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AMENDMENT NUMBER 5 TO LEASE BY AND BETWEENCITY OF JACKSONVILLE AND JACKSONVILLE JAGUARS, LTD.

This Amendment Number 5 to Lease (the "Amendment") is made this ~ a o f 2002(the "Effective Date"), between CITY OF JACKSONVILLE, a Florida municipal corporation andpolitical subdivision of the State ofFlorida, whose principal address is 117 West Duval Street, Suite 400,Jacksonville, Florida 32202, Attn: Mayor (the "City") and JACKSONVILLE JAGUARS, LTD., aFlorida limited partnership, whose principal address is One ALLTEL Stadium Place, Jacksonville,Florida 32202, and whose FEIN # is 59-3095655 ("JJL").

RECITALSWhereas, the City is the owner of that certain facility currently known as "ALLTEL Stadium,"

and the City leases ALLTEL Stadium to JJL for its operation of the Jacksonville Jaguars NFL footballteam, pursuant to the terms and conditions set forth in that certain lease, as amended from time to time,as more particularly described in Exhibit A (the "Lease");Whereas, the City has also entered into certain lease agreements for other uses of ALLTELStadium, including but not limited to, that certain Lease Agreement dated June 10, 1993, by and amongthe City, as landlord, and The University Athletic Association, Inc., a Florida non-profit corporation("Florida"), and University of Georgia Athletic Association, Inc., a Georgia non-profit corporation

("Georgia") (Florida and Georgia are collectively, the Lessees), for the Lessees' use of ALLTELStadium for the annual Georgia-Florida college football game pursuant to the terms and conditions ofthat agreement (the "Georgia-Florida Lease");Whereas, the City has negotiated that certain Lease Renewal, Extension and AmendmentAgreement to renew and amend the Georgia-Florida Lease (the "Amendment"), and in connection

therewith, the parties to the Amendment agree that as a condition precedent to each of Georgia's andFlorida's obligations under the Georgia-Florida Lease, the City must undertake certain renovations toALLTEL Stadium to construct a permanent platform at the south end zone to be completed no later thanthe 2003 Georgia-Florida game pursuant to the terms of the Amendment (the "Georgia-FloridaImprovements");

Whereas, because the Georgia-Florida Game is a longstanding tradition and generates significantrevenue benefiting the City's economy on an annual basis, and because the current system of scaffoldingused for additional temporary seating has become unsatisfactory for a number of reasons, the City agreedto pay for and finance the construction of such Georgia-Florida Improvements, the cost of which iscurrently estimated to be Seven Million Dollars ($7,000,000) (the "City Georgia-Florida Contribution");Whereas, the City Council of the City of Jacksonville (the "City Council") has already approvedthe appropriation for the City Georgia-Florida Contribution to facilitate the construction of the GeorgiaFlorida Improvements;Whereas, JJL desires and is currently planning certain upgrades and additional construction toALLTEL Stadium, including but not limited to, construction elements described in Exhibit B attachedhereto complementary with the Georgia-Florida Improvements which are also to be constructed, the cost

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of which is currently estimated to be Thirty-Three Million Dollars ($33,000,000) (the "JJLImprovements") and the Georgia-Florida Improvements and the JJL Improvements are referred tocollectively herein as the "Improvements";

Whereas, JJL anticipates that up to Twelve Million Nine Hundred Thousand Dollars($12,900,000) of the JJL Improvements costs are to be provided from revenues derived from SuperBowlXXXIX in 2005 and that JJL shall use good faith efforts to generate substantial revenues fromSuperBowl XXXIX in accordance with applicable NFL accounting and auditing policies;

Whereas, JJL agrees to fund Twenty-Eight Million One Hundred Thousand Dollars($28,100,000) of the JJL Improvements (the "JJL Contribution") and requests that the City fund FourMillion Nine Hundred Thousand Dollars ($4,900,000) (the "City Contribution") toward the JJLImprovements.

NOW, THEREFORE, in consideration of the mutual promises herein, and other good andvaluable consideration, the receipt and adequacy of which is hereby acknowledged by each party, theCity and JJL agree as follows:1. Recitals and Definitions, The above recitals are true and correct and are incorporated herein bythis reference. Capitalized terms not otherwise defined herein shall have the meaning as set forth in theLease.2. Lease Extension and Amendment. Effective on the Effective Date, City and JJL hereby agree thatthe term of the Lease (the "Existing Term"), which is scheduled in paragraph 3 ofthe Lease to be thirty (30)years from the Commencement Date according to conditions set forth therein, is hereby extended for aperiod oftime (the "Extension Term") commencing immediately upon the expiration of the Existing Termand ending five (5) years thereafter, such Extension Term to be upon and subject to all of the terms,provisions and conditions of the Lease as if such Extension Term were originally set forth within theExisting Term.3, Demised Premises. Except for such period as necessary for SuperBowl XXXIX, the Lease isamended to add the following to the definition of Demised Premises:

a. The JJL Improvements (as set forth in Exhibit B) shall be deemed to be part of the DemisedPremises for 365 days per year. The parties acknowledge that such use shall be subject toany obligations of the City to the NFL with respect to SuperBowl XXXIX and JJL shallcomply with the requirements of the NFL with respect thereto. The parties further agree thatupon completion of the Improvements, they will mutually designate a set of plans outliningthe final composition of Exhibit B. Notwithstanding the above, the parties agree that thecommon areas of the JJL Improvements shall be available to the City for the City's accessand use on the City's event days.

b. Section 1.S of the Lease is hereby amended to add the west side suites or super suite (whichare anticipated to be constructed in the existing Press Box area) (the "West Side Suites") andthe South End Zone Super Suite as defined on Exhibit B (together, the "New Suites") to thedefinition of Suites for all purposes. The parties acknowledge that such use shall be subject

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to any obligations of the City to the NFL with respect to SuperBowl XXXIX and JJL shallcomplywith the requirements of the NFL with respect thereto.4. Development of the Improvements. With respect to the Improvements, JJL shall be responsiblefor planning, design, architectural and engineering services, permitting and licensing, projectmanagement, expediting and administration, acquiring, insuring, constructing, renovating, testing andcompletion (including any required inspections and final approvals by jurisdictional governmentalagencies) (collectively, the "Development of the Improvements"). Furthermore, the Georgia-FloridaImprovements shall be completed and ready for occupancy on or before October I, 2003. TheImprovements shall be constructed at no cost to the City in excess of the sum of the City Contributionand the City Georgia-Florida Contribution; it being understood that the City's maximum contribution isthe City Contribution plus the City Georgia-Florida Contribution and that JJL shall be responsible forany cost overruns or additional expenses in connection with the Development of the Improvements. TheCity shall have the opportunity to review, comment, and provide its approval of the proposed JJLImprovements and of the Georgia-Florida Improvements before any construction commences (it beingunderstood that the JJL Improvements and the Georgia-Florida Improvements shall require the jointconsent of both parties, which consent shall not be unreasonably conditioned, withheld or delayed).Notwithstanding the foregoing, JJL and the City acknowledge that due to the schedule for completion, itis anticipated that construction of some elements will commence before final plans for all of theImprovements are completed. To this end, the City and JJL agree that each party will review, commentand provide its approval of plans on a partial basis. The City hereby waives the City Purchasing Code,except the Equal Business Opportunity Program, withrespect to the Improvements. Furthermore, for thepurposes of this Amendment, the definitions of "Renovation Project" and "Renovation Project Costs"shall have the meanings as set forth in Exhibit C and shall apply to the Improvements. In all otherrespects regarding the Lease, "Renovation Project" and "Renovation Project Costs" shall have themeanings set forth in the existing Lease. Also, nothing herein shall be deemed to obligate the City toconsent to any JJL Improvements that, in the reasonable opinion of the City, interfere with any otherexisting City obligations concerning ALLTEL Stadium, including, but not limited to, the Georgia-FloridaImprovements and the Georgia-Florida Lease, that certain lease between the City and The Gator BowlAssociation, or agreements relating to Super Bowl XXXIX.

JJL and the City agree that the parties may mutually agree to reduce the scope of the JJLImprovements by eliminating one or more of the major elements of the proposed construction from thatwhich has been presented by JJL to the City, and that if such elirnination(s) result in savings from thetotal cost of Development of the Improvements that would otherwise have been incurred (the "Savings"),then the City Contribution and JJL Contribution shall be reduced. The reduction for the City shall be theproportion of the Savings that $4.9 Million bears to $33 Million and the reduction for JJL shall be theproportion of the Savings that $28.1 Million bears to $33 Million.5. Financing of Improvements. Subject to approval by the City Council, which approval shall be anexpress condition of the obligations of JJL and the City under this Agreement, the City agrees to issuebonds or otherwise finance the JJL Contribution. Such financing shall be completed within sixty (60)days of City Council approval of the Development of the Improvements and the financing transaction.JJL shall repay the JJL Contribution by making payments of Supplemental Rent each year over a termending on the termination of the Extension Period in an amount equal to the City's annual debt servicerelating to the financing of the JJL Contribution, which Supplemental Rent shall include the principal,interest and direct issuance costs associated with the City's financing of the JJL Contribution asgenerally outlined in Section 4.B. and Section 33 of the Lease. The following conditions shall also apply

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to the JJL Contribution under this Amendment: (a) net profits not to exceed $12,900,000 from the 6.000Super Bowl XXXIX tickets provided by the NFL to JJL (the "Super Bowl Revenue") shall be applied nolater than June 30, 2005 to the total cost of the Development of the Improvements and shall reduce theJJL Contribution (the "JJL Payment"); (b) for so long as permitted by the financing and applicable laws,the interest on the JJL Contribution from time to time shall accrue and be capitalized into the total cost ofthe Development of the Improvements; and (c) except as set forth in section (a) herein, JJL shallcommence making payments of Supplemental Rent October I, 2005. In connection with the JJLPayment, JJL agrees to provide City with a copy of the profit reconciliation that it certifies to the NFL onthe 6,000 Super Bowl XXXIX tickets no later than June 30, 2005. In connection with such financing, theCity and JJL shall prepare a schedule for the Supplemental Rent for JJL's payment of the JJLContribution (net of the amount repaid under (a) above), and the parties agree that Exhibit D (as definedhereafter) shall be amended to include such Supplemental Rent, and attached to this Amendment.Nothing herein shall amend or delete JJL's continuing obligations set forth in section 4.C. of the Lease.

The parties shall enter into such agreements as required for such financing and for theconstruction of the Improvements. For the purposes of this Amendment, the provisions set forth inExhibit C shall apply to the construction of the Improvements. Furthermore, such agreements shallinclude, but not be limited to the following terms:a. If the total cost of the Development of the Improvements is less than the sum of the JJLContribution, the Super Bowl Revenue, the City Contribution, and the City Georgia-FloridaContribution, then the amount of the City Contribution and the City Georgia-FloridaContribution shall remain unchanged. However, if the total cost of the Development of theImprovements exceeds the sum of the JJL Contribution, the Super Bowl Revenue, the CityContribution, and the City Georgia-Florida Contribution, then JJL shall be responsible for suchexcess cost. In the event any Super Bowl Revenue is available when any such excess cost for theDevelopment of the Improvements arises, JJL may apply such revenue to finance the excess costof the Development of the Improvements. If the Super Bowl Revenue is not available or is notsufficient to pay the excess, such excess cost shall be financed by the City as set forth in thisSection 5 and JJL shall be responsible for direct issuance costs or third party financing costs.b. The City shall cause the disbursement of funds based upon approved construction drawsfor the Improvements.

6. Rental. The Rental schedule currently in effect and due under the Lease is set forth in Exhibit Dattached hereto. As set forth in paragraph 5 above, the City and JJL shall amend Exhibit D to alsoinclude a separate column for Supplemental Rent due under this Amendment, and such amended ExhibitD shall be attached hereto. Once completed by the parties, Exhibit D shall supercede and replace ExhibitI labeled "City of Jacksonville Analysis of Stadium Rental Due from the Jacksonville Jaguars Over thePeriod of the Stadium Lease" set forth in that certain Amendment Number 4 to Lease dated on or aboutJune II, 1997, by and between the parties. The parties agree that (a) the existing Supplemental Rentprovided on such Exhibit I shall end in 2025 as provided on that Exhibit I, notwithstanding thisAmendment, and (b) the Base Rent in the Extension Term shall be the same as the Base Rent in the lastyear of the Existing Term.7. JJL Improvements. The JJL Improvements are generally described in Exhibit B.

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a. The City releases the New Suites to JJL for the Georgia-Florida game, for The GatorBowl Association's bowl game, and for all other City events, in the same manner Suites arecurrently released to JJL under the Lease; provided, however, nothing herein shall be deemed togrant to JJL any ticket revenues in connection therewith. Any person licensed by JJL to occupysuch areas during any non-JJL event shall be required to possess a ticket to such non-JJL event.JJL shall have the right to offer tickets to such events for all seats in such areas.b. Notwithstanding anything to the contrary in the Lease or this Amendment, the Cityfurther releases to JJL the right to sell food, beverages, programs, and other concession productsand public event merchandise (the "JJL Improvements Concessions") within the JJLImprovements and the New Suites (the "Concession Rights") for 365 days a year; .subject,however, to the following exclusions: (a) any and all existing rights of Volume ServicesAmerica, Inc. as set forth in that certain Agreement for Concession Services at ALLTEL Stadiumdated on or about August 28, 1998; (b) "program rights" as set forth in the Georgia-FloridaLease; (c) any and all existing rights of The Gator Bowl Association pursuant to that certainAmended and Restated Lease dated October 26, 1994, as amended by that certain FirstAmendment to Amended and Restated Lease dated March 14,2002 (subparagraphs (a), (b), and(c) are collectively, the "Pre-Existing Concession Rights") and (d) the City's right, on its eventdays, to the South End Zone Sports Bar and common areas of the JJL Improvements. Inconnection with the City's release to JJL of the Concession Rights: (a) JJL shall manage andoperate at no expense to the City such Concessions and JJL shall receive all revenues net of JJLexpenses; and (b) JJL shall indemnify, hold harmless and defend the City from any and allclaims, actions, losses, and damages arising from the Pre-Existing Concession Rights.c. The Parties acknowledge that the rights granted pursuant to this Section 7 shall besubject to any obligations of the City to the NFL with respect to Super Bowl XXXIX and JJLshall comply with the requirements of the NFLwith respect thereto.

8. City Use of JJL Improvements. Notwithstanding anything to the contrary herein, the Cityreserves to itself, and JJL hereby grants to the City, at no cost to the City, twenty-five (25) reserved, fixedseats in the South End Zone Super Suite of the JJL Improvements as set forth on Exhibit B for all JJLevents (the "Reserved Tickets"), and such Reserved Tickets shall also include full access to and use ofthe JJL Improvements during such JJL events. For all other events at the Stadium, the City shall have theopportunity to purchase the Reserved Tickets seats at the same terms and conditions (including, but notlimited to, price and timing) as will be offered to all other ticket-holders in the South End Zone SuperSuite.9. Naming Rights. In consideration of the JJL Contribution, Section 9 of the Lease is amended toprovide that the City quitclaims and releases to JJL, without any representation or warranty, any and allright the City may have to income, payments, and revenue arising from any naming rights pertaining onlyto the JJL Improvements. In consideration of the City's release of naming rights for the JJLImprovements herein: (a) JJL agrees that the city's release is subject to that certain Stadium NamingAgreement among JJL, the City and ALLTEL Corporation dated June 23, 1997, and any amendmentsand extensions thereto (the "ALLTEL Naming Agreement"); and (b) JJL shall indemnify, hold harmlessand defend the City from any and all claims, actions, losses, and damages relating to the ALLTELNaming Agreement relating to the City's release of naming rights to JJL for the JJL Improvements. TheCity and. JJL agree to execute such further agreements as may be necessary to memorialize the release ofnaming rights to JJL for the JJL Improvements as may be required by ALLTEL Corporation (or anysubsequent naming rights holder of the presently-existing Stadium), and any third party to which JJL

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provides naming rights for the JJL Improvements. JJL further agrees that any name to be affixed to (ordenoted in any manner) the JJL Improvements is subject to prior approval by City Council (which suchapproval shall not umeasonably be withheld). Nothing herein shall be deemed a waiver by the City ofany ordinance code relating to the Stadium, including, but not limited to, that certain signage ordinancecodified in Chapter 326, Ordinance Code (the "City Sign Ordinance"). Any third party namingagreement shall provide to the City such indemnification and insurance reasonably acceptable to the City.JJL and the City agree that the right of JJL to grant naming rights to the JJL Improvements shall besubject to any obligations of the City to the NFL with respect to Super Bowl XXXIX and JJL shallcomply with the requirements of the NFL with respect thereto.10. Ribbon Boards. The parties agree that JJL may replace the Stadium ribbon panels with electronicribbon boards or a similar system as part of the JJL Improvements or at a later time. If done at a latertime, such replacement will be at JJL cost and expense. Prior to any construction, JJL shall provide tothe City the plans and specifications for such system for the City's prior approval, which shall not beunreasonably withheld, conditioned or delayed. However, nothing herein shall be deemed a waiver ofthe City Sign Ordinance. JJL shall be entitled to the revenues from the use of such system and suchsystem shall be deemed part of the Demised Premises for the 365 day year and shall be operable by JJLat all times at its option. Notwithstanding the above, JJL agrees that any operation of the system duringSuper Bowl XXXIX shall be subject to the obligations of the City to the NFL in respect thereto and JJLshall comply with the requirements of the NFL.II. Sports Complex Trust Fund. Pursuant to City of Jacksonville Ordinance 2001-121O-E, the Cityhas established that certain Sports Complex Trust Fund (the "Fund") in Section 110.369, Ordinance Code(the "Ordinance"). JJL and the City hereby agree that revenues in connection with the Lease shall nolonger be restricted for utilization solely on ALLTEL Stadium, excepting from this Amendment thosesources of revenue identified in the Ordinance that pursuant to law must be utilized solely on ALLTELStadium (including, but not limited to, the two cent tourist development tax authorized by Chapter 125,Florida Statutes, and the State shared sales tax rebate). This provision shall be applicable only duringsuch periods as all other facilities currently described in such Ordinance are likewise contributing all ofthe revenues designated in that Ordinance to such Fund.12. Practice Area and Parking Facilities. The City may relocate existing Practice Areas to theWolfson Park area during the term of the Lease. In the event such relocation occurs, then the Lease(including Exhibit B, Section B.1. of the Lease) is amended to provide that the City's obligation toprovide the Parking Facility shall be reduced from 7,000 unstacked parking spaces to the number ofunstacked parking spaces that can be accommodated as a result of such relocation, not to be less than6,700 unstacked parking spaces. Furthermore, during construction of the Improvements, the City'sobligation to provide parking shall be reduced as necessary for the City to provide construction laydownareas required in the amended Section 33.G.(viii) attached as Exhibit C.13. Representatives. The City hereby appoints the Chief Administrative Officer ("City'sRepresentative") to act as the City's Representative in all matters covered by this Amendment. JJLhereby appoints the President of JJL's managing general partner ("JJL's Representative") to act as JJL'sRepresentative in all matters covered by this Amendment. All inquiries, requests, instructions,authorizations and other communications with respect to the matters covered by this Amendment will bemade to the City's Representative or JJL's Representative, as the case may be. Either party may changeits Representative under this Amendment at any time by giving prior written notice to the other party.

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Nothing'in this section shall be deemed to preclude the City Representative and the JJL Representativefrom including or delegating responsibility for matters set forth in this Amendment to financial, legal, orother advisors.14. Further Assurances. The parties agree to cooperate and deliver any further documents orperform any additional acts to accomplish the agreements set forth herein.IS. Miscellaneous. JJL and City, and the person(s) signing this Amendment on each party's behalfrepresent and warrant to the other party that JJL and the City each has full right and authority to executeand perform its obligations under the Lease as amended hereby, and that such person(s) are dulyauthorized to execute this Amendment on each party's behalf without further consent or approval byanyone. This Amendment is the entire agreement of the parties regarding modifications of the Leaseprovided herein, supersedes all prior agreements and understandings regarding such subject matter, maybe modified only by a writing executed by the party against whom the modification is sought to beenforced, and shall bind and benefit the parties and their respective heirs, legal representatives,successors and assigns. The Lease is ratified and confirmed in full force and effect in accordance withits terms, as amended hereby.

IN WITNESS WHEREOF, the parties have executed this Amendment Number 5 to Lease as ofthe date set forth above.ATTEST: CITY OF JACKSONVILLE, a Floridamunicipal corporation

/ I /' / J ' ~ ' _ - '-'.By: LL/ptl/h ~ - / illW. McArthur, Jr. (/. _Corporation Secretary ." :-..\".". ~ ". ?Form Approved: , d\ _ 'J

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BY:fKuwU v JUL.-oJl ~ ~ : ~ ~ 'Office ofGeneral Counsel

BY:__~ - - = = - ~ ' L Z ~ . = - . _John &15elaney, Mayor.--

JACKSONVILLE JAGUARS, LTD., aFlorida limited partnership

ATTEST:By: TDJ Football, Ltd., a Florida limitedpartnership, its general partner

DAR Group Investments, Inc.,a Florida corporation, itsgenera artnerBy:

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In accordance with the Ordinance Code, of the City of Jacksonville, I do herebycertify that there is an unexpended, unencumbered, and unimpounded balance in theappropriation sufficient to cover the foregoing agreement; and that provision has beenmade for the payment of monies provided therein to be paid.

ration and FinanceCity Contract Nu m b e r _ ' 7 " " , ~ " " S = . ? - - - - - , - _ ......ar'6""'/_

/ 'Form Approved'

Office 'General Counsel

G:\Gov't Operations\NEILLM\CONTRACT\!DirFin#2&Fonn Approval.wpd

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EXIDBITATHE LEASE

That certain Lease By and Between The City of Jacksonville, Florida and TouchdownJacksonville, Ltd. dated September 7, 1993; as amended by Amendment No. I to Lease By and BetweenCity of Jacksonville, Florida and Jacksonville Jaguars, Ltd., dated 1995; as further amended by thatcertain Amendment No. 2 to Lease By and Between City of Jacksonville, Florida and JacksonvilleJaguars, Ltd. Dated July 30, 1996; as further amended by that certain Amendment NO.3 to Lease By andBetween City of Jacksonville and Jacksonville Jaguars, Ltd. dated March 11, 1997; and as furtheramended by that certain Amendment Number 4 to Lease By and Between City of Jacksonville, Floridaand Jacksonville Jaguars, Ltd., dated June II, 1997 (collectively, the "Lease").

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EXHIBITBTHE JJL IMPROVEMENTS

JJL and the City aclmowledge that the detailed construction plans for the JJL Improvements and theproject schedule have not been prepared as of the date of execution of this Amendment. The partiesaclmowledge that the following are the elements to be included in the JJL Improvements. The JJLImprovements will include (i) improvements to the vertical and horizontal transportation and access inthe Stadium; (ii) improvements to the south end zone area of the Stadium (including the adjacent areasand plaza) which includes (A) an area in the south end zone to be developed as one or more suites and aclub area (the "South End Zone Super Suite"), a restaurant, a sports bar (the "South End Zone SportsBar"), an entertainment area or a combination of two or more of these or similar uses and (B)-a south endzone terrace level; (iii) construction of a new press box area in the north end zone; (iv) construction ofthe West Side Suites to be constructed and located in the current Press Box area; (v) areas in the southend zone that may be prepared for development by JJL in the future as such elements as a hall of fame,retail store or for similar dedicated uses; and (vi) other related improvements to the areas adjacent tothese improvements. JJL may in the future modify such elements included in the JJL Improvements,subject to the City's prior reasonable approval.

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EXHIBITCDEFINITIONS AND ADDITIONAL PROVISIONS

"Renovation Project" shall mean the renovation of the Stadium for the Development ofImprovements in accordance with the requirements of Amendment Number 5 to the Lease, and allactivities directly related thereto but specifically excluding (a) the activities of any "program manager"retained by the City to advise the City, (b) any activities related to the Area Improvements, (c) anyactivities related to the issuance of the Financial Instruments, (d) any activities or work described inExhibit B to be provided separately from the Improvements and (e) hazardous waste removal orcorrection (which costs shall be borne by the City).

"Renovation Project Costs" shall mean all costs and expenses of the Development of theImprovements incurred on behalf of the City by JJL as described in Amendment Number 5 to Lease,including all costs paid to any contractor or subcontractor for work done on the job per agreement withcontractor or subcontractor or as judicially determined or approved. Renovation Project Costs shall notinclude any costs of issuance of any Financial Instruments or any interest or other costs related theretoexcept to the extent the same are solely attributable to and included in the Supplement Rent provisions ofAmendment Number 5 to Lease. Renovation Project Costs shall be payable from legally available non-advalorem revenues of the City.The following provisions of shall apply to the construction of the Improvements:

JJL DEVELOPMENT OF IMPROVEMENTS.A. Construction Schedule. JJL shall cause the Development of the Improvements

described in Amendment Number 5 to Lease in accordance with the followingschedule:(i) The Georgia-Florida Improvements shall be completed and ready for occupancyno later than October I, 2003.(ii) The JJL Improvements shall be completed and ready for occupancy no later thanDecember 15, 2004.

Provided, however, in either event of (i) or (ii) above, in no event shall any activities caused by or inconnection with the Development of the Improvements cause any change, delay or impediment to theannual Florida-Georgia football game, or the Gator Bowl Classic football game, each of which shallrequire, among other things, (1) the minimum number of seats as required pursuant to each leaseagreement, (2) a playing surface which shall be in good condition and conform to NCAA specifications,and (3) similar levels of restroom and concession facilities as have been available to and used by it inrecent years immediately preceding commencement of construction.

Other than as set forth in Amendment Number 5 to Lease and accommodating the annualFlorida-Georgia football game and the Gator Bowl Classic, JJL shall not be required to make the JJLImprovements available for football games or other events or activities during the period from the

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commencement of the Development of Improvements through the substantial completion of the JJLImprovements.

As used herein, "substantially completed" shall mean that the Georgia-FloridaImprovements, and the JJL Improvements each are fully accessible and available for the presentation ofNFL games to the reasonable satisfaction of the NFL (and with respect to the Georgia-FloridaImprovements, to the standards applicable to the NCAA), and that not less than ninety-five percent (95%)of all planned regular seats, club seats, Suites and concession, novelty, club and restroom facilities arefully useable.

B. Construction Standards. The design, development and construction of theImprovements shall comply with the standards previously set forth for the Stadium Plan and shall beconsistent with the plans and specifications developed pursuant to the terms of AInendment Number 5 toLease.C. Construction Plans. In addition to the provisions of Amendment Number 5 toLease, JJL shall provide to the City drafts of the plans to the Improvements and the project schedule notless frequently than consecutive thirty (30) day intervals from the date of commencement of preparation.

JJL agrees that the City shall have the right to review and approve the draft construction plans for thepurpose of assuring conformance with the above. In the event that the City believes that the draftconstruction plans as presented are not in conformance with the above, the City shall so notifY JJL, inwriting, within five (5) calendar days after the draft construction plans are delivered. In the event that theCity and JJL disagree concerning any portion of the construction plans, such dispute shall be settled inaccordance with subparagraph 34A of the Lease but JJL shall proceed with the construction plans and theImprovements. JJL agrees that, after the construction plans have been reviewed and approved by the Cityor otherwise established, the Improvements will be constructed and carried out in accordance with suchconstruction plans. Any subsequent change orders or modifications to the construction plans or anyagreement by JJL to accept any changes in the construction plans or any part thereof shall be subject tothe review and approval of the City to assure conformance with the above standard. The City shall notifYJJL in writing not more than five (5) calendar days after receipt of notice of any such change ormodification and all supporting documentation reasonably necessary for the City to reach a professionalconclusion concerning such change or modification and the effects thereof. In the event that the City andJJL disagree concerning any changes in the construction plans, such dispute shall be settled inaccordance with subparagraph 34A of the Lease but JJL shall nevertheless proceed with the changes inthe construction plans and the Improvements. The City agrees that, in all instances under this paragraph,it will not unreasonably withhold, delay or condition its review and approval.

D. JJL Construction ObligationlJJL Project Management. JJL shall have theexclusive and unconditional right to control the project site and to select and enter into contracts with anyand all contractors, subcontractors, suppliers, vendors, architects, engineers, construction managers,project managers, consultants and other entities or individuals with respect to the Improvements, subjectto the requirements ofAmendment Number 5 to Lease. The warranty obligation of JJL shall be to use itsbest efforts to obtain for the benefit of the City and JJL from all contractors and subcontractors standardcommercial warranties for all work performed by such contractor or subcontractor.

E.for JJL Improvements.(i)

Liability for Improvements; City Limited Sole Remedy and Covenant not to SueJJL and the City hereby agree to the following:JJL and the City agree that should the making of the JJL Improvements bedelayed at any time for any cause, JJL shall have no liability to the City for

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delay. The City agrees that it shall not bring any action, in equity or at law,against JJL for any such delay related to the JJL Improvements. In the event acourt of competent jurisdiction shall, for any reason, determine that the waiver ofdamages for delay provision relating to the JJL Improvements against JJL isinvalid or inapplicable, the City agrees that the maximum liability of JJL for orin connection with any damages for delay shall be One Hundred Dollars($100.00).

(ii) In the event of a breach by JJL of its undertaking with respect to the completiondate of the Georgia-Florida Improvements set forth in Section 4 hereof, JJL andthe City agree that JJL's liability shall be limited as follows: JJL will beobligated to reimburse the City for claims that are asserted by Florida or Georgiafor lost ticket revenue (as set forth below) resulting from such breach. JJL'smaximum liability to the City in such circumstance shall be limited to theproduct obtained by multiplying (x) the average price for south end zoneadmission tickets sold for the 2003 Georgia-Florida football game times (y) thedifference between 83,201 and the actual number of seats available to be sold forthe 2003 Georgia-Florida football game. Any amounts paid by JJL to the Cityunder this section shall be added to the cost of the Development of theImprovements.

(iii) JJL shall require and obtain from its contractor(s) engaged to perform work onthe Improvements performance and payment bond(s) (or insurance or othersecurity), in an amount equal to one hundred percent (100%) of the amount ofthe contract(s) if reasonably available or otherwise in an amount that isreasonably available, for recovery of actual and liquidated damages, includingbut not limited to damages for delay, that may be claimed by JJL and the City.JJL, acting as Project Manager, shall include and require in any and all contractswith its contractors a requirement that the City is a specific intended beneficiaryof the contract. In addition, JJL shall require and obtain from contractor(s) andsubcontractor(s) engaged to perform work on the Improvements, insurance withthe same types of coverages, terms and conditions as provided in subparagraph13C of the Lease except that the limits of coverage may be adjusted and thetypes of coverage may be increased in accordance with the cost and nature of thework to be performed by the contractor(s) or subcontractor(s) in order to protectthe interests of JJL and the City, respectively.

(iv) Notwithstanding anything to the contrary herein, JJL shall have no liability to theCity for delay damages resulting from a Force Majeure event.F. City Funding of Improvements. The City's obligation to fund the Improvements

is set forth in Amendment Number 5 to Lease.G. Improvements - Certain City Cooperation. The City and JJL acknowledge thatthe timely completion of the Improvements requires adherence to the project schedule and accordingly theCity agrees that in order to facilitate the timely completion of the Improvements, the City will cooperatefully with JJL on the following (with the City's cooperation being at no third party cost to the City unlessotherwise indicated herein):(i) Construction Inspection. All inspections required by City ordinance or regulation

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(as related to the City's building inspection division), whether onsite or remote,shall be performed by inspectors selected by the City and said inspectors shall bepromptly available as required by the project schedule or the progress ofconstruction or as reasonably requested by JJL.(ii) Testing. All testing required by City ordinance or regulation or other relevant

jurisdiction, whether onsite or remote, shall be scheduled by JJL so as not tointerfere with the project schedule.(iii) Threshold Inspection. Inspections required by the Florida Threshold BuildingLaws, and all jurisdictional laws, shall be contracted for by JJL in accordancewith the project schedule and shall be paid for by each contractor.(iv) Permits. The City shall review, approve and issue all required City permits andapprovals forthwith so as to adhere to the project schedule or the progress ofconstruction. The City agrees to waive any permitting fees for City permits. TheCity shall use its best efforts to assist JJL in obtaining all permits and approvalsfrom other regulatory entities having jurisdiction. JJL shall be authorized to

apply for any and all permits and approvals on behalf of and in the name of theCity.(v) Utilities. The City shall assist JJL in obtaining utility connections, includingwithout limitation, water, sewer, stormwater, electrical, gas, cable TV andtelephone at the locations and in the capacities required by the Improvementsconstruction plans and in accordance with the requirements of the projectschedule or the progress of construction.(vi) Infrastructure Relocation. The City shall cooperate with JJL in the abandonment,relocation, and removal of all existing utilities, services, equipment, streets orother infrastructure as required by the construction plans in a timely manner andin accordance with the project schedule or the progress of construction.(vii) Sales Tax Exemption. The City will designate a City purchasing agent to theImprovements project to facilitate the purchase of project materials free from thepayment of sales tax.(viii) Staging and Laydown Areas and Site Access. The City shall provide suitablestaging and laydown areas on City-owned property in locations designated by theCity, as well as unobstructed access to such areas and the project site forconstruction equipment and personnel.

(ix) Project Interface Manager and Inspector Availabilitv. The City shall appoint anindividual to serve as the "project interface manager." In this capacity, suchindividual shall facilitate and coordinate performance by the City of itsresponsibilities under this Amendment. Such individual shall also be responsiblefor ensuring, on behalf of that City, that alternative inspectors or other similarentities are promptly appointed to replace any planned inspector or other entityupon written notification by JJL that such planned inspector or entity is notavailable (for any reason whatsoever) in accordance with the project schedule orthe progress of construction.

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(x) Comprehensive Plan and DR!. The City hereby represents and warrants that theDevelopment of Improvements complies with all applicable concurrency rulesand regulations and all provisions of any applicable DR! and that uponcompletion of the relevant construction plans, or portions thereof, there will beno Comprehensive Plan or DR! related impediment to the issuance by the Cityofany and all required permits and approvals.

(xi) City Access to Improvements Project Information. JJL will provide reasonableaccess to all Improvements project information, including but not limited tofinancial, technical and computer data.

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EXHIBITDCitv of Jacksonville Analysis of Stadium Rental Due From the Jacksonville Jaguars Overthe Period of the Stadium Lease

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