ORIGINAL

iVILLTI-AlEDI.4 RIGHTS AGWZEMEIWT BETWE Elu

HA\YKEYE SPORTS PROPERTIES, LLC
ALD
LEARFIELD COiVI&IUNICATIONS,INC.
AND
THE 'LTPiIVERSITY OF IOWA

This Multi-Media Rights Agreement ("Agreement") is made and entered into by and

between HAWKEYE SPORTS PROPERTIES, LLC, a single member limited liability company

wholly owned by LEARFIELD COMhTUNICATIONS, INC., (hereinafter collectively referred

to as "Learfield") and THE mIVERSITY OF IOWA ("University").

B-ACKGROUND TO AGREEMENT

A. The University issued its Request for Proposal Number 11215 for multimedia

marketing rights for the Department of Intercollegiate Athletics on October 12, 2005

("RFP") which is expressly incorporated within this Agreement and attached as

Appendix A.

B. Learfield submitted its response to the RFP including the December 7, 2005 Best and

Final Cornp&rison (hereinafter collectively refened to as "LearEe1dtsProposals") and

was subsequently awarded the rights granted under the RFP by the University, such

proposals which a r t expressly incorporated within this Agreement and attached as

Appendix B.

C. This Agreement ,is intended to set forth the specific rights, duties, responsibilities and

obligations of Leartield and University with respect to the rights granted under the

RFP.

D. Ls~rtieldand Uni\.ersity agree that if there is any inconsistency or variances between

 the RFP and Leartield's Proposals on the one hand and this Agreement on the other,

this Agreement shall in all instances govern.

E. For purposes of this Agreement, the term "Multi-Media Rights" shall mean all

encompassing rights available in the RFP and those identified and agreed upon in the

future for marketing purposes including, but not limited to, live and taped radio

broadcasts of games. World Wide Web broadcasts of games, satellite radio Srcadcasts

of games, live and taped television coverage of games, radio and television shows

which feature University of Iowa staff, corporate sponsorship program, "Corporate

Partner" programs. which shaIi include. but not be limited to. s i g a g e (permanent and

temporary) and venue advertising, all sponsorships associated kith University's

athletic terns, programs and events as well as any future technological advancements

with respect to the manner or method of delivering programming, advertisements or

sponsorships. souvenir game programs. and any and all materials produced by the

University for the purpose of marketing, advertising and information.

NOW, THEREFORE. in consideration of the promises and the mutual covenants

contained herein and the foregoing background, University and Lcariield (individually the

"Party" and jointly the "Parties") agree as follows:

AGREEJIENT

1.1 Term of Agreement. This Agreement is effective July 1, 3,006 ("Effective

Date") and shalI continue untit June 30. 3016 unless othenvise terminated as provided herein

("Term"). Each year of the .Agreement shall commence on July 1. and end on June 30. Upon
execution of this Agreement. Learfield shall make a payment to the L'niversity in the amount of

Y250,000 ("Contract Signing Bonus"). University shall use the Contract 'signing Bonus to

purchase and install six (6) Pro Tables in Carver-Hawkeye Arena. On or before July 1, 201 1,

Learfield shall make a payment to the University in the amount of $123,000 ("Second conkact

Signing Bonus"). On or before the end of the eighth year of this Agreement. University may

agree to negotiate in good faith wit!! Learfreld in order to anive at mutua!ly tigeeable terms for

an extension of t h s Agreement ("Extension Period").

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 amounts

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 granted to Learfield and any unexpected issues arising there fiom to arrive at

mutually satisfactory solutions. The General Manager of HAWKEYE SPORTS PROPERTIES.

LLC kvill attend regularly sch5duled University Athletic Department Senior Staff meetings as
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requested 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 Lniversity's staff the specific roles and responsibilities which Learfield

will undertake with Lniversity's Athletic Department. Leartield will keep University informed

on a regular basis andlor upon request by University of its sales and marketing plans as well as

its current activities.

1.3 Additional Jlulti-Media Rights. Although this Agreement inc!udes specific

ri&ts ranted to Learfield. it is agreed that from 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 (.'Additional Rights"). If Additional Rights bec'ome available,

either Party shall notify the other Party of such Additional Rights whereupon such Additional

Rights, upon mutual written agreement, shall become part of the Multi-Media Rights granted by

University to Learfield under this Agreement; provided, however, the written agreement of

University shall only be required in those pwticular i~stanceswhen the nature of th,e Additions!

Rights proposed by Learfield result in a material revision of t l e Multi-Media R~ghtshereunder.

Upon C'niversity prior approval, any such additional net collected revenue from these Additional

Ri$ts will be added to the Adjusted Gross Revenue ("AGR'') which is hereby and throughout.

this Agreement defined as Gross Revenue less documented agency commissions, direct client

fulfillment expenses and ticket costs. The Parties hereto expressly agree that any and all revenue

generated by Leafield's fulfillment of obligations and responsibilities pursuant to this

Agreement is included in the calculation of AGR unless such revenue is expressly excluded from

inc1us:on in the AGR by written mutual agrekmznt of the Parties.

2.1 Grant of Exclusive Radio Broadcast Rights. University grants to Learfield,

subject to any restrictions and modifications set forth by this Agreement? the rights to make live

radio broadcasts of all exhbition, pre-season, regular-season. and post-season intercollegiate

athletic events. The term "radio broadcast" refers to the audio description of an intercollegiate

athletics event involt,ing an athletic team tiom the University regardless of the source of the

audio or distribution methods utilized. e.g. traditional radio. World Wide Web. satellite radio, 1-

900 telephone senice or an? other current or future.technology. All of such brcadcast rights

shall be exclusive ti> Leartield and shall also include any game or games selected for
 broadcasting by any local, regional or national radio network, subject. however to any contracts,

commitments or any rules governing University as a result of its affiliation with the Big Ten

Conference or the Kational Collegiate Athletic Association ('-XCAA") which could limit such

exclusivity. The University represents that it has provided to Learfrdd. prior to execution of this

Agreement, copies of all such current contracts. rules and regulations. University acknowledges

that broadcast rights to post-season conference and nationzl tournamens is important to

Learfield's revenue. Accordingly, University will use its Best Efforts to secure such rights for

Learfield and if such rights are not available to Learfield, then University shall negotiate in good

faith with Leartield for a fair and equitable reduction in Leartield's guaranteed rights during the

time the rights are unavailable. In the event a University team participates in a football or

basketball event arranged by a third party, including, but not limited to, a basketball -"Classic"

event. a Big Ten Conference basketball tournament or football championship game, University

cvill use its Best Efforts to secure. as part of its agreement with such third party. Learfield's right

to broadcast such event in the State of Iowa. 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 L'niversity as part of the radio network

hllolving the opposing team involved in the game being broadcast. Notwithstanding the

e.uclus~~.e
rights granted to Leartield under this Section 2.1. the University reserves the r i a t for

lts mvn. non-commercial radio station to originate broadcasts of any and all University athletic

events ;tt its sole discrerion.

2.2 Yetwork. Lenrtield shall develop a network ("Sebvork") of radio stations to

carry pmgamrnin~.to include all intercollegiate athletic events. as technically possible and at
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the option of the affiliates. throughout Iowa and into other states. Leartield wil! use every effort

to provide fill and complete coverage in the State of Iowa, with particular emphasis on the lowa

City, Des Moines, Cedar Rapids, DavenportlQuad Cities, Omaha, Ottumwa, Mason City and

Sioux City markets, particularly as it relates to program clearance for football, men's basketball

and women's basketball. Learfield shall make Best Efforts to assure such coverage is equal to or

greater than the coverage provided under the current Exclusive Broadcasting Agreement between

the University and Learfield whch expires at the end of the 2005 - 2006 athletic year ("Prior

Agreement") and shall make Best Efforts to assure coverage is equal to or greater than the

coverage provided in the prior year of each contract year. A schedule of the initial coverage is

attached hereto as Schedule 2.2. For each year of this Agreement, Learfield shall provide to the

University any substantial changes to Schedule 2.2.

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 ail games. including, but not limited to pre-game. post-game. coaches' shows

and other events to be broadcast must hate the prior approval of University which approval will

not be unreasonably withheld: provided. however, each member of the on-air talent which

Leartield employed under the Prior Ageement is hereby approved by University.

2.4 Programming. At the sole cost and expense of Leartield. Leartield shall

produce. originate. broadcast and distribute the radio broadcasting programming,

quality at least commensurate to the quality of broadcasts histofically provided under the Prior

.Agreement, with state-of-the-arr equipment and quality:

Football and Men's Basketball Games. Leartield will provide live broadcasts of
each (i) pre-season, regular-season, conference championship and bowl p i n e s for

University football, ..,vhich. shall include the spring football event: and (ii) each

exhbition, pre-season, regular-season and post-season men's basketball 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. Each pre-

game and post-game show should be; at a rninirnux~,nicety (90) minutes sixty (60)

minutes, respectively, for football broadcasts. Each pre-game and post-game show

should, at a minimum, be thirty (30) minutes for men's basketball broadcasts. Learfield

shall pay for and provide for a play-by-play announcer. a color commentator, a producer.

and pay all costs associated with the operation and production of the Network.

8. Women's Basketball Games. Leartield shall produce, sell and commercially

distribute (i) each pre-season, regular-season and post-season women's basketball game;

and (ii) shall use reasonable efforts to broadcast each women's basketball exhibition

game. At a minimum. a selected station (currently KKIC) or stations shall provide live

broadcast of each regular-season and post-season women's basketball game, and

Leartield shall make said games available to Network affiliates (including WHO/Des

bloines), unless said broadcasts conilict with broadcasts of University football and/or

men's basketball games as required by this Agreement. Each broadcast of women's

basketball games. to include. at a minimum. a tifteen (15) minute pre-game show and a

fifteen (15) minute post-game which shall include either live or taped, coaches'

inten.izws. in addition to comprehensive description of game action. Leartield shall pay

for all costs associated ~viththe operation and production of the Network.
C. Wrestling. Baseball. Vollevball and Softball Games. Learfield shall broadcast

pre-season, regular-season and post-season wrestling, baseball, volleyball and softball

games. Learfield shall be responsible for a minimum of one local station airing the

number of matches or games equal to the historical average under the Prior Agreement.

D. Other Lntercolle&ate Sports. The Parties expressly agree that Learfield has been

granted the exclusive broadcast rights for any and all additional University intercollegiate

sporting events not specifically mentioned above.

E. 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. Learfield will produce and clear twenty-

seven (27) football and men's basketball weekly coaches' shows that will be ninety (90)

minutes in length. Learfield will also produce and clear fifteen (15) women's basketball

coaches' shows that will be sixty (60) minutes in length. University will make available

and provide the serc-ioes of the head coaches of each such coaches' show. Learfield will

assume any and all responsibility for compensating the coaches for such 'services at the

levels consistent with Leafield's Proposals to the University as outlined in Appendix B.

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

~viththe coach's prima? coaching responsibilities. Vpor, the University's prior approval,

the coaches' shows may be broadcast with the coach participating by telephone in certain

instances. or, through an assisrant coach under certain circumstances. However.

University shall make Best Et'forts 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 the radio

show will not unduly interfere with a coach's primary responsibility to ~niversity.

Learfield shall have a first option to produce and broadcast coaches' shows for all

other intercollegiate teams. Upon exercise of that option, the terms of thls Agreement

shall govern the respective rights and obligations of the Parties to the extent applicable,

as for m y other sports. All of said coaches' shows shall be broadcast live. If not

exercised, University, upon notifyrng Learfield, shall be free to contract with any other

party upon any terms it may obtain for the right to broadcast such shows and keep all

revenue associated therewith. Learfield shall noti& 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 and women's basketball. Upon prior written

approval of the University, Learfield may sell a specific placement of any or all of the

shows at a location to be determined by Leartleld, such as a local restaurant or other

campus or off-campus 'location and University will make the coach available at such

location.

F. Athletic Internet Site. University hereby grants to Learfield the exclusive rights

to all revenue generating opportunities which now exist on the University's Official

Athletics LVebsite ("O.ASW)(www. hawkeves~orts.corn)including. but not limited to, all

rights to sell adcertls~ngand sponsorships in the form of company logos and messages on

University's 0.4s. direct internet access to other websites if such sponsorships are pre-

approved blj Lrniversity and not in conflict with Crniversity's policies and procedures.

Lrnlversity ageements for sale of Official Licensed Products. or its agreements with any
of its corporate partners. or its World Wide Web partner, College Sports Television

Online. For any additional opportunities which may exist 'in the future on the OAS,

including, but not limited to, audio and video streaming, premium content and other

revenue opportunities connected with the OAS, Learfield shall be granted such rights

upon Lyniversity prior approval which shall not be unreasonably withheld. AII resulting

revenue derived by Learfield shall be added into the calculation of AGR. Learfield will

lead the process, in cooperation with University, for selection of an outsource provider of

services to the OAS which will be mutually agreed upon prior to the selection.

Gniversity shall have primary control over design and content of the OAS in consultation

with Learfield. Learfield acknowledges that CSTV presently has a contract with

University as University's outsource provider of internet services to University's OAS,

which contract will expire at the end of the first year of this Agreement ("Existing

Internet Contract"). Learfield will work under the Existing Internet Contract and prior to

the expiration of the Existing Intemet Contract. University will work with Learfield to

determine the best plan for fulfillment of these OAS rights which may include the

selection of an outsource provider for the 0.4s to provide services to the OAS after the
expiration of the Existing Internet Contract. University acknowIedges and agrees that it

is no longer soliciting corporate sponsorships for its OAS.

G. Network .r\Biliate Time. During each year of the Term of this Agreement.

ordm to provide University with prometionid benefits from any or all of the following
sources: Hawkeye broadcast inventory. at'fiiiate promotional inventory (radio andior

television). Brownfield Xetwork and or Radio iowa (collectively the -'Promotion

Sources"). Leariield will meet with University to mutually agree upon the specific

Promotion Sources to be used by University each year in order to fulfill the Promotional

Amount, it being understood and acknowledged however by University that not all

categories comprising the Promotion Sources will be available each year because of prior

commitments. Specifically, University recognizes and acknowledges that Learfield's

contracts with its affiliate stations may not allow for the time necessary to broadcast a

University promotion because of a conflict with the broadcast of a game. University

further acknowledges and agrees that the broadcasting of the games and associated

programming are the top priority and as such shall take precedence over any University

promotional announcements should a conflict arise. Notwithstanding anything contained

in this Section 2.4G to the contrary. University acknowledges and agrees that the

broadcast of the games and the associated programming ("Priority Matters") are the top

priority for the Network and therefore the Priority Matters shall take precedence over any

scheduling conflicts which arise between the Priority Events and the University

L4nnouncementsand if as a result of such conilict a University Announcement is not aired

at the time it was originally scheduled or cannot be aired at ali during any given week.

Leartield will not be in breach of this Section 2.4 C. L;niversity wiil use the Liniversity

i4nnouncements for the promotion of the University institutional initiatives or ticket sales

and not the promotion of any advertisers or other products. Cniversity will provide the

scripts or recorded materials to Learfizld for distribution to the Network at least seven (7)
 days prior to the time of broadcast.

H. Techmcal Requirements. Leafield shall satis@ University as to all technical

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

adequately broadcast events and coaches' shows. Such technical requirements will be

subject to the prior approval of University which approval will not be unreasonably

withheld.

I. Web Cast. Leartield agrees to make all programming produced for live broadcast

on radio available to the University for distribution via the University's world wide web

site when such rights are pemissible andlor the University desires such distribution.

In addition, the University and Learfield may collaborate on the creation of

programming that is available exclusively via the University's World Wide Web site.

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. Leartield shall be entitled 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 specitically mentioned in this Agreement, and these rights shall be

subsequently included in the rights granted to Ledield, and the revenue from such rights shall

be added to the AGR. It is understood, however, that discussion and University consent shall be

only required for substantial new rights and not necessary for additional usage of additional

rights that are materially the same as what is outlined in this Agreement.

2.6 Coaches' Television Shdws. Learfield shall have the exclusive rights to
 broadcast and sell advertising in weeay ~ h ' television
s shows.

Ledield mi - sell a specific placement o.f the sho kt a location to be determined bj earfield.

such as a local restaurant, subject to the prior reasonable consent of University and the respective

coaches. Should Learheld desue to place the snol utside the Iowa City 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 11 tne
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.-< show is broadcast from outside the Iowa City area. In this regard, it is agreed that a period of

time which is sufficient for the ~roductionof a thirty-minute weekly coaches' television sho

will not undcly interfere with a coach's primaq sponsibilities to University.

2.7 ier Television Rights. Leartield shall, at its option, have the exclusive rights

to broadcast other television programming at its expense which .is ~ o otherwise

t prohibited by

Cniversity's existing agreements, the Birr Ten Conference or the NCAA ("Other Televisi6n

Opportunities"). ~ u i hOther Television Opportunities include, but are not limited to, football

bowl preciew shows lice from the bowl site, a video season ticket pod cast, football replays, a

video magazine show and live and/or deiayed broadcasts of games that may be made available to

the University from the Big Ten. Leafieid will retain all revenue generated from such Qther

Television Opportunities and such revenue will be part of AGR. The Parti agree .t the

production of television shows and/or television features which were proposed by Learfield as
outlined in Appendix B are discretionary, not mandatory contractual obligations by Learfield. If

the 'University becomes aware of a Television Opportunity, University shall notify Learfield at

whch time Learfield agrees to conduct a good faith analysis of such Television Opportunity.

2.8 Miscellaneous Terms Applicable to Coaches. University will encourage its

coaches to cooperate with Learfield should Leafield need to obtain an endorsement that is

beneficial in maximizing the income from the rights granted under this Agreement; nevertheless,

Learfield acknowledges that coaches shall not be required to endorse a particular product.

Except as set forth herein, University will encourage its coaches to cooperate with Learfield to

accommodate reasonable requests of Ledield for its sponsors (such as special appearances,

autographs, letter-writing). Gniversity agrees to communicate to its coaches Leariield's specific

role under this Agreement in order that the coaches are aware that their participation with

Learfield's sponsors at the coaches' same historical levels of participation is of utmost

importance to Learfield's ability to maximize its advertising and sponsorship opportunities under

this Ageement. The specific terms and conditions of a coaches' responsibilities under this

Section 2.8 shall be set forth in the agreements to be negotiated and signed between the coaches,

Leariield, and the University. following approval by the University's Athletic Director.

2.9 Video/DVD Rights. Learfield shall. at the instruction of the University, produce

a season ending highlight VideoIDVD for sale to the general public and assume all costs

associated with the production and sale of said Video/DVD after the Parties first jointly

determine which season is worthy of a post-season video for resale and the selection. if any, of a

subcontractor to be engaged in the production of said VideoIDVD. The Parties hereto agree that

any and all of the net revenue generated by Learfield for such Video;DVD shall be considered
 part of the AGR. Learf5eld shall provide the University at no additional cost the followi?g

number of copies of such VideoiDVD which the University expressly agrees they will not sell:

Football - 150 copies

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Men's Basketball 50 copies
Women's Basketball - 50 copies
The number of copies to be provided for all other sports to be mutually agreed upon in
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. .. . . 2.10 Game Program Production and Advertising Rights.
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2.10.1 Football. Learfield shall have the exclusive right to sell advertising space

in football game programs (or similar game day publications) beginning with the 2006 football

season (or the 2007 football season if the University's agreement with its current Vendor is

extended to the 2006 football season) for all hame games played by University and those

designated as home games although played on a neutral site, during its regular season.

2.10.2 All Other Intercollegiate Soorts. Learfield shall have the exclusive right to

sell advertising space in game progams (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 Pro.zams.

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approval of any proposed design and will provide editorial omtat. The quality and quantity of

said souvenir event progams wul not be less than what has been mstorically produced on a per-

game basis by or for the Li'niversity. University retains final decision-making on all content of all
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 souvenir event programs, but not advertising except as described in subsection 2.12.5 and

. .. .- Appendix C. University shall be responsible for supplying Learfield with event program content
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at a time and in a format mutually agreed to by Learfield, University and the printer designated
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. i by Learfield. Learfield will use its Best Efforts to continue the University's relationship with its
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current Vendor. When Leufield assumes responsibility for souvenir event programs in the sport
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of football.
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will provide th Jniversity with a mutually agreeable number of?complimentary programs in the

sports of rr ' ' women's baskem wrestling. Ln addition to the revenue genefated

from the spl- of advertising in all souvenir event programs. Learfield will retain all revenue

generated through the retail saIe of all souvenir event programs. The Parties hereto agree that all

such revenue shall be added to the AGR

2.11 Advertising Signage. University grants Learfield the exclusive rights to sell

advertising on the existing permanent signage (electronic) in all University venues, including,

but not limited to. Qnnick Stadium and Carver-Hawkeve Arena. and further m t s to Learfield

the exclusive rights to sell advertising on any temporar~ ,page as mutually agreed, in all other

Linivsrsity athletic venues. Any and all revenue generated from existing or temporary signage

shall be added to the AGR. The foregoing notwithstanding, University reserves the non-

commercial rights to utilize signage (electronic or otherwise) for reasonable periods of time to be

mutually agreed upon in good faith 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

stccomplishrnents. or athletically-related activities as deemed reasonably necessary by

 2.1 1.1 Athletic Venue Advertising Rizhts. Set forth below are examples of the

specific athletic venue advertising signage rights granted by University to Learfield under this

Agreement ("Venue Signage Items"). Each of the Venue Signage Items set forth below in bold

face type is hereby approved by University for use by Leafield. The rights to the Venue

Signage Items whch are set forth below in italics shall be exclusive to Learfield; however, the

Parties agree that before Learfield can exercise such rights, Learfield must obtain University's

approval, which approval shall not be unreasonably withheld, as to the style and display of such

Venue Signage Items.

Kinnick Stadium Elements:

'i. scoreboard signage

> Tri-Vision Panels

+ Any sideline and end-line advertisingpanels

Faqade, tunnel and concourse signage

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

7 &lessage Center displays

9 Videoboard advertising displays and promotions

T Public Address announcements at University events

Concourse displays

i Press conjerence backdrops

;Coaches' headsets

i Temporary logo rights on the field. Learfield shall be responsible for all expenses
 relative to said logo rights on the field.

> Plastic souvenir cups and concession (food) containers subject to the approval of

University's third party vendor.

> LED Displays

> Field Goal Net signage

> Football Goal Post pad signage ( ~ a l l o h e dby the Big 10 Conference)

> C G Holders
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> Other opportunities as approved by University

Carver-Hawkeye Arena Elements:

main scoreboard ad panels

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

static)

'+ >lessage center displays

7 Yideo advertising displays

/ Public address announcements

r Basketball goal post padding--Bottom section only of each of the two baskets used

on game daysinights. Logo shall be black ink on yellow background. Leariield shall

obtain L;niversikyls prior approval of any sponsor.

Bnsketbcrll backboard sllpports

r Ternpora~pla~ings~iqacelogo opportrrnities
;Shor clock ah.t7rtising panels

Static signnge upport~lniriesthat either currently exist or which mav be added by mutual
 agreement cvith Uni~.ersity in and nrozrnd concession areas, facilit;~. entries/exits.

restrooms, concourses, portal entries/e.~itsinto senring areas

> Concotrrse and lobby displays

2 Temporary signage and displays for special events

> Plastic souvenir cups and concession (food) containers

9 LED displays

). Iowa, opposing team and scorer's table chair backs

i Rotational signage over Team entry

> Blimp signage

> Other opportunities as approved by University

Olympic Sports Elements:

'f &lain scoreboard ad panels

;-4nv sideline ~rndend-line advertising panels

>lessage center displays

7 Video advertising displays

;Public address announcements

i Universiry and opposing team d~rgoutand bench signage

f Temporac playing su~:iacelogo opport~lnities

r Static signage opportunities that either currently exist or which may be added by
mutual agreement with University and around concession areas, facility

entrieslexits, restrooms, concourses, portal entrieslexits into seating areas

Temporary s i p a g e and displays for special events

 i Plastic souvenir cups and concession (food) containers

T Other opportunities as approved by University

2.11.2 Existing Message Board. Videoboard Ridnts. and Public Address

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

announcements, messages and videoboard displays on existing public address, scoreboards or

videoboards including?but not limited to, out of town scores, trivia, statistics, features, segments,

replays. commercial logo branded messages, contests, birthday anb'or fan greetings. University

will provide Learfielci and its advertisers the necessary production and execution support needed

-for such announcements =d messages at no cost to Leafield. commensurate with the historic

-levels of production costs and execution support. Either Learfield or its advertisers shall be

responsible for all other extraordinary costs.

2.1 1.3 Maintenance of Existinn Advertising S i a a ~ e .Message Boards and

Videoboards. Leafield shall be responsible for all costs and expenses relative to any copy or art

chanpes or replacement of exinins sinage, 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 the existins permanent signage and equipment, including the

videoboards. rotating s i y a g e and static signage. University will guarantee that all such signage

~t.111 be fully functional and operational, and will promptly make any necessary repairs.

Yotwithstanding the foregoing. Learfield shall be responsible. at its sole cost and expense, for

any repair or maintenance to s i g a g e or equipment necessitated by the negligence of Learfield

its agents. employees. ofiicers. subcontractors. licensees or partners.

2.1 1.4 Future \-enue Item Installation and Rihts. It is understood ar:
acknowledged that from time to time University andsor Learfield may wish to assume the costs

to install substantial new items or upgrade existing items (such as scoreboards. signage,

technological improvements, etc.) which are capable of adding to the inventory available under

h s Agreement or enhancing the existing inventory ("New Inventory Items7'). The Parties

expressly agree that the University must provide prior final approval for any and all New

Inventory Items. Title to any and all New Inventory Items shall be in the name of the University

who shall assume any and all maintenance costs. Learfield shall have the exclusive rights to sell

advertising for all New Inventory Items. University will consult with Learfield in order to agree

upon the advertising revenue that a New Inventory Item is capable of producing. The

incremental value of advertising that the New Inventory Item could produce shall be negotiated

between University and Learfield in order to arrive at a mutually agreeable increase in the

Guaranteed Rights Fee ("Subsidy Amount") and the resulting increase in the Revenue Sharing

Hurdle amount. The Parties agree that the Subsidy Amount will be a percentage of the revenue

senerating capacity of the Sew Inventory (typically about 50?h). Before LearlTeld shall be

required to pay any Subsidy Amount, however, it must be notified by University of the

confirmed availability of the New Inventory Item by March I" of the year before the year in

which the New Inventory Item is capable of generating revenue.

2.1 1.j Carver Hawkeve Video/Scoreboard. In consideration for the exclusive

Multi-Media Rights ganted hereunder for the Term of this Agreement, Leartieid shall purchase,

on behalf of the University of Iowa. new VideoIScoreboard equipment for Carver Hawkeye

Arena ("New Scoreboard"). The New Scoreboard equipment will be chosen .by the University

but Ltartield shall have input into its design as the design relates to advertising opportunities
which will become available to Leafield. Learfield agrees that they shall be responsible for any

and all costs, including installation. of the New Scoreboard. Ledield, in consultation with

University, will negotiate the purchase price of the New Scoreboard with the vendor who is

anticipated to be Daktronics. Cniversity will be responsible for coordinating the installation and

programming of the New Scoreboard as well as the maintenance and repairs of the New

Scoreboard. The Parties agree that upon installation of the New Scoreboard, the New Scoreboard

shall be owned exclusively and outright solely by the University and the Title shall be held solely

in the name of the University.

2.1 1.6 Tern~orarvSimage. University, at no additional cost or expense, agees

to help facilitate Learfield obtaining the exclusive rights to sell or create temporary.signage

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.

Regardless of who constructi. installs. or maintains any and all signage, upon the

termination of this Agreement. all of said signage shall be owned exclusively and outright solely

by University.

2.12 Promotional Items and Events. University grants Learfield the exclusive rights

to the following promotional items and events.

2.13.1 Printed Promotional Item Rights. The University will continue its practice

of producing a wide range of printed materials that are used in a variety of ways to inform,

educate. entertain. or market to consumers of the intercollegiate athletics program at the

University and the individual sports programs that are a part of that enterprise. Learfield will
have the exclusive right to sell advertising on ail University psnted promotional items including,

but not limited to, team rosters. ticket backs, parking passes. roster cards, media s i d e s , ticket

applications and mailer inserts, ticket envelopes, sports calendars, fan guides, trading cards and

schedule cards ("Printed Materials"). University and Learfield will mutually agree on an annual

basis upon the 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.

Leartield shall provide all logo and materials to University in a timely manner in accordance

with production schedules provided to Learfield. A11 expenses and costs of historical Printed

>laterials will be the responsibility of University.

2.12.2 Game Suonsorshio and Promotional Advertising RioJlts. Learfield will

have. at a minimum. the right to secure sponsors for pre-game, time-out, half-time, and quarter

breaks sponsored promotional activities and special game day on-field and on-court promotions

or contests as well as official game sponsorships. The specific uses of these game segments will

be subject to University approval, which approval will not be unreasonably withheld.

University reserves the right. to use for reasonable periods of time to be mutually agreed upon

and at no additional expense to Learfield or the University, any pre-game, half-time, quarter

breaks. game "time-outs" and post-game for University's need to promote University hndraising

efforts. development projects. sports, University or University events or accomplishments, or

athletically related aktivities. However, the parties shall negotiate in good tlaith regarding the

impact tiom any such activities (such as corporate recognition for a fundraising event) on

Leartisld's ability to sell. and a corresponding make-good of lost n&ts or inventory may be

provided to Leartield. Excluded from this consideration are historical practices and any
 commensurate substitution thereof. Promo tionctl activities may include. but are not limited to,

premium item giveaways? fan contests on the tield. floor. or in the stands. sponsored

entertainment acts, product samplings, inflatables, games, temporary signage, couponing and

flee product distribution and product displays; provided. however. this is not intended to exclude

approved University student organizations' fundraising activities and ocher similar on-field/on-

court recognition. By the 1'' day of January each year. Ledield will coordinate and discuss with

University an annual gameievent promotions sales plan for the upcoming season to be

implemented by Learfield. University will assist Learfield in the'sponsorship, promotions and

implementation/facilitation as needed during these game-related activities. commensurate with

the historical average of the staff hours expended. Learfield shall have the right to secure

sponsors for all such promotional activities.

2.12.3 Game Dav Hos~italitvRishts. University grants to Learfield the exclusive

rights to the sponsorship, andor title sales, marketing and game-day execution to all Game Day

Hospitality e\-ents, such as Hawkeye Village, at all athletic events. Learijeld agrees to provide

their plan for such events for prior approval of the University, which approval will not be

unreasonably withheld. Leartield shall also have the exclusive rights to all sponsor involvement,

including, but not limited to, sponsor presence and exposure, such as displays, mobile units and

interactibe games and presentations, for all such Game Day Hospitality events. The resulting

sponsorship revenue shall be added to the AGR. With specific resard to Hawkeye Village,

Leartield will receive all protit from such activity. University wilI continue its Best Efforts to

make available the required number of tickets. amenities and space in order that Leairield can

penerate at least the same historical amount of net revenue (average of S 100.000/annually over
n
the term of this Agreement) From each such event. In the event the S1OO.OOO average annual

amount is not met, the Parties agree to negotiate in good faith to resolve the difference. Such net

proceeds from the operation of Hawkeye Village (exclusive of sponsorship revenue) shall be

added to the AGR.

2.12.4 Fan Fesrival Ri9hts. Learfield shall have the exclusive right to sell

sponsorship and corporate involvement for any interactive fan festival or related activities such

as Rally Alley. The sponsorship revenue from such events shall be added to the AGR.

2.12.5 Licensing 0~~ortunitie.s

& Rerail Promotions. Learfield may use the

name, logo. and other approved insignia in connection with the services and duties pursuaqt to

this Ageement in accordance with University policy and guidelines which are expressly

incorporated within this Agreement and attached as Appendix C. Notwithstanding the foregoing,

Leartield agrees that any and all uses of University's trademarks, including name and any logo(s)

used in connection rvith a sale or resale of any merchandise must be with existing licensed

vendors cf the University thereby- assuring full compliance of the University's policies regarding

merchandise bearing the word marks, trademarks and/or logos of the University. A list of

licensed vendors is a~.ailableupon request through the University's Trademark Licensing Office.

Any use of the University's word marks, trademarks and /or logos by third parties with regard to

artwork or style must be approved in advance by the University Trademark Licensing Office and

are subject to a separate Promotional Licensing Agreement. N~twithstar~ding

anythlng contained

herein to the contrar:.. any current sponsors who historically have been using the University's

trademarks andior logos are hereby approved by University and University wiIl not require the

payment of any further licensing fee from such sponsors. Learfield and its clients/sponsors 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 Leartield shall take all reasonable steps

to 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.

2.13 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 in addition to the Cy-Hawk Series for all

athletic events. Specific details of any new rivalry series events other than the Cy-Hawk Series

will require the approval of the University which shall 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 shall be Learfield's rights on an exclusive basis, including

advertising, game sponsorships. print rights and all other promotional items.

2.14 Additional Events. University ~riillwork with Learfield annually to create

exclusive additional events ("Additional Events"). Specifically. one of the events will be a men's

basketball event in Des Moines, Iowa or another city as mutually agreed upon. Leafield shall

have the exclusive right to own and manage sponsorshp rights for a minimum of five Additional

Events over the original term of this Agreement. University and Leariield will negotiate in good

faith during the months following the execution of this Agreement to amve at an acceptable

business model for the Additional Events. Learfield will be responsible for. and have the

exclusive rights to the sponsorship sales for each of the five ( 5 ) Additional Events. Thepurpose

of each Additional Event tvill be to develop inter-regional and non-conference match-ups with
other intercollegiate programs throughout the country. University shall cooperate with Learfield

in order that the Additional Events can be timely scheduled and to assure that the University's

intercollegiate team is available to participate in the ~dditionalEvents as scheduled. In

developing the business model. University recognizes and acknowledges that the business model

is intended in good faith to resuit in Learfield receiving a minimum net value for each of the

Additional Events of not less than %100,000(5500,000 in total over the life of this Agreement).

In the event the S 100,00O/eventbenchmark is not met, the Parties agree to negotiate in good fgth

to resolve the difference. In addition, the Parties agree that any net value for each Additional
Event which exceeds $100,000 shall be added to the AGR for that year and any net value for

each Additional Event which is below $100,000 shall reduce the AGR for that year.

3.1 Suites, Entertainment Space, Club Seats, Tickets, Parking Other

MerchandisinglEospitality and Post-Season Tickets. University shall provide L e d e l d with

access and use of one (1) private viewing suite inside the press box at Kinnick Stadium for the

purpose of employee and/or client entertainment at all regular season honie events of the

University football team and other activities involving the University football team such as a

"spring game" or a "%ds Day" at no additional cost except those costs related to the purchase of

any and all food and beverages it elects to serve its guests during said home events and activities.

University shall provide Leartield with the following number of event tickets ("Base

Ticket Amount") and parking passes ("Bwe Paking Amo~nt.")an$ hospitality passes as noted

n wkdition to tickets to those games to be

provided to Learfield at no cost as set forth below, during each year of the Agreement, Learfield

shall also have the right to purchase additional tickets ("Ticket Access") and parking passes

("Parking Access") to University post-season special events, and Gniversity hereby agrees to

make Best Efforts to meet those needs.

Tickets

Season Tickets Base Ticket Amount Ticket Access

Football
Men's Basketball
Women's Basketball
Wrestling
Volleyball

Single-Game

Football
Men's Basketball
Women's Basketball

Other

Football
Bowl Game

Men's Basketball
Big Ten Tournament

Men's Basketball
NCAA Final Four

Women's Basketball
Big Ten Tournament

LVomen's Basketball
NCAA Final Four

Wrestling
Big Ten Tournament
 Parking

Base Parking Amount Parking Access

Football Season
Parking Passes 45

Basketball Season
Parking Passes

Hospitality Passes

Football Game-Day
Hospitality Passes

Basketball Game-Day
Hospitality Passes

The University will make Best Efforts to ensure that the quality of the tickets purchased

by Leart7eld for games held at a University athletic venue or a neutral venue where University is

designated as the home team will be based upon the tickets afforded the highest level of donor

status by the University. In addition, Best Efforts will also be taken to ensure that the quality of

the tickets allocated to Learfield for games not played at a University athletic venue will be
proportional to the quality of the total tickets made available to University. If, for example, one-

third of University's tickets are in the lower level of the Big Ten Tournament, one-third of

Leartield's allocation of tickets will be in the lower level, as well.

Existing Agreements. As set forth in Schedule 3.2A, University has executed

various advertising and sponsorship agreements (during the 2004 - 2005 seasons), all of which

will be managed, seniced, sold or re-sold by Learfield, included in the rights fee consideration
and all of the revenue derived therefrom shall belong to L e d e l d . University will continue to

provide Learfield, at no cost to Learfield, the sum total of fulfillment benefits and other

amenities at the 2004 - 2005 levels including, but not limited to, tickets, hospitality, suite access,

parties, trips, access to rooms or facilities, signage, the golf toumament(s) at Finkbine,

scholarshp donations, merchandise, etc. It is the intent of the Parties that Learfield shall retain
.- hat University received from its sale of inventory items and rights now controlled

and managed by Learfield. Learfield shall work 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. Excluded

from Schedule 3.2A shall be University's Agreement with Nike which will be managed soleIy by

University who shall retain any and all of the revenue and value, equipment or otherwise, from

such Agreement. The Parties expressly a g e e that the Nike Agreement is not a part of this

Agreement and that any value therefrom is hereby expressly excluded from AGR.

Business Day Parking, Travel with Teams, Complimentary Use of Facilities

University will explore with the University's Parking Department options for

access to University parking lots during the traditional work day by staff of Learfield.

Learfield will be responsible for any and all expenses associated with such access if such

access becomes available.

University will provide at no cost to Learfield priority parking passes for use by.

each member of its staff assigned to the University account at regular selson home events
 of football, men's basketball, women's basketball and wrestling. Learfield will submit to

the University a list of all hll-time employees on staff prior to the start of each'season of

each sport team noted for review.

C. Subject to availability, two times annually Leafield shall be provided at no cost

space inside a facility managed by the UI Athletic Department that can accommodate up

. to 100 people.

--'--

D. The University will provide Learfield with the seats on chartered aircraft carrying
the University's football, men's basketball or women's basketball teams to re,dar season

and post-season away game competition. These seats are to be used exclusively for the

talent and production crew required to produce the event's play-by-play. The University

will also assist Learfield with hotel reservations, meals, transfers, and the securing of

game-day credentials, but

4

arfield will provide the University

with a list of staff traveling to each away game upon request.

Team travel

Football Four (4) seats on team plane

Men's Basketball Three (3) seats on team plane

LVomen's Basketball Two (2) seats on team plane

3.4 Office Space. University acknowledges and agrees that Leafield's performance

under this Agreement and the resulting benefits to University will be better enhanced if Learfield

is provided office space near or on the campus of University, preferably near the University's
Athletic Department. University will therefore use its Best Efforts to provide appropriate office

space and the use of existing oflice hrnirure in n University athletic facility to Learfield during

the term of the Agreement ("Premisestt)any use fees of which will be included as part of the

rights fee paid by Learfield. Any changes or enhancements relative to the Premises and furniture

therein shall be at the sole cost and expense of Leafield, 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 Premises, shall be of a size and quality to

accommodate up to four (4) full-time Learfield employees and one intern. Learfield may, in its

sole discretion, hire additionaI personnel. If the Premises are provided by University, it will

provide internet hook-up, phone access, and telephones access to L e d ~ e l din the Premises with

the costs of such services to be tracked by University and reimbursed monthly by Learfield. In

no event shall Learfield be responsible for paying any other expenses relating to the Premises

other than out-of-pocket expenses such as phone charges and office supplies. If Learfield needs

to expand its staff to carry out its responsibilities d - e r this Agreement. subject to availability.

Uni~ersityshall make a good faith effort to provide Learfield additional ofice space at no

additional sost: to accommodate such need and, at University's sole and reasonable discretion, in

reasonable proximity to Learfield's Premises, or in different space large enough to accommodate

all of ~iarfield'sneeds.

3.3 Efficient operatioi- --

 3.6 Permits. Learfield will be financially responsible for obtaining all required

permits, licenses, and bonds to comply with pertinent University r ~ l e sm d 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.

3.7 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.

3.8 Intellectual Property Rights. Leafield agrees that any computer programs:

software, documentation, copyrightable work, discoveries, invention, or improvements.

(hereinafter "Work") developed by Learfield solely, or with others, resulting fkom the

performance of Learfield's responsibilities and obligations pursuant to this Agreement are "works

made for hire" and the property of the University. If for any reason the Work would not be

considered a work made for hire under applicable law, Learfield does hereby sell: assign, and.

transfer to the University. its successors and assigns, the entire right. title and interest in and to

the Work, including but not limited to exclusive rights to reproduce, distribute, prepare

derivative works, display and perform the Work. Learfield agrees to provide whatever assistance

is necessary for the Lniversity to preserve its commercial interest including, but not limited to,

the filing of patent and copyright protection. This provision shall survive expiration and

termination of this Agreement. Learfield shall provide the C'niversity at no additional cost, five

(5) copies of any and all Work.

4.1 Guaranteed Rights Fee. As payment for the rights granted under this
Agreement, Learfield will pay Vniversity 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 current inventory

Learfield is assuming and all inventory now belonging to other parties but becoming available to
. ..

Learfield ("Previous Information"). If the Previous Information is materially inaccurate or if the

inventory or elements are materially altered or eliminated, University will either replace

inventory or alleviate any problem associated with such inventory, failing which the Guaranteed

Ri&ts Fee shall be reduced accordingly upon mutual written agreement of the Parties. All

anqua1 Guaranteed Rights Fees owed by Learfield shall be paid one-half on or before December

1'' of each year, starting p~ ~ and one-half on or beford - - each year,

starting with ~ u n e1, 2007,. with a final distribution of any income derived through the agreed

revenue sharing formula or other adjustments made on or before September 1 of each year (to

fully allow for the collection of said revenue). The Parties may also agree at the annual meeting,

as described in provision 6.6 hereunder. that any past due receivables will constitute Gross

Revenue in the year payment was due as opposed to the year collected. and make provision for

payment to be made as received by Leartield.

Athletic Year Guaranteed RioJlts Fee

1006 - 2007 S4,SSO.OOO

1007 - 2008 S5 .OOO,OOO

201 1 - 2012

2012 - 2013

2013 - 2014

2014 - 2015

2015 - 2016

Total:

Nowithstanding anythmg contained in this Section 4.1 to the contrary:

A. if any existing inventory that Learfield takes over from University is eliminated

through no fault of Learfield (such as the YC&4 eliminating malt beverage advertising),

the Parties shall make Best Efforts to rectify the amount of the revenue lost from any

related contracts in rec~~gnition

of the loss of revenue.

B. If the University or some other outside governing body (Big Ten Conference or

the NCAA) makes a decision which materially changes the scope of the advertising

cate_rories,or the nature of any athletic event. or dimifiishes the quality of the inventory

(collectively. an "Adverse Decision"). then the Parties shall use their Best Efforts to

rectify the amount of any revenue lost from an Adverse Decision.

C. In connection with the performance of the services to be provided by Leartield

and the support that University is required to provide Learfield under this Agreement,

Leartield shall hire personnel Leartield and the University deem necessary to fulfill

Leartield's obligations hereunder. Leartield will make their Employees available to the

Cniversity to perform services at the request of University consistent with their job

descriptions and under the day to day control of University; provided, however, Learfisld
 shall, in consultation with the University, retain the right to hire, fire and replace the

Employees. Leartield shall pay any and all compensation to the Employees and provide

them with benefits that are both required (i.e. FICA and FUTA and Medicare) as well as

those available to a11 other similarly situated employees of Leafield (collectively the

"Compensation Package"). The Compensation Package shall not, however, exceed the

amount agreed upon by University.

D. If, upon mutual agreement of the Parties, the quality of the inventory that is

available to Learfield is materially compromised in a manner which results in its intended

effectiveness or purpose being reduced or eliminated (such as the permanent or

temporary partial or complete obstruction of any signage), the Parties shall make Best

Efforts to rectify the amount of the revenue lost from such compromise of the inventory

in recognition of the loss of revenue.

In the event that the University chooses to attach or sell a corporate name to a

buildiny or facility. and irrespective of whether Leartieic! is granted the ri$t to represent

University in a naming rights transaction, if Learfield's existing inventory andlor

categories of inventory are diminished andior eliminated as a result of contrac$al rights

-=anted by the University to a naming ri&ts party, the Parties shall make Best Efforts to

rectify the amount of revenue lost by Leafield from any naming rights contract in

recognition of the loss of revecue to Learfield.

4.3 Performance Payments. In addition to all other payments to be made by

Leartield to Lniversity. Leufield shall pay University additional fees based upon the successful

pert'omance of Lrnivsrsity's teams. Specifically, Leartield will p a - University bonuses as

follows:

Football

Bowl Appearance (greater of the two)

Any Bowl Appearance

BCS Bowl Appearance

Men's Basketball

Big Ten Tournament Champion

NIT Appearance

NCAA Appearance (geatest of)

Appearance

Sw.eet 16

Elite 8

Final Four

Big Ten Tournament Champion

SIT Appearance

NCAA Appearance (greatest of)

Appearance

Sweet 16

Elite 8

Final Four
 Director's Cup

Top 5 Finish S 10.000

Any such bonuses to which University is entitled shall be paid by Learfield in the first

payment period of the year following the year in which the bonus was earned.

4.3 Trade Income. Learfield will endeavor to renew, on behalf of University, all of

University's historical in-kind/trade benefits that are currently .in place; provided, however,

Learfield has the right to substitute alternate inventory to current trade customers, of at least

equal quality and quantity, if those customers are otherwise displacing potential cash-paying

customers. In addition, Learfield will secure each year up to SI50,OOO in additional trade for

University each contract year ("Threshold Anount"). Learfield will receive a rights fee credit of

70% of the fair market value of any additional trade benefits above the Threshold Amount whch

are provided to University by Learfield. For purposes of calculating the AGR under Section 5.1,

Leartield shall receive for its own use S!00,000 annually in trade barter benefits without

impacting the AGR.

4.4 Reduction to Guaranteed Payment. Notwithstanding anything contained in this

Agreement to the contra?, a fair and equitable reduction in the Guaranteed Ri&ts Fee will be

agreed upon in writing by Leartield and University if any one or all of the following events occur

and reduces Learfield's revenue during the term of this Agreement. which reduction will be

negotiated in good faith by the Parties:

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 tournaments (basketball) or p l a y o ' f ~ b t i l ~ m (football)

es or
 reduces the 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 Ten Conference (or any subsequent conference to which University

belongs);

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

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

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

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

earthquake, tornado, humcane or extremely severe weather condition. drought, loss of

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

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

at its originally scheduled time.

5.1 Supplemental Compensation Plan and Revenue Sharing. In addition to the

annual Guaranteed Rights Fee, Learfield will pay Universltj; 5094 of all annual col!ected

Adjusted Gross Revenue ("XGR") that exceeds th$ Revenue Share Hurdle set forth below.

-
\'ear Revenue Share Hurdle

2006 - 2007 S7,800,000

-'007 - 200s SS, 100,000

 6.1 Choice of Law, Forum Selection, Entire Agreement, Amendment and

Performance Bond or Irrevocable Letter of Credit. This Agreement will be construed under

Iowa law without regard for choice of law considerations. No amendments to this Agreement

will be effective unless in writing and signed by Leafield and by University. Courts located in

the State of Iowa shall have exclusive jurisdiction over any disputes relative to this Agreement.

During each year of this Agreement, Learfield shall maintain, for the benefit of University, a
- -
Contract Performance Payment Bond ("Bond") or an Lrrevocable Letter of Credit ("LOC") in the

amount of that year's Guaranteed Rights Fee; provided, however, the Bond or the LOC may be

reduced in any fscal year to an amount which reflects the balance of the Guaranteed Rights Fee

owed by Leartield for that tiscal year after giving effect to the of half the Guaranteed

Rights Fee paid by Learfield for that fiscal year.

6.3 Assignment. Leafield may not a s s i s any rights or obligations of this

-4,oreernent without the prior approval of University. This Agreement will be binding upon

Leartield. or its successors and assigns. if any. Any assignment attempted to be made in

violation of this Agreement will be void. Notwithstanding anjthing contained in this Section 6.2

to the contrary. Leartield will have the right to assign this Agreement and its rights and

obligations hereunder to an entity it either controls (owns more than SO?%) or manages.
 6.3 Termination.

6.3.1 Termination for Cause. The C'riversity may terminate this agreement for

non-performance as determined exclusively by the University. The University shall notify

Learfield in writing via certified mail with particularity of such non-performance and demand

that the same be remedied within thirty (30) days; provided, however, Learfield shall have an

additional thirty (30) days to remedy the breach so long as it is diligently pursuing the remedy.

Should L e d ~ e l dfail to remedy the same within said period, as it may be extended, the

University has the right to terminate this Agreement by giving Learfield sixty (60) days written

notice. Such causes include, but are not limited to:

Failure to provide satisfactory quality of service including faiIure to

maintain adequate personnel, whether arising from labor disputes, or otherwise

any substantial change in ownership or proprietorship of Learfield (other than a

change iil ownership among the existing owners) which in the opinion of the

University. is not in its best interest; or't'aiIure to materially comply with the terms

of this Agreement.

b. Failure to keep or pert'orm, within the time period set forth herein, or

material violation of any of the covenants. conditions, provision or agreements

herein contained.

Adjudication as voluntarily bankrupt, making a transfer in fraud of its

creditors. filing a petition under any section from time to time, or under any

similar h w or statute of the United States or any state thereof. or if an order for

relief shall be entered against Leartield thereunder. In the event of any such
 involuntary bankruptcy proceeding being instituted against Learfield, the fact of

such involuntary petition being filed shall not be considered an event of default

until sixty (60) days after filing of said petition in order that Learfield might

during that sixty (60) days period have the opportunity to seek dismissal of the

involuntary petition or otherwise cure said potential default.

d. Making a general assignment for the benetit of its creditors, or talung the

benefit of any insolvency act, or if a permanent receiver or trustee in bankruptcy

shall be appointed for Learfield.

Notwithstanding anything contained in this Section -6.3.1 to the contrary,

any damages or payments of any kind which Learfield may be required or ordered

to pay University as a result of University terminating this Agreement will be

offset by any rights fee or similar fee collected by University for the same period

covered by this Agreement tiom any third party or if University elects to

administer some or all of the rights contained in this Agreement itself. In either of

such cases therefore, Learfield shall have no further obligation to make payments

of the Guaranteed Rights Fee to University.

6.3.2 Termination - Non-aDDro~riate of Funds. Notwithstanding any other

provision hereunder. if funds anticipated for the continued fulfillment of this Agreement are at

any time nut forthcommg or insufficient. either through the failure of the Iowa Lesjslature or the

federal govmnment to provide funds or alteration of the program under which funds were

provided and which failure results in the discontinuation of all University's athletic programs,

then the University shall have the right to terminate this Agreement without penalty by giving
not less than thirty (30) days written notice documenting lack of funding.

Independent Contractor. Leaxfield will perform its duties hereunder as

independent contractor and not as an employee of University. Neither Learfield nor any agent or

employee of Learfield will be or will be deemed to be an agent or employee of University

Leaxfield will pay ~vhendue all required employment taxes and income tax withholding,

including all federal and state income tax and any monies paid pursuant to this Agreement.

Leafield and its employees are not entitled to tax withholding, worker's compensation.

unemplo>ment compensation, or any employee benefits, statutory or othenvise from University.

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

shall provide worker's compensation for all its employees and indemnify and hold University

harmless therefrom.

6.5 Non-W'aiver. No waiver by any party of any default or nonperformance will be

deemed a waiver of subsequent default or nonperformance.

6.6 .Audit and Retention of Books and Records. L'niversity will have the right

upon reasonable notice to Leartield. to inspect and copy such books. records, and documents (in

whatex-er 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 under this Agreement and to substantiate all revenuss pursuant to the terms of this

Agreement. Learfield shall make copies available of any such documents upon the request of the

University. Leartield ~villmake 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 of this Agreement and for a period of two ( 2 ) years after the delivery of the goods andlor
 services. Any items relating to a claim arising out of the peri5rmance of this Agreement.will be

retained by Learfield, its agents and subcontractors, if any, until the claim has been resolved.

6.7 Business Review and Final Settle-Up. An annual meeting, between Learfield,

the Associate Athletic Director for External Affairs, the Assistant to the Director of Athletics and

the Director of Purchasing shali take place no later than June I of each Agreement year. The

meeting shall consist of a thorough review of all gross revenue with regards to inventory subject

to this Agreement and the calculation of the AGR. In addition to the annual revenue report to be

submitted by Leafield on June 1" of each year, Learfield will also provide University routine

updates and upon University request, infomation addressing sa!es activity, sponsorships and

revenue progress in a manner which matches the natural flow of business as mutually agreed

- upon by the Parties consistent with the provisions of Section 1.2 of this Agreement. The

University reserves the right to audit any and all of Learfield's records, agreements or affiliate

contracts pursuant to any of the University's inventory at the time. Learfield agrees to furnish the

information requested in writing by the University within five (5) business days from the time of

Leartield's receipt of the request.

Universit?; Information; Learfield Information. Learfield agrees that -any

information it receives during the course of its performance, which concerns the personal,

tinancial. or other affairs of L'niversity. its regents, officers. employees or students will be kept

contidential and in conformance with all state and federal laws relating to privacy. University

agrees that any information it receives from Learfield under this Agreement which concerns the

personal. financial or other affairs of Leartield. its members. stockholders. officers, directors,

employees and advertisers will be kept confidential and in conformance with a11 state and federal
laws relating to privacy to the extent permitted by law.

7.2 Insurance. W'ithout limiting any liabilities or any other obligations of Learfield,
4
Learfield shall provide two (2) certificates of insurance to the University prior to execution of

this Agreement documenting the minimum insurance coverase requirements listed below.

Coverage is subject to University approval. Such insurance coverase must be maintained until all

obligations under t h s Agreement are satisfied.

7.2.1 Workers' Compensation. Applicable Workers Compensation insurance to

cover liability imposed by Federal and State statutes having jurisdiction over Learfield's

employees engzged in the performance of Learfield's obligations hereunder. Employer's Liability

insurance of no less than SS00,OOO each employee and S500,OOO each accident.

7.2.2 Commercial General Liabilitv. Commercial General Liability icsurance

with a minimum limit of ONE MILLION DOLLARS Dollars (S1,000,000) per occurrence. This

policy shall include coverage for bodily injury and property damage, including completed

operations. personal injuq: coverage for contractual employees. blanket contracmal and products

and completed operations. personal injury, coverage for contractual employees, blanket

contractual and products and completed operations. Policy shall contain a severabiIity of

interests provision.

Commercial Automobile Liabilitv. Commercial Automobile Liability

insurance with a combined single limit for bodily injury and property damage of not less than

ONE %lILLIOS DOLLARS (S 1,000,000) with respect to Leartield's owned. non-owned, hred.

or borrowed vehicles. assigned to or used in performance of this Ayeeinent.

2.4 I(mbrel1a Liabilitv Insurance. Umbrella Liability insurance with a

minimum limit of 5 1.000,000 per occurrence and shall apply to al! underlying and primary

liability coverage required ab0t.e.

Media Professional Liabilitv Insurance. Media Professional Liability

insurance with a minimum limit of THREE MILLION DOLLARS ($3,000,000) per claim and

annual aggresate. This polic) shall include coverage for professional errors and omissions,

advertiser's liability, publisher's liability, broadcaster's liability and electronic liability. This

policy shall include coverage for contingent bodily injury liability.

7.2.6 Additional Insured. The Commercial General Liability, Commercial

Automobile Liability and Umbrella Liability policies required herein shall be endorsed to include
.
the State of Iowa; University of Iowa; Board of Regents, State of Iowa, their agents, officials and

employees as additional insured.

7.2.7 Subroeation. To the extent allowable under Learfield's policies of

insurance. Learfield and its insurers providing the required coverage shall waive all rights of

subrosation or recovery against the State of Iowa; University of Io~va:Board of Regents, State of

Iotva. their ayents. ofticials and employees as additional insured.

-I 2 . 5 .Authorization. All required insurance policies shall be issued by reputable

insurance companies duly authorized to engage in the insurance business in the State of Iowa,

tvith an A.M. Best's rating of A-, VII or better. These policies shall be primary coverage.

Certificates shall specify name of the project and provide that no less than Z0 days notice of non-

reneua!. cancellation or material change shall be given to the University.

-1.2.9 Failure to Maintain Insurance. Failure on the part of Learfield to procure

or maintain required insurance shall constitute a material breach of contract under the provisions
of Section 6.2.3 which section shall then be applicable, or. at its discretion, University may

procure or renew such insurance and pay any and all. premiums in connection therewith, and all

monies so paid by the University shall be repaid by Learfield to the University upon demand, or

the University may offset the cost of the premiums against any moneys due to Learfield.

7.2.10 Copies. The University reserves the right to request and receive certified

copies of any or all of the above policies and/or endorsements and to waive or reduce the

insurance requirements at the University's sole discretion.

7.3 Liability. Learfield agrees to be responsible for any and 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

Leafield, its employees, officers, agents, licensees, subcontractors, partners, directors, and

off~cersunder this Agreement. Learfield Communications, Inc. hereby expressly agrees to b e ,

jointly and severally liable for any and all obligations hereunder of Hawkeye Sports Properties,

L.L.C. L'niversity agrees to be responsible for any and all liabilities. injuries, claims or damages

(including claims of bodily injury or property damage) and loss. including costs and expenses,

~ n attorneys'
d fees. bi hich arise from the negligent acts or omissions of University, its employees

and agents to the extent permitted by Chapter 669 Iowa Code. 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 atromeys' ties.

7.1 Notices/.Administration. Except as otherwise provided in this Agreement, all

notices. requests and ~ t h e communications

r 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
 c o n b e d ) , or by a reco_gnized overniat courier service or by United States mail, first-class,

certified or registered, postage prepaid, return 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 :
The University of Iowa
Attention: Robert Bowlsby, Director of Athletics
Iowa City, IA 52242
Facsimile No: 3 19-335-9333
E-mail Address: robert-bowlsbv@,uiowa.edu

With a copy to:

Gay D. Pelzer
Senior Associate Counsel
120 Jessup Hall
Iowa City, IA 52246-1318
Facsimile KO: 3 19-335-2530
E-mail Address: gav-~elzer~uiowa.edu

If to Learfield:
HAW-KEYESPORTS PROPERTIES, LLC
C/OLeartield Communications, Inc:
Attention: Greg Brown
2300 Dallas Parkway, Suite 400
Plano. TX 75093
Facsimile No: (469) 241-0 1 10
E-mail Address: ~brownrZlearfield.com

With a copy to:

Philip A. Kaiser
The Kaiser Law Firm, P.C.
122; I blanchester Road, First Floor
St. Louis. h1O 63 13 1
Facsimile No: 3 11-966-7744
E-mail Address: phiI~~kaiserlawfim.com

SeverabiliQ. 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 vaiid and be enforceable to the fullest

extent permitted by law.

7.6 Survivability. The terms, provisions, representations, and warranties contained

in this Ageement that by their sense and context are intended to survive the performame

thereof by any of the parties hereunder wiIl so survive the completion of performance and

termination of this Ageement, 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 de!ay 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 terrorism, acts of state or the

United States in either its sovereign or contractual capacity, fires, tloods, epidemics, strikes and

unusually severe weather: but in every case, delay or failure to perform must be beyond the

reasanable control of and without the fault dr negligence of the Party. Notwithst~ndinganything

contained in this Section 7.7 to the contrary. the provisions of this Section 7.7 shall not override

ihz pro\ isions of Section 4.4 d relating to a Prevention Event which provisions shall continue to

apply notwithstanding the provisions of this Section 7.7.

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

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

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

convenience only and do not form a substantive part of the Agreement.

7.10 Non-Solicitation by University. University agees that during the term of this
Agreement, including any extension of the term. and for a period of twenty-four (23) months.

after its termination, irrespective of the reason for its termination. University shall not directly or

indirectly, hire or solicit any employee of Learfield or encourage any such person to terminate its

relationship with Learfield. University acknowledges that its breach of this section shall entitle

Learfield to injunctive relief. The Parties expressly agree this section 7.10 does not apply to on-

air talent, event announcers or any subcontractor of Learfield.

8.0 Miscellaneous.

8.1 Historical Levels. "Historical Levels" shall mean levels under the Original

Agreement. historical levels from the University and historical levels from vendors with whom

University presently contracts.

8.3 Best Efforts. "Best Efforts" shall mean diligently and actively pursuing an

objecti~e,in good faith, by dedicating staffing, funding and resources not less than which is

customarily and normally done.

1 3 FTlTNESS WHEREOF, Learfield and University have entered into this Agreement

as ot'ths eftective date specified above.

THE UNIVERSITY OF IOIVA HAWKEYE SPORTS PROPERTIES,

LLC,
(LEARFIELD COPI&I/IUNICATIONS,
INC., MEMBER)
.-

By: /'&

Name: George Hollins Name: Mike Behymer

Title: Business Manager Title: Vice President

Date: 8/06 Date:

A'
u
- $#
-
.-,He/
 THE UXIVERSITY OF IOWA

By: By:

Name: Greg ~ r o & Name: Robert A. Bowlsby

Title: Sr. Vice President Title: Director of Athletics

Date: Date: 6/4/~90