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Non-Relocation Agreement

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Non-Relocation Agreement 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: D 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
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