AGREEMENT
This Agreement is entered into as of May 16, 1996 by and
between Papa John's International, Inc., a Delaware corporation
("Sponsor") and University of Louisville Athletic Association,
Inc., a nonprofit corporation organized under the laws of the
Commonwealth of Kentucky ("Association"), as follows:
WHEREAS,
(1)

The University of Louisville ("University") desires to
construct a new football stadium ("the Stadium") for its
athletic program, which Stadium will be leased to anti
operated by Association for such purpose; and

(2)

Sponsor wishes to obtain certain rights with respect to
University football games and other events held in the
Stadium;

NOW, THEREFORE, the parties agree as follows:
1.
Payments.
For the purpose of assisting University in
constructing and equipping the Stadium, and to obtain 'certain
rights hereunder, Sponsor agrees to make payments to Association
aggregating One Million Dollars ($1,000,000) payable in ten equal
annual installments of $100,000 each, the first installment being
due and payable on or before August 1, 1997 and a like installment
due on or before each August 1 thereafter to and including August
1, 2006.
2.

Representations

and Warranties

of Sponsor.

Sponsor

represents and warrants to Association that:
(a) Sponsor has the power, authority and capacity to
enter into and carry out this Agreement; and
(b) this Agreement has been duly and validly authorized
by all corporate action required on the part of Sponsor, has been
duly and validly executed and delivered by Sponsor, and is a valid
and binding obligation of Sponsor, enforceable in accordance with
its terms.
3.

(

Representations

and

warranties

of

AsSOCiation.

Association represents and warrants to Sponsor (as of the date of
this Agreement and as of the date of each payment under this
Agreement) that Association:

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I.
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(a) has been duly incorporated and is validly existing
as a nonprofit corporation in good standing under the laws of the
Commonwealth of Kentucky; and
(b) has duly authorized, executed and delivered this
Agreement and has full power and authority to perform all of its
obligations hereunder.
4.
Tickets; Seating.
Association agrees that during the
Term (as defined below), Association shall provide to Sponsor, and
Sponsor shall have exclusive use of, the following with respect to
University football games in the Stadium, each of which shall be
without cost to Sponsor (other than the $1,000,000 payment
referenced in paragraph 1) unless otherwise indicated:
(a) one of the two (at Sponsor's choice) 50-yard line
suites with tickets and all related privileges for 24 persons in .
the Club section of the Stadium;
(b)
tickets and all related privileges with respect to
four Platinum seats in the Stadium, which tickets and related
privileges will remain the property of Sponsor forever and will not
revert to Association at the end of the Term;
(c) 24 additional football season tickets located
between the 25-yard and 40-yard lines (Corporate Section), which
will be either in one 24-seat block or two 12-seat blocks;
(d)
a hospitality tent inside the Stadium grounds
equivalent to other corporate hospitality tents (all costs of
furnishing,
decorating,
and
food
and
beverage
are
the
responsibility of Sponsor);
(e) two valet,
parking spaces; and

eight prime and ten general admission

(f) use of the Club meeting space at anytime during the
year (as available on a first come, first served basis) with
Sponsor paying out-of-pocket expenses ·only.
·
The parties shall enter into the Association's standard lease
agreement and Stadium Seat Rights Agreement with respect to the
above, except Sponsor shall have the right to make reasonable
changes to such agreements.
The Fundraising Brochure, attached hereto as Exhibit A, and
expressly made a part hereof, describes the amenities associated
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with Club Section, Platinum seats, hospitality tent and parking,
all of which Sponsor will be entitled to during the Term and as
otherwise specified herein.
5.
Term. As used in this Agreement, "Term" means the period
beginning with the date of this Agreement and ending on December 31
following the fifteenth season in which University's football team
plays at least 50% of its home games in the Stadium.
6.
Basketball; Tournament Events.
During the Term, if
Sponsor purchases a suite for University basketball games and other
events at Freedom Hall, Sponsor will be allowed to purchase the
suite at one-half the price otherwise applicable, and will be
furnished season basketball tickets (and related privileges) at no
charge. During the Term, Sponsor shall have the right to purchase
not fewer than four tickets at the then-current prices with respect
to all Bowl and NCAA tournament games in which the University
participates.
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Stadium Pizza Sales.

(a) Of the payment called for in Paragraph 1, $300,000
shall constitute payment by Sponsor to Association in exchange for
exclusive rights during the Term to market and sell pizza and other
products typically offered for sale by companies primarily engaged
in the sale of pizza ("Pizza-Related Products") at the Stadium
during all events held at the Stadium (whether University events or
other events).
(b) During the Term, Association will provide Sponsor
two complimentary tents in the Street Festival portion of the
Stadium grounds, which may be used by Sponsor for the sale of its
pizza and Pizza-Related Products or in a manner otherwise
consistent with other tents located in the Street Festival.
(c) During the Term, Association will require its
concession operator ("Concessionaire") to permit Sponsor to be the
exclusive vendor of pizza and Pizza-Related Products at all Stadium
events.
Association will cause Concessionaire to enter into a
commercially reasonable contract (a form of which will be provided
by Sponsor) with Sponsor governing Sponsor's sale of such pizza and
Pizza-Related Products by Sponsor. Sponsor shall also have the
right to sell soft drink beverages and beer (the types of which
shall be designated by Association or Concessionaire) . Association
confirms that the royalty to be charged to Sponsor by
Concessionaire during the Term with respect to sales by Sponsor of
its pizza, Pizza-Related Products and soft drink beverages shall
not exceed 15% of Sponsor's gross sales (less only retail sales
3

 ,.
tax). The royalty to be charged to Sponsor with respect to beer
shall be the same as the royalty charged to any other vendor at the
Stadium.
(d) Association hereby grants, and Concessionaire shall
be required to consent to, exclusive use and access by Sponsor of
up to six concession hubs in the Stadium in which Sponsor's pizza
and related products may be prepared and sold by Sponsor, as well
as four to six reasonably sized mobile units or kiosks (to be
provided by Sponsor) from which Sponsor shall be permitted to sell
its products.
(e) The six concession hubs shall be reserved for the
exclusive use of Sponsor and shall be constructed as part of the
Stadium project at no additional charge to Sponsor.
Each
concession hub shall include a concrete floor, plumbing rough-in,
walls, ceiling and lighting to Sponsor's specifications and shall
be equipped with adequate HVAC, water, electrical (up to two 200amp panels) and proper ventilation at no additional cost to
Sponsor. Sponsor shall be permitted to install, at its expense, a
lighted awning across the facade of each of the concession hubs and
other reasonable signage identifying Papa John's as the Stadium
pizza vendor. Sponsor shall provide the equipment and smallwares
necessary to operate the hubs as well as its signage (subject to
the approval, which will not be unreasonably withheld, of
Association) at Sponsor's sole cost. Walk-in cooler refrigeration
space, adequate to meet Sponsor's reasonable needs, will be
provided in the Stadium for use by Sponsor.
(f) Sponsor shall operate in accordance with the
agreement entered into with the Concessionaire and shall be subject
to the policies and procedures of Concessionaire, except that
Sponsor will be solely responsible for and have authority over the
hiring of employees to sell Sponsor's pizza and the management of
cash in Sponsor's hubs and related sales units. The Association's
selection of Concessionaire shall be subject to its agreement to
adhere to these terms.
8.

Other Pizza Sales.

(a) The Association shall use its best efforts in
assisting Sponsor in securing the purchase or lease of real estate,
on terms acceptable to Sponsor, on or near Belknap campus for the
construction by Sponsor of a restaurant to serve the University
Campus.
In the event a suitable location is not secured within
twelve months after this Agreement, the University agrees to
provide an on-Campus outlet for the sale of Sponsor's pizza
acceptable to Sponsor on a comparable rent basis during the Term.

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(b) The Association shall use its best efforts in
assisting Sponsor in entering into agreements with the existing
concession operators for the sale of Papa John's pizza at the
Fairgrounds and Freedom Hall.
9.
AdVertising; Promotional Appearances.
The Association
shall use its best efforts to ensure that the head football coach
of the University shall participate in one advertisement or
commercial, and two personal promotional appearances, each year at
no charge to Sponsor.
Sponsor agrees to pay travel and other
expenses associated with the advertising or promotional appearance.
10 . Breach of Aareeroent; Remedies. In the event construction
of the Stadium has not been substantially completed by September 1,
1999 (if reasonably possible), Sponsor shall have the right to
terminate this Agreement and receive from the Association a
complete refund of its contribution. At such time, Sponsor shall
have no further obligations under this Agreement.

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11. Indemnification. Association shall indemnify and hold
Sponsor harmless from and against any and all losses, costs,
claims, liabilities, damages, deficiencies or expenses (including
reasonable fees and expenses of counsel) which arise directly or
indirectly from the planning, construction, occupation, use or
operation of the Stadium by Association and University, including:
(a) any litigation, arbitration,
judicial, quasijudicial or administrative proceeding arising from the planning,
construction, occupation, use or operation of the Stadium; and
(b) all environmental, emission control, waste disposal,
occupational health and safety and like matters, claims or
liabilities arising directly or indirectly from acts or omissions
of Association or any predecessor owners of the property on which
the stadium is to be located.
12. Successors and Assigns. This Agreement shall be binding
upon, and shall inure to the benefit of and be enforceable by, the
parties hereto and their respective heirs, successors and assigns.
A party to this Agreement shall have the right to assign its
benefits, rights, and obligations to a third party upon obtaining
the written consent of the other party to this Agreement, which
consent shall not be unreasonably withheld.
·13. Captions. The captions in this Agreement are included
for purposes of convenience only and shall not be considered a part
of this Agreement in construing or interpreting any provision
hereof.
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14. Governing LaW. This Agreement shall be governed by, and
shall be construed and enforced in accordance with, the laws of the
Commonwealth of Kentucky.
PAPA JOHN'S INTERNATIONAL, INC.

UNIVERSITY
OF
LOUISVILLE
ATHLETIC ASSOCIATION, INC.

By:(].~~
~

By:_--no~~--____;=--....;;...._---t---

Its:VfJy..~

Its: ____~Ch~a~i~rm~a~n~---------------

0066255.04

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6

 AMENDMENT TO AGREEMENT

THIS AMENDMENT (?Amendment?) is made and entered into as of Q?gmday of September,
2000, by and between PAPA INTERNATIONAL, INC, a Delaware corporation (?Sponsor?),
and (ii) UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC, a nonpro?t corporation
organized under the laws 'of the Commonwealth of Kentucky (?Association?).

RECITALs:

A. The parties hereto entered into an Agreement dated as of May 16, 1996
(?Agreement?) with respect to a new football stadium for the University of Louisville?s
(?University?) athletic program.

B. The University is in the process of constructing Cardinal Park 
C. Sponsor wishes to make a contribution toward the construction of the Park.

D. The parties desire to? enter into this Amendment to reflect the manner in which the
Contribution will be made and certain related matters.

AGREEMENT:
0W, THEREFORE, the parties hereby agree as follows:

1. CONTRIBUTION. For the sole purpose of assisting the University in constructing and
equipping the Park, in addition to the initial $1 million in contributions Specified in the Agreement,
Sponsor agrees to make a contribution to the Association of $1,000,000. The contribution will be
made in ten equal annual installments of $100,000, the ?rst of such annual installments to be made
on or before May 31, 2001.

2. ACKNOWLEDGMENT AND BENEFITS. In consideration for the contribution provided for in
Section 1, Sponsor will receive the following acknowledgments and bene?ts: 

Acknowledgment of the contribution by diSplay of Sponsor?s logo (or message)
on the Park?s electronic sign board visible from 1-65 (minimum of 5 messages per hour, 24 hours per

day).

Acknowledgment of the contribution by inclusion Of Sponsor?s logo on distinct
signage in multiple locations throughout the Park. The exact signage and locations will be mutually
agreed upon by Sponsor and the Association.

Acknowledgment of Sponsor as a corporate sponsor on the video wall and game
programs for basketball, football and all other University hosted NCAA sanctioned sports events.
As to the program ads, such acknowledgment shall be accomplished by association furnishing
Sponsor (without further cost to Sponsor) a 1/2-page black and white advertisement in each of

 

Sponsor?s programs, with Sponsor having the option to increase to a four?color ad at Sponsor?s
expense.

Sponsor will be the exclusive pizza vendor and advertiser for all Park and
Association venues, and Association shall direct all sports, cheerleading and other camps af?liated
with Association or located on campus to exclusively use Sponsor?s product when pizza is served.

(2) Sponsor will be designated as the ?Of?cial Pizza Of the University of Louisville
Athletic Department? and the ?Exclusive Pizza of the University of Louisville Athletic Department?
with the right to use such designation in Sponsor?s advertising and other communications.

3. REPRESENTATIONS AND WARRANTIES OF ASSOCIATION. Association hereby
represents and warrants that the representations and warranties made by Association in the
Agreement are true and correct as of the date hereof.

4. AMENDMENT OF AGREEMENT.

Section 4(b) of the Agreement is hereby amended by deleting the word ?four?
which appears in the second line thereof and substituting therefore the word ?eight?.

Section 4(c) of the Agreement is hereby amended in its entirety to read as
follows:

ten red lot and ten green lot parking spaces (or equivalent parking
spaces if the stadium parking designations are subsequently revised) 

Section 4 of the Agreement is hereby amended by substituting a semi-colon for
the period at the end of subsection and by adding at the end thereof the following:

Upon a corporate suite becoming available at the Stadium,
Sponsor will have the option to occupy Suite 522, the press level
suite currently occupied by WDRB. In the event that Sponsor elects
not to exercise such Option when an additional suite first becomes
available, it shall again have such option when a suite next becomes
available, or at the conclusion Of each five-year suite term during the
Term. Upon exercising such Option, Sponsor shall be responsible for
the cost of connecting suite 5 22 to its current press level suite and the
interior build?out of the same and Association, at its expense, would
bear the expense of relocating the suite 522 tenant to an alternate
suite. Upon exercising such Option, Sponsor shall be responsible for
the annual suite charge for suite 522, but Association shall waive the
ticket charges during the Term;

Association shall waive the suite and ticket charges for Suite 523
during the Term; and

 

 Association shall use its best efforts to enable Sponsor to purchase
up to 150 quality tickets (?eld-level, club-level or as otherwise
determined by Sponsor) to all events held at the Stadium (University
sponsored or otherwise), including providing noti?cation to the event
promoter of this right.

Section 5 of the Agreement is hereby amended in its entirety to read as follows:

?As used in this Agreement, ?Term? shall mean the period beginning
with the date of this Agreement and ending on December 31, 2033 

The Agreement is hereby amended by adding at the end thereof the following:

?15. Renewal Right. Sponsor is hereby granted an option to extend
the Term of this Agreement at the conclusion of the Term for an
additional 10 years. In order to exercise such option, Sponsor shall
give written notice to Association not later than 2 years prior to the
end of the Term. If Sponsor exercises its Option to renew, it shall pay
$7,500,000 to Association in ten equal annual installments of
$75 0,000, the ?rst of such annual installments to be paid on or before
December 31, 2034.

16. Stadium Related Matters. Association hereby agrees to increase
its efforts and Vigilance to promote the identity and use of the
Stadium, including the following:

Using its best efforts to ensure the use of the Stadium logo
in all advertising and media promoting events (University or
otherwise) held at the Stadium.

To market the Stadium for additional use for concerts,
sporting events and other quality events to maximize the Stadium?s
use and national visibility; provided that such additional usage shall
not unduly harm the playing surface of the ?eld.

17. Freedom Hall Matters. During the Term:

Association shall provide to Sponsor four live game
minutes (based on game clock time) per half for each basketball
season (plus pre-game, half-time and post-game) of Sponsor?s logo
on the two Court?side Dorna rotational signs (or equivalent or more
visible signs if the Dorna signs are ever discontinued) at all
University home basketball games (men?s and women?s programs)
without cost to Sponsor. 

U.)

 

 Association will provide to Sponsor, as soon as they
become available, four ?oor level men?s basketball game seats
(grouped together) at Freedom Hall. -Until such seats become
available, Association will provide to Sponsor four choice ZOO-level
men?s basketball game seats (grouped together) at Freedom Hall.
Sponsor will pay for the cost of these tickets, but no additional
donation will be required.

Association will assist Sponsor in securing a permanent,
long-term leased cooking facility (800 1,000 square feet) centrally
located in Freedom Hall or the Kentucky Fair and Exposition Center.

18. Con?dentiality. Association hereby agrees that it will, and will
use its best efforts to cause the University and representatives of the
Park fundraising efforts to, maintain the con?dentiality of this
Agreement and not to disclose its terms without the prior written
consent of Sponsor (unless required to do so by law)?

PAPA JOHNS INTERNATIONAL, INC.

 


I

0
Title? Vic Free ""440? v" i?e'rde 6% 5er

(?Sponsor?)

UNIVERSITY OF LOUISVILLE ATHL,

ASSOCIATION, NC.

 

,m

 
     

5. CONTINUATION 0F BALANCE OF AGREEMENT. Except as amended hereby, the
Agreement remains unchanged and in full force and effect.

6. BINDING AGREEMENT. This Amendment shall be binding upon, and inure to the bene?t
of, the parties hereto and their respective successor and assigns.

7. GOVERNING LAW. This Amendment shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Kentucky. without regard to its con?ict of laws rules.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year
?rst above written.

ITC

 

 

(?Association?)

 

.
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SECOND AMENDMENT TO AGREEMENT
THis AMENDMENT ("Second Amendment'') is made and entered into as ofthe 2 ?~yof
August, 2007, by and between (i) PAPA JOHN'S INTERNATIONAL, INC., a Delaware corporation
.("Sponsor"), and (ii) UNIVERSITY OJ' LoUISVRLE ATHLETIC AssOCIATION, INC., a nonprofit
corporation organized under the laws of the Commonwealth of Kentucky ("Association'').
RECITALS:

A.
The parties hereto entered into an Agreement dated as of May 16, 1996
("Agreemenf'), pursuant to which Sponsor made a contribution to assist with the construction of a
new football stadimn ("Stadium'') for the University ofLouisville's ("Univemity") athletic program.
B.
The parties entered into an Amendment to Agreement dated as ofSeptember26, 2000
("First Amendmenf'), pmsuant to which Sponsor made an additional contribution to assist the
University with its construction of Cardinal Park (''Parkj.

C.
University is in the process ofundertaking an expansion to the Stadium and Sponsor
wishes to make a contribution toward the project.

D.
The parties desire to enter into this Second Amendment to reflect the manner in which
the contribution will be made and certain related matters.
AGREEMENT:

Now, THEREFORE, the parties hereby agree as follows:
1. CONTRIBUTION. For the sole putpose ofassisting the University in expanding PapaJohn's
Cardinal Stadium, in addition to the $2 million in contributions specified in the Agreement and First
Amendment, Sponsor agrees to make a contribution to the Association of $4,000,000. The
contribution will be made in ten equal annual installments of $400,000, the first of which shall be ·
made on or before December 31, 2008.
2. REPRESENTATIONS AND WARRANTIES OF AsSOCIATION. Association hereby represents
and warrants that the representations and warranties made by Association in the Agreement are true
and correct as ofthe date hereof.
3. AMENDMENT OF AGREEMENT AND FIRsT AMENDMENT.

(a) Pursuant to Section 2(a) ofthe First Amendment, the Association was obligated to
display Sponsor's logo or message on the electronic sign board for Cardinal Park, which sign board
is no longer in existence. Accordingly, Section 2(a) ofthe First Amendment is hereby amended in its
entirety to read as follows:

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"(a) Acknowledgment of the contribution by display of Sponsor's
logo (or other recognition) on the Universiifs electronic sign board
located at the Central Avenue ovmpass adjacent to the Stadium, or
successor location if this sign is replaced or moved, with Sponsor
having the right to display its logo or recognition a minimum of five
times per hour, 24 hours per day...
(b) Pursuant to Section 2(c) ofthe First Amendment, the Association was required to
provide Sponsor with a Y2-page black and white advertisement in programs for basketball, football
and all other University sponsored NCAA sanctioned sports events. The second sentence ofSection
2(c) of the First Amendment ia hereby amended in its entirety to read as follows;

"As to the program ads, such acknowledgment shall be accomplished
by Association furnishing Sponsor (without further cost to Sponsor) a
full-page, four-color advertisement in each ofUniversity's programs."
(c) Section 4(e) ofthe Agreement is hereby amended in its entirety to read as follows:

(

"(e) In addition to the ten red lot and ten green lot parking passes
which Sponsor is currently entitled to receive under the Agreement,
as soon as available, Association will provide Sponsor four red lot
passes (and use its best efforts to ensure that two of these are for
spaces adjacent to Sponsor's two current red lot spaces in the first
row at the north elevator tower) and eight green lot parking spaces (or
in either case equivalent parking spaces if the Stadium parking
designations are subsequently revised);,.
(d) Pursuant to Sections 4(g) and 4(h) of the Agreement, Sponsor currently has the
right to occupy Suites 522 and 523 of the Stadium, with the annual suite fee currently waived with
respect to Suite 523 and the cost ofseason tickets and related amenities waived by Association with

respect to both such suites during the Term. In consideration ofSponsor's ftn1her contribution under
tbis Second Amendment, the last two sentences of Section 4(g) ofthe Agreement are hereby deleted
and tbe following substituted therefor:
"Association agrees: (i) as part of the Stadium expansion project,
Sponsor shall have the right to connect Suites 522 and 523 with
Sponsor agreeing to bear all costs and expenses associated therewi~
including the installation of a bathroom within the suite to which
Association hereby consents (subject only to receipt of all proper
building and other applicable permits); and (ii) to waive the annual
suite fee related to Suite 522 during the Tenn. Sponsor reserves the
right, at its sole expense, to return the combined suite to two separate
suites at a future date during the Term."

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(e) Section 4 ofthe Agreement is further amended by deleting the word "and" at the
end of Section 4(h), substituting a semi-colon for the period at the end of Section 4(i) and by adding
at the end thereof the following:

"G) 4 East Loge level seats between the 40-yard lines, with no
requirement of any :further contribution by Sponsor to secure such
seats, and the waiver for ten years of the personal seat license and
ticket charges with respect to such seats;

(k) 12 season football tickets located between the 20-yard lines in the
first twenty rows of the new-upper level, with all twelve tickets in a

single block; and
(1) the right of Sponsor's employees or designees to have priority in
purchasing up to 12 total additional seats in connection with the
Stadimn expansion at current donation and ticket prices."
(/) Section 5 of the Agreement is hereby amended in its entirety to read as follows:

(

"As used in this Agreement, 'Term" shall mean the period beginning
with the date ofthis Agreement and ending on December 31, 2040."

'·

(g) Section 7 of the Agreement is hereby amended by adding at the end thereof the
following provisions:
"(g) As part ofthe Stadium expansion project, Association hereby grants dming the
Term, and agrees to require the consent ofthe Stadium Concessionaire, exclusive use
and access by Sponsor or its assignee of two additional concession hubs and up to
tbreekiosks (one ofwhich shall be located on the South Terrace) in the upper level of
the Stadium from which Sponsor or Sponsor's assignee may prepare and sell its
products. The assignment by Sponsor ofits right to operate one or more concession
hubs shall be subject only to the reasonable consent ofAssociation, which is hereby
granted with respect to such an assignment to the Calistoga Bakery Cafe. Sponsor
shall also have the right to assign the operation of one or more of its existing
concession hubs to a third party for the preparation and sale ofnon-pizza products,
provided such products (except those offered by Calistoga Bakery Cafe as referenced
in the previous sentence) shall not be in material conflict with the menu items then
offered by the Stadium Concessionaire. All other provisions of Section 7 of the
Agreement specifying details relating to the construction and operation of Sponsor
concession hubs provided for in the original Agreement shall apply to the new
locations specified in this Section 7(g).
(h) During the T~ Sponsor or its assignee shall have the right to locate a mobile
trailer at the entrance to the Central Avenue tunnel at the north end ofthe Green Lot,

3

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 (
or other high traffic area in the Stadium parking lot mutually agreed upon by the
parties, for the sale of product by Sponsor or its assignee at all Stadium events."
(h) Section 15 ofthe Agreement is hereby amended by replacing the date referenced

therein from December 31,2034 to December 31,2041.
(I) Section 16 of the Agreement is hereby amended in its entirety to read as follows:

"16. Stadium Related Matters. Association hereby agrees to use its efforts and
vigilance to promote the identity and use of the Stadium, including the following:
(a) Using its best efforts to ensure the use ofthe Stadium logo
in all advertising and media promoting events (University or
otherwise) held at the Stadium.
(b) To market the Stadium for additional use for concerts,
sporting events, including soccer, and other quality events to
maximize the Stadium's use and national visibility. Association will
continue its current efforts to market the Stadium as the home field
for any professional soccer team that desires to locate in Louisville,
under a lease that will contain terms and conditions acceptable to
Association.''

OJ Section 17 ofthe Agreement is hereby amended in its entirety to read as follows:
"17. Basketball Arena Items. During the Term:

r.

I
(a) Whether at Freedom Hall, the proposed new downtown
Louisville basketball arena or other arena where the University plays
its men's or women's home basketball games, Association shall
display during the first and last two minutes of each half (based on
game clock time), and dming pre-game, half-time ~d post-game,
Sponsor's logo or other recognition on two com1-side Dorna scorer's
table rotational signs (or equivalent or more visible signs ifthe Dorna
signs are ever discontinued) at all University home basketball games
(men's and women's programs) without additional cost to Sponsor.
Sponsor understands that Association will require such recognition to
meet the requirements for a qualified sponsorship arrangement under
Section 513{i) of the Internal Revenue Code.
(b) Sponsor will also receive at the new downtown Louisville
arena or other venue where UL may play its home basketball games,
through University and at no additional cost to Sponsor, a limited
amount of LED fascia signage and the display of Sponsor's logo on

4

 the video wall, dming all U of L men's and women's basketball
games. The exact amount oftime shall be determined and confirmed
in writing by the parties at a later date wheri more arena information
becomes available. Sponsor understands that Association will require
such recognition to meet the requirements for a qualified sponsorship
arrangement under Section S13(i) of the Internal Revenue Code.
(c) Association sball provide Sponsor four floor level men's
basketball game seats (grouped together) at Freedom Hall. Sponsor
will pay for the cost ofthese tickets, but no additional donation shall
be required.
(d) If Univenrity ceases playing its basketball games at
Freedom Hall, in replacement ofthe four floor level seats at Freedom
Hall which Sponsor is entitled to purchase under Section 17(c),
Association agrees to furnish Sponsor or its assignee the right to
pmchase four seats near mid-court in the fust ten rows of the lower
arena at any arena where the University plays its men's or women's
home basketball games. Sponsor will pay the annual ticket cost of
these seats, but no additional donation or consideration will be
required to secure or maintain such seats.

(

(e) Pursuant to Section 6 ofthe Agreement, Sponsor currently
has the right to lease during the Term a basketball suite at one-half
the standard annual suite fee, and to receive season b&sketball tickets
(cmrently 12 seats 8Dd 10 standing room only tickets) and related
privileges, e.g. the standard number of parking passes and other
privileges afforded suite holders, at no additional charge. Association
agrees that such right shall continue at the planned new downtown
basketball arena and any subsequent venue in which the University
plays its men's or women's home basketball games during the Term.
Based on contributions to the Association and University made by
Sponsor and its Founder under the Agreement and otherwise,
Association agrees that Sponsor's total athletic giving, pledges and
priority points cummtly position Sponsor to have the first right to
select the location of such suite from those suites made available to
the University or Association at the new arena, subsequent only to the
suites selected for use by the University and U ofL Athletics."

4.
CONTINUATION OF BALANCE OF AGREEMENT. Except as amended hereby, the
Agreement remains tmchanged and in :full force and effect
5.
~enefit o~

BINDING AGREEMENT. This Amendment shall be binding upon, and inure to the

the parties hereto and their respective successor and assigns.

s

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the video wall, during all U of L men's and women's basketball
games. The exact amount oftime shall be determined and confinned
in writing by the parties at a later date when more arena information
becomes available. Sponsor understands that Association will requhe
such recognition to meet the requirements for a qualified sponsorship
arrangement under Section S13(i) of the Internal Revenue Code.
(c) Association shall provide Sponsor fom .floor level men's
basketball game seats (grouped together) at Freedom Hall Sponsor
will pay for the cost of these tickets, but no additional donation shall
be required.

•

(d) If Univemty ceases playing its basketball garnea at
Freedom Hall, in replacement of the four .floor level seats at Freedom
Hall which Sponsor is entitled to purchase under Section 17(o),
Association agrees to furnish Sponsor or its assignee the right to
purchase four seats near mid-court in the first ten rows of the lower
arena at any arena where the University plays its men's or women's
home basketball games. Sponsor will pay the annual ticket cost of
these seats, but no additional donation or consideration will be
required to secure or maintain such seats.

(e) Pursuant to Section 6 ofthe Agreement, Sponsor currently
has the right to lease during the Term a basketball suite at one-half
the standard annual suite fee, and to receive season b8sk.etball tickets
(currently 12 seats ami 10 standing room only tickets) and related
privileges, e.g. the standard number of parking passes and other
privileges afforded suite hold~ at no additional charge. Association
agrees that such right shall continue at the planned new downtown
basketball arena and any subsequent venue in which the University
plays its men's or women's home basketball games during the Term.
Based on contributions to the Association and University made by
Sponsor and its Founder under the Agreement and otherwise,
Association agrees that Sponsor's total athletic giving, pledgos and
priority points ctDTeDtly position Sponsor to have the first right to
select the location of such suite from those suites made available to
the University or Association at the new arena, subsequent only to the
suites selected for use by the University and U ofL Athletics."
4.
CONTINUATION OF BALANCE OF AGREEMENT. Except as amended hereby, the
Agreement remains unchanged and in full force.and effect
BINDING AGREEMENT. ]his Amendment shall be binding upon, and inure to the
5.
benefit o:t: the parties hereto and their resp~ve successor and assigns.

5

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•

••
6.
GOVERNING LAw. This Amendment shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Kentucky without regard to its conflict of laws
roles.
IN WITNESS WHEREOF, the parties have

executed this Amendment as of the day and year

first above written.
TERNATIONAL, INC.

·v'.J).
B
y.~~~~~------------("Sponsor")

!!
Be~~~~
Tiv____________
UNIVERSITY OF LOUISVILLE ATHLETIC

AssociA110N,INC.

•

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6

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AMENDMENT TO AGREEMENT

THis AMENDMENT ("Amendment'') is made and entered into as of ~~day of September,
2000, by and between (i) PAPA JOHN'S INTERNATIONAL, INC., a Delaware corporation ("Sponsor"),
and (ii) UNIVERSITY OF LOUISVILLE ATHLETIC AsSOCIATION, INC., a nonprofit corporation
organized under the laws of the Commonwealth of Kentucky ("Association").
RECITALS:

A.
The parties hereto entered into an Agreement dated as of May 16, 1996
("Agreement") with respect to a new football .stadium for the University of Louisville's
("University'') athletic program.
B.

The University is in the process of constructing Cardinal Park ("Park'').

C.

Sponsor wishes to make a contribution toward the construction of the Park.

D.
The parties desire to enter into this Amendment to reflect the manner in which the
Contribution wili be made and certain related matters.
AGREEMENT:

Now, THEREFORE, the parties hereby agree as follows:

1. CONTRIBUTION. For the sole purpose of assisting the University in constructing and
equipping the Park, in addition to the initial $1 million in contributions specified in the Agreement,
Sponsor agrees to make a contribution to the Association of$1,000,000. The contribution will be
made in ten equal annual installments of $100,000, the first of such annual installments to be made
·
on or before May 31, 2001.
2. ACKNOWLEDGMENT AND BENEF1TS. In consideration for the contribution provided for in
Section I, Sponsor will receive the following acknowledgments and benefits:
(a) Acknowledgment of the contribution by display of Sponsor's logo (or message)
on the Park's electronic sign board visible from 1-65 (minimum of 5 messages per hour, 24 hours per
day).

(b) Acknowledgment of the contribution by inclusion of Sponsor's logo on distinct
signage in multiple locations throughout the Park. The exact signage and locations will be mutually
agreed upon by Sponsor and the Association.
(c) Acknowledgment of Sponsor as a corporate sponsor on the video wall and game
programs for basketball, football and all other University hosted NCM sanctioned sports events.
As to the program ads, such acknowledgment shall be accomplished by association furnishing
Sponsor (without further cost to Sponsor) a ~-page black and white advertisement in each of

 ..

Sponsor's programs, with Sponsor having the option to increase to a four-color ad at Sponsor's
expense.

(d) Sponsor will be the exclusive pizza vendor and advertiser for all Park and
Association venues, and Association shall diiect all sports, cheerleading and other camps affiliated
with Association or located on campus to exclusively use Sponsor's product when pizza is served.
(e) Sponsor will be designated as the "Official Pizza of the University of Louisville
Athletic Department" and the "Exclusive Pizza of the University of Louisville Athletic Department"
with the right to use such designation in Sponsor's advertising and other communications.
3.
REPRESENTATIONS AND WARRANTIES OF AsSOCIATION.
Association hereby
represents and warrants that the representations and warranties made by Association in the
Agreement are true and correct as of the date hereof.

4.

AMENDMENT OF AGREEMENT.

(a) Section 4(b) of the Agreement is hereby amended by deleting the word "four"
which appears in the second line thereof and substituting therefore the word "eight".

(b) Section 4(c) of the Agreement is hereby

~ended

in its entirety to read as

follows:
"(e) ten red lot and ten green lot parking spaces (or equivalent parking
spaces ifthe stadium parking designations are subsequently revised);"

(c) Section 4 of the Agreement is hereby amended by substituting a semi-colon for
the period at the end of subsection (t) and by adding at the end thereof the following:
"(g) Upon a corporate suite becoming available at the Stadium,
Sponsor will have the option to occupy Suite 522, the press level
suite currently occupied by WDRB. In the event that Sponsor elects
not to exercise such option when an additional suite first becomes
available, it shall again have such option when a suite next becomes
available, or at the conclusion of each five-year suite term during the
Term. Upon exercising such option, Sponsor shall be responsible for
the cost of connecting suite 522 to its current press level suite and the
interior build-out of the same and Association, at its expense, would
bear the expense of relocating the suite 522 tenant to an alternate
suite. Upon exercising such option, Sponsor shall be responsible for
the annual suite charge for suite 522, but Association shall waive the
ticket charges during the Term;

(h) Association shall waive the suite and ticket charges for Suite 523
during the Term; and
2

 (i) Association shall use its best efforts to enable Sponsor to purchase
up to 150 quality tickets (field-level, club-level or as otherwise
determined by Sponsor) to all events held at the Stadium (University
sponsored or otherwise), including providing notification to the event
promoter of this right.

(d) Section 5 of the Agreement is hereby amended in its entirety to read as follows:
"As used in this Agreement, "Term" shall mean the period beginning
with the date of this Agreement and ending on December 31, 2033."

(e) The Agreement is hereby amended by adding at the end thereof the following:
"15. Renewal Right. Sponsor is hereby granted an option to extend
the Term of this Agreement at the conclusion of the Term for an
additional 10 years. In order to exercise such option, Sponsor shall
give written notice to Association not later than 2 years prior to the
end ofthe Term. If Sponsor exercises its option to renew, it shall pay
$7,500,000 to Association in ten equal annual installments of
$750,000, the first of such annual installments to be paid on or before
December 31,2034.
16. Stadium Related Matters. Association hereby agrees to increase
its efforts and vigilance to promote the identity and use of the
Stadium, including the following:
(a) Using its best efforts to ensure the use ofthe Stadium logo
in all advertising and media promoting events (University or
otherwise) held at the Stadium.
(b) To market the Stadium for additional use for concerts,
sporting events and other quality events to maximize the Stadium's
use and national visibility; provided that such additional usage shall
not unduly harm the playing surface of the field.
17. Freedom Hall Matters. During the Term:
(a) Association shall provide to Sponsor four live game
minutes (based on game clock time) per half for each basketball
season (plus pre-game, half-time and post-game) of Sponsor's logo
on the two court-side Dorna rotational signs (or equivalent or more
visible signs if the Dorna signs are ever discontinued) at all
University home basketball games (men's and women's programs)
without cost to Sponsor.

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(b) Association will provide to Sponsor, as soon as they
become available, four floor level men's basketball game seats
(grouped together) at Freedom Hall. Until such seats become
available, Association will provide to Sponsor four choice 200-level
men's basketball game seats (grouped together) at Freedom Hall.
Sponsor will pay for the cost of these tickets, but no additional
donation will be required.
(c) Association will assist Sponsor in securing a permanent,
long-term leased cooking facility (800 - 1,000 square feet) centrally
located in Freedom Hall or the Kentucky Fair and Exposition Center.
18. Confidentiality. Association hereby agrees that it will, and will
use its best efforts to cause the University and representatives of the
Park fundraising efforts to, maintain the confidentiality of this
Agreement and not to disclose its terms without the prior written
consent of Sponsor (unless required to do so by law)."
5. CONTINUATION OF BALANCE OF AGREEMENT. Except as amended hereby, the
Agreement remains unchanged and in full force and effect.

(

6. BINDING AGREEMENT. This Amendment shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successor and assigns.
7. GOVERNING LAw. This Amendment shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Kentucky without regard to its conflict of laws rules.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year
first above written.
PAPA JOHNS INTERNATIONAL, INC.

Byp.~
Title: V,'Ce Pre~;l.u:/ -t Gyxad~ ~/fer
("Sponsor")

Title:------------("Association")
4