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					                                                                   Confidential

                                           OAKLAND-ALAMEDA COUNTY
                                             COLISEUM AUTHORITY

                                          MANAGEMENT CONTRACT REVIEW
                                                LIMITED SCOPE

                                                 CONFIDENTIAL

                                                 PREPARED BY:
                                           BARRETT SPORTS GROUP, LLC




                                                  April 15, 2012
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Table of Contents

I.    Executive Summary

II.   Coliseum Complex Facility Overview

III. Coliseum Complex Management Overview

IV. Coliseum Complex Financial Overview

V.    Summary of Management Services Proposals

      A. SMG Proposal Overview

      B. AEG Proposal Overview

      C. Global Spectrum Proposal Overview



Appendix A: Financial Evaluation of Proposals

Limiting Conditions and Assumptions

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                              I.          Executive Summary




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I.         Executive Summary
Introduction

      The Oakland-Alameda County Coliseum Complex is a 120 Acre, Multi-Venue Sports and
       Entertainment Complex Located in Oakland, California

           The City of Oakland (“City”) and County of Alameda (“County”) Jointly Own the Complex
           The Oakland-Alameda County Coliseum Authority (“Authority”) Manages the Complex on
            Behalf of the City and County

      The Authority has Historically Subcontracted with a Private Entity for Day-to-Day Management

           SMG has Managed the Complex (Under a Joint Venture) Since 1998
             – Amended and Restated Complex Management Agreement Expires on June 30, 2012

      The Authority is Currently Evaluating Proposals for Complex Management Services

           Authority Issued a Request for Proposals (“RFP”) for Management Services on September 23,
            2011

           Authority Subsequently Requested Best and Final Offers on April 2, 2012

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I.         Executive Summary
Overview – Request for Proposal for Management Services

      RFP Established Certain Minimum Requirements


           Proposers Must have Managed at Least Two Home Facilities for Professional Sports
            Franchises
            – Including at Least One NBA Arena or One NFL Stadium

      Information Required

             Description of Legal Entity Including Historical Financial Statements and Executive Bios
             Management Experience of Publicly and Privately Owned Facilities
             Proposed Financial Terms Including Term, Fees, and Capital Investment
             Proposed Management of the Complex Including a Management Plan and Staffing Plan
             Proposed Management Agreement




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I.         Executive Summary
Stated Criteria for Evaluation of Proposals

      Committee Comprised of Board and Staff Representatives will Evaluate Proposals Based on the
       Following Criteria

           Price
            – Highest Scores Awarded to Lowest Cost to Authority that Also Provide an Incentive to
                Book Additional Events

           Investment
            – Highest Scores Awarded to Highest Value of Proposed Investment

           Experience / Expertise
            – Highest Scores Awarded to the Entity with the Most Depth of Successful Management
               Experience

           Personnel
            – Highest Scores Awarded to the Entity Based on the Quality of Experience and Success of
               Potential Employees, Especially the Proposed General Manager

           Plan
            – Highest Scores Awarded Based on the Quality and Detail of Management and Personnel
               Plans with a Focus on Customer Service and Environmental Sustainability
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I.         Executive Summary
Overview of Proposers and BSG Evaluation

      The Following Three Firms Submitted Formal Responses to the RFP

           SMG
           Anschutz Entertainment Group (“AEG”)
           Global Spectrum

      Barrett Sports Group, LLC (“BSG”) has Reviewed Each Proposal and is Pleased to Present Our
       Preliminary Findings and Observations

           The Authority Retained BSG to Complete a Limited Scope Review of the Proposals with an
            Emphasis on the Financial Aspects of Each Proposal – BSG Did Not Prepare an Authority
            Cash Flow Model that Reflects Bottom Line Impact

           BSG Conducted Phone Interviews with Each Proposer

           BSG has not Completed a Comprehensive Review of Each Proposal

           BSG has not Independently Verified All Claims/Credentials

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I.         Executive Summary
Coliseum Complex Overview

      Complex Consists of the Following Facilities

             ORACLE Arena
             O.co Coliseum
             Surrounding Parking Lots
             Public Areas

      Complex Primary Tenants Include

           Golden State Warriors (“Warriors”) – ORACLE Arena
            – Lease Expiration: June 30, 2017
           Oakland Athletics (“A’s”) – O.co Coliseum
            – Lease Expiration: Year to Year through 2013
           Oakland Raiders (“Raiders”) – O.co Coliseum
            – Lease Expiration: 2013 (Includes Early Buyout Provision)




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I.         Executive Summary
Coliseum Complex Management Overview – Current Management Fee Components (SMG)

      Annual Management Fee Presently Includes a Fixed Fee Component and an Incentive Fee
       Component

      Annual Fixed Fee
           $200,000 per Fiscal Year

      Annual Incentive Fee – Maximum Annual Incentive Fee is $550,000

          % of Adjusted OCJV Generated Revenues

          $0 to $5,000,000                          10%
          Between $5,000,000 to $6,000,000          12%
          Over $6,000,000                           15%

           Incentive Fee to be Reduced by Amount by which OCJV Exceeds Budgeted Expenses (If Any)

      Total Fee (Maximum)
        Sum of Fixed and Incentive Fees May Not Exceed $750,000 per Year
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I.         Executive Summary
Historical Complex Revenues and Manager Compensation

      2011 Adjusted OCJV Generated Revenues Exceeded $7,400,000, Up Significantly from Prior
       Years

      In 2011, Manager Earned Maximum Combined Compensation of $750,000

                                                                       Complex - Combined
                                                                    Fiscal Year Ended June 30,
                                                         2008           2009          2010         2011          Average

            Adjusted OCJV Generated Revenues           $4,242,614    $5,401,514    $4,163,119    $7,443,259   $5,312,627

            Incentive Fee
                 10%             < $5 Million           $424,261       $500,000      $416,312     $500,000     $460,143
                 12%        $5 Million to $6 Million          $0        $48,182            $0     $120,000      $42,045
                 15%           Above $6 Million               $0             $0            $0     $216,489      $54,122

                Total Incentive Fee - Earned            $424,261       $548,182      $416,312     $836,489     $556,311

                Maximum Total Fee                       $750,000       $750,000      $750,000     $750,000     $750,000
                Fixed Fee                               $200,000       $200,000      $200,000     $200,000     $200,000
                Maximum Incentive Fee                   $550,000       $550,000      $550,000     $550,000     $550,000

                Incentive Fee Compensation              $424,261       $548,182      $416,312     $550,000     $484,689
                Add: Fixed Fee                          $200,000       $200,000      $200,000     $200,000     $200,000
                Total Compensation                      $624,261       $748,182      $616,312     $750,000     $684,689
                Compensation as % of OCJV Revenues         14.7%          13.9%         14.8%        10.1%        12.9%
            Source: Oakland Coliseum Joint Venture.


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                                  Summary of Proposals




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I.         Executive Summary
Overview of Proposals

      Authority Issued RFP September 23, 2011 – Request for Best and Final Offers Made April 2, 2012
        Each Proposer Confirmed that Original Offer Remains Valid
        Summary of Offers Provided Herein – Original Offer for Each is Presented as “Option 1”

      Revised Offers and Additional Options May Have Resulted in Commensurate Tradeoffs to Other
       Elements of Original Offer

      Certain Elements of the Proposals Provide Benefits that can be Quantified and Directly Compared
       while Other Elements Provide Benefits that are Difficult (or Impossible) to Quantify

      Financial Modeling Included Herein Illustrates Only Certain Quantifiable Aspects of Proposals

      Authority Must Consider Qualitative and Quantitative Benefits Associated with Each Proposal

      Strengths/Weaknesses of Each Proposal Must Be Compared Against Authority’s Overall Goals,
       Priorities and Objectives




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I.         Executive Summary
Summary of Proposed Management Contract Terms – SMG

                                                Option 1 (Original)                 Option 2

                    Initial Term                        5 Years                      5 Years

                    Renewal Term              2 Years (Authority Option)              None

                    Early Termination                   None                  After Year 3 (Authority
                                                                                     Option)
                    Annual Fixed Fee                    None                          None

                    Annual Incentive Fee        $0 to $4.5 Million: 14%       $0 to $4.5 Million: 4%
                    (Based on Adjusted OCJV    $4.5 to $8.0 Million: 5%      $4.5 to $5.3 Million: 5%
                    Generated Revenues)        Above $8.0 Million: 10%       Above $5.3 Million: 15%
                                                 (Fees at Risk if SMG         (Full Exposure if SMG
                                               Exceeds Expense Budget)       Exceeds Expense Budget)
                    Capital Investment                 $2,500,000             $3,000,000 (Subject to
                                              Capital Repayment in Year 5   Capital Recovery at 12% of
                                               (No Renewal) – $500,000       Annual OCJV Revenue)
                    Guarantee                           None                $1,000,000 Guarantee Based
                                                                            on SMG Oakland Presents -
                                                                               Aggregate Net Income
                                                                              Guarantee Over 5 Years
                    Other                     $100,000 Discretionary Fee     Expressed Willingness to
                                                                              Consider and Negotiate
                                              Alternative 3 Year Proposal     Alternative Structures

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I.         Executive Summary
Proposal Considerations – SMG Observations


      Knowledge of Complex Operations – On-Site Management Experience
        Complex Manager Since 1998
        No Transition Costs
        No Disruption of Management

      Significant Experience Managing Professional Sports Venues
        Management Portfolio Includes Both NFL (5) and NBA (3) Venues
        Management Portfolio Includes 4 Major Sports and Entertainment Complexes

      Recent Commitment to Booking Additional Non-Tenant Events
        Formation of Business Advisory Council (Another Planet Entertainment)
        Hiring of Robin Alexander, Local Booking Specialist
        Increased Willingness to Take on Promoter’s Risk – SMG Oakland Presents
          – $1,000,000 Aggregate Net Income Guarantee Associated with SMG Oakland Presents
               Over Initial Term
        Question: Why Didn’t SMG Implement Similar Initiatives Earlier




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I.         Executive Summary
Proposal Considerations – SMG Observations (Continued)


      "Neutral" Operator
        Impact of Relationship with Another Planet Entertainment (Advisor – No Equity Stake)


      Reduced Combined Operating Losses from ($17.7) Million to ($14.6) Million Since 2007


      Relationship with Local Community
           A Majority of Discretionary Spending is Spent with Local Businesses

      Strong California Presence Beyond Coliseum Complex
        Moscone Center – San Francisco, California
        Long Beach Convention & Entertainment Center – Long Beach, California
        Rabobank Arena – Bakersfield, California
        Save Mart Center – Fresno, California
        Selland Arena – Fresno, California
        Stockton Arena – Stockton, California



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I.         Executive Summary
Proposal Considerations – SMG Observations (Continued)


      Proposals Include Annual Budget Expense Protection
        Option 1 Limited to Management Fees
        Option 2 Unlimited Exposure

      Option 2 Includes $1,000,000 Aggregate Net Income Guarantee Associated with SMG Oakland
       Presents Over Initial Term

      Option 2 Provides Reduced Management Fee Structure Combined with Capital Recovery Plan
        Portion of Capital Recovery at Risk if OCJV Revenues Do Not Reach $5.0 Million Annually




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I.         Executive Summary
Summary of Proposed Management Contract Terms – AEG
                                   Option 1 (Original)                  Option 2                      Option 3

       Initial Term                        5 Years                       5 Years                       5 Years

       Renewal Term                       5 Years                         5 Years                       5 Years
                                     (Mutual - Clarified)                (Mutual)                      (Mutual)
       Annual Fixed Fee                     None                          None                          None

       Annual Incentive Fee         12% of All Non Tenant         12% of All Non Tenant         12% of All Non Tenant
       (Based on Adjusted OCJV        Event Revenues                Event Revenues                Event Revenues
       Generated Revenues)
       Capital Investment                 $3,500,000                      None                          None
                                 Capital Repayment in Year 5
                                 (No Renewal) – $1,750,000
       Other Investment                  $1,000,000                     $300,000                      $300,000
                                      (Signing Bonus)            (Real Estate Consulting)      (Real Estate Consulting)
                                          $300,000
                                   (Real Estate Consulting)
       Guarantee                     $2,500,000 Revenue            $2,500,000 Revenue            $2,500,000 Revenue
                                    Guarantee – 25 Events         Guarantee – 25 Events         Guarantee – 25 Events

                                                                Minimum Aggregate OCJV        Minimum Aggregate OCJV
                                                                 Revenue of $27,000,000        Revenue of $30,000,000
                                                                (Complete Downside Risk)      (Management Fees at Risk)
       Other                       Expense Reduction Plan       Expense Overrun Protection    Expense Overrun Protection

                                  Authority to Pay Transition   Authority to Pay Transition   Authority to Pay Transition
                                          Expenses                      Expenses                      Expenses
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I.         Executive Summary
Proposal Considerations – AEG Preliminary Observations


      Fully Integrated Network of Business Units – Ability to Leverage Assets to Maximize Revenues
           Potential Synergies with AEG Live (#2 Promoter in Worldwide Ticket Sales (Pollstar 2011))


      Significant Experience Managing Professional Sports Venues
        Management/Venue Services Portfolio Includes 8 NBA Venues (Serving Nine NBA Teams)
        No NFL/MLB Venues – Domestic Operations Currently Focus on Arenas and MLS Facilities


      AEG is Familiar with the Needs of Sports Tenants
           Majority or Minority Owner of NBA, NHL, and MLS Franchises


      Familiarity with Coliseum Complex
           Proposed GM Chris Wright is a Former Coliseum Complex Assistant GM




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I.         Executive Summary
Proposal Considerations – AEG Preliminary Observations (Continued)

      Strong California Presence
           Los Angeles, California Headquarters
           Several Prominent Facilities
             – Staples Center / LA Live – Los Angeles, California
             – Valley View Casino Center – San Diego, California
             – Home Depot Center – Carson, California
           AEG Live Bay Area Office

      Strong West Coast Presence in Major Markets/Venues
           Staples Center / LA Live – Los Angeles, California
           Valley View Casino Center – San Diego, California
           Rose Garden – Portland, Oregon
           KeyArena – Seattle, Washington




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I.         Executive Summary
Proposal Considerations – AEG Preliminary Observations (Continued)

      Active Facilities Developer/Equity Investor – Impact on Complex Tenant Mix
           Los Angeles Football Stadium (Farmers Field)
           San Francisco Arena (Various Parties have Approached AEG About Potential Opportunities)
           AEG Willing to Consider Exclusivity Provision to Cover Length of Term


      Active Facilities Developer/Equity Investor – Impact on Complex Events
           Sacramento Entertainment and Sports Complex (Uncertain Status)
              – Routing Opportunities
              – Potential Competition Between Markets – Nominal Impact Based on Historical Booking
                Experience in Sacramento vs. Bay Area


      AEG Live Competitive Relationship with Live Nation
           AEG Managed/Venue Services Facilities Currently Host Live Nation Events
           Number of Live Nation Events at ORACLE Arena May Decrease – AEG Live and Other
            Events Booked by AEG May Offset (or More than Offset) Potential Loss
              – Total Concerts Increased at KeyArena and Target Center Under AEG Management /
                Number of Live Nation Concerts Relatively Consistent with Historical Levels
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I.         Executive Summary
Proposal Considerations – AEG Preliminary Observations (Continued)

          Each Option Presented by AEG Contains a Revenue Guarantee Tied to Certain Events
           Target 25 “Diverse High Profile Events” Not Typically or Regularly Held at the Complex
            – 5 Stadium Events
              – 10 Boxing / Mixed Martial Arts Matches
              – 2 Stadium Sports Events (Non NFL/MLB)
              – 3 Bull Riding Events
              – 5 Gospel Concerts / Events

           Guarantee of $2,500,000 Over Initial Term – Regardless of Number of Events Actually Held

           AEG Incentivized to Secure Additional Non-Tenant Events
              – Must Establish Reasonable Baseline to Determine/Assess Incremental Revenue

          Under Option 2, AEG is Willing to Guarantee Aggregate Adjusted OCJV Generated Revenue of
           $27,000,000 Over the Initial Term (Subject to Force Majeure, Etc.) – Full Exposure

          Under Option 3, AEG is Willing to Guarantee Aggregate Adjusted OCJV Generated Revenue of
           $30,000,000 Over the Initial Term (Subject to Force Majeure, Etc.)
           Shortfall Exposure Limited to AEG Management Fees
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I.           Executive Summary
Summary of Proposed Management Contract Terms – Global Spectrum
                           Option 1 (Original)                Option 2                    Option 3                   Option 4

 Initial Term                      5 Years                     5 Years                     5 Years                     5 Years

 Renewal Term                        NA                         5 Years                     5 Years                    5 Years
                                                               (Mutual)                    (Mutual)                   (Mutual)
 Annual Fixed Fee               $180,000 (CPI)              $180,000 (CPI)              $200,000 (CPI)             $100,000 (CPI)

 Annual Incentive            $0 to $3.0 Million: 8%      $0 to $3.0 Million: 8%     $0 to $3.0 Million: 10%     $0 to $5.3 Million: 0%
 Fee                        $3.0 to $5.0 Million: 9%   $3.0 to $5.0 Million: 9%    $3.0 to $5.0 Million: 11%    Next $120,000: 100%
 (Based on Adjusted OCJV   $5.0 to $6.0 Million: 10%   $5.0 to $6.0 Million: 10%   $5.0 to $6.0 Million: 12%    Next $2,580,000: 15%
 Generated Revenues)        $6.0 to $8.0 Million: 0%    $6.0 to $8.0 Million: 0%    $6.0 to $8.0 Million: 0%    Over $8,000,000: 20%
                             Over $8,000,000: 20%        Over $8,000,000: 20%        Over $8,000,000: 20%
 Capital Investment               $2,000,000                  $2,000,000                  $2,500,000                    None

 Other Investment                   None                        None                        None                        None

 Other                        Comcast Synergies         $2,500,000 Aggregate        $2,500,000 Aggregate        $2,500,000 Aggregate
                                                       “Bottom Line” Guarantee     “Bottom Line” Guarantee     “Bottom Line” Guarantee
                              Authority to Pay             (Baseline 2011)             (2011 Baseline)             (2011 Baseline)
                             Transition Expenses
                                                       Comcast – $25,000/ Year     Comcast – $25,000/ Year     Comcast – $25,000/ Year
                                                        Sponsorship Plus 500        Sponsorship Plus 500        Sponsorship Plus 500
                                                        Cable Spots per Month       Cable Spots per Month       Cable Spots per Month

                                                         Real Estate Services        Real Estate Services        Real Estate Services

                                                          Authority to Pay            Authority to Pay            Authority to Pay
                                                         Transition Expenses         Transition Expenses         Transition Expenses
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I.         Executive Summary
Proposal Considerations – Global Spectrum Observations

      Significant Experience Managing Professional Sports Venues
        Limited Number of NFL (1) and NBA (1) Venues

      "Neutral" Operator
           Potential Strategic Partnership with Live Nation/Ticketmaster

      Limited California Presence
           Minimal Conflicts with Other Managed Facilities
           Minimal Opportunities for Routing Synergies (Applies to Only Selected Number of Events)

      Conducted On-Site Visits and Meetings with Tenants and Community Leaders/Organizations
           Identified Potential Operating Improvements
             – Food and Beverage
             – Parking
             – Club Seating
             – Concert Club Initiatives
                 » Limited Detail Provided on How to Improve Existing Program


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I.         Executive Summary
Proposal Considerations – Global Spectrum Observations (Continued)

      Revised Offers Include $2.5 Million Aggregate “Bottom Line” Guarantee Over
          Initial 5 Year Term (2011 Baseline) (Subject to Force Majeure, Etc.)
           To be Generated by Combination of Incremental Net Revenues and Expense Reductions

      Potential Local Market Synergies with Comcast Media Assets
           Revised Offers Include 500 Thirty-Second Cable Television Spots Available to the Complex
            on a Monthly Basis for Promotional Purposes (Global Estimates Cost at $225,000/Month)
             – Promote Complex and Events
             – Promote Concert Club
             – Public Service Announcements
             – Value/Benefit of Cable Television Spots to the Authority is Difficult to Quantify
           Revised Offers Include $25,000/Year Sponsorship

      Under Certain Proposal Options, Compensation Structure Provides “Mixed” Incentive to Book
       Additional Events
           Financial Incentive to Increase Adjusted OCJV Revenues Over $8.0 Million – Global
            Spectrum Expressed Confidence in Ability to Grow Revenue
           Global Spectrum has Limited Financial Incentive to Book Additional Events if Adjusted
            OCJV Revenues are Expected to be in $6.0 Million to $8.0 Million Range
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I.         Executive Summary
Proposal Considerations – Global Spectrum Observations (Continued)

      Option 4 Puts Incentive Fee Fully at Risk if OCJV Revenues Do Not Reach $5.3
       Million Per Year

      Proposed Complex GM Candidate Lacks On-Site Knowledge




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                         Financial Evaluation Summary




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I.              Executive Summary
Financial Evaluation Summary – Management Fees Only


         Management Fees Reflected on a Present Value Basis Over the 5 Year Initial Term
               Global Spectrum Option 4 Offers Lowest Management Fees
                    –      Based on OCJV 4 Year Average Revenue
                    –      Based on OCJV 4 Year Low Revenue
                    –      Based on OCJV 4 Year High Revenue
               Management Fees Calculated Based on Assumed Revenues Below and Proposed Revenue
                Guarantee (If Any)
                                                Summary of Proposals: Present Value of Management Fees

     Firm                           SMG (1)                            AEG (2)                                  Global Spectrum (3)
     Option                 1 (Original)    2           1 (Original)     2             3         1 (Original)     2            3              4

     OCJV Revenue
     Average: $5,312,627    ($2,824,943) ($3,588,487)   ($2,938,188) ($2,938,188) ($2,938,188)   ($2,659,108) ($2,764,417) ($3,317,301) ($1,016,840)

     Low:     $4,163,119    ($2,455,120) ($2,839,550)   ($2,357,130) ($2,357,130) ($2,357,130)   ($2,210,146) ($2,304,924) ($2,760,965)    ($421,236)

     High:    $7,443,259      ($3,273,693) ($4,934,737) ($4,015,188) ($4,015,188) ($4,015,188) ($2,948,654) ($2,948,654) ($3,538,385) ($2,363,090)
     (1) - Management fees include annual capital recovery estimated at 12% of first $5.0 million of OCJV Revenue.
     (2) - Management fees are reflected prior to impact of certain guarantees (Option 3).
     (3) - Management fees include fixed fees and assume "bottom line" guarantee is allocated 50%/50% between OCJV Revenue and expenses.




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I.                Executive Summary
Financial Evaluation Summary – Net Capital Investment Only

          Net Capital Investment Accounts for the Following (Does Not Include Revenue Guarantee)
            Capital Investment
            Other (Upfront) Investment
            Present Value of Consulting Services
            Present Value of Capital Repayment

               Note: Must Consider Cost of Capital Investment – Manager Will Seek Return on Investment
               (Direct or Indirect)

          AEG Option 1 Offers the Highest Net Capital Investment
            $3,445,000 Over 5 Year Term
                                                           Summary of Proposals: Net Capital Investment (1)

     Firm                                SMG                                     AEG                                             Global Spectrum
     Option                    1 (Original)         2          1 (Original)       2               3          1 (Original)         2            3              4

     OCJV Revenue
     Average: $5,312,627        $2,126,371    $3,000,000        $3,445,040      $252,742       $252,742       $2,000,000     $2,000,000     $2,500,000            $0

     Low:     $4,163,119        $2,126,371    $3,000,000        $3,445,040      $252,742       $252,742       $2,000,000     $2,000,000     $2,500,000            $0

     High:     $7,443,259        $2,126,371 $3,000,000             $3,445,040      $252,742       $252,742        $2,000,000 $2,000,000 $2,500,000                $0
     (1) - Analysis includes value of upfront capital and other investment, present value of consulting services and present value of capital repayment.


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I.                Executive Summary
Financial Evaluation Summary – NPV Reconciliation

          Analysis Isolates Proposed Management Terms to Allow for Direct Comparison
                Does Not Account for Variances in Potential Financial Performance of Each Firm – Authority
                 Cash Flow Analysis has not been Prepared

          NPV to Complex Reflects the Value of Upfront Investment Received by the Complex, Net of
           Payments Made to Manager

          An AEG Proposal Option is the Most Competitive at Each Level of Revenue
                Option 1 Provides Highest NPV Based on OCJV 4 Year Average and High Revenue
                Option 2 Provides Highest NPV Based on OCJV 4 Year Low Revenue (Guarantee)

                                                           Summary of Proposals: Net Present Value (NPV) (1)

     Firm                                SMG                                      AEG                                              Global Spectrum
     Option                    1 (Original)         2          1 (Original)        2                3          1 (Original)         2            3             4

     OCJV Revenue
     Average: $5,312,627         ($698,572)      $253,985       $2,613,034      ($211,215)      $210,021         ($659,108) $1,447,074        $1,394,190   $1,194,651

     Low:      $4,163,119        ($328,749) $1,002,922          $3,194,091     $5,211,986     $2,358,924         ($210,146) $1,906,567        $1,950,526   $1,790,255

     High: $7,443,259           ($1,147,322) ($1,092,264)         $1,536,034 ($1,656,264) ($1,656,264)              ($948,654) $1,262,837     $1,173,106    ($151,599)
     (1) - Analysis does not account for certain qualitative and quantitative factors that may provide additional benefit to the Authority.

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I.         Executive Summary
Preliminary Observations – Summary (Continued)

      SMG has Most Experience in Managing Sports Complexes with Multiple Major League
       Professional Sports Tenants
        Knowledge of Complex Operations
        No Transition Costs/Disruption
        Established Track Record at Complex
           – Must Assess Potential Revenue Impact of New Event Booking Initiatives – $1,000,000
               Aggregate Net Income Guarantee
        Expressed Willingness to Negotiate and Consider Options to Restructure Proposals to Meet
           Authority’s Requirements (Verbal)

      AEG’s Proposal is Aggressive in Terms of Capital Investment and Guarantees
        Fully Integrated Network of Business Units
        Significant Capital Investment Proposal (Option 1)
        $2,500,000 Guarantee Over 5 Years Related to Designated Events – Must Determine Baseline
        $27,000,000 Aggregate OCJV Revenue Guarantee Provides Significant Downside Protection
        $30,000,000 Aggregate OCJV Revenue Guarantee Provides Significant Upside Opportunity
          (Exposure Limited to Management Fees)
        Annual Budget Expense Protection – Limited to Fees Paid with Recovery Opportunity (Verbal)
        Potential Impact on Live Nation Events Must be Evaluated (Options 2 and 3 Mitigate Risk)
        Potential Issues Regarding AEG’s Stadium/Arena Development Plans Must be Addressed


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I.         Executive Summary
Preliminary Observations – Summary (Continued)

      Global Spectrum Offering “Bottom Line” Guarantee
        $2,500,000 “Bottom Line” Guarantee – Baseline Equal to 2011 Net Operating Loss (Verbal)
        Option 4 Puts Incentive Fee at Risk if OCJV Revenues Do Not Reach $5.3 Million Per Year
        Comcast Support Includes Sponsorship Component and 500 Spots Per Month
        Development Advisory and Potential Partnership Opportunity with Cordish
        Ability to Deliver Improvement in Event Bookings Must be Evaluated
        Further Detail Required Regarding the Potential Expanded Live Nation/Ticketmaster
          Relationship

      Other
        Must Consider Vendor Contracts with Affiliates in Future Negotiations
          (Concessions/Ticketing/Etc.)
        If AEG or Global Spectrum is Selected, Timing, Costs and Other Issues Related to Transition
          Must be Considered
           – Must Negotiate Contract and Complete Transition Well Before NFL Pre-Season Starts
           – AEG and Global Spectrum NFL Staffing Estimates Well Below SMG Historicals – May
             Underestimate Challenges/Issues
           – Consider a Maximum Not to Exceed Cap on Transition Costs



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             II.         Coliseum Complex Facility Overview




Preliminary Draft – Subject to Revision                           Page 31
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II.        Coliseum Complex Facility Overview
Coliseum Complex Overview

       Complex Consists of the Following Facilities

             ORACLE Arena
             O.co Coliseum
             Surrounding Parking Lots
             Public Areas

       Complex Primary Tenants Include

           Golden State Warriors (“Warriors”) – ORACLE Arena
            – Lease Expiration: June 30, 2017
           Oakland Athletics (“A’s”) – O.co Coliseum
            – Lease Expiration: Year to Year through 2013
           Oakland Raiders (“Raiders”) – O.co Coliseum
            – Lease Expiration: 2013 (Includes Early Buyout Provision)




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II.        Coliseum Complex Facility Overview
ORACLE Arena Event Profile                          Arena - Number of Events                  FY 2009 FY 2010       FY 2011
                                                    Assemblies                                      2       0             3
                                                    Concerts                                       26      19            24

       ORACLE Arena 2011 Event Profile             Entertainment
                                                    Family Shows
                                                                                                    4
                                                                                                   30
                                                                                                            2
                                                                                                           36
                                                                                                                          2
                                                                                                                         40
                                                    Non-Professional Sports                         0       2             1
                                                    Total Arena Non-Tenant Events                  62      59            70

           70 Arena Non-Tenant Events              Golden State Warriors                          43         43        44
                                                    Total Arena Events with Warriors              105        102       114
            – Primarily Family Shows and Concerts   Source: Oakland Alameda County Coliseum Authority.

                                                    Arena - Total Attendance (1)              FY 2009 FY 2010       FY 2011
           Arena    Non-Tenant     Event   Total   Assemblies
                                                    Concerts
                                                                                               17,569       0
                                                                                              248,477 183,748
                                                                                                                     16,000
                                                                                                                    254,542
            Attendance was 456,287                  Entertainment                              28,657  14,765        26,674
                                                    Family Shows                              111,573 180,099       155,356
            – Up Significantly from FY 2010         Non-Professional Sports                         0  15,811         3,715
                                                    Total Arena Non-Tenant Events             406,276 394,423       456,287

                                                    Golden State Warriors                       651,899   578,845 653,647
           Arena Non-Tenant Event Average          Total Arena Events with Warriors          1,058,175   973,268 1,109,934
                                                    Source: Oakland Alameda County Coliseum Authority.
            Attendance was Approximately 6,500      (1) - Includes paid attendance and comps.

            – Concert Attendance Averaged More      Arena - Average Attendance (1)            FY 2009 FY 2010       FY 2011
                than 10,600 per Event               Assemblies                                  8,785       0         5,333
                                                    Concerts                                    9,557   9,671        10,606
            – Family Show Attendance Averaged       Entertainment                               7,164   7,383        13,337
                                                    Family Shows                                3,719   5,003         3,884
                Less than 3,900 per Event           Non-Professional Sports                         0   7,906         3,715
                                                    Total Arena Non-Tenant Events               6,553   6,685         6,518

                                                    Golden State Warriors                      15,160      13,462    14,856
                                                    Total Arena Events with Warriors           10,078       9,542     9,736
                                                    Source: Oakland Alameda County Coliseum Authority.
                                                    (1) - Includes paid attendance and comps.


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II.        Coliseum Complex Facility Overview
O.co Coliseum Event Profile                         Stadium - Number of Events                FY 2009    FY 2010   FY 2011
                                                    Concerts                                        0          0         1
                                                    Entertainment                                   1          2         3
                                                    Non-Ticketed Events (Parking Lot, etc)          8          9        28
       O.co Coliseum 2011 Event Profile            Other Sporting Events                           6          4         2
                                                    Total Stadium Non-Tenant Events                15         15        34

                                                    Oakland Raiders                                10         10        10
           34 Stadium Non-Tenant Events            Oakland A's                                    73         83        80
                                                    Total Stadium Events with A's/Raiders         113        123       158
            – Primarily Non-Ticketed Events         Source: Oakland Alameda County Coliseum Authority.

                                                    Stadium - Total Attendance (1)            FY 2009 FY 2010 FY 2011

           Stadium Non-Tenant Event Total          Concerts
                                                    Entertainment
                                                                                                    0
                                                                                               31,223
                                                                                                            0
                                                                                                       46,150
                                                                                                               68,278
                                                                                                               91,873
            Attendance was 214,836                  Non-Ticketed Events (Parking Lot, etc)        N/A     N/A     N/A
                                                    Other Sporting Events                      81,575  24,913  54,685
            – Up Significantly from FY 2009 and     Total Stadium Non-Tenant Events           112,798  71,063 214,836

                FY 2010 Due to an Increase in       Oakland Raiders                              446263    358192    395674
                                                    Oakland A's                               1,042,854 1,042,741 1,129,849
                Entertainment Events and Concerts   Total Stadium Events with A's/Raiders     1,601,915 1,471,996 1,740,359
                                                    Source: Oakland Alameda County Coliseum Authority.
                                                    (1) - Includes paid attendance and comps.
           Stadium Non-Tenant Event Average
                                                    Stadium - Average Attendance (1)          FY 2009 FY 2010 FY 2011
            Attendance Ranged from Approximately    Concerts                                        0       0  68,278
                                                    Entertainment                              31,223  23,075  30,624
            27,000 to 68,000                        Non-Ticketed Events (Parking Lot, etc)        N/A     N/A     N/A
                                                    Other Sporting Events                      13,596   6,228  27,343
                                                    Total Stadium Non-Tenant Events               N/A     N/A     N/A

                                                    Oakland Raiders                            44,626     35,819    39,567
                                                    Oakland A's                                14,286     12,563    14,123
                                                    Total Stadium Events with A's/Raiders        N/A        N/A       N/A
                                                    Source: Oakland Alameda County Coliseum Authority.
                                                    (1) - Includes paid attendance and comps.


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        III.        Coliseum Complex Management Overview




Preliminary Draft – Subject to Revision                    Page 35
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III.       Coliseum Complex Management Overview
Coliseum Complex Management Overview


        Complex has been Managed by Oakland Coliseum Joint Venture (“OCJV”), a Joint Venture
         Between SMG and Williams Pacific Partners, Since 1998

           Agreement has been Extended Several Times
           Current Term Extends from March 1, 2005 to June 30, 2012

        OCJV Serves as Sole and Exclusive Managing Agent for the Complex and has Authority to
         Oversee Several Key Functions

             Employ and Supervise Employees
             Administer Relationships with All Subcontractors and Concessionaires
             Negotiate, Execute and Deliver All Licenses, Occupancy Agreements and Rental Agreements
             Pay All Operating Expenses on Behalf of the Authority
             Pay, Construct and Install Capital Improvements Based on Established Criteria with Money
              Provided by the Authority




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III.        Coliseum Complex Management Overview
Coliseum Complex Management Overview – Management Fee Structure


        Annual Management Fee Presently Includes a Fixed Fee Component and an Incentive Fee
         Component

        Incentive Fee is Currently Based on “Adjusted OCJV Generated Revenues” – Excludes Identified
         Sources of Revenue Pursuant to:

             Warriors License Agreement
             Athletics Amended and Restated License Agreement
             Network Associations Naming Agreement (Now O.co Naming Agreement)
             Raiders License Agreement
             Foster Interstate Project Agreement
             Arena Concessions Management Agreement (Warriors Games)
             Amended/Restated Stadium Concession and Management Agreement (Raiders/A’s Games)
             Certain Other Agreements or Funds Transfer to OCJV




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III.       Coliseum Complex Management Overview
Coliseum Complex Management Overview – Management Fee Structure (Continued)


        Annual Fixed Fee:
           $200,000 per Fiscal Year

        Annual Incentive Fee:

          % of Adjusted OCJV Generated Revenues
          $0 to $5,000,000                      10%
          Between $5,000,000 to $6,000,000      12%
          Over $6,000,000                       15%

           Incentive Fee to be Reduced by Amount by which OCJV Exceeds Budgeted Expenses (If Any)

        Maximum Total Fee:
          Sum of Fixed and Incentive Fees May Not Exceed $750,000 per Year




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            IV.         Coliseum Complex Financial Overview




Preliminary Draft – Subject to Revision                           Page 39
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IV.        Coliseum Complex Financial Overview
Historical Complex Income Statement – ORACLE Arena

       In 2011, ORACLE Arena Reported $1.9 Million of Total Income – Overall Excess of Expenses
        Over Revenues Totaled $7.8 Million
                                                                                       Oracle Arena
                                                                                Fiscal Year Ended June 30,
                                                                        2008        2009         2010          2011           Average
                      Direct Event Revenue                           $1,139,872 $1,252,182      $861,388 $1,149,716        $1,100,790
                      Less: Direct Event Expenses                   ($4,325,634) ($4,549,244) ($3,981,167) ($4,573,839)   ($4,357,471)
                                Direct Event Loss                   ($3,185,762) ($3,297,062) ($3,119,779) ($3,424,123)   ($3,256,682)

                      Net Ancillary Revenue
                          Food, Beverage Concessions and Catering   $1,047,898    $1,286,859   $1,148,167    $1,638,648   $1,280,393
                          Parking                                   $1,418,060    $1,609,060   $1,326,371    $1,454,511   $1,452,001
                          Novelty                                    $138,470      $150,188       $86,065     $122,479     $124,301
                               Total Net Ancillary Revenue          $2,604,428    $3,046,107   $2,560,603    $3,215,638   $2,856,694

                      Total Event Loss, Net of Direct Expenses       ($581,334)   ($250,955)    ($559,176)   ($208,485)    ($399,988)

                      Other Income
                          Telccommunications                                $0            $0           $0            $0           $0
                          Club Seating Surcharge                     $204,370      $229,310     $178,895      $173,786     $196,590
                          Interest                                     $93,258       $88,684      $70,596       $47,448      $74,997
                          Ticket Incentive Rebate                    $738,838     $1,231,568    $931,750     $1,357,549   $1,064,926
                          Other                                      $680,068      $627,597     $548,223      $569,139     $606,257
                               Total Other Income                   $1,716,534    $2,177,159   $1,729,464    $2,147,922   $1,942,770

                      Total Income                                  $1,135,200    $1,926,204   $1,170,288    $1,939,437   $1,542,782

                      Indirect Expenses                             $6,757,028    $6,638,208   $5,978,745    $6,383,376   $6,439,339

                      Net Operating Loss                            ($5,621,828) ($4,712,004) ($4,808,457) ($4,443,939)   ($4,896,557)

                      Non-Operating Expenses                        $1,572,206    $4,095,717   $2,160,787    $3,303,586   $2,783,074

                      Excess of Expenses over Revenues              ($7,194,034) ($8,807,721) ($6,969,244) ($7,747,525)   ($7,679,631)
                      Source: Oakland Coliseum Joint Venture.

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IV.        Coliseum Complex Financial Overview
Historical Complex Income Statement – O.co Coliseum

       In 2011, O.co Coliseum Reported ($3.0) Million of Total Income – Overall Excess of Expenses
        Over Revenues Totaled ($12.6) Million
                                                                                      O.co Coliseum
                                                                                Fiscal Year Ended June 30,
                                                                      2008          2009          2010             2011             Average
                    Direct Event Revenue                             $161,732      $105,494        $45,996        $300,823        $153,511
                    Less: Direct Event Expenses                    ($5,535,936) ($5,595,607) ($5,077,106)       ($4,990,399)    ($5,299,762)
                              Direct Event Loss                    ($5,374,204) ($5,490,113) ($5,031,110)       ($4,689,576)    ($5,146,251)

                    Net Ancillary Revenue
                        Food, Beverage Concessions and Catering       $58,357        $65,981        $72,654       $499,839        $174,208
                        Parking                                      $132,053       $142,281        $66,944       $428,407        $192,421
                        Novelty                                            $0             $0         $9,400        $29,898          $9,825
                             Total Net Ancillary Revenue             $190,410       $208,262       $148,998       $958,144        $376,454

                    Total Event Loss, Net of Direct Expenses       ($5,183,794)   ($5,281,851)   ($4,882,112)   ($3,731,432)    ($4,769,797)

                    Other Income
                        Telccommunications                            $34,244        $53,610        $32,416         $2,241         $30,628
                        Club Seating Surcharge                             $0             $0             $0             $0              $0
                        Interest                                      $29,874        $13,459        $12,917         $3,637         $14,972
                        Ticket Incentive Rebate                            $0             $0         $5,944       $506,688        $128,158
                        Other                                        $810,745       $777,526       $108,815       $207,280        $476,092
                             Total Other Income                      $874,863       $844,595       $160,092       $719,846        $649,849

                    Total Income                                   ($4,308,931)   ($4,437,256)   ($4,722,020)   ($3,011,586)    ($4,119,948)

                    Indirect Expenses                              $7,784,598     $7,611,247     $6,679,431     $7,126,216      $7,300,373

                    Net Operating Loss                            ($12,093,529) ($12,048,503) ($11,401,451) ($10,137,802)      ($11,420,321)

                    Non-Operating Expenses                         $2,696,416     $3,323,180     $2,537,365     $2,417,571      $2,743,633

                    Excess of Expenses over Revenues              ($14,789,945) ($15,371,683) ($13,938,816) ($12,555,373)      ($14,163,954)
                    Source: Oakland Coliseum Joint Venture.

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IV.        Coliseum Complex Financial Overview
Historical Complex Income Statement – Combined

       In 2011, on a Combined Basis, ORACLE Arena and O.co Coliseum Generated ($1.1) Million of
        Total Income – Overall Excess of Expenses Over Revenues Totaled ($20.3) Million
                                                                                       Complex - Combined (1)
                                                                                     Fiscal Year Ended June 30,
                                                                           2008          2009          2010             2011             Average
                      Direct Event Revenue                               $1,301,604    $1,357,676     $907,384        $1,450,539      $1,254,301
                      Less: Direct Event Expenses                       ($9,861,570) ($10,144,851) ($9,058,273)      ($9,564,238)    ($9,657,233)
                               Direct Event Loss                        ($8,559,966) ($8,787,175) ($8,150,889)       ($8,113,699)    ($8,402,932)

                      Net Ancillary Revenue
                          Food, Beverage Concessions and Catering       $1,106,255      $1,352,840     $1,220,821     $2,138,487     $1,454,601
                          Parking                                       $1,550,113      $1,751,341     $1,393,315     $1,882,918     $1,644,422
                          Novelty                                        $138,470        $150,188         $95,465      $152,377       $134,125
                               Total Net Ancillary Revenue              $2,794,838      $3,254,369     $2,709,601     $4,173,782     $3,233,148

                      Total Event Loss, Net of Direct Expenses          ($5,765,128)   ($5,532,806)   ($5,441,288)   ($3,939,917)    ($5,169,785)

                      Other Income
                          Telccommunications                               $34,244         $53,610        $32,416         $2,241        $30,628
                          Club Seating Surcharge                         $204,370        $229,310       $178,895       $173,786       $196,590
                          Interest                                       $123,132        $102,143         $83,513        $51,085        $89,968
                          Ticket Incentive Rebate                        $738,838       $1,231,568      $937,694      $1,864,237     $1,193,084
                          Other                                         $1,490,813      $1,405,123      $657,038       $776,419      $1,082,348
                               Total Other Income                       $2,591,397      $3,021,754     $1,889,556     $2,867,768     $2,592,619

                      Total Income                                      ($3,173,731)   ($2,511,052)   ($3,551,732)   ($1,072,149)    ($2,577,166)

                      Indirect Expenses                                $14,541,626     $14,249,455    $12,658,176    $13,509,592    $13,739,712

                      Net Operating Loss                               ($17,715,357) ($16,760,507) ($16,209,908) ($14,581,741)      ($16,316,878)

                      Non-Operating Expenses                            $4,268,622      $7,418,897     $4,698,152     $5,721,157     $5,526,707

                      Excess of Expenses over Revenues                 ($21,983,979) ($24,179,404) ($20,908,060) ($20,302,898)      ($21,843,585)
                      Source: Oakland Coliseum Joint Venture.
                      (1) - Does not reflect consolidated statement.



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IV.        Coliseum Complex Financial Overview
Historical Complex Income Statement – Reconciliation

       Several Adjustments are Made to Calculate Adjusted OCJV Generated Revenues

       In 2011, Adjusted OCJV Generated Revenues Exceeded $7.4 Million – Four Year Average $5.3
        Million

                                                                        Complex - Combined
                                                                     Fiscal Year Ended June 30,
                                                        2008             2009          2010           2011            Average

            Revenue Generated by OCJV
                Direct Event Revenue                   $1,301,604    $1,357,676       $907,384      $1,450,539     $1,254,301
                Less: Direct Event Expenses           ($9,861,570) ($10,144,851)    ($9,058,273)   ($9,564,238)   ($9,657,233)
                Net Ancillary Revenue                  $2,794,838    $3,254,369      $2,709,601     $4,173,782     $3,233,148
                Other Income                           $2,591,397    $3,021,754      $1,889,556     $2,867,768     $2,592,619
                Subtotal                              ($3,173,731) ($2,511,052)     ($3,551,732)   ($1,072,149)   ($2,577,166)

            Adjustments
                Less: Direct Event Expenses            $7,600,938     $7,808,115    $7,256,061     $7,269,248     $7,483,591
                Other Income                          ($1,139,246)   ($1,092,684)    ($472,300)     ($439,041)     ($785,818)
                Subtotal                               $6,461,692     $6,715,431    $6,783,761     $6,830,207     $6,697,773

            Other Agreed Upon Adjustments
                Facility Fees (Non Warriors)            $908,653      $1,147,435      $864,090     $1,590,201     $1,127,595
                Marketing Fund Reimbursements            $46,000         $49,700       $67,000        $95,000        $64,425
                                                        $954,653      $1,197,135      $931,090     $1,685,201     $1,192,020

            Adjusted OCJV Generated Revenues          $4,242,614      $5,401,514    $4,163,119     $7,443,259     $5,312,627
            Source: Oakland Coliseum Joint Venture.


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IV.        Coliseum Complex Financial Overview
Historical Complex Income Statement – Manager Compensation

       Compensation to the Complex Manager has been Based on an Incentive Fee and a Fixed Fee
           Annual Fixed Fee: $200,000

       Incentive Fee is Based on a Percentage of Adjusted OCJV Generated Revenues
           Maximum Annual Incentive Fee: $550,000

       Manager Earned Maximum Combined Compensation of $750,000 in 2011
                                                                                Complex - Combined
                                                                             Fiscal Year Ended June 30,
                                                                  2008           2009          2010         2011          Average

                     Adjusted OCJV Generated Revenues           $4,242,614    $5,401,514    $4,163,119    $7,443,259   $5,312,627

                     Incentive Fee
                          10%             < $5 Million           $424,261       $500,000      $416,312     $500,000     $460,143
                          12%        $5 Million to $6 Million          $0        $48,182            $0     $120,000      $42,045
                          15%           Above $6 Million               $0             $0            $0     $216,489      $54,122

                         Total Incentive Fee - Earned            $424,261       $548,182      $416,312     $836,489     $556,311

                         Maximum Total Fee                       $750,000       $750,000      $750,000     $750,000     $750,000
                         Fixed Fee                               $200,000       $200,000      $200,000     $200,000     $200,000
                         Maximum Incentive Fee                   $550,000       $550,000      $550,000     $550,000     $550,000

                         Incentive Fee Compensation              $424,261       $548,182      $416,312     $550,000     $484,689
                         Add: Fixed Fee                          $200,000       $200,000      $200,000     $200,000     $200,000
                         Total Compensation                      $624,261       $748,182      $616,312     $750,000     $684,689
                         Compensation as % of OCJV Revenues         14.7%          13.9%         14.8%        10.1%        12.9%
                     Source: Oakland Coliseum Joint Venture.


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      V.         Summary of Management Services Proposals




Preliminary Draft – Subject to Revision                     Page 45
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                          A.         SMG Proposal Overview




Preliminary Draft – Subject to Revision                          Page 46
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A.         SMG Proposal Overview
Corporate Profile – SMG

      SMG is a Global Leader in Facilities Management with 225 Partnerships Worldwide

             19 Venues Among 2010 Top 100 Arenas Worldwide, According to Pollstar
             1.75 Million Seats Under Management
             Partnerships with NBA, NFL, NHL and MLB Teams
             Headquartered in West Conshohocken, Pennsylvania

      Since 1998, SMG has Managed the Complex on Behalf of the Authority. SMG’s Stated
       Achievements as the Complex Manager Include the Following

           Expanded Non-Sports Team Event Programming
            – 25% Increase in Non-Sports Team Event Programming Compared to 2007
           Reduction in Total Operating Expenses
            – 2.3% Overall Operating Expense Reduction Compared to 2007
           Reduction in Discretionary Operating Expenses
            – 10.0% Overall Discretionary Operating Expense Reduction Compared to 2007
           Strong Track Record with Local Businesses
             – Approximately 71% of SMG’s Discretionary Spending in the Last Two Years has been
                Spent with Businesses within the Immediate Oakland Area


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A.         SMG Proposal Overview
Corporate Profile – Complex Operating History

      ORACLE Ranked 33rd in Pollstar’s 2011 Top 100 Venues Worldwide (21st - 2010)
        Ranked #2 Arena in California in 2011/2010 Tickets Sold
        Ranked Ahead of HP Pavilion in 2011/2010
        70 Non-NBA Events in 2011 / Attendance of Nearly 437,000 in 2011

                                   ORACLE Arena Non-Sports Events and
                                           Total Attendance
                             75                                                      70      500,000
                                                                62       59
                                    56             58
                             60
                                                                                             450,000
                             45
                                                                                   436,572
                                                                                             400,000
                             30                     404,490 406,276    394,423
                                         349,247                                             350,000
                             15

                              0                                                              300,000
                                   2007            2008        2009     2010        2011
                                                   Non-Sports Events   Total Attendance


      Limited Detail Provided by SMG for O.co Coliseum Historicals




Preliminary Draft – Subject to Revision                                                                    Page 48
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A.         SMG Proposal Overview
Corporate Profile – Complex Operating History


      SMG has Reduced Discretionary Operating Expenses by 10.0% (in Total) Since 2007
           Discretionary Operating Expenses Exclude the Following Items Out of SMG’s Control
            – Security
            – Utilities
            – Insurance
            – Union Costs
            – Legal Fees

                                          Coliseum Complex Discretionary
                                            Operating Expenses ($000s)
                             $9,000

                             $8,000              $7,658
                                                          $7,468
                                      $7,174
                             $7,000                                         $6,460
                                                                   $6,318
                             $6,000

                             $5,000

                             $4,000
                                       2007       2008     2009     2010     2011



Preliminary Draft – Subject to Revision                                                         Page 49
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A.         SMG Proposal Overview
Corporate Profile – Key Managed Facilities

      SMG Currently Manages Three NBA Arenas
        ORACLE Arena – Golden State Warriors
        Chesapeake Energy Arena – Oklahoma City Thunder
        New Orleans Arena – New Orleans Hornets

      SMG Currently Manages Five NFL Venues
        O.co Coliseum – Oakland Raiders (and MLB’s Oakland Athletics)
        EverBank Field – Jacksonville Jaguars
        Reliant Stadium – Houston Texans
        Soldier Field – Chicago Bears
        Mercedes-Benz Superdome – New Orleans Saints

      SMG Manages Several of the Above Facilities as Part of a Local Sports and Entertainment
       Complex with One or More Professional Teams
        Oakland, California
        New Orleans, Louisiana
        Houston, Texas
        Jacksonville, Florida

      SMG Also Manages Other Notable Venues, Including Multiple NHL Arenas and the Manchester
       Evening News Arena (Manchester, UK), Ranked as the #3 Worldwide Arena, According to Pollstar
Preliminary Draft – Subject to Revision                                                     Page 50
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A.         SMG Proposal Overview
Corporate Profile – SMG President & Chief Executive Officer – Wes Westley


     Wes Westley has been SMG’s President and CEO since October 1994. In the
     years that Wes has been President, the number of facilities managed by the
     company has increased sevenfold. Under his direction, the company was
     reorganized to focus on convention centers and stadiums/arenas as distinct
     entities. The European Division was established to recognize the special needs and
     features of that market. Wes joined SMG in December 1991 as Senior Vice
     President and Chief Financial Officer, with responsibility for the company’s
     financial reporting and systems, including corporate finance, facility accounting
     and internal audit. Prior to being named President, Wes was Executive Vice
     President of Finance and Development. In that capacity, he was responsible for:
     strategic planning; corporate development; analysis and negotiation of new
     business ventures; acquisitions and capital expenditures; risk management;
     management information systems; and sales and business development. A native
     Philadelphian, Wes’ background includes an MBA in Finance from Drexel
     University and a BS in Business Administration/Accounting from Temple
     University. He is a Certified Public Accountant. Wes served with the United
     States Marine Corps in Vietnam.




Preliminary Draft – Subject to Revision                                                       Page 51
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A.         SMG Proposal Overview
Corporate Profile – SMG Existing/Proposed Complex GM – Ronald R. Little

     Accomplished Senior Executive – successful manager of diverse public assembly
     facilities including arenas, stadiums and amphitheaters. Expert at optimizing
     facility utilization and capitalizing on opportunities to improve profitability
     through efficient operations, innovative cost-saving strategies and vigorous
     promotion. Skilled at building and maintaining beneficial relationships with
     promoters, managers, professional sports leagues, vendors, unions, destination
     marketing agencies and civic groups. A team builder and decision maker who
     excels at managing multiple activities in a large, complex operation.

     Professional Experience
     The ORACLE Arena & O.co Coliseum, Oakland, CA
     • General Manager (2011-Present)
     • Assistant General Manager (2007-2011)
     • Director of Operations (2003-2007)




Preliminary Draft – Subject to Revision                                                    Page 52
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A.         SMG Proposal Overview
Management Contract Summary Terms – Option 1 (Original)


      Initial Term: 5 Years


      Renewal Term: 2 Years (Authority Option)


      Annual Fixed Fee: None


      Annual Incentive Fee:

          % of Adjusted OCJV Generated Revenues
          $0 to $4,500,000                      14%
          $4,500,001 to $8,000,000                   5%
          Above $8,000,000                          10%

          Annual Incentive Fee Will be Reduced by the Amount by which SMG Exceeds Annual Expense
          Budget, as Contained in the Existing Management Agreement


      Capital Investment: $2,500,000 ($500,000 to Be Repaid if No Renewal Term)
Preliminary Draft – Subject to Revision                                                    Page 53
                                                                                              Confidential

A.         SMG Proposal Overview
Management Contract Summary Terms – Option 1 (Original) (Continued)


      Other:
           Alternative Contract Term #1 – 3 Year Term
              – $1,000,000 Capital Investment
              – Incentive Fee and Other Key Terms are Identical to 5 Year Proposal

           $100,000 Qualitative Service Assessment Fee to be Established as an Additional Incentive




Preliminary Draft – Subject to Revision                                                           Page 54
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A.         SMG Proposal Overview
Management Contract Summary Terms – Option 2


      Initial Term: 5 Years
           Authority Possesses the Right to Terminate After 3 Years (Subject to the Repayment of
            Unamortized Capital Investment)


      Annual Fixed Fee: None


      Annual Incentive Fee:

          % of Adjusted OCJV Generated Revenues
          $0 to $4,500,000                          4%
          $4,500,001 to $5,300,000                  5%
          Above $5,300,000                         15%

      Annual Expense Overrun Protection – Unlimited; SMG Commits to Work with Authority
       Regarding Gameday Staffing Levels

      Capital Investment: $3,000,000
Preliminary Draft – Subject to Revision                                                     Page 55
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A.         SMG Proposal Overview
Management Contract Summary Terms – Option 2 (Continued)


      Capital Recovery: Annual Payment Equal to 12% of the First $5,000,000 of OCJV Revenue
           If a Shortfall Occurs in Any Year, SMG may Recover Such a Shortfall in a Subsequent Year if
            OCJV Revenue Exceeds $5,000,000
           SMG is Not Eligible to Recoup More than its $3,000,000 Investment


      Guarantee: SMG will Guarantee the Authority $1,000,000 in Cumulative Net Event Income over
       Initial 5 Year Term
           Solely Based on Events where SMG Oakland Presents is Involved as a Promoter/Co-Promoter




Preliminary Draft – Subject to Revision                                                         Page 56
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A.         SMG Proposal Overview
Summary of Proposed Management Contract Terms – SMG

                                                Option 1 (Original)                 Option 2

                    Initial Term                        5 Years                      5 Years

                    Renewal Term              2 Years (Authority Option)              None

                    Early Termination                   None                  After Year 3 (Authority
                                                                                     Option)
                    Annual Fixed Fee                    None                          None

                    Annual Incentive Fee        $0 to $4.5 Million: 14%       $0 to $4.5 Million: 4%
                    (Based on Adjusted OCJV    $4.5 to $8.0 Million: 5%      $4.5 to $5.3 Million: 5%
                    Generated Revenues)        Above $8.0 Million: 10%       Above $5.3 Million: 15%
                                                 (Fees at Risk if SMG         (Full Exposure if SMG
                                               Exceeds Expense Budget)       Exceeds Expense Budget)
                    Capital Investment                 $2,500,000             $3,000,000 (Subject to
                                              Capital Repayment in Year 5   Capital Recovery at 12% of
                                               (No Renewal) – $500,000       Annual OCJV Revenue)
                    Guarantee                           None                $1,000,000 Guarantee Based
                                                                            on SMG Oakland Presents -
                                                                               Aggregate Net Income
                                                                              Guarantee Over 5 Years
                    Other                     $100,000 Discretionary Fee     Expressed Willingness to
                                                                              Consider and Negotiate
                                              Alternative 3 Year Proposal     Alternative Structures

Preliminary Draft – Subject to Revision                                                                      Page 57
                                                                                            Confidential

A.         SMG Proposal Overview
Management Services Proposal – Management Experience / Expertise


      Knowledge of Complex Operations
             Generated $7.4 Million in Net Revenues for the Authority in 2011
             Performed 1,600 Facility Changeovers without Missing a Deadline (Since 1998)
             Converted O.co Coliseum East Side More than 50 Times without Delay (Since 1998)
             Never Experienced a Major System or Equipment Malfunction as a Result of Poor Maintenance
             Top Ranked NFL Security Best Practices Rating (2011)


      Interaction with SMG Live Entertainment Division
           Provides Dedicated Corporate and Regional Booking Personnel in Support of Local General
            Manager
           SMG has Relationships with All Major Live Entertainment Partners and Promoters
             – Complex Acts as a “Neutral Operator” (Non-Exclusive Basis with Event Promoters)
           In 2010 and 2011, Selected Performers at ORACLE Arena have Included
                         Alicia Keys           Katy Perry               Prince
                          Beyonce              Lady Gaga               Rihanna
                   Billy Joel/Elton John     Mariah Carey                 U2

Preliminary Draft – Subject to Revision                                                         Page 58
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A.         SMG Proposal Overview
Management Services Proposal – Stated Management Plan


      Formation of Business Advisory Council
           Teaming with Well-Known Bay Area Promoter – Another Plant Entertainment (“APE”)
           APE President Gregg Perloff to Serve as an Exclusive Advisor / Live Music Consultant to SMG
              – Focus on Country Music Genre
              – SMG to Announce a Major Country Music Show at O.co Coliseum in 2012


      Hired Experienced Local Booking Specialist
           Recently Hired Robin Alexander as Live Entertainment Booking Specialist
              – Robin Alexander is Oakland-Based with 25 Years of Concert Experience
              – Robin Alexander Works as a Full Time SMG Employee and with SMG Live Entertainment
                Division to Bring Events to the Complex


      SMG Willing to Assume Selected Risk via a New Entity, SMG Oakland Presents
           Solely Funded by SMG to Book and Produce Live Events
           SMG Prepared to Take Promoter Risk on the Authority’s Behalf to Expand the Event Schedule
           $1,000,000 Aggregate Net Income Guarantee Related to SMG Oakland Presents
Preliminary Draft – Subject to Revision                                                         Page 59
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A.         SMG Proposal Overview
Management Services Proposal – Other Management Initiatives

      SMG Best Practices Program
        Guidelines for Field Operators in the Areas of Maintenance, Safety and Sustainability
           Facilitated by OSKAR “Intranet” Website

      Focus on Cost Containment
           Emphasis on Minimizing Complex Utility Expenses
              – Utility Expenses have Increased at a Rate Well Below Regional/National Averages
           Continued Insurance Expense Reduction


      Continued Focus on Guest Services
        Drive Arena VIP and Concert Club Memberships and Revenues
          – Provide Additional Benefits
          – Expansion of Premium Parking Program
        Improve Traffic and Parking Management
          – Recent Five Year Agreement with Propark
        Continue “k’nekt” Training Program and Formal Customer Service Training Classes


Preliminary Draft – Subject to Revision                                                           Page 60
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A.         SMG Proposal Overview
Management Services Proposal – Other Management Initiatives (Continued)

      Hire a Quality Control Manager
        Implement Customer Service Initiatives, Observe Employee Behavior and Analyze Customer
           Feedback

      Emphasis on Environmental Sustainability
        ORACLE Arena is Registered with the U.S. Green Building Council for LEED-EB Designation
          – Existing Programs Include Cardboard Recycling, Recycling of Bottles/Cans, a Large Scale
              Compost Program and Use of Low Energy Fixtures

      Maintain Strong Relationships with Surrounding Community
        SMG Presented with 2011 Corporate Small Business Partnership Award by East Bay Small
          Business Council




Preliminary Draft – Subject to Revision                                                     Page 61
                                                              Confidential

A.         SMG Proposal Overview
Management Services Proposal – Complex Organizational Chart




Preliminary Draft – Subject to Revision                           Page 62
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A.         SMG Proposal Overview
Management Services Proposal – Current Event Staffing Plan

                                               SMG Current Event Staffing Plan
                                  NBA - Attendance > 17,000
                                    Guest Services                                167
                                    Security                                      157
                                    Box Office                                     13
                                    Housekeeping                                  125
                                    Operations                                     31
                                    Parking                                        45
                                    Total                                         538

                                  NFL - Sold Out Game
                                    Guest Services                                 555
                                    Security                                       905
                                    Box Office                                      20
                                    Housekeeping                                   315
                                    Operations                                     286
                                    Parking                                        200
                                    Total                                        2,281

                                  Concerts - Upper and Lower Bowl
                                     Guest Services                               117
                                     Security                                      82
                                     Box Office                                    13
                                     Housekeeping                                 122
                                     Operations                                   124
                                     Parking                                       41
                                     Total                                        499
                                  Source: SMG.


Preliminary Draft – Subject to Revision                                                      Page 63
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A.         SMG Proposal Overview
Proposal Considerations – Preliminary Observations


      Knowledge of Complex Operations – On-Site Management Experience
        Complex Manager Since 1998
        No Transition Costs
        No Disruption of Management

      Significant Experience Managing Professional Sports Venues
        Management Portfolio Includes Both NFL (5) and NBA (3) Venues
        Management Portfolio Includes 4 Major Sports and Entertainment Complexes

      Recent Commitment to Booking Additional Non-Tenant Events
        Formation of Business Advisory Council (Another Planet Entertainment)
        Hiring of Robin Alexander, Local Booking Specialist
        Increased Willingness to Take on Promoter’s Risk – SMG Oakland Presents
          – $1,000,000 Aggregate Revenue Guarantee Associated with SMG Oakland Presents Over
               Initial Term
        Question: Why Didn’t SMG Implement Similar Initiatives Earlier




Preliminary Draft – Subject to Revision                                                 Page 64
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A.         SMG Proposal Overview
Proposal Considerations – Preliminary Observations (Continued)


      "Neutral" Operator
        Impact of Relationship with Another Planet Entertainment (Advisor – No Equity Stake)


      Reduced Complex Operating Losses from ($17.7) Million to ($14.6) Million Since 2007


      Relationship with Local Community
           A Majority of Discretionary Spending is Spent with Local Businesses

      Strong California Presence Beyond Coliseum Complex
        Moscone Center – San Francisco, California
        Long Beach Convention & Entertainment Center – Long Beach, California
        Rabobank Arena – Bakersfield, California
        Save Mart Center – Fresno, California
        Selland Arena – Fresno, California
        Stockton Arena – Stockton, California



Preliminary Draft – Subject to Revision                                                          Page 65
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A.         SMG Proposal Overview
Proposal Considerations – Preliminary Observations (Continued)


      Proposals Include Annual Budget Expense Protection
        Option 1 Limited to Management Fees
        Option 2 Unlimited Exposure

      Option 2 Includes $1,000,000 Aggregate Net Income Guarantee Associated with SMG Oakland
       Presents Over Initial Term

      Option 2 Provides Reduced Management Fee Structure Combined with Capital Recovery Plan
        Portion of Capital Recovery at Risk if OCJV Revenues Do Not Reach $5.0 Million Annually




Preliminary Draft – Subject to Revision                                                     Page 66
                                                              Confidential




                          B.          AEG Proposal Overview




Preliminary Draft – Subject to Revision                           Page 67
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B.         AEG Proposal Overview
Corporate Profile – AEG


      AEG is a Global Leader in Live Entertainment and Sports Programming. AEG’s Business Units
       Include
             AEG Facilities (Developer, Owner and/or Operator of Sports and Entertainment Venues)
             AEG Live (Event Production/Promotion)
             AEG Sports (Owner of 11 NBA, Hockey and Soccer Teams Around the World)
             AEG Global Partnerships
             AEG Real Estate and Development
             AEG Merchandise
             AEG Purchasing
             AEG Energy Services
             AEG S.A.F.E.
             AEG Diversity


      AEG Facilities Believes its Fully Integrated Network of Business Units (Described Above)
       Provide a Competitive Advantage to Maximizing Venue Operations
           Attract High Profile Events
           Increase Facility Revenue
           Provide Highest Levels of Service
Preliminary Draft – Subject to Revision                                                              Page 68
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B.         AEG Proposal Overview
Corporate Profile – AEG Facilities


      AEG Facilities Operates or Books Over 100 Facilities Around the World


           AEG Manages 20 of the Top 100 Venues Based on 2011 Mid-Year Worldwide Ticket Sales
              – The O2 in London, United Kingdom – #1 Worldwide Arena According to Pollstar (2011)
              – Staples Center in Los Angeles, California – #1 U.S. Arena According to Pollstar (2011)
          Approximately 1.2 Million Seats Under Management / Control
          Headquartered in Los Angeles, California


      AEG Managed (or Venue Services) Facilities House 57 Professional Sports Teams
          Significant NBA Arena Management and Event Booking Experience (Eight NBA Venues)
          Numerous Other Domestic and International Arenas and Stadiums House Professional Sports
           Tenants in Various Global Sports Leagues (Emphasis on Hockey and Soccer)
          Proposed Farmers Field (Los Angeles, California) would House a NFL Tenant




Preliminary Draft – Subject to Revision                                                            Page 69
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B.         AEG Proposal Overview
Corporate Profile – Key Managed Facilities

      AEG Currently Serves Eight NBA Arenas
        Management
          – Rose Garden – Portland Trail Blazers
          – Staples Center – Los Angeles Lakers / Los Angeles Clippers
          – Target Center – Minnesota Timberwolves
          – Barclays Center – New Jersey/Brooklyn Nets (2012)
        Venue Services
          – American Airlines Arena – Miami Heat
          – AT&T Center – San Antonio Spurs
          – FedEx Forum – Memphis Grizzlies
          – Time Warner Cable Arena – Charlotte Bobcats

      AEG Manages Several Prominent Venues in the State of California
        Staples Center / LA Live – Los Angeles, California
        Home Depot Center – Carson, California
        Farmers Field (Proposed) – Los Angeles, California

      AEG Manages Several Other Prominent Venues around the World
        The O2 – London, United Kingdom
        O2 World – Berlin, Germany
Preliminary Draft – Subject to Revision                                      Page 70
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B.         AEG Proposal Overview
Corporate Profile – AEG Live

      AEG Live is a Leading International Live Event Promoter
           #2 in 2011 Mid-Year Worldwide Ticket Sales, According to Pollstar
           Recent Honors
             – Promoter of the Year
             – Outstanding Arena
             – Best New Concert Venue

      In 2011, AEG Live Promoted 7,000 Events Globally, Generating over $1.0 Billion in Ticket Sales

      In 2011, AEG Promoted Four of the Top Ten Touring Artists
           Bon Jovi, Kenny Chesney, Taylor Swift and Usher

      In the Past Five Years, Bay Area Events Promoted by AEG have Included

                   The Black Eyed Peas       Justin Bieber          Neil Diamond
                          Bon Jovi        Justin Timberlake          Taylor Swift
                       Britney Spears         Kanye West                Usher

Preliminary Draft – Subject to Revision                                                         Page 71
                                                                                       Confidential

B.         AEG Proposal Overview
Corporate Profile – AEG CEO – Timothy J. Leiweke


  Timothy J. Leiweke serves as president and chief executive officer of AEG. Since
  joining AEG, he has acquired or merged more than 50 divisions and companies to
  create a global live entertainment organization that develops, produces, promotes,
  markets and manages sports and entertainment programming in both facilities
  owned and operated by AEG as well as other venues. AEG divisions under
  Leiweke’s direction include AEG Live, devoted to creating, producing and
  promoting live entertainment and AEG Facilities, developers and operators of more
  than 100 of the world’s pre-eminent venues. STAPLES Center, which was built
  under Leiweke’s direction in a record 18 months, now sits at the center of L.A.
  LIVE, a privately financed $2.5 billion sports and entertainment district
  encompassing four million square feet featuring five venues, 18 restaurants and
  clubs and, a 54-story, 1,001-room convention “headquarters” hotel and residences.
  Leiweke initiated the formation and direction of the Kings Care Foundation, which
  was awarded the 1999 Pro Team Community Award given annually to the franchise
  that demonstrates the most effective humanitarian community program in all of
  professional sports, including the NFL, NBA, NHL, MLB and MLS. In the last
  fifteen years, the Kings Care Foundation, STAPLES Center Foundation, The Home
  Depot Foundation and AEG have provided more than $70 million in support to local
  foundations, non-profit organizations, community organizations and charitable
  initiatives.

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B.         AEG Proposal Overview
Corporate Profile – AEG Proposed Complex GM – Chris Wright

  Chris Wright began his sport and entertainment career in 1995 in Philadelphia with
  SMG, a facilities management company. Chris’ role at the corporate headquarters
  was focused on business development, finance department operations for stadiums
  and arenas including the Oakland Coliseum, New Orleans’ Superdome, Chicago’s
  Soldier Field, Denver’s Mile High Stadium and Baltimore’s 1st Mariner Arena. In
  2001, Chris was promoted to Assistant General Manager for the Oakland-Alameda
  County Coliseum Complex which includes the ORACLE Arena and O.co Coliseum.
  Chris’ management responsibilities included concert, sport and family event
  bookings, sport team relations, game day operations, other event operations,
  financial reporting, sales and marketing programs, labor relations and negotiations,
  and community relations. From 2005 to 2010, Chris was the General Manager for
  the Nassau Veterans Memorial Coliseum in New York. The Coliseum was home to
  the NHL New York Islanders and AFL New York Dragons, in addition to a variety
  of concert, community, family and other sport attractions. In 2011, Chris was hired
  as Vice President of AEG Facilities. Chris’ role at AEG is the maximization of event
  programming at AEG’s owned and managed arenas and stadiums throughout the
  United States. In addition, Chris uses his venue management expertise to assist with
  AEG’s current and developing venue operations.




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B.         AEG Proposal Overview
Management Contract Summary Terms – Option 1 (Original)

      Initial Term: 5 Years

      Renewal Term: 5 Years
        According to Proposal Term Sheet, Renewal Term Automatic Unless Events Occur that Relate
          to Solvency of Complex or Impairment of Manager’s Ability to Operate Complex (AEG
          Subsequently Indicated Term Extension Would be Based on Mutual Agreement)

      Annual Fixed Fee: None

      Annual Incentive Fee: 12% of Non-Tenant Event Revenues (Adjusted OCJV Generated Revenues)

      Capital Investment: $3,500,000
        Would Require Repayment of $1,750,000 at End of Initial Term if No Renewal Term

      Other Investment:
        $1,000,000 Signing Bonus (To Fund Revenue Enhancing Investments)
        $300,000 Consulting Services Credit with AEG Real Estate



Preliminary Draft – Subject to Revision                                                    Page 74
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B.         AEG Proposal Overview
Management Contract Summary Terms – Option 1 (Original) (Continued)


      Guarantee:
           Target 25 “Diverse High Profile Events” Not Typically or Regularly Held at the Complex
            During Initial Term (First Five Years)
            – 5 Stadium Events
              – 10 Boxing / Mixed Martial Arts Matches
              – 2 Stadium Sports Events (Non NFL/MLB)
              – 3 Bull Riding Events
              – 5 Gospel Concerts / Events


           Guarantee of $2,500,000 Over Initial Term – Regardless of Number of Events Actually Held

      Other:
           Potential Annual $500,000 Expense Reduction After Review of Operations (Non-Guaranteed)
           Authority to Pay for Management Transition Expenses




Preliminary Draft – Subject to Revision                                                         Page 75
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B.         AEG Proposal Overview
Management Contract Summary Terms – Option 2

      Initial Term: 5 Years

      Renewal Term: 5 Years
        Term Extension Would be Based on Mutual Agreement

      Annual Fixed Fee: None

      Annual Incentive Fee: 12% of Non-Tenant Event Revenues (Adjusted OCJV Generated Revenues)

      Capital Investment: None

      Other Investment: $300,000 Consulting Services Credit with AEG Real Estate




Preliminary Draft – Subject to Revision                                                   Page 76
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B.         AEG Proposal Overview
Management Contract Summary Terms – Option 2 (Continued)


      Guarantee:
           Target 25 “Diverse High Profile Events” Not Typically or Regularly Held at the Complex
            During Initial Term (First Five Years)
            – 5 Stadium Events
              – 10 Boxing / Mixed Martial Arts Matches
              – 2 Stadium Sports Events (Non NFL/MLB)
              – 3 Bull Riding Events
              – 5 Gospel Concerts / Events


              – Guarantee of $2,500,000 Over Initial Term – Regardless of Number of Events Actually
                Held

           Guarantee that Adjusted OCJV Generated Revenues will Reach or Exceed $27,000,000 in
            Aggregate Over the Initial Term (Represents an Average of $5,400,000 per Year) (Subject to
            Force Majeure, Etc.) – Full Exposure

           Guarantees are Mutually Exclusive

Preliminary Draft – Subject to Revision                                                         Page 77
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B.         AEG Proposal Overview
Management Contract Summary Terms – Option 3

      Initial Term: 5 Years

      Renewal Term: 5 Years
        Term Extension Would be Based on Mutual Agreement

      Annual Fixed Fee: None

      Annual Incentive Fee: 12% of Non-Tenant Event Revenues (Adjusted OCJV Generated Revenues)

      Capital Investment: None

      Other Investment: $300,000 Consulting Services Credit with AEG Real Estate




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B.         AEG Proposal Overview
Management Contract Summary Terms – Option 3 (Continued)

      Guarantee:
           Target 25 “Diverse High Profile Events” Not Typically or Regularly Held at the Complex
            During Initial Term (First Five Years)
            – 5 Stadium Events
              – 10 Boxing / Mixed Martial Arts Matches
              – 2 Stadium Sports Events (Non NFL/MLB)
              – 3 Bull Riding Events
              – 5 Gospel Concerts / Events

              – Guarantee of $2,500,000 Over Initial Term – Regardless of Number of Events Actually
                Held

           Guarantee that Adjusted OCJV Generated Revenues will Reach or Exceed $30,000,000 in
            Aggregate Over the Initial Term (Represents an Average of $6,000,000 per Year) (Subject to
            Force Majeure, Etc.)
            – In Case of Shortfall, AEG to Reimburse Authority Any Fees Paid to AEG Up to Shortfall
                or Full Fee Repayment, Whichever Comes First

           Guarantees are Mutually Exclusive
Preliminary Draft – Subject to Revision                                                         Page 79
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B.         AEG Proposal Overview
Management Contract Summary Terms – Other

      Expense Overrun Protection – Applies to All Options (Verbal)
           AEG Will Reduce Management Fees if Actual Expenses Exceed Budget in Any Year
              –    AEG Would Expect the Opportunity to Recoup Lost Management Fees in Future Years
                   »   Applicable Only when Actual Expenses are Below Budget




Preliminary Draft – Subject to Revision                                                        Page 80
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B.         AEG Proposal Overview
Summary of Proposed Management Contract Terms – AEG
                                   Option 1 (Original)                  Option 2                      Option 3

       Initial Term                        5 Years                       5 Years                       5 Years

       Renewal Term                       5 Years                         5 Years                       5 Years
                                     (Mutual - Clarified)                (Mutual)                      (Mutual)
       Annual Fixed Fee                     None                          None                          None

       Annual Incentive Fee         12% of All Non Tenant         12% of All Non Tenant         12% of All Non Tenant
       (Based on Adjusted OCJV        Event Revenues                Event Revenues                Event Revenues
       Generated Revenues)
       Capital Investment                 $3,500,000                      None                          None
                                 Capital Repayment in Year 5
                                 (No Renewal) – $1,750,000
       Other Investment                  $1,000,000                     $300,000                      $300,000
                                      (Signing Bonus)            (Real Estate Consulting)      (Real Estate Consulting)
                                          $300,000
                                   (Real Estate Consulting)
       Guarantee                     $2,500,000 Revenue            $2,500,000 Revenue            $2,500,000 Revenue
                                    Guarantee – 25 Events         Guarantee – 25 Events         Guarantee – 25 Events

                                                                Minimum Aggregate OCJV        Minimum Aggregate OCJV
                                                                 Revenue of $27,000,000        Revenue of $30,000,000
                                                                (Complete Downside Risk)      (Management Fees at Risk)
       Other                       Expense Reduction Plan       Expense Overrun Protection    Expense Overrun Protection

                                  Authority to Pay Transition   Authority to Pay Transition   Authority to Pay Transition
                                          Expenses                      Expenses                      Expenses
Preliminary Draft – Subject to Revision                                                                                     Page 81
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B.         AEG Proposal Overview
Management Services Proposal – Management Experience / Expertise


      Knowledge of Oakland and the Bay Area
           Over the Last Five Years, AEG Live has Promoted 70 Events in the Bay Area Generating over
            $45 Million in Ticket Sales
            – $12 Million Worth of Ticket Sales at the Coliseum Complex


      Synergies Among Business Units
           Demonstrated Ability to Leverage Assets to Maximize Revenues and Value
           Potential to Impact Complex Operations
            – Maximize Non-Tenant Events Via AEG Live (Creating Operational Synergies with
               Existing AEG West Coast Facilities)
            – Implement Proven Operating Techniques and Strategies (Cost Reduction)


      Proven Operating Principles
           Grow the Diversity of the Audience while Serving Existing Customers
           Be the Market Share Leader within a Given Market



Preliminary Draft – Subject to Revision                                                        Page 82
                                                                                                                                                                                                                    Confidential

B.             AEG Proposal Overview
Management Services Proposal – Stated Management Plan

      Minimum Non-Tenant Event Guarantee
            Target of at Least 25 Non-Tenant Events over the First Five Years of the Agreement

      Reduction of Current Operating Expenses

      AEG Intends to Operate ORACLE Arena in a Manner Consistent with its Managed Venues in
       Other Large Markets
            Focus on Higher Profile Events, Generating Increased Attendance


       AEG Arenas: FY 2011 Non-Professional                                                                        AEG Arenas: FY 2011 Non-Professional
                 Sports Events                                                                                           Sports Total Attendance
                                                                                                                          867,702
     100       82              78                 76                                                            900,000
                                                                  65              66                 70
      80                                                                                                        800,000                     638,125
      60                                                                                                        700,000                                        572,488
                                                                                                                600,000                                                       491,522
      40                                                                                                                                                                                           402,008          436,572
                                                                                                                500,000
      20                                                                                                        400,000
       0                                                                                                        300,000
           Target Center




                                                                             Prudential Center
                                            AmericanAirlines




                                                                                                 ORACLE Arena
                           Staples Center




                                                               AT&T Center




                                                                                                                                            AmericanAirlines




                                                                                                                                                                               Prudential Center


                                                                                                                                                                                                    Target Center




                                                                                                                                                                                                                     ORACLE Arena
                                                                                                                           Staples Center




                                                                                                                                                                AT&T Center
                                                Arena




                                                                                                                                                Arena



Preliminary Draft – Subject to Revision                                                                                                                                                                                             Page 83
                                                                                             Confidential

B.         AEG Proposal Overview
Management Services Proposal – Other Management Initiatives

      Focus on Guest Services / Day of Game Services
           Investment in Management and Guest Services through Training Programs
              – Alliance with Disney Institute (Goal is to Apply Disney Management Strategies to Foster
                Individual Responsibility throughout Event Staff)
           Establish Day of Game Concierge Service
           Utilize Central Parking for Day of Game Operations
           S.A.F.E. Program
              – Policies and Procedures for Venue Security


      Environmental Sustainability
        AEG 1 Earth Program
          – Environmental Program that Identifies AEG’s Environmental Priorities and Establishes
              Goals to Guide its Decision Making
          – Acknowledged by the Clinton Global Initiative at its 2011 Annual Meeting for its Work in
              Designing the World’s First Carbon Neutral NFL Stadium (Farmers Field)
          – Established Programs in Venues in Los Angeles and Minneapolis
          – AEG Pledges to Work with the Authority to Create a Plan to Implement Locally
Preliminary Draft – Subject to Revision                                                          Page 84
                                                                                 Confidential

B.         AEG Proposal Overview
Management Services Proposal – Other Management Initiatives (Continued)

      Emphasis on Preventative Maintenance
        Establish a Preventive Maintenance Program with a Focus on Schedule, Inventory and
          Equipment Type
          – Focus on Components with an Increasing Failure Rate
        Decrease Overall Cost of Replacement and System Downtime

      Strengthen Relationship with Surrounding Community
        Commitment to Employee and Supplier Diversity
        Formation of Stakeholder Partnership Committee
           – AEG has Already Met with Local Community Groups




Preliminary Draft – Subject to Revision                                              Page 85
                                                          Confidential

B.         AEG Proposal Overview
Management Services Proposal – Proposed Management Plan




Preliminary Draft – Subject to Revision                       Page 86
                                                                                             Confidential

B.         AEG Proposal Overview
Management Services Proposal – Proposed Event Staffing Plan

                                                AEG Proposed Event Staffing Plan
                                  NBA Basketball - Major Venue
                                    Guest Services (Ushers, Ticket Takers)         200-250
                                    Security                                       95-110
                                    Box Office                                     16-20
                                    Housekeeping                                   24-32
                                    Maintenance                                    3-5
                                    Parking                                        50-80
                                    Facilities Presentation (Audio Visual)         5-15

                                  NFL Gameday - Variable to Venue & Game Profile
                                    Guest Services (Ushers, Ticket Takers)         420-500
                                    House Security                                 350-400
                                    Law Enforcement & EMT                          150-200
                                    Box Office                                     20-30
                                    Housekeeping                                   120-160
                                    Credentialing                                  50-75
                                    Parking                                        150-200
                                    Production Labor                               5-25

                                  Concerts - Major Venue
                                     Guest Services (Ushers, Ticket Takers)        200-250
                                     Security                                      90-110
                                     Box Office                                    12-25
                                     Housekeeping                                  24-32
                                     Maintenance                                   3-5
                                     Parking                                       50-80
                                  Source: AEG.


Preliminary Draft – Subject to Revision                                                          Page 87
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B.         AEG Proposal Overview
Proposal Considerations – Preliminary Observations


      Fully Integrated Network of Business Units – Ability to Leverage Assets to Maximize Revenues
           Potential Synergies with AEG Live (#2 Promoter in Worldwide Ticket Sales (Pollstar 2011))


      Significant Experience Managing Professional Sports Venues
        Management/Venue Services Portfolio Includes 8 NBA Venues (Serving Nine NBA Teams)
        No NFL/MLB Venues – Domestic Operations Currently Focus on Arenas and MLS Facilities


      AEG is Familiar with the Needs of Sports Tenants
           Majority or Minority Owner of NBA, NHL, and MLS Franchises


      Familiarity with Coliseum Complex
           Proposed GM Chris Wright is a Former Coliseum Complex Assistant GM




Preliminary Draft – Subject to Revision                                                         Page 88
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B.         AEG Proposal Overview
Proposal Considerations – Preliminary Observations (Continued)

      Strong California Presence
           Los Angeles, California Headquarters
           Several Prominent Facilities
             – Staples Center / LA Live – Los Angeles, California
             – Valley View Casino Center – San Diego, California
             – Home Depot Center – Carson, California
           AEG Live Bay Area Office

      Strong West Coast Presence in Major Markets/Venues
           Staples Center / LA Live – Los Angeles, California
           Valley View Casino Center – San Diego, California
           Rose Garden – Portland, Oregon
           KeyArena – Seattle, Washington

      Authority to Pay Transition Expenses




Preliminary Draft – Subject to Revision                                 Page 89
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B.         AEG Proposal Overview
Proposal Considerations – Preliminary Observations (Continued)

      Active Facilities Developer/Equity Investor – Impact on Complex Tenant Mix
           Los Angeles Football Stadium (Farmers Field)
           San Francisco Arena (Various Parties have Approached AEG About Potential Opportunities)
           AEG Willing to Consider Exclusivity Provision to Cover Length of Term


      Active Facilities Developer/Equity Investor – Impact on Complex Events
           Sacramento Entertainment and Sports Complex (Uncertain Status)
              – Routing Opportunities
              – Potential Competition Between Markets – Nominal Impact Based on Historical Booking
                Experience in Sacramento vs. Bay Area


      AEG Live Competitive Relationship with Live Nation
           AEG Managed/Venue Services Facilities Currently Host Live Nation Events
           Number of Live Nation Events at ORACLE Arena May Decrease – AEG Live and Other
            Events Booked by AEG May Offset (or More than Offset) Potential Loss
              – Total Concerts Increased at KeyArena and Target Center Under AEG Management /
                Number of Live Nation Concerts Relatively Consistent with Historical Levels
Preliminary Draft – Subject to Revision                                                        Page 90
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B.         AEG Proposal Overview
Proposal Considerations – Preliminary Observations (Continued)

          Each Option Presented by AEG Contains a Revenue Guarantee Tied to Certain Events
           Target 25 “Diverse High Profile Events” Not Typically or Regularly Held at the Complex
            – 5 Stadium Events
              – 10 Boxing / Mixed Martial Arts Matches
              – 2 Stadium Sports Events (Non NFL/MLB)
              – 3 Bull Riding Events
              – 5 Gospel Concerts / Events

           Guarantee of $2,500,000 Over Initial Term – Regardless of Number of Events Actually Held

           AEG Incentivized to Secure Additional Non-Tenant Events
              – Must Establish Reasonable Baseline to Determine/Assess Incremental Revenue

          Under Option 2, AEG is Willing to Guarantee Aggregate Adjusted OCJV Generated Revenue of
           $27,000,000 Over the Initial Term (Subject to Force Majeure, Etc.) – Full Exposure

          Under Option 3, AEG is Willing to Guarantee Aggregate Adjusted OCJV Generated Revenue of
           $30,000,000 Over the Initial Term (Subject to Force Majeure, Etc.)
           Shortfall Exposure Limited to AEG Management Fees
Preliminary Draft – Subject to Revision                                                           Page 91
                                                              Confidential




              C.          Global Spectrum Proposal Overview




Preliminary Draft – Subject to Revision                           Page 92
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C.         Global Spectrum Proposal Overview
Corporate Profile – Global Spectrum


      Global Spectrum is an International Facilities Management Firm Operating 111 Facilities Globally,
       Including 39 Arenas and 13 Stadiums (Approximately 1.0 Million Seats Under Management)
           Diverse Major League Sports Experience (Clients Include NBA/NFL/MLB/NHL/MLS Teams)
           Headquartered in Philadelphia, Pennsylvania

      Stated Focus of Global Spectrum’s Business Approach is to Maximize Event Programming for the
       Financial Advantage of its Clients Via the Following
             Attracting More Events
             Providing Clients Access to Senior Management at Corporate and Regional Levels
             Supporting Promoters and Driving Venue Per Capitas
             Providing a Formal, Company-Wide Customer Service and Performance Program Called “How
              You Doin’?”

      Global Spectrum Achieved the Following Results in its Most Recent Fiscal Year
        Number of Events: 12,251
        Event Total Attendance: 20.9 Million
        Event Gross Ticket Sales: $323 Million
        Event Gross Revenue: $633 Million
Preliminary Draft – Subject to Revision                                                          Page 93
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C.         Global Spectrum Proposal Overview
Corporate Profile – Key Managed Facilities

      Global Spectrum Currently Manages One NBA Arena
        Wells Fargo Center – Philadelphia 76ers
          – Also Home to the Philadelphia Flyers (NHL)

      Global Spectrum Currently Manages One NFL Stadium
        University of Phoenix Stadium – Arizona Cardinals (Host of 2008/2015 Super Bowl)
          – Received Level 1 NFL Security Rating Annually Since 2008

      Global Spectrum Currently Manages Venues in California
        Galen Center – Los Angeles, CA (University of Southern California)
        Mountain Winery Amphitheatre – Saratoga, CA

      Global Spectrum Manages Several Other Prominent Domestic Sports and Entertainment Venues
        Citizens Bank Park – Philadelphia Phillies (MLB)
        LIVESTRONG Sporting Park – Sporting Kansas City (MLS)
        PPL Park – Philadelphia Union (MLS)



Preliminary Draft – Subject to Revision                                                     Page 94
                                                                                                                                          Confidential

C.          Global Spectrum Proposal Overview
Corporate Profile – Event Mix at Global Spectrum Facilities

      University of Phoenix Stadium and Wells Fargo Center are Global Spectrum’s
       Most Active Professional Sports Venues in Terms of Non-Tenant Events and
       Attendance

           Wells Fargo Center is Ranked as the Third Most Active Arena in the World,
            According to Venue Today (19th in 2010 Pollstar)

          Note: 2011 Pollstar Data for Wells Fargo Center Included Reporting Error
                                   University of Phoenix
        Venue                            Stadium               Citizens Bank Park               PPL Park               Wells Fargo Center
                                                               Philadelphia Phillies                                 Philadelphia 76ers (NBA) /
        Primary Tenant(s)          Arizona Cardinals (NFL)            (MLB)              Philadelphia Union (MLS)          Flyers (NHL)
        Ownership                          Public                     Public                      Public                      Private

                                   # of Events   Attendance   # of Events   Attendance    # of Events   Attendance    # of Events   Attendance
        Tenant Events                      12      688,404            86    3,899,400             19      343,221                   1,387,269
        Other Sporting Events                4       33,347             0            0              7       28,377                    320,771
        Entertainment                        3       13,321             0            0              0            0                    636,972
        Consumer                           20      117,258              3        4,850              0            0                           0
        Trade                                3        8,131             9        4,250              0            0                           0
        Banquets and Meetings              22         6,109           92        14,959              0            0                           0
        Graduations                        21      124,302              0            0              0            0                           0
        Other Special Events               25        40,147          147        63,013              0            0                      83,791
        Total                             110    1,031,019           337    3,986,472             26      371,598            242    2,428,803
        Source: Global Spectrum.
Preliminary Draft – Subject to Revision                                                                                                           Page 95
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C.         Global Spectrum Proposal Overview
Corporate Profile – Global Spectrum Corporate Structure

      Global Spectrum is a Subsidiary of Comcast-Spectacor (“Spectacor”), a Philadelphia-Based Sports
       and Entertainment Firm
           Spectacor Owns a Portfolio of Complimentary Sports and Entertainment Assets
           Most Recognized Assets Include the NHL’s Philadelphia Flyers and Wells Fargo Center
              –    Spectacor’s Corporate Structure is Highlighted Below




      Spectacor is Owned by Comcast Corporation, the Largest Provider of Cable, Internet and Voice
       Services in the Nation – FY 2010 Revenue of $38 Billion
Preliminary Draft – Subject to Revision                                                           Page 96
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C.         Global Spectrum Proposal Overview
Corporate Profile – Global Spectrum Chairman – Peter A. Luukko


 Peter A. Luukko is President and Chief Operating Officer of Comcast-Spectacor, the
 Philadelphia-based sports and entertainment firm which includes the Philadelphia
 Flyers hockey team and the Wells Fargo Center. Luukko works closely with Comcast-
 Spectacor Chairman Ed Snider in overseeing the day-to-day operations of all of the
 company’s interests which also include Global Spectrum, a worldwide leader in venue
 management, Ovations Food Services, the company’s food and concession company,
 Paciolan and New Era Tickets, the company’s full-service ticketing companies, and
 Flyers Skate Zone, a series of community skating and hockey rinks in the Greater
 Philadelphia Region. Additionally, Luukko, who is also Chairman of Global Spectrum,
 is responsible for creating new business opportunities for Comcast-Spectacor in the
 fields of venue management, sports ownership and operation, food and concessions, as
 well as consulting in those same fields.

 A recognized leader in the venue management industry, Luukko was the 2000
 recipient of the City of Hope’s Tri-State Labor Award. He also received the 2002
 prestigious Harold J. Vander Zwaag Distinguished Alumnus Award by the Sports
 Management Program of the University of Massachusetts. Luukko actively serves on
 the Board of Director’s for the Philadelphia Convention and Visitor’s Bureau, the
 Philadelphia Sports Congress, as well as the Battleship New Jersey Museum. He also
 serves on the National Hockey League’s Board of Governors.

Preliminary Draft – Subject to Revision                                                     Page 97
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C.         Global Spectrum Proposal Overview
Corporate Profile – Global Spectrum Proposed Complex GM – Patrick Talty

 Patrick Talty is currently General Manager at Zayed Sports City, Abu Dhabi, UAE and the Regional
 General Manager of the Flash Forum, Abu Dhabi, UAE. At Zayed Sports City he is responsible for the
 overall management of the multi-venue complex that contains the 43,000-seat national stadium, an
 Olympic size ice rink, an international tennis center with a 5,000-seat center court stadium, a bowling
 center, and several recreational fields. Additionally, he manages the account at the Flash Forum, which is
 a purpose built entertainment venue. Prior to his current assignment, Patrick was Global Spectrum’s
 Assistant General Manager at the University of Phoenix Stadium, Glendale, AZ, as well as having served
 as the Executive Director of Operations, where he was a part of the team that performed pre-opening
 services and opened the stadium. During his time at the University of Phoenix Stadium, Patrick was
 responsible for booking the venue and managing the operational departments. He has also worked at
 another NFL facility and a major market convention center, the Indiana Convention Center and RCA
 Dome, during his career. Patrick has over 15 years of experience in the industry.

 Global Spectrum has Stated its Intent to Consider an Internal Candidate for the Complex GM Role
 if the Authority Recommends Such a Candidate for Consideration




Preliminary Draft – Subject to Revision                                                               Page 98
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C.         Global Spectrum Proposal Overview
Management Contract Summary Terms – Option 1 (Original)

      Initial Term: 5 Years

      Renewal Term: None

      Annual Fixed Fee: $180,000 Adjusted by CPI After Year 1 (July 1, 2012 to June 30, 2013)

      Annual Incentive Fee:
       % of Adjusted OCJV Generated Revenues
       $0 to $3,000,000                               8%
          $3,000,000 to $5,000,000                    9%
          $5,000,000 to $6,000,000                   10%
          $6,000,000 to $8,000,000                  None
          Above $8,000,000                           20%

      Capital Investment: $2,000,000

      Other: Reimbursable Transition Expenses (to Global Spectrum), Including Employee Relocation,
       Corporate Travel, and Corporate Support
Preliminary Draft – Subject to Revision                                                          Page 99
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C.         Global Spectrum Proposal Overview
Management Contract Summary Terms – Option 2

      Initial Term: 5 Years

      Renewal Term: 5 Years (Subject to Mutual Agreement)

      Annual Fixed Fee: $180,000 Adjusted by CPI After Year 1 (July 1, 2012 to June 30, 2013)

      Annual Incentive Fee:
       % of Adjusted OCJV Generated Revenues
       $0 to $3,000,000                               8%
          $3,000,000 to $5,000,000                    9%
          $5,000,000 to $6,000,000                   10%
          $6,000,000 to $8,000,000                  None
          Above $8,000,000                           20%

      Capital Investment: $2,000,000

      Other: See Summary Following Option 4 Description

Preliminary Draft – Subject to Revision                                                          Page 100
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C.         Global Spectrum Proposal Overview
Management Contract Summary Terms – Option 3

      Initial Term: 5 Years

      Renewal Term: 5 Years (Subject to Mutual Agreement)

      Annual Fixed Fee: $200,000 Adjusted by CPI After Year 1 (July 1, 2012 to June 30, 2013)

      Annual Incentive Fee:
       % of Adjusted OCJV Generated Revenues
       $0 to $3,000,000                      10%
          $3,000,000 to $5,000,000                   11%
          $5,000,000 to $6,000,000                   12%
          $6,000,000 to $8,000,000                  None
          Above $8,000,000                           20%

      Capital Investment: $2,500,000

      Other: See Summary Following Option 4 Description

Preliminary Draft – Subject to Revision                                                          Page 101
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C.         Global Spectrum Proposal Overview
Management Contract Summary Terms – Option 4


      Initial Term: 5 Years

      Renewal Term: 5 Years (Subject to Mutual Agreement)

      Annual Fixed Fee: $100,000 Adjusted by CPI After Year 1 (July 1, 2012 to June 30, 2013)

      Annual Incentive Fee:
       % of Adjusted OCJV Generated Revenues
       $0 to $5,300,000                      None
          Next $120,000                             100%
          Next $2,580,000                            15%
          Above $8,000,000                           20%

      Capital Investment: None

      Other: See Summary Following Option 4 Description


Preliminary Draft – Subject to Revision                                                          Page 102
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C.         Global Spectrum Proposal Overview
Management Contract Summary Terms – Terms Applying to Options 2, 3 and 4

      “Bottom Line” Guarantee
           $2,500,000 in Guaranteed “Bottom Line” Improvement over Initial 5 Year Term
              –    Generated through a Combination of Incremental Net Revenues and Expense Reduction
           Communicated Willingness to Establish Baseline Based on 2011 Net Operating Loss

      Entertainment Complex Development
           Global Spectrum and The Cordish Company to Provide Free Advisory Services and Potential
            Willingness to Develop a Project Similar to Xfinity Live! at Wells Fargo Center in Philadelphia
              –    Benefit Difficult (if not Impossible) to Quantify

      Comcast Support
           $25,000 of Annual Advertising, Promotional and Sponsorship Support
           500 Thirty-Second Cable Television Commercials per Month to Promote the Complex
              –    Cost Estimated at $225,000 per Month Based on a Spot Rate of $450 per Commercial
              –    Direct Economic Benefit to Authority is Difficult (if not Impossible) to Quantify

      Reimbursable Transition Expenses (to Global Spectrum), Including Employee Relocation,
       Corporate Travel, and Corporate Support
Preliminary Draft – Subject to Revision                                                                Page 103
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C.           Global Spectrum Proposal Overview
Summary of Proposed Management Contract Terms – Global Spectrum
                           Option 1 (Original)                Option 2                    Option 3                   Option 4

 Initial Term                      5 Years                     5 Years                     5 Years                     5 Years

 Renewal Term                        NA                         5 Years                     5 Years                    5 Years
                                                               (Mutual)                    (Mutual)                   (Mutual)
 Annual Fixed Fee               $180,000 (CPI)              $180,000 (CPI)              $200,000 (CPI)             $100,000 (CPI)

 Annual Incentive            $0 to $3.0 Million: 8%      $0 to $3.0 Million: 8%     $0 to $3.0 Million: 10%     $0 to $5.3 Million: 0%
 Fee                        $3.0 to $5.0 Million: 9%   $3.0 to $5.0 Million: 9%    $3.0 to $5.0 Million: 11%    Next $120,000: 100%
 (Based on Adjusted OCJV   $5.0 to $6.0 Million: 10%   $5.0 to $6.0 Million: 10%   $5.0 to $6.0 Million: 12%    Next $2,580,000: 15%
 Generated Revenues)        $6.0 to $8.0 Million: 0%    $6.0 to $8.0 Million: 0%    $6.0 to $8.0 Million: 0%    Over $8,000,000: 20%
                             Over $8,000,000: 20%        Over $8,000,000: 20%        Over $8,000,000: 20%
 Capital Investment               $2,000,000                  $2,000,000                  $2,500,000                    None

 Other Investment                   None                        None                        None                        None

 Other                        Comcast Synergies         $2,500,000 Aggregate        $2,500,000 Aggregate        $2,500,000 Aggregate
                                                       “Bottom Line” Guarantee     “Bottom Line” Guarantee     “Bottom Line” Guarantee
                              Authority to Pay             (Baseline 2011)             (2011 Baseline)             (2011 Baseline)
                             Transition Expenses
                                                       Comcast – $25,000/ Year     Comcast – $25,000/ Year     Comcast – $25,000/ Year
                                                        Sponsorship Plus 500        Sponsorship Plus 500        Sponsorship Plus 500
                                                        Cable Spots per Month       Cable Spots per Month       Cable Spots per Month

                                                         Real Estate Services        Real Estate Services        Real Estate Services

                                                          Authority to Pay            Authority to Pay            Authority to Pay
                                                         Transition Expenses         Transition Expenses         Transition Expenses
Preliminary Draft – Subject to Revision                                                                                        Page 104
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C.         Global Spectrum Proposal Overview
Management Services Proposal – Management Experience / Expertise


      Understanding of NBA and NFL Team Service Requirements
           Spectacor was the Owner of the Philadelphia 76ers from 1996 to 2011
            – Still Owns and Operates Wells Fargo Center, Home Arena of the 76ers

      Potential Local Market Synergies with Comcast Media/Sports Assets
           Comcast is a Leading Local Cable Provider, Providing a Unique Marketing Platform with 1.6
            Million Subscribers in the San Francisco-Oakland DMA
           Other Local Comcast Media Assets Include the Following
            – Comcast SportsNet Bay Area (Broadcasts Athletics and Warriors Games)
            – NBC KNTV – 11 (Local NBC Affiliate)
            – Telemundo KSTS-TV 48 (Local Telemundo Affiliate)

      Established Customer Service Program – “How You Doin’?”
           Launched in 2004 to Maximize Client Retention, Employee Morale and Overall Profitability
           Cultural Framework for Interaction with Patrons Based on Ten Core Principles
           Includes New Employee Orientation Program


Preliminary Draft – Subject to Revision                                                        Page 105
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C.         Global Spectrum Proposal Overview
Management Services Proposal – Stated Management Plan


      Establish a Formal Strategic Relationship with Live Nation
           Similar to an Agreement in Place at Global Spectrum’s Wells Fargo Center
              – Live Nation would Commit to Work with Global Spectrum to Increase the Complex’s
                Concert Activity
              – Global Spectrum would Commit to Maintaining Ticket Services with Ticketmaster
              – Live Nation/Ticketmaster would Develop a “Concert Club” Offering a Variety of Priority,
                Premium and/or Promotional Benefits
              – Global Spectrum would Assist in Delivering Elements of the “Concert Club” to Sports
                Tenants’ Season Ticket Holders
              – Global Spectrum would Develop a “Loaded Ticket” with Pre-Paid Parking, Concessions
                and Merchandise Benefits




Preliminary Draft – Subject to Revision                                                         Page 106
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C.         Global Spectrum Proposal Overview
Management Services Proposal – Stated Management Plan (Continued)

      Implement Operational Improvements Identified on a Recent Tour of the Facilities (Observed
       Raiders Game Day Operations at O.co Coliseum and Toured ORACLE Arena)
           Food and Beverage
              – More Portables in Both the Stadium and Arena (Consider Credit Card Machines)
              – More Appealing Signage and Menu Boards
              – Improve Kitchen Facilities

           Parking
              –   Create Taskforce with Local Government/Police to Develop a Traffic Management Plan
              –   Improve Parking Technology (Investigate “Easy-Pass” Pre-Paid Parking Program)
              –   Consider More Aggressive Enforcement of House Rules
              –   Focus on Customer Service with Additional Training
              –   Further Examine Patron Movement

           Club Seating
              – Greater Emphasis on Food and Beverage Service
              – Upgrade Televisions
              – Enhance Overall Appearance
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C.         Global Spectrum Proposal Overview
Management Services Proposal – Other Management Initiatives

      Environmental Sustainability
           STEP UP (Global Spectrum Total Environmental Plan)
              – Focus on Energy Savings, Control of Energy Costs, Recycling Initiatives and an Energy
                Sell Back Program
           Global Spectrum is Phasing Implementation of a Company-Wide Leadership in Energy and
            Environmental Design Existing Building (“LEED EB”) Program, a Seven Part Program
              – Sustainable Sites
              – Water Efficiency
              – Energy & Atmosphere
              – Material & Resources
              – Indoor Environmental Quality
              – Green Cleaning
              – Innovations Upgrades, Operations/Maintenance




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C.         Global Spectrum Proposal Overview
Management Services Proposal – Other Management Initiatives (Continued)

      Maximize Use of Local Businesses
        Conducted Due Diligence to Understand City of Oakland and County of Alameda
          Communities
          – Already Met with Several Local Public and Private Organizations
        Retained the Services of Oakland Based L. Luster and Associates, a Leading Local Business
          Enterprise (“LBE”) Outreach and Consulting Firm
        Intends to Create a Partnership where Community Support Stimulates the Local Economy,
          Benefitting All Parties

      Maximize Staffing Resources
        Identified a Need to Strengthen On-Site Marketing
          – Intend to Add a Director of Marketing and Possibly a Marketing Manager
        Considering Potential Consolidation of Certain Currently Vacant Positions
        Possesses Relevant Experience in Managing Transitions after Completion of an RFP Process




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C.         Global Spectrum Proposal Overview
Management Services Proposal – Event Staffing Example (NFL)


                                                 University of Phoenix Stadium - Staffing Plan
                                                       Security &
                                                   Guest Services Housekeeping          Parking and
                                                          Staffing         Staffing Traffic Staffing   Total Staffing
                        Quantity of Personnel
                        Parking Lots and Gates
                           Gates                              278               10               98              386
                           Parking Lots                        52               38              165              255
                           Subotal                            330               48              263              641

                        Event Level and Field
                           Event Level                         65                6              NA                71
                           Field                               58                2              NA                60
                           Subotal                            123                8              NA               131

                        Main and Upper Terrace
                           Main Level                         169               40              NA               209
                           Upper                              114               35              NA               149
                           Subotal                            283               75              NA               358

                        Suite and Club Level
                            Suite                              43                7              NA                50
                            Club Level                         54               10              NA                64
                            Subotal                            97               17              NA               114

                        Total                                 833              148              263            1,244
                        Source: Global Spectrum.



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C.         Global Spectrum Proposal Overview
Management Services Proposal – Event Staffing Example (NBA)
                                                      Wells Fargo Center Staffing (76ers)
                                     Name/Department                  Employee Status       Quantity
                                     Event Manager                    Full Time                   1

                                     Operations
                                     Subtotal                                                    11

                                     Security
                                     Event Staff                      8 Hour Call               165
                                     Supervisors                      4.5 Hours                  15
                                     Concierge                        4.5 Hours                   9
                                     PSR's                            4.5 Hours                  25
                                     Subtotal                                                   214

                                     Cleaning
                                     Cleaning Staff                   8 Hours                   100
                                     Supervisors                      4.5 Hours                  10
                                     Subtotal                                                   110

                                     Other
                                     Ticketsellers                    Avg. 3 Hours                8
                                     Police                           8 Hours/5 People            7
                                     EMT/Amb                                                      1
                                     IT                               Out                         1
                                     Phone Operator                   Avg. 5 Hours                1
                                     Subtotal                                                    18

                                     3601 Creative Group
                                     Camera Operators                 5 Hour Call                 4
                                     Camera Asst.                     5 Hour Call                 2
                                     Producer                         Full Time                   1
                                     Engineer - E1                    Full Time                   1
                                     Engineer - E2                    8 Hour Call                 1
                                     Other                                                       15
                                     Subtotal                                                    24

                                     Total                                                      378
                                     Source: Global Spectrum.

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C.         Global Spectrum Proposal Overview
Proposal Considerations – Preliminary Observations

      Significant Experience Managing Professional Sports Venues
        Limited Number of NFL (1) and NBA (1) Venues

      "Neutral" Operator
           Potential Strategic Partnership with Live Nation/Ticketmaster

      Limited California Presence
           Minimal Conflicts with Other Managed Facilities
           Minimal Opportunities for Routing Synergies (Applies to Only Selected Number of Events)

      Conducted On-Site Visits and Meetings with Tenants and Community Leaders/Organizations
           Identified Potential Operating Improvements
             – Food and Beverage
             – Parking
             – Club Seating
             – Concert Club Initiatives
                 » Limited Detail Provided on How to Improve Existing Program


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C.         Global Spectrum Proposal Overview
Proposal Considerations – Preliminary Observations (Continued)

      Revised Offers Include $2.5 Million Aggregate “Bottom Line” Guarantee Over
          Initial 5 Year Term (2011 Baseline) (Subject to Force Majeure, Etc.)
           To be Generated by Combination of Incremental Net Revenues and Expense Reductions

      Potential Local Market Synergies with Comcast Media Assets
           Revised Offers Include 500 Thirty-Second Cable Television Spots Available to the Complex
            on a Monthly Basis for Promotional Purposes (Global Estimates Cost at $225,000/Month)
             – Promote Complex and Events
             – Promote Concert Club
             – Public Service Announcements
             – Value/Benefit of Cable Television Spots to the Authority is Difficult to Quantify
           Revised Offers Include $25,000/Year Sponsorship

      Under Certain Proposal Options, Compensation Structure Provides “Mixed” Incentive to Book
       Additional Events
           Financial Incentive to Increase Adjusted OCJV Revenues Over $8.0 Million – Global
            Spectrum Expressed Confidence in Ability to Grow Revenue
           Global Spectrum has Limited Financial Incentive to Book Additional Events if Adjusted
            OCJV Revenues are Expected to be in $6.0 Million to $8.0 Million Range
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C.         Global Spectrum Proposal Overview
Proposal Considerations – Preliminary Observations (Continued)


      Option 4 Puts Incentive Fee Fully at Risk if OCJV Revenues Do Not Reach $5.3
       Million Per Year

      Proposed Complex GM Candidate Lacks On-Site Knowledge




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         Appendix A: Financial Evaluation of Proposals




Preliminary Draft – Subject to Revision                     Page 115
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Appendix A: Financial Evaluation of Proposals
Overview of Financial Analysis

      BSG Analyzed Potential Compensation to be Paid to Each Management Services Firm Based on a
       Range of Adjusted OCJV Generated Revenues
           4 Year Average Revenue: “OCJV 4 Year Average Revenue” ($5,312,627)
           4 Year Low Revenue: “OCJV 4 Year Low Revenue” ($4,163,119)
           4 Year High Revenue: “OCJV 4 Year High Revenue” ($7,443,259)

      BSG Verified Proposers Assumed Adjusted OCJV Generated Revenues to Calculate Incentive Fees

      Analysis Includes Consideration of the Following Terms, as Documented in Each Proposal
           Fixed Fee (If Any)
           Incentive Fee Compensation Structure (Including Capital Recovery, where Applicable)
           Upfront Capital Investment
           Other Investment (If Any)
           Repayment of Capital (If Any)
           Revenue Guarantee / “Bottom Line” Guarantee (If Any)



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Appendix A: Financial Evaluation of Proposals
Overview of Financial Analysis (Continued)

      Analysis Generates a Net Present Value (“NPV”) Calculation for Each Proposed Structure
           NPV to Complex Reflects the Value of Upfront Investment Received by the Complex, Net of
            Payments Made to Manager

      Manager Compensation Calculated on an Annual Basis
           Fixed Fees Considered as Appropriate (Global Spectrum)
           Incentive Fees Calculated Based on Each Proposed Structure

      Upfront Capital Investment, Potential Capital Repayment and Other Factors were Considered to
       Arrive at Estimated Annual Cash Flows
           Discounted Back to “Time Zero” at 6.0% (Range of Discount Rates was Considered)


      BSG Did Not Prepare an Authority Cash Flow Model that Reflects Bottom Line Impact




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                                          SMG




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Appendix A: Financial Evaluation of Proposals
Summary of Proposed Management Contract Terms – SMG

                                                Option 1 (Original)                 Option 2

                    Initial Term                        5 Years                      5 Years

                    Renewal Term              2 Years (Authority Option)              None

                    Early Termination                   None                  After Year 3 (Authority
                                                                                     Option)
                    Annual Fixed Fee                    None                          None

                    Annual Incentive Fee        $0 to $4.5 Million: 14%       $0 to $4.5 Million: 4%
                    (Based on Adjusted OCJV    $4.5 to $8.0 Million: 5%      $4.5 to $5.3 Million: 5%
                    Generated Revenues)        Above $8.0 Million: 10%       Above $5.3 Million: 15%
                                                 (Fees at Risk if SMG         (Full Exposure if SMG
                                               Exceeds Expense Budget)       Exceeds Expense Budget)
                    Capital Investment                 $2,500,000             $3,000,000 (Subject to
                                              Capital Repayment in Year 5   Capital Recovery at 12% of
                                               (No Renewal) – $500,000       Annual OCJV Revenue)
                    Guarantee                           None                $1,000,000 Guarantee Based
                                                                            on SMG Oakland Presents -
                                                                               Aggregate Net Income
                                                                              Guarantee Over 5 Years
                    Other                     $100,000 Discretionary Fee     Expressed Willingness to
                                                                              Consider and Negotiate
                                              Alternative 3 Year Proposal     Alternative Structures

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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 1: OCJV 4 Year Average Revenue


      Estimated Annual Compensation of $671,000 (Assuming No Escalation in Revenues)

                                                                                           Complex - Combined
                                                                                        Fiscal Year Ended June 30,
                                                                        2013          2014         2015         2016          2017

                    Adjusted OCJV Generated Revenues                  $5,312,627    $5,312,627 $5,312,627 $5,312,627 $5,312,627
                    Estimated Escalation                                                  0.0%       0.0%       0.0%       0.0%

                    Annual Revenue Guarantee                                  $0            $0           $0           $0            $0
                    Adjusted OCJV Generated Revenues with Guarantee   $5,312,627    $5,312,627   $5,312,627   $5,312,627    $5,312,627

                    Incentive Fee
                         14%         First $4.5 Million                $630,000      $630,000     $630,000     $630,000      $630,000
                           5% $4.5 Million to $8.0 Million              $40,631       $40,631      $40,631      $40,631       $40,631
                         10%        Above $8.0 Million                       $0            $0           $0           $0            $0
                         Total Incentive Fee - Earned                  $670,631      $670,631     $670,631     $670,631      $670,631

                        Total Incentive Fee - Earned                   $670,631      $670,631     $670,631     $670,631      $670,631

                        Maximum Total Fee                                      $0          $0           $0             $0            $0
                        Fixed Fee                                              $0          $0           $0             $0            $0
                        Maximum Incentive Fee                                  NA          NA           NA             NA            NA

                        Incentive Fee Compensation                     $670,631      $670,631     $670,631     $670,631      $670,631
                        Add: Fixed Fee                                       $0            $0           $0           $0            $0
                        Total Compensation                             $670,631      $670,631     $670,631     $670,631      $670,631
                        Compensation as % of OCJV Revenues                12.6%         12.6%        12.6%        12.6%         12.6%

                         12% Capital Recovery                                  $0          $0           $0             $0            $0



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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 1: OCJV 4 Year Average Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: ($699,000)
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $5,312,627    $5,312,627   $5,312,627   $5,312,627    $5,312,627
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,500,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                                  $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                              $0          $0           $0             $0            $0

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                              $0          $0           $0             $0            $0

                             Total Compensation to Manager                ($670,631)    ($670,631)   ($670,631)   ($670,631)    ($670,631)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0   ($500,000)

                             Total Cash Flow                 $2,500,000   ($670,631)    ($670,631)   ($670,631)   ($670,631) ($1,170,631)

                             NPV                             ($698,572)




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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 1: OCJV 4 Year Low Revenue


      Estimated Annual Compensation of $583,000 (Assuming No Escalation in Revenues)

                                                                                           Complex - Combined
                                                                                        Fiscal Year Ended June 30,
                                                                        2013          2014         2015         2016          2017

                    Adjusted OCJV Generated Revenues                  $4,163,119    $4,163,119 $4,163,119 $4,163,119 $4,163,119
                    Estimated Escalation                                                  0.0%       0.0%       0.0%       0.0%

                    Annual Revenue Guarantee                                  $0            $0           $0           $0            $0
                    Adjusted OCJV Generated Revenues with Guarantee   $4,163,119    $4,163,119   $4,163,119   $4,163,119    $4,163,119

                    Incentive Fee
                         14%         First $4.5 Million                $582,837      $582,837     $582,837     $582,837      $582,837
                           5% $4.5 Million to $8.0 Million                   $0            $0           $0           $0            $0
                         10%        Above $8.0 Million                       $0            $0           $0           $0            $0
                         Total Incentive Fee - Earned                  $582,837      $582,837     $582,837     $582,837      $582,837

                        Total Incentive Fee - Earned                   $582,837      $582,837     $582,837     $582,837      $582,837

                        Maximum Total Fee                                      $0          $0           $0             $0            $0
                        Fixed Fee                                              $0          $0           $0             $0            $0
                        Maximum Incentive Fee                                  NA          NA           NA             NA            NA

                        Incentive Fee Compensation                     $582,837      $582,837     $582,837     $582,837      $582,837
                        Add: Fixed Fee                                       $0            $0           $0           $0            $0
                        Total Compensation                             $582,837      $582,837     $582,837     $582,837      $582,837
                        Compensation as % of OCJV Revenues                14.0%         14.0%        14.0%        14.0%         14.0%

                         12% Capital Recovery                                  $0          $0           $0             $0            $0



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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 1: OCJV 4 Year Low Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: ($329,000)
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $4,163,119    $4,163,119   $4,163,119   $4,163,119    $4,163,119
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,500,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                                  $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                              $0          $0           $0             $0            $0

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                              $0          $0           $0             $0            $0

                             Total Compensation to Manager                ($582,837)    ($582,837)   ($582,837)   ($582,837)    ($582,837)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0   ($500,000)

                             Total Cash Flow                 $2,500,000   ($582,837)    ($582,837)   ($582,837)   ($582,837) ($1,082,837)

                             NPV                             ($328,749)




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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 1: OCJV 4 Year High Revenue


      Estimated Annual Compensation of $777,000 (Assuming No Escalation in Revenues)

                                                                                           Complex - Combined
                                                                                        Fiscal Year Ended June 30,
                                                                        2013          2014         2015         2016          2017

                    Adjusted OCJV Generated Revenues                  $7,443,259    $7,443,259 $7,443,259 $7,443,259 $7,443,259
                    Estimated Escalation                                                  0.0%       0.0%       0.0%       0.0%

                    Annual Revenue Guarantee                                  $0            $0           $0           $0            $0
                    Adjusted OCJV Generated Revenues with Guarantee   $7,443,259    $7,443,259   $7,443,259   $7,443,259    $7,443,259

                    Incentive Fee
                         14%         First $4.5 Million                $630,000      $630,000     $630,000     $630,000      $630,000
                           5% $4.5 Million to $8.0 Million             $147,163      $147,163     $147,163     $147,163      $147,163
                         10%        Above $8.0 Million                       $0            $0           $0           $0            $0
                         Total Incentive Fee - Earned                  $777,163      $777,163     $777,163     $777,163      $777,163

                        Total Incentive Fee - Earned                   $777,163      $777,163     $777,163     $777,163      $777,163

                        Maximum Total Fee                                      $0          $0           $0             $0            $0
                        Fixed Fee                                              $0          $0           $0             $0            $0
                        Maximum Incentive Fee                                  NA          NA           NA             NA            NA

                        Incentive Fee Compensation                     $777,163      $777,163     $777,163     $777,163      $777,163
                        Add: Fixed Fee                                       $0            $0           $0           $0            $0
                        Total Compensation                             $777,163      $777,163     $777,163     $777,163      $777,163
                        Compensation as % of OCJV Revenues                10.4%         10.4%        10.4%        10.4%         10.4%

                         12% Capital Recovery                                  $0          $0           $0             $0            $0



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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 1: OCJV 4 Year High Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: ($1,147,000)
                                                                                                 Complex - Combined
                                                                                              Fiscal Year Ended June 30,
                                                                              2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                    $7,443,259    $7,443,259   $7,443,259   $7,443,259    $7,443,259
                        Estimated Escalation                                                    0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,500,000

                             Other Upfront Investment                $0

                             Annual Consulting Services                              $0          $0           $0             $0            $0

                             Annual Media Benefit                                    $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                                $0          $0           $0             $0            $0

                             Annual Complex Guarantee                                $0          $0           $0             $0            $0

                             Annual Expense Reduction                                $0          $0           $0             $0            $0

                             Total Compensation to Manager                  ($777,163)    ($777,163)   ($777,163)   ($777,163)    ($777,163)

                             Annual Capital Recovery                                 $0          $0           $0             $0            $0

                             Capital Repayment                                       $0          $0           $0             $0   ($500,000)

                             Total Cash Flow                 $2,500,000     ($777,163)    ($777,163)   ($777,163)   ($777,163) ($1,277,163)

                             NPV                             ($1,147,322)




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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 2: OCJV 4 Year Average Revenue


      Estimated Annual Compensation of $252,000 (Prior to Capital Recovery)

                                                                                           Complex - Combined
                                                                                        Fiscal Year Ended June 30,
                                                                        2013          2014         2015         2016          2017

                    Adjusted OCJV Generated Revenues                  $5,312,627    $5,312,627 $5,312,627 $5,312,627 $5,312,627
                    Estimated Escalation                                                  0.0%       0.0%       0.0%       0.0%

                    Annual Revenue Guarantee                           $200,000      $200,000     $200,000     $200,000      $200,000
                    Adjusted OCJV Generated Revenues with Guarantee   $5,512,627    $5,512,627   $5,512,627   $5,512,627    $5,512,627

                    Incentive Fee
                           4%        First $4.5 Million                $180,000      $180,000     $180,000     $180,000      $180,000
                           5% $4.5 Million to $5.3 Million              $40,000       $40,000      $40,000      $40,000       $40,000
                         15%        Above $5.3 Million                  $31,894       $31,894      $31,894      $31,894       $31,894
                         Total Incentive Fee - Earned                  $251,894      $251,894     $251,894     $251,894      $251,894

                        Total Incentive Fee - Earned                   $251,894      $251,894     $251,894     $251,894      $251,894

                        Maximum Total Fee                                      $0          $0           $0             $0            $0
                        Fixed Fee                                              $0          $0           $0             $0            $0
                        Maximum Incentive Fee                                  NA          NA           NA             NA            NA

                        Incentive Fee Compensation                     $251,894      $251,894     $251,894     $251,894      $251,894
                        Add: Fixed Fee                                       $0            $0           $0           $0            $0
                        Total Compensation                             $251,894      $251,894     $251,894     $251,894      $251,894
                        Compensation as % of OCJV Revenues                 4.6%          4.6%         4.6%         4.6%          4.6%

                         12% Capital Recovery                          $600,000      $600,000     $600,000     $600,000      $600,000



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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 2: OCJV 4 Year Average Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $254,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $5,312,627    $5,312,627   $5,312,627   $5,312,627    $5,312,627
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $3,000,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                                  $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                      $200,000      $200,000     $200,000     $200,000      $200,000

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                              $0          $0           $0             $0            $0

                             Total Compensation to Manager                ($251,894)    ($251,894)   ($251,894)   ($251,894)    ($251,894)

                             Annual Capital Recovery                      ($600,000)    ($600,000)   ($600,000)   ($600,000)    ($600,000)

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                 $3,000,000   ($651,894)    ($651,894)   ($651,894)   ($651,894)    ($651,894)

                             NPV                              $253,985




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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 2: OCJV 4 Year Low Revenue


      Estimated Annual Compensation of $175,000 (Prior to Capital Recovery)

                                                                                           Complex - Combined
                                                                                        Fiscal Year Ended June 30,
                                                                        2013          2014         2015         2016          2017

                    Adjusted OCJV Generated Revenues                  $4,163,119    $4,163,119 $4,163,119 $4,163,119 $4,163,119
                    Estimated Escalation                                                  0.0%       0.0%       0.0%       0.0%

                    Annual Revenue Guarantee                           $200,000      $200,000     $200,000     $200,000      $200,000
                    Adjusted OCJV Generated Revenues with Guarantee   $4,363,119    $4,363,119   $4,363,119   $4,363,119    $4,363,119

                    Incentive Fee
                           4%        First $4.5 Million                $174,525      $174,525     $174,525     $174,525      $174,525
                           5% $4.5 Million to $5.3 Million                   $0            $0           $0           $0            $0
                         15%        Above $5.3 Million                       $0            $0           $0           $0            $0
                         Total Incentive Fee - Earned                  $174,525      $174,525     $174,525     $174,525      $174,525

                        Total Incentive Fee - Earned                   $174,525      $174,525     $174,525     $174,525      $174,525

                        Maximum Total Fee                                      $0          $0           $0             $0            $0
                        Fixed Fee                                              $0          $0           $0             $0            $0
                        Maximum Incentive Fee                                  NA          NA           NA             NA            NA

                        Incentive Fee Compensation                     $174,525      $174,525     $174,525     $174,525      $174,525
                        Add: Fixed Fee                                       $0            $0           $0           $0            $0
                        Total Compensation                             $174,525      $174,525     $174,525     $174,525      $174,525
                        Compensation as % of OCJV Revenues                 4.0%          4.0%         4.0%         4.0%          4.0%

                         12% Capital Recovery                          $499,574      $499,574     $499,574     $499,574      $499,574



Preliminary Draft – Subject to Revision                                                                                                      Page 128
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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 2: OCJV 4 Year Low Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $1,003,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $4,163,119    $4,163,119   $4,163,119   $4,163,119    $4,163,119
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $3,000,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                                  $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                      $200,000      $200,000     $200,000     $200,000      $200,000

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                              $0          $0           $0             $0            $0

                             Total Compensation to Manager                ($174,525)    ($174,525)   ($174,525)   ($174,525)    ($174,525)

                             Annual Capital Recovery                      ($499,574)    ($499,574)   ($499,574)   ($499,574)    ($499,574)

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                 $3,000,000   ($474,099)    ($474,099)   ($474,099)   ($474,099)    ($474,099)

                             NPV                             $1,002,922




Preliminary Draft – Subject to Revision                                                                                                          Page 129
                                                                                                                                          Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 2: OCJV 4 Year High Revenue


      Estimated Annual Compensation of $571,000 (Prior to Capital Recovery)

                                                                                           Complex - Combined
                                                                                        Fiscal Year Ended June 30,
                                                                        2013          2014         2015         2016          2017

                    Adjusted OCJV Generated Revenues                  $7,443,259    $7,443,259 $7,443,259 $7,443,259 $7,443,259
                    Estimated Escalation                                                  0.0%       0.0%       0.0%       0.0%

                    Annual Revenue Guarantee                           $200,000      $200,000     $200,000     $200,000      $200,000
                    Adjusted OCJV Generated Revenues with Guarantee   $7,643,259    $7,643,259   $7,643,259   $7,643,259    $7,643,259

                    Incentive Fee
                           4%        First $4.5 Million                $180,000      $180,000     $180,000     $180,000      $180,000
                           5% $4.5 Million to $5.3 Million              $40,000       $40,000      $40,000      $40,000       $40,000
                         15%        Above $5.3 Million                 $351,489      $351,489     $351,489     $351,489      $351,489
                         Total Incentive Fee - Earned                  $571,489      $571,489     $571,489     $571,489      $571,489

                        Total Incentive Fee - Earned                   $571,489      $571,489     $571,489     $571,489      $571,489

                        Maximum Total Fee                                      $0          $0           $0             $0            $0
                        Fixed Fee                                              $0          $0           $0             $0            $0
                        Maximum Incentive Fee                                  NA          NA           NA             NA            NA

                        Incentive Fee Compensation                     $571,489      $571,489     $571,489     $571,489      $571,489
                        Add: Fixed Fee                                       $0            $0           $0           $0            $0
                        Total Compensation                             $571,489      $571,489     $571,489     $571,489      $571,489
                        Compensation as % of OCJV Revenues                 7.5%          7.5%         7.5%         7.5%          7.5%

                         12% Capital Recovery                          $600,000      $600,000     $600,000     $600,000      $600,000



Preliminary Draft – Subject to Revision                                                                                                      Page 130
                                                                                                                                                Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – SMG
Option 2: OCJV 4 Year High Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: ($1,092,000)
                                                                                                 Complex - Combined
                                                                                              Fiscal Year Ended June 30,
                                                                              2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                    $7,443,259    $7,443,259   $7,443,259   $7,443,259    $7,443,259
                        Estimated Escalation                                                    0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $3,000,000

                             Other Upfront Investment                $0

                             Annual Consulting Services                              $0          $0           $0             $0            $0

                             Annual Media Benefit                                    $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                        $200,000      $200,000     $200,000     $200,000      $200,000

                             Annual Complex Guarantee                                $0          $0           $0             $0            $0

                             Annual Expense Reduction                                $0          $0           $0             $0            $0

                             Total Compensation to Manager                  ($571,489)    ($571,489)   ($571,489)   ($571,489)    ($571,489)

                             Annual Capital Recovery                        ($600,000)    ($600,000)   ($600,000)   ($600,000)    ($600,000)

                             Capital Repayment                                       $0          $0           $0             $0            $0

                             Total Cash Flow                 $3,000,000     ($971,489)    ($971,489)   ($971,489)   ($971,489)    ($971,489)

                             NPV                             ($1,092,264)




Preliminary Draft – Subject to Revision                                                                                                            Page 131
                                                                                                                     Confidential

Appendix A: Financial Evaluation of Proposals
Summary of SMG Proposal                    OCJV Revenue
                                                                                             SMG
                                                                                          $5,312,627
                                                                            Option 1 (Original) Option 2 (Revised)
                                           Term (in Years)                                   5                   5
                                           Upfront Capital Investment              $2,500,000          $3,000,000

      SMG Proposal NPV Ranges from        Other Upfront Investment
                                           PV of Consulting Services
                                                                                           $0
                                                                                           $0
                                                                                                               $0
                                                                                                               $0
                                           PV of Media Benefit                             $0                  $0
       ($1,147,000)    to     $1,003,000   PV of Revenue Guarantee                         $0           $842,473
                                           PV of Complex Guarantee                         $0                  $0
       Depending on Structure and OCJV     PV of Annual Expense Reduction                  $0                  $0
                                           PV of Annual Management Fee            ($2,824,943)        ($1,061,069)
       Revenue                             PV of Capital Recovery
                                           PV of Capital Repayment
                                                                                           $0
                                                                                    ($373,629)
                                                                                                      ($2,527,418)
                                                                                                               $0

                                           NPV                                      ($698,572)           $253,985

                                                                                             SMG
                                           OCJV Revenue                                   $4,163,119
                                                                            Option 1 (Original) Option 2 (Revised)
                                           Term (in Years)                                   5                   5
                                           Upfront Capital Investment              $2,500,000          $3,000,000
                                           Other Upfront Investment                        $0                  $0
                                           PV of Consulting Services                       $0                  $0
                                           PV of Media Benefit                             $0                  $0
                                           PV of Revenue Guarantee                         $0            $842,473
                                           PV of Complex Guarantee                         $0                  $0
                                           PV of Annual Expense Reduction                  $0                  $0
                                           PV of Annual Management Fee            ($2,455,120)          ($735,162)
                                           PV of Capital Recovery                          $0         ($2,104,389)
                                           PV of Capital Repayment                  ($373,629)                 $0

                                           NPV                                      ($328,749)         $1,002,922

                                                                                             SMG
                                           OCJV Revenue                                   $7,443,259
                                                                            Option 1 (Original) Option 2 (Revised)
                                           Term (in Years)                                   5                   5
                                           Upfront Capital Investment              $2,500,000          $3,000,000
                                           Other Upfront Investment                        $0                  $0
                                           PV of Consulting Services                       $0                  $0
                                           PV of Media Benefit                             $0                  $0
                                           PV of Revenue Guarantee                         $0           $842,473
                                           PV of Complex Guarantee                         $0                  $0
                                           PV of Annual Expense Reduction                  $0                  $0
                                           PV of Annual Management Fee            ($3,273,693)        ($2,407,319)
                                           PV of Capital Recovery                          $0         ($2,527,418)
                                           PV of Capital Repayment                  ($373,629)                 $0

                                           NPV                                    ($1,147,322)        ($1,092,264)


Preliminary Draft – Subject to Revision                                                                                 Page 132
                                                Confidential




                                          AEG




Preliminary Draft – Subject to Revision            Page 133
                                                                                                                    Confidential

Appendix A: Financial Evaluation of Proposals
Summary of Proposed Management Contract Terms – AEG
                                   Option 1 (Original)                  Option 2                      Option 3

       Initial Term                        5 Years                       5 Years                       5 Years

       Renewal Term                       5 Years                         5 Years                       5 Years
                                     (Mutual - Clarified)                (Mutual)                      (Mutual)
       Annual Fixed Fee                     None                          None                          None

       Annual Incentive Fee         12% of All Non Tenant         12% of All Non Tenant         12% of All Non Tenant
       (Based on Adjusted OCJV        Event Revenues                Event Revenues                Event Revenues
       Generated Revenues)
       Capital Investment                 $3,500,000                      None                          None
                                 Capital Repayment in Year 5
                                 (No Renewal) – $1,750,000
       Other Investment                  $1,000,000                     $300,000                      $300,000
                                      (Signing Bonus)            (Real Estate Consulting)      (Real Estate Consulting)
                                          $300,000
                                   (Real Estate Consulting)
       Guarantee                     $2,500,000 Revenue            $2,500,000 Revenue            $2,500,000 Revenue
                                    Guarantee – 25 Events         Guarantee – 25 Events         Guarantee – 25 Events

                                                                Minimum Aggregate OCJV        Minimum Aggregate OCJV
                                                                 Revenue of $27,000,000        Revenue of $30,000,000
                                                                (Complete Downside Risk)      (Management Fees at Risk)
       Other                       Expense Reduction Plan       Expense Overrun Protection    Expense Overrun Protection

                                  Authority to Pay Transition   Authority to Pay Transition   Authority to Pay Transition
                                          Expenses                      Expenses                      Expenses
Preliminary Draft – Subject to Revision                                                                                   Page 134
                                                                                                                                       Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 1: OCJV 4 Year Average Revenue


      Estimated Annual Compensation of $698,000 (Assuming No Escalation in Revenues)

                                                                                      Complex - Combined
                                                                                   Fiscal Year Ended June 30,
                                                                 2013         2014            2015            2016         2017

              Adjusted OCJV Generated Revenues                  $5,312,627   $5,312,627     $5,312,627     $5,312,627     $5,312,627
              Estimated Escalation                                                 0.0%           0.0%           0.0%           0.0%

              Annual Revenue Guarantee                           $500,000     $500,000       $500,000       $500,000       $500,000
              Adjusted OCJV Generated Revenues with Guarantee   $5,812,627   $5,812,627     $5,812,627     $5,812,627     $5,812,627

              Incentive Fee
                   12% Adjusted OCJV Generated Revenues          $637,515     $637,515       $637,515        $637,515      $637,515
                   12% Annual Revenue Guarantee                   $60,000      $60,000        $60,000         $60,000       $60,000
                   Total Incentive Fee - Earned                  $697,515     $697,515       $697,515        $697,515      $697,515




                  Total Incentive Fee - Earned                   $697,515     $697,515       $697,515        $697,515      $697,515

                  Maximum Total Fee                                     $0          $0              $0               $0           $0
                  Fixed Fee                                             $0          $0              $0               $0           $0
                  Maximum Incentive Fee                                 NA          NA              NA               NA           NA

                  Incentive Fee Compensation                     $697,515     $697,515       $697,515        $697,515      $697,515
                  Add: Fixed Fee                                       $0           $0             $0              $0            $0
                  Total Compensation                             $697,515     $697,515       $697,515        $697,515      $697,515
                  Compensation as % of OCJV Revenues                12.0%        12.0%          12.0%           12.0%         12.0%



Preliminary Draft – Subject to Revision                                                                                                   Page 135
                                                                                                                                               Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 1: OCJV 4 Year Average Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $2,613,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016           2017

                        Adjusted OCJV Generated Revenues                  $5,312,627    $5,312,627   $5,312,627   $5,312,627    $5,312,627
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $3,500,000

                             Other Upfront Investment        $1,000,000

                             Annual Consulting Services                     $60,000       $60,000      $60,000      $60,000        $60,000

                             Annual Media Benefit                                  $0          $0           $0             $0             $0

                             Annual Revenue Guarantee                      $500,000      $500,000     $500,000     $500,000       $500,000

                             Annual Complex Guarantee                              $0          $0           $0             $0             $0

                             Annual Expense Reduction                              $0          $0           $0             $0             $0

                             Total Compensation to Manager                ($697,515)    ($697,515)   ($697,515)   ($697,515)     ($697,515)

                             Annual Capital Recovery                               $0          $0           $0             $0             $0

                             Capital Repayment                                     $0          $0           $0             $0   ($1,750,000)

                             Total Cash Flow                 $4,500,000   ($137,515)    ($137,515)   ($137,515)   ($137,515) ($1,887,515)

                             NPV                             $2,613,034




Preliminary Draft – Subject to Revision                                                                                                           Page 136
                                                                                                                                       Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 1: OCJV 4 Year Low Revenue


      Estimated Annual Compensation of $560,000 (Assuming No Escalation in Revenues)

                                                                                      Complex - Combined
                                                                                   Fiscal Year Ended June 30,
                                                                 2013         2014            2015            2016         2017

              Adjusted OCJV Generated Revenues                  $4,163,119   $4,163,119     $4,163,119     $4,163,119     $4,163,119
              Estimated Escalation                                                 0.0%           0.0%           0.0%           0.0%

              Annual Revenue Guarantee                           $500,000     $500,000       $500,000       $500,000       $500,000
              Adjusted OCJV Generated Revenues with Guarantee   $4,663,119   $4,663,119     $4,663,119     $4,663,119     $4,663,119

              Incentive Fee
                   12% Adjusted OCJV Generated Revenues          $499,574     $499,574       $499,574        $499,574      $499,574
                   12% Annual Revenue Guarantee                   $60,000      $60,000        $60,000         $60,000       $60,000
                   Total Incentive Fee - Earned                  $559,574     $559,574       $559,574        $559,574      $559,574




                  Total Incentive Fee - Earned                   $559,574     $559,574       $559,574        $559,574      $559,574

                  Maximum Total Fee                                     $0          $0              $0               $0           $0
                  Fixed Fee                                             $0          $0              $0               $0           $0
                  Maximum Incentive Fee                                 NA          NA              NA               NA           NA

                  Incentive Fee Compensation                     $559,574     $559,574       $559,574        $559,574      $559,574
                  Add: Fixed Fee                                       $0           $0             $0              $0            $0
                  Total Compensation                             $559,574     $559,574       $559,574        $559,574      $559,574
                  Compensation as % of OCJV Revenues                12.0%        12.0%          12.0%           12.0%         12.0%



Preliminary Draft – Subject to Revision                                                                                                   Page 137
                                                                                                                                               Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 1: OCJV 4 Year Low Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $3,194,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016           2017

                        Adjusted OCJV Generated Revenues                  $4,163,119    $4,163,119   $4,163,119   $4,163,119    $4,163,119
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $3,500,000

                             Other Upfront Investment        $1,000,000

                             Annual Consulting Services                     $60,000       $60,000      $60,000      $60,000        $60,000

                             Annual Media Benefit                                  $0          $0           $0             $0             $0

                             Annual Revenue Guarantee                      $500,000      $500,000     $500,000     $500,000       $500,000

                             Annual Complex Guarantee                              $0          $0           $0             $0             $0

                             Annual Expense Reduction                              $0          $0           $0             $0             $0

                             Total Compensation to Manager                ($559,574)    ($559,574)   ($559,574)   ($559,574)     ($559,574)

                             Annual Capital Recovery                               $0          $0           $0             $0             $0

                             Capital Repayment                                     $0          $0           $0             $0   ($1,750,000)

                             Total Cash Flow                 $4,500,000        $426          $426         $426         $426     ($1,749,574)

                             NPV                             $3,194,091




Preliminary Draft – Subject to Revision                                                                                                           Page 138
                                                                                                                                       Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 1: OCJV 4 Year High Revenue


      Estimated Annual Compensation of $953,000 (Assuming No Escalation in Revenues)

                                                                                      Complex - Combined
                                                                                   Fiscal Year Ended June 30,
                                                                 2013         2014            2015            2016         2017

              Adjusted OCJV Generated Revenues                  $7,443,259   $7,443,259     $7,443,259     $7,443,259     $7,443,259
              Estimated Escalation                                                 0.0%           0.0%           0.0%           0.0%

              Annual Revenue Guarantee                           $500,000     $500,000       $500,000       $500,000       $500,000
              Adjusted OCJV Generated Revenues with Guarantee   $7,943,259   $7,943,259     $7,943,259     $7,943,259     $7,943,259

              Incentive Fee
                   12% Adjusted OCJV Generated Revenues          $893,191     $893,191       $893,191        $893,191      $893,191
                   12% Annual Revenue Guarantee                   $60,000      $60,000        $60,000         $60,000       $60,000
                   Total Incentive Fee - Earned                  $953,191     $953,191       $953,191        $953,191      $953,191




                  Total Incentive Fee - Earned                   $953,191     $953,191       $953,191        $953,191      $953,191

                  Maximum Total Fee                                     $0          $0              $0               $0           $0
                  Fixed Fee                                             $0          $0              $0               $0           $0
                  Maximum Incentive Fee                                 NA          NA              NA               NA           NA

                  Incentive Fee Compensation                     $953,191     $953,191       $953,191        $953,191      $953,191
                  Add: Fixed Fee                                       $0           $0             $0              $0            $0
                  Total Compensation                             $953,191     $953,191       $953,191        $953,191      $953,191
                  Compensation as % of OCJV Revenues                12.0%        12.0%          12.0%           12.0%         12.0%



Preliminary Draft – Subject to Revision                                                                                                   Page 139
                                                                                                                                               Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 1: OCJV 4 Year High Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $1,536,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016           2017

                        Adjusted OCJV Generated Revenues                  $7,443,259    $7,443,259   $7,443,259   $7,443,259    $7,443,259
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $3,500,000

                             Other Upfront Investment        $1,000,000

                             Annual Consulting Services                     $60,000       $60,000      $60,000      $60,000        $60,000

                             Annual Media Benefit                                  $0          $0           $0             $0             $0

                             Annual Revenue Guarantee                      $500,000      $500,000     $500,000     $500,000       $500,000

                             Annual Complex Guarantee                              $0          $0           $0             $0             $0

                             Annual Expense Reduction                              $0          $0           $0             $0             $0

                             Total Compensation to Manager                ($953,191)    ($953,191)   ($953,191)   ($953,191)     ($953,191)

                             Annual Capital Recovery                               $0          $0           $0             $0             $0

                             Capital Repayment                                     $0          $0           $0             $0   ($1,750,000)

                             Total Cash Flow                 $4,500,000   ($393,191)    ($393,191)   ($393,191)   ($393,191) ($2,143,191)

                             NPV                             $1,536,034




Preliminary Draft – Subject to Revision                                                                                                           Page 140
                                                                                                                                       Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 2: OCJV 4 Year Average Revenue


      Estimated Annual Compensation of $698,000 (Assuming No Escalation in Revenues)

                                                                                      Complex - Combined
                                                                                   Fiscal Year Ended June 30,
                                                                 2013         2014            2015            2016         2017

              Adjusted OCJV Generated Revenues                  $5,312,627   $5,312,627     $5,312,627     $5,312,627     $5,312,627
              Estimated Escalation                                                 0.0%           0.0%           0.0%           0.0%

              Annual Revenue Guarantee                           $500,000     $500,000       $500,000       $500,000       $500,000
              Adjusted OCJV Generated Revenues with Guarantee   $5,812,627   $5,812,627     $5,812,627     $5,812,627     $5,812,627

              Incentive Fee
                   12% Adjusted OCJV Generated Revenues          $637,515     $637,515       $637,515        $637,515      $637,515
                   12% Annual Revenue Guarantee                   $60,000      $60,000        $60,000         $60,000       $60,000
                   Total Incentive Fee - Earned                  $697,515     $697,515       $697,515        $697,515      $697,515




                  Total Incentive Fee - Earned                   $697,515     $697,515       $697,515        $697,515      $697,515

                  Maximum Total Fee                                     $0          $0              $0               $0           $0
                  Fixed Fee                                             $0          $0              $0               $0           $0
                  Maximum Incentive Fee                                 NA          NA              NA               NA           NA

                  Incentive Fee Compensation                     $697,515     $697,515       $697,515        $697,515      $697,515
                  Add: Fixed Fee                                       $0           $0             $0              $0            $0
                  Total Compensation                             $697,515     $697,515       $697,515        $697,515      $697,515
                  Compensation as % of OCJV Revenues                12.0%        12.0%          12.0%           12.0%         12.0%



Preliminary Draft – Subject to Revision                                                                                                   Page 141
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 2: OCJV 4 Year Average Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: ($211,000)
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $5,312,627    $5,312,627   $5,312,627   $5,312,627    $5,312,627
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment             $0

                             Other Upfront Investment               $0

                             Annual Consulting Services                     $60,000       $60,000      $60,000      $60,000       $60,000

                             Annual Media Benefit                                  $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                      $500,000      $500,000     $500,000     $500,000      $500,000

                             Annual Complex Guarantee                       $87,374       $87,374      $87,374      $87,374       $87,374

                             Annual Expense Reduction                              $0          $0           $0             $0            $0

                             Total Compensation to Manager                ($697,515)    ($697,515)   ($697,515)   ($697,515)    ($697,515)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                        $0     ($50,142)     ($50,142)    ($50,142)    ($50,142)     ($50,142)

                             NPV                             ($211,215)




Preliminary Draft – Subject to Revision                                                                                                          Page 142
                                                                                                                                       Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 2: OCJV 4 Year Low Revenue


      Estimated Annual Compensation of $560,000 (Assuming No Escalation in Revenues)

                                                                                      Complex - Combined
                                                                                   Fiscal Year Ended June 30,
                                                                 2013         2014            2015            2016         2017

              Adjusted OCJV Generated Revenues                  $4,163,119   $4,163,119     $4,163,119     $4,163,119     $4,163,119
              Estimated Escalation                                                 0.0%           0.0%           0.0%           0.0%

              Annual Revenue Guarantee                           $500,000     $500,000       $500,000       $500,000       $500,000
              Adjusted OCJV Generated Revenues with Guarantee   $4,663,119   $4,663,119     $4,663,119     $4,663,119     $4,663,119

              Incentive Fee
                   12% Adjusted OCJV Generated Revenues          $499,574     $499,574       $499,574        $499,574      $499,574
                   12% Annual Revenue Guarantee                   $60,000      $60,000        $60,000         $60,000       $60,000
                   Total Incentive Fee - Earned                  $559,574     $559,574       $559,574        $559,574      $559,574




                  Total Incentive Fee - Earned                   $559,574     $559,574       $559,574        $559,574      $559,574

                  Maximum Total Fee                                     $0          $0              $0               $0           $0
                  Fixed Fee                                             $0          $0              $0               $0           $0
                  Maximum Incentive Fee                                 NA          NA              NA               NA           NA

                  Incentive Fee Compensation                     $559,574     $559,574       $559,574        $559,574      $559,574
                  Add: Fixed Fee                                       $0           $0             $0              $0            $0
                  Total Compensation                             $559,574     $559,574       $559,574        $559,574      $559,574
                  Compensation as % of OCJV Revenues                12.0%        12.0%          12.0%           12.0%         12.0%



Preliminary Draft – Subject to Revision                                                                                                   Page 143
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 2: OCJV 4 Year Low Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $5,212,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $4,163,119    $4,163,119   $4,163,119   $4,163,119    $4,163,119
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment             $0

                             Other Upfront Investment               $0

                             Annual Consulting Services                     $60,000       $60,000      $60,000      $60,000       $60,000

                             Annual Media Benefit                                  $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                      $500,000      $500,000     $500,000     $500,000      $500,000

                             Annual Complex Guarantee                     $1,236,881    $1,236,881   $1,236,881   $1,236,881    $1,236,881

                             Annual Expense Reduction                              $0          $0           $0             $0            $0

                             Total Compensation to Manager                ($559,574)    ($559,574)   ($559,574)   ($559,574)    ($559,574)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                        $0    $1,237,307    $1,237,307   $1,237,307   $1,237,307    $1,237,307

                             NPV                             $5,211,986




Preliminary Draft – Subject to Revision                                                                                                          Page 144
                                                                                                                                       Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 2: OCJV 4 Year High Revenue


      Estimated Annual Compensation of $953,000 (Assuming No Escalation in Revenues)

                                                                                      Complex - Combined
                                                                                   Fiscal Year Ended June 30,
                                                                 2013         2014            2015            2016         2017

              Adjusted OCJV Generated Revenues                  $7,443,259   $7,443,259     $7,443,259     $7,443,259     $7,443,259
              Estimated Escalation                                                 0.0%           0.0%           0.0%           0.0%

              Annual Revenue Guarantee                           $500,000     $500,000       $500,000       $500,000       $500,000
              Adjusted OCJV Generated Revenues with Guarantee   $7,943,259   $7,943,259     $7,943,259     $7,943,259     $7,943,259

              Incentive Fee
                   12% Adjusted OCJV Generated Revenues          $893,191     $893,191       $893,191        $893,191      $893,191
                   12% Annual Revenue Guarantee                   $60,000      $60,000        $60,000         $60,000       $60,000
                   Total Incentive Fee - Earned                  $953,191     $953,191       $953,191        $953,191      $953,191




                  Total Incentive Fee - Earned                   $953,191     $953,191       $953,191        $953,191      $953,191

                  Maximum Total Fee                                     $0          $0              $0               $0           $0
                  Fixed Fee                                             $0          $0              $0               $0           $0
                  Maximum Incentive Fee                                 NA          NA              NA               NA           NA

                  Incentive Fee Compensation                     $953,191     $953,191       $953,191        $953,191      $953,191
                  Add: Fixed Fee                                       $0           $0             $0              $0            $0
                  Total Compensation                             $953,191     $953,191       $953,191        $953,191      $953,191
                  Compensation as % of OCJV Revenues                12.0%        12.0%          12.0%           12.0%         12.0%



Preliminary Draft – Subject to Revision                                                                                                   Page 145
                                                                                                                                                Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 2: OCJV 4 Year High Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: ($1,656,000)
                                                                                                 Complex - Combined
                                                                                              Fiscal Year Ended June 30,
                                                                              2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                    $7,443,259    $7,443,259   $7,443,259   $7,443,259    $7,443,259
                        Estimated Escalation                                                    0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment              $0

                             Other Upfront Investment                $0

                             Annual Consulting Services                       $60,000       $60,000      $60,000      $60,000       $60,000

                             Annual Media Benefit                                    $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                        $500,000      $500,000     $500,000     $500,000      $500,000

                             Annual Complex Guarantee                                $0          $0           $0             $0            $0

                             Annual Expense Reduction                                $0          $0           $0             $0            $0

                             Total Compensation to Manager                  ($953,191)    ($953,191)   ($953,191)   ($953,191)    ($953,191)

                             Annual Capital Recovery                                 $0          $0           $0             $0            $0

                             Capital Repayment                                       $0          $0           $0             $0            $0

                             Total Cash Flow                         $0     ($393,191)    ($393,191)   ($393,191)   ($393,191)    ($393,191)

                             NPV                             ($1,656,264)




Preliminary Draft – Subject to Revision                                                                                                            Page 146
                                                                                                                                       Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 3: OCJV 4 Year Average Revenue


      Estimated Annual Compensation of $698,000 (Assuming No Escalation in Revenues)

                                                                                      Complex - Combined
                                                                                   Fiscal Year Ended June 30,
                                                                 2013         2014            2015            2016         2017

              Adjusted OCJV Generated Revenues                  $5,312,627   $5,312,627     $5,312,627     $5,312,627     $5,312,627
              Estimated Escalation                                                 0.0%           0.0%           0.0%           0.0%

              Annual Revenue Guarantee                           $500,000     $500,000       $500,000       $500,000       $500,000
              Adjusted OCJV Generated Revenues with Guarantee   $5,812,627   $5,812,627     $5,812,627     $5,812,627     $5,812,627

              Incentive Fee
                   12% Adjusted OCJV Generated Revenues          $637,515     $637,515       $637,515        $637,515      $637,515
                   12% Annual Revenue Guarantee                   $60,000      $60,000        $60,000         $60,000       $60,000
                   Total Incentive Fee - Earned                  $697,515     $697,515       $697,515        $697,515      $697,515




                  Total Incentive Fee - Earned                   $697,515     $697,515       $697,515        $697,515      $697,515

                  Maximum Total Fee                                     $0          $0              $0               $0           $0
                  Fixed Fee                                             $0          $0              $0               $0           $0
                  Maximum Incentive Fee                                 NA          NA              NA               NA           NA

                  Incentive Fee Compensation                     $697,515     $697,515       $697,515        $697,515      $697,515
                  Add: Fixed Fee                                       $0           $0             $0              $0            $0
                  Total Compensation                             $697,515     $697,515       $697,515        $697,515      $697,515
                  Compensation as % of OCJV Revenues                12.0%        12.0%          12.0%           12.0%         12.0%



Preliminary Draft – Subject to Revision                                                                                                   Page 147
                                                                                                                                            Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 3: OCJV 4 Year Average Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $210,000
                                                                                             Complex - Combined
                                                                                          Fiscal Year Ended June 30,
                                                                          2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                $5,312,627    $5,312,627   $5,312,627   $5,312,627    $5,312,627
                        Estimated Escalation                                                0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment           $0

                             Other Upfront Investment             $0

                             Annual Consulting Services                   $60,000       $60,000      $60,000      $60,000       $60,000

                             Annual Media Benefit                                $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                    $500,000      $500,000     $500,000     $500,000      $500,000

                             Annual Complex Guarantee                    $187,374      $187,374     $187,374     $187,374      $187,374

                             Annual Expense Reduction                            $0          $0           $0             $0            $0

                             Total Compensation to Manager              ($697,515)    ($697,515)   ($697,515)   ($697,515)    ($697,515)

                             Annual Capital Recovery                             $0          $0           $0             $0            $0

                             Capital Repayment                                   $0          $0           $0             $0            $0

                             Total Cash Flow                      $0      $49,858       $49,858      $49,858      $49,858       $49,858

                             NPV                             $210,021




Preliminary Draft – Subject to Revision                                                                                                        Page 148
                                                                                                                                       Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 3: OCJV 4 Year Low Revenue


      Estimated Annual Compensation of $560,000 (Assuming No Escalation in Revenues)

                                                                                      Complex - Combined
                                                                                   Fiscal Year Ended June 30,
                                                                 2013         2014            2015            2016         2017

              Adjusted OCJV Generated Revenues                  $4,163,119   $4,163,119     $4,163,119     $4,163,119     $4,163,119
              Estimated Escalation                                                 0.0%           0.0%           0.0%           0.0%

              Annual Revenue Guarantee                           $500,000     $500,000       $500,000       $500,000       $500,000
              Adjusted OCJV Generated Revenues with Guarantee   $4,663,119   $4,663,119     $4,663,119     $4,663,119     $4,663,119

              Incentive Fee
                   12% Adjusted OCJV Generated Revenues          $499,574     $499,574       $499,574        $499,574      $499,574
                   12% Annual Revenue Guarantee                   $60,000      $60,000        $60,000         $60,000       $60,000
                   Total Incentive Fee - Earned                  $559,574     $559,574       $559,574        $559,574      $559,574




                  Total Incentive Fee - Earned                   $559,574     $559,574       $559,574        $559,574      $559,574

                  Maximum Total Fee                                     $0          $0              $0               $0           $0
                  Fixed Fee                                             $0          $0              $0               $0           $0
                  Maximum Incentive Fee                                 NA          NA              NA               NA           NA

                  Incentive Fee Compensation                     $559,574     $559,574       $559,574        $559,574      $559,574
                  Add: Fixed Fee                                       $0           $0             $0              $0            $0
                  Total Compensation                             $559,574     $559,574       $559,574        $559,574      $559,574
                  Compensation as % of OCJV Revenues                12.0%        12.0%          12.0%           12.0%         12.0%



Preliminary Draft – Subject to Revision                                                                                                   Page 149
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 3: OCJV 4 Year Low Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $2,359,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $4,163,119    $4,163,119   $4,163,119   $4,163,119    $4,163,119
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment             $0

                             Other Upfront Investment               $0

                             Annual Consulting Services                     $60,000       $60,000      $60,000      $60,000       $60,000

                             Annual Media Benefit                                  $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                      $500,000      $500,000     $500,000     $500,000      $500,000

                             Annual Complex Guarantee                      $559,574      $559,574     $559,574     $559,574      $559,574

                             Annual Expense Reduction                              $0          $0           $0             $0            $0

                             Total Compensation to Manager                ($559,574)    ($559,574)   ($559,574)   ($559,574)    ($559,574)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                        $0     $560,000      $560,000     $560,000     $560,000      $560,000

                             NPV                             $2,358,924




Preliminary Draft – Subject to Revision                                                                                                          Page 150
                                                                                                                                       Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 3: OCJV 4 Year High Revenue


      Estimated Annual Compensation of $953,000 (Assuming No Escalation in Revenues)

                                                                                      Complex - Combined
                                                                                   Fiscal Year Ended June 30,
                                                                 2013         2014            2015            2016         2017

              Adjusted OCJV Generated Revenues                  $7,443,259   $7,443,259     $7,443,259     $7,443,259     $7,443,259
              Estimated Escalation                                                 0.0%           0.0%           0.0%           0.0%

              Annual Revenue Guarantee                           $500,000     $500,000       $500,000       $500,000       $500,000
              Adjusted OCJV Generated Revenues with Guarantee   $7,943,259   $7,943,259     $7,943,259     $7,943,259     $7,943,259

              Incentive Fee
                   12% Adjusted OCJV Generated Revenues          $893,191     $893,191       $893,191        $893,191      $893,191
                   12% Annual Revenue Guarantee                   $60,000      $60,000        $60,000         $60,000       $60,000
                   Total Incentive Fee - Earned                  $953,191     $953,191       $953,191        $953,191      $953,191




                  Total Incentive Fee - Earned                   $953,191     $953,191       $953,191        $953,191      $953,191

                  Maximum Total Fee                                     $0          $0              $0               $0           $0
                  Fixed Fee                                             $0          $0              $0               $0           $0
                  Maximum Incentive Fee                                 NA          NA              NA               NA           NA

                  Incentive Fee Compensation                     $953,191     $953,191       $953,191        $953,191      $953,191
                  Add: Fixed Fee                                       $0           $0             $0              $0            $0
                  Total Compensation                             $953,191     $953,191       $953,191        $953,191      $953,191
                  Compensation as % of OCJV Revenues                12.0%        12.0%          12.0%           12.0%         12.0%



Preliminary Draft – Subject to Revision                                                                                                   Page 151
                                                                                                                                                Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – AEG
Option 3: OCJV 4 Year High Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: ($1,656,000)
                                                                                                 Complex - Combined
                                                                                              Fiscal Year Ended June 30,
                                                                              2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                    $7,443,259    $7,443,259   $7,443,259   $7,443,259    $7,443,259
                        Estimated Escalation                                                    0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment              $0

                             Other Upfront Investment                $0

                             Annual Consulting Services                       $60,000       $60,000      $60,000      $60,000       $60,000

                             Annual Media Benefit                                    $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                        $500,000      $500,000     $500,000     $500,000      $500,000

                             Annual Complex Guarantee                                $0          $0           $0             $0            $0

                             Annual Expense Reduction                                $0          $0           $0             $0            $0

                             Total Compensation to Manager                  ($953,191)    ($953,191)   ($953,191)   ($953,191)    ($953,191)

                             Annual Capital Recovery                                 $0          $0           $0             $0            $0

                             Capital Repayment                                       $0          $0           $0             $0            $0

                             Total Cash Flow                         $0     ($393,191)    ($393,191)   ($393,191)   ($393,191)    ($393,191)

                             NPV                             ($1,656,264)




Preliminary Draft – Subject to Revision                                                                                                            Page 152
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Appendix A: Financial Evaluation of Proposals
Summary of AEG Proposal                       OCJV Revenue
                                                                                                        AEG
                                                                                                     $5,312,627
                                                                               Option 1 (Original)    Option 2        Option 3
                                              Term (in Years)                                   5                 5               5
                                              Upfront Capital Investment              $3,500,000                $0              $0

      AEG Proposal NPV Ranges from           Other Upfront Investment
                                              PV of Consulting Services
                                                                                      $1,000,000
                                                                                       $252,742
                                                                                                                $0
                                                                                                         $252,742
                                                                                                                                $0
                                                                                                                         $252,742
                                              PV of Media Benefit                             $0                $0              $0
       ($1,656,000) to $5,212,000 Depending   PV of Revenue Guarantee                 $2,106,182        $2,106,182      $2,106,182
                                              PV of Complex Guarantee                         $0         $368,049        $789,285
       on Structure and OCJV Revenue          PV of Annual Expense Reduction                  $0                $0              $0
                                              PV of Annual Management Fee            ($2,938,188)      ($2,938,188)    ($2,938,188)
                                              PV of Capital Recovery                          $0                $0              $0
                                              PV of Capital Repayment                ($1,307,702)               $0              $0

                                              NPV                                     $2,613,034         ($211,215)      $210,021

                                                                                                        AEG
                                              OCJV Revenue                                           $4,163,119
                                                                               Option 1 (Original)    Option 2        Option 3
                                              Term (in Years)                                   5                 5               5
                                              Upfront Capital Investment              $3,500,000                $0              $0
                                              Other Upfront Investment                $1,000,000                $0              $0
                                              PV of Consulting Services                $252,742          $252,742        $252,742
                                              PV of Media Benefit                             $0                $0              $0
                                              PV of Revenue Guarantee                 $2,106,182        $2,106,182      $2,106,182
                                              PV of Complex Guarantee                         $0        $5,210,193      $2,357,130
                                              PV of Annual Expense Reduction                  $0                $0              $0
                                              PV of Annual Management Fee            ($2,357,130)      ($2,357,130)    ($2,357,130)
                                              PV of Capital Recovery                          $0                $0              $0
                                              PV of Capital Repayment                ($1,307,702)               $0              $0

                                              NPV                                     $3,194,091        $5,211,986      $2,358,924

                                                                                                        AEG
                                              OCJV Revenue                                           $7,443,259
                                                                               Option 1 (Original)    Option 2        Option 3
                                              Term (in Years)                                   5                 5               5
                                              Upfront Capital Investment              $3,500,000                $0              $0
                                              Other Upfront Investment                $1,000,000                $0              $0
                                              PV of Consulting Services                $252,742          $252,742        $252,742
                                              PV of Media Benefit                             $0                $0              $0
                                              PV of Revenue Guarantee                 $2,106,182        $2,106,182      $2,106,182
                                              PV of Complex Guarantee                         $0                $0              $0
                                              PV of Annual Expense Reduction                  $0                $0              $0
                                              PV of Annual Management Fee            ($4,015,188)      ($4,015,188)    ($4,015,188)
                                              PV of Capital Recovery                          $0                $0              $0
                                              PV of Capital Repayment                ($1,307,702)               $0              $0

                                              NPV                                     $1,536,034       ($1,656,264)    ($1,656,264)


Preliminary Draft – Subject to Revision                                                                                              Page 153
                                                            Confidential




                                          Global Spectrum




Preliminary Draft – Subject to Revision                        Page 154
                                                                                                                          Confidential

Appendix A: Financial Evaluation of Proposals
Summary of Proposed Management Contract Terms – Global Spectrum
                           Option 1 (Original)                Option 2                    Option 3                   Option 4

 Initial Term                      5 Years                     5 Years                     5 Years                     5 Years

 Renewal Term                        NA                         5 Years                     5 Years                    5 Years
                                                               (Mutual)                    (Mutual)                   (Mutual)
 Annual Fixed Fee               $180,000 (CPI)              $180,000 (CPI)              $200,000 (CPI)             $100,000 (CPI)

 Annual Incentive            $0 to $3.0 Million: 8%      $0 to $3.0 Million: 8%     $0 to $3.0 Million: 10%     $0 to $5.3 Million: 0%
 Fee                        $3.0 to $5.0 Million: 9%   $3.0 to $5.0 Million: 9%    $3.0 to $5.0 Million: 11%    Next $120,000: 100%
 (Based on Adjusted OCJV   $5.0 to $6.0 Million: 10%   $5.0 to $6.0 Million: 10%   $5.0 to $6.0 Million: 12%    Next $2,580,000: 15%
 Generated Revenues)        $6.0 to $8.0 Million: 0%    $6.0 to $8.0 Million: 0%    $6.0 to $8.0 Million: 0%    Over $8,000,000: 20%
                             Over $8,000,000: 20%        Over $8,000,000: 20%        Over $8,000,000: 20%
 Capital Investment               $2,000,000                  $2,000,000                  $2,500,000                    None

 Other Investment                   None                        None                        None                        None

 Other                        Comcast Synergies         $2,500,000 Aggregate        $2,500,000 Aggregate        $2,500,000 Aggregate
                                                       “Bottom Line” Guarantee     “Bottom Line” Guarantee     “Bottom Line” Guarantee
                              Authority to Pay             (Baseline 2011)             (2011 Baseline)             (2011 Baseline)
                             Transition Expenses
                                                       Comcast – $25,000/ Year     Comcast – $25,000/ Year     Comcast – $25,000/ Year
                                                        Sponsorship Plus 500        Sponsorship Plus 500        Sponsorship Plus 500
                                                        Cable Spots per Month       Cable Spots per Month       Cable Spots per Month

                                                         Real Estate Services        Real Estate Services        Real Estate Services

                                                          Authority to Pay            Authority to Pay            Authority to Pay
                                                         Transition Expenses         Transition Expenses         Transition Expenses
Preliminary Draft – Subject to Revision                                                                                        Page 155
                                                                                             Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Summary Terms – Key Assumptions Applying to Options 2, 3 and 4

      “Bottom Line” Guarantee
           $2,500,000 in Guaranteed “Bottom Line” Improvement over Initial 5 Year Term
              –    Generated through a Combination of Incremental Net Revenues and Expense Reduction
              –    For Analytical Purposes, Financial Modeling Included Herein Assumes the Guarantee is
                   Achieved via a 50%/50% Split

      Entertainment Complex Development
           Global Spectrum and The Cordish Company are Willing to Provide Free Advisory Services to
            Develop a Real Estate Project Similar to Xfinity Live! at Wells Fargo Center in Philadelphia
              –    For Analytical Purposes, Financial Modeling Included Herein Does Not Quantify Benefit
                   of Real Estate Services

      Comcast Support:
           $25,000 of Annual Advertising, Promotional and Sponsorship Support
           500 Thirty-Second Cable Television Commercials per Month to Promote the Complex
              –    For Analytical Purposes, Financial Modeling Included Herein Does Not Quantify Benefit
                   of Comcast Support

Preliminary Draft – Subject to Revision                                                         Page 156
                                                                                                                                 Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 1: OCJV 4 Year Average Revenue


      Estimated Annual Compensation of $631,000 (Assuming No Escalation in Revenues)

                                                                                         Complex - Combined
                                                                                      Fiscal Year Ended June 30,
                                                                          2013       2014        2015        2016      2017

                      Adjusted OCJV Generated Revenues                  $5,312,627 $5,312,627 $5,312,627 $5,312,627 $5,312,627
                      Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                      Annual Revenue Guarantee                                  $0         $0         $0         $0         $0
                      Adjusted OCJV Generated Revenues with Guarantee   $5,312,627 $5,312,627 $5,312,627 $5,312,627 $5,312,627

                      Incentive Fee
                             8%        First $3.0 Million                $240,000   $240,000   $240,000    $240,000   $240,000
                             9% $3.0 Million to $5.0 Million             $180,000   $180,000   $180,000    $180,000   $180,000
                           10% $5.0 Million to $6.0 Million               $31,263    $31,263    $31,263     $31,263    $31,263
                             0% $6.0 Million to $8.0 Million                   $0         $0         $0          $0         $0
                           20%        Above $8.0 Million                       $0         $0         $0          $0         $0
                           Total Incentive Fee - Earned                  $451,263   $451,263   $451,263    $451,263   $451,263

                          Total Incentive Fee - Earned                   $451,263   $451,263   $451,263    $451,263   $451,263

                          Maximum Total Fee                                    $0         $0         $0          $0         $0
                          Fixed Fee                                      $180,000   $180,000   $180,000    $180,000   $180,000
                          Maximum Incentive Fee                                NA         NA         NA          NA         NA

                          Incentive Fee Compensation                     $451,263   $451,263   $451,263    $451,263   $451,263
                          Add: Fixed Fee                                 $180,000   $180,000   $180,000    $180,000   $180,000
                          Total Compensation                             $631,263   $631,263   $631,263    $631,263   $631,263
                          Compensation as % of OCJV Revenues                11.9%      11.9%      11.9%       11.9%      11.9%



Preliminary Draft – Subject to Revision                                                                                             Page 157
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 1: OCJV 4 Year Average Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: ($659,000)
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $5,312,627    $5,312,627   $5,312,627   $5,312,627    $5,312,627
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,000,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                                  $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                              $0          $0           $0             $0            $0

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                              $0          $0           $0             $0            $0

                             Total Compensation to Manager                ($631,263)    ($631,263)   ($631,263)   ($631,263)    ($631,263)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                 $2,000,000   ($631,263)    ($631,263)   ($631,263)   ($631,263)    ($631,263)

                             NPV                             ($659,108)




Preliminary Draft – Subject to Revision                                                                                                          Page 158
                                                                                                                                Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 1: OCJV 4 Year Low Revenue


      Estimated Annual Compensation of $525,000 (Assuming No Escalation in Revenues)

                                                                                        Complex - Combined
                                                                                     Fiscal Year Ended June 30,
                                                                         2013       2014        2015        2016      2017

                     Adjusted OCJV Generated Revenues                  $4,163,119 $4,163,119 $4,163,119 $4,163,119 $4,163,119
                     Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                     Annual Revenue Guarantee                                  $0         $0         $0         $0         $0
                     Adjusted OCJV Generated Revenues with Guarantee   $4,163,119 $4,163,119 $4,163,119 $4,163,119 $4,163,119

                     Incentive Fee
                            8%        First $3.0 Million                $240,000   $240,000   $240,000    $240,000   $240,000
                            9% $3.0 Million to $5.0 Million             $104,681   $104,681   $104,681    $104,681   $104,681
                          10% $5.0 Million to $6.0 Million                    $0         $0         $0          $0         $0
                            0% $6.0 Million to $8.0 Million                   $0         $0         $0          $0         $0
                          20%        Above $8.0 Million                       $0         $0         $0          $0         $0
                          Total Incentive Fee - Earned                  $344,681   $344,681   $344,681    $344,681   $344,681

                         Total Incentive Fee - Earned                   $344,681   $344,681   $344,681    $344,681   $344,681

                         Maximum Total Fee                                    $0         $0         $0          $0         $0
                         Fixed Fee                                      $180,000   $180,000   $180,000    $180,000   $180,000
                         Maximum Incentive Fee                                NA         NA         NA          NA         NA

                         Incentive Fee Compensation                     $344,681   $344,681   $344,681    $344,681   $344,681
                         Add: Fixed Fee                                 $180,000   $180,000   $180,000    $180,000   $180,000
                         Total Compensation                             $524,681   $524,681   $524,681    $524,681   $524,681
                         Compensation as % of OCJV Revenues                12.6%      12.6%      12.6%       12.6%      12.6%



Preliminary Draft – Subject to Revision                                                                                            Page 159
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 1: OCJV 4 Year Low Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: ($210,000)
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $4,163,119    $4,163,119   $4,163,119   $4,163,119    $4,163,119
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,000,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                                  $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                              $0          $0           $0             $0            $0

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                              $0          $0           $0             $0            $0

                             Total Compensation to Manager                ($524,681)    ($524,681)   ($524,681)   ($524,681)    ($524,681)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                 $2,000,000   ($524,681)    ($524,681)   ($524,681)   ($524,681)    ($524,681)

                             NPV                             ($210,146)




Preliminary Draft – Subject to Revision                                                                                                          Page 160
                                                                                                                                 Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 1: OCJV 4 Year High Revenue


      Estimated Annual Compensation of $700,000 (Assuming No Escalation in Revenues)

                                                                                         Complex - Combined
                                                                                      Fiscal Year Ended June 30,
                                                                          2013       2014        2015        2016      2017

                      Adjusted OCJV Generated Revenues                  $7,443,259 $7,443,259 $7,443,259 $7,443,259 $7,443,259
                      Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                      Annual Revenue Guarantee                                  $0         $0         $0         $0         $0
                      Adjusted OCJV Generated Revenues with Guarantee   $7,443,259 $7,443,259 $7,443,259 $7,443,259 $7,443,259

                      Incentive Fee
                             8%        First $3.0 Million                $240,000   $240,000   $240,000    $240,000   $240,000
                             9% $3.0 Million to $5.0 Million             $180,000   $180,000   $180,000    $180,000   $180,000
                           10% $5.0 Million to $6.0 Million              $100,000   $100,000   $100,000    $100,000   $100,000
                             0% $6.0 Million to $8.0 Million                   $0         $0         $0          $0         $0
                           20%        Above $8.0 Million                       $0         $0         $0          $0         $0
                           Total Incentive Fee - Earned                  $520,000   $520,000   $520,000    $520,000   $520,000

                          Total Incentive Fee - Earned                   $520,000   $520,000   $520,000    $520,000   $520,000

                          Maximum Total Fee                                    $0         $0         $0          $0         $0
                          Fixed Fee                                      $180,000   $180,000   $180,000    $180,000   $180,000
                          Maximum Incentive Fee                                NA         NA         NA          NA         NA

                          Incentive Fee Compensation                     $520,000   $520,000   $520,000    $520,000   $520,000
                          Add: Fixed Fee                                 $180,000   $180,000   $180,000    $180,000   $180,000
                          Total Compensation                             $700,000   $700,000   $700,000    $700,000   $700,000
                          Compensation as % of OCJV Revenues                 9.4%       9.4%       9.4%        9.4%       9.4%



Preliminary Draft – Subject to Revision                                                                                             Page 161
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 1: OCJV 4 Year High Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: ($949,000)
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $7,443,259    $7,443,259   $7,443,259   $7,443,259    $7,443,259
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,000,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                                  $0          $0           $0             $0            $0

                             Annual Revenue Guarantee                              $0          $0           $0             $0            $0

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                              $0          $0           $0             $0            $0

                             Total Compensation to Manager                ($700,000)    ($700,000)   ($700,000)   ($700,000)    ($700,000)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                 $2,000,000   ($700,000)    ($700,000)   ($700,000)   ($700,000)    ($700,000)

                             NPV                             ($948,654)




Preliminary Draft – Subject to Revision                                                                                                          Page 162
                                                                                                                                Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 2: OCJV 4 Year Average Revenue


      Estimated Annual Compensation of $656,000 (Assuming No Escalation in Revenues)

                                                                                        Complex - Combined
                                                                                     Fiscal Year Ended June 30,
                                                                         2013       2014        2015        2016      2017

                     Adjusted OCJV Generated Revenues                  $5,312,627 $5,312,627 $5,312,627 $5,312,627 $5,312,627
                     Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                     Annual Revenue Guarantee                           $250,000   $250,000   $250,000   $250,000   $250,000
                     Adjusted OCJV Generated Revenues with Guarantee   $5,562,627 $5,562,627 $5,562,627 $5,562,627 $5,562,627

                     Incentive Fee
                            8%        First $3.0 Million                $240,000   $240,000   $240,000    $240,000   $240,000
                            9% $3.0 Million to $5.0 Million             $180,000   $180,000   $180,000    $180,000   $180,000
                          10% $5.0 Million to $6.0 Million               $56,263    $56,263    $56,263     $56,263    $56,263
                            0% $6.0 Million to $8.0 Million                   $0         $0         $0          $0         $0
                          20%        Above $8.0 Million                       $0         $0         $0          $0         $0
                          Total Incentive Fee - Earned                  $476,263   $476,263   $476,263    $476,263   $476,263

                         Total Incentive Fee - Earned                   $476,263   $476,263   $476,263    $476,263   $476,263

                         Maximum Total Fee                                    $0         $0         $0          $0         $0
                         Fixed Fee                                      $180,000   $180,000   $180,000    $180,000   $180,000
                         Maximum Incentive Fee                                NA         NA         NA          NA         NA

                         Incentive Fee Compensation                     $476,263   $476,263   $476,263    $476,263   $476,263
                         Add: Fixed Fee                                 $180,000   $180,000   $180,000    $180,000   $180,000
                         Total Compensation                             $656,263   $656,263   $656,263    $656,263   $656,263
                         Compensation as % of OCJV Revenues                11.8%      11.8%      11.8%       11.8%      11.8%



Preliminary Draft – Subject to Revision                                                                                            Page 163
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 2: OCJV 4 Year Average Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $1,447,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $5,312,627    $5,312,627   $5,312,627   $5,312,627    $5,312,627
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,000,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                           $25,000       $25,000      $25,000      $25,000       $25,000

                             Annual Revenue Guarantee                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Total Compensation to Manager                ($656,263)    ($656,263)   ($656,263)   ($656,263)    ($656,263)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                 $2,000,000   ($131,263)    ($131,263)   ($131,263)   ($131,263)    ($131,263)

                             NPV                             $1,447,074




Preliminary Draft – Subject to Revision                                                                                                          Page 164
                                                                                                                                Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 2: OCJV 4 Year Low Revenue


      Estimated Annual Compensation of $547,000 (Assuming No Escalation in Revenues)

                                                                                        Complex - Combined
                                                                                     Fiscal Year Ended June 30,
                                                                         2013       2014        2015        2016      2017

                     Adjusted OCJV Generated Revenues                  $4,163,119 $4,163,119 $4,163,119 $4,163,119 $4,163,119
                     Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                     Annual Revenue Guarantee                           $250,000   $250,000   $250,000   $250,000   $250,000
                     Adjusted OCJV Generated Revenues with Guarantee   $4,413,119 $4,413,119 $4,413,119 $4,413,119 $4,413,119

                     Incentive Fee
                            8%        First $3.0 Million                $240,000   $240,000   $240,000    $240,000   $240,000
                            9% $3.0 Million to $5.0 Million             $127,181   $127,181   $127,181    $127,181   $127,181
                          10% $5.0 Million to $6.0 Million                    $0         $0         $0          $0         $0
                            0% $6.0 Million to $8.0 Million                   $0         $0         $0          $0         $0
                          20%        Above $8.0 Million                       $0         $0         $0          $0         $0
                          Total Incentive Fee - Earned                  $367,181   $367,181   $367,181    $367,181   $367,181

                         Total Incentive Fee - Earned                   $367,181   $367,181   $367,181    $367,181   $367,181

                         Maximum Total Fee                                    $0         $0         $0          $0         $0
                         Fixed Fee                                      $180,000   $180,000   $180,000    $180,000   $180,000
                         Maximum Incentive Fee                                NA         NA         NA          NA         NA

                         Incentive Fee Compensation                     $367,181   $367,181   $367,181    $367,181   $367,181
                         Add: Fixed Fee                                 $180,000   $180,000   $180,000    $180,000   $180,000
                         Total Compensation                             $547,181   $547,181   $547,181    $547,181   $547,181
                         Compensation as % of OCJV Revenues                12.4%      12.4%      12.4%       12.4%      12.4%



Preliminary Draft – Subject to Revision                                                                                            Page 165
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 2: OCJV 4 Year Low Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $1,907,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $4,163,119    $4,163,119   $4,163,119   $4,163,119    $4,163,119
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,000,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                           $25,000       $25,000      $25,000      $25,000       $25,000

                             Annual Revenue Guarantee                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Total Compensation to Manager                ($547,181)    ($547,181)   ($547,181)   ($547,181)    ($547,181)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                 $2,000,000    ($22,181)     ($22,181)    ($22,181)    ($22,181)     ($22,181)

                             NPV                             $1,906,567




Preliminary Draft – Subject to Revision                                                                                                          Page 166
                                                                                                                                 Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 2: OCJV 4 Year High Revenue


      Estimated Annual Compensation of $700,000 (Assuming No Escalation in Revenues)

                                                                                         Complex - Combined
                                                                                      Fiscal Year Ended June 30,
                                                                          2013       2014        2015        2016      2017

                      Adjusted OCJV Generated Revenues                  $7,443,259 $7,443,259 $7,443,259 $7,443,259 $7,443,259
                      Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                      Annual Revenue Guarantee                           $250,000   $250,000   $250,000   $250,000   $250,000
                      Adjusted OCJV Generated Revenues with Guarantee   $7,693,259 $7,693,259 $7,693,259 $7,693,259 $7,693,259

                      Incentive Fee
                             8%        First $3.0 Million                $240,000   $240,000   $240,000    $240,000   $240,000
                             9% $3.0 Million to $5.0 Million             $180,000   $180,000   $180,000    $180,000   $180,000
                           10% $5.0 Million to $6.0 Million              $100,000   $100,000   $100,000    $100,000   $100,000
                             0% $6.0 Million to $8.0 Million                   $0         $0         $0          $0         $0
                           20%        Above $8.0 Million                       $0         $0         $0          $0         $0
                           Total Incentive Fee - Earned                  $520,000   $520,000   $520,000    $520,000   $520,000

                          Total Incentive Fee - Earned                   $520,000   $520,000   $520,000    $520,000   $520,000

                          Maximum Total Fee                                    $0         $0         $0          $0         $0
                          Fixed Fee                                      $180,000   $180,000   $180,000    $180,000   $180,000
                          Maximum Incentive Fee                                NA         NA         NA          NA         NA

                          Incentive Fee Compensation                     $520,000   $520,000   $520,000    $520,000   $520,000
                          Add: Fixed Fee                                 $180,000   $180,000   $180,000    $180,000   $180,000
                          Total Compensation                             $700,000   $700,000   $700,000    $700,000   $700,000
                          Compensation as % of OCJV Revenues                 9.1%       9.1%       9.1%        9.1%       9.1%



Preliminary Draft – Subject to Revision                                                                                             Page 167
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 2: OCJV 4 Year High Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $1,263,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $7,443,259    $7,443,259   $7,443,259   $7,443,259    $7,443,259
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,000,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                           $25,000       $25,000      $25,000      $25,000       $25,000

                             Annual Revenue Guarantee                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Total Compensation to Manager                ($700,000)    ($700,000)   ($700,000)   ($700,000)    ($700,000)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                 $2,000,000   ($175,000)    ($175,000)   ($175,000)   ($175,000)    ($175,000)

                             NPV                             $1,262,837




Preliminary Draft – Subject to Revision                                                                                                          Page 168
                                                                                                                                Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 3: OCJV 4 Year Average Revenue


      Estimated Annual Compensation of $788,000 (Assuming No Escalation in Revenues)

                                                                                        Complex - Combined
                                                                                     Fiscal Year Ended June 30,
                                                                         2013       2014        2015        2016      2017

                     Adjusted OCJV Generated Revenues                  $5,312,627 $5,312,627 $5,312,627 $5,312,627 $5,312,627
                     Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                     Annual Revenue Guarantee                           $250,000   $250,000   $250,000   $250,000   $250,000
                     Adjusted OCJV Generated Revenues with Guarantee   $5,562,627 $5,562,627 $5,562,627 $5,562,627 $5,562,627

                     Incentive Fee
                          10%         First $3.0 Million                $300,000   $300,000   $300,000    $300,000   $300,000
                          11% $3.0 Million to $5.0 Million              $220,000   $220,000   $220,000    $220,000   $220,000
                          12% $5.0 Million to $6.0 Million               $67,515    $67,515    $67,515     $67,515    $67,515
                            0% $6.0 Million to $8.0 Million                   $0         $0         $0          $0         $0
                          20%        Above $8.0 Million                       $0         $0         $0          $0         $0
                          Total Incentive Fee - Earned                  $587,515   $587,515   $587,515    $587,515   $587,515

                         Total Incentive Fee - Earned                   $587,515   $587,515   $587,515    $587,515   $587,515

                         Maximum Total Fee                                    $0         $0         $0          $0         $0
                         Fixed Fee                                      $200,000   $200,000   $200,000    $200,000   $200,000
                         Maximum Incentive Fee                                NA         NA         NA          NA         NA

                         Incentive Fee Compensation                     $587,515   $587,515   $587,515    $587,515   $587,515
                         Add: Fixed Fee                                 $200,000   $200,000   $200,000    $200,000   $200,000
                         Total Compensation                             $787,515   $787,515   $787,515    $787,515   $787,515
                         Compensation as % of OCJV Revenues                14.2%      14.2%      14.2%       14.2%      14.2%



Preliminary Draft – Subject to Revision                                                                                            Page 169
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 3: OCJV 4 Year Average Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $1,394,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $5,312,627    $5,312,627   $5,312,627   $5,312,627    $5,312,627
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,500,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                           $25,000       $25,000      $25,000      $25,000       $25,000

                             Annual Revenue Guarantee                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Total Compensation to Manager                ($787,515)    ($787,515)   ($787,515)   ($787,515)    ($787,515)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                 $2,500,000   ($262,515)    ($262,515)   ($262,515)   ($262,515)    ($262,515)

                             NPV                             $1,394,190




Preliminary Draft – Subject to Revision                                                                                                          Page 170
                                                                                                                                Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 3: OCJV 4 Year Low Revenue


      Estimated Annual Compensation of $655,000 (Assuming No Escalation in Revenues)

                                                                                        Complex - Combined
                                                                                     Fiscal Year Ended June 30,
                                                                         2013       2014        2015        2016      2017

                     Adjusted OCJV Generated Revenues                  $4,163,119 $4,163,119 $4,163,119 $4,163,119 $4,163,119
                     Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                     Annual Revenue Guarantee                           $250,000   $250,000   $250,000   $250,000   $250,000
                     Adjusted OCJV Generated Revenues with Guarantee   $4,413,119 $4,413,119 $4,413,119 $4,413,119 $4,413,119

                     Incentive Fee
                          10%         First $3.0 Million                $300,000   $300,000   $300,000    $300,000   $300,000
                          11% $3.0 Million to $5.0 Million              $155,443   $155,443   $155,443    $155,443   $155,443
                          12% $5.0 Million to $6.0 Million                    $0         $0         $0          $0         $0
                            0% $6.0 Million to $8.0 Million                   $0         $0         $0          $0         $0
                          20%        Above $8.0 Million                       $0         $0         $0          $0         $0
                          Total Incentive Fee - Earned                  $455,443   $455,443   $455,443    $455,443   $455,443

                         Total Incentive Fee - Earned                   $455,443   $455,443   $455,443    $455,443   $455,443

                         Maximum Total Fee                                    $0         $0         $0          $0         $0
                         Fixed Fee                                      $200,000   $200,000   $200,000    $200,000   $200,000
                         Maximum Incentive Fee                                NA         NA         NA          NA         NA

                         Incentive Fee Compensation                     $455,443   $455,443   $455,443    $455,443   $455,443
                         Add: Fixed Fee                                 $200,000   $200,000   $200,000    $200,000   $200,000
                         Total Compensation                             $655,443   $655,443   $655,443    $655,443   $655,443
                         Compensation as % of OCJV Revenues                14.9%      14.9%      14.9%       14.9%      14.9%



Preliminary Draft – Subject to Revision                                                                                            Page 171
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 3: OCJV 4 Year Low Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $1,951,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $4,163,119    $4,163,119   $4,163,119   $4,163,119    $4,163,119
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,500,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                           $25,000       $25,000      $25,000      $25,000       $25,000

                             Annual Revenue Guarantee                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Total Compensation to Manager                ($655,443)    ($655,443)   ($655,443)   ($655,443)    ($655,443)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                 $2,500,000   ($130,443)    ($130,443)   ($130,443)   ($130,443)    ($130,443)

                             NPV                             $1,950,526




Preliminary Draft – Subject to Revision                                                                                                          Page 172
                                                                                                                                Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 3: OCJV 4 Year High Revenue


      Estimated Annual Compensation of $840,000 (Assuming No Escalation in Revenues)

                                                                                        Complex - Combined
                                                                                     Fiscal Year Ended June 30,
                                                                         2013       2014        2015        2016      2017

                     Adjusted OCJV Generated Revenues                  $7,443,259 $7,443,259 $7,443,259 $7,443,259 $7,443,259
                     Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                     Annual Revenue Guarantee                           $250,000   $250,000   $250,000   $250,000   $250,000
                     Adjusted OCJV Generated Revenues with Guarantee   $7,693,259 $7,693,259 $7,693,259 $7,693,259 $7,693,259

                     Incentive Fee
                          10%         First $3.0 Million                $300,000   $300,000   $300,000    $300,000   $300,000
                          11% $3.0 Million to $5.0 Million              $220,000   $220,000   $220,000    $220,000   $220,000
                          12% $5.0 Million to $6.0 Million              $120,000   $120,000   $120,000    $120,000   $120,000
                            0% $6.0 Million to $8.0 Million                   $0         $0         $0          $0         $0
                          20%        Above $8.0 Million                       $0         $0         $0          $0         $0
                          Total Incentive Fee - Earned                  $640,000   $640,000   $640,000    $640,000   $640,000

                         Total Incentive Fee - Earned                   $640,000   $640,000   $640,000    $640,000   $640,000

                         Maximum Total Fee                                    $0         $0         $0          $0         $0
                         Fixed Fee                                      $200,000   $200,000   $200,000    $200,000   $200,000
                         Maximum Incentive Fee                                NA         NA         NA          NA         NA

                         Incentive Fee Compensation                     $640,000   $640,000   $640,000    $640,000   $640,000
                         Add: Fixed Fee                                 $200,000   $200,000   $200,000    $200,000   $200,000
                         Total Compensation                             $840,000   $840,000   $840,000    $840,000   $840,000
                         Compensation as % of OCJV Revenues                10.9%      10.9%      10.9%       10.9%      10.9%



Preliminary Draft – Subject to Revision                                                                                            Page 173
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 3: OCJV 4 Year High Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $1,173,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $7,443,259    $7,443,259   $7,443,259   $7,443,259    $7,443,259
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment      $2,500,000

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                           $25,000       $25,000      $25,000      $25,000       $25,000

                             Annual Revenue Guarantee                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Total Compensation to Manager                ($840,000)    ($840,000)   ($840,000)   ($840,000)    ($840,000)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                 $2,500,000   ($315,000)    ($315,000)   ($315,000)   ($315,000)    ($315,000)

                             NPV                             $1,173,106




Preliminary Draft – Subject to Revision                                                                                                          Page 174
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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 4: OCJV 4 Year Average Revenue


      Estimated Annual Compensation of $241,000 (Assuming No Escalation in Revenues)

                                                                                        Complex - Combined
                                                                                     Fiscal Year Ended June 30,
                                                                         2013       2014        2015        2016      2017

                     Adjusted OCJV Generated Revenues                  $5,312,627 $5,312,627 $5,312,627 $5,312,627 $5,312,627
                     Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                     Annual Revenue Guarantee                           $250,000   $250,000   $250,000   $250,000   $250,000
                     Adjusted OCJV Generated Revenues with Guarantee   $5,562,627 $5,562,627 $5,562,627 $5,562,627 $5,562,627

                     Incentive Fee
                             0%         First $5.3 Million                    $0         $0         $0          $0         $0
                           100%          Next $120,000                  $120,000   $120,000   $120,000    $120,000   $120,000
                            15%         Next $2,580,000                  $21,394    $21,394    $21,394     $21,394    $21,394
                            20%         Next $1,000,000                       $0         $0         $0          $0         $0
                            20%        Above $9.0 Million                     $0         $0         $0          $0         $0
                          Total Incentive Fee - Earned                  $141,394   $141,394   $141,394    $141,394   $141,394

                         Total Incentive Fee - Earned                   $141,394   $141,394   $141,394    $141,394   $141,394

                         Maximum Total Fee                                    $0         $0         $0          $0         $0
                         Fixed Fee                                      $100,000   $100,000   $100,000    $100,000   $100,000
                         Maximum Incentive Fee                                NA         NA         NA          NA         NA

                         Incentive Fee Compensation                     $141,394   $141,394   $141,394    $141,394   $141,394
                         Add: Fixed Fee                                 $100,000   $100,000   $100,000    $100,000   $100,000
                         Total Compensation                             $241,394   $241,394   $241,394    $241,394   $241,394
                         Compensation as % of OCJV Revenues                 4.3%       4.3%       4.3%        4.3%       4.3%



Preliminary Draft – Subject to Revision                                                                                            Page 175
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Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 4: OCJV 4 Year Average Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $1,195,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $5,312,627    $5,312,627   $5,312,627   $5,312,627    $5,312,627
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment             $0

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                           $25,000       $25,000      $25,000      $25,000       $25,000

                             Annual Revenue Guarantee                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Total Compensation to Manager                ($241,394)    ($241,394)   ($241,394)   ($241,394)    ($241,394)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                        $0     $283,606      $283,606     $283,606     $283,606      $283,606

                             NPV                             $1,194,651




Preliminary Draft – Subject to Revision                                                                                                          Page 176
                                                                                                                                       Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 4: OCJV 4 Year Low Revenue


      Estimated Annual Compensation of $100,000 (Assuming No Escalation in Revenues)

                                                                                          Complex - Combined
                                                                                       Fiscal Year Ended June 30,
                                                                         2013         2014        2015        2016         2017

                     Adjusted OCJV Generated Revenues                  $4,163,119 $4,163,119 $4,163,119 $4,163,119 $4,163,119
                     Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                     Annual Revenue Guarantee                           $250,000   $250,000   $250,000   $250,000   $250,000
                     Adjusted OCJV Generated Revenues with Guarantee   $4,413,119 $4,413,119 $4,413,119 $4,413,119 $4,413,119

                     Incentive Fee
                             0%        First $5.3 Million                       $0        $0          $0             $0           $0
                          100%           Next $120,000                          $0        $0          $0             $0           $0
                           15%          Next $2,580,000                         $0        $0          $0             $0           $0
                           20%          Next $1,000,000                         $0        $0          $0             $0           $0
                           20%        Above $9.0 Million                        $0        $0          $0             $0           $0
                          Total Incentive Fee - Earned                          $0        $0          $0             $0           $0

                         Total Incentive Fee - Earned                           $0        $0          $0             $0           $0

                         Maximum Total Fee                                    $0           $0         $0          $0            $0
                         Fixed Fee                                      $100,000     $100,000   $100,000    $100,000      $100,000
                         Maximum Incentive Fee                                NA           NA         NA          NA            NA

                         Incentive Fee Compensation                           $0           $0         $0          $0            $0
                         Add: Fixed Fee                                 $100,000     $100,000   $100,000    $100,000      $100,000
                         Total Compensation                             $100,000     $100,000   $100,000    $100,000      $100,000
                         Compensation as % of OCJV Revenues                 2.3%         2.3%       2.3%        2.3%          2.3%



Preliminary Draft – Subject to Revision                                                                                                   Page 177
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 4: OCJV 4 Year Low Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: $1,790,000
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $4,163,119    $4,163,119   $4,163,119   $4,163,119    $4,163,119
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment             $0

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                           $25,000       $25,000      $25,000      $25,000       $25,000

                             Annual Revenue Guarantee                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Total Compensation to Manager                ($100,000)    ($100,000)   ($100,000)   ($100,000)    ($100,000)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                        $0     $425,000      $425,000     $425,000     $425,000      $425,000

                             NPV                             $1,790,255




Preliminary Draft – Subject to Revision                                                                                                          Page 178
                                                                                                                                Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 4: OCJV 4 Year High Revenue


      Estimated Annual Compensation of $561,000 (Assuming No Escalation in Revenues)

                                                                                        Complex - Combined
                                                                                     Fiscal Year Ended June 30,
                                                                         2013       2014        2015        2016      2017

                     Adjusted OCJV Generated Revenues                  $7,443,259 $7,443,259 $7,443,259 $7,443,259 $7,443,259
                     Estimated Escalation                                               0.0%       0.0%       0.0%       0.0%

                     Annual Revenue Guarantee                           $250,000   $250,000   $250,000   $250,000   $250,000
                     Adjusted OCJV Generated Revenues with Guarantee   $7,693,259 $7,693,259 $7,693,259 $7,693,259 $7,693,259

                     Incentive Fee
                             0%        First $5.3 Million                     $0         $0         $0          $0         $0
                          100%           Next $120,000                  $120,000   $120,000   $120,000    $120,000   $120,000
                           15%          Next $2,580,000                 $340,989   $340,989   $340,989    $340,989   $340,989
                           20%          Next $1,000,000                       $0         $0         $0          $0         $0
                           20%        Above $9.0 Million                      $0         $0         $0          $0         $0
                          Total Incentive Fee - Earned                  $460,989   $460,989   $460,989    $460,989   $460,989

                         Total Incentive Fee - Earned                   $460,989   $460,989   $460,989    $460,989   $460,989

                         Maximum Total Fee                                    $0         $0         $0          $0         $0
                         Fixed Fee                                      $100,000   $100,000   $100,000    $100,000   $100,000
                         Maximum Incentive Fee                                NA         NA         NA          NA         NA

                         Incentive Fee Compensation                     $460,989   $460,989   $460,989    $460,989   $460,989
                         Add: Fixed Fee                                 $100,000   $100,000   $100,000    $100,000   $100,000
                         Total Compensation                             $560,989   $560,989   $560,989    $560,989   $560,989
                         Compensation as % of OCJV Revenues                 7.3%       7.3%       7.3%        7.3%       7.3%


Preliminary Draft – Subject to Revision                                                                                            Page 179
                                                                                                                                              Confidential

Appendix A: Financial Evaluation of Proposals
Management Contract Estimated Compensation – Global Spectrum
Option 4: OCJV 4 Year High Revenue


      The Following Table Summarizes Estimated Complex NPV
           NPV: ($152,000)
                                                                                               Complex - Combined
                                                                                            Fiscal Year Ended June 30,
                                                                            2013          2014         2015         2016          2017

                        Adjusted OCJV Generated Revenues                  $7,443,259    $7,443,259   $7,443,259   $7,443,259    $7,443,259
                        Estimated Escalation                                                  0.0%         0.0%         0.0%          0.0%

                        Complex NPV

                             Upfront Capital Investment             $0

                             Other Upfront Investment               $0

                             Annual Consulting Services                            $0          $0           $0             $0            $0

                             Annual Media Benefit                           $25,000       $25,000      $25,000      $25,000       $25,000

                             Annual Revenue Guarantee                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Annual Complex Guarantee                              $0          $0           $0             $0            $0

                             Annual Expense Reduction                      $250,000      $250,000     $250,000     $250,000      $250,000

                             Total Compensation to Manager                ($560,989)    ($560,989)   ($560,989)   ($560,989)    ($560,989)

                             Annual Capital Recovery                               $0          $0           $0             $0            $0

                             Capital Repayment                                     $0          $0           $0             $0            $0

                             Total Cash Flow                        $0     ($35,989)     ($35,989)    ($35,989)    ($35,989)     ($35,989)

                             NPV                             ($151,599)




Preliminary Draft – Subject to Revision                                                                                                          Page 180
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Appendix A: Financial Evaluation of Proposals
Summary of Global Spectrum Proposal                                                                        Global Spectrum
                                              OCJV Revenue                                                    $5,312,627
                                                                               Option 1 (Original)   Option 2            Option 3          Option 4
                                              Term (in Years)                                   5                5                   5                 5
                                              Upfront Capital Investment              $2,000,000       $2,000,000          $2,500,000                $0

      Global Spectrum Proposal NPV           Other Upfront Investment
                                              PV of Consulting Services
                                                                                              $0
                                                                                              $0
                                                                                                               $0
                                                                                                               $0
                                                                                                                                   $0
                                                                                                                                   $0
                                                                                                                                                     $0
                                                                                                                                                     $0

       Ranges from ($949,000) to $1,951,000   PV of Media Benefit
                                              PV of Revenue Guarantee
                                                                                              $0
                                                                                              $0
                                                                                                        $105,309
                                                                                                       $1,053,091
                                                                                                                            $105,309
                                                                                                                           $1,053,091
                                                                                                                                              $105,309
                                                                                                                                             $1,053,091
                                              PV of Complex Guarantee                         $0               $0                  $0                $0
       Depending on Structure and OCJV        PV of Annual Expense Reduction                  $0       $1,053,091          $1,053,091        $1,053,091
                                              PV of Annual Management Fee            ($2,659,108)     ($2,764,417)        ($3,317,301)      ($1,016,840)
       Revenue                                PV of Capital Recovery                          $0               $0                  $0                $0
                                              PV of Capital Repayment                         $0               $0                  $0                $0

                                              NPV                                      ($659,108)      $1,447,074          $1,394,190        $1,194,651

                                                                                                           Global Spectrum
                                              OCJV Revenue                                                    $4,163,119
                                                                               Option 1 (Original)   Option 2            Option 3          Option 4
                                              Term (in Years)                                   5                5                   5                 5
                                              Upfront Capital Investment              $2,000,000       $2,000,000          $2,500,000                $0
                                              Other Upfront Investment                        $0               $0                  $0                $0
                                              PV of Consulting Services                       $0               $0                  $0                $0
                                              PV of Media Benefit                             $0        $105,309            $105,309           $105,309
                                              PV of Revenue Guarantee                         $0       $1,053,091          $1,053,091        $1,053,091
                                              PV of Complex Guarantee                         $0               $0                  $0                $0
                                              PV of Annual Expense Reduction                  $0       $1,053,091          $1,053,091        $1,053,091
                                              PV of Annual Management Fee            ($2,210,146)     ($2,304,924)        ($2,760,965)        ($421,236)
                                              PV of Capital Recovery                          $0               $0                  $0                $0
                                              PV of Capital Repayment                         $0               $0                  $0                $0

                                              NPV                                      ($210,146)      $1,906,567          $1,950,526        $1,790,255

                                                                                                           Global Spectrum
                                              OCJV Revenue                                                    $7,443,259
                                                                               Option 1 (Original)   Option 2            Option 3          Option 4
                                              Term (in Years)                                   5                5                   5                 5
                                              Upfront Capital Investment              $2,000,000       $2,000,000          $2,500,000                $0
                                              Other Upfront Investment                        $0               $0                  $0                $0
                                              PV of Consulting Services                       $0               $0                  $0                $0
                                              PV of Media Benefit                             $0        $105,309            $105,309          $105,309
                                              PV of Revenue Guarantee                         $0       $1,053,091          $1,053,091        $1,053,091
                                              PV of Complex Guarantee                         $0               $0                  $0                $0
                                              PV of Annual Expense Reduction                  $0       $1,053,091          $1,053,091        $1,053,091
                                              PV of Annual Management Fee            ($2,948,654)     ($2,948,654)        ($3,538,385)      ($2,363,090)
                                              PV of Capital Recovery                          $0               $0                  $0                $0
                                              PV of Capital Repayment                         $0               $0                  $0                $0

                                              NPV                                      ($948,654)      $1,262,837          $1,173,106         ($151,599)


Preliminary Draft – Subject to Revision                                                                                                      Page 181
                                                         Confidential




                   Limiting Conditions and Assumptions




Preliminary Draft – Subject to Revision                     Page 182
                                                                                                                                     Confidential

Limiting Conditions and Assumptions
This analysis is subject to our contractual terms, as well as the following limiting conditions and assumptions:
               The analysis has been prepared for internal decision making purposes of the Oakland-Alameda County Complex Authority
                   and shall not be used for any other purposes without the prior written permission of Barrett Sports Group, LLC.
               The analysis includes findings and recommendations; however, all decisions in connection with the implementation of such
                   findings and recommendations shall be the responsibility of the Oakland-Alameda County Complex Authority.
               Ownership and management of the facilities are assumed to be in competent and responsible hands. Ownership and
                   management can materially impact the findings of this analysis.
               Any estimates of historical or future prices, revenues, rents, expenses, occupancy, net operating income, mortgage debt
                   service, capital outlays, cash flows, inflation, capitalization rates, yield rates or interest rates are intended solely for
                   analytical purposes and are not to be construed as predictions of the analysts. They represent only the judgment of the
                   authors based on information provided by operators and owners active in the market place, and their accuracy is in no way
                   guaranteed.
               Our work has been based in part on review and analysis of information provided by unrelated sources which are believed
                   accurate, but cannot be assured to be accurate. No audit or other verification has been completed.
               Current and anticipated market conditions are influenced by a large number of external factors. We have not knowingly
                   withheld any pertinent facts, but we do not guarantee that we have knowledge of all factors which might influence the
                   operating potential of the facility. Due to rapid changes in the external factors, the actual results may vary significantly
                   from estimates presented in this report.
               The analysts reserve the right to make such adjustments to the analyses, opinions, and conclusions set forth in this report as
                   may be required by consideration of additional data or more reliable data which may become available.
               The analysis is intended to be read and used as a whole and not in parts. Separation of any section or page from the main
                   body of the report is expressly forbidden and invalidates the analysis.
               Possession of the analysis does not carry with it the right of publication. It shall be used for its intended purpose only and by
                   the parties to whom it is addressed. Other parties should not rely on the findings of this report for any purpose and should
                   perform their own due diligence.
               Our performance of the tasks completed does not constitute an opinion of value or appraisal, or a projection of financial
                   performance or audit of the facility in accordance with generally accepted audit standards. Estimates of value (ranges) have
                   been prepared to illustrate current and possible future market conditions.
               The analysis shall not be used in any matters pertaining to any financing, or real estate or other securities offering,
                   registration, or exemption with any state or with the federal Securities and Exchange Commission.
               No liability is assumed for matters which are legal or environmental in nature.


Preliminary Draft – Subject to Revision                                                                                                  Page 183

				
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