EXHIBIT 4.4
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                        REPLACEMENT NOTE #2 TO

                                SECOND

                 AMENDED AND RESTATED PROMISSORY NOTE

$22,017,716.29                                       Dated:  as of
                           Chicago, Illinois       October 8, 2004



                            R E C I T A L S
                            ---------------

     WHEREAS the undersigned, JMB/245 PARK AVENUE ASSOCIATES, LTD.
("Maker"), a limited partnership organized and existing under the laws of
the State of Illinois, has heretofore, for good and valuable consideration,
made in favor of Bank of America Illinois (successor in interest to
CONTINENTAL BANK N.A. and formerly known as "CONTINENTAL ILLINOIS NATIONAL
BANK AND TRUST COMPANY OF CHICAGO") ("Original Payee") certain promissory
notes in the amounts of $15,000,000 and $35,000,000 respectively, each
dated as of December 29, 1983 (herein, said notes are called, respectively,
the "$15,000,000 Note" and the "$35,000,000 Note," and collectively, the
"Original Notes"); and

     WHEREAS, Original Payee previously advanced the full amount under the
Original Notes pursuant to certain terms evidenced by the Original Notes;
and

     WHEREAS, the Maker and the Original Payee agreed to amend and restate
the Original Notes to provide for two Amended and Restated Promissory
Notes, each in the principal amount of $25,000,000 dated as of December 31,
1993, each according to such terms as set forth in each such Amended and
Restated Promissory Note (collectively, the "Previously Existing Notes");
and

     WHEREAS, one of the Existing Notes was designated the "Fixed Rate
Amended and Restated Promissory Note" (such Previously Existing Note
hereinafter referred to as the "Fixed Rate Note"); and

     WHEREAS, on July 31, 1995, the Original Payee, Mellon Bank, N.A.
("Mellon") and JMB Realty Corporation ("JMB") entered into a letter
agreement (the "Letter Agreement") pursuant to which the Original Payee and
Mellon have sold, and JMB has purchased, all of the Original Payee's and
Mellon's respective right, title and interest in the Fixed Rate Note and
other notes and agreements referenced therein; and

     WHEREAS, in connection with such purchase JMB and the Maker amended
and restated the Fixed Rate Note in its entirety pursuant to that certain
Second Amended and Restated Promissory Note in the amount of $25,000,000
dated as of August 1, 1995 (the "Second Amended Note"); and

     WHEREAS, pursuant to a certain Note Split Agreement by and between
JMB and Maker, dated October 8, 2004 (the "Note Split Agreement"), JMB and
Maker agreed to split the Second Restated Note and all outstanding
principal and accrued interest thereunder into two separate promissory
notes, being this Note (as defined below), and another note of even date
herewith titled Replacement Note #1 to Second Amended and Restated
Promissory Note ("Replacement Note #1"); and






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     WHEREAS, this Note shall evidence the outstanding principal balance
on the Second Restated Note and all accrued and unpaid regular interest,
default interest and any other amounts due on the date hereof under the
Second Restated Note other than the portions of such outstanding principal
balance and accrued and unpaid regular interest allocated to Replacement
Note #1 and Replacement Note #1 shall evidence $3,482,283.71 of the
remaining outstanding principal balance of the Second Restated Note as of
the date hereof and $385,344.69 of the outstanding balance of accrued and
unpaid regular interest on the Second Restated Note as of the date hereof.

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned Maker, hereby
promises to pay to the order of JMB, at 900 North Michigan Avenue, Chicago,
Illinois 60611 or such other place as the holder hereof may from time to
time designate in writing, in lawful money of the United states of America,
the principal sum of TWENTY TWO MILLION SEVENTEEN THOUSAND SEVEN HUNDRED
SIXTEEN AND 29/100 DOLLARS ($22,017,716.29) (the "Loan Amount"), which
Maker acknowledges has previously been disbursed in full, together with
interest on the unpaid principal amount hereof from time to time
outstanding from the date of hereof until the Loan Amount is repaid in
full, at the rate provided for in Section 2 below. Maker and JMB agree that
all of the accrued and unpaid regular interest under the Second Restated
Note as of the date hereof, being THREE HUNDRED EIGHTY THREE THOUSAND NINE
HUNDRED SEVENTY EIGHT AND 22/100 DOLLARS shall be allocated to and be
payable as accrued and unpaid interest under Replacement Note #1 and that
and all accrued and unpaid default interest and any other amounts due on
the date hereof under the Second Restated Note shall be allocated to this
Note.

     1.    Unless a contrary intention is apparent from the context, the
following terms have the indicated meanings when used herein:

     "Business Day" shall mean a day on which national banks are open in
Chicago for the transaction of business.

     "Collateral" shall mean all collateral secured under the Security
Agreements.

     "Dollars" and "$" shall mean lawful currency of the United States of
America and immediately available funds.

     "Loan" shall mean the indebtedness evidenced hereby.

     "Maturity Date" shall have the meaning assigned to that term in
Section 5 hereof.

     "Priority Security Agreement" shall mean that certain Security
Agreement (First Priority/Membership Interest), dated as of May 7, 2001,
made by Maker in favor of JMB, encumbering certain collateral set forth
therein, which secures, among other indebtedness, Restated Promissory
Note II.

     "Restated Promissory Note II" shall mean the Second Restated Note, as
the same may be amended or restated from time to time, including (i) as
amended by that certain collectively by this Replacement Note #2 to Second
Amended and Restated Promissory Note (this "Note") and Replacement Note #1.

     "Reference Rate" shall mean, at any time, the per annum rate of
interest then most recently announced by the Bank of America, N.A. at
Chicago, Illinois, as its reference rate. If at any one time there shall be
more than one reference rate announced by the Original Payee, the Reference
Rate hereunder shall be the lowest of the reference rates announced.

     "Security Agreements" shall mean the Priority Security Agreement and
the Third Amended and Restated Security Agreement.





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     "Third Amended and Restated Security Agreement" shall mean that
certain Third Amended and Restated Security Agreement dated of even date
herewith executed and delivered by Maker to JMB, encumbering certain
collateral set forth therein (the collateral under "Collateral"), which
secures Restated Promissory Note II and certain other promissory notes that
have been previously paid and satisfied, as the same may be amended or
restated from time to time.

     2.    INTEREST RATES.  Until an event of default occurs hereunder and
after an event of default if such default has been cured, the rate of
interest in effect under this Note shall be two percent (2%) per annum
compounded annually and payable on the Maturity Date.

     From the Maturity Date until the time this Note is paid in full, or
after an event of default until such event of default is cured, this Note
shall bear interest on the unpaid principal amount hereof from time to time
outstanding at the floating rate (the "Default Rate") which is equal to the
sum of three percent (3%) per annum plus the Reference Rate from time to
time in effect and changing automatically and simultaneously with each
change in the Reference Rate. Such interest shall be paid on demand.

     3.    INTEREST - BASIS OF CALCULATION.  All interest shall be
computed for the actual number of days elapsed on the basis of a year
consisting of three hundred sixty (360) days. On the Maturity Date, all
accrued and unpaid interest hereunder shall be due and payable.

     4.    MAXIMUM INTEREST RATE.  In no event shall the amount paid or
agreed to be paid hereunder (including all interest and the aggregate of
any other amounts taken, reserved or charged pursuant to this Note or any
other document evidencing or securing the Loan, which under applicable law
is deemed to constitute interest on the indebtedness evidenced by this
Note) exceed the highest lawful rate permissible under applicable law; and
if under any circumstance whatsoever, fulfillment of any provision of this
Note, at the time performance of such provision shall be due, shall involve
transcending the limit of validity prescribed by applicable law, then, ipso
facto, the obligation to be fulfilled shall be reduced to the limit of such
validity, and if from any circumstance the holder of this Note should
receive as interest an amount which would exceed the highest lawful rate
allowable under law, such amount which would be excessive interest shall be
applied to the reduction of the unpaid principal balance due under this
Note and not to the payment of interest, or if such excess interest exceeds
the unpaid balance of principal, the excess shall be refunded to Maker.

     5.    REPAYMENT OF PRINCIPAL.  The entire unpaid principal amount of
this Note shall be due and payable in full on January 2, 2006 or earlier
upon acceleration as hereinafter provided (the "Maturity Date").
Notwithstanding the foregoing, Maker shall prepay the Loan upon receipt,
and to the extent of, any net proceeds received upon the sale, refinancing
or other disposition of, or any distribution made with respect to, the
Collateral (as defined in the Third Amended and Restated Security
Agreement) in accordance with Section 6 hereof.

     6.    APPLICATION OF PAYMENTS.  JMB shall apply any amounts received
from Maker as a prepayment under Section 5 above to reduce Maker's
outstanding indebtedness under this Note, Replacement Note #2 or any other
indebtedness owed by Maker to JMB, in such order, as JMB, in its sole
discretion, shall elect.

     7.    PREPAYMENT.  Subject to Sections 6 and 17(a) hereof. Maker
reserves the privilege to prepay this Note in full or in part without
premium or penalty.









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     8.    SECURITY.  This Note is secured by the Third Restated Security
Agreement and the Priority Security Agreement. Reference is made to the
Third Restated Security Agreement and the Priority Security Agreement, as
applicable, for a description of the property encumbered, the nature and
extent of the security, and the rights of the holder hereof in respect to
such security. The provisions of the Third Restated Security Agreement and
the Priority Security Agreement shall be deemed to be incorporated by
reference herein as though set out herein in their entirety.

     9.    EVENTS OF DEFAULT AND REMEDIES.  Any one of the following
occurrences shall constitute an "event of default" under this Note:

     (a)   The failure by Maker to make any payment of principal or
interest upon this Note as and when the same becomes due and payable in
accordance with the terms hereof, and the continuation of such failure for
five (5) days after written notice thereof to Maker from JMB;

     (b)   The occurrence of any default under this Note other than as
described in the preceding clause (a), and the continuance of such failure
for thirty (30) days after written notice thereof to Maker from JMB;
provided that if at the end of such 30 day period Maker, in JMB's sole
judgment, is proceeding with due diligence to cure such default, then there
shall not be an event of default for an additional period of the shorter of
60 days or the period during which, in JMB's sole judgment, Maker continues
to proceed with due diligence to cure such default;

     (c)   The occurrence of any Default (as defined in the Third Amended
and Restated Security Agreement) under the Priority Security Agreement;

     (d)   Maker, any general partner of Maker (or any constituent general
partner thereof), or any entity whose equity constitutes collateral under a
Security Agreement (a "Collateral Entity") becomes insolvent or generally
fails to pay, or admits in writing its inability to pay, debts as they
become due; or Maker, any general partner of Maker (or any constituent
general partner thereof), or any Collateral Entity applies for, consents
to, or acquiesces in the appointment of, a trustee, receiver or other
custodian for itself or of any of its property, or makes a general
assignment for the benefit of creditors; or, in the absence of such
application, consent or acquiescence, a trustee, receiver or other
custodian is appointed for Maker, any general partner of Maker (or any
constituent general partner thereof), or any Collateral Entity, or for a
substantial part of the property of any of them and is not discharged
within 30 days; or other case or proceeding under any bankruptcy or
insolvency law, or any dissolution or liquidation proceeding is commenced
in respect of Maker, any general partner of Maker (or any constituent
general partner thereof), or any Collateral Entity, and if such case or
proceeding is not commenced by Maker, any general partner of Maker (or any
constituent general partner thereof), or any Collateral Entity, it is
consented to or acquiesced in by Maker, any general partner of Maker (or
any constituent general partner thereof), or any Collateral Entity, or
remains for 60 days undismissed; or Maker, any general partner of Maker (or
any constituent general partner thereof), or any Collateral Entity, takes
any action to authorize, or in furtherance of, any of the foregoing; or

     (e)   Any representation, warranty or certification made by Maker to
JMB or any subsequent holder hereof in connection with the Loan, this Note,
any Security Agreement, or any other document executed in connection
herewith proves to be or to have been false in any material respect at any
time.

     For purposes of the foregoing clauses (c) and (e) of this Section 9,
with respect to any event or occurrence which constitutes an event of
default hereunder solely by reason of its constituting a default (as
distinguished from an "event of default") under a document or instrument
other than this Note, to the extent (if any) that such other document or
instrument provides a grace or cure period with respect to such default,
the same grace or cure period, and only such period, shall apply with
respect to this Note.


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     Upon the occurrence of any event of default hereunder: (i) the entire
unpaid principal balance of, and any unpaid interest then accrued on, and
any other amounts owing under or evidenced by this Note shall, at the
option of the holder hereof and without notice or demand of any kind to
Maker or any other person, immediately become due and payable; and (ii) the
holder hereof shall have and may exercise any and all rights and remedies
available at law or in equity and also any and all rights and remedies
provided in Security Agreements or in any other instrument securing this
Note.

     The remedies of the holder hereof, as provided herein or in the
Security Agreements or any other instrument securing this Note, shall be
cumulative and concurrent, and may be pursued singularly, successively or
together, at the sole discretion of the holder hereof, and may be exercised
as often as occasion therefor shall arise. No act of omission or commission
of the holder, including specifically any failure to exercise any right,
remedy or recourse, shall be deemed to be a waiver or release of the same,
such waiver or release to be effected only through a written document
executed by the holder and then only to the extent specifically recited
therein. A waiver or release with reference to any one event shall not be
construed as continuing, as a bar to, or as a waiver or release of, any
subsequent right, remedy or recourse as to a subsequent event.

     10.   ATTORNEYS' FEES AND COSTS.  In the event one or more events of
default shall occur. Maker promises to pay all costs of collection of every
kind, including but not limited to all reasonable attorneys' fees, court
costs, and expenses of every kind incurred by the holder hereof in
connection with such collection or the protection or enforcement of any or
all of the security for this Note, whether or not any lawsuit is ever filed
with respect thereto.

     11.   NOTICES.  All notices or other communications hereunder to
either party shall be (a) in writing and, if mailed, shall be deemed to be
given on the second Business Day after the date when deposited in the
United States mail, by registered or certified mail, postage prepaid,
addressed as provided hereinafter, and (b) addressed:

     IF TO MAKER:     JMB/245 Park Avenue Associates, Ltd.
                      900 North Michigan Avenue, Suite 1400
                      Chicago, Illinois 60611
                      Attention: Gary Nickele

     IF TO JMB:       JMB Realty Corporation
                      900 North Michigan Avenue, Suite 1400
                      Chicago, Illinois 60611
                      Attention: H. Rigel Barber

or to either party at such other addresses as such party may designate in a
written notice to the other party.

     12.   BUSINESS PURPOSE.  The Maker represents and agrees that the
proceeds of the Loan evidenced by this Note have been used for purposes
specified in 815 ILCS 205/4(1) (c), and that the indebtedness evidenced
hereby constitutes a business loan which comes within the purview of said
815 ILCS 205/4(1) (c) and is not usurious.

     13.   HEADINGS.  The headings of the paragraphs of this Note are
inserted for convenience only and shall not be deemed to constitute a part
hereof.











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     14.   WAIVER.  Maker, for itself and for its successors, transferees
and assigns and all guarantors, endorsers and signers, hereby waives all
valuation and appraisement privileges, presentment and demand for payment,
protest, notice of protest and nonpayment, dishonor and notice of dishonor,
bringing of suit, lack of diligence or delays in collection or enforcement
of this Note and notice of the intention to accelerate, the release of any
party liable, the release of any security for the debt, the taking of any
additional security and any other indulgence or forbearance, and all of the
foregoing persons are and shall be jointly and severally, directly and
primarily, liable for the amount of all sums owing and to be owed hereon,
and agrees that this Note and any or all payments corning due hereunder may
be extended or renewed from time to time without in any way affecting or
diminishing their liability hereunder.

     15.   SEVERABILITY.  If any provision of this Note or any payments
pursuant to the terms hereof shall be invalid or unenforceable to any
extent, the remainder of this Note and any other payments here-under shall
not be affected thereby and shall be enforceable to the greatest extent
permitted by law.

     16.   EXCULPATION.  Notwithstanding anything herein contained to the
contrary, JMB agrees (for itself and any subsequent holder of this Note)
that (1) all liability with respect to the debt evidenced by this Note, or
any of the other documents executed and delivered by Maker in connection
herewith, shall be satisfied only out of the assets of Maker and that no
present or future constituent partner (i.e., person holding any equity
interest) in or agent of the Maker, nor any officer, shareholder, director,
employee, trustee, beneficiary or agent of any corporation or trust that is
or becomes a constituent partner in Maker (including, but not limited to,
persons executing documents or certificates on behalf of Maker) shall have
personal liability (either directly or indirectly), all such personal
liability being expressly waived by JMB and (2) in no event shall a
negative capital account or any other funding obligations of any
constituent partner in Maker be deemed to be an asset or the property of
Maker and neither JMB nor any subsequent holder of this Note shall have any
right to collect, enforce or proceed against or with respect to any such
negative capital account or partner's obligations.

     17.   MISCELLANEOUS.

     (a)   Whenever any payment to be made under this Note would be due on
a date which is not a Business Day, the due date therefor shall be extended
to the next succeeding Business Day and interest shall be payable at the
applicable rate during such extension. Each payment (including prepayments)
of principal of, or interest on, this Note shall be made in Dollars by the
Maker to JMB at its office in Chicago, not later than noon, Chicago time,
on the date due therefor; and funds received after that hour shall be
deemed to have been received by JMB on the next following Business Pay. All
payments (whether of principal, interest or other amounts) which are
applied at any time by the holder hereof to indebtedness evidenced by this
Note, prior to an event of default, shall be allocated by the holder first
to expenses or other similar items, next to accrued interest, and then to
principal, and, after an event of default, may be allocated by the holder
to principal, interest or other amounts as the holder may determine in the
holder's sole discretion.

     (b)   In the event of any inconsistency between the provisions of
this Note and the provisions of the Third Amended and Restated Security
Agreement and/or the Priority Security Agreement, JMB may elect which of
the inconsistent provisions shall govern and control. Copies of the Third
Amended and Restated security Agreement and the Priority Security Agreement
are available for inspection at the offices of JMB during normal business
hours.

     (c)   This Note shall be governed by and construed in "accordance
with the laws of the State of Illinois.




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     (d)   This Note has been made and delivered at Chicago, Illinois, and
all funds disbursed to or for the benefit of Maker have been disbursed in
Chicago, Illinois.

     (e)   This Note shall be binding upon Maker and its respective
successors and assigns; provided, however, that Maker may not assign its
rights hereunder or in connection herewith, and this Note shall inure to
the benefit of JMB and its successors and assigns, including any
participants of JMB. Maker agrees that JMB may assign its interest
hereunder and sell participation interests in the loan evidenced by this
Note to one or more other persons without notice to or consent of Maker.

     (f)   Maker acknowledges that this Note when taken together with
Replacement Note #1, made and delivered in amendment, restatements,
division and replacement of and substitution for the Second Restated Note,
as further set forth in the Note Split Agreement.

     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Note at Chicago, Illinois as of the date and year first above written,
pursuant to proper authority duly granted.


                            JMB/245 PARK AVENUE ASSOCIATES, LTD.
                            an Illinois limited partnership

                            By:   JMB Park Avenue, Inc.

                                  Its corporate general partner

                            By:   /s/ Gary Nickele
                            Its:  Vice President







































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