STADIUM TRI-PARTY

by and among

AGREEMENT

HARRIS COUNTY SPORTS & CONVENTION CORPORATION and HOUSTONNFL HOLDINGS, L.P. and HOUSTON LIVESTOCK SHOW AND RODEO, INC.

The Harris County Stadium Houston, Texas

TABLE OF CONTENTS Page ARTICLE1 DEFINITIONS.................................................... Section 1.1 Definitions and Usage ........................................ Section 1.2 Rules as to Usage ........................................... ARTICLE 2 MANAGEMENT ADVISORY COMMITTEE; QUALIFIED MANAGER ... Section 2.1 Formation ................................................. Purpose ................................................... Section 2.2 Meetings and Procedures ..................................... Section 2.3 Authority ................................................. Section 2.4 Qualified Manager .......................................... Section 2.5 ARTICLE3 SCHEDULING .................................................. Scheduling Priorities for Tenant Events ......................... Section 3.1 Conflicted Events ........................................... Section 3.2 Postponements; Scheduling Priorities for Landlord Events .......... Section 3.3 Section 3.4 Additional Team Events ..................................... Non-Competitive Concerts ................................... Section 3.5 Section 3.6 Business Center ............................................ Section 3.7 Astrodome ................................................ Section 3.8 Joint Club/Rodeo Store ...................................... ARTICLE4 PARK/NG/ACCESS .............................................. Parking/Access on Event Days ................................ Section 4.1 Parking in General .......................................... Section 4.2 Section 4.3 Rodeo and Landlord Parking On GameDays ..................... Use of the Walkway......................................... Section 4.4 ARTICLE 5 CONCESSIONS; AMBUSH MARKETING ........................... Concession Rights .......................................... Section 5.1 Branding Rights ..... ~ ...................................... Section 5.2 Pourage Rights ............................................. Section 5.3 Service Rights ............................................. Section 5.4 Concession Revenues ........................................ Section 5.5 Special Rodeo Rights ........................................ Section 5.6 Section 5.7 Up-front Concession Payments ................................ AmbushMarketing; Party AmbushMarketing .................... Section 5.8 Astrodomain Rights ......................................... Section 5.9 Section 5.10 Tenants Affiliates .......................................... i i 17 18 18 18 19 19 19 20 20 20 20 21 21 21 22 22 23 23 23 23 24 24 24 25 26 26 27 27 28 28 28 29

TABLE OF CONTENTS (Continued) Page ARTICLE 6 NAMING RIGHTS, ADVERTISINGAND SIGNAGE................... Signage ................................................... Section 6.1 NamingRights Revenues/Allocations ........................... Section 6.2 Fixed Rotational Signage/Allocations ........................... Section 6.3 Section 6.4 Fixed Permanent Signage/Allocations ........................... Section 6.5 Stadium Users Signage ...................................... Section 6.6 Signage Elements ........................................... Section 6.7 Fulfillment Costs ........................................... Section 6.8 Signage Rate Card .......................................... Section 6.9 Exclusivity Rights .......................................... Section 6.10 Allocations; Caps ........................................... ARTICLE 7 FUTUREDEVELOPMENT ........................................ Section 7.1 Non-Programmed Space ..................................... Section 7.2 Astrodomain Complex ....................................... Section 7.3 Requests for Proposals ....................................... .Section 7.4 Highly Restricted Area ....................................... Section 7.5 Video Production Facilities ................................... Section 7.6 Tour Theater ............................................... ARTICLE8 SUITE Section 8.1 Section 8.2 Section 8.3 Section 8.4 Section 8.5 Section 8.6 Section 8.7 Section 8.8 Section 8.9 ANDCLUBLEVELUSAGE................................. Tenant Events .............................................. Landlord Events ............................................ Dark Suites ................................................ Major Conventions .......................................... Major League Soccer ........................................ Suite Revenues ............................................. Non-Event Suite and Stadium Club Access ....................... Halo Suites and Sky Box Suites ................................ Landlords Suite ............................................ 29 29 31 32 33 33 35 35 35 35 36 37 37 38 39 39 39 39 39 39 39 40 40 40 41 41 42 42 42 42 45 47 47 48 48

ARTICLE 9 CHANGES, ALTERATIONS AND ADDITIONAL IMPROVEMENTS ..... Section 9.1 Tenants ................................................... Landlord .................................................. Section 9.2 Work Performed - General Requirements ....................... Section 9.3 Section 9.4 Work Permits .............................................. Increase in Guaranteed Payment ............................... Section 9.5 Statues ................................................... Section 9.6

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TABLE OF CONTENTS (Continued) Page ARTICLE 10 USE OF CAPITAL REPAIR RESERVEFUND.......... ~ ............. Section 10.1 Appointment of Capital Repair Committee ....................... Section 10.2 Release of Funds ........................................... Section 10.3 Committee Approval Not Required ............................. Section 10.4 Other Uses of Capital Repair Reserve Fund ...................... Section 10.5 Maintenance ............................................... ARTICLE11 PROCEEDS INSURANCE OF ...................................... ARTICLE 12 REVIEW, ASSIGNMENT AND AMENDMENT STADIUM OF CONTRACTS ................................................... Section 12.1 Enforcement of Contracts .................................... Section 12.2 Warranty Prosecution ........................................ Section 12.3 Approval of Utility Providers ................................. ARTICLE13 APPROPRIATIONS .............................................. Section 13.1 Current Expenses ........................................... Section 13.2 Notice of Request for Appropriation ............................ Section 13.3 Results of Non-Appropriation ................................. ARTICLE14 EVENTOF DEFAULT ............................................ Section 14.1 Events of Default ........................................... Section 14.2 Landlords Remedies with respect to Tenants ..................... Section 14.3 Tenants Remedieswith respect to Landlord ...................... Section 14.4 Tenants Remedieswith respect to other Tenant ................... Section 14.5 Cumulative Remedies ....................................... Section 14.6 Indirect Damages........................................... Section 14.7 Declaratory or Injunctive Relief ................................ Section 14.8 Interest on OverdueObligations and Post-JudgmentInterest ......... Section 14.9 No Waivers ............................................... Section 14.10 Effect of Termination ........................................ Section 14.11 Waiver of Consumer Rights ................................... Section 14.12 Court Proceedings .......................................... Section 14.13 Attorneys Fees ............................................. Section 14.14 Cross-Defaults ............................................. ARTICLE 15 DISPUTE/DEADLOCK RESOLUTIONPROCEDURES ................. Section 15.1 Settlement by Mutual Agreement .............................. Section 15.2 Arbitration ................................................ Section 15.3 Emergency Relief ........................................... 48 48 49 49 50 50 50

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TABLE OF CONTENTS (Continued) Page ARTICLE 16 CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION ................................................. Section 16.1 Acknowledgment Confidential Nature of Agreements ............ of Section 16.2 Audit .................................................... Section 16.3 Opinion Request ............................................ ARTICLE17 ASSIGNMENT .................................................. Section 17.1 Assignments of the Teamand Rodeos Interest .................... Section 17.2 Release of the Teamand Rodeo ................................ Section 17.3 Transfers by Landlord ........................................ Section 17.4 Release of Landlord ......................................... ARTICLE18 MISCELLANEOUS .............................................. Section 18.1 Interdependence of Documents ................................ Section 18.2 Tenant Coordination Clause .................................. Section 18.3 Coordination on Amendments................................. Section 18.4 Alcoholic Beverage Permits ................................... Section 18.5 Signage Permits ............................................ Section 18.6 Olympic Games ............................................ Section 18.7 Opening Night Co-Promotion ................................. Section 18.8 Designated Index ........................................... Section 18.9 Relationship of the Parties .................................... Section 18.10 Representations Regarding Individual Capacity ................... Section 18.11 Waiver of Immunity ......................................... Section 18.12 Notices ................................................... Section 18.13 Severability ............................................... and Waiver ...................... Section 18.14 Entire Agreement, Amendment Section 18:15 Incorporation of Appendices and Exhibits ........................ Section 18.16 Table of Contents; Headings .................................. Section 18.17 Parties in Interest; Limitation on Rights of Others ................. Section 18.18 Method and Timing of Payment ............................... Section 18.19 Counterparts ............................................... Section 18.20 Governing Law ............................................ Section 18.21 Interpretation and Reliance ................................... Section 18.22 Right of First Refusal ........................................ Section 18.23 Permitted Encumbrances .....................................

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TABLE OF CONTENTS (Continued) Page EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Exhibit L Exhibit M Exhibit N Exhibit O Exhibit P Arbitration Procedures Business Center Club Club Level Existing RodeoLease Halo Suites Highly Restricted Area Landlords Parking Spaces Non-Programmed Space Sky Box Suites Walkway AstrodomainJoint Marketing Termsand Conditions Suite UsageRules Landlords Suite Teams Parking Spaces MBIA Confidentiality Letter

STADIUM TRI-PARTY

AGREEMENT

THIS STADIUM TRI-PARTY AGREEMENT "Agreement") is made and entered into (this effective as o fthel 7th day of May,2001 (the "Effective Date"), by and among HARRIS COUNTY SPORTS& CONVENTION CORPORATION ("Landlord"), a local government corporation organized under the laws of the State of Texas, HOUSTON HOLDINGS, ("Team" or NFL L.P. a "Tenant"), a Delaware limited partnership and HOUSTON LIVESTOCK SHOW RODEO, AND INC. ("Rodeo" or a "Tenant"), a not-for-profit Texas corporation. Team, Rodeoand Landlord collectively are sometimes referred to herein as the "Parties," and each of Team,Rodeo Landlord and individually is sometimes referred to herein as a "Party." RECITALS A. The Teamand Landlord have of even date herewith entered into the TeamLease and the Rodeoand Landlord have of even date herewith entered into the RodeoLease, wherebyeach Tenant has respectively acquired certain leasehold interests in the AstrodomainComplex from Landlord pursuant to the Lease Agreements. B. In connection with the Lease Agreements, Parties desire to set forth certain of the their respective additional agreementsrelating to the Astrodomain Complex, subject to and in on, accordancewith the terms hereof and thereof. AGREEMENTS For and in considerationof the respective covenantsand agreements the Parties herein set of forth, and other goodand valuable consideration, the receipt and sufficiency of whichare hereby acknowledged the Parties, Landlord, Teamand Rodeodo hereby agree as follows: by ARTICLE 1 DEFINITIONS Section 1.1 Definitions and Usage. Unless the context otherwise requires, capitalized terms used in this Agreement have the meaningsset forth belowor otherwise assigned to them in this Agreement if any such term has not had a meaningassigned to it in this Agreement, or, such term shall have the meaning assigned to it in the Lease Agreements. Rules of Usageare set forth in Section 1.2 below. "Acceptable Bank" means The Chase Manhattan Bank or any Other domestic bank or financial institution mutually agreed to by the Landlord, Team Rodeo. and "Actions or Proceedings" has the meaningset forth in the Lease Agreements. "Additional LandlordWork" the meaningset forth in Section 9.2. has

"Additional Landlord WorkDesign Plans" meansthe final schematic design plans for Additional Landlord Workshowingall material elements of such Additional Landlord Work. "Additional Parking Land" has the meaningset forth in the Lease Agreements. "Additional TeamEvent Days". has the meaninggiven to "Tenant Event Days" under the TeamLease. "Additional TeamEvents" has the meaninggiven to "Tenant Events" under the Team Lease. "Additional Tenant Work" the meaningset forth in Section 9.1. has "Additional Tenant WorkDesign Plans" means the final schematic design plans for Additional Tenant Work a Tenantshowingall material elements of such Additional Tenant Work. of "Advertising" means,collectively, all advertising, sponsorship and promotionalactivity, Signage, messagesand displays of every kind and nature, whethernowexisting or developedin the future, including, without limitation, permanent, non-permanentand transitory Signage or advertising displayed on permanent non-permanent or advertising panels or on structures, portions of the Stadium,fixtures or equipment (such as Scoreboard advertising and canopyadvertising); audio or video public address advertising and message board advertising; programs;electronic insertion and other formsof virtual signage; advertising on or in schedules, admissiontickets and yearbooks; all other print and display advertising; promotionalevents sponsoredby advertisers; advertising display items wornor carried by concessionaires or personnel (such as ushers and ticketakers) engagedin the operation of any Event; and logos, slogans or other formsof advertising affixed to or included with such items including but not limited to: cups, hats, T-shirts; advertising of Concessions (including menuboards and point of purchase concession advertising within the Stadiumor within the ConcessionRights Area); advertising through BroadcastRights, advertising through Telecommunications Rights; advertising through DomainNameRights; and other concession, promotional or premiumitems, excluding Naming Rights, Branding Rights, Service Rights and Pourage Rights. "Affiliate" shall have the meaning forth in the Lease Agreements. set "Ambush Marketing"meansany marketingand/or promotional activities or the sale of any consumableor non-consumable concessions by Persons whoare either unaffiliated with or not licensed or sanctioned by any Party hereto (an "Independent Party") and which seeks to misappropriateor capitalize on the goodwilland commercial opportunities generated, from time to time, by any Party with respect to either (x) any Event at the Stadiumor on the Complex Grounds Booked such Party (including any part of the Spring Rodeoand the Rodeo by Festival held elsewhere in the Astrodomain Complex pursuant to the Existing RodeoLease) or (y) any consumable nonor consumable concessions generated from such Event (including any part of the Spring Rodeoand the Rodeo Festival) whetheror not any such Independent Party marketsor sells third party licensed event

or sports trademarks,logos or other intellectual propertyrights or uses substitute or altemateimages and symbolsin an attempt to sell, marketor promote items similar to any Concessions (z) any any or Advertisingor Signageof or fromsuch Event or any other advertising or signage that is permitted by the Rodeoduring the Spring Rodeo or RodeoFestival pursuant to the Principal Project Documents. "AmenitiesPackage"means collectively, any amenities (that do not constitute Naming Rights or Signage) that a Tenant or Landlord mayprovide to the Naming Rights holders or beneficiary, Sponsors and/or licensees of Suites and/orholders of tickets that are separate and additional to such Persons right to view a Tenant Event, Tenant Non-Event Landlord Event including by wayof or example,but not limitation, media, program advertising, hospitality and other benefits that allow such Personto be associated with the Team,the Rodeo the Landlord,as the case maybe, or have or sometype of official status with the Team,the Rodeoor the Landlord and which the Team,the Rodeo and/or the Landlord(as the case maybe) havethe right to provide under the Principal Project Documents whichare otherwise not prohibited hereunder and thereunder. or "Appropriation"means,with respect to any payment obligation or other monetary obligation of the Countythat mayfromtime to time exist or arise under any of the Principal Project Documents during a fiscal year, the approvaland setting aside by the County an adequateamount funds to of of satisfy the payment obligation or other monetaryobligation of the Landlordor the County. "Approved Amount" the meaningset forth in Section 10.3 hereof. has "Arbitration Procedures"shall have the meaning forth on Exhibit Aattached hereto. set "AstrodomainComplex" the meaningset forth in the TeamLease. has "Astrodomain Joint Marketing Terms and Conditions" has the meaning set forth in Section 5.9. "Benefits Revenues"meansany revenues derived from the sale of Amenities Packages. "Black-out Period" meansthe period from December through the following April 15. 15 "BondInsurance Period" has the meaningset forth in the Lease Agreements. "BondInsurer" has the meaningset forth in the Lease Agreements. "Book," "Booked" other forms of that term, have the meaningset forth in the Lease and Agreements. "Branding Rights" means exclusive right to designatethose productsand retail rights that the maybe sold, displayed or delivered on an exclusive or non-exclusivebasis to, at or in the area in question and excludes Pourage Rights and Service Rights.

"BroadcastRights" has the meaningset forth in the License Agreements. "Business Center" meansconference roomsand meeting roomsin the Stadiumas shownin the Plans depicted on Exhibit "B" attached hereto. "Capital Repair" or "Capital Repairs" has the meaningset forth in the Lease Agreements. "Capital Repair Committee" the meaningset forth in Section 10.1 hereof. has "Capital Repair Expenses"has the meaningset forth in the Lease Agreements. "Capital Repair ReserveAccount"has the meaningset forth in the Lease Agreements. "Capital Repair ReserveFund" has the meaningset forth in the Lease Agreements. "Casualty Repair Work"has the meaningset forth in the Lease Agreements. "City" meansthe City of Houston, Texas, a municipal corporation and Home Rule City. "Club" meansthe private club facilities attached hereto. on the Club Levels as depicted on Exhibit "C"

"ClubLevel"means level(s) of the Stadium the containinglounges, restaurants, entertainment areas and Club Seats as depicted on Exhibit "D" attached hereto, as the samemaybe modified by mutual agreementof the Parties. "Club Seats" means those seats located in the Club Level(s) of the Stadium. "Comparable Facilities" has the meaningset forth in the Lease Agreements. "Comparable Users" shall mean refer to (i) professional football teamsfranchised by the and NFL;and (ii) other customary users of Comparable Facilities such as promotersof concerts, family shows,conventions and other public events customarily held in Comparable Facilities. "Complex Grounds"has the meaningset forth in the TeamLease. "Complex Manager"meansSMG, Pennsylvania general partnership or any successor but a only to the extent that such successor (i) is approved the Landlord the day-to-daymanagement by for and operations of the Astrodomain Complex the Additional Parking Landand (ii) satisfies the and Management Standards. "ConcessionAgreement" meansthe agreement(s) entered into with the Concessionaire(s) provide the ConcessionOperations as contemplatedby Section 5.1 hereof.

"ConcessionFacilities" meansany concessionstands, vendors commissaries,carts, kiosks, condimentstands, novelty stands, portable specialty carts, food courts, and other permanentor temporary structures for Concessions at whichConcession or shall be prepared, stored, served and/or offered or distributed for sale. "ConcessionOperations" meansthe exercise and operation of all ConcessionRights within the ConcessionRights Area. "Concession Revenues" means all revenues generated or derived from the sale of Concessionsin the ConcessionRights Area, but not (i) any revenuesgenerated or derived from the sale of consumableor non-consumable concessions by or on behalf of the Rodeopursuant to the RodeoLease or the Existing RodeoLease or (ii) any revenues generated or derived from the Joint Club/Rodeo Store, the Team Facilities or the Practice Facilities. "Concession Rights" means,collectively, the right to license, sell, display, distribute, and store all Concessionswithin the ConcessionRights Area, but excluding the right during Rodeo TenantEventsor Rodeo Tenant Non-Events license, sell, display, and store those consumable to and non-consumable concessionsthat the Rodeo the right to license, sell, display, distribute or store has for or during any RodeoTenant Events or RodeoTenant Non-Eventswithin the ConcessionRights Area pursuant to the terms of the RodeoLease or the Existing Rodeo Lease. Subject to the provisions of Section 5.1 and the rights of the Rodeowith respect to the sameduring Rodeo Tenant Events and RodeoTenant Non-Eventspursuant to the RodeoLease and Existing RodeoLease, the Concession Rights shall include the right to assemble,stage, display, operate, locate and/or store Concession Facilities. "ConcessionRights Area" means,all areas within the Stadium, Highly Restricted Area and Complex Grounds(but specifically excluding the Astrodome,the Exhibition Hall, the Astroarena, the Joint Club/Rodeo Store, the Team Facilities, the Practice Facilities, the Rodeo Facilities, and any other future buildings permitted under Section 7.2 hereof and the improvements permitted pursuant to Section 7.1 hereof) in which the Team, Rodeo and Landlord and their jointly licensed Concessionaire(s)under Section 5.1 shall be permitted to assemble,stage, display, operate, locate and/or store Concession Facilities pursuant to Section 5.1. Withrespect to any of the foregoingareas in which the Rodeohas any Pourage Rights pursuant to the RodeoLease or the Existing Rodeo Leaseor the right to license, sell, distribute, or store any consumable non-consumable or concessions for or during RodeoTenant Events or RodeoTenant Non-Events pursuant to the terms of the Rodeo Lease or the Existing RodeoLease, the ConcessionRights Area under this Agreement shall exclude such areas tO the extent of such rights of the Rodeounder the RodeoLease or the Existing Rodeo Lease. TheConcessionRights Area within the Parking Facilities outside of the Highly Restricted Area located on the Complex Grounds during times whenthere occurs both TeamTenant Events (other than Football Home Games which no Landlord approval shall be required) and Landlord for Events(to the extent permitted by the Team Lease) shall be subject to the mutual approval of the Teamand the Landlord. "Concessionaire(s)" meansany Person(s) operating the ConcessionOperations.

"Concessions" means, collectively, any and all Consumable Concessions and Non-Consumable Concessions but shall exclude Pourage Rights and Branding Rights. "ConcessionsSignage" meansSignage that identifies Concessions. "Conflicted Event"has the meaning forth in Section 3.2. set "Consumable Concessions"means,in the ConcessionRights Area, collectively, the sale and service of food and beverages, the sale and service of alcoholic beverages(subject to procurement of all necessarylicenses and permits required by any Governmental Authority), catering and banquet sales and services (including, but not limited to, catering service with respect to any Suites), all the foregoingrelated to the Eventsheld at the Stadium. "County"has the meaningset forth in the Lease Agreements. "DesignCriteria" has the meaning forth in the Project Agreement. set "Dispute or Controversy"has the meaningset forth in Section 15.1. "Domain Name Rights" has the meaningset forth in the License Agreements. "Effective Date" is defined in the first paragraphof this Agreement. "EnforceableContracts" has the meaning forth in Section 12.1. set "Event" meanseither a Tenant Event or a LandlordEvent. "Eventof Default" is defined in Section 14.1 hereof. "Exclusivity Right(s)" meansany exclusive right, of whateverkind or nature that any Party has a right to grant under the terms of the Principal Project Documents is included in (i) any that Pourage Rights, Branding Rights, Service Rights, Naming Rights, Signage, Concession Rights and/or Fixed Permanent Signagerights, (ii) any Fixed Rotational Signagerights sold by a Tenantfor the duration of such TenantsSix-Month Period, (iii) the rights granted to the Rodeo under the Rodeo Lease or the Existing Rodeo Lease, and (iv) the rights granted to the Team under the Team Lease. Exclusivity Rights are subject to change, from time to time, during the Term. "Exhibition Hall" has the meaningset forth in the Lease Agreements. "Existing Letter Agreement" the meaningset forth in the Lease Agreements. has "Existing RodeoLease" meansthe Rodeosexisting lease of the Astrodomain Complex,as more fully described on Exhibit "E" hereto, as amendedby the RodeoLease Amendment, the as samemaybe further amended,supplemented,modified, renewedor extended, from time to time,

provided howeverno further such amendment, supplement, modification, renewal or extension shall be effective against the Team the terms thereof conflict with the terms of the other Principal if Project Documents. "Fast TrackArbitration" has the meaning forth in Exhibit "A" hereof. set "Fixed PermanentSignage" means(i) all Signage, other than Fixed Rotational Signageand Temporary Signage,that is located within the Stadium is on the Stadium or building itself and which in either case is permanently affixed to the Stadium building, (ii) the Signage the Marquee(s), on (iii) Advertising,if any, located on a webpageestablished for the benefit of the Stadium not (but Countys, the Landlords, Teamsor Rodeosownwebpages). With respect to the Fixed Permanent Signagelocated within the Stadium,the placementof such Signageshall be limited to the following areas: (i) Stadiumseating bowl, but only to the extent that the Signageis not normallyvisible television camerasbroadcasting the Event (e.g., cupholders, etc.), unless exceptions are mutually agreed upon betweenthe Teamand Rodeoand (ii) other areas within the Stadium, other than the Stadiumseating bowl, such as concourses, marquees,levels (gate, area, room, activity or similar entity), Naming Rights Signage and Concessions Signage. The Fixed Permanent Signage in the Stadiumseating bowlwill not rotate or changeduring an Event. "Fixed Rotational Signage" meansthe Signagein the Stadiumseating bowlon the facades betweenthe levels of the Stadiumand on the Scoreboardarea whichis permanentlyaffixed to the Stadium,but whichhas ad copy that can rotate during an Event. "Football Home Games" the meaningset forth in the TeamLease. has "Fulfillment Costs" means reasonable out-of-pocketcosts incurred for (i) the production all and fabrication (to the extent not in the Project Budget)of Signage Advertising,(ii) maintaining and the Advertisingcopyinstalled in the Signage,and (iii) sales, including third party agencycosts and commissions and commissions (of no more than fi~een percent (15%)) payable to in-house marketingstaff of either the Team,the Rodeoor the Landlordin connectionwith satisfying all obligations to any NamingRights holders or Sponsors in respect thereof. In no event shall Fulfillment Costs include the costs of providing any AmenitiesPackageassociated therewith. "FundingAgreement" the meaningset forth in the Lease Agreements. has "Game Day"has the meaningset forth in the TeamLease. "GeneralSeating" means of the seats at the Stadiumthat are not Premium all Seating. "HaloSuites" means those Suites, if constructed, as depicted on Exhibit "F" attached hereto. "Highly Restricted Area" meansthat portion of the Astrodomain Complex depicted on as Exhibit "G" attached hereto whicharea constitutes a limited area surroundingthe Stadium.

"Incidental Events" has the meaning forth in the Lease Agreements. set "Insurance Account"has the meaningset forth in the Lease Agreements. "Insurance Fund"has the meaning forth in Article 11. set "Insurance Proceeds" has the meaningset forth in the Lease Agreements. "Interest Rate" has the meaning forth in the LeaseAgreements. set "Interlocal Agreement" the meaningset forth in the FundingAgreement. has "Joint Club/Rodeo Store" has the meaningset forth in the Team Lease. "Joint Suites" has the meaning forth in Section 8.1. set "LandlordDefault" has the meaningset forth in the Lease Agreements. "LandlordEvent" meansany event held at the Astrodomain Complex, except Tenant Events, and Tenant Non-Events, including, without limitation, Special Events, concerts, motorsports, but Recurring Events, amateursports, WorldClass/National events that are not Special, Events, and subject to the provisions of this Agreement the other Principal Project Documents, and professional sports and sports entertainmentevents. "LandlordEvent Day"meansthe entirety of a day on whicha LandlordEvent is held at the Astrodomain Complex. "LandlordFailure" has the meaningset forth in the Lease Agreements. "LandlordTransfer" has the meaningset forth in Section 17.3. "Landlords Land" has the meaninggiven to it in the Lease Agreements. "LandlordsParking Spaces"meansthose parking spaces as depicted on Exhibit "H" attached hereto. "LandlordsSuite" has the meaning forth in Section 8.9. set "Lease Agreement(s)" individually refers to either the Team Lease or the RodeoLeaseand, as the context mayrequire, collectively refers to both the Team Lease and the RodeoLease. "Legal Holiday" has the meaningset forth in the Lease Agreements.

"License Agreements"means, collectively the NFL Club License Agreementand the Rodeo License Agreement. "Maintenance" the meaningset forth in the Lease Agreements. has "Maior Convention" meansa national convention or meeting presented by a particular industry, which(i) uses the Stadium at least seventy-five percent (75%)of the aggregateleasable and exhibition space within the Exhibition Hall, (ii) is not open to the general public, and (iii) projected to have attendance in excess of 25,000 people. Examples a MajorConventioninclude of the Off-Shore TechnologyConference, the National HomebuildersConvention, COMDEX the and Republican or DemocraticNational Convention. "Management Committee" the meaningset forth in Section 2.1 hereof. has "Management Standards" shall meanand refer to the satisfaction of all of the following requirementswith respect to any Person: (i) that such Personshall have nationally recognizedexpertise in the management and operation of public multi-purpose sports and entertainmentand public assembly facilities with other Comparable Facilities; (ii) that such Personshall havesufficient experiencedon-site personnel necessary to manageand operate the Astrodomain Complex the Additional Parking Landincluding and the Stadiumin a First Class Conditionconsistent with other Comparable Facilities operated for Comparable Users; and (iii) that such Personhas the financial ability to meetits obligations. "Marquee(s)" meansthe marqueeor marquees currently located on the Complex Grounds and all future marquees constructed on the Astrodomain Complex, agreed to by the Parties. as "Material Additional Landlord Work"meansAdditional Landlord Workthat (i) does not substantially conform any material respect to the Design in Criteria or (ii) materiallyalters the nature or character of the Stadium, the LeasedPremises, or any material portion of the Stadiumor the Leased Premises. "Material Additional Tenant Work"means Additional Tenant Workthat (i) does not substantially conform anymaterialrespect to the DesignCriteria, (ii) materially alters the nature in or character of the LeasedPremisesor any material portion thereof, or (iii) whencompletewill increase, in any material respect, LandlordsMaintenance Capital Repairobligations under either or Lease Agreement. "MBIA" means MBIA Insurance Corporation.

"Naming Rights" has the meaningset forth in the License Agreements. "Naming Rights Agreement"has the meaningset forth in the License Agreements. "Naming Rights License" meansthe joint license of the Naming Rights from the Teamand the Rodeo. "Naming Rights Licensee" meansthe licensee under the Naming Rights Agreement. "Naming Rights Signage" meansany Signage identifying the Naming Rights. "Net ConcessionRevenues" the meaningset forth in Section 5.5. has "NFL" the meaningset forth in the Lease Agreements. has "NFL Club License Agreement" the meaningset forth in the TeamLease. has "Non-Appropriation" means and shall be deemedto have occurred with respect to any payment obligation or other monetary obligation of the County(in any capacity) that mayarise under any of the Principal Project Documents during any fiscal year that is undisputedor for whichthe County determined haveliability, if the County is to fails to make Appropriation an within sufficient time to avoid a LandlordDefault under a respective Lease Agreement. "Non-Competitive Concert(s)" means,any concert that (i) does not fall within the following general musiccategories or does not include any performanceswithin the following general music categories: Country, Adult Contemporary,ContemporaryHit, R&B,Urban Contemporary, Middle of The Road Rockand Roll, Light Rock or RockCross-Over (formerly known Pop or Top 40), as Contemporary Christian, Christian Rock,Comedy, Tejano, Latin, or wasnot represented in concerts or performancesheld by the Rodeoin the Stadiumor elsewhere in the Astrodomain Complex during the ten (10) year period precedingthe date in questionor (ii) is within any of the foregoinggeneral music categories (other than Country, Adult Contemporary, Contemporary Tejano, Latin, Light Hit, Rock or Rock Cross-Over (formerly knownas Pop or Top 40), but in the Rodeos commercially reasonable judgment,either (x) features entertainers that at such time hold too nanowly defined small audience appeal for the Rodeospurposes in holding RodeoTenant Events or (y) whohave require presentation, production or contract requirementsthat are unacceptable to the Rodeoor require productioncosts that are unacceptableto the Rodeo.For the purposeshereof the phrase "too narrowly defined or small audience appeal" shall meanBroadway,Opera and the Symphony or showswherecontent or presentation values wouldnot be reasonably acceptable to the Rodeo such at time for presentation at the Spring Rodeo. "Non-Consumable Concessions" meansthe sale in or from the Concession Rights Area of souvenirs, apparel and merchandise (including, withoutlimitation, NFL novelties and licensed items) and other non-edible items, goods, services, equipmentand wares.

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"Non-Programmed Space" meansthe areas within the Stadiumused or set aside for future developmentfor retail and non-retail uses (except the Joint Club/Rodeo Store, the Concession Rights Areaand the TenantFacilities), as depicted on Exhibit "I" attached hereto. "Non-RelocationAgreement" the meaningset forth in the TeamLease. has "Notice of Offer" has the meaning forth in Section 18.22. set "Offer" has the meaning forth in Section 18.22. set "OpenRecordsAct" has the meaningset forth in Section 16.3. "OpinionRequest"has the meaning forth in Section 16.3. set "Option"has the meaningset forth in Section 18.22. "Other Buildings" means Astrodome, the Exhibition Hall and Astroarena, and other buildings on the Astrodomain Complex constructed from time to time in compliancewith Section 7.2 of this Agreement. "Owned Affiliate" has the meaningset forth in Section 5.10. "Parking Facilities" has the meaning forth in the Team set Lease. "Parking Letter" shall have the samemeaningset forth in the Lease Agreements. "Parking Requirements"shall meanthose parking requirements imposedupon Landlord for the benefit of each Tenantas set forth in each of the LeaseAgreements. "Party Ambush Marketing"meansany marketingand/or promotionalactivities or sale of any consumableor non-consumableconcessions by any Party or any Person licensed, authorized or controlled by such Party or any Person that is an Affiliate, tenant or subtenant of such Party and whichseeks to misappropriateor capitalize on the goodwilland commercial opportunities generated, fromtime to time, by any other Party with respect to (x) any Eventat the Stadium on the Complex or GroundsBookedby any such other Party (including any part of the Spring Rodeoand the Rodeo Festival held elsewhere in the AstrodomainComplex pursuant to the Existing RodeoLease) or (y) any consumableor non-consumable concessions generated from any such Event (including part of the Spring Rodeoand the RodeoFestival held elsewhere in the AstrodomainComplex pursuant to the Existing RodeoLease) or (z) any Advertising or Signageof or from any such Event or related to such Eventor any other advertising or signagethat is permittedby the Rodeo during any part of the Spring Rodeoor RodeoFestival held elsewhere in the Astrodomain Complex pursuant to the Existing RodeoLease or pursuant to the Principal Project Documents. "Permitted Transfer" has the meaningset forth in the Lease Agreements.

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"Person" meansany individual or group of individuals or any entity. "Physical Obsolescence"and "Physically Obsolete" has the meaningset forth in the Lease Agreements. "Pourage Rights" meansthe exclusive right in accordance with GovernmentalRules to designateon an exclusiveor non-exclusive basis the providerof beveragebrandsto, at or in the area in question. "Practice Facilities" has the meaning forth in the Team set Lease. "Practice Facilities Land"has the meaning forth in the Team set Lease. "Preferred RodeoDates" meanscollectively (i) a forty (40) day period each calendar during the Spring RodeoWindow (the "Spring RodeoDates") selected by Rodeofor its Spring Rodeoin accordancewith the terms of the RodeoLease and (ii) the eighteen (18) day period calendar year during the RodeoFestival Window (the "RodeoFestival Dates") selected by Rodeo for its RodeoFestival in accordancewith the terms of the RodeoLease. "Premium Seating" meansthe Suites and Club Seats at the Stadiumand any other type of preferred location seating available at the Stadium. "Principal Project Documents"means the Project Agreement, this Stadium Tri-Party Agreement,the Lease Agreements,the Existing RodeoLease, the License Agreements, the NonRelocation Agreement,the Recognition and Attornment Agreementsand the Funding Agreement, as the samemaybe amended,supplemented,modified, renewedor extended from time to time in accordancewith their respective terms. "Private Contract Rights" has the meaning forth in Section 16.1 hereof. set "Project Agreement" meansthat certain Project Agreement dated as of the Effective Date, by and amongLandlord, Teamand Rodeo, as the same maybe amended, supplemented, modified, renewedor extended from time to time. "Project Budget"has the meaning forth in the Project Agreement. set "PSL EscrowAgreement"has the meaningset forth in the Funding Agreement. "PSL MarketingAgreement"has the meaningset forth in the Funding Agreement. "Recognition and Attornment Agreements" has the meaning set forth in the Funding Agreement.

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"RecurringEvents" meanstractor pull events, automobileor motorcycleevents and similar "dirt" events held at the Stadium other events at the Stadium and that recur from year to year or at regularly scheduledintervals. "RegularArbitration" has the meaning forth in Exhibit "A" hereof. set "RequestedWork" the meaningset forth in Section 9.1 hereof. has "Required Date of Substantial Completion" has the meaning set forth in the Project Agreement. "Restricted LandArea"has the meaning forth in Section 5.8 hereof. set "Restricted Portions of the Roof has the meaning forth in the FundingAgreement. set "RodeoClubs" has the meaningset forth in the RodeoLease. "Rodeo Facilities" meanscollectively the Tenants Facilities described in the Rodeo Lease and the Existing RodeoLease. "RodeoFestival" has the meaninggiven to such term in the RodeoLease. "Rodeo Festival Dates" has the meaning forth in the definition of the term "Preferred set Rodeo Dates." "RodeoFestival Window" shall have the meaningset forth in the RodeoLease. "RodeoLand" has the meaningset forth in the Lease Agreements. "Rodeo Lease" meansthat certain HLSR Stadium Lease Agreementdated as of the same date as this Agreementby and between the Landlord and Rodeo, as the same maybe amended, supplemented, modified, renewed or extended from time to time in accordance with the terms thereof and hereof. "Rodeo Lease Amendment" meansthat certain 2001 Amendment Lease dated as of the to same date as this Agreementby and between the Landlord and Rodeo. "RodeoLicense Agreement" the meaningset forth in the RodeoLease. has "RodeosParking Spaces" meansthe "Tenants Parking Spaces" as such term is defined in the RodeoLease and the RodeoLease Amendment, collectively. "RodeoTenant Non-Events"means, collectively, RodeoLease and the Existing RodeoLease. the Tenant Non-Eventsset forth in the

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"Scoreboards"shall meanthe Stadiumscoreboards including the attendant soundsystems, messageboards and gameclocks. "Service Rights" meansthe exclusive right tO designate service rights to be providedon an exclusiveor non-exclusive basis to, at or in the area in question. "Signage" shall meanall signage and any and all other media (whether nowexisting or developedin the future) used for Advertising or marketingpurposes in the Stadium, the Highly Restricted Area and/or the Marquees,including, but not limited to, any such signage or other Advertising media located in or on the Stadium, the Scoreboard, the video boards (including "JumboTron"-type screens), Advertising signs, banners or displays, time clocks, messageboards, billboards, public address announcements, any other media(whether nowexisting or developed and in the future) located in, on or uponthe Stadium,the HighlyRestricted Area and the Marquees (as restricted herein) through which a Person holding fights pursuant to an agreementwith another advertises or marketsor mayadvertise or marketany products, services, events or any other items. "Six-Month Periods" means,(i) with respect to the Team,the six monthperiod commencing on August1, and (ii) with respect to the Rodeo,the six monthperiod commencing February on providedhoweverif the Super Bowl(as defined in the Team Lease) is held in the Stadiumin 2004, (x) for calendar year 2004 the Six-MonthPeriod with respect to the Rodeoshall commence February9 and end on August8, 2004, (y) for calendar year 2003, the Six-Month Period with respect to the Teamfor such year shall commence August 1, 2003 and end on February 8, 2004 and on (z) for calendar year 2004 the Six-MonthPeriod with respect to the Teamfor such year shall commence August 9, 2004 and end on January 30, 2005. on "SkyBoxSuites" means those Suites, if constructed, situated on the East side of the Stadium as depicted on Exhibit "J" attached hereto. "Special Events" meansMajor Conventions, the NFLWorld Championship(i.e., Super Bowl), Olympics, World Cup Soccer (Championship Playoffs and Championship Game), NCAA Regional Championship Gamesor Tournamentsand any other nationally sanctioned championship college sports regional or final game tournament similar national standing as the NCAA or of Mens Basketball "Sweet Sixteen" or "Final Four" Tournaments. "Sponsors" means radio, television, Signage,promotional,Advertisingand other sponsors the of the Landlord, the Tenants, the LandlordEvents or the Tenant Events. "Sports Authority" has the meaningset forth in the Lease Agreements. "Spring Rodeo"has the meaninggiven to such term in the RodeoLease. "Spring RodeoDates" has the meaningset forth in this definition of the term "Preferred RodeoDates."

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"Spring RodeoWindow" shall have the meaningset forth in the RodeoLease. "StadiumContracts" has the meaningset forth in Section 18.2. "StadiumProject Improvements Budget"has the meaningset forth in the Project Agreement. "StadiumUsers" meansall other tenants and users of the Stadium, other than the Landlord and the Tenants. "Statue" has the meaning forth in the Rodeo set Lease. "Suites" shall have the meaning forth in the Team set Lease. "Team Facilities" meansthe "Tenants Facilities" as defined in the Team Lease. "TeamLease" meansthat certain NFL Club Stadium Lease Agreement dated as of the same date as this Agreementby and between the Landlord and Team, as the same maybe amended, supplemented, modified, renewedor extended from time to time in accordance with the terms thereof and hereof. "TeamTenant Non-Events" has the meaning given to "Tenant Non-Events" in the Team Lease. "Teams Parking Spaces"means "Tenants Parking Spaces"as such term is defined in the the TeamLease. "Telecommunications Products or Services" meanslocal and long-distance land line and wireless telephone services, yellow pages and directory services (including on-line and Internet based), network integration, inside wiring and cabling, fiber deployment, basic network infrastructure, public communications, telephones, calling cards (including prepaid), voice mail, pay Internet services, programming, transmissionof voice and data, interactive communications, virtual reality or enhancements the same, land line and wireless video and data services, cable and of wireless television services, paging services, homesecurity services and telecommunications equipment any other similar or related products or services. and "Telecommunications Rights" meansany and all of the rights to the full use and enjoyment of, andto control, provide,conduct,lease, license, grant concessions respect to and contractfor, with Telecommunication Products or Services to or for the Stadium and the Highly Restricted Area, including the right to sell or license the right to provideTelecommunications Products or Services on an exclusive or nonexclusivebasis. "Temporary_ Advertising" meansAdvertisingin or on the LeasedPremisesin connectionwith any Eventwhichis to be removed terminatedat the conclusionof such Event, but not in conflict or with NamingRights, Exclusivity Rights, Branding Rights, Pourage Rights, Service Rights or

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ConcessionRights granted to Tenants under the Principal Project Documents, the provisions of or Section 5.8 hereof; provided, however, advertising in Event programs shall not be deemeda violation of Exclusivity Rights. "Temporary Signage" meansSignage in or on the Leased Premises in connection with any Event whichis not permanentlyaffixed and whichwill be removed terminated at the conclusion or of such Event, including, without limitation, video commercialsand other electronic display recognition, sponsoredvignettes or kiosks, temporarybanners, stage Signage, chuckwagonsigns, blimp signs and Signageon Event participants, but not in conflict with Naming Rights, Exclusivity Rights, BrandingRights, PourageRights, Service Rights or ConcessionRights granted to Tenants under the Principal Project Documents, the provisions of Section 5.8 hereof; provided, however, or advertising in Eventprogramsshall not be deemed violation of Exclusivity Rights. a "Tenant(s)" individually refers to either the Team Rodeoand collectively refers to both or the Teamand Rodeo. "Tenant Event(s)" collectively refers, with respect to the Team,to the Tenant Eventsand Football Home Games described in the TeamLease and with respect to the Rodeo, to the Tenant Events described in the RodeoLease and the Existing RodeoLease, collectively (including the Spring Rodeoand RodeoFestival). "TenantEvent Day"meansthe entirety of a day on whicha Tenant Event is played or held, as applicable, at the LeasedPremises. "TenantFacilities" means Team the Facilities and the RodeoFacilities. "Tenant Non-Events" collectively refers to, with respect to the Team,Tenant Non-Events described in the Team Lease and, with respect to the Rodeo,Tenant Non-Events described in the RodeoLease and Existing RodeoLease. "Tenants Self-Help Rights" has the meaningset forth in the Lease Agreements. "Term" meansthe term of this Agreement, which is co-terminous (survives as to the non-terminated non-terminatingTenant, if any, if only one Lease terminates) with the LeaseTerm or of each Lease Agreement. "Toppin~ Fee" has the meaningset forth in Section 18.22. "Transfer" has the meaning forth in Section 17.1. set "Walkway" the meaningset forth in Section 4.4. has "Warranty/OtherClaim"has the meaningassigned in Section 12.2.

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Section 1.2 Rules as to Usage. The following rules shall be followed whenconstruing words used in this Agreement: (a) "Include," "includes" and "including" shall be deemedto be followed "without limitation" whetheror not they are in fact followedby such wordsor wordsof like import. (b) "Writing," "written" and comparable terms refer to printing, typing, and other means reproducingin a visible form. of (c) Anyagreement, instrument or Governmental Rule defined or referred to this Agreement meanssuch agreementor instrument or Governmental Rule as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of Governmental Rules) by succession comparable successor GovernmentalRules and includes (in the case of agreements or instruments) references to all attachmentsthereto and instruments incorporatedtherein. (d) Referencesto a Personare also to its permittedsuccessors and assigns.

(e) Anyterm defined in this Agreement any of the other Principal Project or -Documentsby reference to any agreement, instrument or GovernmentalRule has such meaningwhetheror not such agreement, instrument or Governmental Rule is in effect. (f) "Hereof," "herein," "hereunder"and comparable terms refer, unless otherwise expressly indicated, to the entire agreement instrument in whichsuch terms are used and or not to any particular article, Section or other subdivision thereof or attachmentthereto. Referencesin an instrument to "Article," "Section," "Subsection"or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section, subsection or subdivision of or an attachment to such agreement or instrument. All references to exhibits or appendicesin any agreement instrument that is governed this or by Section 1.2 are to exhibits or appendicesattached to such instrument or agreement. (g) Pronouns, wheneverused in any agreementor instrument that is governed this Section 1.2 and of whatevergender, shall include natural Persons, corporations, limited liability companies,partnerships and associations of every kind and character. (h) References to any gender include, unless the context otherwise requires, references to all genders. (i) "and/or." (j) The word"or" will have the inclusive meaningrepresented by the phrase

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

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(k) Unless otherwise specified, all references to a specific time of day shall based upon Central Standard Timeor Central Daylight Savings Time, as applicable on the date in question in Houston,Texas. (1) Referencesto "$" or to "dollars" shall mean lawful currencyof the United the States of America. (m) The words "unreasonably withheld" shall mean unreasonably withheld, conditioned or delayed. (n) Whereverthe context mayrequire, the singular form of nouns, pronouns and verbs shall include the plural, and vice-versa. ARTICLE 2 MANAGEMENT ADVISORY COMMITTEE; QUALIFIED MANAGER Section 2.1 Formation. The Landlord, Teamand the Rodeoagree to the appointment of a Management Advisory Committee(hereinafter referred to as the "Management Committee")to consult with and advise the Landlordin connection with the management, operation, Maintenance, repair, alteration and development the Stadium, Astrodomain of Complex any other portion of and the ComplexGrounds. The Management Committeewill be comprised of five (5) members,three (3) of which will be selected by the Landlord, with the Teamand the Rodeoeach selecting one additional member.Oneof the members selected by Landlord must be the Chairmanof the Board of Harris CountySports &Convention Corporation(or such person occupyingan equivalent position if Harris CountySports &ConventionCorporationis not the Landlord). Each party mayremoveand replace its member(s) select alternates at its discretion and at any time so long as (a) and Chairman such other person described in the preceding sentence) always remains a member (or and (b) the ratio of representation among Landlord, Teamand Rodeoremains 3:1:1. the Section 2.2 Purpose. The purpose of the Management Committeeis to: (a) keep the Teamand the Rodeofully informed, before any decisions are madeor actions taken on issues affecting the management, Maintenance, operation, repair, alteration and developmentof the Stadium and AstrodomainComplex any other portion of the Complex and Grounds(collectively, the "Issues") including, withoutlimitation, newlong-termleases or agreements with potential users, tenants or service providers at the AstrodomainComplex any other portion of the Complex and Grounds,or any portions thereof, changesto the identity of the Complex Manager (including all information reasonably necessary to demonstrate that the ComplexManagersatisfies the Management Standards), changes to Landlords risk management program for the Stadium or AstrodomainComplex any other portion of the Complex and Grounds, or any portions thereof, scheduling of Events at the Stadium, Astrodomain Complex any other portion of the Complex and Grounds, changesto the location of preferred parking areas for holders of Premium Seating and other special patrons, invitees and guests of the Tenants, operating, Maintenance capital budgetsfor and the Stadiumor the Astrodomain Complex any other portion of the Complex and Grounds,or portion

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thereof, the issuanceof press releases relating to topics of material interest to the Tenantsand any other significant occurrence at the AstrodomainComplex any other portion of the Complex and Groundswhich mayaffect the Teamsor Rodeosuse or enjoymentof the Astrodomain Complex and any other portion of the Complex Groundsand (b) provide the Teamand the Rodeoa meaningful platform from which they mayvoice their opinions and recommendations regarding the Issues. The foregoingis merelyan expressionof the Parties intent and shall not create any legal obligations on any Party for failure to act in accordance with such purposesor limit Landlords authority to proceed with regard to the management, operation, Maintenance,repair and alteration of the Astrodomain Complex, other portion of the Complex any Groundsand the Stadium. The Landlordrecognizes the need for, and encourages, recommendations from the ManagementCommittee as to the management,operation, Maintenance, repair, alteration and developmentof the Astrodomain Complex, any other portion of the ComplexGrounds and the Stadium and, in furtherance of obtaining fully informedrecommendations, Landlordagrees that the Team Rodeowill have full and access to all information pertaining to any Issues. The Team,the Rodeo, and their respective Management Committeemembers will agree in writing to keep such information confidential by executing and delivering to Landlorda reasonably acceptable confidentiality agreement. Section 2.3 Meetingsand Procedures. The Management Committeeshall meet not less than once per monthon a date and at a time and place mutually agreeable to the members the of Management Committee. At the first meeting of the Management Committee, the Management Committee(by unanimousconsent of its members)shall establish mutually acceptable regular meetingdates, notice requirementsfor meetings, proceduresfor the conductof meetings(which may include the conduct of meetings by telephone and quorumrequirements) and procedures for voting and making recommendationsto the Landlord. One memberof the Management Committeeshall be designated to maintain minutesof all meetings. Section 2.4 Authority. Anyand all recommendationsof the Management Committeeto the Landlordshall not be binding on the Landlordand the Landlordwill have final decision making authority with regard to matters involvingthe management, operation, Maintenance, repair, alteration and developmentof the Astrodomain Complex,any other portion of the Complex Groundsand the Stadium, subject to the terms and conditions of the Principal Project Documents. Landlord and Landlords representatives on the Management Committee will cooperate with the Teamand Rodeo and will give due Consideration to the recommendationsof the Teammember Rodeomember and on the Management Committee. Section 2.5 Qualified Manager. all times during the Termof the Lease Agreements, At Landlord shall employand maintain a Complex Manager that satisfies the Management Standards.

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ARTICLE 3 SCHEDULING Section 3.1 SchedulingPriorities for TenantEvents. Notwithstanding anything to the contrary contained in the Lease Agreements any of the other Principal Project Documents, or the Parties acknowledge agree that (i) Teamshall have the right to BookTeam and Tenant Events and Team Tenant Non-Events in accordance with the terms and conditions of the Team Lease Agreement,(ii) the Rodeoshall have the right to BookRodeoTenant Events and RodeoTenant Non-Events in accordance with the terms and conditions of the Rodeo Lease Agreement and (iii) neither Lease Agreement will be modifiedor amended such a manneras to adversely affect in or limit either the Teamsor Rodeosright to Booktheir respective Tenant Events and Tenant Non-Events accordancewith their respective Lease Agreements,as they exist on the Effective in Date. Section 3.2 Conflicted Events. To the extent that a Football Home Gameis scheduled by the NFL any reason to be held during the Spring RodeoDates or RodeoFestival Dates or on for a date on which a Landlord Event is Bookedin accordance with the Principal Project Documents (such conflict being referred to herein as a "Conflicted Event"), Team shall not hold such Football Home Gameduring such time, but the Teamshall have the option to Booksuch Football Home Game another date permitted by the NFL on that is not a Spring RodeoDate or RodeoFestival Date and wouldnot result in a Conflicted Event. Section 3.3 Postponements; Scheduling Priorities for Landlord Events. Landlord acknowledges agrees that, notwithstandingany provision in Section 3.2 to the contrary, if any and TenantEventis not conductedon the original date it wasBooked to any of the following which due prevents the applicable Tenantfrom using the Stadium:(i) a LandlordDefault or an Eventof Default by Landlordunder this Agreement (ii) a LandlordFailure whichhas not been remediedafter the or Teamor the Rodeo,as the case maybe, has instituted commercially reasonable steps to exercise Tenants Self-HelpRights, to the extent practicable, then, in addition to other rights under such Tenants LeaseAgreement, a period often (10) days following the non-occurrence such Tenant for of Event, Landlord shall not Bookany Event (not previously Bookedprior to the non-occurrence of such Tenant Event), without the consent of the Tenant whoseTenantEvent did not occur; provided, however,if Landlordrequests approvalof either the Team the Rodeo the case maybe) to Book or (as any such Event, the Teamor the Rodeo(as the case maybe) must provide Landlordwith the dates that Tenantis reasonablyconsideringfor re-Booking TenantEventand thereafter Landlordshall the be free to BookEventson any other day. Failure of either the Rodeoor the Teamto re-Booksuch TenantEventpursuant to the precedingsentence shall not constitute a waiverof the Rodeos the and Teamsright to re-Book such Tenant Event in accordancewith the terms of the Principal Project Documents another time other than on any other date at whichany other Event is already Booked at at the Astrodomain Complex.If a Football Home Game not conducted as provided in the first is sentence of this Section 3.3 and the Teamdesires to re-Book such Football Home Game the at Stadium, the Team shall use its goodfaith reasonable efforts to re-Booksuch Football Home Game during the Teams Month Six Period; provided, however,that if the Team unable after using such is good faith reasonable efforts to so re-Booksuch Football Home Game during the TeamsSix Month

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Period, the Rodeoin good faith shall cooperate with the Teamin attempting to re-Book suchFootball Home Game a time during the RodeosSix MonthPeriod other than on a day Bookedfor at a RodeoTenantEvent or LandlordEvent; provided, further that any re-Booking any such Football of Home Game during RodeosSix MonthPeriod shall not materially and adversely affect or diminish the rights of the Rodeogranted in the Principal Project Documents respect to the RodeosSix with Month Period, including Advertising rights. Section 3.4 Additional TeamEvents. (a) Withrespect to the scheduling of Additional TeamEvents, the Landlordand the Teamshall meet periodically during each Lease Year to review the Bookingof Events for the Stadium and review any proposed Additional TeamEvents proposed to be Booked by the Team any of its Affiliates. TheLandlordand the Team or shall each act in goodfaith and in a cooperative manner an effort to maximize use of and resulting revenuesfrom in the the Stadiumfor the benefit of the Landlordon the days the LeasedPremisesis utilized by Landlord for its Landlord Events, and similarly, to maximizethe use of and resulting revenues from the Stadium for the benefit of Teamon the days the Leased Premises is utilized for the Additional TeamEvents. The Landlord and Teamshall, in reviewing the Event Bookings,attempt to create a fair and equitable opportunity for both the Landlord, with respect to its LandlordEvents,and the Team, with respect to their respective Additional TeamEvents. The Landlord and the Teamshall take into account any Events of a seasonal or other regular recurring nature (including extra event days Booked the Rodeo)that are by reasonablyexpectedto be recurring events at the Stadium,suchthat those days, to the extent that the Eventwill be expected recur fromyear to year, or at regularly scheduled to intervals, shall not be available to the Team Additional Team for Events. (b) TheParties agree that the Team an Affiliate thereof mayutilize the Stadium or for any lawful Tenant Event permitted under the TeamLease so long as (i) such Tenant Eventis not prohibited in the Team Leaseor under Section 3.5 of this Agreement (ii) and not a Recurring Event. Section 3.5 Non-Competitive Concerts. During the Black-out Period neither the Landlordnor the Team shall license, sponsor or Bookany majorconcert event in the Stadiumor any where else in the AstrodomainComplexexcept for Non-CompetitiveConcerts approved by the Rodeowhich approval shall not be unreasonablywithheld. Except as set forth in the immediately preceding sentence and subject to the terms of this Agreement the other Principal Project and Documents, nothing herein shall restrict a Party from Bookingany other Eventsat the Astrodomain Complex.AnyDispute between the Parties with respect to Non-CompetitiveConcerts shall be subject to Fast-TrackArbitration. Section 3.6 BusinessCenter. Subject to the terms of the Project Agreement,the Landlord and the Teamhave agreed to construct a Business Center within the Stadium. The cost of the build-out of the BusinessCenter shall be shared equally betweenthe Landlordand the Team.Each of the Landlord,Rodeo,and the Team shall have the right to scheduleuse of the BusinessCenter on

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a first-come, first-served basis; provided, however, the Business Center maynot be used by Landlord, Rodeoor the Team during the time period on any day whenthe Stadiumhas actually been openedto admit patrons for a Booked Event; provided, however,if the Business Center is already in use for a businessmeetingprior to such time the Party utilizing the BusinessCentershall havea reasonable period of time to conclude such meeting. The Parties shall reasonably cooperate with each other in order to schedule each Partys use of the Business Center. The Teamsuse of the Business Center shall be limited to Teamrelated events, and the Teamsbusiness operations, including, withoutlimitation, events with Team sponsorsand suiteholders. In no event shall either the Rodeo the Team or sublicense the right to utilize the BusinessCenter to any third Person. All revenues derived from the Landlords use of the Business Center shall belong to Landlord. All revenues derived from the Teamsuse of the Business Center shall belong to the Team.The Team shall reimburseLandlordfor all reasonable and actual operating costs (without mark-up)incurred by the Landlordin connectionwith the Teamsuse of the Business Center. In connection with the Rodeosuse of the Business Center, the Rodeoshall pay to the Landlord, a reasonable charge for such use, including, the reasonable and actual cost of openingand operating the BusinessCenter (without mark-up)at times used by the Rodeo,such charge based upona preferred rate similarly chargedby Landlordto other preferred users (other than the Team,for whichthere shall be no user fee charged). Section 3.7 Astrodome. the event that the Required Date of Substantial Completion In has not occurredby August1, 2002, the Landlord,subject to the provisions of the Principal Project Documents, shall makethe Astrodome,in lieu of the Stadium, available for Football Home Games Booked occur after such date on the samebasis as agreed to in the Principal Project Documents to with regard to the Stadium (subject, however, the next sentenceof this Sectionand to any existing to pourage,branding, service, or concessioncontracts then in effect) but at no cost (and without the imposition of any Parking Tax or AdmissionsTax) to the Teamor any other Person other than reimbursementof reasonable staffing and utility expenses directly caused by such use of the Astrodome any such Football Home for Game.Landlord shall use its reasonable efforts to drape over and cover up any material signage or visible advertising during any such Football Home Game. Thesamerights granted to the Team with respect to the use of the Astrodome herein set forth as shall similarly apply with respect to the use of the Astrodome under the circumstancesprovidedin the Non-Relocation Agreement pursuant to which the Team also use such facility for certain may Football Home Gamesas therein provided. Section 3.8 Joint Club/Rodeo Store. The Teamand the Rodeowill jointly occupy and operate the Joint Club/Rodeo Store. Therelative rights and obligations of the Team Rodeoas and between the Teamand the Rodeo, concerning their joint occupancyand operation of the Joint Club/Rodeo Store, includingan equitable allocation of operating, staffing andutility costs are subject to the further mutual agreementof the Team the Rodeo.Landlordhereby grants to the Team and and the Rodeothe exclusive joint right to sell Non-Consumable Concessionsfrom the Joint Club/Rodeo Store.

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ARTICLE 4 PARKING/ACCESS Section 4.1 Parkin~Aceesson Event Days. Each Party acknowledges and agrees that while its Eventsare held at the Astrodomain Complex, each of the other Parties (and its respective employees, contractors, guests, invitees, owners corporate representatives) shall havecontinued and use and enjoyment and access to (a) in the case of the Team,the TeamsFacilities, the Joint of Club/Rodeo Store, the TeamsParking Spaces and the Practice Facilities, (b) in the case of the Rodeo, the RodeoFacilities, the Joint Club/RodeoStore, and the RodeosParking Spaces (but subject to the provisionsof Section4.3) and (c) in the case of Landlord,(x) its corporateoffices its ComplexManagers offices and (y) such other areas of the AstrodomainComplexas are reasonable and necessary for Landlord and the ComplexManagerto fulfill their respective obligations as operator of the Astrodomain Complex (z) the LandlordsParking Spaces, and such and other parking spaces as are provided for in the other Principal Project Documents. Duringsuch periods as are reasonably necessary for those BookedLandlord Events that not only constitute extra-ordinary, non-reoccurring Events in the Astrodomain Complex also reasonably require but relocation of the TeamsParking Spaces and the RodeosParking Spaces, Landlordshall have the right to temporarily relocate (but not reduce) the TeamsParking Spaces and the RodeosParking Spacesto other parking areas at the Complex Grounds,subject to the prior approval of the Rodeo and the Team,respectively, not to be unreasonably withheld. During RodeoTenant Events, the Rodeoshall have the right to temporarily relocate (but not reduce) the TeamsParking Spaces other parking areas within the Complex Groundsavailable to the Rodeounder the terms of the RodeoLease, but subject to the following terms and conditions: (a) The portion of the TeamsParking Spaces designated as the A Spaces Exhibit "O" attached hereto maynot be relocated during RodeoTenant Events; and (b) The portion of the Teams Parking Spaces designated as B Spaces Exhibit "O" attached hereto maybe relocated so long as the relocated spaces are within a reasonable walkingdistance of their original location at a newlocation reasonablyapproved by the Team, the fact that such place of relocation is westof KirbyDriveshall not in and but of itself be a basis for such relocated spaces being disapproved considerednot within a or reasonablewalkingdistance of their original location. Except as set forth abovein this Section 4.1, neither the TeamsParking Spaces nor the RodeosParking Spaces shall be relocated during any Event. Section 4.2 Parking in General. The Tenants shall have the numberof spaces allotted to each Tenantin their respective LeaseAgreements, location of whichwill be specified in their the respective Lease Agreementsand/or, in the case of the Rodeo, the Existing RodeoLease, or otherwiseagreedto by all Parties (negotiating in goodfaith). Section 4.3 Rodeo and Landlord Parking On GameDays. On GameDays the Rodeos Parking Spaces (other than "Tenants Warehouse Parking Spaces" as defined in the RodeoLease)

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i

shall be limited to two hundred(200) spaces total, as designated by the Rodeowithin the Rodeos Parking Spaces, the provisions of the RodeoLease to the contrary notwithstanding; provided, however,if such Game is a weekday Day that is not a Legal Holiday, such limitation shall not take effect until 5:00 p.m. of such Game Day. The Landlordand the Rodeoshall have the right to use any and all office space and meetingrooms(as opposedto exhibition space) in the Exhibition Hall on any Game without the Teamsapproval, provided that parking for such use by (a) Landlord Day is located only in the LandlordsParking Spaces and (b) the Rodeois located only in the Rodeos Parking Spaces as limited for such Game Dayspursuant to this Section 4.3. Section 4.4 Use of the Walkway. Exhibit "K" attached hereto depicts the approximate location of a walkway (the "Walkway") providing an additional access route from certain parking areas of the Complex Groundsto and from the AstrodomainComplex.The Walkway located on is a portion of the Practice Facilities Land.TheTeam herebygrants an irrevocable license (so long as the Principal Project Documents remainin force and effect) to the Landlordand the Rodeofor use of the Walkway such purposesby patrons attending an Event; provided, however: in no event for (i) shall the Teamhave any liability of any kind to Landlord, the Rodeo,or any patrons thereof in connectionwith their use of the Walkway unless caused by the negligent acts or omissionsor the wilfull misconduct the Team (ii) the Team of and reserves the fight to deny Landlord,the Rodeoand their patrons access to the Walkway, times deemedreasonable and necessary by the Teamin at connectionwith any Team activities occurringon, in or at the Practice Facilities. ARTICLE 5 CONCESSIONS; AMBUSH MARKETING Section 5.1 ConcessionRights. The Parties shall have the exclusive joint right and responsibility, subject to the terms of Sections 5.2 and 5.3 belowand the rights of the Rodeowith respect to consumable or non-consumable concessions and Pourage Rights held by the Rodeo pursuant to the RodeoLeaseand the Existing Rodeo Lease, to license all Concession Rights for, and effect the Concession Operations within, the Stadium and Complex Grounds. Landlord will not allow any Person (other than the Rodeopursuant to its rights under the RodeoLease or Existing Rodeo Lease during the Rodeos Tenant Events and Rodeos Tenant Non-Events) to, nor will Landlord or any Tenant (other than the Rodeopursuant to its rights under the RodeoLease or Existing RodeoLease during the RodeosTenant Events and Rodeos Tenant Non-Events)license or sell any consumable or non-consumableconcessions in the Stadium and ComplexGrounds, except as providedherein or as maybe mutually agreed to by the Parties, provided, however,the foregoing shall not prevent the Landlord from licensing or selling any consumableor nonconsumable concessions within other buildings located on the ComplexGrounds during any Landlord Events so long as the operation thereof does not constitute Ambush Marketingor Party Ambush Marketingnor shall the foregoing prevent the Rodeopursuant to its rights under the Rodeo Lease or Existing Rodeo Lease from licensing or selling any consumable or non-consumable concessions on the ComplexGrounds during the Rodeos Tenant Events and Rodeos Tenant Non-Events. The area within the ComplexGrounds and outside of the Stadium and the Highly Restricted Area covered in this Section 5.1 with respect to ConcessionRights during times where there occurs both TeamTenant Events (other than Football Home Gamesfor which no Landlord

24

approval shall be required) and LandlordEvents(to the extent permitted by the Team Lease) shall be subject to the mutualapprovalof the Team the Landlord.TheParties shall havethe exclusive and joint right and responsibility to (i) solicit, select and contract with one or moreConcessionaires who shall operate and be responsible for all ConcessionOperations within the ConcessionRights Area at all times during the Termof this Agreement; (ii) negotiate and enter into agreementswith and Concessionaires with regard to the Concessions Rights and administer any such Concession Agreements,and (iii) determine the location of all ConcessionFacilities within the Concession Rights Area (other than temporaryand portable facilities whichmaybe located by the Party whois holding the Event in accordancewith the terms of the applicable ConcessionAgreement).Noparty maytake the lead in selecting any Concessionaireor negotiating any such ConcessionsAgreement withoutfirst obtainingthe consentof all Parties. All Parties shall be actively involvedin selecting any Concessionaire in such process and negotiations on an ongoingbasis so that they may fully or be informedof the current status and material details thereof. EachParty shall be entitled (i) participate in the determination of the criteria for, and selection of, all Concessionairesand (ii) attend, and participate in, all meetingsand negotiations with any prospective Concessionaire. The Parties each reserve the right to (i) reasonably approve the final agreementgranting any ConcessionRights to any Concessionaireand (ii) approvethe identity of all Concessionaires.The Concessionairesselected by the Parties shall be used exclusively for the ConcessionOperationsin the Concession Rights Area at all Tenant Events, Tenant Non-Eventsand Landlord Events. The Parties shall comply with all provisions of any Concession Agreement approvedby the Parties, then including, but not limited to, anyexclusivities or priorities grantedto Concessionaire(s). Parties The and the Concessionaires shall at all times comply with all Governmental Rules and shall procure any and all permits or licenses required by any Governmental Authorityrelating to the Concession Rights and Concession Operations. At all times during the term of this Agreement, representative of the a Concessionaire shall be made available to the Parties as part of the Concession Operationsin order to handle any problemswhichmayarise with regard thereto. TheLandlordshall honor all Branding Rights, Pourage Rights, Service Rights and Exclusivity Rights in its operation of the Complex Grounds. Section 5.2 Branding Rights. Teamand Rodeoshall jointly retain on an exclusive basis and Landlord hereby grants to the Teamand Rodeoon a joint and exclusive basis, all Branding Rights to the Stadiumand Highly Restricted Area on a year round basis and to the Complex Grounds during TenantEvents; provided, however,that such BrandingRights (i) shall not be structured Team Rodeo as to negatively impactin any material respect the operating costs of the Stadium, or so the Landlordsability to meetits maintenance operating standards under the Principal Project and Documents the quality of services providedin the Stadium,(ii) shall be subject to the terms and or conditions Set forth in Section 6.9 and (iii) shall not include any BrandingRights granted to the Rodeounder the RodeoLease or the Existing RodeoLease. The holder(s) of such BrandingRights shall be permittedto displayits productand retail rights identification, includingwithoutlimitation, its trademark,tradename logos associated therewith, in all areas of the Stadium the Complex and and Grounds wheresuch product(s) or retail right(s) is (are) sold, delivered or providedwithoutany identification constituting Advertising; provided, however,nothing herein shall prevent the Team and the Rodeofrom jointly entering into a combination Brandingand Advertising agreement. A Branding Rights holder shall, at the joint election of the Team the Rodeo permittedto identify and be

25

itself as the "offiCia! provider"at or to the Stadium the applicableproduct,or retail fight. Thearea of within the Complex Groundsand outside of the Stadiumand the Highly Restricted Area covered in this Section 5.2 with respect to BrandingRights during times wherethere occurs both Team Tenant Events (other than Football Home Games which no Landlord approval shall be required) and for LandlordEvents(to the extent permitted by the Team Lease) shall be subject to the mutualapproval of the Teamand the Landlord. Section 5.3 Pourage Rights. Teamand Rodeoshall jointly retain on an exclusive basis, and Landlordherebygrants to the Team Rodeo a joint and exclusive basis, all PourageRights and on to the Stadiumand the Highly Restricted Area on a year round basis and to the Complex Grounds during Tenant Events; provided, however,that such PourageRights (i) shall not be structured Team Rodeo as to negatively impactin any material respect the operating costs of the Stadium, or so the Landlordsability to meetits maintenance operating standards under the Principal Project and Documents the quality of services providedin the Stadium,(ii) shall be subject to the terms and or conditionsset forth in Section6.9 and (iii) shall not include any Pourage Rights grantedto the Rodeo under the RodeoLease or the Existing RodeoLease. The holder of such Pourage Rights shall be permitted to display its product identification, including without limitation, its trade name, trademarks and logos associated therewith on, upon and within all ConcessionRights Areas where such product is sold or dispensed, including without limitation, on namebrands, dispensing equipment, drink containers, cups and beveragetrays, napkins and similar items utilized to dispense such products withoutsuch display constituting Advertising; provided,however,nothingherein shall prevent the Teamand the Rodeofrom jointly entering into a combinationPourageand Advertising agreement. The PourageRights holders shall, at the joint election of the Teamand the Rodeobe permittedto identify itself as the "official provider, to the Concession RightsAreasof suchproducts. The area within the Complex Groundsand outside of the Stadiumand the Highly Restricted Area covered in this Section 5.3 with respect to PourageRights during times where there occurs both TeamTenant Events (other than Football Home Gamesfor which no Landlord approval shall be required) and LandlordEvents(to the extent permitted by the Team Lease) shall be subject to mutual approval of the Teamand the Landlord. Section 5.4 Service Rights. The Team the Rodeoshall jointly retain on an exclusive and basis, and Landlordherebygrants to the Team Rodeo a joint and exclusive basis, all Service and on Rights to the Stadiumand the Highly Restricted Area on a year round basis and to the Complex Groundsduring Tenant Events; provided, however, that such Service Rights (i) shall not structured by Team Rodeo as to negatively impactin any material respect the operating costs or so of the Stadium, the Landlordsability to meet its maintenance operating standards under the and Principal Project Documents the quality of services providedin the Stadium,(ii) shall be subject or to the terms and conditions set forth in Section 6.9 and (iii) shall not include any Service Rights granted to the Rodeounder the RodeoLease or the Existing RodeoLease. The holder of such ServiceRights shall be permittedto display its service identification, includingwithoutlimitation, its trade name,trademarksand logos associated therewith, in all areas of the Stadiumwithoutsuch display constituting Advertising; provided, however,nothing herein shall prevent the Team the and Rodeofrom jointly entering into a combinationService and Advertising agreement. The Service Rights holders shall, at the joint election of the Team the Rodeo permittedto identify itself and be

26

as the "official provider" to the Stadium such services. Thefights of the Tenantswith respect to of Service Rights are subject to such limitations as are containedin the Astrodomain Joint Marketing Terms Conditions.TheParties agree that with respect to the operational portion of any contract and with a service providerfor services included within ServiceRights, such services shall be segregated into a separate contract to be entered into between Landlordand the service provider. Theforegoing shall be limited to services necessary for Landlordto fulfill its obligations under the Lease Agreements. The area within the ComplexGrounds and outside of the Stadium and the Highly Restricted Area coveredin this Section 5.4 with respect to Service Rights during times wherethere occurs both TeamTenant Events (other than Football Home Games which no Landlord approval for shall be required) and LandlordEvents(to the extent permitted by the Team Lease) shall be subject to the mutual approval of the Teamand the Landlord. Section 5.5 Concession Revenues.The Parties will be entitled to receive all Concession Revenuesgenerated from the Concession Rights in the ConcessionRights Area, less applicable Impositions, expenses, fees, and commissions payable to the Concessionaires(the "Net Concession Revenues")as follows: (i) Teamshall receive one hundredpercent (100%)of all Net Concession Revenues generated from its Tenant Events and Tenant Non-Events,provided that if the Teamsells Consumable Concessions any Incidental Event(other than Suite licensees use of their Suites and at Tenants use of the Business Center), then fifty percent (50%)of any Net ConcessionRevenues derived by the Team from the sale of Consumable Concessions,after first deducting any event costs incurred by the Team,including those costs paid to Landlord, in connectionwith conducting such Incidental Event, shall be paid to Landlord; (ii) Rodeoshall receive such portion of the net concession revenues generated from the sale of consumableor non-consumable concessions during the RodeosTenantEvents and Rodeo TenantNon-Events it is entitled to receive pursuant to the as terms of the RodeoLeaseand Existing Rodeo Lease; (iii) Landlordshall receive one hundredpercent (100%) of all Net Concession Revenues generated from its Landlord Events; and (iv) ConcessionRevenues derived from certain uses of the Suites shall be subject to the provisions of Section 8 hereof. Anythingto the contrary notwithstanding, the Teamshall receive one hundred percent (100%)of all Net ConcessionRevenuesgenerated from its Tenant Events, and the Team Facilities. The Rodeoand the Teamshall share among themselves one hundred percent (100%) the net concession revenues generated from the Joint Club/Rodeo Store on such basis as the Team and the Rodeoshall mutuallyagree. All revenuesderived from the Practice Facilities shall belong to the Team. Section 5.6 Special RodeoRights. The Parties acknowledge agree that with respect and to the Rodeos Tenant Events, all ConcessionAgreementsshall (i) exclude and give the Rodeo control of and all revenue from all entertainer merchandise Rodeonamed logo merchandise and and sold at the RodeosTenant Events, provided, however, that (x) the Rodeowill allow the Joint Club/Rodeo Store to sell such merchandiseon terms acceptable to Rodeoand the Team (y) the and Rodeoshall have the right to use and control of one-half of all merchandisenovelty booths and stands (including kiosks and push carts) equally disbursed throughout the Stadium during the RodeosTenant Eventsfor purposesof selling such merchandise,and (ii) grant Rodeoand Landlord the exclusive right to set the quality, menu prices for food items sold at the Rodeo and Clubs, the Club(the ClubLevel excludingthe north and south portions of this level of the Stadium)and Suite

27

areas of the Stadi~um during the RodeosTenant Events. Anydisagreementbetweenthe Rodeoand Landlordwith respect to the quality, menu prices for such food items shall be resolved pursuant and to Article 15 below. Section 5.7 Up-front Concession Payments. The Parties acknowledge and agree that any up-front or one-time concession payments madeby any Concessionaire for the Concession Rightswill be applied as follows: (i) first, to pay for the costs of concession improvements excess in of those contained in the StadiumProject Improvements Budget, and (ii) second, any remaining amountsshall be applied as directed by the Teamand the Landlord jointly. Landlord and Team agree that any costs for concessionimprovements, excess of up-front payments Concessionaire in of and the Stadium Project ImprovementsBudget, shall be divided between Teamand Landlord in equal amounts. Section 5.8 AmbushMarketing: Party_ AmbushMarketing. (a) EachParty shall, to the extent within their reasonablecontrol, use their good faith reasonable efforts to prohibit Ambush Marketingduring the respective Events of the other Parties. (b) Landlord itself or through the Complex Manager,and each Tenant in its use or occupancyof the Astrodomain Complex,Complex Groundsor Practice Facilities, shall not allow or cause to occur or participate in any Party Ambush Marketing, on or from any portion of the Astrodomain Complex,Complex Groundsor the Practice Facilities; (c) To the extent that Landlordacquires any land within the boundarycurrently created by U.S. Interstate 610, Fannin, OldSpanishTrail and Main(such area being referred to herein as the "Restricted LandArea")(whetheror not any such land constitutes any portion of the Complex Grounds)such land shall be subject to the terms and restrictions of this Section 5.8. In the event that the Landlordconstructs any improvements any portion of on the Restricted LandArea(without limiting the requirementsof Section 7.2 if applicable) signage, advertising or sponsorship (whethertemporaryor permanent)shall be permitted the exterior of such improvements on the land on which such improvements located or are and no nameshall be given thereto, in each case which conflicts with the Naming Rights granted, from time to time, by the Team the Rodeohereunder; and and (d) Noconsumableor non-consumable concessions shall be sold from any of the Astrodome, Exhibition Hall, Astroarena or any improvements permitted pursuant to Section 7.2 at the sametime that a TenantEventis occurring at the Stadium unless the sale thereof relates to an Eventthen occurring(to the extent permittedunder the Principal Project Documents)within such Astrodome, Exhibition Hall, Astroarena or any improvements permitted pursuant to Section 7.2. Section 5.9 Astrodomain Rights. In addition to the Exclusivity Rights, Naming Rights, Branding Rights, PourageRights, Advertisingrights, Concession Rights, Sponsorrights and Service

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Rights granted to the Team the Rodeo and pursuant to this Agreement, Landlordhas granted the the Teamand the Rodeo, jointly, the naming,signage, advertising, sponsorship, branding, pourage, service and other rights to the Astrodomain Complex the remaining portion of the Complex and Grounds described in and pursuant to the terms, provisions and conditions set forth in the Astrodomain Joint Marketing Terms and Conditions (herein so called) attached hereto Exhibit "L". The provisions of the Astrodomain Joint MarketingTermsand Conditionsshall control over any conflicting provisions in this Agreement; provided, howeverin the event that any rights granted thereunder are terminated or withdrawnin accordance with the terms thereof, no such terminationor withdrawal shall affect or diminishany of the other rights or benefits grantedto either the Rodeoor the Teamunder any of the Principal Project Documents. Section5.10 Tenants Affiliates. Eachof the Tenantsreserve the right to assign the rights granted to themhereunder, including without limitation, all Naming Rights, Advertising rights, Signagerights, Concession Rights, Sponsorrights, BrandingRights, Service Rights, PourageRights and any other rights granted pursuant to the Astrodomain Joint MarketingTermsand Conditionsto an entity whollyowned,directly or indirectly, by such Tenant(an "Owned Affiliate"). Onbehalf each such Owned Affiliate, the Tenants reserve the right for such Owned Affiliates (or if not so assigned, for themselves) forma joint ventureor other entity whollyowned, to directly or indirectly, by the Tenantsor their Owned Affiliates (on terms mutuallyacceptable to the Tenants)to pursue and enjoyall such rights. Any such assignment the TenantsOwned to Affiliates or joint ventureor other entity shall be subject to the terms of the Principal Project Documents shall not relieve the and Tenants from their liabilities and obligations hereunder. Anyreferences to the "Tenants" in Article 16 hereof shall likewise apply to such Owned Affiliates and any such joint venture or other entity that they maycreate as permitted herein for the purpose of protecting the confidential, proprietary and trade secret nature of the Private Contract Rights of such parties. In no event shall the Tenantsassign any such rights to any Personwhois not an Owned Affiliate of either Tenantor that is not a joint ventureor other entity whollyowned, directly or indirectly, by the Tenantsor such Owned Affiliates. ARTICLE 6 NAMING RIGHTS, ADVERTISING AND SIGNAGE Section 6.1 Signage. TheParties agree that all Signagereferred to in this Agreement will either be inside the Stadiumor permanentlyaffixed to the exterior of the Stadiumor within the HighlyRestricted Area (as determinedby the mutualagreementof the Tenants), with the exception of (i) the Marquee,(ii) the Stadiumentrances and (iii) the directional signage to the Complex Grounds and Stadium. Notwithstanding the foregoing, the Parties agree that no Signage or Advertisingshall be located in or affixed to the Restricted Portions of the Roof. (a) Naming Rights Signage. TheTeamand Rodeo,acting jointly, shall have the exclusive right to sell the Naming Rights License for the Stadiumand no other Party or Personshall grant such rights. In such connectionthe Team shall take the lead in selecting such Naming Rights Licensee and negotiating the terms of the Naming Rights Agreement with the Naming Rights Licensee; but shall actively include the Rodeoin such process,

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selection and negotiations on an ongoingbasis so that the Rodeowill be fully informedof the current status and material details thereof. TheRodeo shall be entitled to (i) approve the identity of the Naming Rights Licensee and all of the terms and provisions of the Naming Rights License and Naming Rights Agreement (ii) attend and participate in all meetings and and negotiations with any prospective NamingRights Licensee. The purchaser of the Naming Rights will be afforded Signagerights in accordancewith the terms of the NFL Club License Agreementand RodeoLicense Agreement, which in general, affords the Naming Rights Licensee Signagerights whereverthe Stadiumbuildings namewouldnormallyappear as determined by the mutual agreement of the Tenants; however, Naming Rights Signage shall be subject to the restrictions containedin Section 6.1 (e) of the Funding Agreement and the namegiven to the Stadium shall be subject to the restrictions containedin the License Agreements. design, presentation and appearanceof any Fixed PermanentSignageshall The be consistent with the general design, presentation and appearance of the Stadium as mutually approved by the Landlord, Team and Rodeo, Landlord not unreasonably withholdingits approval, in order to protect the public imageof the Stadium.TheNaming Rights package for Signage shall be mutually approved by the Teamand Rodeo. Naming Rights standards shall be agreed to in advancebetweenthe Teamand the Rodeo. (b) Virtual Signage and Advertising. The Parties acknowledge agree that the and benefits to be derived fromany Signageand Advertisingpermitted under this Agreement will not be diluted by any computeror other generated "virtual signage." The Tenants, however, shall have the unrestricted right to grant "virtual signage" rights with respect to their respective TenantEvents. Noother Person, including, without limitation, the Landlord,the Complex Manager, Sports Authorityor the County,shall havethe right to grant "virtual the signage" rights (wherebySignageor Advertising not actually present in or at the Stadium shall be inserted into and as part of any broadcastor transmission)with respect to any Tenant Event occurring at the Stadium grant to any party the right to employ (except where nor any required for a Special Event, excludingthe SuperBowl,as providedin Section 6.5(a) below, provided, however,such exception shall not apply with respect to Naming Rights Signage) so-called "blocking" technology(wherebyany Signageor Advertising located in or at the Stadiummaybe obscured, altered or replaced), to the extent that any such rights would diminish or impair the rights, revenuesor benefits otherwise to be derived by the Tenants hereunderother than as permitted under Section 6.5(c) with respect to Special Events. (c) Barter/Trade Agreements. the event that any equipment service vendor, In or contractor or concessionaireaccepts a barter or trade of Advertising,Signage,or any other saleable service or right for the Stadiumfroma Party, for equipment, products or services provided to or included in the Stadiumor for a contribution to any Stadiumcosts, the Landlord,Team Rodeoshall be entitled to receive their share of revenues(as allocated and under this Article 6) from such Advertising, Signage, Naming Rights and all other saleable services or rights for the Stadium,fromthe Party that receivedor benefitted fromsuch barter or trade, whetherthroughits designee or otherwise, based uponthe value of the equipment, products, services or contribution bartered or traded. For the purposes hereof the term "saleable service or right" shall not apply to rights granted to a Personwhichinvolves an

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association with either the Team the Rodeo the designation of any such Personwith any or or type of official status with the Teamor the Rodeoand any economicbenefits derived therefromshall not be subject to any other Party hereto sharing therein. (d) Other Astrodomain Facilities. The Landlordwill have the right to nameany Other Buildings located at the Astrodomain Complex, including the grounds of the Astrodomain Complex, shall have the non-exclusiveright to utilize the Marquee(s)for and informational purposes only to identify the nameof such other facilities and to identify upcoming scheduled events at the Stadiumand such Other Buildings. The Marquee(s)shall at all times identify the nameof the Stadium.The Marquee(s)shall not, however,be used by the Landlord or any other Person claiming under the Landlord for any Advertising purposes (i.e., advertising space shall not be sold or bartered by the Landlordon such Marquee(s)). Parties will refer to, and require (to the extent within their control), The agents, contractors and licensees to refer to the Other Buildings and the Astrodomain Complex the names by given to them(it) by the Landlord,to the extent such name(s)is (are) in compliance with the other terms hereof. Similarly, the Parties will refer to, and require (to the extent within their control), their agents, contractors and licensees to refer to the Stadiumby the name given to it pursuant to the Naming Rights Agreement the extent such to nameis in compliancewith the terms of the License Agreements. Section 6.2 NamingRights Revenues/Allocations. (a) All net Naming Rights revenuesshall be allocated as follows: (i) eighty-three percent (83%)to the Team,(ii) twelve percent (12%)to the Rodeo,and (iii) five (5%)to the Landlord.TheParties acknowledge each Tenantshall be entitled to receive that the Naming Rights Revenuesallocable to it as and whenthey are paid. Prior to any such allocation any Benefits Revenues from Naming Rights shall be allocated to the Party that creates, generates or provides such Benefits Revenuesfrom Naming Rights; provided, however,that nothing herein shall permit any Party to grant (i) Suite or long term parking rights to any Personas part of an AmenitiesPackage use during any other Partys Events for withoutsuch Partys prior approvalor (ii) an Amenities Package during an Eventof any Party whichis inconsistent with such other Partys rights under the Principal Project Documents. A floor value for the Naming Rights shall be mutually established and agreed uponby the Teamand Rodeo before the marketing of the NamingRights commences.Any and all additional elementsgenerating Benefits Revenues must be defined and assigned a specific value by each Party and in the case of Naming Rights in the Naming Rights License or no value maybe assigned to such elements. (b) Landlord shall provide (or shall cause the Complex Manager provide) to a regular basis to the Tenantsa schedule for ticket and parking prices applicable to the LandlordEvents, providedthat such schedule of ticket and parking prices shall allow the collective marketingby the Tenantsof the Naming Rights and/or Suites, Club Seats or other AmenitiesPackagesin connection with the Landlord Events, and such ticket and parking prices shall not exceedthe reasonableand customary prices chargedto the general public for

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such Events. TheTeam shall receive anybonus revenuesthat maybe attributed to the Teams Tenant Events, the Super Bowlor any post-season NFLFootball Games.The Rodeoshall receive any bonusrevenues that maybe attributed to the RodeosTenant Events that are specifically identified in the Naming Rights Agreement.The Landlord, Teamand Rodeo shall evenly share (on a one-third basis each) any other bonuses that are specifically identified in the Naming Rights Agreement that are unrelated to the Teamand the Rodeo, such as the Special Events. TheNaming Rights Licenseewill be afforded Exclusivity Rights within the Stadiumas mutuallyagreed uponby the Tenants, but such Exclusivity Rights will not extend to the rest of the AstrodomainComplexduring any Rodeo Tenant Event or LandlordEvent unless a separate, mutually agreed uponfee to the Rodeoor the Landlord, respectively, is negotiated with an assigned specific value. TheLandlord, Countyand the Complex Managershall be prohibited from selling Naming Rights or allowing any other Personto sell any Naming Rights, including, without limitation, any of the Naming Rights, to any Other Building, the Complex Grounds, or the grounds of the Astrodomain Complex, to a Sponsor in the sameproduct category as the Naming Rights Licensee. (c) The Exclusivity Rights granted within the Stadiumwill in no event preclude either Tenantor Landlordfrom acknowledging "Official Sponsorsor Presenters" on the its Scoreboardsor video boards during its respective Events. Theseacknowledgments not, will however, include Fixed Permanent Signage nor Fixed Rotational Signage and such announcements not take the form of advertisementsor commercials will be mentions will but only. Section 6.3 FixedRotational Signage/Allocations.Subject to the terms of Section 6.10, the Landlord shall receive (a) the lesser of(i) five percent (5%)of all revenuesreceivedby the fromFixed Rotational Signageduring its Six-Month Period or (ii) one hundredfifty thousanddollars ($150,000.00) on an annual basis each year following the first public Event held at the Stadium during the TeamsSix-Month Period, adjusted as provided in Section 6.10, and (b) the lesser (i) five percent (5%)of all revenuesreceived by the Rodeofrom Fixed Rotational Signageduring its Six-Month Period or (ii) one hundredand fifty thousandDollars ($150,000.00) an annual basis on each year followingthe first public Eventheld at the Stadium,during the Rodeos Six-Month Period, adjusted as providedin Section 6.10. TheTenants will sell their ownFixed Rotational Signageto rotational advertisers on a non-exclusivebasis for their respective Six Month Period and keepall revenuestherefrom other than those allocated to the Landlordas set out above. Noother Person, including the Landlordshall sell any Fixed Rotational Signage. TheLandlord, Team Rodeo and will cooperatewith each other in an attempt to maximize their revenuesthrough the sale of Exclusivity Rights and Amenities Packages, but the Tenants shall nonetheless be free to sell their own sponsorships incorporating the Fixed Rotational Signage element as they maydeemappropriate during their respective Six MonthPeriods. Each Tenant shall pay the production costs, artwork installation costs, expenses, fees, and all other costs related to its use of the Fixed Rotational Signageduring their respective Six Month Periods. Prior to any of the foregoing allocations, any Benefits Revenuesfrom Fixed Rotational Signage shall be allocated to the Party that creates, generates or provides such Benefits Revenues,provided, however,nothing herein shall permit any Party to grant (i) Suite or long term parkingrights to any Personas part of an Amenities Package for

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use during any other Partys Eventswithoutsuch Partys prior approval, or (ii) an AmenitiesPackage during an Event of another Party which is inconsistent with such other Partys rights under the Principal Project Documents. Section 6.4 Fixed PermanentSignage/Allocations. All FixedPermanent Signage revenuesshall be allocated as follows: (a) forty-seven and one half percent (47.5%)to the Team, (b) forty-seven and one half percent (47.5%) to the Rodeo and (c) subject to the terms Section 6.10, five percent (5%)to the Landlord. Oncethe revenue from the Landlords allocable portion from Fixed Permanent Signage and Fixed Rotational Signage revenues exceeds the predetermined overall cap set forth in Section 6.10, the revenuesfrom Fixed Permanent Signagewill be allocated fifty percent (50%)to the Teamand fifty (50%)to the Rodeo. Prior to any of foregoing allocations, any Benefits Revenues from Fixed PermanentSignageshall be allocated to the Party that creates, generates or provides such Benefits Revenues,provided, however,nothing herein shall permit any Party to grant (i) Suite or long term parkingrights to any Personas part an AmenitiesPackagefor use during any other Partys Eventswithout such Partys prior approval, or (ii) an AmenitiesPackageduring an Eventof another Party whichis inconsistent with such other Partys rights under the Principal Project Documents. floor must be by mutuallyagreed uponand A established by each Tenantfor each sign, Advertising or product right, with or without Amenities Packages,contemplatedto be sold as part of a Fixed Permanent Signagepackagebefore that right can be marketed. Anyand all additional elements generating Benefits Revenuesfrom Fixed Permanent Signagemust be defined and assigned a specific value by the Tenantsprior, to inclusion in any Fixed Permanent Signage package or no value maybe assigned to the element; provided however, that the Landlord shall provide (or shall cause the Complex Manager provide) on to regular basis to the Tenants a schedule for ticket and parking prices applicable to the Landlord Events, and providedfurther that such scheduleof ticket and parkingprices shall allow the Tenants to market their respective Fixed PermanentSignagein connection therewith, and such ticket and parking prices shall not exceed the reasonable and customaryprices charged to the general public for such Events. The Team shall receive any bonusrevenues that maybe attributed to the Teams Tenant Events, the Super Bowland any post-season NFL Football Games.The Rodeoshall receive any bonus revenues that maybe attributed to any of the Rodeosfuture Tenant Events that are specifically outlined in a Fixed Permanent Signage contract (the "Fixed Permanent Signage Agreement"). The Parties shall evenly share (on a one-third basis each) any other bonuses specifically outlined in any Fixed Permanent SignageAgreement that are unrelated to the Parties, such as the Special Events. The Teamand the Rodeoshall jointly market all Fixed Permanent Signageon mutually acceptable terms. Section 6.5 Stadium Users Signage. (a) TemporarySignage and Temporary Advertising will be sold by the Tenants and the StadiumUsers (which rights maybe granted to the StadiumUsers by the Landlord or the Complex Manager) their respective Event(s), and each such party (i.e., the Tenants for and the StadiumUsers) will keep one hundred percent (100%)of the revenues derived generated from such Events. AnyExclusivity Rights sold by the Tenants will be honoredby the Landlord, the Complex Manager (which the Landlordshall obligate to honor the same)

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and all StadiumUsers, as detailed below. Videocommercials sold by the Tenants for their respective Six Month Periods will be exhibited at all Events during such Six Month Period, unless traditionally and historically bannedat such Events(e.g., no alcohol advertising may be allowed at religious or NCAA events). Similarly, Fixed Rotational Signagesold for particular Six MonthPeriod will be exhibited at all Events held during such Six Month Period (or annually, as the case may be), unless traditionally and historically banned such at Events (e.g., no alcohol advertising maybe allowedat religious or NCAA events). For the purposeshereof, sponsorshipsthat are an integral part of the nameof an Event, such as by wayof examplebut not in limitation, BudweiserSuperfest shall not be deemed Signageor Advertisingfor purposesof this Agreement the extent such nameis uniformlyapplied to to and used in connectionwith such Event in other venues. (b) The Landlord will honor and will cause the Complex Manager and all StadiumUsers to honor, all Advertisingand SignageExclusivity Rights granted by the Team and/or Rodeo;provided, however, that the StadiumUsers utilizing the Stadiummay,from time to time, be permitted to sell Temporary Advertising and Temporary Signageat their ownEvents, subject to the following conditions: (i) NoTemporaryAdvertising or TemporarySignage maybe affixed any part of the Stadiumor on any existing Signageor Advertisingstructures within or around the Stadium, except that Stadium Users will be permitted to place Temporary Advertising, in the case of sports team StadiumUsers (such as a Major League Soccer Team)on the playing turf and the goal posts or, in the case of non-sport team StadiumUsers, on the stage or in the performance area, as well as Temporary Signageadvertising certain products and/or services, so long as the same are not in violation of any existing ExclusivityRights previouslygrantedby the Team and/or Rodeo. (ii) The permitted Temporary Advertising and Temporary Signage for Stadium Users will be permitted in the Stadiumonly during such StadiumUsers Events and not during any other times. (iii) In no event shall the Stadium Users have the right to grant any Exclusivity Rights to advertisers or Sponsorswhichwouldin any way(x) affect the ability of the Team and/or Rodeo advertise at the Stadium (y) affect the ability to or of the Team and/or the Rodeo participate in sponsorshipsor promotions to inside or outside of the Stadiumwith any Persons as the Team and/or Rodeoshall determine in their ownabsolute discretion. (c) Except for the Naming Rights Signage, the foregoing restrictions on the permitted TemporarySignage and TemporaryAdvertising which the Stadium Users may exploit shall not apply in the event that the Stadiumis used for a Special Event, it being recognized and acknowledged the Parties that the Stadiummayhave to conformto the by requirementsof such Special Events with respect to certain Signageand Advertisingin the

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Stadiumduring the Special Events(e.g., the NCAA prohibits alcoholic beveragesigns in the seating area), including, potentially, the requirement that someof the Fixed Permanent Signage and Fixed Rotational Signage (but not Naming Rights Signage) within the seating area of the Stadiummaybe required to be covered, drapedor otherwise blacked out during such Special Events. Section 6.6 Signage Elements. All physical elements of Fixed Permanent Signage and Fixed Rotational Signage(including location) mustbe approved the Parties, but the Landlordwill by not unreasonably withhold,condition or delay its approvalof the sameand in exercising its approval rights, the Landlordwill not diminishthe revenuegeneratingpotential to Tenantsfrom Signageand will not disapproveSignageconsistent with Signagein other Comparable Facilities. Section 6.7 Fulfillment Costs. (a) The Parties acknowledgeand agree that as muchof the Fixed Permanent Signage and Fixed Rotational Signageproduction costs and expenses as possible will be incorporatedinto the Project Budget. (b) The Parties agree that whenFulfillment Costs must be incurred on Fixed Permanent Signage and Fixed Rotational Signage, or NamingRights Signage, such Fulfillment Costs will be subtracted from the total price of the packagesto reimbursethe Party that incurred the samewith the remainderbeing the amountsubject to being split betweenthe Parties as providedherein. Section 6.8 Signage Rate Card. Prior to marketing any Signage, the Tenants shall mutually agree upona rate card for such Signage. When Tenants producethe rate card for the the Signage,they will make their best efforts to outline a benefits package likely to be required to sell each Signagepackageso that net proceeds from Signageand related benefits maybe projected by eachof themprior to the actual sales effort. All shared categories will havea floor mutuallyagreed upon by the Team Rodeofor each sign or marketedproduct below whichthe gross sales price and of shared elementsto be divided among Parties maynot fall. the Section 6.9 Exclusivity Rights. All elementsof product and service provider rights (e.g. soft drink pourage, financial service/ATM services, "official candyprovider," etc.) as well as Exclusivity Rights, BrandingRights, Service Rights and PourageRights and the allocation of the benefits and incometherefrom among Tenants shall be determinedand mutually agreed upon by the the TenantsOna case-by-casebasis and relate exclusively to the interior of the Stadiumand within the Highly Restricted Area, as determined by mutual agreementof the Tenants, unless a to-be negotiated premium with an assigned specific value for the area outside of the Highly Restricted Area is paid to (i) the Rodeoto compensatethe Rodeofor the loss of potential non-exclusive advertisers included on those areas of the Astrodomain Complex outside of the Highly Restricted Area for which Rodeohas use or occupancyrights during its respective Tenant Event Days, or (ii) the Landlordto compensate Landlordfor the loss of potential non-exclusiveadvertisers the included on the rest of the Astrodomain Complex the LandlordEvents. The Tenants agree that for

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they will not structure such Exclusivity Rights, and product and service provider rights so as to negatively impactin any material respect the operating costs of, or the quality of service provided at the Stadium. Neither Landlord, the County, the Complex Manager,Team,nor Rodeoshall take any action, nor allow any other Personwithin its control to take any action, whichwouldinterfere or conflict with any Exclusivity Rights. Any"official category or product" rights that are included in any ExclusivityRights shall applyonly to the interior of the Stadium building or withinthe Highly Restricted Area, as determinedby mutual agreementof the Tenants, and not to the Team Rodeo. or The Exclusivity Rights shall not include any, and the Teamand the Rodeoshall each separately retain for their own benefit, use and sale, all rights to "organizational"exclusivity of the Team and the Rodeo(i.e., the "Official Truckof the HoustonLivestock Show Rodeo"). and Section 6.10 Allocations~ Caps.In return for receiving the allocable portion (capped as provided in Sections 6.3 and 6.4 above) of revenues from Fixed Permanent Signage and Fixed Rotational Signage,the Landlordagrees to, and if applicable, the Landlordshall cause the Complex Manager agree to: to (a) For purposes of calculating the Landlords share of revenues from Fixed Permanent Signage and Fixed Rotational Signage, any up-front or one-time payments relating to the sameshall be treated as if paid in equal annualamounts over the life of the contract to whichsuch rights apply. Landlordshall not be entitled to receive any revenues from Fixed PermanentSignageand Fixed Rotational Signage in excess of an annual cap of $300,000.00;providedthat (i) when revenuefrom the Landlordsshare of revenuesfrom the Fixed PermanentSignage exceeds such cap, such excess shall be allocated fifty percent (50%)to Teamand fifty percent (50%)to Rodeo, and (ii) whenthe Landlords share revenues from Fixed Rotational Signage exceeds the respective maximum amountsallowed under Section 6.3 abovethat are allocable to Landlord,then such excess shall be allocable to either the Team Rodeo,as the case maybe in accordancewith Section 6.3 hereof. The or $300,000.00 shall be adjusted annually (on the anniversaryof the first public Eventdate cap of the Stadium)by the lesser of (a) three percent (3%)per annum, cumulative, or (b) product that results from multiplying the CPIFraction by $300,000.00.The$150,000.00 cap referred to in Section 6.3 aboveshall likewise be increased annually by making similar a calculation; and (b) Honor Exclusivity Rights and NamingRights sold by both the Teamand Rodeoin accordancewith the terms of this Agreement product category protection for and the Naming Rights Licensee as well in the Astrodomain Complex (e.g., if the Stadiumis named "Continental Airlines Stadium,"then Landlordshall not namethe Exhibition Hall [or any other facility on the Astrodomain Complex], "Southwest the Airlines Exhibit Hall"); and (c) Exhibit all Naming Rights, Fixed Permanent Signage, Fixed Rotational Signage, TemporaryAdvertising and TemporarySignage (for the Events to which such Temporary Advertisingand Temporary Signagerelates) at all Eventsunless traditionally and historically banned such Events, (i.e. no alcohol advertising is permittedat religious or at NCAA events); and

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(d) Permit the sale of Temporary Signage and Temporary Advertising at the LandlordEvents so long as the samedoes not conflict with the Exclusivity Rights; and (e) Provide the existing and any newMarqueesto the Teamand Rodeofor Fixed Permanent Signage(and permitting informational notices and the nameof other facilities at the AstrodomainComplex Landlord, as provided above); and by (f) Not permit, directly or indirectly, any Ambush Marketing or in any way devalue any Exclusivity Rights, the NamingRights, Permanent Fixed Signage, Fixed Rotational Signage, Temporary Advertising Signage or TemporarySignage rights or revenues, Sponsorship,promotion,mediaor association rights or revenuesheld by the Team and Rodeo; and (g) Refer to and require all Stadium Users and others having business in contracts concerningthe Stadiumto refer to the Stadiumby the namegranted in the Naming Rights Agreement. ARTICLE 7 FUTURE DEVELOPMENT -Section 7.1 Non-Programmed Space. NoParty shall be entitled to develop, or alter, demolishor construct any improvements nor lease, license or otherwise transfer or allow any in, other Party or other Personto use, any of the Non-Programmed Space, without the prior consent of all Parties. Nouse of any of the Non-Programmed shall conflict with or violate the rights of Space any Party under any of the Principal Project Documents, including, without limitation, Naming Rights, Exclusivity Rights, BrandingRights, PourageRights, Service Rights, Signage, Concession Rights, retail marketing,merchandising, sponsorship rights. and TheParties shall be entitled to share in the expensesand profits of each proposeduse of Non-Programmed on a per capita basis. TheParties shall be entitled to participate in the Space venture created for the development leasing of the Non-Programmed on up to a per capita and Space equal basis or with suchlesser interest as they may individually elect. In the event a Party elects to participate on less than an equal basis with the other Parties, then the other Parties may share the remaininginterests in such venture as they mayagree to among themselves. All expensesof a Party contributed to the development,operation, management, leasing or licensing of Non-Programmed Space for a particular use shall be considered a capital contribution of such Party including incrementalincreases in operating costs of the Landlord(to the extent not recoupedby Landlordas part of the pass-through operating costs paid by any user or licensee of such Space) as a result thereof. Ifa Party is a sole user of the Non-Programmed then the venture betweenall of the Space, Parties shall chargea fair marketrental rate for such SpacefromsuchParty, as such rate is mutually agreed to by all the Parties, but taking into account the length of term, size, location and type of space, improvements, the amenitiesand services to be providedthereto, to the extent not already and providedunder the provisions of the Principal Project Documents. Distributions to the Parties of profits derived from a particular use of Non-Programmed shall be madefirst pro rata to the Space

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Parties who made capital contributions, together with a preferred return to each of such Parties equal to a per annum interest on the capital contributions at a rate to be agreed uponby the Parties, from the time of each expenditurecreating a capital contribution to the time of the distribution returning such capital contribution, and second, to the Parties on a per capita basis. Section 7.2 Astrodomain Complex. Notwithstanding anything to the contrary contained in the Principal Project Documents (other than the Rodeo Lease and the Existing RodeoLease), the Landlord shall be entitled to lease and/or developall areas of the Astrodomain Complex are not that part of or within the Stadium,the HighlyRestricted Area, the Team Facilities, the Rodeo Facilities or the Practice Facilities providedthat: (a) Anysuch lease or development shall be subject to the Rodeosrights under the RodeoLease and the Existing RodeoLease; (b) To the extent any such lease or development would reduce the number parking spaces in the Complex Groundsbelowthose required to be providedto each Tenant in its respective Lease Agreement,the Landlord shall replace such parking spaces with parkingspaces located not materially moredistant or less convenient the Stadium to than the parking spaces so eliminated; (c) Suchlease or development shall not materially alter ingress or.egress to the Stadiumor to the parking areas of the Complex Grounds; (d) Such lease or developmentshall not conflict with, violate or otherwise infringe on any Naming Rights, Exclusivity Rights, Branding Rights, Service Rights, Signage, Advertising, ConcessionRights granted to or by either Tenant, and in connection therewith Landlord shall ensure against Ambush Marketing and Party Ambush Marketing or the breach of any Naming Rights, Pourage Rights, Signage, Advertising, Concession Rights, Exclusivity Rights, Service Rights and/or BrandingRights granted by either Tenant to any Person pursuant to the Principal Project Documents; (e) Such lease or developmentand the uses thereof shall not materially adverselyaffect the aesthetics or exterior appearance the Stadium the visibility of the of or Stadium from Kirby Drive or Loop 610 South; (f) Suchlease or development the uses thereof shall be consistent with a first and class multi-purpose sports and entertainment complex;and (g) To the extent any such lease or development wouldreduce the area available to the Rodeo within the AstrodomainComplex(other than the Landlords Land and the RodeoLand), the Rodeoshall have the right to use an equivalent area in the Additional Parking Land, LandlordsLandor the RodeoLandfor any Permitted Use (as defined in the RodeoLease) during the RodeoTenantEvents, the location of such portion of the Additional

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Parking Eand, LandlordsLandor the RodeoLandso available to the Rodeoto be reasonably acceptable to the Rodeo. Section 7.3 Requestsfor Proposals. In the event that either the Landlordor any Person on its behalf or the County,including the Complex Manager elects to issue a request for proposals or other similar solicitation for the lease or development any portion of the Astrodomain of Complex or otherwisereceives a bonafide inquiry from any Personwith respect to the lease or development of any portion of the Astrodomain Complex, Landlordshall promptlydisclose all details thereof(as such details then exist) to the Tenants pursuant to the provisions of Section 2.2 as an Issue for consideration under and in compliancewith the terms thereof. Section 7.4 Highly Restricted Area. The Landlordshall not be entitled to develop, sell, lease, or otherwise transfer, or develop, demolishor construct improvements any of the Highly on, Restricted Area, without the prior written consentof the Tenants. Section 7.5 Video Production Facilities. The Parties contemplate that the Exhibition Hall includes the development, build-out and equippingof video productionfacilities by the Rodeo for the Rodeosuse and control. The use of such video production facilities by the Teamand the Landlord subject to the Parties reachingan agreement is acceptableto the Rodeo with respect to their participation in the development, build-out and equippingand the respective use thereof. TheParties agree to use commercially reasonable efforts to reach such an agreement.Thefailure of the Parties to reach suchan agreement shall not affect the rights of the Rodeo use and control suchfacilities. to Section 7.6 Tour Theater. The Stadiumincludes a tour theater. The Parties shall each havethe right to the use of the tour theater. Theuse thereof shall be subject to the Parties reaching an agreement mutuallyacceptableto each of the Parties with respect to the sharing of revenuesand operationalcosts related thereto. ARTICLE 8 SUITE AND CLUB LEVEL USAGE Section 8.1 TenantEvents. The Teamand the Rodeoshall have the exclusive right to jointly marketand license forty-seven (47) Suites, or such greater or lesser number the Team as and Rodeomayotherwise agree, from time to time (the "Joint Suites"), whichwill allow Joint Suite licensees to purchaseadmissiontickets to all of the TenantEventsof the Team the Rodeo.All and Suites that are not Joint Suites shall be separately and exclusively marketedand licensed by the Teamand the Rodeofor their respective Tenant Events. The Suites shall be available to Suite licensees at all times during the Lease Term pursuant to the terms of the applicable Suite license agreementsfor the viewing of such Tenant Events. Section 8.2 Landlord Events. When Landlord Event is scheduled to occur, the right a to purchaseadmission tickets thereto for use with any Suite shall be determined follows: (a) first, as the Team the Rodeoshall have the right to allow their Joint Suite licensees to purchasesuch and admission tickets; (b) second, if such admission tickets are not purchased pursuant to Section8.2(a)

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aboveor if any such Suite is not a Joint Suite, then the Team shall havethe right to purchasefor its Suite licensee, or allowits Suite licensee to purchase,suchadmission tickets; and (c) third, if such admissiontickets are not purchasedpursuant to Section 8.2(b) above, then the Rodeo shall have the right to purchase its Suite licensee, or allowits Suite licensee to purchase,suchadmission for tickets. Notwithstanding foregoingto the contrary, in the case of a Special Event, the Landlord the shall have the right to make Suites available to sponsors,promoters,advertisers and other parties associated the with such Special Eventfree and clear of the rights of Tenantsand their respective suiteholders; provided, however,that the terms of Exhibit "M"are fully satisfied and prior to offering admission tickets for suchSuites to the general public for such SpecialEvent(as distinguishedfromadvertisers, promoters, sponsors and other parties related to such Special Event), Landlord shall cause the promoterof such Special Eventto use its goodfaith reasonableefforts to offer admission tickets for such Suites pursuant to the provisions set forth in this Section 8.2 above. The cost of admission tickets to a Suite for LandlordEvents(other than Special Events)shall be the averageprice of all permanentmanifested, lower bowl seat admissiontickets in the Stadiumfor such LandlordEvent and for such Special Eventsoffered to a current Suite licensee shall be the ticket price offeredto the general public by the promotersthereof for Suite tickets. Notwithstandingthe foregoing to the contrary, when SuperBowl scheduledto occur, Landlord a is shall havethe exclusive right to license andsell admission tickets to the Suites, provided that the conditionsset forth in Exhibit "M" fully are satisfied, and providedfurther that such right of Landlordin the case of the SuperBowlis subject to the Teams rights to use at least one-halfof all Suites at no cost (other than the cost of tickets to such Suites, as required by the NFL) the needs of the NFL use space in Suites and rearrange and to Suite usage. Section 8.3 DarkSuites. Except as provided in Section 8.2, if admission tickets to a Suite for a TenantEventor LandlordEventare not purchasedas set forth in Section 8.1 or 8.2, the Suite in question shall be unoccupiedand remain "dark" for the TenantEvent or LandlordEventin question. Section 8.4 MajorConventions.Anything in Section 8.2 above to the contrary, in the case of a MajorConvention,(a) any licensee of a Suite from the Team and/or the Rodeowhois registered attendee of the MajorConvention shall be entitled to use such Suite at no cost other than for Concessions, (b) Landlord and shall license the Suites in the following order: (i) first, Suites havenot been licensed by a Tenant, (ii) second, Suites that are not Joint Suites (and Landlordwill use goodfaith efforts to equally use Suites licensed by the Team Rodeoand avoid overuse of and certain Suites relative to other Suites), and (iii) third, Joint Suites. Section 8.5 MajorLeagueSoccer. In the event a major league soccer franchise that is not ownedby the Team an Affiliate of the Teamuses the Stadiumfor its games,and the Halo or Suites and SkyBoxSuites have been constructed, the Landlordshall have the exclusive right to license to the public or to such major league soccer franchise the Halo Suites and Sky BoxSuites for the viewingof such games.The provisions hereof are subject to the terms of Section 18.22 hereof.

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Section 8;6 Suite Revenues.All Suite revenues from any Tenant Event shall be received by the Tenant holding such Tenant Event. Landlord shall receive all Suite revenues derived from LandlordEvents. Ifa Suite is to be occupiedduring any Event, all admissiontickets for such Suite must be purchased. Section 8.7 Non-Event Suite and Stadium Club Access. (a) Joint Suite LicenseeUse. Onreasonable prior notice to Landlordand subject to the provisions of the Lease Agreementsand Landlords Bookingprocedures, upon the prior approvalof either Tenant, the licensee of a Joint Suite may the Joint Suite and/or use the Club Level on a year-round basis, at any time during normal operating hours of the Stadium for a conference, meeting or other business purposes (subject to applicable Governmental Rules) so long as (x) no Event is being held anytimeduring (or immediately prior to or immediately following)that sametime, (y) with regardto the use of the Joint Suite (in question) the payment Landlordof operating expensescausedby such use and (z) to regard to the use of the Club Level, the paymentto Landlord of a reasonable fee, plus operating expensescausedby such use. Alongwith access to its Suite and/or the ClubLevel pursuant to this Section, the Joint Suite licensee shall have reasonablyfree access to such other areas of the Stadium is necessaryto gain such access to its Suite or the ClubLevel; as however, suchaccess fights shall not interfere with Landlords any Stadium or tenants rights. (b) Other Suite Licensee Use. Onreasonable prior notice to Landlordand subject to the provisions of the Lease Agreements LandlordsBookingprocedures, ifa licensee and of a Suite that is not a Joint Suite desires to use the Suite and/or the Club Level during normaloperating hours of the Stadiumfor a conference, meetingor other business purposes (subject to applicable GovernmentalRules) at a time whenno Event is being held (or scheduled to occur immediately prior to or immediatelyfollowing), such licensee must obtain the prior approvalof the Tenantfromwhichsuch licensee acquiredits license of such Suite and (x) with regard to the use of the Suite in question, pay to Landlordthe operating expenses caused by such use and (y) with regard to the use of the Club Level, payment Landlorda reasonable fee, plus operating expensescausedby such use. Notwithstanding the foregoing, a licensee of a Suite that is not a Joint Suite shall not havethe right to use the Suite and/or Club Level on a Tenant Event Dayof the Tenant from whichsuch licensee did not acquire its license of such Suite. Alongwith access to its Suite and/or the Club Level pursuant to this Section, the Suite licensee shall have reasonablyfree access to such other areas of the Stadiumas is necessary to gain such access to its Suite or the Club Level; however, suchaccess rights shall not interfere with Landlords any Stadium or tenants rights. (c) Sponsor Use. On reasonable prior notice to Landlord and subject to the provisions of the Lease Agreements Landlords Bookingprocedures, if a sponsor of a and Tenant or the Stadiumdesires to use the Club Level during normaloperating hours of the Stadium for a conference, meeting or other business purposes (subject to applicable Governmental Rules) at a time when no Event is being held (or scheduled to occur immediately prior to or immediately following), such sponsor mustobtain the prior approval

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of the Tenantwith whichsuch sponsoris affiliated and pay to Landlorda reasonablefee, plus operating expensescaused by such use. Alongwith access to the ClubLevel pursuant to this Section, the sponsorshall have reasonablyfree access to such other areas of the Stadium as is necessary to gain such access to the Club Level; however,such access rights shall not interfere with Landlordsor any Stadium tenants rights. (d) Revenues. Net Concession Revenues from Consumable Concessions generated from a Suite Licensees use of a Suite during TeamTenant Non-Eventsshall belong one hundred percent (100%) to the Team. Net Concession Revenues from Consumable Concessionsgenerated from a Suite Licensees or a sponsors use of the Club Level during a TeamTenant Non-Eventshall be shared equally between the Teamand the Landlord. During Rodeo Tenant Non-Events, Net Concession Revenues from Consumable Concessions generatedfroma Suite Licenseesuse of a Suite or a Suite Licenseesor Stadium sponsors use of the Club Level shall be allocated as providedin the RodeoLease and the Existing RodeoLease. Section 8.8 HaloSuites and SkyBoxSuites. In the event the Halo Suites and/or the Sky BoxSuites are constructed, they will be licensed by the Tenantsand Landlordin the samemanner as providedin Sections 8.1 and 8.2 for private Suites that are not Joint Suites, unless the Tenants agree otherwise; provided, however,that in any event, in consideration of Landlordsgrant to the Teamof the right of first refusal in connection with the lease or license of the Stadiumfor professional soccer as providedin Section 18.22 hereof Landlordshall have the right to license the Halo Suites and Sky Box Suites for the homegamesof any such soccer franchise; provided, however, that the terms of Exhibit "M" fully satisfied and prior to offering admission are tickets for such Halo Suites and SkyBoxSuites to the general public for such soccer event the franchise owner thereof shall use its goodfaith reasonableefforts to offer admission tickets to the HaloSuites and SkyBoxSuites to current Suite holders. In this regard, the cost of admission tickets to a HaloSuites and SkyBoxSuite shall be the ticket price or Suite price (as the case may offered to the general be) public by such franchise holder for Halo Suites and SkyBoxSuite tickets. Section 8.9 LandlordsSuite. Landlord shall be permitted to utilize one (1) Suite (the location of whichis depicted on Exhibit "N" ("Landlords Suite")) for all Events(other than Super Bowl)at the Stadium. ARTICLE 9 CHANGES~ ALTERATIONS AND ADDITIONAL IMPROVEMENTS Section 9.1 Tenants. Subject to the limitations and requirements contained in this Section 9.1, either Tenant shall have the right at any time and from time to time to (i) request Landlordto makechangesor alterations to the LeasedPremisesso that the LeasedPremises, taken as a whole, and each component thereof, respectively taken as a whole, is not only in First Class Condition, but contains and exhibits those improvements, equipment standards whichare likely and to engenderinterest and increase use among prospective guests, invitees, concessionaires, sponsors andadvertisers (the constructionor installation of any suchchanges alterations referred to in this and

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item (i) being collectively referred to herein as the "RequestedWork"),(ii) makechanges alterations in, to or of its own TenantFacilities (other than the "Tenants Facilities" as definedin the Existing RodeoLease which shall be governed by the terms of the Existing RodeoLease), and (iii) make those changes alterations to the Stadium and whichare describedin item (i) aboveif, after request by such Tenant, Landlordfails to do so (the construction or installation of any such changes and alterations referred to in items (ii) and (iii) abovebeing collectively referred to herein "Additional Tenant Work"). All completed Additional Tenant Workshall becomethe property of Landlord as contemplated in the Lease Agreements. The performance of any Additional Tenant Work a Tenant shall in all cases complywith the following requirementsand conditions: by (a) AnyMaterial Additional Tenant Workshall be subject to the following procedures and requirements: (i) Tenant shall deliver all Additional Tenant WorkDesign Plans regarding the proposed Material Additional Tenant Work to the Landlord Representativeand the TenantRepresentativeof the other Tenant(the "Other Tenant Representative")at least thirty (30) days prior to the commencementany Material of Additional Tenant Work. Uponreceipt from a proposing Tenant of any Additional Tenant WorkDesignPlans regarding proposedMaterial Additional Tenant Work,the LandlordRepresentative and the Other Tenant Representative shall review the same (which review shall be in accordance with Section 20.3 of the TeamLease Agreement Section 21.3 of the RodeoLease Agreement) shall promptly (but and and in any event withinthirty (30) days after receipt) give the proposing Tenantnotice the approval or non-approvalof the LandlordRepresentative and the Other Tenant Representative(in each partys reasonablediscretion), and further, in the event of non-approval,such notice shall set forth in reasonable detail the reasons for such non-approval; (ii) If the LandlordRepresentative or the Other Tenant Representative gives the proposing Tenant notice of the non-approval of any of the Additional Tenant Work Design Plans, the proposing Tenant shall have the right within thirty (30) days after the date of such notice to resubmit any such Additional TenantWork DesignPlans to the LandlordRepresentative and the Other Tenant Representative, modifiedas necessaryin response to the non-approving Representatives reasons for such non-approval, until the Additional Tenant WorkDesignPlans are approvedby the non-approving Representative. All subsequent resubmissions of Additional Tenant WorkDesign Plans by a proposing Tenant must be made within fifteen (15) days after the date that notice of the non-approval receivedfromthe Landlord is Representativeor the Other TenantRepresentativeas to the prior resubmission.Any resubmissionshall be subject to reviewby the LandlordRepresentativeand the Other Tenant Representative (in each partys reasonable discretion) in accordancewith Section9.1 (a)(i), except that the time period for reviewand responseby the Landlord Representativeand the Other Tenant Representative shall be fifteen (15) days; and

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(iii) Uponthe approval by the Landlord Representative and the Other Tenant Representative of the Additional Tenant WorkDesign Plans, the proposing Tenant may commencesuch approved Material Additional Tenant Work and prosecute such approved Material Additional Tenant Workto completion without any further approval by LandlordRepresentativeor the Other TenantRepresentative. (b) Any Additional Tenant Workshall, once commenced,be made with due diligence (subject to ExcusableTenant Delay) and shall be completedin accordance with the provisions of this Agreement a goodand workmanlike in mannerand in compliancewith all applicable Governmental Rules; (c) AnyAdditional Tenant Workshall, whencompleted, be of such a character so as not to (i) reduce the utility of the LeasedPremisesor Concession Improvements below the utility immediatelybefore such Additional Tenant Work,(ii) diminish the rights interests of either Tenantor Landlordhereunderor under any of the other Principal Project Documents, (iii) weakenor impair the structural integrity of the Leased Premises or Concession Improvements; (d) Thecost of any Additional TenantWork shall be paid in cash or its equivalent by the proposing Tenant from its ownfunds (subject to reimbursementin somecases as providedin the relevant Lease Agreement) pursuant to customaryconstruction disbursement procedures for the performance of such work, including taking commerciallyreasonable measures cause the LeasedPremisesto be free fromall Liensor security interests for the to cost of such Additional TenantWork,subject to such Tenants right to dispute any Lien or claim of Lien pursuant to Section 6.4 of the Lease Agreements; (e) All Additional Tenant Work shall, once commenced,be completed accordancewith all Additional Tenant Work Design Plans whichplans shall be reasonably approvedby the LandlordRepresentative and the Other Tenant Representative to the extent such approvalis required herein; (f) Except as set forth below, no Additional Tenant Work shall be performed any time during a scheduled Landlord Event Dayor during any scheduled Tenant Event Day of the other Tenantwithoutthe prior written consentof Landlord such other Tenant, as the or case maybe. To the extent that a Tenant or Landlordbelieves, in such Partys reasonable judgment,that any Additional Tenant Work proposedby the other Tenant mayinterfere with a scheduledEvent, the Additional TenantWork shall be postponedto a later date acceptable to all such affected Parties. Notwithstanding foregoing, a Tenantmayat any time, with the or without the approval of the Landlord or the other Tenant, perform Additional Tenant Work its respective TenantFacilities (other than the "Tenants in Facilities" as definedin the Existing RodeoLease which shall be governedby the terms of the Existing RodeoLease) irrespective of whether such workis performedon a Landlord Event Dayor on a Tenant Event Dayof the other Tenant so long as such Additional Tenant Workdoes not interfere with the Landlordsor other Tenants use and enjoyment the LeasedPremises; provided, of

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however,each Tenantshall makea goodfaith effort to use all reasonablecommercial efforts not to perform Additional Tenant Workon a Landlord Event Dayor on a Tenant Event Day of the other Tenant to the extent the prosecution thereof wouldinterfere, in any material respect with the Eventin question; (g) Notwithstanding the foregoing, Additional Tenant Work shall not classified as Material Additional Tenant Workif such Additional Tenant Workis being performedpursuant to the provisions of Section 17.5 of the Team Lease or Section 18.5 of the RodeoLease; and (h) In the event the Additional Tenant Work materially or adversely effects any ConcessionOperations, Signage, operating costs of the other Tenant, or the other Tenants or Landlordsability to produceits Eventsas historically producedprior to the time in question, Tenant shall deliver all Additional Tenant WorkDesign Plans regarding the proposed Additional Tenant Workto the other Tenant Representative and the Landlord Representative at least thirty (30) days prior to the commencement any such Additional of Tenant Workand receive the approval of such Additional Tenant WorkDesign Plans from the other Tenant Representative and the Landlord Representative as if such Additional Tenant Workwere Material Additional Tenant Work. Section 9.2 Landlord. Subject to the limitations and requirements contained in this Section 9.2, Landlordshall have the right at any time and from time to time to makechangesand alterations in, to or of the LeasedPremises("AdditionalLandlord Alterations"). For purposesof this Agreement, "Additional LandlordWork" shall collectively refer to (x) construction or installation of any Requested Workor Additional Landlord Alterations, (y) Capital Repairs required under Section 6.2 of the LeaseAgreements, (z) any other construction, installation or repair workin, and to or of the Leased Premises or ConcessionImprovements required or permitted to be done as a result of Casualty damage under Article 12 of the Team Lease or Article 13 of the RodeoLease or Condemnation under Article 13 of the Team Lease or under Article 14 of the RodeoLease, as the case maybe. Additional LandlordWorkshall not include any improvements that are madepursuant to the provisions of Section 7.2 hereof. Theperformanceof Additional LandlordWork Landlord by shall in all cases comply with the following requirementsand conditions: (a) AnyMaterial Additional Landlord Workshall be subject to the following procedures and requirements: (i) Landlord shall deliver all Additional Landlord WorkDesign Plans regarding the proposed Material Additional Landlord Work to each Tenant Representative at least thirty (30) days prior to the commencementany Material of Additional Landlord Work.Uponreceipt from Landlord of any Additional Landlord WorkDesign Plans regarding proposed Material Additional Landlord Work, each Tenant Representative shall review the same(which review shall be in accordance with Section 20.3 of the Lease Agreements)and shall promptly (but in any event within thirty (30) days after receipt) give Landlordnotice of the approvalor non-

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approval of each TenantRepresentative(in its sole discretion), and further, in the event of a non-approval, notice shall set forth in reasonabledetail the reasonsfor the any such non-approval; (ii) Ifa Tenant Representative gives Landlord notice of non-approval any of the Additional Landlord WorkDesign Plans, Landlord shall have the right within thirty (30) days after the date of such notice to resubmitany such Additional Landlord WorkDesign Plans to each Tenant Representative, modified as necessary in response to the non-approving TenantRepresentatives reasons for non-approval, until the Additional LandlordWork Design Plans shall be approvedby each Tenant Representative. All subsequent resubmissions of Additional Landlord WorkDesign Plans by Landlordmustbe made within fifteen (15) days after the date that notice the non-approval is received from a Tenant Representative as to the prior resubmission. Any resubmission shall be subject to review by each Tenant Representative (in each partys reasonable discretion) in accordance with Section 9.2(a)(i~, except that the time period for reviewand responseby each Tenant Representativeshall be fifteen (15) days; and (iii) Uponthe approval by each Tenant Representative of the Additional Landlord Work Design Plans, Landlord may commence such approved Material Additional Landlord Work and prosecute such approved Material Additional Landlord Workto completion without any further approval by either Tenant Representative. (b) Any Additional Landlord Workshall, once commenced,be made with due diligence (subject to ExcusableLandlordDelay) and shall be completedin accordancewith the provisions of this Agreement a goodand workmanlike in mannerand in compliancewith all applicable Governmental Rules; (c) AnyAdditional LandlordWork shall, whencompleted, be of such a character as not to (i) reduce the utility of the Leased Premises or Astrodomain Complex,or any portion thereof, below the utility immediately before such Additional Landlord Work, (ii) diminish the rights or interests of either Tenant hereunderor under any of the other Principal Project Documents, (iii) weaken impair the structural integrity of the Leased or or Premises or AstrodomainComplex,or any portion thereof; (d) The cost of any Additional Landlord Workshall be paid in cash or its equivalent by Landlordfrom its ownfunds pursuant to customaryconstruction disbursement procedures for the performance of such work, including taking commerciallyreasonable measuresto cause the LeasedPremisesor Astrodomain Complex, any portion thereof, as or the case may to be free fromall Liensor security interests for the cost of suchAdditional be, LandlordWork,subject to Landlordsright to dispute any Lien or claim of Lien pursuant to Section 6.4 of the Lease Agreements;

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(e) All Material Additional Landlord Workshall, once commenced, completed be in accordance with all Additional Landlord WorkDesign Plans approved by both Tenant Representatives; (f) Subject to the provisions of Sections 10.2.1, 10.2.2 and 10.2.3 of the Team Lease and 11.2.1, 11.2.2 and 11.2.3 of the RodeoLease, no Additional LandlordWork shall be performedat any time during a scheduled Tenant Event Daywithout the prior written consent of the affected Tenant. To the extent that a Tenant believes, in its reasonable judgment, that any contemplatedAdditional LandlordWorkmayinterfere with a scheduled Tenant Event, the Additional LandlordWork shall be postponedto a later date acceptable to all suchaffected Parties; and (g) In the event the Additional LandlordWork materially or adversely effects any Concession Operations,Signage,operating costs of a Tenant, or a Tenantsability to produce its Eventsas historically produced prior to the time in question, Landlord shall deliver all Additional Landlord WorkDesign Plans regarding the proposed Additional Landlord Work to both Tenant Representatives at least thirty (30) days prior to the commencement any of such Additional Landlord Work receive the approval of such Additional LandlordWork and Design Plans from each such Tenant Representative as if such Additional Landlord Work were Material Additional Landlord Work. Section 9.3 WorkPerformed - General Requirements. All Additional Tenant Work and Additional LandlordWork shall be prosecuted with due diligence in a goodand workmanlike (a) mannerin accordance with standard construction practices for construction, repair, renewal, renovation, demolition, rebuilding, addition or alteration, as the case maybe, of improvements similar to the improvements the Astrodomain at Complex the Leased Premises, as the case may or be, using qualified workers and subcontractors, and in compliancewith the provisions of this Agreementand (b) shall be completed with all reasonable dispatch, free of any Liens and encumbrances other than the Permitted Encumbrances any permitted Facility Mortgage. and Section 9.4 Work Permits. Neither Tenants nor Landlord shall do or permit others to do any Additional Tenant Workor Additional Landlord Work,respectively, unless such performing Party shall have first procured and paid for all permits and authorizations then required by all applicable Governmental Authorities for the workbeing performed. The review by Landlord or a Tenantof any matter submittedpursuant to Section 9.1 or Section 9.2 hereof shall not constitute a replacement substitute for, nor otherwiseexcusea Tenantor Landlord,as the case maybe from, nor any permitting processes of Governmental Authorities applicable to the Astrodomain Complex, the LeasedPremises, the Additional TenantWorkor the Additional LandlordWork,as the case maybe. Landlord agrees, with reasonablepromptness after receipt of a written request therefor froma Tenant and at such Tenants reasonable cost and expense, to execute, acknowledge deliver (or to join and with such Tenant in the execution, acknowledgment delivery of) in its capacity as the ownerof and a leasehold interest in the Leased Premises, and to have the County execute, acknowledgeand deliver in its capacity as owner the fee interest in the LeasedPremises,as necessary:(a) any and of all applications for licenses, permits, transfers of permits or other authorizations of any kind or

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character required of a Tenant by any Governmental Authority in connection with any Additional TenantWork (b) easements and and/or rights-of-wayfor public utilities or similar public facilities over and across portions of the Astrodomain Complex a term not exceeding the then remaining for Lease Termof the applicable Lease Agreement which maybe useful and/or necessary in the proper economicand orderly developmentof the Leased Premises. Section 9.5 Increase in Guaranteed Payment. (a) If any changes, alterations or additions to the Leased Premises to performedby a Tenant, or by Landlordat a Tenants request, will result in an increase in Landlords Capital Repair or Maintenance costs, and Landlorddoes not desire to allow or make such change, alteration or addition due to such increased costs, Landlordshall inform the proposingTenantof the amount the expectedadditional capital repair or Maintenance of costs due to such change, alteration or addition and the proposing Tenant shall have the option to either not pursue such change, alteration or addition or to pursue such change, alteration or addition and increase its annual Guaranteed Payment an amount by sufficient, in the reasonable determination of Landlord and the proposing Tenant, to cover such increased costs. If the proposingTenants Guaranteed Payment thus increased, the amount is by which the GuaranteedPaymentis increased shall, whenreceived, be deposited in, and become part of, the Capital Repair ReserveFundto the extent that the increase is due to a increased capital repair costs and/or the Landlordsoperation and Maintenance fund to the extent that the increase is due to increased Maintenance costs. (b) Nothingin this Section 9.5 is meant to, nor shall be construed to, limit Landlordduties and obligations to operate, maintain and repair the LeasedPremisesas set forth in Article 6 of the Lease Agreements. Section 9.6 Statues. In the event that the Team Lease is in force and effect and prior to the Rodeolocating any Statue in the Highly Restricted Area, the Rodeoshall obtain the Teams consent, whichshall not be unreasonably withheld, to the location of such Statue within the Highly Restricted Area. ARTICLE10 USE OF CAPITAL REPAIR RESERVE FUND Section 10.1 Appointment Capital Repair Committee. The Landlord, the Teamand of the Rodeoagree that the Capital Repair ReserveFundmayonly be used to pay for Capital Repair Expensesincurred by Landlordto fulfill its obligations under this Agreement, LeaseAgreements the and the License Agreements. Accordingly,the Parties agree to the appointmentof a Capital Repair Committee (hereinafter referred to as, the "Capital Repair Committee") govern the Landlords to access to and use of the Capital Repair ReserveFundby Landlord. The Capital Repair Committee will be comprisedof three (3) members, with the Landlord, the Team the Rodeoeach selecting and one member. EachParty mayremove replace its member select an alternate at its discretion and and at any time (with notice to the other Parties) so long as the ratio of representation among the

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Landlord, the Teamand the Rodeoremains 1:1:1. TheCapital Repair Committee shall not meet less than onceper month a day and at a time and place agreeable to each of the members the Capital on of Repair Committee. At the first meeting of the Capital Repair Committee, the Capital Repair Committeeshall establish mutually acceptable regular meeting dates, notice requirements for meetings, procedures for the conduct of meetings (which mayinclude the conduct of meetings by telephone and quorumrequirements) and procedures for voting. Onemember the Capital Repair of Committee shall be designated to maintain minutesof all meetings. EachParty shall be entitled to bring before the Capital Repair Committee consideration an item it believes should be considered for by the Capital Repair Committee concerning Capital Repairs and/or Maintenance.As a prerequisite to submitting a matter to the Capital Repair Committee review, the submitting party must submit for a reasonablydetailed proposal with regard to the matter to be considered. Section 10.2 Releaseof Funds. Except as provided belowin Section 10.3, prior to being entitled to withdrawany funds from the Capital Repair Reserve Fundto pay for Capital Repair Expenses,Landlordmust receive the affirmative vote of a majority of the Capital RepairCommittee; provided, however,that the Party whosemember votes in the minority as to any Landlordsaccess to and use of the Capital Repair Reserve Fundmay, at such Partys option, submit the question regarding whetherany particular matter meets the definition of Capital Repair or Maintenance to Fast-Track Arbitration, with the understandingthat the question submitted for resolution will be whetherthe matter in question meets the definition of Capital Repair or Maintenance set out as herein and the decision renderedat the conclusionof Fast-TrackArbitration (and RegularArbitration if such matter is referred to RegularArbitration after the conclusionof Fast-TrackArbitration) will be binding on the Parties notwithstandingthe vote of the Capital Repair Committee. the event In that the Landlordsmember the Capital RepairCommittee of believes that a matter before the Capital Repair Committee constitutes a Capital Repair as defined herein, but such member outvoted by is the other members the Capital Repair Committee, of Landlordshall nonetheless have access to the Capital Repair Reserve Fundto pay for the Capital Repair Expenses actually incurred by the Landlordfor the item voted on by the Capital Repair Committee, providedLandlord(i) notifies the Teamand the Rodeoof such withdrawal at least three (3) days prior to such withdrawal and (ii) submitssuch question to Fast-TrackArbitration within thirty (30) days after Landlordsaccess to the Capital RepairReserve Fund such matter. In the event the decision of the arbitrator (at the for conclusionof Fast-TrackArbitration and RegularArbitration, if such dispute is referred to Regular Arbitration after the conclusionof Fast-TrackArbitration) is that such matter is not properlywithin the definition of Capital Repair, Landlordmust, within ninety (90) days after the rendering of such decision, re-deposit into the Capital Repair ReserveAccount funds withdrawn Landlordwith the by regard to such matter plus an amount equal to the earnings thereon that wouldhavebeen realized had such amountremainedin the Capital Repair Reserve Account. Section 10.3 Committee Approval Not Required. Notwithstanding the approval proceduresoutlined abovein Section 10.2 governingLandlordsaccess to the Capital Repair Reserve Fund, Landlordis not required to seek or obtain the approval of the Capital Repair Committee for (i) a release to Landlordof sumsout of the Capital RepairReserveFundfor Capital RepairExpenses that aggregate less than $250,000.00in any Lease Year (such amount escalate each fifth (5th) to Lease Year by 15% over the amountin effect during the previous period) (the "Approved Amount")

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or (ii) a distribution permitted under Section 12.3.2, 12.3.3, 13.4.2 or 13.4.3 of the Team Lease Section 13.3.2, 14.4.3 or 14.4.4 of the RodeoLease. Landlord must provide the Parties with quarterly written reports as to the use by Landlordof the Capital Repair ReserveFundand indicate on such reports those items allocated to the ApprovedAmount.If any Party disagrees with Landlords use of the ApprovedAmount, such Party may submit such Dispute to Fast-Track Arbitration. Section 10.4 Other Uses of Capital Repair Reserve Fund. Notwithstanding the limitations on the use of the Capital Repair ReserveFundset out in this Agreement, Parties may the agree by unanimousconsent of all members the Capital Repair Committeeto allow Landlord of access to the Capital Repair ReserveFundto (i) fund any purposeto whichthe Parties agree and (ii) finance the cost of worknecessary to (a) meet requirementsimposedprospectively by the or performother workor make alterations to the LeasedPremiseswhich, in each case, are generally implemented other Comparable by Facilities or, (b) meet requirements imposedprospectively the organizations sanctioning professional rodeo events applicable to the Stadium, with the understandingthat Landlordshall have no responsibility under the Principal Project Documents to meet such requirements, perform such workor makesuch alterations absent unanimous agreement of the members the Capital Repair Committee of allowing Landlord access to the Capital Repair ReserveFundto pay for such matters. -Section 10.5 Maintenance. Without limiting the rights and obligations of the Parties as stated elsewhere in any of the Principal Project Documents, Landlord agrees that Landlord will operate and maintain the Astrodomain Complex (including Bookingof Events at the Astrodomain Complex granting rights therein to third parties) so that serving as a site for Football Home and Games,the Spring Rodeo the RodeoFestival, shall be the highest priority uses of the Stadium, and and all other uses shall be plannedso as not to interfere, in any manner,with the conductingof the BookedFootball Home Games,the Spring Rodeoor the RodeoFestival or to damageor impair, in any manner,the condition of the Playing Field during the NFL Football Season. ARTICLE 11 PROCEEDS OF INSURANCE Withoutlimiting Landlordsobligations under the Lease Agreements respect to Casualty with Repair Work,the Insurance Proceeds paid under any insurance policies required under the Lease Agreements(i.e., Section 9.1.1, Section 9.1.2 and Section 9.1.4(d) of the TeamLease or Section 10.1.1, Section 10.1.2 and Section 10.1.4(d) of the RodeoLease) shall be paid to Landlord for deposit into the InsuranceFund.Landlordshall (i) establish and maintainthe InsuranceAccount at an Acceptable Bank for the sole purpose of serving as a segregated fund for the Insurance Proceeds(the "InsuranceFund")and (ii) hold and disburse the InsuranceProceedsdepositedinto Insurance Fundin accordancewith Articles 9 and 12 of the TeamLease and Articles 10 and 13 of the Rodeo Lease. All funds in the Insurance Fund shall be held in escrow by Landlord for application in accordancewith the terms of the Lease Agreements Landlordshall account to and Tenantsfor the sameon a monthlybasis. Thefunds in the InsuranceFundshall be invested only in Permitted Investmentsand all earnings and interest thereof shall accrue to the InsuranceFundand

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shall be available as part of the InsuranceFund.Neither the Landlordnor the Tenantsshall create, incur, assumeor permit to exist any Lien on the Insurance Fundor any proceedsthereof. ARTICLE 12 REVIEW,, ASSIGNMENT AND AMENDMENT OF STADIUM CONTRACTS Section 12.1 Enforcement Contracts. Landlord agrees that Tenants are (and will cause of Tenantsto be named) third-party beneficiaries of all the Stadium Contracts and any other agreements (not otherwise constituting a StadiumContract) with third parties for the design, construction, supply, alteration, improvement, Maintenance or renewal of any portion of the Astrodomain Complex (such agreementsand the StadiumContracts being referred to collectively herein as the "Enforceable Contracts"), and hereby conveys, transfers and assigns to Tenants as of the Commencement the nonexclusive right to enforce, jointly or severally, any and all of the Date, respective obligations of any Person under any such Enforceable Contracts during the Lease Term, including, but not limited to, any and all representations, covenants and warranties thereunder, provided, that a Tenants right to enforce any of the EnforceableContracts during the Lease Term shall be limited to claims arising thereunder after the Commencement for whichsuch Tenant Date has liability under its respective LeaseAgreement, unless an uncuredLandlordDefault shall exist, in whichevent such Tenants rights shall not be so limited. However, neither Tenantsnor Landlord shall have any obligation whatsoeverto enforce any of the Enforceable Contracts. The right of Tenants to enforce the respective obligations of any Person under any Enforceable Contract is independentof and separate from the rights of Landlordto enforce the sameand shall in no manner limit or reduce the rights of Landlordto enforce the same.TheParties covenantand agree that each will cooperate with the other in enforcing any of the terms of such EnforceableContracts, and to promptlynotify the other in writing of any default by any Personunder any EnforceableContractand of the remedy course of action sought by it or to be taken by it in responseto such default. or Section 12.2 Warranty Prosecution. Additionally, the Parties agree to cooperate with each other in prosecutingany and all claims under any and all of the EnforceableContracts (each "Warranty/OtherClaim"). All recoveries from any such Wan-anty/Other Claims shall be applied, first, to the costs of collection, second, on a proportional basis to Landlordand each Tenantto (a) reimburseTenants or Landlord, as the case maybe, for the cost and expensesincurred by such Party in order to (i) replace or supplementany of the goods, equipment services to be provided or under the Enforceable Contract and/or (ii) repair, restore, renew or replace any part of the Astrodomain Complex (including the LeasedPremises but excluding the Practice Facilities) as whichsuch Warranty/OtherClaim relates and whichhave not been paid out of the Capital Repair ReserveFundand (b) to the extent such recoveryis underan EnforceableContract for defects in the design of the Stadiumfor which Landlord maybe entitled to reimbursementfrom a Tenant under Section 6.2.2 of the Lease Agreements relating to such Warranty/Other Claimand for whichTenant itself has no claim for such defect and third, any remainingamountsshall be deposited into the Capital Repair Reserve Fund. Anysuch deposits into the Capital Repair Reserve Fundshall not reduce nor offset the Landlordsobligation to makeor cause to be madedeposits into the Capital Repair Reserve Fund as required pursuant to the terms of the Funding Agreement. Any

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Warranty/Other Claimrelating to the Practice Facility and the proceedsof any EnforceableContract in connection thereof shall be handled and applied as maybe determinedby the Team its sole in discretion without any accountability to the Rodeoor the Landlord. Section 12.3 Approval Utility Providers. Each of the Tenants shall have the right to of approve,fromtime to time, the providersof utility services servicing its TenantFacilities. Landlord agrees that, unless Landlordhas received the prior written approval of the Tenants, Landlordwill not permit or allowany supplier of any of the Utilities or other services providedto the Astrodomain Complex violate any Naming to Rights, Exclusivity Rights, Advertising rights, Pourage Rights, Service Rights or BrandingRights granted to either or both of the Tenants. ARTICLE 13 APPROPRIATIONS Section 13.1 CurrentExpenses. The performance by Landlord of its obligations under this Agreement,the Lease Agreementsand any of the other Principal Project Documents which require an expenditureis subject to the availability of revenuesreceivedby the Landlord and, to the extent such revenuesare insufficient for such expenditure, an Appropriation.Nothingherein shall constitute a pledge by Landlordor the Countyof any funds, other than funds designatedpursuant to lawful Appropriationsfrom time to time to pay any money satisfy any other obligation under any or provision of this Agreement, the Lease Agreementsand any of the other Principal Project Documents. Section 13.2 Notice of Requestfor Appropriation. Prior to anymeetingof the governing body of Landlordduring which it will consider the request to the Countyfor an Appropriation, Landlord shall provide each Tenant with a copy of the request for a proposed Appropriation; provided, however,that no provision of this Agreement, Lease Agreements any of the other the and Principal Project Documents,shall be construed to be an obligation of Landlord to obtain an Appropriation, or to obligate Landlordin any waywhich wouldresult in the obligations of this Agreementconstituting indebtedness on the part of the County in violation of any applicable GovernmentalRules. Section 13.3 Results of Non-Appropriation. Non-Appropriationoccurs in response Ifa to a request for a proposedAppropriation,Landlordshall provide each Tenant and, during the Bond Insurance Period, BondInsurer with written notice of such Non-Appropriation or before the on twentieth (20th) day after the Non-Appropriation. Non-Appropriation No shall constitute a Landlord Default under the Principal Project Documents until such time as an UntenantableConditionresults or there is otherwise an Event of Default by Landlord under the Principal Project Documents. Thereafter each Tenant thereunder shall have the rights and remedies afforded to it under its respective Lease Agreement,and the Team Rodeoshall have the rights and remedies afforded and to themunder the Project Agreement.To the extent that a Tenant terminates its respective Lease Agreementand within one (1) year of such termination Appropriations are madeto fund the performance obligations of Landlordunder the Principal Project Documents of whichAppropriations relate to any obligations of the Landlordwhichobligations were not performed the Landlorddue by

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to a Non-Appropriation, Landlordshall immediatelyprovide written notice thereof to each Tenant whereupon terminating Tenantshall havethe exclusive right within sixty (60) days of receipt the written notice fromLandlordof the making such Appropriation elect to enter into newPrincipal of to Project Documents Landlordon the sameterms and conditions as previously set forth therein. with In the event such Tenantfails to deliver the foregoingnotice to Landlordwithin such sixty (60) day period, it shall be deemed have waivedsuch right to elect to enter into newPrincipal Project to Documents Landlord.In the event a terminatingTenantelects to exercise such right and option, with Tenant and Landlord shall promptly thereafter execute and enter into an amendment such to Principal Project Documents reinstating each of the Principal Project Documents its terms and to conditions that existed immediately prior to the termination. ARTICLE 14 EVENT OF DEFAULT Section 14.1 Events of Default. Theoccurrence of any of the following shall be an "Event of Default" by a Party: (a) Thefailure of a Party to pay any of its monetary obligations to another Party under this Agreement due and payable if such failure continues for ten (10) days after when a Party gives notice to the defaulting Party that such amountwasnot paid whendue; (b) Thefailure of a Party to performeach and every non-monetary obligation, covenantandagreement f suchP arty i f suchfailure i s not remedied o withinthirty (30) days after anotherParty gives notice to the defaulting Party of such failure; (c) Anymaterial representation or warrantyconfirmedor madein this Agreement by a Party shall be found to have been incorrect in any material respect whenmadeor deemedto have been madeif such failure is not remediedwithin thirty (30) days after another Party gives notice to the defaulting Party of such failure; (d) Theexistence of a breach or default by such Party under any of the Principal Project Documents,other than the Existing RodeoLease (after the expiration of any applicable notice and cure period); or (e) The (i) filing by any Party of a voluntary petition in bankruptcy; (ii) adjudication of such Party as a bankrupt; or (iii) the filing of any petition or other pleading in any action seeking reorganization, rearrangement, adjustment, or composition of, or in respect of such Party under the UnitedStates Bankruptcy Codeor any other similar state or federal law dealingwithcreditors; rights generally,unless withinsixty (60) daysafter suchfiling such proceeding discharged;or (iv) appointment a receiver, trustee or other is of similar official of such Party or its property. Section 14.2 Landlords Remedieswith respect to Tenants. Uponthe occurrence of an Eventof Default by a Tenant, such an Eventof Default shall constitute a Tenant Default under its

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Lease Agreement with Landlordand Landlord may, in its sole discretion, pursue any one or more of Landlords remedies for such Tenant Default under such Lease Agreement. Section 14.3 Tenants Remedieswith respect to Landlord. Uponthe occurrence of an Eventof Default by Landlord,such Event of Default shall constitute a LandlordDefault under each of the LeaseAgreements, the Tenantsmay,at their respective sole discretions pursueany of the and remedies for such Landlord Default under their respective Lease Agreements. Section 14.4 Tenants Remedieswith respect to other Tenant. Uponthe occurrence of an Eventof Default by a Tenant, the non-defaultingTenantmay,at its sole discretion, exercise any and all other remediesavailable to such Tenantagainst the defaulting Tenantat law or in equity, but subject to any limitations thereon set forth in this Agreement any of the Principal Project or Documents. Section 14.5 Cumulative Remedies.Subject to the provisions of this Article 14 and any applicable limitations set forth in the Lease Agreements, each right or remedy a Party provided of for in this Agreement any of the other Principal Project Documents or shall be cumulativeof and shall be in addition to everyother right or remedy a Party providedfor in this Agreement, the of and exercise or the beginningof the exercise by a Party of any one or moreof the rights or remedies providedfor in this Agreement shall not precludethe simultaneous later exercise by a Party of any or or all other rights or remedies provided in this Agreement hereafter existing at lawor in equity, for or by statute or otherwise. Section 14.6 Indirect Damages. EXCEPT AS EXPRESSLYPROVIDEDIN THE LEASE AGREEMENTSTO THE CONTRARY, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY UNDER ANY PROVISION OF THIS AGREEMENT FOR LOST OR PROSPECTIVE PROFITS, OR FOR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, IN CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT CAUSED BY OR RESULTING FROM SUCH PARTYS OWN, SOLE OR CONCURRENT NEGLIGENCE OR THE NEGLIGENCE OF ITS AFFILIATES OR RELATED PARTIES, INCLUDING CLAIMS OF THE OTHER PARTY ARISING OUT OF THIRD PARTY CLAIMS. Section14.7 Declaratory_ InjunctiveRelief. In addition to the remediesset forth in this or Article 14, the Parties shall be entitled, in any circumstancesthey maydeem appropriate, without the necessity of proving irreparable harm,balance of claims, consideration of the public interest, establishing that monetarydamages inadequateor the posting of a bond, to seek (i) injunctive are relief, whetherprohibiting or mandating,action by the other Party for any Eventof Default of the other Party or as otherwiseexpressly providedherein or (ii) declaratory relief with respect to any matter under this StadiumTri-Party Agreement the other Principal Project Documents. or Each of the Parties herebyagrees and irrevocablystipulates that the rights of each Party to injunctive relief pursuant to this StadiumTri-Party Agreement, including this Section 14.7 and the other Principal Project Documents shall not constitute a "claim" pursuant to Section 101(5) of the United States

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Bankruptcy Codeand shall not be subject to discharge or restraint of any nature in any bankruptcy proceedinginvolving the Party to whichany such injunctive relief applies. Section 14.8 Interest on Overdue Obligations and Post-Judgment Interest. 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 Interest 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 Interest Rate pursuant to this Agreement shall not excuseor cure any default hereunder. All payments shall first be applied to the paymentof accrued but unpaidinterest. The amountof 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 Agreement shall bear interest thereafter until paid at the Interest Rate. Section 14.9 No Waivers. (a) General.Nofailure or delay of any Party, in any one or moreinstances, (i) exercising any power, right or remedyunder this Agreement (ii) in insisting uponthe strict or performance another Party of such other Partys covenants, obligations or agreements by under this Agreement, shall operate as a waiver, discharge or invalidation, thereof, nor shall any single or partial exercise of any such right, poweror remedyor insistence on strict performance, or any abandonment discontinuanceof steps to enforce such a right, poweror remedy to enforce strict or or performance, preclude any other or future exercise thereof or insistence thereuponor the exercise of any other right, poweror remedy.The covenants, obligations, and agreementsof a defaulting Party and the rights and remediesof another Party upona default shall continue and remainin full force and effect with respect to any subsequentbreach, act or omission. (b) No Accord and Satisfaction. Without limiting the generality of Section 14.9(a), the receipt by a Party of any paymentrequired hereunder with knowledge a of breach by the paying Party of any covenant, obligation or agreementunder this Agreement shall not be deemedor construed to be a waiver of such breach (other than as to the required payment received). The paymentby a Party of any paymentrequired hereunder with knowledge a breach of by the receiving Party of any covenant, obligation or agreementunder this Agreement shall not be deemed construed to be a waiver of such breach. Noacceptance by a Party of a lesser sumthan or then due shall be deemed be other than on accountof the earliest installment of the amounts to due under this Agreement, nor shall any endorsement or statement on any check, or any letter accompanying check, wire transfer or other payment,be deemed accord and satisfaction. A any an Party mayaccept a check, wire transfer or other payment withoutprejudiceto its right to recover the balance of such installment or pursue any other remedyprovided in this Agreement. Section 14.10 Effect of Termination. the Landlordor a Tenant elects to terminate this If Agreement pursuant to its rights or remediesunder the Principal Project Documents, obligations the of the terminating Party to the other Parties under this Agreement the other Principal Project and Documents shall, on the effective date of such termination, terminate (except for the obligations herein that expressly are to survive termination hereof). Termination a Partys obligations under of

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this Agreement shall not alter the then existing claims, if any, of the terminatingParty or the other Parties for breachesof this Agreement occurringprior to such terminationand the obligations of the Parties hereto with respect thereto shall survive termination. Section 14.11 Waiver of ConsumerRights. THE PARTIESAGREE THATTHETEXAS DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTIONACT, SECTION 17.41 ET SEQ. BUSINESS & COMMERCE CODE DOES NOT APPLY TO EITHER LANDLORDOR TENANTS SINCE NONE OF THEM QUALIFIES AS A "CONSUMER" UNDER SECTION17.45(4) THEREOF. Section 14.12 CourtProceedings. Subject to the agreement the Parties contained in this of Agreement regarding arbitration and other alternative proceduresfor dispute resolution, any Action or Proceedingagainst any Party arising out of or relating to this Agreement any transaction or contemplated hereby or any judgmententered by any court in respect thereof maybe brought in any federal or state couit located in the City, and each Party hereby submits to the nonexclusive jurisdiction of such courts for the purposeof any such Action or Proceeding. To the extent that service of process by mail is permitted by applicable law, each Party irrevocably consents to the service of process in any such Actionor Proceedingin such courts by the mailing of such process by registered or certified mail, postageprepaid, at its address for notice providedfor herein. Each Party irrevocably agrees not to assert any objection that it may ever haveto the laying of venueof any such Actionor Proceedingin any federal or state court located in the City, and any claim that any such Actionor Proceedingbrought in any such court has been brought in an inconvenientforum. EachParty agrees not to bring any action, suit or proceedingagainst the other Party arising out of or relating to this Agreement any transaction contemplated or herebyexcept in a federal or state court located in the City. Section 14.13 AttorneysFees. If any Party places the enforcementof this Agreement,or any part thereof, or the exercise of any other remedy herein providedfor such default, in the hands of an attorney whoinstitutes an Action or Proceedingupon the same(either by direct action or counterclaim), non-prevailing the Party shall pay to the prevailingParty its reasonableattorneys fees and costs of court. In addition to the foregoingawardof attorneys fees to the prevailing Party, the prevailing Party shall be entitled to its attorneys fees incurred in any post-judgment proceeding to collect or enforce the judgment. This provision is separate and several and shall survive the expiration or earlier termination of this Agreementor the merger of this Agreementinto any judgmenton such instrtunent. Section 14.14 Cross-Defaults. Additionally, the Parties acknowledgeand agree that a default (subject to any applicable notice, grace or cure periods) by the Landlordunder any of the Principal Project Documents whichit is a party shall constitute a default under all such Principal to Project Documents well as an Event of Default under this Agreement. Similarly, a default as (subject to any applicable notice, grace or cure periods) by the Team Rodeo,as the case maybe, or underany of the Principal Project Documents whichit is a party shall constitute a default by that to Party under all such Principal Project Documents whichit is a party; provided,however, to that such a default shall not be construedas a default by the other Tenantunder any of the Principal Project

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Documents whichit is a party or this Agreement to unless such other Tenanthas actually defaulted under such documents. ARTICLE 15 DISPUTE/DEADLOCK RESOLUTION PROCEDURES Section 15.1 Settlement by MutualAgreement. the event any dispute, controversy or In claim between Parties arises under this Agreement is connectedwith or related in any wayto the or this Agreement any right, duty or obligation arising herefromor the relationship of the Parties or hereunder (a "Dispute or Controversy"), including, but not limited to, a Dispute or Controversy relating to the effectiveness, validity, interpretation, implementation, termination, cancellation or enforcement this Agreement, Parties shall first attemptin goodfaith to settle and resolve such of the Dispute or Controversyby mutual agreementin accordancewith the terms of this Section 15.1. In the event a Disputeor Controversy arises, either Party shall havethe right to notify the other Parties that it has elected to implement procedures forth in this Section15.1. Withinfifteen (15) days the set after delivery of any suchnotice by one Party to the other Parties regardinga Disputeor Controversy, the LandlordRepresentative and the Tenant Representatives, as the case maybe, shall meet at a mutuallyagreedtime and place to attempt, with diligence and goodfaith, to resolve and settle such Dispute or Controversy. Shoulda mutual resolution and settlement not be obtained at the meeting of the LandlordRepresentativeand the TenantRepresentatives, as the case may for such purpose be, or should no such meeting take place within such fifteen (15) day period, then any Party may notice to the other Party or Parties submitthe Dispute or Controversyto arbitration in accordance with the provisions of Section 15.2 belowand Exhibit "A". Upon receipt of notice of referral the to arbitration hereunder,the receiving Party or Parties shall be compelled arbitrate the Disputeor to Controversy accordancewith the terms of this Section 15.1 and Exhibit "A"without regard to the in justiciable character or executory nature of such Dispute or Controversy. Section 15.2 Arbitration. Each Party hereby agrees that anyDisputeorControversywhich is not resolved pursuant to the provisions of Section 15.1 aboveshall be submitted to binding arbitration hereunderand if submittedshall be resolvedexclusivelyand finally throughsuch binding arbitration in accordancewith the Arbitration Procedures; provided, however,that no decision or ruling of an arbitration shall impose requirement a Party to give notice or a cure period where a for no such requirement or cure period is established by this Agreement. This Section 15.2 and Exhibit "A" constitute a written agreementby the Parties in question to submitto arbitration any Dispute or Controversy arising after the Effective Date within the meaning Section 171.001of the of Texas Civil Practice and RemediesCode. Section 15.3 Emergency Relief. Notwithstanding any provision of this Agreementto the contrary, any Party mayseek injunctive relief or other formof ancillary relief at any time fromany court of competent jurisdiction in Harris County,Texas. In the event that a Dispute or Controversy requires emergency relief before the matter maybe resolved under the Arbitration Procedures, notwithstandingthe fact that any court of competentjurisdiction mayenter an order providingfor injunctive or other formof ancillary relief, the Parties expresslyagree that the Arbitration Procedures

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will still govem ultimate resolution of that portion of the Dispute or Controversynot resolved the pursuant to said court order. ARTICLE 16 PROPRIETARY, AND TRADE SECRET INFORMATION

CONFIDENTIAL,

Section 16.1 Acknowledgmentof Confidential Nature of Agreements. The Parties acknowledge agree that agreementsentered into by the Tenants, individually and jointly, with and private entities pursuant to the rights of the Tenants hereunder and under the Principal Project Documents, together with any and all information and documents related thereto, including without limitation, any agreementsrelating to Naming Rights, Advertising, Signage, Sponsors, Branding Rights, Service Rights, PourageRights and any rights granted pursuant to the Astrodomain Joint MarketingTerms Conditions("Private Contract Rights") will contain confidential, proprietary, and and trade secret information.TheParties acknowledge third parties may that restrict the distribution to or by the Parties of information, documentsand contracts in order to protect confidential, proprietary, and trade secret information. Section 16.2 Audit. The Tenants shall cause an annual audit of all paymentsowedto the Landlord under the Principal Project Documents be performed by a third party independent to certified public accounting firm, and shall cause such firm to provide a letter to the Landlord confirmingthe accuracy of the Landlordsreceipt of any funds owedpursuant thereto. In addition, the Landlord shall havethe right to engagea third party independent certified public accounting firm to discuss with the third party independent certified public accountingfirm engagedby the Tenants for the purposeof confirmingthe conclusionsof the Tenantsindependent certified public accounting firm regarding the paymentsmade the Tenantsto the Landlord. TheParties acknowledge by that the Tenants will require any third party independentcertified public accountingfirm engagedby the Landlord,to the extent permittedby law, to enter into a confidentiality agreement acceptable to the Tenantsrequiring that all confidential, proprietary and trade secret informationnot be disclosed. Exceptas providedabove, Landlordshall haveno right to audit or reviewthe information, records, and contracts relating to the Private Contract Rights or any sums owedto Landlord under the Principal Project Documents. the event that MBIA In requests the Tenants to provide access for MBIA (during the BondInsurance Period) to review the results of such audit, the Tenants shall reasonably cooperate with MBIA providing such access and review to MBIA; in provided, however, in no event shall MBIA the right to obtain or retain a copythereof unless MBIA executed have has the letter attached as Exhibit "P", and in any event any such reviewof informationby MBIA shall be subject to the standard confidentiality proceduresfrom time to time implemented MBIA by with respect to informationof this type. Section 16.3 Opiuion Request. If any Person requests the Landlord or any of its agents to disclose any informationof a confidential, proprietary or trade secret nature with respect to the Private Contract Rights under the Texas Public Information Act (Tex. Govt. Code Ann. Sec. 552.001et seq.) or equivalent or successor statute (the "OpenRecordsAct"), prior to makingany such disclosure the Landlord shall notify the Tenantsof such request in writing within five business days of receipt of such request, and the Tenants shall notify the Landlordin writing whetherthe

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Tenants desire that the Landlord request a determination from the Texas Attorney General as to whether the requested information must be disclosed pursuant to the OpenRecords Act. If the Tenantsso notify the Landlord, the Landlordshall provide all assistance to the Tenantsneededto provide for the drafting of an open records opinion request (the "Opinion Request") so that the OpinionRequest maybe completedand filed with the Texas Attorney General within ten business days after the initial receipt of the request for the informationby the Landlordor otherwise as required by law. The Landlord and the Tenants shall file the Opinion Request with the Texas Attorney General within ten business days after the information request was received by the Landlord.After the OpinionRequestis so filed, each Party shall cooperatewith each other Party in preparingappropriate responsesand/or filings to the TexasAttorneyGeneraland to any other Person with respect to the information request and OpinionRequest, including any appeals involved with respect thereto, to prevent the disclosure of such information.EachParty shall also cooperatewith each other Party and use reasonable efforts to promptlyidentify any possible third party whose privacy or property interests maybe compromised any such informationrequest in order to enable by the Landlordto timely furnish to any such third party any statutory notice required by the Open Records Act and to seek any applicable exemptionsfrom disclosure under the OpenRecords Act. ARTICLE 17 ASSIGNMENT Section 17.1 Assignments of the Teamand Rodeos Interest. Except as otherwise permittedby this Article 17 or Section 5.10 hereof or unless such Transferis a PermittedTransfer, the Teamand Rodeomaynot (and the Teamand Rodeoeach agree that they will not), voluntarily, involuntarily, by operation of law or otherwise,sell, assign or transfer their respectiverights under this Agreement (each, a "Transfer")(i) withoutfirst obtainingthe consentof the other Parties, which consent shall not be unreasonably withheld, delayedor conditioned, and (ii) only in connectionand concurrentwith a transfer of all such Tenantsrights and obligations underall of the other Principal Project Documents accordancewith the terms of such other Principal Project Documents. in Subject to the provisions of this Agreement the other Principal Project Documents, Teamand the and the Rodeo shall each have the right to sublicense all or a part of the rights granted to each of them pursuant to this Agreement. such sublicense will release the sublicensing Party of any of such No Partys obligations hereunder. Section 17.2 Releaseof the Team Rodeo.NoTransfer shall relieve the transferring and Tenantfrom any of its obligations under this Agreement except and to the extent such transferring Tenant is released under the applicable Lease Agreement connection with such Transfer. in Section 17.3 Transfers by Landlord.Except as otherwise permitted by this Article 17, Landlord shall not (and Landlordagrees that it will not) voluntarily, involuntarily, by operation law or otherwise, sell, assign or otherwisetransfer this Agreement any of its rights, obligations or or duties under this Agreement "LandlordTransfer") without first obtaining the consent of the (a Tenants and, during the BondInsurance Period, the BondInsurer, which consent maybe withheld in Tenantsor Bond Insurers sole discretion. Notwithstanding precedingrestrictions on Landlord the Transfers, the consentof the Tenantsand, during the BondInsurancePeriod, the Bond Insurer to the

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following Transfers shall be deemed have been obtained, provided no uncured Event of Default to of Landlordfor whichthe Tenants havedelivered notice to Landlordshall then exist: (a) Facility Mortgagespermitted pursuant to the terms of Article 15 of the Team Lease and Article 16 of the Rodeo Lease; (b) a LandlordTransfer that is in connectionand concurrentwith (i) a transfer of of Landlords rights and obligations under the Lease Agreementsin accordance with the terms thereof and (ii) a transfer of all of Landlords rights and obligations underall of the other Principal Project Documents accordance with the terms of such other Principal Project Documents;and in (c) any assignment rights hereunderto the County a County of or Affiliate that is in connectionand concurrentwith a transfer of all of Landlords rights and obligations under all of the other Principal Project Documents accordancewith the terms of such other Principal Project Documents. in Section 17.4 Release of Landlord.NoLandlord Transfer shall relieve Landlord from any of its obligations under this Agreement except and to the extent Landlord released underthe Lease is Agreementsin connection with such Landlord Transfer. ARTICLE 18 MISCELLANEOUS Section 18.1 Interdependenceof Documents.The Parties acknowledgeand agree that this Agreement,and the other Principal Project Documents mutually interdependent and are are intended to be read together, but, except as maybe expressly provided to the contrary in this Agreement,in the event of any inconsistency or conflict amongthis Agreementand the other Principal Project Documents, terms of this Agreement the shall control. Section 18.2 TenantCoordinationClause. Each Tenant agrees that, to the extent that either Tenant is named third-party beneficiary to any service contract (including any contract a entered into by Landlord with a Complex Manager), equipmentlease, maintenanceand warranty contract or other material contract relating to the Astrodomain Complex goods or services or providedthereto whichrelate to the Tenants operations and whichaffects in any material respect the rights and interests of the other Tenant (collectively referred to herein as the "Stadium Contracts"), the Tenantsshall coordinatewith each other to enforce any rights that either Tenantmay be entitled to under such agreements the benefit of both Tenantsor for the benefit of the other for Tenant, at the other Tenants request and expense. Section 18.3 Coordination on Amendments. Parties acknowledge and agree that The simultaneously with or prior to the executionof this Agreement, Landlordhas entered into the Lease Agreements pursuant to whichthe Tenantswill, subject to the terms of this Agreement, conducttheir respective Tenant Events at the Stadium (commencing with the Substantial Completionof the Project) and the Astrodomain Complex. Landlord will provide a proposed version of any amendment modification of either Lease Agreement the Teamand Rodeoor to the Existing or to RodeoLease before the execution thereof in order that the Team Rodeomay, as the case may and be, review the samefor inconsistencies betweenthe terms of such amendment modification and or the Principal Project Documents. EachTenantwill notify Landlordpromptlyif such Tenantdiscerns any of the foregoinginconsistenciesin order to resolvesuch inconsistenciesto the satisfaction of all Parties prior to the execution of such amendment. executed amendment modification to a No or

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Lease Agreement-willbe valid or enforceable to the extent such amendment modification is or inconsistent with the rights of the other Tenantunder its respective LeaseAgreement the other and Principal Project Documents, unless the other Tenanthas given its prior written consent thereto. EachTenant will be furnished with a copy of any signed amendment modification to the other or Tenants respective Lease Agreementor to the Existing RodeoLease promptly after the full executionthereof. Section 18.4 Alcoholic Beverage Permits. If at anytime before or during the Lease Term, a Tenant or any of its Space Tenants, concessionaires or other users of any portion of the AstrodomainComplex denied the issuance or renewal of any permit or license required by are applicable Governmental Rule in order for alcoholic beverages (including wine, beer and mixed beverages) to be sold in or uponany portion of the Astrodomain Complex in the case of Team, or, the Practice Facilities, for consumption or uponsuch areas on the basis of the proximityof such in areas to any churches,schools, day care centers or other facilities or uses, Landlord will cooperate with such Tenantand any of the affected SpaceTenants, concessionairesor other users of such areas in their efforts to obtain a variance and/or exemptionfrom any Governmental Authority necessary to obtain any such permit or license for the sale of alcoholic beveragesand the Tenantin question shall reimburse Landlord for the reasonable out-of-pocket costs and expenses incurred by it in connectionwith the foregoing. Moreover,in general the Parties agree to coordinate and cooperate with each other in connectionwith a Partys efforts to secure the issuance or renewalof any permit or license required by applicable Governmental Rule in order for alcoholic beverages (including wine, beer and mixedbeverages)to be sold by such Party in or uponany portion of the Astrodomain Complex. Section 18.5 SignagePermits. If at any time before or during the Lease Term, a Tenant or any of its Space Tenants, concessionaires or other users of any portion of the Astrodomain Complex denied the issuance or renewal of any permit or license required by applicable are Governmental in order for Signageto be erected in, on or uponany portion of the Astrodomain Rule Complex the extent such Party is permitted to erect such Signagepursuant to the terms of this (to Agreement, Landlord will cooperate with Tenant and any of its Space Tenants, sponsors, concessionairesor other users of such areas in their efforts to obtain a variance and/or exemption from any Governmental Authority necessary to obtain any such permit or license for Signage and Tenant shall reimburseLandlordfor the reasonable out-of-pocket costs and expensesincurred by it in connectionwith the foregoing. Section 18.6 Olympic Games. Parties will use reasonable efforts to accommodate The the use of the Stadiumand any other portion of the Astrodomain Complex the Olympic for Games the if sameis awardedto Houston, Harris County, Texas. The Parties agree that any use, renovation, improvement expansion of the Stadium or any other portion of the Complex or Groundsfor the Olympics will not, without the prior written consentof the Tenants, (a) unreasonably interfere with the Tenants use of the Stadiumor any other portion of the Complex Grounds conflict with the nor terms of the Lease Agreements,(b) unreasonably adversely affect the marketing or use of the Stadiumor any other portion of the Complex Grounds professional football or rodeo use or their for operationstherein, (c) causethe Tenantsto hold their TenantEventsat anotherlocation nor (d) cause the Team the Rodeo relocate its businessor football operations to another location. TheParties or to

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will worktogether in good faith on any scheduling matters relating to the use of the Complex Groundsand the AstrodomainComplex the Olympics, including, without limitation, working for with the NFL scheduling (but not the elimination) of Football Home on Games as to reasonably so accommodate use of the Complex the Grounds, the AstrodomainComplex the Stadium for the and Olympics. Section 18.7 Opening Night Co-Promotion. Parties shall coordinate with each other The on the planningand staging of the grand openingactivities plannedfor the Stadiumand shall, upon terms mutually acceptableto the Parties, co-promote entertainment all activities relating to the same. Section 18.8 Designated Index. To the extent that the DesignatedIndex referenced in the LeaseAgreements ever discontinued and a comparable is index is not published by an agencyof the United States, the Parties shall mutuallyagree on a newindex that is published in a responsible financial periodical of recognizedauthority. Section 18.9 Relationshipof the Parties. The relationship of the Tenants and Landlord under this Agreement that of independentparties, each acting in its ownbest interests, and is notwithstandinganything in this Agreement any of the other Principal Project Documents the or to contrary, no partnership,joint ventureor other businessrelationship is established or intendedhereby among the Tenants and Landlord. Section 18.10 Representations Regarding Individual Capacity. Each individual executingand delivering this Agreement behalf of a Party herebyrepresents to the other Parties on that such individual has all requisite powerand authority to executeand deliver the sameand to bind such Party hereunder. Section 18.11 Waiver Immunity.Each of the Parties unconditionally and irrevocably: of (a) Agreesthat the execution, delivery and performance it of this Agreement by constitute private, proprietary, and commercial rather than public or governmental acts acts; (b) Agrees that should any Actions or Proceedings be brought against it or its assets in relation to this Agreement any transaction contemplated or hereunder, no immunity (sovereign or otherwise)from such Actions or Proceedings (which shall be deemed include, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment,execution or other enforcement)shall be claimed by or on behalf of itself or withrespectto its assets; (c) Waivesany such right of immunity (sovereign or otherwise) whichit or assets nowhas or mayacquire in the future; and (d) Consentsto the enforcement any arbitral awardor judgmentagainst it of any suchproceedings to the giving of any relief or the issue of any process in connection and with any such proceedings.

62

Section 18.12 Notices. All notices, consents, directions, approvals, instructions, requests and other communications given to a Party under this Agreement shall be given in writing to such Party at the address set forth in AppendixC of the respective Lease Agreement at such other or address as such Party shall designate by written notice to the other Party to this Agreement may and be (a) sent by registered or certified U.S. Mailwith return receipt requested,(b) deliveredpersonally (including delivery by private courier services) or (c) sent by telecopy (with confirmationof notice) to the Party entitled thereto. Suchnotices shall be deemed be duly givenor made three to (a) (3) BusinessDaysafter posting if mailed as provided, (b) whendelivered by hand unless such is not a Business Day, in which case such delivery shall be deemedto be madeas of the next succeedingBusinessDayor (c) in the case oftelecopy(with confirmationof such notice), when sent, so long as it wasreceived during normalBusiness Hoursof the receiving Party on a BusinessDay and otherwise such delivery shall be deemed be madeas of the next succeeding Business Day. to EachParty hereto shall havethe right at any time and fromtime to time to specify additional Parties ("Additional Addressees")to whom notice hereundermust be given, by delivering to the other Party five (5) days notice thereof setting forth a single address for each such Additional Addressee; provided, however,that no Party hereto shall have the right to designate morethan two (2) such Additional Addressees. Section 18.13 Severability. If any term or provision of this Agreement, the application or thereof to any Person or circumstances, shall to any extent be invalid or unenforceable in any jurisdiction, as to such jurisdiction, the remainder this Agreement, the application of such term of or or provision to the Personsor circumstancesother than those as to whichsuch term or provision is held invalid or unenforceable such jurisdiction, shall not be affected thereby, and each term and in provision of this Agreement 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 unenforceable such provision in any other jurisdiction. To the extent permittedby applicable law, the Parties herebywaiveany provision of law that renders any provision thereof prohibited or unenforceablein any respect. Section 18.14 Entire Agreement,Amendment Waiver. Except for the PSLMarketing and Agreement,the PSLEscrowAgreement,the Interlocal Agreement (the latter being limited to the relationship betweenthe Sports Authority and the Landlord)and the Parking Letter, each of which shall survive the executionand delivery of this Agreement accordance in with the terms thereof, this Agreement, together with the other applicable Principal Project Documents constitutes the entire agreement the Parties hereto and thereto with respect to the subject matter hereof and supersedes of all prior written and oral agreementsand understandings with respect to such subject matter, including, but not limited to, the Existing Letter Agreement. Neither this Agreement any of the nor terms hereof, including, this Section 18.14, maybe amended,supplemented,waivedor modified orally, but only (i) by an instrumentin writing signed by the Party against whichthe enforcement the amendment, supplement,waiveror modification shall be sought and (ii) with the written consent of BondInsurer, if such amendment, supplement, waiver or modification is madeor given during the BondInsurance Period and (x) modifies any rights of any of the Parties to terminate this Agreement beyondwhat is expressly provided in this Agreement,(y) modifies any rights of Bond Insurer or any obligations to BondInsurer expressly provided in this Agreement,or (z) without limiting clauses (x) and (y), amends, supplements, waives or modifies Sections 9.3 or 9.4,

63

Sections 10.3 or 10.5, Article 11, Section 13.3, Article 14, Article 15, Article 17, Sections 18.1, 18.11, 18.13, 18.14, 18.17 or 18.20, Exhibit A or any defined terms used in or relating to such provisions. Withrespect to any consent required under the preceding clause (z), the BondInsurer agrees not to unreasonablywithholdits consent. Section 18.15 Incorporation of Appendicesand Exhibits. All Appendicesand Exhibits attached to this Agreement, those expressly incorporated from any other agreementsuch as the and LeaseAgreements, incorporatedherein by this reference in their entirety and made part hereof are a for all purposes. Section 18.16 Table of Contents;Headings.Thetable of contents, if any, and headings, if any, of the various articles, sections and other subdivisionsof this Agreement for convenience are of reference only and shall not modify,define or limit any of the terms or provisions hereof. Section 18.17 Parties in Interest; Limitation on Rights of Others. The terms of this Agreement shall be binding upon, and inure to the benefit of, the Parties and their permitted successors and assigns. Nothingin this Agreement, whetherexpress or implied, shall be construed to give any Person(other than the Parties and their permittedsuccessorsand assigns and as expressly providedherein) any legal or equitable right, remedy claim under or in respect of this Agreement or or any covenants, conditions or provisions containedherein or any standing or authority to enforce the terms and provisions of this Agreement.Notwithstandingthe foregoing, the Countyshall be entitled to enforce the obligations of a Tenantunder this Agreement the event that an Event of in Default by a Tenant occurs and remains uncured and, during the BondInsurance Period, Bond Insurer may exercise its rights and enforce its rights and any obligations to BondInsurer expressly providedin this Agreement shall also be an expressthird-party beneficiary to exercise its rights and and to enforce its rights and obligations to Bond Insurer expressly providedfor in this Agreement, including Section 18.14. Section 18.18 Method and Timingof Payment.All amountsrequired to be paid by any Party to the other Party under this Agreement shall be paid in such freely transferable coin or currencyof the UnitedStates as at the time of payment shall be legal tender for the payment public of and private debts, by wire transfer, or other acceptable method payment,of immediately of available federal funds to the account set forth in Appendix to the respective Lease Agreements to such A or other accountlocated in the UnitedStates as such Party may specify by notice to the other Parties. If any payment under this Agreement required to be madeon a day other than a BusinessDay, the is date of paymentshall be extended to the next Business Day. Section 18.19 Counterparts.This Agreement be executed by the Parties in separate may counterparts, each of which whenso executed and delivered shall be an original, but all such counterparts shall together constitute one and the sameAgreement.All signatures need not be on the samecounterpart. Section 18.20 Governing Law. THIS AGREEMENT, ANDTHE ACTIONSOF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND

64

CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (EXCLUDING PRINCIPLES OF CONFLICT OF LAWS). Section 18.21 Interpretation and Reliance. Nopresumption will apply in favor of any Party in the interpretation of this Agreement, Lease Agreements any of the other Principal the or Project Documents in the resolution of any ambiguityof any provisions thereof. or Section 18.22 Right of First Refusal. If at any time prior to December 2005 Landlord 31, and/or the Complex Manager receive an offer from any Personto lease or license any portion of the Complex Grounds, Astrodomain Complex and/or the Stadiumto a major league soccer franchise on a seasonal basis, whichoffer the Landlordor the Complex Manager willing to accept (an "Offer"), is then, in such event, such parties shall first makeavailable to the Teamand/or its Affiliates (collectively, for purposesof this Section18.22, the "Optionees"), opportunityto lease or license the the use of the Stadiumuponthe terms containedin said Offer, plus a one-timepayment Landlord to in an amount equal to the sum of ONE HUNDRED THOUSAND ANDNO/100 DOLLARS ($100,000.00)(the "ToppingFee") payable at the sametime that the Team such Affiliate enters or into a bindinglease or license with Landlord suchpurpose,but in all cases, subject to the rights, for titles and interests of the Tenants under the Principal Project Documents. the event that the In Landlordor the Complex Manager receives such an Offer, then they (as the case maybe) shall notify the Optionees,of the existence of the Offer, the identity of the prospectivelessee or licensee under the Offer and a description of all material terms of the Offer and, to the extent available, copies of any proposeddocumentation related to the Offer (the "Noticeof Offer") and the Optioneesshall have a period of one hundredtwenty (120) days from the date of receipt by the Optioneesof the Notice of Offer (including copies of any proposed documentationrelated to the Offer) within which determineif the Optioneeswishto accept such opportunityto lease or license the Stadiumfor such purposeand to so notify Landlord. Thefailure of the Optioneesto deliver notice of acceptanceof such opportunity to Landlord within the period set forth above shall be deemeda waiver by the Optioneesof such opportunity whereupon Landlordshall be free to proceedwith the Offer with such third party offeree uponthe sameterms and conditions as set forth in the Offer but in all cases, subject to the rights, titles and interests of the Tenantsunder the Principal Project Documents. Thereafter, in the event that Landlordfails to consummatetransaction with such third party upon a the sameterms and conditions as and within the time period for performance forth in the Offer set and such third party or any other third party submits an additional offer to lease or license any portion of the Complex Groundsfor such purpose, whetherupon the sameterms or uponterms other than those containedin the Offer, the Landlord shall first offer to make such further opportunityto lease or license the Stadiumfor professional soccer to the Optionees, uponthe sameterms and conditions as contained in the amended revised Offer plus the ToppingFee for the Optionees or reconsiderationunder the sameterms and conditions as providedfor above, but in all cases, subject to the rights, titles and interests of the Tenantsunder the Principal Project Documents. Section 18.23 Permitted Encumbrances. the extent the Tenants are granted any To personal or intangible property rights from Landlordpursuant to the terms of this Agreement, such right shall be subject to the PermittedEncumbrances, such term is defined in the applicable Lease as Agreement,to the extent such Permitted Encumbrances valid, subsisting and enforceable. are

65

IN WITNESS WHEREOF, this Agreement has been executed by the Parties Effective Date. HARRIS COUNTYSPORTS & CONVENTION CORPO TION

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HOUSTON NFL HOLDINGS, L.P. By: RCM Sports & Leisure, L.P., Its general partner By: Houston NFLHoldings GP, L.L.C., Its general partner

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EXHIBIT A ARBITRATION PROCEDURES

TheArbitration Procedures(herein so called) to be used in connectionwith any Dispute Controversyunder this Agreement shall be those Arbitration Procedures set out and described on Appendix to the Team D Lease or the RodeoLease, as applicable, as if such Arbitration Procedures appliedto all Parties.

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EXHIBIT E EXISTING RODEOLEASE 1. Memorandum Agreement dated March 5, 1964 by and between the Houston Sports of Association, Inc., a Texascorporation ("HSA") Rodeo,joined in by County,a certified and copy of said instrument being filed for record on November 1992, under Clerks File 10, No. N950789,Real Property Records of Harris County, Texas. Supplement to Memorandum Agreementdated April 13, 1964 by and between HSA of and County, joined in by Rodeo,a certified copy of said instrument being filed for record on November 1992, under Clerks File No. 950790,Real Property Recordsof Harris County, 10, Texas. Letter Agreementby and between HSA and Rodeo dated August 17, 1967. Letter Agreementbetween HSA and Rodeodated February 13, 1969. Letter AgreementbetweenAstrodome-AstrohallStadium Corporation, a Texas corporation and successor in interest to HSA ("AASC") Rodeodated April 10, 1974. and Commissioners Court Order Relating to Various Facilities at Stadium Park dated November 14, 1974, a certified copy of said instrument being filed for record on November 1992, under Clerks File No. N950791 the Real Property Recordsof Harris 10, of County, Texas. Second Supplement to Memorandum Agreement dated November 14, 1974 by and of betweenAASC Rodeo,joined in by the County,a certified copy of said instrument being and filed for record on November 1992, under Clerks File No. N950791,Real Property 10, Records of Harris County, Texas. Third Supplement to Memorandum Agreementdated November 1974 by and between of 14, AASC Rodeo,joined in by the County, a certified copy of said instrument being filed and for record on November 1992, under Clerks File Nos. N950791 N950792 the Real 10, and of Property Records of Harris County, Texas. Letter Agreementbetween HSA and Rodeodated January 19, 1981. Letter Agreementbetween Rodeoand the County dated December5, 1988. Agreementby and between the County and Rodeodated February 14, 1989. Agreementby and between the County and Rodeodated November 21, 1989.

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EXHIBIT L ASTRODOMAIN JOINT 1. Definitions. (a) "Excluded Marketing Rights" means (i) JMATemporary Advertising and JMA Temporary Signageduring an Event, (ii) fights to the Astrodome, ExpositionCenter, or Astroarena to the extent there is a New of the entirety of any such Other Use Building (except the JMA Naming Rights related to the Exposition Center and the other JMA Rights related to the presence of the holder of such JMA Naming Rights granted by the Tenantsto such holder as described on Schedule1 hereto shall not be an ExcludedMarketingRight), (iii) rights to any major addition to or expansion the ExpositionCenter to the extent there is a New of any such majoraddition to Use or expansion the ExpositionCenter, (iv) rights to newbuildings constructedat the of Complex Grounds(except for a newbuilding to replace the Stadiumand except as to the Astroarenaand the ExpositionCenter, newbuildings constructed to replace the Astroarena or the Exposition Center that do not constitute a NewUse), and (v) marketing for a category that is withdrawn by Landlord as set forth Paragraph11 hereof. "Exposition Center" meansthe exposition hall currently known "The I-:Iarris as CountyExposition Center" whichis currently under construction by Landlordwithin the Astrodomain Complex which will replace the Astrohall. and "JMA Advertising" means,collectively, all advertising, sponsorshipand promotional activity, JMA Signage, messagesand displays of every kind and nature, whethernow existing or developed in the future, including, without limitation, permanent, non-permanentand transitory JMA Signage or advertising displayed on permanent or non-permanent advertising panels or on structures, portions of the Joint Marketing Area, fixtures or equipment (such as scoreboardadvertising and canopy advertising); audio or video public address advertising and message board advertising; programs; electronic insertion and other formsof virtual signage;advertising on or in schedules, admission tickets and yearbooks;all other print and display advertising; promotional events sponsored by advertisers; advertising display items worn or carried by concessionaires or personnel (such as ushers and ticketakers) engaged in the operation of any Event; and logos, slogans or other formsof advertising affixed to or included with such items including but not limited to: cups, hats, T-shirts; advertising of concessions(including menu boards and point of purchaseconcession advertising within the Joint MarketingArea); advertising through JMA Broadcast Rights; advertising through JMA Telecommunications Rights; advertising through any website or equivalent electronic informationdistribution system maintainedby or on behalf of Landlord with respect to all or any part of the Joint Marketing Area; MARKETING TERMS AND CONDITIONS

(b)

(c)

and other concession, promotional or premium items, excluding JMANaming Rights, BrandingRights, Service Rights and Pourage Rights. (d) "JMA BroadcastRights" means and all of the rights to the full and exclusive use any and enjoyment and to control, conduct, lease, license, grant concessions with of, respect to, sell, benefit, and enter into agreementswith respect to, all radio, television, computer network and other electronic broadcasting, film or tape reproductions,closedcircuit, cable or pay television or radio rights and similar rights by whatevermeansor process, nowexisting or hereafter developed, for preserving, transmitting, disseminating or reproducingfor hearing or viewingLandlordEvents and/or other Landlordactivities at the Joint MarketingArea, including broadcast (analog, digital or HDTV), terrestrial cable, microwave,multipoint distribution services (MDS),multichannel MDS (MMDS), satellite television systems (STV) satellite master antenna televisions systems (SMATV), fiber optic, the WorldWide Web,Internet, computernetwork, computeron-line applications, direct broadcast satellite (DBS), LMDS, Narrowand Broadband Services, transmission directly so-called "backyard"TVRO receiving dishes, any video dialtone system, open video system (OVS),DPS,Pay-Per-View, radio, and by meansof any similar or dissimilar electronic, analog, digital or other formof distribution means known hereafter now or invented. "JMA MarketingTurnoverDate" shall have the meaninggiven to it in Paragraph 8. "JMANamingRights" means the right to assign and designate the names, trademarks, service marks, logos, symbols, slogans, designs or other meansof identification for the Joint MarketingArea except for the Stadiumand the Highly Restricted Area, which rights have been granted to the Tenants elsewhere in the Principal Project Documents (the "JMA Names");give or designate attributions for the Joint MarketingArea except for the Stadiumand the Highly Restricted Area; display the JMA Names designations on or from the Joint MarketingArea; use, and mark and associate the JMA Nameswith merchandise and services; from time to time to changethe JMA Names designations; and contract from time to time with or a Person or Persons on such terms as Tenantsdetermine with respect to the naming of the Joint MarketingArea except for the Stadiumand the Highly Restricted Area.

(e) (f)

(g) "JMA Rights" shall have the meaning given in Paragraph 2 hereof. (h) "JMA Signage" meansall signage and any and all other media(whether nowexisting or developedin the future) used for JMA Advertising or marketingpurposes in the Joint MarketingArea and/or the Marquees,including, but not limited to, any such signage or other JMA Advertising medialocated in or on the Joint MarketingArea, the scoreboard, the video boards (including "JumboTron"-typescreens), JM_A Advertising signs, banners or displays, time clocks, messageboards, billboards, public address announcements, and any other media (whether nowexisting or

developedin the future) located in, on or upon the Joint MarketingArea and the Marqueesthrough which a Person holding rights pursuant to an agreement with another advertises or markets or mayadvertise or market any products, services, events or any other items. (i) "JMA Sponsors"shall have the meaninggiven to "Sponsors", except that references to Signageand Advertising shall be replaced by references to JMA Signageand JMA Advertising. "JMA Telecommunications Products or Services" meanslocal and long-distance land line and wireless telephoneservices, yellowpages and directory services (including on-line and Internet based), networkintegration, inside wiring and cabling, fiber deployment,basic networkinfrastructure, public communications, telephones, pay calling cards (including prepaid), voice mail, Internet services, programming, transmission of voice and data, interactive communications,virtual reality or enhancements the same, land line and wireless video and data services, cable and of wireless television services, paging services, homesecurity services and telecommunications equipment any other similar or related products or services. and "JMA Telecommunications Rights" means and all of the rights to the full use and any enjoyment and to control, provide, conduct,lease, license, grant concessionswith of, respect to and contract for, JMA Telecommunications Products or Services to or for the Joint Marketing Area, including the right to sell or license the right to provide JMA TelecommunicationsProducts or Services on an exclusive or nonexclusive basis. "JMA Temporary Advertising" meansJMA Advertising in or on the Joint Marketing Area in connection with any Event which is to be removedor terminated at the conclusion of such Event. "JMA TemporarySignage" means JMA Signage in or on the Joint Marketing Area in connection with any Event which is not permanentlyaffixed and which will be removed terminatedat the conclusionof such Event, including, withoutlimitation, or video commercials other electronic display recognition, sponsoredvignettes or and kiosks, temporary banners, stage signage, chuckwagonsigns, blimp signs and JMA Signageon Eventparticipants. "Joint Marketing Area" means the Astrodomain Complex(which includes the Stadium and the Other Buildings) and the Complex Grounds. "MarketingContracts" shall have the meaninggiven in Paragraph2 hereof.

(j)

(k)

(1)

(m)

(n)

(o)

(p) "New Use" means:

(i)-

as to the Astrodome, replacement,material renovationor expansion the its for purpose of (i) changingits primary use to a use other than as a spectator facility or (ii) allowinga newprimarytenant whowill not use the Astrodome as a spectatorfacility; as to the Astroarena,its replacement,material renovation or expansion(but not any replacement, renovation or expansionmadeby or for the benefit of the Rodeo)for the purposeof changingits primaryuse to a use that does not include (A) a use by the Rodeoas a venuefor commercial exhibits, horse livestock exhibitions or livestock or horse auctions, (B) concerts for up 10,000spectators or (C) exhibitions, expositions, trade showsand similar types of events for a capacity no greater than the current capacity of the Astroarenaas of the Effective Date; or as to the ExpositionCenter, (i) any replacementor material renovation (but not a major addition or expansion)for the purpose of changingits primary use to a use that does not include a use by the Rodeoor other Persons as a venuefor exhibitions, trade shows similar types of events, or (ii) any major or addition to or expansionof the ExpositionCenterthat is in the nature of an extensionto or a newsection of the ExpositionCenterfor a primaryuse that does not include a use by the Rodeo or other Persons as a venue for exhibitions, expositions, trade shows similar types of events, such as, but or not limited to, an arena (other than a replacementof the Astroarena that includes one of the uses listed in clauses (A) (B) or (C) of subparagraph above), a shopping mall or a theater but only with respect to such addition or expansion.

(ii)

(iii)

2.

Landlordhereby grants to the Tenants on an exclusive basis the right to jointly market, negotiate and enter into agreements("MarketingContracts") coveringand licensing all JMA NamingRights, Branding Rights, Pourage Rights, Service Rights, JMA Signage, JMA Advertising, JMA Sponsorsand other marketingrights to the Joint MarketingArea (except for the Excluded Marketing Rights), that are not otherwisegrantedto, or retained by, Tenants pursuant to the other Principal Project Documents (collectively, the "JMA Rights"), or, as necessary, to exercise those JMA Rights themselves; provided, however,that the Marketing Contracts covering and licensing the BrandingRights, PourageRights and Service Rights or the Tenants use of the JMA Rights shall not be structured by the Tenants so as to negatively impactin any material respect the operating costs of the Joint Marketing Area, Landlords ability to meetits maintenance operating standardsunder the Principal Project and Documents the quality of services provided at the Joint MarketingArea. In addition, or Landlord herebygrants to the Tenantson an exclusive basis the right to jointly bind Landlord to comply with the terms of such Marketing Contracts, provided that such Marketing Contractsshall comply with the proviso in the precedingsentence, and providedfurther that the operational aspects of such Marketing Contracts are dealt with as set forth in Paragraph 3 hereof.

3.

Landlordwill enter into, on its ownbehalf, and performon its behalf and on behalf of the Tenantsall operating agreementsassociated with any MarketingContracts (i.e. service and fulfillment), all at Landlordssole cost and expense. The Parties have agreed that the JMA Naming Rights category of JMA Rights is fixed at the annual rate of $750,000 for the period commencing day after the JMA the Marketing Turnover Date and endingon the expiration of the Team Lease, subject to Paragraph9(b) and Paragraph15 hereof. The Parties have agreed on the annual minimum rates set forth below for payments to Landlordunder MarketingContracts with respect to each of the followingcategories of JMA Rights, howsoeverallocated amongthe various componentsof JMA Rights: Category_ Technology Energy Telecommunications Beverages All other categories, in the aggregate Rate $300,000 $400,000 $425,000 $125,000 $400,000

4.

5.

6.

Landlord shall have the right to disapprove a Marketing Contract that is otherwise in compliance with Paragraph2 hereof only if it proposesthe sale of a category of JMA Rights for an amount that is less than the annual minimum set forth in Paragraph5 hereof for rate that category. Subject to Paragraphs 9(c) and 9(d) hereof, the Tenants shall have obligation to makeany paymentto Landlord for any category of JMA Rights unless the Tenants enter into a MarketingContract covering such category of JMA Rights. The Parties will mutually agree on the amountand nature ofJMA Signagein, on or at the Other Buildings and the Joint Marketing Area granted pursuant to MarketingContracts. Landlord will bear the cost of construction, installation and maintenance such agreed-upon of JMA Signage. TheParties will mutuallyagree on the rates for all JMA Signagein, on or at the Other Buildings and the Joint MarketingArea granted pursuant to MarketingContracts. Notwithstanding anythingin the Principal Project Documents the contrary, Landlordshall to retain the rights to marketand sell or license all Branding Rights, PourageRights, Service Rights, JMA Signage, JMA Advertising, JMA Sponsor and other marketing rights (but not JMA Naming Rights)included in the JMA Rights, and retain all revenues therefrom, through the later of July 31, 2002and the date immediatelypreceding the Substantial Completion Date (such later date being the "JMA MarketingTurnoverDate"); provided, however, all contracts entered into by Landlordgranting such rights shall terminate on or before the JMA Marketing Turnover Date.

7.

8.

9.

(a)

TheTenantsshall collect all gross revenuesderived from the MarketingContracts, except as provided in Paragraph8. TheTenantsshall have the right to sell and license the JMA Naming Rights as of the Effective Date. The Tenants shall pay Landlord an aggregate amountof $500,000 for the MarketingContract covering the JMA Naming Rights category for the period commencing with the Effective Date through the JMA Marketing Turnover Date, such amountto be paid in a lumpsumnot later than 90 days after the execution of the Marketing Contract covering the JMA Naming Rights. For the period beginning the day after the JMA Marketing Turnover Date, the Tenants shall pay Landlordfor the JMA Rights the following percentages of annual net revenues from JMA Rights (annual gross revenues from MarketingContracts less commissions paid to third parties and agencyfees), except that the amountpaid to Landlordfor the JMA Naming Rights category of JMA Rights shall be limited to the fixed annual rate of $750,000as specified in Paragraph4: 100% annual net revenues up to $1,000,000; of 75%of annual net revenues in excess of $1,000,000and up to $3,000,000; and (iii) 65%of annual net revenues in excess of $3,000,000; (i) (ii) provided, however,that in no event shall the amountowedto the Landlordfor any 12-month period under this Paragraph9(c) be less than $750,000.Eachof the levels set forth in subsections through(iii) above a "breakpoint" collectively, (i) is and, are "breakpoints". TheTenants agree to use their goodfaith reasonable efforts to enter into MarketingContracts that are net of third party commissions agency and fees.

(b)

(c)

(d)

Paymentsowedby the Tenants to Landlord as provided under Paragraph9(c) above shall be required to be made only after gross revenuesare collected and net revenues are determined by the Tenants; provided, however, the Tenants shall makesuch paymentsto the Landlord as soon as commerciallypracticable after revenues are received by the Tenants.

10.

TheTenantsshall use goodfaith reasonable efforts to license the categories of JMA Rights (together with the similar rights granted to Tenants elsewhere in the Principal Project Documents) the entire Joint MarketingArea. Nevertheless, the Tenants shall have the for right to "break up" the Joint Marketing Areato license one or morecategories of JMA Rights on less than a Joint MarketingArea-widebasis (or without the similar rights granted to Tenants elsewherein the Principal Project Documents) the Tenants are able to maximize if the value for a category by doing so; provided, however,that the Tenantsmaynot "break up" (i) the right to provide(whetheror not a Service Right) networkintegration, inside wiring and cabling, fiber deployment,basic network infrastructure, public communications, pay

telephones, and related telecommunications equipmentfor the entire Joint MarketingArea or (ii) ServiceRights to providechilled water, electric and natural gas service to the entire Joint MarketingArea. In the event the Tenants "break up" the Joint MarketingArea for a particular category of JMA Rights, the Marketing Contracts for such category will nevertheless provide for the annual minimum for such category that is set forth above, rate unless the Landlordagrees otherwise. Notwithstanding such right of the Tenants to "break up" the Joint Marketing Area for a particular category of JMA Rights, the Tenantsshall use their goodfaith reasonableefforts to license all suchJMA Rightsat prices that are reflective of the market value of such JMA Rights. 11. If the Landlord determinesthat it is in the best interest of the Landlord the Landlord for to sell or license on its ownone or moreof the categories of JMA Rights, the Landlordshall have the right, subject to a mutuallyagreeable procedureestablished by the Parties and the obligations of the Parties under then existing MarketingContracts, to "take back" such JMA Rights, but not the JMA Naming Rights or the Telecommunications Energycategories of or JMA Rights. In the event the Landlordexercises such right, the "breakpoints" set forth in Paragraph 9(c) hereof for paymentsowedto the Landlord shall be reduced by the annual minimumrate for the category of JMARights which the Landlord "takes back". Notwithstandingsuch right of the Landlord to "take back" one or morecategories of JMA Rights, the Landlord shall use its goodfaith reasonableefforts to sell or license such rights in a manner that will allow the Tenantsto license the remainingJMA Rights and the Service Rights and related BrandingRights granted to, or retained by, the Tenantselsewherein the Principal Project Documents on or at the AstrodomainComplex Complex in, and Grounds at prices that are reflective of the market value of such remaining JMA Rights and the Service Rights and related BrandingRights. The Tenants agree that nothing herein will waive or limit in any way the rights and obligations of the Parties under the Principal Project Documents related to Ambush Marketingand Party Ambush Marketingor rights not included in the JMA Rights. In this regard, the Landlordagrees with respect to any LandlordEvent and the Tenants agree with respect to each of their respective Tenant Events that JMA Temporary Advertising and JMA Temporary Signagewill not be in conflict with (i) the JMA Rights or the similar rights grantedto, or retained by, the Tenantsunderthe other Principal Project Documents (ii) the or provisions of Section 5.8 of the Stadium Tri-Party Agreement; provided, however, advertising in Eventprogramsshall not be deemed violation of Exclusivity Rights. a At such times during the Termas any MarketingContract expires or is renegotiated by the Tenants, the Landlordshall have the right to reset the annual rate assigned under Paragraph 5 above to the category of JMA Rights to which such MarketingContract applies, subject to the approvalof the Tenants. If a newbuilding (other than the Stadiumor the Exposition Center) is constructed at the Complex Grounds,the Tenantsshall have a right of first offer to purchasethe JMA Rights therefor not otherwisegranted to Tenantshereunder. If there is a New of the Astrodome Use

12.

13.

14.

or the Astroarenaor a New of the Exposition Center as a result of any major addition Use to or expansionof the Exposition Center, the Tenants shall have a right of first offer to purchasethe JMA Rights therefor not otherwise granted to Tenantshereunder. If there is a New Use of the entirety of Exposition Center as a result of a replacement or material renovation of the Exposition Center (but not a major addition or expansion), the Tenants shall continue to have the JMA Naming Rights and other JMA Rights to the Exposition Center that are not ExcludedMarketingRights and shall have a right of first offer to purchase other JMA Rights therefor not otherwise granted to Tenants hereunder. If the primary use of the entirety of Stadiumchanges, on a permanentbasis, the Tenants shall continue to have all of the JMA Rights therefor. 15. The fixed annual rate for the JMA Naming Rights specified in Paragraph4 above has been established based on the assumption that the Stadium, the Exposition Center and the Astroarena will continue in existence during the Term,that the Tenants will retain the JMA Naming Rights for the Stadium, notwithstanding a change of its primary use, on a permanentbasis, and the Exposition Center, notwithstanding a New of the Exposition Use Center as a result of a replacement material renovation thereof(but not a majoraddition or or expansion),and that there will be no New of the Astroarena.In the event that (i) Use Stadium closed or demolished not replaced or the primaryuse of the Stadium is and changes, on a permanent basis, or (ii) the ExpositionCenter is closed or demolished not replaced, and or (iii) the Astroarenais closed or demolished not replaced, or (iv) there is a New and of the ExpositionCenteras a result of a replacement material renovationof the Exposition or Center (but not a majoraddition or expansion), or (v) there is a New of the Astroarena Use or the Astroarena closed or demolished replacedwith a facility that constitutes a New is and Use, then the fixed annual rate for the JMA Naming Rights will be subject to renegotiation by the Parties as to suchfacility or the applicableportionthereof. In the eventthat any of the Stadium,the Exposition Center or the Astroarenais closed or demolishedand with respect to the Stadium, replaced with a newfacility that does not changethe primary use of the Stadium,on a permanent basis, and with respect to the ExpositionCenter or the Astroarena, replacedwith a facility that doesnot constitute a New Use, then the fixed annualrate for the JMA Naming Rights will not be subject to renegotiation by the Parties. The annual minimum rates for the categories of JMA Rights specified in Paragraph5 above and the breakpoints set forth in Paragraph9(c) above have been established based on the assumptionthat the Stadium, the Exposition Center and the Astroarena will continue in existence during the Term,that the Tenantswill retain such other categories of JMA Rights for the Stadium,notwithstandinga changein its primaryuse, and that there will be no New Useof the ExpositionCenter or the Astroarena.In the event that (i) the Stadiumis closed or demolishedand not replaced or the primary use of the Stadiumchanges, on a permanent basis, or (ii) the ExpositionCenter is closed or demolished not replaced or there is and New of the ExpositionCenter as a result of a replacement material renovation thereof Use or (but not a majoraddition or expansion),or (iii) the Astroarenais closed or demolished not replaced, there is a New of the Astroarenaor the Astroarenais closed or demolished Use and replaced with a facility that constitutes a New Use, then the annual minimum rates for

16.

Schedule 1 JMANamingRights and other JMARights as to Exposition Center JMANaming Rights 1. Designation of the Exposition Center identification, including without limitation, the Exposition Center name, Exposition Center logo and Exposition Center marks. Exterior Signagedisplaying the Exposition Center logo and/or Exposition Center markson the exterior of the ExpositionCenter as agreedby the Parties. Integration of the Exposition Center marksin a prominentmannerinto exterior directional and customer service Signage on and around the Exposition Center and on the Exposition Centerentry gates. Exposition Center logo placementon the roof of the Exposition Center. ExpositionCentermarkplacement each of the exterior entrances to the ExpositionCenter. at ExpositionCentermarkplacement each of the interior entrances of the ExpositionCenter. at Exposition Center markplacement in each meeting roomwithin the Exposition Center. Exposition Center logo and Exposition Center marks incorporated into each and every web site, if any, developed or used to promotethe Exposition Center or events held at the Exposition Center. Additional interior Signagedisplaying the Exposition Center markswithin the Exposition Center as agreedto by the naming rights holder and the Parties. Placement of Exposition Center nameand/or Exposition Center marks on uniforms and badges wornby ushers, parking attendants, ticket takers, concessionaires, guest relations employees,and security and maintenancepersonnel. Placement of Exposition Center nameand Exposition Center marks on all cups, napkins, food wrappers, food trays, and other general concessionitems whichare dispensed for use exclusively within the AstrodomainComplex an AstrodomainComplex or facility. Placement of the Exposition Center name and Exposition Center marks on all printed materials used in connectionwith the promotionand/or operation of the Exposition Center (such as letterhead, stationery, business cards, brochures, promotionalitems, marketing

2.

3.

4. 5. 6. 7. 8.

9.

10.

11.

12.

materials, event schedules,public relations and official statements,including mediareleases, issued by the Tenants). 13. Theright to haveany vendorselling hats, T-shirts or other merchandise exclusively within the ExpositionCenter to offer for sale, in addition to any other merchandise offered, hats, T-shirts or other merchandisethat prominently bears the Exposition Center nameand/or Exposition Center marksl Right to require all persons involved in promoting,publicizing or reporting events at the AstrodomainComplex at an AstrodomainComplex or facility to committo refer to and identify the Exposition Center only by the Exposition Center name, including having the Tenantsrefer to the name placing the condition of the use of the name agreements and in and conditioningthe granting of mediapasses on its use.

14.

Other JMARights 1. Adesignated area between3,600 and 5,000 square feet in size, agreed uponby the Parties, within the Exposition Center whichprovides the namingrights holder a prominentpresence and exhibit space (the "ExpositionCenter Entitlement Zone"). Thenamingrights holder may use the ExpositionCenter Entitlement Zone,subject to the Parties approval, as an exhibit area to portray key business initiatives of the namingrights holder in a captivating, interactive manner. Placementof interactive kiosk units at or in the Exposition Center, at the namingrights holders expense,subject to the agreement the Parties. of Such additional optional modifications or elements to ensure the namingrights holders "presence"at the ExpositionCenteras are agreeduponby the Parties, such as, but not limited to, engrainedor woven marksof the namingrights holder or the ExpositionCenter marksin carpetingand flooring in public areas, wall coveringsand muralsin public areas, flowerbeds or on golf carts.

2.

3.

EXHIBIT M SUITE USAGE RULES

CONDITIONS TO LICENSING AND USE OF SUITES BY LANDLORD Thefollowingare conditions to the licensing or use of the Suites by Landlord any licensee or of Landlord: 1. Repairs. Prior to and followingeach use of a Suite by Landlordor a licensee thereof, Landlord,Team Rodeo and representatives will conducta walk-through such Suite to inspect for, of and record in writing, any repairs and replacements, including each Suite licensees personal belongings, neededto put such Suite back in the samegoodorder and condition, ordinary wear and tear excepted.Prior to the next Eventat whichsuchSuite is to be used, Landlord its sole expense at and not using funds of the Capital Repair Reserve Fund, shall complete such repairs to the satisfaction of the Team the Rodeo. and 2. Indemnity_ Release. Landlord and Landlords licensee must agree in writing to and indemnify,defend, hold harmlessand release the Team the Rodeo,and their respective licensees, and and such licensees guests and invitees, fromand against any liability, loss, claim, demand, cost and expense (including, without limitation, reasonable attorneys fees and expenses) arising from Landlords Landlords or licensees, or any of their respectiveguests or invitees, use of a Suite. 3. Insurance. TheTeam the Rodeo,and their respective licensees of the Suites (as and a general category of users, not a specific category) must be named additional insureds on the as Stadiummanagersand Eventsponsors liability policies. 4. Concessions.Landlordor its licensee shall be liable for and pay for the cost of all food and beverages ordered and/or consumed any Suite in accordance with the cost thereof in established, from time to time, by the Concessionaire therefor. 5. Team OwnersSuite. The Team"Owners Suite" shall not be licensed, used or occupied by Landlordunder any circumstances whatsoever. The Team shall pay for any tickets if the Suite is used for another event at the sameprice as set for other suite tickets for such other events.

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EXHIBIT P MBIA CONFIDENTIALITY LETTER [Date] MBIA Insurance Corporation 113 King Street Armonk, NY 10504 HARRIS COUNTY-HOUSTONSPORTS AUTHORITY SENIOR LIEN REVENUEREFUNDINGBONDS, SERIES 2001A JUNIOR LIEN REVENUEREFUNDINGBONDS, SERIES 2001B JUNIOR LIEN SPECIAL REVENUEBONDS, SERIES 2001C (RODEOPROJECT) (VARIABLERATE) JUNIOR LIEN SPECIAL REVENUE BONDS, SERIES 2001D (NFL CLUBPROJECT) (VARIABLERATE) TAXABLEJUNIOR LIEN SPECIAL REVENUEBONDS, SERIES 2001E (NFL CLUBPROJECT) (VARIABLERATE) Dear [ ]:

Enclosed is the [Name Document/Documents] "Material") you requested to review of (the in connectionwith your surveillance responsibilities for the above-referencedBonds. Youagree that you will protect the Material from disclosure to anyoneother than you and your employees.Youwill not duplicate or distribute the Material to anyoneother than [ ] without prior authorization from [Team/Rodeo]. Youagree that you will deliver to the [Team/Rodeo] Material with [60 days] of receipt all thereof or such longer time as agreed to by you and [TeamfRodeo].

Please acknowledge your receipt of the Material and your agreementwith the foregoing by signing belowand returning one copy of this letter to me. Verytruly yours, Team/Rodeo MBIA Insurance Corporation By: