Assignment and Assumption Agreement Regarding Contract Rights between Century World Pte., Ltd. and KSL La Costa Resort Corporation

Summary

This agreement is between Century World Pte., Ltd. (Assignor) and KSL La Costa Resort Corporation (Assignee). Century World is transferring all its rights and obligations as the purchaser under a Purchase and Sale Agreement for the La Costa Resort and Spa property to KSL La Costa Resort Corporation. KSL agrees to assume all duties and responsibilities of the purchaser from the date of this agreement. The transfer is made for a nominal payment and is effective upon execution by both parties.

EX-10.21 4 a2068747zex-10_21.txt EXHIBIT 10.21 ASSIGNMENT AND ASSUMPTION AGREEMENT REGARDING CONTRACT RIGHTS THIS AGREEMENT, made this ____ day of _____, 2001, by and between CENTURY WORLD PTE., LTD., a Singapore limited liability company (hereinafter referred to as "Assignor") and KSL LA COSTA RESORT CORPORATION, a Delaware corporation (hereinafter referred to as "Assignee"). W I T N E S S E T H: WHEREAS, Assignor entered into that certain Purchase and Sale Agreement, dated _____, 2001 (hereinafter referred to as the "Contract"), by and among La Costa Hotel and Spa Corporation, a California corporation, as "Seller," and Assignor, as "Purchaser," for the purchase and sale of that certain improved real property known as "La Costa Resort and Spa" located in the City of Carlsbad, County of San Diego, California (hereinafter referred to as the "Property"); and WHEREAS, Assignor desires to assign and transfer the Contract to Assignee; NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), in hand paid and delivered by Assignee to Assignor, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 1. ASSIGNMENT OF CONTRACT RIGHTS. Assignor does hereby assign, transfer, sell and convey unto Assignee all of Assignor's right, title and interest as "Purchaser" in, to and under the Contract. 2. ASSUMPTION OF CONTRACT RIGHTS. By execution hereof, Assignee does hereby assume and agree to perform all duties, obligations and responsibilities of the "Purchaser" under the Contract arising or accruing from and after the date hereof. IN WITNESS WHEREOF, the undersigned have caused their respective duly authorized representatives to execute this Agreement under seal as of the day and year first above written. ASSIGNOR: CENTURY WORLD PTE., LTD., a Singapore limited liability company By: ----------------------------------------- Title: ----------------------------------- 1 ASSIGNEE: KSL LA COSTA RESORT CORPORATION, a Delaware corporation By: ----------------------------------------- Title: ----------------------------------- (CORPORATE SEAL) 2