EFFECTIVE JUNE 1, 1995
FLOATING RATE PROMISSORY NOTE
US$52,000,000.00
Chicago, Illinois
May 31, 1995
AMFAC/JMB HAWAII, INC., a Hawaii corporation (the
"Borrower"), HEREBY PROMISES TO PAY to the order of Northbrook
Corporation (the "Holder"), on or before June 1, 1997 (the
"maturity date"), the principal sum of FIFTY-TWO MILLION
United States dollars (US$52,000,000.00) or, if less, the
aggregate unpaid principal amount as shown either on the
schedule attached hereto (and any continuation thereof) or in
the records of the Holder, with interest on the unpaid balance
of such principal amount at a rate per annum equal to the
Reference Rate (as defined below) plus 2% per annum, which
interest shall be payable in arrears on September 30, 1995, on
the last day of every third month thereafter prior to the
maturity date and on the maturity date or, if the Borrower
shall fail to pay the unpaid balance of such principal amount
on the maturity date, on the day on which the unpaid balance
of such principal amount is paid in full; provided, however,
that whenever any payment to be made hereunder shall be stated
to be due on a day other than a day when commercial banks are
open for normal business in Chicago, Illinois, such payment
shall be made on the next succeeding day when such banks shall
be so open (and such extension of time shall be included in
the computation of interest due on such day). All computation
of interest hereunder shall be made on the basis of a year of
360 days for the actual number of days elapsed.
The Referenced Rate shall mean, at any time, the rate of
interest then most recently announced by Bank of America N.A.
at Chicago, Illinois as its "reference" rate, or its
equivalent rate at such time.
Borrower represents and warrants that indebtedness
represented by this Promissory Note is for business purposes
within the meaning of Section 6404 of Chapter 17 of the
Illinois Revised Statutes and that such indebtedness
constitutes a business loan within the meaning of such Section
and is not usurious.
Both principal and interest are payable in United States
dollars to the order of the Holder in same-day funds on the
day when due.
The unpaid principal amount of this Promissory Note may
be prepaid in whole or in part at any time by the Borrower
without premium, penalty or costs whatsoever, provided that
all accrued and unpaid interest on the principal amount so
prepaid is paid at such time.
Borrower hereby waives presentment for payment, demand,
protest and notice of dishonor and hereby assents to any
extension of the time of payment, forbearance or other
indulgence that may be granted by the Holder, without notice.
The terms of this Promissory Note may not be modified or
terminated orally, but only by an agreement in writing signed
by the party to be charged.
The principal sum under this Promissory Note is
considered to be Senior Indebtedness to the COLAS pursuant to
the Indenture.
This Promissory Note shall be governed by and construed
in accordance with the internal laws of the State of Illinois.
Amfac/JMB Hawaii, Inc.
By:____________________
Chester A. Richardson
Senior Vice President
Schedule Attached to Floating Rate Promissory Note dated May
31, 1995, of Amfac/JMB Hawaii, Inc. payable to the order of
Northbrook Corporation.
PRINCIPAL PAYMENTS
DATE AMOUNT OF PRINCIPAL UNPAID PRINCIPAL BALANCE NOTATION MADE BY
5/31/95 $52,000,000.00