Sheldon R. and Phyllis Milenbach, et al. - Page 8

                                        -8--8-                                          
               maximize their use and obtain the reasonable rental                    
               value thereof.  The plans and specification for the                    
               Press Box Improvements and Suites and the timing and                   
               manner of all construction at the Stadium must be                      
               approved by Lessor, which approval will not be                         
               unreasonably withheld or delayed.  * * *  [Emphasis                    
               added.]                                                                
               The 1980 MOA, the 1982 MOA, and the 1984 lease were the                
          result of arm’s-length bargaining between the Raiders and the               
          LAMCC.                                                                      
               The $6.7-million loan was represented by a promissory note             
          dated November 30, 1984, the terms of which were as provided in             
          the 1982 MOA and the 1984 lease.  The Raiders were to commence              
          repayment of the $6.7-million loan 3 years after the completion             
          of construction of the suites.  The loan was nonrecourse against            
          the Raiders, secured solely by the improvements to be made.  The            
          $6.7-million loan was funded with a $4-million advance in 1984              
          and by the following credits against the rent due from the                  
          Raiders:                                                                    
                    Year                     Amount                                   
                    1982                $  442,401                                    
                    1983                665,690                                       
                    1984                675,000                                       
                    1985                     675,000                                  
                    1986                    241,909                                   
                                   Total   $2,700,000                                 
          During these years, the Raiders took corresponding deductions for           
          their rent expense.                                                         
               Due to the concern of the Los Angeles Olympic Committee over           
          the timing of construction, plans to construct the suites prior             





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