Exhibit 10.8
APPLE SUITES, INC.
c/o Cornerstone Realty Income Trust, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
May 8, 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
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 $11,616,750 (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: Chairman of the Board and
President
