smith/miller.227 SERVICES AGREEMENT THIS AGREEMENT entered into between AMFAC/JMB HAWAII, INC., a Hawaii corporation (the "Company"), each of the Company's subsidiaries listed on the signature page hereof (the "Subsidiaries") and JMB REALTY...Services Agreement • April 1st, 1997 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors
as a General Partner AMFAC VACATIONS, L.P., as a Limited Partner Kaanapali Partners Limited Partnership, as a General Partner and Kaanapali Partners Limited Partnership, as a Limited Partner Dated as of February 1, 1997 LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • May 15th, 1997 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Delaware
EXHIBIT 10.25 ------------- ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- THIS ASSIGNMENT AND ASSUMPTION AGREEMENT made this 30TH DAY OF SEPTEMBER, 1998, 1998, by and between TOBISHIMA PACIFIC, INC., a Hawaii corporation,...Assignment and Assumption Agreement • November 13th, 1998 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Hawaii
WITNESSETH:Contribution Agreement • April 2nd, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Hawaii
EXHIBIT 4.8 ----------- THIRD SUPPLEMENTAL INDENTURE ---------------------------- This Third Supplemental Indenture dated as of October 16, 2000 is supplemental to that certain Second Supplemental Indenture dated as of March 1, 1998 (the "Second...Third Supplemental Indenture • April 2nd, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors
REVOLVING CREDIT NOTE February 27, 1997 FOR VALUE RECEIVED, the undersigned, Amfac/JMB Hawaii, Inc., a Hawaii corporation (the "Borrower") hereby unconditionally promises to pay to the order of Fred Harvey Transportation Company, Inc., an Arizona...Revolving Credit Note • August 15th, 1997 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors
AMFAC/JMB HAWAII, INC. and AMFAC/JMB MERGERCO, L.L.C.Supplemental Indenture • March 3rd, 1998 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors
WITNESSETH:Restructuring Agreement • April 2nd, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Illinois
AGREEMENT AND PLAN OF MERGER by and between AMFAC/JMB HAWAII, INC. and AMFAC/JMB MERGERCO, L.L.C.Merger Agreement • March 3rd, 1998 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors
EXHIBIT 4.18 ------------ NOTE MODIFICATION AGREEMENT --------------------------- THIS NOTE MODIFICATION AGREEMENT (this "Agreement") is entered into as of the 2nd day of October, 2000, by and between Amfac Property Investment Corp., a Hawaii...Note Modification Agreement • April 2nd, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors
LOAN PURCHASE AGREEMENTLoan Purchase Agreement • December 28th, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Hawaii
AGREEMENT CONCERNING AMFAC B AMFAC HAWAII TAX AGREEMENT This Agreement, made as of this 30th day of November, 2000, by and among Amfac/JMB Hawaii, L.L.C, a Hawaii limited liability company ("AHI") and Northbrook Corporation, a Delaware corporation...Tax Agreement • April 2nd, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Illinois
EXHIBIT 10.1 ------------ PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement") is made as of _______________________________, 2001 (the "Effective Date"), by and between WAIKELE GOLF CLUB, INC., a Hawaii corporation ("Seller"), and WAIKELE...Purchase Agreement • December 28th, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Hawaii
AMENDED AND RESTATED PROMISSORY NOTE -------------------- $21,318,000.00 December 29, 2000 (Given In Replacement for Promissory Note, dated May 25, 1999)Promissory Note • April 2nd, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Illinois
EXHIBIT 4.13 ------------ AMENDED AND RESTATED PROMISSORY NOTE ------------------------------------ $10,000,000 December 29, 2000 (Original Note dated February 24, 2000) FOR VALUE RECEIVED, the undersigned, AMFAC/JMB HAWAII, L.L.C. ("Borrower"), a...Promissory Note • April 2nd, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors
EXHIBIT 4.17 ------------ LAND COURT SYSTEM REGULAR SYSTEM AFTER RECORDATION, RETURN BY: [ ] MAIL [ ] PICKUP -------------------------------------------------------------------------- This document contains ____ pages...Assignment of Loan Documents • April 2nd, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Illinois
W I T N E S S E T H: ------------------- WHEREAS, Assignor is the sole member of Assignee, pursuant to that certain Limited Liability Company Operating Agreement, dated as of February 27, 1998 (as amended, the "Operating Agreement") of Assignee (f/k/a...Assignment and Contribution Agreement • March 12th, 1999 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Illinois
AMENDED AND RESTATED PROMISSORY NOTE $26,375,300.00 December 29, 2000 (Given In Replacement for Promissory Note, dated May 31, 1999)Promissory Note • April 2nd, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors
W I T N E S S E T H :Second Note Modification Agreement • April 2nd, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors
EXHIBIT 4.20 ------------ REPLACEMENT NOTE #1 -------------------Replacement Note • March 12th, 1999 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors
NOTE SPLIT AGREEMENT --------------------Note Split Agreement • March 12th, 1999 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Illinois
TAX AGREEMENTTax Agreement • April 2nd, 2001 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Illinois
EXHIBIT 10.26 ------------- PURCHASE MONEY PROMISSORY NOTE SECURED BY MORTGAGE --------------------------------------------------Purchase Money Promissory Note • November 13th, 1998 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors
FOR VALUE RECEIVED, AMFAC PROPERTY INVESTMENT CORP., (the "Maker") promises to pay to the order of TOBISHIMA PACIFIC, INC., at 201 E. Sandpointe, Suite 450, Santa Ana, California 92707 and its successors and assigns, or at such other place as the holder hereof may from time to time designate, the principal sum of NINE MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($9,600,000.00), with interest thereon from the date of this Note until paid, at the rate of eight and one-half percent (8.50%) per annum (the "Interest Rate") on the unpaid balance of principal remaining from time to time unpaid. Interest hereunder shall be computed upon the basis of the actual number of days elapsed and on the basis of a 360-day year.
EXHIBIT 10.28 ------------- NOTE MODIFICATION AGREEMENT THIS NOTE MODIFICATION AGREEMENT (this "Agreement"), is made as of the 31st day of December, 1998, by and between Amfac/JMB Hawaii, L.L.C., a Hawaii limited liability company ("Borrower") and...Note Modification Agreement • March 12th, 1999 • Amfac JMB Hawaii Inc • Real estate operators (no developers) & lessors • Illinois
