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UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF ARIZONA

Case No. 2:09-bk-09488-RTBP

(Jointly Administered)

Chapter 11

Stipulated Order Approving Amended
and Clarified Bid

In re

DEWEY RANCH HOCKEY, LLC,

COYOTES HOLDINGS, LLC,

COYOTES HOCKEY, LLC, and

ARENA MANAGEMENT GROUP, LLC,

Debtors.

This filing applies to:
? All Debtors
? Specified Debtors

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On May 5, 2009 (the “Petition Date”), the above-captioned debtors and debtors in

possession (collectively, the “Debtors”) filed a Motion of the Debtors for an Order Under Sections

105(a), 363 and 365 of the Bankruptcy Code (i) Authorizing Coyotes Hockey, LLC’s Sale of

Substantially All of its Assets Free and Clear of Liens, Claims and Encumbrances, Subject to

Higher and Better Offers, and (ii) Approving an Asset Purchase Agreement (Docket No. 18) (the

“Sale Motion”), pursuant to which the Debtors sought approval of a sale and relocation of the

Phoenix Coyotes hockey team (the “Team”) to Hamilton, Ontario and to convey membership rights

in the National Hockey League (the “NHL”) to a designated proposed purchaser.

Contemporaneously therewith, the Debtors filed a Motion of the Debtors for Entry of an Order

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(A) Authorizing Conduct of an Auction of Coyotes Hockey, LLC’s Assets; (B) Establishing

Procedures to be Employed in Connection with Sale Including Approval of Termination Fee; and

(C) Approving Form and Manner of Notice of Conditional Cure Notice and Solicitation Notice

(Docket No. 19) (the “Bid Procedures Motion”). The Bid Procedures Motion and matters related

thereto came before this Court at hearings held on May 7, May 19, May 27, June 9, June 22,

August 3, and August 11, 2009. On August 13, 2009, this Court entered an AMENDED Order

Approving Bid Procedures for Auction/Sale of Phoenix Coyotes Hockey League Team and Related

Assets and the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases

(Docket No. 638) (the “Bid Procedures Order”).

In accordance with the Bid Procedures Order, the NHL, on behalf of Coyotes Newco, LLC

and Arena Newco, LLC (collectively, the “Buyers”) submitted a Qualified Bid (as defined in the

Bid Procedures Order) on the terms set forth in a form of Asset Purchase Agreement attached to

the Bid Letter (the “Bid Letter”) with respect to the Acquisition of the Phoenix Coyotes National

Hockey League Team and Related Assets and the Assumption and Assignment of Certain
Executory Contracts and Unexpired Leases, dated as of August 25, 2009.1 On September 3, 2009,
the Buyers submitted a revised bid to the Sellers.

The Court held an auction and sale hearing on September 10 and 11, 2009 (the “Sale

Hearing”), at which the Buyers amended their bid again, which was filed in definitive form with

the Court on September 15, 2009. On September 30, 2009, the Court entered a minute entry/order

denying, inter alia, the sale of the Debtors’ assets to the NHL or the Buyers without prejudice. On

October 13, 2009, the Court entered an order confirming such denial (Docket No. 1042).

On October 26, 2009, the Court held a status conference (the “Status Conference”) with

respect to sale of the Debtors’ assets. At the Status Conference, the NHL (on the Buyers’ behalf)

amended and clarified its bid in open court, which bid is memorialized in a revised form of Asset

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On August 26, 2009, the Debtors filed a copy of the NHL’s initial bid with the Court. (See Notice of

Receipt of Bids Under Sale Procedures Order and Filing of Same (Docket No. 809), Ex. 1.)

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Purchase Agreement among Coyotes Hockey, LLC, Arena Management Group, LLC and the
Buyers, attached hereto as Exhibit A (the “APA”).2

The Court has considered the APA, all objections thereto, the relevant pleadings in these

chapter 11 cases (the “Cases”), the statements of counsel, the declarations submitted by the parties

and any other testimony or offer of proof as to testimony on the record at the Sale Hearing and the

Status Conference, at which time all interested parties were offered an opportunity to be heard, and

the entire record in these Cases. It appears that a sale to the Buyers is in the best interests of the

Debtors, their bankruptcy estates (the “Estates”), their creditors and other parties in interest. After

due deliberation and good cause shown,

THE COURT HEREBY MAKES THE FOLLOWING FINDINGS:3
A.

Jurisdiction and Venue. This Court has jurisdiction to consider this Motion under

28 U.S.C. §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b). Venue of these

Cases and this Motion in this District is proper under 28 U.S.C. §§ 1408 and 1409.

B.

Statutory Predicates. The statutory predicates for relief are sections 105(a), 363

and 365 of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2002, 3001, 6004

and 6006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).

C.

Notice. As evidenced by the affidavits of service filed with this Court and based

upon the representations of counsel at the Sale Hearing and the Status Conference: (i) due, proper,

timely, adequate and sufficient notice of the Sale Hearing, the Status Conference and the

transactions set forth in the APA (the “Transaction”), including the assumption and assignment of

the Assumed Contracts and Cure Costs with respect thereto, has been provided in accordance with

sections 105(a), 363 and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004 and 6006;

(ii) it appears that no other or further notice need be provided; (iii) such notice was and is good,

sufficient and appropriate under the circumstances; and (iv) no other or further notice of the Sale

Capitalized terms not otherwise defined herein have the meanings ascribed to them in the APA.

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Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as

findings of fact when appropriate. See Fed. R. Bankr. P. 7052.

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Hearing, the Status Conference or the Transaction (including the assumption and assignment of

Assumed Contracts) is or shall be required.

D.

Opportunity to Object. A reasonable opportunity to object and to be heard with

respect to the Transaction has been given.

E.

Sale in Best Interests. Good and sufficient reasons for approval of the APA and

the Transaction have been articulated, and the Transaction is in the best interests of the Debtors, the

Estates, their creditors and other parties in interest.

F.

Business Justification. The Debtors, the NHL, the secured creditors, the Creditors’

Committee and the City of Glendale have demonstrated both (i) good, sufficient and sound

business purposes and justifications and (ii) compelling circumstances for the Transaction other

than in the ordinary course of business under section 363(b) of the Bankruptcy Code before, and

outside of, a plan of reorganization in that, among other things, the immediate consummation of the

Transaction with the Buyers is necessary and appropriate to maximize the value of the Estates.

Entry of an order approving the APA and all the provisions thereof is a necessary condition

precedent to the Buyers’ consummating the Transaction.

G.

Arm’s Length Sale. The APA was proposed by the Buyers without collusion, in

good faith and from arm’s-length bargaining positions. No Buyer is an “insider” of the Debtors, as

that term is defined in Bankruptcy Code section 101(31). Neither the Debtors nor the Buyers have

engaged in any conduct that would cause or permit the APA to be avoided under section 363(n) of

the Bankruptcy Code. Specifically, the Buyers have not acted in a collusive manner with any

person and the purchase price was not controlled by any agreement among any bidders.

H.

Good Faith Purchaser. The Buyers are good faith purchasers of the Assets within

the meaning of section 363(m) of the Bankruptcy Code and are therefore entitled to all of the

protections afforded thereby. The Buyers have proceeded in good faith in all respects in

connection with this proceeding in that: (a) the NHL made good faith efforts to assist the Debtors

in finding an alternative purchaser before submitting a Qualified Bid on behalf of the Buyers;

(b) the NHL and the Buyers complied with the provisions in the Bid Procedures Order; (c) the

Buyers agreed to subject their bid to the competitive bidding procedures set forth in the Bid

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Procedures Order; and (d) all payments to be made by the Buyers and other agreements or

arrangements entered into by the Buyers in connection with the Transaction have been disclosed to

the Court.

I.

Highest and Best Offer. The auction was duly noticed and the Court conducted the

auction in a non-collusive manner in accordance with, and the Debtors and Buyers have otherwise

complied in all respects with, the Bid Procedures Order. The auction established in the Bid

Procedures Order afforded a full, fair and reasonable opportunity for any person or entity to make a

higher or otherwise better offer to purchase the Assets under the circumstances of these Cases

which include the facts that the Debtors have limited financing, the 2009-2010 hockey season is

already underway, and a prompt sale is advisable to avoid further erosion of the value of the

Debtors’ assets. The Buyers’ bid has no material conditions, is not subject to significant execution

risk, will be able to close shortly after the Court’s approval of the sale, and has also been approved

by the NHL. The Buyers intend to close the Transaction by November 2, 2009. If for any reason

the parties are unable to close the Transaction by November 2, 2009, the parties will use their

commercially reasonable efforts to close the Transaction before the next anticipated date that

further postpetition funding is needed from the NHL.

J.

As described in more detail in the executive summary of the NHL’s bid, attached

hereto as Exhibit B, the Buyers’ bid equals approximately $128.4 million. As a part of the Buyers’

bid, assuming the Transaction closes prior to the next date following November 2, 2009, that

further funding from the NHL is required by the Debtors, the Buyers will assume all prepetition

and postpetition loans by the NHL (in an amount currently estimated to be approximately

$36,331,000), of which $2 million is a carve-out available for administrative fees and expenses.

The Buyers will also assume the obligation to pay and will pay in cash (unless otherwise agreed to

by SOF Investments, L.P. (“SOF”), White Tip Investments, LLC (“White Tip”) and Donatello

Investments, LLC (“Donatello”)) approximately $79.7 million in respect of allowed secured claims

on account of prepetition loans provided by SOF, White Tip and Donatello plus accrued and

unpaid interest, fees and expenses accruing from and after the Petition Date through and including

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the Closing Date. The remaining $11.3 million (approximately) will be provided to the Estates in

cash.

K.

Furthermore, the Buyers’ bid is in the best interest of the Estates because it provides

payment in full for all secured creditors. In addition, the Buyers have agreed that they will offer to

purchase approximately $11.6 million in designated unsecured liabilities as set forth in Schedules

2.6(v) and 2.8(v) to the APA (the “Unsecured Liabilities”) at the prices set forth in such schedules

and to subordinate their recovery on such claims as described below. The Buyers' purchase of the

Unsecured Liabilities is conditioned upon the Closing under the APA and shall continue through

the date that is 60 days following the Closing Date.

L.

The Buyers’ purchase of the Unsecured Liabilities does not extinguish the claims

underlying the Unsecured Liabilities. The Buyers agree to voluntarily subordinate the right to

receive payments from the Estates on account of underlying claims to all Allowable Unsecured

Claims, other than claims of any nature whatsoever of Jerry C. Moyes, Vickie Moyes, The Jerry

and Vickie Moyes Family Trust or any of their respective Affiliates.

M.

The NHL agrees, at the request of the Creditors’ Committee, to amend the Moyes

Guaranty to reduce the maximum cap amount under the guaranty from $30 million to $15 million.

Such amendment to the Moyes Guaranty is conditioned upon the Closing under the APA. The

NHL, on the one hand, and Jerry C. Moyes, Vickie Moyes, and The Jerry and Vickie Moyes

Family Trust, on the other hand, expressly reserve their respective rights to assert any

claims, actions, causes of action and defenses they may have with respect to the Moyes Guaranty,

as so amended.

N.

The Buyers’ bid contemplates that the Buyers will pay for the ongoing costs under

the AMULA with the City of Glendale, as well as related Glendale Contracts, at least through June

30, 2010 and will use commercially reasonable efforts to enter into an amended long-term

AMULA. Finally, the APA provides that, to the extent the Buyers are able to consummate a Team

Sale prior to the second anniversary of the Closing Date, the Buyers will pay to the Estates an

amount equal to the Net Profit received in connection with such Team Sale.

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O.

Consideration. The consideration constitutes reasonably equivalent value or fair

consideration, as the case may be (as those terms are defined in each of the Uniform Fraudulent

Transfer Act, Uniform Fraudulent Conveyance Act and section 548 of the Bankruptcy Code), and

fair consideration under the Bankruptcy Code and under the laws of the United States, any state,

territory, possession or the District of Columbia. The APA represents a fair and reasonable offer to

purchase the Assets and assume or acquire liabilities under the circumstances of these Cases. No

other person or entity or group of entities, other than the Buyers, has made an offer to purchase the

Assets that would render greater recovery to the Estates within a reasonable period of time that was

not subject to substantial uncertainty as to their ability to consummate such a transaction.

Approval of the APA and the consummation of the Transaction is in the best interests of the

Debtors, their creditors, the Estates and all other parties in interest.

P.

Free and Clear. The Debtors are the sole and lawful owner of the Assets. The

transfer of the Assets to the Buyers under the APA will be a legal, valid, and effective transfer of

the Assets, and vests or will vest the Buyers with all right, title and interest of the Debtors to the

Assets free and clear of all liens, claims (as defined in section 101(5) of the Bankruptcy Code),

encumbrances, obligations, liabilities, contractual commitments or interests of any kind or nature

whatsoever (collectively, the “Interests”), including, but not limited to, (i) those that purport to give

to any party a right or option to effect any forfeiture, modification or termination of the Debtors’

interests in the Assets, or any similar rights and (ii) those relating to taxes arising under or out of,

in connection with, or in any way relating to the operation of the Debtors’ business prior to the

Closing Date. For avoidance of doubt, all Interests shall attach to the proceeds ultimately

attributable to the property against or in which such Interests are asserted, subject to the terms of

such Interests, with the same validity, force and effect, and in the same order of priority, which

such Interests now have against the Assets or their proceeds, subject to any rights, claims and

defenses the Debtors or their estates, as applicable, may possess with respect thereto.

Q.

Satisfaction of 363(f) Standards. The Debtors may sell the Assets free and clear

of any Interests of any kind or nature whatsoever because in each case, one or more of the

standards set forth in section 363(f)(1)-(5) of the Bankruptcy Code has been satisfied. Each entity

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that has asserted an Interest in the Assets to be transferred on the Closing Date: (i) has, subject to

the terms and conditions of this Order, consented to the Transaction or is deemed to have

consented to the Transaction; (ii) has an Interest that is subject to bona fide dispute; (iii) could be

compelled in a legal or equitable proceeding to accept money satisfaction of such Interest; or

(iv) otherwise falls within the provisions of section 363(f) of the Bankruptcy Code. Those holders

of Interests who did not timely object to the Transaction are deemed, subject to the terms of this

Order, to have consented pursuant to section 363(f)(2) of the Bankruptcy Code. All holders of

Interests are adequately protected by having their Interests attach to the proceeds ultimately

attributable to the property against or in which such Interests are asserted, subject to the terms of

such Interests, with the same validity, force and effect, and in the same order of priority, which

such Interests now have against the Assets or their proceeds, subject to any rights, claims and

defenses the Debtors or their estates, as applicable, may possess with respect thereto.

R.

No Fraudulent Transfer. The Transaction is not for the purpose of hindering,

delaying or defrauding creditors under the Bankruptcy Code and under the laws of the United

States, any state, territory, possession or the District of Columbia. Neither the Debtors nor the

Buyers would be entering into the Transaction fraudulently.

S.

Cure/Adequate Assurance. The assumption and assignment of the Assumed

Contracts pursuant to the terms of this Order is integral to the APA and is in the best interests of

the Debtors and the Estates, creditors and all other parties in interest, and represents the reasonable

exercise of sound and prudent business judgment by the Debtors. To the extent not purchased or

satisfied by the Buyers pursuant to paragraph 14 below, the Debtors have, (i) to the extent

necessary, cured or provided adequate assurance of cure, of any default existing prior to the date

hereof with respect to the Assumed Contracts, within the meaning of sections 365(b)(1)(A) and

365(f)(2)(A) of the Bankruptcy Code, and (ii) to the extent necessary, provided compensation or

adequate assurance of compensation to any party for any actual pecuniary loss to such party

resulting from a default prior to the date hereof with respect to the Assumed Contracts, within the

meaning of sections 365(b)(1)(A) and 365(f)(2)(A) of the Bankruptcy Code. The Buyers’ promise

to perform the obligations under the Assumed Contracts after the Closing Date constitutes adequate

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assurance of future performance within the meaning of sections 365(b)(1)(C), 365(b)(3) (to the

extent applicable) and 365(f)(2)(B) of the Bankruptcy Code.

T.

Prompt Consummation. The Transaction must be approved and consummated

promptly in order to preserve the viability of the business subject to the sale as going concerns, to

maximize the value of the Estates. Time is of the essence is consummating the Transaction.

U.

Personally Identifiable Information. The Transaction may include the transfer of

Personally Identifiable information, as defined in section 101(41A) of the Bankruptcy Code. No

Consumer Privacy Ombudsman need be appointed in section 363(b)(1) of the Bankruptcy Code

because the Buyers have agreed to adhere to any privacy policies applicable to the Debtors.

NOW, THEREFORE, IT IS ORDERED THAT:

1.

Transaction is Approved. The APA and the transactions contemplated thereby are

APPROVED, as set forth herein.

2.

Objections Overruled. Any objections to the entry of this Order or the relief

granted herein that have not been withdrawn, waived, or settled, or not otherwise resolved pursuant

to the terms hereof, if any, hereby are denied and overruled on the merits with prejudice.

3.

Approval. The APA and all of the terms thereof and conditions thereto are hereby

approved. The Debtors are hereby authorized and directed to (a) execute the APA, along with any

additional agreements, instruments or documents that may be reasonably necessary or appropriate

to implement the APA (including, without limitation, the Transition Services Agreement and the

Partial Lease Assignment Agreement), provided that such additional documents do not materially

change its terms; (b) consummate the Transaction in accordance with the terms and conditions of

the APA and the instruments to the APA contemplated thereby; and (c) take all other and further

actions as may be reasonably necessary to implement the Transaction.

4.

Free and Clear. Except as expressly permitted or otherwise specifically provided

for in the APA or this Order, pursuant to Bankruptcy Code sections 105(a) and 363(f), the Debtors

are authorized and directed to transfer the Assets to the Buyers and, as of the Closing Date, the

applicable Buyer shall take title to and possession of the Assets free and clear of all Interests of any

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kind or nature whatsoever, including, but not limited to, any Excluded Team Liabilities or

Excluded Arena Liabilities (collectively, the “Excluded Liabilities”).

5.

Valid Transfer. As of the Closing Date, (a) the transactions contemplated by the

APA effect a legal, valid, enforceable and effective sale and transfer of the Assets to the Buyers,

and shall vest the applicable Buyer with title to such assets free and clear of all Interests and (b) the

APA and the transactions and instruments contemplated thereby shall be specifically performable

and enforceable against and binding upon, and not subject to rejection or avoidance by, the Debtors

or any chapter 11 trustee of the Debtors and their applicable estates.

6.

General Assignment. On the Closing Date, this Order shall be construed and shall

constitute, for any and all purposes, a full and complete general assignment, conveyance and

transfer of the Debtors’ interests in the Assets. Each and every federal, state, and local

governmental agency or department is hereby directed to accept any and all documents and

instruments necessary and appropriate to consummate the Transaction.

7.

Injunction. Except as expressly permitted by the APA or by this Order, all persons

and entities, including, but not limited to, the Debtors, employees, former employees, all debt

security holders, administrative agencies, governmental tax and regulatory authorities, secretaries

of state, federal, state and local officials, lenders, contract parties, bidders, lessors, warehousemen,

customs brokers, freight forwarders, carriers and other parties in possession of any of the Assets at

any time, trade creditors and all other creditors, holding Interests of any kind or nature whatsoever

against or in the Debtors or in the Debtors’ interests in the Assets (whether legal or equitable,

secured or unsecured, matured or unmatured, contingent or noncontingent, known or unknown,

liquidated or unliquidated, senior or subordinated), arising under or out of, in connection with, or in

any way relating to, the Debtors, the Assets, the operation of the Debtors’ business before the

Closing Date or with respect to any Interests arising out of or related to the Transaction, shall be

and hereby are forever barred, estopped and permanently enjoined from commencing, prosecuting

or continuing in any manner any action or other proceeding of any kind against the Buyers, their

property, their successors and assigns, alleged or otherwise, their affiliates, the NHL Member

Clubs, or such Assets. Following the Closing Date, no holder of an Interest in the Debtors shall

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interfere with the Buyers’ title to or use and enjoyment of the Assets based on or related to such

Interest, or any actions that the Debtors may take in their Cases.

8.

Release of Interests. Subject to paragraphs 4 and 36 of this Order, this Order

(a) shall be effective as a determination, on the Closing Date, that all Interests of any kind or nature

whatsoever existing as to the Debtors or the Assets prior to the Closing Date have been

unconditionally released, discharged and terminated, and that the conveyances described herein

have been effected, and (b) shall be binding upon and shall govern the acts of all entities, including,

without limitation, all filing agents, filing officers, title agents, title companies, recorders of

mortgages, recorders of deeds, registers of deeds, administrative agencies, governmental

departments, secretaries of state, federal, state and local officials, and all other persons and entities

who may be required by operation of law, the duties of their office or contract, to accept, file,

register or otherwise record or release any documents or interests, or who may be required to report

or insure any title or state of title in or to any of the Assets.

9.

Direction to Release Interests. On the Closing Date and subject to the Interests

attaching to the proceeds of the Sale as provided for in paragraphs 4 and 36 of this Order, each of

the Debtors’ creditors is authorized and directed to execute such documents and take all other

actions as may be reasonably necessary to release its Interests in the Assets, if any, as such

Interests may have been recorded or may otherwise exist.

10.

No Successor Liability. Neither the Buyers nor their affiliates, successors or

assigns shall, as a result of the consummation of the Transaction, (a) be a successor to the Debtors

or the Estates, (b) have, de facto or otherwise, merged or consolidated with or into the Debtors or

the Estates; or (c) be a continuation or substantial continuation of the Debtors or any enterprise of

the Debtors. Except for the Assumed Liabilities, the transfer of the Assets to the Buyers under the

APA shall not result in (i) the Buyers, their affiliates, members or shareholders, or the Assets,

having any liability or responsibility for any claim against the Debtors or against an insider of the

Debtors, (ii) the Buyers, their affiliates, members, or shareholders, or the Assets, having any

liability whatsoever with respect to or be required to satisfy in any manner, whether at law or in

equity, whether by payment, setoff or otherwise, directly or indirectly, any Interests or Excluded

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Liability, or (iii) the Buyers, their affiliates, members, or shareholders or the Assets, having any

liability or responsibility to the Debtors except as is expressly set forth in the APA.

11.

Examples of No Successor Liability. Without limiting the effect or scope of the

foregoing, as of the Closing Date, the Buyers shall have no successor or vicarious liabilities of any

kind or character, including, but not limited to, any theory of antitrust, environmental, successor or

transferee liability, labor law, de facto merger or substantial continuity, whether known or

unknown as of the Closing Date, now existing or hereafter arising, whether asserted or unasserted,

fixed or contingent, liquidated or unliquidated with respect to the Debtors or any obligations of the

Debtors arising prior to the Closing Date, including, but not limited to, liabilities on account of any

taxes arising, accruing or payable under, out of, in connection with, or in any way relating to, the

operation of the Assets prior to the Closing.

12.

Assumption and Assignment of Assumed Contracts. Under sections 105(a) and

365 of the Bankruptcy Code, and subject to and conditioned upon the closing of the Transaction,

the Debtors’ assumption and assignment of the Assumed Contracts to the Buyers free and clear of

all Interests pursuant to the terms set forth in the APA, as modified by the terms of any

amendments reached with the respective counterparty, is hereby approved, and the requirements of

sections 365(b)(1), 365(b)(3) and 365(f)(2) of the Bankruptcy Code with respect thereto are hereby

deemed satisfied. Each counterparty to an Assumed Contract is hereby forever barred, estopped,

and permanently enjoined from raising or asserting against the Debtors or the Buyers, or the

property of any of them, any assignment fee, default, breach, claim, pecuniary loss, liability or

obligation (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or

non-contingent, senior or subordinate) arising under or related to the Assumed Contracts existing

as of the Closing Date or arising by reason of the Closing.

13.

Payment of SOF, Donatello, and White Tip Claims. As of the Petition Date,

(i) SOF shall be deemed to have an allowed secured claim against Coyotes Hockey, LLC in the

amount of $72,117,126.05, (ii) Donatello shall be deemed to have an allowed secured claim against

Coyotes Hockey, LLC in the amount of $3,749,242.91 and (iii) White Tip shall be deemed to have

an allowed secured claim against Coyotes Hockey, LLC in the amount of $3,749,242.91 (the

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amounts described in (i), (ii) and (iii), the “SOF Allowed Petition Date Secured Claims,” in the

aggregate amount of $79,615,611.86). On the Closing Date, the Buyers shall assume the

obligation to pay and shall pay directly to each of SOF, Donatello and White Tip cash in an amount

equal to their respective SOF Allowed Petition Date Secured Claims (except as may otherwise be

agreed among such parties) plus accrued and unpaid interest, fees and expenses, accruing from and

after the Petition Date through and including the Closing Date.

14.

Purchase of Unsecured Liabilities. Subject to the Closing of the APA, from the

Closing Date through the date that is 60 days following the Closing Date, the Buyers shall offer,

and shall use their commercially reasonable efforts, to acquire the Unsecured Liabilities, in each

case for the respective amounts set forth on Schedules 2.6(v) and 2.8(v) to the APA; provided, that

with respect to any Unsecured Liability set forth on Schedules 2.6(v) and 2.8(v) to the APA that is

marked with an asterisk, if the Buyers, the holder and the Creditors’ Committee agree on a

different amount, the Buyers shall purchase the claim at such agreed amount. Within five (5)

Business Days after May 1, 2010, the Buyers will pay to the Sellers' estates cash in an amount

equal to the difference, if any, resulting from $11,617,879 minus the aggregate amount actually

paid by the Buyers for Purchased Claims pursuant to Section 8.4 of the APA.

15.

The Buyers’ purchase of the Unsecured Liabilities as provided for under the

APA will be evidenced as provided in Bankruptcy Rule 3001(e) by the execution and filing of the

Notice of Transfer of Claim, substantially in form attached to the APA. Any such transfer

conforming to the APA is hereby approved under Bankruptcy Rule 3001(e) without necessity for

further notice or order of the Court. The Buyers’ right to receive payments from the Estates on

account of Purchased Claims shall be subordinated to all other Allowable Unsecured Claims, other

than claims of any nature whatsoever of Jerry C. Moyes, Vickie Moyes, The Jerry and Vickie

Moyes Family Trust or any of their respective Affiliates.

16.

Transition Services Agreement. The Sellers are hereby authorized and directed to

enter into a mutually acceptable Transition Services Agreement with the Buyers, substantially in

the form attached to the APA, pursuant to which (i) the Sellers will provide to the Buyers the goods,

services, rights and benefits to which the Sellers are entitled under the Glendale Contracts, to the

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extent reasonably requested by the Buyers consistent with past operation of the Team and the

Arena; and (ii) the Buyers will pay to the Sellers, as and when due under the Glendale Contracts,

all fees, costs, rents and other amounts payable by the Sellers under the Glendale Contracts for the

provision of goods and services thereunder. Notwithstanding the provisions of a Glendale Contract

to the contrary, the execution, delivery and performance of the Transition Services Agreement shall

not give rise to any default or right to terminate any such Glendale Contract, and the Buyers shall

be entitled to enforce any such Glendale Contract in the name of the Sellers, consistent with the

provisions of the Transition Services Agreement.

17.

Glendale Contracts. The Sellers shall not reject the Glendale Contracts prior to the

earliest of (i) June 30, 2010, and (ii) the date of a Final Order confirming a plan of reorganization

of the Sellers under the Bankruptcy Code (in which case the Sellers shall take all actions required

to ensure that such rejection does not become effective until June 30, 2010).

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No Fees. There shall be no rent accelerations, assignment fees, increases (including

advertising rates) or any other fees charged to the Buyers or the Debtors as a result of the

assumption and assignment of the Assumed Contracts.

19.

Anti-Assignment Provisions Unenforceable. Except as provided for in section 6.5

of the APA, any provisions in any of Assumed Contract that prohibits or conditions the assignment

of such Assumed Contract or allow the party to such Assumed Contract to terminate, recapture,

impose any penalty, condition on renewal or extension or modify any term or condition upon the

assignment of such Assumed Contract, constitute unenforceable anti-assignment provisions that are

void and of no force and effect.

20.

Adequate Assurance. The Buyers have provided adequate assurance of their future

performance under the relevant Assumed Contracts within the meaning of sections 365(b)(1)(C),

365(b)(3) (to the extent applicable) and 365(f)(2)(B) of the Bankruptcy Code. All other

requirements and conditions under sections 363 and 365 of the Bankruptcy Code for the

assumption by the Debtors and assignment to the Buyers of the Assumed Contracts have been

satisfied.

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21.

The Buyers and Assumed Contracts. Upon the Closing of the Transaction, in

accordance with sections 363 and 365 of the Bankruptcy Code the Buyers shall be fully and

irrevocably vested with all right, title and interest of the Debtors under the Assumed Contracts.

22.

Licenses and Permits. To the extent any license or permit necessary for the

operation of the business is determined not to be an executory contract assumable and assignable

under section 365 of the Bankruptcy Code, the Buyers shall apply for and obtain any necessary

license or permit promptly after the Closing Date and such licenses or permits of the Debtors shall

remain in place for the Buyers’ benefit until new licenses and permits are obtained.

23.

Cure. Pursuant to the APA, except with respect to Cure Costs reflected in or

included as Unsecured Liabilities on Schedules 2.6(v) and 2.8(v) of the APA which are purchased

by the Buyers in accordance with Section 8.4 of the APA and which shall be the obligation of the

Buyers pursuant to the terms of this Order, the Debtors at the request of the Buyers shall, on or

prior to the Closing Date or such later date as may be set forth herein, in any other Final Order of

this Court with respect to Added Contracts or in a written agreement between a Buyer and the

Person entitled thereto, pay to such Person the Cure Cost identified on Schedule 2.9 of the APA, or

as otherwise provided for in paragraph 24 herein, necessary to cure any and all monetary defaults

and breaches under and satisfy (or, with respect to any Assumed Liability that cannot be rendered

non-contingent and liquidated prior to the Closing Date, make effective provision reasonably

satisfactory to the Bankruptcy Court for satisfaction from funds of the Buyers) any Assumed

Liability with respect to each Assumed Contract with such Person as may be assumed by the

Sellers and assigned to the Buyers in accordance with the provisions of section 365 of the

Bankruptcy Code and the APA. The Sellers and the Buyers acknowledge and agree that each

Unsecured Liability set forth on Schedules 2.6(v) and 2.8(v) to the APA which is marked by a hash

symbol (#) does not reflect or include any Cure Costs. In cases in which the Sellers and the Buyers

are unable to establish in good faith that a default exists with respect to an Assumed Contract, the

Sellers shall require that the Bankruptcy Court determine that the relevant Cure Cost for such

Assumed Contract is $0. The payment of the applicable Cure Costs (if any) shall (a) effect a cure

of all defaults existing thereunder as of the Closing Date, (b) compensate for any actual pecuniary

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loss to such non-Debtor party resulting from such default, and (c) together with the assumption of

the Assumed Contracts by the Debtor, constitute adequate assurance of future performance thereof.

The non-Debtor party or parties to each Assumed Contract, upon receipt of their Cure Costs, if any,

are enjoined and forever barred from asserting against the Buyers, any of their affiliates or any of

the Assets: (i) any fee, default, breach, claim or pecuniary loss arising under or related to the

Assumed Contract existing as of the Closing Date or arising by reason of the Closing, and (ii) any

objection to the assumption and assignment of such non-Debtor party’s Assumed Contracts.

24.

Disputed Cure Costs. On or before the Closing Date, the Debtors shall reserve in a

segregated account sufficient funds to pay in full any disputed Cure Cost that is asserted by a non-

Debtor party to an Assumed Contract in an objection to be filed no later than [30] days after the

entry of this Order (the “Disputed Cure Costs”). The funds reserved for any given Disputed Cure

Cost may be paid (a) without further order of the Court upon the filing of a written stipulation

between the applicable Buyer, the non-Debtor party and the Creditors’ Committee resolving the

Disputed Cure Cost of said non-Debtor party or (b) pursuant to an order of this Court. If the

Debtors and the Buyers are unable to resolve any Disputed Cure Costs by December 31, 2009, a

status conference will be held at [___] (MST), or as soon thereafter as possible, regarding such

unresolved Disputed Cure Costs. Resolution, or lack thereof, of a Disputed Cure Cost shall not

prevent the Transaction from Closing.

25.

The Arena Management, Use and Lease Agreement. The Sellers are hereby

authorized and directed to enter into a Partial Lease Assignment Agreement with the Buyers,

substantially in the form attached to the APA, pursuant to which, (i) the Sellers will assign to the

Buyers, pursuant to Section 17.2 of the AMULA, all of the Sellers’ rights under the AMULA; (ii)

the Buyers will pay either to the Sellers or to the City on behalf of the Sellers, on or before the

dates such payments are due under the terms of the AMULA, all rent and other amounts payable by

the Sellers under the AMULA; and (iii) the Buyers will comply with such other obligations of the

Sellers under the AMULA as provided in the Partial Lease Assignment Agreement. The Partial

Lease Assignment Agreement shall terminate the earlier of June 30, 2010 and the date of a

Glendale Team Sale. Notwithstanding any of the provisions of the AMULA to the contrary, the

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execution, delivery and performance of the Partial Lease Assignment Agreement shall not give rise

to any default or right to terminate the AMULA, and the Buyers shall be entitled to enforce the

AMULA against any counterparty to the AMULA in the name of the Sellers, consistent with the

provisions of the Partial Lease Assignment Agreement. In addition to the amounts payable to the

City of Glendale hereunder in connection with prepetition amounts due to the City of Glendale

under the AMULA, the City of Glendale has asserted additional claims against the Estates,

including amounts arising under that certain Team Guaranty, dated January 31, 2002, in the

amount of $12,250,000.00, and additional amounts arising prepetition under the AMULA, in the

amount of $2,103,685.85. Notwithstanding anything herein or in the APA to the contrary, the City

of Glendale does not waive any of the asserted claims set forth in the immediately preceding

sentence (the “Non-Waived Claims”), and nothing herein is intended to impair or compromise the

Non-Waived Claims in any respect or the ability of any party to object to the same.

26.

The Sellers shall not seek to reject the AMULA prior to June 30, 2010 and the City

of Glendale has agreed that pursuant to the Partial Lease Assignment Agreement the Buyers may

continue to use the Arena through such date; provided, however, that the City of Glendale has

otherwise reserved all of its rights with respect to any action to reject the AMULA.

27.

Control of the Team. Effective immediately upon entry of this Order, the NHL

Commissioner, or any of the NHL Commissioner’s designees, has the sole right to operate and

control the operations of the Team.

28.

Preferred Glendale Team Sale. The Buyers are authorized to accept any Glendale

Team Sale (whether or not a Preferred Glendale Team Sale) in their sole discretion,

notwithstanding any higher or better offer or indication of interest that would result in the

relocation of the Team. No party other than the City of Glendale shall have standing to object or

otherwise challenge the Buyers’ decision to accept any Glendale Team Sale (whether or not a

Preferred Glendale Team Sale).

29.

Binding Effect of Order. This Order shall be binding upon and shall govern the

acts of all entities, including, without limitation, all filing agents, filing officers, title agents, title

companies, recorders of mortgages, recorders of deeds, administrative agencies, governmental

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departments, secretaries of state, federal, state and local officials, and all other persons and entities

who may be required by operation of law, the duties of their office or contract, to accept, file,

register or otherwise record or release any documents or instruments or who may be required to

report or insure any title or state of title in or to any of the Assets.

30.

Binding on Successors. The terms and provisions of the APA and this Order shall

be binding in all respects upon the Debtors, the Estates, all creditors of (whether known or

unknown) and holders of equity interests in, any Debtor, Buyer and their respective affiliates,

successors and assigns, and any affected third parties, including, but not limited to, all persons

asserting Interests in the Assets and all non-Debtor counterparties to the Assumed Contracts,

notwithstanding any subsequent appointment of any trustee of the Debtors under any chapter of the

Bankruptcy Code, as to which trustee(s) such terms and provisions likewise shall be binding. This

Order and the APA shall inure to the benefit of the Debtors, the Estates, their creditors, the Buyers

and their respective successors and assigns.

31.

Section 363(n) of the Bankruptcy Code. The consideration provided by the

Buyers for the Assets under the APA is fair and reasonable and may not be avoided under section

363(n) of the Bankruptcy Code.

32.

Good Faith. The Transaction is undertaken by the Buyers without collusion and in

good faith, as that term is used in section 363(m) of the Bankruptcy Code and, accordingly, the

reversal or modification on appeal of the authorization provided herein to consummate the

Transaction shall not affect the validity of the Transaction (including the assumption and

assignment of the Assumed Contracts) with the Buyers, unless such authorization is duly stayed

pending such appeal. The Buyers are good faith purchasers of the Assets and are entitled to all of

the benefits and protections afforded by section 363(m) of the Bankruptcy Code.

33.

Fair Consideration. The consideration provided by the Buyers to the Debtors

pursuant to the APA for their purchase of the Assets constitutes reasonably equivalent value and

fair consideration under the Bankruptcy Code, Uniform Fraudulent Transfer Act, Uniform

Fraudulent Conveyance Act and under the laws of the United States, any state, territory, possession

or the District of Columbia.

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34.

Retention of Jurisdiction. The Court retains jurisdiction, pursuant to its statutory

powers under 28 U.S.C. § 157(b)(2), to, among other things, interpret, implement and enforce the

terms and provisions of this Order and the APA, all amendments thereto and any waivers and

consents thereunder and each of the agreements executed in connection therewith, including, but

not limited to, retaining jurisdiction to (a) compel delivery of the Assets to the Buyers; (b) compel

delivery of the consideration provided for under the APA or performance of other obligations owed

to the Debtors; (c) interpret, implement and enforce the provisions of this Order and the APA;

(d) adjudicate, if necessary, any and all disputes concerning or relating in any way to the

Transaction; (e) protect the Buyers or the Assets from or against any Interests asserted in the Assets

or by or through the Debtors; and (f) review whether the Estates have received that to which they

are entitled under the APA when resale of the Team occurs and the Net Profit computation is made,

including, but not limited to, the determination of any relocation fee.

35.

Surrender of Possession. All entities that are presently, or on the Closing Date

may be, in possession of or have control over all of the Assets in which the Debtors hold an interest

hereby are directed to surrender possession of or control over the Assets either to (i) the Debtors

before the Closing Date, or (ii) the Buyers on the Closing Date.

36.

Fees and Expenses. Any amounts payable by the Debtors under the APA or any of

the documents delivered by the Debtors in connection with the APA shall be paid in the manner

provided in the APA without further order of this Court, shall be an allowed administrative claim

in an amount equal to such payments in accordance with sections 503(b) and 507(a)(2) of the

Bankruptcy Code, and shall not be discharged, modified or otherwise affected by any

reorganization plan for the Debtors, except by agreement with the Buyers, their successors or

assigns.

37.

Non-Material Modifications. The APA and any related agreements, documents or

other instruments may be modified, amended or supplemented by the parties thereto, in a writing

signed by such parties, and in accordance with the terms thereof, without further order of the Court,

provided that any modification, amendment or supplement does not have a material adverse effect

on the Estates.

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38.

Subsequent Plan Provisions. Nothing contained in any chapter 11 plan confirmed

in the Debtors’ cases or any order confirming any such plan or any other order in these Cases

(including any order entered after any conversion of these cases into cases under chapter 7 of the

Bankruptcy Code) shall alter, conflict with or derogate from, the provisions of the APA or this

Order.

39.

Failure to Specify Provisions. The failure specifically to include any particular

provisions of the APA in this Order shall not diminish or impair the effectiveness of such

provisions, it being the intent of the Court that the APA be authorized and approved in its entirety;

provided, however, that this Order shall govern if there is any inconsistency between the APA

(including all ancillary documents executed in connection therewith) and this Order. Likewise, all

the provisions of this Order are nonseverable and mutually dependent.

40.

No Stay of Order. Notwithstanding the provisions of Bankruptcy Rules 6004(h)

and 6006(d), this Order shall not be stayed for ten days after the entry hereof, but shall be effective

and enforceable immediately upon issuance hereof. Time is of the essence in closing the

transactions referenced herein, and the Debtors and the Buyers intend to close the Transaction as

soon as practicable. Any party objecting to this Order must exercise due diligence in filing an

appeal and pursuing a stay, or risk its appeal being foreclosed as moot.

41.

Preservation of Certain Records. The Debtors will retain or have reasonable

access to their books and records to administer their bankruptcy cases.

42.

Further Assurances. From time to time, as and when requested by any party, each

party shall execute and deliver, or cause to be executed and delivered, all such documents and

instruments and shall take, or cause to be taken, all such further or other actions as such other party

may reasonably deem necessary or desirable to consummate the Transaction, including, at the

Buyers’ expense, such actions as may be necessary to vest, perfect or confirm, or record or

otherwise, in the Buyers their right, title and interest in and to the Acquire