EXHIBIT A

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MATERIAL TERMS AND CONDITIONS OF LEASE/MANAGEMENT AGREEMENT

Thursday, July 2, 1998

EXHIBIT A

2. Rental/payments 3. General maintence and repairs 4. County obligations during lease 5. Use of stadium 6. Assignment and subletting 7. Transfer of franchise

It is currently anticipated that: (1) the term of the Lease will be thirty (30)) "Lease Years" ("Lease Year," shall mean, with respect to the first Lease Year, the period commencing the date of substantial completion of the Stadium Project and ending March 31 of the year following the first full season played in the Stadium; with respect to each successive year, Lease Year shall mean the period commencing April 1 following the conclusion of the prior Lease Year and ending the following March 31) and, (2) occupancy shall commence upon "substantial completion" of the Stadium Project. While the parties will endeavor to have the Stadium substantially completed to permit baseball games to be played therein during the 2002 NMB season, it is acknowledged that construction may be affected by, among other things, completion of the Fort Washington Way construction project, delays in the cessation of the use of Cinergy Field as a professional football venue, or other causes both within and outside of the control of the parties. Accordingly, while expeditious completion of construction of the Stadium is the goal of both parties, no damages or other rights or remedies shall be afforded either party as a result of the failure to complete construction by a date certain (provided that the Team's Existing Lease shall be modified in accordance with Section 3B of the Memorandum of Understanding until the date of substantial completion and that the foregoing is subject to the Team's additional termination right described in Section 7 of the Memorandum).

2. RENTAL - PAYMENTS.

A. The Team shall make payments to the County for Stadium Project costs on a deferred basis during the term of the Lease equal to the following amounts, which annual payments shall be paid on January 10 of each Lease Year:

(1) $2.5 Million payable for each first nine (9) Lease Years. (2) annual payments of One Dollar ($1.00) shall be paid by the Team to the County for Lease Years 10-30.

B. Throughout the Term, the County and the Team shall jointly engage a national promotional firm to book other suitable events at the Stadium. Except as otherwise set forth herein to the contrary, "Net Revenues" from events so scheduled and any other event scheduled at the stadium excepting (i) Team Use Days (as defined in C below) and (ii) County Use Days (as defined in C below) ("Other Events") shall be divided fifty percent (50%) each between the Team and the County. For purposes hereof, "Net Revenues" shall be deemed to be gross revenues received from the sales of tickets, rental fees and parking revenues relating to such Other Events minus all costs and expenses incurred by the County or the Team in connection with such Other Events, including, without limitation, management, promotional or other fees and commissions paid in connection therewith, security costs, increased insurance costs, cleaning and maintenance expenses, and the costs of protecting the playing field and costs of returning the field to a satisfactory condition to the extent such costs are necessitated by damage occurring during the Other Event.

C. Throughout the term, the Team shall have exclusive right to the use of the Stadium Project (i)(a) on NMB home preseason (if applicable), regular season and post-season home game days, (b) on other days during the baseball season when the Team is at home for regular Team practices and (c) during the period immediately prior to the baseball amateur draft for up to ten (10) days of tryout camps, (ii) on not more than four (4) additional days during times necessary to conduct bona fide baseball-related activities such as special team practices or fan appreciation events (the foregoing being referred to its "Team Use Days"), provided that Team Use Days shall be scheduled (except for (i) above) in a manner which will minimize interference with previously scheduled or reserved dates for Other Events. Team Use Days shall not result in revenue sharing as required for Other Events.

In addition, the County shall have the right to exclusive use of the Stadium Project for not more than four (4) additional days for bona fide County sponsored events related to County operations not booked under 2(B) above and not of a nature customarily booked the selected national promotional firm ("County Use Days") provided that (i) County Use Days shall not occur on Team Use Days, provided that reasonable prior notice thereof has been given and (ii) County Use Days shall be scheduled in a manner which will minimize interference with Team Use Days and Other Events. The County shall pay costs of protecting the playing field and returning the field to a satisfactory condition if such coasts are necessitated by damage occurring during a County Use Day event. County Use Days shall not result in revenue sharing as required for Other Events. The Team, County and chosen national promotional firm shall establish a procedure to reduce or eliminate scheduling conflicts.

3. GENERAL MAINTENANCE AND REPAIRS

It is the intention of the parties that the Team shall at all times during the Lease Term retain a qualified third-party manager with experience in managing sports facitlties to manage the operation and maintenance of the Stadium. Notwithstanding the foregoing, the Team shall have the right to seek the County's approval to self-manage Stadium operations, which request shall be considered by he County using the same criteria as are used to evaluate the qualifications of third-party managers; provided that the flnal decision with respect to third party or team management shall be made by the County. Subject to the foregoing, the Team shall pay for and shall have full and complete responsibility for all costs of operation, maintenance and repairs to the Stadium Project which are or become necessary during the term of the Lease except as otherwise set forth in Section 4 below.

4. COUNTY OBLIGATIONS DURING LEASE TERM; CAPITAL REPAIRS, INSURANCE AND 0 AND M RESERVE.

A. Capital Repairs and Insurance. All necessary and appropriate capital repairs - improvements during the term of the Lease shall be performed by the County at the County's sole cost and expense. The County agrees to establish, when appropriate (but prior to the commencement of the term of the Lease), a Capital Improvement Reserve Account (the "Capital Reserve Account",) into which the County shall deposit the sum of $1 Million for each Lease Year in which the Lease remains in effect. Funds held in the Capital Reserve Account shall be used to pay for any necessary and appropriate capital improvei-nents or repairs. Notwithstanding the foregoing, the County's obligation to make necessary and appropriate capital repairs - improvements during the term shall not be limited by the level of funds in the Capital Reserve Account. Interest earned on funds held in the Capital Reserve Account shall remain in said Capital Reserve Account. Upon expiration of the initial term of the Lease funds remaining in the Capital Reserve Account shall be refunded to the County. In addition to the foregoing, the County shall pay all costs associated with acquiring and maintaining appropriate public liability, property and casualty insurance for the stadium relating to Stadium operations.

B. O and M Reserve. In addition to the Capital Reserve Account, the County shall establish a reserve fund to reimburse the Team for certain operating and maintenance expenses of the Stadium (the "O and M Reserve") which may be drawn on by the Team from time to time, to fund bona fide documented operating and maintenance costs associated with the Stadium. The County's contribution to the 0 and M Reserve shall be Five Hundred Thousand Dollars ($500,000) for the first Lease Year and shall thereafter escalate (on a cumulative compounded basis) by five percent (5%) per annum for each subsequent Lease Year. The County shall have no responsibility for operating and maintenance expenses relating to the Stadium in excess of amounts held from time to time in the O and M Reserve.

Interest earned on funds held in the O and M Reserve shall be retained in the reserve account.

Upon expiration of the Lease, funds remaining in the O and M Reserve shall be returned to the County.

5. USE OF STADIUM

A. Use - Limitations. The parties hereby agree that the specific terms governing the Team's and County's use of the Stadium Project and any limitations on such use (other than expressly provided in 2(C) above) shall be be negotiated by the parties and incorporated ;into the final Lease.

B. Team's Rights to Revenue. The Team shall have the rights to receive, for all Team Use Days at the Stadium, all revenue, including, without limitation, ticket revenue, suite revunue, club area revenues, broadcast rights, concessions and novelty revenue, parking revenue from the Required Parking spaces on Team Use Days, and other revenues which may exist at the Stadium Project and Site not specifically allocated to the County under the Lease. All such revenue sources shall be included in the revenues in which the Team and the County share with respect to Other Events and described in 2(B) above:.

(i) The Team shall have all commercial advertising rights in and to the Stadium including, without limitations both permanent and transitory advertising, scoreboard advertising, video board advertising, public address advert sing and exterior message board advertising.

(ii) The Team shall have the right to control and receive all revenues from the stadium clubs - club lounges - restaurant(s) on a year-round basis for so long as the Team Operates a stadium club, club lounge or restaurant. In the event at any time the Team does not elect to operate any stadium club, club lounge or restaurant which is constructed as part of the Stadium or added thereafter, from such date through the remainder of the term of the Lease the County shall have the exclusive right to operate same.

(iii) The Team shall have the right to select the concessionaire and shall have all rights to revenues from any novelty store or Team museum that is pair of the Stadium Project.

6. ASSIGNMENT AND SUBLETTING.

The Team shall not sell, assign, transfer, convey or encumber the Lease or suble transfer, convey or encumber all or any portion of the Stadium Project without the prior written consent of the County which consent may be withheld at the sole discretion of the County. Notwithstanding the foregoing, the Team shall have the right to sell all of its corporate stock or partnership interests or substantially all of its assets to a third party entity or individual who agrees in writing prior to such sale to be bound by and assume an of the Team's obligations and restrictions set forth in Section 7 below.

Notwithstanding the foregoing:

(a) The Team may sell or grant licenses, subleases or similar interests in the ordinary course of business to concessionaires, vendors, advertisers, users and others; and

(b) The Team may sell licenses and similar interests in reserved seats, club seats and suites.

7. TRANSFER OF FRANCHISE

The Team hereby acknowledges that the County will be irreparably harmed by the transfer of the Team's Major League Baseball (National League) franchise to a location other than the Stadium Project or to an entity proposing to relocate to any such other location during term of the the Lease. Accordingly, the Team shall agree that so long as the County is not in default of any obligation of the County which is subject to written notice and a cure period under the Lease and is not cured by the County after such notice within such cure period, the Team shall agree as follows:

(a) The County does not have an adequate remedy at law for breach of this paragraph,

(b) The Team shall not enter into any contract or agreement of any kind to transfer the Team's franchise outside the County of Hamilton or to a location other than the Stadium Project during the term of the Lease without the prior written consent of the County.

(c) The Team shall not make formal application to the MLB or National League for approval to transfer the Team's franchise to a location other than the Stadium Project during the term of the Lease without the prior written consent of the County.

(d) The Team shall from and after the commencement date and until the expiration of the Lease, play all of its regular season MLB home games, and MLB playoff - divisional championship and World Series home games, for each season at the Stadium Project; provided, however that in the event MLB sponsors regular season games in foreign (non-U.S.) venues for marketing purposes and directs the Team to play there, the Team shall be permitted to play up to three (3) regular season games per season in such venues,

(e) The Team agrees that in the event of a violation of this paragraph, the County shall be entitled and obtain, and the Team hereby consents to the entry of, a temporary restraining order, together with preliminary and permanent injunctive relief, from any court of competent jurisdiction to enjoin any violation of this paragraph. the Team hereby waives any requirement that the County post a bond in connection with such injunction.

The foregoing shall not be deemed a waiver of any legal or equitable rights to which the Team may be entitled except to the extent expressly provided above. Notwithstanding the foregoing, theCounty agrees that upon expiration of the Lease the Team shall be permitted to play most or all of its games at a location other than the Stadium Project notwithstanding Ohio Revised Code 9.67 or other relevant law or regulation.

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