EXHIBIT 4.7
[Michigan]
SECOND
MORTGAGE MODIFICATION AGREEMENT
SECOND MORTGAGE 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 Mortgage dated December 22, 1999, from Mortgagor to
Mortgagee, recorded in the Macomb County Records, Michigan in Book ______, Page
______, as amended by the Mortgage Modification Agreement dated May 8, 2000
among Mortgagee, Fee Owner and Lessee which has been or is to be recorded in the
Macomb County Records, Michigan (collectively, the "Mortgage"). The Mortgage
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 Mortgage), 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.
In consideration of such additional loan by Mortgagee to Fee Owner,
Mortgagee and Mortgagor have agreed to modify the Mortgage to secure the New
Note and thereby increase the amount secured by the Mortgage, 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 Mortgage 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 Mortgage 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 Mortgage, 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 Mortgage 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.
Witness: PROMUS HOTELS, INC.,
a Delaware corporation
/s/ Jennifer A. Meyer
- -------------------------------
Name: Jennifer A. Meyer
By /s/ Mariel C. Albrecht [L.S.]
----------------------------
/s/ Graham Hone Name: Mariel C. Albrecht
- ------------------------------- Title: Senior Vice President
Name: Graham Hone
Witness: APPLE SUITES, INC.,
a Virginia corporation
/s/ Janet M. Schneider
- -------------------------------
Name:
By /s/ Glade M. Knight [L.S.]
----------------------------
Kristian M. Gathright Name: Glade M. Knight
- ------------------------------- Title: President and Chairman
Name:
Witness: APPLE SUITES MANAGEMENT, INC.,
a Virginia corporation
/s/ Janet M. Schneider
- -------------------------------
Name:
By /s/ Glade M. Knight [L.S.]
----------------------------
Kristian M. Gathright Name: Glade M. Knight
- ------------------------------- Title: President, CEO and Chairman
Name:
STATE OF NEW YORK
COUNTY OF NEW YORK
THIS INSTRUMENT was acknowledged before me on the 28th day of June,
2000, by Mariel C. Albrecht, Senior Vice President of Promus Hotels, Inc., a
Delaware corporation, on behalf of said Promus Hotels, Inc.
/s/ Elizabeth R. Cava
--------------------------------------------
Notary Public, State of New York
Printed Name: Elizabeth R. Cava
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Commission Expires:
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ELIZABETH R. CAVA
Notary Public, State of New York
No. 30-4712233
Qualified in Nassau County
Certificate Filed in New York County
Commission Expires February 28, 2001
STATE OF VIRGINIA
CITY OF RICHMOND
THIS INSTRUMENT was acknowledged before me on the 28th day of June,
2000, by Glade M. Knight, President and Chairman of Apple Suites, Inc., a
Virginia corporation, on behalf of said Apple Suites, Inc.
/s/ Jacquelyn B. Owens
--------------------------------------------
Notary Public, State of New York
Printed Name: Jacquelyn B. Owens
------------------------------
Commission Expires: 6/30/03
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STATE OF VIRGINIA
CITY OF RICHMOND
THIS INSTRUMENT was acknowledged before me on the 28th day of June,
2000, by Glade M. Knight, ______________________ of Apple Suites Management,
Inc., a Virginia corporation, on behalf of said Apple Suites Management, Inc.
/s/ Jacquelyn B. Owens
--------------------------------------------
Notary Public, State of New York
Printed Name: Jacquelyn B. Owens
------------------------------
Commission Expires: 6/30/03
-------------------------