AG 2008 12 15 - Laserfiche WebLink

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J AMENDMENT N0.2 TO MANAGEMENT AGREEMENT THIS AMENDMENT NO.2 TO MANAGEMENT AGREEMENT (this "Amendment") is dated as of the 15th day of December, 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, as amended by an Amendment No. 1 to Management Agreement dated as of May 19, 2008 (collectively, the "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 amend the Management Agreement to amend the amount of the Operating Revenue Benchmark referenced in the definition thereof, which incorrectly includes revenues from the sale of tickets for events at the Facility and gross food service revenues. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the meanings ascribed to them in the 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. Amendment to Management Agreement. The words "One Million Thirty-Five Thousand Dollars ($1,035,000)" shall be replaced with the words "Four Hundred Nineteen Thousand Nine Hundred Twenty-Nine Dollars ($419,929)" in each place such words arise in the definition of Operating Revenue Benchmark in Section 1. 2. Effect of Amendment. Except as amended in paragraph 1 hereof, the Management Agreement and all terms and conditions thereof shall remain unaltered and in full force and effect and are hereby ratified and confirmed in all respects, as hereinabove amended. Any reference in the Management Agreement or in any instrument, document or consideration executed or delivered pursuant to the Management Agreement to "this Agreement", "hereof', "hereto", and "hereunder" and similar references thereto shall be deemed and construed to be a reference to the Management Agreement, as amended by this Amendment. 3. Governing Law. This Amendment will be governed by and construed in accordance with the internal laws of the State of North Carolina, without giving effect to otherwise applicable principles of conflicts of law. 4. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute but one and the same agreement. 5. Power and Authority. Each party hereby represents and warrants to the other that each has full legal right, power and authority to enter into this Amendment and to perform its obligations hereunder F-1 J i~ G J 7 41 C C Item# 5 Attaclgr~~gi4gr 4 Page 74 of 185