1. in v estme nt of f eri ng
phoenix
arizona

2. Overview
On behalf of Phoenix Downtown Theatre, LLC (“PDT” or “Seller”), Cushman & Wakefield (“C&W”) is pleased to offer the opportunity
for long-term control of the Dodge Theatre (“The Property”), a state-of-the-art live entertainment venue located at 400 West
Washington Street in Phoenix, Arizona. Located in the heart of the Downtown area, this 178,000 square foot, 5-story venue
seats up to 5,000 people and hosts concerts, Broadway shows, family stage events and boxing. It is one of the preeminent live
entertainment venues in the Western United States and is easily accessible by the 10 and 17 freeways as well as a light rail stop just
three blocks away. It is a recent addition to the vibrant Phoenix live entertainment scene, which already includes the 19,000-seat
US Airways Center (home of the NBA Phoenix Suns and the WNBA Phoenix Mercury), the 48,500-seat Chase Field (home of the
Arizona Diamondbacks), the intimate 1,400-seat Orpheum Theater as well as several other performance venues.
Completed in 2002, the Dodge Theatre was
developed pursuant to a Development and
Operating Agreement with The City of Phoenix
that gave Seller the right to both develop the
Property and operate it as a live entertainment
venue. A separate agreement also gives Seller
the right to operate a majority of the adjacent
1,700-space parking garage during events at
the theater. In addition, Seller entered into an
agreement with Live Nation in 2006 to operate
the theater. Live Nation Entertainment is the
largest producer of live music concerts in the
world, connecting over 52 million live music
fans with live acts at approximately 22,000
events in 42 countries around the world. In its
capacity as operator of the Dodge Theatre, Live
Nation Entertainment handles all day-to-day
operations of the theater, including securing
performers for events, advertising events and
procuring third party vendors to operate the
various activities during events (which include
concessions, merchandising and security). Its
recent merger with Ticketmaster combines
the leading concert business with the leading
ticketing operator, creating a premier live
entertainment giant that reaches over 60 “It is one of the preeminent live entertainment
million fans.
venues in the Western United States...”

3. Investment Highlights
The Dodge Theatre offers a successful buyer the opportunity to • High barriers to entry. Live entertainment venues are
control one of Phoenix’s premier entertainment facilities. Some not built frequently and often require a great deal of
of the highlights include: cooperation between public and private entities, whose
successful negotiations, approval and completion often
• A growing industry segment. The live entertainment sector take decades to complete.
of the music industry has been the strongest over the past
several years, providing enhanced revenue opportunities for • Constraint of supply. Lack of available land for construction
performers who have seen a decline in the sales of recorded of new facilities and required parking, as well as high
music. Gross concert revenue in North America increased construction costs, limit the supply of live entertainment
from $3.9 billion in 2007 to $4.6 billion in 2009, which equates venues in the Phoenix area.
to a compound annual growth rate of approximately 9%.
• Successful public-private partnership. The project is an
• Strong major metropolitan area. Phoenix is the 5th largest example of a collaborative process between the Seller and
city in the United States, with forecasted annual population the City of Phoenix, resulting in a thriving development that
growth of 2.5% over the next 10 years and a diverse economy has had a positive impact on the community.
poised for recovery.
• New construction, state-of-the-art facility. The theater
• Strong venue operator. Live Nation Entertainment is the was completed in 2002 and offers audiences the latest
world’s premier live entertainment company, reaching technology and excellent acoustics.
60 million fans annually, and will continue to draw the top
quality performers to Phoenix. • Proximity to several transportation options. The theater has
easy access to Interstate 10 and 17 and is located three
• Stable cash flow. PDT currently collects annual fees from its blocks from a light rail stop.
contract with Live Nation. The majority of the fee is fixed per
the contract and an additional portion may be paid based • Live entertainment venues are important to the Downtown
on the operating performance of the theater. All costs Phoenix economy. This is evidenced by the success of US
associated with the operation of the theater and garage Airways Center and Chase Field.
are the responsibility of Live Nation.
• Strong tourism industry. Phoenix is a robust tourism market
that offers more than 60,000 hotel rooms that accommodate
13 to 15 million visitors annually. The strength of Phoenix
tourism is rooted in its climate which is temperate for nine
months of the year, which allows for year round golf and
other leisure activities.

4. A Thriving Market
Exceptional lifestyle and career opportunities have made Greater Phoenix one of the most attractive areas in the country. Now
the fifth largest metropolitan area in the United States, Phoenix has undergone a fundamental change as a result of significant
technological advances. The area has grown from a humble western community to a highly developed and diverse community
that is home to nearly 4.34 million residents. In addition to business-friendly characteristics such as projected population growth of
2.5% per year over the next 10 years and a diverse economic base poised for recovery, Metropolitan Phoenix is a thriving tourist
destination. The strength of Phoenix tourism is rooted in its climate which is temperate for nine months of the year, allowing for year
round golf and drives demand for the live entertainment industry. With a penchant for sports, Phoenix is one of 13 U.S. cities with
franchises in all four major professional sports leagues: Phoenix Suns (NBA), Arizona Diamondbacks (MLB), Arizona Cardinals (NFL),
and Phoenix Coyotes (NHL). In addition to sports, the live entertainment industry is buoyed by several performing arts venues in
addition to The Dodge Theatre.

5. 178,000 square foot, 5-story venue located in the heart of Downtown Phoenix
Celebrity Theatre
Arizona Sky Harbor
Center International Airport
Phoenix Phoenix
Herberger Civic Plaza Symphony Hall Collier Arizona Science Center
Theatre Center
City Chase Field
Scape Summit at
Hyatt Copper Square
One Central Regency Sports/Museums Condominiums
Park East Phoenix Renaissance
Square
Westin 44
Hotel Monroe US Airways Center
Condominiums Business Center
CENTRAL AVENUE
Orpheum
Theatre
Phoenix City Hall
Maricopa County
Municipal Complex
Phoenix Municipal
Court Municipal District
Parking Garage
FOURTH AVENUE
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FIFTH AVENUE ONNS
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exclusive agents
CUSHMAN & WAKEFIELD OF CALIFORNIA, INC
H. CARL MUHLSTEIN
213.629.6511
carl.muhlstein@cushwake.com
Lic. #00595250
COLIN D. BLAIR
213.629.7385
colin.blair@cushwake.com
Lic. #01845003
CUSHMAN & WAKEFIELD OF ARIZONA, INC
CHRISTOPHER E. TOCI
602.229.5951
christopher.e.toci@cushwake.com
Lic. # 00616335
No warranty or representation, expressed or implied, is made as to the accuracy of the information contained herein,
and same is submitted subject to errors, omissions, change of terms, rental or other conditions, withdrawal without
notice, and to any special listing conditions imposed by principals.

6. CONFIDENTIALITY AGREEMENT
PROPERTY
Dodge Theatre
400 West Washington Street
Phoenix, AZ
Cushman & Wakefield of Arizona, Inc. (“C&W”) in conjunction with the Seller has prepared
this confidential sales material intended solely for your limited use in determining whether you
desire to express any further interest in the long-term control of the property known as The
Dodge Theatre located at 400 West Washington Street (the “Property”). The Seller has indicated
that all inquiries and communications with respect to the contemplated sale or venture of such
Property be directed to C&W. All fees due C&W in connection with the sale of the Property
shall be paid by the Seller.
C&W has available for review certain information concerning the Property which includes
brochures and other materials (collectively “Informational Materials”). C&W will not disclose
such Informational Materials to Potential Purchaser unless and until the Potential Purchaser has
executed this agreement. Upon C&W’s receipt of this executed agreement, C&W is prepared to
provide the Informational Materials for the Potential Purchaser’s consideration in connection
with the possible purchase of the Property (a “Possible Purchase Transaction”), subject to the
following conditions.
1. All Informational Materials pertaining to the Property which may be furnished to the
Potential Purchaser by C&W shall continue to be the property of the Seller and C&W.
The Informational Materials will be used solely for the purpose of the Potential
Purchaser’s consideration of a Possible Purchase Transaction and may not be copied or
duplicated without C&W’s written consent and must be returned to C&W immediately
upon C&W’s request or when the Potential Purchaser terminates negotiations with
respect to the Property.
2. The Informational Materials may be disclosed only to the Potential Purchaser’s partners,
employees, legal counsel, institutional lenders and other representatives and advisors of
the Potential Purchaser (“Related Parties”), and solely for the purpose of evaluating a
Possible Purchase Transaction. You will inform such Related Parties of the confidential
nature of the Informational Materials and you will direct such Related Parties to treat
such Informational Materials confidentially and in accordance with this agreement. You
agree to be responsible for any breach of the terms of this agreement by any of your
Related Parties.
3. The Potential Purchaser understands and acknowledges that C&W and the Seller do not
make any representations or warranties as to the accuracy or completeness of the
Informational Materials and that the information used in the preparation of the

7. Informational Materials was furnished to C&W by others and has not been independently
verified by C&W and is not guaranteed as to completeness or accuracy.
4. The Potential Purchaser hereby indemnifies and holds harmless C&W and the Seller and
their respective affiliates and successors and assigns against and from any loss, liability
or expense, including attorney’s fees, arising out of any breach of any of the terms of this
Agreement.
5. The Potential Purchaser acknowledges that the long-term control of the Property has been
offered subject to withdrawal from the market, for any reason whatsoever, without notice.
The Potential Purchaser acknowledges that the Property is being offered without regard
to race, creed, sex, religion, or national origin. This agreement terminates one (1) year
from the date hereof except as to written claims by C&W and/or Seller against Potential
Purchaser prior thereto.
6. The Potential Purchaser shall not discuss this asset with any governmental or quasi-
governmental agency without the express approval of Seller, who reserves the right to
accompany the Potential Purchaser to any and all related meetings upon not less than
three business days notice.
7. You hereby agree that the Seller is and shall be a third party beneficiary with respect to
your covenants and agreements provided for herein and that the Seller shall be entitled to
enforce its rights and your obligations hereunder to the fullest extent provided by law.
8. This agreement shall be governed by the laws of the State of Arizona, without reference
to conflict of laws principles. Any disputes under this letter agreement shall be resolved
in a court of general jurisdiction in the County of Maricopa, Arizona. This agreement
may not be amended, nor any obligation waived, except by a writing signed by all parties
hereto. This agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute but one and the same
instrument. This agreement may be executed by the exchange of facsimile or emailed
signature pages. For all purposes of this agreement, signatures to this agreement
delivered and exchanged by facsimile or email transmission shall be binding and
effective to the same extent as original signatures.
[Signature Page Follows]
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8. If in agreement with the foregoing, please return one signed copy of this agreement to:
Cushman & Wakefield
Attention: Carl Muhlstein
601 S. Figueroa Street
Los Angeles, CA 90017
Phone: (213) 955-6511
Fax: (213) 955-5135
Email: Alison.brashears@cushwake.com
POTENTIAL PURCHASER:
ACCEPTED AND AGREED TO COMPANY:
ADDRESS:
SIGNATURE
BY: PHONE NUMBER:
TITLE: FAX NUMBER:
DATE: E-mail:
100910566_2.DOC
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