EXHIBIT 10.27
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ASSIGNMENT AND CONTRIBUTION AGREEMENT
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THIS ASSIGNMENT AND CONTRIBUTION AGREEMENT (this "Agreement") is
entered into effective as of the 31st day of December, 1998, by and between
Northbrook Corporation, a Delaware corporation ("Assignor") and Amfac/JMB
Hawaii, L.L.C., a Hawaii limited liability company ("Assignee").
W I T N E S S E T H:
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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 Amfac/JMB Mergeco, L.L.C.); and,
WHEREAS, Assignee is indebted to Assignor pursuant to (i) a certain
Replacement Note #2, dated as of January 1, 1998, in the original stated
principal amount of $15,000,000.00, made by Assignee in favor of Assignor
("Note 1"), and (ii) a certain Revolving Credit Note, dated as of February
27, 1998, in the original principal amount of $30,000,000.00, made by
Assignee in favor of ▇▇▇▇ ▇▇▇▇▇▇ Transportation Company, an Arizona
corporation ("FHT") and assigned to Assignor as of the date hereof
("Note 2" and, collectively, the "Notes"); and,
WHEREAS, the outstanding principal and accrued interest due to
Assignor under Note 1 as of the date hereof is $8,752,967.90 (the "Note 1
Balance"), and the outstanding principal and accrued interest due to
Assignor under Note 2 as of the date hereof is $46,394,591.64 (the "Note 2
Balance"); and,
WHEREAS, in consideration of, among other things, Assignee's
agreement to exercise its redemption rights with respect to certain
Certificate of Land Appreciation Notes, due 2008, Class B issued by the
Assignee, as further set forth in that certain Note Modification Agreement,
dated as of the date hereof, by and between FHT and Assignee, Assignor has
determined to contribute, transfer and assign to Assignee, as a capital
contribution, all of Assignor's right, title and interest in and to the
Notes.
NOW, THEREFORE, in consideration of the premises and the covenants of
the parties set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby mutually
acknowledged, the parties hereto agree as follows:
1. ASSIGNMENT OF NOTES. Assignor hereby assigns, contributes,
transfers and conveys to Assignee all of Assignor's right, title and
interest in and to the Notes, as a contribution to capital, and Assignee
hereby accepts the assignment, transfer, contribution and conveyance of the
Note. Assignor and Assignee hereby agree that the Notes shall thereupon be
deemed canceled and retired. The parties hereto agree to execute and
deliver such further documentation as may be reasonably requested in order
to effect the foregoing.
2. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of Illinois.
3. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which taken together
shall constitute one and the same instrument.
4. SUCCESSORS. This Agreement shall be binding upon, and shall
inure to the benefit of, the Assignor, the Assignee, and their respective
legal representatives, heirs, administrators, executors, successors and
assigns. No person or entity shall in any respect be deemed to be a third
party beneficiary with respect to this Agreement.
5. CAPTIONS. Captions contained in this Agreement are inserted
only as a matter of convenience and in no way define, limit or extend the
scope of this Agreement or any provision hereof.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date and year first above written.
ASSIGNOR:
NORTHBROOK CORPORATION,
a Delaware corporation
By:
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Its:
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ASSIGNEE:
AMFAC/JMB HAWAII, L.L.C.,
a Hawaii limited liability company
By:
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Manager
