You are on page 1of 35

Sponsorship Agreement

This Sponsorship Agreement (this "Agreement"), which takes effect on September 1,


2003 and expires on August 31, 2010 (the "Term"), is made by and between the following
parties:

• THE COCA-COLA COMPANY, a Delaware corporation (the "Company"); and

• TEXAS A&M UNIVERSITY, an institution of higher education and an agency of


the State of Texas ("University").

For other definitions, see Exhibit A.

1. Scope
Company will be the exclusive Beverage sponsor of University, with Campus-wide Beverage
availability rights, and on and off-Campus marketing rights, on the terms and conditions -- and
subject to the limitations and exceptions -- described below. Company and its designated
subcontractors will have the exclusive right to operate full service Beverage vending and snack
vending on Campus.

2. Fees and Other Payments


2.1 Sponsorship Fees. In exchange for the rights granted under this Agreement, Company
agrees to pay University the "Sponsorship Fees" described below:

Year One (9/1/2003 - 8/31/2004) $2,320,000


Year Two (9/1/2004 - 8/31/2005) $670,000
Year Three (9/1/2005 - 8/31/2006) $670,000
Year Four (9/1/2006 - 8/31/2007) $670,000
Year Five (9/1/2007 - 8/31/2008) $670,000
Year Six (9/1/2008 - 8/31/2009) $670,000
Year Seven (9/1/2009 - 8/31/2010) $670,000

Total $6,340,000

The Sponsorship Fees will be paid as follows: Payment for Year One will be paid within
30 days of the date that this Agreement is fully executed; payments for Year Two through
Year Seven will be paid at the beginning of each Agreement Year. University will
provide an invoice to Company at least thirty (30) days prior to the due date for payments
for Agreement Years Two through Seven.

2.2 Commissions. Company will pay, or will cause its subcontractors to pay, to University a
Guaranteed Commission of Three Million Seven Hundred Twenty-Three Thousand,
Seven Hundred Twenty Dollars ($3,723,720) over the Term of this Agreement for
Company Beverages and DP Drinks (defined below) sold through Company's full service
Beverage vending machines on Campus as described in Exhibit B. The Guaranteed
Commission shall be paid as follows: the actual commissions earned by University will
be paid monthly in accordance with Exhibit B. If at the end of any Agreement Year the
actual commissions earned and paid for such Agreement Year are less than Five Hundred
Thirty-One Thousand, Nine Hundred Sixty Dollars ($531,960), then Company will pay,
or will cause its subcontractors to pay, the difference within thirty (30) business days
following the end of such Agreement Year.

In addition, Company, by way of its Beverage subcontractor, will provide an incentive


commission on the sale of vended Beverage products to the University as follows:

(A) "Minimum Vend Sales Threshold' shall mean sales volume of 90,000 cases (24 ct)
of 12 ounce containers of Company Beverages and DP Drinks, or the equivalent in
fluid ounces during an Agreement Year.

(B) On all sales of Company Beverages and DP Drinks in excess of the Minimum Vend
Sales Threshold each Agreement Year, Company, by way if its Beverage
subcontractor, shall pay to University an incentive commission equal to I% of the
sales price in Exhibit B on such sales.

2.3 Company will pay, or will cause its subcontractors to pay, to University a commission for
snacks sold through Company's vending machines on Campus as described in Exhibit B.
The commission will be paid as earned in monthly payments. Funds credited to
University through vendin~ machine sales using the debit card system shall be processed
by University as of the 1S t and last day of the month and payments mailed to Company
within two (2) weeks of the end of each such reporting period.

2.4 Marketing Expenditures. Company will allocate Three Hundred Fifty Thousand
Dollars ($350,000) over the Term of the Agreement to support an annual Marketing
Calendar. Company will implement a Marketing Calendar that will be mutually agreed
to by Company and University at the beginning of each Agreement Year, such agreement
not to be unreasonably withheld by either party. This fund will be allocated in
increments of Fifty Thousand Dollars ($50,000) by the Company for each Agreement
Year. University agrees that Company may use money from this fund to purchase the
tickets and hospitality rights described in Section 7.7 below. Should expenditures or
other value-added items delivered or provided by Company fall short of Fifty Thousand
Dollars ($50,000) in value in any Agreement Year, Company will pay University the
remaining balance at the end of the Agreement Year.

Company will also allocate Twenty-One Thousand Dollars ($21,000) over the Term of
the Agreement to support marketing through snack vending machines. The fund will be
allocated in increments of Three Thousand Dollars ($3,000) by the Company for each
Agreement Year. Should expenditures or other value-added items delivered or provided
by Company and/or its subcontractor fall short of Three Thousand Dollars ($3,000) in

2
-
value in any Agreement Year, Company and/or its subcontractor will pay University the
remaining balance at the end ofthe Agreement Year.

2.5 Product Donations. Company and/or its subcontractor will allocate Twenty-Eight
Thousand Dollars ($28,000) over the Tenn of the Agreement to support an annual
Product Donation budget. Company will implement a Product Donation budget that will
be mutually agreed to by Company and University at the beginning of each Agreement
Year. The budget will be allocated in increments of up to Four Thousand Dollars
($4,000) for each Agreement Year. University's Department of Contract Administration
will be responsible for submitting Product Donation requests to Company for approval
and submission to its subcontractor. Product Donations will be valued at the prices listed
in Exhibit C.

2.6 Payments Exclusive Consideration. University agrees that the payments and other
consideration described in paragraphs 2.1 through 2.4 and the commissions earned as
described in Exhibit B are the sole consideration due for the rights granted to Company
under this Agreement, and no other fees or other consideration will be charged.

2.7 Company and Company's subcontractors shall maintain complete and accurate records of
all operations under this Agreement in accordance with accepted industry standards and
shall keep such records for a period of not less than five (5) years after the tennination of
this Agreement. University reserves the right to conduct reasonable audits of operations
at any time during the tenn of this Agreement, including gross sales and shall have open
access upon reasonable notice and during regular business hours to all records of
Company and Company's subcontractors which relate to this Agreement and its
perfonnance upon request.

3. Beverage Pricing
3.1 Prices to University. University will purchase from Company or Company's designated
subcontractor, and Company or Company's designated subcontractor will sell to
University, all of University's requirements (100%) for Beverages and Approved Cups,
lids and carbon dioxide at the prices listed in Exhibit C. The prices in Exhibit C have
been offered to University in reliance on University's representations set forth in 11.1 (D).

3.2 Prices to Concessionaire. If, during the Tenn, University elects to contract with a third
party to manage or operate Beverage services (a "Concessionaire") on any portion of the
Campus, then the Beverage prices in Exhibit C will not apply to such Concessionaire but
will remain in effect for services operated by University. Company will then negotiate
prices for Beverages with such Concessionaire. University must cause such
Concessionaire to purchase all of such Concessionaire's requirements (100%) for
Beverages and Approved Cups, lids and carbon dioxide on Campus from Company or
Company's designated subcontractor.

3.3 Airport venue. Pricing for Sully's Landing, operating at Easterwood Airport, for post-
mix products will be Company's then current national "agency pricing" and for
bottles/cans will be in accordance with Exhibit C.

3
4. Equipment
4.1 Loan of Beverage Post-Mix Equipment.

Company will lend University Food Services, The Faculty Club and Athletics, at no
charge, the following equipment:

(A) post-mix dispensing equipment in the types and amounts Company and University
mutually determine is reasonable to serve Company Beverages and DP Drinks on
Campus; and

(B) any additional post-mix dispensing equipment reasonably needed to replace


defective or worn-out equipment or to equip new Campus locations mutually agreed
to by Company and University.

No ice makers or water filters will be provided to University by Company. The


equipment provided by Company will at all times remain the property of Company.

4.2 Vending Equipment. Company and/or its subcontractor will provide Beverage vending
machines and Snack vending machines, collectively referred to as "vending machines,"
for use on Campus and will provide maintenance/repair service for such equipment as
follows:

The initial placement for Beverage vending machines will be an additional 49 machines,
for a minimum total of 350 machines. Additional Beverage and snack vending machines
will be placed, relocated, or moved following Company surveys and a mutual agreement
between Company and University on locations. Company and University agree to
continue reviewing outdoor vending options.

Machines will have debit card readers as mutually agreed upon by Company and
University; Company will bear the cost of the readers and the installation of the readers
and University will bear the cost of wiring and the internal system and will be responsible
for servicing the readers.

Company will be responsible for all damage or loss to vending equipment, so long as
University provides security appropriate to the location, except that University will be
responsible for intentional misuse by an employee of University and agrees to pay up to
twenty-five percent (25%) of damage or loss directly caused by vandalism.

University will be responsible for the cost of all necessary electricity, plumbing and
related construction costs. Company will integrate energy saving measures during the
Term of this Agreement as follows:

(A) light timers will be placed on Beverage vending machines as mutually agreed by
Company or Company's designated subcontractor and University; and

(B) snack vending machines will be equipped with timers which may be activated as
needed.

4
4.3 University's Equipment Obligations. With respect to the equipment described in this
section, University will:

(A) upon the owner's request, execute UCC financing statements or other documents
evidencing proper ownership of the equipment;

(B) refrain from removing equipment from its location on Campus unless University
receives written consent of the equipment's owner;

(C) refrain from encumbering the equipment or permit any attachment to it, unless
authorized to do so by the equipment's owner; and

(D) reimburse Company for any loss or damage to the post-mix equipment, reasonable
wear and tear and loss or damage caused by Company excepted.

4.4 Post-Mix Equipment Service.

Company or its agent will provide University with service for the post-mix equipment as
follows: Mechanical repair service will be available 7 days per week, 24 hours per day.
Company will make repairs and provide replacement parts free of charge, up to three (3)
times per Agreement year for each piece of post-mix equipment. If a piece of equipment
requires more than three (3) repairs per Agreement year, Company will review to
determine whether the equipment needs to be replaced. Company will provide unlimited
free telephone assistance to University to resolve equipment problems in lieu of or in
addition to University requesting a service technician. But no free repair service or free
parts will be provided for intentional misuse or damage to the equipment by University's
employees. Company will invoice University, at Company's cost, for repair calls and
parts for such intentional misuse or damage. Company will provide free routine
maintenance periodically.

Company will provide Service Technicians for athletic events as mutually agreed
between Company and University. Parking passes will be provided by University to
ensure Service Technician access.

4.5 Vending Service. Company will be responsible for selecting Beverages and Snacks for
vending, stocking its vending machines, providing refunds, collecting proceeds from
vending sales and paying commissions. Company or Company's designated
subcontractor will keep its vending machines neat, sanitary and in good working order,
and will clear the immediate areas of vending related debris whenever onsite to stock or
repair the machines. If a vending machine regularly malfunctions, University may
require replacement. Repairs will be made during Company's normal business hours.
University will provide Company authorization as required to permit Company's vehicles
to operate and park on campus, at no additional charge. Company's vehicles will comply
with safety and parking regulations while on campus. University agrees to provide
Company copies of University safety and parking regulations.

4.6 Limitation. Company will not be liable to University for damages of any kind arising
out of delays in providing service to equipment on Campus. University agrees to this
limitation of liability to the extent authorized by the Constitution and laws of the State of
Texas.

4.7 Concessionaires. If at any time during the tenn University retains a third party to
manage or operate any of University's Beverage outlets on Campus, then Company will
tenninate its equipment loan and service to University for only that portion of Beverage
outlets operated by third party, and provide equipment and service to that third party on
tenns separately agreed between Company and that third party.

5. Beverage Rights
University grants Company the following Beverage availability rights and Beverage
merchandising rights:

5.1 Beverage Availability. Except as provided by 5.3, only Company Beverages can be sold,
dispensed, or served on Campus. All Company Beverages and DP Drinks sold,
dispensed, or served on Campus must be bought from Company or Company's
designated subcontractor. University will make Company Beverages available for sale
on Campus in all package fonns, through fountain dispensing, hawking during athletic
events, vending or any other means agreed upon by Company and University. University
will use its reasonable, good faith efforts to maximize the sale and distribution of
Company Beverages on Campus. University agrees that if and when Company
introduces a milk-based product, Company may make such product available on Campus
on a non-exclusive basis.

5.2 Beverage Merchandising. Company has the right to merchandise Company Beverages
on Campus, including the following specific rights:

(A) Point-or-Sale Advertising. Materials promoting Company Beverages at the point


of sale must be clearly visible to the purchasing public and must be displayed in a
manner and location mutually acceptable to Company and University.

(B) Concession and Menuboard Advertising. Trademarks of Company Beverages


must be prominently listed on the menuboards of all food and refreshment outlets.
If University's menuboards have photo translites (which will be provided at
Company expense or may be included in Marketing Expenditures described in
Section 2.3), University will ensure that advertising provided by Company and
depicting Company Beverages in Approved Cups appears in at least one translite in
each menuboard.

(C) Approved Cups; Beverage Hawking. All Company Beverages served, sold, or
dispensed on Campus must be served in Approved Cups (except as provided in 5.3
below), in Company's packaging or in promotional containers designed or approved
in writing by Company. The Faculty Club may serve, sell or dispense Company
Beverages in glassware or other containers appropriate for the venue. Company or
its designated subcontractor may hawk Company Beverages in the stands during all

6
athletic events and during all other events at which items of any sort are hawked in
the stands as mutually agreed to by University and Company.

(D) Alternative Distribution. University will sell Company Beverages using


Company-trademarked materials, such as hawking trays, kiosks, mobile/push carts
and themed umbrellas, if and to the extent provided by Company.

5.3 Permitted Exception for Other Beverages. University may serve, sell or dispense the
following Competitive Products on Campus:

(A) University may serve, sell or dispense hot coffee or hot tea -- fresh brewed on the
premises -- even if those Beverages are not Company Beverages. Those coffee and
tea Beverages must be made available in cups other than Approved Cups.

(B) Dr Pepper and Diet Dr Pepper brand carbonated soft drinks ("DP Drinks") will be
provided by Company and sold on Campus in accordance with the following
provisions:

1. DP Drinks will be available in post-mix fountain, with no more than one


valve per piece of equipment. DP Drinks cannot be served in cups with Dr
Pepper or Diet Dr Pepper branding.

2. Bottle/can DP Drinks will be available only as follows: no more than two


buttons per vending machine may dispense DP Drinks and no Dr. Pepper
identified vending machines will be placed on Campus.

3. University may display trademarks for DP Drinks on menuboards, dispensing


equipment and coolers to indicate availability. DP Drinks must not otherwise
be marketed, advertised, promoted or sampled on Campus or in association
with University, the Campus or the University Marks.

In the event that Company's designated subcontractor's franchise agreement with


Dr Pepper/Seven Up, Inc. is terminated, Company or its designated subcontractor
will contract with a distributor ofDP Drinks that has, or can secure, authorization to
service the Campus.

(C) Competitive Products in each of the following categories may be sold on Campus:
juices, water, carbonated beverages and non-carbonated beverages, but only in
accordance with the following provisions:

1. University will ensure that Competitive Products are limited to one shelf for
carbonated beverages and one shelf for juices, water and non-carbonated
beverages, for a total of two shelves, in each convenience store or retail outlet
location operated by University Food Services. If there is a conflict between
the parties as to the interpretation or applicability of this section, the parties
agree to continue operating as established by their previous working
relationship.

7
2. University may display trademarks for the Competitive Products listed above
on coolers to indicate availability. But those Competitive Products must not
otherwise be marketed, advertised, promoted or sampled on Campus or in
association with University, the Campus or the University Marks.

(D) Competitive Products in the sports drink/isotonic category may be provided to


University athletes and coaches on the sidelines and in the locker rooms during
University athletic events, and such activity shall not be considered a breach of this
Agreement or a violation of Sponsor's exclusive rights hereunder. However, any
vending machines in the locker rooms shall not include Competitive Products in the
sports drink/isotonic category.

6. Sponsorship and Trademark Rights


University grants Company the following sponsorship and trademark rights:

6.1 General Sponsorship Designation. Company may promote the fact that Company is a
sponsor of University and that Company Beverages are available on Campus. This
promotion may occur in advertising (including television, radio, print and all other
media), on packaging (including cups and containers), and at the point of sale of any
Company Beverages. For example, Company may refer to itself in any of Company's
marketing, advertising or promotional materials as "sponsor" of the University, and refer
to any Company Beverage in any of Company's marketing, advertising or promotional
materials as the "official" or "exclusive" Beverage of University or the Campus.
However, while Company may promote its sports drink/isotonic brands in connection
with University as described below, Company may not refer to itself as the official
"Sports Drink" provider of University unless specifically allowed under a separate
agreement.

6.2 License to Use University Marks.

(A) Grant of License. Subject to University's approval rights in 8.2, University grants
Company a license to use the University Marks throughout the United States -- on a
royalty-free basis -- for the purposes of promoting Company Beverages. The
license gives Company the right to use the University Marks in or on all of
Company's advertising, promotional and packaging materials and activities, which
include -- for all purposes of this Agreement -- point-of-sale materials; cans, bottles,
commemorative cans or bottles, can/bottle wraps and all other forms of packaging;
broadcast, print, electronic and all other forms of media; and merchandise.

(B) Use With Customers. Subject to University's approval rights in 8.2, the license
also gives Company the right to use the University Marks in joint advertising and
promotions with Company's customers and to display the University Marks with its
customers' trademarks, logos and branded products in or on all advertising,
promotional and packaging materials and activities, so long as they appear with
Company's trademarks and the customer is not depicted as a sponsor of University.
University acknowledges that Company's customers operate in all channels of trade,

8
including secondary schools, grocery stores, mass merchandise stores, convenience
stores, oil and gas/petroleum stores; drug stores; quick serve restaurants and all
other types of restaurants; institutional foodservice operations; video and music
stores; movie theatres and indoor entertainment venues; and theme parks and
outdoor attractions. Because they are included in the Sponsorship Fees, no separate
royalty or license fee will be charged to Company or its customers for using the
University Marks in this manner. Any use by Company of University Marks in
association with Company customers does not convey rights of use of any
University Marks to Company customers.

(e) Use on Merchandise. Subject to University's approval rights in 8.2, Company may
create merchandise bearing trademarks for Company Beverages together with any
of the University Marks. Company will not pay any royalties to University for this
merchandise, so long as it is distributed in connection with Company Beverages,
free of charge or sold at a subsidized price (taking into account Company's
overhead costs associated with the relevant promotion). University agrees that
royalties will not apply in any circumstances to any of the following that bear
University Marks: cups; vessels; cans, bottles, commemorative cans or bottles,
canlbottle wraps and all other forms of packaging; vender fronts; and advertising or
promotional materials.

(D) Indemnity. To the extent authorized by the laws and Constitution of the State of
Texas, University will defend Company against all claims, and indemnify Company
for all losses and expenses (including reasonable attorneys' fees), related to
allegations that any University Marks infringe another's intellectual property, as
long as the University Marks have been used in the manner provided or approved
by University.

7. Promotional and Advertising Rights


University grants Company the following promotional and advertising rights:

7.1 Promotional Rights. University grants Company the right to promote Company
Beverages with respect to University, the Campus and the University Marks.

(A) General. Subject to University's approval rights in 8.2, Company may engage in
promotional activities in order to establish and promote Company's sponsorship
association with University, the Campus and the University Marks. These
promotional activities may include, for example, offering commemorative bottles or
cans or souvenir cups with University Marks, for sale at retail outlets on or off-
Campus.

(B) Activities with Customers. These promotional activities may be conducted jointly
with Company's customers, who may be identified in or on advertising,
promotional and packaging materials with their respective trademarks, logos, and
branded products, as well as generally identified as participants in the promotion, so

9
long as Company's trademarks are included and the customer is not depicted as a
sponsor of University.

7.2 Consumer Surveys. With University's prior approval as to location and time, Company
may -- at Company's expense -- conduct on-Campus consumer surveys relating to
Company Beverages and advertising. University will not unreasonably withhold its
consent.

7.3 Signage for Products. Company is entitled to have signage on Campus for Company
Beverages, as described in Exhibit D.

7.4 Print Advertising. University will provide Company with print advertising, as described
in Exhibit D.

7.5 Video Advertising. Company is entitled to video advertising, as described in Exhibit D.

7.6 Tickets and Hospitality Rights. University will make available for purchase by
Company and/or its subcontractors the types and quantities of tickets and other
entertainment rights to University functions, athletic events involving University Teams,
and other special events associated with University as described in Exhibit D.

8. Cooperation and Approvals


8.1 General Cooperation. University will cooperate with Company's activities -- on and
off-Campus -- designed to promote Company's sponsorship association with University,
the Campus and the University Marks.

8.2 University Approval Rights.

(A) Promotions. University has the right to approve in advance the following:

(1) the concept for any promotional activity with respect to University; and

(2) any materials that display any University Marks.

But Company has the right to use the Designations "sponsor of' or the "official" or
"exclusive" Beverage of University, the Campus, or the University Teams without
University's prior approval.

(B) Approval. University will respond to a written submission for approval within ten
(10) working days after receiving it. If approval is not received within such ten (l0)
working days, then Company may send notice to University that Company has not
received University's response. University will then respond within 48 hours of that
notice. If approval is still not received, it shall be deemed withheld.

(C) Withholding Approval. University will not unreasonably withhold approval of a


submission. Withholding approval is considered unreasonable unless it is based on:

10
(1) University's determination that University Marks have been used incorrectly
in a technical sense (such as improper color or other trademark
nonconformity); or

(2) University's reasonable determination that Company's proposed promotional


activity or use of University Marks will reflect negatively on University.

For example, University agrees that it is unreasonable to withhold approval of a


submission that includes one of Company's customers or its Marks, solely because
that customer is not also a sponsor of University or because that customer operates
in a trade channel where University already has an exclusive sponsor.

9. Exclusive Association; No Competitive Beverages


Each of the rights and licenses granted to Company under this Agreement is exclusive with
respect to Beverages. To protect this exclusivity, University makes the covenants listed below.
These covenants are essential to protecting Company's exclusive association with University, the
Campus and the University Marks. University understands that it is required to take certain
actions -- and refrain from certain actions -- to comply with these covenants. The covenants are
as follows, and each is subject to any exception expressly permitted by 5.3 above or as may be
required for University compliance with any NCAA directive or NCAA association with
Competitive Products:

9.1 No Competitive Products on Campus. University must ensure that no Competitive


Products are sold, dispensed, served, or sampled anywhere on Campus. But this
provision does not apply to Competitive Products purchased off-Campus by students,
faculty or their guests for personal consumption and not for distribution on Campus.

9.2 No Competing Trademark Visibility. University must not grant any form of trademark
visibility or promotional or advertising rights to Competitive Products. University must
ensure that there is no association or appearance of an association between University,
the Campus, or the University Marks and Competitive Products.

9.3 No Promotion or Advertising of Competitive Products. University must ensure that


no permanent or temporary advertising, signage, or trademark visibility for Competitive
Products is displayed on Campus.

9.4 No Competitive Use of University Marks. University must not grant any advertising or
promotional rights -- including use of the University Marks -- to third parties (such as
Broadcasters) in a way that permits those third parties to use those rights in association
with Competitive Products. But Broadcasters may sell in-game spot advertising for
Competitive Products, so long as the spots do not display or refer to the University Marks
or otherwise associate the University, the Campus or the University Marks with
Competitive Products through on-air mentions or on-screen images or text.

9.5 No Third-Party Beverage Promotions. University must not grant any third party the
right to conduct promotions involving Beverages or Beverage containers, including

11
promotions that relate primarily to non-Beverage items but involve a Beverage -- on a
branded or unbranded basis -- as a purchase requirement or promotional fulfillment. This
provision applies even if the promotion involves a Company Beverage, unless Company
participates in the promotion.

9.6 Steps to Stop Ambush Marketing. If any third party tries without Company's consent
to associate Competitive Products with University, the Campus or the University Marks -
- or tries to suggest, by implication or otherwise, that Competitive Products are so
associated -- University will take reasonable steps to stop this "ambush marketing" and
protect Company's exclusive association. These steps may include the following, as
circumstances warrant:

(A) complaining in writing to the violating party and to local media outlets;

(B) issuing private and public cease-and-desist demands; and

(C) cooperating with Company in instituting legal action, where appropriate,


including suits for temporary and pennanent injunctive relief.

Any party learning of ambush marketing will promptly notify the other parties of this
activity.

10. Subcontractors
(A) Company recognizes that University prefers to deal with one party in terms of all
financial and service obligations under this Agreement. However, Company is
not capable of performing directly the various vendor services required by this
Agreement, nor is it licensed to distribute DP Drinks. Therefore, it is understood
and agreed that Company will have the right to subcontract any of its rights or
obligations hereunder to subcontractors, provided Company will nevertheless
remain solely liable for all of the financial and other perfonnance obligations
hereunder. Subcontractors shall be designated upon the mutual consent of
Company and University. University will exercise its reasonable best efforts to
work with Company's subcontractors.

(B) Company shall have the right to tenninate a subcontractor without University's
consent upon a subcontractor's failure to perfonn its obligations to Company.
Company shall have the right to replace a subcontractor with a replacement
subcontractor of Company's choosing, subject to University consent. Company
shall have at least sixty (60) days from the date of termination to replace a
tenninated subcontractor and shall exercise its reasonable best efforts in the
interim to continue to provide uninterrupted services to University.

(C) If University detennines that a subcontractor's perfonnance is unacceptable,


Company will take all necessary actions to cure such unacceptable performance
including tennination. University will not be obligated to pursue a remedy
through a subcontractor. In the event of such termination, Company has the right

12
to continue using the then current subcontractor until a replacement can be agreed
upon. So long as Company is exercising its reasonable best efforts to identify a
suitable mutually acceptable subcontractor, University will not assert that
Company is in breach of this Agreement.

(D) If Company terminates a subcontractor, University will exercise its reasonable


best efforts to cooperate with Company's effort to defend itself from any claim or
suit that such terminated subcontractor may elect to assert on the basis, at least in
part, that University has noticed Company that it deems such subcontractor's
performance unacceptable.

(E) Upon entering into this Agreement the following are approved subcontractors for
the respective services:

(1) DP Drinks - Coca-Cola Enterprises Inc., d/b/a Bryan Coca-Cola Bottling


Co., a Delaware corporation having its principal place of business at 704
Capitol Parkway, Bryan, Texas 77807.

(2) Company Beverage Vending Services - Coca-Cola Enterprises Inc., d/b/a


Bryan Coca-Cola Bottling Co., a Delaware corporation having its
principal place of business at 704 Capitol Parkway, Bryan, Texas 77807.

(3) Snack Vending Services - Accent Food Services, a Texas corporation


having its principal place of business at 16209 Central Commerce,
Pflugerville, Texas 78766.

(F) Company, University and each subcontractor shall designate in writing a contract
administrator for day-to-day operations under this Agreement.

11. Representations and Covenants


11.1 By University. University represents and covenants to Company the following:

(A) Authority. It has full power and authority to enter into this Agreement and to grant
Company the rights described in it.

(B) Binding Obligation. It has obtained all necessary approvals for its execution,
delivery, and performance of this Agreement. It has duly executed and delivered
this Agreement, which is now its binding legal obligation.

(C) Right to License Marks. It has the exclusive right to license the University Marks
to Company.

(D) Non-Profit Status. It is a non-profit institution self-operating a food and beverage


service on Campus. All Beverages purchased hereunder are solely for University's
use and will not be resold or otherwise made available to any third party which sells
or distributes Beverages. University will provide Company with prompt written

13
notice of any third party retained by it to manage or operate a beverage service on
Campus.

(E) No Conflicting Agreements.

(1) It has not entered into -- and during this Agreement's Term will not enter into
-- either of the following:

(a) any agreement that would prevent it from complying with this
Agreement; or

(b) any agreement granting rights that are in conflict with the rights granted
to Company under this Agreement.

(2) It will require third parties (possible examples include concessionaires, third-
party food-service operators, vending companies, licensing agents and
Broadcasters) to comply with the relevant provisions of this Agreement.

11.2 By Company. Company represents and covenants to University the following:

(A) Authority. It has the full power and authority to enter into this Agreement.

(B) Binding Obligation. It has obtained all necessary approvals for its execution,
delivery, and performance of this Agreement. It has duly executed and delivered
.this Agreement, which is now its binding legal obligation.

(C) No Conflicting Agreements. It has not entered into -- and during this Agreement's
Term will not enter into -- any other agreement that would prevent it from
complying with this Agreement.

12. Remedies and Termination


This Agreement takes effect on September 1,2003 and expires on August 31, 2010, but may be
terminated earlier under the following circumstances:

12.1 University Termination Rights. In addition to other legal and equitable remedies,
University may terminate this Agreement if any of the following events occur:

(A) If Company Doesn't Pay. University may terminate if Company fails to make any
payment to University under this Agreement and this default continues for 45 days
after Company receives written notice of the default. But University may not
terminate if the payment failure is due to University's failure to perform, any loss of
Company's rights or a bona fide dispute between the parties.

(B) If Company Breaches. University may terminate if Company breaches any other
material term of this Agreement and Company fails to cure the breach within 45
days of receiving written notice of the breach.

14
(C) If Company Becomes Insolvent or Bankrupt.

University may terminate on 45 days written notice if Company does any of the
following:

(1) becomes unable to pay its liabilities when due;

(2) makes an assignment for the benefit of creditors;

(3) files a voluntary petition in bankruptcy or is adjudicated bankrupt or


insolvent;

(4) has a receiver appointed for any portion of its business or property; or

(5) has a trustee in bankruptcy or trustee in insolvency appointed for it under


federal or state law.

12.2 Company's Termination Rights. In addition to other legal and equitable remedies,
Company may terminate this Agreement if any of the following events occur:

(A) If University Breaches. Company may terminate if University breaches any


material term or condition of this Agreement and fails to cure the breach within 45
days of receiving written notice of the breach.

(B) If University Loses Authority. Company may terminate if University's authority


to convey any of the rights in this Agreement expires or is revoked, in whole or in
part.

(C) If Campus Closes. Company may terminate if a portion of the Campus is closed --
other than in connection with regularly scheduled breaks, and for any reason, even
if beyond the reasonable control of University -- for a period of more than 120
consecutive days, and during that period, sales of Company Beverages and DP
Drinks on Campus decrease by more than ten percent (10%), as compared to sales
during the same period occurring 12 months earlier.

(D) Written Notice Required. Company must give 45 days written notice to
University when exercising its termination rights under 12.2(B) and (C).

12.3 Repayment of Sponsorship Fees.

(A) Prorated Refund. If this Agreement is terminated by Company under Paragraph


12.2, University will refund to Company any Sponsorship Fees paid and allocable
to any period after the date of termination, or, if beginning earlier, after the date of
University's default.

(B) Allocation of Fees. The Sponsorship Fees for each year (or fraction of a year
included in the term) will be allocated on an equal daily basis throughout the year
(or fraction ofthe year), without regard to the date oftermination or breach.

15
12.4 Company's Additional Remedies. In addition to Company's other available remedies,
Company may seek a reduction of the Sponsorship Fees -- as described in 12.5 -- if:

(A) If Campus Closes. A portion of the Campus is closed -- other than in connection
with regularly scheduled breaks, and for any reason, even ifbeyond the reasonable
control of University -- for a period of more than 90 consecutive days, and during
that period, sales of Company Beverages and DP Drinks on Campus decrease by
more than ten percent (10%), as compared to sales during the same period occurring
12 months earlier; or

(B) If Rights are Limited. Any of Company's rights is limited, such as by the breach
of Company's exclusivity or by ambush marketing (see Section 9); or

(C) If Teams Fail to Play. Any of University's Flagship Teams (Football, MIW
Basketball and Baseball) does not play all its scheduled home games on Campus for
a period of 30 days or more, whether or not the failure to play is due to a cause
beyond University's control.

12.5 Fee Reduction. If the circumstances described in 12.4 occur, then University and
Company will negotiate in good faith for an appropriate reduction of the remaining
Sponsorship Fees payable under this Agreement (and University will pay Company a
refund of any prepaid amounts in excess of the reduced Sponsorship Fees). This
reduction must fairly reflect the decrease ,in the value of Company's rights. If University
and Company have not agreed on the amount of this reduction within 30 days of notice
by Company, then Company may immediately terminate the Agreement on written notice
to University.

12.6 Automatic Extension. If a portion of the Campus is closed -- other than in connection
with regularly scheduled breaks, and for any reason, even if beyond the reasonable
control of University -- for a period of more than 30 but not more than 90 consecutive
days, and during that period, sales of Company Beverages and DP Drinks on Campus
decrease by more than ten percent (10%), as compared to sales during the same period
occurring 12 months earlier, Company will have the right, at its option, to extend the tenn
of the Agreement for a corresponding period.

13. Confidentiality
Confidential information includes any business, marketing, promotional, or technical
information provided by one party to another. If information is designated by the
offering party as confidential, the information will remain the confidential proprietary
information of that party. It will not be disclosed, unless otherwise required by
applicable law. If a party determines that disclosure of another party's confidential
information appears to be required by law, that party will give the other party prompt
written notice, so that it may assert any exemptions from or defenses to disclosure that
may be available.
14. Miscellaneous Provisions
14.1 Entire Agreement. This Agreement and any other agreements referenced in it contain
all the terms and conditions agreed on by the parties with respect to this Agreement's
subject matter. This Agreement does not invalidate or amend any other agreement
between University and Company with respect to other subject matter.

14.2 Modification. This Agreement can be modified or changed only by a written instrument
signed by both parties.

14.3 Retained Rights. This Agreement does not give any party any interest in or the right to
use the trademarks of another party except as specifically authorized in this Agreement.
Even if use of a party's trademarks is specifically authorized, the trademarks remain
solely that party's property, and no joint ownership can arise because of the other party's
use under this Agreement. This Agreement does not make any party the agent of another
party, nor does it create any partnership or joint venture between University and
Company.

14.4 Insurance Obligations. Each party will maintain sufficient insurance to adequately
protect the other party's respective interests and in accordance with good business
practices customary in its business. Upon request, each party will provide proof of the
required insurance.

14.5 Release, Discharge, or Waiver. A party's release, discharge, or waiver of any of this
Agreement's terms or conditions is effective only if in writing and signed by that party.
A party's specific waiver does not constitute a waiver by that party of any earlier,
concurrent or later breach or default. No waiver occurs if a party either fails to insist on
strict performance of this Agreement's terms or pays or accepts money under this
Agreement with knowledge of a breach.

14.6 Severability. If any portion of this Agreement is severed -- that is, held indefinite,
invalid, or otherwise unenforceable -- the rest of this Agreement continues in full force.
But if the severance of a provision affects a party's rights, the severance does not deprive
that party of its available remedies, including the right to terminate this Agreement.

14.7 Assignment.

(A) By University. Because this Agreement is for rights umque to University,


University may not assign any of University's rights or obligations without
Company's prior written consent. None of University's rights or obligations may
be assigned by operation of law without Company's prior written consent. Any
assignment that violates the terms of this provision is void.

(B) By Company. In addition to Company's rights to engage subcontractors, as set


forth in Section 10 above, with University's prior written consent, which will not be
unreasonably withheld, Company may assign all or part of Company's rights and

17
obligations under this Agreement to any of Company's subsidiaries or to any of its
licensed bottlers.

14.8 Survival. A party's obligations (if any) to observe confidentiality and to provide refunds
and indemnification survive the expiration or termination of this Agreement.

14.9 Notice. Any notice or other communication under this Agreement must be in writing and
must be sent by registered mail or by an overnight courier service that provides a
confirming receipt. A copy of the notice must be sent by fax when the notice is sent by
mail or courier. Notice is considered duly given when it is received by the other party
through the mail or delivered by courier. Unless otherwise designated by the parties,
notice must be sent to the following addresses:

(A) Notice to Company.

The Coca-Cola Company


One Coca-Cola Plaza
Atlanta, Georgia 30313
Attention: Director - U.S. Education Channel Business Development
Fax: 404/515-0311

Copies to: Director, Business Affairs


Fax: 404/515-3938
Global Marketing Counsel
Fax: 404/676-4269

Coca-Cola Enterprises Inc. d/b/a Bryan Coca-Cola Bottling Company


704 Capitol Parkway
Bryan, Texas 77807
Attention: President and General Manager
Fax: 979/778-7292
General Counsel
Fax: 770/989-3619

(B) Notice to University.


Texas A&M University
1181 TAMU
College Station, Texas 77843-1181
Attention: Vice President for Finance and Controller
Fax: 979/862-7778

With a copy to: Office of General Counsel


200 Technology Way, Suite 2079
College Station, Texas 77845
Fax: 979/458-6150

14.10 Counterparts. This Agreement may be executed in two or more counterparts.

18
( r
14.11 Headings. All headings are for reference purposes only and must not affect the
interpretation of this Agreement. All references to "days" in this Agreement mean
calendar days, unless working days are expressly stated. All references to "including"
mean "including without limitation."

14.12 Exhibits. Exhibits A through E are fully incorporated into this Agreement.

14.13 Governing Law. This Agreement is governed by and must be interpreted under the laws
of the State of Texas, without giving effect to any applicable conflict or choice-of-Iaw
prOVISIons.

The C~::~P.i\
~ err
TE _
By:
?,q,,/
"W'illitlm 1;;). LEwisay
Senior Vice President,
1\"'\ ~.;- r By:-+--t-"----'-f------
Ro rt M. Gates
President
Customer and Alliance Marketing

Date Signed:_ _"-----:.----=.~ _ Date Signed:_-:.1_-_Y


__- _03 _

Approved as to form

By:A/<nC1-Jj LJal&<%
Texas A&M University System, Office of
General Counsel

19
Exhibit A

Definitions
"Agreement Year" means each twelve-month period beginning with the first day of the Term of
this Agreement and each anniversary thereof.

"Approved Cups" means disposable cups (21-oz., 32~oz. and 44-oz, minimum sizes) approved by
Company. These cups must prominently bear the trademarks of Coca-Cola® or other Company
Beverages on 100% of the exterior cup surface. From time to time, Company may also approve
non-disposable souvenir cups or other customized cups for use on Campus, provided that such
cups prominently feature trademark(s) for Company Beverages. The Company's current
Approved Cup is shown in Exhibit E.

"Beverages" means all non-alcoholic beverages of any kind or form, and all beverage bases from
which these can be prepared. "Beverages" does not include: milk, flavored milk, fresh brewed
coffee and tea, fresh squeezed juices and tap water. "Beverages" does not include any isotonic
product provided to University athletics and coaches during a University athletic event.

"Blockage" means the alteration, dimming, or obscuring of advertising for whatever reason,
including by electronic manipulation or the electronic insertion of virtual signage for
Competitive Products. "Blocked" has a corresponding meaning. Blockage and Blocked shall
not include any dimming as a result of energy conservation measures implemented by University
nor shall it mean the covering of signage during University sanctioned events including, but not
limited to, graduation and Muster, so long as all signage is covered for these events.

"Broadcaster" means any person or entity that for any business purpose broadcasts, distributes,
prints, syndicates, televises, or publishes by any means (including electronically via the Internet)
any photograph, film, videotape, or other recording or rendering of all or part of the Campus, any
Team game, or any other Campus event. "Broadcast" has a corresponding meaning.

"Campus" means all buildings and grounds located in College Station, Texas owned or operated
by the University during the Term, whether currently existing or built or acquired during the
Term, including all branded or unbranded food service outlets, vending locations, athletic
facilities (including press boxes, but excluding sidelines subject to a separate sideline agreement
for sports drinks), auditoriums, theatres, housing and medical facilities, and retail outlets. Those
buildings which are under the control of parties other than University, including but not limited
to, The George Bush Library, Clayton W. Williams, Jr. Alumni Center, Food Safety Inspection
Service Building and other non-University owned buildings in the Research Park and the Texas
A&M University Development Foundation are exempt from this Agreement; however, should
University acquire the vending rights in such facilities they are hereby granted to Company.
This Agreement does not apply to the following: the University Bookstore located in the
Memorial Student Center, the branch campus of University located in Galveston, Texas or any
other current or future branch campus of University.
"Company Beverages" mean Beverages marketed under trademarks or brand names owned or
controlled by or licensed for use to Company.

"Competitive Product" means (1) any Beverage that is not a Company Beverage, and (2) any
product -- whether or not a Beverage -- marketed under Beverage trademarks that are not
Company trademarks, or any associated or related trademarks.

"Designations" means (1) "Official Soft Drink [or Juice, Tea, etc.] of Texas A&M University";
and (2) "Official Soft Drink [or Juice, Tea, etc.] of the Texas Aggies."

"Mark" means -- with respect to any party -- any trademark, trade name, service mark, design,
logo, slogan, symbol, mascot, character, identification, or other proprietary design now or in the
future owned, licensed, or otherwise controlled by that party. Examples of University Marks
include the Designations; the University's name, logo and emblems; the Teams' names, uniforms,
logos and emblems.

"Team" means any intercollegiate athletic team associated with University.

"University Food Services" means any University self-operated entity serving food and/or
beverages, such as, but not limited to, The Faculty Club, dining halls and cafeterias.
Exhibit B

Vending Commissions
Beverages:

Product Commission % Initial Vend Prices

12 oz. CSD cans 45% $ .65


20 oz. CSD bottles 45% $1.00
NCB's 15% $1.00
Water 120z/200z 37% $.65/$1.00

Snacks:

Product Commission % Initial Vend Prices

Chips SS 22% $ .55


Chips L SS 22% $ .80
Chips XL SS 22% $1.00
Crackers 22% $ .55
Small Cookies 22% $ .65
Large Cookies 22% $ .75
Nuts 22% $ .75
Candy 22% $ .85
King Size Candy 22% $1.25
Popcorn 22% $ .75
Pastry 22% $1.00
Healthy Snacks 22% $ .75
Premium Snacks 22% $ .75
LSS Premium Snacks 22% $1.25
Gum 22% $ .50
Lifesavers 22% $ .60

• Commissions will be based on cash collected, net of sales tax and any other government
mandated deposits, taxes or fees, if any.

th
• Commissions will be paid on a monthly basis by the 20 of each month.

• In Agreement Year Five of this Agreement, if supported by a market analysis, the parties
will mutually consider a price increase. Any price increase must be mutually agreed to
by the parties, and such agreement will not be unreasonably withheld.
Exhibit C

Product Pricing

Price to University Food Service, Faculty Club and Athletics:

Post-Mix Products:

Invoice
BIB Price
Description Packa2e Per Gallon

Fountain Syrups 5 gallon $2.60

2.5 gallon $2.60

Nestea Unsweet 5 gallon $2.60

2.5 gallon $2.60

ICEE 5 gallon $9.03

2.5 gallon $9.28

• Cost per gallon will increase annually based upon Company's National Price List (not to
exceed a 3% increase in any Agreement Year) and such increases will be communicated
to University no later than sixty (60) days prior to the effective date ofthe increase.
Minute Maid Orchard's Best:

Price
BIB Per Gallon
Description Package

Premium Blend Orange Juice 2.5 gallon $20.24

Apple Juice 2.5 gallon $21.38

Cranberry Juice 2.5 gallon $16.27

Grape Juice Beverage 2.5 gallon $17.58

Grapefruit Juice 2.5 gallon $13.58

Pineapple Juice Beverage 2.5 gallon $15.13

Kiwi Strawberry 2.5 gallon $15.70

Apple Berry 2.5 gallon $15.70

Blue Cooler 2.5 gallon $15.70

• Cost Per Gallon will increase annually based upon Company's National Price List and
such increases will be communicated to University no later than sixty (60) days prior to
the effective date of the increase.
Bottle/Can Pricing:

Description Price/Case
Bottle 80z Carbonated Soft Drink $12.75
Bottle 10 oz Carbonated Soft Drink $13.00
Bottle I-Liter Carbonated Soft Drink $10.93
Bottle 2-Liter Carbonated Soft Drink $9.27
Bottle 20 oz Carbonated Soft Drink $13.10
Cans 12 oz Carbonated Soft Drink Regular $7.00
Cans 12 oz Carbonated Soft Drink Diet $7.00
Dasani Y2Itr $10.00
Dasani 12 oz $9.75
Dasani 20 oz $10.00
Dasani Iltr $10.00
Dasani 1Y2 Itr $13.25
Evian Iltr $12.72
Evian Y2ltr $15.80
Evian 1Y2 Itr $16.70
Evian 700 mil. $15.50
Fruitopia 20 oz $15.50
KMX $29.20
Mad River 17.6 oz / 24 ct. $24.00
Minute Maid Lemonade 12 oz $8.60
Minute Maid Fruit Punch 12 oz $8.60
Minute Maid Lemonade 20 oz $15.50
Minute Maid Fruit Punch 20 oz $15.50
Minute Maid Juice 16 oz $16.43
Nestea 16 oz PET $16.28
Minute Maid 11.5 oz $12.60
POWERADE 12 oz $10.00
Bottle/Can Pricing (continued):

Description Price/Case
POWERADE 20 oz $16.00
POWERADE 32 OZ $11.50

• Bottle/Can pricing will increase by 3% in Agreement Year 3 and another 3% in


Agreement Year Six; such increases will be communicated to University no later than
thirty (30) days prior to the effective date of the increase.

Description Price/Case
Premix Tanks 4.75 gallons $13.39
Premix Tank Deposit $3.00
C02 20# cylinder $7.93
C02 35# cylinder $13.39
Wax Cups /16 oz -1000 ct. $36.57
Wax Cups / 22 oz - 1000 ct. $36.57
Wax Cups /32 oz - 480 ct. $36.57
Lids 16 / 22 oz - 2000 ct. $29.82
Lids 32 oz - 960 ct. $22.92
Exhibit D

Signage, Advertising, and Tickets


1. Signage.

(A) Locations. Company will maintain current percentage of scoreboard advertising


panels on existing and new scoreboards. Current signage and assigned value for
purposes of Unrelated Business Income Tax (UBIT) includes the following:

Location Size Advertising Value

Kyle Field 8' x 10' Coca-Cola Classic $50,000


(football)

Reed Arena (2)2'x6' Coca-Cola Classic $6,500


ea.
(basketball)
(l)2'x6' DASANI $6,500

(1)2'x6' Sprite $6,500

Olsen Field To be mutually determined by the parties


(baseball)

G. Rollie White Backlit Scorer's Table $500


Coliseum

(B) Appearance. The text, graphics, and artwork for such signage will be developed,
created and produced by Company, at Company's sole cost.

(C) No Obstruction of Signage.

(1) Company's signage on Campus must not be Blocked by University or any


third party. This includes Blockage during the Broadcast of any Team game
or other Campus event except as defined in Exhibit A and University may also
cover Company's signage to the extent expressly required by the constitution
and by-laws of the National Collegiate Athletic Association ("NCAA") during
NCAA championship events so long as signage for all other University
sponsors is also covered.

(2) To protect Company's rights in (C)(l), University will cause third parties to
agree to comply with (C)(l) in all new or renewed agreements involving
rights to Broadcast Team games or other Campus events, or otherwise
photograph the Campus.
(D) Obligation to Maintain Signage. University will install and maintain all
materials used for the sign panels described in (A) and for the structures
supporting the panels. University will repair any malfunction, damage, or
destruction to the panels or supporting structures within a commercially
reasonable period. All installation, maintenance and repair will be at University's
expense, except that Company will pay the cost of installing any replacement
panels used to modify Company's initial advertising message or graphics.

(E) Illuminated Signage. University will supply the required electricity for all
lighted signs and advertising panels -- including lighted concession advertising --
that advertise or promote Company Beverages. All these signs and panels must
be fully illuminated at all events during which any signs in the same facility are
illuminated.

(F) Access to Signage. At all reasonable times, University will provide Company
access to its signage to replace, remove, or modify it.

2. Print Advertising.

(A) Company will receive one full-page four-color ad in each Team game program and
schedule cards.

(B) The text, graphics and artwork for such print advertising will be developed, created
and produced by Company, at Company's sole cost.

3. Video Advertising. [7.6]

The parties agree to review video advertising opportunities on University's video


screen upon the expiration of the University's agreement with Action Sports Media.
Mutually agreed upon video advertising will be incorporated into this Agreement by
a written addendum signed by both parties. University agrees to continue
Company's existing spots on the coaches programs.

4. Tickets.

Company will have the right to purchase the following tickets at face value during each
Agreement Year:

Twelve (12) tickets to all University Flagship Team athletic events, to include
four (4) parking passes
EXHIBITE

Approved Cup
Temporary Concessions Addendum

This addendum to the Sponsorship Agreement between The Coca-Cola Company (Company)
and Texas A&M University (University) outlines the understanding for the provision of athletic
concession services to be provided by Company's subcontractor, ARAMARK, on a temporary
basis effective from September 1, 2003 and ending on May 31, 2004 (Concessions Period)

DEFINITIONS:

"ARAMARK" shall mean ARAMARK SPORTS AND ENTERTAINMENT SERVICES OF


TEXAS, INC., a Texas corporation.

"Athletic Facilities" shall mean the athletic stadiums and arenas located on University's campus
together with such other athletic facilities on University's campus as may be mutually agreed
upon by University and ARAMARK..

"Commissions" shall mean the amounts payable to University by ARAMARK.

"Concession Premises" shall mean the areas, improvements, personal property and facilities
within the Athletic Facilities made available by University to ARAMARK. for the provision of
the Concession Services.

"Concession Services" shall mean the sale of such items and the provision of such services
necessary to sell snack food and non-alcoholic beverages, at any and all events held at the
Athletic Facilities.

"Gross Receipts" shall mean all receipts received by ARAMARK from the Concession Services,
less only retail sales taxes and other direct taxes imposed on upon receipts collected from the
consumer.

"Interest Rate" shall be the rate of uprime" published in The Wall Street Journal under a heading
presently entitled "Money Rates," such rate to be adjusted at the end of each calendar quarter,
plus two percentage points.

"Minimum Annual Guarantee" shall mean the minimum amount of Commissions payable to
University during the Concessions Period, which minimum amount shall be Two Hundred
Eighty Thousand Dollars ($280,000).

CONCESSION RIGHTS GRANTED TO ARAMARK:

Other than packaged meals and certain services provided by University's food services and food
and beverages served in stadium boxes leased to third parties, Company, through its
subcontractor ARAMARK., has the sole and exclusive right to provide Concession Services at
all events held at the Athletic Facilities. The sole and exclusive right granted to ARAMARK
shall extend to all areas inside the Athletic Facilities and the areas which immediately surround
them, including, without limitation, grounds, parking areas and ~~---=..:.~-------------
walkways.
COMMISSIONS:

In further consideration of the rights granted to ARAMARK. as set forth in this addendum,
ARAMARK shall pay to University Commissions equal to 39% of Gross Receipts obtained by
ARAMARK from providing the Concession Services.

REPORTING. ACCOUNTING AND PAYMENT OBLIGATIONS OF ARAMARK.:

A. Statement of Gross Receipts; Payment: Within twenty (20) days following the
end of each Accounting Period, ARAMARK. shall provide University with a statement of Gross
Receipts for such Accounting Period, together with payment of Commissions due University
with respect to such period. Each statement of Gross Receipts shall include an allocation of
Gross Receipts by product category.

B. Annual Statement: Within twenty (20) days following the end of the Concessions
Period, ARAMARK shall provide to University a statement of Gross Receipts for such
Concessions Period, together with payment of the amount, if any, by which the Minimum
Annual Guarantee exceeds the Commissions paid by ARAMARK. directly to University for such
Concessions Period.

C. Books and Records: ARAMARK. shall maintain accurate books and records in
connection with its Concession Services and shall retain such records for a period of at least five
(5) years following the expiration of the Concessions Period. University shall have the right,
upon reasonable notice being given to ARAMARK., to review and to audit ARAMARK.'s
records of Gross Receipts.

D. Record Keeping: ARAMARK. shall use such cash registers, sales slips, invoicing
machines and other automatic counting equipment as it deems necessary to properly and
accurately record all Gross Receipts from the Concession Services. Such equipment and records
shall be subject to the reasonable approval and inspection of University during regular business
hours.

E. Accounting Periods: The accounting periods within each quarter shall consist of
two (2) periods of twenty-eight (28) days each and one (1) period of thirty-five (35) days.

F. Audit: If, upon independent examination of ARAMARK's records and the data
provided to University by ARAMARK, University discovers that the sums due pursuant to this
Agreement have been understated, University shall notify ARAMARK. of the deficiency, and
ARAMARK. shall pay to University the amount of such deficiency plus interest thereon at the
Interest Rate from the date payment of such sums was due until the date paid. If there is any
such deficiency for the period audited, ARAMARK shall reimburse University, as appropriate,
for any and all costs incurred in conducting the independent examination, whether by a certified
public accountant or otherwise. If an independent examination of the data reveals an
overpayment by ARAMARK, University immediately shall reimburse ARAMARK for the
amount of the overpayment.

Temporary Concessions Addendum


Page 2 0[6
PERSONNEL:

A. Employment: ARAMARK shall employ and supervise such personnel as shall be


necessary for the efficient perfonnance of its obligations under this Addendum. ARAMARK
shall assign to the Athletic Facilities only employees reasonably acceptable to University.

B. ARAMARK's General Manager: ARAMARK shall conduct the Concession


Services under the supervision of a general manager. University shall have the right to approve
ARAMARK's general manager prior to his or her assignment to the Athletic Facilities, which
approval shall not be unreasonably withheld.

C. Non-Solicitation: University agrees that during the Concessions Period and for a
period of two (2) years following the tennination of the Concessions Period that it will not
directly or indirectly solicit, hire, offer to hire or employ any current salaried or management-
level employee of ARAMARK to work in or in connection with University-provided
Concessions Services, without ARAMARK's prior written approval.

D. Third-Party Staffing: ARAMARK may, at its expense, adopt a program to enter


into subcontract arrangements with various local community service clubs and other non-profit
organizations which will be allowed to staff certain locations in the Athletic Facilities.
ARAMARK will ensure that any representatives of such clubs and organizations will be suitably
unifonned, trained and supervised in accordance with the requirements otherwise imposed
hereunder on ARAMARK with regard to its employees. ARAMARK will indemnify and hold
University hannless with respect to any and all claims for loss or damage and attorney's fees,
arising directly or indirectly out of the activities attributable to such clubs or organizations, and
any and all claims asserted by such clubs and organizations, including the members thereof,
which arise under such subcontract arrangements with ARAMARK, except such damages or
liability, arising from or attributable to University's negligence.

CLEANING:

ARAMARK. shall keep the Concession Premises clean and neat at all times. ARAMARK
further agrees that it shall pick up and remove all trash, garbage, litter and refuse within a radius
of ten feet from each concession stand and other location from which ARAMARK provides the
Concession Services. At the end of each day during which ARAMARK has provided
Concession Services, it shall deliver all trash, garbage, litter and refuse to a central point
designated for disposal by University.

REPAIR, REPLACEMENT AND MAINTENANCE:

ARAMARK shall maintain the facilities, furniture, fixtures and equipment which are furnished
by ARAMARK, and shall, repair and replace such facilities, furniture, fixtures and equipment as
needed. ARAMARK shall not be responsible for maintaining, repairing or replacing any other
facilities, furniture, fixtures or equipment unless ARAMARK's negligence shall have been the
cause necessitating such maintenance, repair or replacement.

Temporary Concessions Addendum


Page 3 of6
ARAMARK'S OPERATIONAL RESPONSIBILITIES:

A. Periods of Operations: ARAMARK shall provide the Concession Services prior


to and during each event held at the Athletic Facilities and at such other times as shall be
reasonably necessary to serve patrons of the Athletic Facilities. The number of stands and their
respective hours of operation shall be appropriate to enable ARAMARK to efficiently meet
anticipated customer demand.

B. Serving Materials: ARAMARK shall offer for sale food and beverages which are
served in paper or pasteboard cups, trays and wrappers, as appropriate. With the exception of
unsweetened and unflavored bottled water and certain products of University which may be sold
or served in their original containers, no food and beverages shall be served in bottles, cans,
plastic containers or packages.

C. Ouality: All food and beverage items and merchandise offered for sale by
ARAMARK shall be of high quality. ARAMARK shall not offer for sale any food or beverage
items which are spoiled, of poor quality or otherwise unfit for consumption and any such items
immediately shall be removed by ARAMARK from any food preparation or service area.

D. Prices: At least thirty days prior to the beginning of the Concession Period,
ARAMARK shall submit to University for its approval the prices to be charged for each item to
be sold by ARAMARK. University shall exercise a good faith effort to cause University to
exercise in a reasonable and timely manner its right to approve changes in such prices as may be
periodically requested by ARAMARK. It is understood and agreed by University and
ARAMARK that the prices charged for Concession Services shall be comparable to those found
in other similar facilities. ARAMARK shall post prices on approved menu boards which shall be
attached permanently to all stands and portable carts.

E. University's Product Designation Rights: Prior to the start of the Concession


Period, ARAMARK shall submit to University, for its approval, those items which ARAMARK
intends to offer for sale at the Athletic Facilities. ARAMARK shall sell only those items
approved by University. In addition, when so requested by University and to the extent
applicable law permits ARAMARK to do so, the products of University's sponsors including,
but not limited to, the Coca-Cola Company and advertisers shall be featured and sold by
ARAMARK provided such products are available to ARAMARK at equivalent prices, terms,
quality and quantity as are generally available to ARAMARK from suppliers of similar products.
At University's request and to the extent applicable law permits ARAMARK to do so,
ARAMARK shall purchase those products and utilize those suppliers designated by University;
provided, however, that such products are comparable to those preferred by ARAMARK with
respect to prices, terms, quality, quantity and customer acceptance. If ARAMARK desires to
offer for sale any product not included in the approved menu and price schedule, written
approval of the additional items must be obtained from University, and written approval of the
prices at which they may be offered for sale must be obtained from University. If ARAMARK
desires to substitute any item for another listed item, or make any change in quality or portion
size of the items set forth herein, written approval must first be obtained from University.

Temporary Concessions Addendum


Page 4 0[6
RESPONSIBILITIES OF UNIVERSITY:

A. Utilities: University shall provide without charge to ARAMARK water and


electricity.

B. Removal of Trash and Garbage: University shall establish a central location to


which ARAMARK shall deliver all trash and garbage produced by ARAMARK's Concession
Services. University shall, at its sole expense, remove all trash and garbage placed by
ARAMARK at such location.

C. Repairs: University shall timely make and pay for all repairs to all utilities
systems within the Athletic Facilities and all structural areas and improvements provided by
University, except when such repairs are necessitated by ARAMARK's negligence.

LICENSES, PERMITS AND TAXES:

A. Licenses, Pennits and Taxes: ARAMARK, at its expense, shall obtain and
maintain in good standing at all times all legally required licenses and pennits necessary to
provide the Concession Services. University shall cooperate with ARAMARK in obtaining such
licenses and pennits.

B. Payment for pennits and Licenses; Collection: ARAMARK shall pay for all
Federal, state and local licenses and pennits and collect and pay for all sales, use and excise
taxes relating to the provision of the Concession Services.

Notices to ARAMARK:

All notices required to be given by University to ARAMARK pursuant to this Agreement shall
be in writing and personally delivered, sent by telefax, telegram or overnight courier or sent by
registered or certified mail, return receipt requested to:

ARAMARK Sports and Entertainment Services, Inc.


1101 Market Street
Philadelphia, PA 19107
Attn: President

with a required copy to:

ARAMARK Corporation
1101 Market Street
Philadelphia, PA 19107
Attn: Executive Vice President
and General Counsel

or to such other person or place as ARAMARK may designate in writing.

Temporary Concessions Addendum


Page 5 0/6
. , ,
)

Accepted and Agreed:

Date Signed: Q,ll.1-03 Date Signed: J- 8- fJ 3


Approved as to form

BY~~<~
Texas A&M U ersity System
Office of General Counsel

Temporary Concessions Addendum


Page 60/6