Nassau Coliseum Lease Mangano Wang

8/6/2019 Nassau Coliseum Lease Mangano Wang

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LEAS E

Between

THE COUNTY OF NASSAU, LAND LORD

an d

ARENACO SPE LLC, TENANT


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INDEX1 . CERTA IN D EFIN ITIO N S 12 . DEM ISE 133 . LEA SE TER M 134 . CO N TIN G EN CIES/A PPR O V A LS A N D CO N STR U CTIO N PERIO D 135 . PRE- ISSU A N C E CO STS A N D EX CESS D EV EL O PM E N T CO STS 176 . CO LIS EU M IM PRO V EM EN T S PLA N S A N D SPECIFICA TIO N S 197 . CH A N G E O RD ERS 208 . RE NT 219 . A D D ITIO N A L REN T 2410. CO N STR U CTIO N O F CO LISEU M IM PRO V E M EN TS BY LA N D LO RD 27

J J ^ ^ A L T E R A X I O - N - O F ^ C O L I S E - U M - I M P R O V E M ' E N T S12. REQ UIRE D PARK ING 3113. U SE A N D O CCU PA N CY 3114. G RA N T O F N EW LEA SE A T EX PIRA TIO N O F SM G /CO U N T Y LEA SE 3216 . PREM ISES REPA IRS A N D M A IN T EN A N C E 3317. EN TR Y BY LA N D LO RD 3618. CO M P LIA N CE W ITH LEG A L REQ U IR EM EN TS A N D IN SU RA N CERBQ yiREM BN TO 3719. UTILIT IES AND SERVIC ES 3820. INSU RAN CE . 3921 . F IRE A N D O TH ER CA SU A LT Y 4222 . CO N D E M N A T IO N 4523 . A SSIG N M EN T A N D SU BLETTIN G 4624 . EV EN T O F D EFA U LT A N D CERTA IN REM E D IES O F LA N D LO RD 5025 . SECU RITY FO R PERF O RM A N CE O F TE N A N T' S O BLIG A TIO N S 5426 . IN TEN TIO N A LL Y D ELETE D 5527 . SU RR EN D E R. 5528 . _ J N O W A IV ER. . . . . .. . .T9 7 Q U IET EN JO Y M EN T 56

J $ 0 ^ ^ _ I N T E i n i n N A L L Y _ U31 . SH O RIN G , EX CA V A TIO N O F A D JO IN IN G PRO PERT Y ,E N C R O A C H M E N T S 5 732 . EN V IRO N M EN TA L PRO V ISIO N S 573 3 . W A IV ER ; N O CO U N TE RCLA IM S 5934 . ESTO PP EL CERTIFICA TES 6035. NOT ICES 6036. BRO KER 6137 . IN D EM N IFICA TIO N BY TEN A N T 6238. LIMITA TION OF LIABILITY 6339 . A RBITRA TIO N 6440 . M EC H A N IC S ' L IEN S A N D O TH ER LIEN S 6541. LIABILITY FOR PAY ME NTS . . , 6642 . N O N -M E RG ER 6643 . EN TIRE A G RE EM E N T 66

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44 . N O O RA L M O D IFICA T IO N 6645 . SU CCES SO RS A N D A SSIG N S 6646 . IN D EX A N D PA RA G RA PH H EA D IN G S 6647 . IN V A LID ITY O F PA RTIC U LA R PRO V ISIO N S 6748 . IN TERPR ETA TIO N S 6749. NO OFFER 6750 . RECO RD IN G O F M EM O RA N D U M O F LEA SE 6751 . IN D EPEN D EN T CO N T RA C TO R 6852 . N O A RRE A RS O R D EFA U LT 6853 . RECO RD S A CCESS 6854 . CO N S EN T TO JU RISD ICTIO N A N D V EN U E ; G O V ERN IN G LA W 6855 . A LL LEG A L PRO V ISIO N S D EEM ED IN CLU D ED ; SU PREM A CY ; 6856 . A D M IN ISTR A TIV E SERV ICE CH A R G E 6957 . EX EC U TO R Y CLA U SE 6958. T E N A N T 'S O F FSE T S A G A IN S T A N N U A L R E N T A L ^ ^ ^ ^ ^ ^ ^

m I ^ A S E 7 S f f i N D M E N T R E L A T I N G T O B O N D F I N A N C I N G 7 061 . CO O PE RA TIO N REG A R D IN G TH E H U B 7162 . REPRE SEN TA T IO N S A N D W A R RA N T IES _ 71-

E-V-ENT-O^-FeReB-M-A-J-ETOE" " 7364 . G O V E RN M EN TA L O BLIG A TIO N S 7465. EXC LUSIV E 7466 . L IV IN G W A G E LA W 7467 . A TTO RN EY S FEES 7568 . LA N D LO RD ' S CO O PERA TIO N 7569. LIMIT ATION ON TEN ANT 'S RIGPITS 75

L I S T O F S C H E D U L E SSCH ED U LE A D ESCRIPTIO N O F TH E LA N D

__SCH ED U LEr -B PERM ITTED ' EN U U M BRA N CESSCH ED U LE C PRO H IBITED PERSO N D EFIN ITIO NS C H E D U L E D P R O J E C T D I A G R A MSCH ED U L E E CERTIFICA TIO N O F CO M PLIA N CE

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T H IS L E A S E (as amended from time to time in accordance with its terms, this"Lease") is made and entered into as of the Lease Effective Date, by and between T H EC O U N T Y O F N A S S A U , acting solely in its proprietary, not governmental capacity, togetherwith its successors and assigns (the "Landlord"), having an address at One West Street,Mineola, New York 11501, and A R E N A C O S P E L L C , a Delaware limited liability company,togeth er with its successors and perm itted assigns (the "Tenant"), having an office address at1600 Old Country Road, Plainview, New Y ork 11803.

WITNESSETH:In consideration of the mutual covenants and agreements herein contained, andfor other good and valuable consideration, the receipt and sufficiency of which are hereby,a c k n o w l e d g e d ^ a n d l o r ^

1. C E R T A IN D E F IN IT IO N SF or t he p u rp o se s o f t h i s _ L e a s ^ ^ m e

Jbdlmvin^werdsr-aireH^ :1 1 Additional Rent shall have the mea ning as defined in Section 9.1.

^T^ationssEall have the meaning as defined in Section 11.1.Alternate Tax shall have the meaning as defined in Section 9.8..3

1.4in Section 8.3. Annual Coliseum Revenue Accounting shall have the meaning as defined

1.5 Annual Rent shall have the me aning as define d in Section 8.1.1.6 ^ Ap provals shall mean all approvals, co nsents and perm its "from allapplicable federal, state, county and municipali)oai-ds, bodies, ageneies or authorities (including,-without limitation7the County Legislature, the Referendum, the Office of Legislative BudgetR ev iew , the O f f i c e j r f M ^ ^

zonmgT^paflcing, wetlands, traffic, height, bulk, exterior signage and building permits andapproval s as may be required in order to perfo rm and fin ance (a) any and all of the Work, and(b) the issuance by the County of the Bonds, (including all Final Approvals for such Bonds) allof which are to be applied for and obtained by the Landlord at the expense of the Tenant as auPre-Issuance Cost" (as hereinafter defined) .L7 Appro vals and Construc tion Period shall be that period of timecommencing on the Lease Effective Date and continuing until the earlier of (a) the SubstantialCompletion of the Coliseum Improvements or (b) four (4) years af ter the Lease Effective Date,

unless the expiration of such period of time is extended by any Event(s) of Force Majeure, orotherwise extended pursuant to the terms of this Lease; provided, however, that in no event shallthe Approvals and Construction Period be tolled or extended beyond the date that is five (5)years af ter the Lease Effective Date plus the period of time any Tenant C hange O rders delay thecompletion of construction of the Coliseum Improvemen ts.


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Architect 's Certification shall mean a certificate of Landlord's architectcertifyin g that (a) the architect has exam ined the applicable C oliseum Im provem ents Plans andSpecific ations, and (b) after appropriate inv estigation, that part of the Wo rk specified in saidcertificate has been completed in all material respects in accordance with the ColiseumImprovements Plans and Specifications (subject only to an attached punch list which shallidentify the incomplete i tems of work, the non-completion of which shall not materially interferewith the use of the that part of the Wo rk s pecified in said certificate for its intended pu rpose).1-9 Assignm ent of Leases and Rents shall have the mean ing as defined inSection 25.1.1.10 Award shall have the mean ing as defined in Section 22.3.i m Ban kruptc y Code shall mea n Title 11, Sections 101 et seq. of the United

States Code.1.12 Ben efits shall mea n "Financial Assistan ce" as said term is HefinH mArticle 18-A of the Genual Municipal Law of the State of New York as of the date hereof andany other form of financial assistance or tax abatements granted with respect to the Premises bythe State of New York or any agency, authority or public benefit corporation of the State of NewYork or the federal governm ent. 1.13 Bon ds shall hav e the mea ning as defined in Section 4.1 (j).L I4 Business Days shall mea n all days exclud ing Saturdays, Sunda ys and alldays observed by the State of New York, the County or the federal government as legal holidays.1-15 Capital Improv emen ts shall mea n such improv emen ts to the Premises thatqualify as capital improvements in accordance with GAAP.1-16 Capital Repairs shall have the mean ing as defined in Section 16.3.1-17 Casualty Repa irs shall hav e the mea ning as defined in Section 21.1.1718 Coliseum shall mea n that part of the Coliseum Imp rovem ents consisting ofthe arena building to be constructed on the Coliseum Parcel, and, to the extent necessary for theproper operation and functioning of such arena building, any connections between such arenabuilding and the remainder of the Coliseum Improvements (whether such connections are heldby fee ti t le or easement acceptable to Landlord), as same may be constructed in accordance withthis Lease.1-19 Coliseum Design Standard shall mean a standard for the design of theColiseum mutually acceptable to Landlord and Tenant which shall , following the procedurehereinafter set forth in Article 6 of this Lease, provide plans and specifications for the Coliseumthat will result in the construction of a facility that is substantially similar to, but not identical to,The Prudential Center located in Newark, New Jersey, and will comply with LegalRequirements; provided, however, that i t is understood and agreed that (a) the Coliseum will notbe exactly the same as The Prudential Center, and may have, for example, different types or

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num bers of amenit ies, suites, and/or seats , and (b) the Coliseum shall have a min imum ofseventeen tho usand (17,000) seats , and a min imu m o f f if ty (50) suites, each of which shall becapable of accommodating a minimum of eight (8) patrons, and that are intended for the use asthe Islanders ' home arena and the other Coliseum Uses.

1.20 Coliseum Impro vem ents shall mean the impr ovem ents described in and tobe constructed substantial ly in accordance with the Coliseum Improvements Plans andSpec i f ica t ions .1.21 Coliseum Improv emen ts Plans and Specificat io ns shall have the mea ningas defined in Section 6,3.1 -22 Coliseum Improvements Plans and Spcij5x;at-iQns-A-ppreval-Period-shall~-h av e t he meaning ; as def ined in Sec t ion 63 ,1.23 Coliseum Improvem ents Property shall mea n the Coliseu m Improvem entsand the Coliseum Parcel .1.24 Coliseum Parcel shall mean the real prope rty to be designated on theProject Diagram as that port ion of the Land upon which the Coliseum is to be constructed.

Guliseum "Parians Areas shall mean that part of the Land upon which thereshall be located six thousand five hundre d (6,500) parking spaces.

1.26 Coliseum Rev enues shall mea n gross revenue s, net of sales taxes, t ickettaxes and t icket surcharges, due and paid to the Islanders and/or the Tenant from, or in any wayrelated to, (a) the operation of, or the activi t ies conducted at , the Coliseum Improvements andany and al l other improvements or businesses from time to t ime located upon the Land,including, without l imitat ion, pre-season, regular season and post-season hockey t icket revenues,t icket revenues from other sports and t icket revenues from family events, concerts and otherentertainment, and (b) pre-scason and regular season home games permitted to be played awayunder the non-relocation agreement referenced in Section 4.1(p) of this Lease. In al l casesrevenues shall include, without l imitat ion, t icket revenues and revenues from food, beverage,merchandise and other__concessions^-no v e l - t i e s - e a f e r i n g r ^ i i i t r r ] f c . e . n ^ anTTfpl^rliih . ^ f ^ r ^ f i nbroadcast , sponsorship ( including signage and other advert ising), internet (website , Facebook,Twitter , and al l other similar social networking internet s i tes relat ing to the Coliseum), namingrights, publicat ions, parking and personal seat l icenses, but shall exclude al l media revenu e(other than radio broadcast) from television, cable, or the internet relat ing to the Islanders andother "new med ia," and further excluding al l reven ue received fro m the NH L. If fol lowing theLease E ffectiv e Date the NHL rules shall be modifie d, or other NH L decisions m ade, such thatthe Coliseum Revenues would, but for the operation of this provision, be reduced, then thepart ies shall agree upon an equitable adjustment to this defini t ion such that the intendedecono mic e ffect is restored as nearly as is practicable. If the part ies are unab le to agree upon theadjustment, then the matter shall be determined by arbitrat ion pursuant to Article 39 of thisLease. If any reven ue which would consti tute Coliseum R evenu es if paid to the Islanders and/orthe Tenant durin g the Lease Term is paid to the Islanders and/or the Te na nt prior to the Lease

- Term C omm ence men t Date (e.g. advanc ed rentals , paym ent for nam ing r ights or book ing fees)

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for events that will occur on the Premises following the Lease Term Commencement Date, thenthese revenues shall be included in Coliseum Revenues during the first Lease Year (or during theLease Year during which Tenant is entit led to use, retain and enjoy such revenues, if later). Ifany revenue is paid to the Islanders and/or the Tenant for any period, a portion of which wouldconstitute Coliseum Revenue during a Lease Year and a portion of which would be for a periodfollowing the expiration of the Lease Term, then only that portion of such revenue as shallconstitute Coliseum Revenue during such Lease Year shall be included in the computation ofColiseum Revenues and the balance shall belong to Tenant.1.27 Coliseum Uses shall have the mean ing as defined in Section 13.1.1 -28 Completion Date shall have the meaning as defined in Section 10.3.L29 Concession Agree men ts shall have the mea ning as defined in Section

23.10.L3 0 Construction Com men ceme nt Date shall mean that date which is sixty

a n c | a | ]Contingencies satisfied, except for the Contingency set forth in Section 4.1ft) .i -31 Con tinge ncies shall hav e the meaninmildi-iied.in-SeGtioH-4T-l- 1.32 Control (including the terms "contro lling," "controlled by" and "undercommon control with") of a Person shall mean the possession, direct or indirect, of the power todirect or cause the direction of the management and policies of such Person, whether through theownership of voting interests, by virtue of being a general partner or managing member, bycontract or otherwise.1.33 County shall mea n Nassa u Coun ty, New York.L34 Cou nty Exe cutiv e, shall-mean -the--individua l- theri fip;r\nngofficial in Nassau County known as the County Executive1 35 Co unty Legisla ture shall-meanahe-C Quntv-s-le^ isl Rti vfl-hody^1.36 CP I Index shall mean the Consum er Price Index (1982-84 =100) aspublished by the United States Department of Labor Bureau of Labor Statistics for the NewYork-Northern New Jersey-Long Island area, as measured by the Consumer Price Index for AllUrban Consumers (CPI-U), (all I tems) or, if such index is no longer published, such othercomparable index as shall be agreed to by the parties to measure increases in the cost of l iving.1 -37 Design Architect shall mean an architect selected by Landlord pursuant toan RFP process conducted in accordance with Legal Requirements based on such criteria set

forth in the RFP as determined by Landlord in consultation with Tenant to the fullest extentpermitted by Legal Requirements. The Design Architect shall be the design architect that submitsa proposal pursuant to said RFP and that Landlord and, to the fullest extent permitted by LegalRequirements, Tenant, mutually select as their choice to be the Design Architect and which isapproved by the County Legislature and, to the extent required by Legal Requirements, NIFA.

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1.38Section 32.1(d). Environmental Authorities shall have the meaning as defined in

1.39 Environ mental Laws shall have the mea ning as defined in Section 32,1(a).1.40 Equity Fund s shall have the mea ning as defined in Section 5.2.1-41 Equity Fun ds L/C shall hav e the mea ning as define d in Section 5.2.1-42 Event of Force Maj eur e shall me an (a) strikes, (b) lock-outs, (c) labortroubles, (d) inabili ty to procu re materials (e xcluding lack of fun ds or inabili ty to procure thesame at prices deemed advantage ous), (e) failure of power, (f) riots, (g) insurrection, (h) the act,failu re to act or def ault of the other party , (i) war, (i) acts of terrorismrakXdther-part-y^faiMvirftimelyHrand in goodTaith grant i ts consent or approval to any matter explicit ly requiring such

consent or approval as set forth herein, (1) the fil ing of a lawsuit by a third party contesting orchallenging the actions or proposed actions of Landlord or Tenant pursuant to this Lease, (m)delays caused by any arbitration proceedings undertaken pursuant to the terms of this T ^as^,including, without l iri i i lalion, any arbitration proceedings in any way related to the ProposedColiseum Plans and Specifications, the Coliseum Plans and Specifications and any decision todeny a change order to such Coliseum Plans and Specifications requested pursuant to this Lease,(n ) any de lays caused by Tenan t ' s f a il u r e t o J j m d y ^ a p pr a^ ^extension of the duration of the construction period due to the terms of any change orders.

1-43 Exces s Coliseum Bond Proceeds shall have the mean ing as defined inSection 5.3.L4 4 Existing Improv emen ts shall mean the buildings and improvem entslocated on the Land on the Lease Effective Date.1.45 Fee Mor tgage shall mean any mo rtgag e from time to t ime encum bering allor any part of the ice estate in the Land and or the Improvements from time to t ime locatedthereon.1.46 Final shalLmean-as to any -det ern^

approval issued by the Governm ental Autho rity (including judicial autho rities) havingjurisdiction over the subject matter, which shall not have been reversed, stayed, enjoined, setaside, annulled or suspended, and with respect to which no timely request by a party withstanding for stay, petit ion for rehearing, reconsideration, review or appeal shall be pending, andas to which the time for fi l ing any such request, petit ion or appeal shall have expired orotherwise terminated.1.47 GAA P shall mean generally accepted accoun ting principles.L4 8 Governm ental Autho rity shall mea n any federal, state, munic ipal, nationalor other government, governmental department, commission, board, bureau, court, agency orinstrumen tality or polit ical subdivision thereof or any entity, officer or examiner exercisingexecutive,- legislative, judicial, regulatory or admin istrative fun ctions of or pertaining to any

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government or any cour t , in each case whether associated with a s tate of the United States , theUnited States , or a foreign ent i ty or government .1 -49 Hazardo us Mater i a l s shal l have the mea ning as def ined in Sect ion 32.1(b) .1 .50 HU B shal l mea n that por t ion of Nassau Co unty f rom t ime to t imecommonly r efer r ed to as " the HUB."1.51 IDA shal l hav e the me an ing as def ined in Sect ion 23.3(a ) .1 -52 Impai rment Tak ing shall mean a Takin g of a por t ion of the Premises f romtime to t ime s i tuated thereon w hich ca uses dim inut ion in value to al l or a por t ion of theremainder o f t he Premises .1.53 Impo si t ions shal l me an al l real es tate taxes , assessm ents , water and sewercharges , vaul t r ent or charges , governmental impos i t ions and charges of every kind and nature

whatsoever , extraordinary as wel l as ordinary, and each and every ins tal lment thereof , whichshal l or may dur ing the Lease Term be charged, l a id , l evied , as ses sed, imposed, become due andpayable, or l iens upon, or ar ise in connect ion with the ownership, leas ing, operat ion, use,occupancy or posses s ion of , or grow due or payable out of , or for , t he Premises or any por t ionthereof , and al l taxes charged, laid, levied, assessed or

"foregoing uftder or by vir tue of al l present or future laws, ordinances , requirements , orders ,direct ions , rules or regulat ions of the Federal , s tate and town governments and of al l otherGovernm ental Author i t i es having jur i sdic t ion over the Premises wh at soever , and a l l f ees andcharges of publ i c and Governm ental Autho r i t i es for maintenan ce, occu pat ion or use of thePremises or any por t ion thereof ; provided, however , t hat i n no event shal l t he foregoing include( i ) any municipal , s tate or federal corporate income, f ranchise, inher i tance, es tate, success ion orgi f t t axes imposed upon Landlord which are based upon the income or capi t a l of Landlord(except as express ly provided in Sect ion 9.2(a) , or ( i i ) any real es tate taxes , s tate and local salesand use taxes or mortgage recording taxes , to the extent same_are subjecl to_exemp_tion .by vir tueof the Benefi ts granted wi:h respcet to the Premises .

1 .54 Improv emen t s shall me an any bui ld ings or o ther improveme nt s ,_constructed-or- to-be-Gonstrueted -on- the-T^nd"in accordance with this Lease, together with anyal t er a t ions , addi t ions and improvement s there to , r es tora t ions and r eplacement s thereof and thef ix tures and equipment appur t enant there to but excluding t r ade f ix tures and per sonal proper tybelong ing to Tenant or subtenant s of t he Premises or por t ions thereof .

i -55 Independent CPA shall mean an independent cer t i f ied publ i c account ingf i rm reasonably acceptable to Landlord .1 .56 Informat ion shal l have the mea ning as def ined in Sect ion 53.1 .1 -57 Insurance Procee ds shal l have the mea ning as def ined in Sect ion 21.1 .1.58 Insura nce Req uirem ents shal l me an al l presen t or future terms and

condi t ions of a l l i nsurance pol i c i es mainta ined or r equi r ed to be mainta ined hereunder , a l l ofwhich shal l be in compl i ance wi th a l l appl i cable Legal Requi r ement s , r easonable r equi r ement s of

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any insurer of the Premises and the rules, orders, regulat ions or requirements of the national andlocal Board of Fire Underwriters , the New York Fire Rating organization or any other similarbod y having jurisdict ion and those of any appropriate New York State or federal agency, office,department, board or commission thereof.1 -59 Intended Exemption s shall have the mea ning as defined in Section 9.2(a ) .1.60 Interest Rate shall mea n the lesser of (a) the prim e rate, as published in theWall Street Journal , in effect from time to t ime, plus three percent (3%) and (b) the maximumapplicable legal rate, if any.1.61 Islanders shall mea n the New York Islanders professional ice hock eyf ranch ise o f the NHL .1-62 Islanders ' Own ership Enti ty shall mea n the enti ty which owns the Ne wYork Islanders professional ice hockey franchise of the National Hockey League.

Is landers ' P ledge Agreement sha l l have the meaning as def ined in Sec t ion25 .1 .1 -64 Islan ders/S MG Leas e shall me an the existi ng lease betwcen_t1ne_Islander^l0 w n r s h i p - M t 5 r ^ ^ M G ~ ( l a t e d a s o f J a nu a ry 2 8 , 2 0 1 0 ( to g et he r w i th an y a m en d m en ts ,modificat ions, supplements, extensions and restatements thereto) .1-65 Islanders/SM G Lease Am endm ent shall hav e the mean ing as defined in

Section 4.1(h).1 -66 Islanders/SM G Lease Expirat ion Date shall mea n July 31, 2015.1.67 Land shall me an all that certain plot, pie ce or parc el of real propertysi tuate lying and being in IJniondale, Town of Hempstead, County of Nassau, State of New Yorkmore part icularly bounded and described in Schedule yLattached hereto-and-made a-part-hereof-(as the same may be amended from time to t ime pursuant to the terms of this Lease) , togetherwith al l r ights appurtenant thereto, including. withou^

hereafter benefi t ing such property.1.68 Landlord shall have the mea ning as defined in the pream ble.1-69 Landlord Indemnitees shall mea n Landlord, its successors, assigns, agents,invitees, l icensees, contractors, consultants , employees, elected officials , officers, managers,directors, members, shareholders and partners.1-70 Lan dlord 's Capital Repair Costs Obligation shall hav e the mean ing asdefined in Section 16.3.1-71 Lan dlord 's Cha nge Order shall have the mea ning as defined in Section7.1.

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1 -72 Landlord ' s Telecommunicat ions Antennae means any and a ll devices nowor hereafter used to send and/or receive communications signals of any type by Landlord and/orany and all other federal, state, and municipal public safety authorities, agencies or organizations(e.g. , the Department of Homeland Security) for public safety and emergency communications ofany nature.1.73 Lease shall have the mea ning as defined in the pream ble.1 -74 Lease Effect ive Date shall mea n the date of execution and delivery of thisLease by the County Executive following a SEQRA determination reasonably acceptable toLandlord having been obtained, the execution and delivery of this Lease by Tenant and theapproval of this Lease by the County Legislature, the Referendum and, if applicable, the Office

o f L e g i s l a t ^ ^how everT TH by the County Execut ive and a copy of th is Leasesigned by the County Executive provided to Tenant on or before December 1, 2011, then at anytime thereafter until Tenant is provided with a copy of this Lease signed by the CountyExecu tive , Tenan t m a> ^ te rm ina t e_ t l ^tenrnnatiuiiTln^^^ ther eafte r all partie s here to shall berelieved of and from any and all further rights and obligation other than such rights andobl igat ions as by thei r terms survive the termination or expira tion of th is Lease . _ _ _ _ _ _ _

1.75 Lease Term shall have the mea ning as defined in Section 3.1.1-76 Lease Term Comm encem ent Date shall mean the first Busines s Day afterthe satisfaction (or waiver by the benefitted party or parties) of all of the Contingencies.1.77 Lease Year shall mean each period of twelve (12) consecutive mo nthsbeginning on August l s l and ending on July 31 st during the Lease Term, except that if the LeaseTerm Commencement Date shall not be on an August 1 st , then the first Lea se Year s hallcommence on the Lease Term Commencement Date and end on the next ensuing July 31 st an dthe last Lease Year shall commence on August 1 st of that year and end on the last day of theI ,case Term .1.7-8 L egal- Req uirem ents- shal l^ nM rrai r iaw s, sta tutes , ordinances, bui ldingcodes, zoning regulations and ordinances and the orders, rules, regulations and requirements ofall Federal, state, local and municipal governments, and the appropriate agencies, officers,departments, boards and commissions thereof to the extent same have jurisdiction over thePremises and/or this Lease, as the case may be, whether now or hereafter in effect which may beapplicable to this Lease, the Premises, or any part thereof, or the use or manner of use of all orany part of the Premises or the sidewalks and curbs adjacent thereto.1.79 Living Wage Law shall have the mea ning as defined in Section 66.1.1.80 Ma jor Alterations shall mean (a) a material change, alteration or additionto any structural component of the Coliseum or building or mechanical systems of the Coliseum,or (b) any alterations involving work in excess of Two Million Dollars (increasing on each fifthanniversary of the Lease Term Commencement Date by $250,000.00), but which are

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comm enced a f te r the Lease Term Com mencem ent Date ; p rov ided , however , spec i fica l lyexcluding al terat ions made in connection with, or result ing from, Casualty Repairs .1-81 Ma jor Change Order shall have the mean ing as defined in Section 1.2.1.82 Master Lease shall mea n a lease of the entire Prem ises in which Landlordhereunder is the lessee or any mesne lease by Landlord of al l or any port ion of the Premises.1 -83 Minimum Annual Rent shall have the meaning as defined in Section 8.1.1.84 MO U shall mean that certain Mem orand um of Unde rstanding dated as ofJune 29, 2006, between the County and Lighthouse Development Group, LLC, as amended byFirst Am end men t to the Me mor andu m of Understandin g dated as of Scptemhcr 2X. 2006 andSecond ATiTCiKlment ' t^fl ieTvIemorandum of Understanding dated as of December 28, 2006, and

deemed amended by Section 8.04 of the Prior Development Agreement.1 -85 Nassau Veterans Memorial Coliseum shall mean the exist ing arena locatedo n t h e T .and1.86 NH L shall mean the National Hoc key Leagu e and, to the extenta p pl ic a bl e, i ts s uc c es so r s a nd a ss ig ns . _ _ _ _ _ _ _ _ _ _ _ 1.87 NIFA shall mean the Nassa u Cou nty Interim Finance Authori ty.1.88 Notice shall have the mea ning as defined in Section 35.1.1 -89 Objection Notic e shall have the mea ning as defined in Section 7.1.1-90 Office of Legislat ive Budg et Review shall mea n the Coun ty Legislature 's

Off ice o f Leg is la tive Budge t Review.1.91 Offic e of Man agem ent and Budget shall mean the Cou nty's Office of Ma nag em ent and Bud get. ~~ " ~~1T92Permitted Encumbrances shall mean those i tems set forth on Schedule Battached hereto and mad e a part hereof.1.93 Person shall mean any natural persons, corporations, l imited partnerships,general partnerships, l imited l iabil i ty companies, l imited l iabil i ty partnerships, joint s tockcompanies, joint ventures, associat ions, companies, t rusts , banks, t rust companies, land trusts orother organizations, whether or not legal enti t ies, and al l Governmental Authori t ies.1 -94 Pre-Issuance Costs shall have the mea ning as defined in Section 5.1.1.95 Premises shall mea n the Land together with Coliseum Improvem ents asthe same may be constructed in accordance with the provisions of this Lease, and al l other

Improvements and al l easements benefi t ing the Land, and the Coliseum Improvements, but

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excluding trade fixtures and personal property belonging to Tenant or subtenants of the Premisesor por t ions the reof1.96 Prior Develo pmen t Agreem ent shall mean that certain Develo pmen t PlanAgree men t dated as of January 5, 2007, by and between th e County and LighthouseDevelopment Group, LLC.1.97 Prohibited Nam e shall mean any nam e which is obscene, pornog raphic orcriminal (as determined in Landlord's reasonable discretion), or is or contains the name of anymunicipality (other than the County of Nassau) or the name of any other GovernmentalAuthority.1 .98 Prohibited Person shall have the mea ning set forth on Schedule C"attachedTiereto and m ade a part he reof.1.99 Prohibited Uses shall mean any use which would in the reasonablejudgment of Landlord, (i) violate any Legal Requirements, (i i) make void or voidable anyinsuran ce policy then in force with respect to the Premises, (i i i) impair the character or reputationof the Premises, (iv) discharge objectionable fumes, vapors or odors into the Premises orsurrounding areas, (v) be for the treatment, storage, disposal, generation, refining, transporting,handling, production, processing, release, dispersal or placement of any Hazardous Materials. or_XvTfbe dangerous, hazardous, noxious or otherwise hazardous to the health or safety of thegeneral public or public welfare, in each case excluding hazards that are customarily assumed byattendees of stadium events.1.100 Project Cost Change Orders shall mea n all Te nan t 's Change Orders, Ma jorChange Orders and Landlord ' s Change Orders .LI 01 Project C osts shall mean collectively, all out-of-pocket (a) costs of

demolition of any Existing Improvements to be demolished in accordance with the ColiseumImprovements Plans and Specifications, (b) costs of constructing the Coliseum Improvements inaccord ance with the term s of this Lease, (c) -Project-Cost- Chan ge O rders, (d) professional fe esand other soft costs incurred by Landlord or Tenant in connection with the items specified in thisS e c t i o n l , L 0 L f : e ) c o s t s o f 4 s s uchange order that does not constitute a Project Cost Change Order but which is approved by bothLandlord and Tenant.1.102 Project Diagram shall mea n that certain survey or's sketch of the Land tobe prepared depicting (a) the location of the Coliseum Parcel, (b) the parking areas for thepark ing space s to serve the Coliseum , and (c) access to and from the Coliseum Parcel and theparking areas to serve the Coliseum, which surveyor's sketch is to be mutually agreed upon byLandlord and Tenant and attached hereto and made a part hereof as Schedule D by anamendment to this Lease on or before the Lease Effective Date.LI 03 Propose d Coliseum Improv ements Plans and Specifications shall mean afull set of construction drawings and specifications for the construction of the ColiseumImprovements which shall contain the information reasonably necessary for the Landlord todetermine whether such plans conform to and satisfy the Coliseum Design Standard.

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1.104 Quarterly Accounting shall have the meaning as defined in Section 8.1.1.1051.1061.1071.1081.109of Landlord.L- l -1-0Re qnired-Par ldn^ lml i 'have^e meaning as def ined in Sect ion 12.1 .1 -H l Sale of the Islanders shall mean the conveya nce, assignment, encum branceor other transfer of the ownership of the Islanders or of any interest in the Islanders' OwnershipEnt i ty which resul ts in a change ^ f f^n t r"! ,1 112 Security Agre emen t shall have the mean ing as defined in Section 25.1.

QualityReview Act .

Referendum shall have the meaning as defined in Section 4.1(i) .Referendum Costs shall have the meaning as defined in Section 5.1.Release shall have the meaning as defined in Section 32.1(c).Rent shall mean Annual Rent and Additional Rent.RFP shall mean a request for proposals process undertaken by or on behalf

1.114 SMG shall mean Spectacor Man agem ent Group Inc.1-115 SMG /Coun ty Lease shall mean that certain agreement dated October 15,1979, between Landlord and Hyatt Management Corporation of New York, Inc. , as amended bythat certain Amendment to an Indenture of Lease dated as of February 8, 1980, and that certain

Amendment to an Indenture of Lease dated as of March 6, 1986, as assigned to SMG, by thatcertain Agreemen t to Assignm ent - Nassa u Coliseum dated January 24, 1991, by and betweenfac ili t y Man ageme nt of New Y ork, Inc. ("formerly Hyatt Managem ent Corporation of NewYork), Landlord, SMG and Hyatt Corporation, as further amended by that certain Amendment toan Indentur e of Lease dated as of June 11, 1991, and by that certain letter dated J ic b m a r- ^ l 31995froiri 'SMG_to^Land 1 ord pursuant to which SM G exercised its right to extend the term ofthe lease for an additional twenty (20) years, to terminate on July 31, 2015, which SMG/CountyLease relates to the management of the Nassau Veterans Memorial Coliseum, a memorandum ofwhich is dated as of May 16, 1998, and recorded on Ju ne 26, 1997, in Liber 10790 Page 965.LI 16 SMG /Coun ty Lease Amen dme nt shall have the meaning as defined inSection 4.1 (p .LI 17 SMG /Coun ty Lease Expiration Date shall mean July 31, 2015.1.118 Sublease shall have the mea ning as defined in Section 4.1(n).1-119 Substantial Completion or Substantially Completed shall mean, withrespec t tcr any of the Wo rk, the delivery by L andlord to Tenant of (a) an A rchitect 's

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Certification, (b) final or conditional l ien releases or waivers from all contractors providingservices or materials with respect to any such Work and having contracts in excess of FiveHundred Thousand and No/100 Dollars ($500,000.00) (i t being understood that final andcomplete waivers of l iens cannot be delivered in advance of completion of a particular trade orcontract), and except for any contractors, subcontractors and materialmen, if any, with whomthere is a bona fide dispute, and (c) if applicable, a certificate of occupancy relating to that partof the Work completed, whether temporary or otherwise, or other similar instrument issued bythe applicable Governmental Authority.1.120 Taking shall hav e the mea ning as defined in Section 22.1.1.121 Taking Date shall have the mean ing as defined in Section 22.1.1.122 1 enant shall have the meanin g as defined in the preamb le.1.123 Tenant Agent shall have the mea ning as defined in Section 51.1.1.124 Ten ant 's C apital Repair Costs shall have the mea ning as defined mSection 16.3.1-125 Ten ant 's Cha nge Order shall have the mean ing as defined in SeetionJLX-1-126 Ten ant 's Coliseum Improvem ents Property shall mean all improvem entsmade to the Coliseum Improvements by Tenant pursuant to any Alteration.1-127 Tenant 's Improvements shall have the meaning as defined in Section20. l( i) .1-128 Third Party Events shall mean any and all uses of the Coliseum other than

Islanders games held at the Coliseum.j 129" Trigcn Agr eem ent shall mean collectiv ely (a) that certain [.easeAgreement by and between the County of Nassau and Nassau District Energy Corp. , executed bythe County of Nassau on February 2 , 1990 and recorded in t I ie_Countv Cl erk VQ ff ia e-m -U hrr10087~arPageHT59, as amended by First Amendment To Lease Agreement by and between theCounty of Nassau and Nassau District Energy Corp. , executed by the County of Nassau onFebruary 2, 1990; and (b) that certain Master Energy Agreement dated as of February 2, 1990 byand between the County of Nassau and Nassau District Energy Corp. , recorded in the CountyCle rk's O ffice in Liber 10087 at Page 54.1.130 Trustee shall mean a deposito ry designated by Tenant and reasonablyacceptable to Landlord (Landlord acknowledging that any money center bank located in thegreater New York metropolitan area which is prepared to make disbursements as required hereinshall be acceptable to Landlord).1.131 Wo rk shall mean the construction of the Coliseum Imp roveme nts and thedemolition of that part of the Existing Improvements to be demolished in accordance with the

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Coliseum Improvements Plans and Specifications, including, without l imitation any sitepreparations, as more particularly described herein.2 . D E M I S E

2.1 Effe ctive as of the Lease Term Com men ceme nt Date, Landlord herebydemises and leases to Tenant, and Tenant hereby leases and hires from Landlord, the Land, anyof the then remaining Existing Improvements, together with the Coliseum Improvements, to haveand to hold the same subject to the terms and conditions of this Lease and the PermittedEncumbrances. For avoidance of doubt, although this Lease is binding on Landlord and Tenanteffec tive as of the Lease E ffect ive Date, Ten ant 's po ssessor y rights pursuant to this Lease shallcommence on the Lease Term Commencement Date .3 . L E A S E T E R M

3.1 This Lease shall be for a period of thirty (30) years (the "Lease Term")com m enc ing on the Lease Te rm Com m encem en t D a t e and exp i ri ng on t he t h i r t y pn t h )anniversary thereof, unless sooner terminated as hereinafter provided, upon and subject to thecovenants, agreements, terms, provisions and limitations herein set forth.3.2 Prom ptly after the occurren ce of"aird~after consulTafion with the other party hereto, Landlord and Tenant shall enter into anamendment to this Lease acknowledging that all Contingencies have been satisfied or waived,that the Coliseum Improvements have been Substantially Completed and setting forth the date ofthe Lease Term Commencement Date. The failure of either party to enter into such anamendment shall not affect in any manner the obligations of the parties hereto or thedeterminat ion of the Lease Term Co mmence ment Date .

4 . C O N T I N G E N C I E S / A P P R O V A L S A N D C O N S T R U C T I O N P E R I O D4.1 The occurren ce of the Lease Term Comm encem ent Date is subject to thes a t i s l ^ t i o n ^ f o l l o w i n g r a T T t i n g e ^

"Contingencies") within the time periods or on or before the dates specified below:(a) Simultan eously with or prior to the execution and delivery of thisLease by Tenant, the Prior Development Agreement and the MOU shall be terminated bytermination agreements in a form and substance reasonably acceptable to Landlord.(b) The Lease Effe ctive Date shall have occurred.(c) On or before , and as a condition to, the Lease Effective Date,Tenant shall have delivered to Landlord the executed Assignment of Leases and Rents,and Security Agreement (together with any normal and customary Uniform CommercialCode Financing Statements related thereto) and shall have obtained from the Islanders'Ownership Entity, and delivered to Landlord, the executed Islanders Pledge Agreementand an executed indemnification agreement, in a form reasonably acceptable to Landlord,

setting- forth indemnification, defense and hold harmless obligations of the Islanders setforth in this Lease.

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(d) Within three (3) month s after the Lease Effe ctive Date, Landlordand the Design Architect shall have executed an architects ' agreement for the design ofthe Col iseum Improvements .(e) Within five (5) mon ths after the Lease Effe ctive Date, Landlordand Tenant shall have agreed to the configuration of the Project Diagram and shall haveamended this Lease to attach such Project Diagram as Schedule D of this Lease.(f) Within nine (9) month s after the Lease Effec tive Date, substantialcompletion of the Coliseum Improvements Plans and Specifications as hereinafter setforth in Article 6 of this Lease. Substantial Completion of the Coliseum ImprovementsPlans and Specifications shall mean that, in the reasonable judgment of the DesignArchi tect , the Col iseum Impro yme i i t sJPlans~ and^ mrnple teTto allow Landlord to commence applying for the Approvals.(g) Within ten (10) mo nths after the Lease Effec tive Date, theobtaining by Landlord of all Final Approvals.(h) Within ten (10) mo nths after the Lease Effective Date, theexecution and delivery by the Islanders' Ownership Entity and SMG of, and the deliveryto Landlord of a s igned copy of . a b i iu lm^aamem&uf-w-i t^Lease (the "Is landers /SMG Lease Development Agreement") , without anycontingencies, and in a form reasonably acceptable to Landlord, which shall provide that(a) the Islanders/SM G L ease shall expire on the earlier of (i) the Islanders/SM G LeaseExpiration Date or (i i) the Lease Term Com men ceme nt Date, (b) SMG consents to thisLease, the construction of the Coliseu m Im prove ments and thedemolition of that part ofthe Existing Improvements to be demolished in accordance with the ColiseumImprovements Plans and Specifications, as more particularly set forth in this Lease,

(c) any such construction and d emolition activities shall not constitute a nuisance or inany way a viola t ion of the Is landers /SMG_Leaj^e^- Lease- Develo pmen t Agreem ent, and" (d) until the expiration o ftl ie lslan der s/S MG Lea se, . ._- t h e Is landers-wi l l -cont inue- toplay^sufcs t^TOIy "p ro f i t s regular and post season games a tthe Nassau Veterans Memorial Coliseum.

(i) Within ten (10) mo nths after the Lease Effe ctive Date, theexecution and delivery by Landlord and SMG of, and the delivery to Tenant of a signedcopy of, a binding agreement with respect to the SMG/County Lease (the " S M G / C o u n t yLease Development Agreement") which shall provide that (a) the SMG/County Leaseshall expire on the earlier of (i) the SMG/County Lease Expiration Date or (i i) the LeaseTerm C omm encem ent D ate, (b) SM G consents to this Lease, the construction of theColiseum Improvements and the demolition of that part of the Existing Improvements tobe demolished in accordance with the Coliseum Improvements Plans and Specifications,as more particularly set forth in this Lease, and (c) any such construction and demolitionactivities shall not constitute a nuisance or in any way a violation of the SMG/CountyLease , as amended by the SMG/County Lease Development Agreement .

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(j) On or bef ore Septem ber 1, 2011, the Final approval by the votersof the County of a public referendum (such approval, the "Referendum") authorizing theissuance by the County of i ts general obligation bonds in a principal amount of not morethan $400,000,000 ( the "Bo nds") , which Referendu m shal l provide that $350,000,000.00of the Bond proceeds shall be allocated to fund the Project Costs (which Project Costsshall include the pro-rata costs of the issuance of the Bo nds).(k) Prior to the date of issuance of the Bon ds, the receipt by theLandlord of all off-site easem ents and rights-o f-way for storm and sanitary sewer lines,water l ines, gas l ines, electricity l ines, telephone and data c able l ines and all other util it iesnecessary for the construction, use, maintenance and operation of the ColiseumImprov emen ts, which easem ents and rights-of-w ay shall be applied for and obtained b ^

tiiej^andloi^(1) Prior to the date of issuance of the Bond s, the receipt by theLandlord and Tenant of such environmental, geotechnical, soil and other engineerings tu di es a s L a n d l o r d o r T e n a n y ^

"a f l he ^e xp e^ Cost ) , the results of which are reasonablyacceptable to Landlord and Tenant. The results of such studies (i) shall be deemed to bereasonably acceptable to Landlord unless, prior to the date of issuance of the Bonds,L a n d l s objections thereto and(ii) shall be deemed to be reas onab ly accep table to Tenant un less, prior to the date ofissuance of the Bonds, Tenant provides Notice to Landlord setting forth Tenant 'sobjections thereto.(m) Prior to the date of issuance of the Bond s, the execution byLandlord of one or more guaranteed m aximum pr ice project management agreements orconstruction contracts for the Work that, together with all other Project Costs, in the

aggregate do not exceed Three Hundred Seventy Five and No/100 Dollars($375,000 ,000.00). The construction contractors or the project manag ers, as the casemay be, shall be selected through competitive sealed bids or an RFP process, as the casemay be, conducted in accordanceTwith Legal Requirements based on such criteria setfor th in the bi d j t o c u m e n t ^ e tennined-by^L ani l l orclT i r f-cons ultatiorP with Tena nt to the fullest extent permitted by Legal Requiremen ts. Theproject managers shall be those that submit proposals pursuant to such RFP that Landlordand, to the fullest extent permitted by Legal Requirements, Tenant, mutually select astheir choice for the project managers, subject to the approval of the County Legislatureand, to the extent required by Legal Requirements, NIFA. The construction contractorsshall be the lowest responsible bidders that are awarded contracts by Landlord, with inputfrom Tenant to the fullest extent permitted by Legal Requirements, in accordance withLegal Requirements, subject to the approval of the County Legislature and, to the extentrequired by Legal Requirements, NIFA.

(n) Prior to t ire date of issuance of the Bond s, execution and deliveryby the Tenant, as sublandlord, and the Islanders' Ownership Entity, as subtenant, of asublease with respect to the Coliseum, in form and substance satisfactory to the Landlordin its reason able sole discretion, having a term exp iring one (1) day prior to the date of


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the expirat ion of this Lease ( the "Sublease") . The subtenant shall pay to the Tenant eachyear as rent under the Sublease an amount equal to or greater than the Annual Rent andAddit ional Rent due hereunder. The subtenant also shall pay to the Tenant each year anamount sufficient to pay the cost of maintenance and repair of the Land and al limprovements located thereon, including, without l imitat ion, the ColiseumImpro veme nts, for each such year as described in Article 16 below . The Sublease alsoshall include non-relocation covenants typical for a sublease between a single-purposebankruptcy remote enti ty, as sublessor, and a sports team, as sublessee.

(o) Prior to the date of the issuanc e of the Bond s, Tenant shall cause tobe delivered to Landlord a non-substantive consolidation opinion (pair ing at least theIslanders ' Ownership Enti ty and the Tenant) of an at torney for the Islanders ' OwnershipE n t it y t o t h e L a n d lo r d e x p e r L e n c e d J i v d e l i v e i i n ^ u e l i o pbe reasonably sat isfactory in form and substance to Landlord 's counsel .(p) Prior to the date of the issuance of the Bon ds, the execution by

Landlord and the I s landers ' Ownersh ip Ent i ty o f a non- re lnpa t inn qgr^mpnt pnnunnt towhich the islanders ' Ownership Enti ty shall agree to play substantial ly al l of theIslanders ' home games ( including post-season home games) at the Coliseum for a periodof thir ty (30) years, subject to applicable NHL League requirements, which obligationshall be supp orted bv .spiQ cific.pjsrito Helertrnnerland otherwise shall be in form satisfactory to Landlord in i ts sole discret ion.

(q) Prior to the Lease Effectiv e Date, Tenan t, in good fai th usingcomm ercial ly reasona ble efforts , shall have entered into such labor agreements as Tena ntmay negotiate with the various labor organizations that may be hired to provide servicesin connection with the operation of the Coliseum.

(r) The nam e of the arena is the "Nas sau Veterans Mem orialColise um. " This Lease recogn izes that a prior agreement, no longer i i i effect , . .betweenTen ant 's A ffi l iate and the United Veteran s Organization prov ided for a mor e beneficial

r e co g n it io n o f - o u r - v e t e r a n s . ^ h i s ~ t e a s e ~ t e ^ d i s cu s s io n s b e tw e e nTenant and the United Veterans Organization to reach a similar agreement_fortheCol i seu m^fh ere foT e on or be fo re lh e Lease Ef fec t ive Date , Tenant sha l l have en te redinto an agreement with the United Veterans Organization sat isfactory to Tenant withrespect to the recognit ion of the Nassau County veterans.

(s) On or bef ore the later of (i) thirty (30) days afte r all of theContingencies set forth in Sections 4.1(a) through Section 4.1 (r) , inclusive, above havebeen sat isf ied or waived, and ( i i) twelve (12) month s after the Lease Ef fectiv e Date, thesatisfactory marketing and closing on the issuance and sale of the Bonds by the Countypursuant to terms and condit ions reasonably acceptable to Landlord.

( t) On or befor e the last day of the App rovals and ConstructionPeriod, the Coliseum Improvements shall be Substantial ly Completed and the possessionthereof delivered to Tenant.

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4.2 With respect to any of the foreg oing Conting encies which are dependantupon Tenant taking some action to achieve the same (including for the purpose of granting anyconsent or approval), Tenant shall be obligated to act in good faith and use commerciallyreasona ble ef forts to cause the same to be satisfied and to pursue the same with diligence andcontinuity as a prerequisite to Tenant 's rights to terminate this Lease under the provisions ofSection 4.3 below. Tenan t shall keep Lan dlord apprised on a regular basis of i ts progress inachieving the satisfaction of each the Contingencies in question. Wit h respect to any of theforegoing Contingencies which are dependant upon Landlord taking some action to achieve thesame (including for the purpose of granting any consent or approval), Landlord shall beobligated to act in good faith and use commercially reasonable efforts to cause the same to besatisfied and to pursue the same with diligence and continuity as a prerequisite to Landlord'srights to terminate this Lease under the provisio ns of Section 4.3 below. Lan dlor d^h alTk eej^T^nanL^ppnsed__on_a_regalarbasi^ -oMts-progressn^r^ l i i^ng^ t l ie sa t i s fact ion of each theContingencies in question.4.3 In the event that any of the Con tingencies has not been satisfied or waivedw i th i n t h e t i m e f r a m e s p e c i f i e d ^ b y p i w t d m g l ^ o t i c e o Tsuch^ tenrnn MioiT lo^ within ten (10) Busine ss Day s after the expiration of saidspecified date. The failure to so timely termina te this Lease shall be deem ed a waiver of suchContingency and such Contingency shall be of no further force or effect whatsoever.

5 . P R E - I S SU A N C E C O S T S A N D E X C E S S D E V E L O P M E N T C O S T S5.1 The Tenan t and the Islander s' Own ership Entity shall pay as incurred, orwithin thirty (30) days of request for, reimburse Landlord, as the case may be, and shall bejointly and severally l iable for, (a) all actual out-of-pocket third party costs and expensesincurred by Landlord, from and after the date of the Referendum to and including the date ofissuance of the Bonds, in connection with the proposed Lease and the proposed development,

construction and financing of the Coliseum Improvements and the performance of the Work and(b) all actual out-of-poc ket third party ^os^s and ex pe n^ s incun-ed by Landlord in eom iectio n^- w i th t he Re fe r endum T ^ Costs") m th e event that the Referendum-approves theissuance of the Bonds and all Contingencies shall have been satisfied or waived, other than forthe Contingency set forth in Section 4.1 (t)_ ( co l l ec t i ve ly^ he^P r e J s s u a n c c ^C o s t s - ) ^ If- theBonds a r eTsFuedrE^ d l^ d^ l i a i r i ^ im bur se Tenan t fo r a l l P r e - I s suance Cos t s , excep t fo r t heReferendum Costs, previously paid by the Tenant or the Islanders' Ownership Entity on orwithin thirty (30) Business Days after the date of issuance of the Bonds with proceeds of theBond s. All such paym ents shall be paid to Landlord w ithin thirty (30) days after Tenant and/orthe Islanders' Ownership Entity receive(s) a request for payment or reimbursement by Landlord,which requests shall be accompanied by invoices or other evidence of an obligation to pay on thepart of Landlord. Tenan t and the Islanders' Ow nership Entity shall reimb urse Landlord for allReferendum Costs within thirty (30) days of the Construction Commencement Date.

5.2 Except as otherwise expressly set forth herein, Landlord shall be entitledto select any and all consultants (including, without l imitation, all engineers, insuranceconsultants, attorneys, and all other consultants and advisors) as Landlord deems to be necessaryand/or desirable to properly carry out i ts obligations hereunder from the date of "the approval ofthe Referendum through the Lease Term Commencement Date, the actual out-of-pocket third

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IIIIfji party costs and expenses for which shall be included in the definition of Pre-Issua nce Costs ori shall otherwise be included as a part of the Project Costs; provided, however that from the datei of the approval of the Refe rendu m until the Lease Effectiv e Date, the max imu m Pre-Issuance; Costs reimburs able to Landlord by Tenant shall be Two Hundred Fifty Thousa nd and No/100Dollars ($250,000.00), unless otherwise agreed to by Tenant.

5.3 In the event that, at any time and from tim e to time, Landlord shall; determine, in consultation with the Design Architect, that the proceeds of the Bonds allocated toj be applied to pay the Project Costs in the amount of Thre e Hundred Fifty Million and No/100! Dollars ($350,000,000 .00) are insuffic ient to pay all Project Costs, the Tenant shall , within ten(10) Business Days after demand by Landlord, deposit with the Trustee cash, an Equity FundL/C, or any combination thereof, to be held in trust for the benefit of Landlord and Tenant in an[ aggregate amou nt equal to the am om iLo i^uc h defiGienGv ^: thereafte r use such Equity Fund s or proce eds of the Bond s to pay Projec t Costs in such order as

Landlord shall determine. Landlord, Tenant and such escrow agent shall execute such documentsI as ma y be reasonab ly requested by any of such parties relating to the holdin g and disbursing ofI such Equity Funds. For the purpo ses of this Section 5.2, the term "Equity Funds L/C"-shaH\ mean a clean, uncon ditional, irrevocable and transferable letter of credit in the amoun t of the< Equity Funds, or such portion thereof not consisting of cash on deposit with the Trustee inaccordance with this Section, in a form reasonably satisfactory to Landlord, issued by and drawnon a b ank _sati sfact ap/^tt^ Lam dloE d^ i rq eAssociation , for the account of Landlord, fo r a term of not less than one (1) year. Th e EquityFunds L/C shall state that if the Equity Funds L/C requires presentment outside of New YorkCity, that i t will allow presentment and delivery of the Equity Funds L/C via a nationallyrecognized courier. Landlord shall have the right to draw down on the Equity Fund s L/C and touse the proceeds thereof to pay Project Costs to the same extent as if cash had been deposited.Tenant shall renew any Equity Funds L/C from time to t ime, at least thirty (30) days prior to theexpiration thereof, and, at least thirty (30) days prior to the expiration thereof, deliver to

Landlord a new Eq uity Funds L/C, or an endorsem ent or amendm ent thereto, and any otherevidence required by Landlord that the Equity Funds L/C has been renewed for a period of atleast one (1) year. If Tenant shall Jail jx> renew the E q i^present the Equity Funds L/C for payment and retain the proceeds thereof as cash security EquityFunds in l ieu of the Equity Funds L/C.

5.4 If on the Lease Term Com menc emen t Date, the Project Costs are less thanthe Three Hundred F ifty Million and No/10 0 Dollars ($350,000,000 .00), then on or befo re thirty(30) days af ter the Lease Term Comm encement Date , the di f ference between the P roject Costsand the Three Hundred Fifty Million and No/100 Dollars ($350,000,000.00) (the "ExcessCol i seum Bond Proceeds") shall be deposited with the Taistee, which Excess Coliseum BondProceeds shall be held in trust for the benefit of Landlord and Tenant pursuant to a trustagreement, the terms of which are to be agreed upon by Landlord and Tenant on or before theLease Term Commencement Date. For a period of t ime commencing on the Lease TermCommencement Date and continuing for a period of ten (10) years thereafter, the ExcessColiseum Bond Proceeds shall be made available by the Trustee to Landlord and Tenant to makeCapital Improvements to the Premises in accordance with the terms of this Lease, the cost ofwhich arc to be paid from the Excess C oliseum Bond Proceed s. Any such fund s remainin g ondeposit and unused at the expiration of such ten(10) year period shall be paid over by the Trustee

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to Landlord, The procedure for requesting and disbursing any such funds shall be specified insuch trust agreement.6 . C O L I S E U M I M P R O V E M E N T S P L A N S A N D S P E C I F I C A T I O N S

6.1 Tenant shall work diligently with the Design Architect and in consultationwith Landlord to t imely develop the Proposed Coliseum Improvements Plans and Specificationsin conformance with the Coliseum Design Standard. Tenant and the Design Architect shall meetperiodically with Landlord to keep Landlord abreast of the status of the design process and toobtain Landlord's input; provided, however, that Landlord shall be entit led to address whetherthe Proposed Coliseum Improvements Plans and Specifications meets the Coliseum DesignStandard.6 2 A T ^ u c IT l i m ea s t he P roposed Co l is eum Im provem en t s P l ans and

Specifications are completed and the Design Architect determines that the Proposed ColiseumImprovements Plans and Specifications are ready to be used to seek Approvals, Tenant shallsubmit three (3) se ts of the Proposed Col iseum^lmproye^i a n d l o r d - T b j - T ^ n d t o ^ ^ t he P ro p os edColiseum Improvements Plans and Specifications for Landlord's approval not later than seven(7) months after the Lease Effective Date.~ Landlord, as a Pre-Issuan ce Cost, shall review (and may have reviewed bya licensed architect on Landlord's behalf) the Proposed Coliseum Improvements Plans andSpecifications submitted to Landlord for approval to determine whether the ColiseumImprovements Plans and Specifications satisfy the Coliseum Design Standard. Landlord shall ,within fifteen (15) days after being provid ed with three (3) sets of the Coliseum Improv ementsPlans and Specifications (the "Col iseum Improvements Plans and Speci f icat ions Approval

Period"), by Notice to Tenant either (a) grant i ts approval of the Coliseum Improvements Plansand Specifications if Landlord determines that the Coliseum Improvements Plans andSpecificatio ns satisfy the Co liseum Design Standard, or (b) object to _the ._C olise um -Improvcmcnts Plans and Specifications if Landlord determines that the CoHscun^Improvements_Plans and Specifications-fail -to satisfy the ColisemTi Design Standarcl7in which event Landlordshall provide Tenant with a Notice containing specific suggested changeswhich,_if_incorporated-_into4he-Proposed-C oliseum~Im^ cause the ProposedColiseum Improvements Plans and Specifications to be consistent with the Coliseum DesignStandard. Tenan t shall have the Propose d Coliseum Improve ments Plans and Specificationsrevised by the Design Architect to incorporate such of Landlord's proposed changes as arewithin the foregoing right of Landlord to object to the Proposed Coliseum Improvements Plansand Specifications, if any, and shall deliver to Landlord three (3) sets of such revised ProposedColiseum Improvements Plans and Specifications, together with a Notice to Landlord indicatingwhich, if any, of the changes suggested by Landlord do not qualify as proper objections. IfLandlord determines that such revised Proposed Coliseum Improvements Plans andSpecification s stil l do not satisfy the Coliseum Design S tandard, then the Design Arch itect shallendeavor to resolve with Landlord and Tenant any such disagreement within thirty (30) daysafter the delivery of the revised Proposed Coliseum Improvements Plans and Specificationsand/or Notice from Tenant to Landlord. In the event, the parties are unable to reach an" agreem ent to resolve the parties ' diffe rence s regarding the Proposed Coliseum Improv ements

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Plans and Specifications within said thirty (30) day period, then the remaining disagreementsregarding whether the Proposed Coliseum Improvements Plans and Specifications meet theColiseum Design Standard shall be submitted to arbitration pursuant to Article 39 (it beingunderstood that for purposes of this Section 6.3, each of the time periods with regard to sucharbitration shall be reduced by one-half). The plans and specifications as finally arrived at byagreement of the parties or by arbitration, as set forth in this Section 6.3, shall hereinafter bereferred to as the "Col iseum Improvements Plans and S peci f icat ions ."7 . C H A N G E O R D E R S

7.1 At any time after the Coliseum Improve ments Plans and Specificationshave been arrived at, Landlord shall have the right from time to t ime to make such changes to theCol iseum Improvements Plans and Specif ica tlons-as L andlo rd^f ter - ^^Architect, determines to be necessary or appropriate in order (a) to accommodate changes toconstruct the Coliseum Improvements in accordance with Legal Requirements and (b) to resolvedesign issues that relate to field and other conditions arising, encountered or otherwisediscovered during the ordinary course of constructing the CoHgenm Tmprnyrmpntn (ii-ulj yir]nf!|Wa c Landlord s Change Order", and collectively, the "Landlord's Change Orders") withoutTen ant 's consent or approval so long as such Landlord C hange Orders satisfy the ColiseumDesign Standard and do not materially and adversely affect the abili ty of Tenant to use theColiseu m Imnrovem ents as-aJ nam e-fa( ^1% ^ a 11 nee rengnrmhieefforts to deliver to Tenant prior Notice of any La ndlo rd's C hang e Orders or, if Landlord isunable to deliver prior Notice, Landlord shall deliver such Notice to Tenant as soon thereafter asis reasonably practicable. Notwithstanding the foregoing, Landlord may proceed withimplementing the work necessary to effectuate any such Landlord's Change Order regardless ofwheth er Tenant has received Land lord's Notice prior to the commence ment of such work. Uponreceipt of Landlord's Notice of any Landlord's Change Order, Tenant will have seven (7)Business Days with respect to any Landlord's Change Order less than $2,000,000 (it beingunderstood that all such Landlord Change Orders relating to one (1) project shall be aggregatedfor this purpose), to object to such Landlord's Change Order by providing Landlord with Noticeof such objection (an "Objection Notice")^ any such objection to_heT>ased solelv-upon-a-failureof the Land lord's Chang e Order to satisfy the Coliseum Design Standard. If , upon review ofTenant ' s object ion, Landlord agrees_with TenanLs_dete imi i ia t io i i - to"OFder wouTd not satisfy the Coliseum Design Standard, Landlord shall implement suchcorrections as are necessary to satisfy such Coliseum Design Standard and shall submit a revisedCha nge O rder for Ten ant 's review in accordance with the procedures set forth in this Sectionabove. If Landlord does not agree with Tenant 's determination, Lan dlord shall not be required togive any Notice to Tenant and shall in no event be required to stop work on any such Landlord'sChange Order due to any such Objection Notice.

7.2 Notwithstand ing the terms of Section 7.1 above, prior to comm encing anywork on a Landlord's Change Order that is equal to or greater than $2,000,000 (it beingunderstood that all such Landlord Change Orders relating to one (1) project shall be aggregatedfor this purpose) (a "Major Change Order"), Landlord shall be required to submit such MajorChange Order to Tenant for i ts review and approval prior to implementing the Major ChangeOrde r, Tenan t will have fifteen (15) days with respect to any Ma jor Change O rder to object tosuch Major Change Order, any such objection to be based solely upon a failure of the Major


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Cha nge Order to sat isfy the Coliseum Desig n Standard. If , upon Te nan t 's objection, Landlordagrees with Tena nt 's determination that the Ma jor Change O rder would not sat isfy the ColiseumDesign Standard, Landlord shall implement such corrections as are necessary to sat isfy suchColiseum Desig n Standard and shall submit a revised Majo r Chan ge Order for Ten ant 's reviewin accorda nce with the procedures set forth in this Section 7.2. If Landlord do es not agree withTenant 's determination, then the issue shall be submitted to the Design Architect immediatelyfollow ing the expirat ion of said f if tee n (15) day period for f inal determination , which decisionshall be rendered by the Design Architect within seven (7) days after the receipt of the dispute,and which decision shall be conclusive and binding upon the part ies.

7.3 At any t ime after the Coliseum Improveme nts Plans and Specificat ionshave been arr ived at , Tenant shall have the r ight from time to t ime to make such changes to the^ C o l i s e u m I m p r o v e m e n t s J M m i s ^ d ^ S p e c i f i ^and collect ively, the Tenant 's Change Orders") , (a) subject to Landlord 's prior writ tenconsent , which consent shall not be unreasonably denied, withheld, delayed or condit ioned and(b) provided that any such Tenant 's Change Order, and the improvements to be made pursuant tos u c h T e n a n t ' s C h a m ^ ^ w i th t h p r n l i ^ p i f w ig n P hi iM lf iK fT pn an T

"shall submit sucii Tenant Change Orders to Landlord for i ts review and approval prior toimp leme nting the Tenant Cha nge Order. Each Ten ant 's Chan ge Order shall be submitted to theDesign A rchitect s imultane ously with such submission to Landlord fo r a determination re garding __Whether, as a reSuIt_Q.fSH ch^eftaW ^ tn r lnpnsit Kqmty Fnnrk .If the Design Architect determines that Equity Funds are required to be deposited, then Tenant 'sChange Order shall provide that payment for the work to be performed pursuant to such Tenant 'sChange Order shall be placed in an account to be held in trust for the payment of the Tenant 'sChange Order prior to the commencement of any construction activi t ies related to such Tenant 'sChange Order, which account shall require the signature of both Landlord and Tenant fordisbursem ent of funds from such account. Landlord shall have seven (7) Busine ss Days withrespect to any Tenant Change Order to object to such Tenant Change Order, any such objectionto be based solely upon a fai lure of the Tenant Change Order to sat isfy the Coliseum DesignS ta nd ar d. I f, u p on L a n d l o r d ^ o b j ^Tena nt Chan ge Order would not sat isf^the_C oljs ,euii iD esign . .Standard-,-Tenant shaU nm plem entsuch corrections as are necessary to sat isfy such Coliseum Design Standard and shall submit arevised Tenant Change Order for Landlordls_r-aviaw4n-aGGordan^~rinhis~Sectlon 7.3. If Tenant does not agree with Lan dlord 's determination, then the issue shallbe submitted to the Design Architect immediately following the expirat ion of said seven (7)Business Day period for f inal determination, which decision shall be rendered by the DesignArchitect within seven (7) days after the receipt of the dispute, and which decision shall beconclusive and binding upon the part ies.

8. RENT8.1 From and after the Lease Term Comm encem ent Date, Tenan t shall pay

base rent during each Lease Year ( the "Annual Rent") in an amount equal to the greater of(a) eleven and one-half percent (11.5%) of al l Coliseum Revenues received for such Lease Yearor (b) Fourtee n Mill ion and No/1 00 Dollars ($14,000,0 00.00) ( the "Minimum Annual Rent") ,less any credits to which Tenant is enti t led pursuant to the terms of this Lease! Annual Rentshall be prorated for any part ial Lease Year occurring during the Lease Term. Payments toward

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the Annual Rent shall be payable in immediately available funds in four (4) quarterlyinstallments on the fifteenth (15 t h ) day after the end of Lease Year quarter (i .e. , November 15 th ,February 15 th , May 15 th and August 15 th) , with each of such payments of estimated Annual Rentbeing one-quarter (1/4) of the Minimum Annual Rent, less any and all credits against AnnualRent to which Tenant is entit led for such quarter pursuant to the terms of this Lease that areactually known at the time such payment is due. In addition to the forgoing, the calculation ofAnnual Rent for the last Lease Year of the Lease Term shall include any and all ColiseumRevenue received by Tenant after the expiration of the Lease Term but which relates to games,events and all other Coliseum Revenue generating activities that occurred on the Premises duringthe Lease Term. A final Annual C oliseum Rev enue Accou nting for the last Lease Year of theLease Term shall be conducted in accordance with Section 8.4 below.8 ^ 2 _ ^ r h ^ T e n a i i L a n d - t h e - I - s k n d e r s O w n ^ h i p ^ E n t i t ^ s h a i n ^

oTshalTâuseto be kept and mainta ined in accordance wi th GAAP consis tent ly appl ied, properand accurate books, records and accounts regarding the Coliseum Revenues. The Tenant and theIslanders' Ownership Entity shall supply such additional records and accounts relating to theC o l i s e u m R e v e n u e s _ a s j n a y b e j ^8.3 On or befo re the seventy fifth (75th) day after each calendar year, Tenantshall provide to Landlord an accounting of the Coliseum Revenue prepared by Tenant and

true and correct by the Tenant 's chief financial officer (the "Annual Col i seum RevenueAccount ing") . The Annual Coliseum Revenue Accounting shall be submitted with supportingdocumentation reasonably necessary for Landlord to make a proper analysis of the accuracy ofthe Annual Co liseum Rev enue Accoun ting. Other than as set forth below, the Annual ColiseumRevenue Accounting shall be used as the basis for determining the actual amount of Annual Rentdue for the calendar year most recently ended. If any Annual Coliseum Rev enue A ccountingdiscloses that Tenant owes additional Annual Rent to Landlord, then Tenant shall pay such sumto Landlord simu ltaneously with delivering the Annual Coliseum R even ue Accoun ting. If anyAnnual Coliseum RevenueÂccounting__discloses_that-Tenant-has^Rent due for the calendar year des cr ib edjn suctÂnnual Col iseum Revenue-Account ing, then"-Tenant-shall be entit led to ^credit against the next ensuing installment(s) of Annual Rent in theamoun t of such overpa ymen t until fully_exhausted. -

8.4 In addition to the Annual Coliseum Reven ue Accou nting for the finalLease Year of the Lease Term to be performed in accordance with Section 8.3 above, followingthe same procedures as are set forth in Section 8.3 above, on or before the seventy fifth (75th)days after the one (1) year anniversary of the expiration or other termination of the Lease Term,Tenant shall provide Landlord with a final Annual Coliseum Revenue Accounting for the finalLease Year of the Lease Term, which accounting shall include (a) any and all Coliseum Revenuereceived by Tenant during the final Lease Year of the Lease Term, or attributable to such period,and (b) any and all Coliseum Revenue received by Tenant after the expiration of the Lease Termbut which relates to games, events and all other Coliseum Revenue generating activities thatoccurred du ring the Lease Term . If such final Annual Co liseum Reven ue Acco unting disclosesthat Tenant owes to Landlord additional Annual Rent for the final Lease Year of the LeaseTerm,then Tenant shall pay such sum to Landlord simultaneously with delivering the final Annual


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Coliseum Revenue Accounting. The final Annual Coliseum Revenue Accounting shall be treatedas an Annual Coliseum Revenue Accounting for all purposes as set forth in this Article 8.8.5 In addition to any other remedies Landlord may have unde r this Lease,and without reducing or adversely affecting any of Landlord's rights and remedies hereunder, ifany installment of Annual Rent payable hereunder is not paid within ten (10) days after same isdue, Landlord shall provid e Tenant with Notice that same has not been received. If Tenant hasnot paid said amo unts within ten (10) days after receipt of said Notice, Tenant shall pay a late feeequal to two (2%) percent of the unpaid amo unt. Notwithstan ding the foregoing, Landlord shallonly be required to deliver one such Notice in any calendar year; thereafter in such calendar year,such late fee shall be payable if any installment of Annual Rent payable hereunder is not paidwithin ten (10) days after same is due. Such late fee shall be Additional R entji ereu nde ^pay abie ûpon Not ice .8.6 Land lord and its employ ees and agents shall have the right, duringI reason able busin ess hours mutua lly conven ient for Landlord and Tenant, upon not less than ten

; ( 10 ) d a y s ^ p Î t he ' Te ce i pF B^ X a nd lo r do f th e A nnua l Co l i seum Revenue A ccount ing , t o exam ine Tenan t ' s' boo ks and records in any way relating to the Coliseum Reve nues at a location in Nassau County,New York with respect (x) only to the specific i tems which Landlord disputes, (y) particular._ i tems thalX.anc llQrd-de sjes4o ^ a pen era I or limited Imdit all itemsor such limited portions thereof; provided, however, that such examination shall be conducted ina reasonably expeditious manner, and that such examination is commenced within ninety (90)days follo wing rendition of Landlo rd's ten (10) day Notice . Tenant shall retain i ts books andrecords with respect to the Annual Coliseum Revenue Accounting for a period of at least six (6)years after the end of any applicable calendar year and in any event until the resolution of anyknow n dispute between Lan dlord and Tenan t with respect to the same. All non-publicinformation made available to Landlord will be kept strictly confidential by Landlord,

Landlord's agents and consultants; provided, however, that the failure to keep such informationconfidential solel^y because disclosure is required under the tenns of a subpoeh, 'ordei\ crvTlinvestigative dem and o rs im ila r process issued by a court of competen t jurisdiction or by a" governm ental body or regulatory authority, or pursu ant to any governm ental sunshine law or anyo t h e r j ^ e g a l j ^ q u i r e m e n f ârbitration proceeding or other action or proceeding brought by Landlord to recover payment ofAnnual Rent described above will not be deemed a default by Landlord hereunder and shall notsubject Landlord to any liability. Befo re exercising its right to audit Ten ant 's book s and records,Landlord agrees to give to Tenant a reasonable opportunity (not to exceed sixty (60) days) tosubstantiate by documentary or other reasonably satisfactory evidence the accuracy of thestatement disputed by Landlord, if Landlord's concern is l imited to questioning particular i temsrather than a desire to audit to confirm the accuracy of the Annual Coliseum RevenueAcco unting. Noth ing contained herein shall l imit Lan dlord 's audit rights as hereinabo ve setforth, if for any reason, Landlord is not satisfied with Ten ant 's substantiation. If , as a result ofany such audit , arbitration proceeding, or agreement between the parties, i t shall be determinedthat a payment is due to Landlord, Tenant shall promptly pay to Landlord the amount of anyunderpayment, with interest at the Interest Rate from the end of the applicable calendar year tothe date-so-paid.- If it shall" be determined that Annual Rent wh ich was paid w as underpaid bymore than five percent (5%) more than two (2) t imes in any four (4) consecutive Lease Years,

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then Tenant shall also within thirty (30) days after demand therefor reimburse Landlord for allreasonable actual out-of-pocket third party costs and expenses of conducting such audit . In suchan event, until such time as i t is determined that Annual Rent in any given Lease Year wasunderpaid by less than two percent (2%), for all Lease Years occurring thereafter, Tenant shallwithin thirty (30) days after demand therefor reimburse Landlord for all reasonable actual out-of-pock et third party costs and expenses of cond ucting such audit . In the event i t shall bedetermined that Annual Rent was understated by more than ten percent (10%) and Landlord shallnot have previously audited all or any of the three (3) immediately preceding years of AnnualColiseum Revenue Accounting as hereinafter set forth, Landlord shall have the right, by Noticeto Tenant within thirty (30) days of such determination, to audit Annual Coliseum RevenueAccounting for the immediately preceding three (3) years (or if Landlord has previously auditedany of such previous three (3) years, then it shall only have the right to audit that year or thosey e a r s J h a L f t h a s j ^ ^audit provision shall also apply to such audit as if the same were with respect to the currentLeas e Year. If , as a result of any such audit , arbitration proceeding, or agreeme nt between theparties, i t shall be determined that an additional amount of Annual Rent payments is due toL a n d l o r d ^ i n d u d i n g ^noTdispmed^yTenant)^enant shal l make such payment to Landlord wi thin th i r ty (30) days ofdeman d th erefor, with interest at the Interest Rate from the end of the applicable calendar year tothe date payment is made to Landlord.

9 . A D D I T I O N A L R E N T9.1 Any mon ies paya ble to Landlord hereund er other than Annual Rent aredeemed to be "Additional Rent", and any default in the payment of Additional Rent shall giveLandlord the same remedies as i t has with respect to a default in the payment of any installmentof Annual Rent, provided Landlord shall have given Notice and time to cure if required to do soin accordance with Section 24.1(b). Ten ant may make any such paym ent "unde r protest" and

may reserve all r ights if i t shall be determined that such payment was not properly payable byTenant .9.2 - Impositions.(a) Tm an f^ ha i r b^ bl Tg at ed to pay the Imposi t ions imposed wi th respect tothe Premises. Without l imiting the foregoing, at Tenant 's election, and at Tenant 's solecost and expense, the Landlord agrees to cooperate with Tenant in any commerciallyreason able effo rts unde rtaken b y Tenant to cause the Nassau Coun ty IndustrialDevelopment Agency or any other industrial development agency to enter intoagreements with Tenant, in form and substance reasonably satisfactory to Tenant, whichprovide for the Coliseum Improvements Property and 6,500 parking spaces to be locatedon the Premises to be exempt from Impositions (all of the foregoing exemptions, the

"Intended Exemptions"). In the event that any industrial development agency providesfinancial assistance in the form of an exemption from real estate taxes for any portion ofthe Premises, Tenant shall be responsible for paying any and all payments in l ieu of realestate taxes required to be paid in conne ction with such financial assistance.

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(b) Subject to Section 9.6 hereo f, all Imposition s imposed with respect to thePremises, are to be paid and discharged by Tenant before the first day on which penaltiesmay accrue or be assessed thereon for non-payment, and Tenant shall , within thirty (30)days after Notice from Landlord, produce and exhibit to Landlord the original orphotocopies of official records or other evidence of such payment reasonably satisfactoryto Landlord . Notwith standing the foregoin g, Tena nt shall have the right to endeavor toprocure such exemptions from real estate taxes as are available by law and Landlordshall , pursu ant to Section 9.2(a) hereo f, coopera te with Tenant, at Ten ant 's cost andexpense, in connection with any application by Tenant for such exemptions.9.3 It is the inten tion of the partie s that, exce pt to the extent expr essly set forthin the Lease, the Annual Rent herein reserved is absolutely net and that Landlord shall receivet h e s a m e fr ee fr o m a ll I m p o s i t i o n s ^ d c h t i o n a ^

party costs and expenses and damages which shall or may be chargeable during the Lease Termagainst the Premises and which, except for the execution and delivery hereof, would have beenpayable by Landlord.971 if any Imposition or assessmen t for impro vem ents assessed during theLeas e Term is paya ble in installments, Tenan t may pay same in such installments. In any event,Tenant shall pay, in the final year of the Lease Term and prior to the expiration of the LeaseTerm , the full amount of alL ms tall me nt^ ^^ in~1n7Tmo thp

installments which are due and payable after the expiration of the Lease Term to the extent sameapply to the Lease Term.9.5 Impositions or assessme nts for improv emen ts, except for deferredinstallments thereof payable for a period prior to the expiration of the Lease Term, shall beapportioned at the beginning and the end of the Lease Term so that Tenant shall pay only theportion of same which are applicable to the Lease Term.9.6 Tenant may , at i ts sole expense and^ without cost or l iabili ty to Landlordcontest any Impositions provided that such contest docs not adversely affect the Premises, nor.result in a lien, charge, encumbra nce or l iabili ty against the Premises and further provided thatnon-c omp liance therew ith shall not constitute a crime or offen se punish able by fine_or-imprisonm enTor subjecrLaiKlloi^ t^ lh e poss ibi l i ty of cr iminal prosecut ion. Non-compl iance byTenant during such contest shall not be deemed a breach of this Lease provided that Tenant shallindemnify Landlord Indemnitees and hold Landlord Indemnitees harmless and defend LandlordIndemnitees from and against all l iabili t ies, costs, damages, interests, penalties and actual out-of-pocket third party costs and expenses, including reasonable out-of-pocket third party attorneys'fees and costs (whether incurred in a third party action or in an action brought by any LandlordIndemnitee against Tenant to enforce its rights under this Section 9.6), resulting from or incurredin connection with such contest or non-compliance and that Tenant shall prosecute such contestin good faith and with due diligence to a Final determina tion. Durin g the contest period, ne itherLandlord nor Tenant shall enter into any settlement of an assessment contest without the consent

of the other. Notwith standing the foregoing , if Tenan t pay s any Imposition under protest orotherwise, nothing herein shall prohibit or place any requirements on Tenant 's right to contestsuch Imposition,.

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9.7 Landlo rd shall not be required to join in any action or proceed ings referredto in this Article 9 or permit the a ction to be broug ht in i ts name unless th e provisions o f any law,rule or regulation at the time in effect require that such action or proceed ing be brought by and/orin the nam e of Landlord . If so required, Land lord shall join and coopera te in such proceeding sor permit them to be brought by Tenant in Landlord's name, in which case Tenant shall pay allreasonable actual out-of-pocket third party costs and expenses (including, without l imitation,attorneys' fees and disbursements) incurred by Landlord in connection therewith.9.8 Notwith standin g anything to the contrary contained in this Lease, with theexception of Section 9.9 below, if the present system of taxation of real estate is changed, withthe result that the whole or a determinable part of the original real estate taxes which Tenant isobligated to pay is substituted for or added to by a tax (an "Alternate Tax") imposed on ownerso f r eal prope rty w ith re spec t t o t hat p rope r tyJn ^ f o rm o t lw t h ^

taxes, or on or measured by the rents received by Landlord and clearly determinable as a tax onreal property, and which has a materially different applicabili ty to the owners of real property, orto real property, or to income from real property than it does to owners of other kinds ofpro pert y, or to oth er kind s of prop erty, or to other kind s of in m m ft

Nassau Coliseum Lease Mangano Wang

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