Exhibit 10.7
APPLE SUITES, INC.
c/o Cornerstone Realty Income Trust, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
December 22, 1999
Promus Hotels, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000-0000
Re: Agreement of Sale dated November 22, 1999 (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
$4,384,500 (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: President
2
