CM-07-08-092STATE OF TEXAS
COUNTY OF WILLIAMSON §
MEMORANDUM OF LEASE
PV
THIS MEMORANDUM OF LEASE (the "Memorandum") is made and entered into between City
of Round Rock, Texas ("Lessor"), whose address is 221 E. Main Street, Round Rock, Texas 78664 and
Round Rock Baseball Club, L.P., a Texas limited partnership ("Lessee"), whose address is 3400 E.
Palm Valley Blvd., Round Rock, Texas 78664.
Pursuant to the terms, conditions, and provisions of that certain Lease Agreement dated January
20, 1999 by and between Landlord and Ryan Sanders Ryan, Inc. ("Original Lessee") (as it may be
amended or modified, the "Lease") Lessor leased to Original Lessee the real property described in Exhibit
A attached hereto (the "Land") and other Leased Premises (as that term is defined in the Lease),
including, among other property and improvements, the baseball stadium known as Dell Diamond.
Original Lessee assigned the Lease to Round Rock Baseball Club, Inc. ("RRBC") and RRBC thereafter
assigned the Lease to Lessee. The initial term of the Lease commenced on or about April 1, 2000, and
shall, unless earlier terminated, remain in full force and effect through the sixtieth day after the last home
game of the thirty-eighth full baseball season after said commencement date, with Lessee having the
option to extend the initial term for one ten year period thereafter. The Lease constitutes a covenant
running with the land and shall inure to the benefit of and be binding upon Lessor and Lessee and their
respective successors and assigns. By this Memorandum, all parties dealing with the Land are hereby
put on notice as to the rights and obligations of Lessor and Lessee under the Lease. In the event of any
conflict between the provisions of this Memorandum and the provisions of the Lease, the provisions of the
Lease shall control.
EXECUTED this the _ day of , 2007, by Lessor and Lessee.
Lessor:
City of Round Rock, Texas
CORPORATE By:
SEAL Name.
Title:
HOUSTON: 017324.00001: 1196057v1
e- -Cg-b9e2,
'Teti r t, (L . �)
CY\
Lessee:
Round Rock Baseball Club, L.P., a Texas limited partnership
By: RSB Operations, LLC, a Texas limited liability company,
its sole General Partner
By: Ryan Sanders Baseball, L.P., a Texas limited
partnership, its sole Member
By: Ryan Sanders Baseball GP, LLC, a Texas limited liability
company, its sole General Partner
By:
Reid Ryan, Manager
Page 1 of 2
STATE OF TEXAS
COUNTY OF WILLIAMSON §
�BEFORE ME, the undersignauthority, on this day personally appeared
Q t'YI eS R. N use (Name) as l; j (t n a e ( (Title) of City of Round Rock, Texas,
a Texas municipality, known to me to be the rson whose name is subscribed to the foregoing
instrument, and acknowledged to me that he/she executed the same for the purposes and consideration
therein expressed, in the capacity therein stated, and as the act and deed of said municipality.
Given under my hand and seal of office, this thec . t$ day of
P` CHRISTINE T. MCAWSTER
`� `= MY COMMISSION EXPIRES
+•QF• April 15, 2011
UJ4 , 2007.
1 Aliii/Vri,
Notary Public, State of Texas
LI•IS- ►1
STATE OF TEXAS
COUNTY OF WILLIAMSON
My Commission Expires:
BEFORE ME, the undersigned authority, on this day personally appeared Reid Ryan, Manager of Ryan
Sanders Baseball GP, LLC, a Texas limited liability company, the sole General Partner of Ryan Sanders
Baseball, L.P., a Texas limited partnership, the sole member of RSB Operations, LLC, a Texas limited liability
company, the sole General Partner of Round Rock Baseball Club, L.P., a Texas limited partnership, known to me
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed, in the capacity therein stated, and as
the act and deed of said companies and partnerships.
Given under my hand and seal of office, this the day of , 2007.
Notary Public, State of Texas
My Commission Expires:
Page 2 of 2
HOUSTON: 017324.00001: 1196057v1
EXHIBIT A
FOR 39.975 ACRES BEING A PORTION OF AN 88.811 ACRE TRACT OF LAND,
SITUATED IN THE P. A. HOLDER SURVEY, ABSTRACT NUMBER 297 IN
WILLIAMSON COUNTY, TEXAS CONVEYED TO THE CITY OF ROUND ROCK BY
INSTRUMENT RECORDED AS DOCUMENT NO. 9905660 OF THE OFFICIAL
RECORDS OF WILLIAMSON COUNTY, TEXAS (O.R.W.C.T.) AND BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING for reference at capped 1/2" iron rod set in the northerly right-of-way line of U.S. Highway
Number 79 (Highway 79) conveyed to the State of Texas by instrument recorded in Volume 304, Page
190 and Volume 302, Page 587 of the Deed Records of Williamson County, Texas (W.C.D.R.), being the
southeast corner of a called 9.691 acre tract conveyed to the City of Round Rock, Texas described as
Tract III, of Exhibit "B" recorded in Volume 1760, Page 451 O.R.W.C.T. same being the southwest corner
of said Telander tracts for the southwest corner hereof, and from said point a 5/8" iron rod found at the
southerly most southwest corner of a called 10.110 acre tract conveyed to The Old Settlers Association of
Williamson County, Texas described as Tract I, Exhibit "C" recorded in Volume 1760, Page 451
O.R.W.C.T. bears S 63°37'48" W, a distance of 1098.43 feet with the northerly right-of-way line of said
Highway 79; thence, leaving the northerly right-of-way line of said Highway 79 with the east boundary line
of said 9.691 acre tract being the westerly boundary line of said Telander tracts, N 01°31'47" W, a
distance of 93.67 feet to a capped iron rod set for the southwest corner of said 39.975 acre and POINT
OF BEGINNING hereof;
Thence, with the east boundary line of said 9.691 acre tract being the westerly boundary line of said
88.811 acre tract being the westerly boundary said 39.975 acre hereof the following four (4) courses;
1. N 01°31'47" W, a distance of 700.26 feet to a 1/2" iron rod found for an angle point,
2. N 88°43'56" E, a distance of 16.49 feet to a Y2" iron rod found for an angle point,
3. N 02°09'05" W, a distance of 965.75 feet to a capped Y2" iron rod set in the base of a 44" Live
Oak tree for an angle point,
4. N 05°55'46" E, at a distance of 115.35 feet, pass a capped Y2" iron rod ret for reference and
continuing for a total distance of 215.35 feet to a point in the center of Chandler Creek being the
southerly boundary line of a called 71.11 acre tract conveyed to The City of Round Rock, Texas
by instrument recorded in Volume 1760, Page 475 O.R.W.C.T. same being the northeast corner
of said 9.691 acre tract and the northwest corner of said 88.811 acre tract for the northwest
corner hereof;
Thence, with the centerline of said Chandler Creek being the southerly boundary line of said 71.11 acre
tract and a called 316.85 acre tract conveyed to the City of Round Rock, Texas by instrument recorded in
Volume 1760, Page 451 O.R.W.C.T. described as Tract I, Exhibit "B" being the northerly boundary line of
said 88.811 acre tract being the northerly boundary line of said 39.975 acres hereof the following four (4)
courses;
1. N 87°34'46" E, a distance of 241.90 feet 10 a point,
2. S 61°35'14" E, a distance of 439.40 feet to a point,
3. S 88°39'15" E, a distance of 137.38 feet to a point,
4. S 55°29'52" E, a distance of 155.31 feet to a point being the most northeasterly corner hereof;
Exhibit A
Page 1 of 2
HOUSTON: 017324.00001: 1196057v1
Thence, departing the centerline of said Chandler Creek, and through said 88.811 acre tract the following
five (5) courses;
1. S 02°13'00" W, a distance of 213.86 feet 10 a capped iron rod set,
2. S 87°47'00" E, a distance of 150.77 feet to a capped iron rod set,
3. N 83°25'47" E, a distance of 253.62 feet to a capped iron rod set,
4. S 02°22'10" E, a distance of 753.86 feet to a capped iron rod set being the southeasterly corner
hereof,
5. S 63°37'48" W, for a distance of 1454.08 feet to the POINT OF BEGINNING containing 39.975
acres of land.
The bearing basis for the above described tract is based on the Texas State Plane Coordinate System,
Central Zone, NAD -83.
Exhibit A
Page 2 of 2
HOUSTON: 017324.00001: 1196057v1
LANDLORD'S CONSENT AND AGREEMENT
THIS LANDLORD'S CONSENT AND AGREEMENT (this "Agreement") made , 2007,
by City of Round Rock, Texas, 221 E. Main Street, Round Rock, Texas 78664 ("Landlord") in favor of
Wachovia Bank, National Association, 98 San Jacinto Blvd., Suite 850, Austin, Texas ("Bank").
WHEREAS, Landlord is the owner and holder of fee simple title in and to that certain tract of land and the
improvements, if any, situated thereon (the "Land") located at located at 3400 East Palm Valley Blvd. in
the City of Round Rock, County of Williamson and State of Texas, as more particularly described in that
certain Convention Center Complex Lease Agreement dated January 20, 1999 by and between Landlord
and Ryan Sanders Ryan, Inc. ("Original Lessee") (as it may be amended or modified, the "Lease")
pursuant to which Landlord leased the Land and other Leased Premises (as that term is defined in the
Lease) to Original Lessee, which Lease has been assigned by Original Lessee to Round Rock Baseball
Club, Inc. ("RRBC") and assigned by RRBC to Round Rock Baseball Club, L.P., a Texas limited
partnership ("Borrower"); and
WHEREAS, Borrower has encumbered all of Borrower's right, title and interest in and to the Lease and
Leased Premises in favor of Bank, pursuant to that certain Leasehold Deed of Trust of even date
herewith ("Deed of Trust"), to secure the Obligations described in the Deed of Trust (collectively, the
"Obligations"); and
C�
WHEREAS, Borrower owns certain personal property and fixtures located on or affixed to the Leased
Premises; and
WHEREAS, Borrower has pledged, pursuant to the Security Agreement of even date herewith by and
between Bank and Borrower (the "Security Agreement"), as security for the Obligations, certain personal
property and fixtures owned by Borrower and now or hereafter located on or affixed to the Leased
Premises and all other personal property and fixtures of Borrower of every kind and nature including,
without limitation, all accounts, equipment, accessions, fixtures, inventory, chattel paper, instruments,
investment property, documents, letter -of -credit rights, deposit accounts and general intangibles,
wherever located (collectively, the "Borrower Property"); and
WHEREAS, the agreement(s) between Bank and Borrower require that Bank's security interest in Debtor
Property be senior to any other liens; and
WHEREAS, the Bank has required that Landlord execute this Agreement in conjunction with the Deed of
Trust and Security Agreement;
NOW, THEREFORE, in order to induce Bank to extend or maintain the credit described in its
agreement(s) with Borrower, and for other good and valuable consideration, Landlord and Bank hereby
agree as follows:
Consent. Landlord hereby consents to the Deed of Trust and Security Agreement executed and
delivered by Borrower pursuant to which Borrower encumbers all of Borrower's interest in, to and under
the Lease, the Leased Premises and the Borrower Property as security for the Obligations. In giving such
consent Landlord does not release, waive or subordinate any of Landlord's rights with respect to the
Leased Premises or any of the Borrower Property, including, without limitation, any lien rights Landlord
may have in the Leased Premises or Borrower Property to secure performance of Borrower's obligations
under the Lease or any ownership rights Landlord may have with respect to the Leased Premises or
Borrower Property upon termination or expiration of the Lease.
Notices to be Provided to Bank. Landlord hereby agrees to furnish to Bank written notice of
default under, and written notice of the exercise of Landlord's right to terminate, the Lease, and a copy of
any other notice provided to Borrower by Landlord under the Lease, concurrently with the furnishing of
the same to Borrower, and agrees that any notice of default under, and any notice of the exercise of its
right to terminate, the Lease shall, from and after the date hereof be deemed ineffective unless and until
Page 1 of 4
789901 v2
such notice is furnished to Bank. Bank's address for notice shall be the address shown above, unless
changed by written notice to Landlord.
Bank's Right to Cure Defaults under the Lease. If a default occurs under the Lease, Landlord
agrees not to exercise any of the rights and remedies set forth in the Lease, or any remedies provided by
law, unless Landlord has given notice to Bank of such default as provided in the immediately preceding
paragraph and Bank or Borrower fails to cure such default within the period of time allowed for such
default to be cured as provided in the Lease.
Miscellaneous. This Agreement shall benefit and bind the parties hereto and their successors
and assigns and shall benefit any future holder of any indebtedness owed, guaranteed or secured by
Borrower to Bank and secured by Borrower's interest in the Lease, Leased Premises or Borrower
Property. Landlord agrees to make this Agreement known to any transferee of the Leased Premises, and
to cause this Agreement to become part of its Lease file. FINAL AGREEMENT. THIS AGREEMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
Subject to the rights and priorities granted to Bank herein, nothing herein shall be deemed to waive or
adversely affect any rights that Landlord may have against Borrower, the Leased Premises or any
Borrower Property. Notices required by this Agreement shall be in writing, and be deemed delivered
upon receipt, to the following addresses:
Bank: Wachovia Bank, National Association
Mail Code VA7628
P. O. Box 13327
Roanoke, VA 24040
Or
Wachovia Bank, National Association
Mail Code VA7628
10 South Jefferson Street
Roanoke, VA 24011
Landlord:
City of Round Rock, Texas
221 E. Main Street
Round Rock, Texas 78664
The above addresses may be changed by written notice as provided herein to the other party. Notices to
Bank must include the mail code.
This Agreement shall remain in full force and effect until the Obligations of Borrower to Bank are paid and
satisfied in full.
Page 2 of 4
789901 v2
IN WITNESS WHEREOF, Landlord, on the day and year first above written, has caused this
Agreement to be duly executed under seal.
Landlord
City of Round Rock, Texas
Bank
Wachovia Bank, National Association
, Title: C,,ki • CL ika
By:
(SEAL)
Kara Fielder, Senior Vice President
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
BEFOPV ME, the undersig ed authority, on this day personally appeared
sXddneS (� (Name) as L4`rharid er (Title) of City of Round Rock, Texas,
a Texas municipality, known to me to be th person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he/she executed the same for the purposes and consideration
therein expressed, in the capacity therein stated, and as the act and deed of said municipality.
Given under my hand and seal of office, this thed v day of A91/(0- , 2007.
°Me_dads--,
;
otaryPublic, b ic, State of Texas
My Commission Expires:
Page 3 of 4
789901 v2
STATE OF TEXAS
COUNTY OF
§
§
§
BEFORE ME, the undersigned authority, on this day personally appeared Kara Felder as Senior
Vice President of Wachovia Bank, National Association, a national banking association, known to me to
be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that
he/she executed the same for the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said national banking association.
Given under my hand and seal of office, this the day of , 2007.
Notary Public, State of Texas
My Commission Expires:
Page 4 of 4
789901 v2