EX-10.4.2



 Exhibit 10.4.2 
 EXECUTION VERSION 
 SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT

 THIS SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT (this “Amendment”), entered into and effective as of
December 13, 2012 (the “Amendment Effective Date”), by and between ESH STRATEGIES BRANDING LLC, a Delaware limited liability company (“Licensor”), and ESA P PORTFOLIO OPERATING LESSEE INC., a Delaware
corporation (“Licensee”). 
 W I T N E S S E T H: 

WHEREAS Licensor and Licensee are parties to that certain Trademark License Agreement dated October 8, 2010, as amended by that
certain First Amendment to Trademark License Agreement dated November 30, 2012 (the “Original Trademark License Agreement”); and 
 WHEREAS Licensor and Licensee each wish to further amend the Original Trademark License Agreement as set forth below. 
 NOW, THEREFORE, in consideration of the foregoing recitals and the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows: 
 1. All capitalized terms used herein but not defined shall have the
meanings ascribed to them in the Original Trademark License Agreement. 
 2. Schedule C of the Original Trademark License
Agreement is hereby modified by deleting therefrom the following properties: 
  

							
	  	  	State	  	Site #	  	 Address

	1.	  	AK	  	N/A	  	812 Barrow Street, Anchorage, AK
				
	46.	  	CA	  	875	  	5355 Farwell Place, Fremont, CA
				
	334.	  	MN	  	3527	  	4700 78th Street West [Vacant Land], Bloomington, MN

 3. Schedule C of the Original Trademark License Agreement is hereby further modified by adding to
Schedule C each of the properties listed on Schedule I hereto. 
 4. Except as expressly set forth in this Amendment, the
Original Trademark License Agreement continues and remains unmodified and in full force and effect, and the Original Trademark License Agreement as hereby amended is ratified and confirmed. 

5. All references in the Original Trademark License Agreement to “this Agreement” shall hereafter be deemed to refer to the
Original Trademark License Agreement as amended by this Amendment. 







 6. 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. 
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BLANK] 







 IN WITNESS WHEREOF, Licensor and Licensee have caused this Amendment to be duly executed on
their behalf in the manner legally binding upon them. 
  

			
	LICENSOR:
	
	 ESH STRATEGIES BRANDING LLC,
 a Delaware limited liability company

		
	By:	 	/s/ Vivek Melwani
		 	Name: Vivek Melwani
		 	Title:   Authorized Signatory


 [Signatures continue on following page] 

  
 [Signature
Page to Second Amendment to Trademark License Agreement] 








 
			
	LICENSEE:
	
	 ESA P PORTFOLIO OPERATING LESSEE INC.,
 a Delaware corporation

		
	By:	 	/s/ William Rahm
		 	Name: William Rahm
		 	Title:   Authorized Signatory



  
 [Signature
Page to Second Amendment to Trademark License Agreement] 








 Schedule I 

 

							
	  	  	 State
	  	Site #	  	 Address

	664.	  	FL	  	9638	  	3873 West Commercial Blvd., Tamarac, FL
				
	665.	  	FL	  	9639	  	8720 NW 33rd St., Doral, FL
				
	666.	  	FL	  	9642	  	7550 State Road 84, Davie, FL
				
	667.	  	FL	  	9643	  	330 Grand Regency Blvd., Brandon, FL
				
	668.	  	FL	  	9644	  	2311 Ulmerton Road, Clearwater, FL
				
	669.	  	FL	  	9645	  	5401 Beaumont Center Blvd., East Tampa, FL
				
	670.	  	GA	  	9648	  	7049 Jimmy Carter Blvd., Norcross, GA
				
	671.	  	MD	  	9661	  	939 International Drive, Linthicum Heights, MD
				
	672.	  	MD	  	9663	  	20141 Century Blvd., Germantown, MD
				
	673.	  	NC	  	9684	  	4505 NC Highway 55, Durham, NC
				
	674.	  	NC	  	9685	  	4810 Bluestone Dr., Raleigh, NC
				
	675.	  	VA	  	9720	  	4504 Brookfield Corporate Dr., Chantilly, VA
				
	676.	  	VA	  	9721	  	45350 Catalina Ct., Sterling, VA
				
	677.	  	VA	  	9722	  	12104 Monument Dr., Fairfax, VA
				
	678.	  	VA	  	9723	  	8281 Willow Oaks Corporate Dr., Fairfax, VA
				
	679.	  	VA	  	9724	  	12190 Sunset Hills, Reston, VA
				
	680.	  	VA	  	9726	  	10961 West Broad St., Glen Allen, VA