TEE CENTER CATERING AGREEMENT THIS TEE CENTER CATERING AGREEMENT (Agreement) is made effective the _____ day

of ____________, 2010, by and among AUGUSTA CONVENTION CENTER MANAGEMENT, LLC (Manager), AUGUSTA RIVERFRONT, LLC, a Georgia limited liability company (Caterer), and AUGUSTA, GEORGIA (the Owner). RECITALS A. Manager operates the Augusta Trade, Exhibit, and Event Center to be located at the northwestern intersection of Reynolds Street and James Brown Boulevard in Augusta, Georgia, together with fee simple and/or leasehold title to the land upon which such building is located, and the furniture, fixtures, equipment, and supplies located therein (the TEE Center), pursuant to that certain TEE Center Management Agreement (the Management Agreement) dated as of ______________, 2012, by and between Owner and Manager. B. Caterer serves as Manager-Operator of an adjacent facility known as the Expanded Conference Center (the Conference Center) pursuant to that certain Conference Center Management Agreement dated as of __________, 2012 by and between Caterer and City. C. The Conference Center includes, among other things, kitchen and food preparation facilities that are currently being used for food preparation services to events at the Conference Center and for the Hotels. D. Owner is the owner of record of the Conference Center and is to be the owner of record of the TEE Center. E. In order to limit the capital cost of the TEE Center, Owner has determined to cause the TEE Center to be constructed and equipped without its own dedicated kitchen facilities, but instead to contract for the related catering services from others. F. Inasmuch as Caterer manages the Conference Center as well as two hotels, the Augusta Marriott and the Augusta Marriott Suites (the Hotels) which are located adjacent to the Conference Center, Caterer possesses unique experience, skill and resources, which are vital to the cost-effective delivery of concession and catering services in the locale of the TEE Center. G. To that end, Manager desires to contract with Caterer to perform food and beverage preparation and delivery services for the account of Manager and Owner hereunder. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

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ARTICLE I DEFINITIONS I.1 Defined Terms. All capital terms herein and not otherwise defined shall have the meaning as defined in the Management Agreement. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings assigned to them herein, unless the context otherwise indicates: Annual Plan shall have the meaning set forth in Section 7.1. Approving Tax Opinion shall mean the opinion of tax counsel experienced in federal income tax matters related to state and local bonds, within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended (the Code), and qualified bonds, within the meaning of Section 141 of the Code, to the effect that a proposed action, waiver or amendment will not, without more, impair any exclusion of the interest on any outstanding issues of obligations that were issued to finance the TEE Center, or result in the disallowance of any credit against federal income tax or payable to the issuer of such obligations by the U.S. Treasury Department. Capital Expense or Capital Expenditure shall mean any expenditure totaling at least $5,000 for the acquisition, construction, reconstruction, repair or replacement of a single item or project that (i) becomes part of the Conference Center Annex, and (2) is required or allowed to be capitalized under the accounting guidelines of Augusta, Georgia and GAAP. Manager shall not mark-up or otherwise add any profit or administrative charge to any Capital Expense. Capital Improvement shall mean the property created by a Capital Expenditure. Examples of Capital Improvements include, but are not limited to, equipment, furniture, fixtures, roof, HVAC components, carpet, windows, wallpaper, and interior and exterior walls. Caterer Employee shall have the meaning ascribed thereto by Section 5.3(a) hereof but shall not include any officer or member of Caterer or any person who, directly or indirectly, otherwise owns an interest in Caterer or any affiliate thereof . Catering Expenses shall mean all actual and direct expenses the timing and amount of which is determined by using GAAP other than Capital Expenses for Food Services to the extent paid or incurred by Caterer for the delivery of Food Services hereunder, including, but not limited to the following: (a) Salary Costs; (b) operating supplies; (c) utility and telephone charges; (d) repair and maintenance costs; (e) equipment rental costs; (f) insurance costs; (g) security costs; (h) cleaning expenses; (i) cost of food, beverage and other catering supplies and expenses; (j) Catering Fee; (k) alcohol licenses and (l) any other expenses incurred by Caterer in providing Food Services to the TEE Center that would be considered operating expenses under GAAP. Catering Fee shall have the meaning set forth in Section 3.1. Catering Revenues shall mean the gross revenues of Caterer or any affiliate from Food Services. The time and amount of Catering Revenues shall be determined using GAAP.

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Concession and Catering Services or Food Services shall mean the business of selling food, food products, candy, non-alcoholic and alcoholic beverages, in the concession, catering, restaurant (if applicable) and all other areas of the TEE Center. Conference Center shall mean the Expanded Conference Center, as defined in the CORE Agreement. Conference Center Annex shall mean that portion of the Conference Center, which is adjacent to the TEE Center, in which is located a kitchen and related areas for the preparation of food and beverages, together with all equipment and other improvements thereto. The Conference Center Annex is to be used to provide food and catering services to the Conference Center, the Hotels connected to the Conference Center, and to the TEE Center. CORE Agreement shall mean that Amended and Restated Construction, Operating and Reciprocal Easement Agreement dated June 1, 1999, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 648, page 45, and all amendments thereto, and all amendments thereto, including an amendment on or about the date of this Agreement whereby the Conference Center is expanded to include Conference Center Annex. CVB shall mean the Augusta Convention and Visitors Bureau. Effective Date shall mean the date on which construction of the TEE Center has been completed, a certificate of occupancy for the TEE Center has been issued, and the TEE Center has been fully furnished and delivered to Manager for operation. Financial Statement shall have the meaning set forth in Section 7.4. Fiscal Year shall mean the twelve (12) month period ending December 31 of each year during the Operating Term of this Agreement. The first Fiscal Year shall be the period commencing on the Effective Date and ending on December 31 of the same year. A partial Fiscal Year after the end of the last full Fiscal Year and ending with the expiration or earlier termination of the Operating Term shall constitute a Fiscal Year. Food Service Equipment shall mean the equipment and capital improvements installed in the Conference Center Annex or otherwise to be used in providing Food Services, including cooking utensils, china, glassware, flatware, ovens, refrigerators, stands, booths and other devices used in performing concession and catering services. GAAP shall mean Generally Accepted Accounting Principles based on the accrual method of accounting as further implemented by the accounting guidelines of Owner. Net Catering Revenues shall mean the excess, if any, of Catering Revenues over Catering Expenses, as determined for any period. Operating Account shall have the meaning set forth in the Management Agreement. Operating Term shall have the meaning set forth in Section 2.3.

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