MARGIN LOAN AGREEMENT dated as of August 6, 2020 among SAR PUBLIC HOLDINGS, L.L.C., as Borrower, and THE LENDERS PARTY HERETO, and CITIBANK, N.A. as Administrative Agent and as Calculation AgentMargin Loan Agreement • August 10th, 2020 • Starwood Capital Group Global Ii, L.P. • Hotels & motels • New York
This MARGIN LOAN AGREEMENT dated as of August 6, 2020 (as it may be amended, restated, supplemented or modified from time to time, this “Agreement”), by and among SAR Public Holdings, L.L.C., a special purpose vehicle organized under the laws of Delaware, as Borrower (“Borrower”), each Lender as set forth in Schedule I and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Citibank, N.A., as Administrative Agent and Calculation Agent.
GUARANTYGuaranty • March 16th, 2021 • Starwood Capital Group Global Ii, L.P. • Hotels & motels • Delaware
This GUARANTY is dated as of March 14, 2021 (this “Guaranty”) and is given by Starwood Distressed Opportunity Fund XII Global, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Extended Stay America, Inc., a Delaware corporation and ESH Hospitality, Inc., a Delaware corporation (each, a “Guaranteed Party” and together, the “Guaranteed Parties”).
Interim Investors AGREEMENTInterim Investors Agreement • March 16th, 2021 • Starwood Capital Group Global Ii, L.P. • Hotels & motels • Delaware
Equity Commitment LetterStarwood Capital Group Global Ii, L.P. • March 16th, 2021 • Hotels & motels
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Agreement”) entered into concurrently herewith by and among Extended Stay America, Inc., a Delaware corporation (the “Company”), ESH Hospitality, Inc., a Delaware corporation (“Hospitality”), Eagle Parent Holdings L.P., a Delaware limited partnership (“Parent”), Eagle Merger Sub 1 Corporation, a Delaware corporation (“MergerCo 1”), and Eagle Merger Sub 2 Corporation, a Delaware corporation (“MergerCo 2”). Capitalized terms used and not otherwise defined herein and the terms “affiliate” and “person” have the meanings ascribed to them in the Agreement.
Equity Commitment LetterStarwood Capital Group Global Ii, L.P. • March 16th, 2021 • Hotels & motels
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Agreement”) entered into concurrently herewith by and among Extended Stay America, Inc., a Delaware corporation (the “Company”), ESH Hospitality, Inc., a Delaware corporation (“Hospitality”), Eagle Parent Holdings L.P., a Delaware limited partnership (“Parent”), Eagle Merger Sub 1 Corporation, a Delaware corporation (“MergerCo 1”), and Eagle Merger Sub 2 Corporation, a Delaware corporation (“MergerCo 2”). Capitalized terms used and not otherwise defined herein and the terms “affiliate” and “person” have the meanings ascribed to them in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • September 18th, 2020 • Starwood Capital Group Global Ii, L.P. • Real estate investment trusts
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
SUPPORT AGREEMENTSupport Agreement • March 16th, 2021 • Starwood Capital Group Global Ii, L.P. • Hotels & motels • Delaware
This Support Agreement (this “Agreement”), dated as of March 14, 2021, is entered into by and between Eagle Parent Holdings L.P., a Delaware limited partnership (“Parent”), and SAR Public Holdings, L.L.C., a Delaware limited liability company (the “Stockholder”).
