FACILITY USE AGREEMENT

THIS FACILITY USE AGREEMENT ("Agreement") is entered into effective as of the date of the last signature below ("Effective Date"), by and between Regents of the University of Minnesota ("University"), a Minnesota constitutional corporation, and Minnesota Vikings Football, LLC (the "Vikings"), a Delaware limited liability company.

RECITALS

A. The Vikings wish to use University’s TCF Bank Stadium for NFL football games while a new Vikings’ stadium (the "New Vikings Stadium") is being constructed at the site of the Mall of America Field at Hubert H. Humphrey Metrodome.

B. University agrees to grant to the Vikings a license to use the TCF Bank Stadium on the terms and conditions set forth herein.

AGREEMENT

1. Facilities. University grants to the Vikings a license to use the TCF Bank Stadium and Facilities described in this Section 1 solely for the use described in Section 2 herein.

A. TCF Bank Stadium. For purposes of this Agreement, unless the context clearly indicates otherwise, "TCF Bank Stadium" includes the seating bowl, playing field, western plaza, and facilities and rooms (including the press/media facilities) identified in Exhibits A and j. The TCF Bank Stadium and other University facilities available for the Vikings’ use as described in this Section 1 are referred to collectively herein as "Facilities". The Vikings acknowledge and agree that various areas of the Facilities will be used by University employees and contractors pursuant to their provision of Game Day Items (as defined in Section 5), including, without limitation, TCF Bank Stadium service elevators and the marshalling area, and that the Vikings will not have exclusive use of these areas. Further, the Vikings shall not have use of any facilities in the TCF Bank Stadium used by ARAMARK, University’s exclusive food service vendor, including, without limitation, ARAMARK’s kitchen, service, storage and pantry areas as identified in Exhibit A-2. The Vikings also acknowledge and agree that the training table room (as identified in Exhibits A-i and ) is available only for meals or catered food events provided by ARAMARK or for food storage by ARAMARK.

B. TCF Bank Stadium Site Parking: Hospitality Tents. Reserved parking for the Vikings will be negotiated between the parties on an annual basis on or before April 1 of each year prior to the applicable NFL Season (as defined in Section 2.A.), as described in Section 3.A. The Vikings may place I or more hospitality tents (provided University has approved the tent sizes) on the south side of the TCF Bank Stadium Site (as defined in Exhibit A) adjacent to University Avenue, as shown on Exhibit A-3. University will work with the Vikings to identify appropriate tent sizes and locations.

C. Other University Facilities (Indoor). Subject to availability on a Game-by-Game (as defined in Section 2.A.) basis, the Vikings may use Mariucci Arena Club Room and Williams Arena Club Room, which use shall include reasonable means of access thereto (collectively, the "Arena Space") for pre-Game events. No additional Game Fee (as defined in Section 3.A.) will be charged for use of the Arena Space. University shall advise the Vikings on or before August 1 of each NFL Season of the Arena Space availability for each Game of that NFL Season, with the exception of any playoff Games, which availability University will advise of promptly following the scheduling of any playoff Games.

D. Condition of Facilities. University will deliver the Facilities in good repair on Game days and the TCF Bank Stadium field in game-ready condition consistent with Section 7.H. herein. The Vikings acknowledge that the Facilities are in place to serve the needs of University, that the TCF Bank Stadium was not constructed for winter football game use, and that University cannot guarantee that all snow, ice, and other hazards, known or unknown, associated with winter conditions will be removed from the Facilities, Access Ways (as defined in this paragraph), and University parking lots and ramps before Games. Subject to the foregoing acknowledgement, University will be responsible, to the extent reasonably possible, for the timely removal of snow and ice from the Facilities, Access Ways, and University parking lots and ramps, and the Vikings will work cooperatively with University to take appropriate action regarding winter weather conditions. The Vikings shall reimburse University, as a Game Day Expense (as defined in Section 3.B.), for the costs of snow and ice removal from the Facilities and from University streets, walkways, plazas and the transitway providing access to the TCF Bank Stadium and University parking lots and ramps (collectively, "Access Ways"). University is obligated to pay for costs of snow and ice removal from University parking lots and ramps, and such costs shall not be a Game Day Expense. Except for the Facility Improvement Items described in Section 4, which University will construct or acquire at the Vikings’ expense, the Vikings agree to accept the Facilities in "As-Is" condition, subject to University’s obligations set forth in this paragraph and the obligation of University to maintain the Facilities consistent with University maintenance standards and to provide the Game Day Items (as defined in Section 5) consistent with the standards described in Section 5. In addition to snow and ice removal, the Vikings shall reimburse University as a Game Day Expense for all other maintenance and repair costs related to winter weather operation, protection, and/or repairs resulting solely by reason of the Vikings’ use of the Facilities in winter weather, provided such other costs related to winter weather protection and operation would not have been incurred by University in the ordinary course of maintenance and repair but for the use of the Facilities by the Vikings in winter weather. University represents that, to the knowledge of University’s Building Official, as of the Effective Date, the TCF Bank Stadium complies with University Building Codes. The Vikings acknowledge University’s right and intent to pursue planned improvement projects with respect to the TCF Bank Stadium, which projects shall be scheduled to avoid any conflict with the Vikings’ use of the Facilities.

2. Use and Scheduling.

A. Vikings’ Games. Subject to the provisions of this Section 2.A., the Vikings may use the Facilities for Vikings’ home games only (each a "Game" and collectively "Games") for up to 4 consecutive NFL Seasons commencing with the 2014 NFL Season ("Use Period"). The Vikings anticipate its use of the Facilities to be limited to the 2014 and 2015 NFL Seasons and agree that its use of the Facilities during the 2016 and 2017 NFL Seasons are subject to the increased Game Fee and its timely provision of the 2016 Notice and 2017 Notice (as defined herein), together with all other Agreement conditions. If the Vikings desire to use the Facilities during the 2016 NFL Season, notice to University must be provided on or before October 1, 2015 (the "2016 Notice"). If the Vikings desire to use the Facilities during the 2017 NFL Season, notice to University must be provided on or before October 1, 2016 (the "2017 Notice"), provided that the Vikings shall have no right to use of the Facilities during the 2017 NFL Season if the Vikings do not use the Facilities (luring the 2016 NFL Season. If the 2016 Notice and/or the 2017 Notice, respectively, are not timely given, the Use Period shall expire at the end of the last Game Day Period of the respective preceding NFL Season. An "NFL Season" includes 10 home football games (2 pre-season and 8 regular season games) plus home playoff games. Each NFL Season may be reduced by I Game if the Vikings are selected by the NFL to play one of the Games abroad. If the NFL extends the NFL Season to include additional Games, and the Vikings participate in such additional Games pursuant to the NFL extension, such additional Games will be subject to the Scheduling Restrictions set forth in Section 2.B. below. Notwithstanding anything to the contrary in this Agreement, the Use Period shall not exceed a total of 50 days, and for purposes of the 50-day calculation, each Game Day Period (as defined in Section 2.C. below) will equal I day, except for any Game Day Period extended up to 24 hours for a total Game Day Period of up to 48 hours in accordance with Section 2.C.

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below, which will equal 2 days. A partially-played cancelled Game due to a Force Majeure Event (Section 30) or a University ordered shut-down (Section 7.C.) shall be counted and applied toward the 50-day calculation.

B. Scheduling Restrictions. The Facilities will be available for Sunday Games only, provided that the Facilities may be used for one weeknight each NFL Season when University classes are not in session (said weeknight to be coordinated with and approved by University in its sole discretion) and on Saturdays when there are no scheduled University football games. The foregoing availability is subject to the following restrictions: The Vikings shall make best efforts to work with the NFL to minimize conflicts with University’s academic calendar (including, for example and without limitation, Move-in/Welcome Week and finals week), intercollegiate athletics events and other University events of which University provides notice to the Vikings, and to avoid scheduling Games during the Minnesota State Fair and on the same weekends as University home football games. As of the date of this Agreement, University’s known academic calendar and scheduled and reserved events for the Use Period are set forth on the attached Exhibit B

’which Exhibit is

subject to periodic updates by University. In no event will the Facilities be available to the Vikings earlier than 6 hours following a University TCF Bank Stadium event. The Vikings’ coordination efforts with the NFL shall also include best efforts to accommodate University’s reservation of 2 Sundays in November and 2 Sundays in December for University home basketball games. If, despite use of the Vikings’ best efforts, any Games are scheduled on the same days as University hockey or basketball games, the Vikings acknowledge that University hockey and basketball season ticket holders will have priority with respect to Reserved Parking spaces, notwithstanding anything to the contrary in this Agreement, and available public parking will be severely limited. Following the scheduling of the Vikings’ Games in accordance with this paragraph, University will not schedule any TCF Bank Stadium events on Game days, and University and the Vikings will work collaboratively to minimize conflicts between the Games and University activities and events. Subject to those events noted on Exhibit B as updated from time to time, University will not schedule any large-scale TCF Bank Stadium events 24 hours prior to a Game and will use best efforts to avoid scheduling (i) any intercollegiate athletics events or other large-scale events at Mariucci and Williams Arenas on Game days or (ii) events that result in closure of the Access Ways on Game Days.

C. Access to and Availability of Facilities. With the exception of Storage Space (as defined in Section 2.D.) and the Reserved Parking (as defined in Section 3.C.), the Facilities will be available for a 24-hour period each Game day, commencing at midnight and ending at 11:59 p.m., subject to the 6-hour limitation set forth above ("Game Day Period"). The Vikings’ use of the Storage Space will be governed by that certain Storage Space Agreement between the parties, entered into concurrently with this Agreement. The Game Day Period may be extended up to 24 hours for a total Game Day Period of up to 48 hours, subject to University approval, which shall not be unreasonably withheld, delayed or conditioned, for any prime-time weeknight Games scheduled consistent with Section 2.B. All access shall be coordinated with University’s Department of Intercollegiate Athletics.

D. Storage Space. A portion of the marshalling area ("Marshalling Storage Space") and the north end/entombed space ("North Storage Space"), both as identified on Exhibits A and A-i, and such additional space University may designate in the Storage Space Agreement ("Designated Space"), will be available to the Vikings as long-term storage space, the terms of which are set forth in the Storage Space Agreement. The Marshalling Storage Space, North Storage Space and Designated Space are referred to collectively herein as the "Storage Space". The parties acknowledge and agree that the Vikings shall bear the cost of certain modifications to the North Storage Space, together with modifications to an adjacent area of the TCF Bank Stadium that will be used by University as storage space in order to accommodate the Vikings’ use of the Marshalling Storage Space, and it is anticipated that the cost of such modifications will equal or exceed the fair market value of the North Storage Space and Marshalling Storage Space use. If so, there will be no additional fee for use of the North Storage Space and the Marshalling Storage Space, provided that the Vikings shall be responsible for storage and related transport fees for storage of portables and other Non-

Capital Improvement Items requested by the Vikings and procured on the Vikings’ behalf and stored off-site by University until the Storage Space modifications are complete.

3. Fees. The fees and payments for the Vikings’ use of the Facilities shall consist of the Game Fee (as defined in Section 3.A.), (ii) Game Day Expenses (as defined in Section 3.B.), (iii) Reserved Parking Fee (as defined in Section 3.C.), (iv) Facility Improvement Expenses (as defined in Section 4.A.), and (v) any other fees, payments or expenses expressly described in this Agreement, including, without limitation, University’s Game Share described in Section 10.A. The maximum amount of fees with respect to the Game Fee and University’s Game Share for an NFL Season consisting of 10 Games shall be $3,000,000 per annum for the 2014 and 2015 NFL Seasons; $3,125,000 for the 2016 NFL Season; and $3,250,000 for the 2017 NFL Season.

A. Fixed Fee Per Game. The Vikings shall pay to University $250,000 for each Game played in the TCF Bank Stadium in the 2014 and 2015 NFL Seasons ("Game Fee"). The Game Fee for the 2016 NFL Season shall be $262,500 and the Game Fee for the 2017 NFL Season shall be $275,000.

B. Game Day Expenses. The Vikings shall reimburse University for all reasonable and necessary expenses incurred by University for services, equipment, work, personnel, and supplies provided to the Vikings for Games played in the TCF Bank Stadium, including, without limitation, those expenses described in Section 5 or other sections of this Agreement (collectively, "Game Day Expenses"). The Vikings have reviewed the attached Exhibit D (estimates of Game Day Expenses) and agree that these expenses are of the type and character that shall be deemed necessary and reasonable Game Day Expenses. Game Day Expenses that are incurred pursuant to compliance with applicable University policy and other Applicable Laws (as defined in Section 19.A.) or to ensure the safe operation of the Facilities (in University’s reasonable discretion) shall be deemed reasonable and necessary Game Day Expenses. The Vikings acknowledge and agree that the costs estimated as Game Day Expenses are based on available cost information as of February 2013. The Vikings are responsible for the actual Game Day Expenses, which may be higher or lower than the estimates set forth in Exhibit D.

C. Reserved Parking Fee. Subject to the State Fair Commitment described in Section 8 below, the priority given to University hockey and basketball season ticket holders described in Section 2.B. above, and the Vikings’ timely request, University shall allocate to the Vikings for passenger vehicle parking purposes only a minimum of 500 spaces in University lots in close proximity to the TCF Bank Stadium and/or on the TCF Bank Stadium Site, together with parking and set-up areas for media, team bus, and broadcast trucks in available University lots ("Reserved Parking"), as negotiated by University and the Vikings on an annual basis. The Vikings agree to make written request to University for Reserved Parking on or before April 1 of each applicable NFL Season, and University agrees to provide its written response no later than 30 days after receipt of the Vikings’ request. Estimated rates per parking space and lot are set forth on attached Exhibit E. The per-Game Fee for Reserved Parking ("Reserved Parking Fee") shall also be negotiated in accordance with such process and timeline and estimated rates on an annual basis. Other parking in University parking ramps and lots during Games will be on an "as available" basis as further described in Section 8, but shall not be less than 2,500 spaces per Game, subject to the limitation noted in Section 2.B. University may reserve, at University expense, a limited number of parking spaces (approximately 40 spaces in the aggregate) in the University Avenue Ramp, Gopher Lot, and/or other convenient location for guests attending Games in the Athletic Director’s Suite and Athletic Development Suite.

D. Fee Payments. With the exception of (i) the Facility Improvement Items, payment for which shall be made in accordance with Section 4 below, and (ii) the Game Share, which shall become due and payable 20 calendar days after the last Game played each NFL Season by the Vikings at TCF Bank Stadium, University shall invoice the Vikings on a monthly basis for the actual Game Day Expenses incurred for the previous month in such detail as the Vikings may reasonably require. The Vikings shall pay to University the amounts

invoiced for Game Day Expenses within 30 days of receipt. If the Vikings disagree with any amount invoiced, the Vikings must notify University within 20 calendar days of receipt of the invoice, which notice shall constitute the written notice serving to initiate the dispute resolution process described in Section 24. The Vikings may withhold payment only of those amounts for which timely notice of dispute is given, and only until such dispute is resolved; all other Game Day Expenses must be paid within 30 days of receipt. The Vikings shall pay monthly to University the Game Fee and Reserved Parking Fee no later than 20 calendar days of the month following the month in which the respective Game(s) were played. If any fee is not paid when due, interest will accrue on the unpaid amount at the rate of 6% per annum until paid, unless timely notice of dispute has been given. Any disputed fees must be paid within 30 days of dispute resolution, and interest will accrue on the unpaid amount at the rate of 6% per annum. The Vikings shall also pay University’s reasonable out of pocket costs of collection, including reasonable attorneys’ fees.

4. Facility Improvement Expenses; Collaborative Process.

A. Facility Improvement Expenses. University agrees to (i) complete the improvement work, including design and planning, for those Capital Improvement Items (as defined below) identified on Exhibit C (the "Required Capital Improvement Items") and any others requested by the Vikings and approved by University, subject to the time, process and schedule limitations generally set forth in the Milestone Schedule, as updated by the construction manager and defined in Section 4.11. below, and (ii) acquire the portables and Non-Capital Improvement Items described on Exhibit C attached hereto, all at the Vikings’ expense, which expenses, the Vikings represent, are authorized under the New Vikings Stadium project budget. The Vikings acknowledge that the Required Capital Improvement Items are necessary for the operation of the TCF Bank Stadium in winter weather and for delivery of the Game Day Services at the level specified in Section 5 herein; provided, however, that with regard to the item "Heated Field Turf’ the parties will work cooperatively to determine the appropriate design and technology to be utilized that ensures optimal field and player safety conditions during winter weather play If one or more of the Required Capital Improvement Items are unable to be completed for the 2014 NFL Season due to the time, process and schedule limitations generally set forth in the Milestone Schedule, any such Required Capital Improvement Items shall be completed for the 2015 NFL Season in accordance with a new Milestone Schedule prepared by University and finalized by the construction manager awarded the construction contract for such Requirement Capital Improvement Items, and the Vikings shall deposit with University the Pre-Design Funds, Design Funds, and Construction Funds, as applicable, in accordance with the new Milestone Schedule. The Capital Improvement Items, Non-Capital Improvement Items and portables are referred to collectively herein as the "Facility Improvement Items", and the expenses for the Facility Improvement Items are referred to collectively herein as the "Facility Improvement Expenses". As used herein, "Capital Improvement Items" shall mean those items constructed or installed and permanently affixed to, or made part of, the Facilities. Facility Improvement Expenses shall include the design and construction costs of the Capital Improvement Items. For clarification purposes, the design costs shall include Architect/Engineering fees and reimbursable expenses, associated soft costs, including, without limitation, project management fees, and the project contingency. The construction costs shall include those costs included as part of the Guaranteed Maximum Price ("GMP"), reimbursable expenses, associated soft costs, including without limitation, project management fees, and the project contingency.

B. Pre-Design Funds, Design Funds and Construction Funds for Capital Improvement Items. The Vikings shall deposit with University pre-design funds in the amount of $100,000 ("Pre-Design Funds") on or before April 26, 2013. In the event University’s Board of Regents does not authorize execution of this Agreement at its May 2013 meeting, the Pre-Design Funds shall be refunded to the Vikings minus any amount reasonably expended by University for pre-design work prior to the Board meeting. The Vikings shall deposit such additional design funds with University as are required to complete the design work ("Design Funds") on or before July 15, 2013. University shall provide notice to the Vikings of the Design Funds amount a minimum of 15 calendar days prior to the deposit due date. Final reconciliation of amounts owed for design shall be

made within 30 days following completion of the design work. The Vikings shall deposit with University funds sufficient for completion of construction of the Capital Improvement Items ("Construction Funds") on or before January 5, 2014, or such other date specified by University. University shall provide notice to the Vikings of the Construction Funds amount a minimum of 15 calendar days prior to the deposit due date. The Vikings shall deposit such additional Construction Funds as are required to complete the construction work for the Capital Improvement Items within 20 calendar days after University’s request. The Vikings acknowledge that University will not commence any pre-design, design or construction work for the Capital Improvement Items until payment of the Pre-Design Funds, Design Funds and Construction Funds, respectively, are made. The Vikings further acknowledge and agree that its failure to timely pay the Pre-Design, Design and Construction Funds may result in (i) increased costs for the Capital Improvement Items, which increased costs are the Vikings’ responsibility, and/or (ii) University’s inability to timely complete the Capital Improvement Items, for which University shall have no liability whatsoever.

C. Non-Capital Improvement Items and Portables; Temporary Bleacher Seating. University, in collaboration with the Vikings, will develop a timeline and accompanying task list setting forth the dates by which decisions must be made with respect to procurement of the portables and Non-Capital Improvement Items. The Vikings shall pay to University amounts sufficient for procurement of the Non-Capital Improvement Items and portables prior to University entering into a purchase order or other contract for the Non-Capital Improvement Items and portables. University shall provide notice to the Vikings of the procurement amount, which shall be paid by the Vikings within 20 calendar days after receipt of such notice. The Vikings acknowledge that University will not enter into any purchase order or other contract for the Non-Capital Improvement Items and portables until such payment is made. University shall have no liability whatsoever for its inability to timely procure the Non-Capital Improvement Items and portables, and the Vikings shall be responsible for any increased costs for the same, if the Vikings fail to (i) timely make and communicate decisions with respect to procurement of the Non-Capital Improvement Items and portables and (ii) make timely payment of the procurement amounts. The parties acknowledge that some of the portables and Non-Capital Improvement Items may be procured by a lease arrangement; if the Vikings approve procurement by lease, it shall be responsible for all fees and other costs with respect to the lease, which shall be paid to University prior to entering into the lease. Final reconciliation of amounts owed under the lease shall be made within 30 days following the end of the lease arrangement.

If the Vikings desire bleacher seating for the 2014 NFL Season, on or before July 1, 2013, the Vikings shall deposit with University $35,000 ("Bleacher Design Funds") for the design of temporary bleacher seating it plans to request in accordance with Section 6.C. On or before January 1, 2014, the Vikings shall deposit with University funds for procurement of the temporary bleacher seating, which is anticipated to be procured by a lease arrangement. University shall give notice to the Vikings of the procurement amount (which shall cover all fees and costs with respect to the lease) at least 15 calendar days in advance of the deposit date. The Vikings may also be required to provide an initial deposit for the bleachers prior to January 1, 2014. The University shall give notice to the Vikings of the initial deposit amount at least 15 calendar days in advance of the deposit date. Final reconciliation of amounts owed for the temporary bleacher seating shall be made within 30 days following the end of the lease arrangement. As noted above, University shall have no liability whatsoever for its inability to timely procure the bleacher seating if the Vikings fail to make timely payment of the Bleacher Design Funds, the procurement funds or deposit or for any resulting increased costs for the bleacher seating, which shall be the sole responsibility of the Vikings.

D. Ownership of Facility Improvement Items. University shall own and retain all of the Capital Improvement Items at the end of the Use Period. For the avoidance of doubt, with the exception of leased items, all portables and other such moveable kiosks, selling point carts and moveable counters of any kind or nature shall be the sole property of the Vikings, notwithstanding any contrary provision in this Agreement. If mutually agreed by the Vikings and University, University may purchase portables and other moveable items from the Vikings at their depreciated value at the end of the Use Period.

E. Improvement Representatives. Kevin Warren and Steve Poppen are designated the representatives of the Vikings (each, a "Vikings’ Improvement Representative" and together, the "Vikings’ Improvement Representatives"), either of whom is authorized to act on the Vikings’ behalf with respect to the Facility Improvement Items, including any reviews, approvals, and information requested by University, and at least one of whom shall attend related meetings requested by University. University shall thereafter direct all communications with respect to the Facility Improvement Items to the Vikings’ Improvement Representatives. Pamela Wheelock is designated as the representative of the University ("University’s Improvement Representative") and is authorized to act on the University’s behalf with respect to the Facility Improvement Items. The Vikings acknowledge and agree that its failure to timely provide requested information, approvals or review or attend meetings may result in University’s inability to timely complete the Facility Improvement Items, for which University shall have no liability whatsoever, and/or increase Facility Improvement Expenses for the Facility Improvement Items, and the Vikings shall be responsible for resulting increased expenses. By way of clarification, the Vikings shall not be responsible for increased costs due to the failure of University to obtain information (other than information University sought to obtain from the Vikings which was not timely provided), diligently pursue the design, procurement and construction of the Capital Improvement Items in accordance with the Milestone Schedule, or delay or failure to schedule and attend meetings. University shall submit to the Vikings plans (to the extent applicable) for the Capital Improvement Items for the Vikings’ approval (which approval shall not be unreasonably withheld, conditioned, or delayed), and the Vikings shall have 15 calendar days to approve the plans or provide University with a written list of requested changes. If the Vikings fail to either approve or provide the list of requested changes within the 15 calendar day period, the Vikings’ response shall be deemed untimely. University will consider the Vikings’ timely request for plan changes, and, to the extent it is feasible, in University’s sole and reasonable discretion, any untimely requests for plan changes, revise the plans accordingly, and resubmit the plans to the Vikings. The foregoing process for the resubmitted plans shall apply until said plans are approved, provided that the Vikings shall have 5 business days to approve the resubmitted plans or provide University a list of requested changes. If the Vikings fail to respond within said 5 business day period, the Vikings’ response shall be deemed untimely.

F. Procurement Process. University agrees to follow its customary procurement process and applicable University policies to obtain competitive pricing for the Facility Improvement Items. A copy of the applicable policy documents and related standard practices have been provided to the Vikings.

G. Collaborative Effort. Pursuant to the terms of this Agreement, the design and construction of the Capital Improvement Items shall be a collaborative effort between University and the Vikings. The Vikings’ Improvement Representatives shall receive notice, and at least one Improvement Representative shall attend Capital Improvement Meetings (as defined in this paragraph) with their respective consultants. Attendance at such meetings may be in person, by telephone or video conference call, or by other means which permits each participant to be verified and to hear and be heard by others. The Vikings’ Improvement Representatives shall receive copies of all key design and construction documents related to the Capital Improvement Items and the critical design and construction decisions. University shall establish in cooperation with the Vikings regular meetings with respect to the Capital Improvement Items (the "Capital Improvement Meetings"). Special Capital Improvement Meetings may be held upon reasonable notice in writing to all participants, including the Vikings’ Improvement Representatives. The collaborative effort anticipated by this Agreement is such that the parties will work with the architect and construction manager to regularly produce and review a task list and critical design and construction decisions upon which University and the Vikings’ Improvement Representatives will confer and agree. The purpose of the task list is to provide the timing and the deadlines for the parties to make critical design and construction decisions and to adhere to delivery and project work schedules established in writing by the parties. Such task list will be based on the Milestone Schedule, defined in Section 4.11. below. University shall retain control over selection of the design and construction team and the negotiation and award of applicable contracts in accordance with its policies and procedures, as well as the management of the design and construction process. For clarification purposes, "critical design and

construction decisions" shall mean approval of pre-design plans and design plans for the Capital Improvement Items, approval of the GMP for construction of the Capital Improvement Items, approval of the final budget for the Capital Improvement Items, and approval of amendments to the GMP or final budget, all of which shall require the approval of a Vikings’ Improvement Representative, the process for which shall be governed by Section 4.D. above.

H. Milestone Schedule. Exhibit G is a conceptual milestone schedule for the Capital Improvement Items ("Milestone Schedule"), which must be finalized by the construction manager awarded the contract for the Capital Improvement Items.

5. Game Day Expenses. University shall provide the services, equipment, supplies and work described on Exhibit D hereto as Game Day Expenses (collectively, "Game Day Items"), all at the Vikings’ expense. The Game Day Items shall be provided in a manner consistent with the standard in which such services are customarily provided at a capacity University football game in the TCF Bank Stadium, subject to the acknowledgement set forth in Section 1.D., the Vikings’ assumption of the risks set forth in Section 9.A., and the completion of the Required Capital Improvements. The costs listed on Exhibit D are estimates only, and the Vikings acknowledge that actual Game Day Expenses may exceed or be lower than this estimate. University shall use reasonable efforts to provide any additional Game Day Items requested by the Vikings at the Vikings’ expense. The Vikings may elect to omit one or more Game Day Items, provided it gives University advance notice of the same and University approves of the omission. Any expenses incurred by University for omitted Game Day Items prior to receipt of the notice and approval of the omission by University shall be paid by the Vikings.

6. Tickets; Seating and TCF Bank Stadium Capacity.

A. Ticketing and Ticketing Revenues. The Vikings shall control ticketing, contract and pay for the services of any desired ticket vendor, and retain all ticketing revenues, subject to the remainder of this Section 6. The Vikings plan to use Ticketmaster but may use another ticket vendor or handle ticketing themselves, provided that any costs incurred by University to accommodate the Vikings’ ticket vendor or ticketing services shall be deemed a Game Day Expense and paid by the Vikings. The Vikings may use the TCF Bank Stadium ticket office on Game days. All seats will be reserved (including any temporary bleacher seating added as a Facility Improvement Item). All standing room only ("SRO") areas will be designated by University’s Building Official.

B. Complimentary Tickets. The Vikings shall provide to University 100 complimentary tickets for non-premium seating in the band seating area and 50 complimentary premium tickets for the Athletic Director’s Suite and Athletic Development Suite for each regular NFL Season Game played in the TCF Bank Stadium. By way of clarification and understanding, no complimentary tickets will be provided for playoff Games, provided that University shall have the right to purchase the same number of tickets (up to 150) for any playoff Games at the same price and terms the tickets are offered to the public. University acknowledges that the 100 complimentary tickets for non-premium seating for play-off Games may not be the same seating as for regular NFL Season Games.

C. Additional Seating and TCF Bank Stadium Capacity. Subject to the Vikings’ timely request, University shall provide, as a Game Day Expense, including planning and design and other soft costs, up to 2,134 additional temporary bleacher seats on the western plaza as are requested by the Vikings, subject to approval by University’s Building Official. The Vikings acknowledge that the 2,134 maximum temporary seating capacity is dependent on a number of factors, including, without limitation, bleacher design, access areas, and the location of food vendors and portable restroom facilities. The Vikings shall make written request to University for additional seating on or before August 1, 2013. If the Vikings fail to make its request by this date, University may be unable to timely procure the additional seating and shall have no liability whatsoever

for the same or for additional expenses related to procurement. Procurement of the temporary bleacher seating shall be governed by the process for Non-Capital Improvement Items set forth in Section 4.C. The Vikings acknowledge that University may locate its beer garden/alcohol sales area on the western plaza during University football seasons falling within the Use Period. The Vikings shall be responsible as a Game Day Expense for all costs of set-up, take-down, and storage (including, without limitation, any related transportation expenses) of the temporary bleacher seating to accommodate the placement of University’s beer garden/alcohol sales area, unless such beer garden/alcohol sales area is no longer utilized by University or the beer garden/alcohol sales area is relocated due to changes in Applicable Law or other reasons. Except for the Athletic Director’s Suite and Athletic Development Suite and the 100 non-premium seats noted above, which are for University use, all seating and SRO TCF Bank Stadium capacity will be available to the Vikings, subject to the rights of the Premium Seat Holders (as defined in Section 6.D.) and the provisions of Section LA. As of the Effective Date, and based on available information, the estimated TCF Bank Stadium capacity (including bleacher seating on the western plaza) is 54,472.

D. Premium Seating. The Vikings acknowledge that University has existing contracts with loge and suite licensees ("Premium Seat Holders"), and that the Premium Seat Holders have a right of first refusal for Games played in TCF Bank Stadium, allowing them the right to purchase use of the respective loge or suite and tickets to these Games ("ROFR"). University has provided the Vikings a list of the loges and suites for the TCF Bank Stadium dated March 12, 2013, which list identifies, as of the list date, (i) those loges and suites which are not under contract and (ii) the expiration dates of the loges and suites which are under contract and contain the ROFR.

(i) Rights to Market Premium Seating Not Subject to ROFR. From and after the Effective Date, the Vikings may market premium seating rights to those loges and suites not under contract with University (and therefore not subject to the ROFR) as of the Effective Date solely for Games played in the TCF Stadium during the Use Period, and also may market seating rights to any loges and suites which become available (through contract expiration following any extensions, renewals or termination) after the Effective Date for said Games, and retain all the proceeds therefrom. For clarification purposes, University may, until and including September 1, 2013, renew and extend the contracts of Premium Seat Holders that expire during the 2013, 2014, 2015, and 2016 University football seasons, which extensions will include the ROFR. Subject to the foregoing, University will not otherwise extend the rights of Premium Seat Holders after the Effective Date to occupy the suites or loges for the Games. Furthermore, new contracts for premium seating entered into by University from and after the Effective Date shall not contain a ROFR for the Games.

(ii) Right to Market Premium Seating Subject to ROFR. The Vikings may market premium seating rights subject to the ROFR in accordance with the terms of this paragraph. On or before November 1 of each calendar year prior to the applicable NFL Season, the Vikings shall provide to University written notice of the amount the Vikings will charge the Premium Seat Holders for the ROFR, including any applicable terms and conditions, which amount shall be no more than the price offered by the Vikings to any other person, entity or organization (collectively, "Person") for the loge or suite use rights and tickets, and which terms and conditions shall be no less favorable than those terms and conditions offered to any other Person for the loge or suite use rights and tickets (collectively, "ROFR Obligation"). University shall provide to the Vikings on or before February 1 of each applicable NFL Season the list of Premium Seat Holders who have not exercised their ROFR. Commencing February 1 of each applicable NFL Season, the Vikings may market seating rights of Premium Seat Holders who have not exercised their ROFR solely for Games played in the TCF Stadium during the forthcoming NFL Season, subject to the ROFR Obligation, and retain all the proceeds therefrom. Upon request from University, the Vikings agree to provide evidence reasonably satisfactory to University of the prices and terms and

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conditions offered by the Vikings for the loge or suite use rights and tickets to Persons other than Premium Seat Holders. A 10% deposit from the Premium Seat Holders who exercise their ROFR shall be sufficient to reserve the premium seats for the Games.

7. TCF Bank Stadium and Game Operations.

A. Security and Traffic Control. University shall provide, as a Game Day Expense, security and traffic control services consistent with Applicable Laws and otherwise as deemed necessary by University, in its sole and reasonable discretion, to ensure security and manage traffic operations. The Vikings’ security provider may consult and advise University’s security on the Vikings’INFL requirements.

B. TCF Bank Stadium Operations and Ushering. University shall plan, provide and direct, as Game Day Expenses, work related to the TCF Bank Stadium operations and ushering described on Exhibit D. The Vikings may consult with and advise University on any proposed changes the Vikings deem advisable to enhance such operations.

C. Game Day Command Center. Game day operations will be conducted as a unified command of University, the Vikings, and the NFL. University’s Assistant Vice President for Public Safety or designee will serve as Incident Commander. University will retain control over all life safety issues, including decisions concerning TCF Bank Stadium shut-down.

D. Game Day Operations Manual and Game Script. The Game Day Operations Manual and Game Script shall be prepared by the Vikings on a Game-by-Game basis and submitted to University for approval, which approval shall not be unreasonably withheld, delayed or conditioned. The Vikings shall submit the Game Day Operations Manual for approval not later than 72 hours prior to each Game and the Game Script for approval not later than 48 hours prior to each Game.

E. Scoreboards and Public Address System. The scoreboards and public address system of the TCF Bank Stadium will be available for exclusive use and operation by the Vikings during the Game Day Periods, subject to Existing Contracts (as defined in Section 10) and other applicable provisions of this Agreement, including, without limitation, Sections 10 and 14.

F. Team and Game Support. The Vikings, at its expense, shall provide and are responsible for, Game officials (including chain gang, timer, statistics crew and spotter), Game equipment (including without limitation footballs, field phones, sideline communication systems, and instant replay equipment), and pre-Game, half-time and post-Game entertainment.

G. Emergency Equipment and Personnel. University shall make arrangements for emergency vehicles, EMTs, X-ray equipment and personnel and medical equipment as Game Day Expenses. University’s emergency vehicles, EMTs and personnel will serve fans and other persons in the TCF Bank Stadium, not the Vikings, the other NFL Team or other participants in the Game, or on the playing field and sidelines. The Vikings are responsible for provision of X-ray equipment operators, emergency vehicles, and EMTs for NFL team players, coaches, employees and others on the playing field and sidelines.

H. Field Markings and Replacement Turf. The field will be marked according to Vikings’ specifications as a Game Day Expense. The Vikings’ field markings will be painted, with the exception of the end zone in-lays, yard lines, teams’ bench areas, photo-security line, and out-of-bounds lines, which will be permanent markings. The Vikings shall assist University and assume responsibility for required actions to complete the field preparation. The Vikings and University shall use best efforts to cooperatively prepare the field, with all expenses paid by the Vikings as a Game Day Expense, and the Vikings shall work under the supervision of University. Vikings are responsible, as a Game Day Expense, for the cost of University’s restoration of the

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field post-Game, which includes the removal of NFL/Vikings markings and restoration of collegiate markings and University logos and marks. The Vikings and University shall use best efforts to cooperatively restore the field post-Game. The Vikings are also responsible, as a Facility Improvement Expense, for the cost of University’s replacement of the turf at the end of the Use Period with new turf with permanent markings as selected by University. The Vikings may offer or propose to University the installation of particular replacement field turf at any time during this Agreement, but University retains the right to make all decisions related to the replacement turf installation at the TCF Bank Stadium. The Vikings’ obligations under this paragraph shall survive the expiration or earlier termination of this Agreement.

I. Press Box and Credentialing. The Vikings shall be responsible for assignment of space in the press box and reimburse University for any related expenses it incurs as a Game Day Expense. The Vikings shall manage credentialing of media personnel, Game day officials, employees, and food service workers working at the TCF Bank Stadium and establish rules for access to non-public areas in the TCF Bank Stadium during Game Day Periods. University shall identify University staff that must be credentialed and their respective levels of access. University and the Vikings shall cooperate to coordinate credentialing procedures.

J. Programs. The Vikings may print and sell or distribute unwrapped Vikings programs (including programs known as Vikings Game Day and Vikings Playbook programs as of the Effective Date) within the TCF Bank Stadium only (and not outside any gated area or on the exterior perimeter of the TCF Bank Stadium, including, without limitation, on the plazas or promenade) and retain all program revenue, provided that the content of the program advertising is subject to University’s review and approval for conformance with University’s Existing Contracts (as defined herein) and policies. University’s approval shall not be unreasonably withheld, delayed or conditioned, provided it shall be deemed reasonable for University to withhold approval if the program content does not conform to University’s Existing Contracts or policies.

K. Tailgating. Tailgating will be allowed during Game Day Periods in lots designated by University under the same rules as are in effect for University football game days. A copy of the rules in effect as of the Effective Date has been provided to the Vikings. The number of lots available and the hours will be determined on a Game-by-Game basis based on other University-scheduled activities. The Vikings shall not conduct or permit marketing, soliciting, or promotional activities in tailgating areas or elsewhere on the University campus unless authorized in writing by University.

Parking and Transit. Parking in University parking ramps and lots during Game Day Periods will be on an "as available" basis, but shall not be less than 2,500 spaces available for Games, subject to the limitation noted in Section 2.B. University shall operate its ramps and lots, establish the parking rates, and retain the revenue. The Vikings acknowledge that University is committed to providing approximately 3,900 parking spaces to the State Fair during the State Fair, which requires most surface parking near the TCF Bank Stadium and a significant number of ramp spaces ("State Fair Commitment"). No arrangements are currently in place for parking at the State Fairgrounds during Games played at the TCF Bank Stadium; any arrangements for such parking will be handled by University, and University shall establish the parking rates and retain the revenue. The Vikings acknowledge there is no possibility for parking at the State Fairgrounds during the State Fair. On or before April 1 of the applicable NFL Season, University and the Vikings shall jointly develop and coordinate a transportation and traffic plan for Games, including the transit and shuttle bus services to be provided by University and charter bus and taxi plan. No costs and expenses for parking and transit other than those noted on Exhibit D may be assessed to the Vikings, which costs and expenses are estimates; the actual costs may be higher or lower.

9. Concessions; ARAMARK Catering.

A. Terms. All food and beverages sold, distributed or offered for consumption at the Facilities will be provided by University through its vendor, ARAMARK. The Vikings shall arrange for and make direct

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payment to ARAMARK for catering services provided on the Vikings’ behalf with respect to its hospitality tents, the indoor club rooms, the training table room, and other Facility locations. Alcoholic beverages will be sold pursuant to University’s license for the TCF Bank Stadium and the contract between University and ARAMARK. The Vikings may not serve or sell, distribute, dispense, advertise or promote any food or beverage (collectively, "Food Activity") in the TCF Bank Stadium or on University campus in violation of University’s Existing Contracts, and any Food Activity of the Vikings must be approved in advance by University and its Auxiliary Services Contract Administrator. The concessions menu and menu pricing for Games shall be based on a list approved by ARAMARK with respect to required storage, preparation and production capabilities ("Menu List"), consistent with the Food Service Management and Operations Agreement between ARAMARK and University. The Vikings shall be responsible for meeting with ARAMARK and developing the preliminary Menu List on or before February 1 of the applicable NFL Season. University and the Vikings shall promptly review and discuss the Menu List and finalize the same on or before April 1 of the applicable NFL Season. The Vikings shall have final control over the Menu List, subject to reasonable review and approval by University, which approval may be withheld only due to a conflict between the proposed Menu List and University’s Existing Contracts or a conflict regarding storage space use or capacity, or Facility or equipment availability or capacity. The Vikings shall have final determination of Menu List pricing. If the Vikings fail to timely obtain the preliminary Menu List from ARAMARK or participate in discussions with University regarding the same, and such failure, in University’s reasonable opinion, will hinder ARAMARK’s ability to provide food services at Games, University may elect to designate as the default concessions menu and pricing for Games either (i) the menu and pricing for University football games or (ii) the menu and pricing for Games from the prior NFL Season, if applicable. The Vikings acknowledge and agree that differences in concessions menu and pricing between Games and University football games will result in additional costs for the Vikings for ARAMARK services and operational risks, including without limitation, that cash registers and other food-service related equipment and items may not be timely prepared for Games, additional logistic expenses, and lack of inventory control. The Vikings assume these operational risks and are solely and fully responsible for the same. The Vikings are responsible, as a Game Day Expense, for the cost of restoring the cash registers, menu boards and other food-service items to a service-ready condition for University football games.

B. Gatorade and Pepsi Products. The Vikings have informed University that the Vikings have reached an agreement with Coke (as defined below), allowing the Vikings limited display, use, promotion and service of Pepsi and Gatorade products, as memorialized in that certain letter agreement between the Vikings and Coca-Cola Refreshments, USA Inc. and The Coca-Cola Company (collectively, "Coke") dated February 14, 2013 (the "Coke Letter"), which activities are otherwise prohibited under University’s Existing Contract with Coke. The Vikings shall defend, indemnify, and hold University harmless from and against all claims, losses, costs, damages and expenses arising from any claim by Coke that the Vikings’ display, use, promotion and service of Pepsi and Gatorade products causes University to be in breach of University’s Existing Contract with Coke.

10. Sponsorships and Advertising; Game Share and Exclusive Revenues.

A. University’s Game Share. In addition to the Game Fee specified in Section 3.A., and in consideration of the sponsorship, advertising, concession and other revenue opportunities granted to the Vikings herein, the Vikings shall pay to University an additional $50,000 per Game played ("Game Share"). The Game Share owing to University shall be paid in accordance with Section 3.D.

B. Existing Sponsors. The Vikings may earn sponsorships and advertising revenue from its sponsors and advertisers existing as of the Effective Date ("Existing Vikings Sponsors"), so long as such sponsorships and advertising comply with the terms and limitations under University’s existing contracts ("Existing Contracts") with TCF Bank, Dairy Queen, Learfield Sports ("Learfield"), Coke, and Gold Country (collectively, "Existing University Sponsors") and applicable terms of this Agreement. The terms of the

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Existing Contracts are generally summarized in the memorandum dated February 3, 2012 titled "Sponsorship and Other Contractual Limitations: Use of TCF Bank Stadium by Minnesota Vikings" ("Memo"), a copy of which has been provided to the Vikings. The Vikings shall retain 100% of the revenue from the Existing Vikings Sponsors, and University shall retain 100% of the revenue from the Existing University Sponsors (and any other sponsors and advertisers with whom University has agreements as of the date of this Agreement, which shall also be "Existing University Sponsors"), subject to the provisions of Section 10.E. below.

C. ARAMARK. The share of ARAMARK commissions revenue to which University is entitled under its existing contract with ARAMARK is referred to herein as "Existing ARAMARK Revenue". Existing ARAMARK Revenue generated in the Facilities during Games shall be distributed 100% to the Vikings. If the Vikings negotiate an agreement with ARAMARK obligating ARAMARK to pay a greater percentage of commissions revenue ("New ARAMARK Revenue") generated from sales in the Facilities during Games than the Existing ARAMARK Revenue, such additional New ARAMARK Revenue will be distributed 100% to the Vikings. For avoidance of doubt, the Vikings shall not be entitled to share in any ARAMARK commissions revenue other than ARAMARK commissions revenue generated during Games in Facilities used by the Vikings. The Vikings must comply with all terms and limitations of University’s existing contract with ARAMARK, except to the extent any such terms and limitations are re-negotiated and approved by University, which approval will not be unreasonably withheld, delayed or conditioned. All Existing ARAMARK Revenue and New ARAMARK Revenue shall be deposited with University to be distributed to the Vikings by University on a Game-by-Game basis within 10 days following (i) the Vikings’ payment of ARAMARJ( catering services in accordance with Section 9.A. and (ii) ARAMARK’s deposit of Existing ARAMARK Revenue and New ARAMARK Revenue with University. University shall provide a written accounting for such distribution, including the documentation provided by ARAMARK to University.

D. New Sponsors. The Vikings may secure new sponsorships or advertising contracts with parties other than the Existing Viking Sponsors or the Existing University Sponsors ("New Vikings Sponsors"), provided that the Vikings and any New Vikings Sponsors comply with the terms and conditions of the Existing Contracts and applicable terms of this Agreement. The Vikings shall retain 100% of the revenue from the New Vikings Sponsors. For avoidance of doubt, University, through its agent, Learfield, may secure new sponsorships or advertising contracts for intercollegiate athletic events in accordance with the Existing Contract with Learfield ("New University Sponsors") and shall retain 100% of the revenue from the New University Sponsors; provided, however, that from and after August 31, 2013, University shall not enter into any new sponsorship or advertising arrangements for permanent signage or displays that will remain visible during Games for the Use Period. Notwithstanding the foregoing, if the Vikings’ use of the Facilities extends beyond the 2015 NFL Season, University may renew and/or enter into new contracts for then-existing permanent signage that expire after the 2014 University football season. For clarification purposes, this restriction shall not apply to arrangements for bleacher signage described in Section 10.F. below, which the Vikings may cover during Games at its expense.

E. New Revenue from Certain Existing University Sponsors. If the Vikings negotiate agreements with TCF Bank, Dairy Queen, or Coke entitling them to revenue beyond what is provided for under the terms of the Existing Contracts ("New Revenue"), such New Revenue will be distributed 100% to the Vikings, provided that the Vikings must obtain University’s prior approval of any New Revenue arrangements, which approval shall not be unreasonably withheld, conditioned or delayed.

F. Scoreboard and Electronic Message Boards; Other Temporary Signage; Bleacher Signage. The Vikings shall have exclusive use of the scoreboard and electronic message boards of the TCF Bank Stadium for presentation of advertisements or sponsorship messages as described and allocated in Section III of the Memo, subject to the limitations and restrictions in this Agreement and the Existing Contracts. University agrees that that the digital signage availability set forth in the Memo, hereby incorporated by reference, shall

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not be reduced during the Use Period. The Vikings may place temporary signage and/or decorations (including field decorations) in the Facilities only with the prior approval of University, which shall not be unreasonably withheld, delayed or conditioned, and in no event shall such signage or decorations be allowed to cover or interfere with existing Facilities venue signs (e.g., TCF, Coke, and/or DQ). No permanent signage shall be available for the Vikings’ use. Signage of Existing University Sponsors and any New University Sponsors shall remain in place and visible. Subject to the restrictions and limitations herein, the Vikings may allow Existing Vikings Sponsors or New Vikings Sponsors to maintain promotional kiosks in locations approved by University, which approval shall not be unreasonably withheld, delayed or conditioned. If temporary bleachers are installed on the western plaza for Games and remain in place for University football games, University shall have the right to display signage of New or Existing University Sponsors on the temporary bleachers, which signage may be covered by the Vikings at its expense during the Games. University shall retain 100% of the revenue for any such bleacher signage.

G. Advertising and Sponsorship Restrictions. Except as otherwise expressly permitted in writing by University and the applicable Existing University Sponsor or in the Coke Letter, no sponsorship/advertising message, signage, display, public address announcement or promotional event or activity shall be allowed by the Vikings that displays the name or trademarks of or relates to (a) any Financial Services Company (as that term is defined in the Memo and Existing Contract with TCF Bank), (b) any beverage (other than beverages marketed under Coco-Cola trademarks) if such message, signage, display, announcement, event or activity would cause University to be in breach of its Existing Contract with the Coca-Cola Company, or (c) any hard and soft-serve ice cream. Advertising/publicity may not advertise or promote gambling, drugs, adult entertainment, tobacco, or firearms, and will not state or imply that University supports or endorses any goods, services or political or theoretical position. Any alcohol advertising requires approval by University’s President. The Vikings shall not take any action or use any language in its use of the Facilities that might reasonably be expected to offend contemporary community standards, such as use of words regarding sexual acts, defamatory language, or language that might denigrate any class or group of people.

H. TCF Bank Stadium References. The Vikings shall use only the name "TCF Bank Stadium" when referring to the TCF Bank Stadium in writing and in any official oral references, advertisements and promotions for the Vikings.

11. Merchandise. The Vikings acknowledge that Gold Country, the operator of the permanent TCF Bank Stadium store, is allowed to operate its store on Game days, and that Gold Country is party to an Existing Contract with University that is not affected by this Agreement. The Vikings are encouraged to work with Gold Country regarding Game day sales of Vikings’ merchandise at the store and at other TCF Bank Stadium locations. The Vikings may also sell Minnesota Vikings and NFL-licensed novelties at locations not operated by Gold Country and approved by University and retain the proceeds therefrom. University shall confirm to Gold Country that it does not object to Gold Country selling NFL and Vikings merchandise. University and the Vikings shall encourage coordination among and between Gold Country, the Vikings and the Vikings’ vendors.

12. Alcohol. Pursuant to an authorizing resolution passed by University’s Board of Regents, alcohol sales and consumption will be allowed at the TCF Bank Stadium on Vikings’ Game days, subject to University policies and restrictions, which include, without limitation, the following: (i) beer and wine may be sold throughout the TCF Bank Stadium pursuant to University’s license, (ii) hard liquor may be sold in premium seating areas only (i.e., club seating, loge boxes, and suites) pursuant to University’s license, and (iii) beer, wine and hard liquor may be sold in the Arena Space (to the extent such space is available and used by the Vikings) pursuant to University’s license. No alcohol may be sold or served in the Minnesota Tribal Nations Plaza, as shown on Exhibit A-4. University shall approve all alcohol sales locations. University represents that its contracts in effect as of the Effective Date do not prevent University from entering into contracts with distributors of Pernod Ricard, LLC, MillerCoors, LLC, Summit Brewing Company, Incorporated, August Schell Brewing

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Company, Incorporated, Busch Media Group, Inc. and/or Anheuser-Busch, LLC ("Vikings Distributors"). University shall not enter into any new contract or modify any existing contract such that University is prevented from entering into contracts with Vikings Distributors. Types and brands of alcoholic beverages sold during Games shall be determined in accordance with Section 9.A.

13. Recordings; Broadcast. The Vikings, NFL and authorized networks shall have the non-exclusive right to, and to authorize and license others to, exercise Broadcast Rights (as defined below) with respect to all Games and to retain all revenues derived therefrom. University grants to the Vikings a non-exclusive, royalty-free license to include in any Broadcast Rights (or fixation thereof) exercise, with respect to any Game, any likeness, image, sound or other item visible or available in the TCF Bank Stadium or the Facilities from time to time. "Broadcast Rights" shall mean the rights, licenses, and other fees and arrangements relating to the production and distribution of the Games for commercial televisions, non-commercial televisions (by over-the-air cable or otherwise), internet and other interactive media, and any other media available whether or not within the current contemplation of University and the Vikings, including direct sales of advertising and promotions by the Vikings, radio broadcast and any other media fees and revenues, and any income attributable to such broadcasts (whether in or out of the local market). The Vikings or its designee(s) shall own in perpetuity and may exploit the products of all such activities in its discretion throughout the world in all media without further payment or compensation to University; provided that the Vikings shall pay for any additional out-of-pocket expenses reasonably incurred by University related to such activities, including labor costs, which are deemed to be Game Day Expenses.

14. Neighborhood Noise and Sound Disturbance. The parties acknowledge that there are long-established residential and business neighborhoods in the vicinity of the TCF Bank Stadium. These neighborhoods have significant concerns about noise levels affecting residents. Both parties wish to foster their goodwill and the relationship between University and the neighborhoods. Therefore, the Vikings shall take all reasonable steps to assure compliance with state and local noise regulations and ordinances, including without limitation, Minnesota Rules Chapter 7030, and Minneapolis Ordinance Chapter 389, and the parties shall cooperate with each other in this regard. The Vikings shall appoint a representative who shall serve as the contact and neighborhood liaison with respect to all noise, sound disturbance and other community impact issues related to Games. All sound checks, sound system testing, and other loud activities prior to Games shall be concluded before 5 p.m. and may not commence before 9 a.m. The Vikings shall inform University of the schedule for such activities at least 48 hours prior to Game days. The Vikings shall defend and indemnify University from and against any loss, cost, fines, and other penalties or damages arising from or related to any non-compliance with these regulations and ordinances.

15. Vikings Good Neighbor Partnership Fund. The Vikings desire to work with the nearby residential neighborhoods and businesses to create a Good Neighbor Partnership ("Partnership") for the years that it will play its Games at the TCF Bank Stadium. This Partnership will be based on University’s good neighbor plan yet recognize that the Vikings can bring unique resources and visibility to the University District. The Partnership will have the following components:

A. A Minnesota Vikings Good Neighbor Partnership Fund ("Partnership Fund") will be established and administered through the existing University Good Neighbor Fund. The Partnership Fund will be used to implement tangible and visible projects during the years the Vikings play at the TCF Bank Stadium. The projects selected must be beneficial to the nearby neighborhoods and businesses and allow for participation by the Vikings and their business partners.

B. The Vikings will contribute $90,000 per NFL Season in cash to the Partnership Fund for projects selected under this Section 15 plus $35,000 per season in in-kind contributions for use in conjunction with the selected projects or other initiatives beneficial to the community. The cash contributions shall be made on or before July 1 of each NFL Season. It is the intent of the parties to fund a limited number of substantial projects each

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year from the Vikings’ cash contributions (e.g., 1 to 3 significant projects). The in-kind contributions shall be arranged by the Vikings for the benefit of the projects selected pursuant to this Section 15 and shall be valued at their fair market value. It is the intent of the parties that the selected projects will be implemented during the years that the Vikings play at the TCF Bank Stadium, presently planned for 2014 and 2015. However, any unspent funds remaining in the Partnership Fund at the end of the Use Period shall remain in the Partnership Fund for future allocation consistent with this Section 15. The Vikings’ obligation for in-kind contributions is limited to the years the Vikings play at the TCF Bank Stadium.

C. Projects funded through the Partnership Fund will be selected through a collaborative process by the Stadium Area Advisory Group (SAAG), its Good Neighbor Fund Committee, and the Vikings. The Vikings will have a representative on the Committee and be eligible to submit projects for consideration in the selection process. If a project is selected that is not supported by the Vikings, the Vikings shall have no obligation to provide an in-kind contribution toward that project. Each project selected shall be subject to final approval by University for consistency with applicable University Regents Policy.

D. SAAG and individual neighborhoods and business associations will publicly acknowledge the projects and other contributions of the Vikings through the Good Neighbor Partnership.

E. Projects funded through the Partnership Fund shall be selected in accordance with the following criteria:

(i) Projects must be beneficial to the affected neighborhoods and businesses;

(ii) Projects will allow participation by the Vikings and their business partners;

(iii) Projects will be implemented during the years the Vikings play at the TCF Bank Stadium, and

(iv) Projects must be consistent with applicable University Regents Policy.

16. Additional Obligations of the Parties.

A. Obligations of the Vikings. The Vikings shall, at its expense: (i) provide such governmental permits, licenses, and authorizations as may be required by Applicable Law in connection with the Games (other than permits and licenses that University already holds or is required to hold as part of University’s ownership and/or operation of the Facilities); (ii) except to the extent provided by University and identified in Exhibit D, provide and pay for all personnel required for Games; (iii) transport (or cause to be transported) to and from the Facilities all Vikings’ personnel, property and equipment for Games; (iv) timely pay all taxes and other governmental levies due in connection with Games, contracts, and operations, including applicable sales taxes on services provided by University; and (v) cause all persons (other than persons employed by, or under the control of, University) that participate in, set up, prepare for or otherwise support or conduct the Games to abide by all provisions of this Agreement applicable to them. Any breach of any obligation by a person under the control of the Vikings, the National Football League, or their respective contractors will be deemed a breach by the Vikings, which breach will constitute an Event of Default in accordance with the terms of Section 23.A.

B. Obligations of University. University shall obtain, or cause its contractors to obtain, at the expense of the Vikings, such permits and approvals as may be required by Applicable Law in connection with the design and construction of the Facility Improvement Items and, as applicable, Game Day Items. Any breach of any obligation by a person under the control of University will be deemed a breach by University, which breach will constitute an Event of Default in accordance with the terms of Section 23.B.

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17. Insurance. Throughout the Use Period, the Vikings shall obtain and maintain, at its sole expense, the following minimum insurance coverage:

(i) Commercial General Liability covering bodily injury and property damage with minimum limits of$1,000,000 each occurrence and $2,000,000 general aggregate.

(ii) Automobile Liability insurance covering owned, non-owned and hired vehicles with minimum limits of $1,000,000 each occurrence.

(iii) Workers Compensation insurance as required by Applicable Law and Employers Liability with limits of $1,000,000 each accident/$ 1,000,000 disease - each employee/$ 1,000,000 disease - policy limit.

(iv) Umbrella/Excess Liability with minimum limits of $50,000,000 per occurrence/general aggregate.

(v) Property insurance covering the Vikings’ property while located at the Facility.

The Vikings shall provide a Certificate of Insurance naming Regents of the University of Minnesota as an additional insured for General Liability and Automobile Liability. All coverage shall apply on a primary and non-contributory basis with any other insurance and/or self-insurance carried by University and include a waiver of subrogation in favor of University. Policies shall be written by companies with an A.M. Best rating of A-VII or better and licensed and authorized to do business in the State of Minnesota The policies shall provide that the insurance coverage shall not be canceled or non-renewed before the end of the term of this Agreement without written notice to University.

University insures its liability exposures through its wholly-owned captive insurer, RUMINCO, with limits of $1,000,000 per claim, $3,000,000 per occurrence, and $5,000,000 annual aggregate. University will continue to maintain such coverage throughout the Use Period.

18. Indemnification.

A. Obligations of Vikings. The Vikings shall indemnify University, its Regents, officers, employees, agents and others acting on University’s behalf, hold them harmless, and defend and protect them from and against loss, damage, liability, claim, cost or expense (specifically including reasonable attorneys’ fees and other costs and expenses of investigation and defense), resulting from tort claims brought by third parties arising from bodily injury to any person, or from loss of or damage to any property or property interest which occurs in the TCF Bank Stadium, on the University property surrounding the TCF Bank Stadium, or on the public sidewalks surrounding the TCF Bank Stadium in connection with or arising out of the Games, or from injury, death or damage directly connected with the sale of any product, program, or item sold by the Vikings or its designee in connection with the Games. The Vikings further shall indemnify University, its Regents, officers, employees, agents and others acting on University’s behalf, hold them harmless, and defend and protect them from and against loss, damage, liability, claim, cost or expense (specifically including reasonable attorneys’ fees and other costs and expenses of investigation and defense), resulting from the Vikings’ breach of this Agreement. This obligation does not apply to injuries, losses or damage resulting from willful or grossly negligent acts or omissions of University, its Regents, officers, employees, agents or others acting on University’s behalf or from University’s breach of this Agreement.

B. Obligations of University. Subject to the limits of the Minnesota Tort Claims Act, Minnesota Statutes §3.736, University shall indemnify the Vikings, its members, owners, officers, employees, agents and others acting on the Vikings’ behalf, hold them harmless, and defend and protect them from and against loss,

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damage, liability, claim, cost or expense (specifically including reasonable attorneys’ fees and other costs and expenses of investigation and defense), resulting from tort claims brought by third parties arising from bodily injury to any person, or from loss of or damage to any property or property interest which occurs in the TCF Bank Stadium, on University property surrounding the TCF Bank Stadium, or on the public sidewalks surrounding the TCF Bank Stadium in connection with or arising out of the Games, or from injury, death or damage directly connected with the sale of any product or item sold by University or its designee in connection with the Games. This obligation applies only to injuries, losses or damage resulting from willful or grossly negligent acts or omissions of University, its Regents, officers, employees, agents, or others acting on University’s behalf. For purposes of this Agreement, employees leased to University by ARAMARK shall not be considered employees, agents or others acting on University’s behalf.

19. Legal Compliance; Restrictions on Use.

A. Applicable Laws. The Vikings shall cause the Games and the use of the TCF Bank Stadium during the Use Period to, comply with all applicable laws, statutes, rules, orders, regulations, University policies and other legal requirements and all lawful directions and orders of public officers and officials which impose any obligation with respect to the Games or the TCF Bank Stadium or use or occupancy thereof (collectively, "Applicable Laws"). University shall cause the Game Day Items to be provided in accordance with Applicable Laws in a manner consistent with the standard set forth in Section 5.

B. Fire and Safety. Without limiting the foregoing, the Vikings shall, and shall cause all Game-related activities to, comply with all rules, orders, regulations or requirements of the Minneapolis Fire Department and all other Applicable Law relating to fire or safety, and shall not have or permit in or about the TCF Bank Stadium any gasoline, acetylene or other fuel or combustible or hazardous substance without prior express written approval of University authorized contact person or designee. All work and materials done, furnished or permitted by the Vikings shall be subject to approval by University (and, if University so determines, the Minneapolis Fire Department), and unless so approved may be prevented or removed by University. The Vikings shall cause all decorations and other combustible materials to be flame proofed. If University so requests (or if required by Applicable Law), the Vikings shall deliver to University a flame proofing certificate in the form specified by Applicable Law. No review, approval, or failure to review or approve by University shall discharge or limit the Vikings’ obligations hereunder.

C. University Rules. The Vikings shall cause all Game-related activities to abide by such reasonable rules and regulations as may from time to time be adopted by University for use, occupancy and operation of the TCF Bank Stadium ("Stadium Rules").

D. Refusal to Admit; Removal. University and its employees and agents may refuse admission to the TCF Bank Stadium of (and remove from the TCF Bank Stadium) any person whose behavior violates any Applicable Law, Stadium Rule or right of others or is otherwise objectionable or improper in a material way. Each worker or other person engaged by the Vikings will be subject to the general control of University (but shall not at any time be an agent, servant or employee of University) while in or about the TCF Bank Stadium and may be refused entrance (or removed) by University for violation of any Applicable Law, Stadium Rule or right of others or for objectionable or improper conduct in a material way. University shall have no liability for any such refusal or removal, except to the extent caused by University’s negligence or willful misconduct. University shall confer with a Vikings’ Improvement Representative prior to enforcing such restriction against NFL officials or Vikings’ players.

E. Smoking. Smoking is not permitted anywhere in the TCF Bank Stadium or Arena Space at any time. In addition, smoking is not permitted in the hospitality tents or other locations outside of TCF Bank Stadium where ARAMARK food and/or beverage services are offered in a designated or controlled area. The Vikings shall cooperate with University in enforcing such requirement throughout the TCF Bank Stadium, Arena Space, hospitality tents, and ARAMARK food and/or beverage service locations.

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F. EIS. The Vikings shall, and shall cause all Game-related activities to, comply with the mitigation measures set forth in the final Environmental Impact Statement for the New Vikings Stadium, including, without limitation, mitigation measures relating to traffic, parking, air quality, noise, fan behavior, trash and other impacts related to the Vikings’ temporary use of the Facilities.

20. Use of University’s and Vikings’ Names and Logos. Except as specifically required by this Agreement, neither party shall use the name, logo, or any other marks (including, but not limited to, colors and music) owned by or associated with the other or the NFL, or the name of any representative of the other, or the NFL, without the written permission of the other. The Vikings may use University’s name and the TCF Bank Stadium name and logo, and University may use the Vikings’ name and logo, for the limited purpose of identifying the location of the Games in advertising or other notices for the Games, which uses shall be without charge. University hereby authorizes the Vikings to utilize the name and image of the TCF Bank Stadium in connection with advertising and promotional activities related to the license granted under this Agreement in accordance with all of its terms and conditions, including without limitation Section 10(G), and represents and warrants that University has the right to grant such authorization.

21. End of Season Closure; Game Day Period Expiration.

A. End of Season Closure. The Vikings shall pay the incremental costs for closure and winterization, over and above the standard cost of closure and winterization of TCF Bank Stadium ("Closure Costs") as a Game Day Expense for any NFL Season during which the Vikings play in the Facilities. Items included in the standard Closure Costs are listed on attached Exhibit F.

B. Game Day Period Expiration. The Vikings shall, at the expiration of each Game Day Period, cease use of the Facilities and remove all of its property and equipment (including signage and decorations) and the property and equipment of its employees, agents, contractors and consultants therefrom, except for such property and equipment that is stored in the Storage Space, which must be removed at the expiration or earlier termination of the Storage Space Agreement. The Vikings shall reimburse University for any and all reasonable costs University incurs to repair any damage (excluding normal wear and tear) to the Facilities or other University property or equipment arising out of or connected with a Game or other Vikings’ use of the Facilities, unless such damage is caused solely by University, its officers, employees, agents, or representatives. Property identified on Exhibit C as being owned by University at the end of the Use Period must remain with University.

22. Security Deposit. On or before July 1 of each NFL Season of the Use Period, the Vikings shall deposit with University the sum of $250,000 as security for the faithful performance by the Vikings of every term and condition of this Agreement. If any of the fees herein or any other sum payable by the Vikings to University shall be overdue or unpaid, or if University makes any payment on behalf of the Vikings, or if there shall be a breach or default by the Vikings in respect to any term or condition of this Use Agreement, University may use part or all of the security to perform the same for the account of the Vikings or as payment for any damages or deficiency due to University under this Agreement. Any portion of the security deposit not so applied shall be repaid, without interest, to the Vikings within thirty (30) days of the end of the then-current NFL Season or, if later, fifteen (15) days after (i) the Vikings have paid all amounts owed under this Agreement for such NFL Season, (ii) the Vikings have cured any default under this Agreement, and (iii) any dispute has been resolved pursuant to dispute resolution process described in Section 24. If University uses any portion of the security deposit, the Vikings shall make an additional deposit to restore the original balance within ten (10) days of demand.

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23. Default; Remedies.

A. Vikings Event of Default. Any of the following events will constitute an "Event of Default" by the Vikings:

(i) if the Vikings fail to pay any fees or other payments due under this Agreement when those payments are due, which fees or payments have not been disputed by the Vikings pursuant to Section 3.D. herein, and such failure continues after receipt of written notice from University for a period of 20 days;

(ii) if the Vikings fail to comply with any other provisions of this Agreement (excepting the provisions resulting in a Health and Safety Default, which are addressed below), and such failure continues after receipt of written notice from University for a period of 30 days; or

(iii) if the Vikings make an assignment for the benefit of creditors, or initiate voluntary proceedings under any bankruptcy or insolvency law or law for the relief of debtors, or if there are any such proceedings initiated against the Vikings which are not dismissed within 60 days.

Upon an Event of Default by the Vikings, University shall be entitled to prevent the Vikings from accessing or using the Facilities and/or require the Vikings to vacate the Facilities and to exercise all legal or equitable remedies available to University, including, without limitation, termination of this Agreement. In addition, if the Vikings fail to comply with any provision of this Agreement, which failure results, in University’s sole and reasonable discretion, in a situation that threatens human health or safety or endangers property ("Health and Safety Default"), if the Vikings do not immediately commence to cure such failure after notice (which may be given orally, by telephone or otherwise), University is entitled to take action to cure such failure or otherwise ensure the safety of persons and property and charge the Vikings for costs of the same, in addition to the foregoing remedies for an Event of Default. The Vikings shall pay to University all of University’s damages, costs and fees, including reasonable attorneys’ fees, arising out of the Vikings’ failure to comply with the terms and conditions of this Agreement.

B. University Event of Default. The following will constitute an "Event of Default" by University: if University fails to comply with any provision of this Agreement, and such failure continues after 30 days written notice by the Vikings. Upon an Event of Default by University, the Vikings shall be entitled to exercise all legal or equitable remedies available to the Vikings, including, without limitation, termination of this Agreement.

24. Dispute Resolution Process. If a dispute arises out of or in connection with this Agreement:

(i) the disputing party shall provide written notice to the other party, setting out the matters giving rise to the dispute and the relief sought ("Dispute Notice");

(ii) within 20 calendar days of receiving the Dispute Notice, the recipient shall provide a written reply to the disputing party, setting out the recipient’s response to the matters set out in the Dispute Notice and any additional matters the recipient considers relevant ("Reply");

(iii) the parties shall, in good faith, seek to resolve the dispute within 30 days after the date on which the disputing party received the Reply, including by involving senior management and in-house counsel of both parties;

(iv) if the dispute is not resolved within the 30-day period noted above, the parties agree to non-binding mediation conducted by a mediator mutually agreeable to the parties. The parties will equally share the cost of the mediation service, but each party shall bear its own costs, including, but not limited to, attorneys’ fees, in conjunction with the mediation proceeding.

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The provisions of this Section 24 shall not affect a party’s rights to initiate court proceedings if the dispute is not resolved, provided that the dispute resolution process in this section has been exhausted. In addition, the provisions of this Section 24 shall not affect a party’s rights to serve a notice of default to the other party under Section 23; provided, however, if the party to whom the default notice is served disputes such default in good faith and provides a Dispute Notice to other party, the cure period under Section 23 shall be tolled until the dispute resolution process under this section has been exhausted.

25. License Only; Relationship of the Parties. The Vikings acknowledge that this Agreement represents a grant of a revocable license only, and not an easement or lease. Nothing in this Agreement shall be construed as creating any joint venture, partnership or agency relationship between the parties for any purpose whatsoever or as constituting either party as the legal representative, guarantor, surety or agent of the other. The parties are independent contractors of each other. Neither party shall have the right or authority to assume, create or incur any liability or obligation of any kind, express or implied, against or in the name of or on behalf of the other.

26. Limitation of Liability. IN NO EVENT SHALL UNIVERSITY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR LIKE EXPECTANCY DAMAGES ARISING OUT OF THIS AGREEMENT, PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO UNIVERSITY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18.B., IN WHICH CASE THE LIMITS OF THE MINNESOTA TORT CLAIMS ACT SHALL APPLY. UNIVERSITY’S TOTAL LIABILITY FOR BREACH OF THIS AGREEMENT IS THE TOTAL OF THE FEES PAYABLE BY THE VIKINGS (EXCLUDING THE REIMBURSEABLE EXPENSES) AS SET FORTH IN SECTION 3 OF THIS AGREEMENT, PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO BREACHES OF UNIVERSITY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18.B., IN WHICH CASE THE LIMITS OF THE MINNESOTA TORT CLAIMS ACT SHALL APPLY.

27. Personal Property. Except to the extent caused by the willful misconduct or gross negligence of University, University is not responsible for loss of or damage to any personal property of the Vikings, its guests, agents, employees or invitees, brought into the Facilities or onto University property in connection with the Games. Except for personal property stored in the Storage Space, University has the right to remove, place in storage or dispose of any such personal property left in the Facilities or elsewhere on University property following the Games at the Vikings’ sole expense, provided that University shall advise the Vikings in writing of any such expenses to be incurred to allow the Vikings to avoid such expense and take charge of such personal property. The Vikings’ obligation to remove personal property at the end of each Game Day Period is set forth in Section 21.13.

28. Copyright Representation and Release. The Vikings represent that copies of presentation materials it provides to University for copying and/or distribution to attendees, as well as all materials that the Vikings present using University multimedia equipment at the Games, will be legal copies and that the Vikings have the right to make this use of the materials either because the Vikings (a) own the copyright; (b) have written permission of the copyright owner(s) for this use; (c) reasonably believes such use to be fair use pursuant to 17 United State Code § 107, Limitations on exclusive rights: Fair use, or (d) reasonably believe the material to be in the public domain. The Vikings further represent that copyright notices have not been altered and that required attributions are made. The Vikings release and shall defend, indemnify and hold harmless University, its Regents, officers, employees and agents from claims of copyright infringement related to Vikings’ presentation materials.

29. Alterations; Liens. Except for Facility Improvement Items approved and completed by University, the Vikings shall not make or permit any improvements or alterations to the Facilities. The Vikings shall not

21

permit to accrue, and shall defend and indemnify University against and hold University harmless from, any liens for labor or materials provided to the Vikings, or claimed to have been so provided.

30. Force Majeure Event. If the TCF Bank Stadium becomes unavailable for a Game, or a Game is otherwise unable to proceed, because of an act of God, act of nature, national emergency, war, terrorism or threat thereof, civil disorder, labor dispute, failure of public utilities, fire, weather-related damage, casualty, mechanical failure, order of government authorities, or other cause beyond the reasonable control of the parties (a "Force Majeure Event"), then (a) the Vikings shall pay to University the Game Day Expenses incurred by University (or for which University then is and will unavoidably remain committed) up to that time, together with any additional Game Day Expenses incurred by University to vacate the Facilities and clean and restore the same pursuant to its customary operations; and (b) a proportional and equitable share of the Reserved Parking Fee and Game Fee, if a Game has commenced (no Reserved Parking Fee or Game Day Fee or any portion thereof will be due if a Game has not commenced), and the parties shall otherwise be excused from performance under this Agreement with respect to said Game(s). For avoidance of doubt, the Vikings shall remain liable to pay all Facility Improvement Expenses.

31. Notices. All notices, approvals, requests, consents and other communications required or elected to be given hereunder must be in writing and shall be delivered personally, or by facsimile or electronic mail (provided such delivery is confirmed), or by a recognized overnight courier service or by United States mail, first-class, certified or registered, postage prepaid, return receipt requested, to the other party at its address set forth below or to such other address as such party may designate by notice given pursuant to this section.

University of Minnesota do Department of Intercollegiate Athletics Attn: Scott Ellison, Associate Athletics Director TCF Bank Stadium 420 23rd Avenue SE Minneapolis, MN 55455 Facsimile No.: (612) 624-5677 Email: e1lis004@umn.edu

With a copy to: University of Minnesota do Real Estate Office Attn: Leasing Manager 424 Donhowe Building 31915th Avenue SE Minneapolis, MN 55455-0199 Facsimile No.: (612) 624-6345 Email: reo@umn.edu

With a copy to: University of Minnesota Attn: Pamela Wheelock, Vice President of University Services Room 317 Morrill Hall 100 Church Street SE Minneapolis, MN 55455 Facsimile No.: (612) 626-2278 Email: wheelock@umn.edu

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With a copy of University of Minnesota default notices to: Office of the General Counsel Attn: Transactional Law Services Group 360 McNamara Alumni Center 200 Oak Street SE Minneapolis, MN 55455-2006 Facsimile No.: (612) 626-9624 Email: contracts@mail.ogc.umn.edu

If to Vikings: Minnesota Vikings Football, LLC Attn: Kevin Warren, Esq. Vice President of Legal Affairs & Chief Administrative Officer 9520 Viking Drive Eden Prairie, MN 55344 Facsimile No. (952) 828-6514 Email: warrenk@vikings.nfl.net

With a copy to: Minnesota Vikings Football, LLC Attn: Steven D. Poppen Vice President of Finance & Chief Financial Officer 9520 Vikings Drive Eden Prairie, MN 55344 Facsimile No: (952) 828-6514 Email: poppens@vikings.nfl.net

With a copy to: Minnesota Vikings Football, LLC Attn: Steve LaCroix Vice President of Sales & Marketing/Chief Marketing Officer 9520 Vikings Drive Eden Prairie, MN 55344 Facsimile No. (952)-828-6514 Email: Lacroixs@vikings.nfl.net

With a copy to: Briggs and Morgan, P.A. Attn: Michael J. Grimes and Brian D. Wenger 2200 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Facsimile No. (612) 977-8650 Email: mgrimesbrigs .com; bwenger@briggs.com

32, Amendments; No Assignment. This Agreement may be amended only in a writing executed by all the parties to this Agreement. University shall not assign its rights under this Agreement without the prior written consent of the Vikings. The Vikings shall not assign or transfer its rights under this Agreement without the prior written consent of University. Provided no Event of Default has occurred, University agrees not to withhold its consent to the assignment of (i) any of the obligations of the Vikings under this Agreement to a related entity of the Vikings, or a third party with common beneficial or equity ownership with the Vikings (including trusts or other entities established for the benefit of one or more members of the Vikings’ ownership or one or more family members of the Vikings’ ownership) and/or (ii) the right of the Vikings to receive revenues under this Agreement to a related entity of the Vikings or a third party with common beneficial or equity ownership with the Vikings (including trusts or other entities established for the benefit of

23

one or more members of the Vikings’ ownership or one or more family members of the Vikings’ ownership); provided, however, that (i) the assignment to the assignee shall not violate, or create any potential violation of Applicable Laws; (ii) the assignee shall provide such information about the assignee’s financial and reputational status as may be requested by University to assure University that the assignee can satisfy the obligations of the Vikings under this Agreement; and (iii) the assignee shall assume in writing the obligations of the Vikings under this Agreement. Notwithstanding any assignment, the Vikings shall remain fully liable for the performance of all obligations under this Agreement and shall not be released from its obligations under this Agreement. Consent by University to any assignment shall not waive the necessity for consent to any subsequent assignment. If any of the obligations of the Vikings is assigned, University may collect payment from the assignee and apply the same to the payments owed by the Vikings under this Agreement, but no such assignment and collection of payments shall be deemed a waiver of this section or the acceptance of the assignee, or a release of the Vikings from the performance of any covenants on the part of the Vikings contained in this Agreement.

33. Non-Waiver. No waiver by any party of a default or non-performance by the other party shall be deemed a waiver of any subsequent default or non-performance.

34. Governing Law; Forum. The laws of the state of Minnesota govern the validity, construction and enforceability of this Agreement. Suits, actions, claims and causes of action relating to the construction, validity, performance and enforcement of this Agreement may be brought only in the state courts of Minnesota.

35. Entire Agreement. This Agreement (including all exhibits) is intended by the parties as the final and binding expression of their agreement and as the complete and exclusive statement of its terms. The Recitals hereto are incorporated by reference herein as essential terms of this Agreement. This Agreement supersedes all prior negotiations, representations and agreements between the parties, whether oral or written, relating to the subject matter of this Agreement.

36. NFL Obligations of Vikings. University is aware that the Vikings are required to comply with the following:

(i) the NFL Constitution;

(ii) the NFL Bylaws;

(iii) the other rules, regulations and policies of the NFL and the resolutions of its Board of Governors;

(iv) collective bargaining agreement to which the NFL or any member club is a party;

(v) consent decrees and settlement agreements entered into between or among the NFL and its member clubs (or the NFL, NFL member clubs and/or other persons) in furtherance of NFL business or interests or as otherwise authorized directly or indirectly by the NFL Board of Governors, the NFL Commissioner, or the NFL Constitution;

(vi) national network agreements between the NFL and third parties; and

(vii) national corporate marketing, licensing, sponsorship or similar agreements between the NFL (or NFL affiliates) and third parties, all as the same may now exist or hereafter be amended or enacted or as they may be interpreted by the Commissioner of the NFL.

The foregoing, however, shall not limit or modify the terms and provision of this Agreement or the Vikings’ obligations hereunder.

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37. Representations and Warranties. Each party represents and warrants to the other that it has the right and is duly authorized to enter into this Agreement.

38. Miscellaneous Provisions.

A. Counterparts and Delivery of Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, and all of which together will constitute one single agreement. The executed counterparts of this Agreement may be delivered by electronic means, such as email and/or facsimile, and the receiving party may rely on the receipt of such executed counterpart as if the original had been received.

B. Headings. The headings of sections and paragraphs in this Agreement are for convenience only and do not affect the construction or interpretation of the Agreement. Each reference herein to "include" or "including" or "includes" shall be deemed to be followed by the words "without limitation".

C. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will not be affected thereby but will continue to be valid and enforceable to the fullest extent permitted by law.

D. Survival. After expiration or termination of this Agreement, all provisions relating to payment of amounts previously accrued will survive until completion of required payments. In addition to those provisions which specifically provide for survival beyond expiration or termination, all provisions, if any, regarding ownership, indemnification, warranty, liability and limits thereon or which by implication were intended to continue, will survive until fulfilled.

E. Vikings Assets. The University shall look only to the limited liability assets of the Vikings and not to the assets of any partner or other person, including without limitation the Vikings general partner and Vikings owner for the satisfaction of any obligation or debt under this Agreement.

F. Vikings’ Responsibility for Costs. The costs and expenses to the Vikings for the use of the TCF Bank Stadium shall be chargeable to the New Vikings Stadium project costs and expenses to the extent provided in that certain Preliminary Development Agreement by and between Minnesota Sports Facility Authority ("Authority") and the Vikings dated as of December 7, 2012, and pursuant to any other agreement between the Vikings and the Authority. Notwithstanding anything to the contrary in this Agreement, the Vikings shall be fully responsible for timely payment of all fees, costs, expenses, charges and payments set forth in this Agreement (collectively, "Costs"), regardless of whether the Costs are chargeable to the New Vikings Stadium project costs and expenses or are authorized under the New Vikings Stadium project budget.

39. Exhibits. The terms and conditions of Exhibits A, A-i, , , A-4, B, Q, D, E, f and G attached to this Agreement are made a part of this Agreement as if fully set forth in this Agreement. The Agreement and attached Exhibits are intended to be read together as a whole. In the event of a conflict between their terms, they shall be interpreted to give maximum effect to each. All capitalized terms in any Exhibit(s) that are not specifically defined in such Exhibit(s) shall have the meanings given them in this Agreement.

40. Best Efforts. Whenever the term "best efforts" is used in this Agreement, the effort required shall not be deemed an absolute covenant of the party charged with the obligation. The term "best efforts," however, shall require not less than that application of the party’s skill, training, and experience, and dedication of the party’s resources and assets the party applies and dedicates to achieve the most important goals and mission of the party.

41. Agreement Representatives. Each party shall designate and maintain an Agreement Representative for the duration of the Use Period. The Agreement Representatives will serve as the initial contacts for questions and

25

concerns relating to the Agreement and will facilitate communication between the parties. Pamela Wheelock, whose contact information is listed in Section 31, is designated as University’s Agreement Representative, and Kevin Warren, whose contact information is listed in Section 31, is designated as the Vikings’ Agreement Representative. Each party may replace its Agreement Representative at its discretion, provided that it provides the other with prompt notice of any such replacement.

42. Termination. The Vikings and the Minnesota Sports Facilities Authority ("Authority") entered into a preliminary development agreement as of December 7, 2012 (the "Preliminary Development Agreement"), which agreement, as amended, addresses the relationship between the Authority and the Vikings regarding the design and pre-construction matters for the proposed New Vikings Stadium. The Vikings, or an affiliate, and the Authority contemplate entering into a development agreement related to the development and construction of the New Vikings Stadium (the "Development Agreement"). If, prior to any Games played by the Vikings in the TCF Bank Stadium, (i) the Preliminary Development Agreement is terminated without a Development Agreement being executed or (ii) the Development Agreement is subsequently terminated, then this Agreement shall also terminate upon receipt by University of notice of termination by the Vikings (the "Termination Date"). On the Termination Date, the rights and obligations of the parties under this Agreement shall cease, subject to the provisions of Section 38.D. and the Vikings’ and University’s obligations under this Section 42. Within 30 days following the Termination Date, the Vikings shall pay to University all Costs incurred in accordance with this Agreement prior to the Termination Date (or for which University then is and will unavoidably remain committed). University shall return to the Vikings all deposits and other funds it received from the Vikings that University (i) has not expended or unavoidably committed itself to expend, or (ii) are not otherwise owed to University pursuant to the terms of this Agreement. Any dispute between the Vikings and University regarding amounts owed under this Section 42 shall be resolved pursuant to the dispute resolution process in Section 24.

43. Acceptance. The submission of this Agreement to the Vikings represents a reservation of the Facilities for the Use Period and an offer by University for the Vikings’ use of the Facilities. This offer may be accepted by the Vikings by returning a copy of this Agreement signed on behalf of the Vikings, together with the Pre-Design Funds deposit required by Section 4.B. This offer and the reservation of the Facilities expire if University has not received the signed Agreement and the Pre-Design Funds by 5 p.m. Central Standard Time on April 26, 2013, whereupon neither University nor the Vikings will have any further obligations to the other with respect to the use of the Facilities described herein.

[Signatures on following page I

26

Accepted and agreed:

Minnesota Vikings Football, LLC Regents of the University of Minnesota

By: H7’ By:

Its: u)(\(’ 4- F(i-rt Its:

Date: 4 -1 - k -.1 Date:

27

EXHIBIT A

STADIUM FACILITIES LICENSED TO THE VIKINGS

TCF Bank Stadium Site

Area bounded by University Avenue, Oak Street SE, 6th Street SE and 23rd Avenue SE, exclusive of the 2221 Building.

TCF Bank Stadium

000 Level � Service concourse � Elevators (co-use by Vikings and Stadium operations/ARAMARK staff) � Premium Entrance � Ticket Office � Hall of Fame � M-Club (except bar area; finishing kitchen/storage space) � Home Team Complex, including training rooms, locker rooms, equipment room,

training table room (Vikings’use for food-related events only), interview room, coaches suite, recruiting room

� Media pass gate located inside of Dodge County entrance � Loading dock � Marshaling Area, including officials’ locker rooms, x-ray exam room, ramps and

access points from the exterior of the building to marshaling as well as from the field to marshaling Excludes computer/check-in area designated as exclusive use by ARAMARK.)

� Band Complex, excluding instrument storage, equipment storage, instrument repair, library, archives room, and office area. Includes use of large rehearsal hall and smaller ensemble rehearsal rooms as agreed upon between the VIKINGS and UNIVERSITY

� Visiting Team Complex including training rooms, locker rooms, equipment room, interview room

� Auxiliary Locker Room Complex � North Storage Space and Marshalling Storage Space ("Storage Space"),

addressed under separate agreement.

100 Level � Main Concourse (except space utilized by Gopher Game Day portable

concessionaires) � Restrooms � Guest Services Rooms � First Aid Rooms

200 Level � Excluded from agreement

300 Level � All except areas designated as exclusive use by ARAMARK

400 Level � All, excluding unfinished spaces (subject to rights of Premium Seat Holders and

areas designated as exclusive use by ARAMARK)

500 Level � All (subject to rights of Premium Seat Holders). Excludes areas designated as

exclusive use by ARAMARK.

600 Level � All, except for suites reserved for University use � The following suites are reserved for University use: � Athletic Director Suite � Athletic Development Suite � Excludes areas designated as exclusive use by ARAMARK � Includes shared use of the Command Center and the Videoboard Control Room

Bowl � All upper and lower

Mariucci Arena � Club Room, depending on availability

Williams Arena � Club Room, depending on availability

Reserved Parking � As negotiated between the parties

South Lawn Area � Area for tents with location and sizes TBD

LEVEL 000

SERVICE LEVEL STORAGE SPACE 1

ST CE

4a 0304t 0T 1

c

LI. Jm_S1’

020 MARSHALLING

-4 03S 0 STORAGE

SPACE

- 338 ___ WtPl000 001 [10808) 03’A 318\ 0000 U, Entry Gate (PenrromEntry) 002 0176 0368 0320 032 HomeTe00 Hall of Fame 003

iOCo,e 004 �’$\ i:L:::JL � M.Cho5000re 005

Stadium TickerOff, ce 006 H 7 Locker R 0 Rom 0070 0078 / MEP

Home Team Locker Room - Hydro Room 008 8 1 1 - C Oommg Room 009

� Rocroilino Rom 010 I VertocolCrrco(olron

Gopher Locker Room 011 Home Team LockerRoom -Indioidoollool,ero)170) 017 - - VIKINGS - � HomeMediolniev, Room 013

-o - Oporolrono/Slorogelsopporl

Nome 000

leomLookerRoom-Cooclre,LookerRoom 014 - 022 023 NeodC0ocheLookorRoom 015 001 ______ RelOVfllke0n9/GoeolSo,or000

P-1 Rom 016 Kitchen T.orrringToble 018

Exam R0 000rm

010 024 020 f( 00 0

018 ol Locker Roo (2) 071A 0718 / Food

Morcho))rflg Area 022 � I / Enrry Sole ond Entry Pioco 023

(2)

’’ firy

08 76 Room

v snors Locker Rom

- / . 0

00 1 000iorlin .offl000

9 learn Locker Room Coaches 100te Room 029 1(>

V

Violtlrrg Team lock00 Room -Troorog Room )2) 031A 0316 RIB Vrtrr,ngTeom locker Room - loom Room (2) 0374 0028

vrriling Team Locker 900rn- Equipment Roor,r/2) 0336 08-30 Ql7" ’ 0100

VoiriflgTeOnrLOckel000m-)oditrdool Lockers (800) coo / 011 811 - \l0

Aoorkory locker Room 035 01 Futore Doo&opment

Aoohory Locker Room (2) 0360 0068 ,i,.L_ I, 014 Aooillory Locker Room - CoCheo Locker Roorn)2) 0374 0376 060 - - r- 000(507 Locker Room - (ndivrdool Lock000 )App ,00.R0) 038 l) ,

3 3 (I Uoxc0001ndJUfl000blr

010

LEVEL 100

MAIN CONCOURSE

VIKINGS GUEST SERVICES 7 �::: /

- - - - - - � WESTERN

PLAZA FOR

Mn Ro3102 103 104 1 TEMPORARY a -Band

EACHERS = 1 ---

103 odSeve

I EST - -- - -: VIKINGS GUEST SERVICES J -

-: -

UnexrJUn,b

- C 33

LEVEL 300

CLUB LEVEL

Home Team

Restrooms

MEP

Verrtcal Circulation

RpraittTicketlng/Gue$t SeruiCes

Band

loud bucolIc

-- - Lockers lauu,vroirin; officials)

Open to Below

� -_ Premium Area

PrensjMedra

Future Oeuelnpmenr

Urrexcauured/Unusable

Stadium Club 301

LEVEL 400

LOGE LEVEL

Logo Lecl 401 LogeLOoelLorcnge 402 403

JNFINISHED LOGE SPACE NOT

’AILABLE ON GAME DAY IN CURRENT LEV. F FINISH

AINNESOTA

AL �4 . ."."’

I) w Uriloal

�

SUBJECT TO RIGHTS OF PREMIUM SEAT MOWERS

Home Tom

Restrooms

MEP

Vertical Circulation

OpesarmonslStorage/Support

U Retaillticketingfoueet

Band

1� Food Service

Lockers laun. visiting, officials)

Open so Below

Premium Area

Peevs/Mndru

Future Development

Unenvauarvd/Unusab)e

LEVEL 500

SUITE LEVEL

Svrte Level 501 Head C her Office and SoOn 502 Suite Leon! Lounge l4) 503 504 505 506

MINNESOTA

"I

Home Team

a Restrooms

MEP

Vertical OrCuIatron

Operations/Storage/Support

a Retail/TiokerirvgfDuevr Services

Band

Food Service

-- Lockers lace, visitIng. officials!

Open IV Below

Premrurn Area

L_i Future Development

LEVEL 600 PRESS LEVEL

MINNESOTA HomeTeam

:;

a Vertical Circulation

U) Opnratcons/SrorugeiSupport

Retamlftioketing/Guett Serorts

96 z z [8u0d

z ca Food Serroce

Locker, Duo. nIslriO pificialsl

- Open to Below

S 1256 IN ABLABOAS ’THOSE DESIGNATE

LUS"I USE BY

.IC DFPARTME

,

1IKIN6S USE

PLANASROOH 0.6210

603 _L.ai JE1J1 604 06 00 61 12 6V451 lB

69 607 600 611 b13 615 017

[ADUSiiiEENTHE \

SHARED USE BETWEEN THE

VIKINGS AND UNIVERSITY- VIKINGS AND UNIVERSITY

COMMAND CENTER VIDEOBOARD CONTROL.

Pr et Level 601

President’s Suite 602 Athletics Development Suite 003 Athletic Directors Suite 604 indoor Club Roo Home Audio Booth

685

606 Home Couches booth 607 Team Cumera Booth 608 TeioourOn Booth 603 Visiting Couches Booth 610

Visiting RAdiO Booth 611 StvtBnoth 612 PA. Bootir iVldeo i Scombourd Booth 613 Replay Booth 614 Ofhoiuis Booth 615 Secorlty Command Booth 616 Game Management Booth 617

Aoomliaryoudmo Booth l2l 618 610 Visiting AD. Booth 620

Exhibit A-2 Exclusive ARAMARK Space in TCF Bank Stadium

Floor Room # Map Room # Function Notes

Ground G180 005 M Club Bar area only

Ground G160 No number Finishing kitchen Coffee prep area

Ground G155D NW corner of 101

Storage Recruiting room

Ground G136 018 Training table For Vikings’ use for food events only

Ground G130D No number Dish room

Ground G130C No number Storeroom

Ground G130B No number Office

Ground G 130 No number Office

Ground G130 017 Kitchen and coolers/freezers

Ground G128 No number Cashier marshalling area

Ground G127 No number Cash room

Ground G081 No number Computer station Small area immediately west of G081

Ground Unnumbered No number Alcohol storage Section due east of G075

Ground G075A No number Storage

Ground G023 No number Storage

Ground G006 No number Storage

First 165 No number Concession

First 164 No number Storage

First 162 No number Concession

First 161 No number Concession

First 159 No number Concession

First 155 No number Concession

First 154 No number Concession

First 153 No number Storage

First 152 No number Concession

First 148 No number Concession

First 146 No number Concession

First 145 No number Storage

First 142 No number Concession

First 140 No number Vending Commissary

First 134 No number Uniform room

First 133 No number Concession

First 129 No number Concession

First 127 No number Concession

First 124 No number Concession

First 122 No number Concession

First 118 No number Concession

First 116 No number Concession

First 113 No number Concession

First 111 No number Concession

Exhibit A-2 Exclusive ARAMARK Space in TCF Bank Stadium

First 109 No number Vending Commissary

First Unnumbered No number Concourse Multiple locations for

portable stands

Third 320E No number DQ Club kitchen

/serving bar

Third 320F No number DQ Club

kitchen/serving bar

Third Unnumbered 301 DQ Club room Multiple locations for

portable stands

Third 307 No number Grease cleanout

Third 305 No number Pantry

Fourth 424 No number Storage

Fourth 422 Northwest

corner

Corner of 402 Loge Cashier station

Fourth Unnumbered Corner of 403

east loge area

Loge Cashier station

Fourth 409 No number Pantry

Fourth Unnumbered No number Upper deck Multiple locations for

portable stands

Fifth 540L 505-506 Storage

Fifth 540K 505-506 Storage

Fifth 540J 505-506 Pantry

Fifth 540E 505-506 Storage

Sixth 670B 602 Pres Dining Room

Cubby

Sixth 670 602 Pres Bar area

Sixth 640 605 Bar area Indoor Club Room

Sixth 640A Across from

606/607

Pantry

Sixth 6301 Across from

609/610

Beer Storage

Sixth 630S No number Beer Storage

Sixth 610F No number Press Pantry

Exhibit A-3 Tent Location Space

r /

TTI \\\

\

\\ \-

I I �i1

_ \\j

/ - J’

--II � II:

uuuuiuuiu,,iui.ig TCF Bank Stadium

University of Minnesota L J’L, Twin Cities Campus

ca

i’ TTI- r

WTE§

� - - -

lok go Al.

_\ s �

go

TRIBAL NATIONS PLAZA ENHANCEMENTS I I

LANDSCAPE ADDITIONS 44 2 /2cal River birches r .

(.2 Candertbd. Q..... . I 9602OO

LEGEND: 917. 6 - at 225 #2 b cant. sivu

4.400sqftmeadowgrass 3.100 sq ft crushed brick reconfigure bia-swale plant material . . ’�- - ____________

LANDSCAPE DELETIONS 14 "Cal Acolade Elm

a _c- 70 #2conisb - - -�- -: 741#tcant MisCanlhrjS c o I \\

004 4 cant Block eyed Susan I

LANDSCAPE PLAN

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

August 2014

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2

3 4 5 6 7 8 9

10 11 12 13 14 15 16

17 18 19 20 21 22 23 State Fair Begins State Fair State Fair

24 25 26 27 28 29 30

TBD-Gopher FB

State Fair State Fair State Fair State Fair State Fair State Fair State Fair Res Hall Early Move In Ran Hall Early Move In Welcome Week Welcome Week Welcome Week Welcome Week

2/15/2012 1:23 PM SE EMS Professional

Page 1 of

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

August 2014

Sunday Monday Tuesday Wednesday

Thursday Friday Saturday

31

State Fair

Welcome Week

Mi

Exhibit B University Events

University of Minnesota, Athletics

September 2014

Sunday Monday Tuesday Wednesday Thursday

1 2 3 4

State Fair Ends First Day of Classes

Welcome Week

Labor Day

Friday

5

Event Calendar

Saturday

6

7 a 9 10 11

14 15 16 17 18

21 22 23 24 25

12 13 TED - Gopher Football vs. North Carolina

19 20 TED - Gopher Football vs. San Jose State

26 27

28 29 30

2/1512012 1:24 PM SE EMS Professional

Page 1 of

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

October 2014 Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2 3 4

5 6 7 8 9 10 11

TED - Gopher Football no. Northwestern

Homecoming 100 Anniversary

12 13 14 15 16 17 18 TBD - Gopher Football vs. Michigan

19 20 21 22 23 24 25

26 27 28 29 30 31

2/1512012 1:24 PM SE EMS Professional Page 1 of

Exhibit B University Events

University of Minnesota, Athletics

Event Calendar

November 2014

Sunday Monday Tuesday Wednesday Thursday Friday

Saturday

2 3 4 5 6 7 8

TED - Gopher Football vs. Indiana

9 10 11 12 13 14 15 Hold for MBB,WBB

16 17 18 19 20 21 22

Hold for MBBM/BB

23 24 25 26 27 28 29

TBD - Gopher Football

Thanksgiving and Floating vs. Michigan

30 Holiday

211512012 1:24 PM SE EMS Professional Page 1 of

IM

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

December 2014

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2 3 4 5 6

7 8 9 10 11 12 13 Last Day of Classes Study Day Finals Finals

Hold for MBBIWBB

14 15 Finals

(Study Day

21 22 Hold for MBBPJBB

16 17 18 19 20 Finals Finals Finals

23 24 25 28 27

28

29

30 31

2f512012 1:24 PM SE

EMS Professional Page I of

LIM

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

August 2015

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

2 3 4 5 6 7 8

9 15 11 12 13 14 15

16 17 18 19 20 21 22

23 24 25 26 27 28 29

State Fair Begins State Fair State Fair

30 31

State Fair State Fair Res Hall Early Move In

2/15/2012125 Plo! S EMS Professional Page 1 of 1

Im

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

September 2015

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2 3 4 5

State Fair State Fair State Fair State Fair State Fair Res Hall Early Move In Welcome Week Welcome Week Welcome Week Welcome Week

ITBD-Gopher FB

5 7 8 9 10 11 12

State Fair State Fair Ends First Day of Classes Welcome Week Welcome Week

Labor Day

13 14 15 19 17 18 19

TED- 2015 Gopher Football Game

20 21 22 23 24 25 26

TED- Gopher Football vs. Ohio

27 28 29 30

2/1512012 125 PM SE EMS Professional Page 1 of 1

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

October 2015

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2 3

4 5 6 7 8 9 10

11 12 13 14 15 16 17

18 19 20 21 22 23 24

25 26 27 28 29 30 31

211512012 1:25 PM SE EMS Professional Page 1 of

Ilm

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

November 2015

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2 3 4 5 6 7

8 9 10 11 12 13 14

Held for MSB/WBB

15 16 17 18 19 20 21

Hold for MBB/WBB

22 33 24 25 26 27 28

Thanksgiving and Floating Holiday

29 30

2/15/2012 1:25 PM SE

EMS Professional

Page 1 of I

B-1O

Exhibit B University Events

Event Calendar

Saturday

5

12

University of Minnesota, Athletics

December 2015

Sunday Monday Tuesday Wednesday Thursday Friday

1 2 3 4

6 1 8 9 10 11 Hold for MBB)WBB

13 14 15 16 17 18 19

Hold for MBBfBB-depends on finals week

Last Day of Finals Finals Finals] classes

20 21 22 23 24 25 26

IStudy Day 101 Finals Finals Last day of finals/semesterl

27 28 29 30 31

2/15/2012 1:25 PM SE EMS Professional

Page 1 of 1

B-Il

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

August 2016

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2 3 4 5 6

7 8 9 10 11 12 13

14 15 16 17 18 19 20

21 22 23 24 25 26 27 State Fair Begins State Fair State Fair

28 29 30 31 State Fair State Fair State Fair State Fair

Res Hall Early move in IWelcome Week I

2/15/2012 1:26 PM SE EMS Professional

B-12

Page 1 of I

Exhibit B University Events

University of Minnesota, Athletics

Event Calendar

September 2016

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2 3

State Fair State Fair Welcome Week-Tentative Welcome Week-Tentative

IT-GoPhe FB Welcomw(-Tentative

4 5 6 7 8 9 10

State Fair State Fair Ends TBD Gopher Football Welcome Week-Tentative Labor Day First Day of Classes vs. Indiana State

Tentative

11 12 13 14 15 16 17

18 19 20 21 22 23 24

TED Gopher Football vs. Colorado State

25 26 27 28 29 30

2115/20121:26 PM SE EMS Professional Page 1 of I

B-13

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

October 2016

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

2 3 4 5 6 7 8

9 10 12 13 14 15

16 17 10 19 20 21 22

23 24 20 26 27 28 29

30 31

B-14

Exhibit B University Events

November 2016

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2 3 4 5

6 7 8 9 10 11 12 Hold for MBBIWBB

13 14 15 16 17 18 19

20 21 22 23 24 25 26 Hold for MSBIWBB

Thanksgiving and Floating Holiday

27 28 29 30

2115/2012 1:27 PM SE EMS Professional

Page 1 of 1

B-15

18 19 20 21 22 23

Study Day- Finals- Finals- Finals- Last Day of Finals-

Tentative Tentative Tentative Tentative Last Day of Semester- Tentative

25 26 27 28 29 30

2/15/2012 1:27 PM SE

EMS Professional

24

31

Page 1 of 1

Exhibit B University Events

University of Minnesota, Athletics

Event Calendar

December 2016

Sunday Monday

Tuesday Wednesday Thursday

Friday Saturday

2 3

4 5

6 7 8

9 10

Hold for MBBIWBB

11 12

13 14 15 16 17

Hold for MBB!WBB

Last Day of Classes- Study Day- Finals- Finals-

Tentative Tentative Tentative Tentative

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

August 2017

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2 3 4 5

6 7 8 9 10 11 12

13 14 15 16 17 18 19

20 21 22 23 24 25 26

State Fair Begins State Fair State Fair

27 28 29 30 31

8:00 AM Hold Gopher Football State Fair State Fair State Fair State Fair State Fair

Res Hall Early Move In Res Hall Early Move In Welcome Week Welcome Week

2112/2013 12:41 PM SE EMS Professional Page 1 oft

B-17

Exhibit B University Events

University of Minnesota, Athletics

Event Calendar

Sunday Monday

September 2017

Tuesday Wednesday Thursday Friday Saturday

1 2 State Fair State Fair Welcome Week Welcome Week

3 4 5 6

State Fair State Fair Ends First Day of Classes Welcome Week Labor Day

10 11 12 13

5:00 AM Maintenance

17 18 19 20

5:00 AM Maintenance

24 25 26 27

7 8 9

5:00AM Maintenance 500 AM Gopher Football vs. Oregon State

14 15 16

5:00AM Maintenance 5:00AM Gopher Football vs. Middle Tennessee State

21 22 23

8:00 AM Hold for Gopher Football

28 29 30

8:00 AM Hold for Gopher Football

2/12/2013 12:41 PM SE EMS Professional

Page 1 of 1

B-18

University of Minnesota, Athletics

October 2017

Sunday Monday Tuesday Wednesday Thursday

1 2 3 4 S

8 9 10 11 12

15 16 17 18 19

22 23 24 25

29 30 31

Event Calendar

Friday Saturday

6 7

8:00 AM Hold for Gopher Football

13 14 8:00 AM Hold for Gopher Football

20 21 8:00 AM Hold for Gopher Football

27 28 8:00 AM Hold for Gopher Football

26

Exhibit B University Events

2/1212013 12:41 PM SE EMS Professional

Page 1 of 1

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

November 2017

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2 3 4

8:00 AM Hold for Gopher Football

5 6 7 8 9 10 11

12:00 PM MBB and 8:00 AM Hold for Gopher

WBB Hold Football

12 13 14 15 16 17 18

8:00 AM Hold for Gopher Football

19 20 21 22 23 24 25

12:00 PM MBB and Thanksgiving Holiday Floating Holiday 8:00 AM Hold for Gopher

WBB Hold Football

26 27 28 29 30

2112/2013 12:41 PM SE EMS Professional Page 1 of 1

:1

Exhibit B University Events

University of Minnesota, Athletics Event Calendar

December 2017

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 2 8:00 AM Hold for Gopher Football

3 4 5 6 7 8 9

10 11 12 13 14 15 16

12:00 PM MEB and Last Day of Classes Study Day Finals Finals

WBB Hold

17 18 19 20 21 22 23

Study Day Finals Finals Finals Last Day of Finals Last Day of Semester

24

26

26 27 28

29 30

2112f2013 12:41 PM SE

EMS Professional

Page 1 of 2

B-21

Exhibit B University Events

University of Minnesota, Athletics

Event Calendar

December 2017

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

12:00 PM MBB and WEB Hold

2/1212013 12:41 PM SE EMS Professional Page 2 of 2

B-22

Exhibit C TCF Bank Stadium Facility Improvement Estimated Expenses

Capital Improvements

Explanation

Ownership post Vikings

Agreed upon design & technology that ensures optimal field

X Heated Field Turf

TBD & player safety conditions during winter play. University

X Video Platform Modifications

$ 25,000 Modify to meet NFL requirements. Quanity and scope TBD. University

X Hospitality - Beer/Vending Commissaries Build-out

$ 100,000 Build-out and equip 4 commissaries. University

x Concessions: Re-engineering Concession Stands

$ 100,000 Re-engineer equipment and menus.

Concessions: Warming Huts - Add 4 warming destinations on concourse.

Add to plumbing to provide ability to function in cold

X Heat Trace Pipe $ 500,000 weather.

Convert temporary heaters to permanent heaters in

Gas Piping - Expand Gas Service concession stands.

Provide additional insulation in areas around Stadium as

X Additional Insulation $ 150,000 needed per investigation.

Build-out entombed space on north side of Stadium for

X North End / Entombed Space Build-out $ 350,000 storage during Vikings games.

X Design and Softcosts $ 1,000,000

x Contingency $ 500,000

Capital Improvement Total $ 2,725,000

Additional alcohol, concessions & retail/clothing points of

Portables $ 1,310,000 sale. Additional condiment cards.

Equipment (football; coffee/hot chocolate; warehouse

transport); Ticket Office; Trailers (storage;kitchen production);

Uniforms; Menu Boards; Radios; Smallwares; Facility

Non-Capital $ 1,542,500 damage/restoration.)

Total $ 5,577,500

Build-out 4th level Loge lounge -

X Replace field turf with new turf 725,000

X Video Platforms (line 4) additional cost 50,000

Beer keg lines - service to concession level & coolers -

X Camera platform conduit & fiber run 46,230

Capital Improvement Total with Additional Items $ 3,546,230

X Required Improvements in order to provide game day service and building operations to the Vikings on game day.

University

University

University

University

University

University

University of Minnesota

Exhibit 0 ProForma Vikings Game Day Expenses

as of February 13, 2013

Organization:

Building Operations:

Athletics Building Operations:

Networking/Telecornm-season setup

Elevator/Escalator Staff

Stadium Set Up/Tear Down (bollards/bike rack/field painting, etc.)

Operations Staff-Game Adrnin/Field Crew/Gen. Mech./Student Laborer

Misc Expenses )food for working staff, etc.)

Temporary Seat Back-removal/reinstall for Gopher games

Building permits

X-ray techs/niachine

Radio Rentals- Bearcom

City of MPLS- Meter Hooding

Perimeter Security Concrete Barricades on Oak Street - Highway Technologies

Other - Expenses

Total Building Setup/Tear Down

Cleaning - Williams/Mariucci Arena

Cleaning - Stadium bowl

Cleaning-Public Restrooms (includes game coverage)

Cleaning-Premium areas (includes game coverage)

Housekeeping during game

Band Space-Staff for set up/tear down/restore for band use

Concession Plexi-glass install/removal

Building Prep-Wall Pads/Goal Posts/Kicking Nets/Trash Cans/Dumpsters-50/50 split

Gate set up-CSC and building staff

Larger capacity dish machine

Locks on suite cabinets for alcohol storage (one time cost)

Custodial supplies

Total Cleaning Housekeeping Expense

Landcare Staff

Waste/Recycling Staffing

Equipment - Waste/Recycling

Equipment - Portable Toilets-Tailgate

Equipment - Portable Toilets-in Stadium trailers vs. port a johns

Waste/Recycling Supplies

Landcare Supplies

Total Waste I Recycling Equipment and Staffing

Estimated Game Day Expenses

Vikings Cost as of 2/13/13 Vikings perSeason Vikings Total Vikings Total

Average Cost Number of before Sales Taxable - Cost per Cost per per Game Games Tax Nontaxable Season Additions Subtractions Season

1

NT

10

NT

10

NT

10

NT

10

I

S

NT

1

NT

10

T

10

T

10

NT

1

NT

10

TBD

37,076

348,891

349.757 - - 349,757

10

T

10

T

10

T

10

I

10

I

4

NT

2

NT

2

NT

10

NT

1

NT

43

NT

10

TBD

39,791

375,890

397,900 - - 397,900

10

NI

10

NT

10

I

10

I

10

I

10

NT

10

NT

49,167

471.220 491,668 - - 491,668

4/4/2013 1:01 PM

University of Minnesota

Exhibit D ProForma Vikings Game Day Expenses

as of February 13, 2013

Building Operations Cont.:

Salt, Supplies

Heated benches/heaters for kickers

Propane for Benches

Temp Heat-Equipment/Supplies/Staffing for marshalling/lobbies/vestibules

Snow Removal

Snow Removal-Equipment Repair and Rental

Winterization-post season-inscremental costs to the Vikings

Other - Expenses

Total Winterizing / Snow Removal

New Vikings specific signs-room signs/gate signs/directional signs

Building signage-install Vikings signs as needed/directed

Traffic Control Electronic Signage

Total Signage

Utilities-game day

Utilities-field heat

Total Utilities

Bleacher Rental-2,134 seats in West Plaza

Total Bleacher Rental

Total Building Operations

Estimated Game Day Expenses

Vikings Cost as of 2/13/13 Vikings per Season Vikings Total Vikings Total

Average Cost Number of before Sales Taxable - Cost per Cost per

per Game Games Tax Nontaxable Season Additions Subtractions Season

4 NT

1 T

4 T

4 NT

4 NT

4 NT

1 NT

10 TBD

46,260 457,000 462,598 - - 462,598

1 1

10 T

10 NT

10,364 98,196 103,639 - - 103,639

10 T

4 T

14,011 130,000 140,108 - - 140,108

1 T

56,043 520,000 560,430 - - 560,430

252,712 2,401,197 2,506.100 - - 2,506.100

Game Production/Marketing:

Electronic Design-Sound system operation

Video Operators-ICA Staff

Keyframe-content development

Daktronics Event - Technical Support

Total Game Production/Marketing

Event Management Operations:

Parking-Non FT U of M working staff

EMT’s

Contracted Ushering-Williams/Mariucci Arenas Game Day

Contracted Ushering/Ticket Taking-Game Day

Contracted Security/24/7-per NFL Lock down

Credentials - Vikings

Total Event Management Operations

Communication/ Event Staff, Ticketing Operations

Coach Comm Set up/operation

Bearcom Communications - walkie talkie rental

Event Staff - Salary & Fringe

Ticket Manifesting/Preparation/Parking Pre-Sale

Total Communication / Event Staff/ Ticketing Operations

Total Event Management Operations

10 NT

10 NT

1 NT

10 NT

10,636 106,360 106,360 - - 106,360

10 1

10 NT

10 NT

10 NT

10 1

0___ T

90,525 899,100 905,250 - - 905250

10 NT

10 1

10 NT

1 NT

10,983 107,500 109,833 - - 109,833

101,508 1,006,600 1,015,083 - - 1,015,083

2

4/4/2013 1:01 PM

University of Minnesota

Exhibit D ProForma Vikings Game Day Expenses

as of February 13, 2013

UMN Safety and Security:

UMN Police Department Coverage:

Police Administrative Oversight

Officers-UMPD

Officers-Part Time-IJMPD

Traffic Enforcement Officer- IJMPD

Community Service Officer

UMPD Dispatch

Dispatcher: Stadium

Total UMN Police Department Coverage

Emergency Management Coverage:

Emergency Mgmt Administrative Oversight

Emergency Mgmt Game Day Coverage

Total Emergency Management Coverage:

Safety and Security

Public Safety Emergency Command Center - 911 Administrative Oversight

CCTV Monitor

MPD Traffic Control

MPD Bomb Dogs

MPD Bomb Techs

Hennepin Co. Sheriff’s Transport

Total Safety and Security

Total UMN Safety and Security

Estimated Game Day Expenses

Vikings Cost as of 2/13/13 Vikings per Season Vikings Total Vikings Total

Average Cost Number of before Sales Taxable - Cost per Cost per per Game Games Tax Nontaxable Season Additions Subtractions Season

10 NT

10 NT

10 T

10 NT

10 NT

10 NT

10 NT

63,426 612,520 634,263 -

1 NT

10 NT

1,547 15,468 15,468 -

1 NT

10 NT

10 NT

10 T

10 T

10 NT

9,475 92,716 94,738 -

74,448 720,704 744,468 -

634,263

15,468

94,738

744,468

3

4/4/2013 1:01 PM

University of Minnesota

Exhibit 0 ProForma Vikings Game Day Expenses

as of February 13, 2013

Parking and Transportation Services:

Reserved Parking, trailers, storage, National Broadcast game, etc.

*500 reserved spaces at $40/game

Total Parking and Transportation Services

Facilities Management and Landcare:

Administrative Oversight

Carpenter (1)

Electrician (3)

Plumber (3)

Mechanic (2)

Food-for staff outside of stadium on game day

Sign Shop Supplies

Sign shop Staffing

Equipment -Sign Shop

Total Facilities Management and Landcare

Concessions Premium Food Service

Food inspectors

Contract Administration

Cash Register Rental-one additional month

Portables for food/beverage/beer

Storage Trailer - Interstate Power Systems

Credit Card Readers

Beer coolers/refrigerators for the concessions stands

Total Concessions Premium Food Service

Equipment Infrastructure Repair and Replacement

Broadcast cabling

Overhead coiling doors

Trash/recycling compactors

Total Equipment Infrastructure Repair and Replacement

Miscellaneous

Staff Meals

Officials Meals

Aramark Media Catering Services

Golf Cart Rentals

Total Miscellaneous

Grand Total Expenses - Vikings Game Day

These cost estimates were developed and provided by the areas of responsibility.

Estimated Game Day Expenses

Vikings Cost as of 2/13/13 Vikings per Season Vikings Total Vikings Total

Average Cost Number of before Sales Taxable - Cost per Cost per

per Game Games Tax Nontaxable Season Additions Subtractions Season

10 Ini. Tax

20,000 200,000 200,000 - - 200,000

10 NT

10 NT

10 NT

10 NT

10 NT

10 T

10 NT

10 NT

10 NT

14,087 140,481 140,868 - - 140,868

10 NT

10 NT

1 NT

0 NT

10 NT

10 NT

1 NT

23,679 236,790 236,790 - - 236,790

1 NT

1 NT

1 ____ NT 4,095 40,9S0 40,950 - - 40,950

10 T 10 T 10 T 10 1

21,123 196,000 211,239 . - 211.239

522,288 5,049,082 5,201,857 - - 5,201,857

4

4/4/2013 1:01 PM

EXHIBIT E GAME DAY PARKING MAP BY ZONE

C

U)

(U -I-I 0 0 -p

0)

.v 0) -I

LU r’-) 0

Exhibit F CLOSURE COSTS

Stadium Closure! Winterization

Bench Seatbacks Removal

Storage - Loge Chairs /Trash Cans

Storage - Suites Napkin/Soap/Tissue Holders

Outdoor Television Heating Blankets

Outdoor Television Removal / Storage

Bike Rack Storage

Tilt Truck Storage

Table Storage

ADA chairs storage

400 Windscreens

Tunnel Canopy - Home Team

Tunnel Canopy - Visiting Team

Main Concourse Trash Cans / Recycling Containers

FM Waste Containers

Remove field goal netting

Remove goalposts

Remove field stairs and padding (6)

Remove wall pads

Move field benches

Drain down all concessions water supply

Drain down all 100 level water supply

Drain down all 400 level water supply

Drain down all Minnesota Room / West Plaza

Drain down and winterize water feature

move to interior storage

move to interior storage

100, 500 levels

400 level

store 500 pieces of bike rack on 000/100 levels

move 20 tilt trucks to interior spaces

gather 120 tables and move to marshalling

move all ADA chairs to Marshalling / Palletize

roll up all windscreens on 400 level

remove and transport to storage

remove and transport to storage

move to interior 100 level restroom for storage

move all cardboard containers / palletize

transport to storage

transport to storage

transport to storage

palletize and transport to storage

transport to storage

586192

Exhibit G

Conceptual Milestone Schedule for Capital Improvements for Vikings

***This schedule is conceptual and must be finalized by the successful CM@R***

Initiate RFP process to select Design Team and CM@R; complete Design Team and CM@R selection process, negotiate contract

March - April 19, 2013

Predesign; predesign funds due prior to initiating Predesign April 22, 2013 - May 31, 2013 Review and approval (15 calendar days) May 31, 2013 -June 15, 2013 Prepare / Submit for required Regent approval to Amend the Capital Budget to include the project. June 7, 2013 - June 21, 2013 1St available Regent Meeting (Note - This is a full Board meeting. No Facilities Committee meetings until September 2013)

July 12, 2013

Schematic Design; Design funds due prior to initiating Schematic Design July 15, 2013 - August 30, 2013

Review and approval (15 calendar days) August 30, 2013 - September 14, 2013

Prepare / Submit for required Regent approval of Schematic Design September 6, 2013 - September 20,

2013

1st available Regent Meeting October 10- 11, 2013

Design Development October 14 2013 - November 22, 2013

Estimate and GMP November 25, 2013 - December 20,

2013

Review and approval (15 calendar days); Construction funds due upon approval of the GMP and procurement of any long lead items

December 20, 2013 -January 5, 2014

Prepare / Submit for required Regent approval to proceed (GMP Contract) January 17, 2014 -January 31, 2014

1st available Regent Meeting February 13, 2014

Procure any long lead items

Notes:

1. Current start date supersedes Regent approval on Feb 13, 2014 and would require special Board action to meet this proposed schedule 2. This may not be enough be confirmed w/CM@R _time, _to

January 5, 2014 - May 9, 2014

Construction Documents January 5, 2014- February 21, 2014 Final Budget and Estimating February 21, 2014 - March 14, 2014 Review and approval (15 calendar days) March 14, 2014- March 29, 2014 Permit March 14, 2014 - April 3, 2014 Solicit Bids April 3, 2014- April 25, 2014 Evaluate Bids and Award Contracts April 25, 2014 - May 16, 2014

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Construct any field improvements April 29, 2014 �June 6, 2014 Notes:

1. Only window of availability for 2014 due to Spring Games ending and Football Camps beginning 2. This timeframe for construction of any field improvements will most likely require multi-shifts, 6 days per week (w/o weather delays)

Construction of any non-field (back of house) improvements May 19, 2014 - August 1, 2014

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