FORPurchase and Sale Agreement • June 1st, 2004 • Capital Lodging • Real estate investment trusts • New York
AGREEMENT OF LIMITED PARTNERSHIP OF CAPITAL LODGING OPERATING PARTNERSHIP, L.P. Dated: As of , 2004Limited Partnership Agreement • June 1st, 2004 • Capital Lodging • Real estate investment trusts • Delaware
CAPITAL LODGING OPERATING PARTNERSHIP, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on , 2004. This Agreement of Limited Partnership is entered into this day of , 2004 among Capital Lodging General Partner, LLC, a Delaware limited liability company, as the General Partner (the “General Partner”), and the limited partners set forth on Exhibit A hereto (the “Limited Partners” and, collectively with the General Partner, the “Partners”). The names and addresses of the Partners and number of Partnership Units issued to each Partner are set forth on Exhibit A.
THE ST. ANTHONY A WYNDHAM HISTORIC HOTEL MANAGEMENT AGREEMENTManagement Agreement • June 1st, 2004 • Capital Lodging • Real estate investment trusts • Texas
= GROSS OPERATING PROFIT (Total Department Profit less Total Overhead Expenses) (Also called Income Before Fixed Charges)
MANAGEMENT AGREEMENT BETWEEN CAPITAL LODGING TRS OPERATIONS, INC. AND PRISM HOSPITALITY, L.P. A TEXAS LIMITED PARTNERSHIPManagement Agreement • June 1st, 2004 • Capital Lodging • Real estate investment trusts • Texas
THIS AGREEMENT (“Agreement”) is effective as of , 2004 (the “Execution Date”), by and between Prism Hospitality, L.P., a Texas limited partnership or any affiliate thereof (as applicable, “Manager”) and Capital Lodging TRS Operations, Inc., a Delaware corporation (“Lessee”). Any Exhibit or other attachment hereto is hereby incorporated by reference into this Agreement unless otherwise stated herein.
ASSET MANAGEMENT AGREEMENTAsset Management Agreement • June 1st, 2004 • Capital Lodging • Real estate investment trusts • New York
THIS AGREEMENT FOR ASSET MANAGEMENT SERVICES (this “Agreement”) between Capital Lodging Operating Partnership, L.P., a Delaware limited partnership (“Manager”) and AP/APH Ventures, LLC, a Delaware limited liability company (“Company”) is entered into this day of , 2004, to be effective as of the closing date of the initial public offering (the “IPO”) of the common shares of Capital Lodging, a Maryland real estate investment trust (“Capital Lodging”) and an affiliate of the Manager (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2004 • Capital Lodging • Real estate investment trusts • Maryland
THIS REGISTRATION RIGHTS AGREEMENT, dated as of , 2004 (this “Agreement”), is entered into by and between Capital Lodging, a Maryland real estate investment trust (the “Company”), and holders of restricted shares of the Company’s common stock whose names are set forth on the signature pages hereto (each a “Restricted Stock Holder” and collectively, the “Restricted Stock Holders”).
