LICENSE AGREEMENT BETWEEN ERC AND  EVANSVILLE PROFESSIONAL HOCKEY, LLC

LICENSE AGREEMENT OF THE FORD CENTER between the CITY OF EVANSVILLE REDEVELOPMENT COMMISSION, hereinafter sometimes referred to as “Licensor” or “ERC,” and EVANSVILLE PROFESSIONAL HOCKEY, LLC, THIS AGREEMENT (the “License” or “Agreement”), made and entered into this _____ day of March, 2016, by and between the CITY OF EVANSVILLE REDEVELOPMENT COMMISSION, hereinafter sometimes referred to as “Licensor” or “ERC,” and EVANSVILLE PROFESSIONAL HOCKEY, LLC, an Indiana limited liability company, hereinafter sometimes referred to as “Licensee,” WITNESSETH:

WHEREAS, the Licensor owns an arena located at 1 S.E. Martin Luther King, Jr. Boulevard, Evansville, Indiana, known as the Ford Center (the “Ford Center” or the “Arena”);

WHEREAS, Licensor has contracted with VenuWorks of Evansville, LLC, an Iowa limited liability company (together with any successor designated by Licensor, the “Manager”) to provide facility management services for the Ford Center. As used herein, the term “Licensor” shall include Manager acting pursuant to its contract with the ERC or acting at the request of or otherwise on behalf of the ERC;

WHEREAS, VW Sports of Evansville, LLC has been granted the right to own, operate, and manage a professional ice hockey team as an affiliate of the Southern Professional Hockey League (the “SPHL” or the “League”) pursuant to an Affiliation Agreement dated [ ], 2016 (the “Affiliation Agreement”);

WHEREAS, Licensee represents and warrants to Licensor that it is contractually entitled to operate a professional ice hockey team in the League (the “Team”) in the Evansville, Indiana metropolitan area pursuant to an Exclusive License Agreement by and between Licensee and VW Sports of Evansville, LLC, dated effective as of [ ] (the “VW Sports Agreement”); and

WHEREAS, the Licensee is desirous of using the Ford Center for the purpose of conducting hockey games and activities related to the Team.

NOW, THEREFORE, in consideration of the covenants and agreements herein expressed and of the faithful performance of all such covenants and agreements, the Licensor and Licensee hereby agree as follows;

1. HOCKEY SEASON. The Licensor hereby permits the use of the Ford Center by the Licensee during the Hockey Season upon the terms and conditions contained herein. For purposes of this Agreement “Hockey Season” means a period of approximately eight (8) consecutive calendar months commencing on or about [October 1 and ending on or about May 31.] The schedule for each season is subject to the prior approval of Licensor and shall be prepared in accordance with Paragraph 8.

2. PURPOSE. During the term of this Agreement, Licensee shall be granted the sole and absolute right, license and franchise to use and occupy the Ford Center for the following purposes:

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1. The presentation and play of Licensee’s entire home schedule of pre-season and regular season men’s professional ice hockey league games (“Games”) during the Term, subject to the terms and conditions set forth below.
2. Team practices (“Team Practices”) subject to the terms and conditions set forth before and subject to scheduling availability.
3. Any home playoff league games of the Team (“Team Playoff Games”);
4. Hosting of any league all star games awarded Licensee (“Team Hosted All Star Games”) subject to the terms and conditions set forth below and subjectto scheduling and availability.

(The Team Playoff Games and Team Hosted League All Star Games are hereinafter referred to as “Licensee Events”). Nothing contained herein shall be construed to prohibit Licensor from licensing the Ford Center for use by high school youth or other local amateur hockey teams.

Nothing in this Agreement shall be construed to permit public uses of the Ford Center without Licensor’s prior written consent.

3. TERM OF AGREEMENT. Term of this Agreement shall be for a term of five (5) years beginning effective [October 1, 2016 and expiring September 30, 2021] (the “Term”), and shall be for [twenty-eight (28)] regular season home hockey games per year or such additional games as may be established by the League plus exhibition and playoff games and practice times mutually agreed to by the parties, all subject to arrangement of all dates and times between Licensor and Licensee as provided in Paragraph 8.

4. ITEMS TO BE PROVIDED BY LICENSEE. In connection with Licensee Events to which this Agreement applies, and to the extent applicable, Licensee shall pay, furnish or arrange to be furnished, at its own expense, the following:

1. A men’s professional ice hockey game between the Team and a League opponent, in conformity with and sanctioned by League rules and regulations;
2. Equipment and uniforms for the Team players (“Team Equipment”);
3. Coaches and any assistant coaches;
4. Trainers and medical personnel for the players;
5. Referees, linesmen, gatekeepers, and any other necessary on-ice or off-ice officials;
6. Timekeepers, scorekeepers, game clock operators, and public address announcers, all of whom shall receive training in operations to the satisfaction of Licensor;
7. Catering for the press or others for whom Licensee desires to provide refreshment, purchased from Arena catering or concessionaires, and special badges and signage;
8. Soap, towels and related locker room items;

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9. Food, beverage and travel expenses for the Team, and food and beverage per League rules and guideline for opposing players, coaches and referees, as agreed with the players, coaches and referees and to the extent provided outside of public view and without any accompanying advertising;
10. All Team personnel, including staff and front office personnel, according to Licensee’s needs;
11. Creative programming with respect to the presentation of each Game or Licensee Event, and staff to carry out such presentation, including pre-Game and intermission activities;
12. Marketing services to promote each Game or Licensee Event and to promote ticket sales for each Game or Licensee Event;
13. Merchandise and novelty items for sale at each Game or Licensee Event;
14. Forty (40) complimentary tickets to each Game or Licensee Event for use by Licensor and its designees; the exact location of the seats shall be determined by mutual agreement of Licensor and Licensee, but the parties specifically agree that all seats shall be in contiguous sets of four (4), and located in the best fifty percent (50%) of the unsold and available seats, and a minimum of sixteen (16) of the tickets shall be in the center-ice “prime location” (i.e. between the blue lines);
15. Music performance licenses for each Game or Licensee Event, as more fully described in Subsection 28 below;
16. Insurance coverage for each Game or Licensee Event in accordance with the provisions of Section 25 below;
17. Taxes, licenses and inspection charges and other similar fees that maybe payable on account of the use or provision of any of the above, including without limitation any property tax that may be assessed on Licensee’s property;
18. Any additional equipment necessary for the presentation and playing of each Game or Licensee Event which Licensor is not obligated to provide pursuant to the terms of Section 5 below;
19. Storage for all Team Equipment, it being understood that Licensee is permitted to store Team Equipment in Arena locker rooms, but Licensee shall bear the risk of loss in association with that storage and for purposes of indemnity in Section 9 below the storage is deemed use of the Arena.
20. Moving Licensee’s hockey equipment out of the Arena, or to designated storage areas, when space is needed for other events, provided the movement of Licensee’s hockey equipment out of the Arena at the request of Licensor is reasonably necessary, and does not violate the terms of this Agreement.

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5. ITEMS PROVIDED BY LICENSOR. In connection with each Game or Licensee Event to which this Agreement applies, Licensor shall furnish or arrange to be furnished at its own expense unless otherwise indicated, the following:

1. The Arena, including the Arena’s floor, seating facilities and access areas, the public address system, sound system, scoreboards, game clocks, available locker/dressing rooms for the visiting team and referees, broadcast areas, and such other parts or areas of the Arena as may be reasonably necessary for Licensee to present, play and broadcast the game or Licensee Event, provided that for Team practices, access and use shall be limited to those systems and areas reasonably necessary for the conduct of such practice;
2. A locker room for use by the Team during Games, Licensee Events, and Team Practices, provided that Licensor may utilize said locker room upon reasonable notice to the Licensee at times and in connection with events in the Arena when use is not required by the Team for use under the terms of this agreement. The Team’s locker room shall be built-out with basic flooring, locker room millwork, seating area, finished walls including paint, and plumbing. Licensor makes no representations as to the condition of such space, which shall be provided in “as is” condition. Licensee may, at its sole expense, further finish or equip such space as it deems necessary or desirable in its reasonable discretion, provided that Licensee shall not commence any such work without the prior written approval of Licensor (which approval shall not be unreasonably withheld, except with respect to changes to the physical structure of the locker room area, for which Licensor’s approval may be granted or withheld in its sole discretion);
3. Goal nets and dasherboards and glass required by League rules and regulations for the presentation of the Games or Licensee Events, and safety netting for spectators;
4. One (1) ice resurfacer and one (1) backup ice resurfacer, both of which will be available for use before and during Games or Licensee Events (if one of the ice resurfacers is not operational at any time, then only one ice resurfacer shall be required to be furnished until such time as the other ice resurfacer can be repaired or replaced, as necessary), which shall be operated exclusively by Arena staff, Licensor being responsible for normal preparation, including conversion to and from ice, maintenance and cleaning the ice surface before, during, and after all Games and Team Practices, including the League’s requirements for overtime and shootouts;
5. Licensee’s Team Hockey Equipment Manager or Designee shall be given reasonable access to the Arena for equipment pickup and drop off and other Team requirements as reasonably necessary, including on non-Game days;

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(1) Necessary set-ups and changeover for the Games or Licensee Events,

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7. Normal and customary levels of utilities (power, lighting, water, sewer, heating and air conditioning) necessary for the proper production and presentation of the Games or Licensee Events in accordance with League requirements and standards;
8. The following support services, the cost of which shall be paid by Licensor for each Game or Licensee Event (unless otherwise expressly provided for in this Agreement):

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6. COMPENSATION TO THE LICENSOR: As part of the consideration for Licensor’s agreement to allow the Licensee to license and use the Arena as provided hereunder, and to furnish the goods and services provided for hereunder, Licensee shall pay to the Licensor for the services provided herein:

1. RENTAL PAYMENT: Licensee covenants and agrees to pay Licensor a rental for each game played during the regular hockey season, pre-season and the playoffs in the amount of One Thousand Dollars ($1,000.00); provided, however, that there shall be an additional charge of One Thousand Dollars ($1,000.00) for each game in which Licensee requests that the upper bowl be available for ticket sales. This does not include ice time rental for practice and training sessions or any reimbursable expense of the Licensor.
2. RENT AND REIMBURSABLES: The rent and all reimbursable expenses of Licensor described herein shall be due and payable at the conclusion of each game played during the regular season, pre-season and the playoffs; if for any reason said rental is not paid as aforesaid, it is agreed that any box office receipts in the possession of Licensor may be applied to the payment of said rent and Licensee waives all rights to that portion of the box office receipts necessary to pay said rental. It is agreed between the Licensor and Licensee, that in addition to the rental hereinafter set out, the Licensee agrees to pay to Licensor State Sales Tax on the gross rental and equipment charges heretofore set out, pursuant to a ruling of the Department of Revenue of the State of Indiana, unless said Licensee is exempted from paying said sales tax and provides Licensor with a copy of Licensee’s tax exemption certificate, said tax to be remitted to the Department of Revenue of the State of Indiana by the Licensor.

7. PRACTICE/TRAINING SESSIONS: Practice/training session time availabilities as determined by the Licensor shall be charged to Licensee at the rate of Two Hundred Fifty Dollars ($250.00) per hour. There is no cap on the maximum that Licensee will be charged for practice/training sessions.

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If Licensee shall use the Licensed premises for practice time on the holidays of Thanksgiving Day or Christmas Day, with such practice time not being on a game day, Licensee shall pay to Licensor any additional costs to prepare the Licensed premises and stage the practice, plus the rental amount herein above set out.

8. SCHEDULES AND SCHEDULE CHANGES: Licensor reserves the right to make final determination of the scheduling of game dates, practice dates, training dates and any other use dates as required by Licensee during the term of this License agreement. Licensee agrees to furnish to Licensor a schedule of games to be played during the Hockey Season. Licensee agrees to give Licensor prompt and immediate written notice of any cancellation of any of its games as scheduled, or of any changes in the schedule.

The parties shall determine home Game dates for each Hockey Season as provided on Exhibit A. Licensor retains the right to substitute dates for concerts and major events. Licensee agrees to provide the thirty (30) priority dates by the date set by the League of each year. Licensee agrees to provide Licensor with a confirmed home game schedule by April 15th of each year prior to the upcoming season. After April 15th, prior to the upcoming season, Licensor reserves the right to allocate any dates that are not confirmed for the upcoming season to other facility users.

9. INDEMNITY:

a. Licensee shall indemnify, defend and hold harmless Licensor, City of Evansville, Indiana, the Manager, the Evansville-Vanderburgh County Building Authority and any present or future lender providing financing to the Licensor in connection with the construction or operation of the Arena, and their respective successors and assigns, and each of their respective Licensors, agents, officers, directors, employees and representatives (collectively, “Indemnitees”) from and against (i) any and all claims, suits, losses, injuries, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and expenses) and costs of investigation (whether or not litigation occurs) (collectively, “Losses”), occasioned in connection with, or arising or alleged to arise from, wholly or in part, any breach by Licensee of any of its representations, warranties, covenants or agreements contained herein and (ii) any and all Losses occasioned in connection with, or arising or alleged to arise from, wholly or in part, (A) the acts or omissions, or violation of any applicable law, rule, regulation or order, of or by Licensee, or any of its agents, officers, directors, members, managers, representatives, contractors, employees, servants, players, guests, invitees, participants or performers appearing at the Games or other events Licensee is permitted to host hereunder (including Licensee’s support personnel in connection with the presentation of the Games or other events Licensee is permitted to host hereunder), patrons, persons assisting Licensee (whether on a paid or voluntary basis) or any person admitted to the Arena by Licensee, at any time while the Arena (or any part thereof) is being used by or for the benefit of Licensee or is under the control of Licensee, or (B) Licensee’s exercise of the privileges herein granted, except to the extent any such Losses were caused by the negligence of Licensor and/or its employees or agents. It is the intent of this Agreement that this indemnity provision

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shall apply to any claims made by employees of Licensee against Licensor or any of the Indemnitees, and this Agreement is deemed a written agreement for indemnity.

b. Licensor shall indemnify, defend and hold harmless Licensee, and its successors and assigns, and agents, officers, directors, employees and representatives (collectively, “Indemnitees”) from and against (i) any and all claims, suits, losses, injuries, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and expenses) and costs of investigation (whether or not litigation occurs) (collectively, “Losses”), occasioned in connection with, or arising or alleged to arise from, wholly or in part, any breach by Licensor of any of its representations, warranties, covenants or agreements contained herein and (ii) any and all Losses occasioned in connection with, or arising or alleged to arise from, wholly or in part, the acts or omissions, or violation of any applicable law, rule, regulation or order, of or by Licensor, or any of its agents, officers, directors, members, managers, representatives, contractors, employees, servants, appearing at the Games or other events Licensee is permitted to host hereunder (including Licensor’s support personnel in connection with the presentation of the Games or other events Licensee is permitted to host hereunder), persons assisting Licensor (whether on a paid or voluntary basis) or any person admitted to the Arena by Licensor, at any time while the Arena (or any part thereof) is being used by or for the benefit of Licensee or is under the control of Licensee, except to the extent any such Losses were caused by the negligence of Licensee and/or its employees or agents. It is the intent of this Agreement that this indemnity provision shall apply to any claims made by employees of Licensor against Licensee or any of the Indemnitees, and this Agreement is deemed a written agreement for indemnity.

10. FIRE, CASUALTY AND LOSS OF USE: It is agreed between Licensor and Licensee that in case the Arena or any part thereof shall be destroyed or damaged by fire or by any other cause, or if any other casualty or unforeseen occurrence, including but not limited to strikes, labor disputes, walkouts, boycotts, failure of equipment of any character or kind, and civil insurrections, shall render the fulfillment of this License for any of its terms thereof impractical or impossible then and thereupon this License may be terminated; in the event the tenure of this License shall have begun prior to any such occurrence, Licensee shall pay rental for said premises for the number of games played at the terms of rental herein specified; and in the event any such occurrence shall take place prior to the beginning of the terms of this License, then this License shall become ineffective; and in either event, the Licensee hereby waives any claim for damages or compensation because of such termination and Licensor shall not in any case be held liable or responsible to Licensee for any damage caused thereby.

11. FAILURE OF EQUIPMENT: In the event any machinery used to manufacture ice or the skating surface should necessitate major repair or replacement, the Licensor or Licensee may terminate the License without notice if the Evansville City Council refuses to appropriate necessary funds to replace or repair the skating surface; provided, however, that to the extent possible, the Licensor will make all reasonable efforts to give Licensee not less than thirty (30) days prior notice of a decision not to repair or replace equipment. The decision not to repair or

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replace the equipment or skating surface shall be in the sole discretion of the Licensor. The Licensor and the Licensee waive any right at law or equity to pursue any claim that it may have for damages because of the decision of the Licensor not to replace or repair the equipment.

12. CONTROL OF PREMISES: In renting said space to Licensee, Licensor does not relinquish the right to control the management thereof, and to enforce all necessary and proper rules for the management and operation of the same and the City of Evansville Redevelopment Commission, its deputies, and its Manager may enter the same, and all of the demised premises, at any time and on any occasion.

13. LAW OBSERVANCE: Licensee agrees that its employees, agents, officers, and contractors shall abide by, conform to and comply with all the laws of the United States and the State of Indiana, and all of the ordinances of the City of Evansville and County of Vanderburgh, Indiana, and the rules and regulations of Licensor for the government and management of said premises, together with all rules and requirements of the Police and Fire Departments of the City of Evansville and/or the County of Vanderburgh, Indiana, and will not do, nor suffer to be done, anything on said premises during the term of this License in violation of any such laws, ordinances, rules, regulations and requirements, and, if the attention of said Licensee is called to a violation on the part of the Licensee or any person employed by or admitted to said premises by said Licensee, said Licensee will immediately desist from and correct such violation. Licensee shall indemnify and hold Licensor harmless from all claims, lawsuits, damages and demands (including attorney fees) caused by Licensee’s violation of the law.

14. RESPONSIBILITY FOR PROPERTY ON PREMISES: Licensor and Licensee agree that Licensor and its employees, servants and agents shall not be responsible for any damage or injury that may happen to the property of Licensee, its invitees or to the property of Licensee’s agents, servants or employees or to property that may belong to any other person, including any of the general public that may attend or be upon said Licensed premises of the Arena, that may arise from theft, fire, negligence or any other cause not specifically under the control of Licensor; and Licensor is hereby expressly relieved and discharged from any and all liability for any loss, injury or damage to the person or property that may be sustained by reason of the occupancy of the Arena by Licensee.

15. NO DEFACEMENT OF PREMISES: Said Licensee shall not injure nor mar, nor in any manner deface, said premises, and shall not cause nor permit anything to be done whereby the said premises shall be in any manner injured, marred or defaced nor shall Licensee drive, nor permit to be driven, any nails, hooks, tacks or screws in any part of said premises, nor shall Licensee make, nor allow to be made, any alteration of any kind therein. If said premises, or any portion thereof, during the term of this License, be damaged by the act, default or negligence of Licensee, or of the Licensee’s agent, employee or employees, patrons or any person or persons admitted to said premises by said Licensee, the Licensee will pay to Licensor, upon demand, such sum as shall be necessary to restore said premises to their original condition together with any incidental or consequential losses suffered by the Licensor as a result of same damage. Licensee hereby assumes full responsibility for the character, acts and conduct of all persons admitted to said premises, or to any portion thereof by the consent of said Licensee, or by or with the consent of Licensee’s employees or any person acting for or on behalf of the said Licensee.

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16. NON-EXCLUSIVE RIGHT: Licensor shall retain the right to use and license the use of the facility not under License by this Agreement.

17. INTERMISSIONS: Licensee agrees to have a minimum of two (2) intermissions of not less than fifteen (15) minutes duration during each game. During each intermission a minimum period of eight (8) minutes is to be left without promotional activities, entertainment, or any other activity which would discourage guests from going to Licensor’s concession stands.

18. PRESS BOX & MEDIA ROOMS: Space in the Press Box and Media Rooms shall not be sold by Licensee and access to the Press Box and Media Rooms shall be limited to media members and other personnel approved by Licensor.

19. AISLES CLEAR: Licensee will not permit chairs or removable seats to be or remain in the passageways, and will keep all passageways clear at all times.

20. NO OBSTRUCTION OF SIDEWALK, AND OTHER PASSAGEWAYS: No portion of the sidewalks, entries, passages, vestibules, halls, elevators, and all ways of access to public utilities of said premises shall be obstructed by Licensee nor used for any purpose other than for ingress to and egress from the demised premises. Doors, stairways and house lighting attachments shall not be obstructed by Licensee. Water closet and water apparatus will not be used for any purpose other than that for which they were constructed, and no sweepings, rubbish, rags, paper or other substances shall be thrown therein and any damage resulting from misuse of any nature or character whatever shall be paid by Licensee.

21. SEATING CAPACITY: In no event shall tickets for said games be sold or disposed of in excess of the seating capacity of the Arena. Capacity of the Arena shall be determined by the Evansville Fire Department/Indiana State Fire Marshal.

22. FIRE WATCH: In the event that Licensees event includes pyro, indoor fireworks, fog, smoke or anything that requires that any part of Licensors fire alarm system to be turned off, a fire watch will be required. Prior to the opening of the doors to the public through the completion of the event, a City of Evansville fireman must be present. The hiring of all Fire Department personnel must be done through the Licensor. The Licensor must be notified at least two weeks prior to the time when fire watch personnel will be needed. Licensee agrees to pay all fire watch charges when due.

23. EXTRA HELP: Licensee shall furnish at its expense all extra personnel required for handling of baggage, supplies or equipment of Licensee or other help as required not provided by Licensor as set forth herein.

24. QUIT PREMISES: In the event the Licensed premises are not vacated by Licensee at the end of the Term, then Licensor shall be, and is hereby authorized to remove from said premises, at the expense of Licensee, goods, wares, merchandise and property, of any and all kinds and descriptions, which may be then occupying the Arena, and said Licensor shall not be liable for any damages or loss to said goods, wares, merchandise or other property which may be

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sustained, either by reason of such removal or the place to which they may be removed, and the Licensor is hereby expressly released from any and all claims for damages of whatever kind or nature.

25. INSURANCE: Licensee shall obtain, at its own cost and expense, and maintain in full force and effect during the Term, with insurance companies currently rated A-XII or better by Best’s Key Rating Guide, a minimum of the following insurance:

1. Comprehensive General Liability Insurance in the name of Licensee, which insures all operations of Licensee contemplated by this Agreement and the contractual assumption of liability reflected by this Agreement. Such General Liability Insurance shall be written with a limit of at least Two Million Dollars ($2,000,000) combined single-limit per occurrence and Five Million Dollars ($5,000,000) in the aggregate (which may be in the form of umbrella coverage) for bodily injury and property damage liability, personal injury liability, and coverage for all acts and omissions of any employees, agents or players or any contractors or subcontractors retained by Licensee. Such policy shall stipulate that such insurance is primary of any valid and collectable insurance maintained by any of the foregoing entities, for any claim(s) arising in connection with the Games or Licensee Events or use of the Arena and that Licensee’s insurance carrier will not seek indemnification from any of the foregoing’s insurance carriers for any such claim(s);
2. Special Form (“all risks”) property insurance against loss or damage to Licensee’s property in the Arena, in an amount equal to the replacement cost of such property;
3. Statutorily required workers’ compensation and employer’s liability insurance respecting its players and employees and other personnel whose services are contemplated by this Agreement, with statutory benefits and limits which shall fully comply with all federal, state and local requirements applying to this insurance.
4. All such policies of Licensee (other than the workers’ compensation policy) shall list the City of Evansville, Indiana, the Licensor, the Evansville- Vanderburgh Building Authority and the Manager, and each of their respective agents, officers, directors, employees, and representatives as additional insureds. To the extent commercially available on commercially reasonable terms, all such policies of Licensee shall be endorsed to provide that the underwriters and insurers of Licensee shall not have any rights of subrogation against the City of Evansville, Indiana, the Licensor, the Evansville-Vanderburgh Building Authority, the Manager, any present or future lender providing financing to the Licensor in connection with the construction and/or operation of the Arena or any of their respective officers, directors, Licensors, employees, or agents. Further, all such policies of Licensee shall provide for thirty (30) days’ notice to all additional

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insureds prior to any adverse modification or termination of any such policy.

5. Certificates of all insurance required pursuant to this Section 25 shall be provided to Licensor upon execution hereof and not less than thirty (30) days prior to each League Season during the Term.
6. LICENSOR SHALL HAVE THE ABSOLUTE RIGHT TO TERMINATE THIS AGREEMENT FOLLOWING WRITTEN NOTICE TO LICENSEE AND LICENSEE’S FAILURE TO CURE WITHIN TEN (10) DAYS DELIVERY OF THE CERTIFICATE OR CERTIFICATES OF INSURANCE REQUIRED HEREUNDER, LICENSOR SHALL HAVE THE RIGHT TO REQUIRE ANY GAME OR OTHER LICENSEE EVENT TO BE CANCELLED OR POSTPONED IN THE EVENT THE INSURANCE REQUIRED HEREUNDER IS NOT IN FULL FORCE AND EFFECT ON THE DAY OF SUCH GAME OR LICENSEE EVENT. IN THE EVENT OF ANY SUCH TERMINATION, CANCELLATION, OR POSTPONEMENT BY LICENSOR, THERE SHALL BE NO FURTHER LIABILITY OF WHATSOEVER KIND OR NATURE BY LICENSOR TO LICENSEE, AND LICENSOR SHALL RETAIN THE RIGHT TO PROCEED WITH A LEGAL ACTION AGAINST LICENSEE TO RECOVER ANY AND ALL DAMAGES AND/OR LOSS OF PROFITS SUSTAINED BY LICENSOR OR LICENSOR BY REASON OF LICENSEE’S DEFAULT HEREUNDER.

26. OPERATION OF BOX OFFICE: Licensee agrees that Licensor shall have the exclusive right to operate the Box Office and control the proceeds from the sale of all tickets of the Licensee, except Season Ticket Sales and Group Sales tickets which shall be sold and controlled by Licensee. For purposes of this Agreement, “Group Sales” shall mean any sale of 10 or more tickets for a single game in a single transaction. “Season Ticket Sales” shall mean a sale in a single transaction of tickets to one-half (1/2) of the Games or more. Licensor shall refer all inquiries regarding Group Sales or Season Ticket Sales to Licensee’s sales office, and Licensee shall refer all inquiries regarding individual game sales to the Box Office. Licensor and Licensee agree to settle with one another no later than seventy-two (72) hours after they have exchanged all information necessary for settlement.

1. TICKETS. The Licensor shall at all times maintain control of tickets including but not limited to individual game tickets, scrip and coupons and direction of the ticket office, ticket personnel, and ticket sales revenue until settlement, excepting Season Ticket Sales and Group Sales. All advance ticket sales must be administered by Licensor’s agent, currently Ticketmaster. Involvement by other agents/parties in ticket sales and distribution is strictly prohibited.
2. CHARGES: The Licensor shall provide ticket facilities. Licensor shall charge three percent (3%) of gross ticket sales sold by the box office to Licensee and for that purpose Licensor shall receive three percent (3%) of the gross proceeds from

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the sale of all tickets (except Season Tickets and Group Sales), coupons, scrip, groups and any other instrument issued by the Licensee in exchange for tickets as a ticket selling commission. Licensor shall receive one percent (1%) of gross proceeds derived from Season Ticket Sales and Group Sales. Licensor shall be reimbursed for all bank card charges for tickets sold at the Ford Center and through the Ticketmaster system at a rate of 3%.

c. FACILITY MAINTENANCE FEE (FMF): A two dollar ($2.00) Facility Maintenance Fee (FMF) will be charged to patrons above the cost of each event ticket. Said FMF will be retained by Licensor to benefit the facility. The FMF will be added to all event tickets sold including individual event tickets, season tickets and groups. Two (2) tickets for the price of one (1) will be treated as two (2) discounted tickets with the FMF due for both tickets. In the event the ticket and FMF revenue is retained by Licensee (individual event tickets, Season Tickets, Group Sales, etc.), Licensor shall deduct the funds due Licensor from Licensee’s Box Office receipts. Licensor will not charge FMF on those tickets sold or otherwise provided to schools for Licensee’s annual “Education Day,” where Licensee provides local schools the opportunity to see a Game and use professional hockey as a learning tool, all at discounted ticket prices.

4. TICKET PRINTING: All tickets must be ordered by the Licensor or must be a type and style approved by the ticket office manager. Licensor shall supply, through Ticketmaster, equipment and all tickets, without additional charge to Licensee provided the normal Ticketmaster stock is used.
5. PRICES: Licensee shall have the right to establish ticket prices for the Games or Licensee Events, provided that Licensee sells tickets at the prices advertised and any deviations must be approved by the Licensor.
6. CUSTOMER CHECKS AND CHARGES: The Licensor will take reasonable caution against bad checks and charges from customers but the ultimate responsibility is that of the Licensee.
7. HANDLING FUNDS: In handling and controlling ticket revenue, the Licensor is acting for the accommodation of the Licensee and shall not be liable for any loss thereof unless willfully caused or permitted through negligence by the Licensor. All of Licensor’s personnel who are handling funds are bonded.
8. PREMIUM SEATING: Licensor shall at all times control the ticketing and access to the Suite Level Seating, and Loge Seating and for the entire Suite and Loge Seat level. Licensee acknowledges that Licensor has sold the rights to its Suites and access is limited to the respective Licensors. The revenues from the sale of Suites/Loge Seats are the exclusive property of Licensor.

(1) Suites/Loge Seats: Licensee agrees to provide complimentary event tickets to Licensor’s Suites and Loge Seats for Exhibition/Preseason and Regular

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Season games at no cost to suite or loge seat holders or to the Licensor. Tickets for end of the season playoff games will be made available for suite and loge seat holders purchase and will be priced at a dollar value no greater than the dollar value of the admission ticket for access to respective Arena seats located in the first five (5) rows below the first row of Suites and Loge Seats.

(2) Club Seats: Licensor shall have the right to sell a personal seat license (“PSL”) for each seat in Sections 105 and 106. Licensor shall retain all revenue relating to the sale of PSLs, and Licensor shall retain all revenue relating to the sale of tickets to Games in the Club Seats. Club Seat admission tickets to Games will be priced at a dollar value no greater than the dollar value of the admission ticket plus the PSL fee. Licensee agrees to offer the same ticket discount packages including season ticket and mini season ticket discounts to Licensor’s Club Seat guests. These discount packages will be priced at a dollar value no greater than the dollar value of the admission ticket packages for access to respective Arena seats

i. COMPLIMENTARY TICKETS: Licensee’s use and/or distribution of bartered and complimentary tickets for each Game or Licensee Event shall be subject to notice to Manager. Without limiting the foregoing, Licensee may not issue more than 1,000 complimentary tickets for any Game or Licensee Event without Manager’s prior approval, which shall not to be unreasonably withheld or delayed. The FMF shall be assessed against all tickets sold to any Games or Licensee Events and all complimentary tickets given to trade vendors or any other persons, except for complimentary tickets given by Licensee for charitable purposes.

27. REFUND OF TICKET REVENUE: Licensor reserves the right to make determination of ticket refunds in keeping with the facility’s policy of retaining public faith. This shall include, but is not limited to, seats blocked by equipment when exchange for comparable location is not possible, failure of equipment, or failure of the game to start within a reasonable amount of time as scheduled. Licensor shall have the right and Licensee consents thereto deduct from the Box Office Receipts all funds due and owing the Licensor arising under the terms of this License.

28. COPYRIGHTED MATERIAL: Licensee shall assume all costs and obligations arising from Licensee’s use of patented and/or copyrighted materials, equipment, devices, musical processes or dramatic rights furnished or used or incorporated in the conduct of the event. Licensee agrees to indemnify and hold harmless the Licensor and its duly authorized representatives from all damages, costs, expenses, including attorney’s fees, for or on account of Licensee’s use of any patented and/or copyrighted materials, equipment, devices, music, processes or dramatic rights furnished or used by the Licensee in connection with the event. Licensee shall obtain and pay for all appropriate BMI, ASCAP, and SESAC licenses for the presentation.

29. CONCESSIONS/CATERING: Licensor reserves all rights not specifically 15

granted to Licensee under the terms hereof, including but not limited to the sale of all concession items, catering, and the operation of checkrooms. Manager is the exclusive caterer/concessionaire for all suites, loge seats, club, the press box and all other areas of the Arena. Unless otherwise provided in this Agreement, Licensor prohibits the carrying in of food and beverage items.

30. ALCOHOLIC BEVERAGES: Licensor’s concessionaire has sole right to the sale and distribution of alcoholic beverages and Licensee shall not permit any alcoholic beverages to be brought onto the premises.

31. FREE SAMPLES: Licensee shall not give away or sell items under the terms of this License without written permission from Licensor. Licensee shall not distribute or cause to be distributed free of charge any items or samples of food or novelties without express written consent of Licensor.

32. PROGRAMS AND NOVELTIES: Licensee shall have sole right to produce and sell all Team novelties, souvenir books, t-shirts, jerseys, videotapes, souvenirs, and programs on game nights at no less than four (4) locations mutually agreed upon by Licensee and Licensor. It is understood that Licensee will pay all expenses relating to the production and sale said merchandise and retain all revenues. Such programs and novelties shall be limited to S.P.H.L. and N.H.L. related items.

33. PUBLIC ADDRESS ANNOUNCEMENTS/SCOREBOARD VIDEO COMMERCIALS: (a) Licensee shall make three (3) public address announcements or video commercial messages per game on Licensors behalf advertising services, products and upcoming events. Licensee agrees to make one of these announcements prior to the start of the game and at the start of each intermission. Licensor agrees to provide information to Licensee prior to the start of each game on the content of these announcements.

(b) SCOREBOARD VIDEO COMMERCIALS: Licensee agrees to provide time prior to the start of the game and at the beginning of each intermission to run Licensors video commercial messages on services, products and upcoming events.

34. RADIO AND T.V.: Licensee shall have the right to, in any reasonable manner, transmit, record, videotape, or otherwise reproduce or disseminate all or any part of, or a description of all or any part of, the Games and Licensee Events, including radio, broadcast and non-broadcast television, closed circuit and/or pay television, internet, satellite, broadband or other media. Licensee shall further have the right to negotiate and enter into agreement for the granting of radio and television rights for Games played in the Arena. Installation of all special equipment is the responsibility of the individual media. Licensor agrees it will not charge an origination fee for media distribution and will make best efforts to permit Licensee to use existing Arena utility lines, but utility needs for radio and television will be billed at Licensor’s regular rates from Licensor’s Rate Sheet except for telephone lines for Licensee’s radio broadcast which will be billed at the rate of fifty dollars ($50.00) per telephone line per month for the months that hockey games are played plus any long distance or other charges associated with any such additional utility lines. Licensee agrees to use its best efforts for televised events to require a video feed supplied to Licensor for the Arena’s in house television network. All television and radio broadcasts shall

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include a credit specifically naming the Ford Center as the host facility for the game.

35. SIGNAGE: ExceptasstatedotherwiseinthisAgreement,andprovidedLicensee pays for all associated costs and expenses, Licensee shall have the right to sell all Game-specific or Licensee Event—specific advertising and sponsorships (e.g., Game-night or Licensee Event- night on-and off-ice promotions; Game-night or Licensee Event-night programs and magazines; Game-night or Licensee Event-night public address systems advertising; advertising on dasher boards, penalty boxes, player areas, ticket backs for Licensee Events, temporary parapet or railing signs and banners which must be removed by Licensee upon completion of each Game or Licensee Event, and indoor scoreboard video promotions and advertising, (collectively, the “Licensee Advertising”), and retain all proceeds therefrom; provided, however, that all temporary signage shall be removed after the conclusion of the applicable Game or Licensee Event. No Licensee Advertising or any other objects shall be permitted to cover, or obstruct in any way, any permanent signage at or within the Arena. Licensor shall have the right to cover or remove, as appropriate, any Licensee Advertising in the Arena during Arena events other than the Games or Licensee Events. Other than as specifically set forth in this Section, Licensee shall have no right to control or sell, or to any proceeds from the sale of, any advertising or sponsorship rights at the Arena, including but not limited to all permanent and non-permanent advertising rights within or on the exterior of the Arena, the proceeds of which shall belong solely to Licensor. The content and location of all signs shal1 be subject to prior approval of Licensor which shall not be unreasonably withheld. It is understood that Licensor has prior commitments for permanent signage and every effort must be made by Licensee to avoid conflict with advertising previously contracted by Licensor. The Licensor retains the right at no cost to either the Licensor or the Licensee to run ten percent (10%) of the commercial/sponsorship messages on the backlit scoreboard signs, scoreboard rings, ribbon boards. The Zamboni Ice Machines are included as part of Licensee’s signage. Licensor retains all rights not specified herein.

36. ICE LOGOS/MAINTENANCE: Licensee shall have the right to sell the ice logos and retain the revenue from said sale. Licensee acknowledges that Licensor has sold one pair of ice logos to Ford on a long term basis. Licensee agrees to provide the same ice logo placement for the “Ford” logos or any successor Arena naming logos (“Arena Logos”) at Licensor’s reasonable direction for the Term of this agreement. Licensor shall retain all of the revenue from the sale of the Arena Logos.

Licensee agrees to pay to the Licensor ten thousand dollars ($10,000.00) per season to install the ice logos and to maintain the ice surface. This ice logo and maintenance expense shall be listed as a game expense on the game settlement for each regular season game. All ice logo production shall be at Licensee’s expense.

37. SCOREBOARD/RIBBON BOARDS: Licensee may create game graphics and animations for use on Licensor’s scoreboard rings and ribbon boards. Licensor shall have prior approval of all animation copy and control of when graphics and animations will run along with Licensor’s advertising. The cost for the Licensee to use of the video board shall be at prevailing rates of Licensor and shall be exclusively provided by Licensor. This cost includes the Licensor providing director/producers and camera operators. The cost does NOT include the production work for any commercials. Any extra production work will be billed to the Licensee on a time

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and material basis and shall be added to the Licensee’s event settlement as a game expense. The Licensor retains the right of approval for all message content.

Licensor has granted exclusive pouring rights, beer sponsorship/advertising, casino sponsorship, automobile sales sponsorship or automobile manufacturing sponsorship. No non-alcoholic beverages, beer, casino, or automobile sponsorship/advertising may be advertised by Licensee; provided, however, that upon the prior written consent of Licensor, which shall not be unreasonably withheld, Licensee may advertise for the exclusive advertisers of the Arena.

The Licensor retains the right at no cost to either the Licensor or the Licensee to run ten percent (10%) of the commercial/sponsorship messages on the video board and scoreboard during the Licensee’s events during mutually agreed upon times during the game.

38. PROMOTIONAL/MARKETING: Licensor and Licensee agree to cooperatively execute advertising and marketing activities designed to promote building services, Licensee’s events and other upcoming Ford Center events to Licensee’s event attendees and season ticket holders.

1. Licensee agrees that marketing activities will include an interactive guest-based mobile text message from Licensor’s text messaging service at Licensee’s games. Participants will receive a text message bounce back with a call-to-action to subscribe to Licensor’s mobile test message alert club. Licensee and Licensor agree that text message based promotions may involve Team promotions, a concessions item giveaway, or other promotions to be mutually determined by Licensor’s and Licensee’s marketing and promotions staff. Licensee and Licensor agree that text message based promotions will include the coordination of Licensor’s ribbon boards, scoreboard and public address announcements to activate the promotion. Any promotions made on Licensor’s request shall be at Licensor’s sole cost.
2. Licensee agrees to provide Licensor access to its season ticketholders subscriber database for e-mail blasts to assist with the promotion of Ford Center events.

39. LOST ARTICLES: Licensor shall have the sole right and responsibility to collect and have custody of articles left in the facility by persons attending any event in the facility.

40. TIME IS OF THE ESSENCE: For the purposes of this License, time shall be of the essence.

41. DEFAULT: If said rent or any monies due the Licensor, or any part thereof, shall at any time be in arrears and unpaid for a period of fourteen (14) days, and without any demand being made therefor; or if said Licensee, or its assigns, shall fail to keep and perform any of the covenants, agreement or conditions of this License agreement, on its part to be kept and performed, and such default is not cured within fourteen (14) days after written notice from Licensor setting forth the nature of such default; or if said Licensee shall be adjudged as bankrupt, or shall make an assignment for the benefit of creditors, or if the interest of said Licensee hereunder shall be sold under execution, reorganization or other legal process, or if Licensee shall file a voluntary petition

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in bankruptcy, or file a petition for reorganization under Chapter 11 of the United States Bankruptcy Code, or shall be placed in the hands of a receiver, it shall be lawful for Licensor, its heirs or assigns without notice or process of law, to enter into said premises, and again have, repossess and enjoy the same as if this License agreement had not been made, and thereupon this License and everything herein contained on the part of said Licensor to be done and performed shall cease, terminate and be utterly void, all at the election of Licensor; without prejudice, however, to the right of the Licensor to recover from said Licensee, or assigns, all rent due up to the time of such entry. In case of any such default and entry by Licensor, Licensor may relet said premises for the remainder of said term for the highest rent obtainable and may recover from Licensee any deficiency between the amount so obtained, and the rent hereinabove reserved. Failure on the part of Licensor to avail himself of any right or remedy hereunder shall not constitute a waiver thereof as to any future default or breach by Licensee, his heirs and assigns. Licensor has the right to recover any attorney fees incurred arising out of a breach of this License.

42. ASSIGNMENT OF LICENSE:

1. Licensee shall not have the right to assign, sub-license, mortgage, pledge or otherwise transfer this Agreement or Licensee’s rights and obligations herein without the prior written consent of Licensor (a “Licensee Assignment”). A Change of Control (as defined herein) of the Team, whether as a result of a merger, share exchange, consolidation, asset sale, acquisition, formation of any partnership or joint venture or otherwise, shall constitute a Licensee Assignment requiring the Licensor’s prior written approval. A “Change of Control” will be deemed to have taken place if (i) more than fifty percent (50%) of the beneficial ownership or voting securities of the Licensee or any surviving entity (including any entity that is a permitted transferee of the Licensee) is held by any one or more parties that do not own more than fifty percent (50%) of the beneficial ownership in or voting securities of the Licensee as of the date hereof; (ii) the Licensors or stockholders of the Licensee approve a sale or transfer of substantially all of the assets of the Licensee to any person or entity that is not a wholly-owned subsidiary of the Licensee or an entity controlled by the persons currently owning fifty percent (50%) or more of the beneficial ownership of the Licensee, or a liquidation or dissolution of the Licensee; (iii) the beneficial Licensors of the Licensee as of the Effective Date enter into voting or other contractual agreements that effectively transfer control over the operations of the Licensee or the policy-making authority over Licensee’s affairs to any other individual, trust, estate, partnership, joint venture, company, corporation, association, limited liability company, or any other legal entity or business or enterprise (“Person”) not a beneficial Licensor as of the Effective Date; or (iv) a transfer of the League franchise operated by Licensee to another Person other than the Licensee.
2. Licensor may assign this Agreement to the City of Evansville, Indiana (the “City”) or its designee, provided that the City (or such designee) assumes in writing the obligations of Licensor under this Agreement. This Agreement and all the terms, conditions and covenants hereof, shall, subject to the foregoing limitations as to assignment, inure to the benefit of and bind the parties hereto and their respective successors and permitted assigns.

43. LICENSOR AND LICENSEE SEPARATE ENTITIES: Licensor and Licensee hereby agree, stipulate and recognize that in entering into this contract and License agreement,

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they are not in any way partners, co-partners, or in any way jointly interested in any mutual enterprise, but are to each other Licensor and Licensee respectively, and occupy that status only.

44. CONSEQUENTIAL OR INCIDENTAL DAMAGES. No party hereto shall not be liable for indirect, incidental, or consequential damages, including but not limited to loss of profits or other economic loss, by reason of the termination of this Agreement or any breach thereof.

45. FORCE MAJEURE. No party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power of confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, telephone or Internet, and no other Party will have a right to terminate this Agreement under such circumstances.

46. ADA COMPLIANCE: Licensor represents and warrants that the Arena is in compliance with the applicable provisions of the Americans with Disabilities Act (ADA). Licensee shall ensure that Licensee’s activities at the Ford Center, including temporary facilities or any adaptation of the premises for Licensee’s activities, comply with the ADA.

47. NOTICES: Any notice to be given under this License agreement shall be made by certified mail to Licensor, Evansville Redevelopment Commission, Attn: Department of Metropolitan Development, Executive Director, One NW Martin Luther King, Jr. Boulevard, Evansville, Indiana 47708: Licensee, Attn: W. Michael Hall, Evansville Professional Hockey, LLC, 3101 Bonn Fahren, Wadesville, Indiana 47638 or to such other address as may be given by either party in writing by certified mail. Notice made by certified mail shall be deemed given on date of postmark.

48. AUDITS: Licensor and Licensee shall be entitled to audit books and records relating to the basis for any amounts that must be reconciled or settled between them pursuant to this Agreement, provided however, neither Licensor nor Licensee shall have the right to examine books and records related to business generally of Licensor or Licensee. If audit rights are exercised more than once with respect to any calendar year, the requesting party shall reimburse the other party for any and all reasonable and direct expenses incurred in connection with the compilation, copying and delivery of all audit materials.

49. TERMINATION OF VW SPORTS AGREEMENT/AFFILIATION AGREEMENT. In the event of a termination of the VW Sports Agreement or the Affiliation Agreement, either party may terminate this License immediately upon written notice to the other.

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CITY OF EVANSVILLE, INDIANA By and through its Redevelopment Commission

BY:________________________________ Randy Alsman, President

H:\Evansville, City of\Evansville Professional Hockey\License of the Ford Center (2016) v2.docx

EVANSVILLE PROFESSIONAL HOCKEY, LLC

BY:________________________________ NAME:_____________________________ ITS:________________________________

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EXHIBIT “A” SCHEDULING PROCEDURES

A. Scheduling Generally.

Licensee acknowledges that scheduling priority shall be given to the University of Evansville Men’s and Women’s Basketball Games (collectively, the “UE Basketball Games”). Once Licensor and Licensee determine the schedule for any Games (as contemplated by Section B below), however, Licensor shall not preempt the same as a result of any such scheduling conflict(s), except for conflicts with the UE Basketball Games, which preemption shall not exceed two (2) times during any League Season in any year under the Term of this Agreement. If at any time after the parties have agreed on the final schedule for the Games, as provided in Section B below, the Arena becomes unavailable on any proposed Game day, due to Licensor’s decision to exercise the preemption provisions herein, Licensor shall pay Licensee the sum of Ten Thousand Dollars ($10,000.00) as liquidated damages and as payment in full satisfaction of all obligations and liabilities of the Licensor for the preemption of such Game. Licensee shall be permitted to reschedule the preempted game or games during the League Season after consultation with the League and the Licensor. If Licensee does not conduct a Game or other Licensee Event on a date scheduled (a “Cancellation”), and if Licensee has given Licensor less than sixty (60) days prior written notice of Cancellation of a Friday or Saturday Game or Licensee Event, or less than thirty (30) days prior written notice of Cancellation of a Sunday, Monday, Tuesday, Wednesday, or Thursday Game or Licensee Event, then Licensee shall pay Licensor a cancellation fee of Eight Thousand Five Hundred Dollars ($8,500.00) (the “Cancellation Fee”), whether or not the cancelled Game or other Licensee Event is rescheduled for a later date. If rescheduled, Licensee shall remain obligated to pay the full License Fee and all other amounts due and payable with respect to the rescheduled Game or other Licensee Event, and shall not be entitled to apply the Cancellation Fee toward any such amounts unless the Game or Licensee Event was rescheduled due to weather conditions or other acts of God. If Licensee does give Licensor at least sixty (60) days prior written notice of Cancellation of a Friday or Saturday Game or Licensee Event, or at least thirty (30) days prior written notice of Cancellation of a Sunday, Monday, Tuesday, Wednesday, or Thursday Game or Licensee Event, or if the cancellation was due to weather conditions or other acts of God, then Licensee shall pay Licensor the Cancellation Fee of Eight Thousand Five Hundred Dollars ($8,500.00), but if the cancelled Game or other Licensee Event is rescheduled for a later date, Licensor shall give the Licensee a credit equal to the Cancellation Fee, which shall be applied against the License Fee for the rescheduled Game or Licensee Event. Licensee shall not be entitled to a refund of any unused portion of such credit and may not apply any unused credit against any other amounts owed by Licensee hereunder. Licensee shall remain obligated to pay all other amounts due and payable with respect to the rescheduled Game or other Licensee Event.

B. Game Scheduling Procedures.

Subject to the provisions of Section A above:

1. Exhibition and Regular Season. Licensor will make its best efforts to adhere to the relevant League process for the scheduling of Games for any forthcoming season. Licensee acknowledges that Licensor may hold other events on the day of Games, provided such other events do not unreasonably interfere with the Games.

2. Playoff Season. Licensee may schedule the Arena for Team Playoff Games, subject to the availability of the Arena on the dates requested. Licensor shall make reasonable efforts to keep a reasonable selection of dates available for Team Playoff Games and Team playoff practices, so long as the Team is in contention for post season play.

3. Increase in Game Schedule. If the League increases the number of exhibition or regular season Games in its schedule, the number of Exhibition and Regular Season Game Dates shall be increased accordingly, subject to availability and the preemption provisions of Section A above.

C. Non Game Day Team Practice Scheduling Procedures.

1. The parties acknowledge and agree that the Arena is not intended or expected to be the primary location of Team Practices, and the parties expect most Team Practices to be held at Swonder Ice Arena. Licensee will be responsible for making a separate agreement for the use of the Swonder Ice Arena for practice time and/or fitness training. Notwithstanding the foregoing, if the Licensee desires to use the Arena for Team Practices it may do so, subject to the terms and conditions, including payment terms, of the Agreement, and subject to scheduling availability. The Licensor may decline scheduling requests for Team Practices for any reason in its sole discretion. In the event the Licensor approves the scheduling of a Team Practice and then later decides to cancel said Team Practice due to the desire to schedule another event or for other reason, Licensor may do so without liability of any kind to Licensee upon reasonable notice to Licensee.

D. Team Hosted NHL Games. and Team Hosted League All-Star Games Scheduling Procedure.

1. In the event the Licensee wishes to use the Arena for a Team Charitable Event, a Team Hosted NHL Game, or a League All-Star Game, then Licensor shall provide Licensee with a list of possible dates for such events, and the Licensee may select one of such dates for the event.