EX-10.1.2



 Exhibit 10.1.2 

SECOND AMENDMENT TO MANAGEMENT AGREEMENT 
 between 
 ESA P PORTFOLIO OPERATING LESSEE INC. 

(LESSEE) 

and 

HVM L.L.C. 

(MANAGER) 

November 30, 2012 







 SECOND AMENDMENT TO MANAGEMENT AGREEMENT 

THIS SECOND AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made as of November 30, 2012 by and between ESA
P PORTFOLIO OPERATING LESSEE INC. (f/k/a BRE/ESA P Portfolio Operating Lessee Inc.), a Delaware corporation (“Lessee”), and HVM L.L.C. (f/k/a Homestead Village Management, LLC), a Delaware limited liability company
(“Manager”). 
 BACKGROUND 
 A. Lessee and Manager entered into that certain Management Agreement dated as of October 8, 2010, as amended by that certain First Amendment to Management Agreement dated as of April 12, 2012
(collectively, as amended, 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 Original Management Agreement; and 
 B. 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. Operating Lease Definition. Paragraph B of the Background Section of the Original Management
Agreement is hereby restated in its entirety to read as follows: 
 “B. The Owners have entered into that
certain Lease Agreement dated as of October 8, 2010 with Lessee (as the same may be amended, restated, supplemented or otherwise modified, the “Operating Lease”) pursuant to which each Owner has leased its applicable Hotel to
Lessee pursuant to the terms thereof;” 
 2. Reimbursement of Certain Expenses. Section 10.2 of the Original
Management Agreement is hereby restated in its entirety to read as follows: 
 “Section 10.2
Reimbursement of Certain Expenses. Notwithstanding the provisions of Article V (but subject to the Annual Business Plan), Lessee shall reimburse Manager for all of the following property-level costs and expenses incurred in managing
and operating the Hotels: (i) the salaries or wages of any officers, directors or employees of Manager or any of Manager’s Affiliates who shall be regularly or temporarily employed or assigned on a full-time basis at the Hotels for the
period of such employment or assignment; (ii) personnel providing in-house legal services to Manager or any of Manager’s Affiliates in connection with matters involving the Hotels, which services shall be charged at rates equal to or less
than Manager’s or such Affiliate’s costs associated with such services (provided, that to the extent such services are provided to Lessee and other lessees, owners or other clients of Manager and/or Manager’s Affiliates








 
on a group rather than on an individual basis, the cost of such services shall be allocated on a fair and equitable basis among Lessee and such other lessees, owners or other clients benefiting
therefrom in the manner, if any, described in the Annual Business Plan); (iii) the out-of-pocket expenses of employees of Manager or any of Manager’s Affiliates incurred in connection with the management and operation of the Hotels
(provided, that to the extent such services are provided to Lessee and other lessees, owners or other clients of Manager and/or Manager’s Affiliates on a group rather than on an individual basis, the cost of such services shall be allocated on
a fair and equitable basis among Lessee and such other lessees, owners or other clients benefiting therefrom in the manner, if any, described in the Annual Business Plan); and (iv) certain other services (including general and administrative)
(collectively, the “Group Services”) best provided to Lessee and other lessees, owners or other clients of Manager and/or Manager’s Affiliates on a group rather than on an individual basis, the cost of which Group Services
shall be allocated on a fair and equitable basis among Lessee and such other lessees, owners or other clients benefiting therefrom in the manner described in the Annual Business Plan, including, without limitation, the following:
(A) advertising, sales and marketing, (B) payroll processed through Automatic Data Processing Inc. (or other companies providing similar services), and MIS support services; (C) accounting services; (D) revenue management;
(E) facilities and purchasing services; (F) information technology services; (G) reservation services; (H) travel agent commissions; and (I) Centralized Services.” 

3. Additional Transition Services. Section 12.5 of the Original Management Agreement is hereby deleted in its entirety and
replaced with the following new Section 12.5 and Section 12.6: 
 “Section 12.5. Additional
Obligations Upon Lender Termination. Capitalized terms used but not otherwise defined in this Section 12.5 shall have the meaning given to such terms in that certain Assignment of Management Agreement and Subordination of Management
Agreement, dated as of the date hereof, by and among Lessee, ESA Canada Operating Lessee, Inc., ESA P Portfolio MD Trust, ESA Canada Administrator L.L.C., ESA Canada Properties Trust, Lender (as defined therein) and Manager (the
“AMA”). Subject to the provisions of Sections 8 and 9 of the AMA, if (I) upon the occurrence of a Termination Event, Lender elects to cause this Agreement to be terminated pursuant to clause (ii) of Section 5(a) of
the AMA, or (II) Manager elects to terminate this Agreement pursuant to Section 12.2 following a foreclosure or deed-in-lieu thereof where Lender or its designee takes title to the Property, then, at the election of Lender (to be
specified in the written notice to Lessee and Manager specified in clause (ii) of Section 5(a) of the AMA), for a period continuing through the earlier of (x) the date that is twenty-four (24) months after the Termination Event
or (y) such earlier date on which Lender provides written notice to Manager that the transition to a replacement manager is complete (the “Transition Period”; the end of the Transition Period being the “Termination
Date” in such case) Manager shall (subject to Lender’s payment and Manager’s receipt of all Management Fees, including reimbursement of all costs and expenses of Manager that are reimbursable under and in accordance with this
Agreement, during the Transition Period): 
 (a) subject to the terms of the AMA, continue to perform all of Manager’s
obligations under the terms of this Agreement and provide reasonable cooperation and assistance to Lender in conducting such diligence and related activities as Lender may from time to time reasonably request in anticipation of and in connection
with the transfer of management of any one or more Individual Properties or any other Collateral to a replacement manager, including in respect of the reservation system, the marketing program and all Intellectual Property utilized by Manager in
operating each Individual Property (such activities, collectively, the “Diligence Activities”); provided, that in connection with any such Diligence Activities, Lender shall pay or reimburse Manager for all out-of-pocket costs and
expenses actually incurred by Manager without duplication of any costs or expenses reimbursed under the Management Agreement or Services Agreement; 

  
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 (b) in order to facilitate the orderly transition as a going concern of the hotel business
conducted at the Properties by Borrower, Lessee and the other Loan Parties and the ability of Lender to transfer that business to a third party subsequent to the commencement of the Transition Period, shall provide reasonable cooperation and
transition assistance to Lender, any successor owner of any one or more Individual Properties and/or any third party replacement manager or management company identified by Lender, which assistance shall consist of the following: (A) complying
with all obligations set forth in Section 12.3 and Section 12.4 of this Agreement for the entire term of the Transition Period, notwithstanding the ninety (90) day period set forth therein, (B) operating the Properties
as part of a national advertising program otherwise applicable to its hotels, (C) including the Properties in the central reservation system for all hotels operated under the ESA Brand and any third party software owned and/or licensed by
Manager and used by Manager or any Person in managing and operating the Collateral, in each case, as provided in this Agreement and substantially in accordance with Manager’s then current practice, (D) subject to any limitations or
restrictions imposed by applicable law, providing reasonable access to, and upon reasonable request transferring to Lender, any successor owner of any one or more Individual Properties and/or any third party replacement manager or management company
identified by Lender (each, a “Transition Party” and collectively, the “Transition Parties”) all guest data (to the extent maintained or compiled by Manager on behalf of Borrower or any other Loan Party) and
Individual Property-level employee data relating to the operation of the Properties, (E) maintaining and cooperating with Lender to effectuate the transfer (to the extent transferable), at Lender’s request and at Lender’s sole cost
and expense, of all licenses, permits, authorizations held by Manager and necessary for the operation of each Individual Property, (F) delivering to the Transition Parties any Hotel Information, financial information and other books and records
relating to the operation of the Individual Properties which are in the control of Manager and which are required to be delivered by Manager under this Agreement or are otherwise reasonably requested, (G) providing onsite access at reasonable
times and upon reasonable notice to the office of Manager for inspection of books and records and observation of operations (which shall not be 

  
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construed to include any training activities) as provided in this Agreement, (H) providing reasonable access to senior management of Manager to discuss the provision of the services
contemplated hereby at reasonable times and upon reasonable notice, (I) subject to any limitations or restrictions imposed by applicable law, providing the Transition Parties with employment records with respect to (1) Individual
Property-level employees that Lender is seeking to transfer and (2) back-office employees that provide services exclusively to one or more Individual Properties; provided, that such employees do not provide services to other assets
managed by Manager (collectively, “Target Employees”), (J) providing reasonable access to Target Employees upon reasonable notice to permit the Transition Parties to offer employment to such employees in connection with such
transfer, (K) providing Centralized Services to the Transition Parties for the operation of the Collateral, subject to the terms and provisions of this Agreement and (L) taking all reasonable steps necessary, subject to availability of
sufficient Property revenue, to keep in full force and effect during the Transition Period all insurance policies and coverages required under this Agreement (such services, collectively, the “Transition Services”); and 

(c) if requested by the Transition Parties, reasonably cooperate with the Transition Parties at no cost or expense to Manager, in
identifying and contracting third-party licensors, vendors and providers of software used or licensed in the operation of the centralized reservation system, website and property management system to secure any required consents necessary for a
Transition Party to continue operating the Collateral. 
 Section 12.6. Survival. The provisions of
Sections 12.3, 12.4, and 12.5 shall survive the expiration or earlier termination of this Agreement.” 

4. Notices. In accordance with Section 17.9 of the Original Management Agreement, the parties hereby designate the following
notice addresses: 
  

			
	If to Lessee:	  	c/o Centerbridge Partners, L.P.
		  	375 Park Avenue
		  	New York, New York 10152
		  	Attention: William D. Rahm
		  	Facsimile No.: (212) 672-5001
		  	Attention: General Counsel and Scott Hopson
		  	Facsimile No.: (212) 672-4501 and (212) 672-4526
		
	and to:	  	c/o Paulson & Co. Inc.
		  	1251 Avenue of the Americas, 50th Floor
		  	New York, New York 10020
		  	Attention: Michael Barr
		  	Facsimile No.: (212) 351-5892
		  	Attention: General Counsel
		  	Facsimile No.: (212) 977-9505


  
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	and to:	  	c/o The Blackstone Group
		  	345 Park Avenue
		  	New York, New York 10154
		  	Attention: A.J. Agarwal
		  	Facsimile No.: (212) 583-5725
		  	Attention: William J. Stein
		  	Facsimile No.: (212) 583-5726
		  	Attention: General Counsel
		  	Facsimile No.: (646) 253-8983
		
	If to Manager:	  	11525 North Community House Road
		  	Charlotte, North Carolina 28277
		  	Attention: Chief Legal Officer
		  	Facsimile No.: (980) 335-3089
		  	Attention: Chief Financial Officer
		  	Facsimile No.: (980) 345-2090

 5. 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. 
 6. Applicable Law. This Agreement shall be construed
under, and governed in accordance with, the laws of the State of New York. 
 7. 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. 
 8. 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. 

9. 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. 
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 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 INC., a Delaware corporation
		
	By:	 	




		 	  

		 	Name:	 	Susanne Clark
		 	Title:	 	Authorized Signatory
	
	MANAGER:
	
	HVM L.L.C., a Delaware limited liability company
		
	By:	 	HVM Manager 2 LLC, a Delaware limited liability company, its manager
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:


 SECOND AMENDMENT TO MANAGEMENT
AGREEMENT (P PORTFOLIO) 







 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 INC, a Delaware corporation
		
	By:	 	  

		 	Name:	 	
		 	Title	 	
	
	MANAGER:
	
	HVM L.L.C., a Delaware limited liability company
		
	By:	 	HVM Manager 2 LLC, a Delaware limited liability company, its manager
			
		 	By:	 	




		 		 	  

		 		 	Name:	 	Vivek Melwani
		 		 	Title:	 	Authorized Signatory


 SECOND AMENDMENT TO MANAGEMENT
AGREEMENT (P PORTFOLIO)