Form of Trust Agreement Amendment



 EXHIBIT 10.5 
 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT 
 This Amendment (this “Amendment”), dated as of                     , 2010, to the Investment Management Trust Agreement (as
defined below) is made by and among Sports Properties Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not
defined herein shall have the meanings assigned to them in the Agreement (as defined below). 
 WHEREAS, the Company and
the Trustee entered into an Investment Management Trust Agreement dated as of January 17, 2008 (the “Investment Management Trust Agreement”); and 
 WHEREAS, the parties desire to amend the Investment Management Trust Agreement upon the terms and conditions herein provided. 
 NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 
  

	1.	Section 1(i) of the Investment Management Trust Agreement shall be amended and restated in its entirety as follows: 

 “(i) commence liquidation of the Trust Account upon receipt of the Officers’ Certificate signed by the Chief Executive Officer and
Chief Financial Officer in accordance with the terms of a letter (the “Termination Letter”), in a form substantially similar to that attached hereto as Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive
Officer and Chief Financial Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein as part of the
Company’s plan of dissolution and liquidation. The Trustee understands and agrees that, except as provided in Section 1(i) and Section 2 hereof, disbursements from the Trust Account shall be made only pursuant to a duly executed
Termination Letter, together with the other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the stock vote in favor of the Business Combination (as
hereinafter defined). In all cases, the Trustee shall provide Banc of America with a copy of any Termination Letter, Officers’ Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust
Account promptly after it receives same. As used in this Agreement, the term “Business Combination” means (x) the acquisition by the Company, through merger, capital stock exchange, asset acquisition, stock purchase,
exchangeable share transaction, joint venture or other similar business combination with, one or more domestic or international operating businesses in the sports, leisure and entertainment industries, as more fully described in the prospectus
forming a part of the Registration Statement or (y) consummation of substantially all of the transactions contemplated by the Framework

  

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Agreement, dated as of November 18, 2009, between the Company and Medallion Financial Corp. As of the date 24 months from the date of this Agreement, if the Company has failed to consummate a
Business Combination (“Termination Date”), the Company shall commence liquidation of the Trust Account. The Trustee, upon consultation with the Company and Banc of America, shall deliver a notice to Public Stockholders of record as
of the Termination Date, by U.S. mail or via the Depository Trust Company (“DTC”), within five days of the Termination Date, to notify the Public Stockholders of such event and take such other actions as it may deem necessary to
inform the Beneficiaries. Promptly thereafter, the Trustee shall deliver to each Public Stockholder its ratable share of the Property against satisfactory evidence of delivery of the stock certificates by the Public Stockholders to the Company
through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to the Trustee.” 
  

	2.	Exhibit A of the Investment Management Trust Agreement is hereby replaced in its entirety by Exhibit A attached hereto. 

  

	3.	All other provisions of the Investment Management Trust Agreement shall continue in full force and effect from the date hereof until terminated in accordance with the
terms of the Investment Management Trust Agreement. 

  

	4.	This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with
the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment. 

  

	5.	This Amendment is intended to be in full compliance with the requirements for an Amendment to the Investment Management Trust Agreement as required by Section 8(c)
of the Investment Management Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Investment Management Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.


  

	6.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of another jurisdiction. 

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 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the authorized
officers of each of the undersigned as of the date first above written. 
  

									
		 		 		 	SPORTS PROPERTIES ACQUISITION CORP.
					
		 		 		 	By:	 	  

		 		 		 		 	Name:
		 		 		 		 	Title:
				
		 		 		 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
					
		 		 		 	By:	 	  

		 		 		 		 	Name:
		 		 		 		 	Title:
				
	ACCEPTED AND AGREED:	 		 		 	
				
	BANC OF AMERICA SECURITIES, LLC	 		 		 	
					
	By:	 	  
	 		 		 	
		 	Name:	 		 		 	
		 	Title:	 		 		 	

  

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 EXHIBIT A  
 [Letterhead of Company] 
 [Insert date] 
 Continental Stock Transfer & Trust Company 
 17 Battery Place 
 New York, New York 10004 
 Attn: Steven G. Nelson and Frank A. Di Paolo 
 Re: Trust Account No.
[    ] Termination Letter  
 Gentlemen: 
 Pursuant to Section 1(i) of the Investment Management Trust Agreement between Sports Properties Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of January 17, 2008 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement (the “Business Agreement”)
with [            ] (“Target Business”) to consummate the transactions contemplated by the Business Agreement (the “Business Combination”) on or about
[insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”) and shall provide you with an Officers’ Certificate
in accordance with Sections 1(i) and 3(e) of the Trust Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Trust Agreement. 
 In accordance with paragraph A of Article 6 of the Amended and Restated Certificate of Incorporation of the Company, the Business
Combination has been approved by the stockholders of the Company and by the Public Stockholders holding a majority of the IPO Shares, and Public Stockholders holding less than 50% of the IPO Shares have voted against the Business Combination and
given notice of exercise of their conversion rights described in paragraph B of Article 6 of the Amended and Restated Certificate of Incorporation of the Company. Pursuant to Section 3(e) of the Trust Agreement, we are providing you
with [an affidavit] [a certificate] of                     , which verifies the vote of the Company’s stockholders in connection with the
Business Combination. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company and Banc of America shall direct in writing on the Consummation Date. 
 On the Consummation Date, (i) counsel for the Company shall deliver to you written notification that (a) all of the conditions to closing of the Business Combination have been satisfied and the
closing date for such Business Combination has been consummated or will, concurrently with your transfer of funds to the accounts as directed by the Company, be consummated, and has been scheduled pursuant to the terms of the Business Agreement;
(ii) the Company shall deliver along with the oath and report of inspector of election certified by an independent inspector which may be the Trustee or as otherwise appointed by Banc of America (collectively, the “Report”);
and (iii) the Company and Banc of America shall deliver to you joint written instructions with respect to the transfer of the funds, including the Contingent

  

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Discount, held in the Trust Account (“Instructions”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the
counsel’s letter, the Report, evidence of delivery of the Stock Certificates, the Officers’ Certificate and the Instructions in accordance with the terms of the Instructions. Notwithstanding the foregoing, upon verification of receipt by
you of the Instructions, we hereby agree and acknowledge that the Property in the Trust Account shall be distributed as follows: (1) first, to Banc of America by wire transfer (or as otherwise directed by Banc of America) in immediately
available funds, the aggregate amount equal to [                    ] and (2) thereafter, to any other Beneficiary in accordance with the terms
of the Instructions. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company and Banc of America of the same and, if the amount set forth in
sub-clause (1) shall not have been paid in full, Banc of America and the Company shall issue joint written instructions directing you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to
the Company and/or Banc of America. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. 
 In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not
notified you on or before the original Consummation Date of a new Consummation Date, then the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date, as
set forth in the notice. 
  

			
	Very truly yours,
	
	SPORTS PROPERTIES ACQUISITION CORP.
		
	By:	 	  

		 	Name: Tony Tavares
		 	Title: President and Chief Executive Officer
		
	By:	 	  

		 	Name: Larry D. Hall
		 	Title: Chief Financial Officer


  

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