Agenda packet — Montebello City Council, September 28, 2022 (part 1 of 5)

CITY OF MONTEBELLO

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY

JOINT REGULAR MEETING

WEDNESDAY, SEPTEMBER 28, 2022 AT 5:00 PM

CITY HALL COUNCIL CHAMBERS
1600 WEST BEVERLY BOULEVARD

MONTEBELLO, CALIFORNIA

CITY COUNCIL/PUBLIC FINANCING AUTHORITY
Kimberly A. Cobos-Cawthorne, Mayor/Chairperson
Angie M. Jimenez, Mayor Pro Tem/Vice Chairperson
Scarlet Peralta, Councilmember/Member
Salvador Melendez, Councilmember/Member
David N. Torres, Councilmember/Member

CITY MANAGER/EXECUTIVE

DIRECTOR
René Bobadilla, City Manager

CITY TREASURER
Rafael Gutierrez

CITY ATTORNEY/AUTHORITY

COUNSEL
Arnold M. Alvarez-Glasman

CITY CLERK/SECRETARY OF AUTHORITY
Christopher Jimenez

DEPARTMENT HEADS
Assistant City Manager
Fire Chief
Police Chief
Director of Finance
Director of Human Resources
Director of Planning/Community Development
Director of Public Works
Director of Recreation and Community Services
Director of Transportation
Director of Public Affairs and Information Technology
Arlene Salazar
Fernando Pelaez
Paul Espinosa
Michael Solorza
Nicholas Razo
Joseph Palombi
James Enriquez
David Sosnowski
Adrianna Kendricks
Michael Chee

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NOTICES
COVID-19 NOTICE: The City Council rescinded the Declaration of the Local Emergency and the continuation of teleconferencing open meetings pursuant to AB 361 by adopting Resolution No. 22-21 on Wednesday, April 13, 2022. This City Council/Public Financing Authority Joint Regular Meeting ("Council"/"PFA") will be held in person and will meet at City Hall – City Council Chambers, 1600 West Beverly Boulevard, Montebello, California. The meeting will be live streamed and can be watched on the City’s website and YouTube Channel via the following link:
https://www.cityofmontebelloca.gov, and may also be viewed on Spectrum Public Access Channel 3 for all Spectrum cable subscribers, and Youtube.

AMERICANS WITH DISABILITIES ACT: In compliance with the Americans with Disabilities Act (ADA) any person with a disability who requires special accommodations in order to participate in a meeting should contact the Administration Office at (323) 887-1437 Monday-Thursday from 7:30 a.m.-5:30 p.m. Please call 48 hours prior to the meeting to ensure that reasonable arrangements can be made to provide accessibility to this meeting (28 CFR 35.102-

35.104 ADA Title II 1203). If you require translation services, please contact the City Clerk’s office 72 hours before this meeting. Si necesita servicios de traducción, comuníquese con la Oficina del Secretario Municipal 72 horas antes de esta reunión. 如果您需要翻译服务，请在会议前 72 小时联系市书记员办公室

RULES OF DECORUM:

As Established by Ordinance 2443, adopted on October 27, 2021: Signs, placards, banners, horns, noise-making devices, or other similar items shall not be permitted in the audience during a Public Meeting if the presence of such item disturbs, disrupts or otherwise impedes the orderly conduct of the meeting. All persons attending a public meeting shall remain seated in the seats provided, unless addressing the body at the podium or entering or leaving the meeting.

No member of the audience shall willfully interrupt the orderly conduct at the meeting, this includes clapping or otherwise speaking from their seats. The presiding officer shall direct the removal of any individual whose willful interruption renders infeasible the orderly conduct of the meeting. In the event the removal of the individual or individuals willfully interrupting the meeting does not restore order, the presiding officer may order the meeting room cleared and continue in session. Speakers shall not engage in willful conduct which interrupts the meeting or interferes with the orderly conduct of the meeting. Any person who becomes boisterous while addressing the Council/PFA or who otherwise disrupts the orderly conduct of the Council/PFA’s business shall be subject to removal from the Chambers after being admonished by the presiding officer.

PUBLIC COMMENTS:

In-Person: For those interested in participating during the Public Comment period(s) or public testimony period for Public Hearings of the City Council/PFA meetings, you may address the City Council/PFA in person the day of the meeting. Speakers will be required to fill out a speaker card provided at the door and turn it into the Deputy City Clerk prior to each Public Comment announcement period. Staff will number and call each speaker card in the order received. Closed Session begins at 5:00 p.m. and Regular Session begins no later than 6:00 p.m.

Via Email: The public may also submit emailed comments via the City’s email address:
[email protected], up until the day of the meeting, Wednesday, September 28, 2022 by 3:00 p.m. These comments will be submitted to all members of the City Council/PFA and may not be read aloud but will be entered into the record of the proceedings to the extent they relate to matters listed on the posted agenda or otherwise address matters/issues within the subject matter jurisdiction of the City Council/PFA. Any requests to provide public comment which is submitted after the deadlines indicated above will not be submitted to the City Council/PFA, with the exception of non-agenda written item comments which will be held over for the next regularly scheduled meeting.

AGENDA MATERIALS: The agenda and/or agenda packet are available for public inspection at City’s website at: https://www.cityofmontebello.com/council-agendas.html.

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IN CONSIDERATION OF OTHERS, PLEASE TURN OFF, OR MUTE, ALL CELL PHONES AND PAGERS

THANK YOU FOR YOUR COOPERATION

OPENING CEREMONIES

CALL TO ORDER

ROLL CALL

PUBLIC COMMENTS FOR CLOSED SESSION ITEMS
At this time, the general public may address the City Council/PFA on Closed Session Items. Please be aware that the maximum time allotted for members of the public to speak on Closed Session Items shall not exceed three (3) minutes per person. State Law prohibits the City Council/PFA from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the Mayor.

CLOSED SESSION 5:00 P.M.

The City Attorney shall provide a briefing on the item listed for Closed Session as follows:

1. THREAT TO PUBLIC SERVICES OR FACILITIES
Government Code Section 54957
Consultation with City Manager, Police Chief, City Attorney and other related City officials.

2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Government Code Section 54956.8
Property: 901 Via San Clemente, Montebello CA
Agency’s Negotiator: René Bobadilla, City Manager
Negotiating Party: Topgolf
Under Negotiation: Price and Terms

3. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Government Code Section 54957.9(d)(2)
Eight matters

4. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Government Code Section 54956.9(d)(2)
One item related to Infrastructure Engineering
REGULAR SESSION NO LATER THAN 6:00 P.M.

CLOSED SESSION REPORT

INVOCATION

PLEDGE OF ALLEGIANCE

CORRECTIONS TO THE AGENDA CITY MANAGER

CEREMONIAL/PRESENTATIONS

PUBLIC COMMENTS ON NON-AGENDA AND AGENDA ITEMS (30 MINUTES) At this time, the general public may address the City Council/PFA on both non-agenda and agenda items. Please be aware that the maximum time allotted for members of the public to speak shall not exceed three (3) minutes per speaker.

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State Law prohibits the City Council/PFA from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the Mayor.

STAFF COMMUNICATIONS ON ITEMS OF COMMUNITY INTEREST

PUBLIC HEARING

5. ADOPT RESOLUTION NO 22-79 OF THE CITY COUNCIL AND RESOLUTION NO. 22-03 OF THE PUBLIC

FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS AND

CERTFICATES IN CONNECTION WITH THE ISSUANCE BY THE MONTEBELLO PUBLIC FINANCING AUTHORITY OF SERIES 2022B LEASE REVENUE BONDS, APPROVING THE ISSUANCE OF SUCH

BONDS, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE

SALE OF SUCH BONDS, AND AUTHORIZING RELATED ACTIONS

It is recommended that the City Council and Public Financing Authority:

1) Hold a Public Hearing with respect to the issuance of the Series 2022B Lease Revenue Bonds (“2022B Bonds”); and

2) City Council adopt Resolution No. 22-79 Authorizing the Execution and Delivery of a Site Lease, Facility Lease, a Sublease, an Indenture, a Continuing Disclosure Certificate, and a Bond Purchase Agreement in Connection with the Issuance by the Montebello Public Financing Authority of Lease Revenue Bonds, Approving the Issuance of Such Bonds in One or More Series in an Aggregate Principal Amount of Not to Exceed $60,000,000, Authorizing the Distribution of an Official Statement in Connection with the Offering and Sale of Such Bonds, and Authorizing the Execution of Necessary Documents and Certificates and Related Actions; and

3) Montebello Public Financing Authority adopt Resolution No. 22-03 Authorizing the Execution and Delivery of a Site Lease, a Facility Lease, an Indenture, an Assignment Agreement, and a Bond Purchase Agreement in Connection with the Issuance by the Montebello Public Financing Authority of Lease Revenue Bonds, Approving the Issuance of Such Bonds in One or More Series in an Aggregate Principal Amount of Not to Exceed $60,000,000, Authorizing the Distribution of an Official Statement in Connection with the Offering and Sale of Such Bonds, and Authorizing the Execution of Necessary Documents and Certificates and Related Actions; and

4) Authorize the City Manager and/or his designee to take any other related actions necessary.

REGULAR BUSINESS - NONE

CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine. Any items a Councilmember wishes to discuss should be designated at this time. All other items may be approved in a single motion. Such approval will also waive the reading of any ordinance.

6. MONTEBELLO MUNICIPAL GOLF COURSE RENOVATION PROJECT (CP NO. 894) – IRRIGATION PUMP

PURCHASE ORDER

It is recommended that the City Council:

1) By a four-fifths vote of the City Council, authorize the dispensing of a formal bidding procedure for the purchase of the irrigation pump station for the Montebello Municipal Golf Course Renovation Project (CP No. 894), in accordance with Montebello Municipal Code Chapter 3.20.050; and

2) Approve a Purchase Order with MCI Flowtronex in the amount not-to-exceed $295,000 for the irrigation pump station and authorize the City Manager to execute the Purchase Order; and

3) Take such additional, related, action that may be desirable.

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7. WAIVE SECOND READING AND ADOPT ORDINANCE NO. 2453 AMENDING MONTEBELLO MUNICIPAL CODE CHAPTER 2.20 TO ADD A MILITARY EQUIPMENT USE POLICY

It is recommended that the City Council:

1) Waive the Second Reading of and adopt Ordinance No. 2453 establishing a Military Equipment Use Policy in compliance with Assembly Bill 481 (“AB 481”); and

2) Take such additional, related, action that may be desirable.

8. APPROVE RECEIPT OF A GRANT AWARD FROM THE FEDERAL EMERGENCY MANAGEMENT AGENCY FISCAL YEAR 2021 ASSISTANCE TO FIREFIGHTERS GRANT PROGRAM AND APPROPRIATE FUNDS IN FISCAL YEAR 2022-23

It is recommended that the City Council:

1) Approve the appropriation of $183,848 awarded to the Fire Department by the Federal Emergency Management Agency (FEMA), Fiscal Year 2021 Assistance to Firefighters Grant (AFG) Program; and

2) Amend the Fiscal Year 2022-23 budget by increasing appropriations by $183,848 in Expense Account No. 265-85-857-6010.10 (Grants, Fire, Assistance to Firefighters Grant, Machinery and Equipment) and Revenue Account No. 265-99-4198.20 (Grants, Miscellaneous Grants, Assistance to Firefighters); and

3) Take such additional, related, action that may be desirable.

9. AUTHORIZATION TO ISSUE A REQUEST FOR PROPOSALS (RFP NO. 23-2) FOR THE MAINTENANCE

HOSE REELS REPLACEMENT

It is recommended that the City Council:

1) Approve issuing a Maintenance Hose Reels Request for Proposal, No. 23- 2 (RFP No. 23-2); and

2) Take such additional, related, action that may be desirable.

10. ADOPT RESOLUTION NO. 22-74 TO APPROVE A TRANSIT ASSET MANAGEMENT PLAN FOR

SUBMISSION TO THE FEDERAL TRANSIT ADMINISTRATION

It is recommended that the City Council:

1) Adopt Resolution No. 22-74 to approve a Transit Asset Management (TAM) plan for submission to the Federal Transit Administration (FTA); and

2) Take such additional, related, action that may be desirable.

11. APPROVE BLANKET PURCHASE ORDERS TO GALLS AND PROFORCE

It is recommended that the City Council:

1) Authorize issuing annual Blanket Purchase Orders to Galls, LLC ("Galls") for uniforms and safety equipment through Fiscal Year 2024-25 in the amount of $23,000 per fiscal year ($69,000 over three fiscal years); and

2) Authorize issuing a one-time Blanket Purchase Order to ProForce Marketing, Inc. ("ProForce") for personal protective and less-lethal supplies/equipment purchases during Fiscal Year 2022-23 in the amount of $65,000; and

3) Authorize the City Manager to approve up to an additional $15,000 per vendor, per fiscal year, if necessary; and

4) Take such additional related activities that may be desirable.

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12. PAYMENT OF BILLS: ADOPT RESOLUTION NO. 22- 81 APPROVING THE CITY WARRANT REGISTER OF DEMANDS DATED SEPTEMBER 28, 2022

It is recommended that the City Council:

1) Adopt Resolution No. 22-81 approving the Warrant Register dated September 28, 2022.

13. CONSIDERATION OF AGREEMENTS BETWEEN THE CITY AND QUIET CANNON RELATING TO THE

MONTEBELLO GOLF COURSE PROJECTS

It is recommended that the City Council:

1) That the City Council review and consider approval of the agreements with Quiet Cannon as presented by staff (various agreements to be provided prior to the City Council meeting).

AB 1234 TRAVEL REPORTS
Members of the City Council will provide a brief report on meetings attended at the expense of the local agency as required by Government Code Section 53232.3(d).

COUNCIL ORALS
Council member announcements; requests for future agenda items; conference/meetings reports.

• David N. Torres, Councilmember
1) Request for Council consensus to direct staff to draft an emergency ordinance relating to the registration of campaign signage responsible parties, and other regulations relating to their proper placement and removal.
2) Comments on Mayor and Mayor Pro Tem repeated campaign rule violations. 3) Request for bicycle parking at City Hall and other properties.

• Salvador Melendez, Councilmember

• Scarlet Peralta, Councilmember
1) Partnership with ELAC Public Safety Academy.
2) Requesting information on how the city addresses the fixing of damaged public driveways in residential areas.

• Angie M. Jimenez, Mayor Pro Tem

• Kimberly A. Cobos-Cawthorne, Mayor

ADJOURNMENT
The City of Montebello will adjourn to the next Regular Meeting on October 12, 2022 at 5:00 p.m. which can be live streamed at www.cityofmontebello.com (Click on Live Stream).

I, Alicia Fernandez, Senior Deputy City Clerk for the City of Montebello hereby certify that a copy of this agenda has been posted on or before Sunday, September 25, 2022 5:00 p.m.

Alicia Fernandez, Senior Deputy City Clerk

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ITEM # 5

CITY OF MONTEBELLO

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA STAFF REPORT

TO:

Honorable Mayor and City Council Members
FROM:

René Bobadilla, P.E., City Manager
BY:

Michael Solorza, Director of Finance
SUBJECT: ADOPT RESOLUTION NO 22-79 OF THE CITY COUNCIL AND RESOLUTION NO. 22-03 OF THE PUBLIC FINANCING AUTHORITY

AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS

AND CERTFICATES IN CONNECTION WITH THE ISSUANCE BY THE
MONTEBELLO PUBLIC FINANCING AUTHORITY OF SERIES 2022B

LEASE REVENUE BONDS, APPROVING THE ISSUANCE OF SUCH

BONDS, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL

STATEMENT IN CONNECTION WITH THE SALE OF SUCH BONDS,

AND AUTHORIZING RELATED ACTIONS

DATE: September 28, 2022

RECOMMENDATION(S):

It is recommended that the City Council and Public Financing Authority:

1) Hold a Public Hearing with respect to the issuance of the Series 2022B Lease Revenue Bonds (“2022B Bonds”); and

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4) Authorize the City Manager and/or his designee to take any other related actions necessary.

FISCAL IMPACT:

The Series 2022B Lease Revenue Bonds (Series 2022B) are being issued to finance the costs to design and construct a driving range and entertainment venue (the “Project”) to be operated by TopGolf International (“Topgolf Montebello”). The Project will modernize the golf playing experience, and have a positive economic impact from the synergy of the Project and the recently approved improvements to the City Golf Course, coupled with two City-owned hotels and an adjacent conference center, which in turn will create a positive revenue outcome for the entire “golf course campus” located at Garfield and Via Campos.

TopGolf will be required to pay all annual debt service related to the financing of the Project – described as “improvement rent” in the attached Sublease (Attachment G). In addition, there is a ground lease payment (i.e., “ground lease”) that will be paid annually by TopGolf for use of the City property. For years one through five of operation, the base rent will be $1,150,000 annually, increasing to $1,250,00 annually in years six through ten, $1,500,000 annually in years eleven through fifteen, and $1,650,000 annually in years sixteen through twenty (Attachment G, Exhibit L). There is an escalator for the base rents that applies to years twenty-one and later.

In addition to the base rent, the TopGolf Montebello facility will also generate sales tax revenue through the rental of driving range bays and sales of food and beverage and merchandise. Overall, this Project will create a positive revenue situation, coupled with the recently approved Golf Course Renovation Project (see City Council meeting of September 14, 2022).

These two projects, working synergistically, will generate sufficient revenue to eliminate the General Fund subsidy of the Golf Course, as well as pay the annual debt service on the Golf Course Renovation Project Lease Revenue Bonds, Series 2002A. Furthermore, as the Sublease states (Attachment G), TopGolf will be solely responsible for all debt service payments required for the financing of the design and construction of the project (Attachment G).

In accordance with California Government Code Section 5852.1, good faith estimates are provided with respect to the various costs associated with the 2022B Bonds

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(Attachment A). Based on taxable interest rates as of September 20, 2022 (and a True Interest Cost of 5.80%), in order to generate Project proceeds of $45 million, cash fund a Debt Service Reserve Fund, fund Capitalized Interest through May, 2024, and fund Costs of Issuance, it is estimated that the Authority will issue approximately $54.965 million in 2022B Lease Revenue Bonds over a 21-year term (final maturity of November, 2043).

Total net debt service (which is total debt service net of interest payments to be made from the Capitalized Interest Fund through May, 2024 and net of the cash-funded Debt Service Reserve Fund balance liquidated to pay the bond’s final year of debt service) is estimated to be approximately $87.5 million. Annual net debt service is estimated to be approximately $3.16 million in 2024, and average annual debt service from 2025 through 2043 is estimated to be approximately $4.7 million.

As noted above, annual debt service (i.e., “improvement rent”) will be paid entirely by TopGolf. The Sublease agreement (Attachment G) puts in place terms and requirements for payment of the improvement rent. For example, TopGolf will be required to submit payment for each bi-annual (twice per year) debt service payment no less than ninety (90) days before it is due. Furthermore, these payments will be made directly to the bond trustee (i.e., BNY Mellon). This arrangement creates an assurance that the City is not using its funds to pay debt service, and that the funds will be deposited with the trustee in sufficient time to meet the debt service payment dates (i.e, May 1 and November 1 annually).

Furthermore, the Sublease is backed by a Guaranty (Attachment G, Exhibit H) which provides financial security for payment of the debt service. The Guarantor is TopGolf International, which has the backing of the recently formed TopGolf-Callaway company. This financial guarantee, vetted by the City’s financial advisor, bond counsel and City Attorney’s office, will not only provide assurance to the City, but comfort to the market when the 2022B Bonds are offered.

BACKGROUND:

Addressing the General Fund Subsidy
The City Golf Course has operated at a deficit for more than a decade, requiring the City’s General Fund to subsidize the Golf Course’s operations on an annual basis. City Staff began researching a path to update the 118-acre City Golf Course in a manner that would be a revenue surplus operation and not require subsidies from the City’s General Fund while also modernizing the playing experience. An initial study and mitigated negative declaration (“MND”) were produced in 2019 that provided a new vision for the Golf Course. The MND outlined a proposal to upgrade and modernize the Golf Course with the construction of the Project — a new driving range complex on approximately 18 acres, as well as other additional improvements to 72.5 acres – financing for which was recently approved at the September 14, 2022 City Council meeting.

The City has determined that the Project, together with other improvements to the City Golf Course that will be constructed separately, will have a positive economic impact to

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the City. The City also expects the Project will generate significant additional sales tax revenues through food, beverage, gameplay, and merchandise sales once the Project opens for business. In addition, there is a ground lease payment (separate and distinct from the debt service “improvement rent” payment) that TopGolf will make annually. This payment, which begins at $1,150,000 per year and escalates every five years (Attachment G, Exhibit L).

Taken together – the TopGolf Project and recently approved Golf Course Renovation Project – these new operations will re-invigorate the 118 acre golf course, turning it into a revenue generator. The ultimate goal of these two projects is to re-imagine what a public golf course looks like in 2022, creating a public space that provides new golfing experiences for all ages, while eliminating the decade plus subsidy the General Fund has provided to the Golf Fund.

Since Fiscal Year 2010-11, the General Fund has provided over $8.0 million in subsidies to the Golf Fund. This is revenue that could have been used for community-wide endeavors such as street paving, facility improvements, purchase of emergency vehicles, and expansion of services. Moreover, the State Auditor, in their December, 2018 report recommended the City do something to address this ongoing subsidy.

The first step towards addressing the State Auditor recommendation, and creating a new public golf experience, was the approval of $15.140 million in Lease Revenue Bonds, Series 2022A for the Golf Course Renovation at the September 14, 2022 City Council meeting. The financing of the TopGolf Project will be the next step in a complete overhaul of the 118 acre golf course, setting in motion the creation of a new entertainment destination of which Montebello can be proud.

TopGolf Montebello
After reviewing proposals from developers and operators with demonstrated success in the market, the City entered into an Exclusive Negotiating Agreement (“ENA”) with TopGolf on December 21, 2020. The City and TopGolf explored the feasibility and potential terms and conditions associated with developing and operating a project on the City Golf Course substantially similar to that described in the MND. Subsequent to the ENA, the City and TopGolf entered into a Sublessee Development and Participation Agreement on March 24, 2021 (“SDPA”) to define the basic terms by which the City and TopGolf would agree to construct and operate the Project. The SDPA outlined the responsibilities of both parties for seeking financing and paying debt service throughout the life of the Project.

Since that time, the City’s team – financial advisor, bond counsel, City Attorney, underwriter, etc. – has worked closely with the TopGolf team to draft a sublease, guarantee and numerous other documents necessary to effectuate the financing and construction of the TopGolf Montebello facility. Over a three year period, much work has gone into this project, with both sides working together to create a concept and financing arrangement that will bring a state of the art driving range entertainment complex to Montebello.

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Specifically, TopGolf Montebello will be a 68,000 square foot TopGolf-branded commercial driving range and entertainment venue which is expected to include a full- service restaurant, event space, and other associated amenities. The Project will include, among other things: a three (3)-story driving range complex/structure with approximately 102 hitting bays; restaurant and entertainment amenities; outdoor seating/patio areas; a parking lot; a miniature golf course; and common facilities, including a driveway that provides access from Via San Clemente, on approximately 15 acres.

Groundbreaking for the Project is expected to begin in early November 2022. The following schedule contains approximate estimates of construction milestones expected to be completed during a 13-month construction period prior to the expected grand opening of the Project to the public at the end of 2023.

Estimated Project Construction Schedule

Activity Milestone Date
Groundbreaking 11/07/2022
City Utility Extension Completion 12/23/2022
City Common Drive Completion 08/25/2023
Substantial Completion 11/20/2023
Grand Opening 12/29/2023

It should be noted that the Golf Course Renovation Project has an estimated opening date of September, 2023. The goal is to have these two projects up and running at approximately the same time, drawing energy from each other and creating an entertainment and sports destination for Montebello and the surrounding area.

City Staff also met with TopGolf staff to discuss the feasibility study performed for this project, a study that helps ensure that TopGolf Montebello will be successful. While the nature of this study is proprietary, it can be shared that the population of the local area – defined as those located within 10 and 20 mile radius’ of Montebello – is more than sufficient to support such a facility. Additional demographic research and data provide assurances that this project is situated in an advantageous location. Moreover, TopGolf has conducted research that shows the greater Southern California area can support this facility, in addition to the two recently opened venues in El Segundo and Ontario.

The Bonds
The 2022B Lease Revenue Bonds, issued to fund the construction of the Project, are payable from Lease Payments made by the City to the Public Financing Authority under the Facility Lease (Attachment F), pursuant to which the City will lease the Facility (consisting of the Project and the Site of the Project) from the Authority. The goof faith estimate (Attachment A) states that the aggregate principal amount of the 2022B Bonds

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to be sold is $54,965,000, and the authorizing resolutions indicate a not to exceed principal amount of $60million (Attachments B and C).

Additionally, the City and TopGolf will enter into a Sublease Agreement (the “Sublease”, Attachment G), pursuant to which TopGolf will sublease the Facility from the City. Under the terms of the Sublease, the City will collect sublease payments (i.e., improvement rent, or debt service) from TopGolf 90 days before each improvement rent payment is due, through the final maturity of the 2022B Bonds.

The attached Sublease also sets forth a schedule of “base rent” payments that TopGolf will pay to the City for use of the Project. This “base rent” amount is separate and in addition to the “periodic principal and interest payments” TopGolf will be obligated to pay in connection with the issuance of the 2022B Bonds. Additionally, under the Guaranty (Attachment G, Exhibit H), TopGolf International pledges to guaranty the payments under the Sublease.

ENVIRONMENTAL IMPACT:

The reasonably foreseeable environmental impacts of the Project have been analyzed pursuant to the requirements of the California Environmental Quality Act (“CEQA”) by way of that certain “Initial Study and Mitigated Negative Declaration for the Montebello Golf Couse Driving Range Relocation Project,” dated December 12, 2019 (the “MND”).

The MND concluded that, with mitigation, the Project would not result in any significant negative impacts to the environment, and the MND was approved by way of City of Montebello Planning Commission Resolution No. 6-22 in the manner required by CEQA, and a notice of determination was timely posted and published in the manner required by law.

ANALYSIS:

The Resolutions – Attachments B and C – along with the additional attachments noted below, accomplish the following:

1. Appoints and retains the financing team (Urban Futures, Inc., as Municipal Advisor, Stradling Yocca Carlson & Rauth as Bond Counsel, Quint & Thimmig LLP as Disclosure Counsel, and The Bank of New York Mellon Trust Company as Trustee);

2. Approves all actions needed to authorize the issuance and sale of the 2022B Lease Revenue Bonds;

3. Approves execution and delivery of all documents needed to authorize the issuance and sale of the 2022B Bonds, including the form financing documents described below, together with any changes or additions deemed advisable and approved by the Mayor, the Mayor Pro Tem (in the Mayor’s absence), the City Manager, the Finance Director, or their authorized designees (“Authorized Officers”);

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Indenture among the Authority, the City, and the Trustee which sets forth the material terms and provisions relating to the 2022B Bonds (Attachment D).

Site Lease between the City as lessor and the Authority as lessee, whereby the City leases the Leased Property to the Authority in consideration of the payment by the Authority to the City of an upfront rental payment (Attachment E).

Facility Lease between the Authority as lessor and the City as lessee, whereby the Authority subleases the Leased Property back to the City in consideration of the payment by the City of Lease Payments (Attachment F).

Sublease Agreement between the City and Topgolf, whereby the City will sublease the Facility to Topgolf in consideration of the payment by Topgolf of base rent payments and improvement rent payments structure to be sufficient to pay debt service on the 2022B Bonds (Attachment G).

Assignment Agreement between the Authority and the Trustee, whereby the Authority assigns certain of its rights, including its right to receive the Lease Payments, to the Trustee for the benefit of the 2022B Bond owners (Attachment H).

Bond Purchase Agreement among the City, the Authority, and the underwriter, Cabrera Capital Markets, LLC, which provides the terms and provisions by which the 2022B Bonds will be sold with a negotiated method of sale. Such terms and provisions include a true interest cost of the 2022B Bonds which shall not exceed

7.0% and the underwriter’s discount which shall not exceed 0.80% of the aggregate initial principal amount of the 2022B Bonds (Attachment I).

Preliminary Official Statement to be distributed to prospective purchasers of the 2022B Bonds which must contain all facts material to the 2022B Bonds, the City, and the Project (with certain permitted exceptions to be completed in the final Official Statement) and must not omit any material facts (Attachment J).

Continuing Disclosure Certificate executed by the City, whereby the City agrees to provide certain annual reports to investors in order to allow the underwriter to comply with federal securities laws (Attachment K).

Public Hearing
In accordance with California Government Code Section 6586.5, the City must hold a public hearing to consider public testimony concerning the possible issuance of 2022B

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CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF SEPTEMBER 28, 2022

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Lease Revenue Bonds by the Public Financing Authority (the “Authority”) to finance the costs of the Project. The Resolutions approve the issuance of the 2022B Bonds by the Authority and find that there are significant public benefits in connection with financing the Project with the proceeds of the 2022B Bonds.

This meeting has been convened as a joint meeting of the City Council and the Authority Board of Directors in order to allow the City Council, and the Council Members acting in their capacity as the Authority Board, to hold the hearing as described above and consider adoption of a Resolution of each body authorizing the issuance of the 2022B Bonds, approving the form of related financing documents, and taking related actions.

DISCUSSION:

N/A

SUMMARY:

Staff is recommending that the City Council adopt Resolution No. 22-79 and the Authority adopt Resolution No. 22-03 Authorizing the Execution and Delivery of Documents and Certificates in Connection with the Issuance of Series 2022B Lease Revenue Bonds, Approving the Issuance of Such Bonds, Authorizing the Distribution of an Official Statement in Connection with the Sale of Such Bonds, and Authorizing Related Actions.

ATTACHMENT(S)

1. ATTACHMENT A - Montebello 2022B LRB Good Faith Estimates

2. ATTACHMENT B - City Resolution No. 22-79

3. ATTACHMENT C - Public Financing Authority Resolution No. 22-03

4. ATTACHMENT D - Indenture

5. ATTACHMENT E - Site Lease

6. ATTACHMENT F - Facility Lease

7. ATTACHMENT G - TopGolf Sublease Lease - Agenda Version (9.22.22) FINAL

8. ATTACHMENT H - Assignment Agreement

9. ATTACHMENT I - Montebello 2022B Bond Purchase Agreement

10. ATTACHMENT J - MontebelloPOS, 09_21_2022

11. ATTACHMENT K - Form of Continuing Disclosure Cert, 09_21_2022

NEXT STEPS:

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GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the 2022B Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by Urban Futures, Inc., as municipal advisor to the City (the “Municipal Advisor”), each with respect to the 2022B Bonds, and are based on interest rates provided by Cabrera Capital Markets, LLC, as of September 20, 2022.

Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the 2022B Bonds to be sold is $54,965,000 (the “Estimated Principal Amount”).

True Interest Cost of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2022B Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true int erest cost of the 2022B Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the 2022B Bonds, is 5.80%.

Finance Charge of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2022B Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the 2022B Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the 2022B Bonds), is $816,752.

Amount of Proceeds to be Received . The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2022B Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for sale of the 2022B Bonds, less the fi nance charge of the 2022B Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the 2022B Bonds, is $45,000,000.

Total Payment Amount . The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2022B Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the 2022B Bonds (which payments are net of interest to be paid from the capitalized interest fund and net of the final bond payments to be paid from the debt service reserve fund) , plus the finance charge for the 2022B Bonds, as described above, not paid with the proceeds of the 2022B Bonds, calculated to the final maturity of the 2022B Bonds, is $87,529,668.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the 2022B Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount

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with respect thereto may differ from such good faith estimates due to (a) the actual date of the sal e of the 2022B Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of 2022B Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the 2022B Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the 2022B Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such factors. The actual date of sale of the 2022B Bonds and the actual principal amount of 2022B Bonds sold will be determined by the City based on the timing of the need for proceeds of the 2022B Bonds and other factors. The actual interest rates borne by the 2022B Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the 2022B Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City.

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1 4872-1536-5682v5/200907-0001
RESOLUTION NO. 22-79

RESOLUTION OF THE CI TY COUNCIL OF THE CI TY OF MONTEBELLO ,

CALIFORNIA, AUTHORIZING THE EXEC UTION AND DELIVERY O F A

SITE LEASE, A FACILITY LEASE , AN INDENTURE, A CONTINU ING

DISCLOSURE CERTIFICATE, AND A BOND PURCHASE AGREEMENT IN

CONNECTION WITH THE ISSUANCE BY THE MONT EBELLO PUBLIC

FINANCING AUTHORITY OF LEASE REVENUE BONDS, APPRO VING

THE ISSUANCE OF SUCH BONDS IN ONE OR MORE SERIES IN AN AGGREGATE PR INCIPAL AMOUNT OF NO T TO EXCEED $ 60,000,000,

AUTHORIZING THE DIST RIBUTION OF AN OFFIC IAL STATEMENT IN

CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS,

AUTHORIZING THE EXECUTION AND DELIVERY OF A SUBLEASE WITH

TOPGOLF USA MB, LLC AND AUTHORIZING THE EXECUTION OF

NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS

RECITALS
WHEREAS, the City of Montebello, California (the “City”), is a general law city duly organized and existing under the laws of the State of California (the “State”); WHEREAS, the City desires to finance the costs of the acquisition, construction and/or installation of a sports, entertainment and recreation facility including restaurant, bar, retail areas, and an indoor -outdoor driving range facility that is initially anticipated to be operated as a Topgolf-branded entertainment facility in the City (the “Project”), together with certain infrastructure benefiting the Project;
WHEREAS, the Montebello Public Financing Authority (the “Authority”) and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “Montebello Public Financing Authority Lease Revenue Bonds (Topgolf Project) (Federally Taxable) ” in one or more series from time to time (the “Bonds”) for the purpose of financing the Project; WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Site Lease between the City and the Authority (the “Site Lease”) pursuant to which the City will lease certain real property (which real property shall consist of assets generally described as an approximately 15 acre area located at the Montebello Golf Course located at 901 Via San Clemente in the City (the “Site”) to the Authority, and a Facility Lease between the City and the Authority (the “Facility Lease ”) pursuant to which the City will lease the Site and the Project (together with the Site, the “Facility”) from the Authority, and make certain Lease Payments (as defined in the Facility Lease) to the Authority, which Lease Payments will be pledged to the owners of the Bonds by the Authority pursuant to an Indenture by and among The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), the City and the Authority (the “Indenture”); WHEREAS, during the period of time that the Bonds are outstanding, the Project will be operated and maintained by Topgolf USA MB, LLC, a Delaware limited liability company (“Topgolf”) under a lease agreement with the City in accordance with, inter alia, Section

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37396 of the Government Code;
WHEREAS, to set forth the rights and obligations of Topgolf with respect to the Project, the City and Topgolf will enter into a Sublease (the “Sublease”) pursuant to which the City will lease the Facility to Topgolf, and Topgolf will pay Base Rent to the City to compensate for the fair market value of the leased space and Improvement Rent that will be used to make the Lease Payments under the Facility Lease (each as further defined in the Sublease);
WHEREAS, the Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”);
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds;
WHEREAS, the City and the Authority have selected Cabrera Capital Markets, LLC, as the underwriter (the “Underwriter”) of the Bonds, and in connection therewith, to purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”);
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2 -12”), requires that, in order to be able to purchase or sell the Bonds, the Underwriter must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the hold ers of the Bonds to provide disclosure of certain financial information and certain enumerated events on an ongoing basis;
WHEREAS, in order to cause such requirement to be satisfied, the City desires to enter into a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”) for the Bonds;
WHEREAS, a form of the Preliminary Official Statement with respect to the Bonds (the “Preliminary Official Statement”) has been prepared; WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the City;
WHEREAS, the City has, prior to the consideration of this resolution, held a public hearing on the financing of the Project with the proceeds of the issuance of the Bonds in accordance with Section 6586.5 of the Act, which hearing was held at 1600 W. Beverly Boulevard, Montebello, California 90640;
WHEREAS, notice of such hearing was published once in the Montebello News, a newspaper of general circulation in the City, at least five days prior to the hearing (in accordance with Section 6586.5 of the Act);
WHEREAS, the City Council has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the City Council desires to authorize and direct the execution of s uch documents and the consummation of

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such financing;
WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of su ch financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO HEREBY RESOLVES, FINDS, AND DECLARES AS FOLLOWS:

SECTION 1. Findings. Each of the above recitals is true and correct. Following a duly noticed and conducted public hearing, and based on the evidence and testimony offered during such hearing, the City Council hereby finds and determines that there are significant public benefits to the citizens of the City through the us e of the Act to assist the City with respect to the subject matter hereof through the approval of the issuance of the Bonds and otherwise hereunder within the meaning of Section 6586(a) through (d), inclusive, of the Act, in that the issuance of the Bonds and related transactions will result in demonstrable savings in effective interest rate, bond preparation, bond underwriting, or bond issuance costs and more efficient delivery of local agency services to residential and commercial development.

SECTION 2. Site Lease and Facility Lease. The forms of the Site Lease and Facility Lease, on file with the City Clerk, are hereby approved, and the Mayor of the City (or in her absence, the Mayor Pro Tem), the City Manager, the Finance Director of the City, or their authorized designees (the “Authorized Officers”), are each hereby author ized and directed, for and in the name and on behalf of the City, to execute and deliver the Site Lease and Facility Lease in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may req uire or approve, including any change to the Lease Payment Date s under the Facility Lease (as defined therein) , such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Site Lease and Facility Lease shall terminate no later than November 1, 2052 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Lease Payments payable by the City pursuant to the Facility Lease shall not exceed 7.00%.

SECTION 3. Sublease. The form of the Sublease, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Sublease in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, including any change to the rent payment schedules under the Sublease, such approval to be conclusively evidenced by the execution and delivery thereof ; provided, however that the Base Rent and Sublease term shall be as set forth in the form of Sublease on file with the City Clerk and the final executed Sublease shall provide for Top golf to make Improvement Rent payments to the City which are sufficient in time and amount to enable the City to make Lease Payments when due under the Facility Lease.

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SECTION 4. Indenture. The form of the Indenture, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, including any change to the Interest Payment Date s thereunder (as defined in the Indenture), such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate principal amount of the Bonds shall not exceed $ 60,000,000, the final maturity date of the Bonds shall be no later than November 1, 2052 , and the true interest cost applicable t o the Bonds shall not exceed 7.00%; provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established at negotiated sale pursuant to the Bond Purchase Agreement.

SECTION 5. Bond Purchase Agreement . The Bond Purchase Agreement, on file with the City Clerk, is hereby approved and the Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver the acceptance thereof set forth in the Bond Purchase Agreement, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriters’ discount in excess of 0.80% of the aggregate principal amount of the Bonds (not including any original issue discount or premium).

SECTION 6. Principal Amount . The issuance of not to exceed $ 60,000,000 aggregate principal amount of the Bonds, in one or more series, in the principal amount, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby approved.

SECTION 7. Preliminary Official Statement . The form of the Preliminary Official Statement, on file with the City Clerk, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connec tion with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain information as permitted by Rule 15c2 -12). The Authorized Officers are each hereby authorized and directed to furnish, or cause to be furnished, to prospective investors for the Bonds a reasonable number of copies of the Preliminary Official Statement.

SECTION 8. Official Statement . The preparation and delivery of the Official Statement, and its use in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official S tatement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Th e Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the City.

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SECTION 9. Continuing Disclosure Certificate. The form of the Continuing Disclosure Certificate, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execut e and deliver the Continuing Disclosure Certificate in said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 10. Professionals. The City Council hereby approves and appoints Stradling Yocca Carlson & Rauth, a Professional Corporation, as Bond Counsel, Quint & Thimming LLP, as Disclosure Counsel, Urban Futures Inc., as Municipal Advisor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, each to provide such services to the City as may be required to issue the Bonds. The Authorized Officers are h ereby authorized to enter into contracts or to sign such other documentation as is necessary or appropriate to evidence such engagements and retain such services in connection with the Bonds.

SECTION 1 1. Municipal Bond Insurance . Each of the Authorized O fficers is authorized to select a municipal bond insurer to insure payments of the principal of and interest on the Bonds and to provide a reserve account insurance policy, so long as such Authorized Officer determines that obtaining the municipal bond ins urance policy and/or reserve account insurance policy provided thereby will result in a lower interest rate or yield to maturity with respect to the Bonds. Bond Counsel is hereby directed to make all changes to the Indenture, the Site Lease, the Facility Lease, the Sublease , and Bond Purchase Agreement, and Disclosure Counsel is hereby directed to make all changes to the Preliminary Official Statement and the final Official Statement, as are necessary to reflect the selection of a municipal bond insurer and the reasonable comments thereof.

SECTION 12. Other Actions. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consum mate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, adding property to, substituting property for or removing property from the Leased Property, taking any and all actions in order to clear any title exceptions to the Leased Property, and negotiating the terms of, and executing and delivering such additional agreements, certificates, disclosures and other instruments as may be necessary or appropriate to consummate the transactions contemplated by this Resolution. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified.

SECTION 1 3. Good Faith Estimates . In accordance with Government Code Section 5852.1, there has been presented to this City Council in the Staff Report accompanying this Resolution certain good faith estimates provided to the City by its Municipal Advisor with respect to the Bonds. The City Council hereby finds that the requirements of Section 5852.1 have been satisfied.

SECTION 1 4. CEQA. The City has analyzed the reasonably foreseeable environmental impacts of the Project pursuant to the requirements of the California Environmental Quality Act (“CEQA”) by way of that certain “Initial Study and Mitigated

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Negative Declaration for the Montebello Golf Couse Driving Range Relocation Project,” dated December 12, 2019 (the “MND”). The MND concluded that, with mitiga tion, the Project would not result in any significant negative impacts to the environment, and the MND was approved by way of Planning Commission Resolution No. 6 -22 in the manner required by CEQA, and a notice of determination was timely posted and publis hed in the manner required by law
SECTION 15. Effective Date. This resolution shall take effect immediately upon its passage.

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APPROVED AND ADOPTED this 28th of September, 2022, by the following vote:

AYES:

NOES:

_______________________________
Kimberley A. Cobos-Cawthorne, Mayor
ATTEST:
________________________________
Christopher Jimenez, City Clerk
APPROVED AS TO FORM:
__________________________________
Arnold M. Alvarez-Glasman, City Attorney

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4872-1536-5682v5/200907-0001

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF MONTEBELLO )

I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 22 -__ was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 28th day of September, 2022 and that said Resolution was adopted by the following vote, to wit:

AYES:

NOTES:

ABSTAIN:

ABSENT:

The undersigned, City Clerk of the City of Montebello, does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of said City which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.

DATE: ___________________ ____________________________ Christopher Jimenez, City Clerk

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1 4871-8141-7778v5/200907-0001
RESOLUTION NO. 22-03

RESOLUTION OF THE MONTEBELLO PUBLIC FINANCING AUTHORITY

AUTHORIZING THE EXECUTION AND DELIVERY OF A SITE LEASE, A

FACILITY LEASE, AN INDENTURE, AN ASSIGNMENT AGREEMENT,

AND A BOND PURCHASE AGREEMENT IN CONNECTION WITH THE

ISSUANCE BY THE MONTEBELLO PUBLIC FINANCING AUTHORITY OF

LEASE REVENUE BONDS, APPROVING THE ISSUANCE OF SUCH

BONDS IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $60,000,000, AUTHORIZING THE

DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH

THE OFFERING AND SALE OF SUCH BONDS, AND AUTHORIZING THE

EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND

RELATED ACTIONS

RECITALS
WHEREAS, the City of Montebello, California (the “City”) desires to finance the costs of the acquisition, construct ion and/or installation of a sports , entertainment and recreation facility including restaurant, bar, retail areas , and an indoor -outdoor driving range facility that is initially anticipated to be operated as a Top golf-branded entertainment facility in the City (the “Project”), together with certain infrastructure benefiting the Project; WHEREAS, the Montebello Public Financing Authority (the “ Authority”) and the City have determined that it would be in the best interests of the Authority, the City and residents of the City to authorize the preparation, sale and delivery of the “ Montebello Public Financing Authority Lease Revenue Bonds (Topgolf Project) (Federally Taxable) ” in one or more series from time to time (the “Bonds”) for the purpose of financing the Project; and WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Site Lease between the City and the Authority (the “Site Lease”) pursuant to which the City will lease certain real property ( which real property shall consist of assets generally described as an approximately 15 acre area located at the Montebello Golf Course located at 901 Via San Clemente in the City (the “Site”) to the Authority, and a Facility Lease between the City and the Author ity (the “Facility Lease”) pursuant to which the City will lease the Site and the Project (together with the Site, the “Facility”) from the Authority, and make certain Lease Payments (as defined in the Facility Lease) to the Authority , which are pledged to the owners of the Bonds by the Authority pursuant to an Indenture by and among The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), the City and the Authority (the “Indenture”); and WHEREAS, the Authority and the Trustee desire to enter into an Assignment Agreement (the “Assignment Agreement”) in order to provide, among other things, that all rights to receive the Lease Payments have been assigned without recourse by the Authority to the Trustee;
WHEREAS, during the period of time that the Bonds are outstanding, the Project will be operated and maintained by Topgolf USA MB, LLC, a Delaware limited liability company

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(“Topgolf”) under a lease agreement with the City in accordance with, inter alia, Section 37396 of the Government Code;
WHEREAS, to set forth the rights and obligations of Topgolf with respect to the Project, the City and Topgolf will enter into a Sublease (the “Sublease”) pursuant to which the City will lease the Facility to Topgolf , and Topgolf will pay Base Rent to the City to compensate for the fair market value of the leased space and Improvement Rent that will be used to make the Lease Payments under the Facility Lease (each as further defined in the Sublease);
WHEREAS, the Bonds will be is sued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”);
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds;
WHEREAS, the City and th e Authority have selected Cabrera Capital Markets, LLC, as the underwriter (the “Underwriter”) of the Bonds, and in connection therewith, to purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”);
WHEREAS, a form of the Preliminary Official Statement with respect to the Bonds (the “Preliminary Official Statement”) has been prepared; WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the City;
WHEREAS, the Ci ty has, prior to the consideration of this resolution, held a public hearing on the financing of the Project with the proceeds of the issuance of the Bonds in accordance with Section 6586.5 of the Act, which hearing was held at 1600 W . Beverly Boulevard, Montebello, California 90640 on September 28, 2022; WHEREAS, notice of such hearing was published once in the Montebello News , a newspaper of general circulation in the City, at least five days prior to the hearing in accordance with Section 6586.5 of the Act;
WHEREAS, the Board of Directors of the Authority (the “Board of Directors”) has been presented with the form of each document referred to herein, and the Board of Directors desires to authorize and direct the execution of such documents and the consummation of such financing; and
WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized h ereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided.

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NOW, THEREFORE, THE MONTEBELLO PUBLIC FINANCING AUTHORITY HEREBY RESOLVES, FINDS, AND DECLARES AS FOLLOWS:

SECTION 1. Findings. All of the recitals herein contained are true and correct and the Board of Directors so finds. Following a duly noticed and conducted public hearing, and based on the evidence and testimony offered during such hearing, t he Board of Directors has determined and hereby finds that the Authority’s assistance in financing the Project by the issuance of the Bonds will result in significant public benefits of the types described in Section 6586 (a) through (d), inclusive, of the Act, in that the issuance of the B onds and related transactions will result in demonstrable savings in effective interest rate, bond preparation, bond underwriting, or bond issuance costs and more efficient delivery of local agency services to residential and commercial development.

SECTION 2. Site Lease and Facility Lease. The forms of the Site Lease and Facility Lease, on file with the Secretary of the Authority, are hereby approved, and the Chair (or in her absence, the Vice Chair) the Executive Director, and the Treasurer of the Authority, and any designee thereof (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Site Lease and the Facility Lease , respectively, in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, including any change to the Lease Payment Dates under the Facility Lease (as defined therein), such approval to be conclusively eviden ced by the execution and delivery thereof; provided, however, that the term of the Site Lease and Facility Lease shall terminate no later than November 1, 2052 (provided that such term may be extended as provided therein) and the true interest cost applica ble to the interest components of the Lease Payments shall not exceed 7.00%.

SECTION 3. Indenture. The form of the Indenture, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, including any change to the Interest Payment Date s thereunder (as defined in the Indenture) , such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate principal amount of the Bonds shall not exceed $ 60,000,000, the final maturity date of the Bonds shall be no later than November 1, 2052 , and the true interest cost applicable to the Bonds shall not exceed 7.00%; provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established at negotiated sale pursuant to the Bond Purchase Agreement.

SECTION 4. Principal Amount . The issuance of not to exceed $ 60,000,000 aggregate principal amount of the Bonds, in one or more series, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby approved.

SECTION 5. Assignment Agreement. The form of the Assignment Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement in substantially said form, with such

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changes, insertions and omissio ns therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 6. Bond Purchase Agreement . The Bond Purchase Agreement on file with the Secretary of the Authority is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Authority to execute and deliver the Bond Purchase Agr eement in substantially said form, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorize d Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriters’ discount in excess of 0.80% of the aggregate principal amount of the Bonds (not including any original issue discount or premium).

SECTION 7. Preliminary Official Statement . The form of the Preliminary Official Statement, on file with the Secretary of the Authority, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Authority that the Preliminary Official St atement is deemed final as of its date, within the meaning of Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934, as amended (except for the omission of certain information as permitted by such Rule 15c2 -12). The Authorized Officers are ea ch hereby authorized and directed to furnish, or cause to be furnished, to prospective investors for the Bonds a reasonable number of copies of the Preliminary Official Statement.

SECTION 8. Official Statement . The preparation, execution and delivery of the Official Statement, and its use in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the Authorit y, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the Authority.

SECTION 9. Professionals. The Board of Directors hereby approves and appoints Stradling Yocca Carlson & Rauth, a Profes sional Corporation, as Bond Counsel, Quint & Thimmig LLP as Disclosure Counsel, Urban Futures Inc. , as Municipal Advisor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, each to provide such services to the Authority as may be required to issue the Bonds. The Authorized Officers are hereby authorized to enter into contracts or to sign such other documentation as is necessary or appropriate to evidence such engagements and retain such services in connection with the Bonds.

SECTION 10. Municipal Bond Insurance . Each of the Authorized Officers is authorized to select a municipal bond insurer to insure payments of the principal of and interest on the Bonds and to provide a reserve account insurance policy, so long as such

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Authorized Officer d etermines that obtaining the municipal bond insurance policy and/or reserve account insurance policy provided thereby will result in a lower interest rate or yield to maturity with respect to the Bonds. Bond Counsel is hereby directed to make all changes to the Indenture, the Site Lease, the Facility Lease, the Sublease, and the Bond Purchase Agreement, and Disclosure Counsel is hereby directed to make all changes to the Preliminary Official Statement and the final Official Statement , as are necessary to r eflect the selection of a municipal bond insurer and the reasonable comments thereof.

SECTION 11. Other Actions. The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including but not limited to, adding property to, substituting property for, or removing property from the Leased Property , taking any and all actions in order to clear any title exceptions to the Leased Property, and negotiating the terms of, and executing and delivering such additional agreements, certificates, disclosures and other instruments may be necessary or appropriate to consummate the transactions contemplated by this Resolution. The form of the Sublease on file with the Authority Secretary is hereby approved, subject to such revisions as may be made by authorized officers of the City, in their discretion. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified.

SECTION 12. Good Faith Estimates . In acco rdance with Government Code Section 5852.1, there has been presented to this Board of Directors in the Staff Report accompanying this Resolution certain good faith estimates provided to the Authority by its Municipal Advisor with respect to the Bonds. The Board of Directors hereby finds that the requirements of Section 5852.1 have been satisfied.

SECTION 13. CEQA. The Board of Directors finds that the reasonably foreseeable environmental impacts of the Project have been analyzed pursuant to the requirements of the California Environmental Quality Act (“CEQA”) by way of that certain “Initial Study and Mitigated Negative Declaration for the Montebello Golf Couse Driving Range Relocation Project,” dated December 12, 2019 (the “MND”). The MND conclud ed that, with mitigation, the Project would not result in any significant negative impacts to the environment, and the MND was approved by way of City of Montebello Planning Commission Resolution No. 6-22 in the manner required by CEQA, and a notice of det ermination was timely posted and published in the manner required by law.

SECTION 14. Effective Date. This resolution shall take effect immediately upon its passage.

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APPROVED AND ADOPTED this 28th day of September , 2022, by the following vote:

AYES:

NOES:

_______________________________
Kimberley A. Cobos-Cawthorne, Chair
ATTEST:
________________________________
Christopher Jimenez, Secretary

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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF MONTEBELLO )

I, Christopher Jimenez, Secretary of the Montebello Public Financing Authority , hereby certify that the foregoing Resolution No. 22 -__ was passed and adopted by the Board of Directors of the Montebello Public Financing Authority , signed by the Chair and attested by the Secretary at a regular meeting of said Board held on the 28th day of September, 2022 and that said Resolution was adopted by the following vote, to wit:

AYES:

NOTES:

ABSTAIN:

ABSENT:

The undersigned , Secretary of the Montebello Public Financing Authority , does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of said Authority which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.

DATE: ___________________ ____________________________ Christopher Jimenez, Secretary

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Stradling Yocca Carlson & Rauth
Draft of 9/21/22

4884-7325-2145v6/200907-0001

INDENTURE
by and among

MONTEBELLO PUBLIC FINANCING AUTHORITY
and

CITY OF MONTEBELLO
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of __________ 1, 2022
Relating to
$_____________

MONTEBELLO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022B
(TOPGOLF PROJECT)
(FEDERALLY TAXABLE)

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TABLE OF CONTENTS

Page
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ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions ................................................................................................................. 2 Section 1.02 Equal Security .......................................................................................................... 13

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds ............................................................................................ 13 Section 2.02 Terms of Series 2022B (Topgolf Project)(Federally Taxable) Bonds ..................... 13 Section 2.03 Form of Series 2022B Bonds ................................................................................... 15 Section 2.04 Transfer and Exchange of Bonds ............................................................................. 15 Section 2.05 Registration Books ................................................................................................... 15 Section 2.06 Execution of Bonds .................................................................................................. 15 Section 2.07 Authentication of Bonds .......................................................................................... 16 Section 2.08 Temporary Bonds .................................................................................................... 16 Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen ............................................................ 16 Section 2.10 Book-Entry Bonds ................................................................................................... 16

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2022B Bonds .............................................................................. 18 Section 3.02 Application of Proceeds of the Series 2022B Bonds ............................................... 18 Section 3.03 Costs of Issuance Fund ............................................................................................ 18 Section 3.04 Project Fund ............................................................................................................. 19 Section 3.05 Conditions for the Issuance of Additional Bonds .................................................... 19 Section 3.06 Procedure for the Issuance of Additional Bonds ..................................................... 21 Section 3.07 Additional Bonds ..................................................................................................... 21

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2022B Bonds ........................................................................ 22 Section 4.02 Notice of Redemption .............................................................................................. 23 Section 4.03 Selection of Bonds for Redemption ......................................................................... 24 Section 4.04 Partial Redemption of Bonds ................................................................................... 24 Section 4.05 Effect of Notice of Redemption ............................................................................... 24

ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations ..................................................................................... 24 Section 5.02 Flow of Funds .......................................................................................................... 25 Section 5.03 Application of Net Insurance Proceeds.................................................................... 26 Section 5.04 Title Insurance ......................................................................................................... 27 Section 5.05 Reserve Fund ........................................................................................................... 27 Section 5.06 Reserved................................................................................................................... 29 Section 5.07 Investment of Moneys ............................................................................................. 29

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ARTICLE VI

COVENANTS
Section 6.01 Compliance with Agreements .................................................................................. 30 Section 6.02 Compliance with Site Lease, and Facility Lease and Sublease ............................... 30 Section 6.03 Observance of Laws and Regulations ...................................................................... 30 Section 6.04 Other Liens .............................................................................................................. 31 Section 6.05 Prosecution and Defense of Suits ............................................................................ 31 Section 6.06 Accounting Records and Statements ....................................................................... 31 Section 6.07 Recordation and Filing ............................................................................................. 31 Section 6.08 Reserved................................................................................................................... 31 Section 6.09 Continuing Disclosure ............................................................................................. 31 Section 6.10 Further Assurances .................................................................................................. 32

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default ..................................................................................................... 32 Section 7.02 Other Remedies of the Trustee ................................................................................ 32 Section 7.03 Non-Waiver ............................................................................................................. 33 Section 7.04 Remedies Not Exclusive .......................................................................................... 33 Section 7.05 No Liability by the Authority to the Owners ........................................................... 33 Section 7.06 No Liability by the City to the Owners .................................................................... 33 Section 7.07 No Liability of the Trustee to the Owners ............................................................... 33 Section 7.08 Application of Amounts After Default .................................................................... 34 Section 7.09 Trustee May Enforce Claims Without Possession of Bonds ................................... 34 Section 7.10 Limitation on Suits ................................................................................................... 34

ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee ...................................................................................... 35 Section 8.02 Duties, Removal and Resignation of the Trustee..................................................... 35 Section 8.03 Compensation of the Trustee ................................................................................... 36 Section 8.04 Protection of the Trustee .......................................................................................... 36

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted ............................................................. 39 Section 9.02 Effect of Supplemental Indenture ............................................................................ 40 Section 9.03 Endorsement of Bonds; Preparation of New Bonds ................................................ 40 Section 9.04 Amendment of Particular Bonds .............................................................................. 41 Section 9.05 Execution of Supplemental Indentures .................................................................... 41

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture ............................................................................................. 41 Section 10.02 Bonds Deemed To Have Been Paid ......................................................................... 42

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Section 10.03 Payment of Bonds After Discharge of Indenture ..................................................... 42

ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties .................................................................. 43 Section 11.02 Successor Deemed Included in all References to Predecessor ................................ 43 Section 11.03 Execution of Documents by Owners ....................................................................... 43 Section 11.04 Waiver of Personal Liability .................................................................................... 43 Section 11.05 Destruction of Bonds ............................................................................................... 44 Section 11.06 Funds and Accounts ................................................................................................. 44 Section 11.07 Article and Section Headings Gender and References ............................................ 44 Section 11.08 Partial Invalidity ...................................................................................................... 44 Section 11.09 Disqualified Bonds .................................................................................................. 44 Section 11.10 Money Held for Particular Bonds ............................................................................ 45 Section 11.11 Payment on Non-Business Days .............................................................................. 45 Section 11.12 California Law ......................................................................................................... 45 Section 11.13 Notices ..................................................................................................................... 45 Section 11.14 Notice to Rating Agencies ....................................................................................... 46 Section 11.15 Execution in Counterparts ....................................................................................... 46

Signatures ............................................................................................................................... S-1

EXHIBIT A FORM OF SERIES 2022B BOND ........................................................................ A-1 EXHIBIT B FORM OF PROJECT FUND REQUISITION ...................................................... B-1 EXHIBIT C DESCRIPTION OF PROJECT ............................................................................. C-1

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INDENTURE
THIS INDENTURE (this “Indenture”), executed and entered into as of __________ 1, 2022, is by and among the MONTEBELLO PUBLIC FINANCING AUTHORITY , a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”), the CITY OF MONTEBELLO, a city duly organized and existing under the laws of the State of California (the “City”) and The Bank of New York Mellon Trust Company, N.A. , a national banking association duly organized and existing under and by virtue of the laws of the United States , as Trustee (the “Trustee”);
WITNESSETH:

WHEREAS, the City and the Authority desires to finance the costs of the acquisition, construction and/or installation of a sports, entertainment and recreation facility including restaurant, bar, retail areas, and an indoor -outdoor driving range facility that is initially anticipated to be operated as a Topgolf-branded entertainment facility in the City (the “Project”), together with certain infrastructure benefiting the Project, as more particularly described in Exhibit C hereto; WHEREAS, in order to finance the Project, the City will lease certain real property and th e improvements located thereon to the Authority pursuant to a Site Lease, dated concurrently herewith, and the City will sublease the Site (as defined in the Facility Lease (defined below)) back from the Authority pursuant to a Facility Lease, dated concurrently herewith; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the Project , through the issuance by the Authority of bonds payable from the Lease Payments (defined below) to be made by the City under the Facility Lease;
WHEREAS, all rights to receive the Lease Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated concurrently herewith; WHEREAS, the Authority and the City desire to provide for the issuance by the Authority of the Montebello Public Financi ng Authority Lease Revenue Bonds, Series 2022B (the “Series 2022B Bonds”), in the aggregate principal amount of $___________, in order to finance the Project; WHEREAS, the Series 2022B Bonds will be payable equally and ratably from the Lease Payments;
WHEREAS, during the period of time that the Bonds are outstanding, the Project will be operated and maintained by Topgolf USA MB, LLC, a Delaware limited liability company (“Topgolf”) under a lease agreement with the City in accordance with, inter alia, Section 37396 of the Government Code;
WHEREAS, to set forth the rights and obligations of Topgolf with respect to the Project, the City and Topgolf will enter into a Sublease (the “Sublease”) pursuant to which the City will lease the Facility to Topgolf, and Top golf will pay Base Rent to the City to compensate for the fair market value of the leased space and Improvement Rent that will be used to make the Lease Payments under the Facility Lease (each as further defined in the Sublease);

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WHEREAS, a portion of the rental payments to be made by Top golf under the Sublease are intended to be sufficient in amount and time to satisfy the City’s obligation to make Base Rental Payments under the Facility Lease;
WHEREAS, the Authority and the City desire to provide for the issuance of Additional Bonds (defined below) payable from the Lease Payments on a parity with the Series 2022B Bonds (the Series 2022B Bonds and any such Additional Bonds being collectively referred to herein as the “Bonds”);
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority an d the City have authorized the execution and delivery of this Indenture; and WHEREAS, the Authority and the City have determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been don e and taken, and the execution and delivery of the Indenture has been in all respects duly authorized; NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the par ties do hereby agree as follows:

ARTICLE I

DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of the Bonds and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Capitalized terms n ot otherwise defined herein shall have the meanings assigned to such terms in the Facility Lease. “Act” means the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code.
“Additional Bonds” means Bonds othe r than the Series 2022B Bonds issued hereunder in accordance with the provisions of Sections 3.05 and 3.06 hereof. “Additional Payment s” means all amounts payable by the City as Additional Payment s pursuant to Section 4.11 of the Facility Lease.
“Assignment Agreement” means the Assignment Agreement, dated concurrently herewith, by and between the Authority and the Trustee , as originally executed and as it may be from time to time in accordance with the provisions thereof

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“Authority” means the Montebello Public Financing Authority , a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California. “Authorized Authority Representative ” means the Chair, the Vice Chair, the Executive Director or the Treasurer of the Authority, or any other person authorized by the Authority Board to act on behalf of the Authority under or with respect to this Indenture. “Authorized City Representative ” means the Mayor, the Mayor Pro Tem, the City Manager, the Treasurer or the Director of Finance of the City, or any other person authorized by the City Council of the City to act on behalf of the City under or with respect to this Indenture. “Authorized Denominations” means $5,000 or any integral multiple thereof. “Beneficial Owner” means, whenever used with respect to a Book -Entry Bond, the person whose name is recorded as the beneficial owner of such Book-Entry Bond or a portion of such Book- Entry Bond by a Participant on the records of such Participant or such person’s subrogee. “Bonds” means the Series 2022B Bonds and any Additional Bonds issued hereunder. “Book-Entry Bonds” means the Bonds of a Series registered in the name of the nominee of DTC, or any successor securities depository for such Series of Bonds, as the registered owner thereof pursuant to the terms and provisions of Section 2.10 hereof. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday, (b) a day on which banking institutions in the State of California, or in any state in wh ich the Office of the Trustee is located, are required or authorized by law (including executive order) to close, or (c) a day on which the New York Stock Exchange is closed.
“Capitalized Interest Fund ” means the fund by that name established in accordance with Section 5.02 hereof.
“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to a Series of Book-Entry Bonds.
“City” means the City of Montebello , a general law city duly organized and existing under the laws of the State of California.
“Closing Date” means ____________, 2022.
“Code” means the Internal Revenue Code of 1986, as amended. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate executed by the City in connection with the issuance of a Series of Bonds, as originally executed and as it may from time to time be amended in accordance with the provisions thereof. “Costs of Issuance ” means all the costs of issuing and delivering the Bonds, including, but not limited to, all printing and document preparation expenses in connection with this Indenture, the Facility Lease, the Site Lease, the Assignment Agreement, the Bonds , and any preliminary official statement and final official statement pertaining to the Bonds, rating agency fees, CUSIP Service Bureau charges, market study fees, leg al fees and expenses of counsel , fees and expenses of the

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municipal advisor, the initial fees and expenses of the Trustee and its counsel and other fees and expenses incurred in connection with the issuance and delivery of the Bonds, to the extent such fees and expenses are approved by the City.
“Costs of Issuance Fund ” means the fund by that name established in accordance with Section 3.03 hereof.
“Debt Service Fund ” means the fund by that name established in accordance with Section 5.02 hereof.
“DTC” means The Depository Trust Company, a limited -purpose trust company organized under the laws of the State of New York, and its successors as securities depository for any Series of Book-Entry Bonds, including any such successor appointed pursuant to Section 2.10 hereof. “Facility Lease” means the Facility Lease, dated concurrently herewith, by and between the City and the Authority, as originally executed and as it may be from time to time amended in accordance with the provisions thereof.
“Federal Securities” means (1) cash, (2) non-callable direct obligations of the United States of America, (3) securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, or (4) such securities as otherwise maybe authorized under State law.
“Fitch” means Fitch Ratings , Inc., New York, New York , or its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term “ Fitch” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
“Improvement Rent ” means Rent payable by Top golf to City under the Sublease and designated therein as Improvement Rent.
“Indenture” means this Indenture, as originally executed and as it may be amended or supplemented from time to time by any Supplemental Indenture. “Information Services ” means Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (EMMA) website; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the Au thority may designate in a Written Certificate of the Authority delivered to the Trustee.
“Interest Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Interest Payment Date ” means May 1 and November 1 of each year, comme ncing on [May 1, 2023].
“Lease Payment s” means all amounts payable to the Authority by the City as Lease Payments pursuant to Section 4.4 of the Facility Lease.

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“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, or its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
“Office of the Trustee ” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
“Opinion of Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority or the City and which written opinion is satisfactory to the Trustee.
“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.09 hereof) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.01 hereof; and (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture. “Owner” means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books.
“Participant” means any entity which is recognized as a participant by DTC in DTC’s book - entry system of maintaining records with respect to Book-Entry Bonds. “Participating Underwriter” means the original underwriter or underwriters of a Series of Bonds required to comply with Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, in connection with the offering of such Series of Bonds.
“Permitted Investments ” means any of the following to the extent then permitted by the general laws of the State of California:
(1) (a) Direct obligations (othe r than an obligation subject to variation in principal repayment) of the United States of America (“United States Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of princ ipal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or

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(d) evidences of ownership of proportionate interests in future interest an d principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the under lying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated (collectively “United States Obligations”). These include, but are not necessarily limited to:
-U.S. Treasury obligations
All direct or fully guaranteed obligations
-Farmers Home Administration
Certificates of beneficial ownership
-General Services Administration
Participation certificates
-U.S. Maritime Administration
Guaranteed Title XI financing
-Small Business Administration
Guaranteed participation certificates
Guaranteed pool certificates
-Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
-U.S. Department of Housing & Urban Development
Local authority bonds
-Washington Metropolitan Area Transit Authority
Guaranteed transit bonds
(2) Federal Housing Administration debentures.
(3) The listed obligations of government -sponsored agencies which are not backed by the full faith and credit of the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) Senior debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal intermediate Credit Banks and Banks for Cooperatives)
Consolidated systemwide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgages securities which are purchased at prices exceeding their principal amounts) -Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
- Federal Agricultural Mortgage Corporation (Farmer Mac)

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Debt obligations

(4) Bank deposit products, unsecured certificates of deposit (including those placed by a third party pursuant to an agreement between the City and the Trustee), trust funds, trust accounts, overnight banking deposits, interest bearing deposits, interest bearing money market accounts, time deposits, demand deposits, and bankers’ acceptances (having maturities of not more than 30 days) of any bank (including the Trustee and any affil iate) the short -term obligations of which are rated “A -1” or “A-2” without regard to qualifier by a nationally recognized rating agency service.
(5) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks, including the Trustee and its affiliates, which have capital and surplus of at least $5 million.
(6) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, “A-1” or better by S&P or “Prime-1” by Moody’s. (7) Money market mutual funds rated “AAm” or “AAm -G” by a nationally recognized rating agency service, or better (including those for which the Trustee or its affiliates receives and retains a fee for services provided to the fund, whether as a c ustodian, transfer agent, investment advisor or otherwise) but excluding such funds with a floating net asset value. (8) Investments in repurchase agreements which comply with the requirements of California Government Code Section 53601(j) pursuant to whic h the seller will repurchase the securities on or before a specified date and for a specified amount and will deliver the underlying securities to the Trustee by book entry, physical delivery, or by third party custodial agreement. The term “securities,” for the purpose of repurchase agreements, means securities of the same issuer, description, issue date and maturity.

Repurchase agreements are required to be collateralized by securities or cash authorized under California Government Code Section 53601(j)(2) as described below:
(a) To anticipate market changes and provide a level of security for all repurchase agreement transactions, the market value of securities that underlie a repurchase agreement shall be valued at 102% or greater for U.S. securities listed in paragraph (1) above and 105% for U.S. Government Agency securities listed in paragraph (3) above, of the funds borrowed against those securities and the value shall be adjusted no less frequently than weekly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase agreements shall be in compliance if the value of the underlying securities is brought back up to 102% or 105%, as applicable, no later than the next business day.
(b) Collateral will be limited to U.S. Treasury securities listed in paragraph (1) above and U.S. Government Agency securities listed in paragraph (3) above. Collateral will be held by an independent third party with whom the Trustee has a current custodial agreement. A clearly marked evidence of ownership (safekeeping/custody receipt) must be supplied to the Trustee and retained. The Trustee retains the right to substitute or grant substitutions of collateral.

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(9) State Obligations:
(a) Direct general obli gations of any state of the United States or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated “A2” by Moody’s or “A” by S&P or Fitch, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated. (b) Direct, general short -term obligations of any state agency or subdivision described in (a) above and rated “A -1+” by S&P or “F1+” by Fitch or “Prime-1” by Moody’s.
(c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (a) above and rated “AA” or better by S&P or Fitch or “Aa” or better by Moody’s. (10) Local Agency Investment Fund of the State of California. (11) Any investment agreement with a domestic or foreign bank or insurance company whose senior long -term debt obligations, deposit rating or claims -paying ability are rated, or guaranteed by an entity whose obligations are rated (at the time the investment is entered into) at least “A+” by S&P, “A1 ” by Moody’s” or “A+” by Fitch; provided, that prior written notice of an investment in the investment agreement is provided to S&P, and provided, further by the terms of the investment agreement:
(a) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service on the Bonds;
(b) the invested funds are available for withdrawal without penalty or premium, at any time for purposes identified in this Indenture other than acquisition of alternative investment property upon not more than seven days prior notice (which notice may be amended or withdrawn at any time prior to the specified withdrawal date); provided that the Indenture specifically requires the Trustee or the City to give notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid;
(c) the investment agreement shall state that it is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof;
(d) a guaranteed rate of interest is to be paid on invested funds and all future deposits, if any, required to be made to restore the amount of such funds to the level specified under the Indenture;
(e) the Trustee and the City receive the opinion of domestic counsel (which opinion shall be addressed to the City) that such investment agreement is legal, valid and binding and enforceable agains t the provider in accordance with its terms and of foreign counsel (if applicable);

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(f) The investment a greement shall provide that if during the term thereof, the p rovider’s rating by any two of the following rating agencies, S&P, Moody’s, or Fitch, is wi thdrawn or suspended of falls below “A-” by S&P, “A3” by Moody’s, or “A-” by Fitch, the provider must at the direction of the City within ten (10) days of receipt of such downgrade, (i) deliver and grant, or cause to be delivered and granted, to a third party custodian a first priority security interest under the applicable Uniform Commercial Code, or other applicable law, in and to Permitted Collateral; or (ii) transfer the investment agreement and the rights and obligations of the p rovider thereunder to an entity reasonably satisfactory to the City and the Trustee whose long-term, senior unsecured debt obligations or claims -paying ability, or whose guarantor’s long term, senior unsecured debt obligations or claims -paying ability are rated at not less tha n “A-” by S&P, “A3” by Moody’s or “A-” by Fitch or its equivalent from another Rating Agency; or (iii) repay the principal of and accrued by unpaid interest on the investment with no penalty or premium to the City and the Trustee;
(g) the investment agreem ent shall state, and an opinion of counsel shall be rendered to the effect, that the Trustee has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Trustee is in possession); and (h) the investment agreement must provide that if during its term (A) the provider shall default in its payment obligations, the provider’s obligation under the investment agreement shall, at the direction of the City or the Trustee, be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the City or Trustee, as appropriate, and (B) the provider shall become insolvent, not pay its debts as they become due, be declared or petition t o be declared bankrupt, etc. (“event of insolvency”), the provider’s obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the City or Trustee, as appropriate.
(12) Pre-refunded municipal obligations rated “AAA” by S&P or Fitch or “Aaa” by Moody’s meeting the following requirements:
(a) the municipal obligations are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligations has been given irrevocab le instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions;
(b) the municipal obligations are secured by cash or Unit ed States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations (“Verification”);

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(d) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations;
(e) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification; and
(f) the cash or United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent.

The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments.
“Person” means an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
“Principal Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Project” means the acquisition, construction and/or installation of a sports , entertainment and recreation facility including restaurant, bar, and retail areas initially anticipated to be operated as a Topgolf entertainment facility in the City, and the acquisition, construction and/or installation of such other capital facilities that may be financed from proceeds of Additional Bonds as set forth in a Supplemental Indenture.
“Project Fund” means the fund of that name established pursuant to Section 3.04 hereof. “Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit, insurance policy, or surety bond issued by a commercial bank or insurance company and deposited with the Trustee with respect to other Bonds, provided that all of the following requirements are met at the time of acceptance thereof by the Trustee: (a) S&P or Moody’s have assigned a long-term credit rating to such bank or insurance company at the time of issuance of such Qualified Reserve Fund Credit Instrument of “A” (without regard to modifier) or higher; (b) such letter of credit, insurance policy or surety bond has a term of at least 12 months; (c) such letter of credit, insurance policy or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to the Bonds with respect to whi ch it is deposited or with respect to which funds are proposed to be released; and (d) the Trustee is authorized pursuant to the terms of such letter of credit, insurance policy or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Fund or the Principal Fund, Fund for the purpose of making payments required pursuant to Sections 5.02(b)(i) or 5.02(b)(ii) of this Indenture.
“Rating Agency” means Fitch, Moody’s and S&P, or any one of such entiti es, as the context requires.
“Rebate Fund ” means the fund by that name established in accordance with Section 5.06 hereof.

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“Rebate Requirement” has the meaning ascribed thereto in the Tax Certificate. “Record Date ” means the fifteenth day of the month next preceding an Interest Payment Date, whether or not such day is a Business Day.
“Redemption Fund ” means the fund by that name established in accordance with Section 5.02 hereof.
“Redemption Price” means the aggregate amount of principal of and premium, if any, on the Bonds upon the redemption thereof pursuant hereto.
“Registration Books” means the records maintained by the Trustee for the registration of ownership and registration of transfer of the Bonds pursuant to Section 2.05 hereof. “Rental Payments” means, collectively, the Lease Payments and the Additional Payments. “Rental Period ” means the period from the Closing Date through November 1, 2023 and, thereafter, the twelve-month period commencing on November 2 of each year during the term of the Facility Lease.
“Representation Letter” means the Letter of Representations from the Authority to DTC, or any successor securities depository for any Series of Book -Entry Bonds, in which the Authority makes certain representations with respect to issues of it s securities for deposit by DTC or such successor depository.
“Reserve Fund” means the fund by that name established and held by the Trustee pursuant to Section 5.05.
“Reserve Fund Requirement ” means, with respect to the Series 2022B Bonds, an amount equal to the least of: (i) 100% of the Maximum Annual Debt Service for the 2022B Bonds; (ii) 125% of average Annual Debt Service on the 2022 B Bonds as of the date of issuance of the 2022 B Bonds, and (iii) ten percent (10%) of the issue price (as defined pursua nt to section 148 of the Code) and with respect to any Additional Bonds, such amounts as shall be determined in accordance with the Supplemental Indenture providing for issuance of such Additional Bonds. “Revenues” means, collectively, (a) the Lease Paymen ts, (b) the Improvement Rent, (c) all moneys received by the Trustee from time to time for deposit to the Debt Service Fund and the Reserve Fund; and (d) investment income with respect to any moneys held by the Trustee in the Debt Service Fund and the Reserve Fund.
“S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successors and assigns, except that if such entity shall no longer perform the functions of a securities rating agency for any reason, the term “S&P” shal l be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Securities Depositories ” means The Depository Trust Company, New York, New York 10041-0099, Fax-(212) 855-7232; and, in accordance with then curren t guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee.

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“Series” means all of the Series 2022B Bonds or the Additional Bonds issued and designated under a Supplemental Indenture as being of the same series, authenticated and delivered in a simultaneous transaction, regardless of variations in maturity, interest rate, redemption and other provisions, and any bonds thereafter authenticated and delivered upon transfer or exchange of or in lieu of or in substitution for (but not to refund) such bonds as herein provided. “Series 2022B Bonds ” means the Montebello Public Financing Authority Lease Revenue Bonds, Series 2022B (Topgolf Project)(Federally Taxable) issued hereunder. “Site” has the meaning ascribed thereto in the Facility Lease. “Site Lease” means the Site Lease, dated concurrently herewith, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof and of the Facility Lease.
“Sublease” means that certain Sublease dated concurrently herewith, by and b etween the City, as sublessor, and Top golf, as sublessee, as originally executed and as it may be from time to time amended in accordance with the provisions thereof. “Supplemental Indenture ” means any supplemental indenture amendatory of or supplemental t o this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.
“Tax Certificate” means the Tax Certificate executed by the Authority and the City at the time of issuance of a Series of Bonds relating to the requirements of Section 148 of the Code, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Term Bonds” means the Bonds maturing on November 1, 20__ andNovember 1, 20__, and any term maturities of an issue of Additional Bonds as specified in a Supplemental Indenture. “Topgolf” means Top golf USA MB, LLC, a Delaware limited liability company , or any successor or assignee of Topgolf acquiring the subleasehold interest under the Sublease. “Trustee” means The Bank of New York Mellon Trust Company, N.A. , a national banking association duly organized and existing under and by virtue of the laws of the United States , or any successor thereto as Trustee hereunder, appointed as provided herein. “Written Certificate of the Authority ” and “ Written Request of the Authority ” mean, respectively, a written certificate or written request signed in the name of the Authority by an Authorized Authority Representative. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. “Written Certificate of the City” and “Written Request of the City” mean, respectively, a written certificate or written request signed in the name of the City by an Authorized City Representative. Any such certificate or request may, but need, not, be combined in a single instrument with any other instrument, opinion or represent ation, and the two or more so combined shall be read and construed as a single instrument.

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Section 1.02 Equal Security . In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among th e Authority, the City, the Trustee and the Owners from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and final payment of the principal of, premium, if any, and interest on all Bonds which may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Authority or the City shall be for the equal and proportionate benefit, protection and security of all Owners of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein.

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds . The Authority hereby authorizes the issuance of the B onds under and subject to the terms of this Indenture and applicable laws of the State of California for the purpose of financing and/or refinancing the Project. The Bonds may consist of one or more Series of Bonds of varying denominations, dates, maturit ies, interest rates and other provisions, subject to the provisions and conditions contained herein.

Section 2.02 Terms of Series 2022B Bonds.
(a) The Series 2022B Bonds shall be designated the “ Montebello Public Financing Authority Lease Revenue Bonds, Series 2022B (Topgolf Project)(Federally Taxable) .” Each Series of Additional Bonds shall bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series, of Bonds. (b) The Series 2022B Bonds shall be issued in fully registered form without coupons in Authorized Denominations, so long as no Series 2022B Bond shall have more than one maturity date. The Series 2022B Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount of $__________, shall mature on November 1 of each year and shall bear interest (calculated on the basis of a 360 -day year comprised of twelve 30 -day months) at the rates per annum as follows:

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Maturity Date
(November 1)
Principal
Amount
Interest
Rate

T Term Bond
(c) Interest on the Series 2022B Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2022B Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a Series 2022B Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the dated date thereof, or (iii) interest on any Series 2022B Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable fr om the date to which interest has been paid in full, payable on each Interest Payment Date. Interest shall be paid in lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership of the Series 2022B Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Except as otherwise provided in Section 2.10(a), interest shall be paid by check of the Trustee mailed by first class mail, p ostage prepaid, on each Interest Payment Date to the Series 2022B Bond Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date or by wire transfer to Owners of more than $1,000,000 in pr incipal amount of Series 2022B Bonds who have provided account information and wiring instructions satisfactory to the Trustee. (d) The principal and premium, if any, of the Series 2022B Bonds shall be payable in lawful money of the United States of America up on presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee. (e) The Series 2022B Bonds shall be subject to redemption as provided in Article IV.

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Section 2.03 Form of Series 2022B Bonds . The Series 2022B Bonds shall be in substantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby.

Section 2.04 Transfer and Exchange of Bonds . Any Bond may, in accordance with its terms, be transferr ed upon the Registration Books by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form ac ceptable to the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same Series in a like aggregate principal amount, in any Aut horized Denomination. The Trustee shall require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.

Prior to any transfer of Bonds outside the book -entry system (including, but not limited to, the initial transfer outside the book -entry system) the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including w ithout limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

The Bonds m ay be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same Series of other authorized denominations. The Trustee shall require the payment by the Bond Owner requesting such exchange of any tax or other governme ntal charge required to be paid with respect to such exchange.

The Trustee shall not be obligated to make any transfer or exchange of Bonds of a Series pursuant to this Section during the period established by the Trustee for the selection of Bonds of such Series for redemption, or with respect to any Bonds of such Series selected for redemption.

Section 2.05 Registration Books. The Trustee will keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which shall be open to inspection during regular business hours and upon reasonable notice by the City; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or ca use to be registered or transferred, on such records, the ownership of the Bonds as hereinbefore provided.

Section 2.06 Execution of Bonds. The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile signature of an Authorized O fficer of the Authority attested by the manual or facsimile signature of the Secretary of the Authority. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of such officers of the Authority who shall have signed or att ested any of the Bonds shall cease to be such officers of the Authority before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee, or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers of the Authority, and also any Bonds may be signed and attested on behalf of the Authority by such Persons as at the actual date of execution of such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds any such Person shall not have been such officer of the Authority.

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Section 2.07 Authentication of Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form as that set forth in Exhibit A hereto, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of or on behalf of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.08 Temporary Bonds. The Bonds of a Series may be issued in temporary form exchangeable for definitive Bonds of such Series when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and authenticated by th e Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds of a Series it will execute and deliver definitive Bonds of such Series as promptly thereafter as practicable, and thereupon the temporary Bonds of such Series, may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of suc h Series in Authorized Denominations. Until so exchanged, the temporary Bonds of such Series shall be entitled to the same benefits under this Indenture as definitive Bonds of such Series authenticated and delivered hereunder.

Section 2.09 Bonds Mutilated, Lost, Destr oyed or Stolen . If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and Series in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or in accordance with the order of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee sha ll thereupon authenticate and deliver, a new Bond of like tenor and Series in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been selected for redemption, instead of issuing a repl acement Bond, the Trustee may pay the same without surrender thereof). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond of a Series issued under the provisions of this Section in lieu of any Bond of such Series alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds of such Series secured by this Indenture.

Section 2.10 Book-Entry Bonds.
(a) Prior to the issuance of a Series of Bonds, the Authority may provide that such Series of Bonds shall initially be issued as Book -Entry Bonds and, in such event, the Bonds of such Series for each maturity shall be in the form of a separate single fully r egistered Bond (which may be typewritten). The Series 2022B Bonds shall initially be issued as Book-Entry Bonds.

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Except as provided in subsection (c) of this Section, the registered Owner of all of the Book-Entry Bonds shall be Cede & Co., as nominee of D TC. Notwithstanding anything to the contrary contained in this Indenture, payment of interest with respect to any Book -Entry Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of same- day funds to the account o f Cede & Co. on the Interest Payment Date at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter.
(b) The Trustee and the Authority may treat DTC (or its nominee) as the sole a nd exclusive Owner of Book -Entry Bonds registered in its name for the purposes of payment of the principal, premium, if any, or interest with respect to Book -Entry Bonds, selecting Book -Entry Bonds or portions thereof to be redeemed, giving any notice perm itted or required to be given to Owners of Book -Entry Bonds under this Indenture, registering the transfer of Book -Entry Bonds, obtaining any consent or other action to be taken by Owners of Book -Entry Bonds and for all other purposes whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the contrary. Neither the Trustee nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in Book -Entry Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant, the payment by DTC or any Participant of any amo unt in respect of the principal, premium, if any, or interest with respect to Book -Entry Bonds, any notice which is permitted or required to be given to Owners of Book -Entry Bonds under this Indenture, the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of Book -Entry Bonds, or any consent given or other action taken by DTC as Owner of Book -Entry Bonds. The Trustee shall pay all principal , premium, if any and interest with respect to Book -Entry Bonds, only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal, premium, if any, and interest with respect to the Book-Entry Bonds to the extent of the sum or sums so paid. Except under the conditions of subsection (c) of this Section, no person other than DTC shall receive an executed Book -Entry Bond for each separate stated maturity. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the term “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.
(c) In the event (i) DTC, including any successor as securities depository for a Series of Bonds, determines not to continue to act as securities depository for such Series of Bonds, or (ii) the Authority determines that the incumbent securities depository shall no longer so act, and delivers a written c ertificate to the Trustee to that effect, then the Authority will discontinue the book-entry system with the incumbent securities depository for such Series of Bonds. If the Authority determines to replace the incumbent securities depository for such Seri es of Bonds with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate fully registered Bond of such Series for the aggregate outstanding principal amount of Bonds of such Series of each ma turity, registered in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the Authority, the Trustee and the successor securities depository for the Bonds of such Series as are not inconsistent with the terms of this Indenture. If the Authority fails to identify another qualified successor securities depository for such Series of Bonds to replace the incumbent securities depository, then the Bonds of such Series shall no lon ger be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be

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registered in whatever name or names the incumbent securities depository for such Series of Bonds, or its nominee, shall designate. In such event the Authority shall execute, and deliver to the Trustee, a sufficient quantity of Bonds of such Series to carry out the transfers and exchanges provided in Sections 2.04, 2.08 and 2.09 hereof. All such Bonds of such Seri es shall be in fully registered form in Authorized Denominations.
(d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Book-Entry Bond is registered in the name of DTC, or its nominee, all payments with respect to the principal, premium, if any, and interest with respect to such Book -Entry Bond and all notices with respect to such Book -Entry Bond shall be made and given, respectively, as provided in the Representation Letter.
(e) In connection with any notice or other communicat ion to be provided to Owners of Book -Entry Bonds pursuant to this Indenture by the Authority, the City or the Trustee with respect to any consent or other action to be taken by Owners, the Authority, the City or the Trustee, as the case may be, shall estab lish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

ARTICLE III

ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2022B Bonds . The Authority may, at any time, execute the Series 2022B Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall authenticate the Series 2022B Bonds and deliver the Series 2022B Bonds to the original purchaser thereof upon rece ipt of a Written Request of the Authority and upon receipt of the purchase price therefor.

Section 3.02 Application of Proceeds of the Series 2022B Bonds. On the Closing Date, the net proceeds of the sale of the Series 2022B Bonds received by the Trustee of $___________ (being the principal amount of $ ____________, [plus][less] [net] original issue [premium][discount] of $ ___________, and less an underwriter’s discount of $ __________), shall be deposited by the Trustee as follows:
(a) The Trustee shall deposit the amount of $ ___________ in the Costs of Issuance Fund,
(b) The Trustee shall deposit the amount of $__________ in the Capitalized Interest Fund, and
(c) The Trustee shall deposit the amount of $_________ to the Project Fund.

Section 3.03 Costs of Issuance Fund. The Trustee shall est ablish and maintain a separate fund designated the “Costs of Issuance Fund.” On the Closing Date, there shall be deposited in the Costs of Issuance Fund the amount specified in Section 3.02 hereof. There shall be additionally be deposited in the Cost of Issuance Fund the portion, if any, of the proceeds of the sale of any Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued.

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The moneys in the Costs of Issuance Fund shall be u sed and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Authority stating (a) the Person to whom payment is to be made, (b) the amount to be paid, (c) the purpose for which the obligation was incurred, (d) that such payment is a proper charge against the Costs of Issuance Fund, and (e) that such amounts have not been the subject of a prior disbursement from the Costs of Issuance Fund, in each case together with a statement or invoice for ea ch amount requested thereunder. Each such Written Request of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date that is six months after the Closing Date, all amounts, if any, remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Debt Service Fund or the Project Fund, as directed by the City.

Section 3.04 Project Fund . The Trustee shall establish , maintain and hold in trust a separate fund designated as the “ Project Fund.” The moneys in the Project Fund or the accounts therein shall be disbursed by the Trustee on behalf of the City as specified in a Written Request of the City in the f orm attached hereto as Exhibit B . Each Written Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date on which the City determines that amount s in the Project Fund are no longer necessary for payment of the cost of the Project, the City shall submit a Written Request to the Trustee to transfer any remaining balance in the Project Fund not needed for Project Fund purposes, at the City’s sole disc retion, either (a) to the Debt Service Fund for application in accordance with Section 5.02 hereof, or (b) to the City for use on eligible capital facilities, and the Project Fund shall be closed.

Investment earnings on amounts on deposit in the Project Fund shall remain on deposit in the Project Fund for application in accordance with this Section.

Section 3.05 Conditions for the Issuance of Additional Bonds . The Authority may at any time issue one or more Series of Additional Bonds (in addition to the Series 2022B Bonds) payable from Lease Payments as provided herein on a parity with all other Bonds theretofore issued hereunder, and subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(1) The application of the proceeds of the sale of such Additional Bonds; (2) The principa l amount and designation of such Series of Additional Bonds and the denomination or denominations of the Additional Bonds; (3) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, a re to be made for such Additional Bonds; provided, however, that (i) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on November 1 of each year in which principal falls due, and the term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on November 1, (ii) the Additional Bonds shall be payable as to interest semiannually on May 1 and November 1 of each year , (iii) all Additional Bonds of a Series of like maturity shall

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be identical in all respects, except as to number or denomination, and (iv) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment o f such Additional Bonds on or before their respective maturity dates;
(4) The redemption premiums and terms, if any, for such Additional Bonds;
(5) The form of such Additional Bonds;
(6) A provision stating the Reserve Fund Requirement for the Series of Additional Bonds, if any, and providing that from such proceeds or other sources an amount shall be deposited in an account of the Reserve Fund so that following such deposit there shall be on deposit in such account of the Reserve Fund an amount at least equal to the Reserve Fund Requirement for such series of Additional Bonds; and
(7) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Facility Lease and in the Site Lease required to be observed or performed by it;
(c) The City shall be in compliance with all agreements, conditio ns, covenants and terms contained herein, in the Facility Lease and in the Site Lease required to be observed or performed by it;
(d) The Site Lease and the Facility Lease shall have been amended , to the extent necessary, (i) so as to increase the Lease Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; provided, however, that no such amendment shall be made such that the sum of Lease Payments, including any increase in the Lease Payments as a result of such amendment, plus Additional Lease Payments, in any Rental Period shall be in excess of the annual fair rental value of the Site after taking into account the use of the proceeds of any Additional Bonds issued in connection therewith (evidence of the satisfaction of such condition shall be made by a Written Certificate of the City) ; and (ii) to include provisions for the prepayment of Lease Payments attributable to such Additional Bonds; and
(e) Topgolf shall have consented in writing to the issuance of such Additional Bonds.

Notwithstanding satisfaction of the other conditions to the issuance of Additional Bonds set forth in this Section 3.05, no such issuance may occur if (1) an event of default (within the meaning of Article VI of the Facility Lease)(or any event which, once all notice or grace periods have passed, would constitute such event o f default) exists unless such event of default shall be cured upon such execution or issuance or (2) the Reserve Fund and all accounts therein are not fully funded at the Reserve Fund Requirement for the Series 2022B Bonds and each series of Additional Bonds that will be Outstanding upon the issuance of the proposed Additional Bonds.

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Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Lease Payments if, after the issuance and delivery of such bonds or other oblig ations, none of the Bonds theretofore issued hereunder will be Outstanding.

Section 3.06 Procedure for the Issuance of Additional Bonds. At any time after the sale of any Additional Bonds in accordance with the Act, such Additional Bonds shall be executed by the Authority for issuance hereunder and shall be delivered to the Trustee and thereupon shall be authenticated and delivered by the Trustee, but only upon receipt by the Trustee of the following:
(a) Certified copies of the Supplemental Indenture authorizing the issua nce of such Additional Bonds, the amendment to the Facility Lease required by Section 3.05 hereof and the amendment to the Site Lease , if any, required by Section 3.05 hereof, together with satisfactory evidence that provision has been made for such amendm ent to the Facility Lease and such amendment to the Site Lease, if any, to be recorded in the official records of the appropriate county; (b) A Written Request of the Authority as to the delivery of such Additional Bonds;
(c) An opinion of Bond Counsel substantial ly to the effect that (i) the Indenture (including all Supplemental Indentures), the Facility Lease (including the amendment thereto required by Section 3.05 hereof) and the Site Lease (including any amendment thereto required by Section 3.05 hereof) have been duly authorized, executed and delivered by, and constitute the valid and binding obligations of, the Authority and the City, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, mo ratorium and other similar laws affecting creditors rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisions in the State of California), and (ii) such Additional Bonds constitute valid and binding special obligations of the Authority payable solely from Revenues as provided herein and are enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisi ons in the State of California);
(d) a Written Certificate of the City that the requirements of Section 3.05 hereof and Sections 5.01 and 5.02 of the Facility Lease have been met, and a Written Certificate of the City as to the annual fair rental value of the Site, after giving effect to the issuance of the Additional Bonds, and to the use of proceeds received therefrom; and (e) Such further documents as are required by the provisions hereof or by the provisions of the Supplemental Indenture authorizing the issuance of such Additional Bonds.

Section 3.07 Additional Bonds . So long as any of the Bonds remain Outstanding, the Authority shall not issue any Additional Bonds or obligations payable from the Lease Payment s, except pursuant to Sections 3.05 and 3.06 hereof.

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ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2022B Bonds.
(a) Extraordinary Redemption . The Series 2022B Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of:
(i) Net Insurance Proceeds received with respect to all or a portion of the Site, deposited by the Trustee in the Redemption Fund pursuant to Sections 5.03 and 5.04 hereof, and (ii) eminent domain proceeds received pursuant to Section 7.01 of the Facility Lease, at a Redemption Price equal to the principal amount of the Series 2022B Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
(b) Optional Redemption . The Series 2022B Bonds maturing on or after November 1, 20__, shall be subject to optional redemption, in whole or in part, on any date on or after November 1, 20__ , in Authorized Denominations, from and to the extent of prepaid Lease Payments paid pursuant to subsection (a) of Section 7.02 of the Facility Lease, at a Redemption Price equal to the principal amount of the Series 2022B Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
(c) Mandatory Sinking Fund Redemption . The Series 2022B Bonds with stated maturities on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Redemption Date
(November 1)
Principal
Amount

* Final Maturity.

The Series 2022B Bonds with stated maturities on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed f or redemption, without premium, in accordance with the following schedule:

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Redemption Date
(November 1)
Principal
Amount

* Final Maturity.

In the event of a partial optional redemption or extraordinary mandatory redemption of any of the Term Bonds, each of the remaining mandatory sinking fund payments for such Term Bonds will be reduced, as nearly as practicable, on a pro rata basis in the amount of $5,000 or any integral multiple thereof as directed by an Authorized City Representative, which direction shall include a revised schedule of the remaining mandatory sinking fund payments.

Section 4.02 Notice of Redemption . Unless otherwise provided in a Supplemental Indenture, notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Bonds designated for redemption at their addresses appearing on the Registration Books , (ii) as to Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above shall be given by electron ically secure means, or any other method agreed upon by such entities and the Trustee . Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturities (except in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption. Such notice of redemption may state that no representation is made as to the accuracy or correctness of the CUSI P numbers printed therein or on the Bonds.

Neither the failure to receive any notice so given, nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption.

With respect to any notice of optional redemption of the Bonds, such notice may state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of, premium if any, and interest on the Bonds to be redeemed and upon other conditions set forth therein and that, if such money shall not have been so received or such other conditions shall not have been satisfied, said notice shall be of no force and effect and the Trustee shall not be required to redeem such Bonds. If any condition stated in the redemption notice for an optional redemption shall not have been satisfied on or prior to the redemption date: (i) the redemption notice shall be of no force and effect, (ii) the Authority shall not be required to redeem such Bonds, (iii) the redemption shall not be made, and (iv) the Trustee shall within a reasonable time thereafter give notice to the persons in the ma nner in which the conditional

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redemption notice was given that such condition or conditions were not met and that the redemption was canceled.

Section 4.03 Selection of Bonds for Redemption . Whenever provision is made in this Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be redeemed by lot from all Bonds not previously called for redemption (a) with respect to any optional redemption of Bonds of a Series, among maturities of Bonds of such Series as directed in a Writt en Request of the Authority provided to the Trustee at least 20 but no more than 60 days prior to the date of such redemption, (b) with respect to any redemption pursuant to Section 4.01(a) hereof and the corresponding provision of any Supplemental Indentu re pursuant to which Additional Bonds are issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, as directed in a Written Request of the Authority provided to the Trustee at least 20 but no more than 60 days prior to the date of such redemption, and (c) with respect to any other redemption of Additional Bonds, among maturities as provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate and fair. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds which may be separately redeemed.

Section 4.04 Partial Redemption of Bonds . Upon surrender of any Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same Series in authorized denominations equal in aggregate principal amount representing the unredeemed portion of the Bonds surrendered.

Section 4.05 Effect of Notice of Redemption. Notice having been given as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside in the Redemption Fund, the Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date.

If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to sai d date, shall be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof shall have been given as aforesaid and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue and bec ome payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners for interest thereon.

All Bonds paid at maturity o r redeemed prior to maturity pursuant to the provisions hereof shall be canceled upon surrender thereof and destroyed.

ARTICLE V

SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Revenues and any other amounts (including proceeds of the sale of the Bonds) held in the

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Debt Service Fund, the Interest Fund , the Capitalized Interest Fund, the Principal Fund, the Reserve Fund and the Redemption Fund are hereby pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of this Indenture and the Act. Said pledge shall constitute a first lien on such assets.

All obligations of the Authority under this Indenture shall be special obligations of the Authority, payable solely from Revenues and the other assets pledged therefor hereunder; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Revenues and the other assets pledged therefor hereunder. Neither the faith and credit nor the taxing power of the City or the State of Cal ifornia, or any political subdivision thereof, is pledged to the payment of the Bonds. The Authority has no taxing power.

Section 5.02 Flow of Funds.
(a) The Trustee shall establish and maintain separate funds designated the “ Debt Service Fund ,” the “Interest Fund,” the “Capitalized Interest Fund,” the “Principal Fund ,” the “Redemption Fund” and the “Reserve Fund.”
All Revenues shall be paid directly by the City to the Trustee (except for Improvement Rent paid by Top golf directly to the Trustee pursuant to the Sublease , and if received by the Authority at any time shall be transferred by the Authority with the Trustee within one Business Day after the receipt thereof. All Revenues received by the Trustee shall be deposited by the Trustee in the Debt Service Fund.
(b) The Trustee shall transfer the amounts on deposit in the Debt Service Fund, at the times and in the manner hereinafter provided, to the following respective funds:
(i) Interest Fund . On the Business Day immediately preceding each Interest Payment Date, the Trustee shall transfer from the Debt Service Fund to the Interest Fund the amount, if any, necessary to cause the amount on deposit in the Interest Fund to be equal to the interest due on the Bonds on such Interest Payment Date. (ii) Principal Fund . On the Busin ess Day immediately preceding each November 1, commencing November 1, 20__, the Trustee shall transfer from the Debt Service Fund to the Principal Fund the amount, if any, necessary to cause the amount on deposit in the Principal Fund to be equal to the principal amount of the Bonds due on such November 1, either as a result of the maturity thereof or mandatory sinking fund redempti on payments required to be made with respect thereto. Moneys in the Principal Fund shall be used by the Trustee for the purpose of paying the principal of the Bonds when due and payable at their maturity dates or upon earlier mandatory sinking fund redemption.
(iii) Redemption Fund. The Trustee, on the redemption date specified in the Written Request of the City filed with the Trustee at the time that any prepaid Lease Payment is paid to the Trustee pursuant to the Facility Lease, shall deposit in the Redemptio n Fund that amount of moneys representing the portion of the Lease Payments designated as prepaid Lease Payments.

Additionally, the Trustee shall deposit in the Redemption Fund any amounts required to be deposited therein pursuant to Sections 5.03 and 5.0 4 hereof and Section 7.01 of the Facility Lease. Moneys in the Redemption Fund shall be used by the Trustee for the purpose of paying the principal of and interest and premium, if any, on Series 2022B Bonds redeemed pursuant to the provisions of

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subsections (a) and (b) of Section 4.01 hereof and Additional Bonds redeemed pursuant to the corresponding provisions of the Supplemental Indenture pursuant to which such Additional Bonds are issued.
(iv) Reserve Fund. All amounts on deposit in the Debt Service Fund on June 2, to the extent not required to pay the principal of any Outstanding Bonds then having come due and payable, shall be transferred to the Reserve Fund, to the extent necessary to satisfy the Reserve Fund Requirement, to the extent such amounts are due and payable. (v) Capitalized Interest Fund. On the second Business Day immediately preceding each Interest Payment Date, the Trustee shall transfer from the Capitalized Interest Fund to the Interest Fund, the following amounts on the dates set forth below. All amounts remaining in the Capitalized Interest Fund following _________ 1, 20__ shall be transferred to the Interest Fund.

Date Amount

Section 5.03 Application of Net Insurance Proceeds . If the Site or any portion thereof shall be damaged or destroyed, subject to the further requirements of this Section, the City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unl ess the City elects not to repair or replace the Site or the affected portion thereof in accordance with the provisions hereof.

The Net Insurance Proceeds (other than Net Insurance Proceeds of rental interruption insurance), including the proceeds of any s elf-insurance, received on account of any damage or destruction of the Site or a portion thereof shall as soon as possible be deposited with the Trustee and be held by the Trustee in a special fund entitled the “Insurance and Condemnation Fund” and made available for and, to the extent necessary, shall be applied to the cost of repair or replacement of the Site or the affected portion thereof upon receipt of a Written Request of the City, together with invoices therefor. Each such Written Request of the Ci ty shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts.

Pending such application, such proceeds may be invested by the Trustee as directed by the City in Permitted Investments that mature not later than such times moneys are expected to be needed to pay such costs of repair or replacement.

Notwithstanding the foregoing, the City shall, within 60 days of the occurrence of the event of damage or destruction, notify t he Trustee in writing as to whether the City intends to replace or repair the Site or the portions of the Site which were damaged or destroyed. If the City does intend to replace or repair the Site or portions thereof, the City shall deposit with the Trustee the full amount of any insurance deductible to be credited to the special account.

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If the damage, destruction or loss was such that there resulted in a substantial interference with the City’s right to the use or occupancy o f the Site and an abatement of Rental Payments results from such damage or destruction pursuant to Section 3.06 of the Facility Lease, then the City shall be required either to (a) apply sufficient funds from the insurance proceeds and other legally available funds to the replacement or repair of the Site or the portions thereof which have been damaged to the condition which existed prior to such damage or destruction, or (b) apply sufficient funds from the insurance proceeds and other legally available funds to the redemption, as set forth in subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued, in full of all the Outstanding Bonds or all of those Outstanding Bonds which would have been payab le from that portion of the Lease Payments which are abated as a result of the damage or destruction. Funds to be applied to the redemption of Bonds in accordance with clause (b) above shall be deposited in the Redemption Fund. If the City is not require d to replace or repair the Site, or the affected portion thereof, as set forth in clause (a) above or to use such amounts to redeem Bonds as set forth in clause (b) above, then such proceeds shall, if there is first delivered to the Trustee a Written Certi ficate of the City to the effect that the annual fair rental value of the Site after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, is at least equal to 100% of the maximum amount of Lease Payments becoming due under the Facility Lease in the then current Rental Period or any subsequent Rental Period and the fair replacement value of the Site after such damage or destruction is at least equal to the principal amount of the Outstanding Bonds, be paid to the City to be used for any lawful purpose.

The proceeds of any award in eminent domain received in respect to the Site shall be deposited by the Trustee in the Redemption Fund and applied to the redemption of Bonds pursuant to subsection (a) o f Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued.

Section 5.04 Title Insurance . Proceeds of any policy of title insurance received by the Trustee in respect of the Site shall be applied and disbursed by the Trustee as follows:
(a) if the City determines that the title defect giving rise to such proceeds has not substantially interfered with its use and occupancy of the Site and will not result in an abatement of Rental Payments payable by the City under the Facility Lease, upon Written Request of the City, such proceeds shall be remitted to the City and used for any lawful purpose thereof; or (b) if the City determines that the title defect giving rise to such proceeds has substantially interfered with its use and occupancy of the Site and will result in an abatement of Rental Payments payable by the City under the Facility Lease, then, upon Written Request of the City, the Trustee shall immediately deposit such proceeds in the Redemption Fund and such proceeds shall be applied to the redemption of Bonds in the manner provided in subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued.

Section 5.05 Reserve Fund.
(a) The Authority hereby agrees to establish a separate fund titled the “Reserve Fund” and within the Reserve Fund, the “Series 2022B Bonds Account,” which shall be held and maintained by the Trustee. The Trustee shall deposit into the Reserve Fund or accounts therei n, any amounts transferred from the Revenue Fund pursuant to Section 5.02(b)(iv) above. The Trustee may

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establish additional accounts in the Reserve Fund in connection with the issuance of Additional Bonds, if any. All moneys in the Reserve Fund and acco unts therein shall be used and withdrawn by the Trustee solely for the purpose of funding the Interest Fund or the Principal Fund, in that order, in the event of any deficiency in either of such accounts on an Interest Payment Date.

Moneys, if any, on deposit in the Reserve Fund (or the applicable account therein) shall be withdrawn and applied by the Trustee for the final payment or payments of principal of and interest on the Series 2022B Bonds or any Additional Bonds secured by the applicable account therein, respectively. The Trustee shall compute the Reserve Requirement annually on or before November 1.

In no event shall amounts in the Series 2022B Bonds Account of the Reserve Fund be applied to payment of any Additional Bonds other than Series 2022B Bonds.

Except as provided above, the amount on deposit in each account of the Reserve Fund shall be maintained at the Reserve Fund Requirement for each applicable series of Bonds at all times prior to the payment of the applicable series of Bonds in full. If there shall then not be sufficient Revenues to transfer an amount sufficient to maintain the Reserve Fund Requirement on deposit in the Reserve Fund, the Authority shall be obligated to continue making transfers to the Trustee as Revenues become available until there is an amount sufficient to maintain the Reserve Fund Requirement on deposit in the Reserve Fund. No such transfer and deposit need be made to the Reserve Fund so long as there shall be on deposit therein a sum at least equal to the Reserve Fund Requirement. All money in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Fund and the Principal Fund, in the event of any deficiency at any time in any of such accounts or fo r the retirement of all the Bonds then Outstanding, except that so long as the City and Authority are not in default hereunder, any amount in the Reserve Fund or subaccount thereof in excess of the applicable Reserve Fund Requirement shall be withdrawn fro m the applicable Reserve Fund semiannually on or before two (2) Business Days preceding each May 1 and November 1 by the Trustee and deposited in the Interest Fund. On the Business Day preceding the final Interest Payment Date for a series of Bonds (or mu ltiple series of Bonds issued under a Supplemental Indenture), all amounts held in the applicable account of the Reserve Fund shall be withdrawn from the Reserve Fund, or such applicable account of the Reserve Fund and shall be transferred to the Interest Fund and the Principal Fund, in such order, to the extent required to make the deposits then required to be made pursuant to Sections 5.02(b)(i) and 5.02(b)(ii).

The City shall have the right at any time to direct the Trustee to release funds from the an account of the Reserve Fund, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve Fund Credit Instrument, and (ii) an opinion of Bond Counsel stating that neither the release of such funds nor the acceptance of such Qualified Reserve Fund Credit Instrument will cause interest on the Bonds the interest on which is excluded from gross income of the owners thereof for federal income tax purposes t o become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Trustee, and upon delivery by the City to the Trustee of written calculation of the amount permitted to be released from the applicable account o f the Reserve Fund (upon which calculation the Trustee may conclusively rely), the Trustee shall transfer such funds from applicable account of the Reserve Fund to the City to be applied in accordance with applicable law. The Trustee shall comply with the terms of any such Qualified Reserve Fund Credit Instrument delivered to and accepted by it, as may be applicable to it and as shall be required to receive payments thereunder in the event and to the extent required to make any payment when and as required under this section. Upon the expiration of any Qualified Reserve Fund Credit Instrument,

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the City shall either (i) replace such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or (ii) deposit or cause to be d eposited with the Trustee an amount of funds equal to the applicable Reserve Fund Requirement, to be derived from the first legally available Revenues. If the applicable Reserve Fund Requirement is being maintained partially in cash and partially with a Q ualified Reserve Fund Credit Instrument, the cash shall be first used to meet any deficiency which may exist from time to time in the Interest Fund or the Principal Fund for the purpose of making payments required pursuant to Sections 5.02( b)(i) or 5.02(b) (ii) of this Indenture. If the Reserve Fund Requirement is being maintained with two or more Qualified Reserve Fund Credit Instruments, any draw to meet a deficiency which may exist from time to time in the Interest Fund or the Principal Fund for the purpose of making payments required pursuant to Sections

5.02(b)(i) or 5.02(b)(ii) of this Indenture shall be pro-rata with respect to each such instrument.

The Reserve Fund shall be maintained in the form of one or more separate accounts which are established for the purpose of holding the proceeds of separate issues of any Parity Debt in conformity with applicable provisions of the Code to the extent directed by the City in writing to the Trustee. Separate series of Additional Bonds may be secured by common accounts of the Reserve Fund as provided in one or more Supplemental Indentures from time to time.

Section 5.06 Reserved.

Section 5.07 Investment of Moneys. Except as otherwise provided herein, all moneys in any of the funds or accounts established pursuant to this Indenture and h eld by the Trustee shall be invested by the Trustee solely in Permitted Investments, as directed in writing by the Authority filed with the Trustee at least two Business Days in advance of the making of such investments . Moneys in all funds and accounts held by the Trustee shall be invested in Permitted Investments maturing not later than the date on which it is estimated that such moneys will be required for the purposes specified in this Indenture; provided, however, that such Permitted Investments may b e redeemed at par so as to be available on each Interest Payment Date. Absent timely written direction from the Authority, the Trustee shall hold any funds held by it uninvested. The Trustee may conclusively rely upon the Authority’s written instructions as to both the suitability and legality of the directed investments and such written direction shall be deemed to be a certification that such directed investments constitute Permitted Investments.

Subject to the provisions of Section 5.06 hereof, all int erest, profits and other income received from the investment of moneys in any fund or account established pursuant to this Indenture shall be retained therein.

Permitted Investments acquired as an investment of moneys in any fund established under this Indenture shall be credited to such fund. For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued by the Trustee at the cost thereof.

The Trustee may act as principal or agent in the making or di sposing of any investment.

Upon the Written Request of the Authority, the Trustee shall sell or present for redemption any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdraw al or disbursement from the fund to which such Permitted Investments is credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any of the funds and accounts established hereunder.

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The Trustee may make any investments hereunder through the bond or investment department or trust investment department of the entity acting as Trustee hereunder, or those of such entity’s parent or any affiliate, and such entity, or its parent or affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.

The entity acting as Trustee hereunder, or any of its affiliates, may a ct as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder and such entity, or its affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.

The Authority and the City acknowledge that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority and the City the right to receive brokerage confirmations of security transactions as they occur, at no addit ional cost, the Authority and the City specifically waive receipt of such confirmations to the extent permitted by law.

ARTICLE VI

COVENANTS
Section 6.01 Compliance with Agreements. The Trustee will not authenticate or deliver any Bonds in any manner other than in accordance with the provisions hereof, and the Authority and the City will not suffer or permit any default by them to occur hereunder, but will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms hereof required to be complied with, kept, observed and performed by them.

Section 6.02 Compliance with Site Lease, and Facility Lease and Sublease . The Authority and the City will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms cont ained in the Site Lease and the Facility Lease required to be complied with, kept, observed and performed by them and, together with the Trustee, will enforce the Site Lease and the Facility Lease against the other party thereto in accordance with their re spective terms. The City will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Sublease required to be complied with, kept, observed and performed by the City and will enforce all mater ial provisions of the Sublease against Topgolf in accordance with the terms of the Sublease. So long as Topgolf is in compliance with its obligations to pay Improvement Rent under the Sublease, the City will not terminate the Sublease prior to the end of the Initial Fixed term (as such term is defined in the Sublease). So long as the Bonds are Outstanding, the City shall not agree to any amendment of the Sublease that would have a material adverse effect on the Revenues available to pay the Bonds.

Section 6.03 Observance of Laws and Regulations . The Authority, the City and the Trustee will faithfully comply with, keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of th e United States of America or of the State of California, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by them, including their right to exist and carry on their respective businesses, to the end that such franchises, rights and privileges shall be maintained and preserved and shall not become abandoned, forfeited or in any manner impaired.

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Section 6.04 Other Liens . The Cit y will keep the Site and all parts thereof free from judgments and materialmen’s and mechanics’ liens and free from all claims, demands, encumbrances and other liens of whatever nature or character, and free from any claim or liability which materially impairs the City in conducting its business or utilizing the Site, and the Trustee at its option (after first giving the City ten days’ written notice to comply therewith and failure of the City to so comply within such ten-day period) may, but is in no event obligated to, defend against any and all actions or proceedings, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the City from liability for or on account of any of its agreements and covenants contained herein, or from its liability hereunder and to perform suc h agreements and covenants.

So long as any Bonds are Outstanding, none of the Trustee, the Authority or the City shall create or suffer to be created any pledge of or lien the amounts on deposit in any of the funds or accounts created hereunder, other than the pledge and lien hereof.

The City’s enforcement of the provisions of the Sublease regarding liens, encumbrances, and judgments against Top golf shall satisfy the City’s and Authority’s obligations under the foregoing provisions of this Section.

The Authority, the City and the Trustee shall not encumber the Site other than in accordance with the Site Lease, the Facility Lease, the Sublease, the Indenture and the Assignment Agreement.

Section 6.05 Prosecution and Defense of Suits . The City will promptly, upon request of the Trustee (which request the Trustee is not required to make), take such action from time to time as may be necessary or proper to remedy or cure any cloud upon or defect in the title to the Site or any part thereof, whether now existing or hereafter developing, will prosecute all actions, suits or other proceedings as may be appropriate for such purpose and will indemnify and save the Trustee harmless from all cost, damage, expense or loss, including attorneys’ fees and expenses, which it or the Owners may incur by reason of any such cloud, defect, action, suit or other proceeding.

Section 6.06 Accounting Records and Statements . The Trustee will keep proper accounting records in which complete and correct entries shall be made of all transactions relating to the receipt, deposit and disbursement of the Lease Payments, and such accounting records shall be available for inspection by the Authority and the City at reasonable hours and under reasonable conditions.

Section 6.07 Recordation and Filing. The City will record, or cause to be recorded, with the appropriate county recorder, the Facility Lease, the Site Lease, the Sublease and the Assignment Agreement, or memoranda thereof.

Section 6.08 Reserved.

Section 6.09 Continuing Disclosure. The City will comply with and carry out all of the provisions of t he Continuing Disclosure Certificate . Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Certificate shall not constitute an event of default hereunder; provided, however, that the Trustee m ay (and, at the written direction of any Participating Underwriter or the holders of at least 25% of the aggregate principal

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amount of Outstanding Bonds, and upon being indemnified to its reasonable satisfaction therefor, shall) or any Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Section 6.10 Further Assurances. Whenever and so often as requested to do so by the Trustee, the Authority and the City will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments and promptly do or cause to be done all such other and further things as may be necessary or reasonably require d in order to further and more fully vest in the Trustee all advantages, benefits, interests, powers, privileges and rights conferred or intended to be conferred upon it hereby or by the Assignment Agreement, the Site Lease or the Facility Lease.

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default . If an event of default (within the meaning of Article VI of the Facility Lease) shall happen, then such event of default shall constitute an event of default hereunder. The Trustee shall give notice, as as signee of the Authority, of an event of default under the Facility Lease to the City. In each and every case during the continuance of an event of default, the Trustee may and, at the direction of the Owners of not less than a majority of the aggregate principal amount of Bonds then Outstanding, and upon being indemnified to its reasonable satisfaction therefor, shall, upon notice in writing to the City and the Authority, exercise any of the remedies granted to the Authority under the Facility Lease and, in addition, take whatever action at law or in equity may appear necessary or desirable to enforce its rights as assignee pursuant to the Assignment Agreement or to protect and enforce any of the rights vested in the Trustee or the Owners by this Indenture or by the Bonds, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement or for the enforcement of any other legal or equitable right, including any one or more of the remedies set forth i n Section 7.02 hereof.

Section 7.02 Other Remedies of the Trustee . Subject to the provisions of Section 7.01 hereof, the Trustee shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Authority or the City or any member, director, officer or employee thereof, and to compel the Authority or the City or any such member, director, officer or employee to perform or carry out its or his or her duties under law and the agreements and covenants required to be performed by it or him or her contained herein;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or
(c) by suit in equity upon the happening of any event of default hereunder to require the Authority and the City to account as the trustee of an express trust.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment or composition

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affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

Notwithstanding any provision of this Indenture to the contra ry, no event of default hereunder or under the Lease by the Authority or the City shall result in the acceleration of debt service on the Bonds hereunder.

Section 7.03 Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee shall not affect an y subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of du ty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this Article may be enforced and exercised from time to time and as often the Trustee shall deem expedient.

If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee or any Owner, then subject to any adv erse determination, the Trustee, such Owner, the Authority and the City shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.

Section 7.04 Remedies Not Exclusive . Subject to the provisions of Section 7.01 hereof, no remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.05 No Liability by the Authority to the Owners. Except as expressly provided herein, the Authority shall not have any obligation or liability to the Owners with respect to the payment when due of the Lease Payments by the City, or with respect to the performance by the City of the other agreements and covenants required to be performed by it contained in the Facility Lease or herein, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.

Section 7.06 No Liability by the City to the Owners . Except for the payment when due of the Lease Payments and the performance of the other agreements and covenants required to be performed by it contained in the Facility Lease, the Site Lease or herein, the City shall not have any obligation or liability to the Owners with respect to the Trust Indenture or the preparation, execution , delivery or transfer of the Bonds or the disbursement of the Lease Payments by the Trustee to the Owners, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.

Section 7.07 No Liability of the Trustee to the Owners . Except as expressly provided herein, the Trustee shall not have any obligation or liability to the Owners with respect to the payment when due of the Lease Payments by the City, or with respect to the performance by the Authority or the City of the other agreements and covenants required to be performed by them contained in the Facility Lease, the Site Lease, the Sublease or herein.

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Section 7.08 Application of Amounts After Default . All payments received by the Trustee with respect to the rental of the Site after a default by the City pursuant to Article VI of the Facility Lease (including, without limitation, any proceeds received in connection with the sale, assignment or sublease of the Authority’s right, title and interest in the Site Lease), and all damages or other payments received by the Trustee for the enforcement of any rights and powers of the Trustee under Article VI of the Facility Lease, shall be deposited into the Debt Service Fund and as soon as practicable thereafter applied, toge ther with all other funds held hereunder (except funds in the Rebate Fund):
(a) to the payment of all amounts due the Trustee under Article VIII hereof; (b) to the payment of all amounts then due for interest on the Bonds, in respect of which, or for the benefit o f which, money has been collected (other than Bonds which have become payable-prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of interest on such Bonds due and payable; and
(c) to the payment of all amounts then due for principal of the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable prior to such event of default an d money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of principal of such Bonds due and payable.

Section 7.09 Trustee May Enforce Claims Without Possession of Bonds . All rights of action and claims under this Indenture or the Bonds may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable bene fit of the Owners in respect of which such judgment has been recovered.

Section 7.10 Limitation on Suits. No Owner of any Bond shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or Trustee, or for any other remedy hereunder, unless (a) such Owner shall have previously given written notice to the Trustee of a continuing event of default, (b) the Owners of not less than 25% of the aggregate principal amount of Bonds then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such event of default in its own name as Trustee hereunder, (c) such Owner or Owners shall have afforded to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such proceedings, and (e) no direction inconsistent with such written request shall have been given to the Trustee during such 60 day period by the Owners of a majority of the aggregate principal amount of Bonds then Outstanding; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Owner, or to obtain or seek to obtain priority or preference over any other Owner or to enfo rce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners.

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ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee . The Authority hereby appoints and employs the Trustee to receive, deposit and disbur se the Lease Payments, to authenticate, deliver and transfer the Bonds and to perform the other functions contained herein, all in the manner provided herein and subject to the conditions and terms hereof. By executing and delivering this Indenture, the T rustee accepts the appointment and employment hereinabove referred to and accepts the rights and obligations of the Trustee provided herein, subject to the conditions and terms hereof. Other than when an event of default has occurred and is continuing, th e Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an event of default has occurred and i s continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

Section 8.02 Duties, Removal and Resignation of the Trustee . The Authority may, by an instrument in writing, remove the Trustee initially a party hereto and any successor thereto unless an event of default shall have occurred and then be continuing, and shall re move the Trustee initially a party hereto and any successor thereto if at any time (a) requested to do so by an instrument or concurrent instruments in writing signed by the Owners of a majority of the aggregate principal amount of Bonds at the time Outsta nding (or their attorneys duly authorized in writing), or (b) the Trustee shall cease to be eligible in accordance with the following sentence, and shall appoint a successor Trustee. The Trustee and any successor Trustee shall be (A) a national banking association that is supervised by the Office of the Comptroller of the Currency and has at least $250 million of assets, or (B) a state-chartered commercial bank that is a member of the Federal Reserve System and has at least $1 billion of assets. If such n ational banking association or state -chartered commercial bank publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such national banking association or state -chartered commercial bank shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Trustee may at any time resign and be discharged from its duties and obligations hereunder at any time by giving written notice of such resignation to the Authority and the City and by giving notice, by first class mail, postage prepaid, of such resignation to the Owners at their addresses appearing on the Registration Books. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event the Authority does not appoint a successor Trus tee within 30 days following receipt of such notice of resignation, the resigning Trustee may, at the expense of the Authority, petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee.

Notwithstanding the foregoing, no removal, resignation or termination of the Trustee shall take effect until a successor, meeting the re quirements above or acceptable to the Insurer, shall be qualified and appointed.

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Any corporation, association or agency into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corpora te trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, provided that such entity meets the combined capital and surplus requirements of this Section, ipso facto, shall be and become successor trustee under this Indenture and vested with all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 8.03 Compensation of the Trustee . The City shall from time to time, subject to any written agreement then in effect with the Trustee, pay the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all its reasonable advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component of the Trustee’s stated annual fees) hereunder, including but not limited to advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly emp loyed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and performance of its rights and obligations hereunder. The Trustee may take whatever legal actions are lawfully available to it directly ag ainst the Authority or the City.

The City shall, to the extent permitted by law, indemnify and save the Trustee harmless against any liabilities, costs, claims or expenses, including those of its attorneys, which it may incur in the exercise and performanc e of its powers and duties hereunder, under the Facility Lease, or in connection with any document or transaction contemplated hereunder or thereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negl igence or its misconduct. The duty of the City to compensate and indemnify the Trustee shall survive the termination and discharge of this Indenture and the earlier removal or resignation of the Trustee.

No provision of this Indenture shall require the Tr ustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder.

Upon an event of default, and only upon an event of default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Bond, upon the trust estate for the foregoing fees, charges and expenses incurred by it. When the Trustee incurs ex penses or renders services after the occurrence of an event of default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

Section 8.04 Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent, notice, request, requisition, resolution , statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be u nder no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall be under no obligation to exercise any of the rights or powers

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vested in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to this Indenture, unless such Owners shall have offered to the Trustee security or indemnity , reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority or the C ity, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith.

The Trustee shall not be responsible for the sufficiency of the Bonds or the Facility Lease, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Site.

Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be he rein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the City or a Written Certificate of the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it deems reasonable.

The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a party hereto, The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the Authority or the City as freely as if it were not the Trustee hereunder.

The Trustee may, to the exte nt reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such agent, attorney or receiver selected by it with reasonable care; provided, however, that in the event of any negligence or misconduc t of any such attorney, agent or receiver, the Trustee shall in a commercially reasonable manner pursue all remedies of the Trustee against such agent, attorney or receiver. The Trustee shall not be liable for any error of judgment made by it in good fait h unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

The Trustee shall not be answerable for the exercise of any trusts or powers hereunder or for anything whatsoever in connection with the funds established hereu nder, except only for its own willful misconduct, negligence or breach of an obligation hereunder.

The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof.

The Trustee may, on behalf of the Owners, in tervene in any judicial proceeding to which the Authority or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Bonds or the security therefor, and shall do so if requested in writing by the Owners of at least 5% of

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the aggregate principal amount of Bonds then Outstanding, provided the Trustee shall have no duty to take such action unless it has been indemnified to its reasonable satisfaction against all risk or liability arising from such action.

The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds.

All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee.

The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other t han its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuan ce of these Bonds. The Trustee shall not be accountable for the use or application by the City or the Authority of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisio ns of this Indenture or for the use and application of money received by any paying agent.

In acting or omitting to act pursuant to the Facility Lease or Site Lease, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Indenture and the Facility Lease, including, but not limited to, this Article VIII.

The Trustee shall have the right to accept and act upon instructi ons, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e -mail, facsimile transmission, secure electronic transmi ssion containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority and City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate s hall be amended by the Authority and City whenever a person is to be adde d or deleted from the listing. If the Authority and City elect to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instruction s shall be deemed controlling. The Authority and City understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusi vely presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been s ent by such Authorized Officer. The Authority and City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conf lict or are inconsistent with a subsequent written instruction.

The Authority and City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee ac ting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully

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informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be m ore secure methods of transmitting Instructions than the method(s) selected by the Authority and City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable de gree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

The Trustee shall not be liable to the parties hereto or deeme d in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising d ue care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted.
(a) This Indenture and the rights and obligations of the Authority, the City, the Owners of the Bonds and the Trustee may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into with the written consent of the Owners of a majority in aggregate principal amount of Bonds then Outstanding, which shall have been filed with the Trustee. No such modification or amendment shall (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the Owner of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or (iii) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Owners of the Bonds of the lien created by this Indenture on such Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary for the consent of the Bond Owners to approve the particul ar form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof.
(b) This Indenture and the rights and obligations of the Authority, the City, the Trustee, and the Owners of the Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into without the consent of any Bond Owners for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Authority or the City in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority or the City; (ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Indenture;

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(iii) to grant or confer upon the Owners of the Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Owners of the Bonds; and
(iv) to add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Indenture other conditions, limitations and restrictions thereafter to be observed.
(v) to provide for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of Article III hereof; (vi) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute here after in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(vii) to modify, amend or supplement this Indenture in such manner as to cause interest on the Bonds to be excludable from gross i ncome for purposes of federal income taxation by the United States of America; and
(viii) in any other respect whatsoever as the Authority and the City may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond Owners hereunder. (c) Promptly after the execution by the Authority, the City and the Trustee of any Supplemental Indenture, the Trustee shall mail a notice (the form of which shall be furnished to the Trustee by the Authority), b y first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to the Owners of the Bonds at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein , shall not, however, in any way impair or affect the validity of any such Supplemental Indenture. (d) No Supplemental Indenture shall modify any of the rights or obligations of the Trustee without its prior written consent.

Section 9.02 Effect of Supplemental Indenture . Upon the execution of any Supplemental Indenture pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the City, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. The City shall notify the rating agencies in accordance with Section 11.1 3 hereof upon the execution of any Supplemental Indenture.

Section 9.03 Endorsement of Bonds; Preparation of N ew Bonds. Bonds delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority as to any modification or ame ndment provided for in such Supplemental Indenture, and, in that case,

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upon demand of the Owner of any Bonds Outstanding at the time of such execution and presentation of his Bonds for the purpose at the Office of the Trustee a suitable notation shall be m ade on such Bonds. If the Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Autho rity and authenticated by the Trustee, and upon demand of the Owners of any Bonds then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Bond Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, i n equal aggregate principal amount of the same interest rate and maturity.

Section 9.04 Amendment of Particular Bonds . The provisions of this Article shall not prevent any Bond Owner from accepting any amendment as to the particular Bonds held by such Owner.

Section 9.05 Execution of Supplemental Indentures . In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be provided, and shall be fully protected in relying upon, an Opinion of C ounsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with the terms hereof. The Trustee may, but shall not be obligated to, enter into a ny such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture . If the Authority shall pay or cause to be paid or there shall otherwise be paid to the Owne rs of all Outstanding Bonds the principal thereof and the interest and premium, if any, thereon at the times and in the manner stipulated herein and therein, then the Owners of such Bonds shall cease to be entitled to the pledge of the Lease Payments and the other assets as provided herein, and all agreements, covenants and other obligations of the Authority and the City to the Owners of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, th e Trustee shall execute and deliver to the Authority and the City all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the City all money or securities held by it pu rsuant hereto which are not required for the payment of the principal of and interest and premium, if any, on such Bonds.

Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid and if, at the time of such payment, the Authority and the City shall have kept, performed and observed all of the covenants and promises in such Bonds and in this Indenture required or contemplated to be kept, performed and observed by them on or prior to that time, then this Indenture shall be considered to have been discharged in respect of such Bonds and such Bonds shall cease to be entitled to the lien of this Indenture and such lien and all covenants, agreements and other obligations of the Authority and the City hereunder shall cease, termi nate become void and be completely discharged as to such Bonds.

Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the maturity of the

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Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non - presentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owners of the Bonds and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of and interest and premium, if any, on the Bonds, to pay to the Owners of Bonds the funds so held by the Trustee as and when such payment becomes due. Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the compensation and indemnity of the Trustee shall remain in effect and shall be binding upon the Trustee, the City and the Authority.

Section 10.02 Bonds Deemed To Have Been Paid . If moneys shall ha ve been set aside and held by the Trustee for the payment or redemption of any Bonds and the interest thereon at the maturity or redemption date thereof, such Bonds shall be deemed to have been paid within the meaning and with the effect provided in Sectio n 10.01 hereof. Any Outstanding Bonds shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in Section 10.01 hereof if (a) in case any of such Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to give, on a date in accordance with the provisions of Section 4.02 hereof, notice of redemption of such Bonds on sa id redemption date, said notice to be given in accordance with Section 4.02 hereof, (b) there shall have been deposited with the Trustee either (i) money in an amount which shall be sufficient, or (ii) Federal Securities that are not subject to redemption other than at the option of the holder thereof, the interest on and principal of which when paid will provide money which, together with the money, if any deposited with the Trustee at the same time, shall, as verified by an independent certified public ac countant in a report (the “Verification Report”) filed with the Authority, the City and the Trustee, be sufficient to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, an d the principal of and premium, if any, on such Bonds, (c) the Authority shall have delivered or cause to be delivered an (i) escrow agreement; and (ii) an opinion of Bond Counsel addressed to the Authority, the City, the Trustee regarding the validity and enforceability of the escrow agreement and to the effect that such Bonds have been discharged in accordance with the Indenture (which opinion may rely upon and assume the accuracy of the independent certified public accountant report referred to above) and (d) in the event such Bonds are not by their terms subject to redemption within the next succeeding 60 days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as pract icable, a notice to the owners of such Bonds that the deposit required by clause (b) above has been made with the Trustee and that such Bonds, are deemed to have been paid in accordance with this Section and stating the maturity date or redemption date upo n which money is to be available for the payment of the principal of and premium, if any, on such Bonds.

The Series 2022B Bonds shall be deemed Outstanding under this Indenture unless and until they are in fact paid and retired or the above criteria are met.

Section 10.03 Payment of Bonds After Discharge of Indenture . Notwithstanding any provisions of this Indenture, to the extent permitted by law, any moneys held by the Trustee in trust for the payment of the principal of, or premium or interest on, any Bonds and remai ning unclaimed for two years after the date of deposit of such moneys, shall be repaid to the Authority (without liability for interest) free from the trusts created by this Indenture, and all liability of the Trustee with respect to such moneys shall ther eupon cease; provided, however, that before the repayment of such

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moneys to the Authority as aforesaid, the Trustee may (at the cost of the Authority) first mail, by first class mail postage prepaid, to the Owners of Bonds which have not yet been paid, at the respective addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof.

ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties . Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City, the Trustee and the Owners any cl aim, remedy or right under or pursuant hereto, and any agreement, condition, covenant or term required herein to be observed or performed by or on behalf of the Authority or the City shall be for the sole and exclusive benefit of the Trustee and the Owners.

Section 11.02 Successor Deemed Included in all References to Predecessor . Whenever the Authority, the City or the Trustee, or any officer thereof, is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functi ons that are presently vested in the Authority, the City or the Trustee, or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the Authority, the City or the Trustee, or any offi cer thereof, shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

Section 11.03 Execution of Documents by Owners . Any declaration, request or other instrument which is permitted or required herein to be executed by Owner s may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient.

The ownership of any Bonds and the amount, payment date, number and date of owning the same may be proved by the Registration Books.

Any declaration, request or other instrument in writing of the Owner of any Bond shall bind all future Owners of such Bond with respect to anything done or suffered to be done by the Authority, the City or the Trustee in good faith and in accordance therewith.

Section 11.04 Waiver of Personal Liability. Notwithstanding anything contained herein to the contrary, no membe r, officer or employee of the Authority or the City shall be individually or personally liable for the payment of any moneys, including without limitation, the principal of or interest on the Bonds, but nothing contained herein shall relieve any member, of ficer or employee of the City or the Authority from the performance of any official duty provided by any applicable provisions of law, by the Facility Lease or hereby.

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Section 11.05 Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee may, in lieu of such cancellation and delivery, destroy such Bonds.

Section 11.06 Funds and Accounts . Any fund or account required to be established and maintained herein by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund, but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the Owners.

The Trustee may commingle any of the moneys held by it hereunder for investment purposes only; provided, however, that the Trustee shall account separately for the moneys in each fund or account established pursuant to this Indenture. The Trustee may establish such funds and accounts as it deems necessary or appropriate to perform its obligations hereunder.

Section 11.07 Article and Section Headings Gender and References . The singular form of any word used herein, including the terms defined in Section 1.01 hereof, shall include the plural, and vice versa, unless the context otherwise requires. The use herein of a pronoun of any gender shall include correlative words of the other gender. The headings or titles of the several Articles and Sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to “Articles,” “Sections,” subsections or clauses are to the corresponding Articles, Sections, subsections or clauses hereof, and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, subsection or clause thereof.

Section 11.08 Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the Authority, the City or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void to the extent contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the v alidity hereof or of the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law.

The Authority, the City and the Trustee hereby declare that they would have executed this Indentu re, and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraph s, subsections, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 11.09 Disqualified Bonds . In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are actually known by the Trustee to be owned or held by or for the account of the Authority or the City, or by any Person directl y or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; except that, in determining whether the Trustee shall be protected in relying upon any such demand, request,

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direction, consent or waiver of an Owner, only Bonds which the Trustee actually knows to be owned or held by or for the account of the Authority or the City, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded unless all Bonds are so owned or held, in which case such Bonds shall be considered Outstanding for the purpose of such determination. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel sh all be full protection to the Trustee. Upon request of the Trustee, the Authority and the City shall specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate.

Section 11.10 Money Held for Particular Bonds . The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such dat e and pending such payment, be set aside on its books and held in trust by it for the Owners of the Bonds entitled thereto, subject, however, to the provisions of Section 10.03 hereof but without any liability for interest thereon.

Section 11.11 Payment on Non-Business Days. In the event any payment is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day with the same effect as if made on such non-Business Day.

Section 11.12 California Law . This Indenture shall be construed and governed in accordance with the laws of the State of California.

Section 11.13 Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as suc h party may provide to the other parties in writing from time to time, namely:

If to the City: City of Montebello
1600 W. Beverly Boulevard
Montebello, California 90640
Attention: City Manager
If to the Authority: Montebello Public Financing Authority c/o City of Montebello
1600 W. Beverly Boulevard
Montebello, California 90640
Attention: Executive Director
If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 333 South Hope Street, Suite 2525
Los Angeles, CA 90071
Attention: Corporate Trust Department
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is

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addressed (a) if personally serv ed or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender’s receipt of an appropriate answer back or other written acknowledgment, (c) if given by registered or certified mail, retur n receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight cour ier, or (d) if given by any other means, upon delivery at the address specified in this Section.

Section 11.14 [Notice to Rating Agencies. The Trustee shall provide S&P, if the Bonds are then rated by S&P, and Moody’s, if the Bonds are then rated by Moody’s, with promp t notice of any substitution or release of property of which a responsible officer of the Trustee receives actual notice pursuant to the Facility Lease.]
Section 11.15 Execution in Counterparts . This Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF , the Authority and the City have caused this Indenture to be signed in their respective names by their representative thereunto duly authorized, and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.

MONTEBELLO PUBLIC

FINANCING AUTHORITY
By:

Executive Director
ATTEST:

Secretary

CITY OF MONTEBELLO
By:

City Manager
ATTEST:

City Clerk
U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Trustee
By:

Authorized Officer

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EXHIBIT A
FORM OF SERIES 2022B BOND
No. ____ $___________

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITORY TRUST COMPANY TO THE TRUSTEE FOR REGISTRATION OF

TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAM E AS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE

HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

MONTEBELLO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022B
(TOPGOLF PROJECT)
(FEDERALLY TAXABLE)

INTEREST RATE MATURITY DATE DATED DATE CUSIP
______% November 1, 20__ _________, 2022 ________

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: _________________________ DOLLARS
The Montebello Public Financing Authority (the “Authority”), for value received, hereby promises to pay, solely from the Lease Payments (as hereinafter defined) and amounts in certain funds and accounts held under the Indenture (as hereinafter defined), to the Registered Owner identified above or registered assigns (the “Registered Owner”); on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified a bove in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like lawful money from the date hereof payable semiannually on May 1 and November 1 in each year, commencing May 1, 2023 (the “Interest Payment Dates”), until payment of such Principal Amount in full. This Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Dat e and after the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to April 15, 2023, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, interest on this Bond sha ll be payable from the date to which interest hereon has been paid in full, payable on each Interest Payment Date). The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier redemption at the Office of the Trustee (as hereinaft er defined). Interest hereon is payable by wire or check of The Bank of New York Mellon Trust Company, N.A., a national banking

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association duly organized and existing under and by virtue of the laws of the United States , as Trustee (the “Trustee”), mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner shown on the Registration Books at the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date; or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2022B Bonds (as defined below) who have provided account information and wiring instructions satisfactory to the Trustee. “Office of the Trustee ” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City of Montebello (the “City”) by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.

This Bond is one of a series of a duly authorized issue of bonds issued for the purpose of financing the acquisition, construction and/or installation of the Project (as defined in the Indenture) , and is one of the series of bonds design ated “Montebello Public Financing Authority Lease Revenue Bonds, Series 2022B (Top golf Project)(Federally Taxable) ” (the “Series 2022B Bonds”) in the aggregate principal amount of $___________. The Series 2022B Bonds are issued pursuant to the Indenture, dated as of __________ 1, 2022 (the “Indenture”), by and among the Authority, the City and the Trustee. This reference incorporates the Indenture herein and by acceptance hereof the owner of this Bond assents to said terms and conditions of the Indenture. Pursuant to and as more particularly provided in the Indenture, additional bonds (“Additional Bonds”), may be issued by the Authority secured by a lien on the Lease Payments and certain funds and accounts described below on a parity with the lien securin g the Series 2022B Bonds. The Series 2022B Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is entered into, and this Bond is issued under, the Marks -Roos Local Bond Pooling Act of 1985 (the “Act”) and the laws of the State of California.

Pursuant to the Indenture, the principal of and interest on the Bonds are payable solely from certain lease payments (the “Lease Payments”) under and pursuant to that certain Facility Lease, dated as of __________ 1, 2022 (the “Facility Lease”), by and between the City, as lessee, and the Authority, as lessor, all of which rights to receive such Lease Payments have been assigned without recourse by the Authority to the Trustee. Subject only to the provisions of the Indenture pe rmitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Lease Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Debt Service Fund, the Interest Fund, the Capital ized Interest Fund, the Principal Fund and the Redemption Fund established under the Indenture are pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act. Said pledge constitutes a first lien on such assets.

The Series 2022B Bonds are authorized to be issued in the form of fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”).

The Series 2022B Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of any: (i) Net Insurance Proceeds received with respect to all or a portion of the property leased under t he Facility Lease, to the extent such moneys are not used by the City for repair or replacement purposes as permitted by the Indenture, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof and (ii) eminent

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domain proceeds received under the Facility Lease, that have been deposited by the Trustee in the Redemption Fund established under the Indenture, at a Redemption Price equal to the principal amount of the Series 2022B Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

The Series 2022B Bonds maturing on or after November 1, 20__, shall be subject to optional redemption, in whole or in part, on any date on or after November 1 20__ , in Authorized Denominations, from and t o the extent of prepaid Lease Payments paid pursuant to the Lease, at a Redemption Price equal to the principal amount of the Series 2022B Bonds to be redeemed, plus accrued interest thereon to the date of redemption.

The Series 2022B Bonds with stated mat urities on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interes t to the date fixed for redemption, without premium, in accordance with the following schedule:

Redemption Date
(November 1)
Principal
Amount

* Final Maturity.

The Series 2022B Bonds with stated maturities on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for red emption, without premium, in accordance with the following schedule:

Redemption Date
(November 1)
Principal
Amount

* Final Maturity.

Notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Bonds designated f or redemption at their addresses appearing on the Registration Books , (ii) as to Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their

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addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above a nd the Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method agreed upon by such entities and the Trustee.

Neither failure to receive any such notice so given, nor any defect therein, shall affect t he validity of the proceedings for the redemption of such Series 2022B Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. The Redemption Price of the Series 2022B Bonds to be redeemed shall be paid only upon presentation and surrender thereof at the Office of the Trustee. From and after the date fixed for redemption of any Series 2022B Bonds, interest on such Series 2022B Bonds will cease to accrue and become payable.

Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Series 2022B Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount and maturity of fully registered Series 2022B Bonds of other authorized denominations.

This Bond is transferable by the Registered Owner hereof, in person or by his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Series 2022B Bond or Series 2022B Bonds, in Authorized Denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Authority, the City and the T rustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority, the City and the Trustee shall not be affected by any notice to the contrary.

The Indenture and the rights and obligations of the Authority, the City, the owners of the Bonds and the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the fixe d maturity of any Bonds, or reduce the principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the owner of each Bond so affected, or, (b) reduce the aforesaid percentage of Bonds the consent of the Owners o f which is required to effect any such modification or amendment, or (c) permit the creation of any lien on the Lease Payments and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture or deprive the owners of the Bonds of the lien created by the Indenture on such the Lease Payments and such other assets (except as expressly provided in the Indenture), without the consent of the Owners of all Bonds then outstanding.

The Indenture contains provisions permitti ng the Authority to make provision for the payment of interest on, and the principal and premium, if any, of any of the Bond so that such Bonds shall no longer be deemed to be outstanding under the terms of the Indenture.

All obligations of the Authority u nder the Indenture shall be special obligations of the Authority, payable solely from Rental Payments and the other assets pledged therefor under the Indenture; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Lease Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision th ereof, is pledged to the payment of the Bonds.

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IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and on its behalf by the facsimile signatures of its Executive Director and Secretary, all as of the Dated Date identified above.

MONTEBELLO PUBLIC

FINANCING AUTHORITY
By:

Executive Director
Attest:

Secretary

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2022B Bonds described in the within -mentioned Indenture and registered on the Registration Books.

Date: __________ __, 2022 THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
By:

Authorized Signatory

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[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office.

Secretary of the Montebello Public Financing
Authority

[FORM OF ASSIGNMENT]
For value, received the undersigned hereby sells, assigns and transfers unto ____________________________________________ whose address and social security or other tax identifying number is ______________________, the within -mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ____________________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated: ____________________
Signature Guaranteed:

Note: Signature(s) must be guaranteed by an eligible
guarantor.

Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of the within pond in every particular without alteration or
enlargement or any change whatsoever.

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EXHIBIT B

FORM OF PROJECT FUND REQUISITION
REQUISITION NO. _____ FOR

DISBURSEMENT FROM PROJECT FUND
The undersigned hereby states and certifies:
(i) that he/she is the duly a ppointed, qualified and acting _________ of the City of Montebello, a city duly organized and existing under the laws of the State of California (the “City”), and as such, is familiar with the facts herein certified and is authorized to certify the same; (ii) that, pursuant to Section 3.04 of the Indenture, dated as of __________ 1, 2022 (the “Indenture”), by and among the Montebello Public Financing Authority (the “Authority”), the City and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States, as trustee (the “Trustee”), related to the Authority’s Lease Revenue Bonds, Series 2022B (Topgolf Project)(Federally Taxable), the undersigned hereby requ ests the Trustee to disburse this date the following amounts from the Project Fund established under the Indenture, to the payees designated on the attached Exhibit 1; (iii) that each obligation mentioned herein has been incurred by the City and is a prope r charge against the Project Fund; and
(iv) that there has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the payees named on the attached Exhibit 1, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law.

All capitalized terms used herein and n ot defined herein shall have the meanings ascribed thereto in the Indenture.

Dated: ______________ CITY OF MONTEBELLO
By:

Its:

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EXHIBIT 1

PROJECT FUND DISBURSEMENTS
Item
Number Payee Name and Address
Purpose of
Obligation Amount

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EXHIBIT C

DESCRIPTION OF PROJECT
[Description of Topgolf Project to come.]

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Stradling Yocca Carlson & Rauth
Draft of 9/21/22

4879-9573-9699v5/200907-0001

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

STRADLING YOCCA CARLSON & RAUTH
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Brian Forbath, Esq.

NO FEE FOR RECORDING PURSUANT TO
GOVERNMENT CODE SECTION 27383

[Space above for Recorder’s use.]

THIS DOCUMENT IS RECORDED FOR THE

BENEFIT OF THE CITY OF MONTEBELLO, AND

THE RECORDING IS FEE -EXEMPT UNDER
SECTION 27383 OF THE GOVERNMENT CODE.

SITE LEASE

by and between
CITY OF MONTEBELLO, as Lessor
and

MONTEBELLO PUBLIC FINANCING AUTHORITY,
as Lessee
Dated as of ________ 1, 2022
Relating to

MONTEBELLO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022B
(TOPGOLF PROJECT)
(FEDERALLY TAXABLE)

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SITE LEASE
THIS SITE LEASE (the “Site Lease”) is made and entered into as of ________ 1, 2022, by and between the CITY OF MONTEBELLO, a California municipal corporation (the “City”), as lessor, and the Montebello Public Financing Authority, a California joint exercise of powers authority (the “Authority”) established and existing pursuant to that certain Joint Exercise of Powers Agreement, dated as of September 2, 1997, as amended (the “JPA Agreement”) by and between the City and the Parking Authority of the City of Montebello, a public agency, as lessor, and the City, as lessee.

RECITALS
A. The City desires to finance the costs of the acq uisition, construction and/or installation of a sports, entertainment and recreation facility including restaurant, bar, retail areas, and an indoor -outdoor driving range facility that is initially anticipated to be operated as a Topgolf - branded entertainm ent facility in the City (the “Project”), together with certain infrastructure benefiting the Project;
B. The Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “Montebello Public Financing Authority Lease Revenue Bonds, Series 2022B (Top golf Project)(Federally Taxable)” (the “Bonds”) for the purpose of financing the Project; C. The Bonds will be payable, in part, from lease payments made by the City to the Authority under the Facility Lease (the “Facility Lease”), pursuant to which the City will lease from the Authority certain real property described in Exhibit A hereto (the “Site”) upon which the Project (defined in the Sublease) will be constructed by the City, on behalf of the Authority for sublease to the City pursuant to the terms of the Facility Lease (the Project and the Site are referred to collectively herein as the “Facility”); and
D. During the period of time that the Bonds are outstanding, the Project will be operated and maintained by Topgolf USA MB, LLC, a Delaware limited liability company (“Topgolf”) under a lease agreement with the City in accordance with, inter alia , Section 37396 of the Government Code; and
E. To set forth the rights and obligations of Topgolf with respect to the Project, the City and Topgolf will enter into a Sublease (the “Sublease”) pursuant to which the City will lease the Facility to Topgolf, and Topgolf will pay Base Rent to the City to compensate for the fair market value of the leased space and Improvement Rent that will be used to make the Lease Payments under the Facility Lease (each as further defined in the Sublease); F. The City and the Authority have determined that it is in the best interests of the City and for the common benefit of the citizens residing in the City, for the Authority to acquire a leasehold interest in the Site and to enter into this Site Lease.

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AGREEMENT
In consideration of the mutual covenants contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged by the parties, the parties hereto agree as follows:

Section 1. Lease of the Site. The City hereby leases to the Authority, and the Authority hereby leases from the City, the Site that is described in Exhibit A, on the terms and conditions hereof. The City represents and covenants that it is the owner in fee of the Site, subject only to Permitted Encumbrances and that the Site is properly zoned or approved for the uses contemplated by this Site Lease and the Facility Lease.

Section 2. Term; Possession . The term of this Site Lease commences, and the Authority becomes entitled to possession of the Site, as of the date of recordation here of. This Site Lease ends, and the right of the Authority hereunder to possession of the Site thereupon ceases, on the date on which all of the outstanding Lease Payments are paid in full, or provision is made for such payment in accordance with the Facility Lease, and the Facility Lease has been terminated in accordance with its terms.

Section 3. Rental. The Authority shall pay to the City as and for rental o f the Site hereunder the amount of $1.00 on ________, 2022.

Section 4. Purpose of this Site Lease; Sublease Back to City. The purpose for which the City agrees to lease the Site to the Authority hereunder is to enable the Authority to acquire a leasehold interest in the Site and finance the Project from the Lease Payments that the City will pay to the Authority under the Facility Lease. The Authority hereby agrees to sublease the Site back to the City under the Facility Lease.

Section 5. Assignments and Subleases. The Authority may not assign its rights under this Site Lease or sublet all or any portion of the Site, except as provided in the Facility Lease and the Assignment Agreement, without the prior written consent of the Trustee. Under the Facility Lease, the City has consented to the assignment of this Site Lease to the Trustee.

Section 6. Right of Entry . The City reserves the right f or any of its duly authorized representatives to enter upon the Site, or any portion thereof, at any reasonable time to inspect the same or to make any repairs, improvements or changes that are necessary for the preservation thereof.

Section 7. Termination. The Authority agrees, upon the termination of this Site Lease, to quit and surrender the Site in the same good order and condition as the Site was in at the time of commencement of the term hereof, reasonable wear and tear excepted, and agrees that all buildings, improvements and structures that are then existing upon the Site will remain thereon and title thereto will vest thereupon in the City for no additional consideration.

Section 8. Default. If the Authority defaults in the performance of any obligation on its part to be performed under the terms of this Site Lease, which default continues for 30 days following notice and demand for correction thereof to the Authority, the City may exercise any and all remedies granted by law, except that no merger of this Site Lease an d of the Facility Lease shall be deemed to occur as a result thereof and this Site Lease may not be terminated by the City as a

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remedy for such default. Notwithstanding the foregoing, so long as the Facility Lease remains in effect, the City shall continue to pay the Lease Payments as and when due under the Facility Lease to the Trustee in accordance with the Assignment Agreement. In the event of the occurrence of an Event of Default under the Facility Lease, the Authority may (i) exercise the remedies provided in the Facility Lease, and (ii) use the Site for any lawful purpose, subject to any applicable legal limitations or restrictions.

Section 9. Amendments. The Authority and the City may at any time amend or modify any of the provisions of this Site Lease, but only with the prior written consent of the Trustee.

Section 10. Quiet Enjoyment . The Authority at all times during the term of this Site Lease shall peaceably and quietly have, hold and enjoy all of the Site, subject to the provisions of the Lease and Permitted Encumbrances.

Section 11. Waiver of Personal Liability. All liabilities under this Site Lease on the part of the Authority are solely corporate liabilities of the Authority, and the City hereby releases each and every member and officer of the Authority of and from any personal or individual liability under this Site Lease. No member or officer of the Authority or its governing board is at any time or under any circumstances individually or personally liable under this Site Lease for anything done or omitted to be done by the Authority hereunder.

Section 12. Taxes. The City will pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, that are levied or assessed upon the Site and any improvements thereon.

Section 13. Eminent Domain. If the whole or any part of the Site, or any improvements thereon, are taken by eminent domain proceedings, the interest of the Authority will be the aggregate amount of the then -unpaid principal components of the Lease Payments that are payable under the Lease and the balance of the award, if any, will be paid to the City. The City hereby waives any and all rights that it has or may hereafter have to acquire the interest of the Authority in and to the Site through the eminent domain powers of the City. The City hereby agrees, to the extent permitted by law, that the compensation to be paid in any condemnation proceedings brought by or on behalf of the City with respect to the Site or any improvement thereon shall be in an amount that is not less than the total unpaid principal components of Lease Payments plus the interest component of Lease Payments accrued to the date of payment of all Lease Payments under the Facility Lease.

Section 14. Notices. Any notice, request, complaint, demand or other communication under this Site Lease must be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by telecopy, telex or other form of telecommunication, at its number set forth below. Notice will be effective eithe r: (a) upon transmission by telecopy, telex or other form of telecommunication ; (b) 48 hours after deposit in the United States first-class mail, postage prepaid; or (c) in the case of personal delivery to any person, upon actual receipt. The City, the Authority and the Bank may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

If to the City: City of Montebello
1600 W. Beverly Boulevard
Montebello, California 90640
Attention: City Manager

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If to the Authority: Montebello Public Financing Authority c/o City of Montebello
1600 W. Beverly Boulevard
Montebello, California 90640
Attention: Executive Director
Section 15. Governing Law . This Site Lease is governed by the laws of the State of California.

Section 16. Third Party Beneficiary. The Bank is hereby made a third party beneficiary hereunder with all rights of a third party beneficiary.

Section 17. Binding Effect. This Site Lease inures to the benefit of and is binding upon the Authority, the City and their respective successors and assigns, subject, however, to the limitations herein.

Section 18. Severability of Invalid Provisions . If any one or more of the provisions of this Site Lease are for any reason held to be invalid, illegal or unenforceable in any respect, then such provision or provisions will be deemed severable from the remaining provisions of this Site Lease and such invalidity, illegality or unenforceability shall not affect any other provision of this Site Lease, and this Site Lease shall be co nstrued as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority and the City each hereby declares that it would have entered into this Site Lease and each and every other Section, paragraph, sentence, clause or phrase hereof irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Site Lease may be held illegal, invalid or unenforceable.

Section 19. Section Headings . All section headings herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site Lease.

Section 20. Execution in Counterparts. This Site Lease may be executed in any number of counterparts, each of which is an original but all together constitute one and th e same instrument.

It is also agreed that separate counterparts of this Site Lease may be separately executed by the Authority and the City, all with the same force and effect as though the same counterpart had been executed by both the Authority and the City.

Section 21. Defined Terms. All capitalized terms that are used herein and not otherwise defined have the respective meanings given those terms in the Facility Lease.

Section 22. No Merger. Neither this Site Lease, the Facility Lease nor any provisions hereof or thereof sh all be construed to effect a merger of the title of the City to the Site under this Site Lease and the City’s leasehold interest therein under the Facility Lease. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the City and the Authority have caused this Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF MONTEBELLO,
as Lessor
By:

City Manager

[SIGNATURES CONTINUED ON NEXT PAGE.]

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[SIGNATURE PAGE CONTINUED.]

MONTEBELLO PUBLIC FINANCING

AUTHORITY,
as Lessee
By:

Executive Director

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CERTIFICATE OF ACCEPTANCE OF SITE LEASE
This is to certify that the interest in real property conveyed by the Site Lease, dated as of ________ 1, 2022 , by and between City of Montebello, as lessor, and the Monte bello Public Financing Authority, as lessee (the “ Authority”), is hereby accepted by the undersigned officer on behalf of the Authority pursuant to a resolution adopted by the Board of Directors of the Authority on September 28, 2022, and the Authority consents to recordation thereof by its duly authorized officer.

Dated: ___________, 2022 MONTEBELLO PUBLIC FINANCING

AUTHORITY
By:

Executive Director

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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accu racy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signat ure(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the tr uthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF _______

On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her /their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Cali fornia that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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A-1

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EXHIBIT A

DESCRIPTION OF THE SITE

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Stradling Draft of 9/21/22

4890-0471-4790v7/200907-0001

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

STRADLING YOCCA CARLSON & RAUTH
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Brian Forbath, Esq.

NO FEE FOR RECORDING PURSUANT TO
GOVERNMENT CODE SECTION 27383

[Space above for Recorder’s use.]

THIS DOCUMENT IS RECORDED FOR THE

BENEFIT OF THE CITY OF MONTEBELLO , AND

THE RECORDING IS FEE -EXEMPT UNDER
SECTION 27383 OF THE GOVERNMENT CODE.

FACILITY LEASE
by and between

MONTEBELLO PUBLIC FINANCING AUTHORITY,
as Lessor
and

CITY OF MONTEBELLO,
as Lessee
Dated as of ____________, 2022
Relating to

MONTEBELLO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022B
(TOPGOLF PROJECT)
(FEDERALLY TAXABLE)

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TABLE OF CONTENTS
Page
i
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ARTICLE I

DEFINITIONS AND EXHIBITS
Section 1.1 Definitions and Rules of Construction .......................................................................... 2 Section 1.2 Exhibits ......................................................................................................................... 3

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 2.1 Representations, Warranties and Covenants of the City ............................................... 3 Section 2.2 Representations, Warranties and Covenants of the Authority ...................................... 4

ARTICLE III
APPLICATION OF BOND PROCEEDS; CONSTRUCTION OF PROJECT
Section 3.1 Deposit of Bond Proceeds ............................................................................................. 6 Section 3.2 Financing of the Project ................................................................................................ 6 Section 3.3 Construction of the Project; Completion Certification ................................................. 6 Section 3.4 Further Assurances and Corrective Instruments ........................................................... 6

ARTICLE IV
AGREEMENT TO LEASE; TERM OF LEASE; LEASE PAYMENTS
Section 4.1 Lease ............................................................................................................................. 6 Section 4.2 Term .............................................................................................................................. 6 Section 4.3 Extension of Lease Term .............................................................................................. 7 Section 4.4 Lease Payments ............................................................................................................. 7 Section 4.5 No Withholding ............................................................................................................ 8 Section 4.6 Fair Rental Value .......................................................................................................... 8 Section 4.7 Budget and Appropriation ............................................................................................. 8 Section 4.8 Assignment of Lease Payments .................................................................................... 9 Section 4.9 Use and Possession ....................................................................................................... 9 Section 4.10 Abatement of Lease Payments and Additional Payments ............................................ 9 Section 4.11 Additional Payments ................................................................................................... 10 Section 4.12 Net-Net-Net Lease ...................................................................................................... 10

ARTICLE V

INSURANCE
Section 5.1 Public Liability and Property Damage ........................................................................ 11 Section 5.2 Worker’s Compensation ............................................................................................. 11 Section 5.3 Hazard Insurance ........................................................................................................ 11 Section 5.4 Rental Interruption Insurance...................................................................................... 12 Section 5.5 Title Insurance ............................................................................................................ 12 Section 5.6 Payment of Insurance Proceeds .................................................................................. 12 Section 5.7 General Insurance Provisions...................................................................................... 13 Section 5.8 Cooperation ................................................................................................................. 13

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TABLE OF CONTENTS
(continued)
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ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS Section 6.1 Application of Net Proceeds ....................................................................................... 14

ARTICLE VII

COVENANTS WITH RESPECT TO THE FACILITY
Section 7.1 Use of the Facility ....................................................................................................... 15 Section 7.2 Leasehold Interest in the Facility ................................................................................ 15 Section 7.3 Option to Prepay Lease Payments .............................................................................. 15 Section 7.4 Quiet Enjoyment ......................................................................................................... 16 Section 7.5 Maintenance, Utilities, Taxes and Assessments ......................................................... 16 Section 7.6 Modification of the Site .............................................................................................. 16 Section 7.7 Authority’s Disclaimer of Warranties ......................................................................... 17

ARTICLE VIII

ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.1 Assignment by the Authority ...................................................................................... 17 Section 8.2 Assignment and Subleasing by the City ..................................................................... 17 Section 8.3 Amendments and Modifications ................................................................................. 18

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
Section 9.1 Events of Default Defined .......................................................................................... 18 Section 9.2 Remedies on Default ................................................................................................... 18 Section 9.3 No Remedy Exclusive ................................................................................................. 19 Section 9.4 Limitation on Remedies .............................................................................................. 19 Section 9.5 No Additional Waiver Implied by One Waiver .......................................................... 19 Section 9.6 Application of the Proceeds Following Default .......................................................... 19 Section 9.7 Trustee and Bond Owners to Exercise Rights ............................................................ 19

ARTICLE X

PREPAYMENT OF LEASE PAYMENTS
Section 10.1 Security Deposit .......................................................................................................... 20 Section 10.2 Extraordinary Prepayment From Net Proceeds .......................................................... 20 Section 10.3 Optional Prepayment .................................................................................................. 20 Section 10.4 Credit for Amounts on Deposit ................................................................................... 21 Section 10.5 Effect of Prepayment .................................................................................................. 21

ARTICLE XI

MISCELLANEOUS
Section 11.1 Notices ........................................................................................................................ 21 Section 11.2 Binding Effect ............................................................................................................. 22 Section 11.3 Severability ................................................................................................................. 22 Section 11.4 Execution in Counterparts ........................................................................................... 22 Section 11.5 Applicable Law ........................................................................................................... 22

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TABLE OF CONTENTS
(continued)
Page
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Section 11.6 Captions ...................................................................................................................... 22 Section 11.7 No Merger ................................................................................................................... 22 Section 11.8 Third-Party Beneficiary .............................................................................................. 22

Signatures ................................................................................................................................... S-1

EXHIBIT A DESCRIPTION OF THE SITE ................................................................................ A-1 EXHIBIT B SCHEDULE OF LEASE PAYMENTS .................................................................... B-1

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FACILITY LEASE
THIS FACILITY LEASE (the “Facility Lease”), dated as of ____________, 2022, is entered into by and between the Montebello Public Financing Authority, a California joint exercise of powers authority (the “Authority”) established and existing pursuant to that certain Joint Exercise of Powers Agreement, dated as of September 2, 1997, as amended (the “JPA Agreement”) by and between the City of Montebello, a California municipal corporation (the “City”) and the Parking Authority of the City of Montebello, a public agency, as lessor, and the City, as lessee (the “City”); WITNESSETH:

WHEREAS, the City Council (the “Council”) of the City has determined that it is in the best interests of the City and for the common benefit of the citizens residing in the City, for the Authority to acquire a leasehold interest in certain real property described in Exhibit A hereto (the “Site”) upon which the P roject (defined below) will be constructed by the City, on behalf of the Authority for sublease to the City pursuant to the terms of this Facility Lease; and WHEREAS, the City and the Authority desire to finance the costs of the acquisition, construction and/or installation of a sports, entertainment and recreation facility including restaurant, bar, retail areas, and an indoor -outdoor driving range facility that is initially anticipated to be operated as a Topgolf-branded entertainment facility in the City (the “Project”), together with certain infrastructure benefiting the Project; and
WHEREAS, such financing will be accomplished through the issuance of revenue bonds (the “Series 2022B Bonds”) by the Authority which will be payable, in part, from lease pa yments made by the City to the Authority under this Facility Lease, pursuant to which the City leases from the Authority the Site and the Project (the Project and the Site are refined to collectively herein as the “Facility”); and
WHEREAS, during the perio d of time that the Bonds are outstanding, the Project will be operated and maintained by Topgolf USA MB, LLC, a Delaware limited liability company (“Topgolf”) under a lease agreement with the City in accordance with, inter alia, Section 37396 of the Government Code; and
WHEREAS, to set forth the rights and obligations of Topgolf with respect to the Project, the City and Topgolf will enter into a Sublease (the “Sublease”) pursuant to which the City will lease the Facility to Topgolf, and Topgolf will pay Bas e Rent to the City to compensate for the fair market value of the leased space and Improvement Rent that will be used to make the Lease Payments under the Facility Lease (each as further defined in the Sublease); WHEREAS, the City Council has determined th at it is in the best interest of the City and for the common benefit of the citizens residing in the City to assist in the financing of the Project and to enter into this Facility Lease.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged by the parties, the parties hereto agree as follows:

Page 107 of 511 ends

Montebello City CouncilSeptember 28, 2022

Montebello City Council
September 28, 2022