1 SECOND AMENDED MEMORANDUM OF ENVIRONMENTAL COMMI TMENTS FOR THE ATLANTIC YARDS PROJECT A. PURPOSE OF MEMORANDUM This second amende d memora ndum of envir onmenta l commit ments dated as of June 10, 2014 (the “MEC”) documents the commitments made by Forest City Ratner Companie s and its affiliates includ ing Atlantic Yards Devel opment Company, LLC and Brooklyn Arena, LLC (collectively, “FCRC”) to: (i) incorporate measures into the Atlantic Yards Project (the “Project”) to avoid adverse environmental impacts, as des cribed in the Final Environ mental Impac t Statement iss ued by the Empire State Development Corporation (“ESD”) on November 27, 2006 (the “FEIS”), the Technical Me morandum pr epar ed wi th re spect to the Pr oj ect in Jun e 2009 (t he “Technical Memorandum”), and the Final Supplemental Environmental Impact Statement issued by ESD on June 12, 2014 (the “FSEIS”); and (ii) implement measures to mitigate, to the maximum extent practicable, the significant adverse impacts identified in the FEIS and FSEI S. ESD and FCRC anticipa te that the measures se t forth in this memora ndum will be included in appropriate Project documentation, with measures associated with, or the res pons ibility of, individual buildings or bui lding parc els inc luded in the applic able ground leases, and measures associated with the Project site as a whole or not specific to any one building parcel included in other Project documentation (any such lease or other Project documentation, a “Project Document” and such documentation collectively, the “Pr oje ct Docume nta tion”) . Modifi cat ions to the obli gat ions herein des cri bed may be granted by ESD (not to be unreasonably withheld) or as otherwise provided for in this memor andum, and in the event of any such modifi cation, the Project Document imposing the affected obligation shall be deemed to be revised to incorporate such modification. The Project Documentation shall provide that the commitments set forth herein shall run with the land and be binding upon FCRC’s successors and assigns for the period of time any such party holds a property interest in the relevant portion of the Project or the Projec t site or unti l such earli er time as the rel evant obl igation is sat isf ied or ful ly discharged, with respect to those obligations that do not exist in perpetuity. B. SOCIOECONOMI CS The Project (including Phase I and Phase II) shall generate at least 2,250 units of affordable housing on site for low-, moderate-, and middle-income persons and famili es. At leas t 30% of the uni ts buil t on the arena block in Phase I (but no les s than 300 units) shall be afford able to such households . The remainde r of the affor dable units shall be built in Phase II or on Site 5; however, not more than 50% of the Phase II units shall be bui lt without comple tion of at least 50% of the Phase II aff ordable unit s. The af forda bl e units ar e ant icipat ed to be buil t as par t of the May or ’s New Hous ing Marketplace Plan and are expected to be financed through tax-exempt bonds provided under existing and proposed City of New York (“City”) and State of New York (“State”) housing progra ms suc h as the City’ s 50- 30-2 0 pro gra m. Based on current ly availa ble information, the parties anticipate that the affordable housing units will be made available to households with incomes falling within the income bands set forth in the FEIS and
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