Pittsburgh SteAlers Stadium Agreement

Private Contribution	The Steelers and/or other private sources will contribute the following present value amounts to the capital sources of the Project in a manner necessary to fund Project capital needs: Approximately $37 million (but not less than $34 million) in net proceeds from the sale of personal seat licenses ("KPSL.s") and accrued interest. All Steeler obligations are contingent upon the successful completion of the PSL reservation sale by January 31, 1999. $17 million from the sale of Club Seats and/or Rent payments. $6 million as front-end cash contribution from the Steelers; provided, the Steelers shall receive a credit against this sum for legitimate project costs approved by the Authority, in writing, which costs shall include, without limition, reasonable architectural and third party marketing agent's fees. The Steelers will use all commercially reasonable efforts to market the Black & Gold Club to generate, but not guarantee at lease $1 million in net revenues from private contributions toward Stadium costs. The first $1.4 million in annual Ticket Surchage collections from the new stadium. Approximately $1.2 million from 5% Ticket Surcharge for Steelers's games during thte 2000 season. The Steelers will not guarantee the above amounts, but will provide preferred "first-dollar" allocaton from gate receipts to meet debt service and Project requirements.
Steelers Cost Overrun Contribution	In addtion to the items described above, the Steelers shall contribute amounts equal to cost overruns related to design and construction of the Stadium.
Authority's Contributions	The Authority will contribute the following present value amounts to the capital sources of the Project in a manner necessary to fund Project capital needs: Approximately $78.5 million in net proeceeds from Regional Asset District funding bond issuance. Approximately $88.4 million from Commonwealty funding sources $2 million from water and sewer funding sources An estimated $4 million from Federal infrastructure sources An estimated $3.5 million from interest earned during the construction period of the Project. Proceeds from other sources including, without limitation, the Pittsburgh Investment Capital program and the Player Payroll Tax, in a total currently estimated amount of $14.9 million (the "Additional Amounts").
Authority Cost Overrun Contribution	In addition to the items described above, the Authority shall contribute amounts equal to site acquisition overruns and preparation cost overruns.
Application of Additional Funds	Net proceeds from PSLs and the Black and Gold Club in excess of the amount set forth above shall be appled first; to any Additional Amounts and/or other shortfalls in the Authority's contribution, second_,to the Authority's Project cost overruns, third. to the Steelers' Project cost overruns and fourth, to the Capital Reserve Fund
Maximation of Revenues; Minimization of Expenses	The Steelers and the Authority agree that all marketing, vendor, employee and/or other similar or related agreements with respect to the revenue items described above. as well as the design, construction and other expenditure items of the Project, shall be entered into on an arms length basis al commercially reasonable rates. Neither the Steelers, their owners, key employees, nor affiliates shall receive fees or profit from the design and/or construction process, without the prior Consent of the Authority. The Steelers will use all commercially reasonable efforts to maximize the revenues identified above and minimize expenses in connection with this Project. The above shall not be construed to prevent the Steelers' owners from organizing or reorganizing the Steelers' ownership entities in order to obtain minimum business and tax efficiencies in connection with the Project.

Rent ?Ąż!	$250,000 per year during the initial lease term. So long as not less than $17 million in front-end capital is generated in connection with a financing utilizing the revenues from the sale of Club Seats, the Steelers shall receive a credit against Rent for any cost overruns of which the Steelers are responsible.
Lease Term	29.5 years with a 5 year option to extend
Amusement Tax	5%
Ticket Surcharge	A five percent (5%) Ticket Surcharge will be applied on all tickets sold for all events i-n the new Stadium. This Ticket Surcharge shall be subject to the cap described in "Ticket Surcharge Cap" below.
Facility Management	Steelers will manage and operate all aspects of the Stadium, subject to (i) Authority's reservation of five (5) dates per calendar year for specified "public" uses by riot-for-profit or governmental entities, as agreed upon by the Steelers and the Authority, and (ii) Authority's reservation of one (1) luxury suite to be utilized at the discretion of the Authority.
Day of Game, Other Event Expenses, and Regular Facility Maintenance	Steelers 100% responsibility, including insurance and utility costs. Authority will obtain utility rates which are no higher than those paid with respect to the Convention Center.
Capital Improvements and Renovations	A segregated Capital Reserve Fund shall be funded with $3 million derived from the public sources. Beginning in the first year of the new lease term and in each year thereafter during the term of the Lease the foIlowing sums shall be paid into the Capital Reserve Fund: (i) the amount by which proceeds from the Steelers games Ticket Surcharge exceed $1.4 million, and (ii) if available, the revenues generated horn the visiting team's share of club seat revenues from and after year 16 of the Lease term (or other substitute or alternative funding mechanism for Stadium construction or renovations) subject to future NFL approval; provided the Steelers shall use all commercially reasonable efforts to obtain such approval (the "Future Club Seat Visiting Team Share"). The Capital Reserve Fund will accumulate funds for payment of the costs of repair or replacement of certain capital items (the "Capital Repairs") as will be more fully set forth in the Lease, it being understood that the Steelers shall be responsible for all ongoing routine maintenance of the new Stadium.
Office Space	Available to Steelers without additional charge.
Gate Receipts	Subject to "Private Contributions above_,Steelers shall retain 100% of gate receipts, net of amusement tax and Ticket Surcharge.
Ticket Surcharge Collection and Payment	The Steelers will collect and pay the Ticket Surcharge to the Authority in a manner consistent with the current payment of the Amusement Tax on tickets. Payment of the Ticket Surcharge will be done in such a manner as to maximize the net proceeds of the financing.
Ticket Surcharge Cap	The Ticket Surcharge shall effectively be capped at an average of $3.00 per ticket for Steelers games. The Ticket Surcharge shall effectively be capped at an average of $2.00 per ticket for events other than Sleelers games; provided that such cap for events other than Steelers games shall be increased by $.25 per ticket beginning in each of the 10^th and the 20th years of the lease term.
National Football League Schedule	It is acknowledged that the new baseball ballpark and the new football Stadium will be built in close proximity to one another and that the two facilities will share certain parking and infrastructure. As a result, it will be necessary to coordinate the SteeIers' and Pirates’ schedule so as to minimize disruption and fan access. In that regard, a sharing arrangement, similar to the arrangement currently in effect at Three Rivers Stadium, shall be included in the Lease.
Concession Revenue	Steelers will retain 100% of all revenue.
Non-National Football League Events and Miscellaneous Revenues	The Steelers will be responsible for marketing and scheduling all non-related events other than reserved public uses") and will retain 100% of the net revenue from sporting events and 85% of the event specific net revenues from non-sporting events. The Authority shall receive the remaining 15% of net revenues from non-sporting events.
Luxury Suites	Steelers will be responsible for selling and will retain 100% of all revenue therefrom.
Club Seats	Steelers will be responsible for selling and will retain 100% of all revenue therefrom, except those revenues related to the Steelers a Club Seat Contribution, as described above, and the Future Club Seat Visiting Team Share for years 16 through the remainder of the Lease term which shall be contributed to the Capital Reserve Fund if approved by the NFL.
Steelers Black & Gold Club	Steelers will use their best efforts to sell memberships in the Steelers Black & Gold Club and 100% of all revenue therefrom shall be applied to the capital costs of the Project as set forth in "Steelers Contribution".
Novelties and Programs	Steelers will be responsible for selling and will retain 100% of all revenues therefrom.
Naming Rights	Steelers will have the option to sell (subject to the approval of the Authority, which shall not be unreasonably withheld) and will retain 100% of all revenue therefrom.
Outside Marquee	Authority will be responsible for erecting (at a location selected by the Authority (subject to the approval of the Steelers, which shall not be unreasonably withheld)) and marketing and 100% of all revenue therefrom shall be applied to the Authority's Contribution with respect to the Project, subject to name sponsor category exclusivity and inclusion of the Stadium name on the marquee. The outside marquee is expected to be utilized in conjunction with the Pittsburgh Investment Capital Program.
In-Stadium Advertising	Steelers will be responsible for selling and will retain 100% of all revenue therefrom.
Parking	It is understood that the Stadium Authority currently controls approximately 51000 spaces at Three Rivers Stadium. The Authority shall at all times during the term of the Lease maintain not less than 5.000 parking spaces within 3,000 feet of the new Steelers^’Stadium. More specifically, the Authority will use commercially reasonable efforts to attempt to provide the Steelers with the following: (i) Game-day net revenues from the new parking garage to be developed as the ^"North Shore Parking Garage" between Federal and Sandusky Streets; (ii) Game-day net revenues from a surface lot at General Robinson arid Federal Streets across from the new Pirates' Ballpark, or from an intermodal parking garage at that location_,if any; (iii) Game-day net revenues from a surface lot at the current location of the Kaufmann's warehouse (or a suitable replacement location,. including without limitation the existing practice field), or from a parking garage at that location, if any; and (iv) the Authority’s share of any Game-day net revenues from all Stadium Authority parking lots. Each case above Is subject to successful negotiations with the parties who are currently in control, or may be entitled to parking revenues, from any of such lots and "game day net revenues" shall be equal to gross parking revenues after deduction of operating costs, financing costs and applicable state and federal taxes, associated therewith; provided.
Pittsburgh Investment Capital	The Steelers and the Authority shall use their best efforts to jointly market and sell interests in a private entity to be formed to provide funding for the Project. 100% of all revenue therefrom shall be applied to the Authority’s contribution to the Project. The Steelers may purchase interests in this entity.
Player Payroll Tax	The Steelers and the Authority will use their best efforts to implement and comply with the Player Payroll Tax Program. The Authority. or its designee, shall retain 100% of all Player Payroll Tax proceeds; provided however, 100% of the proceeds related to the Stadium shall be applied first to the Authority’s contribution to the Project, and second to the Capital Reserve Fund. Steelers will use all commercially reasonable efforts to secure any relevant approvals for the Player Payroll Tax from the NFL and the NFL Players Association.
Personal Seat Licenses	The Authority will market the PSL's with the assistance of the Steelers. The Steelers, as marketing agent for the Authority, will use all commercially reasonable efforts to maximize net PSL proceeds. Any PSL proceeds in excess of $37 million will be applied first, to any Additional Amounts and/or other shortfalls in the Authority's Contribution, second, to the Authority's Project cost overruns, third, to the Steelers' Project cost overruns, and fourth, any remaining amounts will be placed in the Capital Reserve Fund. The Authority agrees that none of the PSL proceeds shall be utilized until all of the contingencies set forth herein are satisfied and the PSL proceeds shall be the last funds spent on the Project In the event such contingencies are not satisfied on or before _________________ all PSL proceeds shall be returned to the purchasers.
Future Club Seat Visiting Team Share	The Steelers will use their all reasonable efforts to secure NFL approval (at the appropriate time prior to the 16th year of the Lease term) (or the use of the Future Club Seat Visiting Team Share (or other substitute or alternative funding mechanism for stadium construction or renovations) by the Authority for repair or renovation of the Stadium from and after year 15 of the Lease.

Ownership	The Authority shall own the Stadium
Stadium Usage	Generally, subject to the non-commercial "public use" reserve on five (5) dates per lease year, the Steelers shall have 365 day exclusive usage rights to the Stadium throughout the term of the Lease during which the Steelers will play all of their home games, including pre-season, regular season and playoff games (excepting the Super Bowl) in the Stadium
Completion Date	The Stadium is scheduled to open in August 2001 (the "Projected Completion Date").
Size	Approximately 65,000 total seating capacity Approximately 110 Suites
Suites	Approximately 110 Suites
Quality Standard	The stadium shall be designed and constructed to a first class standard for new NFL primary stadiums and shall include state of the art fan and team amenities such as two (2) video board Systems, Club Lounge, concession and merchandise facilities_,lavatories and other similar facilities in sufficient quantity and quality. The Stadium shall be designed and constructed to meet all applicable governmental codes and statutes.
Project Design and Specifications	The Steelers shall prepare specifications for the Stadium which shall be subject to the reasonable approval of the Authority, not to unreasonably withheld or delayed.
Construction Responsibility	The Steelers shall be responsible for the construction of the Stadium, subject to the terms contained herein. The parties will develop a mechanism to provide Steelers with design and construction control, subject to approval and general fiscal and completion oversight of Authority, and to provide required compliance with Pennsylvania public bidding/contracting mandates.
Design and Construction - Maximum Price	The total cost, inclusive of all items, excepting those related to site acquisition and preparation and off-site infrastructure, for designing, constructing and equipping the stadium shall be $206 million (the "Design and Construction Maximum Price").
Design and Construction Cost Overruns; Delays in Completion	The Steelers shall be responsible for all cost overruns and project delays associated with the design and construction of the Stadium. Provided the site is delivered on or before the delivery date set forth below, the Steelers shall guaranty completion of the Project on or before the Completion Date, subject to delays caused by acts of God. In the event the Steelers fail to complete the Project on or before the Completion Date, subject to delays caused by acts of God, the Steelers shall be liable to the Authority for the actual damages incurred in connection with the delay, including without limitation (i) the costs associated with the continued management. operation and/or maintenance of Three Rivers Stadium; provided, however, such costs shall be reasonable in nature in light of the intended demolition of Three Rivers Stadium and shall be consented to by the Steelers (which consent shall not be unreasonably withheld or delayed) and/or (ii) any increase in the cost of demolition of Three Rivers Stadium.
Site Acquisition, Preparation and Delivery	The Authority shall be responsible, at its cost, for the acquisition and preparation of the Stadium site on the North Side of the City of Pittsburgh depicted on Exhibit A hereto and made a part hereof, as set forth in "Authority’s Contribution" above. It is understood that the Authority shall be responsible, at its sole cost and expense for all site acquisition costs, all off-site infrastructure improvements and all environmental and other costs associated with providing a "clean" site, and the Lease will provide remedies for failure to perform this obligation on a timely basis. The boundaries of the Stadium site shall be more particularly described in the definitive agreements. The Stadium site shall be delivered for construction no later than June 1, 1999, subject to delays caused by acts of God (the "Delivery Date") For each complete calendar month after the Delivery Date through June 1, 2000 that delivery is delayed and during which the Steelers' construction obligations are materially disrupted, the Steelers shall be entitled to liquidated damages in the following amounts: (i) July. 1999 - $500,000, (ii) August, 1999 - $1,000,000, (iii) September. 1999 $500.000, and (iv) October, 1999 – May, 2000 - $500.00/mol, plus CPI adjustment.
Site Acquisition and Preparation Cost Overruns	The Authority shall be responsible for all cost overruns associated with the acquisition and preparation of the Stadium site.
Off-Site Infrastructure	The Authority shall be responsible for all offsite infrastructure, including cost overruns, if any.
On-Site Infrastructure	The Steelers shall be responsible for all on-site infrastructure, including cost overruns, if any.
Design Costs	All design related costs shall be paid as a component of the Design and Construction Maximum Price. However_,design costs incurred from the commencement of design work through the date when (i) the Project has been fully approved by all appropriate governmental entities, (ii) the contemplated financing has been issued, and (iii) all contingencies have been met or waived (the "Initial Design Costs") shall be initially funded as follows: one-half (1/2) by the Steelers and one-half (1/2) by the Authority: provided, In no event shall the Authority's obligation for such Initial Design Costs and/or costs of acquiring land for the Stadium prior to satisfaction of (i), (ii) and (iii) above exceed $2.5 million and in no event shall the Authority be obligated to actually make such payments unless the Steelers also make such payments. The Authority shall receive a credit for any Initial Design Costs paid by it.
Demolition of Three Rivers Stadium	The Authority will be responsible for securing demolition and disposal contract for Three Rivers Stadium (the "Demolition"); provided, at the request of the Authority, the Steelers will include the Demolition in the Stadium bid documents at the lowest possible cost.
Control Over Construction	The parties will develop a mechanism to provide Steelers with design and construction control, subject to approval and general fiscal and completion oversight of Authority and to provide required compliance with Pennsylvania public bidding/contracting mandates.
Selection of Professionals, Contractors	Construction manager and architect shall be selected by Steelers, subject to Authority approval. not to be unreasonably withheld or delayed; construction contracts will be subject to applicable bidding/construction laws. It is currently contemplated that the design/construction contracts will be entered into by the Authority (which contracts shall include traditional means for securing payment and performance, such as a payment and performance bond from a reputable entity) and that the Authority will delegate to the Steelers the right to implement such Contracts on behalf of the Authority.