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Boca Resorts Inc – IPO: ‘S-1’ on 9/18/96 – EX-10.1

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-10.1 — Broward Co. Civic Arena License Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Advertising Article Iv Team Revenues, Team Expenses and Revenue Sharing Arrangement Article Ix Parking Assignment Concessions County Covenants Damage or Destructioncondemnation Default and Remedies Definitions Dispute Resolution Grant of License, Term, Use of Licensed Premises Indemnification Insurance License Agreement Management and Control, Maintenance and Event Staffing Miscellaneous Operator Radio and Television Broadcastsand Other Distributions Recitals Records, Audits Rent, Team Loan and Team Guarantee Representations, Warranties and Covenants Team Team Equipment; Additions and Alterations Tickets, Premium Seating 10.1 Hockey Tickets 10.2 Premium Seating 10.3 Tourism Promotion Ticket Purchase 11.1 Team Records 1.1 Definitions 12.1 Right to Assignment 13.1 Team Equipment; Additions 14.1.1 Commercial General Liability Insurance 14.1.2 Property Insurance 14.1.3 Workers' Compensation and Employer's Liability Insurance 14.1 Team Insurance 14.2 Operator's Insurance 14.3 Insurance Provisions 15.1 Indemnification of Operator and County 15.2 Indemnification of Team 16.1 Operator 16.2 Team 16.3 County and Operator 16.4 Fees Abatement 16.5 Condemnation 17.1 Use Covenant; Non-Relocation 17.2 No Interference 17.3 Negative Pledge 17.4 Specific Performance 18.1.1 Organization 18.1.2 Authorization; No Violation 18.1.3 Litigation 18.1.4 No Conflicts 18.1.5 No Violation of Laws 18.1 Team's Representations Warranties and Covenants 18.2.1 Organization 18.2.2 Authorization; No Violation 18.2.3 Litigation 18.2.4 No Conflicts 18.2.5 No Violation of Laws 18.2 Operator's Representations, Warranties and Covenants 18.3.1 Organization 18.3.2 Authorization, Enforceability 18.3.3 Litigation 18.3.4 No Conflicts 18.3.5 Non-Competition 18.3.6 No Violation of Laws 18.3 County's Representations Warranties and Covenants 18.4.1 Additional Documents and Approval 18.4.2 Good Faith 18.4.3 Cooperation 18.4.4 NBA Team Tenant 18.4.5 Refinancing 18.4 Mutual Covenants 18.5 Mutual Cooperation 19.1 Team Default 19.2 Team Bankruptcy or Attachment 19.3 County or Operator Default 19.4 Remedies are Cumulative 19.5 Termination Waiver 20.1 Dispute Resolution 2.10 Condition of the Licensed Premises 21.10 Attorneys' Fees 21.11 Interest 21.12 Severability 21.13 Reasonableness 21.14 Interpretation 21.15 Amendment 21.16 Amendment of Operating Agreement 21.17 Successors and Assigns 21.18 Time of the Essence 21.19 Governing Law 21.1 Ad Valorem Tax Imposition 2.11 Traffic Mitigation 21.20 Team Option 21.21 No Liability of Personnel 21.2 Exclusive Taxes 2.12 Termination 21.3 Relationship 21.4 Subordination 21.5 Assurance 21.6 Force Majeure 21.7 Notices 21.9 Recognition and Non-Disturbance 2.1 Grant of Use and License by County 2.2 County Representative 2.3 Team Representative 2.4 Operator Representative 2.5 Permitted Uses 2.6 Scheduling of Hockey Events 2.7 Term of License 2.8 Options to Extend 2.9 Abatement 3.10 Team Spaces 3.1 Rent 3.2 Base Rent 3.3 Seat Use Charge 3.4 Pass Through Expenses 3.5 Incentive Rent 3.7 Team Loan to County for Debt Service 3.8 County Preferred Revenue Allocation 3.9 Reduction of County Preferred Revenue Allocation 4.1 Team Revenues 4.2 The Team Retail Store 4.3 Team Expenses 4.4 Net Operating Income; Revenue Sharing Arrangement 5.1 Management and Control 5.2 Utilities and Maintenance 5.3 Condition of Arena on Day of Hockey Events and Practice Sessions 5.4 Staffing for Hockey Events 5.5 Ice Making 6.1 Operation of Concessions 6.2 Consumable Concessions 6.3 Non-Consumable Concessions 7.1 Marketing, Advertising, Promotion 7.2 Sponsor Signs 7.3 Naming Rights 7.4 Team Name, Logo and Schedule 7.5 Tourism Promotion Spots/Tag Line 8.1 Radio and Television Distribution 8.2 Broadcast Revenues 8.3 Public Areas 9.1 Parking
1	1st Page - Filing Submission
"	License Agreement
7	Recitals
8	Definitions
"	1.1 Definitions
20	Grant of License, Term, Use of Licensed Premises
"	2.1 Grant of Use and License by County
21	2.2 County Representative
"	2.3 Team Representative
"	2.4 Operator Representative
22	2.5 Permitted Uses
"	2.6 Scheduling of Hockey Events
23	2.7 Term of License
"	2.8 Options to Extend
24	2.9 Abatement
"	2.10 Condition of the Licensed Premises
25	2.11 Traffic Mitigation
26	2.12 Termination
"	Rent, Team Loan and Team Guarantee
"	3.1 Rent
"	3.2 Base Rent
27	3.3 Seat Use Charge
"	3.4 Pass Through Expenses
"	3.5 Incentive Rent
"	3.7 Team Loan to County for Debt Service
28	3.8 County Preferred Revenue Allocation
29	3.9 Reduction of County Preferred Revenue Allocation
"	3.10 Team Spaces
"	Article Iv Team Revenues, Team Expenses and Revenue Sharing Arrangement
"	4.1 Team Revenues
"	4.2 The Team Retail Store
"	4.3 Team Expenses
30	4.4 Net Operating Income; Revenue Sharing Arrangement
"	Management and Control, Maintenance and Event Staffing
"	5.1 Management and Control
31	5.2 Utilities and Maintenance
"	5.3 Condition of Arena on Day of Hockey Events and Practice Sessions
32	5.4 Staffing for Hockey Events
"	5.5 Ice Making
33	Concessions
"	6.1 Operation of Concessions
"	6.2 Consumable Concessions
"	6.3 Non-Consumable Concessions
34	Advertising
"	7.1 Marketing, Advertising, Promotion
35	7.2 Sponsor Signs
"	7.3 Naming Rights
36	7.4 Team Name, Logo and Schedule
"	7.5 Tourism Promotion Spots/Tag Line
"	Radio and Television Broadcastsand Other Distributions
"	8.1 Radio and Television Distribution
"	8.2 Broadcast Revenues
"	8.3 Public Areas
37	Article Ix Parking
"	9.1 Parking
"	Tickets, Premium Seating
"	10.1 Hockey Tickets
"	10.2 Premium Seating
38	10.3 Tourism Promotion Ticket Purchase
"	Records, Audits
"	11.1 Team Records
39	Assignment
"	12.1 Right to Assignment
40	Team Equipment; Additions and Alterations
"	13.1 Team Equipment; Additions
41	Insurance
"	14.1 Team Insurance
"	14.1.1 Commercial General Liability Insurance
"	14.1.2 Property Insurance
"	14.1.3 Workers' Compensation and Employer's Liability Insurance
42	14.2 Operator's Insurance
"	14.3 Insurance Provisions
"	Indemnification
"	15.1 Indemnification of Operator and County
43	15.2 Indemnification of Team
44	Damage or Destructioncondemnation
"	16.1 Operator
"	16.2 Team
"	16.3 County and Operator
"	16.4 Fees Abatement
"	16.5 Condemnation
45	Covenants
"	17.1 Use Covenant; Non-Relocation
"	17.2 No Interference
46	17.3 Negative Pledge
"	17.4 Specific Performance
47	Representations, Warranties and Covenants
"	18.1 Team's Representations Warranties and Covenants
"	18.1.1 Organization
"	18.1.2 Authorization; No Violation
"	18.1.3 Litigation
"	18.1.4 No Conflicts
"	18.1.5 No Violation of Laws
"	18.2 Operator's Representations, Warranties and Covenants
"	18.2.1 Organization
48	18.2.2 Authorization; No Violation
"	18.2.3 Litigation
"	18.2.4 No Conflicts
"	18.2.5 No Violation of Laws
"	18.3 County's Representations Warranties and Covenants
"	18.3.1 Organization
"	18.3.2 Authorization, Enforceability
"	18.3.3 Litigation
49	18.3.4 No Conflicts
"	18.3.5 Non-Competition
"	18.3.6 No Violation of Laws
"	18.4 Mutual Covenants
"	18.4.1 Additional Documents and Approval
"	18.4.2 Good Faith
"	18.4.3 Cooperation
50	18.4.4 NBA Team Tenant
"	18.4.5 Refinancing
"	18.5 Mutual Cooperation
51	Default and Remedies
"	19.1 Team Default
"	19.2 Team Bankruptcy or Attachment
52	19.3 County or Operator Default
"	19.4 Remedies are Cumulative
"	19.5 Termination Waiver
53	Dispute Resolution
"	20.1 Dispute Resolution
55	Miscellaneous
"	21.1 Ad Valorem Tax Imposition
"	21.2 Exclusive Taxes
56	21.3 Relationship
"	21.4 Subordination
"	21.5 Assurance
"	21.6 Force Majeure
57	21.7 Notices
58	21.9 Recognition and Non-Disturbance
59	21.10 Attorneys' Fees
"	21.11 Interest
"	21.12 Severability
"	21.13 Reasonableness
60	21.14 Interpretation
"	21.15 Amendment
"	21.16 Amendment of Operating Agreement
"	21.17 Successors and Assigns
"	21.18 Time of the Essence
"	21.19 Governing Law
"	21.20 Team Option
61	21.21 No Liability of Personnel
62	Team
"	Operator
"	County

EX-10.1 1st Page of 64 TOC ↑Top Previous Next ↓Bottom Just 1st
Exhibit 10.1

BROWARD COUNTY

CIVIC ARENA

LICENSE AGREEMENT
(INCLUDING CERTAIN EXPENSE REIMBURSEMENTS)

DATED AS OF JUNE 4, 1996

BY AND AMONG

BROWARD COUNTY, FLORIDA

THE COUNTY

AND

FLORIDA PANTHERS HOCKEY CLUB, LTD.,

THE TEAM

AND

ARENA OPERATING COMPANY, LTD.

THE OPERATOR

EX-10.1 2nd Page of 64 TOC 1st Previous Next ↓Bottom Just 2nd

TABLE OF CONTENTS

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PAGE
----

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

ARTICLE I

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II

GRANT OF LICENSE, TERM, USE OF LICENSED PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.1 Grant of Use and License by County . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.2 County Representative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.3 Team Representative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.4 Operator Representative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.5 Permitted Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.6 Scheduling of Hockey Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.7 Term of License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.8 Options to Extend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.9 Abatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.10 Condition of the Licensed Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.11 Traffic Mitigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2.12 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE III

RENT, TEAM LOAN AND TEAM GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.1 Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.2 Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.3 Seat Use Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.4 Pass Through Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.5 Incentive Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.6 Supplemental Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.7 Team Loan to County for Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.8 County Preferred Revenue Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.9 Reduction of County Preferred Revenue Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.10 Team Spaces . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

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ARTICLE IV
TEAM REVENUES, TEAM EXPENSES AND
REVENUE SHARING ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.1 Team Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.2 The Team Retail Store . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.3 Team Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.4 Net Operating Income; Revenue Sharing Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE V

MANAGEMENT AND CONTROL,
MAINTENANCE AND EVENT STAFFING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.1 Management and Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.2 Utilities and Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.3 Condition of Arena on Day of Hockey Events and Practice Sessions . . . . . . . . . . . . . . . . . . 25
5.4 Staffing for Hockey Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.5 Ice Making . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE VI

CONCESSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.1 Operation of Concessions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.2 Consumable Concessions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.3 Non-Consumable Concessions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE VII

ADVERTISING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.1 Marketing, Advertising, Promotion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.2 Sponsor Signs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.3 Naming Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.4 Team Name, Logo and Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
7.5 Tourism Promotion Spots/Tag Line . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE VIII

RADIO AND TELEVISION BROADCASTSAND OTHER DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.1 Radio and Television Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.2 Broadcast Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.3 Public Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

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ARTICLE IX
PARKING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9.1 Parking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE X

TICKETS, PREMIUM SEATING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
10.1 Hockey Tickets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
10.2 Premium Seating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
10.3 Tourism Promotion Ticket Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE XI

RECORDS, AUDITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
11.1 Team Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE XII

ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.1 Right to Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE XIII

TEAM EQUIPMENT; ADDITIONS AND ALTERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
13.1 Team Equipment; Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE XIV

INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
14.1 Team Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
14.1.1 Commercial General Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 35
14.1.2 Property Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
14.1.3 Workers' Compensation and Employer's Liability Insurance . . . . . . . . . . . . . . . . . 35
14.2 Operator's Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
14.3 Insurance Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE XV

INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
15.1 Indemnification of Operator and County . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
15.2 Indemnification of Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

iii

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ARTICLE XVI

DAMAGE OR DESTRUCTIONCONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
16.1 Operator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
16.2 Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
16.3 County and Operator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
16.4 Fees Abatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
16.5 Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE XVII

COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
17.1 Use Covenant; Non-Relocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
17.2 No Interference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
17.3 Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
17.4 Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE XVIII

REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
18.1 Team's Representations Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . 41
18.1.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
18.1.2 Authorization; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
18.1.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
18.1.4 No Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
18.1.5 No Violation of Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
18.2 Operator's Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . . . . 41
18.2.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
18.2.2 Authorization; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
18.2.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
18.2.4 No Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
18.2.5 No Violation of Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
18.3 County's Representations Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . 42
18.3.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
18.3.2 Authorization, Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
18.3.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
18.3.4 No Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
18.3.5 Non-Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
18.3.6 No Violation of Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
18.4 Mutual Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
18.4.1 Additional Documents and Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
18.4.2 Good Faith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
18.4.3 Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

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[Enlarge/Download Table]

18.4.4 NBA Team Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
18.4.5 Refinancing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
18.5 Mutual Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE XIX

DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
19.1 Team Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
19.2 Team Bankruptcy or Attachment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
19.3 County or Operator Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
19.4 Remedies are Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
19.5 Termination Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE XX

DISPUTE RESOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
20.1 Dispute Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE XXI

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
21.1 Ad Valorem Tax Imposition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
21.2 Exclusive Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
21.3 Relationship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
21.4 Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
21.5 Assurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
21.6 Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
21.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
21.9 Recognition and Non-Disturbance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
21.10 Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
21.11 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
21.12 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
21.13 Reasonableness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
21.14 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
21.15 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
21.16 Amendment of Operating Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
21.17 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
21.18 Time of the Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
21.19 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
21.20 Team Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
21.21 No Liability of Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

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LICENSE AGREEMENT

This License Agreement (Including Certain Expense Reimbursements)
("License Agreement"), is dated as of May __, 1996 and is entered into by and
among Broward County, Florida, a public body corporate and politic and a
political subdivision of the State of Florida (the "County"), the Florida
Panthers Hockey Club, Ltd., a Florida limited partnership (the "Team") and
Arena Operating Company, Ltd., a Florida limited partnership (the "Operator").

RECITALS:

A. The County is to be the owner of a multipurpose arena to be
constructed in the City of Sunrise, Broward County, Florida (the "Facility")
and, in connection therewith, the County is empowered to enter into this
License Agreement.

B. The Team is the owner and operator of a professional hockey
franchise, a member club of the National Hockey League ("NHL"), known as the
Florida Panthers. The Operator, the County and the Team desire that the Team
conduct all of its Home Games in the Facility when the Facility is constructed
and ready for occupancy, for the License Term pursuant to the License granted
hereunder. The Team has designated Operator as the designated operator of the
Facility pursuant to its right to so designate provided in the Letter of
Intent.

C. The County and the Operator have entered into an Operating
Agreement of even date herewith pursuant to which the Operator shall be the
exclusive operator and manager of the Facility for a term that coincides with
the License Term, and, in connection therewith, Operator is empowered to enter
into this License Agreement and other agreements for the use of the Facility.
Pursuant to the Operating Agreement, Operator has designated Arena Management
Firm to manage the Facility and perform certain duties delegated by Operator.

D. The health, safety and general welfare of the people of the
County are directly dependent upon the continual encouragement, development,
growth and expansion of business, commerce and tourism. The development of a
major multipurpose sports and entertainment complex and accessory uses is most
appropriate in the County which, because of its size, is capable of retaining
and supporting professional as well as amateur sports teams and attracting
major national sporting and musical, cultural, family and community events; and
that attraction of business and tourism to the County as a result of the
development of such a facility and its accessory uses will be an important
factor in the continued encouragement, promotion, attraction, stimulation,
development, growth and expansion of business, commerce and tourism within the
County. The development and promotion of a multipurpose sports and
entertainment complex on public property will provide significant benefits to
the general public.

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E. In view of the foregoing, the County has determined that the
licensing of the Facility to the Team is in the best interests of the County
and the welfare of its residents, and is in accord with valid public purposes.

THEREFORE, intending to be legally bound, for valuable consideration,
the receipt and sufficiency of which are acknowledged, the parties agree as
follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. As used in this License Agreement, capitalized
terms shall have the meanings set forth below unless otherwise defined herein;
certain other capitalized terms which are not defined herein shall have the
meanings provided in the Development Agreement or the Operating Agreement;
however, in the event of a conflict between a defined term used herein that is
defined in both the Operating Agreement and the Development Agreement then for
purposes of operations the Operating Agreement will control and for the
purposes of project development the Development Agreement will control.

1.2 Abatement Period means any period during which the License
Term or the time for performance or the satisfaction of a condition is extended
as provided by this License Agreement and as defined in the Related Agreements.

1.3 Additions means permanent alterations or improvements to the
Facility.

1.4 Admissions Tax shall mean any sales or use tax or taxes, if
any, in effect from time to time during the License Term which are imposed by
any Governmental Authority on revenue received from the sale or other
disposition of Hockey Tickets.

1.5 Advertising means all announcements, acknowledgments,
banners, signs, showbills, and other audio or visual commercial messages
displayed, announced or otherwise presented in the Facility including video
messages, but excluding Team Advertising and sponsorships (including Sponsor's
Signs).

1.6 Affiliate of a specified person means a person who (a) is
directly or indirectly controlled by, or under common control with, the
specified person; or (b) owns directly or indirectly thirty-five percent (35%)
or more of equity securities of the specified person; or (c) is a general
partner, officer, director, non-financial institution trustee or fiduciary of
the specified person or of any person described in (a) or (b); or (d) is a son,
daughter, spouse, parent, sibling or in-law of the specified person.

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1.7 Arena means the multipurpose, state-of-the-art sports and
entertainment arena facility in the City of Sunrise, Broward County, Florida,
as more fully described in the Development Agreement and as set forth in the
Program Requirements attached to the Development Agreement.

1.8 Arena Management Firm shall mean initially Leisure
Management International, an Affiliate of Operator, and shall also mean any
subsequent Person selected by Operator pursuant to the Operating Agreement to
manage the Arena.

1.9 Arena Parking means the parking spaces (up to a maximum of
7,500 spaces) included within the Project Site as described in the Operating
Agreement and the Development Agreement.

1.10 Base Rent means the sum of Seven Thousand Five Hundred
Dollars ($7,500.00) plus applicable sales taxes to be paid by Team for each
Home Game played at the Arena during the Hockey Season up to a maximum amount
of Three Hundred Seven Thousand Five Hundred Dollars ($307,500.00) per Hockey
Season during the License Term. During any Extension Term the Base Rent shall
be Six Thousand Dollars ($6,000.00) for each Home Game played at the Arena up
to a maximum amount of Two Hundred Fifty Two Thousand Dollars ($252,000.00).

1.11 Bonds means the total amount of Professional Sports Facility
Tax and Revenue Bonds, Series 1996 outstanding from time to time and at any
time, including interest and other payment requirements and any restructuring
or refundings thereof, and related costs, which the County incurs for the
purpose of financing the development and construction of the Facility, all of
which is estimated at the time of execution of this License Agreement to be in
the original principal amount not to exceed $185 million.

1.12 Business Days means any Monday, Tuesday, Wednesday, Thursday
or Friday excluding County holidays.

1.13 Capitalized Interest Period shall mean the period of time
for which the Bonds provide for capitalized interest on the Bond debt.

1.14 Coaches Office shall mean "coaches' office" as defined in
the Program Requirements.

1.15 Common Area means the hallways, corridors, stairways,
elevators, public restrooms, restaurants and other portions of the Project
depicted in the Site Plan attached to the Development Agreement.

1.16 Communication System means all audio and visual
communication systems designed for radio and television broadcasting, which
systems shall include, but not be limited to, the scoreboards, computer and
related technologies, satellite hook-ups, television and loudspeaker systems,
acoustical technology and systems, public address system, timers, clocks,
message center,

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video screens, signs and marquees within or at the Facility all of which shall
be programmed to meet the goals and objectives of Team and in accordance with
the specifications of the Team.

1.17 Completion Notice means the notice which the Operator shall
deliver (whether a Certificate of Occupancy or otherwise) to advise the Team of
the date when the Facility has been Substantially Completed as such term is
defined in and as provided in the Development Agreement, a certificate of
occupancy has been issued and the Facility is ready for the playing of Home
Games as provided in the Development Agreement (collectively, "Completion").
The Operator shall deliver the Completion Notice no later than five days after
the date of Completion and may issue the Completion Notice in advance of the
date of Completion, in which latter event, the date of Completion shall be
deemed to be the later of the date of actual Completion or the date of
Completion as set forth in the Completion Notice.

1.18 Complimentary Tickets means any and all Hockey Tickets in an
amount consistent with good business practice in the professional sports
industry, which are transferred without charge; however, the following types of
Complimentary Tickets shall not be considered in determining whether the amount
of Complimentary Tickets is consistent with good business practice: Hockey
Tickets which are for charitable purposes and credentialed media, Hockey
Tickets pursuant to a ticket exchange program by which unused Hockey Tickets
for prior Home Games are exchanged for Hockey Tickets to future Home Games, and
Hockey Tickets given to Team or NHL players and other personnel as determined
by the Team or NHL rules and regulations.

1.19 Concession Agreement means any Agreement between the
Operator and Concessionaire(s) for the operation of Concessions at the
Facility.

1.20 Concession Revenue shall mean for all Concessions operated
by a Person, revenues paid to or received by Operator or paid to or received by
another Person at the direction of or for the benefit of Operator (other than
the amounts paid to or retained by the Concessionaires under a Concession
Agreement with Operator), in connection with the operation of the Concessions
at the Facility, without any offsets whatsoever to or from such payments to or
receipts by Operator for expenses, overhead or otherwise except for applicable
sales, excise or use taxes on such payments or receipts, and less any bad debt,
refunds and enforcement costs. "Concession Revenue" shall mean, for any
Concessions operated by Operator alone or in conjunction with others, revenues
paid to or received by Operator or paid to or received by another Person at the
direction of or for the benefit of Operator (other than retained by
Concessionaires under a Concession Agreement with Operator) in connection with
the operation of the Concessions in the Facility by Operator, less the
reasonable, ordinary and necessary expenses of operating such Concessions by
Operator; provided, however, that to the extent that any Concessions may be
operated by Operator in conjunction with others, Operator shall ensure that no
item of expense is duplicated and deducted from such revenues more than once in
calculating Concession Revenue.

1.21 Concessionaire(s) shall mean any Person, including Operator
or Team, operating a Concession.

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1.22 Concessions shall mean the business of selling, furnishing
or renting of foods, beverages, apparel, game programs, sporting equipment,
goods, novelties or merchandise (but not including parking) in, at, from or in
connection with the operation of the Facility whether sold, furnished or rented
from shops, kiosks or by individual vendors circulating through the Facility
including, without limitation, any restaurant (whether open to the public or
restricted to members thereof), club, membership dining room or other facility
therein for sale of food or beverages, and including sales to fill orders for
any such items received by any Concessionaire operating a Concession at the
Facility by mail, facsimile or telephone or other medium of communication.

1.23 Consumable Concessions means items of food, drink, tobacco
and candy products or other items for consumption which are sold or dispensed
at the Facility.

1.24 County means Broward County, Florida, a public body
corporate and politic and a political subdivision of the State of Florida, and
any of its administrative departments, divisions and functions and its
successors and assigns.

1.25 County Preferred Revenue Allocation shall have the meaning
given such term in the Operating Agreement.

1.26 County Representative shall mean the person authorized to
issue and receive notices on behalf of County with respect to this License
Agreement and shall be the person so designated and shall have the duties and
responsibilities described in Section 2.2 of this License Agreement.

1.27 Dasherboards shall mean a wood or fiberglass wall or fence,
including glass systems, surrounding the ice rink at the Facility which shall
in all respects comply with the Hockey Rules.

1.28 Debt Service Payment Date shall mean any date after the
Capitalized Interest Period on which a principal and/or interest payment is due
on the Bonds.

1.29 Design Development Documents shall have the meaning set
forth in the Development Agreement.

1.30 Development Agreement means the Development Agreement
between the County and the Project Developer, of even date herewith.

1.31 Event(s) means all revenue or nonrevenue producing sports,
entertainment, cultural, civic and other activities and events which are
conducted at the Facility.

1.32 Event Staffing means staffing levels for Events at the
Facility, as reasonably determined by Operator, with consideration for the type
of Event, anticipated attendance and other safety and security considerations
and consistent with the Quality Arena Standard. Such staffing shall include,
without limitation, ticket takers, ushers, internal and external security,
police,

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maintenance and clean-up personnel, emergency medical technicians, concierge,
restroom attendants, stagehands, sound and lights technical personnel, and box
office personnel.

1.33 Exhibition Games shall mean NHL ice hockey games played by
Team each Hockey Season prior to the date promulgated by the NHL as the first
day of the regular championship season.

1.34 Extension Option shall have the meaning given such term in
Section 2.8 hereof.

1.35 Extension Term shall have the meaning given such term in
Section 2.8 hereof.

1.36 Facility means the Arena and the Project Site together with
all facilities, fixtures, furniture, machinery and equipment, attachments and
appurtenances now or hereafter attaching thereto. "Facility" is sometimes used
interchangeably with "Project".

1.37 Facility Advertising Agreement shall heave the meaning given
such term in Section 7.1 of this License Agreement.

1.38 Facility Operating Expenses shall have the meaning given
such term in the Operating Agreement.

1.39 Facility Operating Revenues shall have the meaning given
such term in the Operating Agreement.

1.40 Fiscal Year means October 1 to September 30.

1.41 Franchise means and includes membership in and all of the
rights, privileges and powers granted by the NHL to the Team, and its
successors and assigns, to operate a team and conduct Home Games as a member of
the NHL.

1.42 General Seating means all of the seats at the Facility that
are not Premium Seating including but not limited to rinkside/courtside seating
or any other type of preferred location seating which is not Premium Seating.
The Team will sell "General Seating" for its own account at the prices that
Team determines and may include such other benefits for Hockey Ticket
purchasers as Team may determine, including, without limitation, membership in
the "Panthers Club" or some other club memberships of Team sponsors, season
ticket holders or others. The provision of a club membership or other benefits
to a Ticket purchaser does not change seating designated as General Seating to
Premium Seating as long as the General Seating is not suite seats or coop suite
seats.

1.43 Governmental Authority shall mean any Federal, state,
municipal or local government or any department or division thereof having
jurisdiction over the Arena, Operator, Team or any matter or Person addressed
in this License Agreement.

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1.44 Guaranty means the guaranty of the Team for the benefit of
the County in the form attached hereto as Exhibit 3.8.

1.45 Hockey Event shall mean any NHL ice hockey game which is
played by the Team in the Arena, including regular Home Games, Exhibition
Games, Play-Off Games and All-Star Games and any other in-season, pre-season or
post-season game sanctioned by the NHL whether or not played by the Team.

1.46 Hockey Event Staffing means the number and quality of Event
Staffing necessary in the reasonable opinion of Team for the presentation and
staging of a Hockey Event in a manner consistent with the Quality Arena
Standard. Notwithstanding the foregoing, such staffing levels for Hockey
Events at the Facility shall be sufficient in number and quality in Operator's
reasonable judgment to present the Hockey Event in a safe, efficient and secure
manner.

1.47 Hockey Event Staffing Expenses shall mean the actual, direct
expenses (without profit by Operator) incurred by or on behalf of Operator for
Hockey Event Staffing during a Hockey Season and paid by the Team to the
Operator.

1.48 Hockey Rules shall mean all provisions, rules, regulations,
by-laws, articles, contracts and arrangements which at the time in question
govern the rights, duties, privileges and obligations of Team as a member of
the NHL, including without limitation, the provisions of the Constitution of
the NHL. Team shall provide a copy of such Hockey Rules to Operator and County
and any amendments thereto as and when they become effective.

1.49 Hockey Season shall mean the period beginning on the date
officially promulgated by the NHL as the first day of training camp and ending
on the date on which the last Hockey Event is to be played by Team for such
season, including any games played as part of the Stanley Cup Championship
Series for such season.

1.50 Hockey Ticket means the ticket or other indicia by which
admission to the Facility for the Home Games is permitted and controlled.

1.51 Hockey Utility Reimbursable Expenses means the amount of
annual utility expenses incurred in the conduct and operation of Hockey Events
at the Facility and paid by the Team to the Operator. Hockey Utility
Reimbursable Expenses shall be equal to the product of the actual utility
expenses incurred at the Facility during the applicable Fiscal Year multiplied
by a fraction the numerator of which is the number of Hockey Events at the
Facility during the applicable Fiscal Year and the denominator of which is the
total number of other Events conducted at the Facility during the applicable
Fiscal Year up to the maximum amount of the Pass Through Expenses Cap.

1.52 Home Games shall mean all ice hockey games which under
Hockey Rules are designated as "home games". All pre-season Home Games will be
played at the Arena.

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1.53 Incentive Rent means an amount to be paid by Team to
Operator annually on or before the first day of the second month following the
conclusion of each Fiscal Year during the License Term, equal to the difference
between (i) five percent of the Ticket Receipts for each Home Game played at
the Facility during a Hockey Season, and (ii) the sum of Base Rent and Pass
Through Expenses up to a maximum of the Pass Through Expenses Cap, paid in the
applicable Fiscal Year. The amount set forth in clause (i) above shall not
accrue or be payable with respect to any Abatement Period.

1.54 Interactive Area shall mean that amount of useable area in a
location mutually acceptable to the Team and the Operator as described in the
Program Requirements of the Development Agreement (which Program Requirements
shall be approved by Team). The Interactive Area shall be furnished with such
equipment as Team and Operator shall determine or shall be subject to a
separate Concession Agreement for its operation as an interactive game and
arcade area for invitees at Hockey Events. The Concessionaire of the
Interactive Area (whether Operator, Team or a third party) may charge patrons
and invitees a separate charge for admission to the Interactive Area and all
such admission revenue shall be Facility Operating Revenue.

1.55 Letter of Intent means that certain Letter of Intent for
the Broward County Civic Arena between the County and Team.

1.56 License Commencement Date means the date on which the
License Term shall begin. The License Commencement Date shall be that date
within 30 days after the Completion Notice, as the Team shall select by notice
to the County within that 30-day period. Notwithstanding the foregoing, if the
Completion Notice is issued between March 1 and July 1, by notice to the County
no later than ten days after the Completion Notice, the Team may elect to defer
the License Commencement Date until not later than the first day of the next
Hockey Season which commences in the Fall of the Fiscal Year in which the
Completion Notice is issued.

1.57 License Expiration Date means the date of the ending of the
License Term and shall be that date which is 30 years after the July 1
immediately prior to the License Commencement Date unless Team shall exercise
Extension Option(s) in which case the License Expiration Date shall be the date
following the expiration of the Extension Term(s). Subject to the rounding
requirement hereafter described, the License Expiration Date shall be extended
for a period equal to the aggregate of every Abatement Period having a duration
of at least 90 days. The duration of the extension of the License Expiration
Date shall be rounded to the nearest half year so that the License Expiration
Date shall occur either on July 1 or January 1. The License Expiration Date is
subject to earlier termination or extension as provided in this License
Agreement.

1.58 License Term means the period of the Team's right and
obligation to use the Facility pursuant to this License Agreement beginning
with the License Commencement Date and ending on the License Expiration Date.

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1.59 Licensed Premises means those portions and facilities of the
Facility that are reasonably beneficial (or customarily given in NHL team
occupied arenas), for the playing of Team's Home Games and Practice Sessions or
for any other Permitted Use hereunder and generally consisting of, but not
limited to, the Team Spaces, Team Offices, Coaches' Offices, Team Locker Rooms,
physical therapy/rehabilitation and medical rooms, a commercial laundry
facility, the Interactive Area, Restaurant Area, visiting team locker rooms,
official's locker rooms, spectator seats (excluding suites), a predetermined
number of secured parking spaces for Team personnel, press lounges, media work
rooms, press areas, meeting and conference rooms, a private club/V.I.P. space
for use by the Team during the season and for certain pre-season and
post-season activities to promote the Team, the Arena floor, staff lounge and
spouse's waiting rooms, sponsor's booth, announcer's booth, radio and
television broadcast studios, scoreboard and Communications Center control
rooms, lighting control areas and medical facilities and Common Areas of the
Arena.

1.60 Liens means encumbrances, security interests, pledges,
claims, mechanics' and other liens arising out of work performed, materials
furnished or obligations incurred by the Team in connection with the Facility.

1.61 Naming Rights shall have the meaning given such term in the
Operating Agreement.

1.62 Net Operating Income shall have the meaning given such term
in the Operating Agreement.

1.63 NHL means the National Hockey League and any successor or
substitute association or other entity of which the Team is a member or joint
owner and which engages in professional ice hockey competition in a manner
comparable to the NHL.

1.64 Non-Consumable Concessions means all Concessions items other
than Consumable Concessions.

1.65 Operating Agreement means the Broward County Civic Arena
Operating Agreement between the County and the Operator, of even date herewith.

1.66 Operator means Arena Operating Company, Ltd., a Florida
limited partnership.

1.67 Operator Representative is the person authorized to issue
and receive notices on behalf of Operator with respect to this License
Agreement and shall be the person so designated and shall have the duties and
responsibilities described in Section 2.4 of this License Agreement.

1.68 Other Hockey Event shall mean any amateur, national (not
involving Team) or international ice hockey game played in the Arena.

1.69 Pass Through Expenses mean the Hockey Utility Reimbursable
Expenses and the Hockey Event Staffing Expenses.

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1.70 Pass Through Expenses Cap means the limitation on the amount
of Pass Through Expenses that Team shall be required to pay under Section 3.4
hereof. The Pass Through Expenses Cap is equal to the difference between five
percent (5%) of Ticket Receipts received by Team during the applicable Fiscal
Year less Base Rent paid to Operator for such Fiscal Year. In determining the
priority of Team's payment of Pass Through Expenses, Team shall first be
obligated to pay all Hockey Utility Reimbursable Expenses and then all Hockey
Event Staffing Expenses up to the Pass Through Expenses Cap amount.

1.71 Person means any individual, trust, estate, partnership,
joint venture, company, corporation, association, or any other legal entity or
business enterprise.

1.72 Play-off Game shall mean any professional ice hockey game
which is scheduled to be played between NHL teams as part of the competition
for the championship of the NHL, or any division thereof, and which, under the
Hockey Rules, is classified as a "play-off" game scheduled or permitted to be
played in the Arena.

1.73 Play-off Period shall have the meaning set forth in Section
2.6.2.

1.74 Pledged Tax Receipts means all the revenue received by the
County from the levy of (a) the one percent professional sports franchise
facility tax levied pursuant to Section 125.0104(l), Florida Statutes; (b) the
one percent additional professional sports franchise facility tax levied
pursuant to Section 125.0104(o), Florida Statutes (together (a) and (b), the
"Professional Sports Facility Tax"); and (c) the sales tax rebate received by
the County annually with respect to the use and operation of the Facility
pursuant to Section 288.1162, Florida Statutes.

1.75 Practice Session shall mean a period of time, other than
during a Warm-Up Session and a Hockey Event, during which Team shall be
permitted to use the ice rink in the Arena to practice ice hockey.

1.76 Premium Rate means the rate of interest equal to two percent
in excess of the rate of interest announced from time to time by the
NationsBank of South Florida, N.A., or its successor bank (or such other bank
as may be agreed to from time to time by County and Team), as its "prime rate"
of interest.

1.77 Premium Seating means the executive suite and co-op suite
seats at the Facility designated by Team which have exclusive access for its
patrons on a separate and exclusive concourse and is or may be serviced by
separate catering, service and maintenance support. Premium Seating shall not
include any of the General Seating.

1.78 Premium Seating License means the form of that certain
Premium Seating License Agreement for execution by Premium Seating Licensees
and the Operator, and all such forms of agreement as are executed and in effect
from time to time.

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1.79 Premium Seating Licensees means the licensees which have
executed Premium Seating Licenses with the Operator for the use of the Premium
Seating.

1.80 Program Requirements shall have the meaning given such term
in the Development Agreement.

1.81 Project means the Broward County Civic Arena which shall be
a state-of-the-art, multi-purpose sports and entertainment facility, including
related parking and marshaling/loading areas, designed and constructed to
support the occupancy of a professional hockey franchise and other professional
sports teams and to host other sporting events, family shows, concerts and
related events. "Project" refers to the Facility during its construction
stage; the term "Project" and the term "Facility" may be used interchangeably.

1.82 Project Developer means Arena Development Company, Ltd., a
Florida limited partnership which is an Affiliate of the Team.

1.83 Project Site means the land under and surrounding the Arena
and the Arena Parking as described in the Development Agreement.

1.84 Promotional Hockey Exhibition shall mean any exhibition of
hockey skills or instructions for promotional purposes but shall not include
any Exhibition Games, Practice Session, Warm-Up Session or Hockey Event.

1.85 Public Entity Assignee means an entity which has, or is
intended to have, a class of capital stock registered under the Securities Act
of 1933, as amended, that owns or is intended to own the Team's NHL Franchise.

1.86 Quality Arena Standard shall mean the average standard of
quality or performance, including construction of the improvements, ordinary
wear and tear excepted, fan amenities and ambiance provided by the following
arenas: (1) Marine Midland Arena, Buffalo, New York; (2) The CoreStates Center,
Philadelphia, Pennsylvania; (3) Ice Palace, Tampa, Florida; (4) the Arrowhead
Pond Arena in Anaheim, California; (5) Gund Arena, Cleveland, Ohio. In all
events, the Quality Arena Standard shall equal or surpass the standards
maintained at any arena facility located within one hundred (100) miles of the
Facility. In the event that any one or more of the five (5) arenas hereinabove
referenced shall be closed or shall, as generally reputed within the arena
industry, cease to be maintained and operated in accordance with the standards
of service and quality generally accepted within the arena industry for first
class arenas, then (a) such arena or arenas shall be deleted from the list set
forth in the foregoing sentence, and (b) the County, Operator and Team shall
agree upon the substitution of another arena or arenas to replace the deleted
arena or arenas, with approximate adjustments to reflect newer building and
technology than that possessed by the Arena. In applying the Quality Arena
Standard to construction/design issues and customer service issues, due
consideration shall be given to South Florida's unique competitive market
conditions, climate and topography.

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1.87 Related Agreements means this License Agreement, the
Operating Agreement and the Development Agreement.

1.88 Rent means the aggregate of Base Rent plus Incentive Rent,
if any, paid by the Team for the use of the Facility during each Fiscal Year of
the License Term as provided in Article III of this License Agreement.

1.89 Restaurant Area(s) shall mean that amount of useable area
in the Arena or located adjacent to the Arena at the Facility as specifically
described and set forth in the Program Requirements, to be used for a dining
facility open to patrons of the Facility during Hockey Events and open to the
public at other times determined by Operator. The Restaurant Area shall be
operated by Team or Operator and the revenue of which shall be Facility
Operating Revenue.

1.90 Seat Use Charge means a Seat Use Charge that Operator may
initiate and Team shall charge and collect in connection with its sales of each
Hockey Ticket for Home Games (excluding Hockey Tickets for Premium Seating and
excluding Complimentary Tickets). The Operator may initiate, modify or change
the Seat Use Charge upon written notice to Team at least one hundred eighty
(180) days prior to the commencement of a Hockey Season. The Seat Use Charge
shall be in addition to, and not in lieu of, Rent, admission charges and any
taxes that may be payable on such Seat Use Charge. Operator may terminate the
Seat Use Charge upon thirty (30) days prior written notice to Team.

1.91 Sponsors means the radio, television and other sponsors of
the Team or the Home Games.

1.92 Sponsor Signs means banners, signs and other temporary or
non-temporary, moveable or non-movable displays, or audio or video messages, in
the Facility which identify the Team or the Sponsors and which may be installed
before and removed after each Home Game so as to be visible or transmitted
during the Home Games but may be covered or otherwise not visible during other
Events at the Facility. At a minimum the Sponsor Signs shall be the exclusive
Advertising in the areas exclusively reserved for them in Section 7.2.

1.93 Supplemental Rent shall have the meaning given such term in
Section 3.6 of this License Agreement.

1.94 Sunrise Letter of Agreement shall mean that certain Letter
of Agreement by and among Team, County and the City of Sunrise, Florida.

1.95 Team means the Florida Panthers Hockey Club, Ltd., a Florida
limited partnership, its successors and permitted assigns who own the NHL
Franchise rights for the Florida Panthers.

1.96 Team Box Office shall mean a separate room and ticket
windows in accordance with the Program Requirements approved by Team to be
provided by Operator in an area proximate to

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the main Arena box office which shall have direct access to the exterior of the
Arena and shall be designated exclusively for the sale of Hockey Tickets.

1.97 Team Concession Revenue means all Concession Revenue from
sales of Non-Consumable Concessions during Hockey Events and sales of
Non-Consumable Concessions from the Team Retail Store as more fully described
in Article VI.

1.98 Team Equipment means furniture, fixtures and other moveable
equipment placed by the Team in the Facility at its expense, subject to
Operator's reasonable approval as to structural and safety concerns.

1.99 Team Spaces shall mean the Team Locker Room, Team Office
Space, Team Retail Store, a Team work-out and weight training facility, storage
facilities, shower facilities and Team Box Office in accordance with the
Program Requirements.

1.100 Team Locker Room shall mean the home team dressing room
space for use by the Team as a home team locker room and training and health
facility as specifically described and set forth in Program Requirements of the
Development Agreement (which Program Requirements have been approved by Team).

1.101 Team Office Space shall mean that amount of useable area of
office space for the Team's front office (business personnel) operations and
such additional office space as Operator and Team shall agree for the Team's
back office (coaches, trainers, and Team operational personnel) as specifically
described and set forth in the Program Requirements of the Development
Agreement (which Program Requirements have been approved by Team). The Team
Office Space will be provided to Team in consideration of Team's payment of
Base Rent.

1.102 Team Representative is the person authorized to issue and
receive notices on behalf of Team with respect to this License Agreement and
shall be the person designated and shall have the duties listed in Section 2.3
of this License Agreement.

1.103 Team Retail Store shall mean the useable area in an amount
not to exceed 10,000 square feet in a location mutually acceptable to the Team
and the Operator as described in the Program Requirements of the Development
Agreement (which Program Requirements have been approved by Team), to be opened
and operated by Team for the sale of Non-Consumable Concessions.

1.104 Team Revenue means revenue belonging solely to the Team as
more fully described in Article IV of this License Agreement.

1.105 Ticket Receipts means the gross amount of money received by
the Team from the sale of Hockey Tickets for General Seating, after first
deducting therefrom Admission Taxes, Seat Use Charges, and NHL assessments but
no other charges or costs. "Ticket Receipts" do not include

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the gross amount of money received by the Operator from the issuance of Hockey
Tickets for Premium Seating, or any Complimentary Tickets. Any Hockey Ticket
sales commissions on a net basis derived by the Team from any form of
distribution system or Ticket Agency agreement (whereby another entity sells
the Hockey Tickets, such as Ticketmaster), shall be deemed Ticket Receipts.
All other Hockey Tickets issued for General Seating at a Home Game shall be
deemed to have been sold at their face ticket price or their face Ticket price
plus any premium charges associated with upgraded amenities sold as package
with such Tickets (less Admissions Taxes, Seat Use Charges and applicable NHL
assessments) and shall be included in Ticket Receipts, albeit Hockey Tickets
issued in the ordinary course of business and in the exercise of the Team's
reasonable business judgement at a discount shall be included in Ticket
Receipts only at the discounted price.

1.106 Warm-Up Session shall mean the time period immediately prior
to a Hockey Event, during which the Team and any team playing against the Team
in such Hockey Event are permitted to use the Facility to prepare for such
Hockey Event.

ARTICLE II

GRANT OF LICENSE, TERM,
USE OF LICENSED PREMISES

2.1 Grant of Use and License by County. The County hereby
irrevocably grants to the Team, the license and right to use and occupy the
Facility, including but not limited to the Licensed Premises during the License
Term for the Permitted Uses (as defined below) in accordance with and subject
to the terms and conditions hereinafter set forth (the "License"). The License
granted herein shall be the exclusive grant of use of the Facility by County
for the playing and exhibition of Hockey Events and Other Hockey Events at the
Facility.

The Team shall have the exclusive right to use the entire Licensed
Premises for the Permitted Uses during the entire day (10:00 a.m. to the later
of midnight or the conclusion of the Hockey Event) when a Hockey Event is
scheduled. Notwithstanding the above, if Operator wishes to schedule another
Event at the Facility on the date that a Hockey Event is scheduled, then upon
request by Operator, Team, at its reasonable discretion, may waive its
exclusive right to use the Licensed Premises on the entirety of such date
provided that Team shall have exclusive use commencing no less than two (2)
hours prior to the commencement of the Hockey Event. Additionally, the Team
shall have the exclusive right to use and occupy the Team Spaces at all times
during the License Term. On days other than when a Hockey Event is scheduled,
and subject to scheduling of other Events at the Arena, or when the Arena is
not otherwise available, the Team shall have the non-exclusive right to use
the Licensed Premises for Practice Sessions, Promotional Hockey Exhibitions,
tryouts, scrimmages, publicity and/or press gatherings and any other
hockey-related activities provided that Team has provided to Operator
forty-eight (48) hours written notice of such use or such shorter notice as may
be reasonable under the circumstances.

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Notwithstanding anything to the contrary contained herein, Operator
shall have possession and control of the Licensed Premises other than the Team
Spaces for which Team shall have exclusive possession, and Team acknowledges
that Operator and County shall have the right to enter the Team Spaces upon at
least one (1) day's notice to Team except in an emergency when Operator and
County may enter as necessary. Neither Operator nor County (i) shall interfere
in a material respect with the Permitted Uses; (ii) shall deny or otherwise
impede access to the Licensed Premises or the Team Spaces to the Team, its
employees, agents, subcontractors, invitees or guests in a manner that
interferes in a material respect with the Permitted Uses; (iii) shall allow
any person to enter the Arena during the Home Games or for any other Hockey
Events without a Hockey Ticket; nor (iv) shall allow any other hockey team to
use the Facility for any use or purpose without the Team's prior written
consent which consent may be withheld at Team's discretion.

2.2 County Representative. The County Administrator shall be
the County's authorized representative who shall act as liaison and contact
person between the County, Team, and Operator in administering and implementing
the terms of this Agreement. County shall have the right to designate a
substitute authorized representative by providing written notice thereof to
Team and Operator. The County Representative, or his authorized designee,
shall respond to requests for review, consents (as to matters requiring
consent) or waivers within five (5) business days after submittal, failing a
written notice of disapproval within such time, the request shall be deemed
approved or the consent granted. Notwithstanding the foregoing, the Board
shall be required to consent to any amendment to this Agreement or to any other
request for consent that is not related to administration of the terms of this
Agreement. All administrative and ministerial consents required of the County
shall be given by the County Representative on behalf of County. In any
situation requiring Board approval for consent, the County's failure to provide
a written notice of disapproval within thirty (30) days of submittal shall be
deemed approved, waived or consented to by County. The Team and Operator and
any other person dealing with County in connection with this Agreement or any
matter governed by this Agreement may rely and shall be fully protected in
relying upon the authority of the County Representative or any such designee to
act for and bind County in any such matter.

2.3 Team Representative. The Team's Vice President of
Operations shall be the Teams's authorized representative who shall act as
liaison and contact person between the County, Team, and Operator in all
matters concerning this Agreement. Team shall have the right to designate a
substitute authorized representative by providing written notice thereof to
County and Operator. The Team Representative, or his authorized designee,
shall respond to requests for review, consents or waivers within ten (10) days
after submittal, failing a written notice of disapproval within such time, the
request shall be deemed approved or the consent granted. The County and
Operator and any other person dealing with Team in connection with this
Agreement or any matter governed by this Agreement may rely and shall be fully
protected in relying upon the authority of the Team Representative or any such
designee to act for and bind Team in any such matter.

2.4 Operator Representative. The Chief Operations Officer of
Operator shall be the Operator's authorized representative who shall act as
liaison and contact person between the County,

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Team, and Operator in all matters concerning this Agreement. Operator shall
have the right to designate a substitute authorized representative by providing
written notice thereof to Team and County. The Operator Representative, or his
authorized designee, shall respond to requests for review, consents or waivers
within ten (10) days after submittal, failing a written notice of disapproval,
the request shall be deemed approved or the consent granted. The Team and
County and any other person dealing with Operator in connection with this
Agreement or any matter governed by this Agreement may rely and shall be fully
protected in relying upon the authority of the Operator Representative or any
such designee to act for and bind Operator in any such matter.

2.5 Permitted Uses. Unless otherwise specifically set forth
herein, the Team shall be permitted to use the Licensed Premises for one or
more of the following purposes and uses (the "Permitted Uses"). Team shall be
permitted to use the Licensed Premises for the presentation of Hockey Events
and any activities related to or consistent with the presentation of Hockey
Events, including pre-and post game events (intermission shows, concerts or
other entertainment), Warm-Up Sessions, Practice Sessions and Promotional
Hockey Exhibitions. Team shall use the Team Spaces for their intended
purposes. The Team shall also be permitted to use the Licensed Premises to
store Team Equipment and other Team property; to conduct the marketing,
advertising, business and operations of the Team; as administrative space for
the Team's employees, officers, coaches and office personnel; for treatment,
rehabilitation and other medical needs of Team personnel; for use by the print,
voice, television, video, and radio media for watching, broadcasting and
reporting on Hockey Events and covering other Team activities; for sales of
Hockey Tickets, Sponsor Signs, Non-Consumable Concessions and for other
activities related to Team operations and the production of Team Revenue; for
use by NHL designated officials; for Team players' lounges, interactive games,
and for any other Team use not inconsistent with the foregoing.

2.6 Scheduling of Hockey Events.

2.6.1 County and Operator acknowledge that the Team shall
have first priority with regard to the scheduling of Hockey Events. Each year
during the License Term (and in the year prior to the year of the License
Commencement Date) at least thirty (30) days prior to the date on which the NHL
requires notice of preferred scheduling dates, the Team shall inform Operator
of at least fifty-six (56) dates that it wishes to reserve for regular season
Home Games and five (5) dates that it wishes to reserve for Exhibition Games
for the upcoming Hockey Season and Operator shall reserve such dates and not
schedule any other Events at the Facility on such dates. Notwithstanding the
foregoing, if at the time the Team provides Operator notice of its preferred
dates for Hockey Events, there is a previously scheduled Event, including a
County Event, which conflicts with any such date then Operator shall inform
Team of such conflict within forty-eight (48) hours of Operator's receipt of
the preferred dates and Team shall elect an alternate date or dates and provide
such dates to Operator which shall be reserved by Operator. Team may increase
the number of preferred scheduling dates as necessary to comply with NHL
requirements. Operator shall reserve such dates for Team until the NHL
releases the official schedule for such Hockey Season, at which time, the
scheduled dates shall be reserved and the remaining dates shall be released.

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2.6.2 Each Hockey Season during the License Term (and in
the year prior to the year of the License Commencement Date), Operator shall,
upon consultation with Team, reserve for Team at least 2 days per week (spaced
not less than 1 day apart or more than 2 days apart) commencing the week
following the conclusion of the regular scheduled portion of the Hockey Season
and continuing through the conclusion of the NHL's scheduled post-season
playoff period ("Playoff Period"). Team shall notify Operator as soon as
possible following receipt of the dates of the Play-Off Period from the NHL.
Operator will not schedule an Event for any date reserved for Play-Off Games.

2.6.3 As soon as Team has been mathematically eliminated
from participating in the Play-off Games, Operator shall be free to release all
reserved dates and may schedule other Events on such dates.

2.6.4 If any Hockey Event shall be postponed, canceled or
rescheduled after Operator has reserved a date therefor or, if the Hockey
Season is extended or otherwise altered and no other Event has been previously
scheduled for such date(s), Operator shall reserve the date(s) for such Hockey
Event requested by Team. If a date requested by Team has been previously
scheduled for another Event, then Team may designate an alternate date for such
Hockey Events and Operator shall reserve such date(s) for the postponed,
canceled or rescheduled Hockey Event(s).

2.6.5 Subject to general availability and reserved not more
than thirty (30) days in advance, the Team shall also have the right to use the
Facility for marketing functions for its sponsors, public skating for fans, or
for a junior sports league or other marketing uses that Team may determine
provided the Team shall reimburse the direct expenses for such use.

2.7 Term of License. This License Agreement shall be effective
as a contract as of the date hereof, but the Team's right and obligation to use
the Facility, Team's duties and obligations hereunder, and therefore the
License Term, shall not begin until the License Commencement Date (although the
parties shall have vested rights as of the date hereof as outlined in this
Agreement) and, subject to termination and extension as herein provided, shall
end on the License Expiration Date. Within twenty (20) days after the License
Commencement Date, the parties shall confirm in writing the actual License
Commencement and License Expiration Dates, which confirmation shall be attached
hereto so as to become a part hereof. Within twenty (20) days after the
conclusion of any Abatement Period, the parties shall confirm in writing the
date of commencement and the date of conclusion of such Abatement Period and if
the duration of the Abatement Period was at least ninety (90) days, the License
Expiration Date shall be extended for the entire duration of the Abatement
Period. Each such confirmation shall be attached hereto so as to become a part
hereof. Within twenty (20) days after the Team's exercise of each of its
Extension Options, the parties shall confirm in writing the date of
commencement and the date of conclusion of such Extension Term and the extended
License Expiration Date.

2.8 Options to Extend. Provided that this Agreement has not
previously been terminated as provided herein and provided that the Team is
able to obtain and deliver to County an

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opinion of County's bond counsel for any tax-exempt Bonds (the "County's Bond
Counsel Opinion") stating that the Extension Term (or any Subsequent Extension
Term) will not adversely impact the tax-exempt status of such obligations, the
Team shall have the option and right (each an "Extension Option") to extend the
License Term, upon the terms and conditions set forth herein, for up to two (2)
additional terms (each an "Extension Term") of five (5) years each, commencing
on the initial License Expiration Date or the extended License Expiration Date,
subject to earlier termination as provided herein. The Team shall exercise
such Extension Option(s) by delivering written notice to Operator and County
not less than six (6) months nor more than eighteen (18) months prior to the
then current License Expiration Date. In addition to the foregoing, if Team
wishes to renew for additional five (5) year terms (each a "Subsequent
Extension Term"), then Team shall have the right to so extend provided Team
shall deliver County's Bond Counsel Opinion to County. The Team shall
exercise such Subsequent Extension Term by delivering written notice to
Operator and County not less than six (6) months nor more than eighteen (18)
months prior to the then current License Expiration Date.

2.9 Abatement. If the cause or the effect of an Abatement
Period prevents the playing of Hockey Events in the Facility, then during the
pendency of such Abatement Period, the Team shall not be required to play the
Home Games in the Facility and shall have no obligation to pay Rent or any
other sums payable by Team hereunder during the pendency of such Abatement
Period. Within thirty (30) days after the commencement of any Abatement
Period, the party claiming the right to abate any obligation hereunder due to
the cause of such Abatement Period shall notify the other party of such claim
and upon such notification may commence abating such obligation. If the party
receiving such notice disputes such claim, such dispute shall be submitted to
ADR pursuant to Article XX within ten (10) days after receipt of such notice.
Notwithstanding the foregoing, no Abatement Period shall relieve the Team from
its obligations under the Guaranty Agreement.

2.10 Condition of the Licensed Premises. The Team acknowledges
that the Arena shall be constructed in accordance with the Program Requirements
in the Development Agreement which, when determined, shall be attached to this
License Agreement. The Arena will be a state-of-the-art, multi-purpose sports
and entertainment facility, including related surface parking and
marshaling/loading areas, designed and constructed to support the occupancy of
a NHL hockey franchise and to host other sporting events, family shows,
concerts, and related events. The Arena will include approximately
750,000-850,000 square feet in at least three (3) public concourses, as well as
mechanical and service levels and may include appropriate amenities, such as
clubs, restaurants, sports bars, retail shops, and interactive game rooms among
other features. The Arena will be equipped with modern technological systems
for acoustics, utilities (including wiring all meeting spaces for television
broadcast and reception), seating configurations (including adjustable or
exchangeable systems designed to perfect the difference in sight lines for
hockey and other sports), event transition, food and beverage facilities, live
radio and television production and broadcast facilities and equipment,
loading/unloading, mechanical systems, lighting, video distribution, ice plant,
storage, furnishings, vertical transportation, environmental graphics and
signage, video display boards, scoreboards, exterior marquees, advertising
displays, sound

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distribution and other features designed to provide patron, employee and tenant
conveniences. The Arena will include the following approximate capacities for
General Seating and Premium Seating:

18,000 - 19,500 seats for hockey
19,000 - 21,500 seats for other sports
20,000 - 21,500 seats for concerts (assumes seating behind
the stage)

The Arena capacities listed above will include Premium Seating, the number of
which is currently unknown.

The Arena will include, without limitation, the following systems.
The lighting systems in the arena bowl shall be equipped with a dimming system
for simplicity and ease of covering and uncovering such lighting. The air
conditioning and heating systems and air flow patterns shall be designed to
have minimal effect on the ice surface. The Arena shall include the rink
floor, boards and ice surface of the best available construction; state-of-the
art bracketless glass systems (Crystaplex or some other substantially similar
system satisfactory to Team) surrounding the rink floor, plus replacement glass
and systems as reasonably requested; penalty box; directional signs and
markings; scorers' tables and chairs; press tables; player benches; dasher
boards meeting or surpassing all NHL specifications and including rotating
dashers if requested by Team; training rooms (not including equipment),
equipment room (not including equipment), storage room, laundry room (not
including equipment), whirlpools, players' lounge, spouse's lounge, a VIP room,
dressing rooms (equipped with a pool for player rehabilitation), locker room
facilities comparable in size and fit out in a manner customary with other
modern, state-of-the-art facilities housing NHL teams including a storage space
as part of its locker room area, diagnostic imaging room (not including
equipment); a cooling system; ice making equipment for the rink surface,
consisting of no less than 300 tons of ice plant capacity and all
state-of-the-art ice making and water purification systems; a Communication
System; radio and television booths adequately equipped and wired; press rooms;
two (2) state-of-the-art Zamboni-type ice cleaning and resurfacing machines;
and all other equipment and facilities as commonly provided by similar
facilities and required for the conduct of the Hockey Events in compliance with
NHL requirements and normally accepted NHL procedures in a manner consistent
with the Quality Arena Standard. The Team Locker Room shall include adequate
electrical connections and capacity for drying Team equipment.

2.11 Traffic Mitigation. The County hereby agrees to use its best
efforts, in conjunction with the State of Florida Department of Transportation
and the City of Sunrise, to mitigate any traffic related issues, so that
ingress and egress projections by the County's traffic engineers and other
transportation consultants are not in excess of the capacity of the roadways
and other transportation modes leading to and from the Project Site. For
purposes hereof, such "best efforts" means, without limitation, that the County
shall (i) contract for a professional traffic engineering study to assess
traffic impacts of the Facility and recommend roadway improvements for
mitigation and (ii) pursue implementation by the City of Sunrise, the County or
the State of Florida Department of Transportation of the recommended
improvements from appropriate funding sources other than general revenues of
the County.

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2.12 Termination. Notwithstanding any contrary provision hereof,
in the event negotiations with a general contractor hired by the Project
Developer result in a definitive determination (attested to in writing by the
Contractor) that the Project cannot be opened or be issued a certificate of
occupancy prior to commencement of the 1998-99 Panthers Hockey Season, then
the Team has the option to terminate this License Agreement; provided, however,
a written notice of such termination shall be delivered to the County not later
than June 1, 1996 (unless such date is extended by mutual agreement of the
Team, the Operator and the County) which shall be based solely on the
reasonable determination by the County and the Team that the Project cannot be
Substantially Completed prior to commencement of the 1998-99 Panthers Hockey
Season. This Agreement shall also terminate if the Development Agreement is
terminated pursuant to Sections 8.1 and 14.1 thereof (except as otherwise
expressly provided in such Section 14.1). In the event of a termination
pursuant to this provision, upon payment of any sums then owing hereunder by
either party to the other, whether because of a default hereunder or for
payment of their respective shares of pre-development costs, as provided in
Section 8.1 of the Development Agreement, the parties shall be released from
all future obligations hereunder but neither party shall be released from any
liability under the Development Agreement that has accrued pursuant to the
Development Agreement on or before the date of such termination.

A default by the Project Developer or the Operator pursuant to the
Operating Agreement which is not cured, or following a reasonable cure period
does not result in the replacement of the Project Developer or the Operator by
the County, shall not enable the Team to terminate this Agreement.

ARTICLE III

RENT, TEAM LOAN AND TEAM GUARANTEE

3.1 Rent. Subject to Abatement as provided in Section 2.9 hereof,
in consideration to be paid to Operator for the Team's license and right to
use the Facility as herein provided, the Team shall pay the Base Rent and the
Incentive Rent, if any, plus applicable sales taxes thereon. Team shall pay
the Rent, without deduction, offset, prior notice or demand regardless of
whether the County or Operator is in default hereunder or in the payment of
debt service on the Bonds or whether the Operator or County is in default
under the Operating Agreement. The Rent payable to the Operator shall be
deemed Facility Operating Revenue. All payments of Rent shall be in lawful
money of the United States of America in cash or other immediately available
funds.

3.2 Base Rent. The Team shall, on or before the first day of each
month during the Hockey Season prior to any Home Games being played, and
without notice, delay or the benefit of a grace period, remit the Base Rent,
which shall be an amount equal to the total number of Home Games scheduled for
said month times Seven Thousand Five Hundred Dollars ($7,500.00), plus all
applicable sales taxes. The Base Rent shall be paid to Operator irrespective
of the number of Hockey Tickets issued, sold or otherwise distributed.

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3.3 Seat Use Charge. Upon written notice to Team at least one
hundred eighty days prior to the commencement of a Hockey Season, Operator may
initiate, modify or change the Seat Use Charge. The Team shall collect and
deliver to Operator the Seat Use Charge monthly in arrears, on or before the
fifteenth (15th) day of each calendar month in respect of Home Games played at
the Facility during the preceding month.

3.4 Pass Through Expenses. The Team shall pay the Hockey Event
Staffing Expenses, up to the Pass Through Expenses Cap, on or before the
fifteenth (15th) day of each calendar month following receipt from Operator of
a statement outlining all such Hockey Event Staffing Expenses incurred in
respect of Home Games played at the Facility during the preceding month. The
Team shall also pay the Hockey Utility Reimbursable Expenses, up to the Pass
Through Expenses Cap, to Operator annually on or before the first day of the
second month following the end of each Fiscal Year during the License Term.
Team shall only be required to annually pay Operator an amount of Pass Through
Expenses equal to the Pass Through Expenses Cap. The Pass Through Expenses
payable to Operator by Team shall be the reimbursement of direct costs incurred
by Operator.

3.5 Incentive Rent. In recognition of Operator's opportunities to
procure and retain personnel with certain economies of scale, Operator shall be
entitled to receive, each year during the License Term, Incentive Rent, plus
applicable sales taxes, from Team on or before the first day of the second
month following the conclusion of the Fiscal Year. Incentive Rent shall be
calculated using the aggregate Ticket Receipts, Base Rent, and Pass Through
Expenses (up to the Pass Through Expenses Cap) incurred, paid or determined by
Team during the immediately preceding Fiscal Year.

3.6 Supplemental Rent In the event that Team determines that
certain capital or other infrastructure improvements at the Facility are
necessary for the prudent and efficient operation of the Facility, then Team
shall propose to Operator and County and the Board may, subject to the County's
credit standing and debt capacities, use diligent, good faith efforts to
facilitate the financing and construction of such improvements. The County
agrees, subject to necessary Board approvals from time to time, shall utilize
diligent, good faith efforts to secure such financing at the lowest cost of
capital, whether taxable or tax-exempt, and may at its option identify legally
available non-ad valorem revenue sources which could be contributed to assist
or enable the underwriting or credit enhancement of the financing. Upon
completion of such improvements, Team shall be obligated to pay supplemental
rent to the Operator and the Operator will include as an Incremental County
Preferred Revenue Allocation pursuant to the Operating Agreement, when
considered along with any other dedicated County sources, if any, (subject to
adjustment for certain federal income tax considerations relating to the Bonds)
in an amount equal to the annual debt service cost of financing such additions
or improvements amortized over the remainder of the License Term or such other
term as mutually agreed.

3.7 Team Loan to County for Debt Service. The Bonds, when issued,
will provide for Revenue payments to be made commencing with the first
scheduled Debt Service Payment Date and continuing semi-annually or quarterly
until the Bonds have been paid in full. The County

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wishes to assure itself that it has access to sufficient funds that, when
considered together with the Pledged Tax Receipts, will enable it to timely pay
amounts required under the Bonds. Accordingly, Team and County agree that,
provided the Pledged Tax Receipts are legally eligible to be used for the
purposes set forth in the Bonds then, upon ten (10) days prior written notice
or demand from the County, regardless of whether the County or Operator is in
default hereunder or is in default in the payment of debt service on the Bonds,
and regardless of whether the Operator or County is in default under the
Operating Agreement, the Team shall make, at County's request, a loan to the
County (the "Team Loan") as described below. County acknowledges and agrees
that Team shall have no obligation to make a Team Loan to County if a change,
revision or other amendment to the law or ordinance that authorize the
collection of the Pledged Tax Receipts or their use in connection with the
Project, is enacted. The Team Loan shall be an amount equal to the difference
between Pledged Tax Receipts received by County during the semi-annual period
beginning and ending six (6) months prior to the applicable Debt Service
Payment Date (the "Measuring Period") and $5 million. The Team Loan shall be
evidenced by a Promissory Note or other evidence of indebtedness satisfactory
to Team. The County shall only use the Team Loan to make debt service payments
required under the Bonds. Notwithstanding the above, Team shall have no
obligation to make a Team Loan to County if the cumulative Pledged Tax
Receipts, beginning with the first Measuring Period, exceed $5 million x the
number of previous Measuring Periods, plus the amounts of Team Loans repaid to
Team during such prior Measuring Periods. The County covenants and agrees that
the first use of all Pledged Tax Receipts received during the Measuring Period
in excess of $5 million, at such Debt Service Payment Date (the "Excess Pledged
Tax Receipts"), shall be used to repay the Team Loan(s), plus accrued interest
thereon at the Premium Rate. The County further covenants and agrees (i) that
it shall not take, use or apply any of these Excess Pledged Tax Receipts
received during the Measuring Term until the Team Loan(s), plus accrued
interest thereon, have been repaid in full and (ii) that County shall not
pledge the Excess Pledged Tax Receipts unless such pledge shall recognize that
the first use priority for the Excess Pledged Tax Receipts shall be to repay
the Team Loans plus accumulated interest. The Team Loans shall be repaid to
the Team from Excess Pledged Tax Receipts at any Debt Service Payment Date.
Team's obligation to make Team Loans shall terminate when the debt service on
the Bonds has been paid.

3.8 County Preferred Revenue Allocation. The Team shall execute
and deliver to the County a Guaranty Agreement at the time of execution of
this License, in substantially the form attached hereto as Exhibit 3.8. The
Guaranty Agreement shall evidence the covenants and agreements of the Team to
make Team Loans pursuant to Section 3.7 and shall guarantee the Operator's
obligation to pay the County Preferred Revenue Allocation to County pursuant to
the applicable provisions of the Operating Agreement. The Guaranty Agreement
and the Guaranty provided herein shall terminate upon the full payment
satisfaction of the debt service on the Bonds. The Guaranty Agreement shall
provide that if the Operator fails to make a County Preferred Revenue
Allocation to the County at least ten (10) days prior to the applicable Debt
Service Payment Date then the Team shall pay the County Preferred Revenue
Allocation to County within five (5) days prior to such Debt Service Payment
Date.

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3.9 Reduction of County Preferred Revenue Allocation. In the
event (i) Operator determines pursuant to the Operating Agreement to use the
cash proceeds received from the sale of personal seat licenses prior to the
Operations Start Date to prepay or redeem a portion of the Bonds to the extent
permitted under the Plan of Finance (attached as Exhibit C to the Development
Agreement), (ii) Project Developer develops the Project for an amount less than
the amount set forth in the Land Acquisition and Project Development Budget and
such amount is not used to make additional improvements to the Project or (iii)
Operator sells the rights to conduct Concessions at the Facility to a third
party and the Operator, Team and the County mutually determine to use the
proceeds of such sale to redeem or prepay a portion of the Bonds to the extent
permitted under the Plan of Finance, then, in any such events, the County
Preferred Revenue Allocation shall be reduced each year during the Term by an
amount equal to the amount that the collective amount of the foregoing
prepayments or redemptions serve to reduce the annual debt service payments on
the Bonds (the "County Preferred Revenue Allocation Reduction").

3.10 Team Spaces. In consideration of the Team's payment of Base
Rent and Incentive Rent, Team shall have the sole right to use and occupy the
Team Spaces for the License Term and any Extension Term.

ARTICLE IV

TEAM REVENUES, TEAM EXPENSES
AND REVENUE SHARING ARRANGEMENT

4.1 Team Revenues. The Team shall exclusively own and possess all
Ticket Receipts, Team Concession Revenues, revenues received in connection with
Sponsor Signs, sponsorship receipts including pay television, television and
radio broadcasting, promotional and or Team sponsorship fees received or
collected in connection with the conduct of Hockey Events, revenues from the
sale of Non-Consumable Concessions sold during Hockey Events and other items
sold at the Team Retail Store, and all of the distributions to Team of Net
Operating Income pursuant to the Revenue Sharing Arrangement.

4.2 The Team Retail Store. The Team Retail Store will be managed
and operated by the Team. All revenues from sales of Non-Consumable
Concessions in the Team Retail Store shall be sole and exclusive revenue of the
Team and shall not be deemed Facility Operating Revenue. The Team Retail Store
shall be open at such times as determined solely by Team and Operator, but the
Team Retail Store may be open at all times that a Hockey Event or any other
Event is conducted at the Facility. The Team Retail Store may be designated as
the exclusive vendor of certain Team or other sports related Non-Consumable
Concession items at the Facility which items shall be chosen by Team with
consultation of Operator.

4.3 Team Expenses. Other than maintenance, custodial and utility
expenses, which shall be a Facility Operating Expense, all expenses related to
operation of the Team Office Space and the

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Team Retail Store including personnel costs, and other costs of the Team's
office and retail store operation, shall be borne by the Team and shall not be
treated as a Facility Operating Expense. The expenses of operating the Team
Retail Store shall be borne solely by the Team from its own resources and the
Operator shall have no responsibility for payment for such expenses. All
personnel utilized for the Team Retail Store shall be personnel of the Team and
not the Operator. Team shall also be responsible for all other operating
expenses of the Team (that are not Facility Operating Expenses) including,
without limitation, salaries and employment benefits for Team players,
employees, contractors and agents, expenses for insurance that Team is required
to maintain pursuant to Article XIV and the Team's obligations under the
Guaranty Agreement.

4.4 Net Operating Income; Revenue Sharing Arrangement. The County
shall require the Operator in the Operating Agreement and Operator
affirmatively agrees to distribute the Net Operating Income for each Fiscal
Year due to the Team (or to Team's assigns pursuant to Section 12.1 hereof) and
to the County pursuant to the Revenue Sharing Arrangement no later than 90 days
following the end of such Fiscal Year. In making payments of Facility
Operating Revenue from the Operating Fund, Operator shall distribute such funds
in the order of priority and at such times as described in Section 5.3 of the
Operating Agreement. For purposes of this Agreement, the term Revenue Sharing
Arrangement means the agreement between County and Team to share the annual Net
Operating Income of the Facility throughout the License Term. The Revenue
Sharing Arrangement provides that the Operator shall distribute the first $14
million of annual Net Operating Income to Team and shall distribute all Net
Operating Income in excess of $14 million eighty percent (80%) to Team and
twenty (20%) to County. The Revenue Sharing Arrangement shall not be adjusted
for inflation. Any adjustment to the amounts of Net Operating Income
distributed to County or Team due to audit adjustments shall be distributed to
or collected from the County and Team by the Operator no later than 30 days
after final audited statements of the Team and the Operator are completed.

ARTICLE V

MANAGEMENT AND CONTROL,
MAINTENANCE AND EVENT STAFFING

5.1 Management and Control. The Operator shall be responsible
for the safety and security of the Facility at the Hockey Events including,
without limitation, the determination upon consultation of Team, of security
staffing levels and patterns, the inspection and approval of security measures
and the exclusion or ejection of persons or items in the interest of safety or
security. The Operator shall provide such security personnel for the Hockey
Events both within and outside the Facility as shall be necessary to maintain
and ensure public order and safety in and around the Facility, for the
successful and interruption-free operation of the Hockey Event and to protect
the parties and the users thereof. The Team shall comply with such reasonable
rules governing the security of the Facility as shall be established by the
Operator from time to time consistent with NHL requirements and the provisions
of this License Agreement. In the conduct of its management and

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operations of the Facility, Operator shall cooperate with Team to insure that
due consideration is given to Team's customer service goals and for receipt of
Team's input on all staffing and customer service matters. Operator shall
manage and operate the Facility at all times during Hockey Events in a manner
consistent with the Quality Arena Standard. Operator and County shall procure
for Team and for the Facility all of the police, traffic management, fire,
paramedic, ambulance, hazardous materials response team, and other services to
be provided by the City of Sunrise pursuant to the Sunrise Letter of Agreement.

5.2 Utilities and Maintenance. The County shall cause the
Operator to furnish all water, heat, air-conditioning, electricity, gas,
telephone, janitorial and other services and utilities necessary for the
operation of the Facility, for the conduct, in comfort, of the Hockey Events,
Practice Sessions and for other related Team uses of the Facility as provided
herein and in a manner consistent with Quality Arena Standard. The electricity
for the Facility shall be sufficient to light the Arena with the degree of
illumination required for color televising and broadcast of the Hockey Events
and shall at all times be sufficient, in the Team's reasonable view, to permit
the Team to fully enjoy all of the Team's other uses permitted under this
License Agreement. Notwithstanding the above, neither Operator nor County
shall be responsible for an interruption of utility services that is beyond
their control. Operator will provide cleaning services necessary to clean and
maintain the Licensed Premises in a manner consistent with the Quality Arena
Standard for all Hockey Events and other Permitted Uses. The County shall
cause the Operator to furnish, operate and maintain in good, clean order,
condition and repair the Facility and its fixtures, machinery, equipment,
improvements and other components including, without limitation, all plumbing,
heating, air-conditioning, electrical and gas connections and systems; the
Communication System; the Common Area; the Premium Seating and all regular
seating; the rink floor and the remainder of the Licensed Premises, the Team
Spaces, so that the Facility shall be in a condition ready for each Hockey
Event, Practice Session or other related Team use as provided herein in a
manner consistent with the Quality Arena Standard. Neither Team nor Operator
nor County shall diminish or eliminate any of the facilities or equipment
required for the Hockey Events without the Team's prior written consent other
than in replacing furniture, fixtures and equipment which is damaged or
obsolete. In performance of its maintenance duties, the Operator shall make
such replacements, repairs and renovations of the Facility and its equipment
(excluding Team Equipment) as is required so that the Facility (including
inside the Arena and the outside Arena landscaped areas) shall be in good,
clean order, condition and repair in compliance with the Quality Arena Standard
and with NHL and applicable governmental regulations, requirements and
standards reasonable wear and tear excepted. The Team shall provide the
Operator with any changes in the NHL requirements or procedures as adopted.
County shall implement the terms of the Sunrise Letter of Agreement and cause
the City of Sunrise to provide Team and the Facility with all of the water,
sewer and natural gas utilities referred to in such agreement.

5.3 Condition of Arena on Day of Hockey Events and Practice
Sessions. On the day of each Hockey Event, except as provided in Section 2.1
of this License Agreement, Operator shall provide the Licensed Premises in a
condition consistent with Quality Arena Standard for Team's use for the conduct
of Hockey Events. Specifically, but not by way of limitation, this obligation

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includes: the furnishing of the ice playing surface in Quality Arena Standard
condition and meeting all NHL requirements on the day of such Hockey Event for
purposes of allowing Team and the visiting teams to conduct Warm-Up Sessions;
the furnishing in good operating order, condition and repair on the day of each
Hockey Event in a condition consistent with Quality Arena Standard of all
required goals and backup goals, nets, lines and striping, dasherboards;
protective glass systems, photographers booth(s), time keeper booth(s), player
penalty boxes, on-ice officials box, goal judge boxes, goal lights, two (2)
Zambonis, adequate signs and markers, team benches, tables and chairs, line
marking, complete and effective lighting system, Communication Systems, phone
hookup from each bench on ice level to respective coaches and assistant
coaches, radio and television booths, and all other special equipment and
facilities then necessary or desirable for the performance of the Hockey Event.
Operator shall provide for each Practice Session those facilities and equipment
necessary or desirable therefor in accordance with Quality Arena Standards.

5.4 Staffing for Hockey Events. At its expense, the Team shall
employ the players, officials, timers, scorekeepers, scoreboard operators,
public address announcer and other persons directly engaged in the conduct of
the Hockey Events. The Operator shall furnish trained employees sufficient for
the operation and maintenance of the Facility for the Hockey Events including
an event coordinator, parking lot attendants, plumbers, electricians,
carpenters, maintenance crew and supervisors qualified to operate the Facility
and its equipment which expenses shall be Facility Operating Expenses. The
County shall provide in the Operating Agreement that all necessary functions
for the staffing and operation of the Facility, its facilities and equipment,
shall be properly performed by the Operator so that the Hockey Events may be
conducted with adequate protection of the interests of the parties and of the
public and in a manner consistent with the Quality Arena Standard. The
Operator shall also employ Event Staff (ticket sellers, ticket takers, ushers,
first aid attendants, security personnel, janitors, cleaning personnel and
other personnel) in such number and with such qualifications as the Team may
require for the conduct of Hockey Events consistent with NHL requirements and
procedures and in a manner consistent with the Quality Arena Standard. In
meeting the Quality Arena Standard, Operator shall consult with Team on all
issues relating to staffing levels and composition during Hockey Events and
during times of other Team uses of the Facility. Team shall be able to
establish reasonable grooming, dressing and cleanliness standards for Hockey
Event Staff and other Operator employees who will have contact with Hockey
Ticket holders, Team guests and patrons during Hockey Events. The Team shall
have the right to require Operator to implement certain customer service,
security and hospitality training of Hockey Event Staff that meets the Team's
goals and in order to meet customer service, security and hospitality
consistent with the Quality Arena Standard. All Event Staff that Operator is
required to provide for Hockey Events pursuant to this Section 5.4 shall be
known as Hockey Events Staffing. Team shall reimburse Operator for the Hockey
Event Staffing Expenses as provided in Section 3.4 hereof.

5.5 Ice Making. Operator agrees that, upon at least twenty-four
(24) hours advance notice and subject to scheduling of other Events at the
Facility, Team may require that Operator remove the existing ice surface at no
cost to Team if such surface shall not meet any NHL requirement or any Hockey
Rules. In addition, Team may require Operator to remove and replace the ice
surface,

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at no cost to Team, up to three (3) times per Hockey Season, such replacement
to occur at Operator's earliest opportunity.

ARTICLE VI

CONCESSIONS

6.1 Operation of Concessions. The Operator, itself or through its
Concessionaires, shall diligently operate all Concessions operations at the
Facility (except for the Team Retail Store which will be exclusively operated
by Team or its designee) in a manner consistent with the Quality Arena
Standard. In order to conduct the sale of Concessions, the Operator shall
self-operate the concessions or contract with third party Concessionaires,
provided that the Team shall have the right to approve the parties and terms of
any third party agreements to be entered into by Operator for the conduct of
the sale of Concessions. Furthermore, in order to maintain the operation of
Concessions in a manner consistent with the Quality Arena Standard, the
Operator shall insure that all employees engaged in the sales of Concessions to
Facility patrons shall participate in quarterly customer service training
programs (for which the Team shall be able to provide input as to the
organization and substance of same) staged by the Operator, a Concessionaire or
third party. Operator agrees that it shall not enter into a Concession
Agreement that obligates Operator to sell certain name brand Consumable and
Non-Consumable Concession items at the Hockey Events without the prior written
approval of Team.

6.2 Consumable Concessions. Subject to the designation of products
by the Team as hereafter provided, the Operator shall determine the kind and
quality of Consumable Concessions and shall directly employ the sales personnel
or contract with third parties for sale of same. The Team and Operator shall
designate the menu, name brands and prices of Consumable Concession products to
be sold at the Hockey Events including the rights for beverage pouring rights,
but all such products shall be (a) in compliance with all contracts existing at
the time of such product designation among the Operator, its Concessionaires
and the producers or manufacturers of concession products sold at the Facility;
and (b) consistent with NHL requirements. Unless otherwise addressed in the
Operating Agreement or in this License Agreement, Concession Revenue from the
sale of Consumable Concessions shall be Facility Operating Revenues.

6.3 Non-Consumable Concessions.

6.3.1 Designation of Non-Consumable Concessionaires. In
the conduct of Non-Consumable Concessions at the Facility, Operator shall
self-operate or contract with third party Concessionaire or the Team to operate
Non-Consumable Concessions at the Facility for all or some Events (including
Hockey Events) in order to provide customer service and quality merchandise
acceptable to the Team and consistent with the Quality Arena Standard. The
concession contract will set forth the duties and responsibilities of the
Concessionaire applicable to the operation of the Concession.

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6.3.2 Team Input. The Team, in consultation with the
Operator, shall determine the kind, quality, quantity and pricing of
Non-Consumable Concessions to be sold at Hockey Events. The number and size of
the fixed locations, in addition to the Team Retail Store, where such products
may be sold within the Facility shall be established by mutual agreement of the
Operator and the Team and shown on the Design Development Documents, consistent
with the Quality Arena Standard. Non-Consumable Concessions products shall be
(a) in compliance with all contracts existing at the time of such product
designation among the Operator, its Concessionaires and the producers or
manufacturers of Non-Consumable Concessions sold in the Facility; and (b)
consistent with NHL requirements.

6.3.3 Non-Consumable Concession Revenue. All Concession
Revenues from sales of Non-Consumable Concessions during Hockey Events shall be
Team Revenue. All revenues from sales of Non-Consumable Concessions in the
Team Retail Store, regardless of when made, shall be Team Revenue except that
revenue from sales of Non-Consumable Concession merchandise received at the
Team Retail Store on consignment from the user of the Facility or from Operator
shall be Facility Operating Revenue to the extent provided in the use agreement
for such Event or to the extent provided in the consignment agreement.

ARTICLE VII

ADVERTISING

7.1 Marketing, Advertising, Promotion. Operator shall have the
exclusive right to post, exhibit or display any Advertising at the Facility and
the revenue received by Operator in connection with the sale, lease or license
of Advertising shall be Facility Operating Revenue. The marketing, promotion,
pricing and sale of Advertising shall be determined and executed initially by
the Project Developer and the Team, and after the Operations Start Date (as
defined in the Operating Agreement) jointly by the Operator and the Team. In
recognition of Team as primary user of the Facility, Operator shall enter into
a to-be-negotiated joint marketing/advertising agreement (the "Facility
Advertising Agreement") with Team to provide Team with significant input and
participation in the marketing and promotion of Advertising and in connection
with the sale or license of Advertising at the Facility. Operator agrees that
it shall not enter into any agreement for the sale or license of Advertising
which provides for the grant of exclusive rights for a specific advertising
category in the Facility unless Team shall consent to such sale, grant or
license and unless such sale, grant or license complies with the provisions of
the Facility Advertising Agreement. In the Facility Advertising Agreement,
Team and Operator shall agree to a procedure to resolve any potential conflicts
which may arise in the sale of Advertising and Sponsor Signs at the Facility.
Operator acknowledges that Team has the exclusive right to sell Sponsor Signs
and that Operator may not sell or license any Advertising in locations
identified as exclusive areas for Sponsor Signs. Advertising shall not include
any advertising or promotional opportunities provided pursuant to NHL league
sponsorship agreements and no revenue received by the Team pursuant or

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attributable to NHL league sponsorships shall be deemed Facility Operating
Revenue but shall be Team revenue.

7.2 Sponsor Signs. Team shall have the exclusive right to sell,
grant or license the placement of Sponsor Signs in the following locations
(and, except as may be sold by Team, no Advertising shall be located) on the
ice hockey playing surface, penalty boxes, dasher boards, player benches, on
Team and trainer equipment and visiting team and trainer equipment, in the
press room and other media areas, on the rink glass systems, on the Zambonis,
on the Hockey Tickets, on Hockey Event Staff, on the video matrix or electronic
score boards (for display or distribution of video or audio messages during
Hockey Events) on scoreboard streamers, in Team publications and printed
material, on Team blimps that operate inside of the Facility, on the signage
provided to the Project by the City of Sunrise pursuant to the Sunrise Letter
of Agreement and on all other marketing venues and opportunities created by
Team inside of the Facility (such opportunities may be created by the Team's
utilization of new technologies) during Hockey Events. The Team shall control,
bear all expenses and retain all of the revenue from Sponsor Signs. Sponsor
Signs shall be of such number, size, material and finish consistent with the
Quality Arena Standard. At the reasonable request of Operator, Sponsor Signs
shall be covered during other Events at the Facility. To the extent provided
in the Facility Advertising Agreement, Advertising shall not violate the
exclusivity or other restrictions of the Sponsor Signs. Operator shall have no
right or obligation to sell Sponsor Signs; however, if Operator, in its sales
of Advertising, shall learn of any Person that wishes to purchase a Sponsor
Sign, then Operator shall promptly forward such sales opportunity to Team. In
the event that Team has not sold or licensed Sponsor Signs on the dasherboards
during Hockey Events, then Team agrees that it shall promptly notify County and
make available such unsold dasherboard space for tourism promotion and
advertising use at user's sole production cost for as long as such dasherboard
shall remain unsold or unlicensed. All revenue from such sales of Sponsor
Signs shall be exclusively Team Revenue.

7.3 Naming Rights. The Team acknowledges that the Operator may
sell, license or grant the right to name some or all of the Facility, including
naming Facility concourses, the rink or any part of the Facility, subject to
NHL regulations and, pursuant to the terms of the Operating Agreement.
Operator shall be free to sell, license or grant the Naming Rights on such
commercially viable terms and conditions and at such consideration as Operator
and Team shall determine at any time after the date hereof. The consideration
to be received in connection with the sale, license or grant of Naming Rights
may include barter or trade consideration, up to a maximum of twenty percent
(20%) of the aggregate value of Naming Rights consideration. In any Fiscal
Year, Team shall be entitled to receive fifty percent (50%) of the actual
barter consideration received by Operator in respect of the sale, license or
grant of Naming Rights. However, under no circumstance shall such use of
barter reduce the revenue recognition by the Operator to the Project, except to
the extent attributable to Team Revenues earned in connection with such barter
transaction. All of the other revenues (including the remaining barter
consideration) attributable to such Naming Rights that accrue either prior to
the License Commencement Date or following the License Commencement Date shall
be Facility Operating Revenue. Operator shall consult with Team prior to
concluding any such sale, license or grant of Naming Rights in an effort to
avoid conflicts with Team sponsors and

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with licensees of Sponsors Signs and in order to maximize revenues from such
sales or licenses of Naming Rights and in order to permit the Team to market
Sponsor Signs to the Naming Rights purchaser, licensee or grantee.

7.4 Team Name, Logo and Schedule. Operator shall prominently
display Team's name, logo and schedule in areas around the Facility. The size,
location and appearance of such displays shall be developed and mutually agreed
upon by Team and Operator. In no event shall display of any other tenant be
more prominent in size, appearance or frequency than that of Team.

7.5 Tourism Promotion Spots/Tag Line. Team agrees that during any
regular season broadcasts of Team hockey games controlled by Team (exclusive of
game broadcasts controlled by NHL and/or by the visiting team) Team shall make
available from its unsold inventory, if any, a 30 second spot during each game
for promotion of tourism in Broward County, Florida.

ARTICLE VIII

RADIO AND TELEVISION BROADCASTS
AND OTHER DISTRIBUTIONS

8.1 Radio and Television Distribution. The Team and/or the NHL
shall have the exclusive right to control and to receive the revenue from all
radio, television and other media broadcasts, reproductions and transmittals of
the pictures, descriptions and accounts of the Hockey Events, and all other
activities of the Team and the visiting teams incidental to Hockey Events and
Other Hockey Events in the Facility permitted by this License Agreement
regardless of the nature of the technology or the medium and whether
distributed locally, nationally or otherwise. This Section 8.1 shall include,
without limitation, cable television, over the air pay television, multipoint
and multichannel multipoint distribution system television, direct broadcast
satellite television, subscription television, direct broadcast satellite
television, subscription television, master antenna and satellite antenna
television and lower power television, closed circuit television, internet
distribution and any other technology now or hereafter developed. Team will
determine the rates charged for radio and television hook-ups by television or
radio trucks or other distribution facilities for all Hockey Events at the
Facility (which rates may change as frequently as Team may determine and shall
be comparable to the rates charged Team at other NHL Arenas). All such hook-up
fee revenues shall be Facility Operating Revenue.

8.2 Broadcast Revenues. All revenue attributable to radio and
television broadcasts or other distributions of hockey games of the kind
described in Section 8.1 shall be Team Revenue and/or NHL revenue.

8.3 Public Areas. Operator shall ensure that the Restaurant Area,
Interactive Area, Team Locker Room, private club, and other public meeting
areas as set forth in the Construction Documents attached to the Development
Agreement or as reasonably designated by Team in the

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Program Requirements, shall be wired or otherwise equipped with radio and
television distribution inputs and outputs for receipt and transmission of
radio and television distribution.

ARTICLE IX

PARKING

9.1 Parking. The Operator shall control, bear all expenses and
collect all revenue from the use of the Arena Parking as Facility Operating
Revenue and shall establish parking charges and collect parking revenue in such
manner as the Operator may determine. The County will provide in the Operating
Agreement that the Operator shall not rent or otherwise commit the Arena
Parking in advance to other uses during the Hockey Events. Operator shall
provide Team at no charge with exclusive use of on-site parking spaces in
reasonably close proximity to the Arena at all times during the License Term
for use by Team employees, players, coaches and staff ("Team Parking") in
accordance and consistent with the Quality Arena Standard. In addition,
Operator shall also provide Team with non-exclusive use of parking spaces for
use by patrons of the Team Retail Store. Such use shall be at no charge to the
patron except that patrons shall be charged customary parking fees during
Hockey Events. These parking spaces can be utilized by Team employees and
players without charge. Operator shall designate spaces of Arena Parking as
exclusive for the use of Premium Seat Licensees which spaces shall be located
among the closest parking spaces to the Arena. Operator shall implement or
cause to be implemented any reasonable Team service, grooming and dress
standards for parking attendants and valet operators.

ARTICLE X

TICKETS, PREMIUM SEATING

10.1 Hockey Tickets. The Team shall control the pricing, the
advertising of and on, and the distribution of the Hockey Tickets for the Home
Games and shall receive all revenue from the sale of Hockey Tickets for General
Seating for the Home Games, issued either directly by the Team or through
agencies or other designees authorized by the Team. Team shall be responsible
for issuing all Hockey Tickets for Home Games to Premium Seating Licensees
without charge other than the fees charged pursuant to any Premium Seating
License. Neither the County nor the Operator shall issue Hockey Tickets or
authorize anyone else to do so. No person shall be admitted to a Home Game
without a valid Hockey Ticket. During Hockey Events, the Arena scorers' table,
ice surface, press room and other designated media areas shall be under the
exclusive control of the Team which shall issue all credentials for Hockey
Events and other Hockey Tickets therefor.

10.2 Premium Seating. The Operator and Team shall mutually control
the marketing promotion, pricing, sale and licensing of Premium Seating at the
Facility. Team shall be responsible for issuing all Hockey Tickets for Home
Games to Premium Seating Licensees without charge other

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than the fees charged pursuant to any Premium Seating License. Notwithstanding
the above, the Hockey Tickets distributed to Premium Seating Licensees shall be
valued for purposes of applicable sales taxes at no more than the average
prices charged for Hockey Tickets for General Seating (except for Play Off
Games when Hockey Tickets will be valued at the average Hockey Ticket price for
such Play Off Games). All revenues from the sale and licensing of Premium
Seating shall be Facility Operating Revenue and all expenses incurred in
connection with the marketing, promotion, sale and licensing of Premium Seating
shall be a Facility Operating Expense. The Operator shall provide a separate
means of access for Premium Seating Licensees at Hockey Events which shall be
more convenient than the access provided for General Seating and shall provide
such maintenance, services and support to the Premium Seating areas as is at
least consistent with the Quality Arena Standard.

10.3 Tourism Promotion Ticket Purchase. Team shall make available
for purchase for tourism promotion in Broward County, Florida up to fifty (50)
General Seating Tickets for each Hockey Event at the Facility. If requests
have not been exercised to purchase such Tickets at least one (1) week prior
to the scheduled date of such Hockey Event then Team shall have no further
obligation to reserve such Tickets and Team shall be free to sell such Tickets.

ARTICLE XI

RECORDS, AUDITS

11.1 Team Records. The Team shall maintain full, true and complete
books and records of all transactions upon which all Rent and other sums
payable hereunder are computed. On the 15th day of each calendar month
following a month in which Home Games were played in the Facility, the Team
shall provide the Operator with a copy of the official Ticket Receipts
statements or other manifests provided to the NHL for the Home Games played
during the preceding month. Within 120 days after each Hockey Season during
the License Term, Operator's independent auditor shall have reasonable access
to necessary records in order to review, certify, and audit the Ticket Receipts
(and any other sums collected by the Team on behalf of the Operator) to insure
compliance with the terms of this License Agreement. If the audit report
discloses an overpayment or underpayment of Rent, then within 15 days following
the issuance of the audit report, the Team shall pay to the Operator, or the
Operator shall refund to the Team, the applicable underpayment or overpayment.
The County acknowledges that certain Team records or information examined or
obtained hereunder by the County via the Operator is considered "Trade Secret
Information" pursuant to F.S. 815.045 and that any such information is
proprietary, and expressly made confidential and exempt from the public records
law. The County acknowledges and agrees that disclosure of any such Trade
Secret Information to another person would negatively impact the business
interests of the Team in the marketplace. County further covenants and agrees
that at all times during the Term and any Extension Term, County shall (i) hold
the Trade Secret Information in confidence and refrain from disclosing the
Trade Secret Information or transmitting any Trade Secret Information to any
other Person; (ii) use the Trade Secret Information solely in connection with
this License Agreement and

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for no other purpose; and (iii) take all precautions necessary to ensure that
Trade Secret Information shall not be, or be permitted to be, shown, copied or
disclosed to third parties, without the prior consent of Team. The County
further covenants and agrees to notify Team if it receives a request for
disclosure so that Team may vigorously defend any claims or disputes arising
from efforts by others to cause such Trade Secret Information to be disclosed
as a public record. The County further agrees to amend this Agreement as
necessary to further protect Trade Secret Information.

11.2 Facility Records. The Operator shall maintain full, true and
complete books and records with respect to the operations of the Facility and
the calculation of Net Operation Income in accordance with generally accepted
accounting principles and shall keep such records for three (3) years after the
Fiscal Year to which they pertain. Operator shall timely provide Team with the
Financial Reports required pursuant to and at such times required by Section
7.3 of the Operating Agreement. Within 60 days after each Fiscal Year, the
Operator shall provide the Team a certified audit of Facility operations for
such Fiscal Year conducted in accordance with generally accepted accounting
standards by a nationally recognized accounting firm chosen by Operator. The
audit shall be conducted for the benefit of the parties and the cost of which
shall be a Facility Operating Expense. The Team or its attorneys or
accountants, shall be entitled to inspect the books and records of the
Facility, at the offices of the Operator at reasonable times upon forty eight
(48) hours notice. At its expense, the Team may annually conduct an audit of
the books and records of the Facility. After thirty (30) days written notice
by the Team, Operator shall provide or make available to the Team, all books
and records requested by Team, to conduct such audit. If either audit reveals
an overpayment or underpayment of the Net Operating Income distributed to Team,
then Operator shall either pay or collect from Team the underpayment or the
overpayment, as the case may be, within thirty (30) days. In the event of a
discrepancy between such audits the auditing firms shall reconcile such
discrepancy and inform the parties of their results.

ARTICLE XII

ASSIGNMENT

12.1 Right to Assignment. Except as provided in Section 17.1 the
Team shall have the right to assign this License Agreement in connection with
the sale of its Franchise (or in connection with the sale of the general
partner and/or majority of partnership interests of the Team) in compliance
with NHL requirements (the Team shall provide the County and Operator with a
copy of the transfer application at the time it is submitted to the NHL) and
shall have the right to assign this License Agreement to a Public Entity
Assignee in compliance with NHL requirements. Any transferee or purchaser of
the Team's Franchise or the Public Entity Assignee shall expressly assume all
of the obligations of the Team under this License Agreement. The Team shall
require the transferee or the Public Entity Assignee to execute an Assignment
and Assumption Agreement in such form and content as is reasonably acceptable
to the County and Operator. Any such transfer shall conform to the terms and
restrictions of the Operating Agreement and this License Agreement. Except for
the foregoing, the Team shall not assign or transfer its rights or interest in
this License

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Agreement without the prior written consent of County and Operator, which
consent may not be unreasonably withheld or delayed except that Team shall have
the right to assign some or all of its share of Net Operating Income to an
Affiliate. Upon any transfer pursuant to this Article XII, the transferor
shall be released from all of its obligations under this License Agreement,
including Team's obligation of the Guaranty Agreements, except for accrued and
unpaid obligations.

ARTICLE XIII

TEAM EQUIPMENT; ADDITIONS AND ALTERATIONS

13.1 Team Equipment; Additions. At its expense, the Team may place
such Team Equipment in the home team locker room of the Facility as is
necessary for the conduct of the Home Games and the other Permitted Uses to the
Team hereunder. The Team Equipment shall be the property of the Team and may
be removed at any time the Team is not in default hereunder.

The Team shall not make Additions to the Facility with a total cost in
excess of $100,000.00 without the County's prior written consent, such consent
not to be unreasonably withheld or delayed. In seeking County's consent, Team
shall provide County and Operator with notice, construction plans and
specifications of the Additions as well the schedule of construction in order
to avoid conflicts with other Events at the Facility. As a condition to such
consent, Operator and County shall have the opportunity to review such plans
(provided Operator and County do not unreasonably delay) and may impose such
reasonable requirements as it may deem necessary including, without limitation,
the posting of appropriate bonds prior to the commencement of any such
construction. Upon installation, the Additions shall become a part of the
Facility and the property of the County. The Team shall keep the Facility free
from, and shall indemnify the Operator and County with respect to, all Liens
incurred or permitted by the Team in installing the Team Equipment or
constructing Additions. If within 60 days following the filing or other
assertion of any such Lien, the Team does not cause such Lien to be released in
a manner satisfactory to the County (such as by posting a bond or other
acceptable security), the County shall have the right but not the obligation to
cause the Lien to be released by any means the County deems proper including,
without limitation, payment of the Lien. All reasonable sums paid and expenses
(together with interest thereon from the date incurred until paid at the
Premium Rate) incurred by the County in connection therewith including, without
limitation, attorneys' fees and costs, shall be payable by the Team upon demand
by the County. Team shall provide Operator and County with a copy of the "as
built" construction plans and specifications for such Additions.

Notwithstanding the foregoing, Team may make (i) Additions with total
cost less than $100,000.00, and (ii) interior, nonstructural alterations,
installations, decorations, additions and improvements to the Licensed Premises
including changes to plumbing, fixtures, and to electrical systems which are
minor in nature such as switches, cables, outlets and fixtures, or other
apparatus of like nature without the consent of Operator or County. All such
Additions or changes, including

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the preparation of plans, specifications and engineering reports prepared
therefor, shall be done at Team's sole cost and expense, shall be done in a
good and workmanlike manner, free of all material defects, shall not weaken or
impair the structural strength of the Arena or fundamentally affect the
character or suitability of the Arena for use as a hockey arena, shall be in
compliance with all applicable laws, orders, regulations and requirements of
all Governmental Authorities and boards of fire underwriters having
jurisdiction thereover and shall be done in a manner as to not unreasonably
interfere with the operation of the Arena. Team shall provide Operator with
timely notice of and a schedule of such Additions and shall provide Operator
and County with a copy a copy of the "as built" construction plans and
specifications for such Additions and/or such other changes and a copy of any
permits required for such construction.

ARTICLE XIV

INSURANCE

14.1 Team Insurance. At its expense, the Team shall procure and
maintain during the License Term in full force and effect, the following
insurance coverages and limits of such coverages:

14.1.1 Commercial General Liability Insurance. Commercial
general liability insurance with a broad form general liability endorsement
which shall provide coverage against claims for personal injury, bodily injury,
death and property damage arising from the Team's occupancy or use of the
Facility and the Licensed Premises, or use by any of the Team's respective
invitees, employees, agents, independent contractors or any other person acting
for the Team or under its control or direction. The policy shall have minimum
limits of liability of $1,000,000 combined single limit each occurrence for
injury to one person or damage to property (no aggregate), and $9,000,000
umbrella coverages (each occurrence). The general liability insurance shall
also insure Team's obligations under Section 15.1 hereof. Such insurance shall
be maintained in full force and effect during the License Term. The insurance
policy shall name the County, the Operator, and their respective employees,
agents, independent contractors or any other person acting for the County or
the Operator or under their respective control or direction, as additional
insureds.

14.1.2 Property Insurance. Insurance on an "all risk" basis
providing coverage against damage and destruction of the Team Equipment and
Additions in the amount of the replacement value of such Team Equipment and
Additions with customary deductibles and co-insurance.

14.1.3 Workers' Compensation and Employer's Liability
Insurance. Workers compensation for its employees in accordance with the laws
of the State of Florida and employers liability insurance, with limits of not
less than $1,000,000 each accident, $1,000,000 disease each employee and
$1,000,000 disease policy aggregate.

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14.2 Operator's Insurance. The Operator shall procure and maintain
during the License Term, the insurance required by the Operating Agreement (the
Operator's Insurance"). The Operator Insurance shall insure Operator's and
County's obligations under Section 15.2 hereof. No amendment of the Operator
Agreement shall relieve Operator of its obligations to provide the Operator's
Insurance as set forth in the Operating Agreement on the date hereof.

14.3 Insurance Provisions. All insurance required by this Article
XIV shall be by valid and enforceable policies issued by insurance companies
rated not lower than A XII in Best's Rating Guide (most current edition) and
authorized to do business in Florida. The policies of insurance required of
each party shall be endorsed: (a) to provide that the coverage shall not be
invalid due to any act or omission of the other party or the County or their
respective agents or employees; (b) to name the County and the other party as
additional insureds; (c) to be primary over any insurance maintained by the
other party or the County, so that such insurance shall respond on a primary
basis to claims or incidents arising from the insuring party's rights, and
duties under this License Agreement and the use or occupancy of the Facility
and the Licensed Premises; and (d) to provide that the waiver of recovery
(subrogation) set forth hereafter shall not invalidate or have any adverse
effect on the insuring agreements or liability of the insurer under the policy.
The insurance companies issuing such insurance shall agree to notify the other
parties in writing of any cancellation, alteration or nonrenewal of the policy
at least sixty (60) days prior thereto. Within ten (10) days prior to the
License Commencement Date and thereafter before a policy period expires, each
party shall deliver to the other party certificates evidencing the insurance
coverage required herein. If either party fails to obtain the insurance or to
deliver a certificate thereof to the other party as herein required, the other
party shall be entitled but without obligation to obtain the insurance coverage
at the defaulting party's expense. The Operator and the Team shall not be
liable one to the other or to any insurance company (by way of subrogation or
otherwise) insuring any party hereto for any loss or damage to property or
injury to persons, or any resulting loss of income, or losses under workers'
compensation laws and benefits, even though such loss or damage might have been
occasioned by the negligence of such party, or their respective agents or
employees, if any such loss or damage is covered (or could have been covered
under the insurance policies required to be maintained hereunder) by insurance
benefiting the party suffering such loss or damage; provided, however, that any
limitation on the Operator's or the Team's liability pursuant to the preceding
sentence shall only be to the extent of available insurance proceeds.

ARTICLE XV

INDEMNIFICATION

15.1 Indemnification of Operator and County. Team shall defend,
indemnify and hold harmless Operator, County and their respective elected
officials or partners (as the case may be), agents, officers and employees
(collectively, "Operator and County Indemnitees") from and against any and all
demands, losses, judgments, damages, suits, claims, actions, liabilities and
expenses (including, without limitation, all attorneys fees and expenses), in
law or in equity, of every kind and

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nature whatsoever, for bodily injury, death or damage to property, which any
Operator and County Indemnitees may suffer or sustain or which may be asserted
or instituted against any of the Operator and County Indemnitees resulting
from, arising out of or in connection with (except to the extent caused by
Operator or County's gross negligence or wilful misconduct with respect to any
injury to or death of any individual person or with respect to damage to or
destruction of property) (i) injury to or death of any individual person
(including players and other Team employees) or damage to or destruction of
property caused by Team's use or occupancy of the Team Spaces, (or any portion
thereof), including without limitation, the conduct or management of its
business in the Team Spaces, and the negligence or wilful misconduct of Team in
connection with the use by Team of the Licensed Premises for Hockey Events,
Warm-Up Session and Practice Sessions, (ii) Team's use of the Team Spaces
and/or the Licensed Premises in violation of this License Agreement; (iii) the
breach by Team of any warranty, representation or covenant made in this License
Agreement by Team; (iv) any violation of any copyright, patent, service mark,
trade name or trademark by Team; (v) the sale, disposition or other exercise of
the television or radio broadcasting or pay television distribution rights; and
(vi) the violation of the Hockey Rules by Team.

15.2 Indemnification of Team. Operator and County shall defend,
indemnify and hold harmless Team, its agents, directors, partners, the
shareholders of the Team's general partner, officers and employees
(collectively "Team Indemnitees") from and against any and all demands, losses,
judgments, damages, suits, claims, actions, liabilities and expenses,
(including without limitation, all attorneys fees and expenses) in law or in
equity, of every kind and nature whatsoever, for bodily injury, death or
damage to property, which any Team Indemnitees may suffer or sustain, or which
may be asserted or instituted against any of the Team Indemnitees, resulting
from, arising out of or in connection with (except to the extent caused by
Team's gross negligence or wilful misconduct with respect to any injury to or
death of any individual person, or with respect to damage to or destruction of
property) (i) injury to or death of any individual person or damage to or
destruction of property arising from County's and Operator's ownership,
construction, use, operation, maintenance or occupancy of the Facility (or any
portion thereof) including, without limitation, the conduct or management of
any business or activity in any portions of the Facility, except for Team's use
or occupancy of the Team Spaces, including the conduct of Team's business in
the Team Spaces by Team and/or Team's partners, officers, employees, agents and
independent contractors; (ii) County's and Operator's use or occupancy of the
Team Spaces, the Licensed Premises (or any portion thereof or of the Facility)
in violation of this License Agreement; (iii) the breach by County or Operator
of any its warranties, representations or covenants made in this License
Agreement; (iv) the use or operation of any of the equipment in the Facility;
(v) any violation of any copyright, patent, service mark, trade name or
trademark by County or Operator; (vi) any violation of the Hockey Rules by
County or Operator; (vii) and in respect of County only, all environmental
liabilities arising out of, in connection with, or relating to any
environmental condition of the Facility, even if discovered after the License
Term expires, unless such environmental condition was caused by Team
Indemnitees; (viii) the performance of any labor or services or the furnishing
of any materials or other property in respect to the Facility and/or any part
thereof except for such services or materials furnished or provided by Team and
(ix) any acts or omissions of any Operator and County Indemnitees.
Notwithstanding the above, the Team

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acknowledges that County's obligations to indemnify shall be limited to the
extent of County's insurance and subject to the limitations provided by law.

ARTICLE XVI

DAMAGE OR DESTRUCTION
CONDEMNATION

16.1 Operator. If during the License Term, the Facility, the
Licensed Premises or any other part of the Arena shall be damaged by fire or
other casualty, regardless of the cause, Operator shall repair and restore the
Facility to its previous condition with reasonable dispatch, subject to the
receipt of adequate insurance proceeds; and this License Agreement shall
continue in effect without reduction in the Rent or diminution of the other
obligations of the Team hereunder (except as provided in Section 16.4). All
such restoration shall be in accordance with the requirements of the Operating
Agreement (the applicable provisions of which as of this date are incorporated
herein and no amendment thereof shall be effective hereunder or binding upon
the Team without the Team's prior written consent). Operator shall use all
reasonable efforts to effect such repairs and/or reconstruction in a manner
that will not unreasonably interfere with Team's occupancy, but shall not be
required to make such repairs and/or reconstruction only during non-business
hours.

16.2 Team. In the event of any damage or destruction of the Team
Equipment or to the Additions caused by the negligence or willful acts of the
Team, its employees or agents, this License Agreement shall continue in effect
without any diminution of the obligations of the Team hereunder and the Team
may elect whether not to replace or restore such damage or destruction. The
Team waives the right to terminate this License Agreement or to discontinue the
payment of Rent as the result of any damage or destruction of the Team
Equipment, Additions or of the Facility

16.3 County and Operator. In the event of any damage or
destruction of the Team Equipment or the Additions caused by the negligence or
willful acts of the County or Operator, or its employees or agents, the County
and Operator promptly shall repair such damage or destruction or replace the
damaged or destroyed Team Equipment or Additions and this License Agreement
shall continue in effect without reduction in the Rent or diminution of the
other obligations of the Team hereunder.

16.4 Fees Abatement. If the damage, Taking or the restoration
process described in Sections 16.1 and 16.5 causes the Arena Parking to be
inadequate or the Arena, the Licensed Premises or the Facility to fail to meet
governmental or NHL requirements and as a result prevents or materially
interferes with the playing of the Home Games in the Facility, then until the
Facility has been restored as described in Section 16.1, the Team shall not be
required to play the Home Games in the Facility and the Team shall have no
obligation to pay Operator the Rent.

16.5 Condemnation. If all or part of the Facility is taken by
right of eminent domain, with or without litigation, or transferred in lieu of
or under threat of such action (collectively a "Taking"

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or is "Taken"), the County promptly shall restore the Facility as provided in
the Operating Agreement (the applicable provisions of which as of this date are
incorporated herein and no amendment thereof shall be effective hereunder or
binding upon the Team without the Team's prior written consent) and this
License Agreement shall continue in effect without reduction in the Rent
(except as provided in Section 16.4). All restoration shall be in accordance
with the requirements of the Operating Agreement. Notwithstanding the
foregoing, if pursuant to the Operating Agreement, the County fails to restore,
or if the County elects to restore but fails to commit or to complete
restoration within the times required by the Operating Agreement, then the Team
shall be deemed a third party beneficiary of the Operating Agreement and the
Team may enforce County's obligations to restore the Facility or, at Team's
election, this License Agreement may be terminated by the Team as provided in
the Operating Agreement. If this License is so terminated, the Team shall not
be entitled to the rebate of any Rent or the reimbursement of any other prior
payments made or expenses incurred hereunder or in connection herewith which
relate to the period prior to the Taking. Upon payment of all sums then owing
hereunder by either party to the other, the parties shall be released from all
future liability hereunder but neither party shall be released from any
liability that has accrued on or before the date of such termination.
Notwithstanding the foregoing or any provision of the Operating Agreement, the
County covenants, warrants, represents, and agrees that it shall not at any
time during the License Term initiate, engage in, undertake, attempt or pursue
either singly or in combinations with any other Governmental Authority a
condemnation proceeding by right of eminent domain of any portion of the
Facility, the Arena or the Licensed Premises.

ARTICLE XVII

COVENANTS

17.1 Use Covenant; Non-Relocation. As additional consideration for
the County's willingness to execute and deliver this License Agreement, the
Team specifically covenants and agrees that from the License Commencement Date
and continuing until the License Expiration Date, the Team shall play its Home
Games only at the Facility and shall not play any of its Home Games at any
other location. Team shall also be deemed to violate this Non-Relocation
Covenant if Team shall execute a binding and enforceable contract to play its
Home Games at another location.

All obligations of the Team to play its Home Games at the Facility
pursuant to this Section 17.1 shall be suspended during any Abatement Period,
the cause of which prevents the playing of Hockey Events in the Facility and/or
prevents the attendance by the public at such games.

17.2 No Interference. The County, the Operator and the Team shall
not interfere, and shall not permit interference in the operation of the
Facility which causes the Facility to be unavailable for uses permitted by the
Operating Agreement or this License Agreement. In the event of a dispute
regarding the unavailability of the Facility, such dispute shall be submitted
to ADR; provided, however, that neither the requirement to utilize nor the
pendency of ADR shall in any way preclude or limit each party's opportunity to
seek any interim equitable remedy appropriate to the circumstances.

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17.3 Negative Pledge. Except as specifically provided hereunder,
the Team hereby pledges to the County and the Operator not to play any of the
Team's Home Games at any location other than the Facility.

17.4 Specific Performance.

Notwithstanding any of the foregoing, Team acknowledges that the
Hockey Games played by the Team are unique and played with particular skill
such that there is no substitute therefor. Based on the foregoing, the Team
acknowledges that the damages suffered by the County for a breach of any of the
covenants in Sections 17.1 and 17.3 cannot be estimated with any degree of
certainty and that the monetary damages cannot fairly and adequately compensate
the County for a breach of said covenants; therefore, the Team agrees that the
County shall have the right, in addition to any other applicable rights or
remedies, to compel the Team to comply with the aforesaid covenants by
appropriate specific performance, injunctive or equitable proceedings. The
Team agrees to be subject to the jurisdiction of any competent Federal or State
court of equity located in Broward County, Florida.

Additionally, any provision of law or this License Agreement to the
contrary notwithstanding, the parties acknowledge and agree that if the County,
the Operator or the Team were to fail to observe or to perform any of the
material provisions in this License Agreement including, without limitation,
Section 17.2 above, the award of damages arising from such breach would not be
an adequate remedy, in that the subject matter of this License Agreement is
unique, and the breach of such obligations create irreparable harm incapable of
calculation by monetary damages. Therefore, the parties acknowledge and agree
that each party has the absolute right to specific performance, any other
injunctive relief, or any other Court order to enforce the covenants and
obligations undertaken under this License Agreement; and notwithstanding any
other provision in this License Agreement or any Related Agreement, no cure
period provided for in this License Agreement or any Related Agreement shall be
a condition to the right to obtain such specific performance, other injunctive
relief or any court order enforcing performance of the provisions of Section
17.2.

The Team, the County and the Operator hereby waive any and all
requirements that the other parties post any security or collateral which may
be otherwise required or stipulated as a condition for such party to obtain
specific performance injunctive or equitable relief.

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ARTICLE XVIII

REPRESENTATIONS, WARRANTIES AND COVENANTS

18.1 Team's Representations Warranties and Covenants.

18.1.1 Organization. The Team is a limited partnership duly
organized and validly existing under the laws of the State of Florida; and Team
has all requisite power and authority to enter into this License Agreement.

18.1.2 Authorization; No Violation. The execution, delivery
and performance by the Team of this License Agreement have been duly authorized
by all necessary action and will not violate its partnership agreement, the NHL
Constitution or bylaws or any written rule, regulation or policy of the NHL, or
result in the breach of or constitute a default under any loan or credit
agreement, or other material agreement to which the Team is a party or by which
the Team or its material assets may be bound or affected; this License
Agreement has been duly executed and delivered by the Team and this License
Agreement and the documents referred to herein constitute valid and binding
obligations of the Team.

18.1.3 Litigation. No suit is pending against or affects
the Team which could have a material adverse effect upon the Team's performance
under this License Agreement or the financial condition or business of the
Team. There are no outstanding judgements against the Team which would have a
material adverse affect upon its assets, properties or franchises.

18.1.4 No Conflicts. This License Agreement is not
prohibited by and does not conflict with any other agreements, instruments,
judgements or decrees to which the Team is a party or is otherwise subject.

18.1.5 No Violation of Laws. The Team has received no
notice as of the date of this License Agreement asserting any noncompliance in
any material respect by the Team with applicable statutes, rules and
regulations of the United States of America, the State of Florida, or of any
other state or municipality or agency having jurisdiction over and with respect
to the transactions contemplated in and by this Agreement; and the Team is not
in default with respect to any judgment, order, injunction or decree of any
court, administrative agency, or other governmental authority which is in any
respect material to the transactions contemplated hereby.

18.2 Operator's Representations, Warranties and Covenants.

18.2.1 Organization. The Operator is a limited partnership
duly organized and validly existing under the laws of the State of Florida;
Operator has all requisite power and authority to enter into this License
Agreement, and to grant the License to Team as provided herein.

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18.2.2 Authorization; No Violation. The execution, delivery
and performance by the Operator of this License Agreement have been duly
authorized by all necessary action and will not violate its partnership
agreement, or result in the breach of or constitute a default under any loan or
credit agreement, or other material agreement to which the Operator is a party
or by which the Operator or its material assets may be bound or affected; this
License Agreement has been duly executed and delivered by the Operator and this
License Agreement and the documents referred to herein constitute valid and
binding obligations of the Operator.

18.2.3 Litigation. No suit is pending against or affects
the Operator which could have a material adverse effect upon the Operator's
performance under this License Agreement or the financial condition or business
of the Operator. There are no outstanding judgments against the Operator which
would have a material adverse affect upon its assets or properties.

18.2.4 No Conflicts. This License Agreement is not
prohibited by and does not conflict with any other agreements, instruments,
judgments or decrees to which the Operator is a party or is otherwise subject.

18.2.5 No Violation of Laws. The Operator has received no
notice as of the date of this License Agreement asserting any noncompliance in
any material respect by the Operator with applicable statutes, rules and
regulations of the United States of America, the State of Florida, or of any
other state or municipality or agency having jurisdiction over and with respect
to the transactions contemplated in and by this License Agreement; and the
Operator is not in default with respect to any judgment, order, injunction or
decree of any court, administrative agency, or other governmental authority
which is in any respect material to the transactions contemplated hereby.

18.3 County's Representations Warranties and Covenants.

18.3.1 Organization. The County is a public body
corporation and politic and a political subdivision of the State of Florida and
it has all requisite power and authority to enter into this License Agreement.

18.3.2 Authorization, Enforceability. The execution,
delivery and performance by the County of this License Agreement are within the
power of the County and have been duly authorized by all necessary action and
will not violate its charter or result in the breach of any material agreement
to which the County is a party; this License Agreement has been duly executed
and delivered by the County and this License Agreement and the documents
referred to herein constitute valid and binding obligations of the County.

18.3.3 Litigation. No suit is pending against or affects
the County which could have a material adverse effect upon the County's
performance under this License Agreement.

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18.3.4 No Conflicts. This License Agreement is not
prohibited by and does not conflict with any other agreements, instruments,
judgments or decrees to which the County is a party or is otherwise subject.

18.3.5 Non-Competition. The County reasserts, reconfirms
and incorporates herein its covenants and agreements regarding non-competition
set forth in the Operating Agreement, and all subdivisions thereof, and agrees
that such covenants shall inure to the benefit of Team in the same manner and
to the same extent as if made directly to and for the Team as well as the
Operator.

18.3.6 No Violation of Laws. The County has received no
notice as of the date of this License Agreement asserting any noncompliance in
any material respect by the County with applicable statutes, rules and
regulations of the United States of America, the State of Florida or any agency
having jurisdiction over and with respect to the transactions contemplated in
and by this License Agreement; and the County is not in default with respect to
any judgment, order, injunction or decree of any court, administrative agency,
or other governmental authority which is in any respect material to the
transactions contemplated hereby.

18.4 Mutual Covenants.

18.4.1 Additional Documents and Approval. The County, the
Operator and the Team shall, whenever and as often as each shall be reasonably
requested to do so by the other parties, execute or cause to be executed any
further documents, including such reasonable documents or reasonable changes in
documents, take any further actions and grant any further approvals as may be
necessary or expedient in order to consummate the transactions provided for
herein, and to carry out the purpose and intent of this License Agreement and
each of the Related Agreements.

18.4.2 Good Faith. In exercising its rights and fulfilling
its obligations under this License Agreement and each of the Related
Agreements, the County, the Operator and the Team shall act in good faith.
Each party acknowledges that this License Agreement and all Related Agreements
contemplate cooperation between the Team, the Operator and the County. Each
party further acknowledges that the terms and conditions of this License
Agreement and the Related Agreements have been negotiated on the basis of
certain projections and assumptions, including the assumption that the County,
the Operator and the Team will, among other purposes, act to advance, and not
unreasonably interfere with, the public purposes to be served by the Facility,
including the use of the Facility as a sports facility and, subject to the
License, the terms and prior uses granted herein and the terms of the Operating
Agreement, as a convention center, concert hall, and arena, as contemplated
under the applicable provisions of Section 196.012(6) Florida Statutes.

18.4.3 Cooperation. The County, the Operator and the Team
agree to contest any challenge to the validity, authorization and
enforceability of this License Agreement ("Challenge"), whether asserted by a
taxpayer or any Person. The County, the Operator and the Team shall strive in
good faith to defend any such Challenge. If the Challenge occurs during the
construction and development period of the Development Agreement, one half of
the costs of contesting the

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Challenge shall be paid by the Team, upon written notice and demand for payment
from the County itemizing such costs; the remaining one half of the costs shall
be borne by the County. If the Challenge occurs after the License Commencement
Date, the costs of contesting the Challenge shall be treated as a Facility
Operating Expense and shall be payable from Facility Operating Revenue.
However, if the nature of any Challenge (whether prior to or following the
License Commencement Date) is to the effect that the County has acted
improperly or unlawfully in executing this Agreement, then the County shall pay
all of the costs incurred by the parties in contesting this Challenge. The
County, the Operator and the Team each shall take all ministerial actions and
proceedings necessary or appropriate to remedy any apparent invalidity, lack or
defect in authorization, or illegality, or to cure any other defect, which has
been asserted or threatened.

18.4.4 NBA Team Tenant. The parties agree that in the event
that a member club of the National Basketball Association ("NBA") determines at
some time after the date of this License Agreement that it wishes to become a
tenant or licensee of the Facility then the parties hereto agree that they
shall negotiate an amendment to certain terms of this License Agreement in a
manner that will permit such prospective tenant or licensee to use the Arena
and the Facility as its "home" facility. County shall participate in any such
negotiating of a license agreement with an NBA team and shall be the party
executing the license agreement. Notwithstanding the foregoing, the lease or
license for such NBA team need not be on the same economic terms as Team has
under this License Agreement. Team shall continue to enjoy all of its benefits
hereunder as "primary tenant" including but not limited to its Hockey Event
scheduling priority, its exclusive rights to possess the Team Areas and its
rights concerning Concessions, Marketing, Advertising and Parking.

18.4.5 Refinancing. Team, County and Operator further
covenant and agree that Team shall have the right to request the refinancing,
refunding or other action with respect to lowering the payments on account of
the Bonds if any such action will result in the reduction of amounts payable on
account of the Bonds with the result of lowering the County Preferred Revenue
Allocation by the amount of such reduction. Upon Team's request, County and
Operator agree that they shall promptly initiate and cooperate with Team in any
such transaction as long as such transaction is in conformance with existing
tax law and the County's then existing policy and further provided that such
refinancing shall not negatively affect County's financial benefits under the
Related Agreements.

18.5 Mutual Cooperation. The parties contemplate that some portion
of the Bonds will be issued on a tax exempt basis and that when issued the
Bonds may contain covenants relating to the tax exempt aspects which may be
contrary to the terms of this License Agreement. Accordingly, the parties
covenant and agree to cooperate in good faith to amend this License Agreement
as necessary to comply with the Bond covenants relating to such tax-exempt
aspects and requirements.

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ARTICLE XIX

DEFAULT AND REMEDIES

19.1 Team Default. If (a) the Team fails to pay when due the Rent
or Supplemental Rent and any other sums payable to the Operator hereunder and
such failure is not cured within ten (10) days after receipt of written notice
from the Operator; (b) the Team fails to make any Team Loan when required to do
so or defaults under its obligations pursuant to the Guaranty Agreement; (c)
the Team violates the provisions of Article XVII; or (d) the Team fails to
observe or perform any of the other material provisions hereof and such failure
is not cured within 30 days after receipt of written notice from the Operator
(or such longer period as is necessary for the Team to cure the failure within
a reasonable time in the exercise of due diligence), then in any of such
events, the Team shall be in default hereof. In respect of the matters recited
in subsections (b) and (c) in this Section, Team shall receive notice of, and
shall cure such failure or violation within ten (10) days. In the event of a
default by the Team, at its option, subject to the requirement to comply with
Article XX, where applicable, the Operator may: (i) recover all damages and
losses provided by law or equity (except for consequential damages); or (ii)
exercise any other right or remedy at law or in equity including the right of
specific performance; however, the County and Operator hereby waive any right
they may have to terminate this License Agreement upon a Team Default. In
addition, the Operator shall have the right, but not the obligation, to render
the performance required to cure a default by the Team and to charge the Team
with all reasonable costs, expenses and reasonable attorneys fees (including
attorneys fees at trial and appellate level) incurred in connection therewith
together with interest thereon from the date incurred until paid at the Premium
Rate. Subject to the requirement to comply with Article XX, no remedy
conferred herein upon the Operator shall be considered exclusive of any other
remedy but shall be cumulative and in addition to all other lawful remedies.
Article XX shall not be applicable to the payment and performance obligations
of the Team in subsections (a) through (c) above or to the rights of specific
performance under Article XVII. Notwithstanding the above, no party under this
License Agreement shall be liable to any other party for consequential damages.

19.2 Team Bankruptcy or Attachment. If any of the following shall
have occurred:

(a) The Team shall have commenced any case, proceeding or
other action (a) under the Federal Bankruptcy Code,
as amended from time to time, or under any other
existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have
an order for relief entered with respect to the Team,
seeking to adjudicate the Team a bankrupt or
insolvent, or seeking reorganization, arrangement,
adjustments, winding-up, liquidation, dissolution,
discharge, composition or other relief with respect
to the Team or the debts of the Team or (b) seeking
appointment of a receiver, custodian or other similar
official for the Team for all or any substantial part
of the assets of the Team, or the

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Team shall make a general assignment for the benefit
of the creditors of the Team; or

(b) There shall be commenced against the Team any case,
proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or
similar process against all or any substantial part
of the assets of the Team which results in the entry
of an order for any such relief which shall not have
been vacated, discharged or stayed or bonded pending
appeal within one hundred twenty (120) days from the
entry thereof;

then in such event, in addition to the other remedies for default authorized
herein or by law, then, the Operator shall be entitled to the appointment of a
receiver for the assets of the Team.

In the event Operator unreasonably elects not to exercise its rights
pursuant to this Article, the County, upon thirty (30) days written notice to
Operator following the Operator's failure to so exercise, may elect to exercise
such rights on behalf of Operator, provided that the Operator has not exercised
such rights prior to the expiration of such thirty (30) day period.

19.3 County or Operator Default. If (a) the County or Operator
shall fail to observe or perform any of their respective duties and obligations
under this License Agreement and such failure is not cured within 30 days after
notice by the Team to the County or the Operator, as the case may be, (or such
longer period as is necessary for the County or Operator to cure the failure
within a reasonable time in the exercise of due diligence), then in any such
event, following resort to the procedures set forth in Article XX, where
applicable, the Team may: (i) recover all damages and losses at law or in
equity; (ii) exercise any other right or remedy at law or in equity including
the right of specific performance; however, the Team hereby waives any right it
may have to terminate this License Agreement upon a County or Operator Default
(except as provided in Section 16.5); or (iii) effect a cure on the County's or
Operator's behalf and all reasonable costs and expenses so incurred by the Team
together with interest at the Premium Rate shall be due and payable by the
County or Operator, as the case may be, on demand by the Team. Subject to the
requirement to comply with Article XX, no remedy conferred herein upon the Team
shall be considered exclusive of any other remedy but shall be cumulative and
in addition all other lawful remedies.

19.4 Remedies are Cumulative. In the event of any breach by any
party of any of the covenants, agreements, terms or conditions contained in
this Agreement, in addition to any and all other rights provided herein and
except as otherwise waived herein, the parties shall be entitled to invoke any
right and remedy allowed at law or in equity or by statute or otherwise for
such breach as though other remedies were not provided for in this Agreement.

19.5 Termination Waiver. Notwithstanding and prevailing over any
contrary provision hereof, it is intended that this License Agreement shall not
be subject to termination (except as provided in Sections 2.12 and 16.5)
whether because of a default or otherwise. As to all other events

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and circumstances, each of the parties waives its right to terminate this
License Agreement albeit each party shall have the other rights and remedies
set forth in this License Agreement.

ARTICLE XX

DISPUTE RESOLUTION

20.1 Dispute Resolution. In the event of any default, breach or
other dispute between the parties in connection with this License Agreement
(collectively, the "Dispute"), other than a breach by the Team of its
respective covenants in Section 17.1 and Section 17.2 to which this dispute
resolution procedure is not applicable, the parties shall comply with the
following procedures (all of which shall collectively be referred to as "ADR"):
Within seven (7) Business Days after written request (the "Request") by either
party, the parties promptly shall hold an initial meeting to attempt in good
faith to negotiate a settlement of the Dispute. No Request concerning a
Dispute may be made at any time after two (2) years following the occurrence of
the event giving rise to the Dispute. If within ten (10) days after the
Request, the parties have not negotiated a settlement of the Dispute, the
parties jointly shall appoint a mutually acceptable neutral person who is not
affiliated with any of the parties or the County (the "Neutral"). If the
parties are unable to agree upon the appointment of the Neutral within fourteen
(14) days after the Request, either party may request the American Arbitration
Association or its successor ("AAA") to select the Neutral or may cause both
parties to submit to any procedures of AAA to select the Neutral, including
without limitation the selection of AAA as the Neutral. In order to resolve
the Dispute, the parties shall develop a non-binding alternative dispute
resolution procedure such as mediation or facilitation (the "Mediation") with
the assistance of the Neutral. The Neutral shall make the decision as to how,
when and where the Mediation will be conducted if the parties have been unable
to agree on such matters by the earlier of seven (7) Business Days after the
appointment of the Neutral or twenty-one (21) days after the Request. The
parties shall participate in good faith in the Mediation to its conclusion. If
the parties resolve their Dispute through their own negotiations or in the
Mediation, the resolution shall be reduced to the form of a written settlement
agreement which shall be binding upon both parties and shall preclude any
litigation with respect to such Dispute. If the parties have not resolved the
Dispute through the Mediation within sixty (60) days after the Request, then at
any time thereafter and prior to resolution of the Dispute by the Mediation,
upon written demand by either party, the Mediation shall cease and the Dispute
shall be submitted to arbitration (the "Arbitration") for resolution by an
arbitrator or a panel of arbitrators whose number shall be determined and who
shall be selected and shall conduct the Arbitration in accordance with the
rules of AAA. If the Arbitration results in a determination by the
arbitrator(s) that an Event of Default has occurred, the provisions of this
Article, shall govern the damages and other remedies as limited by the
provisions of this License Agreement which may be implemented or ordered by the
arbitrator(s). Neither the requirement to utilize nor the pendency of any ADR
procedures shall in any way invalidate any notices or extend any cure periods
applicable to an Event of Default. Except as expressly provided to the
contrary in this Article or in Article XVII or elsewhere herein, these ADR
procedures require that the parties use these ADR procedures exclusively rather
than litigation as a means of resolving

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their disputes hereunder or to determine the consequences of an Event of
Default and the implementation of the remedies therefor. Notwithstanding any
other provision of this Article to the contrary, in the event either party may
wish to seek interim relief, whether affirmative or prohibitive, in the form of
a temporary restraining order or preliminary injunction or other interim
equitable relief concerning a Dispute, including without limitation declaratory
relief, provisional remedies, special action relief, stay proceedings in
connection with special action relief and any similar relief of an interim
nature, either before beginning the ADR procedures or at any point in the ADR
procedures concerning such Dispute, such party may initiate the appropriate
litigation to obtain such relief ("Equitable Litigation"). Nothing herein
shall be construed to suspend or terminate the obligation of both parties
promptly to proceed with the ADR procedures to completion while such litigation
and any appeal therefrom is pending. Notwithstanding any contrary provisions
of the Florida Rules of Civil Procedure or Rule 65(a)(2) of the Federal Rules
of Civil Procedure as either rule currently exists or may be amended, the
parties agree there shall be no consolidation of any hearing for preliminary
injunction in the Equitable Litigation with a trial of an action for permanent
injunction on the same matter. Regardless of whether such interim relief is
granted or denied or such Equitable Litigation is pending or any appeal is
taken from the grant or denial of such relief, at all times the parties shall
diligently proceed to complete the ADR procedures, except as provided in
Article XVII. Any interim or appellate relief granted in such Equitable
Litigation shall remain in effect until, and only until, the ADR procedures
concerning the Dispute that is the subject of such Equitable Litigation result
in a settlement agreement or the issuance of an Arbitration award. Such
written settlement agreement or award shall be the final determination on the
merits of the Dispute (including but not limited to any equitable relief and
monetary damages but excluding any award of attorneys' fees in the Equitable
Litigation), shall supersede and nullify any decision in the Equitable
Litigation on such merits and shall preclude any subsequent litigation on such
merits, notwithstanding any determination to the contrary in connection with
any Equitable Litigation granting or denying interim relief or any appeal
therefrom. The parties agree that any Disputes which arise out of such a
written settlement agreement or award during the term of this License Agreement
shall be resolved exclusively by the procedures set forth in this Article,
provided that either party may institute legal proceedings in a court of
competent jurisdiction to enforce judgment upon an Arbitration award in
accordance with applicable law. The fees and costs of the Neutral and AAA in
the Mediation shall be borne equally by the parties to such mediation;
provided, however, that the prevailing party in Arbitration shall be entitled
to recover from the other party's own assets, and not from Facility Operating
Revenue, in addition to any other remedy, reimbursement for any costs of such
proceeding, reasonable attorneys' fees, reasonable costs of investigation and
any other expenses incurred in connection with the Arbitration or the
Mediation. Any such recovered costs and expenses in such Arbitration shall not
be included as Facility Operating Expenses or paid from Facility Operating
Revenue.

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ARTICLE XXI

MISCELLANEOUS

21.1 Ad Valorem Tax Imposition. It is acknowledged by the parties
that the parties have based their projections and assumptions as to sharing of
Net Operating Income, described herein, on the basis that there will be no levy
of County, City, school district, water management district or any other form
of ad valorem taxes on the Facility or its operations, by reason of exemption
from ad valorem taxes set forth in Sections 196.199(2) and 196.012(6) Florida
Statutes. Accordingly, if County, City, school district, water management
district or any other form of ad valorem taxes are subsequently assessed
against the Facility or its operations, and after contest of such taxes through
such efforts as Team or Operator shall deem sufficient to determine that such
taxes are declared validly assessed against the Facility or its operations,
then this License Agreement and the Operating Agreement shall be amended in the
following manner:

(a) The County and City of Sunrise, Florida portion of
said ad valorem taxes (paid by the Operator in respect of the Facility) will
constitute an Operator credit against the County Preferred Revenue Allocation
(and a credit against any obligation of the Team under the Guaranty Agreement,
if applicable), and accordingly the County Preferred Revenue Allocation shall
be reduced in that and subsequent Fiscal Years by an amount equal to such
County and City ad valorem taxes based on the November discounted amount (as if
such taxes were paid in November, regardless of when paid), plus interest
thereon from the November date at the Premium Rate;

(b) The School District and the water management district
portion of said ad valorem taxes will constitute an Operator credit against the
County Preferred Revenue Allocation (and a credit against any obligation of the
Team under the Guaranty Agreement, if applicable) and accordingly the County
Preferred Revenue Allocation in that Fiscal Year and to the extent necessary to
provide credit to Team, in subsequent Fiscal Years, shall be reduced by an
amount equal to the School District and water management district portion of
the ad valorem taxes based on the November discounted amount, plus interest
thereon at the Premium Rate.

The parties agree to execute the required amendments to this License
Agreement, when and if required, to effectuate the contingent events set forth
in this Section.

21.2 Exclusive Taxes. If, in the future, the County imposes any
form of tax or special assessments, which is exclusively imposed or levied on
the Facility that will be assessed on Hockey Tickets, or tickets to other
Events, Concessions, parking, Rent or other revenue streams of the Facility or
its tenants or licensees including the Team or the Operator, then the County
Preferred Revenue Allocation in that Fiscal Year and to the extent necessary to
provide proper credit to Team, in subsequent Fiscal Years, shall be reduced by
an amount equal to the aggregate amount of exclusively imposed taxes plus
interest thereon at the Premium Rate from the date when paid. For purposes of
this License Agreement, an "exclusively imposed or levied tax" shall mean any
tax that

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generates more than twenty percent (20%) of its composite collections from the
Facility and/or the operations at the Facility.

The parties agree to execute the required amendments to this License
Agreement, when and if required, to effectuate the contingent events set forth
in this Section.

21.3 Relationship. Neither of the parties hereto, or their
respective employees, agents, contractors and guests, shall be considered
employees or agents of either of the other parties or to have been authorized
hereby to incur any expense on behalf of either of the other parties or to act
for or to bind either of the other parties or the Facility. Neither the Team,
the Operator nor the County shall be liable for any acts, omissions or
negligence on the part of the other party, its employees or agents, resulting
in either personal injury or property damages. Neither the Operator, the
County nor the Team shall be construed to be either partners or joint venturers
in the operation of the Facility or the conduct of the Team. The relationship
created hereby is solely that of licensor-licensee, not that of landlord-tenant
and the Team has no possessory or other interest or estate in the Facility
other than the right to use it as provided in this License Agreement.

21.4 Subordination. This License Agreement and Team's rights and
benefits hereunder shall not be subordinate to any encumbrance by County.
Team's use and possession of the Licensed Premises and its rights and benefits
hereunder shall not be diminished, damaged or subordinate to or on account of,
any encumbrance.

21.5 Assurance. The County and the Operator covenant that if, and
so long as, the Team keeps and performs the material provisions of this License
Agreement, the Team shall peacefully and quietly enjoy its rights under this
License Agreement with respect to the Facility, as such rights are defined, set
forth and limited by this License Agreement and the Operating Agreement,
without hindrance or interference by the County or by any other person lawfully
claiming the same by, through or under the County.

21.6 Force Majeure. Except as provided herein, failure in
performance by either party hereunder shall not be deemed an Event of Default,
and the nonoccurrence of any condition hereunder shall not give rise to any
right otherwise provided herein, when such failure or nonoccurrence is due to
war; insurrection; strikes; lock-outs; riots; floods; windstorms; fires;
casualties; acts of God (other than adverse, but non-severe, weather conditions
to the extent normally encountered in Sunrise, Florida area and/or impacts
thereof); acts of the public enemy; epidemics; quarantine restrictions; freight
embargos; lack of transportation; governmental restrictions; the enactment,
imposition or modification of any applicable law which occurs after the date of
this Agreement and which prohibits or materially interferes with the use of the
Facility; inability (when both parties are faultless) of any contractor,
subcontractor or supplier; acts or the failure to act, of any public or
governmental agency or entity or any other causes beyond the control and
without the fault of the party claiming an extension of time to perform. An
extension of time for any such cause shall be limited to the period of delay
due to such cause, which period shall be deemed to commence from the time of
the commencement of the cause; provided, however, that if notice by the party

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claiming such extension is sent to the other party more than 60 days after the
commencement of the cause, the period shall be deemed to commence 60 days prior
to the giving of such notice. The period of delay due to any such cause shall
be an Abatement Period and subject to the provisions of Section 16.4. Times of
performance under this Agreement may also be extended as mutually agreed upon
in writing by the County, the Operator and the Team. However, failure to agree
to a proposed extension of time for performance shall not be deemed grounds for
delay or failure to timely cure a default hereunder.

21.7 Notices. All notices and other communications pursuant to
this License Agreement shall be in writing to the County, the Operator or to
the Team, as applicable, and shall be deemed properly given upon delivery
thereto, or refusal of delivery, if sent by personal delivery, overnight
courier service with guaranteed next day delivery, or by certified United
States mail, postage prepaid, return receipt requested, addressed as follows:

AS TO THE COUNTY:
COUNTY REPRESENTATIVE:

County Administrator
Broward County, Florida
115 S. Andrews Avenue, Room 409
Ft. Lauderdale, Florida 33301

with copy to:

Director, Department of Finance
and Administrative Services
Broward County
115 S. Andrews Avenue, Room 121
Fort Lauderdale, Florida 33301

with copy to:

County Attorney
Broward County
115 S. Andrews Avenue, Room 423
Fort Lauderdale, Florida 33301

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AS TO THE TEAM:
TEAM REPRESENTATIVE:
Florida Panthers Hockey Club, Ltd.
100 Northeast Third Avenue
Tenth Floor
Fort Lauderdale, Florida 33301

AS TO THE OPERATOR:
OPERATOR REPRESENTATIVE:
Arena Operating Company, Ltd.
c/o Huizenga Holdings, Inc.
Sixth Floor
200 S. Andrews Avenue
Fort Lauderdale, Florida 33301

With a copy to: Leisure Management International
11 Greenway Plaza, Suite 3000
Houston, Texas 77046
Attention: President

With a copy to: Akerman, Senterfitt & Eidson, P.A.
One S.E. 3rd Avenue, 28th Floor
Miami, Florida 33131-1704

Each party may by notice to the other specify a different address for
subsequent notice purposes. Notice shall be deemed effective on the date of
actual receipt or three days after the date of mailing, whichever is earlier.

21.8 Waiver. From time to time during the Term or any Extension
Term, the Operator Representative, in its discretion, shall have the right,
power and authority to waive any non-material, non-economic, performance, duty,
right or benefit due Operator or County under this License Agreement.

21.9 Recognition and Non-Disturbance. Upon any event of default by
Operator under the Operating Agreement, this License Agreement shall
nonetheless continue in full force and effect, upon, and subject to, all of the
terms, covenants and conditions of this License Agreement for the entire
License Term plus any Extension Terms. The County, for itself, its successors
and assigns, as well as for any subsequent owner of the Facility, does hereby
covenant and warrant with and for the benefit of Team, in the event of the
expiration or earlier termination of the Operating Agreement or the surrender
thereof, whether voluntary, involuntary, by the Operator, by operation of law
or otherwise, prior to the expiration of all of the Extension Options and
rights available to Team under

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this License Agreement, so long as the License Agreement remains in effect in
accordance with its terms:

21.9.1 the License Agreement and all rights created
thereunder shall remain in full force and effect; the County shall recognize
and give full effect to the License Agreement and Team's rights thereunder; and
(b) upon such expiration or earlier termination of the Operating Agreement, the
County will assume the obligations of the Operator under the License Agreement
and shall be bound by the terms, conditions and agreements set forth therein,
with the same force and effect as if the County were the original operator
thereunder. (c) upon the request of Team, the County will designate an
operator selected by Team to succeed to the rights and obligations of the
Operator under a substitute agreement for the Operating Agreement and under the
License Agreement.

21.10 Attorneys' Fees. If either party hereto shall initiate,
intervene in or is brought into any action at law or equity, whether in ADR,
arbitration, court or otherwise, against or involving the other, which is in
any way connected with this License Agreement, its interpretation or
enforcement, then the party hereto which prevails in any such action shall
recover and receive from the other party reasonable attorneys' fees, court
costs and expenses as determined by the arbitrator, court or administrative
agency and not by the jury, whether in ADR, arbitration, courts or agencies of
original, appellate or bankruptcy jurisdiction, provided that nothing in this
Section shall be construed to permit any action or proceeding not permitted
under Article XX of this License Agreement.

21.11 Interest. Any amounts which may be owed to either party by
the other pursuant to this License Agreement whether as Rent, damages or
otherwise, shall bear interest from the due date until paid at the Premium
Rate. Payment of such Interest shall not excuse or cure any default.

21.12 Severability. If any provision of this License Agreement is
determined to be illegal or unenforceable by an arbitrator or by a court of
competent jurisdiction, this License Agreement shall remain valid as if such
provision had not been contained herein, provided that no such severance shall
serve to deprive any of the parties of the enjoyment of its substantial
benefits under this License Agreement.

21.13 Reasonableness. Whenever in this License Agreement the
consent or approval of the County, the Operator or the Team is required, unless
expressly stated to the contrary, the granting of such consent or approval
shall be governed by a standard of reasonableness. If either party contends
that the standard has not been met, the matter shall be resolved as provided in
Article XX. In the event that such resolution results in the determination
that the action was unreasonable, such determination shall not constitute a
default of this License Agreement, operate to terminate it or give rise to any
right to damages as a result thereof, but the sole remedy shall be limited to
specific performance and the recovery of reasonable attorneys' fees and costs
(including the fee of the arbitrators) in such resolution procedure.

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21.14 Interpretation. This License Agreement constitutes the entire
understanding of the parties with respect to the subject matter of this License
Agreement. There are no oral or written statements, representations,
agreements, understandings or surrounding circumstances which modify, amend or
vary any of the provisions hereof, including, without limitation, that certain
Binding Letter of Intent dated April 2, 1996 between County and the Team. All
attachments hereto shall be deemed to have been incorporated herein so as to
become a part of this License Agreement.

21.15 Amendment. This License Agreement shall not be amended or
modified, and except as provided herein, rights hereunder shall not be waived
except with the prior approval of the County, and any attempt to amend, modify
or waive any of the terms or provisions of this License Agreement without prior
County approval shall be void. The County, the Team and the Operator shall
make such changes to this License Agreement as may be necessary to implement
the Plan of Finance attached to the Development Agreement as Exhibit "C".

21.16 Amendment of Operating Agreement. No amendment to,
modification of, or waiver of rights under the Operating Agreement shall be
effective without the prior written approval of Team, if the purpose, effect or
result of such amendment, modification or waiver will be to deprive Team of any
of its rights and benefits under this License Agreement as they exist on the
date hereof. Without limiting the foregoing, County and Operator may not amend
the definitions of Facility Operating Revenue, Facility Operating Expenses, and
Net Operating Income as defined in the Operating Agreement on the date hereof
without the prior written consent of Team.

21.17 Successors and Assigns. This License Agreement shall extend to
and be binding upon the representatives, successors and permitted assigns of
the respective parties hereto including, without limitation, any successor,
assign or replacement of the Operator as the operator of the Facility whether
pursuant to the Operating Agreement or otherwise. This License Agreement shall
continue in effect notwithstanding, and neither this License Agreement nor the
Team's rights hereunder shall be adversely affected by, a default under or
termination of the Operating Agreement or any other agreements between the
County and the Operator.

21.18 Time of the Essence. The parties hereto mutually understand
and declare that time is of the essence of this License Agreement.

21.19 Governing Law. This License Agreement shall be construed in
accordance with and pursuant to the laws of the State of Florida and all
disputes arising out of this License Agreement shall be resolved in Broward
County, Florida.

21.20 Team Option. At the Team's request and to the extent
permitted by law, the County shall diligently pursue the mechanism to grant an
option to Team whereby, County would enter an agreement pursuant to which
County would grant to Team an option to acquire a fee simple interest (or other
beneficial interest with equivalent rights and benefits as fee simple interest)
in all or substantially all of the Facility or the Project through sale, lease,
assignment or other transfer at the

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License Expiration Date at a purchase price that is equal to the fair market
value of the Facility or the Project upon such terms and conditions as are
mutually satisfactory to the County and Team.

21.21 No Liability of Personnel. Notwithstanding and prevailing
over any contrary provision or implication in this License Agreement, except
for their criminal acts with respect hereto (i.e., acts which would constitute
crimes were they prosecuted therefor and convicted thereof), no member, elected
official, official, employee, agent or consultant of the County, and no partner
(other than any general partner), shareholder of a partner, officer, employee
or agents of either of the Team or Operator (collectively "the Personnel"),
shall in any way be liable under or with respect to this License Agreement; no
deficiency or other monetary or personal judgment of any kind with respect to
liability arising hereunder or with respect hereto shall be sought or entered
against any of the Personnel; no judgment with respect to liability arising
hereunder or with respect hereto shall give rise to any right of execution or
levy against the assets of any of the Personnel.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties have hereunto set their hands to be
effective as of June 4, 1996.

TEAM:

FLORIDA PANTHERS HOCKEY CLUB,
LTD., a Florida limited partnership

By: THE FLORIDA PANTHERS HOCKEY
CLUB, INC., a Florida corporation Its
General Partner,

By: /s/ H. Wayne Huizenga
--------------------------------------
Name: H. Wayne Huizenga
------------------------------
Title: Chairman
-----------------------------

OPERATOR:

ARENA OPERATING COMPANY, LTD.,
a Florida limited partnership

By: Arena Operating Company, Inc.,
a Florida corporation , Its General
Partner

By: /s/ H. Wayne Huizenga
--------------------------------------
Name: H. Wayne Huizenga
------------------------------
Title: Chairman
-----------------------------

COUNTY:

BROWARD COUNTY, FLORIDA

By: /s/ John E. Rodstrom
--------------------------------------
Chair of the Board of County
Commissioners

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ATTEST:

/s/ B. Jack Osterholt
-------------------------------
County Administrator

APPROVED AS TO FORM:

/s/ Noel Pfeffer
-------------------------------
County Attorney

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STATE OF FLORIDA )
) SS.
COUNTY OF BROWARD )

The foregoing instrument was acknowledged before me on this 10 day
of June, 1996, by H. Wayne Huizenga as Chairman of Florida Panthers Hockey Club,
Inc., a Florida corporation, on behalf of the corporation as the general
partner of the Florida Panthers Hockey Club, Ltd., a Florida limited
partnership, on behalf of the partnership.

/s/ Cynthia Trezona
--------------------------
Notary Public

My Commission Expires:

2-20-99
----------------------------

STATE OF FLORIDA )
) SS.
COUNTY OF BROWARD )

The foregoing instrument was acknowledged before me on this 10 day
of June, 1996, by H. Wayne Huizenga as Chairman of Arena Development Company,
Inc., a Florida corporation, on behalf of the corporation as the general partner
of Arena Development Company, Ltd., a Florida limited partnership, on behalf of
the partnership.

/s/ Cynthia Trezona
--------------------------
Notary Public

My Commission Expires:

2-20-99
--------------------------

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Dates Referenced Herein

		Referenced-On Page
This ‘S-1’ Filing	Date	First	Last	Other Filings

Filed on:	9/18/96			None on these Dates
	6/4/96	1	62
	6/1/96	26
	4/2/96	60
				List all Filings

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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-10.1

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-10.1 — Broward Co. Civic Arena License AgreementExhibit Table of Contents

Dates Referenced Herein

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

EX-10.1 — Broward Co. Civic Arena License Agreement
Exhibit Table of Contents