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AMENDMENT NUMBER7 TO LEASE BYAND BETWEENCITY OF JACKSONVILLE AND JACKSONVILLE JAGUARS, LTD.

This Amendment Number 7 to Lease (the "Amendment") is made this:J:11:;7,fMay, 2004 (the"Effective Date"), between CITY OF JACKSONVILLE, a Florida municipal corporation and politicalsubdivision of the State of Florida, whose principal address is 117 West Duval Street, Suite 400,Jacksonville, Florida 32202, Attn: Mayor (the "City") and JACKSONVILLE JAGUARS, LTD., aFlorida limited partnership, whose principal address is One ALLTEL Stadium Place, Jacksonville,Florida 32202, and whose FEIN # is 59-3095655 ("JJL").

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

and the City leases ALLTEL Stadium to JJL for its operation of the Jacksonville Jaguars NFL footballteam, pursuant to the terms and conditions set forth in that certain lease, as amended from time to time,as more particularly described in Exhibit A (the "Lease"); and,

Whereas, pursuant to Amendment Number 5 to the Lease By and Between City of Jacksonvilleand Jacksonville Jaguars, Ltd., dated September 6, 2002 ("AmendmentNo.5") and Amendment Number6 to the Lease By and Between City of Jacksonville and Jacksonville Jaguars, Ltd., dated June 26, 2003("Amendment No.6"), JJL planned certain upgrades and additional construction to ALLTEL Stadium asdescribed therein; and,

Whereas, JJL desires certain improvements be conducted at the Stadium as generally describedin Exhibit B (the "Seventh Amendment Improvements), of which the repairs and maintenance itemsdescribed in the Seventh Amendment Improvements would be required of the City pursuant to the Leaseand would have been funded from the City's Sports Complex Trust Fund established pursuant to Section110.369, Ordinance Code (the "Sports Complex Trust Fund");

Whereas, the estimated cost of the Seventh Amendment Improvements is Thirteen MillionDollars ($13,000,000), and the City agrees to provide the initial funding from the Sports Complex TrustFund and JJL agrees to repay Five Million Dollars ($5,000,000) to the City as Supplemental Rent and,excepting expenditures relating to the City's performance of its obligations as presently set forth in theexisting Lease, JJL agrees that it will not request of the City any additional improvements to the Stadiumfor a period of at least five (5) years from this Amendment, all as set forth in the terms and conditions setforth hereafter.

NOW, THEREFORE, in consideration of the mutual promises herein, and other good andvaluable consideration, the receipt and adequacy of which is hereby acknowledged by each party, theCity and JJL agree as follows:I . Recitals and Definitions. The above recitals are true and correct and are incorporated herein bythis reference. Capitalized terms not otherwise defined herein shall have the meaning as set forth in theLease.

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2. Seventh Amendment Improvements. The Lease is amended to add Exhibit B as attached heretoand incorporated herein by this reference (the "Seventh Amendment Improvements"). The parties agree tothe following regarding the Seventh Amendment Improvements:

(a) During the construction of the Seventh Amendment Improvements, the parties shallmutually designate a set of plans outlining the final composition of Exhibit B, and the parties shallallocate the specific costs associated with each element of the Seventh Amendment Improvements (suchcosts being the actual costs without any overhead or markup factor of either party) and crediting any"Savings" (as hereafter defined) in the manner set forth hereafter. The Citywill have access at all times tothe Seventh Amendment Improvements work being conducted at the Stadium and any revisions to the scopeset forth in Exhibit B will require the City's prior approval.

(b) JJL shall cause the construction of the Seventh Amendment hnprovements to the standardsrequired in the Lease and in the manner as set forth in Section 4 and in Exhibit C of Amendment No. 5relating to the Development of the Improvements (including but not limited to, waiving the City'sPurchasing Code' [excluding the Equal Business Opportunity Program, which Program remains effectiveas to the aggregate scope of work set forth in Amendment No.5, Amendment No. 6 and thisAmendment]). The parties agree that the goal is to complete construction of the Seventh AmendmentImprovements on or before August 12, 2004, and the parties further agree to cooperate and use bestefforts to attain such goal.

(c) Section 122.811(a), Ordinance Code, relating to the disposition of surplus City tangibleproperty, is waived, so that JJL may dispose of and sell such surplus tangible property, as reasonablyfeasible, as JJL constructs the Seventh Amendment Improvements. During such disposition of the tangiblepersonal property, JJL shall use its best efforts to seek the highest price for the same, and all proceeds fromsuch disposition (the "Sales Proceeds") shall be applied to the funding of the Seventh AmendmentImprovements.

(d) Nothing in this Amendment alters the maintenance, use, and operation of the SeventhAmendment Improvements as set forth in the Lease.(e) Nothing herein shall be deemed a waiver by the City of any ordinance code relating tothe Stadium, including, but not limited to, that certain signage ordinance codified in Chapter 326,

Ordinance Code, and the City's charter (the "City Sign Ordinance").(f) Notwithstanding anything to the contrary in the Lease, the parties acknowledge that use ofthe Seventh Amendment Improvements shall be subject to any obligations of the City to the NFL with

respect to SuperBowl XXXIX and JJL shall comply with the requirements of the NFL with respectthereto.3. Financing of Seventh Amendment Improvements. Subject to approval by the City Council as setforth in Ordinance 2004-338-E (the "Approving Legislation"), which approval shall be an expresscondition of the obligations of JJL and the City under this Agreement, the City agrees to provide theinitial funding for the Seventh Amendment Improvements in an amount not to exceed Thirteen MillionDollars ($13,000,000) from the Sports Complex Trust Fund. The parties understand and agree to thefollowing:

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(a) The City' s ability to provide the initial funding of $13,000,000 from the Sports ComplexTrust Fund is contingent upon and subject to the conditions of the Approving Legislation.(b) Exhibit F of Amendment No. 6 is deleted in its entirety and replaced with Exhibit C, asattached hereto and incorporated herein. The Rental Schedule in Exhibit C is amended to reflect JJL'srepayment of Five Million Dollars ($5,000,000) as set forth therein as "Supplemental Rent #4," which

$5,000,000 is JJL's contribution of funds for the Seventh Amendment Improvements.(c) JJL shall be solely responsible for any cost overruns or additional expenses related to theSeventh Amendment Improvements that exceed the City's initial funding of Thirteen Million Dollars($13,000,000) plus any Sales Proceeds received under Section 2(c) above. If the cost of ~ h SeventhAmendment Improvements exceeds $13,000,000 (after including any Sales Proceeds received underSection 2(c) above), then JJL may request that the scope of such improvements be reduced, subject to theCity's reasonable consent. I f the cost of the Seventh Amendment Improvements is less than $13,000,000(after including any Sales Proceeds received under Section 2(c) above) (the "Saving"), then any Savingsshall be shared between JJL and the City on an equal basis (in which event, the parties agree to reviseand attach to this Amendment Exhibit C regarding JJL's payment ofSupplemental Rent #4 related to thisAmendment reflecting JJL's share of such Savings).(d) Nothing herein amends or alters the provisions of Amendment No.5 and Amendment

No.6, both of which provided for the application of proceeds toward the JJL Improvements and any"Savings" as defined in Amendment No.5 and Amendment No.6 regarding JJL's and the City' srespective Contributions set forth therein.4. Replacement of Scoreboard Fixed Signage in Jumbotron. During the replacement of the existingJumbotron with a new Jumbotron system as described in Exhibit B, the parties presently believe that theexisting fixed advertising Signage located in the center of each of the existing endzone scoreboards maybe replaced with electronic signage capability ("Center Panel Signage"). In the event this replacementoccurs, then the parties agree to negotiate in good faith a memorandum of understanding on or beforeJuly 1,2004, regarding the nature of such Center Panel Signage and the replacement of any party's rightsand/or obligations altered by such replacement. The memorandum ofunderstanding will provide thatnothing therein shall be deemed a waiver of the City Sign Ordinance. And the memorandum ofunderstanding shall also provide that the signage system shall be subject to (i) the obligations of the Cityto the NFL for Super Bowl XXXIX and JJL shall comply with the requirements of the NFL, (ii) any andall rights of The Gator Bowl Association pursuant to that certain Amended and Restated Lease datedOctober 26, 1994, as amended by that certain First Amendment to Amended and Restated Lease datedMarch 14, 2002, and (iii) any and all rights to the tenants in that certain Lease Agreement dated June 10,1993, by and among the City, as landlord, and The University Athletic Association, Inc., a Florida nonprofit corporation, and University of Georgia Athletic Association, Inc., a Georgia non-profitcorporation, as amended by that certain Lease Renewal, Extension and Amendment Agreement amongthe parties dated April 24, 2002.5. Representatives. The City hereby appoints the ChiefOperating Officer ("City's Representative")to act as the City's Representative in all matters covered by this Amendment. JJL hereby appoints thePresident of JJL's managing general partner ("JJL's Representative") to act as JJL's Representative in allmatters covered by this Amendment. All inquiries, requests, instructions, authorizations and othercommunications with respect to the matters covered by this Amendment will be made to and by theCity's Representative or JJL's Representative, as the case may be. Either party may change itsRepresentative under this Amendment at any time by giving prior written notice to the other party.Nothing in this Section shall be deemed to preclude the City Representative and the JJL Representative

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from including or delegating responsibility for matters set forth in this Amendment to financial, legal, orother advisors.6. Further Assurances. The parties agree to cooperate and deliver any further documents orperform any additional acts to accomplish the agreements set forth herein.

7. Miscellaneous. JJL and City, and the person(s) signing this Amendment on each party's behalfrepresent and warrant to the other party that JJL and the City each has full right and authority to executeand perform its obligations under the Lease as amended hereby, and that such person(s) are dulyauthorized to execute this Amendment on each party's behalf without further consent or approval byanyone. This Amendment is the entire agreement of the parties regarding modifications of the Leaseprovided herein, supersedes all prior agreements and understandings regarding such subject matter, maybe modified only by a writing executed by the party against whom the modification is sought to beenforced, and shall bind and benefit the parties and their respective heirs, legal representatives,successors and assigns. The Lease is ratified and confirmed in full force and effect in accordance withits terms, as amended hereby.

IN WITNESS WHEREOF, the parties have executed this Amendment Number 7 to Lease as ofthe date set forth above.ATTEST:

B Y ~ ~ ~ t 2 k . C J ~ . ~ . ~ ~ ~ W. McArthur, Jr. ISo-L o ~ ; : ; : : : .Corporation Secretary p.." . ,....r-l: : ~ V 1 0 c 1 ~Office of General Counsel

JACKSONVILLE JAGUARS, LTD., aFlorida limited partnershipBy: TDJ Football, Ltd., a Florida limited

partnership, its general partnerATTEST:

B y : ~ : = : : . . - _G:\shared\ChastainVedc\Misc\seventhamendmentvfinal.doc

By: DAR Group Investments, Inc.,a Florida corporation, itsg eral p

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In accordance with the Ordinance Code, of the City of Jacksonville, I do herebycertify that there is an unexpended, unencumbered, and unimpounded balance in theappropriation sufficient to cover the foregoing agreement; and that provision has beenmad, "', th, paym,"t ofmoo'" provid'" t h ' ~

Director of Administ Ion and FinanceCity Contract Number: ,Z55'2- -P-i???

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EXHIBIT ATHE LEASE

That certain Lease By and Between The City of Jacksonville, Florida and TouchdownJacksonville, Ltd. dated September 7, 1993; as amended by Amendment No.1 to Lease By and BetweenCity of Jacksonville, Florida and Jacksonville Jaguars, Ltd., dated 1995; as further amended by thatcertain Amendment No. 2 to Lease By and Between City of Jacksonville, Florida and JacksonvilleJaguars, Ltd. Dated July 30, 1996; as further amended by that certain AmendmentNo.3 to Lease By andBetween City of Jacksonville and Jacksonville Jaguars, Ltd. dated March 11, 1997; as further amendedby that certain Amendment Number 4 to Lease By and Between City of Jacksonville, Florida andJacksonville Jaguars, Ltd., dated June 11, 1997; as further amended by that certain Amendment Number5 to Lease By and Between City of Jacksonville, Florida and Jacksonville Jaguars, Ltd., dated September6, 2002, and as further amended by that certain Amendment Number 6 to Lease By and Between City ofJacksonville, Florida and Jacksonville Jaguars, Ltd., dated June 26, 2003 (collectively, the "Lease").

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EXHIBITBTHE SEVENTHAMENDMENT IMPROVEMENTS

JJL and the City aclmowledge that the detailed construction plans for the Seventh AmendmentImprovements and the related detailed project schedule have not been prepared as of the date ofexecution of this Amendment. The parties agree that the following are the elements to be included in theSeventh Amendment Improvements (however, pursuant to section 8 and section 12 of that certain LeaseBy and Between The City of Jacksonville, Florida and Touchdown Jacksonville, Ltd. dated September 7,1993, none of the following items shall be installed in the Administration Space, the Practice Facility, theTraining Facility, and the Retail Area, and further, the parties agree that none of the following items shallbe installed in the recently constructed JJL Improvements described in Amendment No. 5 andAmendment No.6):(1) Repair and maintenance to the general public areas of the Stadium to include but not be limitedto painting, deck coating, caulking and waterproofing, directional signage, and repair tomechanical systems;(2) Remodeling of existing club areas to include replacement of existing carpet, replacement ofexisting wall coverings, painting, infilling a structural floor on the upper level of the club(creating additional Demised Premises during the Operative Period), audio and videoreplacements, additions and replacements of existing concessions points of sale, repair andreplacement of existing club furniture, andmiscellaneous repairs;"(3) Repair and replacement of the electronic scoreboard displays and related systems related to thefunction in a good working condition thereto, specifically including but not limited to,replacement ofthe Jumbotron;(4) Repairs to the Stadium parking lots, including but not limited to, sealing and re-striping (and ifapplicable, re-installation of any existing landscaping, irrigation systems, and lighting relatedthereto);(5) Remodeling of the existing Suites to include replacement of existing carpet, replacement of

existingwall coverings, reupholstering of fixed suite chairs, replacement of suite furniture, videoreplacements, replacement of existing ice-makers with ice-bins, and miscellaneous repairs.All electronic equipment described above in this scope shall be deemed to specifically includethe cost of annual service, maintenance, and repair warranty contracts for such equipment for a period asis standard with the acquisition of such equipment. All other furniture, fixture, and equipment describedabove shall be deemed to specifically include the cost of any standard service, maintenance, and repairwarranty contracts as is standard for such furniture, fixture, and equipment.JJL agrees to include in this scope of work, the repair of Stadium sound system and relatedcontrols and replacements to upgrade and repair the Stadium security and monitoring systems, when theCity transfers funds presently budgeted for such purposes to the Seventh Amendment Improvements.

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