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Home My WebLink About2029 Authorizing City to Amend a Certain Amended and Restated Ground Lease Agreement BILL NO. 2024-064 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY TO AMEND A CERTAIN AMENDED AND RESTATED GROUND LEASE AGREEMENT WHEREAS, the City of Riverside. Missouri, a fourth-class city organized and existing under the laws of the State of Missouri (hereinafter referred to as "Landlord"), and Live Nation Entertainment, Inc., a Delaware corporation (hereinafter referred to as "Tenant") (collectively the "Parties") entered into that certain Lease Agreement dated as of December 6, 2022, (the"Original Lease") and that certain Amended and Restated Ground Lease Agreement dated as of March 7, 2024, which amended and restated the Original Lease in its entirety, authorized pursuant to Ordinance No. 1983, duly passed and approved by the Board of Aldermen and approved and signed by the Mayor on the 7'h day of March, 2024, (the "First Amended Lease"); and WHEREAS, the Parties wish to amend the First Amended Lease as provided for in the Second Amended and Restated Ground Lease ("Second Amended Lease"), attached hereto as Exhibit A and incorporated herein, in order to finalize and confirm the deadline for completion of certain obligations related thereto as provided for in the First Amended Lease; and WHEREAS, the Board of Aldermen find that the Second Amended Lease fulfills a public purpose and will further the growth of the City, facilitate the development of Riverside, improve the environment of the City, increase the assessed valuation of the real estate situated within the City, increase the sales tax revenues realized by the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Property, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers; and, approves and authorizes the Second Amended and Restated Ground Lease Agreement in substantially the same form as Exhibit A. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: SECTION 1. BEST INTEREST OF THE CITY AND APPROVAL OF SECOND AMENDED AND RESTATED GROUND LEASE AGREEMENT. The Board of Aldermen find it is in the best interest of the City, in order to further the growth of the City, improve the environment of the City. foster increased economic activity within the City, increase employment opportunities within the City, further the objectives of the TIF Plan, further build out the public infrastructure and otherwise is in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers, to authorize the Second Amended and Restated Ground Lease Agreement ("Second Amended Lease"), in substantially the same form as Exhibit A, attached hereto and incorporation herein, and said Second Amended Lease is hereby approved. SECTION 2. AUTHORITY GRANTED. The Mayor is hereby authorized and directed to execute the Second Amended Lease in substantially the same form as that attached hereto and incorporated herein as Exhibit A, between the City and the Tenant, and the Mayor, City Administrator, Special Counsel to the City - Spencer Fane LLP, and other appropriate officials and employees of the City are hereby authorized and directed to take such further action related thereto as is otherwise necessary or desirable to carry out and comply with the intent of this Ordinance. SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and approval. PASSED AND APPROVED: the 3rd of October 2024. „e' ..,,, •.' ." .. k_e____, N Ka leen L. Rose, Mayor ►� • ' : ACE r�, , _____ ___ie, "1, RobKincaid, City Clerk Approved as to form: Spy°'' ane LLP, - •ecial Co •.-el to the City •, •e :ednar 2 EXHIBIT A THE SECOND AMENDED AND RESTATED GROUND LEASE 3 SECOND AMENDED AND RESTATED GROUND LEASE AGREEMENT This SECOND AMENDED AND RESTATED GROUND LEASE AGREEMENT(this"Lease") is made this 3'd day of October, 2024 (the "Effective Date"), by and between the City of Riverside, Missouri, a fourth-class city organized and existing under the laws of the State of Missouri (hereinafter referred to as "Landlord" or the "City"), and Live Nation Entertainment, Inc., a Delaware corporation (hereinafter referred to as"Tenant")(collectively the"Parties"and each,a"Party"). RECITALS: A. Landlord and Tenant executed that certain Lease Agreement dated as of December 6,2022 (the"Original Lease")and that certain Amended and Restated Ground Lease Agreement dated as of March 7,2024,which amended and restated the Original Lease in its entirety(the"First Amended Lease"); B. Landlord and Tenant now desire to hereby amend and restate the First Amended Lease in its entirety; C. Landlord is the owner of certain real property consisting of approximately one hundred thirty five(135)acres generally located at the northwest intersection of Horizons Parkway and I-635 in the City of Riverside,Missouri,and more particularly described in Exhibit A attached hereto and made a part hereof(the"Project Site")within which is land(the"Premises"as that term is more fully defined within Section 1.1 hereof)the Landlord and Tenant intend for Tenant to ground lease: D. Landlord and Tenant intend for Tenant to ground lease the Premises from Landlord,and: 1. The Tenant to cause the design,construction and development of the Premises to include the following improvements: (a) a live entertainment venue amphitheater of not less than a capacity of 15,000 people (the"Amphitheater");and (b) such additional ancillary structures and/or associated food and beverage areas as Tenant deems necessary to serve the Amphitheater and its customers(collectively,the "Ancillary Structures"). The Amphitheater and Ancillary Structures are collectively referred to as the"Tenant Improvements". 2. The Landlord in coordination with the Tenant's design team shall be responsible for: (a) the construction of approximately 6,366 paved and striped parking spaces, or other amount deemed sufficient pursuant to the Plans (defined herein), to serve Tenant's intended use of the Premises and other uses as authorized herein (the "Parking Areas"); (b) the construction and installation of such public gas, water, electric, storm water and sanitary sewer facilities as necessary to serve the Premises in capacities sufficient for Tenant's intended uses thereof including, for the operation of the Amphitheater and Ancillary Structures, as more particularly described in the Project Budget (defined herein) with respect to the specific scope of improvements comprising the same (collectively,"Utilities"); (c) the earthwork and site improvements including grading and excavation necessary to prepare the Project Site for construction of the Project (collectively, "Site Improvements"); (d) such vehicular roadways providing access within and to and from the Premises from and to the adjacent public street network,as generally shown on the Project Site Plan (defined herein)and more particularly described in the Plans and Project Budget with respect to the specific scope of improvements comprising the same("Roadways");and (e) the construction of all improvements and work associated with the relocation/installation of new traffic signals,wiring of relocated/new traffic signals and signal timing coordination,and a new rectangular rapid flashing beacon for pedestrian crossing and Amphitheater Way(collectively,the"Signalization Improvements"). Collectively the Parking Areas, Utilities, Site Improvements and Roadways are referred to herein as the "Public Infrastructure". Collectively, the Amphitheater, Ancillary Structures and the Public Infrastructure,as the same are more particularly described in the Project Budget with respect to the specific improvements comprising the same and will be more fully defined in the Plans(defined herein),are referred to herein as the"Project"and are generally depicted on Exhibit B attached hereto and made a part hereof (the"Project Site Plan").For avoidance of doubt,it is the intent of the Parties that Tenant will,on behalf of the City and in coordination therewith,design,bid,and contract directly for the construction of the Public Infrastructure in compliance with applicable State law(including, without limitation,requirements of the Missouri Development Finance Board). E. Tenant has developed a"Project Budget", which identifies its estimate of the total costs and expenses(including,but not limited to,all hard and soft construction costs)currently anticipated to be necessary to design,construct and complete the Project(with the total amount of all such costs and expenses actually incurred for such purposes referred to herein as the"Project Costs"),a copy of which is attached hereto and made a part hereof as Exhibit C (the "Project Budget" as more fully defined herein), and Landlord and Tenant have agreed on the anticipated revenue sources to pay for such Project Costs (collectively,the"Sources of Funds"),attached hereto and made a part hereof as Exhibit D. F. In connection with the First Amended Lease, Landlord and Tenant executed that certain Development Agreement dated as of March 7, 2024 (the "Original Development Agreement"), and Landlord and Tenant now desire to enter into this Lease to lease the Premises,and to separately enter into an Amended and Restated Development Agreement of even date herewith, to amend and restate the Original Development Agreement in its entirety and provide for the development and financing of the Premises(collectively,as so amended,the"Development Agreement")which shall be leased to the Tenant by the Landlord. In addition, the Parties acknowledge there may be a need for the Tenant to enter into another separate agreement with the State or an agency or subdivision thereof relating to the construction, operation and maintenance of the Parking Areas,upon the terms and conditions set forth herein and therein. NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree this Lease amends, restates and replaces the First Amended Lease in its entirety,and further agree as follows: 2 I. RECITALS AND DEFINITIONS 1.0 Incorporation of Recitals. The Recitals above are hereby acknowledged and accepted by the Parties and are hereby incorporated into this Lease as if fully set forth in this Section 1.0. 1.1 Definitions. Except as otherwise provided in this Lease, certain words and terms shall have the meanings as set forth below: (a) "Additional Rent",means any amounts due to Landlord,and payable by Tenant under the provisions of Sections 7.0,8.1, 9.0 or 14.0 of this Lease,in addition to the Base Rent; (b) "Amphitheater",means an outdoor live entertainment structure,having a sellable,visible capacity of fixed seats and lawn seats of not less than 15,000 people, to host concerts and other events as provided for herein; (c) "Amphitheater Site", means the portion of the Premises upon which the Amphitheater and Ancillary Structures are constructed,pursuant to and consistent with Recital D; (d) "Ancillary Structures", means the food and beverage areas and/or other ancillary structures which Tenant elects to develop(or to cause to be developed)to serve the Amphitheater and its customers,pursuant to and consistent with Recital D; (e) "Base Rent",means the amount due from the Tenant to the Landlord for the lease of the Premises during the Term of this Lease,as defined and set forth in Section 5.0 of this Lease; (f) "Chapter 100 Incentives"means the tax relief incentives to be utilized to construct the Project and operate the Tenant Improvements,including(i)a 10-year, 100%exemption from ad valorem real property taxes for all Tenant Improvements upon the Premises, and (ii) a sales tax exemption on materials and FF&E used in constructing and equipping/furnishing the Project,together with the associated resolutions, ordinances, bond documents, exemption certificate(s) and all other documents, actions and approvals to effect and implement the same,pursuant to the Development Agreement and Sections 100.010 to 100.200,RSMo.,Article VI,Section 27(b)of the Missouri Constitution,Section 144.062,RSMo,Section 144.054.3, RSMo and other applicable State law, all as more particularly described in the Development Agreement; (g) "CID&TDD Revenues",means all revenues(less any administrative charges collected by the State Department of Revenue)generated from(i)the 1%CID Sales Tax imposed within the CID(as defined in the Development Agreement), inclusive of the Premises, pursuant to the Development Agreement and Sections 67.1401 to 67.1571 of the Revised Statutes of Missouri, as amended ("CID Revenues"),and(ii)the 1%TDD Sales Tax imposed or to be imposed within the TDD(as defined in the Development Agreement),inclusive of the Premises,pursuant to the Development Agreement and Sections 238.200 to 238.275 of the Revised Statutes of Missouri,as amended,all as more particularly described in the Development Agreement("TDD Revenues"); (h) "CID", means the Horizons' Community Improvement District formed pursuant to the provisions of Sections 67.1401 to 67.1571 of the Revised Statutes of Missouri, as amended, as the same may be expanded pursuant to the Development Agreement and in accordance with the CID Act; (i) "City Code",means the Code of Ordinances of the City of Riverside,adopted by the City pursuant to the Revised Statutes of Missouri; 3 (j) "City Funds", means the Five Million and 00/100 Dollars ($5,000,000.00) contribution by the City to pay for those costs of the Public Infrastructure that are in excess of the State Funds,as herein defined, and for which the City is entitled to reimbursement with its share of CID & TDD Revenues pursuant to the terms and conditions of the Development Agreement; (k) "Commencement Date"means the first date by which all of the conditions precedent in favor of Landlord in Section 22.15(a) and in favor of Tenant in Section 22.15(b) of this Lease have been satisfied or waived by the respective Party as set forth therein; (I) "Development Agreement", means that certain Amended and Restated Development Agreement between the Landlord and Tenant, of even date herewith, relating to the development of the Premises and financing of the Project, including,without limitation, the State Funds, City Funds, CID & TDD Revenues and Chapter 100 Incentives; (m) "Landlord", means the City of Riverside, Missouri, a fourth-class city organized and existing under the laws of the State of Missouri; (n) "Landlord Permitted Uses",means civic uses and events including,without limitation, school musicals, graduations and ceremonies, as set forth in Section 4.3 of this Lease and subject to the terms and conditions thereof; (o) "Lease", means this Second Amended and Restated Ground Lease Agreement and its attachments,as the same may be amended from time to time in accordance with the terms and provisions set forth herein; (p) "Lease Expiration Date",means the 20'anniversary of the Rent Commencement Date; (q) "Parking Agreement", means any agreement in effect at any time between Tenant and the Landlord or the State or any agency or subdivision thereof relating to Tenant's parking operations and/or the construction and/or maintenance of the Parking Areas by the State or any agency or political subdivision thereof; (r) "Parking Areas", means the approximately 6,366 paved and striped parking spaces or such other total number of parking spaces sufficient to serve the intended use of the Amphitheater and Ancillary Structures,pursuant to the Plans and consistent with Recital D of this Lease; (s) "Permitted Uses"is defined in Section 4.0; (t) "Plans", means the preliminary and final development plan approved for the Project, pursuant to Ordinance No. 1966 passed and approved by the City's Board of Aldermen on December 19, 2023, as the same may be modified or amended from time to time with Tenant's approval and subject to the City's normal planning and zoning process in accordance with applicable City Code requirements,and any such accompanying specifications and construction drawings as required thereunder to be submitted for review and/or approval in connection with the Tenant's development submission(s); (u) "Premises",means,collectively: (i)the land described in Exhibit A attached hereto,less that part dedicated for public road right of way, and/or public utility purposes, pursuant to the final plat submitted by Tenant and approved(or to be approved)by the City,(ii)the easements,rights,hereditaments and other appurtenances now or hereafter appurtenant to,benefitting or serving such land,and(iii)any pre- existing improvements located on such land constituting the Premises on the Effective Date (e.g. sewers and utility lines etc. located within the land constituting the Premises), but not including any Tenant Improvements; 4 (v) "Project", means collectively the Amphitheater, Ancillary Structures and the Public Infrastructure constructed pursuant to the Plans and consistent with Recital D; (w) "Project Budget", means estimates of the total costs and expenses (including, but not limited to, all hard and soft construction costs) currently anticipated to be necessary to design, construct and complete the Project in accordance with the Plans(with the total amount of all such costs and expenses actually incurred for such purposes referred to herein as the"Project Costs"),a copy of which is attached hereto and made a part hereof as set forth in Exhibit C, which the Parties acknowledge and agree are estimates only and subject to change by Tenant and/or Landlord with Tenant's prior written approval, including as Plans are formally approved and funding and Project Costs are actually received and incurred, respectively; (x) "Project Costs", means the total amount of all costs and expenses (including, but not limited to, all of the hard and soft construction costs) actually incurred to design, construct and complete the Project in accordance with the Plans,estimates of which are as set forth on the Project Budget attached hereto as Exhibit C and subject to change as provided herein; (y) "Project Site Plan",means the conceptual site plan for the Project,as generally illustrated and depicted on Exhibit B; (z) "Public Infrastructure", means, collectively, the Parking Areas, Utilities, Site Improvements and Roadways to be constructed pursuant to the Plans and consistent with Recital D, but specifically excluding the Signalization Improvements; (aa) "Renewal Options",means the right and option of Tenant to extend the Initial Term(and Term of this Lease) for up to five(5)consecutive and individual periods of 10 years each, as defined and set forth in Article II; (bb) "Rent",means the amount of Base Rent and any Additional Rent payable under this Lease by Tenant to the Landlord for the use and enjoyment of the Premises; (cc) "Rent Commencement Date"shall have the meaning given in Section 2.2 of this Lease; (dd) "Signalization Improvements", means, collectively, the improvements and work associated with the relocation/installation of new traffic signals,wiring of relocated/new traffic signals and signal timing coordination, and a new rectangular rapid flashing beacon for pedestrian crossing and Amphitheater Way; (ee) "Sources of Funds",means the anticipated sources of funds to pay for(and/or reimburse, as applicable)the Project Costs,as illustrated in Exhibit D attached hereto and incorporated herein; (ff) "State",means the State of Missouri; (gg) "State Funds",means$20,000,000 in direct grant assistance appropriated by the State for the Project as more particularly described in Section 7.143 of truly agreed and finally passed CCS SCS HCS HB 7 as signed and approved by the Governor of the State of Missouri; (hh) "TDD", means the Transportation Development District formed (or to be formed, as provided in the Development Agreement)pursuant to and in compliance with Sections 238.200 to 238.275 of the Revised Statutes of Missouri,as amended; (ii) "Tenant",means Live Nation Entertainment,Inc.,a Delaware corporation; 5 (jj) "Tenant Contribution",means the funds required to pay for the design and construction of the Project, less the State Funds and City Funds, and subject to Tenant's right to reimbursement with CID&TDD Revenues,as provided for in this Lease and the Development Agreement; (kk) "Tenant Improvements", means collectively the Amphitheater and the Ancillary Structures designed,constructed and operated by or through Tenant; (ll) "Tenant's Share of CID & TDD Revenues",means reimbursement from CID & TDD Revenues to Tenant of Tenant's Contribution to the costs of the design and construction of the Public Infrastructure actually incurred in completing the Project,and reimbursement from CID&TDD Revenues to Tenant of such ongoing maintenance and/or other costs,which are eligible for reimbursement under the CID Act or TDD Act(as defined in the Development Agreement);provided,however,the first Five Million and 00/100 Dollars($5,000,000.00) of the Tenant's Share of CID&TDD Revenues, shall be reimbursed to Tenant on a dollar for dollar basis at the same time as the Five Million and 00/100 Dollars ($5,000,000.00) of City Funds actually contributed to pay Project Costs of the Public Infrastructure are reimbursed (i.e., for a total of$10,000,000)„unless otherwise agreed to in writing by the Parties, all as more particularly described in Section 4.3 and Section 4.7 of the Development Agreement;and (mm) "Term"means the Initial Term,as extended to include the Renewal Term associated with any Renewal Options exercised by Tenant, as defined in Section 2.1 and Section 2.3 of this Lease, respectively. II GRANT AND TERM 2.0 Grant. Landlord, for and in consideration of the Rent herein reserved and of the covenants and agreements herein contained on the part of the Tenant to be performed,hereby leases to Tenant,and,subject to the terms and conditions set forth herein,Tenant hereby lets from Landlord,the Premises situated in the City of Riverside, County of Platte, State of Missouri, and described more fully in Exhibit A attached hereto and made a part hereof, TOGETHER WITH AND GRANTING, as rights appurtenant to the Premises,the non-exclusive right to use in common with others entitled thereto,all easements and rights of way now or hereafter benefiting the Premises,including,without limitation,all utility,water, sewage and storm water easements and rights.of way and the non-exclusive right to use in common with others entitled thereto all rights of ingress and egress for pedestrians and vehicular ingress and egress, as permitted by applicable law,over the sidewalks,walkways,alleyways and roadways adjacent to the Premises,TO HAVE AND TO HOLD unto Tenant and its successors and assigns,for the duration of the Term of this Lease. 2.1 Initial Term and Term. The"Initial Term"of this Lease shall commence on the Commencement Date and continue through the Lease Expiration Date. The Term shall include all timely exercised Renewal Options,so long as Tenant is not in default under this Lease beyond any applicable cure period at the time of exercise of a Renewal Option. 2.2 Rent Commencement Date. The "Rent Commencement Date", shall be the earlier of(a) the date which is six(6)months after the completion of construction of the Project,as evidenced by the issuance of a final certificate of occupancy for the Amphitheater,or(b)the date upon which Tenant holds the first concert open to the public at the Amphitheater at which a majority of seats are sold. Tenant and Landlord shall use diligent, good-faith efforts to satisfy their respective contingencies in Section 22.15, and to cooperate with and support such efforts by the other Party hereto to satisfy their contingencies, so that if and when such contingencies are satisfied or waived as provided therein,Tenant may promptly commence and complete construction of the Project within a commercially reasonable time thereafter, and then promptly hold the first concert open to the public at the Amphitheater. Landlord agrees to complete (or cause to be completed)the Signalization Improvements prior to the Rent Commencement Date,and to use diligent efforts to cause Magellan to complete the improvements and work associated with relocating the 6 Magellan gas pipeline at the Project Site by such time and in such a manner as to avoid interfering with Tenant's construction at the Project Site(and in all events before the Rent Commencement Date). 2.3 Renewal Options. Tenant shall have the right and option to extend the Initial Term for up to five individual and consecutive periods of 10 years each (each such option is a "Renewal Option" and the Initial Term as extended by any Renewal Options is the"Renewal Term"),in each case by giving Landlord written notice at least eighteen (18) months prior to the expiration of the then-current Term of Tenant's election to exercise a Renewal Option. The Initial Term,as extended by any Renewal Term shall be referred to as the"Term." 2.4 Landlord's Title. The Landlord hereby represents and warrants to Tenant, as of the Commencement Date,that the Landlord has all requisite right,title and interest to the land comprising the Premises and access to and from the Premises, and that such rights, title and interest are free from all encumbrances and liens, except as otherwise approved by Tenant in writing and disclosed on Exhibit E attached hereto and made a part hereof(the"Permitted Encumbrances"). Landlord hereby acknowledges and agrees that the exclusive rights granted to Tenant in this Lease are to be rights which will run with,bind and burden the land comprising the Premises and will inure to the benefit of Tenant, its successors and assigns,subject only to the Permitted Encumbrances. This Lease shall be subject to and subordinate to the mortgages or other indentures which are permitted hereunder and hereafter may affect the Premises, subject to Tenant's quiet possession and use of the Premises not being disturbed or hindered thereby,this Lease and Tenant's interest herein continuing in full force and effect for so long as Tenant is not in default of this Lease beyond any applicable notice and cure periods,and Tenant's ownership of the Tenant Improvements as provided herein. The effectiveness of the foregoing subordination shall be subject to all holders of any lien upon or superior title to all or any portion of the Premises first executing and delivering to Tenant,in recordable form,a commercially reasonable and customary subordination, non-disturbance and attornment agreement, which agreement shall provide that Tenant's interest in the Premises pursuant to this Lease,and its use,possession and enjoyment thereof shall not be terminated or disturbed or hindered by any such subordination,mortgage or other indenture,and that this Lease shall continue in full force and effect(notwithstanding any event of any foreclosure,sale under power of sale,or transfer in lieu of any of the foregoing),for so long as Tenant is not in default of this Lease beyond any applicable notice and cure periods. It shall be a condition precedent to the obligation of Tenant to pay Rent that Landlord causes a non-disturbance agreement as described above to be delivered to Tenant from all then existing lienholders and superior title holders. 2.5 Landlord Authority. Landlord hereby represents and warrants to Tenant that Landlord has full power and authority to enter into and perform this Lease and the person signing on behalf of Landlord has been fully authorized to do so by all necessary legislative action,inclusive of Ordinance No.2024-04 dated October 3,2024. 2.5 Tenant Authority. Tenant hereby represents and warrants to Landlord that Tenant has full power and authority to enter into this Lease and the person signing on behalf of Tenant has been fully authorized to do so as evidenced by the certificate of incumbency of the Tenant provided to Landlord on or before the Commencement Date. 2.6 Ownership of the Certain Improvements and Premises. During the Term, the Landlord will own the Premises,subject to this Lease,the Chapter 100 Bond Documents,any other agreement(s)entered into by and between the Parties expressly providing for such agreement between the Parties (the "Agreements") and Tenant's interest in the Premises, and, subject to Article XX of this Lease and the City's titular ownership solely for purposes of the Chapter 100 Incentives,Tenant will own and hold title to all Tenant Improvements and fixtures, furniture and equipment ("FF&E") constructed and/or located upon the Premises and be entitled to all depreciation, deductions, investment tax credits, any other tax 7 advantages associated with ownership of the Tenant Improvements or FF&E. Landlord and Tenant shall cooperate to cause the assessor's and collector's offices of Platte County, Missouri to recognize this split in ownership of the land versus the improvements thereon. III POSSESSION AND IMPROVEMENTS 3.0 Possession. On the Commencement Date, Landlord shall deliver exclusive possession of the Premises to Tenant and, subject only to the representations and warranties from Landlord herein, Tenant shall accept the Premises in an"AS IS,WHERE IS"condition. The Landlord covenants and agrees not to grant or permit or suffer to attach to the Premises(or any Tenant Improvements)or the use thereof any easement,restriction,lien or other encumbrance affecting the title to the Premises or Tenant Improvements during the Term of this Lease,other than the Permitted Encumbrances. 3.1 Intentionally Omitted. 3.2 Intentionally Omitted. 3.3 Tenant's Work. Subject to the terms and conditions of this Lease and the Development Agreement,Tenant shall be responsible,at its sole cost and expense,for the actual Project Costs (less the State Funds, the City Funds, the benefits of the Chapter 100 Incentives, and subject to Tenant's right to reimbursement with CID & TDD Revenues) of designing, developing and constructing the Project described in this Lease and the Project Budget and Sources of Funds attached hereto,as well as the Chapter 100 Bond Documents inclusive of fixturing and equipping the Amphitheater Site,and performing Tenant's work,as Tenant may desire in order to develop the Amphitheater Site for the Permitted Uses,all of which shall be effected in compliance with all applicable laws,rules,regulations and ordinances and in compliance with the Plans approved in advance,in writing(such as the adoption of a resolution or ordinance,or other formal action, by the approving authority for such Plans), by Landlord pursuant to the City's normal planning and zoning process in accordance with applicable City Code requirements. For avoidance of doubt,Tenant shall not have any obligation,and nothing in this Lease shall require Tenant to pay any costs or bear any other responsibility,related to the Signalization Improvements,which the Parties acknowledge and agree shall be designed,constructed and paid for by the City and separate and apart from its contribution of City Funds to pay(or reimburse Tenant for)the costs of the Public Infrastructure. 3.4 Amphitheater Site Multifunctional. It is the intent of the Parties that the Amphitheater Site will be multifunctional to allow for varied entertainment consistent with the Permitted Uses delineated within this Lease. 3.5 Use of Funds. It is the express intention of the Parties to this Lease that: (a)the full amount of the State Funds and City Funds shall be solely used to pay for the design,development and construction of the Public Infrastructure;and(b)the full amount of the CID&TDD Revenues shall be solely used to reimburse the City Funds and Tenant's Share of CID&TDD Revenues, and, subject to the terms and conditions of this Lease and the Development Agreement,such other uses authorized by the CID Act and/or TDD Act. 3.7 Approval of Critical Documents. The Parties acknowledge and agree that a material consideration for entering into this Lease is that the contingencies in favor of Landlord and Tenant set forth in Section 22.15(a)and Section 22.15(b)hereof,respectively,be satisfied or waived by the respective Party as provided therein. IV PURPOSE 8 4.0 Permitted Uses. Tenant shall be permitted to use the Premises for uses consistent with the operation of a live entertainment venue together with ancillary uses thereto,including,without limitation, operation of food and beverage service (including, without limitation, food storage, preparation, service and consumption,bar service and the sale and consumption of alcoholic beverages), operation for dining and bar facilities, VIP rooms and facilities, private and public rental events such as, but not limited to, musical concerts, comedy acts, club nights, film debuts, film festivals, art festivals, corporate rentals, private parties,product exhibitions,meetings,fund raising events,charity events,broadcasting,recording, sale of concessions,and sale of merchandise related to the operations or events on the Premises,exhibiting of pay-per-view events,events for viewing on a screen,and/or in an auditorium generally,the display and sale of works of art,videotapes,promotional items,music,CDs,DVDs,and other items sold generally from time to time at live entertainment venues,conducting parking operations at the Parking Areas,and to fully use and enjoy such other portions of the Premises,including subleasing and licensing such areas therein as Tenant may desire,all in accordance with,and as permitted by applicable law(collectively,the"Permitted Uses"). 4.1 Licenses and Permits; Compliance. In connection with Tenant's operation of the Premises for the Permitted Uses, Tenant shall obtain and maintain in good standing all required licenses and permits which relate to Tenant's operation and its intended Permitted Uses of the Premises, including without limitation, as applicable, live entertainment business activity, any permit or licenses required to promote live entertainment events and to sell and serve food and beverages for on-premises consumption,and other applicable laws. Landlord shall not be responsible for the cost of any compliance,improvement,alteration or repairs due to a change in use of the Premises by Tenant or due to any alterations or installations by Tenant of matters such as speakers,seats,video equipment,lighting equipment,concession equipment and similar items. Landlord agrees to use reasonable good faith efforts to assist Tenant in timely obtaining all necessary permits and licenses for the development and operation of the Premises as contemplated by this Lease. In the event that unforeseen site conditions or entitlement issues arise due to the physical condition of the Premises or the nature of Landlord's title thereto, Landlord shall be responsible to resolve such conditions or issues in a manner acceptable to Tenant in its reasonable discretion. 4.2 Uses Prohibited. Tenant shall not use or occupy the Amphitheater Site contrary to any governmental statute,rule,order,ordinance,requirement,or regulation applicable thereto,or in any manner which would violate any certificate of occupancy affecting the same. 4.3 Landlord Permitted Use Rights. Landlord(or its designee for such purpose)may,pursuant to a written rental agreement with Tenant substantially similar to that form attached hereto as Exhibit F and incorporated herein or Tenant's then current form of rental agreement,rent the Amphitheater Site from Tenant at no"rental"charge for the Landlord Permitted Uses, with capacities up to the lawful maximum depending on the specific use and configuration of the spaces within the Amphitheater Site, and in each case subject to the terms and conditions of the written rental agreement between Tenant and Landlord(or such designee). In all circumstances of Landlord or any such designee renting or using the Amphitheater Site as provided above,Landlord or such designee(whichever is the party to the written rental agreement with Tenant) shall reimburse Tenant for any costs incurred by Tenant as a result of Landlord's or its designee's rental and usage, including, without limitation, any costs, expenses or amounts provided to be paid by Landlord or its designee in the rental agreement with Tenant for the event in question. Notwithstanding the foregoing: a. The Landlord Permitted Uses will be subject to availability and Landlord (or such designee) entering into a written rental agreement with Tenant substantially similar to that attached hereto as Exhibit F or Tenant's then current form of rental agreement;and b. In no event, without prior written consent of the Tenant,which may be withheld at Tenant's sole discretion,may a Landlord Permitted Use include any(i)ticketed entertainment events or(ii) 9 the presentation of live music other than talent which is local and not a professional live music entertainer. 4.4 Tenant's Exclusive Right to Possession and Use of Premises. Except as otherwise specifically provided in this Lease relating to remedies for a Tenant Default(defined herein)under this Lease, during the Term of this Lease,Tenant shall have the exclusive right to the possession and(together with its invitees, successors and assigns)use of the Premises (other than public Roadways and Utilities for which the City or utility companies are responsible). 4.5 Promoter Agreement. Landlord represents and warrants that as of the Commencement Date there shall be no other promoter agreement which affects the use or occupancy of the Premises,exclusive of this Lease and any other written agreements between Landlord and Tenant. 4.6 Restriction On Other Occupants' Use of Site. Notwithstanding anything to the contrary contained in this Lease, during the Term of this Lease, Landlord shall not cause or allow for a period in excess of three minutes any music, public address systems, or sounds of bells, whistles or sirens to be emitted from Landlord owned or controlled property which is audible from the outdoor event areas of the Amphitheater Site at a volume that exceeds normal speaking level at any time during a period commencing one hour prior to any outdoor event at the Amphitheater Site and continuing through the conclusion of such event; provided there shall be excluded from the foregoing restrictions any sounds emanated due to life- safety or emergency response systems of a political subdivision or the State. 4.7 Exclusive Use. Tenant(and its affiliates)shall have the exclusive right to operate a live music or entertainment venue at the Premises, which exclusive right shall include but not be limited to the presentation of live entertainment. 4.8 Operating Covenant. Tenant shall operate(or cause to be operated)the Amphitheater Site for its intended use as a first-class amphitheater during the Term of the Lease. 4.9 Ticketing. Tenant(together with its affiliates)shall have the exclusive right to perform or contract for all ticketing activities at the Premises (other than Landlord Permitted Uses to the extent provided in Section 4.3 and subject to the terms and conditions of the written rental agreement between Tenant and Landlord or its designee as provided therein), and which will not limit the Landlord's (or its designee's) reasonable use of the Parking Areas during non-event times(but subject to the parking rights of any retail or hospitality sublessees or licensees of any Ancillary Structures)with Tenant's prior written approval. 4.10 Revenues. Tenant shall be entitled to all revenues(exclusive of taxes collected in accordance with applicable law and not inconsistent with this Lease or the Development Agreement) from events and activities at the Premises (other than Landlord Permitted Uses to the extent provided in Section 4.3 and subject to the terms and conditions of the written rental agreement between Tenant and Landlord or its designee as provided therein),including,without limitation,(a)from the Amphitheater,the Parking Areas, and the Ancillary Structures, (b) from retail and hospitality and/or other commercial leases, subleases and licenses or similar contractual arrangements,relating to the Premises or any Permitted Uses thereof entered into by Tenant with third parties, in each case subject to any taxes, rents and/or fees actually levied and payable under this Lease by Tenant to the Landlord. 4.11 Naming Rights. Tenant shall have the absolute and exclusive right to name the Amphitheater and Ancillary Structures and to sell, assign or otherwise transfer to, or contract with,third parties selected by Tenant for all or a portion of such rights. Notwithstanding the foregoing, Tenant shall not enter into any such naming agreement which depicts or includes the name of (i) tobacco or tobacco products or manufactures or distributors thereof, (ii) fire arms or fire arm products or manufactures or distributors 10 thereof,(iii) sexually oriented businesses(as defined by law)or sexually oriented products(e.g.condoms, pornographic materials,sex toys,etc.),or(iv)a discriminatory name by nature(as defined by law). 4.12 Sponsorships. Tenant shall have the absolute and(together with its affiliates) exclusive right to enter into any sponsorship agreements affecting the Amphitheater, Ancillary Structures, and/or any other portions of the Premises and the operations therein,and all revenues from such sponsorships shall be the sole property of Tenant. 4.13 Exterior Signage. Tenant may erect any exterior signage permitted by law and subject to(a)such signage being similar to signage of similar facilities operated by Tenant (or, as applicable, customary or reasonable for any retail or hospitality or other commercial uses within areas of the Premises subleased or licensed by Tenant to third parties) and(b) applicable City Code requirements and, to the extent required thereby,Landlord's prior written approval,which approval shall not be unreasonably withheld,conditioned or delayed,provided that marquees and name signage may include scrolling information as to upcoming events at the Amphitheater Site. 4.14 Use of Tenant's Lo2o. Landlord shall not have the right to use the Tenant's logo for any purpose whatsoever, except as first expressly approved by the Tenant in writing and subject to any terms and conditions accompanying any such approval if granted. V RENT 5.0 Base Rent. The Base Rent for the Premises due from Tenant to Landlord on an annual basis and which shall be compounded by two percent (2%) annually on the first day of the calendar month following each twelve (12) month consecutive period from and after the Rent Commencement Date is Six Hundred Twenty-One Thousand,Five Hundred and 00/100 Dollars($621,500.00)which is due in equal monthly payments on the first day of each calendar month through the Term commencing on the Rent Commencement Date. By way of example and with Year 1 referring to the consecutive (12) month period immediately following the Rent Commencement Date: Year Annual Base Rent Monthly Installment* 1 $621,500 $51,791.67 2 ($621,500 x 1.02=) $633,930 $52,827.50 3 ($633,930 x 1.02=) $646,608.60 $53,884.05 *In the event that the Rent Commencement Date falls on any date other than the first day of a calendar month, Base Rent for such partial month shall be pro-rated based on the actual number of days in such month and payable on or before the first day of the calendar month following the month in which the Rent Commencement Date occurs. 5.1 [Intentionally Deleted]. 5.2 [Intentionally Deleted]. 5.3 Late Charge; Interest on Late.Payments. Each and every payment of Rent hereunder then due and payable under this Lease,which shall not be paid within five(5)business days of the date that Tenant receives written notice thereof from Landlord specifying such non-payment,shall carry a late charge in the amount of One Thousand Dollars ($1,000.00), which late charge and delinquent installment of payment shall bear interest at the rate, from time to time,of the UMB,N.A.prime rate of interest plus four percent (4%),per annum from the tenth(10`t')day following the date the payment of Rent was due under the terms of this Lease until the same shall be paid. 11 5.4 [Intentionally Deleted]. 5.5 [Intentionally Deleted]. 5.6 Additional Rent. The various components of any Additional Rent owed hereunder shall be payable at the times specified in this Lease for such payment, or if not so specified with respect to any particular component of Additional Rent,within 10 business days after Tenant receives a notice from the Landlord as to the amount owed. 5.7 General Rent Provisions. Except as specifically provided in this Lease,all payments of Rent shall be made without deduction, set off, discount or abatement in lawful money of the United States. Notwithstanding the obligation of Landlord,if any,to provide services under this Lease,except as otherwise specifically provided in this Lease,no temporary interruption of such services shall abate Tenant's duty to pay Rent or render Landlord liable for such temporary interruptions. 5.8 Triple Net Lease. This Lease is and shall be construed as a "triple net lease" and Tenant shall pay or cause to be paid all expenses to maintain the Premises (other than public Roadways and Utilities for which the City or utility companies are responsible) throughout the Term, except as otherwise provided herein. VI OPERATING COSTS;PARKING; PROPERTY TAXES 6.0 Operating Costs. Tenant shall be responsible for and pay for all operations of the Premises by Tenant or anyone claiming under Tenant (exclusive of Landlord Permitted Uses), including, without limitation, cleaning, repairs and maintenance to the Amphitheater and Ancillary Structures, all required insurance of Tenant(as set forth below) and security for the Premises,as applicable. Tenant will pay any impact taxes,hook-up fees and similar one-time costs, required in accordance with applicable City Code provisions or this Lease or separate Development Agreement executed by and between the Parties, associated with the development of the Project Site which are due to Tenant's work. 6.1 Parking Access. Tenant and/or Landlord with Tenant's express prior written approval may from time to time, enter into an agreement for the State,or an agency or political subdivision thereof,regarding the construction,maintenance and/or operation of the Parking Areas or portions thereof for Tenant events held on the Premises for the exclusive use of Tenant and Tenant's patrons and other individuals;provided, however,if no such agreement is entered into by the time Tenant desires to obtain its building permits for Amphitheater Site,Tenant may construct,maintain and operate the Parking Areas unless and until such an agreement(if any)is entered into between Tenant and the State or an agency or political subdivision thereof. Tenant shall have the ability to charge such Tenant patrons and other individuals a fee for parking in the Parking Areas and to keep all revenue collected, exclusive of any applicable taxes levied and due in accordance with State law. 6.2 Real Estate Taxes. Except for the existing levee assessment imposed by the Riverside Quindaro Bend Levee District (the "Levee District") in effect as of the Effective Date of this Lease (the "Levee Assessment"),the land comprising the Premises is anticipated to be exempt from ad valorem property taxes by virtue of ownership by the Landlord,and the Tenant Improvements thereon as well as the materials used in the construction and furnishing and equipping of the Project are anticipated to be exempt from ad valorem property taxes and sales and use taxes,respectively,by virtue of the Chapter 100 Incentives and/or use of the City's project exemption certificate with respect to purchases for the Public Infrastructure. Other than the Levee Assessment levied against the Premises, Tenant will not be responsible for the payment of any such taxes or impositions levied against the land comprising the Premises or any non-Amphitheater 12 improvements made to the Premises by the Landlord or any other party other than the Tenant. Subject to the terns and conditions of this Lease (including, without limitation, the tax abatements to be provided pursuant to Section 6.2(a)hereof and the Development Agreement),Tenant shall be responsible to pay(or cause to be paid) all real estate taxes and similar impositions assessed against the Tenant Improvements, such as the Amphitheater and Ancillary Structures at the Premises and associated with the ownership or operation thereof,specifically including all such taxes and impositions levied against Tenant's fee interest in the Tenant Improvements at the Premises. a) Notwithstanding the foregoing or anything in this Lease to the contrary, in consideration of the Tenant Contribution to the design and construction of the Project,the City shall promptly take all of the necessary legal steps to effectuate the Chapter 100 Incentives and provide the benefits thereof for the Tenant including a Ten(10)year 100% abatement of property taxes on the Tenant Improvements. 6.3 Taxes on Leasehold and Personal Property. Subject to the terms and conditions of this Lease (including,without limitation, Section 6.2 hereof), Tenant shall be responsible for and shall pay(or cause to be paid)before delinquent all ad valorem taxes levied against Tenant's interest in this Lease or against personal property of any kind owned or placed in,upon or about the Premises by Tenant. VII SALES AND USE TAX 7.0 Sales and Use Tax. Tenant hereby covenants and agrees to pay(or cause to be paid) when due, any sales,use or other such tax(excluding state and/or federal income tax)now or hereafter imposed upon its operations at the Premises by the United States of America, the State of Missouri or any political subdivisions thereof,notwithstanding the fact that the statute, ordinance or enactment imposing the same may endeavor to impose the tax on Landlord. Any such amounts as may be paid by Landlord shall be reimbursed to Landlord by Tenant and shall constitute Additional Rent under this Lease, subject to the terms and conditions hereof(including, without limitation, Section 7.0(a) of this Lease) and Landlord's obligations under the Development Agreement. a) Notwithstanding the foregoing or anything in this Lease to the contrary, in consideration of Tenant's agreement to construct the Public Infrastructure on behalf of the City and the Tenant Contribution to the design and construction of the Project,the City shall(i) as soon as reasonably practicable following the execution of this Lease, provide the City's sales and use tax exemption certificate(s)to Tenant for Tenant and its contractors to purchase materials for such Public Infrastructure exempt from sales and use tax (outside of the Chapter 100 Incentives); and (ii) in coordination with the Tenant,promptly upon the execution of this Lease,diligently take all of the necessary legal steps to effectuate the Chapter 100 Incentives and provide the benefits thereof for the Tenant,including a sales and use tax exemption on construction materials for the Project and FF&E for the Tenant Improvements. VIII INSURANCE 8.0 Tenant's Insurance. Tenant covenants and agrees to provide and maintain (or cause to be provided and maintained)in full force and effect,at no cost or expense to Landlord,throughout the Term, (i) comprehensive general liability insurance and liquor legal liability insurance insuring against liability for personal injury and death in limits of not less than$1,000,000 for death of or injury per occurrence,and $5,000,000 in the annual aggregate, (ii) from commencement of construction of the Project upon the Premises(or the Effective Date of this Lease,whichever is later)until the completion thereof,a policy or policies of builder's risk insurance, either on a "completed value" form with coverage based on the 13 estimated value of the completed Amphitheater Site, including any and all Tenant Improvements in or on the Amphitheater Site, or on a "reporting" form with coverage based on the then-current value of the Amphitheater Site,including any and all Tenant Improvements,in or on the Amphitheater Site,at the time of each report (provided that the Tenant may comply with the requirement to maintain builder's risk insurance by arranging for its construction contractor to maintain such coverage),(iii)after completion of the Amphitheater Site, "all risk"casualty insurance covering all of the Amphitheater Site and all Tenant Improvements thereon in an amount not less than the total replacement value thereof, and (iv)insurance covering Landlord in amounts no less than required pursuant to Section 537.610 RSMo (subject to loss deductible clauses not to exceed$50,000). Tenant shall also carry at least a$5,000,000 umbrella covering general,liquor and property liability insurance. 8.1 Form of Insurance:Waiver and Indemnity. All insurance required to be carried by Tenant under this Lease shall be effected under valid and enforceable policies issued by insurers licensed to do business in the State of Missouri or generally recognized international insurers or reinsurers with an A.M.Best rating of B+ or the equivalent thereof or better. At least 10 days prior to the expiration of any policy required under this Lease, Tenant shall endeavor to provide Landlord certificates of insurance showing renewal or replacement coverage. Tenant covenants and warrants that it will pay or cause to be paid the premiums payable with respect to each such policy when due and, upon written request of Landlord, will provide Landlord with evidence of such payment within ten(10) business days after Landlord's request therefor. In the event Tenant fails to pay or cause to be paid any such premiums or to exhibit such evidence of payment as aforesaid, Landlord may, but shall not be obligated to, upon the continuance of such non- payment for a period of ten(10)days following written notice to Tenant specifying the same,procure such insurance and/or pay such premiums in such amounts,respectively, on Tenant's behalf, and the amounts actually expended therefor by Landlord shall constitute Additional Rent hereunder and shall be immediately payable by Tenant to Landlord within ten (10) business days following Tenant's receipt of Landlord's statement therefor. All policies of insurance required to be carried by Tenant hereunder shall name Landlord and Tenant as the insureds or additional insureds,as their respective interests may appear. Each policy of insurance required to be carried by Tenant hereunder shall contain an agreement, to the extent reasonably possible at no or no more than a reasonable additional cost,by the insurer thereunder that such policy shall not be cancellable except upon thirty (30) days prior written notice to Landlord. Notwithstanding the foregoing, as an alternative to maintaining the insurance required to be carried by Tenant under this Lease,Tenant may elect to self-insure for all or any portion of the coverage so required pursuant to a commercially reasonable self-insurance program as approved in writing by the City (such approval not to be unreasonably withheld,conditioned or delayed). IX UTILITIES 9.0 Utilities. Tenant, at its sole cost and expense, shall arrange for and obtain service for electric current, water and sewer, and gas directly from the public utility companies furnishing service to the Premises, including but not limited to the lighting of the Parking Areas, subject however,to any contrary provisions of any agreement regarding the Parking Areas between Tenant and the State or any agency or political subdivision thereof(to the extent such provisions require the State or its agency or political subdivision to arrange for and/or obtain such services, for example). The costs of such services shall be paid by Tenant directly to such public utility companies. Any charge for utilities services not paid when due by Tenant and assessed against the Landlord may be paid by Landlord,and the amount of such charge, together with any interest or penalties thereon, plus Landlord's administrative charge of One Hundred Dollars($100),shall be immediately due and payable by Tenant to Landlord,as Additional Rent hereunder, upon Tenant's receipt of Landlord's statement therefor. Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of utility service furnished to the Premises by reason of any act or omission of the utility company serving the Premises or for any other reason not attributable to the gross negligence or willful misconduct of Landlord. 14 X REPAIRS AND ALTERATIONS 10.0 Alterations. Without the consent of Landlord,Tenant may perform such improvements,alterations and changes to the Premises and Tenant Improvements as Tenant may desire as long as such matters complement or are reasonably consistent with the operation of the Amphitheater as a live music or entertainment venue for the Permitted Uses. In the case of material alterations for which applicable City Code provisions require additional City review and approval, Tenant will comply with the City Code and all applicable law,regulations and ordinances prior to making them. Any such improvements, alterations, and changes shall be done by Tenant, its successors or assigns, as applicable,at its/their sole cost and expense and in a good and workmanlike manner,in compliance with all applicable laws,rules,codes and regulations applicable to the Premises and lien free(and Tenant shall bond or otherwise cause to be discharged any such liens filed against the Premises in connection therewith promptly within 30 days of same). 10.1 Maintenance. During the Term, Tenant will operate and maintain (or cause to be operated and maintained)the Premises and Amphitheater Site in an orderly and first class manner consistent with other live music or entertainment venues in the United States;provided,however,that one or more third parties selected by the Tenant (such as the State or any agency or political subdivision thereof entering into an agreement with Tenant regarding the Parking Areas), may provide and maintain the Parking Areas or portions thereof in good condition and repair,reasonable wear and tear excepted. XI DAMAGE OR DESTRUCTION 11.0 Destruction. (a) If the Amphitheater and/or Ancillary Structures or any part thereof shall be damaged by fire or other casualty,Tenant shall give prompt notice thereof to Landlord and this Lease shall continue in full force and effect except as hereinafter set forth. (b) If the Amphitheater and/or Ancillary Structures("Improvements")or any part thereof shall be partially damaged or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by and at the expense of Tenant, and the Rent,shall be equitably abated(for purposes of this section,"partially"shall mean the cost of repairing and restoring the damaged Improvements to their condition existing prior to such fire or other casualty is an amount equal to at least 10%, but no more than 50%, of the fair market value of such Improvements preceding such fire or other casualty). (c) If the Amphitheater and/or the Ancillary Structures are totally damaged or rendered wholly unusable by fire or other casualty,then the Rent shall be proportionately paid up to the time of the fire or other casualty and thenceforth shall cease until the date when the Amphitheater and/or Ancillary Structures shall have been repaired and restored by Tenant; provided, however, if such damage occurs in the final five(5)years of the Initial Term or during any Renewal Term and/or is due to flood or flood impacts,Tenant may elect to terminate this Lease by written notice to Landlord given within 90 days after such damage occurs,specifying a date for the termination of this Lease,which date shall not be earlier than 10 days or more than 60 days after the giving of such notice,and upon the date specified in such notice this Lease shall terminate as fully and completely as if such date were the date set forth above for the termination of this Lease and Tenant shall forthwith quit,vacate and surrender the Premises without prejudice however to either Party's rights and remedies against the other Party for any default by such other Party under this Lease prior to such termination, and any Rent owing shall be paid up to such date of the fire or other casualty and any payments of Rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. Notwithstanding the foregoing,each Party shall look first to any insurance in its favor,before making any claim against the other Party for recovery,for loss or damage to such Party's property resulting from fire or other casualty,and to the extent that such insurance is in force and collectible and to the extent permitted by law,Landlord and Tenant each hereby releases and 15 waives all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasors' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also, provided that such a policy can be obtained without additional premiums or cost. Tenant acknowledges that Landlord shall not be obligated to carry insurance covering any loss to Tenant or to repair any damage to the Amphitheater Site or Tenant's property located therein. Additional Rent shall not be subject to abatement for any reason. XII CONDEMNATION 12.0 Condemnation. If the whole or part of the Premises (including, without limitation, the Amphitheater Site or Parking Areas)shall be acquired or condemned by eminent domain or transfer in lieu thereof to such extent that the Tenant cannot reasonably and in an economically feasible manner continue its intended uses and operations on the Amphitheater Site or elsewhere on the Premises in substantially the same scale and manner as originally anticipated by the Parties to this Lease,then and in that event,Tenant shall have the right to terminate this Lease whereupon the term of this Lease shall cease and terminate from the date of Tenant's termination notice and Tenant shall have no claim for the value of any unexpired term of this Lease. XIII ASSIGNMENT AND SUBLETTING 13.0 Sublease or Assignment. Tenant, except as herein provided, shall not, without Landlord's prior written consent(which shall not be unreasonably withheld,conditioned or delayed),sublease all or any part of the Premises or assign any of it rights or obligations under this Lease. Notwithstanding the foregoing or anything to the contrary contained in this Lease,Tenant shall have the right at any time to sublease,assign, license or otherwise permit use or occupancy of all or any portion of the Premises, without Landlord's approval or consent,to any(i)related entity,affiliate,subsidiary or parent company of Tenant,(ii)company in which Tenant has a controlling interest or is under common control with,(iii)successor entity,whether by merger,consolidation or otherwise,(iv)person or entity that purchases all or substantially all (defined as 51% of Tenant's assets or a controlling interest in Tenant's stock, as applicable) of Tenant's assets or stock,(v)to an entity which is set up to hold the liquor license for all or a portion of the Premises,(vi)any retail or hospitality company or operator who will occupy all or any portion of an Ancillary Structure under a sublease or license or other contractual arrangement with Tenant and serve the general public(not solely customers of the Amphitheater);provided,however,that any such sublease,assignment or other permitted use or occupancy shall not relieve Tenant of its obligations under this Lease. Further, notwithstanding anything to the contrary contained in this Lease,Tenant shall have the right to grant licenses,concessions, operating/management agreements,and rentals for events and concession services,and the right to assign all or a portion of its interest in the Premises and Tenant Improvements and/or this Lease to lenders as collateral for financing purposes,without Landlord's approval or consent,and all of the foregoing shall not be deemed to be an assignment or sublease,or otherwise,in violation of this Lease,provided that the same shall not relieve Tenant of its obligations under this Lease. In addition to and without limitation of the preceding sentence,Landlord acknowledges that Tenant may elect to finance all or a portion of its Project Costs through a multi-venue fmancing program Tenant is currently establishing, and Landlord agrees to cooperate with Tenant in connection therewith, including to enter into and execute such reasonable and customary agreements and other documents as may be required by the lender or reasonably requested by Tenant in connection therewith,including(without limitation),consenting or otherwise agreeing to Tenant (and/or a parent or other affiliate)pledging all of its assets,the ownership interests in it as an entity and/or or similar transactions. XIV MECHANIC'S LIENS 16 14.0 Mechanic's Liens. (a) Nothing in this Lease shall be construed in any way as constituting the permission,consent or request of Landlord,express or implied,through act or omission to act,by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor services or the furnishing of any materials for any alteration to the Premises,or as giving Tenant any right, power or authority to contract for or permit the rendering of any such labor or services or the furnishing of any materials in such fashion as would permit the filing of any mechanic's lien or making a claim against the Premises in respect thereto or Landlord as the owner of the Premises. (b) Tenant shall keep the Premises free from any liens arising out of the work performed, materials furnished or obligations incurred by, through or under Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any claims, liabilities, judgments or costs (including, without limitation, reasonable attorneys' fees and costs) arising out of same or in connection therewith. Tenant shall remove(or cause to be removed)any such lien by bond or otherwise within thirty (30)days after written notice from Landlord specifying the same,and if Tenant shall fail to do so,Landlord may pay the amount necessary to remove such lien without being responsible for investigating the validity thereof. The amount actually paid by Landlord shall be deemed Additional Rent under this Lease payable upon demand,without limitation as to any other remedies available to Landlord under this Lease. XV INDEMNITY AND RELEASE 15.0 Tenant's Indemnity. Tenant shall defend and indemnify Landlord and its elected or appointed officials, officers, employees, and agents, and hold them harmless from and against any and all claims, actions, damages, liability, losses, suits, obligations, fees, and expenses (including reasonable attorneys' fees) (collectively, "Claims"), including Claims for death or injuries to person or property, to the extent arising from Tenant's operations at the Premises,except to the extent of any Claims arising from or caused in whole or in part by the gross negligence or willful misconduct of Landlord, its officials, agents, contractors,invitees or employees. This Section shall survive the termination of this Lease with respect to any damage,bodily or personal injury,illness or death occurring prior to such termination. 15.1 Intentionally Deleted XVI RIGHTS RESERVED TO LANDLORD 16.0 Rights Reserved to Landlord. Without limiting any other right reserved or available to Landlord under this Lease, at law or in equity, Landlord, on behalf of itself and its agents reserves the following rights to be exercised at Landlord's election: (a) To inspect the Premises from 8:00 am to 5:00 pm upon at least 48 hours prior notice and at any time in the event of an emergency; (b) To show the Premises from 8:00 am to 5:00 pm upon at least 48 hours prior notice to prospective purchasers, or mortgagees, of Landlord's interest therein, and within eighteen (18) months prior to the expiration of the Term, from 8:00 am to 5:00 pm upon at least 48 hours prior notice to persons wishing to rent all or any portion of the Premises. Landlord shall have the right to place a"For Rent"sign on the Premises during such eighteen(18)month period. Landlord may enter upon the Premises for any and all of said purposes and may exercise any and all of the foregoing rights hereby reserved in a reasonable manner without being deemed guilty of an eviction or disturbance of Tenant's use or possession of the Premises. 17 XVII QUIET ENJOYMENT 17.0 Quiet Enjoyment. So long as Tenant is not in default under the covenants and agreements of this Lease relating to the manner in which Tenant operates the Premises beyond any applicable cure period, Tenant's quiet and peaceable enjoyment of the Premises shall not be disturbed,hindered or interfered with by Landlord or by any person claiming by,through or under Landlord. XVIII INTENTIONALLY DELETED 18.0 [INTENTIONALLY DELETED.] XIX ENVIRONMENTAL COMPLIANCE 19.0 Environmental Compliance. As used herein, the term "Hazardous Materials" means and includes any,each and all substances or materials now or hereafter regulated pursuant to any Environmental Laws, including, but not limited to, any such substance or material now or hereafter under any Environmental Laws defined or as deemed to be a"regulated substance,"pesticide,"hazardous substance" or"hazardous waste"or included in any similar or like classification or categorization thereunder. Except to the extent disclosed in the Phase I Environmental Site Assessment prepared by Kingston Environmental Services and dated October 22,2002 for the Premises delivered to Tenant prior to the Effective Date hereof, Landlord hereby represents and warrants to Tenant that as of the Effective Date of this Lease,Landlord has no knowledge, nor has reasonable cause to believe, that any release of any Hazardous Materials has occurred at the Premises or that any Hazardous Materials are otherwise present at the Premises,except in quantities in compliance with Environmental Laws. Landlord further represents and warrants,to the best of its actual knowledge, without independent inquiry,that the Premises is in compliance with any and all applicable requirements of the Resource Conservation Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984, and the Comprehensive Environmental Response, Compensation and Liability Act,Hazardous Materials Transportation Act,Toxic Substances Control Act,Federal Insecticide, Fungicide and Rodenticide Act and all other applicable federal, state and local laws, statutes,regulations, rules,requirements and ordinances,as any of the foregoing have been or may be from time to time amended, supplemented or supplanted,and with all orders,decrees or judgments of governmental authorities or courts having jurisdictions, relating to the preservation of the environment or the regulation, use, generation, storage, control,removal or clean-up of Hazardous Materials(collectively,"Environmental Laws"). To the extent any Hazardous Materials are present in,at,on or about the Premises through no fault of Tenant or a third-party affiliated with Tenant's operations,Landlord shall be responsible for removing or otherwise remediating such Hazardous Materials to the extent required by, and in full compliance with, all Environmental Laws at no cost to Tenant.In addition to and without limiting its obligations under Section 15.1 above, Landlord shall defend all actions against the Tenant and any Tenant mortgagee, and pay, protect,indemnify and save harmless Tenant,its directors,officers,employees and agents,and any Tenant mortgagee, from and against any and all Claims (including, without limitation,reasonable attorneys' and consultants' fees, and response and cleanup costs), of any nature relating to any action brought against Tenant or such other party or parties arising out of or in any way relating to any environmental condition, or violation,or claimed violation,of Environmental Laws,existing or arising prior to the Commencement Date("Pre-Term Condition"). Tenant agrees, during the Term, that it will not cause or permit any Hazardous Materials to be placed,held,located,released,transported or disposed of at the Premises in violation of any Environmental Laws. Tenant shall contain or remove from the Premises and/or the Improvements or perform any other necessary remedial action regarding any Hazardous Materials in any way affecting the Premises and/or the Improvements if such containment, removal or other remedial action is required of the owner and/or 18 operator of the Premises and/or the Improvements under any Environmental Laws and,to the extent Tenant takes any remedial action with respect to any Hazardous Materials whether or not so required,Tenant shall perform any containment, removal or remediation of any involving any Hazardous Materials in any way affecting the Premises and/or Improvements in accordance with the requirements of all applicable Environmental Laws unless such violation of the Environmental Laws was caused by Landlord's or its agents negligence or willful misconduct or was a Pre-Term Condition in which case Landlord shall be responsible for any and all remediation and other costs.Tenant shall indemnify and hold Landlord harmless from and against any and all Claims(including,without limitation,reasonable attorneys' and consultants' fees, and response and cleanup costs) in any way related to any violation or claimed violation of Environmental Laws by Tenant that occurs during the Term and other than in connection with a Pre-Term Condition. XX SURRENDER 20.0 Surrender. Upon the expiration of the Term(as extended to include any Renewal Term associated with any Renewal Options exercised by Tenant)or earlier termination of this Lease in accordance with its terms for any reason (whether by forfeiture or lapse of time, upon the termination of Tenant's right to possession of the Premises by Landlord or termination of this Lease by Tenant,or otherwise)Tenant will at once surrender and deliver to Landlord in good condition and repair,reasonable wear and tear excepted (or such other condition as provided in Section 11 if terminated pursuant to same),the Premises and upon such expiration of the Term or such earlier termination of this Lease,subject to Section 20.1 below,title to the Tenant Improvements located on the Premises and then held by Tenant and located on the Premises will automatically vest in Landlord,together with all alterations therein or thereto,in their"AS IS,WHERE IS CONDITION,"which Tenant Improvements shall at such point,subject to Section 20.1 below,become the absolute property of Landlord without the requirement of any deed or other instrument of conveyance to effect the transfer of title to the same to Landlord. 20.1 Removal of Tenant's Property. Upon or before the scheduled expiration of the Term(inclusive of the Renewal Term associated with any Renewal Options exercised by Tenant),or within ninety(90)days after the earlier termination of this Lease,Tenant may remove Tenant's articles of personal property,trade fixtures,furniture and equipment;provided,however,that Tenant shall repair any damage to the Premises or Tenant Improvements which may result from such removals. If Tenant does not remove its trade fixtures from the Premises within the applicable timeframe specified above,Landlord may treat such trade fixtures as having been conveyed to Landlord with this Lease as a bill of sale,without further payment or credit by Landlord to Tenant. 20.2 Holding Over. Any holding over by Tenant of all or any portions of the Amphitheater Site or Premises after the expiration of this Lease shall operate and be construed to be a tenancy from month to month only, terminable by either Party in accordance with applicable State law, at 150% of the monthly rate of Base Rent payable hereunder as of the date immediately preceding such expiration or earlier termination,plus any Additional Rent attributable to the applicable month of holding over by Tenant. If Tenant continues to hold over after a written demand by Landlord for possession at the expiration of the Lease or after termination by either party of a month-to-month tenancy created pursuant to this Section,or after termination of the Lease or of Tenant's right to possession pursuant to Section 21.0 hereof, Tenant shall pay monthly rental at a rate equal to twice the rate of Base Rent payable hereunder immediately prior to the expiration or other termination of the Lease or Tenant's right to possession. Nothing contained in this Section 20.2 shall be construed to give Tenant the right to hold over after expiration of this Lease,and Landlord may exercise any and all remedies at law or in equity to recover possession of the Amphitheater Site and Premises. 19 XXI REMEDIES AND TENANT'S PROPERTY 21.0 Defaults. Tenant agrees that upon the occurrence of any one or more of the following events that continues beyond any applicable cure period Tenant shall be considered in default under this Lease(each, a"Tenant Default")as said term is used herein,that is to say,if: (a) Tenant shall be adjudged an involuntary bankrupt,or a decree or order approving,as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the federal bankruptcy laws as now or hereafter amended,or under the laws of any state,shall be entered,and any such decree or judgment or order shall not have been stayed pending appeal, vacated or set aside within sixty(60)days from the date of the entry or granting thereof;or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in any petition in bankruptcy or any petition pursuant or purporting to be pursuant to the federal bankruptcy laws as now or hereafter amended,or Tenant shall institute any proceedings or give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or under laws relating to the relief of debtors, readjustment of indebtedness, reorganization,arrangements,composition or extension;or (c) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or (d) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside or stayed pending appeal within sixty(60) days from the date of entry or granting thereof; or (e) Tenant shall fail to make any payment of Rent or any other payment required to be made by Tenant hereunder when due as herein provided and such failure to pay shall continue for ten(10) days after written notice thereof from Landlord to Tenant;or (f) Tenant shall fail to keep,observe or perform any of the other covenants or agreements herein contained to be kept, observed and performed by Tenant, other than those referred to in the foregoing subparagraph(e)of this Section,and such default shall continue for thirty(30)days after written notice from Landlord to Tenant specifying such default and requiring that it be remedied, unless such default shall reasonably require a longer period to cure as agreed to in writing by the Parties, in which case Tenant shall not be deemed in default and shall have such agreed upon additional reasonable period of time as is necessary to cure such default provided Tenant commences the required performance promptly and thereafter diligently pursues and completes such action. Upon the occurrence of any one or more of such Tenant Defaults, Landlord may, at its election, terminate this Lease,or terminate Tenant's right to possession only,without terminating this Lease. Upon termination of this Lease, or upon termination of Tenant's right to possession without termination of this Lease, Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord. Upon termination of this Lease for a Tenant Default, Landlord shall be entitled to recover as damages,all Rent and other sums due and payable by Tenant on the date of termination,plus:(1)an amount equal to the value of the Rent and other sums provided herein to be paid by Tenant for the balance of the then-current Term hereof, less the fair rental value of the Amphitheater,Amphitheater Site and Premises 20 and all other Improvements thereon for the balance of the then-current Term(taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including, if applicable, expenses hereinafter described relating to recovery of the Amphitheater and Premises,preparation for reletting and reletting itself);and,(2)the cost of performing any other covenants to be performed by Tenant. If Landlord elects to terminate Tenant's right to possession only,without terminating this Lease,Landlord may, at Landlord's option, enter into the Amphitheater and Amphitheater Site and Premises, remove Tenant's signs and other evidences of ownership or tenancy, and take hold and possession thereof as hereinabove provided, without such entry and possession terminating this Lease or releasing Tenant, in whole or in part, from Tenant's obligations to pay the Rent hereunder for the full Term or from any other of its obligations under this Lease. Landlord shall use good faith,commercially reasonable efforts to relet all or any part of the Amphitheater and Amphitheater Site and Premises for such rent and upon such terms as shall be reasonably satisfactory to Landlord (including the right to relet the Amphitheater and Amphitheater Site and Premises for a term greater or lesser than that remaining under this Lease Term). For the purposes of such reletting, Landlord may, at its sole cost, decorate or make any repairs, changes, alterations or additions in or to the Amphitheater and Amphitheater Site and Premises that may be necessary or convenient. If Landlord does not relet the Amphitheater and Amphitheater Site and/or Premises,Tenant shall pay to Landlord,on demand,damages equal to the amount of the Rent,and other sums provided herein to be paid by Tenant for the remainder of the then-current Lease Term less the fair rental value of the Amphitheater and Amphitheater Site and Premises and all other Improvements thereon for the balance of the then-current Term. If the Amphitheater and Amphitheater Site and/or Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such reletting(but excluding decorating, changes, alterations, additions or improvements) and the collection of the rent accruing therefrom(including,but not by way of limitation,attorney's fees and broker's commissions),to satisfy the Rent and other charges herein provided to be paid for the remainder of the then-current Lease Term,Tenant shall pay to Landlord on demand any deficiency and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section from time to time. Notwithstanding the foregoing or anything in this Lease to the contrary, Landlord's right to terminate this Lease(or Tenant's right of possession hereunder) upon the occurrence of a Tenant Default shall only be available to Landlord in the event that all other remedies available to Landlord hereunder,or at law or in equity(including, without limitation,monetary damages,and any specific performance, self- help, injunctive and equitable remedies available at law or in equity) are inadequate to reasonably compensate Landlord for its actual damages due to such Tenant Default. Landlord hereby covenants and agrees to Tenant that Landlord will use its good faith, commercially reasonable efforts to mitigate its damages to the greatest extent reasonably possible in the event of any default by Tenant. 21.1 Remedies Cumulative. No remedy herein or otherwise conferred upon or reserved to Landlord or Tenant shall be considered to exclude or suspend any other remedy but the same shall be cumulative and shall be in addition to every other remedy given hereunder,or now or hereafter existing at law or in equity or by statute,and every power and remedy given by this Lease to Landlord(in the case of a Tenant Default) or Tenant(in the case of a Landlord Default)may be exercised from time to time and so often as occasion may arise or as may be deemed expedient by Landlord or Tenant,as the case may be. No provision of this section 21.1 or any other provision of this Lease shall be construed to waive the defense of sovereign immunity of Landlord. 21.2 No Waiver. No delay or omission of Landlord or Tenant to exercise any right or power arising from any default event by the other Party hereunder shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein. No waiver of any breach of any of the covenants of this Lease shall be construed,taken or held to be a waiver of any other breach,or as a waiver, acquiescence in or consent to any further or succeeding breach of the same covenant. The acceptance by Landlord of any payment of Rent or other charges hereunder after the termination by 21 Landlord of this Lease or of Tenant's right to possession hereunder,shall not,in the absence of agreement in writing to the contrary by and between the Landlord and Tenant, be deemed to restore this Lease or Tenant's right to possession hereunder,as the case may be,but shall be construed as a payment on account, and not in satisfaction of damages due from Tenant to Landlord. 21.3 Events of Default by Landlord. Landlord agrees that upon the occurrence of any one or more of the following events that continues beyond any applicable cure period, Landlord shall be considered in default of this Lease(each,a"Landlord Default")as said term is used herein: (a) Landlord fails to pay any amount owing to Tenant hereunder within thirty (30) days following written notice from Tenant that the applicable payment was not timely made;or (b) Landlord shall fail to comply with any of the terms,covenants or conditions in this Lease, other than those referred to in the foregoing subparagraph(a)of this Section,for a period of thirty (30)days after written notice from Tenant to Landlord specifying such failure, or in the case of a failure which cannot,exercising diligence,reasonably be cured within said thirty(30)day period, if Landlord fails to proceed within said thirty(30) day period to cure the same or to thereafter to prosecute the curing of such default with due diligence or in any event fails to complete the curing of such default within sixty(60)days following Tenant's initial written notice;or (c) Landlord fails to commence to perform, keep or observe any covenants, conditions, agreements or obligations or diligently pursue the same to completion under any agreement that would adversely affect Tenant,the Premises or any Tenant Improvements,or the ability of Tenant to use the Premises for Permitted Uses,and such failure continues for a period of twenty(20)days after written notice from Tenant to Landlord specifying the items in default, or in the case of a failure which cannot,exercising diligence,reasonably be cured within said twenty(20)day period, Landlord fails to proceed within said twenty (20) day period to commence to cure the same or commences to cure within said period but thereafter fails to prosecute the curing of such failure with due diligence or in any event to actually complete the curing of such failure within forty-five (45)days of such initial notice from Tenant;or (d) Landlord is in default under the Development Agreement or the Parking Agreement;or (e) Following Board of Aldermen approval of the Chapter 100 Incentives,if the City takes,or fails to take,any act that results in the termination or reduction of any benefits of the Chapter 100 Incentives;or (f) If the City imposes,or provides any approval or other authorization required on the part of the City for the City or another political subdivision to impose,any special assessments other than the Levee Assessment(as defined in Section 6.2 hereof),or any special sales taxes and/or use taxes, other than the CID Sales Tax and the TDD Sales Tax, on all or any portion of the Premises or Tenant Improvements;or (g) Any act or omission by the City which,through no fault of Tenant,results in the land within the Premises no longer being exempt from real property taxation pursuant to Section 6.2 of this Lease. 21.4 Tenant Remedies. Upon the occurrence of any Landlord Default, Tenant shall, except as otherwise expressly provided herein,have all rights and remedies provided hereunder and by law and equity from time to time.Notwithstanding the foregoing or anything in this Lease to the contrary,in the event any 22 Landlord Default occurs under Sections 21.3(e)-(g)above and Tenant incurs additional taxes,assessments and/or other costs due to any one or more such Landlord Defaults(collectively"Additional Costs"),Tenant shall be entitled to a credit against the Base Rent in the amount of such Additional Costs actually incurred by Tenant(each,a"Rent Credit"),which shall be credited against the Base Rent otherwise payable under this Lease, as the same becomes due monthly, until the entirety of the Rent Credit has been so applied; provided,however,that the Rent Credits described above shall only be available to Tenant in the event that all other remedies available to Tenant hereunder, or at law or in equity (including, without limitation, monetary damages,and any specific performance,self-help,injunctive and equitable remedies available at law or in equity) are inadequate to reasonably compensate Tenant for its actual damages due to such Landlord Default. 21.5 Public Sources of Funds.Notwithstanding anything in this Lease to the contrary,in the event that all or any portion of the public Sources of Funds(consisting of the State Funds,City Funds,and Tenant's Share of CID&TDD Revenues)does not come to fruition,Tenant shall not have any obligation to proceed with the development of the Project or to expend all or any portion of Tenant's Contribution or other funds. Without limiting the generality of the foregoing,Landlord agrees to contribute(or cause to be contributed) the City Funds to the costs of the Public Infrastructure pursuant to the cost certification process set forth in the Development Agreement and the other terms and conditions thereof and set forth in this Lease. XXII MISCELLANEOUS 22.0 Amendments must be in Writing. None of the covenants,terms or conditions of this Lease,to be kept and performed by either Party,shall in any manner be amended,altered,waived,modified,changed or abandoned unless by a written instrument,duly signed and delivered by all of the Parties hereto. 22.1 Notices. Any notices,communications and waivers under this Lease shall be in writing and shall be delivered either by(i)registered or certified mail,return receipt requested, or(ii)by overnight express carrier,addressed in each case as follows. To Landlord: City of Riverside,Missouri 2950 N.W.Vivion Road Riverside,Missouri 64150 Attn: City Administrator With a copy to: Spencer Fane,LLP 304 East High Street Jefferson City,Missouri 65101 Attn: Joe Bednar To Tenant: Live Nation Entertainment,Inc. c/o Live Nation 9348 Civic Center Drive Beverly Hills,California 90210 Attn: President 23 with copies to: Live Nation Entertainment,Inc. 325 N.Maple Drive,2"d Floor Beverly Hills,CA 90210 Attn: Chief Counsel—Concerts Polsinelli PC Attn: Korb Maxwell 900 W.48th Place,Suite 900 Kansas City,MO 64112 or to any other address as to any of the Parties hereto, as such Party shall designate in a written notice to the other party hereto. All notices sent pursuant to the terms of this Section shall be deemed received(i)if personally delivered,then on the date of delivery,(ii)if sent by overnight,express carrier,then on the next federal banking day immediately following the day sent,or(iii)if sent by registered or certified mail,then on the earlier of the third federal banking day following the day sent or when actually received. 22.2 Relationship of Parties. Nothing contained herein shall be deemed or construed by the Parties hereto, nor by any third party, as creating the relationship of principal, or of joint venture by the Parties hereto,it being understood and agreed that no provision contained in this Lease nor any acts of the Parties hereto shall be deemed to create any relationship other than the relationship of landlord and tenant. 22.3 Captions. The captions of this Lease are for convenience only and are not to be construed as a part of this Lease and shall not be construed as defining or limiting in any way the scope or intent of the provisions hereof. 22.4 Severability. If any term or provision of this Lease shall, to any extent, be held invalid or unenforceable,the remaining terms and provisions of this Lease shall not be affected thereby,but each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 22.5 Law Applicable. This Lease shall be governed by,construed and enforced in accordance with the laws of the State of Missouri. 22.6 Covenants Binding on Successors. The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors,administrators,successors,and except as otherwise provided in this Lease,their assigns. 22.7 Brokerage. Each of the Parties to this Lease warrants and represents that it has had no dealings with any broker or agent in connection with this Lease. Each party covenants to pay,hold harmless and indemnify the other from and against any and all cost, expense or liability for any compensation, commissions and charges claimed by any broker or agent claiming through such party with respect to this Lease or the negotiation thereof. 22.8 No Personal Liability of Landlord. It is specifically understood and agreed that there shall be no personal liability of Landlord's elected or appointed officials, and/or employees, agents or other representatives in respect to any of the covenants,conditions or provisions of this Lease;in the event of a breach or default by Landlord of any of its obligations under this Lease, Tenant shall look solely to the Landlord's interest in the Premises and Project (including, without limitation, the issues and proceeds thereof)for satisfaction of Tenant's remedies. 22.9 Waiver of Jury Trial. It is mutually agreed by and between Landlord and Tenant that they and their respective successors and permitted assigns and any permitted subtenant of Tenant hereby knowingly waive trial by jury in any proceeding or counterclaim brought by any of them in any matters whatsoever 24 arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant,Tenant's use or occupancy of the Premises,and any emergency statutory or any other statutory remedy. 22.10 Estoppel Certificate. Tenant,at any time and from time to time,upon at least 20 days' notice by Landlord, shall execute, acknowledge and deliver to Landlord, and/or to any other person, firm or corporation specified by Landlord,a statement certifying that this Lease is unmodified and in full force and effect(or,if there have been modifications,that the same is in full force and effect as modified and stating the modifications),stating the dates to which the Rent has been paid,and stating whether or not there exists any defaults by Landlord under this Lease,and,if so,specifying each such default. 22.11 Mutual Waiver of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, IN NO EVENT SHALL EITHER PARTY BE ENTITLED TO CLAIM OR MAKE A RECOVERY FOR ANY CONSEQUENTIAL, PUNITIVE, REMOTE(INCLUDING,WITHOUT LIMITATION,ANY LOST FUTURE TAX REVENUES)OR SPECIAL DAMAGES, AND EACH PARTY HEREBY UNCONDITIONALLY AND ABSOLUTELY WAIVES ALL CLAIMS FOR ANY CONSEQUENTIAL, PUNITIVE, REMOTE OR SPECIAL DAMAGES. 22.12 Time is of the Essence. Time is of the essence in Tenant's and Landlord's performance of this Lease. 22.13 Public Announcements. All press releases and public announcements relating to this Lease will be agreed to and prepared jointly by Landlord and Tenant. Tenant may elect to require that no such announcements are made. 22.14 Force Majeure. If by reason of any event of Force Majeure either party to this Lease is prevented, delayed or stopped from performing any act which such party is required to perform under this Lease,the deadline for performance of such act by the party obligated to perform shall be extended for a period of time equal to the period of prevention, delay or stoppage resulting from the Force Majeure event and the payment of any sums due or accruing will be abated and not accrue during the continuance of such Force Majeure event. As used in this Lease,the term"Force Majeure"shall include,but not be limited to,fire or other casualty, weather conditions (including dry-out periods), inability to secure materials, strikes or labor disputes(over which the obligated party has no direct or indirect bearing in the resolution thereof,or if said party does have such bearing, said dispute occurs despite said party's good faith efforts to resolve the same), acts of God, acts of the public enemy or other hostile governmental action, civil commotion, terrorist acts, governmental restrictions, regulations or controls, judicial orders, epidemics, pandemics, disease outbreaks, and/or other events over which the Party obligated to perform (or its contractor or subcontractors)has no control. 22.15 Landlord and Tenant Contingencies. a. Landlord's obligations under this Lease are contingent upon: (i) The execution and delivery of this Lease and the Development Agreement by Landlord and Tenant. If any of the foregoing contingencies has not been satisfied(or waived in writing by Landlord)on or before January 1, 2024, then within thirty (30) days thereafter, upon written notice to Tenant, Landlord may terminate this Lease effective as of the date in the written notice which shall not be less than ten(10)days or more than twenty(20)days following the date of such notice. b. Tenant's obligations under this Lease are contingent upon: 25 (i) Landlord has approved Tenant's Plans for the Premises(including,without limitation,the Amphitheater,Ancillary Structures, and the Public Infrastructure)pursuant to the City's normal planning and zoning process in accordance with applicable City Code requirements; provided, however, that Landlord acknowledges and agrees that Tenant may, if it so desires, cause one or more private or public third parties,including,without limitation,the State or any agency or political subdivision thereof,to design and/or perform the construction of all or a portion of the Public Infrastructure; Tenant deems the contingency contained in this subsection(b)(i)satisfied as of the Effective Date of this Lease; (ii) Tenant's receipt(in form satisfactory to Tenant in its sole and absolute discretion) of any remaining governmental approvals, permits and any consents not received by Tenant as of the Effective Date(a)required or that Tenant reasonably deems necessary for the construction of the Project(including, without limitation, the Amphitheater, Ancillary Structures, Parking Areas, and the other Public Infrastructure)and Tenant's intended operation and uses thereof,including,but not limited to,any and all rezoning,special use permit, development plan,plat,Levee District,public,quasi-public or private utility provider,or other governmental or quasi-governmental approvals required for compliance with the City's Levee Critical Area Regulations (to the extent applicable to and required for the Project) and any other permits and approvals to construct and operate the Project pursuant to applicable City Code provisions (together with any waivers,variances or other form of relief from the strict application thereof that Tenant reasonably deems necessary for the construction and/or operation of the Project); and (b) that are a prerequisite to the issuance of a certificate of occupancy (excluding normal building inspections to the extent required by applicable law and not occurring until at or around Project completion) for(1)the first class Amphitheater(including, but not limited to, with respect to holding live performances for not less than a capacity of 15,000 people) and (2) the Parking Areas, and the other Public Infrastructure, in each case in a manner such that such areas and improvements will comply with the requirements of this Lease and,as applicable,the Development Agreement; (iii) Tenant's receipt of a license for the sale of beer,wine and liquor at the Amphitheater Site and Premises, and Tenant's intended uses thereof, and an entertainment services business license, each under conditions satisfactory to Tenant in its sole and absolute discretion; (iv) The execution and delivery of the Development Agreement simultaneously with the execution and delivery of this Lease by Landlord and Tenant; (v) There being no sound ordinance or other law adopted by the City after the Effective Date hereof which would preclude or curtail Tenant's normal and customary operations of the Amphitheater Site; (vi) There not being any defects, liens or other encumbrances affecting the Premises (or any portion thereof)which are objectionable to Tenant in its sole and absolute discretion, and which,through no fault of Tenant,first appear in the public records after the Effective Date of this Lease; (vii) The CID Reimbursement Agreement (as defined in the Development Agreement) being executed and delivered by and between Landlord and the CID providing assurances with respect to Tenant's reimbursement with (and priority to) CID Revenues, as more particularly described in the Development Agreement, and Tenant's receipt of the fully-executed CID Reimbursement Agreement in form and substance acceptable to Tenant in its sole discretion; (viii) Establishment of the TDD pursuant to a proper petition in form and substance approved in advance,in writing,by Tenant,and the adoption of a resolution,and/or such other documents and actions by the TDD, as necessary to impose the TDD Sales Tax therein (as such terms are defined in the Development Agreement); 26 (ix) The TDD Reimbursement Agreement(as defined in the Development Agreement)being executed and delivered by and between Landlord and the TDD providing assurances with respect to Tenant's reimbursement with (and priority to) TDD Revenues, as more particularly described in the Development Agreement, and Tenant's receipt of the fully-executed TDD Reimbursement Agreement in form and substance acceptable to Tenant in its sole discretion; (x) Tenant's receipt of a true and complete copy of that certain Funding Agreement between the City and Missouri Development Finance Board("MDFB")duly executed by both the City and MDFB in the form of the last draft provided to Tenant on August 9, 2024,and any other documents to which the City or MDFB is or will be a Party,related to the State Funds(collectively,the"Grant Agreement"),and Tenant's receipt of a fully executed copy of the Grant Agreement in form and substance acceptable to Tenant; (xi) The City's approval and passage of an ordinance authorizing the issuance of the Bonds (as defined in the Development Agreement), and approving the form of Bond Documents and such other authorizations and documents as necessary to close the issuance of the Bonds and effect the Chapter 100 Incentives and for Tenant to realize the full benefits thereof,all in form and substance acceptable to Tenant; and (xii) Final Agreement between the Parties as to the Permitted Encumbrances to be inserted as Exhibit E hereto, and the form of rental agreement to inserted as Exhibit F hereto, and the same actually being so inserted as Exhibit E and Exhibit F to this Lease,respectively. If any of the foregoing contingencies,excluding contingency(iii),has not been satisfied in Tenant's sole discretion (or expressly waived in writing by Tenant), by December 31, 2024, then upon sixty (60) days' written notice to Landlord,Tenant may terminate this Lease at any time prior to such satisfaction or waiver,effective as of the date in the written notice. 22.16 Memorandum of Lease. Landlord and Tenant shall,concurrently with the execution of this Lease, execute a memorandum of this Lease in the form attached hereto as Exhibit G, or other form reasonably acceptable to Tenant and Landlord, for recording in the chain of title of the Premises, setting forth the Parties hereto, the Effective Date hereof, the Term hereof,the Renewal Options provided hereunder, any options,rights of purchase or first refusal,or reversionary interests,and any other specific terms the Parties reasonably agree in good faith to include therein. Said memorandum shall be promptly recorded by Landlord against the entirety of the Premises, not later than ten(10) days following the full execution of this Lease in any event or Tenant shall have and Landlord does herby grant to Tenant the right to record a memorandum of this Lease against the Premises. [counterpart signature pages to follow] 27 IN WITNESS WHEREOF,Landlord and Tenant have,with the requisite authority,respectively signed and entered into this Lease to be effective as of the Effective Date. LANDLORD: CITY OF RIVERSIDE,MISSOURI By: atifiet,( Printe Name and Title TENANT: LIVE NATIQ T T MENT, INC. By: Michael Rowles General Counsel and Secretary Printed Name and Title [Signature Page to Second Amended and Restated Ground Lease Agreement] EXHIBIT A PREMISES LEGAL DESCRIPTION All of Lots 2 and 3 and part of Tract A,REPLAT OF DOORLINK, 1ST PLAT,a subdivision in the City of Riverside and all that part of the Northwest Quarter,the Northeast Quarter,the Southeast Quarter, and the Southwest Quarter of Fractional Section 7, Township 50 North, Range 33 West of the Fifth Principal Meridian,City of Riverside,County of Platte, State of Missouri,more particularly described by Randy G. Zerr,Missouri PLS-2018016442,on March 15,2024 as follows: Beginning at the Northwest corner of said Lot 3,thence South 89°24'06"East,along the North line of said Lot 3, 1387.26 feet to the Northeast corner thereof; thence South 00°20'28" West, along the East line of said Lot 3,29.85 feet to a point of intersection with the westerly extension of the North line of said Lot 2; thence South 89°39'33" East, along said North line and the extension thereof, 1299.11 feet to a point of intersection with the West line of said Tract A; thence North 00°20'16" East, along said West line, 80.00 feet to the Southwest corner of 40 WEST AT HORIZONS,a subdivision plat in said City of Riverside,as recorded in the Platte County Recorder of Deeds' Office in Book 22, on Page 372 (Instrument No. 2022007889); thence, along the South line of said 40 WEST AT HORIZONS subdivision plat, the following three(3)courses;thence South 89°39'33"East,867.62 feet;thence South 59°14'16"West, 182.07 feet to a point of curvature;thence southwesterly,along a non-tangent curve to the left having an arc length of 484.02 feet,a radius of 544.00 feet,and a chord which bears South 33°47'13"West,468.21 feet;thence South 08°17'52"West,239.27 feet;thence southwesterly,along a non-tangent curve to the right having an arc length of 853.65 feet,a radius of 1356.00 feet,and a chord which bears South 26°19'58" West,839.62 feet;thence South 45°37'57" East,81.00 feet;thence southwesterly,along a non-tangent curve to the right having an arc length of 129.41 feet, a radius of 1437.00 feet, and a chord which bears South 46°56'51" West, 129.36 feet; thence South 00°20'16" West, 86.90 feet to the Northerly right-of-way of Interstate Highway I-635 as now established in March 2024; thence the following five (5) courses to follow said Interstate Highway right-of-way;thence South 59°45'01"West,341.72 feet;thence South 49°45'53"West, 331.08 feet; thence South 43°11'53" West, 295.37 feet; thence South 66°15'51" East, 41.16 feet; thence South 32°10'28"West, 186.77 feet to the East line of the Riverside-Quindaro Bend Levee District;thence the following twenty-seven(27) coursed to follow said Levee District East line; thence North 66°45'03" West, 513.39 feet; thence North 66°43'35" West, 594.19 feet; thence North 66°19'03" West, 339.24 feet; thence North 58°43'00" West, 129.73 feet; thence North 52°20'27" West, 106.59 feet; thence North 46°39'03"West,97.58 feet;thence North 40°59'26"West,96.05 feet;thence North 34°25'09" East, 74.70 feet; thence North 53°58'19" East, 96.12 feet; thence North 36°12'34" West, 50.00 feet; thence South 53°58'18"West,95.98 feet;thence South 73°37'17"West,74.34 feet;thence North 33°38'59"West, 58.61 feet; thence North 26°16'50" West, 135.90 feet; thence North 17°31'50" West, 181.09 feet; thence North 08°46'51"West, 135.90 feet;thence North 03°46'48"West,45.33 feet;thence North 00°38'28"East,376.57 feet; thence North 00°38'51" East, 252.39 feet; thence North 72°35'06" East, 79.77 feet; thence South 89°36'44" East, 92.98 feet; thence North 00°30'45" East, 15.98 feet; thence North 00°22'16" West, 4.52 feet; thence North 00°43'15" East, 29.82 feet; thence North 89°28'07" West, 93.17 feet; thence North 70°55'42"West,79.92 feet;thence North 00°39'00"East,279.78 feet to the Point of Beginning,containing 5,905,938 square feet,or 135.582 acres,more or less. EXHIBIT B PROJECT SITE PLAN . . , [6E RE Al T 0 R 81,1010 7:415= k , , 11 1 1 / 1 CIVILINCIMER 1 i . 1 ., ' 1 11 1 1`1*111 a PRUCTUIUL MOWN ---....J 1 J,....„0",•••_,fa' .„--.2: ..*':s ,• •••= - ___ ---,---, - ,--'47::ail ,''''....-, — .11 i ,YIP Stria 011006111rS' 't°*17!!!'VT' --- -Will 1. ,,,....-:.>„---- • 1 11,,'; 1 7.,,i,s:t ...„ ,,,, __ , ,, . , . I, • 1 0 ::-..,,;,.- !,,' ,„7„,,,-„--.1 ' . . il i 1,- ' • li.11 1 i..!,,-,,:i., „. . . . , -,-: , - 1 , ---., -- • ,;, J 'I. uktu.,.....s.s, . 4301frlittiMir%'/-214,/'7,' ///44 - 4:0',-...,...,. •Nys`t,/.._, . .......... .-7",// t 1'Il .,...i.744 ili : .11=. A . „.,•.. . 't . rviZ.',,',„"eye,/ '07, .04401 ...- 1 .1 . — -..- -- ..— ,1...1 •:;"4 ,.' ,•-. K1 ',/ : ifit o.4104 II , g_ . I, .-- , '• ..1,..,:,".....", ,,,,i( .:.,: 0 . :::::.:r;',- vo ;.•.." ,,/, -. •./.,,,///..,....... gitah.w..... ,I,,I,_ __ / ,,,/( ',, "it , .....,40, ..ii, iL ....,,, i ,.•,,,-.=-- , . ........ ~4.., -it / ,/ _- RIVERSI ,,,.- A ...,,,' AMPHITHEATE ,if__,..................... r i , '*, _2 '•' - -410 ,...-. ___....----- . , ..',,.....'. Ai. \ , 1 --- if . , • 11MERE110(MO.64 Ay .._- -----' - , 1 11111' -1- 7 ' * ------, '.... 1 Mg. 114.1111,11011.1.111.w.in 1.0/141.111,1.1131 ,/+ (4) = 118111.C.11/./obat.,C um Chr,d14 11.1.R1/1/, 1.1 1, Gina.Luou1 / / EXHIBIT C PROJECT BUDGET (See Exhibit C-1 for additional line item detail) General Line Item Category Estimated Project Costs Public Infrastructure Tenant Improvements Total Project Budget Constuction Costs Pre-Construction Services $ 341,839 $ 543,229 5 885,068 Construction Cost-Phase 1 Surcharging 5 2,826,089 5 - 5 2,826,089 Construction Cost-Phase 2 Infrastructure $ 27,000,000 $ - $ 27,000,000 Asphalt Car Parking 5 3,980,000 5 - $ 3,980,000 Prevailing Wage Requirement $ 3,250,000 $ - $ 3,250,000 Phase 3 Vertical(Amphitheater) $ - $ 58,887,064 $ 58,887.064 Subtotal-Construction Costs $ 37,397,928 $ 59,430,293 $ 96,828,221 Soft Costs Branding S - $ 150,000 $ 150,000 Architecture&Engineering S 1,194,299 $ 1,897,900 5 3,092,199 Pre-Construction 5 77,718 5 123,504 $ 201,222 Site&Civil 5 152,001 $ 241,549 $ 393,550 Project Management 5 38,623 $ 61,377 5 100,000 Kitchen Equipment Design $ - 5 79.600 5 79,600 Arch&Production Lighting Design S - $ 164.020 5 164,020 Acoustic Design 5 - $ 14,800 5 14,800 Signage j Wayfinding Design $ 77,246 $ 122,754 S 200,000 Environmental Impact Assessment $ 18,945 $ 30,105 $ 49,050 Zoning/Permit Fees $ 141,746 $ 225,254 $ 367,000 Testing/Quality Control $ 57,934 $ 92,066 $ 150,000 Reimbursable Expenses 5 23.174 5 36,826 5 60,000 Subtotal-Soft Costs $ 1,781,685 $ 3,239,756 $ 5,021,441 FF&E S - 5 10,880,718 5 10,880.718 Contingency 5 2,703,461 5 4,296,159 $ 6,999,620 TOTAL ESTIMATED PROJECT COSTS: 5 41,883,075 $ 77,846,925 $ 119,730,000 EXHIBIT C-1 PROJECT BUDGET(CONTINUED) Riverside Amphitheater Zs tam'tad sio)act Costa 7.W Roles Cast P1sr 7-Su ttssptp rose 2-Infrastructure Prose 3-V.r5rW 100&aiding I FLOW Costs A trans Costs s PreiCons5o000o Services Satine69 vnu.1.&reneges 126.070 Passe 2-1.6s6.Nsa 5375.7193 PM..3•vrrr 043229 Construction Cost Phase/Sischegng S2.820.069 c.sauc*a 0A60.7 Pc 0 .a 02 Wes tremors Woe*); O.rrw.q•4brsrw 000,000 Sit.ousf 0attfor*beam* 030000 cps a aC. GenrrCo.bm. S234,433 Frio Entrosmy3we7es 17.603 OFPP ravrrce 132.333 Overseas 1104,623 Pros 1130,270 Ai Construction Cost.Phase 2Infrastructure 034230000 (bncin ofon O.mdr.*0 PmrM.Wes ' Erasmus 0.413,3 4 Si.spas 94.301,179 Cunard.Prey 4 Cues 13.337,212 Woe n o000 ng.s mow 9400.722 cmuWrta..Patina/At Surfaces $2.709.00 persad A.OI.Cr P.rbs 3./am 13.2e0000 tr7acapmg 4 Ingot. S2.137,146 ()now*1.1,w AWrKe 100.379 Oeratsesse AbrrKe $1.343.C23 5.+wa.gr...mn.Ab..r r $7.703.313. Seasoner Aherne S1,601,279 PRs Af:f4 Camerae Comm. 2395,796 Fnu fn9..reK'Sr.ve7.s 160.701 Onsuntive 1310.920 Ocsenamt 11,007,066 hM S1.30'3173 .f Coeestn,ck.Cost-Phase 3 Vartcat(Mgontl7aeM) S360117.064 15907.064 1199,130.321 S2.152.1 W 0419769 10.134293 200 Soh Cats ara••s 1790.0130 S130.000 .r0A9rtu.1 Soyastemis 0.002,190 190257 0.103.919 11,1116.033 usaCoostructois 1201222 05673 S71$36 S133.913 900 007M 12923 0 511,466 6140.497 1241,566 Prowl 4smspan 0 S109400 S2.019 130.700 S6t2s1 *Adios 099row40.•ryt R.Wry 09.900 579600 Arcs a Passumo.4ytrtp O..'iSrm.few 610,020 1764,020 AORAac boar 574,600 01/3600 Sgtap.l 9,030.031100.9. 1200000 19137 117,301 1122.564 E»rerm ii 9ojaa A..w.ne. 149030 S1.432 S17.911 630.196 2000409016s Far 0367,000 110,757 5131.019 3225270 l070s*10.03 tossed 0750,000 3,370 03,00 192073 Ronoon.e.Espinosa 00,p00 S1.157 121,420 1311529 0.10W Co^9^paeco i0 10 11.1131,14/ 11136.639 01003142 13.239.716 360 PPME Cab Fos.Swag S2.726.30 82.r26,SN 8w Swan i YW taurss Ind r Mama •s<lM.4 Or Er ..ol 12.319,000 02.33.000 35 1163,003 5766.000 320000 S240.002 9690A00 0650 000 : •• .. )070000 1300.000 1300.000 .. weortr S7.ans 11.324.770 S1.324.170 079.000 075.000 tower Squaw;W atfi.Cvs i abusers Sr 1590.000 5990.0(10 Fsawn An Somata'iconic guitar 0Ks) 5129.000 3125.000 Loose axnnue S1.000.000 S1.000000 Proa,twn S51 GotAs lnci instove Se0000D S800000 v qn,r, S5550 000 5550,000 S 7e.6/0716 00 10 S10,00,218 400 Conting,ncv + 56.999620 S204.295 I S2.499.165 I S4,296.1S9 Total Estimated Coat of the Project St19,730,000 SS,191,094 $38,691,981 S77,848,928 H1,883,073 Total Estimated Cost of the Pu6lk hh.eh7eture EXHIBIT D SOURCES OF FUNDS PROJECT USES' PROJECT SOURCES' une item Category Estimated Cost Sources of funds Dollar Amount Public Infrastructure Budge, State Funds' $ 20,000,000 Constuction Costs $ 37,397,928 City Funds' $ 5,000,000 Soft Costs $ 1,781 685 Developer's Private Funds' $ 94,730,000 Contingency $ 2,703,461 Subtotal-Publk Infrastructure S 41,883 075 Tenant Improvements Budget Ccnstuction Costs $ 59,430,293 Soft Costs $ 3,239,756 FF&E S 10,880,718 Contingency S 4,296,159 Total Estimated Project Costs of the Tenant Improvements: $ 77,846,925 TOTAL USES: S 119,730,000 TOTAL SOURCES: 5 119,710,000 'Subject[Gibe restrictions in footnotes 2&3 below,the descriptions of line item categories,dollar amounts and allocation of sources to uses above are estimates only,and subject to change in Tenant's discretion,including(without limitation)as actual pricing is obtained,as Project Costs are actually incurred,and State Funds and Cdy Funds are actually disbursed and/or reimbursed for such purposes 'The State Funds shall be used exclusively to pay(or reimburse Tenant,as the case may be)for the Project Costs incurred(or to be incurred)to construct the Public Infrastructure(as defined in this Lease),including,but not limited to parking.roadways,lighting,utilities and sidewalks,and to remediate and improve soil conditions to support the Amphitheater. 'The City Funds shall be used exclusively to pay(or reimburse Tenant,as the case may be)for those Project Casts to complete the Public Infrastructure which (a)to the extent proposed to be reimbursed with CID revenues generated from CID Sales Tax,fall within the powers of a Missouri community improvement district pursuant to the Community Improvement District Act,RSMo 67.1401 to 67.1571,inclusive,or are otherwise payable or reimbursable thereunder(collectively,"CID Costs");and (b)to the extent proposed to be reimbursed with revenues generated from TDD Sales Tax,constitute costs of a'Project'as described in the Missouri Transportation Development District Act,RSMo Sections 238.200 to 238.275,inclusive,or are otherwise payable or reimbursable thereunder(collectively,'TOD Costs") °The portion of Tenant's private funds to be reimbursed with CID Sales Tax or TOD Sales Tax shall be used exclusively for Project costs,ongoing maintenance and improvements and/or such other costs that constitute CID Costs or TOD Costs,respectively EXHIBIT E PERMITTED ENCUMBRANCES [Landlord shall provide Tenant with a current ALTA Title Commitment within 30 days of the Effective Date. Tenant shall notify Landlord of any objections to the scheduled B-II exceptions in said Commitment within twenty(20)days of receipt thereof. All B-II exceptions noted on such current ALTA Title Commitment timely provided to Tenant by Landlord and not objected to by Tenant shall be the "Permitted Encumbrances." Landlord and Tenant reaching agreement on the final list of Permitted Encumbrances shall be part of Tenant's contingencies as set forth in Section 22.15(b)of this Lease.Upon such agreement,the final list of Permitted Encumbrances shall be inserted herein as Exhibit E,without the need for an amendment to this Lease, and shall serve as the Permitted Encumbrances for all purposes of this Lease.] EXHIBIT F RENTAL AGREEMENT FORM [To Be Agreed on by Landlord and Tenant,and such agreed upon form of Rental Agreement inserted herein as Exhibit F to this Lease,without the need for an amendment to this Lease,Prior to Expiration of Tenant's Contingencies in Section 22.15] EXHIBIT G FORM OF MEMORANDUM OF LEASE Title of Document: MEMORANDUM OF SECOND AMENDED AND RESTATED GROUND LEASE AGREEMENT Date of Document: October 3,2024 Grantors: CITY OF RIVERSIDE,MISSOURI Grantor Mailing Address: 2950 N.W.Vivion Road Riverside,Missouri 64150 Attn: City Administrator Grantee: LIVE NATION ENTERTAINMENT,INC., a Delaware corporation Grantee(s)Mailing Address: c/o Live Nation 9348 Civic Center Drive Beverly Hills,California 90210 Attn: President with a copy to: Live Nation Entertainment,Inc. 325 N.Maple Drive,2'Floor Beverly Hills,California 90210 Attn: Chiefs Counsel-Concerts Legal Description: See Exhibit A Reference Book and Page(s): N/A WHEN RECORDED RETURN TO: Polsinelli PC 900 W.48th Place, Suite 900 Kansas City,Missouri 64112 Attn: Kevin Lee MEMORANDUM OF SECOND AMENDED AND RESTATED GROUND LEASE AGREEMENT This MEMORANDUM OF SECOND AMENDED AND RESTATED GROUND LEASE (this "Memorandum") is made as of October 3, 2024 (the "Effective Date"), by and between the CITY OF RIVERSIDE,MISSOURI,a fourth-class city organized and existing under the laws of the State of Missouri ("Grantor"),and LIVE NATION ENTERTAINMENT,INC.,a Delaware corporation("Grantee"). RECITALS A. Grantor is the fee owner of certain real property located in City of Riverside,Platte County, Missouri, as legally described on Exhibit A and generally depicted on Exhibit B attached hereto and incorporated herein(the"Property"); B. Grantor and Grantee have entered into (i) an unrecorded LEASE AGREEMENT dated December 6,2022(the"Original Agreement");(ii)that certain AMENDED AND RESTATED GROUND LEASE AGREEMENT dated as of March 7, 2024, which amended, restated and replaced the Original Agreement in its entirety(the"First Amended Lease");and(iii)that certain SECOND AMENDED AND RESTATED GROUND LEASE AGREEMENT dated as of October 3,2024,which amended and restated the first Amended Lease in its entirety(collectively,as so amended,the"Lease"); C. Pursuant to the Lease,Grantor(as Landlord)has granted to Grantee(as Tenant)a leasehold interest in the Property constituting the Premises(as defined in the Lease)(the"Premises"); D. Grantor and Grantee desire, by means of public recording, to give notice of Grantee's rights,title and interest under the Lease. NOW,THEREFORE,in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the undersigned Grantor and Grantee hereby give notice,for purposes of public recording,of the following: 1. Property. Grantor has granted to Grantee a leasehold interest in the Premises. 2. Term. The Lease was effective upon the Effective Date thereof and, unless earlier terminated in accordance with its terms,has an Initial Tenn that commences on the Rent Commencement Date and expires on the 20`h anniversary thereof, subject to Grantee's right and option (as the Tenant thereunder)to extend the Initial Term(and Term of the Lease)for up to five(5)consecutive and individual periods of 10 years each,all as more particularly set forth and described in the Lease.During such Term of the Lease,this Memorandum and the Lease shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 3. Public Recording. It is understood and agreed that this Memorandum has been executed solely for purposes of public recording and for no other purposes whatsoever. In the event of any conflict between the terms of this Memorandum and the terms of the Lease,the terms of the Lease shall govern and control. [SIGNATURES ON FOLLOWING PAGE(S)] 37 IN WITNESS WHEREOF, Grantor and Grantee have executed and delivered this Memorandum effective as of the Effective Date. GRANTOR: CITY OF RIVERSIDE,MISSOURI, a fourth-class city organized and existing under the laws of the State of Missouri By: Name: Title: ACKNOWLEDGMENT STATE OF MISSOURI ) ) SS. COUNTY OF PLATTE ) On this day of ,2024,before me,a Notary Public in and for the State and County aforesaid,came ,to me personally known,who being by me duly sworn did say that s/he is of the CITY OF RIVERSIDE, MISSOURI, a fourth-class city organized and existing under the laws of the State of Missouri,and that said instrument was signed and delivered on behalf of such entity and acknowledged to me that s/he executed the same as the free act and deed of such entity. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Notary Public Printed Name: My Commission expires: (SEAL) [Grantor Signature Page to Memorandum of Second Amended and Restated Ground Lease Agreement] GRANTEE: LIVE NATION ENTERTAINMENT,INC., a Delaware corporation By: Name: Michael Rowles Title: EVP,General Counsel and Secretary A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF ) ss. COUNTY OF ) On this day of ,2024,before me, , a Notary Public,personally appeared Michael Rowles , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity,and that by his signature on the instrument the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary's Signature [Notarial Seal] [Grantee Signature Page to Memorandum of Second Amended and Restated Ground Lease Agreement] EXHIBIT A Legal Description of the Property All of Lots 2 and 3 and part of Tract A, REPLAT OF DOORLINK, 1ST PLAT,a subdivision in the City of Riverside and all that part of the Northwest Quarter,the Northeast Quarter,the Southeast Quarter, and the Southwest Quarter of Fractional Section 7, Township 50 North, Range 33 West of the Fifth Principal Meridian,City of Riverside,County of Platte,State of Missouri,more particularly described by Randy G. Zerr,Missouri PLS-2018016442,on March 15,2024 as follows: Beginning at the Northwest corner of said Lot 3,thence South 89°24'06"East,along the North line of said Lot 3, 1387.26 feet to the Northeast corner thereof; thence South 00°20'28" West, along the East line of said Lot 3,29.85 feet to a point of intersection with the westerly extension of the North line of said Lot 2; thence South 89°39'33" East, along said North line and the extension thereof, 1299.11 feet to a point of intersection with the West line of said Tract A; thence North 00°20'16" East,along said West line, 80.00 feet to the Southwest corner of 40 WEST AT HORIZONS,a subdivision plat in said City of Riverside,as recorded in the Platte County Recorder of Deeds' Office in Book 22, on Page 372 (Instrument No. 2022007889); thence, along the South line of said 40 WEST AT HORIZONS subdivision plat, the following three(3)courses;thence South 89°39'33"East,867.62 feet;thence South 59°14'16"West, 182.07 feet to a point of curvature;thence southwesterly,along a non-tangent curve to the left having an arc length of 484.02 feet,a radius of 544.00 feet,and a chord which bears South 33°47'13"West,468.21 feet;thence South 08°17'52"West,239.27 feet;thence southwesterly,along a non-tangent curve to the right having an arc length of 853.65 feet,a radius of 1356.00 feet,and a chord which bears South 26°19'58"West,839.62 feet;thence South 45°37'57"East,81.00 feet;thence southwesterly,along a non-tangent curve to the right having an arc length of 129.41 feet, a radius of 1437.00 feet, and a chord which bears South 46°56'51" West, 129.36 feet; thence South 00°20'16" West, 86.90 feet to the Northerly right-of-way of Interstate Highway I-635 as now established in March 2024; thence the following five (5) courses to follow said Interstate Highway right-of-way;thence South 59°45'01"West,341.72 feet;thence South 49°45'53"West, 331.08 feet; thence South 43°11'53" West, 295.37 feet; thence South 66°15'51" East, 41.16 feet; thence South 32°10'28" West, 186.77 feet to the East line of the Riverside-Quindaro Bend Levee District;thence the following twenty-seven (27) coursed to follow said Levee District East line; thence North 66°45'03" West, 513.39 feet; thence North 66°43'35" West, 594.19 feet; thence North 66°19'03" West, 339.24 feet; thence North 58°43'00" West, 129.73 feet; thence North 52°20'27" West, 106.59 feet; thence North 46°39'03"West, 97.58 feet;thence North 40°59'26"West,96.05 feet;thence North 34°25'09" East,74.70 feet; thence North 53°58'19" East, 96.12 feet; thence North 36°12'34" West, 50.00 feet; thence South 53°58'18"West,95.98 feet;thence South 73°37'17"West,74.34 feet;thence North 33°38'59"West, 58.61 feet; thence North 26°16'50" West, 135.90 feet; thence North 17°31'50" West, 181.09 feet; thence North 08°46'51"West, 135.90 feet;thence North 03°46'48"West,45.33 feet;thence North 00°38'28"East,376.57 feet; thence North 00°38'51" East, 252.39 feet; thence North 72°35'06" East, 79.77 feet; thence South 89°36'44" East, 92.98 feet; thence North 00°30'45" East, 15.98 feet; thence North 00°22'16" West, 4.52 feet; thence North 00°43'15" East, 29.82 feet; thence North 89°28'07" West, 93.17 feet; thence North 70°55'42"West,79.92 feet;thence North 00°39'00"East,279.78 feet to the Point of Beginning,containing 5,905,938 square feet,or 135.582 acres,more or less. [Exhibit A to Memorandum of Second Amended and Restated Ground Lease Agreement] EXHIBIT B General Depiction of Property _ K. -- : ‘,.. .-- . , , : :: irr '77' � 40'West at 1 4, ,,,,, ,,, ri, , I . �..."""' Horizons r Doorlink z - 3 "' I,, , g \ \ >1 PROPERTY• 1tiv" < �,� *7:40241111111.11111r11"..- 3E01 ;1 1 rl67,11,1 f .- , , i �t [Exhibit B to Memorandum of Second Amended and Restated Ground Lease Agreement] sl Recorded in Platte County, Missouri Ills I IIII IIII I1111 IIIII Ills IIII III H I Recording Date/Time: 10/31/2024 at 03:55:57 PM ,,ER Of Book: 1411 Page: 950 f04. Instr#: 2024011100 4• 't Pages: 6 �.� Fee: $39.00 S 20240010450 °0ukrf,�110' — " Christopher L.Wright CITY OF RIVERSIDE Recorder of Deeds Title of Document: MEMORANDUM OF SECOND AMENDED AND RESTATED GROUND LEASE AGREEMENT Date of Document: October 3,2024 Grantors: CITY OF RIVERSIDE,MISSOURI Grantor Mailing Address: 2950 N.W.Vivion Road Riverside,Missouri 64150 Attn: City Administrator Grantee: LIVE NATION ENTERTAINMENT,INC., a Delaware corporation Grantee(s)Mailing Address: do Live Nation 9348 Civic Center Drive Beverly Hills,California 90210 Attn: President with a copy to: Live Nation Entertainment,Inc. 325 N.Maple Drive,2'Floor Beverly Hills,California 90210 Attn: Chiefs Counsel-Concerts Legal Description: See Exhibit A Reference Book and Page(s): N/A WHEN RECORDED RETURN TO: Polsinelli PC 900 W.48th Place, Suite 900 Kansas City,Missouri 64112 Attn: Kevin Lee ceB_.0 141 1 P-a..1 950 MEMORANDUM OF SECOND AMENDED AND RESTATED GROUND LEASE AGREEMENT This MEMORANDUM OF SECOND AMENDED AND RESTATED GROUND LEASE (this "Memorandum") is made as of October 3, 2024 (the "Effective Date"), by and between the CITY OF RIVERSIDE,MISSOURI,a fourth-class city organized and existing under the laws of the State of Missouri ("Grantor"),and LIVE NATION ENTERTAINMENT,INC.,a Delaware corporation("Grantee"). RECITALS A. Grantor is the fee owner of certain real property located in City of Riverside,Platte County, Missouri, as legally described on Exhibit A and generally depicted on Exhibit B attached hereto and incorporated herein(the"Property"); B. Grantor and Grantee have entered into (i) an unrecorded LEASE AGREEMENT dated December 6,2022(the"Original Agreement");(ii)that certain AMENDED AND RESTATED GROUND LEASE AGREEMENT dated as of March 7, 2024, which amended, restated and replaced the Original Agreement in its entirety(the"First Amended Lease");and(iii)that certain SECOND AMENDED AND RESTATED GROUND LEASE AGREEMENT dated as of October 3,2024,which amended and restated the first Amended Lease in its entirety(collectively,as so amended,the"Lease"); C. Pursuant to the Lease,Grantor(as Landlord)has granted to Grantee(as Tenant)a leasehold interest in the Property constituting the Premises(as defined in the Lease) (the"Premises"); D. Grantor and Grantee desire, by means of public recording, to give notice of Grantee's rights,title and interest under the Lease. NOW,THEREFORE,in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the undersigned Grantor and Grantee hereby give notice,for purposes of public recording, of the following: 1. Property. Grantor has granted to Grantee a leasehold interest in the Premises. 2. Term. The Lease was effective upon the Effective Date thereof and, unless earlier terminated in accordance with its terms,has an Initial Term that commences on the Rent Commencement _ Date and expires on the 20°i anniversary thereof, subject to Grantee's right and option (as the Tenant thereunder)to extend the Initial Term(and Term of the Lease)for up to five(5)consecutive and individual periods of 10 years each,all as more particularly set forth and described in the Lease.During such Term of the Lease,this Memorandum and the Lease shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 3. Public Recording. It is understood and agreed that this Memorandum has been executed solely for purposes of public recording and for no other purposes whatsoever. In the event of any conflict between the terms of this Memorandum and the terms of the Lease,the terms of the Lease shall govern and control. [SIGNATURES ON FOLLOWING PAGE(S)] 37 B 1411 P g 950 IN WITNESS WHEREOF, Grantor and Grantee have executed and delivered this Memorandum effective as of the Effective Date. GRANTOR: CITY OF RIVERSIDE,MISSOURI, a fourth-class city organized and existing under the 1 of the State of Misso • By: C Name: • s Title: r' ACKNOWLEDGMENT STATE OF MISSOURI ) ) SS. COUNTY OF PLATTE ) On this 3 O day of 1)1OJ0 12.EL ,2024,before me,a Notary Public in and for the State and County aforesaid,came 14ekleiAL As Co me personally known,who being by me duly sworn did say that s/he is YVIALf 0L. of the CITY OF RIVERSIDE, MISSOURI, a fourth-class city organized and existing under the laws of the State of Missouri,and that said instrument was signed and delivered on behalf of such entity and acknowledged to me that s/he executed the same as the free act and deed of such entity. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Notary Public Printed Name: i,. L L . i w►CA J` � My Commission expires: CIA C,4 �� €.2O.D.- (SEAL) NOTARY PUBLIC SEAL STATE OF MISSOURI MY COMPASSION CO COUNTY 8,2027 COMPASSION#1539063+ [Grantor Signature Page to Memorandum of Second Amended and Restated Ground Lease Agreement] 1411 F ge 950 GRANTEE: LIVE NATION ENTERTAINMENT,INC., a Delaware cap r tiox By: A • Name: Michael Rowles Title: EVP,General Counsel and Secretary A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF California ) )ss. COUNTY OF Los Angeles ) On this Pperrl day of October ,2024,before me, -14e 1ene cer) , a Notary Public,personally appeared Michael Rowles , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity,and that by his signature on the instrument the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. . . \QQA/ Notary's Signature [Notarial Seal] s HELENE GREEN � _ COMM. #2374638 a w�� .ft NotaryPublic.California g z -/ Los Angeles County a 1 ;rvMr Comm.Expires Sep.11,2025 [Grantee Signature Page to Memorandum of Second Amended and Restated Ground Lease Agreement] B f e_e k-:. 1 4 1 1 Pa_ 950 EXHIBIT A Legal Description of the Property All of Lots 2 and 3 and part of Tract A, REPLAT OF DOORLINK, 1ST PLAT, a subdivision in the City of Riverside and all that part of the Northwest Quarter, the Northeast Quarter, the Southeast Quarter, and the Southwest Quarter of Fractional Section 7, Township 50 North, Range 33 West of the Fifth Principal Meridian, City of Riverside, County of Platte, State of Missouri,more particularly described by Randy G. Zen-,Missouri PLS-2018016442,on March 15,2024 as follows: Beginning at the Northwest corner of said Lot 3,thence South 89°24'06"East,along the North line of said Lot 3, 1387.26 feet to the Northeast corner thereof; thence South 00°20'28" West, along the East line of said Lot 3,29.85 feet to a point of intersection with the westerly extension of the North line of said Lot 2; thence South 89°39'33" East, along said North line and the extension thereof, 1299.11 feet to a point of intersection with the West line of said Tract A; thence North 00°20'16" East, along said West line, 80.00 feet to the Southwest corner of 40 WEST AT HORIZONS,a subdivision plat in said City of Riverside,as recorded in the Platte County Recorder of Deeds' Office in Book 22, on Page 372 (Instrument No. 2022007889); thence, along the South line of said 40 WEST AT HORIZONS subdivision plat, the following three(3)courses;thence South 89°39'33"East,867.62 feet;thence South 59°14'16"West, 182.07 feet to a point of curvature;thence southwesterly,along a non-tangent curve to the left having an arc length of 484.02 feet,a radius of 544.00 feet,and a chord which bears South 33°47'13"West,468.21 feet; thence South 08°17'52"West,239.27 feet; thence southwesterly,along a non-tangent curve to the right having an arc length of 853.65 feet,a radius of 1356.00 feet,and a chord which bears South 26°19'58" West, 839.62 feet; thence South 45°37'57" East, 81.00 feet;thence southwesterly, along a non-tangent curve to the right having an arc length of 129.41 feet, a radius of 1437.00 feet, and a chord which bears South 46°56'51" West, 129.36 feet; thence South 00°20'16" West, 86.90 feet to the Northerly right-of-way of Interstate Highway I-635 as now established in March 2024; thence the following five (5) courses to follow said Interstate Highway right-of-way;thence South 59°45'O1"West,341.72 feet;thence South 49°45'53"West, 331.08 feet; thence South 43°11'53" West, 295.37 feet; thence South 66°15'51" East, 41.16 feet; thence South 32°10'28"West, 186.77 feet to the East line of the Riverside-Quindaro Bend Levee District; thence the following twenty-seven (27) coursed to follow said Levee District East line; thence North 66°45'03" West, 513.39 feet; thence North 66°43'35" West, 594.19 feet; thence North 66°19'03" West, 339.24 feet; thence North 58°43'00" West, 129.73 feet; thence North 52°20'27" West, 106.59 feet; thence North 46°39'03" West, 97.58 feet; thence North 40°59'26"West, 96.05 feet; thence North 34°25'09" East, 74.70 feet; thence North 53°58'19" East, 96.12 feet; thence North 36°12'34" West, 50.00 feet; thence South 53°58'18" West,95.98 feet; thence South 73°37'17"West,74.34 feet;thence North 33°38'59"West,58.61 feet; thence North 26°16'50" West, 135.90 feet; thence North 17°31'50" West, 181.09 feet; thence North 08°46'51"West, 135.90 feet;thence North 03°46'48"West,45.33 feet;thence North 00°38'28"East,376.57 feet; thence North 00°38'51" East, 252.39 feet; thence North 72°35'06" East, 79.77 feet; thence South 89°36'44" East, 92.98 feet; thence North 00°30'45" East, 15.98 feet; thence North 00°22'16" West, 4.52 feet; thence North 00°43'15" East, 29.82 feet; thence North 89°28'07" West, 93.17 feet; thence North 70°55'42"West,79.92 feet;thence North 00°39'00"East,279.78 feet to the Point of Beginning,containing 5,905,938 square feet,or 135.582 acres,more or less. [Exhibit A to Memorandum of Second Amended and Restated Ground Lease Agreement] Eh 1-z 141 T Pa.-1 e 950 EXHIBIT B General Depiction of Property n� ,-= �_ --� ; 1. 40 West at..- . a x F , Ile 'DOor!FnK. f ,, z 1tk . N4 ; ,./._ . . 11-- t'iw, I )001, : 0'64;C: kV-fitiit PROPERTY I� `�� kF . [Exhibit B to Memorandum of Second Amended and Restated Ground Lease Agreement]