Common use of Non-AR Clause in Contracts

Non-AR. (1) The following items are excluded from AR: (A) “Taxes/surcharges” on regular season, preseason, and postseason gate receipts (including ticket revenue from “luxury boxes,” suites, and premium seating) which are comprised of (A) admission taxes, (B) taxes on tickets regularly paid to gov- ernmental authorities by Clubs or Club Affiliates, provided such taxes are deducted for purposes of calculating gate receipts subject to revenue sharing and (C) surcharges paid to stadium or municipal authorities which are deducted for purposes of calculating gate receipts subject to revenue sharing (which amounts approximated in the aggregate $119,666,000 for the 2010 League Year); (B) Revenues derived from wholesale merchandising opportunities (i.e., the manufacture and distribution of merchandise to third-party retailers) conducted by Dal- las Cowboys Merchandising (“DCM”) other than any related royalty payments to any League entity, Club or Club Affiliate (which amounts are projected as of the effective date of this Agreement to be approximately $80 million for the 2011 League Year); and (C) Revenues from the PSLs sold by the New York Jets and New York Gi- ants that are dedicated to the construction of New Meadowlands Stadium, including the amortization to League Years during the term of this Agreement of such previously-sold PSLs (which amounts are projected as of the effective date of this Agreement to be approximately $43 million for the 2011 League Year). (D) Any PSLs that were excluded from the calculation of Total Revenues under the Prior Agreement, to the extent that the amortization schedule has not expired. (2) The following is a nonexclusive list of examples of revenues received by the NFL and/or NFL Clubs which are not derived from, and do not relate to or arise out of the performance of players in NFL football games (and are therefore not “AR”): (A) Proceeds from the assignment, sale or trade of Player Contracts, pro- ceeds from the sale of any existing NFL franchise (or any interest therein) or the grant of NFL expansion franchises, franchise relocation fees, dues or capital contributions re- ceived by the NFL, fines, “revenue sharing” among NFL Teams, interest income, insurance recoveries (other than those net business interruption insurance recoveries that are described in Section 1(a)(i)(8) above), sales of interests in real estate and non-AR- related property, and Club cheerleader revenues (provided that, if such cheerleader reve- nue is provided by an entity with which the Club has another commercial relationship, the Accountants will review the transactions and determine the appropriateness of any revenue allocations); (B) Revenues generated from stadium events unrelated to NFL football (e.g., concerts, soccer games) in which the Club or a Club Affiliate makes a non-de minimis investment of capital or cash, and the value of, and revenues generated from, stadium- related businesses and/or opportunities unrelated to NFL football in which the Club or an affiliate must invest a non-de minimis amount of capital, cash, or effort to generate revenue (other than real estate development opportunities, which are subject to Subsec- tion 1(a)(ii)(I) below); (C) The value of promotional spots (e.g., television or radio spots) that are received from time to time by the NFL under national media contracts solely for its own use (either to promote the NFL’s own football related businesses (and not the businesses of any other party), or for charitable purposes) and not for resale (although for clarity, the NFL’s promotional spots may include references to or depict logos or marks of third party sponsors or providers (e.g., an advertisement promoting the NFL Shop may show merchandise with NFL sponsor logos) as long as the third-party does not provide con- sideration to be referenced or depicted in such spots); (D) The value of complimentary or other no-charge tickets distributed by a Club, up to 320,000 League-wide across all preseason games (i.e., an average of 5,000 tickets per preseason game), and up to 17,000 tickets per-Club across all home regular season games (i.e., an average of 2,125 tickets per regular season game) allocated at the Club’s discretion, provided that such tickets are excluded from visiting team sharing requirements. NFLPA approval is required for any exclusion from AR of such tickets above the levels set forth in this Subsection. (E) Specifically designated day-of-game expense reimbursements received by a Club or Club Affiliate from a governmental entity, where such reimbursements are for legitimate expenses that the Club or Club Affiliate has incurred that the governmental entity previously incurred (including in connection with the Club’s occupancy of a prior stadium, if the reimbursements arise out of the construction of a new stadium). This exclusion shall not apply to expense reimbursements received in connection with con- cession sales, operation of parking facilities, signage or advertising sales, or any other revenue generating activity at the stadium other than the conduct of the game itself (e.g., expense reimbursements for game-day security previously provided by the police, and post-game stadium clean-up previously provided by a municipality, are not treated as AR, if such reimbursement otherwise qualifies). All claims for this exclusion shall be supported by appropriate documentation evidencing the extent to which the Club or Club Affiliate incurred the designated day-of-game expense and the extent to which the governmental entity previously incurred the expense; (F) In addition to the amounts described in Subsection (E) above, 65% of other (i.e., non-day of game) operating or maintenance expense reimbursements only for the specific Teams and agreements as per Paragraph 3 of the letter agreement under the Prior Agreement dated November 21, 2007. If a Club has reimbursements under both Subsection (E) above and this Subsection (F), the allocation as between the two catego- xxxx shall be consistent with how the parties treated such reimbursements under the Prior Agreement. (G) Investments in or contributions toward the purchase of concession equipment by concessionaires on behalf of a Club or a Club’s Stadium, and the value of provided elements related to the operation and maintenance of the soft drink equipment in the Club’s Stadium (i.e., dispensing/vending equipment, service); and (H) The value of luxury boxes that are (1) used by a Club owner for personal purposes or to promote the Club or the owner’s other business interests; or (2) provided to stadium authorities, municipalities, and/or governmental officials, or (3) used or made available for use by the owner(s) of the visiting Club, or (4) provided for the use of a Club head coach; in each case where no revenue is actually received by the Club or a Club Affiliate, except that the value of such luxury boxes will be imputed as AR unless at least one luxury box in the stadium is available and unsold; provided that, in no event shall revenue be imputed for one luxury box that is used by the owner(s) of the Club, and one luxury box that is used or made available for use by the owner(s) of the Visiting Club. Without limiting the foregoing, the value of any luxury box that is provided to a former Club owner in connection with the sale of a Club shall be imputed into AR un- less the prior owner is obliged to pay the club periodic consideration (i.e., annual rent) in connection with such use, in which case such consideration will be included as revenue in AR. (I) Revenues derived from real estate development opportunities in conjunc- tion with or related to any stadium lease, land purchase agreement or other arrangement, provided that such revenues are not substitutions for revenues that would otherwise be included in AR.

Non-AR. (1) The following items are excluded from AR: (A) “Taxes/surcharges” on regular season, preseason, and postseason gate receipts re- ceipts (including ticket revenue from “luxury boxes,” suites, and premium seating) which are comprised of (A) admission taxes, (B) taxes on tickets regularly paid to gov- ernmental governmental authorities by Clubs or Club Affiliates, provided such taxes are deducted for purposes of calculating gate receipts subject to revenue sharing and (C) surcharges paid to stadium or municipal authorities which are deducted for purposes of calculating gate receipts subject to revenue sharing (which amounts approximated in the aggregate $119,666,000 156 million for the 2010 2019 League Year); (B) Revenues derived from wholesale merchandising opportunities (i.e., the manufacture and distribution of merchandise to third-party retailers) conducted by Dal- las Dallas Cowboys Merchandising (“DCM”) other than any related royalty payments to any League entity, Club or Club Affiliate (which amounts are projected as of the effective date of this Agreement to be approximately $80 million for the 2011 League Year)Affiliate; and (C) Revenues from the PSLs sold by the New York Jets and New York Gi- ants Giants that are dedicated to the construction of New Meadowlands Stadium, including the amortization amor- tization to League Years during the term of this Agreement of such previously-sold PSLs (which amounts are projected as of the effective date of this Agreement to be approximately approxi- mately $43 40 million for the 2011 2020 League Year). (D) Any PSLs that were excluded from the calculation of Total Revenues un- der the 2006 CBA or from AR under the Prior Agreement, to the extent that the amortization schedule has not expired; and (E) Any PSRs or naming rights or cornerstone sponsorship proceeds that were excluded from the calculation of AR under the Prior Agreement, to the extent that the amortization schedule has not expired. (2) The following is a nonexclusive list of examples of revenues received by the NFL and/or NFL Clubs which are not derived from, and do not relate to or arise out of the performance of players in NFL football games (and are therefore not “AR”): (A) Proceeds from the assignment, sale or trade of Player Contracts, pro- ceeds proceeds from the sale of any existing NFL franchise (or any interest therein) or the grant of NFL expansion franchises, franchise relocation fees, dues or capital contributions re- ceived received by the NFL, fines, “revenue sharing” among NFL Teams, interest income, insurance recoveries recov- eries (other than those net business interruption insurance recoveries that are described in Section 1(a)(i)(8) above), sales of interests in real estate and non-AR- AR-related property, and Club cheerleader revenues (provided that, if such cheerleader reve- nue revenue is provided by an entity with which the Club has another commercial relationship, the Accountants will review re- view the transactions and determine the appropriateness of any revenue allocations); (B) Revenues generated from stadium events unrelated to NFL football (e.g., concerts, soccer games) in which the Club or a Club Affiliate makes a non-de minimis investment of capital or cash, and the value of, and revenues generated from, stadium- related businesses and/or opportunities unrelated to NFL football in which the Club or an affiliate must invest a non-de minimis amount of capital, cash, or effort to generate revenue (other than real estate development opportunities, which are subject to Subsec- tion Subsection 1(a)(ii)(I) below); (C) The value of promotional spots (e.g., television or radio spots) that are received from time to time by the NFL under national media contracts solely for its own use (either to promote the NFL’s own football related businesses (and not the businesses of any other party), or for charitable purposes) and not for resale (although for clarity, the NFL’s promotional spots may include references to or depict logos or marks of third party sponsors or providers (e.g., an advertisement promoting the NFL Shop may show merchandise mer- chandise with NFL sponsor logos) as long as the third-party does not provide con- sideration consideration to be referenced or depicted in such spots); (D) The value of complimentary or other no-charge tickets distributed by a Club, up to 320,000 League-wide across all preseason games (i.e., an average of 5,000 tickets tick- ets per preseason game), and up to 17,000 tickets per-Club across all home regular season games (i.e., an average of 2,125 tickets per regular season game) allocated at the Club’s discretion, provided that such tickets are excluded from visiting team sharing requirementsrequire- ments. NFLPA approval is required for any exclusion from AR of such tickets above the levels set forth in this Subsection. (E) Specifically designated day-of-game expense reimbursements received by a Club or Club Affiliate from a governmental entity, where such reimbursements are for legitimate expenses that the Club or Club Affiliate has incurred that the governmental entity previously incurred (including in connection with the Club’s occupancy of a prior stadium, if the reimbursements arise out of the construction of a new stadium). This exclusion ex- clusion shall not apply to expense reimbursements received in connection with con- cession concession sales, operation of parking facilities, signage or advertising sales, or any other revenue generating gen- erating activity at the stadium other than the conduct of the game itself (e.g., expense reimbursements for game-day security previously provided by the police, and post-game stadium clean-up previously provided by a municipality, are not treated as AR, if such reimbursement otherwise qualifies). All claims for this exclusion shall be supported by appropriate documentation evidencing the extent to which the Club or Club Affiliate incurred in- curred the designated day-of-game expense and the extent to which the governmental entity previously incurred the expense; (F) In addition to the amounts described in Subsection (E) above, 65% of other (i.e., non-day of game) operating or maintenance expense reimbursements only for the specific Teams and agreements as per Paragraph 3 of the letter agreement under the Prior Agreement dated November 21, 2007. If a Club has reimbursements under both Subsection (E) above and this Subsection (F), the allocation as between the two catego- xxxx categories shall be consistent with how the parties treated such reimbursements under the Prior Agreement. (G) Investments in or contributions toward the purchase of concession equipment equip- ment by concessionaires on behalf of a Club or a Club’s Stadium, and the value of provided elements related to the operation and maintenance of the soft drink equipment in the Club’s Stadium (i.e., dispensing/vending equipment, service); and. For the purpose of this Sec- tion: (Hi) The value parties have agreed that the “equipment” and “provided elements re- lated to the operation and maintenance of luxury boxes the soft drink equipment” that are not considered AR under this Section include, without limitation, the following items: (1a) used by a Club owner for personal purposes beer or to promote the Club or the owner’s other business interests; or (2) provided to stadium authorities, municipalities, and/or governmental officials, or (3) used or made available for use by the owner(s) of the visiting Club, or (4) provided for the use of a Club head coach; in each case where no revenue is actually received by the Club or a Club Affiliate, except that the value of such luxury boxes will be imputed as AR unless at least one luxury box in the stadium is available soft-drink dispensing machines and unsold; provided that, in no event shall revenue be imputed for one luxury box that is used by the owner(s) of the Club, and one luxury box that is used or made available for use by the owner(s) of the Visiting Club. Without limiting the foregoing, the value of any luxury box that is provided elements related to a former Club owner the operation and maintenance of the beer or soft drink equipment in connection with the sale of a Club shall be imputed into AR un- less the prior owner is obliged to pay the club periodic consideration Club’s stadium (i.e., annual rentdispensing/vending equipment, service); (b) in connection with such usecash registers, in which case such consideration will be included as revenue in AR. (I) Revenues derived from real estate development opportunities in conjunc- tion with or related to any stadium leasecredit card readers, land purchase agreement computers, printers, or other arrangementelectronic equipment that is/are used solely in concession areas (includ- ing point-of-sale electronic hardware, provided that software, and related wiring and internet equipment) or outside of such revenues are not substitutions for revenues that would otherwise be included in AR.areas by food or beverage vendors (e.g., hand held ordering devices);

Non-AR. (1) The following items are excluded from AR: (A) “Taxes/surcharges” on regular season, preseason, and postseason gate receipts (including ticket revenue from “luxury boxes,” suites, and premium seating) which are comprised of (A) admission taxes, (B) taxes on tickets regularly paid to gov- ernmental go- vernmental authorities by Clubs or Club Affiliates, provided such taxes are deducted for purposes of calculating gate receipts subject to revenue sharing and (C) surcharges paid to stadium or municipal authorities which are deducted for purposes of calculating gate receipts subject to revenue sharing (which amounts approximated in the aggregate $119,666,000 for the 2010 League Year); (B) Revenues derived from wholesale merchandising opportunities (i.e., the manufacture and distribution of merchandise to third-party retailers) conducted by Dal- las Cowboys Merchandising (“DCM”) other than any related royalty payments to any League entity, Club or Club Affiliate (which amounts are projected as of the effective date of this Agreement to be approximately $80 million for the 2011 League Year); and (C) Revenues from the PSLs sold by the New York Jets and New York Gi- ants Giants that are dedicated to the construction of New Meadowlands Stadium, including the amortization to League Years during the term of this Agreement of such previously-previously- sold PSLs (which amounts are projected as of the effective date of this Agreement to be approximately $43 million for the 2011 League Year). (D) Any PSLs that were excluded from the calculation of Total Revenues under the Prior Agreement, to the extent that the amortization schedule has not expired. (2) The following is a nonexclusive list of examples of revenues received by the NFL and/or NFL Clubs which are not derived from, and do not relate to or arise out of the performance of players in NFL football games (and are therefore not “AR”): (A) Proceeds from the assignment, sale or trade of Player Contracts, pro- ceeds proceeds from the sale of any existing NFL franchise (or any interest therein) or the grant of NFL expansion franchises, franchise relocation fees, dues or capital contributions re- ceived contribu- tions received by the NFL, fines, “revenue sharing” among NFL Teams, interest income, insurance recoveries (other than those net business interruption insurance recoveries that are described in Section 1(a)(i)(8) above), sales of interests in real estate and non-AR- related property, and Club cheerleader revenues (provided that, if such cheerleader reve- nue is provided by an entity with which the Club has another commercial relationship, the Accountants will review the transactions and determine the appropriateness of any revenue allocations); (B) Revenues generated from stadium events unrelated to NFL football (e.g., concerts, soccer games) in which the Club or a Club Affiliate makes a non-de minimis investment of capital or cash, and the value of, and revenues generated from, stadium- related businesses and/or opportunities unrelated to NFL football in which the Club or an affiliate must invest a non-de minimis amount of capital, cash, or effort to generate revenue (other than real estate development opportunities, which are subject to Subsec- tion 1(a)(ii)(I) below); (C) The value of promotional spots (e.g., television or radio spots) that are received from time to time by the NFL under national media contracts solely for its own use (either to promote the NFL’s own football related businesses (and not the businesses of any other party), or for charitable purposes) and not for resale (although for clarity, the NFL’s promotional spots may include references to or depict logos or marks of third party sponsors or providers (e.g., an advertisement promoting the NFL Shop may show merchandise with NFL sponsor logos) as long as the third-party does not provide con- sideration to be referenced or depicted in such spots); (D) The value of complimentary or other no-charge tickets distributed by a Club, up to 320,000 League-wide across all preseason games (i.e., an average of 5,000 tickets per preseason game), and up to 17,000 tickets per-Club across all home regular season games (i.e., an average of 2,125 tickets per regular season game) allocated at the Club’s discretion, provided that such tickets are excluded from visiting team sharing requirements. NFLPA approval is required for any exclusion from AR of such tickets above the levels set forth in this Subsection. (E) Specifically designated day-of-game expense reimbursements received by a Club or Club Affiliate from a governmental entity, where such reimbursements are for legitimate expenses that the Club or Club Affiliate has incurred that the governmental entity previously incurred (including in connection with the Club’s occupancy of a prior stadium, if the reimbursements arise out of the construction of a new stadium). This exclusion shall not apply to expense reimbursements received in connection with con- cession sales, operation of parking facilities, signage or advertising sales, or any other revenue generating activity at the stadium other than the conduct of the game itself (e.g., expense reimbursements for game-day security previously provided by the police, and post-game stadium clean-up previously provided by a municipality, are not treated as AR, if such reimbursement otherwise qualifies). All claims for this exclusion shall be supported by appropriate documentation evidencing the extent to which the Club or Club Affiliate incurred the designated day-of-game expense and the extent to which the governmental entity previously incurred the expense; (F) In addition to the amounts described in Subsection (E) above, 65% of other (i.e., non-day of game) operating or maintenance expense reimbursements only for the specific Teams and agreements as per Paragraph 3 of the letter agreement under the Prior Agreement dated November 21, 2007. If a Club has reimbursements under both Subsection (E) above and this Subsection (F), the allocation as between the two catego- xxxx shall be consistent with how the parties treated such reimbursements under the Prior Agreement. (G) Investments in or contributions toward the purchase of concession equipment by concessionaires on behalf of a Club or a Club’s Stadium, and the value of provided elements related to the operation and maintenance of the soft drink equipment in the Club’s Stadium (i.e., dispensing/vending equipment, service); and (H) The value of luxury boxes that are (1) used by a Club owner for personal purposes or to promote the Club or the owner’s other business interests; or (2) provided to stadium authorities, municipalities, and/or governmental officials, or (3) used or made available for use by the owner(s) of the visiting Club, or (4) provided for the use of a Club head coach; in each case where no revenue is actually received by the Club or a Club Affiliate, except that the value of such luxury boxes will be imputed as AR unless at least one luxury box in the stadium is available and unsold; provided that, in no event shall revenue be imputed for one luxury box that is used by the owner(s) of the Club, and one luxury box that is used or made available for use by the owner(s) of the Visiting Club. Without limiting the foregoing, the value of any luxury box that is provided to a former Club owner in connection with the sale of a Club shall be imputed into AR un- less the prior owner is obliged to pay the club periodic consideration (i.e., annual rent) in connection with such use, in which case such consideration will be included as revenue in AR. (I) Revenues derived from real estate development opportunities in conjunc- tion with or related to any stadium lease, land purchase agreement or other arrangement, provided that such revenues are not substitutions for revenues that would otherwise be included in AR.