RESTRICTED PAIRED SHARE AGREEMENTRestricted Paired Share Agreement • November 18th, 2013 • ESH Hospitality, Inc. • Hotels & motels • Delaware
THIS RESTRICTED PAIRED SHARE AGREEMENT (this “Agreement”) is entered into by and among ESH Hospitality Holdings, LLC, a Delaware limited liability company (“Holdings”), Extended Stay America, Inc., a Delaware corporation (the “Company”) and ESH Hospitality, Inc., a Delaware Corporation (“ESH REIT”) as of November 12, 2013.
MANAGEMENT AGREEMENT between ESA CANADA OPERATING LESSEE ULC (LESSEE) and ESA MANAGEMENT, LLC (MANAGER) and HVM CANADA HOTEL MANAGEMENT ULC (CANADA EMPLOYER) November 11, 2013Management Agreement • November 18th, 2013 • ESH Hospitality, Inc. • Hotels & motels • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of November 11, 2013 by and between ESA CANADA OPERATING LESSEE ULC (f/k/a ESA Canada Operating Lessee Inc. and BRE/ESA Canada Lessee Inc.), a British Columbia unlimited liability corporation (“Lessee”), ESA MANAGEMENT, LLC, a Delaware limited liability company (“Manager”), and HVM CANADA HOTEL MANAGEMENT ULC, an Alberta unlimited liability corporation (“Canada Employer”, and together with Manager, collectively, the “Management Parties”).
MANAGEMENT AGREEMENT between ESA 2007 OPERATING LESSEE LLC (LESSEE) and ESA MANAGEMENT, LLC (MANAGER) November 11, 2013Management Agreement • November 18th, 2013 • ESH Hospitality, Inc. • Hotels & motels • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of November 11, 2013 by and between ESA 2007 OPERATING LESSEE LLC (f/k/a ESA 2007 Operating Lessee Inc.), a Delaware limited liability company (“Lessee”), and ESA MANAGEMENT, LLC, a Delaware limited liability company (“Manager”).
MANAGEMENT AGREEMENT between ESA P PORTFOLIO OPERATING LESSEE LLC (LESSEE) and ESA MANAGEMENT, LLC (MANAGER) November 11, 2013Management Agreement • November 18th, 2013 • ESH Hospitality, Inc. • Hotels & motels • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of November 11, 2013 by and between ESA P PORTFOLIO OPERATING LESSEE LLC (f/k/a ESA P Portfolio Operating Lessee Inc. (f/ka BRE/ESA P Portfolio Operating Lessee Inc.)), a Delaware limited liability company (“Lessee”), and ESA MANAGEMENT, LLC, a Delaware limited liability company (“Manager”).
REGISTRATION RIGHTS AGREEMENT among EXTENDED STAY AMERICA, INC., ESH HOSPITALITY, INC., and THE OTHER PARTIES LISTED HEREIN Dated: November 18, 2013Registration Rights Agreement • November 18th, 2013 • ESH Hospitality, Inc. • Hotels & motels • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of November 18, 2013 (this “Agreement”), is entered into by and among Extended Stay America, Inc., a Delaware corporation (“Extended Stay”), ESH Hospitality, Inc., a Delaware corporation (“ESH REIT”), the Centerbridge Parties, the Paulson Parties, the Blackstone Parties (together with the Centerbridge Parties and the Paulson Parties, the “Investors”) and such other Persons as shall hereafter become parties hereto pursuant to this Agreement. All initially capitalized terms shall have the respective meanings ascribed to them in Section 1(a) below or elsewhere in this Agreement as specified in that Section.
PAIRING AGREEMENTPairing Agreement • November 18th, 2013 • ESH Hospitality, Inc. • Hotels & motels • Delaware
This agreement (the “Agreement”) is dated as of November 12, 2013, by and between Extended Stay America, Inc., a Delaware corporation (the “Company”), and ESH Hospitality, Inc., a Delaware corporation (“ESH REIT”).
CREDIT AGREEMENT among ESH HOSPITALITY, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, DEUTSCHE BANK AG NEW YORK BRANCH, GOLDMAN SACHS LENDING PARTNERS LLC, CITIBANK, N.A., BANK OF AMERICA, N.A., BARCLAYS BANK PLC, MORGAN...Credit Agreement • November 18th, 2013 • 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 BRANCH, 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.
CREDIT AGREEMENT among EXTENDED STAY AMERICA, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, DEUTSCHE BANK AG NEW YORK BRANCH, GOLDMAN SACHS LENDING PARTNERS LLC, CITIBANK, N.A., BANK OF AMERICA, N.A., BARCLAYS BANK PLC,...Credit Agreement • November 18th, 2013 • ESH Hospitality, Inc. • Hotels & motels • New York
AGREEMENT dated as of November 18, 2013, by and among Extended Stay America, Inc. (“Company”), JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement (as defined below) (“Agent”), and JPMorgan Chase Bank, N.A. (“Depositary”).
FIFTH AMENDMENT TO LEASE AGREEMENT DATED AS OF NOVEMBER 11, 2013 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 • November 18th, 2013 • ESH Hospitality, Inc. • Hotels & motels • New York
THIS FIFTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of November 11, 2013, 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”).
STOCKHOLDERS’ AGREEMENT by and among EXTENDED STAY AMERICA, INC., ESH HOSPITALITY, INC. and SUCH PERSONS LISTED FROM TIME TO TIME AS SIGNATORIES HERETO AS “SPONSOR SHAREHOLDERS” Dated as of November 18, 2013Stockholders’ Agreement • November 18th, 2013 • ESH Hospitality, Inc. • Hotels & motels • Delaware
This STOCKHOLDERS’ AGREEMENT, is entered into as of November 18, 2013, by and among Extended Stay America, Inc. (the “Company”), ESH Hospitality, Inc. (“ESH REIT”, and together with the Company, the “ESH Companies”), and each of the other parties identified on the signature pages hereto (all of such other parties, in their respective capacities as shareholders of the Company or ESH REIT at the time of determination, and their respective successors and permitted assigns, collectively, the “Sponsor Shareholders”, and the Sponsor Shareholders together with the ESH Companies, the “Parties”).
SECOND AMENDMENT TO LEASE AGREEMENT DATED AS OF NOVEMBER 11, 2013 BY AND BETWEEN ESA CANADA ADMINISTRATOR L.L.C. AS LANDLORD ESA CANADA PROPERTIES TRUST AS BENEFICIAL OWNER, AND ESA CANADA OPERATING LESSEE ULC AS TENANTLease Agreement • November 18th, 2013 • ESH Hospitality, Inc. • Hotels & motels • New York
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of November 11, 2013, by and between ESA CANADA ADMINISTRATOR L.L.C., a Delaware limited liability company (“Landlord”), in its capacity as registered owner of the Land and administrator of Beneficial Owner, ESA CANADA PROPERTIES TRUST, a Delaware statutory trust (“Beneficial Owner”) and ESA CANADA OPERATING LESSEE ULC (f/k/a ESA Canada Operating Lessee, Inc.), a British Columbia unlimited liability company (“Tenant”).
FIRST AMENDMENT TO LEASE AGREEMENT DATED AS OF NOVEMBER 11, 2013 BY AND BETWEEN ESA UD PROPERTIES L.L.C. AS LANDLORD AND ESA 2007 OPERATING LESSEE INC. AS TENANTLease Agreement • November 18th, 2013 • ESH Hospitality, Inc. • Hotels & motels • New York
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of November 11, 2013, by and between ESA UD PROPERTIES L.L.C., a Delaware limited liability company (“Landlord”), and ESA 2007 OPERATING LESSEE INC., a Delaware corporation (“Tenant”).
