EXHIBIT 4.21
------------
REPLACEMENT NOTE #2
-------------------
$15,000,000 January 1, 1998
FOR VALUED 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 FIFTEEN MILLION
AND NO/100 DOLLARS ($15,000,000), or such lesser amount as may be advanced
hereunder as set forth from time to time on Schedule A hereof, 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 (changing as and when such Base Rate changes) from
the date hereof, payable on the 15th day of February, May, August and
November in each year; provided, that the Payee may, at its option, defer
all or a 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 days after the
same becomes due and payable, to pay any 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 of other custodian
is appointed for Borrower or for a substantial part of its property; or any
bankruptcy, reorganization, debt management, or other cause 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 xxx, be notice to Xxxxxxxx,
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 presentation, 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 Xxxxxxxx's affiliates, and Continental Bank,
National Association, as trustee, as the same maybe amended, supplemented
or otherwise modified from time to time. Borrower further acknowledges
that this Note (with an original outstanding balance hereunder of
$7,920,322.37), when taken together with that certain Replacement Note #2
made by borrower in favor of Xxxxx, as of the date hereof, in the stated
principal amount of $99,594,751.09, is made in amendment, restatement,
division and replacement of a certain Note, dated February 17, 1997, made
by Borrower in favor of Xxxxx in the original principal amount of
$104,759,324, as further set forth in that certain Note Split Agreement,
dated as of the date hereof, between Borrower and Payee.
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.
a Hawaii corporation
By: [executed signature]
______________________
Title: Vice President
