NON-RELOCATION AGREEMENT

BEXAR COUNTY COMMUNITY ARENA

NON-RELOCATION AGREEMENT

by and between

BEXAR COUNTY, TEXAS(by and through its Commissioners Court

and the Coliseum Advisory Board)The County

and

SAN ANTONIO SPURS, L.L.C.,d/b/a San Antonio Spurs Basketball Team

August 22, 2000

Non-Relocation Agreement -i-

TABLE OF CONTENTS

ARTICLE 1

DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Section 1.1 Definitions and Usage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 2

COVENANT TO PLAY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Section 2.1 Commitment During Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Section 2.2 Commitment After Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 3

NON-RELOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Section 3.1 Relocation of Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Section 3.2 Prohibited Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Section 3.3 Third Party Negotiations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Section 3.4 Franchise Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE 4

DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Section 4.1 Spurs, LLC Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Section 4.2 County Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Section 4.3 Declaratory or Injunctive Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Section 4.4 Liquidated Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Section 4.5 Spurs, LLC’s Termination Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7Section 4.6 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8Section 4.7 Cumulative Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Section 4.8 Rights After Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

ARTICLE 5

DISPUTE RESOLUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Section 5.1 Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Section 5.2 Emergency Relief. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

Non-Relocation Agreement -ii-

ARTICLE 6

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Section 6.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Section 6.2 Waiver of Immunity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Section 6.3 Consent of NBA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Section 6.4 Incorporation of Appendices and Schedules . . . . . . . . . . . . . . . . . . . . . 13Section 6.5 Third Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Section 6.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Section 6.7 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Section 6.8 Entire Agreement; Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . 14Section 6.9 Table of Contents Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Section 6.10 Parties in Interest; Limitation on Rights of Others . . . . . . . . . . . . . . . . . 15Section 6.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Section 6.12 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Section 6.13 Court Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Section 6.14 Payment on Business Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Section 6.15 Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Section 6.16 Interpretation and Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Section 6.17 No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Section 6.18 Attorneys’ Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16Section 6.19 Spurs, LLC Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16Section 6.20 Pledge of Renewal and Replacement Fund. . . . . . . . . . . . . . . . . . . . . .17Section 6.21 Independent Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17Section 6.22 Interest on Overdue Obligations and Post-Judgment Interest. . . . . . . . .17

APPENDICES AND SCHEDULES

APPENDICES:

APPENDIX A Glossary of Defined Terms and Rules as to UsageAPPENDIX B Addresses for Notices

Non-Relocation Agreement -1-


THIS NON-RELOCATION AGREEMENT (this "Non-Relocation Agreement") is made andentered into effective as of the 22nd day of August, 2000 (the Effective Date") by and betweenBEXAR COUNTY, TEXAS, a political subdivision of the State of Texas acting by and through itsCommissioners Court and its Coliseum Advisory Board (collectively, the “County”), and SANANTONIO SPURS, L.L.C. (“Spurs, LLC”), a Texas limited liability corporation. Spurs, LLC andthe County collectively are referred to herein as the "Parties."

RECITALS

A. On October 12, 1999, the County, together with the San Antonio LivestockExposition, Inc. ("SALE"), and Spurs, LLC, who owns the NBA (as hereinafter defined) franchisefor the professional basketball team known as the San Antonio Spurs (the "Team"), entered into aMemorandum of Agreement (including Exhibit A thereto, the "MOA") setting forth the outline ofterms and conditions under which the County, SALE and Spurs, LLC would move forward toexpeditiously develop a state-of-the-art, multi-purpose sports, civic, and entertainment facility (the"Arena") suitable for professional basketball and rodeo and livestock exhibition events, as well asfor hosting other sporting events, family shows, concerts, and similar flat floor events, includingevents similar to those now held in the Joe and Harry Freeman Coliseum (the "Freeman Coliseum")or similar events typically held in other existing arenas, and a practice court and facilities and relatedimprovements, including onsite surface parking for not less than 7,000 dedicated vehicle spaces, andrelated onsite infrastructure (together with all related machinery, equipment, fixtures, additions andappurtenances, the "Arena Project").

B. The Arena Project will be designed and constructed pursuant to that certainDevelopment Agreement (the "Development Agreement") dated of even date and executedsimultaneously herewith among Arena Project Developer, LLC, a Texas limited liability company(the "Project Developer"), and the County.

C. The Arena Project will be owned by the County and exclusively managed andoperated pursuant to a twenty-five (25) year operating agreement (the "Operating Agreement") datedof even date and executed simultaneously herewith among Community Arena Management, Ltd.,a Texas limited partnership (the "Operator"), and the County.

D. Simultaneously with the execution hereof, the Operator and the County are enteringinto license agreements with Spurs, LLC (the "Spurs License Agreement") and SALE (the "SALELicense Agreement"), respectively, for their respective individual uses of the Arena Project.


AGREEMENTS

For and in consideration of the respective covenants and agreements of the Partiesherein set forth, and other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged by the Parties, the County and Spurs, LLC do hereby agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.1 Definitions and Usage. Unless the context shall otherwise require, capitalizedterms used in this Non-Relocation Agreement shall have the meanings assigned to them in theGlossary of Defined Terms attached hereto as Appendix A, which also contains rules as to usage thatshall be applicable herein.

ARTICLE 2

COVENANT TO PLAY

Section 2.1 Commitment During Construction.

2.1.1 Covenant to Play in Bexar County. The Team shall play, and Spurs, LLChereby covenants to cause the Team to play, all of its Home Games in Bexar County, Texasthroughout the period of time (the "Construction Non-Relocation Period")that commences upon theEffective Date and ends upon the earlier of the License Commencement Date or termination of thisNon-Relocation Agreement pursuant to Section 4.6 hereof.

2.1.2 Untenantability During Construction. Notwithsta2nding the provisions ofSection 2.1.1 to the contrary, if a Construction Untenantable Condition shall exist at any time duringthe Construction Non-Relocation Period, then Spurs, LLC shall be entitled to make arrangements foralternate sites and the Team shall be entitled to play their Home Games at such alternate sites but onlyduring the period of time that any such Construction Untenantable Condition shall exist.

Section 2.2 Commitment After Construction.

2.2.1 Covenant to Play in Arena. Subject to the provisions hereof, the Team shallplay, and Spurs, LLC hereby covenants to cause the Team to play, all of its Home Games in theArena throughout the Term.


2.2.2 Untenantability of Arena. Notwithstanding the provisions of Section 2.2.1to the contrary, if, during the Term, an Arena Untenantable Condition shall exist, then Spurs, LLCshall be entitled to make arrangements for alternate sites and the Team shall be entitled to play itsHome Games at such alternate sites but only during the period of time that any such ArenaUntenantable Condition shall exist and provided that Spurs, LLC causes the Operator to usecommercially reasonable and diligent efforts to remediate or repair such Arena UntenantableCondition as required pursuant to the Operating Agreement. Additionally, Spurs, LLC shall usereasonable efforts to locate and use alternate sites, if any, which are located within Bexar County,Texas taking into consideration all physical and economic aspects of such alternate sites asdetermined by Spurs, LLC.

ARTICLE 3

NON-RELOCATION

Section 3.1 Relocation of Team.

(a) Notwithstanding anything contained in this Non-Relocation Agreement or any of theother Project Documents to the contrary, Spurs, LLC shall not relocate or agree to relocate or permitthe relocation of the Team outside the boundaries of Bexar County, Texas during the Term hereof.

(b) Without limiting or impairing the obligations of Article 2 hereof, in the event the Teamplays more than two (2) of their Home Games (excluding all play off games) during any single NBASeason outside of Bexar County, Texas in violation of Section 2.1 above or outside of the Arena inviolation of Section 2.2 above then such action shall be deemed to be a relocation of the Team whichshall constitute a default under Section 3.1(a). The preceding limitation on Home Games shall notinclude Home Games played outside Bexar County, Texas or the Arena due to a good faith disputeover the existence of a Construction Untenantable Condition or an Arena Untenantable Condition.

Section 3.2 Prohibited Actions. Spurs, LLC shall not apply for or seek approval fromthe NBA during the Term hereof for (i) the relocation of the Team outside the boundaries of BexarCounty, Texas or (ii) the reduction of the Team’s territorial or circuit rights for the playing of HomeGames.

Section 3.3 Third Party Negotiations. Notwithstanding Section 3.2 to the contrary,during (y) the period of time that is four (4) years prior to the expiration of the Term or (z) theexistence of an "Event of Default" by the County (as defined in the Spurs License Agreement), thenand only then Spurs, LLC may, after giving prior written notice to the County, enter into negotiationsor agreements with third parties concerning the relocation of the Team outside the boundaries ofBexar County, Texas, but Spurs, LLC shall remain, and any such third party agreements shall be,


subject to all other provisions of this Non-Relocation Agreement including, without limitation,Section 2.2.1 above.

Section 3.4 Franchise Liens. To insure the continued compliance with the Non-Relocation Agreement and the other Project Documents by the Spurs, LLC or any other Person whoacquires the Franchise by transfer, foreclosure, or otherwise at any time during the term of the SpursLicense Agreement, Spurs, LLC may, at any time or from time to time, grant Liens upon any and allownership rights in the Franchise; provided, however, that any such Liens shall (i) be made or grantedin compliance with and subject to the requirements and obligations of Spurs, LLC, the ProjectDeveloper, and the Operator pursuant to the Project Documents, excluding only the provisions ofSection 4.4 hereof, and (ii) provide that any Person who acquires the Franchise pursuant to anyforeclosure or other transaction under any such Liens shall take the Franchise strictly subject to andassume the requirements and burdens imposed on Spurs, LLC, the Project Developer, and theOperator pursuant to the Project Documents ; provided, however, the County and anyone acting onits behalf irrevocably elects for the provisions of Section 4.4 hereof to not apply to or be enforcedagainst any lender or any other Person who acquires the Franchise pursuant to any foreclosure orother transaction under the such Liens. Upon any such granting of such Liens, Spurs, LLC shallobtain from each such Lien holder a written acknowledgment and acceptance of the terms, provisions,and restrictions contained herein and shall provide an executed copy thereof to the County and shallstate in the instruments creating and perfecting such Lien that any transfer is subject to the termsherein. In the event involuntary Liens or material encumbrances are placed on the Franchise that,upon foreclosure, would result in a violation hereof, Spurs, LLC will use its good faith efforts topromptly remove such Liens or material encumbrances after reasonable contest periods.Notwithstanding the foregoing to the contrary, the provisions of this Section 3.4 shall not apply toany Liens on the Franchise currently existing as of the date hereof; provided, however, Spurs, LLCshall obtain acknowledgments and consents from all holders of such existing Liens in conformity withthis Section 3.4 on or before sale of the County Bonds as provided in the Development Agreement.

ARTICLE 4

DEFAULTS AND REMEDIES

Section 4.1 Spurs, LLC Default. The occurrence of any of the following shall be an"Event of Default" by Spurs, LLC or a "Spurs, LLC Default":

(a) Unless waived by the County, failure of Spurs, LLC to keep, observe,or perform any of the terms, covenants, or agreements contained in this Non-RelocationAgreement;


(b) Any representation or warranty confirmed or made in this Non-Relocation Agreement by Spurs, LLC shall be found to have been incorrect in any materialrespect when made or deemed to have been made; or

(c) The (i) filing by Spurs, LLC of a voluntary petition in bankruptcy; or(ii) the filing of any petition or other pleading in any action seeking reorganization,rearrangement, adjustment or composition of, or in respect of Spurs, LLC under the UnitedStates Bankruptcy Code or any other similar state or federal law dealing with debtor’s andcreditors’ rights generally unless within sixty (60) days after such filing Spurs, LLC causessuch proceeding to be dismissed ; or (iii) appointment of receiver, trustee or other similarofficial for Spurs, LLC or its property.

Section 4.2 County Remedies. Upon the occurrence of any Spurs, LLC Default, theCounty may, in its sole discretion, have the option to pursue any one or more of the followingremedies without any notice or demand whatsoever, other than any notice expressly provided for inthis Non-Relocation Agreement:

(a) (i) The County may seek and obtain complete and permanentinjunctive or declaratory relief pursuant to Section 4.3 hereof including,without limitation, specific performance; or

(ii) The County may recover liquidated damages pursuant toSection 4.4 hereof but only in the event of a violation of Section 3.1 hereof;and

(b) The County may terminate this Non-Relocation Agreement pursuantto Section 4.6 hereof; and

(c) The County may exercise any and all other remedies available to theCounty at law or in equity.

Section 4.3 Declaratory or Injunctive Relief. Any Party of this Non-RelocationAgreement shall be entitled to seek injunctive relief prohibiting or mandating action by any otherParty in accordance with this Non-Relocation Agreement, or declaratory relief with respect to anymatter under this Non-Relocation Agreement. In addition, Spurs, LLC (a) recognizes that the ArenaProject is being constructed, certain taxes are being imposed by the County, and certain debt is beingincurred to permit the Home Games in the Arena during the Term, and (b) acknowledges and agreesthat monetary damages could not be calculated to compensate the County for any breach by Spurs,LLC of the covenants and agreements contained in this Non-Relocation Agreement. Accordingly,Spurs, LLC agrees that (i) the covenants and agreements contained in this Non-Relocation


Agreement shall constitute an agreement described by Subsection (a)(2) of Section 334.005 ofChapter 334 of the Texas Local Government Code, (ii) the County may restrain or enjoin any breachby Spurs, LLC or threatened breach of any covenant, duty, or obligation of Spurs, LLC containedin this Non-Relocation Agreement without the necessity of posting a bond or other security andwithout any further showing of irreparable harm, balance of harms, consideration of the public interestor the inadequacy of monetary damages as a remedy, (iii) the administration of an order for injunctiverelief would not be impractical and, in the event of any breach of any covenant, duty or obligationcontained in this Non-Relocation Agreement, the balance of hardships would weigh in favor of entryof injunctive relief, and (iv) the County may enforce any such covenant, duty or obligation of Spurs,LLC contained in this Non-Relocation Agreement through specific performance. The Parties herebyagree and irrevocably stipulate that (i) the rights of the County to injunctive relief pursuant to thisNon-Relocation Agreement shall not constitute a "claim" pursuant to section 101(5) of the UnitedStates Bankruptcy Code (the “Bankruptcy Code”) and shall not be subject to discharge or restraintof any nature in any bankruptcy proceeding involving Spurs, LLC, and (ii) this Non-RelocationAgreement is not an “executory contract” as contemplated by section 365 of the Bankruptcy Code.

Section 4.4 Liquidated Damages. The Parties also recognize, agree, and stipulate thatthe financial, civic, and social benefits to the County from the presence of the Team and the playingof its Home Games in Bexar County, Texas are great, but that the precise value of those benefits isdifficult to quantify due to the number of citizens and businesses that rely upon and benefit from thepresence of the Team in Bexar County, Texas. Accordingly, the magnitude of the damages thatwould result from a violation of Section 3.1 hereof would be very significant in size but difficult toquantify including, without limitation, damages to the reputation and finances of the County.Therefore, the Parties agree that in the event of a violation of Section 3.1 hereof including, withoutlimitation, any such breach arising pursuant to the provisions of section 365(g) of the United StatesBankruptcy Code or similar provision of any successor thereto, the County will be entitled to recoverfrom Spurs, LLC the following sums, which are stipulated to be reasonable estimated damages in theevent of a violation of Section 3.1 hereof, as reasonable liquidated damages and not as a penalty:

Date of Breach Liquidated Damages

Effective Date-9/30/2003 $250,000,000.0010/1/2003-9/30/2004 $244,000,000.0010/1/2004-9/30/2005 $238,000,000.0010/1/2005-9/30/2006 $232,000,000.0010/1/2006-9/30/2007 $226,000,000.0010/1/2007-9/30/2008 $220,000,000.0010/1/2008-9/30/2009 $214,000,000.0010/1/2009-9/30/2010 $208,000,000.0010/1/2010-9/30/2011 $202,000,000.00


10/1/2011-9/30/2012 $196,000,000.0010/1/2012-9/30/2013 $190,000,000.0010/1/2013-9/30/2014 $184,000,000.0010/1/2014-9/30/2015 $178,000,000.0010/1/2015-9/30/2016 $172,000,000.0010/1/2016-9/30/2017 $166,000,000.0010/1/2017-9/30/2018 $160,000,000.0010/1/2018-9/30/2019 $154,000,000.0010/1/2019-9/30/2020 $148,000,000.0010/1/2020-9/30/2021 $142,000,000.0010/1/2021-9/30/2022 $136,000,000.0010/1/2022-9/30/2023 $130,000,000.0010/1/2023-9/30/2024 $124,000,000.0010/1/2024-9/30/2025 $118,000,000.0010/1/2025-9/30/2026 $112,000,000.0010/1/2026-9/30/2027 $106,000,000.00

The schedule above is based upon the assumptions that the License Commencement Date will occurno later than October 1, 2002 and that the License Expiration Date will occur no later than September30, 2027. In the event either date does not occur as assumed herein then the schedule aboveconcerning liquidated damages will be appropriately adjusted to take into consideration the actualadjusted dates.

The Parties hereby acknowledge that they have negotiated the above amounts in an attempt to makea good faith effort in quantifying the amount of damages due to a violation of Section 3.1 hereofdespite the difficulty in making such determination. Accordingly, in the event the County collectsthe above referenced liquidated damages then the County hereby waives any right to collectadditional monetary damages (other than legal fees and expenses as provided pursuant to Section6.18 hereof) including lost or prospective profits, or for any other special, indirect, incidental,consequential, exemplary, or punitive damages.

Section 4.5 Spurs, LLC’s Termination Rights . The occurrence of any of the followingshall be an "Event of Default" by the County or a "County Default":

(a) Termination of the Development Agreement by the Project Developerpursuant to Section 9.3 thereof;

(b) Termination of the Operating Agreement by the Operator pursuant toSection 16.6.2 thereof due solely to an “Event of Default” by the County as defined therein; or


(c) Termination of the Spurs License Agreement by Spurs, LLC pursuantto Section 19.6.2 thereof due solely to an “Event of Default” by the County as defined therein.

Section 4.6 Termination.

4.6.1 Upon an Event of Default. Upon the occurrence of an Event of Default, thenon-defaulting Party shall have the right but not the obligation to give to the defaulting Party notice(a "Final Notice") of the non-defaulting Party’s intention to terminate this Non-Relocation Agreementafter the expiration of a period of thirty (30) days from the date such Final Notice is given unless thedefault is cured, and upon expiration of such thirty (30) day period, if the default is not cured, thisNon-Relocation Agreement shall terminate without liability to the non-defaulting Party. If however,within such thirty (30) day period the defaulting Party cures such Event of Default, then this Non-Relocation Agreement shall not terminate by reason of such Final Notice and no damages will beowed hereunder. Notwithstanding the foregoing, in the event there is an Action or Proceedingpending or commenced between the Parties with respect to the particular Event of Default coveredby such Final Notice, the foregoing thirty (30) day period shall be tolled until a final non-appealablejudgment or award, as the case may be, is entered with respect to such Action or Proceeding. In theevent of a termination of this Non-Relocation Agreement by either Party under this Section 4.6.1 or4.6.2, then (except for the provisions herein that expressly are to survive termination hereof), allobligations of the Parties under this Non-Relocation Agreement automatically shall terminate also.Termination of this Non-Relocation Agreement shall not alter any existing claim of either Party forbreaches of this Non-Relocation Agreement occurring prior to such termination and the obligationsof the Parties hereto with respect thereto shall survive termination.

4.6.2 Other Circumstances. Additionally, Spurs, LLC shall have the right toterminate this Non-Relocation Agreement in the event of:

(a) Termination of the Development Agreement pursuant to Section 8.1, Section 8.2, orSection 15.1 thereof;

(b) Termination of the Operating Agreement pursuant to Section 12.2.4, Section 12.3,or Section 13.1.1 thereof;

(c) Termination of the Spurs License Agreement by the County pursuant to Section 19.6.1thereof due to an “Event of Default” by Spurs, LLC or the Operator as defined therein;

(d) Termination of the Spurs License Agreement by the County pursuant to Section 19.6.4thereof.


Section 4.7 Cumulative Remedies. Each right or remedy of Spurs, LLC and the Countyprovided for in this Non-Relocation Agreement shall be cumulative of and shall be in addition toevery other right or remedy of Spurs, LLC or the County provided for in this Non-RelocationAgreement, and the exercise or the beginning of the exercise by Spurs, LLC or the County of any oneor more of the rights or remedies provided for in this Non-Relocation Agreement shall not precludethe simultaneous or later exercise by Spurs, LLC or the County of any or all other rights or remediesprovided for in this Non-Relocation Agreement or any other Project Document or hereafter existingat law or in equity, by statute or otherwise.

Section 4.8 Rights After Termination. In the event of a termination of this Non-Relocation Agreement pursuant to the terms hereof, the County and Spurs, LLC shall have no furtherrights against or liabilities to each other under this Non-Relocation Agreement except for liabilitiesor rights which accrued prior to the termination hereof. In the event of such termination, each Partyshall have available to it all of its rights and remedies under this Non-Relocation Agreement and inlaw and equity.

ARTICLE 5

DISPUTE RESOLUTION

Section 5.1 Mediation.

(a) Any claim, dispute, or other matter in question arising out of or related to thisNon-Relocation Agreement shall be subject to mediation as a condition precedent to the institutionof legal or equitable proceedings by either party.

(b) The County and Spurs, LLC shall endeavor to resolve claims, disputes andother matters in question between them by mediation which, unless the parties mutually agreeotherwise, shall be in accordance with the Commercial Mediation Rules of the American ArbitrationAssociation then currently in effect. Request for mediation shall be filed in writing with the otherparty to this Non-Relocation Agreement and with the American Arbitration Association. The requestmay be made concurrently with the filing of legal or equitable proceedings but, in such event,mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pendingmediation for a period of thirty (30) days from the date of filing, unless stayed for a longer period byagreement of the parties or court order.


(c) The parties agree to split the mediator’s fee and any filing fees equally. Themediation shall be held in Bexar County, Texas, unless another location is mutually agreed upon.Written agreements reached in mediation shall be enforceable as settlement agreements in any courthaving jurisdiction thereof.

Section 5.2 Emergency Relief. Notwithstanding any provisions of this Non-RelocationAgreement to the contrary, any Party may seek injunctive relief or other form of ancillary relief at anytime from any court of competent jurisdiction in Bexar County, Texas.

ARTICLE 6

GENERAL PROVISIONS

Section 6.1 Representations and Warranties.

6.1.1 Power and Authority. Each individual executing and delivering this Non-Relocation Agreement on behalf of a Party hereto hereby represents to the other Party hereto thatsuch individual has all requisite power and authority to execute and deliver the same and to bind suchParty hereunder.

6.1.2 Spurs, LLC’s Representations. As an inducement to the County to enterinto this Non-Relocation Agreement, Spurs, LLC hereby represents and warrants to the County, asof the Effective Date, as follows:

(a) Spurs, LLC is a limited liability company duly formed, validly existing,and in good standing under the laws of the State of Texas, with all necessary corporate powerand authority to carry on its present business, to enter into this Non-Relocation Agreementand to consummate the transactions herein contemplated.

(b) Neither the execution and delivery of this Non-Relocation Agreementor the other Project Documents by Spurs, LLC nor the performance by Spurs, LLC of itsobligations hereunder or thereunder will (i) violate any statute, regulation, rule, judgment,order, decree, stipulation, injunction, charge, or other restriction of any GovernmentalAuthority, or court to which Spurs, LLC is subject or any provision of the charter or bylawsof Spurs, LLC or (ii) conflict with, result in a breach of, constitute a default under, result inthe acceleration of, create in any party the right to accelerate, terminate, modify, or cancel,or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit,indenture, agreement or mortgage for borrowed money, instrument of indebtedness, securityinterest, or other agreement to which Spurs, LLC is a party or by which Spurs, LLC or itsassets are bound.


(c) All proceedings required to be taken by or on behalf of Spurs, LLC toauthorize Spurs, LLC to execute and deliver this Non-Relocation Agreement and to performthe covenants, obligations and agreements of Spurs, LLC hereunder have been duly taken.No consent to the execution and delivery of this Non-Relocation Agreement or the otherProject Documents by Spurs, LLC or the performance by Spurs, LLC of its covenants,obligations, and agreements hereunder or thereunder is required from any partner, member,manager, board of directors, shareholder, creditor, investor, judicial, legislative oradministrative body, Governmental Authority or any other Person, other than any suchconsent which already has been unconditionally given.

(d) This Non-Relocation Agreement constitutes the valid and legallybinding obligation of Spurs, LLC, enforceable in accordance with its terms and conditions,except as such enforcement may be limited by bankruptcy, insolvency, reorganization,moratorium or other similar laws presently or hereafter in effect, affecting the enforcementof creditors’ rights generally and by general principles of equity whether applied in aproceeding at law or in equity.

(e) To the best knowledge of Spurs, LLC, there is no action, suit, claim,proceeding or investigation pending or currently threatened against Spurs, LLC that questionsthe validity of this Non-Relocation Agreement or the transactions contemplated herein or thatcould either individually or in the aggregate have a material adverse effect on the assets,conditions, affairs, or prospects of Spurs, LLC, financially or otherwise, or any change in thecurrent equity ownership of Spurs, LLC, nor is Spurs, LLC aware that there is any basis forany of the foregoing.

(f) Spurs, LLC is the record and beneficial owner of the Franchise andowns the Franchise free and clear of any Lien, claim, or encumbrance except to the extent asprovided in written notification provided to the County prior to the date hereof. Spurs, LLCis a member in good standing of the National Basketball Association and is in compliance withall applicable NBA Rules and Regulations which are relevant to the transactionscontemplated herein and the other Project Documents.

(g) Spurs, LLC has delivered to the County a true, complete, and accuratecopy of such portion of the NBA Rules and Regulations which are relevant to thetransactions contemplated herein, the Development Agreement, the Operating Agreement,and the Spurs License Agreement.

6.1.3 County’s Representations. As an inducement to Spurs, LLC to enter intothis Non-Relocation Agreement, County represents and warrants to Spurs, LLC, as of the EffectiveDate, as follows:


(a) County is a political subdivision of the State of Texas duly formed andvalidly existing with all necessary power and authority to enter into this Non-RelocationAgreement and to consummate the transactions herein contemplated. The execution anddelivery hereof and the performance by County of its obligations hereunder will not violateor constitute an event of default under any material terms or material provisions of anyagreement, document, instrument, judgment, order or decree to which County is a party orby which County or its assets are bound.

(b) County has caused all governmental proceedings required to be takenby or on behalf of the County to authorize the County to make and deliver this Non-Relocation Agreement and to perform the covenants, obligations and agreements of theCounty hereunder. No consent to the execution or delivery of this Non-RelocationAgreement by the County or the performance by the County of its covenants, obligations andagreements hereunder is required from any board of directors, shareholder, creditor, investor,judicial, legislative or administrative body, Governmental Authority or other Person, otherthan any such consent which already has been unconditionally given.

(c) This Non-Relocation Agreement constitutes the valid and legallybinding obligation of the County, enforceable in accordance with its terms and conditions,except as such enforcement may be limited by bankruptcy, insolvency, reorganization,moratorium or other similar laws presently or hereafter in effect, affecting the enforcementof creditors’ rights generally and by general principles of equity whether applied in aproceeding at law or in equity.

(d) To the best knowledge of the County, there is no action, suit, claim,proceeding or investigation pending or currently threatened against the County that questionsthe validity of this Non-Relocation Agreement or the transactions contemplated herein or thatcould either individually or in the aggregate have a material adverse effect on the assets,conditions, affairs, or prospects of the County, financially or otherwise.

Section 6.2 Waiver of Immunity. Each of the Parties unconditionally and irrevocably:

(a) Agrees that the execution, delivery and performance by it of this Non-RelocationAgreement constitute private, proprietary and commercial acts rather than public or governmentalacts;

(b) Agrees that should any Actions or Proceedings be brought by a Party against it or itsassets in relation to this Non-Relocation Agreement or any transaction contemplated hereunder, noimmunity (sovereign or otherwise) from such Actions or Proceedings (which shall be deemed toinclude, 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 with respectto its assets;

(c) Waives any such right of immunity (sovereign or otherwise) which it or its assets nowhas or may acquire in the future; and

(d) Consents to the enforcement of any judgment against it in any such proceedings andto the giving of any relief or the issue of any process in connection with any such proceedings.

Section 6.3 Consent of NBA . Any amendment to this Non-Relocation Agreement shallbe subject to and made in accordance with NBA Rules and Regulations, to the extent applicable, allas the same now exist or may be amended or adopted in the future. Any such amendment to thisNon-Relocation Agreement that requires the consent of the Office of the Commissioner of theNational Basketball Association or any Member Team is prohibited and shall be null and void unlessall applicable consents are obtained in advance, and any such consent may be withheld at the sole andabsolute discretion of the Office of the Commissioner of the National Basketball Association, or anyMember Team, as applicable.

Section 6.4 Incorporation of Appendices and Schedules. All Appendices attached tothis Non-Relocation Agreement are incorporated herein by this reference in their entirety and madea part hereof for all purposes.

Section 6.5 Third Party Beneficiary. The provisions of this Non-Relocation Agreementshall inure to the benefit of, and be enforceable by, and only by, the County. No other Person shallbe a third party beneficiary of this Non-Relocation Agreement or have the right to enforce this Non-Relocation Agreement.

Section 6.6 Notices. Subject to Section 6.13 below, all notices, consents, directions,approvals, instructions, requests and other communications given to a Party under this Non-Relocation Agreement shall be given in writing to such Party at the address set forth in Appendix Bto this Non-Relocation Agreement or at such other address as such Party shall designate by writtennotice to the other Party to this Non-Relocation Agreement and may be (i) sent by registered orcertified U.S. mail with return receipt requested; (ii) delivered personally (including delivery byprivate courier services) or (iii) sent by telecopy (with confirmation of such notice) to the Partyentitled thereto. Such notices shall be deemed to be duly given or made (i) three (3) Business Daysafter posting if mailed as provided, (ii) when delivered by hand unless such day is not a Business Day,in which case such delivery shall be deemed to be made as of the next succeeding Business Day or(iii) in the case of telecopy (with confirmation of such notice), when sent, so long as it is receivedduring normal Business Hours of the receiving Party on a Business Day otherwise such delivery shallbe deemed to be made as of the next succeeding Business Day. Each Party hereto shall have the right


at any time and from time to time to specify additional Parties ("Additional Addressees") to whomnotice thereunder must be given, by delivering to the other Party five (5) days notice thereof settingforth a single address for each such Additional Addressee; provided, however, that no Party heretoshall have the right to designate more than two (2) such Additional Addressees.

Section 6.7 Severability. If any term or provision of this Non-Relocation Agreement, orthe application thereof to any Person or circumstances, shall to any extent be invalid or unenforceablein any jurisdiction, as to such jurisdiction, the remainder of this Non-Relocation Agreement, or theapplication of such term or provision to the Persons or circumstances other than those as to whichsuch term or provision is held invalid or unenforceable in such jurisdiction, shall not be affectedthereby, and each term and provision of this Non-Relocation Agreement shall be valid and enforceableto the fullest extent permitted by applicable law and any such invalidity or unenforceability in anyjurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6.8 Entire Agreement; Amendment and Waiver. This Non-RelocationAgreement in conjunction with the other Project Documents constitutes the entire agreement of theParties with respect to the subject matter hereof and supersedes all prior written and oral agreementsand understandings with respect to such subject matter, including, but not limited to, the MOA.There are no unwritten or oral agreements among the Parties. Neither this Non-RelocationAgreement nor any of the terms hereof including, without limitation, this Section 6.8, may beterminated, amended, supplemented, waived or modified orally or by conduct of the Parties, but byan instrument in writing signed by the Party against which the enforcement of the termination,amendment, supplement, waiver or modification shall be sought. No failure or delay of any Party,in any one or more instances, (i) in exercising any power, right or remedy under this Non-RelocationAgreement, or (ii) in insisting upon the strict performance by the other Party of such other Party’scovenants, obligations or agreements under this Non-Relocation Agreement, shall operate as awaiver, discharge or invalidation thereof, nor shall any single or partial exercise of any such right,power or remedy or insistence upon strict performance, or any abandonment or discontinuance ofsteps to enforce such a right, power or remedy or to enforce strict performance, preclude any otheror future exercise thereof or instance thereupon or the exercise of any other right, power or remedy.The covenants, obligations, and agreements of a defaulting Party and the rights and remedies of theother Party upon a default shall continue and remain in full force and effect with respect to anysubsequent breach, act or omission.

Section 6.9 Table of Contents Headings. The table of contents, if any, and headings, ifany, of the various articles, sections and other subdivisions of this Non-Relocation Agreement are forconvenience of reference only and shall not modify, define or limit any of the terms or provisionshereof.


Section 6.10 Parties in Interest; Limitation on Rights of Others. The terms of this Non-Relocation Agreement shall be binding upon, and inure to the benefit of, the Parties and theirpermitted successors and assigns. Nothing in this Non-Relocation Agreement, whether express orimplied, shall be construed to give any Person (other than the Parties and their permitted successorsand assigns) any legal or equitable right, remedy or claim under or in respect of such instrument orany covenants, conditions or provisions contained therein or any standing or authority to enforce theterms and provisions of such instrument.

Section 6.11 Counterparts. This Non-Relocation Agreement may be executed by theParties in separate counterparts, each of which when so executed and delivered shall be an original,but all such counterparts shall together constitute but one and the same Non-Relocation Agreement.All signatures need not be on the same counterpart.

Section 6.12 Governing Law. THIS NON-RELOCATION AGREEMENT, AND THEACTIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY,AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS(EXCLUDING PRINCIPLES OF CONFLICT OF LAWS).

Section 6.13 Court Proceedings. Any suit, action or proceeding against any Party to suchinstrument arising out of or relating to this Non-Relocation Agreement, any transaction contemplatedthereby or any judgment entered by any court in respect of any thereof may be brought in any federalor state court located in Bexar County, Texas, and each Party hereby submits to the nonexclusivejurisdiction of such courts for the purpose of any such suit, action or proceeding. To the extent thatservice of process by mail is permitted by applicable law, each Party irrevocably consents to theservice of process in any such suit, action or proceeding in such courts by the mailing of such processby registered or certified mail, postage prepaid, at its address for notice provided for above. EachParty irrevocably agrees not to assert any objection that it may ever have to the laying of venue ofany such suit, action or proceeding in any federal or state court located in Bexar County, Texas, andany claim that any such suit, action or proceeding brought in any such court has been brought in aninconvenient forum. Each Party agrees not to bring any action, suit or proceeding against the otherParty arising out of or relating to this Non-Relocation Agreement or any transaction contemplatedhereby except in a federal or state court located in Bexar County, Texas.

Section 6.14 Payment on Business Days. If any payment under this Non-RelocationAgreement is required to be made on a day other than a Business Day, the date of payment shall beextended to the next Business Day.

Section 6.15 Time. Times set forth in this Non-Relocation Agreement for the performanceof obligations shall be strictly construed, time being of the essence. In the event the date specifiedor computed under this Non-Relocation Agreement for the performance, delivery, completion or


observance of a covenant, agreement, obligation or notice by either Party hereto or for the occurrenceof any event provided for herein, shall be a Saturday, Sunday or legal holiday, then the date for suchperformance, delivery, completion, observance or occurrence shall automatically be extended to thenext calendar day that is not a Saturday, Sunday or legal holiday.

Section 6.16 Interpretation and Reliance. No presumption will apply in favor of anyParty in the interpretation of this Non-Relocation Agreement or in the resolution of any ambiguityof any provision thereof.

Section 6.17 No Assignment. Neither this Non-Relocation Agreement nor any of its rights,responsibilities, or obligations can be transferred or assigned, whether by operation of law orotherwise, without the prior written consent of the non-assigning Party except as expressly providedin this Non-Relocation Agreement.

Section 6.18 Attorneys’ Fees. If a Party defaults in the performance of any covenants,obligations or agreements of such Party contained herein and the other Party places the enforcementof such instrument, or any part thereof, or the exercise of any other remedy therein provided for suchdefault, in the hands of an attorney who files suit or institutes an action or proceeding upon the same(either by direct action or counterclaim), the non-prevailing Party shall pay to the prevailing Party itsreasonable attorneys’ fees and costs of court. In addition to the foregoing award of attorneys’ feesto the prevailing Party, the prevailing Party shall be entitled to its attorneys’ fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several andshall survive the merger of this Non-Relocation Agreement into any judgment on such instrument.

Section 6.19 Spurs, LLC Covenants. Spurs, LLC hereby covenants to provide theCounty with copies of any amendments or modifications to the NBA Rules and Regulations enactedsubsequent to the Effective Date which are relevant to the transactions contemplated herein, theNon-Relocation Agreement, the Operating Agreement, or the Spurs License Agreement.

Section 6.20 Pledge of Renewal and Replacement Fund. Spurs, LLC hereby grants andconveys to the County a security interest in and to the Renewal and Replacement Account to securethe payment and performance of any and all of Spurs, LLC’s obligations under this Non-RelocationAgreement. The County shall not be entitled to enforce such security interest or exercise anyremedies in connection therewith or otherwise offset against the Renewal and Replacement Accountunless and until an uncured Spurs, LLC Default shall exist. Spurs, LLC shall execute and deliver anysecurity agreements, financing statements, continuation statements, collateral assignments, or otherdocuments as may be reasonably requested by the County for the purpose of perfecting, continuing,and confirming the foregoing security interest in and to the Renewal and Replacement Account.


Section 6.21 Independent Obligations. Spurs, LLC acknowledges that notwithstandingthe cross default provisions of Section 4.5 hereof, the obligations of Spurs, LLC pursuant to thisNon-Relocation Agreement are independent of its rights and obligations pursuant to the DevelopmentAgreement, the Operating Agreement, and the Spurs License Agreement.

Section 6.22 Interest on Overdue Obligations and Post-Judgment Interest. If any sumdue hereunder is not paid by the due date thereof, the Party hereto owing such obligation to the otherParty shall pay to the other Party interest thereon at the Default Rate concurrently with the paymentof the amount, such interest to begin to accrue as of the date such amount was due. Any payment ofsuch interest at the Default Rate pursuant to this Non-Relocation Agreement shall not excuse or cureany default hereunder. All payments shall first be applied to the payment of accrued but unpaidinterest. The amount of any judgment obtained by one Party against the other Party in any Actionor Proceeding arising out of a default by such other Party under this Non-Relocation Agreement shallbear interest thereafter until paid at the Default Rate.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, this Non-Relocation Agreement has been executed by the Partiesas of the day and year first written above.

SAN ANTONIO SPURS, L.L.C. d/b/a San Antonio Spurs Basketball Team

By: Peter M. HoltManager

COUNTY:BEXAR COUNTY, TEXAS

By:__________________________________Cyndi Taylor Krier, County Judge

___________________________________ ____________________________________Robert Tejeda Paul ElizondoCommissioner Precinct No. 1 Commissioner Precinct No. 2

___________________________________ ____________________________________Lyle Larson Tommy AdkissonCommissioner Precinct No. 3 Commissioner Precinct No. 4

COLISEUM ADVISORY BOARD

By:_______________________________________Joe Bradberry, Chairman

___________________________________ ____________________________________Jim Lunz, Vice Chairman Johnny Guerra

____________________________________ ____________________________________Edward G. Steves Dan Puckett


APPENDIX ATO


GLOSSARY OF DEFINED TERMS AND RULES AS TO USAGE

Glossary of Defined Terms

"Actions or Proceedings" means any lawsuit, proceeding, arbitration or other alternativedispute resolution process, Governmental Authority investigation, hearing, audit, appeal,administrative proceeding or judicial proceeding.

"Additional Addressees" shall have the meaning given to it in Section 6.6 of the Non-Relocation Agreement.

“Applicable Law” shall have the meaning given to it in the Spurs License Agreement.

"Arena" means the multi-purpose sports, entertainment, and civic arena which is to beconstructed by the Project Developer in accordance with the Development Agreement.

“Arena Project” shall have the meaning given to it in Recital A of the Non-RelocationAgreement.

"Arena Untenantable Condition" shall mean the existence of any one of the followingconditions:

(a) The condition of the Arena is such that the playing of NBA Games is not permittedunder NBA Rules and Regulations;

(b) The material use or occupancy of the Arena for NBA Games is not permitted under

Applicable Law or is restricted in any material respect under Applicable Law,including, but not limited to, denial of access; or

(c) The Team is unable to play any Home Game in the Arena on the day originallyscheduled as a result of an event of Force Majeure, a Casualty, or a CondemnationAction.

"Business Day" shall mean a day of the year that is not a Saturday, Sunday, legal holiday ora day on which commercial banks are not required or authorized to close in San Antonio, Texas.


"Business Hours" means 9:00 a.m. through 5:00 p.m. San Antonio, Texas time on BusinessDays.

"Casualty" means the occurrence of any of the following for the period of time, if any, thatthe performance of a Party’s material obligations under the Non-Relocation Agreement are actually,materially, and reasonable delayed or prevented thereby: any fire, civil disturbance, vandalism, orcriminal act provided such event is not the result of the intentional act, negligence, or willfulmisconduct of the Party or its agents or contractors claiming the right to delay or excuse performanceon account of such occurrence.

"Condemnation Action" means the occurrence of any of the following for the period of time,if any, that the performance of a Party’s material obligations under the Non-Relocation Agreementare actually, materially, and reasonably delayed or prevented thereby: any temporary or permanenttaking by any Governmental Authority (or other Person with power of eminent domain) by exerciseof any right of eminent domain or by appropriation and an acquisition by any Governmental Authority(or other Person with power of eminent domain) through private purchase in lieu thereof.

"Construction Non-Relocation Period" shall have the meaning given to it in Section 2.1.1 ofthe Non-Relocation Agreement.

"Construction Untenantable Condition" shall mean that there are no facilities available inBexar County, Texas to play NBA games during the Construction Non-Relocation Period asreasonably determined by Spurs, LLC after taking into consideration all physical and economicaspects of all potential facilities located in Bexar County, Texas.

"County" means Bexar County, Texas, a political subdivision of the State of Texas acting byand through its Commissioners Court and its Coliseum Advisory Board.

"County Default" shall have the meaning given to it in Section 4.5 of the Non-RelocationAgreement.

"Default Rate" shall mean the “Premium Rate” as defined in the Operating Agreement.

"Development Agreement" means that certain Development Agreement dated as of theEffective Date by and between the County and Arena Project Developer, LLC, as the same may beamended, supplemented, modified, renewed or extended from time to time.

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

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


"Final Notice" shall have the meaning given to it in Section 4.6 of the Non-RelocationAgreement.

"Force Majeure" the occurrence of any of the following, for the period of time, if any, thatthe performance of a party’s material obligations under the Non-Relocation Agreement are actually,materially, and reasonably delayed or prevented thereby: acts of God, strikes, lock-outs, acts of thepublic enemy, the enactment, imposition or modification of any Applicable Law which occurs afterthe date of the Non-Relocation Agreement and which prohibits or materially impedes thedevelopment or construction of the Arena Project; confiscation or seizure by any government orpublic authority, condemnations by any Governmental Authority, wars or war-like action (whetheractual and pending or expected, and whether de jure or de facto), arrests or other restraints ofgovernment (civil or military, but excluding restraints on the development or construction of theArena Project occurring as a result of any violations, by the party claiming the right to delayperformance of Applicable Law or the terms and provisions of the Non-Relocation Agreement),blockades, insurrections, riots, civil disturbances, epidemics, landslides, lightning, earthquakes,fires, hurricanes, storms, floods, wash-outs, explosions, nuclear reaction or radiation, radioactivecontamination, acts or the failure to act of any Governmental Authority or any other causes, whetherof the kind herein enumerated or otherwise, the foregoing of which are not reasonably within thecontrol of the party (or any affiliate actually controlled by such party) claiming the right to delayperformance on account of such occurrence and which, in any event, are not foreseeable or a resultof the negligence or willful misconduct of or in the control of the party (or its affiliates) claimingthe right to delay performance on account of such occurrence. Force Majeure shall not include (i)increases in costs of materials for the Arena Project; (ii) a Person’s financial inability to perform;(iii) player or referee strikes, lock-outs or other NBA labor disputes; or (iv) the impact of weatherconditions to the extent normally encountered in the San Antonio, Texas area.

"Franchise" shall mean the franchise for the Team issued by the National BasketballAssociation.

"Freeman Coliseum Agreement" shall mean the certain Freeman Coliseum Agreement datedas of the Effective Date by and between the County, the Operator, Spurs, LLC, SALE, and theColiseum Advisory Board as the same may be amended, supplemented, modified, renewed orextended from time to time.

"Governmental Authority" means any federal, state, local or foreign governmental entity,authority or agency, court, tribunal, regulatory commission or other body, whether legislative, judicialor executive (or a combination or permutation thereof), and any arbitrator to whom a dispute hasbeen presented under Governmental Rule or by agreement of the Parties with an interest in suchdispute. For purposes of the use of this term, the County shall not be considered a GovernmentalAuthority.


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

"Guaranty Agreement" shall mean that certain Guaranty Agreement dated as of the EffectiveDate by and between Spurs, LLC and the County as the same may be amended, supplemented,modified, renewed or extended from to time.

"Home Games" shall mean any NBA Game in which the Team is designated as the “hometeam,” has the right to designate the location at which the game will be played, or in which the Teamacts as the host for its opponent.

"License Commencement Date" shall have the meaning given to it in the Spurs LicenseAgreement.

“License Expiration Date” shall have the meaning assigned to it in the Spurs LicenseAgreement.

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

“MOA ” shall have the meaning given to it as defined in the Operating Agreement.

"NBA" shall mean collectively, the National Basketball Association and any successor theretoand each Member Team.

"NBA Game" shall mean any pre-season, regular season, post-season, or other professionalgame played under NBA Rules and Regulations in which any Member Team is a participant.

"NBA Rules and Regulations" shall mean the constitution, bylaws, rules, regulations andpractices of the National Basketball Association in effect at the time in question.

"NBA Season" shall commence on the day of the Team’ first Home Game (including pre-season play, if any; other than those pre-season home games played outside the boundaries of theCounty) in any calendar year and shall end on the day of the Team’ last Home Game (including post-season play, if any) in such calendar year.

"Member Team" shall mean any existing or future member team of the National BasketballAssociation or any other future league which is not characterized as a minor league.


"National Basketball Association" shall mean The National Basketball Association, a not-for-profit association having its chief executive office currently located in New York, New York (ofwhich the Team is now a member) and any successor thereto.

"Non-Relocation Agreement" means the Non-Relocation Agreement dated as of the EffectiveDate by and between the County and Spurs, LLC, as the same may be amended, supplemented,modified, renewed or extended, from time to time.

"Operating Agreement" means that certain Operating Agreement dated as of the EffectiveDate by and between the County, as owner, and Community Arena Management, Ltd, as operator,as the same may be amended, supplemented, modified, renewed or extended from time to time.

“Operator” shall mean Community Arena Management, Ltd., a Texas limited partnershipwhich is owned and controlled by Spurs, LLC

"Parties" shall have the meaning given to it in the initial paragraph of the Non-RelocationAgreement.

"Person" means any individual, corporation, partnership, joint venture, association, joint stockcompany, trust, limited liability company, unincorporated organization, Governmental Authority orany other form of entity.

“Project Developer” shall mean Arena Project Developer, LLC, a Texas limited liabilitycorporation which is owned and controlled by Spurs, LLC

"Project Documents" shall mean the Non-Relocation Agreement, the DevelopmentAgreement, the Operating Agreement, the Spurs License Agreement, the SALE License Agreement,the Guaranty Agreement, and the Freeman Coliseum Agreement.

"Renewal and Replacement Account" shall have the meaning given to it as defined in theOperating Agreement.

"SALE License Agreement" shall have meaning given to it in Recital D of the Non-RelocationAgreement.

“Spurs License Agreement” shall have the meaning given to it in Recital D of the Non-Relocation Agreement.

"Spurs, LLC" means San Antonio Spurs, LLC, a Texas limited liability company which entitycurrently owns the Franchise and operates the Team.


"Spurs, LLC Default" shall have the meaning given to it in Section 4.1 of the Non-RelocationAgreement.

"Team" shall mean the NBA team owned by Spurs, LLC pursuant to the rights granted to itas a member of the National Basketball Association franchise under the Franchise, currently namedthe San Antonio Spurs Basketball Team.

"Term" shall mean the period of time commencing with the License Commencement Date andending on the earlier of the License Expiration Date or termination of the Non-Relocation Agreementpursuant to Section 4.6 thereof.


Rules as to Usage

1. The terms defined above have the meanings set forth above for all purposes, and suchmeanings are equally applicable to both the singular and plural forms of the terms defined.

2. "Include", "includes" and "including" shall be deemed to be followed by "withoutlimitation" whether or not they are in fact followed by such words or words of like import.

3. "Writing", "written" and comparable terms refer to printing, typing, and other meansof reproducing in a visible form.

4. Any agreement, instrument or Governmental Rule defined or referred to above meanssuch agreement or instrument or Governmental Rule as from time to time amended, modified orsupplemented, including (in the case of agreements or instruments) by waiver or consent and (in thecase of Governmental Rules) by succession of comparable successor Governmental Rules andincludes (in the case of agreements or instruments) references to all attachments thereto andinstruments incorporated therein.

5. References to a Person are also to its permitted successors and assigns.

6. Any term defined above by reference to any agreement, instrument or GovernmentalRule has such meaning whether or not such agreement, instrument or Governmental Rule is in effect.

7. "Hereof’, "herein", "hereunder" and comparable terms refer, unless otherwiseexpressly indicated, to the entire agreement or instrument in which such terms are used and not toany particular article, section or other subdivision thereof or attachment thereto. References in aninstrument to "Article", "Section", "Subsection" or another subdivision or to an attachment are, unlessthe context otherwise requires, to an article, section, subsection or subdivision of or an attachmentto such agreement or instrument. All references to schedules, exhibits or appendices in anyagreement or instrument that is governed by this Appendix are to schedules, exhibits or appendicesattached to such instrument or agreement.

8. Pronouns, whenever used in any agreement or instrument that is governed by thisAppendix and of whatever gender, shall include natural Persons, corporations, limited liabilitycompanies, partnerships and associations of every kind and character.

9. References to any gender include, unless the context otherwise requires, referencesto all genders.

10. The word "or" will have the inclusive meaning represented by the phrase "and/or."


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

12. Unless otherwise specified, all references to a specific time of day shall be based uponCentral Standard Time or Central Daylight Savings Time, as applicable on the date in question in SanAntonio, Texas.

13. References to "$" or to "dollars" shall mean the lawful currency of the United Statesof America.


APPENDIX BTO


A. County:

Notices: All notices to the County shall be sent to:

Bexar County Commissioners Court100 Dolorosa, Suite 101San Antonio, Texas 78205

Attn: County Judge

Facsimile Number: (210) 335-2926

and to

Coliseum Advisory Board3201 E. HoustonSan Antonio, Texas 78220

Attn: Chairman

Fax: (210) 226-5081

with copies of all notices to the County being sent to:

Susan D. ReedCriminal District Attorney of Bexar CountyBexar County Justice Center300 Dolorosa, Fifth FloorSan Antonio, Texas 78205-3031


and to


Chief of the Civil DivisionOffice of the Criminal District Attorney of Bexar CountyBexar County Justice Center300 Dolorosa, Suite 101San Antonio, Texas 78205


B. Spurs, LLC:

Notices: All notices to Spurs, LLC shall be sent to:

San Antonio Spurs, LLC Alamodome100 MontanaSan Antonio, Texas 78203

Attn: Peter HoltFax: (210) 554-0999

with copies of all notices to Spurs, LLC being sent to:

Tullos Wells, Esq.Bracewell & Patterson800 One Alamo Center106 S. St. Mary’s StreetSan Antonio, Texas 78205-3603Fax: (210) 299-0126

and to

Denis Clive Braham, Esq.Todd B. Brewer, Esq.Winstead Sechrest & Minick P.C.910 Travis, Suite 2400Houston, Texas 77002Fax: (713) 650-2400