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OMNIBUS LEASE AMENDMENT AGREEMENT
THIS AGREEMENT is made as of June 30, 1998 among FelCor Lodging Trust
Incorporated, a Maryland corporation formerly known as FelCor Suite Hotels,
Inc., FelCor Lodging Limited Partnership, a Delaware limited partnership
formerly known as FelCor Suites Limited Partnership, and each other "Lessor"
and "Lessee" also signing below.
RECITALS:
1. A Lessor and a Lessee are parties to those certain Lease
Agreements listed and described by Hotel location, date and parties on Exhibit
A attached hereto (the "Leases"). Capitalized terms used and not defined
herein shall have the respective meanings therefor set forth in the Leases.
2. Lessor and Lessee desire to amend the Leases to clarify the
meaning of Article III of the Lease as represented by the actual course of
dealing between Lessors and Lessees under such Leases prior to the date hereof,
on the terms and conditions hereinafter set forth.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. The definition of "Fiscal Year" under each Lease is hereby
amended to read in its entirety as follows:
Fiscal Year: Any 12-month period from January 1st through
December 31st during the Term, or any shorter period at the beginning
or end of the Term.
2. Except to the extent provided otherwise below, ARTICLE III of
each of the Leases is hereby amended to read in its entirety as follows:
ARTICLE III
3.1 Rent. Lessee will pay to Lessor in lawful money of
the United States of America which shall be legal tender for the
payment of public and private debts, in immediately available funds,
at Lessor's address set forth in Article XXXII hereof or at such other
place or to such other Person as Lessor from time to time may
designate in a Notice, all Base Rent, Percentage Rent and Additional
Charges, during the Term, as follows:
(a) Monthly Payments of Base Rent: With respect
to each calendar month of each Fiscal Year during the Term, Lessee
shall pay to Lessor, in advance on or before the tenth (10th) day of
each calendar month of the Term, the amount equal to the portion of
the
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annual Base Rent for such Fiscal Year included in the Annual Budget
for (or otherwise allocated by agreement of the parties to) such
calendar month, the sum of which monthly payment amounts for such
Fiscal Year shall be the annual sum of $[_____________.00] (prorated
for the Fiscal Year in which the Commencement Date occurs), [or
$_________ for Fiscal Year 1998, $_________ for Fiscal Years 1999
through 2001, and $_________ for all subsequent years,] as adjusted
pursuant to Section 3.1(d) hereof ("BASE RENT"), which amount shall be
fully earned by Lessor and shall not be subject to adjustment or
reduction, except as expressly set forth in this Article III, during
any subsequent month, quarter or Fiscal Year; provided, however, that
the first monthly payment of Base Rent shall be payable during the
second calendar month of the Term, and that the first and last monthly
payments of Base Rent shall be pro rated as to any partial month
(subject to adjustment as provided in Sections 5.2, 14.5 and 15.3);
and
(b) Quarterly Computation of Percentage Rent:
With respect to each calendar quarter of each Fiscal Year during the
Term, as soon as practicable but in any event on or before the date
forty-five (45) days following the end of each calendar quarter,
Lessee shall pay to Lessor an amount equal to the amount, if any, by
which the aggregate of all payments in respect of Base Rent for such
calendar quarter shall be less than the amount determined pursuant to
the Revenues Computation for such calendar quarter. For each calendar
quarter of each Fiscal Year of the Term, the aggregate amount of
Percentage Rent that shall be fully earned by Lessor, which amount
shall not be subject to adjustment or reduction during any subsequent
quarter or Fiscal Year, shall be the amount determined by the
following calculation ("REVENUES COMPUTATION"):
An amount equal to the sum of: (i) the product of the First
Tier Room Revenue Percentage times the aggregate Suite [or
Room] Revenues during such calendar quarter up to and
including that portion of the Suite [or Room] Revenue
Breakpoint allocated to such calendar quarter in the Annual
Budget or otherwise by agreement of the parties (the
"QUARTERLY ROOM REVENUE BREAKPOINT"); plus (ii) the product of
the Second Tier Room Revenue Percentage times the aggregate
Suite [or Room] Revenues during such calendar quarter in
excess of the Quarterly Room Revenue Breakpoint; plus (iii)
five percent (5.0%) of Food and Beverage Revenues for such
calendar quarter, plus (iv) ninety-eight percent (98.0%) of
any Restaurant Sublease Rent received by Lessee for such
calendar quarter; no Percentage Rent shall be payable by
Lessee with respect to Sundry Revenues.
For the purpose of defining the Revenues Computation:
(i) "FIRST TIER ROOM REVENUE PERCENTAGE" shall
mean seventeen percent (17%)[**] and "SECOND TIER ROOM REVENUE
PERCENTAGE" shall mean sixty-five (65%); and
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[**substitute "nineteen percent (19%)" in the Leases listed as
item 4, 6, 7 and 10 on Exhibit A hereto]
(ii) "SUITE [OR ROOM] REVENUE BREAKPOINT" shall
mean the amount of Suite [or Room] Revenues (which amount
shall always be equal to the sum of the Quarterly Room Revenue
Breakpoint amounts for each calendar quarter during such
Fiscal Year) equal to the amount set forth as the Suite [or
Room] Revenue Breakpoint in this Lease for the first full
Fiscal Year during the Term, [or $_________ for Fiscal Year
1998, $_________ for Fiscal Years 1999 through 2001, and
$_________ for all subsequent years, in each case (after
1998)] as adjusted from year to year by the same percentage
that the Base Rent is adjusted pursuant to Subsection 3.1(d)
of this Lease.
In no event will the amount of Rent payable for any calendar quarter
or the result of any quarterly Revenues Computation be less than zero,
and there shall be no reduction in the Base Rent regardless of the
result of any quarterly Revenues Computation.
(c) Officer's Certificates. An Officer's
Certificate shall be delivered to Lessor, together with each such
quarterly payment based upon the quarterly Revenues Computation, which
Officer's Certificate shall set forth the calculation of the Revenues
Computation and all prior payments of Rent in respect of such calendar
quarter.
If the Percentage Rent earned by Lessor for such calendar
quarter (as shown in the applicable Officer's Certificate) exceeds the
amount actually paid as Percentage Rent by Lessee for such calendar
quarter, Lessee also shall pay such excess to Lessor at the time such
Officer's Certificate is delivered to Lessor. If the aggregate
Percentage Rent earned by Lessor for such calendar quarter (as shown
in the applicable Officer's Certificate) is less than the amount
actually paid as Percentage Rent for the applicable calendar quarter,
Lessor will reimburse such amount to Lessee within five (5) Business
Days after such Officer's Certificate is delivered to Lessor.
Any amount to be paid or reimbursed as provided above that is
not paid when due, whether in favor of Lessor or Lessee, shall bear
interest at the Overdue Rate, which interest shall accrue from the due
date of the last quarterly payment for the respective Fiscal Year
until the amount of such difference shall be paid or otherwise
discharged. Any such interest payable to Lessor shall be deemed to be
and shall be payable as Additional Charges.
The obligation to pay Percentage Rent shall survive the
expiration or earlier termination of the Term, and a final
reconciliation (taking into account, among other relevant adjustments,
any adjustments which are accrued after such expiration or termination
date but which related to Percentage Rent accrued prior to such
termination date, and adjustments required as a result of mathematical
error, mistake, the use of preliminary, rather than final, revenue
figures in performing earlier computations, or other similar factor),
shall be made not
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later than two (2) years after such expiration or termination date,
but Lessee shall advise Lessor within sixty (60) days after such
expiration or termination date of Lessee's best estimate at that time
of the approximate amount of such adjustments, which estimate shall
not be binding on Lessee or have any legal effect whatsoever.
(d) CPI Adjustments to Base Rent and Percentage
Rent. For each full Fiscal Year of the Term beginning after the
Commencement Date (except as otherwise indicated in the Annual Budget
for the first such full Fiscal Year), and for any partial Fiscal Year
during which the Term of this Lease ends, the Base Rent shall be
adjusted from time to time as follows:
(1) If the most recently published
Consumer Price Index as of the last day of the last month (the
"COMPARISON MONTH") of any Fiscal Year is different than the average
Consumer Price Index for the twelve (12) month period prior thereto,
the Base Rent for the next Fiscal Year shall be adjusted by the
percentage change in the Consumer Price Index calculated as follows:
(A) The difference between the
Consumer Price Index for the most recent Comparison Month and the
average Consumer Price Index for the twelve (12) month period prior
thereto shall be divided by the average Consumer Price Index for the
twenty four (24) month period prior thereto.
(B) The Base Rent shall be
multiplied by the lesser of (i) seven percent (7%) or (ii) the
quotient obtained in subparagraph (d)(1)(A) above.
(C) The product obtained in
subparagraph (d)(1)(B) above shall be added to the Base Rent.
Adjustments in the Base Rent shall be effective on
the first day of the first calendar month of the Fiscal Year to which
such adjusted Base Rent applies. The Suite [or Room] Revenue
Breakpoint then included in the Revenues Computation pursuant to
Section 3.1(b) shall be similarly adjusted, effective with any such
adjustment in the Base Rent.
(2) If (i) a significant change is made
in the number or nature (or both) of items used in determining the
Consumer Price Index, or (ii) the Consumer Price Index shall be
discontinued for any reason, the Bureau of Labor Statistics shall be
requested to furnish a new index comparable to the Consumer Price
Index, together with information which will make possible a conversion
to the new index in computing the adjusted Base Rent hereunder. If
for any reason the Bureau of Labor Statistics does not furnish such an
index and such information, the parties will instead mutually select,
accept and use such other index or comparable statistics on the cost
of living that is computed and published by an agency of the United
States or a responsible financial periodical of recognized authority.
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(e) Manager Fund-up Cure Payments. If and to the
extent that Manager pays amounts to Lessee pursuant to the Management
Agreement in order to avoid termination of the Management Agreement by
Lessee for Manager's failure to meet certain performance hurdles
described therein, Lessee shall pay such amounts to Lessor as
additional Percentage Rent hereunder.
3.2 Confirmation of Percentage Rent. Lessee shall
utilize, or cause to be utilized, an accounting system for the Leased
Property in accordance with its usual and customary practices, and in
accordance with generally accepted accounting principles and the
Uniform System, that will accurately record all data necessary to
compute Percentage Rent, and Lessee shall retain, for at least four
(4) years after the expiration of each Fiscal Year (and in any event
until the reconciliation described in Section 3.1(c) for each calendar
quarter of such Fiscal Year has been made), reasonably adequate
records conforming to such accounting system showing all data
necessary to compute Percentage Rent for each calendar quarter of the
applicable Fiscal Years. Lessor, at its expense (except as provided
hereinbelow), shall have the right from time to time, upon prior
written notice to Lessee and Manager, by its accountants or
representatives to audit the information that formed the basis for the
data set forth in any Officer's Certificate provided under Section
3.1(c) and, in connection with such audits, to examine all Lessee's
records (including supporting data and sales and excise tax returns)
reasonably required to verify Percentage Rent, subject to any
prohibitions or limitations on disclosure of any such data under Legal
Requirements; provided, however that Lessor may only inspect or audit
records in Manager's possession subject to the terms of Lessee's
access thereto under the Management Agreement. If any such audit
discloses an overpayment of Percentage Rent, and either Lessor agrees
with the result of such audit or the matter is otherwise determined or
compromised, Lessor shall forthwith pay to Lessee the amount of the
deficiency, as finally agreed or determined. If any such audit
discloses a deficiency in the payment of Percentage Rent, and either
Lessee agrees with the result of such audit or the matter is otherwise
determined or compromised, Lessee shall forthwith pay to Lessor the
amount of the deficiency, as finally agreed or determined, together
with interest at the Overdue Rate from the date when said payment
should have been made to the date of payment thereof; provided,
however, that as to any audit that is commenced more than two (2)
years after the date Percentage Rent for the final quarter of any
Fiscal Year is reported by Lessee to Lessor, the deficiency, if any,
with respect to such Percentage Rent shall bear interest at the
Overdue Rate only from the date such determination of deficiency is
made unless such deficiency is the result of gross negligence or
willful misconduct on the part of Lessee, in which case interest at
the Overdue Rate will accrue from the date such payment should have
been made to the date of payment thereof. If any such audit discloses
that the Percentage Rent actually due from Lessee for any Fiscal Year
exceed those reported by Lessee by more than three percent (3%),
Lessee shall pay the cost of such audit and examination. Any
proprietary information obtained by Lessor pursuant to the provisions
of this Section shall be treated as confidential, except that such
information may be used, subject to appropriate confidentiality
safeguards, in any litigation between the parties and except further
that Lessor may disclose such information to prospective lenders. The
obligations of
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Lessee contained in this Section shall survive the expiration or
earlier termination of this Lease.
3.3 Additional Charges. In addition to the Base Rent and
Percentage Rent, (a) Lessee also will pay and discharge as and when
due and payable all other amounts, liabilities, obligations and
Impositions that Lessee assumes or agrees to pay under this Lease, and
(b) in the event of any failure on the part of Lessee to pay any of
those items referred to in clause (a) of this Section 3.3, Lessee also
will promptly pay and discharge every fine, penalty, interest and cost
that may be added for non-payment or late payment of such items (the
items referred to in clauses (a) and (b) of this Section 3.3 being
additional rent hereunder and being referred to herein collectively as
the "ADDITIONAL CHARGES"), and Lessor shall have all legal, equitable
and contractual rights, powers and remedies provided either in this
Lease or by statute or otherwise in the case of non-payment of the
Additional Charges as in the case of non-payment of the Base Rent. If
any installment of Base Rent, Percentage Rent or Additional Charges
(but only as to those Additional Charges that are payable directly to
Lessor) shall not be paid on its due date, Lessee will pay Lessor on
demand, as Additional Charges, a late charge (to the extent permitted
by law) computed at the Overdue Rate on the amount of such
installment, from the due date of such installment to the date of
payment thereof. To the extent that Lessee pays any Additional
Charges to Lessor pursuant to any requirement of this Lease, Lessee
shall be relieved of its obligation to pay such Additional Charges to
the entity to which they would otherwise be due and Lessor shall pay
same from monies received from Lessee.
3.4 Net Lease Provision. The Rent shall be paid
absolutely net to Lessor, so that this Lease shall yield to Lessor the
full amount of the installments of Base Rent, Percentage Rent and
Additional Charges throughout the Term, all as more fully set forth in
Article V, but subject to any other provisions of this Lease that
expressly provide for adjustment or abatement of Rent or other charges
or expressly provide that certain expenses or maintenance shall be
paid or performed by Lessor.
3.5 Annual Budget. Not later than thirty (30) days prior
to the commencement of each Fiscal Year, Lessee shall submit the
Annual Budget to Lessor. The Annual Budget shall contain Lessee's
good faith proposal for (i) apportionment of Base Rent to be included
in the Annual Budget for each calendar month of such Fiscal Year, (ii)
the apportionment of the Room Revenue Breakpoint to be included in the
Annual Budget as the Quarterly Room Revenue Breakpoint for each
calendar quarter of such Fiscal Year, and (iii) the resulting
calculation of projected Percentage Rent payable in each calendar
quarter of such Fiscal Year. The Annual Budget also shall contain the
following, to the extent included in the operating budgets and capital
budgets provided to Lessee by Manager under the management agreement
for the Hotel:
(a) Lessee's reasonable estimate of Gross
Revenues (including room rates and Suite Revenues), Gross Operating
Expenses, and Gross Operating Profits for the
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forthcoming Fiscal Year itemized on schedules on a quarterly basis as
approved by Lessor and Lessee, as same may be revised or replaced from
time to time by Lessee and approved by Lessor, together with the
assumptions, in narrative form, forming the basis of such schedules.
(b) An estimate of the amounts to be dedicated to
the repair, replacement, or refurbishment of Furniture and Equipment.
(c) An estimate of any amounts Lessor will be
required to provide for required or desirable capital improvements to
the Hotel or any of its components.
(d) A cash flow projection.
(e) A business plan, which shall describe
business objectives and strategies for the forthcoming Fiscal Year,
and shall include without limitation an analysis of the market area in
which the Hotel competes, a comparison of the Hotel and its business
with competitive hotels, an analysis of categories of potential
guests, and a description of sales and marketing activities designed
to achieve and implement identified objectives and strategies.
3.6 Books and Records. Lessee shall keep full and
adequate books of account and other records reflecting the results of
operation of the Hotel on an accrual basis, all in accordance with
generally accepted accounting principles and the obligations of Lessee
under this Lease Agreement. The books of account and all other
records relating to or reflecting the operation of the Hotel shall be
kept either at the Hotel or at Lessee's offices in Irving, Texas or at
Manager's central offices, and shall be available to Lessor and its
representatives and its auditors or accountants, at all reasonable
times, upon prior written notice to Lessee and Manager, for
examination, audit, inspection, and transcription; provided, however
that Lessor may only inspect or audit records in Manager's possession
subject to the terms of Lessee's access thereto under the Management
Agreement. All of such books and records pertaining to the Hotel
including, without limitation, books of account, guest records and
front office records, at all times shall be the property of Lessor and
shall not be removed from the Hotel or Lessee's offices or Manager's
central offices (but may be moved among any of the foregoing) by
Lessee without Lessor approval.
MATERIAL BRACKETED IN THE FOREGOING INSERT, WITH RESPECT TO (i) THE ANNUAL BASE
RENT AMOUNTS, (ii) ROOM REVENUE BREAKPOINT AMOUNTS, AND (iii) THE DESIGNATION
OF REVENUES AS "SUITE REVENUES" OR "ROOM REVENUES" UNDER A PARTICULAR LEASE,
WILL REMAIN AS ORIGINALLY SET FORTH IN THE RESPECTIVE LEASE, INCLUDING (WITHOUT
LIMITATION) IN SOME CASES SPECIFIED BASE RENT AND ROOM REVENUE BREAKPOINT
AMOUNTS FOR TWO OR MORE OF THE INITIAL FULL FISCAL YEARS OF THE TERM. In
addition, however, with respect to each of the Leases to which FSH/SH Leasing,
L.L.C. or FSH/SH Leasing II, L.L.C. are parties as Lessee, Section 3.1(d)
shall read in its entirety as follows, in lieu of the language of Section
3.1(d) from the foregoing Article III:
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(d) Annual Adjustments to Base Rent and
Percentage Rent. For each year of the Term beginning on or after the
Commencement Date (except as otherwise indicated in the Annual Budget
for the first such full Fiscal Year), and for any partial Fiscal Year
during which the Term of this Lease ends, the Base Rent shall be
adjusted annually to increase (but not decrease) the Base Rent by one
and one-half percent (1.5%) over the Base Rent for the preceding year.
Adjustments in the Base Rent shall be effective on the first day of
the first calendar month of the Fiscal Year to which such adjusted
Base Rent applies. The Room Revenues Breakpoint then included in the
Revenues Computation pursuant to Section 3.1(b) shall be similarly
adjusted, effective with each such adjustment in the Base Rent.
OTHER CHANGES, AS NECESSARY TO ACCOMMODATE VARIATIONS FROM LEASE TO LEASE,
SHALL BE MADE TO ACHIEVE THE INTENT OF THIS AGREEMENT TO CLARIFY THE RENT
CALCULATION METHODOLOGY OF ARTICLE III WITHOUT MODIFYING OTHER PROVISIONS OF
THE LEASES NOT INTENDED TO BE AFFECTED HEREBY.
3. Except as expressly amended hereby, the Leases shall continue
in full force and effect between the Lessors and Lessees. No adjustments shall
be made to Base Rent or Percentage Rent amounts previously computed and accrued
or paid under the Leases as of June 30, 1998, as a result of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
FELCOR LODGING TRUST INCORPORATED,
a Maryland corporation
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
FELCOR LODGING LIMITED PARTNERSHIP,
By: FelCor Lodging Trust Incorporated,
its General Partner
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
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DJONT OPERATIONS, L.L.C., a Delaware
limited liability company
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
LESSORS:
FELCOR LODGING LIMITED PARTNERSHIP, formerly
known as FelCor Suites Limited Partnership
By: FelCor Lodging Trust Incorporated,
its General Partner
By:
----------------------------------------
Lawrence D. Robinson, Senior Vice
President
PROMUS/FELCOR HOTELS, L.L.C.,
a Delaware limited liability company
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
FELCOR/CSS HOLDINGS, L.P., a Delaware
limited partnership
By: FelCor/CSS Hotels, L.L.C., its
General Partner
By:
----------------------------------------
Lawrence D. Robinson, Senior Vice
President
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FELCOR/ST. PAUL HOLDINGS, L.P., a Delaware
limited partnership
By: FelCor/CSS Hotels, L.L.C., its
General Partner
By:
----------------------------------------
Lawrence D. Robinson, Senior Vice
President
LOS ANGELES INTERNATIONAL AIRPORT
HOTEL ASSOCIATES, a Texas Limited Partnership
By: FelCor/LAX Holdings, L.P., its
General Partner
By: FelCor/LAX Hotels, L.L.C.,
its General Partner
By:
----------------------------------
Lawrence D. Robinson
Senior Vice President
E. S. CHARLOTTE LIMITED PARTNERSHIP,
a Minnesota limited partnership
By: FelCor/Charlotte Hotel, L.L.C., a Delaware
limited liability company, its
General Partner
By:
----------------------------------------
Lawrence D. Robinson, Senior Vice
President
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E. S. NORTH, AN INDIANA LIMITED
PARTNERSHIP, an Indiana limited partnership
By: FelCor/Indianapolis Hotel, L.L.C., a
Delaware limited liability company,
its General Partner
By:
-------------------------------------
Lawrence D. Robinson, Senior Vice
President
EPT KANSAS CITY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: FelCor Eight Hotels, L.L.C.,
a Delaware limited liability company,
its managing General Partner
By:
-------------------------------------
Lawrence D. Robinson, Senior Vice
President
EPT MEADOWLANDS LIMITED PARTNERSHIP,
a Delaware limited partnership
By: FelCor Eight Hotels, L.L.C.,
a Delaware limited liability company,
its managing General Partner
By:
-------------------------------------
Lawrence D. Robinson, Senior Vice
President
FCH/DT BWI HOLDINGS, L.P., a Delaware
limited partnership
By: FCH/DT HOTELS, L.L.C. a Delaware
limited partnership, its General Partner
By:
-------------------------------------
Lawrence D. Robinson, Senior Vice
President
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FCH/DT HOLDINGS, L.P., a Delaware
limited partnership
By: FCH/DT HOTELS, L.L.C. a Delaware
limited partnership, its General Partner
By:
-------------------------------------
Lawrence D. Robinson, Senior Vice
President
PROMUS/FELCOR SAN ANTONIO VENTURE
By: FelCor Lodging Limited Partnership,
a Joint Venturer
By: FelCor Lodging Trust Incorporated,
its general partner
By:
----------------------------------
Lawrence D. Robinson
Senior Vice President
FCH/PSH, L.P., a Pennsylvania limited
partnership formerly known as FCH/Society
Hill, L.P.
By: FelCor/CSS Holdings, L.P., its General
Partner
By: FelCor/CSS Hotels, L.L.C.,its
General Partner
By:
----------------------------------
Lawrence D. Robinson
Senior Vice President
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LESSEES:
DJONT OPERATIONS, L.L.C.,a Delaware
limited liability company
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
FCOAM, INC., a Texas corporation
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
DJONT/EPT LEASING, L.L.C., a Delaware
limited liability company
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
DJONT LEASING, L.L.C., a Delaware
limited liability company
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
FCH/DT LEASING, L.L.C., a Delaware
limited liability company
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
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FCH/DT LEASING II, L.L.C., a Delaware
limited liability company
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
FCH/SH LEASING, L.L.C., a Delaware
limited liability company
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
FCH/SH LEASING II, L.L.C., a Delaware
limited liability company
By:
---------------------------------------------
Lawrence D. Robinson, Senior Vice President
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EXHIBIT A
DESCRIPTION OF HOTEL PERCENTAGE LEASE AGREEMENTS
1994 LEASES
1. Dallas (Park Central), Texas, dated July 28, 1994
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
2. Jacksonville, Florida, dated July 28, 1994
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
3. Nashville, Tennessee, dated July 28, 1994
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
4. Orlando-North (Altamonte Springs), Florida, dated July 28, 1994
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
5. Orlando-South (International Drive), Florida, dated July 28, 1994
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
6. Tulsa, Oklahoma, dated July 28, 1994
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
7. New Orleans, Louisiana, dated December 1, 1994
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
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1995 LEASES
8. Flagstaff, Arizona, dated February 15, 1995
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
9. Dallas (Love Field), Texas, dated March 29, 1995
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
10. Marlborough, Massachusetts, dated June 30, 1995
Lessor: FelCor Suites Limited Partnership
Lessee: FCOAM, Inc.
11. Brunswick, Georgia, dated July 19, 1995
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
12. Corpus Christi, Texas, dated July 19, 1995
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
13. Chicago-Lombard, Illinois, dated August 1, 1995
Lessor: Promus/FelCor Hotels, L.L.C.
Lessee: DJONT/EPT Leasing, L.L.C.
14. Burlingame, California, dated November 6, 1995
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
15. Minneapolis Airport, Minnesota, dated November 6, 1995
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
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16. Boca Raton, Florida, dated November 15, 1995
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
17. Minneapolis (Downtown), Minnesota, dated November 15, 1995
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
18. St. Paul, Minnesota, dated November 15, 1995
Lessor: FelCor/St. Paul Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
19. Tampa (Busch Gardens), Florida, dated November 15, 1995
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
20. Cleveland, Ohio, dated November 17, 1995
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
1996 LEASES
21. Anaheim, California, dated January 3, 1996
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
22. Baton Rouge, Louisiana, dated January 3, 1996
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
23. Birmingham, Alabama, dated January 3, 1996
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
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24. Camelback, Arizona, dated January 3, 1996
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
25. Deerfield Beach, Florida, dated January 3, 1996
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
26. Fort Lauderdale, Florida, dated January 3, 1996
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
27. Miami, Florida, dated January 3, 1996
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
28. Milpitas, California, dated January 3, 1996
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
29. South San Francisco, California, dated January 3, 1996
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
30. Lexington, Kentucky, dated January 10, 1996
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
31. Piscataway, New Jersey, dated January 10, 1996
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
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32. Beaver Creek Colorado, dated February 20, 1996
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
33. Boca Raton, Florida, dated February 28, 1996
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
34. LAX, El Segundo, California, dated March 27, 1996
Lessor: Los Angeles International Airport Hotel Associates, a Texas
Limited Partnership
Lessee: DJONT Operations, L.L.C.
35. Mandalay Beach, California, dated May 8, 1996
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
36. Napa, California, dated May 8, 1996
Lessor: FelCor/CSS Holdings, L.P.
Lessee: DJONT Operations, L.L.C.
37. Deerfield, Illinois, dated June 20, 1996
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
38. San Rafael (Marin Co.), California, dated July 18, 1996
Lessor: Promus/FelCor Hotels, L.L.C.
Lessee: DJONT/EPT Leasing, L.L.C.
39. Parsippany, New Jersey, dated July 31, 1996
Lessor: Promus/FelCor Hotels, L.L.C.
Lessee: DJONT/EPT Leasing, L.L.C.
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40. Charlotte, North Carolina, dated September 2, 1996
Lessor: E.S. Charlotte Limited Partnership
Lessee: DJONT Operations, L.L.C.
41. Indianapolis, Indiana, dated September 12, 1996
Lessor: E.S. North, an Indiana Limited Partnership
Lessee: DJONT Operations, L.L.C.
42. Atlanta, Georgia, dated October 17, 1996
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
43. Myrtle Beach (Kingston Plantation), South Carolina, dated December 5,
1996
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Operations, L.L.C.
1997 LEASES
44. Atlanta (Perimeter Center), Georgia, dated February 1, 1997
Lessor: Promus/FelCor Hotels, L.L.C.
Lessee: DJONT/EPT Leasing, L.L.C.
45. Austin, Texas, dated February 1, 1997
Lessor: Promus/FelCor Hotels, L.L.C.
Lessee: DJONT/EPT Leasing, L.L.C.
46. Bloomington, Minnesota, dated February 1, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Leasing, L.L.C.
47. Covina, California, dated February 1, 1997
Lessor: Promus/FelCor Hotels, L.L.C.
Lessee: DJONT/EPT Leasing, L.L.C.
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48. Kansas City, Missouri, dated February 1, 1997
Lessor: EPT Kansas City Limited Partnership
Lessee: DJONT Leasing, L.L.C.
49. Meadowlands (Secaucus), New Jersey, dated February 1, 1997
Lessor: EPT Meadowlands Limited Partnership
Lessee: DJONT Leasing, L.L.C.
50. Omaha, Nebraska, dated February 1, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Leasing, L.L.C.
51. Overland Park, Kansas, dated February 1, 1997
Lessor: Promus/FelCor Hotels, L.L.C.
Lessee: DJONT/EPT Leasing, L.L.C.
52. Raleigh, North Carolina, dated February 1, 1997
Lessor: Promus/FelCor Hotels, L.L.C.
Lessee: DJONT/EPT Leasing, L.L.C.
53. San Antonio, Texas, dated February 1, 1997
Lessor: Promus/FelCor Hotels, L.L.C.
Lessee: DJONT/EPT Leasing, L.L.C.
54. LAX II, California, dated February 18, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Leasing, L.L.C.
55. Dana Point, California, dated February 20, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/DT Leasing, L.L.C.
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56. Anne Arundel County, Maryland, dated March 20, 1997
Lessor: FCH/DT BWI Holdings, L.P.
Lessee: FCH/DT Leasing, L.L.C.
57. Austin, Texas, dated March 20, 1997
Lessor: FCH/DT Holdings, L.P.
Lessee: FCH/DT Leasing, L.L.C.
58. Troy, Michigan, dated March 20, 1997
Lessor: FCH/DT Holdings, L.P.
Lessee: FCH/DT Leasing, L.L.C.
59. San Antonio, Texas, dated May 16, 1997
Lessor: Promus/FelCor San Antonio Venture
Lessee: DJONT Leasing, L.L.C.
60. Nashville (Airport), Tennessee, dated June 5, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/DT Leasing II, L.L.C.
61. Atlanta-Airport (Gateway/College Park), Georgia, dated June 30, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/SH Leasing, L.L.C.
62. Atlanta-Galleria (Cumberland), Georgia, dated June 30, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/SH Leasing, L.L.C.
63. Chicago-O'Hare Airport, Illinois, dated June 30, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/SH Leasing, L.L.C.
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64. Phoenix-Crescent, Arizona, dated June 30, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/SH Leasing, L.L.C.
65. Dallas-Park Central, Texas, dated June 30, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/SH Leasing, L.L.C.
66. Syracuse, New York, dated June 30, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Leasing, L.L.C.
67. Dallas (Market Center), Texas, dated June 30, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Leasing, L.L.C.
68. Lake Buena Vista, Florida, dated July 28, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/DT Leasing II, L.L.C.
69. Raleigh/Durham, North Carolina, dated July 28, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/DT Leasing II, L.L.C.
70. Tampa (Rocky Point), Florida, dated July 28, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/DT Leasing II, L.L.C.
71. Philadelphia (Society Hill), Pennsylvania, dated September 30, 1997
Lessor: FCH/PSH, L.P.
Lessee: FCH/SH Leasing, L.L.C.
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72. Burlington, Vermont, dated December 3, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/SH Leasing II, L.L.C.
73. Dayton, Ohio, dated December 30, 1997
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/DT Leasing II, L.L.C.
1998 LEASES
74. Columbus, Ohio, dated February 6, 1998
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/DT Leasing II, L.L.C.
75. Wilmington, Delaware, dated March 20, 1998
Lessor: FCH/DT Holdings, L.P.
Lessee: FCH/DT Leasing, L.L.C.
76. Aurora, Colorado, dated April 14, 1998
Lessor: FCH/DT Holdings, L.P.
Lessee: FCH/DT Leasing, L.L.C.
77. Ft. Lauderdale, Florida, dated May 1, 1998
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/SH Leasing, L.L.C.
78. Irving (DFW Airport), Texas, dated May 1, 1998
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Leasing, L.L.C.
79. St. Louis, Missouri, dated May 1, 1998
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Leasing, L.L.C.
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80. Phoenix (44th St.), Arizona, dated May 1, 1998
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Leasing, L.L.C.
81. Tempe, Arizona, dated May 1, 1998
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Leasing, L.L.C.
82. Atlanta (College Park), Georgia, dated May 1, 1998
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Leasing, L.L.C.
83. Palm Desert, California, dated May 1, 1998
Lessor: FelCor Suites Limited Partnership
Lessee: DJONT Leasing, L.L.C.
84. Lexington, Kentucky, dated May 1, 1998
Lessor: FelCor Suites Limited Partnership
Lessee: FCH/SH Leasing, L.L.C.
85. Dallas (Campbell Center), Texas, dated May 29, 1998
Lessor: FCH/DT Holdings, L.P.
Lessee: FCH/DT Leasing, L.L.C.
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