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DSG TopCo, Inc., et al. – ‘T-3’ on 4/19/24

On:  Friday, 4/19/24, at 4:44pm ET   ·   Accession #:  950142-24-1157   ·   File #s:  22-29112, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/19/24  DSG TopCo, Inc.                   T-3                    5:4.9M                                   Paul Weiss Ri… LLP 01/FA
          DSG IntermediateCo, Inc.
          Sports Network, LLC
          FRSM Holdings LLC
          Fastball Sports Productions, LLC
          Sunshine Holdco, LLC
          Diamond Ohio Holdings, LLC
          Diamond Mobile Holdings, LLC
          Diamond Gaming Services, LLC
          Diamond Digital Group, LLC
          Diamond College Sports, LLC
          Diamond Sports Net Florida, LLC
          Diamond Ohio Holdings II, LLC
          Diamond San Diego Holdings, LLC
          Diamond Sports Net Detroit, LLC
          DSG LitigationCo, LLC
          DSG New HoldCo, LLC
          DSG OpCo, LLC
          Diamond Sports Net Arizona, LLC
          Diamond Sports Net Arizona Holdings, LLC
          Diamond Sports Net, LLC
          Diamond Sports Net North, LLC
          Diamond Southern Holdings, LLC
          Diamond Sports Net West 2, LLC
          ARC Holding, Ltd.
          SportSouth Network II, LLC
          SportSouth Network, LLC
          Diamond-BRV Southern Sports Holdings, LLC
          Sports Network II Intermediate HoldCo, LLC
          Diamond West Holdings, LLC
          Diamond Sports Sun, LLC
          Diamond St. Louis Holdings, LLC
          Diamond Sports Net Ohio, LLC
          DSG AcquisitionCo, Inc.
          Sports Holding, LLC
          Sports Network II, LLC

Document/Exhibit                   Description                      Pages   Size 

 1: T-3         Application for a Qualification of a Trust          HTML    262K 
                Indenture                                                        
 2: EX-99.T3A-1-1  Exhibit T3A-1-1                                  HTML     20K 
 3: EX-99.T3B-1-1  Exhibit T3B-1-1                                  HTML     73K 
 4: EX-99.T3E-1  Exhibit T3E-1                                      HTML   2.67M 
 5: EX-99.T3E-2  Exhibit T3E-2                                      HTML    602K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

DSG TopCo, Inc.
(Name of Applicant)*

56 Harrison Street, Suite 203A

New Rochelle, NY 10801

(Address of Principal Executive Offices)

Securities to be Issued Under the Indenture to be Qualified

Approximate date of proposed public offering:

On, or as soon as practicable following, the Effective Date under the Plan of Reorganization (each as defined herein).

The Applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20^th day after the filing of an amendment which specifically states that it shall supersede this application for qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicants.

* The Guarantors listed on the following page are also included in this application as Applicants.

GENERAL

1. General Information.

DSG TopCo, Inc. (the “Company”) is a Delaware corporation and will be the issuer of the 17.0% Convertible Senior Secured Notes due 2030 (the “Notes”). The entities identified below (the “Guarantors” and, together with the Company, the “Applicants”) will guarantee the Notes and have the following forms of organization and jurisdictions of formation or incorporation.

2. Securities Act Exemption Applicable.

Reference is made to the Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of Diamond Sports Group, LLC, et al. (as may be amended or supplemented, the “Disclosure Statement”) and the Joint Chapter 11 Plan of Reorganization of Diamond Sports Group, LLC, et al. (as amended or supplemented, the “Plan”), copies of which are included as Exhibits T3E-1 and T3E-2, respectively. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Plan.

Pursuant to the terms and conditions set forth in the Disclosure Statement and the Plan, the Applicants intend to offer, if the Litigation Proceeds Condition is not met, an aggregate principal amount of $210 million of the

Notes, which aggregate principal amount may be increased by Capitalized DIP Interest and reduced by (i) any amount of Cash distributed to the Holders of DIP Claims from the Sinclair Settlement Deposit and the Sinclair Settlement Extension Payments (if any) on the Effective Date and (ii) the aggregate principal amount of Exit Term Loans issued on the Effective Date to Holders of DIP Claims. The Notes will be issued pursuant to the indenture to be qualified under this Form T-3 (the “Indenture”), a copy of which will be filed by amendment as Exhibit T3C hereto.

Generally, Section 1145(a)(1) of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act of 1933, as amended (the “Securities Act”), and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan of reorganization with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. It is expected that the Company and New DSG Guarantors (as defined below) will become affiliates participating in a joint plan of reorganization with the Debtors (as defined in the Plan) as of the Effective Date. The Applicants believe that the offer of the Notes under the solicitation of acceptances for the Plan and the exchange of the Claims for Notes, together with certain other consideration, under the Plan will satisfy the requirements of Section 1145(a)(1) of the Bankruptcy Code and, therefore, such offer and exchange is exempt from the registration requirements referred to above. To the extent that the solicitation of acceptances of the Plan constitutes an offer of new securities not exempt from registration under Section 1145(a)(1) of the Bankruptcy Code, the Applicants will rely on Section 4(a)(2) of the Securities Act and, to the extent applicable, Regulation D promulgated thereunder.

AFFILIATIONS

3. Affiliates.

The following list reflects the affiliates of the Applicants as of the date of this application:

The following list reflects the expected affiliates of the Applicants as of the Effective Date:

Certain directors and executive officers of the Applicants may be deemed its “affiliates” by virtue of their respective positions. See Item 4, “Directors and Executive Officers.” Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their holdings of voting securities of the Applicant. See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

4. Directors and Executive Officers.

As of the date of this application, the executive officers and directors of the Applicants are as set forth below. The mailing address of each of them is c/o Diamond Sports Group, LLC, 2960 Post Road, Southport, CT 06890, unless otherwise noted below.

The sole director and executive officer of the Company is Bradley E. Scher, who serves as the President, Treasurer and Secretary of the Company. Mr. Scher’s mailing address is c/o Ocean Ridge Capital Advisors, LLC, 56 Harrison Street, Suite 203A, New Rochelle, NY 10801.

The sole executive officer and director of DSG IntermediateCo, Inc. and DSG AcquisitionCo, Inc. (collectively, the “New DSG Guarantors”) is Bradley E. Scher, who serves as the President, Treasurer and Secretary of each New DSG Guarantor. Mr. Scher’s mailing address is c/o Ocean Ridge Capital Advisors, LLC, 56 Harrison Street, Suite 203A, New Rochelle, NY 10801.

The executive officers of the Guarantors other than the New DSG Guarantors are listed below. Such entities do not have any directors as of the date hereof.

New executive officers, if any, of the Company and the Guarantors will be designated on or after the Effective Date in accordance with the applicable provisions of the Plan. New board members, if any, for the Company and the Guarantors will be designated in accordance with the applicable provisions of the Plan.

5. Principal Owners of Voting Securities.

The following tables set forth certain information regarding each person known to the Company to own 10 percent or more of the voting securities of the Applicants as of the date of this application. The mailing address of each holder listed in each of the tables set forth below is c/o Diamond Sports Group, LLC, 2960 Post Road, Southport, CT 06890, unless otherwise noted below.

The following table sets forth certain information regarding each person expected to own 10 percent or more of the voting securities of the Applicants as of the Effective Date. The mailing address of each holder listed in each of the tables set forth below is c/o Diamond Sports Group, LLC, 2960 Post Road, Southport, CT 06890, unless otherwise noted below.

UNDERWRITERS

6. Underwriters.

(a) No person has acted as an underwriter of any securities of any of the Applicants in the last three years.

(b) No person is acting as a principal underwriter of the Notes proposed to be offered pursuant to the Indenture.

CAPITAL SECURITIES

7. Capitalization.

The following table sets forth information with respect to each authorized class of securities of the Applicants as of the date of this application:

(1) The Company:

It is expected that, in connection with the consummation of the Plan, the Company will issue (i) shares of common stock to certain holders of Claims (or their designees) and (ii) an option to the Initial DIP Commitment Parties (or their designees) to invest up to $50 million through the purchase of common stock of the Company, in each case, in accordance with the terms and conditions of the Plan.

Each holder of common stock of the Company has one vote on all matters to be voted upon by stockholders.

(2) Guarantors

It is expected that, in connection with the consummation of the Plan, DSG New HoldCo, LLC will issue (i) $115 million in aggregate principal amount of convertible senior secured notes due 2026 and (ii) an option to the Strategic Investor to invest up to $50 million through the purchase of equity of DSG New HoldCo, LLC based on a $500 million equity valuation, in each case, in accordance with the terms and conditions of the Plan.

Each holder of common stock of each Guarantor that is a corporation has one vote on all matters to be voted upon by stockholders. Each Guarantor that is a limited liability company is managed by its sole member. Each Guarantor that is a limited partnership is managed by its general partner.

INDENTURE SECURITIES

8. Analysis of Indenture Provisions.

The Notes will be subject to the Indenture to be entered into among the Company, the Guarantors and the trustee named therein (the “Trustee”). The following is a general description of certain provisions expected to be included in the Indenture, and the description is qualified in its entirety by reference to the form of Indenture to be filed as Exhibit T3C in an amendment to this filing. The Company has not entered into the Indenture as of the date of this filing, and the terms of the Indenture are subject to change before it is executed. The expected terms of the Notes are described in the term sheet relating to the Notes, which is included as Exhibit 2 to the Restructuring Term Sheet (as defined in the Plan). Capitalized terms used below and not defined herein have the meanings ascribed to them in the Indenture.

The occurrence of any of the following events will constitute an Event of Default under the Indenture: (1) any cross-default in respect of (x) indebtedness under the Convertible B Exit Notes (as defined in the Plan), the Exit Term Loans (as defined in the Plan) and/or the Take Back Term Loans (as defined in the Plan), and (y) any other material indebtedness of the Company or its Subsidiaries; (2) non-payment of principal when due; (3) non-payment of interest, fees or other amounts after expiration of a grace period; (4) (x) any material portion of any Guarantee ceasing to be in full force and effect, or any party thereto so asserting, or (y) any collateral document ceasing to create a valid and perfected Lien on any material portion of the Collateral purported to be covered thereby, or any party thereto so asserting; (5) any breach of, default under, or failure to perform under, any covenant or other term or agreement of the Indenture for an applicable grace period after written notice from the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (6) default with respect to any material provision of the Litigation CVRs (as defined in the Plan); (7) any bankruptcy, insolvency or liquidation event in respect of the Company or any of its Subsidiaries; (8) material money judgments; and (9) certain other customary Events of Default for secured and/or convertible notes.

Pursuant to the Indenture, if an Event of Default (other than an Event of Default arising from clause (7) listed above) shall have occurred and be continuing, then the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued interest to the date of acceleration. Notwithstanding the foregoing, if an Event of Default specified in clause (7) above occurs with respect to the Company, all outstanding Notes shall become due and payable immediately without further action, notice or declaration on the part of the Trustee or any holder.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail or otherwise deliver to each holder of Notes notice of the Default within 30 days after obtaining knowledge of the occurrence. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Notes, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Upon the occurrence of an Event of Default, there shall be a customary increase in the Interest Rate per annum payable on demand.

The Trustee shall authenticate the initial amount of the Notes upon a written order of the Company signed by an officer. Thereafter, the Trustee shall authenticate additional Notes in unlimited amount, as and to the extent permitted by the Notes Indenture, upon a written order of the Company in aggregate principal amount as specified in such order.

The Notes may be executed on behalf of the Company by any officer. The signature of the officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that such Note has been authenticated under the Indenture. The Trustee shall, upon a written order of the Company signed by an officer, authenticate the Notes for original issue. The Trustee may appoint an authenticating agent to authenticate the Notes. An authenticating agent may authenticate the Notes whenever the Trustee may do so. Notwithstanding the foregoing, if any Notes shall have been authenticated and delivered under the Indenture but never issued and sold by the Company, and the Company shall deliver such Notes to the Trustee for cancellation as provided in the cancellation section of the Indenture, for all purposes of the Indenture such Notes shall be deemed never to have been authenticated and delivered thereunder and shall never be entitled to the benefits of the Indenture.

The Notes shall be issuable only in registered form without coupons in denominations of principal amount and any integral multiple of thereafter.

With certain exceptions, Collateral may be released from the Lien and security interest created by the Collateral Documents at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided in the Indenture.

The Indenture will be discharged and will cease to be of further effect as to all outstanding Notes hereunder, and the Trustee, upon receipt from the Company of an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge have been satisfied, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture, when either

(1) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

(2) (A) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, and otherwise reserved sufficient shares of

Common Stock with the transfer agent for such shares solely to satisfy the Company’s obligations to deliver shares of Common Stock pursuant to the Indenture to the extent that a Holder has previously exercised its conversion rights in accordance with the Indenture and not yet received such shares of Common Stock (and provide an Officer’s Certificate to the Trustee certifying as to such share reserve), in each case, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest, and satisfy any obligations to deliver shares of Common Stock pursuant to the Indenture to the extent that a Holder has previously exercised its conversion rights in accordance with the Indenture and not yet received such shares of Common Stock, to the date of maturity or the applicable repurchase date or conversion date, as applicable; (B) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (except a Default or Event of Default resulting from the borrowing of funds to such deposit or the grant of liens securing such borrowing); (C) the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture and not provided for by the deposit required by clause (A) above; and (D) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the applicable repurchase date or conversion date, as the case may be.

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate signed by the Company’s principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to the officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon the Company or any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

9. Other Obligors.

Other than the Applicants, no other person is expected to be an obligor with respect to the Notes.

Contents of application for qualification. This application for qualification comprises:

(a) Pages numbered one to thirteen, consecutively.

(b) The statement of eligibility and qualification on Form T-1 of the Trustee under the Indenture to be qualified.*

(c) The exhibits listed below in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the Trustee.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, DSG TopCo, Inc., a corporation organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in Israel, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, DSG AcquisitionCo, Inc., a corporation organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in Israel, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, DSG IntermediateCo, Inc., a corporation organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in Israel, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, DSG LitigationCo, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, DSG New HoldCo, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, DSG OpCo, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Arc Holding, Ltd., a limited partnership organized and existing under the laws of the State of Texas, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond-BRV Southern Sports Holdings, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond College Sports, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant Diamond Digital Group, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Gaming Services, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Mobile Holdings, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Ohio Holdings, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Ohio Holdings II, LLC, a limited partnership organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond San Diego Holdings, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Southern Holdings, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Sports Net, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Sports Net Arizona, LLC, a limited partnership organized and existing under the laws of the State of Texas, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Sports Net Arizona Holdings, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Sports Net Detroit, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Sports Net Florida, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Sports Net North, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Sports Net Ohio, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Sports Net West 2, LLC, a limited liability company organized and existing under the laws of the State of Ohio, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond Sports Sun, LLC, a limited liability company organized and existing under the laws of the State of Florida, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond St. Louis Holdings, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Diamond West Holdings, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Fastball Sports Productions, LLC, a limited liability company organized and existing under the laws of the State of Ohio, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, FRSM Holdings LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Sports Holding, LLC, a limited liability company organized and existing under the laws of the State of Texas, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Sports Network, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Sports Network II, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Sports Network II Intermediate HoldCo, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, SportSouth Network, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, SportSouth Network II, LLC, a limited liability company organized and existing under the laws of the State of Georgia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Sunshine Holdco, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized and attested, all in the city of Southport, and State of Connecticut, on the 19th day of April, 2024.