aI -I

-il!{-Hec + ol.] E ; J (J I XI ,EI3I J d ;JI O

|

l.eI 3i-I i+I g5EL Es

"JjinI ?,!alJdi:

L!o|

)rt.lsl'.loB

r>5t

I ONl:RI +I 3s5EJ * i Fodr u g XI iIaIJd;JI oI

v.br 4e I r:.1-{ I d9o, I d-9o3lqi5vio!g;oOr>!

_ |

I ONI .els| /+lgt"i3=ir-JjisI t,i!aI J

".I-I lo|

| @oI c9I Jr l.| 2+lt"i3sI ;'iohXi Et ^:J O g Yt t ,:rj|

g| @.I 9I s-I uiQoI d-H9I eYq +

"

jjisI ?iIa| d )i:I OdI .!oI

I .lsRI >'I .tI sEE

o: s ":r I

': Fi

I r8iaI J..I-I o

v.r1

-1 I .'

-

I ui9o,llde

=lqiL/ J O 11 Xoo,>5!;-

I ?i3-

I J o !-c)l 3F,-1 I -lot i

o

I

2

J

4

5

6

7

I9

10

llt2

13

t4

l5t6l7l8t920

2I22

23

24

25

26

27

28

48. The Agreement between Plaintiffs and the City is a valid, binding, andenforceable contract.

49. The City has breached the Agreement by the City Council voting, andauthorizing its Acting City Manager and City Attorney, to cancel the Agreement.

50. The City's failure to comply with the Agreement, including the Council voteof June 10,2015, has caused, is causing, and will continue to cause substantial and

irreparable harm to Plaintiffs in multiple respects that cannot be adequately addressed by

damages, including without limitation, the following:

a. Harm to Plaintiffs' reputation, brand, and exposure;

b. Harm to Plaintiffs' goodwill and reputation;c. Harm to the continued viability and stability of the hockey team;

d. Harm to the hockey team's competitive standing within the NHL;e. Harm to the Coyotes' ability to schedule and promote home games

for the 2015-16 NHL hockey season;

f. Harm to Plaintiffs' ability to maintain and attract fans, players, staff,sponsors, ticket holders, and vendors;

g. Interference with events, such as the2015-2016 NHL Regular SeasonSchedule, concerts, and other events abeady scheduled and booked

by Plaintiffs;

h. Harm to Plaintiffs' relationships with sponsors;i. Harm to Plaintiffs' ability to bid to host the International Ice Hockey

Federation's World Junior Championship; and

j. Harm to Plaintiffs' ability to attract and book new events for theArena.

No adequate remedy at law exists that can adequately compensate Plaintiffs for these

harms. Accordingly, Plaintiffs are entitled to equitable relief in the form of injunctiverelief, and specific performance of the Agreement.

-10-

3l5s| /+I ci9oI l{oHPoi Et d^IJ + i ;J (-) g Y6I >E;QI

I @n

| l-iI o9oI lloHPo q

"^l*;J (J g I >tiI

r r:tr | !.

< I Ei9 | e5>i:uJO11 X6oOr>EI

| -

.9r ::l s-{ I ki9'H I a-9o> I o33>tt:ElroO r >ii-

I foU-i

I - o l"ol 3r.-1 I .loV)' T"

o

1

2

3

4

5

6

7

I9

10

11

l2t3

T4

15

I6

t7

18

T9

20

2t

22

23

24

25

26

27

28

No adequate remedy at law exists that can adequately compensate Plaintiffs for these

harms. Accordingly, Plaintif are entitled to equitable relief in the form of injunctiverelief and specific performance of the Agreement.

64. Although Plaintiffs will eventually seek to recover from the City all of theirdamages (estimated in excess of $200,000,000), due to the emergency nature of thematter, Plaintif, at this time, only seek equitable relief as a result of the City's breach ofcontract and other wrongful acts, including Plaintiffs' requests for a temporary restraining

order, preliminary injunction, permanent injunction, and specific performance.65. Plaintif are entitled to recover attorneys' fees, costs, and expenses,

pursuant to A.R.S. $ 12-341.01 and Section 24.16 of the Agreement.F'IFTH CAUSE OF ACTION

(Injunctive Relief)(Against All Defendants)

66. Plaintiffs hereby incorporate by reference the preceding paragraphs as iffully set forth herein.

67 . Defendants can only cancel the Agreement under A.R.S. $ 38-51 l(A) if Mr.Tindall, or other employees of Plaintiffs, were "significantly involved in initiating,

negotiating, securing, drafting, or creating the fAgreement] on behalf of [the City] . . ."68. Defendants failed to provide any evidence showing that Mr. Tindall, or

other employee of the Coyotes, was "significantly involved" in the initiating, negotiating,

securing, drafting, or creating the Agreement.

69. Plaintiffs are unaware of any of their employees who were significantlyinvolved in initiating, negotiating, securing, drafting, or creating the Agreement.

70. As a result, A.R.S. $ 38-51 I does not authorize the City (a) to cancel theAgreement, or (b) effectuate the cancellation of the Agreement.

71. The City's failure to comply with the Agreement, including the Council voteof June I0,2015, has caused, is causing, and will continue to cause substantial and

-14-

o)l -1 I ir!

-.( I ei9o,ldeo>, r 93g>rHiEiufoEgQO>fEa

-

I ?oig- I " ".x-ol F1 I .!ov)' l"

o

I

2aJ

4

5

6

7

I9

10

11

t2

13

t4

15

t6t7

l8t9

20

2l22

23

24

25

26

27

28

irreparable harm to Plaintiffs in multiple respects that cannot be adequately addressed by

damages, including without limitation, the following:

a, Harm to Plaintif' reputation, brand, and exposure;b. Harm to Plaintif' goodwill and reputation;c. Harm to the continued viability and stability of the hockey team;d. Harm to the hockey team's competitive standing within the NHL;e. Harm to the Coyotes' ability to schedule and promote home games

for the 2015-16NHL hockey season;f. Harm to Plaintiffs' ability to maintain and altract fans, players, staff,

sponsors, ticket holders, and vendors;

g. Interference with events, such as the 2015-2016 NHL Regular SeasonSchedule, concerts, and other events already scheduled and booked

by Plaintiffs;

h. Harm to Plaintiffs' relationships with sponsors;i. Harm to Plaintif' ability to bid to host the International Ice Hockey

Federation's World Junior Championship; andj. Harm to Plaintiffs' ability to attract and book new events for the

Arena.

No adequate remedy atlaw exists that can adequately compensate Plaintif for theseharms. Accordingly, Plaintiffs are entitled to equitable relief in the form of injunctiverelief, and specific performance of the Agreement.

72. Accordingly, this Court should preliminarily and permanently enjoin andrestrain Defendants from carrying out any further steps to cancel the Agreement.

73. Plaintiffs are entitled to recover attorneys' fees, costs, and expenses,pursuant to A.R.S. 12-341.01 and Section 24.16 of the Agreement.

-15-

l isHl ji-

I ui9otrl I -9o> | 9j3i*'-iivlo!gxQ t >Ei1

-l\v^6-i

I J d -O I 3t-1 Llo,/)' T'

o

I

2

J

4

5

6

7

I9

10

l1

T2

13

t4

15

t6

t7

18

T9

20

2l22

23

24

25

26

27

28

SIXTH CAUSE OF ACTION(Declaratory Relief)

(Against All Defendants)74. Plaintiffs hereby incorporate by reference the preceding paragraphs as if

fully set forth herein.

75, Plaintiffs seek a declaratory judgment pursuant to the Uniform DeclaratoryJudgment Act, A.R.S. $$ 12-1831 et seq.

76, For the reasons set forth above, Plaintiffs are entitled to and request aj udici al determination and declaratory j udgment that:

a. Neither Mr. Tindall, nor any other employee of Plaintiffs was"significantly involved in initiating, negotiating, securing, drafting or creating the contract

on behalf of [the City] . . .";b. Even if Mr. Tindall was significantly involved in initiating,

negotiating, securing, drafting, or creating the Agreement, Defendants waived their ability

to claim that any conflict of interest associated with Mr. Tindall cancels the Agreement by

virtue of the fact that in the Severance Agreement with Mr. Tindall, "[t]he City, withinformed consent from its attorneys . . . waive[d] any conflict of [Mr. Tindall] regardingtransactional matters previously handled by Employee for the City;"

c. Defendants waived its rights under A.R.S. $ 38-511 because theywaited in excess of nineteen (19) months after Mr. Tindall started working for Plaintiffs toinvoke A.R.S. $ 38-511 as an alleged justification to cancel the Agreement;

d. Defendants abused their discretion in approving the cancellation ofthe Agreement or agreeing to cancel the Agreement;

e. Defendants denied Plaintiffs due process and provided unreasonablenotice of the June 10, 2015 Special Voting Meeting;

f. The vote to approve and authorizethe cancellation of the Agreementis null and void and of no effect; and

-16-

0)l : I sf.l-

I o9o,- I O_Yo>, | 933> 1r: !v5og3;oo , > ;

_ I ?ig

br 'l >i

-{ I d9,ldeo3lvfo!9oOr>I=

I 5:sO I 3EF4 I .:oU)' T"6

1

2

aJ

4

5

6

7

8

9

l0l1

t2

13

T4

15

T6

t7

18

t9

20

2T

22

23

24

25

26

27

28

and (b) provided unreasonable notice of the June 10, 2015 SpecialVoting Meeting;

d. The vote to approve and authorize the cancellation of the Agreementis null and void and of no effect; and

e. Any notice of cancellation of the Agreement arising out of the June10, 2015 Special Voting Meeting or based on A.R.S. $ 38-51 I is nulland void and of no effect.

D. Reasonable costs and attorneys' fees pursuant to any and all applicable legalauthority; and

E. Such other and further relief as this Court deems just and proper under thecircumstances.

DATED this 12th day of June, 2015.

SNELL & WILMER r.r.p.

By tJames R. CondoPatricia Lee RefoAdam E. LangOne Arizona Center400 E. Van BurenPhoenix, AZ 85004-2202Attorneys for Plaintif

-18-

vI @crI .eI sl-iI o9oI 8gEo Et

'^i!nI > i-:iI

EXHIBIT A

t TITY TLfiKORIGI$AL

c-841904t0u2013

SEVERANCE AGREEMENTTHIS AGREEMENT made this First day of April, 2013, by and between Craig D.

Tindall ("Employee") and the City of Glendale, an Arizona municipal corporation ("City"),which will be in effect as of the date of approval by the City Council.

RncumA. Employee was appointed f City Council and serve

b. The City's obligation to continue Employee's compensation and benefrts throughthe Separation Date is independent of any other right or obligation set forth hcreinand may not be diminished or terminated at any time.

3' On July 7,2013, City will remit for the benefit of Employee deferred compensation equalto 521,787.00, which will be paid and benefit Employee consistent with the manner inwhich the City has previously paid Employee's deferred compensation.

4. Within five business days of the date of this Agreement, City will pay to Employee forother benefits due the amount of $5,250.00 and Employee will retain his cell phone andphone number.

5. On thc Separation Date, Ernployee will be paid for personal time, and accrued vacationand sick leave as of the Separation Date, but in no event less than $48,097.29 ("AccruedBenefits Payment").

a, At Employce's option, Employee may retire from the City as of the SeparationDate, in which case City will deposit tax-free the Accrued Benefits Payment intoa Retiree Health Savings Account established for the benefit of Employee andadministered consistent with the City's polioies and other applicable regulationsgoverning the City's Retiree Health Savings Accounts.

b. Should Employee choose to retire from the City as of the Separation Date,Employee will have all the rights and benefits of other City retirees.

c, Notwithstanding $ 5(a), Employee may choose to retire but have the amount duefor personal time, $8,202.16, paid directly to employee and the remainder of theAccrued Benefits Payment deposited by the City into a Retiree Health SavingsAccount established for the benefit of Employee.

6. The City, with informed consent from its attomeys, hereby waives any conflict ofEmployee or a law firm with which Employee may become affiliated regardingtransactional matters previously handled by Employee for the City.

7. The City and Employee, as consideration for this Agreement, hereby mutually releaseeach other from any and all claims, causes of action, complaint(s), charge(s) ordemand(s) related to Employee's service to the City. This release is not intended toaffect, diminish or eliminate (nor are the following enumerations intended to create orincrease):

a. any right or claim Employee may have in relation to payments or benefitsprovided, or to be paid or provided, by the City to Employee pursuant to the termsof this Agreement;

b. any right or claim Employee may have under the terms of any health insurancepolicy or health insurance contribution right. under COBRA; or

c. any vcsted rights Employee may have under any retirement or defcrredcompensation plan.

8. No Council guideline or City policy, rule, regulation, or procedure will be deemed topreclude a Council Member or other employee of the City providing Employee with a

2

recommendation related to Employee's service for the City.9. The Effective Date of this Agreement shall be the date of approval by City Council. The

City Manager upon Council authorization shall execute and return a fully executedAgreernent to Employee within two business days of approval by the Council,

10. Upon the Effective Date of this Agreement, the City Manager shall issue a press releaseconcerning Employec as set forth at Attachment A.

11. In the event an asserted breach of this Agreement by Employee, the City may only seekspecific performance of $1 and waives any right of termination of this Agreement, offset,or monetary damages.

12. In the event of any controversy, claim or dispute between or among the parties arisingfrom or relating to this Agreement, the prevailing party or parties will be entitled torecover reasonable costs, expenses, court costs, expert witness fees, litigation-relatedexpenses and attorneys' fees.

13, This Agreement may only be modified or altered by a subsequent writing to be signed byall parties.

IN WITNESS WIIEREOF, the parties have hereunto set their hands to be effective as of theEffective Date,

Employee:

Craig D. Tindall

City:an Arizona municipal corporation

City Manager

Pam City Clerk Attorney

3

Attachment APRESS RELEASE:

Craig Tindall has resigned as City Attomey of the City of Glendale and will serve theCity as Special Counsel for the next six months. His continued service will assist the City as ittransitions several major issues requiring complex legal guidance to a new City Attorney.

Mr. Tindall has been City Attorney since February 2005 and served as Acting CityAttorney for many months prior to that date. During this period, Mr. Tindall provided theleadership and legal guidance that was critical during a time of dynamic change for the City.Through his efforts, the City has entered into several major public-private partnerships necessaryfor the development of major infrastructure and facilities that provide benef,icial amenities andenhancement not just to the City, but the state and region as well. As a result of Mr. Tindallexcellent skills and dedicated service, the City has received international acclaim.

The City of Glendale thanks Mr. Tindall for his many years of service to it and itscitizens and wishes him wcll as he pursues new opportunities.

4

EXHIBIT B

When recoded, ieturri to:

City ClerkCity of Glendale5850 West Glendale AvenueGlendale, Arizona 85301

CIY CTERKORIGINAT

c-8s320710812013

PROF'ES SIONAL MANAGEMENT SERVICES

AND ARENA LEASE AGREEMENTby and among

CITY OF' GLENDALE,an Arizona municipal oorporation (the "City')

and

rcEARrzoNA MANAGER CO., LLC,a Delaware limited liability company (the "Arena Manager")

and

ICEARTZONA HOCKEY CO., LLC,a Delaware limited liability company (the "Team Owner")

Dated as ofJuly 8,2013

t73t9,L6.14

TABLE OF'CONTENTS

Page

I. STATEMENT OF INTENT; DEFINITIONS; INTERPRETATION ...........,,41.1 STATEMENT OF INTENT.........,.1.2 Denitions1.3 Terms...,.... 2t

2- PARTY REPRESENTATTVES 222.1 City Representative... 222.2 Arena Manager Representative 22

22

.4

5

2.3 Team Owner Representative ..............3 TERM.......

3.1 Binding Effect; ClosingDate .3,2 Renewal

..233.3 Early Termination by fuena Manager/Team Owner .......23

4. ARENA MANAGER .,,.,...24

4.1 Engagemnt of Arena Manager.... .............,.24

.23

.23

5

4.2 CompliancewithManagementPerformance StandadsDEMISE OF ARENA A{D USE RIGHTS....5.1 Demise ofArena....5.2 Grant of Use Rights5.3 Compliance with Law....,

6. LEASEHOLD INTEREST

,24

.25

.25

.26

6.1

6.2

6.3

6.4

6.5

6.6

6.7

6.8

6.9

..26

26Lease of Exclusive Team Spaces....... 26Sublease of Exclusive Team Spaces....... ......27Further Sublease Agreements .........,............. .28Rights and Obligations of Team Owner as SubtenantTeam Sales

Base Rent.. 29T

TABLE OX'CONItsNTS(continued)

Page

7. LICENSES 30

7.2 Negotiations.,. 30..30

7.4 Execution and Performance.............30

7.6 CityRevenue Events .....7.7 Enforcement of Licenses7.8 Collection and Allocation of Revenues................

8.2 Management and Operation of Parking8.3 Event Requirements.................8.4 Quality Standad....... 368.5 Concessions 378.6 Advertising and Media 39

428.7 Suites8.8 Premium Seat Agreements 438.9 Scheduling

.44

8.10 Arena Accounts ......46

8,1I Impositions8.L2 Contracts and Agreements..........,.........8.13 Accounting Procedures..

.49

8.15 Revisions and Reallocations.........8.16 Financial Reports......8.17 Audits........8.18 Litigation 548.19 Use by the Team and Occurrence of Home Games..... ........,..,..........55

34

31

32

32

35

47

52

53

173 t9t 16,14

-ll-

TABLE OF CONTENTS(continued)

Page

9, CHARGES ANID FEES

9-2 Separate Statement of Fees on Tickets10. MANAGEMENT FEE; TAXATION

l0.t ManagementFee..........,..

11.

55

6t

.,...,.,.57

.........58

.........s810,2 Talration of Transactions and Activities at Arena 58CAPITAL IMPROVEMENTS.....,.,11.1 Arena Manager's Obligation

59

..59lI.2 Renewal and Replacement Schedule s9I 1.3 Funding of Capital Improvements.....,....... 59ll.4 Budgeting for Capital Improvements ............. .................5911.5 Renewal and Replacement AccountI 1.6 Emergencies..............,..ll.7 CityRights 6tI1.8 Exclusive Team Spaces1 L9 Non-Budgeted Capital Improvements .............11,10 Ownership of the Capital Improvements..........1 1.1 I Compliance with City Code; Procurement.......

62

62

6211,12 Arena Manager or Team Owner-Caused Lien 62

12. LENDERPROTECTION.............l2,l Team Orvner Lenders' Protection..

...............6312.2 Arena Manager Lenders' Protection.. ...........6512,3 Assignment of Arena Manager's RightsL2.4 Estoppel Certificates for City12.5 Subordination to City Encumbrance

13. rNSURANCE...................,..13.1 Arena Manager Insurance...

13.3 Team Owner Insurance.,.13,4 Waiver of Recovery

63

6s

67

68

68

68

68

,...,.,....68

..........69

t73191t6.t4

-lll-

TABLE OF'CONENTS(continued)

Page

13.5 Failure to Maintain lnsurance..13.6 Notice........13,7 Provisions13.8 Periodic Review and Adjustment

T4, DAMAGE OR DESTRUCTION14.l Terms,....,...............14,2 Adequately Inswed Damage14.3 lnsurance Deficiency and Termination,...,.14.4 Damage or Destruction Near End of Term14.5 Abatement of Certain Team Owner ObligationsEMINENTDOMAIN..15.1 Terms.15.2 SubstantialTaking15.3 Partial Taking..........;........15.4 Partial Taking Nea End of Term15.5 Abatement of Certain Team Owner Obligations ....,.......r......

16. REPRESENTATIONS, WARRANTIES AND COVENA}ITS .............16.1 Arena Manager Representations and Warranties16.2 Team Owner Representations and Waranties1 6.3 City Representations and Warrarties ...............L6.4 Team Owner Covenant16.5 City Covenants16.6 Other Covenants of the Parties

1,7. DUE DILIGENCE; CONDITIONS TO CLOSING17.l Due Diligence17.2 Conditions to Closing

69

70

70

70

70

70

71

15.

18.

19.

7l73

73

73

73

73

74

75

75

75

75

76

77

79

79

79

80

80

CHALLENGE(S)80

83

84

84

REMEDIESl9.l Team Owner Remedies ...19.2 ArenaManagerRemedies

?3 I 9l l.r4

-lv-

TABLD OF CONTTNTS(oontinued)

Page

19.3 City Remedies.............. 86Rights and Remedies are CumulativeCosts, Expenses and Fees

Acceptance of Legal Process......20. INDEMNIFICATION 89

20.I Arena Manager Indemnifrcation of City 8920.2 Team Owner Indemnification of C .........8920.3 Citylndemnifications 89

21. DISPUTERESOLUTION........... 892l.l Altemative Dispute Resolution-Mediation.....21.2 Mediation Procedure..2'1,.3 Equitable Litigation ..;......,.............

19.4

l9.s19.6

22,1 Arena Manager Assignment22.2 Teacr Owner Assignment...,

.....88

88

.88

............,.89

..............90

..............90

9t

92

92

92

23.

24.

93

93

93

93

93

9s

9s

.95

9lINTENTIONALLY DELETED..........MISCELLANEOUS ...-......24.I Amendment; Waiver.....,24.2 Consents and Approvals24.3 Additional Documents and Approval24,4 LimitedSeverability24.5 Binding Effect.24.6 Relationship of Parties..........24.7 Notices24.8 Applicable Law; Jurisdiction................24.9 Time is of the Essence24.L0 Antidiscrimination Clause24.L| Counterparts.......24.12 Entire Agreement: Conflict .......9524.13 Conflicts of Interest ....-..,,...........96

.9s

r 73 l9l 16, 14

TABLE OF CONTENTS(continued)

Satrda Sunday or Holiday.Page

24.14

24.15

24.16

24.t724.r824.19

24.20

24.21

24.22

24.23

24.24

.97

.97

96

96

97

97

97

98

99

Confi dentiality of Proprietary Infomrion.........,.Attorneys' Fees...,.......Force Majerrre.....Agreed Extensions.....SurvivalThird-Party Benefi ciariesRecordation

Provisions That Are Subject to Other AgreementsImmigration Law ComplianceIran and Sudan Prohibitions ........

98

98

t73l9t 16.t4

-vt-

PRO'ESSIONAL MANAGEMENT SERYICES ANI)ARENA LEASE AGREEMENT

THIS PROI'ESSIONAL MANAGEMENT SERVICES AND ARENA LEASEAGREEMENT (this r'Agreenent") is dated as of July 8,2013 (the "Effective Date'), and isentered into by and among the City of Glendale, an Arizona municl corporation (the..City',);IceArizona Manager Co., LLC, a Delaware limited liability company (the rrArena Managertt),and IceArizona Hockey Co., LLC, a Delaware limited liability company (the *Team Ownerr).Each of City, Arena Manager and Team Owner may be referred to in this Agreementindividually as a'?arty," and collectively as the "Parfies."

RECITALSAs background to this Agreemen! the 'Parties recite, state and acknowledge the

following, each of which Recitals is firlly incorporated into this Agreement and expressly made amaterial tenn and condition of this Agreement. The following Recitals shall constitute jointrepresentation of the Parties, except where a statement or funding is specifically athibuted to oneParty:

A. The City is the owner of a sports and entertainment arena presently known asJobing.com Arena (the "Arena') which has been the home to the Phoenix Coyotes (the "Team")National Hockey League ("lHL") club since the opening ofthe Arena on December26,2003.

B. The Arena Manager and Team Owner have represented to the City thaq followingthe bankruptcy of a pfevious owner of the Team (the "Previous Team Owner"), and anaffrliated entity that previously managed the Arena (the "Previous Arena Manager" andtogether with the Previous Team Owner, the'"Previous Owners') certain assets of the Team,including the Team's NHL franchise (the "X'ranchise") and the Previous Team Owner'smembership rights in the NHL, were acquired by Coyotes Newco, LLC, a Delaware limitedliability company affrliated with the NHL ("Coyotes Nerrco") and certain rights with respect tocertain assets of the Previous Arena Manager were acquired by Arena Newco, LLC, a Delawarelimited liability company affliated with the NHL ("Arena Newco'). However, neither CoyotesNewco nor Arena Newco assumed the obligations of the Previous Owners arising under thatcertain "Amended and Restated Arena Management, Use and Lease Agreement" datedNovember 29,2001, by and among the C, the Previous Owners and certain other parties, filedwith the Glendale City Clerk as Document No. C-4416 (the "Former AMULA'), and theFormer AMULA has since been terminated by the C.

C. The City has informed the other Parties that, in the City's judgment, it has notwaived any of its rights against the Previous Owners with respect to the Former AMULA,including the Previous Team Owner's covenant to cause the Team to play all of the Team'shome games at the Arena in accordance with section 9.5 of the Former AMULA.

D. The NHL has notified the City and all interested entities that, if the NHLfranchise for the operation of the Team (the "Franchise") is not sold to a new ownership groupthat is committed to keeping the Team in Glendale, the NHL will allow the franchise to be sold

17319116.t4

-1-

to a group that will be permitted to relocate the Team to another city. The NHL has also notifiedthe City that it will not continue as the manager of the Arena.

E. The Arena Manger and Team Owner have further represented to the Crty asfollows: (1) the Team Owner's parent entity, IceArizona AcquisitionCo. LLC, has negotiated anagleement with the entity that owns all the Coyotes Newco and Arena Newco (the (\HLPurchase Agreement') for the purchase of all of the membership interests in each of CoyotesNewco and Arena Newco; (2) substantially concurrently with the closing under the NHLPurchase Agreemen! Coyotes Newco will be merged with the Team Owner, as a result of whichthe Team Owner will become a member of the NHL and will hold the Franchise for theoperation of the Team as an NHL hockey team bearing the designation '?hoenix Coyotes" andthereafter the Team's designation will be changed to "Arizona Coyotes" as soon as possiblepursuant to applicable NHL rules; (3) Team Owner accordingly is the only person that can assurcthe continued use of the Arena by a NHL hockey team; and (4) subsequent to their execution ofthis Agreement, Team Owner and Arena Manager, respectively, hay be involved in (i) certainaffiliated merger tansactions with Coyoes Newco and Arena Newco, respectively, and (ii)tansactions that involve converting the surviving entities into limited parrerships, with suchtansactions not requiring the consent of the City upon the assumption by such surviving entitiesof all obligations of Arena Manager and Team Owner in this Agreement, such survivingentities therafter being Arena Manager and Team Owner, respectively, for all purposes of thisAgreement and the Non-Relocation Agreement.

F. Subject to the closing under the NHL Purchase Agreement the City and the TeamOwner desire that the Team will play all of its home games, commencing on the Closing Dateand continuing for the tei:n specified in this Agreement (together with any additional completeNHL hockey serisons as may occur dwing any extension of the Term pursuant to thisAgreement), at the Arena subject to the terms and conditions set forth in this Agreement and theterms of the Non-Relocation Agreement, executed contemporaneously with ttris Agreement.

G. The Team Owner has an exclusive agreement with Arena Manager requiring theTeam Owner to.maintain the Team in Glendale for a period of years coincident with the Term of,this Agreement, and requiring Aena Manager to make the Arena available to the Team as its"home" ice facility for the prrpose of playing the Team's exhibitior regular and post-seasongames, guaranteeing the City the additional revenue associated with having an NHL hockey teamuse the Arena as its home ice facility.

H. As a result of the use of the Arena by the Tean as its "home" ice facility, the Citywill realize the direct financial benefits associated with having, at a minimum, forty-one (al)home hockey games at the Arena, which benefits the City would not receive if any Person otherthan the Arena Manager (as a result of its express, contacfual obligations to the Team Owner)was to be is selected to manage the Arena for the City.

L The City, acting through its City Council and Staff, has determined that theservices to be provided by Arena Manager pursuant to this Agreement are 'rofessionalseryices." This Agreement requires the Arena Manager to provide professional manageme,nt andconsulting services, in accordance with the City's Code of Ordinances (Part [, Chapter 2, ArticleV, Division 2, Section 2-138).

-2-

t73t9 I 16.14

J. The City, acting through its C Council and Stafl further has determined thatAena Manager is the only Person that has the ability not only to provide the professionalmanagement and consulting services and expertise required by the City in connection with theCity's ownership of the Arena, but to also assure the continued use of the Arena by the Team.As such, engagement of Aena Manager trough a sole source procurement is appropriate as noother potential vendor could provide the same services, benefits and assuances to the City. Sucha sole source procurement is authorized by the City's Code of Ordinances (Part II, Chapter 2,Article V, Division 2, Section 2-148), !f the procuement provisions of the Code of Ordinancesare applicable to this Agreement notwithstanding the professional natrre of the management andconsulting sewices to be provided to the City by Arena Manager pusua$ to this Agreement.The City's determination in this regard is supported by the witten findings of the CityProcr:ement Officer and City Manager as provided in the City's Code of Ordinances and in CityManager Directive No. 30 (3-19-01).

K. The City, acting through its City Council and Staff, further ha.s determined thatthe professional management and consulting services and other benefits (including but notlimited to the maintenance of the Franchise in the City and playing at the Arena, the periodic useof the Aena for City Sponsored Events, the opportunity to receive additional revenues as a resultof City Revenue Souces and the City's avoidance of certain losses antcipated if no NHL teamplayed its home gimes at the Arena) to be received by the City as a result of its entering into thisAgreement and Arena Manager's and Team Owner's performance prrsuant to and rmder theterms and conditions of this Agreemen! have a value in excess of equivalent to or, at aminimum, not grossly dsproportionate to, the benefits conferred upon oi provided to AenaManager and Team Owner by the City pursuant to this Agreement.

L. The City has determined that it is in the best interest of the City and its residentsto provide for the lease, professional management, and us of the Arena Facility, and to providefor professional consulting services to be provided by the Are,na Manager, in the mannerdescribed in this Agreement. Such lease, professional management, management consultationand use will benefit the C and its residents by providing a substantial, regular, and continuingutilization of the Arena Facility by the Team Owner, by providing additional employmentopportunities within the City, by increasing the City's tan base, by stimulating additionaldevelopment on properties in the vicinity of the Aena Facility, and otherwise.

M. The respective obligations of each of the Arena Manager and the Team Ownerunder this Agreement and the Related Agreements, including the Tean Owner's obligation toplay all of the Team's home games at the Arena Facility, are unique and ae important to thedevelopment and operation of properties in the vicinity of the Arena Facility and to the well-being of the City and its residents generally, and, with respect to the Team Owner, are personalto the Team Owner and may be discharged only by the Team Owner.

N. In reliance upon and in consideration of the City's obligations under thisAgreement and the Related Agreements, subject to the closing of the NHL Purchase Agreementon or before August 5, 2013, ( the Arena Manager will require the Team Owner to agree,pursuant to the Non-Relocation Agreement, to play all of its home games at the Aena Facility,and (ii) the Arena Manager and the Team Owner have undertaken their respective obligationsunder this Agreement and the Related Agreements.

-3-173191 16.14

AGREEMENTNO\ry THEREFORE, in consideration of the premises, covenants, agreements and

obligations contained herein, the Paties enter into this Agreement and agree as follows:

1. STATEMENT OF INTENT; DEFINITIONS; INTERPRETATTON.1.1 STATEMENT OF INTENTThe Parties agree that the following Statement of Intent reflects the objectives and certain

of the principal eonomic terms of this Agreement which are more particularly described in thisAgreement. In the event of any inconsistency between a specific provision of this Agreementand this Statement of Intent, the provisions of the specific provisions of this Agreement shallcontrol. Unless the context otherwise requires, capitalized terms used herein shall have themeanings ascribed to such terms in Section 1.2 of this Agreement, or otherwise parenthetically inthis Agreement.

1.1.1 Subject to an early termination right exercisable afrer five (5) years(and on specified terms and conditions) and only upon the occurrence of subsntial post-ClosingDate operating losses (.see Section 3.3) and payment to the City of the amounts specified inSection 3.3. of this Agreement, the Team shall play all of its Home Games in the Aena Facility(seg Section 8.3.1(a).

l.l'.2 With respect to the Arena Facility and Arena Parking Area,professional management and consulting services shall be provided by the Arena Manager, theArena Sub-Manager or their approved subcontractors Gee section 8.1 and 8.2).

1.1,3 Except for capital expenditr.ues to maintain and improve the Aena(see Section 11.3), all Operating Expenses shall be the responsibility of and strall be paid by theArena Manager (seq Section 8.1).

t.1.4 The City shall pay the Management Fee to the Aena Manager dwingthe Term (see Section 10.1).

1.1.5 The City shall receive (or, where noted, share in) certain anticipatedrvenues. The revenues to be received by the City include revenues derived from the followingsources and activities:

(a) A City Surcharge of not less than $3.00 on each QualifiedTicket for a Hockey Event at the Arena Facil, with increases in the City Srucharge based uponattendance (see Section 9, 1 .2(a)(i));

O) A City Surcharge of $5.00 on each qualified Ticket for a non-Hockey event (ssg Section 9.1.2ft));

(c) A Supplemental Surcharge of $1.50 per Qualified Ticketthroughout the Term applicable to all Events to be placed in an escrow account which may bedawn upon by City to fund certain revenue deficits on a Fiscal Year basis (see Section 9.1.3);

-4-

l7319r 16.14

(d) Parking revenues of$10 per car for each Hockey Event (abovea $20,000 per-Event base payable ro the Aena Manager) (see section s.2.1(e));

(e) Seventy five percent (75%) of parking revenues of $15 pel carfor each non-Hockey Event ) (see Section 8,2.1(e));

( Rent-free use of the Arena for certain C Sponsored Eventsand CommunityEvents (See Sections 8.9.2 and 8.9.3);

(g) All revenues (net only of Event-specific operating expenses)for C Sponsored Events and Community Events (see Sections 8.9.2(e) and S.9.3(c));

(h) Twenty percent QlW of all income eamed by Arena Manageror Team Owner, on or after the Effective Date, from the past and/or fiture sale of ArenaNamingRiehts Gs Section 8.6.a@)O);

(i) All income received from the sale of naming rights for a netv,smaller stage/theatre venue that may be constructed and used within the bowl (main seating area)of the Arena Facility (see Section 8.6.a&Xii)); and

) Annual fixed rent to be paid to the City in connection with theuse by the Arena Manager and/or Team Owner of the use of the Arena Facility and AenaParking Area in an initial amount of $500,000 per year (scE section 6.6.1)-

The foregoing revenues are in addition to sales/tansaction privilege taxes received onadmissions, concessions, constructiog etc., relating to the Arena' as well as additionalsales/trarsaction privilege ta,res and "bed taxes" generated by Westgate area businesses or otherbusinesses vrithin the city and enhanced employment opportunities.

1.2 Dpfinitions. As used in this Agreement, the following terms shall have themeanings indicated unless a different meaning is provided parenthetically or otherwise in theAgreement or unless the context otherwise requires:

'.Account Recordstt means accurate records relating to the maagement and operation ofthe Aren4 including records establishing all arnounts received by the Arena Manager (whetheras Operating Revenues or othenvise) and all amounts paid by the Arena Manager (whether asOperating Expenses or otherwise) and records relating to the Arena Accounts, including anyrecords maintained by aoy Arena Sub-Manager and including records of all sums payable and/orpaid to the City.

'rAdvertising' means all permanent and temporary mnorncements, acknowledgments,banners, liquid electonic displays, monument and other signs, show bills and other audio orvisual commercial messages of any nature displayed, announced, delivered (for exarnple, by ri-Fi or similar transmissions to phones, tablets or other portable devices) or otherwise presented alin or on the Arena or any portion thereo{, provided that Advertising shall not include (a) anyAdvertising contained in the broadcasts, reproductions or transmittals of Team games in anymedium or any Advertising of the broadcasts, reproductions or tansmittals of Team games inany medium, (b) the Naming Rights, (c) Arena announcements during the course of Team

-5-l73l9tt6.l4

games, or (d) the C's program advertisements. For clarity, (i) under this AgreementAdvertising does not include any advertising relating to the Team or the events occurring in theArena Facility which are published, displayed, amounced or tansmitted in any mediun otherthan by displa announcement or presentation a! in or on the Arena or any portion thereof and(ii) any Advertising content tansmitted on computers or other electronic oommunication devicesowned by the Team Owner or Arena Manager shall not, by virtue of the fact that such computersor devices ae Personal Propefy, be deemed to Advertising "displayed, announced or otherwisepresented at, in or on the Aena Facility or any portion thereof " for purposes of this definition.

ttAdvertisins Agreementtt means any contract or agreement entered into by or on behalfof the Arena Manager for Advertising.

"@'' of a specified Person means a Person who (a) controls, is directly orindirectly controlled by, or is under common control with, the specified Person; (b) owns,directly or indirectly , l0o/o or more of the equity interests of the specified Person; (c) is a generalpartter (if the specified Person is a partrership), managing member or manager (if the speciflredPerson is a limited liability company), officer, director, non-financial institution trustee orfiduciaryof the specified Person or of any Person described in clause (a) or (b) above; or (d) is amember of the Irnmediate Family (gg- any spouse, son, daughter or parent of any individual (byblood, adoption or by marriage), or any trust, estate, parErership, joint venture, limited liabilitycompany, corporation, or any other legal entity directly or indirectly contolled by such spouse,son, daughter or parent) ofthe specified Person or the Person described in clauses (a) through (c)above. A Person shall be deemed to control another Person for the purposes of this definition ifthe fist Person possesses, directly or indirectly, the power to direct, or cause the direction of, themanagement and policies of the second Person, whether through the owneship of votingsecurities, equitable interests, common directors, tnstees or ofrcers, by contact or otherwise.

rrAnnual Budget" means an annual budget repared by the Arena Manager in the formprovided in Exhibit "G" and zubmitted to the City and the Tean Owner for their reasonableapproval as stated herein) for a given Fiscal Year or pafal Fiscal Year, as applicable, projectingin reasonable detail for such Fiscal Year (i) the Operating Revenues and Operating Expensesestimated in good faith by the Arena Manager; ( expindtures for Capil Impnrvementsestimated in good faith by the Arena Manager; (iii) cash flows and timing of cash flowsestimated in good faith by the Aena Manager; (iv) projected revenues to be disibuted to theCity, and (v) such other amounts or information as may from time to time be reasonably requiredby the City within reasonable time limits while any Manageme,lrt Fee is payable hereunder.

ttApplicable, Lawt' means any law, statute, ordinance, rule, regulation, order ordeterrrination of any Govenrmental Authority, or any recorded restictive covenant or deedrestriction, affecting the Arena, including those applicable to environmental, mning, buildingcode, health and safety and other simila matters, as the same may be amended from time-to-time.

rsArenaD means, collectively, the Arena Facility and Arena Parking Areas.ttArena Accguntt'means any one or more of the accounts described in Section 8.10.

t73l9l I 6.14

-6-

"4Ig4g-&gi!i[" shall mean the building in the City cunently known as'Tobing.comAena" and all foundations, strucflual elements, interior aleas, all improvements, furnishings,fixtures and equipment (excluding all Personal Property and all fumishings and equipmentowned by suite holders and temporary furnishings owned by Persons stgng Events at theArena) of whatever natue located therein or thereon and all exterior axeas, including the plazaand other exterior areas adjacent to the Arena Facility, and located on Lot 9 of Westgate, andexclusively serving patons attending Events at the Arena Facitity, all as shown on Exhibit."A"and Exhibit "B" to this Agreement. The cooling plant serving the Arena is specifically includedas part of the Arena Facil.

"Arenr Mintenance Standard'means a standard of maintenance tha! as of the time ofapplication, meets or exceeds the quality of the maintenance of (i) the multi-purpose facilcnrrently known as "US Airways Aena" in Phoenix, Aizona (to the extent that personalobservations and./or records ae available to the Parties for the pqpose of detersrining the qualityof maintenalce; to the extent not availablo, ffiy other compaable multi-prrrpose arena for whichsuch records are available); or (ii) such other multi-purpose arena to which the Parties may fromtime to time, in their respective sole discretion, agtee in v'trriting. In the event of a conflictbetween the Management Performace Standads set foith on Exhibit "C" to this Agreement andany Arena Maintenance Standard, Exhibit "C" shall control.

r'Arena Manaser Afliliate Contract" means any contract or agreement relating to theArena to which both the Arena Manager and an Afliate of the Arena Manager or the TeamOwner are parties, other than this Agreement, the Non-Relocation Agreement and the RelatedAgreements. For clarity, agteements on the contributions of capital by owners, allocations ofdistibutions among owners, the allocations of intemal rights and control among the managersand owners with respect to the Arena Manager or the Team Owner shall not be Arena ManagerAffiliate Contacts, and no payments by Arena Manager pursuant to such agreernents orcontracts shall be deemed Operating Expenses.

"Aren Manaeer Assignee'' shall have the meaning set forth in Section 12.3.

"Are,na Manaser DefaultD means the occurrence of any of the following events:

(a) If the Arena Manager fails to make any payment or distributionto be i'nade by the Arena Manager hereunder at the time and in the manner required by thisAgreement, and such failure is not cured within 30 days after the Arena Manager's receipt ofnotice of such failure from any other Party to this Agreement;

(b) If any representation or warranty made by the Arena Managerin this Agreement at any time proves to have been incorrect in any material respect a.s of the timemade, and if the Aena Manager fails to cause such representation or \ilarranty to become correct\vithin 30 days after the Arena Manager's receipt of notice from any other Party o thisAgreement that such representation or waranty was incorrect; provided however, that if it isreasonably possible to cause such representation or warranty to become correct but it is notreasonably ossible to cause such representation or warranty to become correct within suchthirty-day period, then such cure period shall be for a period of time not to exceed 180 days solong as the Arena Manager (i) commences to cause such representation or waranty to become

-7-r73 l9l t6. 4

colrect within 30 days after the Arena Manager's rece of such notice, and (ii) thereafterdiligently continues to cause such representation or warranty to become conect; or

(c) If the Arena Manager materially breaches any covenant orprovision of this Agreemenf and such breach is not crued within 30 days after the Are,naManager's receipt from any other Party to this Agreement of notice of such breach; provided,however, that if it is reasonably possible to cure such breach but it is not reasonably possible tocwe such breach within such thirtyday period, then such crue period shall be for a period oftime not to exceed 180 days so long as the Arena Manager (i) commences to cure such breachwithin 30 days after the Arena Manager's receipt of such notice, and (ii) thereafter diligentlycontinues to cre'such breach.

'Aren Manaser Eventtt means an Event other than a Hockey Event or a CitySponsored Event that the Arena Manager secures for the Arena.

rAIena Manaeei Withdrawalt'means any of the following events:

(a) The Arena Manager resigns;(b) The fuena Manager is dissolved;G) An Arena Manager Default or Team Owner Default exists

urder this Agreement o a Team Default exists under the Non-Relocation Agreement, and theCity elects to sectue a Replacement Arena Manager or the C elects to act as ReplacementArena Manager, subject to the Team Owner's first right to secure a Replacement Aena Manageras set forth under Section 19.3.3;

(d) The Arena Manager commences, or has commenced against it,any case, proceeding or other action under the United States Brkrupy Code, or any otherApplicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking(i) to have an oder for relief entered with respect to the Arena Manager; (ii) to adjudicate theAena Manager bantnupt or insolvent or seeking reorganization, winding up, liquidation,dissolution, discharge, composition, or other relief with respect to the Arena Manager or thedebts of the Aena Manager; or (iii) the appointment of a receiver, tustee, custodian, or similaofhcial for the Arena Manager and such action is not discharged within one-hundedtwenty(l2O) days of having been filed; provided, however, such action shall not constitrfe anAena Manager Withdrawal fo so long as Arena Manager is paying the Base Rent and othersums required to be paid under this Agreement and is performing all of its other covenants,agreemrts, obligations, liabilities and duties under this Agreement; or

G) The Arena Manager is determined by a court order to beinsolvent; provided, however, such action shall not constitute an Arena Manager Withdawal forso long as Arena Manager is pag the Base Rent and all other sums required to be paid underthis Agreement and is performing all of its other covenants, agreements, obligations, liabilitiesand duties rurder this Agreement; provided however that the City does not waive any right orremedy with respect to any Aena Manager Default.

l73l9t 16.14

-8-

r(Arena Namins Rights" means the right to name the building (and not any componentsthereof) in the City currently known as "Jobing.com Arena".

"Arena Parkine Ares" means the aeas shown on Exhibit "4" and Exhibit "B" to thisAgt.rot"ffie no ress than 5,500 purking-qpace, lo"ated wittrin 2,640 feet ofany point on the exterior of the Arena Facil which shall be used for parking of the vehicles ofArena patrons for each Event during the Term.

"Arena Parkinq Area R 'means as described in Section S.2.1(e).r(Arena Parkine Riehts" means (i) the right to directly charge for parking in any space

or area which is a part of the Arena Parking Arca (ii) the right to negotiate and enter intoagteements for the sale or license of Parking Advertising the Arena Parking Area; and (i) theright to negotiate and enter into agreements for the sale or license of Naming Rights inconnection with all or part of that portion of the Arena Parking Area.

"Arena Sub-Managert' means a qualified arena manager acceptable to and approved bythe City in its reasonable discretion, to whom the Arena Manager may, from time to time,delegate all or a portion of its duties and responsibilities under this Agreement.

"Arena Theatef'means as defined in Section S.6.4(b).rBusiness DavD means any day other than a Saturda a Sunday or a public or bank

holiday or the equivalent for banks under the laws of the State of Anzona or observed by theCity of Glendale. Use of the word "day", as opposed to "Business Day'', means a calendar day.

r.eapital Improvements'means any or all installations, alterations or improvements ofor to, and all purchases of additional or replacement fu:niture, fixfures, machinery or equipmentfor, the Aena Facility, the depreciable life of which, according to GAAP, is in excess of one (1)yeat.

ttCitv Defaullt" means the occuffence of any of the following events:

( If the City fails to pay when due, for any reason, any amountpayable by the City hereunde including any portion of the Management Fee, and such failwe isnot crued within 30 days after the City's receipt of notice of such faihe from any other Party tothis Agreement;

( , *, representation or waranty made by the City herein atany time proves to have been incorrect in any material respect as of the time made, and if theCity fails to cause such representtion or warranty to become correct within 30 days after theCity's receipt of notice from any other Party to this Agteement that such representation orwarranty was incorrect; provided, however, that if it is reasonably possible to cause suchrePrsentation or warranty to become correct but it is not reasonably possible to cause suchreptesentation or \atranty to become correct within such thirtyday period, then such cure periodshall be for an unlimited period of time so long as the City ( cormences to cause suchrepresentation or vvarrrity to become correct within 30 days afrer the City's receipt of such

l73l 91 l6_14

-9-

notice, and (ii) thereafter diligently continues to cause such representation or wananty to becomecorrect;

(h) If the City commences a proceeding under Chapter 9 of theUnited States Bankruptcy Code; or

( If the City materially breaches any covenant or provision ofthis Agreement, and such breach is not cured within 30 days after the City's receipt from anyother Parfy to this Agleement of notice of such breach; provided, however, that if it is reasonablypossible to cure such breach (excluding any failure to pay any portion of the Management Fees,which shall only be subject to subpart a. above) but it is not reasonably possible to crue suchbreach within such thirty-day period, then such cure period shall be for an untimited period oftime so long as the City (i) commences to cue such breach within 30 days afrer the City's receiptof such notice, and (ii) thereafter diligently continues to cure such breach.

"@" shall have the meaning set forth in Section 7.6."@'means (i) the receipts from the City Surcharge, (ii) the receipts

from the Supplemental Surcharge arnounts to which City is entitled purswu to the terms of thisAgreemen! (i) the City's share of Arena Parking Area Revenue, (iv) the City's portion ofrevenues received by the Arena Manager with respect to the sale or license of Naming Rightspursuant to Section 8.6.4; and (v) revenues derived fiom City Sponsored Events.

"Citv Sponsored Eventt shall mean a City Revenue Event or a Community Event.

" ' means those expenses that are directly attributable toCity Sponsored Events, l'.e., those that would not have been incu:red but for the C SponsoredEvents, including the cost and expense of utilities, insurance, cleaning, repairs and personnel, butnot including rent or other charges relating to the use of the Arena Facilities. For clarity, onlypayments or other considerations to be made or provided by the Arena Manager that (i) arecalculated solely on the basis of sales made or transactions completed during a City SponsoredEvent directly relating to suoh City Sponsored Event or (ii) are payable solely because a givenCity Sponsored Event is held shall be "directly attributble" to such City Sponsored Event.

'rCity Shorffall" means as defined in Section 3.3.t'@SurgI" shall have the meaning set fof in Section 9.1,tt@'means an account established and maintained for tlre beneft

of the Crty as one or more ttxt accounts that require the signature of only the City forwithdawals at a federally-insured institution(s) having offices in the Sta of Arizona for thedeposit and disbusement of City Surcharge.

sCity's KnowledeeD means the actual knowledge of the City Manager, the Acting CityManager (if applicable), or the Glendale City Council as a whole.

tt@-gL.bgt means any claim, cost darnage, domand, judgment, award, expense,loss, obligation or other liability (including reasonable attorneys' fees), including those relating

-10-

1?3191 l6-14

to property, injury to or death of persons, loss of income and losses under workers'compensation laws and benefits.

rClosingD is the occunence of the satisfaction or waiver of all conditions to closing setfortlr in Section 17.2, as evidenced by a written acknowledgement of all Parties.

r'Closing DateD means the date of Closing.

"eeu unitv Event'means an Event at the Aena Facility (i) which is sponsored or co-sponsored by the City; (ii) which is conducted or presented as a service to the City, its residents,or a non-profit organization; ot (iii) which does not feature performers or performances normallybooked in arenas comparable to the Aena Facility; or (iv) which the furancial benefits (if any) ofwhich e received or distributed to the C or to a non-profit, civic or other communityorganization r to the City for commrnity-oriented programs or puq)oses; and (v) which in allcases are reasonably approved by the Arena Manager.

".CoocessigE" means the sale, furnishing or renting of foods, beverages (includingalcoholic beverages), apparel, souvenirs, programs (excluding progrrm Advertising) or othergoods or merchandise by a Peson (other than the Team Owner at the Team Retail Stores) in, atfrom or in connection with the operation of the Arena, whether sold, fumished or rented fromshops, kiosks or by individual vendors circulating in or about the Arena" including any restaurant(whether open to the public or restricted to members thereoQ, club, membership dining room orother facility for the sale of food and beverages, and including sales to fill orders for any suchitems by any Person other than the Team Owner at the Aena Facility (whether received by mail,facsimile, telephone or other medium of communication).

"Concesions Agreement' means any agreement or contact for the rigt to engage in orconduct one or more Concessions.

"DsficitAmqU" means as defined in Section 9,1.3.

"Early Termination DateD means as defined in Section 3.3.rEmersency' means any condition or situation that presents an imminent and significant

threat (or if not immediately acted upon will present an imminent and signifrcant tbreat) to thehealth or safety of u.sers of the Arena or to the shuctural integrity of the Arena Facil.

rrEvent' meau any revenue or non-revenue producing sports, entertainmen! culfural orcivic event or other activity (including related event set-up and take-down) which is either (i)presented or held in the bowl (main seating) portion of the Arena Facility or any part thereof, or(ii) presented or held in aoy other portion of the Aena Facility in a marrer that precludes the useof the bowl (main seating) portion of the Arena Facility for other events o activities; or (iii) heldwithin any portion of the Arena and which involves a Fee activity, any form of entry (1.e., ticketsales, admissions), the sale of goods, displays or gatherings (such as conventions, tade shows,etc.) even if they do not involve use of the bowl aea. If such event or activity is presented in itsentirety more than once dtring a given day, all such presentations durng such day shall bedeemed one Event. If such event or activity is presented in its entirety on more than one

l73l91 16.14

-1 i-

consecutive day, each day on which such event or activity is presented shall be deemed aseparate Event. For purposes of this paragraph, any event or activity that commences on a givenday and is completed within the four hows immediely fotlowing the end of such day shall bedeemed to have been presented in its entirety on the day such event or activity commenced.

"Dvent of Defagl!' means a Team Owner Default, Arena Manager Default, or CityDefault and refers to an event that exists after the expiration of all applicable notice and cueperiods and periods of Force Majeure.

Exclusive Arena Manaqer Revenuestt means revenues that ae not Exclusive CityRevenus or derived from City Revenue Sowces, and that are (i) revenues from or in connectionwith Concessions at Hockey Events and, as applicable, other Events, (ii) revenues from or inconnection with food and beverage services provided by Arena Manager at Hockey Events and,as applicable, other Events, (iii) revenues from or in connection with Naming Rights other thanrevenues to be distributed to the City purzuant to Section 8.6.a); (iv) revenues from or inconnection with any Advertising, (v) Suite License Revenues and revenues from the licensing ofPremium Seats, including any "premium,"'remium fee," or'ersonal seat license fee", (vi) butare not Exclusive Team Revenues or Exclusive City Revenues.

sExclusive Citv Revenues' means ( all Impositions of the City, (i City Srucharge,(iii) the Supplemental Swcharge receipts to which C is entitled pursuant to the terms of thisAgreement, and (iv) interest or other income derived from the inveshnent of any of theforegoing.

sExclusive Team Revenues" means all ( Hockey Ticket Reces (minus CitySurcharge and Impositions); (ii) revenues from or in connection with the operation of TeamSales generated by Tean Retail Stores; and (i) sponsorship revenues and recets, includingtelevision and radio broadcasting, promotional and other sponsorship fees received or collectedin connection with the conduct of Hockey Events (excluding, for clarity, the Naming Rights); allofwhich shall be excluded from Operating Revenues.

"Exqlusve Team Spacestt means the portions of the Arena Facility designed andconstructed for the exclusive use by the Team Owner, including the Team locker room (the qpacein the Aena Facility designed and constructed for the exclusive use by the Team Owner as ahome team locker room, including dressing, locker, shower, lounge, taining, exercise and videocoaching areas), the Team Owner's offrce, the Team's storage areas, and the Tearn Retail Stores.

"Exculpatory Laneuage" means the following language:

[Insert narne of exculpating Person] acknowledges and agees that (i) this [inserttitle of contract or agreement] imposes no'contactual obligation on the City ofGlendale; (iD in the event of a default under this [insert title of contact oragteement], of any kind or nature whatsoever, [insert name of exculpating Person]shall look solely to [insert name of the Aena Manager or the Team Owner, asapplicablel at the time of the default for remedy or relief; and (iii) no electedoffrcial, officer, employee, agent, independent contactor or consultant of the Cityof Glendale shall be liable to [insert name of exculpating Person], or any

-1,2-

t73lgtl6.t4

successor n interest to [insert name of exculpating Person], with respect to this[insert title of contact or agreement].rrEee ActivitvD means any Event or other activity at the Arena Facility, the admiSsion to

which is contolled by a Ticket.

"Eiscal Oua{tertt means a thee month period commencing on the fust day of January,April, July or October, and ending on the last day of March, Jwre, Septenrber or December,respectively

"!!ge' means a 12 month period commencing on July I and ending on June 30.ttEetce Maieure" means any of the following that prohibits, materially interferes with or

delays the occupancy of the Arena Facility or prohibits or materially interferes with theoccupancy, operation or use of the Arena Facility or any material portion thereof or theperformance of any applicable duty of a Party under this Agrenent after the Effective Date:NHL Players strikes and labor disputes; lock-outs; acts of the public enemy; the enactment,imposition or modification of any Applicable Law which occlus afrer the Effective Date;confiscation or seizure by any government or publio authority; injunctior restaining order orother court order or decree, initiative or referendum action, wars or war-like action (whetheractual and pending or expected, and whether de jure or de facto); blockades; insurrestions; riots;civil disturbances; unusual or extraordinary governmental resictions; epidemics; landslides;earthquakes; fires; hurricanes; floods; wash-outs; explosions; failure of major equipment ormachinery (other than that cause by ordinary wea and tear or faihre of adequate maintenanceand repair), or shortages of material or labor (excluding those caused by lack of firnds), wheresuch equipment or machinery, material or labor is critical to the occupancy, operation or use ofthe Arena Facility for its intended pqposes; nuclear raction or radiation; radioactiveoontamination; or any other cause, whether of the kind herein enumerated or otherwise, which isnot reasonably within the contol of the Party claiming the right to alter, delay or postponeperformance on account of such occurrence, but specifically excluding any furancial condition,lack of finds, lack of furancing, insolvency or bankruptcy of such Party.

(GAAP" means Generally Accepted Accounting Principles as determined by the

Financial Accounting Standards Board and the Governmental Accounting Standards Board.t'@tt means any federal, sate, and local agency, departmen!

commission, board brueag administrative or regulatory body or other govemmentalinstumentality having juisdiction over the Arena Facil (or any portion thereof) and ttretransactions contemplated by this Agreement.

"Hazardous Materialtt means any chemical, element, compound, mixfure, solution, orother substance that is prohibited, limited, governed, or regulated by any applicable federal, stateor county, municipal, local or other stafute, law, ordinance or regulation that related to or dealswith the protection of human health, safety or the environment, and any rules, regulations orguidelines adopted or promulgated pursuant to any of the foregoing as they may be amended orreplaced as of the Effective Date or the Closing Date, including by way of example and notlimitation substances designated as "hazardous" or 'toxic" under Section 102 of the

-13-t7319t16.14

Comprehensive Environmental Response, Compensation, and Liability Act; any hazardoussubstance or toxic pollutant designated under Section 31I(bX2Xa) or Section 307(a) of the CleanWater Act; and any imminently hazardous chemical substance or mixture with reqpect to whichthe Environmental Protection Agency Administator has "taken action uder" Section 7 of theToxic Substances Conhol Act.

"gfgyg4lD means any of the following when played or conducted al the AenFacility: (i) any Home Game (including any related wann-up sessions); (ii) any All-Star Gane(including any related wann-up sessions); or (iii) any Hockey-Related Event, including pre-season games, exhibitions, games between two visiting teams, playoff games, other post-seasonhockey games.

6lHockw Event Permitted Uses" include the following:

(t) Hockey Events;(k) The use by the media for watching, broadcasting, an6 reporting

on Hockey Events and other Team Owner activities; and

(l) The sale and distribution of Hockey Tickets."Eockey Event Spaces' means all .portions of the Arena Facility, other than the

Exclusive Team.Spaces.

rllockev-Related Event" means any Event (other than a Pre-season Game, RegularSeason Gate, Play-off Game or All-Star Game) conducted, authorized, permitted, sponsored orco-sponsored by the Team Owner, including any award ceremony, championship celebration,promotional perfonnance or festival, breakfast,luncheon, dinner, ball, demonsation, exhibition,instruction or workshop. Notwithstanding the foregoing the Hockey-Related Events describedin this defnition sball not exceed four (4) such Hockey-Related Events in any Fiscal Yearwilhout the consent of the City (which consent may not be nnreasonably withheld), and shall besubject to the Scheduling Procedures.

"Egg[glqt means all then applicable NHL policies, procedures, provisions, rules,regulations, by-laws, contracts and directives that govern the rights, duties, privileges andobligations of members of the NHL.

"EqgBggg" means a period beginning on the date ofcially promulgated by theNHL as the first day of aining camp for a given NHL hockey season and ending on the date onwhich the last NHL P-off Game is played for such season.

"Hockev TicketD means a Ticket for a Hockey Event.t'Hockev Ticket Receiptt means the gross amourit of money received by the Team

Owner om the sale of Hockey Tickets, including Hockey Tickets for Suis and for PremiwnSeats and any Clty Surcharge assessed on or charged with respeot to any Hockey Ticket

l73l9l 16.14

-14-

..@'meansanNHLPre-seasonGame,anNHLRegularSeasonGameoranNHL Play-off Game in which the Team is designated as the'home team".

rrlmnosition(s)' means all governmental assessments, franchise fees, transactionprivilege and use taxes, excise taxes, license and permit fees, levies, charges and tanes, generaland special, ordinary and extraordinary, of every kind and nature whatsoever (inespective of thenatwe thereof, including all such charges based on the fact of a transaction, irresrective of howmeasured) wch at any time dwing the Term may be assessed, levied, confirmed or imposedupon: (a) the Arena or any portion thereof; and O) any payments received by the Arena Manageror the Team Owner from any Person using or occupying the Arena or any portion thereof.

r'Interest Ratett meaN the annual interest rate tlnt is announced from time to time byWells Fargo Bank, N.A. or its successor as its "prime" lending nte, pltx 2Yu If, at any timeduring the Term, Wells Fargo Bank, N.A. or its successor no longer announces a 'rime"lending rate, then the Interest Rate shall be the arurual interest rate that is announced by anational bank reasonably selected by the Paties and having an office in Phoenix, Arizona assuch national bank's 'rime" lending rate, plus 2olo. The lnterest Rate shall change and beadjusted upon each announosment by Wells Fargo Bank, N.A. or its successor (or any substifutenational bank selected by the Parties pursuant to this definition) of each change in the 'rimetate" used to determine the Interest Rate in the manner described in this definition. Except asotherwise expressly required by the terms of this Agreement, all interest to be paid prxsuant tothis Agreement shall be paid at the Interest Rate and shall be computed on the basis of a 30-dayyear consisting of 12 months of 30 days each and the actual number of days in any partial month.

rrland" shall mean the land parcels on which any portion of the Aena Facility andArena Parking Area are located.

"L:icense'' means any agreement or contract (other than Tickets) entered into by theAena Manager pursuant to the terms of this Agteement for the use of the Arena Facility (or anyportion thereof) with any Parfy (other than the Team Owner with respect to Hockey Events andthe C with respect to C Sponsored Events) for a limited period of time (no more than 14consecutive days), including any agreement or contact with a promoter or sponsor for Events orother activities at the Arena (other than Hockey Events and City Sponsored Events), butexcluding the following: (i) this Agreement; (ii) Concessions Agreements; (iii) Suite LicenseAgreements; (iv) Premium Seat Ageements; (v) Advertising Agreements; and (vi) NarningRights Agreements. tt!!ry'' means a Person entitled to use the Arena or a portion thereofprrsuant to a License.

6Manasement tr'ee' shall mean Fifteen Million Dollars ($15,000,000) per Fiscal Yearpayable pursuant to Section 10,1, subject to all other terms and conditions of this Agreement.

t'@ance Standards" shall mean the performance standards for theArena Manager and any Arena Sub-Manager, as set forth and described in Exhibit "C" attachedto this Agreement.

"MediationD means the process by which a mediation takes place under this Agreementas provided in Section 2l below.

! 73 19l I 6.r4

-15-

*!|!9g!!A!gf' means the individual selected by the Parties in accodance with theMediation procedures established herein to attempt to resolve a dispute.

"Nam!ng-Ri!g' means the exclusive rights to designate or assign a brand, company,product or other name to, or have a name association with or sponsorship of, the following: oneor more portions (or all) of the Arena Facility and Aena Parking Area including the fuenaFacility and fuena Parking Area; concourses within the Arena Facility; the rink in the ArenaFacility; panels, walls; media boards; scoreboards; equipment; entances; exits; landscaping;pavilions; theaters, stages, atfractions; service areas; Team Owner Retail Stores; clubs;seating; communicalion systems; audio and video systems; Team mascots; Zambonis@; Teamperformers; Team ticket stock; and directional signage.

Nqmine Rights Agreementtt means any contract or agreement entered into by or onbehalf of the Aena Manager forNaming Rights.

(NHL" means the National Hockey League, and any successor or assignee of theNational Hockey League, or, if there is no National Hockey League or successor or assignee thenoperating, any other hockey-related associatior league or other group or entity with which theTeam Owner is affiliated.

"Non-Relocation Aere ' means the Non-Relocation Agreemeng dated as of theEffective Date, by and among the City, the Aena Manager and the Team Owne.

r(Non-Hockev Events" means Events other than Hockey Events,(Notice of Team Owner Assisnment" shall have the meaning set forth in Section

12.1.3.

(rOperatinq Accounttt means one or more depository accounts established andmaintained for the benefit of the Arena Manager, the Team Owner, and the City at a federally-insured institution(s) having offices in the State of Anzona for the deposit ard disbursement ofOperating Revenues.

"Qperatinq Expensed'means all expenses or obligations paid directly or incurred by oron behalf of the Arena Facility or the Aena Manager with respect to, or which are reasonablyallocated to, the management and operation of the Arena Facility during the Term (all of whichshall be the responsibility of the Arena Manager except to the extent specifically otherwise setforth herein), including: costs incurred in performing agreements and conacts pertaining to themanagement and operation of the Aena Facility; Impositions; all expenses incured to obtainOperating Revenues; salaries, wages and benefits of all personnel engaged in connection with theoperation of the Arena Facility, including event staff and temporary staff; human resourcesupport services and taining and development expenses; contact labor expenses; maintenanceand repair expenses; utility costs and expenses; deposits for utilities; common area maintenanceexpenses payable prusuant to any covenants, conditions or restictions applicable to the landupon which the Arena Facility is located (as described in Exhibit "8") or any portion thereofwhen used for Events; the Aena Parking Area or any portion thereof; telephone expenses;expenses incurred under Licenses; telescreen, video or scoreboad operation expenses; dues,

-16-l73tgtt6,l4

membership and subscription expenses; security expenses (including expenses incuned under theSafety and Security Agreement); management fees; audit fees; legal fees; other professional fees;refuse removal expenses; cleaning expenses; sales ta,xes; costs of offroe and other materials,supplies and equipment; Ticket commissions (other than Ticket commissions for Hockey Eventsand City Sponsored Events); insurance premiums and bond charges (including premiums andcharges for fidelity/employee dishonesty bonds); data and information processing and storageexpenses; advertising, marketing and public relations expenses; expenses and costs incrrred inthe production and promotion of Events and other activities at the Arena Facility (other thanexpenses and costs incuned in the promotion of Hockey Events and City Sponsored. Events);pest contol expenses; Arena Facility related entertainment experses; employment fees; freightand delivery expenses; expenses for leasing, maintaining and repairing equipmen! credit anddebit facility costs and expenses and telecheck fees and expenses; tavel, lodging and related out-of-pocket expenses properly allocable to the operation of the Arena Facil, including promotionof the Arena Facility, conferences, facility management seminars and classes; and any Claim orLoss (other than as expressly set forth in this Agreement) relating to the Aena Facility;provided, however, that amounts on account of the Exclusive City Revenues or Exclusive TeamRevenues that are received for and paid to the City or the Team'Owner respectively by the AenaManager shall not be included as Operating E4penses; firther provided that expenses orobligations, to the extent incured or paid on behalf of Team Owner or to the extent reasonablyallocable to the operation of the Team Owner's business, shall not be included as OperatingExpenses. Operating Expenses do not include expenses allocable to the Team Owner underGenerally Accepted Accounting Principles or other reasonable allocation princples, includingbut not limited to allocations pursuant to the NHL's Collective Bargaining Agreeme,nt.

Any Operating Expenses that relate to a period of time after the Termination Date shallbe prorated between the City and the Arena Manager so that the City shall pay the portion of theOperating Expenses applicable to the period after the Termination Date, and the Arena Managershall pay, pursuant to this Agreement the portion of the Operating Expenses applicable to theperiod drring the Term.

"Operatins Revenuestt means all revenues collected or otherwise received by the AenaManager from the management and operation of the Arena Facility (including all ExclusiveArena Manager Revenues, but excluding amounts received on account of the Exclusive CityRevenues and Exchsive Tean Revenues and any interest earned on any of the foregoing), asdetermined on an accrual basis in accordance with GAAP, Operating Revenues do not includsrevenues allocable to the Tean Owner rurder GAAP or other reasonable allocation principles,including but not limited to allocations pursuant to the NIIL's Collective Bargaining Agreement.

('Parking Advertisins" means advertising on all or part of the Arena Parking Area.tt@i4gs'means the gross revenue received by Arena Manager from the Aena

Parking Aeas om all revenue sources other than Parking Advertising and Arena NamingRights governed by Section 8.6.4(b) ofthis Agreement.

(6Person" means an individual, general or limited parErership, corporation, joint stockcompany, tust (including a br:siness rrst), unincorporated assosiation, joint ventwe, limitedliability company, Govemmental Authority or other entity,

-17-

r73l9l I 6.14

'fPersonal Propertytt means all movable items (not fixtues) owned by the ArenaManager, the Team Owner, any Afliate of the Arena Manager or Team Owner, or the TeamOwner's players located vithin or on any portion of the Arena Facility or Aena Parking Areas.

"BElEL@" means any ice hockey game (i) in which the Team is a participant; (ii)which, under the Hockey Rules, is classified as a "play-off game for the NHL (Stanley Cup)ohampionship; and (iii) which is, under the Hockey Rules, a 'home game" of the Team,including, in the Team Owner's sole discretion, any related pre-event, intermission or post-eventpromotion, competition, performance, autograph session, show or other entefainment or activitypresented at the Arena Facility for which there is no admission charge other tban the price of therelated Hockey Ticket.

sPremigm Seat'means any seat (excluding any seat in a Suite, but inoluding restauan!bar and simila seating) in the Arena Facility that has services or arenities that ae not availableto general seating in the Arena Facility and for which the licensee thereof pays a premium overthe price for general seating pr:rsuant to a Premium Seat Agreement.

.rPrniqrn Seat Agreement' means written contracts or agreements for (i) the use ofPremium Se(s) for Hockey Events, and (ii) the first right to pr:rchase the use of such PremiumSeat(s) for all other Events except Commnnity Events, during the Term.

"Pre-season Game" means any ice hockey game (i) in which the Team is a partioipant;(ii) which is scheduled to be played prior to the portion of the Hockey Season promulgated bythe NHL as the regular season; and (iii) which is, under the Hookey Rules, a "home game" of theTeam, including, in the Team Owner's sole discretion, any related pre-event, intermission orpost-event promotion, competition, performance, autograph sessior show or other entertainmentor activity presented at the Arena Faoility for which there is no admission charge other than theprice of the related Hockey Ticket.

"Qualified Ticket" means a Ticket to a Fee Activity for which (i) the Team Owner, witlrrespect to Hockey Events; (ii) the Arena Manager ot sponsor or promoter, with respct to TeamRevenue Events, City Revenue Events and other Fee Activities that ae not Events; or (iii) theCity, with respect to City Sponsored Events, receives valuable consideration (whether in moneservices, goods or other value), Any Ticket for which (i) the Team Owner, with respect toHockey Events; (ii) the Arena Manager or the sponsor or promoter with respect to TeamRevenue Events, City Revenue Events and other Fee Activities that arc not Events; or (iii) theCity wittt respect to City Sponsored Events, (a) receives no value, or (b) receives money (but notany other services, goods or other value) fot such Ticket in an amount less than 25o/o of the rctaiIprioe stated on the face of such Ticke! shall not be a "Qualified Tickef'; provided, however, that,if the average number of Tickets described in the immediately preceding clauses (a) and (b) thatae distibuted by the Team Owner for each Hockey Event (other than Hockey-Related Events)in a given Hockey Season exceeds 1,000, then the number of Tickets by which the averagenumber of Tickets described in the immediately preceding clauses (a) and (b) disnibuted by theTeam Owner for each Hockey Event in such Hockey Season exceeds the average of 1,000Tickets per Hockey Event in such Hockey Season shall be deemed "Qualified Tickets", unlessthe City and the Team Ownermutually agree otherwise.

17319lL6,t4

-1 8-

r(Regular Season Gamett means any ice hockey game (i) in which the Team is aparticipant; (ii) which is scheduled to be played druing the portion of the Hockey Seasonpromulgated by the NHL as the regular season; and (iii) which is, under the Hockey Rules, a'tome game" of the Team, including any related pre-event intermission or post-eventpromotior competition, performance, autograph session, show or other entertainment or activitypresented at the Arena Facility for which there is no admission charge other than the price of therelated Hockey Ticket.

(Related Asreements' means the Non-Relocation Agreement the Safety and SecurAgreement, and any agreement that is included as an Exhibit to this Agreement or othenvisespecifically contemplated by this Agreement.

ttReriewal and Replacen tt means one or more accorutts, requiring thesignatrues of the Arena Manager and the C for withdrawals, maintained at a federally insrredinstitution(s) having offices in the State of Arizona for the deposit of Capital ImprovementContributions and disbursement of Capital Improvement Expenditures as defined in Section 11.

Rep!cement Arena Managertt means, in the event of an Aena Manager \ilithdrawal,a qualified arena manager designated by the Tearn Owner or the City, as applicable underSection t9.3.3, that agrees to assume the obligatiors of the Arena Manager under thisAgreement.

rrSafetv and Securi8 Agreement' means that certain Safety and Security Agreement inthe form attched to this Agreement as Exhibit "E', to be entered into as of the Closing Date byand among the C, the Aena Manager and the Tea:n Owner prior to the Closing Date.

*Schedulng Procedures' means the scheduling procedures for the Arena Facilityatached to this Agreement as Exhibit "F", as the sane may be amended, from time to time, byagreement among the City, the ArenaManager and the Team Owner.

"fo!eg!!gU!4g" means a Taking of the Arena Facility tlnt, in the reasonableestimation of fuena Manager, will render the Aena Facil unsuitable for the Arena Manager'soperations as contemplated by this Agreement.

*Suite'means any portion of the Aena Facility that is constructed as a "suite" within theAena Facility and designated by the Team Owner as a "suite", including specialty zuites, suchas opera zuites, party zuites and '1nder stands" suites.

rt@nttt means written contacts or agreements for the license or useof Suites.

rrSuite License RevenuesD meaN the revenues received by the Aena Manager inconnection with the licensing or rental of Suites.

"Supplemental Surch 'means as defined in Section 9.1.3.tt ountstt means as defined in Section 9.1.3

_19_

l73l9l t6.14

"Supplemental Su{charge Procedures" means as defined in Section 9.1.3, to be enteredinto as of the Closing Date by and among the City, Arena Manager and the "Escrovv Agent" tobe named therein,

(Takinst means the exercise of the right of eminent domain, with or without litigation,

or the tansfer in lieu or under the threat of eminent domain.ttTeam Owner Assignee" means a Person to which the Team Owner intends to make an

assignme,lrt in accordance with the terms and conditions of this Agreement, including withoutlimitation Section 12 hereof.

3Team Owner l)efaultD means the occurrence of any of the following events:(m) If the Team Owner fails to pay when due any amount payable

by the Team Owner hereunder, and such failure is not cwed within 30 days after the TearnOwner's receipt of notice of such failure from any other Party to this Agreement;

(n) If any representation or wananty made by the Team Owner inthis Agreement at any time proves to have been inconect in any material respect as of the timemade, and if the Team Owner fails to cause such representation or warranty to become conectwithin 30 days afrer the Team Owner's receipt of notice from any other Party to this Agreementthat such representation or warranty was inconect; provided, however, that if it is reasonablypossible to cause such representation or warranty to become conect but it is not reasonablypossible o cause such representation or warranty to become oorrect $ithin such thirty-dayperiod, then such cure period sball be for a period of time (not to exceed 180 days), so long asthe Team Owner (i) commences to cause such representation or warranty to become correctwithin 30 days after the Team Owner's receipt of such notice, and (ii) thereafter diligentlycontinues to cause such representation or waranty to become correct;

(o) If the Team Owner is determined by a court order to beinsolvent; or makes an assignment for the benefit of creditors; or applies for or consents to theappointment of a receiver or trustee for it or for a substantial part of its property or business,provided, however, such action shall not constitute a Team Owner Default for so long as TeamOwner is timely paying any sums required to be paid under this Agreement and is performing allof its other covenants, agreements, obligations, liabilities and duties under this Agreement; or

(p) If the Team Owner materially breaches any covenant orprovision of this Agreemen and such breach is not cued within 30 days after the TeamOwner's receipt from any other Party to this Agreement of notice of such breach; provided,however, that if it is reasonably possible to cure suoh breach but it is not reasonably possible tocure such breach within such thirty-day period, then such cure period shall be for a period oftime (not to exceed 180 days), so long the Team Owner (i) commences to cure such breachwithin 30 days after the Team Owner's receipt of such notice, and (ii) thereafrer diligentcontinues to oure such breach.

I 731 91 16. l4

-20-

ttTeam Locker Room' means the space in the Arena Facility designed and consuctedfor the exclusive use by the Team Owner as a home team locker room, including dressing,locker, shower, lounge, training, exercise and video coaching ueas.

rTeam Revenue Event' means a revenue-producing Even! other than Hockey Events,Community Events, or City Sponsored Events, that is sponsored or.co-sponsored by the TeamOwner or that is conducted under, with, or in the Team's name.

('Ieam.ReJail Stores" means any the rtrea or areas in the Arena facility designed andexclusive use by the Team Owner for Team Sales, as described on Exhibit "A".

Team Sales" means sales by the Team Owner which result in Exclusive TeamRevenues only.

rrTelm" means the period commencing on the Closing Date and ending on theTermination Date or, if earlier, the date on which this Agreement otherwise is terminated on theterms set forth herein.

rsTermination Date" means the 30fr day afrer the last day of the NHL hockey seasoncommencingin202S.

"Th!4!-EE' means a third party that is not the Team Owner, the Arena Manager or anAffiliate of the Team Oqmer or the Arena Manager.

rrTickett means the ticket or other indicia by which admission to the Arena Facility foran Event or other activity at the Arena Facility is permitted and contolled.

1.3 Ter.ms. Whenever the context shall so require, all words herein in any gendershall be deemed to nclude