EXHIBIT 4.19
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NOTE SPLIT AGREEMENT
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THIS NOTE SPLIT AGREEMENT (this "Agreement") is entered into effect as
of the 1st day of January, 1998, by and between Northbrook Corporation, a
Delaware corporation ("Holder") and Amfac/JMB Hawaii, Inc., a Hawaii
corporation ("Maker").
W I T N E S S E T H:
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WHEREAS, Holder is the holder of a certain Note, dated as of
February 17, 1997 (the "Note"), in the original principal amount of
$104,759,324, made by Maker, in favor of Holder; and,
WHEREAS, the outstanding principal and accrued interest due to Seller
under the Note as of January 1, 1998, was $107,515,073.46 (the "Outstanding
Balance"); and,
WHEREAS, effective as of the date hereof, Holder and Maker wish to
amend, restate and divide the Note into two separate notes which in the
aggregate will have an initial outstanding balance equal to the Outstanding
Balance, for the purpose of dividing those advances that were made under
the Note to the working capital of Maker from those advances that were made
for other purposes, with non-working capital related note ("Note 1") in the
principal amount of $99,594,751.09, and the working capital related note
("Note 2") in the stated principal amount of $15,000,000, with an initial
balance of $7,920,322.37.
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. DIVISION OF NOTE. Holder and Maker hereby agree to amend,
restate, divide and replace the Note with Note 1, in the form attached
hereto as EXHIBIT A, and Note 2, in the form attached hereto as EXHIBIT B.
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 Seller, the Buyer,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.
HOLDER:
NORTHBROOK CORPORATION,
a Delaware corporation
By: [executed signature]
________________________________
Its: _______________________________
BUYER:
AMFAC/JMB HAWAII, INC.,
a Hawaii corporation
By: [executed signature]
________________________________
Its: ________________________________
