EXHIBIT 10.69
$320,000,000 Note
between RFS Partnership, L.P.
and RFS Financing Partnership, L.P., as Borrowers
and Banc of America Bridge LLC, as Lender
NOTE
MERS MIN:
8000101-0000000001-7 $320,000,000
FOR VALUE RECEIVED, the undersigned ("Borrowers") jointly and severally
hereby promise to pay to Banc of America Bridge LLC or registered assigns
("Lender"), in accordance with the provisions of the Agreement (as hereinafter
defined), the principal amount of each Loan from time to time made by Lender to
Borrowers under that certain Credit Agreement dated as of July 10, 2003 (as
amended, restated, extended, supplemented, or otherwise modified in writing from
time to time, the "Agreement;" the terms defined therein being used herein as
therein defined), among Borrowers, Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent.
Borrowers jointly and severally promise to pay interest on the unpaid
principal amount of each Loan from the date of such Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Agreement. All payments of principal and interest shall be made to
Administrative Agent for the account of Lender in Dollars in immediately
available funds at Administrative Agent's Office. If any amount is not paid in
full when due hereunder, such unpaid amount shall bear interest, to be paid upon
demand, from the due date thereof until the date of actual payment (and before
as well as after judgment) computed at the per annum rate set forth in the
Agreement.
This Note is one of the Notes referred to in the Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. Upon the occurrence and continuation of
one or more of the Events of Default specified in the Agreement, all amounts
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement. Loans made by
Lender shall be evidenced by one or more loan accounts or records maintained by
Lender in the ordinary course of business. The Lender may also attach schedules
to this Note and endorse thereon the date, amount and maturity of its Loans and
payments with respect thereto.
Each Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest, and demand and notice of protest, demand,
dishonor, and non-payment of this Note.
[Signature page follows.]
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
RFS PARTNERSHIP, L.P., a Tennessee limited partnership,
as Borrower
By: CNL ROSE GP CORP., a Delaware corporation,
its General Partner
By: /s/ C. XXXXX XXXXXXXXXX
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Name: C. XXXXX XXXXXXXXXX
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Title: EVP/CFO
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RFS FINANCING PARTNERSHIP, L.P., a Tennessee limited
partnership, as Borrower
By: RFS FINANCING 2002, LLC, a Delaware limited
liability company, its General Partner
By: /s/ C. XXXXX XXXXXXXXXX
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Name: C. XXXXX XXXXXXXXXX
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Title: EVP/CFO
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