WYNDHAM INTERNATIONAL INC
PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>10
<FILENAME>dex1044.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.44

                                                                      CALIFORNIA

                                 PROMISSORY NOTE

$13,467,000.00                                                 September 4, 1997

                                                                   Dallas, Texas

     FOR VALUE RECEIVED, PATRIOT AMERICAN HOSPITALITY PARTNERSHIP, L.P., a
Virginia limited partnership ("Maker"), having its principal place of business
at 3030 LBJ Freeway, Suite 1500, Dallas, Texas 75234, promises to pay to the
order of METROPOLITAN LIFE INSURANCE COMPANY ("Holder"), a New York corporation,
at its principal place of business at One Madison Avenue, New York, New York
10010, or such other place as Holder may from time to time designate, the
principal sum of THIRTEEN MILLION FOUR HUNDRED SIXTY-SEVEN THOUSAND AND NO/100
DOLLARS ($13,467,000.00) or so much thereof as has been disbursed, with
interest, as specified below, in lawful money of the United States of America,
which shall be legal tender in payment of all debts and dues, public and
private, at the time of payment.

     1. Payment of Principal and Interest. Principal and interest under this
promissory note (this "Note") shall be payable as follows:

     (a) Interest on the unpaid principal sum evidenced by this Note, shall
     accrue (calculated on a 365-day year basis) from the date funds are first
     disbursed to Maker (the "Advance Date") at the rate of Eight and 8/100
     percent (8.08%) per annum (the "Interest Rate") and shall be paid in
     arrears on the first day of the calendar month next succeeding the Advance
     Date and on the first day of each and every succeeding calendar month
     thereafter, to and including, the first day of the twenty-fourth (24th)
     calendar month succeeding the Advance Date;

     (b) Commencing on the first day of the twenty-fifth (25th) calendar month
     succeeding the Advance Date and on the first day of each and every calendar
     month thereafter, to and including, the first day of the one hundred
     nineteenth (119th) calendar month succeeding the Advance Date, there shall
     be due and payable equal monthly installments of principal and interest in
     arrears at the Interest Rate, each in the amount of ONE HUNDRED TWO
     THOUSAND EIGHT HUNDRED FIFTY-ONE AND 29/100 Dollars ($102,851.29), based
     upon an amortization period of three hundred eighteen (318) months; Maker
     hereby acknowledges and agrees that a substantial portion of the original
     principal sum evidenced by this Note shall be outstanding and due on the
     first day of October, 2007 (the "Maturity Date"); and

     (c) On the Maturity Date, a final payment in the aggregate amount of the
     unpaid principal sum evidenced by this Note, all accrued and unpaid
     interest thereon, and all other sums evidenced by this Note or secured by
     the Deed of Trust (as hereinafter defined) and/or any other instrument
     collateral, incidental or related thereto (the Loan Agreement [hereinafter
     defined], this Note, the Deed of Trust and any and all other documents
     evidencing, securing or relating to the indebtedness evidenced by this
     Note, and all renewals, modifications, consolidations and extensions of
     such documents being

<PAGE>

     herein collectively referred to as the "Loan Documents"), shall become
     immediately due and payable in full.

     2. Application of Payments. All payments made hereunder shall, at the sole
option of Holder, be applied to the payment of any prepayment fees, late charges
and other sums then due from Maker to Holder under the Loan Documents, any
escrow deposits required under the Loan Documents then due, interest then due at
the Interest Rate or at the Default Rate (as hereinafter defined), as
applicable, on the unpaid principal of this Note, and the balance of said
payments shall be applied in reduction of the unpaid principal sum of this Note.

     3. Security. This Note has been executed in conjunction with a Master Loan
Agreement (as the same may be amended and restated or otherwise modified, the
"Loan Agreement") entered into between Maker, and Holder. This Note is secured,
inter alia, by that certain Deed of Trust and Security Agreement of even date
herewith (the "Deed of Trust"), granted by Maker to a trustee for the benefit of
Holder. Each capitalized term used herein, unless otherwise defined herein,
shall have the same meaning as set forth in the Loan Agreement or in the Deed of
Trust. The obligations, covenants and agreements of the Loan Agreement and the
Deed of Trust are hereby made a part of this Note to the same extent and with
the same effect as if they were fully set forth herein, and Maker does hereby
agree to perform and keep each and every obligation, covenant and agreement set
forth in this Note, the Loan Agreement, the Deed of Trust and the other Loan
Documents. This Note shall evidence, and the Deed of Trust shall secure, the
indebtedness described herein, any future loans or advances that may be made to
or on behalf of Maker by Holder at any time or times hereafter under the Deed of
Trust, and any other amounts required to be paid by Maker under the Loan
Documents, and any such loans, advances or amounts shall be added to the
indebtedness evidenced by this Note, and shall bear interest at the Interest
Rate unless a greater rate is expressly provided for in this Note or the other
Loan Documents.

     4. Acceleration Upon Default. It is hereby expressly agreed that upon the
occurrence of a Universal Default (as defined in the Loan Agreement) or any
other Event of Default, the unpaid principal sum evidenced by this Note, all
accrued and unpaid interest thereon, and all other sums evidenced and/or secured
by the Loan Documents shall, at the option of Holder, become immediately due and
payable, and payment of the unpaid principal sum evidenced by this Note, all
accrued and unpaid interest thereon, and all other sums evidenced or secured by
the Loan Documents, may be enforced and recovered at once.

     5. Interest Upon Default. Upon the occurrence and during the continuance of
a Universal Default or any other Event of Default, the unpaid principal sum
evidenced by this Note, all accrued and unpaid interest thereon, and all other
sums evidenced and/or secured by the Loan Documents shall bear interest at a
rate per annum (the "Default Rate") equal to the lesser of: (i) the highest rate
of interest permitted to be contracted for under the laws of the State, or (ii)
four percent (4%) per annum above the Interest Rate. The Default Rate shall be
in lieu of any other interest rate otherwise applicable and shall commence,
without notice, immediately upon and from the occurrence of such Universal
Default or any other Event of Default and shall continue until all defaults are
cured and all sums then due and payable under the Loan Documents are paid in
full.

                                      -2-

<PAGE>

     6. Limitation on Interest. All agreements made by Maker relating directly
or indirectly to the indebtedness evidenced by this Note and the other Loan
Documents are expressly limited so that in no event or contingency whatsoever
shall the amount of interest received, charged or contracted for by Holder
exceed the highest lawful amount of interest permissible under the laws of the
State. If, under any circumstances whatsoever, performance of any provision of
this Note or the other Loan Documents, at the time performance of such provision
shall be due, shall result in the highest lawful rate of interest permissible
under the laws of the State being exceeded, then ipso facto, the amount of
interest received, charged or contracted for by Holder shall be reduced to the
highest lawful amount of interest permissible under the laws of the State, and
if for any reason whatsoever, Holder shall ever receive, charge or contract for,
as interest, an amount which would be deemed unlawful, such amount of interest
deemed unlawful shall be refunded to Maker (if theretofore paid) or applied to
the payment of the last maturing installment or installments of principal to be
paid on this Note (whether or not due and payable) and not to the payment of
interest. Without limitation of the foregoing, any amounts contracted for,
charged or received under the Loan Documents relating directly or indirectly to
the indebtedness evidenced by this Note, included for the purpose of determining
whether the interest rate would exceed the highest lawful rate, shall be
calculated, to the extent permitted by the laws of the State, by amortizing,
prorating, allocating and spreading such interest over the period of the full
stated term of this Note.

     7. No Prepayment Privilege. The principal sum evidenced by this Note may
not be prepaid, in whole or in part, at any time prior to the date which is five
(5) years after the due date of the first interest payment hereunder. After such
date, Maker may prepay the entire principal, together with accrued unpaid
interest outstanding under this Note, but not a portion thereof. A prepayment
shall require the concurrent payment of a prepayment fee in an amount equal to
(i) the present value of all principal and interest payments which remain unpaid
and which would be paid if the indebtedness evidenced by this Note were paid
according to its original terms, discounted using a periodic discount rate
corresponding to the payment frequencies under this Note equal to the Treasury
Rate (defined below) less (ii) the principal sum being prepaid but not less than
zero (0). The Treasury Rate shall be the annualized yield on securities issued
by the United States Treasury having a maturity equal to the remaining original
term of this Note, as quoted in the Federal Reserve Statistical Release
[H.15(519)] under the heading "U.S. Government Securities - Treasury Constant
Maturities" for the date closest to the date two (2) weeks prior to the date of
the permitted prepayment (or a comparable rate if this rate is no longer
published). If the Treasury Rate is not available for a term equal to the
remaining original term of this Note as of the date of prepayment, the Treasury
Rate shall be determined by interpolating between the yield on securities of the
next longer and next shorter maturities. A prepayment may only be made following
thirty (30) days prior written notice to Holder. Notwithstanding the provisions
above, Maker may prepay the principal balance outstanding under this Note during
the one hundred twenty (120) day period immediately preceding the Maturity Date,
when the indebtedness evidenced hereby may be prepaid in whole but not in part,
upon thirty (30) days' prior written notice to Holder. No prepayment fee shall
be due with respect to such prepayment during the one hundred twenty (120) day
period immediately preceding the Maturity Date. Maker agrees that Holder shall
have no obligation to accept any prepayment of the principal sum evidenced by
this Note except as expressly stated in this Section 7. Notwithstanding any
provision of the Loan Documents to the contrary, no prepayment fee shall be due
in connection with involuntary whole or partial prepayments of the Secured
Indebtedness which result from: (i)

                                      -3-

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the passage of a change in tax law as provided in Section 1.04 of the Deed of
Trust; (ii) the application of Net Insurance Proceeds as provided in Section
1.05 of the Deed of Trust; (iii) the application of Condemnation Proceeds as
provided in Section 1.08 of the Deed of Trust; (iv) applications which result
from acceleration due to the determination that an unenforceable provision of
the Loan Documents affects the payment of any monetary sum as provided in
Section 17 of this Note; or (v) an application resulting from such other
circumstances as are similar to those listed in subparagraphs (i)-(iv) of this
sentence in this Section 7. If Holder accelerates the maturity hereof due to the
occurrence of an Event of Default, to the extent permitted by law, a prepayment
fee (calculated as provided above) shall be due and payable to Holder at the
same time that the accelerated principal and interest are due and the provisions
of the foregoing sentence shall not be interpreted to preclude charging of a
prepayment fee in the event of such acceleration.

     8. Liability of Maker. Notwithstanding anything to the contrary contained
in this Note or in any of the other Loan Documents, but without in any manner
releasing, impairing or otherwise affecting this Note or any of the other Loan
Documents, or the validity hereof or thereof, or the lien of the Deed of Trust,
Maker and/or the general partners of Maker shall not have any personal liability
for any representations, warranties, covenants, obligations, or liabilities
under this Note or any of the Loan Documents except as expressly provided in
this Section 8, and upon the occurrence of an Event of Default, the liability of
Maker and/or the general partners of Maker shall be limited to and satisfied out
of the Property, except as expressly set forth in this Section 8.
Notwithstanding any of the foregoing, nothing contained in this Section 8 shall
be deemed to prejudice the rights of Holder to (i) proceed against any entity or
person whatsoever, including Maker and the general partners of Maker with
respect to the enforcement of any separate recourse leases, guarantees, bonds,
policies of insurance or other similar agreements for compliance with any of the
terms, covenants and conditions of the Loan Documents; and/or (ii) recover
damages against Maker and the general partners of Maker for their fraud or
intentional and material misrepresentation in connection with the Loan Documents
or their intentional, active waste; and/or (iii) recover any Condemnation
Proceeds or Insurance Proceeds or other similar funds or payments attributable
to the Property received by Maker, which have been misapplied by Maker or which,
under the terms of the Loan Documents, should have been paid to Holder and which
have not been applied to pay any portion of the indebtedness evidenced by this
Note, real estate taxes, assessments, penalties and other charges, operating and
maintenance expenses of the Property (including, without limitation, payment and
performance of obligations under agreements binding on or appurtenant to the
Property), Premiums, Impositions, deposits into a reserve for replacement or
other sums required by the Loan Documents, or with the express written consent
of Holder given after the occurrence of an Event of Default, applied to the
payment of capital expenses relating to the Property (all of the foregoing being
herein collectively called "Permitted Expenditures"); and/or (iv) recover any
tenant security deposits or prepaid rents paid to or held by Maker or any other
entity or person in connection with the Property, except to the extent any such
tenant security deposits or prepaid rents which, after having been properly
forfeited, were applied to pay Permitted Expenditures; and/or (v) recover the
Rents and Profits accruing from and after the occurrence of an Event of Default,
which have not been applied to pay Permitted Expenditures; and/or (vi) recover
damages against Maker and/or the general partners of Maker arising from, or in
connection with, the covenants, obligations, liabilities, warranties and
representations contained in Section 3.8 of the Deed of Trust, other than those
provisions of said Section 3.8 which pertain to Existing

                                      -4-

<PAGE>

Environmental Conditions, and/or contained in the Unsecured Indemnity Agreement;
and/or (vii) recover all Impositions which are accrued as of the date on which
an Event of Default occurs, even if not then due and payable, in order to place
Holder in the position in which it would have been had Holder not agreed, at the
special instance and request of Maker, to cause Section 1.6 of the Deed of Trust
to become operative only after the occurrence of an Event of Default; and/or
(viii) recover damages against Maker and/or the general partners of Maker
arising from, or in connection with, the violation of the covenants, warranties
or representations contained in Section 1.18 of the Deed of Trust; and/or (ix)
recover from Maker and/or the general partners of Maker all shortfalls which
exist on the date on which an Event of Default occurs in the FF&E Replacement
Reserve Account which Maker is required to maintain in accordance with the
provisions of Section 1.19 of the Deed of Trust to the extent that such
shortfalls are the result of Maker's improper use of funds from the FF&E
Replacement Reserve Account or Maker's failure to make the required deposits to
the FF&E Replacement Reserve Account prior to the date on which an Event of
Default occurs. Maker and/or the general partners of Maker shall be personally
liable for the matters set forth in the foregoing clauses (i) to (ix) inclusive
to the extent set forth in such clauses.

     9. Waiver by Maker. Except as otherwise provided in the Deed of Trust,
Maker and all endorsers, guarantors and sureties of this Note, and each of them,
hereby waive diligence, demand, presentment for payment, notice of non-payment,
protest, notice of dishonor and notice of protest, notice of intent to
accelerate and notice of acceleration and specifically consent to, and waive
notice of, any renewals or extensions of this Note, whether made to or in favor
of Maker or any other person or persons, and hereby waive any defense by reason
of extension of time for payment or other indulgence granted by Holder.

     10. Exercise of Rights. No single or partial exercise by Holder, or delay
or omission in the exercise by Holder, of any right or remedy under the Loan
Documents shall preclude, waive or limit any other or further exercise thereof
or the exercise of any other right or remedy. Holder shall at all times have the
right to proceed against any portion of, or interest in, the Property in such
manner as Holder may deem fit, without waiving any other rights or remedies with
respect to the Property, any portion thereof, or interest therein. The release
of any party under this Note shall not operate to release any other party liable
hereunder or under the other Loan Documents.

     11. Fees and Expenses. If this Note is placed in the hands of an attorney
at law for collection by reason of default on the part of Maker, Maker hereby
agrees to pay to Holder, in addition to the sums stated above, the costs and
expenses of collection, including, without limitation, a reasonable sum as an
attorney's fee.

     12. No Modifications. This Note may not be changed, amended or modified,
except in a writing expressly intended for such purpose and executed by Maker
and Holder.

     13. Governing Law. This Note is to be construed and enforced in all
respects in accordance with the laws of the State of California.

     14. Construction. The words "Maker" and "Holder" shall be deemed to include
the respective heirs, personal representatives, successors and assigns of each,
and shall denote the

                                      -5-

<PAGE>

singular and/or plural, and the masculine and/or feminine, and natural and/or
artificial persons, whenever and wherever the context so requires. If more than
one party is named as Maker, the obligation hereunder of each such party shall
be deemed joint and several. The captions herein are inserted only for
convenience of reference and in no way define, limit or describe the scope or
intent of this Note or any particular paragraph or section hereof, or the proper
construction hereof.

     15. Notices. All notices, demands, requests and consents permitted or
required under this Note shall be given in the manner prescribed in the Deed of
Trust.

     16. Time of the Essence. Time shall be of the essence in this Note with
respect to all of Maker's obligations hereunder.

     17. Severability. If any provision hereof should be held unenforceable or
void, then such provision shall be deemed separable from the remaining
provisions and shall in no way affect the validity of this Note, except that if
such provision relates to the payment of any monetary sum, then, Holder may, at
its option declare the indebtedness evidenced hereby immediately due and
payable.

     18. Late Charge. In the event that any installment of interest, principal,
principal and interest or required escrow deposits shall become overdue for a
period in excess of seven (7) days (other than the final payment of principal
due at maturity and excluding the principal and prepayment fee due upon
acceleration), a "late charge" of four cents (4(cent)) for each dollar ($1.00),
or part thereof, so overdue may, to the extent permissible under applicable law,
be charged to Maker by Holder for the purpose of defraying the expenses incident
to handling such delinquent payments. This charge shall not be made more than
once as to any such delinquent payment and shall not apply to any payments due
upon or after acceleration or maturity of this Note. This charge shall be in
addition to, and not in lieu of, any other remedy Holder may have and is in
addition to Holder's right to collect fees and charges of any agents or
attorneys which Holder employs in connection with any Event of Default. Such
late charges if not previously paid shall become part of the indebtedness
evidenced hereby, and shall, at the option of Holder, be added to any succeeding
monthly payment due under the Loan Documents. Failure to pay such late charges
with such succeeding monthly payment shall constitute an Event of Default and
such late charges shall bear interest at the Default Rate from the date due.

     19. WAIVER OF RIGHT TO TRIAL BY JURY. MAKER HEREBY WAIVES THE RIGHT TO A
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH IT MAY BE A PARTY INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS NOTE,
THE LOAN AGREEMENT, THE DEED OF TRUST OR ANY OF THE OTHER AFFILIATED LOAN
DOCUMENTS.

                                      -6-

<PAGE>

     IN WITNESS WHEREOF, Maker has executed or caused this Note to be executed
by its duly authorized representative(s) the day and year first above written.

                                        PATRIOT AMERICAN HOSPITALITY
                                        PARTNERSHIP, L.P., a Virginia limited
                                        partnership

                                        By: PAH GP, Inc., a Delaware
                                            corporation, as general partner


                                            By:    /s/ MICHAEL MURPHY
                                                   -----------------------------
                                            Name:  MICHAEL MURPHY
                                            Title: VICE PRESIDENT

                                      -7-

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