CONTRACT 6261-B OtherAgreement No. 6261 B
ESTOPPEL CERTIFICATE AND CONSENT
Dated: � 2023
SPIRIT REALTY, L.P.
2727 N. Harwood Street, Suite 300
Dallas, TX 75201
Attention: Property Management
Re: Due Diligence and Recreation Ground Lease Agreement (the "Mhster Lease"), by
and between THE CITY OF EL SEGUNDO, a General Law Municipal corporation
("Lessor") and. ES CENTERCAL, LLC, a Delaware limited liability company
(`Lessee"), dated February b, 2021, relating to property located in the City of El
Segundo, County of Los Angeles, State of California, as legally described on
Exhibit A of the Master Lease; Ground Sublease Agreement dated February S, 2021
(the "Sublease") by and between Lessee and TopGolf USA El Segundo, LLC
("Seller"). Capitalized terms that are not defined herein shall have the meanings
ascribed to them in the Master Lease.
To whom it may concern:
The undersigned hereby acknowledges that SPIRIT REALTY, L.P., a Delaware limited
partnership, and its successors and permitted assigns (°`Purchaser" ), may agree or has agreed to
purchase the Seller's interest in the Premises pursuant to that certain [Purchase and Sale Agreement]
by and between Seller and Purchaser. In connection therewith, the undersigned hereby certifies,
acknowledges and agrees as of the date first set forth above aq follows:
The Master Lease is in full force and effect and unmodified;
2. Lessee is not in default in the payment of Rent (as such term is defined in the
Master Lease) to Lessor;
To the knowledge of Lessor, neither party is in default in the performance or
observance of any other covenant or condition to be performed or observed under
the Master Lease;
4. To the knowledge of Lessor, no event has occurred that authorized, or with the lapse
of time will authorize, Lessor to terminate the Master Lease;
5. To the knowledge of Lessor, neither Lessee nor Lessor has any offsets,
counterclaims,, or defenses and all Conditions Precedent (as such term is defined in
the Master Lease) have been satisfied;
6. The date through which Rent has been paid to Lessor is 1-1JA
7. Lessor consents to the assignment of the Sublease by Seller to Purchaser (the
"Sublease Assignment);
Agreement No. 6261 B
8. Lessor consents to the sub -sublease of the Premises by Purchaser to Seller; and
9. Lessor acknowledges and agrees that the existing requirements in Section 11.2 of the
Master Lease which provide that the Golf Course Management Agreement be
executed (i) by the person or entity that is subleasing and/or operating the Premises
Improvements or, (ii) in the event Lessee delivers a Non -Operation Notice and the
Premises will be reopened for business to the public, by any replacement Operator of
the driving range approved by Lessor pursuant to Section 18 of the Master Lease,
shall continue to apply and execution of the Golf Course Management Agreement by
Topgolf El Segundo, an affiliate of TGH, or a replacement Operator approved by
Lessor, as applicable, satisfies these requirements.
Lessor has agreed to execute this Estoppel Certificate and Consent (this "Certificate') with the
recognition and understanding that Purchaser will be relying on this Certificate and the matters set
forth herein in purchasing Seller's interest in the Premises, and that Purchaser would not purchase
Seller's interest in the Premises without the execution and delivery of this Certificate by the
undersigned.
Furthermore, each of Purchaser and Seller acknowledge and agree that the effectiveness of this
Certificate is contingent on the occurrence of (i) the Sublease Assignment on or prior to January
31, 2024, and (ii) the execution by all parties thereto, concurrently with execution of the Sublease
Assignment, of each of (a) that certain Acknowledgment of Lease Terms, by and arnong Purchaser;
Seller, and Lessee, in the form attached hereto as Egibit A and (b) that certain.. Guarantor
Acknowledgment of Guaranty, by TG Holdings I, LLC, a Delaware limited liability company, in
the form attached hereto as :Exhibit B. If the conditions set forth in this paragraph are not timely
satisfied, this Certificate shall become null and void as if this Certificate had not been executed by
Lessor.
2
Agreement No. 6261 B
LESSOR:
THE CITY OF EL SEGUNDO,
a general law City and Municipal
corporation
1 W91011
Mre
OW
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City Clark
Cif of El Segundo
[Signature Page to Owner Estoppel Certificate and Consent]
Agreement No. 6261 B
PURCHASER:
SPIRIT REALTY, L.P.,
a Delaware limited partnership
By: Sprit General. OP Holdings, LLC,
a Delaware limited liability company,
its general partner
By:
Printed Name: Ken Heimlich
Title: Executive Vice President and
Chief Investment Officer
[Signature Page to Ground Lease Estoppel Certificate and Consent]
Agreement No. 6261 B
Exhibit A
Acknowledgment of Lease Terms
[To be attached]
Exhibit A - 1
Agreement No. 6261 B
THIS ACKNOWLEDGMENT OF LEASE TERMS (this "Acknowledgment") is made and
entered into this 21st day of December-, 2023 by Sprit Realty, L.P., a Delaware limited partnership
("Spirit Realty"), Topgolf USA El Segundo, LLC, a Delaware limited liability company ("Topgolf El
Segundo"), and ES CENTERCAL, LLC, a Delaware limited liability company ("Centercal").
RECITALS
A. The City of El Segundo, a General Law Municipal corporation (the "City of El Segundo")
and Centercal entered into that certain Due Diligence and Recreation Ground Lease Agreement, dated as
of February 6, 2021 (the "Master Lease") for the lease of that certain real property owned by the City of
El Segundo located in the City of El Segundo, State of California, as set forth in Exhibit A-1 of the Master
Lease (the "Premises").
B. Topgolf El Segundo and Centercal entered into that certain Ground Sublease Agreement,
dated as of February 8, 2021 (the "Sublease") for the sublease by Topgolf El Segundo of the Premises from
Centercal.
C. Topgolf El Segundo and Spirit Realty intend to enter into that certain Agreement of Sale
and Purchase (as amended, the "Purchase and Sale Agreement"), for the assignment by Topgolf El
Segundo of its leasehold interest in the Sublease to Spirit Realty (the "Assignment").
D. Effective as of the closing of the transaction set forth in the Purchase and Sale Agreement
(the "Closing"), Topgolf El Segundo and Spirit Realty will enter into an Operating Sublease (the
"Operating Sublease") for the leaseback of the leasehold interest in the Sublease from Spirit Realty to
Topgolf El Segundo (the "Leaseback").
E. The City of El Segundo has requested, in connection with providing its consent to the
Assignment and the Leaseback, that Spirit Realty and Topgolf El Segundo enter into this Acknowledgment.
NOW, THEREFORE, each of Topgolf El Segundo, Spirit Realty and Centercal irrevocably
represent, warrant, acknowledge and agree that neither the Purchase and Sale Agreement or the Operating
Sublease in any way alters the terms or conditions of the Master Lease.
FURTHERMORE, each of Topgolf El Segundo and Spirit Realty acknowledge and agree that the
Outside Date (as such term is defined in the Purchase and Sale Agreement) for the Closing is January 31,
2024 and that Topgolf El Segundo will provide written confirmation of the Closing to the City of El
Segundo as soon as reasonably possibly following the Closing, which confirmation may be delivered via
email to Mark Hensley, City Attorney, at mhensley@hensleylawgroup.com with a copy to Darrell George,
City Manager, at dgeorge@elsegundo.org.
This Acknowledgment shall be governed by, and construed in accordance with, the laws of the
state of California.
[Signatures on Next Page.]
Agreement No. 6261 B
TOPGOLF EL SEGUNDO:
Topgolf USA El Segundo, LLC,
a Delaware limited liability company
By: ✓GU
Name: Cana Arevalo
Title: Manager
[Signatures continued on next page
[Signature Page to Acknowledgment of Lease Terms]
Agreement No. 6261 B
SPAT REALTY. L.P.:
SPIRIT REALTY, L.P.,
a Delaware limited partnership
By: Spirit. General OP Holdings, LLC,
a Delaware limited liability company,
its general partner
By:
Printed Name: ken Heimlich
Title: Executive Vice President and
Chief Investment Officer
[Signature Page to Acknowledgement of Lease Terms]
Agreement No. 6261 B
CENTERCAL
ES CENTERCAL, LLC,
a Delaware 11mited liability company
By.,
Name:
Title:
[End of Signatures.]
[Signature Page to AcknoWedg»tent of Lease Terms]
Agreement No. 6261 B
Exhibit B
Acknowledgment of Guaranty
[To be attached]
Exhibit B
Agreement No. 6261 B
GUARANTOR ACI(NOWLEDGMENT OF GUARANTY
THIS GUARANTOR ACKNOWLEDGMENT OF GUARANTY (this "Acknowledgment") is
made and entered into this 21st day of December , 2023 by TG Holdings I, LLC, a Delaware limited
liability company ("Guarantor").
RECITALS
A. Guarantor, an affiliate of Topgolf USA El Segundo, LLC, a Delaware limited liability
company ("Topgolf El Segundo") entered into that certain Guaranty Agreement, dated as of February 6,
2021 (the "Master Lease Guaranty Agreement"), for the benefit of The City of El Segundo, a General
Law Municipal corporation (the "City of El Segundo"), in connection with that certain Due Diligence and
Recreation Ground Lease Agreement, dated as of February 6, 2021 (as amended, the "Master Lease"), by
and between the City of El Segundo and ES Centercal, LLC, a Delaware limited liability company
("Centercal") for the lease by Centercal of that certain real property owned by the City of El Segundo
located in the City of El Segundo, State of California, as set forth in Exhibit A-1 of the Master Lease (the
"Premises").
B. Topgolf El Segundo and Centercal entered into that certain Ground Sublease Agreement,
dated as of February 8, 2021 (as amended, the "Sublease") for the sublease by Topgolf El Segundo of the
Premises from Centercal.
C. Topgolf El Segundo and Spirit Realty, L.P., a Delaware limited partnership ("Spirit
Realty") entered into that certain Agreement of Sale and Purchase, dated as of[ December 21st , 2023] (as
amended, the "Purchase and Sale Agreement"), for the assignment by Topgolf El Segundo of its leasehold
interest in the Sublease to Spirit Realty (the "Assignment").
D. Effective as of the closing of the transaction set forth in the Purchase and Sale Agreement
(the "Closing"), Topgolf El Segundo and Spirit Realty will enter into an Operating Sublease (the
"Operating Sublease") for the leaseback of the leasehold interest in the Sublease from Spirit Realty to
Topgolf El Segundo (the "Leaseback").
E. The City of El Segundo has requested, in connection with providing its consent to the
Assignment and Leaseback, that Guarantor enter into this Acknowledgment.
NOW, THEREFORE, Guarantor hereby acknowledges, ratifies, confirms, and agrees to be bound
by the Master Lease Guaranty Agreement as such pertains to Guarantor. The Guarantor hereby agrees that
(i) the Assignment and the Leaseback and (ii) the extension of the Basic Term (as such term is defined in
the Master Lease) to end on [ December 21 „ , 2043], as set forth in that certain Amendment No. 2 to the
Due Diligence and Recreation Ground Lease Agreement, dated as of be emeber 21, 20231, do not affect or
in any way diminish the guaranty obligations of the Guarantor under the Master Lease Guaranty, all of
which remain in full force and effect.
FURTHERMORE, Guarantor acknowledges and agrees that the Outside Date (as such term is
defined in the Purchase and Sale Agreement) for the Closing is January 31, 2024 and that Topgolf El
Segundo will provide written confirmation of the Closing to the City of El Segundo as soon as reasonably
possibly following the Closing, which confirmation may be delivered via email to Mark Hensley, City
Attorney, at mhensley@hensleylawgroup.com with a copy to Darrell George, City Manager, at
dgeorge@elsegundo.org.
Agreement No. 6261 B
This Acknowledgment shall be governed by, and construed in accordance with, the laws of the
state of California.
[Signatures on Next Page.]
Agreement No. 6261 B
U 1 ICI)
TG HOLDINGS I, LLC,
a Delwar Iimited liability company
By:
Name: Sn ana A e alo
Title: Manager
[Signature Page to Acknowledgment and Restatement of Master Lease Guaranty]