SIXTH AMENDMENT TO LEASE AGREEMENT DATED AS OF JULY 28, 2014 BY ANDBETWEEN ESA P PORTFOLIO L.L.C., ESA P PORTFOLIO MD TRUST, AND ESH/TN PROPERTIES L.L.C. INDIVIDUALLY AND COLLECTIVELY ASLANDLORD AND ESA PPORTFOLIO OPERATING LESSEE LLC AS TENANT SIXTH AMENDMENT TO LEASE AGREEMENT
Exhibit 10.21.6
SIXTH AMENDMENT TO LEASE AGREEMENT
DATED AS OF JULY 28, 2014
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 TENANT
SIXTH AMENDMENT TO LEASE AGREEMENT
THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this Agreement) is entered into as of July 28, 2014, 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).
WITNESSETH
WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated as of October 8, 2010 as amended by (a) that certain First Amendment to Lease Agreement dated as of April 9, 2012, (b) that certain Second Amendment to Lease Agreement dated as of November 30, 2012, (c) that certain Third Amendment to Lease Agreement dated as of December 13, 2012, (d) that certain Fourth Amendment to Lease Agreement dated as of April 15, 2013 and (e) that certain Fifth Amendment to Lease Agreement (the Fifth Amendment) dated as of November 11, 2013 (collectively, as so amended, the Original Lease Agreement) pursuant to which Landlord has agreed to lease the Leased Property (as defined in the Original Lease Agreement) to Tenant and Tenant has agreed to lease the Leased Property from Landlord, all subject to and upon the terms and conditions set forth in the Original Lease Agreement;
WHEREAS, in connection with the sale of Hotel #198 and Hotel #201 (collectively, the Marietta and Riverdale Hotels), Landlord and Tenant wish to remove the Marietta and Riverdale Hotels from the definitions of Land and Leased Property and to appropriately adjust the Rent tor reflect such sale; and
WHEREAS, Landlord and Tenant wish to amend and modify the Original Lease Agreement as hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows.
1. Amendment. In connection with the sale of the Marietta and Riverdale Hotels,
(a) Exhibit A of the Original Lease Agreement (as replaced in its entirety by Annex A to the Fifth Amendment) is hereby amended by deleting the following Hotels therefrom:
Address | Minimum Rent Through 12/31/2014 | Minimum Rent 2015 | Minimum Rent 2016 | Minimum Rent 2017 | Minimum Rent 2018 | |||||||||||||||||
198 | 1051 Canton Rd, Marietta, GA | $ | 394,000.00 | $ | 406,000.00 | $ | 418,000.00 | $ | 431,000.00 | $ | 444,000.00 | |||||||||||
201 | 6231 Hwy 85, Riverdale, GA | $ | 476,000.00 | $ | 490,000.00 | $ | 505,000.00 | $ | 520,000.00 | $ | 536,000.00 |
Address | Minimum Rent 2019 | Minimum Rent 2020 | Minimum Rent 2021 | Minimum Rent 2022 | Minimum Rent 2023 | |||||||||||||||||
198 | 1051 Canton Rd, Marietta, GA | $ | 457,000.00 | $ | 471,000.00 | $ | 485,000.00 | $ | 500,000.00 | $ | 515,000.00 | |||||||||||
201 | 6231 Hwy 85, Riverdale, GA | $ | 552,000.00 | $ | 569,000.00 | $ | 586,000.00 | $ | 604,000.00 | $ | 622,000.00 |
Address | Minimum Rent 2024 | Minimum Rent 2025 | Minimum Rent 2026 | Minimum Rent 2027 | Minimum Rent 2028 | |||||||||||||||||
198 | 1051 Canton Rd, Marietta, GA | $ | 530,000.00 | $ | 546,000.00 | $ | 562,000.00 | $ | 579,000.00 | $ | 596,000.00 | |||||||||||
201 | 6231 Hwy 85, Riverdale, GA | $ | 641,000.00 | $ | 660,000.00 | $ | 680,000.00 | $ | 700,000.00 | $ | 721,000.00 |
(b) Exhibit A of the Original Lease Agreement (as replaced in its entirety by Annex A to the Fifth Amendment) is hereby amended by deleting the Aggregate row thereof and replacing the same with the following:
Address | Minimum Rent Through 12/31/2014 | Minimum Rent 2015 | Minimum Rent 2016 | Minimum Rent 2017 | Minimum Rent 2018 | |||||||||||||||
Aggregate | $ | 459,130,000.00 | $ | 472,904,000.00 | $ | 487,091,000.00 | $ | 501,703,000.00 | $ | 516,754,000.00 |
Address | Minimum Rent 2019 | Minimum Rent 2020 | Minimum Rent 2021 | Minimum Rent 2022 | Minimum Rent 2023 | |||||||||||||||
Aggregate | $ | 532,257,000.00 | $ | 548,224,000.00 | $ | 564,671,000.00 | $ | 581,610,000.00 | $ | 599,058,000.00 |
Address | Minimum Rent 2024 | Minimum Rent 2025 | Minimum Rent 2026 | Minimum Rent 2027 | Minimum Rent 2028 | |||||||||||||||
Aggregate | $ | 617,030,000.00 | $ | 635,541,000.00 | $ | 654,607,000.00 | $ | 674,245,000.00 | $ | 694,473,000.00 |
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(c) Exhibit C of the Original Lease Agreement (as replaced in its entirety by Annex B to the Fifth Amendment) is hereby amended by deleting the definitions of Tier 1 Threshold, Tier 2 Threshold and Tier 3 Threshold therefrom and replacing them with the following:
(i) Tier 1 Threshold means $887,400,000.00, increasing at a rate of three percent (3%) per annum compounded annually for each Fiscal Year.
(ii) Tier 1 Threshold means $1,017,400,000.00, increasing at a rate of three percent (3%) per annum compounded annually for each Fiscal Year.
(iii) Tier 1 Threshold means $1,177,400,000.00, increasing at a rate of three percent (3%) per annum compounded annually for each Fiscal Year.
2. Ratification. All provisions of the Original Lease Agreement, as hereby amended, are hereby ratified and declared to be in full force and effect. All references in the Original Lease Agreement to the Agreement, herein, hereunder or terms of similar import shall be deemed to refer to the Original Lease Agreement, as amended by this Agreement.
3. Applicable Law. This Agreement shall be construed under, and governed in accordance with, the laws of the State of New York; provided, that the provisions for the enforcement of Landlords rights and remedies under the Original Lease Agreement, as modified by this Agreement, shall be governed by the laws of each of the respective states where the Leased Property is located to the extent necessary for the validity and enforcement thereof.
4. Successors Bound. This Agreement shall be binding upon and inure to the benefit of Lessee, its successors and assigns, and shall be binding and inure to the benefit of Manager and its permitted assigns.
5. Headings. Headings of sections are inserted only for convenience and are in no way to be construed as a limitation on the scope of the particular sections to which they refer.
6. Incorporation of Recitals. The recitals set forth in the preamble of this Agreement are hereby incorporated into this Agreement as if fully set forth herein.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written.
LANDLORD | ||
ESA P PORTFOLIO L.L.C. | ||
By: | /s/ Ross W. McCanless | |
Name: | Ross W. McCanless | |
Title: | Vice President & Secretary | |
ESA P PORTFOLIO MD TRUST | ||
By: | /s/ Ross W. McCanless | |
Name: | Ross W. McCanless | |
Title: | Vice President & Secretary | |
ESH/TN PROPERTIES L.L.C. | ||
By: | /s/ Ross W. McCanless | |
Name: | Ross W. McCanless | |
Title: | Vice President & Secretary | |
TENANT | ||
ESA P PORTFOLIO OPERATING LESSEE LLC | ||
By: | /s/ Ross W. McCanless | |
Name: | Ross W. McCanless | |
Title: | Vice President & Secretary |
SIXTH AMENDMENT TO OPERATING LEASE (P PORTFOLIO)