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W&S Draft 09/16/22
RECOGNITION AND ACKNOWLEDGEMENT AGREEMENT
Dated as of [_______], 2023
U.S. Bank Trust Company, National Association, as Trustee [________________________]
[________________________]
Attention: [_______________]
Ladies and Gentlemen:
The City of Anaheim, a municipal corporation and charter city duly organized and existing under and by virtue of its charter and the Constitution and laws of the State of California (the “City”), as owner, has entered into that certain Honda Center Amended and Restated Facility Management Agreement, dated as of __________, 202_, with Anaheim Arena Management, LLC, a California limited liability company (the “Manager”), as manager (the “Management Agreement”), pursuant to which the City has granted to the Manager, among other things (the following license and rights, collectively, the “Management Agreement Rights”), (i) the exclusive license to manage and operate the Facility on the terms set forth therein, and (ii) except to the extent expressly stated in the Management Agreement and otherwise in accordance with the usual and customary arena industry practices consistent with those of other major sports and entertainment facilities of similar age, size and facilities in the United States, the exclusive right to purchase, create, produce, self-promote, co-promote, coordinate and stage for the benefit of the Manager and the City all acts and events to be held at the Facility. As permitted by the terms of the Management Agreement, the Manager has granted to Anaheim Ducks Hockey Club, LLC (“TeamCo”) the exclusive right to use the Arena for the playing and exhibition of Anaheim Ducks’ NHL home games pursuant to that certain amended and restated letter agreement, dated ____________, 2023 (“NHL Team Agreement”).
The City and the Anaheim Public Financing Authority (the “Authority”) have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance certain costs of the Project (as defined in the Indenture) through the issuance by the Authority of (i) its Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series A, in the aggregate principal amount of $[●] (the “Series 2023A Bonds”), and (ii) its Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series B, in the aggregate principal amount of $[●] (the “Series 2023B Bonds” and, together with the Series 2023A Bonds, collectively the “Series 2023 Bonds”), in each case, pursuant to that certain Master Indenture, dated as of _________, 2023 (the “Master Indenture”), by and among the Authority, the City and U.S. Bank Trust Company, National Association (together with its successors and assigns, the “Trustee”), and a ____ Supplemental Indenture, dated as of _________, 2023, by and among the Authority, the City and the Trustee (the “_____ Supplemental Indenture” and, together with the Master Indenture and as it may be further amended or supplemented from time to time by any Supplemental Indenture, the “Indenture”). Capitalized terms used herein without definition shall have the - 2 -
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meanings given to such terms in the Indenture and the Management Agreement, as applicable (provided that if a conflict exists regarding a defined term between the Indenture and the Management Agreement, the meaning assigned to such term under the Indenture shall control).
As a condition, among others, to the Owners’ agreement to purchase the Series 2023 Bonds under the Indenture and the other Financing Documents, pursuant to that certain Pledge and Security Agreement, dated as of ____________, 2023, by and between the Manager and the Trustee (the “Security Agreement”), the Manager will grant a security interest in and collaterally assign to the Trustee (for the benefit of the Secured Parties), all of its right, title and interest in and to the following (collectively referred to herein as the “Pledged Collateral”): (i) all its tangible and intangible assets relating to the Project and the Facility (including the Pledged Accounts), (ii) all agreements entered into by the Manager relating to the Project and the Facility (including, without limitation, the Management Agreement and the NHL Team Agreement, and (iii) all present and future inventory, equipment, other personal property and fixtures (as such terms are defined in the Uniform Commercial Code as enacted in the State of California) owned by the Manager and located at, attached to and/or otherwise used in connection with the Facility (the foregoing items in this clause (iii) are hereinafter collectively referred to as the “Personal Property”). As used in this letter agreement (this “Agreement”), the term “Personal Property” does not include (a) the Facility, (b) any fixtures, equipment, inventory or other personal property or improvement to which the City has or is entitled to title in accordance with the Management Agreement, including as described in Paragraph B.3 below, or (c) any Operating Expense reimbursements.
Nothing in this Agreement or the other Financing Documents shall expand the rights or limit the obligations of the Manager or limit, reduce, diminish or defeat the rights of the City, under the Management Agreement; provided, however, that the Trustee (for the benefit of itself and the other Secured Parties), may exercise any of its rights as expressly provided for herein.
A. In connection with the above-described transaction and in reliance upon and in consideration of the agreements, representations and warranties of the Trustee and the Manager contained in Paragraphs B and C below, the City hereby certifies, consents and agrees, to and for the benefit of the Trustee (on behalf of itself and the other Secured Parties), as follows:
1. The City hereby consents to the collateral assignment by the Manager of its right, title and interest in and to the Pledged Collateral to the Trustee (for the benefit of itself and the other Secured Parties). The City agrees that such collateral assignment made by the Manager in accordance with the Security Agreement and any exercise of remedies thereof by the Trustee pursuant to the Security Agreement will not constitute a default under the Management Agreement; provided, however, the City shall be under no obligation to recognize the Trustee (or its designee) or a third party purchaser, as applicable, in connection with such enforcement, as “Manager” under the Management Agreement unless (i) the transferee is a Qualified Transferee (as defined herein) and (ii) such Qualified Transferee shall have expressly assumed the obligations of the Manager under the Management Agreement in connection with such enforcement. For purposes of this Agreement, the term “Qualified Transferee” shall mean (A) the Trustee (or its designee), (B) an entity specifically approved by the City, (C) an Institutional Entity (as defined herein), or (D) an entity which would immediately prior to such transfer (i) if a private company, have a minimum tangible net worth of at least $100,000,000, according to its most recent audited - 3 -
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financial statements; or (ii) if a public company, (1) shall have a minimum tangible net worth of at least $100,000,000, according to its most recent financial statements, or (2) shall have an enterprise value of at least $100,000,000, according to its most recent financial statements and public equity value based on a 60-day trailing volume-weighted average price; provided, in each case, such entity shall have, or have contracted with an entity that has, at least ten (10) years’ demonstrable experience in managing a live sports and concert venue of a similar type and scale as the Facility; and the term “Institutional Entity” shall mean any of the following: (A) a bank, trust company, insurance company, credit union, savings bank, pension, welfare or retirement fund or system, real estate investment trust (or an umbrella partnership or other entity of which a real estate investment trust is the majority owner), any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect, finance company, public or quasi-public agency, authority, or other entity, federal or state agency regularly making or guaranteeing mortgage loans, investment bank, or a subsidiary of a Fortune 500 company (such as AT&T Capital Corporation or GE Capital Global Holdings); or (B) a Person that is a wholly owned subsidiary of or is a combination of any one or more of the Institutional Entity listed in subparagraph (A), including any of the foregoing when acting as trustee for other lender(s) or investor(s). An Institutional Entity also includes any Person which serves to further the financing structure in connection with a financing transaction that utilizes Institutional Entity for the purpose of financing, collateral assignment, guaranty, participation, and other functions which coordinate and cooperate with Institutional Entity.
2. The Manager currently holds the Management Agreement Rights.
3. The descriptions of the Facility and the Arena set forth in the Management Agreement are accurate and complete.
4. A true, correct and complete copy of the Management Agreement, together with any joinders, modification or amendments thereto, is attached to this Agreement as Exhibit A (Management Agreement).
5. The Management Agreement constitutes the entire agreement between the Manager and the City affecting the Facility.
6. As of the date hereof, the Management Agreement is in full force and effect.
7. The Manager has made all payments of revenues, fees and other charges or amounts due the City under the Management Agreement, if any, through the date hereof.
8. The City has not sent to the Manager or any other party any written notice of default under the Management Agreement, which default remains uncured, and to the City’s knowledge (i) no default by the Manager presently exists, and (ii) no event has occurred which, with the giving of notice or the passage of time or both, might constitute an event of default, under the Management Agreement.
9. The City agrees that the execution, delivery and performance by the Manager of the Financing Documents to which it is a party will not constitute a default under the Management Agreement.
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10. Subject to the terms of the Management Agreement and as described in Paragraph B.3 below, all Personal Property shall remain the personal property of the Manager, as applicable, or its successors in interest, as the case may be, notwithstanding the fact that any such Personal Property is affixed to the Facility. The City acknowledges that the Personal Property shall remain subject to the first and prior security interest and lien of the Trustee until such time as such security interest or lien is released.
11. The City agrees to, and hereby does, subordinate, solely to the Trustee (on behalf of itself and the other Secured Parties), any security interest, lien, claim or other right which it now has or hereafter may have under the laws of the State of California or under the terms of any real estate lease, sublease, security agreement, mortgage, deed of trust or other agreement now in effect or hereafter executed by the City or the Manager, to execute upon, sell, levy or distrain upon for rent, in arrears, in advance or both, or to claim or assert title or any right to any interest in, the Personal Property. Other than this subordination, the City does not subordinate its rights and interests in any other manner, and does not waive any such rights or interests.
12. The Trustee and the Owners may, without affecting the validity of this Agreement, extend or otherwise modify the terms of payment of the Series 2023 Bonds or other obligations thereunder, or alter any other term or condition of the Financing Documents or any agreement related thereto (excluding this Agreement and the Management Agreement), in each case without the consent of the City, but the Trustee agrees to give prior written notice to the City of any such amendment; provided that the failure of the Trustee to give such notice shall not affect the validity or enforceability of any such amendment. Notwithstanding the foregoing, no such extension or modification to any Financing Document may impair or alter the rights of the City hereunder or pursuant to the Management Agreement, in which case the City’s prior written consent must be obtained.
13. The City hereby agrees, upon the request of the Trustee, to execute, acknowledge, deliver and/or record as requested by the Trustee such further instruments and do further acts as may be reasonably necessary to evidence or confirm the Trustee’s prior security interest in the Personal Property and to carry out the purposes of this Agreement.
14. By its execution of this Agreement, the City is not making any representation or warranty to the Trustee and the other Secured Parties, as to whether any security interest has been granted by the Manager to the Trustee in the Personal Property for the purposes of this Agreement or, except with respect to the City, as to the binding nature of any provision of this Agreement or any of the other Financing Documents.
B. In connection with the above-described transaction and in consideration of the agreements, representations and warranties of the City in Paragraph A above, the Trustee hereby represents and agrees, to and for the benefit of the City, as follows:
1. The Trustee agrees not to take action in connection with the Financing Documents which would limit, reduce, diminish or defeat the rights and remedies of the City under the Management Agreement; provided, however, that, the Trustee’s enforcement of remedies under the Financing Documents, including foreclosure of the Manager’s collateral assignment of the Management Agreement or approving or acquiescing in a sale of the Manager’s assets (so long - 5 -
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as such purchaser intends to assume the obligations of the Manager under the Management Agreement) shall not be deemed an action that limits, reduces, diminishes or defeats such rights and remedies of the City provided any such transferee shall be a Qualified Transferee that shall have assumed the obligations of the Manager under the Management Agreement. The Trustee further acknowledges and agrees that all rights of the City against the Manager pursuant to the Management Agreement are hereby unaffected by this Agreement and all rights currently held against the Manager remain unchanged.
2. If the Trustee wishes to Foreclose (as defined herein) upon any portion of the Manager’s interest in the Management Agreement, the NHL Team Agreement or the Personal Property, the Trustee shall Foreclose upon all of the Manager’s interests in the Management Agreement, the NHL Team Agreement and the Personal Property as a package and shall not attempt to Foreclose upon or sell, and shall not support the sale of, all or any portion of the such Management Agreement, the NHL Team Agreement or the Personal Property, individually. The term “Foreclose” or “Foreclosure”, for purposes of this Agreement, shall mean, following any Event of Default (as defined in the Indenture and the other Financing Documents), the Trustee’s transfer of ownership (either to itself or to another party) or exercise of dominion or control over, or appointment of any third party (including a debtor in possession or trustee appointed in any bankruptcy case respecting the Manager), or other action to actually realize upon (whether by way of foreclosure, sale, possession, set-off or otherwise, and whether acting for itself, as agent or attorney-in-fact for the Manager or otherwise) the Management Agreement, the Team Use Agreement and the Personal Property as a package. The term “Foreclose” shall not include any action taken by the Manager to sell or transfer ownership of any of the Management Agreement, the Team Use Agreement and the Personal Property to a third party, which, the Manager acknowledges, would be subject to the terms of the Management Agreement.
3. With respect to Paragraph A.11 above, the Trustee agrees that Personal Property does not include, however, all fixtures, equipment and other personal property or improvements located within the Facility or attached thereto from time to time by the request of or as a result of a contract with the City, which such fixtures, equipment and other personal property and improvements shall be and remain the property of the City. It is also understood and agreed that all trade fixtures, equipment and other personal property which has been placed in or attached to the Facility by the Manager but which is integral or otherwise necessary with respect to the operation of the Facility in the successful undertaking of events, shall vest in the Anaheim Public Financing Authority (“APFA”), subject to a lease with the City, or shall vest in the City, as applicable, upon the expiration or earlier termination of the Management Agreement.
C. In connection with the above-described transaction and in consideration of the agreements, representations and warranties of the City and the Trustee in Paragraphs A and B above, the Manager and the Trustee, as applicable, hereby agree as follows:
1. Notwithstanding anything in this Agreement to the contrary, the Manager and the Trustee agree that neither the City nor any member, manager, officer, director, employee or agent in or of the City, or of any successor or assign of the City, shall have any personal liability whatsoever hereunder or under any other Financing Document, or for or with respect to any claim, judgment, decree, court order or otherwise against the City, in any capacity whatsoever, for the payment of any sum or sums due or to become due hereunder or under any other Financing - 6 -
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Document, or for the performance of any obligations or things to be performed hereunder or under any other Financing Document, and, if legal proceedings are instituted to enforce any of the obligations created hereunder or under any other Financing Document, or for the performance of any other acts or obligations required hereunder or under any other Financing Document, then any order, judgment or decree rendered shall not be enforceable against the City or any such other person or entity described above; provided that nothing in this Paragraph C.1 shall relieve any person or entity for liability or damages from their own fraud or the City for any liability or damages arising from or related to any breach by the City of any of its representations, warranties or obligations set forth in this Agreement.
2. The Manager shall indemnify, defend and hold harmless the City, its predecessors, affiliates, successors, assigns, and each of its past, present or future members, managers, directors, officers, employees and agents (collectively, the “Affiliated City Parties”), from all actions, causes of action, suits, debts, obligations, losses, damages, amounts paid in settlement, liabilities, costs and expenses (including without limitation interest, penalties and attorneys’ fees and expenses) resulting to, imposed upon, asserted (by any party, including, without limitation, the Manager, the Trustee or any of the other Secured Parties or their affiliates) against or incurred by any Affiliated City Party in connection with, arising out of or relating to (i) the Financing Documents or the obligations and transactions contemplated thereby, including, without limitation, the undertakings of the City under this Agreement, or (ii) any breach or misrepresentation by the Manager or the Trustee under this Agreement.
D. In connection with the above-described transaction and in consideration of the agreements, representations and warranties of the City and the Trustee in Paragraphs A and B above, the City, the Manager and the Trustee all hereby agree as follows:
1. The Trustee shall have no obligations to the City under the Management Agreement or on account of any of the Manager’s other obligations to the City unless the Trustee shall have become the legal owner and holder of the Manager’s interests under the Management Agreement in connection with any Foreclosure. If the Trustee (or its designee) shall become the legal owner and holder of the interests of the Manager under the Management Agreement, the Trustee (or its designee) shall succeed to all of the right, title and interest of the Manager thereunder, including (i) any payment obligations of the Manager under the Management Agreement which arose prior to the date the Trustee became legal owner of such interest, and (ii) notwithstanding that any Operating Expense reimbursements are not included in the Collateral, the rights of the Manager under the Management Agreement to receive any Operating Expense reimbursements. The City acknowledges that in such event, the Trustee (or its designee) shall, in addition to all of its other rights under the Management Agreement, have such rights to assign (including, without limitation, collaterally assign) or otherwise transfer its interests in the Management Agreement to a Qualified Transferee provided that the Trustee has cured (or caused to be cured) any and all curable defaults by the Manager under the Management Agreement within the period equal to the same period after delivery of notice of default to the Trustee for remedying the default or causing the same to be remedied as is given the Manager under the Management Agreement. Upon any such assignment or other transfer of the Manager’s interests in the Management Agreement by the Trustee to a third party in accordance with the terms of this Agreement and the Management Agreement, the Trustee shall have no further liability to the City, - 7 -
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whether under the Management Agreement or on account of any of the Manager’s other obligations to the City or otherwise.
2. Notwithstanding any Foreclosure or other remedial action taken pursuant to the Financing Documents resulting in any transfer of the Manager’s interest in the Team and all Collateral, the Manager and the Trustee acknowledge and agree that the Management Agreement requires such transferee to comply with and meet the terms and conditions provided in the Management Agreement, which provisions shall remain in full force and effect following any such transfer.
3. The City shall, upon providing the Manager with any notice of default under the Management Agreement, at the same time provide a copy of such notice to the Trustee identified in writing to the City pursuant to this Agreement. No such notice by the City to the Manager shall be deemed effective, unless and until a copy thereof has been so provided to the Trustee. From and after the date such notice has been given to the Trustee, the Trustee shall have the right (but not the obligation) to cure the Manager’s defaults that are capable of being cured by the Trustee, within the period equal to the same period after delivery of notice of default to the Trustee for remedying the default or causing the same to be remedied as is given the Manager under the applicable provision(s) of the Management Agreement together with such additional time as may be reasonably necessary for the Trustee to enforce remedies under the Financing Documents and gain access to the Facility (collectively, the “Trustee’s Grace Period”). The effectiveness of any default shall be suspended for all purposes under the Management Agreement and this Agreement during the Trustee’s Grace Period and the City will not take any action to effect a termination of the Management Agreement by reason of any such default prior to expiration of such period. The City shall accept such performance by or at the direction of the Trustee as if the same had been done by the Manager. The Manager authorizes the Trustee to take any such action at the Trustee’s option and does hereby authorize entry (and the City agrees to permit such entry) upon the Facility by the Trustee for such purposes.
4. If the Management Agreement and/or the NHL Team Agreement is rejected in connection with a bankruptcy proceeding by the Manager or a trustee in bankruptcy for the Manager, such rejection shall be deemed an assignment by the Manager to the Trustee of all the Manager’s rights and interest under the Management Agreement or the NHL Team Agreement, and the Management Agreement or the NHL Team Agreement shall not terminate and the Trustee shall have all rights and obligations of the Manager under the Management Agreement or the NHL Team Agreement as if such bankruptcy proceeding had not occurred unless the Trustee shall reject such deemed assignment by notice in writing to the City within thirty (30) days following rejection of the Management Agreement or the NHL Team Agreement by the Manager or the Manager’s trustee in bankruptcy, unless the foregoing is prohibited by applicable law. The Trustee shall reimburse the City for all reasonable costs and expenses incurred by the City directly in connection with such assignment. If any court of competent jurisdiction shall determine that the Management Agreement and/or the NHL Team Agreement shall have been terminated notwithstanding the terms of the preceding sentence as a result of rejection by the Manager or the Manager’s trustee in bankruptcy in connection with any such proceeding, the rights of the Trustee to a New Agreement from the City pursuant to Paragraph D.5 below shall not be affected thereby, subject to any contrary determination by the United States Bankruptcy Court having jurisdiction over the parties or a party to this Agreement.
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5. Subject to Paragraph D.4 above, if the Management Agreement and/or the NHL Team Agreement are terminated in whole or in part due to the rejection or disaffirmance of the Management Agreement or the NHL Team Agreement in connection with a bankruptcy, insolvency or similar proceeding by or against the Manager or APFA, the City shall promptly provide the Trustee with written notice that the Management Agreement or the NHL Team Agreement has been terminated (the “New Agreement Notice”), together with a statement of all sums that would at that time be due under the Management Agreement or the NHL Team Agreement but for such termination and of all other defaults, if any, then known to the City.
Following delivery of the New Agreement Notice, the City hereby agrees to enter into a new use agreement (a “New Agreement”) with respect to the Facility with the Trustee or its designee for the remainder of the term of the Management Agreement or the NHL Team Agreement, effective as of the date of termination, upon substantially the same terms, covenants and conditions of the Management Agreement or the NHL Team Agreement, without (x) diminishing the Manager’s obligations to make payments and perform its other obligations in accordance with the Management Agreement or the NHL Team Agreement or (y) impairing the City’s rights and remedies against the Manager under the Management Agreement or the NHL Team Agreement, provided that:
(i) the Trustee shall make a written request upon the City for such New Agreement within thirty (30) days after the date that the Trustee receives the New Agreement Notice given pursuant to this Paragraph D.5;
(ii) the Trustee shall pay or cause to be paid to the City, at the time of the execution and delivery of such New Agreement, any and all sums that would at the time of execution and delivery thereof be due pursuant to the applicable Management Agreement but for such termination (including, without limitation, all accrued and unpaid Operating Reimbursement Expenses), excluding interest and other late charges that are required under the terms of the Management Agreement or the NHL Team Agreement, and, in addition thereto, all reasonable out-of-pocket expenses, including reasonable attorneys’ fees, which the City shall have incurred by reason of such termination and the execution and delivery of the New Agreement and that have not otherwise been received by the City from the Manager or other party in interest (it being understood that the City may pursue its claims for such excluded costs against the Manager). In the event of a controversy as to the amount to be paid to the City pursuant to this Paragraph D.5(ii), the payment obligation shall be satisfied if the City is paid the amount not in controversy, and the Trustee agrees to pay any additional sum ultimately determined to be due. The parties shall cooperate to determine any disputed amount promptly in accordance with the terms of the Management Agreement or the NHL Team Agreement; and (iii) upon execution and delivery of the New Agreement, the Trustee shall agree to remedy any Manager default described in the New Agreement Notice that is reasonably able to be cured by the Trustee. If, commencing on the effective date of the New Agreement, the Trustee fails to cure all such defaults within the time periods required, such failure shall constitute an event of default under the New Agreement and the City shall have all rights and remedies with respect thereto provided in the New Agreement.
For purposes of this Paragraph D.5, (i) any Manager default that can be cured by the payment of money shall be deemed “reasonably able to be cured” by the Trustee, and - 9 -
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(ii) any Manager default, the cure or performance of which requires possession of the Facility and the Arena or the Manager’s interest therein, shall not be deemed “reasonably able to be cured” by the Trustee if the Trustee is not in possession of the Facility and the Arena or the Manager’s interest therein.
6. The City and the Trustee agree to enter into such additional and further agreements as the Trustee or the City, as applicable, reasonably shall request (and the Trustee shall reimburse the City for its reasonable out-of-pocket expenses in connection therewith) to confirm and give effect to the rights of the City and the Trustee as provided in this Agreement, as long as such agreements do not increase the City’s obligations or reduce the obligations of the Manager under the Management Agreement.
7. If the Manager’s interests under the Management Agreement and/or the NHL Team Agreement are transferred pursuant to any right or power conferred in any Financing Documents, or as a result of Foreclosure or other enforcement proceedings under such Financing Documents, or by obtaining an assignment thereof in lieu of foreclosure or through settlement of or arising out of any pending or threatened Foreclosure, then, to the extent the transferee shall be a Qualified Transferee, the purchaser at such sale, or any Person otherwise acquiring title through or by virtue of such sale, shall succeed to the Manager’s interests under the Management Agreement or the NHL Team Agreement subject to this Agreement, and such purchaser (or any Person otherwise acquiring title through or by virtue of such sale) shall have all of the rights and benefits and shall become bound to the City to perform all of the Manager’s obligations under this Agreement and the Management Agreement, including obligations accruing prior to the effective date of such sale or transfer (if such prior obligations are capable of being performed at such time).
The rights of the City and such purchaser (or any Person otherwise acquiring title through or by virtue of such sale) under this Paragraph D.7 shall survive the expiration or earlier termination of the Management Agreement or this Agreement.
8. This Agreement shall inure to the benefit of the legal representatives, successors, and assigns of the Trustee, the Manager and the City, and shall be binding upon the successors and assigns of the City, the Manager and the Trustee.
9. Notices under this Agreement shall be delivered as follows: (i) if to the Trustee, to the Trustee at the address specified above or at such other addresses as may be designated by the Trustee by notice to the City, and (ii) if to the City at the City’s address set forth in the Management Agreement. Notices delivered hereunder, when delivered in accordance with the terms hereof, shall be deemed delivered upon actual delivery or refusal of receipt. [Signatures appear on the next page.]
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IN WITNESS WHEREOF, the undersigned have executed the foregoing Recognition and Acknowledgement Agreement as of the day and year first above written.
CITY OF ANAHEIM
By:
Name:
Title:
Acknowledged and Agreed:
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By:
Name:
Title:
ANAHEIM ARENA MANAGEMENT, LLC
By:
Name:
Title:
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Exhibit A
Management Agreement
[Attach complete copy of the signed Management Agreement]