EXHIBIT 10.4
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NOTE MODIFICATION AGREEMENT
AND CONFIRMATION OF GUARANTY
THIS NOTE MODIFICATION AGREEMENT AND
CONFIRMATION OF GUARANTY is
executed as of May 12, 2009 (the "Effective Date"), by WAIKELE
COUNTRY CLUB
INC., a Hawaii corporation, whose address is 1750 Kalakaua Avenue,
Suite
3603, Honolulu, Hawaii 96826 (the "Maker"), WAIKELE GOLF COURSE,
LLC, a
Delaware limited liability company, whose address is 900 North
Michigan
Avenue, Suite 1400, Chicago, Illinois 60611 (the "Holder"), DONG
YANG
ENTERPRISE INC., a Hawaii corporation, whose address is 1750
Kalakaua
Avenue, Suite 3603, Honolulu, Hawaii 96826, and SAM SOON SUN,
an
individual, whose address is 1750 Kalakaua Avenue, Suite 3603,
Honolulu,
Hawaii 96826 (Dong Yang Enterprise Inc. and Sam Soon Sun being
collectively
referred to herein as the "Guarantor").
WITNESSETH THAT:
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WHEREAS, the Maker executed that certain
Promissory Note dated
November 12, 2008, in favor of the Holder, in the principal amount
of
THIRTEEN MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($13,250,000.00) (the "Note") which principal amount was fully
funded and
remains outstanding, which Note is secured by that certain
Mortgage,
Assignment of Leases and Rents, Security Agreement, Financing
Statement and
Fixture Filing dated November 12, 2008, filed in the Office of
the
Assistant Registrar of the Land Court of the State of Hawaii as
Land Court
Document No. 3805044, and noted on Transfer Certificate of Title
No.
928,280, and also recorded in the Bureau of Conveyances of the
State of
Hawaii as Document No. 2008-172621, a UCC Financing Statement
having been
filed as Document No. 2008-172622 (collectively, the
"Mortgage");
WHEREAS, Maker's obligations under the
Note and the Mortgage have
been guarantied by each Guarantor under the terms of that certain
Guaranty
dated November 12, 2008, executed by each Guarantor in favor of the
Holder;
WHEREAS, the Maker, the Holder and each
Guarantor acknowledge that as
of the Effective Date, prior to any payments to be made pursuant
to
paragraph 1 below, no principal amounts have been paid by Maker
or
Guarantor under the Note;
WHEREAS, the Maker and the Holder
hav
