Marriott Diversified American Hotels LP – ‘10-12G’ on 6/12/98 – EX-10.N

As of:  Friday, 6/12/98   ·   Accession #:  928385-98-1229   ·   File #:  0-24463

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Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Form 10                                               46    221K 
 2: EX-3.A      Articles of Incorporation/Organization or By-Laws     49    227K 
 3: EX-10.A     Material Contract                                    116    383K 
 4: EX-10.B     Material Contract                                     13     50K 
 5: EX-10.C     Material Contract                                     10     37K 
 6: EX-10.D     Material Contract                                      8     31K 
 7: EX-10.E     Material Contract                                      9     33K 
 8: EX-10.F     Material Contract                                     11     31K 
 9: EX-10.G     Material Contract                                      5     21K 
10: EX-10.H     Material Contract                                      5     21K 
11: EX-10.I     Material Contract                                      5     21K 
12: EX-10.J     Material Contract                                     76    190K 
13: EX-10.K     Material Contract                                     53    151K 
14: EX-10.L     Material Contract                                      6     25K 
15: EX-10.M     Material Contract                                      2     10K 
16: EX-10.N     Material Contract                                      2     11K 
17: EX-10.O     Material Contract                                      7     23K 
18: EX-10.P     Material Contract                                     11     39K 
19: EX-10.Q     Material Contract                                     11     39K 
20: EX-10.R     Material Contract                                     11     40K 
21: EX-27       Financial Data Schedule (Pre-XBRL)                     2     10K 

EX-10.N   —   Material Contract

EX-10.N
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                                                                    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 10400 Fernwood     
Road, Bethesda, Maryland, 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                                                                   

EX-10.N
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     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:  Jeffrey P. Mayer
                                               -------------------------
                                 Its: Vice President
                                               -------------------------

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Dates Referenced Herein

				Referenced-On Page
This ‘10-12G’ Filing		Date		First		Last			Other Filings
Filed on:		6/12/98							None on these Dates
		6/30/93		1
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