SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT
Exhibit 10.4.2
EXECUTION VERSION
SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT
THIS SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT (this Amendment), entered into and effective as of December 13, 2012 (the Amendment Effective Date), by and between ESH STRATEGIES BRANDING LLC, a Delaware limited liability company (Licensor), and ESA P PORTFOLIO OPERATING LESSEE INC., a Delaware corporation (Licensee).
W I T N E S S E T H:
WHEREAS Licensor and Licensee are parties to that certain Trademark License Agreement dated October 8, 2010, as amended by that certain First Amendment to Trademark License Agreement dated November 30, 2012 (the Original Trademark License Agreement); and
WHEREAS Licensor and Licensee each wish to further amend the Original Trademark License Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing recitals and the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. All capitalized terms used herein but not defined shall have the meanings ascribed to them in the Original Trademark License Agreement.
2. Schedule C of the Original Trademark License Agreement is hereby modified by deleting therefrom the following properties:
State | Site # | Address | ||||
1. | AK | N/A | 812 Barrow Street, Anchorage, AK | |||
46. | CA | 875 | 5355 Farwell Place, Fremont, CA | |||
334. | MN | 3527 | 4700 78th Street West [Vacant Land], Bloomington, MN |
3. Schedule C of the Original Trademark License Agreement is hereby further modified by adding to Schedule C each of the properties listed on Schedule I hereto.
4. Except as expressly set forth in this Amendment, the Original Trademark License Agreement continues and remains unmodified and in full force and effect, and the Original Trademark License Agreement as hereby amended is ratified and confirmed.
5. All references in the Original Trademark License Agreement to this Agreement shall hereafter be deemed to refer to the Original Trademark License Agreement as amended by this Amendment.
6. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Licensor and Licensee have caused this Amendment to be duly executed on their behalf in the manner legally binding upon them.
LICENSOR: | ||
ESH STRATEGIES BRANDING LLC, a Delaware limited liability company | ||
By: | /s/ Vivek Melwani | |
Name: Vivek Melwani | ||
Title: Authorized Signatory |
[Signatures continue on following page]
[Signature Page to Second Amendment to Trademark License Agreement]
LICENSEE: | ||
ESA P PORTFOLIO OPERATING LESSEE INC., a Delaware corporation | ||
By: | /s/ William Rahm | |
Name: William Rahm | ||
Title: Authorized Signatory |
[Signature Page to Second Amendment to Trademark License Agreement]
Schedule I
State | Site # | Address | ||||
664. | FL | 9638 | 3873 West Commercial Blvd., Tamarac, FL | |||
665. | FL | 9639 | 8720 NW 33rd St., Doral, FL | |||
666. | FL | 9642 | 7550 State Road 84, Davie, FL | |||
667. | FL | 9643 | 330 Grand Regency Blvd., Brandon, FL | |||
668. | FL | 9644 | 2311 Ulmerton Road, Clearwater, FL | |||
669. | FL | 9645 | 5401 Beaumont Center Blvd., East Tampa, FL | |||
670. | GA | 9648 | 7049 Jimmy Carter Blvd., Norcross, GA | |||
671. | MD | 9661 | 939 International Drive, Linthicum Heights, MD | |||
672. | MD | 9663 | 20141 Century Blvd., Germantown, MD | |||
673. | NC | 9684 | 4505 NC Highway 55, Durham, NC | |||
674. | NC | 9685 | 4810 Bluestone Dr., Raleigh, NC | |||
675. | VA | 9720 | 4504 Brookfield Corporate Dr., Chantilly, VA | |||
676. | VA | 9721 | 45350 Catalina Ct., Sterling, VA | |||
677. | VA | 9722 | 12104 Monument Dr., Fairfax, VA | |||
678. | VA | 9723 | 8281 Willow Oaks Corporate Dr., Fairfax, VA | |||
679. | VA | 9724 | 12190 Sunset Hills, Reston, VA | |||
680. | VA | 9726 | 10961 West Broad St., Glen Allen, VA |