EXHIBIT 4.12
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                             AMENDED AND RESTATED
                                PROMISSORY NOTE
                             --------------------


$21,318,000.00                 December 29, 2000
                               (Given In Replacement for Promissory Note,
                               dated May 25, 1999)


      FOR VALUE RECEIVED, the undersigned, AMFAC/JMB HAWAII, L.L.C.,
(herein called "Borrower"), a Hawaii limited liability company, successor-
in-interest to Amfac/JMB Hawaii, Inc., hereby promises to pay to AF
INVESTORS, LLC, a Delaware limited liability company (the "Payee") the
principal sum of TWENTY ONE MILLION THREE HUNDRED EIGHTEEN THOUSAND AND
NO/100 DOLLARS ($21,318,000.00) on December 31, 2008 (the "Maturity Date"),
or such earlier date on which this Note becomes due and payable, 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 1% PER ANNUM
(changing as and when such Base Rate changes) from the original date of
this Note, being May 25, 1999, payable on the 15th day of February, May,
August and November in each year, commencing August 15, 1999. Payee hereby
agrees that, so long as there is no Event of Default which has occurred and
is continuing, Payee shall defer Borrower's obligation to pay, and shall
not demand payment of, any installment of interest under this Note that
would otherwise become due and payable prior to December 31, 2003
(collectively, the "Deferred Interest"), subject to the mandatory
prepayment provisions set forth herein. Without limiting any of Payee's
rights or remedies under the Note (or respecting the Security, or otherwise
in the event of an Event of Default under the Note or this Agreement) one-
half of such Deferred Interest (including interest thereon) shall be due
and payable on December 31, 2003, and, thereafter, installments of interest
and principal shall continue to be payable as set forth in the Note, with
the remainder of such Deferred Interest being due and payable on December
31, 2004. Any installment of interest under this Note that is deferred by
the Payee, whether pursuant to the terms hereof or otherwise (including,
without limitation, under the Prior Note (as defined below)), shall not be
added to principal, but shall also bear interest from the due date of such
installment through the date of payment at the Base Rate, plus 1% PER ANNUM
and shall be compounded on each date that such interest would otherwise be
payable were it not for the deferral permitted hereunder.

      Borrower and Payee acknowledge that (i) subject to the provisions of
this Note concerning the priority of payment of certain portions of the
Supplemental Interest, Borrower's obligations hereunder constitute "Senior
Indebtedness" for purposes of the Indenture, dated as of March 14, 1989,
among Borrower, certain of Borrower's affiliates, and Bank One, N.A., as
successor-in-interest to Continental Bank, National Association, as trustee
(the "Trustee"), as the same may be amended, supplemented or otherwise
modified from time to time (the "Indenture"), and (ii) Borrower has issued
this Note to Payee in consideration for the $21,318,000.00 in advances made
by Payee to Borrower to enable Borrower to fund its obligations to redeem
Class B COLAs (as defined below) on or before June 1, 1999 pursuant to
Borrower's Class B COLA Redemption Offer, dated March 15, 1999.









                                       1


<PAGE>


      On the Maturity Date (as defined in the Indenture), Borrower shall
also pay to Payee an amount (the "Supplemental Interest") equal to the sum
of (i) 2.2% of the Total Company Market Value (as defined below), and (ii)
10.1% of the "remaining Maturity Market Value" (as defined in the
Certificate of Land Appreciation Notes, Class A and Class B Due 2008 of
Borrower (the "COLAs")) (if any). Notwithstanding the foregoing,
Supplemental Interest shall not be payable to the extent that, after giving
effect thereto, the total interest payable on this Note would exceed
twenty-five percent (25%) per annum, non-compounded.

      Borrower and Payee acknowledge and agree that the payment of the
portion of the Supplemental Interest described in clause (ii) of the third
paragraph of this Note shall be pari passu in right of payment with the
payment by Borrower to the COLA holders of that portion of Additional
Interest (as defined in the Indenture) that is calculated as 55% of
remaining Maturity Market Value under the COLAs.

      For purposes of this Note, the term "Total Company Market Value"
means "Maturity Market Value" (as defined in the Indenture), adjusted so
that "100%" is substituted for "90%" in the definition of "Maturity Market
Value".

      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.

      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. In addition, this Note
shall be subject to mandatory prepayment in accordance with the provisions
set forth below.

      THIS NOTE IS GIVEN IN SUBSTITUTION FOR, AND AMENDS AND RESTATES, THAT
CERTAIN PROMISSORY NOTE, DATED AS OF MAY 25, 1999, MADE BY THE UNDERSIGNED
IN FAVOR OF PAYEE, IN THE ORIGINAL PRINCIPAL AMOUNT OF $21,318,000.00 (THE
"PRIOR NOTE"). AS OF THE DATE OF THIS NOTE, ACCRUED AND UNPAID PRINCIPAL
AND INTEREST UNDER THE PRIOR NOTE AND CONTINUING UNDER THIS NOTE IS AS SET
FORTH ON THE SCHEDULE ATTACHED TO THIS NOTE.

      This Note is guaranteed by separate Guarantees (the "Guarantees")
made by various direct and indirect subsidiaries of Borrower (each a
"Guarantor"), in accordance with a certain separate Guaranty of Payment
made by each Guarantor in favor of Payee, executed on June 23, 1999 and
effective as of May 25, 1999. Each such Guarantee has been ratified and
affirmed by each Guarantor in accordance with that certain Ratification of
Guarantees, of even date herewith, made by the Guarantors in favor of Payee
and the holders of additional notes referred to therein. The Guarantees are
secured by, among other things, mortgages on real property.  Borrower
hereby covenants and agrees that, from and after the date hereof, Borrower
shall provide Payee with such additional security for the Note ("Additional
Security") in such amount and in such form or forms as Payee shall deem
acceptable, as Payee may request in Payee's sole and absolute discretion
(provided that Borrower shall not be required to provide Additional
Security that would violate any existing obligations of Borrower), and
Borrower agrees to execute and deliver such documents as Payee may
reasonably require in order to evidence and perfect Payee's security
interest therein.  Borrower and Payee acknowledge and agree that such
Additional Security may be in the form of mortgages on real or personal
property, pledges of interests in corporations, partnerships or limited
liability companies or other securities, or pledges of other assets as may
be identified by Borrower and Payee.  In the event that Borrower fails to
provide such Additional Security in a manner acceptable to Payee within
thirty (30) days after Borrower requests same, Payee may thereafter declare
all Principal and accrued Interest under this Note to be immediately due
and payable, upon written notice to Borrower.




                                       2


<PAGE>


      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 (including, without limitation, under the Indenture (as defined
below)), if the effect of such failure, event or condition is 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 cause or proceeding under any
bankruptcy or insolvency law, or any dissolution or liquidation proceeding,
is commenced in respect of Borrower;

      (d)   A final judgment or order for the payment of money in excess of
$100,000 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;

      (e)   The Borrower has received a notice of default by the Trustee
(as defined below) under the Indenture (as defined below), which default is
not cured by the expiration of any applicable cure period provided therefor
in the Indenture, if the effect of such failure, event or condition is to
cause such indebtedness to become due prior to its expressed maturity;

      (f)   Holders of any COLA Units (as defined in the Indenture) or the
Trustee have instituted suit or otherwise brought any action or claim
against the Borrower or any of its affiliates respecting such COLA Units,
which suit, action or claim has not been dismissed, discharged, settled or
otherwise satisfied within sixty (60) days after the institution thereof,
nor has Borrower obtained a third party bond reasonably acceptable to the
Lender to cover the amount demanded by any such suit, action or claim; or,

      (g)   A default of Borrower or any Guarantor has occurred and is
continuing (beyond any applicable cure period set forth therein) under any
document or instrument provided by Borrower or any Guarantor to Lender as
security for this Note or any Guaranty.

then, in the case of any Event of Default under CLAUSES (c), (e) OR (f)
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 presentation, demand, protest or further
notice of any kind, all of which are hereby expressly waived by Borrower.










                                       3


<PAGE>


      Upon a sale of property which is collateral for this Note ("Sale
Property"), Payee agrees to release its liens upon the Sale Property to the
extent necessary to allow the Borrower or any Guarantor to effectuate the
sale, provided there is no default or event of default under any note
(including this Note) that constitutes Senior Indebtedness and is held by
Payee or any of its affiliates, and the sale realizes the fair value of the
Sale Property, as determined in the sole discretion of the holders of all
such Senior Indebtedness (the "Senior Debtholders").  In the event of a
sale or other disposition of Sale Property to which the Senior Debtholders
have consented, for which the Senior Debtholders have released their liens,
or which the Senior Debtholders have otherwise effectuated (whether or not
the conditions of the first sentence of this paragraph have been met), the
Borrower or such Guarantor, as applicable, shall be entitled to the
proceeds of, or other consideration for, such sale or disposition in an
amount sufficient for the Borrower and such Guarantor to (i) pay any
expenses associated with the sale or disposition (including a reasonable
estimate of the anticipated cash amounts that will be payable under any
then-existing tax agreement between any Senior Debtholder and Borrower
respecting such sale), and (ii) satisfy their anticipated cash needs for
the 12 month period after the date of such sale or disposition, taking into
account cash on hand and reasonably expected receipts and expenditures
from all sources, with due consideration for (i) the probability and
uncertainty of receipts and the impact upon the Borrower and such Guarantor
if any such expected receipts are not received as and when reasonably
anticipated, and (ii) the probability of expenditures beyond those
reasonably expected and the impact upon the Borrower and such Guarantor if
any such additional expenditures must be incurred or any expected
expenditures must be incurred prior to the time reasonably expected.  The
AHI Group agrees that Payee shall be entitled to all other proceeds of any
such sales or dispositions within five (5) days of demand therefor.

      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.

      Notwithstanding anything in this Note to the contrary, this Note is
subject to the terms of that certain Restructuring Agreement, dated as of
December 29, 2000, by and among, Borrower, Payee, each Guarantor and
certain of their respective affiliates.

      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, L.L.C.
                         a Hawaii limited liability company


                         By:
                               ------------------------------
                               Its:
                                     ------------------------


<PAGE>


                                  SCHEDULE 1
                                  ----------


      Attached to Amended and Restated Promissory Note dated December 29,
2000 (original note dated May 25, 1999) of Amfac/JMB Hawaii, L.L.C.,
payable to the order of AF Investors, LLC.




                              PRINCIPAL PAYMENTS
                              ------------------

             Amount of        Unpaid
             Principal       Interest          Unpaid
             Advanced       as of date        Principal       Notation
Date         (Repaid)       specified)         Balance         Made by
----        ----------      ----------       ----------      ----------

12/29/00                   $3,590,287.17   $21,318,000.00