Exhibit 4.7
SECOND
DEED OF TRUST MODIFICATION AGREEMENT
SECOND DEED OF TRUST MODIFICATION AGREEMENT (this "Agreement")
made this 22nd day of December, 1999, among PROMUS HOTELS, INC., a Delaware
corporation, having an office at 755 Crossover Lane, Memphis, Tennessee
38117-4900 ("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 306 East Main
Street, Richmond, Virginia 23219, and DAVID LONG, an individual, having an
address at Hoge, Evans, Holmes, Carter & Ledbetter, PLLC, 4311 Oak Lawn Avenue,
Suite 600, Dallas, Texas 75219 ("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 $37,560,000, dated October 5, 1999, from Grantor to Trustee, as trustee,
recorded in the County Clerk's Office in Collin County, Texas on October 6, 1999
in Book 04516 at Page 01103, as amended by Deed of Trust Modification Agreement
dated November 29, 1999 from Grantor to Trustee, as trustee, which has been or
is to be recorded in the County Clerk's Office in Collin 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 and a $30,210,000 note of
Borrower dated November 29, 1999 (said notes, collectively, the
"Original Notes"), which Original Notes evidence purchase money loans
(collectively, the "Loans") in the aggregate amount of $37,560,000 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 $4,384,500
from Beneficiary and has executed and delivered to Beneficiary its note, dated
the date hereof, obligating it to pay the sum of $4,384,500 (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
amended, modified, extended, severed, assigned, renewed or restated, from time
to time and the term "Note Amount" shall mean $41,944,500.
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.
2
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.
[Remainder of page intentionally left blank.]
3
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/ Joseph P. Pidkowicz
-----------------------
Joseph P. Pidkowicz
Vice President
APPLE SUITES REIT LIMITED
PARTNERSHIP, a Virginia limited
partnership
By: Apple Suites General, Inc., its
general partner
By /s/ Glade M. Knight
----------------------
Name: Glade M. Knight
Title: President
APPLE SUITES SERVICES LIMITED
PARTNERSHIP, a Virginia limited
partnership
By: Apple Suites Services General,
Inc., its general partner
By /s/ Glade M. Knight
----------------------
Name: Glade M. Knight
Title: President
/s/ David Long
----------------------
DAVID LONG, as Trustee
STATE OF TENNESSEE
COUNTY OF SHELBY
THIS INSTRUMENT was acknowledged before me on the 16th day of
December, 1999, by Joseph P. Pidkowicz, Vice President of Promus Hotels, Inc., a
Delaware corporation.
/s/ Julia A. Hill
---------------------------------
Notary Public, State of Tennessee
Printed Name: Julia A. Hill
Commission Expires: September 8, 2003
STATE OF TEXAS
COUNTY OF DALLAS
THIS INSTRUMENT was acknowledged before me on the 20th day of
December, 1999, by Glade M. Knight, 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/ Deanna Jost
----------------------------------
Notary Public, State of Texas
Printed Name: Deanna Jost
Commission Expires: April 8, 2003
STATE OF TEXAS
COUNTY OF DALLAS
THIS INSTRUMENT was acknowledged before me on the 20th day of
December, 1999, by Glade M. Knight, 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/ Deanna Jost
----------------------------------
Notary Public, State of Texas
Printed Name: Deanna Jost
Commission Expires: April 8, 2003
STATE OF TEXAS
COUNTY OF DALLAS
THIS INSTRUMENT was acknowledged before me on the 17th day of
December, 1999, by David Long, an individual.
/s/ Reagan Lee Samuels
----------------------------------
Notary Public, State of Texas
Printed Name: Reagan Lee Samuels
Commission Expires: March 24, 2001