LEASE TRACT DESIGNATED ON THE MAP ATTACHED
AS EXHIBIT "J" ATTACHED HERETO (THE LEASE TRACT, EXCLUSIVE OF SAID PORTIONS
THEREOF SHOWN ON EXHIBIT "J" IS REFERRED TO HEREIN AS THE "HOTEL TRACT").
ALL
OF THE FOREGOING RIGHTS DESCRIBED IN THIS SECTION 1(D) ARE REFERRED TO HEREIN
COLLECTIVELY AS THE "ENTITLEMENTS", WHICH TERM SHALL NOT INCLUDE SELLER'S RIGHTS
UNDER ANY SUCH APPROVALS OR PERMITS TO THE EXTENT THE SAME BENEFIT LANDS OWNED
BY SELLER OTHER THAN THE LEASE TRACT; AND
(E)
TO THE EXTENT NOT INCLUDED WITHIN
PARAGRAPHS (A)-(D) ABOVE, ANY AND ALL (I) WARRANTIES, GUARANTIES, INDEMNITIES
AND CLAIMS, (II) LICENSES, PERMITS, GOVERNMENTAL APPROVALS AND SIMILAR DOCUMENTS
(AND SELLER'S RIGHTS AS APPLICANT WITH RESPECT THERETO AND (III) AT NO MATERIAL
COST TO SELLER, PLANS, DRAWINGS, ARCHITECT'S DRAWINGS, BLUE PRINTS,
SPECIFICATIONS, SITE PLANS, SURVEYS, SOIL STUDIES, ENGINEERING REPORTS AND OTHER
TECHNICAL DESCRIPTIONS WHICH RELATE IN ANY WAY TO THE DESIGN, OWNERSHIP, USE,
LEASING, MAINTENANCE, SERVICE OR OPERATION OF THE LEASE TRACT, IMPROVEMENTS,
PERSONALTY, ENTITLEMENTS OR ALLOCATIONS.
The above listed items are herein collectively called the "Property".
SECTION 2.
LEASE TERMINATION.
ON THE
CLOSING DATE, SELLER AND PURCHASER SHALL ENTER INTO AN AGREEMENT, IN FORM AND
SUBSTANCE SATISFACTORY TO SELLER AND PURCHASER (THE "LEASE TERMINATION"),
WHEREBY SUCH PARTIES TERMINATE THE 2001 LEASE AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES THEREUNDER (EXCEPT FOR THOSE RIGHTS AND OBLIGATIONS THAT, PURSUANT
TO THE TERMS OF THE 2001 LEASE, EXPRESSLY SURVIVE SUCH TERMINATION).
PURCHASER
SHALL RECEIVE A CREDIT AGAINST THE CLOSING PAYMENT FOR ANY RENT AND OTHER
PAYMENTS MADE BY PURCHASER UNDER THE 2001 LEASE WHICH RELATE TO ANY TIME ON OR
AFTER THE CLOSING DATE.
IN ADDITION, ON THE CLOSING DATE, SELLER AND PURCHASER
SHALL EXECUTE AND ACKNOWLEDGE AN INSTRUMENT, IN FORM AND SUBSTANCE SATISFACTORY
TO SELLER AND PURCHASER (THE "TERMINATION OF MEMORANDUM OF LEASE"), WHEREBY THE
PARTIES ACKNOWLEDGE THAT THE 2001 LEASE HAS BEEN TERMINATED AND THE PARTIES
TERMINATE THE MEMORANDUM OF HOTEL GROUND LEASE RECORDED ON APRIL 4, 1996 IN THE
BUREAU OF CONVEYANCES OF THE STATE OF HAWAII AS DOCUMENT NO. 96-046331, RELATING
TO THE LEASE ULTIMATELY AMENDED AND RESTATED BY THE 2001 LEASE.
SECTION 3.
PURCHASE PRICE.
(A)
AS CONSIDERATION FOR THE SALE, CONVEYANCE
AND CONTRIBUTION OF THE PROPERTY, PURCHASER SHALL, AT CLOSING:
(1)
FOR AN UNDIVIDED FIVE SEVENTHS (5/7)
INTEREST IN THE PROPERTY, PAY SELLER $25,000,000 (THE "CLOSING PAYMENT"); AND
(2)
FOR AN UNDIVIDED TWO-SEVENTHS (2/7)
INTEREST IN THE PROPERTY (THE "CONTRIBUTED PORTION OF THE PROPERTY"), ISSUE TO
SELLER, IN THE MANNER PRESCRIBED IN SECTION 3(B) BELOW, A LIMITED LIABILITY
COMPANY INTEREST IN THE COMPANY, CONSISTING OF:
(I)
A TWENTY-ONE AND FOUR-TENTHS PERCENT
(21.4%) INTEREST IN THE PROFITS AND INITIAL CAPITAL OF THE COMPANY (THE "EQUITY
INTEREST"); AND
(II)
A [*] PAYMENT EQUAL TO TWO MILLION FIVE
HUNDRED THOUSAND DOLLARS ($2,500,000) (THE "[*] PAYMENT") TO BE PAID, IF AT ALL,
UPON THE ALLOCATION TO PURCHASER OF THE [*] AND [*] FOR (1) THE NUMBER OF [*]
(UP TO [*]) NECESSARY TO DEVELOP AT LEAST
2
[*] SQUARE FEET OF