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On behalf of Phoenix Downtown Theatre, LLC (“PDT” or “Seller”), Cushman & Wakefi eld (“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.

“It is one of the preeminent live entertainment venues in the Western United States...”

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 million fans.

O v e r v i e w

The Dodge Theatre offers a successful buyer the opportunity to control one of Phoenix’s premier entertainment facilities. Some of the highlights include:

• A growing industry segment. The live entertainment sector of the music industry has been the strongest over the past several years, providing enhanced revenue opportunities for performers who have seen a decline in the sales of recorded music. Gross concert revenue in North America increased from $3.9 billion in 2007 to $4.6 billion in 2009, which equates to a compound annual growth rate of approximately 9%.

• Strong major metropolitan area. Phoenix is the 5th largest city in the United States, with forecasted annual population growth of 2.5% over the next 10 years and a diverse economy poised for recovery.

• Strong venue operator. Live Nation Entertainment is the world’s premier live entertainment company, reaching 60 million fans annually, and will continue to draw the top quality performers to Phoenix.

• Stable cash fl ow. PDT currently collects annual fees from its contract with Live Nation. The majority of the fee is fi xed per the contract and an additional portion may be paid based on the operating performance of the theater. All costs associated with the operation of the theater and garage are the responsibility of Live Nation.

• High barriers to entry. Live entertainment venues are not built frequently and often require a great deal of cooperation between public and private entities, whose successful negotiations, approval and completion often take decades to complete.

• Constraint of supply. Lack of available land for construction of new facilities and required parking, as well as high construction costs, limit the supply of live entertainment venues in the Phoenix area.

• Successful public-private partnership. The project is an example of a collaborative process between the Seller and the City of Phoenix, resulting in a thriving development that has had a positive impact on the community.

• New construction, state-of-the-art facility. The theater was completed in 2002 and offers audiences the latest technology and excellent acoustics.

• Proximity to several transportation options. The theater has easy access to Interstate 10 and 17 and is located three blocks from a light rail stop.

• Live entertainment venues are important to the Downtown Phoenix economy. This is evidenced by the success of US Airways Center and Chase Field.

• 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.

I n v e s t m e n t H i g h l i g h t s

Exceptional lifestyle and career opportunities have made Greater Phoenix one of the most attractive areas in the country. Now the fi fth largest metropolitan area in the United States, Phoenix has undergone a fundamental change as a result of signifi cant 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.

A T h r i v i n g M a r k e t

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.

Business Center

PhoenixCivic Plaza

44Monroe

Condominiums

Parking Garage

Chase Field

Arizona Science CenterCollierCenter

CityScape

One CentralPark East

WestinHotel

RenaissanceSquare

HyattRegencyPhoenix

ArizonaCenter

HerbergerTheatre

OrpheumTheatre

PhoenixSymphony Hall

Celebrity Theatre

US Airways Center

Sky HarborInternational Airport

Summit atCopper SquareCondominiums

US CourtHouse

Phoenix MunicipalCourt

Maricopa CountyMunicipal Complex

Phoenix City Hall

FIFTH AVENUE

WASHINGTON STREET

ADAM

S ST

REET

MONROE ST

REET

FOURTH AVENUE

CENTRAL AVENUE

Sports/Museums

Municipal District

Business Center

PhoenixCivic Plaza

44Monroe

Condominiums

Parking Garage

Chase Field

Arizona Science CenterCollierCenter

CityScape

One CentralPark East

WestinHotel

RenaissanceSquare

HyattRegencyPhoenix

ArizonaCenter

HerbergerTheatre

OrpheumTheatre

PhoenixSymphony Hall

Celebrity Theatre

US Airways Center

Sky HarborInternational Airport

Summit atCopper SquareCondominiums

US CourtHouse

Phoenix MunicipalCourt

Maricopa CountyMunicipal Complex

Phoenix City Hall

FIFTH AVENUE

WASHINGTON STREET

ADAM

S ST

REET

MONROE ST

REET

FOURTH AVENUE

CENTRAL AVENUE

Sports/Museums

Municipal District

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Lic. # 00616335

exclusive agentsCUSHMAN & WAKEFIELD OF CALIFORNIA, INC

H. CARL MUHLSTEIN213.629.6511

carl.muhlstein@cushwake.comLic. #00595250

COLIN D. BLAIR213.629.7385

colin.blair@cushwake.comLic. #01845003

CUSHMAN & WAKEFIELD OF ARIZONA, INC

CHRISTOPHER E. TOCI602.229.5951

christopher.e.toci@cushwake.com

178,000 square foot, 5-story venue located in the heart of Downtown Phoenix

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

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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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

SIGNATURE

BY:

TITLE:

DATE:

COMPANY:

ADDRESS:

PHONE NUMBER:

FAX NUMBER:

E-mail:

100910566_2.DOC

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