ESTOPPEL CERT WITH TRES RIOS GOLF.DOC

CERTIFICATE RE: CONCESSIONAIRE INTEREST
This Certificate re: Concessionaire Interest made this ___ day of ___________, 2014,
by and between Maricopa County, a political subdivision of the State of Arizona (“County”),
Northeast Bank, a Maine banking corporation, and its successors and/or assigns (“Lender”), and
Tres Rios Golf, LLC, an Arizona limited liability company (“Concessionaire”), as follows:
Whereas, County is the owner and Concessionaire is the current concessionaire under
that certain Amendment Three to Estrella Mountain Regional Park Golf Course Use
Management Agreement dated March 16, 2011, which amended and restated the existing Use
Management Agreement, as amended, in its entirety (said agreement, as heretofore amended,
amended and restated, and assigned, is hereinafter collectively referred to as the “Use
Management Agreement”) between County and SPE GO Holdings, Inc. (“Original
Concessionaire”). The Original Concessionaire’s interest in the Use Management Agreement
has been assigned to Concessionaire, and the County has consented to the Assignment pursuant
to an Estoppel Certificate (the “County Consent”) dated April 25, 2012 by County.
Whereas, the Lender recently has made, or is in the process of making, a mortgage loan
to the Concessionaire secured by a Leasehold Deed of Trust and Security Agreement and Fixture
Filing with Assignment of Leases and Rents (“Deed of Trust”) dated of even date herewith and
executed and delivered by Concessionaire for the benefit of Lender, and the Lender wishes to be
assured that the Lender can assume and make payments to the County in the event of default by
the Concessionaire.
Now therefore, in consideration of mutual covenants passing between the parties and
other valuable considerations, it is agreed as follows:
1. The recitals above are incorporated herein and made a part hereof.
2. The term “Lender” as used herein shall refer to Northeast Bank, a Maine banking
corporation, and its successors/assigns. Lender agrees to promptly notify the County of or upon
any assignment of the mortgage loan hereunder.
3. Except as set forth in the above recitals, the Use Management Agreement has not
been further assigned, amended, altered, supplemented or modified.
4. Concessionaire is the holder of the entire interest of the concessionaire under the
Use Management Agreement.
5. The County hereby agrees to give the Lender a copy of all written notices of any
default by the Concessionaire under the Use Management Agreement sent to the Concessionaire
pursuant to the Use and Management Agreement.
6. The County affirmatively warrants that the Use Management Agreement is in
good standing and all payments by the Concessionaire to the County are current, that, to the best
Certificate – Page 1

of County’s knowledge, there are no offsets or any assessments due or any defenses or other
claims that can be made by any party hereunder claiming by or through that Use Management
Agreement as of the date herein.
7. All notices between County, Concessionaire and Lender under this Certificate or
the Use Management Agreement shall be in writing, and shall be sent by U.S. registered mail,
U.S. certified mail or overnight courier to the following addresses:
Lender: Northeast Bank
200 Berkeley Street
17th Floor
Boston, MA 02116
Concessionaire: Tres Rios Golf, LLC
1245 E. Warner Road, Suite 202
Gilbert, Arizona 85296
County: Maricopa County
c/o Maricopa County Parks & Recreation Department
Attn: Contract Administrator
234 N. Central Avenue, Suite 6400
Phoenix, AZ 85004
or such other address as Lender, Concessionaire or County may specify to each other in writing
from time to time. Any such notice shall constitute service of notice hereunder three (3) days
after the mailing thereof by U.S. registered mail or U.S. certified mail or one (1) day after the
sending thereof by overnight carrier.
8. This Certificate contains the final and entire agreement between the parties hereto
with respect to the subject matter hereof. This Certificate shall be effective on the date signed
by the last party hereto.
9. This Certificate shall be binding upon and shall inure solely to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and assigns.
10. This Certificate shall be effective on the date signed by the County.
11. This Certificate shall be recorded at Concessionaire’s expense.
Certificate – Page 2

In Witness Whereof, the parties have caused this Certificate to be executed in their
respective names and attested by their duly authorized officers or representatives.
MARICOPA COUNTY, a political subdivision of
the State of Arizona
By:
Chairman__________________
STATE OF ______________)
) ss.
COUNTY OF ____________)
The foregoing instrument was acknowledged before me this _____ day of
____________, 2014, by _________________________________, the _____________
____________________ of MARICOPA COUNTY, a political subdivision of the State of
Arizona, on behalf of the political subdivision.
[SEAL]
Notary Public
My Commission Expires:
Certificate – Page 3

TRES RIOS GOLF, LLC,
an Arizona limited liability company
By:
__________________, Manager
STATE OF ______________)
) ss.
COUNTY OF ____________)
The foregoing instrument was acknowledged before me this _____ day of
____________, 2014, by _______________, the Manager of Tres Rios Golf, LLC, an Arizona
limited liability company, on behalf of the limited liability company.
[SEAL]
Notary Public
My Commission Expires:
Certificate – Page 4

NORTHEAST BANK,
a Maine banking corporation
By:
__________________
STATE OF ______________)
) ss.
COUNTY OF ____________)
The foregoing instrument was acknowledged before me this _____ day of
____________, 2014, by _________________________________, the _____________
____________________ of NORTHEAST BANK, a Maine banking corporation, on behalf of
the banking corporation.
[SEAL]
Notary Public
My Commission Expires:
Certificate – Page 5