Assgmt & Assumption Letter #11ASSIGNMENT AND ASSUMPTION OF LETTER OF INTENT
KNOW ALL MEN BY THESE PRESENTS, that in consideration of the sum of Ten
and No/100 ($10.00) Dollars and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, ST. MORITZ HOTEL CORP., a Florida corporation
(the "Assignor"), does hereby assign, set over, and transfer to MB REDEVELOPMENT, INC., a
Florida corporation (the "Assignee"), all of the Assignor's right, title, and interest in and to that
certain Letter of Intent dated May 3, 1995, as amended by Amendment dated December 6, 1995,
Second Amendment dated January 10, 1996, Third Amendment dated January 24, 1996, Fourth
Amendment dated February 7, 1996, and by certain provisions of that certain Escrow Agreement
dated July 17, 1996 (collectively, the "Letter of Intent"), between Assignor and Miami Beach
Redevelopment Agency, and approved by Loews Hotels Holding Corporation, a Delaware
corporation and the City of Miami Beach.
By its acceptance of this Assignment, Assignee does hereby assume and agree to
perform all of the Assignor's obligations under the Letter of Intent, and shall indemnify and hold
harmless the Assignor against any claims or damages which Assignor may sustain by reason of
Assignee's acts occurring subsequent to the date of this Assignment. Assignor shall indemnify and
hold Assignee harmless against any claims or damages which Assignee may sustain by reason of
Assignor's acts occurring prior to the date of this Assignment.
IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment
and Assumption of Letter of Intent as of the ~D day of ~ t-t/' ,1996.
ASSIGNOR:
ST. MORITZ HOTEL CORP.
ASSIGNEE:
MB REDEVELOPMENT, INC.
MI962600.051