CONTRACT 6261-C Leasing AgreementAgreement No. 6261-C
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Recorded/Filed in Official Records
Recorder's Office, Los Angeles County,
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12/29/23 AT 08:OOAM
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FEES: 58.00
TAXES: 41,250.00
OTHER: 0.00
PAID: 41,308.00
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greement No. 6261-C
Recording Requested by:
Chicago Title Company
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO.
Topgolf USA El Segundo LLC
8750 N. Central Expressway, Suite 1200
Dallas, Texas 75231
Attn: Legal Department"
THIS SPACE ABOVE FOR RECORDER'S USE
413 8-014-920
Address: 400 Pacific Coast Highway, El Segundo, CA
THE UNDERSIGNED ASSIGNOR DECLARE(s)
DOCUMENTARY TRANSFER TAX $41.250.00 CITY TAX $0—.00
City of C1 SCOUV* , and County of Los Angeles
X COMPUTED ON FULL VALUE OF PROPERTY CONVEYED.
COMPUTED ON FULL VALUE LESS LIENS AND ENCUMBRANCES REMAINING AT
TIME OF SALE.
ASSIGNMENT AND ASSUMPTION OF SUB -GROUND LEASE
(Topgolf/El Segundo, CA)
-:2L) , 2023 (the "Effective Date")
TIIIS ASSIGNMENT AND ASSUMPTION OF SUB -GROUND LEASE (this
"Assi n.ment") is entered into by and between TOPGOLF USA EL SEGUNDO, LLC, a
Delaware limited liability company with an address of 8750 N. Central Expressway, Suite 1200,
Dallas, Texas, 75231 ("Assi .nu '), as assignor, and SPIRIT REALTY, L.P., a Delaware limited
partnership with an address of 2727 North Harwood Street, Suite 300 Dallas, Texas, 75201
("Assi nape"), as assignee. The Lease Term of the Sub -Ground Lease (as defined below),
including each of the six (6) renewal periods of five (5) years each (collectively, the "Renewal
Periods"), commenced on the Effective Date and shall expire on February 17, 2071.
Recitals
A. Assignor, as tenant, and ES CENTERCAL, LLC, a Delaware limited liability company
("Sub -Landlord)"), as landlord are parties to that certain Ground Sublease Agreement effective as
of February 8, 2021 as amended by that certain First Amendment to Ground Sublease Agreement
dated February 15, 2022 and that certain Second Amendment to Ground Sublease Agreement
Topgolf (El Segundo, CA)
Assignment and Assumption of Sub -Ground Lease
S05595/P06226/Lo4682
Agreement No. 6261-C
dated of even date herewith (collectively, the "Sub -Ground. Lease") regarding the Demised
Premises as more particularly. described therein, as evidenced by that certain Memorandum of
Lease recorded June 4, 2021 in the Official Records of Los Angeles County, California (the
"Memorandum"). Instrument Nn. 202110889659 O.R.
B. The Sub -Ground Lease covers that certain real property located at 400 Pacific Coast
Highway, El Segundo, CA, and more particularly described in Exhibit A attached hereto (the "Real
Estate").
C. Pursuant to the terms of that certain Purchase and Sale Agreement, dated as of the Effective
Date, entered into by and between Assignor and Assignee (as may be assigned, amended and/or
modified, the "Purchase A regiment"), Assignor agreed to sell to Assignee, and Assignee agreed
to purchase from Assignor, inter alia, Assignor's right, title and interest in and to the Sub -Ground
Lease, the Facilities, all as more particularly described in the Purchase Agreement (collectively,
the "Property"). Capitalized terms not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Purchase Agreement.
D. The Purchase Agreement provides that Assignor shall assign to Assignee all of Assignor's
right, title and interest in and to the Sub -Ground Lease, the Facilities, and the Property, and that
Assignor and Assignee shall enter into this Assignment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
Assignor and Assignee hereto hereby agree as follows:
Assignment
1. Assi nment of Sub -Ground Lease. On the Effective Date, Assignor hereby assigns,
sets over, transfers and conveys to Assignee all of Assignor's right, title and interest in, to and
under the Property and Sub -Ground Lease as of the date hereof, together with all rights associated
therewith, and all rights and interests granted to Assignor in the Memorandum. Assignee hereby
accepts the foregoing assignment ("Assigned Interest").
2. Assumption of Sub -Ground Lease. Assignee, by acceptance of this Assignment,
Sub -Ground Lease, and the Assigned Interest, hereby assumes and agrees to keep, observe and
perform all of the covenants, conditions, terms and provisions under the Sub -Ground Lease to be
kept, observed and performed by the tenant therein from and after the Effective Date.
3. Transfer and. Conve ance of Property and Facilities. Assignor hereby assigns, sets
over, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the
Property and the Facilities, consisting of all improvements, appurtenances, and fixtures (excluding
trade fixtures) on the Real Estate, but expressly excluding Seller's IP and Personalty.
4. Sevrbl.ty. If any term or provision of this Assignment or the application thereof
to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of
this Assignment or the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Assignment shall be valid and enforced to the fullest extent permitted by law.
2
Agreement No. 6261-C
5. CounteUWLs. This Assignment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which when taken together shall constitute one
and the same instrument, and Assignor and Assignee agree that the use of pdf signatures (by email)
for the negotiation and execution of this Assignment shall be legal and binding and shall have the
same full force and effect as if originally signed.
6. Miscellaneous. This Assignment and the obligations of Assignor and Assignee
herein shall (a) survive the closing of the Transaction, (b) not be merged therein, and (c) be binding
upon and inure to the benefit of Assignor and Assignee hereto, their respective legal
representatives, successors and assigns and may not be modified or amended in any manner other
than by a written agreement signed by the party to be charged therewith.
[Signature pages follow.]
3
Agreement No. 6261-C
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment to be
enforceable on the Effective Date.
ASSIGNOR:
TOPGOLF USA EL SEGUNDO, LLC,
a Delaware limited liability company
l
By: �vl
Name: Susana Arevalo
Title: Manager
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of the document.
STATE OF TEXAS
COUNTY OF DALLAS
The foregoing instrument was acknowledged and sworn to before me by Susana Arevalo,
as Manager of TOPGOLF USA EL SEGUNDO, LLC, a Delaware limited liability company, and
being authorized to do so, executed the foregoing instrument for the purposes therein contained,
by signing on behalf of said limited liability company.
WITNESS my hand, at office, this till -day of December, 2023.
NOTARY PUBLIC
Print: Sandra Riddels
Notary ID: 2226291
My Commission Expires: SEAL:SANDRARIDDELS
My Notary ID # 2226291
9/712023 * % Expires September 7, 2026
[Signature page to Assignment and Assumption of Sub -Ground Lease]
Agreement No. 6261-C
ASSIGNEE:
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
STATE OF TEXAS ]
] SS,
COUNTY OF DALLAS ]
Before me, the undersigned Notary Public, on this /� day of �t tL , 2023,
personally appeared Ken Heimlich, known to me to be the person whose name is subscribed to
the foregoing instrument, and known to me to be as Executive Vice President and Chief
Investment Officer of Spirit General OP Holdings, LLC, a Delaware limited liability company,
general partner of SPIRIT REALTY, L.P., a Delaware limited partnership, on behalf of said
entity and who acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed, and as the act of said company. r
jrlj��
N�taey Public
My Commission Expires:
( - a (-aoa
[Notarial Seal]
MEREDITH KERR
Notary Public, State of Texas
zo r' ,E Comm. Expires 01-21-2024
`' 1ary* ID 10067367
[Signature page to Assignment and Assumption of Sub -Ground Lease]
Agreement No. 6261-C
EXHIBIT A
Street Address: 400 Pacific Coast Highway, El Segundo, CA
Le sI De cri tion:
The Land referred to herein below is situated in the City of El Segundo, County of Los Angeles, State of
California, and is described as follows:
PARCEL 2 OF THAT CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT RECORDED FEBRUARY
3, 2021 AS INSTRUMENT N0, 20210191742� OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:
THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 17749 AS PER MAP FILED IN BOOK 207, PAGES 5+
THROUGH 60 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE;
BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE ALONG THE EAST LINE OF
SAID PARCEL NORTH 44020'30" WEST, 301.26 FEET TO THE TRUE POINT OF BEGINNING; THENCE
LEAVING SAID EAST LINE ALONG THE FOLLOWING SEVEN (7) COURSES:
1. SOUTH 81023'50" WEST, 86.36 FEET;
2. SOUTH 36034'02" WEST,49.32 FEET;
3. SOUTH 81023'50" WEST,491.83 FEET;
4. SOUTH 26006'34" WEST, 4.80 FEET;
5. SOUTH 82050'24" WEST, 85.69 FEET,
6. SOUTH 30000'00" WEST, 33.73 FEET;
7. SOUTH 90000'00" WEST, 217.98 FEET TO A POINT IN THE WEST LINE OF SAID PARCEL 1, SAID
POINT BEING DISTANT 1,272.63 SOUTHERLY FROM THE 2-INCH IRON PIPE WITH BRASS CAP STAMPED
"RCE 17889" AT THE SOUTHWESTERLY TERMINUS OF THE COURSE SHOWN ON SAID PARCEL MAP NO.
17749 AS "NORTH 89056'00" EAST 170.00' '.
TOGETHER WITH THE LAND DESCRIBED IN THE GRANT DEED RECORDED JULY 18, 1995 AS
INSTRUMENT NO. 95-1161504$ OF OFFICIAL RECORDS.
TOGETHER WITH THE LAND DESCRIBED IN THE GRANT DEED RECORDED JUNE 19, 1996 AS
INSTRUMENT NO. 96-7352, OF OFFICIAL RECORDS.
EXCEPT ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AND ALL OTHER
MINERALS WHETHER SIMILAR TO THOSE HEREINABOVE SPECIFIED OR NOT, DEPOSITED OR
CONTAINED IN, OR THAT MAY BE PRODUCED FROM THOSE FORMATIONS, ZONES OR HORIZONS
LYING BELOW FIVE HUNDRED (500� FEET FROM THE SURFACE OF THE ABOVE DESCRIBED REAL
PROPERTY, TOGETHER WITH THE SOLE AND EXCLUSIVE RIGHTS AND PRIVILEGES TO INJECT INTO
ANY FORMATION, ZONE OR HORIZON LYING BELOW FIVE HUNDRED FEET (500) FROM THE SURFACE
OF SAID REAL PROPERTY, ETHER WET OR DRY GAS, REGARDLESS OF WHERE THE SAME IS
PRODUCED, TO STORE THE SAME THEREIN, AND TO REMOVE OR WITHDRAW THE SAME THEREFROM
AT ANY TIME, OR FROM TIME TO TIME, PROVIDED THAT SAID GRANTOR, ITS SUCCESSORS AND
ASSIGNS, SHALL NOT HAVE ANY RIGHT OF ENTRY, AND SHALL NOT ENTER OR UPON ANY PART OF
THE SURFACE OF SAID REAL PROPERTY OR IN, UPON OR THROUGH ANY PORTION OF THE
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Agreement No. 6261-C
SUBSURFACE OF SAID REAL PROPERTY WHICH LIES WITHIN FIVE HUNDRED (500� FEET VERTICALLY
FROM THE SURFACE OF SAID REAL PROPERTY; BUT SAID GRANTOR, ITS SUCCESSOR AND ASSIGNS
SHALL HAVE THE RIGHT, IN CONNECTION WITH THE FOREGOING RESERVATION AND EXCEPTING, TO
PRODUCE, EXTRACT AND REMOVE SUCH OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON
SUBSTANCES, AND OTHER MINERALS DEPOSITED OR CONTAINED IN OR THAT MAY BE PRODUCED
FROM FORMATIONS, ZONES OR HORIZONS LYING BELOW FIVE HUNDRED (500') FEET FROM THE
SURFACE OF SAID REAL PROPERTY, BY MEANS OF WHIP -STOCK, SLANT OR DIRECTIONAL DRILLING
OR ANY OTHER METHOD OF PRODUCTION OR EXTRACTION CONDUCTED FROM, ON OR UPON ANY
OTHER REAL PROPERTY THAN THAT HEREINABOVE DESCRIBED, AS RESERVED IN DEED RECORDED
DECEMBER 1, 1947 AS INSTRUMENT NO. 534, OF OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBONS, NON -HYDROCARBON GASSES OR GASEOUS
SUBSTANCES, ALL OTHER MINERALS OR WHATSOEVER NATURE, WITHOUT REGARD TO SIMILARITY
TO THE ABOVE MENTIONED SUBSTANCES, AND ALL SUBSTANCES THAT MAYBE PRODUCED
THEREWITH FROM THE PROPERTY, AS RESERVED IN DEED RECORDED MAY 24, 1988 AS INSTRUMENT
NO. 88-825878, OF OFFICIAL RECORDS.
ALSO EXCEPT ALL GEOTHERMAL RESOURCES, EMBRACING INDIGENOUS STEAM, HOT WATER AND HOT
SPRINGS, STEAM AND OTHER GASSES, HOT WATER AND HOT BRINES RESULTING FROM WATER, GAS
OR OTHER FLUIDS ARTIFICIALLY INTRODUCED INTO SUBSTANCES FORMATIONS HEAT OR OTHER
ASSOCIATED ENERGY FOUND BENEATH THE SURFACE OF THE EARTH, AND BYPRODUCTS OF ANY OF
THE FOREGOING SUCH AS MINERALS (EXCLUSIVE OF OIL OR HYDROCARBON GAS THAT CAN BE
SEPARATELY PRODUCED) WHICH ARE FOUND IN SOLUTION OR ASSOCIATION WITH OR DERIVED
FROM ANY OF THE FOREGOING, AS RESERVED IN DEED RECORDED MAY 24, 1988 AS INSTRUMENT
NO. 88-8258781 OF OFFICIAL RECORDS.
ALSO EXCEPT THE SOLE AND EXCLUSIVE RIGHT FROM TIME TO TIME TO BORE, DRILL AND MAINTAIN
WELLS AND OTHER WORKS INTO OR THROUGH SAID PROPERTY AND THE ADJOINING STREETS,
ROADS AND HIGHWAYS BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF FOR THE
PURPOSE OF EXPLORING FOR AND PRODUCING ENERGY RESOURCES, TO PRODUCE, INJECT, STORE
AND REMOVE FROM AND THROUGH SUCH WELLS OR WORKS, OIL, GAS, WATER AND OTHER
SUBSTANCES OF WHATEVER NATURE, INCLUDING THE RIGHT TO PERFORM BELOW SAID DEPTH ANY
AND ALL OPERATIONS DEEMED NECESSARY OR CONVENIENT FOR THE EXERCISE OF SUCH RIGHTS.
THE RIGHTS HEREINABOVE EXCEPTED AND RESERVED TO GRANTOR DO NOT INCLUDE AND DO NOT
EXCEPT OR RESERVE ANY RIGHT TO USE THE SURFACE OF THE PROPERTY OF THE FIRST 500 FEET
BELOW THE SURFACE OF THE PROPERTY OR TO CONDUCT ANY OPERATIONS THEREON OR THEREIN
UNLESS HEREINAFTER SPECIFICALLY EXCEPTED AND RESERVED, ALL RIGHTS AND INTERESTS IN THE
SURFACE OF THE PROPERTY ARE HEREBY CONVEYED TO GRANTEE AS PROVIDED IN DEED RECORDED
MAY 24, 1988 AS INSTRUMENT NO. 88-825376, OF OFFICIAL RECORDS.
For conveyancing purposes only: APN 4138-014-920