MSA_Orioles_Bonds_2024_Bank_Loan_RFPvFinal.pdf

Maryland Stadium Authority Taxable Revenue Debt

(Baseball Stadium Issue) Series 2024

Request for Proposal(s):

Bank Loan Provider

October 28, 2024

I. Introduction

On October 1, 2024, the Maryland Stadium Authority (the “Authority”) approved a Financing Plan for the issuance of up to $135 million of taxable revenue debt, Series 2024 (“2024 Debt”) to (i) finance the cost of certain improvements to the Baseball Stadium at Camden Yards (the “Baseball Stadium” or the “Stadium”), (ii) pay capitalized interest on the 2024 Debt through fiscal year 2025 and (ii) pay cost of issuance on the 2024 Debt. The Authority intends to sell the 2024 Debt either through a public offering of taxable long-term fixed rate bonds (“Bonds”) and/or other financing options, which may be permanent or interim financing. These other financing options could include bank loans, lines of credit, letters of credit, bond anticipation notes, and/or other financing options (“Alternative Financing”). Closing of the 2024 Debt is expected prior to the end of calendar year 2024.1 The Authority is seeking proposals from qualified financial institutions to serve as bank loan provider for the 2024 Debt. McKennon Shelton & Henn LLP is serving as Bond Counsel and Public Resources Advisory Group, Inc. (“PRAG”) is serving as Municipal Advisor to the Authority in connection with the issuance of the 2024 Debt. PRAG is also acting as municipal advisor to MSA in connection with this RFP and is not acting as a placement agent.

This RFP is a request for Alternative Financing proposals. The Authority will also be requesting underwriting proposals for a public offering of debt through a separate solicitation process. The Authority will evaluate all proposals received and move forward with the product and structure that provides the best value to the Authority.

II. The Lease

On December 18, 2023, the Authority and the Baltimore Orioles Limited Partnership (“Team”) executed an extension (“Lease Extension”) to the current Stadium lease term from January 1, 2024 until December 31, 2053 (“Extension Term”) subject to the following:

i. If the Team and the Authority do not have a ground lease and master development agreement by December 31, 2027 (“Ground Lease Agreement”), the Extension Term may be reduced (at the option of the Team) from December 31, 2053 to December 31, 2038 (“Reduced Extension Term”).

1 Preliminary, subject to change.

ii. The repayment term for any debt issued cannot exceed the lease term. For the purposes of the 2024 Debt, the final maturity of the debt cannot exceed December 15, 2038.

iii. If the Team and the Authority have an approved and executed Ground Lease Agreement by December 31, 2027, the Lease Extension will be replaced with a Facility Use Agreement (the “Facility Use Agreement”), the substantive terms of which have been agreed upon, and are attached as an exhibit to the Lease Extension which is included as Attachment D to this RFP.

III. The Project

As part of the negotiations and pursuant to the Legislation described in Section IV herein, the Authority intends to finance an estimated $125 million of Stadium capital improvement projects (“Capital Projects”). The Capital Projects include a new Scoreboard, control room and Chiller plant replacements, and are expected to be completed over eighteen to twenty-four months.

IV. Legislation

During the 2022 legislative session, the Maryland General Assembly enacted HB 896 as Chapter 60, (the “Amendment”) amending the Maryland Stadium Authority Act codified in § 10-601 et seq. of the Economic Development Article of the Annotated Code of Maryland (the “Act”).

Specifically, the Amendment increased the Authority’s bond issuing authority for both the M&T Bank Football Stadium (the “Football Stadium”) and the Baseball Stadium to a combined total of $1.2 billion. Amended § 10-628 of the Act authorizes the Authority to issue up to $600 million in aggregate principal amount of bonds for, among other purposes, the construction, renovation, and related expenses for construction management, professional fees, and contingencies for the Baseball Stadium and sports facilities (as defined in the Act) directly related to the use or operation of the Stadium. Pursuant to the Act, the term of the financing to be issued for these purposes cannot exceed the term of the Team’s lease.

The Stadium Authority Act was further amended by HB 524 enacted as Chapter 112 of the Acts of 2023 (the “2023 Amendment” and together with the 2022 Amendment and the Stadium Authority Act the “Act”) to create separate funds for the Football and Baseball stadiums which can be used to secure debt service on Authority borrowing including bonds issued pursuant to the 2022 Amendment. The 2023 Amendment enables the Authority to continue to receive Lottery Deposits (in the amounts set forth in the 2023 Amendment) into the Maryland Stadium Facilities Fund as necessary to continue paying debt service on existing outstanding bonds for the Baseball Stadium and sports facilities at Camden Yards. The full $45 million in Lottery Deposits will not be available to pay debt service on Authority debt for the Baseball Stadium until July 1, 2039, after all currently outstanding bonds for the Baseball Stadium have matured. Please see Attachment C to this RFP for a summary of outstanding Baseball Stadium debt. Revenues available to the Financing Fund prior to July 1, 2039 are detailed in Section V herein.

V. Security

General

Section 9-120 of the State Government Article of the Annotated Code of Maryland, as amended (the “State Government Article”), requires the Comptroller of the State of Maryland to make certain statutorily required deposits. Specifically, the Comptroller is required to deposit various amounts into the Camden Yards Baseball Sports Facilities Financing Fund (“Financing Fund”) from the proceeds of Maryland lotteries (“Lottery Revenues”) after paying the expenses of operating and administering the lottery games and the holder of each winning ticket or share thereof and certain other distributions set forth in Section 9-120 of the State Government Article (See Article VI herein for a more detailed description of such deposits). Those amounts are: (i) $40,900,000 in FY 2025 and FY 2026, (ii) $41,640,000 in FY2027 through FY2039, and (iii) $45 million annually thereafter. See Section VI below is a discussion of all distributions outlined in Section 9-120.

The Authority intends to pledge any money and securities from time to time on deposit in the Financing Fund to secure its obligation to make debt service payments on the 2024 Debt, which will be on parity with the Authority’s planned issuance of future bonds for the Baseball Stadium.

Pursuant to the Legislation, the pledged fund for the 2024 Debt will be the Financing Fund.

None of the State of Maryland (the “State”), the State Lottery and Gaming Control Agency (the “Lottery Agency”) or any other governmental unit shall be obligated to pay the principal of and premium, if any, or interest on the 2024 Debt. The 2024 Debt is not a debt, liability or a pledge of the faith and credit or the taxing power of the State, the Lottery Agency, the Authority or any other governmental unit and may not give rise to any pecuniary liability of the State, the Lottery Agency, the Authority or other governmental unit. The issuance of the 2024 Debt is not directly, indirectly or contingently a moral or other obligation of the State, the Lottery Agency, the Authority or other governmental unit to levy or pledge any tax or to make any appropriation for their payment.

Financing Documents

At or about the time of closing of the 2024 Debt, the Authority and a trustee will enter into a Master Trust Indenture, Financing Agreement, or such other documents as are customary for the 2024 Debt, under which the Authority will pledge funds on deposit in the Financing Fund created by the Legislation, and any fund, account or subaccount created by a Master Trust Indenture of Financing Agreement, other than the rebate fund created therein, to the master trustee for the benefit of the holders of parity debt. There is no assignment, pledge or grant of a security interest in the amounts on deposit in the State Lottery Fund. There will not be a pledge of any real or personal property by the Authority under the Master Trust Indenture. There will not be a debt service reserve fund securing the 2024 Debt.

VI. Lottery Revenue Distributions pursuant to SG § 9-120

The State Lottery Fund is a statutorily created fund into which all receipts from the sale of State lottery tickets or shares (after payment of commission to licensed agents and validation prize payouts) are deposited.

Section 9-120 of the State Government Article of the Annotated Code of Maryland currently provides for the distribution and prioritization of various distributions from the State Lottery Funds. Provided below is a graphic of the prioritization and distributions of State Lottery Funds pursuant to SG § 9-120.

The distributions made to the Maryland Stadium Facilities Fund, the Financing Fund, Camden Yards Football Sports Facilities Financing Fund, Maryland Veterans Trust Fund, Racing and Community Development Financing Fund, and Ann Arundel County or Baltimore City (collectively, “First Priority Lottery Disbursements”) have a first claim on State Lottery Revenues following the payment of lottery prizes and expenses of administering and operating the State lottery. Any remaining distributions occur after the completion of the First Priority Lottery Disbursements.

MASTER TRUST INDENTURE

Revenue Bonds (Baseball

Stadium) – Debt Service Fund Max Issuance $600M

Max Lottery Distribution - $45M

Prize Expense and Commissions

STATE LOTTERY FUND

(Includes proceeds from the sales of Jackpot Games, Draw Games, Monitor

Games Scratch-Off Games and Instant Ticket Lottery Machines)

Baltimore City Public Schools Construction Fund

Bond Holders

Lottery Operating Expenses

MD Stadium Facilities

Fund

First-Priority Disbursements

Camden Yards Football Sports Fac. Financing

Fund

Camden Yards Baseball Sports Fac. Financing

Fund

Maryland Veterans

Trust Fund

Racing and Community

Development Financing Fund

Anne Arundel County or Baltimore

City

Michael Erin Busch Sports Fund

Maryland Humanities Council for Maryland History Day

Maggie McIntosh School Arts Fund

Sports Entertainment Facilities Financing Fund

Major Sports and Entertainment Event Program Financing Fund

Bus Rapid Transit Fund

Prince George’s County Blue Line Corridor Facility Fund

GENERAL FUND

The Authority has issued debt secured by various financing funds receiving lottery disbursements consistent with SG § 9-120. Included below is a summary of certain recent lottery supported debt issuances, links to official statements and existing ratings.

Series Dated Issued Secured by EMMA Link to Final OS

Current Ratings

$225,730,000 Revenue Bonds (Football Stadium Issue) Series 2023A

July 6, 2023 Camden Yards Football Sports Facilities Financing Fund https://emma.msr b.org/IssueView/ Details/P1421405

S&P Global Ratings of AA and Fitch Ratings, Inc of AA.

Sports Entertainment Facilities Revenue Bonds $20,125,000 (Hagerstown Project) Series 2023A and $78,370,000 (Minor League Baseball Projects) Series 2023B

November 1, 2023 Sports Entertainment Facilities Financing Fund https://emma.msr b.org/P21738694- P21335323- P21769458.pdf

S&P Global Ratings of AA and Fitch Ratings, Inc of AA.

VII. Authority Objectives

The 2024 Debt is being issued pursuant to the Act which requires the term of the debt does not exceed the term of the lease. Given the possibility of the Reduced Extension Term, the 2024 Debt needs to be structured with a term not to exceed December 15, 2038. Also based on certain terms and provisions of the Lease Extension the 2024 Debt needs to be issued on a taxable basis.

The Authority is interested in proposals for Alternative Financing options that may allow for flexibility to restructure the 2024 Debt in the future if certain lease provisions are renegotiated.

Such financing options may include but are not limited to bank loans with early call options, extraordinary redemption provisions, convertible option, BANs with term out provisions, etc.

In the future, the Authority intends to issue additional parity debt to be secured by the Financing Fund and intends to structure the 2024 Debt in a manner that maximizes flexibility and proceeds available at the lowest cost of borrowing for the 2024 Debt and future parity debt issuances to be secured by the Financing Fund (“Baseball Stadium Financing Program”). The Authority, with assistance from its Municipal Advisor, will evaluate all proposals and select the product and structure that provides the best value to the Authority.

VIII. Additional Information

Maryland Lottery & Gaming Control Agency most recent 2023 Annual Comprehensive Financial Report https://www.mdgaming.com/wp-content/uploads/2024/02/ACFR_FY23-FINAL.pdf

Estimated Maryland Revenues report dated September 26, 2024 for Fiscal Years Ending June 30, 2025 and June 30, 2026 https://mdbre.gov/BRE_reports/FY-2025/Board- Report-September-2024.pdf

Attachment D- Lease Extension

IX. Proposal Submission Requirements

Please email a copy of your proposal to: Christine Fay at cfay@pragadvisors.com not later than by 3:00 p.m. Eastern Time on Tuesday, November 12, 2024. Please direct any questions in writing to Ms. Fay at cfay@pragadvisors.com.

The Authority reserves the right to select one or more institutions to provide the requested services. The Authority also reserves the right to reject any and all responses, to waive any informalities in a response, to request clarifications or additional information from any financial institution and to effect any agreement deemed by the Authority to be in its best interest with one or more financial institutions. The Authority also reserves the right to add to, amend, withdraw and/or cancel, in part or entirely, this RFP for any reason and at any time with no liability to any prospective proposer for any costs or expenses incurred in connection with the RFP or otherwise. If any part of the RFP is revised, addenda to the RFP will be provided to all financial institutions provided a copy of the RFP.

Nothing in this RFP, the responses, or the Authority’s acceptance of any response in whole or in part shall oblige the Authority to complete negotiations with the Authority’s selected financial institution(s). The Authority reserves the right to end, in its sole discretion, negotiations with a financial institution at any time up to the consummation of the transactions arising from this RFP. The Authority will not assume responsibility for any expenses incurred by a financial institution for preparation of the proposal or in any negotiations, even if they are subsequently suspended by either party for any reason.

Award shall be made to the institution(s) deemed to provide the best value to the Authority.

Final award is subject to the Authority Board and Board of Public Works approval.

Required Information:

A. Transmittal Information

The response shall be accompanied by a one-page transmittal letter addressed to the Authority, which is signed by the officer responsible for committing the firm's resources. The transmittal letter shall specify the name of one person who can respond to requests for additional information. Please provide a phone number and email address for this person.

B. Disclosures

Please disclose and explain any significant negative events in your firm's recent history including criminal charges, civil litigation, or administrative actions involving allegations of securities law or regulatory agency rule violations by your firm or its employees during the past five years. Include any such disclosures as an exhibit to your response.

a. Are there any lines of business conducted by your firm that could complement or conflict with your role on this transaction? Please disclose any arrangement that might present an actual or apparent conflict of interest with this role.

b. A description of any contractual or informal financial arrangements/agreements, including joint accounts, fee-splitting profit sharing, distribution agreements and consulting agreements related to your firm. This disclosure must be complete, accurate, and in sufficient detail to permit the Authority to understand all relevant terms of the transaction.

c. The names of any consultants (including the names of individuals) your firm has retained to represent your firm to the Authority.

d. Whether or not the firm is a party to any pending litigation against the Authority or the State of Maryland and, if so, whether this would affect its performance of the services requested.

C. Alternative Financing/Bank Loan

Please respond to all questions below and include a term sheet for the proposed facility and complete Attachment A. Your response should not exceed 10 pages, excluding the transmittal letter, table of contents and exhibits.

1. Please provide a short summary describing your understanding of the Authority's objectives and proposed alternative financing solution that will allow for best execution and maximize the proceeds available to the Baseball Stadium Financing Program. Please include a description, terms and pricing associated with any Alternative Financing being proposed.

2. Your response should follow the format in Attachment A and must include a term sheet.

The Authority understands that the proposal is not a commitment, however it would have a reasonable expectation that the accepted proposal would turn into commitment soon after selection to allow time to draft and negotiate a financing agreement prior to the needed approvals outlined in section X. below.

X. Proposal Timeline

The proposal timeline and expected timeline for the 2024 Debt is summarized below.

Action Date Distribute RFP October 28, 2024 Deadline to Submit Intention to Propose and Questions November 5, 2024 Final RFP Responses (no later than 3PM Eastern Time) November 12, 2024 Anticipated Selection of Winning Financial Institution(s)

November, 2024

Anticipated Authority Approval November/December, 2024 Anticipated Board of Public Works Approval November/December, 2024 Anticipated Closing Date Prior to 2024 calendar year end

A-1

Attachment A

Taxable Revenue Debt

(Baseball Stadium Issue) Series 2024

Proposals submitted must complete this form or include responses to all items on this form in order to be considered.

I. Bank Information

Name of Bank:

Contact Person: Phone:

Fax: E-mail:

Bank’s Ratings:

Fitch: Long-term Short-term Outlook/Credit Watch

Moody’s: Long-term Short-term Outlook/Credit Watch

Standard & Poor’s: Long-term Short-term Outlook/Credit Watch

II. Bank Counsel Information

Name of Legal Counsel:

Contact Person: Phone:

Fax: E-mail:

Bank Legal Fees and Expenses: Estimated at $ ; Capped at $

III. Fees & Expenses

Upfront Fee: $

Please list any other fees or expenses.

XI. Interest Rate and Pricing for Facility

A-2

Please provide proposed rates, fees including bank counsel for the proposed facility.

Please attach a term sheet for the proposed facility.

XII. Acceptance of State Terms and Conditions

By responding to this RFP, the proposer hereby accepts the State’s Terms and Conditions attached hereto as Attachment B, which would be incorporated into any Financing Agreement or other form of agreement entered between the Authority and proposer as a result of this RFP.

XIII. Representations and Requirements

In addition to other representations, the financial institution selected by the Authority to provide financing will be required to make the following representations: (i) it is purchasing the 2024 Debt for investment for its own account and does not have any present intention to resell, transfer, dispose of or otherwise distribute the 2024 Debt or any interest therein; (ii) it is a qualified institutional investor and has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment represented by the purchase of the 2024 Debt; (iii) it is able to bear the economic risks of such investment;

(iv) it understands that no official statement, prospectus, offering circular or other disclosure statement is being prepared with respect to the 2024 Debt; (v) it has made its own inquiry and analysis with respect to the security for and payment of the 2024 Debt and the Financing Agreement and has received all the information which it deems necessary or relevant in connection with its evaluation of the credit of the Authority and the security for the 2024 Debt and the Financing Agreement; (vi) it understands the 2024 Debt is not a debt, liability or a pledge of the faith and credit or the taxing power of the State, the Lottery Agency, the Authority or any other governmental unit and may not give rise to any pecuniary liability of the State, the Lottery Agency, the Authority or other governmental unit. The issuance of the 2024 Debt is not directly, indirectly or contingently a moral or other obligation of the State, the Lottery Agency, the Authority or other governmental unit to levy or pledge any tax or to make any appropriation for their payment, and (vii) it is not relying on disclosures from MSA and that it is making the Loan for its own accounts and not with a view to resale or redistribution.

The Loan may be transferred in whole but not in part and only to qualified institutional investors who will provide the same certification at the time of transfer. The successful bidder must fund the Loan from its own capital and must agree not to place the Loan in any type of trust or other derivative financial product. The Loan will not be rated. No CUSIP numbers will be obtained and the Loan will be evidenced by a certificated promissory note registered in the successful bidder’s legal name (i.e., no “street name” and no book-entry registration or registration to “Cede & Co.”).

The financial institution shall not be permitted to transfer the 2024 Debt without first receiving the written consent of the Authority.

Agreements shall be governed by, and interpreted in accordance with, the laws of Maryland and all judicial actions, claims and suits or proceedings shall be initiated and maintained only

A-3 in the courts of Maryland. In addition, Financing Agreement, will have restrictions on certain liabilities of the Authority, the State and any member, officer, employee or agent thereof.

While the Authority will not assert the defense of sovereign immunity with regards to non-payment of its obligation under the Financing Agreement, the Authority does not waive sovereign immunity or any other defenses available to it under Maryland law.

XIV. Covenants and Conditions

1) List all financial, reporting and other covenants required of the Authority, subject to the limitations below.

Master Trust Indenture

The 2024 Debt will be certified as parity debt under the Master Trust Indenture.

The financial institution purchasing the 2024 Debt shall not have any security, liens, remedies, enforcement rights or any other rights or remedies that are superior to or in conflict of the Master Trust Indenture. Rather, the financial institution shall have the rights of a parity debt holder under the Master Trust Indenture and will not be entitled to any additional covenants or rights as to security of payment except as provided in the Master Trust Indenture. As set forth in the Master Trust Indenture, the Authority may issue additional parity debt thereunder in accordance with the provisions thereof.

Most Favored Nations The Authority will not accept most favored nation provisions, general indemnification provisions, confession of judgment provisions and/or any provisions respecting the unregulated pass-through of costs by the bondholder to the Authority. The Authority will require that reporting requirements be consistent with its requirements under outstanding continuing disclosure agreements.

Increased Costs Any proposed increased cost provisions must be included with your submission.

The Authority will only accept increased cost provisions that are due to a change in law, rule or regulation regarding taxation or the Bank’s required levels of reserves, deposits, insurance, liquidity, liquidity ratio or capital and that relate directly to this transaction. A certificate from the Bank to the Authority will be required setting forth in reasonable detail such increase in cost and the manner of calculating the same as determined by the Bank and shall be submitted by the Bank to the Authority. No additional costs will be paid without the Authority’s prior receipt of the certificate.

The Bank must provide the Authority with written notification of the increased cost in a timely manner and the Authority will have 120 days to remit the additional cost without penalty.

A-4

The Authority will not accept increased costs for more than 90 days prior to written notification of the increase in costs. Such increased costs shall be reduced or eliminated if the event causing such increase is modified or ceases to exist.

Upon notification of an increase in costs, the Authority reserves the right to terminate the financing at par.

Change in Corporate Tax Law

There shall be no change to the interest rate on the 2024 Debt in the event of a change in the maximum federal corporate tax rate.

Acceleration and Set-Off Rights

No acceleration. Any set-off rights subject to the set off rights of the master trustee under the Master Trust Indenture.

2) Please provide any additional terms or conditions precedent.

B-1

Attachment B

STATE’S TERMS AND CONDITIONS

The following terms and conditions are applicable to any contract or agreement entered into by the Lender and the Authority as a result thereof.

A. Definitions

1. Agreement means a finance agreement, repayment obligation, term sheet, and any documents executed by the Authority or the Lender evidencing a financial obligation entered into pursuant to the RFP. As used herein the term “contract” shall mean an Agreement.

2. The Authority means the Maryland Stadium Authority.

3. Lender means the Offeror or Proposer with whom the Authority enters into an Agreement

4. The State means the State of Maryland.

B. Application

The terms and conditions set forth in this Attachment B apply to any Agreement and the RFP as the circumstances dictate, and shall be deemed incorporated in and made part of any Agreement resulting from this RFP.

C. Terms and Conditions

1. Subcontracting; Assignment

The Lender may not subcontract any portion of the services provided under any Agreement by and between the Authority and the Lender without obtaining the prior written approval of the Authority, nor may the Lender sell, transfer, or otherwise assign its obligations under its Agreement with the Authority, or any portion thereof, or any of its rights or obligations hereunder, without the prior written approval of the Authority; provided, however, that the Lender may subcontract services under or make an assignment of its Agreement with the Authority to an affiliate of the Lender that is fully capable of performing such services if the Lender retains full responsibility for the Agreement. Any such subcontract or assignment shall be subject to any terms and conditions that the Authority deems necessary to protect the interest of the Authority and the State. The Authority shall not be responsible for the fulfillment of the Lender’s obligations to subcontractors.

2. Non-Hiring of Officials and Employees

No official or employee of the State, as defined under State Government Article, §15-102, Annotated Code of Maryland, whose duties as such official or employee include matters relating to or affecting the subject matter of the RFP and any subsequent Agreement, shall during the pendency and term of the Agreement and while serving as an official or employee of the State become or be an employee of the Lender or any entity that is a subcontractor on the Agreement.

B-2

3. Maryland Law Prevails

The provisions of any Agreement resulting from the RFP shall be governed by the Laws of Maryland.

4. Amendments

The Agreement, including the Exhibits thereto, shall constitute the entire Agreement between the parties and all other communications prior to its execution, whether written or oral, with reference to the subject matter of the Agreement are superseded by the final executed Agreement. Any amendment to the Agreement must first be approved in writing by the Authority, subject to any additional approvals required by the Authority’s Board of Directors and State law. No amendment to the final Agreement shall be binding unless so approved and unless it is in writing and signed by the party to be charged.

5. Nondiscrimination in Employment

The Lender agrees: (a) not to discriminate in any manner against an employee or applicant for employment because of race, color, religion, creed, age, sex, marital status, national origin, ancestry or disability of a qualified individual with a disability; (b) to include a provision similar to that contained in subsection (a), above, in any subcontract except a subcontract for standard commercial supplies or raw materials; and (c) to post and to cause subcontractors to post in conspicuous places available to employees and applicants for employment, notices setting forth the substance of this clause.

6. Contingent Fee Prohibition

The Lender warrants that it has not employed or retained any person, partnership, corporation, or other entity, other than a bona fide employee or agent working for the Lender to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, partnership, corporation, or other entity, other than a bona fide employee or agent any fee or any other consideration contingent on the making of this Agreement.

7. Political Contribution Disclosure

The Lender shall comply with the Election Law Article § 14-101 – 14-108, Annotated Code of Maryland, which requires that every person that enters into contracts, leases, or other agreements with the State, a county or an incorporated municipality, or their agencies, during a calendar year in which the person receives in the aggregate $200,000 or more, shall file with the State Board of Elections a statement disclosing contributions in excess of $500 made during the reporting period to a candidate for elective office in any primary or general election. The statement shall be filed with the State Board of Elections: (1) before a purchase or execution of a lease or contract by the State, a county, an incorporated municipality, or their agencies, and shall cover the preceding two calendar years; and (2) if the contribution is made after the execution of a lease or contract, then twice a year, throughout the Contract term, on: (a) February 5, to cover the 6-month period ending January 31; and (b) August 5, to cover the 6-month period ending July 31.

8. Retention of Records/Audit

The Lender shall retain and maintain all records and documents relating to this Agreement for three years after final payment by the Authority hereunder or any applicable statute of limitations, whichever

B-3 is longer, and shall make them available for inspection and audit by authorized representatives of the State, including the person(s) designated by the Authority, at all reasonable times.

9. Compliance with Laws

The Lender hereby represents and warrants that:

• It is qualified to do business in the State of Maryland and that it will take such action as, from time to time, hereafter may be necessary to remain so qualified;

• It is not in arrears with respect to the payment of any monies due and owing the State of Maryland, or any department or unit thereof, including but not limited to the payment of taxes and employee benefits, and that it shall not become so in arrears during the term of the Agreement;

• It shall comply with all federal, State and local laws, regulations and ordinances applicable to its activities and obligations under the Agreement; and

• It shall obtain, at its expense, all licenses, permits, insurance, and governmental approvals, if any, necessary to the performance of its obligations under the Agreement.

10. Liability for Loss of Data

In the event of loss of any data or records necessary for the performance of the Agreement where such loss is due to the error or negligence of the Lender, the Lender shall be responsible, irrespective of cost to the Lender, for recreating such lost data or records.

11. Confidentiality

Subject to the Maryland Public Information Act and any other applicable laws, including all confidential or proprietary information and documentation relating to either party (including without limitation, any information or data stored within the Lender’s computer systems) shall be held in absolute confidence by the other party. Each party shall, however, be permitted to disclose relevant confidential information to its officers, agents and employees to the extent that such disclosure is necessary for the performance of their duties under the Agreement, provided the data may be collected, used, disclosed, stored and disseminated only as provided by and consistent with the law and the confidentiality provisions of the RFP. The provisions of this section shall not apply to information that (a) is lawfully in the public domain; (b) has been independently developed by the other party without violation of the Agreement; (c) was already in the possession of such party; (d) was supplied to such party by a third party lawfully in possession thereof and legally permitted to further disclose the information; or (e) which such party is required to disclose by law.

12. Miscellaneous

(a) Article and Headings

The Article and Section headings contained in this Attachment B are solely for convenience of reference and shall not affect the meaning or interpretation of Attachment B or provision thereof.

(b) No Waiver of Sovereign Immunity

C-1

Attachment C

Existing Baseball Stadium Debt Service

Revenue Constraint

Principal (12/15)

Interest* Debt Service Principal (12/15)

Interest** Debt Service Principal (3/1)

to Act***

2025 785,000$ 20,116$ 805,116$ 1,085,000$ 15,082$ 1,100,082$ - 1,194,899$ 1,194,899$ 1,870,000$ 1,230,096$ 3,100,096$ 40,900,000$ 2026 - 1,194,899 1,194,899 - 1,194,899 1,194,899 40,900,000 2027 2,160,000 1,194,899 3,354,899 2,160,000 1,194,899 3,354,899 41,640,000 2028 2,225,000 1,129,645 3,354,645 2,225,000 1,129,645 3,354,645 41,640,000 2029 2,295,000 1,060,203 3,355,203 2,295,000 1,060,203 3,355,203 41,640,000 2030 2,370,000 987,199 3,357,199 2,370,000 987,199 3,357,199 41,640,000 2031 2,445,000 909,439 3,354,439 2,445,000 909,439 3,354,439 41,640,000 2032 2,530,000 827,996 3,357,996 2,530,000 827,996 3,357,996 41,640,000 2033 2,615,000 742,457 3,357,457 2,615,000 742,457 3,357,457 41,640,000 2034 2,705,000 652,736 3,357,736 2,705,000 652,736 3,357,736 41,640,000 2035 2,795,000 558,575 3,353,575 2,795,000 558,575 3,353,575 41,640,000 2036 2,900,000 454,909 3,354,909 2,900,000 454,909 3,354,909 41,640,000 2037 3,010,000 347,348 3,357,348 3,010,000 347,348 3,357,348 41,640,000 2038 3,120,000 235,707 3,355,707 3,120,000 235,707 3,355,707 41,640,000 2039 3,235,000 119,986 3,354,986 3,235,000 119,986 3,354,986 41,640,000 Total 785,000$ 20,116$ 805,116$ 1,085,000$ 15,082$ 1,100,082$ 34,405,000$ 11,610,898$ 46,015,898$ 36,275,000$ 11,646,095$ 47,921,095$

Existing Camden Yards Debt

***The revenue constraint increases to $45 million in year 2040 and beyond.

The bonds mature on March 1, 2039.

Warehouse (Series 2014) Warehouse (Series 2019B)

Footnotes

Camden Station (Series 2004)

**Assumes 2.78% for privately placed Series 2014 Taxable Revenue and Refunding Bonds. The bonds mature on December 15, 2024.

*Corrects 2004 Interest in OS for error that shows $213,706.00 of interest instead of $785,000 at 5.125% due December 15, 2024.

Attachment D

Lease Extension and Amendment

LEASE EXTENSION AND AMENDMENT

THIS LEASE EXTENSION AND AMENDMENT (this “Agreement”) is effective as of the 18th day of December, 2023 (the “Effective Date”), by and between the MARYLAND STADIUM AUTHORITY, a body corporate and politic and instrumentality of the State of Maryland (“MSA”), and BALTIMORE ORIOLES LIMITED PARTNERSHIP, a Maryland limited partnership (the “Team”).

The Team and MSA may sometimes be referred to collectively as the “Parties” or individually as a “Party” in this Agreement.

RECITALS:

A. MSA designed, constructed, and has at all times owned the stadium now known as Oriole Park at Camden Yards, located in Baltimore, Maryland (the “Stadium”).

B. MSA and the Team (as successor in interest to The Orioles, Inc.) are parties to that certain Agreement Regarding Oriole Park at Camden Yards effective as of September 2, 1992 (as amended prior to the Effective Date, the “Existing Lease”), pursuant to which MSA leases the Stadium and certain other premises described therein to the Team.

C. In 2022, the Maryland General Assembly enacted House Bill 896, entitled “An Act Concerning Maryland Stadium Authority—Increase of Bond Authorization—Camden Yards” (“HB896”), as amended by HB524, enacted as Chapter 112 of the Laws of 2023 (“HB524”), that, among other things, amended § 10-628 and § 10-644 of the Economic Development Article of the Annotated Code of Maryland, to provide for the issuance of taxable or tax-exempt bonds by MSA for certain facilities at the Camden Yards Site and required MSA to negotiate a certain lease or renewal or extension of a lease with respect to the Stadium that will not terminate before the maturity date or payoff of any bonds issued for the Stadium.

D. The Term (as defined in the Existing Lease) of the Existing Lease is set to expire on December 31, 2023.

E. MSA and the Team have agreed to extend the Term of the Existing Lease and amend certain terms of the Existing Lease, as more particularly set forth in this Agreement. The Team and MSA acknowledge that their mutual intent is that this Agreement constitutes the extension of a lease envisioned in HB896, as amended by HB524. The Existing Lease, as amended by this Agreement, is referred to herein as the “Lease”.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MSA and the Team agree as follows:

1. Recitals. MSA and the Team confirm that the foregoing recitals are true in substance and in fact and form part of this Agreement.

2. Extension of Term; Renewal Options.

(a) Subject to the terms of this Agreement, the Term of the Lease is hereby extended for a period commencing on January 1, 2024, and continuing until December 31, 2053 (such period, the “Base Extension Term”), upon the same terms, covenants and conditions as are contained in the Existing Lease, except as expressly provided for in this Agreement.

(b) Notwithstanding anything to the contrary contained in the Existing Lease, the Team shall have the right to extend the Term of the Lease for four (4) five-year periods (each an “Additional Extension Term”), each exercisable in the Team’s sole discretion by providing a written notice to MSA on or prior to the February 1 that immediately precedes the then-current expiration date of the Term. The terms and conditions applicable during each such Additional Extension Term shall be the same as set forth in the Lease.

3. Lease Provisions and Amendments.

Notwithstanding anything to the contrary contained in Section 8.11 of the Existing Lease with respect to the proposal of, and agreement by, the Parties on “Improvements”, the Parties agree that the provisions of Exhibit “A” attached hereto shall govern with respect Capital Works to be funded by Bond Proceeds (each as defined on Exhibit “A”).

4. Ground Lease and Master Development Planning.

(a) Each Party will use commercially reasonable efforts to negotiate and finalize a form of ground lease (the “Ground Lease”) by December 31, 2027, as such date may be extended by mutual agreement of the Parties (the “Trigger Date”), which would grant the Team (or an Affiliate of the Team) a ground leasehold interest in, and development rights for, all areas north of Lee Street currently owned by MSA on the Camden Yards Site, other than Lot A and the Stadium, as generally depicted in red on Exhibit “B” attached hereto (the “Proposed Ground Lease Property”). For the purposes herein, “Affiliate of the Team” means a corporation, limited liability company, partnership, joint venture, trust, or other entity of any kind of which a majority of the voting power of the voting equity securities or equity interests is owned, directly or indirectly (such majority voting power is referred to as “control”), by the Team (or the persons or entities which control the Team) for the purpose of developing the Proposed Ground Lease Property.

(b) In conjunction with finalization of the form of Ground Lease by the Parties, the Team and MSA will enter into a collaborative process whereby the Team shall design and develop a master development plan (the “Master Development Plan”) for the Proposed Ground Lease Property. During this collaborative process, the Team shall prepare iterations of its design and ideas for the Master Development Plan and submit them to MSA for review and comment. MSA shall provide its specific comments to the Team on each draft within thirty (30) days of receipt thereof, provided that MSA may extend such deadline with written notice to the Team. With the finalization of the Master Development Plan, the Parties acknowledge and agree that they may need to make additions to the form of Ground Lease (for example, inclusion of a legal description of the property to be subject to the Ground Lease). The finalized Ground Lease and Master Development Plan shall be submitted simultaneously for approval to the Maryland Board of Public Works (“BPW”) and other Governmental Entities.

(c) Each Party will use commercially reasonable efforts to negotiate and enter into a commercially reasonable access agreement within a reasonable period of time after the Effective Date, but no later than May 1, 2024, which access agreement will grant the Team a right to enter upon the Proposed Ground Lease Property for the purposes of performing due diligence activities and other studies in connection with the Ground Lease and the Master Development Plan.

(d) Each Party will use good faith efforts to finalize and execute the Ground Lease and obtain the required approvals from Governmental Entities of the Ground Lease and the Master Development Plan before the Trigger Date. In the event that the Ground Lease is not executed by the parties thereto, and approval of the Master Development Plan by all applicable Governmental Entities has not been obtained, by December 31, 2025, then the Team shall have the right to request that MSA meet with the Team at a mutually agreed date (which shall be no later than thirty (30) days after receipt of the Team’s request) to discuss and review in good faith the status of the Ground Lease and Master Development Plan approval process. At such meeting the Parties shall discuss the timing of the review and approval process and assess what additional steps or resources need to be provided or accomplished in order to execute the Ground Lease and/or obtain approval of the Master Development Plan, as applicable; provided that neither party shall be obligated to agree to modifying the Trigger Date or any other changes or modifications to the terms of this Agreement. For the purposes herein, “Governmental Entities” means any court or tribunal or administrative, governmental, quasi-governmental, or regulatory body, agency, commission, division, department, public body or other authority, or any political subdivision thereof.

(e) Notwithstanding anything to the contrary contained herein, in the period from the Effective Date to the Trigger Date (the “Development Approval Period”), the Parties may enter into discussions with respect to the possible transition under the Facility Use Agreement (as defined below).

(f) During the Development Approval Period, MSA agrees that, with respect to the Proposed Ground Lease Property, MSA will not (i) solicit, seek, negotiate, respond to or encourage submission of inquiries, proposals or offers from or have any substantive discussions with any other party relative to any potential disposition, sale, ground lease or sale and leaseback of all or any portion of the Proposed Ground Lease Property, or (ii) without obtaining the Team’s prior written consent, not to be unreasonably withheld, conditioned or delayed, (A) enter into any third party contracts affecting any of the Proposed Ground Lease Property on terms that are not commercially reasonable or are inconsistent with MSA’s past practices; (B) execute any easements, covenants, conditions, restrictions, rights-of-way or other encumbrances with respect to any of the Proposed Ground Lease Property that could be reasonably expected to have an adverse impact on the potential development thereof by the lessee under the Ground Lease, or (C) further mortgage or convey any of the Proposed Ground Lease Property; provided, however, that MSA may enter into space leases for the Proposed Ground Lease Property on commercially reasonable terms consistent with its past practices without consent, so long as MSA provides notice of such leases to the Team. Notwithstanding anything in this Agreement to the contrary, MSA shall take any steps necessary to secure financing for improvements and repairs at Camden Yards—including areas which may include the Proposed Ground Lease Property. However, MSA shall not pledge or secure any such financing by permitting the placement of a lien on or against the real property comprised of the Proposed Ground Lease Property.

5. Effect of Approvals; Facility Use Agreement. If, on or prior to the Trigger Date, (i) each of the Ground Lease and the Master Development Plan have received all required approvals from Governmental Entities and (ii) the parties to the Ground Lease have executed the Ground Lease, MSA and the Team will, subject to the prior receipt of all necessary approvals from the BPW and Major League Baseball, execute and deliver a Baseball Stadium Facility Use Agreement on the form attached hereto as Exhibit “C” (the “Facility Use Agreement”), to be effective as of a date elected by the Team that is within one year of the commencement date of the Ground Lease;

provided, the effective date of the Facility Use Agreement may not occur between March 1 and October 31 of any year. The “Term” of the Facility Use Agreement will be the remainder of the Base Extension Term at the time the Facility Use Agreement is executed. On the effective date of the Facility Use Agreement, the Lease will automatically terminate, except for those provisions of the Lease that by their terms expressly survive the expiration or earlier termination of the Lease.

6. Failure to Obtain Approvals.

(a) If, on or prior to the Trigger Date, (i) each of the Ground Lease and the Master Development Plan have not received all required approvals of Governmental Entities or

(ii) the parties to the Ground Lease have not entered into the Ground Lease, then within one (1) year after the Trigger Date (the “Election Period”), the Team may provide a notice to MSA (the “Election Notice”) in which the Team may elect to reduce the Base Extension Term of the Lease such that the Term will expire on December 31, 2038 (the Base Extension Term, as so reduced, the “Reduced Extension Term”). For clarity, the Reduced Extension Term shall not eliminate the Team’s rights to elect one or more Additional Extension Terms. Failure of the Team to deliver the Election Notice within the Election Period described herein shall be deemed to waive the right of the Team to deliver such Election Notice and the Base Extension Term shall remain unchanged.

(b) If the Team is entitled to deliver the Election Notice, the Team may instead deliver a notice to MSA (the “Alternate Election Notice”) within the Election Period in which the Team may elect for MSA and the Team to enter into the Facility Use Agreement for a “Term” (A) commencing as of the effective date of the Facility Use Agreement, which will be a date selected by the Team that is not less than thirty (30) days from the date of notice to MSA electing to enter into the Facility Use Agreement or more than one (1) year after the date of such notice; provided, the effective date of the Facility Use Agreement may not occur between March 1 and October 31 of any year, and (B) expiring on the expiration date of the Base Extension Term. Upon such election, the Parties shall make any necessary modifications to reflect the appropriate “Term” of the Facility Use Agreement and MSA and the Team will, subject to the prior receipt of all necessary approvals from the BPW and Major League Baseball, execute and deliver the Facility Use Agreement (as so modified) within ten (10) days of MSA’s receipt of such election and the Lease shall be deemed terminated as of the date of commencement of the Facility Use Agreement, except for those provisions of the Lease that by their terms expressly survive the expiration or earlier termination of the Lease. Failure of the Team to deliver the Alternate Election Notice within the Election Period shall be deemed to waive the Team’s right to deliver such notice and the Lease shall remain in full force and effect for the full Base Extension Term, unless the Team has timely delivered the Election Notice as provided in Section 6(a) above.

7. Ratification. MSA and the Team confirm that, in all other respects, the terms, covenants and conditions of the Existing Lease remain unchanged, unmodified and in full force and effect, except to the extent expressly modified by this Agreement.

8. General Provisions.

(a)…