R-2018-5632 - 7/12/2018 RESOLUTION NO. R-2018-5632
WHEREAS, KR Acquisitions LLC and KR CC, Inc. have executed and delivered to Bank of
Wisconsin Dells a Promissory Note dated as of even date herewith (as such document has been and
may be modified, amended, supplemented or restated from time to time, the "Note") in the amount of
$220,000,000.00 for purposes of constructing a resort (the "Project"); and
WHEREAS, the Note is secured by an Amended and Restated Construction Leasehold Deed
of Trust and Security Agreement and Fixture Filing Statement executed by KR Acquisitions LLC and
KR CC, Inc. and delivered to Bank of Wisconsin Dells dated as of even date herewith (as such
document may be modified, amended, supplemented or restated from time to time, the "Deed of
Trust"), and by certain other agreements, assignments and other documents which evidence, secure or
otherwise reference the Note (the "Loan Documents"); and
WHEREAS, as additional collateral for the Note, Bank of Wisconsin Dells has required KR
Acquisitions LLC and KR CC, Inc. to enter into a Collateral Assignment of Economic Development
Program Agreement,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City a Collateral
Assignment of Economic Development Program Agreement, a copy of same being attached hereto as
Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
0112.1804;0040404560
RESOLVED this 12th day of July, 2018.
CRAIG ORG , Mayor
City of Round k, Texas
ATTEST:
v
SARA L. WHITE, City Clerk
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EXHIBIT
„A„
COLLATERAL ASSIGNMENT
OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
THIS COLLATERAL ASSIGNMENT OF ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT ("Assi ent") is executed by KR Acquisitions LLC, a Delaware
limited liability company (the "Developer"), and KR CC, INC., a Delaware corporation (the
"Tenant," and together with the Developer, the "Assignor") for the benefit of Bank of
Wisconsin Dells, its successors and assigns (the "Lender") as of July 31, 2018.
RECITALS:
A. Assignor has executed and delivered to Lender that certain Promissory Note dated as of
even date herewith (as such document has been and may be modified, amended, supplemented
or restated from time to time, the "Note") in the amount of$220,000,000.00 for purposes of
constructing a resort which is expected to include approximately 975 hotel rooms, more than
66,000 sq. ft. of food and beverage outlets, in excess of 200,000 sq. ft. of indoor waterpark, a
family entertainment center in excess of 90,000 sq. ft., a publicly-owned convention center in
excess of 200,000 sq. ft., and other amenities including retail shops, spa and fitness center, an
outdoor adventure park, and an outdoor waterpark(the "Project").
B. The Note is secured by an Amended and Restated Construction Leasehold Deed of
Trust and Security Agreement and Fixture Filing Statement executed by Assignor and
delivered to Lender dated as of even date herewith (as such document may be modified,
amended, supplemented or restated from time to time, the "Deed of Trust"), and by certain
other agreements, assignments and other documents which evidence, secure or otherwise
reference the Note (the"Loan Documents").
C. As additional collateral for the Note, Lender has required Assignor to enter into this
Assignment.
AGREEMENTS:
NOW THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and
sufficiency of which is hereby acknowledged, and in consideration of the recitals set forth
above, the Assignor, hereby collaterally pledges, assigns, and transfers to the Lender, and
grants to Lender a security interest in all of the Assignor's rights, remedies (at law or in
equity), title and interest in and to (a) all rights (but not the obligations) under a development
agreement more particularly described on Exhibit A (as such agreement may be modified,
amended, supplemented or restated from time to time, the "Development Agreement"), (b) all
agreements, documents, certificates, instruments and other materials relating to the
Development Agreement, and (c) all proceeds of and other rights in connection with the
Development Agreement.
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Bank of Wisconsin Dells/Kalahari Round Rock TX
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This Assignment is made pursuant to and subject to the terms, conditions,
representations and warranties under certain agreements and documents between the Assignor
and the Lender and is in addition to, and not in limitation of, any of the other Loan Documents.
It is the intention hereby to establish an absolute transfer and present assignment to the
Lender. The Assignor hereby irrevocably appoints the Lender its true and lawful attorney-in-
fact in the Assignor's name and place to take such actions upon such terms and conditions in
Lender's discretion as Lender may determine, with the same rights, powers and benefits as the
undersigned would have under such Development Agreement. Although it is the intention of
the parties that this assignment shall be a present assignment, the Lender shall not exercise any
of the rights and powers conferred upon it herein until and unless an Event of Default shall
occur under the terms of the Note or the Loan Documents.
This Assignment may be amended only by a writing signed on behalf of each party. No
waiver of any provision, right or remedy herein contained on any one occasion shall be
construed as a bar to or waiver of any such right or remedy on any future occasion. No waiver
shall be deemed to have been made, unless such waiver is in writing specifying the specific
waiver and signed by an authorized officer of the Lender. This Assignment shall be binding
upon the successors and assigns of the Assignor (including any debtor-in-possession on behalf
of the Assignor) and shall inure to the benefit of the Lender and all future holders of any
instrument evidencing the obligations of Assignor and its respective successors and assigns.
This instrument shall also remain in full force and effect during the pendency of any collection
proceedings. The Lender may take security in addition to the security already given Lender for
the payments of the principal and interest provided to be paid in or by Assignor's obligation s
under the Note or the Loan Documents or release such other security, and may release any
party primarily or secondarily liable on the obligations of Assignor under the Note and the
Loan Documents, may grant or make extensions, renewals, modifications, or indulgences with
respect to the Assignor's obligations under the Note, the Loan Documents or any security
instrument and replacements thereof, which replacement of the Assignor's obligations under
the Note, the Loan Documents or security instrument may be on the same or on terms different
from the present terms of such obligations, and may apply any other security thereof held by it
to the satisfaction of such obligations without prejudice to any of its rights hereunder. This
Assignment has been negotiated and shall be construed and governed in accordance with the
provisions of Section 7.5 of the Construction Loan Agreement between Lender and Assignor
dated as of the date hereof ("Loan Agreement"). If any provisions of this Assignment are
prohibited by or determined to be invalid under applicable law, such provisions shall be
ineffective to the extent of such prohibitions or invalidity without invalidating the remainder of
such provisions or the remaining provisions of this Assignment.
[Execution Page Follows]
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Bank of Wisconsin Dells/Kalahari Round Rock TX
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This Assignment is dated as of the date first stated above.
ASSIGNOR:
KR CC, INC., a Delaware corporation
By:
Todd R. Nelson, President
KR ACQUISITIONS LLC, a Delaware limited
liability company
By:
Todd R. Nelson, President
ACCEPTED BY LENDER:
BANK OF WISCONSIN DELLS
By:
Kelly Bauer, Senior Vice President
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EXHIBIT A
Description of Development Agreement
1. Economic Development Program Agreement dated effective as of December 15, 2016
by and among the City of Round Rock, Texas (the "City"), a home rule city organized
under the laws of the State of Texas, the Round Rock Transportation and Economic
Development Corporation, a "Type B corporation" created under the authority of
Chapter 501, Texas Local Government Code(the"TED Corp."), KR Acquisitions LLC,
a Delaware limited liability company(the "Developer"), and KR CC, INC., a Delaware
corporation(the"Tenant").
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CONSENT
The undersigned, City of Round Rock, Texas,party to the Development Agreement described
herein, hereby consents to this Collateral Assignment of Economic Development Program
Agreement and agrees, in the event Lender exercises its remedies under the Loan Documents,
Lender shall have the rights of Assignor under the Development Agreement.
CITY OF ROUND ROCK,TEXAS,
a home rule city and municipal corporation
By:
Craig Morgan, Mayor
APPROVED as to form:
Stephan L. Sheets, City Attorney
CONSENTS CONTINUE ON NEXT PAGE FOLLOWING
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CONSENT
The undersigned, Round Rock Transportation and Economic Development Corporation,party
to the Development Agreement described herein, hereby consents to this Collateral
Assignment of Economic Development Program Agreement and agrees, in the event Lender
exercises its remedies under the Loan Documents, Lender shall have the rights of Assignor
under the Development Agreement.
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT
CORPORATION
By:
Craig Morgan, President
Date:
APPROVED as to form:
Stephan L. Sheets, Corporation's Attorney
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