EX-10.25.1



 Exhibit 10.25.1 

FIRST AMENDMENT TO LEASE AGREEMENT 

DATED AS OF             , 2013 

BY AND BETWEEN 
 ESA UD PROPERTIES
L.L.C. 
 AS LANDLORD 
 AND 

ESA 2007 OPERATING LESSEE INC. 

AS TENANT 







 FIRST AMENDMENT TO LEASE AGREEMENT 

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of
            , 2013, by and between ESA UD PROPERTIES L.L.C., a Delaware limited liability company (“Landlord”), and ESA 2007 OPERATING LESSEE INC., a Delaware corporation
(“Tenant”). 
 WITNESSETH 

WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement dated as of October 8, 2010 (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, all capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Original Lease Agreement; 
 WHEREAS, Tenant and Manager (as defined below) have entered into that certain
Management Agreement dated as of the date hereof for the management and operation of the Leased Property, which Management Agreement is the “Management Agreement” as such term is defined in the Original Lease Agreement; and 

WHEREAS, Landlord and Tenant wish to further 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. Amendments. Effective as of
the date of this Amendment: 
 (a) The definition of “Affiliate” in Article 1 of the Original Lease Agreement is hereby amended by
deleting the last sentence thereof. 
 (b) The definition of “ESH Hospitality” in Article 1 of the Original Lease Agreement is
hereby amended and restated in its entirety as follows: 
 “‘ESH Hospitality’ means ESH Hospitality,
Inc. (f/k/a ESH Hospitality LLC), a Delaware corporation, together with its successors and assigns.” 
 (c) The definition of “HVM
Manager” in Article 1 of the Original Lease is hereby deleted. 
 (d) The definition of “Manager” in Article 1 of the
Original Lease Agreement is hereby amended and restated in its entirety as follows: 
 “‘Manager’ means
ESA Management, LLC, a Delaware limited liability company, together with its successors and assigns.” 







 (e) Section 2.3 of the Original Lease Agreement is hereby amended to extend the Fixed Term
by two (2) years, to expire on the eighth anniversary of the last day of the month in which the Commencement Date occurs (i.e., October 31, 2018), unless sooner terminated in accordance with the provisions of the Lease. 

(f) Section 3.1(b)(ii) of the Original Lease Agreement is hereby amended by deleting the reference to “20 days” in the second
sentence thereof and replacing the same with “35 days”. 
 (g) Section 5.7 of the Original Lease Agreement is hereby amended
by deleting the second sentence thereof. 
 (h) [Article 18 of the Original Lease Agreement is hereby amended by deleting the words
“ESH Hospitality Holdings LLC, a Delaware limited liability company” therefrom and replacing the same with “Extended Stay America, Inc., a Delaware corporation”.] 

(i) Section 20.1 of the Original Lease Agreement is hereby amended by deleting the last sentence thereof. 

(j) The addresses for notices of Landlord and Tenant set forth in Section 21.10(c) of the Original Lease Agreement are hereby updated as
follows: 
 If to Landlord to: 

11525 N. Community House Road, Suite 100 

Charlotte, NC 28277 

Attention: President 

Facsimile No.: (980) 335-3089 

Attention: General Counsel 

Facsimile No.: (980) 335-3089 

with a copy to: 

Fried, Frank, Harris, Shriver & Jacobson LLP 

One New York Plaza 

New York, New York 10004 

Attention: Harry R. Silvera, Esq. 

Facsimile No.: (212) 859-4000 

If to Tenant to: 

11525 N. Community House Road, Suite 100 

Charlotte, NC 28277 

Attention: President 

Facsimile No.: (980) 335-3089 

Attention: General Counsel 

Facsimile No.: (980) 335-3089 







 with a copy to: 

Fried, Frank, Harris, Shriver & Jacobson LLP 

One New York Plaza 

New York, New York 10004 

Attention: Harry R. Silvera, Esq. 

Facsimile No.: (212) 859-4000 

(k) Section 21.18 of the Original Lease Agreement is hereby deleted in its entirety. 

(l) Exhibit A of the Original Lease Agreement is hereby deleted in its entirety, and Annex A attached hereto is hereby incorporated in,
made a part of and attached to the Original Lease Agreement as a new “Exhibit A”. 
 (m) Exhibit C of the Original Lease Agreement
is hereby deleted in its entirety, and Annex B attached hereto is hereby incorporated in, made a part of and attached to the Original Lease Agreement as a new “Exhibit C”. 

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
Amendment. 
 3. Applicable Law. This Amendment 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 Landlord’s rights and remedies under the Original Lease Agreement, as modified by this Amendment, 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 Amendment shall be
binding upon and inure to the benefit of Landlord and Tenant and their respect successors and assigns. 
 5. Counterparts; Headings.
This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall be effective as of the date hereof when copies hereof, which, when
taken together, bear the signatures of each of the parties hereto, shall have been signed. Headings in this Amendment are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof. 

6. Incorporation of Recitals. The recitals set forth in the preamble of this Amendment are hereby incorporated into this Amendment as
if fully set forth herein. 
 [NO FURTHER TEXT ON THIS PAGE] 







 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date above first written.

  

			
	LANDLORD
	
	ESA UD PROPERTIES L.L.C.
		
	By:	 	  

		 	Name:
		 	Title:
	
	TENANT
	
	ESA 2007 OPERATING LESSEE INC.
		
	By:	 	  

		 	Name:
		 	Title:


 FIRST AMENDMENT TO OPERATING
LEASE (UD) 







 ANNEX A 

(see attached) 








																																																															
	 	  	 Address
	 	Minimum
Rent —
Through
12/31/2014	 	 	Minimum
Rent — 2015	 	 	Minimum
Rent — 2016	 	 	Minimum
Rent — 2017	 	 	Minimum
Rent — 2018	 	 	Minimum
Rent — 2019	 	 	Minimum
Rent — 2020	 	 	Minimum
Rent — 2021	 	 	Minimum
Rent — 2022	 	 	Minimum
Rent — 2023	 	 	Minimum
Rent — 2024	 	 	Minimum
Rent — 2025	 	 	Minimum
Rent — 2026	 	 	Minimum
Rent — 2027	 	 	Minimum
Rent — 2028	 
	 1
	  	1067 Highway 315, Wilkes-Barre, PA	 	$	436,000.00	  	 	$	449,000.00	  	 	$	462,000.00	  	 	$	476,000.00	  	 	$	490,000.00	  	 	$	505,000.00	  	 	$	520,000.00	  	 	$	536,000.00	  	 	$	552,000.00	  	 	$	569,000.00	  	 	$	586,000.00	  	 	$	604,000.00	  	 	$	622,000.00	  	 	$	641,000.00	  	 	$	660,000.00	  
	 2
	  	2355 Tiffin Avenue, Findlay, OH	 	$	489,000.00	  	 	$	504,000.00	  	 	$	519,000.00	  	 	$	535,000.00	  	 	$	551,000.00	  	 	$	568,000.00	  	 	$	585,000.00	  	 	$	603,000.00	  	 	$	621,000.00	  	 	$	640,000.00	  	 	$	659,000.00	  	 	$	679,000.00	  	 	$	699,000.00	  	 	$	720,000.00	  	 	$	742,000.00	  
		  	Aggregate	 	$	925,000.00	  	 	$	953,000.00	  	 	$	981,000.00	  	 	$	1,011,000.00	  	 	$	1,041,000.00	  	 	$	1,073,000.00	  	 	$	1,105,000.00	  	 	$	1,139,000.00	  	 	$	1,173,000.00	  	 	$	1,209,000.00	  	 	$	1,245,000.00	  	 	$	1,283,000.00	  	 	$	1,321,000.00	  	 	$	1,361,000.00	  	 	$	1,402,000.00	  








 ANNEX B 

EXHIBIT C 
 PROVISIONS RELATING TO
PERCENTAGE RENT 
 Percentage Rent for any Fiscal Year shall equal the sum of: 

(a) the product of (i) all Gross Revenues for such Fiscal Year in excess of the Tier 1 Threshold but less than or equal to the Tier 2
Threshold and (ii) the Tier 1 Percentage; plus 
 (b) the product of (i) all Gross Revenues for such Fiscal Year in excess of the
Tier 2 Threshold but less than or equal to the Tier 3 Threshold and (ii) the Tier 2 Percentage; plus 
 (c) the product of (i) all
Gross Revenues for such Fiscal Year in excess of the Tier 3 Threshold and (ii) the Tier 3 Percentage. 
 “Tier 1
Percentage” means fifty-four percent (40%). 
 “Tier 1 Threshold” means $1,900,000.00, increasing at a rate of
three percent (3%) per annum compounded annually for each Fiscal Year. 
 “Tier 2 Percentage” means sixty-five percent
(57%). 
 “Tier 2 Threshold” means $2,220,000.00, increasing at a rate of three percent (3%) per annum compounded
annually for each Fiscal Year. 
 “Tier 3 Percentage” means seventy-five percent (75%). 

“Tier 3 Threshold” means $2,600,000.00, increasing at a rate of three percent (3%) per annum compounded annually for
each Fiscal Year. 
 “Thresholds” means each of the Tier 1 Threshold, the Tier 2 Threshold, and the Tier 3 Threshold.