Contract - KR Aquisitions, KR CC, RRTED Corp. - 1/26/2017 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 December 20,2016.
RECITALS:
A. Tenant 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$13,400,000.00 for purposes of acquiring a
leasehold interest in certain real property located in Williamson County, Texas (the "Project")
on which Assignor intends to construct a convention center, hotel facility and water park.
B. The Note is secured, inter alia, by a Leasehold Deed of Trust, Security Agreement and
Fixture Filing executed by Tenant 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.
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
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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
orthe 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 u n d e r 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 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
Todd R.Nelson, President
KR ACQUISITIONS LLC,a Delaware limited
liability company
By: v Todd R.R.Nelson,President
ACCL+'PTED BY LENDER:
BANK OF WISCONSIN DELLS
By:
Name:
Its:
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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 IS NS LLS
By:
Name: 2t
Its:
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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 Com."), 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:
Name:
Title:
CONSENTS CONTINUE ON NEXT PAGE FOLLOWING
Page 5
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
CORPORATION
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