ADDITIONAL INFORMATION - ESCROW LETTER.PDF

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March 16, 2017
VIA FEDEX
Maricopa County
c/o Betsy Pregulman
Deputy Maricopa County Attorney
222 N. Central, 11th Floor
Phoenix, AZ 85004
Re: Consent to Assignment and to an Amended and Restated Sub-Use Agreement (the “Consent”)
Property: Wet n’ Wild — Phoenix Water Park, Phoenix, Arizona
Dear Betsy:
As you know, our office represents EPR Properties and its subsidiary, EPR Parks, LLC ("EPR Parks’),
in connection with EPR Park’s acquisition of the Property from CLP Phoenix AZ Waterpark, LLC
(“CLP”) (the “Acquisition”). In connection with the Acquisition, and to the extent required under that
certain Use Management Agreement dated June 18, 2008 (as may have been amended and assigned
from time to time) (the “UMA”), CLP and EPR have requested that the County of Maricopa, a political
subdivision of the State of Arizona, (the “County”) and the Flood Control District of Maricopa County, a
political subdivision of the State of Arizona, (the “FCD”) consent to the assignment of the UMA by
operation of law from CLP to EPR Parks and to an Amended and Restated Sub-Use Agreement (the
“Sub-UA”), which request is scheduled to be reviewed by the County and the FCD at the meeting
scheduled for March 22, 2017.
In connection with such request, please find enclosed the following original documents, which are to be
held in escrow by the County pending the closing of the Acquisition:
1. Five (5) original counterpart signature pages to the Consent, executed by EPR Parks; and
2. Five (5) original counterpart signature pages to the Consent, executed by Arizona Park
Holdings, LLC.
Upon the County’s and FCD’s approval of the Consent, please return to my attention a fully executed
original Consent countersigned by the County and the FCD. Upon receipt, the Consent shall be held in
escrow by the undersigned pending the closing of the Acquisition and, in the event that the closing of
the Acquisition does not occur, the County’s and FCD’s original signature pages shall be promptly
returned to your office.
Please let me know if have any questions or require any additional information.
A
Erin.M. Claywell
closures
CC: Paul Turvey
Tracey Bracco
ACTIVE/89979988.1

Solely for purposes of Section 3
By:
Name: Grégory K. Silvers
Title: President
[Signatures continue on following page]

Solely for purposes of Section 3
By:
Name: Gfegory K. Silvers
Title: President
{Signatures continue on following page]

Solely for purposes of Section 3
By:
Name: Grégory K. Silvers
Title: President
[Signatures continue on following page]

Solely for purposes of Section 3
Title: President
[Signatures continue on following page]

Solely for purposes of Section 3
a Delaware limited liability company
By:
Name: Grégory K. Silvers
Title: President
[Signatures continue on following page]

Solely for purposes of Section 1(c)
ARIZONA PARK HOLDINGS, LLC,
a Delaware limited liability company
Z
/ a on a
Namé: Kieran E. Burke
Title: President
ACTIVE/89037716.3

Solely for purposes of Section 1(c)
ARIZONA PARK HOLDINGS, LLC,
a Delaware limited liability company
Z
/ a on a
Namé: Kieran E. Burke
Title: President
ACTIVE/89037716.3

Solely for purposes of Section 1(c)
ARIZONA PARK HOLDINGS, LLC,
a Delaware limited liability company
Z
/ a on a
Namé: Kieran E. Burke
Title: President
ACTIVE/89037716.3

Solely for purposes of Section 1(c)
ARIZONA PARK HOLDINGS, LLC,
a Delaware limited liability company
Z
/ a on a
Namé: Kieran E. Burke
Title: President
ACTIVE/89037716.3

Solely for purposes of Section 1(c)
ARIZONA PARK HOLDINGS, LLC,
a Delaware limited liability company
Z
/ a on a
Namé: Kieran E. Burke
Title: President
ACTIVE/89037716.3