<PAGE>




                          KSL RECREATION GROUP, INC.
                              55-880 PGA Boulevard
                           La Quinta, California 92253



                                                        Dated as of May 4, 2000


To the Lenders parties to the Credit Agreement hereinafter referred to:


      Re:  First Amendment
      --------------------


Ladies and Gentlemen:

      Reference is made to the Amended and Restated Credit  Agreement,  dated as
of April 9, 1998 (as amended or otherwise modified prior to the date hereof, the
"Existing  Credit  Agreement"),  among KSL  Recreation  Group,  Inc., a Delaware
corporation (the "Borrower"),  the various financial  institutions as are or may
become parties  thereto  (collectively,  the  "Lenders",  and,  individually,  a
"Lender"),   Donaldson,   Lufkin  &  Jenrette  Securities   Corporation,   as  a
Co-Syndication Agent and as the Documentation Agent, the Bank of Nova Scotia, as
a  Co-Syndication  Agent  and  as  the  Administrative  Agent,  and  BancAmerica
Securities,  Inc., as the Syndication  Agent.  Unless otherwise  defined in this
first amendment to the Credit Agreement (this  "Amendment" and together with the
Existing Credit Agreement,  the "Credit Agreement"),  terms used herein have the
meaning provided in the Credit Agreement.

SECTION 1. AMENDMENT.  We hereby request that the Lenders amend clause (d) of
           ---------
           Section 7.2.6 of the Existing Credit in its entirety to read as
           follows:

                (d)  repurchase  shares  of its  Capital  Stock  (together  with
           options or warrants in respect of any thereof)  and pay  dividends to
           KSL in amounts  necessary to permit KSL to repurchase shares of KSL's
           Capital  Stock  (together  with options or warrants in respect of any
           thereof)  held by the  officers,  directors and employees of KSL, the
           Borrower or any of their  respective  Subsidiaries or Affiliates,  so
           long as such  repurchase is pursuant to, and in  accordance  with the
           terms of, management and/or employee stock plans,  stock subscription
           agreements or shareholder agreements;

SECTION    2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective
           as of the date  first  above  written  (the  "Effective  Date")  upon
           receipt by the Administrative  Agent (or its counsel) of counterparts
           of this  Amendment  duly  executed by the  Borrower  and the Required
           Lenders.



B.         Representations and Warranties.  The Borrower hereby represents and
           ------------------------------
           warrants that both before and after giving effect to this
           Amendment, (a) the representations and warranties act forth in
           Article VI of the Existing Credit Agreement and in each other Loan
           ----------
           Document are, in each case, be true and correct in all material
           respects with the same effect as if then made (unless stated to
           relate solely to an earlier date, in which case such
           representations and warranties were true and correct in all
           material respects as of such earlier date) and (b) no Default has
           occurred and is continuing.

C.         Miscellaneous.  Except as expressly modified hereby, the Existing
           -------------
           Credit Agreement shall remain unmodified and shall be in full force
           and effect in accordance with its terms, and this Amendment shall be
           limited to the express provisions modified hereby and to this
           occasion alone.  No modification by the Administrative Agent or by
           any Lender hereunder shall be applicable to subsequent
           transactions.  No modification hereunder shall require any similar
           or dissimilar modification hereafter to be granted.  This Amendment
           may be executed by facsimile in separate counterparts, each of
           which shall be deemed to be an original and all of which shall
           constitute together but one and the same Amendment and shall be
           governed by the internal laws of the State of New York.

<PAGE>

SECTION    4. GRANT OF MODIFICATIONS.  If the foregoing constitutes an agreement
           among us, and you are  agreeable to granting the  amendment  provided
           for herein on the terms set forth herein,  kindly sign a copy of this
           Amendment in the location set forth below.


                               KSL RECREATION GROUP, INC.



                               By:     /s/ John K. Saer, Jr.
                                    --------------------------
                               Title: Chief Financial Officer





ACKOWLEDGED, AGREED & ACCEPTED:


     The Bank of Nova Scotia
     ----------------------------------------

     DLJ Capital Funding, Inc.
     ----------------------------------------

     Bank Leumi USA
     ----------------------------------------

     Bank of America, N.A.
     ----------------------------------------

     Fleet National Bank
     ----------------------------------------

     Banque National de Paris
     ----------------------------------------

     The Chase Manhattan Bank
     ----------------------------------------

     Citicorp USA, Inc.
     ----------------------------------------

     Credit Suisse First Boston
     ----------------------------------------

     Bankers Trust Company
     ----------------------------------------

     ARCHIMEDES FUNDING III, LTD.
     By: ING Capital Advisors LLC,
         as Collateral Manager
     ----------------------------------------

     ING HIGH INCOME PRINCIPAL
     PRESERVATION FUND HOLDINGS, LDC.,
     By: ING Capital Advisors LLC
         As Investment Advisor
     ----------------------------------------

     AERIES FINANCE-II LIMITED
     By: INVESCO Senior Secured Management,
         Inc., as Sub-Managing Agent
     ----------------------------------------

     CERES FINANCE LTD.
     By: INVESCO Senior Secured Management,
         Inc., as Sub-Managing Agent
     ----------------------------------------

     FLOATING RATE PORTFOLIO
     By: INVESCO Senior Secured Management,
         Inc., as attorney in fact
     ----------------------------------------

     Stanfield CLO Ltd.
     By: Stanfield Capital Partners LLC
         As its Collateral Manager
     ----------------------------------------

     Union Bank of California, N.A.
     ----------------------------------------
<PAGE>

     VAN KAMPEN
     PRIME REATE INCOME TRUST
     By: Van Kampen Investment Advisory Corp.
     ----------------------------------------

     VAN KAMPEN C:P I, LIMITED
     By: VAN KAMPEN MANAGEMENT INC.,
         As Collateral Manager
     ----------------------------------------

     Wells Fargo Bank, N.A.
     ----------------------------------------