BEXAR COUNTY COMMUNITY ARENA FREEMAN COLISEUM AGREEMENT by and among BEXAR COUNTY, TEXAS (by and through its Commissioners Court) The County and COLISEUM ADVISORY BOARD CAB and COMMUNITY ARENA MANAGEMENT, LTD. The Operator and SAN ANTONIO SPURS, L.L.C. The Spurs and SAN ANTONIO LIVESTOCK EXPOSITION, INC. SALE August 22, 2000 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS .......................................................3 ARTICLE II RESTRICTIONS AND COOPERATION ...................................8 Section 2.1 Binding Effect and Duration ..................................8 Section 2.2 Use Restriction ............................................8 Section 2.3 Operator's Exclusive Scheduling Rights .........................9 Section 2.4 Minimum Revenues .......................................11 Section 2.5 Freeman Seating ..........................................11 Section 2.6 Other Scheduling Fees .....................................12 Section 2.7 Complimentary Events .....................................12 Section 2.8 Advertising ..............................................12 Section 2.9 Naming Restriction ........................................12 Section 2.10 Exterior Advertising Restriction ..............................12 Section 2.11 Concession Revenues ......................................13 Section 2.12 Parking Rights ...........................................13 Section 2.13 Arena Project Staffing Expense ..............................14 ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS ..................14 Section 3.1 County's and CAB's Representations, Warranties and Covenants .....14 Section 3.2 Operator's Representations, Warranties and Covenants .............15 Section 3.3 Spurs' Representations, Warranties and Covenants ................16 Section 3.4 SALE's Representations, Warranties and Covenants ...............17 Section 3.5 Mutual Covenants .........................................17 ARTICLE IV DEFAULTS AND REMEDIES ..........................................19 Section 4.1 Events of Default .........................................19 Section 4.2 Enforcement by Specific Performance, Mandamus or Injunctive Relief ..................................................20 Section 4.3 Institution of Litigation .....................................20 Section 4.4 Rights and Remedies are Cumulative ..........................21 Section 4.5 Acceptance of Legal Process ................................21 Freeman Coliseum Agreement i TABLE OF CONTENTS (Continued) Page ARTICLE V GENERAL PROVISIONS .............................................21 Section 5.1 Reliance on Freeman Coliseum Agreement .....................21 Section 5.2 Assignment ..............................................21 Section 5.3 Notice ..................................................22 Section 5.4 Attorneys' Fees ...........................................24 Section 5.5 Time of Essence ..........................................24 Section 5.6 Relationship of Parties .....................................24 Section 5.7 Severability .............................................24 Section 5.8 Interpretations ...........................................25 Section 5.9 Binding Effect ...........................................25 Section 5.10 Captions ................................................25 Section 5.11 Entire Agreement .........................................25 Section 5.12 Amendment; Waiver .......................................25 Section 5.13 Applicable Law ..........................................25 Section 5.14 Consent ................................................25 Section 5.15 Counterparts .............................................26 Section 5.16 Conflict ................................................26 Section 5.17 Conflict Between or Among Spurs and SALE License Agreements and Freeman Coliseum Agreement ............................26 Section 5.18 Memorandum ............................................26 Section 5.19 Construction .............................................26 Section 5.20 Prior Agreements Superseded ................................26 ARTICLE VI DISPUTE RESOLUTION ..............................................27 Section 6.1 Mediation ...............................................27 Section 6.2 Arbitration ..............................................27 EXHIBITS Exhibit A Arena Project Exhibit B Combined Site Exhibit C Arena Project Parking Areas Exhibit D Coliseum Parking Areas Freeman Coliseum Agreement ii FREEMAN COLISEUM AGREEMENT This FREEMAN COLISEUM AGREEMENT (this "Freeman Coliseum Agreement") is dated as of August 22, 2000, and entered into by and among BEXAR COUNTY, TEXAS, a public body corporate and politic and a political subdivision of the State of Texas (the "County," or a "Party," which terms shall include its agencies, departments and authorities, acting by and through its Commissioners Court, and the respective successors and assigns of the foregoing), the COLISEUM ADVISORY BOARD of Bexar County, Texas ("CAB," or a "Party," which terms shall include its permitted successors and assigns), the SAN ANTONIO SPURS, L.L.C., a Texas limited liability company (the "Spurs," or a "Party," which terms shall include its permitted successors and assigns) which owns the NBA franchise for the professional basketball team (the "Team," which term shall include permitted successors and assigns) known as the San Antonio Spurs, the SAN ANTONIO LIVESTOCK EXPOSITION, INC. ("SALE," or a "Party," which terms shall include its permitted successors and assigns), and COMMUNITY ARENA MANAGEMENT, LTD., a Texas limited partnership (the "Operator," or a "Party," which terms shall include its permitted successors and assigns). R E C I T A L S : A. On October 12, 1999, the County, CAB, SALE, and the Spurs, entered into a Memorandum of Agreement (including Exhibit A thereto, the "MOA") setting forth the outline of terms and conditions under which the County, SALE and the Spurs would move forward to expeditiously develop a state-of-the-art, multi-purpose sports, civic, and entertainment facility (the "Arena") suitable for professional basketball and rodeo and livestock exhibition events, as well as for hosting other sporting events, family shows, concerts, and similar flat floor events, including events similar to those now held in the Joe and Harry Freeman Coliseum (the "Freeman Coliseum") or similar events typically held in other existing arenas, and a practice court and facilities and related improvements for the Spurs, including on-site surface parking for not less than 7,000 dedicated vehicle spaces, and related on-site infrastructure as described on Exhibit A attached hereto (together with all related machinery, equipment, fixtures, additions and appurtenances, the "Arena Project"). B. The Arena Project will be constructed on the site of the Freeman Coliseum, consisting of a portion of the approximately one hundred seventy-five (175) acres currently owned by the County (the "Combined Site") at the intersection of Houston Street and Coliseum Road in San Antonio, Texas, as more particularly described on Exhibit B attached hereto; provided, however, that the Freeman Coliseum and certain related improvements and parking areas are not included in the Arena Project. C. The Arena Project shall be designed and constructed to support the primary occupancy of the Team for professional basketball and related uses and of SALE for rodeo and Freeman Coliseum Agreement livestock exposition events, and shall also host other sporting events, family shows, concerts and exhibitions. D. The County and the Operator have entered into an Operating Agreement dated of even date herewith (the "Operating Agreement," which term shall include any amendments, modifications and restatements thereof) pursuant to which the Operator, subject to the Spurs License Agreement and the SALE License Agreement, shall be the exclusive operator and manager of the Arena Project, and, pursuant thereto, the Operator assumes the responsibility to successfully operate the Arena Project for the County and is empowered to enter into this Freeman Coliseum Agreement to encourage cooperation between the Arena Project and the Freeman Coliseum and to restrict the use of the Freeman Coliseum in order to maximize the revenue generating opportunities available to the Arena Project for the good of the Operator, the County and its residents. E. The County owns the Freeman Coliseum and the Combined Site and CAB oversees the operation and management of the Freeman Coliseum and the Combined Site and is empowered by its Board and the County to enter into this Freeman Coliseum Agreement. F. The County, CAB, Operator, Spurs and SALE desire and intend to work together to redevelop the Freeman Coliseum pursuant to a mutually acceptable plan (the "Coliseum Redevelopment Plan"), to be prepared, mutually agreed upon, and effectuated at a later date, so that the Freeman Coliseum becomes a facility which compliments and does not compete with the Arena Project. Although the Parties intend to work diligently to prepare, agree upon and effectuate the Coliseum Redevelopment Plan as soon as reasonably possible, until such time, the successful promotion and operation of the Arena Project requires (i) that the County and CAB agree to restrict the use of the Freeman Coliseum as set forth in this Freeman Coliseum Agreement, and (ii) coordination of resources among the County, CAB, Operator, Spurs and SALE, including coordination of on-site parking and other related on-site infrastructure. G.