EXHIBIT 10.n
THE RIGHTS AND REMEDIES OF MARRIOTT CORPORATION AND ITS SUCCESSORS AND ASSIGNS,
UNDER THIS INSTRUMENT ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN
SUBORDINATION AGREEMENT DATED AS OF JUNE 30, 1993, AS AMENDED FROM TIME TO TIME,
BY AND AMONG MARRIOTT CORPORATION, NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION
AND MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
PROMISSORY NOTE
---------------
$13,000,000.00 June 30, 1993
For value received, MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P., a
Delaware limited partnership (the "Payor"), hereby promises to pay to the order
of MARRIOTT CORPORATION (the "Payee"), at such time or times as provided in the
Agreement hereinafter referred to, at the Payee's offices at 00000 Xxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxxx, in lawful money of the United States, the principal
amount of $13,000,000.00, and the Payor further promises to pay interest at said
office, in like money, from the date hereof on the principal amount owing
hereunder from time to time, at the borrowing rate and compounded as provided
for in Section 11.2 of the Amended and Restated Line of Credit and Reimbursement
Agreement (the "Agreement") dated as of June 30, 1993, among the Payor, Marriott
MDAH One Corporation and the Payee. Interest and principal shall be payable at
the times stated in the Agreement, at maturity (whether by acceleration or
otherwise) and upon any prepayment hereof as provided in Section IV.1 of the
Agreement (to the extent thereof).
This Note is the Note referred to in the Agreement and is entitled to
the benefits thereof. No partner of the Payor shall have individual liability
with respect to the indebtedness owing to the Payee hereunder. Payee agrees to
look solely to the assets of the Payor as the source of repayment hereunder.
In case an event of default shall occur and be continuing under the
Agreement and not be cured within applicable grace periods, the principal of and
accrued interest on this Note may be declared to be due and payable in the
manner and with the effect provided in the Agreement, presentment, demand,
protest, or notice of any kind being expressly waived.
This Note evidences indebtedness incurred prior to the date hereof on
which interest in the amount of $1,824,345.00 as of the hereof has accrued and
remains owing
This Note and the rights and obligations of the Payor and the Payee
shall be construed in accordance with and governed by the laws of the State of
Delaware.
MARRIOTT DIVERSIFIED AMERICAN
HOTELS, L.P.
By: Marriott MDAH One Corporation,
its General Partner
By: Xxxxxxx X. Xxxxx
-------------------------
Its: Vice President
-------------------------
- 2 -
