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Exhibit 10.8
RATIFICATION AGREEMENT
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RATIFICATION AGREEMENT dated as of April 17, 1998 among INDIANS CLUB
TRUST, a Delaware business trust, and FLEET NATIONAL BANK, as Administrative
Agent under the Revolving Credit Agreement dated as of April 17, 1998 (the "MLB
Credit Agreement"), among Major League Baseball Trust, a Delaware business trust
(the "MLB Trust"), the certain Lenders party thereto and Fleet National Bank, as
Administrative Agent. Capitalized terms used but not defined herein shall have
the meaning assigned thereto in Annex A to the MLB Credit Agreement.
1. The Indians Club Trust desires to become a party to the
Club Trust Revolving Credit Agreement dated as of April 17, 1998 (the "Club
Trust Credit Agreement"), among MLB Trust, Fleet National Bank, as Facilitating
Agent and the Club Trusts deemed to be parties thereto, and upon acceptance
hereof by the Administrative Agent on behalf of the MLB Trust, has requested
that the MLB Trust make available to the Indians Club Trust a sub-facility
having an initial Maximum Available Amount of $45,000,000 (the "Club Trust
Sub-Facility"). As a condition precedent to the establishment of such Club Trust
Sub-Facility, the MLB Trust has required, among other things, that the Indians
Club Trust enter into this Ratification Agreement (this "Agreement") in order to
undertake expressly certain representations, warranties, covenants, agreements
and other rights and obligations of a Club Trust under and pursuant to the Club
Trust Credit Agreement and the MLB Credit Agreement. Accordingly, the Indians
Club Trust hereby agrees as follows with the MLB Trust and the Administrative
Agent (for the benefit of the Lenders and the Liquidity Banks): (i) the Indians
Club Trust hereby acknowledges and agrees and confirms that by its execution of
this Agreement the Indians Club Trust will be deemed to be a party to the Club
Trust Credit Agreement and, with respect to its Club Trust Sub-Facility, shall
be a Club Trust for all purposes of the Club Trust Credit Agreement and shall
have all of the obligations of a Club Trust thereunder as if it had executed the
Club Trust Credit Agreement. The Indians Club Trust hereby ratifies, as of the
date hereof, and agrees to be bound by all the terms, provisions and additions
contained in the Club Trust Credit Agreement including (i) the representations
and warranties of a Club Trust set forth in Section 4.01 thereof, (ii) all the
affirmative and negative covenants set forth in Sections 5.01 and 5.02 thereof
and (iii) the obligation to pay Club Trust Secured Obligations and, without
duplication and subject to the restrictions on cross-collateralization contained
in the Transaction Documents, Secured Obligations attributable to such Club
Trust, whether at the due date thereof or by acceleration thereof.
2. The Indians Club Trust hereby designates the following
address as its address for notices and other communications under the Club Trust
Credit Agreement (unless and until the Indians Club Trust shall have designated
another address, telecopy or other number in a notice complying with the
provisions of Section 8.02 of the Club Trust Credit Agreement to each other
party to such agreement):
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Indians Club Trust
c/o Wilmington Trust Company
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Attention: Corporate Trust Administration
With a copy to:
Cleveland Indians Baseball
Company, Limited Partnership
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Attention: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
3. If Indians Club Trust is becoming a Club Trust on a date
other than the Closing Date, the Indians Club Trust hereby represents and
warrants that all the conditions precedent set forth in Section 2.14(a) of the
Club Trust Credit Agreement and Section 2.15(a) of the MLB Credit Agreement have
been satisfied as of the date hereof.
4. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same Agreement.
5. It is expressly understood and agreed by the parties hereto
that (a) this Agreement is executed and delivered by Wilmington Trust Company,
not individually or personally but solely as trustee of the Indians Club Trust
under its Club Trust Agreement, in the exercise of the powers and authority
conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Indians Club Trust is made and
intended not as personal representations, undertakings and agreements by
Wilmington Trust Company but is made and intended for the purpose for binding
only the Indians Club Trust, (c) except as Wilmington Trust Company shall
otherwise expressly agree, nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the Facilitating Agent, the
Administrative Agent and the Lenders and by any Person claiming by, through or
under any of them and (d) under no circumstances shall Wilmington Trust Company
be personally liable for the payment of any indebtedness or expense of the
Indians Club Trust or be liable
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for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Indians Club Trust under this Agreement or
the other Transaction Documents.
[Remainder of This Page Intentionally Left Blank and Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
INDIANS CLUB TRUST,
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Club Trustee,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title Assistant Vice President
Acknowledged and Accepted:
FLEET NATIONAL BANK, as
Administrative Agent,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President