EXECUTION VERSION NAMING RIGHTS CONSENT AND AGREEMENT This Naming Rights Consent and Agreement (this “Consent and Agreement”) is made as of August 24, 2016, by and between the Illinois Sports Facilities Authority (the “Authority”) and the Chicago White Sox, Ltd., an Illinois limited partnership (the “Team”), RECITALS A. The parties hereto are parties to a Management Agreement, dated as of June 29, 1988 (such agreement, as amended and supplemented, is hereinafter referred to as the “Management Agreement”), related to the construction and operation of a stadium for the Team (the “Stadium”), B. The Illinois Sports Facilities Authorities Act (70 ILCS 3205) (the “Act”) empowers the Authority to authorize the sale, conveyance, lease, or granting of a permit or license with respect to the right to name the Stadium (the “Naming Rights”). C. Pursuant to the Management Agreement, and specifically pursuant to the Amended and Restated Fourteenth Amendment to Management Agreement, the Authority and the Team had agreed previously that the Team may license to United States Cellular Corporation pursuant to that certain Naming Rights and Sponsorship Agreement, dated as of January 31, 2003 (the “Existing Naming Rights Agreement”) the Naming Rights for the Stadium, whereby the current Stadium Name is “U.S. Cellular Field.” D. __ In accordance with Section 36.01 of the Management Agreement, the Team may change the Stadium Name with the prior written approval of the Authority (which approval shall not be unreasonably withheld), E, The Team and United States Cellular Corporation have mutually agreed to terminate the Existing Naming Rights Agreement in respect of the Stadium Name. F. Pursuant to this Consent and Agreement, the Authority and the Team have agreed that the Team may license to Guaranteed Rate, Inc.(the "Naming Rights Partner”) the Naming Rights for the Stadium pursuant to a Naming Rights Agreement, dated as of July __, 2016 (the “New Naming Rights Agreement”). NOW, THEREFORE, IT IS HEREBY MUTUALLY CONSENTED AND AGREED AS FOLLOWS 1. Definitions. All capitalized terms not otherwise defined herein shall have the ‘meanings ascribed to such terms in the Management Agreement. 2. Consent to Stadium Name, The Authority hereby provides its prior written consent to the change of the Stadium Name, from and after the Activation Date (as defined in the New Naming Rights Agreement) to “Guaranteed Rate Field” (the “Changed Stadium Name”) pursuant to and in accordance with the New Naming Rights Agreement. "Naming Righs- 2016 - Consent and Agreement 08-24-16 v2 CWS (Final). docxEXECUTION VERSION 3. Grant of Sub-License. Consistent with the New Naming Rights Agreement, the ‘Team hereby grants and sublicenses to the Authority the non-exclusive, irrevocable, royalty-free right and license to use the Changed Stadium Name and any depiction thereof in use by the Team in connection with its corporate purposes; provided that the Authority shall not use the Changed Stadium Name or depiction in a manner that is likely to deceive or to cause confusion or mistake as to (A) the affiliation, connection or association of a third party with the Naming Rights Partner; or (B) the endorsement, sponsorship or approval by the Naming Rights Partner of a third-party’s products or services, in either case, without approval by the Naming Rights Pariner’s prior written approval, which shall not be unreasonably withheld; and provided further that from and after the end of the Naming Rights Period, the Authority shall have the right to continue to use the Changed Stadium Name and depictions in ordinary typeface and/or stylized form only until such time as the Team shall notify the Authority in writing to cease any particular use(s) of the Changed Stadium Name, in which event the Authority shall have a commercially reasonable amount of time to cease such particular use(s). 4. Indemnification of the Authority. (@) The Team shall cause the Naming Rights Partner to defend, hold harmless and indemnify the Authority, its officers, members, employees and agents (the “Authority Indemnified Persons”) from and against any and all clai ions, judgments, damages, iabilities and expenses including, without limitation, reasonable attomeys’ and investigative fees (collectively, the “Claims”), imposed upon, incurred by or asserted against the Authority Indemnified Persons with respect to any allegation that the Changed Stadium Name or depiction or use thereof violates or inftinges upon the trademark, trade name, copyright or other proprietary rights of any other person, except Claims resulting from an Authority Indemnified Person’s negligence, willful misconduct or fraud. (6) _ Whenever an Authority Indemnified Person under this Section 4 receives notice of any potential claim by a third party (the “Third Party Claim”) which may be subject to indemnity, the Authority Indemnified Person shall promptly notice the Team and the Team shall in tum notify the Naming Rights Partner. The Naming Rights Partner shall be entitled to assume the defense of such Third Party Claim by counsel designated by it and reasonably acceptable to the Authority Indemnified Person, provided that the Team will cause the Naming Rights Partner to agree not to settle or compromise any such Third Party Claim, or consent to the entry of a judgment without consent of the Authority Indemnified Person (which consent will not be unreasonably withheld), unless such settlement, compromise or judgment (i) includes an unconditional release of such Authority Indemnified Person from all liability on any claims that are the subject of such action; and (ii) does not include a statement as to or an admission of, fault, culpability, or failure to act by or on behalf of an Authority Indemnified Person. After timely notice from the Naming Rights Partner to the Authority Indemnified Person of its election to assume the defense of a Third Party Claim, the Naming Rights Partner will not be liable to the Authority Indemnified Person under this Section 4 for any legal or other expense subsequently incurred by the Authority Indemnified Person in connection with the defense thereof, other than the reasonable costs of investigation, provided, however, that if in the judgment of counsel selection by the Naming Rights Partner, the Naming Rights Partner and the Authority Indemnified Person have conflicting interests that would make it inappropriate for same counsel for its representation, at the Naming Rights Partner’s expense. The Authority Indemnified 2 [Naming Rights 2016 - Consent and Agreement 08-24-16 v2 CWS (Final) docxEXECUTION VERSION Person shall fully cooperate with and timely assist the Naming Rights Partner with defense of such Third Party Claim. If the Naming Rights Partner fails to assume the defense of such Third Party Claim as soon as reasonably possible, and in any event prior to the earlier of twenty (20) days after the receipt of notice of the Third Party Claim or (assuming such notice has been received) five (5) days before the date an answer to the complaint or similar initiation of legal proceedings shall be due, the Authority Indemnified Person shall have the right to undertake, at the Naming Rights Partner’s expense, the defense, compromise or settlement of any such Third Party Claim on behalf of and at the risk and expense of the Naming Rights Partner. 5. Payments to the Authority and Agreement Not to Invoke 75% Rule. In consideration for the providing of consent to the Changed Stadium Name, the Team and Authority hereby agrees as follows: (@) The payments remaining under the Existing Naming Rights Agreement total $20.4 million dollars (the “Remaining Naming Rights Payments”) consisting of a combination of Naming Rights payments (as defined in the 14" Amendment to the Management Agreement) and sponsorship elements, and the parties acknowledge that Team is entitled to 100% of the Remaining Naming Rights Payments. The Existing Naming Rights Agreement has been terminated and Team will receive a one-time settlement fee from U.S. Cellular Corporation applicable to the Remaining Naming Rights Payments (the “USCC Buyout Amount”). Under the New Naming Rights Agreement, Team shall receive an annual fee for Naming Rights (the “New Naming Rights Fee”) for the Remainder of the Original Term (13 years) and during the Extension Term (1 year), if any. Team and Authority agree that Team shall receive and is entitled to retain the first $20.4 Million of USCC Buyout Amount and New Naming Rights Fees, which equal the amount of the Remaining Naming Rights Payments due to the Team. The ‘Authority shall be entitled to any New Naming Rights Fees in excess of such amount, which is anticipated to be $4.7 to $6.4 million (if there is a one year Extension Term) in fees in excess of the Remaining Naming Rights Payments. (6) Team will not, during the last two years of the current Original Term (i.e 12/1/27-11/30/29) and, if extended, during the one year Extension Term (i.e. 12/1/29-11/30/30), invoke the following provision of Section 7.01 of the Management Agreement as authority for the performance by the Authority of a Capital Repair: "(A) replacing any obsolete component of the Stadium with more modem replacements which may in the future become in use in at least seventy-five (75%) percent of Major League Baseball stadiums;" ‘Team agrees that this commitment shall be binding on any successor to the Team under the Management Agreement, 6. Authority Covenants and Representations. The Authority makes the following covenants and representations to the Team, which covenants and representations shall, unless otherwise stated herein, survive the execution and delivery of this Consent and Agreement: (a) Authorization. The making, execution, delivery and performance of this Consent and Agreement by the Authority has been duly authorized and approved by requisite 3 [Naming Righ- 2016 - Consent and Agreement 0824-16 v2 CWS (Final) docxEXECUTION VERSION action of the members of the Authority, and this Consent and Agreement has been duly executed and delivery by the Authority and constitutes a valid and binding obligation of the Authority, enforceable in accordance with its terms. (b) Effect of Consent and Agreement. Neither the execution and delivery of, this Consent and Agreement by the Authority nor the Authority’s performance of any obligation hereunder (i) constitutes a violation of any law, ruling, regulation, or order to which the Authority is subject or (ii) constitutes a default of any term or provision under any other agreement or document to which the Authority is a party or is otherwise bound. 7, Team Covenants and Representations. The Team makes the following covenants and representations to the Authority, which covenants and representations shall, unless otherwise stated herein, survive the execution and delivery of this Consent and Agreement: (2) Authorization. The making, execution, delivery and performance of this Consent and Agreement by the Team has been duly authorized and approved by all requisite action of the board of directors of the General Partner of the Team, and this Consent and ‘Agreement has been duly executed and delivered by the Team and constitutes a valid and binding obligation of the Team, enforceable in accordance with its terms. (b) Efffect of Consent and Agreement. Neither the execution and delivery of this Consent and Agreement by the Team nor the Team’s performance of any obligation hereunder (i) constitutes a violation of any law, ruling, regulation, or order to which the Team is subject or (ii) constitutes a default of any term or provision under any other agreement or document to which the Team is a party or is otherwise bound. (©) License. The Team has the full power and authority to grant the Authority a non-exclusive, irrevocable, royalty-free right and license to use the Changed Stadium Name, and any depiction thereof in connection with the corporate purposes of the Authority (@) Additional Naming Rights Payments. If and to the extent that the Team amends the New Naming Rights Agreement and thereby receives additional payments for Naming Rights, such amounts shall be used in the Stadium in a manner agreed upon between the Authority and the Team. 8. Effectiveness of Management Agreement. Except to the extent modified by this Consent and Agreement, the Management Agreement shall remain in full force and effect. 4 ‘Naming Rights-2016 - Consent and Agreement 08-24-16 v2 CWS (Final) dexEXECUTION VERSION IN WITNESS WHEREOE, the parties have executed this Consent and Agreement as of the day and year first written above. ILLINOIS SPORTS FACILITIES AUTHORITY By: Name; Louis Pertucr Title: EC) CHICAGO WHITE SOX, LTD. By: — ChiSox Corp,, its general partner 1e: Howard C. Pizer Title: Senior Executive Vice President 5 [Naming Rights: 2016 - Consent and Agreement 0824-16 v2 CWS (Final) docxILLINOIS SPORTS FACILITIES AUTHORITY RESOLUTION 17-02 RESOLUTION AUTHORIZING EXECUTION OF CONSENT AND AGREEMENT IN RESPECT OF THE MANAGEMENT AGREEMENT WHEREAS, the Illinois Sports Facilities Authority (the “Authority”) entered into a Management Agreement (the “Management Agreement”), dated as of June 29, 1988, as amended, with the Chicago White Sox, Ltd. (the “Team"”) relating to the Stadium (as defined in the Management Agreement) and its use by the Team; WHEREAS, pursuant to the Management Agreement, and specifically pursuant to the Amended and Restated Fourteenth Amendment to Management Agreement, the Authority and the Team had agreed previously that the Team may license to United States Cellular Corporation pursuant to that certain Naming Rights and Sponsorship Agreement, dated as of January 31, 2003 (the “Existing Naming Rights Agreement”), the Naming Rights (as defined in the Management Agreement) for the Stadium, whereby the current Stadium Name (as defined in the Management Agreement) is “U.S. Cellular Field”; WHEREAS, in accordance with Section 36.01 of the Management Agreement, the Team may change the Stadium Name with the prior written approval of the Authority (which approval shall not be unreasonably withheld); WHEREAS, the Team and United States Cellular Corporation have mutually agreed to terminate the Existing Naming Rights Agreement in respect of the Stadium Name; WHEREAS, the Team has requested that the Authority consent to the Team’s licensing. to Guaranteed Rate (the “Naming Rights Partner”) the Naming Rights for the Stadium pursuant toa Naming Rights Agreement (the “New Naming Rights Agreement”); and WHEREAS, the Authority has considered the terms and conditions of the proposed Naming Rights Consent and Agreement presented to this meeting and finds them to be in the best interests of the Authority. NOW, THEREFORE, BE IT HEREBY RESOLVED by the members of the Ili Sports Facilities Authority as follows: Section 1. The Chief Executive Officer or the Chairman of the Authority is authorized to execute the Naming Rights Consent and Agreement in a form substantially similar to the form presented to this meeting with such changes as the Chief Executive Officer or the Chairman of the Authority shall determine, such execution of such Consent and Agreement to be conclusive evidence of the Authority’s approval thereof. Section2. The Chief Executive Officer is further authorized to take all reasonable and prudent action necessary to implement this Resolution. Section3. This Resolution shall take effect immediately upon its adoption.Adopted this 24th day of August, 2016, Ayes: Z Nays b Abstentions: o 1, Manuef Sanchez. Attest: Zerappfy,. Jetitey Yordon Resolution 17-62