APPLE SUITES, INC.
c/o Cornerstone Realty Income Trust, Inc.
306 East Main Street
Richmond, Virginia 23219
November 29, 1999
Promus Hotels, Inc.
755 Crossover Lane
Memphis, Tennessee 38117-4900
Re: Agreement of Sale dated November 22, 1999 (the
"Purchase Agreement"; capitalized terms not
otherwise defined herein shall have the
meanings ascribed to such terms in the Purchase
Agreement) between Hampton Inns, Inc., Promus
Hotels Florida, Inc. and Promus Hotels, Inc.,
as Sellers, and Apple Suites, Inc., as Buyer
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Gentlemen:
Reference is made to (i) the Purchase Agreement and (ii) the
purchase money note of even date herewith made by the undersigned in the amount
of $30,210,000 (the "Note") and the mortgages and/or deeds of trust and/or deeds
to secure debt securing the Note (individually and collectively, the
"Mortgage").
We hereby agree that until such time as all amounts evidenced
and secured by the Note and the Mortgage have been paid in full we shall not:
(i) transfer, or agree to transfer (or suffer or permit the
transfer or agreement to transfer), in any manner, either voluntarily
or involuntarily, by operation of law or otherwise, all or any portion
of the property located in Henrico County, Virginia heretofore
transferred to us by a deed from you dated September 20, 1999 (the
"Virginia Property"), without, in any such case, your prior written
consent, which shall not be unreasonably withheld in the case of a
transfer to any affiliate or subsidiary wholly owned by Apple Suites,
Inc.; or
(ii) encumber, or agree to encumber, in any manner, either
voluntarily or involuntarily, by operation of law or otherwise, all or
any portion of any Virginia Property, or any interest or rights therein
without, in any such case, your prior written consent. As used in this
clause, "encumber" shall include, without limitation, the placing or
permitting the placing of any mortgage, deed of trust, assignment of
rents or other security device. (It is understood that you may grant or
deny your consent under this clause and the immediately preceding
clause in your sole discretion).
Notwithstanding the foregoing, it is understood that neither
the lease to Apple Suites Management, Inc. from us, dated September 20, 1999 nor
the Deed of Trust, Assignment of Leases and Rents and Security Agreement made by
us and Apple Suites Management, Inc. for your benefit dated September 20, 1999,
shall constitute a violation of the foregoing restrictions.
Very truly yours,
APPLE SUITES, INC.,
a Virginia corporation
By /s/ Glade M. Knight
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Name: Glade M. Knight
Title: President