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FIRST AMENDMENT TO FOOD AND BEVERAGE AGREEMENT <br />THIS FIRST AMENDMENT TO THE FOOD AND BEVERAGE AGREEMENT (this <br />"Amendment") is made this day of , 2024, (the "Amendment Effective Date") <br />by and between SMG Food and Beverage, LLC, a Delaware limited liability company (the <br />"SMGFB"), and SMG, a Pennsylvania general partnership and operating division of ASM Global <br />whose current address is 300 Conshohocken State Road, Suite 770, West Conshohocken, PA <br />19428 ("SMG"). All capitalized terms not defined in this Amendment shall have the meaning <br />ascribed to them in the Agreement. <br />WHEREAS, SMGFB and SMG entered into a Food and Beverage Service Agreement <br />dated July 1, 2015, pursuant to which SMG engaged SMGFB to provide food and beverage <br />services with respect to the Cabarrus Arena and Events Center; and <br />WHEREAS, SMGFB and SMG did previously amend the Food and Beverage Agreement <br />(the "Agreement") to extend its term through June 30, 2025 to; and <br />WHEREAS, SMGFB and SMG now wish to extend further the term and amend the <br />Management Agreement. <br />NOW, THEREFORE, in consideration of the above premises and mutual promises and <br />covenants set forth below, the parties, intending to be legally bound, agree as follows: <br />1. SMG and SMGFB (the "Parties") agree to extend the Term of the Agreement, such that <br />the Agreement shall expire on June 30, 2030 (The "Renewal Term"). The SMGFB may <br />extend the Renewal Term on the same terms and conditions for an additional five-year <br />period at the expiration of the Renewal Term by providing SMG not less than one hundred <br />and fifty (150) days prior written notice. <br />2. In Section 1 of the Agreement, the following definition shall be added: <br />"Operating Revenue Benchmark" - shall equal the atnount of three (3) year average of the <br />total Gross Revenues for the previous three Fiscal Years (and the parties agree to take into <br />consideration any agreed upon adjustments relative to material changes in the food and <br />beverage operations of the Facility). <br />3. In Section 6(A) of the Agreement the Base Fee shall be increased from five percent (5%) <br />to seven and a half percent (7.5%). <br />4. In Section 6(B) of the Agreement the Incentive Fee shall be increased from five percent <br />(5%) to seven percent (7%) provided Gross Revenues meet or exceed the Operating <br />Revenue Benchmark in a given fiscal year. If such Gross Revenues do not meet or exeed <br />the Operating Revenue Benchmark, the Incentive Fee shall remain at five percent (5%). <br />1 <br />Page 242 <br />