NOTE
$104,759,324 February 17, 1997
FOR VALUE RECEIVED, the undersigned, AMFAC/JMB HAWAII,
INC. (herein called "Borrower"), a Hawaii corporation,
hereby promises to pay to NORTHBROOK CORPORATION (the
"Payee") the principal sum of ONE HUNDRED FOUR MILLION SEVEN
HUNDRED FIFTY-NINE THOUSAND THREE HUNDRED TWENTY-FOUR
DOLLARS ($104,759,324) on February 17, 2007 (the "Maturity
Date"), with interest (computed on the basis of a 365- (or,
if applicable, 366-) day year) on the unpaid balance thereof
at a per annum rate equal to the "Base Rate" as announced
from time to time by Bank of Hawaii plus 2% per annum
(changing as and when such "Base Rate" changes) from the
date hereof, payable on the 15th day of May, August,
November and February in each year, commencing May 15, 1997;
provided, that the Payee may, at its option, defer all or
any portion of the interest payable on any such date (in
which case such deferred amounts shall be added to the
principal of the loan), but in no event shall such payment
be deferred beyond the Maturity Date.
Payments of principal and premium, if any, and of
interest on this Note are to be made in lawful money of the
United States of America at the principal office of the
Payee in Chicago, Illinois.
If any of the following events ("Events of Default")
occurs and is continuing
(a) Borrower fails to pay any principal hereon
when the same shall become due and payable, or fails,
within five day after the same becomes due payable, to
pay any undeferred interest hereon;
(b) Borrower fails to make any payment in respect
of any of Borrower's indebtedness for borrowed money
having an aggregate principal amount of more than
$1,000,000 when due (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise,
but subject to any applicable grace period) or fails to
perform or observe any other condition or covenant, or any
other event shall occur or condition shall exist, under
any agreement or instrument relating to any such
indebtedness for borrowed money, if the effect of such
failure, event or condition is to cause, or to permit
holders of such indebtedness to cause, such indebtedness
to become due prior to its expressed maturity;
(c) Borrower becomes insolvent or generally fails
to pay, or admits in writing its inability to pay its
debts as they become due; Borrower applies for a
trustee, receiver or other custodian for it or a
substantial part of its property; a trustee, receiver or
other custodian is appointed for Borrower or for a
substantial part of its property; or any bankruptcy,
reorganization, debt arrangement, or other case or
proceeding under any bankruptcy or insolvency law, or
any dissolution or liquidation proceeding, is commenced
in respect of Borrower; or
(d) a final judgment or order for the payment of
money in excess of $50,000 shall be rendered against
Borrower or any of its subsidiaries and such judgment or
order shall continue unsatisfied and unstayed for a period
of 30 days,
then, in the case of any Event of Default under clause (c)
above, all indebtedness evidenced by this Note and all
interest hereon shall automatically be and become
immediately due and payable, and in the case of any other
Event of Default, the holder hereof may, by notice to
Borrower, declare all indebtedness evidenced by this Note
and all interest hereon to be forthwith due and payable,
whereupon all indebtedness evidenced by this Note and all
such interest will become and be forthwith due and payable,
all without presentment, demand, protest or further notice
of any kind, all of which are hereby expressly waived by
Borrower.
Borrower acknowledges that its obligations hereunder
constitute "Senior Indebtedness" for purposes of the
Indenture, dated as of March 14, 1989, among Borrower,
certain of Xxxxxxxx's affiliates, and Continental Bank,
National Association, as trustee, as the same may be
amended, supplemented or otherwise modified from time to
time.
Notwithstanding anything to the contrary contained in
this Note, no director, officer or employee of the Borrower
shall have any personal liability of any kind or nature
directly or indirectly in connection with this Note.
This Note shall be governed by and construed in
accordance with the laws of the State of Illinois applicable
to contracts made and to be wholly performed in said State,
including, but not limited to, the legality of interest
rate.
AMFAC/JMB HAWAII, INC.
By___________________________
Title: Vice President
