EXHIBIT 4.5
[Gwinnett]
SECOND
DEED TO SECURE DEBT MODIFICATION AGREEMENT
SECOND DEED TO SECURE DEBT 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 ("Mortgagee"), and APPLE SUITES, INC., a Virginia corporation ("Fee
Owner"), APPLE SUITES MANAGEMENT, INC., a Virginia corporation ("Lessee";
together with Fee Owner, collectively, "Mortgagor"), each of Fee Owner and
Lessee having an office at 306 East Main Street, Richmond, Virginia 23219.
Preliminary Statement
Mortgagee is the lawful owner and holder of the obligations secured by
the Fee and Leasehold Deed To Secure Debt dated December 22, 1999, from
Mortgagor to Mortgagee, recorded in the Records of Gwinnett County, Georgia in
Deed Book ______, Page ______ , as amended by Deed to Secure Debt Modification
Agreement dated May 8, 2000 among Mortgagee, Fee Owner and Lessee which has been
or is to be recorded in the Records of Gwinnett County, Georgia (collectively,
the "Deed To Secure Debt"). The Deed To Secure Debt secures a $4,384,500 note of
Fee Owner dated December 22, 1999 and a $11,616,750 note of Fee Owner dated May
8, 2000 (said notes, collectively, the "Original Notes"), which evidence
purchase money loans (collectively, the "Loans") in the aggregate amount of
$16,001,250 from Mortgagee to Fee Owner.
Pursuant to the Agreement of Sale (as defined in the Deed to Secure
Debt), Fee Owner is to acquire certain additional premises described therein and
in connection therewith, Fee Owner will borrow $11,163,750 from Mortgagee and
has
executed and delivered to Mortgagee its note, dated the date hereof, obligating
it to pay the sum of $11,163,750 (the "New Note"), with interest thereon as
therein provided and with final payment being due on April 28, 2001. The New
Note by this reference is made a part hereof and of the Deed To Secure Debt.
In consideration of such additional loan by Mortgagee to Fee Owner,
Mortgagee and Mortgagor have agreed to modify the Deed To Secure Debt to secure
the New Note and thereby increase the amount secured by the Deed To Secure Debt,
all in the manner hereinafter set forth.
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 To Secure Debt 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 "Mortgage Amount" shall mean the sum of
Twenty-Seven Million One Hundred Sixty-Five Thousand and 00/100 Dollars
($27,165,000). Accordingly, the Deed To Secure Debt shall secure the amount of
$27,165,000.
2. Mortgagor warrants and represents that there are no defenses,
offsets or counterclaims with respect to its obligations under the Deed To
Secure Debt, 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 To Secure
Debt 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.,
Attest: a Delaware corporation
By /s/ Mariel C. Albrecht [SEAL]
- ---------------------------- -----------------------------------
Name: Name: Mariel C. Albrecht
Title: Senior Vice President
Signed, sealed and delivered this
28th day of June,
2000 in the presence of:
Graham Hone
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Unofficial Witness
/s/ Jennifer A. Meyer
- ----------------------------
Notary Public
JENNIFER A. MEYER
[Notarial Seal] NOTARY PUBLIC, State of New York
[Notarial Stamp] No. 31-6032912
Qualified in New York County
Commission Expires November 8, 2001
APPLE SUITES, INC.,
Attest: a Virginia corporation
/s/ Kristian M. Gathright By /s/ Glade M. Knight [SEAL]
- --------------------------------- ----------------------------------
Name: Name: Glade M. Knight
Title: President and Chairman
Signed, sealed and delivered this
28th day of June,
2000 in the presence of:
[Illegible]
- ----------------------------
Unofficial Witness
/s/ Jacquelyn B. Owens
- ----------------------------
Notary Public
[Notarial Seal]
[Notarial Stamp]
APPLE SUITES MANAGEMENT, INC.,
Attest: a Virginia corporation
/s/ Kristian M. Gathright By /s/ Glade M. Knight [SEAL]
- -------------------------------- ----------------------------------
Name: Name: Glade M. Knight
Title: President, CEO and Chairman
Signed, sealed and delivered this
28th day of June,
2000 in the presence of:
/s/ [Illegible]
- ----------------------------
Unofficial Witness
/s/ Jacquelyn B. Owens
- ----------------------------
Notary Public
[Notarial Seal]
[Notarial Stamp]