I.ITAi.iS CN: .'f 0 (q I THIRD AMENDMENT THIS THIRD AMENDMENT (the "Third Amendment") is made and entered into effective as of August 1, 2009, by and between THE UNIVERSITY OF TEXAS AT AUSTIN, an institution of higher education of the State of Texas ("University"), and IMG COMMUNICATIONS, INC., f/k/a Host Communications, Inc. a Kentucky corporation having an office and place of business at 546 East Main Street, Lexington, Kentucky 40508 ("IMG"). WIT N ES S E TH: WHE13EAS, the University and IMG entered into that certain Amended and Restated Rights Agreement having an effective date of July 1, 2001 (the "Agreement"); WHEREAS, the University and IMG are parties to that certain Amendment dated as of February 1 , 2003 (herein the "First Amendment"); and WHEREAS, the University and IMG are parties to that certain Second Amendment dated as of July 1, 2005 (herein the "Second Amendment"); and WHEREAS, the University and IMG now desire to further amend the Agreement as set forth herein in this Third Amendment. NOW, THEREFORE, in consideration of the premises hereof and the mutual promises and covenants herein contained, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows: 1. The Agreement is incorporated herein by this reference and attached hereto as Exhibit A. 2. The First Amendment is incorporated herein by this reference and attached hereto as Exhibit B. 3. The Second Amendment is incorporated herein by this reference and attached hereto as Exhibit C. 4. Section l.Q. of the Agreement is hereby deleted in its entirety and replaced with the following: Q. "Adjusted Gross Revenue" means Gross Revenue actually collected by IMG less: (i) any revenue collected from Title Sponsorship Agreements where the opposing school is compensated; (ii) any revenue collected from sales made by IMG on behalf of third parties (e.g., sales commissions paid to IMG by third parties); (iii) any unaffiliated third party agency commissions; (iv) any revenue collected by IMG that Page 1 requires IMG to incur pass-through costs (i.e., when an Advertiser remits revenue to IMG and IMG is required to purchase premium items for the Advertiser with the revenue); (v) any Additional Site Revenue (as defined in Section IX.J.); and (vi) any expense mutually agreed upon by the University and IMG. All pass-through costs and unaffiliated third party agency commissions incurred by IMG shall be documented and subject to the University's approval." 5. Section II. of this Agreement is hereby deleted in its entirety and replaced with the following: II. TERM This Agreement shall be effective from July 1, 2005 through June 30, 2022. Beginning January 10, 2020 and for a period of ninety (90) days thereafter ("Negotiation Period"), the University will negotiate with IMG concerning an extension of this Agreement upon mutually agreeable terms and conditions. If at the end of the Negotiation Period, the University and IMG have not agreed upon terms and conditions for such extension and have failed to execute a letter of intent evidencing such agreement, then neither the University nor IMG shall have any further contractual obligation to negotiate with the other concerning extension of this Agreement. Notwithstanding the preceding sentence, University and IMG may, by mutual consent, negotiate further during the Term concerning an extension of this Agreement. 6. All references in Sections 111.B. and C. of the Agreement to "June 30, 2015" are hereby deleted and replaced with "June 30, 2022". 7. The following sentence shall be added as the last sentence of Section Vl.J. of the Agreement: "Upon IMG's request, the University may grant permission for IMG to receive, at no cost, four (4) complimentary seats on any University chartered flight to away football Games and the opportunity for IMG to purchase four (4) hotel rooms at the team rate at the team hotel for such away football Games. Such request from IMG must be made at least two (2) months prior to the beginning of the football season in each Contract Year." 8. Section IX.P. shall be added to the Agreement and shall read as follows: "Upon the expiration of the University's agreement with its vendor for on-line merchandising and in-stadium merchandise store, the University agrees to negotiate in good faith with IMG for a period of thirty (30) days with respect to such rights subject to the University's obligations to the current vendor and subject to University procurement rules and regulations." 9. Section Xl.A.(i) of the Agreement shall be amended as follows: "(i) six hundred (600) complimentary season tickets and ninety (90) complimentary parking passes, of which 44 parking passes are VIP level, for home football Games, provided that 16 of the Page 2 600 complimentary home football season tickets will be tickets to the Suite referred to in Section 33 hereof." 10. Section Xl.A.(xxii) of the Agreement shall be amended as follows: "(xxii) the University may grant permission based upon availability for IMG to purchase four (4) tickets to each away men's basketball Game, when requested in advance of the basketball season by IMG." 11. The last sentence of Section XI.A. of the Agreement shall be amended as follows: "Notwithstanding the above, the University shall provide the following additional allotment of such tickets for IMG to provide signage and video board advertisers and sponsors: thirty-six (36) premium football tickets and seven (7) reserved football parking passes; and eighteen (18) men's arena level basketball tickets and three (3) reserved parking passes." 12 Section Xl.C.2(i) of the Agreement shall be amended as follows: "(i) sixteen (16) football season tickets to University home football Games for the Spanish language Radio Network;" 13. Section Xl.G. shall be added to the Agreement and shall read as follows: G. Use of University Athletics Facilities. Subject to University's permission and in compliance with The University of Texas at Austin Handbook of Operating Procedures and The University of Texas System Board of Regents' Rules and Regulations, IMG may request use, at no charge, of suites, rooms and/or other areas at its athletics facilities for non-game day events. 14. Section XV.A. of the Agreement shall be deleted in its entirety and replaced with the following: A. Annual Rights Fee. For the rights and privileges granted to IMG by the University under this Agreement, IMG shall pay to the University an Annual Rights Fee (herein so called) in the amount of Three Hundred and Ten Thousand Dollars ($310,000). IMG agrees to pre-pay the University the Annual Rights Fee in the total amount of One Million Six Hundred Thousand Dollars ($1,600,000.00) on or before November 15, 2005. The balance of the Annual Rights Fee shall be paid in four (4) equal installment payments to be paid when the Adjusted Gross Revenue Royalty is paid during each Contract Year. The Annual Rights Fee for each Contract Year may be adjusted as mutually agreed by the parties to reflect sales performance. In addition to the Annual Rights Fee, IMG agrees to pay the University One Million Two Hundred Thousand Dollars ($1,200,000) on June 30, 2010 for the purchase of new signage inventory for the University's football and basketball athletics facilities. The University agrees to reimburse IMG for such signage investment by agreeing that IMG may deduct One Hundred Twenty Seven Thousand Eight Hundred Sixty Three Dollars Page3 ($127,863.00) from its remittances of the Annual Rights Fee and/or the Adjusted Gross Revenue Royalty to the University in each Contract Year beginning with the sixth Contract Year (2010-2011) and concluding with the seventeenth Contract Year (2021-2022). 15. Section XV.B. shall be deleted in its entirety and replaced with the following: B. Adjusted Gross Revenue Royalty. During each Contract Year, IMG shall use reasonable commercial efforts to invoice and collect all Gross Revenue (as defined in Section l.P.) due to IMG from sales and marketing of the rights and licenses granted herein, and any renewals, extensions, substitutions, reinstatements and resumptions thereof. In addition to the Annual Rights Fee, IMG shall remit to the University an Adjusted Gross Revenue Royalty (herein so called) based on a percentage of the aggregate of Adjusted Gross Revenue (as defined in Section l.Q.) collected by IMG pursuant to the following increments: (1) Contract Year 1 (2005-2006) (a) 54% of Adjusted Gross Revenue collected less than or equal to $5,000,000.00; plus (b) 70% of Adjusted Gross Revenue collected greater than $5,000,000.00 but less than or equal to $10,000,000.00; plus (c) 80% of Adjusted Gross Revenue collected greater than $10,000,000.00 but less than or equal to $15,000,000.00; plus (d) 82.5% of Adjusted Gross Revenue collected greater than $15,000,000.00; and (2) Contract Years 2 - 4 (2006-2007. 2007-2008. 2008-2009) (a) 60% of Adjusted Gross Revenue collected less than or equal to $5,000,000.00; plus (b) 74% of Adjusted Gross Revenue collected greater than $5,000,000.00 but less than or equal to $10,000,000.00; plus (c) 80% of Adjusted Gross Revenue collected greater than $10,000,000.00 but less than or equal to $15,000,000.00; plus Page 4 (d) 82.5% of Adjusted Gross Revenue collected greater than $15,000,000.00. (3) Contract Year 5 (2009-2010) (a) 0% of Adjusted Gross Revenue collected less than or equal to $5,000,000.00; plus (b) 62% of Adjusted Gross Revenue collected greater than $5,000,000.00 but less than or equal to $10,000,000.00; plus (c) 80% of Adjusted Gross Revenue collected greater than $10,000,000.00 but less than or equal to $15,000,000.00; plus (d) 82.5% of Adjusted Gross Revenue collected greater than $15,000,000.00. (4) Contract Year 6 (2010-2011) (a) 30% of Adjusted Gross Revenue collected less than or equal to $5,000,000.00; plus (b) 62% of Adjusted Gross Revenue collected greater than $5,000,000.00 but less than or equal to $10,000,000.00; plus (c) 80% of Adjusted Gross Revenue collected greater than $10,000,000.00 but less than or equal to $15,000,000.00; plus (d) 82.5% of Adjusted Gross Revenue collected greater than $15,000,000.00. (5) Contract Year 7 (2011-2012) (a) 30% of Adjusted Gross Revenue collected less than or equal to $5,000,000.00; plus (b) 74% of Adjusted Gross Revenue collected greater than $5,000,000.00 but less than or equal to $10,000,000.00; plus Page 5 (c) 80% of Adjusted Gross Revenue collected greater than $10,000,000.00 but less than or equal to $15,000,000.00; plus {d) 82.5% of Adjusted Gross Revenue collected greater than $15,000,000.00. (6) Contract Years 8 - 17 (2012-2013 through 2021-2022) (a) 60% of Adjusted Gross Revenue collected less than or equal to $5,000,000.00; plus {b) 74% of Adjusted Gross Revenue collected greater than $5,000,000.00 but less than or equal to $10,000,000.00; plus (c) 80% of Adjusted Gross Revenue collected greater than $10,000,000.00 but less than or equal to $15,000,000.00; plus (d) 82.5% of Adjusted Gross Revenue collected greater than $15,000,000.00. IMG shall be entitled to retain the balance of the Adjusted Gross Revenue collected. IMG agrees to advance the University's Adjusted Gross Revenue Royalty as follows: (i) Four Million Nine Hundred Thousand Dollars ($4,900,000.00) during the fifth Contract Year ("2009-201 O Advance"); (ii) Three Million Six Hundred Thousand Dollars ($3,600,000.00) during the sixth Contract Year ("2010-2011 Advance"); and (iii) One Million Five Hundred Thousand Dollars ($1,500,000.00) during the seventh Contract Year ("2011-2012 Advance"). Such advances shall be paid as follows: (i) Two Million Five Hundred Thousand Dollars ($2,500,000.00) of the 2009-2010 Advance in three (3) equal installments on the February 1, 2010, April 1, 201 O and June 1, 2010, with the remaining Two Million Four Hundred Thousand Dollars ($2,400,000.00) of the 2009-201 O Advance to be paid in four (4) equal installments on the Settlement Dates in the fifth Contract Year (2009-201 O); (ii) One Million Five Hundred Thousand Dollars ($1,500,000.00) of the 2010-2011 Advance in three (3) equal installments on February 1, 2011, April 1, 2011 and June 1, 2011, with the remaining Two Million One Hundred Thousand Dollars ($2,100,000.00) of the 2010-2011 Advance to be paid in equal installments on the Settlement Dates in the sixth Contract Year (20102011 ); and (iii) the 2011-2012 Advance to be paid in equal installments on the Settlement Dates in the seventh Contract Year Page 6 (2011-2012). 16. The first sentence of Section XV.D. of the Agreement shall be deleted in its entirety and replaced with the following: "Subject to the prepayments set forth in Section XV.B., remittances to the University of the Adjusted Gross Revenue Royalty provided for in Section XV.B. of this Agreement shall be made on the following dates (the "Settlement Date(s)") following the conclusion of each quarter in each Contract Year during the term of this Agreement based upon the Adjusted Gross Revenue collected during the preceding quarter: October 31, January 31, April 30 and August 21." 17. Section XV. E. of the Agreement shall be deleted in its entirety and replaced with the following: E. Suite Fee/Foundation Donation. During each Contract Year beginning July 1, 2009, IMG shall maintain a Suite License Agreement with University for use of a suite in a premium location (between the 30 yard lines) at Darrell K Royal - Texas Memorial Stadium at a cost of Seventy Four Thousand Dollars ($74,000.00) per Contract Year. IMG's payment for the suite at Darrell K Royal - Texas Memorial Stadium shall be made on or before April 1 in each Contract Year. In addition, during each Contract Year beginning July 1, 2009, IMG shall maintain a Suite License Agreement with University for use of a suite at FEC at a cost of Sixty Thousand Dollars ($60,000) per Contract Year, which shall include the tickets accompanying such suite. IMG's payment for the suite at FEC shall be made on or before September 1 in each Contract Year. In addition, during each Contract Year beginning July 1, 2009, IMG shall maintain a Suite License Agreement with University for use of a suite at UFCU Disch-Falk Field at a cost of Thirty-Six Thousand Dollars ($36,000) per Contract Year, which shall include the tickets accompanying such suite. IMG's payment for the suite at UFCU Disch-Falk Field shall be made on or before November 1 in each Contract Year. In addition in each Contract Year, IMG shall make a donation to the Longhorn Foundation equal to Eighty Thousand Dollars ($80,000) (which such donation shall be in addition to the donation that IMG makes in each Contract Year totaling $51,320 for the tickets provided to IMG for signage and video board advertisers and sponsors pursuant to Section XI.A.), which shall entitle IMG to be designated as a "Legacy" level donor (or such other designation given by the Foundation to its top level donors at any time during the term of this Agreement) to the Longhorn Foundation and to receive preference in accordance with such status for access to tickets, parking passes, hospitality passes and other Foundation donor benefits. In all other respects, the parties to this Third Amendment agree to be bound by 18. the remaining unchanged provisions of the Agreement as amended by the First Page 7 Amendment and the Second Amendment. This Third Amendment, together with the unchanged provisions of the Agreement, the First Amendment and the Second Amendment, shall supersede any and all other agreements between the parties hereto. All terms of this Third Amendment which are defined in the Agreement, the First Amendment and/or the Second Amendment shall have the same meaning as ascribed therein. This Amendment is not effective for amounts exceeding one million dollars ($1,000,000) until approved by the Board of Regents of The University of Texas System. IN WITNESS WHEREOF, the parties acting by and through their duly authorized officers or agents have executed this Third Amendment to be effective as of August 1, 2009. Name: Its: Date Vi e President and Chief Financial Officer Signed:_----tf+'~~~<+~"'f+-------- IMG COMMUNICATIONS, INC. s,>4-/)~7 Name: ThemA:>. ..::J. .Siu. lfc Its: -SLJP 4 r11Mft