$17,690,000 June 8, 1995
New York, New York
RENEWAL NOTE
FOR VALUE RECEIVED, AIRCOA HOTEL PARTNERS, L.P., a Delaware limited
partnership (the "COMPANY") hereby promises 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 Seventeen Million Six Hundred Ninety Thousand and 00/100 Dollars
($17,690,000), 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 Renewal 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 Renewal Note is the Florida Renewal 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 in part the
Mortgage Loan made by the Bank thereunder. Terms used but not defined in this
Renewal Note have the respective meanings assigned to them in the Credit
Agreement.
The Credit Agreement provides for the acceleration of the maturity of
this Renewal Note upon the occurrence of certain events and for prepayments of
the Loans upon the terms and conditions specified therein.
Except as permitted by Section 10.06(b) and (c) of the Credit
Agreement, this Renewal Note may not be assigned by the Bank to any other
Person.
Exhibit 10.40c
This Renewal 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
SCHEDULE OF LOAN
This Renewal Note evidences in part 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
or of Interest Interest or cipal
Converted Loan Rate Period Converted Amount Made by
--------- ------ ------ -------- --------- ------ -------
NOTE
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$90,000,000 New York, New York
February 20, 1987
FOR VALUE RECEIVED, the undersigned, AIRCOA HOTEL PARTNERS, L.P., a
Delaware limited partnership (the "Borrower"), hereby promises to pay to the
order of BANKERS TRUST COMPANY (the "Agent") on January 31, 1992, for the
ratable benefit of the Lenders, the lesser of the principal sum of NINETY
MILLION DOLLARS ($90,000,000) or the aggregate unpaid principal amount of all
Loans made by the Lenders to the Borrower pursuant to the Agreement.
The Borrower shall pay interest on the unpaid principal amount hereof from
time to time outstanding from the date hereof until such principal amount is
paid in full at the rates per annum set forth in or established pursuant to the
Loan Agreement of even date herewith by and among the Borrower, as borrower,
Bankers Trust Company and Cassa Di Risparmio Di Torino, New York Branch, as
Lenders, and Bankers Trust Company, as Agent (as the same may from time to time
be amended or otherwise, modified the "Agreement"). Such interest shall be
payable on such dates as are determined from time to time pursuant to the
Agreement and shall be calculated as therein provided.
Both the principal hereof and the interest her on are payable in
immediately available funds at the Payment Office or at such other place as the
Agent may specify in writing.
The Agent shall, and is hereby authorized by the Borrower to, note on
the schedule(s) annexed hereto and constituting a part hereof the date and
amount of each Loan made by the Lenders pursuant to the Agreement, the type of
each such Loan as a Prime Rate Loan, a CD Rate Loan, a Eurodollar Loan or a
Special Rate Loan, the last day of each Interest Period applicable thereto and
each conversion of a Loan.
Presentment, protest and other notice of any kind are hereby expressly
waived.
This Note is secured by the Security Documents and is entitled to the
benefit thereof.
The personal obligation of the Borrower in respect of the Indebtedness
evidenced hereby is limited as set forth in SECTION 9.15 of the Agreement.
In the event that any action, suit or other proceeding is brought by
the holder hereof to collect this Note, the Borrower shall be liable for all
court costs and expenses of collection, including, without limitation,
attorneys' fees and disbursements.
This Note is executed and delivered to the Agent pursuant to the
Agreement, and is entitled to the benefits of the Agreement, which, among other
things, contains provisions for the acceleration of the maturity hereof upon the
happening of certain stated events. All capitalized terms used in the Agreement
are used herein with the same meanings as are set forth in the Agreement.
This Note shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to contracts made
and to be performed wholly within such State, without reference to any choice or
conflict of laws rules.
This Note, to the extent of $59,627,713, to the extent of the Durham
Refinancing Loan, if made, and to the extent of the Kona Refinancing Loan, if
made, does not create any additional or further indebtedness other than that
evidenced by the original notes initially secured by existing mortgages assigned
to the Agent or refinanced with Loan proceeds.
No more than $19,000,000 of the Indebtedness evidenced hereby is
secured by the fee and leasehold estates of the Borrower or any other Person in
the properties comprising or underlying the Buffalo Lease.
This Note may not be modified or discharged orally or otherwise,
except by a writing duly executed by the holder hereof.
AIRCOA HOTEL PARTNERS, L.P.
By: Associated Inns &
Restaurants Company of
America, General Partner
By:/s/ Frank D. Palmer
--------------------------------
Title: Vice President
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SCHEDULE OF PRIME RATE, CD RATE, EURODOLLAR
LOANS, SPECIAL RATE LOANS AND PAYMENTS AND
CONVERSIONS OF PRINCIPAL MADE PURSUANT TO THE AGREEMENT
Type of Loan
(Prime Rate, CD Rate Amount
Eurodollar Rate or Last Day of Amount Paid or Amount Notation
Date Special Rate) Interest Period of Loan Prepaid Converted Made By
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