I SIDE LETTERS

July 11, 1996

Mr. Alex English
Acting Executive Director
National Basketball Players Association
1775 Broadway, Room 2401
New York, New York 10019

Dear Alex:

This will confirm our agreement that a team’s termination of a Uniform Player Contract by reason of the player’s “lack of skill” (under paragraph 16(a)(ii) of the UPC) shall be interpreted to include a termination based on the team’s determination that, in view of the player’s level of skill (in the sole opinion of the Team), the salary paid (or to be paid) to the player is no longer commensurate with the team’s financial plans or needs. This agreement shall not affect any post-termination obligation to pay salary that may result from salary protection provisions included in a Uniform Player Contract.

If the foregoing coincides with your understanding of our agreement, please sign this letter in the space provided below.

Sincerely,
/s/ David J. Stern
David J. Stern

AGREED TO AND ACCEPTED:

NATIONAL BASKETBALL PLAYERS ASSOCIATION

By: /s/ Alex English
Alex English, Acting Executive Director

July 11, 1996

Mr. Alex English
Acting Executive Director
National Basketball Players Association
1775 Broadway, Room 2401
New York, New York 10019

Dear Alex:

This will confirm our agreement that the NBA and the Players Association will use their respective best efforts to negotiate and conclude a new NBA/NBPA Anti-Drug Agreement prior to the start of the 1997-98 NBA Season.

From this date until the conclusion of the new NBA/NBPA Anti-Drug Agreement, referred to above, the parties agree to be bound by the, terms of the NBA/NBPA Anti-Drug Agreement contained in the 1988 Collective Bargaining Agreement and all side letters relevant thereto, including the side letters dated June 2, 1989; October 5, 1989; February 26, 1990; and September 4, 1991.

If the foregoing coincides with your understanding of our agreement, please sign this letter in the space provided below.

Sincerely,
/s/ David J. Stern
David J. Stern

AGREED TO AND ACCEPTED:

NATIONAL BASKETBALL PLAYERS ASSOCIATION

By: /s/ Alex English
Alex English, Acting Executive Director

July 11, 1996

Mr. Alex English
Acting Executive Director
National Basketball Players Association
1775 Broadway, Room 2401
New York, New York 10019

Dear Alex:

This will confirm our agreement that the three-year waiting period set forth in Article VII, Section 7(c)(2) of the Collective Bargaining Agreement (“Agreement”) shall not apply to any Renegotiation executed prior to the effective date of the Agreement that involved an increase in performance bonuses of more than 10% but did not increase the player’s Salary for the then-current Season.

If the foregoing coincides with your understanding of our agreement, please sign this letter in the space provided below.

Sincerely,
/s/ David J. Stern
David J. Stern

AGREED TO AND ACCEPTED:

NATIONAL BASKETBALL PLAYERS ASSOCIATION

By: /s/ Alex English
Alex English, Acting Executive Director

July 11, 1996

Mr. Alex English
Acting Executive Director
National Basketball Players Association
1775 Broadway
Suite 2401
New York, New York 10019

Dear Alex:

This will confirm our agreement that representatives of the Players Association will meet with representatives of the NBA within the next ninety (90) days for the purpose of agreeing upon appropriate circumstances under which, pursuant to Article 35(c) of the NBA Constitution, a player may be fined for making statements prejudicial or detrimental to the best interests of basketball, the NBA or an NBA Team.

If the foregoing coincides with your understanding of our agreement, please sign this letter in the space provided below.

Sincerely,
/s/ David J. Stern
David J. Stern

AGREED TO AND ACCEPTED:

NATIONAL BASKETBALL PLAYERS ASSOCIATION

By: /s/ Alex English
Alex English, Acting Executive Director

July 11, 1996

Mr. Alex English
Acting Executive Director
National Basketball Players Association
1775 Broadway, Room 2401
New York, New York 10019

Dear Alex:

This will confirm our agreement that, notwithstanding the provisions of Article IV, Section l(a)(l) of the Collective Bargaining Agreement made as of September 18, 1995 and entered into on July 11, 1996 (the “CBA”), providing for the amendment in certain respects of the National Basketball Association Players’ Pension Plan (the “Plan”) beginning with the 1996-97 Season, the NBA shall have the right, in its sole and absolute discretion, either (a) to proceed with the amendment of the Plan in the manner described in Article IV, Section 1(a)( 1)(iii) of the CBA (the “Pre- 1965 Amendment”) but to defer the adoption of such amendment until no later than July 10, 1998, or (b) not to proceed at all with the Pre-1965 Amendment.

In the event the NBA elects to proceed with the Pre-1965 Amendment but to defer the adoption of such amendment as provided for above, the Pre-1965 Amendment when made shall be retroactive to the beginning of the 1996-97 season.

In the event the NBA elects not to proceed at all with the Pre-1965 Amendment, it shall provide new or enhanced benefits to NBA players (additional to those provided for by Article IV of the CBA) at an annual cost (as determined on an after-tax basis) to the NBA and/or NBA teams equal to the annual cost the NBA and/or NBA teams would have incurred had the NBA proceeded to make the Pre-1965 Amendment to the Plan commencing as of September 1, 1996. The NBA and the Players Association shall agree upon the type( s) of new or enhanced benefits to be provided.

Mr. Alex English July 11, 1996 Page 2

If the foregoing coincides with your understanding of our agreement, please sign this letter in the space provided below.

Sincerely,
/s/ David J. Stern
David J. Stern

AGREED TO AND ACCEPTED:

NATIONAL BASKETBALL PLAYERS ASSOCIATION

By: /s/ Alex English
Alex English, Acting Executive Director

July 11, 1996

Mr. Alex English
Acting Executive Director
National Basketball Players Association
1775 Broadway, Room 2401
New York, New York 10019

Dear Alex:

This will confirm our agreement that (i) the attached accounting procedures are the procedures currently in effect for purposes of Article VII, Section 8 of the Collective Bargaining Agreement made as of September 18, 1995 and entered into on July 11, 1996, and (ii) such procedures shall be modified by agreement of the parties as soon as practicable.

If the foregoing coincides with your understanding of our agreement, please sign this letter in the space provided below.

Sincerely,
/s/ David J. Stern
David J. Stern

AGREED TO AND ACCEPTED:

NATIONAL BASKETBALL PLAYERS ASSOCIATION

By: /s/ Alex English
Alex English, Acting Executive Director

Minimum Procedures To Be Provided By The Accountants

General

  • The Audit Report must be prepared in accordance with the terms of the Collective Bargaining Agreement (“CBA”), which should be reviewed and understood by all auditors.
  • The Basketball Related Income Reporting Package and instructions should be reviewed and understood by all auditors.
  • All audit workpapers should be made available for review by representatives of the NBA and Players Association prior to issuance of the report.
  • A summary of all audit findings (including any unusual or non-recurring transactions) and proposed adjustments must be jointly reviewed with representatives of the NBA and Players Association prior to issuance of the report.
  • Any problems or questions raised during the audit should be resolved jointly with representatives of the NBA and Players Association.
  • All estimates should be reviewed in accordance with the CBA. Estimates are to be reviewed based upon the previous year’s actual results and current year activity. All estimates should be confIrmed with third parties when possible.
  • Revenue and expense amounts that have been estimated should be reconfirmed with the controller or other team representatives prior to the issuance of the report on August 15.
  • Where possible, team and NBA revenues and expenses should be reconciled to audited financial statements.
  • Auditors should be aware of revenues excluded from BRI. All revenues excluded by the Teams or the NBA should be reviewed to determine proper exclusion. Auditor should perform a review for revenues improperly excluded from, or included in, BRI.

Team Salaries

  • Trace amounts to the team’s general ledger or other supporting documentation for agreement.
  • Foot all schedules and perform other clerical tests.
  • Examine the applicable player contracts for all players listed, noting agreement of all salary amounts for each player, in accordance with the definition of Salary in the CBA.
  • Compare player names with all player lists for the season in question.
  • Discuss method used to value non-cash compensation with the controller or other representative of each team and conclude as to its reasonableness.
  • Examine trade arrangements to verify that each team has properly recorded its pro rata portion of the players’ entire salary based upon roster days, and that any bonuses or salary increases payable to players have been properly accounted for.
  • Inquire of controller or other representative of each team if any additional compensation was paid to players and not included on the schedule, whether or not paid for basketball services. Also inquire if any business arrangements entered into by the team or team affiliate with players of their affiliates, including with retired players who played for the team within the past five (5) years.
  • Review performance bonuses to determine whether such bonuses were actually earned for such season.
  • Review signing bonuses to determine if they have been allocated over the guaranteed years of the contract.
  • Confirm that, where provided in the CBA, certain contracts have been averaged either upon signing of the contract or upon assignment of the contract.

Benefits

  • Trace amounts to the team’s general ledger or other supporting documentation for agreement.
  • Foot all schedules and perform other clerical tests.
  • Investigate variations in amounts from the prior year through discussion with the Controller or other representative of the team.
  • Review each team’s insurance expenses for premium credits (refunds) received from Planet Insurance Ltd. (owned by Teams) and Prudential Insurance (amounts can be obtained from League Office).
  • Review League Office supporting documentation as to the following expenses:
    • Players Pension (including “Pre 65” palyers)
    • Severance
    • Disability Insurance
    • HIV/ AIDS Programs
    • High School Basketball Camp
    • Playoff Pool
    • Joint Labor Management Committee

Basketball Related Income - Schedule 3

  • Trace amounts to team’s general ledger or other supporting documentation for agreement.
  • Foot all schedules and perform other clerical tests.
  • Trace gate receipts to general ledger and test supporting documentation where appropriate.
  • Gate receipts should be reviewed and reconciled to League Office gate receipts summary.
  • Verify amounts reported as luxury suite revenues with supporting documentation from the entity that sold, leased or licensed such luxury suites.
  • Verify amounts reported as complimentary tickets and tickets traded for goods or services with supporting documentation from the team.
  • Trace amounts reported for novelties and concessions, game parking, game programs, Team sponsorships and promotions, arena signage and arena club sales to general ledgers and test supporting documentation where appropriate.
  • Where reported amounts include proceeds received by an entity related to an NBA Team, verify the amounts reported with supporting documentation from the related entity.
  • Examine the National Television and Cable contracts at the League Office, and agree to amounts reported.
  • Review, at League Office, expenses deducted from the National contracts in accordance with the terms of the CBA. Review supporting documentation and test where applicable.
  • Examine local television, local cable and local radio contracts.
  • Verify to amounts reported by teams.
  • When local broadcast revenues are not verifiable by reviewing a contract, detailed supporting documentation should be reviewed and tested.
  • All loans, advances, bonuses, etc. received by the League Office or its teams should be noted in the report and included in BRI where appropriate.
  • Schedules of international broadcast, market extension, copyright royalty revenues and expenses should be obtained from the NBA. Schedules should be verified by agreeing to general ledgers and examining supporting documentation where applicable.
  • Schedules of revenues and expenses reported by Properties for sponsorship, NBA related revenues from NBA Entertainment, and NBA Special Events should be obtained from the NBA. Schedules should be verified by agreeing to general ledgers and examining supporting documentation where applicable.
  • Net exhibition revenues and expenses should be verified to supporting documentation where appropriate.
  • All amounts of other revenues should be reviewed for proper inclusion/exclusion in BRI. Test appropriateness of balances where appropriate.
  • Determine the ratio of expenses to revenues for those categories of proceeds that come within the provisions of Article VII, Part A, Section 1(a)(3) of the CBA and determine the extent to which expenses should be disallowed, if at all, pursuant to the provisions of that Section.

Playoff Revenues - Schedule 4

  • All sources of playoff revenues and expenses should be verified per the procedure outlined for Basketball Related Income.
  • Because of the late timing of the Playoffs, special attention should be given to revenue and expenses estimates.
  • Playoff gate receipts should be recorded net of admission taxes. Payments made to the Playoff Pool should not be deducted. Odd game payments should not be either deducted by the paying team or recorded by the receiving team.
  • Other playoff expenses should be reviewed in accordance with the terms of the CBA.
  • Team expenses paid by the League Playoff Pool, including travel expenses, should not be deducted by teams.
  • Review League Office supporting documentation as to expenses deducted from the Playoff Pool.

Ouestions concerning Related Entity Transactions

  • Review with controller or other representatives of the team the answers to all questions on this schedule.
  • Review that appropriate details are provided where requested.
  • Prepare summary of all changes.

List of Related Entities

  • Review with controller or other representatives of the team all information included on the schedule of related entities.
  • Prepare a summary of any changes, corrections or additions to the schedule.
  • Review supporting details of any changes.

July 11, 1996

Mr. Alex English
Acting Executive Director
National Basketball Players Association
1775 Broadway, Room 2401
New York, New York 10019

Dear Alex:

This will confirm our agreement that, notwithstanding the terms set forth therein, (i) any Required Tender previously made by an NBA team to a player selected in the first round of the June 1996 Draft shall be deemed to remain open until the first day of the 1996-97 NBA regular season, and (ii) any Required Tender previously made to a player selected in the second round of the June 1996 Draft shall be deemed to remain open until September 5, 1996.

If the foregoing coincides with your understanding of our agreement, please sign this letter in the space provided below.

Sincerely,
/s/ David J. Stern
David J. Stern

AGREED TO AND ACCEPTED:

NATIONAL BASKETBALL PLAYERS ASSOCIATION

By: /s/ Alex English
Alex English, Acting Executive Director