Sheldon R. and Phyllis Milenbach, et al. - Page 13

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          City of Irwindale Agreement                                                 
               On August 20, 1987, the Raiders and the City of Irwindale              
          (Irwindale) entered into the Irwindale MOA.  The Irwindale MOA              
          provided that Irwindale would loan the Raiders $115 million to be           
          used in the construction of a stadium in Irwindale where the                
          Raiders would play their home games beginning with the 1992 NFL             
          season.  Irwindale and the Raiders estimated that revenue during            
          the first year of the stadium’s operation would reach                       
          approximately $24 million.  The Raiders opened an Irwindale                 
          office staffed with five to six people in 1987, and the office              
          remained open until some time in 1992.                                      
               On or about August 19, 1987, Irwindale advanced the Raiders            
          $10 million against the $115-million loan.  The Raiders, in turn,           
          signed and delivered a $115-million nonrecourse promissory note             
          secured by a deed of trust.  The note provided that the repayment           
          of the principal and interest was to be made exclusively from               
          stadium net revenue.  In addition to the $10-million advance, the           
          Irwindale MOA required an additional $10 million:                           
               to be placed in an escrow interest-bearing account                     
               within seven (7) days on behalf of the Raiders and the                 
               entire $10,000,000.00 plus interest will be paid to the                
               Raiders upon 1) passage of the G.O. [general                           
               obligation] Bond Issue on November 3, 1987; and                        
               2) assurance of mutually acceptable parking facilities                 
               prior to November 3, 1987.                                             
          Irwindale never deposited the additional $10 million in an escrow           
          account.                                                                    






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