Exhibit 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • April 30th, 2007 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Maryland
JOINT FILING AGREEMENTJoint Filing Agreement • January 26th, 2005 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts
Exhibit 10.1 THIS GUARANTY is made as of April 27, 2007 (this "Guaranty"), by Apollo Real Estate Investment Fund V, L.P. ("Guarantor") in favor of Eagle Hospitality Properties Trust, Inc., a Maryland corporation (the "Company"). Capitalized terms used...Guaranty • April 30th, 2007 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Maryland
THIS GUARANTY is made as of April 27, 2007 (this "Guaranty"), by Apollo Real Estate Investment Fund V, L.P. ("Guarantor") in favor of Eagle Hospitality Properties Trust, Inc., a Maryland corporation (the "Company"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
OMNIBUS OPTION AGREEMENT BY AND AMONG EHP OPERATING PARTNERSHIP, L.P. AND THE GRANTORS NAMED HEREIN May 4, 2004 IN MAKING AN INVESTMENT DECISION EACH OF THE GRANTORS MUST RELY ON ITS OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING,...Omnibus Option Agreement • June 21st, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Maryland
THIS OMNIBUS OPTION AGREEMENT (hereinafter referred to as this “Option Agreement”) is executed as of this 4th day of May, 2004 by EHP Operating Partnership, L.P, a Maryland limited partnership (“Optionee”), and the Grantors whose names are set forth in Exhibit A hereto (each, a “Grantor” and, collectively, the “Grantors”).
3,000,000 Shares % Series A Cumulative Redeemable Preferred Shares Liquidation Preference $25.00 per share, Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2005 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • New York
Eagle Hospitality Properties Trust, Inc., a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes (the “Company”), and EHP Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”) hereby address you as the representatives (the “Representatives”) of each of the persons, firms and corporations listed on Schedule I hereto (collectively, the “Underwriters”) and hereby confirm their agreement with the several Underwriters as follows:
EAGLE HOSPITALITY PROPERTIES TRUST, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2006 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Kentucky
THIS AGREEMENT is made effective as of the 22nd day of May, 2006, by and between EAGLE HOSPITALITY PROPERTIES TRUST, INC., a real estate investment trust formed under the laws of the state of Maryland (referred to hereinafter as the “REIT” or the “Company”), and Brian Guernier (“Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2007 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts
This Amendment to Employment Agreement (“Amendment”) is dated as of the 10th day of April, 2007 by and between EAGLE HOSPITALITY PROPERTIES TRUST, INC., a real estate investment trust formed under the laws of the state of Maryland (“REIT”), and RAYMOND MARTZ (“Employee”).
NON-COMPETITION AND RIGHT OF FIRST REFUSAL AGREEMENTNon-Competition and Right of First Refusal Agreement • July 27th, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Kentucky
THIS AGREEMENT (the “Agreement”) is entered as of the day of , 2004 by and among EHP Operating Partnership, L.P., a Maryland limited partnership (the “Partnership”), Eagle Hospitality Properties Trust, Inc., a Maryland corporation (the “Company” or the “REIT”), Commonwealth Hotels, Inc., a Kentucky corporation (“Commonwealth”), William P. Butler and Daniel T. Fay.
OMNIBUS OPTION AGREEMENT BY AND AMONG EAGLE HOSPITALITY PROPERTIES TRUST, INC., ROCHESTER DOWNTOWN HOTEL, INC., ROCHESTER HOTEL HOLDING CORPORATION AND KY FLORIDA HOTELS INVESTORS, INC. May 4, 2004 IN MAKING AN INVESTMENT DECISION, THE GRANTOR MUST...Omnibus Option Agreement • June 21st, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Maryland
THIS OMNIBUS OPTION AGREEMENT (hereinafter referred to as this “Option Agreement”) is executed as of this 4th day of May, 2004 by Eagle Hospitality Properties Trust, a Maryland corporation (“Optionee”), Rochester Downtown Hotel, Inc., (the “Property-Owning Entity”), Rochester Hotel Holding Corporation (the “Parent”) and KY Florida Hotel Investors, Inc. (“KY Florida” and , together with the Parent and the Property-Owning Entity,” the “Grantor”).
AGREEMENT OF LIMITED PARTNERSHIP OF EHP OPERATING PARTNERSHIP, L.P.Limited Partnership Agreement • July 27th, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT OF LIMITED PARTNERSHIP OF EHP OPERATING PARTNERSHIP, L.P., dated as of , 2004 (the “Agreement”), is entered into by and among Eagle Hospitality Properties Trust, Inc., a Maryland corporation, as the General Partner, and the Persons whose names are set forth on Exhibit A hereto, as the Limited Partners.
LOAN AGREEMENT Dated as of July 7, 2005 between EHP GLENDALE, LLC, a Delaware limited liability company doing business in California as EHP Glendale Hilton, LLC as Borrower and KEYBANK NATIONAL ASSOCIATION, a national banking association as LenderLoan Agreement • August 11th, 2005 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • California
THIS LOAN AGREEMENT, dated as of July 7, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 911 Main Street, Suite 1500, Kansas City, Missouri 64105, its successors and assigns (“Lender”) and EHP GLENDALE, LLC, a Delaware limited liability company, doing business in California as EHP Glendale Hilton, LLC, having its principal place of business at River Center II, 100 East RiverCenter Blvd., Suite 480, Covington, Kentucky 41011 (“Borrower”).
AMENDMENT TO AMENDED AND RESTATED SENIOR CREDIT AGREEMENTSenior Credit Agreement • July 21st, 2006 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts
EHP OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (“Borrower”), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, and the Banks listed on the signature pages hereto (which Banks including the Agent will be referred to individually as “Bank” and collectively as “Banks”) hereby agree as follows as of July 21, 2006 (the “Effective Date”):
OMNIBUS OPTION AGREEMENT BY AND AMONG EHP OPERATING PARTNERSHIP, L.P. AND THE GRANTORS NAMED HEREIN May 4, 2004 IN MAKING AN INVESTMENT DECISION EACH OF THE GRANTORS MUST RELY ON ITS OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING,...Omnibus Option Agreement • June 21st, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Maryland
THIS OMNIBUS OPTION AGREEMENT (hereinafter referred to as this “Option Agreement”) is executed as of this 4th day of May, 2004 by EHP Operating Partnership, L.P, a Maryland limited partnership (“Optionee”), and the Grantors whose names are set forth in Exhibit A hereto (each, a “Grantor” and, collectively, the “Grantors”).
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • July 27th, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Kentucky
THIS AGREEMENT (the “Agreement”) is entered as of the day of , 2004 by and among EHP Operating Partnership, L.P., a Maryland limited partnership (the “Partnership”), Eagle Hospitality Properties Trust, Inc., a Maryland corporation (the “REIT”), Corporex Companies, Inc., a Kentucky corporation (“Corporex”), and William P. Butler.
AGREEMENT OF PURCHASE AND SALE by and between HILTON GLENDALE, L.P., a California limited partnership “Seller” and EHP GLENDALE, LLC, a California limited liability company “Purchaser” for HILTON LOS ANGELES NORTH/GLENDALE & EXECUTIVE MEETING CENTER...Purchase and Sale Agreement • August 11th, 2005 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • California
FORM OF MANAGEMENT CONSULTING AND ADVISORY AGREEMENTManagement Consulting and Advisory Agreement • September 14th, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Kentucky
THIS AGREEMENT (the “Agreement”) is entered as of the day of , 2004 by and among Eagle Hospitality Properties Trust, Inc., a Maryland corporation (the “REIT”) and Corporex Companies LLC, a Kentucky limited liability company (“Corporex”).
SENIOR CREDIT AGREEMENT Dated as of December 21, 2005 Among EHP OPERATING PARTNERSHIP, L.P. as the Borrower, U.S. BANK NATIONAL ASSOCIATION as Administrative Agent, Lead Arranger and Sole Bookrunner, KEYBANK NATIONAL ASSOCIATION as Syndication Agent,...Senior Credit Agreement • March 7th, 2006 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts
This SENIOR CREDIT AGREEMENT, dated as of December 21, 2005, is among EHP OPERATING PARTNERSHIP, L.P., a Maryland limited partnership, as the Borrower, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, and the Banks.
MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)Mortgage and Security Agreement • March 28th, 2005 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts
THIS MORTGAGE AND SECURITY AGREEMENT (this “Instrument”) is made as of the 15th day of February, 2005, by RIVERCENTER LANDMARK TRS, Inc., a Maryland corporation, having its principal office and place of business at c/o Eagle Hospitality Properties Trust, Inc., 100 E. RiverCenter Boulevard, Suite 480, Covington, Kentucky 41011, as mortgagor (“Borrower”), to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation, having an office at c/o Prudential Asset Resources, 2200 Ross Avenue, Suite 4900-E, City of Dallas, County of Dallas, Texas 75201, as mortgagee (“Lender”).
Deed of Trust, Assignment and Security AgreementDeed of Trust, Assignment and Security Agreement • March 28th, 2005 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts
THIS DEED OF TRUST, ASSIGNMENT AND SECURITY AGREEMENT (this “Deed of Trust”) is made as of the 22nd day of February, 2005, by and between EHP PHOENIX SUITES, LLC (“EHP”), Delaware limited liability company, and PHOENIX SUITES TRS, INC. (“TRS”), a Maryland corporation (EHP and TRS are sometimes hereinafter individually and collectively referred to as the “Grantor”), each of whose address is 100 East RiverCenter Blvd. Suite 480, Covington, Kentucky 41001, and Stewart Title & Trust of Phoenix, Inc (the “Trustee”) with an address at 244 West Osborn Road, Phoenix Arizona 85013, for the benefit of U.S. BANK NATIONAL ASSOCIATION (the “Lender”), with an address at c/o Commercial Real Estate Department, 425 Walnut Street, 10th Floor, CN-OH-W10C, Cincinnati, Ohio 45202.
NOMINATION RIGHTS AGREEMENTNomination Rights Agreement • July 27th, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Kentucky
THIS AGREEMENT (the “Agreement”) is entered as of the day of , 2004 by and among Eagle Hospitality Properties Trust, Inc., a Maryland corporation (the “REIT”), and Corporex Companies, Inc., a Kentucky corporation (“Corporex”).
EAGLE HOSPITALITY PROPERTIES TRUST, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Kentucky
THIS AGREEMENT is made effective as of the day of , 2004 by and between EAGLE HOSPITALITY PROPERTIES TRUST, INC., a real estate investment trust formed under the laws of the state of Maryland (referred to hereinafter as the “REIT’), and J. William Blackham (“Employee”).
PURCHASE AND SALE AGREEMENT dated as of June 15, 2006 by and between BPG/CGV HOTEL PARTNERS IX LLC a Delaware limited liability company, as Seller, and EHP OPERATING PARTNERSHIP, L.P., a Maryland limited partnership, as PurchaserPurchase and Sale Agreement • November 2nd, 2006 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Massachusetts
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of June 15, 2006 (the “Effective Date”) by and between (i) BPG/CGV HOTEL PARTNERS IX LLC, a Delaware limited liability company (“Seller”), and (ii) EHP OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (“Purchaser”) (collectively, Seller and the Purchaser may be referred to as the “Parties” or individually as “Party”).
LEASE AGREEMENT DATED AS OFLease Agreement • July 27th, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts
THIS LEASE AGREEMENT (hereinafter called “Lease”), made as of the day of , 2004, by and between , a limited liability company (hereinafter called (“Lessor”), and , a Maryland corporation (hereinafter called “Lessee”), provides as follows.
FORM OF MANAGEMENT AGREEMENT HOTEL MANAGEMENT AGREEMENT BETWEEN a Maryland corporation (“Owner”) and COMMONWEALTH HOTELS, INC., a Kentucky corporation (“Management Company”) dated effectiveHotel Management Agreement • July 27th, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts
This Management Agreement (“Agreement”) is made effective as of the day of , 200 (“Effective Date”) by and between , a Maryland corporation, with its principal place of business at 100 East Rivercenter Boulevard, Suite 480, Covington, Kentucky 41011 (“Owner”) and COMMONWEALTH HOTELS, INC., a Kentucky corporation, with its principal place of business at 50 E. Rivercenter Blvd., Suite 600, Covington, Kentucky 41011 (“Management Company”).
OMNIBUS OPTION AGREEMENT BY AND AMONG EHP OPERATING PARTNERSHIP, L.P. AND THE GRANTORS NAMED HEREIN May 4, 2004 IN MAKING AN INVESTMENT DECISION EACH OF THE GRANTORS MUST RELY ON ITS OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING,...Omnibus Option Agreement • June 21st, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Maryland
THIS OMNIBUS OPTION AGREEMENT (hereinafter referred to as this “Option Agreement”) is executed as of this 4th day of May, 2004 by EHP Operating Partnership, L.P, a Maryland limited partnership (“Optionee”), and the Grantors whose names are set forth in Exhibit A hereto (each, a “Grantor” and, collectively, the “Grantors”).
SUBSCRIPTION AGREEMENT Dated May 5, 2004Subscription Agreement • July 27th, 2004 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts
As a material inducement to enter into and consummate the transactions described in a registration statement on Form S-11, to be filed with the Securities and Exchange Commission by Eagle Hospitality Properties Trust, Inc. (the “REIT”) on or after May 6, 2004 (a draft of which has been reviewed by the parties), the REIT hereby agrees to issue to Corporex Companies, Inc. (“Corporex”), and Corporex hereby agrees to subscribe for, 208,332 shares of the $0.01 par value Common Stock (the “Shares”) of the REIT, a corporation organized and existing under the laws of the State of Maryland. The issuance of such Shares shall occur on or about the date of the closing of the offering contemplated by the registration statement (the “Offering”), or on such other date as mutually agreed upon by the parties.
AGREEMENT OF SALE AND PURCHASE between UP STONECREEK, INC., an Arizona corporation, “Seller” and EHP OPERATING PARTNERSHIP, L.P., a Maryland limited partnership, “Buyer” with Escrow Instructions for STEWART TITLE GUARANTY COMPANY, as Escrow AgentAgreement of Sale and Purchase • March 28th, 2005 • Eagle Hospitality Properties Trust, Inc. • Real estate investment trusts • Arizona
THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”), dated as of December 29, 2004, is between UP STONECREEK, INC., an Arizona corporation (“Seller”), and EHP OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (“Buyer”).
