EXHIBIT 4.10
FOURTH
DEED OF TRUST MODIFICATION AGREEMENT
FOURTH DEED OF TRUST MODIFICATION AGREEMENT (this "Agreement") made
this 30th day of June, 2000, 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
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, 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, as amended by Deed of
Trust Modification Agreement dated November 29, 1999 among Beneficiary, Grantor
and Trustee, as trustee, as amended by Second Deed of Trust Modification
Agreement dated December 22, 1999, among Beneficiary, Grantor and Trustee, as
trustee, and by Third Deed of Trust Modification Agreement dated May 8, 2000
among Beneficiary, Grantor and Trustee, as trustee, all of which have been or
are to be recorded in the County Clerk's
Office in Dallas County, Texas (as amended, the "Deed of Trust"). The Deed of
Trust secures a $7,350,000 note of Apple Suites, Inc. ("Borrower") dated October
5, 1999, a $30,210,000 note of Borrower dated November 29, 1999, a $4,384,500
note of Borrower dated December 22, 1999 and a $11,616,750 note of Borrower
dated May 8, 2000 (said notes, collectively, the "Original Notes"), which
Original Notes evidence purchase money loans (collectively, the "Loans") in the
aggregate amount of $53,561,250 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 on the date hereof to acquire certain premises
described therein and in connection therewith, Borrower will borrow $11,163,750
from Beneficiary and has executed and delivered to Beneficiary its note, dated
the date hereof, obligating it to pay the sum of $11,163,750 (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 Notes and the New Note, as the same may
hereafter be
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amended, modified, extended, severed, assigned, renewed or restated, from time
to time and the term "Note Amount" shall mean $64,725,000.
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.
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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/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
APPLE SUITES REIT LIMITED PARTNERSHIP,
a Virginia limited partnership
By: Apple Suites General, Inc.,
its general partner
By /s/ Xxxxx X. Xxxxxx
---------------------------------
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
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
/s/ Xxxxx X. Xxxx
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XXXXX XXXX, as Trustee
STATE OF NEW YORK
COUNTY OF NEW YORK
THIS INSTRUMENT was acknowledged before me on the 28th day of June,
2000, by Xxxxxx X. Xxxxxxxx, Senior Vice President of Promus Hotels, Inc., a
Delaware corporation.
/s/ Xxxxxxxx X. Xxxxx
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Notary Public, State of New York
Printed Name: Xxxxxxxx X. Xxxxx
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Commission Expires: 11/8/01
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XXXXXXXX X. XXXXX
NOTARY PUBLIC, State of New York
No. 00-0000000
Qualified in New York County
Commission Expires November 8, 0000
XXXXX XX XXXXXXXX
XXXX XX XXXXXXXX
THIS INSTRUMENT was acknowledged before me on the 28th day of June,
2000, 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/ Xxxxxxxxx X. Xxxxx
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Notary Public, State of Virginia
Printed Name: Xxxxxxxxx X. Xxxxx
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Commission Expires: 6/30/03
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STATE OF VIRGINIA
CITY OF RICHMOND
THIS INSTRUMENT was acknowledged before me on the 28th day of June,
2000, by Xxxxx X. Xxxxxx, President of Apple Suites Services General, Inc., a
Virginia corporation, as general partner of Apple Suites Services Limited
Partnership, on behalf of said Apple Suites Services General, Inc., as general
partner of Apple Suites Services Limited Partnership.
/s/ Xxxxxxxxx X. Xxxxx
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Notary Public, State of Virginia
Printed Name: Xxxxxxxxx X. Xxxxx
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Commission Expires: 6/30/03
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STATE OF TEXAS
COUNTY OF DALLAS
THIS INSTRUMENT was acknowledged before me on the 29th day of June,
2000, by Xxxxx Xxxx, an individual.
/s/ Xxxxx X. Xxxxxxxx
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Notary Public, State of Texas
XXXXX X. XXXXXXXX
MY COMMISSION EXPIRES Printed Name: Xxxxx X. Xxxxxxxx
March 31, 2001 ---------------------
Commission Expires: 03/03/01
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