EXHIBIT 10.26
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PURCHASE MONEY PROMISSORY NOTE SECURED BY MORTGAGE
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$9,600,000.00 September 30, 1998
Honolulu, Hawaii
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.
The principal and interest shall be payable at 201 E.
Sandpointe, Suite 450, Santa Ana, California 92707 or at such other place
as Maker or the holder of this Note (the "Holder"), may designate to the
Maker in writing. The principal and interest shall be payable by wire
transfer in immediately available funds in lawful money of the United
States of America as follows:
Bank of Hawaii
ABA #121301028
A/C #0001-059564
Tobishima Pacific, Inc.
Principal shall be payable in five (5) annual installments of
ONE MILLION NINE HUNDRED TWENTY THOUSAND AND NO/ DOLLARS ($1,920,000.00)
("Annual Principal Installment") commencing on September 30, 1999, and
interest on the outstanding principal balance shall be payable commencing
on December 28, 1998, and quarterly thereafter, until the entire
indebtedness evidenced hereby is fully paid, except that the remaining
indebtedness evidenced hereby, if not sooner paid, shall be due and payable
on September 30, 2003. Each payment shall be credited to interest and
principal in the order determined by the Holder.
At the option of the Holder, this Note shall become immediately
due and payable, with notice or demand, upon the failure to pay when due
any payment of principal or interest due hereunder, or failure in the
performance or observance of the terms and conditions of the Mortgage (as
such term is defined below) subject to any grace or cure period set forth
therein.
If the Maker shall default in the payment of any amount of
principal or interest payable under this Note, and if such payment is not
made within five (5) days after the due date of such payment; or upon the
occurrence of any other Event of Default as defined in any mortgage or
other instrument securing this Note, then the entire principal amount
outstanding hereunder and accrued interest thereon shall at once become due
and payable without further notice, at the option of the Holder.
If this Note is not paid when due, whether at maturity or by
acceleration, the Maker promises to pay all costs of collection, including
without limitation reasonable attorneys' fees, and all expenses in
connection with the Bond (as defined in the Purchase Money Mortgage,
Security Agreement and Financing Statement), the permits and the pro-
tection or realization of the collateral securing this Note, or any
guarantee hereof incurred by the holder hereof on account of such
collection, whether or not suit is filed hereon, or in connection with any
insolvency, bankruptcy, reorganization, arrangement or other similar
proceedings involving the Maker. Should interest not be paid when due, it
shall thereafter bear like interest as the principal. Additionally, in the
event of any default under this Note, the Interest Rate shall immediately,
following written notice to the Maker, increase from the Interest Rate to
the Interest Rate plus four percent (4%) (the "Default Interest Rate").
If any event of default shall occur and continue, the Holder
may, but shall not be required to, apply all sums received first to any
fees, charges, costs or advances due to the Holder pursuant to this Note,
the Mortgage and all other instruments executed concurrently herewith, then
to interest, then to principal.
Presentment, demand, protest, notice of protest, dishonor and
non-payment of this Note and all notices of every kind are hereby waived.
No single or partial exercise of any power hereunder or under
the Mortgage (as hereinafter defined) shall preclude other or further exer-
cise thereof or the exercise of any other power. The Holder shall at all
times have the right to proceed against any portion of the security held
heretofore in such order and in such manner as the holder may deem fit,
without waiving any right with respect to any other security. No delay or
omission on the part of the Holder in exercising any right hereunder shall
operate as a waiver of such right or of any other right under this Note.
The release of any party liable on this Note shall not operate to release
any other party liable hereon.
The principal or interest outstanding hereunder may be prepaid
in whole or in part at any time and from time to time after the date hereof
without premium or penalty; provided, however, that any such prepayment
shall be in a minimum amount equal to the Annual Principal Installment or
the total amount then outstanding under this Note. Any partial prepayment
shall be applied against installments of the principal amount outstanding
in inverse order of maturity, and shall not extend or postpone the due date
of any subsequent installments. Subject to the terms and conditions set
forth in the Mortgage, Maker may request release from the lien of the
Mortgage portions of the Mortgaged Property (as defined below), upon
prepayment of certain amounts as specified in the Mortgage.
This Note is secured by a Mortgage, Security Agreement and
Financing Statement (the "Mortgage") of even date herewith executed by
Maker for the benefit of Tobishima Pacific, Inc., creating a first mortgage
lien on the real property described therein and situate in the State of
Hawaii (the "Mortgaged Property").
This Note has been executed and delivered by the Maker in the
State of Hawaii and is to be governed by and construed in accordance with
the laws of the State of Hawaii. In any action brought under or arising
out of this Note, the Maker hereby consents to the jurisdiction of any
competent court within the State of Hawaii and consents to service of
process by any means authorized by Hawaii law.
AMFAC PROPERTY INVESTMENT CORP.
By /S/ GARY GROTTKE
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Its President