Exhibit 10.11
EXPENSE ALLOCATION AGREEMENT
EXPENSE ALLOCATION AGREEMENT, dated as of April 30, 1997 (the
"Agreement"), between KSL Recreation Corporation, a Delaware corporation (the
"KSL"), and KSL Recreation Group, Inc., a Delaware corporation ("Group").
W I T N E S S E T H:
WHEREAS, KSL has agreed to provide to Group and its subsidiaries
services necessary for the management of the businesses of Group and its
subsidiaries, and Group has agreed to pay for such services from KSL; and
WHEREAS, KSL and Group desire to make provision for certain ongoing
relationships among them.
NOW, THEREFORE, in consideration of the foregoing premises, and the
mutual promises of the parties hereinafter set forth, KSL and Group hereby agree
as follows:
SECTION 1. ENGAGEMENT.
1.1 Group engages KSL to provide the services specified in Section 2
of this Agreement to its businesses, and KSL accepts this engagement, on the
terms and conditions set forth in this Agreement.
SECTION 2. CERTAIN SERVICES RELATED TO MANAGEMENT.
2.1 Commencing on the date of this Agreement, and for the period
provided under Section 4 hereof, KSL shall make available to Group or any of its
subsidiaries, upon request by such party, management services, including without
limitation the following services (individually a "Service" and collectively,
the "Services"):
(a) The services of KSL's officers in management of Group and the
subsidiaries of Group.
(b) The services of KSL's officers in rendering general business
advice, including, without limitation, advice regarding operations and
production, distribution, marketing and the acquisition and disposition of
assets.
(c) The services of KSL's officers for financial advice and
services, including, without limitation, assistance with respect to matters such
as the raising of additional capital, cash management, treasury and financial
controls.
(d) The services of KSL's general counsel for legal advice.
(e) The services of KSL's officers for advice concerning foreign and
domestic taxes.
(f) The services of KSL's officers for personnel advice and
services, including, without limitation, administration of insurance, pension
and other employee benefit plans.
(g) The services of KSL's other staff, and the use of equipment,
office space, and facilities for such other advice and services related to the
operation of the business of Group or any of its subsidiaries as Group or any of
its subsidiaries may request from time to time.
2.2 Notwithstanding the provisions of subsection 2.1 hereof, KSL may
contract with third parties to perform any or all of the Services. Such third
parties will be engaged by KSL after consultation with Group.
SECTION 3. PRICING.
3.1 For the Services, Group shall pay to KSL an amount necessary to
pay reasonable compensation of the employees of KSL and the other reasonable
overhead expenses of KSL including, without limitation, its allocable share of
any space rented by KSL.
3.2 In addition to the payments under Section 3.1, Group shall,
within 15 days after its receipt of an invoice from KSL, reimburse KSL for its
reasonable out-of-pocket expenses (including, without limitation, the reasonable
fees and disbursements of its outside legal counsel and accountants) incurred by
it in providing Services to Group or any of its subsidiaries, as set forth in
the invoice.
SECTION 4. TERM OF AGREEMENT.
4.1 The initial term of this Agreement will be for one year
commencing on the Closing Date (the "Initial Term") and automatically renewed on
each anniversary of the end of the Initial Term, subject to earlier termination
as provided herein.
4.2 After the Initial Term, either party may terminate the Agreement
upon at least 30 days written notice to the other party.
SECTION 5. ACCESS TO INFORMATION.
5.1 Group shall provide to KSL all information necessary for KSL to
provide the Services.
SECTION 6. NOTICE.
6.1 Any notice, request, instruction, consent, approval or other
communication provided for herein shall be in writing and shall be delivered
personally, sent by certified or registered mail, postage prepaid, sent by
facsimile transmission, and shall be deemed given when so delivered personally,
if sent by facsimile transmission when sent, or if mailed, two business days
after the date of deposit in the United States mails, as follows:
To KSL: KSL Recreation Corporation
00-000 XXX Xxxxxxxxx
Xx Xxxxxx, Xxxxxxxxxx 00000
Attention:
Facsimile No.: 000-000-0000
To Group: KSL Recreation Corporation
00-000 XXX Xxxxxxxxx
Xx Xxxxxx, Xxxxxxxxxx 00000
Attention:
Facsimile No.: 000-000-0000
SECTION 7. INDEMNIFICATION.
7.1 To the fullest extent permitted by the Delaware General
Corporation Law, Group shall indemnify and hold harmless KSL and its affiliates
(other than Group and its subsidiaries), the respective directors, officers,
agents, employees and legal representatives of KSL and its affiliates (other
than Group and its subsidiaries) from and against any and all losses, claims,
damages, liabilities, joint or several (and all actions in respect thereof),
caused by, related to or arising out of KSL acting for, or providing Services
to, Group or any of its subsidiaries pursuant to this Agreement, and to
reimburse KSL and any other parties entitled to be indemnified hereunder for all
reasonable expenses (including attorneys' fees) incurred by KSL or any such
other indemnified party in connection with investigating, preparing or defending
any such action or claim.
SECTION 8. MISCELLANEOUS PROVISIONS.
(a) Assignment. No party to this Agreement may assign its rights or,
expect as permitted hereby, delegate its obligations under this Agreement to any
person, without the prior written consent of the other party.
(b) Successors Bound. Subject to the provisions of paragraph 8(a)
above, this Agreement is binding on, and inures to the benefit of, parties'
respective successors and permitted assigns.
(c) Headings. The paragraph headings in this Agreement are for
reference purposes only and will not affect the interpretation of this
Agreement.
(d) Entire Agreement. This Agreement records the final, complete and
entire agreement among the parties regarding engagement of KSL to provide
management and consulting services to Group, and it supersedes all prior oral
and written agreements, commitments or understandings with respect to the
matters provided for herein.
(e) Counterparts. This Agreement may be executed in counterparts,
each of which will constitute an original document and all of them, together,
will constitute the same agreement.
(f) Governing Law. The validity, construction, enforcement of this
Agreement are governed by the laws of California.
(g) Modification. A waiver, amendment, or modification of any
provision of this Agreement will be valid and effective only if it is evidenced
by a writing signed by each party to this Agreement.
IN WITNESS WHEREOF, the parties have set their hands effective as of
the date first above.
KSL RECREATION CORPORATION
By:______________________________________
Name:
Title:
KSL RECREATION GROUP, INC.
By:______________________________________
Name:
Title:
