Exhibit 4.7
[Utah]
DEED OF TRUST MODIFICATION AGREEMENT
DEED OF TRUST MODIFICATION AGREEMENT (this "Agreement") made
this 8th day of May, 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 ______ (the "Deed of Trust"). The
Deed of Trust secures a $4,384,500 note of Fee Owner dated December 22, 1999
(the "Original Note"), which Original Note evidences a purchase money loan (the
"Loan") in the amount of $4,384,500 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 $11,616,750
from Beneficiary and has executed and delivered to Beneficiary its note, dated
the date hereof, obligating it to pay the sum of $11,616,750 (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 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 $16,001,250.
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.
2
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. Xxxxxx
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Xxxxxx X. Xxxxxx
Executive Vice President
APPLE SUITES, INC.,
a Virginia corporation
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board and
President
APPLE SUITES MANAGEMENT, INC.,
a Virginia corporation
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chairman, CEO and President
LAWYERS TITLE REALTY SERVICES,
INC.
By
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Name:
Title:
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On the 4th day of May, A.D. 2000 personally appeared before me Xxxxxx
X. Xxxxxx who being by me duly sworn did say, for himself, that he is the
Executive Vice President of Promus Hotels, Inc., that he executed the above
instrument on behalf of said corporation by authority of a resolution of its
board of directors and said Executive Vice President duly acknowledged to me
that said corporation executed the same.
/s/ Xxxxx Xxxxxx
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Notary Public
Residing at:
10639 [illegible], #3
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Xxx Xxxxxxx, XX 00000
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My commission expires:
8/8/2002
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Notary Seal
XXXXX XX XXXXXXXX
XXXX XX XXXXXXXX
Xx the 2nd day of May, 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
& 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/ Xxxxxxxxx X. Xxxxx
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Notary Public
Residing at:
000 Xxxx Xxxx Xxxxxx
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Xxxxxxxx, Xxxxxxxx 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 2nd day of May, 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
& 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 Xxxx Xxxx Xxxxxx
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Xxxxxxxx, Xxxxxxxx 00000
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My commission expires:
6/30/03
----------------------
Notary Seal
STATE OF _______________
COUNTY OF _______________
On the ______ day of May, 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
