PARTNERSHIP REDEMPTION AGREEMENT
This PARTNERSHIP REDEMPTION AGREEMENT is made
September 30, 1997, among PLANTATION CLUB ASSOCIATES, a Hawaii
general partnership ("PCA" or the "Partnership"), ROLFING
PARTNERS, a Hawaii limited partnership ("Rolfing") and KAPALUA
LAND COMPANY, LTD., a Hawaii corporation ("Kapalua").
R E C I T A L S
▇. ▇▇▇▇▇▇▇ and Kapalua are the sole partners of PCA.
▇. ▇▇▇▇▇▇▇ has notified Kapalua of its desire to
withdraw from PCA.
C. PCA has agreed to redeem Rolfing's partnership
interest in PCA, as set forth herein.
D. Kapalua has agreed to the foregoing withdrawal and
redemption, as set forth herein.
NOW, THEREFORE, in consideration of the mutual
obligations contained in this Agreement, and for other good and
valuable consideration, Kapalua and Rolfing do hereby agree as
follows.
1. Transfer of interest. Effective as of December
31, 1997, Rolfing shall withdraw from PCA and shall transfer to
PCA all of Rolfing's partnership interest in the property and
business of the Partnership.
2. Consideration. In redemption of Rolfing's
interest in PCA, PCA shall pay to Rolfing the sum of Eight
Hundred Twenty-Five Thousand and No/100 Dollars ($825,000.00)
in the following manner: $815,000.00 on or before September
30, 1997 and $10,000.00 on or before December 31, 1997. Except
for the foregoing amounts, Rolfing shall have no further rights
to or interest in the Partnership or it property or the
business of the Partnership. From and after the date of this
Agreement, Rolfing shall have no right to any distributions
from the Partnership except as provided in this paragraph 2,
notwithstanding anything in the Partnership Agreement of PCA
(the "Partnership Agreement") to the contrary.
3. Distribution to Kapalua. Concurrently with the
distribution of $815,000.00 to Rolfing on or before September
30, 1997, PCA shall distribute $1,950,000.00 to Kapalua.
4. Allocation of Profits and Losses.
Notwithstanding anything in the Partnership Agreement to the
contrary, Rolfing shall be allocated income and gain of 15% for
the period January 1, 1997 through September 30, 1997 and 1%
for the period October 1, 1997 through December 31, 1997. The
sum of all income and gain allocated to Rolfing shall not
exceed $825,000.00 for PCA's 1997 fiscal year, as determined by
PCA's tax accountants.
5. Partnership obligations. From and after
September 30, 1997, Rolfing shall have no liability for the
debts and obligations of PCA, and Kapalua and PCA shall
indemnify and hold Rolfing harmless therefrom, including the
costs of defense and attorneys' fees.
6. Kapalua IRS Extension Request. Kapalua shall
prepare a letter to the Internal Revenue Service ("IRS"),
approved by Rolfing, requesting that the IRS grant Kapalua the
extension of the highway expense election, with the stipulation
that Rolfing will not be required to amend their tax returns
for 1990, 1991, and 1992. Kapalua agrees to negotiate with the
IRS to close the open tax years 1990, 1991, and 1992 with
respect to these highway improvements for Rolfing, and will not
put Rolfing in a position where these tax years remain open in
order for Kapalua to obtain their extension approval. Kapalua
will send the extension letter to the IRS by October 7, 1997.
Kapalua agrees to make its best efforts to obtain IRS approval
for the extension by February 28, 1998. If the extension is
not granted by July 15, 1998, PCA will file amended returns for
1990, 1991, and 1992 to close and finalize these tax years for
both Kapalua and Rolfing.
7. Amended tax return. Rolfing acknowledges that
if PCA is unable to obtain an IRS extension with respect to the
payment of future highway costs, PCA will need to file amended
returns showing increased taxable income to Rolfing and
Kapalua. Neither PCA nor Kapalua shall have any liability to
Rolfing with respect to this matter.
8. Further instruments. The parties shall execute
such further instruments as may be necessary to fully carry
this Agreement into effect.
9. No Party deemed drafter. Rolfing and Kapalua are each
relying on their separate advisors and counsel with respect to
the matters herein. This Agreement shall not be construed
against any party as drafter.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed on the day and year first above
written.
KAPALUA LAND COMPANY, LTD., a
Hawaii corporation, in its own capacity and
as general partner of Plantation Club Associates
By /S/ ▇▇▇ ▇▇▇▇▇
Its President
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President, Operations
"KAPALUA"
ROLFING PARTNERS, a Hawaii limited
partnership, in its own capacity and
as general partner of Plantation Club Associates
By: ROLFING DEVELOPMENT
CORPORATION, a Hawaii Corporation,
Its General Partner
By /S/ ▇▇▇▇ ▇▇▇▇▇▇▇
Its President
By /S/ ▇▇▇▇ ▇▇▇▇▇▇▇
Its Vice President
"ROLFING"