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THIRD AMENDMENT TO SPORTS FACILITY USE AGREEMENTTHIRD AMENDMENT TO SPORTS FACILITY USE AGREEMENT THIS Third Amendment (this "Amendment") to that certain Sports Facility Use Agreement dated December 31, 2000, as heretofore amended (the "Use Agreement"), is hereby made and entered into on March 3, 2011, and shall be effective as of January 1, 2011 ("Effective Date") between the CITY OF CLEARWATER, FLORIDA, a municipal corporation of the State of Florida ("City") and PHILLIES FLORIDA LLC, a Delaware limited liability company ("Phillies Florida") (independently "Party" or collectively "Parties"). WHEREAS, the Parties have an established relationship and agreed-upon terms for the use of certain City-owned property in accordance with this and other related agreements which the Parties intend to enhance the economic, recreational and cultural benefits to the City and Pinellas County; and WHEREAS, more specifically, the Use Agreement provides for the use of that certain property known and therein defined as the "Sports Facility" for, among other things, Spring Training Season operations, training and player development activities of The Phillies, including those of its Major League Baseball club and its Minor League Affiliates; and WHEREAS, the Parties now wish to expand the property which is the subject of the Use Agreement by redefining the land area constituting the Sports Facility, provide for the terms of the use of the property, and for increased compensation to the City in line with such expansion as follows. NOW, THEREFORE, in consideration of the mutual covenants contained hereafter, the Use Agreement is hereby amended as follows: 1. The foregoing recitals are true and correct and are incorporated in and form a part of this Amendment. 2. The definitions set forth in Section 2 of the Use Agreement are amended and supplemented as follows: 2.22 The definition of "Improvements" shall be restated to read as follows: 2.22 "Improvements" means the Stadium, and all other improvements to real property now or hereafter located on the Primary Site, including, without limitation, all improvements described in the Scope of Work and the Site Plan, and on the Phillies Complex. 2.315 A definition of "Phillies Complex" shall be added, to read as follows: 2.315 "Phillies Complex" shall mean that certain property legally described as: The east 660 feet of the South'/4 of the Northwest %4 of the Southeast '/a of Section 7, Township 29 South, Range 16 East, Pinellas County, Florida; LESS road rights of way, LESS the South 210 feet thereof, commonly known as 650 Old Coachman Road, Clearwater, Florida, 33765 (attached hereto and incorporated herein as Exhibit "A"), together with all improvements and fixtures now or hereafter located thereon and together with all appurtenant rights. 2.33 The definition of "Phillies Exclusive Use Areas" shall be restated to read as follows: 2.33 "Phillies Exclusive Use Areas" means (a) the Office Space and any other spaces (such as the weight training rooms) identified as such in the Scope of Work and (b) the Phillies Complex. 2.45 The definition of "Sports Facility" shall be restated to read as follows: 2.45 "Sports Facility' means (a) the Site and all Improvements now or hereafter located on it as described in the Scope of Work and the Site Plan and (b) the Phillies Complex; in each case, together with all personal property used in connection therewith, other than personal property owned by Phillies Florida. 3. Section 5.5, Disaster Staging, of the Use Agreement shall be amended by adding the following sentence at its end: The provisions of this Section 5.5 shall not apply to the Phillies Complex. 4. Section 6, Use Fee, of the Use Agreement shall be restated to read as follows: Use Fee. From and after the Commencement Date, Phillies Florida shall pay, in arrears, a use fee to the City at a rate of $70,000 per calendar year during the Term, subject to adjustment pursuant to Section 6.1 (as so adjusted, the "Use Fee") and to offset pursuant to Section 6.2. Phillies Florida will also pay an additional annual use fee in the amount of $12,000 (the "Additional Fee"), in calendar years 2011 through 2023. The Use Fee for each calendar year during the Term shall be payable by March 31" of the following year. The Additional Fee for each calendar year to which it relates shall be payable by March 31s` of the following year. 5. Section 8.2, Utilities, of the Use Agreement shall be amended by adding the following sentence at its end: Starting in 2011, Phillies Florida shall also pay, in arrears, a Spring Training utility surcharge in the amount of Thirteen Thousand Dollars ($13,000) annually for the remainder of the Term. 2 6. Section 9, Maintenance and Repair of the Sports Facility, of the Use Agreement shall be amended by adding the following new Section 9.9: 9.9. Maintenance of Phillies Cam lex. The provisions of Section 9.1 through 9.7 of this Agreement shall not apply to the Phillies Complex. The City shall not have any obligation to provide maintenance, repairs, restorations, refurbishments and replacements, whether interior or exterior, structural or non-structural, routine or extraordinary, ordinary or capital in nature, for the Phillies Complex. Phillies Florida shall be entirely responsible for such maintenance. 7. A new Section 14.4 shall be added to the Use Agreement to read in full as follows: 14.4 Phillies Complex. Notwithstanding the foregoing provisions of this Section 14, in the event of damage to or destruction of all or a substantial part of the Phillies Complex, the parties shall promptly and in good faith determine whether to (i) repair or replace the then existing improvements or (ii) construct different improvements or (iii) terminate this Agreement as it relates to the Phillies Complex, effective as of the date of the casualty. If either of the options in clause (i) or (ii) is agreed upon, Phillies Florida shall promptly and diligently effect the necessary work and shall be entitled to all related insurance proceeds. If clause (iii) is agreed upon, the City shall be entitled to such proceeds. A new Section 15.5 shall be added to the Use Agreement to read in full as follows: 15.5 Phillies Complex. Notwithstanding the foregoing provisions of this Section 15, in the event of any condemnation of all or a substantial part of the Phillies Complex, the parties shall promptly and in good faith determine whether to (i) repair or replace the then existing improvements or (ii) construct different improvements or (iii) terminate this Agreement as it relates to the Phillies Complex, effective as of the date that the condemning authority takes title or possession. If either of the options in clause (i) or (ii) is agreed upon, Phillies Florida shall promptly and diligently effect the necessary work and shall be entitled to the portion of the condemnation award that represents compensation for the taking of the improvements, which shall not exceed the actual cost of the repairs or replacement effectuated by the Phillies under (i) or (ii). Any condemnation award in excess of the repair or replacement costs shall be awarded to the City. If clause (iii) is agreed upon, the City shall be entitled to the entire award. 3 9. All of the terms and conditions of the Use Agreement which are not expressly amended or added herein shall continue in full force and effect, and are incorporated herein by reference as if set forth in full. IN WITNESS WHEREOF, the Parties have executed this Amendment the day and year first above written. Countersigned: Frank V. Hibbard Mayor CITY OF CLEARWATER, FLORIDA y: a William B. Horne, II City Manager Approved as to form: Attest: AM't - 9, &AA?nz' " -LOY aura Lipowski Mahony Rosemarie Call Assistant City Attorney City Clerk PHILLIES FLORIDA LLC By: The Phillies, its sole member By: David P. Montgom r General Partner, President & CEO 4 OF rHFC/ oa-A r fir ?