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~' 200905599 NOW THEREFORE, in consideration of the foregoing, the mutual promises, covenants, representations and warranties hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties hereto agree as follows: 1. Leased Premises. Lessors, each separately as to their respective properties described above, hereby lease to Lessee, and Lessee leases from Lessors, exclusive possession and use of the Leased Premises and all improvements now or hereafter constructed thereon for a certain period during each calendar year of the Term (as hereinafter defined) hereof, subject to the "Permitted Encumbrances" listed on Exhibit "G" attached hereto and incorporated herein by this reference and in accordance with the terms and conditions set forth herein. Other than the Permitted Encumbrances, Lessee shall not be bound by any agreements executed by Lessors prior to or after the execution of this Lease unless such agreement is approved by Lessee in writing. Except for items 1, 2 and 3 of the Permitted Encumbrances as to which the discretion of the City shall not be limited in any manner, Lessors shall not amend, modify, renew, terminate or renegotiate the Permitted Encumbrances without Lessee's prior written consent, except that Event Center may renew its License Agreement with Ticketmaster L.L.C. (as referenced on Exhibit "G" at item 4) or enter into a comparable agreement with a third party provider with respect to events held at the Heartland Event Center, upon notice to Lessee. Excepting Lessee's Possession Dates (as hereinafter defined), Lessors shall have possession and use of the Leased Premises for the balance of each calendar year. Notwithstanding anything to the contrary herein, Lessee shall not be permitted to use the following areas on the Leased Premises: (i) Former Park Keno Casino & Finish Line Restaurant, (ii) administrative offices located on the Former Property, Event Center Property and the City Property as reflected on Exhibit "D" attached hereto and incorporated herein by this reference, and (iii) Nebraska Thoroughbred Breeders Association Building as reflected on Exhibit "D" attached hereto and incorporated herein by this reference. Lessee shall be permitted to use the race track area adjacent to the Former Fark grandstand solely for concert purposes, provided that Lessee repairs any damage to the race track area caused by such use. The Leased Premises shall include the south end of the concourse on the first level of the Former Fark grandstand; provided, however, that Former shall be permitted to operate keno, gaming and simulcasting in connection with the beer garden to be operated by Lessee in this area. Lessee may agree to such further exceptions to its exclusive use ofthe Former Property, the Former Property Improvements (as hereinafter defined), the Event Center Property, the Event Center Improvements (as hereinafter defined), the City Property, and the City Improvements (as hereinafter defined) as Lessee in its reasonable discretion shall determine appropriate. In entering into this Lease, Event Center (with respect to the Event Center Property) is acting under and pursuant to the terms of that Management Contract dated as of December 1, 2004 between the City and Event Center (the "Management Contract"). As required by the terms of the Management Contract with respect to the Event Center Property and all buildings and structures located thereon, the following provision is hereby set forth and agreed to by the Parties hereto: -2-