4.

Venue is proper in this Court pursuant to 610.027(6) in that CVC's principal

place of business is located in the City of St. Louis. The Lease and First-Tier Negotiations 5. The Regional Convention and Sports Complex Authority, a public body corporate

and politic of the State of Missouri ("RSA"), is the owner of the convention and sports facility adjoining the Cervantes Convention Center in the City of St. Louis, Missouri, currently known as the Edward Jones Dome (the "Facilities"). 6. RSA, as operating landlord, and CVC, as tenant, entered into a certain Operating

Lease dated August 28, 1991 ("Operating Lease") pursuant to which RSA has leased and demised the Facilities to CVC. 7. The CVC and The Los Angeles Rams Football Company, Inc., now known as The

Rams Football Company, Inc. ("RAMS"), entered into an Amended and Restated St. Louis NFL Lease dated as of January 17, 1995 ("Amended Lease"), whereby CVC leased to the RAMS certain portions of the Facilities according to the terms set forth therein for a thirty-year term. A copy of the Amended Lease is attached hereto as Exhibit A and incorporated herein by this reference. 8. The parties to the Amended Lease executed Annex 1 Facilities Status,

Management, Maintenance, and Repair to Amended Lease ("Annex"), of even date therewith, and said Annex was an integral part of, and incorporated into, the Amended Lease. A copy of Annex 1 is attached hereto as Exhibit B and incorporated herein by this reference. 9. Section 1.3.1 of the Annex contains a requirement that the Facilities, taken as a

whole, and each component of the Facilities, must be "First Tier" on March 1, 2005 and March 1, 2015, and that to be First Tier, the Facilities and each component thereof, respectively taken as

SLC-6620342-1

a whole, must be among the "top" twenty-five percent of all NFL football stadia and NFL football facilities, if such NFL football stadia and facilities were to be ranked or rated according to the matter sought to be measured. The Annex required the parties to meet on or about March 1, 2003 to discuss the extent to which the Facilities and each of the components was anticipated to meet or not meet the First Tier standard. 10. Under Section 16(e) of the Amended Lease, if the Facilities fail to meet the First

Tier standard as set forth in Annex, the RAMS may by written notice to CVC convert the term of the Amended Lease to an annual tenancy and negotiate and execute a lease to relocate from the Facilities as more specifically provided therein. 11. In order for the RAMS to provide additional input to the CVC as to the scope of

the improvements and to provide CVC additional time to complete those improvements, in June of 2004, CVC and the RAMS entered a First Amendment to the Annex extending the timeframe for CVC's compliance with the First Tier provision until July 31, 2007 (later extended to July 31, 2008), for all but four of the components outlined in the Annex. The First Amendment to the Annex also set forth a process for the parties to attempt to reach agreement on the necessary improvements for the remaining components. A copy of the First Amendment to the Annex is attached hereto as Exhibit C and incorporated herein by this reference. 12. On September 20, 2007, CVC and the RAMS entered a Second Amendment to

the Annex "to settle their differences on the terms . . . respecting the requirements of Annex 1 so that the parties can avoid disruption and costs associated with submitting to arbitration any controversies concerning" whether or not the Facilities and the components thereof would or would not have met the First Tier standards set forth in Section 1.3.1 of Annex 1 as of the July 31, 2008 compliance date. The Second Amendment eliminated the First Tier status issue

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altogether, except with respect to the 2015 measuring date, and the parties instead agreed that the CVC would undertake certain improvements to the Facilities as designated by the RAMS in accordance with the process set forth therein. A copy of the Second Amendment to the Annex is attached hereto as Exhibit D and incorporated herein by this reference. 13. The Second Amendment also amended the Annex to provide "a more efficient

process governing the determination of, and compliance of the Facilities and Components with, the First Tier standards set forth in Section 1.31. of Annex 1 . . . ." (Second Amendment, p.1.). 14. Specifically, the parties agreed that, "On or before February 1, 2012, CVC will deliver to the RAMS (i) a preliminary plan or alternative plans of improvements to the Facilities and/or each Component of the Facilities (the "CVC 2012 Plans"), which CVC reasonably believes would improve the Facilities and each Component of the Facilities to First Tier status in accordance with the First Tier standards, as of the 2015 First Tier Measuring Date
5,

"If the RAMS believe in the RAMS' sole discretion that the CVC 2012 Plans will fail to improve the Facilities and each Component of the Facilities to First Tier status in accordance with the First Tier standards as of the 2015 First Tier Measuring Date, the RAMS shall by no later than May 1, 2012, deliver to CVC a preliminary plan or alternative plans of improvements to the Facilities and/or each Component of the Facilities (the "RAMS 2012 Plans"), which the RAMS reasonably believe would improve the Facilities and each Component of the Facilities to First Tier status in accordance with the First Tier standards, as of the 2015 First Tier Measuring Date." (Sections 1.3.4 and 1.3.5 of the Annex). 15. Under the Second Amendment, CVC may accept or reject the RAMS' 2012 Plans

by June 1, 2012 and, if rejected, the parties shall then meet to attempt to resolve their differences. (Section 1.3.6 of the Annex). If the parties are unable to resolve their differences respecting the improvements necessary to meet the First Tier standards as of the 2015 measuring date, "the parties shall proceed to mandatory arbitration by June 15, 2012 . . . ." (Section 1.4.1 of the Annex).

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16.

Various provisions of the Amended Lease and the Annex contain confidentiality

provisions. In particular, under section 36 of the Amended Lease, the parties agreed to keep "the terms and conditions of all agreements or contracts to be entered into pursuant to or in accordance with this Amended Lease or any of the Annexes, confidential" unless "required by law" or unless certain other conditions set forth therein are met. The Post Dispatch's Sunshine Act Requests 17. Section 610.010 et. seq., R.S.Mo., known as the Missouri Sunshine Law, governs

the disclosure of documents by public governmental bodies. In August of 2007, the CVC's Board of Commissioners passed and approved a Resolution adopting a Sunshine Law Policy ("Sunshine Law Resolution"). The Resolution and attached Policy provided, in part, that "the CVC does hereby by this Resolution deem as closed: all official records or votes, now existing or created in the future, which [CVC] is authorized to close pursuant to Section 610.021(1) (21) RSMo, as amended from time to time; . . . ." 18. On February 1, 2012, the CVC delivered to the RAMS its preliminary plans for

improvements to the Edward Jones Dome in accordance with the First Tier standard of the Annex to the Amended Lease. CVC's proposal stated that "if the preliminary plan submitted herein is acceptable to the RAMS, CVC proposes that the parties memorialize their agreement upon the preliminary improvements in a formal amendment to the Amended Lease . . . ." 19. On January 27, 2012, the Post Dispatch submitted a request under the Missouri

Sunshine Law seeking a copy of the CVC's plan submitted to the RAMS on February 1, 2012. CVC responded that it considered the documents closed records under the Missouri Sunshine Law, but because CVC was aware of the strong public interest in its proposal, CVC obtained the RAMS' consent and made available to the press and public the preliminary plan of

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improvements and proposed financial plan for said improvements submitted to the RAMS. CVC's response to the Post-Dispatch, however, made clear that its production of these documents was not a waiver of CVC's rights under the Missouri Sunshine Law to deny access to any other documents or other requests for documents relating to the above-referenced topics. 20. On March 2, 2012, the Post Dispatch served a Sunshine Law request on the CVC

requesting "a copy of the St. Louis Rams' notification to the commission that it has rejected the CVC's February 1 plan for improvements to the Edward Jones Dome." 21. requesting: All correspondence and proposals sent by the St. Louis Convention and Visitors Commission to the St. Louis RAMS from Jan. 1, 2012 through Jan. 31, 2012 regarding potential changes to the RAMS' lease of the Edward Jones Dome (excluding the proposal of "first-tier' improvements and the financial plan that was made public by the CVC on Feb. 1); All correspondence sent by the St. Louis RAMS to the St. Louis Convention and Visitors Commission that reject or otherwise respond to the aboverequested correspondence and proposals; and If CVC is refusing to provide any of these materials on grounds that the records are exempt from disclosure and properly closed under the Sunshine Law, the record or minutes of any vote for or against closing such records and supporting such refusal. On April 25, 2012, the Post Dispatch served a Sunshine Law request on the CVC,

22. requesting:

On April 26, 2012, the Post Dispatch served a Sunshine Law request on the CVC

The RAMS 2012 Plans, as described in page 4, section 1.3.5 of the second amendment of the lease agreement, and any alternative plans of improvements to the Edward Jones Dome or any other facility proposed to the CVC by the St. Louis RAMS after Jan. 1, 2012; If CVC is refusing to provide any of these materials on grounds that the records are exempt from disclosure and properly closed under the Sunshine Law, the record or minutes of any vote for or against closing such records and supporting such refusal.

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23.

Copies of the Post Dispatch's March 2, April 25, and April 26 Sunshine Law

letters, referred to herein as the "Sunshine Law letters," are attached hereto as Exhibits E, F & G and are incorporated herein by this reference. 24. CVC responded to the latter two letters by providing a copy of its Sunshine Law

Resolution. With respect to the balance of the requested documents, CVC denied access on the grounds that those documents are closed records under 610.021(1),(2) and (12) R.S.Mo. Copies of CVC's responses to the Sunshine Law letters are attached hereto as Exhibits H, I & J. 25. The Post Dispatch's attorneys have informed CVC's attorney, orally and in

writing, that they do not believe the requested documents are exempt from disclosure under the Missouri Sunshine Law. On April 30, 2012, the Post Dispatch published an article suggesting that the CVC's failure to provide the requested documents was a violation of the Missouri Sunshine Law. See Exhibit K. On May 1, 2012, the Post Dispatch's attorneys informed CVC's attorneys, orally and in writing, that if the requested documents were not provided "forthwith," the Post Dispatch would file suit under the Sunshine Law to obtain the requested documents and other relief. 26. It is CVC's good faith position that the requested documents are properly

maintained by it as closed records under the Missouri Sunshine Law. In particular, 610.021(2) allows a public governmental body to close records that relate to "[1]easing, purchase or sale of real estate by a public governmental body where public knowledge of the transaction might adversely affect the legal consideration therefor." Under that section, any minutes, votes or public record approving a contract relating to the leasing of real estate by a public governmental body shall be made public upon execution of the lease. In addition, 610.021(12) allows a

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public governmental body to close "any documents related to a negotiated contract until a contract is executed, or all proposals are rejected." (emphasis added). 27. The exchange of proposals and plans for First Tier improvements between CVC

and the RAMS under the Annex to the Amended Lease are part of an on-going negotiation between the parties that will be consummated by an amendment to the lease and/or other written contract setting forth the parties' agreement on the scope and terms of a First Tier plan for the Edward Jones Dome. At this time, no contract has been executed and all proposals have not been rejected. To the contrary, under the express terms of the Annex, CVC has until June 1, 2012 to accept or reject the RAMS' proposal. After that, negotiations relating to First Tier issues may continue until at least June 15, 2012, and longer if the parties engage in arbitration. 28. It is the intent of CVC that these negotiations will result in a lease amendment

either memorializing the scope and terms of agreed-upon First Tier improvements or setting forth some alternative agreement, just as the negotiations for the 2005 First Tier improvements led to the execution of the First and Second Amendments to the Annex. The Annex specifically contemplates that the parties will, following exchange of proposals, engage in discussions in an attempt to resolve their differences, i.e., reach agreement on the scope of the First Tier improvements. Any such agreement would be a new undertaking of the parties to the Amended Lease and would need to be memorialized in a written amendment to the Amended Lease, Annex or related written contract. 29. There is a very real danger that public knowledge of the on-going negotiations

might adversely affect the legal consideration for any lease amendment. Various interest groups and citizens will have diverse and conflicting opinions regarding the propriety of the proposed improvements and the proposed financing of any such improvements, and they will undoubtedly

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attempt to put pressure on the CVC, as well as elected officials in the City and County of St. Louis and the State of Missouri, regarding the outcome of these negotiations. Disclosure of the details of the negotiations, before any contract or lease amendment is executed, might jeopardize the CVC's ability to negotiate the most favorable contract or lease amendment and/or undermine its negotiating position with the RAMS. 30. CVC has no intention of shielding any eventual agreement with the RAMS from

public disclosure or scrutiny. Once a lease amendment has been executed or all proposals from either party are rejected, the appropriate documents will be disclosed in accordance with the Missouri Sunshine Law. CVC simply seeks the same privacy afforded private entities in order to negotiate the best arrangement it can without public pressure that might hinder the negotiations the very purpose of the cited provisions of the Missouri Sunshine Law. 31. Moreover, 610.021(1) allows a public governmental body to close records that

relate to "legal actions, causes of action, or litigation involving a public governmental body." The Annex mandates the CVC and RAMS to proceed to arbitration by June 15, 2012 if they are unable to reach agreement on their differences regarding the First Tier improvements. Thus, the requested documents relate to potential litigation involving a public governmental body and are properly closed for this additional reason. 32. CVC and the Post Dispatch have a present dispute regarding the CVC's ability to

retain the requested documents as closed records under the Sunshine Law. CVC takes seriously its obligation as a governmental body to provide appropriate documents to the public as required under the Sunshine Law, and it has no desire to violate that law. But CVC believes in good faith that the requested documents are properly closed under the cited provisions of the Missouri Sunshine Law.

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33.

Moreover, CVC's production of the requested documents, if not required by law,

could subject CVC to an action by the RAMS for breach of the confidentiality provisions of the Amended Lease, exposing CVC to remedies for breach, including a potential right in the RAMS to terminate the Amended Lease as set forth therein. 34. CVC anticipates that in addition to the present dispute regarding the Sunshine

Law letters, the Post Disptach will continue to seek additional documents relating to the subject of the CVC/RAMS First Tier negotiations that will lead to further disputes on the same issues presented in this petition. 35. For this reason, CVC is bringing this action, pursuant to the Missouri Declaratory

Judgment Act, 527.010 et. seq., and 610.027(6) of the Missouri Sunshine Law, for a declaration of CVC's rights under the Missouri Sunshine Law and, in particular, to ascertain the propriety of CVC's decision to close the records requested in the Sunshine Law letters as well as similar records relating to the exchange of proposals and discussions between CVC and the RAMS regarding the First Tier improvements. WHEREFORE, CVC prays that the Court: (a) Enter its order declaring that the CVC has no obligation to provide any additional documents in response to the Sunshine Law letters until such time as a lease amendment is executed or all proposals from either party relating to the 2015 First Tier improvements have been rejected. (b) Enter its order declaring that the CVC's closure of the documents requested in the Sunshine Law letters complies with the Missouri Sunshine Law; (c) Enter its order declaring that the CVC's closure of documents relating to the exchange of proposals and discussions between CVC and the RAMS relating to the

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10

First Tier improvements may be maintained by CVC as closed records until such time as a lease amendment is executed or all proposals from either party relating to the 2015 First Tier improvements have been rejected. (d) Grant such other relief and further relief as the Court deems just and proper.

Respectfully submitted, HUSCH BLACKWELL LLP

By: mas M. Dee, #30378M0 tom.dee@huschblackwell.com JoAnn T. Sandifer, #38602M0 joann. sandifer@huschblackwell.corn Plaza in Clayton Office Tower 190 Carondelet Plaza, Suite 600 St. Louis, MO 63105 Telephone: (314) 480-1500 Facsimile . (314) 480-1505

Attorneys for Plaintiff

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11

AMENDED AND RESTAT 7)

ST, LOUIS NFL LEASZ THIS AMENDED AND RESTATED ST. LOUIS NFL LEASE (the "Amended Lease") is entered into as of this 17th day of January, 1995, by and among THE LOS ANGELES RAMS FOOTBALL COMPANY, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the

"RAMS"), THE REGIONAL CONVENTION AND VISITORS COMMISSION, a/k/a St. Louis Convention and Visitors Commission, a public body corporate and politic of the State of Missouri (hereinafter referred to as "CVC") and ST. LOUIS NFL CORPORATION, a corporation organized and existing under the laws of the State of Missouri (hereinafter referred to as "SLNFL") with respect to that certain ST. LOUIS NFL LEASE (the "Lease") entered into as of the 28th day of August, 1991, by
and between CVC and SLNFL,

RECITALS
WHEREAS, THE REGIONAL CONVENTION AND SPORTS COMPLEX AUTHORITY, a public body corporate and politic of the State of

Missouri (the "Authority") has been established for'the purpose of constructing, owning and operating a convention and sports facility on the real property described in Exhibit A to this Amended Lease (the "Facilities") to adjoin the Cervantes Convention Center and in the City of St. Louis, Missouri (the "Convention Center"); and WHEREAS, in accordance with the laws of the State of Missouri and the ordinances of the City of St. Louis, Missouri and St. Louis County, Missouri, respectively, and pursuant to that certain Project Agreement dated as of July 11, 1990 (the "Project Agreement") among the State of Missouri (the "State"), the City of St. Louis, Missouri (the "City"), St. Louis County, Missouri (the "County") and SLNFL, the State, the City and the County (together, the "Sponsors" and individually, a "Sponsor") have duly authorized and agreed to participate in th* financing, construction and operation of the Facilities; and

WHEREAS, the Authority, as owner of the Facilities, and the Sponsors, as tenants in common, have entered into a certain Project Financing, Construction and Operation Agreement dated as of August 1, 1991 (the "Financing Agreement"), pursuant to which the Authority has leased and demised the Facilities to the Sponsors, and the Sponsors have . .4.n turn leased and demis the Facilities to the Authority, in accordance with the terms and conditions set forth in the Financing Agreement; and

WHEREAS, the St. Louis Municipal Finance Corporation, a Missouri not-for-profit corporation ("SLMFC")
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as owner, has leased and demised the Convention Center to the City pursuant to a Lease Purchase Agreement dated as of June 15, 1993 (the "Lease Purchase Agreement"), and, in order to facilitate the efficient, harmonious and successful development, operation and use of the Convention Center and the Facilities, the City, pursuant to a certain Amended and Restated Convention Center Operating Lease dated as of July 29, 1993 (the "Convention Center Operating Lease") has leased and demised the Convention Center to CVC, subject to the terms and conditions set forth in the Convention Center Operating Lease which is subordinate to the Lease Purchase Agreement and other documents as provided in the Convention Center Operating Lease; and

WHEREAS, the Authority, the Sponsors, CVC and SLNFL have entered into a certain Cooperative Agreement dated as of August 1, 1991 (the "Cooperative Agreement"), relating to certain matters of interest. to said parties in connection with the construction and operation of the Facilities; and WHEREAS, the Authority, as Operating Landlord (the "Operating Landlord"), and CVC, as tenant, have entered into a certain Operating Lease dated as of August 28, 1991 (the "Operating Lease"), pursuant to which the Authority has leased and demised the Facilities to CVC, subject to the terms and conditions of the Financing Agreement and otherwise in accordance with the terms and conditions set forth in the Operating Lease; and WHEREAS, pursuant to the Financing Agreement and the Operating Lease (together, the "Prior Leases"), CVC entered into the Lease, to lease and d se the Facilities to SLNFL, for the uses, the rent and the term and subject to the terms and conditions set forth therein in anticipation of SLNFL obtaining a NFL franchiwi to play NFL Games; and WHEREAS, SLNFL is wholly owned by FANS, INC., a nonisting under the laws of profit corporaticn organized the State of Mizuri (hlreinafter referred to as "FANS") formed for the purpose of signing the City and County in inducing an NFL franchist to locate in St. Louis and to play NFL Games in thn Faciliticw;
-

WH as_of the data hereof, SLNFL has not obtained an NFL franchise to play NFL Games; and operate an NFL franchise WHEREAS, the own (this "NFL Franchise") as cont plated by to play NFL CVC and SLNFL wish to induce `section 3(c)- of the Lease and the RAMS, to relocate the NFL Franchimtto St. Louis and to err= ements enter into certain beneficial agreements respecting the playing of NFL G s in the Facilities wish to induce the commencing as soon as practi le, the CVC and SLNFL to enter into certain beneficial agre ents
7.

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and arrangements respecting the playing of NFL Games in the Facilities and the RAMS and the CVC and SLNFL are willing to do so on certain terms and conditions; and WHEREAS, SLNFL, with the consents of the Authority, the City, the County, the State, SLMFC, CVC and FANS, is willing to assign to the RAMS immediately after the execution of this Amended Lease all of its rights and certain of its obligations relating to the Facilities, including all of SLNFL's rights under this Amended Lease, the Cooperative Agreement, the Project Agreement and the Operating Lease, on the terms and conditions of an ASSIGNMENT AND ASSUMPTION AGREEMENT (AND CONSENTS THERETO) of even date (the "Assignment"), and the RAMS are willing to accept such Assignment; and
WHEREAS, Civic Progress Inc. is a non-profit corporation organized and existing under the laws of the State of Missouri (herein referred to as "CIVIC") formed for the purpose of promoting the development of the City and County and the members of whiCh have made certain financial commitments to the RAMS relative to the relocation of the RAMS to St. Louis and to certain revenues to be received by the RAMS from the use of the Facilities; and WHEREAS, the Authority, CVC and SLNFL recognize that certain of the terms and conditions of the Lease are ambiguous, inconsistent and/or require clarification, interpretation or further agreements for their implementation and each of them desires to do so by amending and restating the Lease in its entirety; and WHEREAS, the Authority, CVC and SLNFL each recognizes that the rights and obligations of SLNFL that the RAMS will take under the Assignment would be affected by the rights and obligations of SLNFL under the Lease, that SLNFL Faciliti after the effective will have no inter t in t (thc "Assignment Effective Date"), that date of the Assi Assign,r!.int Effective Date the RAMS,, and not from and after to be in a direct lessee SLNFL, is the appropriat relationship with CVC as lessor under this Amended Lease and each of thil parties hereto wishes hereby to clarify, interpret obligations of the lessee under and/or end the rights the Leaula lor the purpo of clarifying, interpreting and/or amending the rights and obligations of the RAMS under this Amended Lease and to ensure the RAMS the functional and economic benefits it has beca promised to relocate to St. Louis;

the RAMS WHEREAS, the Authority, the CVC, SLNFL desire that the Facilities r. sin a First Class facility for the exhibition of NFL Games during the tire terH of this a First Tier facility at certain dates as. Amended Lease set forth.in Ann 1--Facilities Status, Management, FRICL037A.WP 55 1/16/95 4:34pm

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Maintenance and RepairTo Amended Lease of even date herewith ("Annex I"), which is incorporated herein and made a part hereof by reference; and WHEREAS, the RAMS would not enter into the Assignment, that certain RELOCATION AGREEMENT of even date (the "Relocation Agreement") or relocate to St. Louis in the absence of the execution and delivery of this Amended Lease (and all of the Annexes hereto, all of which are incorporated herein and made a part hereof by reference), and the approval of, and the consent to, this Amended Lease and the Assignment by the Authority, the CVC, the City, the County, the State, SLNFL, FANS and SLMFC. NOW, THEREFORE, for and in consideration of the rents and the mutual covenants of the parties contained herein, and in order to induce the RAMS to enter into the Assignment and the Relocation Agreement, the CVC, SLNFL and the RAMS hereby agree that the Lease is hereby amended and restated to read in its entirety as fdllows: 1. Definitions. The following terms shall have the meanings hereinafter set forth: a. "Amended Lease" shall mean this Amended and Restated St. Louis NFL Lease, including all Annexes hereto, which are incorporated herein and made a part hereof by reference. b. "Annexes" shall mean Annex 1--Facilities Status, Management, Maintenance and Repair--To Amended Lease ('Annex 1"), Annex 2--Advertising--To Amended Lease ("Annex ded Lease ("Annex 3") and 2"), Annex 3--Concessions--To Annex 4--Parking--To Amended Lease ("Annex 4"). "Box Suites" shall mean the box suites located c. Facilities and any other box on Level 300 and Level 400 of suites hereafter co tructed in the Facilities.

d. e.
Annex 3.

"CompongAnt" iu defined in Annex 1. "CVC Event" is defined in Section 1.1.6 of

"CVC Reserved Facilities" shall mean certain f. office, administrative and other :rear res6rved for the exclusive year around occupancy find use of CVC and the The size, configuration and Authority within the Facilities. location of all such offices and areas descri in the bit lf -immediately - preceding sentence) are set forth in . It is inco ratdd herein by refer attached hereto foregoing arms shall be de understood and agreed that the to include the non-exclusive right to appurtenances and rights
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of access to the extent reasonably necessary to utilize such

areas as herein permitted. g. "First Class" respecting the status and condition and operation of the Facilities and each Component (as defined in Annex 1) thereof at all times is defined in Section 1.3.2 of Annex 1. h. "First Tier" respecting the status and condition of the Facilities and each Component (as defined in Annex 1) thereof at March 1, 2005 and March 1, 2015 is defined in Section 1.3.1 of Annex 1.

i. "Football-Related Event" means and includes the following events and activities: (.1.) any charity, civic or other football game that is not an NFL Game or post-season NFL Game which involves the RAMS, past or present players of the RAMS, or past or present NFL players; and (ii) non-game events held or sponsored by the RAMS which arp related to charity or civic promotions or the operation of the NFL Franchise or the marketing and promotion of NFL football, including attendance at NFL Games, to the public, including but not-limited to rallies, practice sessions, conditioning activities, autograph sessions, charity and civic events, season ticket subscriber receptions, press conferences and marketing, sales, public relations and promotional events. "Levels" - the term "Level 100, 200, 300, 400, j. 500, 700 or 800, respectively, means the corresponding floor level in the Facilities beginning with the stadium floor level and continuing with sequential numbering of the floors. k. "NFL" shall mean the National Football League
and its successors and assigns.

I. "NFL G " or "NFL Games" shall mean a professional foOtbrIll game or g s played by a to-" fielded including exhibition, pre-season, by an NFL frmar...hi. s, but eluding son play-off g regular season 1. the NFL Super 1 and m "NFL Game Dates" shall mean those days between 31 of each year commencing with the RAMS August 1 Janu Facilitie7 Delivery Date (or between such other months of each year determined from time . to titI_J by the NFL in which the NFL s) wherein the Unreserved shall hold its season of NFL G use of thrn RAMS for the Facilities are required for xy be determined such other dat as playing of NFL Games in accordance with the provisions of Section 8(b) of this Amended Lease.
n. "Pre -Gs Date" Date. preceding each NFL G
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11 mean the day i

it , ' Z.

at ely

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"Project Equipment" shall mean those items of o. machinery, equipment or other personal property paid for in whole or in part by the Authority using the proceeds of bonds issued in connection with the financing of the Facilities as contemplated by the Financing Agreement, and all replacements thereof and substitutions therefor, and as set forth more fully in Annex 1.

p. "RAMS" means The Los Angeles Rams Football Company Inc., or its successor, with a franchise from the NFL to play NFL Games (the "NFL Franchise"). "RAMS Event" shall mean (i) an NFL Game; (ii) a q. Pre - Game Date; (iii) a Football-Related Event; or (iv) any other event sponsored or licensed by the RAMS in the Facilities in accordance with Section 6 of the Amended Lease.
r. "RAMS Reserved Facilities" shall mean (i) the entirety of level 300 (the suite level) and level 400 (the club level) of the Facilities (including without limitation related club areas and concourses and undesignated areas) for the year-round benefit of the RAMS (except for certain CVC Reserved Facilities consisting of storage and mechanical spaces as shown on Exhibit lf); (ii) the football-related office, administrative, team and other areas for the exclusive year-round occupancy and use of the RAMS, including without limitation permanent home te locker and training rooms, permanent offices, a permanent family waiting room, a permanent vault, a permanent X-Ray room, permanent rooms and areas for storage of equipment and goods, a permanent box office and ticket sale outlet, and permanent signage (exclusive of signage designated for advertising and CVC informational signage) and fixtures installed in the Facilities by or for the exclusive benefit of the RAMS for use s, Pre-G Dates and Footballin connection with NFL G Related Events; (iii) permanent RAMS signage as described in Annex 2, in the locations described in Annex 2; and (iv) those fixtures hereaft installed in the Facilities by or for the for use in connection with RAMS exclusive benefit of the Events. The size, confi= ation and locE\tion of all RAMS r and location of signs Reserved Facilities (cmad 1 purposes) are sot forth on designated for promoti inco rated herein by Exhibit lr attached hereto that the foregoing reference. It is underst... terms X 11 be dee ed to include the non- clusive right to rights of access to the extent reasonably appurtcanncea - necessary to utilize such arean as herein p ,zmitted.

s: "S ified events" shall mean the Super Bowl, thx, Republican NCAA Basketball's "Final Four," Democratic National Conventio

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t. "Unreserved Facilities" shall mean the Facilities excluding the RAMS Reserved Facilities and the CVC Reserved Facilities. 2. Demise of Facilities.

(a) Demise of RAMS Reserved Facilities; RAMS Rights of Ingress and Egress. In consideration of the rent to be paid by the RAMS to CVC. as more fully described in Section 9 hereof, and in consideration of the other covenants and agreements of the RAMS hereinafter set forth, CVC hereby leases, demises and lets unto the RAMS, and the RAMS hereby leases and takes from CVC, the RAMS Reserved Facilities, for and during the term described in Section 3(a) hereof, and the Unreserved Facilities, for and during the terms described in Section 3(b) hereof, including use of mechanical systems, fixtures and equipment, and other systems, utilities and service areas essential for the maintenance and operation of the Facilities which are located on, in and under the Convention Center, all as more particularly described in that certain Master Reciprocal Easement Agreement dated July 28, 1993 by and between the Authority and the Land Clearance for Redevelopment Authority of the City of St. Louis. The RAMS' rights hereunder shall include the right, on a non-exclusive basis, to use or to benefit from the Project Equipment to the extent the same are located in or used in connection with the RAMS Reserved Facilities or the Unreserved Facilities, as the case may be. During such times as the RAMS shall not have access to the Unreserved Facilities (as it does, for example, on NFL Game Dates) the RAMS and its successors, assigns, agents, employees, caterers, concessionaires, vendors, contractors, licensees and invitees shall have the nonexclusive right, without any charge,' to all rights of ingress and egress in and/or through the Unreserved Facilities to the extent reasonably necessary or desirable (i) to access or utilize the RAMS Reserved Facilities as permitted under the s od Lease or any of the Annexes hereto or terms of this ' obligations or exercise any (ii) to perform any of the of the RAMS' rights undca- this Amended Lease or any of the Annexes hereto; provided, however, that the RAMS shall not unreasonably int fere with by CVC and its agents, rs, licens s and invitees of the employees, contr provided, however, that Box Unreserved Facilities;furt invitees shall not be entitled Suite r Club ti=t less s to such rights of ingress and egress during a CVC Event without obtaining a ticket for the CVC Event. Furthermore, and notwithst any other provision of this Amended Lease, the RAMS shall not without the CVC's prior written consent, ,perform any repair or intenance upon, ut, through and Unres under the RAMS Reserved Facilities Facilities during any CVC Evr ,Ant unless such repair or maintenance is ncizessitated by an emsrg cy threixtening or resulting in ha or d= =: ge to the Facilities or its subject to occupants. The accept the forego FRKLO37A.WP 55

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the "Charter Personal Seat Licenses" and "Charter Club Memberships" (which term does not include the annual fee) granted by CVC in conformity with the terms and conditions of that certain Charter Personal Seat License Master Agreement (the "PSL Master'Agreement") of even date. (b) CVC Rights of Ingress and Egress. CVC hereby reserves to itself and its successors, assigns, agents, employees, caterers, concessionaires, vendors and contractors, a non-exclusive right and easement on, over, upon, about, through and under i the RAMS Reserved.Facilities and the Unreserved Facilities (including, without limitation, interior and exterior walls, ceilings and floors of the RAMS Reserved Facilities and the Unreserved Facilities) during any and all-times deemed reasonably necessary or desirable for the purpose of (i) the performance of any or all of the obligations and duties assumed by CVC under the Amended Lease; (ii) the exercise of the rights and privileges granted to, or reserved by, CVC pursuant to the Amended Lease; and (iii) the preparation of the Facilities, including the RAMS Reserved Facilities and the Unreserved Facilities, for CVC Events and RAMS Events; provided, however, that CVC shall not unreasonably interfere with the use by the RAMS and its agents, employees, contractors, licensees and invitees of the RAMS Reserved Facilities and the Unreserved Facilities during such time as the RAMS are entitled to such use. All Maintenance and repair activities shall be planned, scheduled and performed to: (a) minimize (i) inconvenience to event patrons of RAMS Events, (ii) interference with the RAMS' use or enjoyment of the Facilitierl or any part thereof, including without limitation any of th:) Components, functionally or economically, and (b) preserve the First Class nature of the Facilities and each part thereof, including without limitation each of the Components. 3.

F cilities. The term of this (a) RfTiserved Facilities shall commence Amended Lease for the shall end at midnight:on on the Assignment Eff tive Date thirtieth (30th) anniversary of the the March 31 preceding RAMS Facilities Delivery Date (as defined in Section 5 hereof), unlss earlier to nated as provided herein pursuant to Section 15 or 16; provided, however, that in no event shall beyond August 27, 2031. ded Lease ext the to of this (b) Unreserved Facilities, The term of this Amended Lease for the Unreserved Facilities shall be ded coextensive with the term under Section 3(a) of this Events during such term. Lease, but only for the dates of a I hereo , sr g a un Subject exclusive possession of thn Unreserved deliver to the Facilities for each NFL Game in game-ready, First Class condition by 12;00 noon on elch Pre-Game Date and at a FRKL037A.WP 55
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reasonable time as specified in the scheduling of each other RAMS Event. The RAMS shall deliver to CVC exclusive possession, subject to the RAMS' rights under Section 2(a) hereof, of the Unreserved Facilities, free of equipment and supplies (but not related janitorial clean-up) to be provided by the RAMS pursuant to Section 3.3.5 of Annex 1, not later than 12:01 a.m. of the day next following each NFL Game Date (or at a reasonable time as specified in the scheduling of each other RAMS Event) if the NFL Game (or other RAMS Event) is scheduled to occur at or before 3:00 p.m. on an NFL Game Date (or the date of another RAMS Event), and not later than 6:01 a.m. of the day next following each NFL Game Date (or at a reasonable time as specified in the scheduling of each other RAMS Event) if the NFL Game (or other RAMS Event) is scheduled to occur after 3:00 p.m. on an NFL Game Date (or at a reasonable time as specified in the scheduling of each other RAMS Event). (c) Playing of NFL Games in'the Facilities. Other than as a result of a casualty or other disturbance or set of facts that prevents the temporary use of the Facilities, but subject to (i) any and all of the RAMS' rights to convert the term of this Amended Lease to an annual term as provided in this Amended Lease, (ii) the RAMS' rights to terminate this Amended Lease as provided in this Amended Lease and (iii) the RAMS' rights to relocate, including without limitation those rights set forth in Section 16 hereof, the RAMS shall cause the RAMS to play all its home NFL Games (other than pre-season NFL Games) at the Facilities during the portion of the term set forth in Section 3(a) hereof (i) commencing (subject to the delivery of the Facilities as set forth in Section 5 below) with the later of (x) October 22, 1995 or (y) the first home NFL Game of the NFL season commencing after the Assignment Effective Data and (ii) not extending beyond the March 31 preceding the thirtieth (30th) anniversary of the RAMS Facilities Delivery Date.

4.

Terminst

104*

contrary notwithstanding,'in the event Anything herein to nated by CVC pursuant to the the Operating Lease shall be t 14 of the Operating Lease; CVC shall be provisions of tion released automatically frall of its obligations under this Amended Lease to be performed or accruing after the effective date of said termination, it being underst. and agreed that with respect to the performance of any obligation after the affective date of said termination, the RAMS shall, in the event of any such termination, rely upon the agre- :=nt of the Authority to assume or to provide for the assumption of said duties pursuant to Section 7(c) of the Oprating Lease. acknowledges 5. Delivery pf Tacilitios. The equip... by, or that the Facilities are to be constructed at the direction of the Authority in accordance with the Project Manual (as defined in Ann 1), as re particularly

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described and updated in Annex 1 (including without limitation Exhibit 2.1 thereto and incorporated herein by reference), and delivered to CVC in accordance therewith on the Completion Date (as defined in the Financing Agreement). It is acknowledged and agreed that the rights of CVC and the RAMS with respect to such construction and equipping of the Facilities are controlled by, and subject to, the terms and conditions of Annex I. It is further acknowledged and agreed that, subject to Section 22 hereof, the Facilities, are to be delivered by CVC to the RAMS on or before 12:00 o'clock noon on October 21, 1995 in a First Class condition for playing and viewing NFL Games, constructed and equipped in accordance with the Project Manual, as more particularly described and updated in Annex 1 (subject to completion of immaterial punch list items as set forth in Annex 1 and except for items related solely to the use of the Facilities as a convention center). The "RAMS Facilities Delivery Date" is the date on which the Facilities are delivered to the RAMS in such First Class condition (so constructed and equipped) for playing and viewing NFL Games. 6.

Use of the Fact sties.

(a) Use of Unreserved Facilitieg. The RAMS (subject to the terms, conditions and provisions of this Amended Lease) shall have the exclusive right during each term of this Amended Lease for the Unreserved Facilities to use (or have operated by CVC for the RAMS' benefit under the RAMS' direction) and to lease, sublease and license the use of the Unreserved Facilities and equipment and any portion thereof, including, without limitation, the Playing Field (as defined in Annex 1), stadia s ts related common areas, entrances, concourses and az , ylnities, all vertical transportation in the Facilities (including all event patron and VIP elevators, servicc3 elevators, escalators and ramps), all box offices, ticket printing and taking equipment, accounting and control systems, all locker rooms, all prefunction areas and seating room in the Unreserved Facilities, all radio, tel6vision, ...-puter, video and other communications media (whether presently known or unknown) facilities, all Playing Field = stadium sound and all scar ards, video boards and communications says video systems and related installations and equipment, during Lach Pre-Gaw Date and, to the extent each NFL Game Date Svont scheduled in appropriate, during each other Lease. The accord with tb terms of this. benefits of all si ge relating to the utilization Facilities (in for and exterior) d ignated or utilized for see, other than ,advertising p_ V)A or promotional p interior Facilities concessions govrn ,A by signage for Annex 3 and interior and exterior si ge prooting the that are part of the RAMS Reserved Facilities, are controlled by, and subject to, the terms and itions of Ann 2. The utilization and benefits of all concessions facilities and FREL037A.WP 55 11. 1/16/95 4:34pm -10-

equipment and service and preparation areas in the Facilities are controlled by, and subject to, the terms and conditions of Annex 3. Use of the remaining Unreserved Facilities by the RAMS for Football-Related Events and other events licensed or sponsored by the RAMS in the Facilities on dates other than on NFL Game Dates or Pre-Game Dates is subject to prior availability and to the following additional conditions: (i) CVC shall have no obligation to reserve any areas constituting Unreserved Facilities for such use more than ninety (90) days in advance of the date requested (although CVC will use its reasonable efforts to accommodate the RAMS' desires to reserve the Unreserved Facilities for use for other RAMS Events a limited number of times each year more than ninety days in advance) and (ii) the RAMS shall bear all actual incremental operating, utilities, janitorial expenses, insurance and other costs of all kinds, types or nature including materials and equipment but not rental or capital charges or losses of any kind or nature, including without limitation casualty losses incurred by'CVC as a.result of any such permitted use unless otherwise provided herein; provided, however, that prior to booking such other RAMS Event, the RAMS shall provide CVC with reasonably detailed requirements for the such RAMS Event and CVC shall provide the RAMS with its estimate of the costs for such RAMS Event.

(b) The RAMS Reserved Facilities, Club Seats and PSL Licenses. (i) Except during Specified Events, the RAMS shall have the exclusive right, during the term of this Amended Lease for the RAMS Reserved Facilities, to use (and to control the use of) and to lease, sublease and license the use of all or any part of the RAMS Reserved Facilities and to other consideration of receive and retain all inco whatever kind or nature realized by or from the Reserved Facilities, including, without 1 tation, all income and other consideration f the r e ntal or licensing of box suites and club seats, frc ., sale of tickets to box suites (except as provided in subction 6(b)(ii) below) and club seats (except with respect to admission tickets for seats to the club seats from the sal( i of such tickets for events other than RAMS Events and except with res t to the PSL and Charter paid prior to Septt. r 1, 1995 (which Club M. , , rship F subject to the provisions of Annex 3 belong to CVC)) = sale of f... and beverages relating to concessions, fr ,. services or products ("concessions") in the and of 9RAMS Reserved-Faciliti ; provided, however, that, for CVC Events utilizing the stadi seating in the Facilitie on -dates other than the dates of RAMS Ev ts, the CVC shall be entitled to (x) retain, or receive from the event sponsor sale of admission (other than thn RAMS), the proceeds from tickets with res t to club seats for such CVC Events (y) receive one third (1/3) of any net concession income service of 'food realized during such CVC Ev>= is from sales
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and beverages and No RAMS Related Merchandise (as defined in Annex 3) on Level 300 (suite level) and Level 400 (club level) (to the extent that stadium seats on Level 200 are in the future converted to club seats as provided in Section 4.1 of Annex 1, such converted club seats shall for all purposes of this Amended Lease and its Annexes continue to be treated as part of the Unreserved Facilities) for such CVC Events as provided by, and subject to, the terms and conditions of Annex 3, with the RAMS receiving the other two-thirds (2/3) of such net concession income from food and bevetdges and Non RAMS Related Merchandise (and all income from RAMS Related Merchandise (as defined in Annex 3)). Subject to the provisions of clause (iii) of this Section 6(b) respecting the "!Charter Personal Seat License" Fees and Charter Club Membership Fees collected by FANS as agent for CVC prior to September 1, 1995, nothing herein respecting CVC Events shall detract from the rights of the RAMS to all income from the RAMS Reserved Facilities for RAMS Events and dates other than the dates of CVC Events utilizing the stadium seating. (ii) CVC agrees that it will arrange with any event sponsor for a CVC Event utilizing the stadium seating (other than events for which admission is not available for acquisition by the general public and the Specified Events) to allow the RAMS to give written notice to and offer club seat lessees the written right of first refusal for a reasonable period to purchase admisSion tickets, at a price not to exceed the ticket price at which such seats are to be sold (and in fact being sold) to the general public by the CVC or event promoter, for the seats subject to such leases, to attend such CVC Event. Neither CVC nor the event promoter may knowingly engage in a scheme to undercut this proscription respecting the ticket price to the general public. If such a club seat holder elects not to purchase such admission ticket within such right of refusal period, then CVC or the event sponsor may sell an, admission ticket to such club seat to the general public. Neither CVC nor event promotor shall have the right to sell admiAion tickets to utilize the box suites for t it will arrange with any event any CVC Event. CVC agr r= t (other than events for which sponsor for such a CVC admission is not available for acquisition to the general will have the public and the Specified Events) that the exclusive right to offer the Box Suite lessees the right to ackiission tickets for the Box Suites to purchase from the attend such CVC Event (and the RAMS and CVC shall split (2/3 to the RAMS; 1/3 to CVC) the revenues from such. ticket sales , which are not.payable to the promoter). In the event its Box _ e any of such tickets, its Box Suite less d s not pur shall cooperate . Suite shall - remain dark. The CVC = of the event to release sufficient box ruitor7 for the ry t sponsor of a Specified Ev t in order to t sponsor. event requirements of such Specified
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(iii) It is understood and agreed that all rents, licensing fees, initiation fees, annual fees, club fees and similar rents, fees or charges received from users of box suites or club seats (including without limitation the Annual Rent (as defined in the form Club Seat Lease Agreement and Box Suite Lease Agreement)), other than the fees for "Charter Personal Seat License" and "Charter Club Memberships" sold by FANS as agent for CVC prior to September 1, 1995, in connection with the relocation of the RAMS to the Facilities and the first season of NFL Games in the Facilities; pursuant to the Master-PSL Agreement of even date, are allocable solely to NFL Games, are the property of the RAMS and are not subject to the 2/3-1/3 allocation of Section 6(b)(i) (unless otherwise expressly agreed to in writing by the RAMS). From and after September 1, 1995, the RAMS shall have the sole right to grant and benefit from personal seat licenses ("PSLs") to the seats in the Unreserved Facilities and the Charter Club Membership Fees (at such PSL and Charter Club Membership fees as the RAMS in its sole disCretion shall determine from time to time for such seats) and to retain all such fees. (iv) All revenues earned by or paid to CVC pursuant to this Section 6(b) (including the revenues described more particularly in Annex 2) (other than revenues attributable to the proceeds of admission tickets from CVC Events utilizing the stadium seating and revenue from the sale of PSLs prior to September 1, 1995) shall be utilized by CVC solely for payment of its costs and expenses in performing its obligations to Maintain and Repair the Facilities (as is more particularly defined in Annex 1). (v) As provided re particularly in Annex 3, the RAMS shall itself be required and shall require any licensee or lessee (other than event patrons) to render an accounting of any and all income and expenses subject to sharing with the CVC undo. this Section 6(b)(i), copies of which shall be delivered to CVC quarter-annually, together with the delivery by the RAMS to CVC of its accounting for the with any and all sums due CVC same for such iods, togea pursuant to said accounting. CVC shall have the right for a period of two years after receipt of each such report, during ordinary business hours, to inscr-:t the books and records of applicable to such the such licensees or lessee report; provided, that CVC cannot in any way dispute any such report, or books and records, more than two years after receipt of such re-fort, unless disputPd within such period.
,

(vi) As provided more particularly in Annex 3, require any licensee or event ,:CVC shall itself be r ired sponsor of a CVC Event (other than event patron0 to render an all income and expenses for events or accounting of any (or for by CVC with the activities subject to shar events the inco from which is restricted to a particular purpose, such as under Section 6(b)(iv) her f), copies of
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which shall be delivered to the RAMS quarter-annually, together with the delivery by CVC to the RAMS of its accounting for the same for such periods, together with any and all sums due the RAMS pursuant to said accounting. The RAMS shall have the right for a period of two years after receipt of each such report, during ordinary business hours, to inspect the books and records of CVC, such licensee or CVC Event sponsor applicable to such report; provided, that the RAMS cannot in any way dispute any such report, or books and records, more than two years after receipt of such report, unless disputed within such period. (c) Use of Box Suite and Club Areas. The RAMS shall make available the four box suites set forth on Exhibit 6(c)-1 attached hereto and incorporated herein by

reference to the CVC, the Authority, Mr. Jerry Clinton and the law firm of Bryan Cave as set forth on the Exhibit subject to each executing the then standard Box Suite Lease Agreement: Such suites shall be provided free of the "Annual Fee" .normally applicable thereto as described in the form of Box Suite Lease Agreement; provided, however, that each lessee
will be responsible for the payment of all other fees and charges provided therein (at the same rates applicable to

other box suite users for similar uses) (including without limitation ticket charges, except that the Authority shall receive complimentary tickets relative to its box suite for RAMS Events) and must abide by all other terms and conditions provided therein. In the event that Mr. Clinton and/or Jerry G. Clinton Revocable Trust (jointly and severally, "Clinton") breaches its agreement dated September 15, 1994, with FANS and SLNFL, the license of Clinton shall it's() facto be revoked and terminated and the exclusive right of occupancy and use thereof shall automatically and i ediately vest in the RAMS. CVC also shall be permitted to schedule use of rooms within the Level 400 club areas servicing the box suites and the club Dates, Pre-Game Dates, areas on dates other than NFL G ated Events, and the dates of other RAMS dates of Football ev;, , to prior availability (it being Events, subject, , and RAMS lessees, understood and a t the club seats, other licensees and pa of thn bor suites than CVC (and CVC's asLigncAs)), shall have priority in the at vll ties) and to the following use of such club conditions: (i) the RAMS shall have no additional to obligation to reserve any such areas wore than ninety (90) days prior to requested date of use (although the RAMS shall use its reaso le effort i to a....-"ate CVC's desires to reserve such areas for use a limited number of times more than ninety.days in advance); and (ii) CVC shall be charged -rs for therefor not more than th ,- RAMS would charge club the same or any similar use, including the purchase of food, beverages and services.

Events. (d) Income from Facilities on Dates of shall be The RAMS or any licensee or leiva of the
FREL037A.WP 55 1/16/95 4:34pm -14-

entitled to contract for and, pursuant to such contracts, to collect, receive and, subject to the provisions of Section 6(e) hereof, to retain, all gross income and other consideration of whatever kind or nature realized by, from or in connection with any NFL Game played on an NFL Game Date or any other RAMS Event, including, without limitation, all gross income and other consideration from the sale or distribution of tickets or Passes to any NFL Game, Pre-Game Date event, Football-Related Event (including, without limitation, tickets to club seats) or other RAMS Event, and from concessions sold or provided in the Unreserved Facilities on an NFL Game bate or date of another RAMS Event (except that matters respecting concessions are controlled by, and subject to, the terms and conditions of Annex 3), and from the sale, leasing, licensing or concession of advertising (except that matters respecting advertising are controlled by, and subject to, the terms and conditions of Annex 2) or promotional rights for any RAMS Event whether such advertising or promotion is in the nature of signage (interior or exterior), printed material (including publications, tickets, programs photographs, score cards, media guides, year books, or flyers), radio, television, .video, audio tapes, computer service or device or other communications media, presently known or unknown, and all proceeds and receipts from the broadcast, telecast, transmittal or other reproduction (by means of radio, television, video, computer service or device, motion picture or other communications media, presently known or unknown) of a RAMS Event (or portion thereof). In addition, the RAMS shall be entitled to contract for and to collect, receive and retain all gross income and other consideration of whatever kind or nature realized by, fr or in connection with the sale, lease or licenSing or other use of any RAMS Reserved Facilities.

(e) Coats and Expenses of the RAMS and CVC Operations. Nothing contained in this ded Lease shall make or be construed as creating a relationship of partners or joint venturers between the parties hereto. CVC is operator of the Facilities and lessor of the Facilities to the RAMS and CVC will generate certain revenue. The RAMS is a lessee, generally, to play NFL Games, to conduct certain related and administrative functions = to generate and to obtain obligations of each of CVC and revenues. The functions the RAMS are particular several. Accordingly, subject to the provisions of Section 11 her f, each of the RAAS and CVC, respectively, doei hereby ind fy hold the other all cla = , actions, causes ,harmless fro . against, any reasonnbl(s (inclu of action, loss, cost and ex pensesJ) c)Ame41 Aminst and/or sustained attorney's fees by CVC and the , reyr -_)ctively, on account of any such cost or CVC, and expense which is th respo ibility of tbl respectively.

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(f) Assignment, Subletting, Licensing and Permitted Encumbrances. The RAMS shall be entitled to assign all of its rights and delegate all of its obligations under this Amended Lease to a general partnership of which the RAMS is the majority general partner and which assumes the obligations of the RAMS under thi.s Amended Lease and the Annexes without the prior consent of CVC; provided, however, that no such assignment shall release the RAMS from any obligation under this Amended Lease. Prior to any such assignment, the RAMS shall inform CVC and the Authority of the names of the partners in such general partnership (which information shall be held confidential by CVC and the Authority to the extent allowed by law). The RAMS also shall be entitled to enter into one or more subleases and licenses for all or any portion of the Reserved Facilities and the Unreserved Facilities without the prior consent of CVC; provided, however, that no such sublease or license shall release the RAMS from any obligation under this Amended Lease, and such subleases and licenses shall be subject to this Amended Lease. The RAMS shall be entitled also to mortgage, pledge or collaterally. assign its interest in this Amended Lease, including the Annexes, as security for any loan, the majority of the proceeds of which shall be utilized for or in connection with

the ownership, operation or use of the Facilities or the RAMS, or the performance of the RAMS' obligations hereunder, and, in connection therewith, CVC agrees to execute and deliver such waivers and consents as may be reasonably and customarily required by any lender to the RAMS. The lien of the Prior Leases shall nonetheless remain prior and paramount to the lien of any such mortgage, pledge or collateral assignment and the parties to the Prior Leases by their consents to this Amended Lease and to the Assignment consent to such mortgage, pledge or collateral assignment, and agree to provide the mortgagee or secured party pursuant thereto with a nondisturbance agreement substantially in the form of the Nonin the Relocation Agreement. Disturbance Agreement as defi to providing for the right of Such agreement -41all al to receive all notices given to the mortgagee or secured right to cure any the RAMS under this ad Lease and all defaults by the RAMS hereunder and to succeed to the RAMS rights and m thi- Amended Lease upon the excise of its remedies under such ortgage, pledge or collateral ssignment. (g) Not used. (h) The cost of certain of CVC's obligations under this Am = ed Leaso, and Annex 1, may ty:1 a "Preservation Cost" se and Ann 1). The (as defined in the .trating exclusive source of funds for the payment of such obligations 'shall be (i) thc) Preservation Fund (as defined in the choose to Financing Agre t), (ii) to ttn extent IS' rights of offset exercise such rights, /or procced abatement, and (iii) insurance pr received from any other third party who is liable for damage
FRICL037A-VVP 55 1/16/95 4:34pm -1 6-

to the Facilities. The limitation to exclusive source of funds for such CVC obligations in the preceding sentence does not and shall not in any manner excuse or prevent CVC from being in default of its obligations under this Amended Lease (or Annex 1) even though the RAMS would have no other source of recovery of monetary damages for failure of CVC to perform solely on account of such limitation to exclusive source of funds. (i) In the event that the entry into this Amended Lease by the CVC, the continuation of this Amended Lease and/or the activities of the RAMS under and pursuant to this Amended Lease, result in all or any part of the Facilities to be subject to taxation, assessments or charges lawfully made by any governmental body, the amount of all such taxes, assessments and governmental charges shall be deemed and shall become additional rent payable hereunder, the same to be paid by the RAMS to CVC or directly to the taxing

authority, in such manner and at such -4mes before the same become delinquent or in all events prior to such time as CVC In may be required to pay the same under the Operating Lease. the event that the RAMS . pays the amounts directly to the taxing authority, the RAMS shall notify CVC in writing that it has elected this course and shall furnish CVC with copies of all correspondence, together with evidence of payment to the taxing authority when paid and copies of paid receipts with respect to the payment thereof within ten (10) days of the RAMS' receipt of such paid receipts. CVC represents and warrants that it has no reason to believe that as of the date hereof that there are any conditions or facts, with the passage of time or otherwise, that would result in any such taxation, assessments or charges descri.=. in the preceding sentence. (j) CVC shall tiintain a master record of the scheduling of CVC Events and Events. With respect to all Unreserved Facilities or Levels 300 or or any portion of Event (other than an NFL 400 of the Facilities, once a Game Date or Pru-Game Date) or a CVC Event is booked on a ded Lease, CVC or with this particular data in acco case may be, y book a CVC Event or RAMS the RAMS, as Event, as the case may be, on that date so long as such booking does not materially interfere with the use and enjoyment of the applicable portion of the Facilities for the event first booked (where booked).
RAMS take this 7. that certain Venue Compatibility Agra 1991.
8. flak ,

ed Lease subject to t dated October 27,

shall be (a) Priority of NFL GSwee. The responsible for scheduling all NFL G, .Ties. In order to
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coordinate the scheduling of CVC Events and NFL Games, CVC and the RAMS shall comply with the procedures set forth in this Section 8. Scheduling of NFL Games (the exclusive professional football use of the Facilities during the term of this Amended Lease) as herein provided, as well as Pre-Game Dates, shall have absolute and unconditional first priority over the scheduling by CVC of any CVC Event. To satisfy this requirement, CVC must reserve for the priority use by the RAMS, pending release by the RAMS as hereinafter provided, the entire Facilities at all times during the months of August through January (or between such other months as the NFL shall then hold or propose to hold its season of NFL Games) ("Possible Game Dates"), except for a one week period in each calendar month (plus such additional days as will still afford RAMS three-weeks) (except, in either case, those calendar months in which play-off games may occur) beginning 12:01 a.m. on a Wednesday through 12:00 midnight on the following Tuesday (the "CVC Period"). In the event that the CVC Period falls within two months, such period shall be deemed a part of the calendar month in which the Sunday of such period falls. In addition, the CVC shall not hold two consecutive weeks as CVC Periods. Not later than three (3) years in advance, CVC shall inform the RAMS in writing of the CVC Periods. The RAMS shall promptly confirm and advise CVC within (10) business days regarding the tentative scheduling of pre-season and regular season NFL Games and shall advise CVC within ten (10) business days of confirmation of pre-season games and of official confirmation of regular season NFL G es by the NFL to the RAMS, and the CVC's obligation to reserve Possible Game Dates during such pre-season and regular season periods shall thereupon be terminated, but CVC shall be responsible for requesting information from the RAMS regarding the release of any Possible NFL Game Date prior to making any binding commitments to other parties for use of the Facilities on such Possible Game Dates. In reserving actual Game Dates, the RAMS also shall have reserved the exclusive use of the Unreserved Facilities as provided in Section 6(a) on the day prior to other promotional or each NFL Game Datc for to practices football-relatr . Possible NFL Gams Dates for the p post-season play-off period shall be released automatically only upon either the RAMS being math tically eliminated losing a post-season during the regul Pgt_lson or the play-off g . Notwithstanding the foregoing, upon CVC's request, the RAMS shall consider, in its g... faith sole discretion, releasing Possible NFL Game Dates to permit the CVC's u of the Unreserved Facilities on days in addition to CVC Periods.
,

Ranannin. In(b.) S_0_0 _uliNAgg _ Cha i .-the event the NFL shall schedule any NFL Game other than between August 1 and January 31 in any year, such data may be of scheduling by the NFL an NFL Game Date only if at t such date has not be.ol booked for a CVC Event; provided, during the term of this however, that if fr time to t
FRKL037A.WP 55909 1/1 /95 4:34pma -18-

Amended Lease, the NFL shall customarily schedule any NFL Game other than between August 1 and January 31, the RAMS shall also have absolute and unconditional first priority during such new or extended period over the scheduling of any CVC Event not already scheduled to be held during such new or extended period in the Facilities (to the extent necessary to assure the RAMS the benefits set forth in Section 8(a) above). The RAMS acknowledges and agrees that it will pay CVC the sum of $25,000 for each and every NFL Game played by the RAMS at the Facilities in excess of the Season Game Limit, plus the RAMS' share of game-day expenses as provided in Annex 1, which sum shall be in full satisfaction of any and all obligations of the RAMS of any kind (including without limitation rent) for playing any NFL Game at the Facilities (and use of the Facilities on the extra Pre Game Date(s)) in excess of the Season Game Limit. For purposes of this Section 8(b), the term "Season Game Limit" shall mean ten (10) NFL Games conducted during any single NFL season, plus all play-off NFL
-

Games occurring immediately thereafter. Subject to the provisions of Section 8(a) hereof, the RAMS agrees to cooperate with CVC in connection with long-term (up to ten (10) years) planning by CVC for scheduling of possible CVC Events during the period of August through January (or such earlier and/or later months as may be included in the regular schedule of NFL Games) of each year during the term of this Amended Lease and to use reasonable efforts to secure confirmation from the NFL as to the availability of Possible NFL Game Dates for CVC Events, so as to enable the RAMS to release Possible NFL Getal Datei to CVC at the earliest practical opportunity. Similarly, CVC agrees to cooperate with the RAMS in connection with the scheduling of NFL Games in the event the NFL schedules or contemplates scheduling NFL Games in earlier or later months, on days other than Saturdays, Sundays, Mondays Thursday, or lengthens its NFL season. Inasmuch as CVC's obligation for Facilities Management as defined in = pursuant to Ann 1 shall extend s (including Preto preparation of the Facilities for NFL Game Dates) other Events, CVC agr s that all CVC Events permitted herein = all events at the Convention as to avoid interference with or Center shall be uled Dates) disruption of NFL Games (including Pre-G Events minimiz64 intnrference with or disruption of other ts'necessary or any of th7 preparatio or other arrang therefor or incidental thereto.

fessional Football. Gees. Other than (c) Other the NFL's Super Bowl the NFL'L: Pro Bowl, no football g to be played by professional foo 11 play7=s mny be scheduled or played at the Facilities without the prior written cons t `of the RAMS, which may withhold its consent in its sole discretion.
9. Rant. In consideration of the exclusive . rights, benefits, privileges and uses granted the RAMS herein,
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the RAMS covenants and agrees to pay rent throughout the term of this Amended Lease as follows:
(a) Base Rent. Subject to possible adjustment pursuant to Section 8(b), the RAMS shall pay as rent to CVC the sum of S250,000.00 per year, in twelve equal monthly installments, said installments to be due and payable on the first day of each consecutive month commencing with the RAMS' Facilities Delivery Date (although in the month in which the RAMS Facilities Delivery Date occurs the payment shall be due the day after the RAMS Facilities Delivery Date and shall be prorated per game based upon a 10-game season). (b) Bonds. CVC has advised the RAMS that the bonds issued by the Authority in connection with the Project (the "Project Bonds") were issued as "governmental bonds" for federal. income tax purposes, and, as a result, the obligations of the RAMS in connection with this Amended Lease and the Annexes hereto and any amounts'otherwiSe payable by the RAMS in satisfaction of such obligations, may be limited to assure that payments made by the RAMS, when aggregated with any other payments made by persons other than state or local governmental units, will be less than-the amounts which would cause any issue of the Project Bonds to meet the private security or payment test set forth in the Internal Revenue Code of 1985, as amended. In this regard, the CVC may obtain from time to time opinions of bond counsel selected or approved by the Authority ("Bond Counsel") which address the obligations of the RAMS hereunder. The RAMS agree to comply with any written direction from CVC in reliance on an opinion of Bond Counsel which direction relates to any payment or amount otherwise Owing by the RAMS. In addition, the RAMS agree to use their best efforts to cooperate with the CVC to modify the timing or amount of payments otherwise owing by the RAMS pursuant to this Amended Lease and the Annexes hereto so as to comply'with the opinion of Bond Counsel.

(c) All sums due CVC under this Amended Lease which do not constitute rent hereunder shall be deemed to constitute additional rent; provides, however, that amounts due CVC under Section 6(b), Annex 2, Anna 3 or Ann= 4 shall not constitute rent but rather shall be considered a division of the gross revenues to which they relate in accordance with the interests of the the CVC under this Amended Lease.
1 0.

,-

(a) CVC Covenants. CVC, by its execution and delivery of this Amended Lease, covenants and warrants to the RAMS, that it has full right lawful authority to enter into this Amended Lease for the full term her f, that all n taken by it to authorize the necessary action has execution and delivery of this Amended se, that this binding obligation of Amended Lease is the legal, valid FRKL037A.WP 55
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CVC and, provided that the RAMS shall not be in default in the payment of rent or in the performance of any of its obligations hereunder, but subject to the provisions of Section 8.2 and Section 8.3 of the Financing Agreement, that the RAMS shall peacefully and quietly have, hold and enjoy the Facilities throughout the term of this Amended Lease and any extension thereof, free from any hindrance or molestation by CVC, or by anyone claiming by, through or under CVC. The RAMS, by its execution and delivery of this Amended Lease, covenants and warrants to CVC that, except for the NFL Constitution and Bylaws, rules and policies of the NFL, (collectively, the "NFL Policies") to the extent, if at all, applicable (in the event of an approval of the Application (as defined in the Relocation Agreement) the RAMS waive the exception relative to NFL Policies) and subject to Section 26: (i) the RAMS has full right and lawful authority to enter into this Amended Lease for the full term hereof; (ii) all necessary corporate action has been taken to authorize the execution And delivery of.this Amend (Lease; and (iii) subject to the occurrence of the Assignment Effective Date, this Amended Lease is the legal, valid and binding obligation of the RAMS.

(b) Attornment to the Authority. This Amended Lease shall be subordinate to the Prior Leases; provided, however, that the Authority has agreed pursuant to the Operating Lease, and the City, the County, the State, SLMFC, CVC and FANS by their respective execution and delivery of the Consents to Assignment also agree, that upon any termination of the Operating Lease, this Amended Lease shall automatically become a direct obligation of th4..; Authority such that, subject only to the provisions of Section 8.2 and Section 8.3 of the Financing Agreement, the RAMS shall be entitled to continue to enjoy the benefits of the leasehold estate granted and conveyed herein without hindrance or interference by any party, provided the attorna to the Authority, and continues to perform th~s obligations of the RAMS hereunder, subject to the terms conditions of this Amended Lease. . The RAMS acknowledges . (c) F itv rights hereunder are subject that this Amended - Lease and subordinate to the provisions of Section 8.2 and Section 8.3 of the Financing Agreement, and to the right of the Indenture Trustee (as definei in the Project Indentures) Financing Agre ent), upon the written (as defined in Project Indentures) of request of Holders (as defi> in not less than 25% in aggregate principal ..unt of the respective Project Bonds then outst= + ing as set forth in Project Indentures, to direct the Authority Section 903 - of f tball uses of the to terminate all convention to all 1= see, Facilities and, thereafter, to t for or authorizing subleases, and other agreemento provid agrees said uses, including this A ed Lase, and the Section 8.3 to comply with the provision of Sections 8.2
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of the Financing Agreement, and to deliver appropriate notices to its sublessees, and to other contracting parties, as directed by the Authority in accordance with said Sections 8.2 and 8.3 and the terms of that certain Non-Disturbance and Attornment Agreement of even date. The RAMS shall further (i) include within each lease, sublease, license and other agreement to which it is a party (other than tickets and other short-term agreements with event patrons), a provision restating the foregoing requirements of this Section 10(c) and (ii) require each of its sublessees and licensees having rights to utilize the Unreserved Facilities, and its and their respective contractors, to include the same provision in every sublease, license and other agreement relating to the Unreserved Facilities to which any of them is a party. The provisions of this Section 10(c) shall in no respect limit, restrict or be in derogation of the RAMS' rights under Section 16 hereof. 11.

Indemnification.

(a) Indemnification by CVC. CVC shall, at all times during the term of this Amended Lease, protect, indemnify and save harmless the RAMS and the Authority, the City, and the County (the "CVC indemnified parties") from and against all liabilities, obligations, claims, damages, penalties, causes of action, contests and expenses (including, without limitation, all attorneys' fees and expenses) imposed upon or incurred by or asserted against the CVC indemnified parties, and not covered by insurance, as a result of any negligent act or omission on the part of CVC which results in (a) a death or injury occurring in the Facilities, (b) a loss of or damage to the Facilities or any portion thereof, or (c) a loss of or damage to any equipment or property within the Facilities, and against any breach of any term, covenant or condition of this Amended Lease by CVC; provided, however ty shall not extend to any occurrence that CVC i s ind resulting from the gross . ligenc'A or intentional misconduct of the CVC indemnified parties or their .ployees, agents, contractors Or invitees (other event patrons).

. The shall, (b) Ind ification by the at all t s during the term of this Amended Lease, protect, the Authority, the City, indemnify save harmless CVC fied parties") from and and the County (the " ind against all liabilities, obligations, claims, damages, penalties, causes 'of action, contests and expenses (including, expens ) impo without limitation, all attorneys' fees if ied ind upon or incurred by or asserted aged. t thr _parties, and not covered by insurance, as a r ult of any resulting in negligent act or omission on the part of the in the Facilities, (b) a loss (a) a death or injury occurr of or d--.rage to thf2 Facilities or any portion thereof, or vrithin ivent or pro (c) a loss of or d. ge to any the Facilities, and against any br ch of any term, covenant

40

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or condition of this Amended Lease by the RAMS; provided, however that the RAMS' indemnity shall not extend to any occurrence resulting from the gross negligence or intentional misconduct of RAMS indemnified parties or their employees, agents, contractors or invitees.

12. Insurance and Casualty. CVC shall carry, or cause to be carried by CVC's tenants, licensees, contractors and other occupants or users of the Facilities (other than the RAMS), such policies of casualty and public liability insurance in respect of the Facilities and the uses made thereof as are required to be carried under Article V of the may be ended from time to Financing Agreement, as the s time, as well as such policies and insurance (with such dollar amounts of coverage) as are set forth on Exhibit 12 hereto. The RAMS shall be named as additional insureds on the policies described in the preceding two sentences at no cost to the RAMS. All policies of casualty insurance maintained or secured by the RAMS and CVC shall contain appropriatemutual waivers of the right of recovery against the RAMS or CVC, as the case may be. Annex 1 to this Amended Lease and Section 16 hereof govern the rights, obligations and remedies of the parties in the event of any damage to or destruction of the Facilities.

13. Successors in Interest. Subject to the ad Lease may not provisions of Section 6(f) hereof, this be assigned by either party without the express written consent of the other hereto, which consent may not be unreasonably withheld. Onc.1 Liuch consent is given, this Amended Lease shall be binding upon, and shall inure to the their respective successors benefit of, the parties hereto and assigns.

14. Notice*. All.demands, requests, consents, and all notices approvals required to be given hereunder, other 4x sunder, shall be in delivered by any party to addresses t forth writing and shall be deli ed to given upon -r ipt if by below. Such notices shall be d ress courier personal delivery, u receipt if by promising over night delivery (with delivery confirmed the receipt if by facsimile transmission next business day), u
three (3) busines days ) (receipt of which is after deposit in the U.S. Mail, if by registered or certified mail, first class, polJtag prepaid. To IL:. John J. Shaw Pre.sid.;nt ANGELS RAM 10271 West Pico Blvd. Loi Angel , CA 90064 (310) 277-43'1

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With a copy to:

Irell & Manella 1800 Avenue of the Stars, Suite 900 Los Angeles, California 90067 Attention: Milton B. Hyman, Esq. Facsimile: (310) 203-7199 St. Louis Convention and Visitors Commission 10 South Broadway St. Louis, Missouri 63102 Attn: President Facsimile: (314)

To the CVC:

With a copy to the parties to the Prior Leases: Regional Convention and Sports Complex Authority c/o Mr. Robert J. Baer, Chairman 814 North Broadway, Room 100 St. Louis, Missouri 63102 Facsimile: (314) 231-2284 The State of Missouri State Capitol Jefferson City, Missouri 65101 Attn: issioner of Administration Facsimile: The City of St. Louis, Missouri 1200 Market Street St. Louis, Missouri 63103 Attn: Mayor, Room 200 Comptroller, Room 212 Facsimile: St. Louie County,.Missouri St. Loul County Government Center 41 South Central St. Louis, Missouri 63105 Attn: County Counselor's Office . Factlaile: (314) 889-3732 The addr se, , facsimile numbers and persons provided herei 4-0 ve u4:41, be changed by delivery of written notice of such e to each of the parties hereto.
'..

DefaultS_IY_Abn
event the RAMS sh,_11 (a) Defaults. In fail to pay any sum of rent or additional rent due hereunder or otherwise fails to vxform any of its obligations under this Amended Lease, . , ,uch failure s . 1 continue for sixty of written notice of:such (60) days after delivery to the . zs be, (or, if such failure to pay or perfo , as FRKL037A.WP 55 !-11
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default is not reasonably susceptible to cure within a sixty (60) day period, if the RAMS fails to commence the cure thereof within such sixty (60) day period or thereafter fails to proceed with diligence to effect a cure), then, in any such event, but subject to the provisions of Section 15(c), CVC shall be entitled to declare this Amended Lease terminated and/or to exercise any and all rights and remedies it may have at law as wellas a right to specific performance of the RMS's obligations under Section 3(c) hereof. It is hereby acknowledged and agreed that, notwithstanding any such default by the RAMS, (i) CVC shall not be entitled to consequential damages, (ii) the Relocation Payment (as defined in the Relocation Agreement) is earned by the RAMS when paid, and (iii) the payments described in Section 26 hereof are earned when paid. Notwithstanding the foregoing provisions of this Section 15, upon any termination of this Amended Lease resulting from a default by the RAMS pursuant to the provisions of Section 15(a), the RAMS shall be released from any and all liability accruing after the date of such termination (including, without limitation, any liability for payment of rent or additional monies or for the performance of any obligation under Section 9 hereof),

(b) Delivery of Unreserved Facilities and RAMS Reserved Facilities. In addition to the rights and remedies provided for in Section 15(a) ve, in the event the RAMS shall fail to deliver exclusive possession of all or any portion of the Unreserved Facilities to CVC on the date and at the time such delivery is due hereunder, the RAMS shall pay to CVC, as additional rent the sum of $5,000.00 for each day or portion thereof such holdover continues. Said sum shall be due within ten (10) days of CVC's demand therefor. Nothing to constitute contained in this subsection (b) shall be de= In permission on the part of CVC to any holdover by the RAMS. the further event CVC is unable, as a result of such holdover, to perform any obligation to a third party scheduled to utilize such portion of th Unr. erved Facilities (orany portion of the Reserved Facilities, to the tent it has CVC shall a right to utilize A WAS Reaery be entitled to aver actual (including consequential) damages sustai by CVC on account thereof.

(c) Eise of Remedies. Exercise by CVC of the tion 15(a) shall be subject to the remedies set forth in up to two (2) RAMS requirement that CVC deliver to , a copy of any additional entitias specified by tion 15(a) pursuant to notice delivered to the is in default in the advising or claiming that the .-performance'of any obligation to be performed by the iod of hereunder, and giVing such designees a r sonable time, and in no event less than sixty (60) days frthe' date of such notice, within which to curs said default on behiJ.lf of the RAMS should they, or any of theva, el t to cure said g or impositions shall be '-de default. Payments of any
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without prejudice to the RAMS' right to contest the lawfulness thereof (including taxes, mechanic's lien claims, and the like), and to secure same by bond or other security reasonably acceptable to CVC pending resolution of the claim. Upon any termination of this Amended Lease by the CVC upon a default of the RAMS under Section 15(a), CVC shall immediately be released from any further obligation to pay or perform the obligations respecting the RAMS under Paragraph 29 of the Anaheim Lease (as hereinafter defined) as provided in Section 26 of this Amended Lease.

16. Defaults by CVC and Other Occurrences. (a) CVC Defaults. Each of the following occurrences shall constitute a default on.the part of CVC hereunder: (i) if CVC shall fail to pay any sum due and payable to the RAMS hereunder or fail to perform any other covenant or obligation on its part to be performed hereunder and such failure shall remain uncured for sixty (60) days after delivery to CVC of written notice thereof (or, if such default (other than a failure resulting from a lack of funds in the Preservation Fund) is not reasonably susceptible to cure within a sixty (60) day period, if CVC fails to commence the cure thereof within such sixty (60) day period or thereafter fails to proceed with diligence to effect a cure). Notwithstanding the foregoing provisions of this Section 16(a), it shall be a default on the part of CVC hereunder, which default shall not be subject to cure by CVC, if (x) CVC shall fail to perfo any obligation to be performed by CVC and (y) such failure shall result in the
.

cancellation or postponement of any NFL Game. (b) Occurrences Giving Rise to RAMS Remedies. Each
of the following occurrences shall have the results specified in Section 16(c): (i) if the Authority, or any of the Sponsors shall refu w or fail to recognize the rights of the RAMS under this Amended Lease as provid(id in Section 10 hereof; - (ii) if there is an uncured Event of Default under any of the Project Indentures (as defined in the Financing Agreement) or if there is an Event of Non-Appropriation (as defined in the Financing Agreement) on th , A part of any of the in the Financing Agreement) which is not Sponsors (as defi cured within 90 days thereof; (iii) if the RAMS shall receive direction of b Trust under any of from Authority at the Proj t Indentures pursuant to S tion 8.3 of the

Authority under Section 8.2 of Financing eement or fr the Financing-Agreement any noti of intention to terminate playing of the RAMS' right to use the Facilities for ch 31, 2005, the ,professional football grAes; (iv) if at Facilities and ch Component ther f d not P.B.7)t the First Facilities Tier standard, (v) if at March 31, 2015, each Component thermof does not t the First Tier standard; (vi) subject to Section 22, tly) Fciliti x, including without the Unreserved limitation, the Reserved Foilitiee FRKL037A.WP 55 1/16/95 4:34ps
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Facilities, are not delivered to the RAMS in a First Class condition by 12:00 noon on October 21, 1995; (vii) if taxes of the kind specified in Section 6(1) are levied and not paid by a third party at substantially no cost or expense to the RAMS, state or local taxes which are discriminatory against the RAMS, or discriminatory against an owner or operator of a sports franchise, or there is a finding that there is a "bonus" value to the RAMS' leasehold interest for real property tax assessment purposes such that there is an Imposition of real property taxes with respect to the leasehold interest without the taxes so imposed being paid by a third party at substantially no cost or expense to the RAMS; (viii) in any calendar year there is a "Net Increase", as hereinafter defined, if not paid by a third party at substantially no cost or expense to the RAMS, in the Amusement Tax of 5% presently imposed by the City of St. Louis (the "Amusement Tax") applicable to any of the RAMS' revenues or (ix) at any time during the term of the Amended Lease there is a "Cumulative Net Increase", as hereinafter defined, if not paid by a third party at substantially no cost or expense to the RAMS, in the Amusement Tax by the City of St. Louis applicable to any of the RAMS' revenue. There is a "Net Increase" when the rate of the Amusement Tax is increased by a percentage in any calendar year that is in excess of the "Adjusted CPI-U", as hereinafter defined. The "Adjusted CPI-U" is equal to the percentage increase in the "CPI-U', as hereinafter defined, from the prior calendar year (but in no event more than 4%) redu =. by the "Average Percentage Increase In Ticket Prices", as hereafter defined, for NFL Games from the prior cal. .ar year. In no event shall the Adjusted CPI-U be less than zero. The term "CPI-U" as used Price Inde - Seasonally herein is defined to be the Cons Adjusted U.S. City Average for all Ittns for All Urban Consumers (1982-84-100), issued published monthly by the Bureau of Labor Statistics of the United States Department of Labor. or numbers of it=.= contained in the If the te CPI-U are changed, the CPI U I be adjusted to the figure that would have b an arrived at had the manner of computing the CPI-U in eff,,st on date of this Amended Lease not been altered. If tit, CPI U is discontinued, then the parties to use a substitute index which hereto shall mutually e shall be a successor ind to the CPI-U, appropriately adjusted, or if such au. - - . index is not available, a reliable governmental or other nonpartisan publication ning the retofore used in dete evaluating the info tion CPI U. The "Ay age 12,-rcentage Incr.-se In Ticket Prices" is defined as the averagc c =outage incr.. - from year to year for rsgulnr season single game ticket sales in ticket pri . There is a "CumulLtivIL published or announced by Net Increase" where tha cumulative rate of the Amusemnnt T tags during . term of the is increased by cumulative ulative Adjusted CPI-U". Amended Lease in exceom of thil al to the percentage The "Cumulative Adjusted CPI-U" is increase in the CPI-U at y point in . during the term of
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the Amended Lease using 1995 as the initial base year (but
no event greater than 4% times the number of full calendar years during the term of this Amended then elapsed Lease)

in

reduced by the sum of the Average Percentage Increase In Ticket Prices for NFL Games for all years during the term of this Amended Lease then having elapsed. In no event shall the Cumulative Adjusted CPI-U be lese than zero. (c) Remedies. Any default under Section 16(a) or any occurrence under Section 16(b) shall entitle the RAMS to exercise any and all rights and remedies it may have at law or in equity or hereunder. The enforcement of the RAMS rights and remedies shall include the right to enforce termination of this Amended Lease if such default is not cured within the period of time provided in Section 16(a) for the cure thereof. The RAMS' right to terminate this Amended Lease under the preceding sentence may be exercised at any time, but must be noticed not later than that date which is 90 days following the end of the NFL's season of NFL Games, during which the default occurred. In addition to exercising any of the foregoing rights or remedies, the RAMS shall have the option, ,.at any time upon an occurrence under Section 16(b) and thereafter until the cure of such occurrence, by delivery of written notice to CVC, to terminate this Amended Lease without any obligation or liability on the part of either party to the other hereunder, from and after the date of such termination, except as provided in the next sentence. Upon any termination of this Amended Lease by the RAMS upon a default under Section 16(a) or an occurrence under Section 16(b), CVC shall cause all remaining obligations of the RAMS under Paragraph 29 of the Anaheim Lease (as hereinafter defined) to be irrevocably defeased and cause the irrev le defeasance of all remaining obligations of the RAMS res ting the Anaheim Lease as provided in Section 26 of this sed Lease. Upon any termination of this Amended se pursuant to the provisions of Sections 16(a), (b) or (c), CVC shall bed to have assigned to RAMS whatev, r rights it y have under the Operating Lea to recov by way of a refund any rent or additional rent prepaid by the RAMS properly allocable on a pro-rata basis to any NFL Game Date occurring after the effective date of the termination of this Amended se. Upon any terination of this Amended Lease pursu t to the provisiof Sections 16(a), (b) or(c) other than a termination pursuant to Sections8.2 or 8.3 of the Financing Agr= in lieu of an immediate termination of this Amended RAMS shall i entitled to elect to continue use of Lease, the Facilities under th_J terms of this Amended Lease for a period of one year frthe date of termination of this nr -nary to have th Amended Lease plus such additional through the the RAMS remain in possession in Upon end of the current NFL season, including play-off g s. any termination of use of the F ilities or of this Amended Lease pursuant to tions 8.2 or 8.3 of the Financing Agre-fient, the shall be entitled to elect to continue use

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of the Facilities under the terms of this Amended Lease for up to the end of the second full NFL season, including play-off games, following the date of such termination as provided in Section 10(c). (d) Setoff Rights. In addition to the rights and remedies provided for in Section 16(c), the RAMS shall have the right: (i) to offset against any monetary obligations the RAMS may have to CVC under this Amended Lease (including, without limitation, any obligation to pay rent or additional rent or any other monetary obligations owing to CVC by the RAMS under this Amended Lease) if CVC shall be in default in the payment of any monetary obligation under the terms hereof or if such monetary obligation shall be the obligation of CVC to pay damages to the RAMS pursuant hereto; (ii) to remedy any default under this Amended Lease by CVC and to charge CVC thereafter (including without limitation by way of offsetting any obligation of.the RAMS to CVC under this Amended Lease (including without limitation under arty of the Annexes to this Amended Lease) and (iii) to recover its actual (including consequential) damages if the RAMS is deprived of the use of the Facilities for any NFL Game (or other RAMS Event) as a result of a default by CVC under Section 16(a), or upon and during the continuation of any occurrence pursuant to items (i) through (vi) of Section 16(b), and provided further that if the RAMS is deprived (or reasonably can expect in addition to be deprived) of the use of the Facilities for any NFL Game, in addition to the other rights and remedies of the RAMS, the obligation of the RAMS to pay any sum of rent and additional rent and all obligations of the RAMS under Sections 3(c) and 9 hereof shall fully cealu , suS abate until the first to occur of (x) the cure of applicable occurrence or resumption Of use of the Facilities, or (y) the termination of this Amended Lease by the RAMS in accordance with the option provided for in Section 16(c).

(e) Failure to Met First Tier and First Class

Standards.

(i) Notwi ing anything set forth in any other paragraph of tion 16 to the contrary, Section 16(e)(i) the following: In the event the Facilities po t thereof is not First Tier at may by written either March 1, 2005 or 1, 2015, thc. notice to CVC convert ter of thi Amended Lease to a annual tenancy f the date of the notice (plus such additional mon an are necessary to have the tenancy run through the last day of the current NM season (including play off games) with the RAMS having ouccessive unilateral annual renewal options thereafter until the end of the will then be original term of this Amended Leli. n or with any entitled to negotiate and executu a 1 Faciliti as of the end .of entity and to relocate from any year of the lease period. In such event, this Amended
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Lease shall terminate as of the and of such annual period and each party hereto shall be released from any and all liability accruing after the date of such termination, except that CVC shall be obligated to immediately cause the irrevocable defeasance of all remaining obligations of the RAMS under Paragraph 29 of the Anaheim Lease and irrevocably defease all remaining obligations of the RAMS respecting the Anaheim Lease as provided in'Section .26 of this Amended Lease. Provided, however, that if CVC causes the Facilities and each Component thereof to be First Tier after the RAMS' notice, but prior to the time the RAMS executes a lease with another person or entity, the term of this Amended Lease will reinstate to that set forth in Section 3 hereof. If the Amended Lease is so reinstated, it cannot be terminated for failure to meet that condition unless the Facilities or any Component thereof shall fail to meet the First Tier standard on March 1, 2015. The RAMS' remedies in this Section 16(e)(i) are to the exclusion of a right to other remedies provided in this Amended Lease for the failure to meet the First Tier standard. (ii) Separate and apart from the matters set forth in Section 16(e)(i) hereof, in the event all or any part of the Facilities is not operated, managed, Maintained or Repaired to the First Class standard (as set forth in Annex 1) and such condition remains in effect sixty days following written notice by the RAMS (or five days during the RAMS' NFL season, including during exhibition NFL Games and play off NFL Games), the RAMS shall be entitled to (and must prior to having the right to terminate this Amended Lease for such condition) attempt to r dy such condition and to charge CVC thereafter by way of offsetting any obligation of the RAMS' to CVC under this Amended Lease or any of the Annexes hereto (plus the RAMS cost of enforcing this Amended Lease and the Annexes hereto, including without limitation reasonable attorney's fees, plus interest on all costs and charges at the prime rate of interest then charged by 's Bank plus 3% per annum). If the RAMS reasonably ieves, based upon the written opinion of a reputable engineer (architect or contractor), repair service or maintenance service that the cost to operate, mnage, Maintain or Repair to a First Class standard, as appli la, hill be greater than or equal to 80% of the reasoly projectcd dollar amount of the RAMS' remaining (aft:x prior offsets, if any, applicable to such period) obligationsto CVC under this Amended Lea and the eto for the twava months following the date of the Annexes RAMS shall have the rights to RAMS' written noti , convert the t== of this Amr.71uP'd Lease to an annual term (with the RAMS having successilv, unilateral annual renewal options tion 16(e)(i) above), to ex ute thereafter as provided in to terminate the a lease with ano ty rel te, Amended Lease, all as more icularly set forth in ve (including CVC's obligations with Section 16(e)(i) Lion respect to the Anaheim Loam, at\ Jet forth in under this 16(e)(i)). This obligatio of the FRKL037A.WP 55! ! 1/16/95 4:34pm
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Section 16(e)(ii) shall not apply to a condition which results in the cancellation or postponement of an NFL Game, in which event the RAMS shall have the right to convert the term of this Amended Lease, to execute a lease with another party and relocate, and to terminate this Amended Lease as are set forth in Section 16(e)(i) hereof. (iii) In the event that CVC contests any actions of the RAMS taken in reliance on this Section 16(e) and an arbitration (or judicial) decision is rendered in favor of CVC on any or all grounds, the RAMS will not be in default of its obligations under this Amended Lease or under any of the Annexes hereto, if, within thirty days after such decision becomes final and nonappealable, the RAMS pays to CVC the dollar amount which it was found the RAMS had no right to offset and the RAMS continue to play (or return to playing) its home NFL Games at the Facilities.

(f) CIVIC Guarantee. Notwithstanding anything set forth in any other paragraph of Section 16 to the contrary, this Section 16(f) shall govern the following matters: By written notice to CVC, the RAMS shall have the right (i) to convert the term of this Amended Lease to an annual term (with the RAMS having successive unilateral annual renewal options thereafter as provided in Section 16(e)(i) above), and (ii) to execute a lease with another party and relocate upon the failure of any or all of the Obligors under that certain Agreement re Minimum Return by and t ng CIVIC, the m=. rs of CIVIC and the RAMS (the Agreement re Minimum Return") to pay, if then accrued, the RAMS within five (5) calendar days after a written demand is delivered to CIVIC by the RAMS to do so; the Excess Guaranty Pa m unt (as defined therein).
o

(g) Public Officials. No public official or commissioner and no s eholder, partner, officer or employee of the Authority, CVC, any Sponsor or the RAMS shall have any personal liability for payment of any claim or the performance of any obligtion from obligations set forth in this Amended

Each party shall 18. deliver or use to be delivered to the otherty, such t of the Facilities and the accountings in r reports uses :vole ther f at y operati conducted therein or by such other party - be reas to t ly r ired from t State, the City or or as y be r ired by the Authority, the County. _

19. Non-Disc-T071 1:14g.: In the performance of ies shall not unlawfully their obligations e , the discriminate on thn basi of r , religion, sex, color, national origin, veteran 1.4tatus, age or physical handicap,, and
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the parties shall take such affirmative action as may be appropriate to afford opportunities to everyone in all operations of the Facilities, including enforcement, contracting, operating, maintenance and purchasing. The parties shall comply with all applicable mandatory federal, state and local laws, ordinances, executive orders and regulations of general applicability to businesses regarding equal employment, nondiscrimination and affirmative action.

20. Governipg Law. This Amended Lease shall be governed by and construed in accordance with the laws of the State of Missouri, without. giving effect to principles of conflicts of laws. 21. Amendment,. This Amended Lease (along with the Annexes and agreements attached hereto and identified on Exhibit 21) contain the entire agreement of the parties hereto relative to the subject matter hereof. This Amended Lease may not be amended in any respect, and CVC agrees not to enter into any modification of or amendment to the Operating Lease or the Convention Center Operating Lease (as defined in the Operating Lease) materially affecting the rights or obligations of the RAMS hereunder, including without limitation changing'in a terially adverse manner any aspect of the Facilities relating to the functional or economic use of the Facilities by the RAMS, or any of its licensees, sublessees and assignees, in res= t of the RAMS Reserved Facilities, NFL Games, NFL Game Dates or Pre-G e Dates, without the prior written consent of the RAMS.

22. Unavoidable Delays. The Authority, CVC and the RAMS, respectively, shall each be excused for any failure to perform any obligation under this Amended Lease, to the extent such failure to perform is due solely to any of the following occurrences: fire, tornado, severe weather or other Actof God; war, civil riot or insurrection; or strike, lockout or labor distur 23. Stversbilitv. If any one or more of the terms, provisions, promises, covenants or conditions of this Amended Lease, or the application thereof to any son or circumstance, shall to any extent be adjudged invalid, unenforceable, void or voidable for. any r son whatsoever by a court of competent jurisdiction, each all of the remaining terms, provisions, promises, covinants conditions of this Amended , and the appli tion thereof to other persona or circumst shall be , shall not be affected thereby valid tted by law, fullest extent enforceable to provided that mo enforcing this se would not ed or CVC Amaterially affect the rights or obligations of the hereunder, including changing in a materially adverse manmx any aspect of the Facilities v71mting to the functional or economic use of the Faciliti by the RAMS in rerivct of the Dates, Pre-G RAMS Reserved Facilities, NFL Gas ,'' 0i, NFL
FRILL,037A.WP 55 a f 1/16/95 4:34pm
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Dates or other RAMS Events, or by CVC in respect of the CVC Reserved Facilities, Unreserved Facilities, or CVC Events.

24. Captions and Headings. The captions and headings used throughout this Amended Lease are for convenience of reference only, and the words contained therein shall not be deemed to affect the meaning of any provision or the scope or intent of this Amended Lease, nor in any way affect this Amended Lease. 25. Arbitration. Any controversy, dispute or claim between or among any of the parties hereto (and/or any of those consenting hereto pursuant to the Consents to Assignment (other than the City, County or SLMFC, which may only bring an action or against which an action may only be brought in United States Federal District Court for the Eastern District of Missouri, with the right to jury waived)) to this Amended Lease, related to this Amended Lease, including, without . limitation, any claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Amended Lease. (including any determination of whether the "First Tier" or "First Class" standard provided in Section 1.3 of Annex 1 to this Amended Lease has been met) shall be settled by arbitration conducted before three arbitrators in St. Louis, Missouri, in accordance with the most applicable then existing rules of the American Arbitration Association (or its successor or in the absence of a successor, an institution or organization offering similar services), and judgment upon any award rendered by the arbitrator may be entered by any federal or state court having jurisdiction thereof. Such arbitration shall be the exclusive dispute resolution mechanism. In the event the event the parties (and/or those consenting hereto) are unable to agree on the three arbitrators, the parties (and/or those consenting hereto)-shall select the three arbitrators by striking alternatively (the first to strike being chosen by lot) from a list of thirteen arbitrators designated by the American Arbitration Association (or its successor or in the absence of a successor, an institution or organization offering Similar services); seven shall be retired judges or trial or appellate courts resident in states other than Missouri or California, selected from the "Independent. List" of retired judges (or its then equivalent) and six shall be members of the National Academy of Arbitrators (or its successor or in the absence of a successor, an institution or organization having a similar purpose) resident in states other than Missouri or California. In the event of any such arbitration, the prevailing party -shall be awarded its costs and reasonable attorney's fees as part of the award. Each of the parties to the arbitration shall bear the costs of the arbitration on such equitable basis as the arbitrator of the matter shall determine. Notwithstanding the foregoing, where a dispute presents issues which are within the exclusive jurisdiction of the National Labor Relations Board, 'the decision of the National Labor
FRKL037A.WP 55909 1/17 /95 7:1

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Relations Board (or any Court of Appeals or Supreme Court enforcing or otherwise reviewing the decision of the National Labor Relations Board) shall be final and binding. Provided, however, that this shall not interfere with respect to dispute resolution prodedures identified in Section 33, which shall be initially exhausted with respect to the work assignment or jurisdictional dispute procedures identified therein.

26. nefeaaance of Anaheim Lease. The parties acknowledge that under Paragraph 29 of the Fourth Amendment to Exhibition Agreement dated November 21, 1978, as amended by the Fifth Amendment to Exhibition Agreement, (the "Anaheim Lease") upon the termination of the Anaheim Lease, the RAMS is obligated, among other payments, either (i) under Paragraph 29(a) of the Anaheim Lease to make a lump sum payment to the City of Anaheim equal tb the unpaid principal indebtedness under the 1979 Stadium Expansion Bonds (or any refunding thereof) and all accrued but then unpaid interest or (ii) under Paragraph 29(b) of the Anaheim Lease to make payments over time to the City of Anaheim equal to such principal and accrued interest. CVC agrees to assist the RAMS to meet the RAMS' obligations to the City of Anaheim under the Anaheim Lease, but nothing hereunder shall constitute a direct assumption by CVC of the RAMS' obligations under the Anaheim Lease to the City of Anaheim. On or before the Assignment Effective Date, CVC, shall cause the defeasance of the obligation of the RAMS to make a lump su payment under Paragraph 29(a) of the Anaheim Lease by making arrangements, satisfactory to the RAMS, under the alternative payment schedule, as provided in Paragraph 29(b) of the Anaheim Lease. The CVC shall arrange for the posting, on behalf of the RAMS pursuant to Paragraph 29(b) of the Anaheim Lease, of an irrevocable standby letter of credit in the form of Attachment "2" to such Fourth Amendment to the Anaheim Lease so as to cause the ref- se to the RAMS of tIvi S2 million Notice Payment (so d:fined in the AnaheiL:1 Lease) previbusly paid by the RAMS to thi City of Anaheim. Thereafter, on t to behalf of the RAmr, CVC promptly: (i) shall cause pa be made for the account of the , but at the cost of CVC, when due, of all for payment to City of 2naheim, as amounts required to be pr -,id to the City of Anaheim under (ii) shall cause for im Lease; Paragraph 29(h) of the the account of the RAMS, but'at the cost of CVC, the obligations perforw_mcA at the t s required, of all of Anaheim Lease, of the under Paragraph 29(b) of including the timely posting of the r ired irrevocable .a security standby letter of crdit. CVC shall grrnt the interest in collateral co isting of Trasury obligations of -the United States having aggregate principal amounts equal to obligation 417 of the the amounts necessary to def under Assignment Effective Date to secure CVC's obligati the preceding s tences of this =wm tion 26. In the event of the termination of this Leas. as provided by Section 15(c.) as 11 immediately be a result of a default by the RAMS, CVC FRISLO37A-WP 55909 1116/95 4:48pra -34-

released from any further obligation to pay or perform under

this Section 26 as herein provided and the RAMS shall promptly

release its security interest in the collateral.

27. Effective Date. This Amended Lease shall become effective from the Assignment Effective Date. 28. *sLNFlo Status as Party. SLNFL is a party to the Amended Lease solely as a result of its status as the lessee of CVC under the Lease. From and after the Assignment Effective Date, the Lease shall have no further force and effect. From and after the Assignment Effective Date, SLNFL shall have no rights or obligations under this Amended Lease or any of the Assign.. Agreements. 29. Teruiptioq. Termination of this Amended Lease shall cause a termination of each of the Ann es hereto. 30. Estop.-1. Upon the written request of either party to this Amended Lease ("Requesting Party"), the other party ("Responding Party") shall execute, acknowledge and deliver to the Requesting Party, a written statement certifying: (i) whether or not any of the terms or provisions of this Amended Lease or any of the Ann hereto have been changed (or if they have been changed, stating how they have been changed); (ii) whether or not thi Amended Lease or any of the Annexes not cancelled or terminated, (iii) the last date of pa t of rent and additional rent and tirperiod covered by such pa t; and (iv) whether or not the Requesting Party --y be in default under this Amended Lease or any of the Annex(1 -7 etc (. if it is clai , that the Requesting Party y b, in default, generally stating why). Such statement shall b, delivered to , Requesting Party within twenty (20) business days after the date of request by the Requesting P The Requesting Party --y give any such statement by pond P to the Authority, the Sponsors, FANS, Civic or any pros tive subtenant, assignee or encumbrancer of Faciliti or creditor of the Requesting Pa . The Au rity, the S 7 4. rs (or any Sponsor), FANS, Civic or such subtenant, assignee or encumbr y r - ly conclusively upon such statement as true and corr 31. P1 providinv tt. construed appli ,*111 ordinances, r . County.

ng in this Amended

as shall be an exemption freA any ations or tanes of the City or

32. All references in this Amended Lease shall refer to official civil tid.A for the Central is of in this a i ded Lease. Time Zone. T ess .33. L ,.r.1,'Ia.igns. All maintenance and V construction operatic at the Facilities and the Convention
FRKL037A. 55900 1/16/96 4:48,i
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Center, including those related to Events shall b. pnrfo by ploy a represented by AFL-CIO unions in accordance with the jurisdictional rules and under wages, benefits and working conditions established by the contracting party with unions having jurisdiction over such work regardless of whether the contracting party is CVC or the RAMS or a contractor or subcontractor for one of them. All other work, excluding football and media operations, involving maintenan construction or operations of the Facilities and the Convention Center performed by the RAMS or its contractors, subcontractors and concessionaires shall be perfo t subject to the applicable, lawful jurisdictional rules and regulations established by CVC for the Facilities and the Convention Center in effect from time to time (including any jurisdictional dispute resolution procedures) and in the absence of such regulations, in accordance with the jurisdictional provisions of the incompletely executed Event Labor Agreement. Nothing in this paragraph shall override the provisions of any collective bargaining agreement or preclude the RAMS or any contractor, subcontractor or concession operator of the RAMS from negotiating the wages, benefits and working conditions applicable to its employ s; provided 11 use its best efforts to include further that the RAMS acceptance of any CVC-sponsored jurisdictional dispute resolution procedure in any such labor agreement entered into by the RAMS or any of its contractors, subcontractors or concession operators.

34. Third party

party beneficiaries to this hereto.

flciariesr. There are no third

ed Lease or the Anml-es

35. Count arts. This Amsnded Lease and any of the Annexes may be executed in onf or wore counterparts, each ether of which shall be deemed an original all of which shall constitute one and instrument.
r by law, or in tx. Un2 36. Confiden in the ordinary accordanc-, with NFL Policic_,, or as t of the other parties course of business, or with the co ly withheld), the parties hereto (which I not be unreaso tion shared, all hereto k all financial info account terms conditions of all agreements or contr is to be taxed into pur ,uant to or in accordance with this Amended or any of the Annexes, confidential (unless by a violation such information has become public other hereof by a tvreto).

FRICA37ANIP550001/16/25 - 4:48pm

36

IN WITNESS WHEREOF, the RAMS, CVC and SLNFL have executed this Amended and Restated ST. LOUIS NFL Lease, as of the day of the year first above written: THIS AMENDED AND RESTATED ST. LOUIS NFL LEASE CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES
"CVC"

THE REGIONAL CONVENTION AND VISITORS COMMISSION By:

Its:
"SLNFL" ST. LOUIS NFL CORPORATION By:

Its:
"RAMS" THE LOS ANGELES RAMS FOOTBALL COMPANY, INC. By: I

FRKL037A.WP

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IN WITNESS WHEREOF, the RAMS, CVC and SLNFL have executed this Amended and Restated ST. LOUIS NFL Lease, as of the day of the year first above written: THIS AMENDED AND RESTATED ST. LOUIS NFL LEASE CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES
"CVC"

THE REGIONAL CONVENTION AND VISITORS COMMISSION

"SLNFL" ST. LOUIS NFL CORPORATION

By:

Its

"RAMS" THE LOS ANGELES RAMS FOOTBALL COMPANY, INC. By:

Its :

FRKL037A-WP 55

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ANNEX 1--FACILITIES STATUS, MANAGEMENT, MAINTENANCE AND REPAIR--TO AMENDED LEASE

THIS ANNEX 1--FACILITIES STATUS, MANAGEMENT, MAINTENANCE AND REPAIR--TO AMENDED LEASE (the "Annex 1") is entered into as of this 17th day of January, 1995 (the "Annex Date"), by and among THE LOS ANGELES RAMS FOOTBALL COMPANY, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the "RAMS"), THE REGIONAL CONVENTION AND VISITORS COMMISSION, a/k/a St. Louis Convention and Visitors Commission, a public body corporate and politic of the State of Missouri (hereinafter referred to as "CVC"), THE REGIONAL CONVENTION AND SPORTS COMPLEX AUTHORITY, a public body corporate and politic of the State of MiSsouri (the "Authority") as , to Articles 1, 2, 4 and 5 hereof, and St. LOUIS NFL CORPORATION, a corporation organized and existing under the laws of the State of Missouri (hereinafter referred to as "SLNFL") with respect to that certain ST. LOUIS NFL LEASE (the "Lease") entered into as of the 28th day of August, 1991, by and between CVC and SLNFL, as amended and restated as of the date hereof (the "Amended Lease").
RECITALS

WHEREAS, this Annex 1 is an integral part of, and incorporated into, the Amended Liase and is to be read and interpreted in an integrated manner with the Amended Lease and the other Annexes to the Amended Lease of even date; WHEREAS, the Authority is executing this Annex 1 and agreeing to be bound by certain of the terms and conditions of this Annex 1, as part of the execution and delivery of the Amended Lease by the parties thereto and of the Annexes to the Amended Lease of even date; WHEREAS, the Authority, CVC, SLNFL and the RAMS intend that the Facilities remain a First Class and a First Tier facility for the exhibition of NFL Games during the entire term of the Amended Lease as hereinafter set forth; and WHEREAS, the RAMS would not enter into the Assignment, the Amended Lease, the Relocation Agreement or relocate to-St. Louis in the absence of the execution and delivery of this Lnnex 1 by each of the Authority, CVC and SLNFL. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants of the parties contained

herein, and in order to induce the RAMS to enter into the

Assignment, the Amended Lease and the Relocation Agreement,
HY1V1AOA58.WP 55913 1/16/ 95 4: 28 pm .08

the Authority (as to Articles 1, 2, 4 and 5 hereof), CVC, SLNFL and the RAMS hereby agree as follows: ARTICLE 1 GENERAL PROVISIONS

1.1

Certain Definitions.

1.1.1 "Component" means each and every one of the following facilities, equipment and/or services at the Facilities, including facilities appurtenant and related thereto, with respect to both quality and quantity: (a) the Box Suites, Suite Concourses and related amenities (exclusive of the quantity of such Box Suites beyond the currently scheduled amount plus the area around the northern end zone); (b) the Club Seats, Club Lounge, Club Concourses and related amenities (exclusive of the quantity of such club seating beyond the currently scheduled amount plus the convertible club seats); (c) stadium seating (exclusive of the quantity of such seating); (d) stadium and Playing Field lighting and sound and communication systems; (e) stadium scoreboards, computer systems, video boards, video systems and other communications media (whether presently known or unknown); (f) advertising infra-structure in, on and around the Facilities, including Exterior Marquees as defined in Annex 2; (g) concession facilities and equipment and service and preparation areas; (h) common areas, entrances, lavatories (including without limitation concourses other than the Suite and Club level concourses, hallway lighting, first aid stations, and related event patron amenities), public safety, fire alarm and protection areas,. and security services, signage, facilities and equipment; (i) Facilities support equipment (including without limitation turnstiles, maintenance equipment), Facilities vertical transportation (including without limitation event patron elevators, service elevators, VIP elevators, escalators, ramps, etc.), mechanical, electrical, plumbing, HVAC and related equipment and systems;
HYMA0A58.WP 55913 1/16/95 4:28pm.08

(j) NFL Franchise football-related team facilities (including without limitation locker rooms, coaches rooms, training rooms); (k) 3.4.1; (1) electronics, telecommunications and computer systems, box offices and ticket printing and taking equipment, ticket accounting and control systems; (m) the physical structure of the Facilities; (n) . Facilities Management (as hereinafter defined in Section 3.1.1) of the Facilities, including without limitation, NFL Game Date preparation and NFL Game Date services and personnel; and

the Playing Field as defined in Section

(o) Maintenance of the Facilities. 1.1.2 RAMS Store. That certain retail outlet leased to the RAMS pursuant to that certain RAMS Store Lease identified in the Relocation Agreement. 1.2. Defined Teims. All capitalized terms, if defined in the Amended Lease (including the recitals thereto) or any Prior Lease, shall have the meaning therein given unless the context herein requires a different or other meaning. 1.3. Standards of Performance. 1.3.1 First Tier Standard. The Facilities, taken as a whole, and each Component of the Facilities, respectively taken as a whole, are to be "First Tier" on March 1, 2005 and March 1, 2015. To be "First Tier" at those dates, the Facilities, taken as a whole, and each Component of the Facilities, respectively taken as a whole, must be among the "top" twenty-five percent (25%) of all NFL football stadia and NFL football facilities, if such NFL football stadia and facilities were to be rated or ranked according to the matter sought to be measured. It is acknowledged and agreed by the parties hereto that to meet this First Tier standard at such times may require upgrades, alterations, additions and improvements,_ including without limitation additional construction to the Facilities, any or all of the Components -and any or all part(s) thereof. - It is also acknowledged and agreed that the determination of whether or not this First Tier standard has been met shall not include a comparison to an item in such stadia if such item is generally provided for in the stadia by NFL franchisees at the sole cost and expense of the NFL franchisees. It is further acknowledged and agreed that, notwithstanding the foregoing in this Section 1.3.1, a grass field need not be installed if having a grass field
HYMA0A58.WP 55913 1/16/95 4:28pm.08 3

would be materially adverse to CVC. Furthermore, the determination of First Tier shall be made based on the assumption, whether in fact or not, that those services which are the responsibility of the RAMS, such as certain concessions, meet the First Tier Standard. The parties agree to meet on or about March 1, 2003 and March 1, 2013, to discuss the extent to which the Facilities and each of the Components are then anticipated to meet or not to meet the First Tier standard. Such meeting and discussion shall not be binding on, or an admission of, any of the parties, or admissible for any purpose. 1.3.2 First Class Standard. In addition to the First Tier standard required to be met as provided in Section 1.3.1, the Facilities and every part thereof, including without limitation each Component, are 'to be constructed, operated, Maintained (as hereinafter defined in Section 3.1.4) and Repaired (as hereinafter defined in Section 3.1.3) to a First Class standard. For this purpose, "First Class" means first class, a superior or excellent standard, with the parties making particular reference to the manner in which Busch Stadium in St. Louis has been Maintained and Repaired in 1993 and 1994 as an example of what they mean by first class (the parties acknowledge and agree that First Class Maintenance and Repair of the Facilities may differ in some respects from the manner in which Busch Stadium has been Maintained and Repaired because the Facilities (other than surrounding green space, advertising marquees and appurtenances) are enclosed and Busch Stadium is not). 1.4. Arbitration. Any controversy, dispute or claim between or among any of the parties hereto related to this Annex 1, including without limitation, any claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Annex (including any determination of whether the "First Tier" or "First Class" standards provided in Sections 1.3.1 and 1.3.2 have been met) shall be settled by arbitration as set forth in Section 25 of the Amended Lease. 1.5. Priorities. 1.5.1 Conflicts. In the event of a conflict between the terms and conditions of this Annex 1 and the terms and conditions of one or more of the Amended Lease or any of its other Annexes as to the subject matter hereof, the terms and conditions of this Annex 1 shall control. 1.5.2 The Authority. The Authority represents and warrants to the RAMS that the performance of the terms and conditions of this Annex 1 will not breach any of the Prior Leases or the Cooperative Agreement.

HYIVIA0A58.WP 55913 1/16/95 4:28pm.08

1.5.3 The CVC. The CVC represents and warrants to the RAMS that the performance of the terms and conditions of this Annex 1 will not breach any of the Amended and Restated Convention Center Lease, the Cooperative Agreement or the Financing Agreement. 1.6. Captions and Headings. The captions and headings used throughout this Annex are for convenience of reference only, and the words contained therein shall not be deemed to affect the meaning of any provision or the scope or intent of this Annex, nor in any way affect this Annex. 1.7 Assignment. This Annex 1 shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto; provided, however, any right or obligation hereunder may be assigned by either the' RAMS, on the one hand, or any of the other parties hereto, on the other hand, only as provided in the Amended Lease and only in conjunction with an assignment of the rights and obligations of such party in the Amended Lease.
ARTICLE 2 OBLIGATIONS CONCERNING FACILITIES CONSTRUCTION

2.1. RAMS' Involvement in Facilities Construction. It is understood that as the principal tenant and user of the Facilities other than CVC (and such other tenants or occupits as CVC may allow to use the Facilities in accordance with the Amended Lease), the RAMS have a substantial and continuing interest in the design, construction and development of the Facilities. From and after the date hereof, the Authority shall keep each of CVC and the RAMS and CVC shall keep the RAMS informed of all material decisions regarding (a) the design, construction and/or development of the Facilities in accordance with that certain St. Louis Downtown Convention and Stadium Facility Project Manual (the "Project Manual") and those matters evidenced in the designs, plans and specifications set forth in Exhibit 2.1 to this Annex 1 and hereby agreed to by the Authority, CVC and the RAMS in connection with execution and delivery of the Amended Lease, which Exhibit 2.1 is marked and identified by the parties and - delivered concurrently herewith (which designs, plans and specifications contain the requirements for improvements to be -- constructed by the Authority at its cost and which improvements are material to the RAMS, including without limitation improvements relative to advertising opportunities, box suites, the possible conversion of club seats, storage space, locker rooms, conference rooms, ticketing facilities, concessions facilities, and finishes to the Facilities) prior to the RAMS Facilities Delivery Date ("Initial Construction") (the Authority, CVC and the RAMS hereby agreeing that the matters described in Exhibit 2.1 shall be completed, subject
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to Section 22 of the Amended Lease and subject to punch-list items as permitted under Section 5 of the Amended Lease, prior to the RAMS Facilities Delivery Date); (b) all changes, additions, alterations, modifications or improvements of the Facilities, including determining the specification of, and changes to, all or any portion of the Facilities design, scopes, construction and/or development as set forth in the Project Manual and presented to the RAMS in connection with the execution and delivery of the Amended Lease, prior to the RAMS Facilities Delivery Date ("Predelivery Modifications"); and (c) the design, construction and/or development of all additions, alterations, modifications or improvements of the Facilities after the RAMS Facilities Delivery Date (including any restoration or replacement of the Facilities or the construction of substitute Facilities if such work is required by the Amended Lease or this Annex 1 as a result of a casualty), (collectively, "Additional Construction"). As used herein, "Facilities Construction" means Initial Construction, Predelivery Modifications and Additional Construction, collectively. The following requirements shall apply to Facilities Construction. 2.1.1 Approval of Plans, Specifications, Modifications and Construction: Reports. From and after the date hereof, all plans, designs and specifications for any Predelivery Modifications or Additional Construction, and any and all changes to any of the foregoing which are reasonably likely to materially adversely affect the RAMS' use or enjoyment of the Facilities or any part thereof, including without limitation any of the Components, functionally or economically, shall be subject to the prior concurrence of the RAMS as provided . in Section 2.1.2 and 2.1.3 hereof. The RAMS shall have the right to participate in all phases of the design process, and shall have the right to review and concur with all design, deVelopment and construction documents, for any Predelivery Modifications and Additional Construction (including architectural programs, schematic designs, plans, specifications, renderings, and models) which is reasonably likely to materially adversely affect the RAMS' use or enjoyment of the Facilities or any part thereof, including without limitation any of the Components, functionally or economically. The Authority and CVC shall provide the RAMS with copies of any periodic progress reports furnished to the Authority or CVC by the architect and/or construction manager in connection' with all Facilities Construction, and shall give the RAMS an opportunity to review and copy, at all reasonable times and upon reasonable prior notice, all architectural programs, schematic designs, plans, specifications, renderings, or models prepared by the architect regarding such Facilities Construction. 2.1.2 RAMS' Concurrence Procedures. In all instances requiring the concurrence of the RAMS, the RAMS shall not withhold its concurrence unreasonably. The RAMS
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also shall not withhold its concurrence in any instance if doing so would be tantamount to withdrawing or negating a prior concurrence or with respect to changes prior to the RAMS Facilities Delivery Date which are consistent with currently existing designed improvements in the Facilities or any Component or part thereof. 2.1.3 Time Requirements for RAMS' Concurrences. In all instances requiring decisions by or the concurrence of the RAMS, the RAMS shell make such decisions or give or withhold such concurrences promptly and diligently, in writing to CVC or the Authority, as the case may be, in order to attempt to avoid any delay or increasing costs in Facilities Construction or in the design or construction of improvements of the Facilities. Prior to commencing the schematic or design development phase of any Predelivery Modifications or Additional Construction which may adversely affect the RAMS' use or enjoyment of the Facilities or any part thereof, including without limitation any of the Components, functionally or economically, (or any other design or construction affecting other improvements of the Facilities which requires any decisions by or concurrences from the RAMS as provided in this Annex 1, the Project Agreement, the Cooperative Agreement or the Amended Lease), the Authority, CVC and the RAMS shall use their respective best efforts to agree, in writing, on the timetables and deadlines that shall apply to the Authority's and the CVC's requests for such decisions and concurrences and the RAMS' responses to such requests. If the parties fail to agree timely, the Authority may proceed in a fashion which is consistent with the scheduled completion of the Facilities. 2.1.4 Construction Contract(s). Subject to any restrictions imposed by law, from and after the date hereof, the RAMS shall be entitled to review, upon request, copies of all contracts entered into by the Authority or CVC for the design, construction or development of any Facilities Construction. Such contract(s) shall be in compliance with applicable law, consistent with the Authority's existing guidelines for the issuance of contracts and with the terms and conditions of this Annex 1 and the Amended Lease, and shall require the 'Authority's and/or CVC's contractor(s) to complete the Facilities Construction in conformity with, and without any material deviation from, the final plans for such Facilities Construction as agreed upon by the Authority and CVC with the concurrence of the RAMS. Such contract(s) shall require such contractor(s), in the event of a material deviation, to remedy or remove the deviation promptly and completely to the reasonable satisfaction of the Authority, CVC and the RAMS. 2.1.5 Construction Manager; Contractors. CVC's selection of a project or construction manager for Additional Construction shall be subject to prior consultation with the
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RAMS. The RAMS shall be entitled to participate in such selection process to the same extent as provided in Section 2.1.6. CVC shall select the general contractors for any Additional Construction in accordance with its selection process, subject to Section 2.1.6. Subject to any restrictions imposed by law (and so long as such provision would not violate any privilege in connection with potential or threatened litigation), the Authority and CVC shall provide the RAMS with access, at all reasonable times and upon reasonable notice, to any and all notices, reports, or other written communications that the Authority or CVC submits to or receives from its contractor(s) in respect of all Facilities Construction. 2.1.6 Bidding. Subject to any restrictions imposed by law (and so long as such provision would not violate any privilege in connection with potential or threatened litigation), if requested by the RAMS, -the Authority and CVC shall keep the RAMS informed regarding the status of the bids and proposals invited by or submitted to the Authority or CVC for any Predelivery Modifications or Additional Construction, including all bids or proposals regarding the selection of the general contractors. Upon request, but subject to the right of the Authority to conduct closed executive sessions (but subject to any restrictions imposed by law), the RAMS shall be entitled: (a) to review all scopes of work, specifications, bid invitations and requests for proposals; (b) to attend all pre-bid or pre-proposal conferences; (c) to be present at all bid openings; (d) to review all bids and proposals submitted to the Authority or CVC; and (e) to consult with the Authority and CVC regarding such bids and proposals before the Authority or CVC awards the contract. 2.1.7 Meetings. Subject to any restrictions imposed by law (and so long as the RAMS' attendance would not violate any privilege in connection with potential or threatened litigation), if requested by the RAMS, the RAMS shall be entitled to attend all scheduled meetings attended by the Authority and/or CVC, the architect, the construction manager, and the contractors. To the extent that minutes of such meetings are taken, minutes shall be made available to the RAMS (whether or not the RAMS attends any such meetings) by the Authority and CVC within a reasonable time after such meetings. 2.1.8 Reports. Subject to any restrictions imposed by law (and so long as such provision would not violate any -privilege in connection with potential or threatened litigation), in connection with all Facilities Construction, the Authority and CVC shall provide the RAMS with access at all reasonable times upon reasonable prior notice to: (a) the projected construction schedules or other similar documents; (b) the minutes of all progress meetings between the Authority and/or CVC and/or the general contractor that are prepared by
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the architect or construction manager in accordance with its agreements with the Authority and/or CVC; (c) all certificates of payment issued by the architect regarding contractor requisitions for payment; and (d) all other reports and schedules relating to the progress of the Facilities Construction which are customarily prepared and delivered to the Authority and/or CVC by the architect, the construction manager, or the general contractors. The RAMS shall have the right to copy any of the foregoing at the RAMS' request. 2.1.9 RAMS Project Representative. The RAMS shall designate a project representative of the RAMS (the "RAMS Project Representative") who shall be responsible for coordinating and facilitating all communications with the Authority and CVC regarding any matters set forth in this Section 2.1 and who shall have the authority to make prompt binding decisions. In order to avoid delay, the RAMS shall endeavor to have the RAMS Project Representative located in St. Louis. 2.1.10 RAMS' Consultants. The RAMS shall be entitled to retain, at. its cost and expense, one or more design consultants, architects, engineers, planners, construction managers, or other consultants ("RAMS' Consultants") to assist the RAMS in evaluating plans and specifications and all other aspects of any Initial Construction and proposed plans and specifications and all other aspects of any Predelivery Modifications or Additional Construction. If requested by the RAMS, the RAMS' Consultants as well as employees, agents, licensees or invitees of the RAMS designated by the RAMS shall be entitled to attend all scheduled meetings referred to in Section 2.1.7 pertaining to the design and completion of Facilities Construction and, so long as their presence does not materially interfere with construction, work or completion of the Facilities, shall be entitled to be on-site, at their cost and expense, at all times during the actual completion of the Facilities Construction. The RAMS shall require the RAMS' Consultants and any other persons on-site on behalf of the RAMS to comply with all federal, state and local laws, rules and regulations affecting construction, and with all safety precautions and procedures of the Authority or any of its contractors which are uniformly applicable to presence at the construction site. The RAMS will submit a site safety plan for its on-site representatives in accordance with the requirements of the _construction contract. The RAMS and RAMS' Consultants shall be entitled to inspect the progress of construction at all reasonable times prior to its completion, so long as such inspections do not materially interfere with the construction, work or progress of construction. The RAMS' Consultants shall not be responsible for any construction means, methods, sequences or procedures or for safety precautions and programs and shall not be responsible for any contractor's failure to carry out work in accordance with their contract(s). In
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connection with the right of entry and inspection prior to September 1, 1995 granted to the RAMS and the RAMS Consultants by this Section 2.1.10, the RAMS and its agents, employees, contractors and representatives shall not do or omit to do anything which could cause injury to or death of persons or loss of or damage to property, including all or any portion of the Facilities or any equipment, fixtures, trade fixtures, machinery, furniture or any other personal property of whatever kind or nature connected therewith, in connection with, or as a result of any such entry to all or any portion of the Facilities and shall, if they damage any of the foregoing, promptly and diligently fix such damage at the sole cost and expense of the RAMS.

2.1.11 Matters Related to the Completion of Initial Construction; Post-Opening Items. Subject to Section 22 of the Amended Lease, the Authority and CVC shall cause the Facilities to be completed and ready for the public exhibition of an NFL Game, and the RAMS Facilities Delivery Date to occur, on or before 12:00 noon October 21, 1995. Thereafter, the Authority and/or CVC shall cause to be completed (a) all contractors' punch list items required to be completed under the Authority's and CVC's construction contracts with such contractors concerning the Initial Construction and Predelivery Modifications, and (b) other work identified and agreed upon by the Authority, CVC and the RAMS as necessary for the functioning of the Facilities and its systems, which shall be completed either pursuant to the Authority's and/or CVC's construction contracts or through other arrangements by the Authority and/or CVC (collectively, the "Post-Opening Items"). The Authority and CVC shall cause the completion of the Post-Opening Items as soon as reasonably practicable following the first NFL Game of the NFL football season at the Facilities in the fall of 1995 in accordance with a completion schedule to be developed by the Authority and CVC and the Authority's and/or CVC's construction manager with the concurrence of the RAMS. The Authority and CVC shall cause the completion of all Post-Opening Items using funds budgeted by the Authority and/or CVC for the construction of the Facilities. 2.1.12 Additional Sionage. The Authority and CVC shall cause additional informational and/or directional signage to be installed or erected at the Facilities, the number, design, location and content of which shall be subject to the mutual determination of the Authority, CVC and the RAMS. Such signage shall direct patrons to and from the Facilities, to seats, concessions, comfort stations and all other areas and amenities within the Facilities, and inform them of any special hazards or safety instructions (such as those pertaining to the proper use of the Facilities escalators). In addition, the Authority and CVC shall solicit and consider the views of the RAMS, which views will be promptly given by the RAMS, regarding the type, size, location
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and content of infoimational and directional signage that is installed or erected within the remainder of the Facilities and use their best efforts to coordinate with the RAMS on the principal traffic routes leading to the Facilities (to the extent the Authority and CVC have any input in such matters). Signage on the Facilities shall provide patrons with directions and information regarding the location of all facilities within the Facilities as well as the RAMS Store. The Authority, CVC and the RAMS shall cooperate with each other and with applicable City, State and federal agencies in reviewing and planning all directional signage that is erected and installed on City, State or federal property in or surrounding the Facilities, including the roads leading to and from the Facilities and all major access routes to the Facilities. 2.1.13 Inspections and Reports. Subject to any restrictions imposed by law, the Authority and CVC shall make available to the RAMS, at its request, all punch lists, written contractor warranties and related documents, and any record drawings showing the completion of or significant changes made during the Initial Construction and/or Predelivery Modifications which may be furnished to the Authority and/or CVC by the architect and/or construction manager, or which CVC may receive in connection with any Additional Construction; the RAMS shall be entitled to copy such materials for its own use. In addition, the RAMS and the RAMS' Consultants shall be entitled to attend any warranty inspections of the Initial Construction and of any Predelivery Modifications, conducted by the architect and/or construction manager and the Authority and/or CVC (or any similar inspections conducted with respect to Additional Construction). Subject to any restrictions imposed by law, the Authority and CVC shall provide the RAMS with copies, upon request, of any written advice or recommendations made by the Architect and/or construction manager regarding any evidence of faulty materials or workmanship used in connection with the construction or completion of the Facilities or the completion of any Additional Construction. The Authority and CVC shall be responsible for remedying or causing to be remedied any such defects in material or workmanship.

2.1.14 Construction or Development of Additional Facilities. Additional facilities designed, constructed or developed on the Facilities ("Additional Facilities Construction") shall not be planned, constructed (including without limitation the construction process) or developed in a manner which is reasonably likely to: (a) materially adversely affect the RAMS' use or enjoyment of the Facilities or any part thereof, including without limitation any of the Components, functionally or economically or (b) cause the Facilities or any Component to no longer be First Class at any time (other than during such construction). The Authority and CVC shall keep the RAMS informed of all proposed plans and
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specifications for the design, construction or development of such additional facilities, in order to give the RAMS an early opportunity as soon as practicable to notify the Authority and CVC if a particular facility, its design or intended use, or the schedule or arrangements for that facility's construction or development, may materially adversely affect the RAMS' functional or economic use or enjoyment of the Facilities or any part thereof, including without limitation any of the Components, functionally or economically, or detract from the First Class nature of the Facilities or any CoMponent. 2.1.15 Facilities Construction. All Facilities Construction and Additional Facilities Construction shall be planned, constructed and developed so as to: (a) minimize (i) inconvenience to event patrons of NFL Games, RAMS Events and CVC Events, (ii) diminution in seating capacity (other than by virtue of the conversion to club seats described in Section 4.1 hereof) and interference with the RAMS' or CVC's use or enjoyment of the Facilities or any part thereof, including without limitation any of the Components, functionally or economically, and (b) preserve the First Class nature of the Facilities and each part thereof, including without limitation each of the Components. ARTICLE 3 MAINTENANCE, REPAIRS, OPERATIONS 3.1. Definitions. As used in this Article 3 and elsewhere in this Annex 1, the terms listed below shall have the following meanings: 3.1.1 Facilities Management. "Facilities Management" means the planning, supervision and conduct of the day-to-day operations and management of the Facilities on a year-round basis, including without limitation the provision of (or arrangements for third parties to provide) all personnel, supplies, equipment and services necessary and desirable for: (a) Maintenance and Repairs at the Facilities; (b) security at the Facilities; and (c) public exhibition of NFL Games and Football-Related Events. "Facilities Management" shall not include any of the RAMS' responsibilities under this Article 3 and actions required for the Facilities to meet the First Tier standard at March 1, 2005 and March 1, 2015. 3:1.2 Physical Obsolescence. "Physical Obsolescence" and "Physically Obsolete" means any part of the Facilities, including without limitation any physical structure, fixture, appurtenance, machinery, equipment, furniture, component, system facility, surface or any other component of the Facilities which has become dysfunctional (whether in whole or in part) due to ordinary wear and tear. (For purposes of this Section 3.1.2, an observable surface
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shall be deemed dysfunctional if such surface or its finish has deteriorated to a degree that cannot be remedied through Maintenance.) 3.1.3 Repairs. "Repair" or "Repairs" means any and all work (whether or not "major" as used in Section 3.1.5) (including all labor, supplies, materials and equipment) reasonably necessary to repair, restore, or replace any part of the Facilities, including without limitation any physical structure, fixture, appurtenance, machinery, equipment, furniture, component, system, carpet, surface or any other component of the Facilities or any of the Components in order to keep such items in good working order and to keep such items, in a First Class condition, including without limitation repairs because of (a) any material defects in design, construction or installation which, if not repaired, would create a threat to health or safety of the public or any employee of the RAMS or a material interference with the playing or public exhibition of NFL Games, Football-Related Events, and other RAMS Events or with the RAMS' day-to-day business operations; (b) Physical Obsolescence (including replacement necessitated by the repeated breakdown of a component despite successive efforts to repair or restore it short of such replacement); (c) damage or destruction, including any damage or destruction resulting from the acts or omissions of the RAMS or CVC or third parties (including lessee and licensees (including event patrons)) or their respective agents, employees, contractors or subcontractors or the business invitees (including event patrons) of the RAMS or CVC or third parties; (d) requirements initiated and imposed prospectively by the NFL which require that changes or improvements be made to the Facilities in order for the Facilities to meet the requirements of the NFL (the RAMS having the responsibility promptly to provide CVC with copies of the documents which set forth the requirement for such changes and improvements); (e) modifications required by City, County, State or federal laws or regulations, including without limitation, accommodations required to be made to the Facilities under the Americans with Disabilities Act, and (f) any schedules for repairs or replacements on the basis of a periodic facility inspection or life cycle standards which are necessary to preserve in a then First Class manner (as the context requires) the physical integrity, value, utility, use and marketability to users and potential users of the Facilities for the public exhibition of NFL Games. 3.1.4 Maintenance. "Maintain" and "Maintenance" means any and all work (including all labor, supplies, materials and equipment) reasonably necessary for the cleaning and routine upkeep of any part of the Facilities (other than the RAMS Store), including without limitation any physical structure, fixture, appurtenance, machinery, equipment, furniture, component, system, surface or any other component of the Facilities or any of the Components in order to keep
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such items in good working order and in a First Class condition. By way of illustration, and without limiting the generality of the foregoing, Maintenance shall include: (a) preventive or periodic maintenance procedures for equipment, fixtures or systems; (b) periodic testing of building. systems, such as mechanical, card-key security, fire alarm and public address systems; (c) ongoing cleaning and trash removal; (d) regular maintenance procedures for HVAC, plumbing, mechanical, public address, computer, video, communications and other media, electrical and structural systems, such as periodic cleaning, lubrication, and changing of air filters; (e) touch-up painting; (f) cleaning and trash removal prior to, during and following all Pre-Game Dates and Game Dates, other RAMS Events and CVC Events utilizing the Facilities; (g) carpet cleaning; and (h) any other work of a routine, regular and generally predictable nature that is reasonably necessary in order to keep the Facilities and each part thereof, including without limitation any of the Components, in good working order and in a First Class condition. 3.2. CVC's Obligations. 3.2.1 General Obligations. CVC shall be responsible to provide for all Facilities Management in a First Class manner at all times, whether through its own personnel or through a third-party management company (as provided in Section 3.2.11), at the sole risk, cost and expense of CVC. The parties intend that the responsibilities of CVC extend to the entire Facilities, except as specifically excluded herein or in the Amended Lease or any of the other Annexes thereto, and specifically herein or therein allocated to another person. In case of doubt as to the person responsible for Maintenance or Repair of the Facilities, the responsibility shall be that of CVC. In particular, subject to the CVC's rights of reimbursement set forth in Section 3.2.7 of this Annex 1 and in the Amended Lease, CVC shall be responsible for timely furnishing, at its sole risk, cost and expense, all Facilities personnel, equipment, supplies and services, and all personnel, equipment, supplies and services necessary, appropriate and prudent for the preparation of the Facilities and each part thereof for a Pre-Game Date and NFL Game Date or other RAMS Event, and for the conduct of an NFL Game or Football--Related Event, except as specifically provided in Section 3.3.5. CVC shall, at its sole risk, cost and expense, Repair (or cause others to Repair), subject to the exclusive source of funds payment limitation provided in -- Section 4.3, the Facilities and each part thereof, including without limitation all of the Components and shall Maintain (or cause others to Maintain) the Facilities and each part thereof, including without limitation all of the Components. CVC's Facilities Management obligations shall not extend to or include any Maintenance or Repair (which is the RAMS' sole responsibility as provided in Section 3.3.5) of the personal property owned, or leased by the RAMS from persons other than
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CVC and installed in the RAMS Reserved Facilities (other than the box suites and. related club areas); CVC's obligations with respect to Maintenance or Repair of concessions areas are more particularly described in Annex 3. CVC shall obtain or provide, at its sole risk, cost and expense, all labor, services, materials, supplies and equipment needed to perform all Facilities Management for and in the Facilities, subject to the exclusive source of funds payment limitation provided in Section 4.3 as to Preservation Costs. Subject to loss of services beyond the control of CVC, and subject to CVC's rights of reimbursement set forth in Section 3.2.7 of this Annex and in the Amended Lease, CVC also shall provide, at its sole risk, cost and expense, utility services to the Facilities (including the RAMS Reserved Facilities and the Unreserved Facilities), including electricity, water (hot and cold), gas, availability of telephone Service (the RAMS being responsible for the service costs Of such telephone service in the RAMS Reserved Facilities--other than on NFL Game Dates when service costs of all telephone service (other than service for event patrons) is a shared expense of the RAMS and CVC as provided in Section 3.2.7--and CVC being responsible for all switching equipment and wiring to the service jacks with respect thereto), and heating and cooling for comfortable occupancy. 3.2.2 Standards of Maintenance and Repair. CVC shall Maintain and Repair the Facilities and each part thereof, including without limitation each Component, in a First Class manner. 3.2.3 Cleaning and Trash Removal. As part of its Facilities Management responsibilities, CVC shall provide First Class ongoing cleaning and trash removal services (except to the extent the RAMS provides evidence to CVC in writing from time to time satisfactory to CVC that such services are provided in the concessions facilities by the concessionaire under the concession agreements), including but not limited to Pre-Game Dates and NFL Game Dates and during all NFL Games and Football-Related Events, and shall provide Maintenance (including cleaning and trash removal) of the Facilities and each part thereof after and at regular intervals during RAMS Events and CVC Events. 3.2.4 Stand-by Maintenance Crews. During RAMS Events, CVC's responsibilities for Facilities Management shall .-include providing an experienced and qualified stand-by maintenance crew or crews for the purpose of providing necessary emergency Maintenance or Repairs as would be the case in operating the Facilities in a First Class manner, including without limitation crews for (a) mechanical, electrical and plumbing systems and equipment at the Facilities which directly affect the public's safe access to or use of the Facilities; (b) the Facilities's elevators and escalators; (c) the Facilities' communications, video and
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other media systems; (d) the Playing Field and locker rooms and (e) the stadium scoreboards. Other than crews for elevators and escalators (which shall be on call), such standby maintenance crews shall be on-site at the Facilities for a reasonable period prior to, for the duration of, and a reasonable period following each NFL Game and Football-Related Event using the stadium seating of the Facilities, and, to the extent appropriate, for each other RAMS Event. 3.2.5 Conduct of Repairs and Maintenance. CVC shall cause all Maintenance and Repairs required to be performed by CVC under this Article 3 to be performed promptly and diligently, and in compliance with all applicable laws, regulations and codes. CVC shall plan, schedule and conduct such Maintenance and Repairs so as to prevent or at least minimize: (a) inconvenience to patrons'of NFL Games and Football-Related Events, (b) any reduction in seating capacity at the Facilities and (c) interference with the RAMS' (or event patrons') use or enjoyment of the Facilities or any part thereof, including without limitation any of the Components, functionally or economically. 3.2.6 Preparation for RAMS Events. CVC shall take all actions necessary or prudent, at CVC's sole risk, cost and expense, to prepare the Unreserved Facilities and the RAMS Reserved Facilities, and each part thereof, for each NFL Game and, to the extent appropriate, for each other RAMS Event and to deliver for each NFL Game the Unreserved Facilities and the RAMS Reserved Facilities in a game-ready, First Class condition by 12:00 noon on each Pre-Game Date and a. reasonable period prior to each other RAMS Event. 3.2.7
NFL Game Date Operations and Expenses.

(a) During NFL Games, CVC shall Maintain, Repair and operate, at CVC's sole risk, cost and expense to a First Class standard the Facilities and each Component as herein provided, as well, as in accordance with those standards of general applicability to NFL franchise holders established by the NFL pursuant to NFL policies, standards, customs, guidelines and practices applicable to NFL Games which are provided by the RAMS to CVC. The RAMS shall notify CVC as soon as practicable of any change in such NFL policies, standards, customs, guidelines and practices and CVC shall comply as soon as practicable. In particular enumeration of _the responsibilities of CVC in respect of NFL Games, CVC shall be responsible for timely furnishing all Facilities personnel, equipment, supplies and services, and all personnel, equipment, supplies and services for the preparation of the Facilities for an NFL Game, and for the conduct of an NFL Game, other than as provided in Section 3.3.5. Said personnel to be provided by CVC shall include, by way of example and not limitation, technical personnel (for the public address systems, lighting, HVAC and scoreboard and televised coverage
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systems of the Facilities (but not television cameramen) and for radio and television broadcasts), ticket takers, ushers, field personnel, janitorial and cleaning personnel required by Section 3.2.3, security personnel, stand-by maintenance crews required by Section 3.2.4, and all other personnel customarily utilized or available for NFL Games and in numbers reasonably sufficient to handle the number of anticipated event patrons. In addition to engaging security personnel, CVC shall make, or require the professional management company engaged pursuant to Section 3.2.10, to make appropriate arrangements for City police and private emergency medical personnel for each NFL Game Date and, to the extent appropriate, for each RAMS Event. The City has informed CVC and the RAMS that it is currently the general custom and practice of the City to provide traffic police for professional athletic events held in the City at no charge. (b) Notwithstanding the foregoing, the RAMS shall pay to CVC, within thirty days following each NFL Game Date, one-half of the actual incremental costs and expenses which are described on Exhibit 3.2.7 hereto of CVC in operating the Facilities for the NFL Game, including pre-NFL Game and postNFL Game activities reasonably related to the playing of the NFL Game. Such reimbursable costs and expenses of the CVC shall not include (1) any cost and expenses in preparing the Facilities for the NFL Game or (ii) costs and expenses for utilities (except telephone service), in respect of an allocation of G & A, for insurance or in respect of casualty. The RAMS shall have the right to require reasonable additional or different NFL Game Date operations or services than those tendered or provided by the CVC in accordance with this Section 3.2.7. If CVC believes the RAMS are requiring any unreasonable operations or services in respect of an NFL Game, CVC shall nonetheless accede to the RAMS instructions; provided, however, the CVC shall have the final decision on matters concerning health and safety of event patrons, employees and licensees, including crowd control. CVC shall be entitled to arbitrate the reasonableness of the RAMS instructions and, if the RAMS are ultimately determined in such arbitration to have required any unreasonable operations or services of the CVC, the RAMS shall reimburse the CVC for the cost of such unreasonable operations or services. (c) At least two months prior to the commencement of each NFL season of NFL Games, the CVC and the RAMS shall develop a comprehensive set of operations, preparation, staffing and safety procedures with respect to preparation of the Facilities for NFL Games and operations respecting NFL Games. The RAMS shall have final approval on all matters with respect to such procedures, except that the CVC shall have the final approval on matters concerning health and safety of event patrons, employees and licensees, including crowd control.
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3.2.8 Personnel. During RAMS Events, the RAMS shall have the right to request the removal from public contact in the Facilities of any employee of CVC, any professional management company engaged pursuant to Section 3.2.10 or other third party if, in the reasonable judgment of the RAMS, such employee is discourteous to patrons or disrupts the smooth operation of, or patron satisfaction with, the Facilities during such RAMS Events (so long as such removal is not in violation of any laws). CVC shall immediately take such action as is necessary to abate the problem. 3.2.9 Reports and Manuals. If CVC knows of or discovers any material defects in, damage to, or deterioration of the physical structure, fixtures, appurtenances, machinery, equipment, furniture, components, systems, surfaces or any other components of the Facilities which are used or operated by the RAMS, or.which are used by the public during attendance at RAMS Events, CVC shall notify the RAMS of such conditions (and may do so verbally if written notice is not practicable (with a follow-up in writing). CVC shall also promptly inform the RAMS, in writing, of any substantial dangers or hazards discovered by CVC (or reported to CVC by its agents or other parties) at the Facilities which are not immediately remedied. CVC 's obligation in the previous sentence shall not be deemed an assumption by CVC of any responsibility to identify, discover Repair or Maintain any condition which is the responsibility of the Rams under Section 3.3 hereof. Upon request by the RAMS, CVC shall make available to the RAMS all written materials regarding CVC's Maintenance, Repair and security procedures, as well as all existing performance, maintenance and repair manuals and Maintenance schedules for the physical structure, fixtures, appurtenances, machinery, equipment, furniture, components, systems, surfaces or any other component or any Component of the Facilities. 3.2.10 Professional Management Company. CVC may elect to engage. the services of a professional management company to provide Facilities Management, but such engagement of a third party management company shall not in any manner reduce or eliminate the obligations of CVC hereunder. In the event CVC determines to engage such a management company (or a successor to the management company), CVC must select a management company from a list of nationally recognized highquality management companies mutually agreed upon (and updated from time to time) by CVC and the RAMS. Subject to any restrictions imposed by law, CVC shall permit the RAMS to participate in the preparation of requests for proposals, and in the evaluation, interviewing and selection of all candidates for such position, and in the review and negotiation of any management contract, and the RAMS shall be consulted with respect to those provisions of such agreement which concern or affect the requirements in connection with
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Pre-Game Dates, NFL Game Dates, NFL Games, Football-Related Events, other RAMS Events and the RAMS Reserved Facilities. 3.2.11 Facilities Coordinator. CVC shall have a "Facilities Coordinator" with senior authority on-site at the Facilities at least four hours prior to the commencement of, during the entirety of and at least two hours following each NFL Game, a reasonable period prior to, during and after each other RAMS Events, as well as for at least two hours after the RAMS take possession of the Unreserved Facilities on any PreGame Date. 3.3. RAMS' Obligations. 3.3.1 General Obligations. The RAMS shall be responsible, at their sole risk, cost and expense, for: (a) any Maintenance or Repair of the personal property fixtures and trade fixtures owned, or leased by the RAMS from persons other than CVC, (except for Repairs of such property necessitated by the wrongful or negligent acts of CVC or its officers, members, elected and appointed officials, or their employees, agents, contractors and subcontractors or their business invitees, which shall be the responsibility of CVC) and installed in the RAMS Reserved Facilities (other than the box suites and related club areas); and (b) any Maintenance of the RAMS Store. Except as otherwise specifically provided in this Article 3, the RAMS shall not be responsible for any other Maintenance, or for any Repairs, with respect to the RAMS Reserved Facilities or any other part of the Facilities or the CVC Site, except Maintenance of the RAMS Store. Unless subsequently agreed in writing between CVC and the RAMS, the RAMS shall have no responsibility or liability for Facilities Management. The RAMS and CVC shall mutually agree upon and comply with reasonable building rules and regulations and changes thereto which do not adversely affect the functional or economic use of the Facilities by either. 3.3.2 Repairing Damage Caused by RAMS. The RAMS shall be responsible for the uninsured cost of any Repair of any part of the Facilities that is damaged as a result of the negligence or wrongful acts of the RAMS or its lessees or licensees (other than event patrons), or their respective agents, employees, contractors, or subcontractors or their business invitees (other than event patrons). Except as provided in this Section 3.3.2, the RAMS shall not be obligated to Repair or pay for the cost of Repairing any damage, such as damage caused by licensees, invitees or event patrons of the RAMS or CVC or other third parties (which shall be the responsibility of CVC), or to make any Repairs necessitated by design, mechanical, electrical or structural defects in the Facilities. The RAMS shall, at its election on each occasion, enforce all of its contracts with event patrons respecting damage caused by them to the Facilities including
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any environmental "damage" or assign the right to do so to CVC. 3.3.3 Personnel and Supplies. The RAMS shall provide (or make arrangements with third parties to provide) at its sole risk, cost and expense all labor, services, materials, supplies and equipment needed to perform its obligations under this Article 3.

3.3.4 RAMS. Facilities Coordinator. The RAMS shall, at its sole risk, cost and expense, appoint a "RAMS Facilities Coordinator" who shall advise and consult with CVC regarding Facilities Management, including matters relevant to the preparations for and conduct of NFL Games. The RAMS Facilities Coordinator shall provide liaison services between CVC (including the Facilities Coordinator appointed by CVC pursuant to Section 3.2.11 hereof) and 'any professional management company for the Facilities engaged pursuant to Section 3.2.11 on one hand and the RAMS, the NFL and visiting NFL teams on the other. CVC agrees to provide the RAMS Facilities Coordinator, at any reasonable time and at his request, with the opportunity to monitor all operations pertaining to the performance of CVC's obligations for Facilities Management as described in this Article 3 and to lend guidance to CVC and its employees and agents in respect thereof in order to insure the compliance of the Facilities and NFL Game operations with, and to enable the RAMS to meet its obligations under, applicable NFL regulations and NFL franchise requirements. 3.3.5 Football Operations. The RAMS shall be responsible for providing, at its sole risk, cost and expense all personnel and supplies and materials customarily provided by the NFL franchisee for the playing of NFL Games by an NFL franchise and for Football-Related Events and for the RAMS' day-to-day business operations, and for hiring and compensating all such personnel needed for such football operations. The personnel usually and customarily provided by the NFL franchisee are NFL Game officials, linesmen, coaches, players, equipment managers, trainers, announcers, broadcasters, bands, cheerleaders, press and public relations personnel and other similar personnel usually and customarily provided by the NFL franchisee. During NFL Games, Pre-Game Dates and, subject to the restrictions on use of the Facilities for other RAMS Events set forth in the Amended Lease, for other RAMS Events, the RAMS shall have the sole and _ exclusive right to (a) permit event patrons or accredited officials (such as press, radio, cable and television personnel) access to the Facilities or any part thereof for the purpose of attending, viewing or chronicling such NFL Games or other RAMS Events, including the right to prevent persons not presenting a valid admissions ticket or pass issued by the RAMS from entering all or any part of the Facilities, and, consistent with the rules and regulations for
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the Facilities mutually agreed upon, to set all rules for governing their behavior and (b) set all rules and regulations relative to photographing, taping, filming, rebroadcasting or otherwise duplicating all or any part of an NFL Game or other RAMS Event. The RAMS shall give CVC such credentials as are necessary to perform CVC's obligations under the Amended Lease and/or any of the Annexes thereto. 3.3.6 Notice to CVC. The RAMS shall promptly notify CVC (verbally, if written notice is not practicable (followed by written notice)) whenever the RAMS know of or discover any material defects in, damage to, or destruction of any part of the Facilities, the Components or their respective equipment, systems or components, or any dangers or hazards at the Facilities. The RAMS' obligation under this Section 3.3.6 to notify CVC of such conditions shall,not be deemed an assumption by the RAMS of any responsibility or liability to identify or discover such conditions or to perform any Repairs or Maintenance which are CVC's obligation under this Annex 1 and the Lease. 3.4. Playing Field Maintenance and Repairs. 3.4.1 Playing Field. As used in this Article 3, "Playing Field" shall mean the playing area where the NFL Games are played, including the goal posts, the protective screen behind each end zone, end zone (and other wall) padding, the team benches and the surrounding area for the team personnel and the press and radio and TV broadcast personnel. 3.4.2 Authority's and CVC's Obligations. The Authority for (3.4.2(a)) and CVC for (3.4.2(b), (c) and (d)) shall be responsible, at their sole risk, cost and expense, for: (a) the Initial Construction of the Playing Field (in accordance with the specifications attached hereto as Exhibit 3.4.2); (b) Maintaining and Repairing the Playing Field in a First Class condition, including insignia and line markers and tears in the Playing Field, and, at the dates required, making the Playing Field meet a First Tier standard; (c) marking the Playing Field with insignia and designs reasonably specified by the RAMS for an NFL Game or Football-Related Event; and (d) modifying all or any part of the Playing Field to conform to recommendations or requirements of the NFL for the playing of NFL Games when and as required (provided CVC has been provided adequate time to comply with the request). 3.5. Utilities. Subject to the rights for reimbursement set forth in Section 3.2.7 of this Annex 1 and in the Amended Lease, CVC shall bear the cost of all utilities consumed in the Facilities (such as electricity, water (hot and cold), gas, steam and heating and cooling) for comfortable occupancy (but excluding telephone service which, on NFL Game Dates (other than service for event patrons), shall be a shared
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expense in respect of NFL Games under Section 3.2.7 hereof). If there is any interruption in utility services delivered to the Facilities not caused by CVC or its agents, employees, contractors, or subcontractors, CVC shall not be responsible for such interruptions, but shall use its best efforts (not including the payment of unreasonably high fees or costs, or other unreasonable requirements, after taking account of the situation) to actively arrange with the appropriate providers of such utilities for the prompt and complete restoration of such service. In addition, if and to the extent that CVC has any cause of action for damages or any other remedy under Missouri law against the providers of utilities for losses caused by the interruptions in utility service or for the wrongful termination of utility services to the Facilities, CVC shall, if the RAMS sustains such losses and so request, diligently pursue such causes of action or other remedies at the RAMS cost, or alternatively, assign CVC's right to pursue such cause of action or other remedies to the RAMS. Notwithstanding the foregoing, CVC shall provide, Maintain, Repair and. regularly test the Facilities's emergency electrical, Public Address and other utility back-up systems in case such systems are needed in order to obtain lighting or other services during NFL Games and Football-Related Events.

3.6. Management, Maintenance, Repair and Security Procedures. Ninety days prior to the first NFL Game Date of each NFL football season and every month during each football season (or more often at the reasonable request of either party), representatives of CVC and the RAMS shall meet to: (a) review CVC's Maintenance, Repair and security procedures; (b) ensure proper scheduling of Maintenance and Repairs; (c) plan for the proper scheduled Maintenance of the Playing Field; (d) mutually deteimine staffing requirements and (e) review compliance with the requirements of this Article 3, At such meetings, CVC and the RAMS shall each identify the need for, and shall cooperate with each other in the planning of the Maintenance or Repair of any part of the Facilities, including without limitation any physical structure, fixture, appurtenance, machinery, equipment, furniture, component, system, surface or any other component or any of the Components of the Facilities. At such meetings, the RAMS shall identify any part of the Facilities which, in the RAMS' reasonable judgment, is falling into disrepair or is not being Maintained in a First Class condition, except that the RAMS' attendance and participation at such meetings (including any _failure to identify a component-needing Maintenance or Repair) shall not be deemed to be an assumption by the RAMS of any responsibility or liability for Repairs or Maintenance, and shall in no way relieve CVC of its obligations under this Article 3.

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ARTICLE 4 OTHER MATTERS

4.1 Conversion of Stadium to Club Seats. The RAMS may deteimine after the 1999 football season that it is in the best interests of the RAMS that the areas of the Facilities marked on Exhibit 4.1 to this Annex 1 shall be converted from regular stadium seating to club seats. In such event the RAMS shall notify the CVC. Unless such conversion is necessary to meet the First Tier Standard at March 1, 2005 and/or March 1, 2015 (and it is recognized that it may be necessary to do so), in which case CVC shall bear the responsibility), the RAMS shall pay for the build-out of such club seats and related access ways to the Box Suite concourse at its cost and expense, to be completed promptly after such notice as Additional Construction under Artidle 2 of this Annex 1. Upon completion of such club seats, the converted club seats shall remain Unreserved Facilities as defined in the Amended Lease. 4.2 Emergency Expenditures. In the event that the Facilities suffer unanticipated damage or casualty, the CVC shall immediately assess the damage and notify the RAMS and the Authority of the extent of the damage, an estimated cost to repair and whether or not there will be insurance proceeds readily available, to pay for the Repair. In the event that insurance coverage is not present or not readily available to pay for the Repair, CVC shall promptly seek to have the cost of such repair made as an Emergency Expenditure from the Preservation Fund as provided in Exhibit A of the Operating Lease. 4.3 Limitation on Certain Expenditures. The cost of certain of the obligations of CVC under the Amended Lease and this Annex 1 may be "Preservation Costs" (as defined in the Financing Agreement). The exclusive source of funds of the payment of such obligations shall be (a) the Preservation Fund (as defined in the Financing Agreement, (b) the RAMS' rights of offset and abatement'and (c) insurance proceedsand/or proceeds received from any other third party who is liable for damage to the Facilities. The limitation to exclusive source of funds for such CVC obligations in the preceding sentence does not and shall not in any manner excuse or prevent CVC from being in default of its obligations under the Amended Lease and this Annex 1, even though the RAMS would have no other source of recovery of monetary damages for failure of the CVC to perform solely on account of such limitation to exclusive source of funds. For example, and not by way of limitation, if a Repair in the amount of $1,000,000 is required to satisfy the applicable First Class standard, the CVC shall not be required to make such Repair if the $1,000,000 is not available in the Preservation Fund or received from one of the sources set forth in Section 4.3(c) above. Nevertheless, CVC shall be in breach of its obligation
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to Repair to a First Class standard under this Annex 1; the RAMS may, but shall not be obligated to, offset $1,000,000 of amounts payable to the CVC under the Amended Lease (after deducting any prior offsets of amounts payable) and to cause such Repair to be made. As is more particularly set forth in Section 16(e)(ii) of the Amended Lease, in the event the reasonably determined cost to Maintain or Repair to a First Class standard, as applicable, will be greater than or equal to 80% of the reasonably projected dollar amount of the RAMS' remaining obligations (after prior offsets, if any, applicable to such period) to CVC under the Amended Lease for the twelve month period following the date of the RAMS' written notice to Repair or Maintain, the RAMS may cause the term of the Amended Lease to be a year-to-year term or terminate the Amended Lease.

4.4. Alterations by the RAMS. 4.4.1 Alterations to RAMS Reserved Facilities. The RAMS shall have the right from time-to-time to make such additions, alterations, modifications and improvements at the RAMS' cost and expense to the RAMS Reserved Facilities as the Rams shall desire, subject to the Prior Leases (collectively, "Alterations"). All such Alterations shall be performed by the RAMS (free of liens or claims for labor or materials) by employees of RAMS or pursuant to construction contracts providing adequate builder's risk insurance and shall be completed in accordance with all applicable legal requirements (including the procurement of any required governmental peLLtits). Notwithstanding the foregoing, the RAMS shall obtain CVC's prior approval (which shall not be withheld unreasonably) of any Alterations that is reasonably likely to materially adversely affect the structural or aesthetic integrity of the Facilities or its mechanical, HVAC, electrical or plumbing systems or if it would materially increase CVC's Maintenance obligations. Prior to making any Alterations, the RAMS shall give CVC a reasonable opportunity to review all plans and specifications, and the scheduling requirements, for all construction of such Alterations. CVC's approval of such plans and specifications for Alterations shall not constitute any assumption by CVC of any responsibility for their accuracy or sufficiency, which shall be the sole responsibility of the RAMS. All Alterations shall be completed in the manner described in Section 2.1.15 hereof. 4.4.2 Alterations to Unreserved Facilities. The RAMS shall not make any Alterations that are non-removable, whether interior or exterior, structural or non-structural, to any part of the Unreserved Facilities without CVC's prior written consent (which may be withheld for any reason). Removable Alterations to the Unreserved Facilities may not be made without the CVC's prior written consent (which may not be unreasonably withheld).
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4.4.3 Title to Alterations. All Alterations made by the RAMS in accordance with this Section 4.4 (and with the prior written approval of CVC, if such approval is required by this Section 4.4) constituting fixtures, shall be considered the property of the RAMS for purposes of this Annex 1 or the Amended Lease and shall remain upon the premises for the duration of the term of the Amended Lease. Upon the teLmination or expiration of the Amended Lease for any reason, all such Alterations which remain upon the premises shall be deemed to be part of the Facilities.

4.4.4 Restaurant. The RAMS are entitled to build and operate at the RAMS' cost, a full-service, year-round restaurant on the RAMS Reserved Facilities and to retain all of the revenues therefrom. If the RAMS build and operate such a restaurant, the RAMS shall maintain and repair the restaurant and pay to CVC other incremental costs of operation of the Facilities resulting from the restaurant, including all utility charges and insurance relative to the restaurant. The RAMS must submit all plans and specifications for such restaurant to CVC for approval for the purpose of ensuring the building and operation of the restaurant does not materially or permanently damage the Facilities, which consent shall not be unreasonably withheld. The operation of such restaurant shall be subject to the reasonable scheduling requirements respecting CVC and RAMS Events. 4.5.
Fire or Other Casualty.

4.5.1 Insurance. During the team of the Amended Lease, the Authority shall provide insurance of the type and amounts specified in Sections 5.4 and 5.5 of the Financing Agreement, naming the.RAMS as additional insureds. To the extent such insurance is not procured by the Authority, CVC shall provide such insurance as well as the insurance set forth in Exhibit 12 to the Amended Lease and cause the RAMS to be named as additional insureds (to the extent possible) without charge or expense to the RAMS. The Authority and/or CVC shall provide to the RAMS no later than June 15 of each year an insurance certificate to the effect that such required insurance is in force for the next twelve months. 4.5.2 CVC's Obligation to Repair and Restore. If, after the date hereof, the Facilities are damaged or destroyed in whole or in part by fire or other casualty, the Authority and CVC, in accordance with their respective responsibilities, _shall cause-the prompt and expeditious Repair, replacement or reconstruction of the affected Facilities, subject to delays in adjusting the insurance loss. 4.5.3 Parties' Options to Terminate Amended Lease. Notwithstanding any other provision of this Section 4.5 or the Amended Lease, the RAMS may elect to terminate the Amended Lease upon sixty (60) days' prior written notice to CVC if the
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Facilities have not been Repaired, reconstructed or otherwise restored so as to enable the RAMS to play NFL Games in the Facilities as soon as practicable and in any event within three (3) years after the occurrence of complete destruction from any fire or other casualty and as soon as practicable and in any event within 18 months after the occurrence of partial destruction from any fire or other casualty, in each case subject to delays in adjusting the insurance loss. If the RAMS elect to terminate this Annex 1 or the Amended Lease as provided in this Section 4.5.3, then upon the expiration of the 60-day notice period, the Amended Lease shall have no further force and effect, subject to any rights or obligations of either party which arose prior to such termination. Notwithstanding any other provision of this Section 4.5, if the Facilities are substantially destroyed as a result of any fire or other casualty, the Authority may, if permitted by Section 6.3 of the Cooperative Agreement, in lieu of replacing or restoring the Facilities, elect to terminate the Amended Lease upon thirty . (30) days' prior written notice to the RAMS. (The Authority shall make such election in a timely fashion, as soon as reasonably practicable under the prevailing circumstances.) If the Authority provides such notice to the RAMS, the Amended Lease shall be of no further force and effect, subject to any rights or obligations of either par -`-i which arose prior to such termination. In the event of any termination under this Section 4.5.3, CVC shall cause all remaining obligations of the RAMS under Paragraph 29 of the Anaheim Lease (as defined in the Amended Lease) to be irrevocably defeased and cause the defeasance of all remaining obligations of the RAMS respecting the Anaheim Lease as provided in Section 26 of the Amended Lease. Upon any termination of the Amended Lease by the RAMS pursuant to the provisions of Section 16 of the Amended Lease, CVC shall be deemed to have assigned to the RAMS whatever rights it may have under the Operating Lease to recover by way of a refund any rent or additional rent prepaid by the RAMS and properly allocable on a pro-rata basis to any NFL Game Date occurring after the effective date of the termination of the Amended Lease. Except as otherwise provided in this Section 4.5 or in the Amended Lease, the Amended Lease shall not terminate as a result of any damage or destruction of the Facilities. 4.5.4 Other Location for Playing NFL Games. If the RAMS cannot play NFL Games at the Facilities as a result of damage to or destruction of the Facilities by fire or other casualty, or as a result of any other cause beyond the RAMS' control, the Authority and/or CVC shall use their respective best efforts (excluding any monetary commitment) to seek a temporary location for the RAMS to play such NFL Games, in Missouri if a suitable location in Missouri is available, until the Facilities are repaired or rebuilt or the condition that prevents the playing of NFL Games is otherwise remedied or removed. Until the RAMS are able to reoccupy the Facilities under the terms of the Amended Lease, the CVC shall
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pay to the RAMS: (a) the difference in the rent for the alternative facility and the rent payable for the Facilities under the Amended Lease and (b) the RAMS' lost net income resulting from the differences in occupying the alternative facilities instead of the Facilities. Upon the repair or reconstruction of the Facilities (or removal or remedying of any other condition), the RAMS shall again be required to play NFL Games at the Facilities in accordance with the Amended Lease. If necessary to secure such temporary location, the RAMS shall have the right to commit to play their NFL Games at such temporary location for a fixed period that exceeds the period of time needed to repair or rebuild the Facilities, so long as such commitment does not go beyond the last day of the NFL football season in which the repair or restoration of the Facilities (or removal of any other condition) has been completed or sooner if permitted under the agreement for the c temporary location and if there is no cost or expense to the RAMS in doing so. Upon commencement of the first full NFL football season following such completion, the RAMS shall return to the Facilities, and both parties shall comply with all of the terms and conditions of this Annex 1 and the Amended Lease to the same extent as if such fire or other casualty had not occurred. 4.6. Environmental Hazards. 4.6.1 Definitions. (a) Environmental Laws. As used in this Annex 1 or the Amended Lease, "Environmental Laws" shall mean any currently existing or subsequently enacted federal, state or local statute, law, code, rule, regulation, ordinance, order, standard, permit, license or requirement (including consent decrees, judicial decisions, and administrative orders), and all related amendments, implementing regulations and reauthorizations, which pertain to the preservation, conservation or regulation of the environment. Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation - and Liability Act, 42 U.S.C. 9601 et sec. ("CERCLA"), the Resource Conservation and Recovery Act, 42 U.S.C. ... 6901 et seq. ("RCRA"), the Toxic Substances Control Act, 15 U.S.C. 2601 et seq., the Clean Air Act, 42 U.S.C. 7401 et seq., and the Clean Water Act, 33 U.S.C. 1251 et seq. (b) Hazardous Material. As used in this Annex 1 or the Amended Lease, "Hazardous Material" means (i) any chemical, material, waste, pollutant, contaminant or other substance of any kind which is prohibited, restricted, or otherwise regulated in any way (whether as to use, exposure, release, generation, manufacture, sale, transport, handling, storage, treatment, reuse, presence, disposal or recycling) by the Environmental Laws, (ii) any radioactive material, including any source, special nuclear or by-product
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material as defined at 42 U.S.C. 2011 et seq. and any amendments to or reauthorizations for such statute; (iii) asbestos-containing materials in any form or condition; and (iv) polychlorinated biphenyls. (c) Environmental Hazard. "Environmental Hazard" means any use, exposure, release, generation, manufacture, storage, treatment, transportation or disposal of Hazardous Material on, within, or from the Facilities or the CVC Site. CVC's Responsibilities. As between the RAMS (and any officer, director, partner or employee of the RAMS and any officer, director or employee of a partner) on the one hand and CVC on the other hand, CVC shall be solely responsible, at its own risk, cost and expense, for the identification, management, control, containment, abatement, clean-up, removal and prevention of any Environmental Hazard. CVC shall bear all costs and expenses associated with the identification, management; control, containment, abatement, clean-up, removal and prevention of such Environmental Hazards (other than those caused by the RAMS or those caused by an invitee, licensee or tenant of the RAMS--other than event patrons (which term includes box and club seat lessees)--pursuant to directions of the RAMS and not directions of CVC), which shall not constitute or be fuhded as Preservation Costs for purposes of this Article IV. 4.6.3 RAMS' Responsibilities. The RAMS shall comply with all Environmental Laws in connection with their use and occupancy of the Facilities. As between CVC (and any officer, director, partner or employee of CVC) on the one hand and the RAMS on the other hand, the RAMS shall be solely responsible, at its own risk, cost and expense, for the identification, management, control, containment, abatement, clean-up, removal and prevention of any Environmental Hazard caused solely by the RAMS, or those caused solely by any of its agents, employees, licensees or contractors (other than event patrons) pursuant to directions of the RAMS and not directions of CVC. 4.7 Additional Commissary Facilities. Commencing no later than July 1, 1997, if additional commissary facilities are reasonably necessary, CVC will construct, at its sole cost and expense, additional commissary facilities. Such construction shall be completed as Additional Construction, in accordance with the procedures applicable to Additional -Construction, as soon as reasonably practicable. 4.8 No Smoking. The Authority, CVC and the RAMS agree that no smoking shall be allowed in the Facilities. 4.9 Sole Source Contracts. CVC and the Authority shall consult with the RAMS prior to entering into any "sole source"
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contracts and, with respect to any such contracts which are not health, safety or mechanical system-related and which relate to the RAMS use or enjoyment of the Facilities, or any part thereof, including without limitation any Component, functionally or economically must obtain the RAMS prior written approval before entering into such contracts, which approval shall not be unreasonably withheld.
ARTICLE 5 GENERAL PROVISIONS

5.1 Rights and Remedies. Section 15, Section 16 and Section 25 of the Amended Lease govern the rights and remedies of the parties hereto respecting the failure of any party hereto to perform any of its obligations hereunder and of the failure of the Facilities, taken as a whole, or any of the Components, respectively taken as a whole, to be First Tier at either March 1, 2005 or March 1, 2015. Those sections of the Amended Lease are hereby incorporated herein by reference. With respect to the Authority, Section 16 of the Amended Lease, when incorporated herein, is to be read as if the Authority were named as is CVC. 5.2 Termination of the Relocation Agreement or the Amended Lease. Termination of the Relocation Agreement or the Amended Lease shall cause a termination of this Annex 1 in accordance with the terms applicable to termination. 5.3 Authority and CVC. Neither the Authority nor CVC is responsible for duties of the other.

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IN WITNESS WHEREOF, the Authority (as to Articles 1, 2, 4 and 5) CVC, SLNFL and the RAMS have each executed this ANNEX 1--FACILITIES STATUS, MAN AGEMENT, MAINTENANCE AND REPAIR--TO AMENDED LEASE as of the day and year first above written: THIS ANNEX 1 CONTAINS BINDING ARBITRATION PROVISIONS WHICH MAY BE ENFORCED BY THE PARTIES "Authority" THE REGIONAL CONVENTION AND SPORTS COMPLEX AUTHORITY By: Its: CVC" THE REGIONAL CONVENTION AND VISITORS COMMISSION By: Its: "SLNFL" ST. LOUIS NFL CORPORATION By: Its: "RAMS" THE LOS ANGELES RAMS FOOTBALL COMPANY, INC.

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IN WITNESS WHEREOF, the Authority (as to Articles 1, 2, 4 and 5) CVC, SLNFL and the RAMS have each executed this ANNEX 1--FACILITIES STATUS, MAN AGEMENT, MAINTENANCE AND REPAIR--TO AMENDED LEASE as of the day and year first above
written:

THIS ANNEX 1 CONTAINS BINDING ARBITRATION PROVISIONS WHICH BE ENFORCED BY THE PARTIES

"Authority" THE REGIONAL CONVENTION AND SPORTS COMPLEX AUTHORITY By: Its: "CVC" THE REGIONAL CONVENTION AND VISITORS COMMISSION By: Its: "SLNFL" ST. LOUIS NFL CORPORATION By: Its:
"RAMS" THE LOS ANGELES RAMS FOOTBALL COMPANY, INC.
By:

Its:

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IN WITNESS WHEREOF, the Authority (as to Articles 1, 2, 4 and 5) CVC, SLNFL and the RAMS have each executed this ANNEX 1--FACILITIES STATUS, MAN AGEMENT, MAINTENANCE AND REPAIR--TO AMENDED LEASE as of the day and year first above written: THIS ANNEX 1 CONTAINS BINDING ARBITRATION PROVISIONS WHICH MAY BE ENFORCED BY THE PARTIES "Authority" THE REGIONAL CONVENTION AND SPORTS COMPLEX AUTHORITY By: Its: "CVC" THE REGIONAL CONVENTION AND VISITORS COMMISSION By: Its: "SLNFL" ST. LOUIS NFL CORPORATION By: Its: "RAMS" THE LOS ANGELES RAMS FOOTBALL COMPANY, INC. By: Its:

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AMENDMENT TO ANNEX 1

THIS AMENDMENT TO ANNEX 1 (the "Annex 1 Amendment") to ANNEX 1 FACILITIES STATUS, MANAGEMENT, MAINTENANCE AND REPAIR TO AMENDED LEASE (the "Annex I") to that certain AMENDED AND RESTATED ST. LOUIS NFL LEASE dated as of the 5th day of January 1995 (the "Amended Lease") is entered into as of this 4th day ofJune, 2004 (the "Amendment Date"), by and among THE ST. LOUIS RAMS PARTNERSHIP, a general partnership organized and existing under the laws of the State of Delaware and successor to THE RAMS FOOTBALL COMPANY, INC, (f/k/a THE LOS ANGELES RAMS FOOTBALL COMPANY, INC.), a corporation organized and existing under the laws of the State of Delaware, (hereinafter referred to as the "RAMS"), THE REGIONAL CONVENTION AND VISITORS COMMISSION, a/k/a St. Louis Convention and Visitors Commission, a public body corporate and politic of the State of Missouri (hereinafter referred to as "CVC"), and THE REGIONAL CONVENTION AND SPORTS COMPLEX AUTHORITY, a public body corporate and politic of the State of Missouri (the "Authority).

RECITALS
WHEREAS, Annex 1 is an integral part of, and incorporated into, the Amended Lease and is to be read and interpreted in an integrated manner with the Amended Lease and the other Annexes to the Amended Lease; WHEREAS, pursuant to Section 28 of the Amended Lease ST. LOUIS NFL CORPORATION, a corporation organized and existing under the laws of the State of Missouri has no further rights or obligations with respect to the Amended Lease, including Annex I and the other Annexes to the Amended Lease; WHEREAS, the Authority, CVC and the RAMS (i) intend that the Facilities remain a First Tier facility for the exhibition of NFL Games during the entire term of the Amended Lease as set forth in Section 1.3 of Annex 1 and (ii) in connection with the first measuring date of July 31, 2005 for the First Tier standard (which date was changed by the parties from the March I, 2005 measuring date originally set forth in the Annex 1), desire to make the amendments reflected herein so that (a) the RAMS can provide additional input to the CVC as to the improvements that the RAMS believe are necessary for the Facilities and the Components thereof to meet the . First Tier standard on July 31, 2005 and (b) the CVC will have additional time to complete improvements to the Facilities and certain Components thereof, but otherwise do not intend to change the provisions of Annex 1, including the provisions thereof governing the determination and compliance with the First Tier standard on March 31, 2015; and WHEREAS, the Authority, CVC and the RAMS desire by this Annex 1 Amendment for the 2005 First Tier determination date to bifurcate such First Tier measuring date so that (i) July 31, 2005 remains the date with reference to which the determination of the First Tier standard for measuring and comparing the Facilities and the Components thereof against other NFL stadia will be made, (ii) July 31, 2005 remains the compliance date for

determining whether the Four Initial Elements (as hereinafter defined) in fact meet such First Tier standard, (iii) but July 31, 2007 becomes the compliance date by which the balance of the improvements to the Facilities and the Components thereof, other than the Four Initial Elements, must be completed to determine compliance of the Facilities and the remaining ComPonents thereof with the First Tier standard set forth in Section 1.3.1 of Annex I. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants of the parties contained herein, the Authority, CVC and the RAMS hereby agree as follows: 1. Certain Definitions:

"First Tier Measuring Date" means July 31, 2005, the reference date (A) for the First Tier standard for measuring and comparing the Facilities and the Components thereof against other NFL stadia. "Four Initial Elements" means each and every one of the following (B) facilities, equipment and/or services at the Facilities, including facilities appurtenant and related thereto, with respect to both quality and quantity at the Facilities: the Box Suites, Suite Concourses and related amenities (a) (exclusive of the quantity of such Box Suites beyond the currently existing amount) (the "Suite Element"), provided that to the extent that Section 1.3.1 of Annex 1 requires any First Tier improvements or modifications to the concession facilities and equipment and service and preparation areas related to the Suite Element, those improvements or modifications shall also be completed as part of the Four Initial Elements; the Club Seats, Club Lounge, Club Concourses and related (b) amenities (exclusive of the quantity of such club seating beyond the currently existing amount) (the "Club Element"), provided that to the extent that Section 1,3.1 of Annex 1 requires any First Tier improvements or modifications to the concession facilities and equipment and service and preparation areas related to the Club Element, those improvements or modifications shall also be completed as part of the Four Initial Elements; (c) stadium and Playing Field lighting and sound and communication systems (the "Communications Systems"); and (d) "Playing Field"). "Remaining Components" means (subject to the reservation of (C) rights in Section 3 below) each of the Components as defined in Annex 1 (including without limitation (i) with respect to the quantity of the Box Suites as it relates the area around the undeveloped northern end zone on the suite level and (ii) the convertible club seats) other than the Four Initial Elements. (D) Other Defined Terms. All capitalized tenus not otherwise defined herein, if defined in the Amended Lease (including the recitals thereto) or any of the
n

the Playing Field as defined in Section 3.4.1 of Annex 1 (the

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Annexes thereto, shall have the meaning therein given unless the context herein requires a different or other meaning. 2005 First Tier Standard. The parties agree that the amendments to Section 2. 1.3.1 of Annex 1 set forth below shall apply only to the first of the two "First Tier" requirements set forth in that Section. First Tier Standard. The parties hereby agree that the first two (A) sentences of Section 1.3.1 of the Annex shall be replaced with the following four sentences: The Facilities (except as provided below with respect to the Four Initial Elements), taken as a whole, and each of the Remaining Components of the Facilities, respectively taken as a whole, shall be "First Tier" on July 31, 2007. The determination of whether the Facilities, taken as a whole, and each of the Components of the Facilities, respectively taken as a whole, are "First Tier" shall be made with reference to the First Tier Measuring Date. To be "First Tier" at July 31, 2007, the Facilities (except as provided below with respect to the Four Initial Elements), taken as a whole, and each of the Remaining Components of the Facilities, respectively taken as a whole, must be among the "top" twenty-five percent (25%) of all NFL football stadia and NFL football facilities, if such NFL football stadia and facilities were to be rated or ranked on the First Tier Measuring Date according to the matter sought to be measured. Notwithstanding the foregoing, the Four Initial Elements, taken as a whole, and each of the Suite Element, the Club Element, the Playing Field and the Communications Systems, respectively taken as a whole, must on July 31, 2005, be among the "top" twenty-five percent (25%) of all NFL football stadia and NFL football facilities, if such NFL football stadia and facilities were to be rated or ranked on the First Tier Measuring Date according to the matter sought to be measured. (B) Meetings and Exchanges of Plans and Proposals. Section 1.3.1 of the Annex shall be amended to add the following language at the end of said section: In accordance with Section 1.3.1 of Annex 1, the parties from time to time have met, and continue to meet, to discuss the extent to which the Facilities and each of the Components, including the Four Initial Elements, are anticipated to meet or not to meet the First Tier standard at the First Tier Measuring Date. In this connection, the RAMS shall use their best efforts to provide to the CVC by September 1, 2004, a complete list of all improvements other than the Four Initial Elements that the RAMS would deem necessary for the Facilities and the Remaining Components to meet the First Tier standard on the First Tier Measuring Date. The CVC shall promptly prepare design plans for any of the improvements to the Facilities and the Remaining Components contained on the RAMS' list that the CVC deems necessary to meet the First Tier standard as of the First Tier Measuring Date, with the completion of such improvements to be July 31, 2007. The CVC promptly shall submit those design plans for the RAMS' concurrence on those design plans in accordance with Section 2.1.1 of this Annex 1. If

the CVC does not accept all of the items for improvements to the Facilities and the Remaining Components on the RAMS' list, then concurrence by the RAMS with any such design plans submitted by the CVC will not cause the RAMS to be bound by the CVC's determination of the changes from the RAMS' list to be implemented by the CVC. Consequently, the RAMS will be free to disagree with the CVC's conclusions about which changes from the RAMS' list are necessary to cause the Facilities taken as a whole, and each of the Remaining Components, respectively taken as a whole, to meet the First Tier standard on July 31, 2007 as measured against the First Tier standard determined with reference to the First Tier Measuring Date. Moreover, any such disagreement by the RAMS, including the RAMS' failure to concur on any design plans submitted to it, shall not prevent the CVC from proceeding at the CVC's own risk with the construction of the subject improvements as deemed necessary by the CVC in order for the Facilities and the Remaining Components to meet the First Tier standard. As previously set forth herein, such meetings and discussions respecting the First Tier standard and improvements to meet the First Tier standard, exchanges of documents, proposals, plans, and other materials, including the submission by the RAMS of its list of all other improvements the RAMS would deem necessary for the Facilities and the Remaining Components to meet the First Tier standard on the First Tier Measuring Date, as well as the responses of the CVC thereto, shall not be binding on, or an admission of, any of the parties, or admissible for any purpose except to the extent that the parties mutually agree in a formal written document to (i) accept improvements within the Four Initial Elements, (ii) accept any such proposal from the RAMS' list or the response of the CVC to such list or (iii) the scope and extent of any particular First Tier improvement. 3.

Reservation of Rights. The following reservations of rights apply:

(A) RAMS agree to forego any consideration for the 2005 First Tier determination (but without concession on the issue by any party for the First Tier measuring date in 2015) of an increase in the size of the Facilities as measured by the aggregate interior gross square footage (the "Facilities Size"). Nothing in this Amendment to Annex 1 is intended to change, enlarge or diminish the obligations of the parties or the interpretation of the First Tier standard with respect to such matter. For avoidance of doubt, the CVC disagrees that the Facilities Size is a First Tier item and it is the CVC's position that Annex 1 and the Amended Lease do not require consideration of the Facilities Size as a First Tier improvement. (B) The RAMS reserve all rights with respect to the construction of a kitchen and/or commissary that the RAMS believe is reasonably necessary for suite and club level service. Nothing in this Amendment to Annex 1 shall affect the position of the RAMS that this improvement is part of the CVC's obligations under Section 4.7 of Annex 1, as well as a First Tier standard matter included within the Remaining Components, or any contrary position of the CVC. Nothing in this Amendment to Annex 1 is intended to change, enlarge or diminish the obligations of the parties or the interpretation of the First Tier standard with respect to such matter. For avoidance of doubt, nothing in this Amendment to Annex 1 shall
I (110 .1 -11

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affect the positions of CVC that: (i) Section 4.7 of Annex 1 allows the RAMS to request additional commissary facilities for food storage and distribution, if reasonably necessary, but does not allow the RAMS to request a full-scale kitchen and (ii) a kitchen is not required to meet the First Tier standard, either as part of the Four Initial Elements or the Remaining Components. The RAMS reserve all rights with respect to alternative potential (C) improvements to the unimproved northern end zone area on the suite level, in addition to improvements consisting of additional Box Suites and related amenities, as part of the Remaining Components. Nothing in this Amendment to Annex I shall affect the position of the RAMS that such improvements are the CVC's obligations under the First Tier standard. Nothing in this Amendment to Annex 1 is intended to change, enlarge or diminish the obligations of the parties or the interpretation of the First Tier standard with respect to such matter. For avoidance of doubt, the CVC disagrees that the First Tier standard requires improvements to such northern end zone area, as part of the Remaining Components, other than a connecting hallway through such northern end zone area from the east side of the Facilities to the west side and, to the extent required by the First Tier standard as part of the Remaining Components, (i) additional Box Suites 'and related amenities, and/or (ii) additional press box facilities and related amenities to the extent such northern end zone is not completely used under clause (i) for the construction of additional Box Suites as part of the Remaining Components. The RAMS reserve all rights to object to any Remaining (D) Components consisting of improvements or modifications to concession facilities and equipment and service and preparation areas to the extent that any such improvements or modifications negate compliance with the First Tier standard of improvements or modifications completed in accordance with such First Tier standard as of the First Tier Measuring Date as part of the Suite Element and the Club Element, respectively, in connection with the Four Initial Elements. The CVC reserves the right to contend that any such improvements or modifications in question do not negate improvements or modifications completed as part of the Four Initial Elements in accordance with the First Tier standard as of the First Tier Measuring Date. Nothing in this Amendment to Annex I is intended to change, enlarge or diminish the obligations of the parties or the interpretation of the First Tier standard with respect to such matter. 4. Scope of Armex 1 Amendment.

2015 First Tier Measuring Date. The parties further acknowledge that (A) pursuant to Section 1.3.1 of Annex 1, the Facilities, taken as a whole, and each Component of the Facilities, respectively taken as a whole, are to be "First Tier" on March 31, 2015. Nothing in this Annex 1 Amendment shall be an amendment to or a modification of the provisions of Section 1.3.1 with respect to the determination of, or application of, the "First Tier" standard at such date, Limitation. Except as specifically set forth herein with respect to the (B) "First Tier" standard of the First Tier Measuring Date, nothing in this Annex I Amendment shall be an amendment to or a modification of any other provisions of Annex 1, provided that "March 1, 2005", in Section 4.1 shall be changed to "the First Tier Measuring Date".

nlonln

ARTICLE II GENERAL PROVISIONS

1.

Priorities.

(A) Conflicts. In the event of a conflict between the terms and conditions of this Annex 1 Amendment and the telins and conditions of one or more of the Amended Lease or any of its Annexes, including Annex 1, as to the subject matter hereof, the tei ins and conditions of this Annex 1 Amendment shall control. (B) The Authority. The Authority represents and wan' ants to the RAMS that there is no conflict between the terms and conditions of this Annex 1 Amendment and any of the Prior Leases or the Cooperative Agreement. (C) The CVC. The CVC represents and warrants to the RAMS that there is no conflict between the terms and conditions of this Annex 1 Amendment and any of the Amended and Restated Convention Center Lease, the Cooperative Agreement or the Financing Agreement. 2. Captions and Headings. The captions and headings used throughout this Annex 1 Amendment are for convenience of reference only, and the words contained therein shall not be deemed to affect the meaning of any provision or the scope or intent of this Annex 1 Amendment, nor in any way affect this Annex 1 Amendment. 3. Assignment. This Annex 1 Amendment shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto; provided, however, any right or obligation hereunder may be assigned by either the RAMS, on the one hand, or any of the other parties hereto, on the other hand, only as provided in the Amended Lease and only in conjunction with an assignment of the rights and obligations of such party in the Amended Lease. 4. Right's and Remedies. Section 15, Section 16 and Section 25 of the Amended Lease govern the rights and remedies of the parties hereto respecting the failure of any party hereto to perform any of its obligations under Annex 1 or this Amendment to Annex 1 and of the failure of the Four Initial Elements, taken as a whole, and each of the Four Initial Elements, respectively taken as a whole, to be First Tier on the First Tier Measuring Date and of the failure of the Facilities, taken as a whole, or any of the Remaining Components, respectively taken as a whole, to be First Tier at July 31, 2007. Those sections of the Amended Lease are hereby incorporated herein by reference. With respect to the Authority, Section 16 of the Amended Lease, when incorporated herein, is to be read as if the Authority were named as is CVC. 5. of the other. Authority and CVC. Neither the Authority nor CVC is responsible for duties

IN WITNESS WHEREOF, the Authority, CVC, and the RAMS have each executed this AMENDMENT TO ANNEX 1 as of the day and year first above written: ANNEX 1 AS AMENDED BY THIS ANNEX 1 AMENDMENT CONTAINS BINDING ARBITRATION PROVISIONS WHICH MAY BE ENFORCED BY THE PARTIES "Authority" THE REGIONAL CONVENTION AND SPORTS COMPLEX AUTHORITY

By: Its: "CVC" THE REGIONAL CONVENTION AND VISITORS COMMISSION

By: Its: "RAMS" THE ST. LOUIS RAMS PARTNERSHIP By: THE RAMS FOOTBALL COMPANY, INC., Managing Partner

By: Its:

SECOND AMENDMENT TO ANNEX 1

THIS SECOND AMENDMENT TO ANNEX 1 (the "Second Amendment to Annex 1") to ANNEX 1 FACILITIES STATUS, MANAGEMENT, MAINTENANCE AND REPAIR TO AMENDED LEASE to that certain AMENDED AND RESTATED ST. LOUIS NFL LEASE dated as of the 5th day of January 1995 (the "Amended Lease") is entered into as of this , 2007 (the "Second Amendment Date"), by and among THE ST. LOUIS a0 'day of . RAMS PARTNERSHIP, a general partnership organized and existing under the laws of the State of Delaware and successor to THE RAMS FOOTBALL COMPANY, INC. (f/k/a THE LOS ANGELES RAMS FOOTBALL COMPANY, INC.), a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the "RAMS"), THE REGIONAL CONVENTION AND VISITORS COMMISSION, a/k/a St. Louis Convention and Visitors Commission, a public body corporate and politic of the State of Missouri (hereinafter referred to as."CVC"), and THE REGIONAL CONVENTION AND SPORTS COMPLEX AUTHORITY, a public body corporate and politic of the State of Missouri (the "Authority").

RECITALS
WHEREAS, ANNEX 1 FACILITIES STATUS, MANAGEMENT, MAINTENANCE AND REPAIR TO AMENDED LEASE, as amended by the AMENDMENT TO ANNEX 1 dated June 4, 2004 (the "First Amendment to Annex 1") (as so amended by the First Amendment Annex 1, "Annex 1"), and as amended by this Second to Amendment to Annex 1, is an integral part of, and incorporated into, the Amended Lease and is to be read and interpreted in an integrated manner with the Amended Lease and the other Annexes to the Amended Lease; WHEREAS, pursuant to Section 28 of the Amended Lease, ST. LOUIS NFL CORPORATION, a corporation organized and existing under the laws of the State of Missouri has no further rights or obligations with respect to the Amended Lease, including Annex 1 and the other Annexes to the Amended Lease; WHEREAS, Section 1.3.1. of Annex 1 required the Facilities, taken as a whole, and each Component (as defined therein) of the Facilities, respectively taken as a whole, to be "First Tier" on March 1, 2005 (later changed by the parties to July 31, 2005) and March 1, 2015 according to the standard set forth therein; WHEREAS, by the First Amendment to Annex 1 and a subsequent Letter Amendment dated September 19, 2005, the parties agreed to extend the July 31, 2005 date for compliance with the First Tier standards to July 31, 2008 for all but the Four Initial Elements as defined in the First Amendment to Annex 1; WHEREAS, the RAMS, CVC and the Authority (i) in connection with the first measuring date of July 31, 2005 for the First Tier standards set forth in Section 1.3.1 of Annex 1 desire by this Second Amendment to Annex 1 to settle their differences on the terms set forth in this Second Amendment to Annex 1, respecting the requirements of Annex 1 so that the parties can avoid the disruption and costs associated with submitting to arbitration any controversies

concerning (a) the Four Initial Elements and/or (b) whether or not the Facilities and the Components thereof would or would not have met the First Tier standards set forth in Section 1.3.1 of Annex 1 as of the July 31, 2008 compliance date for the Remaining Components, by eliminating the 2005 First Tier compliance date and providing for certain improvements to the Facilities and Components thereof to be initiated by the RAMS and implemented by CVC, and (ii) in connection with the second measuring and compliance date of March 1, 2015 (the "2015 First Tier Measuring Date") for the First Tier standards set forth in Section 1.3.1 of Annex 1, desire that Annex 1 be amended as provided herein so that the parties will have a more efficient process governing the determination of, and compliance of the Facilities and Components with, the First Tier standards set forth in Section 13.1. of Annex 1 as amended by this Second Amendment to Annex 1. NOW THEREFORE, for and in consideration of the premises and the mutual covenants of the parties contained herein, the RAMS, CVC and the Authority hereby agree as follows: Defined Terms. All capitalized terms not otherwise defined herein, if defined in 1. Annex 1, as amended by this Second Amendment to Annex 1, or in the Amended Lease (including the recitals thereto) or any of the Annexes thereto (including the recitals to any of the aforesaid documents), shall have the meaning therein given unless the context herein requires a different or other meaning. 2. RAMS Store. Section 1.1.2 of Annex 1 shall be amended to read as follows: RAMS Store means that certain retail outlet leased to the RAMS pursuant to that certain RAMS Store Lease identified in the Relocation Agreement, provided that the RAMS Store shall not include those certain retail spaces for RAMS and other sports merchandise and apparel in the Facilities itself, including the retail space on the 100 level of the Facilities. 3, First Tier Standard.

Section 1.3.1 of Annex 1 shall be amended (i) to delete the first four sentences A. added by the First Amendment to Annex 1 that apply only to the first of the two First Tier requirements set forth in that Section and (ii) to delete the phrase "July 31, 2005 and" from the first sentence of Section 1.3.1 of Annex 1 prior to such amendment by the First Amendment to Annex 1. It is the parties' intent by this Second Amendment to Annex 1 to eliminate the First Tier status issue (except as provided in Section 1.8.3 with respect to certain RAMS' remedies) with respect to the July 31, 2005 measuring date, including the July 31, 2008 compliance date or any other First Tier related date that does not relate to the 2015 First Tier Measuring Date. Section 1.3.1 of Annex 1 shall also be amended to delete the last two sentences B. thereof requiring the parties to meet at specified times to discuss the extent to which the Facilities and each of the Components are then anticipated to meet the First Tier standards and the non-binding nature of such meetings and discussions.

Section 1.3.1 of Annex 1 shall be amended to add the following sentence at the C. end of that section: For purposes of determining First Tier compliance, the Facilities, taken as a whole, and each Component of the Facilities, respectively taken as a whole, shall be compared to (i) NFL stadia operating in 2012 (and reasonably likely to be continuing to operate as of the 2015 First Tier Measuring Date), (ii) proposed new NFL stadia reasonably likely to be operating as of the 2015 First Tier Measuring Date and (iii) NFL stadia as they are reasonably likely to be reconstructed or remodeled as of the 2015 First Tier Measuring Date (collectively the "NFL Stadia"), provided however, that NFL Stadia listed in (ii) and (iii) of this section may only be considered to the extent that plans for, and/or descriptions of, such new stadia or improvements are available to the parties to peunit such comparisons to the Facilities and the Components as required by Section 1.3.1. D. thereto: 1.3.3. Confidentiality of Discussions. Any and all (i) meetings and/or discussions of one or more of the parties concerning the extent to which the Facilities and each Component of the Facilities will meet or not meet the First Tier standards at the 2015 First Tier Measuring Date and/or the First Tier standards and the improvements to the Facilities and/or any of the Components necessary to meet the First Tier standards and/or (ii) exchanges of documents, proposals, plans, and other materials, other than the submission by CVC of the CVC 2012 Plans (as hereinafter defined in Section 1.3.4) and the RAMS of the RAMS 2012 Plans (as hereinafter defined in Section 1.3.5) in accordance with the provisions of Section 1.3.1 of this Annex, shall not be binding on, or an admission of, any of the parties, or admissible for any purpose except to the extent that the parties mutually agree in an executed, formal written agreement. E. thereto: 1.3.4. Submission of CVC 2012 Plans. On or before February 1, 2012, CVC will deliver to the RAMS (i) a preliminary plan or alternative plans of improvements to the Facilities and/or each Component of the Facilities (the "CVC 2012 Plans") which CVC reasonably believes would improve the Facilities and each Component of the Facilities to First Tier status in accordance with the First Tier standards, as of the 2015 First Tier Measuring Date, and (ii) a financial plan (which will detail the total amount of funds to be expended and include a source and use of funds statement) that CVC believes, in good faith, can be implemented by the CVC and/or the Authority or presented to the Sponsors and implemented by such Sponsors, in each case to provide CVC and/or the Authority the financial ability to implement and complete the CVC 2012 Plans by no later than the 2015 First Tier Measuring Date. Section 1.3 of Annex 1 shall be amended to add the following Section 1.3.4 Section 1.3 of Annex 1 shall be amended to add the following Section . 1.3.3

F. thereto:

Section 1.3 of Annex 1 shall be amended to add the following Section 1.3.5

1.3.5. Submission of Rams 2012 Plans. If the RAMS agree that the CVC 2012 Plans would improve the Facilities and each Component of the Facilities to First Tier status in accordance with the First Tier standards as of the 2015 First Tier Measuring Date and so notifies CVC not later than March 1, 2012, CVC shall proceed to implement and complete its CVC 2012 Plans as Additional Construction by the 2015 First Tier Measuring Date. If the RAMS believe in the RAMS' sole discretion that the CVC 2012 Plans will fail to improve the Facilities and each Component of the Facilities to First Tier status in accordance with the First Tier standards as of the 2015 First Tier Measuring Date, the RAMS shall by no later than May 1, 2012, deliver to CVC a preliminary plan or alternative plans of improvements to the Facilities and/or each Component of the Facilities (the "RAMS 2012 Plans"), which the RAMS reasonably believe would improve the Facilities and each Component of the Facilities to First Tier status in accordance with the First Tier standards, as of the 2015 First Tier Measuring Date. G. thereto: 1.3.6. CVC Acceptance or Rejection of RAMS 2012 Plans. CVC shall notify the RAMS by no later than June 1, 2012, whether CVC, in its sole discretion, accepts or rejects the Rams 2012 Plans. If the CVC accepts the Rams 2012 Plans, CVC concurrently shall provide the RAMS a financial plan (which will detail the total amount of funds to be expended and include a source and use of funds statement) that CVC believes, in good faith, can be implemented by CVC and/or the Authority or presented to the Sponsors and implemented by such Sponsors, in each case to provide CVC and/or the Authority the financial ability to implement and complete the RAMS 2012 Plans by no later than the 2015 First Tier Measuring Date. If CVC rejects the 2012 RAMS Plans, the parties shall meet to attempt to resolve their differences, which meetings and discussions shall be subject to the confidentiality provisions of Section 1.3.3. H. thereto: 1.3.7. Use of Prior Discussions in Further Proceedings. CVC, the Authority and the RAMS each acknowledges that meetings, discussions and submissions have taken place with respect to the application to the Facilities and/or each Component of the Facilities of the First Tier standards of Section 1.3.1 of Annex 1 as of a July 31, 2005 measuring date, with a compliance date (other than with respect to the Four Initial Elements, as defined in the First Amendment to Annex 1) of July 31, 2008 and that the application of such First Tier standards to such dates has been eliminated by this Second Amendment to Annex 1. CVC, the Section 1.3 of Annex 1 shall be amended to add the following Section 1.3.7 Section 1.3 of Annex 1 shall be amended to add the following Section 1.3.6

Authority and the RAMS each agrees that it will not argue in any further proceedings (including any proceedings with respect to the 2015 First Tier Measuring Date) that the Facilities and/or any of the Components of the Facilities, as a result of the improvements (i) resulting from the 2007 Improvements (as hereinafter defined in Section 1.8.1) and/or (ii) proposed and/or implemented by CVC and/or the Authority and/or the RAMS (including without limitation with respect to the Four Initial Elements) with respect to the July 31, 2005 measuring date eliminated by this Second Amendment to Annex 1, would or would not have achieved First Tier status if the First Tier standards as of such July 31, 2005 measuring date had been applied to the Facilities and/or any of the Components of the Facilities. The parties instead agree that as a result of this Second Amendment to Annex 1 the First Tier status issue (except as provided in Section 1.8.3 with respect to certain RAMS' remedies) with respect to the July 31, 2005 measuring date, including the July 31, 2008 compliance date or any other First Tier related date not related to the 2015 First Tier Measuring Date, is moot and not relevant to the 2015 First Tier Measuring Date assessment of the Facilities and/or any of the Components of the Facilities, and proceedings in respect thereof, including any arbitration proceedings under Section 1.4.2. I. Section 1.4 of Annex 1 is hereby amended to add at the end thereof new Sections 1.4.1, 1.4.2 and 1.4.3 which shall read as follows: 1.4.1 2015 First Tier Arbitration. Notwithstanding Section 1.4 above, any arbitration arising under Section 1.3.1 hereof based upon differences between the RAMS and CVC respecting the improvements to the Facilities and each Component of the Facilities necessary to meet the First Tier standards as of the 2015 First Tier Measuring Date, shall be governed by Sections 1.4.2 and 1.4.3. 1.4.2 Scope of First Tier Arbitration. If the RAMS and CVC are unable to resolve their differences respecting the improvements to the Facilities and each Component of the Facilities that will be necessary to meet the First Tier standards as of the 2015 First Tier Measuring Date, the parties shall proceed to mandatory arbitration by June 15, 2012, in accordance with the terms of Section 25 of the Amended Lease. The ultimate issue to be presented to and decided by the arbitrators is: Whether the Facilities, taken as a whole, and each Component of the Facilities, respectively taken as a whole, measured against the applicable NFL Stadia (as such NFL Stadia are determined by the arbitrators in the event of a failure of the parties to agree on the applicable NFL Stadia), as a result of (i) the implementation of the CVC 2012 Plans, (ii) the implementation of the Rams 2012 Plans or (iii) the implementation of some combination consisting of parts of each of the CVC 2012 Plans and the Rams 2012 Plans would be improved to First Tier status in accordance with the First Tier standards of Section 1.3.1 as of the 2015 First Tier Measuring Date (the "Arbitrators' Decision"). It is the intent of the parties that such arbitration be completed (i.e., the Arbitrators' Decision will be entered) by December 31, 2012, and each of the parties agrees to use its

reasonable efforts to cause the Arbitrators' Decision to be completed by December 31, 2012. 1.4.3 Finality of Arbitrators' Decision. It is the intent of the parties that (i) the Arbitrators' Decision will reflect the adoption of a single plan which the arbitrators determine would improve the Facilities, taken as a whole, and each Component of the Facilities, respectively taken as a whole, to First Tier status in accordance with the First Tier standards as of the 2015 First Tier Measuring Date and (ii) there will be one arbitration to decide this issue. Once the arbitrators adopt such a plan of improvement for the Facilities and each Component of the Facilities, the Arbitrators' Decision shall be final and binding on the parties and may be challenged only on the grounds specified in the Federal Arbitration Act, 9 U.S.C.A 10, 11 (as so amended from time to time). J.
thereto.

Section 1.8 of Annex is 1 shall be amended to add the following Section 1.8

1.8

2007 Improvements and Playing Field.

1.8.1 2007 Improvements. (a) Facilities Improvement Fund. CVC, in addition to expenditures CVC has spent on improvements to the Facilities and/or any Component of the Facilities prior to the date hereof, agrees to spend not less than an additional $30 million on improvements to the Facilities, taken as a whole, and/or any of the Components of the Facilities (the "Facilities Improvement Fund"), as deteiuiined by the RAMS, that the RAMS in good faith believe will enhance the Facilities and/or any of the Components of the Facilities (the "2007 Improvements"). The RAMS shall not request any improvements as part of the 2007 Improvements that upon completion would unreasonably interfere with the use by CVC and its agents, employees, contractors, licensees and invitees of the Facilities for convention purposes or other CVC Events as defined in Annex 3 to the Amended Lease. The 2007 Improvements shall constitute Additional Construction (as defined in Section 2.1) and shall be subject to the provisions of Article 2 pertaining to Additional Construction, including, without limitation, Section 2.1.15. (b) Process for 2007 Improvements. On or before September 30, 2007, the RAMS shall provide CVC with a list of improvements to the Facilities and/or any of the Components of the Facilities comprising the 2007 Improvements, provided that prior to the delivery of the complete list of 2007 Improvements on or before such date the RAMS may provide to the CVC elements of the 2007 Improvements in order to permit the CVC to commence work on such elements of the 2007 Improvements. The 2007 Improvements shall be implemented and completed on or before July 31, 2009, or such earlier date(s) to which the parties shall agree after taking into account the nature of the 2007 ImprovementS. Upon receipt of such list, or elements of such list, of 2007 Improvements from the

RAMS, CVC, promptly and diligently from time to time on or before March 31, 2008, in writing shall provide to the RAMS for review by the RAMS' Consultants .(as hereinafter defined in Section 1.8.1(c)) (i) preliminary plans for, and a timetable for completion of, such 2007 Improvements or elements thereof, as applicable, (ii) an estimated cost to complete such 2007 Improvements or elements thereof, as applicable and (iii) an estimate of the amounts remaining in the Facilities Improvement Fund after deducting the cost of such item(s). Upon concurrence of the RAMS with such preliminary plans, timetable and costs as provided by CVC, subject to the provisions of Section 2.1.15, CVC shall use its best efforts promptly to complete all such 2007 Improvements or elements thereof, as applicable, in accordance with such plans, timetable and cost estimates, but in any case on or before July 31, 2009, or such earlier date or dates to which the parties shall agree after taking into account the nature of the 2007 Improvements or elements thereof, as applicable. In the event that following the substantial completion (or such earlier time as the parties shall agree) of all such 2007 Improvements in the RAMS' list to be delivered from time to time on or before September 30, 2007, as the same may be amended by the parties, there remains, or are reasonably expected to be remaining, additional funds in the Facilities Improvement Fund, the RAMS shall be entitled to cause CVC to make additional improvements to the Facilities and/or any of the Components of the Facilities to the extent of such remaining funds, which shall also be treated as 2007 Improvements governed by Section 1.5.1 to the extent practicable. Reimbursement of RAMS. From the Facilities Improvement Fund, the (c) RAMS shall be reimbursed promptly in the amount of $951,691 for amounts the RAMS have expended or financed for the corner LED display boards in the Facilities. For purposes of the Second Amendment to Annex 1, such corner LED display and the amount of such reimbursements to the RAMS shall be treated as 2007 Improvements. The RAMS shall also be reimbursed from time to time for fees and expenses of design consultants, architects, engineers, planners, construction managers, or other consultants ("Rams' Consultants") incurred by the RAMS in connection with the 2007 Improvements, but not in excess of $500,000. 1.8.2 Playing Field. (a) General. The RAMS acknowledge that CVC has satisfactorily completed improvements to three of the Four Initial Elements. The parties acknowledge that commencing with the 2005 NFL season of NFL Games CVC and/or the Authority replaced the original Playing Field with a temporary Playing Field, which was acceptable to the RAMS for such NFL season. The parties further acknowledge that for the 2006 NFL season of NFL Games CVC and/or the Authority replaced such 2005 temporary Playing Field with a similar temporary Playing Field, which was also acceptable to the RAMS for such NFL season. CVC and/or the Authority shall continue to replace such temporary Playing Field and/or maintain the Playing Field in a First Class condition.

(b) Removable Playing Field. CVC and/or the Authority shall not substitute a new type or make of Playing Field for the type and make of temporary Playing Field used for the 2005 and 2006 NFL seasons of NFL Games without the prior written consent of the RAMS, which consent will not be unreasonably withheld or delayed. The costs of improvements relating to the replacement, temporary or otherwise, of the Playing Field shall not be treated as 2007 Improvements or reduce in any manner the amount available in the Facilities Improvement Fund for 2007 Improvements. Changes to the Playing Field shall constitute Additional Construction (as defined in Section 2.1) and shall be subject to the provisions of Article 2 pertaining to Additional Construction, including, without limitation, Section 2.1.15. The parties acknowledge that as of the date hereof the parties have not identified a new type or make of removable Playing Field that permits such Playing Field to be regularly and temporarily removed from the floor of the Facilities during the season of NFL Games, when there are events in the Facilities other than NFL Games (in contrast to the type and make of temporary Playing Field used for the 2005 and 2006 NFL seasons of NFL Games which cannot be so temporarily removed and reinstalled), which removable Playing Field, with respect to the use and functional operation of such Playing Field for NFL Games, both meets the First Class condition and is at least as good a quality as the type and make of temporary Playing Field used for the 2005 and 2006 NFL seasons of NFL Games (the "Removable Playing Field"), The RAMS shall not demand that the CVC install a Removable Playing Field in the Facilities other than in connection with the First Tier standards for the 2015 First Tier Measuring Date. In the event that the CVC reasonably believes that it has identified a potential Playing Field which meets the criteria for the Removable Playing Field and which the CVC wishes to install in the Facilities, the CVC will provide to the RAMS the specifications and costs of such Playing Field for the RAMS' evaluation. In the event that after such evaluation, the RAMS consent to the installation by the CVC and/or the Authority of such Removable Playing Field because such Playing Field meets the criteria for the Removable Playing Field, which consent will not be unreasonably withheld or delayed, upon the installation of such new Removable Playing Field, the RAMS shall contribute fifty percent (50%) of the cost of such Removable Playing Field, but not to exceed a maximum of $1.250 million from the RAMS, and the CVC and/or the Authority shall pay the balance of the fifty percent (50%) of the cost of such Removable Playing Field, as well as any cost of such Removable Playing Field in excess of $2.5 million. 1.8.3 CVC's Failure to Complete 2007 Improvements or Playing Field. Subject to the provisions of Section 22 of the Amended Lease governing unavoidable delays, if CVC fails to (i) complete by July 31, 2009, each and every one of the 2007 Improvements or (ii) perform its obligations under Section 1.8.2 with respect to the Playing Field, such failures shall constitute a default by CVC in accordance with Section 16(a) of the Amended Lease. CVC shall have sixty (60) days after delivery by the RAMS to CVC of written notice of such default to cure such default, provided, however, there shall be no such cure period if such default is not reasonably susceptible to cure within such sixty (60) day period or if the default was caused by the CVC's inability to pay for such improvements. If

CVC fails to cure within such sixty (60) day period or if there is no cure period permitted by the previous sentence, then the RAMS shall be entitled to exercise the remedies set forth in Section 16(e)(i) of the Amended Lease as if the First Tier standards applied to the 2007 Improvements and the Playing Field and such 2007 Improvements and/or the Playing Field, as applicable, were not First Tier as of the applicable date (July 31, 2009 with respect to the 2007 Improvements and the relevant replacement/maintenance date for the Playing Field or Removable Playing Field, as applicable). K. follows: The last sentence of Section 3.1.1 of Annex 1 shall be amended to read as "Facilities Management" shall not include any of the RAMS' responsibilities under this Article 3 and actions required for the Facilities to meet the First Tier standards at the 2015 First Tier Measuring Date. L. 4.1 Section 4.1 of Annex 1 shall be amended to read as follows:
Conversion of Stadium to Club Seats. The RAMS may determine after the 1999 football season that it is in the best interests of the RAMS that the areas of the Facilities marked on Exhibit 4.1 to Annex 1 shall be converted from regular stadium seating to club seats. In such event the RAMS shall notify the CVC. Unless such conversion is (a) part of the 2007 Improvements, in which case CVC shall bear the responsibility as a charge against the Facilities Improvement Fund, or (b) necessary to meet the First Tier standard as of March 1, 2015 (and it is recognized that it may be necessary to do so), in which case CVC shall bear the responsibility, the RAMS shall pay for the build-out of such club seats and related access ways to the Box Suite concourse at its cost and expense, to be completed promptly after such notice as Additional Construction under Article 2 of this Annex 1. Upon completion of such club seats, the converted club seats shall remain Unreserved Facilities as defined in the Amended Lease.

M.

Section 5.1 of Annex 1 shall be amended to read as follows: 5.1 Rights and Remedies. Except as otherwise specified herein, Section 15, 16 and Section 25 of the Amended Lease shall govern the rights and remedies of the parties hereto respecting the failure of any party hereto to perform any of its obligations under this Annex 1, including the Second Amendment to Annex 1, and of the failure of the Facilities, taken as a whole, or any of the Components, respectively taken as a whole, to be First Tier at the 2015 First Tier Measuring Date. Those sections of the Amended Lease are hereby incorporated herein by reference. In addition to any other rights the RAMS may have under the Amended Lease, in the event that within sixty (60) days after delivery to CVC of written notice from the RAMS, the CVC fails to commence, and to continue, to take reasonable steps to obtain financing for, and otherwise implement, the improvements to the Facilities and each Component of the Facilities determined by

the parties or the Arbitrators' Decision to be necessary to meet the First Tier standards as of the 2015 First Tier Measuring Date in accordance with the CVC 2015 Plans, the RAMS 2015 Plans or the Arbitrators Decision, as applicable, then the RAMS shall be entitled to negotiate and execute .a lease with any person or entity and to relocate from the Facilities after the 2015 First Tier Measuring Date. With respect to the Authority, Section 16 of the Amended Lease, when incorporated herein, is to be read as if the Authority were named as is CVC.

4.

General Provisions

Conflicts. This Second Amendment to Annex 1 amends and modifies certain A. provisions of Annex 1, and the terms and provisions of this Second Amendment to Annex 1 are hereby deemed part of Annex 1 for all purposes. In the event of a conflict between the terms and conditions of this Second Amendment to Annex 1 and the terms and conditions of one or more of the Amended Lease or any of its Annexes, including Annex 1, as to the subject matter hereof, the terms and conditions of this Second Amendment to Annex 1 shall control. Except as modified herein, Annex 1 will remain in full force and effect as written. B. The Authority. The Authority represents and warrants to the RAMS that there is no conflict between the terms and conditions of this Second Amendment to Annex 1 and any of the Prior Leases or the Cooperative Agreement. The CVC. The CVC represents and warrants to the RAMS that there is no C. conflict between the ten n is and conditions of this Second Amendment to Annex 1 and any of the Amended and Restated Convention Center Lease, the Cooperative Agreement or the Financing Agreement. Captions and Headings. The captions and headings used throughout this Second D. Amendment to Annex 1 are for convenience of reference only, and the words contained therein shall not be deemed to affect the meaning of any provision or the scope or intent of this Second Amendment to Annex 1, nor in any way affect this Second Amendment to Annex 1. Assignment. This Second Amendment to Annex 1 shall be binding upon and E. shall inure to the benefit of the successors and assigns of the parties hereto; provided, however, any right or obligation hereunder may be assigned by either the RAMS, on the one hand, or any of the other parties hereto, on the other hand, only as provided in the Amended' Lease and only in conjunction with an assignment of the rights and obligations of such party in the Amended Lease. F. the other. Authority and CVC. Neither the Authority nor CVC is responsible for duties of

10

IN WITNESS WHEREOF, CVC, the Authority, and the RAMS have each executed this SECOND AMENDMENT TO ANNEX 1--FACILITIES STATUS, MANAGEMENT, MAINTENANCE AND REPAIR--TO AMENDED LEASE as of the day and year first above written: THIS SECOND AMENDMENT TO ANNEX 1 CONTAINS BINDING ARBITRATION PROVISIONS WHICH MAY BE ENFORCED BY THE PARTIES

"CVC" THE REGIONAL CONVENTION AND VISITORS COMMISSION

"Authority" THE REGIONAL CONVENTION AND SPORTS COMPLEX AUTHORITY

"RAMS" THE ST. LOUIS RAMS PARTNERSHIP, By: THE RAMS FOOTBALL COMPANY, INC., Gener, P. v ner By: Its:

VIE V

11

Nile Tuckson Custodian of Records St. Louis Convention and Visitors Commission 701 Convention Plaza, Suite 300 St, Louis, MO 63101 March 2, 2012 Dear Ms, Tuckson, Please consider this a request under the Missouri Sunshine Law for a copy of the St. Louis Rams' notification to the commission that it has rejected the CVC's February 1 plan for Improvements to the Edward Jones Dome. If possible, I ask that you provide the requested document in electronic format. This document is a matter of public interest, part of the public's right-to-know and crucial to the oversight role of the public and the press. If my request is denied in whole or part, I ask that you justify all deletions by reference to specific exemptions of the law, as the law requires, and that you release all portions of non-exempt material, with exempt portions redacted. Because this request will Inform the public, we ask for the copies to be provided without charge, as allowed under the law. If your institution chooses to charge the Post-Dispatch, please provide a detailed cost estimate as required under the law before compiling the records. Thank you for your assistance.

Matthew Hathaway, reporter St, Louis Post-Dispatch office: 314-340-8121 cell: 314-565-5503 cc: Kathleen M. Ratcliffe, president

900 N. TUCKER BLVD. > ST. LOUIS, MO 63101-1099 > PHONE 314-340-8000
Printed an recycled paper

ST. LOUIS POST-DISPATCH

Nita Tuckson Custodian of Records St. Louis Convention and Visitors Commission 701 Convention Plaza, Suite 300 St, Louis, MO 63101 April 25, 2012 Dear Ms. Tuckson, Please consider this a request under the Missouri Sunshine Law for copies of records concerning the St. Louis Convention and Visitors Commission. Whenever possible, I ask that you provide the records in electronic format. Specifically, I request copies of: All correspondence and proposals sent by the St. Louis Convention and Visitors Commission to the St, Louis Rams from Jan. 1; 2012 through Jan, 31, 2012 regarding potential changes to the Rams' lease of the Edward Jones Dome (excluding the proposal of "first-tier" improvements and the financial plan that was made public by the CVC on Feb. 1); All correspondence sent by the St. Louis Rams to the St, Louis Convention and Visitors Commission that reject or otherwise respond to the above-requested correspondence and proposals; and o If you are refusing to provide any of these materials on grounds that the records are exempt from disclosure and properly closed under the Sunshine Law , the record or minutes of any vote for or against closing such records and supporting such refusal. These documents are a matter of public interest, part of the public's right-to-know and crucial to the oversight role of the public and the press, if my request is denied in whole or part, I ask that you justify all deletions by reference to specific exemptions of the law, as the law requires, and that you release all portions of non-exempt material, with exempt portions redacted. Because this request will inform the public, we ask for the copies to be provided without charge, as allowed under the law. If your Institution chooses to charge the Post-Dispatch, please provide a deta fled cost estimate as required under the law before compiling the records, Thank you for your assistance,

Sincerely,

Matthew Hathaway, reporter St. Louis Post-Dispatch office: 314-340-8121 cell: 314-565-5503 cc: Kathleen M. Ratcliffe, president

900 N. TUCKER BLVD. > ST. LOUIS, MO 03101-1099 > PHONE 314En340 - 8000
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ST. LOUIS POST-OISPATCH

Nile Tuckson Custodian of Records St. Louis Convention and Visitors Commission 701 Convention Plaza, Suite 300 SI Louts, MO.63101 April 26, 2012 Dear Ms, Tuckson, Please consider this a request under the Missouri Sunshine Law for copies of records concerning the St. Louis Convention and Visitors Commission. Whenever possible, I ask that you provide the records in electronic format. Specifically, I request copies of : 9 The Rams 2012 Plans, as deserted in page 4, section 1,3.5 of the second amendment of the lease agreement, and any alternative plans of improvements to the Edward Jones Dome or any other facility proposed to the CVC by the St. Louis Rams after Jan. 1, 2012 ; if you are refusing to provide any of these materials on grounds that the records are exempt from disclosure and properlY -CIased undiie the'Srighifie ar'friintiffS'filarry'Vote fdr"or against *closing such records and supporting such refusal. If it is the position of the CVC that these documents are not subject to the Missouri Sunshine Law until they are delivered to the St. Louis Rams, I ask that my request be honored at that time. These documents are a matter of public interest, part of the public's right-to-know and crucial to the oversight role of the public and the press. If my request is denied in whole or part, I ask that you justify all deletions by reference to specific exemptions of the law, as the law requires, and that you release all portions of non-exempt material, with exempt portions redacted. Because this request will inform the public, we ask for the copies to be provided without charge, as allowed under the law. If your Institution chooses to charge the Post-Dlspatch, please provide a detailed cost estimate as required under the law before compiling the records. Thank you for your assistance.

Sincerely,

Matthew Hathaway, reporter St. Louis Post-Dispatch office: 314-340-8121 cell: 314-565-5603 co: Kathleen M. Ratcliffe, president

900 N. -TUCKER BLVD, > ST LOUTS, MO 63101-1099 > PHONE 314-340-6000 @ Nonni on moycled psoni

St.

IOU 11

ALL WITHIN REACH

Via Electronic Transmission March 7, 2012

Matthew Hathaway St. Louis Post-Dispatch 900 Tucker Blvd. St. Louis, MO 63101 Dear Mr. Hathaway, This letter is in response to your March 2, 2012 Sunshine Law request directed toward the Custodian of Records of the St. Louis Convention and Visitors Commission ("CVC"). Your request seeks a copy of:
o

The St. Louis Rams' notification to the commission that it has rejected the CVC's February 1 plan for improvements to the Edward Jones Dome

With respect to the above document requested, it is the CVC's position that this is a closed record under Sections 610.021(1), (2), and (12) of the Missouri Revised Statutes. Section 610.021(1) allows a public governmental body to close records that relate to "legal actions, causes of action, or litigation involving a public governmental body." Section 610.021(2) allows a public governmental body to close records that relate to "[1]easing, purchase or sale of real estate by a public governmental body where public knowledge of the transaction might adversely affect the legal consideration therefor." Section 610.021(12) allows a public governmental body to close "any documents related to a negotiated contract until a contract is executed, or all proposals are rejected," In addition, the CVC is bound by a confidentiality provision in the Amended and Restated St. Louis NFL Lease with the RAMS ("Amended Lease") not to disclose certain documents relating to negotiations between the parties. If you have any questions, please let me know. Thank you.

Sincerely,

Nila Tuckson VP of Human Resources/ Custodian of Records

SLC-6549593-2

St. Louis Convention & Visitors Commission

The Official Destination Marketing Organization for St. Louis City and St. Louis County 701 Convention Plaza, Suite 300 St. Louis, MO 63101 314.421.1023 Fax 314.421.0039 www.explorestlouls.com

L1

, 10L S

ALL WITHIN REACH

4

VIA ELECTRONIC TRANSMISSION

April 30, 2012 Matthew Hathaway . St. Louis Post-Dispatch 900 Tucker Blvd. St. Louis, MO 63101 Dear Mr. Hathaway, This letter is in response to your April 25, 2012 Sunshine Law request directed to the Custodian of Records of the St. Louis Convention and Visitors Commission ("CVC"). Your request seeks copies of: All correspondence and proposals sent by the St. Louis Convention and Visitors (1) Commission to the St. Louis Rams from Jan. 1, 2012 through Jan. 31, 2012 regarding potential changes to the Rams' lease of the Edward Jones Dome (excluding the proposal of "first-tier' improvements and the financial plan that was made public by the CVC on Feb. 1); All correspondence sent by the St. Louis Rams to the St. Louis Convention and (2) Visitors Commission that reject or otherwise respond to the above-requested correspondence and proposals; and If CVC is refusing to provide any of these materials on grounds that the records (3) are exempt from disclosure and properly closed under the Sunshine Law, the record or minutes of any vote for or against closing such records and supporting such refusal. CVC has no documents responsive to request 3 above. With respect to the documents requested under categories 1 and 2 above, it is the CVC's position that these are closed records under Sections 610.021(1), (2), and (12) of the Missouri Revised Statutes. Section 610.021(1) allows a public governmental body to close records that relate to "legal actions, causes of action, or litigation involving a public governmental body." Section 610.021(2) allows a public governmental body to close records that relate to "pleasing, purchase or sale of real estate by a public governmental body. And Section 610.021(12) allows a public governmental body to close "any documents related to a negotiated contract until a contract is executed, or all proposals are rejected." All three of these statutory provisions apply to the requested documents. Sincerely,

Nila Tuckson Vice President of Human Resources/Custodian of Records St. Louis Convention & Visitors Commission

Si, Louis Convention & Visitors Commission

The Official Destination Marketing Organization for St. Louis City and St, Louis County 701 Convention Plaza, Suite 300 St. Louis, MO 63101 314.421.1023 FaX 314.421.0039 www.explorestiouis.com

suou

ALL WITHIN REACH

IA

VIA ELECTRONIC TRANSMISSION May 1, 2012

Matthew Hathaway St. Louis Post-Dispatch 900 Tucker Blvd. St. Louis, MO 63101 Dear Mr. Hathaway, This letter is a supplement to the response of the St. Louis Convention and Visitors Commission ("CVC") to your Sunshine Law request dated April 25, 2012. Your request seeks: (1) All correspondence and proposals *sent by the St. Louis Convention and Visitors Commission to the St. Louis Rams from Jan. 1, 2012 through Jan. 31, 2012 regarding potential changes to the Rams' lease of the Edward Jones Dome (excluding the proposal of "first-tier' improvements and the fmancial plan that was made public by the CVC on Feb. 1); (2) All correspondence sent by the St. Louis Rams to the St. Louis Convention and Visitors Commission that reject or otherwise respond to the above-requested correspondence and proposals; and (3) If CVC is refusing to provide any of these materials on grounds that the records are exempt from disclosure and properly closed under the Sunshine Law, the record or minutes of any vote for or against closing such records and supporting such refusal. CVC responded yesterday . that the documents requested in categories 1 and 2 above are closed records under Sections 610.021(1), (2), and (12) of the Missouri Revised Statutes. CVC responded that it had no documents responsive to category 3. While it is the case that CVC does not have records or minutes of a specific vote for or against closing the documents requested in categories (1) and (2), these documents are deemed closed records pursuant to the Resolution of the Board of Commissioners of the CVC adopting a Sunshine Law Policy. Pursuant to that Resolution, passed and approved by the CVC's

SLC-6619795-1

St. Louis Convention & Visitors Commission The Official Destination Marketing Organization for St. Louis City and St. Louis County
701 Convention Plow, Suite 300 St. Louis, MO 63101 314.421.1023 Fax 314.421.0039 www.explorestiouls.com

Commissioners on August 1, 2007, the CVC voted to deem as closed records all records then existing or thereafter created which the CVC is authorized to close under Sections 610.021(1)-(21), as amended from time to time. For the reasons set forth above, the documents you requested are closed records under this Resolution and the Sunshine Law Policy adopted therein.

Sincerely,

Nila Tuckson VP of Human Resources/Custodian of Records St. Louis Convention & Visitors Commission

VIA ELECTRONIC TRANSMISSION

May 1,2012 Matthew Hathaway St. Louis Post-Dispatch 900 Tucker Blvd. St. Louis, MO 63101 Dear Mr. Hathaway, This letter is in response to your April 26, 2012 Sunshine Law request directed to the Custodian of Records of the St. Louis Convention and Visitors Commission ("CVC"). Your request' seeks copies of: (1) The Rams 2012 Plans, as described in page 4, section 1.3.5 of the second amendment of the lease agreement, and any alternative plans of improvements to the Edward Jones Dome or any other facility proposed to the CVC by the St. Louis RAMS after Jan. 1, 2012; (2) If CVC is refusing to provide any of these materials on grounds that the records are exempt from disclosure and properly closed under the Sunshine Law, the record or minutes of any vote for or against closing such records and supporting such refusal. With respect to the documents requested under category 1 above, it is the CVC's position that these are closed records under Sections 610.021(1), (2), and (12) of the Missouri Revised Statutes. Section 610.021(1) allows a public governmental body to close records that relate to "legal actions, causes of action, or litigation involving a public governmental body." Section 610.021(2) allows a public governmental body to close records that relate to "Pleasing, purchase or sale of real estate by a public governmental body where public knowledge of the transaction might adversely affect the legal consideration therefor." And Section 610.021(12) allows a public governmental body to' close "any documents related to a negotiated contract until a contract is executed, or all proposals are rejected." The exchange of proposals for first-tier improvements between CVC and the RAMS under the parties' lease are part of an on-going negotiation between the parties for a plan that will be consummated by an amendment to the lease and/or other written contract setting forth the parties' agreement on the scope and terms of a first-tier plan for

SLC-6619647-1

St. Louis Convention & Visitors Commission

The Official Destination Marketing Organization for St. Louis City and St. Louis County 701 Convention Plaza, Suite 300 St. Louis, MO 63101 314.421.1023 Fax 314.421.0039 www.explorestlouis.com

the Edward Jones Dome. At this time, no such lease amendment or contract has been executed, and all proposals have not been rejected. But if the parties do not reach such an agreement by June 15, 2012, they must proceed to mandatory arbitration under the terms of the lease. Therefore, all three of these statutory provisions apply to the requested documents. With respect to the documents requested under category 2 above, we are enclosing a copy of the Resolution of the Board of Commissioners of the CVC adopting a Sunshine Law Policy, which Resolution was passed and approved by the CVC's Commissioners on August 1, 2007. Under this Resolution and the Policy adopted therein, the CVC voted to deem as closed records all records then existing or thereafter created which the CVC is authorized to close under Sections 610.021(1)-(21), as amended from time to time. For the reasons set forth above, the documents you request with respect to the Rams negotiations are closed records under this Resolution and Policy. Sincerely,

Nila Tuckson
VP of Human Resources/Custodian of Records St. Louis Convention & Visitors Commission

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the #1 St.. Louis we bsite

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St. Louis CVC says public can't see Dome plan without Rams' permission
BY 1VIATTREW HATHAWAY mhathaway@post-dispatch.com 314-340-81211 Posted: Monday, April 30, 2012 12:45 am ST. LOUIS When it comes to deciding how much taxpayers should know about plans to overhaul the Edward Jones Dome, the Rams appear to be calling the shots.
The Rams, who last month rejected a $124 million renovation plan from the St. Louis Convention and Visitors Commission, by Tuesday must present the commission with an alternative plan to upgrade the Dome to "first tier" status. But the CVC maintains that it will not publicly release the Rams' plan unless the team gives it permission even though public money likely would cover much, if not most, of the renovations. So while key officials at the CVC, city and county will see Tuesday what the team wants to do with the Dome, taxpayers could be left in the dark depending on the Rams' whims. At stake could be the fate of professional football in St. Louis, as the team ultimately could leave if talks break down. Kevin Demoff, the team's executive vice president for football operations, declined to say last week whether the team would allow its plan to be released. The CVC, a public agency that operates the Dome, has taken the same stance since the process to reach a deal began this year it will release records only if the Rams say it's OK, The team gave its blessing on Feb, 1, when the CVC publicly released its own proposal to renovate the Dome. But in March, when the PostDispatch submitted a public records request for the letter the Rams sent rejecting the proposal, the CVC said no. Its stated reason: the Rams wouldn't allow the release of the letter, At issue is a provision in the Dome lease that states the CVC and the Rams can keep some information confidential, except under certain circumstances such as when laws or NFL policies require information to be released, or if all parties give permission to making information public. Kathleen "Kitty" Ratcliffe, president of the CVC, repeatedly has said the commission is legally bound by the clause, Mike Jones, a senior policy adviser to St. Louis County Executive Charlie A. Dooley, backed that stance, "You live with the contract you've got and those are the terms, so we've got to live with them," Jones said. "Ultimately, at the end of the day, everything will see the light of day." Dooley and St. Louis Mayor Francis Slay each appoint five commissioners of the CVC's 11-member board. Missouri Gov. Jay Nixon appoints the chairman. Kara Bowlin, spokeswoman for Slay, released a statement, saying only, "We fully expect the CVC to honor all of its legal obligations." She did not elaborate,

SUNSHINE LAW OFFENSE? But the CVC's position may not comply with state law specifically, the Missouri Sunshine Law, which requires governments and public
agencies to keep most records and meetings open to public view. A representative with the state attorney general's office said a confidentiality clause can't supersede the open-records law. "In my experience, a confidentiality agreement with a third party does not constitute an exception to the sunshine law," Patricia Churchill, chief of the governmental affairs division, said in statement responding to a question about the law in general. Arnie Robbins, editor of the Post-Dispatch, said he expects the CVC to obey state public-records laws and release the Rams counterproposal, just as it released its own proposal in February. "We fully anticipate that our public officials will, in fact, make public a proposal that calls for spending millions of dollars in public funds on a public facility, It's the right thing to do," Robbins said in a statement. "The public has a right to know how its tax money could be spent. We don't see how a so-called confidentiality agreement benefits the public, and we certainly cannot imagine how it could trump state laws that protect the public's right to know."

There arq exceptions in the Sunshine Law that allow public bodies to keep some records closed, like those dealing with ongoing lawsuits or the buying and selling of real estate. But Kenneth Bunting, executive director of the National Freedom of Information Coalition in Columbia, Mo., doesn't believe the CVC can argue that any of the exemptions apply. Some exemptions make sense, he said, "but open-government laws start with the presumption of openness." "We're talking about a project involving a public facility and a lot of public money that much of the public are going to view with a lot of skepticism," Bunting said, adding that it's a "real outrage" the CVC and Rams "aren't going out of their way to make this public."

ARBITRATION IS POSSIBLE
Under the terms of the Rams' 30-year lease, the CVC is required to come up with a renovation plan to make the Dome "first tier," or better than three-quarters of all National Football League venues, in 15 categories. The franchise rejected the CVC's Feb. 1 plan, and the Rams have until Tuesday to make a counteroffer. If a deal isn't struck by June 15, the two sides would go into arbitration, which could run through year's end. Without an agreement, the Rams' lease would become year-to-year after the 2014 football season, with the team free to move after that. The Dome, which opened in 1995, was largely financed with $256 million in bonds, and the repayment of that 30-year debt will be $720 million. Every year, Missouri spends $12 million to pay off the debt, and St. Louis and St. Louis County each pay $6 million. Representatives of Slay and Dooley have said that voters in the city and county would have to approve any deal that involves raising taxes or redirecting existing streams of public money. But some options, such as taxes and fees charged in and around the Dome, might not necessarily trigger a public vote.