FOURTH AMENDMENT TO THE
TAX SHARING AGREEMENT
This Fourth Amendment ("Fourth Amendment") to the Tax Sharing
Agreement is made and entered into this 1st day of October, 1999 to have the
respective effective dates as set forth herein.
WHEREAS, the Tax Sharing Agreement was entered into by and between
KSL Recreation Corporation, a California corporation ("REC") and each of the
entities described on Schedule A annexed thereto (the "Signator
Corporations") dated April 30, 1997, to be effective November 1, 1996 (the
"Agreement"), and as amended, such amendment to be effective the date of
incorporation of KSL Recreation Group, Inc., March 14, 1997 (the "First
Amendment"), and as amended, such amendment to be effective November 1, 1997
(the "Second Amendment"), and as amended, such amendment to be effective
November 1, 1998 (the Third Amendment");
WHEREAS, the Parent, as defined in the Agreement, desires to amend
and/or supplement certain Schedules to the Agreement as set forth herein; and
WHEREAS, the Parent desires to amend certain provisions of the
Agreement as set forth herein;
NOW THEREFORE, in consideration of the promises and conditions set
forth herein, the parties agree to amend the Agreement as follows:
1. The capitalized terms contained in this Fourth Amendment shall
have the same meaning as that set forth in the Agreement.
2. Pursuant to Section 8.1 of the Agreement, KSL Fairways Golf
Corporation shall be deleted as a Member of the REC Group and
Fairways Subgroup, and a Signator Corporation under the
Agreement effective October 1, 1999.
3. Pursuant to Section 8.1 of the Agreement, KSL
Fairways/Virginia Corporation shall be deleted as a Member of
the REC Group and Fairways Subgroup, and a Signator
Corporation under the Agreement effective October 1, 1999.
4. Income and franchise taxes of the Rec Group shall not be
applicable to removed Members and/or Subgroups for periods
subsequent to their stated effective dates as non-Members
and/or non-Subgroups and non-Signator Corporations under the
Agreement.
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Fourth Amendment to the
Tax Sharing Agreement
5. Pursuant to the Agreement, First Amendment, Second Amendment,
Third Amendment and the changes and additions described herein
this Fourth Amendment, revised schedules (the "Schedules") to
the Agreement are attached hereto as EXHIBIT A and shall
replace the schedules to the Agreement in their entirety.
6. All other terms, covenants and conditions set forth in the
Agreement, the First Amendment, the Second Amendment, and the
Third Amendment shall be and remain in full force and effect.
In the event of any conflict between the provisions of this
Fourth Amendment and the provisions of the Agreement and/or
the First Amendment and/or Second Amendment and/or Third
Amendment, the provisions of this Fourth Amendment shall
control.
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Fourth Amendment to the
Tax Sharing Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment to become effective as of the respective dates set forth herein.
KSL Recreation Corporation
KSL Recreation Group, Inc.
KSL Land Holdings, Inc.
KSL Desert Resorts, Inc.
Las Casitas Corporation
KSL Real Estate Company
KSL Travel, Inc.
La Quinta Corporation (formerly Casitas Plaza Corporation)
KSL Golf Holdings, Inc.
KSL Florida Holdings, Inc.
KSL Hotel Corp.
KSL Silver Properties, Inc.
KSL Florida Development Corp.
KSL Georgia Holdings, Inc.
KSL Lake Xxxxxx, Inc.
KSL Grand Traverse Holdings, Inc.
KSL Grand Traverse Land, Inc.
KSL Grand Traverse Realty, Inc.
KSL Grand Traverse Resort, Inc.
KSL Water Works, Inc.
KSL Hawaii Holdings I, Inc.
KSL Hawaii Holdings II, Inc.
KSL Hawaii Holdings III, Inc.
KSL Hawaii Holdings IV, Inc.
KSL Hawaii Holdings V, Inc.
KSL Grand Wailea Hospitality Corporation
KSL Grand Wailea Resort, Inc.
KSL Land Corporation
KSL Citrus Properties, Inc.
KSL Development Corporation
KSL Land II Corporation
KSL Land III Corporation
KSL Land IV Corporation
Landaq, Inc.
Delaware corporations
By: /s/ Xxxx X. Xxxx, Xx.
------------------------------------------------
Name: Xxxx X. Xxxx, Xx.
----------------------------------------------
Title: Vice President
---------------------------------------------
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EXHIBIT A
(Attached)
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SCHEDULE A
SIGNATOR CORPORATIONS
KSL Recreation Corporation
KSL Recreation Group, Inc.
KSL Land Holdings, Inc. (formerly Xochimilco Properties, Inc.)
KSL Desert Resorts, Inc.
KSL Casitas Corporation (formerly KSL Vacation Resorts, Inc.)
KSL Real Estate Company (formerly Wild West Desert Properties, Inc.)
KSL Travel, Inc.
KSL La Quinta Corporation (formerly Casitas Plaza Corporation)
KSL Golf Holdings, Inc.
KSL Florida Holdings, Inc.
KSL Hotel Corp.
KSL Silver Properties, Inc.
KSL Florida Development Corp.
KSL Georgia Holdings, Inc.
KSL Lake Xxxxxx, Inc.
KSL Land Corporation
KSL Citrus Properties, Inc.
KSL Development Corporation
KSL Land II Corporation
KSL Land III Corporation
KSL Land IV Corporation
Landaq, Inc.
KSL Grand Traverse Holdings, Inc.
KSL Grand Traverse Land, Inc.
KSL Grand Traverse Realty, Inc.
KSL Grand Traverse Resort, Inc.
KSL Water Works, Inc.
KSL Hawaii Holdings I, Inc.
KSL Hawaii Holdings II, Inc.
KSL Hawaii Holdings III, Inc.
KSL Hawaii Holdings IV, Inc.
KSL Hawaii Holdings V, Inc.
KSL Grand Wailea Hospitality Corporation
KSL Grand Wailea Resort, Inc.
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SCHEDULE B
REC GROUP MEMBERS
KSL Recreation Corporation
KSL Land Holdings, Inc. (formerly Xochimilco Properties, Inc.)
KSL Recreation Group, Inc.
KSL Desert Resorts, Inc.
Las Casitas Corporation (formerly KSL Vacation Resorts, Inc.)
KSL Real Estate Company (formerly Wild West Desert Properties, Inc.)
KSL Travel Inc.
KSL La Quinta Corporation (formerly Casitas Plaza Corporation)
KSL Golf Holdings, Inc.
KSL Florida Holdings, Inc.
KSL Hotel Corp.
KSL Silver Properties, Inc.
KSL Florida Development Corp.
KSL Georgia Holdings, Inc.
KSL Lake Xxxxxx, Inc.
KSL Grand Traverse Holdings, Inc.
KSL Grand Traverse Land, Inc.
KSL Grand Traverse Realty, Inc.
KSL Grand Traverse Resort, Inc.
KSL Water Works, Inc.
KSL Hawaii Holdings I, Inc.
KSL Hawaii Holdings II, Inc.
KSL Hawaii Holdings III, Inc.
KSL Hawaii Holdings IV, Inc.
KSL Hawaii Holdings V, Inc.
KSL Grand Wailea Hospitality Corporation
KSL Grand Wailea Resort, Inc.
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SCHEDULE C
LAND GROUP MEMBERS
KSL Land Corporation
KSL Citrus Properties, Inc.
KSL Development Corporation
KSL Land II Corporation
KSL Land III Corporation
KSL Land IV Corporation
Landaq, Inc. (formerly KSL Casitas Corporation)
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SCHEDULE D
DESERT RESORTS SUBGROUP
(FORMERLY LANDMARK SUBGROUP)
KSL Desert Resorts, Inc. (formerly KSL Landmark Corporation)
Las Casitas Corporation (formerly KSL Vacation Resorts, Inc.)
KSL Real Estate Company (formerly Wild West Desert Properties, Inc.)
KSL Travel, Inc.
KSL La Quinta Corporation (formerly Casitas Plaza Corporation)
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SCHEDULE E
FLORIDA SUBGROUP
KSL Florida Holdings, Inc.
KSL Hotel Corp.
KSL Silver Properties, Inc.
KSL Florida Development Corp.
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SCHEDULE F
FAIRWAYS SUBGROUP
KSL Golf Holdings, Inc.
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SCHEDULE G
GEORGIA SUBGROUP
KSL Georgia Holdings, Inc.
KSL Lake Xxxxxx, Inc.
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SCHEDULE H
LAND HOLDINGS SUBGROUP
(FORMERLY XOCHIMILCO SUBGROUP)
KSL Land Holdings, Inc. (formerly Xochimilco Properties, Inc.)
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SCHEDULE I
BOND SUBGROUP
KSL Recreation Group, Inc.
Desert Resorts Subgroup
Fairways Subgroup
Florida Subgroup
Georgia Subgroup
Grand Traverse Subgroup
Restricted Grand Wailea Subgroup
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SCHEDULE J
GRAND TRAVERSE SUBGROUP
KSL Grand Traverse Holdings, Inc.
KSL Grand Traverse Land, Inc.
KSL Grand Traverse Realty, Inc.
KSL Grand Traverse Resort, Inc.
KSL Water Works, Inc.
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SCHEDULE K
RESTRICTED GRANDWAILEA SUBGROUP
KSL Hawaii Holdings I, Inc.
KSL Hawaii Holdings II, Inc.
KSL Hawaii Holdings III, Inc.
KSL Hawaii Holdings IV, Inc.
KSL Hawaii Holdings V, Inc.
KSL Grand Wailea Hospitality Corporation
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SCHEDULE L
UNRESTICTED GRAND WAILEA SUBGROUP
KSL Grand Wailea Resort, Inc.
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