EXHIBIT 10.14
UNSECURED NOTE
New York, New York
$7,000,000.00 November 20, 1996
FOR VALUE RECEIVED, CHARTWELL LEISURE INC., a Delaware corporation
having an office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Maker"),
promises to pay to HFS INCORPORATED, a Delaware corporation having an office at
000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx ("Payee"), at said office, or at such
other place as may be designated, from time to time, in writing by Xxxxx, the
principal sum of SEVEN MILLION and 00/100 Dollars ($7,000,000.00) in lawful
money of the United States of America, with interest thereon from and including
January 1, 1997 to, but not including, the date this Note is paid in full
calculated in the manner hereinafter set forth, as follows:
(i) interest only on the Principal Balance calculated at the
Applicable Rate shall be due and payable semi-annually on July 1, 1997 and
on the first (1st) day of each January and July thereafter to and
including January 1, 2005;
(ii) consecutive yearly installments of $1,000,000 each shall be due
and payable on January 1, 1999, and on the first day of each January
thereafter until the Maturity Date, each of which installments shall be
applied in reduction of the Principal Balance; and
(iii) the entire Principal Balance, together with all interest accrued
and unpaid thereon calculated in the manner hereinafter set forth and all
other sums due under this Note, shall be due and payable on the Maturity
Date.
1. The following terms as used in this Note shall have the following
meanings:
(a) The term "Applicable Rate" shall mean an interest rate per annum
equal to six percent (6%). Interest at the Applicable Rate (i) shall be
calculated for complete calendar months on the basis of a three hundred
sixty day (360) calendar year containing twelve (12) months of thirty (30)
days each, and (ii) shall be calculated for partial calendar months on the
basis of the actual number of days elapsed over a three hundred sixty five
(365) day calendar year.
(b) The term "Debt" shall mean all principal, interest, additional
interest and other sums of any nature whatsoever which may or shall become
due to Payee in accordance with the provisions of this Note.
(c) The term "Default Rate" shall mean an interest rate per annum
equal to the aggregate of (i) five percent (5%) plus (ii) the Applicable
Rate. Interest at the Default Rate (i) shall be calculated for complete
calendar months on the basis of a three hundred sixty (360) day calendar
year containing twelve (12) months of thirty (30) days each, and (ii)
shall be calculated for partial calendar months on the basis of the actual
number of days elapsed over a three hundred sixty five (365) day calendar
year.
(d) The term "Maturity Date" shall mean January 1, 2005.
(e) The term "Principal Balance" shall mean the outstanding principal
balance of this Note from time to time.
2. The Principal Balance may be prepaid, in whole or in part, at any
time.
-2-
3. It is hereby expressly agreed that the entire Debt shall become
immediately due and payable at the option of Payee on the happening of any of
the following:
(i) if any portion of the Debt is not paid within five (5) days
after notice that the same is due and payable.
(ii) if Maker shall make an assignment for the benefit of
creditors;
(iii) if a court of competent jurisdiction enters a decree or order
for relief with respect to Maker under Title 11 of the United States
Code as now constituted or hereafter amended or under any other
applicable Federal or state bankruptcy law or other similar law, or if
such court enters a decree or order appointing a receiver, liquidator,
assignee, trustee, sequestrator (or similar official) of Maker, or of
any substantial part of its properties, or if such court decrees or
orders the winding up or liquidation of the affairs of Maker and the
same is not discharged of record or dismissed within sixty (60) days; or
(iv) if Maker files a petition or answer or consent seeking relief
under Title 11 of the United States Code as now constituted or hereafter
amended, or under any other applicable Federal or state bankruptcy law
or other similar law, or if Maker consents to the institution of
proceedings thereunder or to the filing of any such petition or to the
appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other constituted official) of
Maker, or of any substantial part of its properties, or if Maker takes
any action in furtherance of any action described in this subparagraph.
-3-
4. If the Debt is declared immediately due and payable by Payee
pursuant to the provisions of this Note, or if the Debt is not paid in full on
the Maturity Date, Maker shall thereafter pay interest on the then entire
outstanding Principal Balance from the date of such declaration or the Maturity
Date, as the case may be, until the date the outstanding Principal Balance is
paid in full at the Default Rate.
5. Maker hereby waives presentment and demand for payment, notice of
dishonor, protest and notice of protest of this Note. If any payment under this
Note is not made when due, Maker agrees to pay all costs of collection when
incurred, including reasonable attorneys' fees (which costs shall be added to
the amount due under this Note and shall be receivable therewith). Maker agrees
to perform and comply with each of the terms, covenants and provisions contained
in this Note on the part of Maker to be observed or performed. No release of any
security for the payment of this Note or extension of time for payment of this
Note, or any installment hereof, and no alteration, amendment or waiver of any
provision of this Note made by agreement between Payee and any other person or
party shall release, discharge, modify, change or affect the liability of Maker
under this Note.
6. This Note is subject to the express condition that at no time shall
Maker be obligated or required to pay interest on the Principal Balance at a
rate which could subject Payee to either civil or criminal liability as a result
of being in excess of the maximum rate which Maker is permitted by law to
contract or agree to pay. If by the terms of this Note Maker is at any time
required or obligated to pay interest on the Principal Balance at a rate in
excess of such maximum rate, the rate of interest under this Note shall be
deemed to be immediately reduced to such maximum rate and interest payable
hereunder shall be computed at such maximum rate and the portion of all prior
interest payments in excess of such maximum rate shall be applied and shall be
deemed to have been payments in reduction of the Principal Balance.
-4-
7. If Maker consists of more than one person or party, the obligations
and liabilities of each such person or party hereunder shall be joint and
several.
8. The terms of this Note shall be governed by and construed under the
laws of the State of New York.
9. This Note may only be modified, amended, changed or terminated by an
agreement in writing signed by Xxxxx and Maker. No waiver of any term, covenant
or provision of this Note shall be effective unless given in writing by Payee
and if so given by Payee shall only be effective in the specific instance in
which given.
10. Maker (and the undersigned representative of Maker, if any)
represents that Maker has full power, authority and legal right to execute and
deliver this Note and that the Debt hereunder constitutes a valid and binding
obligation of Maker.
11. Whenever used, the singular number shall include the plural, the
plural the singular, and the words "Payee" and "Maker" shall include their
respective successors and assigns.
-5-
IN WITNESS WHEREOF, Xxxxx has duly executed this Note the day and year
first above written.
CHARTWELL LEISURE INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
-6-
