R-92-1757 - 10/6/1992RESOLUTION NO. 115
WHEREAS, on December 20, 1989, the City of Round Rock ( "City ")
- and CCA Silband /Golfcorp /Round Rock, Inc. ( "CCA ") entered into that
one certain Management Agreement for the operation of the City's golf
course, and
WHEREAS, City and CCA wish to amend and revise the Agreement to
provide for a Limited Guaranty and corrected property description, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS
That the Mayor is hereby authorized and directed to execute on
behalf of the City the Second Amendment To Management Agreement By And
Between City of Round Rock, Texas ( "Lessee ") and CCA
Silband /Golfcorp /Round Rock, Inc. ( "Operator "), a copy of said Second
Amendment being attached hereto and incorporated herein for all
purposes.
RESOLVED this 6th day of October, 1992.
ATTEST:
NE LAND, Secretary
RS10062B
MIKE ROBINSON, Mayor
City of Round Rock, Texas
G2nd Amend
SECOND AMENDMENT TO MANAGEMENT AGREEMENT
BY AND BETWEEN CITY OF ROUND ROCS, TEXAS ("LESSEE")
AND CCA 8XLB wn /GOLFCORP /RODND ROCS, INC. ("OPERATOR")
This Second Amendment To Management Agreement ( "Second Amend-
ment") is entered into effective as of September , 1992, by and
between the City of Round Rock, Texas ( "Texas ") and CCA Silband/
Golfcorp /Round Rock, Inc., ( "Operator ").
Recitals
WHEREAS, Lessee and Operator on December 20, 1989, entered into
that one certain Management Agreement ( "Agreement "), and
WHEREAS, said Agreement was amended by the First Amendment To
Management Agreement, which was entered into effective on March 28,
1991, and
WHEREAS, Lessee and Operator wish to amend and revise the Agree-
ment as provided below, Now Therefore;
For and in consideration of Ten and No /100 Dollars ($10.00) and
other good and valuable consideration, the sufficiency of which is
hereby acknowledged by the undersigned, Lessee and Operator do hereby
amend and modify the Agreement as follows:
I.
Paragraph 4.1.2. is deleted in its entirety and the following is
substituted therefor:
4.1.2. Gross Receipts Fee. On the first day of each
calendar month, Operator shall earn and be entitled to deduct
from Gross Receipts after payment by Operator of Debt Service
required pursuant to Section 4.3., and Operating Expenses have
been deducted for the particular month a sum equal to two percent
(2 %) of Gross Receipts for the prior calendar month (the "Gross
Receipts Fee "). In no event, however, shall the Gross Receipts
Fee exceed the Base Management Fee accrued in any year of the
Term which begins on the Commencement Date or the anniversary
date thereof. The amended Gross Receipts Fee shall be applied
retroactively to the Commencement Date of this Agreement.
II.
Paragraph 6.5. is deleted in its entirety and the following is
substituted therefor:
6.5. Limited Guaranty Agreement. Beginning on the effective
date of this Second Amendment and continuing throughout the Term,
Operator shall secure and maintain for the benefit of Lessee a
limited guaranty agreement in the form of Exhibit "D" attached
hereto (the "Limited Guaranty Agreement "). Lessee acknowledges
and agrees that: (i) Operator does not have any obligation to
secure or maintain any letter or letters of credit in connection
with this Agreement, and (ii) the Guaranty Agreement, as here-
inafter defined, is null and void and terminated in all respects
and GolfCorp, as hereinafter defined, has no further liability or
obligations arising directly or indirectly from the Guaranty
Agreement. The term "Guaranty Agreement' means the Guaranty
Agreement dated January 10, 1990, executed by CCA Silband /Golf
Corp ("GolfCorp") whereby GolfCorp guaranteed the performance by
Operator of Operator's prior obligations to deliver a letter of
credit.
Paragraph 21.1. is deleted in its entirety and the following is
substituted therefor:
21.1. Independent Corporation. Lessee recognizes and
acknowledged that Operator is an independent corporation,
chartered under the laws of the State of Texas, and with the
exception of the Limited Guaranty Agreement provided for in
Paragraph 6.5., is solely responsible for the obligations and
liabilities recited herein, arising hereunder, or in any manner
related to the transactions contemplated hereby, and Lessee
further recognizes and acknowledges that no other entity or
entities, including (i) Operator's shareholders, (ii) any
officer, employee or individual, or (iii) any corporation
affiliated with Operator, is in any manner liable or responsible
for the obligations and liabilities of Operator, whether recited
herein, arising here - under, or in any manner related to the
transactions contemplated hereby, with the exception of the
Corporate Guaranty provided for in Paragraph 6.5.
2.
Iv.
Exhibit "C" describing by metes and bounds approximately 185.25
acres of land is deleted in its entirety and Exhibit "C" attached
hereto is substituted therefor.
v.
To the extent necessary to effect the terms and provisions of
this Second Amendment, the Agreement is hereby amended and modified.
In all other respects, the Agreement is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed by their proper, duly authorized corporate
officers, all as of the day and year first above set forth.
LESSEE:
CITY OF ROUND ROCK
3 .
By:
Mike Robinson, Mayor
OPERATOR:
CCA SILBAND /GOLFCORP /ROOND ROCK,
INC.
By:
James A. Husband, President
STATE OF TEXAS
COUNTY OF WILLIAMSON )
WHEREAS, CCA SILBAND /GOLFCORP /ROUND ROCK, INC., a Texas corporation
( "Operator ") is or may become indebted to the City of Round Rock, Texas ("Lessee) pursuant
to the terms of the Management Agreement Dated December 1, 1989, and as amended from time
to time (the "Management Agreement");
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the undersigned, CCA SILBAND /GOLFCORP, a Califomia corporation
("Guarantor ") hereby guarantees to Lessee the prompt payment when due of the Guaranteed
Indebtedness (as hereinafter defined), upon the following terms and conditions:
1. The term "Guaranteed Indebtedness," as used herein, shall mean: (a) the amount, if any,
during any calendar month by which: (i) the amount of the payments that are due from Operator
to Lessee which are set forth on the schedule attached hereto as Exhibit "A" and incorporated
herein for all purposes (the "Debt Service Payments ") in accordance with the provisions of the
Management Agreement, exceed (ii) the portion of the Debt Service Payments funded solely by
Operator; (such monthly amount, if any, shall hereinafter referred to as the "Shortfall Payment ")
provided, however, the cumulative amount of the Shortfall Payments that Guarantor shall be
required to pay shall not exceed the sum of THREE HUNDRED THOUSAND AND NO /100
DOLLARS ($300,000.00) (the "Maximum Amount ") provided, further, Guarantor shall
automatically receive a dollar for dollar credit against the Maximum Amount for each ONE
AND N0 /100 DOLLAR ($1.00) that is paid to Lessee as a Shortfall Payment and the amount
of the guaranty of Guarantor hereunder shall be automatically reduced by the amount of each
such payment under this guaranty and, provided further, Guarantor shall have the option of
funding the Shortfall Payments directly to Lessee or funding such Shortfall Payments to Operator
and having Operator remit such payments to Lessee provided, however, in either event, each
time Guarantor funds a Shortfall Payment Lessee shall be provided written notice that Guarantor
has funded such payment and the amount thereof within thirty (30) days of the date of such
funding, (b) interest on the then unpaid portion of the Maximum Amount to the extent that a
court of law awards a judgment including interest attributable to interest on the then unpaid
portion of the Maximum Amount, and (c) any court costs, reasonable attorneys' fees and
expenses arising out of Guarantor's failure to pay the Shortfall Payments, if any, under the terms
of this guaranty.
Exhibit "D" - Page 1 of 3
LIMITED GUARANTY AGREEMENT
2. Subject to the limitations set forth herein, this instrument is and shall be a continuing limited
guaranty and the circumstances that Operator may have paid in full the Debt Service Payments
then due under the Management Agreement will not affect the obligation of Guarantor with
respect to future Debt Service Payments.
3. In the event of a Default (as defined in the Management Agreement) by Operator in the
payment of the Guaranteed Indebtedness, or any part thereof, Guarantor shall, on written
demand and without further notice of such written demand and without any notice having been
given to Guarantor previous to such demand, pay the unpaid amount due Lessee for the then
current unpaid amount of the Debt Service Payments then currently due subject to the limitations
set forth in Section 1 hereof, and it shall not be necessary first for Lessee to institute suit or
exhaust its remedies against Operator or others liable on such indebtedness, or to enforce its
rights against any security which shall have ever been given to secure such indebtedness.
4. Guarantor hereby agrees that its obligations under the terms of this guaranty shall not be
released, diminished, impaired, reduced, or affected by the occurrence of any one or more of
the following events: (a) the taking or accepting of other security or guaranty for any or all of
the Guaranteed Indebtedness; (b) any release, surrender, exchange, subordination, or loss of
any security at any time existing in connection with any or all of the Guaranteed Indebtedness;
(c) the insolvency, bankruptcy, or lack of corporate power of Operator or Guarantor, or any
party at any time liable for the payment of any or all of the Guaranteed Indebtedness, whether
now existing or hereafter occurring; (d) any renewal, extension, and /or rearrangement of the
payment of any or all of the Guaranteed Indebtedness, either with or without notice to or consent
of Guarantor, or any adjustment, indulgence,forbearance, or compromise that may be granted
or given by Lessee to Operator or Guarantor, (e) any neglect, delay, omission, failure, or refusal
of Lessee to take or prosecute any action for the collection of any of the Guaranteed
Indebtedness or to foreclose or take or prosecute any action in connection with any instrument
or agreement evidencing or securing all or any part of the Guaranteed Indebtedness; (f) the
unenforceability of all or any part of the Guaranteed Indebtedness against Operator by reason
of the fact that the Guaranteed Indebtedness exceeds the amount permitted by law, the act of
creating the Guaranteed Indebtedness, or any part thereof, is ultra vires, or the officers creating
same acted in excess of their authority; or (g) any payment by Operator to Lessee is held to
constitute a preference under the bankruptcy laws or if for any other reason Lessee is required
to refund such payment or pay the amount thereof to someone else.
5. This guaranty is for the benefit of Lessee and Lessee's personal representatives, successors,
and assigns, and in the event of an assignment of the Guaranteed Indebtedness, or any part
thereof, the rights and benefits hereunder, to the extent applicable to the indebtedness so
assigned, may be transferred with such indebtedness subject to the limitations set forth in Section
1 hereof. This guaranty is binding not only on Guarantor but on Guarantor's successors and
assigns.
Exhibit "D" - Page 2 of 3
6. The guaranty of Guarantor set forth herein is expressly limited in accordance with the
provisions of Section 1 hereof and the terms of the guaranty of Guarantor shall not be enlarged,
modified or amended in any manner or way without an agreement in writing signed by
Guarantor.
7. Notwithstanding anything contained herein to the contrary, in the event of the termination
of the Management Agreement for any reason whatsoever, or cessation by Operator of the
operation of the Club, as defined in the Management Agreement (hereinafter referred to as a
"Management Agreement Termination "), - the obligations of Guarantor under this Limited
Guaranty Agreement shall automatically terminate and Guarantor shall have no further liability
or obligations under this Limited Guaranty Agreement, save and except for a Management
Agreement Termination arising from a Default (as defined in the Management Agreement) by
Operator which is not cured within the time permitted after written notice thereof to Operator
in which event the obligations of Guarantor hereunder shall not automatically terminate
hereunder subject, however, to the limitations set forth in Section 1 hereof.
8. This guaranty is executed and delivered as an incident to a transaction negotiated,
consummated, and performable in Williamson County, Texas, and shall be construed according
to the laws of the State of Texas.
EXECUTED this the day of , 1992.
GUARANTOR:
CCA SILBAND /GOLFCORP
Exhibit "D" - Page 3 of 3
By
Print Name:
Title:
DEBT SERVICE SCHEDULE
DDa% Debt Swim
12/0149 f 000
121/1/90 657.917.50
12103191 I$7,921.30
12/01/92 657 .92130
321e133 1 67 027.59
12(01196 637.927.51
12(01193 ' 637.927.30
12101190 297.927.50
12103197 1011127.50
12(01/91 797.465.00
12/01199 797.615.00
12/01101 101,233.00
12/01101 797,135.00
12/01102 797 .941100
12/03101 79 0
12/01/03 799.15000
12 100,02010
12/01107 IN gam
12101/01 793.300(00
!Mon 797,500.00
1210)111 797,500.00
791,000.00
12101/12 7911,500.00
Illrslri3 791,300.00
12■1114 797
SI!
EXHIBIT A
FIELD NOTES
FOREST CRUX GOLF CLUB
BEING 185.25 acres of land out of the E. W. Matthews Survey, Abstract No. 449,
and the John 11. Randall Survey, Abstract No. 531, Williamson County, Texas, being
all of that certain 15.25 acre tract of land described in a deed to the City of
Round Rock recorded in Volume 1853 at Page 855, Official Records, Williamoon
County, and 170.00 acres out of that certain 582.35 acre tract of land described
in a decd to the Ben Franklin Corporation recorded in Volume 1020 at Page 812,
Official Records of Williamson County, and being more particularly described by
metes and bounds as follows, to wit:
TRACE
BEGINNING at the most northerly northeast corner of said 582.35 acre tract, said
Beginning Point also being the southeast corner of Oak Bluff Estates, Phase 2, a
subdivision of record filed In Cabinet F, Slide 253, Plat Records of Williamson
County;
THENCE S 11° 59' 28" W a distance of 241.09 feet with the east line of said
582.35 acre tract to an Iron rod set at the nest northerly corner of geld 15.25
acre tract;
THENCE S 44° 23' 26" E a distance of 362.62 feet to an iron rod set at the
northeast corner of said 15.25 acre tract;
THENCE S 12° 43' 00" 17 a distance of 1068.00 feet to an iron rod at the southeast
corner of said 15.25 acre tract In the north line of said 582.35 acre tract;
THENCE N 89° 17' 00" W a distance of 250.00 feet with the north line of said
582.35 acre tract and the south line of said 15.25 acre tract to an Iron rod,
from which an iron rod at the southwest corner of said 15.25 acre tract bears
N 89° 17' W a distance of 490.00 feet;
THENCE traversing the interior of said 582.35 acre tract, the following described
courses and distances to Iron rods set:
(1) S 00° 00' 00" W a distance of 185.00 feet;
(2) S 73° 08' 37" E a distance of 491.70 feet;
(3) N 87° 47' 51" E a distance of 910.67 feet;
(4) 5 71° 18' 25" E a distance of 702.03 feet:
(5) S 41° 49' 46" E a distance - of 249.69 feet:
(6) S 12° 06' 57" W a distance of 428.54 feet;
(7) S 63" 30' 59" E a distance of 192.50 feet;
(8) S 06° 19' 50" W a distance of 195.32 feet;
(9) S 67" 12' 02" W a distance of 209.34 feet;
(10) S 03" 27' 20" E a distance of 133.67 feet;
(11) S 70° 46' 37" W a distance of 337.32 feet;
(12) N 37° 21' 55" W a distance of 80.59 feet;
(13) N 73° 21' 35" W a distance of 861.06 feet;
(14) N 79° 41' 42" W a distance of 479.02 feet;
(15) N 85° 13' 05" W a distance of 113.57 feet;
(16) N 73" 15' 50" W a distance of 97.58 feet;
(17) S 61° 31' 35" W a distance of 59.27 feet;
(18) S 14° 32' 49" W a distance of 629.23 feet;
(19) S 35° 34' 39" W a distance of 665.09 feet:
(20) N 83° 58' 40" W a distance of 213.1G feet;
EXHIBIT
"C J
(21) N 55° 02' 00" W a distance of 167.70 feet;
(22) N 03° 13' 30" E a distance of 592.02 feet;
(23) N 62° 54' 16" E a distance of 231.51 feet;
(24) N 00° 00' 00" E a distance of 215.00 feet;
(25) N 43° 36' 10" E a distance of 290.00 feet;
(26) N 08° 12' 44" W a distance of 115.12 feet;
(27) N 32 48' 33" IV a distance of 477.18 feet;
(28) N 01° 50' 47" W a distance of 532.27 feet;
(29) N47° 40' 35" lY a distance of 118.82 feet;
(30) N 09° 17' 54" W a distance of 310.19 feet;
(31) N 07° 12' 51" E o distance of 786.85 feet;
(32) N 50° 33' 43" W a distance of 146.28 feet;
(33) N 77° 28' 40" W a distance of 129.26 feet;
(34) S 54° 45' 43" iY a distance of 574.87 feet;
(35) S 41° 49' 01" IY a distance of 674.91 feet;
(36) S 03° 16' 37" E a distance of 73.15 feet to an iron rod set in the north line
of Golf Road;
(37) N 59° 49' 56" SY a distance of 405.72 feet with the north line of said Golf
Road to an iron rod set;
(38) N 30° 10' 04" E a distance of 42.96 feet;
(39) N 07° 40' 14" W a distance of 299.68 feet;
(40) N 00° 39' 17" E a distance of 175.01 feet;
(41) N 32° 12' 39" E a distance of 118.19 feet;
(42) N 61° 45' 31" E a distance of 111.23 feet;
(43) N 79° 39' 30" E a distance of 231.84 feet;
(44) N 58" 08' 42" E a distance of 351.95 feet;
(45) N 24° 26' 38" E a distance of 226.91 feet to an iron rod set In the south
line of Golf Road;
TRACT 1 (Continued)
TRACT 1 (Continued)
THENCE along and with the southerly line of Golf Road.
four (4) courses and distances:
the following described
(1) S 88° 54' 23" E a distance of
beginning of a curve to the right;
(2) An are distance of 138.62 feet with said curve to
having a central angle of 6° 59' 52 ". a radius of 1134.99
feet. and a chord bearing and distance of S 85° 24' 27" E
rod found at the point of tangency of said curve;
(3) S 81° 54' 31" E a distance of 84.27 feet to an
beginning of a curve to the left;
(4) An are distance of 240.06 feet with said curve to the left, said curve having
a central angle of 59° 48' 05 ". a radius of 230.00 feet, tangents of 132.26 feet,
and a chord bearing and distance of N 68° 11' 27" E 229.31 feet, to an iron rod
found at the intersection of the southerly line of said Golf Road and the north
line of said 582.35 acre tract;
THENCE along and with the north line of said 582.35 acre tract and the south line
of said Oak Bluff Estates, Phase 2, the following described three (3) courses and
distances:
236.04 feet to an iron rod found at the
the right, said curve
feet, tangents of 69.40
138.53 feet, to an iron
iron rod found at the
(1) S 88° 53' 40" E a distance of 89.20 feet to an iron rod found;
(2) S 88° 47' 57" E a distance of 380.72 feet to an iron rod found, and;
(3) S 89° 02' 29" E a distance of 501.86 feet to the Place of Beginning,
containing 145.4457 acres of land.
SAVE AND EXCEPT PARCEL 1, described as follows, to wit:
BEGINNING at an iron rod set in the interior of the above described Tract 1, from
which the northeast corner of said 582.35 acre tract described in Volume 1020,
Page 812, Official Records of WYilliaoson County, (also being the northeast corner
of Tract 1). bears N 10° 12' 08" E a distance of 2008.84 feet;
THENCE traversing the interior of said 130.1957 acre tract, the following
described courses and distances to iron rods set;
(1) S 59° 10' 43" E a distance of 286.11 feet;
(2) S 82° 42' 15" E a distance of 256.26 feet;
(3) N 84° 11' 36" E a distance of 593.04 feet;
(4) N 65° 03' 22" E a distance of 237.12 feet;
(5) S 53° 33' 39" E a distance of 665.02 feet;
(6) S 10° 14' 05" Ea distance of 365.82 feet;
(7) S 20° 33' 22" W a distance of 170.88 feet;
(8) S 59° 51' 31" W a distance of 115.00 feet;
(9) N 68° 55' 55" W a distance of 397.09 feet;
(10) N50° 37' 50" W a distance of 252.24 feet;
(11) N 86° 18' 31" IV a distance of 621.29 feet;
(12) N 70° 27' 48" W a distance of 164.47 feet;
(13) S 61° 08' 59" 1V a distance of 190.66 feet;
(14) N 56° 43' 30" 10 a distance of 153.10 feet;
(15) N 36° 08' 31" W a distance of 220.42 feet;
(16) N 25° 06' 53" 1V a distance of 168.12 feet. and;
(17) N 18° 35' 36" E a distance of 286.88 feet to the Place of Beginning,
containing 25.2753 acres of land.
AND ALSO TRACT 2. described as follows, to wit:
BEGINNING at an iron rod set in the southerly line of Golf Road, from which the
northeast corner of said 582.35 acre tract bears N 55° 29' 40" E a distance of
2490.84 feet;
THENCE traversing the interior of said 582.35 acre tract. the following described
courses and distances to iron rods set;
(1) S 03° 16' 42" E a distance of 172.03 feet;
(2) S 65° 02' 25" IV a distance of 323.33 feet;
(3) S 10° 27' 36" I7 a distance of 400.32 feet;
(4) S 18° 21' 32" E a distance of 548.24 feet;
(5) S 00° 00' 00" E a distance of 161.86 feet;
i
(6) S 45° 35' 55" IV a distance of 328.92 feet;
(7) S 62° 39' 48" W a distance of 132.83 feet;
(8) S 19° 44' 27" IV a distance of 48.14 feet to an iron rod set in the northerly
line of Golf Road;
(9) N 70° 15' 53" IV a distance of 146.91 feet with the north line of Golf Road to
an iron rod set;
(10) N 19° 44' 10" E a distance of 96.36 feet;
(11) N 19° 13' 50" 17 a distance of 227.71 feet;
(12) N 48° 14' 23" W a distance of 187.68 feet;
(13) N 90° 00' 00" W a distance of 260.00 feet;
(14) S 81° 47' 34" W a distance of 475.50 feet;
(15) S 64° 17' 29" IY a distance of 95.14 feet;
(16) S 46° 47' 24" IV a distance of 85.12 feet;
(17) S 28° 48' 59" W a distance of 293.23 feet to an Iron rod set in the north
line of Golf Road;
PARCEL 1 (Continued)
TRACT 2 (Continued)
(18) M arc distance of 210.00 feet with the north line of said Golf Road, said
north line being a curve to the left having a central angle of 23° 08' 19 ", a
radius of 520.00 feet, tangents of 106.45 feet, and a chord bearing and distance
of N 77° 58' 57" IV 208.58 feet, to an iron rod set;
(19) N 08" 31' 04" IV a distance of 103.05 feet;
(20) N 57 08' 21" 1V a distance of 191.67 feet;
(21) N 61° 28' 37" IV a distance of 471.77 feet;
(22) N 01° 09' 00" E a distance of 224.77 feet;
(23) N 30° 05' 17" E a distance of 269.28 feet;
(24) N 09° 10' 59" IV a distance of 626.69 feet;
(25) N 18° 49' 17" W a distance of 132.25 feet;
(26) S 75° 00' 00" IV a distance of 20.00 feet;
(27) N 27° 19' 05" IV a distance of 115.46 feet;
(28) N 08° 41' 22" E a distance of 117.28 feet; '
(29) N 73° 36' 11" E a distance of 200.60 feet;
(30) N 25° 15' 48" E a distance of 96.35 feet;
(31) N 52° 48' 39" E a distance of 177.48 feet;
(32) N 46° 31' 54" E a distance of 437.22 feet;
(33) N 52° 16' 52" E a distance of 494.26 feet;
(34) N 05° 41' 35" IV a distance of 286.74 feet;
(35) N 89° 49' 52" E a distance of 228.02 feet;
(36) S 75° 38' 46" E a distance of 75.39 feet;
(37) S 61° 23' 10" E a distance of 75.22 feet;
(38) S 25° 08' 10" E a distance of 79.27 feet;
(39) S 07° 51' 10" IV a distance of 81.81 feet;
(40) S 54° 17' 36" E a distance of 174.08 feet;
(41) S 19° 39' 22" E a distance of 420.78 feet;
(42) S 54° 28' 33" E a distance of 475.71 feet;
(43) N 36° 09' 31" E a distance of 26.21 feet to an iron rod set in the south line
of Golf Road;
(44) An are distance of 210.32 feet with the south line of said Golf Road, said
south line being a curve to the Left having a central angle of 22° 16' 25 ", a
radius of 541.03 feet, tangents of 106.51 feet, and a chord bearing and distance
of S 48° 41' 44" E 209.00 feet, to an iron rod found at the point of tangency of
said curve;
(45) S 59° 49' 56" E a distance of 530.52 feet with the south line of said Coif
Road to the Place of Beginning, containing 118.4600 acres of land.
SAVE AND EXCEPT PARCEL 2, described as follows, to wit,
BEGINNING at an iron rod set in the interior of the above described Tract 2. from
which the northeast corner of said 582.35 acre tract described in Voltrne 1020,
Page 812, Official Records of Williamson County, bears N 63° 22' 40" E a distance
of 2903.79 feet;
TIII•4CE traversing the interior of said 118.4600 acre Tract 2, the following
described courses and distances to iron rods set;
(1) S 15° 56' 43" tY a distance of 135.00 feet;
(2) S 32° 29' 26" 1Y a distance of 154.35 feet;
(3) S 10° 50' 05" 11 a distance of 425.59 feet;
(4) S 00° 47' 07" E a distance of 221.07 feet;
(5) S 68° 36' 00" W a distance of 1177.19 feet;
(6) N 71° 50' 18" 1Y a distance of 120.23 feet;
(7) N 49° 32' 18" 1Y a distance of 198.82 feet;
(8) N 22° 49' 00 "‘8Y a distance of 90.58 feet;
(9) S67° 11' 00" 1Y a distance of 152.19 feet;
(10) N 28 27' 38" W a distance of 48.46 feet;
(11) N 30° 21' 46" E a distance of 310.60 feet;
(12) N 21° 00' 23" 16 a distance of 772.36 feet;
(13) N 49° 18' 38" Ea distance of 676.38 feet;
(14) N 43° 37' 01" E a distance of 556.66 feet;
(15) S 66° 18' 34" E a distance of 107.02 feet;
(16) S 17° 41' 23" E a distance of 396.44 feet;
(17) S 67° 22' 48" E a distance of 825.00 feet to the Place of Beginning,
containing 53.3804 acres of land.
COALTER a ASSOCIATES, SURVEYORS
Stan Coalter, RPS, ISIS
7 -21 -91
DATE: October 2, 1992
SUBJECT: City Council Meeting, October 6, 1992
ITEM: 9.B. Consider a resolution authorizing the Mayor to execute an
amendment to the Golf Course Management Agreement.
STAFF RESOURCE PERSON: Bob Bennett
STAFF RECOMMENDATION:
This agreement changes the financial consideration in the contract
between CCA Silband Golfcorp; a letter of credit to cover debt service is
same, November 20, 1994.,
being replaced with a corporate guarantee; and the fees earned by CCA Silband
are being reduced. This agreement does not decrease the financial protection
of the public.
Specifically, CCA will be paid the current Base Management Fee and see
a reduction in the gross receipts fee from 7% to 2 %. This new calculation
will be retroactive to the opening of the Golf Course, November, 1990, an
irrevocable letter of credit for $260,000 plus or minus, will be'replaced
with a corporate guarantee of $300,000. The termination-date remains the
John M. Theirl
Direct Dial No. (214) 651 -3372
VIA FEDERAL EXPRESS #2690067623
Stephan L. Sheets, Esquire
Stephan L. Sheets and Associates, P.C.
309 East Main Street
Round Rock, Texas 78664
Dear Stephan:
/jmt
Enclosures
cc: Mr. James Hinkley
Mr. Mike Carroll
Mr. Norm Goodmanson
McCauley, Macdonald, Love & Devin
A PROFESSIONAL CORPORATION
ATTORNEYS AND COUNSELORS
3800 RENAISSANCE TOWER
1201 ELM STREET
DALLAS. TEXAS 75270 -2014
(214) 7443300
October 20, 1992
/757k)
TEL ECOPIER (214) 747.0942
NORTH DALLAS OFFICE:
3030 LW Freeway
Suite 240
Dallas, Texas 75234
(214) 744 -3300
(214) 247 -5431 (FAX)
Re: Second Amendment To Management Agreement between
CCA /Silband /Round Rock/GolfCorp, Inc. ( "Operator ") and the City of
Round Rock ( "Lessee ")
Our File No. 1093.1
Enclosed is a fully executed copy of the above referenced Second Amendment and the
Limited Guaranty Agreement, which is Exhibit "D" to the Second Amendment, which has been
executed by CCA Sliband /GolfCorp.
It has been a pleasure working with you on this matter. If you have any questions, please
give me a call.
G2ndAmen
SECOND AMENDMENT TO MANAGEMENT AGREEMENT
BY AND BETWEEN CITY OF ROUND ROCK, TEXAS ( "LESSEE ")
AND CCA SILBAND /GOLFCORP /ROUND ROCK, INC. ( "OPERATOR ")
This Second Amendment To Management Agreement ( "Second Amend-
ment ") is entered into effective as of October 6, 1992, by and between
the City of Round Rock, Texas ( "Texas ") and CCA Silband /Golfcorp/
Round Rock, Inc., ( "Operator ").
Recitals
WHEREAS, Lessee and Operator on December 20, 1989, entered into
that one certain Management Agreement ( "Agreement "), and
WHEREAS, said Agreement was amended by the First Amendment To
Management Agreement, which was entered into effective on March 28,
1991, and
WHEREAS, Lessee and Operator wish to amend and revise the Agree-
ment as provided below, Now Therefore;
For and in consideration of Ten and No /100 Dollars ($10.00) and
other good and valuable consideration, the sufficiency of which is
hereby acknowledged by the undersigned, Lessee and Operator do hereby
amend and modify the Agreement as follows:
I.
Paragraph 4.1.2. is deleted in its entirety and the following is
substituted therefor:
4.1.2. Gross Receipts Fee. On the first day of each
calendar month, Operator shall earn and be entitled to deduct
from Gross Receipts after payment by Operator of Debt Service
required pursuant to Section 4.3., and Operating Expenses have
been deducted for the particular month a sum equal to two percent
(2 %) of Gross Receipts for the prior calendar month (the "Gross
Receipts Fee "). In no event, however, shall the Gross Receipts
Fee exceed the Base Management Fee accrued in any year of the
Term which begins on the Commencement Date or the anniversary
2.
date thereof. The amended Gross Receipts Fee °shall be applied
retroactively to the Commencement Date of this Agreement.
II.
Paragraph 6.5. is deleted in its entirety and the following is
substituted therefor:
6.5. Limited Guaranty Agreement. Beginning on the effective
date of this Second Amendment and continuing throughout the Term,
Operator shall secure and maintain for the benefit of Lessee a
limited guaranty agreement in the form of Exhibit "D" attached
hereto (the "Limited Guaranty Agreement "). Lessee acknowledges
and agrees that: (i) Operator does not have any obligation to
secure or maintain any letter or letters of credit in connection
with this Agreement, and (ii) the Guaranty Agreement, as here-
inafter defined, is null and void and terminated in all respects
and GolfCorp, as hereinafter defined, has no further liability or
obligations arising directly or indirectly from the Guaranty
Agreement. The term "Guaranty Agreement' means the Guaranty
Agreement dated January 10, 1990, executed by CCA Silband /Golf
Corp ( "GolfCorp ") whereby GolfCorp guaranteed the performance by
operator of Operator's prior obligations to deliver a letter of
credit.
Paragraph 21.1. is deleted in its entirety and the following is
substituted therefor:
21.1. Independent Corporation. Lessee recognizes and
acknowledged that Operator is an independent corporation,
chartered under the laws of the State of Texas, and with the
exception of the Limited Guaranty Agreement provided for in
Paragraph 6.5., is solely responsible for the obligations and
liabilities recited herein, arising hereunder, or in any manner
related to the transactions contemplated hereby, and Lessee
further recognizes and acknowledges that no other entity or
entities, including (i) Operator's shareholders, (ii) any
officer, employee or individual, or (iii) any corporation
affiliated with Operator, is in any manner liable or responsible
for the obligations and liabilities of Operator, whether recited
herein, arising here- under, or in any manner related to the
transactions contemplated hereby, with the exception of the
Corporate Guaranty provided for in Paragraph 6.5.
Iv.
Exhibit "C" describing by metes and bounds approximately 185.25
acres of land is deleted in its entirety and Exhibit "C" attached
hereto is substituted therefor.
v .
operator acknowledges and agrees that, as of the date of the
execution of this Second Amendment, Lessee is not in Default under the
Management Agreement nor is there currently any failure by Lessee in
Lessee's performance of any of the covenants, agreements, terms or
conditions contained in the Management Agreement. Lessee acknowledges
and agrees that with the exception of operator's failure to replace
the Letter of Credit as provided by section 6.5 of the Management
Agreement, as of the date of the execution of this Second Amendment,
operator is not in Default under the Management Agreement nor is there
currently any failure by Operator in Operator's performance of any of
the covenants, agreements, terms or conditions contained in the
Management Agreement. With respect to the failure of operator to
replace its Letter of Credit, Lessee acknowledges and agrees that such
Default will be cured by the execution and delivery of the Limited
Guaranty Agreement provided herein. The term "Default" shall have the
meaning as said term is defined in the Management Agreement.
vI.
To the extent necessary to effect the terms and provisions of
this Second Amendment, the Agreement is hereby amended and modified.
In all other respects, the Agreement is hereby ratified and confirmed.
3.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed by their proper, duly authorized corporate
officers, all as of the day and year first above set forth.
LESSEE:
CITY OF ROUND ROCK
4.
By:
Mike Robinson, Mayor
OPERATOR:
CCA SILBAND /GOLFCORP /ROUND ROCK,
INC.
By: / .
el Carro , President
STATE OF TEXAS )
COUNTY OF WILLIAMSON )
Exhibit "D" - Page 1 of 3
LIMITED GUARANTY AGREEMENT
WHEREAS, CCA SILBAND /GOLFCORP /ROUND ROCK, INC., a Texas corporation
( "Operator ") is or may become indebted to the City of Round Rock, Texas ( "Lessee ") pursuant
to the terms of the Management Agreement Dated December 1, 1989, and as amended from time
to time (the "Management Agreement ");
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the undersigned, CCA SILBAND /GOLFCORP, a California corporation
( "Guarantor ") hereby guarantees to Lessee the prompt payment when due of the Guaranteed
Indebtedness (as hereinafter defined), upon the following terms and conditions:
1. The term "Guaranteed Indebtedness," as used herein, shall mean: (a) the amount, if any,
during any calendar month by which: (i) the amount of the payments that are due from Operator
to Lessee which are set forth on the schedule attached hereto as Exhibit "A" and incorporated
herein for all purposes (the "Debt Service Payments ") in accordance with the provisions of the
Management Agreement, exceed (ii) the portion of the Debt Service Payments funded solely by
Operator; (such monthly amount, if any, shall hereinafter referred to as the "Shortfall Payment ")
provided, however, the cumulative amount of the Shortfall Payments that Guarantor shall be
required to pay shall not exceed the sum of THREE HUNDRED THOUSAND AND NO /100
DOLLARS ($300,000.00) (the "Maximum Amount ") provided, further, Guarantor shall
automatically receive a dollar for dollar credit against the Maximum Amount for each ONE
AND N0 /100 DOLLAR ($1.00) that is paid to Lessee as a Shortfall Payment and the amount
of the guaranty of Guarantor hereunder shall be automatically reduced by the amount of each
such payment under this guaranty and, provided further, Guarantor shall have the option of
funding the Shortfall Payments directly to Lessee or funding such Shortfall Payments to Operator
and having Operator remit such payments to Lessee provided, however, in either event, each
time Guarantor funds a Shortfall Payment Lessee shall be provided written notice that Guarantor
has funded such payment and the amount thereof within thirty (30) days of the date of such
funding, (b) interest on the then unpaid portion of the Maximum Amount to the extent that a
court of law awards a judgment including interest attributable to interest on the then unpaid
portion of the Maximum Amount, and (c) any court costs, reasonable attorneys' fees and
expenses arising out of Guarantor's failure to pay the Shortfall Payments, if any, under the terms
of this guaranty.
2. Subject to the limitations set forth herein, this instrument is and shall be a continuing limited
guaranty and the circumstances that Operator may have paid in full the Debt Service Payments
then due under the Management Agreement will not affect the obligation of Guarantor with
respect to future Debt Service Payments.
3. In the event of a Default (as defined in the Management Agreement) by Operator in the
payment of the Guaranteed Indebtedness, or any part thereof, Guarantor shall, on written
demand and without further notice of such written demand and without any notice having been
given to Guarantor previous to such demand, pay the unpaid amount due Lessee for the then
current unpaid amount of the Debt Service Payments then currently due subject to the limitations
set forth in Section 1 hereof, and it shall not be necessary first for Lessee to institute suit or
exhaust its remedies against Operator or others liable on such indebtedness, or to enforce its
rights against any security which shall have ever been given to secure such indebtedness.
4. Guarantor hereby agrees that its obligations under the terms of this guaranty shall not be
released, diminished, impaired, reduced, or affected by the occurrence of any one or more of
the following events: (a) the taking or accepting of other security or guaranty for any or all of
the Guaranteed Indebtedness; (b) any release, surrender, exchange, subordination, or loss of
any security at any time existing in connection with any or all of the Guaranteed Indebtedness;
(c) the insolvency, bankruptcy, or lack of corporate power of Operator or Guarantor, or any
party at any time liable for the payment of any or all of the Guaranteed Indebtedness, whether
now existing or hereafter occurring; (d) any renewal, extension, and /or rearrangement of the
payment of any or all of the Guaranteed Indebtedness, either with or without notice to or consent
of Guarantor, or any adjustment, indulgence,forbearance, or compromise that may be granted
or given by Lessee to Operator or Guarantor, (e) any neglect, delay, omission, failure, or refusal
of Lessee to take or prosecute any action for the collection of any of the Guaranteed
Indebtedness or to foreclose or take or prosecute any action in connection with any instrument
or agreement evidencing or securing all or any part of the Guaranteed Indebtedness; (f) the
unenforceability of all or any part of the Guaranteed Indebtedness against Operator by reason
of the fact that the Guaranteed Indebtedness exceeds the amount permitted by law, the act of
creating the Guaranteed Indebtedness, or any part thereof, is ultra vires, or the officers creating
same acted in excess of their authority; or (g) any payment by Operator to Lessee is held to
constitute a preference under the bankruptcy laws or if for any other reason Lessee is required
to refund such payment or pay the amount thereof to someone else.
5. This guaranty is for the benefit of Lessee and Lessee's personal representatives, successors,
and assigns, and in the event of an assignment of the Guaranteed Indebtedness, or any part
thereof, the rights and benefits hereunder, to the extent applicable to the indebtedness so
assigned, may be transferred with such indebtedness subject to the limitations set forth in Section
1 hereof. This guaranty is binding not only on Guarantor but on Guarantor's successors and
assigns.
Exhibit "D" - Page 2 of 3
6. The guaranty of Guarantor set forth herein is expressly limited in accordance with the
provisions of Section 1 hereof and the terms of the guaranty of Guarantor shall not be enlarged,
modified or amended in any manner or way without an agreement in writing signed by
Guarantor.
7. Notwithstanding anything contained herein to the contrary, in the event of the termination
of the Management Agreement for any reason whatsoever, or cessation by Operator of the
operation of the Club, as defined in the Management Agreement (hereinafter referred to as a
"Management Agreement Termination "), the obligations of Guarantor under this Limited
Guaranty Agreement shall automatically terminate and Guarantor shall have no further liability
or obligations under this Limited Guaranty Agreement, save and except for a Management
Agreement Termination arising from a Default (as defined in the Management Agreement) by
Operator which is not cured within the time permitted after written notice thereof to Operator
in which event the obligations of Guarantor hereunder shall not automatically terminate
hereunder subject, however, to the limitations set forth in Section 1 hereof.
8. This guaranty is executed and delivered as an incident to a transaction negotiated,
consummated, and performable in Williamson County, Texas, and shall be construed according
to the laws of the State of Texas.
EXECUTED this the 4. of
Exhibit "D" - Page 3 of 3
1992.
GUARANTOR:
CCA SILBAND /GOLFCORP
By _
Print NN me:
Title:
DEBT SERVICE SCHEDULE
DAM Debt 9reks
17101119 $ 0.00
12103/90 157, 27.50
12103/91 657 ,927,50
121011 657027.50
32101193 1 657,127.50
12101/94 637027,50
12 657,92750
1210319 797 027.50
12101197 101,12750
12101190 797,46540
120119, 797,615
12/01100 ' 101433.00
12102101 797,135.00
12101102 79700100
12J01/03
2 2104 7
1�� 799,450.00
12+O 1
1210000 793,300.00
�Z 797,50100
1210011 797,300.00
12101112 734,500,03
1t02A3 794,30100
110014 777,500.00
319,121,76400
EXHIBIT A
FIELD NOTES
FOREST CREEK GOLF CLUB
BEING 185.25 acres of land out of the E. W. Matthews Survey, Abstract No. 449,
and the John 11. Randall Survey, Abstract No. 531, Williamson County, Texas, being
all of that certain 15.25 acre tract of land described in a deed to the City of
Round Rock recorded in Volume 1853 at Page 855, Official Records, Williamson
County, and 170.00 acres out of that certain 582.35 acre tract of land described
in a deed to the Ben Franklin Corporation recorded in Volume 1020 at Page 812,
Official Records of Williamson County, and being more particularly described by
metes and bounds as follows, to wit:
TRACT 1
BEGINNING at the most northerly northeast corner of said 582.35 acre tract, said
Beginning Point also being the southeast corner of Oak Bluff Estates, Phase 2, a
subdivision of record filed In Cabinet F, Slide 253, Plat Records of Williamson
County;
THENCE S 11° 59' 28" W a distance of 241.09 feet with the east line of said
582.35 acre tract to an Iron rod set at the most northerly corner of aatd 15.25
acre tract;
THENCE S 44° 23' 26" E a distance of 362.62 feet to an iron rod set at the
northeast corner of said 15.25 acre tract;
THENCE S 12° 43' 00" W a distance of 1068.00 feet to an Iron rod at the southeast
corner of said 15.25 acre tract In the north line of said 582.35 acre tract:
TIOS10E N 89° 17' 00" 1Y a distance of 250.00 feel with the north line of said
582.35 acre tract and the south line of said 15.25 acre tract to an Iron rod,
from which an Iron rod at the southwest corner of said 15.25 acre tract bears
N 89° 17' W a distance of 490.00 feet;
THENCE traversing the interior of said 582.35 acre tract, the following described
courses and distances to Iron rods set:
(1) S 00° 00' 00" W a distance of 185.00 feet;
(2) S 73° 08' 37" E a distance of 491.70 feet;
(3) N 87° 47' 51" E a distance of 910,67 feet;
(4) S 71° 18' 25" E a distance of 702.03 feet;
(5) S 41° 49' 46" E a distance of 249.69 feet;
(6) S 12° 06' 57" W a distance of 428.54 feet;
(7) S 63° 30' 59" E a distance of 192.50 feet;
(8) S 06° 19' 50" W a distance of 195.32 feet;
(9) S 67° 12' 02" W a distance of 209.34 feet;
(10) S 03° 27' 20" E a distance of 133.67 feet;
(11) S 70° 46' 37" W a distance of 337.32 feet;
(12) N 37° 21' 55" 1Y a distance of 80.59 feet;
(13) N 73° 21' 35" W a distance of 861.06 feet;
(14) N 79° 41' 42" W a distance of 479.02 feet;
(15) N 85° 13' 05" W a distance of 113.57 feet;
(16) N 73° 15' 50" W a distance of 97.58 feet;
(17) S 61° 31' 35" W a distance of 59.27 feet; ♦® 1
(18) S 14° 32' 49" W a distance of 629.23 feet; ■ EXHIBIT
(19) S 35° 34' 39" W a distance of 665.09 feet;
(20) N 83° 58' 40" W a distance of 213.16 feet;
"
(21) N 55° 02' 00" 1Y a distance of 167.70 feet;
(22) N 03° 13' 30" E a distance of 592.02 feet;
(23) N 62° 54' 16" E a distance of 231.51 feet;
(24) N 00° 00' 00" E a distance of 215.00 feet;
(25) N 43° 36' 10" E a distance of 290.00 feet;
(26) N 08° 12' 44" W a distance of 115.12 feet;
(27) N 32° 48' 33" W a distance of 477.18 feet;
(28) N 01° 50' 47" W a distance of 532.27 feet;
(29) N 47° 40' 35" W a distance of 118.82 feet;
(30) N 09° 17' 54" W a distance of 310.19 feet;
(31) N 07° 12' 51" E a distance of 786.85 feet;
(32) N 50° 33' 43" W a distance of 146.28 feet;
(33) N 77° 28' 40" 17 a distance of 129.26 feet;
(34) S 54° 45' 43" I7 a distance of 574.87 feet;
(35) S 41° 49' 01" W a distance of 674.91 feet;
(36) S 03° 16' 37" E a distance of 73.15 feet to an Iron rod set In the north line
of Golf Road;
(37) N 59° 49' 56" W a distance of 405.72 feet with the north line of said Golf
Road to an iron rod set;
(38) N 30° 10' 04" E a distance of 42.96 feet;
(39) N 07° 40' 14" W a distance of 299.68 feet;
(40) N 00° 39' 17" E a distance of 175.01 feet;
(41) N 32° 12' 39" E a distance of 118.19 feet;
(42) N 61° 45' 31" E a distance of 111.23 feet;
(43) N 79° 39' 30" E a distance of 231.84 feet;
(44) N 58° 08' 42" E a distance of 351.95 feet;
(45) N 24° 26' 38" E a distance of 226.91 feet to an iron rod set in the south
line of Golf Road;
'TRACT 1 (Continued)
TRACT 1 (Continued)
TIIIO4CE along and with the southerly line of Golf Road,
four (4) courses and distances:
(1) S 88° 54' 23" E a distance of 236.04 feet to an
beginning of a curve to the right;
(2) An arc distance of 138.62 feet with said curve to
having a central angle of 6° 59' 52 ". a radius of 1134.99
feet, and a chord bearing and distance of S 85° 24' 27" E
rod found at the point of tangency of said curve;
(3) S 81° 54' 31" E a distance of 84.27 feet to an iron rod found at the
beginning of a curve to the left;
(4) An are distance of 240.06 feet with said curve to the left, said curve having
a central angle of 59° 48' 05 ", a radius of 230.00 feet, tangents of 132.26 feet,
and a chord bearing and distance of N 68° 11' 27" E 229.31 feet, to an iron rod
found at the intersection of the southerly line of said Golf Road and the north
line of said 582.35 acre tract;
THENCE along and with the north line of said 582.35 acre tract and the south line
of said Oak Bluff Estates, Phase 2, the following described three (3) courses and
distances:
the following described
iron rod found at the
the right, said curve
feet, tangents of 69.40
138.53 feet, to an iron
(1) S 88° 53' 40" E a distance of 89.20 feet to an iron rod found;
(2) S 88° 47' 57" E a distance of 380.72 feet to an iron rod found, and;
(3) S 89° 02' 29" E a distance of 501.86 feet to the Place of Beginning,
containing 145.4457 acres of land.
SAVE AND EXCEPT PARCEL 1, described as follows, to wit:
BEGINNING at an iron rod set in the interior of the above described Tract 1, from
which the northeast corner of said 582.35 acre tract described in Volume 1020,
Page 812, Official Records of Williamson County, (also being the northeast corner
of Tract 1), bears N 10° 12' 08" E a distance of 2008.84 feet;
THENCE traversing the interior of said 130.1957 acre tract, the following
described courses and distances to iron rods set;
(1) S 59° 10' 43" E a distance of 286.11 feet;
(2) S 82° 42' 15" E a distance of 256.26 feet;
(3) N 84° 11' 36" E a distance of 593.04 feet;
(4) N 65° 03' 22" E a distance of 237.12 feet;
(5) S 53° 33' 39" E a distance of 665.02 feet;
(6) S 10° 14' 05" E a distance of 365.82 feet;
(7) S 20° 33' 22" W a distance of 170.88 feet;
(8) S 59° 51' 31" W a distance of 115.00 feet;
(9) N 68° 55' 55" W a distance of 397.09 feet;
(10) N 50° 37' 50" W a distance of 252.24 feet;
PARCEL 1 (Continued)
(11) N 86° 18' 31" IV a distance of 621.29 feet;
(12) N 70° 27' 48" W a distance of 164.47 feet;
(13) S 61° 08' 59" W a distance of 190.66 feet;
(14) N 56° 43' 30" 1Y a distance of 153.10 feet;
(15) N 36° 08' 31" iY a distance of 220.42 feet;
(16) N 25° 06' 53" lY a distance of 168.12 feet, and;
(17) N 18° 35' 36" E a distance of 286.88 feet to the Place of Beginning.
containing 25.2753 acres of land.
AND ALSO TRACT 2, described as follows, to wit:
BEGINNING at an iron rod set in the southerly line of Golf Road, from which the
northeast corner of said 582.35 acre tract bears N 55° 29' 40" E a distance of
2490.84 feet;
THENCE traversing the interior of said 582.35 acre tract, the following described
courses and distances to iron rods set;
(1) S 03° 16' 42" E a distance of 172.03 feet;
(2) S 65° 02' 25" W a distance of 323.33 feet;
(3) S 10° 27' 36" W a distance of 400.32 feet;
(4) S 18° 21' 32" E a distance of 548.24 feet;
(5) S 00° 00' 00" E a distance of 161.86 feet;
(6) S 45° 35' 55" W a distance of 328.92 feet;
(7) S 62° 39' 48" 1Y a distance of 132.83 feet;
(8) S 19° 44' 27" W a distance of 48.14 feet to an iron rod set in the northerly
line of Golf Road;
(9) N 70° 15' 53" 1Y a distance of 146.91 feet with the north line of Golf Road to
an iron rod set;
(10) N 19° 44' 10" E a distance of 96.36 feet;
(11) N 19° 13' 50" I9 a distance of 227.71 feet;
(12) N 48° 14' 23" W a distance of 187.68 feet;
(13) N 90° 00' 00" W a distance of 260.00 feet;
(14) S 81° 47' 34" IY a distance of 475.50 feet;
(15) S 64° 17' 29" W a distance of 95.14 feet;
(16) S 46° 47' 24" W a distance of 85.12 feet;
(17) S 28° 48' 59" W a distance of 293.23 feet to an iron rod set in the north
line of Golf Road;
(18) An arc distance of 210.00 feet with the north line of said Coif Road, said
north line being a curve to the left having a central angle of 23° 08' 19 ", a
radius of 520.00 feet, tangents of 106.45 feet, and a chord bearing and distance
of N 77° 58' 57" W 208.58 feet, to an iron rod set;
(19) N 08° 31' 04" I7 a distance of 103.05 feet;
(20) N 57° 08' 21" W a distance of 191.67 feet;
(21) N 61° 28' 37" W a distance of 471.77 feet;
(22) N 01° 09' 00" E a distance of 224.77 feet;
(23) N 30° 05' 17" E a distance of 269.28 feet;
(24) N 09° 10' 59" W a distance of
(25) N 18° 49' 17" i7 a distance of
(26) S 75° 00' 00" W a distance of
(27) N 27° 19' 05" W a distance of
(28) N 08° 41' 22" E a distance of 117.28 feet;
(29) N 73° 36' 11" E a distance of 200.60 feet;
(30) N 25° 15' 48" Ea distance of 96.35 feet;
(31) N 52° 48' 39" E a distance of 177.48 feet;
(32) N 46° 31' 54" E a distance of 437.22 feet;
(33) N 52° 16' 52" Ea distance of 494.26 feet;
(34) N 05° 41' 35" W a distance of 286.74 feet;
(35) N 89° 49' 52" E a distance of 228.02 feet;
(36) S 75° 38' 46" E a distance of 75.39
(37) S 61° 23' 10" E a distance of 75.22
(38) S 25° 08' 10" E a distance of 79.27
(39) S 07° 51' 10" W a distance of 81.81
(40) S 54° 17' 36" E a distance of 174.08
' TRACY 2 (Continued)
626.69 feet;
132.25 feet;
20.00 feet;
115.46 feet;
feet;
feet;
feet;
feet;
feet;
(41) S 19° 39' 22" E a distance of 420.78 feet;
(42) S 54° 28' 33" E a distance of 475.71 feet;
(43) N 36° 09' 31" E a distance of 26.21 feet to an iron rod set in the south line
of Golf Road;
(44) An arc distance of 210.32 feet with the south line of
south line being a curve to the left having a central ang
radius of 541.03 feet, tangents of 106.51 feet, and a chord
of S 48° 41' 44" E 209.00 feet, to an iron rod found at the
said curve;
(45) S 59° 49' 56" E a distance of 530.52 feet with the sou
Road to the Place of Beginning, containing 118.4600 acres of 1
said Golf Road, said
le of 22° 16' 25 ", a
bearing and distance
point of tangency of
th line of said Golf
and.
SAVE AND EXCEPT PARCEL 2, described as follows, to wit:
BEGINNING at an iron rod set in the interior of the above described Tract 2, from
which the northeast corner of said 582.35 acre tract described in Volume 1020,
Page 812, Official Records of Williamson County, bears N 63° 22' 40" E a distance
of 2903.79 feet;
THENCE traversing the interior of said 118.4600 acre Tract 2, the following
described courses and distances to iron rods set;
(1) S 15° 56' 43" IV a distance of 135.00 feet;
(2) S 32° 29' 26" IY a distance of 154.35 feet;
(3) S 10° 50' 05" W a distance of 425.59 feet;
(4) S 00° 47' 07" E a distance of 221.07 feet;
(5) S 68 36' 00" W a distance of 1177.19 feet;
(6) N 71° 50' 18" 1Y a distance of 120.23 feet;
(7) N 49° 32' 18" W a distance of 198.82 feet;
(8) N 22° 49' 00" W a distance of 90.58 feet;
(9) S 67° 11' 00" IV a distance of 152.19 feet;
(10) N 28° 27' 38" W a distance of 48.46 feet;
(11) N 30° 21' 46" E a distance of 310.60 feet;
(12) N 21° 00' 23" W a distance of 772.36 feet;
(13) N 49° 18' 38" E a distance of 676.38 feet;
(14) N 43° 37' 91" E e distance of 556.66 feet;
(15) S 66° 18' 34" E a distance of 107.02 feet;
(16) S 17° 41' 23" E a distance of 396.44 feet;
(17) S 67° 22' 48" E e distance of 825.00 feet to the Place of Beginning,
containing 53.3804 acres of land.
COALTER ASSOCIATES, SURVEYORS
Stan Coalter, RPS, LSLS
7 -21 -91
STATE OF TEXAS
COUNTY OF WILLIAMSON )
Exhibit "D" - Page 1 of 3
LIMITED GUARANTY AGREEMENT
WHEREAS, CCA SILBAND /GOLFCORP /ROUND ROCK, INC., a Texas corporation
( "Operator ") is or may become indebted to the City of Round Rock, Texas ( "Lessee ") pursuant
to the terms of the Management Agreement Dated December 1, 1989, and as amended from time
to time (the "Management Agreement ");
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the undersigned, CCA SILBAND /GOLFCORP, a California corporation
( "Guarantor ") hereby guarantees to Lessee the prompt payment when due of the Guaranteed
Indebtedness (as hereinafter defined), upon the following terms and conditions:
1. The term "Guaranteed Indebtedness," as used herein, shall mean: (a) the amount, if any,
during any calendar month by which: (i) the amount of the payments that are due from Operator
to Lessee which are set forth on the schedule attached hereto as Exhibit "A" and incorporated
herein for all purposes (the "Debt Service Payments ") in accordance with the provisions of the
Management Agreement, exceed (ii) the portion of the Debt Service Payments funded solely by
Operator; (such monthly amount, if any, shall hereinafter referred to as the "Shortfall Payment ")
provided, however, the cumulative amount of the Shortfall Payments that Guarantor shall be
required to pay shall not exceed the sum of THREE HUNDRED THOUSAND AND NO /100
DOLLARS ($300,000.00) (the "Maximum Amount ") provided, further, Guarantor shall
automatically receive a dollar for dollar credit against the Maximum Amount for each ONE
AND N0 /100 DOLLAR ($1.00) that is paid to Lessee as a Shortfall Payment and the amount
of the guaranty of Guarantor hereunder shall be automatically reduced by the amount of each
such payment under this guaranty and, provided further, Guarantor shall have the option of
funding the Shortfall Payments directly to Lessee or funding such Shortfall Payments to Operator
and having Operator remit such payments to Lessee provided, however, in either event, each
time Guarantor funds a Shortfall Payment Lessee shall be provided written notice that Guarantor
has funded such payment and the amount thereof within thirty (30) days of the date of such
funding, (b) interest on the then unpaid portion of the Maximum Amount to the extent that a
court of law awards a judgment including interest attributable to interest on the then unpaid
portion of the Maximum Amount, and (c) any court costs, reasonable attorneys' fees and
expenses arising out of Guarantor's failure to pay the Shortfall Payments, if any, under the terms
of this guaranty.
2. Subject to the limitations set forth herein, this instrument is and shall be a continuing limited
guaranty and the circumstances that Operator may have paid in full the Debt Service Payments
then due under the Management Agreement will not affect the obligation of Guarantor with
respect to future Debt Service Payments.
3. In the event of a Default (as defined in the Management Agreement) by Operator in the
payment of the Guaranteed Indebtedness, or any part thereof, Guarantor shall, on written
demand and without further notice of such written demand and without any notice having been
given to Guarantor previous to such demand, pay the unpaid amount due Lessee for the then
current unpaid amount of the Debt Service Payments then currently due subject to the limitations
set forth in Section 1 hereof, and it shall not be necessary first for Lessee to institute suit or
exhaust its remedies against Operator or others liable on such indebtedness, or to enforce its
rights against any security which shall have ever been given to secure such indebtedness.
4. Guarantor hereby agrees that its obligations under the terms of this guaranty shall not be
released, diminished, impaired, reduced, or affected by the occurrence of any one or more of
the following events: (a) the taldng or accepting of other security or guaranty for any or all of
the Guaranteed Indebtedness; (b) any release, surrender, exchange, subordination, or loss of
any security at any time existing in connection with any or all of the Guaranteed Indebtedness;
(c) the insolvency, bankruptcy, or lack of corporate power of Operator or Guarantor, or any
party at any time liable for the payment of any or all of the Guaranteed Indebtedness, whether
now existing or hereafter occurring; (d) any renewal, extension, and /or rearrangement of the
payment of any or all of the Guaranteed Indebtedness, either with or without notice to or consent
of Guarantor, or any adjustment, indulgence,forbearance, or compromise that may be granted
or given by Lessee to Operator or Guarantor, (e) any neglect, delay, omission, failure, or refusal
of Lessee to take or prosecute any action for the collection of any of the Guaranteed
Indebtedness or to foreclose or take or prosecute any action in connection with any instrument
or agreement evidencing or securing all or any part of the Guaranteed Indebtedness; (f) the
unenforceability of all or any part of the Guaranteed Indebtedness against Operator by reason
of the fact that the Guaranteed Indebtedness exceeds the amount permitted by law, the act of
creating the Guaranteed Indebtedness, or any part thereof, is ultra vires, or the officers creating
same acted in excess of their authority; or (g) any payment by Operator to Lessee is held to
constitute a preference under the bankruptcy laws or if for any other reason Lessee is required
to refund such payment or pay the amount thereof to someone else.
5. This guaranty is for the benefit of Lessee and Lessee's personal representatives, successors,
and assigns, and in the event of an assignment of the Guaranteed Indebtedness, or any part
thereof, the rights and benefits hereunder, to the extent applicable to the indebtedness so
assigned, may be transferred with such indebtedness subject to the limitations set forth in Section
1 hereof. This guaranty is binding not only on Guarantor but on Guarantor's successors and
assigns.
Exhibit "D" - Page 2 of 3
6. The guaranty of Guarantor set forth herein is expressly limited in accordance with the
provisions of Section 1 hereof and the terms of the guaranty of Guarantor shall not be enlarged,
modified or amended in any manner or way without an agreement in writing signed by
Guarantor.
7. Notwithstanding anything contained herein to the contrary, in the event of the termination
of the Management Agreement for any reason whatsoever, or cessation by Operator of the
operation of the Club, as defined in the Management Agreement (hereinafter referred to as a
"Management Agreement Termination "), the obligations of Guarantor under this Limited
Guaranty Agreement shall automatically terminate and Guarantor shall have no further liability
or obligations under this Limited Guaranty Agreement, save and except for a Management
Agreement Termination arising from a Default (as defined in the Management Agreement) by
Operator which is not cured within the time permitted after written notice thereof to Operator
in which event the obligations of Guarantor hereunder shall not automatically terminate
hereunder subject, however, to the limitations set forth in Section 1 hereof.
8. This guaranty is executed and delivered as an incident to a transaction negotiated,
consummated, and performable in Williamson County, Texas, and shall be construed according
to the laws of the State of Texas.
EXECUTED this the
Exhibit "D" - Page 3 of 3
day of /)c.9D , 1992.
GUARANTOR:
CCA SILBAND /GOLFCORP
By
Print Name: 041-91 .'— 3.61+..-KLC/
Title:
f
DEBT SERVICE SCHEDULE
Daft Dek Sinks
1VS $ 637.9175
12107191 657,927.30
12/01192 657.927.50
12/0113 1 657 .927.50
12101194 637.927.50
12/01193 65702740
12/01196 797 .927.30
12/01/97 901.927.50
12101191 797,465.00
12/099 797.613.00
12101101 401,253.00
12/01104 797,435.00
12101102 797140.00
1210I/04 79 0
i?61 0 100.0 000
1201107 401.000130
12101101 791000.00
i�U 797,500.00
797.500M . 0
12101112 794,SQ0.00
12,0183 794,500.00
1210U14 797
$19 121.79100
EXHIBIT A