THIS STADIUM LEASE (the "Stadium Lease") is made as of the _____ day of July 1998, by and between ERIE COUNTY STADIUM CORPORATION, a New York business corporation and wholly-owned subsidiary of the New York State Urban Development Corporation d/b/a the Empire State Development Corporation, a public benefit corporation having an office and principal place of business at 633 Third Avenue, New York, New York 10017-6754 (the "ECSC") and BUFFALO BILLS, INC., a New York business corporation having an office and principal place of business at One Bills Drive, Orchard Park, New York 14127 (the "Bills").

WHEREAS, the County of Erie (the "County") is the owner of an approximately 135 acre parcel of real property situated in the Town of Orchard Park, New York, which parcel is improved by a football stadium and related amenities (the "Stadium Complex"); and

WHEREAS, pursuant to its rights as a National Football League franchisee, the Bills are the owners of the "Buffalo Bills" football team (the "Team"); and

WHEREAS, pursuant to a certain Agreement of Lease, dated as of October 15, 1971, between the County and the Bills' predecessor in interest (as amended, the "Original Lease"), the Team has used and occupied the County's football stadium for its home games since 1973; and

WHEREAS, the term of the Original Lease expires on July 31, 1998; and

WHEREAS, the County, New York State (the "State") and the Bills have determined that the Team encourages and fosters economic development and prosperity for the citizens of Erie County and Western New York, enhances the image of Erie County and Western New York and provides recreational and other opportunities for the citizens of Erie County and Western New York; and

WHEREAS, the citizens of Western New York have supported and enjoyed the Team since its inception such that the Team has become an integral part of the Western New York community; and

WHEREAS, on January 12, 1998, the State, the County and the Bills entered into a Memorandum of Understanding (the "MOU") setting forth in principle certain actions to be undertaken by each of the parties to enable the Team to continue to play its home games at the County's football stadium through July 31, 2013; and

WHEREAS, pursuant to Chapter _______ of the 1998 Session Laws of New York (the "Authorizing Legislation"), the State has found and declared, among other things, that the refurbishment, renovation, improvement, operation, maintenance, repair and financing of the Stadium Complex constitute a public and governmental purpose for the benefit of the citizens of the County and the State, and has specifically authorized the implementation of the various actions contained in the MOU, including, without limitation, the execution and delivery of this Stadium Lease and certain other documents relating to the Stadium Complex; and

WHEREAS, certain of the actions contained in the MOU relate to the refurbishing, renovation and improvement of the Stadium Complex at a cost of approximately $63.25 million; and

WHEREAS, under the New York State Urban Development Act, Chapter 174 of the 1968 Laws of New York, as amended (the "Act"), the New York State Urban Development Corporation d/b/a the Empire State Development Corporation (the "ESDC") is empowered to lease real property from municipalities and to rehabilitate and improve such real property; and

WHEREAS, pursuant to Section 12 of the Act, the ESDC is empowered to create subsidiary corporations and to confer upon such subsidiary corporations all "privileges, immunities, tax exemptions and other exemptions" which the ESDC enjoys, including, without limitation, such privileges, immunities, tax exemptions and other exemptions which enure to the ESDC by virtue of the ESDC's status as a public benefit corporation; and

WHEREAS, on February 6, 1998, the ESDC filed a Certificate of Incorporation with the New York Secretary of State forming the ECSC; and

WHEREAS, paragraph seven of such Certificate of Incorporation provides that the ECSC shall enjoy all of the "privileges, immunities, tax exemptions and other exemptions" of the ESDC; and

WHEREAS, in the Authorizing Legislation, the State has confirmed that the ECSC is a public benefit corporation; and

WHEREAS, on February 27, 1998, the ESDC and the Bills entered into a Design Funding Agreement pursuant to which the Bills have agreed to undertake certain preliminary design and construction work related to the refurbishing, renovation and improvement of the Stadium Complex; and

WHEREAS, to implement the refurbishing, renovation and improvement of the Stadium Complex, the ECSC, the County and the Bills entered into a certain Construction Coordinating Agreement dated as of July ___, 1998 (the "Construction Coordinating Agreement"); and

WHEREAS, pursuant to the terms of the Construction Coordinating Agreement, the ECSC has agreed to contract and pay for, and to oversee such refurbishing, renovation and improvement; and

WHEREAS, to facilitate such refurbishing, renovation and improvement, the County has leased the Stadium Complex to the ECSC pursuant to a certain Master Lease, dated as of July __, 1998, between the County, as lessor, and the ECSC, as lessee; and

WHEREAS, the ECSC has agreed to simultaneously sublease the Stadium Complex to the Bills on the terms and conditions set forth in this Stadium Lease; and

WHEREAS, in its capacity as "lead agency," the County has issued, on its own behalf and on behalf of all other involved agencies, a "negative declaration" under the New York State Environmental Quality Review Act covering the refurbishing, renovation and improvement of the Stadium Complex.

NOW, THEREFORE, for one dollar ($1.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the ECSC and the Bills agree as follows:

ARTICLE 1 BASIC LEASE INFORMATION

1.1 Definitions. As used in this Stadium Lease, the following terms shall have the meanings ascribed thereto:

(a) Access Roads: All paved roads and driveways now or hereafter situated on the Land.

(b) Administration Building: The approximately 60,000 square foot, four-story building situated on the Land immediately adjacent to the Stadium and presently housing the Team's administrative offices, portions of the County Facilities, certain of the Luxury Suites and a concession commissary.

(c) Advertising Rights: Any advertising or marketing of any kind on or in the Stadium Complex including, but not limited to, Scoreboard announcements, Jumbotron announcements, Signage, ticket advertising, Playing Field advertising, sponsor advertising on concession or "give away" merchandise, programs, year books and all other print and display advertising distributed at the Stadium Complex.

(d) Affiliate: (i) As to any Person other than a Governmental Authority, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person, and (ii) as to any Governmental Authority, any agency, department, board or authority thereof. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

(e) Anniversary Date: Each anniversary of the Commencement Date occurring during the Term.

(f) Applicable Law: Any applicable constitutional provision, treaty, statute, rule, regulation, ordinance, order, directive, code, interpretation, judgment, decree, injunction, writ, determination, award, permit, license, authorization, directive, requirement or decision of or agreement with or by a Governmental Authority now or hereafter in effect.

(g) Assessments: All special district charges and special assessments of whatever kind and nature, including water and sewer rents levied, imposed, assessed or fixed on or against the Buildings and the Land or arising from the use, occupancy or possession thereof during the Term.

(h) Bills: Buffalo Bills, Inc., a New York business corporation.

(i) Bills' Address:

400 Renaissance Center, Suite 2140
Detroit, Michigan 48243
Attention: Jeffrey C. Littmann,Treasurer
Telephone: (313) 259-9415
Telecopier: (313) 259-9101

With a copy at the same time and in the same manner to:

Dykema Gossett
400 Renaissance Center
Detroit, Michigan 48243-1668
Attention: Lloyd A. Semple, Esq.
                Michael A. Lesha, Esq.
Telephone: (313) 568-5392
Telecopier: (313) 568-6701

(j) Bills' Event: Any public gathering at the Stadium which is neither a Game nor a Civic Event.

(k) Bills' Improvements: The additions, alterations and improvements presently located at or affixed to the Stadium Complex which are described in Exhibit A attached to the Stadium Lease and such other additions, alterations or improvements to the Stadium Complex as may be undertaken by the Bills at the Bills' sole cost and expense in accordance with the terms and conditions of the Stadium Lease.

(l) Bills' Insurance Policy: Any policy of insurance maintained by the Bills pursuant to Article 18 of the Stadium Lease.

(m) Books and Records: Those portions of the Bills' business books and records pertaining to Game Day Expenses, Operating Expenses, Marketing Expenses, Licenses Fees and Net Ticket Revenues (which shall include, but not be limited to, all information supplied to the Bills by the NFL with respect to NFL Average Net Ticket Revenue).

(n) Broadcast Rights: All radio and television broadcasting, film or tape reproductions, closed circuit, cable or pay television or radio rights and similar rights by whatever means or process, now existing or hereafter developed, for preserving, transmitting, disseminating or reproducing for hearing or viewing events at the Stadium Complex.

(o) Budget: The term "Budget" shall have the meaning ascribed thereto in the Construction Coordinating Agreement.

(p) Buildings: The Stadium, the Administration Building, the Field House, the Training Center and any other building or enclosed structure now or hereafter situated on the Land.

(q) Capital Improvement: (i) Any Structural Repair; (ii) any single addition, alteration, demolition, improvement or refurbishing of or to the Stadium Complex or any portion thereof the cost or expense of which is classified as a capital expense by GAAP; (iii) any single addition, alteration, demolition, improvement or refurbishing of or to the Stadium Complex or any portion thereof the cost or expense of which is $10,000 or more; or (iv) any series of additions, alterations, demolitions, improvements or refurbishings of or to the Stadium Complex or any portion thereof that (1) under ordinary and customary business practices would be clearly viewed as being a single project, (2) under ordinary and customary business practices would be effectuated by entering into a single contract with a contractor or other applicable Person, and (3) has a cost of $10,000 or more.

(r) Capital Improvement Allowance: (i) During the first Lease Year, the Minimum Capital Improvement Allowance; and (ii) during each subsequent Lease Year, such other amount as may be calculated in accordance with Section 10.3 of the Stadium Lease.

(s) Capital Improvement Expense: Any expense paid or incurred in making a Capital Improvement.

(t) Casualty: Any Major Casualty or Minor Casualty.

(u) Casualty Insurance Premium Cap: The rate of seven and one-half cents ($.075) per one hundred dollars ($100) of insurance coverage.

(v) Civic Event: Any event or public gathering at the Stadium Complex sponsored by either the County or the ECSC pursuant to Section 2.3 of the Stadium Lease, the primary purpose of which is the promotion of civic, community, governmental or charitable purposes (as opposed to pecuniary gain), and which does not compete with the Bills' use of the Stadium Complex as a venue for professional football contests and musical concerts and festivals.

(w) Civic Event Expenses: The actual, incremental out-of-pocket expenses incurred by the Bills in their capacity as operator of the Stadium Complex with respect to any Civic Event, including, without limitation, the cost of repairing any damage to any component of the Stadium Complex arising out of a Civic Event and not covered by any applicable insurance policy.

(x) Club Level Seats: Any spectator's seat within the "club level" of the Stadium (other than a seat within a Luxury Suite) for which a License Fee is charged by the Bills.

(y) Commencement Date: August 1, 1998.

(z) Construction Coordinating Agreement: The Construction Coordinating Agreement, dated as of July ____, 1998, by and among the ECSC, the County and the Bills, together with all renewals, replacements, modifications and amendments thereof.

(aa) County: The County of Erie, a New York municipal corporation.

(bb) County's Address:

Department of Public Works
95 Franklin Street
Buffalo, New York 14202
Attention: Commissioner of Public Works
Telephone: (716) 858-8306
Telecopier: (716) 858-8303

with a copy at the same time and in the same manner to:

Erie County Attorney's Office
69 Delaware Avenue, Suite 300
Buffalo, New York 14202
Attention: County Attorney
Telephone: (716) 858-2200
Telecopier: (716) 858-2281

(cc) County Facilities: The approximately three hundred fourteen (314) square foot office located in the "tunnel" level of the Administration Building presently used to house the County's maintenance office.

(dd) Default Interest Rate: A rate per annum that is the lesser of (a) four percent above the interest rate charged from time to time by Manufacturers and Traders Trust Company or its successor as its prime commercial or similar reference rate, or (b) the maximum nonusurious rate permitted by Applicable Law.

(ee) Design Funding Agreement: The Design Funding Agreement, dated February 27, 1998, between the ESDC and the Bills, together with all renewals, replacements, modifications and amendments thereof.

(ff) Development Study: The Development Study & Report prepared by DiDonato Associates, P.E., P.C., et al. dated February, 1997.

(gg) ECSC: Erie County Stadium Corporation, a New York business corporation and wholly-owned subsidiary of the ESDC.

(hh) ECSC's Address:

c/o Empire State Development Corp.
633 Third Avenue
New York, New York 10017-6754
Attention: General Counsel
Telephone: (212) 803-3750
Telecopier: (212) 803-3775

(ii) ECSC Project Costs: The term "ECSC Project Costs" shall have the meaning ascribed thereto in the Construction Coordinating Agreement.

(jj) Environment: Water or water vapor, land surface or subsurface, air, fish, wildlife, biota and all other natural resources.

(kk) Environmental Claims: Any notice of violation, notice of potential or actual responsibility or liability, or written claim, suit, action, demand, directive or order (including those for contribution and/or indemnity) by any Governmental Authority or other Person for any damage (including, but not limited to, personal injury, tangible or intangible property damage, natural resource damage, indirect or consequential damages, investigative costs, removal, response or remediation costs, nuisance, pollution, contamination or other adverse effects on the environment or for fines, penalties or restrictions or conditions on existing environmental permits or licenses) resulting from or relating to (i) the presence of, a Release or threatened Release into the environment of, or exposure to, any Hazardous Substance, (ii) the generation, manufacture, processing, distribution, use, handling, transportation, storage, treatment or disposal of any Hazardous Substances, (iii) the violation, or alleged violation, of any Environmental Laws or (iv) the non-compliance or alleged non-compliance with any Environmental Laws.

(ll) Environmental Laws: Any applicable, or relevant and appropriate, statutes, ordinances, by-laws, directives or other written, published laws, any written, published rules or regulations, orders, and any licenses, permits, orders, judgments, notices or other requirements issued pursuant thereto, enacted, promulgated or issued by any Governmental Authority, now or hereafter in effect, relating to pollution or protection of public health or the environment from Hazardous Substances (including, but not limited to, any air, surface water, groundwater, land surface or sub-surface strata, whether outside, inside or under any structure), or to the identification, reporting, generation, manufacture, processing, distribution, use, handling, treatment, storage, disposal, transporting, presence, Release or threatened Release, of any Hazardous Substances. Without limiting the generality of the foregoing, Environmental Laws shall include the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Toxic Substances Control Act, as amended, the Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, as amended, the Clean Water Act, as amended, the Safe Drinking Water Act, as amended, the Clean Air Act, as amended, and all analogous laws enacted, promulgated or lawfully issued by any Governmental Authority.

(mm) ESDC: The New York State Urban Development Corporation d/b/a the Empire State Development Corporation, a New York public benefit corporation having an office and principal place of business at 633 Third Avenue, New York, New York 10017-6754.

(nn) Fall Out Amount: The aggregate amount during Lease Years two through six by which License Fee Payment Defaults exceed five million nine hundred-thousand dollars ($5,900,000).

(oo) Field House: The approximately 98,000 square foot field house situated on the Land commonly known as the "Ralph C. Wilson, Jr. Field House" presently housing the Team's indoor practice facility.

(pp) Force Majeure: Any of the following events: strikes, lockouts, labor disputes, embargoes, flood, earthquake, storm, dust storm, lightning, fire, epidemic, acts of God, war, national emergency, civil disturbance or disobedience, riot, sabotage, terrorism, threats of sabotage or terrorism, restraint by court order or order of public authority, and similar occurrences beyond the reasonable control of the party in question (financial inability excepted), that make compliance with any of its material obligations under any of the Stadium Agreements in a timely manner impracticable or impossible.

(qq) Franchise: The franchise granted by the NFL to the Bills pursuant to which the Bills own and operate an NFL Team, as evidenced by the "Franchise Certificate of Membership" issued by the NFL.

(rr) Franchise Maintenance Covenants: The covenants of the Bills set forth in Sections 6.1, 6.3 and 6.4 of the Stadium Lease.

(ss) GAAP: With respect to all accounting matters and issues, generally accepted accounting principles in effect from time to time.

(tt) Game: Any Home Game or Home Playoff Game.

(uu) Game Day Expense Portion: Thirty-seven percent (37%) of the Operating/Game Day Expense Reimbursement for any Lease Year.

(vv) Game Day Expenses: Any expense paid or incurred on the day of any Game for security, ushers, ticket takers, cleaning, garbage removal and emergency medical services at the Stadium Complex.

(ww) Governmental Authority: Any federal, state or local government, or any political subdivision of any of the foregoing, or any court, agency or other entity, body, organization or group, exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

(xx) Hazardous Substances: Any pollutants, contaminants, substances, hazardous and/or toxic chemicals, carcinogens, wastes, and any ignitable, corrosive, reactive, toxic or other hazardous substances or materials, whether solids, liquids or gases (including, but not limited to, petroleum and its derivatives, PCBs, asbestos, radioactive materials, waste waters, sludge, slag and any other substance, material or waste), as defined in or regulated by any Environmental Laws or as determined by any Governmental Authority.

(yy) Home Game: Each Pre-Season Game and Regular Season Game between the Team and any other NFL Team, which is designated by the NFL in its official schedule as a "home game" for the Team.

(zz) Home Playoff Game: Each Post-Season Game between the Team and any other NFL Team, which is designated by the NFL in its official post season schedule as a "home game" for the Team.

(aaa) Initial ECSC Investment: The aggregate of the actual amounts paid by the ECSC (or by the ESDC on behalf of the ECSC) pursuant to (i) the Design Funding Agreement and the Construction Coordinating Agreement in conjunction with design and construction of the Project, (ii) the Master Lease and the Stadium Lease in satisfaction and/or repayment of the additional rent obligations of the Bills pursuant to the terms of the Original Lease, and (iii) the Stadium Lease for Working Capital Assistance during the first six Lease Years.

(bbb) Jumbotron: The SONY Jumbotron screen, front end video system and scoreboard, matrix and advertising display system presently situated at the Stadium, together with any modifications, upgrades and replacements thereof.

(ccc) Land: The land described on Exhibit B to the Stadium Lease.

(ddd) Lease Date: July  , 1998.

(eee) Lease Year: The twelve (12) month period beginning on the Commencement Date and ending on the last day of the twelfth (12th) successive calendar month, and each succeeding twelve (12) month period thereafter during the Term.

(fff) License Agreement: A written agreement, in the form required by Sections 4.8 and 4.9 of the Stadium Lease, between the Bills and any Licensee for the use of a Club Level Seat or Luxury Suite.

(ggg) License Fee: Any premium or license fee charged by the Bills for the use of a Club Level Seat or Luxury Suite in excess of the stated admission ticket price.

(hhh) License Fee Deficit: The amount in any Lease Year by which the Qualifying License Fee Amount exceeds the total of all License Fees collected by the Bills during such Lease Year which is attributable to License Fee Payment Defaults.

(iii) License Fee Payment Default: The default by any Licensee in the payment when due of all or any portion of the License Fee payable by such Licensee pursuant to the terms of its License Agreement following the exercise by the Bills of commercially reasonable collection efforts, which efforts need not, however, require the commencement of legal proceedings.

(jjj) Licensee: Any Person who contracts with the Bills for the use of a Club Level Seat or Luxury Suite.

(kkk) Lien: Any lien, statutory lien, pledge, condemnation award, claim, restriction, charge, security interest, mortgage, assignment, title defect, lease, tenancy, license, covenant, right of way, easement, encroachment, right of refusal or encumbrance of any nature whatsoever.

(lll) Losses: All losses, liabilities, deficiencies, damages (including without limitation consequential damages), fines, penalties, claims, costs and expenses (including, without limitation all fines, penalties and other amounts paid pursuant to a judgment, compromise or settlement), court costs and reasonable legal and accounting fees and disbursements.

(mmm) Luxury Suites: The enclosed suites at the Stadium and in the Administration Building, consisting of ninety (90) existing suites and seventy-four (74) suites to be constructed as described in the Development Study.

 

(nnn) Major Casualty: Any damage to the Stadium Complex caused by fire, storm, earthquake, tornado, flood, natural disaster or other sudden, unexpected or unusual occurrence which renders ten percent (10%) or more of the total seating capacity of the Stadium unusable for a period in excess of thirty (30) days.

(ooo) Marketing Allowance: Provided the Bills shall have paid or incurred at least $750,000 in Marketing Expenses between August 1, 1997 and December 1, 1998, the sum of $375,000 and sixty-seven percent (67%) of the amount by which the Marketing Expenses paid or incurred by the Bills during such period exceeds $750,000.

(ppp) Marketing Campaign: The marketing campaign to be carried out by ECSC and the Bills prior to December 1, 1998, the object of which shall be to secure binding License Agreements for terms of not less than five (5) years each, which will produce aggregate License Fees for the 1999 NFL Season equal to or greater than the Qualifying License Fee Amount.

(qqq) Marketing Expenses: All actual, incremental out-of-pocket expenses paid or incurred by the Bills for the marketing of Club Level Seats and Luxury Suites.

(rrr) Master Lease: The Master Lease, dated as of July ___, 1998, by and between the County, as lessor, and the ECSC, as lessee, pursuant to which the ECSC leases the Stadium Complex, together with all renewals, replacements, modifications and amendments thereof.

(sss) Master Lease Expiration Date: July 31, 2013, or such earlier date provided for in the Master Lease upon which the Master Lease Term shall expire.

(ttt) Master Lease Term: The term of the Master Lease, beginning on the Commencement Date and ending on the Master Lease Expiration Date.

(uuu) Material Sublessee Default: (i) Any Sublessee Default arising out of the breach of a Franchise Maintenance Covenant; (ii) any single Sublessee Default arising out of the failure by the Bills to pay any sum in excess of one-hundred thousand dollars ($100,000); (iii) any series of Sublessee Defaults which arise out of the failure by the Bills to pay in the aggregate any sum in excess of one-hundred thousand dollars ($100,000); or (iv) any other Sublessee Default which remains outstanding for a period in excess of one hundred and fifty (150) days (unless said Sublessee Default cannot be cured within said one-hundred and fifty (150) day period, in which case said period shall be extended as long as the Bills are diligently pursuing a cure).

(vvv) Material Sublessor Default: (i) Any Sublessor Default arising out of the failure by the County to restore the Stadium Complex in accordance with Article 12 or 13 of the Stadium Lease; (ii) any single Sublessor Default arising out of the failure by the County and/or the ECSC, as the case may be, to pay any sum due hereunder in excess of one million dollars ($1,000,000); or (iii) any series of Sublessor Defaults arising out of the failure by the County and/or the ECSC, as the case may be, to pay in the aggregate any sum in excess of one million dollars ($1,000,000); or (iv) any Sublessor Default that results in loss or damage to the Bills in excess of one million dollars ($1,000,000).

(www) Minimum Capital Improvement Allowance: $2,100,000.

(xxx) Minor Casualty: Any damage to the Stadium Complex caused by fire, storm, earthquake, tornado, flood, natural disaster or other sudden, unexpected or unusual occurrence which does not render ten percent (10%) or more of the total seating capacity of the Stadium unusable for a period in excess of thirty (30) days.

(yyy) Net Ticket Deficit: The amount by which NFL Average Net Ticket Revenue exceeds Net Ticket Revenue in any Lease Year.

(zzz) Net Ticket Revenue: For any Lease Year, the gross consideration received by the Bills (including the value of any complimentary tickets, promotional consideration and in-kind services to the extent such items are included under the NFL Rules and Regulations in calculating the visiting team's share of ticket revenue) for admission tickets to Home Games, exclusive of any applicable taxes, License Fees and NFL Approved Surcharges.

(aaaa) NFL: The National Football League, an unincorporated, nonprofit association, having an office and principal place of business at 280 Park Avenue, New York, New York 10017.

(bbbb) NFL Approved Surcharges: Any special ticket handling or ticket service charges that are allowed as a deduction under the NFL Rules and Regulations as of the Lease Date in calculating the visiting team's share of ticket revenue, and any special ticket handling or ticket service charges imposed after the Lease Date that are allowed as a deduction under the NFL Rules and Regulations in calculating the visiting team's share of ticket revenue and which are not preferential to any one NFL Team.

(cccc) NFL Average Net Ticket Revenue: For any NFL Season, the average per team gross consideration received by all NFL teams (including the value of any complimentary tickets, promotional consideration and in-kind services to the extent such items are included under the NFL Rules and Regulations in calculating the visiting team's share of ticket revenue) for admission tickets to "home" Pre-season Games and "home" Regular Season Games, exclusive of any applicable taxes, club seat and luxury suite premiums and license fees and NFL Approved Surcharges.

(dddd) NFL Rules and Regulations: The constitution, bylaws, rules, regulations, policies and practices of the NFL in effect from time to time, relevant excerpts of which are attached to the Stadium Lease as Exhibit C.

(eeee) NFL Season: The period of time beginning on the day on which the first Pre-Season Game is played through the date on which the last Post-Season Game is played in a given Lease Year, encompassing, therefore, all Pre-Season Games, Regular Season Games and Post-Season Games in a given Lease Year.

(ffff) NFL Team: A professional football team operated pursuant to a franchise granted by the NFL.

(gggg) Operating Expenses: (i) All wages, salary and employer-paid taxes, insurance and employee benefits for Stadium management and maintenance personnel; (ii) all out-of-pocket costs that are not included in clause (i) above for Stadium Complex maintenance and management (including, but not limited to, all expenses incurred for Scoreboard maintenance and repair, general maintenance and repair, cleaning and toiletry supplies and grounds and park maintenance); (iii) all liability insurance covering the Stadium Complex; and (iv) all charges for water, natural gas and electricity consumed at the Stadium Complex; but shall not under any circumstances, be construed to include any Civic Event Expenses, any Game Day Expenses, any Capital Improvement Expenses and any wages, salary or employer-paid taxes, insurance and employee benefits for employees who are not directly and principally responsible for the operation, repair, maintenance or control of the Stadium Complex (in particular, but not necessarily limited to, players, coaches, trainers and other football operations personnel).

(hhhh) Operating/Game Day Expense Reimbursement: The amount payable by the ECSC to the Bills pursuant to Section 9.4 of the Stadium Lease during each Lease Year to reimburse the Bills for Operating Expenses and Game Day Expenses paid or incurred by the Bills during such Lease Year.

(iiii) Operating/Game Day Expense Reimbursement Cap: $2,915,000 [need to add amount for insurance of Game Day Expenses] or such higher amount as may be calculated in accordance with Section 9.5 of the Stadium Lease.

(jjjj) Operating/Game Day Expense Reimbursement Date: August 1, November 1, February 1 and May 1 of any Lease Year.

(kkkk) Original Lease: The Agreement of Lease, dated as of October 15, 1971, between the County, as landlord, and the Bills' predecessor in interest, as tenant, as amended.

(llll) Parking Areas: All parking lots now or hereafter situated on the Land.

(mmmm) Party: Any one of the County, the ECSC or the Bills.

(nnnn) Permitted Assignee: Any Person which (i) succeeds to the ownership of all or substantially all of the assets of the Bills, including in any event the Franchise, (ii) assumes in writing, by documentation reasonably acceptable to the County and the ECSC, all of the obligations of the Bills under the Stadium Agreements, and (iii) is approved by the NFL in accordance with the NFL Rules and Regulations as the owner of the Franchise.

(oooo) Person: Any Governmental Authority, individual, association, joint venture, partnership, corporation, limited liability company, trust or other entity.

(pppp) Playing Field: The area within the Stadium designed for the playing of NFL football games, including the delineated field of play, all sideline areas and all other surfaces immediately surrounding the delineated field of play.

(qqqq) Players' Strike: Any players "lockout" sanctioned or otherwise approved by the NFL or a majority of the holders of NFL franchises, or strike or other work stoppage sanctioned or otherwise approved by the NFL Players' Association or other properly certified collective bargaining unit representing NFL player personnel.

(rrrr) Post-Season Games: The total schedule of all playoff, championship and "Super Bowl" football games played by NFL Teams.

(ssss) Practice Facilities: The outdoor practice field and related amenities situated on the Land.

(tttt) Pre-Season Games: The total schedule of all football games played by NFL Teams in a given NFL Season prior to the commencement of the Regular Season Games.

(uuuu) Price Index: The Consumer Price Index for all Urban Consumers: All Items (CPI-U), U.S. City Average (1993-1995=100), or if a substantial change is made in the manner of calculating such index or if such index or a successor or substitute index is not available, a reliable governmental or other non-partisan publication evaluating as nearly as possible the same underlying economic indicators as such index.

(vvvv) Proceeding: Any claim, demand, action, suit, litigation, dispute, order, writ, injunction, judgment, assessment, decree, grievance, arbitral action, investigation or other proceeding.

(wwww) Project: The refurbishing, renovation and improvement of the Stadium Complex, as described in the Construction Coordinating Agreement.

(xxxx) Project Agreement: The term "Project Agreement" shall have the meaning ascribed thereto in the Construction Coordinating Agreement.

(yyyy) Project Insurance Policy: The term "Project Insurance Policy" shall have the meaning ascribed thereto in the Construction Coordinating Agreement.

(zzzz) Qualifying License Fee Amount: For any Lease Year, the amount set forth on Exhibit D attached to the Stadium Lease.

(aaaaa) Recoupment Amount: The sum of: (i) the Fall Out Amount; and (ii) the aggregate sum for all Lease Years of the amount by which the Total Deficit exceeds $5,000,000 in each such Lease Year; provided, however, that to the extent an amount attributable to a License Fee Payment Default is included in the calculations of the Fall Out Amount, such amount shall be excluded from the calculations of the Total Deficit.

(bbbbb) Regular Season Games: The total schedule of all football games played by NFL Teams used by the NFL to determine which NFL Teams participate in Post-Season Games.

(ccccc) Release: Any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping or disposing into the environment which could give rise to an Environmental Claim or which is required to be reported pursuant to 40 C.F.R. 302 or 355, or any analogous Environmental Law.

(ddddd) Reserved Areas: (i) The concession and merchandise vending areas of the Stadium Complex; (ii) the Luxury Suites; (iii) the Stadium Club; (iv) the Stadium press box; (v) the Field House and (vi) the Team's administrative offices, locker rooms and training rooms.

(eeeee) Satisfaction: The receipt by the Bills of binding License Agreements for terms of not less than five (5) years each, which will produce aggregate License Fees at least equal to Eleven Million Dollars ($11,000,000) for the 1999 NFL Season.

(fffff) Scoreboards: The sound system, public address system, message boards and game clocks now or hereafter situated within the Stadium.

(ggggg) Signage: All signage (permanent or temporary) in or on the Stadium Complex, including, without limitation, the Scoreboards, Jumbotron or other replay screens, banners, displays, time clocks, message centers, advertisements and signs.

(hhhhh) Stadium: The football stadium situated on the Land, which includes, without limitation, the Club Level Seats, the Jumbotron, the Luxury Suites and the Playing Field.

(iiiii) Stadium Affirmative Action Plan: The affirmative action plan for the Stadium Complex attached hereto as Exhibit E.

(jjjjj) Stadium Agreements: The Construction Coordinating Agreement, the Design Funding Agreement, the Master Lease and the Stadium Lease.

(kkkkk) Stadium Club: The restaurant facilities within the Stadium that are reserved for the exclusive use by Club Seat ticket holders.

(lllll) Stadium Complex: The Access Roads, the Buildings, the Land, the Parking Areas and the Practice Facilities.

(mmmmm) Stadium Events: All Games, Civic Events and Bills Events.

(nnnnn) Stadium Lease: The Stadium Lease, dated as of July __, 1998, between the ECSC, as sublessor, and the Bills, as sublessee, together with all renewals, replacements, modifications and amendments hereof.

(ooooo) Stadium Lease Expiration Date: July 30, 2013, or such earlier date provided for in the Stadium Lease upon which the Stadium Lease Term shall expire.

(ppppp) Stadium Lease Term: The term of the Stadium Lease, beginning on the Commencement Date and ending on the Stadium Lease Expiration Date.

(qqqqq) Stadium Patron: Any Person on or at the Stadium Complex during a Stadium Event.

(rrrrr) State: The State of New York.

(sssss) Structural Repair: Any repair or replacement of a structural nature to the Stadium, the Administration Building, the Field House or the Training Center, including, without limitation, all necessary repairs and replacements of the roof, foundation, doors, windows, loadbearing walls and Playing Field surface.

(ttttt) Sublessee Default: Any of the events listed in Section 24.1 of the Stadium Lease.

(uuuuu) Sublessor Default: Any of the events listed in Section 25.1 of the Stadium Lease.

(vvvvv) Suite Corp.: Buffalo Bills Suite Corp., a New York business corporation having an office and principal place of business at One Bills Drive, Orchard Park, New York 14127.

(wwwww) Survey: The survey of the Stadium Complex a reduced copy of which is attached hereto as Exhibit F.

(xxxxx) Taking: Any appropriation for public purposes, taking by right of eminent domain or other condemnation proceeding initiated by any Governmental Authority with respect to all or any portion of the Stadium Complex.

(yyyyy) Team: The NFL Team owned by the Bills pursuant to the Franchise currently named "Buffalo Bills".

(zzzzz) Term: As used in the Master Lease, the Master Lease Term, and as used in the Stadium Lease, the Stadium Lease Term.

(aaaaaa) Termination Date: July 30th of the Lease Year in which the Bills exercise their option to cancel the Stadium Lease pursuant to Section 7.2 thereof.

(bbbbbb) Termination Fee: The amount set forth in Exhibit G attached to the Stadium Lease to be paid by the Bills to the ECSC upon the exercise of the Bills' option to cancel the Stadium Lease pursuant to Section 7.2 thereof.

(cccccc) Total Deficit: The sum of the Net Ticket Deficit and the License Fee Deficit for any Lease Year.

(dddddd) Training Center: The approximately 75,000 square foot training center and Team operations facility to be constructed on the Land as part of the Project, as described in the Development Study.

(eeeeee) Transfer of Ownership: Any direct or indirect sale, transfer, assignment or other conveyance of (i) the Franchise (or any interest(s) therein) in whole or in part, or (ii) the acquisition by any Person (other than Ralph C. Wilson, Jr., his spouse, any trust or other entity controlled by him or any of his lineal descendants) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of fifty-one percent (51%) or more of the capital stock of the Bills (whether acquired in one or more transactions).

(ffffff) Unaffiliated Vendors: Any Person not employed by the Bills or by the concessionaire selected by the Bills and approved by the County in accordance with Section 4.5 of the Stadium Lease who sells, offers for sale or otherwise attempts to sell any food, beverage or merchandise of any kind or nature whatsoever on the grounds of the Stadium Complex outside of the Stadium.

(gggggg) Unamortized Initial ECSC Investment: The unamortized balance, on a given date, of the Initial ECSC Investment, as set forth on Exhibit H attached to the Stadium Lease. [Exhibit to consist of straight-line amortization schedule for $98.25 million over a one hundred and eighty month period based upon the Default Interest Rate as of the Lease Date.]

(hhhhhh) Unspent Capital Improvement Allowance: For any Lease Year, the amount by which the Capital Improvement Allowance exceeds the amount expended by the County for Structural Repairs.

(iiiiii) Working Capital Assistance: The amounts to be paid by the ECSC to the Bills pursuant to Section 11.1 of the Stadium Lease.

(jjjjjj) Vending Plan: The plan, a copy of which is attached to the Stadium Lease as Exhibit I, outlining (i) the process for the selection, operation, regulation and governance of vending by Unaffiliated Vendors on those portions of the Stadium Complex outside of the Stadium and (ii) the opportunities for non-profit and charitable organizations to operate concession stands within the Stadium.

(kkkkkk) Voucher: The form of voucher attached to the Master Lease as Exhibit __.

If any other provision of this Stadium Lease contradicts any definition of this Article, such other provision will prevail.

1.2 Exhibits and Schedules. The following exhibits and schedules are attached to and made a part of this Stadium Lease:

EXHIBIT A -- Description of Bills' Improvements

EXHIBIT B -- Description of the Land

EXHIBIT C -- NFL Rules and Regulations

EXHIBIT D -- Qualifying License Fee Amounts

EXHIBIT E -- Stadium Affirmative Action Plan

EXHIBIT F -- Survey

EXHIBIT G -- Termination Fee

EXHIBIT H -- Amortization Schedule for Initial ECSC Investment

EXHIBIT I -- Vending Plan

EXHIBIT J -- County Local Law No. 2-1994

EXHIBIT K -- Concessionaire Insurance Requirements

EXHIBIT L -- Suite and Club Seat License Agreements

EXHIBIT M -- County Local Law No. 5-1996

EXHIBIT N -- Section 7.1 Notice

EXHIBIT O -- NFL Counsel Opinion

SCHEDULE 9.4 -- Schedule of Operating/Game Day Expense Reimbursement Payments

ARTICLE 2       DEMISE

2.1 Grant of Sublease. The ECSC hereby subleases the Stadium Complex to the Bills, and the Bills hereby sublease the Stadium Complex from the ECSC, for the Term, on the terms and conditions set forth in this Stadium Lease.

2.2 Reservation of County Facilities. As provided in Section 2.2 of the Master Lease, at all times during the Term, the County Facilities shall be reserved for the exclusive use and occupancy of the County. The Bills covenant and agree that at all times during the Term, the County shall have the right to access and use, on a non-exclusive basis, consistent with existing practice, all first aid and security areas within the Stadium.

2.3 Civic Events. Other than during the NFL Season, the Bills shall make the Stadium Complex available for up to four (4) Civic Events per Lease Year on the following terms and conditions:

(a) Three (3) of such Civic Events shall be available for use by the County or any Person designated by the County, and one (1) of such Civic Events shall be available for use by the ECSC or any Person designated by the ECSC.

(b) At least forty-five (45) days but not more than one-hundred and eighty (180) days prior to the date of the proposed Civic Event, the County or the ECSC, as the case may be, shall notify the Bills in writing of the requested date for such event and shall identify in all material respects to the extent then known the nature of the event, the sponsor, the areas of the Stadium Complex to be utilized, the terms (including ticket prices) of admission, the expected attendance, any special security or other arrangements and any other relevant information reasonably necessary for the Bills to perform their duties as the operator of the Stadium Complex. The notifying party shall update the content of such notice from time to time promptly upon becoming aware of any changes in the information given above and any additional relevant information of the type described above. Upon its receipt of a notice requesting the scheduling of a Civic Event, the Bills shall reserve such date for such Civic Event (unless such date has been previously reserved for another Stadium Event) and shall not schedule any other subsequently proposed Stadium Event on such date without written approval from the County or the ECSC, as the case may be.

(c) In no event shall any Civic Event be scheduled on any date that has been previously reserved for a Bills' Event or another Civic Event. The County, the ECSC and the Bills shall exercise good faith and cooperate with one another in the event of potential conflicts that may arise between proposed events.

(d) In no event shall any Civic Event be a professional football game or other professional sporting contest, nor shall any Civic Event include an event or activity which reasonably may be expected to cause damage to the Playing Field which will not be repaired in a timely fashion.

(e) The Bills shall promptly invoice the County or the ECSC, as the case may be, for all Civic Event Expenses following any Civic Event which it sponsors, and shall include

with such invoice copies of appropriate back-up documentation evidencing such Civic Event Expenses. Within forty-five (45) business days of the receipt by the County or the ECSC of any such invoice, the recipient shall, at its sole cost and expense, reimburse the Bills for all invoiced Civic Event Expenses.

(f) The County and the ECSC shall each retain the admission ticket revenue (if any) from any Civic Event which it sponsors.

(g) All Licensees who seek to use their Luxury Suite or Club Level Seat in conjunction with a Civic Event shall be required to purchase admission tickets for such Civic Event.

(h) The County or the ECSC, as the case may be, shall promptly repair or cause to be repaired any damage to any component of the Stadium Complex arising out of any Civic Event which it sponsors.

(i) Neither the County, the ECSC nor any Person designated by the County or the ECSC with respect to a Civic Event shall have the right to use any of the Reserved Areas during Civic Events.

(j) At the request of the County or the ECSC, as the case may be, the Bills shall operate the Stadium Complex concessions and the Parking Areas during or in connection with a Civic Event at a level deemed appropriate by the Bills, in their reasonable discretion, in light of the nature of the Civic Event and the number of Stadium Patrons expected to attend the Civic Event. All revenue derived from such operations shall belong to the Bills.

2.4 Suitability of the Stadium Complex. The Bills acknowledge that neither the County, the ECSC nor their respective agents or employees have made any representations or warranties as to the suitability or fitness of the Stadium Complex for the operations of the Team or for any other purpose, nor has the County, the ECSC or their respective agents or employees agreed to undertake any alterations or construct any improvements to the Stadium Complex except as expressly provided in the Master Lease, this Stadium Lease and in the Construction Coordinating Agreement.

ARTICLE 3         RENT

3.1 Rent. On or before March 31st of each Lease Year, the Bills shall pay to the ECSC, as rent for the Stadium Complex, fifty percent (50%) of the amount by which Net Ticket Revenue exceeds NFL Average Net Ticket Revenue for the NFL Season concluded on or about February 1st of such Lease Year. Such rent shall be paid to the ECSC without notice or demand and without abatement, deduction or set-off in lawful money of the United States of America at the ECSC's Address and shall be accompanied by a certification, in form and content satisfactory to the ECSC, from an independent nationally recognized certified public accounting firm reasonably acceptable to the ECSC, setting forth the calculations used by the Bills in determining such rental payment.

3.2 NFL Net Ticket Revenue Calculation. On or before March 31st of each Lease Year, the NFL shall furnish the ECSC with the NFL Average Net Ticket Revenue for the preceding NFL Season, together with appropriate backup information so as to permit the ECSC to verify the NFL's computations. In the event the NFL fails or refuses to furnish the information necessary to calculate and verify the NFL Average Net Ticket Revenue for the preceding NFL Season by such date, rent for the then current Lease Year shall be computed by using in lieu thereof the average of the NFL Average Net Ticket Revenue for the four most recently available NFL Seasons. Any rent determined thereby to be due from the Bills to the ECSC shall be promptly remitted to the ECSC in accordance with Section 3.1. Promptly following the furnishing by the NFL of the NFL Average Net Ticket Revenue figures for such NFL Season, rent shall be recomputed and appropriate adjustments between the Bills and the ECSC shall be made.

3.3 Audit. The ECSC shall be entitled from time to time to audit and verify the Books and Records to assure that Net Ticket Revenue and the corresponding rent calculations are in accordance with this Article 3. In the event that any such audit or verification reveals that the rent paid by the Bills for any Lease Year is understated, the Bills will immediately pay to the ECSC such unpaid rent, together with interest at the Default Interest Rate, from the date on which such rent should have been paid. In the event such audit or verification reveals an underpayment of rent of three percent (3%) or more, in addition to such payment, the Bills will immediately reimburse the ECSC for all costs reasonably incurred for such audit and verification.

3.4 Late Payment. In the event that any payment of rent or additional rent due hereunder is not paid by the fifth (5th) day after which it is due, a late charge of five percent (5%) of the overdue amount may be charged by the ECSC for each month or part thereof that the same remains overdue. Any such "late charges" shall be deemed additional rent hereunder.

ARTICLE 4. ADDITIONAL RIGHTS OF THE BILLS WITH RESPECT TO THE STADIUM COMPLEX

4.1 General Right to Receive Revenue Generated at the Stadium Complex. Subject to the terms and conditions of this Stadium Lease, and, in particular Article 2 and Article 4, during the Term, the Bills shall have the exclusive right to contract for, collect, receive and retain all income and revenues of whatever kind or nature realized by, from or in connection with the Stadium Complex, including, without limitation, all revenues, royalties, license fees, concession fees and income and receipts arising from (a) the sale or distribution of admission tickets to Games and Bills' Events (including admission tickets to Club Level Seats, Luxury Suites and general admission seats); (b) the naming of, or the sale, lease or license of the right to name the Stadium Complex or any portion thereof; (c) the sale, lease or license of the Advertising Rights, including Signage; (d) the sale, lease or license of the Broadcast Rights; (e) the sale of food and beverages at the Stadium Complex; (f) the operation of the Parking Areas; (g) the sale of merchandise, programs and other goods and wares of any nature whatsoever at the Stadium Complex; and (h) the use of Luxury Suites and Club Level Seats. Nothing contained herein or elsewhere in the Stadium Agreements shall be construed as a limitation or curtailment of the general regulatory or police powers of the County or any other Governmental Authority. It is further acknowledged and agreed that the rights of the Bills pursuant to this Article 4 (including, without limitation, any contract entered by the Bills pursuant to this Article 4): (a) shall expire at the end of the Term (regardless of whether the Term ends by reason of the attainment of the Stadium Lease Expiration Date or the earlier termination or cancellation thereof); and (b) shall be subject to Applicable Law (including any obligation imposed on the Bills under Applicable Law to collect and remit all required sales and use taxes).

4.2 Naming of Stadium Complex. (a) The Bills shall have the exclusive right to name, or contract from time to time with any Person or Persons on such terms as the Bills may determine with respect to the naming of the Stadium Complex or any portion thereof; provided that (i) the term during which any such name shall apply shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof) and (ii) given the substantial interest of the County and the ECSC in the Stadium Complex and the public character thereof, the Bills shall not permit any name to be given to the Stadium Complex or any portion thereof except in accordance with this Section 4.2.

(b) In the event the Bills name the Stadium Complex or any portion thereof themselves, any name chosen by the Bills (i) shall be consistent with the NFL's policy with respect to the promotion and image of professional football (taking into account the fact that the game has substantial appeal to youth) and (ii) shall not unreasonably cause embarrassment to the County or the ECSC (such as names containing slang, barbarisms or profanity; names that could be construed to encourage the use of alcohol by minors or the use of tobacco by persons of any age; or names that relate to illicit drugs or any sexually oriented business or enterprise).

(c) In the event the Bills contract with any Person or Persons with respect to the naming of the Stadium Complex or any portion thereof, such name shall be subject to the prior approval of the County and the ECSC, which approval shall not be unreasonably withheld. Each of the County and the ECSC shall be deemed to have given its approval to any name requested by the Bills unless, within forty-five (45) days following such party's receipt of the Bills' written request for such approval, such party notifies the Bills of its disapproval in writing.

(d) The Bills agree to indemnify, defend and hold harmless the County and the ECSC from any Losses arising out of the exercise by the Bills of their rights pursuant to this Section 4.2; provided, however, that the foregoing indemnification shall not be construed so as to include any revenue or income which the County or the ECSC might have realized upon the sale or other conveyance of the naming rights to the Stadium Complex or any portion thereof.

(e) Following the selection, and, if necessary, approval by the County and the ECSC of a name for the Stadium Complex, the County shall use commercially reasonable efforts: (i) to cause all existing County road signs which reference the Stadium Complex to identify the Stadium Complex by such name within thirty (30) days of its receipt of written notification of the selection of such name, and (b) to cause all County brochures and literature published thereafter which reference the Stadium Complex to identify the Stadium Complex by such name. Notwithstanding the foregoing, (i) the County shall not have any obligation pursuant to the preceding sentence other than with respect to the initial name given to the Stadium Complex pursuant to this Section 4.2, and (ii) the preceding sentence shall not be construed so as to impose any obligation on the County with respect to any signage, brochures, literature or other media promulgated by any other Governmental Authority.

4.3 Advertising Rights. Subject to Applicable Law, including, but not limited to, County Local Law No. 2-1994, a copy of which is attached hereto as Exhibit J, the Bills shall have the exclusive right to control and contract with respect to the Advertising Rights; provided that (a) the duration of any contract with respect to the Advertising Rights shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof) and (b) given the County's substantial interest in the Stadium Complex and the public character thereof, the Bills shall not erect or permit to be erected any Signage which is intended to remain in place for any period longer than seven (7) days without the County's prior written approval as to the location, size and content thereof, which approval shall not be unreasonably withheld, conditioned or delayed. The County shall be deemed to have given its approval to any Signage requested by the Bills unless, within fifteen (15) business days following receipt of the Bills' written request for such approval, the County notifies the Bills of its disapproval. The Bills agree to indemnify, defend and hold harmless the County and the ECSC from any Losses arising out of the exercise by the Bills of their rights pursuant to this Section 4.3; provided, however, that the foregoing indemnification shall not be construed so as to include any revenue or income which the County or the ECSC might have realized upon the sale or other conveyance of the Advertising Rights.

4.4 Broadcast Rights. The Bills shall have the exclusive right to control, conduct, lease, license, grant concessions with respect to, sell, benefit, control and enter into agreements with respect to the Broadcast Rights; provided that the duration of any contract with respect to the Broadcast Rights shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof).

4.5 Concessions.

(a) The Bills shall have the exclusive right to sell all food and beverages within the Stadium Complex, which shall include the right to contract with any third party or parties to operate the food and beverage concessions at the Stadium Complex; provided that the duration of any contract with respect to the food and beverage concessions shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof).

(b) Any concessionaire with whom the Bills shall contract shall be entitled to bring a reasonably sufficient number of legally-qualified workers into the Stadium, free of charge, in order to operate its concession. Any concessionaire's workers shall at all times be neatly, modestly and cleanly dressed. The concessionaire's workers shall not unreasonably disturb or offend Stadium Patrons or disturb or interfere with any Stadium Events. The Bills shall comply with all Applicable Laws with regard to the grant of the concession rights described herein to any third party and with regard to the operation of the food and beverage concessions at the Stadium Complex. The Bills shall determine the items of food or beverage to be offered, the prices to be charged for such items and the concessionaires to provide such service. Subject to terms and conditions of Article 15, the Bills shall have the right to determine the location of concession stands for the sale of food and beverage concessions and staging areas for the storage and preparation of food and beverages prior to sale, within the Stadium Complex, in its reasonable discretion, subject to considerations for public health, safety and access. The rights granted to the Bills with regard to concessions pursuant to this Stadium Lease shall include the right to determine, in the Bills' reasonable discretion, how many concession areas will be open during any Stadium Events and what items of food and beverage shall be served. For the purposes of this Stadium Lease, the right to sell or offer for sale beverages and all other rights granted to the Bills with regard thereto shall specifically include the right to sell, offer for sale and control the sale of alcoholic beverages, subject to Applicable Law.

(c) Each food and beverage concession contract shall: (i) include a covenant in form of paragraph 1 of the Affirmative Action Plan evidencing the agreement of the concessionaire to refrain from discrimination with respect to its employees at the Stadium Complex; (ii) provide that concessionaire shall maintain the insurance coverages set forth in Exhibit K attached hereto; (iii) provide that the concessionaire shall indemnify, defend and hold harmless the County, the ECSC and their respective Affiliates from and against any and all liability arising out of such concessionaire's operations; (iv) provide that the concessionaire shall comply with Applicable Law; and (v) be subject to the County's review and approval of the non-financial covenants thereof, which approval shall not be unreasonably withheld, conditioned or delayed. One or more representatives of the Bills (who may be employees of any concessionaire) shall be made available to the County and the ECSC as part of the operation of concessions at Stadium Events in order to handle any problems which may arise with regard thereto.

(d) Throughout the Term, the Bills shall use commercially reasonably efforts to cause all food and beverage concessionaires at the Stadium Complex to fully perform and comply with the terms and conditions of the contract between the Bills and such concessionaire, and, upon such concessionaire's breach thereof, enforce through appropriate and lawful means, each such contract in accordance with the terms and conditions thereof.

4.6 Parking. The Bills shall have the exclusive right to operate, manage and control the Parking Areas, and shall determine the fees to be charged for parking at the Stadium Complex; provided, however, that the duration of any contract with respect to the management or operation of the Parking Areas shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof).

4.7 Merchandising. The Bills shall have the exclusive right to sell, lease or contract for the sale or lease of programs, yearbooks, novelties, pendants, hats, clothing, sports equipment, cameras, film, binoculars, headsets or any other items, goods or equipment which the Bills (in their sole discretion) may desire to offer for sale or lease at the Stadium and elsewhere within the Stadium Complex; provided that the duration of any contract with respect to the sale of merchandise at the Stadium Complex shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof). The Bills shall also have the exclusive right to set up carts, kiosks and other similar temporary structures for the sale of such items anywhere on the Stadium Complex at locations selected by the Bills in their reasonable discretion, taking into consideration public safety and access. Neither the County nor the ECSC shall have any rights of approval with regard to the items of merchandise offered for sale or lease at the Stadium or elsewhere within the Stadium Complex, the prices to be charged for such items of merchandise or the concessionaire or concessionaires to provide such merchandise; provided however, that the Bills shall not sell or offer to sell at the Stadium Complex products containing tobacco or any other products which are now or hereafter may be prohibited for sale at the Stadium Complex by Applicable Law.

4.8 Luxury Suites. The Bills shall have the exclusive right to license any or all of the Luxury Suites during the Term, and the Bills shall retain all License Fees and other revenues derived therefrom; provided, however, that the duration of any license with respect to any Luxury Suite shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any termination or cancellation thereof). Without the prior written consent of the County and ECSC, which consent shall not be unreasonably withheld, conditioned or delayed, the Bills shall not utilize any form of agreement to effect such licensing other than forms substantially similar to those attached hereto as Exhibit L. Licensees of Luxury Suites shall have the right to purchase tickets for admission to their Luxury Suite for Civic Events in accordance with Section 2.3(g).

4.9 Club Level Seats. The Bills shall have the exclusive right to license any or all of the Club Level Seats during the Term, and the Bills shall retain all License Fees and other revenues derived therefrom; provided, however, that the duration of any license with respect to any Club Level Seat shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof). Without the prior written consent of the County and ECSC, which consent shall not be unreasonably withheld, conditioned or delayed, the Bills shall not utilize any form of agreement to effect such licensing other than forms substantially similar to those attached hereto as Exhibit L. Licensees of Club Level Seats shall have the right to purchase tickets to utilize their Club Level Seats for Civic Events in accordance with Section 2.3(g).

4.10 Scoreboards. The Bills shall have the exclusive right to use and control the Scoreboards at all Stadium Events during the Term, provided that the County and the ECSC shall have access to the Scoreboards in the event of an emergency. Upon request of the County or the ECSC, as the case may be, the Bills shall make the Scoreboards (and any personnel necessary to operate the Scoreboards) available for all Civic Events.

4.11 Jumbotron. The Bills shall have the exclusive right to use and control the Jumbotron, as well as the control room or rooms used for the operation of the Jumbotron, at all Stadium Events during the Term, provided that the County and the ECSC shall have access to the Jumbotron in the event of an emergency. Upon request of the County or the ECSC, as the case may be, the Bills shall make the Jumbotron (and any personnel necessary to operate the Jumbotron) available for all Civic Events.

ARTICLE 5       USE

5.1 The Bills' Use of the Stadium Complex. Subject to the terms and conditions of this Stadium Lease, during the Term, the Bills shall have the right to use the Stadium Complex for any lawful purpose which (a) is not generally recognized as being contrary to public morals, and (b) does not change the primary purpose of the Stadium Complex from a venue for professional football contests and musical concerts and festivals, consistent with the uses to which the Stadium has been put during the term of the Original Lease. The County and the ECSC acknowledge that the uses to which the Stadium has been put during the term of the Original Lease (i.e., professional football contests and musical concerts and festivals) have not been, and shall not hereafter be deemed to be generally recognized as being contrary to public morals.

5.2 Compliance with Law. Subject to respective obligations of the County and the Bills to perform Capital Improvements required by reason of Applicable Law as hereafter set forth in this Section 5.2, at all times during the Term, the Bills shall, at their sole cost and expense, comply with: (i) all Applicable Laws; (ii) all requirements of any board of fire underwriters or other similar body; and (iii) any direction or occupancy certificate issued by any Governmental Authority. Any Capital Improvement to or within the Stadium Complex, or any part thereof, which may be necessary or required by reason of any Applicable Law (including, without limitation, the Americans With Disabilities Act) and which arises out of or relates to any Bills' Improvement, shall be promptly made by and at the cost and expense of the Bills, subject, however, to the terms and conditions of this Stadium Lease, including without limitation, Article 15 hereof. Pursuant to Section 7.1 of the Master Lease, any other Capital Improvement to or within the Stadium Complex or any part thereof, which may be necessary or required by reason of any Applicable Law (including, without limitation, the Americans With Disabilities Act), shall be promptly made by and at the cost and expense of the County, in accordance with plans and specifications approved by the Bills, such approval not to be unreasonably withheld, conditioned or delayed.

5.3 Covenant Prohibiting Professional Baseball. Notwithstanding the permitted uses set forth in Section 5.1, the Bills shall not keep or maintain a professional baseball franchise at the Stadium Complex without the prior written consent of the County and the ECSC.

5.4 Smoking Ban. Throughout the Term, smoking shall be prohibited in the Buildings, except in accordance with Applicable Law. At all times during the Term, the Bills shall use their best efforts to cause all Stadium Patrons to comply with County Local Law No. 5-1996, a copy of which is attached hereto as Exhibit M. The Bills shall be deemed to have utilized their best efforts to cause all Stadium Patrons to comply with such law if the Bills: (a) post placards throughout the Buildings regarding the prohibition against smoking; (b) refuse entry to the Stadium to any Stadium Patron who is smoking; (c) make at least two (2) announcements over the Stadium's public address system during each Game and Bills Event regarding said prohibition; and (d) notify Stadium Patrons who are seen violating said law that they are doing so.

ARTICLE 6 FRANCHISE MAINTENANCE

6.1 Playing of Games. The NFL covenants and agrees that at all times during the Term, at least fifty percent (50%) of the Team's Regular Season Games will be designated as "home" games. Subject only to the exceptions described in Section 6.2 below, the Bills covenant and agree that, during the Term (as the same may be terminated or cancelled prior to the Stadium Lease Expiration Date in accordance with the terms and conditions hereof), all Games shall be played at the Stadium, unless each of the County and ECSC shall have given prior written consent to the playing of specified Games at a different location or locations, which consent shall be within the sole and absolute discretion of each of the County and ECSC.

6.2 Exceptions. Notwithstanding the provisions of Section 6.1 above, the Bills shall have the right to play any Game at a facility other than the Stadium if, as a proximate result of an event of Force Majeure, the Stadium cannot practically, safely and economically be used by the Bills for any Game, provided that the Bills shall promptly furnish notice to each of the County and ECSC in the event of the occurrence of any such event, which notice shall identify the event, the resulting condition and number of days and Games expected to be played at such other facility.

6.3 Maintenance of the Team and the Franchise.

(a) During the Term, the Bills shall: (i) keep and maintain the Team as a member in good standing of the NFL; (ii) keep and maintain the Franchise in good standing with the NFL; (iii) subject to the fulfillment by the County and the ECSC of their respective obligations to repair and maintain the Stadium Complex pursuant to the Stadium Agreements (and any applicable notice and cure periods provided for therein), keep and maintain the Stadium as the facility designated to and by the NFL as the home facility for the Team; and (iv) continuously operate the Team at the Stadium in accordance with NFL Rules and Regulations. Subject to the provisions of Section 6.2 above and the terms and conditions of this Section 6.3, during the Term, without the prior written consent of the County and the ECSC, which consent shall be within the sole and absolute discretion of each of the County and the ECSC, the Bills shall not: (i) apply to the NFL for approval to allow the Team to play any Games during the Term anywhere other than the Stadium; (ii) relocate, transfer or otherwise move the Team to a location other than the Stadium; (iii) sell, assign or otherwise transfer the Team to any Person who discloses to the Bills an intention to relocate, transfer or otherwise move the Team during the Term to a location other than the Stadium; or (iv) enter into any contract or agreement to sell, assign or otherwise transfer the Team to any Person who discloses to the Bills an intention to relocate, transfer or otherwise move the Team during the Term to a location other than the Stadium.

(b) Notwithstanding the foregoing, it is acknowledged that in the event of a violation of any of the affirmative covenants set forth in clauses (i) and (ii) of the first sentence of subparagraph (a) above which occurs at any time other than during a NFL Season, such violation shall not constitute a Sublessee Default unless and until: (i) the ECSC or the County shall have given the Bills written notice thereof; and (ii) such violation continues for a period of thirty (30) days thereafter, or if such violation cannot reasonably be cured within such thirty (30) day period, if the Bills fail to diligently commence to cure such violation within thirty (30) days after such written notice, and to diligently complete such cure thereafter.

6.4 Transfer of Franchise.

(a) During the Term, the Bills may not sell, assign or otherwise transfer the Franchise or any of their interest in the Franchise to any Person other than a Permitted Assignee.

(b) At least ten (10) days prior to the consummation of any sale, assignment or other transfer of the Franchise or of any interest of the Bills in the Franchise by the Bills to a Permitted Assignee, the Bills shall deliver to each of the County and ECSC for written approval, such approval not to be unreasonably withheld, conditioned or delayed, a copy of the instrument by which such proposed Permitted Assignee agrees to be bound by the terms of the Stadium Agreements and, in particular, the Franchise Maintenance Covenants and to assume and perform all of the Bills' obligations and covenants contained herein.

6.5 Specific Enforcement; Liquidated Damages.

(a) The Parties acknowledge that: (i) the Team, as property, is extraordinary and unique and that under the organization of professional football by and through the NFL, neither the County nor the ECSC may be able to replace the Team; and (ii) that the determination of damages caused by a breach of the Franchise Maintenance Covenants and suffered by the State, the County, the ECSC and the Western New York community would be difficult, if not impossible, to ascertain. Therefore, the Parties acknowledge and agree that there exists no adequate and complete remedy at law to enforce the Franchise Maintenance Covenants, and that equitable relief by way of a decree of specific performance or an injunction (such as a prohibitory injunction barring the Bills from relocating or playing the Games in a facility other than the Stadium or a mandatory injunction requiring the Bills to play the Games at the Stadium) is the only appropriate remedy for the enforcement of the Franchise Maintenance Covenants notwithstanding the provisions for liquidated damages provided elsewhere in this Section 6.5. In amplification and not in limitation of the foregoing, the County and the ECSC acknowledge and agree that, in the event the Bills breach or threaten to breach any of the Franchise Maintenance Covenants, the County and/or the ECSC, as the case may be, shall seek equitable relief before attempting to avail itself or themselves of the liquidated damages provisions set forth in this Section 6.5.

(b) The Bills acknowledge and agree that, if upon the breach of any of the Franchise Maintenance Covenants, equitable relief fashioned to require the Bills to play Games in the Stadium is not granted by a court of competent jurisdiction for any reason, the payment of liquidated damages is the next most appropriate remedy. Therefore, in the event of a breach by the Bills of any of the Franchise Maintenance Covenants and the failure of any such court to grant the equitable relief described in subparagraph (a) above, the Bills shall pay liquidated damages to the County and the ECSC, in the aggregate, as follows:

(i) In the event such breach occurs prior to the commencement of the seventh (7th) Lease Year, the amount of liquidated damages shall be the Unamortized Initial ECSC Investment as of the date of the breach of the relevant Franchise Maintenance Covenant.

(ii) In the event such breach occurs on or after the commencement of the seventh (7th) Lease Year, the amount of liquidated damages shall be one-hundred and fifty percent (150%) of the Termination Fee (less the Recoupment Amount) that would be otherwise due and payable as of the date of such breach if the Bills had validly exercised their option to terminate this Stadium Lease pursuant to Section 7.2, which liquidated damage amount shall be in lieu of the Termination Fee that would have been otherwise payable had the Bills validly exercised their option pursuant to Section 7.2.

(c) In determining the amount of liquidated damages provided for in sub-paragraph (b) above, it is acknowledged and agreed that the Parties have exercised great care to make a reasonable forecast of direct and consequential damages allowable by law that may arise from the breach of any of the Franchise Maintenance Covenants, taking into due consideration: (i) the loss of taxes attributable to Team operations; (ii) the extraordinary involvement, covenants and expense of the public in securing the Team's commitment to play the Games at the Stadium for the Term; (iii) the consequent reduction in value of the Stadium Complex arising from the absence of the Team; (iv) the substantial economic benefit conferred upon the Team through the Stadium Lease intended to assure that the Team will play all of its Games in the Stadium for the Term; (v) the detrimental effects of a breach on the Western New York community; and (vi) the loss of revenues to the Western New York community. Upon the breach of any of the Franchise Maintenance Covenants, and if injunctive relief or specific performance as provided in this Section 6.5 is not granted to either the County or the ECSC, liquidated damages shall be paid by the Bills in immediately available funds in a lump sum not later than ninety (90) days from the date of the breach of any such covenant.

(d) If, upon the breach of any of the Franchise Maintenance Covenants, equitable relief fashioned to require the Bills to play Games in the Stadium is not granted by a court of competent jurisdiction for any reason, the Bills, for themselves, their successors, Permitted Assignees and Affiliates, hereby waive any right, arising hereunder, at law, in equity or otherwise, to object to or otherwise challenge the validity, appropriateness or legitimacy of liquidated damages as the remedy for such breach.

6.6 All Remedies. If, upon a breach or threatened breach of any of the Franchise Maintenance Covenants by the Bills, the equitable remedies and liquidated damages provided for in Section 6.5 are unavailable for any reason, each of the County and the ECSC shall be entitled to pursue all other legal and equitable remedies against the Bills (including, but not limited to, those remedies which are available to the County and the ECSC by reason of a Sublessee Default), whether or not such remedies are specifically set forth in this Article 6; provided, however, that any damages or money judgment obtained in any such legal or equitable proceedings shall not exceed the amount of liquidated damages that the County and the ECSC would have been entitled to receive pursuant to Section 6.5(b) but for such unavailability. All such remedies are cumulative and may be exercised concurrently, successively, or in any order.

6.7 Termination of Covenants. The Franchise Maintenance Covenants shall terminate upon the expiration or earlier rightful termination or cancellation of the Term; provided, however, that no such termination or cancellation shall relieve the Bills of any obligation for liquidated damages arising or accruing pursuant to this Article 6 prior to the date of such termination or cancellation.

6.8 NFL Rules and Regulations. The NFL represents and warrants to each of the County and the ECSC that the excerpts of the NFL Rules and Regulations attached hereto as Exhibit C include all portions thereof relevant to the transactions contemplated by the Stadium Agreements, and are true, correct and complete as of the date hereof. The NFL hereby undertakes to deliver to each of the County and the ECSC, within ten (10) days after the NFL's receipt of a written request therefor, true, correct and complete copies of all subsequent amendments to those portions of the NFL Rules and Regulations that pertain to the transactions contemplated by the Stadium Agreements.

ARTICLE 7. CANCELLATION OF LEASE; LEASE BUYOUT

7.1 Automatic Cancellation of Stadium Lease.

(a) If on or before December 1, 1998, Satisfaction is achieved with respect to the Marketing Campaign or the Bills deliver a written waiver of the necessity therefor, this Stadium Lease shall remain in full force and effect. If, however, Satisfaction is not achieved or otherwise waived in writing on or before December 1, 1998, this Stadium Lease shall automatically terminate, and, except for the terms and conditions hereof which specifically survive such termination, shall become void and of no further force and effect. The effectiveness of such automatic termination shall be conditioned upon the payment by the Bills of the sum set forth in Section 11.2.

(b) While not a condition to either the automatic continuation or termination of this Stadium Lease pursuant to subparagraph (a) above, on or prior to December 1, 1998, but not later than 12:00 noon on December 1, 1998, the Bills shall deliver to each of the ECSC and the County, notice in the form of Exhibit N attached hereto, evidencing either: (i) the achievement of Satisfaction with respect to the Marketing Campaign; (ii) the waiver by the Bills of necessity of achieving Satisfaction with respect to the Marketing Campaign; or (iii) the failure to achieve Satisfaction with respect to the Marketing Campaign.

(c) For the purposes of this Section 7.1, the notice provided for in subparagraph (a) above shall be deemed "delivered" if, on or before 12:00 noon on December 1, 1998, the Bills receive confirmation that notice was successfully transmitted via facsimile to both the ECSC or the County, or the Bills deliver such notices to Federal Express, UPS or other similar private courier for overnight shipment to the ECSC and the County.

7.2 Lease Buyout Option. The Bills shall have the right to terminate this Stadium

Lease effective at 11:59 p.m., Buffalo, New York time, on the last day of any of the sixth (6th) through fourteenth (14th) Lease Years (i.e., July 30th of any of the Lease Years ending in 2004 through 2012). Such right of cancellation shall be exercised by the Bills' delivery to the County and the ECSC of written notice no later than 12:00 noon on February 28th of the Lease Year at the end of which the Bills seek to end the Term. The effectiveness of such notice shall be conditioned upon the payment, on or before the Termination Date, by the Bills to the ECSC of the Termination Fee for such Lease Year less that portion of the Recoupment Amount as may have been agreed upon by the Bills and the ECSC on or before the Termination Date. If it is later determined (either by the agreement of the Bills and the ECSC or by a decision of the arbitrators pursuant to Article 23 of this Stadium Lease) that the Recoupment Amount is greater than the amount actually deducted from the Termination Fee as provided in the immediately preceding sentence, the ECSC shall promptly refund said difference to the Bills. If (a) as of the Termination Date, (i) Transfer of Ownership has occurred, or (ii) the Bills have entered into a contract or other agreement with any Person which contemplates Transfer of Ownership, or (b) prior to the Termination Date, the Bills have had discussions with any Person in contemplation of Transfer of Ownership, and within one (1) year of the Termination Date, (i) the Bills have entered into a contract or agreement with such Person which contemplates Transfer of Ownership or (ii) Transfer of Ownership to such Person has occurred, the Termination Fee shall be one-hundred and fifty percent (150%) of the amount that is otherwise due and payable pursuant to this Section 7.2. The Bills obligation to pay the Termination Fee shall survive the termination of this Stadium Lease.

7.3 Automatic Termination. In the event the Construction Coordinating Agreement is terminated or cancelled pursuant to the terms and conditions thereof, this Stadium Lease and the Term shall automatically terminate as of the end of the Lease Year in which such termination or cancellation occurs and no party shall have any further rights or obligations hereunder.

ARTICLE 8         PLAYERS' STRIKE

8.1 Effect of Players' Strike. If as a result of a Players' Strike occurring during the first six (6) Lease Years, any Home Game is not played at the Stadium, the Game Day Expense Portion of any Operating/Game Day Expense Reimbursement and any Working Capital Assistance previously paid by the ECSC to the Bills for the Lease Year in which such unplayed Home Game falls shall be promptly repaid to ECSC pro-rata as follows: (a) for the Game Day Expense Portion, the amount of such reimbursement for each unplayed Home Game shall be calculated based upon a fraction, the numerator of which shall be the total Game Day Expense Portion for such Lease Year, and the denominator of which shall be the number of scheduled Home Games for such Lease Year, and (b) for the Working Capital Assistance, the amount of such reimbursement shall be calculated based upon a fraction, the numerator of which $3,000,000 and the denominator of which shall be the number of schedule Home Games for such Lease Year.

ARTICLE 9 OPERATION OF THE STADIUM COMPLEX

9.1 General Operation of the Stadium Complex. Subject to the terms and conditions of this Stadium Lease, including, but not limited to, Section 10.1 of this Stadium Lease, the Bills shall have the exclusive right, power, authority and obligation to direct all aspects of the operation, repair, maintenance, management and control of the Stadium Complex at all times during the Term acting on their own behalf and not as an agent of either the County or the ECSC. The Bills shall have such discretion in the operation, repair, maintenance, management and control of the Stadium Complex as may be needed to perform efficiently their responsibilities under this Stadium Lease. Without limiting the generality of the foregoing and without limiting the County's, the ECSC's and the Bills' rights and obligations set forth elsewhere in this Stadium Lease, during the Term, the Bills shall perform the following:

(a) Operate, repair and maintain the Stadium Complex or cause the Stadium Complex to be operated, repaired and maintained in good condition and repair and otherwise in accordance with Applicable Law and NFL Rules and Regulations, normal wear and tear and the Structural Repair obligations of the County pursuant to Section 10.1 of this Stadium Lease and Section 7.1 of the Master Lease excepted;

(b) Establish and implement an annual preventative maintenance program for the Stadium Complex reasonably satisfactory to the ECSC and the County which shall have as its principal objective minimization of Structural Repairs and Operating Expenses;

(c) Regulate the use of the Stadium Complex consistent with the provisions of Article 5 and, in furtherance thereof, submit to the County and the ECSC prior to the beginning of each fiscal year of the County an annual operating plan for such fiscal year indicating the type and nature of events that are then contemplated for the Stadium Complex during such fiscal year (based on information then available);

(d) Employ, engage, promote, discharge and otherwise supervise and control the work of all employees, and contract with all independent contractors, deemed necessary or advisable by the Bills to discharge their responsibilities with respect to the operation, repair, maintenance, management and control of the Stadium Complex under this Stadium Lease;

(e) Procure and maintain throughout the Term all Bills' Insurance Policies;

(f) Pay or cause to be paid all Assessments (subject, however, to the terms and conditions of Article 20);

(g) Operate, repair, maintain, manage and control the Access Roads;

(h) Contract for and manage all security personnel and systems for the Stadium Complex and otherwise control all aspects of access (including restricting access) to the Stadium Complex;

(i) Provide and enter into contracts for the furnishing to the Stadium Complex of (i) all utilities, including electricity, gas, sewage, water and telephone, (ii) cleaning and janitorial services and adequate dumpsters and trash removal, (iii) elevator and boiler maintenance service, air conditioning maintenance service and other equipment maintenance service, (iv) laundry service, and (v) any and all services deemed advisable by the Bills in conjunction with the operation, repair, maintenance, management and control of the Stadium Complex;

(j) Purchase all supplies and materials regularly used and consumed in the operation, repair, maintenance, management and control of the Stadium Complex;

(k) Obtain and maintain licenses and permits in the operation, repair, maintenance, management and control of the Stadium Complex in accordance with Applicable Law (provided, however, that the Bills shall not be required to obtain or maintain any licenses or permits that may be required in connection with the management or operation of any Civic Events which are not otherwise required in conjunction with the Bills' general management and operation of the Stadium Complex);

(l) Impose and enforce such rules and regulations governing use of the Stadium Complex as it may establish from time to time (acting reasonably and subject to prior consultation with the County and the ECSC with respect thereto) to assist in ensuring the use of the Stadium Complex by all Persons consistent with the terms of this Stadium Lease (with a copy of such rules and regulations and any amendments thereto to be furnished to the County and the ECSC promptly after the promulgation thereof); and

(m) Maintain the Books and Records in accordance with GAAP.

9.2 Other Stadium Complex Operations. Subject to the terms and conditions of this Stadium Lease, and in particular the limitations of Article 4 of this Stadium Lease, the Bills shall have the exclusive right, power, authority and obligation to direct all aspects of the operation, management and control of the income or revenue producing activity at the Stadium Complex at all times during the Term acting on their own behalf and not as an agent of either the County or the ECSC. The Bills shall have such discretion in the operation, management and control of such activities as may be needed to perform efficiently its responsibilities under this Stadium Lease. Without limiting the generality of the foregoing and without limiting the County's, the ECSC's and the Bills' rights and obligations set forth elsewhere in this Stadium Lease, during the Term, the Bills shall, at their sole cost and expense, perform the following:

(a) Operate, repair and maintain the Bills' Improvements and the Bills' equipment, personal property and trade fixtures situated in or on the Stadium Complex, or cause such property to be operated, repaired and maintained in good condition and repair and otherwise in accordance with Applicable Law and NFL Rules and Regulations, normal wear and tear excepted;

(b) Select all concessionaires and vendors (other than Unaffiliated Vendors) selling food, beverages, novelties, souvenirs, programs, merchandise and wares of any nature whatsoever in any part of the Stadium Complex;

(c) Operate or cause to be operated all restaurants and other dining facilities located in the Stadium Complex during all Stadium Events;

(d) Establish procedures, rules and policies regarding employee relations, and all aspects of advertising, publicity and promotion at the Stadium Complex; and

(e) Directly or through its Affiliates, sell, market and establish the price of all admission tickets for all Games and Bills Events.

9.3 Responsibility for Operating and Game Day Expenses. Subject to the reimbursement provisions provided for in Section 9.4 hereof, the Bills shall bear all Operating Expenses and Game Day Expenses.

9.4 Reimbursement of Operating Expenses and Game Day Expenses.

(a) Provided no Material Sublessee Default has occurred and is continuing, during the Term, the ECSC shall reimburse the Bills for Operating Expenses and Game Day Expenses paid by the Bills in any given Lease Year up to the Operating/Game Day Reimbursement Cap for such Lease Year. Any portion of the Operating/Game Day Expense Reimbursement due Bills hereunder which is not paid by the ECSC when due shall bear interest at the Default Interest Rate from the date that said sum was due until actually paid by the ECSC.

(b) Not later than forty-five (45) days prior to each Operating/Game Day Expense Reimbursement Date, the Bills shall submit to the ECSC a Voucher for disbursement of Operating/Game Day Expense Reimbursement in the amount of the applicable percentage shown on Schedule 9.4 attached hereto. As a courtesy, contemporaneous with the delivery of such Voucher to the ECSC, the Bills shall provide the County with a copy thereof. Provided no Material Sublessee Default has occurred and is continuing, on each such Operating/Game Day Expense Reimbursement Date, the ECSC shall remit to the Bills funds equal to the applicable percentage of the Operating/Game Day Expense Reimbursement due on such date according to such schedule.

(c) As soon as practicable following the conclusion of each Lease Year, but in no event later that the one-hundred and twentieth (120th) day thereafter, the Bills' chief financial officer shall deliver to the ECSC a summary (together with appropriate back-up documentation) establishing the actual amount of Operating Expenses and Game Day Expenses paid by the Bills during such Lease Year. As a courtesy, contemporaneous with the delivery of such summary and back-up documentation to the ECSC, the Bills shall provide the County with copies thereof. In the event such summary reveals that the actual amount of Operating Expenses and Game Day Expenses paid by the Bills during the preceding Lease Year is less than the total of all Operating/Game Day Expense Reimbursement payments made by the ECSC during such Lease Year, such excess reimbursement shall be offset against the next quarterly Operating/Game Day Expense Reimbursement payment to be paid by the ECSC to the Bills hereunder, unless such excess reimbursement shall have occurred during the last year of the Term, in which case such excess reimbursement shall be immediately repaid to the ECSC by the Bills (which repayment obligation shall survive the expiration or earlier cancellation or other cessation of the Term).

(d) In the event that the ECSC objects to any Operating Expense or Game Day Expense item as shown in such officer's report, the ECSC shall notify the Bills of such objection not less than sixty (60) days after the receipt of the summary provided for in Section 9.4(c). If, within thirty (30) days after the receipt of any such objection notice, the Bills and the ECSC are unable to agree upon the propriety of such Operating Expense or Game Day Expense item reimbursed to the Bills hereunder, the ECSC may instruct the Bills to engage an independent nationally recognized certified public accounting firm reasonably acceptable to the ECSC to determine the propriety of such Operating Expense or Game Day Expense item for reimbursement hereunder. The Bills shall direct such accountants (i) to deliver their report (which shall be addressed to the ECSC and the Bills) to such parties within a reasonable period (and in no event later than forty-five (45) days) after being notified to proceed with their review; and (ii) to advise the ECSC and the Bills in such report whether the disputed item was properly reimbursed hereunder. The report of such accountants will be binding upon the ECSC and the Bills. To the extent that such accountants determine that any Operating Expense or Game Day Expense item reimbursed to the Bills was ineligible for such reimbursement, the amount of such ineligible reimbursement shall be deducted from the next quarterly Operating/Game Day Expense Reimbursement Payment to be paid by the ECSC to the Bills hereunder. The costs and expenses of such accountant