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Exhibit 10.5
ROYALTY AGREEMENT
This Royalty Agreement ("Agreement"), dated as of August 15, 1996, is
between HOWARD HUGHES PROPERTIES, LIMITED PARTNERSHIP, a Delaware limited
partnership ("HHP"), and THE RESORT AT SUMMERLIN, LIMITED PARTNERSHIP, a Nevada
limited partnership ("RASLP").
R E C I T A L S
A. This Agreement is an obligation of RASLP, its successors and assigns
in favor of HHP, its successors and assigns.
B. This Agreement touches and concerns the real property (the "Property")
described on Attachment "A" attached hereto and by this reference incorporated
herein and runs with the Property binding on the successors in title of RASLP
for the benefit of HHP, its successors and assigns.
C. This Agreement is made by RASLP in consideration of (i) HHP granting
RASLP a right of first offer on future casino gaming opportunities in the
Planned Community and HHP granting RASLP the exclusive right to operate a hotel
casino in Summerlin North as provided in the Agreement for the Purchase and Sale
of Real Property between HHP and Seven Circle Resorts, Inc., a Delaware
corporation, dated May 22, 1996, as amended, (the "Purchase Agreement"), which
was thereafter assigned by Seven Circle Resorts, Inc. to RASLP by that certain
Assignment of Rights Under Agreement for the Purchase and Sale of Real Property,
dated as of August 6, 1996, (ii) HHP causing RASLP to have priority for the
reservation of a minimum of 50% of the starting times at the TPC at The Canyons
resort golf course at Summerlin, (the "TPC at The Canyons"), (iii) HHP causing
RASLP to have membership in the Tournament Player's Club network of golf courses
operated by PGA Tour, Inc. (hereafter, "PGA Tour") or its affiliates, (iv) HHP
cooperating with RASLP in the coordination of marketing efforts, (vi) HHP, at
the request of RASLP, acting as liaison between RASLP and the Summerlin Planned
Community, the homeowner associations at the Summerlin Planned Community, and
the City of Las Vegas, Nevada, and (vii) the grant of license to use the
"Summerlin" name as provided in the Trademark, Service Mark Licensing Agreement
(the "Service Mark Licensing Agreement") dated as of August 15, 1996, between
HHP and RASLP.
D. RASLP and HHP agree that all of the foregoing enhance the value of
business operations to be conducted on the Property.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, RASLP and HHP hereby agree as follows:
ARTICLE 1. DEFINITIONS AND INTERPRETATIONS
For purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires, the following terms shall have the
following respective meanings:
1.1 Agreed Rate means a fluctuating rate per annum equal to the reference
rate of Bank of America National Trust and Savings Association. In the event
Bank of America National Trust and Savings Association should cease to exist or
to announce a reference rate of interest for any reason, the party to whom
payment is owed shall select the reference rate of interest of another financial
institution of similar stature that is reasonably acceptable to the other party.
1.2 Business Day means any day not a Saturday, Sunday or legal holiday
under the laws of the State of Nevada or any other day on which banking
institutions are authorized by law to close in such State.
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1.3 Construction Commencement means the first date on which RASLP shall
have performed all of the following:
(i) RASLP has submitted the Development Plan (as defined in the
Development Declaration) for the Initial Project to HHP and HHP has
approved the drawings and specifications with or without conditions to
such approval.
(ii) RASLP has entered into bona fide contract(s) with one or more
general contractors for the construction of the Initial Project.
(iii) RASLP has obtained a building permit from the City of Las Vegas
for the construction of the Initial Project.
(iv) RASLP has obtained a written commitment for construction
financing for the Initial Project.
(v) RASLP has substantially commenced grading of the Property in
accordance with an HHP approved grading plan.
(vi) RASLP or one of the following three entities: (i) Seven Circle
Resorts of Nevada, Inc., (ii) Seven Circle Gaming Corporation, or
(iii) Seven Circle Resorts, Inc. has obtained (A) a distributor's
gaming license pursuant to NRS Chapter 463 which can be converted to a
nonrestricted gaming license prior to the opening of the Initial
Project, or (B) a nonrestricted gaming license pursuant to NRS Chapter
463 with respect of the Property.
1.4 Declaration means the Development Declaration and Option to
Repurchase, between HHP and RASLP, dated August 15, 1996.
1.5 Golf Course Agreement means that certain Agreement between HHP,
Summerlin Corporation and TPC at Summerlin, Inc., dated July 10, 1996.
1.6 Governmental Authority means (i) any foreign governmental authority,
the United States of America, any State of the United States or any political
subdivision, agency or instrumentality of any of the foregoing and (ii) when
used with reference to any Person, any agency, department, commission, board,
bureau, court or other tribunal having jurisdiction over such Person.
1.7 Hotel and Casino Operation Commencement Date means the first day upon
which a hotel or a casino is open for business to the general public on the
Property.
1.8 Initial Project means the hotel and casino to be constructed on the
Property.
1.9 Legal Requirement means any and all (i) applicable laws (statutory and
administrative), ordinances, rules and regulations; (ii) judgments, orders,
injunctions and decrees; (iii) contracts with governmental authorities relating
to compliance with the items described in (i) or (ii) above; and (iv) permits
issued by governmental authorities.
1.10 Material Adverse Effect means, relative to any occurrence of whatever
nature (including any adverse determination in any litigation, arbitration or
governmental investigation or proceeding), and after taking into account actual
insurance coverage and effective indemnification with respect to such occurrence
but only if the insurer or indemnitor (as the case may be) has not denied
coverage or liability (as the case may be), a Material Adverse Effect on (i) the
financial condition of RASLP, (ii) RASLP's ability to perform its obligations
under this Agreement in all material respects, (iii) RASLP's ability to carry
out and complete the Business Plan in all material respects, (iv) the value or
marketability of the Initial Project, (v) the validity, legality, enforceability
of this Agreement or (vi) the ability of HHP to exercise or enforce any of its
rights and remedies under this Agreement in all material respects.
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1.11 Nevada Gaming Authorities means the Nevada State Gaming Control
Board and the Nevada State Gaming Commission.
1.12 Officer's Certificate means a certificate signed by the
president, the chief financial officer or the chief accounting officer of RASLP
or any entity that is a successor or assign to RASLP.
1.13 Person means an individual, estate, corporation, joint venture,
trust, unincorporated organization, association, Governmental Authority or
other entity.
1.14 Planned Community means the real property of HHP in the City of
Las Vegas and unincorporated portions of Clark County, Nevada described on
Attachment "B" containing, among other things, the Property.
1.15 Property means the parcels of land located in the City of Las
Vegas, Nevada, described in Attachment "A".
1.16 Quarter means a calendar quarter beginning on January 1, April
1, July 1, or September 1, of each year during the Term of this Agreement.
1.17 Royalty Commencement Date means the earlier of (i) the Hotel and
Casino Operation Commencement Date, or (ii) 18 months following Construction
Commencement.
ARTICLE 2 CREATION, GRANT, ASSIGNMENT AND PAYMENT OF ROYALTY
2.1 Royalty Agreement. In consideration of the exclusivity
provisions of this Agreement, the right to use the name "Summerlin" pursuant to
the Service Mark Licensing Agreement, marketing coordination, and other good
and valuable consideration, RASLP hereby agrees to pay on a quarterly basis, a
fee (the "Royalty Fee") in accordance with, and subject to, the terms of this
Agreement. The Royalty Fee will be paid in consideration of (i) HHP granting
RASLP a right of first offer on future casino gaming opportunities in the
Planned Community pursuant to Section 13.2 of the Purchase Agreement other than
Summerlin North, in which RASLP has the exclusive right to operate a casino
pursuant to Section 13.3 of the Purchase Agreement, (ii) HHP causing RASLP to
have priority for the reservation of a minimum of 50% of the starting times at
the TPC at The Canyons, (iii) HHP causing RASLP to have membership in the
Tournament Player's Club network of golf courses operated by PGA Tour or its
affiliates, (iv) HHP cooperating with RASLP in the coordination of marketing
efforts, (v) HHP granting RASLP the exclusive right to operate a hotel casino
in Summerlin North as provided in Section 13.3 of the Purchase Agreement, (vii)
HHP, at the request of RASLP, acting as liaison between RASLP and the Summerlin
Planned Community, the homeowner associations at the Summerlin Planned
Community, and the City of Las Vegas, Nevada. RASLP acknowledges that HHP has
certain fiduciary obligations to the homeowners associations referred to above
and RASLP agrees that nothing in this paragraph is intended nor shall it be
construed as in any way affecting or limiting the obligations of HHP (or HHP's
employees acting on behalf of such associations) to act in the best interests
of the associations and the members thereof, and (viii) the grant of license to
use the "Summerlin" name as provided in the Service Mark Licensing Agreement
dated as of August 15, 1996 between HHP and RASLP. RASLP shall receive a credit
against the Royalty Fee for amounts paid pursuant to Section 2.1 and only
Section 2.1 of the Golf Course Agreement by or on behalf of the Resort Operator
(as defined in the Golf Course Agreement).
2.2 Commencement. The Royalty Fee will be payable with respect to
every year during the term of this Agreement beginning on the Royalty
Commencement Date.
2.3 Amount of Royalty. The Royalty Fee shall initially be
$1,000,000 per year increasing on the fifth anniversary of the Royalty
Commencement Date and each successive fifth anniversary of the Royalty
Commencement Date thereafter by an amount equal to 15% of the amount paid at
the end of the preceding five year period. Therefore, by way of example, the
Royalty Fee will be $1,000,000 in each of
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years 1 through 5; $1,150,000 in each of years 6 through 10; $1,322,500 in each
of years 11 through 15 and so on.
2.4 Royalty Fee Payments. With the exception of the component of
the Royalty Fee credited to RASLP due to payments made pursuant to Section 2.1
of the Golf Course Agreement, Royalty Fee payments will be made quarterly in
equal installments commencing the last day of the Quarter in which the Royalty
Commencement Date occurs but in no event sooner than forty-five (45) days
following the Royalty Commencement Date and on the last day of each Quarter
thereafter, with the first such payment being prorated for the number of days
in the initial Quarter before and after the Royalty Commencement Date.
2.5 Termination of Golf Course Agreement. If the TPC at Summerlin,
Inc. terminates the Golf Course Agreement through no fault of RASLP and RASLP
no longer has a right to control a minimum of 50% of the tee times and receive
the other benefits from the TPC at Summerlin, Inc. contemplated herein, then
the Royalty Fee shall be reduced to 50% of the amount payable prior to such
termination; provided the Royalty Fee shall thereafter be subject to increase in
accordance with Section 2.3
2.6 Payments Due on Holidays. Whenever any amount payable hereunder
shall be due on a day which is not a Business Day, the date for payment thereof
shall be extended to the next succeeding Business Day.
2.7 Default Rate. Any amount not paid as and when due hereunder
shall, to the extent permitted by applicable law, bear interest at the Agreed
Rate plus seven percent (7%) per annum from the date due until the date paid.
2.8 Royalty to Run with the Property. The Royalty Fee touches and
concerns the Property and shall run with the Property for a term of ninety-nine
(99) years, binding on the successors in title of RASLP for the benefit of HHP,
its successors and assigns. There shall never be a prepayment or a liquidation
of the obligation of RASLP to pay HHP the Royalty Fee.
2.9 Default in Payment of Royalty. In the event RASLP shall fail to
pay any installment of the Royalty Fee when due and such failure is not cured
within 30 days of notice from HHP, HHP shall have the right, in addition to any
other remedy available under this Agreement or at law or equity, to terminate
this Agreement, the Option Agreement and the Assignment and Assumption of the
Golf Course Agreement and all obligations thereunder.
2.10 Default by HHP. In the event that (i) HHP shall default in its
obligations under Section 13.2 or 13.3 of the Purchase Agreement or the Service
Mark Licensing Agreement, and such default is not cured within the applicable
cure periods provided in such agreements, and (ii) HHP is thereafter relieved
of its obligations under such provisions, then the Royalty Fee shall be reduced
to 50% of the amount payable prior to such default; provided the Royalty Fee
shall thereafter be subject to increase in accordance with Section 2.3.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES
RASLP represents and warrants that to the best of its knowledge:
3.1 Organization, Qualification, Authorization, Etc. RASLP (i) is a
corporation duly formed and existing in good standing under the laws of the
State of Delaware, (ii) has the power to own the Property and to develop and,
own and operate the Initial Project, to consummate the transactions
contemplated by this Agreement and (iii) is authorized to do business and is in
good standing in the State of Nevada.
3.2 Validity. The execution, delivery and performance by RASLP of
this Agreement have been duly authorized by all necessary corporate action on
the part of RASLP. This Agreement constitutes a legal, valid and binding
obligation of RASLP, enforceable in accordance with its terms, except as the
enforceability hereof may be limited by bankruptcy, insolvency or other laws of
general application relating
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to the enforcement of creditors' rights or by equitable principles (regardless
of whether enforcement is considered in a court of law or a proceeding in
equity).
3.3 No Material Adverse Effect. There is no fact peculiar to RASLP or the
Initial Project which has had a Material Adverse Effect or which RASLP
reasonably believes will have a Material Adverse Effect in the foreseeable
future.
3.4 Compliance with Legal Requirements, Other Instruments, etc. The
execution, delivery and performance of this Agreement by RASLP will not result
in a violation of or constitute a default under any provision of its corporate
charter, articles of incorporation or bylaws or of any agreement, contract,
lease, permit or other document or instrument to which RASLP is a party or by
which RASLP or the Property is bound. The execution, delivery and performance
of this Agreement by RASLP will not result in a violation of any applicable
Legal Requirement.
3.5 Litigation, etc. On the date hereof, there is no action, suit,
investigation or proceeding pending or, to the knowledge of RASLP, threatened
against or affecting RASLP which would materially affect the Initial Project.
No action, suit, investigation or proceeding is pending or, to the knowledge of
RASLP, threatened against or affecting RASLP or the Initial Project which could
reasonably be expected to have a Material Adverse Effect.
3.6 Governmental Consents, etc. RASLP is not required to obtain any
consent, approval or authorization of, or to make any registration, declaration
or filing with, any Governmental Authority as a condition precedent to (i) the
valid execution and delivery by it of this Agreement or (ii) the valid
performance by it of this Agreement other than those contemplated by, or
required to be obtained or made in the performance of any covenant contained
in, this Agreement and except as may be required by the Nevada Gaming
Authorities. Within ten (10) days after the date hereof, RASLP covenants and
agrees to seek any required consent, approval or authorization from the Nevada
Gaming Authorities and diligently pursue such approval, consent or
authorization. RASLP shall cooperate with HHP in order to avoid any consent,
approval or authorization requirement which may be imposed on HHP. HHP will
cooperate with RASLP in order to facilitate any consent, approval or
authorization in favor of RASLP.
ARTICLE 4. INDEMNITY
4.1 RASLP agrees to indemnify and hold harmless HHP and each of its
partners, employees and agents (collectively, the "Indemnitees") from and
against any and all actions, causes of action, suits, judgments, citations,
directives, demands, assessments, penalties, losses, liabilities, damages and
expenses, including, without limitation, reasonable attorneys' fees and
disbursements (including, without limitation, the reasonable fees and
disbursements of counsel for the Indemnitees in connection with any
investigative, administrative or judicial proceeding, whether or not any of the
indemnitees shall be designated a party thereto) (collectively, the
"Indemnified Liabilities"), incurred, suffered, sustained or required to be
paid by the Indemnitees or any of them as a result of, or arising out of, or
relating to:
(i) any breach of any representation of warranty or RASLP contained
herein,
(ii) the nonfulfillment by RASLP of, or its failure to perform, any
of its covenants or agreements contained herein, or
(iii) the exercise, protection or enforcement by HHP of any of its
rights, remedies, powers or privileges under this Agreement;
PROVIDED, HOWEVER, that (A) RASLP shall not be liable under the foregoing
indemnity in respect of any Indemnified Liabilities resulting from the gross
negligence, bad faith or willful misconduct of any Indemnitee and (B) each
Indemnitee shall promptly notify RASLP in writing if such Indemnitee becomes
aware of any facts which might reasonably be expected to result in a claim
against RASLP under the foregoing indemnity and shall cooperate (including,
without limitation, by providing access to books, records
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and personnel) with RASLP and its counsel in defending and contesting such
claim, it being understood and agreed that neither the failure of HHP to so
notify RASLP with respect to any such matter nor the failure of HHP to so
cooperate with RASLP and its counsel shall relieve RASLP of its obligation
hereunder to indemnify the Indemnitees with respect to any Indemnified
Liabilities unless, and then only to the extent that, such failure has had a
Material Adverse Effect on the ability of RASLP or its counsel to effectively
defend against or contest such Indemnified Liabilities. For purposes of
subclause (B) above, HHP shall not be deemed to have become aware of any fact
unless such fact is actually known to any officer or director of any general
partner of HHP, any Person controlling HHP or an employee or agent of any of
them.
4.2 HHP agrees to indemnify and hold harmless RASLP and each of its
partners, employees and agents (collectively, the "Indemnitees") from and
against any and all actions, causes of action, suits, judgments, citations,
directives, demands, assessments, penalties, losses, liabilities, damages and
expenses, including, without limitation, reasonable attorneys' fees and
disbursements (including, without limitation, the reasonable fees and
disbursements of counsel for the Indemnitees in connection with any
investigative, administrative or judicial proceeding, whether or not any of the
Indemnitees shall be designated a party thereto) (collectively, the
"Indemnified Liabilities"), incurred, suffered, sustained or required to be
paid by the Indemnitees or any of them as a result of, or arising out of, or
relating to:
(i) any breach of any representation or warranty of HHP contained
herein,
(ii) the nonfulfillment by HHP of, or its failure to perform, any of
its covenants or agreements contained herein.
(iii) the exercise, protection or enforcement by RASLP of any of its
rights, remedies, powers or privileges under this Agreement, or
(iv) payments due under Section 2.1 of the Golf Course Agreement
until the opening of the Initial Project in the event of a
failure of the Initial Project to open on or before December 31,
1998 due to a delay occasioned by HHP provided HHP's obligation
under this subsection (iv) shall be limited to the prorata
portion of such payments due in proportion to the number of days
by which HHP has delayed the opening of the Initial Project. By
way of example, if the Initial Project opens on January 30, 1999
(i.e., thirty (30) days delayed), and HHP has caused ten (10)
days of delay, HHP's obligation under this subsection (iv) shall
be limited to one-third of the payments due pursuant to Section
2.1;
PROVIDED, HOWEVER, that (A) HHP shall not be liable under the foregoing
indemnity in respect of any Indemnified Liabilities resulting from the gross
negligence, bad faith or willful misconduct of any Indemnitee and (B) each
Indemnitee shall promptly notify HHP in writing if such Indemnitee becomes
aware of any facts which might reasonably be expected to result in a claim
against HHP under the foregoing indemnity and shall cooperate (including,
without limitation, by providing access to books, records and personnel) with
HHP and its counsel in defending and contesting such claim, it being understood
and agreed that neither the failure of RASLP to so notify HHP with respect to
any such matter nor the failure of RASLP to so cooperate with HHP and its
counsel shall relieve HHP of its obligation hereunder to indemnify the
Indemnitees with respect to any Indemnified Liabilities unless, and then only
to the extent that, such failure has had a Material Adverse Effect on the
ability of HHP or its counsel to effectively defend against or contest such
Indemnified Liabilities. For purposes of subclause of (B) above, RASLP shall
not be deemed to have become aware of any fact unless such fact is actually
known to any officer or director of any general partner of RASLP, any Person
controlling RASLP or an employee or agent of any of them.
4.3 To the extent that the undertaking to indemnify, pay and hold
harmless set forth in the preceding Sections 4.1 and 4.2 may be unenforceable
because it is violative of any law or public policy, the indemnifying party
shall contribute the maximum portion which it is permitted to pay and satisfy
under applicable law and public policy to the payment and satisfaction of its
indemnification obligations. The
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obligations of each party to this Agreement under this Article 4 shall survive
the termination this Agreement.
ARTICLE 5. MISCELLANEOUS
5.1 Time. Time is of the essence in this Agreement and all of the terms,
covenants and conditions hereof.
5.2 Governing Law. The laws of the State of Nevada shall govern the
validity, construction, performance and effect of this Agreement.
5.3 Integration. This Agreement contains the entire agreement between
the parties and cannot be changed or terminated orally.
5.4 Severability. If any term, provision, covenant or condition of this
Agreement, or any application thereof, should be held by a court of competent
jurisdiction to be invalid, void or unenforceable, all provisions, covenants
and conditions of this Agreement, and all applications thereof, not held
invalid, void or unenforceable, shall continue in full force and effect and
shall in no way be affected, impaired or invalidated thereby.
5.5 Successors and Assigns. The terms, provisions, covenants and
conditions of this Agreement shall apply to, bind and inure to the benefit of,
the heirs, executors, administrators, legal representatives, successors and
assigns of the parties.
5.6 Captions. The captions appearing at the commencement of the
Articles, Sections and paragraphs hereof are descriptive only and for
convenience in reference to this Agreement and in no way whatsoever define,
limit or describe the scope or intent of this Agreement, nor in any way affect
this Agreement.
5.7 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an executed original and all of which together shall
constitute one and the same instrument.
5.8 Attorneys' Fees. In the event of litigation, the prevailing party
shall be entitled to recover its reasonable attorneys' fees and costs, whether
or not the litigation is prosecuted to judgment.
5.9 Further Assurances. The parties hereto shall take any actions
necessary on or after the date hereof which may be required to effectuate the
terms of this Agreement.
5.10 Notices. All notices or other communications between HHP and RASLP
required or permitted hereunder shall be in writing and personally delivered or
sent by certified United States mail, return receipt requested, postage
prepaid, to the following address (until a notice of change thereof shall
have been delivered as provided in this Section 5.10):
If to HHP: HOWARD HUGHES PROPERTIES,
LIMITED PARTNERSHIP
3800 Howard Hughes Parkway, Suite 1700
Las Vegas, Nevada 89109
Attn: General Counsel
If to RASLP: THE RESORT AT SUMMERLIN,
LIMITED PARTNERSHIP
1512 Larimer Street, Suite 300
Denver, Colorado 80202
Attention: Mr. John J. Tipton, Esq.
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With a copy to: BAKER & HOSTETLER
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203-1264
Attention: Victor L. Wallace, II
and a copy to: GORDON & SILVER, LTD.
3800 Howard Hughes Parkway, 14th Floor
Las Vegas, Nevada 89109
Attention: Jeffrey A. Silver
if to Escrow Holder: NEVADA TITLE COMPANY
3320 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
Attention: Roger Waite
5.11 No Corporate, Joint Venture or Agency Intended. Neither the
execution, delivery or performance of this Agreement nor the creation,
transfer, assignment or existence of the Royalty Fee nor the consummation of
any of the transactions contemplated hereby is intended, nor will the same be
deemed or construed, to create a fiduciary relationship, corporate, joint
venture, agency or common interest in profits or income between RASLP and HHP
or to create an equity in HHP or to make HHP in any way responsible for the
debts or losses of RASLP, including those attributable to the Initial Project.
RASLP and HHP hereby disclaim any sharing of liabilities, losses or expenses
relating to the matters covered hereby.
5.12 Term. The term of this Agreement (the "Term") shall commence upon
mutual execution and shall continue for a period of ninety-nine (99) years
thereafter unless sooner terminated in accordance with Sections 2.9 or 2.10
above.
5.13 Force Majeure. The time period for the performance of any
non-monetary obligation under this Agreement shall be extended for any period
that such performance is delayed or becomes impossible due to any Act of God,
war, civil insurrection, riot, earthquake, fire, weather, sickness, accident,
epidemic, act of government or government regulation, general or sympathetic
strike or lockout, unavailability of labor or materials, or any other cause
beyond the control of a party to this Agreement including, without limitation,
delays occasioned by the investigation of RASLP or one of the following three
entities: (i) Seven Circle Resorts of Nevada, Inc., (ii) Seven Circle Gaming
Corporation, or (iii) Seven Circle Resorts, Inc. by the State Gaming Control
Board provided that RASLP is cooperating with such investigation.
5.14 Undertaking of HHP. HHP undertakes and agrees to cause the Golf
Course Agreement to be modified prior to the contemplated assignment of the
Golf Course Agreement to RASLP to revise the description of the Resort Parcel
(as defined in the Golf Course Agreement) to include the Property.
5.15 Construction. Whenever the consent of a party to this Agreement is
required pursuant to this Agreement or any related agreement, such consent
shall, in all cases, not be unreasonably withheld or delayed.
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5.16 Counterparts. This Agreement may be executed in several
counterparts and all so executed shall constitute one Agreement, binding on all
the parties hereto even though all the parties are not signatories to the
original or the same counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
HHP: RASLP:
HOWARD HUGHES, PROPERTIES, LIMITED THE RESORT AT SUMMERLIN, LIMITED
PARTNERSHIP, a Delaware limited partnership PARTNERSHIP, a Nevada limited
partnership
By its sole general partner, By its general partner, The
THE HOWARD HUGHES CORPORATION, Resort at Summerlin, Inc., a
a Delaware corporation Nevada corporation
By: /s/ John A. Kilduff By: /s/ John J. Typton
- -------------------------------- ------------------------------
Name: John A. Kilduff Name: John J. Typton
- -------------------------------- ------------------------------
Title: Executive Vice President Title: Senior Vice-President
- -------------------------------- ------------------------------
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ATTACHMENT "A"
ATTACHMENT "A"
TO ROYALTY AGREEMENT
DESCRIPTION OF THE "PROPERTY"
SALE PARCEL
ALL OF PARCEL 1 AS SHOWN BY MAP THEREOF ON FILE IN FILE 82, PAGE 64 OF PARCEL
MAPS IN THE CLARK COUNTY RECORDER'S OFFICE, CLARK COUNTY, NEVADA LYING WITHIN
THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 29, TOWNSHIP 20 SOUTH, RANGE 60 EAST,
M.D.M. CITY OF LAS VEGAS, CLARK COUNTY, NEVADA.
OPTION PARCEL
ALL OF PARCEL 2 AS SHOWN BY MAP THEREOF ON FILE IN FILE 82, PAGE 64 OF PARCEL
MAPS IN THE CLARK COUNTY RECORDER'S OFFICE, CLARK COUNTY, NEVADA LYING WITHIN
THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 29 AND THE SOUTHEAST QUARTER (SE 1/4)
OF SECTION 30, TOWNSHIP 20 SOUTH, RANGE 60 EAST, M.D.M., CITY OF LAS VEGAS,
CLARK COUNTY, NEVADA.
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ATTACHMENT "B"
ATTACHMENT "B"
TO ROYALTY AGREEMENT
DESCRIPTION OF THE PLANNED COMMUNITY
That parcel of land situated in the County of Clark, State of Nevada, described
as portions of particular Townships and Ranges of M.D.B.& M., as follows:
Township 20 South, Range 60 East, M.D.M.
All of Sections 19 and 30;
AND
The West 1/2 of Section 29;
TOGETHER WITH AND INCLUDING
Those certain portions of Sections 17, 18, 20 and 21, as shown in File 54 of
Parcel Maps, at page 82, Official Records, Clark County, Nevada
Township 20 South, Range 59 East, M.D.M.
All of Sections 15, 21, 22, 25, 26, 27, 28, 29, 33, 34, 35 and 36;
AND
The South 1/2 of Section 16;
AND
The Southeast 1/4 of Section 17;
AND
The South 1/2 and the Northeast 1/4 of Section 20;
TOGETHER WITH AND INCLUDING
That portion of Section 13, being a part of Parcel 4 as shown in File 54 of
Parcel Maps, at Page 82, Official Records, Clark County, Nevada;
AND
That portion of Section 13, being a part of Parcel 4 as shown by an Amended
Plat in File 78 of Parcel Maps, at Page 57, Official Records, Clark County,
Nevada;
AND
That portion of Section 14, being a part of Parcel 2 and Parcel 4 as shown by
an Amended Plat in File 78 of Parcel Maps, at Page 57, Official Records, Clark
County, Nevada;
AND
All of Sections 23 and 24, except Parcel 3 as shown by an Amended Plat in File
78 of Parcel Maps, at Page 57, Official Records, Clark County, Nevada;
AND
That portion of Section 32, being Parcel 3 as shown in File 58 of Parcel Maps,
at Page 27, Official Records, Clark County, Nevada.
EXCEPTING FROM THE ABOVE DESCRIBED PARCEL OF LAND those certain portions of
land more particularly described as follows:
Township 21 South, Range 59 East, M.D.M.
All of Sections 1, 2, 12, 13, 14, 23 and 24;
AND
The North 1/2 of the North 1/2 of Section 3;
AND
The North 1/2 of the Northeast 1/4 of Section 4;
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12
AND
The East 1/2, and the East 1/2 of the West 1/2, and the East 1/2 of the West
1/2 of the West 1/2, and the West 1/2 of the Southwest 1/4 of the Southwest
1/4, and the Northwest 1/4 of the Northwest 1/4 of the Northwest 1/4 of Section
11;
AND
All of Section 25, except the West 1/2 of the Southwest 1/4 of the Southwest
1/4, and also excepting the Southwest 1/4 of the Northwest 1/4 of the Southwest
1/4 of said Section 25;
AND
The North 1/2 of the Northeast 1/4, and the North 1/2 of the South 1/2 of the
Northeast 1/4, and the East 1/2 of the Northeast 1/4 of the Northwest 1/4 of
Section 36;
TOGETHER WITH AND INCLUDING
That portion of Section 4, being Parcel 4 as shown in File 58 of Parcel Maps,
at Page 27, Official Records, Clark County, Nevada.
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