SEVENTH AMENDMENT TO LEASE AGREEMENT DATED AS OF DECEMBER 8, 2015 BY AND BETWEEN ESA P PORTFOLIO L.L.C., ESA P PORTFOLIO MD TRUST, AND ESH/TN PROPERTIES L.L.C. INDIVIDUALLY AND COLLECTIVELY AS LANDLORD AND ESA P PORTFOLIO OPERATING LESSEE LLC AS TENANT
Exhibit 10.20.7
SEVENTH AMENDMENT TO LEASE AGREEMENT
DATED AS OF DECEMBER 8, 2015
BY AND BETWEEN
ESA P PORTFOLIO L.L.C.,
ESA P PORTFOLIO MD TRUST, AND
ESH/TN PROPERTIES L.L.C.
INDIVIDUALLY AND COLLECTIVELY
AS LANDLORD
AND
ESA P PORTFOLIO OPERATING LESSEE LLC
AS TENANT
SEVENTH AMENDMENT TO LEASE AGREEMENT
THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (this “Agreement”) is entered into as of December 8, 2015, by and between ESA P PORTFOLIO L.L.C., a Delaware limited liability company, ESA P PORTFOLIO MD TRUST, a Delaware statutory trust, and ESH/TN PROPERTIES L.L.C., a Delaware limited liability company (individually and collectively, “Landlord”), and ESA P PORTFOLIO OPERATING LESSEE LLC (f/k/a ESA P Portfolio Operating Lessee Inc.), a Delaware limited liability company (“Tenant”).
WITNESSETH
WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated as of October 8, 2010 as amended by (a) that certain First Amendment to Lease Agreement dated as of Xxxxx 0, 0000, (x) that certain Second Amendment to Lease Agreement dated as of November 30, 2012, (c) that certain Third Amendment to Lease Agreement dated as of December 13, 2012, (d) that certain Fourth Amendment to Lease Agreement dated as of April 15, 2013, (e) that certain Fifth Amendment to Lease Agreement (the “Fifth Amendment”) dated as of November 11, 2013 and (f) that certain Sixth Amendment to Lease Agreement (“Sixth Amendment”) dated as of July 28, 2014 (collectively, as so amended, the “Original Lease Agreement”) pursuant to which Landlord has agreed to lease the Leased Property (as defined in the Original Lease Agreement) to Tenant and Tenant has agreed to lease the Leased Property from Landlord, all subject to and upon the terms and conditions set forth in the Original Lease Agreement;
WHEREAS, in connection with the sale of the properties listed on Schedule I attached hereto (collectively, the “Hotels”), Landlord and Tenant wish to remove the Hotels from the definitions of Land and Leased Property and to appropriately adjust the Rent to reflect such sale; and
WHEREAS, Landlord and Tenant wish to amend and modify the Original Lease Agreement as hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows.
1. Amendment. In connection with the sale of the Hotels,
(a) Article 2 of the Original Lease Agreement is hereby amended by adding Section 2.5, which shall provide as follows:
“This Agreement shall automatically terminate with respect to any of the Hotels upon the date that such Hotel(s) are sold, conveyed or otherwise transferred to another party, such that such Hotel(s) are no longer owned or leased, as applicable, by Tenant.”
(b) Pursuant to Section 1(a) above, it is hereby acknowledged and agreed that the Original Lease Agreement is automatically terminated with respect to the Hotels listed on Schedule I attached hereteo and such Hotels are automatically released and therefore deleted from Exhibit A of the Original Lease Agreement (as replaced in its entirety by Annex A to the Fifth Amendment, as amended by Section 1(a) of the Sixth Amendment).
(c) Exhibit A of the Original Lease Agreement (as replaced in its entirety by Annex A to the Fifth Amendment, as amended by Section 1(b) to the Sixth Amendment) is hereby amended by deleting the “Aggregate” row thereof and replacing the same with the following:
| Address |
Minimum Rent – Through 12/31/2015 |
Minimum Rent – 2016 |
Minimum Rent – 2017 |
Minimum Rent – 0000 |
||||||||||||
| Xxxxxxxxx | $ | 446,452,000.00 | $ | 459,848,000.00 | $ | 473,640,000.00 | $ | 487,851,000.00 | ||||||||
| Address |
Minimum Rent – 2019 |
Minimum Rent – 2020 |
Minimum Rent – 2021 |
Minimum Rent – 2022 |
Minimum Rent – 0000 |
|||||||||||||||
| Xxxxxxxxx | $ | 502,487,000.00 | $ | 517,560,000.00 | $ | 533,089,000.00 | $ | 549,078,000.00 | $ | 565,552,000.00 | ||||||||||
| Address |
Minimum Rent – 2024 |
Minimum Rent – 2025 |
Minimum Rent – 2026 |
Minimum Rent – 2027 |
Minimum Rent – 0000 |
|||||||||||||||
| Xxxxxxxxx | $ | 582,519,000.00 | $ | 599,996,000.00 | $ | 617,993,000.00 | $ | 636,532,000.00 | $ | 655,632,000.00 | ||||||||||
(d) Exhibit C of the Original Lease Agreement (as replaced in its entirety by Annex B to the Fifth Amendment, as amended by Section 1(c) to the Sixth Amendment) is hereby amended by deleting the definitions of “Tier 1 Threshold”, “Tier 2 Threshold” and “Tier 3 Threshold” therefrom and replacing them with the following:
(i) “‘Tier 1 Threshold’ means $869,000,000, increasing at a rate of three percent (3%) per annum compounded annually for each Fiscal Year.”
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(ii) “‘Tier 2 Threshold’ means $996,000,000, increasing at a rate of three percent (3%) per annum compounded annually for each Fiscal Year.”
(iii) “‘Tier 3 Threshold’ means $1,152,000,000, increasing at a rate of three percent (3%) per annum compounded annually for each Fiscal Year.”
2. Fiscal Year 2015 Percentage Rent. In calculating Percentage Rent for Fiscal Year 2015, the Thresholds shall be calculated using the weighted average of the Thresholds set forth in the Original Lease Agreement (weighted by the number of days elapsed in Fiscal Year 2015 prior to the date of this Amendment) and the Thresholds set forth on Exhibit C of the Original Lease Agreement (as replaced in its entirety by Annex B to the Fifth Amendment, as amended by Section 1(c) to the Sixth Amendment, as amended by Section 1(d) of this Seventh Amendment above) (weighted by the number of days in Fiscal Year 2015 from and after the date of this Amendment). From and after the date of this Amendment, each Progress Installment in Fiscal Year 2015 shall be calculated (utilizing the weighted average of the Thresholds described above) to reflect the number of months or partial months remaining in such Fiscal Year.
3. Ratification. All provisions of the Original Lease Agreement, as hereby amended, are hereby ratified and declared to be in full force and effect. All references in the Original Lease Agreement to the “Agreement”, “herein”, “hereunder” or terms of similar import shall be deemed to refer to the Original Lease Agreement, as amended by this Agreement.
4. Applicable Law. This Agreement shall be construed under, and governed in accordance with, the laws of the State of New York; provided, that the provisions for the enforcement of Landlord’s rights and remedies under the Original Lease Agreement, as modified by this Agreement, shall be governed by the laws of each of the respective states where the Leased Property is located to the extent necessary for the validity and enforcement thereof.
5. Successors Bound. This Agreement shall be binding upon and inure to the benefit of Lessee, its successors and assigns, and shall be binding and inure to the benefit of Manager and its permitted assigns.
6. Headings. Headings of sections are inserted only for convenience and are in no way to be construed as a limitation on the scope of the particular sections to which they refer.
7. Incorporation of Recitals. The recitals set forth in the preamble of this Agreement are hereby incorporated into this Agreement as if fully set forth herein.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written.
| LANDLORD | ||
| ESA P PORTFOLIO L.L.C. | ||
| By: | /s/ Xxxx X. Xxxx | |
| Name: | Xxxx X. Xxxx | |
| Title: | Vice President and Secretary | |
| ESA P PORTFOLIO MD TRUST | ||
| By: | /s/ Xxxx X. Xxxx | |
| Name: | Xxxx X. Xxxx | |
| Title: | Vice President and Secretary | |
| ESH/TN PROPERTIES L.L.C. | ||
| By: | /s/ Xxxx X. Xxxx | |
| Name: | Xxxx X. Xxxx | |
| Title: | Vice President and Secretary | |
| TENANT | ||
| ESA P PORTFOLIO OPERATING LESSEE LLC | ||
| By: | /s/ Xxxx X. Xxxx | |
| Name: | Xxxx X. Xxxx | |
| Title: | Vice President and Secretary | |
SEVENTH AMENDMENT TO OPERATING LEASE (P PORTFOLIO)
SCHEDULE I
Hotels
| Address |
Owner | |||
| 18 |
0000 X. XxXxxxxx Xx., Xxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 22 |
0000 X. Xxxxxxxxxxx Xx., Xxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 25 |
0000 Xxxx Xxxxxx Xxx, Xxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 30 |
00000 X. Xxxxx Xxxxxx Xxx, Xxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 40 |
00000 Xxxxx Xxxx Xx., Xxxxxx Xxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 58 |
0000 X. Xxxx Xxx., Xxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 120 |
0000 Xxxxxxxxx Xx., Xxxxxxxx, XX | XXX P Portfolio L.L.C. | ||
| 122 |
000 Xxxxxxx Xx., Xxxxxxxx, XX | XXX P Portfolio L.L.C. | ||
| 123 |
0000 Xxxxxxxxx Xx, Xxxxxxxx Xxxxxxx, XX | XXX P Portfolio L.L.C. | ||
| 124 |
0000 Xxxxx Xx, Xxxxxxxx, XX | XXX P Portfolio L.L.C. | ||
| 125 |
0000 X Xxxxxxxx Xx., Xxxxxx, XX | XXX P Portfolio L.L.C. | ||
| 150 |
0000 Xxxx Xxxxxxxxxx Xxxx., Xxxx Xxxxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 151 |
00000 X. Xxxxxxxx Xx., Xxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 199 |
0000 Xxxxx Xxxxxx Xxxx., Xxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 200 |
000 Xxxxxxxxxxxxx Xx., Xxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 202 |
000 X. Xxxx Xx., Xxxxxxxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 667 |
0000 Xxxxx Xxxxxx Xxxx., Xxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 232 |
0000 X Xxxxxxxxxx Xxxx., Xxxxxxxx, XX | ESA P Portfolio L.L.C. |
SCH: I-1
| 269 |
0000 Xxxxxx Xx, Xxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 275 |
0000 Xxxxxxx Xx., Xxxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 278 |
0000 Xxxxxx Xxxx, Xxxxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 285 |
0000 X. Xxxxx Xx., Xxxxxxx Xxxx, XX | XXX P Portfolio L.L.C. | ||
| 286 |
000 Xxxxxxx Xx., Xxxxxxx, XX | XXX P Portfolio L.L.C. | ||
| 288 |
00000 Xxxxxxxxx Xx., Xxxxx Xxxxx, XX | XXX P Portfolio L.L.C. | ||
| 324 |
00000 Xxxxxxxxxx Xx., Xxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 352 |
000 Xxxxxx Xxxxx Xx, Xxxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 358 |
00000 Xxxx 00xx Xx., Xxxxxxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 359 |
0000 X. Xxxxxxxxx Xxxx., Xxxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 362 |
0000 X. Xxxxxxxxxx Xxx, Xxxxxx Xxxx, XX | ESA P Portfolio L.L.C. | ||
| 392 |
5008 NC 55, Durham, NC | ESA P Portfolio L.L.C. | ||
| 391 |
0000 X. Xxxxx Xxxx., Xxxxxxx-Xxxxx, XX | ESA P Portfolio L.L.C. | ||
| 406 |
0000 Xxxxx 00 Xxxxx, Xxxxx Xxxxx, XX | XXX P Portfolio L.L.C. | ||
| 425 |
0000 Xxxxxxx XX, Xxxxxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 430 |
0000 Xxxxxxx Xxxxxxx, Xxx Xxxxx, XX | ESA P Portfolio L.L.C. | ||
| 445 |
00000 Xxxxxxxxxxx Xx., Xxxxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 458 |
00000 Xxxxxxx Xx., Xxxxxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 481 |
520 Xxxxxx Xx., Springfield, OR | ESA P Portfolio L.L.C. | ||
| 482 |
0000 Xxxxxx Xx XX, Xxxxx, XX | XXX P Portfolio L.L.C. | ||
| 508 |
000 Xxxxxx Xx., Xxxxxxxxxxx, XX | ESA P Portfolio L.L.C. |
SCH: I-2
| 523 |
0000 Xxxxxxxxxxxx Xx., Xxxxxxxxx, XX | ESH/TN Properties L.L.C. | ||
| 526 |
0000 Xxxxxx Xxxx Xx., Xxxxxxx, XX | ESH/TN Properties L.L.C. | ||
| 542 |
0000 Xxxx Xx, Xxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 544 |
0000 Xxx 0 Xxxxx, Xxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 546 |
0000 XX Xxx 00, Xxxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 549 |
00000 Xxxxxxxx Xx., Xxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 552 |
0000 X. Xxxxxx Xxxx Xx, Xxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 569 |
0000 Xxxxxxxxx Xx., Xxxx Xxxxx, XX | ESA P Portfolio L.L.C. | ||
| 583 |
00000 Xxxxxx Xxxx, Xxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 605 |
0000 Xxxxx Xxxxxxx Xx., Xxxx Xxxx Xxxx, XX | ESA P Portfolio L.L.C. | ||
| 639 |
00000 X. Xxxxxxx Xxx., Xxxxxxx, XX | ESA P Portfolio L.L.C. | ||
| 643 |
00000 Xxxxxxx Xxx Xxxxx, Xxxx, XX | ESA P Portfolio L.L.C. | ||
| 644 |
2101 N. Meridian, Puyallup, WA | ESA P Portfolio L.L.C. | ||
| 645 |
0000 Xxxxx Xxxxxx Xx., Xxxxxx, XX | ESA P Portfolio L.L.C. |
SCH: I-3
