"Agreement" Or "Contract") Is Made and Entered As of the Day of , 2006, by and Between TEXAS A&M

MULTI-MEDIA RIGHTS AGREEMENT

THIS MULTI-MEDIA RIGHTS AGREEMENT ("Agreement" or "Contract") is made and entered as of the day of , 2006, by and between TEXAS A&M

UNIVERSITY ("University"), a component ofthe Texas A&M University System, an agency of the State ofTexas and TEXAS A&M SPORTS PROPERTIES, LLC ("Learfield"), a Missouri limited liability company owned by LEARFIELD COMMUNC ATIONS, INC. and

INTERNATIONAL SPORTS PROPERTIES, LLC.

BACKGROUND TO AGREEMENT

A. University issued a Request for Proposals May 06-0007 for the licensing of rights

associated with its radio and television programming, corporate big screen

sponsorships, electronic (fascia) and permanent and temporary signage, Aggie

Fan Zone, Intemet presence, program sales and printed materials ("RFP").

B. Learfield submitted its proposal to Umversity on December 15, 2005 ("Proposal")

and thereafter submitted a Best and Final Offer to University on January 3, 2006

("BAFO").

C. University subsequently awarded the rights granted imder the RFP to Learfield in

accordance with Learfield's Proposal and its BAFO.

D. This Agreement is intended to set forth the rights, duties, responsibilides of

University and Learfield with respect to the "Multi-Media Rights" associated with

University's athletic programs

E. For purposes of this Agreement, the Term "Multi-Media Rights" shall mean the exclusive sales and marketing rights, as hereinafter set forth, to inventory,

including, but not limited to, print, media, advertising, existing or new signage not

already contracted to other parties, and other promotional and sponsorship rights

for football, men's and women's basketball games, baseball, softball and other

intercollegiate sports; existing or new temporary signage and promotional rights

for home games; radio and certain television broadcast rights for football and

men's and women's basketball; and any other sponsor-related or promotional

rights to University's athletic programs that may be subsequentiy agreed to

between the Parties.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and the foregoing Background, University and Learfield (individually the

"Party" and jointly the "Parties") amend and restate the Original Agreement as follows:

AGREEMENT

1.1 Term of Agreement. This Agreement is effective on the date signed by both Parties

("Effective Date") and shall continue until Jime 30, 2016 unless otherwise terminated as provided herein ("Original Term"). Each contract year of the Agreement shall commence on

July 1 and end on June 30. Notwithstanding the fact that each contract year begins on July 1, the

University acknowledges and agrees that Learfield's rights and obligations under this Agreement begin on the Effective Date. On or before the end of the eighth year of this Agreement,

University agrees to negotiate in good faith exclusively with Learfield in order to arrive at mutually agreeable terms for an extension of this Agreement beyond its Original Term for a period of five (5) additional years to and including the 2020 - 2021 athletic years ("Extension Period"). Ifno agreement for an extension is agreed upon by January 1^, 2015, the University may initiate discussions with other third parties or enter into its competitive RFP process and

University will not be considered to be in breach ofthis Agreement.

If this Agreement is extended for the Extension Period, Learfield will pay University an

Extension Period bonus in the amount of $250,000.00.

1.2 Mutual Cooperation. Throughout the Term of the Agreement, it is the Parties'

intention to cooperate to maximize the opportunities that will foster growth in both the amoimts

and the potential sources of revenue under this Agreement. To that end, the Parties, including

University's Athletic Director will meet, as they mutually agree is necessary, to discuss the rights

and inventory, inventory defined as those University advertising areas, rights or similar assets

fi-om which Learfield may generate revenue as fiirther described but not limited to those items in

Section 2.11.1, granted to Learfield and any imexpected problems arising therefi-om to arrive at

mutually satisfactory solutions. The General Manager of TEXAS A&M SPORTS

PROPERTIES, LLC will be encouraged to attend regularly scheduled University Athletic

Department Senior Staff meetings and will meet each month with University's Athletic Director

or his designee at times mutually agreeable to the Parties. In addition. University will use

reasonable efforts to clearly and concisely define for University's staff the specific roles and

responsibilities which Learfield will undertake with University's Athletic Department, including,

but not limited to, any agreements Learfield enters into with University's coaches which

Learfield and University mutually determine will help maximize revenue generating

opportunities. Learfield agrees any contracts with University coaches are subject to University's

prior written approval, such approval not to be unreasonably withheld. Learfield will keep University informed on a regular basis and/or upon request by University of its sales and marketing plans as well as its current activities.

1.3 Additional Multi-Media Rights. Although this Agreement includes specific rights granted to Learfield, it is agreed that fi'om time to time opportunities for additional Multi-Media

Rights may arise or be created that might not have been contemplated or specifically mentioned in this Agreement, including, but not limited to, Learfield finding additional ways to leverage the existing inventory ("Additional Rights"). As prior written approval, which approval will not be unreasonably withheld, by University ofthe Additional Rights becoming part ofthe Multi-Media

Rights granted to Learfield under this Agreement is required, Learfield is granted the first rights to a sixty (60) day period, as such period is agreed to by the parties in writing, during which

Learfield may negotiate for University approval of such Additional Rights. If no agreement is reached, Learfield's exclusive right to negotiate for Additional Rights terminates at the end of the aforementioned sixty (60) day period. If the nature of the Additional Rights requires the addition of a significant item of inventory that did not already exist in an athletic venue in any fonnat and it materially alters the athletic venue within which such item of inventory is to be used, then Learfield will notify University of such new inventory item in order to obtain

University's approval of such new inventory item, which approval will not be unreasonably withheld. As a point of clarification, the rights granted to Learfield under this Agreement are those University controlled rights. Learfield acknowledges and agrees other (post season or bowl) sponsors may retain certain rights that University is unable to convey and Learfield will not consider University in breach of this Agreement if University is unable to convey rights owned by such sponsors. For fiarther clarification. University retains ultimate approval, which approval will not be unreasonably withheld, regarding any use of its inventory not granted to

Learfield at the time of execution ofthis Agreement.

2.1 Grant of Exclusive Radio Broadcast Rights. University grants to Learfield, subject to any restrictions and modifications set forth by this Agreement, the exclusive rights to make live radio broadcasts of all pre-season, regular-season, and post-season football games and all exhibition, pre-season, regular-season and post-season games for men's basketball and women's basketball games, baseball games, and softball games, including satellite radio and

Spanish radio broadcasts. All of such broadcast rights shall be exclusive to Learfield and shall also include any game or games selected for broadcasting by any local, regional or national radio network, subject, however to any currently existing contracts, commitments or any currently existing rules goveming University as a result of its affiliation with the Big Twelve Conference or the National Collegiate Athletic Association (''NCAA") which could limit such exclusivity.

(University represents that it has to the best of its knowledge has provided to Learfield, prior to execution of this Agreement, copies of all such contracts, rules and regulations then existing).

University acknowledges that broadcast rights to post-season conference and national toumaments is important to Learfield's revenue, and if such rights are not available to Learfield, then University shall negotiate in good faith with Learfield for a fair and equitable reduction in

Learfield's guaranteed rights during the time the rights are unavailable. Rights to these specified games are exclusive of all other individual and independent networks except those officially designated as origination stations or networks by radio stations considered by University as part ofthe radio following the opposing team involved in the game being broadcast. Notwithstanding the exclusive rights granted to Learfield under this Section 2.1, and subject to University's approval. University student stations may broadcast games, but only on a low power radio station which will not carry any commercial underwriting or commercial sponsorship or advertising of any kind for such game.

Learfield shall use its best efforts to provide the widest exposure in the most professional manner relative to all broadcasts.

2.2 Network. Learfield shall develop a network ("Network") of radio stations to carry programming, to include all football and men's and women's basketball games, as technically possible and at the option of the affiliates, throughout Texas. Learfield will use every effort to provide fiill and complete coverage in the State of Texas, with particular emphasis on the

College Station/Bryan, Houston, Austin, San Antonio, Dallas, Lubbock, Waco, Amarillo, El

Paso, Corpus Christi, Tyler-Longview, Beaumont-Port Arthur, Wichita Falls, Midland-Odessa,

San Angelo and Temple-Belton-Killeen markets, particularly as it relates to program clearance for football, men's basketball and baseball. In order to enhance the coverage ofthe Network,

Learfield shall provide an additional expenditure of $75,000 in the first athletic year with an escalation of 5% per athletic year over and above the amount of $150,000 currentiy being expended ("Additional Clearance Amount") to either upgrade the coverage of the Network in existing markets such as Dallas or Austin or to expand the coverage into markets not currently covered under any existing affiliation agreement.

2.3 On-Air Talent. Learfield will employ, at its own expense, any and all personnel

Learfield deems necessary to conduct broadcasts covered by the Agreement. Final selection of all air talent for all games, including, but not limited to pre-game, post-game, coaches' shows and other events to be broadcast must have the approval of University which approval will not be unreasonably withheld. Learfield will pay the play-by-play aimouncer for football, men's basketball, and baseball (currentiy Dave South) a minimum annual amount of $27,500. The

University may request that Learfield pay this amount directly to the University, on a payment

schedule to be mutually agreed upon.

2,4 Programming. At the sole cost and expense of Learfield, Learfield shall produce,

originate, broadcast and distribute the following programming, in a quality at least

commensurate to the quality of broadcasts historically provided by Clear Chaimel

Communications during the 2005 - 2006 athletic year, with state-of-the-art equipment and

quality:

A. Football. Men's Basketball and Baseball Games. Learfield will provide live

broadcasts of each (i) pre-season, regular-season, conference championship and bowl

games for University varsity football, which may include the spring football game; (ii)

each pre-season, regular-season and post-season men's basketball game; and (iii) each

regular-season and post-season baseball game. Each broadcast shall include pre-game

and post-game shows with live or taped, as available, coaches' interviews, in addition to

comprehensive description of game action. The football pre-game tailgate show for all

home games shall be a minimum of 2 hours in length. Learfield shall pay for and provide

for a play-by-play aimouncer, a color commentator, a producer, and pay all costs

associated with the operation and production ofthe Network.

B. Women's Basketball Games. Learfield shall produce and clear locally each

regular-season and post-season women's basketball game. Each broadcast of women's

basketball games, to include, at a minimum, a fifteen (15) minute pre-game show and a fifteen (15) minute post-game which shall include either live or taped, coaches' interviews, in addition to comprehensive description of game action. Learfield shall pay for all costs associated with the operation and production of the Network. Learfield will also offer to the entire Network the opportunity to clear and distribute select women's basketball games which the other affiliates on the Network may choose or not choose to broadcast.

C. Coaches' Radio Shows. Learfield shall produce, sell and commercially distribute a weekly coaches' radio show for football, men's basketball and women's basketball and make all shows available to Network affiliates, subject to technical constraints, and at the option ofthe affiliates. Learfield will produce and clear approximately twenty-five (25) football and men's basketball weekly coaches' shows each year that will be sixty (60) minutes in length. University will make available and provide the services ofthe head coaches of each such coaches' show and University will pay the compensation of each coach for such shows. Further, Learfield is hereby granted the exclusive rights, at its option, to produce coaches' radio shows for other sports. University shall require coaches to be in attendance at each show agreed to under such contracts, provided the time commitments undertaken by each such coach is consistent with the coach's primary coaching responsibilities. The coaches' shows may be broadcast with the coach participating by telephone in certain limited pre-arranged instances, or, through an assistant coach under certain limited circumstances. However, University shall make best efforts to provide such head coaches shows live. In this regard, it is agreed that a period of time which is sufficient for the production of a sixty (60) minute weekly radio show will not unduly interfere with a coach's primary responsibiHty to University.

Learfield shall notify University at least ninety (90) days prior to the commencement of any season whether it intends to broadcast coaches' shows for any sport in addition to football, men's basketball and women's basketball. In the event

Learfield does not broadcast coaches' shows for any sport other than football, men's basketball and women's basketball. University may, if it determines there is interest, produce or have produced a coaches' show for sports other than those identified above.

Learfield may sell a specific placement ofany or all ofthe coaches' shows at a location to be determined by Learfield, such as a local restaurant or other campus or off-campus location and University will make the coach available at such location

D. Aggie Sports Todav. Learfield will offer to the affiliates ofthe Network a 3-minute daily radio program to be known as "Aggie Sports Today". This program will focus on timely news, interviews, scores and schedules pertaining to University Athletics which will cover not only football, baseball and men's and women's basketball but also

Olympic sports. This program will air for approximately 32 weeks begirming with the end ofthe summer football practice sessions and ending with the conclusion ofthe men's basketball season; however, the number of weeks may be expanded to include the spring sports season, upon mutual agreement Learfield and University.

E. Athletic Intemet Site and Intemet Video Streaming and e-Commerce. While

University will control and produce its official athletic website and Intemet video- streaming and e-commerce. University hereby grants to Learfield the exclusive rights to all revenue generating opportunities, with the exception of apparel and auction items, which now exist on the University's Official Athletics Website ("OAS")

(www.aggieathletics.com) including, but not limited to, all rights to sell advertising and

sponsorships in the form of company logos and messages on University's OAS, direct

intemet access to other websites if such sponsorships are approved by University, which

approval will not be unreasonably withheld, as well as all other opportunities which now

or in the future may exist on the OAS, including, but not limited to, audio and video

streaming, premium content and other revenue opportunities connected with the OAS.

All resulting revenue derived by Learfield shall be added into the calculation of AGR (as

hereafter defined).

F. Technical Requirements. Learfield shall satisfy University as to all technical

requirements, including, but not limited to, digital quality, which are necessary to

adequately broadcast events and coaches' shows.

2.5 Satellite Radio Rights and Additional Broadcast Rights. During the Term of this Agreement, Learfield shall use reasonable efforts to secure satellite radio rights, at no charge to University. Learfield shall be entitied to all rights fees relative thereto. Notwithstanding anything contained in Section 2.1 through 2.4 to the contrary, it is agreed that from time to time forms or methods of additional distribution rights may arise or be created that might not have been contemplated or specifically mentioned in this Agreement, and these rights shall be subsequently included in the rights granted to Learfield, and the net revenue fi'om such rights shall be added to tiie AGR.

2.6 Football, Men*s Basketball and Women's Basketball Coaches* Television

Shows. Learfield shall have the exclusive rights to broadcast and sell advertising in weekly

10 coaches' television shows for football and men's basketball. Learfield shall also have the exclusive rights to broadcast and sell advertising in a women's basketball coach's television show, if the parties mutually agree to produce such a show in the future. If the parties agree to proceed with a women's basketball coach's television show, the parties agree to negotiate an appropriate amount of revenue to University to recover the compensation of coaches and show hosts; production; and distribution for all shows paid by University. Learfield may sell a specific placement of the show at a location to be determined by Learfield, such as a local restaurant, subject to the reasonable consent of University and the respective coaches. Should

Learfield desire to place the show outside the College Station/Bryan area, such change will be mutually agreed upon by Learfield and University. University shall require coaches to be in attendance at each show agreed to under such contracts, provided the time commitments undertaken by each such coach is consistent with the coach's primary coaching responsibilities.

Coaches will be encouraged but shall not be required to attend coaches' shows in person ifthe show is broadcast from outside the College Station/Bryan area. In this regard, it is agreed that a period of time which is sufficient for the production of a thirty-minute weekly coaches' television show will not unduly interfere witii a coach's primary responsibilities to University.

2.7 Third Tier Television Rights, Other Television Rights and The Aggie Channel.

Learfield shall have the exclusive rights to broadcast a minimum of 8 - 10 men's basketball games, 3-5 women's basketball games, 3-5 baseball games and other selected Olympic sports

("Third Tier Television Rights") and will use its best efforts to clear such games on a station wide network of television stations covering the CoUege Station/Bryan areas. In addition to the

Third Tier Television Rights, Learfield shall, at its option, also have the exclusive rights to

11 broadcast other television programming at its expense which is not otherwise prohibited by

University's existing agreements, the Big Twelve Conference or the NCAA ("Other Television

Opportunities"). Such Other Television Opportunities include, but are not limited to, men's and

women's basketball games, football games, football bowl preview shows live fi-omth e bowl site,

a video season ticket podcast, football replay shows, baseball games, and video magazine show.

Learfield will also have the exclusive right to operate a virtual channel (via television and/or as

part of the OAS) operated for University fans worldwide to be known as "The Aggie Channel"

which will offer a diverse array of University athletic programming ranging fi'om replays of each

football game to video versions of the weekly football coach call-in show, pre-season football

and baseball specials and post-season highlights. Learfield will retain all revenue generated from

the Third Tier Television Rights, the Other Television Opportunities and The Aggie Chaimel and

such revenue will be part of AGR as hereafter defined.

2.8 Miscellaneous Terms Applicable to Coaches. Subject to the coaches sponsorship

rights, University will encourage its coaches to cooperate with Learfield should Learfield need to

obtain an endorsement that is beneficial in maximizing the income fi'om the rights granted under

this Agreement; nevertheless, Learfield acknowledges that coaches shall not be required to

endorse a particular product. University will use its best efforts to prevent its coaches from

participating, directly or indirectly, in the endorsement of any product or service that competes

with the products or services offered by Learfield's advertisers or sponsors. Except as set forth

herein, University will encourage its coaches to cooperate with Learfield to accommodate

reasonable requests of Learfield for its sponsors (such as special appearances, autographs, and

letter-writing). University will also encourage its coaches to endorse only those corporations that

12 are not in competition with the sponsors secured or being pursued by Learfield. Coaches will be compensated by Learfield for endorsements made by the coaches at Learfield's request. Any such endorsements and monies paid to coaches by Learfield must conform to University, State of

Texas, and NCAA rules and guidelines.

2.9 Video/DVD Rights. If Learfield and University mutually agree that a season ending highlight video or DVD is warranted for a particular team, University shall, at its expense, produce or cause to be produced and sell or cause to be sold, such video or DVD.

Revenue derived therefrom will be paid by Learfield to University as reimbursement for the cost of producing and selling the video or DVD. Any net revenue (in excess ofthe cost of producing and selling the video or DVD) shall be considered part ofthe AGR.

2.10 Game Program Production and Advertising Rights.

2.10.1 Football. Learfield shall have the exclusive right to print, publish, distribute and sell advertising space in football game programs (or similar game day publications) for all home games played by University and those designated as home games although played on a neutral site, during its regular seasons.

2.10.2 Men's and Women's Basketball: Baseball. Learfield shall have the exclusive right to sell advertising space in men's and women's basketball game programs and men's baseball programs (or similar game day publications) for all home games played by

University and those designated as home games although played on a neutral site during its regular season.

2.10.3 Matters Relating to All Programs. All costs of printing and distributing all athletic game programs will be the responsibility of Learfield. The quality and quantity of the

13 game programs will be not less than what has historically been produced on a per-game basis for

University based on sales demand. University shall be responsible for providing all written content and editing thereof that is required for each program and will work with Learfield to determine the design of programs and in some instances will be responsible for design elements of the programs. University retains final control of all content, but not advertising, of its game day publications. To that end. University shall be responsible for supplying Learfield or its printer with game program content not less than 35 days prior to a program's publication.

Learfield will provide University with a mutually agreeable reasonable number of complimentary programs for football and men's and women's basketball games. [In addition to the advertising revenue from game day programs, Learfield will retain all game day vending revenue from Program sales which shall be added to the AGR.

2.11 Advertising Signage. University grants Learfield the exclusive rights to sell advertising on all the existing as well as all the future permanent signage (electronic or otherwise) and temporary signage in all University athletic venues, including, but not limited to,

Kyle Field, Reed Arena and Olsen Field and further grants to Learfield the exclusive rights to sell advertising on all permanent and temporary signage, in all other University athletic venues.

Learfield recognizes that the signage rights on the existing scoreboard in the west end of Reed

Arena and signage in the Student Recreation Center Natatorium are not controlled by the Texas

A&M Department of Athletics and are therefore excluded from this Agreement. The foregoing notwithstanding. University reserves the rights to utilize signage (electronic or otherwise) for pre-game, half-time, quarter breaks, game time-outs or post-game for University's need to promote sports. University or University events or accomplishments, or athletically-related

14 activities as deemed reasonably necessary by University but in no event for any commercial underwriting or commercial sponsorship or advertising of any kind. However, University shall have the right to mention and briefly show sponsor names for the 12 Man Rewards Program,

Get to the Grid, the 12*^ Man Team, and programs of a similar nature.

2.11.1 Athletic Venue Advertising Rights. The specific athletic venue advertising rights will include, but not be limited to, the following existing signage:

Kyle Field Elements:

> University's fixed scoreboard signage for Kyle Field

> Any sideline and end-line advertising panels

> Facade and concourse signage

> Tunnel signage, if approved by the University

> Electronic ribbon-board fascia displays

> Video displays

> Temporary signage for events as approved by University which approval will not be

unreasonably withheld

> Message Center displays

> Videoboard advertising displays and promotions at all events at Kyle Field

> Public Address announcements at University events

> Concourse displays

> Press conference backdrops

> Coaches' headsets

> Temporary logo rights on the field if they are pennitted by the Big Twelve

15 Conference and approved by the University. Learfield shall be responsible for all

expenses relative to said logo rights on the field.

> Plastic souvenir cups and concession (food) containers.

> Field Goal Net signage, if permitted by the Big XII Conference

> Football Goal Post pad signage, if permitted by the Big XII Conference

> Cup Holders

> Other opportunities as reasonably approved by University

Reed Arena Elements:

> Rights to University's main scoreboard ad panels, auxiliary boards, fascia and

vomitory displays

> Any scorer's table, press row or baseline table advertising panels (rotational or static)

> Message center displays

> Video advertising displays

> Public address armouncements

> Basketball goal post padding subject to NCAA mles

> Basketball backboard supports subject to NCAA rules

> Basketball chairbacks subject to NCAA rules

> Temporary or permanent playing surface logo opportunities, if approved by the

University

> Shot clock advertising panels subject to NCAA rules

> Static signage opportunities that either currently exist or which Learfield may elect to

sell in and around concession areas, facility entries/exits, restrooms, concourses.

16 portal entries/exits into seating areas, if approved by the University.

> Concourse and lobby displays

> Temporary signage and displays for special events

> Plastic souvenir cups and concession (food) containers

> Electronic ribbon-board fascia displays

> University, opposing team and scorer's table Chairback advertising

> Press Backdrop

> Team entry cover signage

> Blimp signage

> Other opportunities as reasonably approved by University

Olsen Field Elements:

> Main scoreboard video displays

> Main scoreboard LED displays

> Main scoreboard static basket and panels

> Outfield wall signage, if approved by University

> Message Center displays

> Video advertising displays

> Public address armouncements

> University and opposing dugout signage

> Playing surface logo opportunities as reasonably approved by University

> Static signage (existing) or which University may select to sell in and around

concession areas, facility entries/exits, restrooms, concourses, portal entries/exits into

17 seating areas

> Temporary signage and displays for special events

> Plastic souvenir cups and concession (food) containers

> Field employees clothing and equipment for ball boys, managers, etc. but not umpires

> Other opportunities reasonably approved by University

Olympic Sports Elements:

> Main scoreboard ad panels

> Any sideline and end-line advertising panels

> Message center displays

> Video advertising displays

> Public address announcements

> University and opposing team dugout and bench signage

> Temporary or permanent playing surface logo opportunities

> Static signage opportunities that either currently exist or which Learfield may elect to

sell in and around concession areas, facility entries/exits, restrooms, cx)ncourses,

portal entries/exits into seating areas

> Temporary signage and displays for special events

> Plastic souvenir cups and concession (food) containers

> Other opportunities as reasonably approved by University

> Press Backdrop

2.11.2 Existing Message Board. Videoboard Rights, and Public Address

Announcements. University grants Learfield the exclusive rights to secure sponsors for

18 announcements, messages and videoboard displays on existing public address, electronic ribbon

boards, scoreboards or videoboards including, but not limited to, out of town scores, trivia,

statistics, features, segments, replays, commercial logo branded messages and contests.

University will provide Learfield and its advertisers the necessary production and execution

support needed for such announcements and messages at no cost to Learfield. The amount of

necessary production and execution support provided will be reasonable and commensurate to

that amoimt provided by University for University sponsors in the past. Any production and

execution support over and above these reasonable amounts will be billed to Learfield by

University at prevailing rates. University shall approve all video board content.

2.11.3 Maintenance of Advertising Signage. Message Boards and Videoboards.

Learfield shall be responsible for all costs and expenses relative to any copy or art changes or

replacement of existing signage, including, but not limited to, the identification of new sponsors

or the repair or upgrade of existing sponsor signage. University will be responsible for the

maintenance of both the existing and any new permanent signage and equipment, including the

videoboards, rotating signage and static signage. University will guarantee that all such signage

will be fully functional and operational, and will promptiy make any repairs necessary. Learfield

will be responsible for maintenance ofthe DLP at Reed Arena.

2.11.4 Upgrade of Big Screens and Stadium Signage (Cornerstone Sponsorships).

University will be upgrading its big screen and fascia signage in 2006 at Kyle Field, in Reed

Arena and at Olsen Field, and with a portable big screen that can be used at over 100 other

events (collectively the "New Signage"). Learfield will be permitted to provide input regarding marketing and sponsorship into the design and content of the New Signage. In addition.

19 Learfield shall be granted the exclusive right to sell advertising on such New Signage as part ofa program to be known as the "Comerstone Sponsorships". A "Cornerstone Sponsor" is defined as a sponsor who purchases fixed signage on Kyle Field and Reed Arena Video Board

Structures. For the purposes of calculating the Comerstone Sponsorship percentage amounts listed below, any additional sponsorship benefits received by a Comerstone Sponsor (such as radio commercials or game program advertisements) will be deducted at rate-card rates from the total cost ofthe Comerstone Sponsorship. Learfield shall have the exclusive right to sell one or more Comerstone Sponsorships. All inventory associated or related to a Comerstone

Sponsorship shall be determined by Learfield, with University approval, such approval not to be unreasonably withheld. Learfield shall retain all of the revenue generated from the sale of inventory comprising a Comerstone Sponsorship and shall pay University a guaranteed fee for the rights associated with the Comerstone Sponsorship along with a stated percentage of any amount in excess ofthe net revenue which exceeds the Guaranteed Fee as follows:

Year Guaranteed Amount Percentage Share Over

2006 - 2007 $1,100,000 35% over tiiis amount

2007 - 2008 $1,125,000 35% over tiiis amount

2008 - 2009 $1,150,000 35% over tiiis amount

2009 - 2010 $1,175,000 35% over tiiis amount

2010 - 2011 $1,200,000 35% over tiiis amount

2011-2012 $1,225,000 35% over tiiis amount

2012 - 2013 $1,250,000 35% over this amount

2013 - 2014 $1,275,000 35% over tiiis amount

20 2014 - 2015 $1,300,000 35% over tiiis amount

2015 - 2016 $1,325,000 35% over tiiis amount

Option Years:

2016 - 2017 $1,350,000 35% over tiiis amount

2017 - 2018 $1,375,000 35% over this amount

2018 - 2019 $1,400,000 35% overtiiis amount

2019 - 2020 $1,425,000 35% over tiiis amount

2020 - 2021 $ 1,450,000 35% over tiiis amount

The Guaranteed Amount under this Section 2.11.4 ofthis Agreement shall be paid in quarter- annual installments together with the Guaranteed Rights Fee under Section 4.1 of this

Agreement. Any additional amount to be paid under this Section 2.11.4 shall be paid at the time designated for the payment ofthe revenue sharing amount under Section 5.1 ofthis Agreement.

The revenue received by Learfield from the Comerstone Programs shall not be added to the revenue amount under Section 5.1 ofthis Agreement.

2.11.5 New Inventorv Items. In addition to the upgrades described in Section

2.11.4 above, it is understood and acknowledged that from time to time University may wish to install new items or upgrade existing items which are capable of adding to the inventory available under this Agreement or enhancing the existing inventory (**New Inventory Items").

The net revenue received by Learfield from any New Inventory Items and the New Videoboard shall be added to the AGR each year.

2.11.6 Temporary Signage. University, at no additional cost or expense, agrees to help facilitate Learfield obtaining the exclusive rights to sell or create temporary signage

21 opportunities at University games or events which occur at a neutral venue. Any such temporary signage shall be paid for, erected, maintained and operated at the sole cost and expense of

Learfield.

2.12 Naming Rights. 11/3/06 - Subject to System Policy 51.06, Naming of Building and other entities, as amended, ifthe University pursues a corporate naming rights agreement for any of its athletic venues, Learfield Communications, Inc. shall have the first opportunity through its wholly owned subsidiary company. Team Services, LLC, ("Contractor") to negotiate in good faith with University for a reasonable length of time an exclusive agreement for Team

Services to represent University in solicitation of corporate sponsors for such naming rights. In the event Learfield or Team Services, LLC is unable to secure an agreement with a corporate sponsor for naming rights under this first right of refusal. University may then negotiate with corporate sponsors. However, University may intemally pursue, at its discretion, naming opportunities without payment of a commission to Contractor (for example, a facility named after a donor). However, to protect Learfield's financial relationship with sponsors, if a Naming

Rights Agreement is secured from an existing sponsor (regardless of whether Learfield, Team

Services, the University, or some other entity secures the existing sponsor) and such existing sponsor elects to reduce or eliminate the dollar amount of its sponsorship with Learfield in relation to the University, then Learfield will be reimbursed by the University for the loss in sponsorship revenue at an amount equivalent to the dollar amount of the sponsorship, less the pro-rated share of such amount that the University would be entitied to under the terms of this

Agreement. The above mentioned Naming Rights agreement and subsequent reimbursement to

Learfield applies only to those commercial sponsors and does not apply to those naming rights

22 the University may grant to its private donors.

2.13 Promotional Items and Events. University grants Learfield the exclusive rights to

the following promotional items and events:

2.13.1 Printed Promotional Item Rights. Learfield will have the exclusive right

to sell advertising on all University printed promotional items including, but not limited to, team

rosters, ticket backs, parking passes, roster cards, media guides, ticket applications and mailer

inserts, ticket envelopes, posters, sports calendars, fan guides, trading cards and schedule cards

("Printed Materials"). University and Learfield will mutually agree on an annual basis upon the

sponsors, content and amounts of Printed Materials. However, the quantity (numbers produced)

and quality will be no less than was being produced by or for University historically. University

currentiy produces the following quantities:

Schedule Cards:

Football 140,000

Men's Basketball 45,000

Women's Basketball 45,000

Baseball 45,000

Softball 10,000

Soccer 14,000

Volleyball 14,000

Posters:

Football 6,000

Men's Basketball 3,000

23 Women's Basketball 3,000 n'** Man Rewards Fall 3,000

12*^ Man Rewards Spring 3,000

Soccer 1,000

Volleyball 1,000

Softball 1,000

Baseball 1,000

Swimming & Diving 1,000

Teimis 1,000

Equestrian 1,000

Golf 1,000

Cross Country 1,000

Schedule Magnets

Football 8,000

Men's Basketball 2,000

Women's Basketball 2,000

Volleyball 1,500

Soccer 1,500

Baseball 2,000

Softball 1,000

University will be responsible for the design of Printed Materials. All expenses and costs of historical Printed Materials will be the responsibility of Learfield.

24 2.13.2 Game Sponsorship and Promotional Advertising Rights. Learfield will have, at a minimum, the right to secure sponsors for pre-game, game **time-outs", half-time, and quarter breaks (with the exception of the break between the 3"* and 4* quarter of football games, when the Aggie Band plays the War Hymn), sponsored promotional activities and special game day on-field and on-court promotions or contests as well as official game sponsorships.

University reserves the right to use, at no cost and expense to Learfield, any pre-game, game

"time-outs", half-time, and quarter breaks for University's need to promote Umversity fimdraising efforts, development projects, sports, upcoming University events or University accomplishments, or athletically related activities. However, the parties shall negotiate in good faith Learfield's ability to sell inventory during such periods as may be advantageous to the parties under this Agreement. Promotional activities may include, but are not limited to, premium item giveaways, fan contests on the field, floor, or in the stands, sponsored entertainment acts, product samplings, inflatables, games, temporary signage, couponing and free product distribution and product displays; provided, however, this is not intended to exclude approved University student organizations' fundraising activities and other similar on-field/on- court recognition. By the 15^^ day of February each year, Learfield will coordinate and discuss with University an annual game/event promotions sales plan. University will provide Learfield with assistance in the sponsorship, promotions and implementation/facilitation as needed during these game-related activities.

2.13.3 Game Dav Hospitalitv Rights. University shall retain the rights to corporate hospitality tents and related group ticket sales ("Hospitality Rights").

2.13.4 Fan Festival Rights. Learfield shall have the exclusive right to sell

25 sponsorship and corporate involvement for any interactive fan festival or related activities such as the Aggie Fan Zone as well as those that Learfield creates in the future for other events such as men's and women's basketball. The net sponsorship revenue from such events shall be added to the AGR. University will retain the right to provide space in the Aggie Fan Zone at no cost to

University's media partners. University shall have approval of all vendors in the Aggie Fan

Zone.

2.13.5 Licensing Opportunities & Retail Promotions. Subject to the prior written approval of University's Trademark and Licensing Office, and commensurate with historical broadcast and sponsorship agreements, and subject to existing licensing agreements. University grants Learfield the right to use University's name, trademarks, service marks, logos or symbols at no cost to Learfield for intemal purposes. Sponsors' use of University trademarks and logos require prior written approval from the Trademark and Licensing Office with regard to any promotions, sponsorships, commercial endorsements, or any other marketing activities covered in this Agreement; provided, however, Learfield agrees that the sale or giveaway of University logo bearing merchandise by Learfield or a sponsor is prohibited unless such sale and giveaway occur through a licensed University provider. The Guaranteed Rights Fee is based in part upon

Learfield's ability to continue to sell specific sponsorships in public places which makes use ofa

University logo ("Specific Sponsorships"). Learfield agrees to have ongoing communication with the Director of the Intemet and Special Projects (in the University's Department of

Athletics) regarding any sponsorship that includes the use of University's name, trademarks, service marks, logos, or symbols. Learfield shall obtain final written approval from the

Trademark Licensing Office before use of University's trademarks. Learfield shall have the right

26 to sell Specific Sponsorships throughout the term ofthis Agreement subject only to University's written approval ofthe style and presentations ofthe Specific Sponsorship in order to verify that it is in fact a sponsorship. Such approval will not be unreasonably withheld. If Learfield is prohibited from selling Specific Sponsorships at the same or higher historical levels, the Parties will agree upon an appropriate offset against the Guaranteed Rights Fee.

Learfield and those Learfield sponsors of University will have the right to use tickets in their retail promotions and all their projects which are related to Learfield's rights under this Agreement. University and Learfield will prohibit the use of athletic event tickets for promotional purposes (that specifically compete with Learfield's sponsorship sales efforts

("Restriction")) by all other parties without the approval of University and Learfield. University agrees to place an appropriate notice on all athletic event tickets in order to give effect to the

Restriction.

2.13.6 Hospitalitv Tent. University shall provide to Learfield, at no cost to

Learfield, space for hospitality tents for its clients at all University home football games as well as all football games played at a neutral site if University is designated as the home team.

2.14 Rivalry Series. The Parties will cooperate in the development of additional promotional marketing opportunities, including, but not limited to, the right to market and/or create one or more corporate-sponsored rivalry series for all athletic events. Specific details of any new rivalry series events will require the approval ofthe University which approval will not be unreasonably withheld. Any rivalry series which is created by Learfield as well as all neutral site games whose rights belong to University and not the other team (with the exception of any

Texas Tech football game played in Dallas) shall be Learfield's rights on an exclusive basis.

27 including advertising, game sponsorships, print rights and all other promotional items. As part ofany future agreement for a neutral site game whose rights belong to the University (including any Texas Tech football game played in Dallas), University will prohibit the solicitation of any

Texas A&M/ Learfield client in a major sponsorship category (including, but not necessarily limited to, telephone, insurance, banking, and automobile), and will prohibit the solicitation of any competitor of a Texas A&M/Learfield client in a major sponsorship category, for a titie sponsorship and secondary or "presenting" sponsorship.

2.15 Existing University Exclusive Contracts. Learfield acknowledges University, at the time of execution of this Agreement, maintains exclusive agreements, inciuding, but not limited to, an exclusive beverage contract with Coca-Cola through August 31, 2010, an exclusive bookstore management contract v^th Bames and Noble through December 31, 2015, an exclusive sidelines beverage contract with Stokely Van Camp through July 31, 2008 and an exclusive all-sports agreement with Nike through August 31, 2007. Learfield agrees it will not promote, advertise nor infer a University affiliation with, competitors to the University exclusive agreements listed above. The University maintains an exclusive rivalry series agreement with Host Communications though August 31, 2008 related to the Lone Star Showdown. Learfield acknowledges University will use its best efforts to include Learfield in discussions at the expiration of the agreement but any extension or change in terms of the rivalry agreement requires additional approval of Host Communications, Inc. and the University of Texas-Austin. 3.1 Suites, Entertainment Space, Tickets, Parking and Other Merchandising/Hospitality.

University shall provide Learfield, at no cost to Learfield, the following amount of tickets to football, men's and women's basketball games and baseball games ("Base Ticket Amount") with tickets allocation to the respective sports to be agreed upon by University and Learfield but to be consistent with historical allocations used by University. The Donation Amount below shall be used to assist the parties in determining the location ofthe tickets in the respective sports.

Ticket Amount Donation Amount

28 2006-07 season $205,000 $35,000 2007-08 season $190,000 $50,000 2008-09 season $170,000 $70,000 2009-10 season $140,000 $70,000 2010-11 season $100,000 $70,000 2011-12 season $90,000 $80,000 2012-13 season $90,000 $80,000 2013-14 season $90,000 $80,000 2014-15 season $90,000 $80,000 2015-16 season $90,000 $80,000

The donation amounts above will be used to provide Learfield access for some of its tickets in those sections (for football and men's basketball) requiring a set license fee. Donation dollars cannot be used in sections that are already sold out (for example, suites and club seats in football and floor and courtside seats in men's basketball). Learfield will be allowed to keep seats occupied in the 2006-07 for future seasons at the then current University designated price for seat license and ticket costs. Learfield shall have the same choice as any donor on all upgraded seats each year following the donor renewal period. The donation dollars above cannot be used for suites or club seats in football or floor seats in men's basketball. In addition to the above noted ticket amounts, Learfield shall be entitled to receive at no cost to Learfield the following amount of tickets for baseball and women's basketball:

Baseball: 100

Women's Basketball: 100

During each year of the Agreement, University will provide Learfield the right to

29 purchase 40 tickets to University post-season football special events (i.e., Big Twelve

Championship Game), 40 bowl game tickets; 20 men's and women's Big Twelve conference basketball Championship tickets and 12 men's and women's basketball conference all session

toumament tickets; 20 men's and women's basketball NCAA first- and second-round tickets, 32

NCAA men's and women's regional tickets, and 50 Men's and Women's Final Four tickets;, 20

baseball conference all session toumament tickets, 20 baseball tickets to all NCAA preliminary

round championship games and 20 baseball tickets to each game in the NCAA College World

Series contingent upon University teams advancing to the respective post-season game or level.

The quality of the tickets allocated to Learfield will be proportional to the quaUty of the total

tickets made available to University. If, for example, one-third of University's tickets are in the

lower level ofthe Big Twelve Toumament, one-third of Learfield's allocation of tickets will be

in the lower level, as well. University will provide parking passes at cost to Learfield on an "as

available" basis. In addition, University will provide at no cost to Learfield, three (3) VIP

football parking passes.

As set forth in Schedule 3.1A, University has executed various advertising and

sponsorship agreements, all of which will now be managed, serviced, sold or re-sold by

Learfield, included in the rights fee consideration and all of the revenue derived therefrom shall

belong to Learfield. Specifically, the University's contract with Wells Fargo provides a net

yearly value of $90,000.00 and the University's contract with Verizon provides a net yearly

value of $120,000.00. University will continue to provide Learfield fiilfilhnent benefits at the

current levels under each of such agreements throughout the term of this Agreement, including

tickets, hospitality, suite access, parties, trips, signage, merchandise, etc. Learfield shall work

30 with University in order to maintain such agreements and to obtain renewals of such agreements.

On an account by account basis, the Parties will determine which Party is best suited to collect the revenue from such agreements. If University collects any revenue from any such agreements, it shall notify Learfield and the revenue collected by University shall be deducted from the Guaranteed Rights Fee.

3.2 Parking, Travel, Use of Facilities, Staffing and Learfield Functions:

University will also provide all-access credentials and parking on all game days for

Learfield's staff members and its senior executives.

B. University will pay for the travel expenses for Learfield's radio crew (consisting

of 4 persons for football and two persons for men's and women's basketball) on the

team's charter to such away games in which University's football, men's basketball and

women's basketball, and baseball teams appear but Learfield will be responsible for the

broadcasting crew's hotel and per diem expenses. University will fiirther provide

Learfield with space on any chartered aircraft carrying University's football team for up

to four Learfield crew members, which includes the University Talent, for each away

game in which University's football team appears.

C. University will make best efforts to provide Learfield with space on any chartered

aircraft carrying the University's men's and women's basketball teams, for up to four

people for Learfield's client development.

3.3 Office Space. University acknowledges and agrees that Learfield's performance under this Agreement and the resulting benefits to University will be better enhanced if

Learfield is provided office space on the campus of University, preferably near the University's

31 Athletic Department. University will provide appropriate office space and the use of existing office fumiture in a University athletic facility to Learfield during the term of the Agreement

("Leased Premises") at no additional cost to Learfield. Any changes or enhancements relative to the Leased Premises and fumiture therein shall be at the sole cost and expense of Learfield, and shall be at the prior written consent of University. Additionally, the location of said space shall be subject to University's sole and reasonable discretion. If provided by University, the

Leased Premises shall be of a size and quality to accommodate up to three (3) full-time

Learfield employees and one intem. Learfield may, in its sole discretion, hire additional personnel. If the Leased Premises are provided by University, it will provide telephone access to Learfield in the Leased Premises with the costs of such services, including long distance charges, to be paid for by Learfield. In addition to telephone charges, Learfield will be responsible for paying for out-of-pocket expenses such as office supplies. The University will pay for all utilities relating to the Leased Premises. If Learfield needs to expand its staff to carry out its responsibilities under this Agreement, subject to availability. University shall make a good faith effort to provide Learfield additional office space, rent-free, to accommodate such need and, at University's sole and reasonable discretion, in reasonable proximity to Learfield's

Leased Premises, or in different space large enough to accommodate all of Learfield's needs.

3.4 Efficient operation. Except as otherwise provided in this Agreement, Learfield will fiimish all labor, management, supplies, and equipment necessary to fulfill its obligations herein; provided, however University will provide non-financial assistance for sponsorship fiilfillment and execution at no expense to Learfield (such as the implementation of an on-field or on-court contest during pre-game, halftime or a time-out).

32 3.5 Permits. Learfield will be financially responsible for obtaining all required permits, licenses, and bonds to comply with pertinent University rules and policies and municipal, county, state and federal laws, and will assume liability for all applicable taxes including but not restricted to sales and property taxes.

3.6 Successful Performance. Recognizing that successful performance of this

Agreement is dependent on mutual cooperation between Learfield and University, Learfield will meet periodically with University to review Learfield's operations pursuant this Agreement and make necessary adjustments.

3.7 Use ofthe name "Texas A&M Sports Properties LLC". Learfield agrees the use ofthe name "Texas A&M Sports Properties, LLC" is pennitted for Learfield use solely in accordance with Learfield performance under this agreement. Learfield is an independent contractor and is not to be considered, nor will it portray itself as an agent, servant, or employee of University. Further, Learfield agrees to indemnify and hold harmless University, its officers, employees and agents from any claims, demands, causes of action, damages including reasonable attomey fees caused by or arising out of Learfield's use ofthe name "Texas A&M Sports Properties, LLC". University retains the right at any time to require Learfield cease use of the Texas A&M name upon thirty (30) days prior written notice to Learfield whereupon Learfield will have sixty (60) days from the date of its receipt ofthe notice or the end of that current Athletic Year, whichever is later, to fully cease using the Texas A&M name. University recognizes and agrees that the foregoing time period is necessary to fully accomplish the changes Learfield will need to undertake in order to completely cease the use ofthe Texas A&M name. University agrees to negotiate in good faith with Learfield to detennine an acceptable altemative to "Texas A&M Sports Properties, LLC" should the University require Learfield cease txse ofthe University's name for reasons other than misuse, as determined by University in its sole discretion, or other breach ofthis Agreement. If University requires that Learfield cease using the Texas A&M name for reasons other than misuse or other breach ofthis Agreement, Learfield shall be entitled to offset its actual out-of-pocket costs incuned as a result of its ceasing the use

33 ofthe Texas A&M name from the next Guaranteed Rights Fee payment due University by Learfield. For purposes ofthis Section 3.7, "actual out-of-pocket expenses" shall include reasonable attomey's fees, filing and registration fees, printing, stationery, postage and all other expenses reasonably related to obtaining a new name. 4,1 Guaranteed Rights Fee. As payment for the rights granted under this Agreement,

Learfield will pay University a Guaranteed Rights Fee in such amounts as set forth below. The

Guaranteed Rights Fee described below is based both upon the accuracy of the information previously provided Learfield by University with respect to cunent inventory Learfield is assuming and all inventory now belonging to other parties but becoming available to Learfield

("Previous University Information"). If the Previous University Information is inaccurate or if the inventory or elements are materially altered or eliminated. University will either replace inventory or alleviate those issues specifically identified by Learfield in writing associated with such inventory to Learfield's reasonable satisfaction, which shall not be unreasonably withheld, failing which the Guaranteed Rights Fee shall be reduced accordingly should the University and

Learfield fail to negotiate a mutually acceptable remedy. All Guaranteed Rights Fees owed by

Learfield shall be paid one-half on December 31 and one-half on April 30 of each athletic year, with a final distribution of any income derived through the agreed revenue sharing formula or other adjustments made prior to the close of University's fiscal year on August 31^ of each year.

Notwithstanding anything contained in this Paragraph 4.1 to the contrary, if University wishes to adjust the payments in some manner other than that set forth in this Paragraph 4.1 or if

University wishes to allocate part ofall ofthe payments set forth in Paragraph 4.1 in a different manner (i.e., payment of a coach's salary), Learfield will use its best efforts to make such adjustment or reallocation provided University has made a request for such adjustment or

34 reallocation in writing including tiie signature ofthe Director of Athletics. Any allocation agreed to by Learfield shall decrease the Rights Fee payable by Learfield accordingly.

Athletic Year Guaranteed Rights Fee

2006-2007 $4,100,000

2007-2008 $4,200,000

2008-2009 $4,300,000

2009-2010 $4,400,000

2010-2011 $4,500,000

2011-2012 $4,600,000

2012-2013 $4,700,000

2013-2014 $4,800,000

2014-2015 $4,900,000

2015-2016 $5,000,000

If tiiis Agreement is extended for the Extension Period, then the Guaranteed Rights Fee for each ofthe years ofthe Extension Period shall be as follows:

Athletic Year Guaranteed Rights Fee

2016-2017 $5,100,000

2017-2018 $5,200,000

2018-2019 $5,300,000

2019-2020 $5,400,000

2020-2021 $5,500,000

Witiiin thirty (30) days ofthe full execution ofthis Agreement or July 1, 2006, whichever

35 is later, Learfield will make a one-time payment to University in addition to the Guaranteed

Rights Fee in tiie amount of $250,000 ("Bonus Payment").

Notwithstanding anything contained in this Section 4.1 to the contrary:

A. The amount ofthe Guaranteed Rights Fee paid by Learfield to Umversity is based

upon Learfield being permitted to sell any and all categories of advertising, to sell to any

and all advertisers, and to continue to sell all inventory managed or sold by Learfield at

any time during the term ofthis Agreement (collectively the "Contract Categories").

If Learfield is ever prevented from selling any Contract Categories for any reason

through no fault of Learfield and no fault of the University (such as the NCAA

eliminating malt beverage advertising), the parties agree to negotiate in good faith a

mutually acceptable resolution relating to the impact on revenue.

B. Prohibited Categories of Advertising and Sponsorship. Learfield agrees that it shall

not sell the following categories of advertising and sponsorship throughout the entire

term ofthis Agreement, unless otherwise agreed to by University:

• Gambling (except state authorized lottery and gaming establishments)

• Liquor (except malt beverage or wine within radio programming only)

• Prophylactics

• Erectile dysfunction medication, including, but not limited to, Viagra, Cialis, and

Levitra

• Feminine hygiene products

• Tobacco products

36 • Sexually explicit materials.

4.2 Performance Bonus Payments. In addition to the Guaranteed Rights Fee set forth in Section 4.1 and the Revenue Sharing amount set forth in Section 5.1, Learfield will pay

University a performance bonus based upon the success of University's athletic teams as follows:

Football:

Bowl Appearance (greater ofthe two)

Any bowl appearance $5,000

BCS bowl appearance $10,000

Men's Basketball:

Big XII Toumament Champion: $5,000

NIT Appearance $2,500

NCAA Toumament Appearance (greatest of)

Appearance $2,500

Sweet 16 $5,000

Elite 8 $7,500

Final Four $10,000

Baseball

NCAA Toumament Appearance (greatest of)

Appearance $1,000

College Worid Series $2,500

National Championship $5,000

37 Director's Cup:

Top 5 Finish $10,000

4.3 Trade Income At University's request, Learfield will secure each year up to

$100,000 in-kind trade benefits (such as for office equipment, hotel, or restaurant). University each contract year in excess ofthe trade benefit amount received by University for the 2005 -

2006 athletic year ("Threshold Amount"). Learfield will receive a rights fee credit of 70% ofthe fair market value ofany additional trade benefits above the Threshold Amount which are provided to University by Learfield. University will have the opportunity to continue to administer those in-kind trade agreements dealing with tickets for certain media partners.

4.4 Reduction to Guaranteed Payment. Notwithstanding anything contained in this

Agreement to the contrary, a fair and equitable reduction in the Guaranteed Payment will be agreed upon by Learfield and University if any one or all of the following events occur and thereby reduce Learfield's revenue during the term ofthis Agreement, which reduction will be negotiated in good faith by the Parties:

A. University's football or men's or women's basketball team incurs sanctions which

prevent either of them from appearing in conference championship games or post season

conference, NCAA, or NIT toumaments (basketball) or playofFbowl games (football) or

reduces tiie number of scholarships which can be offered; or

B. The football, men's basketball or women's basketball programs are no longer a

member of the Big Twelve Conference (or any subsequent conference to which

University belongs); or

C. One or more of University's major athletic programs (i.e., football, men's

38 basketball or women's basketball) is eliminated or substantially curtailed;

D. Should any acts of tenorism, acts of state or the United States, strikes, labor

shortages, epidemics or any natural disaster, including, but not limited to, flood, fire,

earthquake, tornado, hurricane or extremely severe weather condition, drought, loss of

power, whether or not resulting from a natural disaster (collectively a "Prevention

Event"), prevent a Umversity game being played at its originally scheduled athletic

venue.. However, the parties recognize that it is prefened that University reschedule a

game at a different date or time in an effort to keep the game as a home game instead of

moving the location ofthe game to the visiting team's home venue or moving the game

to a neutral venue;

E. Should the NCAA or the University disapprove of any commercial sponsor or

commercial advertisement that had been previously approved by NCAA or University

and for any reason other than compliance with applicable poUcies, regulations and laws

and such disapproval results in a material deviation in the type, kind or quantity of

inventory provided to Learfield and University fails, upon receipt of written notice from

Learfield of such a deviation, to cure such deviation within sixty (60) days of such notice,

in such case, the University agrees in advance that, pursuant to Section 4.1, Learfield may

reduce the Guaranteed Rights Fee dollar for dollar based upon the amount of commercial

sponsorship or advertising dollars that were lost due to the exclusion of said sponsor,

advertiser or inventory.

5,1 Supplemental Compensation Plan and Revenue Sharing. In addition to the annual Guaranteed Rights Fee, Learfield will pay University 45% of collected Adjusted Gross

39 Revenue ("AGR") that exceeds the Revenue Share Hurdle set forth below. AGR is defined as

Collected Gross Revenue (defined as total revenue, billed and collected, less agency

commissions and third-party rights fees such as NCAA or NIT related sponsorship fees) as well

as all other direct out-of-pocket promotional costs such as tickets and costs to print or produce a

signs).

Athletic Year Revenue Share Hurdle

2006-2007 $5,400,000

2007-2008 $5,600,000

2009-2009 $5,800,000

2009-2010 $6,000,000

2010-2011 $6,200,000

2011-2012 $6,400,000

2012-2013 $6,600,000

2013-2014 $6,800,000

2014-2015 $7,000,000

2015-2016 $7,200,000

If this Agreement is extended for the Extension Period, then the Revenue Sharing Hurdle

for each ofthe years ofthe Extension Period shall be as follows:

2016-2017 $7,400,000

2017-2018 $7,600,000

2018-2019 $7,800,000

2019-2020 $8,000,000

40 2020-2021 $8,200,000

6.1 General Terms and Conditions. The terms and conditions contained in this

Agreement will govem and will take precedence over any different or additional terms and conditions which Learfield may have included in any documents attached to or accompanying this Agreement. Any handwritten changes on the face ofthis document will be ignored and have no legal effect unless initialed by both Parties.

6.2 Choice of Law, Forum Selection, Entire Agreement and Amendment. This

Agreement will be constmed under Texas law (without regard for choice of law considerations).

This Agreement and the Schedules attached hereto constitutes the entire agreement and understanding of the Parties and replaces any prior or contemporaneous agreement, whether written or oral, including, but not limited to the RFP, the Proposal and BOFA. No amendments to this Agreement will be effective unless in writing and signed by Learfield and by University.

By statute, Texas Education Code §85.18, mandatory venue for all legal proceedings against

University is to be in the county in which the principal office ofthe goveming officer is located.

At the execution ofthis Agreement, such county is Brazos County, Texas.

6.3 Assignment. Learfield may not assign any rights or obligations of this Agreement without the prior approval of University, which approval will not be unreasonably withheld.

This Agreement will be binding upon Learfield, or its successors and assigns, if any. Any assignment attempted to be made in violation of this Agreement will be void. Notwithstanding anything contained in this Section 6.3 to the contrary, Learfield will have the right to assign this

Agreement and its rights and obligations hereunder to an entity it either controls (owns more than 50%), manages or to either of the other members of Learfield (Learfield Communications,

41 Inc. or Intemationai Sports Properties, Inc.).

6.4 Termination. Either party may terminate this Agreement in whole or in part for cause upon ninety (90) days written notice if the other party fails to comply with any material term or condition of this Agreement, becomes insolvent or files for bankmptcy protection, or fails to comply in a material way with the requirements of this Agreement. Notwithstanding anything contained in this Section 6.4, the terminating party must state with particularity the specific matters of the other party's non-compliance, whereupon the other party shall have ninety

(90) days to cure such matters, or such longer period if said other party is diligently pursuing a cure. In the event of any material noncompliance on the part of Learfield, Learfield shall continue to pay its Guaranteed Rights Fee under this Agreement unless Learfield's noncompliance is a result in whole or in part by the actions or inactions of University; provided, however, any rights fee, or simUar fee collected by University for the same period covered by this Agreement from any third party or if University elects to administer the rights herein itself, shall offset Learfield's obligation to pay the Guaranteed Rights Fee by such amounts.

6.5 Independent Contractor. Learfield will perform its duties hereunder as an independent contractor and not as an employee of Umversity. Neither Learfield nor any agent or employee of Learfield will be or will be deemed to be an agent or employee of University

Learfield will pay when due all required employment taxes and income tax withholding, including all federal and state income tax and any monies paid pursuant to this Agreement.

Learfield and its employees are not entitled to tax witiiholding, worker's compensation, unemployment compensation, or any employee benefits, statutory or otherwise from University.

Learfield will be solely responsible for the acts of Learfield, its employees and agents. Learfield

42 shall provide worker's compensation for all its employees and indemnify and hold University harmless therefrom.

6.6 Non-Waiver. No waiver by any party of any default or nonperformance will be deemed a waiver of subsequent default or nonperformance.

6.7 Audit and Retention of Books and Records. University will have the right upon reasonable notice to Learfield, (not more than once per year, and once during the year following the termination of this Agreement) to inspect and copy such books, records, and documents (in whatever medium they exist) related solely to this Agreement as well as all accounting procedures and practices of Learfield, its agents and subcontractors, to verify Learfield's performance and all expenses submitted pursuant to the terms ofthis Agreement. Learfield will make such items available for inspection during normal business hours at Learfield's principal place of business. All such items will be retained by Learfield during the term ofthis Agreement and for a period of one (1) year after the delivery of the goods and/or services. Any items relating to a claim arising out ofthe performance ofthis Agreement will be retained by Learfield, its agents and subcontractors, if any, until the claim has been resolved.

7.1 University Information; Learfield Information. Learfield agrees that any information it receives during the course of its performance, which concems the personal, financial, or other affairs of University, its regents, officers, employees or students will be kept confidential and in conformance with all state and federal laws relating to privacy. Subject to the provisions of the Texas Public Information Act, University agrees that any information it receives from Learfield under this Agreement which concems the personal, financial or other affairs of Learfield, its members, stockholders, officers, directors, employees and advertisers

43 including, but not Umited to, sales summaries, revenue sharing reports, settle-up documents and any other documents relating to the reporting of financial and sales information by Learfield to

University will be kept confidential and in conformance with all state and federal laws relating to privacy.

7.2 Insurance. At all times during its performance under this Agreement, Learfield will obtain and keep in force comprehensive general and professional liability and general liability insurance, including coverage for death, bodily or personal injury, property damage, including products Uability, libel and slander, and automobile coverages, with Umits of not less than $1,000,000 each claim and $1,000,000 each occunence. AU certificates evidencing such insurance, will be provided to University upon its request, will name University, TEXAS A&M

UNIVERSITY, the Texas A&M University System Board of Regents, its officers and employees and the State of Texas as additional insureds, and will provide for notification to University within at least thirty (30) days prior to expiration or cancellation of such insurance. Learfield represents that it has worker's compensation insurance to the extent required by Texas law.

7.3 Indemnification. Learfield agrees to defend, indemnify and hold harmless the

State ofTexas, University, its Board of Regents, faculty, students, employees and agents from all liability, injuries, claims or damages (including claims of bodily injury or property damage) and loss, including costs, expenses, and attorneys' fees, which arise from the negligent acts and omissions of Learfield, its employees, officers and agents under this Agreement. University agrees, to the extent authorized by the Constitution and laws of the State of Texas, to defend, indemnify and hold harmless Learfield, its members, employees, officers, directors and agents from all liabilities, injuries, claims or damages (including claims of bodily injury or property

44 damage) and loss, including costs and expenses, and attorneys' fees, which arise from the negligent acts or omissions of University, its Board of Regents, faculty, students, employees and agents. In the event of litigation by either party to enforce the terms and conditions of this

Agreement, the prevailing party will be awarded costs and reasonable attomeys' fees.

7.4 Notices/Administration. Except as otherwise provided in this Agreement, all notices, requests and other communications that a party is required or elects to deliver will be in writing and delivered personally, or by facsimile or electronic mail (provided such delivery is confirmed), or by a recognized overnight courier service or by United States mail, first-class, certified or registered, postage prepaid, retum receipt requested, to the other party at its address set forth below or to such other addresses as such party may designate by notice given pursuant to this section:

If to University: TEXAS A&M UNIVERSITY Attention: Directorof Athletics P.O. Box 30017 College Station, TX 77842-3017 Facsimile No: E-mail Address: ___

With a copy to: Texas A&M University Department of Contract Administration Attn: Dean Endler 1182 TAMU College Station, TX 77843-1182 Facsimile No: 979-862-7130 E-mail Address: [email protected]

If to Learfield: TEXAS A&M SPORTS PROPERTIES, LLC c/o Learfield Communications, Inc.

45 Attention: Greg Brown 2400 Dallas Parkway, Suite 400 Piano, TX 75093 Facsimile No: (469)241-0110 E-mail Address: [email protected]

With a copy to: Philip A. Kaiser The Kaiser Law Firm, P.C. 12231 Manchester Road, First Floor St. Louis, MO 63131 Facsimile No: 314-966-7744 E-mail Address: philfa)kaiserlawfirm.com

7.5 Severability. If any provision of this Agreement is invalid or unenforceable with respect to any party, the remainder of the Agreement, or the application of such provision to persons other than those as to which it is held invalid or unenforceable, will not be affected and each provision of the remainder of the Agreement will be valid and be enforceable to the fullest extent permitted by law.

7.6 Survivability. The terms, provisions, representations, and wananties contained in this Agreement that by their sense and context are intended to survive the performance thereof by any ofthe parties hereunder will so survive the completion of performance and termination of this Agreement, including the making of any and all payments hereunder.

7.7 Force Majeure. Neither Party will be considered to be in default of its delay or failure to perform its obligations herein when such delay or failure arises out of causes beyond the reasonable control of the Party. Such causes may include, but are not restricted to, acts of

God or the public enemy, including, but not limited to, acts of tenorism, acts of state or the

United States in either its sovereign or contractual capacity, fires, floods, epidemics, strikes and unusually severe weather; but in every case, delay or failure to perform must be beyond the

46 reasonable control of and without the fault or negligence ofthe Party. Notwithstanding anything

contained in this Section 7.7 to the contrary, the provisions ofthis Section 7.7 shall not override the provisions of Section 4.1 (d) relating to a Prevention Event which provisions shall continue to

apply notwithstanding the provisions ofthis Section 7.7.

7.8 Counterparts. This Agreement may be executed in two counterparts, each of which

shall be deemed an original, and both of which will constitute one Agreement.

7.9 Non-Solicitation by University. University agrees that during the tenn of this

Agreement, including any extension of the term, and for a period of twenty-four (24) months,

after its termination, inespective ofthe reason for its termination, University shall not directly or

indirectly, hire or solicit an officer, general manager, assistant general manager, or account

executive of Learfield or encourage any such person to terminate its relationship with Learfield.

University acknowledges that its breach ofthis section shall entitle Learfield to injunctive relief

7.10 Headings. The headings of the sections of this Agreement are used for

convenience only and do not form a substantive part ofthe Agreement.

7.11 Injunctions. In addition to any other remedies permitted by law, should either

party violate the terms set forth herein, the violating party shall be entitled to injunctive relief

against the other to restrain any further violation of these provisions. Should either party be

successful in this endeavor, the other party shall pay all costs and expenses associated therewith,

including reasonable attomey's fees.

8.0 Altemative Dispute Resolution. I. The dispute resolution process provided for in Chapter 2260 ofthe Texas Govemment Code shall be used, as further described herein, by Texas A&M University and Learfield to attempt to resolve any claim for breach of contract made by Learfield:

(A) Learfield's claim for breach ofthis contract that the parties cannot resolve in the ordinary course of business shall be submitted to the negotiation process provided in 47 Chapter 2260, subchapter B, ofthe Texas Govemment Code. To initiate the process, Learfield shall submit written notice, as required by subchapter B, to Robert T. Bisor, Associate Vice President for Finance. Said notice shall specifically state that the provisions of Chapter 2260, subchapter B, are being invoked. A copy of the notice shall also be given to all other representatives of Texas A&M University and Learfield otherwise entitled to notice under the parties' contract. Compliance by Learfield with subchapter B is a condition precedent to the filing of a contested case proceeding under Chapter 2260, subchapter C, ofthe Texas Govemment Code.

(B) The contested case process provided in Chapter 2260, subchapter C, of the Texas Govemment Code is Learfield's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by Texas A&M University if the parties are unable to resolve their disputes under subparagraph (A) ofthis paragraph.

(C) Compliance with the contested case process provided in subchapter C is a condition precedent to seeking consent to sue from the Legislature under Chapter 107 ofthe Texas Civil Practices and Remedies Code. Neither the execution of this contract by Texas A&M University nor any conduct of any representative of Texas A&M University relating to the contract shall be considered a waiver of sovereign immunity to suit.

2. The submission, processing, and resolution of Learfield' claim is govemed by the published mles adopted by the Office of the Attomey General, pursuant to Chapter 2260 as cunentiy effective, hereafter enacted or subsequently amended. These mles are found at 1 TAC, Ch. 68.

3. Neither the occunence ofan event nor the pendency ofa claim constitutes grounds for the suspension of performance by Learfield, in whole or in part.

4. The designated individual responsible on behalf of Texas A&M University for examining any claim or counterclaim and conducting any negotiations related thereto, as required under ^2260.052 ofthe Texas Govemment Code shall be Robert T. Bisor, Associate Vice President for Finance.

9.0 Miscellaneous.

9.1 "Historical Levels" shall mean levels under the Original Agreement, historical levels from the University and historical levels from vendors with whom University presently contracts.

9.2 Learfield shall have exclusive rights to all video rebroadcasts except as otherwise

48 set forth in this Agreement. University shall produce all video, which includes by way of example, but is not limited to, player features, other features, and the video season ticket and highlight packages.

9.3 Whenever consent or approval is required, that consent or approval shall not be unreasonably withheld.

9.4 It is agreed that Learfield is actually subleasing space from University and that the

Rights Fees, in part, pay for the use of said space.

49 IN WITNESS WHEREOF, Learfield and University have entered into tiiis Agreement as ofthe effective date specified above.

TEXAS A&M UNIVERSITY TEXAS A&M SPORTS PROPERTIES, LLC By: Learfield Communications, Inc., its Sole Member

Name* Eddie/J.y Davis Name: t^^<- ^^^^^V

Title: interim President Titie: C^srcf.^''/^^/=. >/C^^C^

50 SCHEDULE 3.1A

EXISTING ADVERTISING AND SPONSORSHIP AGREEMENTS TO BE MANAGED, SERVICED AND SOLD BY LEARFIELD

WELLS FARGO VERIZON