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Exhibit 10.18
SECOND AMENDMENT
----------------
Reference is hereby made to (i) the Reducing Revolving Credit Agreement
dated as of June 28, 1996, as amended by a First Amendment dated as of November
7, 1996 (the "MLB Credit Agreement") among Major League Baseball Trust (the
"Borrower"), Fleet National Bank (the "Administrative Agent"), Bank of America,
The Chase Manhattan Bank (formerly known as Chemical Bank), Morgan Guaranty
Trust Company of New York and the Banks signatory thereto, (ii) the Club Trust
Reducing Revolving Credit Agreement dated as of June 28, 1996, as amended by a
First Amendment dated as of November 7, 1996 (the "Club Trust Credit Agreement")
among Major League Baseball Trust (the "MLB Trust"), Fleet National Bank (the
"Facilitating Agent") and the Club Trusts deemed to be parties thereto and (iii)
the Pledge and Security Agreement dated as of June 28, 1996 (the "MLB Pledge and
Security Agreement") between the Borrower and the Administrative Agent. The
parties now desire to amend the MLB Credit Agreement, the Club Trust Credit
Agreement and the MLB Pledge and Security Agreement as set forth in this Second
Amendment and hereby agree as follows:
I. DEFINITIONS.
------------
Capitalized terms used herein which are not otherwise defined herein and
which are defined in Annex A to the MLB Credit Agreement have the same meanings
herein as therein.
II. BACKGROUND.
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A Collective Bargaining Agreement with a Collective Bargaining Agreement
Effective Date as of March 13, 1997 has been executed and delivered to the
Administrative Agent. The Borrower has requested that the LIBO Rate spread
pricing be reduced, that the scheduled reductions of the Maximum Available
Amount be modified and that funds be permitted to be distributed by each Club
Trust to its related Participating Club during each fiscal year prior to the
accumulation in the Debt Service Account of sufficient funds to pay all
scheduled payments of principal, periodic interest and fees for such fiscal
year. The Banks are willing to permit such modifications subject to the terms
and conditions of this Second Amendment. In addition, the Indians Club Trust has
requested that it be permitted to change its election under the Club Trust
Credit Agreement from Option A to Option B and to increase its Maximum Available
Amount under its Club Trust Sub-Facility to $35,500,000. The Borrower has
correspondingly requested that the Total Commitment be increased to $305,000,000
and that certain Banks increase their respective Commitments. The Banks and the
MLB Trust are willing to permit
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such increases subject to the terms and conditions of this Second Amendment.
III. AMENDMENTS.
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(A) REFERENCES TO TOTAL COMMITMENT IN THE MLB CREDIT AGREEMENT AND THE
CLUB TRUST CREDIT AGREEMENT.
As used in the MLB Credit Agreement and the Club Trust Credit Agreement,
the term "Total Commitment" shall mean $305,000,000, as such amount shall be
reduced pursuant to Section 2.04 of each of the MLB Credit Agreement and the
Club Trust Credit Agreement and increased pursuant to Sections 2.15 and 8.01(b)
of the MLB Credit Agreement and Sections 2.14 and 8.01 of the Club Trust Credit
Agreement.
(B) AMENDMENT TO SECTION 2.06(a)(iv) OF THE MLB CREDIT AGREEMENT. Section
2.06(a)(iv) of the MLB Credit Agreement is hereby amended by deleting the
sub-paragraph in its entirety and substituting therefor the following:
"(iv) On and after any Collective Bargaining Agreement Effective Date, and
prior to any subsequent Collective Bargaining Agreement Expiration Date, the
rate for any LIBO Rate Portion of any Club Trust Related Advance shall be
computed at a rate equal to the LIBO Rate, plus .8750% per annum."
(C) AMENDMENT TO SECTION 5.01 OF THE MLB CREDIT AGREEMENT. Section 5.01 of
the MLB Credit Agreement is hereby amended by adding thereto paragraph (f) as
follows:
"(f) REVENUE FORECAST AND DEBT SERVICE AND DISTRIBUTION SCHEDULE. Cause to
be delivered to the Administrative Agent, on an annual basis (i) on or before
December 1 of each year, commencing December 1, 1997, in respect of the
immediately succeeding calendar year, the Revenue Forecast and the proposed Debt
Service and Distribution Schedule for such calendar year and (ii) upon its
finalization by the Commissioner and the Administrative Agent, the final Debt
Service and Distribution Schedule for such calendar year."
(D) AMENDMENT TO SCHEDULES I AND II TO THE MLB CREDIT AGREEMENT.
Schedules I and II to the MLB Credit Agreement are hereby amended by
deleting Schedules I and II in their entirety and replacing them with Schedules
I and II attached hereto.
(E) AMENDMENT TO SECTION 2.04 (b)(i) OF THE CLUB TRUST CREDIT AGREEMENT.
Section 2.04(b)(i) of the Club Trust Credit
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Agreement is hereby amended by deleting the sub-paragraph in its entirety and
substituting therefore the following:
"(i) The Maximum Available Amount under each Club Trust's
Sub-Facility shall be reduced, on or prior to each of the dates set forth
below, to the corresponding amounts set forth below for a Club Trust that
has elected option A or Option B, as the case may be:
Maximum Available
Amount Per Club Trust
---------------------
Date Option A Option B
---- -------- --------
December 15, 1997 $25,000,000 $35,500,000
December 15, 1998 $25,000,000 $30,750,000
December 15, 1999 $24,500,000 $24,500,000
December 15, 2000 $18,000,000 $18,000,000
December 31, 2000 Balance Due Balance Due
PROVIDED, that if the National Media Contract with a joint venture between Fox
Broadcasting Company and Liberty substantially in the form previously delivered
to the Administrative Agent is not fully executed on or before July 15, 1997,
the Maximum Available Amount per Club Trust under Option B in 1997 and 1998 and
under Option A and Option B in 1999 and 2000 shall be reduced by an additional
$1,650,000 per Club Trust per year."
(F) AMENDMENT TO SCHEDULE I TO THE CLUB TRUST CREDIT AGREEMENT. Schedule I
to the Club Trust Credit Agreement is hereby amended by deleting Schedule I in
its entirety and replacing it with Schedule I attached hereto.
(G) AMENDMENTS TO ANNEX A TO THE MLB CREDIT AGREEMENT.
(i) Annex A to the MLB Credit Agreement is hereby amended by deleting
the definition of "Commissioner Expenses" in its entirety and substituting
therefor the following:
"COMMISSIONER EXPENSES" means the expenses of the Commissioner and the
office of the Commissioner paid pursuant to Sections 5(b) and (c) of the
Central Fund Agreement by the Major League Clubs as in effect on the
Closing Date; PROVIDED however, that with respect to each
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Participating Club, aggregate annual payments of such Participating Club's
Pro Rata share of Commissioner Expenses made by the Commissioner on behalf
of such Participating Club out of the Central Fund Custody Account shall be
limited to (i) $1,600,000 in 1996, and (ii) an aggregate annual amount in
each succeeding year equal to the sum of (x) the prior year's maximum
amount, plus (y) the product of the amount of any increase in the Consumer
Price Index (expressed as a percentage) multiplied times the prior year's
maximum amount, plus (z) the product of five percent (5%) multiplied times
the prior year's maximum amount; PROVIDED, further, that each Participating
Club will remain materially liable for its share of any Commissioner
Expenses in any year which exceed such permitted payments; and PROVIDED,
further, that in 1997, in addition to the amounts set forth above, the
Commissioner will be permitted, on a one-time non-recurring basis, to
withdraw an additional aggregate amount of up to $37,000,000 (up to
$1,321,429 per Participating Club) comprising (A) up to $25,000,000 in
revenue sharing expenses and (B) up to $12,000,000 in payments to a
non-qualified pension plan for Major League Baseball players playing before
1947."
(ii) Annex A to the MLB Credit Agreement is hereby further amended by
adding thereto in the proper alphabetical order the following definitions:
""DEBT SERVICE AND DISTRIBUTION SCHEDULE" means a schedule prepared by
the Commissioner and promptly approved by the Administrative Agent in its
reasonable discretion for each calendar year setting forth in reasonable
detail with respect to each distribution to be made in such fiscal year
from the Central Fund, MLB Properties and Expansion Fees into the
Collection Account for the account of each Club Trust (a) the proposed
amounts to be transferred into the Debt Service Account in respect of
scheduled payments of principal, interest, fees and expenses due from such
Club Trust to the MLB Trust and collectively from the Borrower to the Banks
and (b) the proposed amounts to be transferred into the Distribution
Account for distribution to such Club Trust's related Participating Club;
PROVIDED, that such schedule shall provide at a minimum that there shall be
transferred into the Debt Service Account from each distribution sufficient
amounts to maintain (after giving effect to amounts then on deposit in the
Debt Service Account and scheduled payments of principal, interest, fees
and expenses prior to the next Distribution Date) (i) an amount equal to at
least one fiscal quarter of projected interest for each Club Trust based on
its then prevailing interest rate plus 2% (or if such Club Trust has
capped its interest rate with an Agent or selected an Interest Period
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which equals or exceeds the applicable period from the applicable
distribution date to the next distribution date, then based on its capped
rate or LIBO Rate plus the applicable margin), and (ii) amounts in respect
of scheduled payments of principal and payments of fees and expenses by
such Club Trust during such year sufficient in the reasonable judgment of
the Administrative Agent to permit such Club Trust and the Borrower to make
such payments in full in a timely manner; PROVIDED, further, that upon the
submission of a proposed version of such schedule by the Commissioner to
the Administrative Agent on or before December 1 of each year in respect of
the immediately succeeding calendar year in accordance with Section 5.01(f)
of the MLB Credit Agreement, the Administrative Agent shall reasonably
promptly either approve the proposed schedule in its reasonable discretion
or modify it in consultation with the Commissioner until it is acceptable
to the Administrative Agent in its reasonable discretion; and PROVIDED,
further, that in the event that, due to changed circumstances in any
calendar year, the Commissioner determines that a material change will be
required to the schedule for such calendar year, such change shall require
the written approval of three of the Agent Banks including the
Administrative Agent."
"DISTRIBUTION ACCOUNT PAYMENT DIRECTIVE" means a payment directive
executed by the MLB Trust and each Club Trust's related Participating Club
directing the Administrative Agent to transfer all amounts in a Club
Trust's allocable portion of the Distribution Account directly to such Club
Trust's Participating Club rather than 90% to such Participating Club and
10% to the MLB Trust for the account of such Participating Club.
"DISTRIBUTION INTERRUPTION EVENT" means (i) an Event of Default or
Club Trust Event of Default, (ii) a Business Interruption Event, (iii) the
payment of any distribution from the Commissioner to the Collection Account
which is materially less in amount or more than ten (10) days later than
the corresponding amount or date set forth in the Debt Service and
Distribution Schedule for such calendar year, or (iv) if at any time, the
cash balance (including cash equivalents and short-term investments) in the
Central Fund Custody Account is less than $5,000,000; PROVIDED, that in the
case of a Club Trust Event of Default, such term shall only apply to the
affected Club Trust or Club Trusts.
"REVENUE FORECAST" means a revenue forecast prepared by the
Commissioner and approved by the Administrative Agent in its reasonable
discretion for each calendar year setting forth in reasonable detail the
projected date and amount of
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each distribution from the Central Fund, MLB Properties and Expansion Fees
into the Collection Account allocable to each Club Trust."
(H) AMENDMENT TO SECTION 7(c) OF THE MLB PLEDGE AND SECURITY AGREEMENT.
Section 7(c) of the MLB Pledge and Security Agreement is hereby amended by
deleting the provision in its entirety and substituting therefor the following:
"(c) WITHDRAWALS AND TRANSFERS. The MLB Trust (on its own behalf and on
behalf of the Club Trusts) hereby appoints the Administrative Agent the true and
lawful attorney of the MLB Trust and the Club Trusts, with full power of
substitution, for the purpose of making any withdrawal or ordering any transfer
of deposited funds from the Collection Account and the Debt Service Account,
which appointment is coupled with an interest and is irrevocable.
(i) Subject to the provisions of Section 2.12(d) of the MLB Credit
Agreement, at such times and in such amounts as are specified below, the
Administrative Agent shall withdraw or transfer amounts on deposit in the
Collection Account in the following priority:
(A) on each Distribution Date and any other date on which amounts are
deposited in or shall be on deposit in the Collection Account the Administrative
Agent shall deposit in the Debt Service Account such amounts, without
duplication, as are required or necessary (I) to make payments of principal and
interest under the MLB Credit Agreement or the Club Trust Credit Agreement then
due and owing, (II) to make unscheduled payments of principal in connection with
any Prepayment Event (including any voluntary principal prepayment by a Club
Trust and any required principal payment in connection with any Club Trust Event
of Default), Event of Default or Club Trust Event of Default, (III) to pay the
fees and expenses of the Banks and the Administrative Agent under this
Agreement, the Club Trust Pledge and Security Agreement, the MLB Credit
Agreement and the Club Trust Credit Agreement or any related agreement
(including the Club Trust Administration Fee Letter, and without duplication,
the MLB Trust Administration Fee Letter) then due and owing, (IV) PROVIDED that
no Distribution Interruption Event has occurred and is continuing, to comply
with the Debt Service and Distribution Schedule with respect to such
distribution and cover payments of principal, interest, fees and expenses under
the MLB Credit Agreement or the Club Trust Credit Agreement, (V) upon the
occurrence of a Distribution Interruption Event until the written approval of a
revised Debt Service and Distribution Schedule by three of the Agent Banks
including the Administrative Agent, to
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cover payments of interest under the MLB Credit Agreement or the Club Trust
Credit Agreement that will be due and owing on or before the next Distribution
Date at a rate per annum equal to 2% per annum above the rate per annum
required to be paid on Borrowings under the MLB Credit Agreement or Loans under
the Club Trust Credit Agreement on such date; PROVIDED, HOWEVER, that with
respect to any Borrowing (or portion thereof) which has been used to make Loans
(or portions thereof) to a Club Trust that has entered into an interest cap
agreement with an Agent Bank which extends through the next Distribution Date or
has selected an Interest Period for a LIBO Rate Portion which extends through
the next Distribution Date, interest on such amount will be computed at the
maximum interest rate provided for in such agreement or at the LIBO Rate (plus
the applicable margin) then in effect, as applicable, (VI) upon the occurrence
of a Distribution Interruption Event, until the written approval of a revised
Debt Service and Distribution Schedule by three of the Agent Banks including the
Administrative Agent, to cover principal payments or reductions that will be due
and owing on or before December 15 of such year (or, in the case of the year
2000, to cover principal payments or reductions that will be due and owing on or
before the Final Payment Date) and (VII) to pay any other amount that may be
payable to the Banks or the Administrative Agent as a Secured Obligation
(including amounts payable with respect to any financial hedge with respect to
any Club Trust's obligations to the MLB Trust) that is then due and owing;
(B) on each Distribution Date (subject to the availability of funds
therefor and after giving effect to any transfers therefrom on such date or any
previous date pursuant to (A) above), the Administrative Agent shall credit to
each Club Trust's Distribution Account, from amounts on deposit in the
Collection Account attributable to such Club Trust, a per Club Trust amount
equal to either the balance in the Collection Account attributable to such Club
Trust or such lesser amount as designated in the Debt Service and Distribution
Schedule or as otherwise designated in writing on such date by the Commissioner
or the Chief Operating Officer of MLB Properties, as the case may be, which
amount is intended generally to equal the amount distributed to each of the
non-Participating Clubs on such Distribution Date (before giving effect to any
deposits to the Debt Service Account therefrom); PROVIDED, HOWEVER, that the
Administrative Agent shall be entitled to withhold from the amount of any such
distribution and deposit to the Debt Service Account any amounts it would have
been permitted to deposit to the Debt Service Account pursuant to (A) above;
PROVIDED, FURTHER, that upon the occurrence of a Distribution Interruption
Event, the Administrative Agent shall retain all amounts that would otherwise
have been credited to each Club Trust's Distribution Account in accordance with
this paragraph (B) in the Collection Account for application, if needed, as set
forth in
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paragraph (A) above until (w) in the case of an Event of Default or Club Trust
Event of Default, such Event of Default or Club Trust Event of Default is either
cured or waived in accordance with the provisions of the MLB Credit Agreement or
Club Trust Credit Agreement, as applicable, (x) in the case of a Business
Interruption Event, the earlier of the termination of the strike or other labor
dispute which gave rise to the Business Interruption Event or the resumption of
games involving players of Major League Baseball and not replacement players,
(y) in the case of the payment of any distribution from the Commissioner to the
Collection Account which is materially less in amount or more than ten (10) days
later than the corresponding amount or date set forth in the Debt Service and
Distribution Schedule for such calendar year, amounts become available in the
Collection Account under the applicable provisions of Section 7(c)(i)(A) and (z)
in the case of a cash balance (including cash equivalents and short-term
investments) of less than $5,000,000 in the Central Fund Custody Account, such
cash balance is (including cash equivalents and short-term investments) restored
to at least $5,000,000; and PROVIDED, further, that if any Club Trust has
directed the Administrative Agent in writing to prepay scheduled payments of
principal owed by such Club Trust on an ongoing basis in minimum amounts of
$100,000 without penalty or premium (except LIBO breakage fees) from amounts
deposited in the Collection Account attributable to such Club Trust which would
otherwise be available for transfer to such Club Trust's Distribution Account,
the Administrative Agent shall instead transfer such amounts to the Debt Service
Account and apply such amounts to prepay such Club Trust's and the Borrower's
scheduled payments of principal during such calendar year.
(ii) Subject to the restrictions on cross-collateralization set forth in
the Transaction Documents (including the provisions of Section 2.12(d) of the
MLB Credit Agreement), on any date on which any amounts are due to the Banks
hereunder or under the MLB Credit Agreement (including in connection with any
voluntary or required payment or prepayment of principal), the Administrative
Agent shall withdraw such amounts from the Debt Service Account and distribute
such amounts ratably to the Banks in the priority set forth in (iii) below. In
connection with such distribution, the Administrative Agent shall, as
contemplated in Section 2.12 of the MLB Credit Agreement, determine the specific
Club Trusts with respect to which such distribution was made and the amount paid
to each Bank with respect to each such Club Trust. Amounts distributed to the
Banks with respect to a specific Club Trust shall also constitute payment of
such Club Trust's obligation to the MLB Trust under the Club Trust Credit
Agreement.
(iii) Amounts distributed from the Debt Service Account to the Banks, with
respect to each Club Trust and the related Club
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Trust Related Advances and Loans, shall be applied in the following order to pay
(A) all fees owed to the Administrative Agent and the Banks (and/or including
fees payable with respect to any financial hedge), (B) all current interest due
(including amounts payable with respect to any financial hedge) and then any
past due interest, (C) all current scheduled principal payments or reductions
and then any past due principal payments or reductions, (D) all required
principal prepayments and (E) all voluntary principal prepayments.
IV. CONDITIONS.
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The obligation of the Banks and the MLB Trust to enter into this Second
Amendment, and the effectiveness of the amendments set forth herein, are subject
to the Borrower delivering the fully executed $305,000,000 Promissory Note, the
Indians Club Trust delivering the fully executed Election of Borrowing Option B
and $35,500,000 Promissory Note and counsel to the Borrower and each Club Trust
delivering opinions satisfactory in form and substance to the Banks and the MLB
Trust with respect to the Second Amendment and the transactions contemplated
hereby. The Banks will concurrently deliver the original $303,500,000 Promissory
Note dated November 7, 1996 of the Borrower and the original $25,000,000
Promissory Note dated June 28, 1996 of the Indians Club Trust to the MLB Trust
and the Indians Club Trust, respectively for cancellation.
V. NO DEFAULT; REPRESENTATIONS AND WARRANTIES, ETC.
------------------------------------------------
The Borrower and the Indians Club Trust hereby represent and warrant to the
Banks and the MLB Trust that all of the conditions of lending specified in
Section 3.02 of each of the MLB Credit Agreement and the Club Trust Credit
Agreement and Section IV of this Second Amendment have been satisfied in all
material respects as of the date hereof. In addition, and without limiting the
generality of the foregoing, the Borrower and each Club Trust hereby confirm
that: (i) the representations and warranties of the Borrower and each Club Trust
contained in Section 4.01 of each of the MLB Credit Agreement and the Club Trust
Credit Agreement, as amended by and through the Second Amendment, are true in
all material respects on and as of the date hereof as if made on such date
(except to the extent that such representations and warranties expressly relate
to an earlier date); (ii) the Borrower and each Club Trust are in compliance in
all material respects with all of the terms and provisions set forth in the MLB
Credit Agreement and the Club Trust Credit Agreement, as amended by and through
the Second Amendment, on its part to be observed or performed on or prior to the
date hereof; and (iii) no Event of Default or Club Trust Event of Default
specified in Article VI of each of the MLB Credit Agreement and the Club Trust
Credit Agreement, nor any
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event which with the giving of notice or expiration of any applicable grace
period or both would constitute such an Event of Default or Club Trust Event of
Default has occurred and is continuing.
VI. CONFIRMATION OF SECURED OBLIGATIONS.
------------------------------------
Each of the Borrower and each Club Trust hereby confirm that all
indebtedness of the Borrower and each Club Trust to the Banks and the MLB Trust
under the MLB Credit Agreement and the Club Trust Credit Agreement as amended by
and through the Second Amendment, whether now existing or hereafter arising,
constitutes "Secured Obligations" and "Club Trust Secured Obligations" as such
terms are defined in Annex A to the MLB Credit Agreement.
VII. MISCELLANEOUS.
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Except to the extent specifically amended hereby, the MLB Credit Agreement
and the Club Trust Credit Agreement, as amended by and through the Second
Amendment, and all related documents shall be unaffected hereby and shall remain
in full force and effect. This Second Amendment may be executed in any number of
counterparts, all of which together shall constitute one and the same
instrument. This Second Amendment shall be governed by the laws of The State of
New York and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
as a sealed instrument as of May 27, 1997.
MAJOR LEAGUE BASEBALL
TRUST, as Borrower,
By
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as MLB Trustee,
By /s/ David A. Vanskey, Jr.
----------------------------
Name: David A. Vanskey, Jr.
Title:
Commitment
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$44,000,000 FLEET NATIONAL BANK,
in its capacity as Agent Bank,
Administrative Agent and as a Bank,
By /s/ Keith J. Collar
----------------------------
Name: Keith J. Collar
Title:
$38,000,000 BANK OF AMERICA,
in its capacity as Agent Bank
and as a Bank,
By /s/ Madeline W. Lee
----------------------------
Name: Madeline W. Lee
Title:
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$36,000,000 THE CHASE MANHATTAN BANK
in its capacity as Agent Bank
and as a Bank,
By /s/ David L. Kelly
----------------------------
Name: David L. Kelly
Title:
$36,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
in its capacity as Agent Bank
and as a Bank,
By /s/ Jeffery B. Wescott
----------------------------
Name: Jeffery B. Wescott
Title:
$19,000,000 BANK OF TOKYO - MITSUBISHI TRUST
COMPANY
By: /s/ Paula Mueller
----------------------------
Name: Paula Mueller
Title:
$16,000,000 THE BANK OF NOVA SCOTIA
By: /s/ illegible
----------------------------
Name:
Title:
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$15,000,000 BANK OF MONTREAL
By: /s/ R. J. McClorey
---------------------------
Name: R. J. McClorey
Title:
$13,500,000 BANK OF IRELAND
By: /s/ R. H. Wyer
---------------------------
Name: R. H. Wyer
Title:
$13,500,000 FUJI BANK LIMITED
By: /s/ Kazuaki Kitabatake
---------------------------
Name: Kazuaki Kitabatake
Title:
$13,500,000 IBJ SCHRODER BANK & TRUST
COMPANY
By: /s/ Mark H. Minter
---------------------------
Name: Mark H. Minter
Title:
$13,500,000 MITSUBISHI TRUST & BANKING CORP.
By: /s/ Masaaki Yamagrshi
---------------------------
Name: Masaaki Yamagrshi
Title:
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$13,500,000 SUMITOMO BANK LIMITED
By: /s/ John Kemper
-----------------------------------
Name: John Kemper
Title:
$13,500,000 YASUDA TRUST & BANKING
By: /s/ R. M. Laudenschlager
-----------------------------------
Name: R. M. Laudenschlager
Title:
$10,000,000 BANCO POPULAR DE PUERTO RICO
By: /s/ John Cunco
-----------------------------------
Name: John Cunco
Title:
$10,000,000 LaSALLE NATIONAL BANK
By: /s/ James M. Feldman
-----------------------------------
Name: James M. Feldman
Title:
MAJOR LEAGUE BASEBALL TRUST,
as Lender,
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as MLB Trustee
By: /s/ David A. Vanaskey, Jr.
------------------------------------
Name: David A. Vanaskey, Jr.
Title:
FLEET NATIONAL BANK, as Facilitating Agent
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By: /s/ Keith J. Collar
------------------------------------
Keith J. Collar
Vice President
ASTROS CLUB TRUST
By
WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as MLB Trustee,
By /s/ David A. Vanaskey, Jr.
-------------------------------------
Name: David A. Vanaskey, Jr.
Title:
BREWERS CLUB TRUST
By
WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as MLB Trustee,
By /s/ David A. Vanaskey, Jr.
-------------------------------------
Name: David A. Vanaskey, Jr.
Title:
EXPOS CLUB TRUST
By
WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as MLB Trustee,
By /s/ David A. Vanaskey, Jr.
-------------------------------------
Name: David A. Vanaskey, Jr.
Title:
INDIANS CLUB TRUST
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By
WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as MLB Trustee,
By /s/ David A. Vanaskey, Jr.
--------------------------------
Name: David A. Vanaskey, Jr.
Title:
PHILLIES CLUB TRUST
By
WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as MLB Trustee,
By /s/ David A. Vanaskey, Jr.
--------------------------------
Name: David A. Vanaskey, Jr.
Title:
PIRATES CLUB TRUST
By
WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as MLB Trustee,
By /s/ David A. Vanaskey, Jr.
--------------------------------
Name: David A. Vanaskey, Jr.
Title:
RANGERS CLUB TRUST
By
WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as MLB Trustee,
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By /s/ David A. Vanaskey, Jr.
--------------------------------
Name: David A. Vanaskey, Jr.
Title:
YANKEES CLUB TRUST
By
WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as MLB Trustee,
By /s/ David A. Vanaskey, Jr.
--------------------------------
Name: David A. Vanaskey, Jr.
Title:
ACCEPTED AND AGREED TO
BY WITHDRAWING BANK:
MITSUI LEASING USA, INC.
By: /s/ illegible
--------------------------
Name:
Title:
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