FIRST AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE
AND
JOINT ESCROW INSTRUCTIONS
THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (this "AMENDMENT") is made as of November 12, 1998, between
INTERNATIONAL HOTEL ACQUISITIONS, LLC, a Delaware limited liability company
("SELLER") and KSL RECREATION CORPORATION, a Delaware corporation ("BUYER").
A. Seller and Buyer have entered into that certain Agreement for Purchase
and Sale and Joint Escrow Instructions dated as of November 5, 1998 (the
"AGREEMENT").
B. Seller and Buyer desire to amend the Agreement as set forth in this
Amendment. All initially capitalized terms herein without definition shall have
the definition ascribed to such terms in the Agreement. All references to
"Sections" are to sections of the Agreement.
IN CONSIDERATION OF the foregoing Recitals and the mutual covenants
and conditions contained herein, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller do hereby agree and covenant with each other as
follows:
1. PERSONAL PROPERTY. The vehicles owned by Seller and more particularly
identified on EXHIBIT A attached hereto (the "VEHICLES") are included within the
definition of "Personal Property". On or before the Closing Date, Seller shall
deliver to the Escrow Agent duly executed certificates of title to the Vehicles,
which certificates shall be delivered to Buyer in accordance with SECTION
11.7.3.
2. SCHEDULE 1. The SCHEDULE 1 attached to the Agreement is replaced in its
entirety with the SCHEDULE 1 attached to this Amendment. The first sentence of
Section 7.11 is amended to change the reference to the "Approval Date" to
November 18, 1998.
3. ARCHAEOLOGICAL REPORT. On or prior to the Closing Date: (i) Seller shall
use its best efforts to cause Xxxx Xxxxxxxxx (the "ARCHAEOLOGIST") to complete
the final Archaeological Report with respect to the Property and to submit such
report to the Hawaii Department of Land and Natural Resources Historic
Preservation Division ("DNLR") in order to satisfy Condition No. 13 in the SMA
Permit and (ii) Seller shall cause any outstanding amounts owing to the
Archaeologist for issuance of the final Archaeological Report to be paid in
full. Seller and Purchaser acknowledge that submission of the final
Archaeological Report is not a Buyer's Condition Precedent to Closing. Seller
shall indemnify, defend and hold the Buyer Parties harmless from all losses,
damages, costs and expenses including, without limitation, reasonable attorneys'
fees, actually incurred or arising out of or related to any failure to satisfy
Condition No. 13 of the SMA Permit and any failure to pay any amounts owed to
the Archaeologist for issuance of the final Archaeological Report, which
indemnity will expire on the earlier of (i) the date that the a final
Archaeological Report is approved by the DNLR and the Archaeologist is
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paid for issuance of the final Archaeological Report and (ii) the date that is
12 months after the Closing Date.
4. PROJECT NAMES.
4.1 SECTION 5.7 is hereby amended and restated in its entirety as follows:
"Prior to the Closing Date, Seller shall (i) cause Grand Wailea Resort
Hotel & Spa, Inc., Grand Wailea Weddings, Inc., Grand Wailea Resort, Inc.,
TSA Grand Hotel Wailea, Inc. and GWC to file amendments to their respective
articles of incorporation or organization, as applicable, to change their
names to omit the phrase "Grand Wailea" from each such name so that
registration of the name "Grand Wailea Resort Hotel & Spa" may occur, and
(ii) cause GWC and its Affiliates to execute such assignments, consents and
other instruments as may be necessary to allow Seller to register all other
Project Names and the name "Spa Grande"."
4.2 A new SECTION 9.1.9 is added to the Agreement as follows:
"9.1.9. NAME CHANGES. Grand Wailea Resort Hotel & Spa, Inc., Grand Wailea
Weddings, Inc., Grand Wailea Resort, Inc., TSA Grand Hotel Wailea, Inc. and
GWC have filed amendments to their respective articles of incorporation or
organization, as applicable, to change their names to omit the phrase
"Grand Wailea" from each such name."
5. EMPLOYEE NOTICE. The form of Employee Notice attached to the Agreement as
EXHIBIT I is replaced in its entirety with the Employee Notice attached hereto
as EXHIBIT B.
6. ESTOPPEL CERTIFICATES. The first sentence of SECTION 9.1.5 is hereby
amended and restated in its entirety as follows:
"Not later than five (5) Business Days prior to the Closing Date, Buyer
shall have received and reasonably approved executed estoppel certificates
substantially in the form of EXHIBIT J attached hereto from each of the
Tenants (provided, however, Buyer will have no right to disapprove any
tenant estoppel certificate solely because of matters disclosed in writing
by Seller to Buyer prior to November 12, 1998)."
7. LOT 462.
7.1 SECTION 7.9 is hereby amended and restated in its entirety as follows:
"Prior to the Closing Date, Seller shall obtain a written license agreement
(the "LOT 462 LICENSE AGREEMENT") from TSA International, Limited, a Hawaii
corporation ("TSA"), in form and substance reasonably acceptable to Buyer,
to allow the owner of the Hotel to use Lot 462 for group functions in
connection with group Booking agreements entered into prior to the date
hereof, which group Booking agreements specifically require the use
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of the area known as "Lai Honua". From and after November 12, 1998, Seller
shall not accept any additional group Bookings for the area known as "Lai
Honua". "
7.2 A new SECTION 9.1.10 is added to the Agreement as follows:
"9.1.10. LOT 462 LICENSE. Buyer shall have received the Lot 462 License
Agreement, in form and substance reasonably acceptable to Buyer."
8. SMA PERMIT. Prior to the Closing Date, Seller shall deliver to the County
of Maui Planning Department a letter substantially in the form of EXHIBIT C
attached hereto, notifying the County of Maui Planning Department that ownership
of the Property was transferred to Seller. Seller shall provide (and shall use
its best efforts to cause GWC to provide) any other letters or information
reasonably requested by Buyer with respect to the transfer and assignment of the
SMA Permit to Buyer upon Closing (and this covenant will survive the Closing for
a period of 12 months). Seller and Buyer acknowledge that the consent of the
County of Maui Planning Department to the transfer of the SMA Permit to Buyer
upon Closing is not a Buyer's Condition Precedent to Closing.
9. ASSUMED LIABILITIES. Notwithstanding anything to the contrary contained in
the Agreement, (i) Buyer's assumption of any liabilities and obligations in
connection with its assumption of the First Mortgage Loan for the benefit of
Lender shall not, as between Seller and Buyer, be deemed Buyer's assumption of
any liabilities and obligations pursuant to the Agreement (except to the extent
otherwise specifically assumed by Buyer pursuant to the Agreement), including,
without limitation, for purpose of applying the indemnification provisions set
forth in SECTION 13.21 and (ii) any statements or covenants made by Lender in
connection with Buyer's assumption of the First Mortgage Loan shall not, as
between Seller and Buyer, be deemed statements or covenants of Seller for any
purpose under the Agreement (except to the extent otherwise specifically made by
Seller pursuant to the Agreement), including, without limitation, for purpose of
applying the indemnification provisions set forth in SECTION 13.21.
10. MISCELLANEOUS.
10.1 Each of Buyer and Seller acknowledge that it and its counsel have
participated substantially in the drafting of this Amendment and agree that,
accordingly, in the interpretation and construction of this Amendment, no
ambiguity, real or apparent, in any provision hereof shall be construed against
Buyer or Seller by reason of the role of such party or its counsel in the
drafting of such provision.
10.2 If any provision of this Amendment as applied to Buyer and Seller or
to any circumstances shall be held by a court of competent jurisdiction to be
void or unenforceable for any reason, such event shall in no way affect the
validity or enforceability of this Amendment as a whole, or of any other
provisions hereof, or of the provision in question when applied to circumstances
materially different from those involved in such holding.
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10.3 THIS AMENDMENT SHALL BE DEEMED TO BE AN AGREEMENT MADE UNDER THE LAW
OF THE STATE OF CALIFORNIA AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE.
10.4 This Amendment may be executed in any number of counterparts and by
each party on separate counterparts, each of which when executed and delivered
shall be deemed an original and all of which taken together shall constitute but
one and the same instrument. Signature pages transmitted to the other party by
telecopy are valid and binding as if originally executed.
10.5 This Amendment shall not be recorded or filed in the public land or
other public records of any jurisdiction by either Buyer or Seller and any
attempt to do so may be treated by the other party as a breach of the Agreement.
10.6 EXHIBITS A-C and SCHEDULE 1 attached hereto are incorporated into this
Amendment by reference.
10.7 Except as amended by this Amendment, the Agreement shall remain in
full force and effect.
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IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be
executed and delivered, each by its own representative hereunto duly authorized,
as of the date first above written.
SELLER: INTERNATIONAL HOTEL ACQUISITIONS, LLC,
a Delaware limited liability company
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Xxxxx Xxxxxx
Vice President
BUYER: KSL RECREATION CORPORATION,
a Delaware corporation
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Xxxx Xxxx
Chief Financial Officer
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EXHIBIT A
SCHEDULE OF VEHICLES
1. Ford Van License Number 464TGS
2. Ford Pickup License Number 283TGS
3. Ford Pickup License Number 240TGS
4. Ford Pickup License Number 487MCE
5. Ford Bus License Number Grand1
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EXHIBIT B
FORM OF EMPLOYEE NOTICE
[ATTACHED HERETO]
7
November 12, 1998
TO: All Employees
FROM: Grand Wailea Company
Dear Employees:
The Owner of Grand Wailea Resort, Hotel & Spa has entered into an agreement to
sell the hotel. The transfer of ownership is expected to occur on or before
December 31, 1998. If and when the sale is completed, the Grand Wailea Company
(GWC) will cease being your actual "employer". This notice is being given to you
in accordance with the Hawaii Dislocated Workers Act and the Worker Adjustment
and Retraining Notification Act of 1988. You may call the State Employment
Security Office at 984-8400 for more information. If you experience unemployment
you may be eligible for a "dislocated workers' allowance" as provided under
state law, if you receive a determination of eligibility for unemployment
compensation benefits from the State of Hawaii Department of Labor and
Industrial Relations.
The departure of GWC as your employer does not mean the hotel or its high
standards of operations will end. You will be eligible to apply for positions
with the new owner. While there may be some layoffs or terminations, and while
no one knows at this time which of you will accept any offers from the
purchaser, it is our hope that many of you will be accepted to assume those
positions. The new owner will be setting up its selection process and standards
and its own initial terms and conditions of employment, including subjects such
as service credit and seniority, and will decide on its own workforce. If you
accept an offer to continue to work in the hotel's operations, your service with
the hotel as an operating entity may continue without any period of
unemployment. If so, you may not be considered terminated from the operations of
the hotel. It is possible that you and other selected employees will simply be
transferred to the payroll of the new owner, upon your accepting their new terms
and conditions of employment.
Those of you represented by a union may direct any questions to your union
representatives. The purchaser has acknowledged, consistent with the National
Labor Relations Act, that if there arises a future duty to bargain with the
present union, it will certainly do so in good faith, when and if appropriate.
We sincerely wish everyone the very best during this transition.
Sincerely,
Grand Wailea Company, as employer and owner's agent
cc: Hawaii Director of Labor and Industrial Relations
ILWU Local 142
Mayor of Maui
November 12, 1998
VIA OVERNIGHT COURIER
Xxxxxxx Xxxxxxx
President
ILWU Local 142
000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxx 00000
Re: SALE OF THE GRAND WAILEA HOTEL; DISLOCATED WORKERS' ACT NOTICE
Dear Xx. Xxxxxxx:
The Grand Wailea Hotel is located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxx,
Xxxxxx 00000. International Hotel Acquisitions, LLC ("IHA") will sell the Grand
Wailea Hotel shortly. Grand Wailea Company ("GWC"), c/o Grand Wailea Hotel, 0000
Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxx, Xxxxxx 00000, is the manager of the Grand
Wailea Hotel and the present employer of the Hotel employees. GWC's contract to
manage the Grand Wailea Hotel will expire when IHA completes the sale. GWC
employs approximately one thousand two hundred (1,200) employees under its
management contract with IHA. GWC will cease being the employer of all its
employees at the time of the sale. Some or all of these employees may, based on
the decisions of the purchaser or their own choice, become unemployed as a
result of this sale. In any event, they will be off our payroll as of the
closing date of the sale.
We expect this to occur between December 18, 1998, and December 31, 1998. You
may contact Xxxxxx Xxxxxxxx, Executive Director of Human Resources, at (808)
875-1234 for further information. GWC will make other information, such as the
job titles of the employees, the number of employees affected in each job
category, the name of each union representing employees and the name and address
of the chief elected officer of the union available for inspection at GWC's
facilities. This letter is being sent with the attached letter to the Mayor of
the County of Maui and the Director of the State of Hawaii, Department of Labor
and Industrial Relations and the attached letter is being sent to all employees.
Very truly yours,
EMPLOYER-HOTEL MANAGER SELLER
Grand Wailea Company International Hotel Acquisitions, LLC
0000 Xxxxxx Xxxxxx Xxxxx x/x XXXX
Xxxxxx, Xxxx, Xxxxxx 00000 00 Xxxxxxx Xxxxxx, 0xx Xxx
Xxx Xxxx, Xxx Xxxx 00000
November 12, 1998
VIA OVERNIGHT COURIER
Mayor Xxxxx Xxxxxx
County of Maui
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxx 00000
Re: SALE OF THE GRAND WAILEA HOTEL; DISLOCATED WORKERS' ACT NOTICE
Dear Mayor Xxxxxx:
The Grand Wailea Hotel is located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxx,
Xxxxxx 00000. International Hotel Acquisitions, LLC ("IHA") will sell the Grand
Wailea Hotel shortly. Grand Wailea Company ("GWC"), c/o Grand Wailea Hotel, 0000
Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxx, Xxxxxx 00000, is the manager of the Grand
Wailea Hotel and the present employer of the Hotel employees. GWC's contract to
manage the Grand Wailea Hotel will expire when IHA completes the sale. GWC
employs approximately one thousand two hundred (1,200) employees under its
management contract with IHA. GWC will cease being the employer of all its
employees at the time of the sale. Some or all of these employees may, based on
the decisions of the purchaser or their own choice, become unemployed as a
result of this sale. In any event, they will be off our payroll as of the
closing date of the sale.
We expect this to occur between December 18, 1998, and December 31, 1998. You
may contact Xxxxxx Xxxxxxxx, Executive Director of Human Resources, at (808)
875-1234 for further information. GWC will make other information, such as the
job titles of the employees, the number of employees affected in each job
category, the name of each union representing employees and the name and address
of the chief elected officer of the union available for inspection at GWC's
facilities. This letter is being sent with the attached letter to the union that
represents bargaining unit employees and the attached letter is being sent to
all employees.
Very truly yours,
EMPLOYER-HOTEL MANAGER SELLER
Grand Wailea Company International Hotel Acquisitions, LLC
0000 Xxxxxx Xxxxxx Xxxxx x/x XXXX
Xxxxxx, Xxxx, Xxxxxx 00000 00 Xxxxxxx Xxxxxx, 0xx Xxx
Xxx Xxxx, Xxx Xxxx 00000
November 12, 1998
VIA OVERNIGHT COURIER
Xxxxx Xxxxxx
Division Director
ILWU Local 142
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxx, Xxxxxx 00000
Re: SALE OF THE GRAND WAILEA HOTEL; DISLOCATED WORKERS' ACT NOTICE
Dear Xx. Xxxxxx:
The Grand Wailea Hotel is located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxx,
Xxxxxx 00000. International Hotel Acquisitions, LLC ("IHA") will sell the Grand
Wailea Hotel shortly. Grand Wailea Company ("GWC"), c/o Grand Wailea Hotel, 0000
Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxx, Xxxxxx 00000, is the manager of the Grand
Wailea Hotel and the present employer of the Hotel employees. GWC's contract to
manage the Grand Wailea Hotel will expire when IHA completes the sale. GWC
employs approximately one thousand two hundred (1,200) employees under its
management contract with IHA. GWC will cease being the employer of all its
employees at the time of the sale. Some or all of these employees may, based on
the decisions of the purchaser or their own choice, become unemployed as a
result of this sale. In any event, they will be off our payroll as of the
closing date of the sale.
We expect this to occur between December 18, 1998, and December 31, 1998. You
may contact Xxxxxx Xxxxxxxx, Executive Director of Human Resources at (808)
875-1234 for further information. GWC will make other information, such as the
job titles of the employees, the number of employees affected in each job
category, the name of each union representing employees and the name and address
of the chief elected officer of the union available for inspection at GWC's
facilities. This letter is being sent with the attached letter to the Mayor of
the County of Maui and the Director of the State of Hawaii, Department of Labor
and Industrial Relations and the attached letter is being sent to all employees.
Very truly yours,
EMPLOYER-HOTEL MANAGER SELLER
Grand Wailea Company International Hotel Acquisitions, LLC
0000 Xxxxxx Xxxxxx Xxxxx x/x XXXX
Xxxxxx, Xxxx, Xxxxxx 00000 00 Xxxxxxx Xxxxxx, 0xx Xxx
Xxx Xxxx, Xxx Xxxx 00000
November 12, 1998
VIA OVERNIGHT COURIER
Xx. Xxxxxxxx X. Xxxxx, Director
State of Hawaii, Department of Labor
and Industrial Relations
000 Xxxxxxxxx Xxxxxx, Xxxx 000
Xxxxxxxx, Xxxxxx 00000
Re: SALE OF THE GRAND WAILEA HOTEL; DISLOCATED WORKERS' ACT NOTICE
Dear Ms. Akiba:
The Grand Wailea Hotel is located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxx,
Xxxxxx 00000. International Hotel Acquisitions, LLC ("IHA") will sell the Grand
Wailea Hotel shortly. Grand Wailea Company ("GWC"), c/o Grand Wailea Hotel, 0000
Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxx, Xxxxxx 00000, is the manager of the Grand
Wailea Hotel and the present employer of the Hotel employees. GWC's contract to
manage the Grand Wailea Hotel will expire when IHA completes the sale. GWC
employs approximately one thousand two hundred (1,200) employees under its
management contract with IHA. GWC will cease being the employer of all its
employees at the time of the sale. Some or all of these employees may, based on
the decisions of the purchaser or their own choice, become unemployed as a
result of this sale. In any event, they will be off our payroll as of the
closing date of the sale.
We expect this to occur between December 18, 1998, and December 31, 1998. You
may contact Xxxxxx Xxxxxxxx, Executive Director of Human Resources at (808)
875-1234 for further information. GWC will make other information, such as the
job titles of the employees, the number of employees affected in each job
category, the name of each union representing employees and the name and address
of the chief elected officer of the union available for inspection at GWC's
facilities. This letter is being sent with the attached letter to the union that
represents bargaining unit employees and the attached letter is being sent to
all employees.
Very truly yours,
EMPLOYER-HOTEL MANAGER SELLER
Grand Wailea Company International Hotel Acquisitions, LLC
0000 Xxxxxx Xxxxxx Xxxxx x/x XXXX
Xxxxxx, Xxxx, Xxxxxx 00000 00 Xxxxxxx Xxxxxx, 0xx Xxx
Xxx Xxxx, Xxx Xxxx 10010
EXHIBIT C
FORM OF COUNTY OF MAUI LETTER
INTERNATIONAL HOTEL ACQUISITIONS, LLC
c/o the Grand Wailea Hotel
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxx, Xxxxxx 00000
November __, 1998
Xx. Xxxxxxx Xxxxxx
County of Maui Planning Department
000 X. Xxxx Xxxxxx
Xxxxxxx, Xxxx, Xxxxxx 00000
Re: SPECIAL MANAGEMENT AREA PERMIT NO. 87/SMA-35
Dear Xx. Xxxxxx:
This letter is provided to advise you that in June, 1998, ownership of
the Grand Wailea Hotel was transferred by the Grand Wailea Company ("GWC") to
International Hotel Acquisitions, LLC ("IHA"), and in connection with such
transfer, Special Management Permit No. 87/SMA-35 was assigned to IHA by GWC.
For your information, enclosed is a copy of the Deed dated as of June 15, 1998,
executed by GWC, as grantor, and IHA, as grantee, recorded in the Office of the
Assistant Registrar of the Land Court on June 15, 1998 as Instrument No.
2463683.
Very truly yours,
Xxxxx Xxxxxx
Vice President
International Hotel Acquisitions, LLC
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SCHEDULE 1
[Attached hereto]
9
SCHEDULE 1
SCHEDULE OF SERVICE CONTRACTS, LEASES AND EQUIPMENT LEASES
LEASES
1. Concession Agreement dated May 5, 1995, by and between Grand Wailea Company
and Budget Rent A Car Systems, Inc.
2. Concession Agreement dated September 4, 1991 by and between Grand Wailea
Company and American Express Travel Related Services Company, Inc., as
amended by instrument dated _____________, 1996 (executed on or about
October 3, 1996).
3. Standard Concession Lease Agreement dated June 16, 1997, by and between
Grand Wailea Company, as Landlord, and Ki'i Gallery, Inc., as Tenant.
4. Standard Concession Lease Agreement (undated), by and between Grand Hyatt
Wailea, as Landlord, and Xxxxxxx'x of Hawaii, as Tenant, as amended by
written notice dated May 22, 1996, from Tenant to Landlord of exercise of
option to extend lease term.
5. Standard Concession Lease Agreement (undated), by and between Grand Hyatt
Wailea, as Landlord, and Senses Joint Venture, as Tenant, as assigned by
Tenant to X. X. Xxxxx Hotel Stores Inc. pursuant to Assignment of Lease
dated November 27, 1991, and as amended by First Amendment to Lease dated
November 27, 1991 by and between Grand Hyatt Wailea, as Landlord, and X. X.
Xxxxx Hotel Stores, Inc.
6. Standard Concession Lease Agreement dated November 24, 1997, by and between
Grand Wailea Resort Hotel and Spa, as Landlord, and Maui Clothing Company,
Inc., as Tenant.
7. Standard Concession Lease Agreement (undated), by and between Grand Wailea
Resort Hotel and Spa, as Landlord, and Noa Noa Kona, Inc., as Tenant.
8. Standard Concession Lease Agreement dated April 24, 1991, by and between
Grand Hyatt Wailea, as Landlord, and Sandal Tree Limited, as Tenant.
9. Standard Concession Lease Agreement dated August 8, 1991, by and between
Grand Wailea Company, as Landlord, and Lorenzi of Italy, as Tenant, and as
amended by Amendment to Standard Concession Lease Agreement dated August
30, 1996, by and between Grand Wailea Company and Lorenzi of Italy.
10. Standard Concession Lease Agreement dated February 27, 1996, by and between
TSA Management Company, as Landlord, and X. Xxxxx, Inc., dba Tropicana I,
as Tenant.
11. Standard Concession Lease Agreement dated April 8, 1993, by and between
Grand Wailea Company, as Landlord, and Lahaina Printsellers, Ltd., as
Tenant, and as amended by Amendment to Standard Concession Lease Agreement
dated April 30, 1997, by and between Grand Wailea Company and Lahaina
Printsellers, Ltd. Standard Concession
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Lease Agreement dated February 27, 1996, by and between TSA Management
Company, Limited, as Landlord, and X. Xxxxx, Inc., dba Tropicana I, as
Tenant (for 423 square feet formerly occupied by Lahaina Print Sellers).
12. Standard Concession Lease Agreement (undated), by and between Grand Hyatt
Wailea, as Landlord, and Xxxxxx X. Xxxxxx Co., Ltd., as Tenant (XX Xxxxxxx
Lease), as amended by written notice dated August 2, 1996, from Tenant to
Landlord of exercise of option to extend lease term.
13. Standard Concession Lease Agreement (undated), by and between Grand Hyatt
Wailea, as Landlord, and X. X. Xxxxx Hotel Stores, Inc., as Tenant (Men's
Shop).
14. Standard Concession Lease Agreement dated September 10, 1991, by and
between Grand Wailea Company, as Landlord, and Resort Medical Services,
Ltd., as Tenant.
15. Concession Agreement dated December 15, 1997, by and between TSA Management
Company, Ltd., and The Business Center LLC, together with amendment dated
April 13, 1998 by and among Solidrock L.L.C., TSA Management Company, Ltd.,
and Grand Wailea Company.
16. Standard Concession Sublease Agreement dated January 1, 1993, by and
between TSA Management, Inc., and Double Check Photo Systems, Inc.,
together with Guaranty dated February 4, 1998 by Xxxxxx Xxxxxxxx, letter
dated April 17, 1998 addressed to Xx. Xxxxxx Xxxxxxxx from Xxxxxx Xxxxxxx
regarding "Lease Renewal", and Extension of Lease letter addressed to TSA
Management Company, Ltd.
2
Service Contracts
l. Mitsubishi Elevators & Escalators (Service Agreement dated August 1, 1993)
by and between Grand Wailea Resort, Hotel and Spa and MEC Elevator Company,
together with Vertical Transportation Maintenance Agreement (undated) by
and between MEC Elevator Company and Grand Wailea Resort, Hotel & Spa.
2. New Hermes Incorporated (Extended Warranty Agreement dated July 21, 1995)
by and between Grand Wailea Resort, Hotel & Spa, as buyer, and New Hermes,
Incorporated Service and Customer Support.
3. NEC Business Communication Systems (West), Inc. (Maintenance Service
Agreement NEC Business Communication Systems (Hawaii) dated November 21,
1996), by and between NEC Business Communication Systems (Hawaii), a
division of NEC Business Communication Systems (West), Inc., and Grand
Wailea Co., together with letter dated October 23, 1997 from NEC indicating
the automatic renewal of the NEAXA 2400 TELEPHONE switch, letter dated
November 18, 1997 offering to add the Centigram Voicemail system to fill
parts and labor telephone switch maintenance agreement.
4. Hawaii Sound Systems, Inc. (Agreement dated October 24, 1994 accepted by
Grand Wailea Resort).
5. Hewlett Packard (Agreement for Support Service Package Summary, Customer
Contract Information for Support Services, Support Service Summary,
Hardware Products Supported, Agreement Summary of Charges for Support
Services, dated February 18, 1998).
6. Xxxxxxx Controls (Renewal of Service Agreement - Metasys, JC 85/40 letter
dated July 23, 1996 accepted by Xxxxx Xxxxxxxxx on August 7, 1996).
7. JRS International, Inc. (Service Agreement dated October 1, 1993, but
effective October 1, 1993), by and between Grand Wailea Resort, Hotel and
Spa and JRS International, Inc.
8. MGM Services, Inc. (Service Agreement dated November 8, 1994, but effective
January 1, 1995), by and between Grand Wailea Resort, Hotel and Spa and MGM
Services, Inc.
9. Maui Audio Center (Service Agreement dated August 1, 1993, but effective
August 1, 1993), by and between Grand Wailea Resort, Hotel and Spa and Maui
Audio Center.
10. NALCO Chemical Company (Service Agreement dated May 23, 1994, but effective
as of June 1, 1994), by and between Grand Wailea Resort, Hotel and Spa, and
NALCO Chemical Company.
11. GASCO, Inc. (Service Agreement dated April 20, 1994, but effective April
15, 1994), by
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and between Grand Wailea Resort, Hotel and Spa, and GASCO, Inc.
12. Restaurant Environmental Services, Inc. (Service Agreement dated August 11,
1997, but effective as of August 11, 1997), by and between Grand Wailea
Resort, Hotel and Spa, and Restaurant Environmental Services Inc.
13. Servidyne Systems, Inc. (Service Agreement dated July 20, 1993, but
effective as of August 1, 1993), by and between Grand Wailea Resort, Hotel
and Spa, and Servidyne Systems, Inc.
14. TCI of Hawaii, Inc. (Cable Television Bulk Billing Agreement - Hotel -
Owner Installed, dated January 1, 1997 by TCI of Hawaii, Inc. dated January
1, 1997), by and between TCI of Hawaii, Inc., as Operator, and Grand Wailea
Resort, as Owner.
15. Simplex (Service Agreement dated July 10, 1997, but effective July 1,
1997), by and between Grand Wailea Resort, Hotel and Spa, and Simplex.
16. Uniquest The Solution Source (Purchase and Software License Agreement
Hospitality Division entered into on or about May 1993), by and between
UNIQUEST, Inc. and Grand Wailea Resort Hotel & Spa.
17. Valley Isle Pest Control, Inc. (Service Agreement dated August 18, 1993,
but effective September 1, 1993), by and between Grand Wailea Resort, Hotel
and Spa and Valley Isle Pest Control, Inc.
18. SESAC (SESAC, Inc. Hotel, Motel & Resort Performance License dated
September 25, 1996, between SESAC, Inc., and Grand Wailea Company, dba:
Grand Wailea Resort, Hotel & Spa).
19. LodgeNet (LodgeNet Guest Pay Agreement (undated) by and between LodgeNet
Entertainment Corporation and Grand Wailea Resort, Hotel & Spa, and
Addendum attached thereto), executed on or about May 23, 1996.
20. AT&T (AT&T Commission Agreement Renewal Agreement entered into June 16,
1995, between AT&T Communications, Inc. acting on behalf of the Interstate
Division of AT&T Corp. and the AT&T Communications interexchange companies,
and Grand Wailea Resort, together with AT&T Commission Agreement Bonus
Addendum entered into June 16, 1995, and Letter of Authorization).
21. BHP Petroleum - Gas Express (Letter regarding Commercial Fleet charge
cards).
22. EPS Electronic Processing Source, Inc. (Merchant Processing Agreement
entered by and among First USA Merchant Services, Inc., Electronic
Processing Source, Inc. and Grand Wailea Company, dba Grand Wailea Resort,
Hotel & Spa, executed on May 24, 1993).
23. Murad, Inc. (Murad, Inc. Charter Club Membership Agreement agreed by Grand
Wailea Resort & Spa).
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24. The Fidelio Agreements
25. Extended maintenance contract for Saflok door lock systems
26. Independent Contractor Agreement by and between Grand Wailea Resort, Hotel
& Spa and Xxx Xxxxxxxx of Wrap-A-Rainbow, Inc., dated to be effective
November 4, 1996
27. Service Agreement by and between Grand Wailea Resort, Hotel and Spa and
Authentic Concepts, Inc., dated and effective January 15, 1998.
28. Service Agreement by and between Grand Wailea Resort, Hotel and Spa and
Xxxxxxxx Watersports dated and effective January 12, 1998.
29. Service Agreement by and between Grand Wailea Resort, Hotel and Spa and
Rainbow Aquatics dated and effective January 15, 1998.
30. Service Agreement by and between Grand Wailea Resort, Hotel and Spa and
Xxxxxxxx Xxxxxx dated and effective January 19, 1998.
31. Service Contract with Xxxxxx Fargo & Co.
32. Service Contract with Vision Window Cleaning
33. Service Contract with AmeriClean Systems, Inc.
34. Service Contract with Maui Disposal Co., Inc.
35. Service Contract with Professional Cleaning Services (Nightshine Cleaning)
36. Service Contract with York International
37. Proposed 1999 Wholesale Contracts for each of the following (the ones
marked with an "*" have been executed):
- Aloha 7 Travel
- JTB Hawaii, Inc.
- Kintetsu International Express (USA), Inc.
- Pacifico Creative Services*
- Discovery Aloha, Inc.
- NTA Pacific
- Trans Orbit Hawaii, Inc.*
- Travel Plaza*
- Pleasant Holidays
- AmericanTours International*
- Connection Holidays
- Connoiseur Holidays Unlimited *
- Eurotours (New World Travel)
- Fantasy Holidays *
- Haddon Holidays
- Happy Tours *
- Liberty Travel/Gogo Tours *
- Rendevous Tours *
- Runaway Tours
- Soltur Inc.
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- Sterling Management, Inc
- Xxxxxxx Hawaii
- Sun Islands Hawaii
38. 1998 Wholesale Contracts for each of the following:
- Aloha 7 Travel
- JTB Hawaii, Inc.
- Kintetsu International Express (USA), Inc.
- Pacifico Creative Services
- R&C Hawaii Tours, Inc.
- Diamond Travel Hawaii
- Discovery Aloha, Inc.
- Hankyu Express USA, Inc.
- Meitetsu Hawaii, Inc.
- NTA Pacific
- Regency Tours
- Tokyu VITA Hawaii Tours
- Trans Orbit Hawaii, Inc.
- Travel Plaza
- Pleasant Holidays
- AmericanTours International Connection Holidays
- Connoisseur Holidays Unlimited
- Consortium Tours of North America
- Eurotours (New World Travel)
- Fantasy Holidays
- Gryphon Golf & Spa Experience, Inc.
- Haddon Holidays
- Happy Tours
- Liberty Travel/Gogo Tours
- Oceans Apart Vacations
- Rendevous Tours
- Runaway Tours
- Soltur Inc.
- Sterling Management, Inc
- Suntreks Hawaii
- Sun Islands Hawaii *
39. Service Agreement dated August 1, 1993 and effective as of August 1, 1993
by and between Grand Wailea Resort, Hotel and Spa ("GWRHS") and MEC
Elevator Company
40. Service Agreement dated August 11, 1997 and effective as of August 11, 1997
by and between GWRHS and Restaurant Environmental Services
41. Total Water Management Agreement effective as of May 1, 1998 between Grand
Wailea Resort and NALCO Chemical Company
42. Lodgenet Guest Pay Agreement between GWRHS and Lodgnet Entertainment
Corporation, together with Addendum to Lodgenet Guest Pay Agreement and
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correspondence related thereto
43. AT&T Networked Commerce Services General Agreement (unexecuted copy only)
44. Computerized Security Systems, Inc. Extended Service Agreement dated as of
July 15, 1995 by and between Computerized Security Systems, Inc. and the
Grand Wailea Resort for Saflok door lock system
45. Service Agreement dated as of August 1, 1997 by and between Xxxxxx Fargo &
Co. and GWRHS
46. Service Agreement dated as of April 27, 1998 and effective as of May 9,
1998 by and between GWRHS and Vision Window Cleaning
47. Letter Agreement dated February 9, 1998 by and between AmeriClean Systems,
Inc. and GWRHS
48. Service Agreement by and between Grand Wailea Resort and Maui Disposal Co.,
Inc.
49. Time and Material Agreement dated December 30, 1991 and effective as of
September 1, 1991 by and between Hyatt Corporation and Professional
Cleaning Services, together with Letter dated August 8, 1991 from
Professional Cleaning Services to GWRHS regarding proposal for degreasing
of Kitchen Exhaust Duct System
50. Service Agreement dated April 7, 1992 and effective as of August 20, 1991
by and between Hyatt Corporation and York International
Equipment Leases
l. Agreement dated October 23, 1997, by and between Grand Wailea Company and
International Business Machines Corporation, to provide
connectivity/networking.
2. Agreement dated November 21, 1997, by and between Grand Wailea Company and
International Business Machines Corporation, for desktop computer network
implementation.
3. The following Lease Agreements by and between Xerox and Grand Wailea
Company for copiers/facsimile machines:
- dated December 12, 1997 for DC 230 Copier in Kitchen
- dated February 2, 1998 for DC 265 Copier in Accounting
- dated July 24, 1997 for DC 230 Copier/Fax in HR
- dated July 24, 1997 for DC 220 Copier/Fax in Catering
- dated August 28, 1997 for DC 220 Copier in Banquets
- dated April 13, 1998 for DC 220 Copier/Fax in OTC
- dated August 24, 1997 for DC 230 Copier in Housekeeping
- dated August 20, 1998 for DC 220
- dated July 24, 1997 for DC 220 Copier/Fax in Accounting
- dated January 26, 1998 for DC 220 Copier in Spa
- dated July 24, 1997 for DC 220 Copier/Fax in Engineering
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- undated for DC 265 Copier in Front Office
- dated January 16, 1998 for 53282 Copier in Laundry
- dated January 16, 1998 for 53282 Copier in Purchasing
- dated January 16, 1998 for 53282 Copier in Housekeeping
- dated January 16, 1998 for 53282 Copier in Planning
- dated December 12, 1997 for 5892 Copier in Catering
- undated for 7042 Fax in Housekeeping
- dated January 26, 1998 for 7042 Fax in Xxxxx Xxxxxx
- dated August 4, 1998 for DWC 657 Fax in Reservations
4. Audio Visual Headquarters (Agreement for Audio Visual Equipment and
Services, entered into on March 1, 1997), by and between Audiovisual
Headquarters Corporation, and Grand Wailea Resort Hotel & Spa.
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