Exhibit 10.13


 


PROMISSORY NOTE


 




	
  $120,000.00

  	
   

  	
  Phoenix, Arizona

  
	
   

  	
   

  	
  November 21, 2002

  
	
   

  	
   

  	
  Note Doc. 112102120

  






 


FOR VALUED RECEIVED, the undersigned RRF LIMITED PARTNERSHIP, a
Delaware partnership, (“Maker”), promises to pay to the order of Capital
Resource Lenders-I, L.L.C., an Arizona limited liability company, (the
“Payee”; Payee and each subsequent transferee and/or owner of this Note,
whether taking by endorsement or otherwise, are herein successively called
“Holder”) at 1615 East Northern Avenue, Suite 102, Phoenix, Arizona 85020-3932,
or at such other place as the Holder may from time to time designate in
writing, the principal sum of ONE HUNDRED TWENTY THOUSAND AND 00/100 DOLLARS
($120,000.00), or so much as has been advanced, plus interest calculated on a
daily basis (based on a 360-day year) from the date hereof on the
principal balance from time to time outstanding as hereinafter provided,
principal, interest and all other sums payable hereunder to be paid in lawful
money of the United States of America as follows:


 


(A)                              During the term of the Note, interest shall
accrue quarterly at the floating rate equal to the greater of (i) 8% per
annum or (ii) the Prime Rate plus 0.5%, and shall be adjusted at the
beginning of each calendar quarter. Notwithstanding the foregoing, at no time
shall the interest rate hereunder be greater than 10% per annum. The Prime Rate
is defined as the rate of interest, as of the first business day of each
quarter, designated in The Wall Street Journal as the “prime rate.”


 


(B)                                All accrued interest shall be due and payable
on the first day of each calendar quarter after the date of this Note
commencing with January 1, 2003, and continuing on each April 1,
July 1, and October 1 thereafter until this Note is paid in full.


 


(C)                                Payments shall be interest only, payable
quarterly until April 1, 2003; commencing on April 1, 2003, quarterly
payments shall include both interest and principal amortized over 20 years.


 


(D)                               The entire unpaid principal balance, all
accrued and unpaid interest, and all other amounts payable hereunder shall be
due and payable in full no later than September 30, 2009.


 


Maker hereby agrees that not less than 80% of each advance shall be
used by Maker to reduce the obligations under that certain loan secured by a
deed of trust in first position on the Real Property in the original principal
amount of $1,825,000. Advances shall in no event exceed the maximum principal
amount of this Note. Any advances made shall be and become sums secured by this
Note and subject to repayment pursuant to the terms hereof. Notwithstanding
anything herein to the contrary, Lender shall not be obliged to make any
advance under this Note and the determination to provide any advances requested
by Maker shall be made in Lender’s sole and absolute discretion.


 


If payment is ten (10) days or more late, Maker will be charged five
percent (5%) of the regularly scheduled payment. This late charge may be
assessed without written notice and shall be immediately due and payable and
shall be in addition to all other rights and remedies available to Holder.


 

















 


Unless otherwise agreed to, in writing, or otherwise required by
applicable law, payments will be applied first to late charges and any unpaid
collection costs, then to accrued, unpaid interest, then to principal and other
charges; provided, however, upon delinquency or other default, Holder reserves
the right to apply payments among principal, interest, late charges, collection
costs and other charges at its discretion. All prepayments shall be applied to
the indebtedness owing hereunder in such order and manner as Holder may from
time to time determine in its sole discretion.


 


This Note is issued pursuant to that Loan Agreement (the “Loan
Agreement”) of even date herewith between Maker and Payee and is secured by,
among other things, one or more Deeds of Trust, Assignments of Rents, Security
Agreements and Fixture Filings (collectively, the “Deed of Trust”) of even date
herewith, executed by Maker, as trustor, in favor of Payee, as beneficiary, encumbering
property situated in Scottsdale, Maricopa County, Arizona, (the “Real
Property”). The Deed of Trust and all other documents or instruments securing
the indebtedness evidenced by this Note or executed or delivered in connection
with the indebtedness evidenced by this Note are hereinafter called the
“Security Documents.” The capitalized terms used herein and not otherwise
defined shall have the same meanings as set forth in the Loan Agreement.


 


Time is of the essence of this Note. At the option of Holder, the
entire unpaid principal balance, all accrued and unpaid interest and all other
amounts payable hereunder shall become immediately due and payable without
notice upon the failure to pay any sum due and owing hereunder as provided
herein if such failure continues for thirty (30) days after written notice
thereof to Maker or upon the occurrence of any Event of Default as defined in
the Loan Agreement or any of the Security Documents.


 


Upon default, including failure to pay upon final maturity, Holder, at
is option, may also, if permitted under applicable law, do one or both of the
following: (a) increase the applicable interest rate on this Note to
fifteen percent (15%) per annum, and (b) add any unpaid accrued interest
to principal and such sum will bear interest therefrom until paid at the rate
provided in this Note (including any increased rate). The interest rate will
not exceed the maximum rate permitted by applicable law. Maker shall pay all
costs and expenses, including reasonable attorneys’ fees and court costs,
incurred in the collection or enforcement of all or any part of this Note. All
such costs and expenses shall be secured by the Deed of Trust and by all other
Security Documents. In the event of any court proceedings, court costs and attorneys’
fees shall be set by the court and not by jury and shall be included in any
judgment obtained by Holder.


 


Maker shall not be entitled to prepay this Note at any time during the
first year of the Note. Thereafter, Maker shall have the option to prepay this
Note, in full or in part, at any time, provided that Maker pays a 4% prepayment
penalty based on the amount prepaid and Holder receives at least
five (5) days prior written notice of the intent to make such
prepayment.


 


Failure of Holder to exercise any option hereunder shall not constitute
a waiver of the right to exercise the same in the event of any subsequent
default or in the event of continuance of any existing default after demand for
strict performance hereof.


 


Maker and all sureties, guarantors and/or endorsers hereof (or of any
obligation hereunder) and accommodation parties hereon (all of which, including
Maker, are severally each hereinafter called a “Surety”) each:  (a) agree that the liability under this
Note of all parties hereto is joint and several; (b) severally waive any
homestead or exemption laws and right thereunder affecting the full collection
of this Note; (c) severally waive any and all formalities in connection
with this Note to the maximum extent allowed by law, including (but not limited
to) demand, diligence, presentment for payment, protest and demand, and notice
of extension, dishonor, protest, demand and nonpayment of this Note; and
(d) consent that Holder may extend the time of payment or otherwise modify
the terms of payment of any part or the whole of the debt evidenced by this
Note at the request of any other person liable hereon, and such consent shall
not alter nor diminish the liability of any person hereon.


 


 

















 


Maker agrees that to the extent Maker or any Surety makes any payment
to Holder in connection with the indebtedness evidenced by this Note, and all
or any part of such payment is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid by Holder or
paid over to a trustee, receiver or any other entity, whether under any
bankruptcy act or otherwise (any such payment is hereinafter referred to as a
“Preferential Payment”), then the indebtedness of Maker under this Note shall
continue or shall be reinstated, as the case may be, and, to the extent of such
payment or repayment by Holder, the indebtedness evidenced by this Note or part
thereof intended to be satisfied by such Preferential Payment shall be revived
and continued in full force and effect as if said Preferential Payment had not
been made.


 


Without limiting the right of Holder to bring any action or proceeding
against Maker or any Surety or against any property of Maker or any Surety (an
“Action”) arising out of or relating to this Note or any indebtedness evidenced
hereby in the courts of other jurisdictions, Maker and each Surety hereby
irrevocably submit to the jurisdiction, process and venue of any Arizona State
or Federal court sitting in Phoenix, Arizona, and hereby irrevocably agree that
any Action may be heard and determined in such Arizona State court or in such
Federal court. Maker and all Sureties each hereby irrevocably waives, to the
fullest extent it may effectively do so, the defenses of lack of jurisdiction
over any person, inconvenient forum or improper venue, to the maintenance of
any Action in any jurisdiction.


 


This Note shall be binding upon Maker and its successors and assigns
and shall inure to the benefit of Payee, and any subsequent holders of this
Note, and their successors and assigns.


 


All notices required or permitted in connection with this Note shall be
given at the place and in the manner provided in the Loan Agreement for the
giving of notices.


 


This Note shall be governed by and construed according to the laws of
the State of Arizona, without giving effect to conflict of laws principles.


 


JURY WAIVER. THE
UNDERSIGNED AND HOLDER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR
OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY
WAY RELATED TO THIS DOCUMENT OR ANY OTHER AGREEMENTS, DOCUMENTS OR INSTRUMENTS
EXECUTED OR DELIVERED IN CONNECTION WITH, OR OTHERWISE RELATING TO, THE
INDEBTEDNESS EVIDENCED HEREBY (TOGETHER WITH THIS NOTE, THE “RELATED
DOCUMENTS”), OR ANY RELATIONSHIP BETWEEN HOLDER AND THE UNDERSIGNED. THIS
PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE FINANCING DESCRIBED
HEREIN OR IN THE OTHER RELATED DOCUMENTS.


 


IN WITNESS WHEREOF, these presents are executed as of the date first
written above.


 


 


	
   

  	
  MAKER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RRF LIMITED PARTNERSHIP, A Delaware limited

  partnership, InnSuites Hospitality Trust, General Partner,

  an Ohio real estate investment trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Marc E. Berg

  	
   

  
	
   

  	
   

  	
  Name: Marc E. Berg

  
	
   

  	
   

  	
  Title:   Executive
  Vice-President