lease by Tenant without limiting the rights and remedies available to Tenant In connection with such default Landlord acknowledges and agrees that it will promptly pay to Tenant any prepaid Base Rent attributable to any period following the effective date of such termination subject to any offset to which Landlord may be entitled for any then existing default by Tenant
e Exercise of Right to Terminate In the event either Landlord or Tenant exercises its rights hereunder to terminate this Lease because of an event of default hereunder by the other party hereto and such other party disputes whether such event of default occurred the parties shall meet and confer in a good faith effort to resolve th9 dispute If the parties are unable to resolve the dispute either party may request an expedited hearing to adjudicate such dispute the other party shall fully support such request Force Majeure If the performance by any party under this Lease is delayed or prevented in whole or in part by acts of God fire floods storms explosions accidents epidemics war civil disorder strikes or other labor difficulties including a Major League Baseball or American League Players Association strike or any law rule regulation order or other action adopted or taken by any federal state or local governmental or quasigovernmental authority or any other cause not reasonably within such partys control such party shall be excused discharged and released of performance to the extent such performance or obligation is so delayed or prevented by such occurrence without liability of any kind If a force majeure event shall occur which prevents the Team from playing its home games in the Baseball Stadium Tenant shall be entitled toplay its home exhibition preseason regular season and playoff games in an alternate facility for such period of time as the Baseball Sadium shall remain unusable Nothing contained herein shall be construed as requiring any party to accede to any demands or to settle disputes with labor or labor unions suppliers or other parties that such party considers unreasonable The provisions of this Section 32 shall not relieve any party of any monetary obligation hereunder except to the extent the amount of such obligation cannot be determined because of a force majeure event
NBI253394V22
33 Access
a Books and Records Both Tenant and Landlord shall keep c6mplete true and accurate books of account records and contracts including sales revenues costs and expenses containing complete information as to the matters required to be Included in the statements to be furnished to Landlord and Tenant as the case may be under this Lease The books records and contracts required under this Lease to be kept shall not be destroyed for a period of seven 7 years following the expiratiou of the year for which such books of accounts records and contracts are kept and shall be kept in accordance with generally accepted accounting principles consistently applied
b Audit Rights At its option buL no more than twice eachyear either Landlord or Tenant may at any reasonable time during the Term upon no less than five 5 business days prior notice and for a period of three 3 full calendar years after the expiration or earlier termination of this Lease cause a complete audit during regular business hours of the others hooks and records relating to the Baseball Stadium for any of the immediately preceding years of the Term provided however that such audit by Landlord or Tenant shall not be conducted on more than txvo 2 occasions per year Landlord reserves the right to designate its own employee representatives or its contracted representative with a certified public accounting firm who shall have the right to audit Tenants and Disney Baseballs collectively the Auditee accounting procedures and internal controls of the Auditees financial systems relating to the subject matter of this Lease and to examine any cost revenue payment claim other records or supporting documentation resulting from any item of income or expense relating to the subject matter of this Lease Tenant shall have the right to audit Landlords and Agencys records relating to the property tax increment paid from the County of Orange to Landlord or Agency and the records of Landlord and Issuer relating to notices and other information received from the Trustee of the Base Rental Bonds with respect to the interest reserves and other matters affecting the rental due hereunder In addition each party shall have the right to audit the other partys computation of amounts claimed by a party to be due from the other party Auditee and Landlord agree to cooperate fully with any such audits Each party shall retain all documentation subject to audit at the Baseball Stadium or single other designated location within Los Angeles or Orange Counties and If Tenant retains such records in other than Orange County Tenant shall make such records available for audit pursuant to this Section 33b In Orange County upon request of Landlord The auditing party shall promptly advise the other party in writing of any exceptions taken as a result of such audit and provide the backup supporting documentation for NBI253394V22 69 o46
such exception If such written notice shall disclose a liability for amounts owing to the auditing party for a period audited in excess of the amount actually paid by the audited party for such period then the audited party shall pay to the audit lng party the amount of such liability within thirty 30 days of such written notice unless the audited party disputes such notice in good faith in which event the parties shall promptly meet and resolve the issue thereafter interest shall acrrue at the then prevailing prime rate of interest as published in the Wall Street Journal the Prime Rate plus two percent 2 to the date of actual payment If such audit discloses an underpayment by the audited party of more than three percent 3 of the total amount due for such audited period then the audited party shall pay in addition to the deficiency the auditing partys cost of audit plus interest on the deficiency at the Prime Rate from the date actually due until paid If such audit shall disclose an overpayment to the auditing party then the auditing party shall forthwith pay to the audited party the amount of such overpayment together with interest at the Prime Rate
c Stadium Site Landlord shall at all times have a right of access to the Stadium Site for any exercise o its police powers or to exercise any right or remedy provided in this Lease
d Survival of Covenants The provisions of this Section 33 shall surxOve termination of this Lease
34 Cooperation with Lenders Tenant and Landlord shall cooperate with any lender financing the Base Rental Bonds or any portion thereof and shall agree to reasonable amendments to this Lease to facilitate such financing so long as such amendments do not result in any material change to the detriment of Landlord in the substance of the terms and conditions of this Lease including Landlords financial obligations under this Lease Except for the Base Rental Bonds Tenant shall not be required to subordinate its interest in this Lease or the leasehold estate created hereby Landlord shall assign revenues payable to it under this Lease to third parties financing the costs relating to the Stadium Renovations as necessary to obtain financing for the Stadium Renovations Otherwise Landlord shall not have the right to hypothecate its interet In this Lease
35 Specific Performance Each party acknowledges that the obligations of the other party are with the exception of monetary or financial obligations or undertakings unique and if any party were to fail to observe or perform any of the provision of this Lease the award of damages arising from any such breach would not be an adequate remedy Therefore each party acknowledges and agrees that the other party shall be entitled to specific performance any other injunctive relief or any other court order to enforce the performance by such defaulting party of the covenants and NBI25339V22
obligations it has undertaken under this Lease and that no cure period provided For in this Lease shall be a condition to the right to obtain such specific performance other injunctive relief or any court order enforcing performance of this Lease 36 lndenmiflcation Obligations
a Tenants Indemnification Obligations Tenant shall indemnify defend and hold harmless Landlord and its agents officers directors employees and elected and appointed officials acting in their respective official capacities and not in any personal capacity collectively Landlord lndemnitees from and against any and all demands losses judgments damages suits claims actions liabilities and expenses including all reasonable attorneys fees and expenses in law or In equity of every kind and nature whatsoever which any Landlord lndemnitee may suffer or sustain or which may beasserted or instituted against any Landlord lndemnitee caused by except to the extent caused by the negligent acls or willful misconduct of any Landlord Indemnitee i injury to or death of any person including spectators players and other Landlord employees and Tenant employees or damage to or destruction of property caused by Tenants use or occupancy of the Baseball Stadium or the Parking Area or any portion thereof including any act of patrons or invitees of Tenant ii the breach by Tenant of any of its warranties or representations made in this Lease iii Tenants misrepresentation breach of warranty or breach of covenant iv any negligent acts or omissions or Intentional misconduct of Tenant v any discretionary act oF Tenant in operating the Baseball Stadium and Parking Area vi the renovation construction process including the design methods material or means of construction of any renovation work carried out at the Baseball Stadium by or under the direction of Tenant or vii any violation of law by Tenant If any action or other legal proceeding shall be brought against a Landlord lndemnitee by reason of any claim demand loss or cause of action indemnified pursuant to this Section 36a Tenant upon notice from Landlord shall resist and defend any such action or other legal proceeding with counsel approved by Landlord which approval shall not be unreasonably withheld delayed or conditioned Tenants obligations to indemnify Landlord under this Section 36a shall survive the expiration or earlier termination of this Lease
b Landlords Indemnification Obligations Landlord shall indemnify defend and hold harmless Tenant ils parent related and Affiliated companies and their respective shareholders agents officers directors and employees collectively Tenant Indemnitees from and against any and all demands losses judgments damages suits claims actions liabilities and expenses including all reasonable attorneys fees and expenses in law or in equity of N B 1253394V22 7 1 05I 496
every kind and nature whatsoever which any Tenant ndemnitee may suffer or sustain or which may be asserted or instituted against any Tenant lndemnitee caused by except to the extent caused by the negligent acts or willful misconduct of the any Tenant lndemnitee i injury to or death of any person including spectators players and other Tenant employees and Landlord employees or damage to or destruction of property caused by Landlords use management or occupancy of the Basebalt Stadium or the Parking Area or any portion thereof including conduct or management of its business in any portion of the Baseball Stadium or Parking Area ii the breach by Landlord of any of its warranties or representations made in this Lease provided however that if any payment obligation of Landlord under this Lease is determined to be invalid or unenforceable by a final decree of a court of competent urisdiction the damages of Tenant for a breach of representation and warranty respecting such payment obligation would be limited to the amount of such payment plus interest iii Landlords misrepresentation breach of warranty or breach of covenant or iv any negligent acts or omissions or intentional misconduct of Landlord If any action or other legal proceeding shall be brought against any Tenant Indemnitee by reason of any claim demand loss or cause of action indemnified pursuant to this Section 36b Landlord upon notice from Tenant shall resist and defend any such action or other legal proceeding with counsel approved by Tenant which approval shall not be unreasonably withheld delayed or conditioned Landlords obligations to indemnify Tenant Indemnities under this Section 36b shall survive the expiration or earlier termination of this Lease
37 Tenants Obligation to Surrender Upon the expiration or earlier termination of this Lease Tenant shall peaceably surrender the Baseball Stadium and Parking Area in good condition and repair in the functional equivalent of its condition upon the completion of the Stadium Renovations subject to subsequent alterations additions and replacements as permitted by this Lease At the time of such surrender Tenant shall deliver to Landlord all keys for the Baseball Stadium which may be In Tenants possession at the place then fixed for the receipt of notices by Landlord At such time Tenant shall also notify Landlord in writing of all combinations to locks safes and vaults if any which do not constitute personal property of Tenant that will be removed by Tenant by the time of such surrender Tenants obligations to observe and perform the covenants set forth In this Sectiotl 37 shall survive the expiration or earlier termination of this Lease 38 Tenants Property Upon the expiration or earlier termination of this Lease Tenant shall immediately remove all property owned by Tenant and which Tenant is permitted to remove from the Baseball Stadium under the provisions of this Lease and restore and repair the Baseball Stadium for any damage arising therefrom If NBI253394V22
Tenant fails to remove such property by the time it has surrendered the Baseball Stadium to Landlord Landlord may exercise any rights or remedies offered by law with respect to such property Tenant shall have a period of ninSty 90 days following expiration or earlier termination of this Lease within which to remove any and all TeamDisney Properties located or installed on the Baseball Stadium or the Stadium Site provided however that such removal shall be accomplished without unreasonably interfering with Landlords use and occupancy of the Premises Except as provided in this Section 38 all improvements additions repairs upgrades and renovations of the Premises shall become the property of Landlord upon the expiration or earlier termination of this Lease
39 Estoppel Certificates
a Tenants Execution of Estoppel Certificate Within fortyfive 45 days after Tenants receipt of a written request from Landlord but no more than once In any twelve 12 month period Tenant shall execute and deliver to Landlord a written statement a confirming the commencement and expiration dates of the Term b certifying that Tenant is in occupancy of the Baseball Stadium and that this Lease is in full force and effect and has not been modified assigned supplemented or amended except by such writings as shall be stated c certifying that except as otherwise specified in the statement all conditions and agreements to be satisfied or performed by each of the parties under this Lease have been satisfied and performed and d certifying that to the best of Tenants knowledge except as otherwise specified in the statement no party is in default under this Lease and that there are no defenses setoffs recoupments or counterclaims against the enforcement of this Lease by any party hereto collectively the Tenant Estoppel Certificate The delivery of the Tenant Estoppel Certificate by Tenant shall not preclude Tenant from exercising any rights and requiring any payments following an audit conducted pursuant to Section 33b b Landlords Execution of Estoppel Certificate Within fortyfive 45 days after Landlords receipt of a written request of Tenant but no more than once fu any twelve 12 month period Landlord shall execute and deliver to Tenant awritten statement a confirming the commencement and expiration dates of the Term b certifying that Tenant is in occupancy of the Baseball Stadium and that this Lease is in full force and effect and has not been modified assigned supplemented or amended except by such writings as shall be stated c certifying that except as otherwise specified in the statement all conditions and agreements to be satisfied or performed by each of the parties under this Lease have been satisfied and performed and d certifying that to the best of Landlords knowledge except as otherwise specified In the statement no party is in default under this Lease and that there are no NBI253394V22 5 O14Ali
40 defenses setoffs recoupments or counterclaims against te enforcement of this Lease by any party hereto collectively the Landlord Estoppel Certificate The delivery of the Landlord Estoppel Certifical by Landlord shall not preclude Landlord from exercising any rights and requiring any payments following an audit conducted pursuant to Section 33b Waiver of Personal Liability All obligations and liabilities on the part of each of Landlord and Tenant are solely corporate or partnership liabilities respectively and each party hereby releases each and every officer agent shareholder director member or employee of the other party or with respect to Tenant its constituent partners of and from any personal or individual liability under this Lease Under no circumstances shall any officer agent shareholder director member employee or elected or appointed official of either party or with respect to Tenant its constituent partners be individually or personally liable for anything whatsoever under this Lease or for any act or failure to act by Landlord or Tenant whether under this Lease or otherwise
41 Miscellaneous
a Year For purposes of this Lease unless otherwise expressly provided in this Lease references to a year or to an annual period shall mean the calendar year
Time Is of the Essence Time is of the essence with respect to the performance of the covenants and agreements contained in this Lease c No Agency or Joint Venture Relationship Nothing contained herein shall be deemed or construed to create or imply the existence of any agency or joint venture relationship between the parties
d Regular Meetings Representatives from Tenant and Landlord shall meet at least every other week during the course of the Season and every month during the offSeason in order to discuss any complaints or problems and make recommendations regarding the use of the Baseball Stadium by Tenant Quiet Enjollent If Tenant shall pay thc monies required to bc paid by it hereunder and shall perform all of thc covenants terms and conditions of this Lease to be performed by Tenant l Landlord will provide Tenant peaceable and quiet enjoyment of the Baseball Stadium and Parking Area during the Term and 11 Landlord shall provide Tenant with all the rights and privileges Tenant enjoys under this Lease
NB1253394V22
Governing Law This Lease is and shall be deemed to have been made in the State of California and the validity construction interpretation and enforcement of this Lease and the rights of the parties hereto shall be determined under governed by and construed in accordance with the laws of the State of California The parties agree that ali actions or proceedings arising in connection with this Lease shall be tried and litigated in the State and Federal Courts located in the County of Orange State of California unless such actions or proceedings are required to he brought in another court to obtain subject matter jurisdiction over the matter in controversy TENANT

AND LANDLORD EACH WAIVE ANY RIGHT EACH MAY HAVE TO ASSERT

THE DOGFRINE OF FOIIJM NON CONVENIENS OR TO OBJECT TO VENUE

TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH

THIS SECTION SERVICE OF PROCESS SUFFICIENT FOR PERSONAL

JURISDICTION IN ANY ACTION AGAINST ANY PARTY HERETO MAY BE

MADE BY ANY METHOD OF NOTICE EXCEPT FACSIMILE SPECIFIED IN SUBSECTION g FOLLOWING TO SUCH PARTYS ADRESS INDICATED

IN SAID SUBSECTION
Notices Any required or permitted notice or other communication shall be deemed given when received if i delivered personally to an officer of the party to be notified ii sent by facsimile transmission to the facsimile number set forth below or iii sent by overnight courier or United States certified mail postage or charges prepaid return receipt requested to the address set forth below
If to Landlordi City of Anaheim
200 South Anaheim Boulevard
Anaheim California 92805
Fax 714 2544105
Attention City Manager
and to City of Anaheim
200 South Anaheim Boulevard
Anaheim California 92805
Fax 714 2545123
Attention City Attorney
McDermott Will Emery
1301 Dove Street Suite 500
Newport Beach California 92660
Fax 714 8519348
Attention Jill M Draffin
NB1253394N22 75 05J1496
If to Tenant Disney Baseball Enterprises Inc
2695 Katella Avenue
Anaheim California 928036177
Fax 714 7042756
Attention Tony Tavares
President
and to The Wait Disney Company
500 South Buena Vista Street
Burbank California 915210966
Fax 818 9729159
Attention General Counsel
with copy to OMelveny Myers
610 Newport Center Drive
Suite 1700
Newport Beach California 926606429
Fax 714 6696994
Attention Lowell C Martindale Jr
h Entire Agreement Termination of Prior Agreements This Lease shall constitute the entire agreement of the parties hereto with respect to the subject matter hereof Upon the Commencement Date this Lease shall be deemed to amend restate and replace the Existing Agreement in its entirety with respect to operations and use of the Premises from and after the Commencement Date Execution of this Lease shall not constitute a release or exoneration of any party to the Existing Agreement or the Existing Operating Agreements as to facts and circumstances arising prior to the date o1 execution of this Lease Landlord acknowledges and agrees that Tenant shall be liable under the Existing Agreement only for facts and circumstances arising after the date of execution of this Lease Further upon execution of this Lease the MOU shall be deemed superseded and replaced in ils entirety by this Lease
No Accord and Satisfaction Payment by either party or receipt or acceptance by either party of any payment in an amount less than the amount required to be paid under this Lease shall not be deemed an accord and satisfaction or a waiver of the right to receive and recover the full amount due and payable under this Lease notvithstanding any statement to the contrary on any check or payment or on any letter accompanying such check or payment
NB125334V22
Costs Each of Landlord and Tenant will be solely responsible for and bear ail of their respective expenses including expenses of legal counsel accountants and other advisors incurred at any time in connection with the preparation of this Lease or the transactions contemplated hereby k NonWaiver The failure of any parry at any time to enforce a provision of this Lease shall in no way constitute a waiver of the provision nor in any way affect the validity of this Lease or any part hereof or the right of such party thereafter to enforce each and every provision hereof
Modification of Lease The terms conditions and requirements of this Lease or any part hereof may be amended modified revised supplemented or deleted only by mutual agreement of the parties hereto expressed in writing and signed by the parties and subject to the rules and reguiations of the American Leagueand Major League Baseball
m Successors and Assigns This Lease shall be binding upon Landlord and Tenant and their respective successors and assigns and shall inure to the benefit of and be enforceable by each of Landlord and Tenant and their respective permitted successors and assigns
n Severabillty If any terms or provisions of this Lease shall be found to be void or contrary to law such term or provision shall but only to the extent necessary to bring this Lease within the requirements of law be deemed to be severable from the other terms and provisions hereof and the remainder of this Lease shall be given effect as if the parties had not intended the severed term herein proiged however that the parties may negotiate mutually acceptable adjustment of such severed terms of this Lease to restore the parties to the greatest extent possible to the respective positions intended on the date hereof
o Headings The headings of the sections and paragraphs of this Lease have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof p Consents The parties will cooperate with one another and proceed as promptly as is reasonably practicable to seek and obtain all necessary waivers consents and approvals from third parties and to endeavor to comply with all other legal or contractual requirements for or preconditions to the execution and consummation of this Lease
q Exhibits Schedules Sections All Exhibits and Schedules attached hereto are made a part hereof by this reference References to Sections NB1253894V22 77 05I 496
42 herein shall be deemed to be references to the numbered Sections of this Lease Whenever in this Lease reference is made to a Section such reference shall be deemed to be a reference to ail of such Section including is subsections
r Short Form Upon the request of any party hereto the parties hereto shall execute and thereafter record in the Official Records of Orange County California a short form lease giving notice of the existence of this Lease and the Term In the event this Lease expires or is terminated in accordance with its terms or by operation of law upon the request of Landlord Tenant will promptly cause to be executed in form suitable for recording a memorandum acknowledging the expiration or termination of this Lease s Late Payments Except as provided in Section 33b any overdue payment hereunder shall bear interest at the lesser of a the maximum rate allowed by law or b the Prime Rate plus two percent 2 from the date which is five 5 business days after the date such payment is due including any applicable grace period
t Nondiscrimination Each of thc parties covenants that it shall not cause or permit discrimination against or segregation of any person or group of persons on account of race color creed religion sex marital status ancestry national origin or physical handicap in the lease transfer use occupancy tenure or enjoyment of the Baseball Stadium nor shall any party establish or permit any such practice or practices of discrimination or segregationwith reference to the selection location number use or occupancy of tenants lessees subtenants subicssees or vendees in the Baseball Stadium
u Consideration for Landlords Obligations The parties hereby recognize and agree that there are substantial benefits to the City of Anaheim and its inhabitants resulting from Tenant occupying the Baseball Stadium and causing the Team to play its home games therein and It is hereby agreed that Landlords obligations to make payments under this Lease in any year of the Term are contingent upon and in consideration of Tenants occupying the Baseball Stadium and the Team playing its home games therein Condition of Baseball Stadium Landlord has provided to Tenant a copy of the most recent survey of the structural condition of the Baseball Stadium in its possession Except as specifically set forth in this Lease Landlord makes no representation or warranty express or implied with respect to the condition of the Baseball Stadium Tenants ability to construct the Stadium Renovations he compliance of the Baseball Stadium with current building codes the Americans with NB1253394V2
Disabilities Act any other law relating to access to the facility by disabled persons or other applicable law the effects of vibrations or seismic activity on the existing improvements the remaining life of any system or component of the Baseball Stadium the manner of the original constrnction or construction of the prior Baseball StadiHm expansion the availability of any utility service not currently being provided to the Baseball Stadium the continued availability of any service not provided by Landlord or the nature of improvements to be carried out at any property other than the Stadium Site Tenant leases the Premises as is with all faults of any kind or nature existing on the Premises and except as provided in this Lease with respect to Hazardous Materials Landlord is not responsible for carrying out any work at the Stadium Site to cause the Baseball Stadium to meet any applicable standard or be suitable for the Stadium Renovations Tenant acknowledges that it has the opportunity to make such independent investigations as it deems necessary or appropriate concerning the existence of any Hazardous Materials at the Stadium Site the condition of the improvements at the Baseball Stadium and the physical condition of the Stadium Site
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IN WITNESS WHEREOF the parties hereto have executed and delivered this Lease as of the dates specified below by each partys signature but this Lease shall be deemed dated as of and effective as of the date first above written

TENANT THE CALIFORNIA ANGELS LP
a California limited partnership
By DISNEY BASEBALL ENTERPRISES INC
a California corporation
President

LANDLORD CITY OF ANAHEIM
a charter city and a municipal corporation
Mayor
ATFEST
By
Lconora Sohl
City Clerk

APPROVED AS TO FORM
Jack L White
City Attorney
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