Exhibit 10.5
PROMISSORY NOTE
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$120,000,000.00
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March 31, 2009
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Loan No. 706108165
FOR VALUE RECEIVED, FELCOR/CSS
(SPE), L.L.C., a Delaware limited liability company (“
Borrower” ), promises to pay to the order of THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation
(“ Lender” , which shall also mean successors
and assigns who become holders of this Note), at Two Ravinia Drive,
Suite 1400, Atlanta, Georgia 30346-2110, the principal sum of ONE
HUNDRED TWENTY MILLION AND NO/100 U.S. DOLLARS ($120,000,000.00),
or so much thereof as shall be disbursed hereunder or under that
certain Loan Agreement of even date herewith by and between
Borrower and Lender (the “ Loan Agreement ”) and
shall from time to time be outstanding and unpaid, together with
interest on the unpaid balance (“ Balance ”) at
the rate of nine and two hundredths percent (9.02%) per annum
(“ Note Rate ”) from and including the date of
the First Disbursement (“ Funding Date ”) until
Maturity (defined below). Capitalized terms used without definition
shall have the meanings ascribed to them in the Loan
Agreement.
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1.
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Payments
. Principal and interest shall be payable as
follows:
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(a) Interest
from and including the Funding Date to April 5, 2009 shall be due
and payable on the Funding Date.
(b) Principal
and interest shall be paid in thirty (30) monthly installments of
One Million Two Hundred One Thousand Two Hundred Ten and 12/100
Dollars ($1,201,210.12) each, commencing on May 5, 2009 and
continuing on the fifth (5th) day of each succeeding month to and
including October 5, 2011; provided that, upon the Second
Disbursement, monthly payments of principal and interest shall be
recalculated using a Balance of $120,000,000.00, a 180-month
amortization period and the Note Rate. Each payment due date under
Paragraphs 1(b) and 1(c) of this Note is referred to as a “
Due Date ”.
(c) Principal
and interest shall be paid in thirty (30) monthly installments of
One Million Eight Thousand Six Hundred Seventy-Nine and 63/100
Dollars ($1,008,679.63) each, commencing on November 5, 2011 and
continuing on the fifth (5th) day of each succeeding month to and
including April 5, 2014.
(d) The
entire Obligations (as defined in the Instruments) shall be due and
payable on April 5, 2014 (“ Maturity Date ”).
“ Maturity ” shall mean the Maturity Date or
earlier date that the Obligations may be due and payable by
acceleration by Lender as provided in the Documents.
(e) Interest
on the Balance for any full month shall be calculated on the basis
of a three hundred sixty (360) day year consisting of twelve (12)
months of thirty (30) days each. For any partial month, interest
shall be due in an amount equal to (i) the Note Rate divided by 360
multiplied by (ii) the number of days any Balance is outstanding
through and including the day of payment.
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2.
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Acceleration and Default
Interest .
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(a)
Acceleration. Upon an Event of Default, Lender may
declare the Balance, unpaid accrued interest, the Prepayment
Premium (defined below) and all other Obligations immediately due
and payable in full.
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(b)
Default Rate. Upon an Event of Default or at
Maturity, whether by acceleration (due to a voluntary or
involuntary default) or otherwise, the entire Obligations
(excluding accrued but unpaid interest if prohibited by law) shall
bear interest at the Default Rate. The “ Default
Rate” shall be the lesser of (i) the maximum rate allowed
by law or (ii) five percent (5%) plus the greater of (A) the Note
Rate or (B) the prime rate (for corporate loans at large United
States money center commercial banks) published in the Wall
Street Journal on the first Business Day (defined below) of the
month in which the Event of De
