DEED OF TRUST MODIFICATION AGREEMENT
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DEED OF TRUST MODIFICATION AGREEMENT (this "Agreement") made
this 29th day of November, 1999, among PROMUS HOTELS, INC., a Delaware
corporation, having an office at 000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx
00000-0000 ("Beneficiary"), APPLE SUITES REIT LIMITED PARTNERSHIP, a Virginia
limited partnership ("Fee Owner"), APPLE SUITES SERVICES LIMITED PARTNERSHIP, a
Virginia limited partnership ("Lessee"; together with Fee Owner, collectively,
"Grantor"), each of Fee Owner and Lessee having an office at 000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, and XXXXX XXXX, an individual, having an
address at Hoge, Evans, Xxxxxx, Xxxxxx & Xxxxxxxxx, PLLC, 0000 Xxx Xxxx Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxx 00000 ("Trustee").
Preliminary Statement
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Beneficiary is the beneficiary under, and the lawful owner and
holder of the obligations secured by, the Fee and Leasehold Deed of Trust,
Assignment of Leases and Rents and Security Agreement, securing the Note Amount
of $7,350,000, dated October 5, 1999, from Grantor to Trustee, as trustee,
recorded in the County Clerk's Office in Dallas County, Texas on October 6, 1999
in Book 99195 at Page 05671 (the "Deed of Trust"). The Deed of Trust secures a
$7,350,000 note (the "Original Note") of Apple Suites, Inc. ("Borrower") dated
October 5, 1999, which evidences a purchase money loan (the "Loan") in that
amount from Beneficiary to Grantor. Borrower indirectly owns one hundred percent
(100%) of the beneficial interests in Fee Owner.
Pursuant to an Agreement of Sale dated November 22, 1999
between Beneficiary, Hampton Inns, Inc. and Promus Hotels Florida, Inc., as
sellers, and Borrower, as buyer, Borrower is to acquire certain premises
described therein and in connection therewith, Borrower will borrow $30,210,000
from Beneficiary and has executed and delivered to Beneficiary its note, dated
the date hereof, obligating it to pay the sum of $30,210,000 (the "New Note").
In consideration of such additional loan by Beneficiary to
Borrower, Beneficiary and Grantor have agreed to modify the Deed of Trust to
secure the New Note and thereby increase the Note Amount secured by the Deed of
Trust and in the manner hereinafter set forth, and Trustee has agreed to join in
the execution of this Agreement.
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 of Trust 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 "Note Amount" shall mean $37,560,000.
2. Grantor warrants and represents that there are no defenses,
offsets or counterclaims with respect to its obligations under the Deed of
Trust, 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
of Trust 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.
1
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.
By /s/ Xxx X. Xxxx
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Xxx X. Xxxx
Executive Vice President
APPLE SUITES REIT LIMITED
PARTNERSHIP, a Virginia limited
partnership
By: Apple Suites General, Inc., its
general partner
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
APPLE SUITES SERVICES LIMITED
PARTNERSHIP, a Virginia limited
partnership
By: Apple Suites Services General, Inc.,
its general partner
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
/s/ Xxxxx X. Xxxx
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XXXXX XXXX, as Trustee
STATE OF TENNESSEE
COUNTY OF SHELBY
THIS INSTRUMENT was acknowledged before me on the 24th day of
November, 1999, by Xxx X. Xxxx, Executive Vice President of Promus Hotels, Inc.,
a Delaware corporation.
/s/ Xxxxx X. Xxxx
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Notary Public, State of Tennessee
Printed Name: Xxxxx X. Xxxx
Commission Expires: Sept. 8, 2003
STATE OF TEXAS
COUNTY OF TARRANT
THIS INSTRUMENT was acknowledged before me on the 29th day of
November, 1999, by Xxxxx X. Xxxxxx, President of Apple Suites General, Inc., a
Virginia corporation, as general partner of Apple Suites REIT Limited
Partnership, on behalf of said Apple Suites General, Inc., as general partner of
Apple Suites REIT Limited Partnership.
/s/ Xxxx M. A. Xxxx
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Notary Public, State of Texas
Printed Name: Xxxx M. A. Xxxx
Commission Expires: March 31, 0000
XXXXX XX XXXXX
XXXXXX XX XXXXXX
THIS INSTRUMENT was acknowledged before me on the 25th day of
November, 1999, by Xxxxx Xxxx, an individual.
/s/ Xxxxxxx Xxxxxxx
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Notary Public, State of Texas
Printed Name: Xxxxxxx Xxxxxxx
Commission Expires: September 23, 2002
