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					                                                 AGREEMENT
                               nd
         AGREEMENT made this 2 day of June, 2010, between FELD ENTERTAINMENT, INC., a Delaware corporation
("Permittee") and CITY OF ORLANDO ("Permittor").

                                                         W I T N E S S E T H:
           WHEREAS, Permittee is the owner and operator of a circus production known as "RINGLING BROS. AND BARNUM &
         ®
BAILEY " (the "Circus"); and
           WHEREAS, Permittor is the owner and/or operator of the facility known as the Amway Center located in Orlando,
Florida; and
           WHEREAS, Permittee desires to use and Permittor shall make available the Amway Center and all of its facilities and
adjacent areas, which are necessary for the safe and proper presentation of the Circus (collectively the "Arena"); and
           NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties
hereto agree as follows:
1.         TERMS OF OCCUPANCY:
           (a)      MOVE-IN: Permittee, without additional charge, shall be entitled to occupancy of the areas used for animal
housing and truck and trailer areas beginning at 7:00 a.m. on the Monday prior to first performance as noted in paragraph 1(b)
below and Permittee shall be entitled to occupancy of the Arena, including the required areas adjacent thereto at 7:00 a.m. on
Monday, January 10, 2011. Permittee shall be entitled to one (1) move-in day at no charge. Any non-performance days
required by Permittee shall be at Permittee’s expense at a rate of Two Thousand Five Hundred Dollars ($2,500) per day
(subject to rent tax).
           (b)      PERFORMANCE DATES: Permittee may present the Circus at the Arena during the period Thursday,
January 13, 2011 through and including Monday, January 17, 2011, and for such other periods as may be determined in
accordance with paragraph 2 below ("Engagement").
           (c)      MOVE-OUT: Twelve (12) hours after the conclusion of the final performance of the Engagement for the
purpose of tearing down and moving out.
2.         TERMS OF RENEWAL: Permittee and Permittor shall have the mutual option to renew this Agreement for two (2)
additional one (1) year periods in 2012 and 2013 and to present the Circus at the Arena under the identical terms and conditions
set forth herein for a similar period as outlined in paragraph 1 above. The Orlando Venues Executive Director shall have the
authority to exercise renewal options on behalf of the Permittor. Permittor agrees to reserve said period for Permittee,
provided that Permittee shall notify Permittor in writing within sixty (60) days after the final day of the applicable Engagement
hereunder whether it is exercising this renewal option and, if so, the exact dates for the next year’s Engagement.
3.         ADJUSTED GROSS RECEIPTS: The term “adjusted gross receipts,” as used in this Agreement, shall mean the gross
receipts (the proceeds from the sale of tickets of admission for the Engagement hereunder), less (i) all federal, state, county,
and local sales, admissions or similar taxes thereon; (ii) any amounts paid, up to a maximum of Five Thousand Dollars ($5,000),
to or retained by any charity, newspaper or other organization with which Permittee has engaged in any special promotion in
accordance with paragraph 21 below and any amount expended for any premium giveaways used instead of a discount in
connection with such promotions; and (iii) credit card fees at a rate of two and 295/1000 percent (2.295%) on box office ticket
sales.

4.       DEAL SUMMARY
RENT: As full consideration for use of the Arena and the performance by Permittor of its obligations hereunder, the adjusted
gross receipts for each Engagement hereunder shall be divided as follows:

                      Level of Adjusted Gross Receipts         Permittee's Share           Permittor's Share
                      First $400,000                                 75%                         25%
                      Next $200,000                                  85%                         15%
                      All over $600,000                              88%                         12%

          PERMITTEE PAYS FOR:
          a. SPOTLIGHT OPERATORS – as requested by Permittee
          b. LOCAL LABORERS & RIGGERS – as requested by Permittee
          c. HOUSE ELECTRICIAN & HOUSE LIGHT OPERATOR – for rehearsals and/or filming
          d. 24-HOUR ANIMAL SECURITY – as requested by Permittee
          e. INCREMENTAL HOLIDAY STAFFING COSTS – for Martin Luther King Day, not to exceed Three Thousand Five
          Hundred Dollars ($3,500)
          f. FIREWATCH – if required, not to exceed One Hundred Sixty Dollars ($160.00) per performance
          g. TELEPHONE & HIGH-SPEED INTERNET SERVICE – in accordance with paragraph 9(h)
          h. INSURANCE

          PERMITTOR PAYS FOR:
          a. EVENT STAFFING – to include animal open house staffing, if applicable
          b. DUMPSTERS – Permittor to provide
          c. HOUSE ELECTRICIAN & HOUSE LIGHT OPERATOR
          d. LICENSES & PERMITS

RENT TAX: Permittee shall remit six and one-half percent (6.5%) tax on rent at settlement.
BOX OFFICE: Box office services shall be included in rent. Permittor shall remit credit card fees on box office ticket sales,
which shall be an off-the-top expense at a rate of two and 295/1000 percent (2.295%). Credit card fees on telephone, internet,
and outlet ticket sales shall be passed on to the patron at a rate not to exceed three percent (3%).
FACILITY FEE: A facility fee shall be added to the base ticket price in accordance with the Facility Fee Schedule established
by City Council. Permittor shall retain one hundred percent (100%) of the facility fee revenue. Refer to paragraph 14 for the
Facility Fee Schedule.
USER FEE: A One Dollar ($1.00) per paid ticket (less taxes) user fee shall be added to the base ticket price and retained one
hundred percent (100%) by Permittee. School group tickets for special school group matinee performances (if any) shall not be
subject to the user fee.
CONCESSIONS: Permittee retains 100% exclusive rights to sell program books, novelties and souvenirs, cotton candy, sno-
cones, popcorn, freshly-squeezed lemonade, freshly-brewed sweet tea, lollipops, smores, and confectioned apples.
SUITES/SPECIAL SEATING: All seats in the Arena, including all suite seats, shall be included in the ticket manifest. Suite
attendees must purchase tickets at a price equal to the highest, non-VIP ticket price, unless otherwise mutually agreed upon.
All suite ticket sales revenue shall be included in the gross receipts and divided accordingly. Annual Suite Ticket Holders shall
have the option to attend the opening night performance (first performance made available to the general public) or the Saturday
morning performance, and such tickets shall not be included in the gross receipts. For the opening night performance only, any
suite tickets located behind Permittee’s curtain line may be re-located to another suite at no cost to Permittor.
COMPLIMENTARY TICKETS: Permittor shall receive thirty (30) complimentary tickets per performance, but those tickets shall
not be used aggregately or located in suites/special seating. There shall be no printing charge for complimentary tickets.
Complimentary tickets shall not be subject to a facility fee or the user fee.
CLEARANCE WINDOWS: Circus-type:                          60 days prior              60 days after
                               Spectacle-type:           60 days prior              45 days after


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5.         INSURANCE AND INDEMNIFICATION:
           (a)       Permittee shall maintain, at its sole cost and expense, public liability insurance naming Permittor, Orange
County, and Civic Facilities Authority as additional insured for the period of each Engagement against liability for damages
for bodily injuries, including death, and property damages, in the amount of One Million Dollars ($1,000,000) arising from
incidents which occur as a result of Permittee’s negligence during the period of the Engagement. Permittee shall deliver to
Permittor at least ten (10) days prior to the first scheduled performance a Certificate of Insurance showing such insurance to be
in effect and providing that such insurance shall not be canceled or changed in any material way except upon thirty (30) days
prior written notice to Permittor. Permittor agrees to notify Permittee within thirty (30) days of the date when Permittor has
notice of a claim and/or within thirty (30) days of preparation of an incident report by Permittor, whichever is sooner.
           (b)       Permittee shall defend, indemnify and hold harmless Permittor from and against any and all claims, demands,
obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), and
expenses associated therewith (including reasonable attorney’s fees and disbursements), arising from incidents which occur as
a result of Permittee’s negligence during the period of the Engagement.
           (c)       Subject to recovery limits of sovereign immunity under Florida law, Permittor shall be responsible for
all claims, demands, obligations, causes of action and lawsuits, judgments, costs and expenses associated therewith (including
reasonable attorney’s fees and attorney’s fees on appeal) arising from incidents which occur as a result of Permittor’s
negligence during the period of the Engagement or arising from any structural or design defect in or about the Arena or on
Permittor’s adjacent Orlando Venues Department property. Permittor shall not be responsible for any loss or damage to
machinery, equipment, paraphernalia, costumes, clothing, scenery, trucks, exhibit materials, musical instruments or
cases for same, or any other property of Permittee caused by theft, fire, riot, strikes, Acts of God, except to the extent
such loss or damage arises out of (i) the negligence or willful misconduct of Permittor or the Arena, or their respective
agents, employees or representatives; or (ii) a building defect or other problem with the structure or design of the
Arena. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall Permittee be liable
to Permittor (or any person or entity claiming under or through Permittor) under any contract, negligence, strict
liability, or other legal or equitable theory for any amounts in excess of those limits per claim and per occurrence set
for tort liability in Section 768.28 of the Florida Statutes which limits are hereby made applicable to all manner of claims
against Permittee related to this Agreement and are not confined to tort liability.
6.         STAFFING: Permittor shall provide, employ and control a sufficient number of ticket takers, guards, doormen, ushers,
security, and other personnel requested by Permittee’s duly authorized representative for the proper presentation of the Circus
and handling of patrons. Permittee shall be responsible for staffing costs for the Animal Open House. During the Martin
Luther King Day holiday performance(s), if applicable, Permittee shall reimburse Permittor for incremental staffing
costs due to the holiday rates. (Payment in accordance with paragraph 4 above.)
7.         SPOTLIGHT OPERATORS: Permittor agrees to provide, employ and control spotlight operators which may be
requested by Permittee for the proper presentation of the Circus. (Payment in accordance with paragraph 4 above.)
8.         LICENSES & PERMITS: Permittor shall obtain and pay for all licenses and permits which are required by any
governmental authority in connection with the presentation of the Circus hereunder and provide Permittee with evidence thereof
within fifteen (15) days prior to move-in.
9.         SERVICES PROVIDED BY PERMITTOR: For each Engagement hereunder, Permittor shall, at its sole cost and
expense:
           (a)       Provide the Arena, set in accordance with the approved ticket manifest, with seating for at least 9,345 patrons
and all facilities thereof, including performance and non-performance areas which are safe and suitable for the presentation of
the Circus.
           (b)       Provide adequate heating and/or air-conditioning, lighting, electricity, water and related facilities to meet the
requirements of the Circus and to provide for the comfortable use and occupancy of the Arena.
           (c)       Provide adequate space inside the Arena for the housing of circus animals with an adequate supply of
electricity and water, including hook-ups and connections.
           (d)       Provide security at the Arena for the housing and movement of animals in the event that there is insufficient
space inside the arena building for animal housing. Permittee shall be responsible for 24-hour animal security as well as
security for Feld Consumer Products move-in, as determined by Permittee.
           (e)       Provide space inside or immediately adjacent to the Arena sufficient in size for at least thirty (30) trucks, vans
and trailers belonging to the Circus and thirty (30) house trailers belonging to its personnel, with electrical feeds, water
connections (not to exceed One Hundred Dollars ($100.00)), sewer waste disposal facilities and trash removal and all hook-
ups therefor. Permittor further agrees to provide not less than thirty (30) free parking spaces for Permittee's personnel in an
area convenient to the backdoor of the Arena. If any costs are incurred to provide such items listed above, said costs
shall be divided evenly between Permittee and Permittor.
           (f)       Provide clean, heated and/or air-conditioned and lighted dressing rooms with coat racks, waste cans, tables
and chairs, mirrors and proper lighting for make-up, and shower and toilet facilities in the Arena for the entire cast of the Circus.
In the event that there are not sufficient permanent dressing rooms for this purpose, Permittor agrees to erect portable dressing
rooms for Permittee.
           (g)       Provide interior storage space for crates, trunks and other items carried by Permittee with locks on all doors
and windows which provide access to such space.
           (h)       Provide sufficiently equipped office space in the Arena for the staff of the Circus for a period commencing five
(5) weeks before the Engagement and ending one (1) day after the Engagement, including the use of telephone service through
the Arena switchboard. If requested by Permittee, Permittor shall provide telephone lines at a rate of One Hundred Fifty
Dollars ($150.00) per line (inclusive of long distance), and high-speed internet service at a rate of Four Hundred Twenty
Five Dollars ($425.00) for each Engagement.
           (i)       Provide a total of eight (8) spotlights in good working order (each having at least the intensity and capability of
a Super Trouper), plus platforms and electrical connections (in locations designated by Permittee) and such other lighting and
electrical equipment as is available for staging the Circus. Permittee shall be responsible for the labor cost to relocate
spotlights, as needed, and return spotlights to original house positions upon conclusion of the Engagement.
           (j)       Provide a two-way intercommunicating telephone system with head sets, double earphones and mouthpieces,
telephone operator type, between all spotlight operators and electrician controls, Circus sound system and backstage to a
master station from which the person directing lights for the Circus can see acts enter and finish.
           (k)       Provide an adequate multi-tiered bandstand for the band which accompanies the Circus.
           (l)       Provide installation of electrical feeds and cables for Circus boxlights and equipment.
           (m)       Provide suitable devices to prevent light from entering the seating and performance areas of the Arena when
Circus requires a blackout.
           (n)       Raise or remove, if necessary, any scoreboard, speaker cluster, or other equipment over the center or other
rings to a height of not less than forty-five feet (45') so that they will in no way interfere with spectator sightlines, the rigging of
the Circus or any Circus performers during their acts; and so that the rigging may be properly hung over all three (3) rings.
Permittor shall not use any telescreen, LED signage technology, or similar device for any purpose during any performance of the
Circus without the express written consent of Permittee.
           (o)       Provide, supervise and contract for (i) building superintendent and engineers; (ii) sufficient janitors,
sweepers, cleaners, restroom attendants and other custodial workers for the proper cleaning of the Arena, including, but not
limited to, the cleaning of all Arena areas that may be accessible to patrons (“Patron Areas”) before move-in and prior to each
performance and continuously throughout each performance to maximize the safety of Patron Areas; (iii) the standard building
security services; (iv) electricians to connect and disconnect house power to Permittee’s equipment as specified by Permittee;
(v) house light operator; (vi) event manager and maintenance and service personnel required to adequately manage, operate
and maintain the Arena; (vii) switchboard operators and regular telephone service; (viii) use of any marquee, readerboard,

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telespot, or videoboard and operators, if such operators are required by Permittor; (ix) firemen; (x) first-aid attendants; (xi) locally
licensed pyrotechnician, if required by state or local law; and (xii) all other personnel which are required to
be hired by working agreements or contracts entered into by Permittor, by law, or by Arena rules and regulations (unless
otherwise stated in paragraph 4 above).
            (p)      Provide, in addition to the foregoing, all facilities and equipment as may be normally available at the Arena, at
no charge, including such items as forklifts, cherrypicker, risers, chairs, tables, and electrical equipment.
            (q)      Any media placed by Permittor, at Permittee’s request, shall be billed at net.
10.         SERVICES PROVIDED BY PERMITTEE: For each Engagement of the Circus hereunder, Permittee shall, at its sole
cost and expense:
            (a)      Furnish the cast and such other personnel and equipment as Permittee deems appropriate for the
presentation of the Circus.
            (b)      Transport all personnel, properties and equipment of the Circus to and from the railway and the Arena.
            (c)      Provide and employ all personnel required by Permittee to move the Circus into and out of the Arena and to
set up, operate and dismantle the Circus.
            (d)      Provide and employ such number of musicians as Permittee may require for proper presentation of the Circus.
Permittor agrees that it will not enter into any agreement with the American Federation of Musicians or any of its affiliated locals
or any other union which will require any musicians to be employed, utilized or compensated in connection with any
performance or Engagement of the Circus hereunder in addition to the musicians provided by Permittee hereunder.
            (e)      Conduct the advertising and publicity campaign.
            (f)      Obtain all ASCAP, BMI and similar licenses and rights to use patented and/or copyrighted music, materials,
equipment, devices, or dramatic rights used in connection with the presentation of the Circus. Permittee agrees to indemnify
Permittor against any claim or liability resulting from Permittee's failure to obtain any licenses in accordance with the foregoing
or the infringement of any copyright used in the Circus.
            (g)      Carry and pay for Workers' Compensation Insurance with respect to Permittee's employees.
            (h)      Provide the required full-range integrated sound system and its operator, microphones, and lighted music
stands.
11.         DUMPSTERS: Permittor shall provide dumpsters for the deposit of animal waste, trash and debris and shall be
responsible for their disposal. Permittee shall be responsible for sweeping up the animal waste, trash, and debris and
depositing the same in the dumpsters on a daily basis throughout the Engagement. (Payment in accordance with paragraph 4
above.)
12.         PERFORMANCE CRITERIA: The schedule of performances for each Engagement shall be determined by Permittee.
Permittee may designate a day or days during the Engagement as a day or days on which no performances will be held;
however, Permittee shall have full access to all leased areas on non-performance days.
13.         SUITES/SPECIAL SEATING:
            (a)      All seats in the Arena or any of its facilities which permit the occupant to view any performances of the Circus
shall be included in the ticket manifest for performances hereunder, including, without limitation, all seats in loges, sky boxes,
suites, club seats and all other similar special seating whether sold by the season, by individual performance or on any other
basis (hereinafter, collectively, “Special Seats”). Permittor shall contribute to the gross receipts for each performance an amount
equal to the total number of Special Seats which have been sold for each performance or occupied on any basis (other than
any exception noted in paragraphs 4 and 13(b)), multiplied by the manifested ticket price as noted in paragraph 4 above.
            (b)      In the event that any Special Seats are located behind the stage set curtain line, Permittor will have the option
to relocate the individuals who are to occupy such Special Seats. For the opening night performance only, Permittor will
have the option to relocate the individuals to another suite at no cost to Permittor. For any other performances, for
each Special Seat that is relocated, Permittor shall contribute to the gross ticket sales for that performance an amount equal to
the actual ticket price of the new (relocated) seat.
14.         FACILITY FEE: A facility fee shall be added to the base ticket price in accordance with the Facility Fee
Schedule established by City Council. Complimentary tickets and school group tickets for special school group
matinee performances (if any) shall not be subject to a facility fee. The facility fees shall be as follows:
             (a)     Tickets priced less than or equal to Twenty Dollars ($20.00) shall have five percent (5%) of the base
                     ticket price rounded up to the nearest quarter added for the facility fee;
            (b)      A Two Dollar ($2.00) per paid ticket facility fee shall be added on top of the base ticket price on tickets
                     priced from Twenty Dollars and One Cent ($20.01) up to and including One Hundred Dollars ($100.00)
            (c)      A Two Dollar and Fifty Cent ($2.50) per paid ticket facility fee shall be added on top of the base ticket
                     price on tickets priced greater than One Hundred Dollars and One Cent ($100.01).
15.         BOX OFFICE:
            (a)      Permittor, through its computer ticket service, shall provide adequate tickets for the requirements of the Arena
at the scale of prices set by Permittee which shall not include any surcharge or other levy except for those taxes specified in
paragraph 3, the user fee specified in paragraph 4, the facility fees specified in paragraph 14, and the service charges
set forth in paragraph 16. Permittor shall place tickets on sale at such time as may be determined by Permittee, and Permittor
shall provide Permittee with a computerized manifest of all tickets for each Engagement at least three (3) days prior to the
commencement of ticket sales for the Engagement. Permittor shall insure that in the event of computer failure, Permittor will
either take alternative measures to provide sufficient tickets for walk-up sales or will indemnify Permittee for any revenues lost
as a result of any failure of, or problem with, Permittor’s computer system.
            (b)      Permittor will notify Permittee prior to a change in its existing computer ticket service provider for the
exclusive sale of tickets to events at the Arena which will apply to or in any way affect the sale of tickets to
performances of the Circus hereunder and in the event that Permittee determines, in its sole discretion, that the change
in computer ticket service providers will adversely affect Permittee and Circus patrons, then Permittee will have the
option to terminate this Agreement without penalty.
            (c)      Permittor will provide all personnel, services and facilities, both at the Arena and elsewhere, necessary for the
adequate sale of tickets to performances hereunder, including, but not limited to, a box office treasurer, ticket sellers for advance
sales (including mail order), telephone charge sales, personnel to fill group sales orders, agency sales, performance window
sales, and sales at any of the Arena's outside ticket outlets, and to pay all costs incurred in connection with such sales,
including, but not limited to, the cost of any telephone charge system that is used or other special telephone service, internet
services, money pickup service, all charges related to any computer ticket or reservation system that Permittor may utilize for
the sale of tickets hereunder and any sales outlet or credit card fees. Consideration for the foregoing personnel, services and
facilities is noted in paragraph 4 above. If Permittee finds Permittor's usual outlet(s) inadequate for the sale of Circus tickets,
Permittee may establish additional outlets with the cooperation of Permittor.
            (d)      Beginning with the date tickets are placed on sale, Permittor will furnish Permittee with a daily statement on
forms furnished by Permittee, showing a breakdown of sales of all tickets, specifying separately daily advance box office sales,
mail order sales (including the number of mail orders received), agency sales, group sales, outlet sales, internet sales,
telephone charge sales and, after the beginning of scheduled performances, daily current box office sales.
            (e)      Permittor shall collect all monies from the sale of all tickets and shall maintain regular books and records
pertaining to each Engagement, including a true and accurate account of all monies collected. All monies collected shall be
deposited promptly in a bank account established by and in the name of Permittor. Any refunds shall be determined by mutual
agreement between Permittee and Permittor. Permittor shall have the sole obligation of distributing any refunds in accordance
with any and all applicable laws and to file and pay in a timely manner any federal, state, county, local and/or other taxes, which
may be assessed on tickets to performances hereunder, and any amounts relating to Permittor’s failure to do so, and Permittor
shall release Permittee from liability with respect to any responsibility for the distribution of such refunds and for the payment of
such taxes.

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           (f)      Immediately after each performance, Permittor shall complete and deliver to Permittee a certified box office
statement relating to the exact sales for said performances, all unsold tickets, turnstile counts, computer manifests, and stubs
retained by ticket takers on forms supplied by Permittee. Permittee, by duly designated representatives, shall have the right to
inspect the box office and all records and transaction reports with respect to the admission receipts, including unsold tickets and
stubs of tickets sold. Permittor will conduct and provide an attendance count to Permittee. Permittee's duly designated
representatives, when accompanied by one of Permittor’s authorized representatives, will be admitted to the box office at
any and all times during the sale of tickets for each Engagement. Permittor will account for all tickets and/or cash receipts
therefor in accordance with the certified ticket manifest, and shall bear any losses or shortages of money resulting from fire or
other casualty, hold-up, theft, infidelity, default by any of Permittor's ticket agencies, or bad checks.
           (g)      Upon completion of the last performance of each Engagement hereunder, there shall be an immediate
accounting and settlement of amounts due and owing to the parties hereunder. In arriving at settlement, there shall be no
offsets whatsoever for claims by one party against the other which do not relate to ticket sales, including, but not limited to,
claims for damage to the Arena or its equipment which shall be handled in accordance with paragraph 28 below. All financial
information relating to the Engagement, including without limitation, ticket revenues, number of tickets sold or
Engagement expenses, shall constitute “Confidential Information” as defined in paragraph 35.
           (h)      Permittor and Permittee agree to use their best efforts to maximize the sale of tickets to performances
hereunder. Permittor will not commence the sale of tickets during the period one (1) week prior to and during each Engagement
of the Circus for any non-sporting event to be held at the Arena without the prior written consent of Permittee.
           (i)      Permittee owns any customer list that is generated in connection with the presentation of the Engagement and
all information that may be contained thereon. Except as required by Florida law, neither Permittor nor its employees or
agents will use such customer list or provide such customer list or the information contained thereon to any third party without
the prior written consent of Permittee.
16.        SERVICE CHARGES:
           (a)      The following service charges and handling fees shall be in effect for each Engagement hereunder and shall
be applied in accordance with the Actual Ticket Price. Actual Ticket Price shall be defined as the price paid for ticket(s)
including sales tax (if applicable) and after applying discounts, and shall not include any amounts charged for the facility fee(s),
the user fee, ticket delivery fee(s), or other charge(s) (if any). Current service charges are as follows, and are subject to
change on an annual basis:
                              Actual Ticket Price:
                              ≤$15.99                $16.00 - $49.99            ≥$50.00
Purchase Location:
Arena Box Office:             No Service Charge No Service Charge              No Service Charge
Telephone/Internet:           $4.00 per ticket        $5.00 per ticket         10% of Actual Ticket Price
Outlets:                      $4.00 per ticket        $5.00 per ticket         10% of Actual Ticket Price
Mail Order:                   $3.00 per order         $3.00 per order          $3.00 per order
Group Sales:                  No Service Charge No Service Charge              No Service Charge
           (b)      A $4.75 per-order handling fee may be applied to telephone and internet sales.
           (c)      There shall be no per-order handling fee for outlet sales.
           (d)      There shall be no per-ticket service charge(s) for mail order sales.
           (e)      Super-group patrons shall pay a per-ticket convenience fee which is the greater of $1.50 or 10% of the actual
ticket price, plus a $2.75 per order handling fee. Print-at-Home patrons shall pay a $2.50 per order handling fee.
           (f)      The Arena box office shall not impose any service charge or handling fee in connection with over-the-counter
sales of tickets (including group sales orders) for each Engagement hereunder.
           (g)      Except as noted in paragraph 4 and 14 above, no facility fee, user fee, or other surcharge, including credit
card fees, may be added to Permittee's established ticket price without Permittee’s and Permittor’s mutual consent. Any
amounts added in violation of this provision shall become the exclusive property of Permittee.
17.        TAXES: It is the contemplation of the parties to this Agreement that no possessory interest or similar tax shall be
imposed upon Permittee by any taxing agency of the State where the Arena is located or of any county, municipality or other
subdivision thereof during the term of this Agreement since, among other things, Permittee does not have exclusive and
continuous use and control of the Arena. However, if any such tax is imposed upon Permittee during the term of this
Agreement, Permittor shall credit the amount of the tax paid by Permittee against any and all sums due or to become due from
Permittee to Permittor under the terms of this Agreement. If Permittee has paid Permittor before the tax is paid, then Permittee
shall have a credit as to consideration to become due under any renewal or extension of this Agreement and, if none, Permittor
shall reimburse Permittee in the amount of the tax immediately upon written request from Permittee. Notwithstanding the
foregoing, Permittor will collect and/or withhold sales tax for ticket sales, or other taxable items, and remit the same
directly to the Florida Department of Revenue.
18.        CONCESSION RIGHTS: Permittee shall have the sole and exclusive right to sell concessions noted in paragraph 4
above, both inside and outside the Arena and in the seats to the audience before and after performances and during
intermission through its own vendors or through concessionaires designated by it (collectively “Vendors”). Permittee agrees
that cotton candy and sno-cones may only be sold in the arena lobby, on Arena concourse(s), and inside the seating
bowl. Novelties and souvenirs shall include but are not limited to coloring books, balloons, toys, games, lights, shirts, hats,
banners, photographs, photograph services, posters, DVDs, plush toys, and dolls. There shall be no vending in the seats to the
audience by any party during the actual performances. Neither Permittor nor any of its concessionaires shall charge any
concession fee therefor, and all monies collected by Permittee from such sales, including proceeds of sales of advertising in
Circus program books, shall belong exclusively to Permittee and shall not be included in gross receipts. For the purpose of such
concession sales, Permittor shall supply to Permittee or its Vendors to the extent allowed by law, at no charge, adequate
locations, at least equal in quantity and placement to those supplied for the most recent previous engagement (if applicable), in
the Arena including electrical and water hook-ups, water and electricity. Neither Permittor nor any of its concessionaires shall
sell concession items in the categories covered in this paragraph or concession items which are substantially similar to those
categories covered herein during any Engagement hereunder, nor shall they sell in the seats to the audience except at times
Permittee permits its own Vendors to sell there. Permittor represents that it has not signed any contracts or entered into any
oral agreements with respect to concession operations at the Arena and its facilities which will require Permittee to utilize or pay
for personnel in connection with Permittor’s concession operations in addition to Vendors and their personnel. In the event any
additional personnel are required or additional costs incurred as a result of any future contracts entered into by Permittor, such
personnel and costs shall be paid for by Permittor. To the extent permitted by law, Permittor and Permittee and its subsidiary
companies shall have the exclusive right to use voice amplification equipment during the Engagement in areas outside of the
Arena that are open to the public. This right may not be assigned to any third party without the prior written consent of the non-
assigning party.
19.        CLEARANCE WINDOWS: During the term of this Agreement, Permittor will not allow the performance of any circus or
spectacle show with circus-type acts in the Arena beginning sixty (60) days prior to each Engagement hereunder and ending
sixty (60) days after such Engagements, as noted in paragraph 4 above. Permittor further agrees that it will not allow the
performance of any other spectacle-type show (spectacle-type show is defined as a major, touring, family show) in the Arena
beginning sixty (60) days prior to each Engagement, and ending forty-five (45) days after such Engagements hereunder, as
noted in paragraph 4 above. In addition, if any such circus or spectacle-type show is scheduled after the periods indicated,
Permittor will not, without Permittee's prior written consent, advertise or publicize performances of any other such event, nor
allow any third party that it is under contract with to so advertise or publicize such event until after the completion of the
Engagement hereunder. Permittor acknowledges that its breach of this provision will cause Permittee irreparable harm for
which money damages alone are an inadequate remedy due, among other things, to the impossibility of precisely ascertaining


ORLANDO.RED.2011.R2
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the same and that, in addition to remedies available to it at law, Permittee shall be entitled to injunctive and other equitable relief
for such breach or threatened breach.
20.        BROADCAST RIGHTS AND TRADEMARK: Permittor shall have no broadcast or reproduction rights with respect to
the Circus, and no television, radio, transmitting, recording or photographing device shall be used in any manner or form to
reproduce any of the performances of the Circus in the Arena, except for the account of Permittee which retains the sole and
exclusive rights with respect to any such broadcast or performance and the proceeds thereof. It is expressly understood that
there shall be no television broadcasts (including but not limited to free, paid, subscription, cable or delayed broadcasts) of any
performance of the Circus in the Arena authorized under this Agreement, except that Permittee retains the privilege to permit
television and radio personnel to film and record highlights of the Circus in the Arena for the purpose of giving publicity to the
Circus. Permittor shall not, without the prior written consent of Permittee, use or authorize any third party to use or otherwise
employ the phrase "The Greatest Show On Earth" or the name "Ringling Bros. and Barnum & Bailey,” or any variation thereof, in
advertising of any product or service other than the Circus to be performed hereunder. However, Permittor may use still
photographs or video of the Circus made by its in-house staff for non-commercial, non-broadcast City purposes only.
21.        SPECIAL PROMOTIONS: Permittee shall have the right to engage in special promotions on opening night or in
connection with other performances at which attendance may be weak if, in Permittee’s judgment, such efforts will be mutually
beneficial and may significantly increase gross ticket sales or total attendance or be advantageous from a goodwill and publicity
point of view. Only those proceeds which Permittee actually retains in connection with such promotions will be included in the
calculation of adjusted gross receipts. Permittor reserves the right to collect and/or without sales taxes for ticket sales or
other taxable items and remit same directly to the Florida Department of Revenue.
22.        SPONSOR(S): Permittee shall have the right to engage sponsor(s) for any Engagement hereunder and shall retain all
revenue derived from any such sponsor(s). Permittor will cooperate with Permittee in regard to any such sponsor(s) to enable
Permittee to fulfill its obligations under any sponsorship agreement entered into by Permittee.
23.        ON-SITE PUBLICITY: Commencing at least five (5) weeks prior to the first performance of each Engagement,
Permittor will cause the forthcoming Engagement of the Circus to be advertised, without charge to Permittee, on all normally
available advertising media at the Arena and on all public address systems of the Arena at times it reasonably deems
appropriate, in any appropriate brochures sent out by Permittor and on any radio or television programs owned or controlled by
Permittor. In addition, Permittor will include advertising with respect to such Engagement in any issue of a newsletter or any
similar method of advertising distributed during the period ninety (90) days prior to the commencement of the Engagement and
in any other issues thereof in which events for the upcoming year or season are advertised. In the use of the Circus name, the
complete name "RINGLING BROS. AND BARNUM & BAILEY®" shall be used and the entirety thereof shall appear in 100%
equal size. If Permittor has a website, Permittor agrees to link to Permittee’s website.
24.        COMPLIMENTARY TICKETS: Complimentary tickets shall be limited to an amount consistent with good business
practice (unless otherwise noted in paragraph 4) and shall only be issued when attached to forms furnished by Permittee.
25.        PUBLIC ADDRESS AND PROMOTIONAL RIGHTS:
           (a)       Permittee will have the sole and exclusive right to use any loudspeaker or bullhorn type device for the purpose
of addressing the customers and the general public on the Arena premises during the Engagement. Notwithstanding the
foregoing, in the event of an emergency, Permittor will have the right to suspend all such announcements in order to make any
public service announcements which are in the interest of public safety.
           (b)       Permittor will make commercially reasonable efforts to work with local authorities to designate a "Free Speech
Zone" during the Engagement at the Arena in order to promote a safe and orderly entrance into and exit from each performance.
           (c)       Permittee will have the sole and exclusive right to display and distribute all merchandise and food products, as
stipulated in paragraph 4 relating to concessions, for the purpose of selling to customers and the general public during the
Engagement on the Arena premises. Notwithstanding the foregoing, in the event of an emergency, Permittor will have the right
to suspend all such display and distribution to the extent that the same may be necessary to promote public safety.
           (d)       Permittee will have sole and exclusive right to use any type of promotional vehicle on or about the Arena,
subject to the prior approval of Permittor, which may not be unreasonably withheld.
           (e)       Permittee, Permittor, and the employees and agents of each party, shall have the exclusive rights to the use,
occupancy and enjoyment of the Arena premises and adjacent areas (collectively, "Permittor Property"), and no third party shall
have any right to utilize any part of Permittor Property during the Engagement, except as may be otherwise required by law.
Notwithstanding the foregoing, persons holding a valid ticket to a performance may enter Permittor Property for the purpose of
enjoying such performance and purchasing concession items, subject to the terms set forth in their tickets.
26.        COMPLIANCE WITH RULES AND REGULATIONS:
           (a)       Permittee and Permittor shall comply with the applicable requirements of all laws, orders and regulations of
federal, state, county, and municipal authorities.
           (b)       Permittee shall not paint, drill into, or deface any part of the Arena facilities without Permittor's consent, which
will not be unreasonably withheld.
27.        BUILDING ACCESS: Permittor, its directors, servants, employees, and agents shall have free access to the Arena
facilities upon presentation of passes issued to them by Permittor but only if actually working during the performance to which
they request admission.
28.        SURRENDERING OF THE ARENA: Upon the conclusion of each Engagement of the Circus, or the early termination
of this Agreement for any reason, Permittee shall quit and surrender the Arena to Permittor. Upon such quitting and surrender,
the Arena shall be in the same condition as at the beginning of the Engagement, ordinary wear and tear, damage by fire, Act of
God, acts of persons not employed or contracted by Permittee, or unavoidable casualty excepted. Representatives of Permittee
and Permittor shall survey the Arena both before and after each Engagement to determine the extent of any damages caused
by Permittee in connection with the Engagement, with the same two (2) representatives from each party participating in both the
pre and post walk-through. Any claims by Permittor for damages shall be verified by Permittee's representative and submitted
for payment in accordance with paragraph 34. In the event the repair of any verified damages cannot be accomplished by
Permittor's employees, Permittor shall obtain three (3) written estimates of the cost of such repairs and forward the same to
Permittee and Permittee shall pay directly for the repairs or shall reimburse the City for the repair expenses.
29.        ADA COMPLIANCE: Permittor warrants that Permittor and Arena currently comply with the provisions of the
Americans with Disabilities Act of 1990 (the "ADA") to the extent that such provisions may apply. Permittee shall pay the cost
of sign language interpreter, if required. Permittor, to the extent permitted by Florida law, will defend, indemnify and hold
harmless Permittee for and against any liability, penalty, fine, punishment, judgment, damage or claim, whether civil,
administrative or otherwise, which may arise or be imposed in connection with Permittor's and/or Arena's failure or alleged
failure to comply with the ADA, and Permittee will defend, and hold harmless Permittor for and against any liability,
penalty, fine, punishment, judgment, damage or claim, whether civil, administrative, or otherwise, which may arise or
be imposed in connection with Permittee’s failure to comply with the ADA.
30.        DELAY OR INTERFERENCE: Permittor will not permit any use of the Arena which will delay any show performance or
in any way interfere with Permittee’s use of the Arena. Permittor will arrange for the clearance of the Arena floor and facilities, at
no cost to Permittee, in sufficient time to permit Permittee to move-in in accordance with paragraph 1(a) above and to set up for
each of its scheduled performances. Permittee shall not be required to present any Circus performance over ice, and Permittor
will remove, at no cost to Permittee, all ice on or under the Arena floor prior to the time access is given to Permittee in
accordance with paragraph 1(a) above. In the event Permittor is required to furnish ice in connection with the use of the Arena
by others immediately after Permittee's Engagement, it will not turn on any refrigeration equipment until after the completion of
Permittee's Engagement.
31.        PERMITTEE'S PERSONNEL: The personnel regularly employed by Permittee are adequate to move the Circus into
and out of the Arena and to set up, operate and dismantle the Circus. In the event additional personnel are required as a result
of any local union rules or regulations or any contracts or agreements, either written or oral, entered into by Permittor, Permittor
shall pay the cost of all such additional personnel.

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32.       FORCE MAJEURE: Neither party shall be liable to the other party for the failure to perform any of the terms and
conditions of this Agreement when such failure is attributable to an Act of God, by the government taking possession of the
Arena or other government rules, regulations or actions, including, without limitation, any rule, regulation or action which would
present Permittee from presenting any element of the Circus, circumstances limiting the ability of the Circus or its personnel to
travel (such as, but not limited to, railroad, airline or bus strike or accident, severe weather conditions, declaration of a national
or state emergency, etc.) or by any other circumstances not under the control of such party. If any such event shall cause a
delay but shall not be an independent reason for cancellation of an entire Engagement under this Agreement, the remaining
performances of said Engagement shall be presented and this Agreement shall continue to be in full force and effect, except as
to the number of performances. If the performance is prevented by Permittor by reason of any labor disputes between Permittor
and any of its employees or between Permittor and any other personnel it has agreed to provide under the terms of this
Agreement, Permittee is hereby authorized to contract for the necessary labor required for the Engagement at Permittor’s
expense.
33.       ASSIGNMENT: Neither party shall assign this Agreement or any of its rights or obligations hereunder without the prior
written consent of the other party, except that no such consent shall be required in the case of an assignment by Permittee to a
corporation or other entity which owns or acquires substantially all of its stock or assets and carries on its business in
substantially the same manner. Subject to the foregoing, this Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their respective permitted successors and assigns.
34.       NOTICES, CONSENTS OR APPROVALS: Any notices, consents or approval required or permitted hereunder shall
be properly given if in writing and personally delivered or forwarded by mail, postage prepaid, addressed to the following
addresses (or such other addresses as may from time to time be designated in writing by either party):

          To Permittee:

                      Feld Entertainment, Inc.
                      8607 Westwood Center Drive
                      Vienna, VA 22182
                       ATTN: Michele D. Dick
                              Booking Director, North American Tours

          To Permittor:

                      City of Orlando
                      600 West Amelia Street
                      Orlando, FL 32801
                       ATTN: Allen Johnson
                               Executive Director, Orlando Venues

35.       PROTECTION OF PROPRIETARY/CONFIDENTIAL INFORMATION: Any non-public information that either party
furnishes, directly or indirectly, to the other, including, without limitation, information in tangible or intangible form relating to
and/or including trademarked, copyrighted or otherwise proprietary information of either party, financial and marketing
information, negotiation strategy, business plans, contractual terms, budgets, mailing and customer lists, attendance figures,
sales volume, customer data, current or prospective relationships with vendors or independent contractors, business policies or
practices, and information received from others (“Confidential Information”) shall not be disclosed, copied, reproduced or
otherwise made available to any other person or entity without the consent of the owning party except as required under court
order or the Freedom of Information Act (5 U.S.C. Section 552) or the Florida Public Records Act. Each party agrees to use
its best commercially reasonable efforts to maintain the confidentiality of the Confidential Information. Each party
agrees to use its best efforts to maintain the confidentiality of the Confidential Information. Each party agrees that the other
party ("Disclosing Party") is not liable for the disclosure of the Confidential Information which, after notice to and consultation
with the party whose Confidential Information is at issue ("Non-Disclosing Party"), the Disclosing Party determines may not be
lawfully withheld, provided the Non-Disclosing Party has been given a reasonable opportunity to seek a court order to enjoin
disclosure.
36.       INDEPENDENT PARTIES: The parties hereto are acting as independent contractors and independent employers.
This Agreement is not intended to create, nor shall it be construed as creating, a joint venture or partnership.
37.       CHANGE OF MANAGEMENT: If at any time during the term of this Agreement, Licensor ceases to be the operator for
the Arena, Licensee shall have the right but not the obligation to terminate its Agreement by notifying Licensor who, in turn, shall
notify the owner of the Arena as to Licensee's decision.
38.       WAIVERS: No delay or omission to exercise any right or remedy in favor of either party upon any breach or default
hereunder shall impair any such right or remedy or be construed to be a waiver of any such breach or default; nor shall any
waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permission, consent, or approval on the part of either party of any breach or default under this Agreement and any
waiver of any provision or condition of this Agreement must be made in a writing signed by the party granting such waiver and
shall be effective only to the extent specifically set forth in such signed writing.
39.       WRITTEN MODIFICATIONS: This Agreement constitutes the entire understanding between the parties and may not
be modified or amended orally but only by an instrument in writing signed by both parties.
40.       VALIDITY: The invalidity or illegality of any part of this Agreement shall not affect the validity or force of any other part
hereof.
41.       HEADINGS: All headings of paragraphs and sections used in this Agreement are for convenience purposes only.

         IN WITNESS WHEREOF, the parties have executed this Agreement by their respective officers duly authorized as of
the date first written above.

Permittor:                                                          Permittee:

CITY OF ORLANDO                                                     FELD ENTERTAINMENT, INC.


By:       _______________________                                   By:     _______________________
          Name:                                                             Michele D. Dick
          Title:                                                            Booking Director, North American Tours

Date:     _______________________                                   Date:   _______________________


          Approved as to form & legality by the
          City Attorney’s Office this ____ day of ______, 2010.

          _______________________
          Chief Assistant City Attorney


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