EX-10.9.1



 Exhibit 10.9.1 

 
  

 
 FIRST AMENDMENT TO LOAN
AGREEMENT 
 Dated as of January 31, 2013 
 by and among 
 THE ENTITIES IDENTIFIED ON SCHEDULE I HERETO 

AS BORROWER, 
 collectively, as Borrower 
 and 

ESA P PORTFOLIO MD TRUST, as Maryland Owner 
 ESA CANADA ADMINISTRATOR L.L.C. 
 as Signatory Trustee

 ESA CANADA PROPERTIES TRUST, 
 as Canadian Trust 
 ESA P PORTFOLIO OPERATING LESSEE INC. and
ESA CANADA OPERATING 
 LESSEE INC.  
 collectively, as Operating Lessee  
 NEW ESA CANADA OPERATING
LESSEE LLC and 
 NEW ESA P PORTFOLIO OPERATING LESSEE LLC  

collectively, as Operating Lessee Holdco 
 and 
 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, 

and 
 GERMAN
AMERICAN CAPITAL CORPORATION, 
 and 
 CITIGROUP GLOBAL MARKETS REALTY CORP., 
 and 

BANK OF AMERICA, N.A., 
 and 
 GOLDMAN SACHS MORTGAGE COMPANY, 

collectively, as Lender 
  

 
  







 FIRST AMENDMENT TO LOAN AGREEMENT 

THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of January 31, 2013 (this
“Amendment”), is by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York
10179, GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation having an address at 60 Wall Street, New York, New York 10005, CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation having an address at 388
Greenwich Street, 19th Floor, New York, New York 10013,
BANK OF AMERICA, N.A., a national banking association having an address at One Bryant Park, New York, New York 10026 and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership having an address at 200 West Street, New
York, New York 10282 (together with their respective successors and assigns, each, a “Co-Lender” and, collectively, “Lender”), THE ENTITIES IDENTIFIED ON SCHEDULE I HERETO (together with their respective
successors and assigns, each, an “Individual Borrower” and, collectively, “Borrower”), ESA P PORTFOLIO MD TRUST, a Delaware statutory trust, having an office at 11525 North Community House Road, Suite
100, Charlotte, North Carolina 28277 (together with its successors and assigns, collectively, “Maryland Owner”), ESA CANADA ADMINISTRATOR L.L.C., a Delaware limited liability company, having an office at 11525 North Community
House Road, Suite 100, Charlotte, North Carolina 28277 (together with its successors and assigns, “Signatory Trustee”), ESA CANADA PROPERTIES TRUST, a Delaware statutory trust, having an office at 11525 North
Community House Road, Suite 100, Charlotte, North Carolina 28277 (together with its successors and assigns, “Canadian Trust”), ESA P PORTFOLIO OPERATING LESSEE INC., a Delaware corporation, and ESA CANADA OPERATING
LESSEE INC., an Ontario corporation, each having an office at 11525 North Community House Road, Suite 100, Charlotte, North Carolina 28277 (together with their respective successors and assigns, collectively, “Operating
Lessee”), and NEW ESA P PORTFOLIO OPERATING LESSEE LLC, a Delaware limited liability company, and NEW ESA CANADA OPERATING LESSEE LLC, a Delaware limited liability company, each having an office at 11525 North
Community House Road, Suite 100, Charlotte, North Carolina 28277 (together with their respective successors and assigns, collectively, “Operating Lessee Holdco”). 

W I T N E S S E T H: 

WHEREAS, Lender has made a loan in the original principal amount of Two Billion Five Hundred Twenty Million and No/100
Dollars ($2,520,000,000.00) (the “Loan”) to Borrower pursuant to that certain Loan Agreement, dated as of November 30, 2012 (the “Original Loan Agreement”), by and among Borrower and the other Loan Parties
thereto and Lender, which Loan is evidenced by the Loan Agreement and the other Loan Documents (as defined in the Original Loan Agreement); and 
 WHEREAS, Borrower and Lender desire to execute this Amendment in order to amend the Original Loan Agreement (the Original Loan Agreement, as so amended by this Amendment, the
“Amended Loan Agreement”) as set forth herein. 







 NOW, THEREFORE, in consideration of the agreements set forth in this Amendment
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows: 
 A G R E E M E N T: 
 Section 1. Amendments to
Section 1.1 Original Loan Agreement (Definitions). 
 (a) The definitions of “Component A-6” and
“Component A-7” set forth in Section 1.1 of the Original Loan Agreement and all references thereto are hereby deleted in their entirety. 
 (b) The definition of “Component A” set forth in Section 1.1 of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following: 

“Component A” shall mean, collectively, Component A-1, Component A-2, Component A-3, Component A-4 and Component
A-5. 
 (c) The definition of “Interest Period” set forth in Section 1.1 of the Original Loan Agreement is hereby
deleted in its entirety and replaced with the following: 
 “Interest
Period” shall mean (a) with respect to Component A, in connection with the calculation of interest accrued with respect to (i) the Payment Date occurring in January 2013, the period commencing on and including the first
(1st) day of the preceding calendar month ending on and including the final calendar day of such calendar month and (ii) with respect to the Payment Date in February 2013 and any subsequent specified Payment Date, the period commencing on
and including the fifth (5th) day of the calendar month
preceding such Payment Date and ending on and including the fourth (4th) day of the calendar month in which such Payment Date occurs and (b) with respect to Component B and Component C, the period commencing on and including the first (1st) day of each calendar
month during the term of the Loan and ending on and including the final calendar day of such calendar month; provided, however, the initial Interest Period shall commence on and include the Closing Date and shall end on and include the final
calendar day of the calendar month in which the Closing Date occurs. 
 (d) The following definitions are hereby added to
Section 1.1 of the Original Loan Agreement in the appropriate alphabetical order: 
 “Component A Free
Prepayment Credit” shall mean, as of any date of determination, an amount equal to any mandatory prepayment made on or prior to such date and applied to Component A in an amount not to exceed (x) the Component A Free Prepayment
Amount less (y) the amount of any voluntary prepayment previously applied to the Component A Free Prepayment Amount in accordance with Section 2.4.4 hereof. 
 “Component B Free Prepayment Credit” shall mean, as of any date of determination, an amount equal to any mandatory prepayment made on or prior to such date and applied to
Component B in an amount not to exceed (x) the Component B Free Prepayment Amount less (y) the amount of any voluntary prepayment previously applied to the Component B Free Prepayment Amount in accordance with Section 2.4.4 hereof.


  
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 “Component C Free Prepayment Credit” shall mean, as of any date of
determination, an amount equal to any mandatory prepayment made on or prior to such date and applied to Component C in an amount not to exceed (x) the Component C Free Prepayment Amount less (y) the amount of any voluntary prepayment
previously applied to the Component C Free Prepayment Amount in accordance with Section 2.4.4 hereof. 
 (e) The definition
of “Monthly Debt Service Payment Amount” set forth in Section 1.1 of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following: 

“Monthly Debt Service Payment Amount” shall mean commencing on the Payment Date occurring in January 2013 and
continuing to and including the Maturity Date, an amount equal to the interest which accrues on each Component of the Loan for (a) with respect to Component A, (i) in connection with the January 2013 Payment Date, the immediately preceding
Interest Period and (ii) in connection with the Payment Date in February 2013 and any subsequent specified Payment Date, the Interest Period in which such Payment Date occurs and (b) with respect to Component B and Component C, the
immediately preceding Interest Period, in each case calculated in accordance with Section 2.2 hereof. 
 (f) The definition
of “Spread” set forth in Section 1.1 of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following: 
 “Spread” shall mean, (a) with respect to Component A-1, 0.81350000%, (b) with respect to Component A-2, 1.60765126%, (c) with respect to Component A-3, 2.00765126%,
(d) with respect to Component A-4, 2.40765126% and (e) with respect to Component A-5, 4.04765126%. 
 Section 2.
Amendment to Section 2.1.2 of the Original Loan Agreement (Components of the Loan). Section 2.1.2 of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following: 

2.1.2 Components of the Loan. For the purpose of computing interest payable from time to time on the principal
amount of the Loan and certain other computations set forth herein, the principal balance of the Loan shall be divided into Component A, Component B and Component C. The principal amount and Interest Rate of each of the Components shall be as
follows: 
  

							
	 Component
	  	Principal Amount	 	  	 Interest Rate

	 A-1
	  	$	52,500,000.00	  	  	 Floating Interest Rate

	 A-2
	  	$	129,500,000.00	  	  	 Floating Interest Rate

	 A-3
	  	$	62,000,000.00	  	  	 Floating Interest Rate

	 A-4
	  	$	52,000,000.00	  	  	 Floating Interest Rate

	 A-5
	  	$	54,000,000.00	  	  	 Floating Interest Rate

	 B
	  	$	350,000,000.00	  	  	 Fixed Interest Rate

	 C
	  	$	1,820,000,000.00	  	  	 Fixed Interest Rate



  
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 Section 3. Amendment to Section 2.2.1 (Interest Rate).
Section 2.2.1(a) of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following: 

“Subject to the provisions of this Section 2.2, interest on the outstanding principal balance of Component A shall
accrue from (and including) the Closing Date to the last day of the Interest Period during which the Maturity Date occurs at the Floating Interest Rate. Borrower shall pay to Lender on each Payment Date the interest accrued (or to be accrued) on
Component A for the related Interest Period.” 
 Section 4. Amendment to Section 2.3.1 (Monthly Debt Service
Payment Amounts). Section 2.3.1 of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following: 
 “2.3.1 Monthly Debt Service Payment Amounts. Borrower shall pay to Lender (a) on the Closing Date, an amount equal to interest only on the outstanding principal balance of the Loan
from the Closing Date up to and including November 30, 2012, which interest shall be calculated in accordance with the provisions of Section 2.2 hereof and (b) commencing on the Payment Date occurring in January 2013 and on
each Payment Date thereafter up to and including the Maturity Date, Borrower shall make a payment to Lender equal to the Monthly Debt Service Payment Amount, which payments shall be applied to interest accrued (i) with respect to Component A,
(x) in connection with Payment Date occurring in January 2013, for the related Interest Period immediately preceding such Payment Date and (y) in connection with the Payment Date occurring in February 2013 and any subsequent specified
Payment Date, for the Interest Period in which the related Payment Date occurs and (ii) with respect to Component B and Component C, for the related Interest Period immediately preceding such Payment Date. If Lender accepts a Monthly Debt
Service Payment Amount after the occurrence and during the continuance of an Event of Default, the application of interest set forth in the preceding sentence shall not include the amount by which interest at the Default Rate exceeds interest at the
Interest Rate which shall be applied by Lender in such order and priority as Lender may determine in its sole and absolute discretion.” 

  
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 Section 5. Amendment to Section 2.3.2 (Payments Generally).
Section 2.3.2 of the Original Loan Agreement is deleted in its entirety and replaced with the following: 
 “2.3.2
Payments Generally. For purposes of making payments hereunder (but not for purposes of calculating Interest Periods), if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the
immediately preceding Business Day and with respect to payments of principal due on any Component of the Loan on the applicable Maturity Date, interest shall be payable at the related Interest Rate or the Default Rate, as the case may be, through
and including (x) with respect to Component A, the last day of the applicable Interest Period during which such Maturity Date occurs and (y) with respect to Component B and Component C, the day immediately preceding such Maturity Date. All
amounts due under this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever.” 
 Section 6. Amendments to Section 2.4 (Prepayments). 
 (a)
Section 2.4.4(a) of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following: 
 “Any voluntary prepayment of the principal of the Loan pursuant to Section 2.4.1 hereof in whole or in part, made on or prior to the twelfth (12th) Payment Date after the Prepayment Start Date shall be applied
(i) first, to the reduction of the outstanding principal balance of Component A-1 until Component A-1 is reduced to zero, (ii) second, to the reduction of the outstanding principal balance of Component B until the outstanding principal
balance of Component B has been reduced by prepayments in an aggregate amount not to exceed $157,500,000.00, (iii) third, to the reduction of the outstanding principal balance of Component C until the outstanding principal balance of Component
C has been reduced by prepayments in an aggregate amount not to exceed $157,500,000.00, (iv) fourth, to the reduction of the outstanding principal balance of Component A-2 by an amount equal to the remaining Component A Free Prepayment Credit,
if any, that has not been previously applied to any voluntary prepayments of Component A in accordance with this Section 2.4.4, (v) fifth, to the reduction of the outstanding principal balance of Component B by an amount equal to
the lesser of (x) the amount required to reduce the original principal balance of Component B by $182,000,000.00 (taking into account all prepayments applied to Component B pursuant to Section 2.4.4 hereof, including all amounts
paid pursuant to clause (ii) above and this clause (v)) and (y) the remaining Component B Free Prepayment Credit, if any, that has not been previously applied to any voluntary prepayments of Component B in accordance with this
Section 2.4.4, (vi) sixth, to the reduction of the outstanding principal balance of Component A-3, Component A-4 and Component A-5, pro rata in an amount equal to the lesser of (x) the outstanding principal balance of
Component A or (y) the remaining Component A Free Prepayment Credit, if any, that has not been previously applied to any voluntary prepayments of Component A in accordance with this Section 2.4.4, (vii) seventh, to the
reduction of the outstanding principal balance of Component B by an amount equal to the remaining Component B Free Prepayment Credit, if any, that has not been previously applied to any voluntary prepayments of Component B in accordance with this
Section 2.4.4 (viii) eighth, to the reduction of the outstanding principal balance of Component C by an amount equal to the remaining Component C Free Prepayment Credit, if any, that has not been previously applied to any voluntary
prepayments of Component C in accordance with this Section 2.4.4, (ix) ninth, after the Prepayment Release Date for Component A, to the outstanding principal balance of Component A-2 until Component A-2 is reduced to zero, and
(x) tenth, after the Prepayment Release Date for Component A, to the reduction of the outstanding principal balance of Component A-3, Component A-4 and Component A-5, pro rata until Component A is reduced to zero.” 

  
 -5-









 (b) Section 2.4.4(b) of the Original Loan Agreement is hereby deleted in its entirety
and replaced with the following: 
 “Any voluntary prepayment of the principal of the Loan pursuant to
Section 2.4.1 hereof, in whole or in part, made after the twelfth (12th) Payment Date after the Prepayment Start Date shall be applied (i) first, to the reduction of the outstanding principal balance of Component A-1 until Component A-1 is reduced to zero,
(ii) second, to the reduction of the outstanding principal balance of Component B until the outstanding principal balance of Component B has been reduced by prepayments in an aggregate amount not to exceed $157,500,000.00, (iii) third, to
the reduction of the outstanding principal balance of Component A-2 by an amount equal to the Component A Free Prepayment Credit, if any, that has not been previously applied to any voluntary prepayments of Component A in accordance with this
Section 2.4.4, (iv) fourth, to the reduction of the outstanding principal balance of Component B by an amount equal to the lesser of (x) the amount required to reduce the original principal balance of Component B by
$182,000,000.00 (taking into account all prepayments applied to Component B pursuant to Section 2.4.4 hereof, including all amounts paid pursuant to clause (ii) above and this clause (iv)) and (y) the remaining Component B Free
Prepayment Credit, if any, that has not been previously applied to any voluntary prepayments of Component B in accordance with this Section 2.4.4, (v) fifth, to the reduction of the outstanding principal balance of Component A-3,
Component A-4 and Component A-5, pro rata in an amount equal to the lesser of (x) the outstanding principal balance of Component A or (y) the remaining Component A Free Prepayment Credit, if any, that has not been previously applied
to any voluntary prepayments of Component A in accordance with this Section 2.4.4 (vi) sixth, to the reduction of the outstanding principal balance of Component B by an amount equal to the remaining Component B Free Prepayment
Credit, if any, that has not been previously applied to any voluntary prepayments of Component B in accordance with this Section 2.4.4, (vii) seventh, to the outstanding principal balance of Component A-2 until Component A-2 is
reduced to zero; (viii) eighth, to the reduction of the outstanding principal balance of Component B until the outstanding principal balance of Component B has been reduced by prepayments in an aggregate amount not to exceed $182,000,000
(including all amounts paid pursuant to any other applicable provision of this Section 2.4.4), (ix) ninth, to the reduction of the outstanding principal balance of Component A-3, Component A-4 and Component A-5, pro rata
until Component A is reduced to zero, (x) tenth, to the outstanding principal balance of Component B until Component B is reduced to zero, and (xi) eleventh, to the reduction of the outstanding principal balance of Component C, until
Component C is reduced to zero (first to the remaining outstanding portion of the Component C Free Prepayment Amount, if any, and then to the remaining outstanding principal balance of Component C).” 

(c) Section 2.4.4(c) of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following: 

“Any mandatory prepayment of the principal of the Loan pursuant to Section 2.4.2 hereof, made on or prior to the twelfth
(12th) Payment Date after the Prepayment Start Date, shall be applied (i) first, to the reduction of the outstanding principal balance of 

  
 -6-









 
Component A-1 until Component A-1 is reduced to zero, (ii) second, to the reduction of the outstanding principal balance of Component B until the outstanding principal balance of Component B
has been reduced by prepayments in an aggregate amount not to exceed $157,500,000.00, (iii) third, to the reduction of the outstanding principal balance of Component C until the outstanding principal balance of Component C has been reduced by
prepayments in an aggregate amount not to exceed $157,500,000.00, (iv) fourth, to the reduction of the outstanding principal balance of Component A-2 until Component A-2 is reduced to zero, (v) fifth, to the reduction of the outstanding
principal balance of Component B until the outstanding principal balance of Component B has been reduced by prepayments in an aggregate amount not to exceed $182,000,000.00 (including all amounts paid pursuant to any other applicable provision of
this Section 2.4.4), (vi) sixth, to the reduction of the outstanding principal balance of Component A-3, Component A-4 and Component A-5, pro rata until Component A is reduced to zero, (vii) seventh, to the reduction of
the outstanding principal balance of Component B, until Component B is reduced to zero, and (viii) eighth, to the reduction of the outstanding principal balance of Component C, until Component C is reduced to zero. Any mandatory prepayment
applied pursuant to this Section 2.4.4(c) shall not reduce any Free Prepayment Amount.” 
 (d) The
following is hereby added to the Original Loan Agreement as Section 2.4.4(d): 
 “Any mandatory prepayment of the
principal of the Loan pursuant to Section 2.4.2 hereof, made after to the twelfth (12th) Payment Date after the Prepayment Start Date, shall be applied (i) first, to the reduction of the outstanding principal balance of
Component A-1 until Component A-1 is reduced to zero, (ii) second, to the reduction of the outstanding principal balance of Component B until the outstanding principal balance of Component B has been reduced by prepayments in an aggregate
amount not to exceed $157,500,000.00, (iii) third, to the reduction of the outstanding principal balance of Component A-2 until Component A-2 is reduced to zero, (iv) fourth, to the reduction of the outstanding principal balance of
Component B until the outstanding principal balance of Component B has been reduced by prepayments in an aggregate amount not to exceed $182,000,000.00 (including all amounts paid pursuant to any other applicable provision of this
Section 2.4.4), (v) fifth, to the reduction of the outstanding principal balance of Component A-3, Component A-4 and Component A-5, pro rata until Component A is reduced to zero, (vi) sixth, to the reduction of the
outstanding principal balance of Component B, until Component B is reduced to zero, and (vii) seventh, to the reduction of the outstanding principal balance of Component C, until Component C is reduced to zero. Any mandatory prepayment applied
pursuant to this Section 2.4.4(d) shall not reduce any Free Prepayment Amount.” 
 (e) The following is hereby
added to the Original Loan Agreement as Section 2.4.4(e): 
 “Notwithstanding anything to the contrary contained
herein, (i) the Component A Free Prepayment Credit, the Component B Free Prepayment Credit and the Component C Free Prepayment Credit shall be applied in the manner set forth in Sections 2.4.4(a) and 2.4.4(b) notwithstanding
whether the applicable Prepayment Release Date has occurred and in each case without payment of a Prepayment Premium or Yield Maintenance Premium, (ii) the first $52,500,000.00 of voluntary prepayments made pursuant to Section 2.4.1
hereof and applied to 

  
 -7-









 
Component A in the manner set forth in Sections 2.4.4(a) and 2.4.4(b) shall constitute the Component A Free Prepayment Amount and shall be applied without payment of a Prepayment
Premium, (iii) the first $157,500,000.00 of voluntary prepayments made pursuant to Section 2.4.1 hereof and applied to Component B in the manner set forth in Sections 2.4.4(a) and 2.4.4(b) shall constitute the
Component B Free Prepayment Amount and shall be applied without payment of a Yield Maintenance Premium and (iv) the first $157,500,000.00 of voluntary prepayments made pursuant to Section 2.4.1 hereof and applied to Component C in
the manner set forth in Sections 2.4.4(a) and 2.4.4(b) shall constitute the Component C Free Prepayment Amount and shall be applied without payment of a Yield Maintenance Premium.” 

Section 7. Amendments to Section 9.1.2 (Loan Components; Mezzanine Loans). Section 9.1.2 of the Original Loan
Agreement is hereby amended by deleting all references to Component A-6 and Component A-7. 
 Section 8. Omnibus
Amendment. As of the date hereof, each reference in any of the Loan Documents to the defined terms which have been modified pursuant to this Amendment shall be deemed to be a reference to each such defined term as so modified. 

Section 9. Ratification. By their signatures below, each Guarantor hereby agrees and consents to this Amendment and ratifies
and confirms as to itself all of the terms and provisions set forth in the Guaranty and each of the other Loan Documents to which it is a party (as each of the Loan Documents are amended or otherwise modified on the date hereof by this Amendment),
and each agrees that their respective obligations and liabilities under such agreements shall continue without impairment or limitation by reason of this Amendment. Except as modified and amended by this Amendment, the Original Loan Agreement and
the respective obligations of Lender, Borrower and Guarantor thereunder and in respect of the Loan shall remain unmodified and in full force and effect. 
 Section 10. Waiver. Borrower hereby waives all offsets, defenses and claims it may have against Lender that accrued on or before the date hereof. 

Section 11. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. 
 Section 12. Intentionally Omitted. 

Section 13. No Further Modification. No further modification, amendment, extension, discharge, termination or waiver hereof
shall be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. 

Section 14. Governing Law. This Amendment shall be construed and enforced in accordance with the laws of the State of New
York, without regard to its conflicts of law principles (other than Section 5-1401 of the New York General Obligations Law). If any provision hereof is not enforceable, the remaining provisions of this Amendment shall be enforced in accordance
with their terms. 

  
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 Section 15. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument. 
 Section 16. References to
Loan Agreement. All references in the Loan Documents to the “Loan Agreement” shall mean the Amended Loan Agreement. 
 Section 17. Entire Agreement. This Amendment constitutes the entire agreement between Borrower and Lender with respect to subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral, among the parties with respect to the subject matter hereof. 
 Section 18.
Defined Terms. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Original Loan Agreement. 
 Section 19. Exculpation. The provisions of Section 9.4 of the Original Loan Agreement are hereby incorporated by reference into this Amendment to the same extent and with the same force
as if fully set forth herein. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their duly authorized representatives, all as of the day and year first above written. 
  

					
	BORROWER:
	
	ESA P PORTFOLIO L.L.C., a Delaware limited liability company
		
	By:	 	




		 	Name:	 	Susanne V. Clark
		 	Title:	 	Authorized Signatory
	
	ESA P PORTFOLIO MD BORROWER L.L.C., a Delaware limited liability company
		
	By:	 	




		 	Name:	 	Susanne V. Clark
		 	Title:	 	Authorized Signatory
	
	ESH/TN PROPERTIES L.L.C., a Delaware limited liability company
		
	By:	 	




		 	Name:	 	Susanne V. Clark
		 	Title:	 	Authorized Signatory
	
	ESA CANADA PROPERTIES BORROWER L.L.C., a Delaware limited liability company
		
	By:	 	




		 	Name:	 	Susanne V. Clark
		 	Title:	 	Authorized Signatory


 First Amendment to Loan Agreement 







 
					
	MARYLAND OWNER:
	
	ESA P PORTFOLIO MD TRUST, a Delaware statutory trust
		
	By:	 	




		 	Name:	 	Susanne V. Clark
		 	Title:	 	Authorized Signatory
	
	CANADIAN OWNER:
	
	ESA CANADA PROPERTIES TRUST, a Delaware statutory trust
		
	By:	 	




		 	Name:	 	Susanne V. Clark
		 	Title:	 	Authorized Signatory
	
	SIGNATORY TRUSTEE:
	
	ESA CANADA ADMINISTRATOR L.L.C., a Delaware limited liability company
		
	By:	 	




		 	Name:	 	Susanne V. Clark
		 	Title:	 	Authorized Signatory
	
	OPERATING LESSEE:
	
	ESA P PORTFOLIO OPERATING LESSEE INC., a Delaware corporation
		
	By:	 	




		 	Name:	 	Susanne V. Clark
		 	Title:	 	Authorized Signatory


 First Amendment to Loan Agreement 







 
					
	ESA CANADA OPERATING LESSEE INC., an Ontario corporation
		
	By:	 	




		 	Name:	 	Susanne V. Clark
		 	Title:	 	Authorized Signatory
	
	OPERATING LESSEE HOLDCO:
	
	NEW ESA P PORTFOLIO OPERATING LESSEE LLC., a Delaware limited liability company
		
	By:	 	




		 	Name:	 	Susanne V. Clark
		 	Title:	 	Authorized Signatory
	
	NEW ESA CANADA OPERATING LESSEE LLC, a Delaware limited liability company
		
	By:	 	




		 	Name:	 	Susanne V. Clark
		 	Title:	 	Authorized Signatory


 First Amendment to Loan Agreement 







 
					
	LENDER:
	
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
		
	By:	 	




		 	Name:	 	Joseph E. Geoghan
		 	Title:	 	Managing Director









 
					
	GERMAN AMERICAN CAPITAL CORPORATION
		
	By:	 	




		 	Name:	 	Robert W. Pettinato
		 	Title:	 	Managing Director
		
	By:	 	




		 	Name:	 	Stephen H. Choe
		 	Title:	 	Director









 
					
	CITIGROUP GLOBAL MARKETS REALTY CORP.
		
	By:	 	




		 	Name: Harry Kramer
		 	Title:   Authorized Signatory









 
					
	BANK OF AMERICA, N.A.
		
	By:	 	




		 	Name:	 	David S. Fallick
		 	Title:	 	Managing Director









 
					
	GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
		
	By:	 	




		 	Name:	 	Rene J. Theriault
		 	Title:	 	Authorized Signatory









 
							
	ACKNOWLEDGED AND AGREED:
	
	BLACKSTONE REAL ESTATE PARTNERS VI L.P., a Delaware limited partnership
		
	By:	 	Blackstone Real Estate Associates VI, L.P., a Delaware limited partnership, its General Partner
				
		 		 	By:	 	BREA VI L.L.C., a Delaware limited liability company, its General Partner
				
		 		 	By:	 	




		 		 		 	Name:
		 		 		 	Title:
	
	BLACKSTONE REAL ESTATE PARTNERS (AIV) VI L.P., a Delaware limited partnership
		
	By:	 	Blackstone Real Estate Associates VI, L.P., a Delaware limited partnership, its General Partner
				
		 		 	By:	 	BREA VI L.L.C., a Delaware limited liability company, its General Partner
				
		 		 	By:	 	




		 		 		 	Name:
		 		 		 	Title:


 First Amendment to Loan Agreement 







 
							
	BLACKSTONE REAL ESTATE PARTNERS VI.TE.1 L.P., a Delaware limited partnership
		
	By:	 	Blackstone Real Estate Associates VI, L.P., a Delaware limited partnership, its General Partner
				
		 		 	By:	 	BREA VI L.L.C., a Delaware limited liability company, its General Partner
				
		 		 	By:	 	




		 		 		 	Name:
		 		 		 	Title:
	
	BLACKSTONE REAL ESTATE PARTNERS VI.TE.2 L.P., a Delaware limited partnership
		
	By:	 	Blackstone Real Estate Associates VI, L.P., a Delaware limited partnership, its General Partner
				
		 		 	By:	 	BREA VI L.L.C., a Delaware limited liability company, its General Partner
				
		 		 	By:	 	




		 		 		 	Name:
		 		 		 	Title:


 First Amendment to Loan Agreement 







 
							
	BLACKSTONE REAL ESTATE PARTNERS VI.F L.P., a Delaware limited partnership
		
	By:	 	Blackstone Real Estate Associates VI, L.P., a Delaware limited partnership, its General Partner
				
		 		 	By:	 	BREA VI L.L.C., a Delaware limited liability company, its General Partner
				
		 		 	By:	 	




		 		 		 	Name:
		 		 		 	Title:
	
	BLACKSTONE REAL ESTATE HOLDINGS VI L.P., a Delaware limited partnership
		
	By:	 	BREP VI Side-by-Side GP L.L.C., a Delaware limited liability company, its General Partner
		
	By:	 	




		 		 	Name:
		 		 	Title:


 First Amendment to Loan Agreement 







 
									
	CENTERBRIDGE CAPITAL PARTNERS, L.P., a Delaware limited partnership
			
		 	By:	 	Centerbridge Associates, L.P., a Delaware limited partnership, its General Partner
				
		 		 	By:	 	Centerbridge GP Investors, LLC, a Delaware limited liability company, its General Partner
				
		 		 	By:	 	




		 		 		 	Name:	 	Susanne V. Clark
		 		 		 	Title:	 	Authorized Signatory


 First Amendment to Loan Agreement 







 
					
	PAULSON ADVANTAGE PLUS MASTER LTD., an Exempted Company incorporated in the Cayman Islands with limited liability
		
	By:	 	




		 	Name:	 	MICHAEL WALDORF
		 	Title:	 	Authorized Signatory


 First Amendment to Loan Agreement