EXHIBIT 10.5
June 30, 2000
Apple Suites, Inc.
306 East Main Street
Richmond, Virginia 23219
Apple Suites Management, Inc.
306 East Main Street
Richmond, Virginia 23219
Attention: Mr. Glade M. Knight
Re: Closing of Buyer's Purchase of Boulder, CO Homewood
Suites Hotel (the "Property") pursuant to Agreement
of Sale dated as of November 22, 1999, as amended, by
and between Promus Hotels, Inc., Hampton Inns, Inc.,
successor by merger to Homewood Suites Equity Corp.,
and Promus Hotels Florida, Inc. and Apple Suites,
Inc. (the "Purchase Agreement"; capitalized terms not
otherwise defined herein shall have the meanings
ascribed to such terms in the Purchase
Agreement)
Gentlemen:
The undersigned and you hereby agree that the Management Agreement of
even date herewith between Promus and Lessee shall not be interpreted to require
any proceeds of financing or refinancing of the Property to be included in the
"Gross Revenues" of the Property for purposes of deposits into the Reserve Fund,
or amounts that may be spent by Manager for capital expenditures in the event of
disputes regarding Capital Budgets, pursuant to such Management Agreement. All
capitalized terms used in the foregoing sentence and not otherwise defined
herein are used therein as defined in the Management Agreement.
<PAGE>
The undersigned and you hereby further agree and confirm that the
letter agreements dated May 8, 2000 remain unmodified and in full force and
effect.
This letter agreement may be executed in one or more counterparts, each
of which shall be deemed an original. Said counterparts shall constitute but one
and the same instrument and shall be binding upon each of the undersigned
individually as fully and completely as if all had signed but one instrument and
shall be unaffected by the failure of any of the undersigned to execute any or
all of said counterparts.
<PAGE>
Please indicate your agreement to the foregoing by signing in the space
provided below.
Very truly yours,
PROMUS HOTELS, INC.
By /s/ Mariel C. Albrecht
---------------------------------------
Name: Mariel C. Albrecht
Title: Senior Vice President
HAMPTON INNS, INC., successor-by-merger to
Homewood Suites Equity Corp.
By /s/ Mariel C. Albrecht
---------------------------------------
Name: Mariel C. Albrecht
Title: Vice President
PROMUS HOTELS FLORIDA, INC.
By /s/ Mariel C. Albrecht
---------------------------------------
Name: Mariel C. Albrecht
Title: Senior Vice President
Accepted and agreed to this 30th
day of June, 2000.
APPLE SUITES, INC.
By /s/ Glade M. Knight
--------------------------------
Name: Glade M. Knight
Title: President and Chairman
APPLE SUITES MANAGEMENT, INC.
By /s/ Glade M. Knight
--------------------------------
Name: Glade M. Knight
Title: President, CEO and Chairman
