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RR Golf Inc - 12/22/1994ROUND ROCK GOLF, INC. MEETING THURSDAY, DECEMBER 22,1994- 6:30 P.M. CITY COUNCIL CHAMBER 221 EAST MAIN STREET BOARD OF DIRECTORS Charles Culpepper Robert Stluka Rod Morgan Rick Stewart Earl Palmer Martha A. Chavez Jimmy Joseph AGENDA 1. Call Meeting To Order - 6:30 p.m. 2. Roll Call 3. Consider Election of Officers 4. Approval of Minutes: November 24, 1992 5. Consider authorizing the President to execute the First Supplemental Trust Agreement and First Supplemental Lease Agreement between the City of Round Rock and Round Rock Golf, Inc. 6. New Business 7. Old Business 8. Adjournment CERTIFICATE I certify that the above notice of a Round Rock Golf, Inc. meeting was posted on the bulletin board at the City Hall of the City of Round Rock, Texas „on the 19th day of December, 1994. JOANNE LAND, Assistant City Manager/ City Secretary Board of Directors Moved Seconded Yes No Abstain Robert Stluka Rod Morgan Rick Stewart Ti cl A , Earl Palmer ' —,) ,A Martha Chavez A ,7 ' Jimmy Joseph Charles Culpepper DATE: " 9 ITEM: A ROUND ROCK GOLF, INC. ACTION CHART Board of Directors Moved Seconded Yes No Abstain Robert Stluka V Rod Morgan \ Rick Stewart V Earl Palmer V Martha Chavez V Jimmy Joseph V Charles Culpepper V DATE: /p( - pS ITEM: 3 ROUND ROCK GOLF, INC. ACTION CHART n,; /// ��Y.^""� . Yx r �..:♦y,�, .� I e.� �r' S � ., k ' f ✓ ": � f y ten -tr Board of Directors Moved Seconded Yes No Abstain Robert Stluka V Rod Morgan V Rick Stewart !/ Earl Palmer Martha Chavez V Jimmy Joseph N. Charles Culpepper \/ DATE: 1c2 — aOf '9L/ ITEM: 3 ROUND ROCK GOLF, INC. ACTION CHART Board of Directors Moved Seconded Yes No Abstain Robert Stluka Rod Morgan Rick Stewart Earl Palmer Martha Chavez Jimmy Joseph Charles Culpepper DATE: Ia " ° 9 ITEM: L / ROUND ROCK GOLF, INC. ACTION CHART November 24, 1992 The Round Rock Golf, Inc. Board of Directors met on Tuesday, November 24, 1992 at 6:00 p.m. in the City Council Chamber, 221 E. Main Street. ROLL CALL: Board of Directors present were Mike Robinson, Robert Stluka, Rod Morgan, Rick Stewart, Earl Palmer, and Jimmy Joseph. Charles Culpepper was absent. Also present were City Manager Bob Bennett and City Attorney Steve Sheets. APPROVAL OF MINUTES: July 25, 1991 MOTION: Earl Palmer moved to approve the minutes as submitted. Jimmy Joseph seconded the motion. VOTE: Ayes: Robert Stluka Rod Morgan Rick Stewart Earl Palmer Jimmy Joseph Mike Robinson Noes: None Absent: Charles Culpepper ACTION: The motion carried unanimously. CONSIDER ELECTION OF OFFICERS: MOTION: Rick Stewart moved to appoint Mike Robinson as President and Treasure. Earl Palmer seconded the motion. 1 VOTE: Ayes: Robert Stluka Rod Morgan Rick Stewart Earl Palmer Mike Robinson Jimmy Joseph Noes: None Absent: Charles Culpepper ACTION: The motion carried unanimously. MOTION: Robert Stluka moved to appoint Rick Stewart as Vice - President and Secretary. Jimmy Joseph seconded the motion. VOTE: Ayes: Robert Stluka Rod Morgan Rick Stewart Earl Palmer Jimmy Joseph Mike Robinson Noes: None Absent: Charles Culpepper ACTION: The motion carried unanimously. CONSIDER RATIFICATION OF ANY AND ALL ACTIONS TAKEN ON BEHALF OF ROUND ROCK GOLF, INC. SINCE THE LAST MEETING: Steve Sheets 2 reported there was no action other than the normal month to month golf course activities. This is a standard motion that needs to be taken annually. MOTION: Robert Stluka moved to approve all actions taken. Rick Stewart seconded the motion. VOTE: Ayes: Robert Stluka Rod Morgan Rick Stewart Earl Palmer Jimmy Joseph Mike Robinson Noes: None Absent: Charles Culpepper ACTION: The motion carried unanimously. NEW BUSINESS: None OLD BUSINESS: None ADJOURNMENT: There being no further business, the meeting adjourned at 6:07 p.m. APPROVED: Mike Robinson, President 3 Rick Stewart, Secretary Board of Directors Moved Seconded Yes No Abstain Robert Stluka Rod Morgan Rick Stewart Earl Palmer Martha Chavez Jimmy Joseph Charles Culpepper DATE: a - cc'+ c ITEM: 5 ROUND ROCK GOLF, INC. ACTION CHART THE STATE OF TEXAS § ROUND ROCK GOLF, INC. § We, the undersigned officers of the Board of Directors of Round Rock Golf, Inc. (the "Corporation "), hereby certify as follows: 1. The Board of Directors of the Corporation (the "Board ") convened in SPECIAL MEETING ON THE 22ND DAY OF DECEMBER, 1994, at the City Hall (the "Meeting "), and the roll was called of the duly constituted officers and members of the Corporation, to wit: Charles Culpepper, President/Treasurer Rick Stewart, Vice President/Secretary Martha A. Chavez, Director Robert Bennett, Director and all of the persons were present, except the following absentees: None, thus constituting a quorum. Whereupon, among other business, the attached Resolution was duly introduced for the consideration of the Board. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, the motion carrying with it the adoption of the Resolution, prevailed and carried by the following vote: KROLY, 12/22/9. AYES: All Present Voted Aye NOES: None CERTIFICATE FOR RESOLUTION Jimmy Joseph, Director Robert Stluka, Director Rod Morgan, Director Earl Palmer, Director 2. A true, full and correct copy of the aforesaid Resolution passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that the Resolution has been duly recorded in the Board's minutes of the Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the Board's minutes of the Meeting pertaining to the passage of the Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Board as indicated therein; that each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that the Resolution would be introduced and considered for passage at the Meeting, and each of the officers and members consented, in advance, to the holding of the Meeting for such purpose; that the Meeting was open to the public and public notice of the time, place and purpose of the Meeting was given, all as required by Chapter 551, Government Code, as amended. SIGNED AND SEALED this "c X95 y i�� /1✓ President, d birectors RESOLUTION APPROVING FIRST SUPPLEMENTAL TRUST AGREEMENT AND FIRST SUPPLEMENTAL LEASE AGREEMENT WHEREAS, Round Rock Golf, Inc., (the "Corporation ") has previously executed a "Golf Course Construction and Lease/Purchase Agreement" dated as of December 1, 1989 (the "Lease ") between the City of Round Rock, Texas (the "City "), as lessee and the Corporation, as lessor in connection with the acquisition, construction and financing of a public golf course; and WHEREAS, in furtherance of the acquisition, construction and financing of the golf course, a Trust Agreement dated as of December 1, 1989 by and among the City of Round Rock, Texas, First City, Texas- Austin N.A., as Trustee and Round Rock Golf, Inc. (the "Trust Agreement ") was executed in connection with the issuance of $6,740,000 City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 (the "Certificates "); and WHEREAS, the Corporation and the City deem it advisable and necessary to amend the Lease and Trust Agreement to clarify the City's ability to provide for the prepayment of lease payments under the Lease and therefore releasing and defeasing its obligations under the Lease, Trust Agreement and Certificates; and WHEREAS, pursuant to Section 15.4 of the Lease, the Lease can be modified by written amendment of the lessee and the lessor as provided in the Trust Agreement; and WHEREAS, pursuant to Article X of the Trust Agreement, the Trust Agreement can be modified or amended at any time by a supplemental agreement executed by the City and the lessor which amendment shall become effective when the written consents of the owners of 60% in aggregate principal amount of the Certificates outstanding shall be filed with the Trustee; and WHEREAS, the lessor and lessee will be soliciting the consent to the First Supplemental Trust Agreement and First Supplemental Lease Agreement by 60% of the owners of the Certificates as required by Article X of the Trust Agreement; and WHEREAS, the Trust Agreement and Lease shall be deemed modified and amended by the First Supplemental Trust Agreement dated as of December 1, 1994 and the First Supplemental Lease Agreement dated as of December I, 1994, respectively, in substantially the form attached hereto as Exhibit "A "; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROUND ROCK GOLF, INC.: Section 1. Recitals and Approval of Supplemental Agreements. The recitals set forth in the preamble hereof are incorporated by reference herein and shall have the same force RROCRM.OEY GOFVJC.RES 12/21/94 and effect as if set forth in this Section. The Corporation hereby approves the First Supplemental Trust Agreement and First Supplemental Lease Agreement in substantially the form attached hereto as Exhibit "A" and the President or Vice President are hereby authorized to execute the agreements and the Secretary or Assistant Secretary are hereby authorized to attest such agreements. Section 2. Further Procedures. The President or Vice President, Secretary, and all other officers, employees and agents of the Corporation, including the Corporation's Financial Advisor and attorneys, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Corporation all instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Resolution, the First Supplemental Trust Agreement and First Supplemental Lease Agreement, the amendment of such agreements and other matters in connection therewith. Section 3. Full Force and Effect. Except as expressly amended and modified as set forth in Exhibit "A" attached hereto, all terms and provisions of the Lease and the Trust Agreement, respectively shall remain in full force and effect and the Corporation hereby ratifies, confirms and adopts the Lease and Trust Agreement as amended and modified by the First Supplemental Trust Agreement and First Supplemental Lease Agreement. RROCK;CAIF: GOIFINC.RFS 12,2 /94 EXHIBIT A FIRST SUPPLEMENTAL GOLF COURSE CONSTRUCTION AND LEASE/PURCHASE AGREEMENT This First Supplemental Golf Course Construction and Lease/Purchase Agreement ( "First Supplement ") dated as of December 1, 1994 is entered into by and between the City of Round Rock, Texas, as lessee (the "Lessee ") and Round Rock Golf, Inc., as lessor (the "Lessor "). WITNESSETH: WHEREAS, the Lessor and Lessee have previously executed a "Golf Course Construction and Lease/Purchase Agreement" dated as of December 1, 1989 (the "Lease ") in connection with the acquisition, construction and financing ofa public golf course; and WHEREAS, the Lessor and Lessee deem it advisable and necessary to amend the Lease, pursuant to the provisions of Section 15.4 to clarify the Lessee's ability to provide for the prepayment and defeasance of lease payments under the Lease and therefore releasing and defeasing its obligations under the Lease. NOW, THLREFORE, the parties hereto agree as follows: I. Section 10.3 of the Lease is deleted in its entirety and is hereby amended to read in its entirety as follows: Section 10.03. Prepayment of Lease Payments and/or purchase of Project and Release of Lessors Interest. Notwithstanding any other provision of this Lease Agreement to the contrary, the Lessee shall have the option to purchase the Project and/or make provision to prepay any of the remaining Lease Payments on any date by irrevocably depositing with or making available to the Trustee for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Government Obligations which mature as to principal and interest in such amounts and in such times to ensure the availability, without reinvestment, of sufficient money to provide for such Lease Payments as further set forth in Section 14.01 of the Trust Agreement as amended by the First Supplemental Trust Agreement dated as of December 1, 1994. Upon exercise by the Lessee of its option to purchase the Property by paying or making provision for the payment of all remaining Lease Payments and any other amounts then due or past due, Lessee shall have no further obligations under this Lease Agreement and the Ground Lease and Lessor and Trustee shall take all actions necessary to authorize, execute and deliver to Lessee any and all documents necessary to vest in Lessee, all of the Lessor's and Trustee's right, title and interest in and to the Project, free and clear of all liens, leasehold interests and encumbrances, including, if necessary, a release of any and all liens or interest created under the provisions of this Lease Agreement or the Ground Lease. 2. Except as expressly amended and modified hereby, all terms and provision of the Lease shall remain in full force and effect, and the Lessor and Lessee hereby ratify, confirm and adopt the Lease as amended and modified hereby IN WITNESS WHEREOF, the parties hereto have caused this First Supplement to be duly executed by their respective authorized officers as of the day and year first above written and effective upon the receipt of the necessary consents. ATTEST: By: City Secretary ATTEST: Rv- Title: CITY OF ROUND ROCK, TEXAS, AS LESSEE By: Title: ROUND ROCK GOLF, INC., AS LESSOR By: Title: FIRST SUPPLEMENTAL TRUST AGREEMENT This First Supplemental Trust Agreement ( "First Supplement ") dated as of December 1, 1994 is entered into by and among the City of Round Rock, Texas (the "City "), Frost National Bank, as Trustee (as successor trustee to First City, Texas - Austin, N.A.) (the "Trustee ") and Round Rock Golf, Inc. (the "Corporation "). WITNESSETH: WHEREAS, the Trustee, the Corporation and the City have previously executed a "Trust Agreement" dated as of December 1, 1989 (the "Trust Agreement ") in connection with the issuance by the Trustee of 86,740,000 City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 (the "Certificates ") evidencing proportional interests in certain lease payments made by the City under the Lease Agreement dated as of December 1, 1989 between the City and the Corporation; and WHEREAS, the City and the Corporation deem it advisable and necessary to amend the Trust Agreement pursuant to the provisions of Article X thereof to clarify the ability to provide for the payment or prepayment of the Certificates and Lease Payments and therefore releasing and defeasing the obligations of the City and the Corporation under the Trust Agreement and Lease NOW, THEREFORE, the parties hereto agree as follows: 1. Section 14.01 of the Trust Agreement is deleted in its entirety and is hereby amended to read in its entirety as follows: Section 14.01. DEFEASANCE OF CERTIFICATES AND LEASE PAYMENTS. (a) Any Certificate and the interest thereon and Lease Payments shall be deemed to be paid, retired, and no longer outstanding (a " Defeased Obligation ") within the meaning of this Trust Agreement and the Lease Agreement, respectively, except to the extent provided in subsection (d) of this Section 14.01, when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity, upon redemption, or otherwise) and premium, if any, and the Lease Payment either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption), or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Trustee for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made with the Trustee for the payment of its services until all Defeased Obligations shall have become due and payable or (3) a combination of (1) and (2). At such time as a Certificate shall be deemed to be a Defeased Obligation hereunder, as aforesaid, such Certificate and the interest thereon and the Lease Payments shall no longer be secured by, payable from, or entitled to the benefits of, the Trust Agreement and Lease Agreement, as provided herein, and such principal and interest shall be payable solely from such money or Government Obligations. (b) Any moneys so deposited with the Trustee may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Trustee which is not required for the payment of the Certificates and interest thereon with respect to which such money has been so deposited, shall be turned over to the City, or deposited as directed in writing by the City. (c) The term "Government Obligations" as used in this Section, shall mean direct non - callable obligations of the United States of America, including, obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, which may be in book -entry form. (d) Until all Defeased Obligations shall have become due and payable, the Trustee shall perform the services of Trustee and paying agent/registrar for such Defeased Obligations the same as if they had not been defraud, and the City shall make proper arrangements to provide and pay for such services as required by this Trust Agreement. In the event of a deposit set forth in (a)(ii) of this Section, the Certificates shall continue to represent direct and proportionate interests of the owners thereof in Ie Payments under the Lease 2. Except as expressly amended and modified hereby, all terms and provisions of the Lease shall remain in full force and effect, and the Lessor and Lessee hereby ratify, confirm and adopt the Lease as amended and modified hereby. IN WITNESS WHEREOF, the parties hereto have caused this First Supplement to be duly executed by their respective authorized officers as of the day and year first above written and effective upon the receipt of the necessary consents. ATTEST: By: City Secretary ATTEST: By: Title: ATTEST: By: Title: CITY OF ROUND ROCK, TEXAS By: Title: ROUND ROCK GOLF, INC. By: Title: FROST NATIONAL BANK, AS TRUSTEE By: Title: THE STATE OF TEXAS § CITY OF ROUND ROCK § Charles Culpepper, Mayor Robert Stluka, Mayor Pro-Tem Rod Morgan, Councilmember Rick Stewart, Councilmember Earl Palmer, Councilmember AYES: All Present Voted Aye NOES: None CERTIFICATE FOR RESOLUTION We, the undersigned officers of the City of Round Rock, Texas (the "City"), hereby certify as follows: 1. The City Council of the City (the "Council ") convened in REGULAR MEETING ON THE 22ND DAY OF DECEMBER, 1994, at the City Hall (the "Meeting "), and the roll was called of the duly constituted officers and members of the City, to wit: Jimmy Joseph, Councilmember Martha A. Chavez, Councilmember Robert Bennett, City Manager Joanne Land, Asst. City Manager /City Secretary David Kautz, Director of Finance and all of the persons were present, except the following absentees: None, thus constituting a quorum. Whereupon, among other business, the attached Resolution was duly introduced for the consideration of the Council. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, the motion carrying with it the adoption of the Resolution, prevailed and carried by the following vote: 2. A true, full and correct copy of the aforesaid Resolution passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that the Resolution has been duly recorded in the Council's minutes of the Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the Council's minutes of the Meeting pertaining to the passage of the Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Council as indicated therein; that each of the officers and members of the Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that the Resolution would be introduced and considered for passage at the Meeting, and each of the officers and members consented, in advance, to the holding of the Meeting for such purpose; that the Meeting was open to the public and public notice of the time, place and purpose of the Meeting was given, all as required by Chapter 551, Government Code, as amended. SIGNED AND SEALED this (SEAL) iOF RESOLUTION APPROVING FIRST SUPPLEMENTAL TRUST AGREEMENT AND FIRST SUPPLEMENTAL LEASE AGREEMENT WHEREAS, the City of Round Rock, Texas (the "City") has previously executed a "Golf Course Construction and Lease /Purchase Agreement" dated as of December 1, 1989 (the "Lease ") between the City, as lessee and Round Rock Golf, Inc., as lessor in connection with the acquisition, construction and financing of a public golf course; and WHEREAS, in furtherance of the acquisition, construction and financing of the golf course, a Trust Agreement dated as of December 1, 1989 by and among the City of Round Rock, Texas, First City, Texas- Austin N.A., as Trustee and Round Rock Golf, Inc. (the "Trust Agreement ") was executed in connection with the issuance of $6,740,000 City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 (the "Certificates "); and WHEREAS, the City deems it advisable and necessary to amend the Lease and Trust Agreement to clarify the City's ability to provide for the prepayment of lease payments under the 1 ease and therefore releasing and defeasing its obligations under the Lease, Trust Agreement and Certificates; and WHEREAS, pursuant to Section 15.4 of the Lease, the Lease can be modified by written amendment of the lessee and the lessor as provided in the Trust Agreement; and WHEREAS, pursuant to Article X of the Trust Agreement, the Trust Agreement can be modified or amended at any time by a supplemental agreement executed by the City and the lessor which amendment shall become effective when the written consents of the owners of 60% in aggregate principal amount of the Certificates outstanding shall be filed with the Trustee; and WHEREAS, the lessor and lessee will be soliciting the consent to the First Supplemental Trust Agreement and First Supplemental Lease Agreement by 60% of the owners of the Certificates as required by Article X of the Trust Agreement; and WHEREAS, the Trust Agreement and Lease shall be deemed modified and amended by the First Supplemental Trust Agreement dated as of December 1, 1994 and the First Supplemental . ase' Agreement dated as of December 1, 1994, respectively, in substantially the form attached hereto as Exhibit "A "; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: Section 1. Recitals and Approval of Supplemental Agreements. The recitals set forth in the preamble hereof are incorporated by reference herein and shall have the same force and effect as if set forth in this Section. The City hereby approves the First Supplemental Trust Agreement and First Supplemental Lease Agreement in substantially the form attached hereto as Exhibit "A" and the Mayor or City Manager are hereby authorized to execute the agreements and the City Secretary is hereby authorized to attest such agreements. Section 2. Further Procedures. The Mayor or City Manager, City Secretary, the Director of Finance and all other officers, employees and agents of the City, including the City's Financial Advisor and attorneys, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things to execute, aclrnowledge and deliver in the name and under the corporate seal and on behalf of the City all instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Resolution, the First Supplemental Trust Agreement and First Supplemental Lease Agreement, the amendment of such agreements and other matters in connection therewith. Section 3. Full Force and Effect. Except as expressly amended and modified as set forth in Exhibit "A" attached hereto, all terms and provisions of the Lease and the Trust Agreement, respectively shall remain in full force and effect and the City hereby ratifies, confirms and adopts the Lease and Trust Agreement as amended and modified by the First Supplemental Trust Agreement and First Supplemental Lease Agreement. EXHIBIT A FIRST SUPPLEMENTAL GOLF COURSE CONSTRUCTION AND LEASE/PURCHASE AGREEMENT This First Supplemental Golf Course Construction and Lease/Purchase Agreement ( "First Supplement ") dated as of December 1, 1994 is entered into by and between the City of Round Rock, Texas, as lessee (the "Lessee ") and Round Rock Golf, Inc., as lessor (the "Lessor "). WITNESSETH: WHEREAS, the Lessor and Lessee have previously executed a "Golf Course Construction and Lease]Purchase Agreement" dated as of December 1, 1989 (the "Lease ") in connection with the acquisition, construction and financing of a public golf course; and WHEREAS, the Lessor and Lessee deem it advisable and necessary to amend the Lease, pursuant to the provisions of Section 15.4 to clarify the Lessee's ability to provide for the prepayment and defeasance of tease payments under the Lease and therefore releasing and defeasing its obligations under the Lease. NOW, THEREFORE, the parties hereto agree as follows: 1. Section 10.3 of the Lease is deleted in its entirety and is hereby amended to read in its entirety as follows: Section 10.03. Prepayment of Lease Payments and/or purchase of Project and Release of Lessor's Interest. Notwithstanding any other provision of this Lease Agreement to the contrary, the Lessee shall have the option to purchase the Project and/or make provision to prepay any of the remaining Lease Payments on any date by irrevocably depositing with or making available to the Trustee for such payment (I) lawful money of the United States of America sufficient to make such payment, (2) Government Obligations which mature as to principal and interest in such amounts and in such times to ensure the availability, without reinvestment, of sufficient money to provide for such Lease Payments as further set forth in Section 14.01 of the Trust Agreement as amended by the First Supplemental Trust Agreement dated as of December 1, 1994. Upon exercise by the Lessee of its option to purchase the Property by paying or making provision for the payment of all remaining Lease Payments and any other amounts then due or past due, Lessee shall have no further obligations under this Lease Agreement and the Ground Lease and Lessor and Trustee shall take all actions necessary to authorize, execute and deliver to Lessee any and all documents necessary to vest in Lessee, all of the Lessor's and Trustee's right, title and interest in and to the Project, free and clear of all liens, leasehold interests and encumbrances, including, if necessary, a release of any and all liens or interest created under the provisions of this Lease Agreement or the Ground Lease. 2. Except as expressly amended and modified hereby, all terms and provision of the Lease shall remain in full force and effect, and the Lessor and Lessee hereby ratify, confirm and adopt the Lease as amended and modified hereby. IN WITNESS WHEREOF, the parties hereto have caused this First Supplement to be duly executed by their respective authorized officers as of the day and year first above written and effective upon the receipt of the necessary consents. ATTEST: By: City Secretary ATTEST: By: Title: CITY OF ROUND ROCK, TEXAS, AS LESSEE By: Title: ROUND ROCK GOLF, INC., AS LESSOR By: Title: FIRST SUPPLEMENTAL TRUST AGREEMENT This First Supplemental Trust Agreement ( "First Supplement ") dated as of December 1, 1994 is entered into by and among the City of Round Rock, Texas (the "City "), Frost National Bank, as Trustee (as successor trustee to First City, Texas - Austin, N.A.) (the "Trustee ") and Round Rock Golf, Inc. (the "Corporation "). WITNESSET11: WHEREAS, the Trustee, the Corporation and the City have previously executed a "Trust Agreement" dated as of December 1, 1989 (the "Trust Agreement ") in connection with the issuance by the Trustee of $6,740,000 City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 (the "Certificates ") evidencing proportional interests in certain lease payments made by the City under the Lease Agreement dated as of December 1, 1989 between the City and the Corporation; and WHEREAS, the City and the Corporation deem it advisable and necessary to amend the Trust Agreement pursuant to the provisions of Article X thereof to clarify the ability to provide for the payment or prepayment of the Certificates and Lease Payments and therefore releasing and defeasing the obligations of the City and the Corporation under the Trust Agreement and Lease. NOW, THEREFORE, the parties hereto agree as follows: 1. Section 14.01 of the Trust Agreement is deleted in its entirety and is hereby amended to read in its entirety as follows: Section 14.01. DEFEASANCE OF CERTIFICATES AND LEASE PAYMENTS. (a) Any Certificate and the interest thereon and Lease Payments shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Obligation ") within the meaning of this Trust Agreement and the Lease Agreement, respectively, except to the extent provided in subsection (d) of this Section 14.01, when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity, upon redemption, or otherwise) and premium, if any, and the I rase Payment either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption), or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Trustee for such payment (I) lawful money of the United States of America sufficient to make such payment, (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made with the Trustee for the payment of its services until all Defeased Obligations shall have become due and payable or (3) a combination of (I) and (2). At such time as a Certificate shall be deemed to be a Defeased Obligation hereunder, as aforesaid, such Certificate and the interest thereon and the Lease Payments shall no longer be secured by, payable from, or entitled to the benefits of, the Trust Agreement and Lease Agreement, as provided herein, and such principal and interest shall be payable solely from such money or Government Obligations. (b) Any moneys so deposited with the Trustee may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Trustee which is not required for the payment of the Certificates and interest thereon with respect to which such money has been so deposited, shall be turned over to the City, or deposited as directed in writing by the City. (c) The term "Government Obligations" as used in this Section, shall mean direct non - callable obligations of the United States of America, including, obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, which may be in book -entry form. (d) Until all Defeased Obligations shall have become due and payable, the Trustee shall perform the services of Trustee and paying agent/registrar for such Defeased Obligations the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Trust Agreement. In the event of a deposit set forth in (a)(ii) of this Section, the Certificates shall continue to represent direct and proportionate interests of the owners thereof in T Pace Payments under the Lease. 2. Except as expressly amended and modified hereby, all terms and provisions of the Lease shall remain in full force and effect, and the Lessor and Lessee hereby ratify, confirm and adopt the Lease as amended and modified hereby. IN WITNESS WHEREOF, the parties hereto have caused this First Supplement to be duly executed by their respective authorized officers as of the day and year first above written and effective upon the receipt of the necessary consents. ATTEST: By: City Secretary ATTEST: By: Title: ATTEST: By: Title: CITY OF ROUND ROCK, TEXAS By: Title: ROUND ROCK GOLF, INC. By: Title: FROST NATIONAL BANK, AS TRUSTEE By: Title: Board of Directors Moved Seconded Yes No Abstain Robert Stluka Rod Morgan Rick Stewart Earl Palmer Martha Chavez Jimmy Joseph Charles Culpepper DATE: 4- as -9"7 ITEM: to ROUND ROCK GOLF, INC. ACTION CHART Board of Directors Moved Seconded Yes No Abstain Robert Stluka Rod Morgan Rick Stewart Earl Palmer Martha Chavez Jimmy Joseph Charles Culpepper DATE: ITEM: ROUND ROCK GOLF, INC. ACTION CHART Board of Directors Moved Seconded Yes No Abstain Robert Stluka Rod Morgan Rick Stewart Earl Palmer Martha Chavez Jimmy Joseph Charles Culpepper DATE: ITEM: Q ROUND ROCK GOLF, INC. ACTION CHART