Exhibit 10.3
LIMITED RENT GUARANTY
(Six Flags)
THIS LIMITED RENT GUARANTY (Six Flags) (this "Guaranty") is made as of the
___ day of __________, 2007 (the "Effective Date"), by and among (i) SIX FLAGS,
INC., a Delaware corporation ("Guarantor"), (ii) CNL INCOME DARIEN LAKE, LLC,
CNL INCOME ELITCH GARDENS, LLC, CNL INCOME ENCHANTED VILLAGE, LLC, CNL INCOME
FRONTIER CITY, LLC, CNL INCOME SPLASHTOWN, LLC, CNL INCOME WATERWORLD, LLC and
CNL INCOME WHITE WATER BAY, LLC, each a Delaware limited liability company (the
"Real Property Landlord(s)"); and (iii) CNL INCOME DARIEN LAKE TRS CORP., CNL
INCOME ELITCH GARDENS TRS CORP., CNL INCOME ENCHANTED VILLAGE TRS CORP., CNL
INCOME FRONTIER CITY TRS CORP., CNL INCOME SPLASHTOWN TRS CORP., CNL INCOME
WATERWORLD TRS CORP. and CNL INCOME WHITE WATER BAY TRS CORP., each a Delaware
corporation (the "Personal Property Landlord(s)" and, collectively with the Real
Property Landlords, the "Landlord(s)").
RECITALS:
A. Six Flags Theme Parks, Inc., Funtime, Inc., Elitch Garden Holdings
G.P., Frontier City Properties, Inc., SF Splashtown GP Inc., SF Splashtown Inc.
and Spring Beverage Holding Corp. (collectively, the "Securities Sellers"), as
"Sellers," and PARC 7-F Operations Corporation, a Florida corporation ("PARC"),
as "Buyer," entered into that certain Securities Purchase Agreement dated
January 10, 2007 (the "Securities Purchase Agreement"), pursuant to which, among
other things, Securities Sellers sold and transferred to PARC, and PARC
purchased and acquired from Securities Sellers, all of the equity interests and
partnership interests, as applicable, in: (i) Darien Lake Theme Park and Camping
Resort, Inc., (ii) Elitch Gardens, L.P., (iii) Enchanted Parks, Inc., (iv)
Frontier City Limited Partnership, (v) Premier Waterworld Concord, Inc., and
(vi) Tierco Water Park, Inc. (collectively, the "Owners").
B. PARC, as "Seller" and CNL Income Properties, Inc., a Maryland
corporation ("CIP"), as "Purchaser" entered into that certain Asset Purchase
Agreement dated January 10, 2007, as assigned by CIP to the Landlords pursuant
to that certain Assignment of Asset Purchase Agreement dated __________ __, 2007
(together, the "Asset Purchase Agreement"), pursuant to which and
contemporaneously with the closing of the transactions under the Securities
Purchase Agreement, PARC has caused the Owners to sell, transfer and convey to
Landlords all of the Assets (as defined in the Asset Purchase Agreement).
Accordingly, as of the Effective Date, each Real Property Landlord is the fee
and/or leasehold owner of the real property, improvements and certain personal
property related to the theme park facility set forth opposite its name on
Exhibit A attached hereto (the "Property(ies)") and each Personal Property
Landlord is the owner of certain other personal property (which other personal
property together with the Properties shall hereinafter be collectively referred
to as the "Proper(ties)") related to the theme park facility set forth opposite
its name on Exhibit A attached hereto.
C. Pursuant to the Asset Purchase Agreement and as a condition precedent
to the closing thereunder, the Landlords and ____________________,
__________________, __________________, ___________________, _________________,
__________________ (individually, a "Tenant" and collectively, the "Tenants")
have entered into those certain lease/sublease agreements set forth on Exhibit B
attached hereto, governing the leasing of the Properties from Landlords to
Tenants (the "Lease(s)").
D. Each Landlord is an Affiliate of each other Landlord, each Tenant is an
Affiliate of each other Tenant .
E. As a further condition precedent to the closing under the Securities
Purchase Agreement and the Asset Purchase Agreement, Guarantor has agreed,
subject to certain terms, conditions and limitations more particularly set forth
herein, to guarantee payment of Guaranteed Rent under the Leases (the "Limited
Rent Guaranty (Six Flags)").
F. The transactions contemplated by the Securities Purchase Agreement and
the Asset Purchase Agreement are of direct, material and substantial benefit to
Guarantor.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor and Landlords hereby covenant and agree as follows:
SECTION 1
DEFINED TERMS
Terms not otherwise defined herein shall have meaning given them in the
Leases. The following terms, as used in this Guaranty, shall have the meanings
set forth below:
"Accounting Period" shall have the meaning given such term in the Leases.
"Affiliate" shall have the meaning given such term in the Leases.
"Aggregate Amount Funded" shall mean, as of any given point in time, the
Amount Funded for all prior Fiscal Years plus the Amount Funded for the current
Fiscal Year.
"Amount Funded" shall mean all Guaranteed Rent paid during a Fiscal Year
by Guarantor pursuant to the terms of this Guaranty. The Amount Funded shall be
calculated cumulatively for all Accounting Periods elapsed during a Fiscal Year.
"Applicable Laws" shall have the meaning given such term in the Leases.
"Asset Purchase Agreement" shall have the meaning given such term in the
Recitals.
"Business Day" shall have the meaning given such term in the Leases.
"CIP" shall have the meaning given such term in the Recitals.
"Default" shall have the meaning given such term in Section 2.A. hereof.
"Event of Default" shall have the meaning given such term in the Leases.
"Fiscal Year" shall have the meaning given such term in the Leases.
"Guarantee Payment Date" shall have the meaning given such term in Section
2.A hereof.
"Guaranteed Rent" shall have the meaning given such term in Section 2.A
hereof.
"Guarantor" shall have the meaning given such term in the Preamble.
"Guaranty Funding Limit" shall mean the lesser of (i) one dollar less than
the total net cash proceeds received by the Parc Guarantors from the issuance of
equity on a combined basis prior to the closing of the transactions contemplated
by the Securities Purchase Agreement and (ii) Nine Million Nine Hundred
Ninety-Nine Thousand Nine Hundred Ninety-Nine and No/100 Dollars ($9,999,999);
provided, however, that the Guaranty Funding Limit shall be reduced by (x)
$1,000,000 on January 1 of each year during the Guaranty Term plus (y) any
Amount Funded hereunder, with such reduction to occur automatically on the date
of funding.
"Guaranty Term" shall have the meaning given such term in Section 3
hereof.
"Landlord" shall have the meaning given such term in the Preamble.
"Lease(s)" shall have the meaning given such term in the Recitals.
"Legal Requirements" shall have the meaning given such term in the Leases.
"Limited Rent Guaranty (PARC)" shall mean that certain Limited Rent
Guarnaty (PARC) of even date herewith among PARC Guarantors and Landlords.
"Limited Rent Guaranty (Six Flags)" shall have the meaning given such term
in the Recitals.
"Overdue Rate" shall mean, on any date, a per annum rate of interest equal
to the lesser of (i) twelve percent (12%) or (ii) the maximum rate then
permitted under applicable law.
"Owners" shall have the meaning given such term in the Recitals.
"PARC" shall have the meaning given such term in the Recitals.
"PARC Aggregate Amount Funded" shall mean the aggregate amount funded by
the PARC Guarantors pursuant to the Limited Rent Guaranty (PARC).
"PARC Guarantor Default Notice" shall have the meaning given such term in
Section 2.A. hereof.
"Parc Guarantors" shall mean PARC Management, LLC, a Florida limited
liability company, PARC Operations LLC, a Florida limited liability company, and
PARC Investors, LLC, a Florida limited liability company.
"PARC Guarantor Unfunded Rent Due" shall have the meaning given such term
in Section 2.A. hereof.
"PARC Guaranty Funding Limit" shall mean the guaranty funding limit
applicable to the PARC Guarantors pursuant to the Limited Rent Guaranty (PARC).
"Persons" shall have the meaning given such term in the Leases.
"Personal Property Landlord(s)" shall have the meaning given such term in
the Preamble.
"Preamble" shall mean the first paragraph of this Agreement.
"Promissory Note" shall have the meaning given such term in the Securities
Purchase Agreement.
"Propert(ies)" shall have the meaning given such term in the Recitals.
"Personal Property Landlord(s)" shall have the meaning given such term in
the Preamble.
"Recitals" shall mean paragraphs A through F under the heading "Recitals"
in this Agreement.
"Rent" shall have the meaning given such term in the Leases.
"Rent Default Notice" shall have the meaning given such term in Section
2.A. hereof.
"Rent Due" shall have the meaning given such term in Section 2.A. hereof.
"Securities Sellers" shall have the meaning given such term in the
Recitals.
"Tenant(s)" shall have the meaning given such term in the Recitals.
"Transfer" shall have the meaning given such term in the Leases.
"Unlawful Provisions" shall have the meaning given such term in Section 12
hereof.
SECTION 2
GUARANTY
Subject to the following provisions of this Section 2, Guarantor hereby
absolutely, unconditionally and irrevocably guarantees to Landlord the full,
complete and timely payment to Landlord of all Rent, up to a maximum amount
equal to the Guaranteed Funding Limit (collectively, "Guaranteed Rent"). Subject
to the terms, provisions and limitations of this Guaranty, this Guaranty is an
absolute, irrevocable and unconditional guaranty of payment. For purposes
hereof, and notwithstanding anything to the contrary contained in the Leases, it
is expressly understood and agreed that the Guaranteed Rent guaranteed hereunder
shall not include any additional amounts, including, without limitation, any
sums for damages arising from an Event of Default or termination of the Leases,
specifically including damages computed on the basis of the acceleration of any
Rent due under the Leases, it being understood and agreed that Guarantor's
agreement to pay Guaranteed Rent hereunder shall not exceed the amount of Rent
payable during the Guaranty Term in accordance with the Leases. The parties
hereto agree to the following:
A. In the event that Tenant shall fail to pay when due (taking into
account any applicable cure period) any Rent (the "Rent Due") under the Lease (a
"Default"), Landlords shall deliver written notice of such Default by Tenant to
Guarantor and to PARC Guarantors (the "Rent Default Notice"). In the event that
PARC Guarantors fail to pay to Landlords any portion or all of the Rent Due
within ten (10) calendar days after the Rent Default Notice, the Landlords shall
provide Guarantor with written notice of any Rent Due (the "PARC Guarantor
Unfunded Rent Due") that PARC Guarantors have failed or refused to pay (the
"PARC Guarantor Default Notice"). Guarantor shall pay to Landlords, the PARC
Guarantor Unfunded Rent Due, within ten (10) calendar days following Guarantor's
receipt of the PARC Guarantor Default Notice (the "Guarantee Payment Date").
B. Subject to the terms, provisions and limitations of this Guaranty, this
Guaranty is a continuing Guaranty and shall remain in full force and effect
until the termination or expiration of the Guaranty Term.
C. Guarantor also agrees, as principal obligor and not as a guarantor
only, to pay to Landlord, in immediately available funds, all interest on
amounts recoverable under this Guaranty, from the date of Guarantee Payment Date
until payment, at the Overdue Rate.
F. Any payment of Rent made to Landlord in accordance with this Guaranty
shall be deemed to cure any Event of Default under the Lease with respect solely
as to an Event of Default with respect to payment of Rent and only to the extent
of Rent actually paid hereunder.
SECTION 3
GUARANTY TERM
The term of this Guaranty (the "Guaranty Term") shall be the period
commencing on the Effective Date and ending on the earliest to occur of:
1. the first date on which the Aggregate Amount Funded equals the
Guaranty Funding Limit;
2. the date the Guaranty Funding Limit equals zero;
3. the date on which the last of the Leases terminates pursuant
to the terms thereof, other than a termination due to an Event
of Default by Tenant (except that Rent accrued up to the date
of such termination and unpaid shall be and remain guaranteed
amounts hereunder until paid); and
4. the date of a transfer of the Leases to a Permitted
Third-Party Assignee pursuant to Section 16.1 of the Leases.
SECTION 4
LEASES
Guarantor has received copies of the Leases and hereby acknowledges the
terms, covenants and conditions of the Leases. The Leases shall not be amended,
modified or supplemented in any material respect without Guarantor's prior
written consent., which consent shall not be unreasonably withheld, conditioned
or delayed. Landlord agrees to provide notice of any Event of Default under the
Leases to Guarantor as soon as practicable after Landlord has knowledge of such
Event of Default.
SECTION 5
WAIVERS BY GUARANTOR
Subject to Section 2 hereof, Guarantor hereby waives (a) notice of any
default hereunder and any default, breach or nonperformance or any Default or
Event of Default with respect to any of the Guaranteed Rent under the Leases,
(b) demand for performance or observance of, and any enforcement of any
provision of, or any pursuit or exhaustion of rights or remedies against
Tenants, under or pursuant to the Leases, or any agreement directly or
indirectly relating thereto and any requirements of diligence or promptness on
the part of Landlords in connection therewith, and (c) to the extent Guarantors
lawfully may do so, any and all demand and notices of every kind and description
with respect to the foregoing or which may be required to be given by any
statute or rule of law and, subject to Section 16 hereof, any defense of any
kind which it may now or hereafter have with respect to this Guaranty, the
Leases or the Guaranteed Rent guaranteed hereunder. Guarantor agrees that the
liability of Guarantor hereunder shall in no way be affected, diminished, or
released by (i) any forbearance or indulgence which may be granted to a Tenant
(or to any successor thereto or to any Person which shall have assumed the
obligations thereof) under the Lease, except if such forbearance or indulgence
amends, alters, modifies or otherwise affects the amount of Rent or the Tenant's
obligation to pay the Rent and, in such event only to the extent of such effect
on the amount of Rent or Tenant's obligation to pay the Rent, (ii) any waiver or
amendment of any term, covenant or condition in the Leases, except if such
waiver or amendment amends, alters, modifies or otherwise affects the amount of
Rent or the Tenant's obligation to pay the Rent and, in such event only to the
extent of such effect on the amount of Rent or Tenant's obligation to pay the
Rent or (iii) the acceptance of additional security.
SECTION 6
ENFORCEMENT
A. Subject to the terms and provisions of this Section, Guarantors agree
that this Guaranty may be enforced by any one or more Landlords. Guarantor
agrees that nothing herein contained shall prevent Landlords from suing on the
Leases, or from exercising any other right available to Landlords under the
Leases. The exercise of any of the aforementioned rights shall not constitute a
legal or equitable discharge of Guarantor, it being the purpose and intent of
Guarantor that its obligations under this Guaranty shall be absolute and
unconditional until the termination of this Guaranty pursuant to the terms of
this Guaranty. Guarantor's covenants and agreements set forth in this Section
shall survive the expiration or termination of this Guaranty.
B. If any litigation or other court action, arbitration or similar
adjudicatory proceeding is commenced by Landlords to enforce this Guaranty, all
fees, costs and expenses, including, without limitation, reasonable attorneys
fees and court costs, incurred by Landlords in such litigation, action,
arbitration or proceeding shall be reimbursed by Guarantor, as principal obligor
and not as a guarantor only, if Landlords are the prevailing party. If Landlords
prevail in part in such litigation, action, arbitration or proceeding, and loses
in part, the court, arbitrator or other adjudicator presiding over such
litigation, action, arbitration or proceeding shall award reimbursement of the
fees, costs and expenses incurred by Landlords on an equitable basis.
Guarantor's covenants and agreements set forth in this Section shall survive the
expiration or termination of this Guaranty and shall be due and payable
notwithstanding, and may in fact exceed, any and all limits set forth in this
Guaranty..
C. It is expressly understood and agreed by Guarantor and Landlords that
Landlords may appoint any one or more Landlord to exercise the rights of
Landlords hereunder.
SECTION 7
CLAIMS BY GUARANTOR AGAINST TENANTS
Nothing hereunder contained shall operate as a release or discharge, in
whole or in part, of any claim of Guarantor against Tenants by subrogation or
otherwise, by reason of any act done or any payment made by Guarantor pursuant
to the provisions of this Guaranty; but all such claims shall be subordinate to
the claims of Landlords.
SECTION 8
FAILURE TO FUND BY GUARANTOR
If Guarantor is required to provide funds to Landlords pursuant to this
Guaranty and fails to do so at such time Guarantor is required to do so
hereunder, interest at the Overdue Rate shall accrue and be due and owing by
Guarantor to Landlord for any Guaranteed Rent not paid when due (which interest
shall accrue from the date on which such amounts were required to be funded
hereunder until the date on which such amounts are actually funded); it being
understood and agreed that to the extent any amounts required to be paid by
Guarantor hereunder already include interest at the Overdue Rate pursuant to
Section 3.6 of the Leases, Guarantor shall not be required to pay such interest
twice. Guarantor's covenants and agreements set forth in this Section shall
survive the expiration or termination of this Guaranty.
SECTION 9
NOTICES
Notices, statements and other communications to be given under the terms
of this Guaranty shall be in writing and delivered by hand against receipt or
sent by certified or registered mail or Express Mail service, postage prepaid,
return receipt requested or by nationally utilized overnight delivery service,
addressed to the parties as follows:
To Landlords: c/o CNL Income Partners, LP
CNL Center at City Commons, 12th Floor
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Chief Financial Officer
Xxx Xxxxxxx, Vice President and
Corporate Counsel
with copy to:
Lowndes Drosdick Xxxxxx Xxxxxx & Xxxx, P.A.
000 Xxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Xx., Esquire
Fax: (000) 000-0000
To Guarantor: Six Flags, Inc.
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxxxx, Esquire
Fax: (000) 000-0000
with copy to:
Cadwalader, Xxxxxxxxxx & Xxxx LLP
Xxx Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Block, Esquire
Fax: (000) 000-0000
or at such other address as is from time to time designated by the party
receiving the notice. Any such notice that is mailed in accordance herewith
shall be deemed received when delivery is received or refused, as the case may
be.
SECTION 10
APPLICABLE LAW; JURISDICTION
This Guaranty shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to any conflicts of law
provisions thereof. The parties hereto submit to the personal jurisdiction of
the courts of the State of New York and the Federal courts of the United States
sitting in New York City, New York, and any appellate court to which an appeal
from any such state or Federal court may be taken, and hereby irrevocably and
unconditionally agree that all claims with respect to any such claim may be
heard and determined in such state court or, to the extent permitted by law, in
such Federal court. The parties agree that a final judgment in any such claim
shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment or in any other manner provided by law. Each of the parties hereto
irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Guaranty or any related matter in any New York state or Federal court
located in New York City, New York and the defense that such court is an
inconvenient forum for the maintenance of such claim.
SECTION 11
CUMULATIVE RIGHTS
All the rights of the parties herein are cumulative and not alternative
and may be enforced successively or concurrently. Failure of any party to
exercise any of its rights shall not be deemed a waiver thereof, and no waiver
of any of a party's rights shall be deemed to apply to any other rights.
SECTION 12
SEVERABILITY
In case any provision (or any part of any provision) contained in this
Guaranty shall for any reason be held to be invalid, illegal or unenforceable in
any respect (an "Unlawful Provision"), such Unlawful Provision shall not affect
any other provision (or remaining part of the affected provision) of this
Guaranty, but this Guaranty shall be construed as if such Unlawful Provision had
never been a part of this Guaranty unless such Unlawful Provision materially
affects the benefits and burdens anticipated by the parties in entering into
this Guaranty.
SECTION 13
GRAMMAR
When used herein, the singular shall include the plural; the plural the
singular; and the use of any gender shall be applicable to all genders.
SECTION 14
TIME OF THE ESSENCE
Time is of the essence in the performance of the obligations and
undertakings of the parties hereto.
SECTION 15
CAPTIONS
The captions appearing in this Guaranty are inserted only as a matter of
convenience and do not define, limit, construe or describe the scope or intent
of the sections of this Guaranty or in any way affect this Guaranty.
SECTION 16
MISCELLANEOUS
A. Limitation of Liability. Nothing in this Guaranty shall create any
liability or obligation for Guarantor to pay the Guaranteed Rent or any of the
other amounts due hereunder to the extent Tenants would not have liability or
otherwise be responsible to Landlords for Rent under the Leases. Guarantor shall
have the right to assert as a defense to any of its liabilities and obligations
hereunder any defense that is available to Tenants under the Leases.
Notwithstanding the foregoing to the contrary, the obligations of Guarantor
contained in this Guaranty shall nevertheless remain in full force and effect
and shall be binding upon Guarantor if Tenant is under no legal obligation to
pay any Rent under the Lease as a result of insolvency, bankruptcy, or other
similar proceedings affecting Tenant or any assets of Tenant.
B. Reimbursement, Subrogration, Etc. In the event that Guarantor pays any
amount of Guaranteed Rent hereunder, such amount paid by Guarantor, including
any interest thereon, plus the amount of any fees, expenses or costs paid by
Guarantor in accordance with Section 6 hereof, shall become a debt obligation of
Tenant and the Parc Guarantors to Guarantor and, notwithstanding any prohibition
to the contrary contained in the Leases, Tenant shall deliver a promissory note
to Guarantor, substantially in the form of the Promissory Note, in the amount of
the Guaranteed Rent paid, and any interest paid thereon, in accordance with this
Guaranty. The obligations under such note shall rank senior to the Promissory
Note but shall be expressly subordinate to the Lease and the Limited Rent
Guaranty (PARC). Until all obligations of Tenants under the Leases shall have
been paid and performed in full, Guarantor shall have no right of subrogation,
and Guarantor waives any defense it may have based upon any election of remedies
by Landlords which destroy Guarantor's subrogation rights or Guarantor's rights
to proceed against Tenants for reimbursement, (including, without limitation,
any loss of rights Guarantor may suffer by reason of any rights, powers or
remedies of Tenants in connection with any anti-deficiency laws or any other
laws limiting, qualifying or discharging the indebtedness to Landlord). If,
notwithstanding such waiver, any funds shall be paid or transferred to Guarantor
on account of such subrogation, contribution, or other similar rights at any
time when all of the obligations of Tenants have not been paid in full,
Guarantor shall hold such funds in trust for Landlords and shall forthwith pay
over to Landlords such funds to be applied by Landlords to the obligations of
Tenants. Nothing contained in this paragraph shall limit Holder's right to be
paid under the Promissory Note or any other note issued in accordance herewith
so long as Tenants are current in all Rent due and payable to Landlords so long
as there is no continuing Event of Default under the Leases.
C. Continuing Enforcement. If, after receipt of any payment under this
Guaranty, Landlords are compelled or agree, for settlement purposes, to
surrender such payment to any Person relating to Guarantor's insolvency,
bankruptcy or inability to pay its debts as they become due or as a direct
result of Guarantor's actions (including, without limitation, a determination
that such payment is void or voidable as a preference or fraudulent conveyance,
an impermissible setoff, or a diversion of trust funds), Guarantor's obligation
to fund under this Guaranty shall continue (subject to such other limitations as
are set forth herein) as if the payment (which was so surrendered) had not been
made. The provisions of this Section shall survive the termination of this
Guaranty.
D. Remedies Cumulative. No remedy herein conferred upon a party hereto is
intended to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity (including, without limitation, the
right to seek the remedy of specific performance) or by statute or otherwise.
E. Entire Agreement. This Guaranty constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and shall
supersede and take the place of any other instruments purporting to be an
agreement of the parties hereto relating to the subject matter hereof.
F. Counterparts. The parties agree that this Guaranty may be signed and
delivered in counterparts.
[Signatures Begin on Next Page]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Guaranty with the intention of creating an instrument under seal.
GUARANTOR:
SIX FLAGS, INC.,
a Delaware corporation
By:
---------------------------------
Name: __________________________
Title: __________________________
LANDLORDS:
CNL INCOME DARIEN LAKE, LLC,
a Delaware limited liability company
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME ELITCH GARDENS, LLC,
a Delaware limited liability company
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME ENCHANTED VILLAGE, LLC,
a Delaware limited liability company
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME FRONTIER CITY, LLC,
a Delaware limited liability company
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME SPALASHTOWN, LLC,
a Delaware limited liability company
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME WATERWORLD, LLC,
a Delaware limited liability company
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME WHITE WATER BAY, LLC,
a Delaware limited liability company
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME DARIEN LAKE TRS CORP.,
a Delaware corporation
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME ELITCH GARDENS TRS CORP.,
a Delaware corporation
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME ENCHANTED VILLAGE TRS CORP.,
a Delaware corporation
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME FRONTIER CITY TRS CORP.,
a Delaware corporation
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME SPASHTOWN TRS CORP.,
a Delaware corporation
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME WATERWORLD TRS CORP.,
a Delaware corporation
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CNL INCOME WHITE WATER BAY TRS CORP.,
a Delaware corporation
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
TENANTS:
[ADD SIGNATURE BLOCKS FOR TENANTS]
Signature Page to Limited Rent Guaranty
