exv10w1



 






Exhibit 10.1




SPONSORSHIP AGREEMENT




     THIS
SPONSORSHIP AGREEMENT (the “Agreement”) made as of this
14th day of March, 2005 (the
“Effective Date”), by and between ADVANTENNIS CORP., a Delaware corporation (“ADVANTENNIS”) and
WORLD TEAMTENNIS FRANCHISE, INC., an Illinois corporation (“WTTF”):



WITNESSETH:




     WHEREAS, WTTF operates the World TeamTennis Professional League (the “Professional League”)
and the World TeamTennis Recreational League (the “Recreational League”) and conducts an annual
charity event known as “All-Star Smash Hits”; and



     WHEREAS, ADVANTENNIS, a wholly owned subsidiary of Advanta Corp. (“Advanta”), desires to enter
into an agreement with WTTF with respect to sponsorship of the Professional League, Recreational
League and All-Star Smash Hits and to obtain other benefits on the terms and conditions set forth
in this Agreement; and



     NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, and for good and
valuable consideration, the receipt of which is hereby acknowledged, agree as follows:



     1. Term and Termination.



     (a) The term of this Agreement will commence upon the Effective Date and, unless earlier
terminated in accordance with this Agreement, will conclude December 31, 2014 (the “Term”). The
period beginning on December 31, 2005 (or such earlier date (which date shall not be earlier than
thirty (30) days after the 2005 Professional League championship match) as may be mutually agreed
upon by ADVANTENNIS and WTTF) through December 31, 2008 (or as extended in accordance with this
Section) will be the “Title Sponsor Term”. ADVANTENNIS has the option to extend the Title Sponsor
Term for two (2) years by delivery to WTTF of written notice of ADVANTENNIS’ exercise of such
option on or before August 1, 2007.



     (b) ADVANTENNIS shall have the right to terminate this Agreement if, during the Term, the
stature of the Professional League has diminished such that there are less than six (6) teams in
the Professional League. ADVANTENNIS shall give sixty (60) days prior written notice of such
election to terminate. Either party may terminate this Agreement upon thirty (30) days written
notice in the event that the other party (i) breaches its obligations under this Agreement and such
breach is not cured (if reasonably capable of being cured) within thirty (30) days of receipt of
written notice of the breach; (ii) files a petition for bankruptcy or reorganization, or such
petition is filed against it; or (iii) becomes insolvent or makes an assignment for the benefit of
creditors.



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     2. Grant of Title Sponsorship Rights.



     (a) Subject to the other terms and conditions of this Agreement, WTTF acknowledges and agrees
that, from the Effective Date through the commencement date of the Title Sponsor Term, ADVANTENNIS
will be the exclusive Presenting Sponsor of the Professional League, the Recreational League and,
if held, each All-Star Smash Hits event. As such, ADVANTENNIS shall be entitled to have its
Presenting Sponsor Logo in the form attached hereto as Exhibit A-2 on promotional materials
larger in size than the logos of other sponsors. Subject to the other terms and conditions of this
Agreement, WTTF acknowledges and agrees that, during the Title Sponsor Term, ADVANTENNIS will be
the exclusive Title Sponsor of the Professional League, the Recreational League and, if held, each
All-Star Smash Hits event. As such, ADVANTENNIS shall be entitled to the benefits specified in
Exhibit A-1 regarding use of its name and a title sponsor logo in the form mutually agreed
upon by ADVANTENNIS and WTTF (the “Title Sponsor Logo”).



     (b) Subject to the other terms and conditions of this Agreement, from and after the Effective
Date through the end of the Title Sponsor Term, WTTF agrees to provide to ADVANTENNIS the other
rights and benefits set forth on Exhibit A-1 attached hereto and incorporated by this
reference, and Advanta and WTTF shall promote the Advanta credit card as the official business
credit card of the WTTF. ADVANTENNIS may use such sponsorship rights in connection with the
advertising and promotion of Advanta and/or its affiliates’ issuance of business credit cards,
among other things, subject always to the other terms and conditions of this Agreement. All rights
not specifically granted to ADVANTENNIS will be and remain the property of WTTF to be used in any
manner that WTTF deems appropriate.



     (c) WTTF agrees that, from the Effective Date through the end of the Title Sponsor Term of
this Agreement (including any extension of such Title Sponsor Term), it will not grant any
sponsorship rights at any level for the Professional League, the Recreational League, an individual
team and, if held, each All-Star Smash Hits event to any bank, financial services company or issuer
of credit cards which allow such bank, financial services company or issuer of credit cards to use
such sponsorship rights to promote credit cards or which contain the name of the financial services
company alone without reference to the financial services company’s products, which shall be other
than credit card products (for example: “Money Company Mortgages” would be permissible; “Money
Company” would not be permissible). Notwithstanding the preceding sentence, WTTF may grant
sponsorship rights for individual teams to regional banks. The limitations in this subsection c
shall not apply to the arrangements specified on Exhibit C attached hereto and incorporated
by this reference and such existing arrangements are exempt from any limitations imposed by this
Section.



     (d) For the balance of the Term after the expiration of the Title Sponsor Term (the
“Remainder Term”) Advanta shall have (i) the sponsorship rights listed on Exhibit B-1
attached hereto, and (ii) the right to the promotion of the Advanta credit card as the official
business credit card of the Professional League, the Recreational League and, if held, each
All-Star Smash Hits event; provided however, if, after using reasonable business efforts to seek
sponsors other than financial service company or bank sponsors and maintain Advanta’s ability to
promote the Advanta credit card as the official business credit card , WTTF determines in its sole
discretion that such promotion conflicts with any other financial services company or bank
sponsorship arrangements, WTTF may terminate such right to promotion of the Advanta business credit
card as the official business credit card of the WTTF and substitute additional ticket and
hospitality benefits of equal value in lieu thereof, as set forth in Exhibit B-2 attached hereto or
as otherwise mutually agreed to by the parties.



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     3. Agreements of ADVANTENNIS. In consideration of the grant of such promotional
rights and the receipt of such benefits:



     (a) ADVANTENNIS agrees to remit to WTTF fees (the “Fees”) in the aggregate amount of
$8,000,000 over four (4) years as follows: 2005, $1,000,000; 2006, $1,000,000; 2007, $3,000,000;
and 2008, $3,000,000. WTTF acknowledges that, with respect to the Fees payable in 2005,
ADVANTENNIS requires that all of the Fees shall be used to procure improved television exposure and
reach and otherwise to increase the visibility and profile of the Professional League in a manner
reasonably determined by WTTF. WTTF acknowledges that, with respect to the Fees payable in 2006,
ADVANTENNIS requires that not less than fifty (50%) of the Fees shall be used to procure improved
television exposure and reach and otherwise increase the visibility and profile of the Professional
League in a manner reasonably determined by WTTF. WTTF acknowledges that, with respect to the Fees
payable in 2007 and 2008, ADVANTENNIS requires that not less than fifty (50%) of the Fees shall be
used to market and upgrade the Professional League and the remaining fifty (50%) of the Fees shall
be used for the development and organization of special events, including without limitation
All-Star Smash Hits events, for the Professional League championship match (WTT Finals), for the
WTT Recreational League and Junior Program and to procure appearances by Billie Jean King and/or
other celebrities to promote such events and programs. Advanta shall have the right to review the
promotional plans set forth above and provide input to the WTTF in connection with such plans to
the extent they involve promotional content of Advanta or coordination of the timing of events that
may impact the schedule of ADVANTENNIS participants. In the event that ADVANTENNIS elects to extend
the Title Sponsor Term of this Agreement, the Fees for each year during the extension shall be an
amount to be agreed upon by the parties but in no event less than $3,360,000 per year.



     The parties acknowledge that (i) $2,400,000.00 of the Fees is attributable to the sponsorship
rights (as set forth in Exhibit B-1) that ADVANTENNIS is entitled to during the balance of
the Term after the Title Sponsor Term (ii) $1,200,000.00 of the Fees is attributable to the right,
during the entire Term, to promote the Advanta credit card as the official business card of the
Professional League and (iii) the balance of the Fees is attributable to the rights and benefits
ADVANTENNIS receives as the Title Sponsor during the Title Sponsor Term.



     (b) The 2005 Fee shall be payable as follows:




	 	•  	$500,000 payable upon signing of this Agreement;
	 
	 	•  	$500,000 payable on July 1, 2005.





     Fees for the remainder of the Title Sponsor Term will be payable in two equal installments due
January 1 and July 1 of each year during the Title Sponsor Term for the amounts specified in
subsection (a) above, as it may be extended.



     (c) ADVANTENNIS, in its discretion, may pay for and provide racquets for giveaway to
individual teams during the Title Sponsor Term, or pay for another mutually agreed upon program in
an amount determined by ADVANTENNIS.



     (d) WTTF will provide ADVANTENNIS with a list of names from its database and ADVANTENNIS will
do a merge/purge of the WTTF list against ADVANTENNIS’s list of tennis



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related contacts and provide one list back to WTTF. At ADVANTENNIS’ discretion, ADVANTENNIS
may include WTTF promotional materials provided by WTTF in mailings to customers of ADVANTENNIS
and/or its affiliates. ADVANTENNIS will have the final approval of the content provided by WTTF
for any such mailings.




     (e) Payment is to be made by corporate check or cashier’s check drawn to the order of “WORLD
TEAMTENNIS FRANCHISE, INC.” and sent to WTTF at 1776 Broadway, Suite 600, New York, NY 10019 or by
wire transfer as follows:




Fifth Third Bank, Cincinnati, OH

ABA # 042000314

Account Name: World TeamTennis Franchise, Inc.

Account number: 7512091054



     (f) ADVANTENNIS shall not be required to make any contribution or other payment to WTTF other
than the fee provided for in this Section 3 unless otherwise specifically provided herein.



     4. Organizational Services. WTTF will provide the services customarily performed by a
professional producer and organizer of tennis events and other services as are reasonably requested
by ADVANTENNIS and agreed to by WTTF in advance in connection with Professional League and
Recreational League events. WTTF will exercise its best efforts to assist ADVANTENNIS and its
affiliates to obtain maximum advantage from the sponsorship rights hereunder.



     5. Trademarks/Approval of Advertising. (a) WTTF recognizes and acknowledges that the
Advanta name and the designs, emblems, slogans, logos and insignia of Advanta, or other affiliates
of Advanta and the good will associated therewith (collectively “Advanta Rights”), have great value
and are the sole property of Advanta or other affiliates of Advanta, and WTTF agrees that it has
and will claim no right, title or interest in the same or the use thereof except the limited right
to use pursuant to the terms and subject to the conditions of this Agreement. WTTF will make no
use of any Advanta Rights pursuant to this Agreement without receiving prior approval of such usage
from ADVANTENNIS after submission of the proposed usage by WTTF to Advanta reasonably in advance
(but in no event less than 10 days in advance) of the date by which WTTF wants the approval of
ADVANTENNIS.



     (b) WTTF grants ADVANTENNIS and Advanta the limited right to use trademarks, trade names,
service marks, or logos owned by it in connection with the promotion of the Team and the Events and
ADVANTENNIS’s role as an Title Sponsor.



     (c) Neither party has an interest in or right to the use of the other party’s names, marks, or
logos except for the limited right of usage which each grants the other in this Agreement and each
such grant is expressly limited to activities, promotions or advertising reasonably incidental
thereto. It is mutually understood that improper use of trademarks by the other party may cause
immediate and irreparable harm and will entitle the non-defaulting party to seek injunctive relief
without the necessity of posting a bond or other security.



     (d) Any advertising or other material prepared by one party which contains the other party’s
name or logo or which otherwise utilizes any trademark, trade name, service mark or logo owned by
the other party will be provided to the other in advance of publication for its review. All such
materials must



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receive the written approval of the other party prior to any publication of it, such approval
not to be unreasonably withheld or delayed.




     6. Indemnity. (a) ADVANTENNIS agrees to indemnify, defend and hold WTTF, its parent,
its subsidiaries and the affiliates of each such entity, harmless from and against any and all
expenses, damages, claims, suits, losses, actions, judgments, liabilities and costs whatsoever
initiated by a third party (including attorney fees) (hereinafter referred to as “Claims”) arising
out of: (a) ADVANTENNIS’s breach, misrepresentation or non-performance under this Agreement or
ADVANTENNIS’s or ADVANTENNIS’s agents’ negligence or willful misconduct; (b) ADVANTENNIS’s
representations regarding its products or services or the distribution or use of ADVANTENNIS’s
products or services; (c) WTTF’s use (in conformance with the terms of this Agreement) of
ADVANTENNIS’s trade names, service marks or logos; (d) any advertising or promotional material
furnished by or on behalf of ADVANTENNIS; or (e) ADVANTENNIS’s failure to comply with any third
party obligations or any applicable local, state, federal or site laws, rules or regulations
regarding any and all promotions or activities it conducts in connection with this Agreement.



     (b) WTTF agrees to indemnify, defend and hold ADVANTENNIS, its parent, its subsidiaries and
the affiliates of each such entity, harmless from and against any and all Claims initiated by a
third party arising out of: (a) WTTF’s breach, misrepresentation or non-performance under this
Agreement or WTTF’s or WTTF’s agents’ negligence or willful misconduct; (b) ADVANTENNIS’s use (in
conformance with the terms of this Agreement) of WTTF’s trade names, service marks or logos; (c)
any advertising or promotional material furnished by or on behalf of WTTF; or (d) WTTF’s failure to
comply with any third party obligations or any applicable local, state, federal or site laws, rules
or regulations regarding any and all promotions or activities it conducts in connection with this
Agreement.



     (c) The provisions of this paragraph will survive the expiration of the Term or the earlier
termination of this Agreement.



     7. Force Majeure. In the event inclement weather, or other force majeure outside the
reasonable control of WTTF forces WTTF to conduct any activities contemplated in this Agreement at
another time during the year or to cancel such activities, such a failure to hold such activities
on its originally scheduled date or at all will not be treated as a breach of this Agreement.



     8. Severability. If any court of competent jurisdiction finds any provision of this
Agreement to be unenforceable or invalid, then such provision will be ineffective to the extent of
the court’s finding without affecting the enforceability or validity of this Agreement’s remaining
provisions.



     9. Independent Contractor. WTTF is and will at all times remain an independent
contractor. Nothing herein contained will be construed to create an association, partnership,
joint venture, relation of principal and agent or employer and employee between ADVANTENNIS and
WTTF or its agents within the meaning of any federal, state or local law. Neither party has the
right or authority to enter into any contract, commitment or agreement, or incur any debt or
liability, in the name of, or on behalf of, the other party.



     10. Third-Party Beneficiaries. WTTF and ADVANTENNIS acknowledge and agree that this
Agreement is intended to benefit Advanta and affiliates of Advanta and they are deemed to be
third-party beneficiaries of this Agreement. Any and all rights conferred upon ADVANTENNIS or
Advanta herein may, at the election of Advanta, be conferred instead upon affiliates or designees
of Advanta.



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     11. Notices. All notices, requests, demands and other communications required or
permitted under this Agreement will be in writing and will be deemed to have been duly given, made
and received only (a) when personally served, or (b) on the date specified for delivery when
deposited with an overnight courier service such as Federal Express for delivery to the intended
addressee, or (c) when telecopied with answer back receipt and hard copy sent in the manner set
forth above, addressed as set forth below:



	 	 	 
	If to WTTF:

	 	World TEAMTENNIS Franchise, Inc.
	

	 	1776 Broadway, Suite 600
	

	 	New York, NY 10019
	

	 	Attn.: Ilana Kloss
	

	 	Telephone: (212) 586-3444/Facsimile: (212) 586-6277
	 
	 	 
	If to ADVANTENNIS:

	 	ADVANTENNIS CORP.
	

	 	Welsh & McKean Roads
	

	 	P.O. Box 844
	

	 	Spring House, Pennsylvania 19477
	

	 	Attn.: Dennis Alter
	

	 	Telephone: 215-444-5388/Facsimile: 215-444-5075
	 
	 	 
	with a copy to:

	 	ADVANTENNIS CORP.
	

	 	Welsh & McKean Roads
	

	 	P.O. Box 844
	

	 	Spring House, Pennsylvania 19477
	

	 	Attn.: Laura Sorscher
	

	 	Telephone: 215-444-5053/Facsimile: 215-444-5026






     12. Waiver. The failure of either party at any time or times to demand strict
performance by the other of any of the terms, covenants or conditions set forth herein will not be
construed as a continuing waiver or relinquishment thereof and each may at any time demand strict
and complete performance by the other of said terms, covenants and conditions.



     13. Assignment. Except as provided in Section 10, neither ADVANTENNIS nor WTTF will
have the right to assign this Agreement to any third party without the prior written consent of the
other party, which consent may be withheld for any reason whatsoever. ADVANTENNIS shall have the
right to assign this Agreement to a parent, subsidiary or affiliate without such prior written
consent.



     14. Approvals. ADVANTENNIS and WTTF each agree that no approvals hereunder will be
unreasonably withheld or delayed and that if there is a withholding the requesting party will be
advised of the specific grounds therefor.



     15. Governing Law. This Agreement will be governed and construed according to the
laws of the State of Delaware.



     16. Insurance. The WTTF shall provide ADVANTENNIS with original certificates of insurance
evidencing coverage for (a) comprehensive general liability, including spectator, advertiser, host
liquor and contractual liability, with limits of no less than $1,000,000 per occurrence and
$2,000,000 per



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aggregate combined single limit for person injury and property damage; (b) comprehensive
automobile liability, including all owned, non-owned and hired vehicles with limits of no less than
$1,000,000 combined single limit; (c) statutory workers compensation coverage meeting all state and
local requirements; and (d) employer liability with limits of no less than $500,000. The insurance
certificates required by (a) and (b) above shall name ADVANTENNIS and Advanta as additional
insureds and shall state that the insurance carrier will provide at least thirty (30) days advance
written notice of cancellation or modification of the insurance




     17. Significance of Headings. Section headings contained herein are solely for the
purpose of aiding in speedy location of subject matter and are not in any sense to be given weight
in the construction of this Agreement. Accordingly, in case of any question with respect to the
construction of this Agreement, it is to be construed as though such section heading had been
omitted.



     18. Entire Agreement. This writing constitutes the entire agreement between the
parties hereto and may not be changed or modified except by a writing signed by the party or
parties to be charged thereby.



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first
above written.



	 	 	 	 	 	 	 
	ADVANTENNIS CORP.	 	WORLD TEAMTENNIS FRANCHISE, INC.
	 
	 	 	 	 	 	 
	By:

	 	          /s/
Dennis Alter
	 	By:
	 	          /s/
Ilana Kloss
	

	 	 
	 	 	 	 
	

	 	Name:
	 	 	 	Name: Ilana Kloss
	

	 	Title:
	 	 	 	Title: CEO






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EXHIBIT A-1




BENEFITS




Rights and Benefits to the Professional League Matches other than the WTT Finals:





	•  	Opportunity for the name “Advanta” to be incorporated into the
title name of the Professional League as “Advanta TeamTennis”
during the Title Sponsor Term. ADVANTENNIS acknowledges and
agrees that the Professional League name and logo may appear and
be used separately from “Advanta TeamTennis” in situations as may
be mutually agreed (which approval or disapproval from ADVANTENNIS
shall occur within ten (10) business days from request by WTTF)
between ADVANTENNIS and WTTF (including, by way of example,
correspondence and other corporate or legal matters unrelated to
the professional league, as a property symbol on positions which
are not conducive to the full “Advanta TeamTennis” title
sponsorship logo, or other uses proposed by WTTF), and that
ADVANTENNIS has no right in or to the Professional League name or
trademarks. ADVANTENNIS and WTTF shall work cooperatively to
develop additional opportunities for primary and significant
exposure of the name “Advanta TeamTennis” in print and other
media.
	 
	•  	The name “Advanta TeamTennis” and the Title Sponsorship Logo shall
be included in all newly created print advertising and press
releases and on the cover of all programs produced and
disseminated by WTTF in connection with the Professional League
during the Title Sponsor Term.
	 
	•  	The name “Advanta TeamTennis” and the Title Sponsorship Logo shall
be included on the front cover of all newly created general
promotional printed materials such as rules guide, media guide and
brochures produced and disseminated by WTTF in connection with the
Professional League during the Title Sponsor Term.
	 
	•  	WTTF shall provide space for ADVANTENNIS to place three (3)
full-page four-color advertisements in each issue of the
Supertiebreaker program produced and disseminated by WTTF in
connection with the Professional League from the Effective Date of
this Agreement through the end of the Title Sponsor Term.
ADVANTENNIS agrees to provide camera-ready and/or electronic
artwork in advance of publication dates specified by WTTF. WTTF
shall have the right to edit and approve each advertisement. WTTF
shall not be responsible for errors in or misprints of such
advertisements.
	 
	•  	ADVANTENNIS shall have the right, upon request, to use up to three
(3) four-seat courtside boxes (total of 12 seats) at each
Professional League match from the Effective Date of this
Agreement through the end of the Title Sponsor Term. ADVANTENNIS
shall have the right to determine and request desired seat
locations, subject to prior sales. WTTF will use best efforts to
secure preferred seating on the center of the baseline in venues
that provide baseline seating. In venues that do not provide
baseline seating, WTTF will use best efforts to secure preferred
seating behind the home player bench.
	 
	•  	ADVANTENNIS shall have the right, upon request, to use up to ten
(10) priority reserved seat tickets at each Professional League
match from the Effective Date of this Agreement through the end of
the Title Sponsor Term.
	 
	•  	ADVANTENNIS shall have the right, upon request and subject to the
reasonable approval of WTTF, to use additional complimentary
tickets to certain Professional League matches from the Effective
Date of this Agreement through the end of the Title Sponsor Term.




A-1









 






	   	ADVANTENNIS and WTTF shall use commercially reasonable efforts to agree upon on the specific match(es), the number of tickets and
the organizations or other persons who will utilize such additional tickets.






	•  	Subject to the reasonable approval of the person or entity in control of the site
of each Professional League match, ADVANTENNIS shall have the right to arrange and
host an on-site hospitality function for up to thirty (30) people at up to ten (10)
Professional League matches during each calendar year from the Effective Date of
this Agreement through the end of the Title Sponsor Term (e.g, if the Professional
League has twelve (12) teams, ADVANTENNIS would have the right to one (1)
hospitality function in each market where a Professional League team is located).
WTTF and ADVANTENNIS shall use commercially reasonable efforts to agree upon a
professional tennis player scheduled to appear in such match, or otherwise mutually
satisfactory to WTTF and ADVANTENNIS, to make an appearance of not less than
fifteen (15) minutes duration at such hospitality function. ADVANTENNIS shall be
responsible for all costs associated with such hospitality event, including without
limitation, catering costs and such event shall be subject to all rules and
limitations established for or otherwise applicable to the site of the match.
	 
	•  	Subject to receipt of all necessary third party approvals, ADVANTENNIS shall be
entitled to use space for an on-site information and display booth at each
Professional League match from the Effective Date of this Agreement through the end
of the Title Sponsor Term. ADVANTENNIS shall be responsible for all costs
associated with such use and such use shall be subject to all rules and limitations
established for or otherwise applicable to the site of the match, including without
limitation, all applicable concession and merchandising agreements.
	 
	•  	ADVANTENNIS shall have the right, upon request, to up to six (6) public address
announcements as to its sponsor status at each Professional League match from the
Effective Date of this Agreement through the end of the Title Sponsor Term. WTTF
and ADVANTENNIS shall edit and approve each announcement.
	 
	•  	ADVANTENNIS shall have the right, upon request, to up to four (4) baseline banner
center positions on-court at each Professional League match from the Effective Date
of this Agreement through the end of the Title Sponsor Term. ADVANTENNIS shall
provide camera-ready artwork in advance of dates specified by WTTF if ADVANTENNIS
desires to have WTTF provide such banners. Any banners provided by ADVANTENNIS
shall be subject to the approval of WTTF but shall be and remain the property of
ADVANTENNIS. Any artwork for banners to be provided by WTTF shall be subject to
the approval of WTTF and such banners shall be and remain the property of WTTF from
the Effective Date of this Agreement through the end of the Title Sponsor Term.
Thereafter, they shall become the property of ADVANTENNIS.
	 
	•  	If any Professional League match is televised from the Effective Date of this
Agreement through the end of the Title Sponsor Term, ADVANTENNIS shall have the
right, upon request, to have its name and logo (Presenting Sponsor Logo or Title
Sponsor Logo, as applicable) appear in the opening and closing billboards of each
such broadcast and ADVANTENNIS shall receive three (3) thirty-second commercial
spots on each such broadcast. ADVANTENNIS agrees to provide and pay all costs
associated with producing such commercial spots in advance of dates specified by
WTTF. Each spot shall be subject to the reasonable approval of WTTF.





The foregoing rights apply to matches other than the Professional League Finals match.





A-1









 








Rights and Benefits Relating to the Professional League Finals:





	•  	Advanta will be the title sponsor of each WTTF Professional League Finals during
the Title Sponsorship Term and the name of the Professional League Finals shall be
the “Advanta Team Tennis Finals”. ADVANTENNIS acknowledges and agrees that the
Professional League name and logo may appear and be used separately from “Advanta
TeamTennis”, in situations as may be mutually agreed (which approval or disapproval
from ADVANTENNIS shall occur within ten (10) business days from request by WTTF)
between ADVANTENNIS and WTTF (including, by way of example, correspondence and
other corporate or legal matters unrelated to the professional league, as a
property symbol on positions which are not conducive to the full “Advanta
TeamTennis” title sponsorship logo, or other uses proposed by WTTF), and that
ADVANTENNIS has no right in or to the Professional League name or trademarks.
	 
	•  	ADVANTENNIS shall have the right, upon request, to up to four (4) baseline banner
center positions on-court at each Professional League finals match from the
Effective Date of this Agreement through the end of the Title Sponsor Term.
ADVANTENNIS shall provide such banners or shall provide camera-ready and/or
electronic artwork in advance of dates specified by WTTF if ADVANTENNIS desires to
have WTTF provide such banners. Any banners provided by ADVANTENNIS shall be
subject to the approval of WTTF but shall be and remain the property of
ADVANTENNIS. Any artwork for banners to be provided by WTTF shall be subject to
the approval of WTTF and such banners shall be and remain the property of WTTF from
the Effective Date of this Agreement through the end of the Title Sponsor Term.
Thereafter, they shall become the property of ADVANTENNIS.
	 
	•  	ADVANTENNIS shall have the right to have an ADVANTENNIS representative participate
in the on-court presentation of the King Trophy to the winning team at each WTTF
Professional League Finals from the Effective Date of this Agreement through the
end of the Title Sponsor Term.
	 
	•  	ADVANTENNIS shall have the right, upon request, to use up to six (6) courtside
tickets at each Professional League Finals match from the Effective Date of this
Agreement through the end of the Title Sponsor Term. WTTF will use best efforts to
secure preferred courtside seating.
	 
	•  	ADVANTENNIS shall have the right, upon request, to use a number of priority
reserved seat tickets mutually agreed upon by WTTF and ADVANTENNIS (but not to
exceed 100 pairs at each match) at each Professional League Finals match from the
Effective Date of this Agreement through the end of the Title Sponsor Term.
	 
	•  	If any Professional League Finals match is televised from the Effective Date of
this Agreement through the end of the Title Sponsor Term, ADVANTENNIS shall receive
three (3) thirty-second commercial spots on such broadcast. ADVANTENNIS agrees to
provide and pay all costs associated with producing such commercial spots in
advance of dates specified by WTTF. Each spot shall be subject to the reasonable
approval of WTTF.
	 
	•  	ADVANTENNIS shall have the right, upon request, to up to three (3) public address
announcements as to its sponsor status at each Professional League Finals match
from the Effective Date of this Agreement through the end of the Title Sponsor
Term. WTTF and ADVANTENNIS shall edit and approve each announcement.





Rights and Benefits Relating to All-Star Smash Hits Match – Elton John AIDS Foundation:





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	•  	Advanta will be the title sponsor of each All-Star Smash Hits
match, if held, during the Title Sponsor Term. Opportunity for
the name “Advanta TeamTennis” to be incorporated into the title
name of such match. ADVANTENNIS acknowledges and agrees that the
All-Star Smash Hits name and logo may appear and be used
separately from “Advanta TeamTennis” and that ADVANTENNIS has no
right in or to the All-Star Smash Hits or Elton John AIDS
Foundation name or trademarks.
	 
	•  	The name “Advanta TeamTennis” and the Title Sponsorship Logo shall
be included in all newly created print advertising, press releases
and on the cover of all programs produced and disseminated by WTTF
in connection with each All-Star Smash Hits match, if held, during
the Title Sponsor Term.
	 
	•  	WTTF shall provide space for ADVANTENNIS to place one (1) black
and white acknowledgement in the program produced and disseminated
by WTTF in connection with each All-Star Smash Hits match, if
held, from the Effective Date of this Agreement through the end of
the Title Sponsor Term. ADVANTENNIS agrees to provide
camera-ready artwork in advance of publication dates specified by
WTTF. Each acknowledgement shall be subject to the reasonable
approval of WTTF. WTTF shall not be responsible for errors in or
misprints of such acknowledgement.
	 
	•  	ADVANTENNIS shall have the right, upon request, to use up to
sixteen (16) priority reserved seat tickets at each All-Star Smash
Hits match, if held, from the Effective Date of this Agreement
through the end of the Title Sponsor Term. ADVANTENNIS shall have
the right to determine and request desired seat locations, subject
to prior sales, to be mutually agreed upon by WTTF.
	 
	•  	ADVANTENNIS shall have the right, upon request, to up to four (4)
baseline banner center positions on-court at each All-Star Smash
Hits match, if held, from the Effective Date of this Agreement
through the end of the Title Sponsor Term. ADVANTENNIS shall
provide such banners or shall provide camera-ready artwork in
advance of dates specified by WTTF if ADVANTENNIS desires to have
WTTF provide such banners. Any banners provided by ADVANTENNIS
shall be subject to the approval of WTTF but shall be and remain
the property of ADVANTENNIS. Any artwork for banners to be
provided by WTTF shall be subject to the approval of WTTF and such
banners shall be and remain the property of WTTF from the
Effective Date of this Agreement through the end of the Title
Sponsor Term. Thereafter, they shall become the property of
ADVANTENNIS.
	 
	•  	ADVANTENNIS shall have the right, upon request, to use up to
sixteen (16) invitations to the All-Star Smash Hits VIP auction
and reception, if held, at each All-Star Smash Hits match, if
held, from the Effective Date of this Agreement through the end of
the Title Sponsor Term.
	 
	•  	ADVANTENNIS shall have the right, upon request, to up to two (2)
public address announcements as to its sponsor status at each
All-Star Smash Hits match, if held, during from the Effective Date
of this Agreement through the end of the Title Sponsor Term. WTTF
and ADVANTENNIS shall edit and approve each announcement.
	 
	•  	If any All-Star Smash Hits match from the Effective Date of this
Agreement through the end of the Title Sponsor Term is televised,
ADVANTENNIS shall have the right, upon request, to have its name
and logo appear in the opening and closing billboards of each such
broadcast and ADVANTENNIS shall receive one (1) thirty-second
commercial spot on each such broadcast. ADVANTENNIS agrees to
provide and pay all costs associated with producing such






A-1









 






commercial spot in advance of dates specified by WTTF. Such spot shall be subject to
the reasonable approval of WTTF.



The following shall apply to banners in connection with the Professional League Matches,
Professional League Finals and All-Star Smash Hits:




	 	1.  	Each baseline banner will be consistent in appearance with the baseline banners
used at the Philadelphia Freedoms matches pursuant to the Sponsorship Agreement between
WTT and ADVANTENNIS relating to ADVANTENNIS’ sponsorship of the Freedoms.
	 
	 	2.  	ADVANTENNIS will be permitted to place additional banners at various locations
in the venues of each individual team as mutually agreed to by ADVANTENNIS and such
individual team.





Rights and Benefits Relating to the World TeamTennis Recreational League:





	•  	Commercial, sponsorship and promotional
rights as listed herein for the Recreational
League during each year of the Title Sponsor
Term as the “Title Sponsor.” Advanta’s name
shall be incorporated in the name of the
Recreational League, as “Advanta
TeamTennis”, but it is understood that
ADVANTENNIS shall have no rights in the
Recreational League name. It is
acknowledged that the Recreational League
name and logo may also appear and be used
separately. During each year of the Title
Sponsor Term, there shall be no other title
sponsor of the Recreational League.
	 
	•  	The “Advanta TeamTennis” Title Sponsorship
Logo shall be included in all newly created
print advertising and press releases
produced and disseminated by WTTF in
connection with the Recreational League
during each calendar year of the Title
Sponsor Term.
	 
	•  	The “Advanta TeamTennis” Title Sponsorship
Logo shall be included on the cover of all
newly created general promotional printed
materials (i.e., handbooks, posters,
registration forms, score-cards, draw
sheets, awards, etc.) produced and
disseminated by WTTF in connection with the
Recreational League during each calendar
year of the Title Sponsor Term.
	 
	•  	WTTF shall provide space to ADVANTENNIS to
place one (1) full page black and white
article or sponsor column in each new issue
of Point of Contact produced and
disseminated by WTTF during each calendar
year from the Effective Date through the
Title Sponsor Term, such article or sponsor
column to be provided to WTTF with
camera-ready artwork (if applicable) by
dates as requested, then WTTF shall use the
artwork, if any, provided for any of the
prior issues. Each such article or sponsor
column is subject to WTTF’s editing and
approval and WTTF is not responsible for any
errors or misprints therein.
	 
	•  	The “Advanta TeamTennis” Title Sponsorship
Logo shall be included on the cover of each
new issue and ADVANTENNIS shall be provided
with one (1) page in each new issue of Point
of Contact produced and disseminated by WTTF
during the Title Sponsor Term for an
article/column written by an individual
designated by ADVANTENNIS. Such
article/column is subject to WTTF’s editing
and approval and WTTF is not responsible for
any errors and misprints therein. The
location of the article/column within the
newsletter shall be at WTTF’s sole
discretion. If ADVANTENNIS does not supply
the article by dates as requested, then WTTF
shall use an article, if any provided for
any of the prior issues.




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	•  	Subject to obtaining all necessary third
party approvals, ADVANTENNIS shall have the
right to have a space for an on-site
information and display booth at each
Recreational League regional tournament and
national championship held during each
calendar year from the Effective Date
through the Title Sponsor Term. WTTF shall
provide standard physical items (e.g., table
and chairs) within the space. ADVANTENNIS
agrees that it must have an attendant, other
than WTTF’s personnel, at the booth and the
attendant is at ADVANTENNIS’s expense. All
literature to be distributed is subject to
WTTF’s prior approval.
	 
	•  	WTTF agrees that ADVANTENNIS has the right
to develop promotions/contests at each
Recreational League regional tournament and
national championship held during each
calendar year from the Effective Date
through the Title Sponsor Term and further
agrees to reasonably assist ADVANTENNIS in
doing so, except that such assistance shall
not include an expenditure of funds. If
ADVANTENNIS requests, WTTF will provide an
estimate to ADVANTENNIS prior to the start
of any work. Any such promotions/contests
are subject to WTTF’s prior approval and
further subject to ADVANTENNIS’s obtaining
all necessary third party consents.
ADVANTENNIS is solely responsible for
determining that any such
promotions/contests comply with all
applicable federal, state and local rules
and regulations regarding such
promotions/contests and for complying
therewith.
	 
	•  	ADVANTENNIS shall receive on-site exposure
in the form of seven (7) on-court banners,
each measuring three feet by seven feet (3’
x 7’) at each Recreational League regional
tournament and national championship held
during each calendar year from the Effective
Date through the Title Sponsor Term.
ADVANTENNIS shall supply WTTF with
camera-ready artwork of the Advanta logo
from which WTTF shall create such banner.
WTTF shall be responsible for the
installation and removal of all signs,
posters, banners, etc.
	 
	•  	Subject to third party restrictions, if any,
and upon ADVANTENNIS’s request (but not more
than twice each calendar year), WTTF agrees
to provide ADVANTENNIS with one email blast
to the Recreational League membership
database including additional names supplied
by ADVANTENNIS. ADVANTENNIS acknowledges
and agrees that it is not permitted to sell,
transfer, or permit any other party to use
such database nor may ADVANTENNIS make any
recordation of the names, addresses or any
other information contained in such database
in any manner or media whatsoever.




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Rights and Benefits Relating to the WTT Junior Nationals:





	•  	Advanta will be the title sponsor of WTTF’s
Junior Nationals tournament during the Title
Sponsor Term. Opportunity for the name
“Advanta TeamTennis” to be incorporated into
the title name of such tournament.
ADVANTENNIS acknowledges and agrees that the
Junior Nationals name may appear and be used
separately from “Advanta TeamTennis” and
that ADVANTENNIS has no right in or to
Junior Nationals name or trademarks.
	 
	•  	The “Advanta TeamTennis” Title Sponsorship
Logo shall be included in all newly created
print advertising and press releases
produced and disseminated by WTTF in
connection with the Junior Nationals during
the Title Sponsor Term.
	 
	•  	WTTF shall provide space for ADVANTENNIS to
place one (1) acknowledgement ad on the back
cover of the program produced and
disseminated by WTTF in connection with the
Junior Nationals from the Effective Date of
this Agreement through the end of the Title
Sponsor Term. ADVANTENNIS agrees to provide
camera-ready artwork in advance of
publication dates specified by WTTF. The
acknowledgement shall be subject to the
reasonable approval of WTTF. WTTF shall not
be responsible for errors in or misprints of
such acknowledgement.
	 
	•  	The “Advanta TeamTennis” Title Sponsorship
Logo shall appear on the front cover of the
program produced and disseminated by WTTF in
connection with the Junior Nationals during
the Title Sponsor Term.
	 
	•  	The “Advanta TeamTennis” Title Sponsorship
Logo shall appear on the souvenir T-shirt
distributed by WTTF to all players and
coaches participating in the Junior
Nationals.
	 
	•  	ADVANTENNIS shall have the right, upon
request, to use up to eight (8) invitations
to the Junior Nationals player party
attended by Billie Jean King from the
Effective Date of this Agreement through the
end of the Title Sponsor Term.




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EXHIBIT A-2




PRESENTING SPONSOR LOGO










A-2









 








EXHIBIT B-1




ADDITIONAL TERM BENEFITS




Rights and Benefits to the Professional League:





	•  	Promotion and right to advertise the
Advanta business credit card in the
Professional League as the “Official
Business Credit Card of the WTTF”
Advanta’s logo shall be included on all
media guides, rules books and general
promotional printed materials produced
and disseminated by WTTF in connection
with the Professional League during the
Remainder Term.Advanta’s logo shall be
included in all newly created print
advertising and press releases produced
and disseminated by WTTF in connection
with the Professional League during the
Remainder Term.
	 
	•  	Advanta’s logo shall be included on the
sponsor page of WTTF’s website,
www.wtt.com during the Remainder Term.
	 
	•  	WTTF shall provide space for ADVANTENNIS
to place one (1) full-page four-color
advertisement in each issue of the
Supertiebreaker program produced and
disseminated by WTTF in connection with
the Professional League during the
Remainder Term. ADVANTENNIS agrees to
provide camera-ready and/or electronic
artwork in advance of publication dates
specified by WTTF. WTTF shall have the
right to edit and approve such
advertisement. WTTF shall not be
responsible for errors in or misprints of
such advertisement.
	 
	•  	If any Professional League match during
the Remainder Term, ADVANTENNIS shall
receive two (2) thirty-second commercial
sports on each such broadcast subject to
availability. ADVANTENNIS agrees to
provide and pay all costs associated with
producing such commercial spots in
advance of dates specified by WTTF. Each
spot shall be subject to the reasonable
approval of WTTF.





Rights and Benefits Relating to the Professional League Finals:





	•  	Promotion and rights to advertise the
Advanta business credit card in the
Professional League Finals as the
“Official Business Credit Card of the
WTTF”.
	 
	•  	Advanta’s logo shall be included in all
newly created print advertising and press
releases produced and disseminated by
WTTF in connection with the Professional
League Finals during the Remainder
Term.ADVANTENNIS shall receive one (1)
on-court side-line banner at each
Professional League finals match during
the Remainder Term. ADVANTENNIS shall
provide such banner or shall provide
camera-ready and/or electronic artwork in
advance of dates specified by WTTF if
ADVANTENNIS desires to have WTTF provide
such banner. Any banner provided by
ADVANTENNIS shall be subject to the
approval of WTTF but shall be and remain
the property of ADVANTENNIS. Any artwork
for banner to be provided by WTTF shall
be subject to the approval of WTTF and
such banner shall be and remain the
property of WTTF during the Remainder
Term. Thereafter, it shall become the
property of ADVANTENNIS.
	 
	•  	ADVANTENNIS shall have the right, upon
request, to use up to six (6) courtside
tickets mutually agreed upon by WTTF and
ADVANTENNIS at each Professional League
Finals match during the Remainder Term.
WTTF will use best efforts to secure
preferred courtside seating.




B-1









 












	•  	If any Professional League Finals match
during the Remainder Term is televised,
ADVANTENNIS shall receive two (2)
thirty-second commercial spots on such
broadcast subject to availability.
ADVANTENNIS agrees to provide and pay all
costs associated with producing such
commercial spots in advance of dates
specified by WTTF. Each spot shall be
subject to the reasonable approval of
WTTF.
	 
	•  	ADVANTENNIS shall have the right, upon
request, to up to one (1) public address
announcement as to its sponsor status at
each Professional League Finals match
during the Remainder Term. WTTF and
ADVANTENNIS shall edit and approve such
announcement.





Rights and Benefits Relating to All-Star Smash Hits Match — Elton John AIDS Foundation:





	•  	Promotion and to advertise the Advanta business credit card for All-Star Smash Hits as
the “Official Business Credit Card of the WTTF”.Advanta’s logo shall be included in all
newly created print advertising and press releases produced and disseminated by WTTF in
connection with All-Star Smash Hits during the Remainder Term. WTTF shall provide
space for ADVANTENNIS to place one (1) black and white acknowledgement in the program
produced and disseminated by WTTF in connection with each All-Star Smash Hits match
during the Remainder Term. ADVANTENNIS agrees to provide camera-ready artwork in advance
of publication dates specified by WTTF. Such acknowledgement shall be subject to the
reasonable approval of WTTF. WTTF shall not be responsible for errors in or misprints of
such acknowledgement.
	 
	•  	ADVANTENNIS shall have the right, upon request, to use up to four (4) priority reserved
seat tickets at each All-Star Smash Hits match during the Remainder Term.
	 
	•  	ADVANTENNIS shall receive one (1) on-court side-line banner at each All-Star Smash Hits
match during the Remainder Term. ADVANTENNIS shall provide such banner or shall provide
camera-ready artwork in advance of dates specified by WTTF if ADVANTENNIS desires to have
WTTF provide such banner. Any banner provided by ADVANTENNIS shall be subject to the
approval of WTTF but shall be and remain the property of ADVANTENNIS. Any artwork for
banner to be provided by WTTF shall be subject to the approval of WTTF and such banner
shall be and remain the property of WTTF during the Remainder Term. Thereafter, it shall
become the property of ADVANTENNIS.
	 
	•  	ADVANTENNIS shall have the right, upon request, to use up to four (4) invitations to the
All-Star Smash Hits VIP auction and reception at each All-Star Smash Hits match during
the Remainder Term.
	 
	•  	ADVANTENNIS shall have the right, upon request, to up to one (1) public address
announcement as to its sponsor status at each All-Star Smash Hits match during the
Remainder Term. WTTF and ADVANTENNIS shall edit and approve announcement.
	 
	•  	If any All-Star Smash Hits match during the Remainder Term is televised, ADVANTENNIS
shall receive one (1) thirty-second commercial spot on each such broadcast subject to
availability. ADVANTENNIS agrees to provide and pay all costs associated with producing
such commercial spot in advance of dates specified by WTTF. The spot shall be subject to
the reasonable approval of WTTF.





Rights and Benefits Relating to the World TeamTennis Recreational League:





B-1









 









	•  	Promotion and rights to advertise the Advanta business credit card for the Recreational
League as the “Official Business Credit Card of the WTTF”.
	 
	•  	Advanta’s logo shall be included in all newly created print advertising and press
releases produced and disseminated by WTTF in connection with the Recreational League
during the Remainder Term.
	 
	•  	Advanta’s logo shall be included on the cover of all newly created general promotional
printed materials (i.e., handbooks, posters, registration forms, score-cards, draw
sheets, awards, etc.) produced and disseminated by WTTF in connection with the
Recreational League during the Remainder Term.
	 
	•  	Advanta’s logo shall be included on the cover of each new issue of Point of Contact
produced and disseminated by WTTF during the Remainder Term.
	 
	•  	Subject to obtaining all necessary third party approvals, ADVANTENNIS shall have the
right to have a space for an on-site information and display booth at each Recreational
League regional tournament and national championship held during the Remainder Term.
WTTF shall provide standard physical items (e.g., table and chairs) within the space.
ADVANTENNIS agrees that it must have an attendant, other than WTTF’s personnel, at the
booth and the attendant is at ADVANTENNIS’s expense. All literature to be distributed is
subject to WTTF’s prior approval.
	 
	•  	ADVANTENNIS shall receive on-site exposure in the form of two (2) on-court banners, each
measuring three feet by seven feet (3’ x 7’) at each Recreational League regional
tournament and national championship held during the Remainder Term. ADVANTENNIS shall
supply WTTF with camera-ready artwork of the Advanta logo from which WTTF shall create
such banners. WTTF shall be responsible for the installation and removal of all signs,
posters, banners, etc.
	 
	•  	Subject to third party restrictions, if any, and upon ADVANTENNIS’s request (but not more
than twice each calendar year), WTTF agrees to provide ADVANTENNIS with one email blast to the
Recreational League membership database of approximately 15,000 people during the Remainder Term.
ADVANTENNIS acknowledges and agrees that it is not permitted to sell, transfer, or permit any other
party to use such database nor may ADVANTENNIS make any recordation of the names, addresses or any
other information contained in such database in any manner or media whatsoever.




B-1









 











EXHIBIT B-2




ALTERNATIVE BENEFITS




EXHIBIT B-2





	   	Professional League and Finals Matches:
	 
	   	There are currently twelve (12) teams in the Professional League, each playing seven (7) home
matches for a total of 84 Professional League Matches. With the addition of the three (3)
Finals Matches (2 Semi-Finals, 1 Final), there are a total 87 Professional League and Finals
Matches.
	 
	   	Tickets and hospitality passes, as set forth below, at up to 59 WTTF Professional League and/or
Finals Matches during each calendar year. Advanta shall have the right to select up to 59
matches from the WTTF Schedule if requested in writing no less than thirty (30) days prior to
each match.






	 	•  	Twenty (20) tickets at each Professional League and Finals match during each
calendar year. Total of up to 1,180 tickets.
	 
	 	•  	Twenty (20) invitations to VIP Hospitality at each Professional League and Finals
match, in available, during each calendar year. Total of up to 1,180 invitations.
	 
	 	•  	Key Team player appearance of not less than fifteen (15) minutes duration at up to
eight (8) Hospitality Events, if available, during each calendar year.





All-Star Smash Hits:




In addition to the tickets and hospitality passes set forth above, WTTF would also provide the
following All-Star Smash Hits benefits:




	 	•  	Twenty (20) tickets at each All-Star Smash Hits match during each calendar year.
Total of 20 tickets.
	 
	 	•  	Twenty (20) invitations to the All-Star Smash Hits VIP auction and reception at each
All-Star Smash Hits match during each calendar year. Total of 20 invitations.






B-2









 




EXHIBIT C




EXISTING ARRANGEMENTS




     Below lists existing deals in the Bank/Financial Services category for WTTF Professional
League teams as of the Effective Date of this Agreement. WTTF and the Professional League teams
will exclude the promotion of Credit Card services should any of the below deals be renewed, and
such renewal sponsorships shall be subject to Section 2 (c) of the Agreement.



	 	 	 
	Boston Lobsters

	 	Wachovia Financial Services
	 
	 	 
	Delaware Smash

	 	Juniper Bank
	

	 	Chase Bank
	 
	 	 
	Hartford FoxForce

	 	Bank of America
	

	 	Webster Bank
	

	 	Simsbury Bank
	

	 	Wachovia Securities
	 
	 	 
	Houston Ranglers

	 	

	 
	 	 
	Kansas City Explorers

	 	Gold Bank
	 
	 	 
	Newport Beach Breakers

	 	Allstate Financial
	

	 	Commercial Capital (in negotiation)
	

	 	Commerce West
	 
	 	 
	Philadelphia Freedoms

	 	TIAA CREF (in negotiation)
	 
	 	 
	Sacramento Capitals

	 	Silverado Bank
	

	 	Allstate Financial
	 
	 	 
	Springfield Lasers

	 	Signature Bank