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<br />FIRST MODIFICA nON TO CHAPTER 380 ECONOMIC DEVELOPMENT GRANT
<br />AND LOAN AGREEMENT
<br />
<br />This First Modification to Chapter 380 Economic Development Grant and Loan Agreement ("Agreement") is
<br />entered into this -l-4-thday of October, 2005, to be effective as of October 15, 2005 (the "Modification Date") by
<br />and between City of San Marcos, a Texas municipal corporation ("Lender"), and John Q. Hammons, as Trustee of
<br />the Revocable Trust of John Q. Hammons, Dated December 28, 1989, as amended and restated ("Borrower"). For
<br />good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lender and Borrower
<br />agree as follows:
<br />
<br />1. Background. Lender owns the Deed of Trust Note dated July 15,2005 made by Borrower payable
<br />to the order of Lender in the principal face amount of One Million Five Hundred Thousand and No/IOO Dollars
<br />($1,500,000.00), with a stated fmal maturity date (including all prior renewals or extensions, if any) ofJanuary 31,
<br />2026, which Deed of Trust Note evidences a loan ("Loan") made to Borrower and is, as it may have been renewed,
<br />extended, amended, or supplemented by one or more documents, if any, dated before the Modification Date, herein
<br />called the "Note". The security for the Note includes (without limitation) the Deed of Trust (And Security
<br />Agreement, Assignment of Rents and Financial Statement) dated July 15, 2005 executed by Borrower, recorded in
<br />Volume 2726, Page 521, et seq., in the Official Public Records of Real Property of Hays County, Texas, as it may
<br />have been renewed, extended, amended or supplemented by one or more documents, if any, dated before the
<br />Modification Date, reference being here made thereto and the recording thereof for all purposes. The Loan is made
<br />pursuant to the Chapter 380 Economic Development Grant and Loan Agreement between Borrower and Lender dated
<br />July 15,2005, as it may have been renewed, extended, amended or supplemented by one or more documents, if any,
<br />dated before the Modification Date, herein called the "Loan Agreement". Any and all documents evidencing,
<br />securing or pertaining to the Loan, as they may have been or may be amended, modified, restated, replaced and
<br />supplemented from time to time are herein called the "Loan Documents".
<br />
<br />2.
<br />follows:
<br />
<br />Modification of Loan Agreement. Borrower and Lender agree to modify the Loan Agreement as
<br />
<br />2.1 Article VIII, Section 8.2 of the Loan Agreement is hereby amended in its entirety to read
<br />
<br />as follows:
<br />
<br />"8.2 Failure to Enter Into Definitive Agreement Concerning Proiect. JQH and the
<br />City fail to agree upon the terms of, and enter into, a Master Development Agreement (as defmed
<br />herein) on or before November 17, 2005. For purposes hereof, "Master Development
<br />Agreement" means a written defmitive agreement concerning the development of the Project at
<br />the Desired Project Site and setting forth all of the parties respective obligations pertaining
<br />thereto. In connection with the foregoing, it is expressly acknowledged by JQH and the City that
<br />neither JQH nor the City shall have any obligation unto the other to negotiate and/or enter into
<br />any Master Development Agreement by the date set forth above, but the failure to do so shall be
<br />an Event of Default hereunder."
<br />
<br />All other terms of the Loan Documents remain unchanged.
<br />
<br />3. Ratification; Controlling Agreement Applicable Law. The Loan Agreement and all Loan
<br />Documents, and other documents, assignments, transfers, liens and security rights pertaining to it are hereby ratified
<br />and confirmed as valid, subsisting and continuing in full force and effect as modified hereby. Borrower promises to
<br />pay the Note to the order of Lender in accordance with its terms. This Agreement does not waive any default or any
<br />right of Lender including but not limited to any rights Lender may have against any person not a party hereto.
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<br />817129.1
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