$1,000,000 June 8, 1995
New York, New York
PROMISSORY NOTE
FOR VALUE RECEIVED, AIRCOA HOTEL PARTNERS, L.P., AURORA INN OPERATING
PARTNERSHIP, L.P., FOURWINDS OPERATING PARTNERSHIP, L.P., MCCORMICK RANCH
OPERATING PARTNERSHIP, L.P., BUFFALO OPERATING PARTNERSHIP, L.P., LAKESIDE
OPERATING PARTNERSHIP, L.P. and DURHAM OPERATING PARTNERSHIP, L.P., each being
a Delaware limited partnership (collectively, the "COMPANY"), hereby jointly and
severally promise to pay to THE HONGKONG AND SHANGHAI BANKING CORPORATION
LIMITED (the "BANK"), for account of its Applicable Lending Office provided for
by the Credit Agreement referred to below, at its principal New York office at
140 Broadway, New York, New York 10005-1196, the principal amount of One Million
Dollars ($1,000,000) (or, such lesser amount as shall equal the aggregate unpaid
principal amount of the Revolving Loans made by the Bank to the Company under
the Credit Agreement), in lawful money of the United States of America and in
immediately available funds, on the dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount
hereof, at such office, in like money and funds, for the period commencing on
the date hereof until such principal amount shall be paid in full at the rates
per annum and on the dates provided in the Credit Agreement.
The date, amount, interest rate and duration of Interest Period (if
applicable) of the principal amount evidenced hereby, and each payment made on
account thereof, shall be recorded by the Bank on its books and, prior to any
transfer of this Promissory Note, endorsed by the Bank on the schedule attached
hereto or any continuation thereof, PROVIDED, that the failure of the Bank to
make any such recordation or endorsement shall not affect the obligations of the
Company to make a payment when due of any amount owing under the Credit
Agreement or hereunder in respect of the principal amount evidenced hereby.
This Promissory Note is the Revoling Note referred to in the Credit
Agreement dated as of June 8, 1995 (as amended from time to time, the "CREDIT
AGREEMENT") between the Company and Bank, and evidences the Revoling
Loans made by the Bank thereunder. Terms used but not defined in this
Note have the respective meanings assigned to them in the Credit Agreement.
The Credit Agreement provides for the acceleration of the maturity of this
Note upon the occurrence of certain events and for prepayments of the Revolving
Loans upon the terms and conditions specified therein.
Exhibit 10.40b
2
Except as permitted by Section 10.06(b) and (c) of the Credit Agreement,
this Note may not be assigned by the Bank to any other Person.
This Promissory Note shall be governed by and construed in accordance with
the law of the State of New York.
AIRCOA HOTEL PARTNERS, L.P.
By: AIRCOA HOSPITALITY SERVICES,
INC., its general partner
By:/s/ Michael Sheh
------------------------------
Michael Sheh
Senior Vice President
By:/s/ David C. Ridgley
------------------------------
David C. Ridgley
Vice President
AURORA INN OPERATING
PARTNERSHIP, L.P.
By: AIRCOA HOSPITALITY SERVICES,
INC., its general partner
By:/s/ Michael Sheh
------------------------------
Michael Sheh
Senior Vice President
By:/s/ David C. Ridgley
------------------------------
David C. Ridgley
Vice President
3
FOURWINDS OPERATING
PARTNERSHIP, L.P.
By: AIRCOA HOSPITALITY SERVICES,
INC., its general partner
By:/s/ Michael Sheh
------------------------------
Michael Sheh
Senior Vice President
By:/s/ David C. Ridgley
------------------------------
David C. Ridgley
Vice President
By: AIRCOA HOSPITALITY SERVICES,
INC., its general partner
By:/s/Michael Sheh
----------------
Michael Sheh
Senior Vice President
By:/s/David C. Ridgley
-----------------
David C. Ridgley
Vice President
MCCORMICK RANCH OPERATING
PARTNERSHIP, L.P.
By: AIRCOA HOSPITALITY SERVICES,
INC., its general partner
By:/s/Michael Sheh
----------------------------
Michael Sheh
Senior Vice President
By:/s/David C. Ridgley
----------------------------
David C. Ridgley
Vice President
LAKESIDE OPERATING PARTNERSHIP,
L.P.
By: AIRCOA HOSPITALITY SERVICES,
INC., its general partner
By:/s/Michael Sheh
----------------------------
Michael Sheh
Senior Vice President
By:/s/David C. Ridgley
----------------------------
David C. Ridgley
Vice President
DURHAM OPERATING PARTNERSHIP, L.P.
BUFFALO OPERATING PARTNERSHIP,
L.P.
By: AIRCOA HOSPITALITY SERVICES,
INC., its general partner
By:/s/ Michael Sheh
------------------------------
Michael Sheh
Senior Vice President
By:/s/ David C. Ridgley
------------------------------
David C. Ridgley
Vice President
5
DURHAM OPERATING PARTNERSHIP, L.P.
By: AIRCOA HOSPITALITY SERVICES,
INC., its general partner
By:/s/ Michael Sheh
------------------------------
Michael Sheh
Senior Vice President
By:/s/ David C. Ridgley
------------------------------
David C. Ridgley
Vice President
Address for Notices:
5775 DTC Boulevard
Englewood, CO 80111
Attention: Michael Sheh
Senior Vice President
Telecopier No.: 303-220-2341
Telephone No.: 303-220-2000
with a copy to:
5775 DTC Boulevard
Englewood, CO 80111
Attn: Lyle Boll, Esq.
Corporate Counsel
SCHEDULE OF LOAN
This Mortgage Note evidences the Mortgage Loan made under the within-
described Credit Agreement to the Company, on the date, in the principal amount,
bearing interest at the rates and having Interest Periods (if applicable) of the
durations set forth below, subject to the payments, conversion and prepayments
of principal set forth below:
Amount
Date Prin- Paid,
Made, cipal Duration Prepaid Unpaid
Continued Amount of Continued Prin- Notation
Converted Loan Rate Period Converted Amount Made by
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