FINANCIAL INFORMATION

EX-10.41 4 a92131exv10w41.txt EXHIBIT 10.41 EXHIBIT 10.41 FIFTH AMENDMENT TO AGREEMENT TO LEASE THIS FIFTH AMENDMENT TO AGREEMENT TO LEASE (this "Amendment") is made and entered into as of July 21, 2003 by and between HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust ("HPT"), and CANDLEWOOD HOTEL COMPANY, INC., a Delaware corporation, ("Candlewood"). W I T N E S S E T H: WHEREAS, pursuant to a Purchase and Sale Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "2003 Purchase Agreement"), by and among HPT and Candlewood and certain of its wholly owned subsidiaries, HPT (or its wholly-owned subsidiary) is planning to acquire certain properties, as more particularly described in the 2003 Purchase Agreement; and WHEREAS, pursuant to a certain Agreement to Lease, dated as of November 19, 1997 (as amended, the "Agreement to Lease"), HPT agreed to lease or cause its wholly-owned subsidiary to lease certain properties to Candlewood Leasing No. 1, Inc., all as more particularly described in and subject to and upon the terms and conditions set forth therein; and WHEREAS, the parties wish to amend certain terms and conditions of the Agreement to Lease, all as more particularly set forth herein; and WHEREAS, on the date hereof, a Closing (as defined in the 2003 Purchase Agreement) is occurring with respect to certain hotel properties, the legal descriptions of which are set forth in Exhibits A-1 through A-7 of this Amendment; and WHEREAS, the transactions contemplated by this Amendment are of direct substantial and material benefit to Candlewood; NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Exhibit C to the Agreement to Lease is hereby deleted and Exhibit B to this Amendment is hereby inserted in its place. 2. As amended hereby, the Agreement to Lease shall remain in full force and effect in accordance with its respective terms and provisions. 3. 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. [SIGNATURES ON FOLLOWING PAGE] - 2 - IN WITNESS WHEREOF, the parties hereto have executed this Amendment under seal as of the date above first written. HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust By: /s/ John G. Murray ------------------------------------ John G. Murray President CANDLEWOOD HOTEL COMPANY, INC., a Delaware corporation By: /s/ Tim Johnson ------------------------------------- Tim Johnson Vice President Treasurer - 3 - EXHIBITS A-1 THROUGH A-7 [See attached copies.] EXHIBIT B SCHEDULE OF ALLOCABLE MINIMUM RENTS