Apple Hospitality Two Inc Sample Contracts

Apple Hospitality Two Inc – AGREEMENT AND PLAN OF MERGER Dated as of February 15, 2007 Among APPLE HOSPITALITY TWO, INC., LION ES HOTELS, LP and LION AHT MERGER, LP (February 22nd, 2007)

AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of February 15, 2007, among APPLE HOSPITALITY TWO, INC., a Virginia corporation (the “Company”), LION ES HOTELS, LP, a Delaware limited partnership (“Buyer”) and LION AHT MERGER, LP, a Virginia limited partnership and a wholly-owned subsidiary of Buyer (“Acquisition Sub”).

Apple Hospitality Two Inc – Apple Hospitality Two Enters into Letter of Intent (January 3rd, 2007)

RICHMOND, VA, January 2, 2007 – Apple Hospitality Two, Inc. (the Company or Apple), a real estate investment trust (REIT), announced today that it has entered into a letter of intent with ING Clarion Partners (ING). The letter provides ING with an exclusivity period until February 2, 2007 during which the companies will negotiate to enter into a purchase contract for the sale of the Company. During the exclusivity period, the Company has agreed not to negotiate with any other party regarding the sale of the Company. A contract, if any, would be subject to shareholder approval and an inspection period during which ING could review all of the Company’s books and records and negotiate with the Company’s third party property managers and franchisors regarding the associated management and franchise agreements. As a result, there can be no assurance that the Company and ING will enter into a merger agreement or that a sale will occur.

Apple Hospitality Two Inc – HOTEL PURCHASE AND SALE AGREEMENT by and between AHT RESIDENCE INN II LIMITED PARTNERSHIP as Seller, and MRC I FUNDING CORPORATION as Purchaser (November 3rd, 2006)

THIS HOTEL PURCHASE AND SALE AGREEMENT (this “Agreement”) is made effective as of September 27, 2006 (the “Effective Date”), by and between AHT RESIDENCE INN II Limited Partnership, a Virginia limited partnership (“Seller”), and MRC I Funding Corporation, a Delaware Corporation (“Purchaser”).

Apple Hospitality Two Inc – APPLE HOSPITALITY TWO, INC EXECUTIVE SEVERANCE PAY PLAN (November 3rd, 2005)

The Apple Hospitality Two, Inc. Executive Severance Pay Plan (the “Plan”) is adopted by the Company as of August 23, 2005 (the “Agreement Date”). The Plan provides severance or income protection benefits to Executives who have been designated as Participants by the Compensation Committee of the Board of Directors of Apple Hospitality Two, Inc. (the “Committee” or “Board” as applicable) pursuant to the Plan.

Apple Hospitality Two Inc – APPLE HOSPITALITY TWO, INC. SEVERANCE PLAN Adopted As of August 23, 2005 (November 3rd, 2005)

Apple Hospitality Two, Inc. a Virginia corporation, (the “Company” or “Apple”), established this Severance Plan (the “Plan”), effective August 23, 2005, for the benefit of its eligible employees. The purpose of the Plan is to provide security to eligible employees in the event of a termination of employment under defined circumstances.

Apple Hospitality Two Inc – Apple Hospitality Two Focused Vision Second Quarter June 30, 2005 Caption: Homewood Suites Clearwater, FL Corporate Profile (September 2nd, 2005)

Apple Hospitality Two, Inc. is a real estate investment trust (REIT) focused on the upscale, extended-stay suite segment of the hotel industry. Our hotels operate under the Residence Inn® by Marriott® and Homewood Suites® by Hilton brands, two of the nation’s leading chains of upscale extended-stay hotels. Our focus is on the ownership of high-quality hotels that generate attractive returns for our shareholders. As of August 1, 2005, our portfolio consisted of 66 hotels, containing a total of 7,869 suites, diversified among 25 states.

Apple Hospitality Two Inc – Text of Amendment to Bylaws (May 18th, 2005)
Apple Hospitality Two Inc – FIRST AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT by and between RESIDENCE INN BY MARRIOTT, INC. as “MANAGER” and AHM RES II LIMITED PARTNERSHIP as “LESSEE” Dated as of November 10, 2004 (March 11th, 2005)

This First Amendment to Amended and Restated Management Agreement (“First Amendment”) is executed as of the 10th day of November 2004 (“Execution Date”), by AHM RES II LIMITED PARTNERSHIP, a Virginia limited partnership (“Lessee”), with a mailing address at 10 South Third Street, Richmond, Virginia 23219, and RESIDENCE INN BY MARRIOTT, INC. (“Manager”), a Delaware corporation, with a mailing address at 10400 Fernwood Road, Bethesda, Maryland 20058.

Apple Hospitality Two Inc – PROMISSORY NOTE (March 11th, 2005)

FOR VALUE RECEIVED, the undersigned, MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP, a Delaware limited partnership (“Maker”), having an address at 814 E. Main Street, Richmond, Virginia 23219, promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Payee”), at the office of Payee at 301 South Tryon Street, PMB 35-123, Charlotte, North Carolina 28282, or at such other place as Payee may designate to Maker in writing from time to time, the principal sum of Four Million Eight Hundred Seventy-Five Thousand and No/100 Dollars ($4,875,000.00), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of six and eighty-eight one hundredths percent (6.88%) per annum (the “Note Rate”), together with all other amounts due hereunder or under the other Loan Documents (as defined in the Security Instrument), in lawful money of the United States of

Apple Hospitality Two Inc – HOTEL LEASE AGREEMENT EFFECTIVE AS OF NOVEMBER , 2004 BETWEEN MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP, A VIRGINIA LIMITED PARTNERSHIP, AS LESSOR AND AHM RES II LIMITED PARTNERSHIP, A VIRGINIA LIMITED PARTNERSHIP AS LESSEE (March 11th, 2005)

THIS HOTEL LEASE AGREEMENT (hereinafter called “Lease”), effective as of the          of November, 2004, by and between Marriott Residence Inn II Limited Partnership, a Delaware limited partnership (hereinafter called “Lessor”), and AHM Res II Limited Partnership, a Virginia limited partnership (hereinafter called “Lessee”), provides as follows:

Apple Hospitality Two Inc – Location Title of Document Principal Sum of Note Kalamazoo, Michigan Mortgage $ 3,938,000.00 Boston/Danvers, Massachusetts Mortgage and Security Agreement $ 4,620,000.00 Memphis, Tennessee Deed of Trust, Security Agreement and Fixture Filing $ 2,535,000.00 Birmingham, Alabama Mortgage and Security Agreement $ 5,573,000.00 Placentia, California Deed of Trust, Security Agreement and Fixture Filing $ 7,650,000.00 Santa Fe, New Mexico Mortgage. Security Agreement and Fixture Filing $ 8,050,000.00 Las Vegas, Nevada Deed of Trust, Security Agreement and Fixture Filing $ 20,625,000.00 Shreveport/Boss (March 11th, 2005)
Apple Hospitality Two Inc – THIS INSTRUMENT PREPARED BY AND WHEN RECORDED RETURN TO: Kilpatrick Stockton LLP Hearst Tower, Suite 2500 214 North Tryon Street Charlotte, North Carolina 28202 Attention: John Nicholas Suhr, Jr., Esq. (SPACE ABOVE THIS LINE FOR RECORDER’S USE) Loan No.: 50-2827820 Jacksonville, Florida Residence Inn II [Pool 2] (March 11th, 2005)

THIS ASSIGNMENT OF LEASES, RENTS AND PROFITS (this “Assignment”) made as of November 10, 2004 by MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP, a Delaware limited partnership (“Assignor”), whose address is 814 E. Main Street, Richmond, Virginia 23219, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Assignee”), whose address is 301 South Tryon Street, PMB 35-123, Charlotte, North Carolina 28282.

Apple Hospitality Two Inc – Schedule Setting Forth Information on Twenty Additional and Substantially Identical Indemnity and Guaranty Agreements (Except as set forth below, documents are substantially identical to the (March 11th, 2005)
Apple Hospitality Two Inc – Schedule Setting Forth Information on Twenty Additional and Substantially Identical Promissory Notes (March 11th, 2005)
Apple Hospitality Two Inc – MORTGAGE AND SECURITY AGREEMENT (March 11th, 2005)

THIS SECURITY INSTRUMENT CONSTITUTES A FLORIDA MULTI-STATE MORTGAGE UNDER RULE 12-B-4.053 (31)(B), FAC. SEE SECTION 4.34 OF THIS MORTGAGE FOR INFORMATION ON OTHER SECURITY AND RELATED MATTERS.

Apple Hospitality Two Inc – Schedule Setting Forth Information on Twenty Two Additional and Substantially Identical Hotel Lease Agreements (Except as set forth below in charts labeled Parts A, B and C, documents are substantially identical to the document (March 11th, 2005)
Apple Hospitality Two Inc – OPEN-END MORTGAGE AND SECURITY AGREEMENT (March 11th, 2005)

THIS OPEN-END MORTGAGE AND SECURITY AGREEMENT (this “Mortgage”) is made as of November 10, 2004 by AHT RESIDENCE INN II LIMITED PARTNERSHIP, a Virginia limited partnership, as Mortgagor (“Mortgagor”), whose address is 814 E. Main Street, Richmond, Virginia 23219, to WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Mortgagee (“Mortgagee”), whose address is 301 South Tryon Street, PMB 35-123, Charlotte, North Carolina 28282.

Apple Hospitality Two Inc – INDEMNITY AND GUARANTY AGREEMENT (March 11th, 2005)

THIS INDEMNITY AND GUARANTY AGREEMENT (this “Agreement”), made as of November 10, 2004 by APPLE HOSPITALITY TWO, INC., a Virginia corporation (“Indemnitor”), whose address is 814 E. Main Street, Richmond, Virginia 23219, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”), whose address is 301 South Tryon Street, PMB 35-123, Charlotte, North Carolina 28282.

Apple Hospitality Two Inc – ENVIRONMENTAL INDEMNITY AGREEMENT (March 11th, 2005)

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), made as of November 10, 2004 jointly and severally by MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), whose address is 814 E. Main Street, Richmond, Virginia 23219, and by APPLE HOSPITALITY TWO, INC., a Virginia corporation (“Principal”) whose address is 814 E. Main Street, Richmond, Virginia 23219 (Borrower and Principal being referred to herein collectively as “Indemnitors” and individually as “Indemnitor”), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”), whose address is 301 South Tryon Street, PMB 35-123, Charlotte, North Carolina 28282.

Apple Hospitality Two Inc – Location Title of Document Principal Sum of Note Greensboro, North Carolina Deed of Trust, Security Agreement and Fixture Filing $ 4,875,000.00 Lubbock, Texas Deed of Trust, Security Agreement and Fixture Filing $ 2,500,000.00 Clearwater/St. Petersburg, Florida Mortgage and Security Agreement $ 3,540,000.00 Irvine, California Deed of Trust, Security Agreement and Fixture Filing $ 12,750,000.00 Arcadia, California Deed of Trust, Security Agreement and Fixture Filing $ 14,850,000.00 Chicago-Deerfield, Illinois Mortgage and Security Agreement $ 8,100,000.00 Pensacola, Florida Mortgage and Securit (March 11th, 2005)
Apple Hospitality Two Inc – Schedule Setting Forth Information on Twenty Additional and Substantially Identical Environmental Indemnity Agreements (Except as set forth below, documents are substantially identical to the (March 11th, 2005)
Apple Hospitality Two Inc – FIRST AMENDMENT TO OWNER AGREEMENT (March 11th, 2005)

THIS FIRST AMENDMENT TO OWNER AGREEMENT (“First Amendment”) is being entered into as of November 10, 2004, by and among MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP, a Delaware limited partnership with a mailing address at 814 East Main Street, Richmond, Virginia 23219 (“Pool 1 Lessor”); AHM RES II LIMITED PARTNERSHIP, a Virginia limited partnership with a mailing address at 814 East Main Street, Richmond, Virginia 23219 (“Lessee”); AHT RESIDENCE INN II LIMITED PARTNERSHIP, a Virginia limited partnership with a mailing address at 814 East Main Street, Richmond, Virginia 23219 (“Pool 2 Lessor”); AHT CAROLINA LIMITED PARTNERSHIP, a Virginia limited partnership with a mailing address at 814 East Main Street, Richmond, Virginia 23219 (“Residual Lessor”) (Pool 1 Lessor, Pool 2 Lessor and Residual Lessor referred to herein jointly and severally, as “Lessor”); and RESIDENCE INN BY MARRIOTT, INC., a Delaware corporation with a mailing address at 10400 Fernwood, Bethesda, MD 20817 (“Manager”).

Apple Hospitality Two Inc – ASSIGNMENT OF CONTRACTS AND PERMITS (March 11th, 2005)

THIS ASSIGNMENT OF CONTRACTS AND PERMITS (this “Assignment”), is made as of November 10, 2004, from MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP, a Delaware limited partnership (“Assignor”), having an office at 814 E. Main Street, Richmond, Virginia 23219, to WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Assignee”), having an office at 301 South Tryon Street, PMB 35-123, Charlotte, North Carolina 28282.

Apple Hospitality Two Inc – WASHINGTON STATE COUNTY AUDITOR/RECORDER’S INDEXING FORM [ Omitted ] (February 3rd, 2003)
Apple Hospitality Two Inc – DEED OF TRUST NOTE (February 3rd, 2003)

FOR VALUE RECEIVED REDINN HOTEL, L.P., a Texas limited partnership, having an address at c/o Western International, One Spurling Plaza, Suite 114, 12850 Spurling Road, Dallas, Texas 75230-1258 (“Maker”), promises to pay to the order of GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation (“Payee”), at one of its principal places of business at 200 Witmer Road, P. O. Box 809, Horsham, Pennsylvania 19044, Attn: Servicing – Accounting Manager, or at such place as the holder hereof may from time to time designate in writing, the principal sum of Twenty Million Five Hundred Thousand and No/100 Dollars ($20,500,000.00) (the “Loan”), in lawful money of the United States of America, with interest thereof to be computed on the unpaid principal balance from time to time outstanding at the Applicable Interest Rate (as such term is defined in Section 1(a) hereof), and to be paid in installments on the first (1st) day of each calendar month as follows:

Apple Hospitality Two Inc – HOTEL LEASE AGREEMENT DATED JANUARY 17, 2003, EFFECTIVE AS OF JANUARY 3, 2003 BETWEEN AHT REDMOND, INC. A VIRGINIA CORPORATION AS LESSOR AND AHM-SPE I, INC. A VIRGINIA CORPORATION AS LESSEE (February 3rd, 2003)

THIS HOTEL LEASE AGREEMENT (hereinafter called “Lease”), dated January 17, 2003, effective as of the 3rd day of January, 2003, by and between AHT Redmond, Inc., a Virginia corporation (hereinafter called “Lessor”), and AHM-SPE I, Inc., a Virginia corporation (hereinafter called “Lessee”), provides as follows:

Apple Hospitality Two Inc – 1. Defined Terms 5 2. The Loan 12 3. Warranty of Title 12 4. Insurance 13 5. Payment of Taxes 19 6. Tax and Insurance Escrow Fund 19 7. Accounts 20 8. Condemnation 21 9. Leases and Profits 23 10. Representations Concerning Loan 25 11. Single Purpose Entity; Authorization 28 12. Maintenance of Property 30 13. Transfer or Encumbrance of the Property 31 14. Certificates: Affidavits 33 15. Changes in the Laws Regarding Taxation 33 16. No Credits on Account of the Debt 34 17. Documentary Stamps 34 18. Controlling Agreement 34 19. Books and Records 35 (February 3rd, 2003)

This DEED OF TRUST, ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is dated this 28th day of November, 2000 from REDINN HOTEL, L.P., a Texas limited partnership, having an address at c/o Western International, One Spurling Plaza, Suite 114, 12850 Spurling Road, Dallas, Texas 75230-1258 (“Grantor”) to TRANSNATION TITLE INSURANCE COMPANY, whose address is 14450 N.E. 29th Place, Bellevue, Washington 98007, as Trustee (“Trustee”), for the benefit of GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation with an address at 200 Witmer Road, Horsham, Pennsylvania 19044, Attention: Servicing—Executive Vice President (“Beneficiary”).

Apple Hospitality Two Inc – OWNER AGREEMENT (Redmond, Washington) (February 3rd, 2003)

THIS OWNER AGREEMENT (“Agreement”) dated as of January 17, 2003 and made effective as of the 3rd day of January, 2003 (the “Effective Date”), by and among AHT REDMOND, INC., a Virginia corporation, with a mailing address of 10 South Third Street, Richmond, Virginia 23219 (“Lessor”); AHM-SPE I, INC., a Virginia corporation, with a mailing address of 10 South Third Street, Richmond, Virginia 23219 (“Lessee”); and RESIDENCE INN BY MARRIOTT, INC., a Delaware corporation, with a mailing address of 10400 Fernwood Road, Bethesda, MD 20817 (“Manager”).

Apple Hospitality Two Inc – SEATTLE/REDMOND, WASHINGTON MANAGEMENT AGREEMENT by and between RESIDENCE INN BY MARRIOTT, INC. as “MANAGER” and REDINN HOTEL, L.P. as “OWNER” Dated as of January 28, 1998 (February 3rd, 2003)

This Management Agreement (“Agreement”) is executed as of the 28th day of January, 1998 (“Effective Date”), by REDINN HOTEL, L.P., a Texas limited partnership, with a mailing address at One Spurling Plaza, 12850 Spurling Rd., #114, Dallas, Texas 75230 (“Owner”) and RESIDENCE INN BY MARRIOTT, INC., a Delaware corporation, with a mailing address at c/o Marriott International, Inc., 10400 Fernwood Road, Bethesda, Maryland 20817 (“Manager”).

Apple Hospitality Two Inc – ASSIGNMENT, ASSUMPTION AND AMENDMENT OF MANAGEMENT AGREEMENT (Redmond, Washington) (February 3rd, 2003)

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT OF MANAGEMENT AGREEMENT (the “Agreement”) is dated as of January 17, 2003 and made effective as of the 3rd day of January, 2003 (the “Effective Date”), by and among REDINN HOTEL, L.P., a Texas limited partnership (“Assignor”), AHM-SPE I, INC., a Virginia corporation (“Assignee”), and RESIDENCE INN BY MARRIOTT, INC., a Delaware corporation (the “Manager”).

Apple Hospitality Two Inc – GUARANTY FOR VALUE RECEIVED, the undersigned (the "Guarantor") hereby guarantees the prompt payment of the entire indebtedness evidenced by that certain Promissory Note, dated February 28, 2001 from Apple Hospitality Two, Inc. (the "Maker") to Apple Suites, Inc. (the "Holder") in the principal amount of up to $300,000 (the "Note"). All references in this Guaranty to indebtedness under the Note shall be deemed to refer to all principal, interest, penalties, late fees, legal fees and costs and other amounts payable under the terms of the Note, without regard to whether the Maker or any successor (March 15th, 2001)
Apple Hospitality Two Inc – PROMISSORY NOTE $300,000.00 RICHMOND, VIRGINIA FEBRUARY 28, 2001 FOR VALUE RECEIVED, Apple Hospitality Two, Inc., a Virginia corporation (the "Maker"), hereby makes an UNCONDITIONAL PROMISE TO PAY TO THE ORDER OF APPLE SUITES, INC., a Virginia corporation (the "Holder"), in lawful money of the United States of America, the principal sum of Three Hundred Thousand and 00/100 Dollars ($300,000.00), or such amount thereof as has been advanced from time to time and not repaid, together with interest thereon, in accordance with the following terms: 1. INTEREST. Interest shall accrue on the unpaid pr (March 15th, 2001)