Tee Catering Agreement Major Issues at 11/2/2012

Since most of the language in the Catering Agreement mirrors the language of the previously-reviewed and annotated Management, this document will only be annotated with comments and questions unique to this agreement Primary Issues 1. Phantom legal documents should not be referenced. 2. ARLLC is both Conference Center operator and Caterer with a captive LLC between them. Isnt this just a fiction to eliminate a clear conflict of interest? 3. Controls over inventories of food and beverage to prevent co-mingling being in place before contract execution should be mandatory. 4. If Kitchen doesnt serve Hotels, cant that reference be taken out? 5. Cross over events into the Conference Center will deprive the Tee Center of catering revenues, while the agreements relieve the Conference Center of costs.
Page by Page Primary and Secondary Issues Page 1 Where is "that certain Conference Center Management Agreement dated as of __________, 2012"? Does "in the LOCALE OF THE TEE CENTER" mean that the catering services can be delivered in the Conference Center? How will that be accounted for? ARLLC owns the hotels. ARLLC manages the Conference Center. Another LLC, ACCMLLC, is the Tee Center Manager. Then, ARLLC is under its wholly owned Subsidiary ACCMLLC as caterer? Page 2 GAAP is a catch-all. Expenses should be clearly and comprehensively defined, because then the contract prevails, not a catch-all phrase used by financial accountants. Page 7 Controls over inventories of food and beverage to prevent co-mingling being in place before contract execution should be mandatory. Page 9

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Tee Catering Agreement Major Issues at 11/2/2012

It was noted that this reverses the terms of the 2007 Term Sheet with respect to repair and maintenance of kitchen equipment in that Term Sheet. Also remarks made by ARLLC in the 2nd work session confirm that repair and maintenance were LLC costs under the 2007 Term Sheet. Page 11 Why does the Caterer need the same magnitude of contracting/spending authority as the Manager of the whole Tee Center? The Caterer is also the Conference Center operator, ARLLC, so if ARLLC enters into a contested agreement covering BOTH Conference Center and Tee Center Services, won't Augusta find itself paying legal costs for the Conference Center portion that ARLLC is responsible for? No contracts should be allowed that cross over from the Tee Center to the Conference Center because of the disparity in fees, lack of severability between operations in terms of liability. To do otherwise will expose Augusta to having indemnified risks on the Conference Center Side that are properly paid by ARLLC. Page 12 Purchases paid for through the Operating Account should be restricted to those for flowing through the Tee Center procurement and AP systems for proper segregation from Caterers purchases for the Conference Center. Utilities should be separately metered. Otherwise there should be an engineering study of the relative uses of power. Page 14 Manager, who is a wholly owned captive of ARLLC, is going to approve or reject ARLLC's budget? Isnt this Conflict of Interest writ large? So, the Caterer's Plan is also a planning tool and the Manager - which is an affiliate or likely a subsidiary of the Caterer. How can Augusta get costs capped when there is one "planning tool" budget for Caterer within another "planning tool budget" for the Manager? Page 16 Shouldn't there be insurance certificates from ARLLC as Convention Center Manager and Caterer back to Augusta on the Conference Center since some exhibition events will be in both?

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