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Plot Plan 95-555/LQ HotelBENEFICIARY City Of La Quinta FIRSTBANK, N.A. 73-000 Highway 111 Palm Desert, CA 92260 (619) 341-7000 "LENDER" IRREVOCABLE LETTER OF CREDIT ,ADDRESS, 78495 Calls Tampico La Quinta, CA 92253 NO.: 9310916 TELEPHONE No. WENT 4 T110N NO (619) 777-7012 Uub r uMER RSL La Quinta Hotel Corp EXPIRATION DATE This Letter of Credit shall expire upon the earlier of: ADDRESS 49499 Eisenhower Drive La Quinta, CA 92253-2722 TELEPHONE NO. 110MMATION NO. (619) 564-4111 1. the close of business on Auattst 15, 1996 and all drafts and accompanying statements or documents must be presented to Lender on or before that time; or 2. the day that Lender honors a draw under which the full amount of this Letter of Credit is drawn. Lender indicated above ("Lender") hereby establishes at the request and for the account of Customer an Irrevocable Letter of Credit in favor of Beneficiary for a sum of _ Forty Seven Thousand Six Hundred Forty Five and no/100 _ Dollars ($ 47, 645.00 ). These funds shall be made'available to Beneficiary against Lender's receipt from Beneficiary of drafts drawn at sight on Lender at its address indicated above (or such other address that Lender may provide Beneficiary with written notice of in the future) during regular business hours and accompanied by the signed written statements or documents indicated below. WARNING TO BENEFICIARY: PLEASE EXAMINE THIS LETTER OF CREDIT AT ONCE. IF YOU FEEL UNABLE TO MEET ANY OF ITS REQUIREMENTS, EITHER SINGLY OR TOGETHER, YOU SHOULD CONTACT YOUR CUSTOMER IMMEDIATELY TO SEE IF THE LETTER OF CREDIT CAN BE AMENDED. OTHERWISE, YOU WILL RISK LOSING ,PAYMENT UNDER THIS LETTER OF CREDIT FOR FAILURE TO COMPLY STRICTLY WITH ITS TERMS AS WRITTEN. 1. DRAFT TERMS AND CONDITIONS Lender shall honor the drafts submitted by Beneficiary under the following terms and conditions: Drafts drawn against this Irrevocable Letter of Credit will be honored when referenced to specific performance or non-performance regarding the property described as Tract PP 95-555 (Ballroom Expansion). This Letter of Credit is automatically renewable. FirstBank, N.A. reserves the right to cancel this Letter of Credit w•ath 60 days written notice prior to the expiration of any extended term. Written notice will be given to KSL La Quinta Hotel Corporation and the Beneficiary. Upon Lender's honor of such drafts hereinafter, Lender, once the full amount of credit available under this Letter of Credit has been drawn, shall be fully discharged of its obligations under this Letter of Credit and shall not thereafter be obligated to make any further payments under this Letter of Credit in respect of such demand for payments to Beneficiary or any other person. If a non -conforming demand is made, Lender shall notify Beneficiary of its dishonor on or before the time mentioned in Section 5 below. Beneficiary shall have no recourse against Lender for any amount paid under this Letter of Credit after Lender honors any draft or other document which complies strictly with this Letter of Credit, and which on its face appears otherwise in order but which is signed, issued, or presented by any party or under the name of any party purporting to act for Beneficiary, purporting to claim through Beneficiary, or posing as Beneficiary. By paying to Beneficiary an amount demanded in accordance with this Letter of Credit, Lender makes no representation as to the correctness of the amount demanded and Lender shall not be liable to Beneficiary or any other person for or in respect to any amount so paid or disbursed for any reason whatsoever, including, without limitation, any nonapplication or misapplication by Beneficiary of the proceeds of such payment. By presenting upon Lender or a confirming bank, Beneficiary certifies that Beneficiary has not and will not present upon the other, unless and until Beneficiary meets with dishonor. Beneficiary promises to return to Lender and confirm any funds received by Beneficiary in excess of the Letter of Credit's maximum drawing amount. 2. USE RESTRICTIONS All drafts must be marked "DRAWN UNDER FirstBank, N.A. IRREVOCABLE LETTER OF CREDIT NO. 9310916 DATED August 15, 1995 ", and the amount of each draft shall be marked on the draft. Only Beneficiary or Beneficiary's Transferee (only if transferable) may complete a draft and accompanying statements or documents required by this Letter of Credit and make a draw under this Letter of Credit. This original Letter of Credit must accompany any draft drawn hereunder. Partial draws ® are permitted ❑ are not permitted under this Letter of Credit. Lend3r's honor of a partial draw shall correspondingly reduce the amount of credit available under this Letter of Credit. Following a partial draw, Lender shall return this original -Letter of Credit to Beneficiary with the partial draw noted thereon; in the alternative, and in its sole discretion, Lender may issue a substitute Letter of Credit to Beneficiary in the amount shown above less any partial draw(s). 3. PERMITTED TRANSFEREES ❑ This Letter of Credit may be transferred by Beneficiary upon providing Lender with prior written notice of the transfer. The Transferee shall be deemed the new Beneficiary of this Letter of Credit and the documents of the Transferee, including drafts required under this Letter of Credit, are to be processed by Lender (or any intermediary) without the original Beneficiary's intervention and without any further responsibility on Lender's part to the original Beneficiary. ® The right to draw under -this Letter of Credit shall be nontransferable, except for: A. A transfer (in its entirety, but not in part) by direct operation of law to the original Beneficiary's administrator, executor, bankruptcy trustee, receiver, liquidator, successor, or other representatives at law; and B. The first immediate transfer (in its entirety, but not in part) by such legal representative to a third party after express approval of a governmental body (judicial, administrative, or executive). MAST602 ke) FormAtion Technologies, Inc. (3/2/94) (800) 937-3799 4. TRANSFEREE'S REQUIRED DOCUMENTS When the presenter is a permitted Transferee under paragraph 3 above, the documents required for a draw shall include: A. All documents required elsewhere in this Letter of Credit, except that such documents may be in the name of and executed by either the original Beneficiary or the presenter permitted by paragraph 3; and B. When the presenter is a permitted Transferee under paragraph &A or a third party under 3.6, a certified copy of the one or more documents which show the presenter's authority to claim through or to act with authority for the original Beneficiary. 5. TIMING OF DISHONOR Under no circumstances shall Lender be precluded from relying upon any reason for dishonor given in a communication which Beneficiary or the presenter receives within three (3) Banking Days after, Lender has received the last document forming part of Beneficiary's presentment (the 'Three -Day Period'). Lender shall be entitled to rely upon any such reason without regard to either (i) the timing of any presentment made before the Expiration Date, or (ii) the timing inside the Three -Day Period of any preliminary communication(s) from Lender concerning the dishonor decision itself or any reason for dishonor. For any such reason so given during the Three -Day Period, Lender shall be conclusively deemed to have met the 'reasonable time', "without delay', and other timing requirements as the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No 500, as most recently published by the International Chamber of Commerce (hereinafter called the 'UCP') may impose. The Expiration Date shall not be extended to accommodate a presentment made with less than three (3) Banking Days to go before the Expiration Date, and Beneficiary shall not be entitled to submit a draw request or provide Lender with any documents in support of a draw after the Expiration Date hereof. Nor shall Lender ever be required to communicate a dishonor decision or its reasons within a time less than the Three -Day Period. "Banking Day" shall mean any day, except Saturday, on which commercial banks located in the state of Lender's address are either not authorized or are not required to close. 6. COMPLIANCE BURDEN G Under no circumstances shall Lender be held responsible for any impossibility or other difficulty in achieving strict compliance with the requirements of this Letter of Credit precisely as written. Beneficiary understands and acknowledges: (i) that unless and until the present wording of this Letter of Credit is amended with Lender's prior written consent, the burden of complying strictly with such wording remains solely upon Beneficiary; and (ii) that Lender is relying upon the lack of such amendment as constituting Beneficiary's initial and continued approval of such wording. 7. NONSEVERABILITY If any aspect of this Letter of Credit is ever declared unenforceable for any reason by any court or governmental body having jurisdiction, Lender's entire engagement under this Letter of Credit shall be deemed null and void ab initio, and both Lender and Beneficiary shall be restored to the position each would have occupied with all rights available as though this Letter of Credit had never occurred. This non-severability provision shall override all other provisions in this Letter of Credit, no matter where such provision appears within the Letter's body. 8. CHOICE OF LAW/JURISDICTION The UCP shall in all respects be deemed a part hereof as fully as if incorporated herein and shall apply to this Letter of Credit. This Agreement shall be governed by and construed in accordance with the laws of the State of California , United States of America, except to the extent such laws are inconsistent with the UCP. Lender and Beneficiary consent to the jurisdiction and venue of any court selected by Lender in its discretion located in the State of California in the event of any legal proceeding under this Letter of Credit. 9. EXPIRATION Lender hereby agrees with Beneficiary that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored if presented to the Lender on or before the Expiration Date. Dated: August 15, 1995 LENDER: FirstBank, N.A. B • VW. � (�C& 1, James 4-KcCaughey Executa Vice Preside 4 ENDORSEMENT OF DRAFTS DRAWN: Amount Amount Date Negotiated By In Words In Figures MAST602B u- FormAtIon Technologies, Inc. (3/2/94) (800) 937-3799 T a 0 A) 4hf 4 64� QUWA 78-495 CALLE TAMPICO — LA QUINTA, CALIFORNIA 92253 - (619) 777-7000 FAX (619) 777-7101 TO: Saundra Juhola, Admin. Services Director FROM: Marcus Fuller, Assistant Engineer I 4F� VIA: David Cosper, Public Works Director/City Engineer DATE: March 7, 1996 SUBJECT: P.P. #95-555 - La Quinta Hotel Ballroom Expansion The developer of the referenced project has requested the release of the Letter of Credit in the amount of $47,645.00 for dust control measures, as was agreed to with their PM-10 Fugitive Dust Mitigation Plan. As all site improvements have been completed, the letter of credit is no longer needed. Please return the original to: KSL La Quinta Hotel Corp 49499 Eisenhower Drive La Quinta, CA 92253-2722 c: File, Permit 2407 mf MAILING ADDRESS - P.O. BOX 1504 - LA QUINTA, CALIFORNIA 92253 \�� th,rTjoBAW FIRSTBANK, N.A. 734000 Highway 111 Palm Desert, CA 92260 (619) 341-7000 "LENDER" BENEFICIARY City Of La Quinta ADDRESS IRREVOCABLE LETTER OF CREDIT 78495 Calls Tampico La Quinta, CA 92253 NO.: 9310932 TELEPHONE No. iDENT1IFlCATION NO. (619) 777-7012 CUSTOMER EXPIRATION DATE KSL La Quinta Hotel Corporation This Letter of Credit shall expire upon the earlier of: 1. the close of business on August 16, 1996 and all drafts and accompanying statements or documents ADDRESS must be presented to Lender on or before that time; or 49499 Eisenhower Drive 2. the day that Lender honors a draw under which the full La Quinta, CA 92253-2722 TELEPHONE NO. IDENTIFICATION NO. amount of this Letter of Credit is drawn. (619) 564-4111 Lender indicated above ("Lender") hereby establishes at the request and for the account of Customer an Irrevocable Letter of Credit in favor of Beneficiary for a sum of Twenty Five Thousand and no/100 Dollars ($ 25j,000.00 ). These funds shall be made available to Beneficiary against Lender's receipt from Beneficiary of drafts drawn at sight on Lender at its address indicated above (or such other address that Lender may provide Beneficiary with written notice of in the future) during regular business hours and accompanied by the signed written statements or documents indicated below. WARNING TO BENEFICIARY: PLEASE EXAMINE THIS LETTER OF CREDIT AT ONCE. IF YOU FEEL UNABLE TO MEET ANY OF ITS REQUIREMENTS, EITHER SINGLY OR TOGETHER, YOU SHOULD CONTACT YOUR CUSTOMER IMMEDIATELY TO SEE IF THE LETTER OF CREDIT CAN BE AMENDED. OTHERWISE, YOU WILL RISK LOSING PAYMENT UNDER THIS LETTER OF CREDIT FOR FAILURE TO COMPLY STRICTLY WITH ITS TERMS AS WRITTEN. 1. DRAFT TERMS AND CONDITIONS Lender shall honor the drafts submitted by Beneficiary under the following terms and conditions: Drafts drawn against this Irrevocable Letter of Credit will be honored when referenced to specific performance or non-performance regarding the property described in Plot Plan 95-555/Specific Plan 121-E, Revised (amendment 3 ), Item 11, Improvements. This Letter of Credit is automatically renewable. FirstBank, N.A. reserves the right to cancel this Letter of Credit with 60 days written notice prior to the expiration of any extended term. Written notice will be given to KSL La Quinta Hotel Corporation and the Beneficiary. Upon Lender's honor of such drafts hereinafter, Lender, once the full amount of credit available under this Letter of Credit has been drawn, shall be fully discharged of its obligations under this Letter of Credit and shall not thereafter be obligated to make any further payments under this Letter of Credit in respect of such demand for payments to Beneficiary or any other person. If a non -conforming demand is made, Lender shall notify Beneficiary of its dishonor on or before the time mentioned in Section 5 below. Beneficiary shall have no recourse against Lender for any amount paid under this Letter of Credit after Lender honors any draft or other document which complies strictly with this Letter of Credit, and which on its face appears otherwise in order but which is signed, issued, or presented by any party or under the name of any party purporting to act for Beneficiary, purporting to claim through Beneficiary, or posing as Beneficiary. By paying to Beneficiary an amount demanded in accordance with this Letter of Credit, Lender makes no representation as to the correctness of the amount demanded and Lender shall not be liable to Beneficiary or any other person for or in respect to any amount so paid or disbursed for any reason whatsoever, including, without limitation, any nonapplication or misapplication by Beneficiary of the proceeds of such payment. By presenting upon Lender or a confirming bank, Beneficiary certifies that Beneficiary has not and will not present upon the other, unless and until Beneficiary meets with dishonor. Beneficiary promises to return to Lender and confirm any funds received by Beneficiary in excess of the Letter of Credit's maximum drawing amount. 2. USE RESTRICTIONS All drafts must be marked •DRAWN UNDER Firstbank, N.A. IRREVOCABLE LETTER OF CREDIT NO. 9310932 DATED August 16, 1995 •, and the amount of each draft shall be marked on the draft. Only Beneficiary or Beneficiary's Transferee (only if transferable) may complete a draft and accompanying statements or documents required by this Letter of Credit and make a draw under this Letter of Credit. This original Letter of Credit must accompany any draft drawn hereunder. Partial draws ® are permitted ❑ are not permitted under this Letter of Credit. Lender's honor of a partial draw shall correspondingly reduce the amount of credit iilable under this Letter of Credit. _Following a partial draw, Lender thail return this original Letter of Credit to Beneficiary with the partial draw noted thereon; in the alternative, and in its sole discretion, Lender may issue a substitute Letter of Credit to Beneficiary in the amount shown above less any partial d►as�'(s). 3. PERMITTED TRANSFEREES ❑ This Letter of Credit may be transferred by Beneficiary upon providing Lender with prior written notibe' of the transfer. The Transferee shall be deemed the new Beneficiary of this Letter of Credit and the documents of the Transferee, including drafts required under this Letter of Credit, are to be processed by Lender (or any intermediary) without the original Beneficiary's intervention and without any further responsibility on Lender's part to the original Beneficiary. ® The right to draw under this Letter of Credit shall be nontransferable, except for: A. A transfer (in its entirety, but not in part) by direct operation of law to the original Beneficiary's administrator, executor, bankruptcy trustee, receiver, liquidator, successor, or other representatives at law; and B. The first immediate transfer (in its entirety, but not in part) by such legal representative to a third party after express approval of a governmental body (judicial, administrative, or executive). MAST602 %) FormAtion Technologies, Inc. (3/2/94) (800) 937-3799 4. TRANSFEREE'S REQUIRED DOCUMENTS When the presenter is a permitted Transferee under paragraph 3 above, the documents required for a draw shall include: A. All documents required elsewhere in this Letter of Credit, except that such documents may be in the name of and executed by either the original Beneficiary or the presenter permitted by paragraph 3; and B. When the presenter is a permitted Transferee under paragraph &A or a third party under 3.13, a certified copy of the one or more documents which show the presenter's authority to claim through or to act with authority for the original Beneficiary. 5. TIMING OF DISHONOR Under no circumstances shall Lender be precluded from relying upon any reason for dishonor given in a communication which Beneficiary or the presenter receives within three (3) Banking Days after Lender has received the last document forming part of Beneficiary's presentment (the'Three-Day Period"). Lender shall be entitled to rely upon any such reason without regard to either (i) the timing of any presentment made before the Expiration Date, or (ii) the timing inside the Three -Day Period of any preliminary communication(s) from Lender concerning the dishonor decision itself or any reason for dishonor. For any such reason so given during the Three -Day Period, Lender shall be conclusively deemed to have met the "reasonable brie", "without delay', and other timing requirements as the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No 500, as most recently published by the International Chamber of Commerce (hereinafter called the "UCP") may impose. The Expiration Date shall not be extended to accommodate a presentment made with less than three (3) Banking Days to go before the Expiration Date, and Beneficiary shall not be entitled to submit a draw request or provide Lender with any documents in support of a draw after the Expiration Date hereof. Nor shall Lender ever be required to communicate a dishonor decision or its reasons within a time less than the Three -Day Period. "Banking Day" shall mean any day, except Saturday, on which commercial banks located in the state of Lender's address are either not authorized or are not required to close. 6. COMPLIANCE BURDEN Under no circumstances shall Lender be held responsible for any impossibility or other difficulty in achieving strict compliance with the requirements of this Letter of Credit precisely as written. Beneficiary understands and acknowledges: (i) that unless and until the present wording of this Letter of Credit is amended with Lender's prior written consent, the burden of complying strictly with such wording remains solely upon Beneficiary; and (ii) that Lender is relying upon the lack of such amendment as constituting Beneficiary's initial and continued approval of such wording. 7. NON-SEVERABILITY If any aspect of this Letter of Credit is ever declared unenforceable for any reason by any court or governmental body having jurisdiction, Lender's entire engagement under this Letter of Credit shall be deemed null and void ab initio, and both Lender and Beneficiary shall be restored to the position each would have occupied with all rights available as though this Letter of Credit had never occurred. This non-severability provision shall override all other provisions in this Letter of Credit, no matter where such provision appears within the Letter's body. 8. CHOICE OF LAW/JURISDICTION The UCP shall in all respects be deemed a part hereof as fully as if incorporated herein and shall apply to this Letter of Credit. This Agreement shall be governed by and construed in accordance with the laws of the State of California , United States of America, except to the extent such laws are inconsistent with the UCP. Lender and Beneficiary consent to the jurisdiction and venue of any court selected by Lender in its discretion located in the State of _ California in the event of any legal proceeding under this Letter of Credit. 9. EXPIRATION Lender hereby agrees with Beneficiary that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored if presented to the Lender on or before the Expiration Date. Dated: August 16, 1995 LENDER: FirstBank, N.A. B AT)( James NcCaug hey Execu ive Vice Preside ENDORSEMENT OF DRAFTS DRAWN: Amount Amount Date Negotiated By In Words In Figures MAST602B c0 FonnAtion Technologies, Inc. (3/2/84) (800) 837-3788 OUTSTANDING BOND REPORT Name: La Quinta Hotel / KSL No. Plot Plan 95-555 Date of Contract: March 1996 Required Bond Amounts: PM10 Eisenhower median Dates of Bond Reductions: Outstanding Bonds: Amount: $47,645 $47,645 $ 25,000 Bond No. LOC#9310916 $ 25,000 LOC#9310932 Date Cancelled/Released: Released 9/18/95