$9,225,000 June 8, 1995
New York, New York
PROMISSORY NOTE
FOR VALUE RECEIVED, BUFFALO OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership (collectively, 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 Nine Million Two Hundred Twenty-Five
Thousand and 00/100 Dollars ($9,225,000), 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.
This Note restates in its entirety and is given in substitution for a
portion of that certain note in the original principal amount of $90,000,000
dated as of February 20, 1987 made by AIRCOA for the benefit of Bankers Trust
Company which Note was assigned by Bankers Trust company to the Bank and split
pursuant to a Note Severance Agreement dated as of the date hereof between
AIRCOA and the Bank into two separate and distinct notes one of which is
evidenced hereby.
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 New York Restated 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
Promissory Note have the respective meanings assigned to them in the Credit
Agreement.
The Credit Agreement provides for the acceleration of the maturity of
this Promissory Note upon the occurrence of certain events and
Exhibit 10.40d
2
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 Promissory 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.
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
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 Promissory 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-
or of Interest Interest or cipal Notation
Converted Loan Rate Period Converted Amount Made by
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