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Thomas J. Salerno (AZ Bar No. 007492) [email protected]
Jordan A. Kroop (AZ Bar No. 018825) [email protected]
Kelly Singer (AZ Bar No. 022024) [email protected]
SQUIRE, SANDERS & DEMPSEY L.L.P.
Two Renaissance Squire, Suite 2700
40 North Central Avenue
Phoenix, Arizona 85004-4498
(602) 528-4000

Counsel to the Debtors-In-Possession


UNITED STATES BANKRUPTCY COURT

DISTRICT OF ARIZONA



In re

DEWEY RANCH HOCKEY, LLC,

COYOTES HOLDINGS, LLC,

COYOTES HOCKEY, LLC, and

ARENA MANAGEMENT GROUP, LLC,


Debtors.


This Filing Applies to:



(cid:136)
(cid:132)

All Debtors
Specified Debtors

Coyotes Hockey LLC



Case No. 2:09-bk-09488
(Jointly Administered)

Chapter 11

AMENDED DECLARATION OF DALE
BELT REGARDING ESTIMATION OF
POTENTIAL REJECTION CLAIMS
RELATED TO GLENDALE
CONTRACTS







I, Dale Belt, declare under penalty of perjury that:

1.

I was a Managing Director of Sierra Consulting Group, LLC (“Sierra

Consulting”) located at One Renaissance Square, Two North Central Avenue, Suite 700,

Phoenix, Arizona 85004 and am now continue to work for Sierra Consulting on a contract basis.

I am a Certified Public Accountant, a Certified Turnaround Professional, and a Certified

Insolvency and Restructuring Advisor. I received a Bachelor of Science degree in Accounting

from the University of Kentucky. I have more than thirty years of experience in finance and

accounting in both public and private industry including accounting and auditing, management

PHOENIX/527667.2



consulting, financial analysis, mergers and acquisitions, bankruptcy, and construction bonding

issues. Prior to joining Sierra Consulting in 2008, I was employed at FTI Consulting, Inc. (2002

- 2008), PricewaterhouseCoopers LLP (1999 - 2002), private industry (1984 - 1999), and

Coopers & Lybrand LLP (1978 - 1984).

2.

I make this Declaration in connection with the Amended Motion Under

Bankruptcy Code Sections 105(a) and 502(c) to Estimate Claims Related to Glendale Contracts

for Purposes of Plan Distribution, filed by the Debtor contemporaneously with this Declaration

(the “Amended Motion”).1

3.

Based on my analysis of the Arena Contracts, the Expired Contracts, the

Sponsorship Agreements, the Suite Licensing Agreements, the AMULA, and the Miscellaneous

Contracts (collectively, the “Contracts”), and based on certain assumptions explained below, I

believe the Maximum Allowed Amounts of the Potential Rejection Claims related to the

Contracts should be fixed at the amounts set forth below.

The Rejection Date

4.

For purposes of this Declaration, I have assumed that the Rejection Date is June

30, 2011.2 I have also assumed that all of the Debtor’s obligations under the Glendale Contracts

have been, and will continue to be, performed by the Buyers from the Closing Date through the

Rejection Date in accordance with the transition services agreement described in section 2.14(c)

of the APA.

Capitalized terms not defined in this Declaration have the meanings given to them in the


1
Motion.
2
The National Hockey League (“NHL”) and the City of Glendale entered into the 2010-
2011 Arena Management and Operations Agreement which extends the Phoenix Coyotes’
commitment to play in Glendale during the 2010-11 NHL season. This Amended Declaration
therefore pushes out the estimated rejection date from June 30, 2010 to June 30, 2011 and
reflects corresponding changes in estimated rejection damages.

PHOENIX/527667.2

2



Arena Contracts

5.

The Arena Contracts are listed on Exhibit 2 of this Amended Declaration. To the

best of my knowledge, based on my review and discussions with Debtor’s counsel, the Debtor,

Coyotes Hockey, is not a party to any of the Arena Contracts. Accordingly, the Maximum

Allowed Amount of the Potential Rejection Claims related to the Arena Contracts should be

fixed at $0.00.

Expired Contracts

6.

The Expired Contracts are listed on Exhibit 3 of this Amended Declaration. The

term of each Expired Contract has expired, or will have expired, on or before the Rejection Date.

I have assumed, therefore, that none of the Expired Contracts will be eligible for rejection under

Bankruptcy Code § 365 on the Rejection Date. Accordingly, the Maximum Allowed Amount of

the Potential Rejection Claims related to the Expired Contracts should be fixed at $0.00.

Sponsorship Agreements

7.

The Sponsorship Agreements are listed on Exhibit 4 of this Amended

Declaration. Under the Sponsorship Agreements, the non-debtor counterparties are required to

pay the Debtor fees in exchange for certain sponsorship rights, including advertising rights at the

Arena. On the one hand, therefore, rejection of the Sponsorship Agreements entails that the

counterparties will no longer receive their sponsorship rights as of the Rejection Date. On the

other hand, however, rejection of the Sponsorship Agreements entails that the counterparties will

be relieved of their obligation to pay the Debtor the sponsorship fees that accrue on and after the

Rejection Date. Accordingly, the Maximum Allowed Amount of the Potential Rejection Claims

related to the Sponsorship Agreements should be fixed at $0.00.

Suite License Agreements

PHOENIX/527667.2

3



8.

The Suite Licensing Agreements are listed on Exhibit 5 of this Amended

Declaration. Under the Suite Licensing Agreements, the non-debtor counterparties are required

to pay the Debtor fees in exchange for the use of suites at the Arena. On the one hand, therefore,

rejection of the Suite License Agreements entails that the counterparties will no longer receive

their rights to use the suites as of the Rejection Date. On the other hand, however, rejection of

the Suite License Agreements entails that the counterparties will be relieved of their obligation

to pay the Debtor the suite licensing fees that accrue on and after the Rejection Date.

Accordingly, the Maximum Allowed Amount of the Potential Rejection Claims related to the

Suite License Agreements should be fixed at $0.00.

The AMULA

9.

Glendale Contract No. 104 is the Arena Management, Use, and Lease Agreement

dated November 29, 2001 (the “AMULA”), between the City of Glendale (the “City”), the

Debtor, Arena Management, Glendale-101 Development LLC, and Coyotes Center Development

LLC. See APA Schedule 2.14(a), Contract No. 104.3 For purposes of this Declaration, I have

assumed that:

• The Potential Rejection Claim related to the AMULA is subject to the

statutory cap set forth in Bankruptcy Code § 502(b)(6);

• The lessor has not repossessed, and no lessee has surrendered, the leased

property under the AMULA on or before the Rejection Date; and, therefore,

the Petition Date is the “earlier of” the two dates described in Bankruptcy

Code § 502(b)(6)(A);


3
Glendale Contract No. 105 is the Agreement Regarding Renewal and Replacement
Schedule (the “R&R Schedule”), which is an exhibit to the AMULA. Accordingly, I have
assumed that the City’s Potential Rejection Claim related to the R&R Schedule is subsumed

PHOENIX/527667.2

4



• The term “rent” in Bankruptcy Code § 502(b)(6) refers to the Base Team Fee

in section 9.3.1(a)(i) of the AMULA and the Additional Team Fee in section

9.3.1(b) of the AMULA; and

• There was no unpaid rent due under the AMULA as of the Petition Date; and,

therefore, the portion of the statutory cap described in Bankruptcy Code

§ 502(b)(6)(B) is $0.00.

10.

Based on those assumptions, and as set forth in more detail on Exhibit 6 of this

Amended Declaration, I calculate that the City’s Potential Rejection Claim related to the

AMULA is capped under Bankruptcy Code § 502(b)(6) at $2,555,448.00.

Miscellaneous Contracts

11.

The Miscellaneous Contracts are listed on Exhibit 7 of this Amended Declaration.

Based on my analysis, the Maximum Allowed Amounts of the Potential Rejection Claims

related to the Miscellaneous Contracts should be fixed in the amounts set forth below.



Glendale Contract No. 89

12.

Glendale Contract No. 89 is the Master Lease Agreement dated August 26, 2008,

between the Debtor and Lease Group Resources Inc. Under this contract, the Debtor leases

certain copier machines from Lease Group Resources Inc. at the rate of $14,984.71 each month

for a term of 60 months. The term of this contract expires on August 13, 2013. Accordingly, 26

future monthly installments in the total amount of $389,602.46 will remain due as of the

Rejection Date. Therefore, the Maximum Allowed Amount of the Potential Rejection Claim

related to Glendale Contract No. 89 should be fixed at $389,602.46.



Glendale Contract No. 102

(..continued)
within the Potential Rejection Claim related to the AMULA.

PHOENIX/527667.2

5



13.

Glendale Contract No. 102 is the Licensed User Agreement dated July 9, 2002, as

amended by the Amendment to Licensed User Agreement dated July 1, 2008, and as further

amended by the Letter dated July 13, 2009, between Ticketmaster LLC, the Debtor, and Arena

Management (collectively, the “Licensed User Agreement”).

14.

Under the Licensed User Agreement, Ticketmaster is entitled to receive certain

proceeds from the sale of tickets for events held at the Arena. The term of the Licensed User

Agreements expires on July 31, 2012. For purposes of this Amended Declaration, I have

assumed that the Potential Rejection Claim related to the Licensed User Agreement is equal to

Ticketmaster’s estimated lost profits over the remaining 13 months of the contract as of the

Rejection Date. Accordingly, as set forth in more detail on Exhibit 9 of this Amended

Declaration, the Maximum Allowed Amount of the Potential Rejection Claim related to the

Licensed User Agreement should be fixed at $900,224.00.



Glendale Contract No. 106

15.

Glendale Contract No. 106 is the Catering & Concession Agreement dated July

24, 2003 (the “C&C Agreement”), between the Debtor, Arena Management, Arena

Development LLC, and Aramark Sports and Entertainment Services Inc. (“Aramark”). The

term of the C&C Agreement expires on June 30, 2020. Section 14(e) of the C&C Agreement

states that the Debtor is obligated to pay Aramark a single, lump-sum payment upon early

termination of the agreement (the “Termination Payment”).

16.

The Termination Payment allegedly consists of an $8 million capital grant plus

certain other costs, which decrease monthly based on the amortization schedules set forth in

section 14(e) the C&C Agreement. My understanding is that Aramark has alleged that the

contingent Termination Payment decreased to approximately $5,095,022.00 as of August 14,

PHOENIX/527667.2

6



2009. Accordingly, as set forth in more detail in Exhibit 10 attached to this Amended

Declaration, I estimate that the Termination Payment, due to additional amortization over time,

will have decreased further to approximately $4,000,000.00 as of the Rejection Date. The

Maximum Allowed Amount of the Potential Rejection Claim related to Glendale Contract No.

106, therefore, should be fixed at $4,000,000.00.



Glendale Contract No. 120

17.

Glendale Contract No. 120 is the Trademark License Agreement dated June 1,

1998, between Coyotes Ice LLC and the Debtor as successor to BG Hockey Ventures LP (the

“Trade License Agreement”), as amended by the Settlement Agreement and Amendment to

Trade License Agreement dated December 4, 2002 (the “Settlement Agreement”). Under the

Settlement Agreement, the Debtor agreed to pay Coyotes Ice LLC $40,000.00 each year

commencing with the 2004-05 hockey season and continuing each year thereafter through the

2012-13 hockey season. Accordingly, rejection of the Trade License Agreement (as amended by

the Settlement Agreement) as of the Rejection Date may result in a Potential Rejection Claim of

no more than $80,000.00 (i.e., $40,000 each year for the 2011-12 and 2012-13 hockey seasons).

The Maximum Allowed Amount of the Potential Rejection Claim related to Glendale Contract

No. 120, therefore, should be fixed at $80,000.00.



Glendale Contract No. 130

18.

Glendale Contract No. 130 is the Concession License Agreement dated November

6, 2003, as amended by the First Amendment dated July 1, 2006, between the Debtor and

Facilities Merchandising, Inc. (the “Concession License Agreement”). Under the Concession

License Agreement, Facilities Merchandising is entitled to receive commissions based on the

sale of merchandise at the Arena.

PHOENIX/527667.2

7



19.

For purposes of this Amended Declaration, I have assumed that the Potential

Rejection Claim related

to

the Concession License Agreement

is equal

to Facility

Merchandising’s estimated lost profits over the remaining term of the contract as of the

Rejection Date. Accordingly, as set forth in more detail on Exhibit 11 of this Amended

Declaration, the Maximum Allowed Amount of the Potential Rejection Claim related to the

Concession License Agreement should be fixed at $319,219.00.





I declare under penalty of perjury that the foregoing is true and correct.


Executed on: August 25, 2010

By:



/s/ Dale Belt
Dale Belt
Managing Director, Sierra Consulting Group













PHOENIX/527667.2

8

Exhibit 1

(APA Schedule 2.14(a))







PHOENIX/527667.2

EXHIBIT 2: ARENA CONTRACTS
Non-Debtor Party

Contract

Maximum Allowed

Amount

Jobing.com, LLC

Climatec Building Technology

Group

Climatec Building Technology

Group

Daktronics Inc.

International Chemtex

Corporation

Kone Inc.

LandCorp Property
Maintenance Inc.

NRG Services Southwest Inc.

Lawns by Less LLC

Cirque du Soleil America Inc.

Premier Marketing Inc.

Live Nation Worldwide Inc.

AEG Live Productions LLC

Description5
Naming Rights

Agreement

Service Agreement

Fire Alarm Test &
Inspect Proposal

Services Agreement

Water Services

Agreement
Maintenance
Agreement

Agreement for

Services

Stagehand Services

Agreement
Bid Packages
Event License
Agreement
Event License
Agreement (Sean

Hannity)

Event License

Agreement (Jonas

Brothers)

Event License

Agreement (Miley

Cyrus)





Contract
Number4

19

83

84

85

86

87

88

91

90

92

93

94

95

96

97

98

99

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

AEG Live Productions LLC

Event License

Agreement (Pink)

AEG Live Productions LLC

Event License

Agreement (Wisin

Y Yandel)

Knights of Columbus Inc.
Truly Every Assignment

Matters (T.E.A.M.)

Rental Agreement
Staffing Services

Agreement


4 The “Contract Number” is the number associated with the contract as set forth on Schedule
2.14(a) of the APA.
5 See APA Schedule 2.14(a) for a detailed description of the contract.

PHOENIX/527667.2



Contract
Number4

103

107

110

116

127

EXHIBIT 2: ARENA CONTRACTS
Non-Debtor Party

Contract

Description5

Maximum Allowed

Amount

Live Nation (as successor to

Clear Channel

Communications Inc.)

AEG Facilities Inc.

Epic Consulting Inc. d/b/a

Epic Valet

Jim Foss

Lakewood Church Inc.

Clear Channel and
Glendale Arena
(n/k/a Jobing.com
Arena) Term Sheet

Venue Support

Service Agreement

Valet Parking

Services Agreement

Employment
Agreement6
Event License
Agreement

$0.00

$0.00

$0.00

$0.00

$0.00


6 This contract is also an Expired Contract. See Exhibit 3.

PHOENIX/527667.2



Contract
Number7

20

22

25

26

27

30

32

33
34

35

36

39

40

41

42

43

EXHIBIT 3: EXPIRED CONTRACTS

Non-Debtor Party

Contract Description8

Atomic Pest Control LLC
Benson Security Systems

Inc.

Comerica Bank

Danny’s Family Companies

LLC

Letter Agreement
Sponsorship Letter

Agreement

Letter Agreement

Letter Agreement

Delta Dental of Arizona

Letter Agreement

Contract

Expiration Date

06/30/2010

06/30/2010

06/30/2010

06/30/2010

06/30/2010

Galardi Group Franchise &

Leasing LLC

Government Employees

Insurance Company
Heritage Graphics Inc.

RideNow Management LLC

Salt River Project

Agricultural Improvement

and Power District

Vemma Nutrition Company

Southwest Water

Conditioning Inc d/b/a

Culligan

Peoria Polar LLC, Chandler

Polar LLC, and Gilbert

Polar LLC

Cigna Corporation

CMG Enterprises Inc.

Dreyer’s Grand Ice Cream

Inc.

Letter Agreement

06/30/20109

Letter Agreement

Letter Agreement
Letter Agreement

06/30/2010

06/30/2010
06/30/2010

Letter Agreement

06/30/2010

Letter Agreement
Agreement for
Sponsorship and

Promotion

Sponsorship
Agreement

Agreement for
Sponsorship and

Promotion

Letter Agreement

Letter Agreement

06/30/2010

06/30/2010

06/30/2011

06/30/2010

06/30/2010

06/30/2010

Maximum Allowed

Amount
$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00
$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00


7 The “Contract Number” is the number associated with the contract as set forth on Schedule
2.14(a) of the APA.
8 See APA Schedule 2.14(a) for a detailed description of the contract.
9 As originally drafted, the term of this contract ends on June 30, 2010. However, the parties
terminated this contract on November 2, 2009, by mutual consent, pursuant to a Termination
Agreement dated November 2, 2009. The Debtor has been informed by counsel to the National
Hockey League that this contract may have an expiration date of June 30, 2012. For purposes of
the Amended Motion, the classification of this contract as an Expired Contract has no economic
impact as the estimated Maximum Allowed Claim amount for this contract under any
classification is $0.00.

PHOENIX/527667.2



Contract
Number7

44

45
46

47

48

49

55

58

60

61

62

63

EXHIBIT 3: EXPIRED CONTRACTS

Non-Debtor Party

Contract Description8

Contract

Expiration Date

Maximum Allowed

Amount

Oggi’s Pizza & Brewing

Co.

Classic Foods Inc.
Unifirst Corporation

Heineken USA Inc. d/b/a

Heineken

Don Sanderson Ford, Inc.

Selectbuild Arizona, LLC

Honeywell International,

Inc.

Kiewit Western Co.

Perini Building Company,

LLC

Phelps Dodge Corporation

VHS Acquisition Subsidiary

No. 8 Inc. d/b/a Abrazo

Region Services

WDG Enterprises, Inc.

Sponsorship
Agreement

Letter Agreement
Letter Agreement

Sponsorship
Agreement

Amended and Restated

Suite License
Agreement

Amended and Restated

Suite License
Agreement
Suite License
Agreement

Amended and Restated

Suite License
Agreement
Suite License
Agreement
Suite License
Agreement

Suite License
Agreement

Suite License
Agreement

06/30/2011

06/30/2010
06/30/2010

09/15/2010

06/30/2011

07/10/200910

06/30/2011

07/01/201111

06/30/2011

09/14/2009

05/31/201012

06/30/2011

$0.00

$0.00
$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00


10 Selectbuild Arizona, LLC and affiliated entities filed for Chapter 11 bankruptcy protection in
the United States Bankruptcy Court for the District of Delaware on June 16, 2009 (Case No. 09-
12074, jointly administered). The Delaware Bankruptcy Court approved Selectbuild Arizona
LLC’s motion to reject this contract under Bankruptcy Code § 365 effective as of July 10, 2009.
See http://www.bmchrestructuring.com.
11 The Debtor has been informed by counsel to the National Hockey League that this contract
may have an expiration date of July 31, 2011. For purposes of the Amended Motion, the
classification of this contract as an Expired Contract rather than a Suite License Agreement has
no economic impact as the estimated Maximum Allowed Claim amount under either
classification is $0.00.
12 The Debtor has been informed by counsel to the National Hockey League that this contract
may have an expiration date of June 30, 2011. For purposes of the Amended Motion, the
classification of this contract as an Expired Contract rather than a Suite License Agreement has
no economic impact as the estimated Maximum Allowed Claim amount under either
classification is $0.00.

PHOENIX/527667.2



Contract
Number7

64

66

68

69

70

72

74

75

76

80

81

82

100

101

108

109

111

112

EXHIBIT 3: EXPIRED CONTRACTS

Non-Debtor Party

Contract Description8

Contract

Expiration Date

Maximum Allowed

Amount

Evans Overhead Door LLC

Lawns By Les LLC

Adolfson & Peterson, Inc.

Clareity Ventures Inc.

Lerner & Rowe P.C.

Wells Fargo Bank, National

Association

Ed Jovanovski

Godaddy.com

The Silverleaf Club LLC

Positive Impact
Investments, LLC

Derek Morris

Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement

LandCorp Property
Maintenance I, Inc.

Loge Suite License

Agreement

BSA Business Solutions
Inc. (f/k/a Ricoh Americas

Corp. - Arizona)

BSA Business Solutions
Inc. (f/k/a Ricoh Americas

Corp. - Arizona

Capstar Radio Operating

Co.

Fox Sports Net Arizona

LLC

John Browne

Bob Heethius

09/30/2009

09/26/2009

07/31/2010

11/22/2009

04/30/2010

06/30/2010

08/31/2009

11/06/.2009

05/31/2010

01/07/2011

09/14/2009

09/01/2010

04/19/2010

04/19/2010

Value Lease
Agreement

Value Lease
Agreement13

Radio Agreement

6/30/2010

Letter Agreement

06/30/201014

Employment
Agreement
Employment
Agreement

01/01/2010

06/30/2010

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00


13 Contract Nos. 100 and 101 are duplicates.
14 The term of the contract is eleven NHL seasons, beginning with the 1998-99 season.

PHOENIX/527667.2



Contract
Number7

113

114

115

116

121

122

123

124

125

126

128

129

143

EXHIBIT 3: EXPIRED CONTRACTS

Non-Debtor Party

Contract Description8

Contract

Expiration Date

Maximum Allowed

Amount

Employment
Agreement

Amendment and

Extension
Employment
Agreement
Employment
Agreement
Employment
Agreement15

12/31/2010

01/30/2010

06/28/2010

03/12/2010

Letter of Agreement

04/13/2009

Douglas Moss

Mike Nealy

Dave Strader

Jim Foss

Creative Artists Agency

LLC

Cox Media

Sponsorship
Agreement

Coyotes Ice LLC

Services Agreement

Michael Bucek

Darren Pang

Flying Chandler Sports LLC

Grant Fuhr

Stubhub, Inc.

Sharp Electronics

Employment
Agreement
Employment
Agreement
Player Loan
Agreement
Employment
Agreement

Sponsorship Letter of

Agreement
Sponsorship
Agreement

06/30/2011
05/30/201016

06/30/2010

6/30/11

06/30/2010

06/30/2010

06/30/2011

06/30/2013

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00


15 This contract is also an Arena Contract. See Exhibit 2.
16 The Debtor has been informed by counsel to the National Hockey League that this contract
may have an expiration date later than May 30, 2010. For purposes of the Amended Motion, the
classification of this contract as an Expired Contract has no economic impact as the estimated
Maximum Allowed Claim for this contract amount under any classification is $0.00.

PHOENIX/527667.2



EXHIBIT 4: SPONSORSHIP AGREEMENTS

Contract
Number17

Non-Debtor Party

21

23

24

28

29

31

37

38



AT&T Operations Inc.

Sharp Electronics

Corporation

Valley Toyota Dealer

Associations Inc.

Desert Schools Federal

Credit Union

Diamond Resorts
International LLC
Gila River Gaming

Enterprises Inc.

Waste Management of

Arizona Inc.

Bottling Group LLC d/b/a
The Pepsi Bottling Group

Contract

Description18
Sponsorship
Agreement
Sponsorship
Agreement
Sponsorship
Agreement
Sponsorship
Agreement
Sponsorship
Agreement
Sponsorship
Agreement
Sponsorship
Agreement
Sponsorship
Agreement

Contract

Expiration Date
06/30/201319

06/30/2013

06/30/2013

06/30/2012

06/30/2012

06/30/201220

06/30/2012

06/30/2012

Maximum Allowed

Amount

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00


17 The “Contract Number” is the number associated with the contract as set forth on Schedule
2.14(a) of the APA.
18 See APA Schedule 2.14(a) for a detailed description of the contract.
19 The Debtor has been informed by counsel to the National Hockey League that this contract
may have an expiration date of June 30, 2011. For purposes of the Amended Motion, the
classification of this contract as a Sponsorship Agreement rather than an Expired Contract has no
economic impact as the estimated Maximum Allowed Claim amount under either classification
is $0.00.
20 The Debtor has been informed by counsel to the National Hockey League that this contract
may have an expiration date of June 30, 2010. For purposes of the Amended Motion, the
classification of this contract as a Sponsorship Agreement rather than an Expired Contract has no
economic impact as the estimated Maximum Allowed Claim amount under either classification
is $0.00.

PHOENIX/527667.2



EXHIBIT 5: SUITE LICENSE AGREEMENTS

Contract
Number21

Non-Debtor Party

Contract

Description22

Contract

Expiration Date

Maximum Allowed

Amount

50

51

52

53

54

56

57

59

65

67

71

73

77

78

79

Kabuto Arizona Properties,

L.L.C.

CB Richard Ellis, Inc.

Arena Partners LLC

B&B Holdings, Inc.

Desert Schools Federal

Credit Union

Inhouse Assist, LLC

Jobing.com LLC

Jerry Dailey

Bottling Group, LLC d/b/a
The Pepsi Bottling Group
Waste Management of

Arizona, Inc.

Avnet, Inc.

Shane Doan

Pleiades Real Estate
Investments, LLC

Parris & Parris, PLC

4 Horsemen Transportation

Inc.

Agreement

Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement
Suite License
Agreement

Amended and Restated

Suite License
Agreement
Suite License
Agreement

12/31/2013

03/17/2012

01/18/2017

09/19/2011

06/30/2012

10/31/2014

10/31/2016

01/20/2012

06/30/2012

06/30/2012

06/30/2013

08/31/2012

06/30/2012

12/25/2014

11/22/2011

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00


21 The “Contract Number” is the number associated with the contract as set forth on Schedule
2.14(a) of the APA.
22 See APA Schedule 2.14(a) for a detailed description of the contract.

PHOENIX/527667.2



EXHIBIT 7: WESTGATE CONTRACTS

Contract
Number23

Contract Description24

1

2

3
4

5

6

7

8

9
10

11

12
13
14
15

16

17
18
117
118

119

131

132
133
134
135

Partition and Sale Agreement
Amended and Restated Agreement in Respect of Parking
and Mixed-Use Development Agreement
Agreement for the Replacement of Temporary Parking
Declaration of Easements
Master Declaration of Easements, Covenants, Conditions
and Restrictions for Westgate
Common Operation and Reciprocal Easement Agreement
for the Village Retail District at Westgage
Common Operation and Reciprocal Easement Agreement
for the Village Retail District at Westgage
Common Operation and Reciprocal Easement Agreement
for the Destination Retail District
Nondisturbance and Attornment Agreement
Parking Replacement Agreement
Revised and Restated Parking Use License and Easement
Agreement
Reassignment and Assumption Agreement
Safety and Security Agreement
Consolidated Trailing Agreement
Sponsorship and Marketing Cooperation Agreement
Team Guaranty Undertaking and Indemnification
Agreement
Agreement
Assignment and Assumption Agreement
Office Lease
Office Lease
Agreement of Purchase and Sale and Joint Escrow
Instructions
Agreement in Respect of Parking and Mixed-Use
Development Agreement
Memorandum of Agreement
Lots 7 and 14A Temporary Parking License Agreement
Media Tower Lease Agreement
Parking Use License and Easement Agreement

Maximum Allowed

Amount

To be determined

To be determined

To be determined
To be determined

To be determined

To be determined

To be determined

To be determined

To be determined
To be determined

To be determined

To be determined
To be determined
To be determined
To be determined

To be determined

To be determined
To be determined
To be determined
To be determined

To be determined

To be determined

To be determined
To be determined
To be determined
To be determined


23 The “Contract Number” is the number associated with the contract as set forth on Schedule
2.14(a) of the APA.
24 See APA Schedule 2.14(a) for a detailed description of the contract.

PHOENIX/527667.2



EXHIBIT 7: WESTGATE CONTRACTS

Contract
Number23

Contract Description24

136
137
138
139

140

141

142

Partial Re-Assignment and Assumption Agreement
Recognition and Non-Disturbance Agreement
Team Guaranty
Assignment and Assumption Agreement
Deed of Trust, Security Agreement, Assignment of Rents
and Leases and Fixture Filing
Recognition and Non-Disturbance Agreement
First American Title Insurance Company Construction
Disbursement Escrow Agreement

Maximum Allowed

Amount

To be determined
To be determined
To be determined
To be determined

To be determined

To be determined

To be determined

PHOENIX/527667.2



EXHIBIT 8: MISCELLANEOUS CONTRACTS

Contract
Number25

Non-Debtor Party

Lease Group Resources

Ticketmaster

89

102

106

120

130



Contract

Description26
Master Lease
Agreement
License User
Agreement

Contract

Expiration Date

Maximum Allowed

Amount

08/28/2013

$569,419.00

07/31/2012

$1,731,200.00

06/30/2020

$4,533,333.00

06/01/2013

06/30/2012

$120,000.00

$682,437.00

Aramark Sports &

Entertainment Services

Catering & Concession

Agreement

Coyotes Ice

Trademark License

Agreement

Facility Merchandising, Inc. Concession Licensing

Agreement


25 The “Contract Number” is the number associated with the contract as set forth on Schedule
2.14(a) of the APA.
26 See APA Schedule 2.14(a) for a detailed description of the contract.

PHOENIX/527667.2