August 2, 1999
The Honorable Mayor Norm Coleman
City of Saint Paul
390 City Hall
15 West Kellogg Boulevard
Saint Paul, MN 55102
Re: Minnesota Twins/City of St. Paul
Major League Baseball Park

Dear Mayor Coleman:

This Letter of Intent (the "Letter") summarizes our discussions regarding the Minnesota Twins (the "Twins") entering into a long term lease with the City of Saint Paul (the "City") for a new major league outdoor baseball park (the "Ballpark"). The proposed lease is subject to the terms and conditions described in this Letter, the negotiation and execution of a definitive lease agreement and other related agreements and the terms and conditions contained therein.

1. Ownership.

The owner of the land and the Ballpark will be the City of Saint Paul or the St. Paul Housing and Redevelopment Authority.

2. Tenant.

The Tenant will be the Minnesota Twins, a Minnesota general partnership, or its successor upon sale of the team as provided in subparagraph 14.a.

3. Term.

The term of the lease will be for thirty (30) years. The Twins and the City anticipate the completion of construction of the Ballpark and the commencement of the lease in the Spring, 2003.

4. Renewal Options.

The Twins will have two five-year options to renew the lease upon the same terms and conditions.

5. Location.

The location of the Ballpark will be at a site in the City of Saint Paul to be determined by mutual agreement.

6. Ballpark Design and Construction.

The design of the Ballpark will be an open air renaissance-style ballpark of a quality comparable to recently constructed ballparks. The Ballpark will consist of 38-40,000 seats, including approximately 65 luxury suites and approximately 4,000 club seats. The Twins will be responsible for designing and constructing the Ballpark pursuant to a guaranteed maximum price construction contract. The design of the Ballpark will include a collaborative conceptual design process with the City, which will consult with the St. Paul Riverfront Corporation and the City's Design Center. The Twins will also be guided by the 10 principles of the St. Paul on the Mississippi Development Framework.

7. Total Project Costs.

All costs and expenses for designing, constructing, furnishing and equipping the Ballpark will not exceed $277,000,000 (the "Ballpark Costs"). All costs and expenses reasonably necessary for use of the Ballpark as a major league baseball park, including, but not limited to, land acquisition, demolition and relocation, municipal infrastructure and services, and related improvements, will not exceed $48,000,000 (the "Land and Related Costs"). The Ballpark Costs and the Land and Related Costs will not exceed a total cost of $325,000,000 (the "Costs of Construction"). The definition of the Costs of Construction is the same as in the Supplemental Sales Tax ordinance to be voted upon in a referendum election by St. Paul voters in November, 1999. The Twins will pay all hard construction cost over-runs relating only to the Ballpark Costs which are under the control of the Twins. To the extent that the total Costs of Construction are less than $325,000,000, the Twins', City's and State's share of the principal portion of the debt service shall be reduced pro rata.

8. Financing the Costs of Construction.

The City and the State of Minnesota (the "State") will finance the Costs of Construction amortized over thirty (30) years. The Twins, the City and the State will be responsible for the payment of the debt service on the financing as follows:

a. The Twins contribution to the repayment of the financing will be annual payments totaling $8,500,000 commencing on the completion of the Ballpark and occupancy of the Ballpark.

b. The City's contribution to the repayment of the financing will be an amount not to exceed one-third of the Costs of Construction, and not to exceed in any year or in the aggregate the amount collected in the Supplemental Sales Tax, to be voted upon by St. Paul voters in a referendum election in November, 1999. Annual payments for the City shall be $8,500,000.

c. The State's contribution to the repayment of the financing will be the difference between the Costs of Construction and the combined contributions of the Twins and the City, as defined in paragraphs 8.a. and 8.b. The Twins and the City anticipate that the incremental tax benefits which the State derives as a result of the Twins' operations and presence in the State will be sufficient to pay the State's share of the debt service on the financing. To the extent such incremental tax benefits are not sufficient to cover the State's share of the principal portion of the debt service on such financing, the Twins will pay the additional rent as provided in the attached Exhibit A.

9. Ballpark Revenues.

The Twins will retain all revenues derived from the operation of the Ballpark, including naming rights, concessions, advertising and all baseball and non-baseball related revenues. The Twins will manage and operate the Ballpark for all events, including the selection of contractors for products and services at the Ballpark. As part of its management of the Ballpark, the Twins will designate 15 dates during the warm weather months of each year for public events to occur at the Ballpark for which the Twins will generate no profit, provided that such events will not conflict with normal Twins operations and other agreed upon scheduled events.

10. Management and Operating Expenses.

The Twins will be responsible for the management, operation and maintenance of the Ballpark. The Twins will be responsible for the routine repairs and maintenance of items that do not constitute capital expenditures. The Twins will fund a reserve for all capital repairs, replacements and improvements in the amount of $500,000 per year beginning in the third year of the lease. The reserve will be funded only from the Twins' operating cash flow after debt service. In any year in which the Twins are not able to fund the total amount of the reserve for such year, the amount that has not been paid will accumulate and be paid in the next succeeding year(s) when operating cash flow after debt service is available. The Twins will be responsible for all capital repairs, replacements, and improvements only to the extent of the monies in the reserve account.

The Twins will not be responsible for the prorata share of the management, operation and maintenance expenses for the days the Ballpark is used for public purposes or the direct expenses relating to such use. The prorata share of such costs and expenses and the direct expenses will be the responsibility of the party using the Ballpark for public purposes.

11. Parking.

The City will provide as part of the Costs of Construction, five hundred (500) on-site parking spaces (the "On-Site Parking"). The City will also make available to the Twins on event days (a) fifteen hundred (1,500) parking spaces on a priority basis on property adjacent to the Ballpark and (b) four thousand (4,000) additional parking spaces located within 2,500 feet from the Ballpark (collectively the "Off-Site Parking"). All revenue derived from the On-Site Parking shall accrue to the Twins. All parking revenue from the Off-Site Parking less an agreed upon amount sufficient to cover City operating expenses attributable to event parking shall accrue to the Twins.

12. No Relocation.

During the term of the lease the Twins will not move from the Ballpark. The lease will contain a specific performance clause and a provision requiring the Twins to pay liquidated damages to the City if the Twins move from the Ballpark during the term of the lease in an amount equal to one hundred fifty percent (150%) of the unpaid principal balance of any debt which financed the Costs of Construction.

13. Player Payroll Tax.

The Twins will not oppose or challenge the adoption by the City of St.Paul of a player payroll tax similar to that now existing in the City of Pittsburgh, Pennsylvania.

14. Conditions.

This Letter and the lease are subject to the following occurring on or before the dates indicated:

a. By October 1, 1999, the execution of a Letter of Intent with a new equity owner(s), acceptable to Major League Baseball and the Twins, for the sale of one hundred percent (100%) ownership interest in the Twins franchise. This sale shall be at a price and on terms to be determined solely by the Twins and must include a commitment by the new owner(s) to keep the Twins in Minnesota and to fund a competitive franchise. This sale shall close not later than July 1, 2000. This sale will be subject to the conditions set forth in subparagraphs "b" through "e" below.

b. By November 2, 1999, the successful adoption by the voters in St. Paul of the Supplemental Sales Tax ordinance to authorize the City's contribution to the construction of the Ballpark.

c. By November 15, 1999, the execution of a definitive agreement with the new equity owner(s) in accordance with the terms of the Letter of Intent described above.

d. By July 1, 2000, successful legislation adopted by the State authorizing the State's contribution to the construction of the Ballpark as provided in this Letter and, if necessary, authorizing the contribution by the City.

e. By July 1, 2000, the closing of the sale to the new equity owner(s) in accordance with the definitive agreement described above.

f. By August 1, 2000, the Twins will have commitments for at least 20,000 season tickets and at least eighty percent (80%) of the suites for an average term of 5 years.

g. By August 1, 2000, the City having entered in to a binding contract to acquire or having acquired all of the land necessary for the Ballpark, parking and related improvements, on terms consistent with this Letter and the lease.

h. By September 1, 2000, the Twins have received environmental reports on the land and accepted the environmental condition of the land.

i. By October 1, 2000, the Twins have obtained all regulatory approvals in order that it can commence construction of the Ballpark and related improvements without further governmental or regulatory action or approval.

j. By August 1, 2000, the execution by the City and the Twins of the definitive lease agreement and the related agreements and the approval of the lease agreement and related agreements by Major League Baseball ("MLB"). The parties acknowledge that approval by MLB shall be made by MLB in its sole discretion, taking into account such factors as it deems appropriate, including but not limited to the location and market for the Ballpark.

k. By September 1, 2000, all governmental action has been taken, governmental approval obtained, and contracts entered into which will contractually commit the issuance of the bonds or other debt necessary to finance the Costs of Construction, and the availability of the bond or other debt proceeds to pay the Costs of Construction without further governmental action, except review of construction draw requests to determine compliance with the project agreements.

l. In recognition of the City's and State's investments in the construction of the new Ballpark and the success of the Twins, the lease agreement between the City and the Twins shall include the establishment of a shared 33-1/3% ownership interest for the City and the State in the appreciation in value of the Twins at the time of any sale occurring during the term of the lease and any extensions thereof. "Appreciation in value" as used herein shall mean the amount by which the sale price for any interest exceeds the sum of:

1. The initial purchase price for the owner(s)' interest (which, at the beginning of the lease, shall be deemed to be, for each owner, the pro rata share of the purchase price established for the team value in the sale prescribed by paragraph 14.a. of this Letter); and

2. The owner(s)' pro rata share of Twins operating losses accruing after the sale prescribed by paragraph 14.a. of this Letter and during the period of the owner(s)' ownership; and

3. The owner(s)' pro rata share of capital investments in the Twins occurring after the sale prescribed by paragraph 14.a. of this Letter and during the period of the owner(s)' ownership; and

4. An annual compounded investment return on the owner(s)' initial purchase price, calculated each year at an interest rate of eight percent (8%).

At the conclusion of the lease, the City's ownership interest in the appreciation in value of the Twins shall be ascertained and fixed through a process of fair appraisal, and the City's interest shall be a charge against the subsequent sale of ownership interest(s) existing at that time.

15. Exclusivity.

From and after the date of the execution of this Letter on behalf of the City and so long as the conditions are satisfied as required in paragraph 14, the Twins will not locate or negotiate with others to locate the team to another ballpark location other than one in St. Paul, except as required by law.

16. Release of Liability Upon Sale.

Upon completion of a sale to a new equity owner(s), all of the officers, directors, shareholders, partners, employees and agents of the Twins and any entity holding an interest in the Twins or the Twins franchise, ownership of and liability for which is not transferred to the new equity owner(s), shall be fully and completely released from any and all obligations, liabilities and duties under this Letter and the agreements, ordinances and laws contemplated herein, without any further approval of or authorization by the City, the State or any other governmental or non-governmental body or entity or any other individual.

This Letter is not intended to be a lease or any evidence of a lease or binding obligation, except as provided in the last sentence of this paragraph. This Letter constitutes only a summary of the proposed transaction, does not contain all of the matters upon which agreement must be reached in the definitive lease agreement and related agreements, and any obligation to proceed with the proposed transaction will only result from the negotiation and execution of the definitive lease agreement and related agreements, in a form and substance acceptable to each party and containing the terms and conditions described in this Letter and such additional terms and conditions as may be mutually agreeable to the parties. This Letter and all understandings contained herein, particularly those pertaining to financial responsibility for Ballpark construction, are premised upon the tax laws and ordinances of the State and City as of July, 1999, together with such changes to those laws specifically referenced herein. Any changes in the tax laws or ordinances not referenced herein, including but not limited to the adoption of new fees or taxes for tickets or other incidents of Ballpark usage authorize the parties to modify by mutual consent or withdraw from the Letter. Any changes to laws or ordinances specifically referenced herein which are made in a manner different than provided in this Letter shall also authorize the parties to modify by mutual consent or withdraw from the Letter. The parties agree, however, that the rights and obligations contained in paragraphs 15 and 16 shall be binding and enforceable in accordance with their terms.

Please indicate the City's agreement to the terms hereof by signing this Letter in the space provided below and returning the signed Letter to me.

We look forward to working with you to achieve our common goal of constructing the Ballpark in Saint Paul and keeping the Minnesota Twins and Major League Baseball in Minnesota.

Sincerely,

MINNESOTA TWINS, a Minnesota Partnership

By: T. Geron Bell

Its President

Exhibit A