ecopy, inc.1219 morningside drive, suite 101 | manhattan beach, ca 90266 | (310) 802-8775 t | (310)...

1219 Morningside Drive, Suite 101 | Manhattan Beach, CA 90266 | (310) 802-8775 T | (310) 802-8777 F

November 5, 2012

City Council City of Pasadena Pasadena City Hall 100 N. Garfield Avenue Pasadena, CA 91109

Re: Interim NFL Lease Analysis Dear Members of the Pasadena City Council:

Barrett Sports Group, LLC (“BSG”) is pleased to present our findings to the City of Pasadena (“City”). It is our understanding that the City is currently considering a proposed amendment to the Arroyo Seco Lands Ordinance, which would allow an NFL team to use the Rose Bowl Stadium on an interim basis. Per City staff’s request, we have estimated the potential revenue that could be generated by the NFL’s temporary use of the Rose Bowl Stadium to the Rose Bowl Operating Company (“RBOC”). The full analysis is enclosed with this letter as Attachment A.

In preparing this analysis, we considered and/or reviewed several interim NFL stadium situations, including the following:

• Minnesota Vikings – TCF Bank Stadium (University of Minnesota) (Agreement Not Finalized)

• New Orleans Saints – Tiger Stadium (Louisiana State University)

• New Orleans Saints – Alamodome (San Antonio)

• San Diego Chargers – Sun Devil Stadium (Arizona State University)

• Chicago Bears – Memorial Stadium (University of Illinois, Urbana-Champaign)

• Seattle Seahawks – Husky Stadium (University of Washington)

• Tennessee Titans – Vanderbilt Stadium (Vanderbilt University)

• Tennessee Titans – Memphis Liberty Bowl (Lease Not Available)

• Carolina Panthers – Clemson Memorial Stadium (Clemson University)

We have considered key financial and operating terms for the interim NFL stadium leases (as available) including, but not limited to:

• Rental Payments

Members of the Pasadena City Council November 5, 2012 Page 2

• Taxes/Surcharges

• Revenue Sharing

• Expense Responsibility

• Upfront Investment

We have considered the historical precedent established by these comparable situations as one way to estimate the potential revenue that the RBOC may realize from the temporary use of the Rose Bowl Stadium by an NFL team. Each of the previous interim NFL lease situations was unique and must be considered in the appropriate context.

The NFL interim lease/deal structure, and resulting RBOC revenue generating potential, will depend on numerous factors, including competition and interest from other regional stadium alternatives, the specific NFL team, and the NFL permanent stadium location/developer, among others. Although it is difficult to estimate with certainty the revenue-generating potential of a proposed deal given the numerous unknowns at this time, we believe RBOC could reasonably expect to generate approximately five million dollars per year from the NFL’s interim use of the Rose Bowl Stadium and depending on the various circumstances and the alternative regional stadium options at the time of negotiations, it is possible that the RBOC could generate as much as ten million dollars per year under the right conditions. In addition, the RBOC could expect that an NFL team would be responsible for game day and related expenses. Please see Attachment A for a discussion of key considerations regarding the potential revenue that may be realized by the RBOC.

At the request of City staff, we also evaluated the potential feasibility of Alternative #2 – the Reduced Attendance Alternative – set forth in the draft Environmental Impact Report (“EIR”) that examined the temporary use of the Rose Bowl Stadium by an NFL team. Alternative #2 limits the attendance at the Rose Bowl Stadium to 50,000 for NFL events. In our opinion, it is highly unlikely that an NFL team would agree to lease the Rose Bowl if attendance were limited to 50,000 per game. Since the 2009 season, the NFL average per game announced attendance has been approximately 67,300. The Rose Bowl Stadium’s capacity is currently approximately 92,500, and will be reduced to approximately 88,000 after the current renovation is complete. A stadium with an artificial maximum attendance of only 50,000 would have a significant negative impact on the ability of an NFL team to generate stadium-related revenues. In addition, limiting attendance to 50,000 in a stadium with a capacity of approximately 88,000 would negatively impact the fan experience. The league would likely also have concerns about a limit on attendance in terms of its national television arrangements and the potential impacts resulting from televising a game in a stadium that is only partially filled or, alternatively, not televising a game in the nation’s second largest television market as a result of the league’s television blackout policy. As a result, we believe a 50,000 limitation on attendance at the Rose Bowl Stadium would render the Rose Bowl option infeasible, particularly given the seating capacities at other regional stadiums.

Members of the Pasadena City Council November 5, 2012 Page 3

Thank you for the opportunity to assist you in this project. For your reference, we have attached our resumes to this letter, as well as the more detailed analysis mentioned above. If you have any questions regarding our analysis, please feel free to contact me.

Sincerely,

Barrett Sports Group, LLC BY: Daniel S. Barrett Daniel S. Barrett TITLE: Principal Enclosures

Mr. Daniel S. Barrett Principal

Page 1 of 6

Mr. Barrett is the founder and principal owner of Barrett Sports Group, LLC, a boutique consulting firm specializing in the business of sports. Prior to forming Barrett Sports Group, LLC, Mr. Barrett was Managing Director of the Western Region Sports & Entertainment Investment Banking Division of A.G. Edwards & Sons. Prior to that, Mr. Barrett was the head of the Western Region Hospitality, Sports & Leisure Consulting Practice for Deloitte & Touche LLP. Mr. Barrett has over 22 years experience in planning, financing, developing and operating sports, entertainment and real estate projects. Mr. Barrett also has extensive experience in the valuation of major and minor league sports teams and facilities. Mr. Barrett has personally worked on over 1,000 sports industry projects. Mr. Barrett is a nationally recognized sports industry expert. He has authored sports industry articles and been quoted in numerous publications. In addition, Mr. Barrett has been a speaker at sports industry conferences and conventions and a guest lecturer at the University of Southern California, California State University, Long Beach and the University of San Francisco. He is an adjunct professor having taught The Business of Sport at the University of San Francisco graduate program in Sport Management. Mr. Barrett earned a Master of Business Administration in Finance and Real Estate from the University of Southern California (USC). He received a Bachelor of Arts in Economics/International Studies from the University of California, Los Angeles (UCLA). Mr. Barrett has direct experience in the following areas:

I. Sports Facility Planning Market Demand Financial Feasibility Cash Flow Model Development Multi-Variable Sensitivity Analysis Premium Seating Demand Analysis Evaluation of Naming Rights Transactions Evaluation of Sponsorship Agreements Evaluation of Personal Seat License Programs

Site Evaluation/Selection Facility Expansion/Renovation Facility Reuse Analysis Revenue Enhancement Strategies Architect/Contractor Selection Evaluation of Project Delivery Evaluation of Management Alternatives

II. Sports Facility Financing Financial Advisory Identification of Financing Sources Development of Financing Plans Development of Public/Private Partnerships

Financing Credit Presentations/Negotiations Request for Proposal for Financing Evaluation of Refinancing Alternatives Financing Capacity Evaluation

III. Strategic Planning Negotiation Advisory Return Analysis (PV/ROI/IRR/Cash Payback) Capital Investment Analysis Buy Versus Lease Analysis

Renovation Versus New Facility Construction Project Budgeting Risk Mitigation Strategies Franchise/Facility Business Plans


Page 2 of 6

Real Estate Master Planning IV. Transaction Due Diligence Identification of Acquisition Candidates Identification of Potential Qualified Buyers Overview of Comparable Transactions Preparation of Cash Flow Models Development of Financing Plans

Preparation of Ownership Applications Preparation of Offering Memoranda Negotiating Advisory Valuation Support (See Below)

V. Valuation Sports Franchise Valuation Sports Facility Valuation Lease Valuation

Sports League Valuation Real Estate Valuation

VI. Economic/Fiscal Impact Studies – Construction and Operations Economic Output (Spending) Employment Municipal Revenues/Expenses Substitution Effect

Transfer Spending Project Tax Increment Estimates Real Estate Impact

VII. Other Consulting Services Media Contract Evaluation and Negotiation Franchise Financing Support Line of Credit Permanent

Governance/Sports Authority Advisory Benchmarking Studies Deal Structures/Lease Evaluation Franchise/Facility Operations Review

Third Party Contract Evaluation Facility Managers/Operators Concessions

Review of Proposals Financing Development Operations

Ticket Pricing Strategies Below is a representative list of Mr. Barrett’s clients.


Page 3 of 6

Public Sector Clients Allen County War Memorial Coliseum Atlantic City Convention & Visitors Authority Anchorage Economic Development Authority Arizona State University Calgary Convention Center California State University, Sacramento City of Albuquerque City of Anaheim City of Atlanta-Fulton County Recreation Authority City of Auburn Hills City of Bellevue City of Brighton City of Coffeyville City of Compton City of Corona City of Dallas City of Edmonton/Edmonton Coliseum City of Encinitas City of Fresno City of Fremont City of Henderson City of Houston/Harris County City of Huntington Beach City of Inglewood City of Lake Elsinore City of Oceanside City of Oklahoma City County of Onondaga City of Pasadena/Rose Bowl City of Rio Rancho City of Sacramento City of San Diego City of San Francisco City of Santa Cruz City of Sarasota City of Thousand Oaks City of Topeka City of Winnipeg Commonwealth of Virginia County of Dallas County of Gwinnett

County of Luzerne County of Monterey/Laguna Seca Raceway County of Onondaga County of Ramsey County of Sacramento County of Sarasota County of San Bernardino County of San Diego Franklin County Convention Facilities Authority Greeley Community Facilities Task Force Hawaii Convention Center Authority Hillsborough County Property Appraiser Incline Village General Improvements District Louisiana NFL Stadium Advisory Commission Maryland Stadium Authority Metro. Government of Nashville and Davidson New Jersey Sports & Exposition Authority Oakland-Alameda County Coliseum Complex REDEEM River City Regional Stadium Financing Authority Shoreline Amphitheater State of California/Los Angeles Memorial Coliseum State of Georgia/Georgia Dome State of Hawaii/Aloha Stadium State of Louisiana/Mercedes-Benz Superdome State of Louisiana/New Orleans Arena State of Minnesota State of New Mexico State of Virginia The Los Angeles County Fair, Hotel & Exposition Tournament of Roses Town of Castle Rock University of California, Los Angeles (UCLA) University of Nebraska, Omaha University of Northern Colorado University of Texas, El Paso (UTEP) Washington State MLB Stadium Public Facilities District Washington State NFL Public Stadium Authority


Page 4 of 6

Private Sector Clients Ak-Sar-Ben River City Rodeo & Stock Show Anaheim Angels Ascent Entertainment Baker Botts LLP Baker Ranch Boston Bruins/New England Sports Network Carolina Hurricanes Canadian Minor League Hockey Franchise Cleveland Indians Committee for Arts and Youth Sports (Sacramento) Denver Broncos Detroit Lions Downtown Council Kansas City Fleet Bank/New York Islanders Fox Rothschild LLP FTI Consulting Fundamental Advisors (Memphis Redbirds) Gibson Dunn & Crutcher LLP Heritage Services/College World Series (Omaha) Hollywood Park Race Track Homart/Sears, Roebuck & Company Houston Texans Independence Media International Hockey League/Milwaukee Admirals Joseph M. Bryan Foundation of Greater Greensboro Koll/Arcadia Investors Legends Hospitality Management Luna Entertainment Lyttle Hockey, LLC Major League Baseball Investor Group Major League Soccer (Proskauer) Morrison Foerster LLP Mudville Nine Baseball Club National Collegiate Athletic Association (NCAA) National Hockey League (Skadden) National Thoroughbred Racing Association (NTRA) New England Patriots New Orleans (formerly Charlotte) Hornets Oakland Athletics Investor Group Pacific Baseball Partners Paso del Norte Group Philadelphia Eagles

Pittsburgh Penguins Investor Group Portland Arena Management Portland Beavers Investor Group Portland Timbers Private Developer (Proposed Convention Center) Private Investor (Triple-A Team) Private Investor (MLS Team) Proskauer Rose LLP Richmond Coliseum Study Group River West Investments Rogers Communications, Inc./Toronto Blue Jays Sacramento River Cats St. Louis Blues Investor Group San Francisco 49ers (Limited Partner) San Francisco Giants Seattle Seahawks Seattle Sounders Sheppard Mullin Richter & Hampton LLP Skadden, Arps, Slate, Meagher & Flom LLP Sovereign Bank (MLS Team) Steinberg & Moorad Stoel Rives LLP Suite Idea (Kalamazoo) Tampa Bay Lightning (Ice Palace) Texas Motor Speedway The Fresno Diamond Group – Investor The Recording Academy – Grammy Hall of Fame United Football League Vancouver Canucks Visalia Oaks Baseball Club Wachovia Bank, N.A. Western Hockey League Investor Group


Page 5 of 6

Expert Witness Cases Detroit Lions v City of Dearborn – Practice Facility Valuation Dispute (Sports Industry Expert) National Hockey League v Dewey Ranch Hockey, LLC (Phoenix Coyotes) – Franchise Valuation (Sports Industry Expert) City of San Diego v Lexington Insurance – Estimated Net Revenue Loss for Cancelled NFL Game/Fire Insurance Claim (Sports Industry Expert – No Testimony) City of Auburn Hills v Palace Sports and Entertainment – Arena Valuation Dispute (Sports Industry Expert) MLS v Alan Rothenberg – Minority Interest Valuation Dispute (Sports Industry Expert – No Testimony) Attorney General’s Office (MD) v Baltimore Orioles – Lease Dispute (Sports Industry Expert – No Testimony) San Francisco Giants v City/County of San Francisco – Stadium Valuation Dispute (Sports Industry Expert) Hillsborough County v Palace Sports and Entertainment – Arena Valuation Dispute (Sports Industry Expert) PAM v Multnomah County – Arena Valuation Dispute (Sports Industry Expert – No Testimony) City of Anaheim v Angels Baseball – Team Name Dispute (Sports Industry Expert – No Testimony) Speaking Engagements Baseball Winter Meetings International Municipal Lawyers Association Conference CLE (Continuing Legal Education) International Land Use Conference California Society of Municipal Finance Officers Association of Luxury Suite Directors Conference Society for Marketing Professional Services Conference National Association of Real Estate Editors Conference Marquette Sports Law Institute Conference


Page 6 of 6

National Sports Marketing Network Deloitte & Touche Real Estate Breakfast Series International Hockey League Annual Meeting Publications The Business of Sports – Section 9 Stadiums and Arenas (Contribution) Naming Rights Deals – Foreword Naming Rights Deals: Understanding the Value The Stadium Game – Chapter 4 Stadium and Arena Financing (Contributor)

Mr. Joshua C. Cohen Manager

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Mr. Joshua C. Cohen is a Manager at Barrett Sports Group, LLC and leads the firm’s Phoenix, Arizona office. He has been with the firm for over ten years. Mr. Cohen has experience in the planning, financing, developing, and operating sports and entertainment facilities, as well as a comprehensive understanding of the operations of major league, minor league, and collegiate teams. Specifically, Mr. Cohen has extensive experience in the following areas, including but not limited to: market demand analysis; financial feasibility analysis; cash flow model development; financing/funding analysis; economic and fiscal impact analysis; franchise valuation analysis; stadium and arena valuation analysis; transaction due diligence; lease evaluation; general advisory/strategic support; and litigation support. Mr. Cohen received his M.B.A (emphasis Finance) from Arizona State University (ASU) and his B.A. in Political Science with a specialization in Business Administration (emphasis Accounting) from the University of California, Los Angeles (UCLA). During his tenure with Barrett Sports Group, Mr. Cohen has worked on projects in both the public and private sector. Please see below for a representative list of recent projects: Public Sector

Arizona State University Atlantic City Convention & Visitors Authority California State University, Sacramento City of Albuquerque City of Anaheim City of Auburn Hills City of Bellevue City of Brighton City of Fremont City of Fresno City of Oceanside City of Pasadena/Rose Bowl City of Rio Rancho City of Sacramento City of San Diego City of San Francisco City of Santa Cruz City of Sarasota City of Topeka City of Winnipeg Commonwealth of Virginia County of Dallas County of Luzerne County of Onondaga County of Ramsey County of Sacramento County of San Diego County of Sarasota

Greeley Community Facilities Task Force Hillsborough County Property Appraiser Louisiana NFL Stadium Advisory Commission Maryland Stadium Authority Metro. Government of Nashville and Davidson Oakland-Alameda County Coliseum Authority State of Georgia/Georgia Dome State of Hawaii/Aloha Stadium State of Louisiana/Mercedes Benz Superdome State of Louisiana/New Orleans Arena State of New Mexico Town of Castle Rock University of California, Los Angeles (UCLA) University of Kentucky/ISG University of Nebraska, Omaha University of Northern Colorado University of Texas, El Paso (UTEP) Washington State NFL Public Stadium Authority Private Sector

Ak-Sar-Ben River City Rodeo & Stock Show Carolina Hurricanes Committee for Arts and Youth Sports (Sacramento) Detroit Lions Downtown Council Kansas City Forest City Ratner Companies Fox Rothschild, LLP FTI Consulting, Inc. Fundamental Advisors (Memphis Redbirds)

Mr. Joshua C. Cohen Manager

Page 2 of 2

Heritage Services (College World Series) Houston Texans Joseph M. Bryan Foundation of Greater

Greensboro Legends Hospitality Management Luna Entertainment Lyttle Hockey, LLC Major League Soccer (Proskauer) Morrison Foerster LLP National Grid USA Service Company, Inc. National Hockey League (Skadden) National Thoroughbred Racing Association New Orleans (formerly Charlotte) Hornets New York Red Bulls Pacific Baseball Partners Paso del Norte Group Pittsburgh Penguins Investor Group Portland Arena Management

Portland Timbers Private Investor (Triple-A Team) Private Investor (MLS Team) Proskauer Rose LLP Richmond Coliseum Study Group River West Investments Sacramento River Cats San Francisco Giants San Francisco 49ers (Limited Partner) Seattle Seahawks Seattle Sounders Skadden, Arps, Slate, Meagher & Flom LLP Sovereign Bank (MLS Team) Suite Idea (Kalamazoo) United Football League Vinson & Elkins LLP (Tacoma Rainiers) Wachovia Bank, N.A.

CITY OF PASADENAINTERIM NFL LEASE ANALYSIS

PREPARED BY: BARRETT SPORTS GROUP, LLC

November 5, 2012

TABLE OF CONTENTS

I. INTRODUCTION

II. INTERIM NFL LEASE CASE STUDIES

III. PRELIMINARY FINDINGS/OBSERVATIONS

APPENDIX A – NFL ATTENDANCE (ANNOUNCED)

LIMITING CONDITIONS AND ASSUMPTIONS

I. INTRODUCTION

I. INTRODUCTION Overview

Barrett Sports Group, LLC (BSG) is Pleased to Present our Preliminary Findings to the City of Pasadena (City)

The City and Rose Bowl Operating Company (RBOC) are Currently Evaluating the Potential of Hosting a National Football League (NFL) Team on an Interim Basis at the Rose Bowl Stadium

As Part of the Evaluation, the City is Conducting an Environmental Impact Report (EIR) Related to the Temporary Use of the Rose Bowl Stadium by an NFL Team

The Objective of this Analysis is to Evaluate the Potential Net Income to the RBOC to be Generated by an Interim NFL Tenant at the Rose Bowl Stadium and to Identify/Evaluate Capacity Requirements of the NFL and Other Parties

Consideration Must be Given to Existing Rose Bowl Contractual Obligations (e.g., UCLA, IMG)

I. INTRODUCTION Overview (Continued)

The City has Identified the Following Objectives for the Use of the Rose Bowl Stadium by an NFL Team on an Interim Basis

Generate New Revenue Streams to Assist in Closing the Funding Gap of the Rose Bowl Stadium Renovation Project

Promote Economic Development

Minimize Environmental Impacts through the Use of Existing Infrastructure and Parking Facilities

Develop Parking/Traffic Plan to Effectively Manage Parking/Traffic Issues

The Interim NFL Scenario Does Not Include Renovations (Beyond the Current Renovation Project) to the Rose Bowl Stadium


The Number of Events at the Rose Bowl Stadium is Limited by the Arroyo Seco Public Lands

Ordinance of the City of Pasadena Municipal Code (Ordinance) Maximum of 12 Displacement Events (Attendance Over 20,000) Annually

Events to Primarily Occur on Weekends (Except for Concerts, Bowl Championship Games

(BCS), Soccer Events, Etc.)

The Interim NFL Scenario Proposes an Amendment to the Ordinance Additional 13 Displacement Events

Maximum of Two NFL Events on Weeknights

Attendance for NFL Games Maximum of 75,000 per Game

NFL Interim Period Maximum of Five Years

Number of Minor Events Would Not Change


City has Proposed the Following Alternatives to the Proposed Project

Alternative #1 – No Project Alternative

– Status Quo

Alternative #2 – Reduced Attendance Alternative

– Reduce Maximum NFL Event Attendance to 50,000

Alternative #3 – Reduced Non-NFL Displacement Alternative

– No NFL Tenant

– Additional Nine Displacement Events (Reduced from Project Proposal of 13)

– Events Restricted to Non-NFL Events Including Sporting Events, Concerts, Etc.

– Attendance for Events Maximum of 75,000 per Game

– Five Year Period

I. INTRODUCTION Tasks Completed

Identified and Reviewed Interim NFL Leases (As Available) Minnesota Vikings – TCF Bank Stadium (University of Minnesota) (Agreement Not Finalized) New Orleans Saints – Tiger Stadium (Louisiana State University)

New Orleans Saints – Alamodome (San Antonio)

San Diego Chargers – Sun Devil Stadium (Arizona State University)

Chicago Bears – Memorial Stadium (University of Illinois, Urbana-Champaign)

Seattle Seahawks – Husky Stadium (University of Washington)

Tennessee Titans – Vanderbilt Stadium (Vanderbilt University)

Tennessee Titans – Memphis Liberty Bowl (Lease Not Available)

Carolina Panthers – Clemson Memorial Stadium (Clemson University)

Consideration has been Given to Other Interim Stadium Situations – Collegiate Examples

University of Washington – CenturyLink Field

University of California, Berkeley – AT&T Park

Southern Methodist University (SMU) – Cotton Bowl

I. INTRODUCTION Tasks Completed (Continued)

Evaluated Interim NFL Leases

Rental Payments

– Base Rent/Additional Rent/Percentage Rent Taxes/Surcharges

– Ticket Sales Tax/Ticket Surcharge/Admissions Tax/Parking Surcharge Revenue Sharing

– Luxury Suites/Club Level Seats/Loge Boxes/Private Club – Concessions – Novelties – Advertising/Sponsorships/Naming Rights – Parking – Other

Expense Responsibility – Game Day Operating Expenses – Stadium Annual Operating Expenses – Stadium Maintenance/Capital Expenses – Other

I. INTRODUCTION Tasks Completed (Continued)

Evaluated Potential Net Income to RBOC to be Generated by Interim NFL Tenant Under Various

Scenarios

Considered Stadium Capacity/Attendance Restrictions

II. INTERIM NFL LEASE CASE STUDIES

II. INTERIM NFL LEASE CASE STUDIES Overview

The Following Analysis is Intended to Summarize and Compare Interim NFL Leases

The Information Contained Herein has been Obtained from Sources Believed to be Reliable. However, in Some Instances It is Difficult to Obtain Complete Information. In Addition, Figures Change Over Time and are Subject to Interpretation.

Most Information has been Gathered from the Following Sources: Stadiums; Municipalities; Universities; Teams; Public Records; Industry Publications; and, Our Internal Database. Figures have Not been Audited or Further Verified.

As a Result of the Hypothetical Nature of the Situation (e.g. No NFL Team has been Identified), Key Assumptions have been Developed Based on Information Contained in Our Existing Proprietary Database or Publicly Available Information. Assumptions Could be Adjusted, as Appropriate, Following Additional Research/Confirmation.

Each Case Study Includes Lease Summaries. The Information is Presented for Illustrative Purposes Only. The Lease Documents Contain Additional Detail Not Summarized in this Report.

The Case Studies Provide Information Related to Interim Use of Stadium Facilities

II. INTERIM NFL LEASE CASE STUDIES Overview (Continued)

Numerous Factors Impact the Potential Success of an NFL Team – Local Revenues Key

Interim Lease Terms Should Reflect the Specific Market Conditions and Other Factors that May Impact the Team Market Demographic Statistics

– Population/Households/Income/Etc.

Premium Seating Demand – Number of Luxury Suites/Loge Boxes/Club Seats in Marketplace (From All Sports Venues) – Companies with 500+ Employees – Companies with Sales Over $10 Million

Entertainment Alternatives

Competitive Sports Venues/Alternatives

Competitive Sports Teams

Television/Radio Markets

Operating Performance


Market Area Size and Characteristics will have an Important Impact on the Ability of the Team to Generate Revenue and this Must be Considered when Evaluating Interim Lease Terms

Market Rate Deal Should Reflect and Consider the Anticipated Operating Characteristics and Revenue Potential for the Market Area and the Specific Team

Anticipated Performance of the Team in the Market Area Over the Interim Lease Term Needs to be Taken into Account


Each Interim NFL Lease Situation is Unique and Must be Considered in the Appropriate Context

Most Comparable Situations Resulted from the Construction/Renovation of a New Stadium Existing Teams: Minnesota Vikings, Seattle Seahawks, Chicago Bears

Relocation Teams: Tennessee Titans

Expansion Teams: Carolina Panthers

Other “Comparable” Situations Resulted from Forces of Nature/Natural Disasters

San Diego Wildfires: San Diego Chargers

Hurricanes Katrina and Rita: New Orleans Saints

II. INTERIM NFL LEASE CASE STUDIES Interim NFL Stadium Characteristics

Interim NFL Football Stadium Characteristics Provided for Illustrative Purposes

NFL Team Interim Stadium - (1) Year(s) Capacity Luxury Suites Loge Boxes Club SeatsMinnesota Vikings TCF Bank Stadium - (2) 2013+ 50,805 42 54 1,502New Orleans Saints Tiger Stadium 2005 91,600 70 0 0New Orleans Saints Alamodome 2005 65,000 38 0 0San Diego Chargers Sun Devil Stadium 2003 71,827 44 0 0Chicago Bears Memorial Stadium 2002 70,904 0 0 0Seattle Seahawks Husky Stadium 2001/2000 72,500 0 0 0Tennessee Titans Vanderbilt Stadium 1998 41,000 14 0 0Tennessee Titans Liberty Bowl Stadium 1997 62,000 NA 0 0Carolina Panthers Memorial Stadium 1995 77,381 100 0 0

Interim Team Rose Bowl Stadium - (3) TBD 88,000 54 48 1,180

(2) TCF Bank Stadium and Vikings to add additional bleacher seating.(3) Proposed interim NFL project would limit attendance to 75,000 per event.

(1) Stadium characteristics reflect capacity and premium seating at the time of interim lease agreement and do not reflect subsequent renovations (as applicable).

II. INTERIM NFL LEASE CASE STUDIES Comparable #1 Minnesota Vikings – TCF Bank Stadium (University of Minnesota) The Minnesota Vikings (Vikings) reached an agreement to develop a new stadium in Minneapolis, Minnesota. The parties are considering a domed vs. retractable roof. The new stadium is expected to be completed for the 2016 season. During the construction, the Vikings are expected to play their home games at the University of Minnesota’s TCF Bank Stadium. The Letter of Intent indicates that the Vikings will pay a fixed rental fee of $250,000 per game plus a share of concessions, sponsorship, and advertising, etc., as well as game day operating costs – terms have not been finalized. It is important to note that the Vikings are also expected to invest approximately $8.7 million for stadium improvements including the installation of heating coils, video platforms, concessions equipment, piping, and additional seating, among others.

Stadium: TCF Bank Stadium

Year Open/Renovated: 2009

Stadium Owner: University of Minnesota

Stadium Operator: University of Minnesota

Lease Term: 4 Years Maximum

Total Seating Capacity: 50,805 (Plus Additional Seating)

Luxury Suites: 42

Loge Boxes: 54

Club Seats: 1,502

Controlled Parking: Not Available

Sources: University of Minnesota, internal database, and industry research.

II. INTERIM NFL LEASE CASE STUDIES Comparable #1 Minnesota Vikings – TCF Bank Stadium (University of Minnesota)

Preliminary Interim NFL Lease Terms are Illustrated Below (Subject to Change) Stadium Rent Minimum Rent Base Rent Percentage Rent Taxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/Surcharge Revenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – Premium Stadium Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/Improvements

Stadium Share 1% - (1)

0% (2) (2) 0% (2)

100% - (3) 0% (4) 0% (4)

0%

100% 100%

Amount Paid by Team Not Applicable

$250,000/Game Not Applicable

7.75%

Not Applicable Not Applicable Not Applicable

Team Share 99% - (1)

100% (2) (2)

100% (2)

0% - (3) 100%

(4) 100%

(4)

100% - (5) 0%

0% - (6)

Sources: University of Minnesota, internal database, and industry research.

II. INTERIM NFL LEASE CASE STUDIES Comparable #1 Minnesota Vikings – TCF Bank Stadium (University of Minnesota)

1) Vikings are entitled to receive 100% of revenue generated at home games under the current concessionaire agreement (less 1% charge for utility reimbursement that will be distributed to University). However, if Vikings negotiate new agreement with concessionaire, the incremental revenue share shall be split 50/50 with the University.

2) If Vikings agree to new sponsorship agreements, except those currently under contract with University and Vikings, Vikings retain 100% of proceeds. If agreements with current University sponsors are amended and generate new revenue, those amounts are split 50/50. In no event, shall the University’s share of new advertising revenue exceed $50,000 per game ($500,000 over 10 game season).

3) Vikings will be subject to a parking fee (amount to be determined).

4) Current premium seat holders have right of first refusal for Vikings games. Vikings have opportunity to sell premium seating not under contract as of August 1 of each season.

5) Estimated game day and other expenses expenses at approximately $465,000 per game (includes bleacher rental, concessions expenses, winterizing/snow removal, etc.)

6) Vikings are to reimburse University for facility improvement expenses of approximately $8.7 million. This expense, as well as other expenses associated with the Vikings’ use of TCF Bank Stadium, are included in the total project costs related to the new stadium to be developed for the Vikings.

II. INTERIM NFL LEASE CASE STUDIESComparable #2New Orleans Saints – Tiger Stadium (Louisiana State University)

Due to the damage caused by Hurricanes Katrina and Rita to the Louisiana Superdome (now known as theMercedes-Benz Superdome), the New Orleans Saints (Saints) were forced to relocate four games of the 2005season to Tiger Stadium at Louisiana State University (LSU). The Saints also played three home games atthe Alamodome in San Antonio, Texas and one game at Giants Stadium in East Rutherford, New Jersey(stadium has since been demolished and replaced). It is interesting to note that LSU provided the Saints withaccess to their football season ticket holder database. The lease summary has been provided for illustrativepurposes, but has not been relied upon in this analysis due to the circumstances surrounding the short termagreement.

Sources: Louisiana State University, internal database, and industry research.

Stadium: Tiger Stadium

Year Open/Renovated: 2005/2000

Stadium Owner: Louisiana State University

Stadium Operator: Louisiana State University

Lease Term: 4 Games (2005 Season)

Total Seating Capacity: 91,600

Luxury Suites: 70

Club Seats: 3,300 (Under Construction – Not Availablefor Saints Use)

Controlled Parking: Not Available


Interim NFL Lease Terms are Illustrated BelowStadium Rent Minimum Rent Base Rent Percentage RentTaxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/SurchargeRevenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking (Net) Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – PremiumStadium Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/Improvements

Stadium Share50% - (1)

0%0%

100%$0

Not Applicable50%

(2)(2)

Not ApplicableNot Applicable

0%100%

100% – (4)

Amount Paid by TeamNot Applicable

$250,000/Game Not Applicable

Not ApplicableNot ApplicableNot ApplicableNot Applicable

Team Share50% - (1)

100%100%

0%100%

Not Applicable50%

100% - (2)100% - (2)


105% - (3)0%

0% – (4)



1) The Saints and LSU split 34% of the net concessions.

2) The Saints paid a per game maintenance/operations fee for the right to remarket the luxury suites.

3) The Saints were required to pay 105% of the game day expenses and any other extraordinary costsincurred by LSU.

4) Lease required the Saints to pay for an evaluation of the field turf at the conclusion of the 2005 season.If necessary, Saints were required to pay for re-sodding of the field.


II. INTERIM NFL LEASE CASE STUDIESComparable #3New Orleans Saints – Alamodome

As described earlier, due to the damage caused by Hurricanes Katrina and Rita to the Louisiana Superdome(now known as the Mercedes-Benz Superdome), the Saints were forced to relocate three games of the 2005season to the Alamodome in San Antonio. In addition, four games were relocated to Tiger Stadium at LSUand one game at Giants Stadium in East Rutherford, New Jersey (stadium has since been demolished andreplaced). The Alamodome was previously the home of the National Basketball Association (NBA) SanAntonio Spurs. The lease summary has been provided for illustrative purposes, but has not been relied uponin this analysis due to the circumstances surrounding the short term agreement.

Sources: Alamodome, internal database, and industry research.

Stadium: Alamodome


Stadium Owner: City of San Antonio

Stadium Operator: City of San Antonio

Lease Term: 3 Games (2005 Season)


Luxury Suites: 38

Club Seats: 0 (6,000 – Not Considered Traditional“Club Seats”)

Controlled Parking: 2,836


Interim NFL Lease Terms are Illustrated BelowStadium Rent Minimum Rent Base Rent Percentage RentTaxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/SurchargeRevenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking (Net) Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – PremiumStadium Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/ImprovementsOther

Stadium Share0%0%0%(1)0%

Not Applicable0% - (2)

0%0%


(3)100%100%

(4)

Amount Paid by TeamNot Applicable

$550,000Not Applicable

8.125%$0.50 (Facility Fee)

$0.50 (Renewal/Improvement Fee)Not Applicable

Team Share100%100%100%

(1)100%

Not Applicable100% - (2)

100%100%


(3)0%0%(4)



1) Saints paid $15,000 for first four pairs of advertising panels. Any additional panels required the Saints topay $3,750 for each pair.

2) If there is a scheduling conflict with a previously scheduled event, the Saints were required to pay $10per parking space.

3) Most game day operating expenses were included in the rental fee. If Saints and/or NFL requiredadditional staffing or other expenses, incremental game day expenses were the Saints responsibility.

4) Saints were required to pay an amount equal to any lost revenue from rescheduled or relocated eventspreviously scheduled at the Alamodome (if any).


II. INTERIM NFL LEASE CASE STUDIES Comparable #4 San Diego Chargers – Sun Devil Stadium (Arizona State University)

The NFL Monday Night Football Game between the Chargers and the Miami Dolphins scheduled on October 27, 2003 was forced to relocate from Qualcomm Stadium to Sun Devil Stadium as a result of wildfires in the San Diego area. Sun Devil Stadium was one of three candidates to host the game (NFL stadiums in Oakland and San Francisco were also considered). Arizona State University (ASU) agreed to host the game with one day notice. The Arizona Cardinals (Cardinals) had hosted a game on Sunday, necessitating a quick stadium clean-up and preparation. Admission was free for the relocated game. The lease summary has been provided for illustrative purposes, but has not been relied upon in this analysis due to the circumstances surrounding the short term agreement.

Sources: Arizona State University, internal database, and industry research.

Stadium: Sun Devil Stadium


Stadium Owner: Arizona State University

Stadium Operator: Arizona State University

Lease Term: 1 Game (2003 Season)


Luxury Suites: 44

Club Seats: 0



Interim NFL Lease Terms are Illustrated Below


Stadium Rent Minimum Rent Base Rent Percentage Rent Taxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/Surcharge Revenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking (Net) Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – Premium Stadium Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/Improvements

Stadium Share (2)

Not Applicable Not Applicable

100% 0%

Not Applicable 100%

Not Applicable Not Applicable Not Applicable Not Applicable

(2)

100% 100%

Amount Paid by Team Not Applicable

$30,000 – (1) Not Applicable


Team Share (2)


0% 100%

Not Applicable 0%


(2) 0% 0%


1) ASU agreed to waive its usual $30,000 stadium rental fee.

2) ASU collected a percentage of concession sales in order to pay for operational costs and prepare the field

for the game scheduled for the following weekend. ASU estimated concessions revenue approximated $500,000 - $600,000, of which they kept $300,000 to break even.


II. INTERIM NFL LEASE CASE STUDIES Comparable #5 Chicago Bears – Memorial Stadium (University of Illinois)

Following a major renovation, the Chicago Bears (Bears) home field, Soldier Field, opened in 2003. During the renovation, the Bears played their home games at Memorial Stadium at the University of Illinois, Urbana-Champaign (University of Illinois). At the time, Memorial Stadium had a seating capacity of 70,904. Although there were eight “Owner’s Boxes”, there were no traditional luxury suites or club seats at the stadium. In 2008, the University of Illinois renovated Memorial Stadium to include state-of-the-art luxury suites, outdoor club seats, and indoor club seats. The stadium characteristics summarized below represent pre-renovation conditions.

Sources: University of Illinois, internal database, and industry research.

Stadium: Memorial Stadium (Pre-Renovation)


Stadium Owner: University of Illinois

Stadium Operator: University of Illinois

Lease Term: 1 Year (2002 Season)


Luxury Suites: None

Club Seats: None



Interim NFL Lease Terms are Illustrated Below Stadium Rent Minimum Rent Base Rent Percentage Rent Taxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/Surcharge Revenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – Premium Stadium Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/Improvements

Stadium Share 50%

0% 0%

100% 0%

Not Applicable 50%


0%

100% 100%

Amount Paid by Team Not Applicable Not Applicable

10%


Team Share 50%

100% 100%

0% 100%

Not Applicable 50%


100%

0% 0% - (1)



1) Bears were responsible for any labor, utility, and equipment costs related to any required press box

improvements (if any) such as, HVAC improvements, tenting, equipment, electrical power, cabling, telephone, etc.


II. INTERIM NFL LEASE CASE STUDIES Comparable #6 Seattle Seahawks – Husky Stadium (University of Washington) The Seattle Seahawks (Seahawks) played home games at the University of Washington’s Husky Stadium on two separate occasions. In 1994, the Seahawks were forced to vacate the Kingdom in order for ceiling tiles to be replaced at the Kingdome. The Seahawks also played home games at Husky Stadium during the 2000 and 2001 seasons, while their new home, CenturyLink Field (formerly known as Qwest Field), was under construction. CenturyLink Field was completed before the 2002 season. It is interesting to note that the University of Washington is currently playing its home games at CenturyLink Field during the renovation of Husky Stadium. The stadium characteristics summarized below represent pre-renovation conditions. Stadium: Husky Stadium (Pre-Renovation)


Stadium Owner: University of Washington

Stadium Operator: University of Washington

Lease Term: 2 Years (2000 and 2001 Seasons)


Luxury Suites: None

Club Seats: None

Controlled Parking: To be Confirmed

Sources: University of Washington, Seattle Seahawks, internal database, and industry research.

II. INTERIM NFL LEASE CASE STUDIES Comparable #6 Seattle Seahawks – Husky Stadium (University of Washington)

Interim NFL Lease Terms are Illustrated Below Stadium Rent Minimum Rent Base Rent Percentage Rent Taxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/Surcharge Revenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – Premium Stadium Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/Improvements

Stadium Share 0% 0% 0%

100% 0%

Not Applicable 0%


$0 – (5)

100% 100%

Amount Paid by Team $3,050,000/Season – (1)

$305,000/Game – (2) Not Applicable

1.92%

Not Applicable 5.00%

Not Applicable Team Share

100% 100%

100% – (3) 0%

100% Not Applicable

100% - (4) Not Applicable Not Applicable Not Applicable Not Applicable

$96,000/Game – (5)

0% 0% - (6)


II. INTERIM NFL LEASE CASE STUDIES Comparable #6 Seattle Seahawks – Husky Stadium (University of Washington)

1) Minimum payment of $6.1 million for two year period.

2) Of this amount, $205,000 represented the rental fee for athletic facilities and $100,000 represented the

fee for other University facilities (e.g., parking).

3) Seahawks agreed not to cover existing corporate signage in Husky Stadium.

4) Seahawks parking areas were defined to a limited number of parking spaces.

5) Game day operating expenses were provided by the University to the Seahawks for a flat fee of $96,000 per game.

6) Seahawks reportedly gifted lights and upgrades to locker rooms and certain concessions areas. In addition, the Seahawks reportedly installed a new turf field. Total improvements were estimated at approximately $1.0 million.


II. INTERIM NFL LEASE CASE STUDIESComparable #7Tennessee Titans – Vanderbilt Stadium (Vanderbilt University)

The Tennessee Titans (Titans) relocated from Houston, Texas to Memphis, Tennessee in 1997. The Titansplayed the 1997 season at the Liberty Bowl in Memphis and played at Vanderbilt Stadium in Nashville in1998 while their new stadium (now known as LP Field) was under construction. The Titans originallybelieved Vanderbilt Stadium was too small with 41,000 seats, but after poor support in Memphis during the1997 season and a lack of another viable alternative, the team decided to move to Nashville and play atVanderbilt. The Titans were required to pay the City of Memphis a settlement amount to be released fromtheir agreement at the Liberty Bowl. Terms of the Liberty Bowl lease agreement were not available.

Sources: Vanderbilt University, internal database, and industry research.

Stadium: Vanderbilt Stadium


Stadium Owner: Vanderbilt University

Stadium Operator: Vanderbilt University

Lease Term: 1 Year (1998)


Luxury Suites: 14

Club Seats: None


II. INTERIM NFL LEASE CASE STUDIES Comparable #7 Tennessee Titans – Vanderbilt Stadium (Vanderbilt University)

Interim NFL Lease Terms are Illustrated Below


Stadium Rent Minimum Rent Base Rent Percentage Rent Taxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/Surcharge Revenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – Premium Stadium Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/Improvements

Stadium Share 100%

0% 0%

100% 0%

Not Applicable 100% - (1)

0% 0%


0%

100% 100%

Amount Paid by Team Not Applicable Not Applicable

10.00%

9.25% Not Applicable Not Applicable Not Applicable

Team Share 0%

100% 100%

0% 100%

Not Applicable (1)

100% 100%


100%

0% 0%

II. INTERIM NFL LEASE CASE STUDIES Comparable #7 Tennessee Titans – Vanderbilt Stadium (Vanderbilt University)

1) Titans were required to pay a per parking permit or pass fee (less tax).

Note: Additional details could not be provided due to confidentiality issues.


II. INTERIM NFL LEASE CASE STUDIESComparable #8Carolina Panthers – Clemson Memorial Stadium (Clemson University)

The Carolina Panthers (Panthers) played their home games during the 1995 season at Clemson MemorialStadium. Located on the campus of Clemson University (Clemson), the facility was originally the secondchoice of the Panthers for their interim facility. Williams-Brice Stadium at the University of SouthernCarolina, Columbia was the team’s first choice, but the parties were not able to reach an agreement. ThePanthers had ties to Clemson and ultimately reached an agreement for the use of their stadium. The formerPresident of the Panthers, Mark Richardson, is a Clemson alumni and played on the Clemson 1981 NCAAchampionship football team. The University reportedly paid the City of Clemson (City) an additional$100,000 to offset additional expenses associated with the incremental number of people coming to the City(police, traffic, etc.).

Sources: Clemson University, internal database, and industry research.

Stadium: Clemson Memorial Stadium (Pre-Renovation)


Stadium Owner: Clemson University

Stadium Operator: Clemson University

Lease Term: 1 Year (1995 NFL Season)


Luxury Suites: 100

Club Seats: None



Interim NFL Lease Terms are Illustrated BelowStadium Rent Minimum Rent Base Rent Percentage RentTaxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/SurchargeRevenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – PremiumStadium Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/ImprovementsOther – Charitable Contribution

Stadium Share0%0%0%

100%0%

Not Applicable0%0%

10% - (2)Not ApplicableNot Applicable

0% - (3)100% - (3)

100%Not Applicable

Amount Paid by TeamNot ApplicableNot Applicable

7.00%

5.00% (To be Confirmed)$1.00 – (1)


Team Share100%100%100%

0%100%

Not Applicable100%100%

90% - (2)Not ApplicableNot Applicable

100% - (3)0% - (3)

0%$100,000 – (4)


1) $1.00 per ticket bond fee.

2) Clemson retained exclusive use of the President’s Suite and Athletic Director’s Suite at no cost.

3) Clemson was responsible for providing utilities appropriate for normal operations at the stadium.Clemson was responsible for routine maintenance of the stadium (annual operating expenses). ThePanthers were required to pay all game day expenses.

4) Panthers reportedly made a $100,000 gift to the Clemson’s academic endowment fund.

Sources: Clemson University, internal database, and industry research.

III. PRELIMINARY FINDINGS/OBSERVATIONS

III. PRELIMINARY FINDINGS/OBSERVATIONS Comparable NFL Interim Leases

BSG Identified Nine NFL Interim Lease Situations Minnesota Vikings – TCF Bank Stadium (University of Minnesota) (Agreement Not Finalized) New Orleans Saints – Tiger Stadium (Louisiana State University)

New Orleans Saints – Alamodome (San Antonio)

San Diego Chargers – Sun Devil Stadium (Arizona State University)

Chicago Bears – Memorial Stadium (University of Illinois, Urbana-Champaign)

Seattle Seahawks – Husky Stadium (University of Washington)

Tennessee Titans – Vanderbilt Stadium (Vanderbilt University)

Tennessee Titans – Memphis Liberty Bowl (Lease Not Available)

Carolina Panthers – Clemson Memorial Stadium (Clemson University)

Each Interim NFL Lease Situation is Unique and Must be Considered in the Appropriate Context

III. PRELIMINARY FINDINGS/OBSERVATIONS Comparable NFL Interim Leases (Continued)

Most Comparable Situations Resulted from the Construction/Renovation of a New Stadium Existing Teams: Minnesota Vikings, Seattle Seahawks, Chicago Bears

Relocation Teams: Tennessee Titans

Expansion Teams: Carolina Panthers

Other “Comparable” Situations Resulted from Forces of Nature/Natural Disasters

San Diego Wildfires: San Diego Chargers

Hurricanes Katrina and Rita: New Orleans Saints

III. PRELIMINARY FINDINGS/OBSERVATIONS Potential RBOC Revenue

Although the Rose Bowl Stadium is Currently the Only Football Stadium in the Greater Los Angeles Area with State-of-the-Art Amenities Such as Premium Seating (Part of Current Renovation Scope), There are a Number of Stadium Alternatives that Could be Considered as an Interim Site

Los Angeles Memorial Coliseum Dodger Stadium Angel Stadium of Anaheim

NFL Interim Lease/Deal Structure and Resulting RBOC Revenues will Depend on Numerous Factors

Competition/Interest from Other Regional Stadiums Alternatives NFL Team NFL Permanent Stadium Location/Developer Timing Others

Figures Presented Herein Do Not Include Potential Economic/Fiscal Impacts to City of Pasadena

III. PRELIMINARY FINDINGS/OBSERVATIONS Potential RBOC Revenue (Continued)

Below are Highlights of Deal Structures from Selected Comparable Situations

Rent – Fixed Rent Ranged from a Low of $250,000 to a High of $305,000 Per Game

OR – Percentage Rent Ranged from a Low of 7.0% to a High of 10.0% of Gate Receipts

Revenue Sharing

– Concessions Revenue Sharing Ranged from a Low of 0% to a High of 100% – Parking Revenue Sharing Ranged from a Low of 0% to a High of 100%

Game Day Expenses

– In Most Cases, Game Day Expenses were the Responsibility of the Team – One Situation Included a Fixed Fee to Cover Game Day Expenses

Upfront Investment

– Upfront Investment Ranged from a Low of $0 to a High of $8.7 Million


Based on Comparable Interim Lease Situations, the RBOC Could Expect to Receive Revenue from Some or All of the Following Sources Rent

– Fixed Rent or Percentage Rent – Minimum Rent

Ticket Surcharge (Current Structure)

Parking Surcharge (Current Structure)

Revenue Sharing

– Concessions – Parking

Game Expense Reimbursement (Including Municipal Services)


BSG has Estimated the Potential Net Revenues to be Realized by the RBOC Based in Part on a Review of the Lease Terms from Previous Interim NFL Agreements and Other Key Considerations and Assumptions

The Selected Comparable Interim NFL Agreements (Including Minnesota) Historically Generated an Estimated $3.4 Million to $9.2 Million to the Public Sector/Stadium, with an Average of $5.8 Million (Figures Include Ticket Sales Tax Revenue (as appropriate) and Upfront Investment has been Amortized Over the Term of the Agreement for Analytical Purposes)

Applying the Lease Terms of Selected Comparable Interim NFL Agreements Based on Current Conditions would Potentially Generate an Estimated $7.0 Million to $9.7 Million to the Public Sector/Stadium, with an Average of $8.6 Million (Figures Include Ticket Sales Tax Revenue (as appropriate) and Upfront Investment has been Amortized Over the Term of the Agreement for Analytical Purposes)

It is Worth Noting that in Most Previous Interim/Temporary Situations, the NFL Team had Limited or No Stadium Alternatives


It is Difficult to Estimate with Certainty the Net Revenues to be Realized by the RBOC Given the Many Unknowns at this Time. However, Based on Historical Precedent, Market Characteristics, Stadium Competition, and Numerous Other Factors, the RBOC Could Reasonably Expect to Generate Approximately $5.0 Million Annually and, Depending Upon Leverage at the Time of Negotiations, Could Generate Up to $10.0 Million Annually

Does Not Include Potential Incremental Advertising/Sponsorship Revenue (IMG Issue)

Does Not Include Game Day Expense Reimbursement

Does Not Include Potential Upfront Investment (if any)

III. PRELIMINARY FINDINGS/OBSERVATIONS Stadium Capacity/Attendance Restriction

EIR Project Alternative #2 (Reduced Attendance Alternative) Reduces Maximum NFL Event Attendance to 50,000

NFL Average Attendance (Announced) Since 2009 Season has Ranged from a Low of 50,000 (Oakland) to a High of 87,400 (Dallas) – Average of Approximately 67,300

Only Oakland Averaged Less than 50,000 in Average Announced Attendance (49,986) Since 2009

A Maximum Attendance of 50,000 at the Rose Bowl Stadium would Negatively Impact the Appearance/Perception from a Television Perspective and the Fan Experience Given the Overall Capacity of the Stadium of Approximately 88,000 (Post Renovation)

Given the Seating Capacity at the Los Angeles Memorial Coliseum, it is Highly Unlikely Any NFL Team would Agree to Play at the Rose Bowl Stadium with the Attendance Restriction Proposed in Alternative #2

Given the Attendance History of the NFL and Factors Described Above, it is Highly Unlikely the NFL would Approve the Reduced Attendance Restriction Proposed in Alternative #2, Particularly Given the Alternatives in the Region

Given the Current Economics of the NFL, a Stadium Attendance Restriction of 50,000 would Likely Render the Rose Bowl Stadium Option as Economically Infeasible to an NFL Team

III. PRELIMINARY FINDINGS/OBSERVATIONS Stadium Capacity/Attendance Restriction (Continued)

EIR Alternative #2 Could Potentially Also Substantially Reduce the Rent and Potential Revenue Realized by the RBOC

Fixed/Percentage Rent Admissions/Parking Taxes and/or Surcharges Concessions/Novelties Advertising/Sponsorship Parking Premium Seating Other

APPENDIX A – NFL ATTENDANCE (ANNOUNCED)

APPENDIX A – NFL ATTENDANCE (ANNOUNCED) NFL Announced Attendance

Announced Figures Illustrated Below are Typically Higher than Actual/Turnstile Attendance

2009 Rank 2010 Rank 2011 Rank Average Rank

Dallas 89,756 1 87,047 1 85,512 1 87,438 1Washington 84,794 2 83,172 2 76,921 4 81,629 2NY Giants 78,701 3 79,019 3 79,475 2 79,065 3NY Jets 77,052 4 78,596 4 78,986 3 78,211 4Denver 75,116 5 74,908 5 75,327 5 75,117 5Carolina 73,289 6 72,620 6 72,292 7 72,734 6Baltimore 71,082 7 71,227 7 71,224 10 71,178 7New Orleans 70,105 11 70,038 10 73,042 6 71,062 8Houston 70,608 9 71,080 8 71,496 9 71,061 9Green Bay 70,708 8 70,795 9 70,512 11 70,672 10San Francisco 69,732 12 69,732 11 69,732 12 69,732 11Philadelphia 69,144 13 69,144 12 69,144 13 69,144 12Tennessee 69,143 14 69,143 13 69,143 14 69,143 13Kansas City 67,514 20 67,672 17 72,082 8 69,089 14New England 68,756 16 68,756 14 68,756 16 68,756 15Atlanta 68,173 17 67,850 15 68,986 15 68,336 16Cleveland 68,888 15 66,116 20 65,859 18 66,954 17Seattle 67,392 21 66,992 18 66,413 17 66,932 18San Diego 67,543 18 65,530 21 65,392 19 66,155 19Indianapolis 66,549 22 66,975 19 64,828 20 66,117 20Miami 67,542 19 67,744 16 60,886 28 65,391 21Buffalo 70,128 10 63,195 22 62,694 24 65,339 22Pittsburgh 63,485 25 63,083 23 63,034 22 63,201 23Arizona 63,142 26 62,774 25 61,181 27 62,366 24Chicago 62,250 28 62,195 26 62,145 26 62,197 25Minnesota 63,775 24 58,751 28 62,816 23 61,781 26Jacksonville 49,651 30 63,032 24 62,331 25 58,338 27Cincinnati 64,004 23 60,364 27 49,251 32 57,873 28Detroit 49,395 31 56,285 29 63,742 21 56,474 29Tampa Bay 62,991 27 49,314 31 56,614 30 56,306 30St. Louis 55,237 29 52,922 30 56,394 31 54,851 31Oakland 44,284 32 46,431 32 59,242 29 49,986 32

Average 67,498 66,953 67,358 67,270Source: espn.com.

This analysis is subject to the following limiting conditions and assumptions:

The analysis has been prepared for internal decision making purposes of the City of Pasadena/RBOC only and shall not be used for any other purposes without the prior written permission of Barrett Sports Group, LLC.

Ownership and management of the stadium are assumed to be in competent and responsible hands. Any estimates of historical or future 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.

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.
