08-308Council File # O8-3o8
RESOLUTION GIVING CONSENT TO TFIE TRANSFER OF THE GENER AT"
PARTNERSHTP INTEREST IN MINNESOTA HOCKEY VENT`[JRES GROUP, LP OWNED
BY NAEGELE SPORTS, LLC AS REQUIRED PURSUANT TO THAT CERTAIN ARENA
LEASE AMONG THE CITY OF SAINT PAUL
t1ND MINNESOTA HOCKEY VENTURES GROUP, LP DATED AND MADE EFFECTIVE
AS OF JAN UARY 15, 1998
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WHEREAS, the City of Saint Paul is proud to have been the home of the Minnesota Wild, a
National Hockey League franchise, since the franchise was started beginning with the 2000-01
season; and
WHEREAS, the City of Saint Paul entered into an agreement with Robert O. Naegele, Jr., and
other partners of Minnesota Hockey Ventures Group, LP to jointly fund the construction of the
Xcel Energy Center on the site of the former Civic Center Arena, and
9 WHEREAS, Minnesota Hockey Ventures Group, LP also formed the Saint Paul Arena
10 Company to schedule and manage the Xcel Energy Center in arder to generate economic impact
11 in Saint Paul and surrounding communities through the booking of concerts, sporting events,
12 family shows and for all of the Minnesota Wild home games, and
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14 WHEREAS, the Minnesota Wild has played all of its home hockey games at the Xcel Energy
15 Center in downtown Saint Paul, Minnesota to sell-out crowds; and
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17 WHEREAS, Minnesota Hockey Ventures Group and the Minnesota Wild are, haue been since
18 their inception, owned by Naegele Sports, LLC owned in its majority by Robert O. Naegele, Jr.;
19 and
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WHEREAS, Naegele Sports, LLC, Robert O. Naegele, Jr. and the other limited partners of
Minnesota Hockey Ventures Group, LP have agreed to sell their interests in Minnesota Hockey
Ventures Group, LP and its related entities (including the Minnesota Wild) to entities controlled
by Craig Leipold (the `Buyers"); and
WHEREAS, Robert O. Naegele, Jr. will remain an investor in the Hockey Team in partnership
with the Buyers and will remain as a member of its Board of Directors; and
WHEREAS, the City of Saint Paul and Minnesota Hockey Ventures Group, LP are parties to a
certain Arena Lease, dated and made effective as of January 15, 1998, as amended by the First
Amendment to Arena Lease, dated January 21, 1999 (the "Arena Lease"); and
WHEREAS, pursuant to Article XX of the Arena Lease, the City of Saint Paul has the right to
consent to the transfer of the general partnership interest in Minnesota Hockey Ventures Group,
LP heid by Naegele Sports, LLC; and
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WHEREAS, the City of Saint Paul understands that the approval of the majority owner by
National Hockey League ("the League") is provided only after the League has undertaken a
thorough and complete review of the financial position and chazacter of the Buyer(s), an
interview of the Buyer(s) by other members of the NHL Boazd of Governors, and such issues of
interestto the League have been satisfactorily addressed,and
WHEREAS, the City of Saint Paul has been made to understand that the intention of the Buyer
is to continue to meet the obligations of the Arena Lease and has stated his commitrnent to
continue the traditions of excellence established by Minnesota Hockey Ventures, LP and the
Minnesota Wild, and
WHEREAS, the City of Saint Paul has determined that it shall consent to the transfer by
Naegele Sports, LLC of its general partnership interest in Minnesota Hockey Ventures Group,
LP, subject to the consent of the National Hockey League; and
WHEREAS, the City of Saint Paul would like to express its appreciation to the partners of
Minnesota Hockey Ventures Group, LP, and in particular Robert O. Naegele, Jr., for their
extraordinary efforts undertaken to return professional hockey to Minnesota and the City of Saint
Paul and for their tremendous stewazdship of the Hockey Team; and
WHEREAS, the City of Saint Paul would like to extend a warm welcome to Craig Leipold and
looks forward to working in parinership with Mr. Leipold and the new owners of Minnesota
Hockey Ventures Group, LP and the Minnesota Wild during this next chapter for the
organization.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Saint Paul
hereby consents to the transfer of the general partnership interests in Minnesota Hockey
Ventures Group, LP by Naegele Sports, LLC, subject to the consent of the National Hockey
League; and be it
FURTHER RESOLVED, that the City of Saint Paul hereby authorizes the appropriate City
officials to take such actions, enter into such agreements and execute such documents as they
determine necessary or desirable to cany out the purposes of the foregoing resolutions, including
an Estoppel Certificate in favor of the Buyers and Saint Paul Arena Company, LLC; and be it
FURTHER RESOLVED, the City of Saint Paul has been very impressed with the commitment
of Craig Leipold to the Minnesota Wild and to the City of Saint Paul and looks forwazd to
working in partnership with Mr. Leipold and the new owners of Minnesota Hockey Venhues
Group, LP during this next chapter for the organization and the Hockey Team.
FINALLY RESOLVED, that the City of Saint Paul hereby expresses its appreciation to the
partners of Minnesota Hockey Ventures Crroup, LP, and in particular Robert O. Naegele, Jr., for
their extraordinary efforts undertaken to return professional hockey to Minnesota and the City of
Saint Paul and for their tremendous stewardship of the Hockey Team.
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1 Adopted by the City Council of the City of Saint Paul, Minnesota this ,�G� of l� ,
2 2008.
Yeas
✓
Reqnested by Depariment o£
Harris
Adopted by Council: Date 3
Adoption Certified by ouncil Secretary
BY� ��P,'!.�/i'IriY�E
Approved by M or: Date 3/.�1 ��P'd�Fl
��-
BY� ° n�G1� P,� .� a , .� �,-�
By:
Approved by the Office of Financial Services
By:
Approved by City Attomey
By:
Approved by Mayor for Submission to Council
By:
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08-308
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
CO -Comcil
Confact Person & Phone:
CouncilmemberThune
266-8620
musi ce on
19-MAR-08
Doc. Type: RESOLUTION
E-DOCUment Required Y
Document Contact: Pafida Lindgren
Contact Phone: 266-8620
,7-MAR-0B
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Assign
Number
For
Routing
Order
Total # of Signature Pages _(Clip All Locations for Signature)
Green Sheet NO: 3051110
0 Comal
1 ouncl I De azm�entDirector
2 C1erk C5 Clerk
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Giving consent to the transfer of the geneml partnership interest in Minnesota Hockey Ventures Group, LP owned by Naegele Spor[s,
LLC as required pursuant to that certain azena lease among the City of Saint Paul and Minnesota Hockey VenNres Group, LP dated
and made effective as of January 15, 1998.
Planning Commission 1. Has this person/firm ever worked under a contract for this departmenl?
CfBCommittee Yes 4Jo
Civil Service Commission 2. Has this person/firm ever been a city employee?
Yes No
3. Does this person/firm possess a skill not normally possessed by any
current city employee?
Yes No
Euplain ail yes answers on separate sheet and attach to green sheet
Initiating Probiem, Issues, Opportunity (Vllho, What, When, Where, Why):
Advaripges If Approved:
DisadvanWges If Approved:
Disadvantages If Not Approved:
Transaction:
Funding Source:
Financial I nformation:
(F�cplain)
AMivity Num6er:
MBrch 17, 2008 5:14 PM
CosURevenue Budgeted:
Page� 1
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Exhibit G
FORM OF
ESTOPPEL CERTIFICATE
(XCEL ENERGY CENTER)
TffiS ESTOPPEL CERTIFICATE ("Certificate") dated as of
2008, is executed by City of St. Paul, a municipal corporation organized and existing under
Mimiesota law and its City Charter (the "Lessoz") in favor of Saint Paul Arena Company, LLC, a
Minnesota limited liability company ("Lessee"), and Wild GP Acquisition, LLC, a Delawaze
limited liability company, and Wild LP Acquisition, LLC, a Delawaze limited liability company
(collectively referred to herein as `Buyer").
Recitals
A. Buyer and the owners of 100% of Minnesota Hockey Ventures Group, L.P.
("MHVG") and the Minnesota Wild Hockey Club, LP ("MWHC") (including all interests in
MHVG and MWHC held by Naegele Sports, LLC) have entered into that certain Partnership
Interest Purchase Agreement, dated January 9, 2008 ("Purchase AgreemenP'), and upon the
closing of such Purchase Agreement all equity interests in MHVG and MWHC shall transfer to
Buyer and Buyer shall be the sole owner and general partner of MHVG;
B. MHVG is a guarantor of the Lease Agreement (as defined below) and the 100%
owner of Lessee. Lessee has assumed that certain Lease Agreement between MHVG and Lessor
dated January 15, 1998, as amended by that First Amendment to Arena Lease, dated January 21,
1999, and assigned to Lessee, pursuant to that Assignment and Assumption Agreement of Arena
Lease dated Apri126, 2000 (collectively, the "Lease AgreemenY'); and
C. It is a condition to the Closing of the Purchase Agreement that this Certificate be
delivered by Lessor for the benefit of Buyer;
Lessor certifies, warrants, and represents to Buyer as follows:
1. The Lease Agreement is in full force and effect and is a legal, valid, and binding
obligation of the Lessor and, to the Lessor's knowledge, Lessee. A true, correct, and complete
copy of the Lease Agreement along with all amendments and modifications thereto is attached
hereto as Exhibit A. The Lease Agreement commenced on and expires on
[25 years from substantiai completion]. Lessee has two (2) further
option(s) to extend the term of the Lease Agreement for an additional five (5) year(s).
2. As of the date of this Certificate, Lessee is not, to the Lessor's knowledge, in
default in the performance of the Lease Agreement (including, without limitation, performance
of any covenants, repair, maintenance, or improvement obligations, or the failure to fund any
reserves or pay any base rent, pilot payments, fees, additional rent, operating expenses, or
assessments) and has not, to Lessor's knowledge, committed any breach of the Lease Agreement,
and no notice of default has been given to Lessee by Lessor. To Lessor's knowledge, Lessor has
no defenses or offsets against enforcement of the Lease Agreement.
3. As of the date of this Certificate, Lessor is not in default in the performance of the
Lease Agreement, and no notice of default has been given to Lessor by Lessee.
4. The current fixed base rent, pilot payments, mazquee advertising payments, and
other fixed payments aze set forth on the attached Schedule 1. There aze no provisions for, and
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Exhibit G
Lessor has no rights with respect to, terminating the Lease or increasing the rent payable
thereunder, except as expressly set forth in the Lease Agreement. The current amount of the
letter of credit required by the Lease Agreement as of the date hereof and provided by Lessee for
the benefit of Lessor is $7,000,000.
5. Lessor is the current record and beneficial fee owner of the properiy subject to the
Lease Agreement, and the Lease Agreement is not subordinate, and has not been subordinated by
Lessor, to any mortgage, lien or other material encumbrance. Lessor has not encumbered or
mortgaged its interest, or granted any security interest in Lessor's fee interest in the property
subject to the Lease Agreement. No third party has an option or preferential right to purchase all
or any part of Lessor's interest in the Lease Agreement or in the properry subject to the Lease
Agreement.
6. To the knowledge of Lessor, neither Lessor nor Lessee is in violation of any
governmental law, building or zoning code, or regulation applicable to its interest in the property
subject to the Lease Agreement. Lessor is not awaze of pending eminent domain proceedings or
other governmental actions of any kind against the property subject to the Lease Agreement.
7. Lessor, and the person executing this Certificate on behalf of the Lessor, has the
full power and authority to execute this Certificate.
Lessor acknowledges that Buyer, its successors and assigns, and lenders aze entitled to
rely on this Certificate.
LESSOR:
CITY OF ST. PAUL
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Exhibit G
I�/V:11:3f117_\
(LEASE AGREEMENT, AS AMENDED)
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Exhibit G
SCHEDULEI
(CURRENT BASE RENT, PILOT PAYMENTS ETC.)
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