ASSIGNMENT OF AGREEMENT OF PURCHASE AND SALE
THIS ASSIGNMENT OF AGREEMENT OF PURCHASE AND SALE ("Assignment") is
entered into as of the 10th day of December, 1998, by and between KSL RECREATION
CORPORATION, a Delaware corporation ("Assignor"), and KSL GRAND WAILEA RESORT,
INC., a Delaware corporation ("Assignee").
R E C I T A L S:
A. International Hotel Acquisitions, LLC, a Delaware limited
liability company, as Seller, and Assignor, as Buyer entered into that certain
Agreement of Purchase and Sale and Joint Escrow Instructions dated as of
November 5, 1998, as amended by that certain First Amendment to Agreement for
Purchase and Sale and Joint Escrow Instructions dated as of November 12, 1998
(collectively, the "Purchase Agreement"), pertaining to certain improved real
property located in Xxxxxxxx, Xxxxxxxx xx Xxxxxxx, Xxxxxx and County of Maui,
State of Hawaii, more particularly described on EXHIBIT "A" thereto (the
"Property"). Pursuant to the Purchase Agreement and in order to facilitate the
sale of the Property, an escrow was established at First American Title
Insurance Company, 000 Xxxx Xxxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000,
Attention: Xxxxx Xxxxxxxxxx, under Escrow No. REQ-01454 (the "Escrow").
B. Assignee is a wholly owned subsidiary of Assignor, and therefore,
in accordance with the terms of Section 13.1 of the Purchase Agreement, Seller's
prior written consent to this Assignment is not required.
C. Assignor desires to assign to Assignee, and Assignee desires to
accept the assignment of, all of Assignor's right, title and interest in and to
the Property, the Purchase Agreement and the Escrow.
A S S I G N M E N T
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Assignor hereby assigns, transfers, conveys and sets over unto
Assignee all of Assignor's right, title and interest in, to and under the
Property, the Purchase Agreement and the Escrow.
2. Assignee hereby accepts the foregoing assignment and hereby
assumes all of Assignor's obligations under the Purchase Agreement and agrees to
be bound by the terms of the Purchase Agreement and the Escrow.
3. Assignor and Assignee shall concurrently with the execution of
this Agreement execute the attached Acknowledgment and Assumption in the form of
EXHIBIT "A"
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attached hereto and incorporated herein, for the benefit of Seller, in order to
comply with the terms of Section 13.1 of the Purchase Agreement.
IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date first written above.
ASSIGNOR: KSL RECREATION CORPORATION,
a Delaware corporation
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Name: Xxxx Xxxx
----------------------------
Title: Chief Financial Officer
----------------------------
ASSIGNEE: KSL GRAND WAILEA RESORT, INC.
a Delaware corporation
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Name: Xxxx Xxxx
----------------------------
Title: Chief Financial Officer
----------------------------
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EXHIBIT "A"
ACKNOWLEDGMENT AND ASSUMPTION
December ___, 1998
International Hotel Acquisitions, LLC
c/o Credit Suisse First Boston
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Re: Acquisition of Grand Wailea Resort Hotel & Spa, Maui, Hawaii
("Property")
Dear Xx. Xxxxxx:
In accordance with the terms of Section 13.1 of that certain Agreement
of Purchase and Sale and Joint Escrow Instructions dated as of November 5, 1998,
as amended by that certain First Amendment to Agreement for Purchase and Sale
and Joint Escrow Instructions dated as of November 12, 1998 (collectively, the
"Purchase Agreement") between International Hotel Acquisitions, LLC ("Seller")
and KSL Recreation Corporation, a Delaware corporation ("KSL Rec"), this letter
shall constitute notice of KSL Rec's election to assign the Purchase Agreement
to a wholly owned subsidiary of KSL Rec, which subsidiary is KSL Grand Wailea
Resort, Inc., a Delaware corporation ("KSL Grand Wailea").
In connection therewith, KSL Grand Wailea hereby states that KSL Grand
Wailea has no other assets other than the Purchase Agreement, and that upon
Closing, KSL Grand Wailea will have no assets other than the Property.
Additionally, KSL Grand Wailea hereby ratifies, for the benefit of Seller, all
of the representations, warranties and covenants of KSL Rec
EXHIBIT "A"
PAGE -1-
set forth in the Purchase Agreement, and assumes in writing, for the benefit of
Seller, all of KSL Rec's obligations and liabilities under the Purchase
Agreement.
Very truly yours,
KSL RECREATION CORPORATION,
a Delaware corporation
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
KSL GRAND WAILEA RESORT, INC.,
a Delaware corporation
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
cc: Xxxx Xxxxxx, Esq. (via fax)
Xx. Xxxxxx Xxxxxx (via fax)
Xxxxxxxx X. Xxxxxx, Esq. (via fax)
Xxxxxxxxx X. Xxx, Esq. (via fax)
Xxxxx Xxxxxx, Esq. (via fax)
Xx. Xxxxx Xxxxxxxxxx (via fax)
Xxxxxx Xxxx, Esq. (via fax)
Xxxxxxx X. Xxxxxxxx, Esq. (via fax)
Xxxxxxxx X. Xxxxx, Esq. (via fax)
Xxxxx X. Xxxx, Esq. (via fax)
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