Contract - KR Acquisitions, LLC, KR CC Inc, Bank of Wisconsin Dells - 7/12/2018 COLLATERAL ASSIGNMENT
OF MASTER DEVELOPMENT AGREEMENT
THIS COLLATERAL ASSIGNMENT OF MASTER DEVELOPMENT
AGREEMENT ("Assignment") 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 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 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, to be built on certain real property located in
Williamson County, Texas (the "Project").
B. The Note is secured, inter alia, 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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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. Master Development 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 Master Development 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: X 14 /
Crai Morgflla yor
APP ED as tf;rm
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Stephan . 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 Master Development 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
CORPO TION
By:
Cr g Morg , President
Date:
APPR D as to form:
Stephan L Sheets, Corporation's Attorney
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