CHESAPEAKE LODGING TRUST 4,000,000 COMMON SHARES OF BENEFICIAL INTEREST UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2015 • Chesapeake Lodging Trust • Real estate investment trusts • New York
Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Company”), proposes to issue and sell to J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. (the “Underwriters”) an aggregate of 4,000,000 common shares of beneficial interest, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 600,000 common shares of beneficial interest of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of beneficial interest of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
LOAN AGREEMENT Dated as of October 31, 2006 Between NJA HOTEL LLC, as Borrower and MORGAN STANLEY MORTGAGE CAPITAL INC., as LenderLoan Agreement • August 11th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of October 31, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, having an address at 1221 Avenue of the Americas, New York, New York 10020 (together with its successors and assigns, “Lender”) and NJA HOTEL LLC, a Delaware limited liability company, having an address at c/o Valhal Corp., 434 Broadway, 8th Floor, New York, New York 10013 (“Borrower”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 7th, 2009 • Chesapeake Lodging Trust • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of , 2009, by and among Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • July 27th, 2018 • Chesapeake Lodging Trust • Real estate investment trusts • New York
Chesapeake Lodging, L.P., a Delaware limited partnership (the “Borrower”), expects to execute and deliver on or about April [__], 2017 (the “Proposed Closing Date”) a Term Loan Agreement by and among the Borrower, the financial institutions party thereto and their assignees under Section 13.6 thereof (the “Lenders”), Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”). Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the April [__], 2017 draft of the Term Loan Agreement (document ID number: ACTIVE 220504170v.[__]) (the “Draft Agreement”).
TERM LOAN AGREEMENTTerm Loan Agreement • August 2nd, 2017 • Chesapeake Lodging Trust • Real estate investment trusts • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2010 • Chesapeake Lodging Trust • Real estate investment trusts • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 16th day of February, 2010, by Chesapeake Lodging, L.P., a Delaware limited partnership (the “Company”), and Chesapeake Lodging Trust, a Maryland real estate investment trust (the “REIT”), each with its principal place of business at 710 Route 46 East, Suite 206, Fairfield, NJ 07004, and Graham J. Wootten, residing at the address on file with the REIT (the “Executive”).
AGREEMENT OF LIMITED PARTNERSHIP OF CHESAPEAKE LODGING, L.P.Limited Partnership Agreement • October 5th, 2010 • Chesapeake Lodging Trust • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of December 3, 2009, is entered into by and among Chesapeake Lodging Trust, a Maryland real estate investment trust, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in Chesapeake Lodging, L.P. (the “Partnership”) as provided herein.
GOLDMAN SACHS MORTGAGE COMPANY, as LenderLoan Agreement • November 6th, 2013 • Chesapeake Lodging Trust • Real estate investment trusts • New York
This Loan Agreement (this “Agreement”) is dated July 11, 2013 and is between GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, as lender (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), and CHSP CHICAGO LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, “Borrower”).
FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 27th, 2018 • Chesapeake Lodging Trust • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2010 • Chesapeake Lodging Trust • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT is entered into as of this 27th day of January, 2010 by and among Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Trust”) and Hyatt Corporation, a Delaware corporation (“Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2015 • Chesapeake Lodging Trust • Real estate investment trusts • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 27th day of January, 2015, by Chesapeake Lodging, L.P., a Delaware limited partnership (the “Partnership”), and Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Trust”), each with its principal place of business at 1997 Annapolis Exchange Parkway, Suite 410, Annapolis, Maryland 21401, and Douglas W. Vicari, residing at the address on file with the Trust (the “Executive”).
GOLDMAN SACHS MORTGAGE COMPANY, as LenderLoan Agreement • November 3rd, 2014 • Chesapeake Lodging Trust • Real estate investment trusts • New York
This Loan Agreement (this “Agreement”) is dated July 3, 2014 and is between GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, as lender (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), and each of CHSP 31st Street LLC, a Delaware limited liability company and CHSP 36th Street LLC, collectively, as borrower (individually or collectively, as the context may require, jointly and severally, together with their respective permitted successors and assigns, “Borrower”).
AGREEMENT AND PLAN OF MERGER Dated as of May 5, 2019 among PARK HOTELS & RESORTS INC. PK DOMESTIC PROPERTY LLC, PK DOMESTIC SUB LLC, and CHESAPEAKE LODGING TRUSTMerger Agreement • May 6th, 2019 • Chesapeake Lodging Trust • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 5, 2019, is made by and among Park Hotels & Resorts Inc., a Delaware corporation (“Park”), PK Domestic Property LLC, a Delaware limited liability company and an indirect Subsidiary of Park (“Parent”), PK Domestic Sub LLC, a Delaware limited liability company and a direct Subsidiary of Parent (“Merger Sub” and, together with Park and Parent, the “Park Parties”), and Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Company”). Park, Parent, Merger Sub, and the Company are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS between MANTRA, LLC as Seller and CHESAPEAKE LODGING, L.P. as Purchaser Anaheim Courtyard by MarriottPurchase and Sale Agreement • August 13th, 2010 • Chesapeake Lodging Trust • Real estate investment trusts • California
PURCHASE AND SALE AGREEMENT BY AND BETWEEN STARWOOD CHICAGO CITY CENTER REALTY LLC, a Delaware limited liability company AS SELLER AND CHSP CHICAGO LLC, a Delaware limited liability company AS PURCHASER DATED AS OF MAY 4, 2011 FOR THE W CHICAGO CITY...Purchase and Sale Agreement • August 11th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 4th day of May, 2011 (the “Effective Date”), by and between STARWOOD CHICAGO CITY CENTER REALTY LLC, a Delaware limited liability company (“Seller”), and CHSP CHICAGO LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
CREDIT AGREEMENT Dated as of July 30, 2010 by and among CHESAPEAKE LODGING, L.P., as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.6., as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • August 3rd, 2010 • Chesapeake Lodging Trust • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of July 30, 2010 by and among CHESAPEAKE LODGING, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”) and joined in by CHESAPEAKE LODGING TRUST, a Maryland real estate investment trust, for the purposes set forth in Section 13.21.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2010 • Chesapeake Lodging Trust • Real estate investment trusts • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of January 27, 2010, by and between Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Trust”), and BAMCO, Inc., on behalf of its investment advisory clients, the Baron Small Cap Fund and the Baron Real Estate Fund (each, a “Holder” and collectively, the “Holders”).
CHESAPEAKE LODGING TRUST SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 24th, 2009 • Chesapeake Lodging Trust • Real estate investment trusts • New York
SHARE PURCHASE AGREEMENT (this “Agreement”) made as of this 28th day of September, 2009, by and among Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Trust”), and Hyatt Corporation, a Delaware corporation (“Purchaser”).
AMENDED AND RESTATED LOAN AGREEMENT by and among CHSP SAN FRANCISCO LLC, and CHSP CHICAGO LLC, collectively, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.12, as Lenders, and WELLS FARGO BANK, NATIONAL...Loan Agreement • November 10th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts • California
THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is entered into as of July 8, 2011, by and among CHSP SAN FRANCISCO LLC, a Delaware limited liability company (“SF Borrower”), and CHSP CHICAGO LLC, a Delaware limited liability company (“CHI Borrower”; together with SF Borrower, jointly and severally, collectively, “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.12. (“Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for itself and Lenders (“Administrative Agent”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 8th, 2012 • Chesapeake Lodging Trust • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 5th day of August, 2012 (the “Effective Date”), by and between STARWOOD CHICAGO LAKESHORE REALTY LLC, a Delaware limited liability company (“Seller”), and CHSP LAKESHORE LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
This instrument prepared by and when recorded, return to: Sutherland Asbill & Brennan LLPAssumption and Release Agreement • August 11th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 14, 2011 by and among CHESAPEAKE LODGING, L.P., as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.6., as Lenders, and WELLS FARGO BANK, NATIONAL...Credit Agreement • November 10th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 14, 2011 by and among CHESAPEAKE LODGING, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”) and joined in by CHESAPEAKE LODGING TRUST, a Maryland real estate investment trust, for the purposes set forth in Section 13.21.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 30th, 2015 • Chesapeake Lodging Trust • Real estate investment trusts • New York
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 4, 2015 by and among CHESAPEAKE LODGING, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6 (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”) and joined in by CHESAPEAKE LODGING TRUST, a Maryland real estate investment trust, for the purposes set forth in Section 13.21.
SALE AND PURCHASE AGREEMENT FOR SALE AND PURCHASE OF DENVER MARRIOTT HOTELSale and Purchase Agreement • November 10th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts • Illinois
This SALE AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 18th day of August, 2011 (the “Effective Date”), by and between WTCC City Center Investors V, L.L.C., a Delaware limited liability company (“Seller”), and CHSP Denver LLC, a Delaware limited liability company (“Buyer”).
PURCHASE AND SALE AGREEMENT for Hotel Adagio, San Francisco, California by and between SC HOTEL PARTNERS, LLC, a Delaware limited liability company (“Seller”) and CHSP UNION SQUARE LLC, a Delaware limited liability company (“Buyer”) Dated as of June...Purchase and Sale Agreement • August 11th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts • California
This PURCHASE AND SALE AGREEMENT (this “Agreement”), is made and entered into as of June 15, 2011 (the “Effective Date”), by and between SC HOTEL PARTNERS, LLC a Delaware limited liability company (“Seller”) and CHSP UNION SQUARE LLC, a Delaware limited liability company (“Buyer”).
May 24, 2011 Chesapeake Lodging Trust Chesapeake Lodging, L.P.Employment Agreement • August 11th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts
Board of Trustees Chesapeake Lodging TrustEmployment Agreement • January 28th, 2010 • Chesapeake Lodging Trust • Real estate investment trusts
May 24, 2011 Chesapeake Lodging Trust Chesapeake Lodging, L.P.Employment Agreement • August 11th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts
AMENDMENT NUMBER ONE TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (2045 South Harbor Blvd., Anaheim, CA)Purchase and Sale Agreement • August 13th, 2010 • Chesapeake Lodging Trust • Real estate investment trusts
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (2045 South Harbor Blvd., Anaheim, California)Purchase and Sale Agreement • August 13th, 2010 • Chesapeake Lodging Trust • Real estate investment trusts
LOAN AGREEMENT Dated as of December 15, 2010 by and among CHSP SAN FRANCISCO LLC, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.6, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentLoan Agreement • February 16th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts • California
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2010, by and among CHSP SAN FRANCISCO LLC, a Delaware limited liability company (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for itself and the Lenders (the “Administrative Agent”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 7th, 2009 • Chesapeake Lodging Trust • Real estate investment trusts
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered as of the 4th day of December, 2009, by and among Chesapeake Lodging Trust, a Maryland real estate investment trust (the “REIT”), James L. Francis (“Francis”), Douglas W. Vicari (“Vicari”), Thomas A. Natelli (“Natelli”), Natelli Capital, LLC (“Natelli Capital”), TN Investments, LLC (“TN”) and Natelli Communities LP (“Communities” and together with Francis, Vicari, Natelli, Natelli Capital and TN, the “Investors”).
HOTEL PURCHASE AND SALE AGREEMENT by and between IND EAST VILLAGE SD HOLDINGS, LLC, a Delaware limited liability company as Seller, and CHSP SAN DIEGO LLC a Delaware limited liability company as Buyer Contract Date: June 15, 2011Hotel Purchase and Sale Agreement • August 11th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts • Georgia
THIS HOTEL PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of June 15, 2011 (the “Effective Date”), by and between IND EAST VILLAGE SD HOLDINGS, LLC, a Delaware limited liability company (“Seller”), and CHSP SAN DIEGO LLC, a Delaware limited liability company (“Buyer”).
May 24, 2011 Chesapeake Lodging Trust Chesapeake Lodging, L.P.Employment Agreement • August 11th, 2011 • Chesapeake Lodging Trust • Real estate investment trusts
HYATT HOTEL FRANCHISE AGREEMENT between and HYATT FRANCHISING, L.L.C.Franchise Agreement • November 24th, 2009 • Chesapeake Lodging Trust • Real estate investment trusts
THIS FRANCHISE AGREEMENT is made and entered into as of , 200 (this “Agreement”) by and between , a (“Franchisee”) and HYATT FRANCHISING, L.L.C., a Delaware limited liability company (“Hyatt”).
