DEVELOPMENT AGREEMENT

., th
Dated September ~ 0, 2017

BY AND AMONG

BUTCHERTOWN DEVELOPMENT DISTRICT, LLC,

LOUISVILLE CITY STADIUM, LLC,

LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, AND

METRO DEVELOPMENT AUTHORITY, INC.

 DEVELOPMENT AGREEMENT

4l THIS DEVELOPMENT AGREEMENT ("Agreement") is made and entered into this

~0 day of September, 2017 (the "Effective Date") by and among (i) BUTCHERTOWN
DEVELOPMENT DISTRICT, LLC, a Kentucky limited liability company, with its principal
office located at 127 South 6th Street, Louisville, Kentucky 40202 ("BDD"); (ii) LOUISVILLE
CITY STADIUM, LLC, a Kentucky limited liability company with its principal office located
at 127 South 6th Street, Louisville, Kentucky 40202 ("Louisville City Stadium") (BDD and
Louisville City Stadium are sometimes hereinafter referred to collectively as the "LCFC
Parties"); (iii) LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, a
Kentucky consolidated local government, acting by and through its Economic Development
Deprutment, 444 S. Fifth Street, Suite 600, Louisville, Kentucky 40202 ("Metro"); and (iv)
METRO DEVELOPMENT AUTHORITY, INC., a Kentucky non-profit, non-stock
corporation, with its principal office located at 444 S. Fifth Street, Louisville, Kentucky 40202
("Authority'') (the Metro Parties are sometimes hereinafter referred to collectively as the
"Metro Parties", and BDD, Louisville City Stadium, Metro, and Authority being hereinafter
refeTI'ed to individually as a "Party" and collectively as the "Parties").

WITNESSETH:

WHEREAS, Metro commissioned a feasibility study which was completed by

Conventions, Sports & Leisure International ("CSL") in August 2016, and which resulted in the
identification of several contiguous tracts in the Butchertown area that, if assembled, could serve
as an ideal site for the location of a major sports venue such as a soccer stadium;

WHEREAS, the pru·cels so identified in such CSL study have been designated as
Brownfields, and the elimination of the same by Metro is a high priority when considering
economic development sites;

WHEREAS, land assembly has proven to be critical to Metro when attempting to

effectuate large economic development projects;

WHEREAS, Metro believes that this consolidated site comprising approximately 40+/-
acres could serve as an ideal site for the location of a soccer stadium for the immediate future of
hosting Louisville City FC in the United Soccer League ("USL"), and which stadium could also
be expanded to host a future MLS team should Metro be granted a franchise in the coming years,
with the remainder of the site being well situated to promote commercial development in the
Butche1iown ru·ea;

WHEREAS, even in the event that a soccer stadium is not built on the consolidated site,
Metro believes that the purchase of the land is an excellent investment that would lead to
important future commercial development at a strategic location in the central business district;

WHEREAS, the option agreements more fully described on Exhibit A attached hereto
and incorporated herein (collectively, the "Option Agreements"), have been assigned to
 Authority pursuant to a certain Assignment Agreement of even date herewith (the "Assignment
Agreement"); and

WHEREAS, upon receiving the necessary approvals from Louisville Metro Council
("Metro Council"), Authority will purchase the real property subject to the Option Agreements
(the "Redevelopment Property", and with each individual parcel being hereafter referred to as a
"Redevelopment Parcel")~ and

WHEREAS, the LCFC Parties have presented to the Metro Parties a conceptual plan for
the redevelopment of the Redevelopment Prope1iy for mixed-use purposes, including (i) the
constmction of a soc_cer stadium and related parking by Louisville City Stadium and/or affiliates
thereof upon a portion of the Redevelopment Property which is anticipated to comprise
approximately 15 acres as contemplated by A1iicle II of this Agreement (the "Stadium"), and
(ii) the development of the remaining usable portions of the Redevelopment Property for other
potential commercial uses as may be determined by BDD from time to time as contemplated in
Article III of this Agreement (the "Commercial Uses") (the Stadium and the Commercial Uses
are hereinafter refened to collectively as the "Project"); and

WHEREAS, Authority is a non-profit corporation established by Metro pursuant to KRS

Chapter 5 8 to act as an agency and instrumentality of Metro and is the agency of release,
pursuant to the Act; and

WHEREAS·, Metro has determined that it is in the best interests of Metro that BDD and
Louisville City Stadium develop and constmct the Stadium and have the opportunity to develop
the remainder of the Project, and that the development of the Project shall be in furtherance of
the public pmposes of Metro in that the Project, when completed, will enhance the economic
vitality of the Butchertown area of Metro (the "Butchertown Area"), increase property values
and employment, tourism and convention business and attract additional investment to the
Butchertown Area; and

WHEREAS, because of the expense and risk involved in the development of the Project,
BDD and Louisville City Stadium are unwilling to make the required investments to constmct
the Project without support from the Metro Parties to induce BDD and Louisville City Stadiun1
to make such investments; and

WHEREAS, because of the importance of the Project to the economic vitality of the
Butchertown Area, the Metro Parties agree to provide suppmi to BDD and Louisville ·City
Stadium in accordance with the terms of this Agreement and to undertake the obligations set
forth in this Agreement to induce BDD and Louisville City Stadium to undertake the Project;

NOW THEREFORE, in consideration of foregoing premises, which are hereby

incorporated within this Agreement, and for the mutual covenants and undeliakings contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Parties hereto hereby agree as follows:

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 ARTICLE I

FINANCIAL COMMITMENTS

Section 1.01. Metro's Financial Contributions.

A. The Metro Parties have requested that Metrn Council approve a contribution of
$30,000,000 (the "Metro Contribution'') to (a) fund the cost of closing the purchase of the
Redevelopment Property, (b) provide additional funding toward the costs of (i) demolition,
clearing and land preparation of, and other Site Work (as hereafter defined) on, the
Redevelopment Prope1ty, and (ii) Environmental Testing and Environmental Remediation (as
such terms are hereafter defined) of the Redevelopment Property, and (c) fund a portion of the
payment of the costs of work for the Project which would qualify as public infrastructure and
other qualified costs related to the Project under the TIF (as hereafter defined), including for the
Public Infrastructure as further described in Section 4.10 below.

B. Should Metro Council fail to so approve the proposed Project and the Metro
Contribution by September 28, 2017 (the "Metro Approval Deadline"), then the LCFC Parties
shall within thirty (30) days thereafter elect upon written notice to the Metro Pmiies one of the
following options:

(i) To te1minate this Agreement; or

(ii) To terminate this Agreement and elect to have Authority thereupon assign
the Option Agreements to the LCFC Parties, or a designee thereof, as applicable, in
exchange for reimbursement to the Metro Parties of the option payments paid thereby.

C. Should the Metro Contribution prove to be insufficient to fund the entirety of the
costs intended to be funded thereby under this Agreement, the LCFC Parties may elect to fund,
or to cause affiliates thereof to fund, such excess costs (hereafter referred to as the "Excess
Infrastructure Costs"), and the Metro Parties will cooperate therewith and agree that any such
Excess Infrastructure Costs shall be eligible costs to be reimbursed to the LCFC Parties from the
TIF.

Section 1.02. Stadium Financial Commitment.

A. It is anticipated that upon satisfaction of the applicable Conditions Precedent (as

hereafter defined), Louisville City Stadium will expend at least $45,000,000.00, and likely in
excess of $50,000,000.00, in financing and capital to fund the construction of the Stadium and
the development of the Stadium Parcel beyond the work to be perfo1med or funded by the Metro
Parties from the Metro Contribution pursuant to this Agreement, such funds to be secured in a
fo1m and on terms to chosen by Louisville City Stadium, which will include, upon approval by
Metro Council, an application to Kentucky Economic Development Finance Authority
("KEDFA") for a Mixed~Use Redevelopment pursuant to KRS l54.30-060 (the "TIF"). It is
expected that additional private investment in excess of $100 million will be spent with respect
to the development of the Commercial Prope1iy, as defined in Section 3.01 .

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 B. After Metro Council approval, the LCFC Parties shall, with the assistance of the
Metro Parties, cause an application for the TIF to be submitted fo1· the purpose of funding the
costs permitted thereunder for the Stadium and other Project costs, including as referenced in
Section 4.03 below. The LCFC Parties agree that the local, ad valorem real property tax shall
not be pledged by Metro under, or requested in the application for, the TIF, as Metro's
participation in the Project is through funding the Metro Contribution. The revenue generated by
the tax revenues to be retained by Metro and excluded from the TIF is expected to be
approximately $12,000,000.00 over the twenty (20) year term of the TIF,

Section 1.03. Reimbursement Amount.

A. Once the development of the Project has commenced and the Stadium is
completed, the LCFC Patties agree to pay, and the Metro Parties agree to accept the receipt of,
an aggregate amount of $14,500,000.00 (the "Reimbursement Amount"), as payment in full
for, and for the release and conveyance of, the Stadium Parcel, the Lots developed from, and any
remaining portion of, the Commercial Property (as hereafter defined), subject to the credits
against the Reimbursement Agreement as hereafter provided. The LCFC Parties agree that the
Reimbursement Amount shall be paid to the Metro Parties on or before the date falling twenty
(20) years after the earlier of (i) the date upon which the Stadium opens to the public, or (ii)
April 1, 2020.

B. The following amounts shall be credited against the Reimbursement Amount:

(i) The aggregate amount of rentals paid to Metro or Authority ( or any

assignee thereo1) under the Stadium Grow1d Lease (as defined in Section 2.10 below);
(ii) The amount paid as the Stadium Purchase Price as defined and as
contemplated under Section 2.11 below;
(iii) The aggregate amount of rentals paid to Metro or Authority (or any
assignee thereof) for the lease of any Lots (as hereafter defined) as contemplated under
Section 3.02 below; and
(iv) The aggregate amount paid to Metro or Authority for the sale and
purchase of any Lots (as hereafter defined) or other portions of the Commercial Property
(as hereafter defined in Section 3.02 below).

C. Subject to compliance with all applicable laws, rules, regulations and ordinances,
once construction of the Stadium has commenced, Metro approval will not be required for any
third-party purchasers 01· lessees of any Lot, including the purchase or lease of any Lot by BDD
or any affiliate or designee thereof, provided that the Minimum Release Price is paid for any
such sale, or the Minimum Lease Rate is payable under any such ground lease of a Lot, as
applicable.

Section 1.04. Failure to Construct Stadium.

A. In the event that the Metro Parties have performed their obligations under this
Agreement, the applicable Governmental Approvals and Stadium Permits (as hereafter defined)
have been issued, the appropriate Conditions Precedent have been satisfied and Louisville City

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Stadium nonetheless fails to commence construction of the Stadium as defined in Section 2.01
on or before January 1, 2019 (the "Stadium Commencement Deadline"), then this Agreement
may be terminated by any Party upon written notice given to all of the other Parties within thirty
(30) days thereafter; provided, that the Stadium Commencement Deadline shall be extended by
delays due to Force Majeure (as hereafter defined), and as may be elected by the LCFC Parties to
permit the issuance of necessary Governmental Approvals and Stadium Peimits, and the
satisfaction of all applicable Conditions Precedent related to the obligations of the Metro Patties.

B. Upon any such termination of this Agreement pursuant to Section l.04(A) above,
then (a) the LCFC Parties shall have the right upon written notice to the Metro Parties given
within sixty (60) days after such termination (the "Section 1.04 Purchase Notice") to elect to
purchase the Redevelopment Property from Metro or Authority, as applicable, for an aggregate
amount equal to the amount of the Metro Contribution actually expended by Metro in accoi-dance
with this Agreement and the related out-of-pocket and financing costs incuned by the Metro
Parties with respect to the performance of this Agreement (collectively, "Metro's Project
Costs"), or (b) if the LCFC Parties do not timely give the Section 1.04 Purchase No6ce to the
Metro Parties, then the Metro Parties shall have the right and ability to assume control of and to
deal with the Redevelopment Property as desired thereafter in the sole discretion thereof,
including, without limitation to convey any and all of the Redevelopment Property to another
developer, or to hold the property free and clear of any obligation to construct a stadium or other
athletic venue.

C. The closing of any purchase of the Redevelopment Property pursuant to this

Section 1.04 shall occur at a location within Louisville Metro specified, and on date elected, by
the LCFC Parties, and falling within 60 days after the Section 1.04 Purchase Notice from the
LCFC Parties. At such closing, Metro shall cause Authority to convey the Redevelopment
Property to the purchaser thereof designated by the LCFC Parties by Special WaITanty Deed,
free and clear of any liens or encumbrances, except for the lien of ad valorem taxes not yet due
and payable, and otherwise subject to only the easements, covenants, conditions and restrictions
of record with respect to the Redevelopment Property as of the Effective Date or thereafter
recorded or imposed with the consent of the LCFC Parties during the Term (as hereafter
defined), upon payment of the amount due for such purchase, with other costs of closing to be
borne by and/or prorated between the purchaser and Authority in accordance with customary
practice in the Louisville Metro ru·ea.

ARTICLE II

UNDERTAKINGS OF LOUISVILLE CITY STADIUM

Section 2.01. The Stadium Development. Louisville City Stadium agrees to construct, or
cause to be constructed, at its sole cost and expense (except as otherwise set fo1th in this
Agreement), the Stadium upon (i) the full execution of the Stadium Ground Lease and the lease
theretmder of the applicable area of the Redevelopment Prope1ty as described in Section 2.02
hereof by Authority to LouisviJle City Stadium as contemplated by this Agreement, (ii) the
issuance of the Governmental Approvals and of all other permits and approvals necessary to
commence and complete construction and/or operation of the Stadium as contemplated by this

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 Agreement (collectively, the "Stadium Permits"), with the exception of permits that are
n01mally and customarily obtained in the ordinary course following commencement and/or
completion of construction, such as certificates of occupancy and/or any other permits which by
their nature are unable to be issued other than during the course of construction, such as
plumbing, electrical and sprinkler permits, and (iii) the satisfaction of the applicable Conditions
Precedent.

Section 2.02. Stadium Description.

A. The "Stadium" shall consist of the construction of the improvements as illustrated

on the conceptual design drawings, attached hereto as Exhibit B, subject to approval of all
applicable agencies and governmental authorities, approval of the USL, and the satisfaction of
all applicable Conditions Precedent contemplated by this Agreement.

B. The approximate area of the Redevelopment Property which will comprise the
Stadium and related parking, amenities and improvements to be constructed by Louisville City
Stadium is depicted on Exhibit C attached hereto and incorporated herein (the "Stadium
Parcel"). The final boundaries of the Stadium Parcel will be detennined by Louisville City
Stadium in conjunction with seeking all necessary approvals of the construction of the Stadium
thereon, and shall be subdivided as a separate legal parcel from the remainder of the
Redevelopment Property pursuant to an appropriate minor or other subdivision plat (the
"Stadium Parcel Plat") to be prepared by an engineering firm or surveyor selected by •the
LCFC Parties. Metro and/or Authority, as applicable, shall support the approval by the
Louisville Metro Planning Commission (the "Planning Commission") and all other applicable
agencies and authorities of, and shall join in and execute as required, such Stadium Parcel Plat
and all other applications and documentation necessary and appropriate to create the Stadium
Parcel as a separate legal parcel.

C. The Metro Patties agree that Louisville City Stadium shall have the right to cause
the sidewalks and rights of way abutting the Stadium Parcel to be improved with outdoor
seating areas, bicycle racks, landscaping enhancements, signs, awnings, and similar
improvements for the benefit of the Stadium and Stadium Parcel, all at no cost other than the
cost of installation and maintenance of the applicable improvements, subject to obtaining the
usual and customai·y permits or licenses. Louisville City Stadium and all invitees of the
Stadium shall have a right of ingress and egress over such sidewalks and other rights of way for
the purpose of vehicular and pedestrian access to the Stadium Parcel and to all
loading/unloading ai·eas serving the Stadium pursuant to usual and customary permits issued by
Metro.

Section 2.03. Stadium Plans and Constmction.

A. Louisville City Stadium anticipates that the Stadium will be completed within
twenty-four (24) months from the commencement of constmction thereof, subject to
performance by the Metro Parties of the respective obligations thereof under this Agreement, the
satisfaction of all applicable Conditions Precedent (including the required approval from the
Planning Commission and issuance of all required permits) and the other provisions of this
Agreement, and to delay due to Force Majeure.

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 B. The final plans and specifications for the Stadium (the "Stadium Plans") shall be
developed by Louisville City Stadium to be in compliance with applicable laws, rules,
regulations, codes and ordinances applicable to everyone on a general basis with respect to such
matters, and in no event may Metro or Authoi·ity be permitted to require any alterations,
additions or changes to the Project Plans without the prior approval of Louisville City Stadium in
the sole discretion thereof. Louisville City Stadium shall (a) deliver to the Metro Patties a copy
of the Stadium Plans and changes thereto during construction of the Stadium, and (b) display to
the Metro Parties and their counsel under condition of confidentiality (i) itemized projections of
the costs of the Stadium and of the initial operations thereof, (ii) an itemized accounting of the
funding sources from which Louisville City Stadium will pay the costs of the Stadium and the
costs of the initial operations thereof, and (iii) any approved te1m sheets/fmancing commitments
from lending institution(s) agreeing to fund construction costs of the Stadium, as all of the same
are developed and finalized by Louisville City Stadium from time to time.

C. Louisville City Stadium shall ensure that all construction on the Stadium is of a
high quality and workman-like manner.

D. Metro, its agents and employees, shall be granted a right of entry upon the
Stadium Parcel at reasonable times upon twenty-four (24) hours' notice during construction of
the Stadium to enable Metro to inspect construction of the Stadium through the course of
constrnction, although Metro shall have no obligation to do so. In exercising the foregoing right,
Metro, its agents and employees shall not in any way interfere with the construction of the
Stadium and shall abide by reasonable safety precautions required by Louisville City Stadium's
constrnction manager.

Section 2.04. Design of the Stadium.

A. The Metro Pa1ties acknowledge and agree that no approval of the Stadium or
Stadium Plans is required from either the Waterfront Development Corporation ("WDC") or
under the Downtown Review Overlay District ("DROD"). Once Louisville City Stadium
completes the Stadium Plans and elects to proceed with the construction thereof, then provided
that all applicable Conditions Precedent have been satisfied, Louisville City Stadium shall
proceed in a commercially reasonable manner to apply for all permits and approvals required for
constrnction of the Stadium, and the Metro Parties shall assist and support Louisville City
Stadium in these efforts, including, without limitation, in obtaining approval of the Stadium and
Stadium Plans from all applicable agencies, utility providers and · governmental authorities,
including the Planning Commission. Louisville City Stadium will meet periodically with the
City Representative, upon the reasonable prior request thereof and during regular business hours,
to discuss each successive version of the Stadium Plans.

B. At the time Louisville City Stadium applies for the preliminary building pe1mit
for any construction work, Louisville City Stadium shall, for info1mational purposes only, notify
the City Representative of the availability of, and make available during regular business hours
to the City Representative, a set of the Stadium Plans for such construction work.

Section 2.05. Stadium Costs. Louisville City Stadium will bear the costs to construct the
Stadium, including the costs of designing, constructing, furnishing, and opening the Stadium (but

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excluding the costs funded by the Meh·o Contribution); provided, that Louisville City Stadium
will be entitled to proceeds :from the TIF over the term thereof as recovery of such costs.
Louisville City Stadium shall further be solely responsible for obtaining financing (whether from
institutional lender(s) or otherwise) adequate to complete the Stadium (excluding the costs
funded by the Metro Contribution). Louisville City Stadium shall be permitted to mortgage and
pledge its interests under the Stadium Ground Lease as collateral security for such Stadium
construction financing, the closing and funding of which financing shall be one of the Conditions
Precedent under this Agreement.

Section 2.06. Codes. Notwithstanding any provision of this Agreement to contr·ary, the
Project shall comply, in all material respects, with all federal, state and local laws, codes,
ordinances, statutes and regulations (as modified by any applicable variance or special
exceptions).

Section 2.07. Employment Regulations.

A. The LCFC Parties intend to make a good faith effort to achieve the goals set forth
in Louisville Metro Code of Ordinances Section 37.75 with respect to minority pru.1icipation,
women patticipation and residents within the Louisville MSA during the construction of the
Project.

B. In accordance with the requirements of applicable law, Louisville City Stadium

shall not refuse to hire or employ, or bar or discharge from employment, nor discriminate against
any person in compensation or in terms, conditions or privileges of employment because of sex,
race, creed, color, national origin, sexual orientation or disability. At all times during the
construction of the Stadium and in accordance with applicable law, Louisville City Stadium shall
take reasonable steps to ensure that its employees and the employees of its contractors and
subcontractors are treated during employment, without i-egard to their sex, race, creed, color and
national origin, sexual orientation or disability, and that its contractors and subcontr·actors that
are constructing the Stadium do not refuse to hire or employ, or bar or discharge from
employment, nor discriminate against any person in compensation or in te1ms, conditions, or
privileges of employment because of sex, race, creed, color, national origin, sexual orientation or
disability.

Section 2.08. Indemnification. Except as may otherwise be provided herein and except
for claims arising as a result of a default hereunder by Metro and/or Authority, Louisville City
Stadium agrees to indemnify the Metro Patties against any filing of any third-party claims or
liens on any pai1 of the Stadium Parcel as a result of Louisville City Stadium's construction of
the Stadium, and shall hold the Metro Parties harmless from any and all such claims or liens,
except to the extent any such claim or lien is caused by the negligent act or omission or
intentional or willful misconduct of the Metro Parties or any of their employees or agents acting
within the scope of their employment or agency.

Section 2.09. Requirement for Reporting. Louisville City Stadium agrees to use
commercially reasonable efforts to require all applicable taxpayers with respect to the Stadium,
including tenants, businesses, employers, contractors and subcontractors, to obtain separate tax

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 identification numbers for all State and City taxes paid or collected by them for activities
occurring within the Stadium, and to report all required information concerning taxes paid or
collected to Authority on a timely basis, including:

A. A completed Tax Increment Financing Business Questionnaire for Louisville City

Stadium and any lessees operating within the Stadium throughout the life of the TIF;

B. Completed, signed, and notarized information sharing agreements (e.g. KY

Department of Revenue Fo1m 51A.290 and any other applicable fmm agreements) between each
contractor or subcontractor and each vendor from which materials are purchased, and which
Kentucky sales or use tax is paid;

C. A periodic capital expenditure report evidencing all capital expenditures made in

relation to the Stadium to date as and when required from time to time under applicable law, rule
or regulation. Such capital expenditure report shall continue to be submitted as and when
required until the substantial completion of the Stadium. Each capital expenditure report shall
include copies of paid invoices or receipts related to the capital expenditures to the extent
required by Authority. All capital expenditure reports shall clearly identify each capital
expenditure item and the specific facility and/or improvement to which the expenditure was
related; and

D. A periodic tax report, for Louisville City Stadium's own operations as well as for
any lessee operating within the Stadium, no later than sixty (60) days after the end of each
calendar year, evidencing the following taxes generated within the Stadium and paid during the
previous calendar year:

(i) Total state income taxes withheld from employees working within the
Stadium or on the Stadium Parcel and remitted to the Kentucky Department of Revenue
during the previous calendar year; and

(ii) Total state sales taxes collected and remitted to the Department of
Revenue during the previous calendar year on sales transacted within the Stadium or on
the Stadium Parcel.

E. If the TIF is activated prior to completion of construction of the Stadium,

Louisville City Stadium shall require each contractor and sub-contractor to also complete and
sign a Tax Increment Financing Business Questionnaire, and to also submit periodic payroll
reports displaying state income taxes withheld from or paid employees for work performed
related to the Stadium through substantial completion of construction.

Section 2.10. Stadium Ground Lease. Authority shall lease the Stadium Parcel to
Louisville City Stadium, or an affiliate thereof, pursuant to a ground lease (the "Stadium
Ground Lease") in a fom1 to be agreed by the Paities as a Condition Precedent and which will
provide for (a) an initial term of 20 years, with up to two (2) consecutive 15-year extensions to
be exercised at Louisville City Stadium's option, and (b) a triple-net annual ground rent
commencing upon construction completion and equal to the product of (i) the then c111rnnt
Ground Rent Multiplier (as hereafter defined), and (ii) the product of (A) $300,000.00, and (B)

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 the number of acres comprised by the Stadium Parcel (e.g. if the Stadium Parcel comprises 15
acres and the then current Ground Rent Multiplier is two percent (2%), then the annual rent
under the Stadium Ground Lease will be the product of 2% x [$300,000.00 x 15 acres] =
$90,000.00). The annual rent due under the Stadium Ground Lease may be paid monthly, or
annually upon the commencement of each lease year, as elected by Louisville City Stadium, and
shall be credited against the Reimbursement Amount as and when paid.

Section 2.11. Option to Purchase Stadium Parcel. Louisville City Stadium shall have an
option to purchase the Stadium Parcel (the "Stadium Purchase Option") at any time during the
term of the Stadium Ground Lease, as extended, for an aggregate purchase price (the "Stadium
Purchase Price") equal to the lesser of (a) the product of(i) $300,000.00, and (ii) the number of
acres comprised by the Stadium Parcel, or (b) the balance of the Reimbursement Amount as of
the date of closing pursuant to the Stadium Purchase Option. Upon exercise of the Stadium
Purchase Option, the ground rent payable under the Stadium Ground Lease shall be prorated to
the date of closing of the purchase, the Stadium Ground Lease will terminate as of such closing
and the Stadium Purchase Price shall be credited against the Reimbursement Amount as and
when paid; provided, that if the Reimbmsement Amount has been paid in full prior to such
closing, then the Stadium Purchase Price shall be $1.00. The closing of such a conveyance of the
Stadium Parcel pursuant to the foregoing shall occur at a location within Louisville Metro
specified, and on date elected, by Louisville City Stadium. At the closing pursuant to the
Stadium Purchase Option, Metro shall cause Authority to convey the Stadium Parcel by Special
Warranty Deed free and clear of any liens or encumbrances, except for the lien of ad valorem
taxes not yet due and payable, and otherwise subject to only the easements, covenants,
conditions and restrictions of record with 1·espect to the Stadium Parcel as of the Effective Date
or thereafter recorded or imposed with the consent of the LCFC Parties during the Term, with
other costs of closing to be borne by and/or prorated between Louisville City Stadium and
Authority in accordance with customary practice in the Louisville Metro area.

Section 2.12. Audit of Expenditures. In order to ensure that the construction of the
Stadium complies fully with Metro and State reporting requirements, including but not limited to
TIF reporting requirements, Metro shall select a City Auditor, at its sole expense, to review all
financial records related to the construction of the Stadium. Louisville City Stadium agrees to
provide full and complete access to the City Auditor of all of its records and accounts related to
the Stadium at all times during the construction and a reasonable time after completion. Subject
to KRS Chapter 131, the complete work product of the City Auditor shall be made available to
Louisville City Stadium and may be used by Louisville City Stadium for other compliance
purposes.

Section 2.13. Stadium Completion Covenant and Guaranty.

A. Prnvided that this Agreement is not earlier terminated in accordance with the
terms hereof, and subject to ( a) satisfaction of all applicable Conditions Precedent and issuance
of appmpriate Governmental Approvals and Stadium Permits, (b) the timely performance by the
Metro Parties of the respective obligations thereof under this Agreement, and (c) delays due to
Force Majeure, Louisville City Stadium shall construct the Stadium in accordance with the terms
and conditions of this Agreement, for a cost anticipated to be at least $45,000,000 (the "Stadium

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Costs"). As used in this Section, the costs included in the determination of the Stadium Costs
are the Project costs incurred by Louisville City Stadium and others in connection with
designing, constrncting, furnishing and opening the Stadium, including, without limitation, hard
costs, soft costs, development rights, legal and professional fees, furniture, fixtures and
equipment, applicable Excess Infrastructure Costs, and pre-opening operating supplies and
expenses; provided, however, the following costs shall be excluded from the Stadium Costs: the
cost of the acquisition of the Stadium Parcel; any development fee or percentage management
fee payable to Louisville City Stadium or BDD, or to any affiliated entities controlled thereby;
and any interest costs to Louisville City Stadium of financing the Stadium.

B. Soccer Holdings, LLC, a Kentucky limited liability company and the parent of the
LCFC Parties ("Soccer Holdings"), joins in this Agreement and hereby (a) guarantees the
performance of the obligations of Louisville City Stadium under Section 2.13(A) in the
completion of the construction of the Stadium after the commencement thereof, and (b) agrees to
be bound by the covenants thereof set forth in Sections 2.14(E) and (F) below.

Section 2.14. Additional Representations and Covenants of Louisville City Stadium and
Soccer Holdings. Each of Louisville City Stadium and Soccer Holdings, as applicable,
represents and covenants as follows:

A. Louisville City Stadium is a limited liability company duly formed and validly
existing under the laws of Kentucky with the power and authority to enter into this Agreement.

B. Louisville City Stadium is not a "foreign person" as that te1m is defined in

Section 144 5 of the Internal Revenue Code and applicable regulations.

C. The execution of this Agreement and of the Stadium Ground Lease, and the
construction of the Stadium by Louisville City Stadium, will not violate any applicable statute,
law, ordinance, code, rule or regulation or any restriction or agreement binding upon or
otherwise applicable to Louisville City Stadium.

D. During the tenn of the Stadium Ground Lease, or until such earlier date as the
Reimbursement Amount has been paid in full, Louisville City Stadium shall not, without the
prior written consent of Metro or Authority, which consent will not be unreasonably delayed,
withheld or conditioned, become a party to or the subject of any agreement, transaction or related
series of transactions which results in a Stadium Change of Control. For the purpose of this
Section 12.14(D), "Stadium Change of Control" means the occurrence of one or more of the
following events: (a) any sale, lease, exchange or other transfer (in a single transaction or a
series of related transactions) of all or substantially all of the assets of Louisville City Stadium to
any person or entity, either individually, or acting in concert with one or more other persons or
entities; or (b) the sale, exchange, assignment or other transfer to any person or entity, either
individually, or acting in conceit with one or more other persons or entities, by any shareholder,
partner, member or owner of any units of ownership of Louisville City Stadium representing
50% or more of the combined voting power of all outstanding units of ownership of Louisville
City Stadium; provided, that transfers among the existing members or managers of Louisville
City Stadium and/or entities under common control therewith, and/or persons having a marital or

11
 family relationship therewith and any trusts for the benefit thereof, shall be excluded from the
definition of a Stadium Change of Control.

E. During the te1m of the Stadium Ground Lease, or until such earlier date as the
Reimbursement Amount has been paid in full, Soccer Holdings shall not, without the prior
written consent of Metro or Authority, which consent will not be unreasonably delayed, withheld
or conditioned, become a party to or the subject of any agreement, transaction or related series of
transactions which results in a SH Change of Control. For the purpose of this Section 12.14(E),
"SH Change of Control" means the occmTence of one or more of the following events: (a) any
sale, lease, exchange or other transfer (in a single transaction or a series of related transactions)
of all or substantially all of the assets of Soccer Holdings to any person or entity, either
individually, or acting in conce1i with one or more other persons or entities; or (b) the sale,
exchange, assignment or other transfer to any person or entity, either individually, or acting in
concert with one or more other persons or entities, by any shareholder, partner, member or owner
of any units of ownership of Soccer Holdings representing 50% or more of the combined voting
power of all outstanding units of ownership of Soccer Holdings; provided, that transfers among
the existing members or managers of Soccer Holdings and/or entities under common control
therewith, and/or persons having a marital or family relationship therewith and any trusts for the
benefit thereof, shall be excluded from the definition of a SH Change of Control.

F, In the event that, during the term of the Stadium Ground Lease, Soccer Holdings
sells its interest in Louisville City FC to a third party ("Successor FC Owner"), said sale
agreement shall include a provision that thereafter during the term of the Stadium Ground Lease,
or until such earlier date as the Reimbursement Amount has been paid in full, Successor FC
Owner shall not move or relocate Louisville City FC from Louisville Metro, and Successor FC
Owner shall assume the terms of, and the rights and liabilities of Louisville City Stadium under,
the Stadium Ground Lease. For purposes hereof, a "third patiy" shall be a person or entity which
is not an existing member or manager of Soccer Holdings, or an entity under common control
therewith and/or persons having a marital or family relationship therewith.

G. None of the LCFC Parties or Soccer Holdings has made any untrue statement of a
material fact or failed to state a material fact in this Agreement.

To Louisville City Stadium's knowledge, there are no actions, suits or proceedings

pending or threatened against Louisville City Stadium which would, if adversely dete1mined,
affect Louisville City Stadium's ability to enter into this Agreement or construct the Stadium in
accordance with this Agreement.

Section 2.15. Louisville City Stadium Percentage Payment.

A. Louisville City Stadium agrees to pay to Louisville Metro a percentage payment

equal to ten percent (10%) of Louisville City Stadium's Operating Cash Flow (as defined below)
for each calendar year ("Louisville City Stadium Percentage Payment") in excess of
$750,000 (the "OCF Hurdle"); provided, however, that the Louisville City Stadium Percentage
Payment shall be subject to a cap of $2,000,000 in the aggregate (the "Louisville City Stadium
Percentage Payment Cap"). Louisville City Stadium shall pay the Louisville City Stadium
Percentage Payment (subject to the Louisville City Stadium Percentage Payment Cap) beginning

12
 in the first calendar year of the operation of the Stadium and ending at the end of the
fifteenth calendar year thereafter.

B. As used herein and with respect to the applicable accounting period, the term
"Operating Cash Flow" shall mean the Net Income of Louisville City Stadium for each such
calendar year, calculated on an accrual basis and consistent with Generally Accepted Accounting
Principles, and (i) adding back any deduction for depreciation and amortization
expense taken for such year, (ii) adding back any deduction for expenses taken for such
year for any amounts paid to any shareholder, partner, member or owner of any units of
ownership of Louisville City Stadium, or to any affiliate thereof, or to any shareholder, partner,
member or owner of any units of ownership of Soccer Holdings, BOD or Louisville City FC,
LLC ("Louisville City Team"), which are not ordinary and necessary in the nmmal course of
business, and (iii) deducting therefrom any required and scheduled principal
payments due during such calendar year to any third party lender which is not a shareholder,
paiiner, member or owner of any units of ownership of Louisville City
Stadium, or of an affiliate thereof, or a shareholder, partner, member or owner of any units of
ownership of Soccer Holdings, BDD or Louisville City Team.

C. If a shareholder, partner, member, or owner of any units of ownership of

Louisville City Stadium or an affiliate thereof, or a shareholder, partner, member or owner of any
units of ownership of Soccer Holdings, BDD or Louisville City Team extends capital debt or
equity in excess of $15 million dollars to be contributed to the Stadium, the Parties agree to re-
negotiate this Section 2.15.

ARTICLE III

UNDERTAKINGSOFBDD

Section 3.01. Commercial Prope1iy. For purposes of this Agreement, the area of the
Redevelopment Property remaining after the subdivision of the Stadium Parcel therefrom and
less the dedication of portions thereof necessary for rights-of-way and/or easements for the
construction/relocation of roadways, sidewalks, drainage facilities and other improvements
appropriate for the Project in accordance with the Project Development Plan (as hereafter
defined), shall be referred to as the "Commercial Property". The Paliies agree as follows with
regard to the Project:

A. BDD and Louisville City Stadium shall create a preliminary site and development
plan for the Project (the "Project Development Plan") to include (i) a conceptual site and
development plan for the Stadium and Stadium Parcel, (ii) a conceptual site and development
plan for the Commercial Property, and (iii) the anticipated work related to the Project to be
constructed or completed by directly by the Metro Parties and the LCFC Parties, as applicable.

B. The site and development plan for the Commercial Prope1ty (the "Commercial
Property Development Plan") shall be developed and modified by BDD from time to time
during the Term so as to be in compliance with applicable laws, rnles, regulations, codes and
ordinances applicable to everyone on a general basis with respect to such matters, and in no
event may the Metro Parties be permitted to require any alterations, additions or changes to the

13
 Commercial Property Development Plan without the prior approval of BDD in its sole discretion.
BDD will serve as the exclusive developer of the Commercial Property, with the exclusive right
to manage, plan and develop the Commercial Property, and the exclusive option to purchase the
Commercial Property and all Lots (as hereafter defined) developed within the Commercial
Property, in accordance with the terms of this Agreement.

C. During the Term, and for so long as BDD is not in default under this Agreement
beyond any applicable grace or curative period, the Metro Paities may cooperate with BDD as
requested in the marketing of the Lots, including referral of potential tenants and purchasers, but
shall not, and shall not permit any agency thereof, without the prior consent of BDD, to (i)
separately market all or any portion of the Commercial Property, (ii) engage in discussions or
negotiations with prospective purchasers, tenants or joint venturers of or with respect to any
portion of the Commercial Property, and (iii) accept any offers with respect to any portion of the
Commercial Property, whether for lease, purchase, exchange or otherwise.

D. The Metro Parties acknowledge and agree that no approval of the Project
Development Plan or of the Commercial Property Development Plan is required from either the
WDC or under the DROD. BDD shall proceed in a commercially reasonable manner in seeking
any permits and approvals for development of the Commercial Property and each Lot to be
developed therefrom, and the Metro Parties shall assist and support BDD in these efforts,
including, without limitation, in obtaining approval of Project Development Plan and the
Commercial Property Development Plan, and the detailed district development plan and all other
applicable plans and submissions applicable to each Lot, from all applicable agencies, utility
providers and governmental authorities, including the Planning Commission.

Section 3.02. Lot Sales; Lot Leases.

A. During the Term, Authority will hold title to the Commercial Property for the
benefit ofBDD until BDD makes a request to Authority for conveyance of all or a portion of the
Commercial Property pursuant to the te1ms of this Agreement. Each such request for a
conveyance submitted by BDD to Authority will (i) be in writing with a copy to Metro, (ii)
describe a subdivided lot from or other p01iion of the Commercial Property (a "Lot") to be
conveyed to BDD, its designee or a designated third-paiiy purchaser, (iii) specify the purchase
price to be paid for the Lot (a "Lot Purchase Price"), and (iv) include the fmm of special
wru1·anty deed (a "Lot Deed") to be executed and delivered for the Lot by Authority, which Lot
Deed will specify the grantee designated by BDD; provided, that each Lot shall be subject to a
Minimum Release Price (as hereafter defined).

B. 'The minimum Lot Purchase Price for any Lot (the "Minimum Release Price")
shall be an amount equal to the product of (a) the number of acres comprised by the subject Lot
to be sold, and (b) a per acre amount determined by dividing the then cmTent unpaid balance of
the Reimbursement Amount, net of the amount which would be the then applicable Stadium
Purchase Price if the Stadium Purchase Option were exercised, by the total area in acres of the
Commercial Property then owned by Authority; provided, however, that no real estate sales
commissions or other marketing or development fees or charges shall be paid from the sale
proceeds of any Lot to the extent that the amount to be paid to Authority from such sale would
be reduced below the agreed upon Minimum Release Price for such Lot. Once the

14
 Reimbursement Amount has been paid in full, Authority shall within ten (10) days after written
request from BDD, convey to BDD or its designee the remaining unsold Commercial Property
and Lots which are not subject to a Lot Lease (as hereafter defined) for a purchase price of $1.00
per Lot or tract, as applicable. The closing of such a conveyance pursuant to the foregoing shall
occur at a location within Louisville Metro specified, and on date elected, by BDD. At such
closing, Metro shall cause Authority to so convey such remaining Commercial Property and Lots
to BDD or its designee by Special Warranty Deed free and clear of any liens or encumbrances,
except for the lien of ad valorem taxes not yet due and payable, and otherwise subject to only the
easements, covenants, conditions and restrictions of record with respect to such prope1iy as of
the Effective Date or thereafter recorded or imposed with the consent of the LCFC Parties during
the Term, with other costs of closing to be borne by and/or prorated between the purchaser and
Authority in accordance with customary practice in the Louisville Metro area.

C. In lieu of purchasing a Lot as contemplated above, during the Term BDD or its
designee shall have the option to lease the Lot from Authority on a triple-net basis (a "Lot
Lease"), with the closing on a Lot Lease to be subject to the applicable closing conditions
hereafter set fo1th in this Agreement, and with the fo1m of Lot Lease to be agreed by the Parties
as a Condition Precedent. Each Lot Lease shall provide for an initial term of 20 years, with up to
two consecutive 15-year extensions to be exercised at tenant's option, and provide for a triple-net
annual ground rent ("Lot Rent") equal to at least (the "Minimum Lease Rate") the product of
(a) the then current Ground Rent Multiplier, and (b) the Minimum Release Price which would be
applicable to such Lot at the time of the Lot Lease (e.g. if the Minimum Release Price for a Lot
at the time of the Lot Lease is $2,250,000 and the then current Ground Rent Multiplier is two
percent (2%), then the Minimum Lease Rate for such Lot will be $45,000.00 per year [i.e. 2% x
$2,250,000 = $45,000.00]). Such annual Lot Rent may be paid monthly or annually upon the
commencement of each lease year as elected by the subject tenant. Each Lot Lease shall provide
that the tenant thereunder shall have the exclusive right to purchase the Lot upon written notice
to Authority and the payment of the Minimum Release Price which would then be applicable
thereto as calculated under Section 3.02(B) above. Such sale and purchase of a Lot so subject to
a Lot Lease shall otherwise be made in the same manner as a sale and purchase of a Lot under
this Agreement as contemplated in Sections 3.02(A) and (B) above. Once the Reimbursement
Amount has been paid in full, Authority shall upon at least ten (10) days' prior written notice by
the lessee thereunder, convey the Lot subject to a Lot Lease to such lessee thereof for a purchase
price of $1.00. Each closing of such a conveyance pursuant to the foregoing shall occur at a
location within Louisville Metro specified, and on date elected, by the applicable Lot lessee. At
each such closing, the applicable Lot Lease will terminate and Metro shall cause Authority to so
convey the subject Lot to the lessee thereof or its designee by Special Warranty Deed free and
clear of any liens or encumbrances, except for the lien of ad valorem taxes not yet due and
payable, and otherwise subject to only the easements, covenants, conditions and restrictions of
record with respect to the applicable Lot as of the Effective Date or thereafter recorded or
imposed with the consent of the LCFC Parties or lessee of such Lot during the Term, with other
costs of closing to be borne by and/or prorated between the purchaser and Authority in
accordance with customary practice in the Louisville Metro area. For purposes of this
Agreement, the "Ground Rent Multiplier" shall mean: (i) two percent (2%) during the initial
ten (10) years of the term of the Stadium Ground Lease and of any Lot Lease; and (ii) four
percent (4%) for the remainder of the term of the Stadium Ground Lease and of any Lot Lease,
as extended. The Parties can amend the Ground Rent Multiplier applicable to the Stadium

15
 Ground Lease and any current or future Lot Lease by separate letter agreement if the
circumstances so dictate.

D. As a prerequisite to the execution of a Lot Lease and if required by Metro, BDD

or the designated lessee under the Lot Lease shall enter into a Payment in Lieu of Taxes
Agreement (a "PILOT Agreement") with Metro, which shall require the tenant under the Lot
Lease, in addition to the rent payable thereunder, to make payments to Metro for applicable ad
valorem real estate taxes, and/or other applicable service district taxes or fees applicable to the
area of the Commercial Property, including but not limited to Urban Service District taxes,
which PILOT Agreement shall be in the no1mal and customary form utilized by Metro.

E. The Metro Parties shall cooperate with BDD in, and execute all applications and
other documents incident to, obtaining all necessary approvals for the subdivision of a Lot from
the remainder of the Commercial Property, and will execute, acknowledge and deliver the
subject Lot Deed, or the Lot Lease thereof, as applicable, to BDD 01· its designee once such
approvals, including any approved subdivision plat(s), have been obtained by BDD.

F. Subject to the satisfaction of all applicable Conditions Precedent and the other
applicable provisions of this Agreement, and to the approval of a subdivision plat creating the
subject Lot, the closing (a "Closing") of the sale and purchase of a Lot, or of a Lot Lease, shall
occur at such time and place, and from time to time, as requested by BDD by written notice to
the Metro Parties. At each Closing:

(i) The subject Lot shall be conveyed to BDD or its designee by Lot Deed or
Lot Lease, free and clear of all liens and encumbrances other than the lien of ad valorem
taxes and assessments not yet due and payable, if any, and subject only to governmental
laws and regulations (including applicable zoning regulations) affecting the Lot, and to
easements, covenants, conditions and restrictions of record with respect to such Lot as of
the Effective Date or thereafter recorded or imposed with the consent ofBDD during the
Term (collectively, the "Permitted Exceptions").

(ii) The ad valorem property taxes assessed against the subject Lot, if any, and
due and payable in the year of Closing, shall be prorated on a calendar year basis to date
of Closing.

(iii) Any Urban Services District ad valorem taxes shall be prorated from the
July I preceding the date of Closing.

(iv) Metro or Authority shall pay the transfer tax, if any, on the conveyance of
the Lot, and the grantee under the Lot Deed shall pay the recording fees therefor.

(v) All utilities and other operating expenses, if any, associated with the
subject Lot shall be prorated as of the date of the Closing, and each party shall bear its
own legal and other expenses associated with the Closing.

Section 3.03. Indemnification. Except as may otherwise be provided herein and except
for claims arising as a result of a default hereunder by Metro and/or Authority, BDD agrees to

16
indemnify the Metro Parties against any third-party claim or filing of any lien on any pait of the
Commercial Property owned by Authority as a result of BDD's actions under this Agreement,
and shall hold the Metro Paities hannless from any and all such claims or liens, except to the
extent any such claim or lien is caused by the negligent act or omission or intentional or willful
misconduct of the Metro Parties or any of their employees or agents acting within the scope of
their employment or agency.

• Section 3.04. Requirement for Tax Reporting. As and when appropriate during the Term
after KEDFA approval of the TIF and funding of the Metro Contribution, BDD agrees to
thereafter use its commercially reasonable efforts to require, by inclusion of appropriate
covenants in each applicable contract, all applicable taxpayers with respect to each Lot with
which BDD has a contractual relationship, including tenants, businesses, employers, contractors
a.11d subcontractors, to obtain separate tax identification numbers for all State and City taxes paid
or collected by them for activities occuning within the Commercial Prope1ty, and to repmt all
required information concerning taxes paid or collected to Authority on a timely basis as shall be
appropriate or required with regard to a.11d during the tenn of the TIF, including:

A. A completed Tax Increment Financing Business Questionnaire for BDD and any
businesses operating within the Commercial Property throughout the term of the TIF;

B. Completed, signed, and notarized inf01mation sharing agreements (e.g. KY

Department of Revenue F01m 51A.290 and any other applicable form agreements) between each
contractor or subcontractor and each vendor from which mate1ials are purchased, and which
Kentucky sales or use tax is paid;

C. A periodic capital expenditure report evidencing all capital expenditures made by

the applicable person or entity in relation to the Commercial Prope1ty to date as a.11d when
required from time to time under applicable law, rule or regulation, and requiring that such
capital expenditure report shall continue to be submitted as and when required from time to time
under applicable law, rule or regulation until the substantial completion of the Commercial
Property. Each capital expenditure report shall include copies of paid invoices or receipts related
to the capital expenditures to the extent required by Authority. All capital expenditure reports
shall clearly identify each capital expenditure item and the specific facility and/or improvement
to which the expenditure was related.

D. A periodic tax report, for BDD's own operations, and an appropriate covenant as
contemplated above requiring each other business operating within the Commercial Property, no
later than sixty (60) days after the end of each calendar year, evidencing the following taxes
generated within the Ptoject and paid during the previous calendar year:

(i) Total state income taxes Vvithheld from employees working within the
Commercial Property and remitted to the Kentucky Department of Revenue dudng the
previous calendai· year; and

17
 (ii) Total state sales taxes collected and remitted to the Department of
Revenue during the previous calendar year on sales transacted within the Commercial
Property.

E. If the TIF is activated prior to completion of constmction in the Commercial

Property, BDD shall by contact require each contractor, and require each contractor to so require
each sub-contractor, to also complete and sign a Tax Increment Financing Business
Questionnaire, and to also submit periodic payroll reports displaying state income taxes withheld
from or paid employees for work performed related to the Commercial Property through
substantial completion of construction.

Section 3.05. Audit of Expenditures. In order to ensure that construction with regard to
the Commercial Property complies fully with Metro and State reporting requirements, including
but not limited to TIF reporting requirements, the City Auditor selected with respect to the
Stadium, or any other auditor retained by Metro at its sole expense, shall be entitled to review all
fmancial records related to expenditures made by BDD with regard to the Commercial Property.
BDD agrees to provide full and complete access to such auditor of all of its records and accounts
related to the Commercial Property at all times during the Tetm. Subject to KRS 131, the
complete work product of any such auditor shall be made available to BDD and may be used by
BDD for other compliance purposes.

Section 3.06. Additional Representations and Covenants of BDD. BDD represents and
covenants as follows:

A. BDD is a limited liability company duly formed and validly existing under the
laws of Kentucky with the power and authority to enter into this Agreement.

B. BDD is not a "foreign person" as that term is defined in Section 1445 of the
Internal Revenue Code and applicable regulations.

C. Until the earlier to occur of (a) the payment in full of the Reimbursement
Amount, (b) the sale or lease of all Lots as contemplated by this Agreement, or (c) at least
$10,000,000.00 has been paid toward the Reimbursement Ammmt within the initial ten (10)
year period of the TIF, BDD shall not, without the prior written consent of Metro or Authority,
which consent will not be lll1reasonably delayed, withheld or conditioned, become a party to or
the subject of any agreement, transaction or related series of ti-ansactions which results in a
BDD Change of Control. Thereafter no such consent from Metro or Authority shall be
required. For the purpose of this Section 3.06(C), "BDD Change of Control" means the
occun-ence of one or more of the following events: (a) any sale, lease, exchange or other
transfer (in a single transaction or a series of related transactions) of all or substantially all of
the assets of BDD to any person or entity, either individually, or acting in concert with one or
more other persons or entities, or (b) the sale, exchange, assignment or other transfer to any
person or entity, either individually, or acting in concert with one or more other persons or
entities, by BDD or any shareholder, partner, member or owner of any units of ownership of
the BDD representing 50% or more of the combined voting power of all outstanding units of
ownership of BDD; provided, that transfers among the existing members or managers of BDD
and/or entities under common control therewith, and/or persons having a marital or family

18
 relationship therewith and any trusts for the benefit thereof, shall be excluded from the
definition ofBDD Change of Control.

D. The execution of this Agreement and the fulfillment by BDD of its obligations
hereunder will not violate any applicable statute, law, ordinance, code, rule or regulation or any
restriction or agreement binding upon or otherwise applicable to BDD.

E. BDD, in this Agreement, has not made any untrue statement of a material fact or
failed to state a material fact.

F. To BDD's knowledge, there are no actions, suits or proceedings pending or

threatened against BDD which would, if adversely determined, affect BDD's ability to enter into
this Agreement or perform its obligations hereunder in accordance with this Agreement.

ARTICLE IV

UNDERTAKINGS OF METRO AND AUTHORITY

Section 4.01. Site Work; Remediation; Utility Extensions; Electrical Facilities.

A. Metro Contribution Disbursement. The remainder of the Metro Contribution after

the closing of the purchase of the Redevelopment Property (the "Post-Closing Metro
Contribution") will be deemed distributed to the LCFC Patties and be deposited into escrow by
Metro with a federally-insured bank located in Metro Louisville, to be thereafter disbursed from
such escrow for direct payment to third parties, and/or reimbursement to the LCFC Parties or
affiliates thereof, as applicable, for payment of the other costs related to the Project and
Redevelopment Prope1iy to be funded by the Metro Contribution under in this Agreement. Such
funds shall be drawn and paid from escrow upon presentation of certified draws from the LCFC
Parties as approved by Authority in the reasonable discretion thereof, and which approval shall
be given by Metro for payment of all such expenditures made in accordance with this
Agreement, when requested by the LCFC Parties so as to permit the Parties to meet the
scheduling under the Project Development Plan and the deadlines otherwise imposed under this
Agreement.

B. Site Work. Subject to expenditure of a maximum amount equal to the Post-

Closing Metro Contribution:

(i) the Metro Parties shall be responsible for all (1) clearing and grubbing, (2)
demolition of all structures, foundations and parking areas, and (3) grading, cut, fill and
compaction with clean fill, and other related site and development work, determined
necessary and appropriate by the LCFC Parties in order to bring the Stadium Parcel and
the other buildable areas of the Redevelopment Property, including any areas thereof that
are located within the 100-year floodplain which can and are approved by all necessary
governmental authorities to be filled and elevated above the 100-year floodplain as
determined necessary by the LCFC Parties, to a finished, level and compacted condition
suitable for construction of improvements thereon as contemplated by this Agreement
and as otherwise approved by all applicable agencies, utility providers and governmental

19
 authorities and as acceptable to the LCFC Parties, as appropriate (collectively, the "Site
Work").

(ii) the Metro Parties shall use the respective best commercially reasonable
efforts thereof, and shall cooperate with the LCFC Parties, in order to seek all necessary
permits and approvals to fill and elevate the areas of the Redevelopment Property located
within the 100-year floodplain or otherwise susceptible to floodwater retention, detention
or presence related to the Ohio River and tributaries thereof, as a part of the Site Work
and so as to maximize the area of the Redevelopment Property suitable for improvement
and use as contemplated by this Agreement.

C. Environmental Remediation. The Metro Parties have been responsible for

performing all testing, assessments and other examinations of the Redevelopment Property prior
to the Effective Date of this Agreement (the "Environmental Testing") in order to determine to
what extent Hazardous Materials (as defined below) are present in, on, or under the
Redevelopment Property, and have determined that any such presence is acceptable to the Metro
Parties. Subject to expenditure of a maximum amount equal to the aggregate amount of the Post-
Closing Metro Contribution, the Metro Parties shall conduct any remedial measures or
management of any such Hazardous Materials disclosed by the Environmental Testing, or
otherwise lmown to be present upon any portion of the Redevelopment Property, as may be
required by the Commonwealth of Kentucky National Resources and Environmental Protection
Cabinet or any other local or federal agency or authority, in order to pe1mit the use of the
Stadium Parcel and the Commercial Property for the purposes contemplated by this Agreement
(collectively, the "Environmental Remediation"). As used herein, the term "Hazardous
Material" means collectively (a) petroleum and the products and by-products thereof, (b)
asbestos, and (c) any radioactive, hazardous or toxic substance, material or waste which is or
becomes regulated by any applicable federal, state, or local governmental agency or authority,
including, any material or substance which is (i) designated as a "hazardous substance" pursuant
to Section 311 of the Federal Water Pollution Control Act (33 USC Section 1317), (ii) defined as
"hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery
Act (42 USC Section 6903), (iii) defined as a "hazardous substance" pursuant to Section 101(14)
of the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA")
(42 USC Section 9601), and (iv) defined as a "pollutant" or "contaminant" pursuant to Section
101(33) of CERCLA.

D. Utility Extensions. Subject to expenditure of a maxim11m amount equal to the

Post-Closing Me1rn Contribution, the Metro Parties shall be responsible for extending all public
utility services (including electricity, potable water, natural gas, sanitary sewers and storm
sewers/drainage) to the boundaries of the Stadium Par·cel and the boundaries of the Commercial
Property, with each such service to be in sufficient size and capacity to serve the Stadium and
uses permitted to be constructed upon the Commercial Property (collectively, the "Utility
Extensions").

E. Electrical Transmission Facilities. The Metro Parties shall use the respective best
commercially reasonable efforts thereof and cooperate with the LCFC Parties to seek the
agreement of the utility providers which own or have authority over the above-ground electrical
transmission lines and related facilities located on or adjacent to any portions of the

20
 Redevelopment Property, or on or adjacent to rights-of-way abutting the exterior collective
boundary of the Redevelopment Property, to bury such lines and related facilities, or to relocate
such lines away from the Redevelopment Property to the maximum extent possible, so as to
remove or lessen to the greatest extent possible the visual impact and appearance of such lines
and related facilities when viewed from the Stadium Parcel and other Lots.

F. Excess Costs. The Parties agree to meet and confer prior to the commencement
of any Public Infrastructure improvements for the purpose of planning a budget and timeline for
the items of Public Infrastructure necessary to complete the Project. To the extent that the Post-
Closing Metro Contribution is expended and is insufficient to cover the costs associated with the
Site Work, Environmental Testing, Environmental Remediation, Utility Extensions and other
work contemplated by Section 4.0l(A) through (E) above, then the Parties shall seek to reach
agreement on a budget and timeline for the completion of such work, with related deadlines
under this Agreement being accordingly extended; provided, that LCFC Parties may elect from
time to time, in the discretion thereof and in the absence of an agreement to the contrary reached
among the Parties, to fund and assume completion of all or any portions of such work, in
compliance with applicable laws, rules and regulations, as the LCFC Parties shall determine
necessary or appropriate in order to permit the LCFC Pa1ties to exercise rights and privileges
granted thereto under this Agreement.

Section 4.02. Stadium Parcel Plat: Stadium Ground Lease Execution.

A. The Metro Parties shall cooperate with the LCFC Parties in preparation of and
obtaining all necessary approvals for the Stadium Parcel Plat, which will subdivide the Stadium
Parcel from the Redevelopment Prope1ty, and which will comprise all of the land necessary for
the development and construction of the Stadium and to be subject to the Stadium Ground Lease.

B. When requested by Louisville City Stadium after the final approval of the
Stadium Parcel Plat and the satisfaction of all applicable Conditions Precedent set forth in this
Agreement and the issuance of applicable Governmental Approvals and Stadium Pemrits,
Authority shall execute and deliver the Stadium Ground Lease and thereby lease the Stadium
Parcel to Louisville City Stadium, or an affiliate thereof designated by Louisville City Stadium,
pursuant to the terms thereof. Notwithstanding the foregoing, the LCFC Parties shall have free
access to the Redevelopment Property from and after the Effective Date for purposes of
perfo1ming the respective obligations, and exercising the respective rights, thereof under this
Agreement.

Section 4 03. TIF. After obtaining the requisite approvals from Metro Council, and the
receipt by Metro from the LCFC Pru.ties of necessary and appropriate information regarding
infrastructure and other costs for which the same are responsible under, or which each may incur
pursuant to, this Agreement with respect to the Project, the City Representative, as defined in
Section 4.07, will together with the LCFC Pru.ties enter into negotiations with the
Commonwealth of Kentucky, Cabinet for Economic Development (the "Cabinet") and KEDFA
to reach the necessary agreements and to establish the TIF, to provide for (a) the release of all
available state tax revenues. including sales tax refunds and including the projected state revenue
to be generated by the TIF, to the LCFC Parties for the use thereby as permitted under the such
agreements and pursuant to the TIF, and (b) the retention by Metro of the projected local ad

21
 valorem property tax incremental revenues to be generated under the TIP in order to assist in the
payment of costs and obligations to be incurred by the Metro Parties under and pursuant to this
Agreement. the LCFC Parties agree to fully cooperate with the City Representative in such
negotiations.

Section 4.04. Reimbursement of Option Costs. Upon execution of the Assignment

Agreement, the LCFC Paities shall be 1•eimblll'sed by the Metro Parties for the option payments
made by the LCFC Parties or affiliates thereof under the Option Agreements.

Section 4.05. General Assistance.

A. Commencing on the Effective Date and continuing for the Term, the Metro
Parties shall use all commercially reasonable efforts to assist the LCFC Parties, to the extent
requested thereby, in obtaining all pe1mits and approvals, that are sought by the LCFC Parties in
connection with the development, construction, operation and maintenance of their respective
projects as contemplated by this Agreement. In addition, the Metro Parties, as applicable, and to
the extent necessary, shall:

(i) Execute all necessary and appropriate applications and other

documentation for, and otherwise assist the LCFC Patties in pursuing, any changes to or
variances of the zoning ordinance, or other land use ordinances, deemed necessary or
appropriate by the LCFC Parties in order to accommodate the development of the Project
as contemplated by this Agreement; and

(ii) Execute all necessary and appropriate applications and other

docµmentation for, and otherwise assist the LCFC Parties in, applying for any and all
governmental approvals or permits that are necessary or desirable to carry out the
development of the Project as contemplated by this Agreement.

B. Metro shall provide security and police protection to the Project in the same
manner and at the same level as Metro provides police protection to comparable facilities located
in the Louisville Central Business District (the "CBD"). Metro shall cause the Project and the
streets around the Project to be patrolled by uniformed police on a regular basis. In addition,
Metro agrees to assist the LCFC Patties with scheduling periodic meetings with the commanders
of the police district or districts in which the Project is located to discuss security needs and
concerns.

C. The Metro Parties shall cooperate with the efforts of Louisville City Stadium to
promote the Stadium as it may request from time to time, and shall encourage convention,
visitors and tomism entities that promote the Butche1iown Area and the CBD to market and
promote the Project.

D. Upon completion of the Project, Metro shall maintain all public rights-of-way
adjacent to and/or abutting the Project in the srune manner as provided for other similar l'ights-of-
way in the CBD.

22
 Section 4.06. Compliance with TIF and related Agreements. The Metro Parties agree to
comply with all material requirements and obligations of applicable law and all agreements
applicable to the TIF and not to permit any event of default to occur that is not cured in a
reasonable time during the term of this Agreement or the terms of such other respective
agreements, as appropriate.

Section 4.07. Additional Representations and Covenants of Metro Parties. The Metro
Parties represent and covenant as follows:

A. Metro is a Kentucky consolidated local government possessing the requisite

authority to enter into this Agreement and to grant the rights provided for herein.

B. Authority is a Kentucky non-profit corporation in good standing possessing the

requisite authority to enter into this Agreement.

C. Neither Metro nor Authority, in this Agreement nor in any schedule, exhibit,
document or certificate delivered in accordance with the terms hereof, has made any untrue
statement of a material fact or failed to state a material fact.

D. From and after the Effective Date, there shall be no m011gages, debt, mechanic
liens or other encumbrances on the Stadium Parcel or any Lot due to the acts of Metro or
Authority; provided, that this representation and covenant shall not apply to ad valorem tax liens
which may apply or be filed as a result of non-payment of ad valorem taxes.

Section 4.08. Representative of Metro. Metro agrees that the General Counsel of Metro,
or his/her designee shall act as its agent (the "City Representative") to receive any and all
submissions and to grant any and all approvals, consents and/or permissions required to be given
by Metro (except for regulatory approvals), pursuant to this Agreement and/or with respect to the
Project.

Section 4.09. Access. From and after the Effective Date, the Metro Parties shall permit
the LCFC Parties, and their respective contractors, consultants and invitees, to enter upon the
Redevelopment Property for all desired inspections of the Redevelopment Property and
otherwise in connection with matters relating to the Project.

Section 4.10. Public Infrastructure. For purposes of this Agreement, "Public

Infrastructure" shall include, but not be limited to, the following costs related to the Project and
the Redevelopment Property: (a) demolition of existing structures/improvements on the
Redevelopment Property, (b) Site Work, (c) Environmental Testing, (d) Environmental
Remediation, (e) Utility Extensions, (f) the costs related to the following as called for under the
Project Development Plan and Commercial Property Development Plan: (i) installation of street
lighting, benches, planters and other public amenities, (ii) construction of parking and additional
public areas upon and adjacent to the Redevelopment Property, and (iii) the widening, alteration,
relocation and/or improvement of streets and roadways and sidewalks adjacent thereto, and (g)
infrastructure costs with regard to the Project as permitted to be included with respect to the TIF.
Notwithstanding the foregoing, the obligation of the Metro Pai1ies with regard to funding the

23
 costs of the Public Infrastructure shall not exceed the amount of the Post-Closing Metro
Contribution.

ARTICLEV

GOVERNMENTAL APPROVALS; CONDITIONS PRECEDENT

Section 5.01. Governmental Approvals.

A. The obligations of tl1e LCFC Parties under this Agreement with regard to the
Project shall be contingent upon the Metro Patties issuing or obtaining, as applicable, the
following approvals and/or eliminating oi- causing the elimination of the following conditions
(collectively, the "Governmental Approvals"):

(i) If required under applicable law as a condition precedent to the ability of

the Metro Parties to perfo1m their respective obligations under this Agreement, Metro
Council, by resolution duly enacted on or before September 28, 2017, approve the
Assignment Agreement and this Agreement, authorize the Metro Contribution, and
declare the Redevelopment Property surplus to the needs of Metro and authorize the
conveyance of the respective parcels thereof as contemplated by this Agreement.

(ii) After the Metro Council approvals under Section 5.0l(A)(i) above,
KEDF A and all other applicable governmental authorities shall have given all necessary
approvals and executed all necessary and appropriate agreements to establish the TIP as
contemplated by this Agreement.

B. The Governmental Approvals must be obtained by the specified deadlines set

forth above, provided however that if any legislative or administrative approval has not been
formally obtained by that date but is pending before the appropriate legislative or administrative
body and the City Representative reasonably anticipates that final approval will be obtained in a
reasonable time, the LCFC Parties will extend the time for such Governmental Approval until
the expected date of final approval and in such event all other dates and deadlines in this
Agreement, including those dependent upon such Governmental Approval as well as the Stadium
Commencement Deadline, shall be extended on a day for day basis until all Governmental
Approvals have actually been obtained.

Section 5.02. Conditions Precedent. The obligations of the LCFC Parties under this
Agreement shall be subject to the satisfaction or waiver by the LCFC Parties of the following
conditions (collectively, the "Conditions Precedent" and each, a "Condition Precedent"), as
dete1mined and evidenced in writing thereby in the respective sole discretion thereof:

A. All representations and warranties of the Metro Parties shall remain true and
correct, and the Metro Paities shall have duly performed all of their respective obligations to be
perfo1med by that time under this Agreement, including funding of the Metro Contribution as
contemplated by Section 1.01, and completion of any work undertaken by the Metro Parties

24
 under Article IV above or otherwise pursuant to this Agreement, to the full satisfaction of the
LCFC Patties;

B. The Parties shall have agreed upon the form of the Stadium Ground Lease and the
form to be utilized for a Lot Lease before the closing of the purchase of the Redevelopment
Prope1ty by the Metro Patties;

C. The Govemmental Approvals shall have been obtained and shall remain in full
force and effect, and the TIF shall been established and the other agreements contemplated by
Section 4.03 shall be in effect to the satisfaction of the LCFC Patties, by the applicable deadlines
therefor;

D. The rezoning of all portions of the Redevelopment Property to an EZ-1 or other

classification(s) as requested by the LCFC Parties consistent with the initial Project Development
Plan and Commercial Property Development Plan, shall be final and non-appealable before the
Stadium Commencement Deadline;

E. Louisville City Stadium shall have received approval of the Stadium from the
USL, shall have secured financing for the constluction of the Stadium and funding of
development costs of the Stadium Parcel to be paid by Louisville City Stadium hereunder,
satisfactory to Louisville City Stadium in all respects, and shall have received the Stadium
Permits and all necessary and appropriate permits and approvals with respect to the Stadium
Plans and the Stadium Parcel from the Planning Commission and from all applicable utility
providers, agencies and all other governmental authorities, within such period as shall be
necessary or appropriate in order for Louisville City Stadium to commence construction of the
Stadium by the Stadium Commencement Deadline;

F. The LCFC Parties shall have received such other documents in Metro's or
Authority's possession or control as either may reasonably request for the purpose of (a)
evidencing the accuracy of any of the representations and warranties of the Metro Parties under
this Agreement, or (b) evidencing the performance by Metro or Authority of, or the compliance
by Metro or Authority with, any covenant or obligation required to be performed or complied
with by each, prior to closing on the financing for, or commencing construction of, the Stadium,
or evidencing the satisfaction of any Condition Precedent referred to in this Section;

G, Louisville City Stadium shall have received reports, prepared by an engineer

satisfactory to Louisville City Stadium, confirming that all Site Work and Environmental
Remediation undeitaken by the Metro Parties pursuant to this Agreement with respect to the
Stadium Parcel has been completed to the satisfaction of Louisville City Stadium and to all
applicable governmental agencies and authorities within such period as shall be necessary or
appropriate in order for Louisville City Stadium to commence construction of the Stadium by the
Stadium Commencement Deadline;

H. BDD shall have received an environmental rep011, prepared by an engineer

satisfactory to BDD, confirming that all Environmental Remediation undertaken by the Metro
Patties with respect to the Commercial Property pursuant to this Agreement has been to the
satisfaction ofBDD and to all applicable governmental agencies and authorities; and

25
 I. On or prior to the closing of the purchase of the Redevelopment Property by the
Metro Parties, Metro shall have delivered to the LCFC Parties legal opinions from the County
Attorney, in fo1ms reasonably acceptable to the LCFC Parties, regarding the power and authority
of the Metro Parties to (i) enter into this Agreement and to grant the rights and perf01m the
obligations provided for herein, (ii) lease and convey the Stadium Parcel without further Metro
Council approvals or actions; and (iii) convey and/or lease the Lots without further Metrn
Council approval as contemplated by this Agreement.

In the event each of the Conditions Precedent have not been satisfied, or waived in
writing by the LCFC Parties, by such date or within such period as set forth above, or within
such period which by implication would otherwise normally apply, with respect to any Condition
Precedent, then the LCFC Parties may tenninate this Agreement upon written notice to the Metro
Parties, in which event the LCFC Parties or the designee thereof shall for a period of sixty (60)
days after such termination have an exclusive option to purchase the Redevelopment Prope1ty
from Authority (the "LCFC Purchase Option") for the amount of the Metro Project Costs
expended by Metro to such date of termination. The LCFC Purchase Option is in addition to any
purchase options or rights of purchase reserved or established under the Assignment Agreement.
The closing pursuant to the LCFC Purchase Option shall occur at a location within Louisville
Metro specified, and on date elected, by the LCFC Parties, and falling within 60 days after
written exercise of the LCFC Purchase Option. At such closing, Metro shall cause Authority to
convey the Redevelopment Property to the designee of the LCFC Parties by Special Warranty
Deed free and clear of any liens or encumbrances, except for the lien of ad valorem taxes not yet
due and payable, and otherwise subject to only the easements, covenants, conditions and
restrictions of record with respect to the Redevelopment Property as of the Effective Date or
thereafter recorded or imposed with the consent of the LCFC Parties during the Tenn, upon
payment of the amount due for such purchase, with other costs of closing to be borne by and/or
prorated between the purchaser and Authority in accordance with customary practice in the
Louisville Metro area.

ARTICLE VI

TERM

Section 6.01. Term of Agreement. This Agreement has a term (the "Term") that .
commences on the Effective Date and, unless this Agreement is otherwise earlier terminated in
accordance with the terms hereof, shall te1minate on the later of (a) the date falling twenty (20)
years after the date upon which the Stadium opens to the public, (b) the date upon which the
approved term of the TIF expires, or (c) the date upon which the Stadium Ground Lease and all
Lot Leases have terminated.

26
 ARTICLE VII

EVENTS OF DEFAULT

Section 7.01. Events of Default by the LCFC Pai1ies. Each of the following shall
constitute an "Event of Default by the LCFC Parties":

A. The failure of Louisville City Stadium or BDD to pe1form or to observe any

covenant, obligation or requirement of this Agreement and the continuation of such failure for
thirty (30) days after receipt of written notice from Metro and/or Authority specifying the nature
and extent of any such default, or if such default cannot reasonably be cured within such thirty
(30) day period, the failure of Louisville City Stadium or BDD to (i) commence to cure such
default within such thirty (30) day period, and (ii) diligently continue to pursue such efforts to
cure completion;

B. The failure of Louisville City Stadium to commence construction of the Stadium

by the Stadium Commencement Deadline, subject to the conditions and as the same may be
extended as contemplated by this Agreement, and the continuation of such failure fol' thirty (30)
days after receipt of written notice from Metro and/or Authority, or if such default cannot be
reasonably cured within such thirty (30) day period, the failure of Louisville City Stadium to (i)
commence to cure such default within such thirty (30) day period, and (ii) diligently continue to
pursue such efforts to completion.

C. The filing by any LCFC Party or Soccer Holdings of a voluntary proceecling, or

the consent by any LCFC Party or Soccer Holdings to an involuntary proceeding, under the
present or future bankruptcy, insolvency, or other laws respecting debtor's rights;

D. The entering of an order for relief against any LCFC Pmiy or Soccer Holdings, or
the appointment of a receiver, trustee, or custodian fol' all or a substantial part of the property or
assets of any LCFC Paiiy or Soccer Holdings, in any involuntary proceeding, and the
continuation of such order, judgment or degree unstayed for any period of ninety (90)
consecutive days.

Section 7.02. Events of Default by Metro or Authority. Each of the following shall
constitute an "Event of Default by Metro or Authority".

A. The failure of Metro or Authority to perform or to observe any covenant,

obligation or requirement of this Agreement applicable thereto, and the continuation of such
failure for thirty (30) days after receipt of written notice from Louisville City Stadium or BDD
specifying the nature and extent of any such default, or if such default cannot reasonably be
cured within such thirty (30) day period, the failure of Metro or Authority to (i) commence to
cure such default within such thhiy (30) day period, and (ii) diligently continue to pursue such
effo11s to cure completion;

B. The failure of Metro or Authority to pe1form or to observe any non-monetary

covenant, obligation or requirement thereof under this Agreement, and the continuation of such
failure for thhiy (30) days after receipt of written notice from Louisville City Stadium and/or

27
 BDD specifying the nature and extent of such default, or if such default cannot reasonably be
cured within such thirty (30) day period the failure of Metro or Authority (i) to commence to
cure such default within such thirty (30) day period and to diligently continue to pursue such
efforts to cure to completion.

C. The filing by Metro or Authority of a voluntary proceeding or the consent by

Metro or Authority to an involuntary proceeding under present or future bankruptcy, insolvency,
or other laws respecting debtor's rights.

D. The entering of an order for relief against Metro or Authority or the appointment
of a receiver, trustee, or custodian for all or a substantial part of the property or assets of Metro
or Authority in any involuntary proceeding, and the continuation of such order, judgment or
decree unstayed for any period of ninety (90) consecutive days.

Section 7.03. Remedies of the Metro Parties. Should an Event of Default by the LCFC
Parties occur and not be cured within the applicable cure period, then (a) Metro or Authority may
exercise any and all remedies available to it, at law or in equity, (b) all remedies shall be
cumulative and not restrictive of other remedies, and (c) this Agreement shall terminate with
respect to the LCFC Parties upon written notice to such parties by Metro and/or Authority.

Section 7.04. Remedies of the LCFC Parties. Should an Event of Default by the Metro
Parties occur, and not be cured within the applicable cure period, then the LCFC Parties may
terminate this Agreement upon wiitten notice to the Metro Parties and, in addition, may exercise
any and all remedies available to them at law or in equity. Upon any such termination, the LCFC
Parties shall be entitled to exercise the LCFC Purchase Option in the same manner and for the
same 60-day period as would apply upon a termination of this Agreement under Section 5.02
above.

Section 7.05. Damages. Notwithstanding any provision of this Agreement to the

contrary, the parties hereby agree in any action hereunder against the other to seek recovery only
of actual damages incurred as well as comi costs and reasonable attorney's fees to and through
trial and all levels of appeal, and each party waives any right to recover punitive and/or
consequential damages as a result of any default or Event of Default by the other pruties under
this Agreement.

ARTICLE VIII

MORTGAGEE RIGHTS

Section 8.01. Right to Mmtgage. Notwithstanding any other prov1s1ons of this

Agreement, the LCFC Paities shall each individually at all times have the right to encumber,
pledge, grant, or convey its respective rights, title ·and interest in and to the Project, or any
portion or portions thereof, including, without limitation, in the Stadium Ground Lease or in any
Lot Lease, and/or to this Agreement by way of a m01igage, pledge, assignment or other security
agreement (a "Mortgage") to secure the payment of any loan or loans obtained by Louisville
City Stadium and/or BDD to finance or refinance any portion or portions of the Project. The
beneficiary of or mortgagee under any such Mortgage is hereby referred to herein as a

28
"Mortgagee". Notwithstanding the above or any other provision of this Agreement, there shall
be no right of Louisville City Stadium or BDD to encumber the fee title to any Redevelopment
Property while owned by Metro and/or Authority.

Section 8.02. Notice of Breaches to Mmtgagees. In the event Metro and/or Authority
gives written notice to Louisville City Stadium or BDD of a breach of its respective obligations
under this Agreement, Metro and/or Authority shall forthwith furnish a copy of the notice to the
Mo1tgagees that have been identified to Metro and/or Authority by Louisville City Stadium or
BDD, as applicable. To facilitate the operation of this Section 8.02, BDD shall at all times keep
the Metro Parties provided with an up-to-date list of the respective Mortgagees thereof and of
any affiliates thereof.

Section 8.03. Mortgagee May Cure Breach.

A. In the event that Louisville City Stadium or BDD receives notice from the Metro
Patties of a breach thereby of any of its respective obligations under this Agreement and such
breach is not cured by Louisville City Stadium or BDD, as applicable, pursuant to the provisions
of this Agreement, the Metro Parties shall, in addition to the notice provided in Section 8.02
hereof, give notice of the failure to cure, on the part of Louisville City Stadium or BDD, as
applicable, to the applicable Mortgagees at the expiration of the period within which Louisville
City Stadium or BDD may cure as set forth in this Agreement. Any one of the Mortgagees may
proceed to cure any such failure and such Mortgagee, if it elects to cure such default, shall give
the Metro Parties written notice of its intention so to cure within thirty (30) days after the receipt
of the additional notice herein set fo1th. In the event that an'y Mortgagee elects to proceed to
cure any such default, such Mortgagee shall do so within the applicable cure period contained in
this Agreement; provided, however, that the commencement of the cure period for the
Mortgagee shall commence on the date the Mortgagee notifies the Metro Parties of the
Mortgagee's election to cure such default and each applicable cure period shall be deemed
doubled in length for Mortgagee.

B. In the event any Mortgagee elects to exercise its rights of foreclosure under a
Mo1tgage (or appoint a receiver or accept a deed and/or assignment-in-lieu of foreclosure), after
foreclosure of the applicable encumbered interest in and to the Project or any portion thereof (or
after the appointment of a receiver or the obtaining of an encwnbered interest in and to the
Project or any portion thereof via deed and/or assignment-in"lieu of foreclosure), such
Mortgagee may at its option:

(i) elect to assume the respective position of LouisviIIe City Stadium or BDD
under this Agreement, in which case, in the event the Metro Parties have terminated this
Agreement, the Metro Paities agree that this Agreement shall be deemed reinstated and
such Mortgagee shall cure the applicable defaults by Louisville City Stadium or BDD
hereunder that the Mortgagee had received notice of in accordance with the provisions of
Section 8.03 hereof within the timeframes contained in this Agreement; or

(ii) elect not to reinstate the provisions of this Agreement. The Mortgagee
shall have the right so to elect (i) above of this Section 8.03.B only if it shall exercise

29
 such right within six (6) months after the receipt by the Mortgagee of the notice given to
the Mortgagee pursuant to Section 8.03A hereof.

Section 8.04. Rights and Duties of Mortgagee. In no event shall any Mortgagee be
obliged to perf01m or observe any of the covenants, terms or conditions of this Agreement on the
part of Louisville City Stadium or BDD to be performed or observed, or be in any way obligated
to complete the improvements contemplated to be constructed in accordance with this
Agreement, nor shall it guarantee the completion of any improvements, whether as a result of (a)
its having become a Mortgagee, (b) the exercise of any of its rights under the instrument or
instruments whereby it became a Mortgagee (including without limitation, foreclosure or the
exercise of any rights in lieu of foreclosurn), (c) the performance of any of the covenants, terms
or conditions on the prut of Louisville City Stadium or BDD to be performed or observed under
this Agreement, or (d) otherwise, unless such Mortgagee shall either make the election set forth
in Section 8.03.B.(i) of this Agreement or shall specifically elect under this Section 8.04 to
assume the applicable obligations of Louisville City Stadium or BDD by written notice to the
Metro Parties whereupon such Mortgagee, upon making any such election as aforesaid, shall
then and thereafter for all purposes of this Agreement be deemed to have assumed all of the
applicable obligations of Louisville City Stadium or BDD hereunder.

Section 8.05. Mo1tgagee's Rights Agreements. the Metro Parties covenant and agree
with the LCFC Parties that Metro, acting by and through the City Representative, and Authority,
shall, at the request of Louisville City Stadium or BDD made from time to time and at any time,
enter into a lender's rights agreement with any Mortgagee (or potential Mmtgagee) identified by
Louisville City Stadium or BDD, which lender's rights agreement shall be consistent with the
te1ms and provisions contained in this Article VIII of this Agreement that apply to Mortgagees
and M01igages. Within thhty (30) days of a request for a lender's rights agreement pursuant to
the provisions of this Section 8.05, time being of the essence, Metro, acting through the City
Representative, and Authority, shall execute and deliver to Louisville City Stadium or BDD, as
applicable, such a lender's rights agreement benefiting the identified Mo1tgagee (or potential
Mortgagee) and such Mortgagee's Mortgage (or potential Mortgagee's potential Mortgage),
which executed lender's rights agreement shall be in a form and substance that are reasonably
acceptable to such Mortgagee (or potential Mortgagee) and that is consistent with, and at the
option of such Mortgagee (or potential Mortgagee) incorporates, the te1ms and provisions of this
Article VIII that apply to Mortgagees and Mmtgages (such as the Mortgagee notice provisions
and the Mortgagee cure rights provisions of this Article VIII).

ARTICLE IX

MISCELLANEOUS

Section 9.0L Governing Law. This Agreement, the construction thereof and the rights
and obligations of the parties hereunder, shall be governed in all respects by the laws of the
Commonwealth of Kentucky.

Section 9.02. Severability. Each and every provision hereof, including Articles, Sections,
and Subsections shall be sepru-ate, several and distinct from each other provision hereof, and the

30
 invalidity, unenforceability or illegality of any such provision shall not affect the enforceability
of any other provision hereof.

Section 9.03. Section Headings and Captions. The section headings and captions in this
Agreement are for convenience of reference only and shall not affect the construction of the
te1ms and provisions hereof.

Section 9.04. Time of the Essence: Mutual Extension; Diligent Performance. Time shall
be of the essence with respect to the duties and obligations imposed on the parties hereto. Where
any time for perf01mance or otherwise is set forth herein, such time may be extended by mutual
agreement of Metro, Authority, the LCFC Parties. With respect to any duty or obligation
imposed on a party to this Agreement, unless a time is specified for the performance of such duty
or obligation, it shall be the duty or obligation of such pa1iy to commence and perform the same
in a diligent manner and to complete the performance of such duty or obligation as soon as
reasonably practicable after commencement of performance thereof.

Section 9.05. Force Majeure. In the event that any of the Patiies to this Agreement shall
be delayed, hindered in or prevented from the perfolmance of any act required hereunder by
reason of any act of God, governmental action or inaction, severe or inclement weather
conditions, earthquakes, floods, strikes, lock-outs, labor troubles, shortage of materials, failure of
power, riots, insutTection, terrorism, war, litigation or for any other reason, condition or event not
within the reasonable control of such Party in performing the acts required under the terms of
this Agreement ("Force Majeure"), then performance of such shall be extended for a period
equivalent to the period of such delay.

Section 9.06. Notices. Whenever a notice is required or permitted to be given to a Party

hereunder, such notice shall be in writing and shall be deemed to have been made when hand
delivered or two (2) business days after being deposited in the United Stated certified mail,
postage prepaid, return receipt requested, or UPS Overnight, addressed to the Parties, or to such
other address as the receiving Patty shall have notified the sender, as follows:

Ifto Metro: Economic Development Department

444 S. Fifth Street, Ste. 600
Louisville, KY 40202
Attn: E. Jeffrey Mosley

If to Authority: Metro Development Authority, Inc.

444 S. Fifth Street, Ste. 600
Louisville, KY 40202
Attn: Laura Ferguson

31
 With copy to: Mr. Matt Golden
Jefferson County Attorney's Office
Director, Civil Division
9th Floor, Fiscal Court Building
Louisville, Kentucky 40202

If to Louisville City Stadium: Louisville City Stadium, LLC

127 South 6th Street
Louisville, Kentucky 40202
Attn: Manager

With copy to : Soccer Holdings, LLC

127 South 6th Street
Louisville, Kentucky 40202
Attn: Manager

With copy to: Gregory A. Compton, Esq.

Christopher M. George, Esq.
Dinsmore & Shohl LLP
4965 US Highway 42, Ste, 2800
Louisville, KY 40222

Ifto BDD: Butchertown Development District, LLC

127 South 6th Street
Louisville, KY 40202
Attn: Manager

With copy to: Soccer Holdings, LLC

127 South 6th Street
Louisville, Kentucky 40202
Attn: Manager

With copy to: Gregory A Compton, Esq.

Christopher M. George, Esq.
Dinsmore & Shohl LLP
4965 US Highway 42, Ste. 2800
Louisville, KY 40222

Section 9.07. Entirety of Agreement. This Agreement, together with all Exhibits
attached hereto and referred to herein and which Exhibits are hereby incorporated in this
Agreement, constitutes the entire understanding and agreement of the Pru.ties with respect to the
matters set forth herein, and all prior agreements and understandings, if any, among the Metro
Pruties, Louisville City Stadium and/or BDD are merged herein. The Exhibits to this Agreement
constitute a material part hereof and are incorporated by reference herein. This Agreement may
not be modified, amended or revoked, except in writing, executed by an authorized
representative of Louisville City Stadium, BDD, Authority and Metro.

32
 Section 9.08. Brokers and Finders; Fees and Expenses. Each Pruty represents and
warrants to the others that it has engaged no broker or finder in connection with the negotiation
of this Agreement, and each Patty indemnifies and holds to the extent permitted by law the
others harmless against any claims for fees for such services by any person or firm claiming
under or thrnugh such Party. Each Pat"ty shall bear its own respective expenses and costs for
legal, accounting and administrative services in connection with the negotiation of this
Agreement and consummation of the transactions contemplated hereby, except as expressly
provided otherwise in this Agreement or otherwise mutually agreed to in writing by the Parties.
Each Party hereto indemnifies and holds the others harmless, to the extent permitted by law,
against any claims for fees for such services any person or furn claiming under or through such
Party.

Section 9.09. Successors and Pennitted Assigns. This Agreement shall be binding on
and shall inure to the benefit of the Parties named herein and their respective successors and
assigns; provided, however, that neither LouisviUe City Stadium nor BDD shall assign all or any
part of this Agreement without the prior written consent of Metro, which consent shall not be
unreasonably withheld, delayed or conditioned, and which consent shall be deemed given by
Metro if not denied in writing, with specificity of the full reasons for such denial together with a
statement of the reasonable conditions upon which approval of assignment will be given, within
thirty (30) days after written request for such approval from the LCFC Paities.

Section 9.10. Estoppels. Each of the Parties hereto agrees to provide to the others, or to
such third patties as may be reasonably requested by the others, wdtten estoppels from time to
time certifying, among other matters, the continued viability of this Agreement, the absence of
any defaults hereunder (or, if defaults exist, specifying in detail the nature of such defaults), the
status of the obligations of the Parties each to the other, and such other matters as may
reasonably be requested by the Party requesting such estoppel certificate(s).

Section 9.11. No Third Party Beneficiaries; No Partnership or Joint Venture Created.

Each of the Parties hereto agrees that nothing contained in this Agreement shall be deemed or
construed by any of them, or by any third party, as creating any relationship of third party
beneficiary, principal and agent, general partnership or joint venture or any other association or
relationship among Louisville City Stadium, BDD, Authority and Metro. The terms and
provisions of this Agreement ru·e solely for the benefit of each of the pruties hereto, their
successors and permitted assigns, and shall not benefit in any manner any person not a Party to
this Agreement.

Section 9.12. No Abrogation of Legal Requirements. Nothing contained herein shall be

construed to permit any Party to violate any applicable law, regulation or code.

Section 9.13. Counterpatts. This Agreement may be executed in one or more

counterpatts, each of which shall be deemed an original, and all of which, when taken together,
shall constitute one and the same instrument.

Section 9.14. Binding Effect. Each of the Parties hereto covenants and wan·ants that (i) it
1s duly authorized to transact business in the Commonwealth of Kentucky, (ii) the person

33
 executing this Agreement on behalf of a Party is duly authorized by such Party to sign and
execute this Agreement on its behalf, (iii) this Agreement is a valid and binding obligation on the
Party and enforceable in accordance with its terms, and (iv) it is the intention of each of the
Parties to this Agreement that it shall be binding and legally enforceable in accordance with its
tenns.

Section 9 .15. Provisions Not Merged with Deeds and Other Agreements. This
Agreement shall not terminate upon any Closing, and the provisions of this Agreement shall not
be deemed to be merged into any deeds or other agreements executed and delivered at a Closing.

Section 9.16. Right to Representation. Each Party to this Agreement has had the
opportunity to have counsel of its choice review this Agreement and such Paiiy's obligations
hereunder on its behalf prior to such Party's execution and delivery of this Agreement. No
provision of this Agreement shall be construed against or interpreted to the disadvantage of any
Party by any court or other governmental or judicial authority by reason of such Party having or
being deemed to have drafted, structured or dictated such provision. All Parties have freely
negotiated this Agreement.

Section 9.17. Further Assurances. Each Party hereto will, whenever and as often as they
shall be requested so to do by another Patty hereto, execute, aclmowledge and deliver, or cause
to be executed, acknowledged or delivered, any and all such further assignments, continuations,
instruments of further assurance, approvals, consents and any and all such further instruments
and documents as may be necessary, expedient or proper in the reasonable opinion of such
Patty's counsel used in this transaction in order to complete any and all transfers, admissions and
assignments provided for therein.

Section 9.18. Confidentiality. The Metro Pru.ties aclmowledge and agree that any
information provided by the LCFC Parties concerning the cost of developing the Project, the
terms of any financing of the Project, and infmmation furnished pw-suant to Sections 2.05, 2.09
and 3.04 constitute "confidential financial information" and may contain "trade secrets" and
"confidential information". Accordingly, the Metro Parties, to the fullest extent permitted by
applicable law, shall deny public inspection of such information. The parties acknowledge that
the Metro Pru.ties are public agencies and therefore subject to the open records law as set forth in
KRS 61 .870 through 61.884. the Metro Paiiies agree to deny the right to inspect the above
described documents as exempt from inspection pUl'suant to KRS 61.878 unless ordered to
disclose such documents by an opinion of the Kentucky Attorney General or a court of
competent jurisdiction. the LCFC Parties each agrees to use commercially reasonable efforts to
identify all documents furnished to Metro or Authority which it considers to be confidential or
proprietary as "CONFIDENTIAL AND PROPRIETARY INFORMATION".

Section 9.19. Representatives Not Individually Liable. No member, official,

representative, or employee of Metro and/or Authority (including but not lin1ited to the City
Representative) shal1 be personally liable to Louisville City Stadium or BDD or any successor in
interest in the event of any default or breach by Metro and/or Authority for any amount which
may become due to Louisville City Stadium or BDD or successor there of or on any obligations
under the terms of this Agreement. No partner, member, representative, or employee of

34
 Louisville City Stadium or BDD or any of their respective employees, representatives, managers
or members shall be personally liable to Metro and/or Authority in the event any default or
breach by Louisville City Stadium or BDD for any amount which may become due to Metro
and/or Authority or on any obligations under the terms of this Agreement.

Section 9.20. Payment or Performance on Saturday, Sunday, or Holiday. Whenever the

provisions of this Agreement call for any payment or the performance of any act on or by a date
that is a Saturday, Sunday, or legal holiday of the Commonwealth, including the expiration date
of any cure periods provided herein, then such payment or such performance shall be required on
or by the immediately succeeding day that is not a Saturday, Sunday, or legal holiday of the
Commonwealth.

Section 9.21. Incorporation into Agreement and Recitals. The recitals set forth above are
true and conect and are incorporated herein by reference and made a part of this Agreement.

Section 9.22. Conflict of Terms. It is the intention of the Parties hereto that if any
provision of this Agreement is capable of two constructions, one of which would render a
provision valid and enforceable, then the provision shall have the meaning which renders it valid
and enforceable.

Section 9.23. No Waiver. No failure on the paii of a Party to enforce any covenant or
provision contained in this Agreement nor any waiver of any right under this Agreement shall
discharge or invalidate such covenant or provision or affect the right of the other Party to enforce
the same in the event of any subsequent default.

Section 9.24. No Representations or Wall'anties Not Expressly Made. Each Party hereby
acknowledges that no representations or wai-ranties have been made by any other party to this
Agreement except as expressly set forth in this Agreement. Each party has had an ample
opportunity to consult with advisors and consultants of its choosing, and has made an
independent determination to unde1iake its obligations as set forth in this Agreement.

Section 9.25. Consent to Jurisdiction and Venue. Each Pa11y hereby consents to the
jurisdiction of any state or federal comt located within the County of Jefferson, Commonwealth
of Kentucky, and each waives any objection it may have based on improper venue or forum non
conveniens to the conduct of any proceeding in any such court.

[SIGNATURES APPEAR ON NEXT PAGE]

35
 IN TESTIMONY WHEREOF, witness the signatures of the authorized representatives of the
parties hereto as of the day and year first written above.

BDD:

BUTCHERTOWN DEVELOPMENT
DISTRICT, LLC, a Kentucky limited
liability company

~~~
Title: &Cc/7/L

LOUISVILLE CITY STADIUM:

LOUISVILLE CITY STADIUM, LLC, a

Kentucky limited liabil,ityy ompany

By~ I ~;t;r2r
Title: M, 1- , '"'-

36
 METRO:

Approved as to fo1m and ~?,...~~

legality: LOUI COUNTY

MET ~

~c,a~

AUTHORITY:

~a
METRO DEVELOPMENT AUTHORITY,
INC., a Kentucky non-profit, non~stock

corp~
By:
n
0
~fD,_j_~- . i
Title~ ~~idt.11- +

37
 JOJNDER

The undersigned joins in this Agreement and agrees to be bound hereby for the purposes
more fully set forth in Sections 2.13(B), 2.14(E) and 2.14(F) thereof.

SOCCER HOLDINGS, LLC, a

Kentucky limited liability company

By: ~ ~ ~

Title: ~ MA-1/\..

38
 SCHEDULE OF EXHIBITS

Exhibit A Description of Option Agreements

ExhibitB Conceptual Stadium Design

Exhibit C Conceptual Stadium Parcel Site Plan

 EXHIBIT A

Description of Option Agreements

1. Option Agreement dated as of January 13, 2017, entered into by and between
John P. Hollenbach, Sr., as Buyer, and Marshall's Auto Parts, Inc., as Seller;

2. Option Agreement dated as of November 15, 2016, entered into by and between
John P. Hollenbach, as Buyer, and Meadowlands 2 LLC, as Seller;

3. Option Agreement dated January 3, 2017, entered into by and between John P.
Hollenbach, as Buyer, and Virginia Oakleaf and Ace Salvage Company, as Sellers; and

4. Option Agreement effective as of March 22, 2017, entered into by and between
John P. Hollenbach, Sr., as Buyer, and ESS Prisa, LLC, as Seller.
 EXlllBITB

Conceptual Stadium Design

(See Attached}
 EXHIBITC

Conceptual Stadium Parcel Site Plan

[See Attached]
 ®
1 1 \~

■ Hotel
■ Office
411-rttall, ~ E;a First Floor Retail
4r•rwtiiT,'3-c:fflce
•1·retal(3-<>ffice
~t
D Residential
lum~
0 Plaza/ Walkway
0 Green Space/ Amenities
' ,.,,
L::.

"-11
400'