Non-Relocation Agreement

Home , Union Station (Houston)

Final

NON-RELOCATION AGREEMENT

by and between

HARRIS COUNTY-HOUSTON SPORTS AUTHORITY

and

HOUSTONMcLANE COMPANY, INC., d/b/a Houston Astros Baseball Club

The Ballpark at UnionStation Houston, Texas

il ¯

6/I 7/98-3:59pm TABLE OF CONTENTS

ARTICLE i

DEFINEDTERMS ...... 2 Section I.I Definitions and Usage ...... 2

ARTICLE 2

COVENANTTO PLAY...... 2 Section 2.1 Commitmentto Astrodome Complex ...... 2 Section 2.2 Commitmentto Stadium ...... 2

ARTICLE 3

NON-RELOCATION...... 3 Section 3.1 Relocation of Astros ...... 3 Section 3.2 Prohibited Actions ...... 4 Section 3.3 Third Party Negotiations ...... 4

ARTICLE 4

DEFAULTSAND REMEDIES ...... 4 Section 4.1 Houston McLaneDefault ...... 4 Section 4.2 Sports Authority Remedies ...... 5 Section 4.3 Declaratory or Injunctive Relief ...... 5 Section 4.4 Liquidated Damages ...... 6 Section 4.5 Houston McLane’s Termination Rights ...... 7 Section 4.6 Termination ...... 7 Section 4.7 Cumulative Remedies ...... 8 Section 4.8 Waiver of ConsumerRights ...... 8

ARTICLE 5

DISPUTERESOLUTION ...... 9 Section 5.1 Settlement By Mutual Agreement ...... 9 Section 5.2 Arbitration ...... 9 Section 5.3 Emergency Relief ...... 9

6/17/98-3:59 pm °i- ARTICLE 6

ASSIGNMENT...... 10 Section 6.1 Sale of Franchise ...... 10 Section 6.2 Astros Financings ...... 11 Section 6.3 Assignments of Houston McLane’sInterest ...... 11 Section 6.4 Permitted Transfers ...... 11 Section 6.5 Release of Houston McLane...... 12 Section 6.6 Transfers by the Sports Authority ...... 14 Section 6.7 Release of the Sports Authority ...... 15 Section 6.8 Estoppel Certificate ...... 15

ARTICLE 7

GENERALPROVISIONS ...... 16 Section 7.1 Representations Regarding Individual Capacity ...... 16 Section 7.2 Waiver of Immunity ...... 19 Section 7.3 Consent of Major League Baseball ...... 19 Section 7.4 Incorporation of Appendices and Schedules ...... 19 Section 7.5 Third Party Beneficiary ...... 20 Section 7.6 Notices ...... 20 Section 7.7 Severability ...... 20 Section 7.8 Entire Agreement; Amendmentand Waiver ...... 20 Section 7.9 Table of Contents Headings ...... 21 Section 7.10 Parties in Interest; Limitation on Rights of Others ...... 21 Section 7.11 Counterparts ...... 21 Section 7.12 Governing Law ...... 21 Section 7.13 Court Proceedings ...... 21 Section 7.14 Payment on Business Days ...... 22 Section 7.15 Time ...... 22 Section 7.16 Interpretation and Reliance ...... 22 Section 7.17 No Assignment ...... 22 Section 7.18 Attorneys’ Fees ...... 22 Section 7.19 Houston McLaneCovenants ...... 23 Section 7.20 Other Venues ...... 23 Section 7.21 Pledge of AR.R Fund ...... 23 Section 7.22 Independent Consideration ...... 23 Section 7.23 Interest on OverdueObligations and Post-JudgmentInterest ...... 24

6/! 7/98-3:59 pm -ii- ..... APPENDICES AND SCHEDULES

APPEIxq3IXA Glossary of Defined Termsand Rules as to Usage APPENDIX B Addressesfor Notices APPENDIX C Arbitration Procedures

.°° 6/17/98-3:59pm -III- NON-RELOCATION AGREEMENT

THIS NON-RELOCATIONAGREEMENT (this ’qNon-Relocation A~eement") is made and entered into effective as of the 17th day of June, 1998 (the "Effective Date") by and between HARRIS COUNTY-HOUSTONSPORTS AUTHORITY(the "~li~.,~llh~"), a sports and communityvenue district created under Chapter 335 of the Texas Local Government Code, and HOUSTONMeLANE COMPANY, INC., d/b/a Houston Astros Baseball Club ("Houston McLane"), a Texas corporation. Houston McLaneand the Sports Authority collectively are referred to herein as the "Parties."

A. Houston McLaneis the holder of the fi’anchise for the City of Houston, Texas issued by the National League and is the owner of the Houston Astros Baseball Club.

B. The project known as "The Ballpark at Union Station" includes the design, development, construction, and furnishing of the Stadium pursuant to the Project Agreementand the lease, use, and operation thereof by Houston McLanepursuant to the terms and conditions of the Stadium Lease and the License Agreement.

C. The Sports Authority, the City, and the County have invested and contemplate continuing to invest a substantial amount of funds for the design, development, construction, and furnishing of the Stadiumand such public entities have a significant interest in assuring that Houston McLaneshall cause the Astros to play its Baseball HomeGames at the Stadium upon completion of construction.

D. As an inducement to the Sports Authority to enter into the Project Agreement, the Stadium Lease, and the License Agreement, Houston McLanehas agreed to enter into this Non- Relocation Agreementupon the terms and conditions set forth herein.

AGREEMENTS

For and in consideration of the respective covenants and agreements of the Parties herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedby the Parties, the Sports Authority and Houston McLanedo hereby agree as follows:

6/i 7/98-3:59 pm - 1 - ARTICLE 1

DEFI~ED TERMS

Section 1.1 Definitions and Usage. Unless the context shall otherwise require, capitalized terms used in this Non-RelocationAgreement shall have the meaningsassigned to them in the Glossary of DefinedTerms attached hereto as AppendixA, whichalso contains rules as to usagethat shall be applicableherein.

ARTICLE 2

COVENANT TO PLAY

Section 2.1 Commitment to Astrodome Complex.

2.1.1 Covenantto Play in Astrodome Complex. The Astros shall play, and HoustonMcLane hereby covenants to cause the Astros to play, all of their Baseball HomeGames in the Astrodome Complexthroughout the period of time (the "AstrodomeNon-Relocation Period’)that commencesupon the Effective Date and ends upon the earlier of the Commencement Date or termination of this Non-Relocation Agreement pursuant to Section 4.5 hereof. Notwithstandingthe foregoing, the Astrosshall be entitled to play, and the foregoingcovenant shall not prevent or prohibit the Astrosfi’om playing, up to five (5) of their BaseballHome Games outside the AstrodomeComplex during each Major League Baseball Season during the AstrodomeNon- RelocationPeriod; providedthat noneof such five (5) Baseball HomeGames shall include any game in the opening homestandof a MajorLeague Baseball Season (excluding any pre-season play), any gameduring the final four (4) weeksof the Major LeagueBaseball Season (excluding any post- season play), or any playoffgameor gameof the WorldSeries. The right to play certain Baseball HomeGames outside the AstrodomeComplex as provided in the preceding sentence shall be non- cumulativeand any unused portion shall expire at the end of each MajorLeague Baseball Season.

2.1.2 Untenantabili~’ of AstrodomeComplex. Notwithstanding the provisions of Section 2.1.1 to the contrary, if an AstrodomeUntenantable Condition shall exist at any time during the AstrodomeNon-Relocation Period, then Houston McLaneshall be entitled to make arrangementsfor alternate sites and the Astros shall be entitled to play their BaseballHome Games at such alternate sites but only during the period of time that any such AstrodomeUntenantable Conditionshall exist and providedthat HoustonMcLane uses commerciallyreasonable and diligent efforts to mitigate and overcomesuch AstrodomeUntenantable Condition.

6/17/98-3:59 pm -2- Section 2.2 Commitmentto Stadium.

2.2.1 Covenantto Play in Stadium. The Astros shall play, and Houston McLane hereby covenants to cause the Astros to play, all of their Baseball HomeGames in the Stadium throughouttheLease Term. Notwithstanding theforegoing, theAstros shall be entitled toplay, and theforegoing covenant shall not prevent orprohibit the Astros from playing, upto the lesser of (i) five(5) or (ii) 6.2% of their Scheduled Baseball Home Games outside the Stadium during . MajorLeague Baseball Season; provided that none of suchexempt Baseball Home Games shall includeany game in theopening homestand ofa MajorLeague Baseball Season (excluding any pre- seasonplay), any game during the final four (4) weeks of a MajorLeague Baseball Season (excludingany post-season play), or any playoff game or gameof the World Series. The right playcertain Baseball Home Garncs outside the Stadium as provided inthe preceding sentence shall bc non-cumulativeandany unused portion shall expire at theend of eachMajor League Baseball Season.Additionally, theobligation contained inthe initial sentence 0fthis Section 2.2.1 shall not applyduring the initial thirty (30) days after the Commencement Dateprovided that (i) during thirty(30) days the Astros play all of theirBaseball Home Games in theAstrodome Complex (subjecttoSection 2.1.2) and (ii) the Commencement Datedoes not occur as a resultof Houston McLaneexercising the "Mid-Season Option" or the "Prc-Season Option" under, and as definedin, the StadiumLease.

2.2.2 Untenantabili~’ of Stadium. Notwithstanding the provisions of Section 2.2.1 to the contrary, if, during the Lease Term,a StadiumUntenantable Condition shall exist, then HoustonMcLane shall be entitled to makearrangements for alternate sites and the Astros shall be entitled to play their BaseballHome Games at such alternate sites but only duringthe period of time that any such StadiumUntenantable Condition shall exist and provided that HoustonMcLane uses commerciallyreasonable and diligent efforts to mitigate and overcomesuch StadiumUntenantable Condition. Additionally, HoustonMcLane shall use reasonable efforts to locate and use alternate sites whichare located within the boundariesof the Sports Authority or the City and the County.

ARTICLE 3

NON-RELOCATION

Section 3.1 Relocation of Astros.

(a) HoustonMcLane shall not relocate the Astros or the hometerritory of the Astros outside the boundariesof the City and the County.

6/! 7/98-3:59 pm -3- (b) . Withoutlimiting or impairing the obligations of Article 2 hereof, in the event the Astros play morethan the lesser of(i) five (5) or (ii) 6.2%of their BaseballHome Games during Major League Baseball Season outside the Stadium or the AstrodomeComplex in violation of Article 2 then such action shall be deemedto be a relocation of the hometerritory of the Astros whichshall constitute a default under Section 3.1 (a). The precedinglimitation on Baseball Home Gamesshall not include Baseball HomeGames played outside the Stadium or the Astrodome Complexdue to a good faith dispute over the existence of a StadiumUntenantable Condition or an AstrodomeUntenantable Condition.

Section 3.2 prohibited Actions. HoustonMcLane shall not apply for or seek approval fi’om MajorLeague Baseball or the National Leaguefor (i) the relocation of the Astros or the home territory of the Astros outside the boundariesof the City and Countyor (ii) the reduction of the Astros’ territorial or circuit rights, as defined under MajorLeague Rule l(a), for the playing Baseball HomeGames through the exclusion of any of the following counties: Harris, Brazoria, Chambers,Fort Bend, Galveston, Liberty, Montgomeryor Waller counties.

Section 3.3 Third Party_ Negotiations. NotwithstandingSection 3.2 to the contrary, during(y) the period of time that is five (5) years prior to the expirationof "Primary_ Term" (as defined in the StadiumLease) or any "~Ilt.v..a,LT.f.~" (as defined in the StadiumLease) or (z) existence of a "Landlord Default" (as defined in the StadiumLease), a "L~J2f.~" (as defined in the License Agreement)or a "Sports Authority_Default" (as defined in the Project Agreement), then and only then HoustonMcLane may, after giving prior written notice to the Sports Authority, enter into negotiations or agreementswith third parties concerningthe relocation of the Astros or the hometerritory of the Astros outside the boundariesof the City and the County, but Houston McLaneshall remain, and any such third party agreementsshall he, subject to all other provisions of this Non-RelocationAgreement including, without limitation, Section 2.2.1 above.

ARTICLE 4

DEFAULTS AND REMEDIES

Section 4.1 HoustonMcLane Default. The occurrence of any of the following shall be an "~" by Houston McLane or a "Houston McLane Default":

(a) Failure of HoustonMcLane to keep, observe, or perform any of the terms, covenants, or agreementscontained in Article 2 or Article 3 of this Non-Relocation Agreementnotwithstanding the existence of any "Houston McLaneDefault" under the

6/17/98-3:59 pm ’-4- Project Agreement,a "Tenant Default" under the StadiumLease, or a "Licensee Default" under the License Agreement;

Co) Any representation or warranty confirmed or made in this Non- Relocation Agreementby HoustonMcLane shall be found to have been incorrect in any material respect whenmade or deemedto have been made;or

(c) The (i) filing by Houston McLaneof a voluntary petition bankruptcy;or (ii) adjudicationof HoustonMcLane as a bankrupt;or (iii) the filing of petition or other pleadingin any action seeking reorganization, rearrangement,adjustment or compositionof, or in respect of HoustonMcLane under the United States Bankruptcy Codeor any other similar state or federal law dealingwith creditor’s rights generally unless within sixty (60) days after such filing Houston McLanecauses such proceeding appointmentto be stayed or discharged; or (iv) appointmentof receiver, trustee or other similar official for HoustonMcLane or its property.

Section 4.2 Sports Authority Remedies. Uponthe occurrence of any Houston McLane Default, the Sports Authoritymay, in its sole discretion, have the option to pursue any one or more of the followingremedies without any notice or demandwhatsoever, other than any notice expressly provided for in this Non-RelocationAgreement:

(a) The Sports Authority mayseek and obtain injunctive or declaratory relief pursuant to Section 4.3 hereof including, without limitation, specific performance;

Co) The Sports Authority may recover liquidated damagespursuant to Section 4.4 hereof but only in the event of a violation of Section 3.1 hereof;

(d) The Sports Authority may exercise any and all other remedies available to the Sports Authorityat law or in equity.

Section 4.3 Declaratory or In_iunetive Relief. AnyParty or express beneficiary of this Non-RelocationAgreement shall be entitled to seek injunctive relief prohibiting or mandatingaction by any other Party in accordancewith this Non-RelocationAgreement, or declaratory relief with respect to any matter under this Non-RelocationAgreement. In addition, Houston McLane(a)

6/17/98-3:59 pm -5- recognizes that the Stadiumis being constructed, certain taxes arc being imposedby the Sports - - Authority, and certain debt is being incurred in order to permit the Baseball HomeGames in the AstrodomeComplex during the AstrodomeNon-Relocation Period and in the Stadium during the LeaseTerm, all as providedin ~, andCo) acknowledges and agrees that monetary damages couldnot bc calculated tocompensate the Sports Authority for any breach by Houston McLane of thecovenants and agreements contained inthis Non-Relocation Agreernent. Accordingly, Houston McLancagrees that (i) the covenants and agreernents contained in this Non-Relocation Agreement shallconstitute anagreement described by Subsection (a)(2) of Section 335.004 of Chapter 335 theTexas Local Government Code, (ii) the Sports Authority may restrain orenjoin any breach threatenedbreach of any covenant, duty, or obligation of Houston McLane contained in this Non- RelocationAgreement without the necessity ofposting a bond or othersecurity and without any furthershowing ofin’c-parable harm, balance of harms,consideration ofthe public interest orthe inadequacyofmonetary damages asa remedy,(iii) the administration ofan order for injunctive relief wouldnot be impracticaland, in theevent of anybreach of anycovenant, duty or obligation containedinthis Non-Relocation Agreement, thebalance of hardships would weigh in favor of entry ofinjunctive relief, (iv) the Sports Authority mayenforce any such covenant, duty or obligation HoustonMcLane contained in this Non-Relocation Agreement through specific performance ifso awardedpursuant tothe Arbitration Procedures, and(v) the Sports Authority may seek injunctive orother form of ancillary relief fi’om a court of competent jurisdiction inorder to maintain thestatus quoand enforce the terms of thisNon-Relocation Agreement on an interimbasis pending the outcomeof arbitrationof the applicable Dispute or Controversypursuant to theArbitration Procedures.TheParties hereby agree and irrevocably stipulate that the rights of the Sports Authority to injunctiverelief pursuant to thisNon-Relocation Agreement shall not constitute a "claim" pursuantto sectionI01(5) of theUnited States Bankruptcy Code and shall not be subject dischargeorrestraint of any nature in any bankruptcy proceeding involving Houston McLane.

Section 4.4 Liquidated Damages.The Parties also recognize, agree, and stipulate that the financial, civic, and social benefits to the Sports Authority, the City, and the Countyfrom the presenceofthe Astros and the playing ofits Baseball Home Games in the City and County are great, butthat the precise value of those benefits isdifficult toquantify dueto the number of citizens and businessesthat rely upon and benefit from the presence of theAstros in the City and County. Accordingly,the magnitude of thedamages that would result fi’om a violationof~ hereof wouldbc very significant insize but difficult toquantify including, without limitation, damages to thereputation andfinances ofthe Sports Authority, theCity, and the County. Therefore, thePanics agreethat in the event of a violationofSection 3.1 hereof including, without limitation, anysuch breacharising pursuant tothe provisions ofsection 365(g) of the United States Bankruptcy Code similarprovision ofany successor thereto, the Sports Authority will be entitled torecover from

6/I7/98-3:59 pm -6- HoustonMcLane the following sums, whichare stipulated to be reasonable estimated damagesin the event of a violation of Section3.1 hereof, as reasonableliquidated damagesand not as a penalty:

Liquidated Damages

7/1/98-6/30/2003 $250,000,000 7/1/03-6/30/2008 $200,000,000 7/1/08-6/30/2013 $150,000,000 7/1 / 13-6/30/2018 $125,000,000 7/1 / 18 -6/30/2023 $100,000,000 After 7/1/2023 $ 75,000,000

The Parties hereby acknowledgethat they have negotiated the aboveamounts in an attempt to make a good faith effort in quantifying the amount of damages due to a violation of~ hereof despite the difficulty in makingsuch determination.Accordingly, in the event the Sports Authority collects the abovereferenced liquidated damagesthen the Sports Authorityhereby waives any right to collect additional monetarydamages (other than as provided pursuant to Section 6.18 hereof) includinglost or prospectiveprofits, or for any other special, indirect, incidental, consequential, exemplary,or punitive damages.

Section 4.5 Houston McLane’sTermination Rights. The occurrence of any of the following shall be an "~" by the Sports Authority or a "Sports Authority Default":

(a) Termination of the Project Agreementby HoustonMcLane due solely to a "Sports AuthorityDefault" as defined therein;

(b) Tem~nationof the License Agreementby Houston McLanedue solely to a "LicensorDefault" as defined therein; or

Section 4.6 ~,,tlnln.~J.~.

4.6.1 Uponan Event of Default. Uponthe occurrence ofEvent of Default, the non-defaultingParty shall havethe right but not the obligation to give to the defaultingParty notice (a "Final Notice") of the non-defaulting Party’s intention to terminate this Non-Relocation Agreementafter the expiration of a period of thirty (30) days from the date such Final Notice

6/17/98-3:59 pm -7- .... given unless the default is cured, and uponexpiration of such thirty (30) day period, if the default is not cured, this Non-RelocationAgreement shall terminate without liability to the non-defaulting Party. If however,within such thirty (30) day period the defaulting Party cures such Event Default, then this Non-RelocationAgreement shall not terminate by reason of such Final Notice. Notwithstandingtheforegoing, in the event there is an Action or Proceeding pending or commenced betweenthe Parties with respect tothe particular Event of Default covered bysuch Final Notice, the foregoingthirty (30) day period shall be toiled until a finalnon-appealable judgment oraward, thecase may be, is entered with respect tosuch Action or Proceeding. Inthe event of a termination of thisNon-Relocation Agreement by eitherParty under this ~ or 4.6.2,then (except for theprovisions herein that expressly areto survive termination hereof), all obligations ofthe Parties underthis Non-Relocation Agreement automatically shall terminate also. Termination ofthis Non- RelocationAgreement shall not alter any existing claim of either Party for breaches ofthis Non- RelocationAgreement occurring prior to such termination andthe obligations ofthe Parties hereto withrespect thereto shall survive termination.

4.6.2Other Circumstances. Additionally, Houston McLane shall have the fight toterminate this Non-Relocation Agreement inthe event of:

(a) Terminationof the StadiumLease by HoustonMcLane pursuant to ~ or of theStadium Lease; or

(b)Te,rAnation of the Project Agreement by HoustonMcLanc pursuant of theProject Agreement in the event "Substantial Completion" does not occur on orbefore the deadlinespecified therein.

Section4.7 CumulativeRemedies. Each right or remedyof HoustonMcLanc and the SportsAuthority provided for in this Non-Relocation Agreement shall be cumulative ofand shall bcin addition toevery other right or remedyof Houston McLane or the Sports Authority provided forin this Non-Relocation Agreement, andthe exercise orthe beginning ofthe exercise byHouston McLancor the Sports Authority ofany one or more of the rights or remedies provided for in this Non-RelocationAgreement shall not preclude the simultaneous orlater exercise byHouston McLanc orthe Sports Authority ofany or all other rights or remedies provided for in this Non-Relocation Agreementor any other Project Document orhereafter existing atlaw or in equity, by statuteor otherwise.

Section 4.8 Waiver of Consumer Rights. THE SPORTS AUTHORITYAND HOUSTONMCLANE HAVE ASSESSED THEIR RESPECTIVE RIGHTS, LIABILITIES AND OBLIGATIONS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER

6/17/98-3:59 pm -8- PROTECTIONACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCECODE (THE "DTPA"). THE PARTIES AGREETHAT THE DTPA DOES NOT APPLY TO EITHER THE SPORTS AUTHORITY OR HOUSTON MCLANE SINCE NErrHER QUALIFY AS A "CONSUMER"UNDER SECTION 17.45(4) OF THE DTPA. HOWEVER,IN THE EVENTTHE DTPA IS DEEMEDTO BE APPLICABLEBY A COURTOF COMPETENTJURISDICTION OR ARBITRAL TRIBUNAL, THE SPORTS AUTHORITYAND HOUSTONMCLANE HEREBY WAIVE THEIR RIGHTS UNDERTHE DTPA, A LAWTHAT GIVES CONSUMERSSPECIAL . RIGHTS AND PROTECTIONS. AFTER CONSULTATIONWITH ATTORNEYSOF THEIR OWNSELECTION, THE SPORTS AUTHORITYAND HOUSTONMCLANE CONSENT TO THIS WAIVER. THE PARTIES AGREETHAT THIS ,~.~C,.]~L..4~ CONSTITUTESA CONSPICUOUS LEGEND.

ARTICLE $

DISPUTE RESOLUTION

Section 5.1 Settlemelnt By MutualA~reement. In the event any dispute, controversy or claim betweenor amongthe Parties arises under this Non-RelocationAgreement or is connected with or related in any wayto this Non-RelocationAgreement or any right, duty or obligation arising therefi’omor the relationship of the Parties thereunder(a "Disputeor Controversy"),including, but not limited to, a Dispute or Controversyrelating to the effectiveness, validity, interpretation, implementation,termination, cancellation or enforcementof this Non-RelocationAgreement, the Parties shall first attempt in goodfaith to settle and resolve such Disputeor Controversyby mutual agreement in accordance with the terms of this ~. In the event a Dispute or Controversy arises, either Party shall have the right to notify the other that it has elected to implementthe procedures set forth in this ~. Within fifteen (15) days after delivery of any such notice by one Party to the other regarding a Dispute or Controversy,the Sports Authority Representative and HoustonMcLane Representative shall meetat a mutuallyagreed time and place to attempt, with diligence and good faith, to resolve and settle such Dispute or Controversy. Should a mutual resolution and settlement not be obtainedat the meetingof the Sports AuthorityRepresentative and HoustonMcLane Representative for such purpose or should no such meetingtake place within such fifteen (15) day period, then either Party mayby notice to the other Party submit the Dispute Controversy to arbitration in accordance with the provisions of~ and ~. Upon the receipt of notice of referral to arbitration hereunder,the receiving Party shall be compelledto arbitrate the Dispute or Controversyin accordance with the tei~ms of this ~ and Ap.Rlaldig.C without regard to the justiciable character or executorynature of such Disputeor Controversy.

6/17/98-3:59 prn -9- .... Section 5.2 ~. Each Party hereby agrees that any Dispute or Controversy which is not resolved pursuant to the provisions of ~ may be submitted to binding arbitration hereunderand if submittedshall be r~’,olved exclusivelyand finally throughsuch binding arbitration. This Article 5 and ~ constitute a written agreement by the Parties to submit to arbitration any Dispute or Controversyarising after the Effective Date within the meaningof Section 171.001of the Texas Civil Practice and RemediesCode.

Section 5.3 EmergencyRelief. Notwithstanding any provisions of this Non-Relocation Agreementto the contrary, any Party mayseek injunctive relief or other formof ancillary relief at any time from any court of competentjurisdiction in Harris County, Texas. In the event that a Dispute or Controversyrequires emergencyrelief before the matter maybe resolved under the Arbitration Procedures,notwithstanding that any court of competentjurisdiction mayenter an order providing for injunctive or other form of ancillary relief, the Parties expressly agree that the Arbitration Procedureswill still governthe ultimate resolution of that portion of the Disputeor Controversynot resolved pursuant to said court order.

ARTICLE 6

Section 6.1 Sale of Franchise. HoustonMcLane shall have the right and powerto sell, transfer, and assign (but not mortgage,encumber, or pledge) the Franchise without the consent the Sports Authority. HoustonMcLane agrees, however,that an essential part of the consideration to the Sports Authority under this Non-RelocationAgreement is the obligation to cause the Astros to play in the AstrodomeComplex, as provided in ~, the obligation to cause the Astros to play in the Stadium, as provided in ~, the prohibition of relocating the Astros, as provided in ~,f, IJ.~!2.~.L(~, and the requirementthat the Personwho from time to time holds the Franchise comply, in all other respects, with the applicable terms and provisions of this Non-Relocation Agreement.Accordingly, HoustonMcLane covenants and agrees that Houston McLaneshall not transfer, sell, or assign the Franchise in any mannerexcept upon compliancewith each of the following conditions precedent:

(a) The transfer of the Franchiseis approvedin accordancewith the applicable Major LeagueBaseball Rules and Regulations;

(b) Suchassignee of the Franchiseexecutes and delivers to the Sports Authorityan instrumentwhereby such assignee assumes full responsibility forthe performanceof all of theobligations of Houston McLane under this Non-Relocation

6/17/98-3:59 prn - l 0- Agreementarising on and after the date of such assignment. The form of the instrument of assumptionshall be subject to the prior written approval of the Sports Authority, which approvalshall not be unreasonably withheld, delayed orconditioned, andshall be limited to thequestion ofwhether such instrument, when duly executed, will accomplish itsintended purposeunder this Non-Relocation Agreement; and

(c)In allinstances the assignee of theFranchise must also be the successortenant under the Stadium Lease and the successor licensee under the License Agreement.

Theprovisions ofthis Non-Relocation Agreement shall be deemed to be a restrictivecovenant that attachestoand is binding upon the Franchise.

Section6.2 Astros Financings. Notwithstanding anything tothe contrary set forth in this Non-RelocationAgreement, it is expressly understood and agreed that Houston McLane shall have theright (other than as to the Franchise) togrant a mortgage, pledge, assign orother security interest orLien in or on any of Houston McLane’s trade fixtures, equipment, personal property, receivables, accounts,contract rights, general intangiblcs, tangible and intangible assets, any of Houston McLane’srevenue streams derived from any source whatsoever toobtain financing orsecure a loan orloans from one or more lenders.

Section 6.3 Assignmentsof Houston McLane’sInterest. Except as otherwise p~m~itted by this Article 6, Houston McLanemay not (and Houston McLaneagrees that it will not) voluntarily, involuntarily, by operation of law or otherwise (including by way of merger or consolidation), sell, assign, transfer, pledge, mortgageor encumberthis Non-RelocationAgreement (each, a "Transfer"), without first obtaining the consent of the Sports Authority pursuant to this Article 6, whichconsent shall not be unreasonablywithheld, delayed or conditioned. For purposes of this Non-RelocationAgreement, the term "Transfer" shall also include any issuance or transfer of any securities or interests havingordinary voting powerfor the election of directors (or other comparablecontrolling body)of HoustonMcLane or any transfer of an equity or beneficial interest in HoustonMcLane that results in either (x) a changeof the ControllingPerson, if any, of Houston McLane,or (y) the creation of a Controlling Personof HoustonMcLane, where none existed before. The Sports Authority and Houston McLaneagree that notwithstanding the foregoing, the term "Transfer"shall not include, and the Sports Authority’sconsent shall not be required for any grant of a mortgage,pledge, assignmentand/or other security interest or Lien in or on any of Houston McLane’strade fixtures, equipment,personal property or general intangibles, but excludingany Lien on the Franchise.

6/17/98-3:59 pm - 11- Section 6.4 Permitted Transfers. Althoughthe following shall constitute a Transfer under this Non-RelocationAgreement (each, a "PermittedTransfer"), the Sports Authority’sconsent to such Permitted Transfer shall be deemedto have been obtained provided no uncured Houston McLaneDefault or Potential HoustonMcLane Default for whichthe Sports Authority has delivered notice to HoustonMcLane shaU then exist:

(a) AnyTransfer that comcmporaneouslyor simultaneously includes (i) an assignmentor transfer of the Franchisein accordancewith the terms of this Non- Relocation Agreementto the same Person who is HoustonMcLane’s successor by assignment under this Non-Relocation Agreement (the "Houston McLane Transferee"), (ii) an assignmentor transfer of HoustonMcLane’s rights under the Stadium Lease, Project Agreementand the License Agreementto the Houston McLaneTransferee, and (iii) the full and unqualified assumption(by operation law or otherwise) by the Houston McLaneTransferee of responsibility for performanceof all of the obligations of HoustonMcLane under the Principal Project Documemsarising on and after the date of the Transfer;

(b) Anyissuance or transfer of any securities or interests havingordinary voting powerfor the election of directors (or other comparablecontrolling body) Houston McLanethat results in there being no Controlling Person of Houston McLane;

(c) Anyissuance or transfer of any securities or interests havingordinary voting powerfor the election of directors (or other comparablecontrolling body) HoustonMcLane that results in either a changeof the Controlling Personof Houston McLaneor the creation of a Controlling Person of Houston McLane,where none existed before, if duringthe seven(7) years precedingthe date of such Transfer, none of the following events have occurred with respect to the Person whois the new Controlling Person of HoustonMcLane unless the sameshall have been subsequently reversed, suspended, vacated, annulled or otherwise rendered of no effect under applicable GovernmentalRule:

(1) The initiation of any federal or state bankruptcy or insolvency proceedingby or against, or the appointmentof a receiver, conservator, physicalagent or similar officer for the businessor assets of any such Person; or

6/17/98-3:59 pm - 1 2 - .... (2) The conviction of such Person in a federal or state felony criminal proceeding(including a conviction entered on a plea of nolo contendere) such Personis a defendantin a felony criminal proceeding(excluding traffic violations and other minor offences) that is pending on the date of such Transfer.

Section 6.5 Release of HoustonMcLane. No Transfer shall relieve Houston McLane fromany of its obligations under this Non-RelocationAgreement except that HoustonMcLane shall be relieved from any obligations arising under this Non-RelocationAgreement after the date of a PermittedTransfer if, and only if, all of the followingoccur:

(a) Houston McLanehas notified the Sports Authority ofthe nameand address of the HoustonMcLane Transferee and the Controlling Person, if any, of such Houston McLaneTransferee by the time of the Permitted Transfer;

(b) The Houston McLaneTransferee must also be the successor by assignment of HoustonMcLane’s rights under the Principal Project Documents;

.(d) The Houston McLaneTransferee shall have assumed responsibility for performance of all of the obligations of HoustonMcLane under the Principal Project Documentsarising on and after the date of the Transfer pursuant to an instrument of assignment and assumption substantially in the form of the Assignmentand Assumption Agreementattached as ~ to the Stadium Lease or if not substantially in such form, then in a formapproved by the Sports Authority, whichapproval shall not be unreasonably withheld, delayed or conditioned and shall be limited to the question of whether such instrument, whenduly executed, will accomplishits intended purposes under this Non- Relocation Agreement(the "Assim’lment and AssumptionA~eement");

(e) Duringthe seven (7) years precedingthe date of the Permitted Transfer, of the followingevents have occurred with respect to the HoustonMcLane Transferee or any Person whois a Controlling Person of the HoustonMcLane Transferee as of the date of the Transfer, unless the same shall have been subsequently reversed, suspended, vacated, annulled or otherwise rendered of no effect under applicable GovernmentalRule:

6/17/98--3:59 pm - ] 3- ...... (i) The initiation of any federal or state bankruptcy or insolvency proceedingby or against, or the appointmentof a receiver, conservator, physical agent or similar officer for the business or assets of any such Person; or

(ii) The conviction of such Person in a federal or state felony criminal proceeding(including a conviction entered on a plea of nolo contendere) or such Personis a defendantin a felony criminal proceeding(excluding traffic violations and other minoroffenses) that is pendingon the date of such PermittedTransfer;

(all of the requirementsspecified in this Subparagaph(e) being herein referred to as the "Controlling Person Requirements");

(f) As of the date of the PermittedTransfer (after giving effect to the Transfer), (i) the Net Worthof the HoustonMcLane Transferee shall be no less than an amountequal to Fifty Million and No/100Dollars ($50,000,000.00)multiplied by the then CPI Fraction and (ii) the Debtto EquityRatio of the HoustonMcLane Transferee shall not be greater than 3.25 to 2 (the "Financial Tests"); and

(g) The HoustonMcLane Transferee’s satisfaction of the Financial Tests as of the date of the Transfer(after giving effect to the Transfer)shall be evidencedby, and be deemed satisfied by, (i) representations to that effect by the HoustonMcLane Transferee in the Assignmentand AssumptionAgreement and (ii) a letter addressed and delivered to the Sports Authority and Houston McLane(at Houston McLane’sor the Houston McLane Transferee’s expense)fi’om a firm of independentcertified public accountantsof recognized national standing and stating that, based uponan audit of the HoustonMcLane Transferee up to and including the date of the Transfer (after giving actual or proformaeffect to the Transfer) madein accordancewith generally accepted auditing standards, in such firm’s opinion the Financial Tests are/were met as of the date of the Transfer, such letter to be subject to such qualifications and assumptionsas are usual and customaryat such time for opinionsof auditing firms.

In the event within the thirty (30) days after the date the transferring Party or the HoustonMcLane Transferee delivers to the Sports Authority the accountant’s letter described in Subpara~aph(g) above, the Sports Authority delivers to the transferring Party and the HoustonMcLane Transferee a request that the Sports Authoritybe providedan opportunityto inspect and reviewthe workpapers used by such accountingfirm in the preparationof such letter, the transferring Party and the Houston McLaneTransferee shall cause such accounting firm to make such work papers available for inspection and review (but not retention or copying) by an individual designated by the Sports

6/17/98-3:59 pm ° 1 4- - Authority whois reasonablyacceptable to the transfer~g Party. Suchinspection and review by the individual designated by the Sports Authority shall take place during the thirty (30) day period followingthe latter of the delivery of such request by the Sports Authorityor the approval by the mansferringParty of the individual designatedby the Sports Authorityand shall be at a reasonable location designatedby such accountingfirm. The Sports Authorityand the individual so designated by the Sports Authority for the inspection and reviewof such workpapers shall agree to maintain the confidentiality of such workpapers, except as required by applicable GovernmentalRule, and shall enter into such confidentiality agreementwith respect to the sameas the transferring Party, the HoustonMcLane Transferee or such accounting firm shall reasonably request consistent with the foregoing.

Section 6.6 Transfers by the Sports Authority_. ]Except with respect to Facility Mortgagespermitted pursuantto the terms of the StadiumLease, the Sports Authorityshall not (and the Sports Authority agrees that it will not) voluntarily, involuntarily, by operation of law of otherwise, sell, assign or otherwise transfer this Non-RelocationAgreement (a "Sports Authority Transfer") to any Person whois not a permitted LandlordTransferee under the StadiumLease and without first obtaining the consent of HoustonMcLane pursuant to this Article 6, whichconsent shall not be unreasonably withheld, delayed or conditioned; provided, however,that Houston McLane’sconsent shall not be required in the event prior to, or simultaneouslywith, any such Sports Authority Transfer, (i) the Sports Authority notifies HoustonMcLane of the nameand address the Personwho will succeedto the rights and obligations of the Sports Authorityunder this License Agreement(a "Sports Authority_Transferee"), (ii) the Sports Authority Transferee is a permitted LandlordTransferee whohas satisfied all the conditions and requirementsunder the StadiumLease for the sameand has succeededto all of the rights, titles and interest of the Landlordunder the StadiumLease, and (iii) the Sports AuthorityTransferee shall have assumedall of the obligations of the Sports Authority under this Non-RelocationAgreement arising on and after such Sports AuthorityTransfer and agreed to be boundby all of the terms, conditionsand provisionsof this Non- Relocation Agreement,all pursuant to an instnm~ent in form and substance approvedby Houston McLane,which approval shall not be unreasonablywithheld, delayed or conditioned and shall be limited to the question of whethersuch instrument, whenduly executed, will be legally adequateto accomplishits intended purpose under this Non-RelocationAgreement.

Section 6.7 ]~elea$~ ofthe Sports Authority, NoSports Authority Transfer shall relieve the Sports Authority fromany of its obligations under this Non-RelocationAgreement except that the Sports Authority shall be relieved from any obligations arising under this Non-Relocation Agreementon and after the date of a the Sports Authority Transfer if, and only if (i) Houston McLaneconsents to such the Sports Authority Transfer or (ii) HoustonMcLane’s consent to such Sports Authority Transfer is not required pursuant to ~.

6/I 7/98-3:59 pm - ] 5- Section 6.8 Estoppel Certificate, In connection with any Permitted Transfer, Sports Authority Transfer or financing by Houston McLane,the Sports Authority and Houston McLane agree to execute and deliver to each other an estoppel certificate intended to be relied uponby HoustonMcLane, the Sports Authority and any transferee or assignee pursuant to a Permitted Transfer or Sports AuthorityTransfer or any third party lender stating:

(a) Whetherthis Non-RelocationAgreement is unmodifiedand is in full force and effect (or, if there have been modifications, that this Non-RelocationAgreement isin full force and effect as modified and stating the modifications);

Co)To the knowledge of theSports Authority or HoustonMcLane, as the casemay be, whether there arc any Houston McLane Defaults or PotentialHouston McLane Defaultsorany Sports Authority Defaults (and specifying each such default or potential defaultas to whichthe Sports Authority or HoustonMcLane, as thecase may be, has knowledge);and

(c)The Sports Authority’s and Houston McLanc’s, as thecase may be, currentaddress for purposes ofgiving notice.

ARTICLE 7

GENERAL PROVISIONS

Section7.1 Representations Re~ardin~ Individual Capacity.

7.1.1Power and Authority. Each individual executing and delivering this Non- RelocationAgreement onbehalf of a Partyhereto hereby rcprcsents tothe other Party hereto that suchindividual hasall requisite power and authority toexecute and deliver the same and to bind suchParty hereunder.

7.1.2Houston McLane’s Representatioln~. As an inducementto theSports Authorityto enterinto this Non-Relocation Agreement, Houston McLane hereby represents and warrantstothe Sports Authority, asof the Effective Date, as follows:

(a)Houston McLane is a corporationduly formed, validly existing, and ingood standing under the laws of the State of Texas, with all necessary corporate power and authoritytocarry on its present business, toenter into this Non-Relocation Agreement and toconsummate the transactions hercin contemplated.

6/17/98-3:59 pm - 16- (b) Neither the execution and delivery of this Non=RelocationAgreement by HoustonMcLane nor the performanceby HoustonMcLane of its obligations hereunder will(i) violate any statute, regulation, rule,judgment, order, decree, stipulation, injunction, charge,or otherrestriction of any Governmental Authority, or court to whichHouston McLaneis subject or anyprovision ofthe charter or bylaws of HoustonMcLane or (ii) conflictwith, result ina breachof, constitute a default under, result in the acceleration of, create in anyparty the fight to accelerate, tem-~nate,modify, or cancel, or require anynotice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreementor mortgagefor borrowedmoney, instrument of indebtedness, security interest, or other agreementto whichHouston McLane is a party or by whichHouston McLane or its assets are bound.

(c)All proceedings required to be takenby or on behalfof Houston McLancto authorizeHouston McLanc to executeand deliverthis Non-Relocation Agreementand to performthe covenants, obligations and agreements of Houston McLane hereunderhave been duly taken. No consentto theexecution and delivery of thisNon- RelocationAgreement by HoustonMcLane or theperformance by Houston McLane of its covenants,obligations, andagreements hereunder isrequired from any partner, board of directors,shareholder, creditor, investor, judicial, legislative oradministrative body, GovernmentalAuthority or other Person, other than any such consent whichalready has been unconditionally given.

(d) This Non-Relocation Agreementconstitutes the valid and legally binding obligation of Houston McLane,enforceable in accordance with its terms and conditions, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratoriumor other similar laws presently or hereafter in effect, affecting the enforcementof creditors’ rights generally and by general principles of equity whether applied in a proceedingat law or in equity.

(e) Houston McLanedoes not control, directly or indirectly, any corporation, partnership, or limited liability company.

(f)Mr. Drayton McLane is thesole record and beneficial owner of all theissued and outstanding capital stock of Houston McLane and all such shares have been dulyauthorized, arevalidly issued, fully paid, and non-assessable. Additionally, suchshares areowned by Mr.McLane free and clear of anyLien, claim, or encumbrance.

= 6/I 7/98-3:59pm -1 7 .... (g) To the best knowledge of Houston McLane, there is no action, suit, claim, proceedingor investigation pendingor curr~tly threatened against HoustonMcLane that questions the validity of this Non-RelocationAgre,,mlent or the transactions contemplatedherein or that could either individually or in the aggregate have a material adverseeffect on the assets, conditions, affairs, or prospectsof HoustonMcLane, financially or otherwise, or any change in the current equity ownershipof HoustonMcLane, nor is HoustonMcLane aware that there is any basis for any of the foregoing.

(h) HoustonMcLane is the record and beneficial owner of the Franchise and ownsthe Franchise flee and clear of any Lien, claim, or encumbrance.Houston McLane is a memberin goodstanding of the NationalLeague and is in compliancewith all applicable Major League Baseball Rules and Regulations which are relevant to the transactions contemplatedherein.

(i) Houston McLanehas delivered to the Sports Authority a true, complete, and accurate copy of such portion of the Major League Baseball Rules and Regulationswhich are relevant to the transactions contemplatedherein, the StadiumLease, and the License Agreement.

7.1.3 Sports Authority’s Representations. As an inducement to Houston McLane to enter into this Non-RelocationAgreement, Sports Authority represents and warrants to Houston McLane,as of the Effective Date, as follows:

(a)Sports Authority isa sportsand community venue district duly formed andvalidly existing under Chapter 335 of theTexas Local Government Code, with all necessarypower and authority to enterinto this Non-Relocation Agreement and to consummatethe transactions herein contemplated. Theexecution and delivery hereof and theperformance by Sports Authority of itsobligations hereunder will not violate or constitutean event of defaultunder any material terms or material provisions of any agreement,document, instrument, judgment, order or decree to which Sports Authority is a partyor by which Sports Authority orits assets are bound.

Co)Sports Authority has caused all governmental proceedings required tobe taken by or onbehalf of Sports Authority toauthorize Sports Authority tomake and deliverthis Non-Relocation Agreement and to performthe covenants, obligations and agreementsofSports Authority hereunder. Noconsent to theexecution ordelivery ofthis Non-RelocationAgreerncnt by Sports Authority orthe performance bySports Authority of itscovenants, obligations andagreements hereunder isrequired from any board of directors,

6/17/98-3:59 pm - 1 8- shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other Person, other than any such consent which already has been unconditionally given.

(c) This Non-Relocation Agreementconstitutes the valid and legally binding obligation of the Sports Authority, enforceable in accordancewith its terms and conditions, except as such enforcement may be limited by bankruptcy, insolvency, reorganization,moratorium or other similar laws presently or hereafter in effect, affecting the enforcementof creditors’ fights generally and by general principles of equity whether applied in a proceedingat law or in equity.

(d) To the best knowledgeof the Sports Authority, there is no action, suit, claim, proceeding or investigation pending or currently threatened against the Sports Authority that questions the validity of this Non-RelocationAgreement or the transactions contemplatedherein or that could either individually or in the aggregate have a material adverse effect on the assets, conditions, affairs, or prospects of the Sports Authority, financially or otherwise.

Section 7.2 Waiverof Immunity.Each of the Parties unconditionally and irrevocably:

(a) Agrees that the execution, delivery and performanceby it of this Non-Relocation Agreementconstitute private, proprietary and commercialacts rather than public or governmental acts;

Co) Agreesthat should any Actionsor Proceedingsbe brought by a Party against it or its assets in relation to this Non-RelocationAgreement or any transaction contemplatedhereunder, no immunity(sovereign or otherwise) fi’om such Actions or Proceedings(which shall be deemed include, without limitation, suit, attachmentprior to judgment,other attachment,the obtaining of judgment,execution or other enforcement)shall be claimedby or on behalf of itself or with respect to its assets;

(d) Consentsto the enforcementof any arbitral awardor judgmentagainst it in any such proceedingsand to the giving of any relief or the issue of any process in connectionwith any such proceedings.

6/17/98-3:59 pm - 1 9- Section 7.3 Consent of Major Lea~e Bpseball. Any amendmentto this Non-Relocation AgreementShall be subject to and madein accordance with Major League Baseball Rules and Regulations,to the extent applicable, all as the samenow exist or maybe amendedor adoptedin the future. Anysuch amendmentto this Non-RelocationAgreement that requires the consent of the Office of the Commissionerof Baseball, the Commissioner,the National League, the National LeaguePresident, the OwnershipCommittee or the MemberTeam is prohibited and shall be null and void unless all applicable consents are obtained in advance, and any such consent maybe withheld at the sole and absolute discretion of the Office of the Commissionerof Baseball, the Commissioner,the National League, the National LeaguePresident, the OwnershipCommittee or the MemberTeam, as applicable.

Section 7.4 Incorporation of Appendicesand Schedules, All Appendices attached to this Non-RelocationAgreement are incorporatedherein by this reference in their entirety and made a part hereoffor all purposes.

Section 7.5 ThirdParty Beneficiary. The provisions of this Non-RelocationAgreement shall inure to the benefit of, and be enforceableby, and only by, the Sports Authority,the City, and the County. Noother Person shall be a third party beneficiary of this Non-RelocationAgreement or have the right to enforce this Non-RelocationAgreement.

Section 7.6 Notice~. Subject to Section 7.13 below, all notices, consents, directions, approvals, instructions, requests and other communicationsgiven to a Party under this Non- RelocationAgreement shall be given in writing to such Party at the address set forth in to this Non-RelocationAgreement or at such other address as such Party shall designate by written notice to the other Party to this Non-RelocationAgreement and maybe (i) sent by registered certified U.S. mail with return receipt requested; (ii) delivered personally (including delivery private courier services) or (iii) sent by telecopy (with confirmationof such notice) to the entitled thereto. Suchnotices shall be deemedto be duly given or made(i) three (3) Business after posting if mailedas provided, (ii) whendelivered by handunless such day is not a Business Day, in whichcase such delivery shall be deemedto be madeas ofthe next succeedingBusiness Day or (iii) in the case oftelecopy(with confirmationof suchnotice), whensent, so long as it is received during normal Business Hoursof the receiving Party on a Business Day otherwise such delivery shall be deemedto be madeas of the next succeedingBusiness Day. Each Party hereto shall have the right at any time and fromtime to time to specify additional Parties ("AdditionalAddressees") to whomnotice thereunder must be given, by delivering to the other Party five (5) days notice thereof setting forth a single address for each such AdditionalAddressee; provided, however,that no Party hereto shall have the right to designate morethan two (2) such Additional Addressees.

6/17/9s-3:59~ -20- Section 7.7 ~t~c_V.?,£~i[i~.If any term or provision of this Non-RelocationAgreement, or the application thereof to any Person or circumstances, shall to any extent be invalid or unenforceablein any jurisdiction, as to such jurisdiction, the remainderof this Non-Relocation Agreement,or the application of such term or provision to the Personsor circumstancesother than those as to whichsuch t=,ii or provisionis held invalid or unenforceablein such jurisdiction, shall not be affected thereby, and each term and provision of this Non-RelocationAgreement shall be valid and enforceable to the fullest extent permitted by applicable law and any such invalidity or . unenforceabilityin any jurisdiction shall not invalidate or render unenforceablesuch provision in anyother jurisdiction.

Section 7.8 Entire Agreement: Amendmentand Waiver. This Non-Relocation Agreementconstitutes the entire agreementof the Parties thereto with respect to the subject matter hereof and supersedesall prior written and oral agreementsand understandingswith respect to such subject matter, including, but not limited to, the Existing LOIs& MOU. There are no’unwrittenor oral agreementsamong the Parties. Neither this Non-RelocationAgreementnor any of the terms hereof including, without limitation, this ~, may be terminated, amended, supplemented, waivedor modifiedorally or by conductof the Parties, but only by an instrumentin writing signed by the Party against whichthe enforcementof the termination, amendment,supplement, waiver or modificationshall be sought. Nofailure or delay of any Party, in any one or moreinstances, (i) exercising any power,right or remedyunder this Non-RelocationAgreement, or (ii) in insisting upon the strict performanceby the other Party of such other Party’s covenants,obligations or agreements underthis Non-RelocationAgreement, shall operate as a waiver, discharge or invalidation thereof, nor shall any single or partial exercise of any such right, poweror remedyor insistence uponstrict performance, or any abandonmentor discontinuance of steps to enforce such a right, power or remedyor to enforce strict performance,preclude any other or future exercise thereof or instance thereupon or the exercise of any other right, poweror remedy.The covenants, obligations, and agreementsof a defaulting Party and the rights and remediesof the other Party upona default shall continueand remainin full force and effect with respect to any subsequentbreach, act or omission.

Section 7.9 Table of Contents Headings. The table of contents, if any, and headings, if any, of the various articles, sections and other subdivisionsof this Non-RelocationAgreement are for convenienceof referenceonly andshall not modify,define or limit any of the terms or provisions hereof.

Section 7.10 Parties in Interest: Limitationon Ri_~htsof Others.The terms of this Non- Relocation Agreementshall be binding upon, and inure to the benefit of, the Parties and their permitted successors and assigns. Nothingin this Non-RelocationAgreement, whether express or implied, shall be construedto give any Person(other than the Parties and their permittedsuccessors

6/~ 7m-3:59~ -21- and assigns and the City and Countyas expressly provided herein) any legal or equitable right, remedyor claim under or in respect of such instrumentor any covenants, conditions or provisions containedtherein or anystanding or authority to enforce the termsand provisionsof such instrument.

Section 7.11 .C~tvJ~,7.1~. This Non-Relocation Agreementmay be executed by the Parties in separate counterparts, each of whichwhen so executedand delivered shall be an original, but all such counterparts shall together constitute but one and the sameNon-Relocation Agreement. All signatures need not be on the samecounterpart.

Section 7.12 ~. THIS NON-RELOCATION AGREEMENT, AND THE ACTIONSOF THE PARTIES HEREUNDERSHALL IN ALL RESPECTSBE GOVERNEDBY, AND CONSTRUEDIN ACCORDANCEWITH, THE LAWS OF THE STATE OF TEXAS (EXCLUDINGPRINCIPLES OF CONFLICTOF LAWS).

Section 7.13 Court Proceedings. Anysuit, action or proceedingagainst any Party to such instrumentarising out of or relating to this Non-RelocationAgreement, any Wansactioncontemplated thereby or any judgmententered by any court in respect of any thereof maybe broughtin any federal or state court located in the City of Houston, Texas, and each Party hereby submits to the nonexclusivejurisdiction of such courts for the purposeof any such suit, action or proceeding.To the extent that service of process by mail is permitted by applicable law, each Party irrevocably consentsto the service of processin any such suit, action or proceedingin such courts by the mailing of such processby registered or certified mail, postageprepaid, at its addressfor notice providedfor above. EachParty irrevocablyagrees not to assert any objection that it mayever have to the laying of venueof any such suit, action or proceedingin any federal or state court located in the City of Houston,Texas, and any claim that any such suit, action or proceedingbrought in any such court has been broughtin an inconvenientforum. Each Party agrees not to bring any action, suit or proceeding against the other Party arising out of or relating to this Non-RelocationAgreement or any transaction contemplatedhereby except in a federal or state court located in the City of Houston,Texas.

Section 7.14 Payment on Business Days. If any payment under this Non-Relocation Agreementis required to be madeon a day other than a BusinessDay, the date of paymentshall be extendedto the next BusinessDay.

Section 7.15 Time. Timesset forth in this Non-RelocationAgreement for the performance of obligationsshall be strictly construed,time being of the essence. In the event the date specified or computedunder this Non-RelocationAgreement for the performance, delivery, completion or observanceof a covenant,agreement’ obligation or notice by either Party hereto or for the occurrence ofanyevent providedfor herein, shall be a Saturday,Sunday or legal holiday, then the date for such

6/17/98-3:$9 pm -22- performance,delivery, completion,observance or occurrenceshall automaticallybe extendedto the next calendar day that is not a Saturday, Sundayor legal holiday.

Section 7.16 Interpretation and Reliance. No presumption will apply in favor of any Partyin the interpretation ofthis Non-Relocation Agreement orin the resolution ofany ambiguity ofany provision thereof.

Section7.17 ]~l.9_.A~tlllmg~. Neither thisNon-Relocation Agreement nor any of its rights,responsibilities, orobligations canbe transferred orassigned, whether byoperation oflaw orotherwise, without the prior written consent of the non-assigning Party except as expressly providedin thisNon-Relocation Agreement.

Section 7.18 ~. If a Party defaults in the performance of any covenants, obligations or agreementsof such Party containedherein and the other Party places the enforcement of such instrument,or any part thereof, or the exercise of any other remedytherein providedfor such default, in the handsof an attorney whofiles suit or institutes an action or proceedingupon the same (either by direct action or counterclaim),the non-prevailingParty shall pay to the prevailing Party its reasonableattorneys’ fees andcosts of court. In addition to the foregoingaward of attorneys’ fees to the prevailing Party, the prevailing Party shall be entitled to its attorneys’ fees incurred in any post-judgmentproceedings to collect or enforce the judgment.This provisionis separate and several and shall survive the merger of this Non-Relocation Agreementinto any judgment on such instrument.

Section 7.19 Housto~l McLaneCovenants. Houston McLanehereby covenants to (i) provide the Sports Authority with copies of any amendmentsor modifications to the MajorLeague Baseball Rules and Regulationsenacted subsequentto the Effective Date whichare relevant to the transactions contemplatedherein, the StadiumLease, or the License Agreementand (ii) to remain a memberin good standing with the National Leagueor MajorLeague Baseball.

Section 7.20 ~J~.r.._Y.~RR~.As a matter of public policy, the Sports Authority will endeavorto use its reasonable, goodfaith efforts (without additional cost or expense)to include appropriate non-relocation provisions with any Person on whosebehalf the Sports Authority funds a VenueProject subsequentto the Effective Date. Suchefforts shall be dependentupon all facts and circumstances involved with each VenueProject. NoncomplianceWith the preceding sentences by the Sports Authority shall not be deemedto be a default by the Sports Authority under this Non- Relocation Agreement,the Project Agreement,the License Agreement,or the StadiumLease nor entitle Houston McLaneto exercise any remedies for such noncompliance or assert such

6/17/98-3:59 prn -23- noncomplianceas a defense to any claim madeby the Sports Authority or its permitted successors or assigns.

Section 7.21 Pledge of ARRFund. Houston McLanehereby grants and conveys to the Sports Authority a security interest in and to the ARRFund and the ARRAccount to secure the payment and performance of any and all of Houston McLane’sobligations under this Non- RelocationAgreement. The Sports Authorityshall not be entitled to enforce such security interest or exercise any remediesin connectiontherewith or otherwise offset against the ARRFund or the ARRAccount unl .e, ss and until an uncuredHouston McLane Default shall exist. HoustonMcLane shall execute and deliver any security agreements,financing statements, continuation statements, collateral assignments,or other documentsas maybe reasonablyrequested by the Sports Authority for the purposeof perfecting, continuing, and confmningthe foregoing security interest in and to the ARR.Fund and the AREAccount.

Section 7.22 IndependentConsideration. The Parties hereby acknowledgeand agree that therights and obligations contained inthis Non-Relocation Agreement are independent obligations forwhich separate consideration wasreceived. Houston McLane acknowledges thatnotwithstanding thecross default provisions ofSection 4.5 hereof, the obligations ofHouston McLane pursuant to thisNon-Relocation Agreement areindependent ofits rights and obligations pursuant tothe Project Agreement,the Stadium Lease, and the License Agreement.

Section 7.23 Interest on OverdueObligations and Post-JudgmentInterest. If any sum due hereunderis not paid by the due date thereof, the Party hereto owingsuch obligation to the other Party shall pay to the other Party interest thereon at the Default Rate concurrentlywith the payment of the amount,such interest to begin to accrue as of the date such amountwas due. Anypayment of such interest at the Default Rate pursuantto this Non-RelocationAgreement shall not excuseor cure any default hereunder. All paymentsshall first be applied to the paymentof accrued but unpaid interest. Theamount of any judgmentor arbitration awardobtained by one Party against the other Party in any Action or Proceedingarising out of a default by such other Party under this Non- RelocationAgreement shall bear interest thereafter until paid at the Default Rate.

[Theremainder of this pageis intentionally blank.]

t~lvss--3:59~ -24- LN WITNESSWHEREOF, this Non-Relocation Agreementhas been executed by the Parties as of the day and year first written above.

HARRIS COUNTY-HOUSTON SPORTS AUTHORITY ~

J ~ck M. Rains, Chairman., e-~ L_--

HOUSTON McL~ COMPANY, INC., d~/a HoustonAstros Baseball Club

:Dra~cLane, President ’

THE STATE OF TEXAS § § COUNTYOF HARRIS §

BEFOREME, the undersignedauthority, on this day personally appearedJack M. Rains, knownto me to be the person whosename is subscribed to the foregoing instrument as Chairmanof the Harris County-HoustonSports Authority, and acknowledgedto methat he executed the samefor the purposesand consideration therein expressed.

GIVENunder myhand and seal of office this 17th clay of June, 1998.

.-19 A ~’% l =_. g

¯ . v 4 ....

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6/17/98-3:59 pm -2 5 - THE STATE OF TEXAS § § COUNTY OF HARRIS §

BEFOREME, the undersigned authority, on this day personally appeared DraytonMcLane, known to me to be theperson whose name is subscribedto theforegoing instrumentas Presidentof HoustonMcLane Company, Inc., and acknowledged to me thathe executedthe same for the purposes and consideration therein expressed.

GIVENunder my handand’seal of officethis 17th day of June, 1998.

~r~ ~. "/z -, .6. L~ ~ ~.i~’~oo ,~{5,I .Pill’s-o’s. ua~},,~/ 9. ~ Notary Public in and t~r The State of Texas # -~- -- : A~]’.. g ---g

"~ltlllllltt~~

6/17/98-3:59 pm -26- TO NON-RELOCATION AGREEMENT

GLOSSARY OF DEFINED TERMS AND RULES AS TO USAGE

Glossary_of Defined Terms

"Actions or Proceedings"means any lawsuit, proceeding, arbitration or other alternative dispute resolution process, GovernmentalAuthority investigation, hearing, audit, appeal, administrative proceedingor judicial proceeding.

"Additional Addressees" shall have the meaning given to it in ~’of the Non- Relocation Agreement.

"AmericanLeague" shall meanThe AmericanLeague of Professional Baseball Clubs, a not- for-profit association having its chief executive office currently located at 350 Park Avenue,New York, NewYork, and any successor thereto.

"Arbitration Procedures"means the arbitration proceduresset forth in AppendixC of the Non-Relocation Agreement.

"A.~.R.A.C,.~.ImI"shall have the meaninggiven to it as defined in the StadiumLease.

"~" shall have the meaning given to it as defined in the Stadium Lease.

"Assigrgnentand AssumptionA_m’eement" shall have the meaninggiven to it in of the Non-RelocationAgreement.

"AstrodomeComt~lex" means the domedstadium located in Houston, Texas knownas the Astrodome,and all other buildings, structures, improvementsand other real property leased, let and demisedpursuant to the AstrodomeLease.

6/17/98-3:59 pm -2 7 - "AstrodomeLease" meansthe Restated Lease and Amendmentsdated January 20, 1983 by and between Houston McLaneand the County, as amendedincluding, without limitation, as amendedby that certain Leasehold Purchase Agreementdated October 28, 1997 by and between Houston McLaneand the County.

"AstrodomeNon-Relocation Period" shall have the meaninggiven to it in S.f.fAi~zZ,,Ll of the Non-Relocation Agreement.

"AstrodomeUntenantable Condition" shall meanthe existence of any one of the following conditions:

(a) The AstrodomeComplex is not in compliance with Major League Baseball Rules and Regulationsas a result solely of actions of the Sports Authority,the City or the County;

(b) The Astros are unable to play any Baseball HomeGame in the AstrodomeComplex on the date originally scheduledas a result of an event of ForceMajeure, a Casualty, or a CondemnationAction; or

(c) The use or occupancyof the AstrodomeComplex for MajorLeague Baseball Games is prohibited under applicable GovernmentRules enacted by the Sports Authority, the City, or the Countyprovided such prohibition is not the result of Houston McLane’sfailure to performits obligations under the AstrodomeLease.

"Astros" shall meanthe Major LeagueBaseball team ownedby HoustonMcLane pursuant to the rights granted to it as a memberof the National Leaguefranchisee under the Franchise, currently namedthe HoustonAstros Baseball Club.

"Baseball HomeGames" shall meanany Major League Baseball Gamein which the Astros havethe fight to designate the location at whichthe gamewill be played or in whichthe Astros act as the host for its opponent(e.g., the Astrostake the baseballfield in the first half of eachinning and bat in the last half of each inning of such baseball game),but excludingany such pre-seasongames played outside the boundariesof the Sports Authority.

"~I,~.~..,12~" shall meana day of the year that is not a Saturday, Sunday,Legal Holiday or a day on whichcommercial banks are not required or authorized to close in Houston,Texas.

6/17/98-3:59 pm -28- "~" means 9:00 a.m. through 5:00 p.m. Houston, Texas time on Business Days.

"~" meansthe occurrence of any of the following for the period of time, if any, that the performanceof a Party’s material obligations under the Non-RelocationAgreement are actually, materially, and reasonabledelayed or preventedthereby: any fire, civil disturbance, vandalism,or criminal act providedsuch event is not the result of the intentional act, gross negligence,or willful misconductof the Party or its agents or contractors claimingthe right to delay or excuseperformance on account of such occurrence.

"Chilled Water Service A~eement"shall mean the Chilled Water Service Agreement executed June 9, 1998, by and betweenthe Sports Authority and NorthwindHouston, L.P.

"City" shall meanthe City of Houston,Texas, a Texasmunicipal corporation and HomeRule City.

"CommencementDate" means the "CommencementDate", as such term is defined in the StadiumLease.

"CondemnationAction" means the occurrenceof any of the following for the period of time, if any, that the performanceof a Party’s material obligations under the Non-RelocationAgreement are actually, materially, and reasonably delayedor preventedthereby: any temporaryor permanent taking by any GovernmentalAuthority (or other Person with powerof eminentdomain) by exercise of any right of eminent domain or by appropriation and an acquisition by any Governmental Authority(or other Person with powerof eminentdomain) through private purchasein lieu thereof.

"Controllin~Person" shall have the meaninggiven to it in AppendixA of the StadiumLease.

"County"means Harris County, Texas, a body corporate and politic under the laws of the State of Texas.

".~LY.,~.n" shall have the meaninggiven to it in the StadiumLease.

"Debtto EquityRatio" means,for any Personon any date of its determination,the ratio of (a) such Person’s consolidated total liabilities on such date determinedin accordancewith GAAP after giving effect to the Transfer to such Person to (b) such Person’s Net Worthon such date. Notwithstandingthe foregoing, for purposesof determiningthe Debtto EquityRatio of any Person, such Person’sconsolidated total liabilities shall be reducedby an amountequal to the outstanding

6/17/98-3:59 pm -29- principal balance of all unsecured loans to such Person by the individual, if any, owningall of the record and beneficial equity interests of such Person.

"]~f.al~.]~t" shall have the meaning given to it in ~ of the Stadium Lease.

"Dispute or Controversy" shall have the meaning given to it in Section 5.1 of the Non- Relocation Agreement.

"~" shall have the meaning given to it in the initial paragraph of the Non- Relocation Agreement.

"Event of Default" shall have the meaninggiven to it in Section 4.1 or Section 4.5 of the Non-Relocation Agreement.

"Existin~ LOIs & MOU"shall mean the letter agreement between the City, the County, Houston McLaneand Sports Facilities, L.P. dated September14, 1996, as modified and restated in part by that certain letter agreementdated January 7, 1997, and as further amendedby certain of the affected parties pursuant to a letter agreement dated July 15, 1997, and as assumedby the Sports Authority, and the Memorandumof Agreement dated November5, 1997, between Houston McLane and the Sports Authority.

"Facility_ Mortgage" meansa "Facility Mortgage"as such term is defined in AppendixA of the Stadium Lease.

"Final Notice" shall have the meaning given to it in ~ of the Non-Relocation Agreement.

"~II.~.¢JlaLT..f.~" shall have the meaning given to it in ~ of the Non-Relocation Agreement.

"Force M~eure"means the occurrence of any of the following for the period of lime, if any, that the performance of a Party’s material obligations under the Non-Relocation Agreement are actually, materially, and reasonably delayed or prevented thereby: acts of God, lock-outs, acts of the public enemy, confiscation or seizure by any governmentor public authority (excluding the Sports Authority), insurrections, wars or war-like action (whether actual and pending or expected), arrests or other restraints of government(civil or military) blockades, embargoes,strikes, labor unrest disputes, unavailability of labor or materials, epidemics, civil disturbance or disobedience, riot,

6/17/98-3:59 pm ¯ -30- sabotage, terrorism, threats of sabotage or terrorism, or any other suddenor unusual occurrence (other than a Casualtyor CondemnationAction) that is not within the reasonablecontrol of the Party claiming the right to delay or excuse performanceon accountof such occurrenceand which, in any event, is not a result of the intentional act, gross negligence,or willful misconductof the Party or its agents or contractors claiming the right to delay or excuse performanceon account of such occurrence. Notwithstandingthe foregoing, "Force Majeure"shall not include (i) any player umpirestrikes or lock-outs or other labor disputes related to MajorLeague Baseball or (ii) economic hardship.

"Franchise"shall meanthe fi’anchise for the Astros issued by the NationalLeague.

"GAAP"shall have the meaningassigned to it in the StadiumLease.

"GovernmentalAuthority" meansany federal, state, local or foreign governmentalentity, authority or agency, court, tribunal, regulatory commissionor other body, whetherlegislative, judicial or executive(or a combinationor permutationthereof), and any arbitrator to whoma dispute has been presented under GovernmentalRule or by agreementof the Parties with an interest in such dispute. For purposes of the use of this term, the Sports Authority shall not be considered a GovernmentalAuthority.

"GovernmentalRule" means any statute, law, treaty, rule, code, ordinance,regulation, permit, interpretation, certificate or order of any GovernmentalAuthority, or any judgment,decision, decree, injunction, writ, order or like action of any court, arbitrator or other GovernmentalAuthority.

"~9uston McLane"means Houston McLaneCompany, Inc., d/b/a Houston Astros Baseball Club, a Texascorporation, whichentity currently ownsthe Franchise.

"Houston McLaneDefault" shall have the meaning given to it in ~ of the Non- Relocation Agreement.

"HoustonMcLane Representative" shall meanthe "TenantRepresentative," as such term is defined in AppendixA of the StadiumLease.

"Houston McLaneTransferee" shall have the meaning given to it in ~ of the Non- Relocation Agreement.

"~" shall have the meaning given to it under ~ of the Stadium Lease.

6/17/98-3:59 pm -3 l- "License Am-cement"means that certain License Agreementdated as of the Effective Date (as defined therein) by and between Sports Authority and HoustonMcLane, as the same may amended,supplemented, modified, renewedor extended from time to time.

"Lien" means,with respect to any Property, any mortgage,lien, pledge, charge or security interest.

"Major Lea_mac Team" shall have the meaning given to it in ~ of the Stadium Lease.

"MajorLea maeBaseball" shall meaneollecti’vely, the National League,the AmericanLeague and each MemberTeam.

"Major Lea mae Baseball Game"shall meanany pre-season, regular season, post-season, WorldSeries or other professional baseball gameplayed under MajorLeague Baseball Rules and Regulations in whichany MemberTeam is a participant.

"MajorLeague Baseball Rules and Re_~ulations"shall meanthe constitution, bylaws, rules, regulations and practices of MajorLeague Baseball and the NationalLeague in effect at the time in question including, without limitation, that certain MajorLeague Agreement, Major League Rules, Professional Baseball Agreement,National LeagueConstitution, AmericanLeague Constitution, National Association Agreement,Official Playing Rules, and Relocation Guidelines.

"MajorLeague Baseball Season" shall commenceon the day of the Astros’ first Baseball HomeGame (including pre-season play, if any; other than those pre-season homegames played outside the boundariesof the Sports Authority)in any calendar year and shall end on the day of the Astros’ last Baseball HomeGame (including post-season play, if any) in such calendar year.

"MemberTeam" shall meanany existing or future memberteam of the National Leagueor the AmericanLeague or any other future league whichis not characterized as a minorleague.

"~t~dJ.0~tl2,gag~"shall meanThe National League of ProfessionalBaseball Clubs, a not-for- profit association havingits chief executiveoffice currently located at 350 Park Avenue,New York, NewYork (of whichthe Astros is nowa member)and any successor thereto.

"Net Worth"means, for any Person on any date of its determination, (a) such Person’s consolidatedtotal assets on such date minus(b) such Person’sconsolidated total liabilities on such date, all determinedin accordancewith GAAPafter giving effect to the Transfer to such Person.

6/17/98-3:59 pm -32- Notwithstandingthe foregoing, for purposes for determining the Net Worthof any Person (i) the consolidatedtotal assets of such Personshall be increased by the accumulatedamortization of the origL’lal cost of any MajorLeague Team owned by such Personand (ii) in the event all of the record and beneficial equity interests of such Personare ownedby an individual, such Person’sconsolidated total liabilities shall be reducedby the amountof the outstandingprincipal balanceof all unsecured loans by such individual to such Person.

"Non-RelocationAm’eernent" means the Non-RelocationAgreement dated as of the Effective Date by and between the Sports Authority and Houston McLane,as the same may be amended, supplemented,modified, renewedor extended, from time to time.

"Parties" shall have the meaninggiven to it in the initial paragraphof the Non-Relocation Agreement.

"Permitted Transfer" shall have the meaninggiven to it in ~ of the Non-Relocation Agreement.

"Person"means any individual, corporation, partnership, joint venture, association, joint stock company,trust, limited liability company,unincorporated organization, Governmental Authorityor any other formof entity.

"Potential HoustonMcLane Default" meanseither (i) any then existing uncured breach HoustonMcLane which, but for the passage of time (with or without notice thereof from Licensor, if applicable), wouldconstitute a HoustonMcLane Default under the Non-RelocationAgreement, a TenantDefault under the StadiumLease, a HoustonMcLane Default under the Project Agreement or a LicenseeDefault under the LicenseAgreement or (ii) the then existence of any of the following: the makingby HoustonMcLane of any general assignmentfor the benefit of creditors until such assignmentis rescinded; the filing by HoustonMcLane or against HoustonMcLane of a petition or proceeding to have Houston McLaneadjudged a bankrupt or of a petition or proceeding for reorganization or arrangementunder any law relating to bankruptcyuntil the sameis dismissed.

"Principal Frqiect Documents"mean the Project Agreement,the StadiumLease, the License Agreement, and the Non-Relocation Agreement, as the same may be amended, supplemented, modified, renewedor extendedfrom time to time with the consent of the Parties.

"Project A m’eement"means that certain Project Agreementdated as of the Effective Date (as defined therein) by and between Sports Authority and Houston McLane,as the same may be amended,supplemented, modified, renewedor extended from time to time.

~’7/9s-3:59~ -33= "Property_"means any interest in any kind of property or asset, whetherreal, personal or mixed,or tangible or intangible.

"Re_~ulal" Arbitration" shall have the meaning given to it in ~ of~ to the Non-Relocation Agreement.

"ScheduledBaseball HomeGame" means each of the Baseball HomeGame, s for such Major LeagueBaseball Seasonthat is scheduledto occur pursuantto the official schedule for such Major League Baseball Season promulgatedby Major LeagueBaseball.

"~" meansHarris County - HoustonSports Authority, a sportsand community venuedistrict created under Chapter 335 of theTexas Local Government Code.

"Sports Authority Default" shall have the meaning given to it in ~ of the Non- Relocation Agreement.

"Sports Authority Representative" meansthe "Landlord Representative", as such term is defined in ~ of the Stadium Lease.

"Sports Authority Transfer" shall have the meaning given to in ~ of the Non- Relocation Agreement.

"Sports Authority Transferee" shall have the meaninggiven to in Section 6.6 of the Non- Relocation Agreement.

"Stadium"means the 42,000-scat, convertible roof, natural grass baseball park currently knownas "The Ballpark at UnionStation" whichis being constructed by the Sports Authority in downtownHouston, Texas in accordance with the Project Agreement.

"~l~],ht!lZ,Lt.a~" meansthat certain StadiumLease Agreement dated as of the Effective Date (as dated therein) by and betweenthe Sports Authority, as landlord, and HoustonMcLane, as tenant as the same maybe amended,supplemented, modified, renewedor extended fzomtime to time.

"StadiumUntenantable Condition" shall meanthe existence of any one of the following conditions:

(a) A condition permitting HoustonMcLane, as tenant, the right to abate rent under of theStadium Lease;

6/I7/98-3:59 pm -34- - -- 0a) .. The Astros are unable to play any Baseball HomeGame in the Stadiumon the day originally scheduled as a result of an event of Force Majeure, a Casualty, or a CondemnationAction;

(c) Theuse or occupancyof the Stadiumfor MajorI.e.ague Baseball Gamesis prohibited under applicable GovernmentalRules enacted by the Sports Authority, the City, or the Countyprovided such prohibition is not the result of HoustonMcLane’s failure to performits obligations under the StadiumLease; or

(d) There occurs a "Seller Default" under Section 4.03(a)(I), as defined in, and provided under, the Chilled WaterService Agreement.

"Texas General Arbitration Act" shall have the meaning given to it in ~ of AppendixC to the Non-RelocationAgreement.

"Transfer" shall have the meaning given to it in ~ of the Non-Relocation Agreement.

"VenueProject" shall meanany "approved venue project," "sports and communityvenue project," or "venue project" under Chapters 334 or 335 of the Texas Local GovernmentCode.

6/17/98-3:59 pm -3 5 - Rules as to Usage

1. The terms defined abovehave the meaningsset forth abovefor all purposes, and such meaningsare equally applicable to both the singular and plural formsof the terms defined.

2. "Include", "includes" and "including" shall be deemedto be followed by "without limitation" whetheror not they are in fact followedby such wordsor wordsof like import.

3. "Writing", "written" and comparableterms refer to printing, typing, and other means of reproducingin a visible form.

4. Anyagreement, instrument or GovernmentalRule defined or referred to above means such agreement or instrument or GovemmentalRule as fi’om time to time amended,modified or supplemented,including (in the case of agreementsor instruments)by waiveror consent and (in case of GovernmentalRules) by succession of comparable successor GovernmentalRules and includes (in the case of agreementsor instruments) references to all attachments thereto and instrumentsincorporated therein.

5. Referencesto a Personare also to its permitted successorsand assigns.

6. Anyterm defined above by reference to any agreement, instrument or Governmental Rule has such meaningwhether or not such agreement,instrum~’nt or GovernmentalRule is in effect.

7. "Hereof’, "herein", "hereunder" and comparable terms refer, unless otherwise expressly indicated, to the entire agreementor instrumentin whichsuch terms are used and not to any particular article, section or other subdivisionthereof or attachmentthereto. Referencesin an instrument to "Article", "Section", "Subsection"or another subdivision or to an attachmentare, unless the context otherwise requires, to an article, section, subsection or subdivision of or an attachmentto such agreementor instrument. All references to schedules, exhibits or appendicesin any agreement or instrument that is governed by this Appendixare to schedules, exhibits or appendicesattached to such instrument or agreement.

8. Pronouns, wheneverused in any agreementor instrument that is governed by this Appendixand of whatever gender, shall include natural Persons, corporations, limited liability companies,partnerships and associations of every kind and character.

9. Referencesto any gender include, unless the context otherwise requires, references to all genders.

)

6/17/98-3:59 pm -36- I 0. The word"or" will have the inclusive meaningrepresented by the phrase "and/or."

1 I. "Shall" and "will" have equal force and effect.

12. Unlessotherwise specified, all references to a specific time of day shall be basedupon Central StandardTime or Central Daylight SavingsTime, as applicable on the date in question in Houston, Texas.

13. Referencesto "$" or to "dollars" shall meanthe lawful currency of the United States of America.

6/17/98-3:59 pm -3 7- TO NON-RELOCATION AGREEMENT

A. SPORTS AUTHORITY: HARRIS COUNTY-HOUSTONSPORTS AUTHORITY

INotices:All notices to the SportsAuthority shall be sent to:

Harris County-HoustonSports Authority 1200 Post OakBlvd., Suite 416 Houston, Texas 77055 Attn: Chairman Facsimile Number:(713) 355-2427

with copies of allnotices to the Sports Authoritybeing sent to:

City of Houston, Texas Office of City Attorney 900 Bagby,4th Floor Houston, Texas 77002 Attn: City Attorney Facsimile Number:(713) 247-1017

and

Harris County, Texas Office of CountyAttorney 1019 Congress, 15th Floor Houston, Texas 77002 Attn: County Attorney Facsimile Number:(713) 755-8924

6/17/98-3:59 pm -38- B. Houston McLane: HOUSTONMcLANE COMPANY, INC.

Notices: All notices to HoustonMcLane shall be sent to:

Houston McLaneCompany, Inc. c/o McLaneGroup, L.P. 4001 Industrial Blvd .... Temple, Texas 76503 Attn: Drayton McLane Facsimile Number:(254) 770-6101

with copies of all notices to HoustonMcLane being sent to:

Houston McLaneCompany, Inc. 8400 Kirby, Gate 5 Houston, Texas 77054 Arm: Robert S. McClaren Facsimile Number:(713) 799-9794

and

Bracewell& Patterson, L.L.P. South TowerPermzoil Place 711 Louisiana, Suite 2900 Houston, Texas 77002-2781 Arm:John L. Keffer Facsimile Number:(713) 221-1212

6/17/98-3:59 pm -39- AtEF.2SD_IX£ .... TO NON-RELOCATION AGREEMENT

,~dRBITRATION PROCEDURES

Section I. A/.hil/.ali~.

I.I. Regular Arbitration. Binding arbitration shall be conductedin accordance with the followingprocedures ("Re LTular Arbitration"):

(a) The Party seeking arbitration hereunder shall request such arbitration in writing, whichwriting shall be delivered to the opposingParty and include a clear statementof the matter(s)in dispute. Ifa legal proceedingrelating to the matter(s) in dispute has previously been filed in a court of competentjurisdiction (other than a proceedingfor injunctive or ancillary relief) then such notice of election under this paragraphshall be delivered within ninety (90) days of the date the electing Party receives service of process in such legal proceeding. Except to the extent provided in this ~, the arbitration shall be conductedin accordancewith the commercialrules of the AmericanArbitration Associationby a single arbitrator to be appointedupon the mutualagreement of the Parties within twenty(20) days of the date the written request for arbitration wasdelivered to the opposingParty. In order to facilitate any such appointment,the Party seeking arbitration shall submita brief description (no longer than two (2) pages)of the Disputeor Controversy to the opposingParty. In the event the Parties are unable to agree on a single arbitrator within the twenty(20) day period, then the arbitrator shall be appointedby the then-serving administrative judge of the civil trial division of Harris County,Texas or any successor thereto within the next ten (10) day period. TheParty seeking arbitration shall makethe Parties’ request for appointmentof an arbitrator and furnish a copy of the aforesaid description of the Dispute or Controversyto said judge. Each Party may, but shall not be required to, submitto said judge a list of up to three (3) qualified individualsas candidates for appointmentas the arbitrator whoseschedules permit their service as arbitrator within the time periods set forth herein. Thearbitrator appointedby the judge need not be fi’om such lists.

Co) within thirty (30) days of the date the arbitrator is appointed, arbitrator shall notify the Parties in writing of the date of the arbitration hearing, which hearing date shall be not less than one-hundredtwenty (120) days from the date of the arbitrator’s appointment.The arbitration hearing shall be held in Houston,Texas. Except

6/] 7/98-3:59 pm -.40- as otherwise provided herein, the proceedings shall be conductedin accordancewith the procedures of the Texas General Arbitration Act, TEx. Cry. PRAC.& REMEDIESCODE §§ 171.001 et seq. (the "Texas General Arbitration ~,ct"). Depositions maybe taken and other discovery maybe madein accordance with the Texas Rules of Civil Procedure, providedthat (i) depositionsand other discoveryshall be completedwithin ninety (90) of the appointmentof the arbitrator, (ii) there shall be no evidenceby affidavit allowed,and (iii) each Party shall disclose a list of all documentaryevidence to be used and a list of all witnesses and expmsto be called by the Party in the arbitration h~g at least twenty (20) daysprior to the arbitration hearing.The arbitrator shall issue a final ruling withinthirty (30) days after the arbitration hearing. Anydecision of the arbitrator shall state the basis of the awardand shall include both findings of fact and conclusions of law. Anyaward rendered pursuant to the foregoing, whichmay include an awardor decree of specific performance hereunder, shall be final and binding on, and nonappealableby, the Parties and judgment thereon maybe entered or enforcementthereof soughtby either Party in a court of competent jurisdiction. Theforegoing deadlines shall be tolled during the period that no arbitrator is serving until a replacement is appointed in accordance with this ~.

(c) Notwithstanding the foregoing, nothing contained herein shall deemedto give the arbitrator appointedhereunder any authority, poweror right to alter, change, amend, modify, waive, add to or delete from any of the provisions of the Non- Relocation Agreement.

Section 2. Further Oualifications of Arbitrators: Condu~l.All arbitrators shall be and remainat all times whollyimpartial and, upon written request by either Party, shall provide the Parties with a statementthat they can and shall decide any Disputeor Controversy,referred to them impartially. Noarbitrator shall be employedby either Party, the City or the County,or have any material financial dependenceupon a Party, the City or the County,nor shall any arbitrator have any material financial interest in the Disputeor Controversy.

Section 3. ApplicableLaw and Arbitration Act. The agreementto arbitrate set forth in this Appendixshall be enforceable in either federal or state court. The enforcementof such agreementand all proceduralaspects thereof, including the constructionand interpretation of this agreementto arbitrate, the scopeof the arbitrable issues, allegations of waiver,delay or defensesas to arbitrability and the rules (except as otherwiseexpressly providedherein) governingthe conduct of the arbitration, shall be governedby and construedpursuant to the TexasGeneral Arbitration Act. In deciding the substance of any such Dispute or Controversy, the arbitrator shall apply the substantive laws of the State of Texas.The arbitrator shall haveauthority, powerand right to award damagesand provide for other remediesas are available at law or in equity in accordancewith the

6/17/98 -3:59 pm -41- laws of the State of Texas,exc .ept that the arbitrator shall haveno authority to awardincidental or punitive damagesunder any circumstances(whether they be exemplarydamages, treble damages or any other penalty or punitive type of damages)regardless of whether such damagesmay be available under the laws of the State of Texas. The Parties hereby waivetheir right, if any, to recover punitive damagesin connection with any arbitrated Dispute or Controversy.

Section 4. .C.,g!lgglJ.¢~. If the Parties initiate multiple arbitration proceedings,the subject matters of whichare related by commonquestions of law or fact and whichcould result in conflicting awardsor obligations, then the Parties hereby agree that all such proceedings maybe consolidated into a single arbitral proceeding.

Section 5. Pendencyof Dispute: Interim Measures. The existence of any Dispute or Controversyeligible for referral or referred to arbitration hereunder,or the pendencyof the dispute settlementor resolution proceduresset forth herein, shall not in andof themselvesrelieve or excuse either Party from its ongoingduties and obligations under the Non-RelocationAgreement or any right, duty or obligation arising therefrom; provided, however, that during the pendencyof arbitration proceedingsand prior to a final award,upon written request by a Party, the arbitrator may issue interim measuresfor preservationor protection of the status quo.

Section 6. Comp]¢~¢Defense. The Parties agree that complianceby a Party with the provisionsof this Appendixshall be a completedefense to any suit, action or proceedinginstituted in any federal or state court, or before any administrativetribunal by the other Party with respect to any Disputeor Controversywhich is subject to arbitration as set forth herein, other than a suit or action alleging non-compliancewith a final and binding arbitration awardrendered hereunder.

MOORTOX042433\006020 HOUSTONW86223.! 2 6/i 7./98--4:00 pm -42-