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]
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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
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EXHIBITS A-1 THROUGH A-7
[See attached copies.]
EXHIBIT B
SCHEDULE OF ALLOCABLE MINIMUM RENTS
Property Rent Per Accounting Period
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Louisville (Jefferstown), KY $ 41,497
Cincinnati (Blue Ash), OH $ 39,223
Phoenix, AZ $ 54,081
Wichita West, KS $ 43,645
Birmingham, AL $ 57,098
Salt Lake - Ft. Union, UT $ 58,606
Southfield, MI $ 75,253
Lake Forest (LA), CA $ 73,588
Philadelphia (Horsham), PA $ 60,820
Salt Lake - North Temple, UT $ 61,888
Denver (Englewood), CO $ 53,498
Wichita Northeast, KS $ 39,372
Omaha, NE $ 52,323
Houston (Town & Country), TX $ 66,769
Hampton, VA $ 55,673
Austin, TX $ 84,375
Baltimore, MD $ 89,063
Mt. Laurel, NJ $ 53,625
Las Vegas, NV $ 210,834
Huntsville, AL $ 58,333
Houston (Clear Lake), TX $ 59,167
Jacksonville, FL $ 60,833
Phoenix (Tempe), AZ $ 70,833
Detroit (Warren), MI $ 72,500
Pittsburgh, PA $ 69,167
Des Moines, IA $ 53,334
Austin (Stonelake), TX $ 79,167
Irving (Las Colinas), TX $ 75,833
Charlotte, NC $ 65,833
Nashville (Brentwood), TN $ 66,667
Houston (Westchase), TX $ 65,834
Albuquerque, NM $ 70,833
Somerset, NJ $ 70,000
Richfield, MN $ 86,875
Boston/Braintree, MA $ 95,000
Denver (Lakewood), CO $ 67,500
Anaheim (Garden Grove), CA $ 67,687
Irvine, CA $ 68,229
Clearwater (St. Petersburg), FL $ 44,554
Miami (Miami Airport), FL $ 74,866
Orlando (Altamonte Springs), FL $ 57,311
Atlanta (Duluth), GA $ 63,970
Chicago (Libertyville), IL $ 61,393
Chicago (O'Hare/Schiller Park), IL $ 125,833
Chicago (Schaumberg), IL $ 67,284
Chicago (Warrenville), IL $ 72,561
Property Rent Per Accounting Period
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Chicago (Waukegan), IL $ 60,678
Detroit (Ann Arbor), MI $ 58,262
St. Louis (Earth City), MO $ 54,900
Cleveland (North Olmstead), OH $ 66,598
Columbus Airport (Gahanna), OH $ 53,930
Oklahoma City, OK $ 56,441
Knoxville, TN $ 37,600
Dallas (Arlington), TX $ 56,512
Dallas (Galleria), TX $ 65,909
Dallas (North Richardson), TX $ 61,034
Houston, TX $ 57,782
Orange County (Santa Ana), CA $ 77,193
Santa Clara, CA $ 81,380
Hartford (Meriden), CT $ 59,948
Boston (Burlington), MA $ 100,617
Detroit (Farmington Hills). MI $ 70,249
Morris Plains, NJ $ 73,002
Clarkstown (Nanuet), NY $ 79,278