MDD Resolution No. 494 RESOLUTION NO. 494
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT APPROVING CORRECTIONS TO THE
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT'S HOTEL SERVICES
AGREEMENT, PLEDGE AND SECURITY AGREEMENT, ASSET MANAGEMENT
AGREEMENT, AND INDENTURE OF TRUST TO REFLECT THE PROPER FISCAL
YEAR; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING
FOR THE EFFECTIVE DATE THEREOF.
******************************************************************************
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT:
Section 1: That the Board of Directors of the Baytown Municipal Development District
hereby approves corrections to the Hotel Services Agreement, Pledge and Security Agreement, Asset
Management Agreement,and Indenture of Trust to reflect the proper fiscal year end of September 30 rather
than December 31. A copy of such amendments are attached hereto as Exhibits "A," "B," "C," and "D,"
and incorporated herein for all intents and purposes.
Section 2: This resolution shall take effect immediately from and after its passage by the Board
of Directors of the Baytown Municipal Development District.
INTRODUCED, READ and PASSED by the affirmative vote of the Board of Directors of the
Baytown Municipal Development District this the 81h day of May,2025.
ARLES J SON, President
pY7 G�wAl ���N,N t u b���/i
A' 'ST: �'�� /
oee eeeei ///
�e
LL
ANGE CAS
• I i�.'�Oe O�eeeer� `�
OVED AS O-l~Q
SCOTT LEM , General Counsel
R.Ordinances and Resolutions Resolution Drafts\MDD 2025-5-8\Res-Correcting Hotel Agts.docx
EXHIBIT "A"
CORRECTION TO HOTEL SERVICES AGREEMENT
(HYATT REGENCY BAYTOWN—HOUSTON)
THIS CORRECTION TO HOTEL SERVICES AGREEMENT (the
"Correction") is made and entered into as of the 16th day of April 2025, by and between
Baytown Municipal Development District, a political subdivision of both the State of
Texas and the City of Baytown, Texas ("Owner"), and Hyatt Corporation, a Delaware
corporation ("Hyatt"). Owner and Hyatt are each a"Party" and together the"Parties".
WITNESSETH
WHEREAS, Hyatt and Owner are the parties to that certain Hotel Services
Agreement dated as of August 25, 2021 (as has been, or may from time to time be,
amended, restated, exchanged, substituted, extended or otherwise modified, the
"Management Agreement") regarding the management and operation of the hotel
commonly known as Hyatt Regency Baytown - Houston; and
WHEREAS, the Management Agreement incorrectly defined the term "Fiscal
Year"to end on December 31 of each year, rather than the correct date of September 30 of
each year;
WHEREAS,the parties hereto have agreed to correct the errors in the Management
Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Recitals. The foregoing recitals shall constitute an integral part of this
Correction, and this Correction shall be construed in consideration thereof.
2. Definitions. Capitalized terms used but not defined in this Correction shall
have the meaning ascribed to them in the Management Agreement.
3. Definition of"Fiscal Year". The definition of"Fiscal Year"in Exhibit A
of the Management Agreement is hereby corrected and replaced in its entirety as follows:
" `Fiscal Year' shall mean the full twelve-month period commencing on
October 1 of each year and ending on September 30 of the following year,
except that the first Fiscal Year hereunder shall commence on the Opening
Date and shall continue until the following September 30. The last Fiscal
Year hereunder shall end on the date of the expiration or earlier termination
of this Agreement. Any reference to a "full Fiscal Year" shall refer to a
Fiscal Year comprising a full twelve-month period."
4921-0084-0483v.3 63325-1 4 16 2025
4. Term. Section 2.1 of the Management Agreement is hereby deleted in its
entirety and replaced with the following:
"This Agreement shall be effective as of the Execution Date, provided that
the initial operating term (the "Operating Term") of this Agreement shall
begin as of the Opening Date and shall expire at 23:59:59 (local time at the
Hotel) on December 31, 2053 unless this Agreement is sooner terminated
as herein provided."
5. Ouarterly Meetings. Section 6.4(b) of the Management Agreement is
herby corrected in its entirety as follows:
"Quarterly Meetings. Within thirty(30) days after receipt by Owner of the
Financial Statements for the periods ending on December 31,March 31,and
September 30 of each Fiscal Year,Hyatt shall,upon request,make available
at a mutually agreed location the General Manager (or other appropriate
managerial representative), at no cost to Owner(other than reimbursement
for reasonable travel expenses) to review the operating results for such
periods and to discuss the opinions and recommendations of Owner. The
review, explanation and discussion of the operating results for the period
ending June 30 shall take place simultaneously with the explanation and
discussion of the Annual Plan for the succeeding year."
6. No Other Changes. Except as otherwise herein expressly provided, the
Management Agreement shall continue in frill force and effect. In the event of any conflict
between the provisions of this Correction and the provisions of the Management
Agreement, the provisions of this Correction shall prevail.
7. Trustee Consent. Notwithstanding any contrary provision hereof, this
Correction shall not be deemed effective unless and until Trustee (defined below)
acknowledges and accepts the terms hereof in writing.
8. Authority. Subject to the preceding paragraph, Hyatt and Owner hereby
covenant and warrant that they have full right and authority to enter into this Correction.
9. Owner Estoppel. Owner hereby represents and warrants to Hyatt that as
of the date hereof that neither Owner,nor,to Owner's knowledge,Hyatt, is in default under
any of the terms, covenants or provisions of the Management Agreement. As of the date
hereof, Owner has no knowledge of any event which, but for the passage of time or the
giving of notice or both, would constitute an event of default by either Hyatt or Owner
under the Management Agreement.
10. Ratification. Except as otherwise expressly modified by the terms of this
Correction,the Management Agreement remains unchanged and shall continue in full force
4921-0084-0483v.3 63325-1 4 16 2025
and effect. All terms, covenants, and conditions of the Management Agreement not
expressly modified herein are hereby confirmed and ratified and remain in full force and
effect, and as further corrected hereby, constitute valid and binding obligations of Owner
and Hyatt enforceable according to the terms thereof.
11. Construction and Interpretation. This Correction has been prepared
jointly by, and is the product of extensive negotiations between, the parties hereto (all of
whom have been represented by counsel of their own choosing); it shall be construed
reasonably to carry out its intent without presumption against or in favor of either party.
12. Severability. If any term or provision of any article or section of this
Correction, or the application thereof to any persons or circumstances, is to any extent or
for any reason held invalid or unenforceable,then the remainder of this Correction, as well
as any other term or provision of any article or section of any other agreement between the
Parties, and the application of any such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable shall not be affected thereby, and
each term and provision of any article or section of this Correction shall be valid and
enforced to the fullest extent permitted by law.
13. Captions. The captions on paragraphs are provided for purposes of
convenience and are not intended to limit, define the scope of or aid in interpretation of
any of the provisions hereof.
14. No Third Party Beneficiary. This Correction is for the benefit of Owner
and Hyatt and shall not create third party beneficiary rights.
15. Further Instruments. Each party hereto shall further execute and deliver
all such other appropriate supplemental agreements and other instruments and take such
action as may be necessary to make this Correction fully and legally effective, binding and
enforceable as between the parties hereto and as against third parties.
16. Successors. This Correction shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.
17. Counterparts. This Correction may be executed in any number of
counterparts, all of which, taken together, shall constitute one and the same agreement and
a Party may enter into this Correction by executing a counterpart. Documents executed,
scanned, and transmitted electronically in PDF format an&or electronic signatures shall be
deemed original signatures for purposes of this Correction and all matters related thereto,
with such scanned and electronic signatures having the same legal effect as original
signatures.
[Signature Pages Follow]
4921-0084-0483v.3 63325-1 4 16 2025
IN WITNESS WHEREOF, the parties hereto have caused this Correction to be
executed as of the day and year first written above.
OWNER:
Baytown Municipal Development District, a
political subdivision of both the State of Texas and
the City of Baytown, Texas
By:
Name: _
Title:
Signature Page—Correction to Hotel Services Agreement
4921-0084-0483v.3 63325-1 4/16/2025
HYATT:
HYATT CORPORATION, a Delaware
corporation
By:
Name:
Title:
Signature Page—Correction to Hotel Services Agreement
4921-0084-0483v.3 63325-1 4/16/2025
CONSENT OF TRUSTEE
Pursuant to Section 4 of the Subordination, Non-Disturbance and Attornment
Agreement between Hyatt Corporation and Wells Fargo Bank N.A., as prior trustee, dated
September 1,2021,the undersigned,as successor trustee("Trustee"),does hereby consent
to the above and foregoing Correction, subject to and in accordance with the terms and
provisions thereof.
Dated: 72025 Trustee:
Computershare Trust Company,
National Association, not personally,
but solely in its capacity as successor
Trustee
By:
Name:
Title:
Signature Page Correction to Hotel Services Agreement
4921-0084-0483v.3 63325-1 4 16 2025
EXHIBIT "B"
CORRECTION TO PLEDGE AND SECURITY AGREEMENT
THIS CORRECTION TO PLEDGE AND SECURITY AGREEMENT (this
"Correction") is made and entered into as of this 16th day of April, 2025, by and between
Baytown Municipal Development District, a municipal development district established by the
City of Baytown, Texas pursuant to Chapter 377 of the Texas Local Government Code (the
"District")and Computershare Trust Company,National Association(together with its successors
and assigns, the "Trustee"), not in its individual capacity, but as successor Trustee for the
"Owners" described in that certain Trust Indenture entered into as of September 1, 2021 by and
between the District and Wells Fargo Bank, N.A. (each of them individually, a "Party" or
collectively the "Parties").
WITNESSETH
WHEREAS, the District and Wells Fargo Bank, N.A., as original trustee, are parties to
that certain Pledge and Security Agreement dated as of September 1, 2021 (as has been, or may
from time to time be, amended, restated, exchanged, substituted, extended or otherwise modified,
the "Security Agreement") related to the District's First-Lien Hotel Revenue Bonds (Baytown
Convention Center Hotel), Series 2021A, Second-Lien Hotel Revenue Bonds (Baytown
Convention Center Hotel), Series 2021 B and Combination Limited Sales Tax Revenue and Third-
Lien Hotel Revenue Bonds (Baytown Convention Center Hotel), Series 2021C; and
WHEREAS, the Security Agreement incorrectly states that the District's fiscal year ends
on December 31 of each year, rather than the correct date of September 30 of each year;
WHEREAS, the Parties have agreed to correct the errors in the Security Agreement as
provided herein.
NOW,THEREFORE, in consideration of the mutual covenants and obligations set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Recitals. The foregoing recitals shall constitute an integral part of this Correction,
and this Correction shall be construed in consideration thereof.
2. Definitions. Capitalized terms used but not defined in this Correction shall have
the meaning ascribed to them in the Security Agreement.
3. Correction Regarding Fiscal Year. Pursuant to Section 8.6 of the Security
Agreement, Section 4.9 of the Security Agreement is hereby corrected and replaced in its entirety
as follows:
"4.9 Change of Name or Location; Change of Fiscal Year. District shall not
(a) change its name as it appears in official filings in the state of its incorporation
or organization, (b) change its chief executive office, principal place of business,
mailing address,corporate offices or warehouses or locations at which Collateral is
held or stored, or the location of its records concerning the Collateral as set forth in
this Security Agreement, (c) change the type of entity that it is, (d) change its
organization identification number, if any, issued by its state of incorporation or
other organization, or (e) change its state of incorporation or organization, in each
case, unless the Trustee shall have received at least thirty days'prior written notice
of such change and the Trustee shall have acknowledged in writing that either
(1) such change will not adversely affect the validity, perfection or priority of the
Trustee's security interest in the Collateral, or (2) any reasonable action requested
by the Trustee in connection therewith has been completed or taken (including any
action to continue the perfection of any Liens in favor of the Trustee in any
Collateral),provided that,any new location shall be in the continental United States
and the District shall not change its fiscal year which currently ends on September
30."
4. No Other Changes. Except as otherwise herein expressly provided, the Security
Agreement shall continue in full force and effect. In the event of any conflict between the
provisions of this Correction and the provisions of the Security Agreement, the provisions of this
Correction shall prevail.
5. Authority. The Parties hereby covenant and warrant that they have full right and
authority to enter into this Correction.
6. Estoppel. The District hereby represents and warrants to the Trustee that, as of
the date hereof,neither the District,nor,to the District's knowledge,the Trustee,is in default under
any of the terms, covenants or provisions of the Security Agreement. As of the date hereof, the
District has no knowledge of any event which, but for the passage of time or the giving of notice
or both,would constitute an event of default by either the Trustee or the District under the Security
Agreement.
7. Ratification. Except as otherwise expressly modified by the terms of this
Correction, the Security Agreement remains unchanged and shall continue in full force and effect.
All terms, covenants, and conditions of the Security Agreement not expressly modified herein are
hereby confirmed and ratified and remain in full force and effect, and as further corrected hereby,
constitute valid and binding obligations of the District and the Trustee enforceable according to
the terms thereof.
8. Construction and Interpretation. This Correction has been prepared jointly by,
and is the product of extensive negotiations between, the Parties hereto (all of whom have been
represented by counsel of their own choosing); it shall be construed reasonably to carry out its
intent without presumption against or in favor of either Party.
9. Severability. If any term or provision of any article or section of this Correction,
or the application thereof to any persons or circumstances, is to any extent or for any reason held
invalid or unenforceable, then the remainder of this Correction, as well as any other term or
provision of any article or section of any other agreement between the Parties, and the application
of any such term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected thereby, and each term and provision of any article
or section of this Correction shall be valid and enforced to the fullest extent permitted by law.
10. Captions. The captions on paragraphs are provided for purposes of convenience
and are not intended to limit, define the scope of or aid in interpretation of any of the provisions
hereof.
11. No Third Party Beneficiary. This Correction is for the benefit of the District and
the Trustee and shall not create third party beneficiary rights.
12. Further Instruments. Each party hereto shall further execute and deliver all such
other appropriate supplemental agreements and other instruments and take such action as may be
necessary to make this Correction fully and legally effective, binding and enforceable as between
the parties hereto and as against third parties.
13. Successors. This Correction shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns.
14. Counterparts. This Correction may be executed in any number of counterparts,
all of which, taken together, shall constitute one and the same agreement and a Party may enter
into this Correction by executing a counterpart. Documents executed, scanned, and transmitted
electronically in PDF format and/or electronic signatures shall be deemed original signatures for
purposes of this Correction and all matters related thereto, with such scanned and electronic
signatures having the same legal effect as original signatures.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, District and the Trustee have executed this Correction to the
Pledge and Security Agreement as of the date first above written.
DISTRICT:
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT
By:
Jason E. Reynolds, General Manager
ATTEST:
By:
Angela Jackson, City Clerk
TRUSTEE:
COMPUTERSHARE TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:—
Name:-
Title:-
Exhibit "C"
CORRECTION TO ASSET MANAGEMENT AGREEMENT
THIS CORRECTION TO ASSET MANAGEMENT AGREEMENT (this
"Correction") is made and entered into as of this 16th day of April, 2025, by and between
Baytown Municipal Development District, a political subdivision of both the City of Baytown,
Texas and the State of Texas (the "MDD") and Garfield AM LLC, a Texas limited liability
company(the "Manager") (each of them individually, a"Party"or collectively the "Parties").
WITNESSETH
WHEREAS, the MDD and the Manager are parties to that certain Asset Management
Agreement dated as of August 25, 2021 (as has been, or may from time to time be, amended,
restated, exchanged, substituted, extended or otherwise modified, the "Management
Agreement") regarding the opening, management and operation of a hotel facility now known as
the Hyatt Regency Baytown—Houston; and
WHEREAS,the Management Agreement incorrectly reflects that the District's fiscal year
ends on December 31 of each year, rather than the correct date of September 30 of each year;
WHEREAS, the Parties have agreed to correct the Management Agreement as provided
herein.
NOW,THEREFORE, in consideration of the mutual covenants and obligations set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Recitals. The foregoing recitals shall constitute an integral part of this Correction,
and this Correction shall be construed in consideration thereof.
2. Definitions. Capitalized terms used but not defined in this Correction shall have
the meaning ascribed to them in the Management Agreement.
3. Correction Regarding Operating Term. Pursuant to Section 13.4 of the
Management Agreement, Section 2.1 of the Management Agreement is hereby corrected and
replaced in its entirety as follows:
"Section 2.1 Operating Term. Unless sooner terminated pursuant to the
provisions of this Agreement, the "Operating Term" of this Agreement shall be
for a period which begins on the Opening Date (as defined in the Hotel Services
Agreement) and expires without notice at 11:59:59 p.m. (local Hotel time) on
September 30"' of the fiscal year in which the thirtieth (30th) anniversary of the
Opening Date occurs, unless sooner terminated as herein provided (the
"Expiration Date"). On or after the Opening Date, Operator, the Manager and the
MDD shall enter into a document memorializing the Opening Date. Prior to the
commencement of the Operating Term, only those sections of this Agreement
applicable to(i)the pre-opening services and actions of the Parties during that time
1
4927-6993-8213v.3 63325-14/16/2025
or (ii) representations, warranties and indemnities made by the Parties in favor of
the other Party shall be in effect."
4. No Other Changes. Except as otherwise herein expressly provided, the
Management Agreement shall continue in full force and effect. In the event of any conflict
between the provisions of this Correction and the provisions of the Management Agreement, the
provisions of this Correction shall prevail.
5. Authority. The Parties hereby covenant and warrant that they have full right and
authority to enter into this Correction. Any approvals required under the Bonds Indenture have
been obtained.
6. Estoppel. The MDD hereby represents and warrants to the Manager that, as of the
date hereof, neither the MDD, nor,to the MDD's knowledge, the Manager, is in default under any
of the terms, covenants or provisions of the Management Agreement. As of the date hereof, the
MDD has no knowledge of any event which, but for the passage of time or the giving of notice or
both, would constitute an event of default by either the Manager or the MDD under the
Management Agreement.
7. Ratification. Except as otherwise expressly modified by the terms of this
Correction, the Management Agreement remains unchanged and shall continue in full force and
effect. All terms,covenants,and conditions of the Management Agreement not expressly modified
herein are hereby confirmed and ratified and remain in full force and effect, and as further
corrected hereby, constitute valid and binding obligations of the MDD and the Manager
enforceable according to the terms thereof.
8. Construction and Interpretation. This Correction has been prepared jointly by,
and is the product of extensive negotiations between, the parties hereto (all of whom have been
represented by counsel of their own choosing); it shall be construed reasonably to carry out its
intent without presumption against or in favor of either party.
9. Severability. If any term or provision of any article or section of this Correction,
or the application thereof to any persons or circumstances, is to any extent or for any reason held
invalid or unenforceable, then the remainder of this Correction, as well as any other term or
provision of any article or section of any other agreement between the Parties, and the application
of any such term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected thereby, and each term and provision of any article
or section of this Correction shall be valid and enforced to the fullest extent permitted by law.
10. Captions. The captions on paragraphs are provided for purposes of convenience
and are not intended to limit, define the scope of or aid in interpretation of any of the provisions
hereof.
IL. No Third Party Beneficiary. This Correction is for the benefit of the MDD and
the Manager and shall not create third party beneficiary rights.
2
4927-6993-8213v.3 63325-14/16/2025
12. Further Instruments. Each party hereto shall further execute and deliver all such
other appropriate supplemental agreements and other instruments and take such action as may be
necessary to make this Correction fully and legally effective, binding and enforceable as between
the parties hereto and as against third parties.
13. Successors. This Correction shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns.
14. Counterparts. This Correction may be executed in any number of counterparts,
all of which, taken together, shall constitute one and the same agreement and a Party may enter
into this Correction by executing a counterpart. Documents executed, scanned, and transmitted
electronically in PDF format and/or electronic signatures shall be deemed original signatures for
purposes of this Correction and all matters related thereto, with such scanned and electronic
signatures having the same legal effect as original signatures.
[Remainder of page intentionally left blank.]
3
4927-6993-8213v.3 63325-14/16/2025
IN WITNESS WHEREOF, the parties hereto have caused this Correction to Asset
Management Agreement to be executed as of the date hereinabove written.
GARFIELD AM LLC, a Texas limited
liability company
By:
Raymond Garfield, Chairman
BAYTOWN MUNICIPAL DEVELOPMENT
DISTRICT, a political subdivision of the
State of Texas
By:
Jason E. Reynolds, General Manager
4
4927-6993-8213v.3 63325-14/16/2025
Exhibit "D"
CORRECTION TO INDENTURE OF TRUST
benveen
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT,
as District
and
COMPUTERSHARE TRUST COMPANY,NATIONAL ASSOCIATION,
as successor Trustee
Dated as of April 16, 2025
securing
Baytown Municipal Development District
Hotel Revenue Bonds
(Baytown Convention Center Hotel)
4898-3933-8789v.4 63325-1 4:16 2025
CORRECTION TO INDENTURE OF TRUST
THIS CORRECTION TO INDENTURE OF TRUST, dated as of April 16, 2025 (this
"Correction"), is by and between the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a
political subdivision of both the State of Texas and the City of Baytown, Texas (the "District'),
and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of America, as successor to
Wells Fargo Bank, N.A., as trustee (the "Trustee") (each of them individually, a "Party" or
collectively the"Parties").
WITNESSETH
WHEREAS, the District has previously issued its First-Lien Hotel Revenue Bonds
(Baytown Convention Center Hotel), Series 2021A, Second-Lien Hotel Revenue Bonds(Baytown
Convention Center Hotel), Series 2021 B and Combination Limited Sales Tax Revenue and Third-
Lien Hotel Revenue Bonds (Baytown Convention Center Hotel), Series 2021 C pursuant to an
Indenture of Trust dated as of September 1, 2021 (the "Original Indenture"); and
WHEREAS, change to the definition of"Fiscal Year" or "Year" contained in Exhibit A
of the Original Indenture and other corrections for conformity are required to correct an error in
the definition; and
WHEREAS, the Original Indenture is hereby corrected to reflect the foregoing, as herein
provided and described; and
WHEREAS, pursuant to Section 12.01 of the Original Indenture, the District and the
Trustee may enter into Supplemental Indentures without the consent of but with notice to
Registered Owners in order to cure any formal defect, omission, inconsistency or ambiguity; and
WHEREAS, this Correction is a "Supplemental Indenture" of the type described in
Section 12.01 of the Original Indenture; and
WHEREAS, the Parties have agreed to execute this Correction as provided herein; and
WHEREAS, all acts necessary to make this Correction a valid, binding, and legal
obligation of the District,and together with the Original Indenture,a valid indenture and agreement
according to its terms and the terms of the Original Indenture, as corrected hereby,have been done,
performed,or waived,and the execution of this Correction has in all respects been duly authorized,
and the District, in the exercise of the legal right and power vested in it, executes this Correction;
and
NOW,THEREFORE, in consideration of the mutual covenants and obligations set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
1. Recitals. The foregoing recitals shall constitute an integral part of this
Correction, and this Correction shall be construed in consideration thereof.
4898-393 3-8789v.4 63325-1 4i 16i 2025
2. Definitions. Capitalized terms used but not defined in this Correction shall
have the meaning ascribed to them in the Original Indenture.
3. Definition of"Fiscal Year" or "Year". Pursuant to section 12.01 of the
Original Indenture, the following definition is corrected to cure a formal defect therein. The
definition of"Fiscal Year" or "Year" in Exhibit A to the Original Indenture is hereby corrected
and replaced in its entirety as follows:
""Fiscal Year" or"Year" shall mean the calendar year except that the first Fiscal
Year hereunder shall commence on the Opening Date and shall continue until the
following September 30, and the last Fiscal Year hereunder shall end on the date of
the expiration or earlier termination of the Hotel Services Agreement. Any
reference to a "full Fiscal Year" shall refer to a Fiscal Year comprising a full 12-
month period."
4. Senior Asset ?Management Fee Fund. Pursuant to Section 12.01 of the
Original Indenture, the following definition is corrected to cure a formal defect therein. Section
5.11(b) of the Original Indenture is hereby corrected and replaced in its entirety as follows:
"On each Monthly Distribution Date, the Trustee shall transfer from funds on
deposit in the Senior Asset Management Fee Fund to the Asset Manager(or to other
Persons upon written direction of the Asset Manager to the Trustee) in payment of
the Senior Asset Management Fees due and owing to the Asset Manager for the
preceding month the amount indicated for such month on the Schedule of
Management Fees provided to the Trustee by the District. The Trustee is entitled to
conclusively rely on such Schedule of Management Fees. If for any Fiscal Year,
the aggregate amount of the monthly installments paid to Asset Manager on account
of the Senior Asset Management Fees shall be more or less than the Senior Asset
Management Fees payable for such Fiscal Year based upon the final determination
of Gross Operating Revenue reflected in the Annual Financial Statement for such
Fiscal Year such amounts shall be reconciled pursuant to Section 6.1.3 of the Asset
Management Agreement and the District will promptly provide an updated
Schedule of Management Fees to the Trustee,upon which it shall conclusively rely.
Notwithstanding anything to the contrary herein, the District shall provide the
Trustee an accounting of the aggregate amount of the monthly installments paid to
Asset Manager on account of the Senior Asset Management Fees for the Fiscal
Years ending on September 30, 2023 and September 30,2024 within 60 days of the
effective date of this Correction. If for the Fiscal Years ending on September 30,
2023 and September 30, 2024 the aggregate amount of the monthly installments
paid to Asset Manager on account of the Senior Asset Management Fees were more
or less than the Senior Asset Management Fees payable for such Fiscal Years, such
amounts shall be reconciled pursuant to Section 6.1.3 of the Asset Management
Agreement and the District shall provide an updated Schedule of Management Fees
to the Trustee within 60 days of the effective date of this Correction, upon which it
shall conclusively rely."
4898-3933-8789v.4 63325-1 4,16 2025
5. Subordinate Management Fee Fund. Pursuant to Section 12.01 of the
Original Indenture, the following definition is corrected to cure a formal defect therein. Section
5.21(b) of the Original Indenture is hereby corrected and replaced in its entirety as follows:
"On each Monthly Distribution Date, the Trustee shall transfer from funds on
deposit in the Subordinate Management Fee Fund to the Operator (or to other
Persons upon written direction of the Operator to the Trustee) in payment of the
Subordinate Management Fees due and owing to the Operator for the preceding
month the amount indicated for such month on the Schedule of Management Fees
provided to the Trustee by the District. Notwithstanding the foregoing, in the event
amounts deposited into the Revenue Fund, together with amounts in the Surplus
Revenue Fund and the Subordinate FF&E Reserve Fund, are insufficient to fully
fund the First-Lien Bond Debt Service Fund and Second-Lien Bond Debt Service
Fund as required pursuant to Section 5.06 Seventh,Section 5.06 Ninth,Section 5.07
and Section 5.08 hereof,then no Subordinate Management Fees shall be paid to the
Operator on the Monthly Distribution Date; provided, if funds are insufficient to
pay the Subordinate Management Fees for any month, such unpaid amount shall
accrue, bearing interest as provided in the Hotel Services Agreement; provided
further, in all events any such deferred Subordinate Management Fees shall be paid
no later than five (5) years after the original date for payment. If for any Fiscal
Year, the aggregate amount of the monthly installments paid to the Operator on
account of the Subordinate Management Fee shall be more or less than the
Subordinate Management Fee payable for such Fiscal Year based upon the final
determination of Gross Operating Revenue reflected in the Annual Financial
Statement for such Fiscal Year, such amounts shall be reconciled pursuant to
Section 9.1(d)(ii) of the Hotel Services Agreement, provided, any additional
payments of the Subordinate Management Fee in such Fiscal Year shall be subject
to availability of funds in the Subordinate Management Fee Fund.Notwithstanding
anything to the contrary herein, the District shall provide the Trustee an accounting
of the aggregate amount of the monthly installments paid to Operator on account
of the Subordinate Management Fee for the Fiscal Years ending on September 30,
2023 and September 30, 2024 within 60 days of the effective date of this
Correction. If for the Fiscal Years ending on September 30, 2023 and September
30, 2024 the aggregate amount of the monthly installments paid to Operator on
account of the Subordinate Management Fee were more or less than the
Subordinate Management Fee payable for such Fiscal Years,such amounts shall be
reconciled pursuant to Section 9.1(d)(ii) of the Hotel Services Agreement,
provided, any additional payments of the Subordinate Management Fee in such
Fiscal Years shall be subject to availability of funds in the Subordinate
Management Fee Fund."
6. Subordinate Asset Management Fee Fund. Pursuant to Section 12.01 of
the Original Indenture,the following definition is corrected to cure a formal defect therein. Section
5.22(b) of the Original Indenture is hereby corrected and replaced in its entirety as follows:
4898-3933-8789v.4 63325-1 4:l6 2025
"On each Monthly Distribution Date, the Trustee shall transfer from funds on
deposit in the Subordinate Asset Management Fee Fund to the Asset Manager (or
to other Persons upon written direction of the Asset Manager to the Trustee) in
payment of the Subordinate Asset Management Fees due and owing to the Asset
Manager for the preceding month the amount indicated for such month on the
Schedule of Management Fees provided to the Trustee by the District.
Notwithstanding the foregoing, in the event amounts deposited into the Revenue
Fund, together with amounts in the Surplus Revenue Fund and the Subordinate
FF&E Reserve Fund,are insufficient to fully fund the First-Lien Bond Debt Service
Fund and Second-Lien Bond Debt Service Fund as required pursuant to Section
5.06 Seventh, Section 5.06 Ninth, Section 5.07 and Section 5.08 hereof, then no
Subordinate Asset Management Fees shall be paid to the Asset Manager on such
Monthly Distribution Date provided, however, if funds are insufficient to pay the
Subordinate Asset Management Fees for any month, such unpaid amount shall
accrue,bearing interest as provided in the Asset Management Agreement;provided
further in all events any such deferred Subordinate Asset Management Fees shall
be paid no later than five (5) years after the original date for payment. If for any
Fiscal Year, the aggregate amount of the monthly installments paid to Asset
Manager on account of the Subordinate Asset Management Fees shall be more or
less than the Subordinate Asset Management Fees payable for such Fiscal Year
based upon the final determination of Gross Operating Revenue reflected in the
Annual Financial Statement for such Fiscal Year such amounts shall be reconciled
pursuant to Section 6.1.3 of the Asset Management Agreement and the District will
promptly provide an updated Schedule of Asset Management Fees to the Trustee,
upon which it shall conclusively rely. Notwithstanding anything to the contrary
herein,the District shall provide the Trustee an accounting of the aggregate amount
of the monthly installments paid to Asset Manager on account of the Subordinate
Asset Management Fees for the Fiscal Years ending on September 30, 2023 and
September 30, 2024 within 60 days of the effective date of this Correction. If for
the Fiscal Years ending on September 30, 2023 and September 30, 2024 the
aggregate amount of the monthly installments paid to Asset Manager on account of
the Subordinate Asset Management Fees were more or less than the Subordinate
Asset Management Fees payable for such Fiscal Years, such amounts shall be
reconciled pursuant to Section 6.1.3 of the Asset Management Agreement and the
District shall provide an updated Schedule of Management Fees to the Trustee
within 60 days of the effective date of this Correction, upon which it shall
conclusively rely."
7. Debt Service Coverage. Pursuant to Section 12.01 of the Original
Indenture, the following definition is corrected to cure a formal defect therein. Section 6.15(b) of
the Original Indenture is hereby corrected and replaced in its entirety as follows:
"The Corporation shall include in the Hotel Services Agreement and each other
operating agreement covering the Project a covenant permitting Owner to cause an
audit of the hotel accounting books of the Hotel by an Accountant of recognized
national standing in the hotel industry and cause such Accountant's auditor to
4898-3933-8789v.4 63325-1 4.16 2025
deliver its report to the District, not later than February 27 of each Fiscal Year, for
the preceding Fiscal Year."
8. No Other Changes. Except as otherwise herein expressly provided, the
Original Indenture shall continue in full force and effect. In the event of any conflict between the
provisions of this Correction and the provisions of the Original Indenture, the provisions of this
Correction shall prevail.
9. Governing Law. This Correction shall be governed by and construed
in accordance with the laws of the State of Texas.
10. Counterparts. This Correction may be executed in any number of
counterparts, each of which shall be an original, and such counterparts shall together constitute
one and the same instrument.
11. Authorized Signatories. The persons signing this Correction are duly
authorized to execute it on behalf of the party they purport to represent, and each party warrants
that it is authorized to execute this Correction and to perform its duties hereunder.
12. Successors and Assigns. All covenants and agreements in this Correction
by the District and the Trustee shall bind their respective successors and assigns, whether so
expressed or not.
13. Severability. In case any provision in this Correction or any application
hereof shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the
remaining provisions and applications shall not in any way be affected or impaired thereby.
14. Original Indenture in Full Force and Effect. Except to the extent
modified by this Correction, all provisions of the Original Indenture are hereby confirmed to be in
full force and effect.
15. Construction of Correction. This Correction is executed as and shall
constitute an indenture supplemental to the Original Indenture and shall be construed in connection
with and as part of the Original Indenture.
16. Entire Agreement. This Correction, together with the Original Indenture
as corrected hereby, contains the entire agreement of the Parties as to the subject matter hereof,
and supersedes all other representations, warranties, agreements, and understandings between the
Parties, oral or otherwise, with respect to the matters contained herein and therein.
17. Effectiveness.This Correction shall become effective and binding upon the
District, the Trustee, and the Owners of the Bonds, immediately upon its execution and delivery
by the Parties.
18. Acceptance by Trustee. The District directs the Trustee to execute this
Correction and acknowledges and agrees that the Trustee will be fully protected in relying upon
4898-3933-8789v.4 63325-1 4i 16 2025
the foregoing direction. The Trustee accepts the changes to the Original Indenture as set forth in
this Correction and agrees to perform the duties of the Trustee upon the terms and conditions set
forth herein and in the Original Indenture set forth therein. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the recitals contained
herein,which shall be taken as the statements of the District and,except as provided in the Original
Indenture, the Trustee shall not be responsible or accountable in any way whatsoever for or with
respect to the validity, execution, or sufficiency of this Correction and makes no representation
with respect thereto.
19. Execution,Delivery,and Validity. The District represents and warrants to
the Trustee that this Correction has been duly and validly executed and delivered by the District
and constitutes its legal, valid, and binding obligation, enforceable against the District in
accordance with its terms.
[The remainder of this page intentionally left blank]
4898-3933-8789v.4 63325-1 4:16 2025
IN WITNESS WHEREOF,the District and the Trustee have caused this Correction to be
duly executed by their duly authorized officers as of the day and year first above written.
BAYTOWN MUNICIPAL DEVELOPMENT
DISTRICT
By:
Jason E. Reynolds, General Manager
Attest:
Secretary
COMPUTERSHARE TRUST COMPANY,
NATIONAL ASSOCIATION,
as successor Trustee
By:--
Name: _
Title:
4898-3933-8789v.4 63325-1 4/16/2025