Exhibit 4.4
[Gwinnett]
DEED TO SECURE DEBT MODIFICATION AGREEMENT
DEED TO SECURE DEBT MODIFICATION AGREEMENT (this "Agreement")
made this 8th day of May, 2000, among PROMUS HOTELS, INC., a Delaware
corporation, having an office at 000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx
00000-0000 ("Mortgagee"), and APPLE SUITES, INC., a Virginia corporation ("Fee
Owner"), APPLE SUITES MANAGEMENT, INC., a Virginia corporation ("Lessee";
together with Fee Owner, collectively, "Mortgagor"), each of Fee Owner and
Lessee having an office at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000.
Preliminary Statement
Mortgagee is the lawful owner and holder of the obligations
secured by the Fee and Leasehold Deed To Secure Debt dated December 22, 1999,
from Mortgagor to Mortgagee, recorded in the Records of Gwinnett County, Georgia
in Deed Book ______, Page ______ (the "Deed To Secure Debt"). The Deed To Secure
Debt secures a $4,384,500 note of Fee Owner dated December 22, 1999 (the
"Original Note"), which evidences a purchase money loan (the "Loan") in the
amount of $4,384,500 from Mortgagee to Fee Owner.
Pursuant to the Agreement of Sale (as defined in the Deed to
Secure Debt), Fee Owner is to acquire certain additional premises described
therein and in connection therewith, Fee Owner will borrow $11,616,750 from
Mortgagee and has executed and delivered to Mortgagee its note, dated the date
hereof, obligating it to pay the sum of $11,616,750 (the "New Note"), with
interest thereon as therein provided and
with final payment being due on April 28, 2001. The New Note by this reference
is made a part hereof and of the Deed To Secure Debt.
In consideration of such additional loan by Mortgagee to Fee
Owner, Mortgagee and Mortgagor have agreed to modify the Deed To Secure Debt to
secure the New Note and thereby increase the amount secured by the Deed To
Secure Debt, all in the manner hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:
1. The Deed To Secure Debt is modified as follows: The term
"Note" shall mean, collectively, the Original Note and the New Note, as the same
may hereafter be amended, modified, extended, severed, assigned, renewed or
restated, from time to time and the term "Mortgage Amount" shall mean the sum of
Sixteen Million One Thousand Two Hundred Fifty and 00/100 Dollars ($16,001,250).
Accordingly, the Deed To Secure Debt shall secure the amount of $16,001,250.
2. Mortgagor warrants and represents that there are no
defenses, offsets or counterclaims with respect to its obligations under the
Deed To Secure Debt, as modified hereby, including, without limitation, its
obligation for the payment of the Note.
3. Except as modified in the manner set forth above, the Deed
To Secure Debt shall remain unmodified and in full force and effect.
4. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Agreement by signing any such
counterpart.
2
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by each of the parties hereto as of the date first above written.
PROMUS HOTELS, INC.,
Attest: a Delaware corporation
By /s/ Xxxxxx X. Xxxxxx [SEAL]
---------------------------- ------------------------------
Name: Xxxxxx X. Xxxxxx
Executive Vice President
Signed, sealed and delivered this
4th day of May,
2000 in the presence of:
----------------------------
Unofficial Witness
Subscribed and sworn to before me this 4th day of May, 2000
/s/ Xxxxx Xxxxxx
-----------------------------
Notary Public
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[Notarial Seal] XXXXX XXXXXX
[Notarial Stamp] COMM. #1192700
NOTARY PUBLIC-CALIFORNIA
LOS ANGELES COUNTY
COMM. EXP. AUG. 8, 2002
-----------------------------
APPLE SUITES, INC.,
Attest: a Virginia corporation
/s/ X. X. Xxxxxxx, Xx. By /s/ Xxxxx X. Xxxxxx [SEAL]
-------------------------------- ----------------------------------
Name: Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
and President
Signed, sealed and delivered this
2nd day of May,
2000 in the presence of:
/s/ Xxx X. Remppies
---------------------------------
Unofficial Witness
/s/ Xxxxxxxxx X. Xxxxx
---------------------------------
Notary Public
[Notarial Seal]
[Notarial Stamp]
APPLE SUITES MANAGEMENT, INC.,
Attest: a Virginia corporation
/s/ X. X. Xxxxxxx, Xx. By /s/ Xxxxx X. Xxxxxx [SEAL]
---------------------------------- -----------------------------
Name: Name: Xxxxx X. Xxxxxx
Title: Chairman, Chief Executive
Officer and President
Signed, sealed and delivered this
2nd day of May,
2000 in the presence of:
/s/ Xxx X. Remppies
----------------------------------
Unofficial Witness
/s/ Xxxxxxxxx X. Xxxxx
----------------------------------
Notary Public
[Notarial Seal]
[Notarial Stamp]
