EXHIBIT 10.7
APPLE SUITES, INC.
c/o Cornerstone Realty Income Trust, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
June 30, 2000
Promus Hotels, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000-0000
Re: Agreement of Sale dated November 22, 1999 (as amended,
the "Purchase Agreement"; capitalized terms not
otherwise defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement)
between Hampton Inns, Inc., Promus Hotels Florida, Inc.
and Promus Hotels, Inc., as Sellers, and Apple Suites,
Inc., as Buyer
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Gentlemen:
Reference is made to (i) the Purchase Agreement and (ii) the purchase money
note of even date herewith made by the undersigned in the amount of $11,163,750
(the "Note") and the mortgages and/or deeds of trust and/or deeds to secure debt
securing the Note (individually and collectively, the "Mortgage").
We hereby agree that until such time as all amounts evidenced and secured
by the Note and the Mortgage have been paid in full we shall not:
(i) transfer, or agree to transfer (or suffer or permit the transfer
or agreement to transfer), in any manner, either voluntarily or
involuntarily, by operation of law or otherwise, all or any portion of any
of the properties located in Henrico County, Virginia, Pinellas County,
Florida and Xxxx Arundel County, Maryland heretofore transferred to us by
deeds from you dated September 20, 1999 or November 29, 1999 (the
"Restricted Properties"), without, in any such case, your prior written
consent, which shall not be unreasonably withheld in the case of a transfer
to any affiliate or subsidiary wholly owned by Apple Suites, Inc.; or
(ii) encumber, or agree to encumber, in any manner, either voluntarily
or involuntarily, by operation of law or otherwise, all or any portion of
any of the Restricted Properties, or any interest or rights therein
without, in any such case, your prior written consent. As used in this
clause, "encumber" shall include, without limitation, the placing or
permitting the placing of any mortgage, deed of trust, assignment of rents
or other security device. (It is understood that you may grant or deny your
consent under this clause and the immediately preceding clause in your sole
discretion).
Notwithstanding the foregoing, it is understood that neither the lease to
Apple Suites Management, Inc. from us, dated September 20, 1999 nor the Deed of
Trust, Assignment of Leases and Rents and Security Agreement (or other mortgage
document) made by us and Apple Suites Management, Inc. for your benefit dated
September 20, 1999 or November 29, 1999, shall constitute a violation of the
foregoing restrictions.
Very truly yours,
APPLE SUITES, INC.,
a Virginia corporation
By /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: President and Chairman
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