COM 0209.000 2012-2014 - Laserfiche WebLink

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21. Pursuant to the Letter of Intent, Oceanside (and its general partner), the Club, and HCA entered into an "Umbrella Agreement" dated March 30, 2012. Pursuant to the Umbrella Agreement, Oceanside turned over responsibility for the completion and management of the Club Facilities to the Club. Oceanside was released from, among other things, funding the cost of completing the Club Facilities and establishing a capital reserve for the Facilities; covering any operating deficits of the Club; and completing certain road and other improvements within Phase 1 of Hokuli'a. Oceanside agreed to convey: (1) to the Club, the golf course lots and the lots upon which other amenities were or are expected to be constructed; (2) to HCA, the "Common Areas" within Phase 1, as that term is defined in the Amended and Restated Declaration of Covenants, Conditions, and Restrictions for Hokuli'a, dated December 4, 2006 (the "Declaration"); (3) to the Club and HCA, jointly, a certain number of lots within the project; and (4) to Hokuli'a Community Services, Inc., a non-profit corporation formed by the Club and HCA, certain shared infrastructure facilities. Subsequently, the Club and HCA agreed to sell the lots they received under the Umbrella Agreement to an affiliate of the Debtors' principal secured lender, in exchange for cash and the affiliate's obligation to complete or fund the completion of certain improvements for the 2303895c.docx 10 3. Bankruptcy Court rt Hawaii 1113-00353 3.... <\ 2 Hied 4 Oa/(.G/13 sy .e.. 10 of 50