AGREElVIENT OF LEASE

between

CITY OF EASTLAKE
as Landlord

and
CASCIA, LLC, as Tenant.

Dated as of March 15, 2002

TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATION Section 1.1. Defmitions ARTICLE 2 DEMISE OF PREMISES; TERM Section 2.1. Demise of Premises ~ Section 2.2. Term ARTICLE 3 ACQUISITION AND CONSTRUCTION OF THE PROJECT Section 3.1. Agreement to Construct, Equip and Furnish the Project Section 3.2. Sources of Funds; Costs of the Project; Related Costs Section 3.3 Financing of the Ballpark. Section 3.5. Construction ofthe Ballpark. Section 3.4. Enforcement of Remedies against Contractors and Subcontractors and Against Manufacturers : Section 3.5. Establishment of Completion Date 'ARTICLE 4 RENT Section 4.1. Rent; Taxes \f C \1 Section 4.2. Admission Tax; Capital Replacement and Improvement Fund ARTICLE 5 UTlLIlTES : Section 5.1. Utility Charges : ARTICLE 6 USE OF PRE!vlISES BY TENANT Section 6.1. Baseball Games; Tenant Events Section 6.2. Membership in League and National Association; Maintenance of Player Development Contract; Level of Play Section 6.3. .Ticket Sales Section 6.4. Clubhouses and Press Box : Office, Team Storage Areas, Concessions Areas, Skyboxes, and Tenant Section 6.5. Souvenir Store Section 6.6. Parking Section 6.7. Prohibited Uses ~ .; , ARTICLE 7 USE OF PREWSES BY LANDLORD ; Section 7.1. Use of Premises by Landlord _ Section 7.2. Restrictions on Landlord Use During Tenant Season Section 7.3. Restriotions on Landlord Use During Off-Season ARTICLE 8 REVENUES Section 8.1. Naming Rights; Name ofBallpark Section 8.2. Broadcasting Section 8.3. Concessions Section 8.4. Advertising; Scoreboard; Video Board Section 8.5. Ticket Sales ARTICLE 9 EXPENSES RELATING TO LANDLORD EVENTS Section 9.1. Landlord Events ARTICLE 10 SUFFICIENT TENANT PERSONNEL. Section 10.1. Sufficient Tenant Personnel. ARTICLE 11 SECURITy 3 3 6 6 7 7 7 7 , 8 9 11 12 12 12 15 16 16 16 16 17 17 17 17 18 18 18 18 19 19 20 20 20 20 22 23 23 23 24 24 24

Section 11.1: Tenant Responsibility Section 11.2. Landlord Responsibility ARTICLE 12 REPAIRS AND MAINTENANCE Section 12.1. By Tenant Section 12.2. By Landlord ~ Section 12.3. Specific Item Section 12.4. Self-Help ARTICLE 13 ALTERATIONS AND CAPITAL IMPROVEMENTS Section 13.1. By Landlord Section 13.2. By Tenant Section 13.3. National Association Requirements : ARTICLE 14 FINANCIAL REPORTS AND RECORDS : Section 14.1. Periodic Reports Section 14.2. Maintenance of Books and Records Section 14.6. Survival. ARTICLE 15 INSlJRANCE Section 15.1. Insurance. : .Section 15.2. Landlord Events Section 15.3 Waiver of Subrogation ARTICLE 16 INDEl\1NIFICATION ; Section 16.1. Obligation to Indemnify Section 16.2. Tenant's Obligation to Defend Section 16.3. SurvivaL. Section 16.4. Notice to Tenant Section 16.5. Sovereign Immunity Section 16.6. Landlord's Compliance with Law ARTICLE 17 CASUALTY LOSS; CONDEMNATION Section 17.1. Casualty Loss Section 17.2. Rent Adjustment During Repair Period Section 17.3. Condemnation ARTICLE 18 EVENTS OF DEFAULT : Section 18.1.. By Tenant ~ Section i8.2. By Landlord Section 18.3. Termination of Lease in Event of Default by Tenant Section 18.4. Re-entry by Landlord on Termination Section 18.5. No Reinstatement of Term Section 18.6. Alternate Remedies of the Landlord Section 18.7. Alternate Remedies of Tenant Section 18.8. Rights and Remedies Are Cumulative Section 18.9. Landlord Protection for Tenant Bankruptcy Section 18.10. Mitigation of Damages ARTICLE 19 TRANSFER OF TENANT'S INTEREST Section 19.1. Tenant Right of Assignment Section 19.2. Prohibited Transfers ARTICLE 20 :MISCELLANEOUS Section 20.1. Nondiscrimination.,

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Section 20.2: Section 20.3. Section 20.4.

Compliance with Applicable Law Cooperative Efforts Amendment

Section 20.5.

Waiver

39 39 40 40

Section 20.6. Agency Section 20.7. No Third Party Beneficiaries Section 20.8. Encumbrances , Section 20.9. Public Address Announcements : Section 20.10. Fireworks Section 20.11. Cost of Compliance Section 20.12. Exercise of La ridlord's Rights Section 20.13. Landlord's Sale of Premises Section 20.14. Performance of Govemment Functions Section 20.15. Severability Section 20.16. Choice of Law : Section 20.17. Binding Effect.. Section 20.18. Notice Section 20.19. 'Headings Section 20.20. Entire Agreement Section 20.21., Controlling Document. Section 20.22. Arbitration Section 20.23. Force Majeure Section 20.24. Recording Section 20.25. Liquor License Section 20.26. Leasehold Improvements Section 20.27. Estoppel Certificates Section 20.28. Broker Section 20.29. Financing Contingency Section 20.30. Baseball Approval REJ\1EDIES Section 21.1. Default by the Tenant Section 21.2. Bankruptcy by Tenant Section 21.3. .: Indemnification by the Tenant : Section 21.4. Termination of Lease Section 21.5 Time is of the Essence Section 21.6 Delay Liquidated Damages Section 21.7. Other Default by the Landlord ARTICLE 22 PRESERVATION OF EXCLUSIVE VIEWING RIGHTS Section 22.1. Exclusive viewing rights Section 22.2. Adjacent properties

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40 40 41 41 41 .41 41 41 41 42 ,.42 42 43 43 43 43 44 44 44 45 45 45 45 45 46 46 46 46 46 46 47 47 .48 .48 48 48 48 48 52 53

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ARTICLE 23 TRANSFER OF FRANCmSE

TRANSFER OF FRAN'CmSE Section 23.1 Transfer of Franchise EXHIBIT A REAL PROPERTY DESCRIPTION EXHlBIT B FACILITY SPECIFICATIONS

ill

EXHIBIT C ASSIGNJ\.1ENTOF RESPONSIBILITIES

OF REP AIRnv1AINTENANCE OF

SPECIFIC ITEMS

54

iv

TIDS LEASE is made and entered into as of this 15th day of March, 2002, by .and between THE <CITY OF EASTLAKE, a municipal corporation of the State of Ohio, or its designee (hereiffter referred to as the "City" and the "Landlord") on the one hand, and .
I

CAS CIA, LLC'I an Ohio limited liability company (hereinafter, together with any successors in

interest, designees and/or assigns, referred to as the "Tenant") on the other hand.

WHE

described on Efibit

J
I

WITNESSETH:
-

lAS, Landlord' is the owner of that certain real property more particularly

A hereto (the "Real Property") which is located at the intersection of Vine .

Street and State Highway 91 in the City of Eastlake, Ohio; and

WHE~J AS, the Landlord intends to construct a certain baseball facility and related improvement:1he "Ballpark") and surface parking lots immediately adjacent to the Ballpark

(the "Parking" d together with the Ballpark, the "Facility") on the Real Property (the "Facility" and the "Real Property" are hereinafter referred to as the "Premises"); and .WBE~AS. Landlord also intends to construct on the Premises a parkand ride facility that will be dedicated to public transportation, together with necessary public access to the Premises; and I WHEJAS, by constructing the Facility, the Landlord desires to provide a source of public relaxatioh and entertainment for its residents by providing a forum for the playing of Professional BaFeball Games and public recreation and the presentation of other community entertainment a d public attractions; and WHERlFAS, for part of the use of the Facility and in partial satisfaction of those objectives, Lan1lord desires to obtain the commitment of Tenant to conduct its home games at the Facility in 0 der to provide those athletic exhibitions for the relaxation and entertainment of the people of the City, and to foster a healthful interest in sports among the young citizens of the City; and WHEREAS, the Facility will be located in the urban ren~wal area known as the Landlord's Vin~ Street Urban Revitalization Project Area (the "Plan Area"), and the Facility is consistent with the Landlord's Vine Street Urban Revitalization Plan; and

WHEREAS, the Council of the City of Eastlake has found and determined that the . Facility will (i) increase the available recreational opportunities of the residents of the City by providing an appropriate forum for the playing of Professional Baseball Games and presentation other community entertainment and events and public attractions and thereby enhance the health and general welfare of those residents, (ii) further the City's revitalization purposes by providing for and enabling the environmentally safe and productive development and use of publicly owned lands in the City by addressing property conditions and circumstances that preclude and inhibit environmentally sound and economic use or reuse of the Premises and (iii) further the City's goal of elimination of blight determined to exist in the Plan Area, and by constructing the Facility in the Plan Area, prevent the recurrence of conditions of blight therein; and

of

WHEREAS, in furtherance of its desire to provide a source of public relaxation and entertainment for its residents by providing a forum for the playing of Professional Baseball Games, Landlord desires to lease use of the Premises to the Tenant, and the Tenant desires to lease use of the Premises from the Landlord, at the times, subject to the conditions, and pursuant to the provisions set forth in this Lease, which times, conditions and provisions are (i) deemed by Landlord and Tenant to be only those necessary to permit Tenant to conduct the business of its Franchise on the Premises in a manner consistent with the Franchise's status as a first-class, minor league, Single A professional baseball franchise affiliated with the Major Leagues and (ii) deemed by Landlord to be consistent with the Landlord's public purposes for the Facility; and WHEREAS, the Tenant is the owner of the Columbus RedStixx, a minor league professional baseball franchise (the "Franchise"), which is affiliated with the Major Leagues and which is a Single A level of professional baseball; and WHEIlEAS, League club; and the Franchise includes a valid player development contract with a Major

WHEREAS, the Tenant, upon Substantial Completion of the Facility, desires to relocate the Franchise to the City; and WHEREAS, this Agreement has been negotiated at arm's length with a serious attention to the respective objectives of the parties, and represents an accommodation of those objectives on as favorable terms to Landlord as are generally available under similar arrangements, and Landlord anticipates benefits hereunder fully warranting the commitments of the City. NOW, THEREFORE, for and in consideration of the foregoing premises and the terms, conditions, covenants and undertakings contained in this Lease, the Landlord and the Tenant mutually agree as follows: "

ARTICLE 1

DEFINITIONS AND INTERPRETATION;

SCHEDULES

Section 1.1. Definitions. For all purposes of this Lease, the following terms shall have .the meanings specified in this Section. Architect" means the DLR Group architectural firm currently retained by Landlord for the Project and Facility.
It

"Ballpark" means the baseball facility and related improvements, other than Parking, described on the Plans and specifications. . "Broadcasting" means the broadcasting by commercial television, cable television, radio, internet orotherwise of any Professional Baseball Game. "Budget" means the total of Construction Cost and Soft Cost set forth in Schedule 3.2, alternatively described in the Construction Manager's Budget Control Report as Project Cost. "Capital Assets" means those assets associated with and included in the Project that have a useful life of greater than one year, regardless of which party has initially purchased those assets. "Completion Date" means the date on which completion of the construction, installation, furnishing and equipping of the Facility occurs, as evidenced by a Certificate of Substantial Completion prepared by the Architect in accordance with Section 3.6 hereof "Completion Deadline" means April 1,2003. "Complimentary Tickets" means a reasonable number of .complimentary tickets as required by the Professional Baseball Agreement and a reasonable number of other tickets to Professional Baseball Games and Tenant Events. "Concessions" ineans beer, wine coolers, alcoholic and nonalcoholic beverages, confections, peanuts, popcorn, ice cream, hot dogs, hamburgers, and all other food items; souvenirs; novelties; programs and publications; promotional materials; items bearing the Tenant's insignia, the insignia of other teams in the National Association or the Major Leagues, or any other merchandise relating to the Franchise or the Ballpark; and any other similar or incidental items customarily provided to patrons at baseball games in ballparks of the same type as the Ballpark; including, but not limited to, inflatable games and amusements for children. "Contractor" means any independent contractor performing work on the Project, including but not limited to general contractor, subcontractor, or materialman. "Construction Financing" means the sources of funds for the completion of the project, with the exception of the Land Acquisition Obligations.
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"Construction Manager" means Turner Construction Co. or other entity acting as Construction Manager. Construction Period" means the period beginning the date of commencement of the . construction of the Project and ending on the Completion Date..
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"Costs of the Project" means those costs and expenses listed in Section 3.3. "Event of Default" means one or more events of default as set forth in Article 18. "Facility" means together the Ballpark and the Parking. "Force Majeure" means without limitation, the following: acts of God; strikes; lockouts; suspension of the Professional Baseball Agreement; contraction of Major League teams; player work stoppage; Major League Baseball lockout; suspension or cancellation of game by Tenant's League; acts of public enemies; terrorism; orders of restraints of any kind of the government of the United States of America or of the State of Ohio or any of their departments, agencies or officials, or any other governmental, civil or military authority; insurrection; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accidents to machinery, transmission pipes or canals; or any other cause or event not within the reasonable control of the Landlord or Tenant but not due to the Landlord's or Tenant's negligence. "Laud Acquisition Obligation" means any indebtedness incurred or to be incurred by or on behalf of the Landlord in order to finance the acquisition of the Real Property, including principal and interest. "Landlord Event" means an Other Event sponsored by Landlord. "Lease" means this Lease between the Landlord and the Tenant, as may be amended from time to time. . "Lease Termination Date" means the date upon which this Lease terminates pursuant to Section 2.2 hereunder or is otherwise terminated pursuant to the terms herein. "Major Leagues" means the National League of Professional Baseball Clubs and the American League of Professional Baseball Clubs. "National Association" means the National Association of Professional Baseball Leagues, Inc. "Naming Rights" shall have the meaning associated to it in Section 8.1 hereof "Other Event" means any and all events and activities held in the Ballpark other than a Professional Baseball Game.

"Paid Admission Tickets" shall mean the right granted in consideration for monetary remuneration to any person to enter the Ballpark through the Ballpark's turnstiles on the day of a Professional Baseball Game or Tenant Event, whether or not that right is exercised. "Parking" means the surface parking lot(s) immediately adjacent to the Ballpark as described on the Plans and Specifications and any and all parking areas that service the patrons of the. Ballpark attending a Professional Baseball Game or Other Event and that are or may become owned or controlled by Landlord, regardless of whether or not said areas are within the boundaries of the Real Property. "Plans and Specifications" means the plans and specifications for the construction of the Facility as shall be mutually approved by the Landlord and Tenant which Plans and Specifications should be consistent with the Facility specifications set forth in Exhibit B hereto. "Premises" means the Facility and Real Property. "Professional Baseball Game" means any Tenant Home Game and any other baseball or softball game or exhibition played in the Ballpark that includes: (i) a team that is a member of the Major Leagues, the National Association or any other professional baseball league; or (ii) one or more players that generally are paid for their services as a baseball or softball player. "Prohibited Person" means: (i) any person that is in default or in breach of its obligations under any written agreement with the Landlord, unless the default or breach has been waived in writing by the Landlord; or (ii) any person that has been convicted in a criminal proceeding of a felony; (iii) any person that is an organized crime figure or is.reputed to have substantial business or other affiliations with an organized crime figure; or (iv) any person that directly or indirectly controls, is controlled by, or is under common control with any of the foregoing persons. "Prohibited Uses" means football, soccer, rodeo, tractor pulls or events, which feature the operation of motor vehicles (including motorcycles) on the baseball playing surface of the Ballpark. "Project" means the improvements, machinery, equipment, furnishings and fixtures comprising the Facility, as provided in the Plans and Specifications. "Real Property" means that certain real property as described in Exhibit A attached to and made a part of this Lease. "Related Costs" means the costs of preparing the Real Property for construction of the Facility, including, without limitation, architectural, engineering, environmental, regulatory, site improvements, off-site improvements and infrastructure as set forth in Section 3.3. "Rent" means Base Rent and Additional Rent as set forth in Section 4.1. "Rent Credit" means any monetary sum that reduces the Rent, whether by a direct setoff or indirectly by teducing the Land Acquisition Obligation, including but not limited to
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proceeds from the sale of Real Property or land contiguous thereto, capital contributions to the construction of the Ballpark,' rental, lease, or sale of cell towers, and excess Budget funds that shall be applied against the Rent. Rent Credit is described in Section 4.1 and Schedule 4.1. "Substantial Completion" or "Substantially completion of the construction, installation, furnishing evidenced by a Certificate of Substantial Completion with Section 3.6 hereof. Completed" means the date on which and equipping of the Facility occurs, as prepared by the Architect in accordance .

"Tenant Event" means an Other Event sponsored by Tenant. "Tenant Exclusive Area" means the Tenant administrative office, ticket office, team storage areas, Concessions areas, skyboxesand the Tenant souvenir store. "Tenant Home Game" means any Professional Baseball Game played by the Tenant, including exhibition, preseason, regular season, playoff and championship games in which the Tenant is designated as the home team. The term shall also include the All-Star game of any league in which the Tenant plays as a member, if the Tenant is entitled to have such game played in the Ballpark. "Tenant Season" shall commence on the day before the first Tenant Home Game and conclude on the day following the last Tenant Home Game. "Tenant's League" means the league of teams of which Tenant is a member in good standing from time to time, currently the South Atlantic League. "Term" means the term of this Lease, as set forth in Article 2.

"Work" means the services and/or materials provided by a Contractor for the Project. Section 1.2. Schedules. Schedules 3.2 and 4.1 shall be attached to this Lease by agreement of the parties after bidding has been completed. The omission of the Schedules upon execution hereof shall not constitute a defect that affects the validity of this Lease. During the Term of this Lease, the Schedules may be amended from time to time upon agreement of the parties so as to adjust them in accordance with current information and in accordance with the provisions of this Lease.

ARTICLE 2 DEMISE OF PREMISES; TERM

Section 2.1. Demise of Premises. The Landlord leases use of the Premises to the Tenant, and the Tenant leases use of the Premises from the Landlord, to have and to hold for the uses and purposes, upon the terms, conditions, covenants and undertakings, and to the extent set forth in this Lease-, all of which is limited to only that deemed necessary by Landlord and Tenant to permit Tenant to conduct the business of its Franchise on the Premises in a manner consistent with the Franchise's status as a first-class, minor league, Single A professional baseball franchise
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affiliated with the Major Leagues and is deemed by Landlord to be consistent with the Landlord' spublic purposes for the Facility. Consistent with the status of the Facility as a municipally owned Facility, except as herein explicitly leased, the Landlord retains and reserves all rights to, control over, and use of the Premises. Landlord shall operate or cause to be operated the park and ride area of the Premises, including an office for the convention and - visitors' bureau, as set forth in the Facility Specifications, Exhibit B attached hereto, provided that no use of the park and ride area or the office for the convention and visitors' bureau shall interfere with, impede, or otherwise restrict the business of Tenant in operating the Premises and providing parking and safe pedestrian travel for Tenant's invitees. Section 2.2. Term. This Lease shall become effective upon execution and delivery by the Landlord and Tenant. The Term shall commence upon the execution and delivery hereof by the parties hereto, and shall continue through September 30 of the calendar year of the twentyfifth year following the Completion Date (the "Lease Termination Date"), that date being September 30, 2028 in the event that the Completion Date is on or about April 1, 2003 in accordance with the Completion Deadline provided herein.

ARTICLE 3 ACQIDSITION.AND CONSTRUCTION OF THE PROJECT

Section 3.1. Agreement to Construct, Equip and Furnish the Proiect .

(a) The Landlord will commence the construction of the Project, all in accordance with the Plans and Specifications and the activities set forth in this Article 3, and will proceed with due diligence to complete the construction of the Project as promptly as practicable but in any event not later than April 1, 2003 ("Completion Deadline"). (b) Any dispute arising out of the provisions of this Article 3 shall be resolved in accordance with the procedures set forth in Section 20.22 and the remedies set forth in Article 21. (c) The Landlord at all times prior to the Completion Date, shall maintain or cause the general contractor to maintain in full force and effect Builder's Risk--- Completed Value Form insurance insuring the Project against fire, lightning and all other risks covered by the extended coverage endorsement then in use in the State of Ohio to the full insurable value of the Project. Such policy or policies of insurance shall name the Landlord and the Tenant as insureds, as their respective interests may appear. The Landlord shall cause the general contractor at all times during the construction of the Project to maintain general liability insurance in an amount not less than that required to be maintained by the Tenant under Section 15.1 hereof, and the Landlord shall cause the general contractor to maintain worker's compensation insurance as required by law. Said insurance policy or policies shall contain a provision that such insurance may not be canceled by the issuer thereof without at least thirty (30) days' advance written notice to the Landlord and the Tenant. Section 3.2. Sources of Flmd~ Costs of th.e ProBect; ReBated Costs. Landlord shall
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collect and provide for the Project the Sources of Funds set forth in Schedule 3.2. Landlord shall be responsible for the Budget set forth in Schedule 3.2 and the Costs of the Project and the Related Costs as described in Section 3.3 below. Section 3.3 (a) .Finandng of the BanIpark.

The Construction Financing is set forth in Schedule 3.2.

(b) Landlord shall design and construct, and shall use the proceeds from the Construction Financing for, among other things, the following purposes ("Costs of the Project"): (1) construction and payment for infrastructure improvements, including parking and ingress/egress, necessary and customary for the normal traffic flow and ease of access to the Facility, and signage designating the location of the Facility; construction and payment for all utilities, including sewer and water, for the Facility, including user costs of same during the Construction Period; payment for the preparation of Plans and Specifications (including any preliminary study or planning of the Project or any aspect thereof), (ii) the cost of supervision of construction of the Project and all real or personal properties deemed necessary in connection with the Project (including development, architectural, engineering and supervisory services with respect to any of the foregoing), and (iii) any other costs and expenses relating to the Project; payment of the purchase price of any building or equipment, including all costs incidental thereto, payment for labor, services, materials and supplies used or furnished in site improvement and in the construction of the Proj ect, including all costs incidental thereto, including the premium on any surety bond; to such extent as they shall not be paid by a contractor for construction or installation with respect to any part of the Project, payment of the premiums on all insurance taken out and maintained during the Construction Period under this Lease; payment of expenses incurred in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under a contract relating to the Project; provided that any monetary damages (other than those for expenses) recovered by the Landlord shall be used for Costs of the Project; payment of the fees or out-of-pocket expenses, if any, of those providing services in connection with the acquisition or construction of the Project, including, but not limited to, architectural, engineering and supervisory
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(2)

(3)

(4)

(5)

(6)

(7)

services; and (8) (9) payment of Related Costs; provided that Tenant shall contribute the furniture, fixtures, and equipment in the value set forth in Schedule 3.2 attached hereto.

Section 3.4.

Construction of the Ballnark.

(a) Project Design. Landlord shall cause the Project to be completed in accordance with final plans and specifications to be prepared pursuant to the terms of this Lease. These plans will be referred to as the "Final Plans." The Final Plans shall comply with the Facilities Specifications as set forth in Exhibit B. The design process for the Project should be a cooperative mutual endeavor in which the Landlord and Tenant shall be obligated to work together and participate actively. Landlord and Tenant agree to make required submissions and to render approvals or disapprovals in accordance with this Lease. Tenant may also participate in the design and construction process of the entire project site to the extent such design and construction process affects traffic patterns and other operations related or ancillary to the operation of the Ballpark. (b) Construction Contracts. The Project shall be constructed pursuant to construction contracts that shall endeavor to minimize construction risk and that are in form, including all material terms and conditions, acceptable to Landlord. All construction contracts shall be awarded upon compliance with all requirements for minority hiring and competitive bidding applicable to Landlord. Landlord shall administer such contracts with the advice and participation of Tenant. The construction contracts will provide contractor performance requirements acceptable to Landlord to "Substantially Complete Project" prior to the Completion Deadline as set forth in this Lease. The construction contracts will provide for recovery of liquidated damages in amounts designed to provide for performance by the contractor and to comply with the damage provisions of Section 2l.6. (c) DesiE:nand Construction Consultants. Landlord and Tenant acknowledge and agree that each has approved the Architect. The Architect shall not be changed and contracts with the Architect will not be amended or modified without the prior approval of Tenant, which approval shall not be unreasonably withheld or delayed. (d) Design and Construction Documents. (1) Landlord has caused the Architect to timely prepare and deliver schematic design documents for the Project, including, but not limited to, site plans, floor plans, elevations, sections and outline specifications (the "Schematic Design Documents"). The Schematic Design Documents were based upon the Program Requirements as set forth in Exhibit B. Landlord has caused the Architect to timely prepare and deliver Schematic Design Development Documents for the Project, including but not limited
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(2)

to, site plans, floor plans, elevations and large floor plans, miscellaneous details and updated outline specifications (the "Design Development Documents"). The Design Development Documents were based on the approved Schematic Design Documents and the Program requirements as set forth in Exhibit B. (3) Landlord has caused or will cause the Architects to timely prepare and deliver complete construction documents including drawings, specifications setting forth in detail all requirements for the construction of 'the Project (the "Construction Documents"). The Construction Documents are or will be based upon the approved Design Development Documents. No change from a previously approved design concept shall be permitted unless the Landlord and Tenant mutually agree to the change. Any change from a previously approved design concept shall be communicated in writing to the Architect which communication shall specify the method for resolving any cost or time impacts associated with such change.

(4)

. (e) . Biddings; Revisions. (1) Upon approval by Landlord and Tenant of the Construction Documents for the Project, or a portion thereof, the Construction Documents shall be submitted by Landlord for bids (the "Approved Construction Documents"). Upon completion of bidding, if the lowest and best bid as determined by Landlord is less than the amount set forth in the Budget for such worle, Approved Construction Documents shall be deemed the Final Plans with respect to that portion of the Project. In the event that the lowest and best bid as determined by Landlord exceeds the amount set forth in the Budget for such work, during the next thirty (30) calendar days, (i) Landlord and Tenant shall endeavor to revised the Approved Construction Documents to reduce the scope of the work or substitute materials or work and solicit revised bids; (ii) Landlord shall consider reducing bidding requirements permitted by law to obtain additional 'bidders or reduced bids, or (iii) Landlord may elect, but shall not be obligated, to increase the Budget. In the event that after the expiration of such thirty (30) calendar day period, the cost of such work continues to exceed the Budget, during the next ten (10) calendar days, (A) the parties may mutually agree to continue the process provided above, or (B) Landlord may elect, but shall not be obligated to increase the Budget. Upon completion of the bidding process for such work, the approved Construction Documents, as may be revised pursuant to this Subsection, shall be deemed to be the Finals Plans for such portion of the Project. In the event the Budget is increased, pursuant to this Subsection, such 'increased Budget shall be deemed the new Budget for purposes of this Lease.

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(2)

In the event that Landlord and Tenant are unable to mutually agree, after utilizing the procedures set forth in this Section 3.4, that the estimated costs to complete the Project will not exceed the Budget, then either Landlord or Tenant may terminate this Lease, upon thirty (30) days prior written notice to the other party.

(f) Deferred Construction Items. Notwithstanding the foregoing provisions of this Section 3.4, Landlord and Tenant may agree, prior to the completion of such portion of the Project, to defer the completion of certain elements of the Project ("Deferred Items") to a time after the Complete Date, in which event Landlord may complete construction after the Completion Date in accordance with the Final Plans at the sole cost and expense of Landlord. Section 3.5.
and A2ainst

Enforcement

of Remedies

agannst Contractors and SUDcontractOJrs

Manufacturers.

(a) The Tenant and Landlord covenant that they will cooperate in taking such actions as shall be necessary to cause and require all contractors and subcontractors and material suppliers to complete their contracts diligently in accordance with the terms of such contracts, including, without limitation, the correcting of any defective work, with all expenses incurred by the Landlord in connection with the performance of its obligations under this Section to be considered part of the Costs of the Project. Any amounts recovered by way of penalties or damages, whether liquidated or actual, refunds, adjustments or otherwise in connection with the foregoing less any unreimbursed legal expenses incurred to collect the same, shall remain the property of the Landlord for use as Costs of the Project or Related Costs, and the Tenant shall have no right or claim to the same. (b) The Tenant and Landlord covenant that they will cooperate in taking such actions as shall be necessary to cause and require any manufacturers of equipment and any dealer from whom the Landlord is purchasing equipment to fulfill their warranties and contractual responsibilities diligently in accordance with the terms of any purchase and installation contracts, including, without limitation, the correction of any defective parts or workmanship; with all expenses incurred by the Landlord in connection with the performance of its obligations under this Section to be considered part of the Costs of the Project or Related Costs; provided that any monetary damages recovered by the Landlord (other than those for expenses) shall be used for Costs of the Project or Related Costs. (c) Landlord shall not suffer or permit any mechanics' or materialmen's liens to be filed against the Premises by reason of work, labor, services, or materials supplied or claimed to have been supplied to Landlord or anyone holding any interest in the Premises. or any part thereof through or under the Landlord. If any such lien shall at any time be filed against the Premises, Landlord shall, within thirty (30) days after actual notice of the filing, cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction, or otherwise. If Landlord shall fail to cause such lien to be discharged within the period aforesaid, then Tenant may discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in anysuch event Tenant shall be entitled, if Tenant so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor
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with interest, costs, and allowance. Upon agreement of the parties, a payment made hereunder may be deemed to be a Rent Credit as specified in Section 4.1. (d) Nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Tenant, express or implied by inference or otherwise, to any contractor, subcontractor, laborer, or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration to, or repair of the Premises or any part thereof, nor as giving Tenant a right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanics' or materialmen's lien against Tenant's interest in the Premises. (e) Tenant or Tenant's designee shall have the right to attend any and all meetings relating to the Premises and the Project. Section 3.6. Establishment

of Completion Date.

(a) The Completion Date shall be evidenced to the Tenant by a Certificate of Substantial Completion of the construction of the Project listing the items to be completed or . corrected, if any, and the amounts available and withheld therefore, prepared by the Architect, signed by the Landlord, and approved by the Tenant stating that, except for such items to be completed or corrected: (i) construction of the Project has been completed substantially in accordance with the mutually agreed upon Final Plans and all labor, services, materials and supplies used in such construction have been paid or provided for; (ii) all other facilities necessary in connection with the acquisition and .construction of the Project have been constructed, acquired and installed substantially in accordance with the Final Plans and all costs and expenses incurred in connection therewith have been paid or provided for; (iii) according to the "as built" survey of the Premises or a certificate of the surveyor providing such survey, the Project does not encroach on any other property or violate any setback or sideline requirements applicable to the Premises; and (iv) a temporary or permanent certificate of occupancy for the Project has been issued by the appropriate local governmental authorities. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently Come into being. The Architect shall certify the matters covered by (i) and (ii) above. The Landlord shall cause the certificate contemplated by this Section to be furnished as soon as the acquisition and construction of the Project shall have been completed. ARTICLE 4

RENT
Section 4.1. (a) as follows: Rent; Ta...-"(es

Base Rent. The Tenant shall annually pay to the Landlord Base Rent computed

. (1)

The amortized debt service (principal plus interest) of the City's Land Acquisition Obligation, provided that the principal shall not exceed

12

$5,600,000, the annual interest rate shall not exceed 4.0%, and the amortization schedule shall not be less than twenty-five (25) years; reduced by (2) Monies saved by the issuance of obligations that bear arinual interest at a rate less than 4.0% ; further reduced by The excess if any of (x) over (y), where: (x) equals the Source of Funds in Schedule 3.2, less Landlord's contribution to the cost of Land Acquisition 'and. less Tenant's contribution to Furniture, Fixtures, and Equipment; and (y) equals the Budget, less the cost of Land Acquisition, less the cost of Furniture, Fixtures, and Equipment, and less the unexpended Construction Contingency; further reduced by Landlord's profit on the sale, lease, or other transfer of Landlord's interest in certain property identified 'as Parcel Nos. 34 A 0070000230 and 34 A 0070000220, said profit being estimated at $300,000 to $400,000, to be designated for the sole purpose of Parking for the Ballpark, provided that Landlord shall restrict by deed, other transfer document, or ordinance the price per vehicle to be charged to patrons of the Ballpark for a Professional Baseball Game so as to not exceed $4.00 per vehicle; further reduced by Landlord's gross proceeds (including cash, payments, assumed obligation, assumed expense, and any other benefit received by Landlord as consideration) from the sale, lease, or other transfer of Landlord's interest in the economic development parcel that is currently included within the Premises and identified as the Development Parcel in Exhibit A attached hereto, said gross proceeds being estimated as $500,000; further reduced by Landlord's gross proceeds (including cash, payments, assumed obligation, assumed expense, and any other benefit received by Landlord as consideration) from the Naming Rights as defined herein and described in Section 8.1 hereof as follows: (i) (ii) (iii) $0 - $2,500,000: No Rent Credit for this increment; $2,500,001 - $3,500,000: Rent Credit equal to sum of gross proceeds within this increment; . $3,500,001 - $4,000,000: No Rent Credit for this increment, subject to Reopener described in Section 4.1(d) below; $4,000,000 - $Any higher amount: No Rent Credit for this increment;

(3)

(4)

(5)

(6)

(iv)

all of the above values of proceeds being present value, provided that, notwithstanding the
designation of values set forth in subsection 4. 1(a)(6)(i), (Hi), and (iv) as No Rent Credit, the
13

entire present value of Naming Rights shall be included subsection 4. 1(a)(3) above; further reduced by
(7)

ill

the computation set forth

ill

Additional funds, including but not limited to the monies described in Section 4.1(c) below, from any source that reduce, offset, or otherwise inure to the benefit of the Land Acquisition Obligation; and further reduced by Any other Rent Credit by agreement of the parties, including but not limited Rent Credits set forth in Sections 3.5(c) and 12.4 hereof.

(8)

(b) The above shall be computed and attached hereto as Schedule 4.1 so as to arrive at an annualized Base Rent to be paid for the twelve month period commencing April 1, 2003 and ending March 31, 2004 ("Rental Year"), with the payment for the Rental Year due on or before September 15, 2003, and in like manner each yearthereafter, prorated for any partial year, until termination of this Lease, proyided that Tenant shall pay no Base Rent for the period of time prior to April 1, 2003, and further provided that, if the Completion Date is later than April 1, 2003, Tenant shall pay no rent for the days from April 1, 2003 until the Completion Date. (c) Without limiting or expanding the foregoing Section 4.1(a), Landlord shall use best efforts to obtain capital contributions to the construction of the Ballpark in such amount as to reduce the principal sum and interest of the Land Acquisition Obligation and/or provide additional Rent Credits. (d) The parties shall provide for a Reopener as follows. No later than August 31 of each year, the parties shall review all applicable funds and amend the Base Rent computation for that Rental Year in light of current figures. In addition, at or about the time when Landlord receives funds from its request for State of Ohio Capital Budget Fund Grant in the estimated amount of $2?300,000, the parties shall determine the Rent Credit described in Section 4. 1(a)(6)(iii) above. (e) In no event shall Base Rent fall below $100,000 for the Rental Year ("Minimum Rent"). In the event that the Base Rent for the Rental Year is a sum less than the Minimum Rerit, or is a negative number, then that sum of unused Rent Credit shall be carried over to each subsequent Rental Year as a Rent Credit to be subtracted from the Base Rent in accordance with the annual review set forth in Section 4.1(d) above. Additional Rent. Tenant shall pay as Additional Rent twenty-five percent (25%) of the net profit from each Other Event except Landlord Events. .
(f)

(g) Taxes as Rent Credit. If there is ever imposed by Landlord an amusement tax, property tax, impact fee, use tax, or other similar fee, tax, or cost relative to Tenant's business, other than the Capital Replacement Fund described in Section 4.2 below, Tenant shall have the right to fully offset such tax or fee against the Base Rent as Rent Credit, and with respect to any property tax the Landlord shall be responsible for the payment of the same. The parties acknowledge that no other governmental entity currently imposes such a tax as described above in that Ohio law does not currently allow therefor.
14

(h) Fair Market Rate. Landlord hereby deems the Rent payable by Tenant to the Landlord pursuant to this Lease to be a fair market rate for the right to use the Premises to which this Lease entitles Tenant. Landlord will receive the public benefits of the conduct of Professional Baseball Games at the Facility and has determined that the benefits therefrom, in part set forth in the recitals to this Lease, together with the other undertakings' of Tenant hereunder, are fair and adequate considerations to Landlord in the light of the circumstances and provisions of this Lease. (i) Rent Security. To secure the full and complete observance and performance of the obligations and covenants to be observed and performed by Tenant relating to rental payments under this Section 4.1, Tenant hereby grants to Landlord a security interest in and to all revenue generated from each and every Paid Admission Ticket ("Gate Receipt(s)"). Upon Tenant's default, which has not been cured within any applicable cure period, and upon Landlord's written notice to Tenant, Tenant shall execute and deliver to Landlord within five (5) days of Landlord's request therefor, any financing statements or other documentation required by Landlord to perfect its security interest in and to the Gate Receipts, and Landlord shall have the right to take control of all Gate Receipts at such time. Upon Tenant's default which has not been cured within any applicable cure period and upon written demand upon Tenant by Landlord, Tenant shall deposit in a special account maintained with a bank or financial institution of Landlord's choosing all cash, checks, credit charge account, drafts, and other remittances received by Tenant as Gate Receipts. Deposit into the special account shall be made forthwith on receipt by Tenant of any such remittance and shall be made in the exact form received; except for Tenant's endorsement where necessary to permit collection of the item (which Landlord is authorized to make on Tenant's behalf). Landlord alone shall have the power of withdrawal from the special account, and the funds in the special account shall be held by Landlord solely as security for the full and complete observance and performance of the obligations and covenants to be observed and performed by Tenant relating to rental payments under this Section 4.1. Any portion of the funds in the special account not so applied shall be paid over to Tenant. Section 4.2. Admission Tax: Cavital Rcolacement and Improvement Fund. No later than the Completion Date, Landlord shall amend or enact an Admission Tax applicable to all entertainment establishments within the City of Eastlake ("Admission Tax"). The Admission Tax shall not require Tenant to pay more than $.25 for each and every Paid Admission Ticket. The proceeds from the Admission Tax received from all sources shall be placed in an interest bearing account in the name of Landlord to be used solely and exclusively for capital replacement and improvement of the Facility ("Capital Replacement and Improvement Fund"). Tenant shall pay its Admission Tax on or before October 30 of each year. Landlord and Tenant shall, upon prior consultation with the other party, have the authority to contract with any outside vendors for such capital repairs and maintenance and shall be reimbursed immediately from the Capital Replacement and Improvement Fund upon providing proper notice to the other party. Because capital repairs and improvement inure to the benefit of and are the responsibility of Landlord, Landlord shall satisfy any shortage of funds for capital replacement or improvement. Upon termination of the Lease, any balance in this fund shall be paid to Landlord. Section 4.3. Security Costs.

15

(a) This Section 4.3 relates to the Tenant's obligation to provide off-Premises security in accordance with Section 11.1. (b) Tenant shall pay on behalf of Landlord the cost of off-Premises security, including thecost oflabor for security and police officers and a part time coordinator to schedule same, as independent contractors and not as employees, for the purpose of pedestrian and traffic control in areas adjacent to the Premises and in connection with Professional Baseball Games. Said services shall be offered first to officers from the City of Eastlake police department roster, provided that officers from other communities may be hired if the City of Eastlake roster cannot fulfill security needs. The parties acknowledge that the cost of the services of said officers shall be $20.00 per hour, and the parties acknowledge Landlord's estimate of the total annual cost to be approximately $25,000 to $30,000. The parties further acknowledge that these estimates may change from time to time in light of changing costs of labor, and the parties shall address any such changes, including the satisfaction of the Security Credit set forth below, during the Reopener provided in Section 4.1(d). (c) Tenant shall take as a credit a sum equal to the total cost of the off-Premises security described in Section 4.3(b) above ("the Security Credit"), provided that the Security Credit shall be taken against that amount of the total annual Admissions Tax that exceeds $75,000.00 in the same year. If, after applying the above credit, the Security Credit has not been fully satisfied, then the parties shall agree upon a source offunds to satisfy the Security Credit. (d) Notwithstanding the above subsections (a) through (c), Landlord shall at its sale expense provide all equipment necessary for off-Premises security, including but not limited to police vehicles, barricades, and signage. ARTICLES
UTILITIES

Section 5.1. Utmty Charges. Commencing upon the Completion Date and continuing through the Term, the Tenant shan pay for all utilities at the Facility, including water, sewer, electricity and gas. However, Landlord shall reimburse Tenant for the utility costs associated with any Landlord Events.

ARTICLE 6 USE OF PJRE:MJSES BY TENANT

Section 6.1.. BasebaU Gam~s; Tenant Events. Tenant shall have the obligation and exclusive right to exhibit, promote and stage Professional Baseball Games in the Ballpark during the Tenant Season for the Term including practices and other activities related to and a part of Tenant's baseball operations. The Tenant shall also have the exclusive right to exhibit, promote and stage Tenant Events during the Term. All Tenant Home Games shall be played in the Ballpark during the Tenant Season. Subject to Section 7.1 and 7.2, Landlord may sponsor
16

Landlord Events at the Facility during the Tenant Season. The Landlord shall notify the Tenant as to the dates and times of such Landlord Events within thirty days of receipt from Tenant of schedule of Tenant Events. All Tenant Home Games shall have scheduling priority over Other Events. The Tenant may change any of the scheduled dates and times for Professional Baseball Games to any other dates and times during the Tenant Season which do not conflict with any Other Event previously scheduled for the Ballpark, provided that a Professional Baseball Game shall take priority over any Other Event. The Tenant shall provide the Landlord with prior written notice of such change. Tenant's use of the Premises as described in this Lease is (i) limited to only that deemed necessary by the Landlord and Tenant to permit Tenant to conduct the business of its Franchise on the Premises in a manner consistent with the Franchise's status as a first-class, minor league, Single A professional baseball franchise affiliated with the Major Leagues and (ii) deemed by Landlord to be consistent with the Landlord's public purposes for the Facility. Membership in LeagMe and NatRona! Association: Maintenance of Contract; Level of PRay. Tenant shall, during the Term, abide by all rules and regulations of Tenant's League and of the National Association or successor to either of such of at least a minimum qualification of Class" A" or better. Tenant agrees and covenants to the Landlord that it will maintain membership in good standing with Tenant's League and National Association and their successors and assignees.
Paayelr DeveBopme!l!t

Section 6.2.

Section 6.3. Ticket Sa!es. Tenant shall be responsible for the printing, sale and collection of all tickets for admission to Professional Baseball Games and Tenant Events. The Tenant shall have the exclusive right to set the Tenant's ticket prices for admission to Professional Baseball Games and Tenant Events .. The Tenant may but is not required to provide for Complimentary Tickets. Section 6.4. Clubhollses ~md Press Box. The home team clubhouse, the visiting team clubhouse and the press box shall be under the exclusive control of the Tenant at all times during the Tenant Season; provided, however, the Tenant may make the same available (other than the home team clubhouse) for any Landlord Event held during the Tenant Season. The Tenant shall be responsible for resolving complaints arising from access to the press box during Professional Baseball Games and Tenant Events. Tenant's exclusive use and control of the clubhouses and press box during the Tenant Season as described in this Section is (i) deemed necessary by Landlord and Tenant to permit the Tenant to conduct the business of its Franchise on the Premises in a manner consistent with the Franchise's status as a first-class, minor league, Single A professional baseball franchise affiliated with the Major Leagues and (ii) deemed by Landlord to be consistent with the Landlord's public purposes for the Facil~ty. Office. Team Stora2e Areas, COl!lcessnons Areas, SkvfiJloxes. and Subject to Section 8.3(b), the Tenant shall have the right to exclusive use of and access to the Tenant Exclusive Areas on !'y-ear-ro_uncLbasis.,~-pr-o:cide.dj:~nant /SttbjeeHo-availabi1i~s11ailprovide to the Landlord, upon reasonable notice to the Tenant and'a0 ( no cost to the Landlord, except for cost of concessions, etc. used by the Landlord, the use of one Sectio~ 6.5.
l'eIm.aJrnt SouJrvenir Store.

17

of the Tenant's skybox for the purpose of attracting businesses to the area and promoting economic development. Tenant's exclusive use of and access to the Tenant Exclusive Areas year-round as described in this Section is (i) deemed necessary by Landlord and Tenant to permit the Tenant to conduct the business of its Franchise on the Premises in a manner consistent with the Franchise's status as a first-class, minor league, Single A professional baseball franchise affiliated with the Major Leagues and (ii) deemed by Landlord to be consistent with the Landlord's public purposes for the Facility.

SectBon 6.6. Parking. Tenant shall have the exclusive right to use Parking on the Premises during the Tenant Season and at Tenant Events, subject to the park and ride use described in Section 2.1 above. The Tenant shall have the exclusive right to charge for the use of, and set the price for, Parking on the Premises for all events. Landlord guarantees a minimum of 2,000 parking spaces within the Parking, both on and off the Premises. Landlord shall provide, through its direct control and authority or through binding contracts or police ordinances, that the No-Concession Zone set forth in Section 8.3(g) shall apply to the Parking, both on and off the Premises. The price charged to Ballpark patrons in the Parking off the Premises in areas at any time under the direct control of Landlord shall- not exceed $ 4.00 per vehicle for a Professional Baseball Game, unless Tenant agrees in advance otherwise.
Tenant's exclusive right to use Parking on the Premises during the Tenant Season and at Tenant Events as described in this Section (subject to the park and ride use described in Section 2.1 above) is (i) deemed necessary by Landlord and Tenant to permit the Tenant to conduct the business of its Franchise at the Facility in a manner consistent with the Franchise's status as a first-class Single A professional baseball team and (ii) deemed by Landlord to be consistent with the Landlord's public purposes for the Facility. Section 6.7. Prohibited Uses. The Tenant shall neither engage in nor schedule any Prohibited Uses without the prior written approval of the Landlord. Consistent with the status of the Facility as a municipally owned Facility, the Tenant shall make no use of the Premises other than as expressly authorized by this Lease.

ARTICLE

USE OF PRJEMlSES BY LANDLORD Section 7.1. Use of Premises by Landlord. Subject to Sections 6.1, 7.2, and 7.3, and consistent with the status of the Facility as a municipally owned Facility, the Landlord may use and occupy, and authorize the use and occupancy of, the Premises (except for the Tenant's Exclusive Areas as described in Section 6.5) for any purpose and to schedule any Landlord Event of any nature or kind, including but not limited to concerts, festivals, carnivals, plays, operas, variety shows, cultural or arts events, exhibitions, recreational use, public meetings, rallies, baseball use other than Professional Baseball Games, other sporting events and use, group events, exhibitions, picnics, public service use, and other for-profit or nonprofit events or use. The Landlord shall schedule no Prohibited Uses at the Premises. With the exception of

18

Concessions, which shall inure to Tenant's benefit, the Landlord shall retain all revenues and bear all costs associated with any use or occupancy of, or any Landlord Event on, the Premises pursuant to this Article. Tenant shall notify Landlord in advance as to whether Tenant, in its sole discretion, elects to operate the Concessions during a Landlord Event. If Tenant elects to operate the Concessions, then Tenant shall retain all proceeds from the Concessions. If Tenant elects not to operate the Concessions, then Landlord may operate the Concessions directly or indirectly through a caterer or other contractor and may retain the proceeds from the Concessions, provided that neither the Landlord, its caterer, its contractor, nor anyone else on Landlord's behalf shall use the Concessions equipment installed at the Ballpark for the use of Tenant. Section 7.2. Restrictions on Landlord Use durim~ Tenant Season. Due to the extensive use of the playing field for Professional Baseball Games during the Tenant Season, the field requires days of rest and days for repair and maintenance to occur to maintain a Ballpark field-of excellent quality. Therefore the right of the Landlord to use the Facility for Landlord Events during the Tenant Season pursuant to Section 6.1 is subject to the following conditions: (a) no Landlord Events may be held two days before (unless otherwise agreed), the day of, or the day after a Tenant Home Game without the prior written. consent of the Tenant; and (b) the Landlord and the Tenant shall cooperate in scheduling eight (8) maintenance days per month during the Tenant Season. The day immediately before and after each Tenant Home Game shall count as maintenance days. The purpose of maintenance days is to provide adequate time and opportunity for maintenance of the playing field as a first-class, professional baseball field as provided in Section 12.1, thereby permitting the Tenant to conduct the business of its Franchise at the Facility in a manner consistent with the Franchise's status as a first-class Single A professional baseball team and furthering the Landlord's public purposes for the Facility. At the same time, consistent with the status of the Facility as a municipally owned Facility, it is the desire of the Landlord and the Tenant that the Ballpark, including the playing field, be available for any Landlord Event to the fullest extent possible. Accordingly, the Landlord, after consultation with the Tenant, shall be entitled to allow any Landlord Event to be scheduled, played, staged or held on a maintenance day if the Landlord Event is not inconsistent with the Tenant's field maintenance requirements as provided in Section 12.l. . Section 7.3. Restlrictnons on Landlord Use during Off-Season. The Landlord and the Tenant anticipate that the playing field will require an annual winter maintenance program by the Tenant during the period between each Tenant Season. The Landlord and the Tenant shall cooperate with each other in scheduling use of the playing field for the winter maintenance program as necessary during such period. Subject to Sections, 6.1, 7.1, and 7.2, and consistent with the status of the Facility as a municipally owned Facility, the Landlord shall be entitled to allow any Landlord Event to be scheduled, played, staged or held on the playing field during such period if the Landlord Event is not inconsistent with the Tenant's winter maintenance program. The annual winter maintenance program is (i) deemed necessary by Landlord and Tenant to maintain the playing field as a first-class, professional baseball field as provided in Section 12.1, thereby permitting the Tenant to conduct the business of its Franchise at the Facility in a manner consistent with the Franchise's status as a first-class Single A professional baseball team and (ii) deemed by Landlord to be consistent with the Landlord's public purposes for the Facility.

19

ARTICLES
REVENUES Section 8.1. Naming Rights; Name of BaRhJlark During the initial term of the Naming Rights, which shall not exceed fifteen (I5) years, (for the purpose of this Section 8.1, "the initialterm") the Landlord shall be responsible for naming the Ballpark (the "Naming Rights"); provided that: (a) the Landlord shall not grant naming rights to and the name shall not include any offensive or immoral groups or material, as applicable, and (b) the Naming Rights shall not include any inventory of the Tenant. During the initial term, the Landlord shall retain any revenues generated by selling the name to the Ballpark and shall bear all costs associated with the sale and display of the Naming Rights, including but not limited to signage. After the initial term, the Tenant shall be responsible for naming the Ballpark, shall be entitled to retain any revenues generated by selling the name to the Ballpark, and shall bear all costs associated therewith. Sectnon 3.2. Broadcastnng. Tenant shall have the exclusive right to the Broadcasting of Professional Baseball Games and Tenant Events and shall retain any revenues generated therefrom. The Tenant shall exercise such right at the times and in the manner the Tenant considers appropriate. Sectnon 8.3. Concessions.

(a) Concessions by Tenant at Professional Baseball Garnes, Other Events. The Tenant shall have the obligation and the exclusive right to operate and sell Concessions at all Professional Baseball Games, Other Events and shall retain any revenues generated from Concessions, provided that Tenant may elect to not operate the Concessions at Landlord Events as set forth in Section 7.1 above. Tenant shall have freedom to choose its own vendors, to grant exclusive vendor rights, and to refuse access tothe Concessions to any other party. (b) Year-Round Concessions Rights. The Tenant shall be entitled, at the sole expense of the Tenant, to operate a souvenir store and sell Concessions at the Ballpark during standard commercial business hours on a year round basis. Tenant shall retain all revenue therefrom. (c) Concessions Equipment; Furniture, Fixtures, and Equipment. Landlord shall bear the entire expense of permanent fixtures and structures which are part of the physical structure of the Ballpark, the purchase of the initial kitchen equipment, and purchase of the initial Concession equipment referred to in the Plans and Specifications, subject to Tenant's obligation to purchase and contribute to Landlord the furniture, fixtures, and equipment. The parties acknowledge that Tenant's contribution or furniture, fixtures, and equipment may be treated by Tenant as a tax deductible contribution, and Landlord shall not take a position or assert any claim contrary thereto. Tenant shall be responsible for and bear the sole expense of maintenance and repair all furnishings, fixtures and equipment used to operate and sell Concessions. All such items shall, upon installation, become the property and inure to the benefit of the Landlord, but only Tenant or Tenant's concessionaire shall be entitled to use the furnishings, fixtures and
20

equipment or the Concession spaces. Capital repair and replacement of Concessions equipment shall be the responsibility of Landlord, for which Landlord may use the funds in the Capital Repair and Replacement Fund described in Section 4.2 above. (d) Engagement of Sub-concessionaire. The Tenant shall be entitled to engage one or more qualified and reputable sub-concessionaires to assist the Tenant in providing Concessions. If the Tenant engages any such sub-concessionaires, the Tenant shall be and remain fully responsible to the Landlord for the operation and provision of Concessions to the same extent as if the Tenant provided Concessions directly without the use of the subconcessionaire.
(e) Concessions Requirements and Performance Standards.

(1) The Tenant shall order, maintain and furnish Concessions so as to provide adequate, efficient and first-class levels of service to persons attending Tenant Home Games, Professional Baseball Games and Other Events at which the Tenant is providing Concessions. (2) The Tenant shall apply for and take any necessary steps to procure and maintain all licenses and permits required for the Tenant's operation and sale of Concessions. Without limiting the generality of the foregoing, the Tenant shall obtain a permit from the Department of Health for all areas of the Ballpark subject to inspection by such department in connection with the provision of Concessions by the Tenant. The Tenant shall thereafter use best efforts to maintain at all times a:reasonable sanitation rating for all such areas. The Tenant shall operate and maintain all Concessions areas (including the commissary), equipment, machinery, fixtures and facilities in a neat, clean, sanitary and safe condition. Without limiting the generality of the foregoing, by no later than noon of the day following the date of each Tenant Home Game, the Tenant shall collect and deposit all trash and debris from such areas in designated garbage disposal dumpsters, bins and receptacles provided by the Landlord.
(3)

The Tenant shall provide fresh and sanitary food and beverages meeting an excellent standard of quality and purity.
(4)

(5) The Tenant agrees to sell all beverages in paper or plastic cups or bottles and to not give any glass bottles to purchasers of beverages. In the luxury suites, Tenant may sell beverages in glass bottles if the Tenant takes sufficient security measures to assure that patrons do not remove any such glass bottles from the luxury suites to any other portions of the Ballpark. (6) To the extent practicable, the Tenant shall use biodegradable containers and minimize the amount of packaging in the Tenant's furnishing of Concessions. . (7) The Tenant shall maintain competitive pricing for all Concessions.

(8) The Tenant shall properly, promptly and courteously process and endeavor to resolve all claims, problems and complaints arising from the provisions of Concessions.
21

(f) Prohibition against Bringing Food and Beverages into Ballpark. The Tenant shall post a notice at each entrance to the Ballpark prohibiting any person from bringing food or beverages into the Ballpark at any time. The Tenant and the Landlord shall work cooperatively with each other to develop and implement necessary and appropriate procedures to enforce such prohibition.

(g) No-Concession Zone. Neither the Landlord nor the Tenant shall permit the sale or distribution, free of charge or otherwise, of any Concessions within 1,500 feet of the Premises and Parking on and off Premises, and each mutually agree to take any steps necessary to prevent such sale or distribution. Landlord shall, no later than the Completion Date, enact a No Peddling or Loitering ordinance that shall prohibit peddlers, kiosks, and other temporary sales, but shall not prohibit permanent retail or restaurant businesses, in a manner consistent with law and consistent with the intent of the parties hereto to maximize income for Tenant and to advance the Landlord's interest in fostering tax revenue and business activity. Section 8.4. Advertising; Scoreboard; Video Board .

(a) Advertising by Tenant. For all Professional Baseball Games and Tenant Events, the Tenant shall have the exclusive right to sell and display all advertising in the Ballpark and on the Premises. Such advertising must be tasteful and non-offensive. The Tenant shall also have the exclusive right to sell all program and publication advertising as to operations of the Tenant. With the exceptions or signage attributable to Naming Rights, the Tenant shall bear all expenses associated with advertising sold and displayed by or on behalf of the Tenant including, without limitation, the cost of erection, maintenance, repair and replacement of all advertising signs and devices. Tenant may erect signs on or near the Premises that generate advertising revenue, including but not limited to billboards of standard size of up to 14 ft. x 48 ft. at a height and lighting to state highway specifications, in accordance with the ordinances of the City of Eastlake. All advertising sold or displayed by or on behalf of the Tenant shall be in good taste and consistent With the overall goals of the Landlord and the Tenant to provide wholesome family entertainment through Professional Baseball Games and Other Events at the Ballpark. (b) Reservation of Rigbts by Landlord. Subject to 8.4(a), the Landlord reserves the right to sell and display temporary (to be taken down within 24 hours) advertising on the Premises; provided it does not conflict with any exclusive contract entered into by Tenant. However, the Landlord acknowledges that much, if not all, of the signs erected by Tenant for Professional Baseball Games shall be of a nature that removing the signage for Other Events is not practical or is unduly burdensome. Therefore, any such signage shall remain erected for Other Events. (c) Scoreboard. The Tenant shall have the exclusive right to sell and retain the revenues from advertising on the scoreboard(s) during the Professional Baseball Game and Tenant Events. The Tenant shall operate the scoreboard(s) for all Professional Baseball Games and Tenant Events. The Landlord shall be entitled to use and operate the scoreboard(s) for any Landlord Event but shall employ and pay the relevant employees of Tenant who customarily operate the scoreboard(s). The Landlord is entitled to receive advertising revenues from the
22

/./ V."

message center on the scoreboard at Landlord Events. The Landlord shall be responsible for any damage to the scoreboard(s), the scoreboard controls and the scoreboard programming caused by such Landlord use and operation. (d) Video Board. If the Tenant constructs a Video Board, it shall have the exclusive right to retain the revenues derived therefrom. (e) Marqueets), If the Tenant constructs a marquee(s), it shall have the exclusive right to sell and retain the revenue from advertising on the marquee(s) on both the respective static panels and respective message centers. Section 8.5. Ticket Sales, Tenant shall retain all revenues from ticket sales for Tenant Events and Other Events, with the exception of Landlord Events.

ARTICLE EXPENSES RELATING

9 EVENTS

TO LANDLORD

Section 9.1. Landlord Events. Tenant shall have no responsibility for paying any costs associated with the staging or promotion of Landlord Events. To the extent that Tenant incurs any costs related to any Landlord Events, Landlord shall reimburse Tenant as follows: (a) Clean Up - 100% of Tenant Cost. Subject to section 9.1(c), these charges shall include a fair allocation for any supervisory personnel, overtime that must be paid either for the Landlord Event or as a result of the Landlord Event, FICA, taxes, profit sharing, and benefits. (b) Event Operations (security, ticket selling, ticket taking, ushers, etc., but not concessions) - 100% of Tenant Costs. Subject to section 9. 1(c), these charges shall include a fair allocation for any supervisory personnel, overtime that must be paid either for the Landlord Event or as a result of the Landlord Event, FICA, taxes, profit sharing, benefits. Landlord shall procure insurance specified in Section 15.2 for all Landlord Events and shall provide proof of such insurance to Tenant prior to the date of the Landlord Event. (c) Independent Contracting. If Tenant contracts with an independent contractor for operational responsibilities for Professional Baseball Games and Tenant Events, then for all Landlord Events Landlord may contract directly with the contractor for any portion of the operational responsibilities, in which case Tenant shall play no role in those areas of responsibility and shall receive no compensation. (d) Concessions. Tenant shall have exclusive concession rights for Landlord Events. Tenant shall have the option of allowing Landlord to provide concessions for any Landlord Event provided that nothing herein shall grant Landlord the right to utilize the Tenant's concessions spaces, concessions equipment, or any concessions facilities. (e) Extraordinary Costs. In addition to the foregoing, Landlord shall be liable for any extraordinary costs such as damage to field, damage to Premises, and the restoration of the

23

Premises to the condition that existed prior to the Landlord Event.

ARTICLE 10 SUFFICIENT TENANT PERSONNEL

Section 10.1. Sufficient Tenant Personnel. At all times during the Term, the Tenant shall furnish, employ, engage, retain, train, compensate and manage, at Tenant expense, sufficient personnel and other persons to perform all duties, obligations and functions of the Tenant pursuant to this Lease. Without limiting the generality of the foregoing, the Tenant shall provide qualified public address announcers, scoreboard operators, ticket sellers and takers, Concessions personnel, ushers, first aid personnel,and other personnel and persons appropriate for the proper and safe use of the Premises for Professional Baseball Games and Tenant Events.

ARTICLE 11

SECURiTY
Section!1.1. Tenant Responsibility. For all Professional Baseball Games and Tenant Events at the Ballpark permitted by this Lease, the Tenant shall, at Tenant expense (subject to Section 4.3), provide such police, security personnel, and traffic control both on and off the Premises (including the adjacent area in the vicinity of Vine St. and Route 91) and inside the Ballpark as are necessary to maintain order and protect the Premises and the safety of players, officials, spectators and customers. At all times during the Term, the Tenant shall be responsible for security in the Tenant Exclusive Areas, and any other portions of the Premises exclusively occupied by the Tenant. The Tenant shall be responsible for security in the clubhouses at all times during the Tenant Season. . Section 11.2. Landnord ResJl?onsibmty. For all Landlord Events, the Landlord shall be responsible for security and traffic control both on the Premises and inside the Ballpark as are necessary to maintain order and protect the Premises and the safety of any spectators.

ARTICLE

12

REPAIRS AND MAINTENANCE

SedDon 12.1. By Tenant. In addition to the other duties and responsibilities Tenant under this Lease, the Tenant shall, at Tenant's expense:

of the

(a) Keep, maintain, and prepare the playing field in a good, first-class condition suitable for Professional Baseball Games. After the acquisition by the Landlord of the initial equipment referred to in the Plans and Specifications, the Tenant shall provide such field maintenance equipment and grounds keeping and other field maintenance services as are

24

appropriate to maintain a quality playing surface for Professional Baseball Games. Subject to Section 12.2( d), the Tenant shall perform and pay all costs of field restoration required as a result of damage to the playing field caused by, during, and in connection with any Professional Baseball Games or Tenant Event. (b) Keep and maintain in good repair and condition the hitting screen, batting cage and all other on-field baseball equipment. (c) Provide or cause to be provided all furnishings, fixtures and equipment for the Tenant Exclusive Areas and any other portion of the Premises exclusively occupied by Tenant as set forth in Schedule 3.2. (d) Except as made necessary by Landlord Events, provide for Janitorial and housekeeping services and supplies, and collection of trash and debris, as necessary to keep and maintain the Ballpark and the Premises in a neat, clean, sanitary and safe condition. The Tenant shall provide for collection of trash and debris from the Ballpark and the Premises following each Tenant Horne Game and Tenant Events. (e) Perform routine maintenance such as cleaning of the HV AC system and the startup and shutdown of the playing field drainage system and playing field irrigation system. Maintain the sound system and the scoreboard system., provided that a repair of the scoreboard in excess of $500.00 shall be treated as a capital improvement to be paid for from the Capital Replacement and Improvement Fund pursuant to Section 4.2.
(f)

(g) Paint or stain, as the case may be, the interior walls of the administrative offices, of the Ballpark souvenir store, of the Concessions areas, of the skyboxes, and of any other area of the Ballpark exclusively occupied by Tenant. (h) Repair or replace as necessary any furniture used by the Tenant installed in the Ballpark, excluding all-patron seats in the Ballpark. (i) Clean and maintain the concession areas after all events for which the concession areas are used.
(j) Perform and pay for all costs of repairs and replacements to the Premises, including but not limited to the furnishings, fixtures and equipment contained or located on or in the Premises, arising out of or in connection with the acts or omissions of the Tenant, the home and visiting teams at Professional Baseball Games, umpires, players, employees, agents, concessionaires and licensees of the Tenant.

(k) Nothing set forth in this Section 12.1 shall restrict Tenant from the use of the Capital Replacement and Improvement Fund in Section 4.2 above for replacement and improvement of capital items.

Sectnon 12.2. By Laudlord . In addition to the other duties and responsibilities of the Landlord under this Lease, the Landlord shall, at Landlord expense, be responsible for the
25

following: (a) Subject to Article 9, provide for janitorial and housekeeping services and supplies, and collection of trash and debris for Landlord Events, as necessary to keep and maintain the Ballpark and the Premises in a neat, clean, sanitary and safe condition. If any such Landlord Event occurs the day before the date of a Tenant Home Game, Landlord shall provide for collection of trash and debris from the Ballpark and the Premises deposited by the Tenant in Landlord designated on site locations on the same day of the Landlord Event. (b) Repair and maintain the physical structure of the Ballpark and the Premises, and repair and maintain the operating systems of the Ballpark except as provided in Section 12.1. By way of illustration but not limitation, Landlord shall be responsible for maintaining and repairing the electrical, plumbing, fire protection, and HV AC systems. For the purposes of this paragraph, the physical 'structure shall include but shall not be limited to the roof, concrete slab, concrete walls, the materials that form the parking areas, the roof of the Ballpark or of any other buildings, caulking, seals, and Joints, lavatories and their fixtures, and ceilings .. Landlord shall be responsible for any damage caused by flooding or leaking. . (c) Maintain the lighting towers and fixtures in accordance with the performance specifications. (d) Repair and maintain the playing field drainage system and the playing field irrigation system, except as provided in Section 12.1 (b). Landlord also shall be responsible for any damage caused to the playing field surface, the drainage system, or the irrigation system caused by changes in subterranean conditions or by the Landlord's use. If a quality playing field may no longer be maintained despite appropriate and regular field maintenance practices by the Tenant pursuant to Section 12. 1(a), then the Landlord shall be responsible for field restoration. (e) Paint or stain, as necessary, the Ballpark or portions of the Ballparlc in order to restore the appearance of the Ballpark. Landlord shall not modify the color or colors of any paint or stain that it intends to use without Teriant's written consent, which consent shall not be unreasonably withheld. (f) Make any repairs made necessary by an event of casualty not caused by Tenant or any repairs to furniture, fixtures, or equipment that is under warranty. (g) Repair and replace, as necessary, any portion of the Ballpark, its furniture, fixtures, or equipment that is damaged or destroyed by Landlord or any other third party who uses the Ballpark through Landlord, including all patron seats in the Ballpark. (h) Keep and maintain in good repair and condition the sprinkler heads of the irrigation system. (i) (j) Clean and re-aim the lighting fixtures in the lighting towers as necessary. Repair or replace as necessary all field wall pads and the outfield fence.

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(k)

Keep and maintain in good repair and condition the foul ball screen.

(1) -Nothing set forth in this Section 12.2 shall restrict Landlord from the use of the Capital Replacement and Improvement Fund in Section 4.2 above for replacement and improvement of capital items. Section 12.3. Soecific Item. Attached hereto as Exhibit C is a list of specific items relating to repair and maintenance of the Ballpark.' To the extent that Exhibit C is in coriflict with any other section of this Lease, Exhibit C shall control. For the purposes of determining responsibility for repair and replacement, all items listed in Exhibit C are capital items with the . exception of Speaker System Tuning, Press Box Telephone Lines, and Skybox Telephone Lines, which items are not capital items. Furthermore, the' conduit and cabling for telephone service into the Ballpark and the office telephone lines are hereby designated capital items and are to be repaired and maintained by Landlord. Section 12.4. Self-Help. In the event the Landlord or the Tenant, as applicable, fails to maintain or repair all or any of the portions of the Ballpark or furnishings, fixtures and equipment in or on the Ballpark as otherwise required by this Lease, the other party shall be entitled, in the discretion of such party, to undertake such maintenance or repairs and be reimbursed by the responsible party in an amount equal to the' reasonable costs incurred, including out-of-pocket and labor costs, if any. The right of self-help of the Landlord or the Tenant, as applicable, as to the collection of trash and debris shall be exercisable immediately upon the failure of the responsible party to collect such trash and debris in a timely manner as provided in this Lease. The right of self-help of the Landlord or the Tenant, as applicable, as to any maintenance or repairs shall be contingent upon the failure of the responsible party to complete the maintenance or repairs within ten (10) business days after receiving written notice from the other party of the existence of the condition requiring maintenance or repairs and of the intention of the other party to exercise the right of self-help, unless the maintenance or repairs are of a nature that ten (10) business days are not sufficient time in which to reasonably complete the maintenance or repairs. If ten (10) business days are not sufficient time, the party seeking to exercise the right of self-help may nonetheless undertake such action unless the responsible party initiates maintenance or repair efforts within the ten (10) business day period and thereafter diligently carries out to completion the required maintenance or repairs. Notwithstanding anything in this Lease which may be to the contrary, a party determining in the discretion of such party to exercise the self-help provisions of this section shall, upon reimbursement for reasonable costs incurred, be entitled to no other remedy arising from the failure of the Landlord or Tenant, as applicable, to perform the maintenance or repairs required by this Lease. Notwithstanding the above, the Landlord may exercise self-help without any prior written notice to the Tenant if the Landlord determines that a public safety situation exists. Any amounts expended by Tenant pursuant to this Section 12.4 may, upon agreement ofthe parties, be deemed to be a Rent Credit as the term is utilized in Section 4.1. .

ARTICLE 13 ALTERATIONS AND CAPITAL IMPROVEMENTS

Settn~11113.1. By Landlord, The Landlord
27

shall, at Landlord

expense,

make all

necessary alterations and improvements to the Capital Assets of the Premises after the Completion Date so as to continue the condition of the Facility as a first class Facility in comparison with the facilities of competitive teams in Tenant's league, provided such alterations and capital improvements shall comply with the National Association's Double A ("AA") standards. Alterations and improvements to the Capital Assets that materially affect the Tenant's use and occupancy of the Ballpark shall be subject to the prior written approval of the Tenant, which shall not be unreasonably withheld. Landlord may draw from the Capital Replacement and Improvement Fund described in Section 4.2 above for such alterations and capital improvements, provided that Landlord's obligation to bear such expense shall not be limited to the balance of said fluid. . Section 13.2. Bv Tenant. The Tenant may make alterations and improvements to the Capital Assets of the Premises after the Completion Date at Tenant's expense or by draw from the Capital Replacement and Improvement Fund described in Section 4.2 above, subject to prior consultation with the Landlord. Landlord shall pay all costs of alterations and improvements to Capital Assets by reimbursement to Tenant or through a Rent Credit at the election of Tenant. Consistent with the status of the Facility as a municipally owned Facility, all alterations and improvements to Capital Assets, whether paid for at Landlord or Tenant's expense or from the Capital Replacement and Improvement Fund, shall inure to the benefit of and become the sole property of the Landlord, with the exception of trade fixtures, which shall inure to the benefit of Tenant. Section 13.3. Natnonal Asocnation Reguirement9. The Tenant shall provide written notice to the Landlord of any alterations and capital improvements to the Ballpark required to meet new National Association Double A ("AA") standards adopted after the date of this Lease and applicable to teams playing at the same professional baseball classification level as the Tenant and in a ballpark of the same or greater age as the Ballpark. If within fifteen (15) calendar days the Landlord fails to respond or declines to make such alterations and capital improvements, then the Tenant shall apply to the National Association or the Commissioner of the Major Leagues, as applicable, using best efforts to obtain a waiver, exemption or variance from such new standards. The Tenant shall inform the Landlord, in writing, of the determination by the National Association or the Commissioner of the Major Leagues on the waiver, exemption or variance application. If the waiver, exemption, or variance application is denied, then Tenant shall notify Landlord. If within five (5) calendar days Landlord fails to respond or declines to make such alterations and improvements, then Tenant at its sole discretion may upon prior notice to Landlord take such action as it deems necessary to remedy the problem, including but not limited to making alterations and improvements to the Capital Assets as set forth in Section 13.2 above or terminating the Lease as of a date no sooner than the last day of the sixth (6th) month following the issuance of notice to the Landlord. After the Tenant provides such notice to terminate the Lease to the Landlord, the Landlord shall have no right to reinstate this Lease without the written approval of the Tenant, which approval shall be exercised in the sole discretion of the Tenant.

28

ARTICLE 14 FINANCIAL REPORTS AND RECORDS Seeino!!}4.1. Periodic Reports. 1 The Tenant shall furnish such periodic reports and documentation as may be reasonably required by the Landlord in order to evidence the performance of the obligations of the Tenant pursuant to the Lease, including the calculation of Rent, the number of Paid Admission Tickets and Complimentary Tickets, Concessions for Landlord Events, and costs incurred by Tenant for Landlord Events. All such reports and documentation shall be at the sole expense of the Tenant.
Sectnon 14.2. Maintenance of Books and Records. The Tenant shall at all times keep and maintain at the Ballpark or some other place for safekeeping complete and accurate books and records which are necessary to support the calculations set forth in Section 14.1. The Tenant shall preserve these books and records for a period of at least three (3) years after the end of each Tenant Season.

Section 14.3. Survival. .expiration of this Lease.

The provisions of Article 14 shall survive the termination or

ARTICLE 15 INSURANCE In addition to the requirements of Section 3.1 hereof, at all times during the Term, the Tenant shall, at Tenant's expense, procure and thereafter maintain the insurance specified in this Article with insurance companies acceptable to the Landlord and licensed to do business in the State of Ohio. The terms, conditions and amount of all such insurance shall be subject to the prior review and approval of the Landlord. Unless otherwise agreed to by Landlord, such insurance shall be provided by carriers that possess an A policyholder's rating or better and a minimum Class VII financial size category as listed at the time of issuance by A.M. Best Insurance Reports. A copy of each policy, together with a receipt and certificate of insurance indicating payment by the Tenant of the insurance premium on the policy, shall be promptly submitted to the Landlord. In the event of a loss which may be covered by any policy of insurance, the Tenant shall submit to the Landlord a copy of the proof of claim at the time the Tenant submits the claim to the insurance carrier. All such insurance shall contain an endorsement giving the Landlord not less than sixty (60) days' prior written notice of any cancellation or material alteration and, with the exception of workers' compensation insurance, shall include the Landlord as an additional insured. The cost of security-related insurance shall be borne by Landlord through the Rent credit in Article 4 above. Without limiting the generality of the foregoing:
SectnOl!l 15.1. Insurance,

(a) Workers' Compensation Insurance. The Tenant shall procure and maintain workers' compensation insurance providing statutory limits regardless of the number of employees.
29

The Tenant shall procure and maintain comprehensive general liability insurance, including but not limited to the following coverage parts: premises/operations; products and completed operations; contractual; independent contractors; broad form property damage; liquor liability; host liquor liability; and personal injury, including coverage for false arrest, false imprisonment, malicious prosecution, libel, slander, defamation and advertising. Such insurance shall contain limits approved from time to time by the Landlord but in no event less than a combined single limit of Two Million Dollars ($2,000,000) per person and Five Million Dollars ($5,000,000) per occurrence for bodily injury and property damage liability, FiveHundred Thousand Dollars ($500,000) per person for personal injury, and Five Thousand Dollars ($5,000) per person for medical payments coverage. The Landlord shall be named as an additional insured. Primary, excess, and umbrella policies may be used to obtain these coverage limits. As to those comprehensive general liability insurance coverage parts for independent contractors and host liquor liability, the Tenant may cause its independent contractors to procure and maintain such coverage on behalf of the Tenant and the Landlord. The insurance shall cover Tenant's contractual liability for indemnification under this Lease.
(b) Liability Insurance.

(c) Automobile Insurance, The Tenant shall procure and maintain automobile liability and coverage for bodily injury and property damage with a combined single limit per accident of Two Million Dollars ($2,000,000).
(d) Hazard Insurance. The Tenant shall procure and thereafter maintain a policy or policies of fire and extended coverage insurance on the Ballpark, and other facilities located on the Premises and having replacement values in excess of Fifty Thousand Dollars ($50,000). Such insurance shall be on an actual cash value basis, and with insurance companies licensed to do business in the State of Ohio. The Landlord shall be named as an additional insured.

(e) Replacement Insurance. The Tenant shall procure and maintain insurance for ,the full replacement value of the scoreboard, the Concessions equipment and any other equipment referred to on the Plans and Specifications at commercially reasonable rates. Other Insurance. At the Landlord's request, the Tenant shall procure and maintain such other insurance that is or may become customary or available for protection against claims, liabilities and losses connected with the Tenant's use or occupancy of the Premises.
(f) Sectnon15.2. LandBord Events. For all Landlord Events, the Landlord shall, at Landlord's expense, procure and,thereafter maintain the insurance specified in this Article with insurance companies acceptable to the Tenant and licensed to do business in the State of Ohio. The terms, conditions and amount of all such insurance shall be subject to the prior review and approval of the Tenant. Unless otherwise agreed to by Tenant, such insurance shall be provided by carriers that possess an A - policyholder's rating or better and a minimum Class VII financial size category as listed at the time of issuance by AM. Best Insurance Renorts. A copy of each policy, together with a receipt and certificate of insurance indicating payment by the Landlord of the insurance premium on the policy, shall be promptly submitted to the Tenant prior to the Landlord Event. In the event of a loss which may be covered by any policy of insurance, the Landlord shall submit to the Tenant a copy of the proof of claim at the time the Landlord submits

30

the claim to the' insurance carrier. All such insurance shall contain an endorsement giving the Tenant not less than sixty (60) days' prior written notice of any cancellation or material alteration and, with the exception of workers' compensation insurance, shall include the Tenant as an additional insured. Without limiting the generality of the foregoing: (a) Workers' Compensation Insurance. The Landlord shall procure and maintain workers' compensation insurance providing statutory limits regardless of the number of employees. . . (0) Liability Insurance, The Landlord shall procure and maintain comprehensive general liability insurance, including but not limited to the following coverage parts: premises/operations; products and completed operations; contractual; independent contractors; broad form property damage; liquor liability; host liquor liability; and'personal injury, including coverage for false arrest, false imprisonment,. malicious prosecution, libel, slander, defarriation and advertising. Such insurance shall contain limits approved from time to time by the Tenant but in no event less than a combined single limit of Two Million Dollars ($2,000,000) per person and Five Million Dollars ($5,000,000) per occurrence for bodily injury and property damage liability, Five Hundred Thousand Dollars ($500,000) per person for personal injury, and Five Thousand Dollars ($5,000) per person for medical paymentscoverage. The Tenant shall be named as an additional insured. Primary, excess, and umbrella policies may be used to obtain these coverage limits. As to those comprehensive general liability insurance coverage parts for independent contractors and host liquor liability, the Landlord may cause its independent contractors to procure and maintain such coverage on behalf of the Landlord and the Tenant. The insurance shall cover Landlord's contractual liability for indemnification under this Lease. (c) Other Insurance. At the Tenant's request, the Landlord shall procure and maintain such other insurance that is or may become customary or available for protection against claims, liabilities and losses connected with the Landlord's use or occupancy of the Premises for Landlord Events. Section 15.3 Waiver of Subro1!atiQill. Landlord and Tenant agree that all insurance policies against loss or damage to property and business interruption or rent loss, and all liability insurance policies required hereunder, shall be endorsed to provide that any release from liability of, or waiver of claim for, recovery from the other party entered into in writing by the insured thereunder prior to any loss or damage shall not affect the validity of said policy or the right of the insured to recover thereunder. Such insurance policies shall further provide that the insurer waives all rights of subrogation which such insurer might have against the other party. Without limiting any release or waiver of liability or recovery contained in any other section of this Agreement, but rather in confirmation and furtherance thereof, each of the parties hereto waives all claims for recovery from the other party for any loss or damage to any of its property or damages as a result of business interruption, rent loss or other liability insured under valid and collectible insurance policies required by this Lease to the extent of any recovery collectible under such insurance policies. .

31

ARTICLE 16
INDE"MNl}{ICATION Section 16.1. ObH~atiol!1to Indemn~fy .To the fullest extent permitted by law, the Tenant shall indemnify and save harmless the Landlord and the Landlord's officers, employees, agents and contractors (hereinafter "Indemnitees") against and from all liabilities, suits, obligations, fines, damages, penalties, losses, claims, costs, charges and expenses,. including, without limitation, attorneys' fees and disbursements (hereinafter collectively referred to as "Charges"), which may be imposed upon or asserted against or reasonably incurred by the Indemnitees arising as a result of or in connection with the acts or omissions of the Tenant or the Tenant's officers, employees, players, agents, assigns, sublessees, contractors, concessionaires, sub-concessionaires, licensees and guests (other than members of .the public attending, as. a spectator, Professional Baseball Games or Tenant Events) (hereinafter the "Indemnitors"); provided, however, that this obligation shall not extend to Charges which may be imposed upon or asserted against or reasonably incurred by the Indemnitees arising as a result of or in connection with the acts or omissions of the Indemnitees. Without limiting the generality of the foregoing, but subject to the limitations on the Tenant's obligations as provided by the foregoing, this indemnity shall include, but not limited to:

(a)

Operation, Any act or omission of any Indemnitors pertaining to any use, non-

use, possession, occupation, alteration, repair, condition, operation, maintenance or management of the Premises; (b) Injury. Any accident, injury (including death) or damage to any person or property occurring in, on or about the Premises as a result of the acts or omissions of any Indemnitors; (c) Private Property Damage. Any claims or liabilities for loss or theft of, or damage to, any property located on the Premises of any of the following as a result of the acts or omissions of any Indemnitors: Indemnitors, employees and players of other teams playing Professional Baseball Games or Tenant Events, umpires, and members ofthe public or any other person attending Professional Baseball Games or Tenant Events;

[d)

Liens. Any lien or claim which may be alleged to have arisen against or on the

Premises of the leasehold interest of the Tenant as a result of the act or omissions of any Indemnitors; (e) S-ublease. Any and all liabilities, claims, and causes of action arising under the provisions of any occupancy, sublease, assignments, service contracts or other agreements of any Indemnitors affecting or relating to the Premises; (f) Indemnitor Default, Any failure on the part of any Indemnitors to keep, observe and perform any of the provisions of any agreements by the Indernnitors affecting the Premises; . and
32

(g) Rental, Any failure onthe part of the Indemnitors to pay rent or to keep, observe, perform or comply with any provision in this Lease, and the exercise by the Landlord of any remedy provided in this Lease with respect to such failure. (h) Use of Matters Subject to Copyright and Trademark. Should the Tenant, its agents or employees, use or allow the use of any copyrighted, trademarked or service marked composition, work or material, for any claim of infringement of such copyright, trademark or service work. Section 16.2. "Tenant's OMigatnolll to Defend. If any claim, action or proceeding is made or brought against any Indemnitee by reason of any event as to which the Tenant is required to indemnify any Indemnitee pursuant to this Article 16, then, upon demand by such Indemnitee, the Tenant, at its sale cost and expense, shall resist or defend such claim, action or proceeding in such Indemnitee's name, if necessary, by the attorneys for the Tenant's insurance carrier (if such claim, action or proceeding is covered by insurance), and otherwise by such attorneys as the Landlord shall approve. The Landlord agrees that in the event the Landlord is named as a party to the action, the Landlord will reasonably cooperate with the Tenant in the conduct of the proceedings. Section 16.3. Survival. expiration of this Lease. The provisions of this Article shall survive the termination or

Section 16.4. Notice to Tenant. Landlord shall provide detailed written notice to Tenant immediately whenever Landlord learns of any possible charges which could require Tenant to indemnify Landlord under the provisions of Article 16 including any litigation which could involve Landlord regarding the Ballpark. Failure to give notice shall not relieve Tenant of any obligation under this Article 16, unless the Tenant suffers actual harm as a result of Landlord's failure to provide notice. Section 16.5. Sovereign ImmunHty. Nothing shall be construed in this Lease as waiving Landlord's protection from liability as provided by Ohio law, chapter 2744 of the Ohio Revised Code, as amended or.interpreted by the courts from time to time. Section 16.6. Landlord's ComJ!}!iam:e with Law. Landlord shall at all times comply with applicable law relating to its initial agreement to this Lease, Landlord's ongoing obligations hereunder. and Landlord's financing of any funds necessary to satisfy its obligations under this Lease. By way of example and without limiting the foregoing, Landlord shall comply with the State of Ohio Sunshine Act, Public Records Act, and requirements for certification of available funds. Landlord shall indemnify, defend (by paying for all fees and expenses of attorneys chosen at the sole discretion of Tenant), and hold harmless to the extent permitted bv law Tenant, its successors, and assigns from any and all claim or allegation of a violation of applicable law. whether or not said claim or allegation takes the form of an action at law, an action in equity, a writ, a legislative action, or other action. In addition to Tenant's remedies set forth in Article 21, Tenant may obtain any relief in law or equity that is appropriate to the circumstances.

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ARTICLE 17 CASUALTY LOSS; CONDEMNATION Section 17:1. Casualty Loss. If the Ballpark shall be partially or totally damaged or destroyed by fire or other casualty not due to the negligence of Tenant or the Tenant's officers, agents or representatives, the Landlord, at Landlord expense, shall repair the damage out of the proceeds of insurance under Section 15.1. The Landlord shall use such proceeds to restore the Ballpark so much as such proceeds allow to substantially the condition existing immediately prior to such fire or other casualty. In undertaking any such work of repair and restoration, the Landlord shall proceed promptly and diligently to completion, subject to reasonable delays beyond the Landlord's control.
Sedim.117.2. Rent AdUustment dUl!rh~2 ReDan!" Period. During any period beginning with the occurrence of any damage or destruction by fire or other casualty which renders the Ballpark unfit or unusable for Tenant Home Games and Tenant Events and ending upon completion of the work or repair and restoration:

(a)

The rent payable under this Lease shall temporarily abate;

(b) The Tenant shall pay a reasonable rent for any part of the Premises which the Tenant elects to use during such period; and (c) The other obligations of the Landlord and the Tenant under this Lease shall be suspended to the extent appropriate in the light of the extent of the fire or casualty and the remaining part, if any, of the Premises being used bythe Tenant. Section 17.3. Condemnation . In the event that all or any material portion of the Ballpark is taken by the exercise of the right of eminent domain exercised by a governmental entity or pursuant to any other governmental order and such taking renders the Ballpark unfit or unusable for Tenant 'Horne Games, then this Lease shall terminate and expire on the date of such taking. In such event, the Tenant shall pay rent for the period oftime up until the date of taking; any obligation of the Tenant to pay rent for use of the Ballpark for the period of time commencing as of the date of taking shall cease. The Tenant shall have no right to any portion of any award granted with respect to such taking, except that the Tenant shall have the independent right to make a claim, to the extent such Claim may be then allowed by applicable law, against the condemnor for and retain any award based on the reasonable value of its leasehold interest in the Ballpark and of any improvements made to the Ballpark by the Tenant and for the expenses incidental to relocating from the Ballpark. For purposes of this Section, the "date of taking" means the date title to the Ballpark or the material portion taken is permanently vested in such governmental entity. Landlord agrees that during the Term of this Lease that it shall not institute any condemnation proceeding affecting the Ballpark.

34

ARTICLE 18

EVENTS OF DEFAULT
Section 18.1. By Tenant. Default under this Lease: Each of the following events shall constitute an Event of

(a) . if the Tenant shall fail to pay any installment of Rent and such failure shall continue for thirty (30) days after written notice from the Lan~lord to the Tenant; (b) if the Tenant shall fail to make any other payment required to be paid by the Tenant under this Lease for a period of thirty (30) days after written notice from the Landlord to the Tenant specifying such failure, other than any portions of such payment subject to a good faith dispute between the Landlord and the Tenant during the pendency of such dispute;
(c)

if there is an intentional material discrepancy by the Tenant in its books and

records; (d) if the Tenant shall fail to' observe or perform one or more of the other provisions of this Lease or any representation of the Tenant set forth in this Lease, and such failure or misrepresentation shall continue for a period of thirty (30) days after written notice by the Landlord to the Tenant specifying such failure (unless such failure requires work to be performed, acts to be done, or conditions to be removed which cannot by their nature reasonably be performed, done or removed, as the case may be, within such thirty-day period, in which case the Tenant may have such additional period of time as may be necessary to effectuate such performance by diligently prosecuting the same to completion, but in any event not longer than 12 months); (e) if the Tenant shall admit, in writing, that it is unable to pay its debts as such become due or shall make an assignment for the benefit of creditors; (f) if the Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Tenant or of all or any substantial part of its properties or of any interest of the Tenant in the Premises; (g) if within ninety (90) days after the commencement of any proceeding against the Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, the Tenant shall not have taken reasonable steps to have such proceedings dismissed, or if, within ninety (90) days after the appointment of any trustee, receiver or liquidator of the Tenant or of all or any substantial part of its properties or of any interest of the Tenant in the Premises, the Tenant shall not have taken
35

reasonable steps to have such appointment vacated or stayed on appeal or otherwise, or if, within thirty (30) days after the expiration of any such stay, such appointment shall not have been vacated; . (h) if the Tenant shall abandon the Premises and such abandonment shall continu~ for a period of thirty (30) days; (i) if this Lease or the estate of the Tenant hereunder shall be assigned, leased, transferred, or encumbered without an approval of the Landlord requited by this Lease or without compliance with the applicable provisions of this Lease;

G) if a levy under execution or attachment shall be made against the Tenant or its property (that would have an impact in its ability to perform under the Lease) and such execution or attachment shall not be vacated or removed by court order, bonding or otherwise within a period of ninety (90) days; or
(k) Leagues. if the Tenant shall fail to maintain the Franchise or affiliation with the Major

Section 18.2. By Landlord. It shall constitute an Event of Default under this Lease if the Landlord shall fail to observe or perform one or more of the provisions of this Lease, and such failure shall continue for a period of thirty (30) days after written notice by the Tenant to the Landlord specifying such failure (unless such failure requires work to be performed, acts to be done, or conditions to be removed which cannot by their nature reasonably be performed, done or removed, as the case may be, within such thirty-day period, in which case the Landlord may have such additional period of time as may be necessary to effectuate such performance by diligently prosecuting the same to completion, but in any event not longer than 12 months). Section 18.3. Terminatnon of Lease in Event of Default by Tenant. If an Event of Default by the Tenant shall occur, the Landlord, at any time thereafter, at its option, may give written notice to the Tenant stating that this Lease shall expire and terminate on the date specified in such notice, which date shall be not less than twenty (20) days after the giving of such notice with respect to any Event of Default. Thereafter, this Lease and all rights of the Tenant under this Lease shall expire and terminate on the date specified in the notice as if that date were the date definitely fixed in this Lease for the expiration of the Term, and the Tenant shall immediately quit and surrender the Premises. Following such surrender of the Premises, the Tenant shall remain liable to the Landlord for damages to the Landlord resulting from the Event of Default. Section 18.4. Re-elmtry by LandDord on Terminatnoll. If this Lease shall be terminated by summary proceedings, or otherwise, the Landlord may re-enter and repossess the Premises pursuant to applicable law. Section 18.5. No Re!!!1statement of Term. No receipt of monies by the Landlord from. the Tenant after termination of this Lease, or after the giving of any notice of termination of this Lease (unless such receipt is before the termination date set forth in the notice and cures the Event of Default which was the basis for the notice), shall reinstate, continue or extend the Term
36

or affect any notice previously given to the Tenant or operate as a waiver of the right of the Landlord to recover possession of the Premises. Section 18.6. Alternate Remedies of the Landlord. Unless the remedies provided in Section 12.4 are being pursued, in the event of any Event of Default or threatened breach of any of the provisions of this Lease, the Landlord shall be entitled to enjoin such Event of Default or threatened breach and shall have the right to invoke any rights and remedies allowed at law or in equity (including specific performance) or by statute or otherwise as though re-entry, summary proceedings, and other remedies were not provided for in this Lease. Section 1S.7. A!ternate Remedies of Tenant Unless the remedies provided in Section 12.4 are being pursued, in the event of any Event of Default or threatened breach of any of the provisions of this Lease, the Tenant shall be entitled to enjoin such Event of Default or threatened breach and shall have the right to invoke any rights and remedies allowed at law or in equity (including specific performance) or by statute or otherwise. Section 18.3 . Rights and Remedies Are Cumulative . Unless the remedies provided in Section 12.4 are being pursued, each right and remedy of the Landlord and the Tenant provided for in this Lease shall be cumulative and not exclusive and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity (including specific performance) or by statute or otherwise. Unless the remedies provided in Section 12.4 are being pursued, the exercise or beginning of the exercise by the Landlord or the Tenant of anyone or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Landlord or the Tenant of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. Sedion 18.9. Landlord Protect~oJ!l for Tenant Bankruptcy. If an order for relief is entered or if a stay of proceeding Of other act becomes effective in favor of the Tenant or the Tenant's interest in this Lease in any proceeding which is commenced by or against the Tenant under the present or any future federal Bankruptcy Code or any other present or future applicable federal, state or other statute or law, the Landlord shall be entitled to invoke any and all rights and remedies available to it under such bankruptcy code, statute, law or this Lease, including, without limitation, such rights and remedies as may be necessary to adequately assure the complete and continuous future performance of the Tenant's obligations under this Lease. Section 18.10. Mitigatiolll of Damages In the event of default by the Tenant, the Landlord shall mitigate its damages, including, but not limited to, taking reasonable steps to secure the relocation of team with the National Association of at least a minimum qualification of Class" A" or better.

37

ARTICLE 19 TRANSFER OF TENANrS INTEREST

Section 19.1. Tenant Right of Assianment . The Tenant shall be entitled to assign this Lease to any parent, subsidiary, affiliate, or successor in interest which, due to merger, consolidation, or transfer of securities or assets, acquires all or substantially all of the Tenant's assets. The Tenant shall also be entitled to assign its rights under this Lease to any third party approved by the National Association as an o-wnerassignee of a single "A" professional baseball team with a franchise and league affiliation in the National Association at a level equal to or greater than that held by the Tenant at the time of such assignment, so long as such o-wner:(a) agrees to assume all of the rights and obligations of the Tenant under this Lease, and (b) demonstrates to the reasonable satisfaction of the Landlord that the owner is financially capable of assuming all of the rights and obligations of this Lease, and is not a Prohibited Person. Tenant shall provide written notice to Landlord of its intent to assign this Lease. Other than as set forth in this Section, the Tenant shall not be entitled to assign this Lease without the express written consent of the Landlord, which may be withheld for any reason. No assignment shall in any way relieve or excuse the Tenant from any of the Tenant's obligations under this Lease prior to the effective date of the assignment. Following the assignment, the Tenant shall thereafter be released of any liability arising under this Lease after the date of such assignment, unless such liability is based on events, activities, circumstances, acts or omissions occurring prior to the date of such assignment.

Landlord and tenant ac1rnowledgeand agree that the Tenant's right to assign its rights under this Lease as set forth above is reflective of and consistent with commercial and business practice and necessity, particularly that surrounding the operation of a minor league, Single A professional baseball franchise affiliated with the Major Leagues such as the Tenant's Franchise, and in no way implies that Landlord and Tenant are engaged in a joint venture, partnership or similar endeavor or that there is a union of capital or property of the Landlord and Tenant. Section 19.2. Prohibited Transfers. Except as explicitly authorized in Section19.1, the Tenant shall not _permit, suffer or enter into an assignment, sublease, transfer, sale, conveyance, syndication or other disposition of any kind whatsoever (hereinafter collectively referred to as a "Transfer") of any of the Tenant's interest in this Lease or the leasehold estate established in this Lease, -without the prior written approval of the Landlord. Such approval of the Landlord to a Transfer shall not be unreasonably withheld. All provisions of this Lease shall be binding upon the person to whom or to which an approved Transfer is made. Except as explicitly provided in Section 19.1, no Transfer shall in any way relieve or excuse the Tenant from any of the Tenant's duties, obligations, responsibilities, covenants and requirements under this Lease.

38

ARTICLE 20
MlSCELLANEOUS Section 20.1. Nondiscrimination. The Tenant shall not discriminate on the basis of race, creed, color, sex, age, religion, handicapped status or national origin with respect to use and occupancy of the Premises. Section 20.2. "Compliance with Applicable Law. (a) In connection with the occupancy and use of the Premises, the Tenant shall, at Tenant's expense, comply with all present and future laws, ordinances, codes, orders and regulations of any lawful authority having jurisdiction over the Premises. The Tenant shall not use or occupy, nor permit or suffer the Premises to be used or occupied: (i) for any unauthorized, unlawful, illegal, disreputable, dangerous, noxious or hazardous business, use or purpose; (ii) in such manner as to constitute a nuisance of any kind (public or private); (iii) in violation of any licenses or permits pertaining to the Premises or activities and events on the Premises; (iv) ina manner which causes or results in any waste on the Premises; (v) for any purpose or in any way in violation of the certificates of occupancy or of any laws, ordinances, orders or regulations of any lawful authority having jurisdiction over the Premises; or (vi): in a manner which may make void or voidable any insurance then in force on the Premises. Upon the discovery of any such unauthorized, unlawful, illegal, disreputable, dangerous, noxious, hazardous or other improper use, the Tenant shall immediately take all necessary steps, legal and equitable, to compel the discontinuance ofsuch use. (b) In connection with the occupancy and use of the Premises for Landlord Events, the Landlord shall, at Landlord's expense, comply with all present and future laws, ordinances, codes, orders and regulations of any lawful authority having jurisdiction over the Premises. The Landlord shall not use or occupy, nor permit or suffer the Premises to be used or occupied: (i) for any unauthorized, unlawful, illegal, disreputable, dangerous, noxious or hazardous business, use or purpose; (ii) in such manner as to constitute a nuisance of any kind (public or private); (iii) in violation of any licenses or permits pertaining to the Premises or activities and events on the Premises; (iv) in a manner which causes or results in any waste on the Premises; (v) for any purpose or in any way in-violation of the certificates of occupancy or of any laws, ordinances, orders or regulations of any lawful authority having jurisdiction over the Premises; or (vi) in a manner which may make void or voidable any insurance then in force on the Premises. Upon the discovery of any such unauthorized, unlawful, iIIegal, disreputable, dangerous, noxious, hazardous or other improper use, the Landlord shall immediately take all necessary steps, legal and equitable, to compel the discontinuance of such use. Sectnon 20.3. Cooperative Efforts. This Lease shall be liberally construed in order to promote a harmonious relationship between the parties with regard to the construction, occupancy and use of the Premises. The Tenant accepts the relationship of trust and confidence established between the Tenant and the Landlord by this Lease. The Tenant covenants with the Landlord to furnish its best skill and judgment and to fully and effectively cooperate with the Landlord to accomplish the purposes and objectives of this Lease. If a problem arises that this
39

Lease does not directly or indirectly address, the Tenant and the Landlord agree to work with one another to determine a mutually satisfactory solution. The Landlord and the Tenant agree to meet from time to time during the Term upon written request of either party to review the provisions of this Lease. Sectnon 20.4. Amendment . No alteration, amendment, change or addition to this Lease shall be binding on either party unless reduced to writing and signed by each party. Section 20.5. Waiver. No failure by the Landlord or the Tenant to insist upon the strict performance of any provision of this Lease or to exercise any right or remedy upon a breach of such provision, and no acceptance of full or partial rental payment by the Landlord during the continuance of any such breach, shall constitute a waiver of any such breach or of such provision. No provision of this Lease to be performed or complied with by the Tenant, and no breach of such provision, shall be waived, altered or modified except by a written instrument executed by the Landlord or the Tenant, as applicable. No waiver of any breach shall affect or alter this Lease, but each and every provision of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach. Section 20.6. Agency. Nothing in this Lease is intended or shall be interpreted to (i) create a joint venture or partnership between the Landlord and the Tenant, (ii) make the Landlord the partner of the Tenant or constitute either the agent of the other, (iii) make either party in any way responsible for the debts, losses, duties, obligations, responsibilities or liabilities of the other party or (iv) provide for a union of the capital or property of the parties. 'Without limiting the generality of the foregoing, the Landlord and the Tenant agree that in respect to use and occupancy of the Premises by the Tenant, the operation of Concessions, and all other activities and services of the Tenant pursuant to this Lease, the Tenant shall be acting as a lessee and independent contractor. The Tenant agrees that it will not represent to anyone that its relationship to the Landlord under this Lease is other than as a lessee and independent contractor. Section 20.7. No Third Party Beneficiaries. The Landlord and the Tenant acknowledge and agree that neither intends this Lease to confer direct benefits upon any persons other than themselves, that any benefits other persons may receive are purely incidental, and that neither intends to confer any contractual or other rights, including the right to enforce all or any portion of this Lease, upon anysuch persons. Section 20.8. Encumbrances , Prior to the Completion Date, the Landlord shall not permit any construction liens or other encumbrances or liens to exist against the Premises. The Landlord within thirty (30) days of any such lien or encumbrance being asserted against the Premises or the leasehold interest of the Tenant, shall either cause the same to be released of record or obtain title insurance coverage satisfactory to the Tenant in the respect to such lien or encumbrance and proceed diligently to contest the same ill good faith. Subsequent to the Completion Date, the Landlord and the Tenant shall not permit any construction liens or other encumbrances or liens to exist against the Premises or the leasehold interest of the Tenant. The Tenant or the Landlord, as applicable; within thirty (30) days of any such lien or encumbrance being asserted against the Premises or the leasehold interest of the Tenant, shall either cause the same to be released of record or obtain title insurance coverage satisfactory to the other in the 40

respect to such lien or encumbrance and proceed diligently to contest the same in good faith. Section 20.9. Public Address Announcements. The Tenant agrees to make a reasonable number of public address announcements, at no cost to the Landlord, as to Landlord Events to be held in the Ballpark, and other events and activities to be held at other public facilities. The timing and duration of the public address announcements shall be at the Tenant's sale discretion. Section 20.10. Fireworks. The parties recognize that firework displays are customary outdoor entertainment' in conjunction with Professional Baseball Games. Therefore, firework displays may be held in the Ballpark prior to 11:00 p.m. Section 20.11. Cost of Comnliance. Except where otherwise explicitly provided in this Lease, the Tenant shall bear the sole cost and expense of complying with and performing all of the duties and obligations of the Tenant under this Lease, and the Landlord shall bear the sole cost and expense of complying with and performing all of the duties and obligations of the Landlord under this Lease. Section 20.12. Exercise of Landlord's Righ1l:s. All rrights, privileges, duties and obligations of the Landlord pursuant to this Lease may be performed or exercised, as the case may be, either by the Landlord (and the officers and employees of the Landlord) directly, or by any designees, agents, independent contractors, assignees, successors, or other persons or entities selected by the Landlord. Sect~on 20.13. La!!uHord's Sane of Premises. Landlord may sell, mortgage, or otherwise dispose of the Ballpark, provided that any such disposition must be subject to the terms of this Lease, and further provided that Tenant shall have a right offirst refusal. Section 20.14. Performance of Government Functions. Notwithstanding anything in this Lease which may be to the contrary, nothing contained in this Lease shall in any way estop, limit or impair the Landlord from exercising or performing any regulatory, policing, legislative, governmental or other powers or functions with respect to the Premises or otherwise, including, . by way of illustration but not limitation, inspection of the Premises in the performance of such functions. However, the Landlord agrees that during the Term of this Lease that it shall not exercise the power of eminent domain with respect to the Premises. Section 20.15. SeverabiHity. If any provision of this Lease or its application to any person or circumstances shall, to any extent be or become invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. Each provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. The Landlord and the Tenant agree to substitute such provision of this Lease or the application thereof determined to be invalid. or unenforceable, such other provision as most closely approximates, in a lawful manner, such invalid, illegal or unenforceable provision. If the Landlord and the Tenant cannot agree, they shall apply to a court of competent jurisdiction to substitute such provision as the court deems reasonable and judicially valid, legal and enforceable. Such provision determined by the court shall automatically be deemed part of this
41

Lease as of the- date the provision of this Lease or application thereof which such provision replaces was determined to be invalid or unenforceable. Section 20.16. Choice of Law, This Lease shall be governed by - and construed in accordance with the laws of the State of Ohio. Any litigation arising out of this is Lease shall be brought in courts sitting in Lake County, Ohio. - Section 20.17. Bindung Effect. All benefits, privileges, burdens, obligations and duties created by this Lease shall bind, attach and inure to the benefit and burden of the successors and assigns of the Landlord and the Tenant. This Section shall not be interpreted so as to confer any 'independent right in the Tenant to convey, transfer or assign any such benefits, privileges, burdens, obligations and duties. Section 20.1S. Notice. Except where oral notice has been explicitly provided for in this Lease, any notice required to the Landlord or the Tenant by the terms of this Lease shall be in writing and be deemed given and received 3 days from the date of the mailing of such notice in writing to the Landlord or the Tenant, as the case may be, provided such notice is transmitted by certified or registered mail, return receipt requested, postage prepaid, and addressed to the party due such notice as shown: To the Landlord: The City of Eastlake Attention: Mayor Dan DiLiberto 35150 Lakeshore Blvd. P.O. Box 7100 Eastlake, OR 44097 The City of Eastlake Attention: Director of Law 35150 Lakeshore Blvd. P.O. Box 7100 Eastlake,OH-44097 Cascia, LLC c/o Rita M. Carfagna, President 25800 Science Park Dr., Suite 200 Beachwood, OR 44122 NICOLA, GUDBRANSON & COOPER, LLC Attn: L. James Juliano, Jr., Esq. Landmark Office Towers Republic Building, Suite 1400 25 West Prospect Avenue Cleveland, OR 44115-1048

With a copy to:

To the Tenant:

With a Copy to:

The parties shall, by written notice to the other party, each have the right to change the person and address to which notices are to be sent.

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Sectnon 20.19. Headings. The table of contents and all headings that appear after article and section numbers in this Lease are included for convenience only and shall not affect the construction or interpretation of the provisions of this Lease. Sedion 20.20. Entire Agreement. This Lease contains and represents the entire and integrated agreement between the Landlord and the Tenant and supersedes all prior negotiations, representations or agreements, whether written or oral. There are no promises, agreements, conditions, inducements, warranties or understandings, written or oral, express or implied, between the parties other than as set forth or referenced in this Lease. Section 20.21. ControHing Document. To the extent that this Lease is inconsistent with any other agreement between Landlord and Tenant, this Lease shall control.
Section 20.22. Arbitration.

(a) Lease.

This Section 20.22 applies only to disputes that arise out of Article 3 of the

(b) If a dispute arises from or relates to the Completion Date and/or the issuance of the Certificate of Substantial Completion as set forth in Section 3.5 above, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules to be completed no later than ten (10) calendar days after the dispute has arisen before resorting to arbitration. (c) Any unresolved controversy or claim arising from or relating to Section 3.5 or other provisions of Article 3 of this Lease or breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules before a single arbitrator chosen in accordance with said rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof If the parties agree..a mediator involved in the parties' .mediation of Section 3.5 issues may be asked to serve as the arbitrator. (d) The requirements of filing a notice of claim with respect to the dispute submitted to mediation shall be suspended until the conclusion of the mediation process. (e) Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy). Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents on which the producing party may rely in support of or in opposition to any claim or defense. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator,
43

(f)

which determination shall be conclusive. following the appointment of the arbitrator.

All discovery shall be completed within 45 days

(g) At the request of a party, the arbitrator shan have the discretion to order examination by deposition of witnesses to the extent the arbitrator deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three per party and shall be held within 30 days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six hours duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information. (h) The award shall be made within nine months of the filing of the notice of intention to arbitrate (demand), and the arbitrator shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement ofthe parties or by the arbitrator if necessary. (i) The arbitrator shall have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute.

CD The arbitrator may determine how the costs and expenses of the arbitration (including the court reporter, if any) shall be allocated between the parties, but they shall not award attorneys' fees. Each party shall bear its own attorney fees.
(k) (I) The award of the arbitrator shall be accompanied by a reasoned opinion. The award shall include a breakdown as to specific claims.

(m) Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. .
Sectnon 20.23. Force JVIajeui'c. No party shall be liable to any other party under this Lease for a failure or delay in performing all or part of a party's obligations hereunder to the extent that such delays or failures result, directly or indirectly, from Force Majeure causes. Sectaon 20.24. RecoR"d.~ng. Recording of this Lease is prohibited except as allowed in this paragraph or as required by law. At the request of any party, the parties shall promptly execute and record, at the cost of the requesting party, a short form memorandum describing the Real Property and stating this Lease's Term and other information the parties agree to include. Sect~OB1 20.25. Liquor License, Landlord shall use its best efforts to assist Tenant in . securing an Alcoholic Beverage Control License for the Facility for beer, wine, and liquor to be served on the Premises until 2:00 AM year-round; provided that any fees incurred by the Landlord, including the cost of acquiring a license and any annual renewal fees, will be the responsibility of the Tenant. The license may not be transferred by the Tenant and shall expire upon termination of the Lease.

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Section 20.26. Leasehold Impmvements. The Tenant during the Term of the Lease may malee, at its own cost and expense, any leasehold improvements to the Facility. Such improvements, when completed, shall, subject to this Lease, inure to the benefit of and become the property of the Landlord unless such improvements are trade fixtures, in which case such improvement shall be inure to the benefit and become the property of the Tenant. Seetoon 20.27. Estoppel Certificates Either party shall, at any time to time, upon not less than twenty (20) days' prior notice from the other party, execute, acknowledge and deliver to the other party a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications), and the dates to which the Rent and other charges have been paid in advance, and stating whether to the best knowledge of the signer of such statement the other party is in default in keeping, observing, or performing any covenant or agreement contained in this Lease and, if there is a default, specifying each default, it being intended that any such statement delivered pursuant to this Section may be relied upon by the other party or any actual or prospective purchaser or mortgagee of its estate, but reliance on such statement may not extend to any default as to which the signer shall have had no actual knowledge, after due inquiry. Section 20.23. Broker Each party represents to the other that it has dealt with no broker in connection with this Lease. Section 20.29 .. Financing Contingency This Lease is contingent upon Landlord obtaining binding commitments for financing, which commitments shall be satisfactory to Tenant in Tenant's sole discretion, for the funds set forth in the Budget, no later than June 30, 2002. If Landlord fails to satisfy this contingency, then Tenant shall have the right to declare this Lease to be null and void no later than thirty (30) days thereafter, and Tenant shall thereby cancel this Lease without right of recovery of damages from Landlord or any other obligation to Landlord. Landlord hereby waives and relinquishes any and all right to relief, whether legal, equitable, or otherwise, that may arise out of Tenant's cancellation of this Lease. Landlord indemnifies and holds harmless Tenant, to the extent permitted by law, from any an all claims of third parties arising out of said cancellation, and Landlord shall defend Tenant from any such claims, to the extent permitted by law, or in the alternative at the election of Tenant shall pay Tenant's costs of defending said claims, to the extent permitted by law (including but not limited to attorney fees and litigation costs). Section 20.30. Baseball Apl!noval. This Lease is contingent upon the final approval and continuing approval of Major League Baseball, the National Association of Professional Baseball Leagues, and the South Atlantic League or other Tenant's League to the terms and conditions of this Lease and the relocation ofthe Tenant from Columbus, Georgia to the City of Eastlake.

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//0./

ARTICLE

21

REMEDIES .Section 21.1. Default by the Tenant. If the Tenant is at any time in default in the observance of any terms and conditions of this Lease and if the Landlord shall have served notice in writing upon the Tenant specifying the default and requiring it to rectify the default, and the Tenant has failed to rectify the default within thirty (30) days after its receipt of such notice, the Landlord may, at its option, in addition to any other remedy available to it for breach of the particular term or condition: (a) Immediately terminate Premises as of its former estate; or this Lease, and re-enter and take possession of the

(b) Cure the default itself for the account of and at the cost of the Tenant, and the sum so expended or incurred by the Landlord shall be deemed to be Rent and shall on demand be paid by the Tenant within thirty (30) days after delivery to the Tenant of an invoice, and if not paid by the Tenant, be treated in the same manner and be subject to the same remedies as for nonpayment of the Rent payable pursuant to this Lease. If the default is, in the reasonable opinion of the Landlord, of such nature as to be incapable of being cured by the Landlord at the cost of the Tenant, then the Landlord may without further notice or demand on the Tenant at any time after the expiration of the thirty (30) day period above referred to, re-enter on the Premises, and repossess the Premises as of its former estate and this Lease shall be thereby determined. Sectfion 21.2. Bankruptcy by Tenant. If the Premises shall at any time be seized or taken in execution or in attachment by any creditor of the Tenant, or if the Tenant shall make an assignment for the benefit of creditors, or becoming bankrupt or insolvent, shall take the benefit of any act that may be in force for banlaupt or insolvent debtors, or an order shall be made winding it up or accepting the surrender of its charter, then, in every such case, the Term shall, at the option of the Landlord, become immediately forfeited and be terminated and the Landlord may re-enter and take possession of the Premises as of its former estate. Section 21.3. Indemnification by the Tenant. . The Tenant shall indemnify the Landlord against all costs and charges (including legal fees) lawfully and reasonably incurred in enforcing payment thereof and in enforcing any covenant, proviso or agreement of the Tenant herein contained and in obtaining possession of the Premises after default of the Tenant. Section 21.4. Terminatnon of Lease. If and whenever the Landlord is entitled to or does re-enter, the Landlord may terminate this Lease by giving notice thereof, and in such event the Tenant shall forthwith vacate and surrender the Premises. Section 21.5 Time is ofthe Essence. Time is of the essence of this Agreement.

46

Section i1.6 (a)

Deby L!CHlRdated Damages.

This Section 21.6 applies to delays of the Completion Deadline under Article 3.

(b) If in accordance of Article 3, the Completion Date occurs after the Completion Deadline (in accordance with Article 3, as may be extended pursuant to Change Order), then Landlord shall pay to Tenant (by direct payment or offset from amounts due under this Agreement) the following amounts (collectively, the "Delay Liquidated Damages"): (i) a lump sum payment of $10,000.00; (ii) a per diem payment of $5,000.00 per day from the Completion Deadline through and' including the Completion Date; and (iii) $125,000.00 per game for each scheduled home game missed until the Completion Date. The parties acknowledge and agree .that it is difficult or impossible to determine with precision the amount of damages that would or might be incurred by the Tenant as a result of Landlord's failure to achieve Completion Deadline. It is understood and agreed by the parties that (i) the Tenant shall be damaged by failure of Landlord to meet such obligations, (ii) it would be impracticable or extremely difficult to fix the actual damages resulting therefrom, (iii) any sums that would be' payable under this Section 21.6 are in the nature of liquidated damages, and not a penalty, and are fair and reasonable, and (iv) such payment represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from such failure, and shall, without duplication, be the sole and exclusive measure of damages with respect to any failure by Landlord to achieve the Completion Date on or before the Completion Deadline. The Delay Liquidated Damages are intended only to cover damages suffered by the Tenant as a result of delay and shall not be deemed to cover the cost of completion of the Project or damages resulting from defective materials or workmanship. Any extension of the Landlord Completion Deadline granted in accordance with the terms of this Agreement shall also be deemed a corresponding extension to , the specific dates referenced above in this Section. (c) With respect to each Contract bid by the Landlord, the Landlord and Construction Manager shall agree on an appropriate amount of liquidated damages to be asserted against the applicable Contractor for late completion of its Work. If liquidated damages are or should be assessed against any Contractor, and if Landlord has fully satisfied its obligation to Tenant set forth in Section 21.6(b), then the Tenant shall assign and transfer to Landlord all of the Tenant's rights, title and interest in and to such liquidated damages, and Landlord shall be entitled to collect payment for such liquidated damages on the Tenant's behalf. All amounts so collected by Landlord shall be paid by Landlord to Tenant; provided, however, that, to the extent that Landlord has paid Delay Liquidated Damages to Tenant, and the Landlord Delay Liquidated Damages have been paid in full, then if the Tenant and/or Landlord subsequently recover additional Delay Liquidated Damages from a Contractor, such amounts may be retained by Landlord. . Section 21.7. Other DefauU by the Landlord (a) This Section 21.7 applies to any default by the Landlord other than a default for which a remedy is provided by Section 21.6 above. (b) If the Landlord fails to perform any of its affirmative duties or obligations, the Landlord shall pay to the Tenant no later than thirty (30) days after incurred by Tenant:

47

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(1)

All reasonable expenses incurred by the Tenant in performing any of the Landlord's obligations under this Lease; All reasonable expenses incurred by the Tenant in obtaining alternative facilities for the exhibition of Professional Baseball Games; Damages for the loss of income that the Tenant expected to derive from the Premises; and All damages, costs and expenses (including without limitation, all legal fees and expenses) incurred by the Tenant in enforcing the terms of this Lease, or with respect to any matter or thing which is the obligation of the Landlord under this Lease, or in respect of which the Landlord has agreed to insure or to indemnify the Tenant.

(2)

(3)

(4)

ARTICLE 22 PRESERVATiON OF EXCLUSIVE

VIEWING RIGHTS

Sect~olT122.1. ExdlJive viewing rnght. Tenant owns and controls the exclusive right to limit the view of the Ballpark and all activities thereon to persons who have purchased tickets ("Exclusive Viewing Rights"). Landlord shall not interfere with Tenant's Exclusive Viewing Rights and shall cooperate and assist Tenant in the enforcement of same.

Section 22.2. Adjacent Iwoperties. Landlord shall prohibit any person from (a) the use of adjacent property for any structure that may provide a view of the Ballpark and its activities and (b) any other activity in violation of the Exclusive Viewing rights. Landlord shall enforce this prohibition by the exercise of its police, land use, and zoning powers and by the imposition of deed restrictions in the case of property owned by Landlord, provided that Tenant shall have the exclusive right within Tenant's sole discretion to waive its Exclusive Viewing Rights by granting prior written permission upon such terms and conditions that Tenant may impose.

ARTICLE 23 TRANSFER OF FRANCmSJE

Sectnolll 23.1 TransfeIr of Frall1cHinsc. Notwithstanding any other provision of this Agreement, and subject to Sections 18.2, 19.1, and 20.23, and further subject to Landlord's compliance with all obligations under this Lease, Tenant agrees as follows:

(a) Tenant shall not enter into any contract or agreement of any land to transfer Tenant's baseball franchise to a location other than the Ballpark. (b) Tenant shall not make any application to Tenant's League for approval to

48

transfer, or voteto approve transfer of Tenant's franchise to a location other than the Ballpark. (c) Tenant shall cause the Team, from and after the Completion Date and until the expiration of the Term of this Agreement (by lapse of time or otherwise), to play all of Tenant's League home games, home play-off games, and Tenant's League Championship home games at the Ballpark. (d) Tenant agrees that Landlord does not have an adequate remedy at law for breach of this Article 23. Tenant further agrees that in the event of a violation of this Article 23, Landlord shall be entitled to seek and obtain an injunction from a court of competent jurisdiction to enjoin any violation of this Article 23. IN WITNESS WHEREOF, the Landlord and the Tenant have respectively Lease as of the date indicated on the first page of this Lease. WITNESSES: signed this

TENANT: WITNESSES: CASCIA,LLC

STATE OF OIDO COUNTY OF LAKE

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PERSONALLY appeared before me, the undersigned witness, and made oath that slhe saw the within-named I~ fA. L b'! Ao , sign, seal and as its act and deed, deliver the within-written Agreement of Lease for the uses and, purposes therein mentioned, and

thats/hewiththeother witness subscribedbove a Q:cu;n

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PERSONALLY appeared before me, the undersigned witness, and made saw the within named RITA h Ll,{1lliY C A;.d? f Id:rN J." -:fIRE: S \\)f: tv\" , as its act and deed, deliver the within-written Agreement of Lease for the uses therein mentioned, and that s/he with the other witness subscribed above witnessed thereof.

oath that s/he sign, seal and and purposes the execution

SWORN to and~.sub~b~d before me this ~ day of 2002

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50

EXI-ITBITS
A
B

Real Property Description Facility Specifications Assignment of Responsibilities of Repair /Maintenance of Specific Items

SCHEDULES
3.2 4.1

Budget, including Sources of Funds, Costs of the Project, and Related Costs Rent Schedule .

51

EXHIBIT A REAL PROPERTY DESCRIPTION

52

. EXHffiITB FACILITY SPECIFICATIONS

(See Attached)

53

EXHIBIT A REAL PROPERTY DESCRIPTION

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February 7, 2002 LEGAL DESCRfiJTION 15.209 ACRES Situated in the City of Eastlake, County. of Lake and State of Ohio and lmown as being part of Original Willoughby Township Lot No. 10 in Card Tract and also being a part of Vinerest Subdivision as recorded in Volume F, Page 18 of Lake County Record of Plats, in said City and isbounded and described as follows: Beginning at a monument box at the intersection and Vine Street; Thence North 8924'32" point; of the centerlines of State Route 91 OF
35000 Kaiser Court; Willoughby. Ohio 440.94 . Telephone 440/95/-.9000 Fa.r 440/95/-7-487

EASTLAKE BALLPAR1( PROPERTY

East, along the centerline of Vine Street 630.24 feet to a

Thence South 0035'28" East, 30.00 feet to an iron pin found in the southerly line .of Vine Street at the westerly line of E"'ast355th Street;
. Thence South 0045'56"" East, along the westerly line of East 355th Street 28.99 feet to

an iron pin set, being the principal place of beginning of this description; COURSE I: Thence South 0045'56" East, along the westerly line of East 3551h Street 171.01 feet to an iron pin set in the prolongation of the southerly line of Sublot No.4 in said subdivision; Thence Nor-ill 8924'32" East, along said prolongation 250.00 feet to an iron pin set in the westerly line of the Eastlawn Subdivision as recorded in Volume B, Page 53 of Lake County Plat records. Thence South 0045'56" East, along said westerly line of the Eastlawn Subdivision 743.80 feet to an iron pin found 0.47 feet southerly of the northerly line of land conveyed to Curtis Boulevard Properties by deed recorded in Volume 882, Page 1095 of Lake County Official Records .

COURSEn:

.COURSE ill:

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Legal Description of Eastlake Ballpark Property March 26,2001 Page Two

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COURSEN:.

Thence South 8907'46" West, along the northerly line of said -land and along the northerly lines of lands. conveyed to Ivan and Mary Turkalj by Document No. 970006143 and John F. Dejak by Document No. 970013695 and Curtis Boulevard Company, LTD. by Document No. 980016297, all of Lake County Deed Records, .at 467.35 feet passing through an iron pin found at the southwesterly comer of said Vinerest Subdivision, 760.33 feet to' . an iron pin set in the easterly line of State Route 91 and being further marked by an iron pin 0.77 feet South; Thence North 0039'30" West, along the' easterly line of State Route 91, 932.50 feet to an iron pin set in the southerly line of Vine Street at said easterly line of State Route 91; Thence' North 8924'32" East, along the southerly line of Vine Street 89.43 feet to an iron pin set at an angle point; Thence North 8631'39" East, continuing along the southerly line of Vine Street 112.00 feet to an iron pin set; Thence North 8924'32" East, continuing along the neyv southerly line of Vine Street 287.65 feet to an iron pin set at the beginning of a turnout curve to said East 355th Street; Thence on the arc of said curve deflecting to the right (the radius of which is 19.68 feet and having a chord that bears South 4540'42" East and is 27.79 feet long) a distance of 30.85 feet to the principal place of beginning and containing 15.209 acres of land according to a survey made in March, 2001 by Richard J. Bilski, Registered Surveyor No. 5244 of CT Consultants, Inc. Registered Engineers and Surveyors be the same more or le~s, but subject to all legal highways.

COURSE V:

COURSE V1:

COURSE VII:

COURSEVill:

COURSE IX:

The bearings stated herein are based upon the Ohio State Plane NAD 83 Coordinate System and are for the sale purpose of indicating relative angular values between lines. The above parcel is comprised of Permanent Parcel Nos. 34A-07-19, 34A-07-18, 08~01 and 34A-08I-05 through 35 inclusive.
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EXHIBITB

FACILITY SPECIFICATIONS (See Attached)

EXHffiITC ASSIGIDAENT OF RESPONSIBlLITIES OF REPAIRIMA1NTENANCE OF SPECIFIC ITKMS

Specific Items Field Preparation for Games Cutting/Sod Replacement Settling ofField (other than normal wear and tear) Drainage System Irrigation System Heads/Surface Components of Irrigation System Field Wall Repairs - Concrete Field Wall Repairs - Pads Broken Seats Broken Cup Holders Concrete Slab Repairs Re-aimlClean Field LightslReplace Field Light Bulbs Replace Field Light Fixtures/Light Poles Clean-up after baseball games Clean-up after Other Events Structural Repairs Repairs of furniture available for fans/general public Concessions Furniture Concessions Equipment Roof Lealcs Roof Repairs Flooding/Leaking/Caulking Foul Ball Screen Spealcer System Repairs Speaker System Tuning Scoreboard Electric Message Centers Plumbing Systems in Concessions Stands Electrical System in Concessions Stands Concessions ExhaustlHoods Concessions Air Curtains Ventilation System HVAC System HV AC Cleaning/Day-to-Day Maintenance Fire Protection System Clubhouses Toil ets/Showers HVAC

Landlord

Tenant X X

X X X X X X X X

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X X X X X X X

X X X X X X X X X X X X X X X
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X X X X

54
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Electrical Lockers, Train~C}!lipment CabinetrylMillwork Laundry Facilities Baseball Equipment Dugouts Cleaning Dugout Benches Alarm Systems Fire Burglar Tents/Canopies Playground Equipment Elevator Window Cleaning Pest Control Offices Toilets HVAC Electrical Cabinetry/Millwork FurniturelEquipment Press Box FurniturelEquipment Broadcast Wiring Cabinetry/Millwork Window Repairs Telephone Lines Skyboxes FurniturefEquipment Sound System Cabinetry/Millwork Window Repairs Telephone lines/Cable TV Landscaping

,x
X

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X X X X X X X X X X

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X X X X X
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X X X X X X

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