Exhibit 4.4
DEED TO SECURE DEBT MODIFICATION AGREEMENT
DEED TO SECURE DEBT MODIFICATION AGREEMENT (this "Agreement") made this
22nd day of December, 1999, among PROMUS HOTELS, INC., a Delaware corporation,
having an office at 000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx 00000-0000
("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 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000.
Preliminary Statement
Mortgagee is the lawful owner and holder of the obligations secured by
the Fee and Leasehold Deed To Secure Debt dated November 29, 1999, from
Mortgagor to Mortgagee, recorded in the Records of Xxxx County, Georgia in Deed
Book ______, Page ______ (the "Deed To Secure Debt"). The Deed To Secure Debt
secures a $30,210,000 note (the "Original Note") of Fee Owner dated November 29,
1999, which evidences a purchase money loan (the "Loan") in that amount 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 $4,384,500 from Mortgagee and has
executed and delivered to Mortgagee its note, dated the date hereof, obligating
it to pay the sum of $4,384,500 (the "New Note"), with interest thereon as
therein provided and with final payment being due on January 1, 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 Note and the New Note, as the same may
hereafter be amended, modified, extended, severed, assigned, renewed or
restated, from time to time, such that the Deed To Secure Debt shall be in the
amount of $34,594,500.
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
/s/ Xxxxxx Xxxx By /s/ Xxxxxx X. Pidkowciz [SEAL]
-------------------------- ------------------------------
Name: Xxxxxx Xxxx Xxxxxx X. Xxxxxxxxx
Vice President
Signed, sealed and delivered this
16th day of December,
1999 in the presence of:
/s/ [Illegible]
--------------------------
Unofficial Witness
/s/ Xxxxx X. Xxxx
--------------------------
Notary Public
[Notarial Seal]
[Notarial Stamp]
APPLE SUITES, INC.,
Attest: a Virginia corporation
/s/ Xxxxxxxx Xxxxxx By /s/ Xxxxx X. Xxxxxx [SEAL]
-------------------------- ---------------------------
Name: Name:
Title:
Signed, sealed and delivered this
20th day of December,
1999 in the presence of:
/s/ [Illegible]
--------------------------
Unofficial Witness
/s/ Xxxxxx Xxxx
--------------------------
Notary Public
[Notarial Seal]
[Notarial Stamp]
APPLE SUITES MANAGEMENT, INC.,
Attest: a Virginia corporation
/s/ Xxxxxxxx Xxxxxx By /s/ Xxxxx X. Xxxxxx [SEAL]
-------------------------- --------------------------------
Name: Name:
Title:
Signed, sealed and delivered this
20th day of December,
1999 in the presence of:
/s/ [Illegible]
--------------------------
Unofficial Witness
/s/ Xxxxxx Xxxx
--------------------------
Notary Public
[Notarial Seal]
[Notarial Stamp]
