New Orleans Louisiana Saints, Limited Partnership, Benson Football, Inc. Tax Matters Partner - Page 16

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          successful and prompted the Legislature to urge Governor Edwards            
          to execute the Revised Lease.                                               
          The Sale of the Saints                                                      
               On April 1, 1985, the State and the Mecom Group executed a             
          third amendment to the 1975 Lease.  This amendment extended to              
          May 9, 1985, the deadline for the Mecom Group to exercise its               
          first option to extend the term of the Superdome lease for 5                
          years.  Similarly, in light of the ongoing negotiations, the                
          State and the Mecom Group again amended the 1975 Lease on May 7,            
          1985, further extending to May 25, 1985, the deadline for the               
          Mecom Group to exercise its option to extend the term of the                
          Superdome lease.  The deadline was again extended on May 23,                
          1985.                                                                       
               On May 23, 1985, the State and Benson executed a document              
          entitled "Fifth Amendment to New Orleans Saints Superdome Stadium           
          Lease" (the Revised Lease).  As provided therein, the Revised               
          Lease was intended to induce the Saints to maintain its domicile            
          in the Superdome by granting certain inducements in the form of             
          reduced rentals and the assignment of certain revenues.  The                
          assignment of those revenues, when combined with rental and tax             
          savings, made the Revised Lease a source of positive annual net             
          cash flow to the partnership.  By amendment to Article 2 of the             
          1975 Lease, the Revised Lease extends the term of the Superdome             
          lease by 21 years, to June 30, 2006.  Similarly, by amendment to            
          Article 7 of the 1975 Lease, the Revised Lease requires FML to              




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