Okaloosa County BOCC — April 21, 2015 — Collateral Request

ANCHORS ¢ SMITH ¢ GRIMSLEY ‘% RECEIVED A PROFESSIONAL LIMITED COMPANY q ;')7 ‘ C.) ATTORNEYS AND COUNSELORS AT LAW ) 909 MAR WALT DRIVE, SUITE 1014 FORT WALTON BEACH, FL 32547-6711 (850) 863-4064 (850) 862-1138 Fax (850) 664-5728 Fax WWW.ASGLEGAL.COM SHIRAZ A. HOSEIN JEEFREY L. BURNS* N. GRESHAM FOSTER DEWEY PARKER DESTIN KYLE S. BAUMAN C. LEDON ANCHORS JAMES W. GRIMSLEY STEVEN B. BAUMAN C. JEFFREY MCINNIS RICHARD P. PETERMANN* TIMOTHY W. SHAW April 1, 2015 * ALSO ADMITTED IN ALABAMA Jason Autry, P.E. VIA ELECTRONIC MAIL & Public Works Director REGULAR U.S. MAIL County Engineer - Okaloosa County Public Works 1759 S. Ferdon Blvd. Crestview, FLL 32536 Our client: ~ DBR Entertainment Productions, LLC as lease assignee of Dominion Capital, LLC In Re: Collateral Assignment of Lease/Landlord’s Waiver Dear Jason: As you know I represent DBR Entertainment Productions, LL.C, who is the successor by assignment to Dominion Capital, LLC, to the lease with Okaloosa County for the property on Okaloosa Island which is being developed as Wild Willy’s Adventure Zone. OQur clients are nearing completion of the project development and are preparing to commence operations. Thus far in the development of the property and in preparation of the facilities for operation, there has been approximately $6.8 million dollars of cash financing invested into the property by our client. They are now working with Centennial Bank in order to obtain additional funding for the final acquisition of furniture, fixtures and equipment necessary to finish the project in preparation for commencement of operations. As a requirement of that loan, the Bank has asked that our client provide to them a collateral assignment of the lease, including a landlord’s lien waiver, to secure the loan. A copy of the document that has been prepared by attorneys for Centennial Bank is attached for your information and review. This security instrument would not create a mortgage lien on the real estate which is the subject of the lease, but would encumber the leasehold interest and the other collateral owned by our client as defined under Section 6 of the Collateral Assignment document. On behalf of our client, I would appreciate you reviewing this request and, if required, forwarding the documentation and request to the Board of County Commissioners for their approval. I would appreciate this request being scheduled on an agenda for the Board of County Commissioners as soon as possible. I would appreciate you notifying me of the Board meeting at which this request will be considered. By copy of this correspondence and the attachment I am providing this same information to County Attorney Greg Stewart for his information and review as well. If you need any further information or have questions, please do not hesitate to give me a call. Sincerely, CIM/cm Enclosures cc: DBR Entertainment Productions, LLC (with enclosure) Greg Stewart, Esq. (with enclosure) Prepared by and after recording return to: Barron & Redding, P.A. Attn: Holly K. Melzer, Esq. P.O. Box 2467 Panama City, FL 32402 COLLATERAL ASSIGNMENT OF LEASE/LANDLORD’S WAIVER This COLLATERAL ASSIGNMENT OF LEASE, ("Agreement"), is made and entered into as of this __ day of April, 2015, by and between DBR ENTERTAINMENT PRODUCTIONS, LLC, its permitted assigns and successors, having an address of 1306 Miracle Strip Parkway, SE, Fort Walton Beach, FL 32548, ("Assignor"), CENTENNIAL BANK, its successors and/or assigns, having an address of 2200 Stanford Avenue, Panama City, FL 32405, ("Assignee"), and OKALOOSA COUNTY, a political subdivision of the State of Florida, ("Landlord"). WITNESSETH: WHEREAS, Assignee has loaned Assignor the sum of $900,000.00 (the "Loan"), the Loan being evidenced by a Promissory Note dated April _ , 2015, and other associated documents, (the "Loan Documents"), duly executed and delivered by Assignor to Assignee; and WHEREAS, to further induce Assignee to make the Loan, Assignor has