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Cross Reference: Realty Reel 648, page 45 Realty Reel 339, page 1016 Realty Reel 339, page 940 Realty Reel 339, page 964

AMENDMENT TO LEASES AND CONSTRUCTION, OPERATING, AND RECIPROCAL EASEMENT AGREEMENT THIS AMENDMENT TO LEASES AND CONSTRUCTION, OPERATING, AND RECIPROCAL EASEMENT AGREEMENT (this Agreement) is made this ___ day of ___________, 2012, by and among AUGUSTA, GEORGIA (City); THE DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF AUGUSTA, GEORGIA (Authority); and AUGUSTA RIVERFRONT, LLC, a Georgia limited liability company (successor by election to Augusta Riverfront Limited Partnership, a Georgia limited partnership) (Developer). RECITALS

A. B. C. D. E. F. G.

All capitalized terms in this recital are defined in Article I of this Agreement. Pursuant to the TEE Center CORE Agreement, City has constructed the TEE Center. Pursuant to the TEE Center Core Agreement, City has constructed a Kitchen that serves the TEE Center, the Conference Center, and the Hotels. Pursuant to the TEE Center CORE Agreement, the Kitchen is to become part of the Conference Center. Pursuant to the CORE Agreement, Developer manages the Conference Center. The Kitchen has been constructed upon property owned by Authority and leased to City pursuant to the Parking Improvements Lease. Authority owns the Conference Center and leases the Conference Center to City pursuant to the Conference Center Lease.

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H.

Accordingly, the parties desire to remove the Kitchen from the Parking Improvements Lease, add the Kitchen to the coverage of the Conference Center Lease, and add the Kitchen to the Conference Center under the CORE Agreement. The Parties also desire to amend the CORE Agreement as contemplated by the TEE Center CORE Agreement. Developer leases certain property used for parking improvements to Authority pursuant to the Ground Lease, and Authority sub-leases said property to City pursuant to the Parking Improvements Lease. Due to the property re-configuration made in connection with the construction of the TEE Center, the parties desire to remove certain property from the coverage of the Ground Lease and the Parking Improvements Lease. AGREEMENT

I. J. K.

In consideration of the premises and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, City, Authority, and Developer, intending to be legally bound, agree as follows. ARTICLE I DEFINITIONS Section 1.1. meanings. Definitions. As used in this Agreement, the following terms shall have the following

Conference Center shall mean the Expanded Conference Center as defined in the CORE Agreement, which, by virtue of this Agreement, shall now include the Kitchen. Conference Center Lease shall mean that Lease Agreement between Authority and City dated July 16, 1990, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 339, page 1016, with any amendments thereto. CORE Agreement shall mean that Construction, Operating and Reciprocal Easement Agreement among City, Developer and The Downtown Development Authority dated August 15, 1989, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Reel 317, page 184, as amended by that First Amendment to Construction, Operating and Reciprocal Easement Agreement dated July 16, 1990, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 340, page 2110, as amended and restated pursuant to 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, as amended by that First Amendment to Amended and Restated Construction, Operating and Reciprocal Easement Agreement dated December 20, 1999, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Book 673, page 71. Ground Lease shall mean that Ground Lease between Developer and Authority dated July 16, 1990, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 339, page 940, with any amendments thereto.

Hotels shall mean, collectively, the hotel owned by Developer fronting on Tenth Street and connected to the Conference Center and the hotel owned by Developer fronting on Ninth Street and connected to the Conference Center. Kitchen shall mean that kitchen recently constructed by City during the construction of the TEE Center and shown on Exhibit A hereto. The exact location and dimension of the Kitchen are reflected on plans and specifications on file with City. The Kitchen is located within the boundaries of Parcel P shown on that Plat for Augusta Riverfront Limited Partnership, et al. prepared by Cranston, Robertson & Whitehurst, P.C. dated December 18, 1999, and recorded in the Office of the Clerk of Superior Court for Richmond County, Georgia in Plat Cabinet B, Slide 68, Part B and Reel 673, pages 691-704. Parking Improvements Lease shall mean that Lease Agreement between Authority and City dated June 1, 1990, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 339, page 964, with any amendments thereto. Party shall mean City, Authority, or Developer individually, and Parties shall mean City, Authority, and Developer collectively. Plat shall mean that plat of survey entitled TEE Center prepared for Augusta-Richmond County, Georgia by Tate Horton, GA RLS No. 3027, of WK Dickson Community Infrastructure Consultants, dated _______, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia, in Plat Cabinet ____, Slide _____ # ____. TEE Center shall mean the trade, exhibit and event center at the northwest intersection of Reynolds Street and 9th Street in Augusta, Georgia, together with all furniture, fixtures, and equipment now or hereafter located therein. TEE Center CORE Agreement shall mean that unrecorded TEE Center Construction, Operating, and Reciprocal Easement Agreement adopted by the Augusta Commission on December 7, 2009, which is being superseded and terminated pursuant to the TEE Center REA. TEE Center REA shall mean the TEE Center Reciprocal Easement Agreement between City and Developer of even date and to be recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia. ARTICLE II AMENDMENT TO LEASES Section 2.1. Removal of Property from the Ground Lease and the Parking Improvements Lease. Parcel 1 and Parcel N-1, as shown on the Plat, are hereby removed from the coverage and encumbrance of the Ground Lease and the Parking Improvements Lease. Accordingly, the Ground Lease is amended to delete Parcel 1 and Parcel N-1, as shown on the Plat, from the demised premises thereof. The Parking Improvements Lease is amended to delete Parcel 1 and Parcel N-1, as shown on the Plat, from the demised premises thereof. Section 2.2. Removal of Kitchen from the Parking Improvements Lease. The Kitchen is hereby removed from the coverage and encumbrance of the Parking Improvements Lease. Accordingly, the Parking Improvements Lease is amended to delete the Kitchen from the demised premises thereof.

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Section 2.3. Addition of Kitchen to Conference Center Lease. The Kitchen is hereby added to the coverage and encumbrance of the Conference Center Lease. Accordingly, the Conference Center Lease is amended to add the Kitchen to the demised premises thereof. ARTICLE III AMENDMENT TO CORE AGREEMENT Section 3.1. Addition of Kitchen to Conference Center. The Kitchen is hereby added to the Conference Center under the CORE Agreement. Accordingly, the definition of Expanded Conference Center in the CORE Agreement is expanded to include the Kitchen. Section 3.2. Connection to the of the Conference Center to the TEE Center. Developer, Authority, and City consent to the connection of the Conference Center to the TEE Center at all times when Developer or its designees are managers of both the Conference Center and the TEE Center. However, the parties acknowledge the right of Developer to cause the physical separation of the Conference Center (which includes the Kitchen) from the TEE Center in the event that Developer is not the manager of both facilities, all pursuant to the TEE Center REA, which is incorporated in this Agreement by reference. Section 3.3. Extension of the Term of the CORE Agreement. The fixed Term of the CORE Agreement, as defined in Section 9.1(ii) thereof, is extended to fifty (50) years from the date of this Agreement. ARTICLE IV MISCELLANEOUS Section 4.1. Entire Agreement. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and no alteration, modification or interpretation hereof shall be binding unless in writing and signed by the parties hereto. Section 4.2. Severability. If any provision of this Agreement or its application to any party or circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, will not be affected thereby, and each provision hereof will be valid and will be enforced to the fullest extent permitted by law. Section 4.3. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia. Section 4.4. Waiver. The failure of either party to insist upon a strict performance of any of the terms or provisions of this Agreement or to exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right or remedy, but the same shall continue and remain in full force and effect. No waiver by either party of any term or provision hereof shall be deemed to have been made unless expressed in writing and signed by such party. Section 4.5. Successors and Assigns. The provisions of this Agreement shall apply to, inure to the benefit of and bind the Parties and the respective successors and assigns thereof. Section 4.6. party. Third Party Beneficiaries. This Agreement shall not inure to the benefit of any third

Section 4.7. Relationship of the Parties. Nothing contained herein shall be construed or interpreted as creating a partnership, joint enterprise or joint venture between or among the Parties. It is understood that the relationship between the parties is an arms-length one that shall at all times be and remain separate with respect to their interests in each tract. No Party shall have the right to act for or on behalf of another Party, as agent or otherwise, unless expressly authorized to do so by separate written instrument signed by the Party to be charged or bound. Section 4.8. Interpretation. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party by any court or other governmental or judicial authority by reason of such Party having or being deemed to have structured or dictated such provision. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural; and the plural shall include the singular. Titles of Articles and Sections of this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections or Subsections thereof shall refer to the corresponding Article, Section or Subsection of this Agreement unless specific reference is made to the articles, sections or subdivisions of another document or instrument. [EXECUTION ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed under seal effective the date and year first above written. Signed, sealed and delivered in the presence of: ________________________ Unofficial Witness ________________________ Notary Public (Notary Seal) Augusta, Georgia By:________________________ As its Mayor Attest:______________________ As its Clerk of Commission (Seal)

Signed, sealed and delivered in the presence of: ________________________ Unofficial Witness ________________________ Notary Public (Notary Seal)

THE DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF AUGUSTA, GEORGIA By:________________________ As its Chairman Attest:______________________ As its Secretary (Seal)

Signed, sealed and delivered in the presence of: ________________________ Unofficial Witness ________________________ Notary Public (Notary Seal)

Augusta Riverfront, LLC, a Georgia limited liability company By:________________________ Paul S. Simon As its President (Seal)

Exhibit A Drawings of Kitchen

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