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AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT THIS AMENDMENT NO. I TO MANAGEMENT AGREEMENT (this "Amendment") is dated as of the day of , 2008, by and between Cabarrus County, North Carolina, a political subdivision of the State of North Carolina (the "County"), and SMG, a Pennsylvania general partnership ("SMG"). BACKGROUND SMG and the County are parties to that certain Management Agreement dated as of Apri128, 2005 (the "Original Management Agreement"), whereby SMG has been retained by the County to provide management services for the Facility on the terms provided therein. SMG and the County desire to extend and amend the Original Management Agreement on the terms and conditions contained herein. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Original Management Agreement. NOW, THEREFORE, in consideration of the mutual premises, covenants and agreements herein contained, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Acknowledgment of and Agreement to Renewal Term. The parties hereto hereby acknowledge and agree that, pursuant to Section 3.2(b) of the Original Management Agreement, the County heretofore has given written notice to SMG of its desire to extend the term of the Original Management Agreement for an additional five (5) year period and, as such, the term of the Original Management Agreement has been extended for a Renewal Term commencing July 1, 2010 and ending June 30, 2015, on the terms and conditions set forth in this Amendment. 2. Amendments to Original Management Agreement. A. Anew Section 5.12 is hereby added to the Original Management Agreement, which shall read in its entirety as follows: 5.12 SMG Equ~ment Purchase. (a) Within sixty (60) days following the execution and delivery of that certain Amendment No. 1 to Management Agreement dated as of , 2008 ("Amendment No. 1"), SMG shall purchase for use at the Facility certain food and beverage equipment listed on Exhibit A attached hereto ("Exhibit A"), the total purchase price and installation of which shall not exceed the sum of Seventy-Five Thousand Dollars ($75,000) (the "SMG Equipment"), and shall install the same as soon as practicable thereafter. SMG shall, at all times throughout the Management Term and Renewal Term, retain title to all SMG Equipment. If for any reason the total cost of equipment (including but not limited to all applicable taxes, delivery, and installation charges) contained in Exhibit A exceeds Seventy-Five Thousand Dollars ($75,000), SMG will work with the County and mutually agree upon the specific pieces of equipment from Exhibit A to be purchased by SMG. In conjunction with the purchase of the SMG Equipment, SMG shall file a UCC financing statement in a form mutually agreed upon by the parties hereto, which will serve as a notification to third parties of SMG's ownership of the SMG Equipment. Additionally, upon mutual agreement by the parties hereto, tags or ~- 3 B # 760621 v.6