EXHIBIT 4.8
[Utah]
SECOND
DEED OF TRUST MODIFICATION AGREEMENT
SECOND 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, INC., a Virginia corporation ("Fee Owner"), APPLE
SUITES MANAGEMENT, INC., a Virginia corporation ("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 LAWYERS TITLE REALTY
SERVICES, INC., having an address at 0000 Xxxxxxx Xxxx, Xxxxx 0000, X.X. #00,
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, securing the Note Amount of
$4,384,500, dated December 22, 1999, from Grantor to Trustee, as trustee,
recorded in the Official Records of Salt Lake County, Utah on ____________ as
Entry No. ____________ in Book ______ at Page ______, as amended by Deed of
Trust Modification Agreement dated May 8, 2000 among Beneficiary, Fee Owner,
Lessee and Trustee (collectively, the "Deed of Trust"). The Deed of Trust
secures a $4,384,500 note of Fee Owner dated December 22, 1999 and a $11,616,750
note of Fee Owner dated May 8, 2000 (collectively, the "Original Notes"), which
Original Notes evidence purchase money
loans (collectively, the "Loans") in the amount of $16,001,250 from Beneficiary
to 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
Fee Owner, as buyer, Fee Owner is on the date hereof to acquire certain premises
described therein and in connection therewith, Fee Owner 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 Fee Owner,
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 amended, modified, extended, severed, assigned, renewed or
restated, from time to time and the term "Note Amount" shall mean $27,165,000.
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.
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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, INC.,
a Virginia corporation
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President and Chairman
APPLE SUITES MANAGEMENT, INC.,
a Virginia corporation
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President, CEO and Chairman
LAWYERS TITLE REALTY SERVICES, INC.
By
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Name:
Title:
XXXXX XX XXX XXXX
XXXXXX XX XXX XXXX
Xx the 28th day of June, A.D. 2000 personally appeared before me Xxxxxx
X. Xxxxxxxx who being by me duly sworn did say, for herself, that she is the
Senior Vice President of Promus Hotels, Inc., that she executed the above
instrument on behalf of said corporation by authority of a resolution of its
board of directors and said Senior Vice President duly acknowledged to me that
said corporation executed the same.
/s/ Xxxxxxxx X. Xxxxx
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Notary Public
Residing at:
000 Xxxx 00xx Xxxxxx
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Xxx Xxxx, XX 00000
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My commission expires:
11/8/01
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Notary Seal
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
Xx the 28th day of June, A.D. 2000 personally appeared before me Xxxxx
X. Xxxxxx who being by me duly sworn did say, for himself, that he is the
President and Chairman of Apple Suites, Inc., that he executed the above
instrument on behalf of said corporation by authority of a resolution of its
board of directors and said Xxxxx X. Xxxxxx duly acknowledged to me that said
corporation executed the same.
/s/ Xxxxx X. Xxxxxx
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Notary Public
Residing at:
000 X. Xxxx Xxxxxx
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Xxxxxxxx, XX 00000
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My commission expires:
6/30/03
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Notary Seal
XXXXX XX XXXXXXXX
XXXX XX XXXXXXXX
Xx the 28th day of June, A.D. 2000 personally appeared before me Xxxxx
X. Xxxxxx who being by me duly sworn did say, for himself, that he is the
President, CEO and Chairman of Apple Suites Management, Inc., that he executed
the above instrument on behalf of said corporation by authority of a resolution
of its board of directors and said Xxxxx X. Xxxxxx duly acknowledged to me that
said corporation executed the same.
/s/ Xxxxxxxxx X. Xxxxx
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Notary Public
Residing at:
000 X. Xxxx Xxxxxx
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Xxxxxxxx, XX 00000
My commission expires:
6/30/03
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Notary Seal
STATE OF _______________
COUNTY OF _______________
On the ______ day of ________________, A.D. 2000 personally appeared
before me _________________________ who being by me duly sworn did say, for
himself, that he is the _______________ of Lawyers Title Realty Services, Inc.,
that he executed the above instrument on behalf of said corporation by authority
of a resolution of its board of directors and said _________________________
duly acknowledged to me that said corporation executed the same.
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Notary Public
Residing at:
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My commission expires:
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Notary Seal
