BE EXHIBIT "H-1", AND IT IS
FURTHER ACKNOWLEDGED AND AGREED TO BE THE FINAL LIST OF DOCUMENTS AND AGREEMENTS
THAT SHALL CONSTITUTE THE "EXISTING SPORTS COMPLEX AGREEMENTS."
IT IS
UNDERSTOOD AND AGREED UPON BY THE PARTIES HERETO THAT SUBJECT TO THE TERMS OF
SECTION 3.7(E) OF THE ORIGINAL REDEVELOPMENT AGREEMENT AND SUBJECT TO SECTION 6
BELOW, THAT DEVELOPER RECOGNIZES (I) THOSE EXISTING SPORTS COMPLEX AGREEMENTS
IDENTIFIED ON EXHIBIT "H-1" AS ITEMS 1-8 (GIANTS, JETS, DEVILS, NETS AND
METROSTARS) (THE "FRANCHISE TEAM AGREEMENTS"); (II) THOSE EXISTING SPORTS
COMPLEX AGREEMENTS IDENTIFIED ON EXHIBIT "H-1" AS ITEMS 19-21 (INTERSTATE
DEVELOPERS), ITEMS 33-35 (CONTINENTAL AIRLINES), ITEMS 53-54 (PEPSI) AND ITEMS
47-49 (MRS. FIELDS) (THE "VENDOR AGREEMENTS"), AND (III) THE REMAINING EXISTING
SPORTS COMPLEX AGREEMENTS LISTED ON EXHIBIT "H-1", SUBJECT TO THE FOLLOWING
TERMS AND CONDITIONS:
(A)
AUTHORITY REPRESENTATION. SECTION 16.2 OF THE
ORIGINAL REDEVELOPMENT AGREEMENT IS AMENDED TO ADD THE FOLLOWING ADDITIONAL
REPRESENTATIONS AND WARRANTIES BY THE AUTHORITY:
(VII) EXCEPT FOR THE FRANCHISE TEAM AGREEMENTS, VENDOR AGREEMENTS AND THOSE
AGREEMENTS NOTED IN SECTION 16.2(VIII) BELOW, ALL OF THE REMAINING EXISTING
SPORTS COMPLEX AGREEMENTS LISTED ON EXHIBIT "H-1" EXPIRE OR TERMINATE BY THEIR
TERMS (WITHOUT FURTHER RIGHTS TO RENEW OR EXTEND) PRIOR TO DECEMBER 20, 2007.
(VIII) THOSE ITEMS IDENTIFIED ON EXHIBIT H-1 AS ITEMS 70, 71 AND 73 (ARAMARK);
ITEMS 26 - 27 (HESS), ITEM 59 (STAR LEDGER) AND ITEM 56 (THE RECORD) MAY EXTEND
OR BE EXTENDED BEYOND DECEMBER 20, 2007, BUT (I) DO NOT HAVE A MATERIAL ADVERSE
EFFECT ON THE DEVELOPER OR THE PROJECT, (II) DO NOT RESULT IN AUTHORITY
INTERFERENCE, (III) BREACH THE NON-COMPETITION AND OTHER RESTRICTIVE COVENANTS
PROVIDED IN THIS AGREEMENT AND/OR (IV) DO NOT RESULT IN A BREACH BY THE
AUTHORITY OF THE PROJECT AGREEMENTS.
(B)
CONTINUING COVENANT.
THE FOLLOWING SHALL BE
ADDED TO THE ORIGINAL REDEVELOPMENT AGREEMENT AS THE LAST SENTENCE OF
SECTION 3.7(E): "IN ADDITION TO THE FOREGOING, THE AUTHORITY COVENANTS AND
AGREES TO ADD THE FOLLOWING LANGUAGE TO ANY AMENDMENT, MODIFICATION, EXTENSION,
OR RENEWAL OF ANY EXISTING SPORTS COMPLEX AGREEMENTS AND/OR NEW SPORTS COMPLEX
AGREEMENTS ENTERED INTO FROM AND AFTER THE DATE HEREOF EXCEPT THOSE NEW SPORTS
2
COMPLEX AGREEMENTS RELATING TO NAMING RIGHTS TO THE ARENA OR EXISTING
ADVERTISING INVENTORY AT THE SPORTS COMPLEX: "NOTWITHSTANDING ANYTHING TO THE
CONTRARY SET FORTH IN THIS [NAME OF CONTRACT, LICENSE, AGREEMENT ETC.] THE
RIGHTS GRANTED TO THE [CONTRACTING PARTY] SHALL NOT EXTEND TO ANY PORTION OF THE
MEADOWLANDS SPORTS COMPLEX LOCATED EAST OF NEW JERSEY ROUTE 120 [OTHER THAN AS
EXPRESSLY PERMITTED UNDER THE ORIGINAL REDEVELOPMENT AGREEMENT WITH RESPECT TO
THE INTERIOR SPACE OF THE ARENA]."
(C)
INDEMNIFICATION. SECTION 17.7 SHALL APPLY TO
THE PROVISIONS OF THIS SECTION 3.
(D)
RECOGNITION AND PRIORITY.
SUBJECT TO THE
FOREGOING AND IN RELIANCE ON SECTION 6 OF THIS FIRST AMENDMENT WITH RESPECT TO
THE FRANCHISE TEAM AGREEMENTS, DEVELOPER REAFFIRMS THAT DEVELOPER RECOGNIZES THE
EXISTING SPORTS COMPLEX AGREEMENTS AND ACKNOWLEDGES THAT, SUBJECT TO THE TERMS
AND CONDITIONS OF THE ORIGINAL REDEVELOPMENT AGREEMENT AS AMENDED HEREBY, THE
RIGHTS GRANTED TO DEVELOPER