Exhibit 10.I
Hanover, New Jersey
PROMISSORY NOTE
HANOVER MARRIOTT
HANOVER, NEW JERSEY
$29,875,000.00 August 18, 1997
THIS PROMISSORY NOTE (hereinafter sometimes referred to as this "Note")
between HANOVER MARRIOTT LIMITED PARTNERSHIP, a Delaware limited partnership
having its principal address at 10400 Fernwood Road, Bethesda, MD 20817
(hereinafter referred to as "Maker"), and CONNECTICUT GENERAL LIFE INSURANCE
COMPANY, a Connecticut corporation, having a principal place of business of 900
Cottage Grove Road, Bloomfield, Connecticut and a mailing address of 900 Cottage
Grove Road, Hartford, Connecticut 06152-2319 (the "Payee") (the legal holder
from time to time of this Note, including Payee as the current holder, is
hereinafter referred to as "Holder").
FOR VALUE RECEIVED, Maker promises to pay to the order of Holder, at such
place of business or at such other place as the Holder hereof may designate in
writing, the principal sum of Twenty Nine Million Eight Hundred Seventy-Five
Thousand Dollars and 00/100 Dollars ($29,875,000.00), or so much thereof as may
be advanced to or for the benefit of Maker by Holder and be outstanding
(hereinafter referred to as "Principal Indebtedness"), together with interest
thereon at an annual rate of eight and fifty-eight one-hundredths of one percent
(8.58%) (the "Interest Rate"), in accordance with the provisions hereinafter set
forth.
1. Terms of Payment. If the date on which Principal Indebtedness is
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advanced to Maker ("the Advancement Date") is not the first day of a calendar
month, then Maker shall pay to Holder on the Advancement Date interest only on
the Principal Indebtedness, at the Interest Rate, calculated on the basis of a
365-day year and for the actual number of days from and including the
Advancement Date to and including the first day of the calendar month following
the Advancement Date. On the first day of the second calendar month following
the Advancement Date and on the first day of each calendar month thereafter
(hereinafter called the "monthly payment dates") through but excluding July 1,
2004, Maker shall pay to Holder the sum of $242,094.00
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(hereinafter referred to as "monthly payments"), to be applied first to interest
on the Principal Indebtedness from time to time outstanding at the Interest Rate
and the balance to be applied in reduction of the Principal Indebtedness based
on a twenty-five-year amortization schedule. The interest component of the
monthly payments shall be calculated and applied on the basis of a 360-day year
consisting of twelve 30-day months. On August 1, 2004 (the "Maturity Date")
Maker shall pay to Holder the entire Principal Indebtedness then remaining
unpaid, together with accrued and unpaid interest thereon at the Interest Rate
and any other charges due under this Note, the Mortgage (defined in Section 3
hereinbelow), and any other documents between Maker and Holder evidencing or
securing or pertaining to the advancement or disbursement of the Principal
Indebtedness (as the same are more completely defined and described in the
Mortgage, collectively the "Loan Documents"). The period from and including the
date hereof to the Maturity Date will be referred to hereinafter as the "Term".
2. Prepayment. Except as specifically provided herein or in the
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Mortgage, no prepayment of the Principal Indebtedness shall be allowed prior to
August 1, 1999 (the "Closed Period"). Maker, whether or not a debtor in a
proceeding under Title 11, United States Code, may prepay the Principal
Indebtedness in full, but not in part, on any monthly payment date after the
Closed Period, provided Maker gives Holder thirty (30) days prior written notice
and pays a fee (the "Prepayment Fee") as described below.
The Prepayment Fee shall be the greater of (a) one percent (1%) of the
then-existing Principal Indebtedness, or (b) Yield Maintenance (as defined
below).
The Loan may be prepaid at par, without payment of a Prepayment Fee, during
the one hundred twenty (120) day period prior to the Maturity Date. The
foregoing Prepayment Fee, if any, will be due when the indebtedness evidenced by
this Note is prepaid after the Closed Period, whether such prepayment is
voluntary or results from default, acceleration or any other cause, except for
the application of casualty loss or condemnation proceeds to reduce the
Principal Indebtedness (and as otherwise expressly provided in this Note and the
Mortgage), with respect to which no Prepayment Fee will be applicable.
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Yield Maintenance: Yield Maintenance is defined as the sum of the present
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values on the date of prepayment of each Monthly Interest Shortfall for each
month throughout the remaining Term of the Loan, discounted at the monthly
Treasury Yield.
The Monthly Interest Shortfall is calculated for each monthly payment date
and is the product of (i) the positive difference, if any, of (a) the Semi-
Annual Equivalent Rate, less (b) the Treasury Yield, (ii) divided by twelve
(12), times (iii) the outstanding principal balance of the Loan on each monthly
payment date for which the calculation is made for each full and partial month
remaining in the Term.
The present value is then determined by discounting each Monthly Interest
Shortfall at the Treasury Yield divided by twelve (12).
FOR EXAMPLE: If a loan bearing a nine percent (9%) interest rate were
prepaid with twenty-four (24) months remaining in the Term, at a time
when Federal Statistical Release H.15 (519) reported a two (2) year
Treasury Yield of 7.0%, and the outstanding loan balance was
$10,000,000.00, then:
Semi-Annual Equivalent Rate .0917
less the Treasury Yield -.0700
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equals the positive rate difference .0217
divided by 12
equals the monthly rate difference .001808
times the principal balance x $10,000,000
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equals the Monthly Interest Shortfall $ 18,080
The sum of the Present Values of all the Monthly Interest Shortfalls
($18,080) discounted at the monthly Treasury Yield (7% divided by 12
or .58333%) equals $403,318.60.
The "Semi-Annual Equivalent Rate" for this loan is 8.70%.
The "Treasury Yield" will be determined by reference to the most recently
published and released Federal Reserve Statistical Release H.15 (519) of
Selected Interest Rates (or any similar successor publication of the Federal
Reserve) closest to the date of prepayment. If the remaining Term is
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less than one year, the Treasury Yield will equal the yield for 1-Year Treasury
Constant Maturities. If the remaining Term is equal to one of the maturities of
the Treasury Constant Maturities (e.g., 1-year, 2-year, etc.), then the Treasury
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Yield will equal the yield for the Treasury Constant Maturity with a maturity
equaling the remaining Term. If the remaining Term is longer than one year, but
does not equal one of the maturities of the Treasury Constant Maturities, then
the Treasury Yield will equal the yield for the Treasury Constant Maturity
closest to but not exceeding the remaining Term.
In the event of a prepayment during the Closed Period resulting from a
default, acceleration or any other reason (except for the application of
insurance proceeds or condemnation awards to reduce the principal portion of the
Indebtedness), Maker shall pay to Holder a prepayment fee (a "Default Prepayment
Fee") calculated as Yield Maintenance, except that the Monthly Interest
Shortfall shall instead be calculated for each full and partial month remaining
in the term as the product of (i) the positive difference, if any, between (a)
the Semi-Annual Equivalent Rate, plus 200 basis points, less (b) the Treasury
Yield, (ii) divided by twelve (12), (iii) times the outstanding principal
balance of the Loan on the Monthly Payment Date for which the calculation is
made.
The Prepayment Fee does not constitute a penalty, but rather represents the
reasonable estimate, agreed to between Maker and Payee, of a fair compensation
for the loss that may be sustained by Holder due to prepayment of the Principal
Indebtedness prior to the Maturity Date. Any prepayment fee required pursuant
to the preceding paragraphs shall be paid without prejudice to the right of
Holder to collect any of the amounts owing under this Note or the Mortgage or
otherwise or to enforce any of its rights or remedies arising out of an Event of
Default hereunder or under any of the other Loan Documents.
3. Security. This Note is secured by, among other things, that certain
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Mortgage and Security Agreement (hereinafter referred to as the "Mortgage")
given by Maker to Payee, of even date herewith, constituting a first lien on
certain real estate located in the Township of Hanover, County of Morris, State
of New Jersey and a first priority security interest in certain personal
property and any leasehold in such personal property and an assignment of rents
and leases with respect thereto as more completely defined
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and described in the Mortgage (hereinafter collectively referred to as the
"Security").
4. Location and Medium of Payments. The sums payable under this Note or
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under the Mortgage shall be paid to Holder at its principal address hereinabove
set forth, or at such other place as Holder may from time to time hereafter
designate to Maker in writing, in legal tender of the United States of America.
5. Events of Default and Acceleration of Maturity. At the option of
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Holder, which may be exercised at any time after one or more of the following
events (each being an "Event of Default") shall have occurred and still continue
to exist, the whole of the Principal Indebtedness, together with all interest
and other charges due under any of the Loan Documents, shall immediately become
due and payable ("Acceleration of Maturity"): (a) if any payment of any
installment of the Principal Indebtedness, and/or principal, and/or interest,
and/or escrow amounts due hereunder or under one of the other Loan Documents is
not received by Holder within five (5) Business Days (defined in Section 20
hereinbelow) of the date when due, except that the first two (2) times in any
twelve (12) month rolling period Holder shall provide notice to Maker of its
failure to make such payment and the failure to make such payment shall not
constitute an Event of Default until Three (3) Business Days after the effective
date of such notice; (b) if Maker shall fail in any material respect to observe
or perform any other duty, covenant, promise or other obligation of a monetary
or non-monetary nature provided for in this Note, or in the Mortgage, or in any
other Loan Document ("failure to observe or perform"), which failure to observe
or perform is not cured within thirty (30) days after notice to Maker from
Holder specifying the nature of the failure to observe or perform; except it
shall not constitute an Event of Default so long as such failure to observe or
perform is not susceptible of cure within such period, so long as Maker has
commenced to cure within such thirty (30) day period and thereafter diligently
pursues such cure to completion, and provided further that such cure is
completed within a reasonable period of time in no event later than one hundred
eighty (180) days after Holder's original notice to Maker; or (c) if an Event of
Default (as defined and described in the Mortgage) exists under the terms of the
Mortgage.
6. Interest Following an Event of Default. Upon and after the occurrence
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of an Event of Default, Holder may exercise any and all remedies to
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which it may be entitled, including without limitation, Acceleration of
Maturity. Upon the occurrence of an Event of Default and so long as it
continues to exist, the entire amount of principal, interest and other charges
due as of the date of such Event of Default shall bear interest at a rate (the
"Default Rate") equal to the lesser of (i) the Interest Rate plus Two percent
(2%) per annum, or (ii) the maximum amount permitted by law.
7. Collection and Enforcement Costs. Maker, upon demand, shall pay
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Holder for all costs and expenses, including without limitation, Attorneys' Fees
(as defined in Section 17 hereinbelow), paid or incurred by Holder in connection
with the collection of any sum due hereunder, or in connection with enforcement
of any of Holder's rights or Maker's obligations under this Note, the Mortgage
or any of the other Loan Documents.
8. Continuing Liability. Subject to the terms of Section 15 hereof, the
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obligation of Maker to pay the Principal Indebtedness, interest and all other
sums due hereunder shall continue in full force and effect and in no way be
impaired until the actual payment thereof to Holder, and in case of a sale or
transfer of all or any part of the Security, or in case of any further agreement
given to secure the payment of this Note, or in case of any agreement or
stipulation extending the time or modifying the terms of payment above recited,
Maker shall nevertheless continue to be liable on this Note, as extended or
modified by any such agreement or stipulation, unless released and discharged in
writing by Holder.
9. Joint and Several Liability. Subject to the provisions of Section 15
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hereof, if more than one person, corporation, partnership or other entity shall
become a party to this Note, then each person and entity shall be fully liable
for all obligations of Maker hereunder, and such obligations shall be joint and
several.
10. No Oral Changes; Waivers. This Note may not be changed orally, but
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only by an agreement in writing signed by the party against whom enforcement of
a change is sought. The provisions of this Note shall extend and be applicable
to all renewals, amendments, extensions, consolidations, and modifications of
the Mortgage and/or the other Loan Documents, and any and all references herein
to the Mortgage and/or the Loan Documents shall be deemed to include any such
renewals, amendments, extensions, consolidations, or modifications thereof.
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Maker and any future indorsers, sureties, and guarantors hereof (each an
"Obligor"), jointly and severally, waive presentment for payment, demand, notice
of nonpayment, notice of dishonor, protest of any dishonor, notice of protest,
and protest of this Note, and all other notices in connection with the delivery,
acceptance, performance, default (except notice of default required hereby, if
any), or enforcement of the payment of this Note, and they agree that the
liability of each of them shall be unconditional without regard to the liability
of any other party and shall not be in any manner affected by an indulgence,
extension of time, renewal, waiver, or modification granted or consented to by
the Holder; and Maker and all Obligors hereby consent to any and all extensions
of time, renewals, waivers, or modifications that may be granted by the Holder
hereof with respect to the payment or other provisions of this Note, and to the
release of the Security, or any part thereof, with or without substitution, and
agree that additional Obligors may become parties hereto without notice to them
or affecting their liability hereunder.
Holder shall not by any act of omission or commission be deemed to waive
any of its rights or remedies hereunder unless such waiver be in writing and
signed by Holder, and then only to the extent specifically set forth therein; a
waiver on one event shall not be construed as continuing or as a bar to or
waiver of such right or remedy on a subsequent event. The acceptance by Holder
of payment hereunder that is less than payment in full of all amounts due at the
time of such payment shall not without the express written consent of Holder:
(i) constitute a waiver of the right to exercise any of Holder's remedies at
that time or at any subsequent time, (ii) constitute an accord and satisfaction,
or (iii) nullify any prior exercise of any remedy.
No failure to cause an Acceleration of Maturity hereof after the occurrence
and during the continuation of an Event of Default hereunder, acceptance of a
past due installment, or indulgences granted from time to time shall be
construed (i) as a novation of this Note or as a waiver of such right of
acceleration or of the right of Holder thereafter to insist upon strict
compliance with the terms of this Note, or (ii) to prevent the exercise of such
right of acceleration or any other right granted hereunder or by the laws of the
State of New Jersey; and, to the maximum extent permitted by law, Maker hereby
expressly waives the benefit of any statute or rule of law or equity now
provided, or which may hereafter be provided, which would produce a result
contrary to or in conflict with the foregoing.
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To the maximum extent permitted by law, Maker hereby waives and renounces
for itself, its heirs, successors and assigns, all rights to the benefits of any
statute of limitations and any moratorium, reinstatement, marshalling,
forbearance, valuation, stay, extension, redemption, and appraisement, now
provided, or which may hereafter be provided, by the Constitution and laws of
the United States of America and of any state thereof, both as to itself and in
and to all of its property, real and personal, against the enforcement and
collection of the obligations evidenced by this Note.
11. Bind and Inure. This Note shall bind and inure to the benefit of the
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parties hereto and their respective legal representatives, heirs, successors and
assigns.
12. Applicable Law. The provisions of this Note shall be construed and
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enforceable in accordance with the laws of the State of New Jersey.
If any provision of this Note or the application hereof to any person or
circumstance shall, for any reason and to any extent, be invalid or
unenforceable, neither the remainder of this Note nor the application of such
provision to any other person or circumstance shall be affected thereby, but
rather the same shall be enforced to the greatest extent permitted by law,
except that if such provision relates to the payment of a monetary sum that
Holder determines in its sole reasonable discretion will have a material adverse
effect on the Principal Indebtedness or the Security, then the Holder may, at
its option, declare the entire indebtedness evidenced hereby due and payable
upon sixty (60) days prior written notice to Maker and, provided no Event of
Default is then continuing, without prepayment fee or premium.
Notwithstanding the foregoing to the contrary, if, under the terms of the
immediately preceding paragraph, Holder shall have the right to declare the
entire indebtedness evidenced hereby due and payable, but by separate agreement
or by amendment to this Note the obligations of Maker for the payment of money
can lawfully be modified or supplemented to provide to Holder an equal monetary
return on its investment and substantially the same security as before such
provision was rendered invalid or unenforceable, then within thirty (30) days
after Holder's written notice to Maker, Maker and Holder shall enter into such
separate agreement or amendment to this Note, on terms and provisions reasonably
acceptable to Holder. If Maker and Holder fail to
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enter into such separate agreement or amendment to this Note within such thirty
(30) day period, then either Maker may elect to repay, or Holder may elect to
require Maker to repay, the entire indebtedness at par within sixty (60) days of
the expiration of such thirty (30) day period.
13. Usury. It is hereby expressly agreed that if from any circumstances
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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
presently prescribed by any applicable usury statute or any other law, with
regard to obligations of like character and amount, then ipso facto the
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obligation to be fulfilled shall be reduced to the limit of such validity, so
that in no event shall any exaction be possible under this Note that is in
excess of the limit of such validity. In no event shall Maker be bound to pay
for the use, forbearance or detention of the money loaned pursuant hereto,
interest of more than the then current legal limit; the right to demand any such
excess being hereby expressly waived by Holder.
14. Notice. Any notice, request, demand, statement or consent made
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hereunder shall be in writing signed by the party giving such notice, request,
demand, statement or consent, and shall be deemed to have been properly given
when either delivered personally, or deposited in the United States Mail,
postage prepaid and certified or registered, return receipt requested, or
delivered to a reputable overnight delivery service providing a receipt, in each
case addressed to the other party at its address set forth below, or at such
other address within the continental United States of America as such party may
have theretofore designated in writing in accordance with the terms of this
provision. The effective date of any notice given as aforesaid shall be the
date of personal service, five (5) Business Days after deposit in the United
States Mail as aforesaid, or one (1) Business Day after delivery to such
overnight delivery service, whichever is applicable. For purposes hereof, the
addresses are as follows:
If to Holder: Connecticut General Life Insurance Company
c/o CIGNA Investments, Inc.
900 Cottage Grove Road
Hartford, Connecticut 06152-2319
Attention: Investment Services, S-319
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With a copy to: CIGNA Corporation
Investment Law Department
900 Cottage Grove Road
Hartford, Connecticut 06152-2215
Attention: Real Estate Division, S-215A
If to Maker: Hanover Marriott Limited Partnership
10400 Fernwood Road
Bethesda, Maryland 20817
Attn: Treasurer
With a
copy to: Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland, 20817
Attn: Law Department
15. Limitations on Recourse. Except as hereinafter in this Section and in
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Section 40 of the Mortgage specifically provided, Maker, Marriott Hanover Hotel
Corporation ("MHHC") and any other partners of the Maker shall not be personally
liable for the payment of any sums due hereunder or the performance of any
obligations of Maker hereunder or under any other Loan Document. No judgment
for the repayment of the Indebtedness and no action to foreclose the Mortgage,
or to collect any amount payable under the Loan Documents, or to satisfy any
other claim relating thereto will be enforced against Maker or MHHC or any other
partner of Maker personally or any property of Maker or MHHC or any other
partner of Maker other than the Security and any other security furnished under
the Loan Documents in any action to foreclose the Mortgage or to otherwise
realize upon any security furnished under the Loan Documents or to collect any
amount payable under the Loan Documents. Notwithstanding the foregoing:
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(a) Nothing herein contained shall be construed as prohibiting Holder
from exercising any and all remedies which the Loan Documents permit,
including the right to bring actions or proceedings against Maker and/or
MHHC and/or any other general partner of Maker and to enter a judgment
against Maker and/or MHHC and/or any other general partner in Maker, so
long as the exercise of any remedy does not extend to execution against or
recovery out of any property of Maker and/or MHHC and/or any other partner
other than the security furnished under the Loan Documents;
(b) Maker and MHHC and any other general partner of Maker, but not any
limited partner of Maker who is not also a general partner, shall be fully
and personally jointly and severally personally liable for (i) misapplying
any condemnation proceeds or insurance proceeds attributable to the Real
Property, to the full extent of such proceeds so misapplied, (ii)
misapplying any security deposits attributable to the Real Property, to the
full extent of such deposits so misapplied, (iii) collecting any Rents
(defined in the Mortgage), Revenues (defined in the Mortgage) and any other
revenues and income generated by the operation of the hotel on the Real
Property (defined in the Mortgage) in advance in violation of any covenant
contained in any of the Loan Documents (except for deposits to hold advance
room reservations which occur in the ordinary course of business), to the
full extent of such Rents, Revenues and other revenues and income collected
in advance, (iv) committing fraud, misrepresentation or waste in connection
with the operation of the Security or the making of the loan evidenced
hereby, to the full extent of any remedies available at law or in equity,
not to exceed Holder's actual damages, except that no such limit shall
apply or be imposed if Maker, or its general partner(s) intentionally
commit(s)s fraud, misrepresentation or waste, (v) Gross Revenues (as
defined in the Hotel Management Agreement, as defined in the Mortgage) from
the Real Property are sufficient to pay any portion of the indebtedness,
operating expenses, maintenance expenses, insurance premiums, reserve or
escrow account deposits, sales and occupancy taxes, wages, salaries, taxes
and benefits relating to hotel employees, employment and withholding taxes,
or other sums required to be paid pursuant to the terms of the Loan
Documents, and Mortgagor fails to make any or all such payments or deposits
when due, all to the extent of any funds diverted from such obligations,
payments and/or expenses during the twelve (12) months prior to Mortgagee's
notice of
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acceleration through the date Mortgagee takes title to the Real Property;
(vi) failing to pay all or any portion of the real estate taxes and
assessments which are a lien against the Real Property during the period of
Maker's ownership at a time when there were sufficient Gross Revenues
available to pay all or any portion of such real estate taxes and
assessments, to the full extent of such unpaid real estate taxes and
assessments; and (vii) failing to maintain the coverages and levels of
insurance required under the Mortgage or any other of the Loan Documents,
to the extent that a casualty or other liability occurs or arises and
insurance proceeds would have been available had such insurance coverages
and levels been maintained, in the amount of the difference between the
actual insurance proceeds and the insurance proceeds that would have been
available had such levels and coverages of insurance been maintained as
required by the terms of the Loan Documents;
(c) There shall be no limitation, in any event, of Maker's personal
liability under, and the exercise of any of Holder's rights under any
separate indemnity agreement from Maker to Holder which may be entered
into, including but not limited to, the Environmental Indemnification
Agreement of even date herewith from Maker and Marriott Hanover Hotel
Corporation to Holder with regard to the Security except as may be
expressly set forth therein;
(d) Nothing contained in this Section shall be deemed to prejudice the
rights of Holder to proceed against any entity or person whatsoever,
including the Maker, with respect to the enforcement of the Agreement
Concerning Hotel Management Agreement and any guarantees, leases, master
leases, or similar rights of payment.
16. Time of the Essence. Time is of the essence with respect to the
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intent, meaning, construction and enforcement of each and every covenant,
agreement and obligation of Maker under this Note, the Mortgage and all of the
other Loan Documents.
17. Attorney Fees. Any reference to "Attorney Fees" or "Attorneys' Fees")
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in this Note includes but is not limited to both the reasonable fees and all
charges and costs incurred by Holder through its retention of outside legal
counsel and paralegals and the allocable reasonable fees and all charges and
costs for services rendered by Holder's in-house or staff counsel and
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paralegals. Any reference to "Attorney Fees" or "Attorneys' Fees" shall also
include but not be limited to both the reasonable fees and all charges and costs
incurred by Holder through its retention of outside legal counsel and paralegals
and the reasonably allocable fees and all charges and costs for services
rendered by Lender's in-house or staff counsel and paralegals related to the
Indebtedness, including such fees, costs and charges incurred by Holder in the
collection of any Principal Indebtedness, the enforcement of any obligations
hereunder, the protection of the Security, the foreclosure of the Mortgage, the
sale of the Security, the defense of actions arising hereunder and the
collection, protection or set off of any claim the Holder may have in a
proceeding under Title 11, United States Code. Any Attorneys' Fees provided for
hereunder shall accrue whether or not Holder has provided notice of an Event of
Default or of an intention to exercise its remedies for such Event of Default.
18. Waiver of Trial of Jury. Maker hereby waives its right to a trial by
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jury as to any matter arising out of or concerning the subject matter of this
Note.
19. Interpretation. Each provision of this Note shall be interpreted in
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such a manner as to be effective and valid under applicable law, but if any
provision shall be ineffective, invalid or unenforceable in whole or in part,
the remaining provisions of this Note shall be effective, valid and enforceable
to the fullest extent not prohibited by law.
20. Business Day. The terms "Business Day" and "Business Days" as used in
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this Note shall mean any calendar day other than a Saturday, a Sunday or a
Federal holiday on which the U.S. Postal Service offices are closed for business
in one or more of Bethesda, Maryland, Hanover, New Jersey or Hartford,
Connecticut.
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IN WITNESS WHEREOF, Maker has duly executed this Note as a sealed instrument
as of the day and year first above written.
Attest: MAKER:
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HANOVER MARRIOTT LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Marriott Hanover Hotel Corporation,
a Delaware corporation,
its sole general partner
David E. Reichmann By: Bruce D. Wardinski
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Name: Bruce D. Wardinski
Title: Vice President
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JOINDER OF MARRIOTT HANOVER HOTEL CORPORATION
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Marriott Hanover Hotel Corporation, a Delaware corporation, hereby joins in the
execution of this Note solely to evidence its acknowledgment and agreement to be
jointly and severally personally liable for certain obligations as set forth in
Section 15 hereof and Section 40 of the Mortgage.
Attest: MARRIOTT HANOVER HOTEL CORPORATION,
a Delaware corporation
David E. Reichmann By: Bruce D. Wardinski
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Name: Bruce D. Wardinski
Title: Vice President