EXHIBIT 10.1 MASTER LEASE AGREEMENT DATED AS OF _______________, 2001Lease Agreement • January 16th, 2001 • RFS Hotel Investors Inc • Real estate investment trusts
HOTELManagement Agreement • January 16th, 2001 • RFS Hotel Investors Inc • Real estate investment trusts • Tennessee
BANK OF AMERICA, N.A. as LenderLoan Agreement • March 15th, 2001 • RFS Hotel Investors Inc • Real estate investment trusts • North Carolina
RECITALS:Revolving Credit Agreement • March 15th, 2001 • RFS Hotel Investors Inc • Real estate investment trusts • Tennessee
COMMON STOCKUnderwriting Agreement • February 19th, 2002 • RFS Hotel Investors Inc • Real estate investment trusts • New York
RECITALSMaster Agreement • March 31st, 1997 • RFS Hotel Investors Inc • Real estate investment trusts
EXHIBIT 10.4 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT effective November 20, 1997, by and between RFS Managers, Inc., a Tennessee corporation (the "Company"), and Robert M. Solmson (the "Executive"). W I T N E S S E T H: WHEREAS, the...Employment Agreement • March 25th, 1998 • RFS Hotel Investors Inc • Real estate investment trusts • Tennessee
RECITALSTermination Agreement • September 14th, 1998 • RFS Hotel Investors Inc • Real estate investment trusts
FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTAssignment Agreement • March 28th, 2000 • RFS Hotel Investors Inc • Real estate investment trusts • Tennessee
COMMON STOCKUnderwriting Agreement • May 30th, 2002 • RFS Hotel Investors Inc • Real estate investment trusts • Tennessee
EXHIBIT 10.11 Prepared by, recording RECORDER'S STAMP requested by, and when recorded return to: Hunton & Williams One NationsBank Plaza, Suite 2650 101 South Tryon Street Charlotte, North Carolina 28280 Attention: Michael Nedzbala, Esq. DEED OF...RFS Hotel Investors Inc • March 31st, 1997 • Real estate investment trusts • New York
OFRFS Hotel Investors Inc • March 31st, 1997 • Real estate investment trusts • Tennessee
BANK OF AMERICA, N.A. as Lender LOAN AGREEMENT dated as of August 9, 2000 RFS SPE2 2000 LLC, as BorrowerLoan Agreement • March 15th, 2001 • RFS Hotel Investors Inc • Real estate investment trusts • North Carolina
1 EXHIBIT 3.3 FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPRFS Hotel Investors Inc • March 15th, 2001 • Real estate investment trusts • Tennessee
COMMON STOCKRFS Hotel Investors Inc • March 27th, 1998 • Real estate investment trusts • Tennessee
1 EXHIBIT 10.4(b) EMPLOYMENT AGREEMENT AGREEMENT effective July 1, 2000, by and between RFS Managers, Inc., a Tennessee corporation (the "Company"), and Kevin M. Luebbers (the "Executive"). W I T N E S S E T H: WHEREAS, the Company provides management...Employment Agreement • March 15th, 2001 • RFS Hotel Investors Inc • Real estate investment trusts • Tennessee
BY AND AMONGCredit and Term Loan Agreement • March 31st, 1997 • RFS Hotel Investors Inc • Real estate investment trusts • Tennessee
1 Exhibit 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT effective January 1, 1997, by and between RFS Managers, Inc., a Tennessee corporation (the "Company"), and Minor W. Perkins (the "Executive"). W I T N E S S E T H: WHEREAS, the Company...Employment Agreement • March 31st, 1997 • RFS Hotel Investors Inc • Real estate investment trusts • Tennessee
1 EXHIBIT 10.4(a) EMPLOYMENT AGREEMENT AGREEMENT effective September 27, 1999, by and between RFS Managers, Inc., a Tennessee corporation (the "Company"), and Randall L. Churchey (the "Executive"). W I T N E S S E T H: WHEREAS, the Company provides...Employment Agreement • March 15th, 2001 • RFS Hotel Investors Inc • Real estate investment trusts • Tennessee
RECITALSAnd Term Loan Agreement • March 31st, 1997 • RFS Hotel Investors Inc • Real estate investment trusts
NOTERFS Hotel Investors Inc • January 16th, 2003 • Real estate investment trusts
This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Sixth Amended and Restated Revolving Credit Agreement among the Borrower, Bank of America, N.A., individually as a Lender and as Agent, Banc of America Securities LLC, and the other Lenders named therein, dated as of the date hereof (the "Agreement"), to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.
RFS PARTNERSHIP, L.P. RFS 2002 FINANCING, INC. (as Issuers) RFS HOTEL INVESTORS, INC. RFS LEASING VII, INC. (each a Guarantor) 9.75% Senior Notes due 2012RFS Hotel Investors Inc • March 18th, 2002 • Real estate investment trusts • New York
INDENTURE, dated as of February 26, 2002, among RFS Partnership, L.P., a Tennessee limited partnership (the "Company") and RFS 2002 Financing, Inc., a Tennessee corporation ("Finance" and together with the Company, the "Issuers"), the Guarantors (as defined), and U.S. Bank National Association, as trustee (the "Trustee").
NOTERFS Hotel Investors Inc • January 16th, 2003 • Real estate investment trusts
This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Sixth Amended and Restated Revolving Credit Agreement among the Borrower, Bank of America, N.A., individually as a Lender and as Agent, Banc of America Securities LLC, and the other Lenders named therein, dated as of the date hereof (the "Agreement"), to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.
1 Exhibit 10.2(a) RFS HOTEL INVESTORS, INC. TERMS OF PERCENTAGE LEASES FOR THE YEAR ENDED DECEMBER 31, 1996RFS Hotel Investors Inc • March 31st, 1997 • Real estate investment trusts
125,000,000 RFS PARTNERSHIP, L.P. RFS 2002 FINANCING, INC. 9.75% Senior Notes due 2012 REGISTRATION RIGHTS AGREEMENTRFS Hotel Investors Inc • March 18th, 2002 • Real estate investment trusts • New York
Credit Suisse First Boston Corporation Banc of America Securities LLC c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629
EXHIBIT 10.1 GUS ENTERPRISES - VIII (SUNNYVALE) HOTEL PURCHASE AGREEMENTHotel Purchase Agreement • January 17th, 1997 • RFS Hotel Investors Inc • Real estate investment trusts • California
NOTERFS Hotel Investors Inc • January 16th, 2003 • Real estate investment trusts
This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Sixth Amended and Restated Revolving Credit Agreement among the Borrower, Bank of America, N.A., individually as a Lender and as Agent, Banc of America Securities LLC, and the other Lenders named therein, dated as of October 31, 2002 (the "Agreement"), to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.
AGREEMENT BY AND AMONG CNL HOSPITALITY PROPERTIES, INC. CNL ROSE ACQUISITION CORP. RFS HOTEL INVESTORS, INC. CNL ROSE ACQUISITION OP, LP AND RFS PARTNERSHIP, L.P. DATED MAY 8, 2003Agreement • May 9th, 2003 • RFS Hotel Investors Inc • Real estate investment trusts • Delaware
AGREEMENT (this "Agreement") made and entered into on this 8th day of May 2003, by and among CNL HOSPITALITY PROPERTIES, INC., a Maryland corporation ("Parent"), CNL ROSE ACQUISITION CORP., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("REIT Merger Sub"), RFS HOTEL INVESTORS, INC., a Tennessee corporation (the "Company"), CNL ROSE ACQUISITION OP, LP, a Tennessee limited partnership and an indirect wholly-owned subsidiary of Parent ("Acquiror OP") and RFS PARTNERSHIP, L.P., a Tennessee limited partnership ("Target OP").
SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF OCTOBER 31, 2002 AMONG RFS PARTNERSHIP, L.P., AS BORROWER, RFS HOTEL INVESTORS, INC., AS GUARANTOR, RFS LEASING VII, INC., AS GUARANTOR, BANC OF AMERICA SECURITIES LLC, AS SOLE LEAD...Revolving Credit Agreement • January 16th, 2003 • RFS Hotel Investors Inc • Real estate investment trusts • Tennessee
This SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of October 31, 2002, is among RFS PARTNERSHIP, L.P., a Tennessee limited partnership (the "Borrower"), RFS HOTEL INVESTORS, INC., a Tennessee corporation ("RFS Investors"), RFS LEASING VII, INC., a Tennessee corporation ("RFS Leasing"), the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the "Lenders"), and BANK OF AMERICA, N.A., a national banking association, (the "Agent").
October 31, 2002RFS Hotel Investors Inc • January 16th, 2003 • Real estate investment trusts
We have acted as counsel to RFS Partnership, L.P., a Tennessee limited partnership (the "Borrower"), RFS Hotel Investors, Inc., its general partner and a Tennessee corporation ("RFS") and RFS Leasing VII, Inc. ("Leasing") (RFS and Leasing are collectively referred to as "Guarantors"), in connection with their execution and delivery of that certain Sixth Amended and Restated Revolving Credit Agreement among Borrower, Guarantors, and Bank of America, N.A., as well as various principal lenders made party from time to time thereto ("Lenders"), providing for Advances in an aggregate principal amount not exceeding $140,000,000. We are providing this opinion (the "Opinion") to Bank of America, N.A. ("Recipient") for itself and as Agent for the various Lenders from time to time party to the Sixth Restatement thereto, providing for Advances at the request of the Borrower and the Guarantors. Capitalized terms used in the Opinion shall have the meanings as set forth for them in the Sixth Restatem
