Tampa Bay Devil Rays, Ltd., Naimoli Baseball Enterprises, Inc., Tax Matters Partner - Page 4




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               (1) Obtain the funding and lines of credit sufficient to pay           
               the $130 million franchise fee and to provide the working              
               capital funds necessary for operation of a major league                
               baseball team;                                                         
               (2) Make full payment of the $130 million franchise fee                
               according to the following schedule:                                   

                         Due Date                 Amount                              
                         July 1, 1995             $32 million                         
                         July 1, 1996             25 million                          
                         July 1, 1997             40 million                          
                         Nov. 1, 1997             33 million                          

               (3) Obtain the funding for and complete renovation of the              
               Thunderdome, the existing, domed stadium in St. Petersburg,            
               Florida, obtain approval from the Commissioner of major                
               league baseball of the completed renovations to the stadium,           
               and obtain a use lease on the stadium effective January                
               1998;                                                                  
               (4) Obtain from the pre-existing minor league baseball                 
               teams located in the geographic region of                              
               St. Petersburg, Florida, the territorial or license                    
               rights to operate in the region a professional baseball                
               team; and                                                              
               (5) Establish a minor league baseball system.                          

               As indicated, the resolution and agreement did not                     
          constitute either the partnership or the Devil Rays a final                 
          member of and participant in major league baseball.  The                    
          partnership and the Devil Rays were not yet permitted to sign               
          players to major league contracts, nor to field a major league              
          baseball team.  Rather, the resolution and agreement authorized             
          the partnership to proceed to establish an expansion franchise              
          that would, subject to the fulfillment of the various conditions            






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