ASSIGNMENT AGREEMENT
(Assignment of Amended and Restated Tennis Operating Agreement)
This Agreement relates to the Assignment of the Amended and
Restated Tennis Operating Agreement ("Agreement") is made as of
this 9TH day of January, 1996, but effective January 1, 1996, by
and between KAPALUA LAND COMPANY, LTD., a Hawaii corporation,
("Operator") and NI HAWAII RESORT, INC., a Hawaii corporation,
("Owner").
WHEREAS, Owner has entered into that certain Amended and
Restated Tennis Operating Agreement ("Tennis Agreement") dated
effective January 1, 1996, with Operator to manage and operate
the Tennis Center;
WHEREAS, Operator and Owner desire to enter into an
agreement to supersede and/or modify the terms and conditions of
the Tennis Agreement.
NOW THEREFORE, it is agreed to by and between Owner and
Operator that, so long as Owner or its Affiliate (as defined in
the Tennis Agreement) is the Owner of the Xxxx-Xxxxxxx Kapalua
Hotel, certain terms and provisions of the Tennis Agreement shall
be superseded and/or modified in the following respects:
1. The first sentence of Section 11.1 shall be superseded
and modified as follows:
"Any transfer or assignment by Owner of its rights and
obligations under this Agreement shall be subject to the
terms of Section 11.7 of that certain Amended and Restated
Hotel Ground Lease dated effective January 1, 1996 (the
"Ground Lease"), as modified by that certain Agreement with
NI Hawaii Resort, Inc. dated January 9, 1996. Any such
transfer or assignment shall be effected only after Owner
has completed and provided Kapalua Land Company, Ltd. with
rights similar to the rights of Maui Land & Pineapple
Company, Inc. which are set forth in Section 11.7(d) of the
Ground Lease."
2. As between Operator and its assigns and successors, and
Owner, the provisions set forth in this Agreement shall control
in the event of any conflict between the provisions of this
Agreement and the Tennis Agreement.
Except as superseded and/or modified hereby, all other terms
and provisions of the Tennis Agreement shall continue in full
force and effect. This Agreement shall immediately and
automatically terminate, without need for further action, at such
time as Owner or its Affiliates is no longer the Owner of the
Xxxx-Xxxxxxx Kapalua Hotel.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the day and year first above written.
KAPALUA LAND COMPANY, INC., NI HAWAII RESORT, INC.,
a Hawaii corporation a Hawaii corporation
By /S/ XXX XXXXX By /S/ XXXX XXXXXXX
Its PRESIDENT Its
