SEC Info - Boca Resorts Inc - IPO: ‘S-1’ on 9/18/96

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Boca Resorts Inc – IPO: ‘S-1’ on 9/18/96 – EX-10.7

As of: Wednesday, 9/18/96 · Accession #: 950144-96-6413 · File #: 333-12191

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/18/96  Boca Resorts Inc                  S-1                   14:1.3M                                   Bowne of Atlanta Inc/FA

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Florida Panthers Holdings, Inc Form S-1               85    475K 
 2: EX-3.1      Amended and Restated Articles of Incorporation         4     13K 
 3: EX-3.2      By-Laws of the Company                                26     71K 
 4: EX-5.1      Form of Opinion of Akerman Senterfitt                  2±     8K 
 5: EX-10.1     Broward Co. Civic Arena License Agreement             64    266K 
11: EX-10.11    Arena Management Agreement                            43    108K 
 6: EX-10.2     Broward Co. Civic Arena Operating Agreement           63    265K 
 7: EX-10.3     Amendment to Operating and License Agreement           2     13K 
 8: EX-10.4     Broward Co. Civic Arena Development Agreement         78    284K 
 9: EX-10.7     Miami Arena Contract                                 203    577K 
10: EX-10.8     First Amendment to Miami Arena Contract               57    158K 
12: EX-21.1     Subsidiaries of the Company                            1      6K 
13: EX-23.1     Consent of Arthur Andersen LLP                         1      6K 
14: EX-27.1     Financial Data Schedule                                1      9K

EX-10.7 — Miami Arena Contract
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) (a) Capacity and Authority of Beneficiary (a) MSEA Funds (a) Notice (a) Procedure for Requests for Payment Article I Definitions Article Ii Definitions Article Iii Construction Contracts Article Iii Work Article Iv Construction Hiring Article Iv Payments and Income Allocation Article Ix Disputes Article Viii Miscellaneous Provisions Article Vii Minority Committee Article Vi Management and Maintenance Operations Article V Professional Service Contracts Article V Term (a) Submission of Notices to Draft to Beneficiary B.1 Development Work B.2 Construction Work B.3 Operating Work (b) Conditions and Limitations (b) Operator Funds (b) Presentation of Drafts to TCB (b) Procedure for Payment of MSEA's Share of Construction Costs and MSEA Purchase Costs (b) Substitute Letters of Credit (b) Valid Agreement C.1 Development and Construction of the Arena C.2.3 Operating Payment (c) Disposition of Proceeds of Drafts Construction Contracts Construction Funding Agreement Contingent Items Contractor Contractor's Certificate (c) Project Cost Overruns (c) Severability D.10.10 Use of Certain Words D.10.11 Severability D.10.12 No Third Party Beneficiaries D.10.13 Governmental Imposition D.10.14 Attorneys' Fee D.10.1 Standard of Care D.10.3 Force Majeure D.10.4 Future Development of Phase II D.10.5 Governing Law D.10.6 Notices D.10.7 Entire Agreement D.10.8 Non-Waiver D.10.9 Captions D.10 Miscellaneous D.1.1 Events of Default D.1.3 Damages D.1.4 Termination Fee D.1.5 Surrender D.1.6 Alternative Remedies D.1 Default and Termination D.2.1 Minority Employment and Investment D.2 Equal Employment Opportunity D.3.1 Independent Contractor D.3.2 Owner Representative D.3.3 Operator Representative D.3 Relationship of Parties D.4.1 In General D.4.2 Names D.4 Title and Names D.5.1 Development/Construction Standards D.5.2 Operating Standards D.5.3 General Performance Standards D.6.1 Changes to the Project Budget D.6.2 Changes to the Project Construction Program D.6.3 Initial Operating Expense Budget and Approved Operating Expense Budget D.6.4 Standards for Owner's Review and Approval D.6 Project Budget, Project Construction Program; Approved Operating Expense Budget; Owner's Review and Approval D.7.1 Performance of the Development Work D.7.2 Performance of the Construction Work D.7.5 Advertising Contracts D.7.6 Concessions D.7.9 Removal of General Manager D.7 Assignment and Subcontracts for Portions of the Work D.8.10 Seat Use Charge D.8.11 Convention Development Tax Revenues D.8.12 Block 44/57 Agreement D.8.13 Bond Documents D.8.1 Exclusive and Non-Competition Agreement D.8.3 Expedited Approvals and Sales Tax Exemptions D.8.4 Discriminatory Legal Requirements D.8.5 Operating Losses D.8.6 Extraordinary Replacement and Repair D.8.7 Maintenance Account D.8.8 Construction Trust Fund D.8.9 Investment of Funds D.8 Owner Obligations D.9.1 Inspection D.9.2 Books, Records and Accounts D.9.3 Statements and Audits Definitions (d) Fees and Reimbursements to Beneficiary (d) Incorporation of Other Agreements (d) Notice to TCB Draft (d) Special Termination Provisions (e) Budget and Cash Flow Analysis; Completion Amount (e) Limitation on Beneficiary's Obligations; Indemnity (f) Beneficiary's Right to Rely (f) Miscellaneous General Description of Work General Terms and Conditions (g) Investment of Undisbursed Funds Initial Operating Expense Budget Letter of Credit Minority Committee Msea MSEA's Certificate Operator Payments/Income Allocation Permitted Encumbrances Project Budget Project Construction Program Recitals Request for Payment Section 1.1 Defined Terms Section 1.2 Terms in the Master Agreement Section 2.1 Minority ownership Section 2.2 The Venture's Actions Section 3.1 Goals Section 3.2 Developer's Obligations Section 3.3 Arena Project Team Section 4.1 Goals Section 4.2 Developer's Obligations Section 6.1 Goals Section 6.2 Developer's Obligations Section 8.1 Florida and Local Laws Prevail Section 8.2 Conflicts of Interest; MSEA, City Representatives and Venturers Not Individually Liable Section 8.3 Notice Section 8.4 Titles of Articles and Sections Section 8.5 Successors and Assigns Section 8.6 Counterparts Section 8.7 Records Section 8.8 Estoppel Certificates Sources and Use of Capital Table of Contents 2. Payment Obligations 3. Drafts Against the Letter of Credit 4. Funding of Construction Costs and Contingent Costs 6. General Provisions
1	1st Page - Filing Submission
2	Table of Contents
3	Project Construction Program
4	Project Budget
"	Initial Operating Expense Budget
8	Article Ii Definitions
17	Article Iii Work
"	Article Iv Payments and Income Allocation
"	Article V Term
19	Recitals
21	Article I Definitions
"	Definitions
"	Section 1.1 Defined Terms
23	Section 1.2 Terms in the Master Agreement
"	Section 2.1 Minority ownership
24	Section 2.2 The Venture's Actions
"	Article Iii Construction Contracts
"	Construction Contracts
"	Section 3.1 Goals
25	Section 3.2 Developer's Obligations
28	Section 3.3 Arena Project Team
29	Article Iv Construction Hiring
"	Section 4.1 Goals
"	Section 4.2 Developer's Obligations
30	Article V Professional Service Contracts
31	Article Vi Management and Maintenance Operations
"	Section 6.1 Goals
32	Section 6.2 Developer's Obligations
"	Article Vii Minority Committee
"	Minority Committee
33	Article Viii Miscellaneous Provisions
"	Section 8.1 Florida and Local Laws Prevail
"	Section 8.2 Conflicts of Interest; MSEA, City Representatives and Venturers Not Individually Liable
34	Section 8.3 Notice
36	Section 8.4 Titles of Articles and Sections
"	Section 8.5 Successors and Assigns
"	Section 8.6 Counterparts
37	Section 8.7 Records
"	Section 8.8 Estoppel Certificates
38	Article Ix Disputes
42	General Description of Work
"	B.1 Development Work
45	B.2 Construction Work
46	B.3 Operating Work
52	Sources and Use of Capital
57	Request for Payment
59	Payments/Income Allocation
"	C.1 Development and Construction of the Arena
66	C.2.3 Operating Payment
69	General Terms and Conditions
"	D.1 Default and Termination
"	D.1.1 Events of Default
76	D.1.3 Damages
"	D.1.4 Termination Fee
80	D.1.5 Surrender
"	D.1.6 Alternative Remedies
83	D.2 Equal Employment Opportunity
"	D.2.1 Minority Employment and Investment
"	D.3 Relationship of Parties
"	D.3.1 Independent Contractor
"	D.3.2 Owner Representative
84	D.3.3 Operator Representative
"	D.4 Title and Names
"	D.4.1 In General
"	D.4.2 Names
85	D.5.1 Development/Construction Standards
"	D.5.2 Operating Standards
86	D.5.3 General Performance Standards
87	D.6 Project Budget, Project Construction Program; Approved Operating Expense Budget; Owner's Review and Approval
"	D.6.1 Changes to the Project Budget
"	D.6.2 Changes to the Project Construction Program
88	D.6.3 Initial Operating Expense Budget and Approved Operating Expense Budget
89	D.6.4 Standards for Owner's Review and Approval
91	D.7 Assignment and Subcontracts for Portions of the Work
"	D.7.1 Performance of the Development Work
"	D.7.2 Performance of the Construction Work
93	D.7.5 Advertising Contracts
94	D.7.6 Concessions
96	D.7.9 Removal of General Manager
"	D.8 Owner Obligations
"	D.8.1 Exclusive and Non-Competition Agreement
98	D.8.3 Expedited Approvals and Sales Tax Exemptions
"	D.8.4 Discriminatory Legal Requirements
"	D.8.5 Operating Losses
99	D.8.6 Extraordinary Replacement and Repair
"	D.8.7 Maintenance Account
"	D.8.8 Construction Trust Fund
100	D.8.9 Investment of Funds
"	D.8.10 Seat Use Charge
"	D.8.11 Convention Development Tax Revenues
"	D.8.12 Block 44/57 Agreement
102	D.8.13 Bond Documents
103	D.9.1 Inspection
"	D.9.2 Books, Records and Accounts
"	D.9.3 Statements and Audits
104	D.10 Miscellaneous
"	D.10.1 Standard of Care
105	D.10.3 Force Majeure
106	D.10.4 Future Development of Phase II
107	D.10.5 Governing Law
"	D.10.6 Notices
108	D.10.7 Entire Agreement
"	D.10.8 Non-Waiver
109	D.10.9 Captions
"	D.10.10 Use of Certain Words
"	D.10.11 Severability
"	D.10.12 No Third Party Beneficiaries
"	D.10.13 Governmental Imposition
110	D.10.14 Attorneys' Fee
128	Permitted Encumbrances
138	Construction Funding Agreement
158	(a) MSEA Funds
160	(b) Operator Funds
"	2. Payment Obligations
161	(b) Conditions and Limitations
167	(c) Project Cost Overruns
168	(d) Special Termination Provisions
171	(e) Budget and Cash Flow Analysis; Completion Amount
173	3. Drafts Against the Letter of Credit
"	(a) Submission of Notices to Draft to Beneficiary
174	(b) Substitute Letters of Credit
176	4. Funding of Construction Costs and Contingent Costs
"	(a) Procedure for Requests for Payment
177	(b) Procedure for Payment of MSEA's Share of Construction Costs and MSEA Purchase Costs
179	(d) Notice to TCB
"	(a) Capacity and Authority of Beneficiary
180	(b) Presentation of Drafts to TCB
"	(c) Disposition of Proceeds of Drafts
182	(d) Fees and Reimbursements to Beneficiary
183	(e) Limitation on Beneficiary's Obligations; Indemnity
184	(f) Beneficiary's Right to Rely
185	(g) Investment of Undisbursed Funds
187	6. General Provisions
"	(a) Notice
"	Operator
188	Msea
"	Contractor
"	(b) Valid Agreement
189	(c) Severability
"	(d) Incorporation of Other Agreements
"	(f) Miscellaneous
192	Letter of Credit
193	Contractor's Certificate
197	Draft
198	MSEA's Certificate
200	Contingent Items

EX-10.7 1st Page of 203 TOC ↑Top Previous Next ↓Bottom Just 1st
EXHIBIT 10.7

MIAMI ARENA CONTRACT

between

MIAMI SPORTS AND EXHIBITION AUTHORITY

and

DECOMA MIAMI ASSOCIATES, LTD.

EX-10.7 2nd Page of 203 TOC 1st Previous Next ↓Bottom Just 2nd

TABLE OF CONTENTS

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MIAMI ARENA CONTRACT
ARTICLE I CONTRACT DOCUMENTS.......................... 1
ARTICLE II DEFINITIONS................................. 1
ARTICLE III WORK........................................ 10
ARTICLE IV PAYMENTS AND INCOME ALLOCATION.............. 10
ARTICLE V TERM........................................ 10

EXHIBIT A

MINORITY PARTICIPATION AGREEMENT

ARTICLE I DEFINITIONS............................ A-3

Section 1.1 Defined Terms......... A-3
Section 1.2 Terms in the
Master Agreement...... A-5

ARTICLE 11 MINORITY EQUITY PARTICIPATION.......... A-5

Section 2.1 Minority ownership.... A-5
Section 2.2 The Venture's
Actions............... A-6

ARTICLE III CONSTRUCTION CONTRACTS.................. A-6

Section 3.1 Goals................. A-6
Section 3.2 Developer's
Obligations........... A-7
Section 3.3 Arena Project Team.... A-10

ARTICLE IV CONSTRUCTION HIRING..................... A-11

Section 4.1 Goals ................ A-11
Section 4.2 Developer's
Obligations .......... A-11

ARTICLE V PROFESSIONAL SERVICE CONTRACTS.......... A-12

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ARTICLE VI MANAGEMENT AND MAINTENANCE
OPERATIONS.............................. A-13

Section 6.1 Goals................. A-13
Section 6.2 Developer's
Obligations........... A-14

ARTICLE VII MINORITY COMMITTEE...................... A-14

ARTICLE VIII MISCELLANEOUS PROVISIONS................ A-15

Section 8.1 Florida and Local
Laws Prevail.......... A-15
Section 8.2 Conflicts of
Interest; MSEA,
City Representatives
and Venturers Not
Individually Liable... A-15
Section 8.3 Notice................ A-16
Section 8.4 Titles of Articles
and Sections.......... A-18
Section 8.5 Successors and
Assigns............... A-18
Section 8.6 Counterparts.......... A-18
Section 8.7 Records............... A-19
Section 8.8 Estoppel
Certificates.......... A-19

ARTICLE IX DISPUTES................................ A-20

EXHIBIT B

GENERAL DESCRIPTION OF WORK................................... B-1

B.1 DEVELOPMENT WORK.......................... B-1

B.2 CONSTRUCTION WORK......................... B-4

B.3 OPERATING WORK............................ B-5

PROJECT CONSTRUCTION PROGRAM
(SCHEDULE 1 TO EXHIBIT B)...................... B(1)-l

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PROJECT BUDGET
(ATTACHMENT I to SCHEDULE 1)................ B(1)-2
SOURCES AND USE OF CAPITAL.................... B(1)-4
PROJECT SCHEDULE
(ATTACHMENT 2 TO SCHEDULE 1)................ B(l)-6
PRE-OPENING OPERATING PROGRAM
(ATTACHMENT 3 TO SCHEDULE 1)................ B(1)-8

REQUEST FOR PAYMENT..................................

INITIAL OPERATING EXPENSE BUDGET
(SCHEDULE 2 TO EXHIBIT B)........................ B(2)-l

EXHIBIT C

PAYMENTS/INCOME ALLOCATION................................... C-1

C.1 DEVELOPMENT AND CONSTRUCTION OF
THE ARENA................................. C-1
C.2 OPERATION OF THE ARENA.................... C-2

C.2.1 Seat Use Revenues............. C-2
C.2.2 Operating Income/Replacement
Fund/Maintenance Account...... C-2
C.2.3 Operating Payment............. C-10

EXHIBIT D

GENERAL TERMS AND CONDITIONS................................. D-1

D.1 DEFAULT AND TERMINATION..................... D-1

D.1.1 Events of Default................ D-1
D,1.2 Termination...................... D-5
D.1.3 Damages.......................... D-8
D.1.4 Termination Fee.................. D-8
D.1.5 Surrender........................ D-12
D.1.6 Alternative Remedies............. D-12

D.2 EQUAL EMPLOYMENT OPPORTUNITY................ D-15

D.2.1 Minority Employment and
Investment....................... D-15

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D.3 RELATIONSHIP OF PARTIES........................ D-15

D.3.1 Independent Contractor ............... D-15
D.3.2 Owner Representative.................. D-15
D.3.3 Operator Representative............... D-16

D.4 TITLE AND NAMES................................ D-16

D.4.1 In General............................ D-16
D.4.2 Names................................. D-16

D.5 STANDARDS OF PERFORMANCE........................ D-17

D.5.1 Development/Construction
Standards ............................ D-17
D.5.2 Operating Standards ................... D-17
D.5.3 General Performance Standards.......... D-18

D.6 PROJECT BUDGET, PROJECT CONSTRUCTION
PROGRAM; APPROVED OPERATING EXPENSE
BUDGET; OWNER'S REVIEW AND APPROVAL............. D-19

D.6.1 Changes to the Project Budget ......... D-19
D.6.2 Changes to the Project
Construction Program................... D-19
D.6.3 Initial Operating Expense
Budget and Approved Operating
Expense Budget......................... D-20
D.6.4 Standards for Owner's Review
and Approval........................... D-21

D.7 ASSIGNMENT AND SUBCONTRACTS FOR PORTIONS
OF THE WORK..................................... D-23

D.7.1 Performance of the Development
Work................................... D-23
D.7.2 Performance of the Construction
Work................................... D-23
D.7.3 Performance of Operating Work D-23
D.7.4 Contracts for Use of Arena D-24
D.7.5 Advertising Contracts ................. D-25
D.7.6 Concessions............................ D-26
D.7.7 Use and Advertising Contracts.......... D-27
D.7.8 Sales, Assignments, and
Pledges................................ D-28
D.7.9 Removal of General Manager............. D-28

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D.8 OWNER OBLIGATIONS.............................. D-28

D.8.1 Exclusive and Non-Competition
Agreement............................. D-28
D.B.2 Site Acquisition and Ad Valorem
Taxes................................. D-29
D.8.3 Expedited Approvals and Sales
Tax Exemptions........................ D-30
D.8.4 Discriminatory Legal
Requirements.......................... D-30
D.8.5 Operating Losses...................... D-30
D.8.6 Extraordinary Replacement and
Repair................................ D-31
D.8.7 Maintenance Account................... D-31
D.8.8 Construction Trust Fund............... D-31
D.8.9 Investment of Funds................... D-32
D.8.10 Seat Use Charge....................... D-32
D.8.11 Convention Development Tax
Revenues.............................. D-32
D.8.12 Block 44/57 Agreement................. D-32
D.8.13 Bond Documents........................ D-34

D.9 INSPECTIONS, BOOKS, RECORDS, ACCOUNTS,
AND AUDITS..................................... D-35

D.9.1 Inspection.......................... D-35
D.9.2 Books, Records and Accounts......... D-35
D.9.3 Statements and Audits............... D-35

D.10 MISCELLANEOUS.................................. D-36

D.10.1 Standard of Care.................... D-36
D.10.2 Emergency Services and
Expenditures........................ D-37
D.10.3 Force Majeure....................... D-37
D.10.4 Future Development of
Phase II............................ D-38
D.10.5 Governing Law....................... D-39
D.10.6 Notices............................. D-39
D.10.7 Entire Agreement.................... D-40
D.10.8 Non-Waiver.......................... D-40
D.10.9 Captions............................ D-41
D.10.10 Use of Certain Words................ D-41
D.10.11 Severability........................ D-41
D.10.12 No Third Party Beneficiaries ....... D-41
D.10.13 Governmental Imposition............. D-41
D.10.14 Attorneys' Fee...................... D-42

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EXHIBIT G

PERMITTED ENCUMBRANCES............................................ G-1

EXHIBIT H

EXTRAORDINARY REPAIR AND REPLACEMENT.............................. H-1

EXHIBIT I

CONSTRUCTION FUNDING AGREEMENT.................................... I-1

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EX-10.7 8th Page of 203 TOC 1st Previous Next ↓Bottom Just 8th

MIAMI ARENA CONTRACT

THIS MIAMI ARENA CONTRACT, entered into on this 10TH day of October,
1, 1986, effective as of the day of 19 , by and between MIAMI
SPORTS AND EXHIBITION AUTHORITY and DECOMA MIAMI ASSOCIATES, LTD.;

WITNESSETH:

In consideration of the mutual covenants set forth herein, the parties
hereto agree as follows:

ARTICLE I CONTRACT DOCUMENTS

This Contract consists of this contract agreement containing eleven
(11) pages and Exhibits A through I which are attached hereto and which are
made a part hereof as though set forth in full herein.

The above referenced Exhibits are as follows:

Exhibit A Minority Participation
Exhibit B General Description of Work
Schedule 1 - Project Construction
Program
Schedule 2 - Initial Operating
Expense Budget
Exhibit C Compensation, Payments and
Allocation of Income
Exhibit D General Terms and Conditions
Exhibit E Insurance
Exhibit F General Description ot Project
Exhibit G Permitted Encumbrances
Exhibit H Extraordinary Repair and
Replacement
Exhibit I Construction Funding Agreement

ARTICLE II DEFINITIONS

All terms defined in any part of this Contract shall have the same
meaning throughout this Contract. The following terms shall have the
meanings set forth opposite such terms, or in the specified provisions of the
Contract:

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EX-10.7 9th Page of 203 TOC 1st Previous Next ↓Bottom Just 9th

"Annual Replacement Fund Payment" - Commencing with the first Operating
Year and for each Operating Year thereafter provided the Variable Operating
Payment for such Operating Year has been paid, an amount of money equal to the
lesser of (ii) $50,000.00 or (ii) the amount by which the Operating Income for
such Operating Year exceeds all Operating Expenses for such Operating Year other
than the Annual Replacement Fund Payment for such Operating Year. However, for
purposes of determining the amount of the Annual Replacement Fund Payment to be
paid in the fifth, tenth, fifteenth, twentieth, twenty-fifth and thirtieth
Operating Year following the Operating Year in which the first Annual
Replacement Fund Payment is made, clause (i) of the preceding sentence shall be
$150,000.00.

"Approved Operating Expense Budget" - Exhibit D.6.3.1

"Arena" - Exhibit F

"Barebones Administrative and Promotional Amount" - For the first
Operating Year, the sum of $1,349,750.00. For each Operating Year thereafter
the Barebones Administrative and Promotional Amount shall be the Barebones,
Adminstrative and Promotional Amount for the immediately preceding Operating
Year escalated by 5%.

"Block 44 and 57 Annual Payment" - For each Operating Year the amount
of rent that owner is obligated to pay to the City of Miami pursuant to that
certain Land Lease Agreement ("Block 44/57 Agreement") among Owner, Operator
and the City of Miami dated August , 1986.

"Budgeted Project Cost" - The estimate set forth in the Project Budget
of all Project Costs to be incurred by Owner and Operator in causing the Arena
to be developed, constructed and made operational including any contingencies
set forth therein.

"Construction Contract" - A guaranteed maximum price construction
contract to be entered between Operator and Linbeck Construction Corporation
that shall be subject to approval as to form and content by Owner and Operator.

"Construction Funding Agreement" - That agreement among Owner,
Operator and Linbeck Construction Corporation setting forth the mechanism for
payments to Contractor, a form of which agreement is attached hereto as
Exhibit I.

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"Construction Performance Bond" - The bond that is to be attached to
the Construction Contract.

"Construction Work" - Exhibit B.2

"Contract" - This agreement containing eleven (11) pages and Exhibits
A through I hereto.

"Convention Development Tax Revenues" - The receipts of the
Convention Development Tax that Dade County is authorized to levy, and the
Owner entitled to receive, pursuant to Section 212.057, Florida Statutes, as
amended and as may hereafter from time to time be amended.

"Development Fee" - An amount equal to 3% of Project Costs.

"Development Work" - Exhibit B.1.

"Event-Related Expenses" - Those costs and expenses that will be
incurred by Operator in connection with, and directly attributable to, each
event or performance in the Arena and pursuant to an agreement relating to such
event or performance (i) will be reimbursed by the user or the promoter out of
the ticket sales for such event or performance or (ii) will otherwise be paid
by the user or promoter in addition to any other charges for the use of the
Arena for such event or performance. Event-Related Expenses shall not include
any Operating Expenses that Operator has labeled Event-Related Expenses for the
sole purpose of evading payment pursuant to Exhibit C.2.2.1(c) hereof.

"Extraordinary Replacement and Replacement Expenses" - (i) 90% of all
expenditures and purchases for the types of matters referenced on Exhibit I that
are incurred during a period earlier than the expectancy periods specified
therefor on such Exhibit; (ii) 100% of all expenditures and purchases for the
types of matters referenced on Exhibit I that are incurred within or after the
expectancy periods specified therefor on such Exhibit and (iii) 90% of all
expenditures for building alterations or replacements to the Premises, and for
purchases of additional or replacement furniture, machinery or equipment, the
depreciable life of which, according to generally accepted accounting
principles, is in excess of one (1) year, which expenditures or

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purchases are not of the type of matters referenced on Exhibit H but are
reasonably necessary to the prudent operation ot the Arena.

"Initial Operating Expense Budget" - Exhibit B - Schedule 2.

"Legal Requirements" - The laws, rules and regulations of the United
States of America, State of Florida and all other governmental bodies having
jurisdiction over the Arena that are in effect on the date of execution of this
Contract.

"Maintenance Account" - The account that (ii) has been established by
Owner in connection with the Miami Sports and Exhibition Authority
Floating/Fixed Rate Special Obligation Bonds Series 1985 ("Bonds") for the
purpose of paying potential operating losses of the Arena and other costs
associated with the maintenance of the Arena and (ii) shall be maintained by
Owner in accordance with the provisions of such Bonds and this Contract.

"Net Operating Income" - For each Operating Year, the amount, if any,
by which the Operating Income for such Operating Year exceeds the Operating
Expenses incurred or properly accrued by Operator during such Operating Year
in accordance with generally accepted accounting principles.

"Opening Date" - The date on which the Arena is operational, actually
opens for business to the general public and is first used for a public event.
Upon the request of either Owner or Operator such parties shall execute a
declaration designating such date as the Opening Date.

"Operating Expenses" - For each Operating Year, all expenses of
whatever kind or nature incurred, directly or indirectly, or properly accrued by
Operator in performing the Operating Work during such Operating Year including
but not limited to all salaries, wages and benefits of personnel working at the
Premises; contract labor; maintenance and repairs; utilities; telephone;
telscreen and/or scoreboard operations; dues, memberships and subscriptions;
security; audit fees; legal fees; other professional fees; refuse removal;
cleaning; sales taxes; building supplies; ticket commissions; insurance; data
processing; advertising; pest control; bad debt writeoffs; travel lodging and
related

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out-of-pocket expenses and entertainment; oftice supplies; employment fees;
freight and delivery; lease of equipment (other than concession equipment
covered by a lease that has not been approved by Owner); Mastercard, Visa and
other credit and debit facilities and telecheck fees and expenses; payments
into reserve accounts as reasonably established by Operator and approved by
owner for working capital requirements; travel lodging and related
out-of-pocket expenses of officers and directors of Operator Affiliates that
are requested by Owner; the Operating Payment; the Annual Replacement Fund
Payment; the Block 44 and 57 Annual Payment; and NBA staffing and box office
expenses and NBA inducements but excluding (a) Extraordinary Replacement and
Repair Expense, (b) depreciation of capital assets, (c) interest on or
amortization of the indebtedness of Owner or Operator, (d) salaries wages and
benefits of officers and directors of (ii) Houston Sports Association, Linbeck
Construction Corporation, Barker Interests Limited, BIL Development, Inc.,
Linbeck Miami Corp. and HSA Management, Inc. or their successors or assigns or
(ii) any Operator Affiliate, (e) Event-related Expenses (f) ad valorem taxes
that are payable by Owner pursuant to Exhibit D.8.2.3., (g) any legal expenses
incurred by Operator in enforcing the rights of Operator under the agreements
referenced in Exhibits D.7.1, D.7.2 and D.7.3 and (h) any other expense that
Owner and Operator hereafter specifically agree in writing is to be excluded
from Operating Expenses. If any ad valorem taxes are hereafter imposed on the
Premises and Operator does not exercise its right to terminate the Contract
because of the Owner Default described in Exhibit D.1.1.2(e) (ii), then
ad valorem taxes in excess of the amount of such taxes that Owner is
responsible for paying pursuant to Exhibit D.8.2.3 shall be considered
Operating Expenses.

"Operating Loss" - The amount by which the Operating Expenses for an
Operating Year exceed the Operating Income for such Operating Year.

"Operating Income" - For each Operating Year, all amounts received by
Operator during such Operating Year from any use of, concession at or in, or
advertising in or connected with the Premises or interest, if any, actually
received on such amounts. However, Operating Income shall not include the Seat
Use Revenues, Convention Development Tax Revenues, nor include proceeds of
condemnation or, insurance (other than business interruption) nor proceeds
from ticket sales on behalf of, or as agent for, the user of

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the Arena that are not paid to Operator for rental of the Arena or in connection
therewith, nor any Event-Related Expenses collected by Operator from any such
user. Moreover, Operating Income shall not include (and Owner shall have no
right, title or interest in): the Operating Payment; any payments received by
Operator or any Operator Affiliate for or in connection with the sale, transfer,
exchange, assignment or other hypothecation of an ownership or profits interests
in Operator or any operator Affiliate; any payments, rights or interests
received by an Operator Affiliate arising out of or connected with the use of,
concessions in or at, or advertising in or connected with, the Premises pursuant
to any agreement between Operator and an Operator Affiliate entered into
pursuant to or consistent with the provisions of Exhibit D.7; or proceeds of any
loan to Operator or an Operator Affiliate. Moreover, Operating Income is
further defined in Exhibit D.7.6(iv).

"Operating Payment" - For each Operating Year, the aggregate of the
Fixed Operating Payment and Variable Operating Payment for such Operating Year,
as such terms are defined in Exhibit C.2.3.

"Operating Quarter" - Each of the four three-calendar month periods
in each Operating Year commencing on October 1 of such Operating Year; The
Operating Quarters of each Operating Year shall be October, November and
December; January, February and March; April, May and June; July, August and
September.

"Operating Year" - The first Operating Year shall be the period of
time commencing on the Opening Date and ending on the first September 30th
following such date. Each Operating Year thereafter shall be the twelve (12)
month period commencing on each successive October 1.

"Operator" - Decoma Miami Associates, Ltd., a Florida limited
partnership.

"Operator Atliliate" - (i) HSA Management Inc., BIL Development Inc.
or Linbeck Miami Corporation or Decoma, Ltd. or (ii) any entity that is
controlled by or controls (a) Operator or any successor or assigns of
Operator's interests under this Contract, (b) the general partner of Decoma,
Ltd., (c) HSA Management Inc., BIL Development Inc. or Linbeck Miami
Corporation or Houston Sports Association, Barker Interests Limited or
Linbeck Construction Corporation. For purposes hereof 'control'

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shall require the direct or indirect ownership by the controlling entity
(whether one or more of the above specified entities) of at least twenty-five
percent (25%) of the voting securities of (or equivalent equity or beneficial
ownership interest in) the controlled entity.

"Operator Default" - Exhibit D.1.1.1

"Operator's Operating Income Allocations" - For each Operating Year,
the, sum of (i) 57.5% of the first $1,750,000.00 of Net Operating Income for
such Operating Year, (ii) 45% of the next $1,750,000.00 of Net Operating income
for such Operating Year and (iii) 40% of that portion of Net Operating Income
for such Operating Year in excess of $3,500,000.00.

"0perator's Seat Use Allocation" - For each Operating Year, the sum
of (i) 75% of the first $1,350,000.00 of Seat Use Revenues for such Operating
Year, and (ii) 50% of the portion of Seat Use Revenues for such Operating Year
in excess of $1,350,000.00.

"Owner" - Miami Sports and Exhibition Authority, an independent and
autonomous agency and instrumentality of the City of Miami, Florida (the
"City").

"Owner Default" - Exhibit D.1.1.2

"Owner's Operating Income Allocation" - For each Operating Year, the
sum of (i) 42.5% of the first $1,750,000.00 of Net Operating Income for such
Operating Year, (ii) 55% of the next $1,750,000.00 of Net Operating Income for
such Operating Year and (iii) 60% of that portion of Net Operating Income for
such Operating Year in excess of $3,500,000.00.

"Owner's Seat Use Allocation" - For each Operating Year, an amount of
money equal to the sum of (i) 25% of the first $1,350,000.00 of Seat Use
Revenues for such Operating Year and (ii) 50% of the portion of Seat Use
Revenues for such Operating Year in excess of $1,350,000.00.

"Owner's Share of Construction Savings" - The amount, if any, by which
the final guaranteed maximum price provided for in the Construction Contract
exceeds the sum of contractor's costs, contractor's fee and contractor's share
of savings.

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"Performance Failure" - Exhibit D.1.1.1(d)

"Pre-opening Operating Expenses" - Those Public Capital Costs that
are identified in the Project Budget as being the Pre-opening Operating
Expenses.

"Premises" - The Arena and all real property rights granted to Owner
pursuant to the Block 44/57 Agreement and all rights appurtenant thereto.

"Prime" - The rate of interest per annum established from time to
time by CitiBank, N.A. and designated as its prime rate.

"Private Capital" - $7,121,000.00.

"Private Capital Balance" - Private Capital minus the amount of all
Private Capital Costs.

"Private Capital Costs" - (a) Any of the costs paid by or on behalf
of Operator after March 28, 1985 in performing the Development Work and the
Construction Work pursuant to the Project Construction Program or the Project
Budget or otherwise approved by Owner or provided for in this Contract that (i)
have not been reimbursed by Owner, (ii) have been designated by Operator to be
Private Capital Costs and (iii) in the aggregate (together with any of the
payments described in the immediately following subparagraph (b)] do not exceed
the amount of Private Capital, and (b) Project Costs, if any, paid directly by a
concessionaire provided the amount thereof does not exceed $2,000,000.00.

"Project" - All matters described in Exhibit F including but not
limited to the Work and work by Owner or on behalf of Owner by parties other
than Operator.

"Project Budget" - Exhibit B.1.11.1

"Project Construction Program" - Exhibit B.1.11.1

"Project Costs" - All costs incurred by or on behalf of Owner and
Operator after March 28, 1985 in performance of their respective obligations
under this Contract and by Owner and Decoma Venture under that certain
Pre-Development Agreement dated as of August 20, 1985 (as extended by First
Extension of Pre-Development Agreement dated as of February 21, 1986 and Second
Extension of Pre-Development Agreement dated as of July 30, 1986).

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"Project Land" - Exhibit F

"Public Capital Costs" - All Project Costs except the Private
Capital Costs.

"Regular Budgeted Year" - Each Operating Year except the first
Operating Year and the Special Budgeted Years.

"Replacement Fund" - The account to be established and maintained by
Operator into which all Annual Replacement Fund Payments are to be deposited
together with all interest, if any, earned thereon.

"Request for Payment" - Exhibit C.1.2

"Seat Use Charge" - The amount that (i) the user of each seat in the
Arena shall be charged for use of such seat and (ii) Operator shall collect
from each such user. Such amount shall be at least $0.75 per seat and any
increase above $0.75 must be acceptable to both Owner and Operator; for purposes
of Exhibit D.1.1.2(e), the Seat Use Charge shall continue to be $0.75 unless
Owner and Operator specifically agree that for purposes of Exhibit D.1.1.2(e)
Seat Use Charge shall be a different amount. Such charge shall be in addition
to, and not in lieu of, admission charges and any taxes that may be payable on
such Seat Use Charge; any such taxes and admission charges shall be an
Operating Expense.

"Seat Use Revenues" - For each Operating Year, the aggregate of all
Seat Use Charges received by Operator during such Operating Year together with
all interest, if any, earned thereon.

"Special Budgeted Years" - Any Operating Year that (i) is after the
third Operating Year of the Term and (ii) is immediately preceded by two
consecutive Operating Years in each of which there has been an Operating Loss.

"Term" - Article V.

"Work" - Development Work, Construction Work and Operating Work
together with all other obligations of Operator under the Contract.

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ARTICLE III WORK

Except as otherwise expressly set forth in this Contract and
provided payments and allocations are made to Operator as provided in Exhibit
C, Operator shall perform the Work in substantial conformity with this Contract.

ARTICLE IV PAYMENTS AND INCOME ALLOCATION

Operator and Owner shall make the payments and share Operating Income
in the manner set forth in Exhibit C.

ARTICLE V TERM

This Contract shall be for a term ("Term") beginning on the date
hereof and ending on the thirty-second (32nd) anniversary of the Opening Date
provided that if Operator is not then in default hereunder, and if Operator
gives Owner an extension notice at least six (6) months prior to the originally
scheduled expiration of the Term, the Term shall be extended for ten (10) years
without necessity of execution of an amendment or extension agreement.
Moreover, if Operator is not then in default hereunder, and if Operator gives
Owner an extension notice at least six (6) months prior to expiration of such
ten (10) year renewal term, the Term shall be extended for an additional ten
(10) years without necessity of execution of an amendment or extension
agreement. Each such extension shall be on the same terms and
conditions as this Contract.

IN WITNESS WHEREOF, Owner and Operator have executed this Contract on
the date first set forth hereinabove, effective as of the date next set forth
hereinabove.

MIAMI SPORTS AND EXHIBITION AUTHORITY

By: /s/ Lawrence O. Turner,Jr.
------------------------------
Lawrence O. Turner, Jr.
Chairman

"OWNER"

APPROVED AS TO FORM AND CORRECTNESS
/s/ Robert Sechen
------------------------------------
Robert Sechen
Blackwell, Walker, Pascell & Hoehl
Counsel for the Miami Sports and
Exhibition Authority

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DECOMA MIAMI ASSOCIATES, LTD.

By: Decoma, Ltd., its general partner

By: Decoma Venture, its sole general
partner of Decoma, Ltd.

By: BIL Development, Inc.,
Managing Venturer

By: /s/ C. Dean Patrinely
---------------------------
C. Dean Patrinely
President

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MINORITY PARTICIPATION AGREEMENT

This Minority Participation Agreement (this "Agreement") is made and
entered into effective as of the _____ day of __________, 1986, by and between
THE MIAMI SPORTS AND EXHIBITION AUTHORITY ("MSEA"), an independent and
autonomous agency and instrumentality of the City of Miami (the "City"), a
municipal corporation of the State of Florida, and DECOMA MIAMI ASSOCIATES,
LTD. (the "Developer"), a Florida limited partnership; MSEA and the Developer
being joined herein by the City, acting herein by and through its City Manager.

Recitals:

WHEREAS, by authority of the City of Miami Charter, the City on July
31, 1984, authorized the publication of a Request for Proposals (the "City
RFP") for the Unified Development Project to be known as Southeast
Overtown/Park West Redevelopment Project Phase I Development; and

WHEREAS, by authority of Section 212.057 of the Florida Statutes,
MSEA on January 1, 1984 (Stage one) and August 1, 1984 (Stage Two), authorized
the publication of a Request for Proposals (the "MSEA RFP") for a project to be
known as the Miami Sports and Exhibition Complex, which development would
include a separate sports arena and exhibition hall and parking garage and
design factors inherent to the same; and

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WHEREAS, The Decoma Venture, a Texas joint venture (the "Venture"), in
response to the City RFP and the MSEA RFP (together, the "RFPs") submitted
proposals to develop a sports arena and exhibition hall (the "Planned Project")
referred to in the Venture's response to the RFPs as the Biscayne Centrum Arena
and Exhibition Center, said Planned Project to be situated on the land owned in
fee by the City and located between Northwest 8th Street, Northwest 6th Street,
Northwest 1st Avenue and North Miami Avenue, in the City of Miami, County of
Dade, State of Florida, which is collectively referred to herein as Block 44 and
parts of Block 57; and

WHEREAS, the City selected the Venture's proposal for the
Planned Project in accordance with the City RFP, and MSEA selected the Venture's
proposal in accordance with the MSEA RFP; and MSEA, the City and the Developer
have executed a groundlease for Block 44 and parts of Block 57 (the "Lease")
for the purposes set forth in the RFPs and the proposals submitted by the
Venture; and

WHEREAS, MSEA and the Developer have made and entered into an
agreement (the "Master Agreement") providing for the development, construction
and operation of the Arena portion of the Planned Project (the "Arena Project");
and

WHEREAS, MSEA, the City and the Developer are particularly aware of the
efforts needed to provide opportunities for Minority participation in
development undertakings; and

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WHEREAS, it is the mutual desire of the parties to set forth their
agreement and understanding of the goals for Minority participation in the
Arena Project;

NOW, THEREFORE, in consideration of the foregoing and the covenants
and agreements hereinafter set forth, the parties hereby covenant and agree as
follows:

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. As used herein the following terms shall
have the following meanings:

(a) This "Agreement" means this Minority Participation Agreement,
as the same may be modified or amended from time to time provided that
any such amendment or modification is consented to by a majority vote
of the City Commission of Miami.

(b) "Arena Project" has the meaning ascribed to it in the Recitals
of this Agreement.

(d) "Construction Contracts" means those certain agreements
between the Developer and a construction manager or general contractor
for construction of the Arena Project and includes subcontracts with
respect to such work between the general contractor and subcontractors
or, in the event the Developer employs a construction manager rather
than a general contractor, the trade contracts between the Developer
and trade contractors with respect to such work.

(e) "Dade County Office of Minority Business Development" means
the Dade County funded Minority business development program or
program staff.

(f) "Decoma" means Decoma, Ltd., a Texas limited partnership which
is the sole general partner of the Developer. The sole general
partner of Decoma is the Venture.

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(g) The "Developer" has the meaning ascribed to it in the opening
paragraph of this Agreement.

(h) "Master Agreement" has the meaning ascribed to it in the
Recitals of this Agreement.

(i) "MSEA" has the meaning ascribed to it in the opening paragraph
of this Agreement.

(j) "Miami Minority Procurement Office" means the City of Miami
funded Minority procurement program or program staff.

(k) "Minority Participation Program" means the goals and agreements
undertaken pursuant to this Agreement for the purpose of providing
opportunities for Minority participation in the Arena Project.

(l) "Minority" means the following persons as defined in the
following definitions as approved by the U.S. Department of Housing
and Urban Development ("H.U.D.") or as may be changed by H.U.D. from
time to time:

(1) Black (all persons having origins in any of the Black
African racial groups not of Hispanic origin); and

(2) Hispanic (all persons of Mexican, Puerto Rican,
Cuban, Central or South American or other Spanish
culture or origin regardless of race); and

(3) Females (whether or not included in the definition of
Black or Hispanic set forth in (1) or (2) above).

(m) "Minority Business Enterprise" means a corporation, partnership
individual, sole proprietorship, joint stock company, joint venture or
other legal entity which is at least fifty-one percent (51%)
individually or collectively owned by a Minority, or of which at least
fifty-one percent (51%) of the authorized stock ownership is
individually or collectively owned by a Minority.

(n) "Minority Committee" has the meaning ascribed to it in Article
VII of this Agreement.

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(o) "Overtown Jobs Program" means the City funded job development
program or program staff.

(p) "Section" subsection", "paragraph", "subparagraph",
"clause", or "subclause", followed by a number or letter, mean,
respectively the section, subsection, paragraph, subparagraph, clause
or subclause of this Agreement so designated.

(q) The "Venture" has the meaning ascribed to it in the Recitals
of this Agreement.

Section 1.2 Terms in the Master Agreement. All capitalized terms used
in this Agreement for which no definition is herein provided shall have the
respective meanings ascribed to such terms in the Master Agreement.

ARTICLE II

MINORITY EQUITY PARTICIPATION

Section 2.1 Minority Ownership. Minorities (individuals and/or
groups) will be afforded an opportunity to become direct equity participants in
the Arena Project through ownership in the Florida limited partnership that is
the Developer, as follows:

(a) the Minority investors will own, in the aggregate, a fifteen
percent (15%) limited partner ownership interest in the Developer
partnership;

(b) each one percent (1%) of limited partner ownership interest
will require a capital contribution commitment of $71,210.00, with
$6,300.00 for each 1% being payable in cash upon admission of the
Minority investors to the Developer partnership, and with the balance
being deferred and payable in monthly installments over the
following 15 months (approximately $4,327 per month for each 1% of
ownership); however, at the option of each of the Minority investors,
the Venture will advance the deferred capital contribution on behalf
of such Minority investor, to be repaid (with interest) to the Venture
out of one-half (1/2) of the net cash flow distributable to that
Minority investor;

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(c) the Minority investors will receive, in the aggregate (pro
rata on the basis of their respective ownership percentages), fifteen
percent (15%) of the Operator's Operating Income Allocation payable by
MSEA to the Developer under the Master Agreement, fifteen percent
(15%) of the Operator's Seat Use Allocation payable by MSEA to the
Developer under the Master Agreement, and fifteen percent (15%) of the
tax benefits of the Developer partnership; and

(d) the Minority investors shall not have any capital contribution
obligations to the Developer partnership other than the contribution
obligations described in subsection 2.1(b) above.

Section 2.2 The Venture's Actions. To accomplish the Minority equity
participation described in Section 2.1 above, the Venture has:

(a) subject to compliance with applicable federal, state and local
laws, established and structured a Minority investment group in order
to afford an opportunity for equity participation to a broad
cross-section of Minorities;

(b) with the assistance of the Developer's community and minority
affairs advisors, identified and contacted potential individual
Minority investors concerning an equity investment in the Arena
Project; and

(c) provided representation for the Minority equity investor group
(with each Minority group having a representative to the extent
possible) on the Developer's executive advisory committee for the
Arena Project, each of such Minority equity investor group
representatives to have equal status with all other members of such
executive advisory committee.

ARTICLE III

CONSTRUCTION CONTRACTS

Section 3.1 Goals. The Developer agrees to exert diligent, good
faith efforts to cause its general contractor to exert

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diligent, good faith efforts to award Construction Contracts representing a
percentage of the total contract price for construction of the Arena Project to
Minority Business Enterprises, as follows:

(a) seventeen percent (17%) of the total contract
price to Black Minority Business Enterprises;

(b) seventeen percent (17%) of the total contract
price to Hispanic Minority Business
Enterprises; and

Construction Contracts awarded to Black Female Minority Business
Enterprises may be counted toward satisfying either (but not both) of the goals
set forth in paragraphs (a) and (c) above, and Construction Contracts awarded
to Hispanic Female Minority Business Enterprises may be counted toward
satisfying either (but not both) of the goals set forth in paragraphs (b) and
(c) above.

Section 3.2 Developer's Obligations. In furtherance of the goals set
forth in Section 3.1 above, the diligent, good faith efforts of the Developer
and its general contractor shall include, but shall not necessarily be limited
to, the following:

(a) Designating specific construction trades which are more
suitable for competitive bidding among contractors who are Minority
Business Enterprises (herein sometimes called "Minority contractors")
and actively soliciting minority contractor interest.

(b) Encouraging joint ventures between local Minority contractors
and non-Minority contractors. In the event a contract is awarded to a
joint venture which includes

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a Minority contractor such contract shall be deemed a contract with a
Minority contractor to the extent of the Minority contractor's
beneficial ownership interest in the joint venture. For example, if a
contract for ten percent (10%) of the total construction contract
price is awarded to a joint venture that is fifty-one percent (51%)
owned by a Minority contractor, then such contract shall be deemed to
be a contract with a Minority contractor for five point one percent
(5.1%) of the total contract price.

(c) Encouraging the Developer's general contractor to use diligent
efforts (including utilizing the Overtown Jobs Program, the Miami
Minority Procurement Office, the Dade County Office of Minority
Business Development, or other appropriate agency, as a screening and
referral source) to hire Minorities from the neighborhoods having the
highest rate of unemployment consistent with the need to avoid
disruption due to labor disputes. Residency in a particular city,
county, state or region will not be a prerequisite to eligibility for
Minority participation in the development and construction of the
Arena Project; however, it is the goal that local Minorities (City of
Miami, Dade County and the State of Florida) will be given first
preference. In each instance in which the Developer's general
contractor has determined it to be necessary or advisable (due to the
particular requirements of the Arena Project) to procure materials,
supplies, equipment or laborers from Minority Business Enterprises
situated or residing outside Dade County, the Developer or its general
contractor will notify the Minority Committee (as provided for in
Article VII) of such actions, with a copy of such notice to be sent to
the City Commission of Miami.

(d) To the extent feasible, providing for small subcontracting
packages and establishing bidding procedures which are fair and
non-discriminatory in order to encourage bids from qualified Minority
Business Enterprises.

(e) Waiving bonding requirements for a qualified Minority Business
Enterprise if: (1) that Minority Business Enterprise otherwise meets
the requirements of the Developer as set forth in the request for
bids; (2) the waiving of the bonding requirement is necessary in order
for the bid to be competitive with non-Minority bids; and (3) there is
no other Minority Business Enterprise bidding on the same contract
that does not require a waiver of the bonding requirements.

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(f) As permitted by the Arena Project budget and consistent with
procedures to be established by MSEA and the Developer within one
hundred twenty (120) days following execution of this Agreement
(provided such procedures have been approved by a majority of the City
Commission of Miami), the Developer may award subcontracts to
qualified Minority Business Enterprises even if those Minority
Business Enterprises are not the lowest bidders for the particular
proposals.

(g) Negotiating cash draws upon completion of specific segments of
a subcontract or interim payments to a qualified Minority Business
Enterprise to which a subcontract has been awarded if: (1) the draws
or interim payments are necessary, in the opinion of the Developer, to
assist the Minority Business Enterprise in meeting any cash flow
requirements for the subcontracts; and (2) such Minority Business
Enterprise can provide the Developer with evidence required under the
contract with the Developer that the Minority Business Enterprise has
paid all subcontractors, materialmen and laborers performing work or
supplying material for the Minority Business Enterprise into the Arena
Project except for those entitled to claim under such draw or interim
payment.

(h) Through a representative of the Developer's general contractor,
advising Minority Business Enterprises who are bidding on contracts on
how to obtain discounts for the purchase of supplies or materials for
use on the Arena Project, to the degree such information is
available, so that the Minority Business Enterprise may bid
competitively on a contract.

(i) Assisting those Minority Business Enterprises who are awarded
contracts or subcontracts and who, in the Developer's judgment need
assistance, in the development of the managerial skills necessary to
coordinate their contract with the other contracts in the Arena
Project, utilizing the services of available community based Minority
business assistance programs such as the Overtown Jobs Program, the
Miami Minority Procurement Office, the Dade County Office of Minority
Business Development, or other appropriate agency.

(j) Encouraging the Developer's general contractor and
subcontractors to purchase materials, supplies and equipment for work
to be performed on the Arena Project from local Minority Business
Enterprises.

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(k) Advertising for bids in the Black and Hispanic media to
include newspaper publications and radio announcements.

(l) Adopting procedures (such as utilizing the Overtown Jobs
Program, the Miami Minority Procurement Office, the Dade County
Office of Minority Business Development, or other appropriate agency,
as a screening source) designed to insure that entities representing
themselves to the Developer and Developer's general contractor as
Minority Business Enterprises satisfy the requirements established by
this Agreement to be designated a Minority Business Enterprise.

Section 3.3 Arena Project Team. The Minority Participation Program
described in this Agreement evidences the mutual goal and agreement of MSEA,
the City and the Developer that no Minority Business Enterprise that submits a
qualified bid or proposal, or which is otherwise qualified to contract, for
providing goods, services and equipment required in connection with the
construction, maintenance and operation of the Arena Project shall be excluded
from consideration on the basis of race or national origin. MSEA, the City and
the Developer recognize that implementation of the Developer's Minority
Participation Program is to be consistent with the Arena Project budget and the
Developer's contractual commitment to MSEA to develop, construct and operate a
highly-specialized, complex facility within budgetary limitations and in
accordance with exacting specifications. To meet this commitment, the
Developer intends a free market approach to assembling a team of contractors,
subcontractors, suppliers, consultants, managers and employees capable of
developing, constructing and operating the Arena Project in a professional and
financially efficient manner.

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ARTICLE IV

CONSTRUCTION HIRING

Section 4.1 Goals. The Developer agrees to exert diligent, good faith
efforts to cause its general contractor to exert diligent good faith efforts to
fill a percentage of the construction jobs under Construction Contracts
for work on the Arena Project with Minorities, as follows:

(a) seventeen percent (17%) of all construction
jobs with Black employees;

(b) seventeen percent (17%) of all construction
jobs with Hispanic employees; and

Construction jobs filled by Black Female employees may be counted
toward satisfying either (but not both) of the goals set forth in paragraphs
(a) and (c) above, and construction jobs filled by Hispanic Female employees
may be counted toward satisfying either (but not both) of the goals set forth
in paragraphs (b) and (c) above.

Section 4.2 Developer's Obligations. In furtherance of the goals set
forth in Section 4.1 above, the diligent, good faith efforts of the Developer
and its general contractor shall include, but shall not necessarily be limited
to, the following:

(a) To the extent feasible and consistent with the need to avoid
disruption due to labor disputes, utilizing the

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Overtown Jobs Program, the Miami Minority Procurement Office, the Dade
County office of Minority Business Development, or other appropriate
agency, as a screening and referral source for construction
employment. After the subcontractors are selected, the Developer
shall inform the Overtown Jobs Program, the Miami Minority Procurement
Office, the Dade County Office of Minority Business Development, or
other appropriate agency, of the number of laborers needed for each
construction trade at least ten (10) days in advance of the work
commencement date, pursuant to procedures developed by the Developer
and the Overtown Jobs Program, the Miami Minority Procurement Office,
the Dade County Office of Minority Business Development, or other
appropriate agency.

(b) In the event laborers are to be replaced during the course of
construction, the Developer shall notify the Overtown Jobs Program,
the Miami Minority Procurement Office, the Dade County Office of
Minority Business Development, or other appropriate agency, for
assistance in identifying replacements. Referrals shall be made to
Developer within three (3) working days. The construction hiring goal
is not cumulative; therefore regardless of the turnover rate, the
hiring goal shall remain constant throughout the construction of the
Arena Project.

ARTICLE V

PROFESSIONAL SERVICE CONTRACTS

The Developer agrees to exert diligent, good faith efforts to hire
consultants and professional service firms that are either Minority Business
Enterprises or which have entered into joint ventures or subcontracts with
Minority Business Enterprises in connection with the development of the Arena
Project.

In furtherance of the goals set forth in this Article V, the Developer
has engaged the services of the following Minority firms for the Project:

(a) Jesse J. McCrary, Jr., Esq., is a Black male member of the
Florida Bar and provides legal services to the Developer.

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(b) Bob Simms Associates, Inc., of Miami, is a Black owned firm
and provides community and Minority affairs consultation and advice to
the Developer.

(c) Kimmberley L. Parker, Esq. is a Black Female member of the
Florida Bar. and provides legal services and Arena Project
development consultation to the Developer.

(d) Lagomasino, Vital & Associates, of Coral Gables, is an Hispanic
owned engineering firm and provides consulting services to the
Developer.

(e) San Martin Associates, Inc. of Miami, is an Hispanic Female
owned engineering firm and provides consulting services to the
Developer.

(f) Cruz-Stark Associates of Coral Gables is a Black owned
architectural firm and provides consulting services to the Developer.

ARTICLE VI

MANAGEMENT AND MAINTENANCE OPERATIONS

Section 6.1 Goals. The Developer agrees to exert diligent, good faith
efforts to cause the manager of the Arena Project to exert diligent, good faith
efforts to fill a percentage of the employment positions in the management and
maintenance operations of the Arena Project with Minorities, as follows:

(a) seventeen percent (17%) of all employment positions
with Black employees;

(b) seventeen percent (17%) of all employment positions
with Hispanic employees; and

Employment positions filled by Black Female employees may be counted
toward satisfying either (but not both) of the goals set forth in paragraphs
(a) and (c) above, and employment positions

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filled by Hispanic Female employees may be counted toward satisfying either
(but not both) of the goals set forth in paragraphs (b) and (c) above.

Section 6.2 Developer's Obligations. In furtherance of the goals set
forth in Section 6.1 above, the diligent, good faith efforts of the Developer
and its manager shall include, but shall not necessarily be limited to, the
following:

(a) Advertising in the local Minority media.

(b) Notifying employment agencies throughout Dade County of job
opportunities.

(c) Notifying the Overtown Jobs Program, the Miami Minority
Procurement Office, the Dade County Office of Minority Business
Development, or other appropriate agency, of job opportunities, and
utilizing the Overtown Jobs Program, the Miami Minority Procurement
Office, the Dade County Office of Minority Business Development, or
other appropriate agency, as a screening and referral source for
management and maintenance employment positions.

ARTICLE VII

MINORITY COMMITTEE

On or before one hundred twenty (120) days following the execution of
this Agreement, the Developer, in cooperation with MSEA and the City, will
establish and organize an ad hoc minority advisory and assistance committee
(the "Minority Committee") consisting of responsible representatives of
Minority and other community groups (such as an individual from the Overtown
Advisory Board) and government agencies. The Minority Committee shall have
eight (8) members, with the City Commission of Miami selecting five (5) members
of the Minority Committee [each City Commissioner

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selecting one (1) member] and the Developer selecting the remaining three (3)
members of the Minority Committee. From the date of this Agreement until the
Opening Date (as defined in the Master Agreement), the Developer will meet with
the Minority Committee on not less than on a quarterly basis. The purposes of
the Minority Committee will be to: (1) advise the Developer on additional means
and methods of accomplishing Developer's goals as set forth herein; (2) assist
the Developer in communicating information to the Minority community concerning
opportunities for Minority participation in the development, construction,
management and maintenance operations of the Arena Project; and (3) review on a
regular basis the Developer's report of its progress with its Minority
Participation Program.

The Minority Committee shall meet at the Developer's field office in
the City of Miami. Developer will maintain minutes of the Committee's meetings
at its field offices in Miami, and will make the same available for inspection
by MSEA, the City and the members of the Committee at such field office upon
reasonable notice and during regular business hours.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1 Florida and Local Laws Prevail. This Agreement shall be
governed by the laws of the State of Florida.

Section 8.2 Conflicts of Interest; MSEA, City Representatives and
Venturers Not Individually Liable. No member, official,

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representative, or employee of MSEA or the City (or the City Manager) shall
have any personal interest, direct or indirect, in this Agreement, nor shall
any such member, official, representative or employee participate in any
decision relating to this Agreement which affects his or her personal interest
in any corporation, partnership or association in which he or she is, directly
or indirectly, interested. No member, official, representative or employee of
MSEA or the City (or the City Manager) shall be personally liable to the
Developer or any successor in interest to the Developer, in the event of any
default or breach by MSEA or the City (or the City Manager), or for any amount
which may become due to the Developer or its successor in interest, or on any
obligations of MSEA or the City under the terms of this Agreement. No venturer
of the Venture, and no partner of Decoma, and no officer, director,
shareholder, partner or employee of any of such venturers, the Venture or
Decoma, shall be personally liable to MSEA or the City in the event of any
default or breach hereunder by the Developer, or for any amount which may
become due to MSEA or the City, or on any obligation of the Developer under
the terms of this Agreement.

Section 8.3 Notice. A notice or communication under this Agreement by
any party hereto to the other parties hereto shall be in writing and shall be
sufficiently given or delivered if dispatched by registered or certified
mail, postage prepaid, return receipt requested or given by hand or other
actual delivery to such party; and

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(a) Developer. In the case of a notice or communication to the
Developer, if addressed as follows:

C. Dean Patrinely, President
BIL Development, Inc.
1400 Sage Plaza at 5151 San Felipe
Houston, Texas 77056

With a copy
to: James B. Rylander, Esq.
Vinson & Elkins
3300 First City Tower
1001 Fannin
Houston, Texas 77002-6760

From and after the Opening Date of the Arena Project, copies of any
notice to the Developer also shall be forwarded to:

HSA Management, Inc.
8700 Kirby
Houston, Texas 77054
Attn: Mr. Neal Gunn

Arena Manager
Miami Arena
Miami, Florida 33131

Denis Clive Braham, Esq.
Dow, Cogburn A Friedman
2300 Nine Greenway Plaza
Houston, Texas 77046

(b) MSEA. In the case of a notice or communication to MSEA, if
addressed as follows:

Executive Director
The Miami Sports and Exhibition Authority
300 Biscayne Blvd. Way, Suite 1120
Miami, Florida 33131

City of Miami, City Manager
3500 Pan American Drive
Miami, Florida 33133

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With a copy
to: City Attorney
City of Miami
Alfred I. DuPont Building
169 E. Flagler Street, Suite 1101
Miami, Florida 33131

or if such notice is addressed in such other way in respect to any of the
foregoing parties as that party may, from time to time, designate in writing,
dispatched as provided in this Section 8.3. In the case of any notice or
communication to any of the parties hereto by any other party hereto, a copy of
such notice or communication also shall be given or delivered in the manner
herein provided to:

The City Commission of Miami
3500 Pan American Drive
Miami, Florida 33133

Section 8.4 Titles of Articles and Sections. Any titles of the
several parts, Articles and Sections of this Agreement are inserted for
convenience of reference only and shall be disregarded in construing or
interpreting any of its provisions.

Section 8.5 Successors and Assigns. Except to the extent limited
elsewhere in the Lease and/or the Master Agreement, all of the covenants,
conditions and obligations contained in this Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of MSEA, the
City and the Developer.

Section 8.6 Counterparts. This Agreement is executed in six (6)
counterparts, each of which shall be deemed an original, and such counterparts
shall together constitute one and the same instrument.

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Section 8.7 Records. The Developer shall maintain at its field office
in the City of Miami records to enable MSEA and the City to monitor the
Developer's performance under this Agreement and will permit MSEA and/or the
City to inspect such records at such office upon reasonable notice and during
regular business hours.

Section 8.8 Estoppel Certificates. MSEA, the City and the Developer
shall at any time and from time to time, within thirty (30) days after written
request by any other party hereto, execute, acknowledge and deliver to the
party which has requested the same or to any prospective leasehold mortgagee,
assignee or transferee designated by the Developer, a certificate stating: (1)
this Agreement is in full force and effect, and has not been modified or
amended in any way, or if there have been modifications, identifying such
modification agreement, and if this Agreement is not in full force and effect,
the certificate shall so state; (2) this Agreement as modified represents the
entire agreement between the parties, or, if it does not, the certificate
should so state; (3) the dates on which this Agreement took effect and if
applicable, terminated; and (4) all conditions under this Agreement by MSEA,
the City or the Developer, as the case may be, have been satisfied and, as of
the date of such certificate, there are no defaults by MSEA, the City or the
Developer, as the case may be or if such conditions have not been satisfied or
if a party is in default, the certificate should so state. The party to whom

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any such certificate shall be issued may rely on the matters therein set forth
and thereafter the party issuing the same shall be estopped from denying the
veracity or accuracy of the same. Any certificate required to be made by the
City pursuant to this paragraph may be made on its behalf by the City Manager,
and any certificate required to be made by MSEA pursuant to this paragraph may
be made on its behalf by the Executive Director of MSEA.

ARTICLE IX

DISPUTES

If a dispute shall arise between MSEA, the City and the Developer
under this Agreement including, but not limited to, whether or not the
Developer has made diligent, good faith efforts to meet the goals set forth
herein, then in lieu of other remedies or causes of action, such dispute shall
be resolved by an arbitrator selected according to the procedures of the
American Arbitration Association (the "Arbitrator"). The arbitration shall be
conducted in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. If the Arbitrator shall determine that the Developer
has failed to make diligent, good faith efforts to meet the goals set forth
herein, the Arbitrator shall award monetary damages, if any, to MSEA and the
City in such amounts as the Arbitrator determines to be appropriate,
considering the nature, extent and wilfulness of Developer's failure, but in no
event shall the total amount of any such awards exceed $500.00 per day for the
first forty-five (45) days of the

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period of duration of such failure by the Developer, and $1,000.00 per day for
the remaining period of duration of such failure by the Developer. The
Developer shall have sixty (60) days after the Arbitrator's award and prior to
the effective date of the damage award in which to cure such failure, and
thereby avoid the payment of the damage award. The Arbitrator may award the
costs of the arbitration proceeding, including reasonable attorneys fees,
against the unsuccessful party to the arbitration. An Arbitrator's decision
shall be final and binding upon the parties and enforceable in a court of
competent jurisdiction. MSEA, the City and Developer agree that it would be
difficult and speculative to attempt to ascertain the exact nature and amount
of damages that might be suffered by MSEA and/or the City if the Developer
failed to make diligent, good faith efforts to meet the goals set forth herein,
and that the provisions of this Article IX for the award of monetary damages by
an Arbitrator in such event is reasonable and is intended as a liquidation of
all such damages to the amounts herein provided.

The decision of the Arbitrator in a proceeding brought under this
provision shall not prevent MSEA and/or the City from bringing further
proceedings under this provision arising from a continuing or different failure
by the Developer to use diligent, good faith efforts to achieve the goals set
forth herein; provided, however the Arbitrator shall not make more than one
award under this provision for the Developer's failure to use

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diligent, good faith efforts arising from a particular set of facts.

Any amounts payable by the Developer under this Article IX shall be
paid by the Developer and shall not be or become operating Expenses or Project
Costs under the Master Agreement.

IN WITNESS WHEREOF, DECOMA MIAMI ASSOCIATES, LTD. has caused this
Agreement to be signed in its name by Decoma, its sole general partner, acting
by and through The Decoma Venture, the sole general partner of Decoma, and THE
MIAMI SPORTS AND EXHIBITION AUTHORITY has caused this Agreement to be signed in
its name by Lawrence O. Turner, Jr., its Chairman, and the CITY COMMISSION OF
MIAMI has caused this Agreement to be signed by Cesar B. Odio, the City
Manager, and duly attested to by Matty Hirai, the City Clerk, on the day and
year first hereinabove written.

DECOMA MIAMI ASSOCIATES, LTD.

By: Decoma, Ltd., its general partner

By: Decoma Venture, its sole general partner

By: BIL Development, Inc.,
Managing Venturer

By:
---------------------------
C. Dean Patrinely
President

[signatures continued on following page]

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MIAMI SPORTS AND EXHIBITION AUTHORITY

By:
----------------------------------
Lawrence O. Turner, Jr.
Chairman

APPROVED AS TO FORM
AND CORRECTNESS:

-------------------------------------
Robert Sechen
Blackwell, Walker, Fascell & Hoehl
Counsel to Miami Sports and Exhibition Authority

THE CITY OF MIAMI, A MUNICIPAL
CORPORATION OF THE STATE OF FLORIDA

By:
---------------------------------
Cesar H. Odio
City Manager

ATTEST:

--------------------------
Matty Hirai, City Clerk

APPROVED AS TO FORM
AND CORRECTNESS:

---------------------------
Name:
----------------------

Title:
---------------------

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EXHIBIT B

GENERAL DESCRIPTION OF WORK

B.1 DEVELOPMENT WORK. To the extent necessary to complete the development
of the Arena in accordance with the Project Construction Program the
Plans and Specifications and the Construction Contract, the
Development Work shall consist of the following:

B.1.1 Performance of feasibility studies, business projections,
marketing studies, and other preliminary investigations for
the Project and the incurring of certain start up costs in
connection with such investigations.

B.1.2 Consultation and analysis regarding financing of the Project
and coordination with financing sources.

B.1.3 Payment of the Private Capital Costs.

B.1.4 Coordination of the Project's compliance with all federal,
state, and local affirmative action and minority employment
and investment requirements.

B.1.5 Consultation and coordination with Owner or the Owner
Representative regarding acquisition of the Project Land and
the availability, selection and procurement of materials and
equipment used in constructing the Arena.

B.1.6 Negotiation and execution of all contracts for, or related to,
the Premises or any part thereof.

B.1.7 Retaining legal counsel for the Arena, negotiation of
contracts for the performance of the Work, analysis,
consultation and coordination of all insurance programs.

B.1.8 Coordination of all advertising, promotional activities, and
public relations for the

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Arena, and the negotiation and execution of all contracts
related thereto.

B.1.9 Analysis, consultation, and coordination of compliance with
Development of Regional Impact Regulations and all planning,
zoning, platting, and other federal, state, and local
governmental requirements regulating the development and
construction of the Arena.

B.1.10 Retaining architects and engineers to perform the design and
engineering services to describe the Project in detail
including preparation of the plans and specifications
necessary to construct and make operational the Arena.

B.1.11 Coordination of the efforts of all parties involved in the
construction and development of the Arena and establishing and
maintaining consistent procedures for cost estimating,
reporting, control and schedule preparation. Such services to
be performed by operator shall include the following:

B.1.11.1 Attached to this Exhibit B as Schedule 1 is a
broad-scale program. Such program attached to
this Exhibit B as Schedule 1, as the same may
be amended in accordance with Exhibit D.6.2, is
herein called the Project Construction Program.
The budget included in the Project Construction
Program, as the same may be amended in
accordance with D.6.1, is herein called the
Project Budget. Attached to this Exhibit B as
Schedule 2 is the initial operating expense
budget for the first year following the opening
Date; such budget as may be amended in
accordance with D.6.1 is herein called the
Initial Operating Expense Budget. Such budget
estimates those expenses that are

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to be incurred in the management and operation
of the Arena; however, such budget does not
cover nor does it estimate Event-Related
Expenses.

B.1.11.2 Plan, coordinate and administer the Project
Construction Program on behalf of Owner with
the general contractor under the Construction
Contract.

B.1.11.3 Coordinate and manage the work of all
affiliates of Operator and all contractors
performing work on the Arena, in accordance
with the Project Construction Program the Plans
and Specifications and the Construction
Contract.

B.1.11.4 Prepare (i) monthly progress reports by a date
to be agreed upon by Owner and Operator, ii)
construction schedules, estimates of monthly
cash requirements and progress payments to all
parties (in this Exhibit B such parties are
called "contractors") performing work in
connection with the Project including Operator.

B.1.11.5 Monitor actual and projected costs of
construction and development; advise Owner as
projected costs exceed the Project Budget or
estimates.

B.1.11.6 Cause necessary or desirable changes in the
Project Construction Program to conform the
Project to the Project Budget, all in
accordance with Exhibit D.6.

B.1.11.7 Coordinate with Owner and all financing sources
the payments to Operator and all contractors.

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B.1.11.8 Provide necessary marketing and promotional
office and field office services, supplies and
related equipment and transportation required
for efficient development of the Project.

B.1.11.9 Prepare change orders for all contracts
relating to the Project, analyze claims of
construction contractors and maintain necessary
field records reflecting approved construction
changes.

B.1.11.10 Conduct such inspections and tests as Operator
may determine of all aspects of the Project.

B.1.11.11 Furnish all services, personnel, materials,
tools, machinery, equipment and other items
necessary to accomplish the foregoing
requirements of this Paragraph B.1.11

B.1.11.12 Do whatever else may be appropriate or
necessary to develop the Project in accordance
with the provisions of this Contract.

B.2 CONSTRUCTION WORK. To the extent necessary to complete the
construction of the Arena in accordance with the Project Construction
Program the Plans and Specifications and the Construction Contract,
the Construction Work shall consist of the following:

B.2.1 Supply, construction and installation on the Project Land of
the Arena in accordance with this Contract and the Plans and
Specifications.

B.2.2 Furnishing of all materials, supplies, equipment, tools,
labor, supervision, utilities, transportation and other
materials and services as and when required to perform the
portion of the Construction Work described in Paragraph B.2.1
above.

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B.3 OPERATING WORK. To the extent necessary to manage and operate the
Arena in accordance with this Contract, the Operating Work shall
consist of the following:

B.3.1 Management and operation of the Arena and contracting for its
use during the Term in a manner that will promote and further
the purposes for which the Arena is to be constructed, as set
forth in Exhibit D.5.2.1.

B.3.2 Retaining legal counsel for the Arena and analysis,
consultation and coordination of all insurance programs.

B.3.3 Negotiation, execution and performance of contracts, use
agreements, licenses and other agreements (a) with persons or
entities who desire to schedule events, performances,
telecasts, broadcasts or other transmissions in, from or to
the Premises or who desire otherwise to use the Premises or
any part thereof or (b) that otherwise pertain to the use,
operation and occupancy of the Premises or any part thereof.

B.3.4 Coordination of all advertising, licensing, promotional
activities, marketing, and public relations for the Arena.

B.3.5 Negotiation, execution and performance of contracts, use
agreements, licenses and other agreements (a) for the use of
advertising space for the Premises or any part thereof and
all advertising rights of whatever kind or nature related
thereto or (b) for the sale, promotion, marketing and use of
all names, trademarks, tradenames, logos and similar
intangible property relating to the Premises or any part
thereof.

B.3.6 Operation of concessions at and for the Premises for the sale
of food, beverages, souvenirs, novelties and programs and
including, but not limited to, the operation of clubs and
restaurants.

B.3.7 Coordination of the efforts of all parties involved in the
operation of the Arena and

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establishing and maintaining consistent procedures for cost
estimating, reporting and control, performance schedule
preparation and maintenance and payment of invoices. Such
services to be performed by Operator shall include the
following:

B.3.7.1 On or before the first of each Operating Year
Operator shall prepare and submit to Owner a budget
for review and informational purposes only,
describing the estimated revenues and estimated
expenses expected to be received and incurred in
implementing a broad-scale program covering the
management and operation of the Arena for the coming
Operating Year, recognizing that the operation of the
Premises is unique to the exhibition, entertainment
and sports industry in general and that any program
or budgetary estimates are by their nature
susceptible to change, variation and amendment for
which Operator shall have no liability except as
specifically provided in Exhibit C.2.2.1(c).

B.3.7.2 At least ninety (90) days before the commencement of
each Regular Budgeted Year and each Special Budgeted
Year, Operator shall submit to Owner for Owner's
review and approval an Operating Expense budget
setting forth an estimate of the Operating Expenses
that Operator estimates will be incurred during such
Operating Year.

Recognizing that the operation of the Premises is
unique to the exhibition, entertainment and sports
industry in general and that any budgetary estimates
are by their nature susceptible to change,

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variation and amendment, Operator shall have no
liability for failure to meet or comply with the
Approved Operating Expense Budget except for that
liability specifically provided for in Exhibit
C.2.2.1(c) for certain Operating Expenses in excess
of those set forth in the Operating Expense Budget.

B.3.7.3 Plan, coordinate and administer operation of the
Premises.

B.3.7.4 Coordinate the work of all parties performing work in
connection with the operation of the Arena.

B.3.7.5 Monitor actual and projected costs of operation and
advise Owner as projected costs exceed the estimates
set forth in the budgets submitted pursuant to
Paragraph B.3.7.1 and B.3.7.2.

B.3.7.6 Make payment of the Operating Expenses in accordance
with the provisions of Exhibit C.2.2.1.

B.3.7.7 Furnish all services, personnel, materials, tools,
machinery, equipment and other items necessary to
accomplish the foregoing requirements of this
Paragraph B.3.7.

B.3.8 Preventative maintenance of the Premises and all machinery, equipment
and facilities pertaining thereto or made a part thereof in accordance
with Exhibit D.5.2.2.

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SCHEDULE I TO EXHIBIT B

PROJECT CONSTRUCTION PROGRAM

This Project Construction Program consists of (i) the Project Budget,
(ii) Project Schedule, (iii) Pre-opening Operating Program and (iv) form of
Request for Payment of Project costs, a copy of each of which is attached to
this Schedule 1.

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Attachment 1 to Schedule 1 to Exhibit B

MIAMI ARENA
PROJECT BUDGET

[Download Table]

$ (000)
-------

1. Land Acquisition (City estimate) $ 2,463
2. GMAX Contract 32,517
Base Arena Cost @ 16.590 seats and $29,317
selected site costs, including:

- Graphics
- Demolition
- Utilities (uses County chilled water)
- Landscaping
- Arts in public places

Builders Risk Insurance Premium (Florida) 400
Chilled Water Piping Charge (Dade Co.) 500
Furnishings, Fixtures and Equipment 2,300
---------------------------------------------------
32,517

3. Non GMAX Contract Site Costs 275

- DRI, MUSP, (legal, traffic analyses, 275
engineering, printing, etc. for
various reports and meetings) Plat,
Zoning, etc.
- DRI Impact Contingency 0
---------------------------------------------------

$ 275
4. Architecture/Engineering 3,200

5. Insurance/Legal/MBE 1,373
Minority Programs $ 55
Decoma Venture Legal 550
(V&E, GTA, BC, others)
Title; A/E Errors/omissions Insurance 418
(Florida)

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Attachment 1 to Schedule 1 to Exhibit B
(continued)

[Download Table]

$ (000)
-------

Decoma Non-Public Reimb. Capital Costs 350
(Pre March 28, 1985 costs for legal and
consulting fees, printing, models, design,
engineering studies, specialty consultants,
travel accommodations, clerical expenses,
telephone, delivery, computer analysis,
software, etc., lump sum)

--------------------------------------------------
$ 1,375

6. Financing Costs (net): 12/27/85 MSEA Bond $6,979

Reserve Fund $ 3,375
Const. Period i% (MSEA/Shearson estimate) 4,100
Fees 132
Discount 522
LOC Fees 1,059
Reserve Funds 1,400
Arbitrage earnings (MSEA/Shearson estimate)(3,609)
-------------------------------------------------
Net Financing Cost $ 6,979

7. Pre-Operating/Marketing Expenses 822

Pre-Opening Expenses 407
Marketing Expenses 95
MSEA oversight and legal expenses 320

B. Decoma General/Administrative 2,693

Decoma Direct and Indirect Costs $ 1,175
Decoma Development Fee 1,518
-------------------------------------------------
$ 2,693

9. Contractor's reserve for NBA delivery date overtime 300
-----------------------------------------------------------

TOTAL ARENA PROJECT COST, $50,622
(net of reserve fund interest earnings)

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SOURCES AND USE OF CAPITAL

[Download Table]

$ (000)
SOURCES ------

I. Private Capital

A. Miami Decoma Associates Ltd $7,121

1. Decoma Venture $ 5,026
2. Minority Ltd. Partnership 95
3. Concessionaire 2,000

-----------------------------------------------------------

Subtotal $7,121

II. Public Capital

A. MSEA Bond Proceeds/CDT Cash $43,498

B. Interest earned on bond funds $ 3,609

-----------------------------------------------------------

Subtotal $47,110
TOTAL SOURCES $54,231

Project Budget (net of $50,622
Interest earnings)
[ = $3,6091]

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[Download Table]

$ (000)
--------

USES

I. Private Capital $ 7,121
GMAX Construction Contract $6,771
Decoma Non-Public Reimb. Costs 350
------
$7,121

11. Public Capital

All Other Project Costs 47,110

--------------------------------------------------------------------

TOTAL USES $54,231
=======

Project Budget (net of $50,622
interest earning)
[ = $3,609]

B(I) - 5

EX-10.7 54th Page of 203 TOC 1st Previous Next ↓Bottom Just 54th
Attachment 2 to Schedule 1 to Exhibit B

PROJECT SCHEDULE

LIMBECH CONSTRUCTION

MIAMI ARENA
Miami, Florida
Construction Schedule
24-Sep-86

[GRAPH]

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[GRAPH]

Owner and Operator acknowledge that the time periods set forth herein are
estimates and that there is no guaranty that the designated events will occur
as estimated. Events of force majeure, change orders and delays in permitting,
land acquisition and other matters will require that Owner and Operator be
flexible in modifying this Schedule to accomplish such parties' mutual goal of
opening the Arena to the public as soon as practicable and reasonably possible.

B(1) - 7

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Attachment 3 to Schedule 1 Exhibit B

PRE-OPENING OPERATING PROGRAM

The following schedule indicates the anticipated staffing, marketing
and pre-opening matters that need to occur prior to Opening Date, the costs
of which will be Project Costs.

General Manager - hire a general Manager 12 months $ 70,000
out from the completion of the project. This person would
be needed this soon in order that he can get to know the
community, its leaders, media, etc., understand the building
and its design, begin booking the facility, etc.

Operations Manager - brought on 9 months before facility is $ 20,000
open in order that he can be familiar with all the mechanical,
electrical, equipment, etc.

Marketing and Public Relations Manager - brought on at same $ 20,000
time as Operations Manager. This would give the individual,
if not local, an opportunity to establish relationships with
the community, media, etc., and work towards the opening
dedication ceremonies of the facility.

Secretary - secretary for the General Manager at the $ 18,000
time of the General Manager's hiring.

Office space, telephone, travel expenses, Pre-Opening $ 65,000
Program, General Manager, moving/relocation costs.

Start-up staffing and training $ 75,000

Working Capital $138,600

Pre-Opening Marketing Costs $ 95,000

Allocation for MSEA Oversight, Legal Marketing and $320,000
Management Assistant (including legal, financial
management services and NBA Exhibition game cost)
----------------------------------------------------------------------------
TOTAL $821,600

B(1) - 8

EX-10.7 57th Page of 203 TOC 1st Previous Next ↓Bottom Just 57th
EXHIBIT "B"

REQUEST FOR PAYMENT
-------------------

TO: Miami Sports and Exhibition Authority

-------------------------------------
Miami, Florida
---------

Attention:
--------------------------

RE: Miami Arena Contract ("Arena Contract") dated
, 1986, by and between Miami Sports and
Exhibition Authority ("Owner") and Decoma Miami
Associates, Ltd. ("Operator")

Gentlemen:

Reference is hereby made to the captioned Arena Contract. All terms
used herein and not otherwise defined herein shall have the same meaning
ascribed to such terms in the Contract.

Request is hereby made by the undersigned for the following:

Payment to Operator of the amounts specified in Schedule 1
attached hereto. Operator hereby certifies that such costs have been
incurred by Operator in accordance with the Project Budget and that the
same are properly due and owing to Operator.

The portion of the Budgeted Project Cost that is attributable to
the period of time covered by this Request for Payment is $ .
---------------

DECOMA MIAMI ASSOCIATESI LTD.

By: Decoma Ltd., its general partner

By: Decoma Venture, its sole general
partner

By: BIL Development, Inc., Managing
Venturer

By:
-----------------------------
Name: C. Dean Patrinely
Title: President

Date:
---------------------------

EX-10.7 58th Page of 203 TOC 1st Previous Next ↓Bottom Just 58th
SCHEDULE 2 TO EXHIBIT B
INITIAL OPERATING EXPENSE BUDGET*
**

[Download Table]

$/Year
--------

Utilities $559,000
Repair/Maintenance 175,000
Advertising/Promotion 100,000
(1) Travel $ 30,000
(2) Sales Aids 40,000
(3) Ad Sched 30,000
Insurance 387,000

General Administrative
General Manager 65,000
Deputy Manager 40,000
Executive Secretary 20,000
Marketing Manager 35,000
Asst. Marketing Manager 30,000
Bookkeeper 25,000
(3) Account Clerks ($17,000) 51,000
Auxiliary Section/Rec/PBX 14,000
Receptionist/PBX 15,000
Operations Manager 37,500
Assistant Operations Manager 30,000
Engineer 27,500
Assistant Engineer 22,500
Engineer Helper 18,000
(8) Labor ($15,000) 120,000
Box Office Manager 30,000
Finance Manager 35,000
Assistant Box Office Manager 22,500
(2) Cashier ($15,000) 30,000
Secretary 15,000

Sub-Total 683,000
Benefits (25%) 170,750
$853,750
Real Estate Taxes (non City) 0
Block 44/57 Lease 300,000
Reserve For Repairs 50,000
Other Miscellaneous Costs 57,000
Fixed Operating Payment 275,000
Variable Operating Payment (per formula)
NBA Staffing and Box Office (per NBA agreement)
NBA Inducements (per NBA agreement)

*This budget estimates those expenses that are to be incurred in the management
and operation of the Arena; however, it does not cover Event-Related Expenses.
Moreover, Operator and Owner acknowledge that the operation of the Premises is
unique to the exhibition, entertainment and sports industry in general and that
any program or budgetary estimates are by their nature susceptible to change,
variation and amendment.
** In addition to these expenses, in the first Operating Year, $300,000 shall
be paid out of the Maintenance Account to create a Working Capital Fund.

8/25/86

B(2) - 1

EX-10.7 59th Page of 203 TOC 1st Previous Next ↓Bottom Just 59th
EXHIBIT C

PAYMENTS/INCOME ALLOCATION

C.1 DEVELOPMENT AND CONSTRUCTION OF THE ARENA. Owner shall pay
all Public Capital Costs and Operator shall pay all Private Capital
Costs. The Public Capital Costs incurred by Operator shall be paid to
Operator by Owner in accordance with the procedure set forth in C.1.1,
1.2, 1.3 and 1.4 below.

C.1.1. Contemporaneously with execution of the Construction
Contract and delivery to Owner of the Construction Performance
Bond, Owner shall pay Operator forty percent (40%) of the
Development Fee; forty-five percent of the Development Fee
shall be paid in equal monthly installments over the next
fourteen (14) months and the remainder thereof shall be paid
on the Opening Date.

C.1.2. On or before the 5th calendar day of each calendar month
during performance of the Development Work and Construction
Work, operator shall submit to Owner a request for payment
("Request for Payment") for work performed during the
immediately preceding calendar month. Each Request for Payment
shall set forth the actual costs incurred to such date in
comparison to that part of the Budgeted Project Cost that is
attributable to the period of time covered by such Request for
Payment. Each Request for Payment shall contain such
certifications from Operator as reasonably requested by Owner.
Payments of Project Costs related to the Construction Contract
shall be made in accordance with the procedure set forth in the
Construction Funding Agreement attached hereto as Exhibit J.6

C.1.3. Within five (5) calendar days after receipt of each Request for
Payment, Owner shall pay to Operator, or if requested by
Operator, wire transfer to a bank account designated by

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EX-10.7 60th Page of 203 TOC 1st Previous Next ↓Bottom Just 60th

exists an Operating Loss at anytime during an
Operating Year, Operator shall deliver written
notice thereof to Owner and if there are adequate
funds therefor in the Maintenance Account, Owner
shall, within three (3) days after receipt of such
notice, pay to Operator out of the Maintenance
Account an amount of money equal to such Operating
Loss. To the extent funds are not available in the
Maintenance Account to pay Operating Losses, then to
the extent there are adequate funds in the
Replacement Fund, Operator shall pay for Operating
Losses out of the Replacement Fund. To the extent
there exists an Operating Loss and there are no
funds remaining in the Maintenance Account and the
Replacement Fund, then (i) owner is and shall be
obligated to provide to Operator within fifteen (15)
days after demand therefor an amount of money equal
to 86% of such Operating Losses and (ii) Operator
shall pay for 14% of such Operating Losses.

(b) To the extent that there are adequate funds
available in the Replacement Fund, Operator shall
use such funds to pay any Extraordinary Replacement
and Repair Expenses for which insurance proceeds are
not available. To the extent thereafter that there
are not adequate funds available in the Replacement
Fund but there are adequate funds available
therefor in the Maintenance Account, Owner shall,
within three (3) days after receipt of a notice
from Operator requesting such funds, pay to Operator
out of the Maintenance Account an amount equal to
the

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amount needed to pay any Extraordinary Replacement
and Repair Expenses for which insurance proceeds are
not available. To the extent that there are not
adequate funds in the Replacement Fund or the
Maintenance Account to pay Extraordinary Replacement
and Repair Expenses, Owner is and shall be obligated
to provide such funds to Operator within fifteen (15)
days after demand therefor. Operator shall have no
obligation to provide any funds for Extraordinary
Replacement and Repair Expenses.

To the extent that insurance and warranty proceeds
may be available to pay any Extraordinary
Replacement and Repair Expenses, Operator shall
diligently pursue collection thereof. If any such
proceeds are collected by Operator after Owner has
already provided Operator with funds to pay for the
same expenses then such proceeds shall be paid to
Owner to the extent, if any, that it is necessary to
result in Owner paying only that part of
Extraordinary Replacement and Repair Expenses that
exceeds such insurance and warranty proceeds.

(c) Notwithstanding the provisions of Exhibit
C.2.2.1(a) to the contrary and unless such excess
costs arise out of an event of force majeure, Owner
shall have no obligation to pay, and Operator shall
not be entitled to draw funds out of the Maintenance
Account or the Replacement Fund to pay: (i) The
amount by which the Operating Expenses incurred by
Operator during the first operating Year

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EX-10.7 62nd Page of 203 TOC 1st Previous Next ↓Bottom Just 62nd
(other than the cost of utilities, insurance, taxes,
extraordinary legal costs, NBA staffing and box
office and NBA inducements (if any), Block 44 and 57
Annual Payment, Annual Replacement Fund Payment and
Operating Payment) exceed the sum of the Operating
Expenses (other than the cost of utilities,
insurance, taxes, extraordinary legal costs, NBA
staffing and box office and NBA inducements (if
any), Block 44 and 57 Annual Payment, Annual
Replacement Fund Payment and Operating Payment) set
forth in the Initial Operating Expense Budget (as
escalated to meet the obligations of Operator to
third parties under contracts that have been
approved by Owner and to meet unforeseen
emergencies) plus fifteen percent (15%); (ii) the
amount by which the Operating Expenses incurred by
Operator during each Regular Budgeted Year and each
Special Budgeted Year (other than the cost of
utilities, insurance, taxes, extraordinary legal
costs, NBA staffing and box office and NBA
inducements (if any), Block 44 and 57 Annual
Payment, Annual Replacement Fund Payment and
operating Payment) exceed the sum of the operating
Expenses (other than the cost of utilities,
insurance, taxes, extraordinary legal costs, NBA
staffing and box office and NBA inducements (if
any), Block 44 and 57 Annual Payment, Annual
Replacement Fund Payment and Operating Payment) set
forth in the Approved Operating Expense Budget for
such Operating Year (as escalated to meet the
obligations of Operator to third parties under

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EX-10.7 63rd Page of 203 TOC 1st Previous Next ↓Bottom Just 63rd
contracts that have been approved by Owner and to
meet unforeseen emergencies) plus fifteen percent
(15%). To the extent the Operating Income for such
Operating Year is not adequate to pay such costs,
Operator shall pay the excess costs described in the
preceding subparagraphs (i) and (ii) that do not
arise out of an event of force majeure and/or are
not in the reasonable judgment of Owner offset by
savings, if any, that may have been realized during
such Operating Year in costs for utilities,
insurance, taxes, extraordinary legal costs, NBA
staffing and box office and NBA inducements.

(d) Notwithstanding the provisions of Exhibit
C.2.2.1(a) to the contrary, if at anytime prior to
the end of an Operating Year the Operating Expenses
incurred to such date exceed the amount of working
capital, if any, then available plus the Operating
Income received to the same date during such
Operating Year, then the provisions of this Exhibit
C.2.2.1(d) shall be followed in order to fund such
cash deficit. First, within three (3) days after
receipt of a notice requesting such funds and to the
extent the amount of funds thus far paid out of the
Maintenance Account during such Operating Year to pay
cash deficits does not exceed $500,000, then Owner
shall pay to operator out of the Maintenance Account
an amount equal to such cash deficits. If during an
Operating Year Owner has paid more than $500,000 out
of the Maintenance Account to pay cash deficits for
such operating Year

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EX-10.7 64th Page of 203 TOC 1st Previous Next ↓Bottom Just 64th
and it is necessary to have additional funds to pay
for additional cash deficits during such Operating
Year and provided the amount of Seat Use Revenues
used to pay cash deficits shall never exceed the
balance in the Maintenance Account, Operator shall
use the Seat Use Revenues that have not been paid
out to Owner and Operator pursuant to Exhibit
C.2.1 to fund such cash deficits. If such Seat Use
Revenues are insufficient to pay such cash deficits
or if the balance in the Maintenance Account does not
exceed the amount of Seat Use Revenues used during
such Operating Year to pay cash deficits, then any
remaining funds needed during such Operating Year to
pay cash deficits shall be paid in accordance with
the procedure set forth in Exhibit C.2.2.1(a) as if
cash deficits were Operating Losses. That is, all
funds remaining in the Maintenance Account and the
Replacement Fund shall be used to pay such cash
deficits and when there are no funds in the
Maintenance Account and the Replacement Fund, Owner
and Operator shall pay 86% and 14% respectively, of
such cash deficits.

C.2.2.2 Allocation of Net Operating Income.

(a) Within ninety (90) days after the end of each
Operating Year, Operator shall be responsible for
paying, and shall pay, such payment to be
provisional and subject to adjustment based upon a
final audit, out of the Net Operating Income for
such Operating Year (i) subject to the remaining
provisions of this Exhibit C.2.2.2, to

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EX-10.7 65th Page of 203 TOC 1st Previous Next ↓Bottom Just 65th
attempt to cure any Owner Default. If Owner has
used any of its own funds to pay for those specific
Operating Expenses that pursuant to Exhibit C.2.2.1
(a) (ii) and (c) are to be paid by Operator or to
cure or attempt to cure any Operator Default after
Final Notice and has not been reimbursed such
amounts, then Operator shall be obligated to repay
such amounts to Owner on demand together with
interest thereon at the rate of Prime plus 2 1/2%
per annum, from the date of its expenditure until
paid to Owner. In addition to all rights and
remedies available at law or equity to collect such
amounts from Operator but subject to the limitations
set forth in this Contract, Owner shall be entitled
to receive out of Operator's Operating Income
Allocation and Operator's Seat Use Allocation the
amount of money so expended by Owner together with
interest thereon at the rate of Prime plus two and
one-half percent (2 1/2%) per annum from the date of
its expenditure until paid to Owner. Operator
acknowledges that Owner has no obligation to use any
of Owner's own funds to pay for those specific
Operating Expenses that pursuant to Exhibit
C.2.2.1(a)(ii) and (c) are to be paid by Operator
or to cure or attempt to cure any Operator Default.

(c) If during an Operating Year any Seat Use
Revenues are used to pay cash deficits in accordance
with Exhibit C.2.2.1(d), then at the end of such
Operating Year, Owner shall pay out of the
Maintenance Account to Owner and Operator the
portion of Owner's Seat Use Allocation and

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Operator's Seat Use Allocation, respectively, that
were used during such Operating Year to pay for cash
deficits. To the extent the funds in the
Maintenance Account are insufficient to pay such
Seat Use Revenues, then the balance of such Seat
Use Revenues shall be paid in accordance with the
provisions of Exhibit C.2.2.1(a) with such Seat Use
Revenues being paid in the same manner that
Operating Losses are paid and with Owner and
Operator receiving an amount equal, respectively,
to Owner's Seat Use Allocation and Operator's
Seat Use Allocation.

(d) If (i) during an Operating Year funds have been
drawn pursuant to Exhibit C.2.2.1(d) out of the
Maintenance Account to pay Operating Expenses and
(ii) at the end of such Operating Year there is Net
Operating Income for such Operating Year, then the
Net Operating Income for such Operating Year shall
first be used to repay to the Maintenance Account
the amount of money drawn therefrom during such
Operating Year pursuant to Exhibit C.2.2.1(d).

C.2.3 Operating Payment.

C.2.3.1 Fixed Operating Payment. If the first Operating
Year is less than six (6) months, the Fixed
Operating Payment for the first Operating Year shall
be $275,000.00 prorated on the basis of the number
of days during such period and the Fixed Operating
Payment for the second Operating Year shall be
$275,000.00. Thereafter, for each Operating Year,
the Fixed Operating Payment shall be the Base Amount

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for such Operating Year as increased by the
Add-On-Sum for such Operating Year. If the first
Operating Year is six (6) months or longer, the
Fixed Operating Payment for the first Operating Year
shall be $275,000.00 prorated on the basis of the
number of days during such period and the Fixed
Operating Payment for the second Operating Year and
each Operating Year thereafter shall be the Base
Amount for such Operating Year as increased by the
Add-On-Sum for such Operating Year. For each
Operating Year the Fixed Operating Payment is an
Operating Expense that shall be paid to Operator in
equal monthly installments on or before the 5th day
of each month.

(1) The Base Amount for each Operating Year shall be
the Fixed Operating Payment for the immediately
preceding Operating Year.

(2) The Add-On-Sum for each Operating Year shall be
the greater of (i) the sum determined by multiplying
the Base Amount for such Operating Year by five
percent (5% or (ii) the sum determined by
multiplying the Base Amount for such Operating Year
by a fraction, the numerator of which is the
positive amount, if any, by which the "CPI"
published next preceding October 1 of such Operating
Year exceeds the "CPI" published next preceding
October 1 of the immediately preceding Operating
Year and the denominator of which is the "CPI"
published next preceding October 1 of the
immediately preceding Operating Year.

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EX-10.7 68th Page of 203 TOC 1st Previous Next ↓Bottom Just 68th
(3) "CPI" shall mean the United States Consumer
Price Index for All Urban Consumers (also known as
the CPI-U) - United States Average (1967=100), as
published bimonthly (or if the same shall no longer
be published bimonthly, on the most frequent basis
available) by the Bureau of Labor Statistics, U.S.
Department of Labor (but if such is subject to
adjustment later, the later adjusted index shall be
used), or if such publication should be
discontinued, the "CPI" shall then refer to such
comparable statistics on changes in the cost of
living for urban consumers as the same may be
computed and published (on the most frequent basis
available) by an agency of the United States or by a
responsible financial periodical of recognized
authority, as selected by Operator and Owner. For
reference purposes, the "CPI" was 328.4 as of
January , 1986.

C.2.3.2 Variable Operating Payment. For each Operating
Year, the Variable Operating Payment shall be twelve
percent (12%) of the amount, if any, by which the
Operating Income for such Operating Year exceeds
$1,500,000.00. The Variable Operating Payment shall
be an Operating Expense that is paid to operator at
the end of each Operating Year. However, in any
Operating Year in which the Operating Expenses
(excluding the Variable Operating Payment as
calculated in accordance with the first sentence of
this Exhibit C.2.3.2) exceed the Operating Income
and Seat Use Revenues, the Variable Operating
Payment for such Operating Year shall be zero.

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EX-10.7 69th Page of 203 TOC 1st Previous Next ↓Bottom Just 69th
EXHIBIT D

GENERAL TERMS AND CONDITIONS

D.1 DEFAULT AND TERMINATION

D.1.1 Events of Default

D.1.1.1 The occurrence of any of the following shall be an
Operator Default:

(a) The failure to pay any amounts required to be
paid by Operator under this Contract within ten
(10) days after notice from Owner that such
amounts are delinquent.

(b) The failure of Operator to substantially perform
or observe any of the other material obligations,
covenants, agreements, or conditions to be
performed or observed by Operator under this
Contract within sixty (60) days (subject to the
provisions of Exhibit D.10.3 relating to force
majeure) after notice from Owner of such failure;
provided, that if such performance or observance
cannot reasonably be accomplished within such
sixty (60) day period, then the failure to
commence such performance or observance within
such sixty (60) day period and (subject to the
provisions of Exhibit D.10.3. relating to force
majeure) to diligently prosecute such
performance or observance to conclusion.

(c) The filing by Operator of a voluntary petition in
bankruptcy or (ii) the adjudication of Operator
as a bankrupt; the approval as properly filed by
a court of competent jurisdiction of any petition
or other pleading in any action seeking
reorganization, arrangement, adjustment, or

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composition of, or in respect of, Operator under
the Bankruptcy Code, or any other similar state
or federal law dealing with creditor's rights
generally; or the appointment of a receiver,
trustee or other similar official for Operator or
its property, unless within ninety (90) days
after such approval of filing or appointment
Operator causes such appointment to be stayed or
discharged.

(d) If at any time during the Term, Owner is not in
default under this Contract and the amount of
money that Owner has actually paid in the
aggregate subsequent to the Opening Date pursuant
to Exhibit C.2.2.1(a) (i) for Operating Losses
exceeds the amount of money that Owner has
received in the aggregate since the opening Date
pursuant to both Exhibit C.2.2.2(a) and Exhibit
C.2.1 for Owner's Operating Income Allocation and
Owner's Seat Use Allocation by $5,000,000.00
(such event is herein called a "Performance
Failure"). For purposes of this calculation
only, Operating Losses shall not include (2)(i)
any payments out of the Maintenance Account, (ii)
the lesser of any Operating Losses incurred
during the first five (5) Operating Years or
$1,000,000.00, (iii) any Operating Losses that
arise out of or attributable to events of force
majeure or a condition that is common to the
national or local operating arena industry.

D.1.1.2 The occurrence of any of the following shall be an
Owner Default:

(a) The failure to pay any amounts required to be
paid by Owner under this Contract, including
without

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limitation, (i) the Public Capital Costs,
including the Development Fee, (ii) Operating
Losses that Owner is obligated to pay pursuant to
the provisions of this Contract, (iii) required
contributions to the Maintenance Account and the
Construction Trust Fund, (iv) the Operating
Payment and (v) ad valorem taxes pursuant to
Exhibit D.8.2.3. within ten (10) days after
notice from Operator that such amounts are
delinquent.

(b) The failure by Owner to substantially perform or
observe any of the other material obligations,
covenants, agreements, or conditions to be
performed or observed by Owner under this
Contract within sixty (60) days (subject to the
provisions of Exhibit D.10.3 relating to force
majeure) after notice from Operator of such
failure; provided, that if such performance or
observance cannot reasonably be accomplished
within such sixty (60) day period, then the
failure to commence such performance or
observance within such sixty (60) day period and
(subject to the provisions of Exhibit D.10.3
relating to force majeure) to diligently
prosecute such performance or observance to
conclusion.

(c) The condemnation or any attempted condemnation of
Operator, any portion of the Premises that
adversely affects the operations or income of the
Premises, or any of Operator's rights under this
Contract.

(d) The commencement of construction or upgrade by
Owner of any other arena, amphitheatre, coliseum
or stadium [other than exhibition or

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convention facilities or what is now known as the
Miami Baseball Stadium (if it remains an open
air, unairconditioned facility used principally
for baseball) and the Orange Bowl] at which
events could be presented that would be
substantially similar to events that could be
presented at the Arena and for which there would
then be seating comparable to the seating of the
Arena, whether or not such construction or
upgrade is financed in whole or in part by
Convention Development Tax Revenues, without
Operator's prior written approval, which Operator
may withhold in Operator's sole discretion.

(e) (i) Any law or governmental rule or regulation,
or action of Owner, that restricts or limits the
imposition or collection of the Seat Use Charge
including, but not limited to, any such law or
governmental rule or regulation, that requires
the imposition of a charge per seat or ticket
(other than sales taxes) and that requires
payment of the proceeds therefrom to an entity
other than Owner and Operator and the failure of
Owner within sixty (60) days thereafter to
modify this Contract in a manner that results in
Operator being entitled to receive the same
amount of income as Operator was entitled to
receive prior to the restriction or limitation of
the Seat Use Charge or (ii) the imposition or
assessment of any ad valorem or similar such
taxes on the Arena or the Project Land or this
Contract that are in excess of the amount of such
taxes that Owner is obligated to pay pursuant to
Exhibit D.8.2.3 and the failure of Owner within
sixty (60) days thereafter to

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successfully contest the imposition of such taxes
or to modify this Contract in a manner that is
acceptable to Owner and Operator which acceptance
may be witheld in either's party's sole
discretion.

(f) A default by Owner under the terms of the Block
44/57 Agreement or a termination of the Block
44/57 Agreement.

D.1.2 Termination

D.1.2.1 Upon the occurrence of an Operator Default of the
type described in Subparagraph D.1.1.1(a) or an
Owner Default of the type described in
Subparagraph D.1.1.2(a), the non-defaulting party
shall have the right to give to the defaulting
party notice ("Final Notice") of its intention to
terminate this Contract after the expiration of
a period of ten (10) days from the date such
Final Notice is effective pursuant to Exhibit
D.10.6, and upon expiration of such ten (10) day
period and payment of the Termination Fee, this
Contract shall terminate. If, however, either
within such ten (10) day period or prior to
payment of the Termination Fee, the defaulting
party cures such default by paying all such
amounts as may be required to be paid by the
defaulting party hereunder, then this Contract
shall not terminate by reason of such Final
Notice.

D.1.2.2 Upon the occurrence of an Operator Default of the
type described in Subparagraph D.1.1.1(b) or (d)
or an Owner Default of the type described in
Subparagraph D.1.1.2(b), the non-defaulting party
shall have the right to give to the defaulting
party notice ("Final Notice") of its intention to

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terminate this Contract after the expiration of a
period of sixty (60) days (subject to the
provisions of Exhibit D.10.3 relating to force
majeure) from the date such Final Notice is
effective pursuant to Exhibit D.10.6, and upon
expiration of such sixty (60) day period and
payment of the Termination Fee, this Contract
shall terminate. If, however, either within such
sixty (60) day period or prior to payment of the
Termination Fee, the defaulting party cures such
default, or if such default cannot reasonably be
cured within such sixty (60) day period, and the
defaulting party begins to cure such default
during such sixty (60) day period and (subject to
the provisions of Exhibit D.10.3 relating to
force majeure) diligently prosecutes such cure to
a successful conclusion, then this Contract shall
not terminate by reason of such Final Notice.

D.1.2.3 Upon the occurrence of an Operator Default of the
type described in Subparagraph D.1.1.1(c) or an
Owner Default of the type described in
Subparagraphs D.1.1.2 (c) or (d) or (e) or (f),
the non-defaulting party [i.e. Operator in the
case of D.1.1.2(c) or (d) or (e) or (f) and Owner
in the case of D.1.1.1(c)] shall have the right
to terminate this Contract upon written notice to
the defaulting party and payment of the
Termination Fee. Moreover, in the event of an
Owner Default of the type described in
Subparagraph D.1.1.2(f), Operator shall have the
right to give to Owner a Loss of Rights Notice,
as such term is defined in Exhibit D.8.12. Upon
delivery of such Loss of Rights Notice, owner"
shall have those rights and obligations
designated in Exhibit D.8.12.

D.1.2.4 On the seventeenth (17th), and thirtieth (30th)
anniversaries of the first September 30 following
the Opening Date,

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as such dates may be extended in the manner
hereinafter provided in this Subparagraph
D.1.2.4; (each of which anniversaries is herein
called a "Cancellation Date"), Owner shall have
the right to terminate this Contract, with or
without cause, provided that Owner is not in
default under this Contract and that the
following conditions have been satisfied: (i) not
less than nine (9) months nor more than fifteen
(15) months prior to a Cancellation Date,
Operator has received a written notice that Owner
intends to cancel this Contract on the next
following Cancellation Date; (ii) on the
Cancellation Date, Operator receives a written
notice terminating this Contract and an amount
of money equal to the Termination Fee. If Owner
does not exercise its right to deliver notice of
intent to cancel this Contract within such six
(6) month period, or having exercised such right,
if owner fails to pay Operator the Termination
Fee on or before the Cancellation Date, then
owner's right to terminate this Contract with
respect to such Cancellation Date shall expire.

If at anytime during the term of this Contract
an event of force majeure (as such term is
defined in Exhibit D.10.3) occurs and as a
result, the Arena or a material portion thereof
can not reasonably be used for the purposes
permitted under this Contract or attendance is
substantially reduced then each Cancellation Date
shall be extended by the number of days since
the Opening Date on which the Arena or material
portion thereof can not be so used or attendance
is so reduced.

D.1.2.5 If Operator terminates this Contract pursuant to
Subparagraphs D.1.2.1, D.1.2.2 or D.1.2.3 or if
Owner terminates this Contract pursuant to
D.1.2.1, D.1.2.2., D.1.2.3 or D.1.2.4,

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then contemporaneously with such termination
Owner shall pay the Termination Fee to Operator.

D.1.3 Damages. Owner and Operator recognize that the
profits to be realized by Operator under this Contract
are difficult, if not impossible, to accurately
ascertain on the date hereof. Moreover, Owner
recognizes that the Private Capital was procured and
provided to the Project upon Operator's reliance that
Operator would operate and manage the Arena for the
full Term. Owner and Operator recognize that an early
termination of this Contract can reasonably be
anticipated to cause Operator to fail to recover a
portion of Operator's Private Capital and to forego a
portion of Operator's expected profit. Any damages
due as a result of this Exhibit D.1.3 shall be as
provided for in Exhibits D.1.4 and D.1.6.3.

D.1.4 Termination Fee.

D.1.4.1 Except as specifically provided in this
Exhibit D.1.4, the Termination Fee
shall be an amount of money equal to
the sum of (a) the greater of (x) Operator's
Decoma Amount or (y) the product of (i) seven
and one-half (7 1/2) times (ii) the average
amount of all money payable to Operator under
this Contract (excluding the Fixed Operating
Payment but including the Variable operating
Payment, Operator's Operating Income
Allocation and Operator's Seat Use
Allocation) during each of the five (5)
highest income years during the Term plus (b)
any money that Operator has advanced in
accordance with the provisions of this
Contract to pay for any Operating Expenses
[other than payment of Operating Expenses by
Operator pursuant to Exhibit C.2.2.1(a)(ii)
and C.2.2.1(c)] or Extraordinary Replacement
and Repair Expenses or to cure or attempt to
cure any Owner Default and that has not been
reimbursed to Operator out of Owner's
Operating Income Allocation or Owner's Seat
Use Allocation together with

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interest thereon at the rate of Prime plus 2 1/2%
per annum from the date of its expenditure until
paid to Operator less (c) any money that (i)
Owner has advanced in accordance with the
provisions of this Contract to pay for those
specific Operating Expenses that pursuant to
Exhibit C.2.2.1(a)(ii) and 2.2.1(c) are to be
paid by Operator or to cure any Operator Default
after Final Notice and (ii) has not been
reimbursed to Owner together with interest
as provided for in Exhibit C.2.2.2(b).

The "five highest income years" shall be those
five Operating Years in which the highest amount
of money was received by Operator or if there are
less than five Operating Years in which money was
received by Operator, then the number of
Operating Years in which money was received by
Operator. "Operator's Decoma Amount" shall be
$7,121,000.00.

D.1.4.2 If any of the following specific events occur the
amount of the Termination Fee shall equal the sum
of Operator's Decoma Amount and the amount
calculated pursuant to Exhibit D.1.4.1(b) and
(c): (i) if Owner terminates the Contract at
anytime before the eighteenth (18th) Operating
Year because of an Operator Default that is a
Performance Failure; or (ii) if Owner terminates
the Contract at anytime prior to the eleventh
(11th) Operating Year because of an Operator
Default that constitutes a "willful failure"; or
(iii) if Owner terminates the Contract at anytime
prior to the eleventh (11th) Operating Year
because of the Operator Default described in
Exhibit D.1.1.1(c)(i); or (iv) if Operator
terminates this Contract at anytime before the
eighteenth (18th) Operating Year because of an
Owner Default described in Exhibit D.1.1.2(e).

D.1.4.3 If any of the following specific events occur,
the amount of the Termination Fee shall equal the
sum of Operator's Decoma

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Amount [as reduced by Four Hundred Thousand
and No/100 Dollars ($400,000.00) for each
Operating Year that is prior to termination
and after the seventeenth (17th) Operating
Year] plus the amount calculated pursuant to
Exhibit D.1.4.1(b) less the amount
calculated pursuant to Exhibit D.1.4.1(c):
(i) if Owner terminates the Contract at
anytime after the seventeenth (17th)
Operating Year because of an Operator
Default that is a Performance Failure; or
(ii) if Operator terminates this Contract at
anytime after the seventeenth (17th)
Operating Year because of an Owner Default
described in Exhibit D.1.1.2(e).

D.1.4.4 If any of the following specific events
occur, the amount of the Termination Fee
shall equal the sum of Operator's Decoma
Amount [as reduced by Two Hundred Fifty
Thousand and No/100 Dollars ($250,000.00)
for each full Operating Year that is prior
to Termination but after the tenth (10th)
Operating Year and prior to the eighteenth
(18th) Operating Year and Four Hundred
Thousand and No/100 Dollars ($400,000.00)
for each full Operating Year that is prior
to termination but after the seventeenth
(17th) Operating Year] plus the amount
calculated pursuant to Exhibit D.1.4.1(b)
less the amount calculated pursuant to
Exhibit D.1.4.1(c): (i) if Owner terminates
the Contract at anytime after the eleventh
(11th) Operating Year because of an Operator
Default that constitutes a "willful failure"
or (ii) if Owner terminates the Contract at
anytime after the eleventh (11th) Operating
Year because of the Operator Default
described in Exhibit D.1.1.1(c)(i).

D.1.4.5 If any of the following specific events
occur, the Termination Fee shall equal only
the amount calculated pursuant to Exhibit
D.1.4.1(b) and (c): (i) if Owner terminates
the Contract at anytime

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after the eleventh (11th) Operating Year
because of both an Operator Default that is
a Performance Failure and an Operator
Default that satisfies the following
conditions: Operator is obligated pursuant
to the Contract to make the following
payments, has the ability out of Operating
Income received by it during the then
current Operating Year to make any such
payments and deliberately elects not to make
any such payments. Such payments are the
payment to Owner pursuant to Exhibit
C.2.2(a) of Owner's Operating Income
Allocation and pursuant to Exhibit C.2.1 of
Owner's Seat Use Allocation, payment of the
insurance premiums for the insurance
described in Exhibit E and payment of the
Annual Replacement Fund Payment.

D.1.4.6 If any of the following specific events
occur, the amount of the Termination Fee
shall be the amount specified in Exhibit
D.1.4.1 reduced by Four Hundred Thousand and
No/100 Dollars ($400,000.00) for each
Operating Year prior to termination and
after the seventeenth (17th) Operating Year:
if Owner terminates the Contract at anytime
because of an Operator Default described in
Exhibit D.1.1.1(a) or D.1.1.1(b) or
D.1.1.1(c)(ii).

D.1.4.7 If this Contract is terminated by Owner or
Operator, pursuant to Exhibit E.6.2, the
Termination Fee shall be the amount
specified in Exhibit E.6.2.

D.1.4.8 If this Contract is terminated by Operator
because of an Owner Default described in
Exhibit D.1.1.2(c) that is a condemnation of
all of the Premises, then the Termination
Fee shall be the sum of the portion of the
condemnation award made to Operator or to
which Operator is entitled pursuant to the
Block 44/57 Agreement for its contractual
interests in the Premises plus an amount
calculated pursuant to

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Exhibit D.1.4.1(b) less an amount calculated
pursuant to Exhibit D.1.4.1(c).

D.1.4.9 The term "willful failure" as used in this
Exhibit D.1.4 shall mean when Operator has
the ability out of Operating Income received
by it during the then current Operating Year
to perform its obligations under this
Contract but deliberately elects without
justification not to perform such obligations.

D.1.5 Surrender. Upon the termination of this Contract for
any reason and payment to Operator of any applicable
Termination fee, (i) Operator and all persons claiming
by, through, or under Operator hereunder shall
promptly surrender and vacate the Premises to Owner,
(on an "as is" basis) leaving all of the equipment,
supplies, manuals, and inventories; (ii) Operator
shall transfer or assign (and Owner shall expressly
assume) to Owner, or to Owner's designee, without
recourse or warranty of any kind on Operator, all of
the rights and obligations under all contracts or
agreements concerning the Premises or the use thereof
between the Operator and any other person, firm,
corporation or other entity, such assignment to be
effective as of the date of such termination; (iii)
any disbursement that, but for such termination would
have been made to Operator under the provisions of
Exhibit C hereof, shall be prorated as of the date of
such termination and paid pursuant to Exhibit C; and
(iv) all obligations incurred by Operator within the
scope of its authority to perform the Work will be
assumed by Owner, or Owner's designee, and Owner will
hold Operator harmless in connection therewith after
the date of such termination. The provisions of this
Exhibit D.1.5 shall survive termination of this
Contract.

D.1.6 Alternative Remedies.

D.1.6.1 If Operator uses any of its own funds to pay
for any Operating Expenses [other than
payment of Operating Expenses by Operator
pursuant to Exhibit

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EX-10.7 81st Page of 203 TOC 1st Previous Next ↓Bottom Just 81st
C.2.2.1(a)(ii) and (c)] or Extraordinary
Replacement and Repair Expenses after demand
has been made on Operator to make such
payments or to cure or attempt to cure any
Owner Default, all sums so expended by
Operator shall be payable upon demand, and
if not so repaid, such sums shall bear
interest and shall be repaid as provided in
Exhibit C.2.2.2(b), and, to the extent now
or hereafter permissible under law, shall be
secured by a lien in favor of Operator on
Owner's Seat Use Allocation and Owner's
Operating Income Allocation and on Owner's
interest in the Premises. Owner's interest
in the Convention Development Tax Revenues
shall be used to discharge Owner's
obligations under this Contract to the extent
it is permissible under the Bonds or under
any bonds that may hereafter be issued to
finance the cost of constructing an
exhibition center. Owner acknowledges that
Operator has no obligation to use any of
Operator's own funds to pay for any Operating
Expenses [other than payment of Operating
Expenses by Operator pursuant to Exhibit
C.2.2.1(a)(ii) and (c)] or Extraordinary
Replacement and Repair Expenses or to cure or
attempt to cure any Owner Default.

If Owner uses any of its own funds to pay for
those specific Operating Expenses that
pursuant to Exhibit C.2.2.1(a)(ii) and (c)
are to be paid by Operator or to cure or
attempt to cure any Operator Default, all
sums so expended by Owner shall be payable
upon demand, and if not so repaid, such sums
shall bear interest and shall be repaid as
provided in Exhibit C.2.2.2(b), and, to the
extent now or hereafter permissible under
law, shall be secured by a lien in favor of
Owner on Operator's Seat Use Allocation and
Operator's Operating Income Allocation.

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EX-10.7 82nd Page of 203 TOC 1st Previous Next ↓Bottom Just 82nd
D.1.6.2 In addition to all other remedies hereunder,
Operator and Owner shall have the right to
pursue all equitable remedies including
injunction and relief in the form of mandamus.

D.1.6.3 The remedies provided under Subparagraphs
D.1.2.1, D.1.2.2, D.1.2.3, D.1.6.1 and D.1.6.2 in
the event of an Owner Default or an Operator
Default shall be the sole and exclusive remedies
available to the parties hereunder. Except for
the Termination Fee and any amount to be
reimbursed under Subparagraph D.1.6.1, payable
hereunder, neither Owner or Operator shall ever
be liable to the other, or to any other person,
on account of any act or omission, taken or
omitted to be taken, for any amount of damages,
or any other monetary obligation whatsoever,
which is in excess of the actual amount of cash
proceeds actually recovered under the policies of
liability insurance provided to be maintained
pursuant to Exhibit E of this Contract. Under no
circumstances whatsoever shall Owner or Operator,
under any theory of action or recovery, ever be
liable for, or obligated to pay or to satisfy any
judgment for, any damages or other monetary
obligations whatsoever that is in excess of the
amount of such cash proceeds, plus, in the case
of Owner, the Termination Fee and any amount to
be reimbursed under Subparagraph D.1.6.1. None of
the officers, directors, constituent partners,
employees, elected officials, or agents of Owner
or Operator or any Operator Affiliate shall ever
be personally liable for, or obligated to pay, or
to satisfy any judgment for, any damages or any
other monetary obligation whatsoever under any
theory of action or recovery, on account of an
Owner Default or an Operator Default.

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EX-10.7 83rd Page of 203 TOC 1st Previous Next ↓Bottom Just 83rd
D.2 EQUAL EMPLOYMENT OPPORTUNITY

D.2.1 Minority Employment and Investment. Operator shall perform
its obligations under Exhibit A hereto.

D.3 RELATIONSHIP OF PARTIES

D.3.1 Independent Contractor. Notwithstanding anything in this
Contract to the contrary, no partnership or other business
relationship is established between Owner and Operator
other than that of Owner and independent contractor.

D.3.2 Owner Representative

D.3.2.1 Owner, by written notice to Operator, shall
designate one (1) person to be the Owner
Representative, who shall be authorized to act on
behalf of Owner under this Contract. Owner shall
have the right, from time to time, to change the
person who is the Owner Representative by giving
Operator written notice thereof. The Owner
Representative's review or approval, or agreement
to the performance, of the Work or any portion
thereof, or the furnishing of materials or
equipment shall, subject to the terms of this
Contract, in no way relieve Operator of its
responsibility for the performance of the
Work or for the adequacy of such materials and
equipment.

D.3.2.2 Owner shall designate one (1) person, who may be
the Owner Representative, to be the person (the
"Emergency Representative") to expedite the
obtaining of all governmental permits, licenses,
certificates, and other approvals for the
efficient performance of the Work. Owner shall
have the right, from time to time, to change the
person who is the Emergency Representative by
giving

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Operator written notice thereof. Owner shall use its
best efforts to assure that the Emergency
Representative is on call for the benefit of Operator
twenty-four (24) hours a day and that the Emergency
Representative has the authority to expedite all such
approvals, permits, licenses, certificate, and the
like to the full extent permitted by applicable Legal
Requirements.

D.3.3 Operator Representative. Operator, hereby designates C. Dean
Patrinely to be the Operator Representative, who shall be
authorized to act on behalf of Operator under this Contract,
Operator shall have the right, from time to time, to change the
person who is the Operator Representative by giving Owner
written notice thereof. Any action, consent or approval by
Operator Representative under this Contract shall be binding on
Operator. The Operator Representative's review or approval, or
agreement to any matter under this Contract shall, subject to
the terms of this Contract, in no way relieve Owner of its
obligations under this Contract.

D.4 TITLE AND NAMES

D.4.1 In General. Owner shall hold a leasehold interest in all of the
Project Land pursuant to the Block 44/57 Agreement except for
the permitted encumbrances set forth in Exhibit G attached
hereto, throughout the Term. Owner shall hold fee simple title
to the entire Arena.

D.4.2 Names. Owner shall have the right to designate the name for the
Arena provided that such name is commercially reasonable and can
be marketed, and subject to the reasonable approval of Operator.
Operator shall have sole and exclusive right, power and
authority, without Owner approval, to designate all other names
relating to parts of the Arena or any part of the Premises, and,
as provided in Exhibit D.7.5, to negotiate, execute and perform
all contracts, use agreements, licenses and other agreements
with person or entities including Operator Affiliates relating
directly or indirectly to the sale, marketing promotion and use
in whatever nature of all names (including the name of the
Arena), trademarks, logos and similar intangible property
relating to

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the Premises or any part thereof. All payments received by
Operator or Owner from name designation and any such contracts
agreements and licenses shall be Operating Income.

D.5 STANDARDS OF PERFORKANCE

D.5.1 Development/Construction Standards. Operator shall perform the
Work in a good and workmanlike manner continuously and
diligently in accordance with generally accepted standards in
the United States for development, design, construction
management, engineering, and construction practice for
construction of arena complexes similar to the Arena, using
qualified, careful and efficient workers and subcontractors and
in substantial conformity with the provisions of this Contract
and the Plans and Specifications.

D.5.2 Operating Standards.

D.5.2.1 The Arena shall be generally used for performance
purposes, including without limitation, use as an
arena, recreation facility, performance hall, and all
other similar or related uses.

D.5.2.2 Operator shall maintain the Arena in good condition,
reasonable wear and tear excepted, and shall continue
maintenance procedures which will keep the Arena in
good condition and working order, reasonable wear and
tear excepted. Operator may, without Owner approval,
incur any Extraordinary Repair and Replacement Expenses
provided that such expenditures (i) occur within or
after the expectancy periods specified therefor on
Exhibit I or (ii) are necessary in the reasonable
judgment of Operator, for the promotion of the health,
safety or welfare of persons using the Arena or (iii)
are emergency in nature or (iv) are necessary to
comply with the provisions of agreements with third
parties relating to the Arena which agreements have
been approved by Owner. Before incurring other
Extraordinary Repair and Replacement Expenses,
Operator shall

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obtain the approval of Owner. Such approval shall not
be unreasonably withheld and shall be deemed given
unless specifically disapproved in writing within 30
days after a written request therefor from Operator.

D.5.2.3 No use of the Arena shall be permitted without a
reasonable charge for such use.

D.5.2.4 Operator shall use reasonable efforts to require that
all events, performances and other uses of the Arena
shall be in keeping with the purposes described in
D.5.2.1 for which the Arena is to be used.

D.5.2.5 Operator shall use reasonable efforts to require that
all persons using the Arena or attending events
therein comply with all Legal Requirements of all
governmental authorities having jurisdiction over the
operation of the Arena, or any part thereof, including
those of the City and any requirements or regulations
established by Operator.

D.5.2.6 Notwithstanding the provisions of this Exhibit D.5 or
other pertinent provisions of this Contract to the
contrary, Operator's standards of performance,
maintenance and repair each Operating Year shall be
in conformity with that standard to which a good
operator could operate given the monetary limits set
forth in the Approved Operating Expense Budget for
such Operating Year.

D.5.3 General Performance Standards

D.5.3.1 Operator shall perform the Operating Work in
accordance with the laws, rules and regulations of
all governmental bodies having jurisdiction over
such Operating Work, or any part thereof; provided,
however, that if any such law, rule or regulation
enacted after the Opening Date necessitates any
structural

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change in the Arena, as constructed, Owner shall be
responsible, at its sole cost and expense, for
complying with such law, rule or regulation.

D.5.3.2 All obligations of Operator arising under, from, or by
reason of this Contract shall be promptly and fully
paid and discharged at or prior to the times specified
for payment or performance; provided, however, that
nothing herein shall prohibit Operator from contesting
in good faith the validity of any claim made against
Operator. Upon the conclusion of any such dispute, by
final non-appealable judgment, or otherwise, Operator
shall promptly pay and discharge any obligation which
is determined to be due and owing.

D.6 PROJECT BUDGET, PROJECT CONSTRUCTION PROGRAM; APPROVED OPERATING EXPENSE
BUDGET; OWNER'S REVIEW AND APPROVAL

D.6.1 Changes to the Project Budget

D.6.1.1 The Project Budget included in the Project
Construction Program attached to Exhibit B as
Schedule 1 is hereby approved by Owner. Operator
shall have the right, with the approval of Owner,
which consent shall not be unreasonably withheld, to
revise any line item in the Project Budget, except the
line item for the Development Fee, to take advantage
of any cost savings in any other line item, including
any contingency, of the Project Budget, provided that
(a) the Budgeted Project Cost is not increased and (b)
the capacity, utility, quality and appearance of the
Arena is not materially adversely affected thereby.

D.6.2 Changes to the Project Construction Program

D.6.2.1 The Project Construction Program attached to Exhibit B
as Schedule 1 is

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hereby approved by Owner. Operator shall have the
right, with Owner's approval, which consent shall not
be unreasonably withheld, to make such changes to the
Project Construction Program, including without
limitation, the Construction Contract and the plans
and specifications for construction of the Arena, as
Operator reasonably determines are necessary to
attempt to execute the entire Project at a cost not
in excess of the Budgeted Project Cost, provided that
the capacity, utility, quality, and appearance of the
Arena, if developed and constructed in conformity with
such changes would not be materially adversely
affected.

D.6.2.2 Owner shall not have the right to make any changes to
the Project Construction Program unless approved by
Operator, which approval operator may withhold in its
reasonable discretion.

D.6.3 Initial operating Expense Budget and Approved
Operating Expense Budget

D.6.3.1 The Initial Operating Expense Budget attached hereto as
Schedule 2 to Exhibit B has been approved by owner.
At least ninety (90) days prior to commencement of
each Regular Budgeted Year and Special Budgeted Year,
Operator shall submit to owner for Owner's review and
approval an Operating Expense budget setting forth an
estimate of the Operating Expenses that Operator
estimates will be incurred during such Operating Year.
Such budget when approved by owner in accordance with
the provisions of Exhibit D.6.4.1 and as may be revised
in accordance with such Exhibit D.6.4.1 is herein
called the "Approved Operating Expense Budget".

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D.6.4 Standards for Owner's Review and Approval

D.6.4.1 Owner acknowledges that in order to meet the
deadlines established by the Project Construction
Program for the performance of the Development Work
and the Construction Work, and in order to accomplish
the efficient performance of the Operating Work
Operator may, to the extent, if any, Owner approval
is specifically required under this Contract, submit
matters to Owner in stages for approval. Upon
receipt of any matter submitted by Operator for
review and approval, whether a revision to the
Project Budget, a revision to an element of the
Project Construction Program, any contract with an
Operator Affiliate for which Owner approval is
required under Exhibit D.7 the Operating Expense
budget described in Exhibit D.6.3.1 above or
revisions to the Approved Operating Expense Budget or
otherwise, Owner shall review the same and shall
promptly (but in any event within ten (10) calendar
days after such receipt) give Operator notice of
Owner's approval or disapproval, setting forth in
detail all reasons for any disapproval. Owner's
right to disapprove any such matter submitted shall
be limited to the elements thereof (i) which do not
conform substantially to matters previously approved,
or in the case of contracts, which contain material
provisions less favorable to Owner and Operator than
were contained in drafts previously approved by
Owner, (ii) which are new elements not previously
presented and Operator is unable to demonstrate, in
the reasonable judgment of the Owner that such new
element is reasonably necessary for performance of
the Work, or (iii) which depict matters that are
violations of this Contract or applicable Legal
Requirements. If no response from Owner is delivered
to Operator within ten (10) calendar days after the
submission of a

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particular matter (other than the Operating Expense
budget described in Exhibit D.6.3.1 for which the
time period shall be thirty (30) calendar days), or
any re-submission thereof as hereinafter provided,
such matter shall be deemed approved. In the
instance of an Operating Expense budget for a Regular
Budgeted Year, if Owner, exercising reasonable
judgment, disapproves the proposed budget then the
Approved Operating Expense Budget for such Operating
Year shall be deemed to be the same as the Approved
Operating Expense Budget for the immediately
preceding Operating Year as increased by an inflation
factor of 5%. In the instance of an Operating
Expense Budget for a Special Budgeted Year, if Owner
exercising reasonable judgment disapproves the
proposed budget, then the Approved Operating Expense
Budget for such Operating Year shall be deemed to be
the same as the Approved Operating Expense Budget for
the immediately preceding Operating Year with the
following modification: (i) the amount specified in
such budget for salaries, employee benefits and
related expenses, advertising/promotion and other
miscellaneous costs shall be the Barebones
Administrative and Promotional Amount for such
Operating Year.

D.6.4.2 If Owner disapproves of a particular matter, Operator
shall have the right, within sixty (60) days after the
date Operator receives notice of such disapproval, to
resubmit such matter to Owner, altered to satisfy
Owner's basis for disapproval. Any re-submission
shall be subject to review and approval by Owner in
accordance with the procedures described in
Subparagraph D.6.4.1 for an original submission,
until the same shall be approved, or deemed approved,
by Owner.

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D.6.4.3 Owner and Operator shall attempt in good faith to
resolve any disputes concerning the approval of any
aspect of the Work expeditiously, so as not to delay
the performance of the Work in accordance with
this Contract.

D.6.4.4 Notwithstanding anything contained in this Paragraph
D.6.4 to the contrary, Operator shall submit the
proposed final plans and specifications for the
construction of the Arena and the performance of the
remainder of the Construction Work as an integrated
whole to Owner for Owner's review and approval.
Owner's review and approval of the proposed final
plans and specifications, and Operator's
re-submission of the same, shall be subject to the
standards of review set forth in D.6.4.1 for other
matters, elements of which have been previously
approved, except that Owner shall have thirty (30)
days after the original submission of the proposed
final plans and specifications as an integrated whole
in which to review and approve or disapprove such
proposed final plans and specifications. The final
plans and specifications that are approved by Owner
shall be the Plans and Specifications.

D.7 ASSIGNMENT AND SUBCONTRACTS FOR PORTIONS OF THE WORK

D.7.1 Performance of the Development Work. Operator shall have the
right to enter into an assignment or subcontract with Barker
Interests Limited, a Texas limited partnership ("BIL"), with
BIL's affiliate, BIL Development, Inc., HSA Management Inc.
("HSA"), or any Operator Affiliate for the performance of some
or all of the Development Work.

D.7.2 Performance of the Construction Work. Operator shall have
the right with Owner approval to enter into the Construction
Contract.

D.7.3 Performance of Operating Work. Operator shall have the right
to enter into an assignment or

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subcontract with HSA Management Inc. ("HSA") or any venture in
which HSA or an HSA affiliate is a venturer, for the
performance of some or all of the Operating Work.

D.7.4 Contracts for Use of Arena. Operator shall have full and
exclusive power and authority, without Owner approval, to
negotiate, execute, and perform (a) contracts, use agreements,
licenses and other agreements with persons or entities
(including Operator Affiliates) who desire to schedule events
or performances, telecasts, broadcasts or other transmissions
in, from or to the Premises or who desire otherwise to use the
Premises or any part thereof and (b) contracts, use
agreements, licenses and other agreements with persons or
entities (including Operator Affiliates) that otherwise
pertain to the use, operation and occupancy of the Premises or
any part thereof in the Arena or the Premises.

No Owner approval shall be required in connection with the
negotiation, execution and performance of any of the
contracts, agreements and licenses described in this Exhibit
D.7.4 except that Owner shall have the right to approve the
execution of any of those contracts, agreements and licenses
described in Exhibit D.7.4(a) and (b) that (i) are with an
Operator Affiliate and (ii) schedule events or performances in
the Arena for more than 20 days during any one Operating Year
("Required Approval Agreements"). Such Owner approval shall
(i) be given by the Chairman of Owner or his designee, (ii)
not be unreasonably withheld and (iii) be subject to the
standards for Owner review and approval set forth in Exhibit
D.6.4. Any contracts, agreements or licenses described in
Exhibit D.7.4(a) and (b) with Operator Affiliates other than
the Required Approval Agreements are herein called "Unapproved
Affiliate Use Agreements"; such Unapproved Affiliate Use
Agreements shall be subject to the following annual review
process. On or before ninety (90) days after the end of each
Operating Year, Operator shall furnish to Owner all data
reasonably needed by Owner to make its annual review and
analysis of Unapproved Affiliate Use Agreements. In such
annual review and analysis, Owner shall compare the group of
Unapproved Affiliate Use Agreements in such Operating Year

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with the group of those agreements, contracts, and licenses
described in Exhibit D.7.4 (a) and (b) that are not with
Operator Affiliates ("Unaffiliated Use Agreements") in such
Operating Year. In its analysis, Owner shall not compare
specific agreements from the group of Unaffiliated Use
Agreements with specific agreements from the group of
Unapproved Affiliate Use Agreements. Instead, Owner shall
compare the aggregate standards, requirements and potential
for contribution to Operating Income in each group of
agreements. If in the reasonable judgment of the Owner, such
standards, requirements and potential for Operating Income are
not comparable, and as a result, in the reasonable judgment of
the Owner (taking into consideration the rental rate for other
events which could reasonably have been scheduled instead of
those events scheduled pursuant to Unapproved Affiliate Use
Agreements), the amount of Operating Income was less than if
such standards, requirements and potential were comparable
then Owner and Operator shall exercise their good faith
efforts to determine what payment, if any, in their reasonable
judgment should be made by Operator to Operating Income and
shall also establish mutually acceptable procedures to insure
that all future Unaffiliated Use Agreements, as a group in
each Operating Year, and Unapproved Affiliate Use Agreements,
as a group in each Operating Year, are comparable.

D.7.5 Advertising Contracts. Operator shall have full and exclusive
power and authority, without Owner approval, to negotiate,
execute, and perform (a) contracts, use agreements, licenses
and other agreements with persons or entities for the use of
advertising space at or on the Premises or any part thereof
and all advertising rights of whatever kind and nature related
thereto and (b) contracts, use agreements, licenses and other
agreements with persons or entities for the sale, promotion,
marketing and use in whatever manner of all names, trademarks,
tradenames, logos and similar intangible property relating to
the Premises or any part thereof. Any contracts, licenses or
other agreements described in this Exhibit D.7.5 that are with
Operator Affiliates shall be treated (for purposes of Owner
approval)

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in the same manner as provided in Exhibit D.7.4 for Unapproved
Affiliate Use Agreements.

D.7.6 Concessions. Subject to the prior written approval of Owner,
Operator shall have the full and exclusive power and authority
to operate, to assign or subcontract such right to operate,
and to negotiate, execute, and perform assignments and
subcontracts with persons or entities including Operator
Affiliates (herein such assignment(s) and subcontract(s) are
collectively called "Concession Agreement(s)" and any such
persons or entities are herein called "Concessionaire(s)") for
the operation of, including, but not limited to, (a)
concessions for the sale of food, beverages, souvenirs,
novelties and programs and (b) skyboxes, clubs and
restaurants, at and within the Arena. In approving any such
Concessionaire Agreement and Concessionaire, Owner and
Operator shall take into account Concessionaire's financial
strength, economic commitment to the Project which may include
equity investment; commitment to minority involvement,
reputation, and business experience including experience in
providing concession services for similar projects and other
sports and entertainment facilities in Florida and elsewhere.
Owner shall approve Concession Agreements that comply with the
following requirements:

(i) No Concession Agreement shall be for a term in
excess of twenty (20) years.

(ii) The percentage of gross sales from the operation of
the concessions, clubs, skyboxes and restaurants
that shall be (a) deemed included within Operating
Income, if Operator operates such concessions,
clubs, and restaurants, or (b) payable to Operator
as Operating Income, under any Concession
Agreement, shall be within then acceptable industry
limits or practices, and which on the date of
execution of this Agreement shall be no less than
thirty-two and one half percent (32 1/2%) of
Concessionaire's gross receipts from sales of food
and beverages (with increases to such percentage as
may be justified by total gross sales), ten percent
(10%) of such gross receipts from sales of

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candy and tobacco, fifteen percent (15%) of such
gross receipts from food and beverages sales to
skyboxes, and thirty-seven and one half percent (37
1/2%) of the Concessionaire's net receipts from the
sale of souvenirs and novelties at the Arena, and
with such other terms as are consistent with then
acceptable industry limits or practices.

(iii) Such operation of such concessions, clubs, skyboxes
and restaurants shall otherwise be upon terms and
conditions for such businesses under similar
circumstances at the time any such Concession
Agreement is executed.

(iv) There shall be included within Operating Income the
amount, if any, by which payments in equipment or
money to Operator or an Operator Affiliate (other
than payments to Operator or an Operator Affiliate
in consideration of the sale, transfer, assignment
or pledge of an ownership interest in Operator or an
Operator Affiliate or loans to Operator or an
Operator Affiliate) in connection with any
Concession Agreement prior to the Opening Date are
in excess of $2,000,000.00. Operating Income shall
not include and Owner shall have no right, title or
interest in or liability for (a) the first
$2,000,000.00 of any such payments (provided that if
such $2,000,000 is in the form of equipment, the
value placed on such equipment must be acceptable to
Owner and such $2,000,000 of equipment must be free
of liens) or (b) any payments to Operator or an
Operator Affiliate by a concessionaire or affiliate
of a concessionaire in the form of a loan or an
equity contribution or payment in consideration of
the sale, transfer exchange, assignment or other
hypothecation of an ownership or profits interest in
Operator or an Operator Affiliate.

D.7.7. Use and Advertising Contracts.

In connection with any of the contracts, agreements and
licenses described in Exhibits D.7.4 and 7.5, Operator shall
have the full and exclusive power and authority, without Owner

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approval, to grant to any contracting party (other than an
Operator Affiliate and a party to a Concession Agreement) a
right to participate in the Net Operating Income of the
Project provided that 57.5% of such participation is paid out
of Operator's Operating Income Allocation and 42.5% of such
participation is paid out of Owner's Operating Income
Allocation.

D.7.8. Sales, Assignments, and Pledges. Operator shall have the right
to sell, assign, collaterally assign, pledge, hypothecate or
otherwise transfer and encumber ("Transfer") any or all of its
rights to receive any compensation or income hereunder.
Operator shall have the right to Transfer up to eighty-five
percent (85%) of the ownership interests, distributive shares
of income, allocable shares of tax losses, or other
partnership interests in Operator, so long as Decoma Venture
(or a limited partnership in which Decoma Venture is the sole
general partner) remains the sole general partner of Operator.
No Transfer or assignment or subcontracting of Operator's
obligations under this Contract shall relieve Operator from
any of its obligations hereunder, including without limitation
Operator's obligation to pay the Private Capital Costs.

D.7.9 Removal of General Manager. If at anytime after the first
five (5) Operating Years there are three (3) consecutive
Operating Years in which the amount of Operating Loss paid by
Owner exceeded an average of $750,000.00 per each such
Operating Year, (subject to force majeure and the impact of
any competing facility) then Operator shall, if requested to
so in writing by Owner, remove the on-site general manager of
the Arena.

D.8 OWNER OBLIGATIONS

D.8.1 Exclusive and Non-Competition Agreement.

D.8.1.1 Owner shall not enter into any agreement with any
other person or entity (i) to develop, construct,
manage, or operate the Arena, (ii) to negotiate,
execute or perform contracts with persons or entities
who desire to exhibit or perform in the Arena, (iii)
to negotiate, execute, or perform contracts for

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the use of advertising space within the Arena or on
the Project Land, or (iv) to operate concessions
within the Arena or on the Project Land; Operator
shall have the exclusive power, authority, and
responsibility to perform all of the acts described
in Clauses (i) through (iv) of this Subparagraph
D.8.1.1.

D.8.1.2 Owner shall not facilitate, encourage, participate
in, or finance the construction or operation of any
other arena, amphitheater, coliseum or stadium (other
than exhibition or convention facilities [or what is
now known as the Miami Baseball Stadium (if it
remains an open air, unairconditioned stadium used
principally for baseball) and the Orange Bowl]) at
which events could be presented that would be
substantially similar to events that could be
presented at the Arena and for which there would then
be seating comparable to the seating at the Arena,
whether or not such construction or upgrade is
financed in whole or in part by the Convention
Development Tax Revenues, without Operator's prior
written approval, which Operator may withhold in its
sole discretion.

D.8.2. Site Acquisition and Ad Valorem Taxes.

D.8.2.1 After consulting with Operator, and upon Operator's
advice, Owner shall acquire, or shall cause the City
or the County to acquire, all of the real property
and interests in real property necessary to assemble
the Project Land, with due diligence, by purchase or
by exercise of the power of eminent domain, if
necessary, in accordance with the Project
Construction Program, and shall use its best efforts
to do so at a cost not in excess of the amount
budgeted therefor in the Project Budget.

D.8.2.2 Owner or, at Owner's direction, the City with
assistance of Operator shall acquire, abandon,
relocate, and condemn

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all rights-of-way, easements, and other property
interests, so as to deliver all of the real property
and interests in real property necessary for the
efficient performance of the Work on the Project
Land.

D.8.2.3 Owner shall be responsible for paying, and shall pay
prior to delinquency the first $300,000.00 of ad
valorem taxes that are payable each Operating Year in
connection with the Premises and the Arena.

D.8.3 Expedited Approvals and Sales Tax Exemptions. Owner
recognizes the importance or expeditious review and approval
of all matters submitted to Owner for review and approval and
of expeditious approval of the Work by all governmental
authorities having jurisdiction thereover. Owner agrees to
exercise its rights of review and approval hereunder with due
diligence, reasonableness, and good faith. Time is of the
essence with respect to all rights of Owner to review and
approve matters under this Contract. In addition, Owner shall
use its best efforts to expedite the Project's review and
approval by the City, and all other governmental entities
having jurisdiction over the Project, including without
limitation, the granting of all permits, licenses,
certificates, zoning variances, and other governmental
approvals. Owner shall join with Operator in connection with
obtaining for the benefit of the Arena any applicable sales
tax exemptions.

D.8.4 Discriminatory Legal Requirements. Owner shall use its best
efforts to assure that the Arena and Operator shall not be
subject to any Legal Requirements enacted by the City after
the date hereof that are not, in their effect, generally
applicable to businesses in the City of Miami, Florida.

D.8.5 Operating Losses. Except as specifically provided in Exhibit
C.2.2.1(a)(ii), Owner shall be responsible for paying, and
shall pay, all Operating Losses.

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D.8.6 Extraordinary Replacement and Repair. Owner shall be
responsible for paying, and shall pay, all Extraordinary
Replacement and Repair Expenses to the extent funds are not
available therefor in the Replacement Fund and the Maintenance
Account.

D.8.7 Maintenance Account. Owner has established a Maintenance
Account with Sun Bank-Miami, N.A., which account has a balance
of $700,000.00 on the date hereof and into which account
Owner shall cause to be deposited funds as provided in the
documents issued in connection with the Bonds and this
Contract. The Maintenance Account may be used only to fund
Operating Losses, Extraordinary Replacement and Repair
Expenses for which funds are not available in the Replacement
Fund, to pay amounts due to the Operator under Paragraph
C.2.2.2(b) of this Contract, to pay Owner and Operator
pursuant to Exhibit C.2.2.2(c) and for such other uses as
Owner and Operator shall agree. From and after the date on
which there have been three (3) consecutive Operating Years in
which there is no Operating Loss and provided that the amount
of money that has theretofore been deposited in the
Maintenance Account equals at least $3,000,000.00 Owner's
obligation to make payments into the Maintenance Account shall
cease. Thereafter Owner shall have the right to withdraw
funds from the Maintenance Account for the exclusive purpose
of paying construction costs for a new exhibition center
provided that after withdrawal of any such funds the aggregate
of the balance of funds in the Maintenance Account is at least
$3,000,000.00.

D.8.8 Construction Trust Fund. Owner shall deposit all of the net
proceeds of the Bonds, after making all other disbursements
required under the terms of the agreements pursuant to which
the Bonds were issued, plus (i) all insurance proceeds in
respect of any casualty or loss to the Arena after completion
of the Construction Work, (ii) any condemnation proceeds, and
(iii) all grants, gifts, contributions and other collections
made in respect of the Arena during the Term, into the
Construction Trust Fund. Owner shall use the Construction
Trust Fund only for the purpose of paying Project Costs.

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D.8.9 Investment of Funds. Owner shall cause the Maintenance Account
and the Construction Trust Fund to be continuously invested
and reinvested by the Trustee, to the extent practicable (but
readily available in order to meet the obligations of Owner
under this Contract), in direct obligations of the United
States of America. All income realized from such investment
will be deposited into the Maintenance Account in the
proportion that the amount in the Maintenance Account bears to
the total amount in both such funds, and into the Construction
Trust Fund in the proportion that the amount in the
Construction Trust Fund bears to the total amount in both such
funds.

D.8.10 Seat Use Charge. There shall continuously be imposed a Seat
Use Charge in the amount of at least 75 cents per seat for the
use of each seat in the Arena. Increases in the Seat Use
Charge shall be as mutually agreed upon by Owner and Operator.

D.8.11 Convention Development Tax Revenues. Subject to the Bonds,
"the Miami Sports and Exhibition Authority Subordinate
Obligation Note Series 1985, and any bonds that may hereafter
be issued to finance construction of an exhibition center,
Owner hereby pledges to Operator all of its rights, titles and
interests in and to all Convention Development Tax Revenues
received or to be received in the future and shall cause such
to be used exclusively to pay Public Capital Costs and
thereafter to be used exclusively for the benefit of the
Premises, operating expenses of Owner and necessary expenses
relating to an exhibition center.

D.8.12 Block 44/57 Agreement. Owner shall perform all obligations
of lessee under the Block 44/57 Agreement and under any
leasehold mortgage that may be obtained by lessee in
accordance with the provisions of such Agreement. Upon any
default in performance of such obligations or a termination of
such Block 44/57 Agreement, Operator may deliver to Owner a
written notice "Loss of Rights Notice") stating that Owner
shall have only those rights and interests hereafter specified
in this Exhibit D.8.12. From and after delivery of a Loss of
Rights Notice, (i) Owner shall have no right to receive
Owner's Seat Use Allocation, Owner's Operating Income
Allocation or any other money arising out of, from or
connected with the

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Premises; (ii) Owner shall no longer have any right or
interest in the Maintenance Account or Replacement Fund for
the purposes and to the extent specified in this Contract;
(iii) the Convention Development Tax Revenues that pursuant to
this Contract have been dedicated to the Arena and Owner's
Allocation of Operating Income and Owner's Seat Use Allocation
for each Operating Year shall be paid directly to a fund
("Operator Fund") established by the City Of Miami ("City") or
its successor and used to fund Owner's obligations under this
Contract for such Operating Year; (iv) subject to the
requirements of the preceding subparagraph (iii), City shall
have the right to withdraw that portion of the funds in the
Operator Fund in excess of three million ($3,000,000.00)
dollars (provided that at the time of such withdrawal and at
the time of any future withdrawal there is a balance then in
the Operator Fund of at least three million ($3,000,000.00)
dollars) and use such withdrawn funds as City, in its sole
discretion, deems appropriate and Operator, at no time, shall
have any right to the portion of funds in the Operator Fund in
excess of three million ($3,000,000.00) dollars; (v) City (or
in the instance in which the Owner has not been dissolved, a
successor governmental entity appointed by the City for such
purpose) shall make disbursements out of the Operator Fund and
the Maintenance Account in the same manner and for the same
purposes that the Owner is obligated under this Contract; (vi)
subject to the preceding subparagraphs, all rights, interests,
obligations, covenants, restrictions and requirements of the
Owner under the Block 44/57 Agreement shall become the rights,
interests and (subject to the limitations on liability set
forth in Section 18.1 of the Block 44/57 Agreement and Exhibit
D.1.6.3 of this Contract) the obligations, covenants,
restrictions and requirements of Operator and all rights and
interests of the Owner under this Contract shall become the
rights and interests of the City or whoever is then lessor
under the Block 44/57 Agreement; and such rights and interest
shall be self operative with no further agreement between City
and Operator being necessary to effect the same. Upon an
Operator Default under this Contract or the Block 44/57
Agreement, City shall have the right to terminate this Contract

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and the Block 44/57 Agreement and pay to Operator an amount of
money equal to the lesser of the Termination Fee or the amount
of money in the Maintenance Account, Operator Fund and
available to Operator through Operator's claim on the
Convention Development Tax Revenues. Subject to the
provisions of this Exhibit D.8.12, proceeds remaining in the
Operator Fund after Operator has been terminated by the City
pursuant to Owner's right to terminate Operator under this
Contract shall be the City's to be used as the City deems
appropriate. The City, and its successors and assigns, shall
have no liability for failure of the Owner to fulfill any of
Owner's obligations under this Contract and Operator's sole
remedy shall be either: (a) to terminate this Contract and
collect the Termination Fee solely from any funds then
remaining in the Operator Fund and to the extent permissible
under the Bonds in the Maintenance Account and available
through Operator's claim on the Convention Development Tax
Revenues; or (b) to continue as Operator under this Contract
and the Block 44/57 Agreement with Operator having all rights
and obligations of Operator under this Contract and the Block
44/57 Agreement and Owner's obligations. under the Block 44/57
Agreement subject to the provisions of Section 4.2(i), (ii),
(iii), (iv), (v), (vi) of the Block 44/57 Agreement, and being
permitted to occupy the Arena and the Project Land so long as
there exists no condition that constitutes an Operator Default
under this Contract and the Block 44/57 Agreement and all
Annual Rentals, all Additional Rent and other payments due the
City under the Block 44/57 Agreement, if it was in effect, are
made on a timely basis.

D.8.13 Bond Documents. Notwithstanding anything in the Contract to
the contrary, so long as the Bonds and the Miami Sports and
Exhibition Authority Subordinate Obligation Note Series 1985
remain outstanding, the amounts received by Owner pursuant to
the Contract shall in no event exceed the maximum allowable in
the opinion of the owner's bond counsel under federal law to
maintain the tax exempt status of the Bonds and the Miami
Sports and Exhibition Authority Subordinate Obligation Note
Series 1985. Unless an opinion is obtained by Owner's bond
counsel allowing such funds to be paid to Owner or a designee
of Owner, any moneys in excess of such amount shall be paid to
the Operator and its successors.

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D.9 INSPECTIONS, BOOKS, RECORDS, ACCOUNTS AND AUDITS

D.9.1 Inspection. Owner shall have the right, upon reasonable notice
to Operator, to inspect the Project and all parts thereof,
from time to time, by inspectors designated in writing by the
Owner Representative. No such inspection shall relieve
Operator of any of its obligations hereunder. Neither failure
to inspect nor failure to discover or reject any of the Work
that fails to comply with any provisions of this Contract
shall be construed to imply owner's acceptance of such Work or
to relieve Operator of any of its obligations hereunder.
Owner agrees that its right of inspection shall be used
reasonably and in a timely manner so as not to delay the
orderly performance and completion of the Work.

D.9.2 Books, Records and Accounts. Operator shall keep, or cause to
be kept, proper books, records and accounts in Miami in which
complete and correct entries shall be made of all transactions
pertaining to the Work and the Arena in accordance with
generally accepted accounting principles. Such matters
pertaining to the Development Work and the construction Work
will be kept in Houston, Texas and those matters pertaining to
the Operating work shall be kept in Miami, Florida.

D.9.3 Statements and Audits.

D.9.3.1 Within one hundred fifty (150) days after completion
of construction of the Arena, Operator shall furnish
to owner a preliminary audit prepared by an
independent firm of certified public accountants of
national reputation, covering all of the Development
Work and the Construction Work and on the date on
which all final Public Capital Costs and Private
Capital Costs are known, a final audit shall be
prepared and furnished to Owner. Any shortages or
overpayments of any of the Public Capital Costs,
including without limitation the Development Fee or
any of the Private Capital Costs, disclosed by the
audit shall be promptly adjusted and paid.
Thereafter Owner and Operator shall have

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no further liability, one to the other in respect of
the payment of the Public Capital Costs or the
Private Capital Costs.

D.9.3.2 After the Opening Date, Operator shall furnish to
Owner unaudited quarterly statements of Operating
Income received and Operating Expenses incurred in
connection with the Arena not later than the last day
of the month next following the month in which such
Operating Income is received and such Operating
Expenses are incurred.

D.9.3.3 Operator shall furnish to owner, not later than
ninety (90) days after the end of each Operating
Year, an audit prepared by an independent firm of
certified public accountants of national reputation
acceptable to, and certified to, both owner and
operator, covering the operations and accounts of the
Arena for the preceding Operating Year (or with
respect to the first year of operation, the period
from the opening Date to commencement of the first
full Operating Year). Any shortages or overpayments
of Owner's Seat Use Allocation, Operator's Seat Use
Allocation, Owner's Operating Income Allocation and
operator's operating Income Allocation disclosed by
the audit shall be promptly adjusted and paid.

D.10 MISCELLANEOUS

D.10.1 Standard of Care. Operator shall use reasonable efforts to
take all precautions which are deemed reasonably necessary and
adequate against any conditions created during the progress of
Operator's activities hereunder which involve a risk of bodily
harm to persons or risk of damage or loss to any property.
Operator shall regularly inspect all work, materials, and
equipment in an attempt to discover any such hazardous
conditions. Owner shall have the right to inspect during
regular business hours the Premises and all maintenance
records. Operator is an independent

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contractor hereunder, and any provision of this Contract that
may appear to give Owner or the Owner Representative the right
to direct Operator as to the details of performing the Work
shall be deemed to mean that Operator shall follow the desires
of Owner or the Owner Representative in the results of the
Work only, and not in the means whereby the Work is to be
accomplished. Operator shall have complete and authoritative
control as to the details of doing the Work. Neither the
agents, representatives, nor employees of Operator, nor those
of any of its subcontractors, shall be deemed to be the
agents, representatives or employees of owner.

D.10.2. Emergency Services and Expenditures. Without owner's prior
approval of the performance thereof or the amount to be
expended therefor, Operator shall have the right to perform
all emergency repairs or services immediately necessary for
the preservation and safety of the Arena, or to avoid the
suspension of any substantial and important service to the
Arena, or to avoid or prevent immediate danger to life or
property, and whether or not the cost thereof is set forth in
any budget (provided that for any situation that is not life
threatening, such amount is not reasonably anticipated by
Operator to exceed $50,000.00). However, Operator shall, if at
all possible, secure owner's prior approval of the performance
of any such repair or service and the expenditure of any such
amount, by telephone or in writing, as the circumstances
reasonably allow, and in any event, Operator shall give owner
verbal notice of the performance of such repairs or services
and the expenditure of such amounts as soon as practicable
under the circumstances. Thereafter, as soon as practicable,
Operator shall give owner written notice of the details and
expenses thereof.

D.10.3 Force Majeure. Except as otherwise expressly provided in this
contract, neither party shall be obligated to perform and
neither shall be deemed to be in default hereunder, if
performance of a non monetary obligation is prevented by the
occurrence of any of the following (herein called "force
majeure" or "event of force majeure") acts of God, strikes,
lockouts, other industrial disturbances, acts of the public
enemy, laws,

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rules and regulations of applicable governmental bodies, wars
or warlike action (whether actual, impending, or expected and
whether de jure or de facto), arrest or other restraint of
government (civil or military), blockades, insurrections,
riots, epidemics, landslides, lightening, earthquakes, fires,
hurricanes, storms, floods, washouts, civil disturbances,
explosions, breakage or accident to equipment or machinery,
confiscation or seizure by any government or public authority,
nuclear reaction or radiation, radioactive contamination, or
any other causes, whether for the kind herein enumerated or
otherwise, that are not reasonably within the control of the
party claiming the right to delay performance on account of
such occurrence.

D.10.4 Future Development of Phase II. Subject to the further
provisions of this Exhibit D.10.4, Operator agrees to assist
Owner to continue to proceed with the plan to develop and
construct a permanent exhibition facility pursuant to Owner's
Request for Proposals which selected Operator to develop both
Phase I (the Arena Project) and Phase II (the Exhibition
Center Project in Park West). Operator and Owner agree to use
their best efforts to develop Phase II (as such project is
further defined in a mutually acceptable manner) and enter
into all necessary agreements for the development of Phase II
when adequate funding is obtained or identified for use in the
Phase II, provided however that nothing herein shall be
construed to require the performance of the owner or the
Operator to enter into such agreements, nor shall Owner or
Operator be required to fund the Phase II Project if funds are
not reasonably available to it, nor shall Operator, by the
terms of this Agreement become entitled to or obtain any
vested rights in or claim designation as the developer of
Phase II. Operator specifically agrees that in the event City
or Owner elects to build an exhibition center without
Operator, Operator shall waive and denounce and be deemed to
have waived and denounced any and all rights it may have had
as a result of Owner's Request for Proposal process and upon
request will execute documents confirming such waiver.

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D.10.5 Governing Law. This Contract shall be governed by the laws of
the state of Florida, and venue shall be in the City of Miami,
Dade County, Florida.

D.10.6 Notices. Any notice provided, or permitted, to be given under
this Contract must be in writing and may be served (i) by
depositing the same in the United States mail addressed to the
party to be notified, postage pre-paid, registered or
certified mail, return receipt requested; (ii) by delivering
the same in person to such party; or (iii) by pre-paid
telegram, telex, private or commercial telecopy, or Federal
Express or similar delivery service. Notice given in
accordance with (i) above, shall be effective three (3) days
after being deposited in the U.S. mail. Notice given in
accordance with (ii) or (iii) above shall be effective upon
receipt at the address of the addressee. For purposes of
notice, the addresses of the parties shall be as follows:

If to Owner: Miami Sports and Exhibition
Authority
300 Biscayne Boulevard Way
1120 DuPont Plaza Center
Miami, Florida 33131
Telex No.:
Telecopy No.:

With a copy
to: Robert N. Sechen
Blackwell, Walker, Fascell & Hoehl
2400 AmeriFirst Building
One S.E. Third Avenue
Miami, Florida 33131
Telex No.:52-2798
Telecopy No.:305-372-1468
If to
Operator: C. Dean Patrinely
Decoma Venture
5151 San Felip-2, Suite 1400
Houston, Texas 77056

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With a copy
to: Francis J. Coleman
James B. Rylander
Vinson & Elkins
3300 First City Tower
1001 Fannin
Houston# Texas 77002-6760
Telex No.: 762146 VESS HOU
Telecopy No.: 713-651-2346

From and after Opening Date a copy of all notices to Operator
must also be sent to:

HSA Management, Inc.
P. 0. Box 288
Houston, Texas 77001

With a copy
to: Denis C. Braham
Dow, Cogburn & Friedman
The Coastal Tower
Nine Greenway Plaza
Suite 2300
Houston, Texas 77046
Telecopy No.: 713-626-3030

and to:

General Manager
Miami Arena
Miami, Florida

D.10.7 Entire Agreement. This Contract constitutes the entire
agreement, and supersedes any and all prior agreements and
understandings, both written and oral, between the parties
with respect to the subject matter hereof.

D.10.8 Non-Waiver. No waiver or waivers by either party hereto of
any breach or default of any provision hereunder shall be
deemed a waiver of any other provision hereof or a waiver of
any subsequent or continuing breach or default unless such
waiver is specifically agreed to in writing. No payment made
under this Contract (i) shall be, or be

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EX-10.7 109th Page of 203 TOC 1st Previous Next ↓Bottom Just 109th
construed to be, final acceptance or approval of that part of
the Work to which such payment relates or any other part of
the Work, (ii) shall relieve the Operator of any of its
obligations hereunder with respect thereto, or (iii) shall
constitute a waiver of, or otherwise affect, the covenants and
warranties of the Operator.

D.10.9 Captions. The captions used in this Contract are for
convenience only and shall in no way define, limit, or
describe the scope or intent of this Contract or any part
thereof.

D.10.10 Use of Certain Words. The use of the words "hereof",
"herein", "hereunder" and words of similar import shall refer
to this entire Contract and not to a particular paragraph or
provision of this Contract, unless the context clearly
indicates otherwise.

D.10.11 Severability. If any term or provision of this Contract, or
the application thereof to any person or circumstance shall,
to any extent, be invalid or unenforceable, the remainder of
this Contract or the application of such term or provision to
the persons or circumstance other than those as to which it is
held invalid or unenforceable, shall not be affected thereby,
and each term and provision of this Contract shall be valid
and be enforced to the fullest extent permitted by law.

D.10.12 No Third Party Beneficiaries. The terms and Provisions of
this Contract shall inure to the benefit of and be enforceable
by the parties hereto and their permitted assignees, and no
third parties shall succeed to any right hereunder or be
benefitted hereby.

D.10.13 Governmental Imposition. If any political entity or authority
alleges during the Term of this Contract that the Operator has
acquired any interest under this Contract that is subject to
an ad valorem tax and imposes or attempts to impose such tax
on any such interests, Operator shall pay this same prior to
delinquency; however, Operator shall have the right to contest
any such imposition. Moreover, the amount of any such tax and
costs incurred in contesting imposition of such tax shall be
considered Operating Expenses.

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D.10.14 Attorneys' Fee. In the event either party defaults in the
performance of any of the terms, conditions or agreements
contained in this Contract and the other party places the
enforcement of this Contract, or any part thereof, or the
collection of any sums due, or to become due, hereunder or
delivery or recovery of the Premises, in the hands of an
attorney who files suit upon the same (either by direct action
or counterclaim) and should such non-defaulting party prevail
in such suit, the defaulting party shall pay the other party's
reasonable attorney's fee. Any such attorney's fees shall not
be considered Operating Expenses.

D.10.15 Conflicts of Interest; MSEA and City Representatives and
Officers and Directors of Operator Not Individually Liable.
No member, official, representative or employee of Owner shall
have any personal interest, direct or indirect, in this
Contract nor shall any such member, official, representative
or employee participate in any decision relating to this
Contract which affects his or her personal interest in any
corporation, partnership or association in which he or she is,
directly or indirectly, interested. No member, official,
representative or employee of Owner shall be personally liable
to the Operator or any successor in interest to the Operator,
in the event of any default or breach by Owner, or for any
amount which may become due to the Operator or its successor
in interest, or on any obligations under the terms of this
Contract. No member, representative, director, agent or
representative, partner, Shareholder, officer or employee of
Operator or any Operator Affiliate shall be personally liable
to the Owner or the City or any successor in interest to the
Owner or the City, in the event of any default or breach by
Operator or any Operator Affiliate or for any amount which may
become due to the Owner or City or their successors in
interest, or on any obligations under the terms of this
Contract.

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EX-10.7 111th Page of 203 TOC 1st Previous Next ↓Bottom Just 111th

EXHIBIT E

INSURANCE

E. 1. INSURANCE COVERAGE. To the extent available on commercially reasonable
terms, Operator shall obtain, and maintain, or cause to be obtained and
maintained, on behalf of Owner, Operator and the other parties specifically
referenced below, the following insurance coverages, the cost of which
(including but not limited to the cost of premiums, deductibles and claims
processing) shall be included in Operating Expenses unless otherwise provided.
If at anytime the insurance required by this Exhibit E is not available on
commercially reasonable terms, whether as to the amounts of such insurance or
the risk protected against thereby, it will not constitute an Operator Default
hereunder if Operator, together with the good faith assistance of City,
develops an alternative risk finance plan capable of providing substantially
equivalent protection on behalf of City, Owner, Operator and other parties
specifically referenced below to substantially the same extent as the insurance
coverage contained herein.

E.1.1. INSURANCE COVERAGE BY CONTRACTOR AND SUBCONTRACTORS
DURING CONSTRUCTION WORK. Operator shall, prior to
the commencement of any construction at the Project
Land, cause the Contractor specified in the
Construction Contract to provide, and thereafter keep
in full force and effect until completion of the
Construction Work (or as otherwise provided in the
Construction Contract), as a part of Contractor's costs
under such Construction Contract, the insurance
coverages hereinafter specified in this Exhibit E.1.1;
such coverages shall be in primary and/or excess form
with limits not less than those set out below with
insurers licensed to do business in the State of
Florida and under forms or policies acceptable to
Operator, Owner, and/or the City. Operator covenants
and agrees that no construction shall be commenced at
the Project Land until Operator- shall have delivered
or caused to be delivered to Owner the certificates

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of insurance for the coverages specified under this
Section E.1.1., which shall clearly indicate that the
parties required to obtain the insurance under this
Section E.1.1. have obtained insurance in the type,
amount and classification as required under this
Section E.1.1.

E.1.1.1. Comprehensive General Liability
insurance. Comprehensive general
liability insurance or a comparable
policy form, naming Contractor as the
name insured, and Owner and the City as
additional insureds insuring against
liability for bodily injury and death
and for property damage, in an amount
not less than $1,000,000.00 combined
single limit per occurrence, if
available, and in the aggregate. Such
insurance shall contain blanket
contractual coverage and shall also
provide the following protection:

- premises/operations coverage;

- broad form property damage
liability coverage;

- completed operations coverage
for a period of two (2) years
following the date of
substantial completion of the
Work;

- XCU coverage;

- independent contractors and
employees as additional
insureds; and

- personal injury protection.

E.1.1.2 Automobile Liability Insurance.
Automobile liability and property
damage insurance covering all owned
non-owned and hired vehicles used in
connection with or arising out of
performance of the Construction
Contract, naming Contractor as the

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named insured, and Owner and the City
as additional insureds, insuring
against liability for bodily injury and
death and for property damage in an
amount not less than $1,000,000.00 per
occurrence, if available, and in the
aggregate.

E.1.1.3 Workers' Compensation Insurance.
Workers' compensation insurance
providing statutory Florida state
coverage for all persons or entities
employed by Contractor in connection
with the construction at the Premises,
with employer's liability insurance of
not less than $500,000.00 per
occurrence and in the aggregate.

E.1.1.4 Umbrella Liability Insurance.
Umbrella liability insurance naming
Contractor as the named insureds, and
Owner and the City as additional
insureds, in an amount not less than
$20,000,000.00 per occurrence, if
available,, and in the aggregate.
Such policy shall be following form
and written on an excess basis above
the coverages required under E.1.1.1.,
E.1.1.2 and E.1.1.3 above.

E.1.2. ADDITIONAL INSURANCE COVERAGE BY OPERATOR DURING
CONSTRUCTION WORK. In addition to the insurance
coverages required to be maintained by Contractor and
any subcontractors under Section E.1.1. hereof,
operator shall, prior to the commencement of any
construction at the Project Land, and continuing until
completion of the Construction work,* maintain in effect
the following insurance coverages:

E.1.2.1. Comprehensive General Liability
Insurance. Comprehensive General
liability insurance or a comparable
policy form, naming Operator as the
named insured, and Owner and the City
of Miami (the "City"), a municipal
corporation of the State of Florida as
additional insureds, insuring against
liability for bodily injury and death
and for property damage, in an amount

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not less than $1,000,000.00 combined
single limit per occurrence, if
available, and in the aggregate. Such
insurance shall contain blanket
contractual coverage and shall also
provide the following protection:

- premises/operations coverage;

- broad form property damage
liability coverage;

- completed operations coverage
for a period of two (2) years
following the date of final
acceptance of the
Premises;,

- XCU hazards;

- independent contractors and
employees as additional
insureds; and

- personal injury protection.

E.1.2.2. Automobile Liability Insurance.
Automobile liability and property
damage insurance covering all owned,
non-owned and hired vehicles used in
connection with or arising out of
performance of this Contract, naming
operator as the named insured, and
Owner and the City as additional
insureds, insuring against liability
for bodily injury and death and for
property damage in an amount not less
than $1,,0000,000.00 per occurrence, if
available, and in the aggregate.

E.1.2.3. Workers' Compensation Insurance.
Workers' compensation insurance
providing statutory Florida state
benefits for all persons or entities
employed by Operator in connection with
the development and construction at the
Premises, with employer's liability
insurance of not less than $500,000.00
per occurrence and in the aggregate.

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E.1.2.4. Builders Risk Insurance. Builders
Risk Insurance covering all risks,
subject to policy terms and conditions,
of direct physical loss or damage to
property, materials, equipment and
supplies which are to become an
integral part of the Project, whether
owned by Owner, Operator, Contractor or
subcontractors of every tier, and in
which one or more of same has an
insurable interest, while in transit,
while at the site of the Project
awaiting construction, during
construction, and until passage of
care, custody and control of the
entire. Project to Operator. Such
insurance shall be maintained to cover,
as nearly as practicable, the insurable
value of such property, materials,
equipment and supplies at risk, and
shall contain a waiver of subrogation
in favor of Contractor and
subcontractors of every tier for loss
or damage occurring during the
Construction Work and shall name Owner
and Operator as the named insureds, and
Contractor as an additional insured.
Any proceeds payable pursuant to the
insurance coverage required under this
Section E.1.2.4. shall, after first
being disbursed in the manner provided
in the Construction Contract, be paid
to Operator for payment of Project
Costs. The policy or policies
providing the insurance described in
this Exhibit E.1.2.4 and the
deductibles shall be approved by Owner
and City.

E.1.2.5. Boiler and Machinery Insurance.
Boiler and machinery insurance in an
amount not less than $1,500,000.00 per
occurrence and in the aggregate on a
combined basis covering direct property
loss and providing for all steam,
mechanical and electrical equipment,
subject to the policy terms and
conditions, naming Owner and Operator
as the named insureds, and Contractor
as an additional insured.

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Operator covenants and agrees that no construction
shall be commenced until Operator shall have delivered
to Owner the certificates of insurance for the
coverages specified under this Section E.1.2., which
shall clearly indicate that the parties required to
obtain the insurance under this Section E.1.2. have
obtained insurance in the type, amount and
classification as required under this Section E.1.2.
The insurance required by this Section E.1.2., at the
option of Operator, may be effected by blanket and/or
umbrella policies issued to Operator, covering the
Premises and other properties owned, leased or operated
by Operator, provided that the policies otherwise
comply with the provisions of this Section E.1.2. From
and after completion of the Construction Work and
passage of care, custody and control of the entire
Project to Operator, Operator shall maintain the
insurance required by Section E.1.4. hereof.

E.1.3. INSURANCE COVERAGE BY DESIGN PROFESSIONALS DURING
CONSTRUCTION WORK. Operator shall, prior to the
commencement of any construction at the Project Land,
provide an architects and/or engineers professional
liability policy covering all design professionals
working on the Project, with limits of liability of
$5,000,000.00 in the aggregate. Such policy shall be
maintained in effect until substantial completion of
the Construction Work, shall include tail coverage for
five (5) years after substantial completion of the
Construction Work, and shall be deemed primary to the
insurance coverages to be provided by the design
professionals, as set forth below. In addition to such
professional liability insurance coverage, Operator
shall, prior to the commencement of any construction at
the Project Land, cause the following design
professionals to provide, at such parties' sole cost
and expense, the following insurance coverages:

E.1.3.1. Professional Liability Insurance.
Professional liability insurance
covering errors and omissions in design
or work product, with limits of
liability as follows:

Lloyd Jones Fillpot/Architect $1,000,000.00
in aggregate

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Crain Anderson, Inc./Architect $2,000,000.00
in aggregate

Cruz-Stark Associates/Architect $ 100,000.00
in aggregate

Morris Architects/ $2,000,000.00
Graphics Consultant in aggregate

Walter P. Moore Associates, $2,000,000.00
Inc./Structural & Civil in aggregate
Engineer

SM Engineering, Inc./MEP
Engineers

Lagomasino, Vital Associates/ $ 250,000.00
MEP Engineers in aggregate

Post, Buckley, Schuh & $5,000,000.00
Jernigan, Inc./Civil Engineer in aggregate

Law Engineering Testing Co./ $1,000,000.00
Geotechnical Investigation in aggregate

Phillips & Brown/Planning and $ 500,000.00
Urban Design in aggregate

E.1.3.2. General Liability Insurance.
Comprehensive general liability
insurance, naming each design
professional as the named insured, and
Operator, Owner and the City, as
additional insureds, such insurance to
insure against liability for bodily
injury and death and for property
damage, in the amounts set forth beside
each design professional specified
below. Such insurance shall contain
blanket contractual coverage and shall
also provide for premises/ operations
coverage, independent contractors
coverage, completed operations coverage
for a period of two (2) years following
the date of final acceptance of the
Premises, and personal injury
protection. The following design
professionals shall provide such

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insurance in combined single limits as
follows:

Lloyd Jones Fillpot $ 500,000.00

Crain Anderson, Inc. $ 300,000.00

Cruz-Stark Associates $ ___________

Morris Architects $ 500,000.00

Walter P. Moore Associates,
Inc. $2,000,000.00

SMD Engineering, Inc, $ 500,000.00

Lagomasino, Vital &
Associates $ ___________

Post, Buckley, Schuh &
Jernigan $5,000,000.00

Law Engineering Testing
Company $1,000,000.00

Phillips & Brown $ 500,000.00

E.1.3.3. Workers' Compensation Insurance. Workers'
compensation insurance providing statutory Florida
state benefits for all persons employed by each design
professional in connection with the development and
construction at the Premises, with employer's liability
insurance of not less than $500,000.00 per occurrence
and in the aggregate. Each such policy of insurance
shall contain an acknowledgment by the insurance
company that its rights of subrogation have been
waived in favor of Owner, Operator and the City.

E.1.4. INSURANCE COVERAGE BY OPERATOR FOLLOWING COMPLETION OF CONSTRUCTION.
Operator shall, upon substantial completion of the Project and
continuing throughout the remaining Term of this Contract, maintain
in effect the following insurance coverages with such deductibles as
are commercially reasonable at the time:

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EX-10.7 119th Page of 203 TOC 1st Previous Next ↓Bottom Just 119th
E.1.4.1. Property Insurance. An "All Risk of Physical
Loss" form of policy (with Replacement Costs
Endorsement) insuring all real and personal
property constituting the Premises excluding the
foundation (including the expense of the removal
of debris of such property as a result of damage
by an insured peril), subject to the terms and
conditions of the insuring agreements, including
coverage for loss or damage by water and flood,
with such sublimits as are mutually agreed upon
by Owner and Operator. Coverage shall be written
on as broad an "All Risk of Physical Damage" form
as is commercially available. The Premises and
the contents thereof shall be insured to full
insurable value. The policy or policies of
insurance, if the same contains a co-insurance
requirement, shall contain an agreed amount
endorsement in an amount reasonably agreed upon
by Owner and Operator, provided that the amount
set forth in such endorsement shall be sufficient
to prevent Owner and Operator from becoming
co-insurers in the event of a loss. Such
insurance shall name Owner and Operator as the
named insureds, and the City as an additional
insured.

E.1.4.2. General Liability Insurance. Comprehensive
general liability insurance or a comparable
policy form, naming Operator as the named
insured, and Owner and the City as additional
insureds, insuring against liability for bodily
injury and death and for property damage, in an
amount not less than $20,000,000.00 combined
single limit per occurrence, if available, and in
the aggregate. The limits of such insurance can
be provided in primary and/or excess form. Such
insurance shall include coverage for the Premises
and all parking lots, if any, sidewalks and
private drives adjoining or appurtenant to the
Premises, containing

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automatic blanket contractual coverage and
providing for the following additional protection:

- products and completed operations
coverage;

- broad form property damage liability
coverage;

- personal injury protection;

- sprinkler leakage - water damage legal
liability;

- fire legal liability if not otherwise
covered under the comprehensive form of
public liability insurance; and

- employees as additional insureds coverage.

E.1.4.3. Automobile Liability Insurance. Automobile
liability and property damage insurance covering
all owned, non-owned and hired vehicles used in
connection with the operation of the Premises
arising out of this Contract, insuring against
liability for bodily injury and death and for
property damage in an amount not less than
$5,000,000.00 per occurrence, if available, and in
the aggregate. The limits of such insurance can
be provided in primary and/or excess form. Such
insurance shall name Operator as the named
insured, and Owner and City as an additional
insured.

E.1.4.4. Workers' Compensation Insurance. Workers'
compensation insurance providing statutory
Florida State benefits for all persons or
entities employed in connection with the Premises,
with employer's liability insurance of not less
than $500,000.00 per occurrence and in the
aggregate. Such coverage will contain a
voluntary workers'

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compensation endorsement and a broad form
all-states endorsement.

E.1.4.5. Boiler and Machinery Insurance. At Operator's
option, Operator will provide boiler and
machinery insurance in an amount not less than
$1,500,000.00 per occurrence and in the
aggregate on a combined basis covering all
steam, mechanical and electrical equipment,
boiler explosion and loss of income, subject to
the policy terms and conditions, naming Owner
and Operator as the named insureds and the City
as an additional insured.

E.1.4.6. Business Interruption/Loss of Earnings
Insurance. Business interruption/loss of
earnings insurance in an amount equal to the
greater of $2,000,000.00 or an amount equal to
the previous Operating Year's Operating Income,
naming Operator as the named insured and Owner
and City as an additional insured. Any
proceeds payable pursuant to the insurance
coverage required under this Section E.1.4.6.
shall constitute Operating Income during the
Operating Year in which such proceeds are
received by Operator.

E.1.4.7. Employer's Fidelity insurance. [To Be Added.]

E.1.4.8. Other. Insurance against such other operating
risks against which is now or hereafter may be
customary to insure in the operation of similar
facilities and such additional amounts and
types of coverage as may be desirable in the
reasonably exercised judgment of Operator.

E-2. POLICIES. Every policy referred to in this Exhibit E shall (a) except
for non-payment of premium, provide that no material change,
cancellation or termination shall be effective until at least thirty
(30) days after receipt of written notice thereof has been received by
Owner and Operator (and the City, for the coverages required to be

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maintained pursuant to Section E.1.4 hereeof); (b) provide that such
insurance shall not be invalidated by any act or negligence of Owner,
Operator, Contractor, any subcontractors or any person or entity
having an interest in the Project, nor by any foreclosure or other
proceedings or notices thereof relating to the Premises, nor by any
change in title to or ownership of the Premises; and (c) include a
waiver of all rights of subrogation in favor of Owner and City, its
officers, directors, and/or employees and in favor of Operator, it
constituent partners and/or employees.

E.3 RESPONSIBLE COMPANIES. All insurance required by any provision of
this Exhibit E shall be in such form and shall be issued by such
responsible companies licensed and authorized to do business in the
State of Florida as are reasonably acceptable to Owner. Any insurance
company rated at least "A" as to management and at least "Class X" as
to financial strength in the latest addition of Best's Insurance
Guide, published by Alfred M. Best Co., Inc., 75 Fulton Street, New
York,, New York (or any successor publication of comparable standing)
shall be deemed a responsible company and acceptable to Owner.

E.4 COPIES. Operator shall furnish certified true copies of the insurance
policies required under Section E.1.4. to Owner and to the City, which
shall clearly indicate that the parties required to obtain insurance
hereunder have obtained insurance in the type, amount and
classification as herein required. Copies of all policies of
insurance and renewals thereof shall be furnished by Operator upon
request of Owner prior to the effective date thereof. Operator shall
use its best efforts to obtain and deliver to Owner certificates of
new or renewal policies replacing any policies expiring during the
term of this Contract at least thirty (30) days prior to the date of
expiration of any policy.

E.5 COOPERATION; ADDITIONAL INSUREDS; PROOF OF LOSS. Operator and Owner
shall cooperate, and Operator shall cause Contractor, any
subcontractors, and any other parties who have been named as insureds
or additional insureds to cooperate, in connection with the collection
of any insurance moneys that may become due in the event of loss.
Notwithstanding any such inclusion as an insured or an additional
insured, the parties hereto agree, subject to the provisions of the
Construction Contract, that any losses under all policies of insurance
shall be payable, and all insurance proceeds recovered thereunder
shall be applied and disbursed, in

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EX-10.7 123rd Page of 203 TOC 1st Previous Next ↓Bottom Just 123rd
accordance with the provisions of this Exhibit E. Operator and Owner
shall execute and deliver such proofs of loss and other instruments
that may be required for the purpose of obtaining the recovery of any
such insurance moneys.

E.6 PROCEEDS OF INSURANCE. If, during the term of this Contract, the
Premises (including any personal property furnished or installed in, on
or about the Premises) are lost, damaged or destroyed by fire or other
casualty (including any casualty for which insurance was not obtained
or obtainable) of any kind or nature, ordinary or extraordinary,
foreseen or unforeseen (all of which shall hereinafter be referred to
as a "Casualty"), Operator shall make proof of loss in accordance with
the terms of the property insurance policies required to be maintained
hereunder, and the proceeds of such policies shall be payable as
follows:

E.6.1. If (i) the amount of the proceeds actually received
under such property insurance policies are adequate to
repair, restore, replace or rebuild the Premises
(hereinafter referred to as "Reconstruction Work"), in
the reasonable judgment of Operator, and (ii) there
are at least five (5) years remaining in the Term of
this Contract, then all amounts payable under the
property insurance policies maintained hereunder shall
be paid directly to Operator and shall be used by
Operator, to the extent required, for the
Reconstruction Work so that the Premises shall be
restored to a condition comparable to their condition
prior to the Casualty. The cost of any Reconstruction
Work performed by Operator hereunder shall
specifically include a reasonable development fee to
be paid to Operator. Operator shall commence the
Reconstruction Work as soon as is reasonably practical
following the Casualty and thereafter shall diligently
prosecute the Reconstruction Work to completion.
Operator's obligations to expend money with respect to
the Reconstruction Work shall be limited to the amount
of the insurance proceeds actually received by
Operator hereunder.

E.6.2. If following any Casualty the amount of the proceeds
received under such policies will be inadequate in
the reasonable judgment of Operator to pay the costs
required to perform the

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Reconstruction Work, then Owner and Operator shall
each have the right to terminate this Contract,
exercisable by giving written notice to the other
party within three (3) months following the Casualty.
Upon any such termination, the proceeds payable under
the property insurance policies maintained hereunder
shall be paid, first directly to Operator in payment
of the amount hereinafter specified, and any
remaining amounts shall be paid to Owner. The amount
payable to Operator pursuant to this Exhibit E.6.2.
shall be as follows:

E.6.2.1. If the Casualty occurs prior to the
twenty-eighth (28th) Operating Year,
an amount of money equal to the
Termination Fee specified in Exhibit
D.1.4.1.; however, the amount
payable pursuant to this Exhibit
E.6.2.1. shall not exceed fourteen
percent (14%) of the amount of
insurance proceeds actually received
as long as the amounts paid pursuant
to this Exhibit E.6.2.1. equal at
least $7,121,000.00;

E.6.2.2. If the Casualty occurs after the
twenty-seventh (27th) Operating Year
and prior to the thirty-third (33rd)
Operating Year, an amount equal to
the sum of the lesser of Operator's
Decoma Amount or the amount
specified in Exhibit D.1.4.1(a)(y)
plus the amount set forth in Exhibit
D.1.4.1(b) minus the amount set
forth in Exhibit 1.4.1(c); or

E.6.2.3. If the Casualty occurs after the
thirty-second (32nd) Operating Year,
an amount equal to the amount set
forth in Exhibit D.1.4.1(b) minus
the amount set forth in Exhibit
D.1.4.1.(c).

E.7 DEDUCTIBLES AND PREMIUMS. City shall not be responsible for payment
or the premiums, deductibles or retentions in connection with any of
the insurance provided for in this Exhibit E; all such premiums,
deductibles and retentions shall be Operating Expenses paid in
accordance with the provisions of the Miami Arena Contract if incurred
after

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the Opening Date and Project costs if incurred before the Opening Date.

DCOMA:e
9.22.9:30

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EXHIBIT F

GENERAL DESCRIPTION OF PROJECT

An indoor arena ("Arena") containing approximately 300,000 square feet with a
seating capacity of approximately 16,000, on the Project Land of approximately
4.8 acres in Miami, Florida bounded by Northwest 6th and Northwest 8th Streets
and by Northwest 1st and North Miami Avenues that is constructed, equipped and
ready for operation in the manner reasonably necessary to satisfy the following
design criteria:

An arena/coliseum facility consisting of approximately 300,000 square feet of
gross building area, not including exterior stairways or landings. The
facility will contain both a lower and upper seating bowl. The interior of the
building will contain a sub-concourse level which will house offices for
administration, concessions, security and primary tenants. The sub-concourse
area will be utilized for shipping, receiving, loading and unloading of
materials and other related equipment for the presentation of events as
outlined below. The interior of the building also will include a concourse
level which will house adequate restroom and concessions facilities. The
concourse level will also serve as the entrance area to the Arena, as well as
to both the lower and upper seating bowls. Also included in the interior
building will be a third or uppermost level which will house skyboxes, sound
and lighting control, and catwalk access. The facility will be capable of
hosting the following events with the respective seating capacities:

[Download Table]

1. Concerts 16,000 Seats
2. Circus 14,500 Seats
3. Ice Shows 10,000 Seats
4. Basketball 15,500 Seats
5. Wrestling 16,000 Seats
6. Boxing 16,000 Seats
7. Rodeo 14,500 Seats
8. Tractor Pull 14,500 Seats
9. Mud Bog 14,500 Seats
10. Motorcycle ATV Flat Track Racing 14,000 Seats
11. Motorcycle ATV Course Racing 14,000 Seats
12. Hockey 14,500 Seats

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[Download Table]

13. Tennis 14,000 Seats
14. Gymnastics 15,000 Seats
15. Closed Circuit Television 12,500 Seats
16. Miscellaneous Meetings 16,000 Seats
17. Flat Show 17,000 Square
Foot Floor
18. Kick Boxing 15,000 Seats
19. Other Family spectacular Shows 8,000-11,000 Seats
20. Dog Shows 15,000 Seats
21. Horse/Stock Shows 14,500 Seats
22. Soccer 14,500 Seats
23. Volleyball 15,000 Seats
24. Skating Competitions 14,500 Seats
25. Thrill Shows 14,500 Seats

The above seating capacities could vary according to the configuration
of the event and are to be used as models only.

As used in the Contract, the term "Project" shall mean and refer to the
performance of all of the following: Development Work, (ii) Construction Work,
(iii) Operating Work, (iv) acquisition of, and site work on, the Project Land,
and (v) all other matters reasonably incidental to development, construction
and operation of the Arena.

As used in the Contract, the term "Project Land" shall mean the
following:

Tracts "A" and "B" of the Miami Arena Subdivision, according to the
Plat thereof, as recorded in Plat Book 129, at Page 55, of the Public
Records of Dade County, Florida.

DCOMA:g-l
9.29.2

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EXHIBIT G

PERMITTED ENCUMBRANCES

AS TO ALL PARCELS

Matters set forth on Plat of NORTH, CITY OF MIAMI, recorded in Plat
Book "B", Page 41, of the Public Records of Dade County, Florida.

AS TO PARCEL 1 ONLY

Dade County, Resolution No. R-923-84 regarding special assessments for
the "Downtown Component of Metrorail (DCM) Project", recorded August
30, 1984, in Official Records Book 12253, Page 1389, of the Public
Records of Dade County, Florida.

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EXHIBIT "G"
TO
CONSTRUCTION FUNDING AGREEMENT
CERTAIN DEFINITIONS FOR CONVENIENCE OF BENEFICIARY

"Notice(s) to Draft" - the written document delivered to Beneficiary
in the following instances, as applicable:

(a) in each instance in which a Draft against the Letter
of Credit is to be made under the terms of Section 3(a)(i) hereof, an Approved
Request for Payment for Operator's Share of Construction Costs for a Payment
Period (herein sometimes called the "Section 3(a)(i) Notice to Draft"), with
the Contractor's Request for Payment signed by both of (i) an individual
purporting to be Contractor's Representative and (ii) an individual purporting
to be MSEA's Representative (and which may, but need not, be signed by an
individual purporting to be Operator's Representative), with the accompanying
Contractor's Certificate signed by an individual purporting to be the
Contractor's Representative, and (if such Contractor's Request for Payment is
not signed by Operator's Representative) with the accompanying MSEA's
Certificate signed by an individual purporting to be MSEA's Representative;

(b) in the instance (if applicable) in which a Draft is
to be made against and exhausting the Letter of Credit under the terms of
Section 3(a)(ii) hereof, a written notice (herein sometimes called the
"Section 3(a)(ii) Notice to Draft") to Beneficiary, certifying to Beneficiary
and Operator that such Notice to Draft is authorized under Section 3(a)(ii) of
this Agreement and authorizing and directing Beneficiary to Draft on the Letter
of Credit for the entire amount then available to be Drafted thereunder, and
signed by both of (i) an individual purporting to be Contractor's
Representative, and (ii) an individual purporting to be MSEA's Representative;

(c) in an instance (if applicable) in which a Draft is to
be made against and exhausting the Letter of Credit under the terms of Section
3(a)(iii) hereof, a written notice (herein sometimes called the "Section
3(a)(iii) Notice to Draft") to Beneficiary, delivered only within the two-week
period (the "Final Two Weeks") prior to the stated expiration date of the
Letter of Credit then held by Beneficiary, certifying that such Notice to
Draft is authorized under Section 3(a)(iii) of this Agreement and authorizing
and directing Beneficiary to Draft on the Letter of Credit for the entire
amount then available to be

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EXHIBIT H
EXTRAORDINARY REPAIR AND REPLACEMENT

CAPITAL REPLACEMENT REPAIR REPLACEMENT

1. Energy Management and Lighting Controls 10 years

Description: A complete system of automatic controls, consisting of both
pneumatic and electronic direct digital control technologies for control
of the air conditioning system and a complete computerized lighting
control system with all components similar to General Electric Company
Programmable Lighting System.

Manufacturers:

Energy Management System: Johnson, Honeywell, Barber-Coleman, Robert Shaw
and MCC Powers
Lighting Controls: Johnson, Honeywell, General Electric, others.

2. Air Handing Equipment 5 years 15 years

Description: Includes factory built air handling units, fan coil units,
and custom built arena air handling units and all associated parts. All
fans shall be tested in accordance with the standards of the Air Moving
and Conditioning Association.

Manufacturers: Trane, Carrier, York, others.

3. Arena Curtain and Overhead Support 3 years

Description: Curtain for dividing arena bowl into different seating
configurations.

Manufacturers: Oklahoma City Scenic

4. Barricade 2 years

Description: Crowd control barrier for the front of the stage for concerts
and other events.

Manufacturers: None, barricade will be built on site.

5. Basketball Court 10 years

Description: Cincinnati "All-Star" Portable basketball court, 3 layer
construction with 2" x 3" sleepers, a middle layer of 1/2" plywood, and a
maple playing service.

Manufacturers: Robbins Inc, others.

6. Boxing Ring 5 years 15 years

Description: Portable boxing ring complete with ring ropes, mats, canvas,
and support structure.

Manufacturers: Everlast

Note: Included as an alternate in current FF&E budget.

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EXHIBIT H
EXTRAORDINARY REPAIR AND REPLACEMENT

CAPITAL REPLACEMENT REPAIR REPLACEMENT

7. Communication Equipment 10 years

Description: Two-way portable radios, base stations and chargers

Manufacturers: Motorola, General Electric and Uniden.

Note: Included in current FF&E budget as a lease/purchase item.

8. Compressors for Ice Rink 5 years

Description: Reciprocating compressors for ice rink.

Manufacturers: York and Carrier

Note: Included in current pricing as an alternate.

9. Concession Equipment 10 years

Description: Various equipment including walk in coolers and freezers,
bun warmers, hot dog roller grills, popcorn poppers, etc.

Manufacturers: Hobart, Univex, Frislstor, Weaver, Bunn, Deirita, etc.

10. Office Equipment 5 years

Description: Photocopier, word processing equipment, postage machine,
postage scale, phone system, phone answering machines, etc.

Note: Photocopier, word processing equipment, postage machine, postage
phone system, phone answering machines are included in FF&E budget as
lease/purchase items.

11. Intentionally Omitted

12. Electrical and Mechanical Equipment 5 years

Electrical equipment includes all electrical motors over or under 10
horsepower, all raceway, busway, 600 volt wiring, low voltage power limited
wiring, wiring devices, motor controllers, motor control centers,
distribution panelboards, lighting panelboards, main switchboards,
disconnect switches, distribution transformers, distribution switchboards,
disconnect switches, fuses, molded case circuit breakers, emergency engine
generator, automatic transfer switches, general lighting, lightning
protection system, fire alarm system, telephone raceway system, lighting
contactors and relays, photocontrols and all equipment specified by the
mechanical engineers in division 16 of the Miami Arena specifications and
required for the proper functioning engineers in division 16 of the Miami
Arena specifications and required for the proper functioning of all
electrical systems. Mechanical equipment includes all supports, anchors,
sleeves, valves, motors, vibration isolation, insulation, domestic water
piping systems, sanitary and storm piping system, drainage pumps, domestic
house pumps, domestic water heaters, plumbing fixtures and trim, fire
protection piping, automatic fire sprinkler system, fire and jockey pumps,
stand pipe and fire hose system, HVAC piping, HVAC pumps, water treatment
systems, air cooled condensing units, centrifugal water chillers, cooling
towers, air conditioning terminals, electric duct heaters, fans, ductwork,
duct accessories, air outlets and all equipment specified by the mechanical
engineers in division 15 of the Miami Arena specification and required for
the proper functioning of all mechanical systems.

Manufacturers: Specified by engineer.

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EXHIBIT H
EXTRAORDINARY REPAIR AND REPLACEMENT

CAPITAL REPLACEMENT REPAIR REPLACEMENT

13. Conveying Systems 15 years

Description: Two electric passenger elevators for subcontractors,
concourse and skybox level service and one hydraulic service elevator
for subconcourse and concourse level service and a pneumatic tube
system as described in division 14 of the Miami Arena specifications.

Manufacturers: Otis, Schindler, Haughton, Westinghouse, Miami Elevator
and Montgomery Elevator.

14. Exterior Finishes

Description:

Preformed Wall Panels 20 years
Split Face Concrete block 20 years
Fluted concrete Block 20 years
Fluted concrete Block 20 years
Misc. painting, Handrail, soffits, etc. 20 years

Manufacturers: Preformed Wall Panels. Robertson, Inryco Inc. E.6.
Smith
All others as specified by architect.

15. Fixed Seating

Plastic seat and back: 5 years 15 years
Upholstered seat and back (Alternate) 3 years 10 years

Description: Hussey Mfg. Co., Inc. "Sentinel series model S-80680:,
riser mounted, fold down, plastic seat and back and blow molded
armrests or equal.

Manufacturers: Hussey Mfg. Co. Inc., American Desk, American Seating
Company, Interkal.

16. Intentionally omitted.

17. Finishes

Description: Work as described in Division 9 of the Miami Arena
Specifications

a. Carpet N/A 3 years
b. Furring and Lathing
c. Portland Cement Piaster
d. Gypsum Board
e. Ceramic Tile 5 years 15 years
f. Terrazzo Paving (if used) 5 years 15 years
g. Acoustical Ceilings 5 years
h. Resilliant Flooring 5 years 15 years
i. Vinyl Wall Covering N/A 5 years

18. Furnishings

Includes all office furniture, lockers, custom lockers, skybox
furniture, paintings, artwork, press room seating and tables, etc.

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EXHIBIT H
EXTRAORDINARY REPAIR AND REPLACEMENT

CAPITAL REPLACEMENT REPAIR REPLACEMENT

19. Ice Machines 2 years

Description: Automatic ice cube makers located in the concession
stands, kitchen, Press lounge, skybox holding kitchens and team club
in various sizes.

Manufacturers: Scottsman, Manitowoc, others.

20. Painting

Description: Work as described in Division 9 of the Miami Arena
specifications.

A. Exterior Finish Formulas:

1. Miscellaneous Iron and Steel members when needed past 3 years

Minimum shop applied primer required on all exposed exterior
steel.
a. Touch up factory or shop applied prime coats.
b. One coat 13800 zinc chromate primer.
c. Two coats 26xx semi-gloss enamel.

2. Miscellaneous galvanized metal
members when needed past 3 years

a. Wash surfaces with mineral spirits or Varsol and let dry.
b. One coat 13201 Mirroalc primer.
c. Two coats 26xx semi-gloss enamel.

3. Galvanized metal handrails when needed past 3 years

a. Wash surfaces with mineral spirits or Varsol and let dry.
b. One coat 13201 Mirroalc primer.
c. Two coats 70xx alkyd-urethane high gloss enamel.

4. Concrete and concrete unit masonry. when needed past 3 years

a. One coat Bloxfil latex filler
b. Two coats 36xx latex filler

5. Portland cement plaster soffits when needed past 3 years

a. Two coats 15xx acrylic latex paint

6. Traffic/lane striping. when needed past 3 years

a. Two coats Traffic Marking paint.

7. Preformed Wall Panels when needed past 3 years

B. Interior Finish Formulas:

1. Miscellaneous iron and steel
members. when needed past 3 years

a. Touchup shop applied prime coats.
b. Two coats 26xx semi-gloss enamel.

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EXHIBIT H
EXTRAORDINARY REPAIR AND REPLACEMENT

CAPITAL REPLACEMENT REPAIR REPLACEMENT

20. Painting (con't..)

2. Miscellaneous galvanized metal members. when needed past 3 years

a. One coat 13800 zinc chromate primer.
b. Two coats 26xx semi-gloss enamel.

3. Hollow metal doors and frames. when needed past 3 years

a. Touch up prime coat.
b. Two coats 26xx semi-gloss enamel.

4. Concrete in low traffic areas. when needed past 3 years

a. One coat Bloxfil latex filler.
b. Two coats 36xx latex paint.

5. Concrete unit masonry. when needed past 3 years

a. One coat Bloxfil latex filler.
b. Two coats 124xx/12402 epoxy gloss coating.

6. Wood, i.e., inside cabinets and shelves when needed past 3 years

a. One coat 8801 undercoater.
b. Two coats 26xx semi-gloss enamel.

7. Gypsum board ceilings and walls. when needed past 3 years

a. One coat 50801 vinyl primer.
b. Two coats 23xx eggshell primer.

8. Gypsum board ceilings in toilet rooms. when needed past 3 years

a. One coat 50801 vinyl primer.
b. Two coats 26xx semi-gloss enamel.

9. Gypsum board of ceilings and walls in
locker room. when needed past 3 years

a. One coat 50801 vinyl primer.
b. Two coats 124xx/12602 epoxy semi-gloss enamel.

10. Aluminum extrusions; exposed ceiling
grids. when needed past 3 years

a. Two coats 23xx eggshell enamel.

11. Pre-wallcovering preparation. when needed past 3 years

a. One coat Surface Conditioner

Manufacturers: Devoe & Reynolds Company, Glidden, PPG and Sherwin-Williams
and others as specified by architect.

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EXHIBIT H
EXTRAORDINARY REPAIR AND REPLACEMENT

CAPITAL REPLACEMENT REPAIR REPLACEMENT

21. Portable Seating 3 years 10 years

Description: Portable folding chairs with cushioned seats and back,
and furnished with chair carts.

Manufacturers: Clarin, Kruger and others

22. Roof 5 years 10 years

Description: Fully adhered EDP11 membrane system secured to roof
insulation board within grid nailer system and flashing system,
complying with FM class I-90 and UL Class A.

Manufacturers: Carlisle, Firestone Rubber Guard roofing system and
Goodyear Tire & Rubber.

23. Sound System 10 years

Description: Arena sound system including speakers, amplifiers, mixing
board and accessories and as specified by the engineer in Division 15 of
the Miami Arena Specifications.

Manufacturers: Altec Lansing, JBL, others.

24. Spotlights 15 years

Description: Strong 1500 watt Xenon Super Trooper.

Manufacturers: Strong Manufacturing

25. Stage Decking and Scaffolding

Description: Plywood and wood decking supported by lightweight
scaffold.

Manufacturers: Scaffold; Safeway

26. Structural Steel, Concrete and
Masonry Units when needed when needed

Description: Includes cast in place concrete, reinforcing rods,
architectural precast concrete, precast concrete seating, mortar, glass
masonry units, unit masonry systems, structural steel, steel joists,
steel roof deck, steel composite deck, metal stairs, ornamental
handrails and railings and all items specified in division 3, division 4
and division 5 of the Miami Arena Specifications.

27. Turnstiles and Ticket Drop Boxes 5 years 15 years

Description: Portable turnstile for automatic counting of
persons walking through. "Super Kompack Passimeter" Model HD as
manufactured by Perry Turnstiles.

Manufacturers: Perry Turnstiles

28. Ice Resurfacing Machine 5 years 15 years

Description: Zamboni model HDB ice resurfacer with volkswagon
industrial engine and hydraulic drive system.

Manufacturers: Frank J. Zamboni & Company.

Note: Included in FF&E budget as lease/purchase item.

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EXHIBIT H
EXTRAORDINARY REPAIR AND REPLACEMENT

[Enlarge/Download Table]

CAPITAL REPLACEMENT REPAIR REPLACEMENT

29. Trash Cans N/A 2 years

Description: "Glutton" 56 gallon container with hooded top.

Manufacturers: Rubbermaid and others

30. Televisions 5 years

Description: Portable televisions in various sizes.

Manufacturers: Sony, Zenith and others.

31. Wood and Plastic 10 years

Description: Rough and finish carpentry as specified by the architect in division 6 of the Miami Arena specifications.

32. Thermal and Moisture Protection

Description: All work and materials as described in division 7 of the Miami Arena Specifications.

a. Below Grade Membrane Waterproofing when needed past 3 years
b. Fluid-Applied Waterproofing when needed past 3 years
c. Water repellent Coatings when needed past 3 years
d. Vapor Barrier when needed past 3 years
e. Building Insulation when needed past 3 years
f. Cementitious Fireproofing when needed past 3 years
g. Preformed Wall Panels when needed past 3 years
h. Single Ply Roofing System 5 years 10 years
i. Flashing and Sheet Metal 10 years 10 years
j. Prefabricated Roof Specialities 10 years 10 years
k. Caulking and Sealants 5 years

33. Specialties

Description: All equipment as specified by the architect in Division 10 of the Miami Arena Specifications.

a. Metal Toilet Compartments 10 years
b. Louvers when needed past 3 years
c. Flagpoints when needed past 3 years
d. Storage Bins 5 years 10 years
e. Toilet Accessories 5 years 10 years

34. Loading Dock Equipment 5 years 10 years

35. Basketball Goals 10 years

Description: Portable hydraulic basketball goals and backboards.

36. Trash Compactor

Note: listed in FF&E budget as a lease/purchase item.

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EXHIBIT H
EXTRAORDINARY REPAIR AND REPLACEMENT

[Enlarge/Download Table]

CAPITAL REPLACEMENT REPAIR REPLACEMENT

37. Backlighted Displays and Signage 10 years

Description: Backlighted displays, section and row identification, room identification, etc.

38. Desher Wall and Glass 5 years 10 years

Description: Hockey desher and glass in compliance with HHL regulations.

Manufacturers Insulfab, HolmsLan and others

39. Insulated Floor 10 years

Description: Insulated wood floor to cover the arena floor when the ice rink is in use.

Manufacturer: Built on site.

Note: Included in FF&E budget as an alternate.

40. Scoreboards 5 years 10 years

Description: Electronic scoreboards in compliance with NHL and NBA regulations.

Manufacturers: Fairtron, American Sign and indicator, Whitaway Signs, others

41. Vehicles 5 years

Description: Forklift, electric carts, truck or van.

Note: Included in FF&E budget as a Lease/Purchase item.

42. Landscaping and Signage when needed past 3 years

Description: Includes all plants and shrubs, plant boxes, trees, fences, signage, etc.

43. Doors and Windows when needed past 3 years 5 years

Description: Includes all hollow metal doors and frames, overhead ceiling doors, overhead ceiling grilles, impact traffic
doors, aluminum entrances and storefront, finish hardware, weather-stripping and thresholds, glass and glazing and all work
as described in division 8 of the Miami Arena specifications.

44. Vault Doors and Safes 10 years

45. Fire Extinguishment Equipment As required by law

46. Ice Rink Floor when needed past 3 years 10 years

Includes all ice rink piping floor, surface materials, etc.

* Any Extraordinary Replacement and/or Extraordinary Repair item shall involve a
cost of either $1,000 or more per item or shall involve a cost of $5,000 or
more cumulative for such items incurred by the Operator per ??? in the
aggregate. As additional equipment is purchased or new events are held at the
Arena, Operator ??? revise this Exhibit H, subject, however, to Owner's
reasonable approval of the repair/replacement time period for each such item of
equipment. Manufacturers when listed are illustrative, not mandatory.
Notwithstanding anything to the contrary contained herein, any repair or
replacement, regardless of the repair and replacement time period, which costs
greater than $10,000, 100% of such cost shall be deemed to be an Extraordinary
Replacement and Repair Expense.

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EXHIBIT "I"

CONSTRUCTION FUNDING AGREEMENT

BY AND AMONG

MIAMI SPORTS AND EXHIBITION AUTHORITY,

DECOMA MIAMI ASSOCIATES, LTD.,

LINBECK CONSTRUCTION CORPORATION

AND

SUN BANK, N.A.

October 10, 1986

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CONSTRUCTION FUNDING AGREEMENT

TABLE OF CONTENTS

[Enlarge/Download Table]

Page
----

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

l. Sources of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(a) MSEA Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(b) Operator Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

2. Payment Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(a) MSEA's and Operator's Share of
Construction Costs; MSEA
Purchase Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(b) Conditions and Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(c) Project Cost Overruns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(d) Special Termination Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(e) Budget and Cash Flow Analysis;
Completion Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

3. Drafts Against the Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(a) Submission of Notices to Draft to
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(b) Substitute Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

4. Funding of Construction Costs and
Contingent Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(a) Procedure for Requests for Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(b) Procedure for Payment of MSEA's Share
of Construction Costs and MSEA
Purchase Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
(c) Procedure for Payment of Operator's
Share of Construction Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
(d) Notice to TCB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

5. Agreements Concerning Beneficiary, Drafts and
Disbursement of Proceeds of Drafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
(a) Capacity and Authority of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
(b) Presentation of Drafts to TCB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
(c) Disposition of Proceeds of Drafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
(d) Fees and Reimbursements to Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
(e) Limitation on Beneficiary's Obligations;
Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

(i)

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[Enlarge/Download Table]

(f) Beneficiary's Right to Rely . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(g) Investment of Undisbursed Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
(h) Actions Upon Notice of a
Terminating Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

6. General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(a) Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(b) Valid Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
(c) Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
(d) Incorporation of Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
(e) Attorney's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
(f) Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

EXHIBITS
A -- Letter of Credit
B -- Contractor's Certificate
C -- Form of Substitute Letter of Credit
D -- MSEA's Certificate
E -- List of Contingent Items
F -- MSEA Purchase Costs Procedures
G -- certain Definitions for Convenience of Beneficiary

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EX-10.7 141st Page of 203 TOC 1st Previous Next ↓Bottom Just 141st

CONSTRUCTION FUNDING AGREEMENT

THIS CONSTRUCTION FUNDING AGREEMENT ("Agreement") is made and entered
into this 10th day of October, 1986,, by and among MIAMI SPORTS AND EXHIBITION
AUTHORITY ("MSEA"), DECOMA MIAMI ASSOCIATES, LTD. ("Operator"), LINBECK
CONSTRUCTION CORPORATION ("Contractor") and SUN BANK, N.A. ("Beneficiary").

RECITALS

A. MSEA and Operator have entered into that certain Miami Arena
Contract (the "Arena Contract") dated effective as of October 10, 1986, for the
development, construction and operation of the facilities more particularly
described therein.

B. In performance of certain of its obligations under the Arena
Contract and with the approval of MSEA, Operator is entering into that certain
Construction Contract of even date herewith (the "Construction Contract") with
Contractor for construction of a sports arena ("Arena").

C. Under the terms of the Arena Contract, MSEA has agreed to pay, inter
alia, MSEA's Share of Construction Costs (as hereinafter defined) and the
Contingent Costs (as herein defined), and Operator has agreed to pay Operator's
Share of Construction Costs (as hereinafter defined).

D. Contractor has advised MSEA and Operator that Contractor shall enter
into the Construction Contract provided that Contractor and the issuer of the
construction contract bond required to be delivered under the Construction
Contract (the "Surety") receive from MSEA and Operator the assurances provided
for in this Agreement that adequate funds are available and committed for
making payments to Contractor under the Construction Contract and for making
payment of the Contingent Costs, and Contractor is entering into the
Construction Contract in reliance upon such assurances of MSEA and Operator as
are hereinafter set forth.

E. MSEA and Operator desire to assure Contractor and the Surety that
adequate funds to pay the IGMAX Sum (as defined below) are available and
committed for making payments to Contractor under the Construction Contract as
provided herein, and MSEA desires to assure Operator and Contractor that
adequate funds are available and committed for payment of the Contingent Costs.

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F. MSEA, Operator and Contractor desire to establish, in the manner
provided for in this Agreement, the mechanism by which Contractor will be paid
the amounts to become due under the Construction Contract and the mechanism by
which any Contingent Costs are anticipated to be paid.

G. To assure payment of Operator's Share of Construction Costs to
become due under the Construction Contract and this Agreement, Operator has
arranged to have Texas Commerce Bank, National Association ("TCB") in Houston,
Texas, issue an unconditional, irrevocable letter of credit (together with all
replacements, substitutions or amendments, the "Letter of Credit") in the
original sum of Six Million Seven Hundred Seventy-One Thousand and No/100
Dollars ($6,771,000.00) to Beneficiary, as the named beneficiary therein; and
Beneficiary has agreed, on and subject to the terms of and for the fee provided
for in this Agreement, to act as agent for Operator, MSEA and Contractor, in
receiving Notices to Draft (as defined below) and presenting Drafts (as defined
below) on the Letter of Credit to TCB, and disbursing the proceeds of such
Drafts; and Operator, MSEA and Contractor (sometimes herein collectively called
"Principals") and Beneficiary desire to set forth herein their agreements in
regard to such matters.

DEFINITIONS

Each of the following terms shall have the meaning set forth opposite
such term:

"Account Party(ies)" - each (all) of the entities identified
collectively as the "Account Party" in the Letter of Credit.

"Additional MSEA Funds" - as of any date, funds of MSEA (which may
include, but are not limited to, MSEA Funds), not subject to any claims or
encumbrances, which are in addition to all funds of MSEA necessary to meet and
pay when due all other monetary obligations of MSEA under the terms of the
Arena Contract and this Agreement which then are known or reasonably can be
anticipated (including, without limitation, the obligation of MSEA to pay when
due MSEA's Maximum Share of Construction Costs, any Contingent Costs and all
Covered Project Cost Overrun Amounts).

"Aggregate Uncovered Project Cost Overrun Amount" - as of any date, the
aggregate of the Uncovered Project Cost Overrun Amounts for all Uncovered
Project Cost Overruns which then are known or reasonably can be anticipated.

"Approved Request for Payment" - a Request for Payment from Contractor
for Construction Costs (combined with or accompanied

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by a Certificate for Payment therefor), which (a) if any portion of such
Request for Payment is for MSEA's Share of Construction Costs, shall be signed
by Operator's Representative, MSEA's Representative and Contractor's
Representative, and (b) if such Request for Payment is entirely for Operator's
Share of Construction Costs (i) shall be signed by Contractor's Representative
and by MSEA's Representative (and which may, but need not, be signed
by Operator's Representative) and (ii) shall be accompanied by a Contractor's
Certificate, signed by Contractor's Representative, and (iii) if not signed by
Operator's Representative, shall be accompanied by a MSEA's Certificate, signed
by MSEA's Representative. References in this Agreement to the amount(s) of
Construction Costs, MSEA's Share of Construction Costs, MSEA Purchase Costs and
Operator's Share of Construction Costs "as stated in an Approved Request for
Payment" (or words of similar import) shall refer to such amounts as stated,
set forth or otherwise identified in the Contractor's Request for Payment
included in such Approved Request for Payment.

"Architect" - the architect identified in the Construction Contract as
the "Architect" for the Arena.

"BIL" - BIL Development, Inc., a Texas corporation.

"Bond Documents" - those certain documents executed in connection with
the Miami Sports and Exhibition Authority/Fixed Note Special Obligation Bond
Series 1985 in the amount of thirty-eight million ($38,000,000.00) dollars.

"Certificate for Payment" - The "Certificate for Payment" (as such
quoted term is defined in the Construction Contract), to be issued (or
otherwise evidenced) by Architect relative to a Contractor's Request for
Payment under the applicable terms of the Construction Contract.

"City" - the City of Miami, Florida, a municipality.

"Completion Amount" - as of any date, the additional amount of dollars
necessary to be paid by MSEA for Project Costs and Contingent Costs in order to
complete and make operational the Arena as contemplated in the Arena Contract
and the Construction Contract (and (i) assuming, unless the contrary has been
established to the reasonable satisfaction of Operator, that the Contingent
Costs will have to be expended, and (ii) including the Project Costs Overrun
Amounts of any Project Costs Overruns that then are known or reasonably can be
anticipated).

"Construction Costs" - (a) the sum of the amounts of "Contractor's
Costs" plus "Contractor's Fee" (as such quoted terms are established and used
in the Construction Contract), as

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such amounts are determined and may be adjusted from time to time under the
terms of the Construction Contract plus any amounts owing to Contractor
pursuant to Article VI(d)(2)(iii) of the Construction Contract; and (b) as to
each Payment Period, the amount of Construction Costs for that Payment Period
included in the Approved Request for Payment for that Payment Period.
Construction Costs include all MSEA Purchase Costs and any Contingent Costs
that are within the scope of "Contractor's Costs" under the terms of the
Construction Contract.

"Contingent Costs" - amounts, which are not included in Construction
Costs, required to be paid for or in satisfaction of the cost of Contingent
Items.

"Contingent Items" - the items of work or expense described on Exhibit
"E" attached hereto.

"Continuing Funding Conditions" - as of any date, each and all of the
following conditions:

(a) no Contractor Default (as defined in the Construction
Contract) then shall exist under the Construction Contract;

(b) No Default Event or Suspension Period then is in
existence and continuing;

(d) any Request for Payment then issued by Contractor for
approval by Operator and MSEA (i) shall be substantially in the form and
contain substantially the information and supporting documents as are required
therefor under the applicable provisions of the Construction Contract and this
Agreement, and (ii) shall have been approved by Architect (as evidenced by
its Certificate for Payment therefor and delivery of same to Operator and MSEA)
and by MSEA's Representative (and if such Request for Payment shall have been
approved only in part, Architect's Certificate for Payment therefor and the
approval of MSEA's Representative shall be for the same portion of such Request
for Payment).

"Contractor's Certificate" - a written certificate by Contractor in
the form attached to this Agreement as Exhibit "B".

"Contractor's Representative" - the President or a Vice President of
Contractor.

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"County" - Dade County, Florida, a Subdivision of the State of
Florida.

"Coverage Assurances" - (a) as to any particular Project Cost Overrun,
(i) a written certificate, signed by MSEA's Representative, addressed to
Operator, certifying, in form and substance reasonably satisfactory to
Operator, that MSEA has or will have sufficient Additional MSEA Funds to pay
when due the amount of the Project Cost Overrun Amount for such Project Cost
Overrun, and that as such Additional MSEA Funds become available they will be
deposited in an account or accounts that is or are dedicated to the payment of
Project Costs, and (ii) a Financial Professional's Report relating to such
certificate from MSEA; and (b) as to the Completion Amount, (i) a written
certificate, signed by MSEA's Representative, addressed to Operator,
certifying, in form and substance reasonably satisfactory to Operator in
accordance with the provisions of Subsection 2(e) below, that MSEA has or will
have sufficient Additional MSEA Funds to pay when due the Completion Amount
(setting forth the source of such funds and the budget analysis and cash flow
forecast supporting such certification) and that as such Additional MSEA Funds
become available they will be deposited in an account or account that will be
dedicated to the payment of Project Costs, and (ii) a Financial Professional's
Report relating to such certification from MSEA.

"Covered Project Cost Overrun Amount" - the Project Cost Overrun
Amount for a Covered Project Cost Overrun.

"Covered Project Cost Overruns" - Any Project Cost Overrun for which
Coverage Assurances have been given by MSEA to Operator in accordance with
Section 2(c) of this Agreement.

"Current Payment Period" - as it relates to Requests for Payment, the
Payment Period covered by the most recent Request for Payment submitted by
Contractor to Operator and MSEA's Representative, and as it relates to Approved
Requests for Payment, the Payment Period covered by the most recent Approved
Request for Payment received by Beneficiary.

"Decoma, Ltd." - a limited partnership formed under the laws of the
State of Texas, acting as general partner of Operator.

"Decoma Venture" - a joint venture formed under the laws of the State
of Texas, acting as general partner of Decoma, Ltd.

"Dollar Share" - as to each of the Account Parties other than Harry M.
Stevens, Inc., that dollar amount (if any) which is equal to the product of the
Stipulated Percentage for such Account Party multiplied by that portion (if
any) of the Section

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3(a)(iii) Proceeds held by Beneficiary in escrow pursuant to Section 5(c) which
is in excess of $4,000,000 at the time of the Dollar Share computation pursuant
to Subsection 3(b)(ii) below.

"Draft(s)" or "Drafted" - a sight draft on the Letter of Credit
presented by Beneficiary to TCB in accordance with the terms of this Agreement
and in the form attached to the Letter of Credit; or the act of so presenting
such Draft.

"FGMAX Sum" - the amount of the "Final Guaranteed Maximum Sum" (as
such quoted term is established and used in the Construction Contract), as the
amount thereof is determined pursuant to Article VI of the Construction
Contract, and as such amount may be adjusted pursuant to the Construction
Contract.

"Final Conversion Payment Period" - the first Payment Period for which
Operator's Share of Construction Costs, when added to the aggregate of
Operator's Share of Construction Costs for all prior Payment Periods, equals
Operator's Maximum Share of Construction Costs.

"Final Funding Conversion Date" - the first day on which there exists
an Approved Request for Payment for the Final Conversion Payment Period.

"Financial Professional" - Coopers & Lybrand, or any other major
accounting firm of national reputation designated by MSEA and reasonably
acceptable to Operator.

"Financial Professional's Report" - a report or statement by a
Financial Professional confirming, in form and substance reasonably
satisfactory to Operator, the conclusions, analyses, forecasts or reports, as
applicable, delivered by MSEA to Operator under the terms of this Agreement
(and required to be accompanied by a "Financial Professional's Report"), with
such confirmation by such Financial Professional to be presented in such form,
supported by such analyses and supporting information, and based on such
assumptions as shall be reasonably satisfactory to Operator.

"First Conversion Amount" - the aggregate amount of $20,000,000.

"First Funding Conversion Date" - the first date on which there exists
an Approved Request for Payment stating an amount of Construction Costs for the
Current Payment Period which, when added to the total of all Construction Costs
for all prior Payment Periods paid by MSEA, equals or exceeds the First
Conversion Amount.

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"IGMAX Sum" - the amount of the "Initial Guaranteed Maximum Sum" (as
such quoted term is established and used in the Construction Contract), as the
amount thereof is stipulated in Article VI of the Construction Contract.

"Land Lease Agreement" - the "Land Lease Agreement" dated as of
October 10, 1986, entered among the City of Miami, MSEA and Operator.

"Maximum Aggregate Uncovered Project Cost Overrun Amount" - that
amount, as of any date after the Shared Payment Commencement Date, by which
the then Uncovered Completion Amount is less than the Maximum Uncovered
Completion Amount.

"MSEA's Available Funds" - as to each Payment Period commencing with
the Payment Period immediately prior to the Second Funding Conversion Date and
extending through the Payment Period immediately preceding the Final Funding
Conversion Date, all funds of MSEA (which shall include, but are not limited
to, MSEA Funds) which (a) then are available to MSEA and allocated to Project
Costs and (b) are in addition to all funds of MSEA necessary to meet and pay
when due Project Costs other than Construction Costs.

"MSEA's Certificate" - a written certificate by MSEA in the form
attached to this Agreement as Exhibit "D".

"MSEA's Maximum Share of Construction Costs" - that aggregate amount
which is the difference between the FGMAX Sum and $6,771,000.

"MSEA's Representative" - that individual who MSEA from time to time
designates in writing to Beneficiary as being MSEA's representative (and who
shall be the same individual who is designated as MSEA's representative under
the terms of the Construction Contract); initially, MSEA's Representative is
Gene Marks.

"MSEA's Share of Construction Costs" -

(a) (i) as to the first and each succeeding Payment
Period, to but excluding the Payment Period immediately preceding the First
Funding Conversion Date, the entirety of all Construction Costs stated in the
Approved Request for Payment for such Payment Period;

(ii) as to the Payment Period immediately
preceding the First Funding Conversion Date, that portion (if any) of the
Construction Costs for such Payment Period which, when

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added to the aggregate of Construction Costs for all prior Payment Periods,
equals the First Conversion Amount;

(iii) as to the first Payment Period after the
First Funding Conversion Date and each Payment Period thereafter, to but
excluding the Payment Period immediately preceding the Second Funding
Conversion Date, no portion of the Construction Costs for such Payment Period;

(iv) as to the Payment Period immediately
preceding the Second Funding Conversion Date, the lesser of (A) that amount (if
any) by which the Construction Costs for such Payment Period, when added to the
aggregate of all Construction Costs for all prior Payment Periods, exceeds the
sum of the First Conversion Amount and the Second Conversion Amount, or (B)
MSEA's Available Funds for such Payment Period;

(v) as to the first Payment Period after the
Second Funding Conversion Date and each Payment Period thereafter, to but
excluding the Final Conversion Payment Period, the lesser of (A) the
Construction Costs for such Payment Period, or (B) MSEA's Available Funds for
such Payment Period;

(vi) as to the Final Conversion Payment Period,
the sum of (A) MSEA's Available Funds for such Payment Period and (B) the
amount by which the Construction Costs for such Payment Period exceed the sum
of (1) MSEA's Available Funds for such Payment Period and (2) Operator's Share
of Construction Costs for such Payment Period; and

(vii) as to the first Payment Period after the
Final Conversion Payment Period and each Payment Period thereafter, the
entirety of the Construction Costs for such Payment Period; and

(b) in the aggregate, Construction Costs not exceeding
MSEA's Maximum Share of Construction Costs. MSEA Purchase Costs allocated to
MSEA's Share of Construction Costs pursuant to Section 2(a) below shall be
included in MSEA's Share of Construction Costs and in MSEA's Maximum Share of
Construction Costs.

"Notice(s) to Draft" - the written document delivered to Beneficiary
in the following instances, as applicable:

(a) in each instance in which a Draft against the Letter
of Credit is to be made under the terms of Section 3(a)(i) below, an Approved
Request for Payment for Operator's Share of Construction Costs for a Payment
Period (herein sometimes called the "Section 3(a)(i) Notice to Draft"), with
the Contractor's

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Request for Payment signed by both of (i) an individual purporting to be
Contractor's Representative and (ii) an individual purporting to be MSEA's
Representative (and which may, but need not, be signed by an individual
purporting to be Operator's Representative), with the accompanying Contractor's
Certificate signed by an individual purporting to be the Contractor's
Representative, and (if such Contractor's Request for Payment is not signed by
Operator's Representative) with the accompanying MSEA's Certificate signed by
an individual purporting to be MSEA's Representative;

(b) in the instance (if applicable) in which a Draft is to
be made against and exhausting the Letter of Credit under the terms of Section
3(a)(ii) below, a written notice (herein sometimes called the "Section 3(a)(ii)
Notice to Draft") to Beneficiary, certifying to Beneficiary and Operator that
such Notice to Draft is authorized under Section 3(a)(ii) of this Agreement and
authorizing and directing Beneficiary to Draft on the Letter of Credit for the
entire amount then available to be Drafted thereunder, and signed by both of
(i) an individual purporting to be Contractor's Representative, and (ii) an
individual purporting to be MSEA's Representative;

(c) in an instance (if applicable) in which a Draft is to be
made against and exhausting the Letter of Credit under the terms of Section
3(a)(iii) below, a written notice (herein sometimes called the "Section
3(a)(iii) Notice to Draft") to Beneficiary, delivered only within the two-week
period (the "Final Two Weeks") prior to the stated expiration date of the
Letter of Credit then held by Beneficiary, certifying that such Notice to Draft
is authorized under Section 3(a)(iii) of this Agreement and authorizing and
directing Beneficiary to Draft on the Letter of Credit for the entire amount
then available to be Drafted thereunder, and signed by an individual purporting
to be either (i) Operator's Representative, (ii) Contractor's Representative,
or (iii) MSEA's Representative.

"Operator's Maximum Share of Construction Costs" - the aggregate
amount of $6,771,000.

"Operator's Representative" - the President or a Vice President of the
joint venturer in Decoma Venture which, as of any given date, is the Managing
Venturer of Decoma Venture; initially, Operator's Representative is C. Dean
Patrinely.

"Operator's Share of Construction Costs" -

(a) (i) as to the first and each succeeding Payment
Period, to but excluding the Payment Period immediately

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preceding the First Funding Conversion Dates, no portion of the Construction
Costs for such Payment Period;

(ii) as to the Payment Period immediately preceding the
First Funding Conversion Date, the lesser of (A) that amount (if any) by which
the Construction Costs for such Payment Period, when added to the aggregate of
all Construction Costs for all prior Payment Periods, exceeds the First
Conversion Amount or (B) the Second Conversion Amount;

(iii) as to the first Payment Period after the First
Funding Conversion Date and each Payment Period thereafter, to but excluding the
Payment Period immediately preceding the Second Funding Conversion Date,
subject to the provisions of Section (e) below, the entirety of all
Construction Costs for such Payment Period;

(iv) as to the Payment Period immediately preceding the
Second Funding Conversion Date, the sum of (A) the entirety of that portion (if
any) of the Construction Costs for such Payment Period which, when added to the
aggregate of all Construction Costs for all prior Payment Periods, equals the
sum of the First Conversion Amount and the Second Conversion Amount, plus (B)
subject to the provisions of Section (e) below the amount by which the balance
of the Construction Costs for such Payment Period, is in excess of MSEA's
Available Funds for such Payment Period;

(v) as to the first Payment Period after the Second
Funding Conversion Date and each Payment Period thereafter, to but excluding
the Final Conversion Payment Period, the amount by which the Construction Costs
for such Payment Period are in excess of MSEA's Available Funds for such
Payment Period, but in no event shall the aggregate of all of the Operator's
Share of Construction Costs in this Subsection (a)(v), when added to the
aggregate of all of Operator's Share of Construction Costs in Subsections (a)
(ii), (iii) and (iv) hereof exceed Operator's Maximum Share of Construction
Costs);

(vi) as to the Final Conversion Payment Period, that
portion of the Construction Costs for such Payment Period which is in excess of
MSEA's Available Funds for such Payment Period but which in any event is not
more than that amount which, when added to the aggregate of all of Operator's
Share of Construction Costs for all prior Payment Periods, equals Operator's
Maximum Share of Construction Costs;

(vii) as to the first Payment Period after the Final
Conversion Payment Period and each Payment Period thereafter, no portion of the
Construction Costs for such Payment Period; and

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(b) in the aggregate, Construction Costs not exceeding Operator's
Maximum Share of Construction Costs. MSEA Purchase Costs allocated to
Operator's Share of Construction Costs pursuant to Section 2(a) below shall be
included in Operator's Share of Construction Costs and in Operator's Maximum
Share of Construction Costs.

"Particular Suspension Event" - each single Suspension Event that may
occur; and as of any date after the Shared Payment Commencement Date, each
single Suspension Event that on such date is in existence; should a Suspension
Event occur more often than once, then each instance shall be a Particular
Suspension Event (giving rise to Operator's elections under Section 2(b)
below); and should a Particular Suspension Event undergo, during its existence,
a material, adverse change in its status or consequence (e.g., a judgment on
the merits is entered in a lawsuit, which lawsuit constitutes a Particular
Suspension Event), then such change itself shall be a Particular Suspension
Event (giving rise to Operator's elections under Section 2(b) below).

"Payment Assurance" - a guarantee, bond, letter of credit or other
similar assurance (in any case, satisfying the requirements stated below) which
MSEA, during a Suspension Period, may cause to be provided to Operator for
MSEA's account, absolutely assuring Operator that any portion of Operator's
Share of Construction Costs paid by Operator during such Suspension Period
shall be repaid to Operator (without interest) upon a termination by Operator
of its obligations under, and in accordance with, this Agreement, either as a
portion of the Termination Fee or, in the case of a Special Termination only,
as a portion of the Special Termination Amount; such assurance shall be for a
stated dollar amount, shall be either a cash equivalent (such as a bond or a
letter of credit) or the guarantee of a guarantor of unquestionable
creditworthiness, shall be the absolute, irrevocable and unconditional
obligation of the issuer thereof, shall be for a term extending to a date which
is not less than 60 days after the latest date to which Operator's obligation
to pay Operator's share of Construction Costs may extend, in the reasonable,
good faith, judgment of Operator (considering the then status of construction
of the Arena and the incurrence of Construction Costs), shall provide that the
proceeds thereof are available at such time and in such manner as to correspond
to the time and manner in which the Termination Fee or Special Termination
Amount, as applicable, are payable to Operator under the Arena Contract, and
this Agreement, respectively, and in all other respects, including the form and
content of the documents and agreements evidencing and securing such assurance,
shall be satisfactory to Operator (in its sole, good faith, discretion).

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MSEA and Operator agree that a satisfactory Payment Assurance may take the form
of a written agreement by City or County obligating such entity to pay a stated
dollar amount and otherwise on terms consistent with the intent and purpose of
the Payment Assurance under the terms of this Agreement and containing terms
and conditions consistent with the foregoing requirements (excluding
creditworthiness) for a Payment Assurance, and no terms or conditions which are
inconsistent with such requirements.

"Payment Period" - the calendar month next preceding (and covered by)
a particular Request for Payment delivered by Contractor to Operator and MSEA's
Representative.

"Permitted Substitute LOC Issuer" - Texas Commerce Bank National
Association, Houston, Texas, or Chase Manhattan Bank, New York, New York,
Chemical Bank, New York, New York or Sun Bank, N.A., Miami, Florida, or any
other banking institution designated to Beneficiary as a Permitted Substitute
LOC Issuer by a written notice from Operator's Representative, Contractor's
Representative and MSEA's Representative.

"Person" - any individual, partnership (general or limited),
corporation, unincorporated association, trust, governmental body or political
subdivision (or any agency, department, bureau or other instrumentability
thereof), or other legal entity.

"Project Budget" - the "Project Budget" (as such quoted term is
defined and used in the Arena Contract), as established and adjusted from time
to time in accordance with the applicable provisions of the Arena Contract.

"Project Cost Overrun" - as contemplated in Section 2(c), any instance
in which the actual amount of a particular Project Cost (including, without
limitation, Contingent Costs) exceeds, or it is known or can reasonably be
anticipated that it will exceed, the provision for such Project Cost in the
Project Budget, or is a Project Cost not provided for or contemplated in the
Project Budget.

"Project Cost Overrun Amount" - as contemplated in Section 2(c), that
dollar amount by which what is known or reasonably can be anticipated to be the
actual amount of a particular Project Cost exceeds the amount of the provision
therefor in the Project Budget.

"Project Cost(s)" - singly and collectively, the "Project Costs" as
such quoted term is defined and used in the Arena Contract.

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"Reimbursement Agreement" -- that certain Reimbursement Agreement
dated as of October 10, 1986, entered into by and among TCB and the Account
Parties.

"Request for Payment" or "(Contractor's Request for Payment)" - each
"Request for Payment" (as such quoted term is defined in the Construction
Contract) submitted by Contractor pursuant to the Construction Contract.

"Second Conversion Amount" - the aggregate amount of $2,771,000.

"Second Funding Conversion Date" - the first date on which there
exists an Approved Request for Payment stating an amount of Construction Costs
for the Current Payment Period which, when added to the total of Construction
Costs for all prior Payment Periods, will equal or exceed the sum of the First
Conversion Amount and the Second Conversion Amount.

"Shared Payment Commencement Date" - that date on which Operator's
Funds are first disbursed in compliance with the terms of this Agreement to pay
an amount of Operator's Share of Construction Costs which, when added to the
aggregate of Operator's Share of Construction Costs for all prior Payment
Periods, exceeds the Second Conversion Amount.

"Significant Event" - the existence, as of any date (in the case of
(e) below, as of any date from and after the Shared Payment Commencement Date),
of any one or more of the following:

(a) an "Owner Default" (as such quoted term is defined in
the Arena Contract) under the Arena Contract;

(b) a "City Default" or an "Authority Default" (as such
quoted terms are defined in the Land Lease Agreement) under the Land Lease
Agreement;

(d) a Significant Threat;

(e) The occurrence, on or after (but not before) the
Shared Payment Commencement Date of one or more Uncovered Project Cost
Overruns for which the Aggregate Uncovered Project Cost Overrun Amount is more
than the Maximum Aggregate Uncovered Project Costs Overrun Amount; or

(f) a Terminating Event.

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"Significant Threat" - any suit, action or other proceeding (excluding
any suit, action or proceeding arising from the performance by Operator or
Contractor of their development or construction activities as contemplated by
the Arena Contract and the Construction Contract, and excluding any suit,
action or proceeding arising from facts or circumstances unrelated to the Arena
or the Arena Contract), judicial or administrative, instituted or brought by
any Person, excluding Operator, Contractor, Surety or any Account Party and
any Person claiming by, through or under Operator, Contractor, Surety or any
Account Party, the expressed objective or intent of which is, or the result or
consequence of which likely would be, any of the following (a "Significant
Effect"):

(a) a determination or judgment that the performance by MSEA, or
the right of Operator to enforce the performance by MSEA, of MSEA's obligations
under the Arena Contract, the Land Lease Agreement or this Agreement is void,
voidable or unenforceable in any material respect; or

(b) a determination or judgment that the performance by City, or
the right of MSEA or Operator to enforce the performance by City, of its
obligations under the Land Lease Agreement is void, voidable or unenforceable
in any material respect;

(c) a determination or judgment that the enforceability of the
obligations or rights of MSEA or the Trustee under the Bond Documents is void,
voidable or unenforceable in any material respect, or a determination or
judgment that MSEA Funds, any Additional MSEA Funds or any other funds of MSEA
committed thereto are not available to pay MSEA's Maximum Share of Construction
Costs, any Contingent Costs or any other Project Costs as and in the amount
provided for in this Agreement or in the Arena Contract; or

(d) to affect the development, construction or operation of the
Arena, in a manner that will result in a material, adverse change from the
anticipated development, construction and operation thereof as evidenced by the
Arena Contract.
"Stipulated Percentage(s)" - as to each Account Party named below,
the percentage set forth opposite such Account Party's name:

[Download Table]

Linbeck Miami Corporation 33.33%
BIL Development, Inc. 33.33%
Century Facilities, Inc. 5.56%
Houston Sports Association, Inc. 16.67%
Stadium and Arena Management, Inc. 5.56%
Venue Management, Inc. 5.55%
-------
100.00%
=======

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Harry M. Stevens, Inc., which is one of the Account Parties, is intentionally
omitted from the preceding list. The percentages set forth in the preceding
list are solely for the applicable purposes of this Agreement.

"Substitute Letter of Credit" - a Letter of Credit in the form
attached to this Agreement as Exhibit "C" which shall (a) be issued for the
account of one or more of the Account Parties, in such stated amount as shall
be an amount permitted in Section 3(b) of this Agreement, (b) have an
expiration date not sooner than six months following the date on which it is
presented to Beneficiary pursuant to this Agreement, (c) be for the benefit of
Beneficiary, and (d) be issued by a Permitted Substitute LOC Issuer; and all
replacements or substitutions thereof and therefor.

"Suspension Event" - a Significant Event or Terminating Event that
occurs after (but not before) the Shared Payment Commencement Date (but a
Terminating Event that occurs because of a Significant Event remaining in
existence, uncured and unremedied for 30 successive days, shall be considered to
be the same Suspension Event as such Significant Event and shall not be a new
or additional Suspension Event).

"Terminating Event" - as of any date, any one or more of the
following:

(a) a Significant Event shall exist, uncured and
unremedied, for any period of thirty (30) successive days;

(b) the termination of the Arena Contract (to the point
that the Termination Fee is then due and payable, whether or not then
actually paid), the Land Lease Agreement, or this Agreement, in
whatever manner such termination may be brought about; or

(c) the entry by a court of competent jurisdiction of any
judgment, order, decree or stay, the result or consequence of which is
or will be the existence of one or more of the Significant Effects.

"Trustee" - Sun Bank, N.A., in its capacity as trustee under the
applicable Bond Documents, and its successors in such trust.

"Termination Fee" - The "Termination Fee" as such quoted term is
defined in the Arena Contract.

"Uncovered Completion Amount" as of any date, the portion of the
Completion Amount as of such date which exceeds the funds

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that then are and thereafter are forecast (in accordance with Section 2(e)
below) to be available to MSEA when needed to pay Project Costs, and for which
Coverage Assurances have not been delivered to Operator.

"Uncovered Project Cost Overrun Amount" - the Project Cost Overrun
Amount for an Uncovered Project Cost Overrun.

Uncovered Project Costs Overruns" - Any Project Cost Overrun for which
Coverage Assurances have not been given by MSEA to Operator in accordance with
Section 2(c) of this Agreement.

(b) Each of the following terms shall have the meaning specified
in the provision of the Agreement indicated opposite such term:

"Agreement" - Introductory clause Page 1

"Allocated Operator Funds" - Section l(a)(ii)

"Arena" - Recitals para. B

"Arena Contract" - Recitals para. A

"Beneficiary" - Introductory clause Page 1

"Claims" - Section 2(d)(i)(C)

"Construction Contract" - Recitals para. B

"Construction GMAX Account" - Section l(a)(i)

"Contractor" - Introductory clause Page 1

"Default Events" - Section 2(b)(v)

"Determination Period" - Section 2(c)

"Final Two Weeks" - Definition of "Notice to Draft"

"Funding Shortfall" - Section 2(e)(ii)

"Letter of Credit" - Recitals para. G

"Maximum Uncovered Completion Account" - Section 2(e)(iv)

"MSEA" - Introductory clause Page 1

"MSEA Funds" - Section l(a)(i)

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"MSEA Purchase Costs" - Section 2(a)

"notice" - Section 6(a)

"Operator" - Introductory clause Page 1

"Operator Funds" - Section l(b)

"Principals" - Recitals para. G

"Project Fund Account" - Section l(a)(i)

"Project Retainage Account" - Section 1(a)(iv)(A)

"Section 3(a)(i) Notice to Draft" - Definition of
"Notice to Draft"

"Section 3(a)(ii) Notice to Draft" - Definition of
"Notice to Draft"

"Section 3(a)(iii) Notice to Draft" - Definition of
"Notice to Draft"

"Section 3(a)(i) Proceeds" - Section 3(a)(i)

"Section 3(a)(ii) Proceeds" - Section 3(a)(ii)

"Section 3(a)(iii) Proceeds" - Section 3(a)(iii)

"Significant Effect" - Definition of "Significant
Threat"

"Special Termination" - Section 2(d)(i)

"Special Termination Amount" - Section 2(d)(i)B)

"Special Termination Date" - Section 2(d)(i)

"Surety" - Recitals para. D

"Suspension Commencement Date" - Section 2(b)

"Suspension Notice" - Section 2(b)

"Suspension Period" - Section 2(b)(i)

"TCB" - Recitals Para. G

"Termination Notice" Section 2(b)

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W I T N E S S E T H:

In consideration of the mutual covenants set forth herein, the
parties hereto hereby represent, covenant and agree as follows:

1. Sources of Funds.

(a) MSEA Funds.

(i) MSEA hereby warrants and represents to
Contractor, Surety and Operator that funds in the total amount of $20,000,000
are deposited at Sun Bank, N.A. in an account which is a subsidiary account of
MSEA's account at Sun Bank, N.A. which is styled (and referred to herein as)
the "Project Fund Account," and which is styled (and referred to herein as) the
"Construction GMAX Account" (which term also shall include all successor or
subsidiary accounts), all of which funds are available and committed for the
payment of MSEA's Maximum Share of Construction Costs and for the payment of
Contingent Costs in accordance with the terms of this Agreement and (as
applicable) the Bond Documents (the funds of MSEA now and hereafter deposited
in the Construction GMAX Account are herein sometimes called "MSEA Funds").
MSEA agrees that except as otherwise expressly provided in this Agreement, all
MSEA Funds shall remain in the Construction GMAX Account until disbursed in
payment of MSEA's Share of Construction Costs and in payment of any Contingent
Costs, all in accordance with this Agreement.

(ii) MSEA hereby pledges to Operator all of
MSEA's rights, titles and interests in and to all Operator Funds disbursed by
Beneficiary to MSEA to be utilized by MSEA to pay MSEA Purchase Costs allocated
to Operator's Share of Construction Costs as provided for in Section 2(a) below
("Allocated Operator Funds"). Except as otherwise expressly provided in this
Agreement, MSEA shall cause MSEA Funds to be used exclusively to pay MSEA's
Share of Construction Costs and to pay Contingent Costs, and without exception
shall cause Allocated Operator Funds to be used exclusively to pay MSEA
Purchase Costs allocated to Operator's Share of Construction Costs as provided
for in Section 2(a) below, all in accordance with the terms of this Agreement.
All Allocated Operator Funds paid and disbursed by MSEA in accordance with the
terms of this Agreement for MSEA Purchase Costs shall pass free of the security
interest created in the preceding sentence.

(iii) MSEA shall have the right to direct the
Trustee to withdraw interest accrued on the balance from time to time in the
Construction GMAX Account and the Project Retainage Account, which Trustee may
withdraw at such intervals as MSEA

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shall direct and, when withdrawn, shall be deposited in a MSEA account and
shall be allocated to payment of Project Costs.

(iv) To ensure that MSEA shall be able to pay the
Termination Fee or Special Termination Amount, as applicable, in the event
Operator elects pursuant to this Agreement to terminate its obligations under
this Agreement at any time prior to the Shared Payment Commencement Payment
Date, MSEA agrees as follows:

(A) MSEA hereby warrants and
represents to Operator, Surety and Contractor that funds in the total amount of
$2,771,000 are deposited in Sun Bank, N.A. in an account which is a subsidiary
account of MSEA's Project Fund Account, and which is styled (and referred to
herein as) the "Project Retainage Account" (which term shall also include all
successor or subsidiary accounts), which funds shall not be used by MSEA to pay
Project Costs or for any other purpose until the earlier to occur of (i) the
Shared Payment Commencement Date or (ii) the date on which MSEA pays such funds
to Operator in payment on account of either the Termination Fee or Special
Termination Amount, as applicable; and

(B) Subject to the further
provisions of this Subsection 1(a)(iv)(B), MSEA hereby pledges to Operator, to
the extent permitted by law, all of MSEA's rights, titles and interests in and
to such $2,771,000 in the Project Retainage Account (or as a pledge and
superior interest if such $2,771,000, in order to satisfy requirements of law,
is ever commingled with other MSEA funds in either the Construction GMAX
Account or the Project Fund Account) to further secure the obligation of MSEA
to pay to Operator, upon Operator's termination of its obligations under this
Agreement prior to the Shared Payment Commencement Date, the Termination Fee or
the Special Termination Amount, as applicable, all pursuant to and in
accordance with the Uniform Commercial Code of Florida and other applicable
law. In an event of any default by MSEA to pay the Termination Fee or the
Special Termination Amount pursuant to the Arena Contract or this Agreement, as
applicable, Operator shall have and is hereby granted all of the rights and
remedies of a secured party as aforesaid. MSEA further agrees to execute and
deliver to Operator such further instruments as may reasonably be required by
operator to effectuate the foregoing provisions, and at the option of Operator
this Agreement may serve as the necessary security agreement.

From and after the Shared Payment Commencement Date, the security
interest created in, and the foregoing provisions of, this Subsection 1(a)(iv)
shall no longer be effective, however, this sentence shall not be construed to
negate either the right

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of Operator to terminate its obligations under this Agreement (in accordance
with an applicable right to do so) or the obligation of MSEA to pay to Operator
either the Termination Fee or the Special Termination Amount, as applicable,
upon such termination.

(iv) In any instance in which a security interest
created under this Section l(a) terminates in accordance with the terms of this
Section l(a), then promptly after MSEA's request therefor, Operator shall
deliver a written release and termination of such security interest.

(b) Operator Funds. Contemporaneously with Operator's
execution of this Agreement, Operator has delivered the Letter of Credit to
Beneficiary, a copy of which is attached as Exhibit "A" hereto. The proceeds
of Drafts on the Letter of Credit, or of drawings on Substitute Letters of
Credit as provided for below, presented in accordance with this Agreement, are
herein sometimes collectively called "Operator Funds". Operator warrants to
Contractor, MSEA and Beneficiary that the Letter of Credit is genuine, has been
duly issued by TCB to and for the benefit of Beneficiary, and is valid and
enforceable in accordance with its terms (subject to laws of general
application relating to or affecting the enforcement of creditors' rights).
Beneficiary, by its execution hereof, acknowledges its receipt of the Letter of
Credit, and Contractor and MSEA, by their execution hereof, respectively
acknowledge their approval of the Letter of Credit.

2. Payment Obligations.

(a) MSEA's and Operator's Shares of Construction
Costs; MSEA Purchase Costs. MSEA shall pay MSEA's Share of construction Costs
and any Contingent Costs, and Operator shall pay Operator's Share of
Construction Costs, respectively, all in accordance with the terms of this
Agreement.

MSEA shall pay directly all Construction Costs as provided in
the Construction Contract which constitute the purchase costs (herein called
"MSEA Purchase Costs") of materials, goods, equipment and all other personal
property required or used in connection with the construction of the Arena with
respect to which a sales tax could be imposed. The procedures to be followed
by Contractor (and subcontractors) for MSEA's Purchase Costs are attached
hereto as Exhibit "F".

All MSEA Purchase Costs for a Payment Period shall be allocated to
MSEA's Share of Construction Costs and/or Operator's Share of Construction
Costs for such Payment Period, whichever shall be obligated under the terms of
this Agreement to pay Construction Costs for such Payment Period (and if both
MSEA and Operator are so obligated, then such allocation shall be in pro-

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portion to such respective obligations). MSEA Purchase Costs which are
included in MSEA's Share of Construction Costs for such Payment Period shall be
promptly paid by MSEA from MSEA Funds (or other funds of MSEA) and all MSEA
Purchase Costs for a Payment Period which are included in Operator's Share of
Construction Costs for such Payment Period shall be paid by MSEA with Allocated
Operator Funds promptly after the disbursement thereof by Beneficiary to MSEA
for payment by MSEA.

(b) Conditions and Limitations. Operator shall have no
obligation to pay any amounts to Contractor under the Construction Contract
except Operator's Share of Construction Costs (and in no event more than
Operator's Maximum Share of Construction Costs).

Any and all payments to be made under the Construction Contract
except Operator's Share of Construction Costs shall be made by MSEA. The
failure of MSEA or Operator to perform their respective obligations under this
Agreement within the time periods herein allowed shall constitute a default
under this Agreement and under the Arena Contract.

If a Particular Suspension Event shall occur, then while such
Particular Suspension Event shall be continuing, operator may deliver a written
notice (a "Suspension Notice") to MSEA (and shall send a copy to Contractor at
the same time), advising MSEA of the election of Operator to suspend Operator's
obligation to pay Operator's Share of Construction Costs under this Agreement.
Effective as of the date of receipt by MSEA (as established under Section 6(a)
below) of a Suspension Notice (a "Suspension Commencement Date"), the following
provisions shall apply:

(i) Operator, for the period hereinafter
established (a "Suspension Period"), and subject to the further provisions of
this Section 2(b), shall have no obligation under this Agreement or the Arena
Contract to pay Operator's Share of Construction Costs that may become due and
payable to Contractor under the Construction Contract; provided, however, that
such cessation of such obligation of Operator under this Agreement and the
Arena Contract shall not affect or limit the obligation of Operator to
Contractor to pay, or the rights of Contractor to be paid, Operator's Share of
Construction Costs in accordance with and subject to the provisions of the
Construction Contract (including, without limitation, the provisions of the
Construction Contract providing for time periods and the right of termination
granted to Contractor); if the Approved Request for Payment for the Current
Payment Period (for or including Operator's Share of Construction Costs) has
been delivered to Beneficiary prior to a Suspension Commencement Date, then the

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onset of the related Suspension Period shall not halt the process of
Beneficiary presenting a Draft to TCB, or drafting on any Substitute Letter(s)
of Credit that then may be held by Beneficiary, nor the disbursing of Operator
Funds (whether proceeds of a Draft to TCB or Section 3(a)(iii) Proceeds) in
payment of Operator's Share of Construction Costs for such Current Payment
Period as stated in such Approved Request for Payment; however, during such
Suspension Period (subject to the further provisions of this Section 2(b)) no
further Notices to Draft shall be submitted to Beneficiary, other than the
Section 3(a)(iii) Notice to Draft, if applicable.

(ii) (A) Subject to the further provisions of
this Subsection 2(b)(ii), each Suspension Period shall commence on the
Suspension Commencement Date for such Suspension Period and shall end on the
earliest to occur of the following:

(1) the cure, remedy or removal
of the Particular Suspension Event identified in the Suspension Notice for such
Suspension Period (upon which cure, remedy or removal, such Particular
Suspension Event shall cease to exist);

(2) the date on which MSEA
receives a Termination Notice (as defined below) from Operator (as such date is
established under Section 6(a) below); or

(3) that date which is 250 days
after the later to occur of a. the Suspension Commencement Date for such
Suspension Period or b. the first date after the Suspension Commencement Date
for such Suspension Period on which Operator does not pay Operator's Share of
Construction Costs when it would have been due under the terms of this
Agreement if Operator's obligation to make such payment had not been suspended.

(B) Notwithstanding the generality of
Subsection 2(b)(ii)(A), the following provisions shall apply in the instances
therein provided:

(1) if a Particular Suspension
Event occurs because of a material, adverse change in the status or consequence
of another Particular Suspension Event already existing (contemplated above in
the definition of "Particular Suspension Event"), such new Particular
Suspension Event shall have a Suspension Period measured as follows:

a. if prior to the
occurrence of such material, adverse change, MSEA has delivered a Payment
Assurance to Operator, then the Suspension Period for

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such new Particular Suspension Event shall commence on the Suspension
Commencement Date therefor and shall extend for that period which is the longer
of the balance of the Suspension Period for such existing Particular Suspension
Event (which underwent such change) as established under Subsection 2(b)(ii)(A)
above, or 45 days;

b. otherwise, the Suspension Period
for such new Particular Suspension Event shall commence on the Suspension
Commencement Date therefor and extend for the period established under
Subsection 2(b)(ii)(A) above.

(2) If a Particular Suspension
Event takes the form of the existence of an Aggregate Uncovered Project Cost
Overrun Amount which constitutes a Significant Event or Terminating Event (as
the case may be), then the Suspension Period for such Particular Suspension
Event shall commence on the Suspension Commencement Date therefor and shall end
(if not sooner terminated under Subsection 2(b)(ii)(A) above) 60 days
thereafter.

(iii) During a Suspension Period, the rights of
Operator under this Agreement, the Arena Contract, the Land Lease Agreement and
(subject to the proviso set forth in Subsection 2(b)(i) above) the Construction
Contract, and the obligations of Operator under this Agreement and the Arena
Contract (other than the obligation to pay Operator's Share of Construction
Costs, as and to the extent such obligation shall be suspended during such
Suspension Period) and the Construction Contracts shall continue uninterrupted
and unabated.

(iv) Operator shall have the continuing right
during a Suspension Period to pay all or any portion of Operator's Share of
Construction Costs for any or all Payment Periods (whether or not successive)
during such Suspension Period, and the election to do so shall never operate or
be construed to reinstate during such Suspension Period Operator's obligation
to pay Operator's Share of Construction Costs.

(v) If a Suspension Period exists which did not
occur as the result of any of the following ("Default Events"):

(A) an "Owner Default" (as such quoted
term is defined in the Arena Contract) under the Arena Contract if such Owner
Default occurs as the result of the action or inaction of the "Owner" (as such
quoted term is defined in the Arena Contract);

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(B) a "City Default" or an
"Authority Default" (as such quoted terms are defined in the Land Lease
Agreement) under the Land Lease Agreement if such City Default or Authority
Default occurs as the result of the action or inaction of the "City" or the
"Authority" (as such quoted term is defined in the Land Lease Agreement); or

(C) a default by MSEA under the
terms of this Agreement; (as properly established by the description of the
relevant facts of the Particular Suspension Event contained in the Suspension
Notice for such Suspension Period), then at any time during such Suspension
Period (and on the condition that no other Suspension Period then exists which
has occurred as the result of a Default Event), MSEA may arrange to tender a
Payment Assurance to Operator; if such Payment Assurance satisfies the
requirements therefor set forth in the definition for "Payment Assurance" in
this Agreement, then Operator again shall become obligated (unless and until
another Particular Suspension Event thereafter shall occur) to pay as provided
below that additional amount of Operator's Share of Construction Costs which
equals, in the aggregate, the stated dollar amount of such Payment Assurance
(but in no event more than that aggregate additional amount of Operator's Share
of Construction Costs which, when added to the aggregate of all of Operator's
Share of Construction Costs previously paid by or for the account of Operator
(including any amounts paid during any Suspension Period), equals Operator's
Maximum Share of Construction Costs); if, at the time a Payment Assurance
conforming to the requirements of this Agreement is delivered to Operator,
there then are payments of Operator's Share of Construction Costs for prior
Payment Periods which have not been paid, then subject to the express
limitations in this Subsection 2(b)(v), Operator shall promptly cause
Operator's Share of Construction Costs for such prior Payment Periods to be
paid to Contractor, and if MSEA shall have paid any portion(s) of Operator's
Share of Construction Costs during such Suspension Period, then if MSEA so
elects, Operator shall promptly pay to MSEA (without interest) an amount equal
to Operator's Share of Construction Costs so paid by MSEA (and Operator, MSEA
and Contractor shall jointly issue to Beneficiary appropriate written
directions, or enter into with Beneficiary an appropriate amendment to this
Agreement, to cause Beneficiary to send the appropriate Draft(s) to TCB, or to
draft on any Substitute Letter(s) of Credit that then may be held by
Beneficiary, and to disburse such operator Funds (whether proceeds of a Draft
or Section 3(a)(iii) Proceeds) to pay, such payments of Operator's Share of
Construction Costs, to Contractor or MSEA, as applicable, in accordance with
this Subsection); and thereafter Operator shall pay Operator's Share of
Construction Costs for

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each Payment Period (as applicable) in accordance with the terms of this
Agreement (but subject to the limitations stated in this Subsection 2(b)(v).

(vi) Delivery by MSEA of a Payment
Assurance during a Suspension Period shall not constitute a cure, remedy or
removal of the Particular Suspension Event which caused such Particular
Suspension Period, or terminate or stay the running of such Suspension Period,
or prevent or negate the occurrence of other Particular Suspension Events; and
if another Particular Suspension Event should occur following the delivery by
MSEA of a Payment Assurance, and such further Particular Suspension Event is a
Default Event, then upon Operator delivering a Suspension Notice to MSEA
regarding such further Particular Suspension Event, Operator, notwithstanding
the Payment Assurance, shall have no further obligation to pay Operator's Share
of Construction Costs during the Suspension Period for such further Particular
Suspension Event, and all of the provisions of this Section 2(b) shall apply to
such further (and all other) Suspension Period(s).

(vii) At such time as a Suspension Period
shall terminate other than by reason of an election by Operator to terminate
its obligations under this Agreement (and if there then exist no other
Suspension Periods which have not terminated), Operator again shall be
obligated to pay Operator"s Share of Construction Costs, and if there then are
payments of Operator's Share of Construction Costs for prior Payment Periods
which have not been paid, then Operator shall promptly cause Operator's Share
of Construction Costs for such prior Payment Periods to be paid to Contractor,
and if MSEA shall have paid any portion (s) of Operator's Share of Construction
Costs during such Suspension Period, then if MSEA so elects, Operator shall
promptly pay to MSEA (without interest) an amount equal to Operator's Share of
Construction Costs so paid by MSEA (and Operator, MSEA and Contractor shall
jointly issue to Beneficiary appropriate written directions, or enter with
Beneficiary an appropriate amendment to this Agreement, to cause Beneficiary to
send the appropriate Draft(s) to TCB, or to draw on any Substitute Letter(s) of
Credit that then may be held by Beneficiary, to disburse Operator Funds
(whether proceeds of a Draft or Section 3(a)(iii) Proceeds) to pay Operator's
Share of Construction Costs to Contractor or MSEA, as applicable, in accordance
with this Subsection (but in no event shall the aggregate additional amount of
Operator's Share of Construction Costs paid upon and after the termination of a
Suspension Period, provided for in this Subsection 2(b)(vii), exceed that
amount which, when added to the aggregate of all of Operator's Share of
Construction Costs previously paid by or for the account of Operator (including
any amounts paid during Suspension Periods, equals Operator's Maximum Share of

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Construction Costs) ; also, upon the termination of a Suspension Period, the
particular Suspension Event which was the cause of such Suspension Period (as
established by the description of such Particular Suspension Event in the
Suspension Notice for such Suspension Period), shall be deemed waived by
Operator and such Particular Suspension Event shall no longer be a Suspension
Event.

Notwithstanding the foregoing provisions of this Section 2(b) which
may be to the contrary, but subject to the following provisions of this Section
2(b) upon any date after the occurrence of a Terminating Event (and on the
condition that such Terminating Event has not been deemed waived under
Subsection 2(b)(vii) or the following provisions of this Subsection 2(b), and
has not been cured, remedied or removed) and without regard to whether a
Suspension Period then exists or whether a Payment Assurance has previously
been delivered to Operator, Operator may send a written notice (a "Termination
Notice") to MSEA and Contractor, and in such event Operator's obligations under
this Agreement (including Operator's obligations to pay Operator's Share of
Construction Costs) shall terminate, effective as of the date of delivery of
the Termination Notice (as established under Section 6(a) below), but Operator
shall be obligated to pay Contractor all amounts payable by Operator to
Contractor for Operator's Share of Construction Costs under the terms of the
Construction Contract for work performed to such date and as a result of a
termination of the Construction Contract. If such termination is a Special
Termination then the provisions of Section 2(d) below shall control; if such
termination is not a Special Terminating then such termination also shall be
deemed an election by Operator to pursue the remedies available to Operator
under the Arena Contract upon an Owner Default and if Operator elects the
remedy of terminating the Arena Contract, the amount of the Termination Fee
payable to Operator thereunder shall be $7,121,000 minus the amount of the
credit then applicable under the provisions of the final grammatical paragraph
of Section 5(h) of this Agreement (describing the manner of calculation of such
credit). Any Significant Event or Terminating Event other than a Default Event
which is in existence on the Shared Payment Commencement Date and previously
has been known to Operator shall, as of the Shared Payment Commencement Date,
be deemed to have been waived by Operator and thereafter such Significant
Event(s) shall no longer be a Significant Event and shall not by passage of
time become a Terminating Event, and such Terminating Event(s) shall no longer
be a Terminating Event (but such waiver shall not be construed to be a waiver
of any future repetition of such waived Significant Event or Terminating Event
or any future occurrence of a Significant Event or Terminating Event of a
similar nature.

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(c) Project Cost Overruns. If at any time either
Operator, MSEA or Contractor shall determine that a Project Cost Overrun
exists, then each agrees to promptly notify the others thereof, which notice
shall be in writing and shall include such information concerning the reason
for such Project Cost Overrun and the magnitude of the resultant Project Cost
Overrun Amount as then reasonably shall be available.

Within 25 days (a "Determination Period") following MSEA determining
or being advised by Operator or Contractor that a Project Cost Overrun exists
in sufficient amount, MSEA shall determine whether MSEA has Additional MSEA
Funds that then are or thereafter shall become available to MSEA in such amount
as shall permit MSEA to pay such Project Cost Overrun Amount when due. If MSEA
determines that no Additional MSEA Funds then do or thereafter shall exist in
sufficient amount, MSEA shall advise Operator of this determination within such
Determination Period. If MSEA determines that such Additional MSEA Funds then
do or thereafter shall exist, then MSEA shall arrange for the preparation and
delivery to Operator, within the Determination Period, of the Coverage
Assurances for the Project Cost Overrun Amount of such Project Cost Overrun.

If MSEA shall fail or refuse within a Determination Period either to
make a determination, with respect to a Project Cost Overrun, as to whether
Additional MSEA Funds then do or thereafter shall exist in sufficient amount,
or to deliver Coverage Assurances to Operator, then in either such Event, at
the end of such Determination Period, such Project Cost Overrun shall be deemed
and thereafter shall be an Uncovered Project Cost Overrun (and the Project Cost
Overrun Amount for such Project Cost Overrun shall be deemed and thereafter
shall be an Uncovered Project Cost Overrun Amount) for all purposes of this
Agreement. Upon receipt and approval by Operator of Coverage Assurances for
the Project Cost Overrun Amount of a particular Project Cost Overrun, such
Project Cost Overrun shall be deemed and thereafter shall be Covered Project
Cost Overrun (and such Project Cost Overrun Amount shall be deemed and
thereafter shall be a Covered Project Cost Overrun Amount).

If after delivery of Coverage Assurances approved by Operator
relative to a particular Project Cost Overrun, MSEA or the Financial
Professional shall determine (at the instance of either MSEA or Operator), and
state in writing, that for any reason the Coverage Assurances relative to such
Project Cost Overrun are no longer valid, and MSEA shall fail to provide
further Coverage Assurances for such Project Cost Overrun within 15 days after
notice of such statement of invalidity of the prior Coverage Assurances, then
such Project Cost Overrun shall be deemed and thereafter shall be an
Uncovered Project Cost Overrun

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(and the Project Cost Overrun Amount of such Project Cost Overrun shall be
deemed and thereafter shall be an Uncovered Project Cost Overrun Amount) for
the purpose of this Agreement. If a Project Cost Overrun is an Uncovered
Project Cost Overrun under the terms of this Agreement, and MSEA and the
Financial Professional thereafter deliver to Operator Coverage Assurances for
the Uncovered Project Cost Overrun Amount for such Uncovered Project Cost
Overrun in accordance with the terms of this Agreement, then upon approval
thereof by Operator such Uncovered Project Cost Overrun shall be deemed and
thereafter shall be a Covered Cost Overrun (and the Project Cost Overrun Amount
of such Project Cost Overrun shall be deemed and thereafter shall be a Covered
Project Cost Overrun Amount) for the purposes of this Agreement.

(d) Special Termination Provisions.

(i) MSEA and Operator agrees, notwithstanding any
other provision of this Agreement or the Arena Contract which may be to the
contrary, that if (Y) Operator shall elect, pursuant to Section 2(b) above, to
terminate its obligations under this Agreement and (Z) there then is no Default
Event in existence (a "Special Termination"), then in such event, on that
date (the "Special Termination Date") which is the tenth (10th) business day
after the effective date (as established pursuant to Section 6(a) below) of
Operator's notice of its election to terminate its obligations under this
Agreement as a Special Termination:

(A) MSEA shall join with Operator to
deliver to Beneficiary written authorization and direction to take the
actions set forth in Subsections 5(h)(ii) through (iv) of this Agreement;

(B) MSEA shall pay to Operator,
in immediately available funds, that amount (the "Special Termination Amount")
which is the sum of (without duplication):

(1) all Project Costs paid by or
for the account of Operator, and any payments by or for the account of
operator to pay Project Costs, the payment of which was the obligation of MSEA
under the Arena Contract or the Land Lease Agreement; and

(2) the portion and amount of the
Development Fee provided for under the Arena Contract which is attributable to
the current period in which the Special Termination Date occurs, prorated and
adjusted to the Special Termination Date, and any past due payments of
Development Fee attributable to prior periods;

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(C) MESA shall either pay to
Contractor, or provide to Contractor assurance (which assurance must be of a
character and evidenced in a manner which are reasonably satisfactory to
Contractor) of the payment to Contractor when due and payable of that portion
of the Contract Sum (as defined in the Construction Contract) attributable to
work performed as of the Special Termination Date (including the Contractor's
Costs, Contractor's Fee and retainage that as of such date have not been paid
to Contractor for such portion of the work), plus any amounts to be paid under
the Construction Contract for Construction Costs during any Suspension Period
or for any demobilization and upon payment of or the providing of such
assurance of the payment of such amount, Operator shall automatically be
released of and from any obligation to pay Operator's share of Construction
Costs, or any other sums, hereunder and under the Construction Contract, and
MSEA shall arrange to have Contractor deliver to Operator, and Contractor agrees
to issue and deliver to Operator, on and as a condition to the occurrence of
the Special Termination Date, a written stipulation and release, in recordable
form and otherwise in form reasonably satisfactory to Operator, stipulating
that all of Operator's obligations to Contractor have been and are discharged,
and that Operator is released from and shall have no further obligation
whatsoever to Contractor, or those claiming by, through or under Contractor,
under the terms of the Construction Contract or this Agreement or in any other
regard whatsoever;

(D) MSEA shall agree in writing,
in form reasonably satisfactory to Operator, to assume and agree to discharge,
and to indemnify, defend and hold Operator harmless from, any Claims (as
defined below) against Operator solely for Project Costs incurred under the
Arena Contract (for the purposes hereof, "Claims" shall mean any claim, suit,
action or proceeding, to collect or secure the collection of money or property
from Operator to pay Project Costs incurred under the Arena Contract, any
interest thereon, and any costs associated therewith, including, without
limitation, attorney's fees and costs of court).

(ii) Upon payment and performance by MSEA
of its obligations set forth in paragraphs (A) through (D) of Subsection
2(d)(1) (including, without limitation, the payment of the Special Termination
Amount and any interest accrued thereon as provided below), and the completion
by Beneficiary of all of the actions set forth in Subsections 5(h)(ii) through
(iv), then on and effective as of the Special Termination Date:

(A) the Arena Contract shall
terminate, and neither MSEA nor Operator shall have any further rights or

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obligations thereunder (and specifically but without limitation, Operator shall
have no right to be paid or to receive the Termination Fee provided for in the
Arena Contract), and upon MSEA's request Operator shall deliver a written
release, in form reasonably satisfactory to MSEA, confirming the termination of
the Arena Contract and Operator's rights thereunder; and

(B) the Arena Management Agreement
between Decoma Venture and Facility Management and Marketing, the Development
Management Services Agreement between Decoma Venture and Barker Interests
Limited and the Food, Beverage and Merchandise Services Agreement between
Operator and Harry M. Stevens, Inc., each shall terminate, and MSEA shall have
no obligation to any of the respective parties thereto.

(iii) The effective date of Operator's termination
of its obligations under this Agreement shall be the date established under
Section 2(b) above, notwithstanding that the Special Termination Date will be
on a date after such effective date. Further, if MSEA does not pay and perform
all of its obligations to be paid and performed by MSEA pursuant to this
Section 2(d), on the date scheduled under this Section 2(d) as the Special
Termination Date, then the Special Termination Date shall not occur, and shall
be delayed, until MSEA has paid and performed fully and finally all of such
obligations, and until the Special Termination Date shall occur (whether or not
delayed).

(iv) If for any reason MSEA does not pay the
Special Termination Amount to Operator on the scheduled Special Termination
Date as established in Subsection 2(d)(i) above, then the Special Termination
Amount shall continue to be immediately due and payable and interest shall
accrue on the Special Termination Amount (or so much thereof as shall remain
unpaid), at that per annum rate which is the lesser of (A) the rate of interest
per annum established from time to time by Citibank, N.A. and designated as its
prime rate, plus two percent (2%), or (B) the maximum per annum rate of
interest which is not prohibited under applicable law, from such scheduled
Special Termination Date until the date on which the Special Termination Amount
is fully and finally paid.

(v) Upon the termination of the Arena Contract
pursuant to this Section 2(d), Operator shall be entitled to retain all
payments of Development Fee, reimbursements and any other payments previously
paid to Operator under the Arena Contract or the Pre-Development Agreement (as
defined in the Arena Contract).

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(vi) This Section 2(d) shall apply only to
a Special Termination. Termination by Operator of its obligations under this
Agreement while a Default Event exists shall not be a Special Termination and
shall not be governed by this Section 2(d).

(e) Budget and Cash Flow Analysis; Completion Amount.

(i) Not later than 45 days prior to the
end of the Payment Period in which Construction Costs are reasonably
anticipated by Operator to total when added to the aggregate of the
Construction Costs for all prior Payment Periods, an amount equal to the sum of
the First Conversion Amount and the Second Conversion Amount, MSEA, shall
deliver to Operator and Contractor an analysis of the Project Budget and a cash
flow analysis showing, as of the most recent date which is practicable, the
Project Costs incurred and paid to date, the Project Costs necessary to be
incurred and paid thereafter in order to complete, equip and furnish, and
commence operation of the Arena as contemplated in the Arena Contract and the
Construction Contract, the presence (if any) and magnitude of Project Cost
Overruns and Contingent Costs which then are known or can reasonably be
anticipated, and the presence (if any), magnitude and probable dates of
occurrence of instances which are known or can reasonably be anticipated in
which MSEA will not have sufficient funds, taking into account all available
MSEA sources, to pay when due Project Costs (including Contingent Costs but
excluding Operator's Share of Construction Costs) (a "Funding Shortfall").
Such analyses shall contain such supporting information and otherwise shall be
in such form and substance as shall be reasonably satisfactory to Operator, and
shall be accompanied by a Financial Professional's Report thereon.

(ii) Not earlier than 20 days nor later
than 10 days prior to the end of the Payment Period in which Construction Costs
are reasonably anticipated by Operator to total, when added to the aggregate of
the Construction Costs for all prior Payment Periods, an amount equal to the
sum of the First Conversion Amount and the Second Conversion Amount, MSEA shall
deliver to Operator, a written certificate, signed by MSEA'S Representative,
addressed to Operator, certifying, in form and substance reasonably satisfactory
to Operator, as of the date of such certificate, (A) the Uncovered Project Cost
Overruns then known or reasonably anticipated to occur, (B) the Aggregate
Uncovered Project Cost Overrun Amount for such Uncovered Project Cost Overruns,
as established by change order or other means having the effect of fixing such
cost or, if such cost cannot be fixed, as established by the best estimates
then available after due diligence, (C) a forecast of the Project Costs
necessary to complete, equip and furnish, and commence operation of the Arena

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as contemplated by the Arena Contract and the Construction Contract, and the
take-down schedule for same, (D) a forecast of the magnitude and probable dates
of occurrence of any instances of a Funding Shortfall and (E) a calculation and
stipulation of the Uncovered Completion Amount; such certificate of MSEA shall
be accompanied by a Financial Professional's Report thereon.

(iii) If such certificate from MSEA and
accompanying Financial Professional's Report satisfy the requirements therefor
(including being reasonably satisfactory to Operator) contained in this
Agreement and stipulate an Uncovered Completion Amount of more that $750,000,
then the existence of such Uncovered Completion Amount shall give Operator the
right to terminate its obligations under this Agreement and shall be a
"Terminating Event" for all purposes of this Agreement. To exercise such
right, Operator must deliver notice of such exercise to MSEA not later than
thirty (30) days after the later to occur of the Second Funding Conversion Date
or the date on which MSEA delivers to Operator the Certificate and Financial
Professional's Report thereon in compliance with the terms of Subsection
2(e)(ii) above.

If Operator delivers such notice within such 30-day period, then
Operator's obligations under this Agreement shall terminate on the date MSEA
receives such notice (as established under Section 6(a) below), but Operator
shall be obligated to pay Contractor all amounts payable by Operator to
Contractor for Operator's Share of Construction Costs under the terms of the
Construction Contract for work performed to such date and as a result of a
termination of the Construction Contract.

(iv) If Operator does not deliver such notice of
termination within such 30 day period, then Operator shall be deemed to have
waived Operator's right to terminate its obligations under this Agreement by
reason of the Uncovered Completion Amount being more than $750,000, and the
amount of the Uncovered Completion Amount stipulated in such certificate from
MSEA shall be the "Maximum Uncovered Completion Amount" for the purposes of
this Agreement. If the Uncovered Completion Amount stipulated in such
certificate from MSEA shall be not more than $750,000, then Operator shall have
no right to terminate its obligations under this Agreement as a result of the
existence of such Uncovered Completion Amount, and $750,000 (rather than such
stipulated amount of Uncovered Completion Amount) shall be the "Maximum
Uncovered Completion Amount" for the purposes of this Agreement.

(v) If after the Shared Payment Commencement Date
the Uncovered Completion Amount shall increase to an amount which is greater
than the Maximum Uncovered Completion Amount,

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then the existence of such excess shall constitute a Terminating Event for all
purposes of this Agreement.

(vi) If Operator elects to terminate this
Agreement pursuant to a right to do so granted in this Subsection 2(e), then
such termination shall be a Special Termination, and the provisions of
Subsection 2(d) shall control; if a Default Event exists on the effective date
of such notice, then such termination shall not be a Special Termination, and
such termination also shall be deemed an election by Operator to pursue the
remedies available to Operator under the Arena Contract upon an Owner Default
(as defined in the Arena Contract) and if Operator elects the remedy of
terminating the Arena Contract, the amount of the Termination Fee payable to
Operator thereunder shall be $7,121,000 minus the amount of the credit then
applicable under the provisions of the final grammatical paragraph of
Subsection 5(h) of this Agreement.

(vii) Effective upon Operator's Maximum Share of
Construction Costs being paid to Contractor, MSEA covenants to seek financial
assistance to provide Coverage Assurances to cover Uncovered Project Cost
Overruns or the Uncovered Completion Amount from appropriate governmental
entities, with the assistance and cooperation of Operator with the limitation
that the sole assistance to be sought by MSEA shall not, in any event, allow
Operator's financial interests under the Arena Contract to be diluted or
diminished. However, this covenant shall terminate upon the event that
Operator has sent a Termination Notice to MSEA, and Operator further covenants
that no legal action shall be instituted or brought by Operator which attempts
to seek damages for failure to enforce this covenant of MSEA once Operator
elects to send a Termination Notice to MSEA.

(xi) The analyses and certificates by MSEA and the
Financial Professional's Report related thereto which are delivered to Operator
under this Section 2(e) shall be updated and verified at such intervals (but
not after the Final Funding Conversion Date or more frequently than monthly)
as Operator shall reasonably request.

3. Drafts Against the Letter of Credit.

(a) Submission of Notices to Draft to Beneficiary. A
Notice to Draft shall be submitted to Beneficiary only in the following
circumstances:

(i) to authorize and direct Beneficiary to Draft on
the Letter of Credit for payment of Operator's Share of Construction Costs as
established and authorized pursuant to this Agreement, with the proceeds of
such Draft(s)) (the "Section

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3(a)(i) Proceeds") to be applied in payment of Operator's Share of Construction
Costs pursuant to Section 5(c) of this Agreement; and

(ii) upon completion of all work under the
Construction Contract and payment to Contractor of the amounts to be paid to
Contractor pursuant to Article IX of the Construction Contract, to authorize
and direct Beneficiary to Draft on the Letter of Credit for the balance, if
any, of the Letter of Credit, with the proceeds of such Draft (the "Section
3(a)(ii) Proceeds") to be held and disbursed pursuant to Section 5(c) of this
Agreement; and

(iii) if by the Final Two Weeks (A) the entire
stated amount of the Letter of Credit has not been drawn down and (B) a
substitute or amended letter of credit has not been delivered to Beneficiary
identical to the Letter of Credit then held by Beneficiary except with an
expiration date at least six (6) months later than the expiration date of the
Letter of Credit then held by Beneficiary and a stated amount equal to the
current balance of the Letter of Credit then held by Beneficiary, then within
the Final Two Weeks to authorize and direct Beneficiary to Draft on the Letter
of Credit for the balance of the Letter of Credit, with the proceeds of such
Draft (the "Section 3(a)(iii) Proceeds") to be held and disbursed pursuant to
Section 5(c) of this Agreement.

Whether or not Beneficiary receives a Section 3(a)(iii) Notice to Draft during
the Final Two Weeks, nevertheless if a substitute or amended Letter of Credit
meeting the requirements of Section 3(a)(iii) has not been delivered to
Beneficiary as contemplated in Section 3(a)(iii), then Beneficiary is
authorized and directed to Draft on the Letter of Credit, during the Final Two
Weeks, for the balance of the Letter of Credit, with the Section 3(a)(iii)
Proceeds to be held and disbursed pursuant to Section 5(c) of this Agreement.

(b) Substitute Letters of Credit. If Beneficiary
shall hold Section 3(a)(iii) Proceeds in escrow pursuant to this Agreement,
then at any time while Beneficiary continues to hold any portion of the Section
3(a)(iii) Proceeds, and subject to the further provisions of this Section 3(b),
an Account Party shall be entitled to deliver a Substitute Letter of Credit to
Beneficiary. The right of an Account Party to deliver a Substitute Letter of
Credit to Beneficiary shall be governed by the following provisions:

(i) Harry M. Stevens, Inc. shall have the right
to deposit with Beneficiary a Substitute Letter of Credit the stated amount of
which does not exceed the lesser of (A) the

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amount of Section 3(a)(iii) Proceeds received by Beneficiary from the Draft on
the Letter of Credit presented in response to the Section 3(a)(iii) Notice to
Draft or pursuant to the final grammatical paragraph of Section 3(a), or (B)
$4,000,000; and

(ii) if on any date the amount of the Section
3(a)(iii) Proceeds then held in escrow by Beneficiary is greater than
$4,000,000 (but not otherwise), then each of the Account Parties other than
Harry M. Stevens, Inc. (but without negating or limiting the right of Harry M.
Stevens, Inc. to deposit a Substitute Letter of Credit with Beneficiary as
permitted above) shall have the right to deposit a Substitute Letter of Credit,
the stated amount of which is no greater than such Account Party's Dollar
Share.

Concurrently with the receipt by Beneficiary in accordance with the
terms of this Agreement of a Substitute Letter of Credit for the account of an
Account Party, Beneficiary shall be authorized and directed to deliver to such
Account Party, out of the Section 3(a)(iii) Proceeds then held in escrow by
Beneficiary, a cash sum (but in no Event greater than the amount of Section
3(a)(iii) Proceeds then held in escrow by Beneficiary) equal to the stated
amount of such Substitute Letter of Credit. Following the disbursement of
Section 3(a)(iii) Proceeds to an Account Party in exchange for a Substitute
Letter of Credit for the account of such Account Party, Beneficiary shall hold
the Substitute Letter of Credit in escrow under the same terms as are provided
herein with respect to Section 3(a)(iii) Proceeds held in escrow by Beneficiary
and the term "Section 3(a)(iii) Proceeds" as used in this Agreement shall
include the amount available from time to time to be drawn under the Substitute
Letter(s) of Credit held by Beneficiary and also shall include any proceeds
received by Beneficiary upon drawing on Substitute Letter(s) of Credit in
accordance with the further provisions of this Agreement, until disbursed by
Beneficiary in accordance with the terms of this Agreement.

If by the final two weeks prior to the stated expiration date of any
Substitute Letter of Credit held by Beneficiary, (1) the entire face amount of
such Substitute Letter of Credit has not been drawn, and (2) a replacement or
substitute for such Substitute Letter of Credit has not been delivered to
Beneficiary identical to the Substitute Letter of Credit then held by
Beneficiary except with an expiration date at least six months later than the
expiration date of the Substitute Letter of Credit then held by Beneficiary and
a stated amount equal to the undrawn balance of the Substitute Letter of Credit
then held by Beneficiary, then Beneficiary is authorized and directed, within
such final two week period, to draw on the Substitute Letter Credit then held
by Beneficiary for the entire balance then

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available thereunder, with the proceeds of such drawing to become a part. of the
Section 3(a)(iii) Proceeds to be held and disbursed in accordance with the
terms of this Agreement.

Operator warrants to Contract MSEA and Beneficiary that any
Substitute Letter of Credit delivered to Beneficiary by an Account Party in
accordance with this Agreement will be genuine, will be duly issued by the
Permitted Substitute LOC Issuer issuing same to and for the benefit of
Beneficiary, and will be valid and enforceable in accordance with its terms
(subject to laws of general application relating to or affecting the
enforcement of creditor's rights).

4. Funding of Construction Costs and Contingent Costs. Payments
to be made to Contractor under the Construction Contract and payments of
Contingent Costs shall be documented and funded in accordance with the
following procedures (as applicable).

(a) Procedure for Requests for PayMent.

(i) Contractor shall submit Requests for
Payment to Operator, MSEA's Representative and Architect in accordance with the
terms of the Construction Contract.

(ii) Operator and MSEA's Representative
shall have five (5) working days following receipt of a Request for Payment in
which to expressly approve or disapprove such Request for Payment.

(iii) For the purpose of the Construction
Contract and this Agreement [(but subject to the further provisions of this
Section 4(a)]:

(A) If any portion of a given
Request for Payment is for MSEA's Share of Construction Costs, then such
Request for Payment shall be disapproved if Architect shall not issue a
Certificate for Payment therefor or either Operator's Representative or MSEA's
Representative shall disapprove such Request for Payment, and such Request for
Payment shall be approved if the Architect shall issue a Certificate for
Payment therefor and both Operator's Representative and MSEA's Representative
shall approve such Request for Payment; and

(B) if a given Request for
Payment is entirely for Operator's Share of Construction Costs then such
Request for Payment shall be disapproved if Architect shall not issue a
Certificate for Payment therefor or if MSEA's Representative shall disapprove
such Request for Payment, and shall be approved if Architect issues a
Certificate for Payment therefor and MSEA's Representative approves such
Request for Payment;

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(C) approval by Operator's
Representative of a Request for Payment for Operator's Share of Construction
Costs shall not be required if all Continuing Funding Conditions are satisfied
on the date MSEA's Representative approves such Request for Payment (although
Operator's Representative, if he so elects, may approve such Request for
Payment); however, if any Continuing Funding Condition is not satisfied on the
date MSEA's Representative approves any Request for Payment for Operator's
Share of Construction Costs, then for such Request for Payment to be deemed an
Approved Request for Payment under and for the purposes of this Agreement
(assuming the other requirements for an "Approved Request for Payment" set
forth in this Agreement are satisfied), such Request for Payment also must be
approved in writing by Operator's Representative.

(iv) If a Request for Payment is not
specifically approved or disapproved in accordance with the foregoing procedure
within such five (5) working day period, then for the purposes of the
Construction Contract, such Request for Payment shall be deemed approved by
Operator and MSEA's Representative.

(v) In any instance in which the
Contractor submits a Request for Payment, such Request for Payment under and
subject to certain provisions of the Construction Contract, may be approved in
part (rather than in the entirety) by Architect, Operator and MSEA. Thus, in
this Agreement provision for (or references to) the approval of Requests for
Payment (or the issuance of Certificates for Payment thereof shall not operate
or be construed to negate or limit the right of MSEA, Operator and Architect to
approve and certify, respectively, a portion of a Request for Payment in
accordance with the Construction Contract, and shall mean and refer to Requests
for Payment so approved and certified in whole or in part. Further, it is
acknowledged that approval (express or deemed) of a Request for Payment in
accordance with the Construction Contract and this Section 4(a) does not
satisfy all of the requirements contained in this Agreement for an "Approved
Request for Payment" and a Request for Payment approved under the Construction
Contract and this Section 4(a) shall become an "Approved Request for Payment"
only upon satisfaction of such other requirements set forth in this Agreement.

(b) Procedure for Payment of MSEA's Share of Construction
Costs and MSEA Purchase Costs. MSEA shall pay or cause to be paid 100% of
MSEA's Share of Construction Costs stated in the Approved Request for
Payment for each Payment Period and shall make such payments within ten (10)
business days after delivery to Operator's Representative and MSEA's
Representative of each Request for Payment for MSEA's Share of Construction
Costs.

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MSEA shall pay all Contingent Costs that are not Construction Costs as
Project Costs in accordance with the terms of the Arena Contract.

Payment of MSEA's Purchase Costs shall be made by delivery to
Contractor of checks drawn on the Construction GMAX Account payable to each of
the parties designated in the Approved Request for Payment in the amounts set
forth adjacent to each such party's name. All other amounts stated in an
Approved Request for Payment that are payable by MSEA shall be paid directly to
Contractor.

(c) Procedure for Payment of Operator"s Share of
Construction Costs. Contractor shall be entitled to submit Approved Requests
tor Payment to Beneficiary, to the extent of, and to effect payment of
Operator's Share of Construction Costs established (as to amount, timing and
other conditions) in accordance with this Agreement. Contractor, Operator and
MSEA agree that each Approved Request for Payment submitted to Beneficiary
shall state clearly the respective amounts for the Current Payment Period for
Construction Costs, MSEA's Share of Construction Costs (if under the terms of
this Agreement any Construction Costs for the Current Payment Period are
included in MSEA's Share of Construction Costs), Operator's Share of
Construction Costs (if under the terms of this Agreement any Construction Costs
for the Current Payment Period are included in Operator's Share of Construction
Costs), and MSEA Purchase Costs (in the respective portions thereof which under
the terms of this Agreement Are allocated to MSEA's Share of Construction Costs
for such Payment Period and/or Operator's Share of Construction Costs for such
Payment Period).

Payments of MSEA Purchase Costs which under the terms of this
Agreement are allocated to Operator's Share of Construction Costs shall be paid
in the following manner:

(i) Beneficiary shall transfer from the proceeds
of the related Draft, to the Construction GMAX Account, an amount equal to the
amount of MSEA Purchase Costs stated on the Approved Request for Payment for
such Payment Period (which funds thereupon shall be Allocated Operator Funds);
and

(ii) MSEA shall promptly disburse the Allocated
Operator Funds from the Construction GMAX Account to or at the direction of
Contractor in payment of such MSEA Purchase Costs in accordance with the terms
of this Agreement.

All Allocated Operator Funds disbursed by Beneficiary to MSEA pursuant
to the preceding sentence shall be specifically allocated to and deemed paid by
Operator as a part of Operator's Share of Construction Costs.

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(d) Notice to TCB. Operator (i) commencing with the first
Request for Payment covering a portion of Operator's Share of Construction
Costs, shall send TCB and each Account Party other than Operator, promptly
after the same is delivered to Operator, a true copy of each Contractor's
Request for Payment, and (ii) shall send to TCB and each Account Party other
than Operator, on the same day as the same is delivered to Beneficiary, a true
copy of the Section 3(a)(ii) Notice to Draft (if such Notice to Draft is ever
delivered to Beneficiary), in each such case by overnight delivery service for
delivery on the next business day, at the following address:

As to TCB: Texas Commerce Bank National Association
712 Main Street
Houston, Texas 77002
Attention: Manager Real Estate

As to such Account
Parties: At the respective addresses for the
Account Parties shown in the Reim-
bursement Agreement

Operator shall accompany such copy of the Contractor's Request for Payment or
the Section 3(a)(ii) Notice to Draft (as applicable) with a letter advising TCB
and such Account Parties that such Contractor's Request for Payment or the
Section 3(a)(ii) Notice to Draft (as applicable) constitutes the "Application"
contemplated by the Reimbursement Agreement. Transmittal by Operator to TCB or
the Account Parties of a copy of a Request for Payment and such letter shall
not establish Operator's Share of Construction Costs covered by such Request
for Payment (which shall be established only by an Approved Request for
Payment), but instead shall only be for the purpose of permitting Operator to
advise TCB and such Account Parties of the contents of such Request for
payment.

The provisions of this Section 4(d) shall have no effect whatsoever on
the rights or obligations of any of MSEA, Operator, Contractor or Beneficiary
under the terms of this Agreement, and no failure by Operator to comply with
the provisions of this Section 4(d) shall give MSEA, Contractor or Beneficiary
any rights of enforcement or relief or excuse any of them from performance of
their respective obligations hereunder.

5. Agreements Concerning Beneficiary, Drafts and Disbursement of
Proceeds or Drafts.

(a) Capacity and Authority of Beneficiary. Beneficiary
agrees to act in the capacity set forth in this Agreement, and to perform the
functions and take the actions set forth

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EX-10.7 180th Page of 203 TOC 1st Previous Next ↓Bottom Just 180th

in this Agreement, all on and in accordance with the terms of this Agreement.
Operator, MSEA and Contractor each authorize and direct Beneficiary to act in
the capacity set forth in this Agreement and to perform and take each and every
of the functions and actions required of Beneficiary under the terms of this
Agreement.

(b) Presentation of Drafts to TCB. Each time Beneficiary
receives a Notice to Draft, and only at such times, Beneficiary is authorized
and directed to present a Draft to TCB, not later than the next business day
after receiving such Notice to Draft, in an amount equal to (as applicable) (i)
Operator's Share of Construction Costs stated in the Approved Request for
Payment for such Payment Period, in the case of a Section 3(a)(i) Notice to
Draft, or (ii) the entire undrawn portion of the Letter of Credit, if such
Notice to Draft is either the Section 3(a)ii) Notice to Draft or the Section
3(a)(iii) Notice to Draft.

(c) Disposition of Proceeds of Drafts. The funds
obtained by Beneficiary from TCB in payment of Drafts shall be held and
disbursed by Beneficiary as follows:

(i) in the case of a Section 3(a)(i) Notice to
Draft, the Section 3(a)(i) Proceeds shall be disbursed by Beneficiary as
contemplated in Section 4(c) hereof, to MSEA in the amount (if any) of MSEA
Purchase Costs stated in the Approved Request for Payment for such Payment
Period to be included within Operator's Share of Construction Costs and to
Contractor in the amount of Operator's Share of Construction Costs (other than
MSEA Purchase Costs) stated in the Approved Request for Payment for such
Payment Period, in each case not later than the next business day after receipt
of Section 3(a)(i) Proceeds by Beneficiary, or on such later date as Contractor
may designate by written notice to Beneficiary;

(ii) in the case of the Section 3(a)(ii) Notice to
Draft, the Section 3(a)(ii) Proceeds shall be held by Beneficiary, as escrow
agent for Operator and MSEA, and portions thereof disbursed by Beneficiary from
time to time only pursuant to the joint written direction of both Operator's
Representative and MSEA's Representative (or at the joint written direction of
both Operator's Representative and MSEA's Representative, Beneficiary shall
disburse such funds to another escrow agent designated by Operator and MSEA);
and

(iii) in the case of the Section 3(a)(iii) Notice
to Draft, the Section 3(a)(iii) Proceeds shall be held by Beneficiary, as
escrow agent for Operator and MSEA (or at the joint written direction of both
Operator's Representative and MSEA's Representative, Beneficiary shall disburse
such funds to another escrow agent designated by Operator and MSEA) and

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(A) portions thereof disbursed from time to time
as contemplated by Section 4(c) hereof, to MSEA to be utilized to pay MSEA
Purchase Costs included in Operator's Share of Construction Costs (if any) and
to Contractor for payment of Operator's Share of Construction Costs (other than
MSEA Purchase Costs), in each case in the respective amounts thereof stated in
the Approved Request for Payment for a Payment Period received by Beneficiary
subsequent to the Section 3(a)(iii) Notice to Draft, not later than the fifth
day after receipt of such Approved Request for Payment, or on such later date
as Contractor may designate by written notice to Beneficiary, and

(B) upon completion of all work under the
Construction Contract and payment (without duplication) (1) to MSEA of all
amounts (if any) to be utilized by MSEA to pay MSEA Purchase Costs which are
included in Operator's Share of Construction Costs, and (2) to Contractor of the
amounts to be paid to Contractor pursuant to Article IX of the Construction
Contract, the balance of such funds then on deposit with Beneficiary shall be
held by Beneficiary, as escrow agent for Operator and MSEA, and portions
thereof disbursed by Beneficiary from time to time only pursuant to the written
direction of both Operator's Representative and MSEA's Representative.

As Beneficiary receives Approved Requests for Payment to be paid from
Section 3(a)(iii) Proceeds in accordance with this Agreement, then Beneficiary
shall disburse Section 3(a)(iii) Proceeds in payment thereof as provided in
this Agreement; provided, however, that:

(i) if an Account Party other than Harry M. Stevens, Inc.
previously has delivered a Substitute Letter of Credit to Beneficiary (and has
received in exchange therefor a disbursement of Section 3(a)(iii) Proceeds
equal to the stated amount of such Substitute Letter of Credit), then until
such substitute Letter of Credit has been exhausted, Beneficiary shall draw
only upon each Substitute Letter of Credit deposited with Beneficiary for the
account of an Account Party other than Harry M. Stevens, Inc., in an amount
equal to the lesser of the balance of such Substitute Letter of Credit or the
product of the Operator's Share of Construction Costs stated in such current
Approved Request for Payment multiplied by the Stipulated Percentage for such
Account Party (and the proceeds of the drawing on such Substitute Letter(s) of
Credit shall become a part of the Section 3(a)(iii) Proceeds); and

(ii) if Harry M. Stevens, Inc. shall have deposited a
Substitute Letter of Credit with Beneficiary (and has received in exchange
therefor a disbursement of Section 3(a)(iii)

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Proceeds equal to the stated amount of such Substitute Letter of Credit), then
after all other Substitute Letter(s) of Credit have been drawn in full and all
Section 3(a)(iii) Proceeds have been disbursed from escrow in accordance with
the terms of this Agreement, Beneficiary shall draw on the Substitute Letter of
Credit deposited with Beneficiary for the account of Harry M. Stevens, Inc., in
an amount which is equal to that portion (which may be the entirety) of
Operator's Share of Construction Costs stated in the Approved Request for
Payment for the Current Payment Period which remains unpaid and which, when
added to the aggregate of Operator's Share of Construction Costs paid pursuant
to all prior Approved Requests for Payments, does not exceed Operator's Maximum
Share of Construction Costs (and the proceeds of such drawing on such
Substitute Letter of Credit shall constitute Section 3(a)(iii) Proceeds).

Beneficiary shall not obtain or seek to obtain payment of Operator's
Share of Construction Costs from Operator or any other Person and (provided
that Beneficiary is acting in accordance with this Agreement) shall not be
obligated to seek or receive any consent or approval from any Person as a
condition to its presentation of a Draft under the Letter of Credit or
disbursement of the proceeds thereof.

(d) Fees and Reimbursements to Beneficiary. For the
services to be performed by the Beneficiary under this Agreement, Beneficiary
shall be paid the following amounts by Operator as Project Costs:

(i) An annual fee in the amount of $1,200 per
annum, payable annually in advance, with the first such payment being due
concurrently with the execution of this Agreement by Beneficiary, and with a
like payment to be due on each anniversary date of this Agreement for so long
as this Agreement shall remain in effect;

(ii) A $50 fee each time Beneficiary presents a
Draft to TCB under the Letter of Credit; and

(iii) If Beneficiary is requested by Operator, in
connection with disbursements to be made by Beneficiary under the terms of this
Agreement, to prepare and issue checks drawn on the Project Capital Account or
in disbursement of Section 3(a)(i) Proceeds, Section 3(a)(ii) Proceeds or
Section 3(a)(iii) Proceeds, a charge of $15 for each check so prepared and
issued by Beneficiary (but not for checks drawn on an account maintained with
Beneficiary but prepared and issued by Persons other than Beneficiary, and
Operator and MSEA reserve the right to prepare such checks rather than to
request Beneficiary to do so).

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EX-10.7 183rd Page of 203 TOC 1st Previous Next ↓Bottom Just 183rd

Further, concurrently with the execution of this Agreement, Operator agrees to
reimburse Beneficiary as a Project Cost, for any out-of-pocket Costs incurred
by officers of Beneficiary, and for the reasonable fees and disbursements of
Beneficiary's attorneys, in both cases incurred in connection with the
examination and participation in the finalization of this Agreement and any
related documents, provided that such amount to be reimbursed shall not exceed
an aggregate of $7,000.

(e) Limitation on Beneficiary's Obligations; Indemnity.
Each Principal agrees that Beneficiary's only obligations under this Agreement
are to:

(i) Draft on the Letter of Credit and draw on any
Substitute Letter of Credit, in accordance with the terms thereof and the terms
of this Agreement, in the amounts and at the times provided for in this
Agreement;

(ii) Upon receipt thereof to hold and disburse the
proceeds of each Draft under the Letter of Credit and each drawing under a
Substitute Letter of Credit as provided in this Agreement; and

(iii) If applicable, take the actions described in
Sections 5(g) and (h) below.

Each Principal agrees that except for the above obligations
Beneficiary shall have no obligation of any kind or character to Principals,
arising out of the provisions of this Agreement, other than to act in good
faith and to exercise ordinary care. MSEA and Operator, jointly and severally,
agree to indemnify Beneficiary upon demand for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, Costs,
expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against Beneficiary, in the capacity
provided for herein, to the extent relating to or arising out of this Agreement
or the transactions contemplated hereby or the enforcement of any of the terms
hereof, provided that Principals shall not be liable for any of the foregoing
to the extent they arise from the negligence or willful misconduct of
Beneficiary.

If the amount of Operator's Share of Construction Costs specified by
Contractor in any Approved Request for Payment for any one or more Payment
Period(s) exceeds the amount of the actual Operator's Share of Construction
Costs for that Payment Period, then Operator agrees to look solely to
Contractor or Persons other than Beneficiary for any refund to which it may be
entitled.

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EX-10.7 184th Page of 203 TOC 1st Previous Next ↓Bottom Just 184th

In no Event shall Beneficiary ever have any obligation either to see
to the application of disbursements made by Beneficiary of either MSEA Funds or
Operator Funds in accordance with the terms of this Agreement, or to have any
responsibility to provide or arrange for the providing of any funds which may
be necessary to complete the construction of the Arena if the sum of MSEA's
Share of Construction Costs plus Operator's Share of Construction Costs exceeds
the sum of MSEA Funds and Operator Funds.

(f) Beneficiary's Right to Rely. Beneficiary shall have the
absolute right:

(i) to rely upon the purported signatures of the
individuals purporting to be Operator's Representative, Contractor's
Representative, and MSEA's Representative as being true and genuine, and to
rely upon the individuals purporting to be Operator's Representative,
Contractor's Representative, and MSEA's Representative being the respective
individuals they purport to be and being authorized to act in the respective
capacities they purport to act in; and

(ii) to rely upon, and take as true and correct,
the representations of Operator, Contractor and MSEA (acting through the
individuals purporting to be their respective Representatives) that the amount
stated in each Notice to Draft is permitted to be Drafted under the terms of
this Agreement, that the amount stated in each Approved Request for Payment
requested to be disbursed from Section 3(a)(iii) Proceeds is permitted to be so
disbursed under the terms of this Agreement, and that the respective amounts of
Construction Costs, MSEA's Share of Construction Costs, Operator's Share of
Construction Costs, and MSEA Purchase Costs (and the respective portions
thereof included in MSEA's Share of Construction Costs and Operator's Share of
Construction Costs) are calculated in accordance with this Agreement and stated
correctly in such Approved Request for Payment.

Each of MSEA, Operator and Contractor agree that, as to Beneficiary
only, each Notice to Draft, when signed by those signatories indicated in the
definition of "Notice to Draft" set forth in Exhibit "G" attached hereto, and
including the Certificate(s) provided for in the definitions of "Notice to
Draft" and "Approved Request for Payment" signed by the respective signatories
indicated in the definitions for such terms set forth in Exhibit "G" attached
hereto, shall be deemed to be in accordance with the terms of this Agreement,
and Beneficiary, in good faith and exercising ordinary care, may assume that
such Notices to Draft and Certificate(s), when regular on their face, are what
they purport to be and shall have no duty to investigate whether such Notice(s)
to Draft in fact have been

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EX-10.7 185th Page of 203 TOC 1st Previous Next ↓Bottom Just 185th

submitted to Beneficiary in strict accordance with this Agreement.

(g) Investment of Undisbursed Funds. Beneficiary agrees that any
funds received by the Beneficiary in payment of a Draft on the Letter of Credit
or a drawing on a Substitute Letter of Credit, which are not disbursed in
accordance with this Agreement on the same business day as received by
Beneficiary, shall be invested in one or more money market accounts with the
Beneficiary (and Operator reserves the right to limit the balance in any such
account to a maximum amount designated by Operator), for the account of
Operator, for each day that such funds are held by Beneficiary prior to the
date on which Beneficiary disburses such funds in accordance with this
Agreement, and Operator shall be entitled to withdraw from time to time the
amounts earned on such funds in such money market account. The preceding
sentence shall not be construed to authorize Beneficiary to withhold
disbursement of the proceeds of a Draft or a drawing on a Substitute Letter of
Credit disbursable in accordance with this Agreement, but is included only in
recognition of the fact that from time to time such funds will not be disbursed
on the same business day such funds are received by Beneficiary, and to ensure
that in any such eventuality the funds do not remain uninvested prior to
disbursement in accordance with this Agreement.

(h) Actions Upon Notice of a Terminating Event or Special
Terminating Event. If at any time while Beneficiary still holds the Letter of
Credit or a Substitute Letter of Credit and not all amounts have been drawn
thereunder, or if the full amount thereof has been drawn under either Section
3(a)(ii) or Section 3(a)(iii), and at any time while portions of the proceeds
of such Draft or Substitute Letters of Credit are still being held by
Beneficiary pursuant to this Agreement, Beneficiary shall receive a written
notice signed by an individual purporting to be either Operator's
Representative or MSEA's Representative stating that a Terminating Event or a
Special Terminating Event has occurred and that Contractor has been paid or has
received assurance of the payment of all funds (if any) then due and owing to
Contractor pursuant to the Construction Contract as a part of Operator's Share
of Construction Costs to which Contractor is entitled to be paid for work
performed to such date and as a result of a suspension of the work under or the
termination of the Construction Contract, then (and only in such Event) the
following provisions shall apply:

(i) Beneficiary shall not present any further Drafts
against the Letter of Credit or make any further drawings on any Substitute
Letter of Credit (even if a Notice to Draft previously has been delivered to
Beneficiary or a Notice of Draft is thereafter delivered to Beneficiary);

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EX-10.7 186th Page of 203 TOC 1st Previous Next ↓Bottom Just 186th

(ii) if Beneficiary previously has presented a Draft
against the Letter of Credit, and such Draft has been funded by TCB, and
Beneficiary then is or thereafter becomes in possession of all or a portion of
the proceeds of such Draft (including, without limitation, amounts being held
pursuant to Section 5(c) hereof and whether or not being held in escrow),
Beneficiary immediately shall return the proceeds of such Draft to TCB, with
the notation that such funds are for credit to the Account Parties;

(iii) if Beneficiary previously has initiated a drawing
under a Substitute Letter of Credit, and the issuer of such Substitute Letter
of Credit has funded such drawing, and Beneficiary then is or thereafter
becomes in possession of all or a portion of the proceeds of such drawing under
such Substitute Letter of Credit (including, without limitation, amounts being
held pursuant to Section 5(c) hereof and whether or not being held in escrow),
Beneficiary immediately shall return such proceeds to the issuer of such
Substitute Letter of Credit, with the notation that such funds are for credit
to the Account Party with respect to such Substitute Letter of Credit; and

(iv) Beneficiary immediately shall forward to TCB the
original Letter of Credit (if not previously returned to TCB), with
instructions that it be cancelled, and immediately shall forward to the issuer
thereof the original of any Substitute Letter of Credit (if not previously
returned to such issuer) with instructions that it be cancelled.

Each of the Principals irrevocably agrees that in taking the preceding actions,
in the circumstances described in this subparagraph, Beneficiary shall be
absolutely protected from any loss or liability which may be suffered by any of
the Principals as a result of the actions of any of Operator, MSEA or
Beneficiary under the terms of this subparagraph, and Contractor acknowledges
and agrees that if it incurs or suffers any liability or loss as a result of
the actions of the Beneficiary under the terms of this subparagraph, that it
shall look solely to Persons other than Beneficiary for recovery of any such
loss or indemnity against any such liability.

Operator agrees that when the actions described in Subsections (ii)
through (iv) above have been completed, there shall be allowed as a credit
against the Termination Fee that then is or thereafter may become payable by
MSEA to Operator under the Arena Contract that amount by which Operator's
Maximum Share of Construction Costs exceeds the aggregate of all of Operator's
Share of Construction Costs paid by or for the account of Operator under the
terms of this Agreement, the Construction Contract or the Arena Contract.

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6. General Provisions.

(a) Notice. Any notice, statement, communication, request reply
or advice (herein severally and collectively, for convenience, called "notice"),
in this Agreement provided or permitted to be given, made or accepted must be
in writing and may, unless otherwise in this Agreement expressly provided, be
given or be served by depositing the same in the United States Mail, post paid
and registered or certified and addressed to the party to be notified, with
return receipt requested, or by delivering the same to such party or to an
officer or agent of such party, or by post paid telegram, when appropriate,
addressed to the party to be notified. Notice deposited in the mail in the
manner hereinabove described shall be deemed to have been delivered and shall
be effective from and after the expiration of five (5) business days after it
is so deposited. Notice given in any other manner shall be deemed to have been
delivered and be effective only if and when received by the party to be
notified. For purposes of notice, the addresses of the parties, until changed
as hereinafter provided, shall be as follows:

Operator: Decoma Miami Associates, Ltd.
c/o BIL Development, Inc.
Ste. 1400, Sage Plaza
5151 San Felipe
Houston, Texas 77056
Attn: Mr. C. Dean Patrinely

With Copies to: James B. Rylander, Esq.
Vinson & Elkins
3300 First City Tower
1001 Fannin
Houston, Texas 77002-6760

Denis Clive Braham, Esq.
Dow, Cogburn & Friedman
2300 Nine Greenway Plaza
Houston, Texas 77046

HAS Management, Inc.
8700 Kirby
Houston, Texas 77054
Attn: Mr. Neal Gunn

Linbeck Miami Corporation
3810 West Alabama
Houston, Texas 77027
Attn: Mr. Leo Linbeck, Jr.

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MSEA: Miami Sports and Exhibition Authority
300 Biscayne Boulevard Way
1120 DuPont Plaza Center
Miami, Florida 33131
Attention: Executive Director

With copy to: Robert N. Sechen
Blackwell, Walker, Fascell & Hoehl
2400 AmeriFirst Building
One S.E. Third Avenue
Miami, Florida 33131

City Attorney
City of Miami
169 East Flagler Street #1101
Miami, Florida 33131
Attention: Christopher G. Korge

Sun Bank: Sun Bank, N.A.
255 South Orange Avenue # 601
Orlando, Florida 32801
Attention: Trust Department

With copies to: Kenneth Myers
Meyers, Kenin, Levinson & Richards
Brickell Executive Tower
1428 Brickell Avenue
Miami, Florida 33131

Contractor: Linbeck Construction Corporation
3810 West Alabama
Houston, Texas 77054
Attention: Leo Linbeck, Jr.

With copies to: James B. Rylander, Esq.
Vinson & Elkins
3300 First City Tower
1001 Fannin
Houston, Texas 77002-6760

However, each of the parties named herein as being entitled to receive notices
shall have the right from time to time to change its address, and each shall
have the right to specify as its address any other address within the
continental United States of America by at least five (5) business days written
notice to the other party.

(b) Valid Agreement. Each of Operator, Contractor, MSEA and
Beneficiary represents and warrants for itself that this Agreement has been
duly and validly executed, issued and

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EX-10.7 189th Page of 203 TOC 1st Previous Next ↓Bottom Just 189th

delivered by such party and constitutes the valid and binding obligation(s) of
such party, enforceable in accordance with its terms.

(c) Severability. The provisions of this Agreement are severable,
and if any provision or part of this Agreement or the application thereof to
any person or circumstance shall ever be held by any court of competent
jurisdiction to be invalid or unconstitutional for any reason, the remainder of
this Agreement and the application of such provision or part of this Agreement
to other persons or circumstances shall not be affected thereby.

(d) Incorporation of Other Agreements. References in this
Agreement to the Reimbursement Agreement, the Arena Management Agreement, the
Development Management Services Agreement and the Food Beverage and Merchandise
Services Agreement are solely for the limited purposes expressly set forth in
the applicable provisions of this Agreement, and such references herein shall
not operate or be construed to incorporate the terms and provisions of any of
such agreements into this Agreement for any purpose. The Construction
Contract, the Arena Contract and the Land Lease Agreement are incorporated
herein only for the limited purposes expressly set forth in the applicable
provisions of this Agreement, and references herein to the Arena Contract, the
Construction Contract and the Land Lease Agreement shall not operate or be
construed to incorporate the terms and provisions of such agreements into this
Agreement for any purpose other than such limited purposes.

(e) Attorneys' Fees. In the event any party defaults in the
performance of any of the terms, conditions or agreements contained in this
Agreement and the other party places the enforcement of this Agreement, or any
part thereof, or the collection of any sums due, or to become due, hereunder, in
the hands of an attorney who files suit upon the same (either by direct action
or counterclaim) and should such non-defaulting party prevail in such other
suit, the defaulting party shall pay the other party's attorney's fee, however,
such attorney's fee shall not exceed a reasonable amount based on the results
achieved by such prevailing party. Any such attorney's fees shall not be
considered Project Costs or Operating Expenses (as defined in the Arena
Contract.

(f) Miscellaneous. This Agreement (i) shall be binding upon and
inure to the benefit of each party hereto (and, for the purposes expressly set
forth in the applicable provisions of this Agreement, the Account Parties) and
their respective successors and assigns (provided, however, that Contractor
shall not assign its rights hereunder without (A) the prior written consent of
MSEA and Operator and (B) prior written notice thereof to Beneficiary signed by
all of the Principals); (ii) may be modified or amended only by a writing
signed by each party

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EX-10.7 190th Page of 203 TOC 1st Previous Next ↓Bottom Just 190th

hereto; (iii) shall be governed by and construed in accordance with the laws of
the State of Florida; (iv) may be executed in several counterparts by the
parties hereto on separate counterparts, and each counterpart, when so
executed and delivered, shall constitute an original agreement, and all such
separate counterparts shall constitute but one and the same agreement; and (v)
embodies the entire agreement and understanding between Principals and
Beneficiary with respect to the subject matter hereof. The headings herein
shall be accorded no significance in interpreting this Agreement. Exhibits A,
B, C, D, E and F attached hereto are hereby incorporated herein by this
reference and made a part hereof for all purposes. Exhibit "G" attached
hereto is hereby incorporated into Section 6(f) for the purposes of such
Section 6(f) and as a convenience to Beneficiary. The defined terms, the
definitions therefor and the other provisions set forth in the Section of this
Agreement entitled "Definitions" shall be a part of this Agreement and the
agreement of the parties hereto for all purposes.

IN WITNESS WHEREOF, MSEA, Operator, Contractor and Beneficiary have
executed this Agreement, effective as of the date first set forth hereinabove.

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EX-10.7 191st Page of 203 TOC 1st Previous Next ↓Bottom Just 191st

MIAMI SPORTS AND EXHIBITION
AUTHORITY

By:
-----------------------------------
Lawrence O. Turner, Jr.
Chairman

"MSEA"

APPROVED AS TO FORM AND
CORRECTNESS:

By:
------------------------------------
Robert N. Sechen
Blackwell, Walker, Fascell &
Hoehl
Counsel to the Miami Sports
and Exhibition Authority

DECOMA MIAMI ASSOCIATES, LTD.

By: Decoma, Ltd., sole general
partner of Decoma Miami
Associates, Ltd.

By: Decoma Venture, sole
general partner of Decoma,
Ltd.

By: BIL Development, Inc.,
Managing Venturer

By:
------------------------------------
C. Dean Patrinely
President

"OPERATOR"

LINBECK CONSTRUCTION
CORPORATION

By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------

"CONTRACTOR"

SUN BANK, N.A.

By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------

"BENEFICIARY"

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EXHIBIT "A"

LETTER OF CREDIT

[To Be Added)

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EX-10.7 193rd Page of 203 TOC 1st Previous Next ↓Bottom Just 193rd

EXHIBIT "B"
TO
CONSTRUCTION FUNDING AGREEMENT

CONTRACTOR'S CERTIFICATE

The undersigned hereby certifies to Sun Bank, N.A. ("Beneficiary") as
follows:

1. The name of the undersigned is_________________________________
______________________________; the undersigned is either the President or Vice
President of Linbeck Construction Corporation ("Contractor") and is duly
authorized to execute this certificate on behalf of Contractor.

2. As of the date hereof, the aggregate amount of the "First
Conversion Amount" (as defined in that certain Construction Funding Agreement
["Funding Agreement"] dated as of ________________________, 1986, by and among
Miami Sports and Exhibition Authority ["MSEA"], Decoma Miami Associates, Ltd.
["Operator"], Contractor and Beneficiary) has been paid in full by or for the
account of MSEA in accordance with the terms of the Funding Agreement and all
such funds have been applied by or at the direction of Contractor in payment
of Contractor's Requests for Payment (as defined in the Funding Agreement)
approved by Operator and MSEA's Representative (as defined in the Funding
Agreement).

3. The Contractor has at all times complied in all material
respects with the terms of the Funding Agreement and is not in default under
the Construction Contract (as defined in the Funding Agreement); under the
provisions of the Funding Agreement the Contractor is entitled to receive
payment in the amount stated as "Operator's Share of Construction Costs" in the
copy of the Contractor's Request for Payment to which this Certificate is
attached; and such Contractor's Request for Payment has been approved by MSEA's
Representative and as otherwise required

LINBECK CONSTRUCTION
CORPORATION

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

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SWORN TO AND SUBSCRIBED BEFORE ME, by ______________________________
_______________________, personally known to me, this ______ day of
____________, 198_.

-------------------------------
Notary Public in and for the
State of
--------------

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EXHIBIT "C"
TO
CONSTRUCTION FUNDING AGREEMENT

FORM OF SUBSTITUTE LETTER OF CREDIT

IRREVOCABLE, NON-TRANSFERABLE, STAND-BY
LETTER OF CREDIT

--------------------------------------------

Number: _________ Date: _________________, 198_

Sun Bank, N.A.

-------------------------
-------------------------

Gentlemen:

We hereby establish, at the request and for the account of:

-------------------------
-------------------------
-------------------------

(collectively the "Account Party"), in your favor, our Irrevocable,
Non-transferable, Stand-By Letter of Credit whereby we, subject to the terms
and conditions contained herein, irrevocably authorize you to draw on us at
anytime or times before the Expiration Date (as defined below), by your draft
(the "Draft") at sight or by tested telex, in the form of Annex I hereto,
aggregate amounts not exceeding _____________________ Dollars ($________) in
U.S. currency. This Letter of Credit expires at 2:00 P.M. Central Standard
Time at the counters of _______________, on ____________ 1988 (such date and
time being the "Expiration Date").

Funds under this Letter of Credit are available to you against your
Draft(s) referring to the number of this Letter of Credit. Partial draws
against this Letter of Credit are permitted.

If we receive the Draft(s) in conformity with the terms and conditions
of this Letter of Credit on or prior to the Expiration Date, we will honor the
same.

Upon the earlier of (a) your surrendering this Letter of Credit to us
for cancellation; or (b) the Expiration Date (except

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that if a Draft is received by us on or before the Expiration Date, this Letter
of Credit shall remain in effect until payment is made in accordance with the
terms of this Letter of Credit), this Letter of Credit shall automatically
terminate and you shall deliver this Letter of Credit to us for cancellation.

Presentation of such Draft(s) shall be made at our office located at
___________________________________. Draft(s) will be considered to have been
presented if we receive such Draft(s) via inter-bank tested telex bearing the
appropriate security clearance codes.

This Letter of Credit sets forth in full or undertaking, and such
undertaking shall not in anyway be modified, amended, amplified or limited by
reference to any document, instrument or agreement referred to herein except
only the Draft(s) referred to herein; and any such reference shall not be
deemed to incorporate herein by reference any document, instrument or agreement
except for the Draft(s).

This Letter of Credit is issued pursuant to and shall be supplemented
by the provisions (to the extent that such provisions are consistent with this
Letter of Credit) of the Uniform Customs and Practices for Documentary Credits
(1983 Revision), International Chamber of Commerce, Publication No. 400 (the
"UCP"), and by applicable provisions of the laws of the United States of
America and the State of __________, including the Uniform Commercial Code as
in effect in the State of ____________. To the extent applicable provisions of
the UCP are in conflict with applicable provisions of _________ law, applicable
provisions of the UCP shall prevail. Notwithstanding anything to the contrary
contained herein, the original of this Letter of Credit shall accompany any
Draft which exhausts it.

Very truly yours,

---------------------------------

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

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ANNEX I
TO
SUBSTITUTE LETTER OF CREDIT

DRAFT

$_______________________ _______________ __________________, 198_

Pay to the order of ______________________________, __________________
________________________________________ ($______________). Drawn under
________________________________ Irrevocable, Non-Transferrable, Stand-By
Letter of Credit No. _________________________ dated _____________________,
198_.

SUN BANK, N.A.

By:
---------------------------------
Name:
--------------------------------
Title:
-------------------------------

Annex II Deleted

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EXHIBIT "D"

CONSTRUCTION FUNDING AGREEMENT

MSEA's CERTIFICATE

The undersigned hereby certifies to Sunbank, N.A. ("Beneficiary"), and
Decoma Miami Associates, Ltd. ("Operator") as follows:

1. The name of the undersigned is ________________________. The
undersigned is MSEA's Representative (as defined in that certain Construction
Funding Agreement ["Funding Agreement"] dated as of ______________________,
1986, by and among the Miami Sports and Exhibition Authority ["MSEA"],
Operator, Linbeck Construction Corporation ["Contractor"] and Beneficiary) and
is duly authorized to execute this Certificate on behalf of MSEA.

2. As of the date of this Certificate, to the best of the
knowledge of the undersigned, each of the Continuing Funding Conditions (as
that term is defined in the Funding Agreement) is satisfied, and the
Contractor's Request for Payment (as such term is defined in the Funding
Agreement) to which this Certificate is attached has been approved by MSEA's
Representative and is entitled to be considered an Approval Request for Payment
(as that term is defined in the Funding Agreement).

MIAMI SPORTS AND EXHIBITION
AUTHORITY

By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------

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SWORN TO AND SUBSCRIBED BEFORE ME on this __________ day of
____________, 198_.

-------------------------------
Notary Public in and for
County,
---------- ----------

My Commission Expires:

----------------------------- -----------------------------
(Name Printed)

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EXHIBIT "E"
TO
CONSTRUCTION FUNDING AGREEMENT

CONTINGENT ITEMS

--------------------------

The estimates included in the Initial Guaranteed Maximum Sum Price
provided in the Construction Contract include an aggregate budget provision of
One Million Six Hundred Thousand Dollars ($1,600,000.00) for the below
Contingent Items.

Contingent items

1. Imposition of sales taxes on materials for project construction.

2. Chilled water equipment and related costs.

3. Stairway pressurization.

4. Fully sprinklered building.

5. Sidewalks, curb and gutter.

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EXHIBIT "F"

CONSTRUCTION FUNDING AGREEMENT

MSEA PURCHASE COSTS PROCEDURES

A. To process a purchase order, Contractor or respective
subcontractor shall generate a detailed itemization for materials to be
purchased, including delivery instructions as to times and quantities,
warranties, payment terms and other conditions which may apply. On behalf of
MSEA, the Contractor will generate cover purchase orders in the name of MSEA
specifying MSEA's sale tax exemption number, which purchase order shall include
the Contractor's or respective subcontractor's delivery instructions. All such
cover purchase orders shall contain a provision stating that MSEA bears all
risk of loss or damage following delivery and acceptance.

B. Vendor shall generate invoices for material received in the
name of MSEA, in care of the Contractor or respective subcontractor.
Contractor or subcontractor shall be copied on any such invoice at the time it
is sent to MSEA.

C. All payments to vendors for such materials shall be made by
MSEA by checks drawn on a MSEA bank account. Title shall vest in MSEA
immediately upon delivery of the materials to the job site or bonded warehouse
pursuant to the purchase orders.

D. Each subcontract entered into by Contractor that provides for
both labor and materials will, to the extent reasonably practical, contain
separate provisions stating what percentage quantity is for materials. With
respect to the materials portion of any such subcontract, the subcontractor
will, to the extent reasonably practical, purchase materials in accordance with
the above-outlined procedure, which procedure will be expressly incorporated
into the subcontract.

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EXHIBIT "G"

CONSTRUCTION FUNDING AGREEMENT

CERTAIN DEFINITIONS FOR CONVENIENCE OF BENEFICIARY

"Notice(s) to Draft" - the written document delivered to Beneficiary
in the following instances, as applicable:

(b) in the instance (if applicable) in which a Draft is to be made
against and exhausting the Letter of Credit under the terms of Section 3(a)(ii)
hereof, a written notice (herein sometimes called the "Section 3(a)(ii) Notice
to Draft") to Beneficiary, certifying to Beneficiary and Operator that such
Notice to Draft is authorized under Section 3(a)(ii) of this Agreement and
authorizing and directing Beneficiary to Draft on the Letter of Credit for the
entire amount then available to be Drafted thereunder, and signed by both of
(i) an individual purporting to be Contractor's Representative, and (ii) an
individual purporting to be MSEA's Representative;

(c) in an instance (if applicable) in which a Draft is to be made
against and exhausting the Letter of Credit under the terms of Section
3(a)(iii) hereof, a written notice (herein sometimes called the "Section
3(a)(iii) Notice to Draft") to Beneficiary, delivered only within the two-week
period (the "Final Two Weeks") prior to the stated expiration date of the
Letter of Credit then held by Beneficiary, certifying that such Notice to Draft
is authorized under Section 3(a)(iii) of this Agreement and authorizing and
directing Beneficiary to Draft on the Letter of Credit for the entire amount
then available to be

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Drafted thereunder, and signed by an individual purporting to be either (i)
Operator's Representative, (ii) Contractor's Representative, or (iii) MSEA's
Representative.

"Approved Request for Payment" - a Request for Payment from Contractor
for Construction Costs (combined with or accompanied by a Certificate for
Payment therefor) which (a) if any portion of such Request for Payment is for
MSEA's Share of Construction Costs, shall be signed by Operator's
Representative, MSEA's Representative and Contractor's Representative, and (b)
if such Request for Payment is entirely for Operator's Share of Construction
Costs (i) shall be signed by Contractor's Representative and by MSEA's
Representative (and which may, but need not, be signed by Operator's
Representative) and (ii) shall be accompanied by a Contractor's Certificate,
signed by Contractor's Representative, and (iii) if not signed by Operator's
Representative, shall be accompanied by a MSEA's Certificate, signed by MSEA's
Representative. References in this Agreement to the amount(s) of Construction
Costs, MSEA's Share of Construction Costs, MSEA Purchase Costs and Operator's
Share of Construction Costs "as stated in an Approved Request for Payment" (or
words of similar import) shall refer to such amounts as stated, set forth or
otherwise identified in the Contractor's Request for Payment included in such
Approved Request for Payment.

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Filing Submission 0000950144-96-006413 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Boca Resorts Inc – IPO: ‘S-1’ on 9/18/96 – EX-10.7

As of: Wednesday, 9/18/96 · Accession #: 950144-96-6413 · File #: 333-12191

Previous ‘S-1’: None · Next: ‘S-1/A’ on 10/24/96 · Latest: ‘S-1’ on 10/14/97

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-10.7 — Miami Arena ContractExhibit Table of Contents

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents

EX-10.7 — Miami Arena Contract
Exhibit Table of Contents