0001193125-04-111109 Sample Contracts

MANAGEMENT AGREEMENT BETWEEN SIX CONTINENTS RESOURCES, INC. AND HOTEL VENTURE LIMITED PARTNERSHIP
Management Agreement • June 29th, 2004 • Capital Lodging • Real estate investment trusts

THIS MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of the 31st day of May, 2002, by and between HOTEL VENTURE LIMITED PARTNERSHIP, a Delaware limited partnership, with offices at 3100 McKinnon, Suite 1080, Dallas, Texas 75201 (hereinafter referred to as “Owner”), and SIX CONTINENTS RESOURCES, INC., a Delaware corporation, with offices at Three Ravinia Drive, Suite 2900, Atlanta, Georgia 30346 (hereinafter referred to as “Manager”);

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MANAGEMENT AGREEMENT BETWEEN RADISSON HOTEL CORPORATION and AP/APH DALLAS, L.P. FOR THE RADISSON HOTEL CENTRAL DALLAS
Management Agreement • June 29th, 2004 • Capital Lodging • Real estate investment trusts

This Management Agreement (this “Agreement”) is dated and effective September 1, 2001 and is by and between AP/APH Dallas, L.P., a Delaware limited partnership (“Owner”), and Radisson Hotel Corporation (“Manager”), a New Jersey corporation. Owner and Manager agree as follows:

WYNDHAM PALM SPRINGS MANAGEMENT AGREEMENT
Management Agreement • June 29th, 2004 • Capital Lodging • Real estate investment trusts • Texas

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT OF MANAGEMENT AGREEMENT (this “Assignment and Amendment”) is made and entered into as of , 2004 by and among AP/APH PALM SPRINGS, L.P., a Delaware limited partnership, whose address is c/o Apollo Real Estate Advisors III, L.P., 1301 Avenue of the Americas, 38th Floor, New York, New York 10019 (the “Assignor”), CAPITAL LODGING TRS OPERATIONS II, INC., a Delaware corporation, whose address is 2527 Maple Avenue, Suite 503, Dallas, Texas 75201 (the “Assignee”), and WYNDHAM MANAGEMENT CORPORATION, a Delaware corporation, whose address is 1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207 (the “Manager”).

LEASE AGREEMENT DATED AS OF , 2004 BETWEEN [OWNER LLC] AS LESSOR AND [CAPITAL LODGING TRS OPERATIONS I, INC.] AS LESSEE
Lease Agreement • June 29th, 2004 • Capital Lodging • Real estate investment trusts • Texas

THIS LEASE AGREEMENT (hereinafter called “LEASE”), is made as of the day of , 2004, by and between [OWNER LLC], a Delaware limited liability company (hereinafter called “LESSOR”), and [CAPITAL LODGING TRS OPERATIONS I, INC.], a Delaware corporation (hereinafter called “LESSEE”), and provides as follows:

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