Contract - Kalahari / KR CC Inc - 10/26/2023 COLLATERAL ASSIGNMENT
F ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
THIS COLLATERAL ASSIGNMENT OF ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT ("Assignment") is executed by ISR 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") fothe benefit f Baric ofWisconsin
Dells, its successors and assigns (the "Lender") as of $ 2023.
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
r restated from time to time, the "Note" in the amount of$400,000,000.00 for purposes of
refinancing existing debt with Lender and extending additional credit to Borrower,in connection
with a Kalahari resort which includes approximately 975 hotel rooms, multiple restaurants and
other food and beverage locations, retail stores, over 2,500 parking spaces, a publicly-owned
convention center of approximately 190,000 square feet, including related space, approximately
90,000 square feet of family entertainment center, including related space, in excess of 200,000
square feet of indoor waterprl , including related space and an outdoor waterpar , built on
certain real property located in Williamson County,Texas the"Project").
B. The Note is secured by a 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
"Peed of Trust"'), and by certain other agreements, assignments and otter documents which
evidence, secure or otherwise reference the Note (the "'LoanDocuments"' .
C. As additional collateral for the Dote, Lender "las 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 as such agreement may be modified, amended,
supplemented or restated from titre to time,the"'D evel o ent A greement" , 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 ent 1 greement.
1
Bank of Wiscon.=in DellsfKatahan]found lock Tx(2023) Fxecutton Copy
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Program Agmement(048L9974-30D882)a 35918626 2(003)docx
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 terns and conditions in Lender's
discretion as Lender may determine,with the same rights,powers and benefits its 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 Dote or the Loan Documents.
This Assignment may be amended only by a writing signed on behalf of each party. N
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 warier 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 ofthe 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 ofany 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 tenns 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. of the Loan
Agreement between Lender and Assignor dated as of the date hereof("'Loan geemrpt" . If
any provisions ofthis Assignment are prohibited by or determined to be invalid under applicable
law, such provisions shall be ineffective to the extent ofsuch prohibitions or invalidity without
invalidating the remainder of such provisions or the remaining provisions of this Assignment.
[Execution Page Follows]
Bank of Wisconsin Dells/Kalahan bound Dock TX(2023) Execution Copy
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Program Agreement(04819974-3x D 2)-35918626,2 003).docx
This Assignment is dated as of the date first stated above.
ISR CC, INC., a Delaware corporation
By: _
Todd R. Nelsons President
KR ACQUISI'T'IONS LLC, a Delaware limited
liability company
Todd R.Nelson, President
Signature Page—Coll.Assign, Econ,Deer, -Assignor
Bank of Wisconsin Dells/Kalahari Round Rock T (2023) Execution COPY
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Program Agreement(04819974-3x9D88 -35918626.2 003).docx
ACCEPTED BY LENDER,
BAIT OF WISCONSIN DELLS
By.
Felly Bauer, Senior Vice President
Signature Page-Coll.Assign. Econ. Dv. -Consent by RRTEDC
Bank of Wisconsin Dells/Kalahari Round Rock TX(2023) Execution Copy
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Program Agreement(04819974-3x9D 82)-35918626.2 00 .docx
EXHIBIT
Description of Development Agreement
1. Economic Development Program Agreement dated effective as of December 15, 201
by and among the City of Round Rock, Texas (the ".Cily"), a home rule city organized
under the laws of the Mate of Texas, the Round nd I oel 'Transportation and Economic
Development Corporation,a"Type B corporation"created under the authority of Chapter
o 1, Texas Focal Government Code (the 'TED Co ."), ISR Acquisitions LLC,
Delaware limited liability company (the "Develo cr" , and ISR CC, INC., a Delaware
corporation (the "Tenant"').
Signature Page Cott.Assign. Econ, I ev. . Consent by RRTED
Bank of Wisconsin Dells/Kalahari Round Rock T (2023) Execution Copy
https:/fscrrlawadmin-my.sharepoint.conVpersonal/rose scrrla►w comlDoewnent&tDe ktop/ olla►teral Assignment of Economic Development
Program Agreement(04819974-3x D 2)-35918626.2 003 .docx
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,K, TEXAS,
a home rule city and municipal corporation
r
4
By:
orgy aor
Crai
g/
Date:
APPROVED as to form:
Stephanie L. Sandre, City Attorney
CONSENTS CONTINUE ON NEXT PAGE FOLLOWING
Signature Page Coll. Assign. Econ. Deer. Consent by RRTD
Bank of Wisconsin Dells/Kalahari bound Rock TQC(2023) Execution Copy
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Program Agreement(04819974 3x9D ) 35918626.2(003)docx
CONSENT
The undersigned, Round Rock Transportation and Economic Development Corporation, party
to the Development Agreement dsrilved 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 Al l
ECONOMIC DEVELOPMENT
CORPORATION
•
Rene Flores, President
Date:
APPROVED as to form:
Stephanie L. Sandre, Corporation's Attorney
Signature Page--Coll. Assign. Econ. Dev. Consent by RRTED
Bank of Wisconsin Dells/Kalahari Round Rock T (2023) Execution Copy
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Program Agreement(041 19974- x9D 8 2
-35918626. 00 .docx
CONSENT
The undersigned, Round Rock Transportation and Economic Development elopment 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 DEV LOPME T
Coles 'MON
By-
enc Flores, Frei ent
Date.
APPROVED as to Form:
Stephanie L. Sandre, Corporation's Attorney
Signature Page Coll. Assign. Econ. De . Consent by RRTEDC
Bank of Wisconsin Dells/Kalahari Round Rock TX(2023) Execution Copy
haps://scrrlawadmin-my.sharepoint.co 1personallrosecrrlaw comfDocumentsfDesktop/Collateral Assignment of Economic Development
Program Agreement(04819974- x9D8 )-35918626.2 003).docx