FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 4th, 2014 • ESH Hospitality, Inc. • Hotels & motels • New York
CREDIT AGREEMENT (this “Agreement”), dated as of November 18, 2013, among EXTENDED STAY AMERICA, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCHSECURITIES INC., GOLDMAN SACHS LENDING PARTNERS LLC, CITIBANK, N.A., BANK OF AMERICA, N.A., BARCLAYS BANK PLC, MORGAN STANLEY SENIOR FUNDING, INC. AND MACQUARIE CAPITAL (USA) INC. as syndication agents (in such capacities, the “Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 4th, 2014 • ESH Hospitality, Inc. • Hotels & motels • New York
CREDIT AGREEMENT (this “Agreement”), dated as of November 18, 2013, among ESH HOSPITALITY, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCHSECURITIES INC., GOLDMAN SACHS LENDING PARTNERS LLC, CITIBANK, N.A., BANK OF AMERICA, N.A., BARCLAYS BANK PLC, MORGAN STANLEY SENIOR FUNDING, INC. AND MACQUARIE CAPITAL (USA) INC. as syndication agents (in such capacities, the “Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
Extended Stay America, Inc. ESH Hospitality, Inc. 21,000,000 Shares Underwriting AgreementESH Hospitality, Inc. • August 4th, 2014 • Hotels & motels • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Extended Stay America, Inc., a Delaware corporation (the “Corporation”) and EHS Hospitality, Inc., a Delaware corporation (“ESH REIT”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), (i) an aggregate of 21,000,000 shares of common stock, par value $0.01 per share (“Corporation Stock”), of the Corporation (the “Corporation Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,150,000 shares of Corporation Stock solely to cover over-allotments (the “Corporation Option Shares”), and (ii) an aggregate of 21,000,000 shares of Class B common stock, par value $0.01 per share (“ESH REIT Stock”), of ESH REIT (the “ESH REIT Underwritten Shares,” and, once paired with the Corporation Underwritten Shares, the “Underwritten Shares”) and, at the option of the Underwriters, up to
FIRST AMENDMENT TO MANAGEMENT AGREEMENT between ESA P PORTFOLIO OPERATING LESSEE LLC (LESSEE) and ESA MANAGEMENT, LLC (MANAGER) July 28, 2014Management Agreement • August 4th, 2014 • ESH Hospitality, Inc. • Hotels & motels • New York
THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made as of July 28, 2014 by and between ESA P PORTFOLIO OPERATING LESSEE LLC (f/k/a ESA P Portfolio Operating Lessee Inc. (f/k/a BRE/ESA P Portfolio Operating Lessee Inc.)), a Delaware limited liability company (“Lessee”), and ESA MANAGEMENT, LLC, a Delaware limited liability company (“Manager”).
THIRD AMENDMENT TO TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 4th, 2014 • ESH Hospitality, Inc. • Hotels & motels
THIS THIRD AMENDMENT TO TRADEMARK LICENSE AGREEMENT (this “Amendment”), entered into and effective as of July 28, 2014 (the “Amendment Effective Date”), by and between ESH STRATEGIES BRANDING LLC, a Delaware limited liability company (“Licensor”), and ESA P PORTFOLIO OPERATING LESSEE LLC, a Delaware limited liability company (“Licensee”).
SIXTH AMENDMENT TO LEASE AGREEMENT DATED AS OF JULY 28, 2014 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 TENANTLease Agreement • August 4th, 2014 • ESH Hospitality, Inc. • Hotels & motels • New York
THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this “Agreement”) is entered into as of July 28, 2014, 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”).
