EXHIBIT 4.4
[Mississippi]
DEED OF TRUST MODIFICATION AGREEMENT
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 755 Crossover Lane, Memphis, Tennessee 38117-4900 ("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 306
East Main Street, Richmond, Virginia 23219, and LAWYERS TITLE REALTY SERVICES,
INC., having an address at 7557 Rambler Road, Suite 1200, L.B. #31, Dallas,
Texas 75231 ("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
$11,616,750, dated May 8, 2000, from Grantor to Trustee, as trustee, recorded in
the Official Records of Madison County, Mississippi on ____________ as Entry No.
____________ in Book ______ at Page ______ (the "Deed of Trust"). The Deed of
Trust secures a $11,616,750 note of Fee Owner dated May 8, 2000 (the "Original
Note"), which Original Note evidences a purchase money loan (the "Loan") in the
amount of $11,616,750 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 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 $22,753,500.
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.
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/ Mariel C. Albrecht
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Name: Mariel C. Albrecht
Title: Senior Vice President
APPLE SUITES, INC.,
a Virginia corporation
By /s/ Glade M. Knight
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Name: Glade M. Knight
Title: President and Chairman
APPLE SUITES MANAGEMENT, INC.,
a Virginia corporation
By /s/ Glade M. Knight
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Name: Glade M. Knight
Title: President, CEO and Chairman
LAWYERS TITLE REALTY SERVICES, INC.
By
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Name:
Title:
STATE OF NEW YORK
COUNTY OF NEW YORK
On the 28th day of June 30, A.D. 2000 personally appeared before me
Mariel C. Albrecht who being by me duly sworn did say, for himself, 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/ Jennifer A. Meyer
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Notary Public
Residing at:
130 West 79th Street
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New York, NY 10027
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My commission expires:
11/8/01
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Notary Seal JENNIFER A. MEYER
NOTARY PUBLIC, State of New York
No. 31-6032912
Qualified in New York County
Commission Expires November 8, 2001
STATE OF VIRGINIA
CITY OF RICHMOND
On the 28th day of June, A.D. 2000 personally appeared before me Glade
M. Knight 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 Glade M. Knight duly acknowledged to me that said
corporation executed the same.
/s/ Jacquelyn B. Owens
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Notary Public
Residing at:
306 E. Main Street
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Richmond, VA 23219
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My commission expires:
6/30/03
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Notary Seal
STATE OF VIRGINIA
CITY OF RICHMOND
On the 28th day of June, A.D. 2000 personally appeared before me Glade
M. Knight 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 Glade M. Knight duly acknowledged to me that
said corporation executed the same.
/s/ Jacquelyn B. Owens
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Notary Public
Residing at:
306 E. Main Street
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Richmond, VA 23219
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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