EX-10.1.1



 Exhibit 10.1.1 

FIRST AMENDMENT TO MANAGEMENT AGREEMENT 

between 
 ESA P
PORTFOLIO OPERATING LESSEE LLC 
 (LESSEE) 

and 
 ESA MANAGEMENT,
LLC 
 (MANAGER) 

July 28, 2014 







 FIRST AMENDMENT TO MANAGEMENT AGREEMENT 

THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made as of July 28, 2014 by and between ESA P PORTFOLIO
OPERATING LESSEE LLC (f/k/a ESA P Portfolio Operating Lessee Inc. (f/k/a BRE/ESA P Portfolio Operating Lessee Inc.)), a Delaware limited liability company (“Lessee”), and ESA MANAGEMENT, LLC, a Delaware limited liability company
(“Manager”). 
 BACKGROUND 

A. Lessee and Manager entered into that certain Management Agreement dated as of November 11, 2013 (the “Original Management
Agreement”) pursuant to which Manager agreed to render certain services in connection with the management and operation of the Hotels (as defined in the Original Management Agreement) to Lessee on the terms and subject to the conditions set
forth in the Management Agreement; 
 B. Lessee and Manager wish to remove two hotels from the Hotels; 

C. Lessee and Manager wish to amend and modify the Original Management Agreement as hereinafter set forth. 

AGREEMENT 
 NOW THEREFORE, in
consideration of the foregoing recitals and the premises and the mutual covenants herein contained, the parties hereto agree as follows: 

1. Amendment. Schedule A of the Original Management Agreement is hereby modified by deleting therefrom the following properties: 

 

					
	 Site #
	  	 Address
	  	 Owner

	 990
	  	1051 Canton Rd., Marietta, GA	  	ESA P Portfolio L.L.C.
	 993
	  	6231 Hwy 85, Riverdale GA	  	ESA P Portfolio L.L.C.

 2. Ratification. All provisions of the Original Management Agreement, as hereby amended, are hereby
ratified and declared to be in full force and effect. All references in the Original Management Agreement to the “Agreement”, “herein”, “hereunder” or terms of similar import shall be deemed to refer to the Original
Management Agreement, as amended by this Agreement. 
 3. Applicable Law. This Agreement shall be construed under, and governed in
accordance with, the laws of the State of New York. 







 4. Successors Bound. This Agreement shall be binding upon and inure to the benefit of
Lessee, its successors and assigns, and shall be binding and inure to the benefit of Manager and its permitted assigns. 
 5.
Headings. Headings of sections are inserted only for convenience and are in no way to be construed as a limitation on the scope of the particular sections to which they refer. 

6. Incorporation of Recitals. The recitals set forth in the preamble of this Agreement are hereby incorporated into this Agreement as
if fully set forth herein. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 2 








 IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed and delivered as
of the date first above written. 
  

			
	LESSEE:
	
	 ESA P PORTFOLIO OPERATING LESSEE LLC,

a Delaware limited liability company

		
	By:	 	 /s/ Ross W. McCanless

	Name:	 	Ross W. McCanless
	Title:	 	Vice President & Secretary


 [Signatures continue on the following page] 

FIRST AMENDMENT TO MANAGEMENT AGREEMENT (P PORTFOLIO)








 
			
	MANAGER:
	
	ESA MANAGEMENT, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ross W. McCanless

	Name:	 	Ross W. McCanless
	Title:	 	Vice President & Secretary


 FIRST AMENDMENT TO MANAGEMENT
AGREEMENT (P PORTFOLIO)