FORAgreement for Purchase and Sale • June 1st, 2004 • Capital Lodging • Real estate investment trusts • New York
EXHIBIT 10.1 AGREEMENT FOR PURCHASE AND SALEDomain Name Assignment Agreement • June 1st, 2004 • Capital Lodging • Real estate investment trusts • New York
MANAGEMENT AGREEMENT BETWEEN SIX CONTINENTS RESOURCES, INC. AND HOTEL VENTURE LIMITED PARTNERSHIPManagement 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”);
AGREEMENT OF LIMITED PARTNERSHIP OF CAPITAL LODGING OPERATING PARTNERSHIP, L.P. Dated: As of July , 2004Capital Lodging • July 13th, 2004 • 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 April 27, 2004. This Agreement of Limited Partnership is entered into this day of July, 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.
WYNDHAM PALM SPRINGS MANAGEMENT AGREEMENTManagement 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”).
LOAN AGREEMENT Dated as of , 2004 Between CAPITAL LODGING PROPERTIES I, L.P., as Maker, CAPITAL LODGING TRS OPERATIONS I, INC., as Maker, CAPITAL LODGING MARYLAND PROPERTIES, LLC, as Maker and CAPITAL LODGING MARYLAND PROPERTY HOLDINGS, LLC, as...Loan Agreement • August 4th, 2004 • Capital Lodging • Real estate investment trusts
THIS LOAN AGREEMENT, dated as of , 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”), CAPITAL LODGING PROPERTIES I, L.P., a Delaware limited partnership (“Capital Lodging LP”), CAPITAL LODGING TRS OPERATIONS I, INC., a Delaware corporation (“Operating Lessee”), CAPITAL LODGING MARYLAND PROPERTIES, LLC, a Delaware limited liability company (“Maryland Maker”), each having an address at 2927 Maple Avenue, Suite 503, Dallas, Texas 75201 (Capital Lodging LP, Operating Lessee and Maryland Maker individually and collectively, as the context may require, referred to herein as the “Maker”), and CAPITAL LODGING MARYLAND PROPERTY HOLDINGS, LLC, a Delaware limited liability company, having an address at 2927 Map
MANAGEMENT AGREEMENT BETWEEN RADISSON HOTEL CORPORATION and AP/APH DALLAS, L.P. FOR THE RADISSON HOTEL CENTRAL DALLASManagement 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:
Underwriting Agreement July [ ], 2004Underwriting Agreement • July 22nd, 2004 • Capital Lodging • Real estate investment trusts • New York
This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned.
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2004 • Capital Lodging • Real estate investment trusts • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of , 2004, by and between Capital Lodging Operating Partnership, L.P. (the “Company”) and Ricardo Koenigsberger (“Executive”).
LEASE AGREEMENT DATED AS OF , 2004 BETWEEN [OWNER LLC] AS LESSOR AND [CAPITAL LODGING TRS OPERATIONS I, INC.] AS LESSEELease 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:
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”).
MEZZANINE LOAN AGREEMENT Dated as of , 2004 Between CAPITAL LODGING PROPERTIES I LIMITED PARTNER, L.P., as Maker, and CAPITAL LODGING TRS I, CORP., as Mezzanine Pledgor collectively, as Borrower and BANK OF AMERICA, N.A., as LenderMezzanine Loan Agreement • August 4th, 2004 • Capital Lodging • Real estate investment trusts
THIS MEZZANINE LOAN AGREEMENT, dated as of , 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”), CAPITAL LODGING PROPERTIES I LIMITED PARTNER, L.P., a Delaware limited partnership, having an address at 2927 Maple Avenue, Suite 503, Dallas, Texas 75201 (“Maker”) and CAPITAL LODGING TRS I, CORP., a Delaware corporation, having an address at 2927 Maple Avenue, Suite 503, Dallas, Texas 75201 (“Mezzanine Pledgor”) (the Maker and the Mezzanine Pledgor shall individually and collectively, as the context may require, together with its successors and/or assigns, be referred to as “Borrower”).
AMENDED AND RESTATED AGREEMENT FOR PURCHASE AND SALE FOR HOTEL VENTURE PORTFOLIO AND JOINT ESCROW INSTRUCTIONSAgreement for Purchase and Sale • August 4th, 2004 • Capital Lodging • Real estate investment trusts
THIS AMENDED AND RESTATED AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made as of June 30, 2004 by and among Hotel Venture East, LP, a Texas limited partnership (“HVE”), Circa GP East, Inc., a Texas corporation (“GP East”), Hotel Venture West, LP, a Texas limited partnership (“HVW”), and Circa GP West, Inc., a Texas corporation (“GP West,” and, together with HVE, GP East and HVW, the “Sellers”),
CREDIT AGREEMENT Dated as of August , 2004 among CAPITAL LODGING OPERATING PARTNERSHIP, L.P., as Borrower, CAPITAL LODGING, as Parent, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and WACHOVIA BANK, N.A., as Syndication Agent The...Assignment and Assumption • August 4th, 2004 • Capital Lodging • Real estate investment trusts • Texas
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented, or otherwise modified in accordance with the provisions thereof, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 13th, 2004 • Capital Lodging • Real estate investment trusts • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made as of , 2004, by and between AP/APMC PARTNERS, LLC, a Delaware limited liability company (“Assignor”), and CAPITAL LODGING OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Assignee”).
AMENDMENT NO. 1 TO AGREEMENT FOR PURCHASE AND SALE FOR THE HOTEL VENTURE PORTFOLIO AND JOINT ESCROW INSTRUCTIONSAgreement for Purchase and Sale • July 13th, 2004 • Capital Lodging • Real estate investment trusts
This Amendment No. 1 to Agreement for Purchase and Sale for the Hotel Venture Portfolio and Joint Escrow Instructions is dated as of July 9, 2004 (the “Amendment”) by and among Hotel Venture East, LP, a Texas limited partnership (“HVE”), Circa GP East, Inc., a Texas corporation (“GP East”), Hotel Venture West, LP, a Texas limited partnership (“HVW”), and Circa GP West, Inc., a Texas corporation (“GP West,” and, together with HVE, GP East and HVW, the “Sellers”), and AP/APMC Partners, LLC, a Delaware limited liability company (“Buyer”). All capitalized terms used herein and not otherwise defined shall have the respective meaning assigned thereto in the Purchase Agreement (as defined below).
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”).
AMENDMENT NO. 1 TO AGREEMENT FOR PURCHASE AND SALE FOR THE CROWN AMERICAN HOTEL PORTFOLIO AND JOINT ESCROW INSTRUCTIONSAgreement for Purchase and Sale • August 4th, 2004 • Capital Lodging • Real estate investment trusts
This Amendment No. 1 to Agreement for Purchase and Sale for the Crown American Hotel Portfolio and Joint Escrow Instructions is dated as of July 29, 2004 (the “Amendment”) by and among Crown Hotel Holding Company, a Delaware corporation (“Holdings”), Crown Hotel Partners, a Pennsylvania limited partnership (“CHP”), Crown American Associates, a Pennsylvania business trust (“CAA”), Maryland Motel Management, Inc., a Maryland corporation (“MMM”), Crown Hotel Investments, L.P., a Delaware limited partnership (“CHI”, and, together with Holdings, CHP, CAA and MMM, the “Sellers”), and AP/APMC Partners, LLC, a Delaware limited liability company (“Buyer”). All capitalized terms used herein and not otherwise defined shall have the respective meaning assigned thereto in the Purchase Agreement (as defined below).
