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.
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”).
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).
