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40 i i CAPITAL RESERVE ACCOUNT AGREEMENT This Capital Reserve Account Agreement is made and entered into as of September 1, 2000, by and among First Union National Bank, a national banking association duly organized and existing under the laws of the United States (tire "Capital Reserve Account Agent"), Los Angeles Dodgers, Inc., a Delaware corporation (the "Dodgers") and Indian River County, Florida, a political subdivision of the State of Florida (the "County"). WHEREAS, the County is the owner of that certain parcel of real property more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Land"), on which Land is located a professional baseball spring training facility known as "Dodgertown," which is comprised of Holman Stadium, an eighty-nine (89) unit hotel facility, a conference center with meeting and dining rooms, a clubhouse and weigltt room, in -door batting and pitching cages, four (4) full baseball practice fields, and two (2) half baseball practice fields (collectively, the "Existing Facilities"); and WHEREAS, the County has leased the Land and the Existing Facilities to the Dodgers for a term of not less than 20 years pursuant to that certain Facility Lease Agreement dated as of September 1, 2000 (the "Lease'); and WHEREAS, the Dodgers have agreed to undertake certain capital improvements to the Existing Facilities and the Land (collectively, the "Improvements"), as contemplated by the Lease and in accordance with and as required by that certain Development Agreement dated as of September 1, 2000 (the "Development Agreement") between the County and the Dodgers; and WHEREAS, as part of the consideration to be paid by the Dodgers to the County under the Lease, the Dodgers have undertaken the obligation to maintain (within the standards set forth in the Lease) the Existing Facilities, the Improvements and any additional improvements on or to the Land voluntarily undertaken by the Dodgers (collectively, the "Facility") at the sole costs of the Dodgers; and WHEREAS, the County desires to protect its investment in the County's property consisting of the Land and the Facility and to help insure that the Land and the Facility will be maintained as anticipated by the Lease; and WHEREAS, in order to so protect the County's property, the County has agreed to fund the Capital Reserve Account herein created to assist the Dodgers in maintaining the Land and the Facility. NOW, THEREFORE, in consideration of the premises and recitals set forth above, which premises and recitals are hereby incorporated herein as if fully set forth herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the County, the Dodgers and the Capital Reserve Account Agent agree as follows: