Exhibit 10.2
FIRST AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE
THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE ("Amendment") is
made and entered into as of this 6th day of April, 1998, by and between
CLAREMONT HOTEL L.L.C., a Delaware limited liability company, and XXXXXX
INVESTMENT CORP., an Oregon corporation (Claremont Hotel L.L.C. and Xxxxxx
Investment Corp. are hereinafter sometimes collectively referred to as
"Seller"), and KSL RECREATION GROUP, INC., a Delaware corporation ("Buyer").
RECITALS
A. Seller and Buyer have entered into that certain Agreement of
Purchase and Sale, dated as of March 5, 1998 (the "Purchase Agreement"), for
the purchase and sale of that certain real property in Oakland, California,
commonly known as the Claremont Resort & Spa ("Property"), and more
particularly described in the Purchase Agreement. Any terms not defined
herein shall have the meaning set forth in the Purchase Agreement.
B. Seller and Buyer now desire to amend the Purchase Agreement
pursuant to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the respective agreements
hereinafter set forth, the parties hereto agree as follows:
1. AMENDMENT TO PURCHASE AGREEMENT.
(a) CONFIDENTIALITY. Notwithstanding the limitations of
confidentiality imposed by the first sentence of Section 11.2 of the Purchase
Agreement, prior to Closing, but after Buyer has indicated its satisfaction
with or waived any conditions pursuant to Section 3.1(a) of the Purchase
Agreement and after Buyer has elected to proceed with Closing as set forth in
Section 3.2 of the Purchase Agreement (the "Post Inspection Period"), Buyer
may use and/or disclose such "confidential information" (as defined in
Section 11.2 of the Purchase Agreement) as may be commercially necessary
under the circumstances to enable the Buyer to: (A) advertise for positions,
interview, background check and drug screen all applicants for consideration
of their prospective employment by Buyer at the Property, (B) notify labor
unions of the pending purchase by Buyer and/or discuss labor issues with
union representatives as deemed appropriate by Buyer, and (C) make such
disclosures and inquiries as reasonably necessary to effect the Closing,
including discussions with contractors, consultants, club members, hotel
guests, vendors, group meeting planners, members of the community, the media,
and applications to, and discussions with governmental agencies. After the
commencement of the Post-Inspection Period, Seller and Buyer shall issue a
common press release and subsequent press releases regarding the proposed
transaction, in forms reasonably approved by Seller and Buyer, to members of
the news media and trade press.
(b) EXHIBITS AND SCHEDULES. Seller and Buyer acknowledge and
agree that the exhibits and schedules to the Purchase Agreement have been or
shall be revised and updated as set forth on the attached LIST OF EXHIBITS
AND SCHEDULES. In connection therewith and notwithstanding anything to the
contrary contained in the Purchase Agreement, Seller and Buyer hereby agree
that:
(i) EXHIBITS X, X-0, X-0, X, X, X, X-0, and G, and SCHEDULES
2, 5, and 6 of the Purchase Agreement are hereby deleted in their entirety
and the respective Exhibits and Schedules attached hereto shall be
substituted therefor;
(ii) EXHIBITS C AND C-1 and SCHEDULE 7 attached hereto are
incorporated in and made a part of the Purchase Agreement;
(iii) SCHEDULE 1 shall be mutually and reasonably
determined by Seller and Buyer on or before April 10, 1998;
(iv) SCHEDULE 4 shall be delivered by Seller to Buyer on or
before the Closing.
2. MISCELLANEOUS.
(a) If any provisions of this Amendment conflict with any portion
of the Purchase Agreement, the terms of this Amendment shall govern.
(b) Except as expressly amended and modified herein, the Purchase
Agreement is and remains in full force and effect in accordance with its
terms. Except as otherwise expressly set forth herein, this Amendment shall
not be construed to waive, relinquish, amend or modify any rights or remedies
of either Seller or Buyer under the Purchase Agreement.
(c) This Amendment constitutes the entire agreement between the
parties with respect to the subject matter hereof. This Agreement may not be
amended or modified except by a written instrument signed by each party
hereto.
(d) This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
SELLER: CLAREMONT HOTEL L.L.C.,
a Delaware limited liability company
By: /s/
---------------------------------
Xxxxxx X. Xxxx
Its: Senior Vice President
XXXXXX INVESTMENT CORP.,
an Oregon corporation
By: /s/
---------------------------------
Xxxxxx X. Xxxxxxxxx
Its: President
BUYER: KSL RECREATION GROUP, INC.,
a Delaware corporation
By: /s/
---------------------------------
Xxxx X Xxxx, Xx.
Its: Vice President and
Chief Financial Officer
