FRANCHISE DISCLOSURE DOCUMENT HAMPTON INNS ...

FRANCHISE DISCLOSURE DOCUMENT 

HAMPTON INNS FRANCHISE LLC 

Hampton Inn 

Hampton Inn & Suites 

A Delaware Limited Liability Company 

7930 Jones Branch Drive, Suite 1100 

McLean, Virginia 22102 

(703) 883-1000 

www.hamptonfranchise.com 

The franchisee will use the Hampton Inn System, under a Franchise License Agreement with 

Hampton Inns Franchise LLC, to operate a high quality Hampton Inn hotel at moderate prices or a 

high quality Hampton Inn & Suites hotel, which combines standard guest rooms with a significant 

block of two-room suites in a single hotel property (guest rooms and guest suites are referred to as 

“Guest Rooms”) at moderate prices. 

The total investment necessary, excluding real property, to begin operation of a newly constructed 52 

room Hampton Inn hotel ranges from $3,745,500 to $6,720,000, including up to $105,000 that must 

be paid to the franchisor or affiliate, and for a newly constructed 80 room Hampton Inn hotel ranges 

from $5,677,500 to $9,946,000, including up to $105,000 that must be paid to the franchisor or its 

affiliate. The total investment necessary, excluding real property, to begin operation of a newly 

constructed 101 room/suite Hampton Inn & Suites hotel ranges from $7,693,500 to $13,114,000, 

including up to $105,000 that must be paid to the franchisor or affiliate. 

This disclosure document summarizes certain provisions of your franchise agreement and other 

information in plain English. Read this disclosure document and all accompanying agreements 

carefully. You must receive this disclosure document at least 14 calendar days before you sign a 

binding agreement with, or make any payment to the franchisor or an affiliate in connection with the 

proposed franchise sale. Note, however, that no government agency has verified the information 

contained in this document. 

The terms of your contract will govern your franchise relationship. Don’t rely on the disclosure 

document alone to understand your contract. Read all of your contract carefully. Show your contract 

and this disclosure document to an advisor, like a lawyer or accountant. 

Buying a franchise is a complex investment. The information in this disclosure document can help you 

make up your mind. More information on franchising, such as “A Consumer’s Guide to Buying a 

Franchise,” which can help you understand how to use this disclosure document is available from the 

Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 

600 Pennsylvania Avenue, NW, Washington, DC 20580. You can also visit the FTC‘s home page at 

www.ftc.gov for additional information. Call your state agency or visit your public library for other 

sources of information on franchising. 

There may also be laws on franchising in your state. Ask your state agencies about them. 

Issuance Date: March 31, 2011 

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March 31, 2011 Hampton

STATE COVER PAGE 

Your state may have a franchise law that requires a franchisor to register or file with a state franchise 

administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A 

STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS 

VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT. 

Call the state franchise administrator listed in Exhibit I for information about the franchisor, about other 

franchisors, or about franchising in your state. 

MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY 

AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH 

DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR 

BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR 

FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO 

RENEW. 

Please consider the following RISK FACTORS before you buy this franchise. 

1. THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY 

LITIGATION ONLY IN FAIRFAX COUNTY, VIRGINIA, UNLESS WE SUE YOU WHERE THE 

HOTEL IS LOCATED. IF THE COURT REJECTS THESE VENUE SELECTIONS, THEN SUIT 

MAY BE BROUGHT IN NEW YORK, NEW YORK. OUT OF STATE LITIGATION MAY 

FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY 

ALSO COST MORE TO SUE US IN NEW YORK OR VIRGINIA THAN IN YOUR HOME 

STATE. 

2. THE FRANCHISE AGREEMENT STATES THAT NEW YORK LAW GOVERNS THE 

AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND 

BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS. 

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE. 

Effective Date: See the next page for state effective dates. 

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Effective Dates 

The following states require that the Franchise Disclosure Document be registered or filed with the 

state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, 

Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and 

Wisconsin. 

This Franchise Disclosure Document is registered, on file or exempt from registration in the following 

states having franchise registration and disclosure laws, with the following effective dates: 

California 

Hawaii 

Illinois 

Indiana 

Maryland 

Michigan 

Minnesota 

New York 

North Dakota 

Rhode Island 

South Dakota 

Virginia 

Washington 

Wisconsin 

In all other states, the effective date of this Franchise Disclosure Document is the Issuance Date of 

March 31, 2011. 

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TABLE OF CONTENTS 

Item 

Page: 

ITEM 1 THE LICENSOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES ........................... 1 

ITEM 2 BUSINESS EXPERIENCE............................................................................................................. 9 

ITEM 3 LITIGATION ................................................................................................................................. 13 

ITEM 4 BANKRUPTCY............................................................................................................................. 23 

ITEM 5 INITIAL FEES............................................................................................................................... 23 

ITEM 6 OTHER FEES .............................................................................................................................. 29 

ITEM 7 ESTIMATED INITIAL INVESTMENT ........................................................................................... 39 

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES.......................................... 47 

ITEM 9 LICENSEE'S OBLIGATIONS....................................................................................................... 50 

ITEM 10 FINANCING.................................................................................................................................. 52 

ITEM 11 LICENSOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING ......... 53 

ITEM 12 TERRITORY................................................................................................................................. 63 

ITEM 13 TRADEMARKS ............................................................................................................................ 65 

ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION............................................. 67 

ITEM 15 

OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE 

BUSINESS ................................................................................................................................... 70 

ITEM 16 RESTRICTIONS ON WHAT THE LICENSEE MAY SELL........................................................... 71 

ITEM 17 RENEWAL,TERMINATION, TRANSFER AND DISPUTE RESOLUTION .................................. 74 

ITEM 18 PUBLIC FIGURES ....................................................................................................................... 85 

ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS................................................................. 85 

ITEM 20 OUTLETS AND LICENSEE INFORMATION............................................................................... 92 

ITEM 21 FINANCIAL STATEMENTS ....................................................................................................... 105 

ITEM 22 CONTRACTS ............................................................................................................................. 105 

ITEM 23 RECEIPTS ................................................................................................................................. 106 

NOTICE OF TRADEMARK OWNERSHIP 

The following trademarks used in this Disclosure Document are owned by Hilton Worldwide’s affiliates: 

Hilton® Doubletree Guest Suites® Hampton Inn by Hilton 

Hilton Garden Inn® Doubletree Club Hotel® Hampton Inn and Suites by Hilton 

Hilton Inn® Embassy Suites by Hilton Home2 Suites by Hilton® 

Hilton Suites® Embassy Suites Hotels® OnQ® (formerly System 21®) 

Hilton Supply Management® Embassy Vacation Resort® Homewood Suites by Hilton® 

HHonors® Hampton Inn® Waldorf-Astoria® 

Doubletree® Hampton Inn & Suites® The Waldorf=Astoria Collection® 

Doubletree by Hilton Hampton® Conrad® 

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March 31, 2011 Hampton 

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TABLE OF EXHIBITS 

Exhibit A List of Licensed Hotels (as of December 31, 2010) 

Exhibit B List of Licensed Hotels Terminated, Canceled, Not Renewed or with Changes in 

Controlling Interest during 2010 

Exhibit C Financial Statements and Guarantee 

Exhibit D Franchise License Agreement, Attachment A, Rider, and State Addenda 

Exhibit D-1 Development Incentive Promissory Note 

Exhibit E Guarantee of Franchise License Agreement 

Exhibit F Franchise License Application 

Exhibit G Computer System Agreements (HITS Agreement/HSIA Agreement) 

Exhibit H Table of Contents of Brand Standards Manual 

Exhibit I State Administrators 

Exhibit J Agents for Service of Process 

Exhibit K State Addenda to Disclosure Document 

Exhibit L Voluntary Termination Agreement (Franchise License Agreement) 

Exhibit M Receipts 

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ITEM 1 

THE LICENSOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES 

About The Licensor, Its Parents and Its Predecessor 

To simplify the language in this Disclosure Document, “we” or “us” means Hampton Inns Franchise 

LLC the licensor. “You” means the person (or persons) who signs the license agreement – the 

“licensee” and/or “franchisee”. If the licensee will be a corporation, partnership, limited liability 

company or other entity, “you” also includes both the business entity and its owners. The “Licensed 

Brand” refers to the name or names under which we will license your hotel. Our agent for service of 

process in the states whose franchise laws require us to name an agent for service is shown on 

Exhibit J. 

We are a Delaware limited liability company formed in September 2007. We do business under the 

names “Hampton Inns,” “Hampton Inn,” and “Hampton Inn & Suites.” Our principal business address 

since August 1, 2009 is 7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102. Our 

telephone number is (703) 883-1000. Prior to August 1, 2009, our principal business address was 

9336 Civic Center Drive, Beverly Hills, California 90210. We also have a corporate franchising office 

at 755 Crossover Lane, Memphis, Tennessee 38117. 

Our indirect corporate parent is Hilton Worldwide, Inc. (“Hilton Worldwide”) f/k/a Hilton Hotels 

Corporation ("HHC"), a Delaware corporation which has conducted a guest lodging business since 

May 1946. Hilton Worldwide’s principal business address is 7930 Jones Branch Drive, Suite 1100, 

McLean, Virginia 22102. 

Our predecessor is Promus Hotel Systems, Inc. (“Promus”), a Delaware corporation incorporated in 

May, 1995. On December 1, 1999, a merger transaction was completed under which Hilton 

Worldwide acquired Promus’s indirect corporate parent and Hilton Worldwide became the ultimate 

parent corporation of Promus and all its affiliates. 

On October 24, 2007, HHC was acquired by BH Hotels LLC, a Delaware limited liability company, 

("Parent") controlled by investment funds affiliated with The Blackstone Group L.P. (NYSE: BX) 

(“Blackstone”) pursuant to an Agreement and Plan of Merger, dated as of July 3, 2007 (the "Merger 

Agreement") among HHC, Parent and BH Hotels Acquisition Inc., a Delaware corporation and wholly 

owned subsidiary of Parent ("Merger Sub"). Under the terms of the Merger Agreement, Merger Sub 

merged with and into HHC, with HHC as the surviving corporation. Parent acquired all of the 

outstanding common stock of HHC for cash. Blackstone is a leading global alternative asset manager 

and provider of financial advisory services. HHC changed its name, effective December 10, 2009, to 

Hilton Worldwide, Inc. 

BH Hotels LLC was later converted to Hilton Hotels Holding Corporation, a Delaware corporation. On 

April 7, 2010, Hilton Hotels Holding Corporation merged into Hilton Hotel Holding LLC (“HHH”), a 

Delaware limited liability company formed on March 18, 2010. HHH, which is owned by BH Hotels 

Holdco LLC, is our penultimate corporate parent. BH Hotels Holdco LLC, a Delaware limited liability 

company, is our ultimate corporate parent. The principal business address of HHH and BH Hotels 

Holdco LLC is 7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102. 

Our direct corporate parent is Hilton Franchise Holding LLC, a Delaware limited liability company 

formed in September 2007. The principal business address of Hilton Franchise Holding LLC is 7930 

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Jones Branch Drive, Suite 1100, McLean, Virginia 22102. Prior to August 1, 2009, the principal 

business address of our parents was 9336 Civic Center Drive, Beverly Hills, California 90210. 

We became the franchisor of hotels which will operate under the Hampton Inn and Hampton Inn and 

Suites Licensed Brands in all locations within the fifty states of the United States of America, the 

District of Columbia, and the Territories and Possessions of the United States (the “US”) on October 

24, 2007. Our affiliate Hampton Inns International Franchise LLC became the franchisor of those 

hotels outside the US on that date. 

This Disclosure Document describes our franchise licenses for hotels which will operate under the 

Hampton Inn and Hampton Inn & Suites Licensed Brands within the US. Our affiliate Hampton Inns 

International Franchise LLC offers franchise licenses for hotels which will operate under the Hampton 

Inn by Hilton and Hampton Inn and Suites by Hilton Licensed Brands outside the US under a separate 

Disclosure Document. 

The Financing Transaction and the Operating Agreement 

In October 2007, in connection with the financing of the transaction which was the subject of the 

Merger Agreement, Promus assigned all of its franchise license agreements governing Hampton Inn 

and Hampton Inn & Suites hotels to our affiliate, HLT Existing Franchise Holding LLC, a Delaware 

limited liability company formed in September 2007. Also in October 2007, in connection with the 

same financing transaction, we were established for the purpose of expanding and administering the 

Hampton Inn and Hampton Inn & Suites network and system (through new licenses and other means) 

within the US. In connection with the financing transaction, trademarks, service marks and all other 

intellectual property rights for the Hampton Inn and Hampton Inn & Suites brand hotels in the US, 

previously owned by Hilton Hospitality, Inc., were assigned to our affiliate HLT Domestic IP LLC, a 

Delaware limited liability company formed in September 2007. HLT Domestic IP LLC has granted us a 

license to use and sublicense the trademarks, service marks and other intellectual property rights 

related to Hampton Inn and Hampton Inn & Suites brand hotels throughout the US. The term of the 

license agreement between us and HLT Domestic IP LLC continues indefinitely so long as each party 

continues to be an affiliate of Hilton Worldwide. 

Under a form of management agreement known as an “Operating Agreement” between us and HHC 

(now Hilton Worldwide) entered into in October 2007 as part of the financing transaction, Hilton 

Worldwide will – at all times acting on our behalf – discharge all of our duties and obligations under 

Hampton Inn and Hampton Inn & Suites Franchise License Agreements governing hotels situated in 

the US, including: discharging all of our obligations to licensees; managing the Hampton Inn and 

Hampton Inn & Suites license network; marketing, offering and negotiating new, re-license and 

renewal Franchise License Agreements as our franchise broker; furnishing assistance to Hampton Inn 

and Hampton Inn & Suites licensees in the US; implementing our quality assurance programs; and, 

otherwise on our behalf, discharging all duties we owe under Franchise License Agreements 

governing Hampton Inn and Hampton Inn & Suites hotels in the US. 

Hilton Worldwide or its affiliates employ all the persons who will provide services to you on our behalf 

under the terms of your Franchise License Agreement. If Hilton Worldwide fails to perform its 

obligations under the Operating Agreement protocol, then Hilton Worldwide may be replaced as the 

franchise service provider. However, as the licensor, we will always be responsible for fulfilling all our 

duties and obligations under your Franchise License Agreement. 

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Our Licenses 

Promus, our predecessor, licensed, owned and operated Hampton Inn and Hampton Inn & Suites 

hotels between May, 1995 and October 24, 2007. Hampton Inn hotels have been franchised since 

1983, first by predecessors of Promus, then by Promus, and now by us. Hampton Inn & Suites hotels 

were first franchised by a predecessor of Promus in 1993. 

We license the Hampton Inn hotel system (the "System"), which consists of the elements, including 

know-how, that we designate from time to time to identify hotels operating worldwide under our two 

Licensed Brands: “Hampton Inn” hotels, designed to provide distinctive, high-quality hotel service to 

the public at moderate prices, and “Hampton Inn & Suites” hotels, designed to combine standard 

guest rooms with a significant block of studio guest suites. (Guest rooms and guest suites are referred 

to as "Guest Rooms".) 

The System currently includes the Licensed Brand and the Marks (see Item 13); access to a 

reservation service; advertising, publicity and other marketing programs and materials; training 

programs and materials; standards, specifications and policies for construction, furnishing, operation, 

appearance and service of the hotel; and other elements we refer to in the Franchise License 

Agreement, in the Manual (see Item 8) or in other communications to you, and programs for our 

inspecting your hotel and consulting with you. We may add elements to the System or modify, alter or 

delete elements of the System. 

We franchise the non-exclusive right to use the System in the operation of your hotel under either the 

Hampton Inn Licensed Brand or the Hampton Inn & Suites Licensed Brand, at a specified location. 

You must follow the high standards we have established as the essence of the System and you may 

be required to make future investments. 

The Franchise License Agreement you sign will be modified by an Attachment providing for new 

development, change of ownership (or other re-licensing) or conversion, depending upon your 

situation. These situations are referred to in this Disclosure Document as "New Development," 

"Change of Ownership," “Re-licensing” and "Conversion", respectively. 

During the term of the franchise, we may offer to amend your Franchise License Agreement as part of 

the offer of a new program or for some other reason. If you agree to the proposed changes, you must 

sign our then current form of amendment that will contain our standard estoppel and general release. 

Our standard estoppel and general release provisions are included in the Voluntary Termination 

Agreement attached as Exhibit L to this Disclosure Document. 

Various of our affiliates, also direct and indirect subsidiaries of Hilton Worldwide, own, lease and/or 

manage Hampton Inn and/or Hampton Inn & Suites hotels throughout the world. In certain situations, 

you may choose to have our affiliate Hampton Inns Management LLC manage your hotel under a 

management agreement, to be signed at the same time as, or after, you sign your Franchise License 

Agreement. Hampton Inns Management LLC is a Delaware limited liability company formed in 

September 2007. Its principal business address is 7930 Jones Branch Drive, Suite 1100, McLean, 

Virginia 22102. Hilton International Manage LLC manages Hampton Inn and Hampton Inn & Suites 

hotels outside the US. Hilton International Manage LLC is a Delaware limited liability company formed 

in September 2007. Its principal business address is 7930 Jones Branch Drive, Suite 1100, McLean, 

Virginia 22102. 

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Our Affiliates and Their Predecessors 

Promus is also the predecessor of two of our affiliates, Embassy Suites Franchise LLC and 

Homewood Suites Franchise LLC. Embassy Suites Franchise LLC and Homewood Suites Franchise 

LLC have been the franchisors for the Embassy Suites hotel brands and the Homewood Suites by 

Hilton hotel brand, respectively, in the US since October 24, 2007. Their principal business address is 

7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102. Promus franchised the Embassy 

Suites hotel brand and the Homewood Suites by Hilton hotel brand until that date. 

Embassy Suites Franchise LLC is a Delaware limited liability company formed in September 2007. 

The Embassy Suites Hotels are high quality, all-suite hotels. Embassy Suites Hotel franchises have 

been offered since 1984, first by predecessors of Promus, then by Promus, and, since October 24, 

2007, by Embassy Suites Franchise LLC. 

Homewood Suites Franchise LLC is a Delaware limited liability company formed in September 2007. 

Homewood Suites by Hilton hotels have been franchised and marketed primarily to the extended stay 

traveler since 1988, first by Promus’s predecessors, then by Promus. Homewood Suites Franchise 

LLC has franchised Homewood Suites by Hilton hotels since October 24, 2007. 

Promus previously offered franchises for Embassy Vacation Resort and Hampton Vacation Resort 

timeshare properties, but ceased doing so. Between January 2007 and October 24, 2007, Promus 

offered licenses for hotels in the Americas excluding the United States under the names “Embassy 

Suites by Hilton”, “Hampton Inn by Hilton”, and “Hampton Inn & Suites by Hilton”. In addition to 

franchising hotel systems, Promus (or its affiliates) owned and operated hotels under those brands. 

These hotels are now owned and operated by various affiliates of ours. 

Our affiliate Doubletree Franchise LLC has been the franchisor of Doubletree brand hotels – 

Doubletree, Doubletree by Hilton, Doubletree Guest Suites, and Doubletree Suites by Hilton – in the 

US since October 24, 2007. Doubletree Franchise LLC is a Delaware limited liability company formed 

in September 2007. Its principal business address is 7930 Jones Branch Drive, Suite 1100, McLean, 

Virginia 22102. Its predecessor, Doubletree Hotel Systems, Inc. offered Doubletree hotel franchises 

between February 1989 and October 24, 2007 and offered Doubletree Guest Suites franchises 

between 1995 and October 24, 2007. Doubletree brand hotels are high quality full-service, all-suites 

and limited-service hotels. Doubletree Hotel Systems, Inc. formerly offered hotel licenses under the 

name “Doubletree Club Hotel” between 1995 and February 2005. Between January 2007 and October 

24, 2007, Doubletree Hotel Systems, Inc. offered licenses for hotels in Canada, Mexico, Central 

America, South America, and the Caribbean (collectively, “the Americas excluding the United States”) 

under the names Doubletree Hotel by Hilton and Doubletree Guest Suites by Hilton. 

Four of our affiliates, Hilton Franchise LLC, Hilton Garden Inns Franchise LLC, Waldorf Astoria 

Franchise LLC and Conrad Franchise LLC have the same predecessor, Hilton Inns, Inc. (“Hilton 

Inns”). Hilton Inns is a Delaware corporation incorporated in July 1962. The principal business 

address of these affiliates and Hilton Inns is 7930 Jones Branch Drive, Suite 1100, McLean, Virginia 

22102. 

Hilton Franchise LLC has been the franchisor for Hilton hotels in the US since October 24, 2007. 

Hilton Inns offered franchises for Hilton hotels between July, 1962 and October 24, 2007. Hilton hotels 

are first-class, full service upscale hotels. Hilton Franchise LLC is a Delaware limited liability company 

formed in September 2007. 

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Hilton Garden Inns Franchise LLC has been the franchisor for Hilton Garden Inn hotels in the US 

since October 24, 2007. Hilton Garden Inns Franchise LLC is a Delaware limited liability company 

formed in September 2007. The Hilton Garden Inn hotel is a first-class, mid-priced, two to six story, 

generally 80-250 room hotel featuring a unique pavilion structure providing a "living room" type lobby. 

The Hilton Garden Inn offers focused service, food and beverage service and meeting rooms based 

upon the Hilton Garden Inn target customers' needs. 

Waldorf Astoria Franchise LLC has been the franchisor for The Waldorf Astoria Collection hotels in 

the US since October 24, 2007 and for the Waldorf Astoria hotels in the US since November 16, 2007. 

Waldorf Astoria Franchise LLC is a Delaware limited liability company formed in September 2007. 

Hilton Inns offered franchises for The Waldorf Astoria Collection hotels between January 2007 and 

October 24, 2007. Both The Waldorf Astoria Collection and the Waldorf Astoria hotel brands extend 

the cachet of New York’s legendary Waldorf Astoria hotel. The Waldorf Astoria Collection hotels are 

luxury hotels whose primary identification is the subject hotel’s historical (or other) name and which 

bear the secondary identifier “Waldorf Astoria Collection Hotel”. The hotels range in size from 100 to 

1500 rooms. The Waldorf Astoria hotels are luxury hotels located predominantly in global gateway 

cities, typically ranging in size from 300 to 500 rooms, They offer the finest levels of luxury products 

and services. These hotels will have some iconic references to the first Waldorf Astoria in New York 

City. They will be referred to as “The Waldorf Astoria (geographical location)”. 

Hilton Inns also offered hotel licenses for Conrad hotels from September 2007 to October 24, 2007. 

On October 24, 2007, our affiliate Conrad Franchise LLC became the franchisor of Conrad hotels in 

the US. Conrad Franchise LLC is a Delaware limited liability company formed in September 2007. 

Each Conrad hotel is unique in character but united by world-class luxury service standards, 

pioneering culinary concepts and the latest technology. 

Hilton Inns previously offered hotel licenses under the name "Hilton Residential Suites" between 

January 1999 and November 1999, but ceased doing so at such time; no hotels were licensed during 

this period. Hilton Inns also previously offered hotel licenses under the name "CrestHil by Hilton". The 

three hotels which it licensed under the "CrestHil by Hilton" name have since changed their names to 

"Hilton Garden Inn". 

Hilton Inns also previously offered hotel licenses under the name “Hilton Suites” from April 1991 to 

February 2005. Hilton Inns ceased offering these licenses as of February 2005. There are currently 

nine licensed hotels operating under the name “Hilton Suites”. 

Hilton Inns’ former affiliate Red Lion Hotels, Inc., which offered hotel licenses under the Red Lion 

name since June 1999, was sold along with the Red Lion service marks and properties to WestCoast 

Hospitality on December 31, 2001. Hilton Inns ceased to offer hotel licenses under the Red Lion name 

and our affiliates do not do so. Through an affiliate, Hilton Inns retained an ownership interest in one 

Red Lion hotel in Austin, Texas, subject to a royalty-free perpetual trademark license from WestCoast 

Hospitality. 

In addition, in November 2005, Hilton Inns began offering franchises for Finn & Porter restaurants to 

be operated at Hilton hotels. We and our affiliates may offer Finn & Porter franchises in the future. 

Our affiliate HLT ESP Franchise LLC has been the franchisors for the Home2 Suites by Hilton hotel 

brand in the US since January 2009. HLT ESP Franchise LLC is a Delaware limited liability company 

formed in November 2008. Its principal business address is 7930 Jones Branch Drive, Suite 1100, 

McLean, Virginia 22102. The Home2 Suites by Hilton hotels are innovative hotels featuring amenities 

targeted to the extended-stay traveler. 

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As of December 31, 2010 we and our Affiliates had the following number of franchised lodging 

facilities open and operating worldwide under the Hilton Worldwide brands: Conrad, 1; Doubletree 

(including Doubletree by Hilton and Doubletree Suites by Hilton), 199; Embassy Suites (including 

Embassy Suites by Hilton), 205; Hampton (including Hampton Inn, Hampton Inn by Hilton, and 

Hampton Inn and Suites (including Hampton Inn and Suites by Hilton), 1811; Hilton, 252; Hilton 

Garden Inn, 504; Home2 Suites by Hilton, 0; Homewood Suites by Hilton, 304; Waldorf=Astoria, 6;. 

Since October 24, 2007, our affiliates Hilton International Franchise LLC, Hilton Garden Inns 

International Franchise LLC, HLT International Waldorf=Astoria Franchise LLC, HLT International 

Conrad Franchise LLC, Doubletree International Franchise LLC, Embassy Suites International 

Franchise LLC, Hampton Inns International Franchise LLC, Homewood Suites International Franchise 

LLC (together with HLT ESP International Franchise LLC, HLT ESP International Franchisor 

Corporation and Hilton International Franchisor Corporation are referred to collectively as the 

“International Franchisors”), have been the franchisors of Hilton Worldwide’s brands outside of the 

US. HLT ESP International Franchise LLC, HLT ESP International Franchisor Corporation and Hilton 

International Franchisor Corporation began offering franchises outside of the US in 2009. Each 

International Franchisor is a Delaware limited liability company (except for HLT ESP International 

Franchisor Corporation and Hilton International Franchisor Corporation, each of which is a Delaware 

corporation) and its principal place of business is located at 7930 Jones Branch Drive, Suite 1100, 

McLean, Virginia 22102. Each International Franchisor except HLT ESP International Franchise LLC, 

HLT ESP International Franchisor Corporation and Hilton International Franchisor Corporation was 

formed in October 2007. HLT ESP International Franchise LLC, HLT ESP International Franchisor 

Corporation and Hilton International Franchisor Corporation were formed in November, 2008. 

Hilton International Franchise LLC is the international franchisor for the Hilton hotel brand and it offers 

franchises for hotels outside of the US under the name Hilton; Hilton Garden Inns International 

Franchise LLC is the international franchisor for the Hilton Garden Inn hotel brand and it offers 

franchises for hotels outside of the US under the name Hilton Garden Inn; HLT International 

Waldorf=Astoria Franchise LLC is the international franchisor for both The Waldorf Astoria Collection 

hotel brand and the Waldorf Astoria hotel brand and it offers franchises for hotels outside of the 

United State under the names The Waldorf Astoria Collection and Waldorf Astoria; and HLT 

International Conrad Franchise LLC is the international franchisor for the Conrad hotel brand and it 

offers franchises for hotels outside of the US under the name Conrad. 

Doubletree International Franchise LLC is the international franchisor for the Doubletree hotel brand 

and it offers franchises for hotels outside of the US under the names Doubletree by Hilton and 

Doubletree Suites by Hilton; Embassy Suites International Franchise LLC is the international 

franchisor for the Embassy Suites hotel brand and it offers franchises for hotels outside of the US 

under the name Embassy Suites by Hilton; Hampton Inns International Franchise LLC is the 

international franchisor for the Hampton hotel brand and it currently offers licenses for hotels outside 

of the US under the names Hampton Inn by Hilton, Hampton Inn & Suites by Hilton, and Hampton by 

Hilton; and Homewood Suites International Franchise LLC is the international franchisor for the 

Homewood Suites by Hilton hotel brand and it currently offers licenses for hotels outside the US under 

the name Homewood Suites by Hilton. 

Hilton International Franchisor Corporation, depending on the tax structure of the country in question, 

may be the franchisor of the Hilton, Hilton Garden Inn, The Waldorf Astoria Collection, Waldorf 

Astoria, Conrad, Homewood Suites by Hilton, Doubletree, Embassy Suites and Hampton hotel brands 

outside of the US instead of one of the entities named above. 

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Depending on the tax structure of the country in question, either HLT ESP International Franchise 

LLC or HLT ESP International Franchisor Corporation will be the international franchisor for the 

Home2 Suites by Hilton brand and will offer licenses for hotels outside the US under the name Home2 

Suites by Hilton. 

On February 23, 2006, HHC (now Hilton Worldwide) acquired most of the lodging and certain other 

assets of Hilton Group plc and related companies (collectively, “Hilton International”). The assets 

included substantially all of Hilton International’s company-owned and company-leased hotels, hotel 

franchise agreements and hotel management agreements, as well as certain assets including the 

“Hilton” name and mark outside of the United States and Hilton International's rights to the “Scandic”, 

“Scandic by Hilton” and “Coral by Hilton” trade names and marks. Prior to the close of the transaction, 

HHC (now Hilton Worldwide), through one or more of its subsidiaries, owned the Hilton trade name 

and mark in the United States and held an exclusive license from Hilton International to franchise and 

use the Hilton trade name and mark in Canada and Mexico. 

Hilton International began operating Hilton hotels outside the United States in 1964, and it began 

offering franchises for the operation of Hilton hotels outside of the United States in 1968. In 2001, 

Hilton Group plc acquired Scandic Hotels AB (“Scandic”). In 2004, Hilton International began offering 

franchises under the “Scandic by Hilton” trade name and mark. Between 2004 and October 2007 

Hilton International offered franchises under the “Trident Hilton” trade name and mark in conjunction 

with Oberoi Hotels PVT Ltd. (which owns and licenses the “Trident” name and mark) and from 2003 to 

2006, Hilton International offered franchises under the “Coral by Hilton” trade name and mark. As a 

result of the Hilton International transaction, HHC (now Hilton Worldwide), through one or more of its 

subsidiaries, was the exclusive owner of the “Hilton”, “Scandic” and “Scandic by Hilton” trade names 

and marks worldwide. On April 26, 2007, HHC (now Hilton Worldwide) sold the Scandic brand, trade 

names and marks to EQT, a Swedish private equity firm, and HHC (now Hilton Worldwide) ceased to 

offer licenses under the “Scandic” or “Scandic by Hilton” trade names and marks. 

Beginning in 2006, Hilton International began offering licenses for hotels outside of the United States 

and the Americas under the names Hilton Garden Inn, Doubletree by Hilton, Embassy Suites by 

Hilton, Homewood Suites by Hilton, and Hampton by Hilton. Since October 24, 2007, as stated above, 

licenses for Hilton, Hilton Garden Inns, The Waldorf Astoria Collection, Waldorf Astoria, Conrad, 

Doubletree, Embassy Suites and Hampton Inns hotels outside the US have been offered by affiliates 

of ours. 

Our affiliate HPP International Corporation (f/k/a Conrad International Corporation) and its related 

entities offered licenses for the use of the "Conrad" and "Conrad International" names for hotel 

operations from 1985 until October 24, 2007. The principal business address of HPP International 

Corporation is 7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102. Since October 24, 

2007, Conrad Franchise LLC has offered franchises for Conrad hotels in the US and HLT 

International Conrad Franchise LLC has offered franchises for Conrad hotels outside of the US. The 

principal business address of Conrad Franchise LLC is 7930 Jones Branch Drive, Suite 1100, 

McLean, Virginia 22102. 

The following Hilton Worldwide affiliates provide products or services to our licensees: 

1. Hilton Reservations Worldwide, L.L.C., d/b/a Hilton Reservations & Customer Care, 

successor-in-interest to Hilton Service Corporation ("Hilton Reservations Worldwide"), a wholly owned 

subsidiary of Hilton Worldwide, will provide you with its national and international reservation services 

and systems ("Hilton Reservation Service"). (See Items 6 and 8). Hilton Reservations Worldwide 

provides the Hilton Reservation Service to all System hotels, U.S. Hilton hotels, Conrad International 

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hotels, and Hilton International hotels (except where prohibited by law). The principal business 

address of Hilton Reservations Worldwide is 2050 Chennault Drive, Carrollton, Texas 75006. 

2. Hilton Supply Management LLC (“Hilton Supply Management”), a wholly owned subsidiary of 

Hilton Worldwide, distributes hotel furniture, furnishings, fixtures, equipment and supplies, and certain 

food and beverage supplies. (See Items 6 and 8). You may purchase these items from Hilton Supply 

Management but you are not obligated to do so. The principal business address of Hilton Supply 

Management is 7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102. 

3. Hilton HHonors Worldwide, LLC ("Hilton HHonors Worldwide"), a wholly owned subsidiary of 

Hilton Worldwide, owns, operates and administers the Hilton HHonors® guest reward program. You 

must participate in the programs of Hilton HHonors Worldwide. (See Item 6). The principal business 

address of Hilton HHonors Worldwide is 7930 Jones Branch Drive, Suite 1100, McLean, Virginia 

22102. 

4. Hilton Systems Solutions, LLC ("HSS"), a wholly owned subsidiary of Hilton Worldwide, 

provides computer hardware, software and support services for all of Hilton Worldwide’s brands. HSS 

is the “Hilton” party to, and signatory for, the HITS Agreement. The principal business address of HSS 

is 7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102. 

Except for the licenses described above, we, our affiliates and predecessors have not offered licenses 

or franchises for this or any other type of business. 

The Market and Competition 

The market for your services will depend on your property's location, size and its type of operation 

(that is, resort, conference center, hotel for frequent business travelers, etc.). Our licensees seek 

customers and business referrals from the local community and typically solicit business from 

conventions, and tour and travel groups, on a regional and national level. 

In general, you will compete with national hotel and motel chains and independently operated local 

hotels and restaurants offering similar types of hotel rooms and food and beverage services to the 

same clientele. In addition to competing with lodging facilities that offer services comparable to the 

System, you may also compete with lodging designed to serve particular segments of the market and 

to fill particular lodging demands. 

A Hampton Inn or Hampton Inn & Suites hotel will compete with other national and regional hotel 

chains and local hotels offering similar types of hotel rooms or suites with no food and beverage 

services. Due to its limited food and beverage operations, a Hampton Inn or Hampton Inn & Suites 

hotel is unlikely to compete directly with local establishments for the food and beverage business of 

the general public. 

We and our affiliates engage in a wide range of business activities in lodging and related services, 

both directly and through the activities of our and their parents and affiliates. Some of these activities 

may be competitive with your Hotel and the System. We and/or our affiliates and/or Blackstone and/or 

its affiliates may own, operate, franchise, license, acquire or establish, or serve as franchisee or 

licensee for, competitive guest lodging facilities or networks anywhere, including within your 

Restricted Area (if any), under any names or marks (but not, within your Restricted Area, if any, under 

the name or mark “Hampton Inn or Hampton Inn & Suites”). We and/or our affiliates and/or 

Blackstone’s affiliates and/or funds may also furnish services, products, advice and support to guest 

lodging facilities, networks, properties or concepts located anywhere, including within your Restricted 

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Area (if any), in any manner we, Blackstone or our respective affiliates determine. We and/or any of 

our affiliates may be sold to or otherwise acquired by an existing competitor or newly formed entity 

which itself has established or may establish competitive guest lodging facilities located anywhere 

(provided that your Restricted Area protections, if any, will be observed). We and/or our affiliates may 

render services to hotels owned, managed, operated, franchised and/or licensed by Blackstone 

and/or its affiliates or funds. Further, we and/or our affiliates and/or Blackstone and/or its affiliates 

may purchase, merge, acquire, or affiliate in any other way with any franchised or non-franchised 

network or chain of guest lodging facilities or any other business operating guest lodging facilities 

regardless of the location of that network, chain or other business’s facilities, including within your 

Restricted Area (if any), and that following such activity we may operate, franchise or license those 

other facilities under any names or marks anywhere regardless of the location of those businesses 

and/or facilities. There is no mechanism for resolving any conflicts that may arise between your hotel 

and other hotels described in this paragraph. 

Laws, Rules and Regulations 

Your hotel business must conform to innkeeper liability laws, laws and regulations regarding food 

handling and preparation, truth in menu and labeling laws, alcoholic beverage control laws and dram 

shop acts, license, certificate and permit requirements for hotel and restaurant operation and 

occupancy, laws regulating the posting of hotel room rates, hotel room occupancy tax laws, and laws 

applicable to public accommodations and services such as the Americans with Disabilities Act. In 

addition, the laws, rules and regulations which apply to businesses in general will affect you. Consult 

your lawyer about them. Discuss with your architect the Americans with Disabilities Act and its 

architectural guidelines, and state and local accessible facilities requirements. 

ITEM 2 

BUSINESS EXPERIENCE 

Director, Executive Vice President and Chief Financial Officer: Thomas Kennedy 

Mr. Kennedy has served as our Director, Executive Vice President and Chief Financial Officer since 

March 1, 2010. He also holds those positions with the other franchising entities. Mr. Kennedy has 

also served as Hilton Worldwide’s Executive Vice President and Chief Financial Officer since 

September 2008. From January to September 2008 Mr. Kennedy worked as a self-employed 

consultant in Tulsa, Oklahoma and Fort Lauderdale, Florida. From 2003 to 2007 Mr. Kennedy served 

as Executive Vice President and Chief Financial Officer of Vanguard Car Rental in Ft. Lauderdale, 

Florida, and Tulsa, Oklahoma. 

Director, Senior Vice President and Treasurer: Kevin Jacobs 

Mr. Jacobs has served as our Director, Senior Vice President, and Treasurer since March 1, 2010. He 

also holds those positions with the other franchising entities. Mr. Jacobs has also served as Hilton 

Worldwide’s Senior Vice President, Corporate Strategy and Treasurer since May 2009. From June 

The “franchising entities” include HLT ESP Franchise LLC, Hilton Franchise LLC, Hilton Garden Inns 

Franchise LLC, Waldorf Astoria Franchise LLC, Conrad Franchise LLC, Embassy Suites Franchise LLC, 

Homewood Suites Franchise LLC, Hampton Inns Franchise LLC, Doubletree Franchise LLC, Hilton 

International Franchise LLC, HLT International Waldorf=Astoria Franchise LLC, Embassy Suites International 

Franchise LLC, Doubletree International Franchise LLC, Homewood Suites International Franchise LLC, HLT 

International Conrad Franchise LLC, Hilton Garden Inns International Franchise LLC, Hampton Inns 

International Franchise LLC, HLT ESP International Franchise LLC, HLT ESP International Franchisor 

Corporation and Hilton International Franchisor Corporation. 

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2008 through May 2009, he served as Senior Vice President, Corporate Strategy for Hilton 

Worldwide. From January through May, 2008, he served as Senior Vice President, Mergers & 

Acquisitions and Treasurer for Fairmont Raffles Hotels International in Toronto Canada. From July 

through December 2007, he was Senior Vice President, Mergers & Acquisitions for that company. 

From May 2000 through July 2007, he held various positions with Host Hotels and Resorts in 

Bethesda, Maryland, ending as Vice President of Corporate Finance & Investor Relations. 

Director: Robert K. Rowell 

Mr. Rowell has served as our Director since October 2007. He also holds this position with the other 

franchising entities. Since September 1996, Mr. Rowell has been Executive Vice-President and 

General Counsel for National Registered Agents, Inc. in Townshend, Vermont. 

Director: Joseph K. Winrich 

Mr. Winrich has served as our Director since October 2007. He also holds this position with the other 

franchising entities. Since July 2003, Mr. Winrich has been Director of Legal Research for National 

Registered Agents, Inc. Prior to that Mr. Winrich was the Senior Corporate Paralegal for Casner & 

Edwards in Boston, Massachusetts. 

Senior Managing Director and President: Jonathan D. Gray 

Jonathan D. Gray has served as our Senior Managing Director and President since October 2007. 

He also holds those positions with the other franchising entities. In addition, Mr. Gray has served as 

Director of Hilton Worldwide since October 2007. He is currently a Senior Managing Director and Co- 

Head of the Real Estate Group for The Blackstone Group in New York, New York, with which he has 

been associated since 1992. 

Senior Managing Director and Vice President: Kenneth A. Caplan 

Kenneth A. Caplan has served as our Senior Managing Director and Vice President since October 

2007. He also holds those positions with the other franchising entities. In addition, Mr. Caplan has 

served as Director of Hilton Worldwide since October 2007. He is currently a Senior Managing 

Director in the Real Estate Group for the Blackstone Group in New York, New York, with which he has 


Senior Managing Director and Vice President: Michael S. Chae 

Michael S. Chae has served as our Senior Managing Director and Vice President since October 2007. 

He also holds those positions with the other franchising entities. In addition, Mr. Chae has served as 

Director of Hilton Worldwide since October 2007. He is currently a Senior Managing Director in the 

Corporate Private Equity Group for the Blackstone Group in New York, New York, with which he has 


Senior Managing Director and Vice President: William Stein 

William Stein has served as our Senior Managing Director and Vice President since October 2007. 

He also holds those positions with the other franchising entities. In addition, Mr. Stein has served as 

Director of Hilton Worldwide since October 2007. He is currently a Senior Managing Director in the 

Real Estate Group for The Blackstone Group in New York, New York, with which he has been 

associated since 1997. 

Senior Vice President: William Fortier 

Mr. Fortier has served as our Senior Vice President since October 2007. He also holds this position 

with the other franchising entities. He has also served as Hilton Worldwide’s Senior Vice President – 

Development – Americas since October 2007. From May 2000 to October 2007 he served as Hilton 

Worldwide’s Senior Vice President – Franchise Development. 

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Vice President: Robert Goodloe Harper 

Mr. Harper has served as our Vice President since October 2007. He also holds this position with the 

other franchising entities. From October 2007 through February 2010, he also served as our Director. 

He is currently a Managing Director in the Real Estate Group for The Blackstone Group in New York, 

New York, with which he has been associated since 2002. 

Vice President: Dawn Beghi 

Ms. Beghi has served as our Vice President since October 2007. She also holds this position with the 

other franchising entities. Ms. Beghi has also served as Vice President – Development Contract 

Administration, America’s Region for Hilton Worldwide in Los Angeles, California since August, 2009. 

From February 2001 to August 2009 she was Vice President-Franchise Administration. 

Vice President and Assistant Secretary: Karen Boring Satterlee 

Ms. Satterlee has served as our Vice President and Assistant Secretary since March 1, 2010. She 

also holds those positions with the other franchising entities. In addition, Ms. Satterlee has served as 

Vice President and Senior Counsel--Global Franchise and Development of Hilton Worldwide since 

August 2009. She was the Director of Franchise Licensing and Corporate Counsel of Starbucks 

Coffee Company in Seattle, Washington from January 2004 to August 2009. 

Senior Vice President – Philip Keith Cordell 

Mr. Cordell has served as a Senior Vice President of ours since October 2007. Since March 1, 2010 

he has served in the same capacity for Hilton Garden Inn Franchise LLC, HLT ESP Franchise LLC, 

Homewood Suites Franchise LLC, Hampton Inns International Franchise LLC, Hilton Garden Inns 

International Franchise LLC, HLT ESP International Franchise LLC, HLT ESP International Franchisor 

Corporation, and Homewood Suites International Franchise LLC and Hilton International Franchisor 

Corporations. Mr. Cordell has served as Global Head – Hampton Inn (f/k/a Senior Vice President - 

Brand Management Hampton Inn) for Hilton Worldwide since December 1999 and as Global Head – 

Focused Service Category for Hilton Worldwide since June 2008. 

Franchise Broker: Hilton Worldwide, Inc. 

As detailed in Item 1, under an Agreement entered into in October 2007, Hilton Worldwide acts as our 

franchise broker and is empowered to act on our behalf in the sale of franchises and operation of our 

franchise program. In addition to our officers and directors listed above who also hold offices in Hilton 

Worldwide, the following are directors and officers of Hilton Worldwide who will have management 

responsibility over this activity. 

Director: Chad Pike 

Mr. Pike has served as Director of Hilton Worldwide since December 2007. He has served as Co- 

Head of the Real Estate Group of The Blackstone Group since January 2006 and as its Senior 

Managing Director since January 2003. Mr. Pike is based in London, England. 

Director: Leonard Potter 

Mr. Potter has served as a Director of Hilton Worldwide since December 2007. He has served as a 

Partner and Co-Head of the Private Equity Group of Soros Fund Management in New York New York 

since April 2005. From December 2002 to April 2005, Mr. Potter was a Partner at Soros Private 

Equity Investors in New York, New York. 

Director: John Schreiber 

Mr. Schreiber has served as a Director of Hilton Worldwide since December 2007. He has been 

President of Centaur Capital Partners, Inc. since 1991, and he was a Co-Founder and has been a 

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Partner of Blackstone Real Estate Advisors since October 1992. Mr. Schreiber is based in Chicago, 

Illinois. 

Director: Douglas M. Steenland 

Mr. Steenland has served as a Director of Hilton Worldwide since November, 2009. Since 2009, he 

has been a Consultant in Washington, DC and Senior Advisor to Blackstone’s Private Equity Group. 

From 2004 to 2008, he was CEO of Northwest Airlines in Eagan, Minnesota. 

Director, President and Chief Executive Officer: Christopher J. Nassetta 

Mr. Nassetta has served as a Director, President and Chief Executive Officer of Hilton Worldwide 

since December 2007. From 2000 to November 2007, Mr. Nassetta was President and Chief 

Executive Officer of Host Hotels & Resorts, Inc., in Bethesda, Maryland. 

President, Global Brands and Shared Services: Paul J. Brown 

Mr. Brown has served as Hilton Worldwide’s President, Global Brands and Shared Services since 

December 2008. From January 2005 to December 2008, Mr. Brown served as President of Expedia 

North America and Expedia’s Partner Services Group in Bellevue, Washington. From February 2001 

to January 2005 Mr. Brown was a partner and leader of the global travel and hospitality practice at 

McKinsey & Company in London, United Kingdom. 

President, Global Operations: Ian Carter 

Mr. Carter has served as Hilton Worldwide’s President, Global Operations since March 2008. He 

served as Hilton International’s Executive Vice President, Chief Executive Officer and Director 

between January 2005 and March 2008, in Watford, United Kingdom. 

President - Hilton Grand Vacations: Mark D. Wang 

Mr. Wang has served as Hilton Worldwide’s President - Hilton Grand Vacations since March 2008. He 

served as Executive Vice President, Hilton Grand Vacations, Asia-Pacific/Hawaii Region from January 

2007 to March 2008 and as Senior Vice President, Hilton Grand Vacations, Hawaii Region from 

November 2003 to January 2007. 

Senior Vice President, Acting General Counsel and Acting Secretary: John Dent 

Mr. Dent has served as Hilton Worldwide’s Senior Vice President, Acting General Counsel and Acting 

Secretary since November 15, 2010. From March of 2009 until November 14, 2010, Mr. Dent served 

as Hilton Worldwide’s Senior Vice President and Assistant General Counsel - Development. From 

September 2001 until February 2009, Mr. Dent served as Vice President and Senior Counsel for 

Hilton Worldwide. 

Senior Vice President –Development – North America: Craig A. Mance 

Mr. Mance has served as Hilton Worldwide’s Senior Vice President –Development – North America 

since October, 2010. From July 2008 to October 2010, he was Senior Vice President-Franchise 

Development-North America. From 1999 to July, 2008 Mr. Mance served as Hilton Worldwide’s Vice 

President Development - Northeast Region. 

Vice President - Managed Development – North America: Gregory Rockett 

Mr. Rockett has served as Vice President - Managed Development for Hilton Worldwide since 

December 2008. From July to December, he was Hilton Worldwide’s Vice President of 

Development—Southeast US and Caribbean. Prior to that, he served as Hilton Worldwide’s Vice 

President Development Latin America. 

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Vice President and Managing Director –Development – Southeast Region: Stephen H. Crabill 

Mr. Crabill has served as Hilton Worldwide’s Vice President and Managing Director – Development 

Southeast Region since October 2010. He served as Vice President and Managing Director – 

Franchise Development Southeast Region from September 2008 to October 2010. From August 

1996 to August 2008 he served as Hilton Worldwide’s Vice President – Franchise Development 

Southeast Region. 

Vice President and Managing Director –Development – Southwest Region: Ted Ent 

Mr. Ent has served as Hilton Worldwide’s Vice President and Managing Director- Development- 

Southwest Region since October, 2010. From March 2007 to October 2010, he served as Hilton 

Worldwide’s Vice President-Franchise Development in the Central Region. From June 2004 to March 

2007, he served in various capacities with Hilton Worldwide, including Director –Condo Hotel 

Services, VP Condo Hotel Services, and VP Mixed Use Developments. 

Vice President and Managing Director –Development - Northeast Region/Canada: Thomas 

Lorenzo 

Mr. Lorenzo has served as Hilton Worldwide’s Vice President and Managing Director- Development- 

Northeast Region/Canada since October 2010. From September 2008 to October 2010 he was Vice 

President and Managing Director- Franchise Development-Northeast Region/Canada. From July 

through August 2008, he was Vice President Franchise Development Northeast Region/Canada. Prior 

to July 2008, he served as Hilton Worldwide’s Senior Director Franchise Development in the 

Northeast Region. 

Vice President and Managing Director –Development – Northwest Region: Matthew G. Wehling 

Mr. Wehling has served as Hilton Worldwide’s Vice President and Managing Director- Development- 

Northwest Region since October 2010. From September 2008 to October 2010, he served as Hilton 

Worldwide’s Vice President Franchise Development in the Central Region. From 1999-September 

2008, he served in various capacities for Hilton Worldwide, including Director-Franchise Development 

and Senior Director-Franchise Development in the Central Region. 

Chief Development Representative – Central America and Caribbean: Simon Suarez 

Mr. Suarez has served as Hilton Worldwide’s Chief Development Representative – Central America 

and Caribbean since May 2007. From March 1999 to March 2007, Mr. Suarez was Executive Vice 

President of Coral Hotels & Resorts, S.A., in Santo Domingo, Dominican Republic. 

ITEM 3 

LITIGATION 

We have not been involved in any litigation. Other than the actions described below, there is no 

litigation that must be disclosed in this Item. 

A. PENDING ACTIONS – INVOLVING HILTON WORLDWIDE (F/K/A HHC) 

U.S. v. Hilton Worldwide, Inc. (United States District Court, District of Columbia, Case No. 1:10-cv- 

01924-RWR). 

Hilton Worldwide, Inc., (“HWI”) and the United States Department of Justice (“United States”) have 

agreed to a form of Consent Decree (the “Consent Decree”) addressing alleged violations of Title III of 

the Americans with Disabilities Act, 42 U.S.C. § 12181 et seq. (the “ADA”). The United States alleged 

that: 1) HWI failed to design and construct its owned facilities constructed for first occupancy after 

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January 26, 1993 (“Post-1993 Hotels”) in compliance with the ADA; 2) certain Managed and 

Franchised Post-1993 Hotels operated under HWI’s Brands do not comply with the ADA; 3) HWI 

failed to provide individuals with disabilities the same opportunity to reserve accessible guestrooms 

using its on-line and telephonic reservations systems that is available for reserving other Brand hotel 

rooms; and 4) such actions or practices constitute a pattern or practice of violating Title III of the ADA. 

HWI denies that it has violated the ADA at its owned hotels or that it is in any way responsible for any 

purported non-compliance with the ADA in connection with hotels that it does not own or manage. 

HWI neither owns nor operates, within the meaning of Title III of the ADA, 42 U.S.C. § 12182(a), the 

vast majority of Brand Hotels. HWI specifically denies that it operates, within the meaning of Title III of 

the ADA, 42 U.S.C. § 12182(a), any Franchised Hotels for purposes of liability under 42 U.S.C. § 

12182. HWI further states that its Reservations System provides individuals with disabilities ample 

opportunity to identify and reserve accessible rooms that are available at hotels within the 

Reservations System. HWI also denies that it failed to design and construct its hotels in accordance 

with the requirements of Title III of the ADA. 

The United States and HWI agreed to resolve these issues through the entry of a Consent Decree, 

which was entered by the Court on November 30, 2010, with an Effective Date of March 30, 2011. 

The term of the Consent Decree is four years from the Effective Date. During the term of the Consent 

Decree, HWI shall not engage in any practice that discriminates against any individual on the basis of 

disability in violation of Title III of the ADA in the provision of lodging and related services and shall: 1) 

undertake certain specific remedial measures with regard to its owned, joint venture, and managed 

hotels; 2) engage in certain specific actions with regard to prototype designs and the Hilton 

Reservation Service (including the website) to assure their compliance with Title III of the ADA; 3) 

revise its Brand Standards Manuals to include certain ADA requirements; and 4) provide additional 

ADA training to its employees and make such training available to its managed and franchised 

properties. In addition, prior to: 1) entering into a new franchise or management agreement to convert 

an existing Post-1993 Hotel to a Franchised Hotel or Managed Hotel; 2) renewing or extending for 

more than six (6) months an existing franchise or management agreement (other than unilateral 

renewals or extensions by the other party to the agreement) for a Franchised Hotel or Managed Post- 

1993 Hotel; or 3) consenting to a change of ownership at a Franchised Hotel or Managed Post-1993 

Hotel, HWI will require the hotel owner to conduct a survey to determine whether the Managed or 

Franchised Hotel complies with the certain specific requirements of the ADA related to guest rooms 

and public parking. If the Hotel does not comply with those requirements, the hotel owner will be 

required to develop a plan to make the Hotel compliant within a set period of time. HWI will require 

certain architects’ certifications related to newly constructed hotels. HWI has also agreed to pay the 

United States $50,000 as part of the resolution of this matter. The Consent Decree applies to HWI 

and its subsidiaries, including us. 

Starwood Hotels & Resorts Worldwide, Inc. v. Hilton Hotels Corporation, Ross Klein and Amar 

Lalvani, (United States District Court, Southern District of New York, Case No. 09 CV 3862). 

On or about April 16, 2009, Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) filed a complaint 

against HHC (now Hilton Worldwide) and two of its employees, Ross Klein and Amar Lalvani, both 

former Starwood employees. In its complaint, as amended on January 14, 2010, Starwood claimed 

that Messrs. Klein and Lalvani improperly misappropriated Starwood’s confidential and proprietary 

information and ultimately used that information to develop the Denizen Hotel brand. Starwood 

asserted the following claims: (i) breach of contract against Messrs. Klein and Lalvani for alleged 

breach of separate non-solicitation, confidentiality and intellectual property agreements that they 

signed while employed by Starwood; (ii) tortious interference with contractual relations against Hilton 

Worldwide for allegedly inducing Messrs. Klein and Lalvani to breach their contracts with Starwood; 

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(iii) fraud against Mr. Klein and aiding and abetting fraud against Hilton Worldwide and Mr. Lalvani; 

(iv) breach of fiduciary duty against Messrs. Klein and Lalvani and aiding and abetting breaches of 

fiduciary duty against Hilton Worldwide; (v) misappropriation of trade secrets, unfair competition, 

theft/conversion, unjust enrichment, and violation of the Computer Fraud and Abuse Act against all 

defendants; (vi) inducing breach of contract and tortious interference with contract against Messrs. 

Klein and Lalvani; (vii) fraud against Hilton Worldwide and Mr. Lalvani, and (viii) aiding and abetting 

fraud against Mr. Klein. 

Starwood sought preliminary and permanent injunctive relief, enjoining all defendants and their 

respective officers, agents and employees from: (i) using Starwood property and information, which it 

claims is proprietary, confidential and trade secrets; (ii) pursuing certain hotel owners in designated 

locations identified by Starwood or negotiating with investors with whom Starwood has current 

management contracts; (iii) “purging” from all material and websites information Starwood claims is 

proprietary, confidential and/or trade secrets and preliminary and permanent injunctive relief, enjoining 

all defendants and their respective officers, agents and employees from using such information; (iv) 

requiring Hilton Worldwide to make certain disclosures to property owners and industry professionals; 

(v) appointing a monitor or monitors over Hilton Worldwide’s compliance with any injunctions; (vi) 

preliminarily and permanently enjoining Hilton Worldwide for a reasonable period of time from 

expanding its luxury and lifestyle brands; (vii) the destruction of all information relating to the launch 

and promotion of the Denizen Hotel brand; (viii) findings of contempt against all defendants and (ix) 

compensatory and punitive damages against all defendants. 

On April 23, 2009, the court entered a preliminary injunction, with the consent of all defendants, 

requiring that the defendants and anyone acting in concert with them: i) cease all development of the 

Denizen brand; ii) cease using any documents or information that originated from Starwood; and ii) 

return any such information to Starwood. 

In December 2010, the parties entered into a Settlement Agreement (the “Agreement”) resolving this 

action. Pursuant to the terms of the Agreement, Hilton Worldwide and Messrs Klein and Lalvani have 

consented to the entry of a court-ordered permanent injunction (the “Injunction”) enjoining the use or 

distribution of Starwood’s proprietary, confidential or trade secret information, and imposing other 

restrictions on Hilton Worldwide’s business activities in the lifestyle hotel or branded boutique space 

for two years. In addition to consenting to the entry of the Injunction, Hilton Worldwide will make a 

cash payment to Starwood in the amount of $75,000,000 on or before December 31, 2010 as well as 

furnish other contingent guarantees and consideration to Starwood. Hilton Worldwide’s management 

believes that it is unlikely that the guarantees and other consideration will result in any future cash 

payments from Hilton. Hilton Worldwide’s management also believes that any such guarantees or 

consideration will not have a material adverse effect on Hilton's business, financial condition or results 

of operations. The Agreement provides for mutual releases of the parties and this action is being 

stayed during the term of the Injunction. 

B. CONCLUDED ACTIONS– INVOLVING OUR PREDECESSOR 

Marathon Resort & Marina, Ltd., v. Promus Hotels, Inc., Circuit Court of the 16th Judicial District in 

and for Monroe County, Florida Case No. CAM 02-275. 

This action was filed on September 30, 2002 by Marathon Resort & Marina, LTD. (“Marathon”). On 

May 22, 1998, Marathon and Promus entered into a License Agreement for a Hampton Inn & Suites in 

Marathon, Florida. On August 29, 2002, Promus terminated the License Agreement for a continual 

failure to pay fees. Marathon then filed this action asserting claims for breach of contract, breach of 

implied covenant of good faith and fair dealing, rescission and promissory estoppel. Promus filed a 

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counterclaim and third-party complaint against Marathon’s general partner, Marathon Resort & 

Marina, Inc., and its three limited partners, Stoltz Marathon Partners, G.P., Marvin J. Rappaport and 

Melvyn E. Roth, claiming breach of the License Agreement for failure to pay fees, failure to make 

payments as required under a negotiated payment plan, failure to pay liquidated damages and unjust 

enrichment. The case settled with a payment to Promus of $300,000 and dismissal of the action. 

David Efron v. Embassy Suites (Puerto Rico), Inc.; Embassy Suites (Isla Verde), Inc.; Promus Hotel 

Corporation; Mora Development Corporation; First Big Island Steakhouse, Inc.; Cleofe Rubi; Moraima 

Cintron de Rubi; Emma Cancio Santos; Corporacion de Desarrollo Hotelro; Fundacion Segarra 

Boerman e Hijos, Inc., United States District Court for the District of Puerto Rico, Civil Action no. 

972547 (HL). 

David Efron, a partner in the partnership that owns the Embassy Suites facility in Puerto Rico, filed 

suit on October 22, 1997, alleging that the named defendants had defrauded him and committed other 

violations of the federal and state "RICO" statutes. The complaint was filed on or near the same day 

that Efron was contractually obligated to make a cash contribution to the partnership that owns the 

hotel, Embassy Suites (Isla Verde), Inc. The plaintiff sought reformation of the partnership agreement 

and unspecified monetary damages. The defendants simultaneously filed Motions to Dismiss and also 

served upon the plaintiff's counsel a Motion for Rule 11 Sanctions contending that the allegations in 

the complaint were completely without merit and that the complaint was filed for purposes of 

harassment. The defendants collectively sought an expedited hearing on these issues. On April 15, 

1999, the District Court dismissed the Plaintiff’s complaint. On July 21, 1999, the Plaintiff sought 

appeal to the First Circuit Court of Appeals, which dismissed the case on October 10, 2000. Plaintiff’s 

petition for a Writ of Certiorari was denied by the United States Supreme Court on March 5, 2001. 

David Efron individually, and in representation of and for the benefit of ES Hotel Isla Verde, S.E; Hotel 

Development Corporation v. Embassy Suites (Puerto Rico), Inc., Embassy Suites (Isla Verde), Inc.; 

Promus Hotel Corporation; Mora Development Corporation, First Big Island Steakhouse, Inc.; Cleofe 

Rubi Gonzalez; Moraima Cintron de Rubi; Sociedad de Bienes Gananciales; Emma M. Cancio 

Santos; ES Hotel Isla Verde, S.E.; and Fundacion Segarra Boermand and Sons, Inc., Commonwealth 

of Puerto Rico Court of First Instance Superior Court, San Juan Part, Civil Action No. KAC02-4085 

(508). 

On July 23, 2002 David Efron re-filed his lawsuit in state court claiming the same allegations as in the 

federal case. On December 31, 2002 Efron voluntarily dismissed, released and discharged 

defendants and agreed that Efron's shares in the partnership are sold and transferred to the 

purchasers. 

Hilton Hospitality, Inc., and Promus Hotels, Inc. v. KIT, Inc., United States District Court for the District 

of New Mexico, Civil Action No. CIV-05-126JH. 

On February 4, 2005, Promus and Hilton Hospitality, Inc. filed suit against a former Hampton Inn and 

Suites franchisee seeking injunctive relief, to effectuate a complete de-identification of the hotel and 

for damages stemming from unpaid franchise fees. On February 28, 2005, the former franchisee, KIT, 

Inc., filed a counterclaim against Promus asserting claims of tortuous interference with a business 

relationship and certain intentional torts by a Promus employee for allegedly improperly convincing 

him to voluntarily terminate his agreement with us. On or about May 11, 2005, KIT, Inc. entered into a 

Stipulation Agreement which permanently precluded KIT, Inc. from using the Hampton brand marks in 

any way associated with the operation of the hotel. The parties settled the case by agreeing to 

dismiss their claims against each other in exchange for mutual releases. Promus did not make any 

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payment to the former franchisee as part of the settlement. The court entered an Order of Dismissal 

with Prejudice on July 12, 2006. 

Hilton Hotels Corporation and Promus Hotels, Inc. v. TSP Hotels, Inc.; Balwantsinh D. Thakor; 

Lataben B. Thakor; Nitin Shah; Dilipkumar M. Patel; Ramla Dilip Patel Shailendra Devdhara; and 

Does 1 through 10, Superior Court of State of California, County of Alameda, Docket No. 

RG04149793. 

On April 7, 2004, HHC (now Hilton Worldwide) and Promus filed suit against a former Hampton Inn 

franchisee and its individual owners and guarantors to collect unpaid franchise fees and to obtain 

reimbursement for costs, attorneys fees and other expenses associated with the resolution of a third 

party personal injury suit, Bridget Bray v. TSP Hotels, Inc., Promus Hotels, Inc., Hilton Hotels Corp., 

and S&S Security Services. The franchisee, TSP Hotels, Inc., failed to secure and maintain adequate 

insurance coverage required to defend and indemnify HHC (now Hilton Worldwide) and Promus for 

the third party action. In addition, the franchisee failed to pay its franchise fees. The license 

agreement was terminated on January 5, 2004 for failure to pay franchise fees, among other reasons. 

This collection action against the franchisee and the individual guarantors seeks the recovery of 

approximately $1,500,000.00 in combined damages. The defendants filed a cross complaint on May 

28, 2004 making insurance-related allegations against third parties unaffiliated with Hilton Worldwide 

and Promus (the “insurance parties”) and a counterclaim against Hilton Worldwide and Promus 

alleging wrongful termination, breach of the implied covenant of good faith and fair dealing, 

promissory estoppel, tortious interference and fraudulent misrepresentations that Promus would 

refrain from terminating the license agreement. The cross-complaint sought in excess of $1,000,000 

in combined damages and attorneys’ fees, expenses and costs from Hilton Worldwide, Promus and 

the insurance parties. Hilton Worldwide and Promus filed a Demurrer seeking dismissal of the crosscomplaint 

on the basis that the defendants’ claims against Hilton Worldwide and Promus are legally 

without merit based upon the clear language in the license agreement. The matter was settled on 

December 31, 2005 pursuant to a settlement agreement whereby the franchisee agreed to pay Hilton 

Worldwide and Promus $550,000 and dismiss their cross-complaint and counterclaim in exchange for 

Hilton Worldwide’s and Promus’s agreement to dismiss the complaint in its entirety. 

Palacio del Rio, Ltd. v. Hilton Hotels Corporation, et al., District Court of Bexar County, Texas, 407th 

Judicial District, Case No. 2000-CI-13691. 

This action was filed on September 19, 2000 by Palacio del Rio, Ltd. (“Palacio”), the owner of the 

Palacio del Rio in San Antonio, Texas. The Palacio del Rio is a hotel managed by HHC (now Hilton 

Worldwide) pursuant to a management agreement. The petition alleges that by acquiring Promus 

Hotel Corporation and its subsidiaries, Hilton Worldwide violated a territorial restriction in the 

management contract prohibiting it from owning or operating other hotels within the restricted territory, 

specifically with respect to five managed hotels, seven franchised hotels, and a yet-to-be built 

Embassy Suites managed hotel. The petition named as defendants (i) Hilton Worldwide, Promus 

Hotel Corporation, Promus Operating Company, Inc., Promus, Doubletree Corporation, Doubletree 

Hotels Corporation, and Hampton Inns, Inc. (collectively, the “Hilton Parties”) and (ii) Riverton Suites, 

Ltd. (“Riverton”) and HPI Suites, Inc. (“HPI”) (the developers of the Embassy Suites hotel). The 

petition was later amended on or about December 5, 2000 to add Doubletree Hotel Systems, Inc. as 

an additional defendant. As amended, the petition sets forth claims for breach of contract, breach of 

fiduciary duty, breach of confidential relationship, unfair competition, tortious interference with contract 

and prospective contractual relationships, civil conspiracy, temporary and permanent injunctive relief, 

attorneys’ fees, and disgorgement of fees and profits. 

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On October 23, 2000, the Hilton Parties, Riverton, and HPI filed answers denying the allegations of 

the petition and asserting affirmative defenses, including an affirmative defense of the Hilton Parties 

that Palacio’s claims against the Hilton Parties were subject to mandatory arbitration pursuant to an 

arbitration clause in the Palacio del Rio management agreement. The Hilton Parties filed a 

counterclaim asserting a claim against Palacio for tortious interference with business relations and a 

request for a declaratory judgment that the territorial restriction was not violated by Hilton Worldwide’s 

acquisition of pre-existing franchise and management agreements, or, in the alternative, that the 

territorial restriction is unenforceable. Riverton and HPI filed counterclaims against Palacio asserting 

claims for tortious interference with contract, tortious interference with prospective business relations, 

malicious prosecution, abuse of process, and unfair competition, and also named as additional 

defendants two entities related to Palacio, Zachry Enterprises, Inc. and Zachry Hospitality Corporation 

(collectively, “Zachry”). On the same day, a petition in intervention and third-party petition was filed by 

Hixon Properties Incorporated (“Hixon”), an affiliate of Riverton and HPI, asserting claims against 

Palacio and Zachry for tortious interference with contract, tortious interference with prospective 

business relations, abuse of process, unfair competition, suit to quiet title, attorneys’ fees, breach of 

contract, breach of fiduciary duty, and breach of the duty of good faith and fair dealing. (Riverton, 

HPI, and Hixon are referred to collectively as the “Hixon Parties”). 

On or about November 27, 2000, Hixon filed a cross-claim against the Hilton Parties (other than Hilton 

Worldwide) for fraud, fraudulent inducement, fraudulent concealment, civil conspiracy, negligent 

misrepresentation, breach of contract, and violations of the Texas Free Enterprise and Antitrust Act of 

1983, and against Hilton Worldwide for fraud, fraudulent concealment, civil conspiracy, and violations 

of the Texas Free Enterprise and Antitrust Act of 1983, based on allegations that the Hilton Parties 

induced Hixon to enter into the license agreement and management agreement for the Embassy 

Suites hotel despite a possible breach of the territorial restriction in the Palacio management contract. 

In response to Hixon’s cross-claims against the Hilton Parties, Palacio and Zachry filed cross-claims 

on or about November 29, 2000 for contribution against the Hilton Parties. 

On December 13, 2000, the court granted motions by the Hilton Parties to compel arbitration of the 

claims between the Hilton Parties and Palacio and stay all proceedings between the Hilton Parties 

and Palacio pending arbitration. In November, 2001, Palacio dismissed all of its claims in arbitration 

against Doubletree Corporation, Doubletree Hotels Corporation, and Doubletree Hotels Systems, Inc. 

An arbitration hearing was held on Palacio’s claims against the remaining Hilton Parties in April and 

May 2002. In August, 2002, the arbitration panel issued a final decision and award in which it held, 

with respect to the territorial restriction issues, that (i) the territorial restriction in the Palacio del Rio 

management contract applied to hotels owned, managed, or franchised under any brands owned by 

the Hilton Parties, (ii) Palacio could not unreasonably withhold its consent to the Hilton Parties’ 

ownership, management, or franchising of any such hotels, and (iii) Palacio had not unreasonably 

withheld its consent to the ownership, management, and franchising of the properties at issue. The 

panel did not award any monetary relief to Palacio on its claims related to the territorial restriction; but 

(y) deleted a right of first refusal on sale contained in the Palacio del Rio management agreement, 

and (z) inserted a performance test in the Palacio del Rio management agreement under which Hilton 

Worldwide’s base management fee would be reduced by specified amounts if the Palacio del Rio’s 

RevPAR index fell below its pre-merger level. The panel also awarded each side a portion of its 

respective attorneys’ fees, with a greater portion awarded to Hilton Worldwide. 

In January 2002, the state court granted a motion of the Hilton Parties for partial summary judgment 

and dismissed the Hixon Parties’ claims against the Hilton Parties for breach of contract. In April, 

2003, the state court granted a motion of the Hilton Parties for partial summary judgment and 

dismissed the Hixon Parties’ claims against the Hilton Parties for violations of the Texas Free 

Enterprise and Antitrust Act of 1983. Trial on the remaining state court claims commenced on May 

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27, 2003. At the close of evidence on June 5, 2003, the court granted the Hilton Parties’ motions for a 

directed verdict as to the Hixon Parties’ claims for fraud, fraudulent inducement, fraudulent 

concealment, and civil conspiracy. The parties then entered into a settlement under which the Hilton 

Parties paid $1,800,000 to Hixon in exchange for dismissal of the negligent misrepresentation claim 

and full mutual releases of all other known and unknown claims. 

Inn on Robinwood, Inc., Alamance Inns, Inc. v. Promus Hotels, Inc., Hilton Hotels Corporation, United 

States District Court for the Middle District of North Carolina, Civil Action No. 1:03CV00885. 

On September 17, 2003, two Hampton Inn franchisees filed suit against Promus and HHC (now Hilton 

Worldwide) seeking declaratory relief and preliminary and permanent injunctive relief and alleging 

claims for breach of contract, tortious interference with contractual relations, unjust enrichment, and 

unfair and deceptive trade practices. The action followed a previous state court lawsuit brought by 

Promus against the same franchisees, Promus Hotels, Inc. v. Inn on Robinwood, Inc. and Alamance 

Inns, Inc. (Tennessee Chancery Court, 30th Judicial District at Memphis, No. 110186-2 T.D.), to 

recover unpaid fees. The actions concerned the franchisees’ attempt to reject various system wide 

Hampton Inn programs instituted by Promus, despite full participation in those programs by all other 

franchisees in the Hampton Inn system. Believing that the franchisees’ actions were in violation of the 

license agreements and were potentially undermining the integrity and uniformity of the Hampton Inn 

system and thereby harming its other franchisees, Promus concluded that it was necessary to 

immediately remove the franchisees from the system. Promus agreed in this unique circumstance to 

pay the franchisees $575,000 for early termination of both license agreements, dismissal with 

prejudice of both actions, and the franchisees’ prompt exit from the Hampton Inn system including deidentification 

of the properties. 

Pillion Properties, Inc. v. Promus Hotels, Inc. and Hilton Hotels Corporation, Dallas County, Texas 

District Court Docket Number 03-5484, United States District Court for the Northern District of Texas, 

Civil Action Number 3-03-CV-1317N, and United States Bankruptcy Court for the Northern District of 

Texas, Fort Worth Division, Case Number 03-45909-DML-11. 

On June 2, 2003, the plaintiff, a Hampton Inn franchisee, filed its Complaint seeking, among other 

things, injunctive relief enjoining the defendant Promus Hotels, Inc. from moving forward with a 

planned termination of the license agreement relating to the plaintiff’s failure to pay franchise fees. 

The complaint also asserted claims against the defendants for breach of contract, promissory 

estoppel, tortuous interference, unfair competition, conspiracy, fraud and fraudulent concealment. The 

Dallas County District Court entered an ex parte Order restraining Promus from terminating the 

license agreement for 5 days and established an injunction hearing date. Prior to the injunction 

hearing date, the Defendants removed the action to the United States District Court for the Northern 

District of Texas. In the federal court, the plaintiff sought to renew its request for injunctive relief. The 

defendants filed their Answer denying all of the plaintiff’s allegations. The hearing for a preliminary 

injunction was set to be heard on June 26, 2003. Hours before the hearing, the plaintiff filed its 

Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Northern District of 

Texas. On September 11, 2003, the defendants filed a Motion for Relief from the Automatic Stay 

seeking permission to move forward with termination of the license agreement. On December 17, 

2003, the Bankruptcy Court entered an Order Modifying the Automatic Stay permitting Promus to 

terminate the license agreement. On December 31, 2003, the license agreement was terminated and 

the hotel was removed from the system. 

{000011-999987 00174938.DOC; 2} 


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Promus Hotels, Inc. v. Hadnot Hotel Properties, L.L.C., Hadnot Enterprises, L.L.C., British American 

Properties Alexandria, L.L.C., Heights Hospitality Corporation, Edwin W. Leslie and Thomas F. 

Noons, United States District Court for the Western District of Louisiana, Civil Action No. CV04-2454- 

A. 

On December 3, 2004, Promus Hotels, Inc. filed suit against a former Hampton Inn franchisee and its 

guarantors to collect unpaid franchise fees and to effectuate a complete de-identification of the hotel. 

On April 27, 2005, certain defendants, including the franchisee, asserted a counterclaim against 

Promus alleging negligent misrepresentation and detrimental reliance based upon the counterplaintiffs’ 

belief that Promus had consented to the transfer of the underlying license agreement as part 

of an overall sale of the hotel. The parties entered into a settlement agreement whereby the 

defendants agreed to Promus $25,000 and the parties each agreed to dismiss their claims against 

each other in exchange for mutual releases. Promus did not make any payment to the former 

franchisee as part of the settlement. The court entered an Order of Dismissal with Prejudice on 

August 21, 2007. 

AJ & J Real Estate Development North, LLC v. Promus Hotels, Inc., The United States District Court 

for the Western District of Michigan, Case No. 1:08-cv-2135609 (JTN). 

On February 28, 2008, AJ & J Real Estate Development North, LLC (“AJ&J”), a current Hampton Inns 

franchisee in Cadillac, Michigan, filed suit against Promus Hotels, Inc., in the Circuit Court for the 

County of Wexford, Michigan alleging that the Promus’ removal of AJ&J from the reservation system 

and notice of termination for AJ&J’s failure to comply with certain system standards was a violation of 

the Michigan Franchise Investment Law. AJ&J has asserted claims against Promus for a temporary 

restraining order, preliminary injunction, damages for an alleged violation of the Michigan Franchise 

Investment Law, declaratory judgment and unjust enrichment. In addition to injunctive relief, AJ&J is 

seeking compensatory damages, costs and attorneys’ fees. On March 3, 2008, Promus removed the 

case from state court to the United States District Court for the Western District of Michigan. The 

parties entered into a settlement agreement whereby the plaintiff agreed to leave the Hampton Inns 

system and to pay outstanding franchise fees and Promus’ attorneys’ fees in an amount totaling 

$67,000 in exchange for Promus’ waiver of any liquidated damages. The plaintiff’s complaint has 

been voluntarily dismissed with prejudice. 

Metroplaza Two Associates, LLC, individually and on behalf of LaSalle Bank N.A. as Trustee for the 

Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass 

Through 2006-C24 v. Hilton Inns, Inc., (Supreme Court of The State of New York, County of Queens, 

Index No. 2156/2007). 

On January 19, 2007, plaintiff Metroplaza Two Associates, LLC (“Metroplaza Two”), licensee of the 

Woodbridge Hilton in Iselin, New Jersey, filed a complaint and a motion, by Order To Show Cause, 

seeking a preliminary injunction enjoining Hilton Inns from terminating Metroplaza Two’s Woodbridge 

Hilton Franchise License Agreement. On February 22, 2007, plaintiff and a related entity, Metroplaza 

III New Jersey Associates, LLC (“Metroplaza III”), filed an Amended Complaint, which alleged, 

generally, that Hilton Inns and Promus wrongfully terminated the Franchise License Agreements for 

Metroplaza Two’s operating Woodbridge Hilton and Metroplaza III’s planned Homewood Suites Hotel. 

Plaintiffs sought a declaratory judgment that the Woodbridge Hilton termination notice was invalid; a 

preliminary and permanent injunction enjoining Hilton Inns from enforcing the Woodbridge Hilton 

termination notice; compensatory damages arising from Hilton Inns’ issuance of the termination 

notice; compensatory damages arising from Promus’s issuance of the Homewood Suites termination 

notice; and, compensatory and punitive damages arising from Hilton Inns’ alleged tortious interference 

with the Homewood Suites Franchise License Agreement. The court has granted plaintiffs’ motion for 

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a preliminary injunction, enjoining Hilton Inns from terminating the Woodbridge Hilton Franchise 

License Agreement, but denied plaintiffs’ motion for a preliminary injunction seeking to enjoin the 

termination of the Promus Homewood Suites Franchise License Agreement. The court has also 

granted the motion to intervene filed by plaintiffs’ lender, LaSalle Bank N.A. The parties entered into a 

Settlement Agreement in 2009 whereby (i) HLT Existing Franchise Holding LLC, as successor in 

interest to the named defendants issued a cure letter with regard to the Hilton Woodbridge, 

Metroplaza Two, the Lender and the Hilton parties released all claims against each other, and 

dismissed all actions involving Metroplaza Two (including dissolving the preliminary injunction) with 

prejudice; and (ii) all claims involving Metroplaza III were dismissed without prejudice, with mutual 

releases effective if Metroplaza III applied to Homewood Suites Franchise LLC within 90 days for a 

new Homewood Suites Franchise License Agreement and the application was accepted. The 

application was made and approved, and all claims are released, 

HLT Existing Franchise Holding, LLC v. Richfield Hotel Associates Limited Partnership, Richfield Inn 

Limited Partnership, Palsco, Inc., Caps, General Partnership, Thomas W. LaSalle, Arthur J. Petrie, 

William L. Brusman, Cynthia Sherman, and Susan Matzke United States District Court for the 

Western District of Tennessee, Docket No. 2:08-cv-02372-tmp. 

On or about May 8, 2008, HLT Existing Franchise Holding LLC (“HLT Existing”), as successor-ininterest 

to Promus Hotels, Inc., filed this action against a former franchisee and its general partners 

for collection of $233,325.36 in past due amounts under an expired license agreement, plus interest, 

attorney fees and costs. Defendants filed counterclaims against HLT Existing for breach of contract, 

breach of covenant of good faith and fair dealing, breach of fiduciary duty, conversion, and tortious 

interference with contractual relationships and business advantage. All of the counterclaims related to 

alleged wrongful use by Promus of customer lists and goodwill of the former franchisee. HLT Existing 

denied liability under the counterclaims. The parties entered into a confidential Settlement Agreement 

whereby the defendants paid $165,000 in damages, plus court cost of $500 and the parties mutually 

dismissed all claims with prejudice. The Judgment of Dismissal with Prejudice was entered February 

9, 2009. 

C. CONCLUDED ACTIONS – INVOLVING HILTON WORLDWIDE (F/K/A HHC) 

Majestic Resorts, Inc. v. HPP Hotels USA, Inc. (f/k/a Conrad Hotels USA, Inc.), Hilton Hotels 

Corporation, and Conrad Hospitality, LLC, (JAMS Arbitration No. 1260000590). 

On or about May 4, 2007, Majestic Resorts, Inc. (“Majestic”) initiated an arbitration against HPP 

Hotels USA, Inc. (f/k/a Conrad Hotels USA) (“HPP Hotels”), HHC (now Hilton Worldwide), and Conrad 

Hospitality LLC (collectively, “the Conrad Parties”) asserting claims for breach of contract, breach of 

the duty of good faith and fair dealing, promissory estoppel, and intentional and/or negligent 

misrepresentation. The arbitration was filed after Conrad terminated the management agreement for 

a proposed Conrad condominium-hotel and Waldorf Astoria residences in Las Vegas when Majestic 

repeatedly failed to meet project development deadlines. On March 6, 2008 the arbitration panel 

issued a unanimous award in favor of the Conrad Parties and awarding the Conrad Parties 

$1,154,601.28 in costs and attorneys’ fees. The arbitration award was confirmed in its entirety on 

June 10, 2008 by the District Court of Clark County, Nevada, which also awarded the Conrad Parties 

their attorneys’ fees incurred in confirming the award. Majestic appealed to the Nevada Supreme 

Court. On February 26, 2010, the Nevada Supreme Court affirmed the District Court’s decision. The 

time for filing a rehearing has expired. 

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U.S. v. Hilton Hotels Corporation, et al. (United States District Court, District of Oregon, Case No. 70- 

.310) 

On or about May 12, 1970, the United States filed a civil complaint against HHC (now Hilton 

Worldwide) (among other defendants), alleging the violation of Section 1 of the Sherman Act 

consisting of engaging in a combination and conspiracy in restraint of trade by giving preferential 

treatment to hotel suppliers paying assessments to the Greater Portland Convention Association and 

by curtailing or threatening to curtail purchases of hotel supplies from hotel suppliers which did not 

pay assessments to the Greater Portland Convention Association. On or about November 29, 1971, 

pursuant to a stipulation filed October 26, 1971, the court entered a final judgment against Hilton 

Worldwide enjoining and restraining it from engaging in any agreement, understanding, combination, 

conspiracy or concert of action to give or promise to give preferential treatment in purchasing hotel 

supplies to any hotel suppliers, or to curtail or terminate or threaten to curtail or terminate the 

purchase of hotel supplies from any hotel suppliers. The order and injunction further restrained and 

enjoined Hilton Worldwide from engaging in activities which were the subject matter of the Complaint 

in the action. This restraining order and injunction applied to Hilton Worldwide, its subsidiaries ), and 

the officers and directors of Hilton Worldwide and its subsidiaries, including the officers and directors 

listed in Item 2 of this Disclosure Document., 

Century Pacific, Inc. and Becker Enterprises, Inc. v. Hilton Hotels Corporation, Doubletree 

Corporation, and Red Lion Hotels, Inc., (United States District Court, Southern District of New York, 

Case No. 03 CV 8258). 

On or about October 17, 2003, two former franchisees of Red Lion Hotels, Inc. (“Red Lion”) filed a 

complaint against HHC (now Hilton Worldwide), Doubletree Corporation, and Red Lion asserting 

claims for violation of Sections 683 and 687 of the New York Franchise Act, common law fraud, 

negligent misrepresentation, and fraudulent omission, based on Hilton Worldwide’s sale of Red Lion 

and the Red Lion brand to a third party. On April 21, 2004, the court dismissed the claims based on 

the New York Franchise Act. On April 4, 2005, the defendants filed a motion for summary judgment, 

which was heard on May 5, 2006. On May 10, 2006, the court granted defendants’ motion to strike 

plaintiffs’ jury demand. On October 16, 2007, the court granted defendants’ motion for summary 

judgment and dismissed the plaintiffs’ complaint in its entirety. One of the former franchisees 

subsequently agreed to waive its appeal in exchange for a dismissal of defendants’ counterclaims 

against it and mutual releases of all known and unknown claims. On December 5, 2008, defendants 

entered into a settlement agreement with the other former franchisee under which (i) the parties 

stipulated to entry of a judgment under Rule 54(b) of the Federal Rules of Civil Procedure in favor of 

defendants on the former franchisee’s claims, (ii) defendants’ counterclaims were stayed pending 

disposition of the former franchisee’s appeal on the summary judgment ruling, (iii) the parties 

stipulated to a $400,000 judgment in favor of defendants, to be entered if the former franchisee does 

not prevail on its appeal, and (iv) the former franchisee placed $300,000 into escrow to be either 

applied against the judgment or, if the former franchisee is successful on its appeal, returned to the 

former franchisee. On November 25, 2009, the appellate court affirmed the judgment in favor of 

Hilton Worldwide and no further appeal was taken. 

D. LITIGATION AGAINST LICENSEES BROUGHT IN 2010 

Our affiliate HLT Existing Franchise Holding LLC brought 3 lawsuits against former Hampton 

franchisees as follows: 

HLT Existing Franchise Holding LLC v. A-1 Hotel Investments, LLC, Case # 651366/2010 (Supreme 

Court for the State of New York, County of New York) for past due fees and liquidated damages.HLT 

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Existing Franchise Holding LLC v. North East Property, LLC, Case # 1:10-cv-08006-LBS (US District 

Court SDNY) for past due fees, liquidated damages, and de-identification. 

HLT Existing Franchise Holding LLC v. Thomas G. Christopoulus, et al., Case # 110872/2010 

(Supreme Court for the State of New York, County of New York) for past due fees. 

ITEM 4 

BANKRUPTCY 

Three of our independent directors, Robert Rowell, Joseph Winrich and Douglas M. Steenland also 

serve, or have served, as independent directors for other companies, five of which (identified below) 

filed for bankruptcy protection under the United States Bankruptcy Code in the past ten years. 

In re Extended Stay, Inc. et al., Case No. 09-13764-JMP, United States Bankruptcy Court for the 

Southern District of New York (Chapter 11 Petition filed June 15, 2009). The Fifth Amended Joint Plan 

of Reorganization was confirmed and approved by the Court on July 20, 2010. Messrs. Rowell and 

Winrich serve as independent directors for the debtor. 

In re CCI Funding I, LLC, Case No. 09-17437-MER, United States Bankruptcy Court for the District of 

Colorado (Chapter 11 Petition Filed April 24, 2009). The Meeting of the Creditors was held on May 27, 

2009. The debtor has not yet filed its Plan of Reorganization. Mr. Winrich serves as an independent 

director for the debtor. 

In re Manchester Inc., Case No. 08-30703-BJH, United States Bankruptcy Court for the Northern 

District of Texas (Chapter 11 Petition filed February 7, 2008). On June 23, 2008, the Bankruptcy Court 

confirmed Debtors’ Third Plan of Reorganization. Messrs. Rowell and Winrich serve as independent 

directors for the debtor. 

Cascade Grain Products, LLC, Case No. 09-30508-ELP, United States Bankruptcy Court for the 

District of Oregon (Chapter 11 Petition filed January 28, 2009). On September 28, 2009, the case was 

converted from a Chapter 11 to a Chapter 7 proceeding. Mr. Winrich serves as an independent 

director for the debtor. 

In re Northwest Airlines Corporation, Case No. 05-17930, United States Bankruptcy Court for the 

Southern District of New York (Chapter 11 Petition filed September 14, 2005). On May 18, 2007, the 

Bankruptcy Court confirmed the Debtor’s First Amended Joint and Consolidated Plan of 

Reorganization. 

Other than the bankruptcy proceedings described above, no bankruptcy is required to be disclosed in 

this Item. 

Development Services Fee 

ITEM 5 

INITIAL FEES 

All prospective licensees must complete an Application for a System Hotel, whether for New 

Development, Conversion, Change of Ownership, or a Re-licensing situation. When you submit the 

Application to us for processing, you must also pay a Development Services Fee based upon the 

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23

proposed number of Guest Rooms in your hotel (the “Development Services Fee”). The Development 

Services Fee for a New Development, Conversion, or Change of Ownership is $65,000 for the first 

100 guest rooms or suites plus $450 for each additional guest room or suite, with a minimum fee of 

$65,000. The Development Services Fee for a Re-licensing is $25 per guest room/suite multiplied by 

the number of years in the term of the new Franchise License Agreement. If you increase the 

proposed number of Guest Rooms for the hotel at any time after your Application is approved and 

before the opening of your hotel under the Licensed Brand, you must obtain our approval and pay the 

additional Development Services Fee owed, if any, as if you had included those additional Suites as 

part of your original Application. The current form Application is attached as Exhibit F. 

You must provide all the information we ask for in your Application. We may on occasion approve 

your Application before you supply all of the information, but if we do so, this approval will be 

conditioned on our receiving the rest of the information within the time we specify. If you fail to provide 

the rest of the information within the specified time, we may terminate our offer. If we terminate our 

offer, we will not refund the Development Services Fee. If you withdraw your Application before we 

approve it, or if we deny your Application, we will refund the Development Services Fee, without 

interest, less a $7,500 processing fee, which may be waived or reduced at our discretion. If we 

approve your Application subject to certain requirements, we may terminate our offer if you fail to 

meet those requirements. Once we approve your Application, the fee is usually non-refundable, even 

if we subsequently terminate our offer. However, if your Application is for a Change of Ownership and 

we approve your Application but the Change of Ownership does not occur, we will refund your 

Development Services Fee, without interest and less a $7,500 processing fee. In addition, we and 

our predecessor have occasionally agreed to give full or partial refunds under unique circumstances. 

We and our predecessor have also occasionally agreed to credit the non-refundable Development 

Services Fee toward the Development Services Fee of another application for the Licensed Brand if 

submitted and approved within a limited amount of time (usually six months or less). However, we 

and our predecessor have not always agreed to do so, and we may freely choose not to credit the 

Development Services Fee toward the Development Services Fee of another application for the 

Licensed Brand even under these circumstances. 

While the Development Services Fee is usually applied uniformly, we may elect to reduce it after 

considering criteria which may include: incentives for the development of hotels using the System, a 

hotel's market position, the property size and the number of hotels in the System operated by a 

licensee. We may also occasionally negotiate the Development Services Fee for licensees with whom 

we or our predecessor have previously dealt, for conversions, or for licensees in other unique 

circumstances. However, we do not always reduce or negotiate the Development Services Fee even 

for licensees possessing these characteristics, and we may freely choose not to reduce your 

Development Services Fee or negotiate with you, even if you possess some or all of these 

characteristics. In 2010, licensees paid Development Services Fees ranging from $50,000 to 

$59,000 for a Hampton Inn hotel, and from $25,000 to $63,950 for a Hampton Inn & Suites hotel. In 

limited and extraordinary situations, we waived all or part of the Development Services Fee. 

While we generally require payment of the Development Services Fee in a lump sum when you 

submit your Application, we may occasionally allow payment of the Development Services Fee in 

installments over a limited time period before the start of construction work on your hotel. If we do so, 

we will not charge interest or require a security interest over the installment period. You may prepay 

the unpaid amount of the Development Services Fee at any time. If there is a default under the 

Franchise License Agreement, the outstanding installment payments are accelerated and become 

your immediate obligation, along with court costs and attorney's fees for collection. (See Item 17). 

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24

In addition to the Development Services Fee, if you are applying for a franchise for a hotel that was 

previously operated as a System Hotel, we may require, as a condition of approving your application, 

that you pay outstanding royalties and other fees due under the prior franchise license agreement 

relating to the System Hotel. 

Product Improvement Plan 

If you desire to convert an existing hotel to an Hampton Inn or Hampton Inn & Suites Hotel or apply 

for a Change of Ownership or other Re-licensing of an existing Hampton Inn or Hampton Inn & Suites 

Hotel, we charge an additional non-refundable fee of $5,000 to prepare the product improvement plan 

(the "Product Improvement Plan" or “PIP”) for the hotel. You must pay the fee before we schedule the 

PIP inspection. In rare situations which probably do not apply to you, we may waive the PIP fee. We 

occasionally apply the PIP fee towards the payment of your Development Services Fee. 

Construction Extension Fee 

You must start construction at your hotel by the Construction Commencement Date (the “CCD”) 

specified on the Rider to your Franchise License Agreement. The CCD under a Franchise License 

Agreement for New Development situations is 15 months from the date we approve your Application. 

We establish CCDs for Conversion situations as well as for work on room additions on a project-byproject 

basis. If you want to request an extension of the CCD for a New Development situation, you 

must submit a written request before the CCD, describing the status of the project and the reason for 

the requested extension. If we approve the extension, we will set a new CCD and you must pay a 

$10,000 extension fee and enter into an amendment to the Franchise License Agreement setting the 

new CCD and project milestone dates. We occasionally waive this fee or may offer to refund it if you 

meet the extended CCD deadline date. 

Renovation Work Completion Fee 

If you are converting your hotel, you must complete the renovation by the date specified as the 

renovation work completion date (the “RWCD”) on the Rider to your Franchise License Agreement. If 

you want to request an extension of the RWCD, you must submit a written request before the RWCD 

describing the status of the project and the reason for the requested extension. If we approve the 

extension, we will set a new RWCD and you must pay a $10,000 extension fee and enter into an 

amendment to the Franchise License Agreement setting the new RWCD and project milestone dates. 

We occasionally waive this fee or may offer to refund it if you meet the extended RWCD deadline 

date. 

Computer System Fees 

You must install and use our required business software and hardware system, currently known as 

OnQ ® , which we may change from time to time. Currently, OnQ is Hilton Worldwide’s business system 

comprised of software that currently includes a proprietary property management component, 

reservations component, revenue management component rate & inventory component, learning 

management component and other components Hilton Worldwide considers necessary to support the 

following activities: reservations, distribution, sales, customer relationship management (CRM), hotel 

operations, and business intelligence gathering and analysis. The OnQ system is linked to a 

communications network which connects System hotels to Hilton Worldwide’s reservation offices and 

travel planners worldwide. Because of its proprietary nature, Hilton Worldwide is the only supplier of 

the OnQ software, including the property management component and revenue management 

component. All licensees must use the OnQ software. The OnQ proprietary software is not available 

from any other source. We are not able to determine and disclose a separate market price because 

{000011-999987 00174938.DOC; 2} 


25

there is no third party market for this product. The OnQ system also includes specific hardware 

required to operate the software system. We may choose to change the way in which the OnQ data 

is delivered to the property in our sole judgment as changes are made to the architecture of the OnQ 

product. 

A portion of your Monthly Program Fee pays for the standard hardware required for OnQ. This 

hardware will be provided by third parties, installed by HSS, and maintained by HSS or its agents. 

You may only acquire the required hardware for OnQ through the program. Under the OnQ program 

you do not need to purchase the standard Network Authorized Equipment (as defined in the HITS 

Agreement, Exhibit G to this Disclosure Document). However if you choose to, you may purchase the 

hardware from a third party vendor, but if you do, you must pay the vendor the cost of the equipment 

in addition to the portion of the Monthly Program Fee you pay us, and you must pay Hilton Worldwide 

or HSS for all its reasonable expenses in determining that the hardware meets the exact 

specifications provided by its Implementation Department. If you purchase the hardware from a third 

party vendor, you must pay Hilton Worldwide or HSS for all its reasonable expenses in determining 

that the equipment conforms to its specifications; configuration costs; installation costs; reasonable 

travel and other expenses of Hilton Worldwide employees and vendors who perform installation 

services; necessary communication vehicles (phone lines, network connections); and installation fees 

for connection to communication vehicles. In 2010, costs for work to ensure that OnQ hardware from 

third party vendors met the technical criteria ranged from $5,000 to $10,000 depending upon a 

licensee’s location, local connection charges and the number of work-stations at the hotel. 

In addition to the portion of your Monthly Program Fee that pays for the standard hardware required 

for OnQ, you must pay Hilton Worldwide or HSS the related up-front software and installation fees 

and charges approximately 45 days before your hotel opens. The standard up-front software (the 

operating system and interface software) and installation fees and charges will cost between $34,000 

and $79,000 and are based on the size of the hotel and number of workstations. The up-front 

computer costs are not refundable. You must also pay the reasonable travel related and other 

expenses of Hilton Worldwide’s or HSS’s employee(s). In 2010, costs for software and installation 

fees and charges ranged between $34,000 and $79,000. 

Approximately 90 to 120 days before the your hotel opens, you must sign the agreement for OnQ (the 

“HITS Agreement”) and/or other related agreements we require, which will govern your access to and 

use of this computerized system. The current HITS Agreement is Exhibit G to this Disclosure 

Document. The package currently includes hardware, software, installation and support. 

If you add or construct additional guest rooms at the hotel at any time after you sign the Franchise 

License Agreement, you must pay Hilton Worldwide or HSS an additional fee, based upon the then 

prevailing per guest room/suite software fee charged to System hotels multiplied by the number of 

additional Guest Rooms (currently, $100 per additional guest room/suite). 

In addition, under the HITS Agreement and/or other required agreements, you must pay Hilton 

Worldwide or HSS for services they provide in connection with the start up of OnQ. The number of 

Systems Implementation Consultants and number of days on site is determined by Hilton Worldwide 

or HSS and is based upon size and type of hotel. Under the HITS Agreement, a Hilton Worldwide or 

HSS representative must be on-site for your hotel’s opening. Once the representative is on-site, any 

delays in your hotel’s opening will result in additional expense to you. In 2010, delays in a hotel 

opening date resulted in charges of $700 per representative per day for each additional day the 

representative remained at the hotel, plus the representative's additional travel expenses. If the delay 

resulted in the departure and re-scheduling of the representative's on-site service period, a $2,000 rescheduling 

fee plus the representative's additional travel expenses were charged. 

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26

You must provide (at your cost) the communications vehicles necessary for the support and operation 

of OnQ, currently including wide area network connections to the Reservations Service, electronic 

mail and Internet via HSS’s converged OnQ/HSIA connection (INCS) and/or dial-up connection and 

routers. The cost for the OnQ portion of the OnQ/HSIA connectivity will be billed to the hotel by Hilton 

Worldwide or HSS, at $350 per month. OnQ/HSIA connection billing will begin at the time the circuit is 

installed. This should occur approximately 45 days prior to opening. You will be responsible for any 

fees that are assessed by the OnQ/HSIA connection installation vendor, including rescheduling or 

cancellation fees. Rescheduling and cancellation fees typically range from $500 to $2,000 per incident 

depending on circumstances and vendors. 

Hilton Worldwide currently utilizes Microsoft Exchange for electronic mail service. The initial one time 

set-up fee is $250. For each account, there is an additional $68 one time set-up fee per user. The 

approximate ongoing monthly cost for this service is currently $9.20 per user per month for all users. 

We currently pay for the cost of three email accounts per month per hotel. You pay for all additional 

email accounts which are billed to the hotel. (See Item 6). 

We encourage (and may require) you to sign a hardware maintenance contract for OnQ. If you sign a 

maintenance contract for OnQ, you must pay the first month’s fee within 30 days following shipment of 

the computer equipment. Although subject to change, in 2010, these fees ranged from $500 to 

$1,200 per month. 

The monthly maintenance fees for the OnQ/HSIA connection equipment and connections (to the 

CRS, electronic mail and the Internet), as well as for OnQ support as described in the previous two 

paragraphs, are subject to increase by us on an annual basis. These fees are non-refundable. 

You must provide high speed internet access (“HSIA”) for all guest rooms and meeting rooms at your 

hotel in accordance with brand standards. You must purchase and install hardware and software to 

meet this HSIA requirement from Hilton Worldwide (or its designee) in addition to the hardware and 

software for OnQ. The additional hardware, software and support must meet Hilton Worldwide’s 

requirements and specifications. You must provide a dial in line for out-of-band equipment 

management at your own cost. 

The hardware for HSIA will be provided by third parties chosen by HSS, installed by HSS or a third 

party that we designate, and maintained by HSS or a third party that HSS designates. Under rare 

circumstances, we may permit you to purchase the hardware from a third party vendor, but if you do, 

you must pay Hilton Worldwide or HSS for all its reasonable expenses in determining that the 

equipment conforms to its specifications including configuration costs; installation costs; reasonable 

travel and other expenses of Hilton Worldwide’s or HSS’ employees and vendors who perform 

installation services; necessary communication vehicles (phone lines, network connections); and 

installation fees for connection to communication vehicles. In 2010, costs for work to ensure that HSIA 

hardware from third party vendors met the technical criteria ranged from $5,000 to $10,000 depending 

upon a licensee’s location, local connection charges and the amount of HSIA equipment purchased 

for the hotel. 

We currently estimate that it will cost between $19,000 and $26,000 for a 52-room hotel, between 

$21,000 and $27,000 for an 80-room hotel, and between $37,000 and $50,000 for a 101 room hotel, 

depending on the type of solution you deploy. This estimate (exclusive of any taxes) is based on a 

hotel with the number of guest rooms specified above and currently includes hardware, software, 

installation, and certain other costs and fees, with the exception of structured cable and cabling 

installation (Category 5e or Category 6). (See Items 7 and 11.) 

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27

You must also arrange and pay for the ongoing high speed internet service. You must purchase this 

service from HSS or its designated supplier. We currently estimate that it will cost between $1,100 

and $3,700 per month for a 52-room hotel, between $1,200 and $3,800 per month for an 80-room 

hotel, and between $1,300 to $3,900 per month for a 101 room hotel. This estimate includes not only 

high-speed internet access (e.g. the HSIA portion of the OnQ/HSIA connection) but also monthly 

service for the required dial in line, 24x7 call center support and HSIA equipment break-fix 

maintenance. Your costs will depend on your hotel size, number of meeting rooms, and bandwidth 

usage. (See Items 7 and 11.) 

Training Program Fees 

We provide required training programs that your general manager and/or other key personnel must 

complete before certification for opening a new Hampton Inn or Hampton Inn & Suites hotel. This 

training is required for new as well as existing hotels. We may charge you for the training services 

and materials. As of the date of this Disclosure Document, these costs range from $50 to $4,400. You 

must also bear the cost of wages, travel, lodging and other expenses of your general manager and 

any other trainees. Training program fees are not refundable. 

Optional Procurement Services 

If we or our affiliates furnish, supply, service or equip your hotel at your request before it opens, then 

you must pay or reimburse us or them for all costs incurred at your request, and related service fees. 

In particular, Hilton Supply Management, as we specify, distributes hotel furniture, furnishings, 

fixtures, equipment and supplies, and certain food and beverage supplies. You may purchase these 

items from Hilton Supply Management, as we specify, but you are not obligated to do so. If you 

choose to buy from Hilton Supply Management, it will invoice you for the cost of the products acquired 

for you, plus a procurement fee of up to 10% of the cost of the product, plus freight costs and sales 

tax. 

Miscellaneous Services 

From time to time, we, our parents and/or our affiliates may offer you additional services. These could 

include additional training for you and your employees, assistance in recruiting various types of 

employees, and other services and programs. Most of these services and programs will be optional, 

although some may become mandatory, including systems upgrades and changes in System 

standards, which may require additional mandatory training or participation in additional programs. 

We or our affiliates currently offer many additional optional training courses, varying from several 

hours to several weeks and costing from zero to $4,400 per course (with length, fees and offerings 

subject to change at any time). Some courses may be offered on CD ROM, DVD, Internet, Intranet, or 

other media. For programs that include travel by your employees, you will also pay their travel, 

compensation, living expenses and miscellaneous expenses. For programs that include travel by our 

(or our affiliate’s) trainers to your hotel site, you may also be required to pay travel, lodging, tax and 

meals of the trainers. Examples of these additional courses include Marketing, Sales, Information 

Technology, Training and Development, and General Management. 

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28

ITEM 6 

OTHER FEES 

(1) 

(2) 

(3) 

(4) 

TYPE OF FEE 

General 

Monthly Royalty 

Fee 

Monthly Program 

Fee 

AMOUNT 

6% of Gross Rooms 

Revenue 

4% of Gross Rooms 

Revenue. From time to 

time, we may offer 

qualifying licensees 

incentive programs that 

may reduce the Monthly 

Program Fee to as much 

as 3.5%. 

DUE DATE 

Payable monthly 

by the 15 th day of 

the following 

month. 

Payable monthly 


the following 

month. 

See Note 1. 

REMARKS 

We may change the Monthly Program 

Fee. See Notes 1 and 2 and Item 11. 

Room Addition Fee Prevailing per guest room 

Development Services 

Fee charged to System 

Hotels multiplied by the 

number of additional 

guest rooms (currently, 

$450 per guest room or 

suite). 

Maintenance Fees 

for OnQ, OnQ 

Connectivity, and 

E-mail 

Additional 

OnQ Fees 

Prevailing PIP Fee if we 

require you to renovate 

the hotel payable at the 

time of inspection. 

$500 to $1,200 per month 

for maintenance support, 

$350 per month for OnQ 

connectivity, and 

approximately $9.20 for 

e-mail per user, per 

month, for all users. We 

currently pay for the cost 

of three email accounts 

per month per hotel. You 

pay for all additional email 

accounts which are billed 

to the hotel. 

If you add or construct 

additional guest rooms at 

the hotel at any time after 

you sign the Franchise 

License Agreement, you 

must pay or HSS or Hilton 

Worldwide an additional 

fee, based upon the then 

prevailing per guest 

Due with 

application for 

approval. 

OnQ 

maintenance 

Payable Monthly 


the following 

month. OnQ 

connectivity 

billed monthly. 

E-mail billed 

quarterly. 

When the 

additional guest 

room/suites are 

completed. 

If you add or construct additional guest 

rooms at the hotel at any time after you 

open the hotel under the Licensed 

Brand, you must pay us a 

nonrefundable Room Addition Fee. As 

a condition to granting approval, we 

may require you to upgrade the hotel, 

and if we do, you must pay us a PIP 

Fee to determine the renovation 

requirements for the hotel. The Room 

Addition Fee will become nonrefundable 

on our approval of your 

application. 

Fee is determined by the number of 

workstations and other OnQ equipment 

at your hotel. The monthly 

maintenance fees for the OnQ 

connectivity equipment and 

connections (to the Hilton wide area 

network, electronic mail and the 

Internet) as well as for OnQ support 

are subject to increase by Hilton 

Worldwide or HSS on an annual basis. 

These fees are non-refundable. See 

Item 5. 

Fee is currently $100 per guest 

room/suite. 

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29

(1) 

TYPE OF FEE 

Maintenance Fees 

for HSIA 

Stay Connected 

Circuit Cost 

(2) 

AMOUNT 

room/suite fee charged to 

System hotels multiplied 

by the number of 

additional guest rooms 

(currently, $100 per 

additional guest 

room/suite). 

Stay Connected Program 

maintenance cost is $3.50 

per room per month. 

$900-$3,500 per month 

for the guest internet 

circuit depending on 

circuit size, type and 

physical location of the 

hotel. 

Guest Assistance and Quality Assurance Programs 

Guest Assistance 

Program: 

Customer 

Satisfaction 

Guarantee 

Reimbursement 

Guest Assistance 

Program: 

Our Best Rates. 

Guaranteed. 

Actual costs to 

compensate a dissatisfied 

guest. This intervention 

fee is currently $150 per 

handled transaction for 

HHonors Gold members, 

$200 per handled 

transaction for HHonors 

Diamond members and 

$100 per handled 

transaction for all other 

guests. There may be 

nominal annual increases 

in the handling fee. We 

may also annually change 

the maximum guest 

rebate amount. 

Under the “Our Best 

Rates. Guaranteed.” 

Program, if a guest finds a 

lower qualifying rate for a 

qualified booking at your 

hotel, then the Guest 

Assistance Department 

will 1) adjust the rate to 

the lower rate; 2) upon 

confirming that the guest 

did stay, issue a $50 

American Express Gift 

Cheque to the guest; and 

3) notify the hotel that an 

(3) 

DUE DATE 

AT&T invoices 

hotel monthly on 

the 1 st of the 

month for the 

current month. 

AT&T or other 

approved thirdparty 

provider 

invoices hotel 

monthly on the 

1 st of the month 

for the current 

month. 

Within 48 hours 

of receipt of 

invoice. 

Within 10 days of 

billing. 

(4) 

REMARKS 

All third-party circuits must meet the 

Standard prior to installation. 

We centralize all guest complaints on 

franchised hotels received at our 

Corporate offices. For every guest 

complaint that Guest Assistance 

resolves for your hotel, the Guest 

Assistance Agent may offer the guest a 

rebate to resolve the complaint to the 

customer’s satisfaction (in the form of 

cash, voucher, HHonors points or a 

complimentary return stay) up to the 

full cost of the customer’s stay. You will 

be billed an intervention fee plus the 

cost of the cash refund, HHonors point 

rebate or complimentary return stay 

given to the guest by us for the related 

complaint. 

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30

(1) 

TYPE OF FEE 

Quality Assurance 

Re-evaluation Fee 

(2) 

AMOUNT 

intervention fee, currently 

$100 (which includes the 

cost of the Cheque and 

other fees) will be charged 

to the hotel. 

$2,000 per re-evaluation 

visit, subject to change. 

Conferences and Training 

Brand Conference Currently $1,500 per 

attendee, plus the wages, 

travel and living expenses 

and miscellaneous 

expenses of attendees. 

Training Programs 

and Training 

Materials 

Charges ranging from $50 

to $4,400. 

(3) 

DUE DATE 


billing. 

Before 

attendance. 

Before class or 

material delivery. 

Frequent Customer, Affiliation and Distribution Programs 

FastPay 

(Centralized Group 

Meeting Payment 

Program) 

Frequent 

Traveler/Guest 

Reward Program 

The fee for this program is 

currently $0.18 per 

transaction, which 

includes commissionable 

reservations plus 

cancellations, no-shows 

and non-commissionable 

reservations. Fee is 

subject to change. 

From the date your hotel 

begins to participate in 

HHonors, your hotel will 

be charged on the same 

basis as other System 

hotels. Currently, the cost 

of this program is 4.9% of 

If invoiced, within 

15 days of billing. 

If through ACH, 

on the 12th 

business day of 

each month. 

10 days after 

billing. 

(4) 

REMARKS 

You may be charged this fee each time 

we conduct a special on-site quality 

assurance evaluation: (a) after your 

hotel has failed a follow-up quality 

assurance evaluation or (b) to verify 

that deficiencies noted in a quality 

assurance evaluation report or product 

improvement plan have been corrected 

or completed by the required dates or 

(c) for any additional evaluations 

exceeding 2 annually, whether 

required or requested. You must also 

provide complimentary 

accommodations for the quality 

assurance auditor during the 

evaluation. 

Your General Manager must attend the 

brand conference, which is usually 

held annually. The dates, location and 

duration of the conference vary from 

year to year. There may be annual 

increases in the costs. See Items 5 

and 11. 

You must also pay for wages, travel, 

lodging and other expenses. 

For 2011, Hilton Worldwide’s FastPay 

Program is optional but we may require 

you to participate in it in the future. 

The FastPay Program centralizes and 

automates third-party group and 

meeting planner commissions into one 

payment for all Hilton Worldwide 

hotels. HWI may also perform 

reconciliation services for these 

payments. All Hilton brand hotels are 

automatically enrolled in this program 

unless an opt-out form is submitted. 

You must participate in any brand 

specific or system-wide guest 

frequency or reward program. These 

programs are subject to change. (See 

Note 3 and Item 8). 

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31

(1) 

TYPE OF FEE 

Hilton Plus 

Program 

Internet 

Distribution 

Program (IDP) 

Third-Party 

Reservation 

Charges 

Travel Planner 

Centralized 

Payment Program 

(TPCP) 

(2) 

AMOUNT 

eligible room revenue with 

a maximum charge per 

stay of $110. In addition, 

your hotel will be 

responsible for other 

charges as specified. 

(See Note 3 for other 

charges). 

$0.18 transaction fee 

applies to all bookings 

through Hilton Plus. This 

fee applies to no-show, 

canceled, commissionable 


reservations. Hotel is 

billed 10% commission on 

the consumed hotel 

revenue. Hotel receives 

25% credit on the positive 

gross margin generated 

from the non-hotel 

components of the Hilton 

Plus Package. 

Standard internet 

commission on the total 

room rate and other 

commissionable charges 

is up to 10%, but is 


Processing charge is 


consumed stay, but 


Cost and Fees incurred in 

connection with Third- 

Party Reservation 

Systems (such as GDS, 

airlines and Internet and 

other service reservation 

providers. 

Standard travel planner 

commission on the total 

room rate and other 

commissionable charges 

are currently up to 10%, 

but are subject to change. 

Processing charge is 


transaction, which 

includes commissionable 

reservations plus 

cancellations, no-shows 

(3) 

DUE DATE 




on the 12 th 


each month. 




on the 12th 


each month. 



If ACH, on the 

20 th day of each 

month. 



If through 

Automated 

Clearing House 

(“ACH”), on the 

12 th business day 

of each month. 

(4) 

REMARKS 

The Hilton Plus Program gives the 

hotel the ability to sell vacation 

packages, combining rooms, air, car, 

and other travel components. Only the 

hotel room revenue component 

associated with a Hilton Plus package 

consumed sale is commissionable to 

the Packaging Technology Provider. 

The Hilton Plus Program is mandatory 

for all hotels in the System. 

The IDP is a commissionable program 

for Internet affiliates that delivers 

customers to our Brand.com sites and 

that result in consumed reservations 

made through Brand.com as a result of 

the booking. DS consolidates all hotel 

affiliate commission payments into one 

payment per affiliate and sends the 

payment to each appropriate affiliate. 

Presently these include the costs and 

fees incurred in connection with GDS, 

airline reservation services and other 

service reservation providers for using 

their distribution system for 

reservations. 

TPCP consolidates all commissionable 

consumed travel planner bookings and 

remits one payment per agency. The 

fast changing nature of distribution 

relationships in the marketplace may 

require occasional changes to the 

commission and fee requirements. 

{000011-999987 00174938.DOC; 2} 


32

(1) 

TYPE OF FEE 

Unlimited Budget 

Travel Planner 

Incentive and 

Loyalty Program 

(2) 

AMOUNT 


reservations. The 

processing charge is 


Weekday stay (Monday - 

Thursday nights) cost = 

$0.71; Weekend stay 

(with one Fri/Sat/Sun 

night) cost = $1.42; 

Weekend stay (with 2 

Fri/Sat/Sun nights) cost = 

$2.13. For Double Points 

payouts, these amounts 

will increase to $1.42, 

$2.63, and $3.63 

respectively. These funds 

are remitted to Budget (a 

portion is paid to the travel 

planner; Budget retains 

the remaining amount as 

a processing charge). 

Transfers, Relicensing and Financing 

Fees for Change of 

Ownership 

Transfers 

Lender Comfort 

Letter Processing 

Fee 

Processing Fee for 

“Permitted 

Transfers” 

Public Offering or 

Private Placement 

Processing Fee 

Proposed owner must pay 

then-prevailing application 

fee. If approved, proposed 

owner pays any other 

then applicable fees and 

charges for new franchise 

licenses. 

Currently $2,500 but may 

increase in the future. 

(3) 

DUE DATE 




on the 12th 


each month. 

With application. 

Before we issue 

a Lender Comfort 

Letter to your 

lender. 

$5,000 When you submit 

transfer consent 

request. 

$5,000 and any additional 

costs we may incur in 

reviewing your 

documents, including 

reasonable attorneys’ 

fees. 

When you or any 

of your owners 

submit request 

for approval of 

public offering or 

private 

placement. 

(4) 

REMARKS 

Mandatory participation for all OnQenabled 

hotels participating in the 

TPCP program. The booking fees are 

subject to change without advance 

notice. 

Applies to any proposed transfer that 

does not qualify as a Permitted 

Transfer or as one that does not 

require notice to us or our consent 

(Item 17). If we do not approve the 

Change of Ownership application, or if 

we approve the Change of Ownership 

application but the Change of 

Ownership does not occur, we will 

refund the application fee, less $7,500 

for processing costs. We may also 

require you or the proposed owner to 

pay then prevailing PIP fee for us to 

determine renovation requirements for 

the hotel. The PIP fee is nonrefundable. 

See Items 5 and 17. 

We will only issue a Lender Comfort 

Letter if you request it on behalf of your 

lender. We may occasionally waive or 

reduce this fee. 

Applies if you propose "Permitted 

Transfer" (not a Change of Ownership 

- see above). See Item 17. 

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33

(1) 

TYPE OF FEE 

Re-licensing Fee 

(not involving a 

Change of 

Ownership) 

(2) 

AMOUNT 

$25 per guest room/suite 

multiplied by the number 

of years in the Relicensing 

term. 

Management Fees 

Management Fees If we or an affiliate enters 

into a management 

agreement with you, the 

terms, including fees, will 

be established by mutual 

agreement. 

Remedies and Damages 

Actual Damages 

Under Special 

Circumstances 

(3) 

DUE DATE 

Before we sign 

the new 

Franchise 

License 

Agreement. 

As incurred. 

See Item 5. 

(4) 

REMARKS 

You may hire an outside management 

company with our approval. 

Varies. See remarks. On demand. Under certain circumstances we will 

charge you actual damages for the 

termination of your Franchise License 

Agreement. Actual damages are 

calculated as set forth in Item 17. 

Audit Varies. See remarks. On demand. If audit reveals that you understated or 

underpaid any payment due us which 

is not fully offset by overpayments, you 

must promptly pay deficiency plus 

interest of 1½% per month or 

maximum amount permitted by 

applicable law, whichever is less. If 

audit reveals that underpayment is 

willful or for 5% or more of the total 

amount owed for the period being 

inspected, you must also reimburse us 

for all inspection and audit costs. 

Default Remedies 

Indemnification 

Reimbursement of all of 

our expenses. 

Reimbursement for all 

payments by us or our 

affiliates due to any claim, 

demand, tax, penalty, or 

judicial or administrative 

investigation or 

proceeding arising from 

any claimed occurrence at 

your hotel. 

Case by case 

basis as 

incurred. 

Case by case 

basis as 

incurred. 

Our expenses may include attorneys’ 

fees, court costs, and other expenses 

reasonably incurred to protect us and 

the Entities or to remedy your default. 

You must reimburse us for all 

expenses including attorneys' fees and 

court costs we reasonably incur to 

protect us, our subsidiaries or affiliates 

or to remedy your defaults under the 

Franchise License Agreement. You 

must also defend us, Hilton Worldwide, 

and each of such entities’ current 

and/or future subsidiaries, and affiliates 

and any of their officers, directors, 

employees, agents, successors and 

assigns. 

Insurance See remarks. On demand. If you do not obtain or maintain the 

required insurance or policy limits 

described in Item 7 and the Manual, 

then we can (but are not obligated to) 

obtain and maintain the insurance for 

you without first giving you notice. If we 

{000011-999987 00174938.DOC; 2} 


34

(1) 

TYPE OF FEE 

Liquidated 

Damages for 

Premature 

Termination 

Liquidated 

Damages for 

Unauthorized 

Opening 

Pre-Opening 

Liquidated 

Damages 

Service Charges 

for Overdue 

Payments 

(2) 

AMOUNT 

(3) 

DUE DATE 

(4) 

REMARKS 

do so, then you must immediately pay 

our costs to obtain such insurance. 

See Item 7. 

Varies. See remarks. On demand. If we terminate the Franchise License 

Agreement because of your default or 

if you terminate the Franchise License 

Agreement without cause, you must 

pay us Liquidated Damages, 

$5,000 per day that your 

hotel is open without 

authorization and our 

costs, including attorneys’ 

fees. 

Lump sum equal to 

$3,600 for each guest 

room on Rider of the 

Franchise License 

Agreement. 

1½% per month or highest 

percentage permissible by 

law, whichever is less. 

On demand. 

On demand. 

On demand. 

calculated as set forth in Item 17. 

If you open before we give you 

authorization in writing to do so, you 

will owe us Liquidated Damages as 

described in Column 2. See Item 17. 

If we terminate the Franchise License 

Agreement because of your default 

prior to opening or you terminate the 

Franchise License Agreement without 

cause prior to opening, you must pay 

us amounts described in column 2. 

See Item 17 

You must pay service charges if you 

do not make any payment to us or our 

affiliates when due. See Item 17. 

Taxes Upon Demand If any sales, use, gross receipts or 

similar tax is imposed upon us for the 

receipt of any payments you are 

required to make to us under the 

Franchise License Agreement, then 

your must pay this tax to us. 

Optional Programs/Miscellaneous Services 

Consultation Fees 

Optional Hilton 

Continuous 

Improvement 

Process 

Optional 

TMC/Consortia 

Program (list of 

participating travel 

planner accounts 

may vary 

depending on 

Set by us on a project-byproject 

basis. 

Course is offered both onsite 

and off-site - $600 per 

day per attendee (plus 

travel, compensation, 

room charges and 

miscellaneous expenses 

for your employees if offsite) 

plus program 

materials, travel and 

expenses of the trainer. 

Current room night fee is 

$2.50 for each consumed 

night booked under the 

TMC/ consortia “parity” 

rate (we pay a portion of 

the $2.50 directly to the 

travel planner account; 

When we 

request. 

Before 

attendance. 




on the 12th 


each month. 

At your request, we may make 

consultation and advice services 

available to you on the same basis as 

other System hotels. 

You can elect to opt out of participating 

in this program. The room night fee is 

subject to change. You must 

participate in BOTH or NEITHER of the 

TMC/Consortia Program and the Pay- 

On-All-Pay-For Performance Program. 

{000011-999987 00174938.DOC; 2} 


35

(1) 

TYPE OF FEE 

negotiations with 

accounts) 

Optional TMC Pay- 

On-All-Pay-For 

Performance 

Program (list of 

participating travel 

planner accounts 

May vary 

depending on 

negotiations with 

accounts) 

Optional 

FedRooms 

Government and 

Military Travel 

Program 

Optional Sato 

Travel Government 

and Military Travel 

Program. 

Optional ResMax 

Program 

(2) 

AMOUNT 

the remainder is used to 

fund marketing efforts with 

travel planner accounts 

and as a processing 

charge). 



night booked by a TMC 

travel planner (we pay a 

portion of the $0.95 

directly to the TMC; the 

remainder is used to fund 

marketing efforts with the 

TMC and as a processing 

charge). 

Current fee is 2.75% of 

room revenue – for each 

consumed stay booked 

under the FedRooms 

rate/SRP (we pay the 

entire fee to FedRooms). 



night booked under the 

Sato Travel SRP (we pay 

a portion of the $2.50 

directly to Sato Travel; the 

remainder is used to fund 

marketing efforts with 

Sato Travel and as a 

processing charge). 

Optional – not yet 

determined. 

(3) 

DUE DATE 




on the 12th 


each month. 

Billed on TAPS 

invoice. Due 

within 15 days of 

billing if invoiced. 


15 th of the month. 

Billed on TAPS 

invoice. Due 

within 15 days of 

billing if invoiced. 


15 th of the month. 

As required by us 

or our affiliate. 

(4) 

REMARKS 

You can elect to opt out of participating 

in this program. The room night fee is 

subject to change. You must 

participate in BOTH or NEITHER the 

TMC/Consortia Program and the TMC 

Pay-On-All-Pay-For Performance 

Program. 

The fee is subject to change. 

The fee is subject to change. 

Occasionally we or an affiliate may, but 

are not obligated to, offer you the 

option to participate in the ResMax 

Program (the "Program") or a 

successor to the Program, consisting 

of an optional, supplemental service 

under which reservation calls to your 

hotel will be referred to an offsite call 

center. 

Optional Revenue 

Management 

Consolidated Hotel 

Center 

Annual Cost - $35,000 to 

$75,000. 


billing. 

Occasionally we or an affiliate may, but 

are not obligated to, offer you the 

option to participate in the Revenue 

Management Consolidated Hotel 

Center (the "Center") or a successor to 

the Center, consisting of an optional, 

supplemental service under which 

revenue management functions will be 

conducted for your hotel, with an 

emphasis on individual hotel market 

conditions as well as the goals and 

{000011-999987 00174938.DOC; 2} 


36

(1) 

(2) 

(3) 

(4) 

TYPE OF FEE 

AMOUNT 

DUE DATE 

REMARKS 

Procurement and 

Service Fees 

If you buy from HSM, you 

will pay product cost plus 

a procurement fee of 

10%. 


billing. 

objectives of hotel management and 

ownership. 

* Unless otherwise indicated, all fees described in this Item 6 are payable to, and imposed by, us or 

our affiliates and are non-refundable. 

NOTES 

[1] "Gross Rooms Revenue" means all revenues derived from the sale or rental of guest rooms 

(both transient and permanent) of the hotel, including revenue derived from the redemption of points 

or rewards under the loyalty programs in which the Hotel participates, amounts attributable to 

breakfast (where the guest room rate includes breakfast), and guaranteed no-show revenue and 

credit transactions, whether or not collected, at the actual rates charged, less allowances for any 

Guest Room rebates and overcharges, and will not include taxes collected directly from patrons or 

guests. If there is a fire or other insured casualty at your hotel that results in a reduction of Gross 

Rooms Revenue, the Monthly Program and Monthly Royalty Fees will be equal to the Monthly 

Program and Monthly Royalty forecasted on the basis of the Gross Rooms Revenue amount you 

agree upon with your insurer(s). However, we have the right to participate with you in negotiating the 

value of your Gross Rooms Revenue claim with your insurer(s). Group booking rebates, if any, paid 

by you or on your behalf to third-party groups for group stays must be included, and not deducted 

from, the calculation of Gross Rooms Revenue. 

We can require you to transmit all payments required under the Franchise License Agreement by wire 

transfer or other form of electronic funds transfer. You must bear all costs of wire transfer or other 

form of electronic funds transfer. We occasionally reduce the Monthly Royalty Fee for multi-unit or 

more experienced licensees, for licensees with whom we have previously dealt, for conversions, or for 

licensees in other unique circumstances. However, we do not always do so and may choose not to 

reduce your Monthly Royalty Fee, even if you possess some or all of these characteristics. 

If you execute a Franchise License Agreement for a new System hotel on or after March 31, 2011, 

you will pay a Monthly Royalty Fee of 6% of Gross Rooms Revenue. If we choose to relicense your 

hotel, your fees will be at our then current rate for new franchisees. 

If you executed a Franchise License Agreement for a System hotel on April 1, 2005 through March 

30, 2011, your current Monthly Royalty Fee is 5% of Gross Rooms Revenue. If we choose to 

relicense your hotel, the Monthly Royalty Fee will increase to 6% (or whatever the standard Monthly 

Royalty Fee rate is at the time relicensing occurs) of Gross Rooms Revenue. 

If you are an existing franchisee under a Franchise License Agreement executed prior to April 1, 

2005, your Monthly Royalty Fee is 4% of Gross Rooms Revenue. If we chose to relicense your hotel, 

and the relicensing does not involve a Change of Ownership event (as defined in the Franchise 

License Agreement), then we will freeze the Monthly Royalty Fee at 4% of Gross Rooms Revenue for 

the period during the relicensing term beginning upon execution of the new Franchise License 

Agreement through the 25 th anniversary of the date the hotel first began operating as a System hotel. 

After the 25 th anniversary of the date the hotel first began operating as a System hotel, the Monthly 

{000011-999987 00174938.DOC; 2} 


37

Royalty Fee will increase to 6% of Gross Rooms Revenue (or whatever the standard Monthly Royalty 

Fee rate is at the time the relicensing is executed). 

[2] We may change the Monthly Program Fee rate at any time. The Monthly Program Fee rate 

will not exceed the current rate + 1% over the term of the Franchise License Agreement. The Monthly 

Program Fee pays for various programs to benefit the System, including (i) advertising, promotion, 

publicity, public relations, market research, and other marketing programs, (ii) developing and 

maintaining directories and Internet sites for System hotels; (iii) developing and maintaining the 

Reservation Service systems and support; (iv) quality assurance programs; and (v) administrative 

costs and overhead related to the administration or direction of these projects and programs. We may 

create any programs and allocate monies derived from Monthly Program Fees to any regions or 

localities. The Monthly Program Fee does not cover your costs of participating in any optional 

marketing programs and promotions offered by us or Hilton Worldwide from time to time in which you 

voluntarily choose to participate. These fees also do not cover the cost of operating the hotel in 

accordance with the Standards or the Manual. 

[3] You must participate in, and pay all charges related to, our marketing programs not covered by 

Monthly Program Fees, and all guest frequency programs we require, including the Hilton HHonors 

Worldwide guest reward programs or any successor programs. You must also honor the terms of any 

discount or promotional programs (including any frequent guest program) that we or Hilton Worldwide 

offers to the public on your behalf, any room rate quoted to any guest at the time the guest makes an 

advance reservation, and any award guest certificates issued to hotel guests participating in these 

programs. We and our affiliates' other hotel brands may also participate in these programs. These 

programs are subject to change. You pay your share of the costs of the programs. 

Currently, these programs include the Hilton HHonors ® guest reward program operated by Hilton 

HHonors Worldwide, and airline and rental car company frequent user programs in which Hilton 

Worldwide participates. HHonors members may accumulate HHonors points with most stays for all 

eligible dollars spent at participating HHonors hotels. Guests, including non-HHonors members, can 

obtain frequent flyer mileage credit in one participating airline's frequent flyer program per stay with 

most stays at participating HHonors hotels. HHonors members may earn both HHonors points and 

frequent flyer mileage credit for the same stay at participating HHonors hotels. HHonors members 

may also earn additional HHonors points for using HHonors car rental and/or other partners in 

conjunction with a stay and may, from time to time, earn additional point and/or mileage bonuses 

through promotional activity. The only room rates that are not eligible for HHonors point and/or 

mileage earnings are wholesale/tour operator packages, contracted airline crew rates, complimentary 

or barter rooms, stays on NET Group/Series Group/IT Group rates, contracted Entertainment or 

Encore rates, stays using airline percent-off award certificates, stays that are booked via third-party 

websites other than the websites of Hilton HHonors airline partners or stays booked via Priceline.com, 

Hotwire or similar booking channels where the hotel brand is unknown at time of purchase. HHonors 

members may redeem their accumulated points for discounted and free hotel room nights and other 

rewards. Terms of the Hilton HHonors program are subject to change. 

From the date your hotel begins to participate in HHonors, your hotel will be charged program 

participation fees on the same basis as other System hotels. Note, pricing is subject to change, and 

reviewed annually and may change January 1, 2012. 

These basic program fees are assessed on any stay for which a guest (a) earns HHonors points, (b) 

earns airline mileage credit or (c) earns both HHonors points and airline mileage credit. Additional 

HHonors bonus points that HHonors members earn as a result of promotions that your hotel agrees to 

participate in will result in an additional fee payable by your hotel based on a set cost per point or a 

{000011-999987 00174938.DOC; 2} 


38

percentage of the eligible guest folio, depending on the type of promotion. Similarly, bonus airline 

mileage credit that guests earn as a result of promotions that your hotel agrees to participate in will 

result in an additional fee payable by your hotel – amount varies by participating airline partner 

program. All program costs are subject to change. 

In addition to the basic program fees outlined above, hotels are also responsible for the cost of certain 

guest amenities provided to HHonors members. Hotels must allocate a certain percentage of room 

inventory for free night reward redemption by HHonors members as specified by the HHonors 

program. Hotels will be reimbursed for these reward redemptions on the same basis as other similarly 

situated participating hotels as specified by the HHonors program. 

ITEM 7 

ESTIMATED INITIAL INVESTMENT 1 

YOUR ESTIMATED INITIAL INVESTMENT 

52 ROOM HAMPTON INN PROTOTYPE 

TABLE 1 

(1) 

Type of Expenditure 

(2) 

Amount 

(3) 

Method Of 

Payment 

(4) 

When Due 

(5) 

To Whom Payment 

is to be Made 

Development Services Fee $65,000 

Note 1 

Lump Sum 

With license 

application 

Us 

Product Improvement Plan 

$5,000 fee 

Note 2 

Lump Sum 

Before preparation of 

plan 

Us 

Market Study Note 3 As arranged As arranged Nationally recognized 

independent 

consulting firm 

Phase 1 Environmental 

Assessment 

$0-$10,000 

Note 4 

As Arranged 

Before you purchase 

the land 

Engineering or 

consulting firm 

Real Property Note 5 As Incurred As Incurred Suppliers 

Construction/Leasehold 

Improvements 

New Development: 

$2,500,000 to 

$4,000,000 

Note 6 

-------------------------- 

- 

Change of 

Ownership, Relicensing 

and 

As Incurred As Incurred Suppliers 

1 The expenses shown in these charts are for typical new hotels of the type and size shown. If you are 

converting an existing hotel, your costs will most likely be lower. Your conversion costs will depend on the type, 

age, physical structure, and condition of your hotel and its furnishings. Due to these variables, we cannot give 

average conversion costs. 

{000011-999987 00174938.DOC; 2} 


39

(1) 


(2) 

Amount 

(3) 

Method Of 

Payment 

(4) 

When Due 

(5) 


is to be Made 

Conversion: 

Note 7 

Designer and Engineering 

Fees 

Furniture, Fixtures and 

Equipment 

Inventory and Operating 

Equipment 


$100,000 to 

$250,000 

$500,000 to 

$800,000 

Note 8 

$40,000 to 

$120,000 



As Arranged Before Opening Suppliers 

Signs 

Note 9 

$30,000 to $75,000 As Incurred As Incurred 

Before Opening 

Suppliers 

Computer Software 

Note 10 

$34,000 to $79,000 Cash, Check or 

Wire Transfer 

45 days before 

opening 

Third Party Supplier 

Stay Connected High 

Speed Internet Program 

Note 10 


Wire Transfer 

45 

days before 

opening 

AT&T 

Computer Hardware See Note 11 

Required Pre-Opening 

Training 

Note 12 

ADA Consultant Fee 

Note 13 

$5,000 to $15,000 As Incurred As Incurred Hilton Worldwide and 

Suppliers 

$2,500-$10,000 Lump Sum Upon Request Us or a Third Party 

Supplier 

Construction/Renovation 

Extension Fees 

$10,000 

per extension 

Note 14 

Lump Sum With request Us 

Insurance Note 15 As Required As Required Agent/Insurer 

Organizational Expense 

Note 16 

$15,000 to $35,000 As you agree with 

Accountant or 

Attorney 

As you agree with 

Accountant or 

Attorney 

Accountant 

Attorney 

Permits, Licenses and 

Governmental Fees 

Note 17 

Miscellaneous Pre-Opening 

and Project Management 

Expenses 

Note 18 

$60,000 to 

$120,000 

$60,000 to 

$200,000 



Contingencies 

Note 19 

$100,000 to 

$300,000 

As contingencies 

arise 

As agreed with 

contractor/ suppliers 

Contractor 

Suppliers 

{000011-999987 00174938.DOC; 2} 


40

(1) 


(2) 

Amount 

(3) 

Method Of 

Payment 

(4) 

When Due 

(5) 


is to be Made 

Additional Funds 

Note 20 

$200,000 to 

$600,000 

As Incurred As Incurred Employees, Suppliers, 

Utilities 

TOTAL $3,745,500 to $6,720,000 

THESE FIGURES DO NOT INCLUDE REAL ESTATE RELATED COSTS, ANY 

MARKET STUDIES, ANY CONSTRUCTION EXTENSION FEES, INSURANCE, 

INTEREST OR THE COST OF IMPROVEMENTS UNDER A CONVERSION, RE- 

LICENSING OR CHANGE OF OWNERSHIP LICENSE. 

80 ROOM HAMPTON INN 

TABLE 2 

(1) 



Fee 

(2) 

Amount 

$65,000 

Note 1 

(3) 

Method Of 

Payment 

(4) 

When Due 

(5) 


is to be Made 

Lump Sum (Note 4) Us 

Product Improvement 

Plan 

$5,000 fee with 

Application for 

Change of 


or 

Conversion 

Note 2 

Lump Sum 

Before preparation of 

plan 


independent consulting firm 

Us 


Assessment 

$0-$10,000 

Note 4 


Utilities 



Improvements 

New 

Development: 

$4,000,000 to 

$6,500,000 

Note 6 

Change of 


and 

Conversion: 

Note7 


{000011-999987 00174938.DOC; 2} 


41

(1) 


(2) 

Amount 

(3) 

Method Of 

Payment 

(4) 

When Due 

(5) 


is to be Made 

Designer and 

Engineering Fees 


Equipment 

New 

Development: 

$150,000 to 

$400,000 

$800,000 to 

$1,300,000 

Note 8 



Inventory and 

Operating Equipment 

$40,000 to 

$120,000 

As Arranged 

Before you purchase 

the land 

Engineering or consulting 

firm 

Signs 

Note 9 

$30,000 to 

$75,000 

As Incurred 

As Incurred 


Suppliers 


Note 10 

$34,000 to 

$79,000 

Cash, Check or 

Wire Transfer 

45 days before opening Third Party Supplier 


Speed Internet 

Program Note 10 

$21,000 to 

$27,000 

Cash, Check or 

Wire Transfer 

45 

days before 

opening 

Hilton Worldwide Approved 

Provider – AT&T 



Training 

Note 12 

$5,000 to 

$15,000 

Note 18 

As Incurred As Incurred Us and Suppliers 


Note 13 

$2,500-$10,000 Lump Sum Upon Request Us or a Third Party Supplier 

Construction/Renovatio 

n Extension Fees 

$10,000 

per extension 

Note 14 

Lump Sum Upon request Us 



Note 16 

$15,000 to 

$35,000 

As you agree 

with Accountant 

or Attorney 

As you agree with 

Accountant or Attorney 

Accountant 

Attorney 



Note 17 

Miscellaneous Pre- 

Opening and Project 

Management Expenses 

Note 18 

Contingencies 

Note 19 

$60,000 to 

$120,000 

$80,000 to 

$400,000 

Note 15 

$200,000 to 

$500,000 



As Required As Required Third Parties 

{000011-999987 00174938.DOC; 2} 


42

(1) 


(2) 

Amount 

(3) 

Method Of 

Payment 

(4) 

When Due 

(5) 


is to be Made 


Note 20 

$160,000 to 

$275,000 

As 

contingencies 

arise 

As agreed with 

contractor/ suppliers 

Contractor 

Suppliers 

Total $5,677,500 to $9,946,000 

THESE FIGURES DO NOT INCLUDE REAL ESTATE RELATED COSTS, ANY MARKET 

STUDIES, ANY CONSTRUCTION EXTENSION FEES, INSURANCE, INTEREST OR THE 

COST OF IMPROVEMENTS UNDER A CONVERSION, RE-LICENSING OR CHANGE OF 

OWNERSHIP LICENSE. 

101 ROOM HAMPTON INN & SUITES 

TABLE 3 

(1) 


(2) 

Amount 

(3) 

Method Of 

Payment 

(4) 

When Due 

(5) 

To Whom Payment is to 

be Made 


Fee 

$65,000 

Note 1 

Lump Sum 

With license 

application 

Us 

Product Improvement 

Plan 

$5,000 fee with 

Application for 

Change of 


or 

Conversion Note 2 

Lump Sum 

Before 

Preparation of 

Plan 


independent consulting 

firm 


Assessment 

$0-$10,000 

Note 4 


Utilities 



Improvements 


Designer and 

Engineering Fees 


Equipment 


$5,600,000 to 

$9,000,000 

Note 6 

Change of 


and 

Conversion: Note 7 


$180,000 to 

$500,000 

$1,000,000 to 

$1,600,000 

Note 8 

Us 



{000011-999987 00174938.DOC; 2} 


43

(1) 


(2) 

Amount 

(3) 

Method Of 

Payment 

(4) 

When Due 

(5) 

To Whom Payment is to 

be Made 

Inventory and 

Operating Equipment 

Signs 

Note 9 


Note 10 


Speed Internet 

Program 

Note 10 


$60,000-$120,000 As Arranged Before you 

purchase the 

land 

$30,000 to $80,000 As Incurred As Incurred 


$34,000 to $79,000 Cash, Check or 45 days before 

Wire Transfer 


Wire Transfer 

opening 

45 

days before 

opening 

Engineering or consulting 

firm 

Suppliers 

Third Party Supplier 

AT&T 


Training 

Note 12 


$5,000 to $15,000 As Incurred As Incurred Hilton Worldwide and 

Suppliers 

$2,500-$10,000 Lump Sum Upon Request Us or a Third Party 

Note 13 

Supplier 

Construction/Renovatio $10,000 

Lump Sum Upon Request Us 

n Extension Fees 

per extension 

Note 14 



Note 16 



Note 17 

Miscellaneous Pre- 

Opening and Project 

Management Expenses 

Note 18 

Contingencies 

Note 19 


Note 20 

$15,000 to $35,000 As you agree 


or Attorney 

As you agree 


or Attorney 

Accountant 

Attorney 

$60,000 to $120,000 As Arranged Before Opening Suppliers 

$80,000 to $400,000 As Incurred As Incurred Suppliers 

$210,000 to 

$365,000 

$300,000 to 

$650,000 

TOTAL” $7,693,500 to $13,114,000 

As Required As Required Third Parties 

As Contingencies 

Arise 

As Agreed with 

Contractor/ 

Suppliers 

Contractor 

Suppliers 

THESE FIGURES DO NOT INCLUDE REAL ESTATE RELATED COSTS, ANY 

MARKET STUDIES, ANY CONSTRUCTION EXTENSION FEES, INSURANCE, 

INTEREST OR THE COST OF IMPROVEMENTS UNDER A CONVERSION, RE- 

LICENSING OR CHANGE OF OWNERSHIP LICENSE. 

NOTES 

1. See Item 5 of this Disclosure Document for the conditions affecting the refundability of this fee. 

Tables show Development Services Fees for the hotel size shown. Your Development Services Fee 

{000011-999987 00174938.DOC; 2} 


44

may be greater. (See Item 5 for circumstances where the Development Services Fee will be greater). 

We do not finance any fee. 

2. If you apply to convert an existing hotel to a Hampton Inn or a Hampton Inn & Suites hotel or 

apply for a change of ownership or other re-licensing, we charge a PIP fee. The PIP fee is nonrefundable. 

In rare situations which probably do not apply to you, we may waive the PIP fee. We 

occasionally apply the PIP fee towards payment of your Development Services Fee. 

3. For all new Hampton Inn and Hampton Inn & Suites hotels, we recommend and may require a 

market study from a nationally-recognized independent firm which discusses the competition for your 

proposed hotel, together with a minimum five year operating pro forma from you, based upon the 

marketing study, showing your anticipated operating results. While we do not require prospective 

licensees who are converting existing hotels to obtain a market study, occasionally we may 

encourage a prospective licensee to commission a market study to evaluate the economic 

consequences of conversion. Our acceptance of the market study with a pro forma is not a financial 

performance representation on our part or a ratification of the projections performed by the consultant. 

(See Items 1 and 11). 

4. Before you purchase the land, you should – at a minimum – consider obtaining a Phase 1 

environmental assessment to determine the environmental condition of the land. Based on this Phase 

1 report, additional investigations and tests may be necessary before you make your purchase 

decision. Many lenders will require a Phase 1 report before lending purchase money. 

5. We cannot estimate real estate costs. These costs vary widely by reason of location, size of 

parcel, competitive market conditions and type of interest acquired. Typical locations for a Hampton 

Inn hotel include suburban office parks and airport and commercial markets. Typical locations for a 

Hampton Inn & Suites hotel include suburban office parks and commercial, destination and resort 

markets. 

6. We have estimated costs based on an 80-room Hampton Inn hotel with a building area of 

47,489 square feet, a 101-room Hampton Inn & Suites hotel with a mix of 70 guest rooms and 31 

guest studio suites and a building area of 60,845 square feet, and a 52-room Hampton Inn prototype 

hotel with a building area of 24,485 square feet. Construction costs may vary due to unusual 

conditions associated with site preparation, foundations, etc. 

7. In a Change of Ownership, Re-licensing or Conversion situation, you will incur costs to bring 

your existing property into conformity with the Hampton Inn System as specified in your Franchise 

License Agreement. We cannot estimate these costs at this time as they vary significantly based upon 

the amount, type and physical condition of the hotel's existing property, fixtures, equipment, 

furnishings, furniture, signage, and similar items. 

8. These amounts include the cost of the telephone system. 

9. Signs include freestanding signs and primary identification for the building. The amount 

includes installation, freight, foundation and wiring. You must install, display, and maintain signage 

displaying or containing the Licensed Brand name and other distinguishing characteristics in 

accordance with plans, specifications and standards we establish for System hotels. You must 

purchase exterior signage from a vendor currently licensed by us. You may contact your Architecture 

& Construction representatives for a current list. 

{000011-999987 00174938.DOC; 2} 


45

10. The “up-front” software costs for the OnQ program are based on the size of the hotel and 

number of workstations at your hotel. The up-front computer costs are not refundable. Under the OnQ 

the cost of the hardware is paid for from a portion of your Monthly Program Fee. (See Items 5 and 6) 

In addition to the computer hardware and software requirements and costs described in Item 5 (the 

required OnQ program), we require you to provide high-speed internet access for all guest rooms and 

meeting rooms at your hotel in accordance with brand standards. You must purchase and install 

additional hardware and software to meet this high-speed internet access requirement in addition to 

the hardware and software for OnQ. The additional hardware, software, and support must meet HSS’s 

requirements and specifications. This hardware will be provided by third parties chosen by Hilton 

Worldwide, installed by HSS or its agents, and maintained by HSS or its agents. 

You must also arrange and pay for the ongoing high speed internet service provided on a 

complimentary basis to hotel guests. You must purchase this service from HSS or its designated 

supplier. We currently estimate that it will cost between $1,100 to $3,700 per month for a 52-room 

hotel, between $1,200 to $3,800 per month for an 80-room hotel, and between $1,300 to $3,900 per 

month for a 101 room hotel. This estimate includes not only HSIA (e.g. the HSIA connection) but also 

monthly service for the required dial in line, 24x7 call center support and HSIA equipment break-fix 

maintenance. Your costs will depend on your hotel size, number of meeting rooms, and bandwidth 

usage. 

11. A portion of your Monthly Program Fee pays for the standard hardware required for OnQ. 

Under the OnQ program you do not need to purchase the standard Network Authorized Equipment. 

(See Item 5). However if you choose to, you may purchase the hardware required for the OnQ 

program from a third party vendor, but if you do so, you still pay Hilton Worldwide or HSS the portion 

of the Monthly Program Fee, and you must pay Hilton Worldwide for all its reasonable expenses in 

determining that the equipment conforms to its specifications; configuration costs; installation costs; 

reasonable travel and other expenses of Hilton Worldwide or HSS employees and vendors who 

perform installation services; necessary communication vehicles (phone lines, network connections); 

and installation, rescheduling and cancellation fees for connection to communication vehicles. In 

2010, costs for work to ensure that hardware from third party vendors met the technical criteria ranged 

from $5,000 to $10,000 depending upon a licensee’s location, local connection charges and the 

number of work-stations at the hotel. Computer system fees are not refundable. We are unable to 

estimate the costs of purchasing the hardware required for the OnQ program from a third-party vendor 

because the range of costs would be so wide. (See Items 5 and 6). 

12. We will provide the training programs required for your general managers under the terms set 

forth in Items 5 and 11 of this Disclosure Document. You are responsible for the costs of training 

materials and travel and living expenses while training. We may charge additional training costs 

based upon the number of line level employees. 

13. If you want to engage in a Permitted Transfer, Conversion, Relicensing or Change of 

Ownership Transfer for the Hotel, you will be required to complete an independent survey conducted 

by an ADA consultant to determine the Hotel’s compliance with the American’s with Disabilities Act 

(“ADA”). 

14. Your Franchise License Agreement contains a deadline by which construction work must 

begin. You may request an extension of this deadline under the terms set forth in Item 5 of this 


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46

15. You must maintain the minimum levels and types of insurance specified in the Manual at your 

expense. This insurance must be with insurers having minimum ratings we specify; name as 

additional insured the parties we specify in the Manual; and carry the endorsements and notice 

requirements we specify in the Manual. Insurance premiums vary widely by reason of location, size of 

hotel and type of coverage purchased and cannot be estimated. 

16. Actual cost depends on work done by an accountant and attorney, and standard regional 

rates. 

17. The licenses and permits you must obtain to operate your hotel vary depending upon the 

state, county or other political subdivision in which the hotel is located. 

18. Miscellaneous pre-opening expenses include advertising costs you incur for billboard and 

other advertising to announce your presence in the local market and in all key markets identified in 

your hotel business plan. Markets include travel agencies, corporations and consumers. Other preopening 

costs include security deposits, utility deposits and business permits. These figures are 

estimates and will vary by location. 

19. The term “Contingencies” refers to unanticipated construction cost overruns and other 

unanticipated expenses. 

20. Additional funds required during the first three months of operation include other payroll costs 

utility costs and expendable supplies. These figures are estimates and you may have additional 

expenses starting the business. Your costs will vary depending upon factors such as: your 

management skill, experience and business acumen; local economic conditions; prevailing wage 

rates; and competition. This sum does not include Royalties, Program Fees, or management fees, 

each of which will be a percentage of your revenues. 

We have relied on our and our affiliates’ management’s years of experience in the lodging business to 

compile these estimates. You should review these figures carefully with a business advisor before 

making any decision to purchase the license. 

ITEM 8 

RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 

This Item describes your obligations to buy or lease from us or our designees, from suppliers we 

permit you to use, or in accordance with our specifications. 

All licensees must build, design, furnish, equip and supply their hotels in accordance with the 

Standards (as defined in the Franchise License Agreement). The Standards are compiled in our 

standards manual ("Manual"). Our Operating Committee reviews, modifies and implements product 

Standards. We may periodically modify and update Standards to reflect operational requirements, 

advances in technology, improved methods of manufacture, new materials and structures, new 

products, improved prices and other factors. We currently issue, modify and update specifications in 

the form of updates to the Manual. We may periodically require you to modernize, rehabilitate and/or 

upgrade your hotel’s fixtures, equipment, furnishings, furniture, signs, computer hardware and 

software and related equipment, supplies and other items to meet the then current Standards. You 

are responsible for the costs of implementing all changes required because of modifications to the 

Standards. 

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47

You must comply with our Standards regarding the purchase of products and services, including 

furniture, fixtures, equipment, food, operating supplies, consumable inventories, merchandise for 

resale to be used at and/or sold from the hotel, in-room entertainment, property management, 

revenue management, telecommunications and telephone systems, long distance services, 

signs/environmental graphics, customer satisfaction measurement programs, uniforms, materials with 

logos, property print advertising, guest assistance program, computer networking and other computer 

and technology systems, and any and all other items used in the operation of the hotel, including our 

specifications for all supplies. You must also maintain acceptable product quality ratings at your hotel 

and maintain the hotel in accordance with the Standards. In some cases, we may require you to 

purchase a particular brand of product; however, you may purchase this brand of product from any 

authorized source of distribution. 

Purchases through Hilton Worldwide and its Affiliates 

You must purchase Hilton Worldwide’s proprietary computer software, currently OnQ from Hilton 

Worldwide. OnQ is explained in more detail in Items 5 and 11. You must purchase items bearing our 

logo, trademark or service mark from a supplier approved by us. We may derive profit from such 

sales. 

During 2010, we made no sales of any goods, services or supplies to our licensees. We made no 

sales to licensees of any of our affiliates. We collected money for the Hilton HHonors program, but we 

transmitted this money directly to Hilton HHonors, an affiliate of ours, and did not record it as 

revenues of ours. For the fiscal year ended December 31, 2010, Hilton Worldwide and its other 

affiliates (including HHonors) had revenues from sales of goods, services, computer systems and/or 

supplies to licensees of Hilton Worldwide’s brands of $406,905,258. 

Hilton Supply Management, a wholly owned subsidiary of Hilton Worldwide, is a stockless distributor 

of hotel furniture, furnishings, fixtures, equipment and supplies, and certain food and beverage 

supplies. You may, but are not obligated to, purchase these items from Hilton Supply Management 

(as we specify). (See Items 5, 6 and 11). Hilton Supply Management negotiates lower prices with 

manufacturers and suppliers, and then passes these savings on to licensees when it sells to 

licensees. 

No officer of ours owns a material interest in any approved supplier. 

You may purchase the furniture, fixtures, and equipment (“FF&E”) and other supplies for your hotel 

from any source as long as the Standards are met. However, we may require you to purchase FF&E 

and supplies from a supplier approved by us, or we may require you to purchase a particular brand or 

model of supplies or equipment that is available only from one source, and we may derive profit as a 

result of those purchases. For example, some elements of the “Make It Hampton” initiative are 

available only through single or a limited number of suppliers as these items are proprietary to the 

brand. 

In addition, Hilton Supply Management has various discount agreements with manufacturers and 

suppliers, under which it receives rebates and allowances based on the total volume purchased from 

the manufacturer. These volume fees include sales to licensees by the manufacturers and in some 

cases, by suppliers. Hilton Supply Management also receives certain volume and national account 

marketing allowances from manufacturers in connection with the sale to licensees of certain items, 

such as coffee, soft drinks, cleaning compounds, and paper products. For the fiscal year ended 

December 31, 2010, Hilton Supply Management collected $2,056,977 in rebates and allowances on 

purchases made by licensees of Hilton Worldwide’s brands. 

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48

For fiscal year 2010, Hilton Supply Management had revenues from sales of goods, services and/or 

supplies to licensees of Hilton Worldwide’s brands of $381,339. In addition, Hilton Supply 

Management receives cash discounts for early payment on orders it places with manufacturers and 

suppliers to fill purchase orders placed with it by licensees. 

Suppliers we approve (“PSDP Suppliers”) become members of our Primary Supplier Distribution 

Program (“PSDP”). Each PSDP Supplier pays to Hilton Supply Management an administration fee 

that is between 0.5% and 5% of purchases by all licensees from the respective PSDP Supplier. For 

the fiscal year ended December 31, 2010, Hilton Supply Management collected $6,433,570 for 

administration fees on purchases made by licensees of Hilton Worldwide’s brands. 

If you want to use a product, or a particular brand or model, that has not been specified as having met 

our standards, or if you want to purchase from an unapproved supplier an item that must be 

purchased from an approved supplier, then you can submit a written request for us to approve the 

product or supplier. We may require certain information or samples which you must provide at your 

expense. We will review all of the pertinent information. While we have no obligation to respond within 

a certain timeframe, our review typically takes 30 days to complete. We do not provide any material 

benefit (such as license renewal or the grant of additional licenses) to a licensee based on a 

licensee’s use of designated or pre-approved suppliers (the Franchise License Agreement is nonrenewable). 

We evaluate suppliers based on many factors, including: (i) the quality and cost of the products and/or 

services; (ii) the supplier’s established history in serving the System with products that consistently 

meet or exceed the standards and specifications as set forth in the Manual; (iii) the level of support 

and recognition of the supplier by us and our licensees, as well as the System’s demand for those 

products/services; and (iv) the supplier’s ability to service the needs of the System and potential for 

active participation and support of the PSDP program. If a PSDP Supplier no longer meets our 

criteria, the PSDP Supplier's name and materials are removed from the PSDP. The revenues 

collected from rebates, administration fees and purchasing fees are primarily used to offset the cost of 

establishing the purchasing programs and supporting the expenses of Hilton Supply Management. 

Signage 

You must install, display, and maintain signage displaying or containing the Licensed Brand name and 

other distinguishing characteristics in accordance with plans, specifications and standards we 

establish for System hotels. You must purchase exterior signage from a vendor currently licensed by 

us. You may contact your Architecture & Construction representative for a current list. 

Reservation Service 

You must use the Hilton Reservation Service for reservation referrals. You must also purchase 

computer terminal equipment and software compatible for use with the Hilton Reservation Service. 

The computer equipment and software required for OnQ (described below) satisfies the requirement 

that your computer equipment and software be compatible with the Hilton Reservation Service. 

Although you must use the Hilton Reservation Service, you may also use other reservation services to 

refer reservations to (but not by or from) your hotel. 

General 

Before we permit you to proceed with your plans for construction or remodeling of the hotel, and any 

time you make changes that affect usability or access to your hotel, your architect or other applicable 

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49

certified professional must certify to us that the hotel's plans and specifications comply with all 

Applicable Laws related to accessibility/accommodations/facilities for those with disabilities, as further 

described in the Manual. (See Item 11). You will also be required to complete an ADA Survey, in 

conjunction with an approved ADA consultant and in the form required by us, to determine if the Hotel 

is in compliance with the ADA within thirty (30) days of our request. The process for completing the 

survey, and other requirements related to it, will be set forth in the Manual. If requested, you must 

arrange for us and/or our affiliates to participate in all progress meetings during the development and 

construction of the hotel, to have access to all contract and construction documents for the hotel and 

to have access to the hotel during reasonable business hours to inspect the hotel and its construction, 

completion, furnishing and equipment for conformity to the finally-approved construction documents. 

However, we and our affiliates have no obligation to participate in progress meetings or to inspect the 

hotel. Our approval is not a representation of the adequacy of the plans and specifications, the 

structural integrity, or the sufficiency of the mechanical and electrical systems for the hotel. When you 

begin construction or conversion of the hotel and before your hotel opens for business, both you and 

your architect or general contractor must provide us with a certificate stating that the plans and asbuilt 

premises comply with all applicable legal requirements relating to accessibility/accommodations/ 

facilities for those with disabilities, as is further described in the Manual. (See Item 11). If the Hotel 

does not comply with the ADA, you must submit a plan to the ADA consultant detailing the plan to 

bring the Hotel into compliance, the process relating to which is set out in the Manual. We may not 

approve your opening if your Hotel is not compliant with the ADA. 

We currently estimate that the required purchases described above represent approximately 15% to 

20% of the cost to establish a new System Hotel and approximately 2% to 5% of operating expenses. 

From time to time during the term of the Franchise License Agreement and any term extensions, we 

may require you to make additional expenditures and investments to maintain your hotel in 

accordance with the System Standards and to remove any deficiencies in your hotel's operations. 

Except as stated above, we do not negotiate purchase arrangements with suppliers for the benefit of 

licensees. There are no purchasing or distribution cooperatives. We provide you with no material 

benefits (such as license renewal or the grant of additional licenses) based on your use of designated 

or permitted sources (the Franchise License Agreement is non-renewable) Except as described 

above, we presently receive no payments, discounts, rebates, credits or commissions from any 

supplier based on your purchases from that supplier. 

ITEM 9 

LICENSEE'S OBLIGATIONS 

This table lists your principal obligations under the Franchise License Agreement and other 

agreements for a Hampton Inn or a Hampton Inn & Suites hotel. It will help you find more 

detailed information about your obligations in these agreements and in other Items of this 


Obligation 

Paragraph in 


Agreement 

Section in HITS 

Agreement (Note 1) 

Item in Disclosure 

Document 

a. Site selection and 

acquisition/lease 

b. Pre-opening 

purchases/leases 

6.a.(16) and (17); 

Attachment A 

6.a.(2), (3) and (4); 

Attachment A 

Not Applicable Items 7 and 11 

1 and 2 Items 5, 6, 7, 8 and 11 

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50

Obligation 

Paragraph in 


Agreement 




Document 

c. Site development and 

other pre-opening 

requirements 

d. Initial and ongoing 

training 

e. Opening Definitions, Attachment 

A 

f. Fees Definitions, 3.c, 3.d, 

3.e., 6.a.(5), 6.a.(12), 

6.a.(20), 6.d.(7), 

11.b.(2), 11.b.(3), 

11.b.(4), 11.b.(5), 12.b., 

14.c., 14.d.,14.e.; 

Attachment A and Rider 

g. Compliance with 

Standards / Manual 

h. Trademarks and 

Proprietary Information 

6.a.(3), (4), (5), (11), 

(16), (17), (18), (24) and 

Attachment A 

Not Applicable Items 5, 6, 7, 8, and 11 

3.a. and 6.a.(5) Schedule A Items 5, 6, and 11 and 

15 


Definitions, 3.d., 3.e., 

5.b., 5.d., 6, 8, 9, 11, 

14.b.; 

Attachment A 

Definitions 2, 4, 5, 

6.a.(19), 11.a., 11.b.(4), 

12.b, 14.b.(7), 14.e., 

14.f., 15, Attachment A, 

Rider 

i. Restrictions on products/ 

services offered 

j. Warranty and customer 

service requirements 

k. Territorial development 

and sales quotas 

l. Ongoing product/service 

purchases 

m. Maintenance, 

appearance and 

remodeling requirements 

n. Insurance 6.a.(21); 6.c., 7.b.(9), 

11.b.3., 12, 14.a., 

Attachment A 

o. Advertising Definitions 3.d., 5.c., 

6.a.(7) and (13), 14.c.; 

Rider 

p. Indemnification Definitions, 6.c., 9, 

11.b.(3), 17.b.; 

Guarantee (Exhibit L) 

q. Owner's participation/ 

management/staffing 

r. Records and reports Definitions, 7.b., 8; 

Attachment A, Rider; 

Guarantee 

1; 6; and 12; 

Schedules B and E 

Items 5, 6 and 7 

8 and Schedule E Items 8, 11, 13, 14, 15 

and 16 

8 and 27; Schedule E Items 13 and 14 

6.a. Not Applicable Items 8 and 16 

6.a. Not Applicable Items 6 and 8 

Not Applicable Not Applicable Item 12 

Definitions, 3.g. and 

2 Items 6 and 8 

6.a. 

6.a., Attachment A Schedule C (3) Items 8 and 11 



Not Applicable Item 6 

6.c., Attachment A Not Applicable Item 15 

Not Applicable 


s. Inspections and audits 3.d., 3.e. and 8.c.; Not Applicable Items 6 and 8 

Rider 

t. Transfer Definitions, 11 22 Item 17 

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51

Obligation 

Paragraph in 


Agreement 




Document 

u. Renewal Not Applicable 8(f) Item 17 

v. Post-termination 

14.d., e. and f. Not Applicable Item 17 

obligations 

w. Non-competition 

Definitions, 6.a.(15) Not Applicable Item 17 

covenants 

x. Dispute resolution 16.b. and 17 24 Item 17 

y. Other: Guarantee of 

franchisee’s obligations 

Definitions, 6.a.(16), 

11.b.(3) and Exhibit E, 

Exhibit L 

Not Applicable Item 15 

Note 1 – An integral element of the System we license to you is OnQ, our proprietary computerized 

business system which has or may in the future have the capability of providing support to you in 

accessing and/or using Hampton Inn hotel's reservation service, performance support or training, 

operations and management performance. You must enter into and comply with the terms and 

conditions of both our HITS Agreement and our Franchise License Agreement when utilizing 

equipment and software under OnQ. 

ITEM 10 

FINANCING 

Other than the development incentive program described below, we do not offer direct or indirect 

financing for licensees. We do not offer any other financing and do not guarantee your note, lease or 

other obligations. 

We may offer, in our sole discretion, certain development incentives (the “Incentive”) for development 

and conversion hotels. The Incentive is a loan that is not subject to repayment unless the franchise 

terminates before the end of the Term (generally the first 20 years of operation of the Hotel) or a 

Transfer occurs. If a Transfer occurs, you will repay the balance of the Incentive. At each 

anniversary of the Hotel Opening Date, the repayable amount of the Incentive reduces by 1/20th of 

the original amount. To receive the Incentive, you and your principals, as co–makers, must sign a 

development incentive note (the “Note”) in the form attached as Exhibit _D-1 when you sign the 

Franchise License Agreement. We describe the terms of the Note in greater detail below. We may 

negotiate these incentives when business circumstances warrant. These programs may be modified, 

limited, extended or terminated at any time without advance notice or amendment of this Disclosure 

Document. 

Any Incentive will be disbursed to you after: (i) you have passed a final credit/financial review with no 

material adverse changes in the business, legal, litigation, bankruptcy status or finances of the 

applicant, the guarantors or the project since preliminary approval; (ii) the Hotel opens with our 

consent; (iii) you have completed any PIP required by the Franchise License Agreement; and (iv) you 

have paid the Development Services Fee. The Note bears no interest except in the case of default. 

We may grant renewals, extensions, modifications, compositions, compromises, releases or 

discharges of other parties without notice to any guarantor or co-maker. If you transfer the Hotel, you 

must repay the balance of the Note unless the Transferee and its principals assume the obligation to 

repay the Incentive and provide us with such other security as we may require in our sole discretion. 

If you are purchasing an existing Hotel and you assume the obligation to repay the unamortized 

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52

alance of the Note with our consent, you must repay the balance if the franchise terminates after 

your purchase of the Hotel. 

ITEM 11 

LICENSOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING 

Except as listed below, we are not required to provide you with any assistance. 

We may provide any of these services through our employees and representatives, through our 

affiliates or through any third party provider we designate. 

Under the Operating Agreement described in Item 1, Hilton Worldwide will – at all times acting on our 

behalf – discharge all of our duties and obligations under Hampton Inn and Hampton Inn & Suites 

franchise license agreements governing hotels situated in the US, including: discharging all of our 

obligations to licensees; managing the Hampton Inn and Hampton Inn & Suites license networks; 

marketing, offering and negotiating new and renewal franchise license agreements as our franchise 

broker; furnishing assistance to licensees in the US; implementing our quality assurance programs; 

and, otherwise on our behalf, discharging all duties we owe under franchise license agreements 

governing Hampton Inn and Hampton Inn & Suites hotels in the US. 

Hilton Worldwide or its affiliates employ all the persons who will provide services to you on our behalf 

under the terms of your Franchise License Agreement. If Hilton Worldwide fails to perform its 

obligations under the Operating Agreement protocol, then Hilton Worldwide may be replaced as the 

franchise service provider. However, as the licensor, we will always be responsible for fulfilling all our 

duties and obligations under your Franchise License Agreements. 

Pre-Opening Phase Obligations 

After we approve your Application and/or you sign the Franchise License Agreement, but before you 

open your business, we will: 

1. Loan to you a copy of our Manual and/or provide you with electronic access to the Manual on 

the Hilton Intranet resources library. The Manual is confidential and is the property of our affiliate HLT 

Domestic IP LLC. (Franchise License Agreement, Paragraph 3.f.) 

References to the “Manual” include the Standards. The Standards include all standards, 

specifications, requirements, criteria, and policies that have been and are in the future developed and 

compiled by us for use by you in connection with the design, construction, renovation, refurbishment, 

appearance, equipping, furnishing, supplying, opening, operating, maintaining, marketing, services, 

service levels, quality, and quality assurance of System Hotels, including the Hotel, and for hotel 

advertising and accounting, whether contained in the Manual or set out in this Agreement or other 

written communication. (Franchise License Agreement, Definitions, Paragraph 3.f.) The table of 

contents of the Manual is attached as Exhibit H. 

2. Assign a project manager to you. You or your representative must meet with us at a location 

selected by us, within 45 days following the date of approval of your application with the project 

manager that we assign to you. (Franchise License Agreement, Attachment A.) 

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53

3. Review your proposed architect and/or designer who will prepare the plans and designs for the 

hotel, review your contractor, and grant or deny approval. (Franchise License Agreement, Attachment 

A.) 

You must also submit information about your general contractor and major subcontractors for our 

approval before construction work begins. We may condition our approval upon the bonding of your 

contractors. (Franchise License Agreement, Attachment A.) 

4. Review the plans, layouts and specifications, drawings and designs for constructing and 

furnishing your hotel, including guest room areas, and grant or deny approval. You may not start 

construction until you receive our approval. Once you receive our approval, you may not make any 

changes to the plans without our advance consent. (Franchise License Agreement, Attachment A.) 

5. Inspect your location and the course of construction or work at your hotel to determine whether 

you are proceeding in accordance with the approved plans, the Franchise License Agreement and the 

Standards. You must afford our representatives access to your site and supply us with any samples of 

construction materials, etc. that we may request. (Franchise License Agreement, Attachment A). 

6. Review and approve or disapprove your proposed management of the hotel. (Franchise 

License Agreement, Paragraph 6.c.). In evaluating the proposed management, we look at the 

proposed management organizational structure, prior experience and performance in managing 

similar first-class, focused-service hotels, as well as other relevant factors. If we do not approve your 

proposed management, then we will require you to hire a professional hotel management company 

satisfactory to us to manage the hotel for at least the first year of operations. At the end of the year, if 

you request it, we will reevaluate this requirement. 

7. Provide you with the HITS Agreement (which will be countersigned by HSS) before you open 

your hotel. This Agreement governs your access to and use of OnQ, Hilton Worldwide’s proprietary 

computerized business system which is an integral part of the System we license to you. (See 

Computer System below).The HITS Agreement also governs the installation and on-going support 

and maintenance of your HSIA service. 

8. Make available to you for use in your hotel various purchase, lease, or other arrangements 

with respect to exterior signs, operating equipment, operating supplies and furnishings, which we or 

Hilton Worldwide may have and which we make available to other Licensed Brand licensees. 

(Franchise License Agreement, Paragraph 3.g.) 

9. Specify required and optional training programs. (Franchise License Agreement, Paragraph 

3.a.). You must pay a fee for these programs and the training materials. You must also pay for travel, 

lodging and other expenses associated with training. (See Items 5, 6 and 7 of this Disclosure 

Document). (See Training below.) 

Computer System 

You must purchase and maintain property management, revenue management, in-room 

entertainment, telecommunications and other computer and technology systems we designate as 

System-wide (or area-wide) programs based on our assessment of the long-term best interests of 

System hotels, considering the interest of the System as a whole. (See Item 8.) (Franchise License 

Agreement, Paragraph 6.a.(6)). For example, you must agree to install and use our required computer 

business software and hardware system (which may include required networks, interfaces, 

telecommunications and other systems). Currently, we require you to use OnQ, Hilton Worldwide’s 

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54

usiness system comprised of software that currently includes a proprietary property management 

component, reservations component, revenue management component, rate & inventory component, 

learning management component and other components we consider necessary to support the 

following activities: reservations, distribution, sales, customer relationship management (CRM), hotel 

operations, and business intelligence gathering and analysis. The OnQ system is linked to a 

communications network which connects System hotels to Hilton Worldwide’s reservation offices and 

travel planners worldwide. You must sign the HITS Agreement, which governs your access to and use 

of this computerized system, approximately 90 to 120 days before the opening of your hotel. The 

package includes hardware, software, installation and support. We may choose to change the way in 

which the OnQ data is delivered to the property in our sole judgment as changes are made to the 

architecture of the OnQ product. 

If you add or construct additional guest rooms at the hotel at any time after you sign the Franchise 

License Agreement, you must pay Hilton Worldwide or HSS the prevailing per guest room/suite 

software license fee charged to System hotels multiplied by the number of additional guest rooms 

(currently, $100 per additional guest room/suite). 

Hilton Worldwide may enhance or modify OnQ or change its computer hardware or software 

requirements at any time. There are no contractual limitations on the frequency and cost of your 

obligation to adopt all changes HSS requires. (HITS Agreement §2) HSS provides maintenance 

upgrades on OnQ and OnQ/HSIA connectivity. (See Item 6 of this Disclosure Document). We 

encourage (and may require) you to sign a hardware maintenance contract for OnQ. If you sign a 

maintenance contract for OnQ, you must pay the first month’s fee within 30 days following shipment of 

the computer equipment. Although subject to change, in 2010, these fees ranged from $500 to 

$1,200 per month. 

The monthly maintenance fees for the OnQ/HSIA connectivity equipment and connections (to the 

CRS, electronic mail and the Internet) as well as for OnQ support are subject to increase by us or 

HSS on an annual basis. These fees are non-refundable. (See Items 5, 6, 7 and 8 of this Disclosure 

Document.) (HITS Agreement, Schedule C.) 

In addition to the computer hardware and software requirements for OnQ, we require you to provide 

high-speed internet access for all guest rooms and meeting rooms at your hotel in accordance with 

brand standards. You must purchase and install additional hardware and software to meet this highspeed 

internet access requirement in addition to the hardware and software for OnQ. The additional 

hardware and software must meet HSS’s requirements and specifications. This hardware will be 

provided by third parties chosen by HSS, installed by HSS or its agents, and maintained by HSS or its 

agents. You must also arrange and pay for the ongoing high speed internet service. You must 

purchase this service from HSS or its designated supplier. The estimated costs for hardware, 

software, installation and ongoing high speed internet service are described in Items 5 and 7 of this 


Training 

Hilton Worldwide offers required training courses to those affiliated with the System for orientation and 

as part of the certification process. Employees designated to take training must complete the required 

training to our satisfaction. You must pay the costs for required and optional courses, along with all 

travel, lodging and other expenses associated with training. Hilton Worldwide may also charge for 

training materials. 

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55

All first time owners of Hampton Inn hotels must attend our new Owners Orientation within 6 months 

of approval of their Application. If you purchase an existing Hampton Inn hotel, you are required to 

attend our Owners Orientation within 120 days of the date you purchase the hotel. The program will 

familiarize you with brand support programs and provide an overview of operating, marketing and 

sales principles. 

Your general manager must attend the Hampton Lighthouse Leadership General Manager Program 

before the opening of your hotel, or within 90 days of assuming responsibility. An owner who intends 

to act as General Manager of his/her hotel must complete the same requirements. 

Before the opening of your hotel, all hotel staff that will be utilizing OnQ must first complete their 

respective self-paced training and provide documentation of a printed certificate. 

Under the HITS Agreement, HSS provides, at your cost, services in connection with the start up of 

OnQ. The number of Systems Implementation Consultants and number of days on site is determined 

by Hilton Worldwide and is based upon size and type of hotel. (See Item 5 of this Disclosure 

Document.) As part of these required services, a Hilton Worldwide representative will verify that all 

front desk staff and management have successfully completed training and have passed an OnQ 

certification test by at least a minimum score of 80% for the general manager and 80% for the team. If 

your staff does not attain the minimum score, the opening of your hotel may be delayed and a 

rescheduling fee of $2,000 plus travel may be applied. 

Management employees at your hotel will conduct training periodically at your hotel for your 

employees. Every employee must complete all components of the training within the time designated 

in the Manual. The current employee training program includes topics such as: Our Brand Story, 

Make It Hampton Everyday – Learning Map, Welcome To Hampton, 100% Hampton and CRM. 

If you hire a replacement for any of the categories of personnel referred to in this Item 11 who must 

attend a training program, then that person must successfully complete the appropriate training 

program. You must pay Hilton Worldwide its then-current fee for the applicable training program for 

replacement trainees and for any additional persons you wish to attend a training program. 

The following table sets forth the training that we make available as of the date of issuance of this 

Disclosure Document. Training costs and subjects are subject to change. 

Subject 

TRAINING PROGRAM 

Hours Of 

Classroom 

Hours of 

On the Job 

Training 

Location 

Hampton GM Leader Program 

140 0 Memphis, TN and on-site 

(Note 1) 

OnQ Property Management 

Training 

(Note 5) 

Varies according 

to position 

0 On-site (new construction) 

or OnQ Hilton University 

(existing hotels) 

Pre-opening Kits 

0 0 On-site 

(Note 6) 

Welcome to Hampton Training 

0 On-site 

(Note 3) 10-17 

Hampton Lighthouse Leadership 

Hampton Ultimate Guest 

Experience (H.U.G.E.) (Note 2) 

6 0 Regional locations 

(Note 12) 

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Subject 

Hours Of 

Classroom 

Hours of 

On the Job 

Training 

Location 



Product & Service 201 (Note 2) 



Revenue Management 1.0 (Note 

2) 



Revenue Management 2.0 (Note 2) 



Lead More Connected (Note 2) 



Training for Results 

(Note 2) 



Strong Manager Program (Note 2) 



eCommerce 1.0 

(Note 2) 



Backyard Sales Revolution 

(Note 2) 

HHonors Training 

1-2 0 On-site 

(Note 8) 

Hampton - Step Inn 

3 0 On-site 

(Note 4) 

Hampton Step Up 

19 0 Memphis, TN 

(Note 4) 

Hampton – Ultimate Sales 


Professional 

(Note 2) 

Owners Orientation 


(Note 7) 

Controlling Alcohol Risks Effectively 

2 0 On-site 

or Bar Code (Note 9) 

ADA Training, Outstanding Service 

3 0 On-site 

for Guests with Disabilities 

(Note 2) 

Service Animal Training 1 0 On-site 

Annual Brand Conference 

2-3 days 0 Various hotel locations 

(Note 10) 

CRM Department Specific Training 

1 0 On-site 

(Note 11) 

CRM Day in the Life Training 

2.5 0 OnQ Hilton University 

(Note 13) 

OnQ Rate and Inventory 8 0 Online in OnQ Hilton 

University 

OnQ Revenue Management 

Express Training 

4-5 0 Online in OnQ Hilton 

University 

ADA Training – Survey Instrument 

0 0 Online 

(Note 14) 

ADA Training – Your Employees 0 0 Online 

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Note 1 –GM Leader Program. This training is mandatory for your general manager and your general 

manager must complete the Hampton GM Leader Program before the opening of your hotel or within 

90 days of assuming responsibility. An owner who intends to act as general manager of his/her hotel 

must complete the same requirements. The cost is $3,400, which includes both tuition and housing for 

the Memphis-based portion of the training. 

Note 2 – Annual Workshops. A minimum of 1 employee from each hotel must attend at least one of 

these workshops per calendar year. Except for the workshops listed in the next sentence, the cost for 

each workshop is $50 per person. The cost for Hampton – Ultimate Sales Professional is $850. The 

cost for ADA training is $75 per person. 

Note 3 – Welcome to Hampton Training. All employees must complete this training within 14 days 

of hire except the learning map which is required within the first 90 days. This training program may 

be updated as necessary and your employees may be required to complete training on updated 

material as appropriate. Topics covered include: our brand story, welcome to Hampton, guarantee, 

and learning map. The cost for this training is $1,000. 

Note 4 – Hampton – Step Inn and Hampton – Step Up. These training programs are mandatory for 

Hampton Inn general managers, assistant general managers or sales managers. Hampton – Step Inn 

must be taken prior to Hampton – Step Up and both must be completed within 90 days of hire or prior 

to opening a new hotel. The costs for Hampton – Step Up is $950. 

Note 5 – OnQ Property Management Training. This training is mandatory for all employees working 

in the subject areas within 10 days of hire (or within 30 days of hire for general managers). This 

training is required for all first time Hilton Worldwide product owners. 

Note 6 – Pre-Opening Kits. Kit includes startup materials that are sent to hotels at approval, at start 

of construction, and before initial operations consultation. The cost of the Kit is $3,500. 

Note 7 – Owners Orientation. This orientation is required for all first time Hilton Worldwide product 

owners. You and your management company representative (if you are not managing the hotel) must 

complete this orientation program as soon as possible after your application is approved, but before 

you begin actual construction of the hotel. There is currently no charge to attend this orientation 

program. You pay for any travel, lodging and miscellaneous expenses of yourself and your 

attendees. 

Note 8 – HHonors Training. This training program is mandatory for all key management staff and 

applicable front office personnel and must be completed within 14 days of hire. 

Note 9 – Controlling Alcohol Risks Effectively. The cost of this program is $150. 

Note 10 – Annual Brand Conference. We require participation in an annual brand conference by the 

general manager. This conference is conducted by the Hampton Inn brand and costs $1,500 per 

participant. You also will pay the travel, compensation, living expenses and miscellaneous expenses 

of those who attend. Conference program fees and expenses are not refundable. This annual 

conference is mandatory for the general manager and may be held at various hotel locations. 

Note 11 – CRM Training. This training is mandatory for all employees within 30 days of hire. The 

length of the required training will vary depending on the position of your employee. The CRM training 

program, Customer Really Matters, is an on-line training tool that will help your employees become 

familiar with the fundamentals of our CRM initiatives. 

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Note 12 – Regional Locations. The current regional workshop locations include: Alexandria, VA, 

Atlanta, GA, Boston, MA, Buffalo, NY, Charlotte, NC, Chicago, IL, Columbus, OH, Dallas, TX, Denver, 

CO, Houston, TX, Indianapolis, IN, Jacksonville, FL, Kansas City, MO, Madison, WI, Montgomery, AL, 

New Orleans, LA, Orlando, FL, Philadelphia, PA, Phoenix, AZ, Pittsburgh, PA, Portland, OR, Raleigh, 

NC, Sacramento, CA, San Diego, CA, Staten Island, NY. 

Note 13 – CRM Day in the Life. This training is recommended for all of your employees who have 

completed the updated OnQ Property Management training on CRM. 

Note 14 -- ADA Training. If you want to engage in a Permitted Transfer, Conversion, Relicensing or 

Change of Ownership Transfer for the Hotel, you will be required to attend online training in order to 

complete an independent survey conducted by an ADA consultant to determine the Hotel’s 

compliance with ADA. 

Online and web based programming is self-paced training that trainees can access at any time. For 

other training, unless otherwise noted, we will provide the training on an as needed basis. 

We use a variety of instructional materials in connection with our training programs. These materials 

include our Manual, CD Roms, DVDs, online programs, and handbooks. We may modify these 

materials or use other materials for the training programs. 

Hilton Worldwide’s instructors and presenters generally have a minimum of 2 to 5 years experience in 

the subject taught. Except as noted, there is a charge for the required training programs described 

above in this Item 11. In all cases, you pay the wages, travel and living expenses of your trainees. 

(See Items 5 and 6). 

Additional optional training programs and materials are available. Please refer to the Manual or the 

Brand Performance and Support department. 

Operational Phase Services 

During the operation of the franchised business we will: 

1. Consider permitting your hotel to conditionally open and operate as a Hampton Inn or 

Hampton Inn & Suites hotel even though you have not yet fully complied with the terms of the 

Franchise License Agreement, so long as you have signed the Franchise License Agreement and are 

meeting your performance obligations under the Franchise License Agreement and you agree to fulfill 

all remaining terms of the Franchise License Agreement, including any attachment, on or before the 

completion date set forth on the Rider, or any extension we approve. (Franchise License Agreement, 

Attachment A.) 

2. Periodically, we will publish (either in hard copy or electronic form or both) and make available 

to the traveling public a directory that includes System Hotels, including the Hotel. Additionally, we 

will include the Hotel, or cause the Hotel to be included, where applicable, in advertising of System 

Hotels and in international, national and regional marketing programs offered by us, subject to and in 

accordance with our general practice for System Hotels. (Franchise License Agreement, Paragraph 

3.d.) 

3. Afford you access to OnQ Central Reservation Services on the same basis as other System 

Hotels, so long as you are in full compliance with the material obligations set forth in the Franchise 

License Agreement, including all standards set forth in the Manual. These services currently consist of 

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the OnQ central reservation services and database that connect your hotel to the Reservations 

Service, and global distribution systems (airline reservation systems such as Sabre and Galileo). 

(Franchise License Agreement, Paragraph 3.b.) 

However, if you are in default, we can suspend our obligations to you under the Franchise License 

Agreement, including removing the listing of your hotel from any directories we publish and from any 

advertising we publish, and/or removing or suspending you from the OnQ Central Reservation 

Services immediately upon notice to you. (See discussion of “interim remedies” at the end of this Item 

11 and in Item 17, Note 2.) (Franchise License Agreement, Paragraph 14.c.). 

4. Administer a quality assurance program for the System that may include conducting periodic 

inspections of the hotel and guest satisfaction surveys and audits to ensure compliance with System 

Standards. (Franchise License Agreement, Paragraph 3.e.) 

In furnishing these benefits, facilities or services to you, neither we nor any of the Entities will exercise 

control or supervision over you. Management and operation of the hotel is your sole responsibility 

and obligation. 

Advertising Information 

We will use your Monthly Program Fee (see Item 6) to pay for various programs to benefit the 

System, including advertising, promotion, publicity, public relations, market research, and other 

marketing programs; developing and maintaining Licensed Brand directories; developing and 

maintaining the Reservation Service systems and support; certain computer costs (See Item 5); and 

administrative costs and overhead related to the administration or direction of these projects and 

programs. We will have the sole right to determine how and when we spend these funds, including 

sole control over the creative concepts, materials and media used in the programs, the placement and 

allocation of advertising and the selection of promotional programs. We may enter into arrangements 

for development, marketing, operations, administrative, technical and support functions, facilities, 

programs, services and/or personnel with any other entity, including any Entity. Monthly Program 

Fees are intended for the benefit of the System, and will not simply be used to promote or benefit any 

one property or market. We will have no obligation in administering any activities paid by the Monthly 

Program Fee to make expenditures for you which are equivalent or proportionate to your payments, or 

to ensure that your hotel benefits directly or proportionately from such expenditures. We may create 

any programs, and allocate monies derived from Monthly Program Fees to any regions or localities as 

we consider appropriate in our sole judgment. The aggregate of Monthly Program Fees paid to us by 

licensees does not constitute a trust or “advertising fund” and we are not a fiduciary with respect to 

the Monthly Program Fees paid by you and other licensees. We are not obligated to expend funds in 

excess of the amounts received from licensees using the System. If any interest is earned on unused 

Monthly Program Fees, we will use the interest before using the principal. The Monthly Program Fee 

does not cover your costs of participating in any optional marketing programs and promotions offered 

by us or Hilton Worldwide from time to time in which you voluntarily choose to participate. These fees 

also do not cover the cost of operating your hotel in accordance with the standards in the Manual. 

(Franchise License Agreement, Paragraph 3.d.) 

We are not required to engage in or maintain any particular advertising program, apart from our 

general obligations to periodically publish and make available to the traveling public a directory of all 

System Hotels (including your hotel), to include your hotel in national or regional group advertising of 

System Hotels, and to include your hotel in international, national and regional market programs 

(Franchise License Agreement, Paragraph 3.d.). We occasionally provide for placement of advertising 

on behalf of the entire System with international, national and local coverage. Most advertising is 

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60

placed on cable TV and radio, magazines, direct mail, in the yellow pages or in our directory. In the 

past we have hired a national agency and utilized in-house staff to create and place advertising. 

You must advertise and promote your hotel and related facilities and services on a local and regional 

basis in a first-class, dignified manner, using our identity and graphics standards for all System hotels, 

at your cost and expense. You must submit to us samples of all advertising and promotional materials 

that we have not previously approved (including any materials in digital, electronic or computerized 

form, or in any form of media that exists now or is developed in the future) before you produce or 

distribute them. You may not begin using the materials until we approve them. You must immediately 

discontinue your use of any advertising or promotional materials we reasonably believe is not in the 

best interest of your hotel or System, even if we previously approved the materials. Any advertising or 

promotional materials, or sales or marketing concepts, you develop for your hotel that we approve 

may be used by other hotels in the System without any compensation to you. (Franchise License 

Agreement, Paragraph 6.a.(7)). 

You may not engage, directly or indirectly, in any cross-marketing or cross-promotion of your hotel 

with any other hotel, motel or related business without our prior written consent, except for System 

Hotels and Network Hotels The “Network” means the hotels, inns, conference centers, timeshare 

properties and other operations Hilton Worldwide and its subsidiaries own, license, lease, operate or 

manage now or in the future. “Network Hotel” means any hotel, inn, conference center, timeshare 

property or other similar facility within the Network. 

There is no advertising council composed of Licensed Brand licensees to advise us on advertising 

policies. There are no advertising cooperatives. 

Web Sites 

You may not register, own, maintain or use any domain names, World Wide Web or other electronic 

communications sites (collectively "Site(s)"), relating to the Network or your hotel or that includes the 

Marks. The only domain names, Sites, or Site contractors that you may use relating to the hotel are 

those we assign or otherwise approved in writing. You must obtain our prior written approval 

concerning any third-party Site in which your hotel will be listed, and any proposed links between the 

Site and any other Site (“Linked Sites”) and any proposed modifications to all Sites and Linked Sites. 

All sites containing any of the Marks and any Linked Sites must advertise, promote, and reflect on 

your hotel and the System in a first-class, dignified manner. Our right to approve all materials is 

necessitated by the fact that those materials will include and be inextricably linked with our Marks. 

Therefore, any use of the Marks on the World Wide Web, the Internet, or any computer 

network/electronic distribution, must conform to our requirements, including the identity and graphics 

standards for all System hotels. Given the changing nature of this technology, we have the right to 

withhold our approval and to withdraw any prior approval and to modify our requirements. 

You may not without a legal license or other legal right post on your Site(s) any material in which any 

third party has any direct or indirect ownership interest, including video clips, photographs, sound 

bites, copyrighted text, trademarks or service marks, or any other text or image in which any third 

party may claim intellectual property ownership interests. You must incorporate on your Site(s) any 

other information we require in the manner we consider necessary to protect our Marks. 

Upon the expiration or termination of the Franchise License Agreement, you must irrevocably assign 

and transfer to us (or to our designee) all of your right, title and interest in any domain name listings 

and registrations that contain any references to our Marks, System or Licensed Brand, notify the 

applicable domain name registrar(s) of the termination of your right to use any domain name or Site(s) 

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associated with the Marks or the Licensed Brand, and authorize and instruct the cancellation of the 

domain name or transfer of the domain name to us (or our designee), as we specify. You must also 

delete all references to our Marks or Licensed Brands from any Site(s) you own, maintain or operate 

beyond the expiration or termination of the Franchise License Agreement. (Franchise License 

Agreement, Paragraph 5.d.). 

Time Frame for Opening the Hotel 

We require that you begin construction of a New Development hotel within 15 months from the date of 

we approve your Application. You must complete construction of a New Development hotel, receive 

our authorization for opening and open within 27 months from the date we approve your Application. 

In Conversion, Re-licensing or Change of Ownership situations, you may be required to upgrade the 

property to meet our standards. We establish a deadline by which you must begin the work on a 

project-by-project basis. You must complete the requisite upgrades for Change of Ownership 

situations within the timeframes we establish in the Product Improvement Plan, which will generally 

not exceed 180 days following the date you take possession of the hotel. In Conversion and Relicensing 

situations, we determine the commencement and completion deadlines according to the 

Product Improvement Plan. We determine the deadlines for beginning and completing work for room 

additions on a project-by-project basis. 

Interim Remedies 

If we give you notice of default and you fail to cure within the required period, then instead of 

terminating your Franchise License Agreement, we can postpone termination and impose one or 

more of the interim remedies described in full in Note 2 to Item 17. (Franchise License Agreement, 

Paragraph 14.c.; HITS Agreement, Paragraph 5(e)). 

ITEM 12 

TERRITORY 

We grant licensees a non-exclusive license to use the System during the term of the Franchise 

License Agreement to operate a licensed hotel at a specified location. There are no provisions in the 

standard Franchise License Agreement granting licensees a protected area or territory. You will not 

receive an exclusive territory. You may face competition from other licensees, from hotels that our 

affiliates own, or from other channels of distribution or competitive brands that we control. The 

standard Franchise License Agreement permits us to own, license or operate any Other Business of 

any nature, whether in the lodging or hospitality industry or not, and whether under the Licensed 

Brand, a competitive brand, or otherwise. We and the Entities have the right to engage in any Other 

Businesses, even if they compete with the Hotel, the System, or the Licensed Brand, and whether we 

or the Entities start those businesses, or purchase, merge with, acquire, are acquired by, come under 

common ownership with, or associate with, such Other Businesses. We may also: (a) modify the 

System by adding, altering, or deleting elements of the System; (b) use or license to others all or part 

of the System; (c) use the facilities, programs, services and/or personnel used in connection with the 

System in Other Businesses; and (d) use the System, the Licensed Brand and the Marks in the Other 

Businesses. You acknowledge and agree that you have no rights to, and will not make any claims or 

demands for, damages or other relief arising from or related to any of the foregoing activities, and you 

acknowledge and agree that such activities will not give rise to any liability on our part, including, but 

not limited to, liability for claims for unfair competition, breach of contract, breach of any applicable 

implied covenant of good faith and fair dealing, or divided loyalty. The “Entities” means present or 

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future Affiliates and direct or indirect owners. “Other Businesses” means any business activity we or 

the Entities engage in, other than the licensing of your Hotel. 

We may, however, agree to give licensees certain specific territorial restrictions (the “Restricted Area 

Provision”) for an area surrounding the licensed hotel and encompassing the immediate competitive 

market for the hotel as may be agreed upon by the parties (the “Restricted Area”). If we agree to give 

you a Restricted Area Provision for your New Development or Conversion, it will normally be for an 

agreed-upon time period, which is shorter than the term of the Franchise License Agreement (the 

“Restrictive Period”). We will not normally grant a Restricted Area Provision for a Change of 

Ownership or Re-licensing, although we will occasionally do so under certain unique circumstances. 

The following discussion applies where we agree to give you a Restricted Area Provision in your 

Franchise License Agreement: 

1. Restricted Area. The boundaries of the Restricted Area will normally depend on the relevant 

market in the immediate area and competitive circumstances in the relevant market at the time you 

sign the Franchise License Agreement. The boundaries will vary in size and shape from hotel to hotel. 

Boundaries will not be delineated according to any standard formula, but may be delineated in various 

ways, including references to cities, metropolitan areas, counties or other political subdivisions, 

references to streets or highways, or references to an area encompassed within a radius of specified 

distance from the front door of the hotel. 

2. Restricted Area Provision. The Restricted Area Provision will typically restrict us and the 

Entities from operating, or authorizing someone else to operate, another System Hotel during the 

Restrictive Period and within the Restricted Area (except as described in Paragraph 3 below). Those 

restrictions as to entities other than us may lapse if your brand is no longer affiliated with Hilton 

Worldwide. 

3. Exclusions from the Restricted Area Provision: The Restricted Area Provision will 

generally not apply to any products, services or businesses (other than a hotel or motel under the 

Licensed Brand within the Restricted Area during the specified period), whether now or later 

constructed, owned, operated, managed, leased, franchised or licensed by us or an Entity, or any 

successors to such entities (by purchase, merger, acquisition or otherwise), including, but not limited 

to, the following: (1) any non-System-branded hotels, motels or inns of any kind; (2) except as 

expressly provided for in any Restricted Area Provision, any other hotel under the “Hampton Inn” 

brand name, including any Hampton Inn hotel or other limited-service hotels, any Hampton Inn & 

Suites hotel or other partial-suites or all-suites hotels, any full service hotels or any extended-stay 

hotels; (3) if we are licensing a Hampton Inn hotel to you, any Hampton Inn & Suites hotel or any 

other successor product under the “Hampton Inn” or any other brand name; (4) if we are licensing a 

Hampton Inn & Suites hotel to you, any Hampton Inn hotels or any other successor product under the 

“Hampton Inn” or any other brand name; (5) any shared ownership properties commonly known as 

"vacation ownership" or "time-share ownership" or similar real estate properties; (6) any gamingoriented 

hotels or facilities; and (7) any hotel or hotels which are members of a chain or group of 

hotels (provided that such chain or group has or contains a minimum of four or more hotels in 

operation), all or substantially all (but in no event less than four hotels) of which are (in a single 

transaction with a single seller or transferor) after the date of this Disclosure Document, owned, 

operated, acquired, leased, managed, franchised or licensed by, or merged with, any entity acquired 

by, or merged with, or joined through a marketing agreement with, us or an Entity (or the operation of 

which is transferred to us, or an Entity) including any other Network Hotels. 

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63

4. Restrictive Period. The Restrictive Period will normally be for an agreed-upon time period. 

Generally, this period will be shorter than the term of the Franchise License Agreement, usually tied to 

a specified number of years from the date of your Application was approved. In some cases, the 

Restrictive Period may reduce in geographic scope after an agreed-upon time period. The 

continuation of the Restrictive Period will not depend on your achieving any particular sales volume or 

market penetration. An increase in population in the Restricted Area will not affect it and there are no 

other circumstances when your Restricted Area may be altered. Historically, we have extended the 

Restrictive Period for the full term of the Franchise License Agreement; however we do not intend to 

do so in the future. 

IMPORTANT NOTES: A Restricted Area Provision will not give you protection from previously 

existing hotels which are managed or licensed by us or an Entity or our or their predecessors, or any 

hotel site for which we or an Entity or its predecessor have approved a franchise license application 

and/or signed a franchise license agreement. In addition, a Restricted Area Provision will not give you 

protection from any replacement hotel that replaces or will replace another such existing hotel or hotel 

site. SOME STATE AND/OR OTHER LAWS PROVIDE THAT TERRITORIAL RESTRICTIONS 

AND/OR AREA RESTRICTIONS ARE VOID, VOIDABLE AND/OR SUPERSEDED BY LAW. 

See Item 1 for a description of the hotel brands licensed, operated and managed by Hilton Worldwide 

and Hilton Worldwide’s affiliates and subsidiaries, and by Blackstone and its affiliates. You may 

compete with these guest lodging properties. 

There may currently be franchised or company-owned Network Hotels situated in or near your area. 

We, Hilton Worldwide and our affiliates or subsidiaries may establish new franchised, companyowned 

or company-managed Network hotels in or near your area. 

You may compete with any Network Hotels in and near your area. There is no mechanism for 

resolving any conflicts that may arise between your hotel and franchised or company-owned Network 

Hotels. Any resolution of conflicts regarding location, customers, support or services will be entirely 

within the business judgment of Hilton Worldwide and ourselves. 

As noted in Item 1, affiliates of Blackstone are engaged in a variety of business activities in the 

lodging and hospitality industry. Guest lodging properties owned, managed or franchised by affiliates 

of Blackstone may currently or in the future be located in or near your market area. There is no 

mechanism for resolving any conflicts that may arise between your hotel and hotels which are owned, 

managed or franchised by affiliates or funds of Blackstone. You may compete with these guest 

lodging properties. 

We and the Entities engage in a wide range of business activities in lodging and related services, both 

directly and through the activities of our and their parents and affiliates. Some of these activities may 

be competitive with your Hotel and the System. We and/or our affiliates and/or Blackstone and/or its 

funds or affiliates may own, operate, franchise, license, acquire or establish, or serve as franchisee or 

licensee for, competitive guest lodging facilities or networks anywhere, including within your 

Restricted Area (if any), under any names or marks (but not, within your Restricted Area, if any, under 

the name or mark “Hampton Inn” or “Hampton Inn & Suites”). We and/or our affiliates and/or 

Blackstone’s affiliates and/or funds may also furnish services, products, advice and support to guest 

lodging facilities, networks, properties or concepts located anywhere, including your Restricted Area 

(if any), in any manner we, Blackstone or our respective affiliates determine. We and/or any of our 

affiliates may be sold to or otherwise acquired by an existing competitor or newly formed entity which 

itself has established or may establish competitive guest lodging facilities located anywhere (provided 

that your Restricted Area protections, if any, will be observed). We and/or our affiliates may render 

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64

services to hotels owned, managed, operated, franchised and/or licensed by Blackstone and/or its 

affiliates or funds. Further, we and/or our affiliates and/or Blackstone and/or its affiliates may 

purchase, merge, acquire, or affiliate in any other way with any franchised or non-franchised network 

or chain of guest lodging facilities or any other business operating guest lodging facilities regardless of 

the location of that network, chain or other business’s facilities, including within your Restricted Area 

(if any), and that following such activity we may operate, franchise or license those other facilities 

under any names or marks anywhere regardless of the location of those businesses and/or facilities 

(but not, within your Restricted Area, if any, under the name or mark “Hampton Inn or Hampton Inn & 

Suites”). There is no mechanism for resolving any conflicts that may arise between your hotel and 

other hotels described in this paragraph. 

You may not register, own, maintain or use any domain names, World Wide Web or other electronic 

communications sites (collectively, “Site(s)”), relating to the Network or your hotel or that include the 

Marks. The only domain names, Sites, or Site contractors that you may use relating to your hotel or 

the Franchise License Agreement are those we assign or otherwise approve in writing. You must 

obtain our advance written approval for any third-party Site in which your hotel will be listed, and any 

proposed links between the third-party Site and any other Site(s) (“Linked Sites”) and any proposed 

modifications to all Sites and Linked Sites. See Item 11 for further information concerning our Web 

site requirements and limitations. The Franchise License Agreement does not otherwise limit the 

channels through which you may solicit customers for your hotel. 

We do not permit the relocation of franchise licensed hotels. You have no options, rights of first 

refusal or similar rights to acquire additional franchises. 

Trademark Use: Your Rights 

ITEM 13 

TRADEMARKS 

We grant you a limited, nonexclusive right to use our System in the operation of a hotel at a specified 

location under one of the licensed trademarks "Hampton Inn" or "Hampton Inn & Suites" (each a 

“Licensed Brand”). As used in the Franchise License Agreement and this Disclosure Document, the 

System includes the Marks, including the Principal Mark “Hampton”. The Marks include the Licensed 

Brands and all other service marks, copyrights, trademarks, logos, insignia, emblems, symbols, and 

designs (whether registered or unregistered), slogans, distinguishing characteristics, trade names, 

domain names, and all other marks or characteristics associated or used with or in connection with 

the System, and similar intellectual property rights, that we designate to be used in the System. 

Our affiliate HLT Domestic IP LLC holds the rights to the Marks, including the following trademarks 

and service marks, which are registered on the United States Patent and Trademark Office principal 

register: 

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MARK 

Principal 

Register(P) 

Registration # 

Date 

Hampton (words) P 2482431 08/28/2001 

Hampton Inn (words) P 1305512 11/13/1984 

Hampton Inn (logo) P 1343583 06/18/1985 

Hampton Inn (logo lined for color) P 1343584 06/18/1985 

Hampton Inn & Suites (words) P 1935900 11/14/1995 

Hampton Inn & Suites (logo) P 2079257 07/15/1997 

100% Satisfaction Guarantee (circular logo) P 2940916 04/12/2005 

1-800-HAMPTON (word) P 2116479 11/25/1997 

Cartouche Design (logo) P 1352215 07/30/1985 

Friendly service, clean rooms, comfortable 

surroundings, every time. If you’re not satisfied, we 

don’t expect you to pay. That’s our commitment and 

your guarantee. That’s 100% Hampton. 

P 3035760 12/27/2005 

Hampton’s On The Run (words) P 3628761 05/26/2009 

Hit The Road Rates (word) P 2478122 08/14/2001 

Hit The Road (words) P 2675263 01/14/2003 

On the House (words) P 3058335 02/07/2006 

Purity Basics (words) P 2932802 03/15/2005 

That’s 100% Hampton. (words) P 2925988 02/08/2005 

We Love Having You Here (words) P 2853920 06/15/2004 

We’re With You All The Way (word) P 2480023 08/21/2001 

Clean and Fresh Hampton Bed (words) P 3884317 11/30/2010 

We entered into a license agreement with HLT Domestic IP LLC which grants us the right to use the 

Marks in connection with the System in the US. The term of the license agreement between us and 

HLT Domestic IP LLC continues indefinitely so long as each party continues to be an affiliate of Hilton 

Worldwide. HLT Domestic IP LLC has certain enforcement rights in the event we default under the 

license agreement, including the right to terminate the license agreement if we fail to cure a default 

within the time period specified in the license agreement. These enforcement rights or any other rights 

of HLT Domestic IP LLC to terminate the license agreement will not affect your right to use the Marks 

licensed to you under the Franchise License Agreement as long as you are in good standing under 

the Franchise License Agreement. The Marks may from time to time be transferred to another affiliate 

for administrative purposes, and we will continue to have a license to use the Marks in connection 

with the System in our franchise business. The Franchise License Agreement does not grant you the 

right to use any other marks owned by our affiliate HLT Domestic IP LLC. 

You may use the Marks only in connection with the System and only in the manner we designate, as 

set out in the Franchise License Agreement and the Standards. We may designate additional Marks, 

change the way Marks are depicted, or withdraw Marks from use at any time. We will not withdraw 

the Principal Mark. We reserve the right to limit what Marks each Licensed Brand of hotel may use. 

For example, a Hampton Inn hotel is not referred to as a Hampton Inn & Suites hotel without our 

written consent. 

Your hotel will be initially known by the trade name set forth in the Rider (the “Trade Name”). We may 

change the Trade Name at any time, but we will not change the Principal Mark. You may not change 

the Trade Name without our specific written consent. 

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Under the terms of the Franchise License Agreement, you acknowledge and agree that you are not 

acquiring the right to use any service marks, copyrights, trademarks, logos, designs, insignia, 

emblems, symbols, designs, slogans, distinguishing characteristics, trade names, domain names or 

other marks or characteristics owned by us or licensed to us that we do not specifically designate to 

be used in the System. 

Use of the Marks: Your Duties 

We have the right to control any administrative proceedings or litigation involving a Mark licensed by 

us to you. We will have the sole right and responsibility to handle disputes with third parties 

concerning use of the Marks or the System. The protection of the Marks and their distinguishing 

characteristics as standing for the System is important to all of us. For this reason, you must 

immediately notify us of any infringement of or challenge to your use of any of the Marks. You may not 

communicate with any other person regarding any such infringement, challenge or claim. We will take 

the action we consider appropriate with respect to such challenges and claims and we will have the 

sole right to handle disputes concerning the Marks or the System. You must fully cooperate with us in 

these matters. Under the terms of the Franchise License Agreement, you appoint us as your exclusive 

attorney-in-fact, to defend and/or settle all disputes of this type. You must sign any documents we 

believe are necessary to obtain protection for the Marks and the System and assign to us any claims 

you may have related to these matters. Our decision as to the prosecution, defense and settlement of 

the dispute will be final. All recoveries made as a result of disputes with third parties regarding the 

System or the Marks will be for our account. 

You must operate under and prominently display the Marks in your hotel. You may not adopt any 

other names in operating your hotel that we do not approve. You also may not use any of the Marks, 

or the words “Hampton”, “Hampton Inn, ” “Hampton Inn & Suites” or any similar word(s) or acronyms: 

(a) in your corporate, partnership, business or trade name except as we provide in the Franchise 

License Agreement or the Manual; (b) any Internet-related name (including a domain name), except 

as we provide in the Franchise License Agreement or in the Manual; or (c) any business operated 

separate from your hotel, including the name or identity of developments adjacent to or associated 

with your hotel. Any unauthorized use of the Marks will be an infringement of our rights and a material 

breach of the Franchise License Agreement. 

Agreements, Proceedings, Litigation and Infringing Uses 

There are no agreements currently in effect which significantly limit our rights to use or license the use 

of these Marks in any material manner. There are no infringements actually known to us that could 

materially affect your use of the Marks. There are no effective determinations of the United States 

Patent and Trademark Office, the Trademark Trial and Appeal Board or the trademark administrator 

of any state or any court in the United States involving our Marks. There is no pending material 

litigation or pending infringement, opposition or cancellation proceedings in the United States that 

could materially affect the use of our principal Marks. All required affidavits and renewals have been 

filed. 

ITEM 14 

PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 

Our license from our affiliate HLT Domestic IP LLC includes a license to all the intellectual property 

rights relating to the Hampton Inn and Hampton Inn & Suites brands in the US. You may use this 

intellectual property only in connection with the System and only in the manner we designate, as set 

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out in the Franchise License Agreement and the Standards. The Franchise License Agreement does 

not grant you the right to use any other intellectual property owned by our affiliate HLT Domestic IP 

LLC. 

U.S. Patent No. D501194 S was issued on January 25, 2005 and has also been assigned to HLT 

Domestic IP LLC and licensed to us. This design patent describes the design of the Hampton Clock 

Radio, which is being used in every Hampton guest room. Features of the clock radio design 

described in the patent application include large buttons with Hampton graphics/images on the top of 

the clock radio that may be preset to various radio stations for simplified use by the guest; simplified 

alarm setting procedure with three step instructions written on the top of the clock radio; time set 

buttons on the back of the clock radio to discourage guests from changing the time that appears on 

the clock radio; daylight savings time “on/off” switch to simplify process of changing the time; clock 

time display and alarm time display automatically and simultaneously visible on the LCD display; and 

automatic shut off of music after 90 minutes. 

US Patent. No. USD602282S was issued to HLT Domestic IP LLC on October 20, 2009 and licensed 

to us. The design patent describes Hilton’s Window Wall Furniture System currently being used in 

some Hampton Inns and Hampton Inn & Suites guest rooms. 

HLT Domestic IP LLC’s and our rights to use or license these patents are not materially limited by any 

agreement or known infringing use. 

We will have the sole right and responsibility to handle disputes with third parties concerning the 

patents. The protection of the patents and their distinguishing characteristics are important to all of us. 

For this reason, you must immediately notify us of any infringement or challenge to our use of the 

patents. You may not communicate with any other person regarding any such infringement, challenge 

or claim. We will take the action we consider appropriate with respect to such challenges and claims 

and only we will have the sole right to handle disputes concerning the patents. You must fully 

cooperate with us in these matters. Under the terms of the Franchise License Agreement, you appoint 

us as your exclusive attorney-in-fact, to defend and/or settle all disputes of this type. You must sign 

any documents we believe are necessary to obtain protection for the patents and assign to us any 

claims you may have related to these matters. Our decision as to the prosecution, defense and 

settlement of the dispute will be final. All recoveries made as a result of disputes with third parties 

regarding the System or the Marks will be for our account. You must also agree not to contest our or 

HLT Domestic IP LLC’s interest in these patents or our other trade secrets. 

HLT Domestic IP LLC owns the copyrights for building plans. The building plans for Hampton Inn 

hotels were registered with the United States Copyright Office on May 9, 1984 under registration 

numbers VA 60634 and VA 60635. These copyrights expire on December 31, 2059 and are not 

renewable. The Hampton Inn & Suites building plans were registered at the United States Copyright 

Office on May 9, 1994 under registration number VAU 313-183. This copyright expires on December 

31, 2069 and is not renewable. We have the right to use, and grant our licensees rights to use, these 

copyrighted plans to construct Hampton Inn and Hampton Inn & Suites hotels. 

HLT Domestic IP LLC’s proprietary information, which has been licensed to us, consists of the Manual 

and all other information or materials concerning the methods, techniques, plans, specifications, 

procedures, information, systems and knowledge of and experience in the development, operation, 

marketing and licensing of the System (the “Proprietary Information”). You must treat the Proprietary 

Information as confidential. You must adopt and implement all reasonable procedures we may 

periodically establish to prevent unauthorized use or disclosure of the Proprietary Information, 

including restrictions on disclosure to your employees and the use of non-disclosure and non- 

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competition clauses in agreements with your employees, agents and independent contractors who 

have access to the Proprietary Information. 

The Standards, as compiled in the Manual or set out in the Franchise License Agreement or 

otherwise, set forth our requirements and recommended practices and procedures regarding the 

specifications, requirements, criteria, and policies for design, construction, renovation, refurbishment, 

appearance, equipping, furnishing, supplying, opening, operating, maintaining, marketing, services, 

service levels, quality, and quality assurance of System hotel and inn operations and for hotel 

identification, advertising and accounting. (See Item 11) Although neither we, nor HLT Domestic IP 

LLC, nor any predecessor of either of us, have filed an application for a copyright registration for the 

Manual, we and HLT Domestic IP LLC claim copyrights, and the information is Proprietary 

Information. You must comply with our requirements concerning confidentiality of the Manual. You 

may not copy or distribute any part of the Manual to anyone who is not affiliated with the System. You 

must also promptly tell us, in writing, when you learn of any unauthorized use of our Proprietary 

Information. We will respond as we think appropriate. We are not, however, obligated to participate in 

your defense or indemnify you for damages or expenses if you are a party to a proceeding involving 

the copyright on the Manual. Items 11 and 15 of this Disclosure Document further describe the 

limitations on the use of the Manual by you and your employees. 

Likewise, although neither HLT Domestic IP LLC nor any predecessor has filed an application for 

copyright registration for the Hilton OnQ software, which includes OnQ (formerly System 21) and 

other Hilton Systems (namely the Revenue and Customer Relationship Management Systems), HLT 

Domestic IP LLC claims copyrights and the information is Proprietary Information. You may not copy 

or distribute any of the Hilton OnQ software, and you must notify us of any unauthorized use of the 

Hilton OnQ software. 

There are no agreements currently in effect which significantly limit your right to use any of HLT 

Domestic IP LLC’s registered or claimed copyrighted materials. Also, there are no currently effective 

determinations of the U.S. Patent and Trademark Office, Copyright Office (Library of Congress) or any 

court pertaining to or affecting any of HLT Domestic IP LLC’s registered or claimed copyrights 

discussed above. Finally, as of the issuance date of this Disclosure Document, we are not aware of 

any infringing uses of or superior prior rights to any of HLT Domestic IP LLC’s registered or claimed 

copyrights which could materially affect your use of them in the state in which the licensed Hampton 

Inn or Hampton Inn & Suites hotel will be located. 

If it becomes advisable at any time in our sole discretion to modify or discontinue the use of any 

current or future copyright and/or the use of one or more additional or substitute copyrights, you must 

comply with our instructions. We are not obligated to reimburse you for any costs, expenses or 

damages. 

Although the patents and copyrights described above are held by HLT Domestic IP LLC, they may 

from time to time be transferred to another affiliate for administrative purposes, and we will continue to 

have a license to use them in connection with the System in our franchise business. 

Your and our obligations to protect your rights to use our copyrights are the same as the obligations 

for the Marks described in Item 13 of this Disclosure Document. 

All information we obtain from you or about your hotel or its guests or prospective guests under the 

Franchise License Agreement or any related agreement (including agreements relating to the 

computerized reservation, revenue management, property management, and other system(s) we 

provide or require), or otherwise related to your hotel (the “Information”), and all revenues we derive 

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from the Information will be our property. You may use information that you acquire from third parties 

in operating your hotel, such as customer data, at any time during or after the License Term to the 

extent lawful and at your sole risk and responsibility, but only in connection with operating your hotel. 

The Information (except for Information you provide to us or Hilton Worldwide with respect to yourself 

and your affiliates (if any), including your or your affiliates’ respective officers, directors, shareholders, 

partners or members) will become our Proprietary Information which we may use for any reason as 

we consider necessary or appropriate, in our judgment, including making financial performance 

representations in our Franchise Disclosure Document. You must abide by all applicable laws 

pertaining to the privacy and security of personal information, including, without limitation, local, 

regional and national requirements applicable to your hotel (“Privacy Laws”). In addition, you must 

comply with our standards and policies pertaining to the privacy and security of personal information, 

customer relationships and Privacy Laws. 

ITEM 15 

OBLIGATION TO PARTICIPATE 

IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS 

As the licensee, whether you are an individual, corporation, limited liability company, partnership or 

other entity, you are at all times responsible for the management of your hotel’s business. You may 

fulfill this responsibility only by providing (i) qualified and experienced management satisfactory to us, 

which may be a third party management company (the “Management Company”), and (ii) a general 

manager (the “General Manager”), satisfactory to us (collectively, the “Management”), which we have 

approved in writing. However, you may not enter into any lease, management agreement or other 

similar arrangement for the operation of your hotel or any part of your hotel with any person or entity 

without first obtaining our written consent. To be approved by us as the operator of the hotel, we must 

consider you, any proposed Management Company and any proposed General Manager to be 

qualified to manage the hotel. We may refuse to approve you, any proposed Management Company 

or any proposed General Manager which, in our reasonable business judgment, is inexperienced or 

unqualified in managerial skills or operating capacity or capability, or is unable to adhere fully to the 

obligations and requirements of the Franchise License Agreement. We reserve the right to not 

approve a Competitor (defined below), or any entity that is the exclusive manager for a Competitor 

through itself or an affiliate, to manage your hotel. If your Management Company becomes a 

Competitor, or if in our sole judgment your Management Company or General Manager becomes 

unsuitable to manage your hotel, you will have 90 days to retain a qualified substitute Management 

Company or General Manager that we approve. 

A "Competitor" means any individual or entity that at any time during the license term, whether directly 

or through an affiliate, owns in whole or in part, or is the licensor or franchisor of, a Competing Brand, 

irrespective of the number of hotels owned, licensed or franchised by the Competitor under such 

brand name. A Competitor does not include an individual or entity that: (i) is a franchisee of a 

Competing Brand; (ii) manages a Competing Brand hotel, so long as the individual or entity is not the 

exclusive manager of the Competing Brand; or (iii) owns a minority interest in a Competing Brand, so 

long as neither that individual or entity nor any of its affiliates is an officer, director, or employee of the 

Competing Grand, or exercises, or has the right to exercise, control over the business decisions of the 

Competing Brand. A “Competing Brand” means a hotel brand or trade name that, in our sole business 

judgment, competes with the System or any Network Hotel. 

Any Management Company or General Manager must have the authority to perform all of your 

obligations under the Franchise License Agreement, including all indemnity and insurance obligations. 

After we approve the Management Company, we must then approve the individual who will serve as 

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your General Manager. We require the General Manager and other personnel, such as your Director 

of Sales, to attend our training programs. (See Item 11). 

We may determine that you are not qualified to operate the hotel, and if so, we will require you to 

retain a Management Company to operate the hotel. Normally, we do not require that you engage us 

as the Management Company in order to obtain a license. Occasionally, because of the distribution 

of company-managed hotels in a particular geographic area, or other factors, we may determine that 

the development of a new hotel is appropriate only if we manage the hotel. In that case, we may 

condition the granting of a license on our managing the hotel. 

We do not require you or your manager to sign an agreement not to compete with us after termination 

of the Franchise License Agreement. However, you may not engage, directly or indirectly, in any 

cross-marketing or cross-promotion of your hotel with any other hotel, motel or related business 

without our prior written consent, except for System Hotels or Network Hotels. You must not copy or 

disclose any confidential or proprietary materials. 

After a review of the financial information submitted with your Application and the proposed ownership 

of the hotel and real property, we determine guarantee requirements. Each required guarantor, which 

may include the spouse of a participant in the franchise, must sign a Guarantee, by which the 

guarantor assumes and agrees to discharge certain of the licensee's obligations under the Franchise 

License Agreement. In addition, we may require you to provide a Guarantee from a third party 

acceptable to us as a condition to our issuing a lender comfort letter for a loan related to the hotel or 

as a condition to our consent to certain kinds of loans you or your principals may obtain. Such loans 

may include those in which the hotel loan will be cross-collateralized and/or cross-defaulted with 

loans to other hotels or loans secured by the hotel that are not for the direct benefit of the hotel. If we 

send you a written notice of default, we may also require you to provide a Guarantee from a third 

party acceptable to us covering all of your obligations under the Franchise License Agreement. A 

copy of the Guarantee is attached as Exhibit E. 

We do not require that your manager have an equity interest in your business. 

ITEM 16 

RESTRICTIONS ON WHAT THE LICENSEE MAY SELL 

We do not impose any restrictions as to the customers to whom you may sell goods or services. In 

general, you must comply with our requirements as to the types and levels of services, amenities and 

products that either must or may be used, promoted or offered at or in connection with the hotel. You 

must comply with our requirements regarding supplies (defined in Item 6), including our specifications 

for all supplies and our policies regarding suppliers from whom you purchase supplies. High 

standards are the essence of the System we license to you. 

You must operate your hotel 24 hours a day every day, except as we may otherwise permit based on 

special circumstances. You must operate, furnish, maintain and equip your hotel in a clean, safe and 

orderly manner and in first-class condition in accordance with the provisions of the Franchise License 

Agreement and the Standards, and in compliance with all applicable local, state, and federal laws, 

customs and regulations, including maintaining and conducting your business in accordance with 

sound business and financial practices. You must adopt, use and comply with the Standards, and 

keep your Manual current at all times. You must also provide efficient, courteous and high-quality 

service to the public. 

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You may not make any change in the number of approved guest rooms set forth in the Rider to your 

Franchise License Agreement or any other significant change (including major changes in structure, 

design or decor) in the hotel without our prior written approval. Minor redecoration and minor 

structural changes that comply with our standards and specifications will not be considered significant. 

We may periodically require you to modernize, rehabilitate and/or upgrade your hotel’s fixtures, 

equipment, furnishings, furniture, signs, computer hardware and software and related equipment, 

supplies and other items to meet the then current standards and specifications specified in the 

Manual. These standards will benefit the System as a whole. You must make these changes at your 

sole cost and expense. You must also maintain acceptable product quality ratings at your hotel and 

maintain the hotel in accordance with the Standards. We may make limited exceptions from some of 

those standards based on local conditions or special circumstances but we are not required to do so. 

There is no limit on our right to make changes to the System. We make changes to the System based 

on our assessment of the long-term best interests of hotels using the System, considering the interest 

of the System overall. You must comply with all changes we adopt. We may require that you 

purchase particular models or brands of merchandise for resale to be sold from the hotel from us or 

from a source we designate (see Item 8). 

You must participate in and use the required reservation services (the “Reservation Service”), 

including any additions, enhancements, supplements or variants which we or the Entities develop or 

adopt. You must honor and give first priority on available rooms to all confirmed reservations referred 

to your hotel through the Reservation Service. The Reservation Service is the only reservation service 

or system you may use for outgoing reservations referred by or from your hotel to other hotels or other 

reservation services we or the Entities designate. 

You must refer guests and customers, wherever reasonably possible, only to System Hotels and (if 

and as we direct) any other hotel systems owned, managed or licensed by us and/or the Entities 

(each, a “Network Hotel”). However, we can require you to participate in programs designed to refer 

prospective customers to other hotels, whether in the System or otherwise. You must also display all 

material, including brochures and promotional material we provide to System Hotels and Network 

Hotels; and allow advertising and promotion only of System Hotels and Network Hotels on your hotel 

premises. 

You must participate in, and pay all charges related to, all guest frequency programs we or Hilton 

Worldwide require, including the Hilton HHonors Worldwide guest reward programs or any successor 

programs. You must also honor the terms of any discount or promotional programs (including any 

frequent guest program) that we or Hilton Worldwide offer to the public on your behalf, any room rate 

quoted to any guest at the time the guest makes an advance reservation, and any award guest 

certificates issued to hotel guests participating in these programs. 

International Business Machines Corporation (IBM) and Hilton Worldwide have negotiated an 

agreement to be used when Hilton Worldwide’s owned and/or managed properties provide IBM with 

meeting services (the “Base Agreement,” which will include an applicable Statement of Work or SOW 

(as defined in the Base Agreement). (Because of the confidential and proprietary nature of the Base 

Agreement, it is not attached to this Disclosure Document, but may be reviewed on a secure website. 

Please contact your Hilton Worldwide franchise developer to request information on how to access 

this secure website. You may also request us to provide you with a paper copy of the Base 

Agreement.) 

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We are currently offering you the opportunity to participate in this program with IBM. The program is 

entirely voluntary. If you decide to participate in the IBM program, IBM will provide you with the 

specific Statement of Work applicable to the event for which you may contract as part of its proposal 

for the specific event. The Statement of Work will contain IBM's then-current general terms and its 

proposed specific terms, including pricing, for the event. You will then have the option to either agree 

or refuse to contract with IBM for the proposed event. If you sign the Statement of Work for such 

event, you agree to be bound by the Statement of Work applicable to your event and the then-current 

Base Agreement. 

It will be a default under the Franchise License Agreement if you materially breach the Base 

Agreement or any Statement of Work that you have agreed to. However, it will not be a default under 

the Franchise License Agreement or Base Agreement for you to decline to contract with IBM for any 

proposed event and the Statement of Work for that event. 

From time to time we adopt programs whereby our Systems and the systems of our affiliates, promote 

each other. Currently, under a program we refer to as “cross-selling,” if a customer calls our 

Reservations Service Center and we are unable to find suitable accommodations in any hotel in the 

System (and the customer would otherwise terminate the phone call), we will try to find suitable 

accommodations with System hotels (or that of our affiliate). We may implement a common platform 

for the reservation programs of our various hotel systems, so that we can cross-sell the hotels of all 

our systems (and those of our affiliates). 

We may require you to offer amenities such as restaurants, lounges, recreational facilities (pool, 

whirlpool, exercise room, sauna, etc.), parking facilities, meeting and function space, gift shop and 

other concessions. The types and quality of the products and services that supplement the above 

amenities must also comply with our requirements. 

You may not conduct or permit gaming or casino operations in the hotel or on the hotel premises 

without our express written prior permission, which we may withhold at our sole discretion. 

Except as described in the following sentence, you may not conduct or permit the sale of timeshares, 

vacation ownership, fractional ownership, condominiums, or like schemes at or adjacent to your hotel 

without our written permission, you may do so only as we permit and we may withhold permission at 

our sole discretion. You may conduct timeshare or condominium sales or marketing at any property 

that you own or lease which is located adjacent to the hotel so long as you do not use any of the 

Marks in these sales efforts and you do not use the hotel or its facilities in these timeshare or 

condominium sales, marketing efforts or business operations. 

You may not share the business operations and your hotel facilities with any other hotel, inn, 

conference center, lodging facility or similar business without our express permission, which we may 

withhold for any reason. You are not allowed to engage in any tenant-in-common syndication or 

transfer of any tenant-in-common interest in the hotel or the hotel site, other than a Transfer that is 

otherwise a Permitted Transfer, without our express permission, which we may withhold for any 

reason. If we permit you to share your business operation or engage in a tenant-in-common 

syndication or transfer, you must comply with any terms that we require as a condition to our 

approval. 

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ITEM 17 

RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION 

This table lists certain important provisions of the Franchise License Agreement and related 

agreements pertaining to renewal, termination, transfer and dispute resolution. You should 

read these provisions in the agreements attached to this Disclosure Document. See Exhibits D 

and G. 

THE FRANCHISE RELATIONSHIP 

Provision 

a. Length of the franchise 

term of the franchise 

Section in Franchise 

License Agreement 

and HITS Agreement 

(Note 1) 

FLA 13, Rider 

Summary 

New Development: 22 years from the date your 

Application is approved. 

Conversion of existing hotel to Licensed Brand: term 

varies. Ranges from 10 to 20 years from either the date 

we authorize hotel to open under the Licensed Brand or 

the date your Application is approved, determined in our 

sole discretion, or such other franchise term as we may 

approve. 

Re-licensing on expiration of Franchise License 

Agreement: term varies. Term of new Franchise License 

Agreement usually ranges from 5 to 10 years from a date 

we approve, depending on factors such as age and 

physical condition of hotel, design obsolescence, the 

hotel’s performance, market factors, etc. 

Change of Ownership: term varies. Term of new 

Franchise License Agreement is for remaining term of 

existing franchise agreement or for a term we may 

approve, depending on factors listed above. 

Other Re-licensing: term varies. We may agree to Relicense 

before your Franchise License Agreement 

expires, for example for a mortgage refinancing or if you 

want to make substantial renovations during last few 

years of term, but we have no obligation to do this. Term 

of new Franchise License Agreement usually ranges 

from 5 to 10 years from a date we approve, depending 

on factors listed above. 

If we agree to a Change of Ownership, we may require 

you to sign our then-current Voluntary Termination 

Agreement (“VTA”), which contains an estoppel and 

general release of any claims against us (See Exhibit L 

for our current standard VTA). The VTA will terminate 

your existing Franchise License Agreement, and you and 

we will sign our then-current Franchise License 

Agreement effective upon the date of the Change of 

Ownership event, provided that all of the conditions to 

our consent to the Change of Ownership have been 

satisfied. 

HITS Agreement §8(f) 3 years 

b. Renewal or Extension Not Applicable Franchise License Agreement is non-renewable. 

of the term HITS Agreement §8(f) The HITS Agreement automatically renews for additional 

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Provision 

c. Requirements for you to 

renew or extend 

d. Termination by you 

e. Termination by us 

without cause 




(Note 1) 


HITS Agreement §8(f) 

FLA 14.d. and e. 

HITS Agreement – 


FLA 12.a. and 12.b. 

Summary 

3 year terms unless we notify you otherwise. 

Franchise License Agreement is non-renewable. If we 

agree to Re-license and a PIP is required, there will be 

specific PIP performance conditions for your hotel that 

you must comply with. If we agree to Re-license, you 

may be asked to sign a contract with materially different 

terms and conditions than your original contract. (See 

Attachment A – Performance Conditions – Re-licensing). 

Renewal is automatic unless we notify you otherwise. 

If you unilaterally terminate the Franchise License 

Agreement without cause, which is not authorized and 

would be a material breach of the Franchise License 

Agreement, then you must pay us, upon our demand, 

Liquidated Damages. In certain circumstances, we 

reserve the right to seek actual damages in lieu of 

Liquidated Damages. (See Item 6 

You must operate under the HITS Agreement as long as 

the Franchise License Agreement is in effect. 

Condemnation. If your hotel is condemned, you must 

give us notice at the earliest possible time. If, in our 

business judgment, the taking is significant enough to 

render the continued operation of the Hotel in 

accordance with System Standards and guest 

expectations impractical, then we may terminate this 

Agreement upon written notice to you. You will take all 

necessary steps to permit us to participate in the 

proceeds of an eminent domain proceeding and/or any 

insurance proceeds applicable to the condemnation. If 

such taking, in our business judgment, does not require 

the termination of the Hotel, then you will make all 

necessary repairs to make the Hotel conform to its 

condition, character and appearance immediately before 

such taking, according to plans and specifications 

approved by us. You will take all measures to ensure 

that the resumption of normal operations at the Hotel is 

not unreasonably delayed. 

Casualty. If your hotel closes due to fire or other 

casualty, you must immediately notify us, repair or 

rebuild the hotel according to our standards, commence 

reconstruction within four months after closing, and 

reopen the hotel for continuous business operations as 

soon as practicable (but in any case within one year after 

closing). We may (in our sole judgment) extend the time 

for commencement of construction and re-opening of the 

hotel. If you or we choose not to reopen the hotel, either 

party can terminate the Franchise License Agreement 

upon notice to the other. You need not pay Liquidated 

Damages unless you operate or own a controlling 

interest in another hotel on the site before on the site 

before (1) the expiration of three years from termination 

or (2) the normal expiration of your Franchise License 

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75

Provision 

f. Termination by us with 

cause 

g. "Cause" defined – 

defaults which can be 

cured 

h. "Cause" defined – noncurable 

defaults 




(Note 1) 

HITS Agreement 

§5(a) 

FLA 14; Attachment 

A 


§5(a) 

FLA 14.a., 

Attachment A 


§5(b) 

FLA 14.b. 

Summary 

Agreement, whichever occurs first, in which case you 

must pay us Liquidated Damages upon demand. (See 

Item 6) (See Item 6). 

We can terminate the HITS Agreement, without cause, if 

the Franchise License Agreement or any other 

agreement that allows you to operate the System Hotel 

terminates. 

Except as described above, we can terminate only if you 

fail to satisfy any obligations under the Franchise 

License Agreement or any attachment to it. 

We can terminate if you default and fail to cure your 

default within 10 days after notice from us. 

We may terminate this Agreement by written notice to 

you at any time before its expiration on any of the 

following grounds: (1) You fail to pay us any sums due 

and owing to us or the Entities under this Agreement 

within the cure period set forth in the notice; (2) You fail 

to comply with any provision of this Agreement, the 

Manual or any System Standard and do not cure that 

default within the cure period set forth in the notice; or (3) 

You do not purchase or maintain insurance required by 

this Agreement or do not reimburse us for our purchase 

of insurance on your behalf. (See Note 2). 

If you fail to pay us or breach any other material 

provision of the HITS Agreement. 

We may immediately terminate this Agreement upon 

notice to you and without any opportunity to cure the 

default if: 

(1) After curing any material breach of this Agreement 

or the Standards, you engage in the same noncompliance 

within any consecutive twenty-four (24) 

month period, whether or not the non-compliance is 

corrected after notice, which pattern of non-compliance 

in and of itself will be deemed material; 

(2) We send you three notices of material default in 

any twelve (12) month period, regardless of whether the 

defaults have been cured; 

(3) You or any Guarantor fail to pay debts as they 

become due or admit in writing your inability to pay your 

debts or you make a general assignment for the benefit 

of your creditors; 

(4) You: (i) file a voluntary petition in bankruptcy or any 

pleading seeking any reorganization, liquidation, or 

dissolution under any law, or you admit or fail to contest 

the material allegations of any such pleading filed 

against you or the Hotel, and the action results in the 

entry of an order for relief against you under the 

Bankruptcy Code, the adjudication of you as insolvent, or 

the abatement of the claims of creditors of you or the 

Hotel under any law; or (ii) have an order entered against 

{000011-999987 00174938.DOC; 2} 


76

Provision 




(Note 1) 

Summary 

you appointing a receiver for the Hotel or a substantial 

part of your or the Hotel’s assets; or (iii) make an 

assignment for the benefit of creditors, or similar 

disposition of the assets of the Hotel; 

(5) You or any Guarantor lose possession or the right 

to possession of all or a significant part of the Hotel or 

Hotel Site, whether through foreclosure, foreclosure of 

any lien, trust deed, or mortgage, loss of lease, or for any 

other reason apart from those described in 

Paragraph 12; 

(6) You fail to operate the Hotel for five (5) 

consecutive days, unless the failure to operate is due to 

fire, flood, earthquake or similar causes beyond your 

control, provided that you have taken reasonable steps 

to minimize the impact of such events; 

(7) You contest in any court or proceeding our 

ownership of the System or any part of the System or the 

validity of any of the Marks; 

(8) You or any Equity Owners with a controlling Equity 

Interest are or have been convicted of a felony or any 

other offense or conduct, if we determine in our business 

judgment it is likely to adversely reflect upon or affect the 

Hotel, the System, us and/or any Entity; 

(9) You conceal revenues, maintain false books and 

records of accounts, submit false reports or information 

to us or otherwise attempt to defraud us; 

(10) You, your Affiliate, or your Guarantor become a 

Competitor without our prior written consent; 

(11) You Transfer any interest in yourself, this 

Agreement, the Hotel or the Hotel Site, other than in 

compliance with Paragraph 11 and its subparts; 

(12) You or a Guarantor become a Specially 

Designated National or Restricted or Blocked Person or 

are owned or controlled by a Specially Designated 

National or Restricted or Blocked Person or fail to 

comply with the provisions of Subparagraph 16.l., 

including a breach of the representations set forth 

therein; 

(13) Information involving you or your Affiliates, whether 

provided by you or obtained through our own 

investigation, discloses facts concerning you or your 

Affiliates, including your or your Affiliates’ respective 

officers, directors, shareholders, partners or members, 

and/or the Hotel, or title to the property over which the 

Hotel is constructed or any other property used by the 

Hotel, including leased commercial space, which, in our 

business judgment, is likely to adversely reflect upon or 

affect in any manner, any gaming licenses or permits 

held by the Entities or the then current stature of any of 

{000011-999987 00174938.DOC; 2} 


77

Provision 

i. Your obligations on 

Termination/nonrenewal 




(Note 1) 


§5(a) 

FLA 14.d., 14.e. and 

14.f., Attachment A 

Summary 

the Entities with any gaming commission, board, or 

similar governmental or regulatory agency, or the 

reputation or business of any of the Entities; 

(14) Any Guarantor breaches its guarantee, or any 

guarantee fails to be a continuing obligation fully 

enforceable against the person(s) signing the guarantee, 

or if there is any inadequacy of the guarantee or 

Guarantor, and the Guarantor fails to provide adequate 

assurances to us as we may request; or 

(15) a threat or danger to public health or safety results 

from the construction, maintenance, or operation of the 

Hotel. 

You have no right to cure once your Franchise License 

Agreement terminates. 

On termination or expiration of the Agreement you will: 

(1) immediately pay all sums due and owing to us or any 

of the Entities, including liquidated damages and any 

expenses incurred by us in obtaining injunctive relief for 

the enforcement of this Agreement; 

(2) immediately cease operating the Hotel as a System 

Hotel and cease using the System; 

(3) immediately cease using the Marks, the Trade Name, 

and any confusingly similar names, marks, trade dress 

systems, insignia, symbols, or other rights, procedures, 

and methods. You will deliver all goods and materials 

containing the Marks to us and we will have the sole and 

exclusive use of any items containing the Marks. You 

will immediately make any specified changes to the 

location as we may reasonably require for this purpose, 

which will include removal of the signs, custom 

decorations, and promotional materials. 

(4) immediately cease representing yourself as then or 

formerly a System Hotel or affiliated with the Licensed 

Brand or the Network; 

(5) immediately return all copies of the Manual and any 

other Proprietary Information to us; 

(6) immediately cancel all assumed name or equivalent 

registrations relating to your use of any Mark, notify the 

telephone company and all listing agencies and directory 

publishers including Internet domain name granting 

authorities, Internet service providers, global distribution 

systems, and web search engines of the termination or 

expiration of your right to use the Marks, the Trade 

Name, and any telephone number, any classified or 

other telephone directory listings, Internet domain 

names, uniform resource locators, website names, 

electronic mail addresses and search engine metatags 

and keywords associated with the Hotel, and authorize 

their transfer to us; and 

{000011-999987 00174938.DOC; 2} 


78

Provision 

j. Assignment of contract 

by us 

k. "Transfer" by you – 

definition 

l. Our approval of transfer 

by licensee 




(Note 1) 


§5(c) 

FLA 11.a. 

HITS Agreement §22 

FLA Definitions 11.b. 



FLA 11.b. 


Summary 

(7) irrevocably assign and transfer to us (or to our 

designee) all of your right, title and interest in any 

domain name listings and registrations that contain any 

reference to our Marks, System, Network or Licensed 

Brand; notify the applicable domain name registrars of 

the termination of your right to use any domain name or 

Sites associated with the Marks or the Licensed Brand; 

and authorize and instruct the cancellation of the domain 

name, or transfer of the domain name to us (or our 

designee), as we specify. You will also delete all 

references to our Marks, System, Network or Licensed 

Brand from any Sites you own, maintain or operate 

beyond the expiration or termination of this Agreement. 

You must stop using our software and related 

documents, return all copies to us, and certify to us that 

you have done so. 

There are no restrictions on our right to assign or 

transfer, except that the assignee must assume our 

obligations. 

We have the right to assign our obligations, and we have 

the right to assign the HITS Agreement as long as the 

assignee agrees to assume our obligations. 

Any sale, lease, assignment, spin-off, transfer, or other 

conveyance of a direct or indirect legal or beneficial 

interest, including a transfer of an interest in the hotel, 

the Franchise License Agreement, the site on which the 

hotel is located or any direct or indirect Equity Interest 

(as defined in the Franchise License Agreement) 

Any attempt on your part to transfer or assign any of your 

rights or obligations under the HITS Agreement would be 

considered a “transfer” by you. 

The following Transfers will be permitted, without giving 

us notice or receiving our consent, as long as they meet 

the stated requirements. 

(a) An Equity Interest that is not publicly traded may be 

Transferred without notice to us and without our consent, 

if after the transaction: (i) less than twenty-five percent 

(25%) of the Equity Interest in the Licensee (excluding 

any Transfer under Subparagraph 11.b.(1)(b) below) will 

have changed hands since the Effective Date of this 

Agreement; and (ii) any such Transfer will not result in a 

change of Control of the Licensee, the Hotel or the Hotel 

Site. 

(b) A Publicly Traded Equity Interest may be Transferred 

without notice to us and without our consent if the 

Transfer does not result in a change in Control of the 

Licensee, the Hotel or the Hotel Site. 

We require notice of other types of transfers and an 

opportunity to review and consent to them. 

We have the right to approve all transfers. 

{000011-999987 00174938.DOC; 2} 


79

Provision 

m. Conditions for our 

approval of transfer. 




(Note 1) 

FLA 11.b.(2)-(7) 

Summary 

Change of Ownership. Any proposed Transfer that is 

not described in Subparagraph 11.b.(1), 11.b.(2), or 

11.b.(5) of the Franchise License Agreement is a 

Change of Ownership Transfer. You must give us at 

least sixty (60) days advance written notice of any 

proposed Change of Ownership Transfer, including the 

identity and contact information for any proposed 

Transferee Licensee or transferee Equity Owner(s) and 

any other information we may in our business judgment 

require in order to review and consent to the Transfer. 

The Transferee Licensee must submit to us a Change of 

Ownership Application accompanied by payment of our 

then prevailing development services fee. If you are 

remaining as Licensee, with a change of Control, you or 

the transferee Equity Owner(s) must submit the Change 

of Ownership Application and pay the fee. We may also 

require you or the Transferee Licensee to pay the then 

prevailing PIP Fee for us to determine the renovation 

requirements for the Hotel. If we approve the Change of 

Ownership Transfer, we may require you (if there is no 

Transferee Licensee), or the Transferee Licensee to pay 

any other applicable fees and charges we then impose 

for new Licensed Brand franchise licenses. 

We will process the Change of Ownership Application in 

accordance with our then current procedures, including 

review of criteria and requirements regarding upgrading 

of the Hotel, credit, background investigation, operations 

abilities and capabilities, prior business dealings, market 

feasibility, guarantees, and other factors we consider 

relevant in our business judgment. We will have sixty 

(60) days from our receipt of the completed and signed 

application to consent or withhold our consent to the 

transferee Equity Owner(s), the Transferee Licensee 

and/or Change of Ownership Transfer 

Our consent to the Change of Ownership Transfer is 

subject to the following conditions, all of which must be 

satisfied at or prior to the date of closing the Transfer 

(“Closing”): 

(a) You are not in default of this Agreement or any 

related agreement; 

(b) We must receive, at or before Closing, payment of 

all amounts due to us or the Entities through the date of 

Closing, along with your written agreement to promptly 

pay any amounts that may become due after Closing 

related to your operation of the Hotel prior to Closing; 

(c) You, the Transferee Licensee and/or transferee 

Equity Owner(s) must submit to us all information related 

to the Transfer that we, in our business judgment, 

require, including, but not limited to: (i) copies of any 

Transfer agreements; (ii) copies of organizational 

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80

Provision 




(Note 1) 

Summary 

documents; (iii) identity and description of the proposed 

ownership; and (iv) financial statements and business 

information for all participants in the proposed Transfer; 

(d) You must, if we so request, execute our then-current 

standard form of voluntary termination agreement, 

(“VTA”) which may include an estoppel and general 

release, covering termination of the Agreement; Our 

current form VTA is Exhibit L. We make minor 

modifications of the standard VTA depending on the 

circumstances of the Change of Ownership. (You must 

also sign our standard estoppel and general release in 

other circumstances during the term of the Franchise 

License Agreement, including requests for a "lender 

comfort letter", Permitted Transfers (see below), and 

amendments to the Franchise License Agreement.) 

(e) You resolve to our satisfaction, or provide adequate 

security (including security for your continuing indemnity 

obligations) for, any suit, action, or proceeding pending 

or threatened against you or us with respect to the Hotel, 

which may result in liability to us, including outstanding 

accounts payable to third parties; and 

We may withhold our consent to any proposed Change 

of Ownership Transfer if: (i) any of the above conditions 

are not met to our satisfaction; (ii) you, the Transferee 

Licensee or transferee Equity Owner(s) do not provide 

us with information we, in our business judgment, 

require, in order to review and consent to the Transfer; 

(iii) you (if there is no Transferee Licensee) or, if 

applicable, the Transferee Licensee does not agree to 

execute a new franchise license agreement with us 

(“New License”), which will be on our then current form 

for the grant of new franchise licenses, contain our then 

current license terms, and contain upgrading and other 

requirements, if any, that we impose; (iv) any required 

Guarantor fails to execute our then-standard form of 

guarantee of franchise license agreement; (v) you (if 

there is no Transferee Licensee) or, if applicable, the 

Transferee Licensee fails to provide evidence that 

insurance coverage, as required by the New License, will 

be effective by the date of Closing; or (vi) the Transferee 

Licensee or a transferee Equity Owner is a Specially 

Designated National, or Restricted or Blocked Person 

(as defined in Subparagraph 16.l.) or a Competitor, or 

otherwise fails to meet our then-current criteria for new 

licensees or Equity Owners. 

Permitted Transfers. We will permit the following types 

of Transfers (“Permitted Transfers”), on the conditions 

stated in the Franchise License Agreement, so long as 

(a) the proposed transferee is not a Specially Designated 

National or Restricted or Blocked Person (as defined in 

Subparagraph 16.l.) or a Competitor and (b) you or, if 

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81

Provision 




(Note 1) 

Summary 

applicable, the transferring Affiliate or Equity Owner: (i) 

give us sixty (60) days advance written notice of the 

proposed Transfer (including the identity and contact 

information for any proposed transferee and any other 

information we may in our business judgment require in 

order to review the proposed Transfer and verify 

compliance with this Paragraph 11; (ii) are not in default 

under this Agreement or any related agreement; (iii) pay 

to us a nonrefundable processing fee of Five Thousand 

Dollars ($5,000) with the Transfer request; (iv) follow our 

then-current procedure for processing Permitted 

Transfers; and (v) execute any documents required by 

the procedure for processing Permitted Transfers, which 

may include an estoppel and general release of claims 

that you or the Equity Owner may have against us, the 

Entities, and related persons. 

Permitted Transfers Include Affiliate Transfers, Transfers 

to Family Member or Trust; Transfers Upon Death, 

Bricks and Mortar Transfers, and Transfers of Privately 

Held Equity Interests: 25% or Greater Change where 

there is no Change of Control. See Subparagraph 

11.b.(2) for additional conditions for each of these 

Permitted Transfers. 

Public Offering. Our prior approval of documentation 

and payment of $5,000 processing fee and our other 

costs required. (See Franchise License Agreement for 

other requirements). 

Other Transactions 

(a) Mortgages and Pledges to Lending Institutions. 

You or an Equity Owner may mortgage or pledge the 

Hotel or an Equity Interest to a lender that finances the 

acquisition, development or operation of the Hotel, 

without notifying us or obtaining our consent, provided 

that (i) you or the applicable Equity Owner are the sole 

borrower, and (ii) the loan is not secured by any other 

hotels or other collateral. You must notify us of any other 

proposed mortgage or pledge, including any collateral 

assignment of this Agreement, and obtain our consent, 

which we may withhold in our business judgment. We 

will evaluate the proposed mortgage or pledge according 

to our then-current procedure and standards for 

processing such requests. As a condition to our consent, 

we may require, among other things, that you (and/or the 

Equity Owner) and the lender execute a “lender comfort 

letter” agreement in a form satisfactory to us that 

describes our requirements on foreclosure, and may 

include an estoppel and general release of claims that 

you or the Equity Owner may have against us, the 

Entities, and related persons. We may charge a fee for 

our review of a proposed mortgage or pledge and for the 

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82

Provision 




(Note 1) 


n. Our right of first refusal Not Applicable 

to acquire your HITS Agreement – 

business 


o. Our option to purchase Not Applicable 

your business HITS Agreement – 


p. Your death or disability FLA 11.b.(2)(c) 

q. Non-competition 

covenants during the 

term of this franchise 



FLA Definitions 

6.a.(15) 



r. Non-competition Not Applicable 

Summary 

processing of a lender comfort letter. 

(b) Commercial Leases. You may lease or sublease 

commercial space in the Hotel, or enter into concession 

arrangements for operations in connection with the 

Hotel, in the ordinary course of business, subject to our 

right to review and approve the nature of the proposed 

business and the proposed brand and concept, all in 

keeping with our then current Standards for System 

Hotels. 

Transfers to a Restricted Person or Competitor Not 

Permitted. You may not assign or transfer the Franchise 

License Agreement or an interest in it to a “Restricted 

Person” (defined in Section 16.l of the Franchise License 

Agreement) or any entity owned or controlled by a 

Restricted Person or to a Competitor as defined in the 

Franchise License Agreement. 

We will only give our approval if transfer of the HITS 

Agreement is part of a transfer of your Franchise License 

Agreement in a transaction we approve. 

Upon the death of a Licensee or Equity Owner who is a 

natural person, this Agreement or the Equity Interest of 

the deceased Equity Owner may Transfer in accordance 

with such person’s will or, if such person dies intestate, 

in accordance with laws of intestacy governing the 

distribution of such person’s estate without our consent, 

provided that: (i) the Transfer Upon Death is to an 

immediate family member or to a legal entity formed by 

such family member(s); and (ii) within one (1) year after 

the death, such family member(s) or entity meet all of our 

then current requirements for an approved applicant and 

the Transfer otherwise satisfies the conditions in 

Subparagraph 11.b.(2). 

You or an Affiliate of yours may not own, indirectly or 

directly, or be a licensor or owner of a hotel brand that 

competes with the System, a System Hotel or Network 

Hotel in our judgment. You may own a minority interest 

in a Competitor under certain circumstances, and you 

may be a licensee of a Competitor, or manage a property 

of a Competitor. 

{000011-999987 00174938.DOC; 2} 


83

Provision 

covenants after the 

franchise is terminated 

or expires 

s. Modification of the 

agreement 




(Note 1) 



FLA 16.d. 

Summary 

No oral modifications generally, but we can change the 

Standards, the Manual and other materials. 

t. Integration/merger 

clause 


FLA 16.d. 


u. Dispute resolution by Not Applicable 

arbitration or mediation HITS Agreement – 


v. Choice of forum FLA 16.b. 

w. Choice of law 


FLA 16.b. 


No additions or modifications to the Agreement unless in 

writing and signed by all parties. 

Only the terms of the Franchise License Agreement, the 

License Application, the Guarantee and any other related 

agreements signed by the parties are enforceable 

(subject to state law). Any other promises may not be 

enforceable. Our integration/merger clause does not 

disclaim the representations in this Disclosure 

Document. 

Only the terms of the Agreement are binding (subject to 

state law). Any other promises may not be enforceable. 

Federal court (or state court if no federal jurisdiction) in 

Fairfax County, Virginia, except we may sue you where 

the Hotel is located. If venue choice not honored by 

court, then New York, New York, subject to state law. 

Same as for Franchise License Agreement. 

New York law applies, except for issues under U.S. 

Trademark Act, subject to state law. 

Same as for Franchise License Agreement. 

Note 1 – OnQ. An integral element of the System we license to you is OnQ, Hilton Worldwide’s 

proprietary computerized business system which has or may in the future have the capability of 

providing support to you in accessing and/or using our reservation service, performance support or 

training, operations and management performance. You must enter into and comply with the terms 

and conditions of both the HITS Agreement and our Franchise License Agreement when utilizing 

equipment and software to use and access OnQ. Any references to the HITS Agreement in this 

column are preceded by "OnQ." 

Note 2 – Suspension/Interim Remedies by Us If you are in default of the Franchise License 

Agreement, we may elect to postpone termination and impose an Interim Remedy, including the 

suspension of our obligations under the Agreement and/or our or the Entities’ obligations under any 

other of Your Agreements: 

(1) We may suspend the Hotel from the Reservation Service and any reservation and/or 

website services provided through or by us. We may remove the listing of the Hotel from any 

directories or advertising we publish. If we suspend the Hotel from the Reservation Service, we may 

divert reservations previously made for the Hotel to other System Hotels or Network Hotels. 

{000011-999987 00174938.DOC; 2} 


84

(2) We may disable all or any part of the software provided to you under Your Agreements 

and/or may suspend any one or more of the information technology and/or network services that we 

provide or support under Your Agreements. 

(3) We may charge you for costs related to suspending or disabling your right to use any 

software systems or technology we provided to you, together with intervention or administration fees 

as set forth in the Standards after the date of our notice of default. 

(4) You agree that our exercise of the right to elect Interim Remedies will not result in 

actual or constructive termination or abandonment of this Agreement and that our decision to elect 

Interim Remedies is in addition to, and apart from, any other right or remedy we may have in this 

Agreement. If we exercise the right to elect Interim Remedies, the exercise will not be a waiver of any 

breach by you of any term, covenant or condition of this Agreement. You will not be entitled to any 

compensation, including repayment, reimbursement, refund or offsets, for any fees, charges, 

expenses or losses you may directly or indirectly incur by reason of our exercise and/or withdrawal of 

any Interim Remedy 

To the extent the Franchise License Agreement includes provisions that are inconsistent with state 

law (e.g., choice of law, choice of venue, renewal, termination, liquidated damages, general release of 

claims, transfer or covenant not to compete), those provisions will be superseded by the applicable 

state law. See the state addenda in Exhibit D. 

ITEM 18 

PUBLIC FIGURES 

We currently do not use any public figure to promote our licenses. 

ITEM 19 

FINANCIAL PERFORMANCE REPRESENTATIONS 

The FTC’s Franchise Rule permits a franchisor to provide information about the actual or potential 

financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis 

for the information, and if the information is included in the disclosure document. Financial 

performance information that differs from that included in Item 19 may be given only if: (1) a 

franchisor provides the actual records of an existing outlet you are considering buying; or (2) a 

franchisor supplements the information provided in this Item 19, for example, by providing information 

about possible performance at a particular location or under particular circumstances. 

The charts below set forth certain historic performance information for Hampton Inn and Hampton Inn 

& Suites hotels operating in the United States (but not its Territories or Possessions) that were open 

before January 1, 2009 and were in operation on December 31, 2010 (“Mature”) and reported data to 

Smith Travel Research. For 2010, the charts include information on all Mature Hampton Inn and 

Hampton Inn & Suites hotels, except as otherwise indicated. All information presented in the charts is 

for calendar year 2010. 

As of December 31, 2010, there were a total of 1188 Hampton Inn branded hotels operating in the US 

(not including its Territories or Possessions). Of these, 1110 were Mature. 22 of the Mature hotels 

were Company-Managed and 1088 were Franchisee-Managed. 1 Mature Company-Managed hotel 

{000011-999987 00174938.DOC; 2} 


85

and 5 Mature Franchisee-Managed hotels are not included in the charts below, because information 

was not available for them. 

As of December 31, 2010, there were a total of 568 Hampton Inn & Suites branded hotels operating in 

the US (not including its Territories or Possessions). Of these, 430 were Mature. 9 of the Mature 

hotels were Company-Managed and 421 were Franchisee-Managed. 2 Mature Franchisee-Managed 

hotels are not included in the charts below, because information was not available for them. 

Combining Hampton Inn and Hampton Inn & Suites, as of December 31, 2010, there were a total of 

1756 Hampton branded hotels operating in the US (not including its Territories or Possessions). Of 

these, 1540 were Mature. 31 of the Mature hotels were Company-Managed and 1509 were 

Franchisee-Managed. 1 Mature Company-Managed Hotel and 7 Mature Franchisee-Managed hotels 

are not included in the charts below, because information was not available for them. In this Item 19, 

the term “Company-Managed" refers to hotels owned and/or managed by Hilton Worldwide or its 

affiliates, including franchised hotels. “Franchisee-Managed” refers to hotels that are franchised and 

are managed by the franchisee or a non-Hilton Worldwide management company retained by the 

franchisee. 

The following charts show Average Room Rate and Average Occupancy for Mature Hampton Inn and 

Hampton Inn & Suites hotels and the number and percentage of Company-Managed and Franchisee- 

Managed Mature hotels that met or exceeded the average. Average Room Rate and Average 

Occupancy are calculated based on information routinely reported to Hilton Worldwide by individual 

System Hotels. 

Room Rates 

Mature Hampton Inn Hotels 

Average Room Rate of all Mature Hampton Inns hotels 98.33 

Number & Percentage of Mature Company-Managed Hampton Inns hotels which met or 

exceeded Average Room Rate 

Number & Percentage of Mature Franchisee-Managed Hampton Inns hotels which met or 


Source: Hilton Worldwide, Inc. 

Room Rates 

Mature Hampton Inn & Suites 

2010 

6/28.6% 

400/36.9% 

Average Room Rate of all Mature Hampton Inn & Suites hotels 106.76 

Number & Percentage of Mature Company-Managed Hampton Inn & Suites hotels which 

met or exceeded Average Room Rate 

Number & Percentage of Mature Franchisee-Managed Hampton Inn & Suites which met or 



2010 

5/55.6% 

151/36.0% 

{000011-999987 00174938.DOC; 2} 


86

Occupancy 

Mature Hampton Inn and Hampton Inns & Suites 

Average Occupancy of all Mature Hampton Inns and Hampton Inn & Suites hotels 65.0% 

Number & Percentage of Mature Company-Managed Hampton Inns and Hampton Inn & 

Suites hotels which met or exceeded Average Occupancy 

Number & Percentage of Mature Franchisee-Managed Hampton Inns and Hampton Inn & 

Suites hotels which met or exceeded Average Occupancy 


2010 

15/50.0% 

777/51.7% 

The following charts show the Occupancy Index and RevPAR Index for Mature Hampton Inn & 

Hampton Inn & Suites hotels and the number and percentage of Company-Managed and Franchisee- 

Managed Mature hotels that met or exceeded the average. Occupancy Index and RevPAR Index 

calculations are based on competitive set data provided by Smith Travel Research, Inc., an 

independent research firm that provides information to the hotel industry. Smith Travel receives 

information directly from hotel chains or individual hotel properties. We have not audited or 

independently verified the information provided by Smith Travel. The indices presented are relative to 

a competitive set that has been identified for Smith Travel Research by each Mature Company- 

Managed or Franchisee-Managed hotel. They do not represent every hotel or lodging facility in a 

geographic area. Generally, each of Company-Managed or Franchisee-Managed hotels must identify 

at least three competitive hotels. 

The charts for Occupancy Index and RevPAR Index utilize a weighting that involves adjusting the 

competitive set’s rooms available (supply) to equal the room count of the subject property. After each 

competitive set is weighted, the brand performance aggregates are calculated. Smith Travel Research 

refers to this process as “portfolio weighting”. 

Occupancy Index - The Occupancy Index measures a hotel’s occupancy performance relative to an 

aggregated grouping of hotels (competitive set, market, tract, etc.). Occupancy index is designed to 

measure a hotel's share of the segment's demand (demand = rooms sold). An index of 100 

represents a fair share compared to the aggregated group of hotels. An index greater than 100 

represents more than fair share of the aggregated group’s performance. 

The Occupancy Index is calculated as follows: 

(Hotel Occupancy / Comp Set Occupancy) x 100 = Occupancy Index. 

Occupancy Index 

Mature Hampton Inns and Hampton Inns & Suites Hotels 

Average Occupancy Index of all Mature Hampton Inns and Hampton Inn & Suites hotels 110 


Suites hotels which met or exceeded Average Occupancy Index 


Suites hotels which met or exceeded Average Occupancy Index 

Source: Smith Travel Research, Inc. and Hilton Worldwide, Inc. 

2010 

15/50% 

753/50.1% 

{000011-999987 00174938.DOC; 2} 


87

RevPAR Index - The RevPAR Index measures a hotel’s RevPAR (revenue per available room) 

relative to an aggregated grouping of hotels (competitive set, market, tract, etc.). An index of 100 

represents a fair share compared to the aggregated group of hotels. An index greater than 100 

represents more than fair share of the aggregated group’s performance. 

RevPAR Index is calculated as follows: 

(Hotel RevPAR / Comp Set RevPAR) x 100 = RevPAR Index. 

RevPAR Index 

Mature Hampton Inns and Hampton Inns & Suites 

Average RevPAR Index of all Mature Hampton Inns and Hampton Inn & Suites hotels 122.3 


Suites hotels which met or exceeded Average RevPAR Index 


Suites hotels which met or exceeded Average RevPAR Index 

2010 

20/66.7% 

785/52.3% 

Source: Smith Travel Research, Inc. and Hilton Worldwide, Inc. 

The following charts show Average Percentage of HHonors contribution to Occupancy and the 

Average Percentage of Hilton Reservation Service Contribution to Occupancy for Mature Hampton 

Inn and Hampton Inn & Suites hotels and the number and percentage of Company-Managed and 

Franchisee-Managed Mature hotels that met or exceeded the average. 

The Average Percentage of HHonors Contribution to Occupancy is the percentage of occupancy 

derived from dividing the total occupied room/suite nights as reported by Mature Hampton Inn and 

Hampton Inn & Suites hotels to us or to Hilton Worldwide into the number of HHonors-occupied 

room/suite nights for the hotels (defined as room/suite nights during which an HHonors member 

occupies a guest room/suite and is awarded HHonors points for the stay). The HHonors-occupied 

room/suite nights are determined from data reported by the hotels electronically to Hilton Worldwide 

through a third-party service provider, who compiles and reports the data to Hilton Worldwide. 

Hilton HHonors Contribution to Occupancy 


Average Percentage of HHonors Contribution to Occupancy for Mature Hampton Inns and 

Hampton Inn & Suites hotels 

2010 

49.7% 

Number of Mature Hotels Reporting 1532 

Number of Mature hotels which met or exceeded Average % of HHonors Contribution to 

Occupancy 

Percentage of Mature hotels which met or exceeded Average % of HHonors Contribution 

to Occupancy 


821 

53.6% 

The Average Percentage of Hilton Reservation Service Contribution to Occupancy is the percentage 

of occupancy derived from dividing the total occupied room/suite nights as reported by the Mature 

Hampton Inns and Hampton Inn & Suites hotels to us or to Hilton Worldwide into the number of Hilton 

Reservation Service-occupied room/suite nights for the hotels (defined as actual arrivals for 

{000011-999987 00174938.DOC; 2} 


88

oom/suite nights booked directly through Hilton Reservation, adjusted for reservation cancellations 

and changes in reserved length of stay before arrival for such room nights, as reported by Hilton 

Reservations Worldwide to us and to Hilton Worldwide. Hilton Reservation Service-occupied room 

nights include those originating from Hilton Worldwide’s central reservation offices, our websites and 

those of our Affiliates, and from GDS. 

Hilton Reservation Service Contribution to Occupancy 


Average Percentage of Hilton Reservation Service Contribution to Occupancy for Mature 

Hampton Inns and Hampton Inn & Suites hotels 

2010 

53.1% 

Number of Mature Hotels Reporting 1532 

Number of Mature hotels which met or exceeded Average % of Hilton Reservation Service 

Contribution to Occupancy 

Percentage of Mature hotels which met or exceeded Average % of Hilton Reservation 

Service Contribution to Occupancy 


650 

42.4% 

YOUR FINANCIAL RESULTS ARE LIKELY TO VARY FROM THE RESULTS STATED IN THE 

FINANCIAL PERFORMANCE REPRESENTATION EVEN IF YOU ARE PURCHASING A MATURE 

HOTEL, AND THE DIFFERENCES MAY BE MATERIAL. 

* * * 

You are strongly advised to perform an independent investigation of this opportunity to determine 

whether or not the franchise may be profitable and to consult your attorney, accountant, and other 

professional advisors before entering into any agreement with us. You should conduct an 

independent investigation of the occupancy rates and room rates you will achieve. Our current and 

former franchisees may be one source of this information. You should construct your own business 

plan and pro forma cash flow statement, balance sheet, and statement of operations, and make your 

own financial projections regarding sales, revenues, costs, customer base, and business development 

for your Hotel. You should obtain, from a firm with satisfactory experience in appraising and 

evaluating hotel operations, an independent market study containing projections for sales, costs, 

income and profits. 

Actual results vary between hotels, and we expect that they will vary from franchisee to franchisee. 

Your results will be affected by a variety of factors including the following: the nature and extent of 

your competition; whether competitive hotels in your market are affiliated with any chains or other 

centralized reservation systems; the age and established customer base of competitive hotels; the inroom 

and common area facilities and amenities of your hotel versus competitive hotels; whether your 

geographic area has a greater or lesser demand for hotel accommodations, which can turn on a 

number of factors; the frequency of business travel to/from your geographic area; whether your hotel 

is situated at or near an airport; whether your hotel is situated close to or remote from a central 

business district; whether your hotel is situated in a geographic area that attracts vacation travelers; 

the type of hotel you operate – resort, full-service, limited service, all suites or rooms only; whether 

your hotel offers food, beverage and/or convention and meeting services; whether your hotel is 

situated near a college, resort attraction, theme park or other institution that generates lodging 

demand; the length of time your hotel has been open to the public; and the length of time your hotel 

has been affiliated with us. 

{000011-999987 00174938.DOC; 2} 


89

Other than the preceding financial performance representation, we do not make any financial 

performance representations. We also do not authorize our employees or representatives to make 

any such representations either orally or in writing. If you receive any other financial performance 

information or projections of your future income, you should report it to the franchisor's management 

by contacting us, the Federal Trade Commission, and the appropriate state regulatory agencies. 

We will make available to you upon reasonable request written substantiation for the above financial 

performance representations, but we are under no obligation to disclose to you specific information 

about a particular hotel. 

ITEM 20 

OUTLETS AND LICENSEE INFORMATION * 

Systemwide Hotel Summary 

For Years 2008 to 2010 

Hotel Type Year Hotels at the Hotels at the End Net Change 

Start of the Year of the Year 

Licensed 

2008 1,116 1,147 +31 

2009 1,147 1,179 +32 

2010 1179 1188 +9 

Company-Owned 2008 0 0 0 

2009 0 0 0 

2010 0 0 0 

Total Hotels 

2008 1,116 1,147 +31 

2009 1,147 1,179 +32 

2010 1179 1188 +9 

Table No. 2 

Transfers of Licensed Hotels to New Owners (Other than the Licensor) 


Alabama 

State Year Number of Transfers 

2008 0 

2009 0 

2010 1 

* The tables in Item 20 include Hampton Inn and Hampton Inn & Suites hotels, which, before October 24, 2007, 

were licensed by our predecessor Promus at the times shown. The franchise license agreements for the hotels 

which were licensed by Promus have been assigned to our affiliate HLT Existing Franchise Holding LLC (see 

Item 1). 

{000011-999987 00174938.DOC; 2} 


90


Arizona 

2008 0 

2009 0 

2010 o 

Arkansas 

2008 1 

2009 1 

2010 1 

California 

2008 2 

2009 1 

2010 0 

Colorado 

2008 0 

2009 0 

2010 0 

Connecticut 

2008 0 

2009 0 

2010 0 

Florida 

2008 3 

2009 1 

2010 1 

Georgia 

2008 4 

2009 0 

2010 0 

Illinois 

2008 2 

2009 0 

2010 1 

Indiana 

2008 2 

2009 0 

2010 0 

Iowa 

2008 0 

2009 0 

2010 0 

Kansas 

2008 0 

2009 0 

2010 0 

Kentucky 

2008 0 

2009 0 

2010 0 

Maine 

2008 0 

2009 1 

2010 0 

Maryland 

2008 0 

2009 0 

2010 0 

Massachusetts 

2008 0 

2009 0 

2010 1 

Michigan 

2008 2 

2009 1 

2010 0 

Minnesota 

2008 0 

2009 0 

2010 0 

{000011-999987 00174938.DOC; 2} 


91


Mississippi 

2008 3 

2009 0 

2010 0 

Missouri 

2008 1 

2009 0 

2010 2 

Nebraska 

2008 2 

2009 1 

2010 1 

New Jersey 

2008 1 

2009 0 

2010 0 

New Mexico 

2008 0 

2009 0 

2010 0 

New York 

2008 1 

2009 0 

2010 1 

North Carolina 

2008 7 

2009 0 

2010 0 

North Dakota 

2008 1 

2009 0 

2010 0 

Ohio 

2008 1 

2009 1 

2010 0 

Oklahoma 

2008 0 

2009 0 

2010 0 

Pennsylvania 

2008 4 

2009 1 

2010 0 

South Carolina 

2008 3 

2009 0 

2010 0 

South Dakota 

2008 1 

2009 0 

2010 0 

Tennessee 

2008 0 

2009 0 

2010 2 

Texas 

2008 3 

2009 2 

2010 1 

Utah 

2008 0 

2009 1 

2010 0 

Vermont 

2008 1 

2009 0 

2010 0 

{000011-999987 00174938.DOC; 2} 


92


Virginia 

2008 0 

2009 0 

2010 0 

Washington 

2008 0 

2009 0 

2010 0 

West Virginia 

2008 0 

2009 0 

2010 0 

Wisconsin 

2008 2 

2009 0 

2010 0 

2008 0 

District of Columbia 

2009 0 

2010 1 

All Other States 

2008 0 

2009 0 

2010 0 

Total 

2008 47 

2009 11 

2010 13 

Table No. 3 

Status of Licensed Hotels 

For Years 2008 to 2010 * 

State Year Hotels at 

Start of 

Year 

Alabama 

Alaska 

Arizona 

Arkansas 

California 

Colorado 

Hotels 

Opened 

Terminations 

Non- 

Renewals 

Reacquire 

d by 

Licensor 

Ceased 

Operations 

- 

Other 

Reasons 

Hotels at 

End of 

the Year 

2008 32 0 0 1 0 0 31 

2009 31 4 0 0 0 0 35 

2010 35 2 1 0 0 0 36 

2008 1 0 0 0 0 0 1 

2009 1 0 0 0 0 0 1 

2010 1 0 0 0 0 0 1 

2008 16 0 0 0 0 0 16 

2009 16 0 1 0 0 0 15 

2010 15 0 0 0 0 0 15 

2008 20 3 0 1 0 0 22 

2009 22 1 2 0 0 0 21 

2010 21 0 1 0 0 0 20 

2008 27 3 0 0 0 0 30 

2009 30 0 0 0 0 0 30 

2010 30 0 1 0 0 0 29 

2008 18 1 0 0 0 0 19 

2009 19 2 0 0 0 0 21 

2010 21 1 0 0 0 0 22 

* If multiple events occurred affecting a hotel, this table shows the event that occurred last in time. 

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93


Start of 

Year 

Connecticut 

Delaware 

Florida 

Georgia 

Hawaii 

Idaho 

Illinois 

Indiana 

Iowa 

Kansas 

Kentucky 

Louisiana 

Maine 

Maryland 

Massachusett 

s 

Michigan 

Minnesota 

Mississippi 

Hotels 

Opened 

Terminations 

Non- 

Renewals 

Reacquire 

d by 

Licensor 

Ceased 

Operations 

- 

Other 

Reasons 

Hotels at 

End of 

the Year 

2008 7 1 0 0 0 0 8 

2009 8 0 0 0 0 0 8 

2010 8 0 0 0 0 0 8 

2008 5 0 0 0 0 0 5 

2009 5 0 0 0 0 0 5 

2010 5 1 0 1 0 0 5 

2008 81 1 1 1 0 0 80 

2009 80 2 0 0 0 0 82 

2010 82 0 1 0 0 0 81 

2008 70 0 1 0 0 0 69 

2009 69 4 2 0 0 0 71 

2010 71 0 0 0 0 0 71 

2008 0 0 0 0 0 0 0 

2009 0 0 0 0 0 0 0 

2010 0 0 0 0 0 0 0 

2008 3 0 0 0 0 0 3 

2009 3 0 0 0 0 0 3 

2010 3 0 0 0 0 0 3 

2008 34 2 0 0 0 0 36 

2009 36 1 0 0 0 0 37 

2010 37 1 0 2 0 0 36 

2008 32 3 2 0 0 0 33 

2009 33 0 0 0 0 0 33 

2010 33 0 0 0 0 0 33 

2008 9 0 0 0 0 0 9 

2009 9 0 0 0 0 0 9 

2010 9 2 1 0 0 0 10 

2008 11 2 0 0 0 0 13 

2009 13 1 0 0 0 0 14 

2010 14 2 0 0 0 0 16 

2008 31 1 0 0 0 0 32 

2009 32 0 0 0 0 0 32 

2010 32 1 1 0 0 0 32 

2008 17 0 0 0 0 0 17 

2009 17 1 0 0 0 0 18 

2010 18 0 0 0 0 0 18 

2008 5 0 0 0 0 0 5 

2009 5 1 0 0 0 0 6 

2010 6 2 0 0 0 0 8 

2008 21 0 0 0 0 0 21 

2009 21 1 0 1 0 0 21 

2010 21 0 0 0 0 0 21 

2008 20 0 0 0 0 0 20 

2009 20 0 0 0 0 0 20 

2010 20 0 0 0 0 0 20 

2008 35 2 1 0 0 0 36 

2009 36 0 0 1 0 0 35 

2010 35 1 2 3 0 0 31 

2008 10 0 0 0 0 0 10 

2009 10 1 0 0 0 0 11 

2010 11 1 0 0 0 0 12 

2008 22 1 0 0 0 0 23 

2009 23 1 1 0 0 0 23 

2010 23 2 0 1 0 0 24 

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94

Missouri 


Start of 

Year 

Montana 

Nebraska 

Nevada 

New 

Hampshire 

New Jersey 

New Mexico 

New York 

North 

Carolina 

North Dakota 

Ohio 

Oklahoma 

Oregon 

Pennsylvania 

Rhode Island 

South 

Carolina 

South Dakota 

Tennessee 

Texas 

Hotels 

Opened 

Terminations 

Non- 

Renewals 

Reacquire 

d by 

Licensor 

Ceased 

Operations 

- 

Other 

Reasons 

Hotels at 

End of 

the Year 

2008 25 1 0 0 0 0 26 

2009 26 1 1 1 0 0 25 

2010 25 1 0 0 0 0 26 

2008 7 0 0 0 0 0 7 

2009 7 0 0 0 0 0 7 

2010 7 0 0 0 0 0 7 

2008 9 1 0 0 0 0 10 

2009 10 0 0 0 0 0 10 

2010 10 0 0 0 0 0 10 

2008 2 1 0 0 0 0 3 

2009 3 0 0 0 0 0 3 

2010 3 0 0 0 0 0 3 

2008 4 0 0 0 0 0 4 

2009 4 1 0 0 0 0 5 

2010 5 0 0 0 0 0 5 

2008 21 1 0 2 0 0 20 

2009 20 1 0 0 0 0 21 

2010 21 1 0 0 0 0 22 

2008 10 1 0 0 0 0 11 

2009 11 1 0 0 0 0 12 

2010 12 1 0 0 0 0 13 

2008 40 3 0 0 0 0 43 

2009 43 6 0 1 0 0 48 

2010 48 0 0 0 0 0 48 

2008 67 5 1 1 0 0 70 

2009 70 2 1 1 0 0 70 

2010 70 2 1 0 0 0 71 

2008 1 1 0 0 0 0 2 

2009 2 0 0 0 0 0 2 

2010 2 0 0 0 0 0 2 

2008 57 0 0 0 0 0 57 

2009 57 2 2 1 0 0 56 

2010 56 0 1 0 0 0 55 

2008 15 2 1 0 0 0 16 

2009 16 0 0 0 0 0 16 

2010 16 0 0 0 0 0 16 

2008 6 1 0 1 0 0 6 

2009 6 0 0 0 0 0 6 

2010 6 0 0 0 0 0 6 

2008 57 2 1 0 0 0 58 

2009 58 1 0 0 0 0 59 

2010 59 1 0 0 0 0 60 

2008 1 1 0 0 0 0 2 

2009 2 0 0 0 0 0 2 

2010 2 0 0 0 0 0 2 

2008 41 1 1 0 0 0 41 

2009 41 1 0 0 0 0 42 

2010 42 1 1 0 0 0 42 

2008 5 0 0 0 0 0 5 

2009 5 0 0 0 0 0 5 

2010 5 0 0 0 0 0 5 

2008 46 1 1 1 0 0 45 

2009 45 1 1 0 0 0 45 

2010 45 1 1 0 0 0 45 

2008 70 2 2 1 0 0 69 

2009 69 5 1 0 0 0 73 

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95

Utah 

Vermont 

Virginia 


Start of 

Year 

Washington 

West Virginia 

Wisconsin 

Wyoming 

District of 

Columbia 

Total 

Hotels 

Opened 

Terminations 

Non- 

Renewals 

Reacquire 

d by 

Licensor 

Ceased 

Operations 

- 

Other 

Reasons 

Hotels at 

End of 

the Year 

2010 73 5 2 0 0 0 76 

2008 14 0 0 0 0 0 14 

2009 14 1 0 0 0 0 15 

2010 15 0 0 0 0 0 15 

2008 5 0 0 0 0 0 5 

2009 5 0 0 0 0 0 5 

2010 5 0 0 0 0 0 5 

2008 48 8 0 0 0 1 55 

2009 55 4 0 0 0 0 59 

2010 59 0 0 0 0 0 59 

2008 5 0 0 0 0 0 5 

2009 5 1 0 0 0 0 6 

2010 6 0 0 0 0 0 6 

2008 15 1 0 0 0 0 16 

2009 16 0 0 0 0 0 16 

2010 16 0 0 0 0 0 16 

2008 12 0 1 0 0 0 11 

2009 11 1 0 0 0 0 12 

2010 12 1 0 0 0 0 13 

2008 5 2 0 1 0 0 6 

2009 6 1 0 0 0 0 7 

2010 7 0 0 0 0 0 7 

2008 1 0 0 0 0 0 1 

2009 1 0 0 0 0 0 1 

2010 1 0 0 0 0 0 1 

2008 1,116 55 13 10 0 1 1,147 

2009 1,147 50 12 6 0 0 1,179 

2010 1,179 30 14 7 0 0 1,188 

Table No. 4 

Status of Company-Owned Hotels 

For Years 2008 to 2010* 


Start of 

Year 

All States 

Total 

Hotels 

Opened 

Hotels 

Reacquired 

from 

Licensees 

Hotels 

Closed 

Hotels 

Sold to 

Licensees 

Hotels at 

End of 

the Year 

2008 0 0 0 0 0 0 

2009 0 0 0 0 0 0 

2010 0 0 0 0 0 0 

2008 0 0 0 0 0 0 

2009 0 0 0 0 0 0 

2010 0 0 0 0 0 0 

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96

Table No. 5 

Projected Openings as of December 31, 2010 

State 


Agreements Signed But 

Outlet Not Opened 

Projected New 

Licensed Hotel in the 

Next Fiscal Year 

Projected New 

Company-Owned Hotel 

in the Next Fiscal Year 

Alabama 2 2 0 

Arizona 0 0 0 

Arkansas 1 1 0 

California 1 0 0 

Colorado 0 0 0 

Connecticut 1 0 0 

Delaware 0 0 0 

Florida 5 0 0 

Georgia 6 0 0 

Idaho 1 0 0 

Illinois 0 0 0 

Indiana 2 1 0 

Iowa 0 0 0 

Kansas 0 0 0 

Kentucky 0 0 0 

Louisiana 3 1 0 

Maine 0 1 0 

Maryland 0 1 0 

Massachusetts 1 0 0 

Michigan 2 0 0 

Minnesota 0 0 0 

Mississippi 2 1 0 

Missouri 2 0 0 

Nebraska 1 1 0 

New Jersey 4 0 0 

New Mexico 1 0 0 

New York 5 0 0 

North Carolina 1 0 0 

North Dakota 2 0 0 

Ohio 4 0 0 

Pennsylvania 4 0 0 

South Carolina 1 0 0 

Tennessee 6 1 0 

Texas 7 1 0 

Virginia 5 0 0 

West Virginia 0 0 0 

Wisconsin 0 1 0 

Wyoming 0 0 0 

All Other States 0 0 0 

Total 70 12 0 

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97

HAMPTON INN & SUITES HOTELS 

Table No. 1 

Systemwide Hotel Summary 


Hotel Type Year Hotels at the Start Hotels at the End Net Change 

of the Year of the Year 

Licensed 

2008 342 432 +90 

2009 432 519 +87 

2010 519 568 +49 

Company-Owned 

2008 1 1 0 

2009 1 1 0 

2010 1 1 0 

Total Hotels 

2008 343 433 +90 

2009 433 520 +87 

2010 520 569 +49 

Table No. 2 

Transfers of Licensed Hotels to New Owners (Other than the Licensor) 


Alabama 

Arizona 

Arkansas 

California 

Colorado 

Connecticut 

Florida 


2008 0 

2009 0 

2010 1 

2008 0 

2009 0 

2010 0 

2008 0 

2009 0 

2010 1 

2008 3 

2009 1 

2010 0 

2008 2 

2009 0 

2010 1 

2008 0 

2009 1 

2010 0 

2008 3 

2009 1 

2010 2 

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98


Georgia 

2008 0 

2009 0 

2010 1 

Idaho 

2008 0 

2009 0 

2010 1 

Illinois 

2008 1 

2009 0 

2010 0 

Indiana 

2008 0 

2009 0 

2010 0 

Kansas 

2008 1 

2009 0 

2010 0 

Massachusetts 

2008 1 

2009 0 

2010 0 

Minnesota 

2008 0 

2009 1 

2010 0 

Mississippi 

2008 1 

2009 0 

2010 1 

Missouri 

2008 0 

2009 0 

2010 1 

Nevada 

2008 0 

2009 0 

2010 0 

New Mexico 

2008 0 

2009 0 

2010 0 

New York 

2008 0 

2009 0 

2010 0 

North Carolina 

2008 0 

2009 0 

2010 1 

Oklahoma 

2008 0 

2009 0 

2010 1 

Pennsylvania 

2008 0 

2009 0 

2010 0 

Rhode Island 

2008 1 

2009 0 

2010 0 

Tennessee 

2008 1 

2009 0 

2010 2 

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99


Texas 

2008 6 

2009 3 

2010 5 

Utah 

2008 1 

2009 0 

2010 0 

Virginia 

2008 1 

2009 0 

2010 0 

All Other States 

2008 0 

2009 0 

2010 0 

Total 

2008 22 

2009 7 

2010 18 

Table No. 3 

Status of Licensed Hotels 



Start of 

Year 

Alabama 

Alaska 

Arizona 

Arkansas 

California 

Colorado 

Connecticut 

Florida 

Hotels 

Opened 

Terminations 

Non- 

Renewals 

Reacquire 

d by 

Licensor 

Ceased 

Operations 

- 

Other 

Reasons 

Hotels at 

End of 

the Year 

2008 8 4 0 0 0 0 12 

2009 12 5 0 0 0 0 17 

2010 17 1 0 0 0 0 18 

2008 0 0 0 0 0 0 0 

2009 0 1 0 0 0 0 1 

2010 1 0 0 0 0 0 1 

2008 10 3 0 0 0 0 13 

2009 13 3 0 0 0 0 16 

2010 16 0 0 0 0 0 16 

2008 2 1 0 0 0 0 3 

2009 3 1 0 0 0 0 4 

2010 4 0 0 0 0 0 4 

2008 36 13 0 0 0 0 49 

2009 49 8 0 0 0 0 57 

2010 57 5 1 0 0 0 61 

2008 10 1 0 0 0 0 11 

2009 11 3 0 0 0 0 14 

2010 14 1 0 0 0 0 15 

2008 1 3 0 0 0 0 4 

2009 4 1 0 0 0 0 5 

2010 5 1 0 0 0 0 6 

2008 34 8 0 0 0 0 42 

2009 42 9 0 0 0 0 51 

2010 51 3 1 0 0 0 53 

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100

Georgia 

Idaho 

Illinois 

Indiana 

Iowa 

Kansas 


Start of 

Year 

Kentucky 

Louisiana 

Maine 

Maryland 

Massachusett 

s 

Michigan 

Minnesota 

Mississippi 

Missouri 

Montana 

Nebraska 

Nevada 

Hotels 

Opened 

Terminations 

Non- 

Renewals 

Reacquire 

d by 

Licensor 

Ceased 

Operations 

- 

Other 

Reasons 

Hotels at 

End of 

the Year 

2008 11 3 0 0 0 0 14 

2009 14 2 0 0 0 0 16 

2010 16 1 0 0 0 0 17 

2008 6 0 0 0 0 0 6 

2009 6 0 0 0 0 0 6 

2010 6 0 0 0 0 0 6 

2008 11 2 0 0 0 0 13 

2009 13 4 0 0 0 0 17 

2010 17 1 0 0 0 0 18 

2008 9 3 0 0 0 0 12 

2009 12 1 0 0 0 0 13 

2010 13 0 0 0 0 0 13 

2008 2 1 0 0 0 0 3 

2009 3 2 0 0 0 0 5 

2010 5 0 0 0 0 0 5 

2008 1 0 0 0 0 0 1 

2009 1 1 0 0 0 0 2 

2010 2 0 0 0 0 0 2 

2008 5 1 0 0 0 0 6 

2009 6 0 0 0 0 0 6 

2010 6 2 0 0 0 0 8 

2008 3 2 0 0 0 0 5 

2009 5 3 0 0 0 0 8 

2010 8 3 0 0 0 0 11 

2008 2 0 0 0 0 0 2 

2009 2 0 0 0 0 0 2 

2010 2 0 0 0 0 0 2 

2008 4 2 0 0 0 0 6 

2009 6 0 0 0 0 0 6 

2010 6 0 0 0 0 0 6 

2008 4 1 0 0 0 0 5 

2009 5 1 0 0 0 0 6 

2010 6 0 0 0 0 0 6 

2008 5 0 0 0 0 0 5 

2009 5 2 0 0 0 0 7 

2010 7 1 0 0 0 0 8 

2008 4 1 0 0 0 0 5 

2009 5 2 0 0 0 0 7 

2010 7 0 0 0 0 0 7 

2008 3 2 0 0 0 0 5 

2009 5 2 0 0 0 0 7 

2010 7 1 0 0 0 0 8 

2008 4 1 0 0 0 0 5 

2009 5 0 0 0 0 0 5 

2010 5 1 0 0 0 0 6 

2008 0 1 0 0 0 0 1 

2009 1 0 0 0 0 0 1 

2010 1 0 0 0 0 0 1 

2008 3 0 0 0 0 0 3 

2009 3 1 0 0 0 0 4 

2010 4 0 0 0 0 0 4 

2008 5 1 0 0 0 0 6 

2009 6 0 0 0 0 0 6 

2010 6 0 0 0 0 0 6 

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101


Start of 

Year 

New 

Hampshire 

New Jersey 

New Mexico 

New York 

North 

Carolina 

Ohio 

Oklahoma 

Pennsylvania 

Rhode Island 

South 

Carolina 

South Dakota 

Tennessee 

Texas 

Utah 

Virginia 

Washington 

Wisconsin 

Wyoming 

Hotels 

Opened 

Terminations 

Non- 

Renewals 

Reacquire 

d by 

Licensor 

Ceased 

Operations 

- 

Other 

Reasons 

Hotels at 

End of 

the Year 

2008 2 1 0 0 0 0 3 

2009 3 0 0 0 0 0 3 

2010 3 1 0 0 0 0 4 

2008 2 0 0 0 0 0 2 

2009 2 1 0 0 0 0 3 

2010 3 2 0 0 0 0 5 

2008 7 0 0 0 0 0 7 

2009 7 0 0 0 0 0 7 

2010 7 1 0 0 0 0 8 

2008 9 2 0 0 0 0 11 

2009 11 2 0 0 0 0 13 

2010 13 1 0 0 0 0 14 

2008 16 0 0 0 0 0 16 

2009 16 2 0 0 0 0 18 

2010 18 2 0 0 0 0 20 

2008 17 2 0 0 0 0 19 

2009 19 2 0 0 0 0 21 

2010 21 0 0 0 0 0 21 

2008 5 2 0 0 0 0 7 

2009 7 2 0 0 0 0 9 

2010 9 5 0 0 0 0 14 

2008 11 1 0 0 0 0 12 

2009 12 2 0 0 0 0 14 

2010 14 1 0 0 0 0 15 

2008 2 1 0 0 0 0 3 

2009 3 1 0 0 0 0 4 

2010 4 0 0 0 0 0 4 

2008 9 1 0 0 0 0 10 

2009 10 1 0 0 0 0 11 

2010 11 0 0 0 0 0 11 

2008 0 0 0 0 0 0 0 

2009 0 2 0 0 0 0 2 

2010 2 1 0 0 0 0 3 

2008 12 4 0 0 0 0 16 

2009 16 2 0 0 0 0 18 

2010 18 0 0 0 0 0 18 

2008 42 14 0 0 0 0 56 

2009 56 11 0 0 0 0 67 

2010 67 10 0 0 0 0 77 

2008 4 1 0 0 0 0 5 

2009 5 0 0 0 0 0 5 

2010 5 0 0 0 0 0 5 

2008 14 2 0 0 0 0 16 

2009 16 5 0 0 0 0 21 

2010 21 1 0 0 0 0 22 

2008 5 1 0 0 0 0 6 

2009 6 0 0 0 0 0 6 

2010 6 3 0 0 0 0 9 

2008 1 2 0 0 0 0 3 

2009 3 1 0 0 0 0 4 

2010 4 0 0 0 0 0 4 

2008 0 2 0 0 0 0 2 

2009 2 1 0 0 0 0 3 

2010 3 2 0 0 0 0 5 

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102

All Other 

States 


Start of 

Year 

Hotels 

Opened 

Terminations 

Non- 

Renewals 

Reacquire 

d by 

Licensor 

Ceased 

Operations 

- 

Other 

Reasons 

Hotels at 

End of 

the Year 

2008 0 0 0 0 0 0 0 

2009 0 0 0 0 0 0 0 

2010 0 0 0 0 0 0 0 

2008 1 0 0 0 0 0 1 

2009 1 0 0 0 0 0 1 

Territories 

and 

Possessions 2010 1 0 0 0 0 0 1 

Total 

2008 342 90 0 0 0 0 432 

2009 432 87 0 0 0 0 519 

2010 519 51 2 0 0 0 568 

Table No. 4 

Status of Company-Owned Hotels 



Start of 

Year 

Tennessee 

All Other 

States 

Total 

Hotels 

Opened 

Hotels 

Reacquired 

from 

Licensees 

Hotels 

Closed 

Hotels 

Sold to 

Licensees 

Hotels at 

End of 

the Year 

2008 1 0 0 0 0 1 

2009 1 0 0 0 0 1 

2010 1 0 0 0 0 1 

2008 0 0 0 0 0 0 

2009 0 0 0 0 0 0 

2010 0 0 0 0 0 0 

2008 1 0 0 0 0 1 

2009 1 0 0 0 0 1 

2010 1 0 0 0 0 1 

Table No. 5 

Projected Openings as of December 31, 2010 

State 



Hotel Not Opened 

Projected New 

Licensed Hotels in the 


Alabama 1 2 0 

Arkansas 1 0 0 

Arizona 4 0 0 

California 9 1 0 

Colorado 4 1 0 

Connecticut 1 0 0 

Projected New 

Company-Owned 

Hotels in the Next 

Fiscal Year 

{000011-999987 00174938.DOC; 2} 


103

State 



Hotel Not Opened 

Projected New 

Licensed Hotels in the 


Delaware 2 0 0 

Florida 14 1 0 

Georgia 8 1 0 

Idaho 0 1 0 

Illinois 1 1 0 

Indiana 3 1 0 

Iowa 1 0 0 

Kansas 1 1 0 

Kentucky 1 0 0 

Louisiana 3 1 0 

Maine 1 0 0 

Maryland 4 1 0 

Massachusetts 2 0 0 

Michigan 2 1 0 

Minnesota 2 0 0 

Mississippi 1 1 0 

Missouri 0 0 0 

Nevada 2 0 0 

New Hampshire 0 0 0 

New Jersey 3 0 0 

New Mexico 1 0 0 

New York 6 0 0 

North Carolina 8 3 0 

North Dakota 0 1 0 

Ohio 6 1 0 

Oklahoma 8 2 0 

Oregon 3 0 0 

Pennsylvania 7 0 0 

South Carolina 5 0 0 

South Dakota 0 0 0 

Tennessee 6 2 0 

Texas 23 4 0 

Utah 1 1 0 

Virginia 5 0 0 

Washington 4 0 0 

Wisconsin 3 0 0 

Wyoming 2 0 0 

District of Columbia 1 0 0 

All Other States 0 0 0 

Total 160 28 0 

Projected New 

Company-Owned 

Hotels in the Next 

Fiscal Year 

{000011-999987 00174938.DOC; 2} 


104

All numbers are as of December 31 for each year. 

The names of all Hampton Inn and Hampton Inn & Suites licensees and the addresses and telephone 

numbers of all of their outlets as of December 31, 2010 are listed in Exhibit A. 

The names, city, state and business telephone number, or, if unknown, the last known home 

telephone number of every Hampton Inn or Hampton Inn & Suites licensee who has had an outlet 

terminated, cancelled or not renewed, or otherwise voluntarily or involuntarily ceased to do business 

under the Franchise License Agreement during 2010, or who has not communicated with our affiliate 

HLT Existing Franchise Holding LLC or us within 10 weeks of the issuance date of this Disclosure 

Document are attached as Exhibit B. 

If you buy this franchise, your contact information may be disclosed to other buyers when you leave 

the franchise system. 

During the last three fiscal years, we and our Predecessor have not signed any confidentiality clauses 

with a current or former franchisee in a Franchise Agreement, settlement agreement or any other 

contract restricting their ability to speak to you openly about their experience with us or our 

Predecessor. 

There are no trademark-specific franchisee organizations associated with the franchise system. There 

are no trademark-specific franchisee organizations associated with the franchise system which are 

incorporated or otherwise organized under state law and have asked us to be included in the our 

disclosure document during the next fiscal year. 

ITEM 21 

FINANCIAL STATEMENTS 

Attached as Exhibit C are the audited consolidated balance sheets of Hilton Franchise Holding LLC as 

of December 31, 2010 and 2009, and the related consolidated statements of operations and 

member’s capital and cash flow for each of the three years ended December 31, 2010,. We are a 

wholly owned subsidiary of Hilton Franchise Holding LLC. 

Hilton Franchise Holding LLC absolutely and unconditionally guarantees the duties and obligations of 

Hampton Inns Franchise LLC under its Franchise License Agreement entered into with licensees 

buying a franchise pursuant to this Disclosure Document. A copy of the guarantee is included in 

Exhibit C. 

As part of the financing transaction addressed in Item 1, various assets have been pledged to secure 

the indebtedness, including all franchise agreements and other agreements existing at the time of the 

closing of the financing transaction. Certain subsidiaries of Hilton Franchise Holding LLC, including 

Hampton Inns Franchise LLC, have guaranteed the indebtedness. 

ITEM 22 

CONTRACTS 

The following contracts are attached and made a part of this Disclosure Document: the Franchise 

License Agreement (with Rider and Attachment A); the Guarantee of the Franchise License 

Agreement; the Franchise License Application; the HITS Agreement; and the Voluntary Termination 

Agreement (Franchise License Agreement). These exhibits are SAMPLES ONLY and are not for 

{000011-999987 00174938.DOC; 2} 


105

signature. These documents are not exhaustive and may vary significantly from state to state and 

from transaction to transaction. 

ITEM 23 

RECEIPTS 

Exhibit M contains two copies of a detachable receipt. 

{000011-999987 00174938.DOC; 2} 


106

EXHIBIT A

EXHIBIT A 

HAMPTON INN 

LIST OF FRANCHISES 

As of December 31, 2010, franchised hotels were in operation at the following locations: 

ALABAMA 

APONE, LLC 

Alexander City, AL 

1551 Elkahatchee Road 

Alexander City, AL 35010 

256-234-2244 

37 Hotel Auburn, LLC 

Auburn, AL 

2430 S. College St. 

Auburn, AL 36832 

334-821-4111 

Balaji, LLC 

Birmingham I-65/Lakeshore Dr., AL 

30 State Farm Parkway 

Birmingham, AL 35209 

205-313-2060 

FWH Birmingham Colonnade, LLC 

Birmingham-Colonnade, AL 

3400 Colonnade Parkway 


205-967-0002 

NRJC, Inc. 

Birmingham/Bessemer, AL 

4910 Civic Lane 

Bessemer, AL 35022 

205-425-2010 

Fultondale Tamassee,LLC and Fultondale 

Promenade,L 

Birmingham/Fultondale, AL 

1716 Fulton Road 

Fultondale, AL 35068 

205-439-6700 

Jackson Rime L.L.C. 

Birmingham/Leeds, AL 

310 Rex Lake Road 

Leeds, AL 35094 

205-702-4141 

W2007 Equity Inns Realty, LLC 

Birmingham/Mountain Brook, AL 

2731 US Highway 280 South 


205-870-7822 

Trussville Hospitality, LLC 

Birmingham/Trussville, AL 

1940 Edwards Lake Road 

Trussville, AL 35235 

205-655-9777 

Edwin B. Lumpkin, Jr. 

Calera, AL 

93 Metro Drive 

Calera, AL 35040 

205-668-6565 

Pikes, Inc. 

Cullman, AL 

6100 Alabama Highway 157 

Cullman, AL 35058 

256-739-4444 

Enterprise Lodging Company, LLC 

Decatur, AL 

2041 Beltline Rd., SW 

Decatur, AL 35601 

256-355-5888 

Enterprise Hospitality, L.L.C. 

Enterprise, AL 

8 West Pointe Court 

Enterprise, AL 36330 

334-347-5763 

Fairhope Hospitality Group, LLC 

Fairhope-Mobile Bay, AL 

23 North Section Street 

Fairhope, AL 36532 

251-928-0956 

Florence Hotel Company, L.L.C. 

Florence-Midtown, AL 

2281 Florence Blvd. 

Florence, AL 35630 

256-764-8888 

{000011-999987 00176898.DOC; 2} 

March 2011 

Exhibit A - 1 of 101

EXHIBIT A 

Dhiraj, Inc. 

Fort Payne, AL 

1201 Jordan Road Southwest 

Fort Payne, AL 35968 

256-304-2600 

Jacksonville Hotel, LLC 

Jacksonville, AL 

1041 JD&L Drive 

Jacksonville, AL 36265 

256-782-0330 

PHA, LLC 

Gadsden, AL 

129 River Road 

Gadsden, AL 35901 

256-546-2337 

Dawson Gadsden West Hotel, LLC 

Gadsden/Attalla I-59, AL 

206 Walker Street 

Gadsden, AL 35904 

256-538-5222 

SAI, Inc. 

Greenville, AL 

219 Interstate Drive 

Greenville, AL 36037 

334-382-9631 

Lake Guntersville Hotel, LLC 

Guntersville, AL 

14451 U.S. Highway 431 South 

Guntersville, AL 35976 

256-582-4176 

Anderson Hotels, Inc. 

Huntsville, AL 

4815 University Dr. 

Huntsville, AL 35816-1801 

256-830-9400 

Huntsville Hotel Company, L.L.C. 

Huntsville-Arsensal/South Pkway, AL 

501 Boulevard South SW 

Huntsville, AL 35802 

256-882-2228 

Charles W. Anderson Estate 

Huntsville/Madison, AL 

9225 Madison Blvd. 

P.O. Box 1217 

Madison, AL 35758 

256-464-8999 

Rabbit Creek Properties, LLC 

Jackson, AL 

4150 North College Avenue 

Jackson, AL 36545 

251-246-7300 

{000011-999987 00176898.DOC; 2} 

March 2011 

Exhibit A - 2 of 101 

Windwood-Jasper, LLC 

Jasper, AL 

100 Industrial Parkway 

Jasper, AL 35501 

205-221-3334 

Inn of Daphne, Inc. 

Mobile-East Bay/Daphne, AL 

29451 US Hwy. 98 

Daphne, AL 36526 

251-626-2220 

Inn of Daphne, Inc. 

Mobile-I-10/Bellingrath Gardens, AL 

5478 Inn Road 

Mobile, AL 36619 

251-660-9202 

Gulf Coast Management Company, L.L.C. 

Mobile-North/Saraland, AL 

1320 Industrial Parkway 

Saraland, AL 36571 

251-679-7953 

Vision Hospitality, L.L.C. 

Montgomery-South-Airport, AL 

60 Wasden Road 

Hope Hull, AL 36043 

334-280-9592 

Pell City Hospitality I, LLC 

Pell City, AL 

220 Vaughan Lane 

Pell City, AL 35125 

205-814-3000 

R & R Enterprises, L.L.C. 

Prattville, AL 

2585 Cobbs Hill Place 

Prattville, AL 36066 

334-285-6767 

J & H Properties, L.L.C. 

Selma, AL 

2200 West Highland Avenue 

Selma, AL 36701 

334-876-9995 

Apple Seven Services Southeast, L.P.

EXHIBIT A 

Troy, AL 

103 Troy Plaza Loop 

Troy, AL 36081 

334-807-5900 

Interstate Lodging Co., LLC 

Tuscaloosa-East, AL 


Tuscaloosa, AL 35453 

205-562-9000 

Rosewood Lodging Company, LLC 

Tuscaloosa-University, AL 

600 Harper Lee Drive 

Tuscaloosa, AL 35404 

205-553-9800 

ALASKA 

Apple Six Anchorage Management, Inc. 

Anchorage, AK 

4301 Credit Union Drive 

Anchorage, AK 99502 

907-550-7000 

ARIZONA 

FHI Partnership 

Flagstaff-East, AZ 

3501 East Lockett Rd. 

Flagstaff, AZ 86004 

928-526-1885 

MJ Mike Enterprises, Inc. 

Kayenta-Monument Valley, AZ 

US Hwy. 160 

P.O. Box 1219 

Kayenta, AZ 86033 

928-697-3170 

ZMC Hotels, Inc. 

Lake Havasu City, AZ 

245 London Bridge Road 

Lake Havasu City, AZ 86403 

928-855-4071 

RB Phoenix North, LLC 

Phoenix-Airport North, AZ 

601 North 44th Street 

Phoenix, AZ 85008 

602-267-0606 

Apple Six Hospitality Management, Inc. 

Phoenix-Midtown (Dwtn Area), AZ 

160 W. Catalina Drive 


602-200-0990 


Phoenix/Anthem, AZ 

42415 N. 41st Drive 

Anthem, AZ 85086 

623-465-7979 

W2005 New Century Hotel Portfolio, L.P. 

Phoenix/Chandler, AZ 

7333 W. Detroit Street 

Chandler, AZ 85226 

480-753-5200 

Zenith Management Company 

Phoenix/Glendale/Peoria, AZ 

8408 W. Paradise Lane 

Peoria, AZ 85382 

623-486-9918 

Chun B. Yim & Gloria Yim 

Phoenix/Mesa, AZ 

1563 S. Gilbert Rd. 

Mesa, AZ 85204 

480-926-3600 


Phoenix/Scottsdale @ Shea, AZ 

10101 N. Scottsdale Road 

Scottsdale, AZ 85253 

480-443-3233 

Tomichi Management, Inc. 

Prescott, AZ 

3453 Ranch Drive 

Prescott, AZ 86303 

928-443-5500 


Sedona, AZ 

1800 W. Highway 89A 

Sedona, AZ 86336 

928-282-4700 

Landmark Hospitality, LLC 

Sierra Vista, AZ 

4100 Snyder Boulevard 

Sierra Vista, AZ 85635 

520-439-5400 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Robray Hotel Partnership 

Tucson-Airport, AZ 

6971 S. Tucson Boulevard 

Tucson, AZ 85756 

520-918-9000 


Tucson-North, AZ 

1375 West Grant Road 


520-206-0602 

ARKANSAS 

VMN Arkadelphia, LLC 

Arkadelphia, AR 

108 Malvern Road 

Arkadelphia, AR 71923 

870-403-0800 

Apple Nine Services Rogers, Inc. 

Bentonville/Rogers, AR 

4501 W. Walnut Street 

Rogers, AR 72756 

479-986-0500 

Don Houseworth 

Blytheville, AR 

301 North Service Road 

Blytheville, AR 72315 

870-763-5220 

Raghu Inc. 

Bryant, AR 

307 Office Park Dr. 

Bryant, AR 72022 

501-847-3200 

Huie F. Bird & Doris L. Bird (husband & wife) 

Clarksville, AR 

2630 W. Clark Road 

Clarksville, AR 72830 

479-754-4444 

ANAND, INC. 

Conway, AR 

810 Museum Road 

Conway, AR 72032 

501-329-8999 

Lincoln Hospitality, LLC 

El Dorado, AR 

2312 Junction City Road 

El Dorado, AR 71730 

870-862-1800 

Generations, Inc. 

Fayetteville, AR 

915 Krupa 

Fayetteville, AR 72704 

479-587-8300 

Tramlaw Motel Corporation 

Forrest City, AR 

300 Holiday Drive 

Forrest City, AR 72335 

870-630-9000 

Summit Hotel Properties, LLC 

Ft. Smith, AR 

6201-C Rogers Avenue 

Fort Smith, AR 72903 

479-452-2000 

Wood Development Inc. 

Harrison, AR 

121 Hwy 43 East 

Harrison, AR 72601 

870-365-0505 

Honest Hospitality, L.L.C. 

Hot Springs, AR 

151 Temperance Hill Road 

Hot Springs, AR 71913 

501-525-7000 

Hay-Host, Inc. 

Jonesboro, AR 

2900 Phillips Drive 

Jonesboro, AR 72401 

870-974-9500 

Ganesha Hospitality, LLC 

Monticello, AR 

480 Hwy 425 N 

Monticello, AR 71655 

870-367-6600 

Magness Hospitality LLC 

Mountain Home, AR 

995 Coley Drive 

Mountain Home, AR 72653 

870-425-0344 

Manoj J. Patel & Vinubhai B. Patel 

North Little Rock-McCain Mall, AR 

4801 West Commercial Drive 

North Little Rock, AR 72116 

501-753-8660 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Huie F. Bird & Doris L. Bird (husband & wife) 

Russellville, AR 

2304 N. Arkansas Avenue 

Russellville, AR 72802 

479-858-7199 

CH Searcy Hotel Partners, LLC 

Searcy, AR 

3204 East Race 

Searcy, AR 72143 

501-268-0654 

Maya Inn, Inc., and Scottish Inn Partnership 

Siloam Springs, AR 

2171 Ravenwood Plaza 

Siloam Springs, AR 72761 

479-215-1000 

Marion Driscoll Hotels and Resorts 

Van Buren, AR 

1916 North Sixth Street 

Van Buren, AR 72956 

479-471-7447 

CALIFORNIA 

The James G. Bailey Living Trust, dated 

November 4 

Bakersfield - Central, CA 

1017 Oak Street 

Bakersfield, CA 93304 

661-633-0333 

BMS Investments 4, LLC 

Brentwood, CA 

7605 Brentwood Boulevard 

Brentwood, CA 94513 

925-513-1299 

Alps Lodging 2 Inc. 

Carlsbad-North San Diego County, CA 

2229 Palomar Airport Road 

Carlsbad, CA 92011 

760-431-2225 

Harbor Hospitality II, LLC 

Channel Islands Harbor, CA 

3231 Peninsula Road 

Oxnard, CA 93035 

805-985-1100 

Amrat C. and Ramila Patel 

Fremont/Silicon Valley, CA 

46500 Landing Parkway 

Fremont, CA 94538 

510-498-1900 

Brahma Enterprises, Inc. 

Livermore-East Bay, CA 

2850 Constitution Drive 

Livermore, CA 94550 

925-606-6400 

LAX Hotel Investment Company, L.L.C. 

Los Angeles-Int'l Airport, CA 

10300 La Cienega Blvd. 

Inglewood, CA 90304 

310-846-3200 

Heprand Hospitality, Inc. 

Los Angeles/Arcadia/Pasadena, CA 

311 E. Huntington Drive 

Arcadia, CA 91006 

626-574-5600 

Carson Albertoni Hotel Co., Inc. 

Los Angeles/Carson/Torrance, CA 

767 Albertoni St. 

Carson, CA 90746 

310-768-8833 

Dai Sik Park and Soon Hwa Park 

Los Angeles/Orange County/Cypress, CA 

10900 Yamaha Way 

Cypress, CA 90630 

714-527-2900 

Apple Nine Hospitality Management, Inc. 

Los Angeles/Santa Clarita/Six Flags Area 

25259 The Old Road 

Santa Clarita, CA 91381 

661-253-2400 

Apple Six Foothill Ranch Services, Inc. 

Los Angeles/South Orange County, CA 

27102 Towne Center Drive 

Foothill Ranch, CA 92610 

949-597-8700 

S & N Real Estate, LLC 

Los Angeles/West Covina, CA 

3145 E. Garvey Ave. N. 

West Covina, CA 91791 

626-967-5800 

Amcor Investments, LLC 

Milpitas/Silicon Valley, CA 

215 Barber Court 

Milpitas, CA 95035 

408-428-9090 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

MPJ Desai, Inc. 

Norco/Corona North, CA 

1530 Hamner Ave. 

Norco, CA 92860 

951-279-1111 

Metro Hotels, Inc. (a Utah corporation) 

Oakland/Hayward, CA 

24137 Mission Boulevard 

Hayward, CA 94544 

510-247-1555 

W2005/FARGO HOTELS (POOL B) 

REALTY, L.P. 

Sacramento/Rancho Cordova, CA 

10755 Gold Center Drive 

Rancho Cordova, CA 95670 

916-638-4800 

Apple Seven Services San Diego, Inc. 

San Diego-Downtown/Airport Area, CA 

1531 Pacific Highway 

San Diego, CA 92101 

619-233-8408 

Carlstead, Inc. 

San Diego-Kearny Mesa, CA 

5434 Kearny Mesa Road 


858-292-1482 

Newport Taft, Inc. 

SAN DIEGO-SEA WORLD/AIRPORT 

AREA,CA 

3888 Greenwood Street 


619-299-6633 

Del Mar Hotel, LLC 

San Diego/Del Mar, CA 

11920 El Camino Real 


858-792-5557 

The Chang Family Trust Dated March 30, 

1999 

San Diego/San Marcos, CA 

123 E. Carmel Street 

San Marcos, CA 92078 

760-736-9249 

Sri Ram Enterprises, Inc. 

San Francisco-Airport, CA 

300 Gateway Blvd. 

South San Francisco, CA 94080 

650-876-0200 

Reneson Daly City LLC 

San Francisco/Daly City, CA 

2700 Junipero Serra Boulevard 

Daly City, CA 94015 

650-755-7500 

Ocean Park Hotels-SBA, LLC 

Santa Barbara/Goleta, CA 

5665 Hollister Ave. 

Goleta, CA 93117 

805-681-9800 

Bayside Resorts 

Santa Cruz, CA 

1505 Ocean Street 

Santa Cruz, CA 95060 

831-457-8000 

W2005/FARGO HOTELS (POOL C) 

REALTY, L.P. 

Tracy, CA 

2400 Naglee Road 

Tracy, CA 95376 

209-833-0483 

Redwood Empire Lodging, LLC 

Ukiah, CA 

1160 Airport Park Boulevard 

Ukiah, CA 95482 

707-462-6555 

Interlink Properties, L.P. 

Visalia, CA 

4747 W. Noble Ave 

Visalia, CA 93277 

559-732-3900 

COLORADO 

A & A Enterprises of Alamosa, Inc. 

Alamosa, CO 

710 Mariposa Street 

Alamosa, CO 81101 

719-480-6023 

Turnpike Lodging, LLC 

Boulder/Louisville, CO 

912 W. Dillon Road 

Louisville, CO 80027 

303-666-7700 

Ashwin A. Amin 

Brighton, CO 

992 Platte River Blvd 

Brighton, CO 80601 

303-654-8055 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

TK Hotels, Inc. 

Canon City, CO 

102 McCormick Parkway 

Canon City, CO 81212 

719-269-1112 

Poinco Castle, Inc 

Castle Rock, CO 

4830 Castleton Way 

Castle Rock, CO 80104 

303-660-9800 


Colorado Springs Central Air Force Acade 

7245 Commerce Center Dr. 

Colorado Springs, CO 80919 

719-593-9700 

Hotel Powers, Inc. 

Colorado Springs-Airport, CO 

2077 Aerotech Drive 


719-591-1100 

Lenoch Denver Properties IV, LLC 

Denver-International Airport, CO 

6290 Tower Road 

Denver, CO 80249 

303-371-0200 

Little Colorado Limited Liability Company 

Denver-North/Thornton, CO 

243 E. 120th Avenue 

Thornton, CO 80233 

303-451-7900 


Denver-Southeast (Tech Ctr), CO 

9231 E. Arapahoe Road 

Greenwood Village, CO 80112 

303-792-9999 


Denver-Southwest/Lakewood, CO 

3605 S. Wadsworth Blvd. 

Lakewood, CO 80235 

303-989-6900 


Denver-West/Federal Center, CO 

137 Union Boulevard 

Lakewood, CO 80228 

303-969-9900 

Golden Lodging, L.P. 

Denver-West/Golden, CO 

17150 W. Colfax Avenue 

Golden, CO 80401 

303-278-6600 

H.I. Heritage Inn of Westminster, Inc. 

Denver/North/Westminster, CO 

5030 West 88th Place 

Westminster, CO 80030 

303-427-0700 

Durango Sundowner, Inc. 

Durango, CO 

3777 Main Ave. 

Durango, CO 81301 

970-247-2600 

Summit Hospitality I, LLC 

Ft. Collins, CO 

1620 Oakridge Dr. 

Fort Collins, CO 80525 

970-229-5927 

Garfield Suites, LLC 

Glenwood Springs, CO 

401 West First Street 

Glenwood Springs, CO 81601 

970-947-9400 

Western Hospitality, L.L.C., a CO llc 

Grand Junction Downtown/Historic Main St 

205 Main Street 

Grand Junction, CO 81501 

970-243-3222 

Ashwin & Avik Amin 

La Junta, CO 

27800 US Hwy 50 

La Junta, CO 81050 

719-384-4444 

Messrs. William D. Novell, William R. Miller 

and L 

Longmont, CO 

850 S. Main Street 

Longmont, CO 80501 

303-772-2554 

Stonebridge McWhinney, LLC 

Loveland, CO 

5500 Stone Creek Circle 

Loveland, CO 80538 

970-593-1400 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Montrose Lodging LLC 

Montrose, CO 

1980 North Townsend 

Montrose, CO 81401 

970-252-3300 

CONNECTICUT 

Danbury Lodging, LLC 

Danbury, CT 

81 Newtown Road 

Danbury, CT 06810 

203-748-6677 

Paradise Properties, LLC 

Groton/New London/Mystic, CT 

300 Long Hill Rd. 

Groton, CT 06340 

860-405-1585 

Buffalo-Windsor Associates, LLC 

Hartford-Airport, CT 

2168 Poquonock Avenue 

Windsor, CT 06095 

860-683-1118 

Tryst Hospitality, LLC 

Hartford-South/Rocky Hill, CT 

20 Waterchase Drive 

Rocky Hill, CT 06067-2152 

860-563-7877 

ENN Meriden, L.L.C. 

Meriden, CT 

10 Bee Street 

Meriden, CT 06450 

203-235-5154 

ENN Milford, L.L.C. 

Milford, CT 

129 Plains Rd. 

Milford, CT 06460 

203-874-4400 

Enfield Lodging, LLC 

Springfield-South/Enfield, CT 

20 Phoenix Avenue 

Enfield, CT 06082 

860-741-3111 

Back Bone, LLC 

Waterbury, CT 

777 Chase Parkway 

Waterbury, CT 06708 

203-753-1777 

{000011-999987 00176898.DOC; 2} 

March 2011 


DELAWARE 

KW Lodging LLC 

Dover, DE 

1568 North DuPont Highway 

Dover, DE 19901 

302-736-3500 

Hub North, LLC 

Middletown, DE 

117 Sand Hill Drive 

Middletown, DE 19709 

302-378-5656 

Milford Hospitality LLC 

Milford, DE 

100 Lighthouse Estates Drive 

Milford, DE 19963 

302-422-4320 

Midway Ventures, LLC 

Rehoboth Beach, DE 

18826 Coastal Highway 

Rehoboth Beach, DE 19971 

302-645-8003 

SRS Management Corporation 

Seaford, DE 

22871 Sussex Highway 

Seaford, DE 19973 

302-629-4500 

DISTRICT OF COLUMBIA 

HHLP DC Convention Center Lessee, LLC 

Washington-Convention Center, DC 

901 6th Street., NW 

Washington, DC 20001-2646 

202-842-2500 

FLORIDA 

Amelia Island Hotel Associates L. P. 

Amelia Island at Fernandina Beach, FL 

2549 Sadler Road 

Fernandina Beach, FL 32034 

904-321-1111 

ENN Leasing Company, Inc. 

Boca Raton, FL 

1455 Yamato Road 

Boca Raton, FL 33431 

561-988-0200

EXHIBIT A 


Boca Raton/Deerfield Beach, FL 

660 West Hillsboro Blvd. 

Deerfield Beach, FL 33441 

954-481-1221 

Bonita Springs Hotel, LLC 

Bonita Springs/Naples-North, FL 

27900 Crown Lake Boulevard 

Bonita Springs, FL 34135 

239-947-9393 

Budget Inns of Florida, Inc. 

Brooksville/Dade City, FL 

30301 Cortez Blvd. 

Brooksville, FL 34602 

352-796-1000 

185Clearwater, LLC 

Clearwater-Central, FL 

21030 US Highway 19 North 

Clearwater, FL 33765 

727-797-8173 

OCEAN PARTNER'S ASSOCIATES, LTD. 

Cocoa Beach/Cape Canaveral, FL 

3425 N. Atlantic Ave. 

Cocoa Beach, FL 32931 

321-799-4099 

SURYA, INC. 

Crestview, FL 

3709 S. Ferdon Blvd. 

Crestview, FL 32536 

850-689-2378 

Small Street Hotels DC, LLC 

Dade City/Zephyrhills, FL 

13215 US HWY 301 

Dade City, FL 33525 

352-567-5277 

Tristar Lodging, Inc. 

Daytona Beach Shores/Oceanfront, FL 

3135 South Atlantic Avenue 

Daytona Beach Shores, FL 32118 

386-767-8533 

Prince-Bush Investments-Daytona H 

Daytona Speedway/Airport, FL 

1715 W International Speedway Blvd. 

Daytona Beach, FL 32114 

386-257-4030 

Gibraltar Ormond Beach MT, LLC 

Daytona/Ormond Beach, FL 

155 Interchange Boulevard 

Ormond Beach, FL 32174 

386-677-9999 

G.E.J.E.L. Management, Inc. 

Debary/Deltona/Orange City, FL 

308 Sunrise Blvd. 

Debary, FL 32713 

386-668-5758 

Northumberland Hotel Partners, LLC 

Destin, FL 

1625 Highway 98 East 

Destin, FL 32541 

850-654-2677 

BFLO-ELLENTON ASSOCIATES, LLC 

Ellenton/Bradenton, FL 

5810 20th Court East 

Ellenton, FL 34222 

941-721-4000 

Wynne Building Corporation 

Fort Lauderdale-Commercial Blvd., FL 

4499 W. Commercial Boulevard 

Tamarac, FL 33319 

954-735-7575 


Fort Lauderdale-Cypress Creek, FL 

720 East Cypress Creek Road 

Fort Lauderdale, FL 33334-3564 

954-776-7677 

Pines Hotel Group, Ltd. 

Fort Lauderdale-West, FL 

1900 NW 150th Avenue 

Pembroke Pines, FL 33028 

954-441-4242 

City Center Hotel Group, Ltd. 

Fort Lauderdale/City Center/Downtown, FL 

250 North Andrews Avenue 

Fort Lauderdale, FL 33301 

954-924-2700 

Prince-Bush Investments - Plantation 

Fort Lauderdale/Plantation, FL 

7801 S.W. 6th Street 

Plantation, FL 33324 

954-382-4500 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Florida Hospitality Resorts, Inc. 

Fort Myers-Airport I-75, FL 

9241 Market Place Rd. 

Fort Myers, FL 33912 

239-768-2525 

RLJ II-HA Fort Walton Beach Lessee, LLC 

Fort Walton Beach, FL 

1112 Santa Rosa Blvd. 

Fort Walton Beach, FL 32548 

850-301-0906 

Shivaram, Inc. 

Fort Walton Beach/Mary Esther, FL 

480 E. Miracle Strip Parkway 

Mary Esther, FL 32569 

850-243-7700 


Ft. Lauderdale-Arpt-North Cruise Port, F 

2301 SW 12th Avenue 

Fort Lauderdale, FL 33315 

954-524-9900 

HI-GVF, Inc. 

Gainesville, FL 

4225 SW 40th Blvd. 

Gainesville, FL 32608 

352-371-4171 

Hallandale Group Limited Partnership 

Hallandale Beach/Aventura, FL 

1000 South Federal Highway 

Hallandale Beach, FL 33009 

954-874-1111 

Jax Hotel LLC 

Jacksonville-East/Regency Sq., FL 

1021 Hospitality Lane 

Jacksonville, FL 32225 

904-722-8881 

Ashford TRS Jacksonville III LLC 

Jacksonville-I-95 Central, FL 

1331 Prudential Drive 


904-396-7770 

Elite Hospitality I, LLC 

Jacksonville-I-95 South, FL 

4690 Salisbury Rd. 


904-281-0443 

Asmari, Inc. 

Jacksonville-Orange Park, FL 

6135 Youngerman Cr. 


904-777-5313 

JAX-BAY HOTEL LLC 

Jacksonville/9A & Baymeadows, FL 

8127 Point Meadows Dr. 


904-363-7150 

Chaffee Point Hospitalities, LLC 

Jacksonville/I-10 West, FL 

548 Chaffee Point Blvd. 


904-783-8277 

Shivam Hospitality Group, LLC 

Jupiter/Juno Beach, FL 

13801 U.S. Highway 1 

Juno Beach, FL 33408 

561-626-9090 

Pacifica Key Largo, L.P. 

Key Largo, FL 

102400 Overseas Highway 

PO Box 1024 

Key Largo, FL 33037 

305-451-1400 

PLATINUM HOSPITALITY, INC. 

Lakeland, FL 

4420 North Socrum Loop Road 

Lakeland, FL 33809 

863-816-2525 

Sunburst Development Company 2, Inc. 

Leesburg/Tavares, FL 

9630 US Hwy 441 

Leesburg, FL 34788 

352-315-1053 

Reema Hospitality, Inc. 

Melbourne, FL 

194 Dike Road 

Melbourne, FL 32904 

321-956-6200 

Viera Hospitality L.L.C. 

Melbourne/Viera, FL 

130 Sheriff Drive 

Melbourne, FL 32940 

321-255-6868 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Miami Hotel, LLC 

Miami-Airport West, FL 


Doral, FL 33166 

305-513-0777 

Grove Hotel Group, Ltd. 

Miami-Coconut Grove/Coral Gables, FL 

2800 SW 28th Terrace 

Coconut Grove, FL 33133 

305-448-2800 

Kelco Dadeland Associates, Ltd. 

MIAMI/DADELAND, FL 

8200 SW 70th Avenue 

Miami, FL 33143 

305-269-0072 

Sarai, Inc. 

Mount Dora, FL 

19700 US Highway 441 

Mount Dora, FL 32757 

352-383-4267 

CH Naples Hotel Partners, LLC 

Naples I-75, FL 

2630 Northbrooke Plaza Drive 

Naples, FL 34119 

239-596-1299 

Grand Prix Fixed Lessee LLC 

Naples/Central, FL 

3210 Tamiami Trail N. 

Naples, FL 34103 

239-261-8000 

Oikon Hotels Niceville, LLC 

Niceville/Eglin AFB, FL 

4400 Ansley Drive 

Niceville, FL 32578 

850-897-4675 

Ocala Inn, Ltd. 

OCALA, FL 

3434 Southwest College Rd. 

Ocala, FL 34474 

352-854-3200 

Okeechobee SR70 Holdings, LLC 

Okeechobee, FL 

1200 State Road 70 East 

Okeechobee, FL 34972 

863-824-0003 

Savoy Hospitality LLC 

Orlando closest to Universal, FL 

5621 Windhover Drive 

Orlando, FL 32819 

407-351-6716 

ENN Orlando 2, L.L.C. 

Orlando Int'l Dr. Area/Convention Center 

8900 Universal Boulevard 


407-354-4447 

South Orlando Hotel Partners, LLC 

Orlando-Florida Mall, FL 

8601 S. Orange Blossom Trail 


407-859-4100 

JHM Eagle Watch Hotel, Ltd. 

Orlando-International Airport, FL 

5767 T.G. Lee Blvd. 


407-888-2995 

Altamonte Springs Lodging LLC 

Orlando-North/Altamonte Spgs., FL 

151 North Douglas Avenue 

Altamonte Springs, FL 32714 

407-869-9000 

JHM Orlando Hotel Associates Limited 

Partnership 

Orlando-S. of Universal Studios, FL 

7110 S. Kirkman Road 


407-345-1112 

Davenport Hospitality, Inc. 

Orlando-S. of Walt Disney Resort,FL 

44117 U.S. Highway 27 North 

Davenport, FL 33897 

863-420-9898 

Buena Vista Hospitality, Inc. 

Orlando/Lake Buena Vista, FL 

8150 Palm Parkway 


407-465-8150 


Palm Beach Gardens, FL 

4001 RCA Boulevard 

Palm Beach Gardens, FL 33410 

561-625-8880 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Panama City Beach Family, LLC 

PANAMA CITY BEACH, FL 

2909 Thomas Drive 

Panama City Beach, FL 32408 

850-236-8988 

SHRI LAXMI, INC. 

Panama City-Panama City Mall, FL 

2338 Mercedes Avenue 

Panama City, FL 32405 

850-872-6969 

H&S Development, LLC 

Pensacola Beach/Gulf Front, FL 

2 Via DeLuna 

Pensacola Beach, FL 32561 

850-932-6800 

PNS Hotel Group, Ltd. 

Pensacola-Arpt (Cordova Mall Area), FL 

2187 Airport Boulevard 

Pensacola, FL 32504 

850-478-1123 

Hotel Perry, Inc. 

PERRY, FL 

2399 South Byron Butler Pkwy. 

Perry, FL 32348 

850-223-3000 

Marsh Landing Lessee, LLC 

Ponte Vedra Beach-Mayo Clinic SE, FL 

1220 Marsh Landing Parkway 

Jacksonville Beach, FL 32250 

904-280-9101 

Momentum Hospitality II, LLC 

PORT CHARLOTTE, FL 

24480 Sandhill Boulevard 

Port Charlotte, FL 33983 

941-627-5600 

Payal Hospitality Inc. 

QUINCY, FL 

165 Spooner Road 

Quincy, FL 32351 

850-627-7555 

THI IV Sarasota SHI Lessee, LLC 

SARASOTA - I-75 BEE RIDGE, FL 

5995 Cattleridge Road 

Sarasota, FL 34232 

941-371-1900 

Kinnari, Inc. 

Spring Hill, FL 

1344 Commercial Way 

Spring Hill, FL 34606 

352-684-5000 

Ramu S. Patel 

ST. AUGUSTINE - I-95, FL 

2525 CR 208 

Saint Augustine, FL 32092 

904-824-4422 

Arvin Enterprises, Inc. 

ST. AUGUSTINE BEACH, FL 

430 A-1-A Beach Blvd. 


904-471-4000 

JALARAM MOTELS, INC. 

ST. AUGUSTINE-HISTORIC DISTRICT, FL 

2050 North Ponce de Leon Blvd. 


904-829-1996 

Mario Menna, Marco Menna, Bruno Menna, 

Agostino Me 

ST. PETERSBURG, FL 

1200 34th Street, North 

Saint Petersburg, FL 33713 

727-322-0770 

Kelco Apalachee Associates I, Ltd. 

TALLAHASSEE-CENTRAL, FL 

2979 Apalachee Parkway 

Tallahassee, FL 32301 

850-309-1300 

OZRE Tampa Lodging I LLC 

Tampa-Airport/Rocky Point, FL 

3035 N. Rocky Point Drive E. 

Tampa, FL 33607 

813-289-6262 

W2007 BRV Realty, LP 

Tampa-Airport/Westshore, FL 

4817 W. Laurel Street 


813-287-0778 

5628 West Waters Avenue Holdings LLC 

Tampa-Veterans Expwy/Waters Ave., FL 

5628 W. Waters Avenue 


813-901-5900 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Bay View One, LLC 

TAMPA/BRANDON, FL 

10110 Horace Avenue 


813-661-8888 

CSP Titusville Hotel Partners LLC 

TITUSVILLE-I-95/KENNEDY SPC CTR, FL 

4760 Helen Hauser Boulevard 

Titusville, FL 32780 

321-383-9191 

CRP/Cardel Vero Beach Hotels, L.L.C. 

Vero Beach I-95, FL 

9350 19th Lane 

Vero Beach, FL 32966 

772-770-4299 

RLJ III - HA West Palm Beach Airport 

Lessee, LLC 

West Palm Beach-Airport/Central, FL 

1601 Worthington Road 

West Palm Beach, FL 33409 

561-472-7333 


West Palm Beach/Fl Turnpike, FL 

2025 Vista Parkway 

West Palm Beach, FL 33411-2719 

561-682-9990 

Lake Worth Hospitality, L.L.L.P. 

West Palm Beach/Lake Worth-Turnpike, FL 

8205 Lake Worth Road 

Lake Worth, FL 33467 

561-472-5980 

CAS Holdings, LLC 

Winter Haven, FL 

202 Cypress Gardens Boulvard 

Winter Haven, FL 33880 

863-299-9251 

GEORGIA 

ADEL PREMIER LODGING, LLC 

Adel, GA 

1500 West Fourth Street 

Adel, GA 31620 

229-896-3099 

H.V.N. LLC 

Albany (at Albany Mall), GA 

806 North Westover Blvd. 

Albany, GA 31707 

229-883-3300 

Flotel, Inc. 

Alpharetta/Roswell, GA 

10740 Westside Way 

Alpharetta, GA 30009 

770-640-5511 

Bran Hospitality, Inc. 

Americus, GA 

1609 East Lamar Street 

Americus, GA 31709 

229-924-3890 

Athens, GA Hotel Limited Partnership 

Athens, GA 

2220 W. Broad Street 

Athens, GA 30606 

706-548-9600 

42 Hotel ATL, LLC 

Atlanta-Airport, GA 

1888 Sullivan Road 

College Park, GA 30337 

770-996-2220 


Atlanta-Buckhead, GA 

3398 Piedmont Rd., NE 

Atlanta, GA 30305 

404-233-5656 

42 Hotel Cumberland, LLC 

Atlanta-Cumberland Mall/NW, GA 

2775 Cumberland Parkway 


770-333-6006 

Paramount Atlanta, LLC 

Atlanta-Georgia Tech/Downtown, GA 

244 North Avenue, N.W. 


404-881-0881 

Ashford TRS Pool I LLC 

Atlanta-Mall of Georgia, GA 

3240 Buford Drive 

Buford, GA 30519 

678-546-1200 

Laxmi Druid Hills Hotel, LLC 

Atlanta-North Druid Hills, GA 

1975 North Druid Hills Road 


404-320-6600 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Northlake 3400, LLC 

Atlanta-Northlake, GA 

3400 Northlake Pkwy. 


770-493-1966 

Barclay Hospitality Services, Inc. 

Atlanta-Perimeter Center, GA 

769 Hammond Drive NE 


404-303-0014 

Imperial Investments Southlake, LLC 

Atlanta-Southlake, GA 

1533 Southlake Pkwy. 

Morrow, GA 30260 

770-968-8990 

Bharat R. Desai 

Atlanta-Town Center/Kennesaw, GA 

871 Cobb Place Blvd. 

Kennesaw, GA 30144 

770-426-0017 

Canton Hospitality LLC 

Atlanta/Canton, GA 

710 Transit Avenue 

Canton, GA 30114 

770-345-7400 

Navin B. Shah and Taru N. Shah 

Atlanta/Conyers, GA 

1340 Dogwood Drive SE 

Conyers, GA 30013 

770-483-8838 

Cumming Hospitality Group, LLC 

Atlanta/Cumming, GA 

915 Ronald Reagan Blvd. 

Cumming, GA 30041 

770-889-0877 

Sunwest Investments, Inc. 

Atlanta/Douglasville, GA 

6371 Douglas Blvd. 

Douglasville, GA 30135 

770-577-2110 

Oncar Hotels, Inc. 

Atlanta/Fairburn, GA 

7790 Ella Lane 

Fairburn, GA 30213 

678-782-4600 

{000011-999987 00176898.DOC; 2} 

March 2011 


Ashford TRS Sapphire LLC 

Atlanta/Lawrenceville/Gwinnett Co., GA 

1135 Lakes Parkway 

Lawrenceville, GA 30043 

770-338-9600 

Quality Oil Company, LLC 

Atlanta/Lawrenceville/I-85-Sugarloaf, GA 

6010 Sugarloaf Parkway 

Lawrenceville, GA 30043 

678-407-0018 

Paradise Group Marietta, LLC 

Atlanta/Marietta, GA 

455 Franklin Rd. 

Marietta, GA 30067 

770-425-9977 

Paramount Carrollton, LLC and Bella Atlanta 

Airpor 

Atlanta/Newnan, GA 

50 Hampton Way 

Newnan, GA 30265 

770-253-9922 

Matrix SHI GA, LLC 

Atlanta/Peachtree City, GA 

300 Westpark Dr. 

Peachtree City, GA 30269 

770-486-8800 

Paramount Norcross, LLC 

ATLANTA/PEACHTREE 

CORNERS/NORCROSS 

440 Technology Parkway NW 

Norcross, GA 30092 

770-729-0015 

C.N. Patel, Jayanti V. Patel, Dayaram V. 

Patel, Sh 

Atlanta/Stockbridge, GA 

7342 Hannover Parkway North 

Stockbridge, GA 30281 

770-389-0065 

DAI Hotel, LLC 

Atlanta/Stone Mountain, GA 

1737 Mountain Industrial Blvd. 

Stone Mountain, GA 30083 

770-934-0004 

Woodstock Hotel, L.L.C. 

Atlanta/Woodstock, GA 

450 Parkway 575 

Woodstock, GA 30188 

770-592-2323

EXHIBIT A 

Washington Road Hotel, LLC 

Augusta-Washington Rd. @ I-20, GA 

3030 Washington Rd. 

Augusta, GA 30907 

706-737-1122 

Apollo Hotel Development Co., Inc. 

Bremen-I-20 (Carrollton Area), GA 

28 Price Creek Road 

Bremen, GA 30110 

770-537-9001 

Brunswick Hotel Partners, LLC 

Brunswick, GA 

230 Warren Mason Boulevard 

Brunswick, GA 31520 

912-261-0002 

Sanmukh L. (Mike) Patel 

Calhoun, GA 

115 Hampton Dr., SE 

Calhoun, GA 30701 

706-629-0999 

Paramount Crossroads, LLC 

Carrollton, GA 

102 South Cottage Hill Road 

Carrollton, GA 30117 

770-838-7722 

Paradise Group Cartersville, L.L.C. 

Cartersville, GA 

5600 Hwy 20 SE 

Cartersville, GA 30120 

770-382-8999 


Columbus-Airport, GA 

5585 Whitesville Rd. 

Columbus, GA 31904 

706-576-5303 

Four J S Family LLLP 

Columbus-North, GA 

7390 Bear Lane 

Columbus, GA 31909-2516 

706-256-2222 

Maiya Madhu, Inc. 

Commerce, GA 

153 Hampton Court 

Commerce, GA 30529 

706-335-6161 

K-MAK Investments, Inc. 

Cordele/Vienna, GA 

1603 16th Ave. 

Cordele, GA 31015 

229-273-0737 

Gold Key Hospitality, LLC 

Cornelia, GA 

161 Market Corners Drive 

Cornelia, GA 30531 

706-778-0040 

Royal Hotel Investments of Covington, Inc. 

Covington, GA 

14460 Paras Drive NE 

Covington, GA 30014 

678-212-2500 

HED Dalton, LLC 

Dalton, GA 

1000 Market Street 

Dalton, GA 30720 

706-226-4333 

Shree Vasu, Inc. 

Darien-I-95, GA 

610 Highway 251 

Darien, GA 31305 

912-437-5558 

DOUGLAS PREMIER LODGING, L.L.C. 

Douglas, GA 

1604 S. Peterson Avenue 

Douglas, GA 31533 

912-383-7550 

Esquire Inn, Ltd. 

Dublin, GA 

2108 Highway 441 South 

Dublin, GA 31021 

478-275-1600 

Fayetteville Premier Lodging, LLC 

Fayetteville, GA 

110 Meeting Place Drive 

Fayetteville, GA 30214 

770-460-6700 

N & R HOTELS, INC. 

Gainesville, GA 

450 Jesse Jewel Parkway 

Gainesville, GA 30501 

770-503-0300 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Griffin Lodge Inn, LLC 

Griffin, GA 

2007 North Expressway 

Griffin, GA 30223 

770-229-9900 

HMS Hospitality, LLC 

Helen, GA 

147 Unicoi Street 

Helen, GA 30545 

706-878-3310 

VIP Liberty LLC 

Hinesville, GA 

1148 E. Oglethorpe Drive 

Hinesville, GA 31313 

912-877-4090 

Desai Brothers, LLC 

Kingsland, GA 

102 Reddick Road 

Kingsland, GA 31548 

912-729-1900 

Pezold Development Company 

LaGrange near Callaway Gardens, GA 

100 Willis Circle 

LaGrange, GA 30240 

706-845-1115 

Hospitality Investors, Inc. 

Macon - I-475, GA 

5010 Eisenhower Parkway 

Macon, GA 31206 

478-757-9711 

Madison Hospitality, LLC 

Madison, GA 

2012 Eatonton Road 

Madison, GA 30650 

706-342-9003 

Dimple, Inc. 

McDonough, GA 

855 Industrial Blvd. 

McDonough, GA 30253 

770-914-0077 

Welcome Hotels, LLC 

Milledgeville, GA 

2461 N. Columbia Street 

Milledgeville, GA 31061 

478-451-0050 

Northlake Development, LLC 

Moultrie, GA 

441 Hampton Way N.E. 

Moultrie, GA 31788 

229-616-7777 

AP2 Properties LLC 

Perry, GA 


P. O. Box 7006 

Perry, GA 31069 

478-987-7681 

Vasp Hospitality, L.L.C. 

Ringgold/Ft. Oglethorpe, GA 

6875 Battlefield Parkway 

Ringgold, GA 30736 

706-935-4800 

The Bernstein Company, L.L.C. 

Rome, GA 

21 Chateau Drive 

Rome, GA 30161 

706-232-9551 

Savannah Investors-H LLP 

Savannah-Historic District, GA 

201 E. Bay St. 

Savannah, GA 31401 

912-231-9700 

Apple Eight Hospitality Management, Inc. 

Savannah-I-95 North, GA 


Port Wentworth, GA 31407 

912-966-2000 

Shree Swamiji, Inc. 

Savannah-I-95/Richmond Hill, GA 


Richmond Hill, GA 31324 

912-756-2272 

Atlantic Hospitality Ventures, L.L.C. 

St. Simons Island, GA 

2204 Demere Road 

Saint Simons Island, GA 31522 

912-634-2204 

Nalley Garrett Motels, Inc. 

Statesboro, GA 

616 Fair Rd. 

Statesboro, GA 30458 

912-681-7700 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Camp Hospitality, Inc. 

Thomasville, GA 

1950 Georgia Highway 122 

Thomasville, GA 31757 

229-227-0040 

T & R Development, Inc. 

Tifton, GA 

720 US Hwy. 319 S. 

Tifton, GA 31794 

229-382-8800 

Welcome Group 70, LLC 

Valdosta/Lake Park Area, GA 

4906 Timber Drive 

Lake Park, GA 31636 

229-559-5565 

Bran Hospitality Vidalia, Inc. 

Vidalia, GA 

3303 US Hwy 280 East 

Vidalia, GA 30474 

912-526-0235 

Legendary Hospitality, L.L.C. 

Warner Robins, GA 

4000 Watson Blvd. 

Warner Robins, GA 31093 

478-953-9443 

Waycross Hotels, L.L.C. 

Waycross, GA 

1720 Brunswick Highway 

Waycross, GA 31501 

912-285-5515 

IDAHO 


Boise-Airport, ID 

3270 South Shoshone 

Boise, ID 83705 

208-331-5600 

Marotel, LLC 

Idaho Falls, ID 

2500 Channing Way 

Idaho Falls, ID 83404 

208-529-9800 


Twin Falls, ID 

1658 Fillmore Street North 

Twin Falls, ID 83301 

208-734-2233 

ILLINOIS 

Super Rajal, L.L.C. 

Bloomington-West, IL 

906 Maple Hill Road 

Bloomington, IL 61704 

309-829-3700 

Harrow Hospitality, Corp. 

Bradley/Kankakee, IL 

60 Ken Hayes Drive 

Bourbonnais, IL 60914 

815-932-8369 

CSP Carbondale Hotel Partners, LLC 

Carbondale, IL 

2175 Reed Station Parkway 

Carbondale, IL 62901 

618-549-6900 

ENN Urbana, L.L.C. 

Champaign/Urbana, IL 

1200 West University Avenue 

Urbana, IL 61801 

217-337-1100 

Shubert Hotel Associates 

Chicago Theatre District, IL 

22 W. Monroe 

Chicago, IL 60603 

312-332-5052 

Arrowhead Management, Inc. 

Chicago-Carol Stream, IL 

205 W. North Avenue 

Carol Stream, IL 60188 

630-681-9200 

RLJ II HA Midway Lessee, LLC 

Chicago-Midway Airport, IL 

6540 S. Cicero Ave. 

Bedford Park, IL 60638 

708-496-1900 

Saga Chicago Co., Ltd. 

Chicago-O'Hare Int'l Airport, IL 

3939 N. Mannheim Rd. 

Schiller Park, IL 60176 

847-671-1700 

Sajni Hospitality, Inc. 

Chicago/Crestwood, IL 

13330 S. Cicero Ave. 

Crestwood, IL 60445 

708-597-3330 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

U.S. Hospitality LLC 

Chicago/Elgin, IL 

405 Airport Rd. 

Elgin, IL 60123-9356 

847-931-1940 


Chicago/Gurnee, IL 

5550 Grand Ave. 

Gurnee, IL 60031 

847-662-1100 

ENN Naperville, L.L.C. 

Chicago/Naperville, IL 

1087 East Diehl Rd. 

Naperville, IL 60563 

630-505-1400 

H.I. Heritage Inn of Tinley Park, Inc. 

Chicago/Tinley Park, IL 

18501 North Creek Drive 

Tinley Park, IL 60477 

708-633-0602 


Chicago/Westchester (Oak Brook), IL 

2222 Enterprise Drive 

Westchester, IL 60154 

708-409-1000 


REALTY, L.P. 

Decatur/Forsyth, IL 

1429 Hickory Point Drive 

Forsyth, IL 62535 

217-877-5577 

Delta Hotel Property, LLC 

Effingham, IL 

1509 Hampton Drive 

Effingham, IL 62401 

217-342-4499 

BW Freeport LLC 

Freeport, IL 

109 S. Galena Avenue 

Freeport, IL 61032 

815-232-7100 

Century Hospitality, LLC 

Jacksonville, IL 

1725 West Morton Avenue 

Jacksonville, IL 62650 

217-291-0415 

Joliet/55 Lodging Associates L.L.C. 

Joliet - I-55, IL 

3555 Mall Loop Drive 

Joliet, IL 60431 

815-439-9500 

Joliet/80 Lodging Partners Limited 

Partnership 

Joliet - I-80, IL 

1521 Riverboat Center Drive 

Joliet, IL 60436 

815-725-2424 

Champaign Hotel Ventures, LLC 

Lincoln, IL 

1019 North Heitmann Drive 

Lincoln, IL 62656 

217-732-6729 

Litchfield Hotel Ventures, LLC 

Litchfield, IL 

11 Thunderbird Circle 

Litchfield, IL 62056 

217-324-4441 

Macomb Hotel, LLC 

Macomb, IL 

1639 East Jackson Street 

Macomb, IL 61455 

309-837-6000 

RS Hospitality of Marion LLC 

Marion, IL 

2710 West DeYoung 

Marion, IL 62959 

618-998-9900 

Royal Golden Hospitality, LLC 

Mattoon, IL 

1416 Broadway Avenue East 

Mattoon, IL 61938 

217-234-4267 

McHenry Hotel, LLC 

McHenry, IL 

1555 South Route 31 

McHenry, IL 60050 

815-578-1900 

Brisam Vernon LLC 

Mount Vernon, IL 

221 Potomac Boulevard 

Mount Vernon, IL 62864 

618-244-2323 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

North Ottawa Hotel Group, L.L.C. 

Ottawa (Starved Rock Area), IL 

4115 Holiday Lane 

Ottawa, IL 61350 

815-434-6040 

Johnson Peoria Ventures, L.L.C. 

Peoria-East, IL 

11 Winners Way 

East Peoria, IL 61611 

309-694-0711 

Tracy Holdings, LLC (f/k/a G & T 

Enterprises, L.L. 

Quincy, IL 

225 South 4th Street 

Quincy, IL 62301 

217-224-8378 

Rockford Lodging Investors III, LLC 

Rockford, IL 

615 Clark Drive 

Rockford, IL 61107-5816 

815-229-0404 

Johnson Springfield Ventures, L.L.C. 

Springfield, IL 

3185 S. Dirksen Pkwy. 

Springfield, IL 62703 

217-529-1100 

Jagu, Inc. 

St. Louis/Collinsville, IL 

7 Commerce Drive 

Collinsville, IL 62234 

618-346-4400 

MMCP, LLC 

St. Louis/Columbia, IL 

165 Admiral Trost Dr. 

P.O. Box 506 

Columbia, IL 62236 

618-281-9000 


REALTY, L.P. 

St. Louis/Fairview Heights, IL 

150 Ludwig Dr. 

Fairview Heights, IL 62208 

618-397-9705 

Yorkville Hospitality LLC 

Yorkville, IL 

310 East Countryside Parkway 

Yorkville, IL 60560 

630-553-9805 

{000011-999987 00176898.DOC; 2} 

March 2011 

INDIANA 


Brisam Anderson LLC 

Anderson, IN 


Anderson, IN 46013 

765-622-0700 

Auburn Hospitality, Inc. 

Auburn, IN 

1020 Smaltz Way 

Auburn, IN 46706 

260-925-1100 

Batesville Inn, Inc. 

Batesville, IN 

1030 State Road 229 N. 

Batesville, IN 47006 

812-934-6262 

First ENT LLC 

Bloomington, IN 

2100 N. Walnut St. 

Bloomington, IN 47404 

812-334-2100 

J Enterprises Inn of Columbus, LLC 

Columbus/Taylorsville/Edinburgh, IN 

12161 N. US 31 

Edinburgh, IN 46124 

812-526-5100 

Corydon Hotel Group, LLC 

Corydon, IN 

2455 Landmark Avenue 

Corydon, IN 47112 

812-738-6688 

SHREE RAM, L.L.C. 

Elkhart, IN 

215 Northpointe Blvd. 

Elkhart, IN 46514 

574-264-2525 

Ashford TRS Pool II LLC 

Evansville, IN 

8000 Eagle Crest Blvd. 

Evansville, IN 47715 

812-473-5000 


Fort Wayne-Southwest, IN 

8219 West Jefferson Blvd. 

Fort Wayne, IN 46804 

260-459-1999

EXHIBIT A 

75Fremont, LLC 

Fremont, IN 

271 W. State Road 120 

Fremont, IN 46737 

260-495-9770 

Hariomshiv, Inc. 

Goshen, IN 

1968 Lincolnway East 

Goshen, IN 46526 

574-533-8800 

K-1 Investment, LLC 

Greenfield, IN 

2271 William Way 

Greenfield, IN 46140 

317-467-0700 

73rd Hotel Partners, LLC 

Indianapolis Northwest/Park 100, IN 

5860 West 73rd Street 

Indianapolis, IN 46278 

317-290-6000 

105 S. Meridian Inc. 

Indianapolis-Downtown across from Circle 

105 S. Meridian St. 


317-261-1200 

New Indianapolis Hotels LLC 

Indianapolis-East, IN 

2311 North Shadeland Avenue 


317-359-9900 

ENN Indianapolis, L.L.C. 

Indianapolis-NE/Castleton, IN 

6817 E. 82nd Street 


317-576-0220 

HSC Hospitality, Inc. 

Indianapolis-South, IN 

7045 McFarland Blvd. 


317-889-0722 

North Pointe Development, LLC 

Indianapolis-SW/Plainfield, IN 

2244 East Perry Road 

Plainfield, IN 46168 

317-839-9993 

North Meridian Carmel Hotel, L.P. 

Indianapolis/Carmel, IN 

12197 N. Meridian Street 

Carmel, IN 46032 

317-843-1100 

MGA Family Group, Inc. 

Jasper, IN 

355 Third Avenue 

Jasper, IN 47546 

812-481-1888 

62LaPorte, LLC 

La Porte, IN 

1777 West High-Point Drive 

LaPorte, IN 46350 

219-362-6100 

Lafayette Suites Developers, L.P. 

Lafayette, IN 

3941 State Road 26 East 

Lafayette, IN 47905 

765-447-1600 

H.H.B., LLC 

Louisville-North/Clarksville, IN 

1501 Broadway 

Clarksville, IN 47129 

812-280-1501 

U.S. Hospitality, LLC 

Marion, IN 

1502 N. Baldwin Avenue 

Marion, IN 46952 

765-662-6656 

RLJ II HA Merrillville Lessee, LLC 

Merrillville, IN 

8353 Georgia Street 

Merrillville, IN 46410 

219-736-7600 

H.I. Heritage Inn of South Bend/Mishawaka, 

Inc. 

Mishawaka-South Bend Area, IN 

445 University Drive 

Mishawaka, IN 46545 

574-273-2309 

New Albany Hotels LLC 

New Albany, IN 

506 West Spring Street 

New Albany, IN 47150 

812-944-4600 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

60Portage, LLC 

Portage, IN 

6353 Melton Road 

Portage, IN 46368 

219-764-1919 

Encore Hotels of Princeton, LLC 

Princeton, IN 

107 S. Richland Creek Drive 

Princeton, IN 47670 

812-385-2400 

Choice Inn of Seymour, LLC 

Seymour, IN 

247 N. Sandy Creek Drive 

Seymour, IN 47274 

812-523-2409 

Jasbir Singh, Sushma Devi, SS Liquors Inc. 

Shelbyville, IN 

59 E. Rampart St. 

Shelbyville, IN 46176 

317-398-9100 

Ashford TRS Pool I LLC 

Terre Haute, IN 

3325 U.S. 41 South 

Terre Haute, IN 47802 

812-242-2222 

80Warsaw, LLC 

Warsaw, IN 

115 Robmar Drive 

Warsaw, IN 46580 

574-268-2600 

IOWA 

Ames Hospitality LLC 

Ames, IA 

1400 South Dayton Avenue 

Ames, IA 50010 

515-239-9999 

OCI Cedar Rapids, LLC 

Cedar Rapids, IA 

3265 6th Street, SW 

Cedar Rapids, IA 52404 

319-364-8144 

Kinseth Hospitality VI L.C. 

Council Bluffs, IA 

2204 River Road 

Council Bluffs, IA 51501 

712-328-2500 

OCI Properties III, LLC 

Des Moines-Airport, IA 

5001 Fleur Drive 

Des Moines, IA 50321 

515-287-7300 

West Des Moines Lodging Investors, LLC 

Des Moines-West, IA 

7060 Lake Drive 

West Des Moines, IA 50266 

515-223-4700 

Dodge Street Hotel Associates, L.C. 

Dubuque, IA 

3434 Dodge Street 

Dubuque, IA 52003 

563-690-2005 

Coralville Hotel Associates, L.C. 

Iowa City/Coralville, IA 

1200 First Avenue 

Coralville, IA 52241 

319-351-6600 

Rivercity Hospitality, Inc. 

Keokuk, IA 


Keokuk, IA 52632 

319-524-6700 

Sajni Lodging, Inc. 

Muscatine, IA - US 61 & University Ave 

3303 North Port Drive 

Muscatine, IA 52761 

563-264-3003 

Chrisbro, L.L.C. 

Waterloo, IA 

2034 La Porte Road 

Waterloo, IA 50702 

319-233-2044 

KANSAS 

Bosselman Inc. of Kansas 

Colby, KS 

1000 East Willow Drive 

Colby, KS 67701 

785-460-2333 

Derby Hotel, Inc. 

Derby, KS 

1701 Cambridge Street 

Derby, KS 67037 

316-425-7900 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Shiva Hotels, Inc. 

Garden City, KS 

2505 Crestway 

Garden City, KS 67846 

620-272-0454 

Shiva Hotels, Inc. 

Hays, KS 

4002 General Hays Rd. 

Hays, KS 67601 

785-621-4444 

Ishwar Patel & Thoutireddy (T.K.) Reddy 

HUTCHINSON, KS 

1401 1/2 East 11th Street 

Hutchinson, KS 67501 

620-665-9800 

R.P. BAPU. CO 

Junction City, KS 

1039 South Washington Street 

Junction City, KS 66441 

785-579-6950 

Tri-State Kansas Associates, LLC 

Kansas City-Village West, KS 

1400 Village West Parkway 

Kansas City, KS 66111 

913-328-1400 


Kansas City/Overland Park, KS 

10591 Metcalf Frontage Road 

Overland Park, KS 66212 

913-341-1551 

Shawnee Inn, Inc. 

Kansas City/Shawnee Mission, KS 

16555 Midland Drive 

Shawnee, KS 66217 

913-248-1900 

Magers Lodgings, Inc. 

LAWRENCE, KS 

2300 W. 6th Street 

Lawrence, KS 66049 

785-841-4994 

S & B Motels, Inc. 

Manhattan, KS 

501 E. Poyntz Avenue 

Manhattan, KS 66502 

785-539-5000 

Chaudhry's Investment Group 

OLATHE, KS 

12081 S. Strang Line Road 

Olathe, KS 66062 

913-393-1111 

S & B Motels, Inc. 

SALINA, KS 

401 West Schilling Road 

Salina, KS 67401 

785-823-9800 

Ellite Investments Inc. 

Topeka, KS 

1515 S.W. Arrowhead Rd 

Topeka, KS 66604 

785-228-0111 

H.I. Heritage Inn of Wichita, Inc. 

WICHITA-EAST, KS 

9449 E. Corporate Hills Dr. 

Wichita, KS 67207 

316-686-3576 

Wichita Hotel Partners, LLC 

WICHITA-WEST (AIRPORT AREA), KS 

3800 W. Kellogg Drive 


316-945-4100 

KENTUCKY 

Kapra, Inc. 

Ashland, KY 

1321 Cannonsburg Rd. 

Ashland, KY 41102 

606-928-2888 

Full House Inc. 

Bardstown, KY 

985 Chambers Blvd. 

Bardstown, KY 40004 

502-349-0100 


Bowling Green, KY 

233 Three Springs Road 

Bowling Green, KY 42104 

270-842-4100 

Carrollton Host, Inc. 

Carrollton, KY 

7 Slumber Lane 

Carrollton, KY 41008 

502-732-0700 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Steeplechase Hotel, LLC 

Cincinnati-Airport South, OH 

7393 Turfway Rd. 

Florence, KY 41042 

859-283-1600 

BCA Hospitality, Inc. 

Cincinnati-Airport/North, KY 

755 Petersburg Road 

Hebron, KY 41048 

859-689-1960 

Gateway Hotel, L.L.C. 

Cincinnati-Riverfront (DT Area), OH 

200 Crescent Avenue 

Covington, KY 41011 

859-581-7800 

James C. Handy 

Corbin, KY 

125 Adams Road 

Corbin, KY 40701 

606-523-5696 

Danville Host, LLC 

Danville, KY 

100 Montgomery Way 

Danville, KY 40422 

859-236-6200 

G.C. Inn, LLC 

Dry Ridge, KY 

1200 Cull Road 

Dry Ridge, KY 41035 

859-823-7111 

E-Town Motel Associates, LLC 

Elizabethtown, KY 

1035 Executive Drive 

Elizabethtown, KY 42701 

270-765-6663 

Five Star Hospitality, LLC 

Frankfort, KY 

1310 U.S. 127 South 

Frankfort, KY 40601 

502-223-7600 

Girson's Enterprises, Inc. 

Franklin, KY 

4010 Nashville Road 

Franklin, KY 42134 

270-598-8001 

Dhami, Sohal and Sehgal Properties LLC 

Horse Cave, KY 

750 Flint Ridge 

Horse Cave, KY 42749 

270-786-5000 

Barkley Lake Inn 

Kuttawa/Eddyville, KY 

62 Days Inn Drive 

Kuttawa, KY 42055 

270-388-5777 

Good Knight, LLC 

Lebanon, KY 

1125 Loretto Road 

Lebanon, KY 40033 

270-699-4000 

FLG Properties Kentucky, LLC 

Lexington - I-75, KY 

2251 Elkhorn Rd. 

Lexington, KY 40505 

859-299-2613 


REALTY, L.P. 

Lexington-South, KY 

3060 Lakecrest Circle 

Lexington, KY 40513 

859-223-0088 

Gleneagles Hotel Company, LLC 

Lexington/Georgetown, KY 

128 Darby Drive 

Georgetown, KY 40324 

502-867-4888 

Big Blue Enterprises, LLC 

London-North, KY 

200 Alamo Drive 

London, KY 40741 

606-864-0011 

OM SHANTI, INC. 

Louisville I-65 @ Brooks Rd., KY 

180 Willabrook Drive 

Brooks, KY 40109-5254 

502-957-5050 

Diamond Hospitality, LLC 

Louisville-Airport, KY 

800 Phillips Lane 

Louisville, KY 40209 

502-366-8100 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Grand Prix Floating Lessee LLC 

Louisville-Downtown, KY 

101 East Jefferson Street 


502-585-2200 

W. Malcolm Bryant, Sally B. Bryant 

Louisville-I-265 East, KY 

4100 Hampton Lake Way 


502-327-8880 

Mason Host, LLC 

Maysville, KY 

503 Market Place Drive 

Maysville, KY 41056 

606-759-0600 

Morehead Ventures, LLC 

Morehead, KY 

500 Hampton Way 

Morehead, KY 40351 

606-780-0601 

Owensboro Hotel Associates, Limited 

Partnership 

Owensboro, KY 

615 Salem Drive 

Owensboro, KY 42303 

270-926-2006 

Bailey Hotel, LLC 

Pikeville, KY 

831 Hambley Blvd 

Pikeville, KY 41501 

606-432-8181 

GHG Hotels, LLC 

Richmond, KY 

1099 Barnes Mill Road 

Richmond, KY 40475 

859-626-1002 

HPT Hotels, LLC 

Somerset, KY 

4141 S. Highway 27 

Somerset, KY 42501 

606-676-8855 

Phil G. Greer 

Williamsburg, KY 

510 Highway 92 W 

Williamsburg, KY 40769 

606-549-3775 

Progressive Hotel, Inc. 

Winchester, KY 

1025 Early Dr. 

Winchester, KY 40391 

859-745-2000 

LOUISIANA 

Gulf Breeze Hotel Corporation/LNRC 

Venture 

Baton Rouge-I-10 & College Drive 

4646 Constitution Avenue 

Baton Rouge, LA 70808 

225-926-9990 

Triumph Investment Group, LLC 

Baton Rouge/Denham Springs, LA 

201 Rushing Road West 

Denham Springs, LA 70726 

225-665-0555 

Northshore Hotel, LLC (fka: LA State Hotel 

Group, 

Covington/Mandeville, LA 

68700 Highway 190 Service Road 

Covington, LA 70433 

985-809-0019 

Shree Ganesh, L.L.C. 

Gonzales, LA 

2634 West Outfitters Drive 

Gonzales, LA 70737 

225-450-6999 

Sunray Hospitality, LLC 

Hammond, LA 

401 Westin Oak Drive 

Hammond, LA 70403 

985-419-2188 

Houma Inn, L.L.C. 

Houma, LA 

1728 Martin Luther King Blvd. 

Houma, LA 70360 

985-873-3140 

I-10 North Lafayette Hotel, LLC 

Lafayette, LA 

2144 West Willow Street 

Scott, LA 70583 

337-236-6161 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Cajun Lodging, L.L.C. 

Laplace, LA 


La Place, LA 70068 

985-652-5002 

Hotel Investors, L.L.C. 

Metairie, LA 

2730 North Causeway Boulevard 

Metairie, LA 70002 

504-831-7676 

J.R.J. Enterprises, Inc. 

Monroe, LA 

1407 Martin Luther King Jr. Drive 

Monroe, LA 71202 

318-361-9944 

Narendra R. (Neal) Patel 

NATCHITOCHES, LA 

5300 University Parkway 

Natchitoches, LA 71457 

318-354-0010 

Emporia L.C. 

New Orleans-Downtown (French Quarter 

Are 

226 Carondelet Street 

New Orleans, LA 70130 

504-529-9990 

Hotel St. Charles Avenue, L.L.C. 

New Orleans-St. Charles Ave./Garden Dist 

3626 St. Charles Ave. 


504-899-9990 

Ruston Hotels Limited, LLC 

Ruston, LA 

1315 North Trenton Street 

Ruston, LA 71270 

318-251-3090 

Narendra R. (Neal) Patel 

SHREVEPORT, LA 

5226 Monkhouse Drive 

Shreveport, LA 71109 

318-636-4447 

Bossier City Investors, LLC 

SHREVEPORT/BOSSIER CITY, LA 

1005 Gould Drive 

Bossier City, LA 71111 

318-752-1112 

Travel Choice, Inc. 

Slidell, LA 

56460 Frank Pichon Road 

Slidell, LA 70458 

985-726-9777 

Sunny Capital Management, L.P. 

Sulphur/Lake Charles, LA 

210 Henning Drive 

Sulphur, LA 70663 

337-527-0000 

MAINE 

Hamover Associates, Inc. 

Bangor/Bar Harbor, ME 

10 Bangor Mall Blvd. 

Bangor, ME 04401 

207-990-4400 

Peter Anastos 

Bath (Brunswick Area), ME 

140 Commercial Street 

Bath, ME 04530 

207-386-1310 

Ellsworth No. 1 LLC 

Ellsworth/Bar Harbor, ME 

6 Downeast Highway 

Ellsworth, ME 04605 

207-667-2688 

The Vickery Company, LLC 

Freeport/Brunswick, ME 

194 Lower Main Street 

Freeport, ME 04032 

207-865-1400 

Olympia Equity Investors XII/Millroc 

Hospitality P 

Portland-Airport, ME 

171 Philbrook Avenue 

South Portland, ME 04106 

207-773-4400 

BLD Hospitality, LLC 

Presque Isle, ME 


Presque Isle, ME 04769 

207-760-9292 

JVW Hotels, LLC 

Saco/Biddeford, ME 

48 Industrial Park Road 

Saco, ME 04072 

207-282-7222 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

The Vickery Company, LLC 

Waterville, ME 

425 Kennedy Memorial Drive 

Waterville, ME 04901 

207-873-0400 

MARYLAND 

Camden Square LLC 

Baltimore-Downtown-Convention Center, 

MD 

550 Washington Blvd. 

Baltimore, MD 21230 

410-685-5000 

Baltimore Washington Hotel Limited 

Partnership 

Baltimore-Washington Int'l Arpt, MD 

829 Elkridge Landing Rd. 

Linthicum, MD 21090 

410-850-0600 

Blissful Enterprises, Inc. 

Baltimore/Edgewood, MD 

2112 Emmorton Park Rd. 

Edgewood, MD 21040 

410-670-6000 


Baltimore/Glen Burnie, MD 

6617 Ritchie Hwy. 

Glen Burnie, MD 21061 

410-761-7666 

Glen Marsh, L.L.C. 

Baltimore/White Marsh, MD 

8225 Town Center Dr. 


410-931-2200 

Bowie Hotel Associates, LLC 

Bowie, MD 

15202 Major Lansdale Blvd. 

Bowie, MD 20716 

301-809-1800 

College Park Hospitality Group, LLC 

College Park, MD 

9670 Baltimore Avenue 

College Park, MD 20740 

301-345-2200 


Columbia, MD 

8880 Columbia 100 Parkway 

Columbia, MD 21045 

410-997-8555 

D & H Ventures, Inc. 

Easton, MD 

8058 Ocean Gateway 

Easton, MD 21601 

410-822-2200 

Amrut I. Patel and Nila Patel 

Elkton, MD 

2 Warner Road 

Elkton, MD 21921 

410-398-7777 

Prince William Hospitality Investors, L.L.C. 

Frederick, MD 

5311 Buckeystown Pike 

Frederick, MD 21704 

301-698-2500 

M.V. Patel 

Frostburg, MD 

11200 New George's Creek Road 

Frostburg, MD 21532 

301-689-1998 


Germantown/Gaithersburg, MD 

20260 Goldenrod Lane 

Germantown, MD 20876 

301-428-1300 

FALLING SPRING CORP. 

Hagerstown, MD 

1716 Dual Highway 

Hagerstown, MD 21740-6635 

301-739-6100 

Randy R. Morral and Michele W. Morral 

Hagerstown/Maugansville Area, MD 

18300 Peak Circle 

P.O. Box 2005 

Hagerstown, MD 21742 

240-420-1970 

Mt. Laurel Hospitality, L.L.C. 

Laurel, MD 

7900 Braygreen Road 

Laurel, MD 20708 

240-456-0234 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Lexington Park Hotel Partners, LLC 

Lexington Park, MD 

22211 Three Notch Road 

Lexington Park, MD 20653 

301-863-3200 

AMDM, LLC 

Salisbury, MD 

121 E. Naylor Mill Road 

Salisbury, MD 21804 

410-334-3080 

Hospitality Associates of Colesville, L.P. 

Silver Spring, MD 

8728-A Colesville Road 

Silver Spring, MD 20910 

301-588-5887 

Waldorf Hotel Partners, LLC 

Waldorf, MD 

3750 Crain Highway 

Waldorf, MD 20603 

301-632-9600 

Landover Hotel Partnership Limited 

Partnership 

Washington-I-95 (Largo), DC 

9421 Largo Drive West 

Largo, MD 20774 

301-499-4600 

MASSACHUSETTS 

OM SHRI AGASI MATA LLC 

Auburn, MA 

736 Southbridge Street 

Auburn, MA 01501 

774-221-0055 

Bedford Lodging Associates, LLC 

Bedford/Burlington, MA 

25 Middlesex Turnpike 

Billerica, MA 01821-3936 

978-262-9977 

Revere Hospitality, LLC 

Boston-Logan Airport, MA 

230 Lee Burbank Highway 

Revere, MA 02151 

781-286-5665 

NMG-Braintree Operating, LLC 

Boston/Braintree, MA 

215 Wood Road 

Braintree, MA 02184 

781-380-3300 

NATRAJ HOSPITALITY LLC 

Boston/Cambridge, MA 

191 Monsignor O'Brien Highway 

Cambridge, MA 02141 

617-494-5300 

DDH Hotel Natick/Speen, LLC 

Boston/Natick, MA 

319 Speen Street 

Natick, MA 01760 

508-653-5000 

Norwood Hospitality LLC 

Boston/Norwood, MA 

434 Providence Highway (Rt. 1) 

Norwood, MA 02062 

781-769-7000 


Boston/Peabody, MA 

59 Newbury Street - Route 1 North 

Peabody, MA 01960 

978-536-2020 


Boston/Woburn, MA 

315 Mishawum Road 

Woburn, MA 01801 

781-935-7666 

Hershal, LLC 

Chicopee/Springfield, MA 

600 Memorial Drive 

Chicopee, MA 01020 

413-593-1500 

LaFrance Hospitality, Corp. 

Fall River/Westport, MA 

53 Old Bedford Road 

Westport, MA 02790 

508-675-8500 

Claremont Franklin Inn, LLC 

Franklin/Milford, MA 

735 Union Street 

Franklin, MA 02038 

508-520-2999 

Parmar and Sons, Inc. 

Hadley/Amherst Area, MA 

24 Bay Road 

Hadley, MA 01035 

413-586-4851 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Buffalo-Marlborough Associates, LLC 

Marlborough, MA 

277 Boston Post Road West 

Marlborough, MA 01752 

508-787-9888 

Claremont Fairhaven Inn, LLC 

New Bedford/Fairhaven, MA 

1 Hampton Way 

Fairhaven, MA 02719 

508-990-8500 

Raynham Hotel LLC 

Raynham/Taunton, MA 

600 New State Highway 

Raynham, MA 02767 

508-822-6222 

Darling Development Corporation 

Seekonk, MA 

1030 Fall River Avenue 

Seekonk, MA 02771 

508-336-9000 

SDP Partners, LLC 

Sturbridge, MA 


Sturbridge, MA 01566 

508-347-6466 

Springfield Welcome, LLC 

West Springfield, MA 

1011 Riverdale St. 

West Springfield, MA 01089 

413-732-1300 

Worcester Hospitality Group, LLC 

Worcester, MA 

110 Summer St. 

Worcester, MA 01608 

508-757-0400 

MICHIGAN 

FIRST AAN, LLC 

Ann Arbor-North, MI 

2300 Green Road 

Ann Arbor, MI 48105 

734-996-4444 

ENN Ann Arbor, L.L.C. 

Ann Arbor-South, MI 

925 Victors Way 

Ann Arbor, MI 48108 

734-665-5000 

H.I. Heritage Inn of Battle Creek, Inc. 

Battle Creek, MI 

1150 Riverside Drive 

Battle Creek, MI 49017 

269-979-5577 

Birch Run Properties, Ltd. 

Birch Run/Frankenmuth, MI 

12130 Tiffany Blvd. 

Birch Run, MI 48415 

989-624-2500 

Cal Tex Hospitality LLC 

Coldwater, MI 

391 North Willowbrook Road 

Coldwater, MI 49036 

517-279-9800 

Full House Properties, Inc. 

Detroit/Auburn Hills, MI 

1461 N. Opdyke Rd. 

Auburn Hills, MI 48326 

248-370-0044 

Belleville Nights, Inc. 

Detroit/Belleville-Airport Area, MI 

46280 N. I-94 Service Drive 

Belleville, MI 48111 

734-699-2424 


Detroit/Madison Heights/South Troy, MI 

32420 Stephenson Hwy. 

Madison Heights, MI 48071 

248-585-8881 


Detroit/Northville, MI 

20600 Haggerty Rd. 

Northville, MI 48167 

734-462-1119 

Commerce Hospitality Management, Inc. 

Detroit/Novi @ 14 Mile Road, MI 

169 Loop Road 

Novi, MI 48390 

248-624-8100 

AM Best Hospitality, Inc. 

Detroit/Roseville, MI 

33680 Gratiot Avenue 

Clinton Township, MI 48035 

586-792-1500 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

First Northwestern Corp., Inc. 

Detroit/Southfield, MI 

27500 Northwestern Highway 

Southfield, MI 48034-4723 

248-356-5500 

Shelby Hospitality Management, Inc. 

Detroit/Utica-Shelby Township, MI 

51620 Shelby Parkway 

Shelby Township, MI 48315 

586-731-4267 

ENN East Lansing, L.L.C. 

East Lansing, MI 

2500 Coolidge Road 

East Lansing, MI 48823 

517-324-2072 

Gaylord Properties, Ltd. 

Gaylord, MI 

230 Dickerson Road 

Gaylord, MI 49735 

989-731-4000 


Grand Rapids-North, MI 

500 Center Dr. NW 

Grand Rapids, MI 49544 

616-647-1000 

Karl D. Carlton and Gladys A. Carlton 

(husband and 

Grand Rapids-South/Wyoming, MI 

755 54th Street SW 

Wyoming, MI 49509 

616-261-5500 

HIH, Inc. 

Holland, MI 

12427 Felch Street 

Holland, MI 49424 

616-399-8500 


REALTY, L.P. 

Jackson, MI 

2225 Shirley Drive 

Jackson, MI 49202 

517-789-5151 

H.I. Heritage Inn of Kalamazoo, Inc. 

Kalamazoo, MI 

1550 E. Kilgore Road 

Kalamazoo, MI 49001 

269-344-7774 

Lansing AFG, LLC 

Lansing, MI 

525 North Canal Rd 

Lansing, MI 48917 

517-627-8381 

Tri-State Michigan Associates, LLC 

Marshall, MI 

325 Sam Hill Drive 

Marshall, MI 49068 

269-789-0131 

Alpine Holdings, L.L.C. 

Midland, MI 

6701 Eastman Avenue 

Midland, MI 48642 

989-837-4000 

Buddy, LLC 

Monroe, MI 

1565 North Dixie Highway 

Monroe, MI 48162 

734-289-5700 


Mt. Pleasant, MI 

5205 E. Pickard 

Mount Pleasant, MI 48858 

989-772-5500 

West Michigan Hotel Limited Liability 

Company 

Muskegon, MI 

1401 East Ellis Road 

Muskegon, MI 49444 

231-799-8333 

PH Hospitality, Inc. 

Port Huron, MI 

1655 Yeager Street 

Port Huron, MI 48060 

810-966-9000 

M and M South Haven LLC 

South Haven, MI 

04299 Cecilia Drive 

South Haven, MI 49090 

269-639-8550 

Stevensville Hotel Limited Liability Company 

St. Joseph I-94, MI 

5050 Red Arrow Hwy 

Stevensville, MI 49127 

269-429-2700 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Midwest Hospitality Partners, Inc. 

Sturgis-Lagrange Area, MI 

71451 S. Centerville Road 

Sturgis, MI 49091 

269-651-4210 

125Eastbay, LLC 

Traverse City, MI 

1000 U.S. 31 North 

Traverse City, MI 49686 

231-946-8900 

MINNESOTA 

Canal Properties, Inc. 

Duluth, MN 

310 Canal Park 

Duluth, MN 55802 

218-720-3000 

Greischar and Torgerson III, LLC 

Fairmont, MN 

100 Hampton Dr. 

Fairmont, MN 56031-0922 

507-235-2626 

Forstrom and Torgerson HNW, L.L.C. 

Minneapolis-NW (Maple Grove), MN 

7745 Elm Creek Blvd. N. 

Maple Grove, MN 55369 

763-494-4498 


Minneapolis/Bloomington (Apt Area) 

4201 American Blvd. W. 

Bloomington, MN 55437-1120 

952-835-6643 

H.I. Heritage Inn of Burnsville, Inc. 

Minneapolis/Burnsville, MN 

14400 Nicollet Court 

Burnsville, MN 55306 

952-435-6366 

Eagan Lodging Investors II, LLC 

Minneapolis/Eagan, MN 

3000 Eagandale Place 

Eagan, MN 55121 

651-688-3343 

Eden Prairie HHP-II, LLC 

Minneapolis/Eden Prairie, S.W., MN 

7740 Flying Cloud Drive 

Eden Prairie, MN 55344 

952-942-9000 


Minneapolis/Minnetonka, MN 

10420 Wayzata Boulevard 

Minnetonka, MN 55305 

952-541-1094 

WKS Shakopee LLC 

Minneapolis/Shakopee, MN 

4175 Dean Lakes Blvd. 

Shakopee, MN 55379 

952-641-3600 

Forstrom and Torgerson, L.L.P. 

Minneapolis/St. Paul-North, MN 

1000 Gramsie Road 

Shoreview, MN 55126 

651-482-0402 

H.I. Heritage Inn of Woodbury, Inc. 

Minneapolis/St. Paul-Woodbury, MN 

1450 Weir Drive 

Woodbury, MN 55125 

651-578-2822 

Rochester Lodging Partners, a Wisconsin 

Limited Pa 

Rochester, MN 

1755 South Broadway 

Rochester, MN 55904 

507-287-9050 

MISSISSIPPI 

PRIME INNS, INC. 

Batesville, MS 

103 Lakewood Drive 

Batesville, MS 38606 

662-578-5555 

Twin Peaks, LLC 

Biloxi-Beach Boulevard, MS 

1138 Beach Boulevard 

Biloxi, MS 39530 

228-435-9010 

Arbuda Global Hotel, LLC 

Biloxi/Ocean Springs, MS 

13921 Big Ridge Road 

Biloxi, MS 39532 

228-872-6370 

KO-AM, LLC 

Brookhaven, MS 


Brookhaven, MS 39601-7788 

601-823-3800 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Yagnapurush, LLC 

Canton, MS 

133 Soldier Colony Road 

Canton, MS 39046 

601-859-8700 

Chawla Inns, Inc. 

Cleveland, MS 

912 North Davis (Highway 61 North) 

Cleveland, MS 38732 

662-846-2915 

Little Properties, Inc. 

Corinth, MS 

2107 Highway 72 West 

Corinth, MS 38834 

662-286-5949 

Dr. V.K. Chawla 

Greenville, MS 

1155 VFW Road 

Greenville, MS 38701 

662-335-7515 

Chawla Lodging, Inc. 

Greenwood, MS 


Greenwood, MS 38930 

662-455-7985 

Michael L. Shular 

Gulfport, MS 


PO Box 3301 

Gulfport, MS 39503 

228-868-3300 


Hattiesburg, MS 

4301 Hardy Street 

Hattiesburg, MS 39402 

601-264-8080 

Capital City Hotel Investors, LLC 

Jackson-North, MS 

465 Briarwood Dr. 

Jackson, MS 39206 

601-956-3611 

Raj's Lodging, Inc. 

Jackson/Clinton, MS 

493 Springridge Road 

Clinton, MS 39056 

601-925-9393 

Shriji Flowood, LLC 

Jackson/Flowood (Airport Area), MS 

115 Hospitality Drive 

Flowood, MS 39232 

601-709-5200 

Neelam Funding, Inc. 

Jackson/Pearl-International Airport, MS 

1234 Phillips Street 

Pearl, MS 39208 

601-932-7676 


Memphis/Southaven, MS 

390 Goodman Road W 

Southaven, MS 38671 

662-349-8855 

Budget Inns, Inc. 

Meridian, MS 

103 US Highway 11 & 80 

Meridian, MS 39302 

601-483-3000 

Janlis MS, LLC 

Moss Point, MS 

6730 Hwy 63 North 

Moss Point, MS 39563 

228-246-0777 

New Albany Hospitality, L.L.C. 

New Albany, MS 

320 Coulter Cove 

New Albany, MS 38652 

662-534-7722 

Desoto Inns, Inc. 

Olive Branch, MS 

6830 Crumpler Blvd. 

Olive Branch, MS 38654 

662-893-7600 

Jay Investments, LLC 

Oxford-West, MS 

110 Heritage Drive 

Oxford, MS 38655 

662-232-2442 

Starkville Hotel Group I, LLC 

Starkville, MS 


Starkville, MS 39759 

662-324-1333 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

A7 Services Tupelo, L.P. 

Tupelo, MS 

1516 McCullough Blvd. 

Tupelo, MS 38804 

662-840-8300 

Chawla Holdings, Inc. 

Yazoo City, MS 

2161 Grand Avenue 

Yazoo City, MS 39194 

662-746-3333 

MISSOURI 

Magers Lodgings, Inc. 

Branson On the Strip, MO 

3695 W. 76 Country Blvd 

Branson, MO 65616 

417-337-5762 

BH Hotel, L.L.C. 

Branson/Branson Hills, MO 

200 South Payne Stewart Drive 

Branson, MO 65616 

417-243-7800 

DDC Hotels, Inc. 

Cape Girardeau, MO 

103 Cape West Parkway 

Cape Girardeau, MO 63701 

573-651-3000 

Town Creek Plaza, LLC 

Clinton, MO 

900 Kansas Avenue 

Clinton, MO 64735 

660-885-4488 

Columbia Lodging Partners Limited 

Partnership 

Columbia, MO 

3410 Clark Lane 

Columbia, MO 65202 

573-886-9392 

V & R Motel, L.L.C. 

Farmington, MO 

850 Valley Creek Drive 

Farmington, MO 63640 

573-760-8700 

Labella Enterprises, Inc. 

Jefferson City-@ Capital Mall, MO 

4800 Country Club Drive 

Jefferson City, MO 65109-4542 

573-634-7440 

{000011-999987 00176898.DOC; 2} 

March 2011 


RS JOPLIN 36 LLC 

Joplin, MO 

3107 East 36th Street 

Joplin, MO 64804 

417-659-9900 


Kansas City-Airport, MO 

11212 North Newark Circle 

Kansas City, MO 64153 

816-464-5454 

Frederick LURE LLC 

Kansas City-Lees Summit, MO 

1751 NE Douglas Street 

Lee's Summit, MO 64086 

816-347-8600 

Blue Spring Hospitality, LLC 

Kansas City/Blue Springs, MO 

900 NW South Outer Road 

Blue Springs, MO 64015 

816-220-3844 

Apple Nine Services Kansas City, Inc. 

Kansas City/Liberty, MO 

8551 Church Rd. 


816-415-9600 

Maa Amba, Inc. 

Kansas City/Near Worlds of Fun, MO 

4233 N. Corrington Avenue 


816-452-1010 

Dream, Inc. 

Lebanon, MO 

930 Ivey Lane 

Lebanon, MO 65536 

417-533-3100 

Reena, Inc. 

Rolla, MO 

2201 N. Bishop 

Rolla, MO 65401 

573-308-1060 

EAS Investment Enterprises, Inc. 

Springfield-South, MO 

3232 S. Glenstone 

Springfield, MO 65804 

417-882-6611

EXHIBIT A 

H.I. Heritage Inn of St. Joseph, Inc. 

St. Joseph, MO 

3928 Frederick Boulevard 

Saint Joseph, MO 64501 

816-390-9300 

Drury Development Corporation 

St. Louis-Airport, MO 

10820 Pear Tree Lane 

Saint Louis, MO 63074 

314-429-2000 

Apple Nine Services St. Louis, Inc. 

St. Louis-Downtown (At the Gateway Arch) 

333 Washington Avenue 


314-621-7900 

Drury 141, L.L.L.P. 

St. Louis-I-44 Southwest (Near Six Flags 

9 Lambert Drury Place 


636-529-9020 

Chesterfield Lodging, L.L.C. 

St. Louis/Chesterfield, MO 

16201 Swingley Ridge Road 

Chesterfield, MO 63017-1798 

636-537-2500 

Florissant Hotel Associates, LLC 

St. Louis/NW I-270 (Florissant), MO 

55 Dunn Rd. 

Florissant, MO 63031 

314-839-2200 

St. Charles Lodging Associates L.L.C. 

St. Louis/St. Charles, MO 

3720 West Clay Street 

Saint Charles, MO 63301 

636-947-6800 

Nismark, L.L.C. 

St. Louis/Sunset Hills, MO 

1580 South Kirkwood Road 


314-984-8181 


St. Louis/Westport, MO 

2454 Old Dorsett Rd. 

Maryland Heights, MO 63043 

314-298-7878 

Ehrhardt's Lebanon L.L.C. 

St. Robert/Ft. Leonard Wood, MO 

103 St. Robert Plaza 

Saint Robert, MO 65584 

573-336-3355 

MONTANA 

Billings Lodging Investors, LLC 

Billings, MT 

5110 Southgate Drive 

Billings, MT 59101 

406-248-4949 

Westmont Corporation 

Bozeman, MT 

75 Baxter Lane 

Bozeman, MT 59715 

406-522-8000 

Mile High Ventures, L.L.C. 

Butte, MT 

3499 Harrison Avenue 

Butte, MT 59701 

406-494-2250 

Great Falls Lodging Investors, LLC 

Great Falls, MT 

2301 14th Street SW 

Great Falls, MT 59404 

406-453-2675 

DePere Inn, LLC 

Helena, MT 

725 Carter Drive 

Helena, MT 59601 

406-443-5800 

Spring Creek Development L.L.C. 

Kalispell, MT 


Kalispell, MT 59901 

406-755-7900 

Warren Resort Hotels, Inc. 

Missoula, MT 

4805 N. Reserve 

Missoula, MT 59808 

406-549-1800 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

NEBRASKA 

Royal Motels, Inc. 

Bellevue, NE 

3404 Samson Way 

Bellevue, NE 68123 

402-292-1607 

Yogi Motel, Inc. 

Grand Island, NE 

504 North Diers Avenue 

Grand Island, NE 68803 

308-384-9777 

Mid-Plains Hospitality Group, Inc. 

Kearney, NE 

118 3rd Avenue 

Kearney, NE 68845 

308-234-3400 


Lincoln-Airport I-80, NE 

1301 West Bond Circle 

Lincoln, NE 68521 

402-474-2080 

Harbinger Hotels, L.L.C. 

Lincoln-South/Heritage Park, NE 

5922 Vandervoort Drive 


402-420-7800 

Paul J. Younes 

Norfolk, NE 


Norfolk, NE 68701 

402-379-3585 

4th Generation Development, Inc. 

North Platte, NE 

200 Platte Oasis Parkway 

North Platte, NE 69101 

308-534-6000 

CH Omaha Hotel Partners, LLC 

Omaha-Westroads Mall, NE 

9720 West Dodge Road 

Omaha, NE 68114-2325 

402-391-5300 

Omaha Global Hotel, LLC 

Omaha/West, NE 

17606 Arbor Plaza 

Omaha, NE 68130 

402-330-9500 

Pair-A-Dice Properties VIII,LLC 

York, NE 

309 West David Drive 

York, NE 68467 

402-362-0222 

NEVADA 

4955-75 South Industrial Road Holdings, 

LLC 

Las Vegas-Tropicana, NV 

4975 S. Dean Martin Dr. 

Las Vegas, NV 89118-1656 

702-948-8100 

Craig Properties, LLC 

Las Vegas/North Speedway, NV 

2852 East Craig Road 

North Las Vegas, NV 89030 

702-655-0111 

N.W.H., LTD. 

Las Vegas/Summerlin, NV 

7100 Cascade Valley Court 

Las Vegas, NV 89128 

702-360-5700 

NEW HAMPSHIRE 

Concord Hotel Investors, LLC 

Concord/Bow, NH 

515 South Street 

Bow, NH 03304 

603-224-5322 

LaFrance Bowden Hospitality, LLC 

Dover, NH 

9 Hotel Drive 

Dover, NH 03820 

603-516-5600 

Murphy Littleton, LLC 

Littleton, NH 

580 Meadow Street 

Littleton, NH 03561 

603-444-0025 

Olympia Equity Investors XXIII, LLC 

Nashua, NH 

407 Amherst Street 

Nashua, NH 03063 

603-883-5333 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

MillRoc Portsmouth NH, LLC 

Portsmouth, NH 

99 Durgin Lane 

Portsmouth, NH 03801 

603-431-6111 

NEW JERSEY 

Rising Sun Hotels of NJ, LLC 

Bordentown, NJ 

2004 Route 206 

Bordentown, NJ 08505 

609-298-4000 

SHRI SAI DEV. L.L.C. 

Burlington/Mt. Holly, NJ 

2024 Route 541, RD 1 

Westampton, NJ 08060 

609-702-9888 

Calandra Enterprises, Inc. 

Carlstadt-at the Meadowlands, NJ 

304 Paterson Plank Road 

Carlstadt, NJ 07072 

201-935-9000 

SHRI SAI VOORHEES L.L.C. 

Cherry Hill/Voorhees, NJ 

121 Laurel Oak Road 

Voorhees, NJ 08043 

856-346-4500 

Franklin Hotel Associates, L.L.C. 

Clinton, NJ 

16 Frontage Drive 

Clinton, NJ 08809 

908-713-4800 

Roma Hotel Associates L.L.C. 

Denville (Parsippany Area), NJ 

350 Morris Avenue 

Denville, NJ 07834 

973-664-1050 

Bhavi Motel, L.L.C. 

East Windsor, NJ 

384 Monmouth Street 

East Windsor, NJ 08520 

609-426-1600 

Flemington Investors, L.P. 

Flemington, NJ 

14-B Royal Road 

Flemington, NJ 08822 

908-284-9427 

Ghanshyam Hospitality LLC 

Linden, NJ 

501 West Edgar Rd. 

Linden, NJ 07036 

908-862-3222 

Ratan Realty LLC 

Newark-Airport, NJ 

1128-38 Spring St. 

Elizabeth, NJ 07201 

908-355-0500 

4H Inns LLC 

North Brunswick, NJ 

841 Georges Road 

North Brunswick, NJ 08902 

732-246-3555 

HHC TRS FP Portfolio, LLC 

Parsippany, NJ 

1 Hilton Court 

Parsippany, NJ 07054 

973-290-9058 

Pennsville Hotel Corporation 

Pennsville (Wilmington Area), NJ 

429 North Broadway 

Pennsville, NJ 08070 

856-351-1700 

Akshar Hospitality, LLC 

Philadelphia/Bridgeport, NJ 

2 Pureland Drive 

Swedesboro, NJ 08085 

856-467-6200 

Swaminarayan Holdings LLC 

Philadelphia/Mt. Laurel, NJ 

5000 Crawford Place 

Mount Laurel, NJ 08054 

856-778-5535 

Scotto Princeton, LLC 

Princeton, NJ 

4385 US 1 South 

Princeton, NJ 08540 

609-951-0066 

V. Y. Investment Corp. 

Ridgefield Park, NJ 

100 Route 46 East 

Ridgefield Park, NJ 07660 

201-641-2900 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 


Secaucus (Meadowlands Area), NJ 

250 Harmon Meadows Blvd. 

Secaucus, NJ 07094 

201-867-4400 

JAY LAXMI VISHNU, LLC 

Somerset, NJ 

255 Davidson Ave. 

Somerset, NJ 08873 

732-563-1600 

Buffalo-SPNJ Associates, LLC 

South Plainfield, NJ 

205 New World Way 

South Plainfield, NJ 07080 

908-561-2600 

Turnersville Hospitality, LLC 

Turnersville (Philadelphia Area), NJ 

5800 Black Horse Pike 

Blackwood, NJ 08012 

856-228-4200 

Woodbridge Hotel Investors Inc. 

Woodbridge, NJ 

370 Route 9 North 

Woodbridge, NJ 07095 

732-855-6900 

NEW MEXICO 

OTERO COUNTY MOTEL COMPANY, INC. 

Alamogordo, NM 

1295 Hamilton Road 

Alamogordo, NM 88310 

575-439-1782 

FDA Albuquerque, N.M. Hospitality, LLC 

Albuquerque-Airport, NM 

2231 Yale Blvd., SE 

Albuquerque, NM 87106 

505-246-2255 

Albuquerque HHP-II, LLC 

Albuquerque-North, NM 

5101 Ellison, NE 


505-344-1555 

Terrapin Operator ABQ East, LLC 

Albuquerque-University (UNM), NM 

2300 Carlisle NE 


505-837-9300 

Padda Hotels, LLC 

Clovis, NM 

2212 E. Mabry Drive 

Clovis, NM 88101 

575-763-3300 

Deming Lodging Inc. 

Deming, NM 

3751 E Cedar Street 

Deming, NM 88030 

575-546-2022 

Yogi Corporation 

Gallup-West, NM 

111 Twin Buttes Road 

Gallup, NM 87301 

505-722-7224 

Michael L. Shular 

Las Cruces, NM 

755 Avenida de Mesilla 

Las Cruces, NM 88005 

575-526-8311 

Optima Hospitality, Inc., 

Lordsburg, NM 

412 Wabash 

Lordsburg, NM 88045 

575-542-8900 

Nutwood Hospitality, LLC 

Santa Fe, NM 

3625 Cerrillos Road 

Santa Fe, NM 87505 

505-474-3900 

Allied Hotels Group LLC 

Santa Rosa, NM 

2475 Historic Rt 66 

Santa Rosa, NM 88435 

575-472-2300 

4ZL, LLC 

Taos, NM 

1515 Paseo del Pueblo Sur 

Taos, NM 87571 

575-737-5700 

Ram-Kabir, Inc. 

Tucumcari, NM 

3409 E. Tucumcari Blvd. 

Tucumcari, NM 88401 

575-461-1111 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

NEW YORK 

Grand Prix Floating Lessee LLC 

Albany/Latham, NY 

981 Loudon Road 

Cohes, NY 12047 

581-785-0000 


Albany-Wolf Road (Airport), NY 

10 Ulenski Drive 

Albany, NY 12205 

518-438-2822 

Oxford Hospitality LLC 

Batavia, NY 


Batavia, NY 14020 

585-815-0475 


REALTY, L.P. 

Binghamton/Johnson City, NY 

630 Field Street 

Johnson City, NY 13790 

607-729-9125 

Buffalo-Walden, LLC 

Buffalo-Airport/Galleria Mall, NY 

1745 Walden Avenue 

Cheektowaga, NY 14225 

716-894-8000 

Slade Group, LLC 

Buffalo-South/I-90, NY 

1750 Ridge Road 

West Seneca, NY 14224 

716-824-2030 

East Aurora, LLC 

Buffalo/East Aurora, NY 

49 Olean Street 

East Aurora, NY 14052 

716-655-3300 

Village Lodging Associates, LLC 

Buffalo/Williamsville, NY 


Williamsville, NY 14221 

716-632-0900 

Millennium Hospitality, LLC 

Clifton Park, NY 

620 Plank Road 

Clifton Park, NY 12065 

518-373-2345 

{000011-999987 00176898.DOC; 2} 

March 2011 


Painted Post Lodging Associates, LLC 

Corning, NY 

9775 Victory Highway 

Painted Post, NY 14870 

607-936-3344 

Cortland Lodging Associates, LLC 

Cortland, NY 

26 River Street 

Cortland, NY 13045 

607-662-0007 

BFH II, LLC 

Elmira/Horseheads, NY 

51 Arnot Road 

Horseheads, NY 14845 

607-795-3333 

Lordi, Inc. 

Fishkill, NY 

544 Route 9 

Fishkill, NY 12524 

845-896-4000 

RLJ II - HA Garden City Lessee, LLC 

Garden City, NY 

1 North Avenue 

Garden City, NY 11530 

516-227-2720 

Lake Street Hotel, LLC 

Geneva, NY 

43 Lake Street 

Geneva, NY 14456 

315-781-2035 

MM Woodbury Hotel, Inc. 

Harriman/Woodbury, NY 

60 Centre Drive 

Central Valley, NY 10917 

845-782-9600 

LNH Hospitality, Inc. 

Ithaca, NY 

337 Elmira Road 

Ithaca, NY 14850 

607-277-5500 

Westbury Hotel, LLC 

Jericho/Westbury, NY 

120 Jericho Turnpike 

Jericho, NY 11753 

516-997 2000

EXHIBIT A 

Kingston Hospitality, Inc. 

Kingston, NY 

1307 Ulster Avenue 

Kingston, NY 12401 

845-382-2600 

44 Long Island One, LLC 

Long Island/Brookhaven, NY 

2000 North Ocean Avenue 

Farmingville, NY 11738 

631-732-7300 

Commack CHI, LLC 

Long Island/Commack, NY 

680 Commack Rd. 

Commack, NY 11725 

631-462-5700 


Long Island/Islandia, NY 

1600 Veterans Memorial Highway 

Islandia, NY 11749 

631-234-0400 

MMG-35 Operator LLC 

Manhattan-35th Street/Empire State Bldg, 

59 W. 35th Street 

New York, NY 10001 

212-564-3688 

HHMLP Herald Square, LLC 

Manhattan-Madison Square Garden Area, 

NY 

116 West 31st Street 

New York, NY 10001-3401 

212-947-9700 

Seaport T.R.S., LLC 

Manhattan-Seaport-Financial District, NY 

320 Pearl Street 


212-571-4400 

SoHo 54, LLC 

Manhattan-SoHo, NY 

54 Watts Street 


212-226-6288 

44 Chelsea Delaware, LLC 

Manhattan/Chelsea, NY 

108 West 24th Street 


212-414-1000 

HHLP DUO ONE LESSEE, LLC 

Manhattan/Times Square South, NY 



212-967-2344 

High Hotels, Ltd. 

Middletown, NY 

20 Crystal Run Crossing 

Middletown, NY 10941 

845-344-3400 

Rising Sun of Nanuet, LLC 

Nanuet, NY 

260 West Route 59 

Nanuet, NY 10954 

845-623-0900 

Field Family Associates, LLC 

New York-JFK Apt(Jamaica/Queens),NY 

144-10 135th Avenue 

Jamaica, NY 11436 

718-322-7500 

LaGuardia Express LLC 

New York-LaGuardia Airport, NY 

102-40 Ditmars Blvd 

East Elmhurst, NY 11369 

718-672-6600 

RPH Hotels 51st Street Owner, LLC 

New York/Manhattan-Times Square North, 

N 

851 Eighth Avenue 


212-581-4100 

92 M. M. Motel, Inc. 

Newburgh/West Point (Stewart Arpt), NY 

1292 Route 300 

Newburgh, NY 12550 

845-567-9100 

REHC 1, Inc. 

Niagara Falls, NY 

501 Rainbow Boulevard 

Niagara Falls, NY 14303 

716-285-6666 

Olean Lodging Associates, LLC 

Olean, NY 


Olean, NY 14760 

716-375-1000 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

MTL, LLC 

Oneonta, NY 

225 River Street 

Oneonta, NY 13820 

607-433-9000 

Owego Associates, Inc. 

Owego, NY 

1030 State Route 17C 

Owego, NY 13827 

607-687-4600 

WNC Greece Company, LLC 

Rochester-North, NY 

500 Center Place Drive 

Rochester, NY 14615 

585-663-6070 

MATA HOSPITALITY, LLC 

Rochester/Irondequoit, NY 

1323 East Ridge Road 

Rochester, NY 14621 

585-339-3500 

CE Webster LLC 

Rochester/Webster, NY 

878 Hard Road 

Webster, NY 14580 

585-671-2050 

Schenectady Hotel, LLC 

Schenectady, NY 

450 State Street 

Schenectady, NY 12305 

518-377-4500 

East Syracuse HHP-II, LLC 

Syracuse-Carrier Circle I-90, NY 

6605 Old Collamer Road 

East Syracuse, NY 13057 

315-463-6443 

ETNA Development Co. 

Syracuse-North (Airport Area), NY 

417 7th North Street 

Liverpool, NY 13088 

315-457-9900 

Nayana, Inc. 

Syracuse/Clay, NY 

3948 State Route 31 

Liverpool, NY 13090 

315-622-3443 

{000011-999987 00176898.DOC; 2} 

March 2011 


Marsh Enterprises, LLC 

Utica, NY 

172 - 180 North Genessee Street 

Utica, NY 13501 

315-733-1200 

Peppercorn Lodging Company 

Watertown, NY 

155 Commerce Park Drive 

Watertown, NY 13601 

315-782-2222 


White Plains/Tarrytown, NY 

200 West Main Street 

Elmsford, NY 10523 

914-592-5680 

NORTH CAROLINA 

Shayona 2007, Inc. 

Albemarle, NC 

2300 U.S. Highway 52 North 

Albemarle, NC 28001 

704-985-1111 

Asheboro Hospitality, LLC 

Asheboro, NC 

1137 E. Dixie Drive 

Asheboro, NC 27203 

336-625-9000 

South Asheville Hotel Associates, LLC 

Asheville - I-26 Biltmore Sq., NC 

One Rocky Ridge Road 

Asheville, NC 28806 

828-667-2022 

South Asheville Hotel Associates Limited 

Partnersh 

Asheville-Tunnel Rd., NC 

204 Tunnel Road 

Asheville, NC 28805 

828-255-9220 

Kinderton Inn, LLC 

Bermuda Run/Advance I-40, NC 

196 NC Hwy 801 North 

Advance, NC 27006 

336-998-3480 

ACC Boone, LLC 

Boone, NC 


Boone, NC 28607 

828-264-0077

EXHIBIT A 

Khadijah's, Inc. 

Brevard, NC 

275 Forest Gate Dr. 

Pisgah Forest, NC 28768 

828-883-4800 

Tarheel Lodging, LLC 

Chapel Hill, NC 

1740 North Fordham Blvd 

Chapel Hill, NC 27514 

919-968-3000 

Lake Norman Hotel, Inc. 

Charlotte-North/Lake Norman, NC 

19501 Statesville Road 

Cornelius, NC 28031 

704-892-9900 

IA Winston Hotels Charlotte TRS, L.L.C. 

Charlotte-University Place, NC 

8419 N. Tryon Street 

Charlotte, NC 28262 

704-548-0905 

Smith/Curry Hotel Group Uptown, LLC 

Charlotte-Uptown, NC 

530 Dr. Martin Luther King Jr. Blvd 


704-373-0917 

Montcross Hotel Associates, LLC 

Charlotte/Belmont at Montcross, NC 

820 Cecilia Alexander Dr. 

Belmont, NC 28012 

704-825-6100 


Charlotte/Gastonia, NC 

1859 Remount Road 

Gastonia, NC 28054 

704-866-9090 


Charlotte/Matthews, NC 

9615 Independence Pointe Pkwy 

Matthews, NC 28105 

704-841-1155 

SREE-TBM-Monroe, L.L.C. 

Charlotte/Monroe, NC 

2368 Roland Drive 

Monroe, NC 28110 

704-220-2200 

JCCC, INC. 

Cherokee, NC 

185 Tsalagi Road 

PO Box 1926 

Cherokee, NC 28719 

828-497-3115 

Apple Eight Services Concord, Inc. 

Concord/Kannapolis, NC 

612 Dickens Place NE 

Concord, NC 28025 

704-793-9700 


Dunn, NC 

100 Jesse Tart Circle 

Dunn, NC 28334 

910-892-4333 

Innkeeper Motor Lodge of Raleigh, Inc. 

Eden, NC 

724 S. Van Buren Road 

Eden, NC 27288 

336-627-1111 

Edenton Hospitality Group, LLC 

Edenton, NC 


Edenton, NC 27932 

252-482-3500 

First Investment Associates of Elizabeth 

City, LLC 

Elizabeth City, NC 

402 Halstead Boulevard 

Elizabeth City, NC 27909 

252-333-1800 

Fayetteville Choice Properties, Inc. 

Fayetteville-Cross Creek Mall, NC 

1700 Skibo Road 

Fayetteville, NC 28303 

910-487-4006 


Fayetteville-I-95, NC 

1922 Cedar Creek Road 

Fayetteville, NC 28312-9542 

910-323-0011 

MNM Hotels, LLC 

Franklin, NC 

244 Cunningham Road 

Franklin, NC 28734 

828-369-0600 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 


Goldsboro, NC 

905 N. Spence Avenue 

Goldsboro, NC 27534 

919-778-1800 

Medalist Properties 8, LLC 

Greensboro-Airport, NC 

7803 National Service Road 

Greensboro, NC 27409 

336-605-5500 

NCR Hospitality Corporation 

Greensboro-East/McLeansville, NC 

903 Knox Road 

McLeansville, NC 27301 

336-544-3333 

Greensboro HHP-II, LLC 

Greensboro-Four Seasons, NC 

2004 Veasley Street 

Greensboro, NC 27407 

336-854-8600 

Greenville Prime Investors II, LLC 

Greenville, NC 

305 SW Greenville Boulevard 

Greenville, NC 27834 

252-355-7400 

H2 Associates of Havelock, LLC 

Havelock, NC 

105 Tourist Center Drive 

Havelock, NC 28532 

252-447-9400 

Mundra Hotels of Henderson, NC, Inc. 

Henderson I-85, NC 

385 Ruin Creek Road 

Henderson, NC 27536 

252-492-3007 

JDR Associates, LLC 

Hendersonville, NC 

155 Sugarloaf Road 

Hendersonville, NC 28792 

828-697-2333 

Piedmont Center Associates, LLC 

Hickory, NC 

1956 13th Avenue Drive SE 

Hickory, NC 28602 

828-624-2000 

Daly GC, Inc. 

High Point, NC 

10066 North Main Street 

Archdale, NC 27263 

336-434-5200 

CUPELO ENTERPRISES, INC. 

Highlands, NC 

96 Log Cabin Lane 

PO Box 1060 

Highlands, NC 28741 

828-526-5899 

Riverview Enterprises, Inc. 

Jonesville/Elkin, NC 

1632 North Carolina 67 Highway 

Jonesville, NC 28642 

336-835-1994 

Neuse Hospitality, LLC 

Kinston, NC 

1382 Highway 258 South 

Kinston, NC 28504 

252-523-1400 

The Riggins Company 

Laurinburg, NC 

115 Hampton Circle 

Laurinburg, NC 28352 

910-277-1516 

Pramukh & Associates, LLC 

Lumberton-I-95, NC 

201 Wintergreen Drive 

Lumberton, NC 28358 

910-738-3332 

Riverview Holdings, L.L.C. 

Marion, NC 

3560 U.S. 221 South 

Marion, NC 28752 

828-652-5100 

Gunatit Hospitality, Inc. 

Mebane, NC 

105 Spring Forest Drive 

Mebane, NC 27302 

919-563-5400 

Maritime Hotel Limited Partnership 

Morehead City, NC 

4035 Arendell St. 

Morehead City, NC 28557-9900 

252-240-2300 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Morganton Hotel Associates, LLC 

Morganton, NC 

115 Bush Drive 

Morganton, NC 28655 

828-432-2000 

BLACKMON VENTURES, LLC 

Mount Airy, NC 

2029 Rockford Street 

Mount Airy, NC 27030 

336-789-5999 

Stephen B. Dickey 

Murphy, NC 

1550 Andrews Road 

Murphy, NC 28906 

828-837-1628 

New Bern Hospitality, Inc. 

New Bern, NC 

200 Hotel Drive 

New Bern, NC 28562 

252-637-2111 

The Hotel Group, Inc. 

Raleigh-Capital Blvd. North, NC 

3621 Spring Forest Road 

Raleigh, NC 27616 

919-872-7111 

42 Hotel Raleigh, LLC 

Raleigh-North, NC 

1001 Wake Towne Dr. 


919-828-1813 

IA Winston Hotels Cary Ashville TRS, L.L.C. 

Raleigh/Cary, NC 

201 Ashville Avenue 

Cary, NC 27518 

919-859-5559 

Sahil Enterprises, Inc. 

Raleigh/Clayton I-40, NC 


Garner, NC 27529 

919-773-1977 

RDU Choice Properties, Inc. 

Raleigh/Durham-Airport, NC 

1010 Airport Blvd. 

Morrisville, NC 27560 

919-462-1620 

Sriswami, Inc. 

Raleigh/Garner, NC 

110 Drexmere Street 

Garner, NC 27529 

919-772-6500 

WF Hotel, Inc. 

Raleigh/Town of Wake Forest, NC 

12318 Wake Union Church Road 

Wake Forest, NC 27587 

919-554-0222 

PVC, Inc. 

Roanoke Rapids, NC 

85 Hampton Boulevard 

Roanoke Rapids, NC 27870 

252-537-7555 

FCM Associates - Rocky Mount, Inc. 

Rocky Mount, NC 

530 N. Winstead Avenue 

Rocky Mount, NC 27804 

252-937-6333 

Daly Choice Properties, Inc. 

Roxboro, NC 

920 Durham Road 

Roxboro, NC 27573 

336-599-8800 

SAFHI, INC. 

Salisbury, NC 

1001 Klumac Road 

Salisbury, NC 28144 

704-637-8000 

Jala Inc. of Asheville 

Sanford, NC 

1904 South Horner Blvd. 

Sanford, NC 27330 

919-775-2000 

Selma Hotel Investors, LLC 

Selma/Smithfield I-95, NC 

1695 Industrial Park Drive 

Selma, NC 27576 

919-965-6151 

TRS Subsidiary, LLC 

Shelby, NC 

2012 East Marion St 

Shelby, NC 28150 

704-482-5666 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

C3 Investments of North Carolina, Inc. 

Southport, NC 

5181 Southport Supply Road SE 

Southport, NC 28461 

910-454-0016 

Trimurti of Spring Lake, LLC 

Spring Lake/Ft. Bragg, NC 

1050 North Bragg Blvd. 

Spring Lake, NC 28390 

910-438-0945 

Statesville 77 Hotel Associates, LLC 

Statesville, NC 

1508 Cinema Drive 

Statesville, NC 28625 

704-883-8380 

Lodging Associates, L.L.C. 

Washington, NC 


Washington, NC 27889 

252-940-4556 

High Country of Ashe, LLC 

West Jefferson, NC 

203 Hampton Place Court. 

West Jefferson, NC 28694 

336-846-4000 

SPECTRUM HOSPITALITY, LLC 

Wilkesboro, NC 

1300 Collegiate Drive 

Wilkesboro, NC 28697 

336-838-5000 

Washington Hospitality, LLC 

Williamston, NC 


Williamston, NC 27892 

252-809-1100 

Medical Park Hotels, LLC 

Wilmington-Medical Park, NC 

2320 S. 17th Street 

Wilmington, NC 28401 

910-796-8881 

Eastwood Hotel Group, LLC 

Wilmington-University Area/Smith Creek S 

124 Old Eastwood Road 


910-791-9899 

Patco Lodging of Wilson, LLC 

Wilson-Downtown, NC 

2806 Wolf Trap Drive 

Wilson, NC 27896 

252-243-4040 

Quality Oil Company, Limited Partnership 

Winston-Salem-I-40/Hanes Mall, NC 

1990 Hampton Inn Court 

Winston-Salem, NC 27103 

336-760-1660 

NORTH DAKOTA 

JPK, Inc. 

Bismarck, ND 

1440 Mapleton Ave 

Bismarck, ND 58501 

701-751-3100 

Midwest Motels of Fargo, LLC 

Fargo, ND 

3431 14th Ave., SW 

Fargo, ND 58103 

701-235-5566 

OHIO 

Prasanna, Inc. 

Akron-South, OH 

880 ARLINGTON RIDGE EAST 

Akron, OH 44312 

330-644-6579 

H.I. Heritage Inn of Akron, Inc. 

Akron/Fairlawn, OH 

80 Springside Drive 

Akron, OH 44333 

330-666-7361 

Pikes, Inc. 

Ashtabula, OH 

2900 GH Drive 

Austinburg, OH 44010 

440-275-2000 

Athens OH 405, LLC 

Athens, OH 

986 East State Street 

Athens, OH 45701 

740-593-5600 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Saad Roumaya & Jabbar Yousif 

Bowling Green, OH 

142 Campbell Hill Road 

Bowling Green, OH 43402 

419-353-3464 

Georgetown Lodging, Ltd. 

Cambridge, OH 

8775 Georgetown Road 

Cambridge, OH 43725 

740-439-0600 

Team Hospitality, LLC 

Cincinnati Area/Monroe, OH 

40 New Garver Road 

Monroe, OH 45050-1719 

513-539-4400 

Eastgate Motel Company, Ltd. (an OH 

limited liabil 

Cincinnati-Eastgate, OH 

858 Eastgate North Drive 

Cincinnati, OH 45245 

513-752-8584 

Oasis Property Inc. 

Cincinnati-Kings Island, OH 

5323 Beach Blvd. 

Mason, OH 45040 

513-459-8900 

Middletown Innkeepers, Inc. 

Cincinnati-Northwest/Fairfield, OH 

430 Kolb Drive 

Fairfield, OH 45014 

513-942-3440 

KUJ of Blue Ash, LLC 

Cincinnati/Blue Ash, OH 

4640 Creek Rd. 

Blue Ash, OH 45242 

513-791-2822 

P&G Hospitality Group, LLC 

Cleveland-Airport/Tiedeman Road, OH 

10305 Cascade Crossing 

Brooklyn, OH 44144 

216-929-8400 

1460 NINTH STREET ASSOCIATES 

LIMITED PARTNERSHIP 

Cleveland-Downtown, OH 

1460 E. Ninth Street 

Cleveland, OH 44114 

216-241-6600 

NBC Hospitality, LLC 

Cleveland/Medina, OH 

3073 East Pointe Drive 

Medina, OH 44256 

330-721-8955 

Widewaters EDR Solon Hotel Company, 

LLC 

Cleveland/Solon, OH 

6035 Enterprise Parkway 

Solon, OH 44139 

440-542-0400 


Cleveland/Westlake, OH 

29690 Detroit Rd. 

Westlake, OH 44145-1934 

440-892-0333 

Jag Guru, Inc. 

Columbus I-70 E/Hamilton Rd., OH 

2093 S. Hamilton Rd. 

Columbus, OH 43232 

614-552-2400 

HI Hotel Investors LLC 

Columbus-Airport, OH 

4280 International Gateway 


614-235-0717 

Shri Sitaram, Inc. 

Columbus-East, OH 

1890 Winderly Lane 

Pickerington, OH 43147-8636 

614-864-8383 

SGB Management, Inc. 

Columbus-South, OH 

4017 Jackpot Road 

Grove City, OH 43123 

614-539-1177 

Radha Corporation 

Columbus-West, OH 

5625 Trabue 


614-851-5599 

Kautilya Sunbury Hotel, LLC 

Columbus/Delaware I-71 North, OH 

7329 State Route 36 & 37 

Sunbury, OH 43074 

740-363-4700 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

ENN Leasing Company III, L.L.C. 

Columbus/Dublin, OH 

3920 Tuller Rd. 

Dublin, OH 43017 

614-889-0573 


REALTY, L.P. 

Dayton/Fairborn (Wright AFB), OH 

2550 Paramount Place 

Fairborn, OH 45324 

937-429-5505 

Laxmi Hospitality LLC 

Dayton/Huber Heights, OH 

5588 Merily Way 

Huber Heights, OH 45424 

937-233-4300 

Old Fort Hospitality, Inc. 

Defiance, OH 


Defiance, OH 43512 

419-784-1515 

H.I. Heritage Inn of Findlay, Inc. 

Findlay, OH 

921 Interstate Dr. 

Findlay, OH 45840 

419-422-5252 

Gallipolis Lodging, LLC 

Gallipolis, OH 

444 State Route 7 South 

Gallipolis, OH 45631 

740-446-8000 

Heath OH 703 LTD 

Heath/Newark, OH 

1008 Hebron Road 

Heath, OH 43056 

740-788-8991 

Haribol Haribol, Inc. 

Kent/Akron Area, OH 


Kent, OH 44240 

330-673-8555 

Startanium Hospitality Inc. 

Lancaster, OH 

2041 Schorrway Drive 

Lancaster, OH 43130 

740-654-2999 

Roschman Restaurant Administration, Inc. 

Lima, OH 

1933 Roschman Avenue 

Lima, OH 45804 

419-225-8300 

H.I. Heritage Inn of Ontario, Inc. 

Mansfield/Ontario, OH 

1051 North Lexington Springmill Rd. 

Mansfield, OH 44906 

419-747-5353 

March Investors, Ltd. 

Marietta, OH 

508 Pike Street 

Marietta, OH 45750 

740-373-5353 

Geeta Hospitality Incorporated 

Marysville, OH 

16610 Square Drive 

Marysville, OH 43040 

937-642-3777 

Downtown Massillon Hotel, Ltd. an Ohio 

Limited Lia 

Massillon, OH 

44 First Street, S.W. 

Massillon, OH 44647 

330-834-1144 

Riverview Hospitality Corp. 

New Philadelphia, OH 

1299 W. High Street 

New Philadelphia, OH 44663 

330-339-7000 

Slumber, Ltd. 

Newcomerstown, OH 

200 Morris Crossing 

Newcomerstown, OH 43832 

740-498-9800 

Minesh, Mahendra, Ashok, Dipak and 

Ramesh Shah 

Richfield, OH 

4860 Brecksville Road 

Richfield, OH 44286 

330-659-6662 

North Coast Inn III, Inc. 

Sandusky/Central, OH 

6100 Milan Road 

Sandusky, OH 44870 

419-609-9000 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

North Coast Inn, Inc. 

Sandusky/Milan, OH 

11600 US 250 Milan Road 

Milan, OH 44846 

419-499-4911 

Sidney Host LLC 

Sidney, OH 


Sidney, OH 45365 

937-498-8888 

A1 Hospitality, Inc. 

Springfield, OH 

101 W. Leffel Lane 

Springfield, OH 45505 

937-325-8480 

Crown Hotels Inc. 

Steubenville, OH 

820 University Boulevard 

Steubenville, OH 43952 

740-282-9800 

Stow Hotel Associates, LLC 

Stow, OH 

4331 Lakepointe Corporate Drive 

Stow, OH 44224 

330-945-4160 

Rod A. Kagy 

Tiffin, OH 

2492 St. Rt. 231 

Tiffin, OH 44883 

419-443-5300 

Bennett Enterprises, Inc. 

Toledo-South/Maumee, OH 

1409 Reynolds Road 

Maumee, OH 43537-1625 

419-893-1004 

SPS, INC. 

Troy, OH 

45 Troy Town Drive 

Troy, OH 45373 

937-339-7801 

Balaji Hospitality, L.L.C. 

Washington Court House, OH 

11484 Allen Road NW 

Jeffersonville, OH 43128 

740-948-9499 

Hospitality Associates Limited Partnership 

Wheeling/St. Clairsville, OH 

51130 National Rd. E 

Saint Clairsville, OH 43950 

740-695-3961 

Son-Rise Hotels III, LLC 

Wooster, OH 

4253 Burbank Road 

Wooster, OH 44691 

330-345-4424 

Gamete, Inc. 

Youngstown-North, OH 

4400 Belmont Avenue 

Youngstown, OH 44505 

330-759-9555 

Meander Inn, Inc. 

Youngstown-West I-80, OH 

880 N. Canfield-Niles Road 

Youngstown, OH 44515 

330-544-0660 

H.I. Heritage Inn of Youngstown, Inc. 

Youngstown/Boardman, OH 

7395 Tiffany South 

Poland, OH 44514 

330-758-5191 

H.I. Heritage Inn of Zanesville, Inc. 

Zanesville, OH 

1009 Spring Street 

Zanesville, OH 43701 

740-453-6511 

OKLAHOMA 

Bartlesville Lodging, L.L.C. 

Bartlesville, OK 

130 S.E. Washington Boulevard 

Bartlesville, OK 74006 

918-333-4051 

SONTAG, Inc. 

Clinton, OK 

2000 Lexington 

Clinton, OK 73601 

580-323-4267 

Sunny Demla 

Duncan, OK 

2301 North Hwy 81 

Duncan, OK 73533 

580-255-1700 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Long Investments, LLC 

Miami, OK 

115 Deacon Turner Road 

Miami, OK 74354 

918-541 1500 

SBN Hospitality L.L.C. 

Muskogee, OK 

3100 Military Boulevard 

Muskogee, OK 74401 

918-682-2587 

Hare Krishna, Inc. 

Norman, OK 

309 Norman Center Court 

Norman, OK 73072 

405-366-2100 


Oklahoma City-Airport I-40, OK 

1905 South Meridian Avenue 

Oklahoma City, OK 73108-1719 

405-682-2080 

Govinda, Inc. 

Oklahoma City-I-40 E. (Tinker AFB) 

1833 Center Drive 

Midwest City, OK 73110 

405-732-5500 

Maya Inn, Inc. 

Oklahoma City-Northwest, OK 

3022 Northwest Expressway 

Oklahoma City, OK 73112 

405-947-0953 

Ghotra Investment Limited Liability 

Company 

Oklahoma City/Edmond, OK 

300 Meline Drive 

Edmond, OK 73034 

405-844-3037 

H.I. Heritage Inn of Oklahoma City, Inc. 

Oklahoma City/Quail Springs, OK 

13500 Plaza Terrace 


405-752-7070 

Sadguru, Inc. 

Oklahoma City/Yukon, OK 

1351 Canadian Court 

Yukon, OK 73099 

405-350-6400 

Midwest Heritage Inn of Shawnee, Inc. 

Shawnee, OK 

4851 N. Kickapoo 

Shawnee, OK 74801 

405-275-1540 


Tulsa, OK 

3209 S. 79th East Ave. 

Tulsa, OK 74145 

918-663-1000 

Tulsa Motel Investment, Inc. 

Tulsa/Broken Arrow, OK 

2300 W. Albany Street 

Broken Arrow, OK 74012 

918-251-6060 

Patidar Hospitality, L.L.C. 

Tulsa/Sand Springs, OK 

7852 West Parkway Boulevard 


918-245-8500 

OREGON 

Kornbluth Enterprises, Inc. 

Eugene, OR 

3780 W. 11th Avenue 

Eugene, OR 97402 

541-431-1225 


Medford, OR 

1122 Morrow Road 

Medford, OR 97504 

541-779-0660 

Florencein, Inc. 

Pendleton, OR 

101 SW Nye Avenue 

Pendleton, OR 97801 

541-276 3500 

Pollin Hotels, L.L.C. 

Portland-Airport, OR 

8633 NE Airport Way 

Portland, OR 97220 

503-288-2423 

The OM Clackamas LLC 

Portland/Clackamas, OR 

9040 SE Adams 

Clackamas, OR 97015 

503-655-7900 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Narendra R. Patel & Jaya N. Patel 

Portland/Gresham, OR 

3039 NE 181st Ave. 

Portland, OR 97230 

503-669-7000 

PENNSYLVANIA 

Yamunaji Corporation 

Allentown, PA 

7471 Keebler Way 

Allentown, PA 18106 

610-391-1500 

HIAP LIMITED PARTNERSHIP 

Altoona, PA 

180 Charlotte Drive 

Altoona, PA 16601 

814-941-3500 

Shrima, Inc. 

Bedford, PA 

4235 Business Route 220 

Bedford, PA 15522 

814-624-0101 

ABELL DEVELOPMENT CO. 

Belle Vernon, PA 

1525 Broad Avenue Extension 

Belle Vernon, PA 15012 

724-929-8100 

Daniel J. Millett 

Bloomsburg, PA 

255 Papermill Road 

Bloomsburg, PA 17815 

570-380-1020 

Hersha Hospitality Management L.P. 

Carlisle, PA 

1164 Harrisburg Pike 

Carlisle, PA 17013 

717-240-0200 

FALLING SPRING CORP. 

Chambersburg, PA 

955 Lesher Rd. 

Chambersburg, PA 17202 

717-261-9185 

Landmark Hospitality, Inc. 

Clarion, PA 

4 Hospital Drive 

Clarion, PA 16214 

814-226-4444 


Clarks Summit/Scranton, PA 

890 Northern Boulevard 

Clarks Summit, PA 18411 

570-586-1515 

Global Star Properties, Inc. 

Clearfield, PA 

1777 Industrial Park Road 

Clearfield, PA 16830 

814-765-8300 


Danville, PA 

97 Old Valley School Road 

Danville, PA 17821 

570-271-2500 

Lionville Hotel Associates, L.P. 

Downington/Exton, PA 

4 North Pottstown Pike 

Exton, PA 19341 

610-363-5555 

BHAVI MOTEL, L.L.C. 

Doylestown, PA 

1570 Easton Rd. 

Warrington, PA 18976 

215-343-8400 

Dubois Inn, A Limited Partnership 

Du Bois, PA 

1582 Bee Line Highway 

Du Bois, PA 15801 

814-375-1000 

AHOC, LLC 

Easton, PA 

3723 Easton-Nazareth Highway 

Easton, PA 18045 

610-250-6500 

Widewaters Brittonfield II Erie Hotel 

Company, LLC 

Erie-South, PA 

8050 Old Oliver Road 

Erie, PA 16509 

814-866-6800 

S.N.M. Enterprises, Inc. 

Gettysburg, PA 

1280 York Road 

Gettysburg, PA 17325 

717-338-9121 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Revest Properties 

Greensburg, PA 

1000 Towne Square Drive 

Greensburg, PA 15601 

724-838-8800 

Hanover Partners, Ltd. 

Hanover, PA 

309 Wilson Ave. 

Hanover, PA 17331 

717-633-1117 

U.D.H. Management Corp. 

Harrisburg-East (Hershey Area), PA 

4230 Union Deposit Rd. 

Harrisburg, PA 17111 

717-545-9595 


Harrisburg-West, PA 

4950 Ritter Road 

Mechanicsburg, PA 17055 

717-691-1300 

K-88, Inc. 

Harrisburg/Grantville/Hershey, PA 

255 Bow Creek Road 

Grantville, PA 17028 

717-469-7689 

M & B Inn Partners 

Hazleton, PA 

One Top of the Eighties Road 

Hazleton, PA 18201 

570-454-3449 

Pride Hotels, Inc. 

Indiana, PA 

1275 Indian Springs Road 

Indiana, PA 15701 

724-349-7700 


Johnstown, PA 

129 Commerce Court 

Johnstown, PA 15904 

814-262-7700 


Lancaster, PA 

545 Greenfield Rd. 

Lancaster, PA 17601 

717-299-1200 

Jai Sai Hospitality L.L.C. 

Lehighton, PA 

877 Interchange Road 

Lehighton, PA 18235 

610-377-3400 


Lewisburg, PA 

140 International Drive 

Lewisburg, PA 17837 

570-522-8500 

Hurp Hospitality, LLC 

Manheim, PA 

2764 Lebanon Road 

Manheim, PA 17545 

717-665-6600 

Westfall Hospitality, LLC 

Matamoras, PA 

122 Westfall Town Drive 

Matamoras, PA 18336 

570-491-5280 

Staralliance Hotels, Inc. 

Meadville, PA 

11446 Dawn Drive 

Meadville, PA 16335 

814-807-1446 

Philly One TRS, LLC 

Philadelphia-Convention Ctr, PA 

1301 Race Street 

Philadelphia, PA 19107 

215-665-9100 

Moody National Hospitality Philly Airport I, 

LLC 

Philadelphia-Int'l Arpt., PA 

8600 Bartram Ave 

Philadelphia, PA 19153 

215-966-1300 

1329 Bristol Pike Associates 

Philadelphia-Northeast/Bensalem, PA 

1329 Bristol Pike 

Bensalem, PA 19020 

215-245-5222 


Philadelphia-Willow Grove, PA 

1500 Easton Road 

Willow Grove, PA 19090 

215-659-3535 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Moody National Hospitality Philly Great 

Valley II, 

Philadelphia/Great Valley, PA 

635 Lancaster Ave. 

Frazer, PA 19355 

610-699-1300 


Philadelphia/King of Prussia, PA (Valley 

530 W. Dekalb Pike (Rt. 202) 

King of Prussia, PA 19406 

610-962-8111 

Moody National Hospitality Philly Plymouth 

III, LL 

Philadelphia/Plymouth Meeting, PA 

2055 Chemical Road 

Plymouth Meeting, PA 19462 

610-567-0900 

Jay Dana, LLC 

Pine Grove, PA 

481 Suedberg Road 

Pine Grove, PA 17963 

570-345-4505 

Beaver Valley Lodging, LLC 

Pittsburgh Area-Beaver Valley/Center Tow 

202 Fairview Drive 

Monaca, PA 15061-2306 

724-774-5580 

Hamister Hospitality Pitt Airport, LP 

Pittsburgh-Airport, PA 


Moon Township, PA 15108-4205 

412-264-0020 

McKnight Road Pittsburgh L.P. 

Pittsburgh-McKnight Rd., PA 

4575 McKnight Road 

Pittsburgh, PA 15237 

412-939-3200 


Pittsburgh-University Center, PA 

3315 Hamlet St. 


412-681-1000 

Hamister Hospitality Cranberry I, L.P. 

Pittsburgh/Cranberry, PA 

210 Executive Drive 

Cranberry Township, PA 16066 

724-776-1000 

Hamister Hospitality Greentree, LP 

Pittsburgh/Greentree, PA 

555 Trumbull Dr. 


412-922-0100 

VHC Monroeville Associates, L.P. 

Pittsburgh/Monroeville, PA 

3000 Mosside Blvd. 

Monroeville, PA 15146 

412-380-4000 


Pittsburgh/West Mifflin, PA 

1550 Lebanon Church Road 


412-650-1000 

Ramesh T. Joshi and Ketan R. Joshi 

Quakertown, PA 

1915 John Fries Highway 

Quakertown, PA 18951 

215-536-7779 

PA Paper Mill LLC 

Reading/Wyomissing, PA 

1800 Papermill Rd. 

Wyomissing, PA 19610 

610-374-8100 

Daniel J. Millett, John T. Millett & Brett A. 

Millett 

Sayre, PA 

3080 North Elmira Street 

Sayre, PA 18840 

570-882-1166 


Scranton at Montage Mountain, PA 

22 Montage Mountain Rd. 

Scranton, PA 18507 

570-342-7002 


Selinsgrove/Shamokin Dam, PA 

3 Stetler Ave. 

US Route 11 and 15 

Shamokin Dam, PA 17876 

570-743-2223 

Stonebridge Hospitality Partners, LP 

Shrewsbury, PA 

1000 Far Hills Drive 

New Freedom, PA 17349 

717-235-9898 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Whispering Hospitality LLC 

Somerset, PA 

324 Laurel Crest Road 

Somerset, PA 15501 

814-445-9161 


State College, PA 

1101 East College Ave. 

State College, PA 16801 

814-231-1590 

OM Hospitality, LLC 

Stroudsburg/Poconos, PA 


Stroudsburg, PA 18360 

570-424-0400 

DRLRD, Inc. 

Uniontown, PA 


Uniontown, PA 15401 

724-430-1000 

Washington, PA Hotel Limited Partnership 

Washington, PA 

119 Murtland Avenue 

Washington, PA 15301 

724-228-4100 

Williamsport Inn, LLC 

Williamsport, PA 

140 Via Bella 

Williamsport, PA 17701 

570-323-6190 


York, PA 

1550 Mt. Zion Rd. 

York, PA 17402 

717-840-1500 

RHODE ISLAND 

Coventry Lodging Associates, LLC 

Coventry, RI 

850 Centre of New England Blvd. 

Coventry, RI 02816 

401-823-4041 

Village Hotel Associates, LLC 

South Kingstown/Newport Area, RI 


South Kingstown, RI 02879 

401-788-3500 

SOUTH CAROLINA 

RJAYR, LLC 

Aiken, SC 

100 Tamil Dr. 

Aiken, SC 29803 

803-648-2525 

Deesha Enterprise Inc. 

Anderson, SC 

120 Interstate Blvd. 

Anderson, SC 29621 

864-375-1999 

Ress Investment, LLC 

Anderson/Alliance Business Park, SC 

411 Alliance Parkway 

Anderson, SC 29621 

864-760-1000 

CH Beaufort Hotel Partners, LLC 

Beaufort, SC 

2342 Boundary Street 

Beaufort, SC 29902 

843-986-0600 


Charleston-Airport/Coliseum, SC 

4701 Saul White Blvd. 

North Charleston, SC 29418 

843-554-7154 

John Street Associates, LLC 

Charleston-Historic District, SC 

345 Meeting St. 

Charleston, SC 29403 

843-723-4000 

DI Partners, L.L.C. 

Charleston/Daniel Island, SC 

160 Fairchild Street 


843-216-6555 

SAFHI, INC. 

Charleston/Mt. Pleasant Patriots Point, 

255 Sessions Way 

Mount Pleasant, SC 29464 

843-881-3300 

Nirman Enterprises Associates 

Clemson, SC 

851 Tiger Blvd. 

Clemson, SC 29631 

864-653-7744 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Palmetto Investment Group, Inc. 

Columbia I-20/Clemson Road, SC 

1021 Clemson Frontage Road 

Columbia, SC 29229 

803-788-4901 

Quality Oil Company, Limited Partnership 

Columbia I-26/Harbison Blvd., SC 

101 Woodcross Drive 


803-749-6999 

Capital City Hotels, LLC 

Columbia-Downtown Historic Dist, SC 

822 Gervais Street 


803-231-2000 


Columbia-I-26 Airport, SC 

1094 Chris Dr. 

West Columbia, SC 29169 

803-791-8940 

Columbia Hotel Ventures, LLC 

Columbia-Northeast, SC 

1551 Barbara Drive 


803-865-8000 

Naman Lexington I, LLC 

Columbia/Lexington, SC 

601 Columbia Ave. (Hwy. 378) 

Lexington, SC 29072 

803-356-8300 

Easley Hotel Group, LLC 

Easley, SC 

8 Southern Center Court 

Easley, SC 29640 

864-343-3636 

Imperial Investments-Gaffney, L.L.C. 

Gaffney, SC 

115 Nancy Creek Road 

Gaffney, SC 29341 

864-206-0011 

Georgetown Hotel Associates, L.L.C. 

Georgetown-Marina, SC 

420 Marina Drive 

Georgetown, SC 29440 

843-545-5000 

WAL Lodging, L.L.C. 

Greenville I-385 - Woodruff RD., SC 

15 Park Woodruff Dr. 

Greenville, SC 29607 

864-213-8200 

Bahi of SC, LLC 

Greenville-Airport, SC 

47 Fisherman Lane 


864-288-3500 

Greenville HHP-II, LLC 

Greenville-Haywood, SC 

246 Congaree Road 


864-288-1200 

Infinite Hotel Group, Inc. 

Greenville/Simpsonville, SC 

3934 Grandview Drive 

Simpsonville, SC 29680 

864-963-9292 

Heidi Enterprise Inc. 

Greenwood, SC 

1624 Bypass 72 NE 

Greenwood, SC 29649 

864-388-9595 

HI Hilton Head, LLC 

Hilton Head, SC 

One Dillon Road 

Hilton Head Island, SC 29926 

864-681-7900 

Hotel Ventures of Manning, Inc. 

Manning, SC 

2822 Paxville Highway 

Manning, SC 29102 

803-505-4800 

Murrell's Inlet Ventures LLC 

Murrells Inlet, SC 

512 Courtfield Drive 

Murrells Inlet, SC 29576 

843-651-6687 

Cane Patch Associates of Myrtle Beach 

Myrtle Beach-Broadway @ The Beach 

1140 Celebrity Circle 

Myrtle Beach, SC 29577 

843-916-0600 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Cane Patch Associates of Myrtle Beach 

Myrtle Beach-Northwood, SC 

620 75th Avenue North 


843-497-0077 

South Carolina Hotel, LLC 

Myrtle Beach-West, SC 



843-236-0045 

Newberry Investments, LLC 

Newberry-Opera House, SC 

1201 Nance Street 

Newberry, SC 29108 

803-276-6666 

FOUR PALS, INC. 

North Charleston, SC 

7424 Northside Drive 


843-820-2030 

APM III Associates, LLC 

North Myrtle Beach-Harbourgate, SC 

2112 Little River Neck Road 

North Myrtle Beach, SC 29582 

843-249-1997 

Naman Orangeburg, LLC 

Orangeburg, SC 

3583 St. Matthews Road 

Orangeburg, SC 29118 

803-531-6400 

Litchfield Hotel Associates, L.L.C. 

Pawley's Island, SC 

150 Willbrook Blvd. 

Pawleys Island, SC 29585 

843-235-2000 

Rock South, LLC 

Rock Hill, SC 

2111 Tabor Drive 

Rock Hill, SC 29730 

803-325-1100 

H.I. of Santee, Inc. 

Santee - I-95, SC 

9060 Old #6 Highway 

Santee, SC 29142 

803-854-2444 

Imperial Investments Chesnee, LLC 

Spartanburg-North I-85, SC 

121 Traveller Drive 

Spartanburg, SC 29303 

864-577-9080 

KM-CARO-LYN, Inc. 

Summerville, SC 

1015 Jockey Court 

Summerville, SC 29483 

843-871-8300 

APM I Associates, LLC and APM II 

Associates, LLC 

Sumter, SC 

1370 Broad Street Ext. 

Sumter, SC 29150 

803-469-2222 

Travelers Rest Enterprises, Inc. 

Travelers Rest, SC 

593 Roe Center Court 

Travelers Rest, SC 29690 

864-834-5550 

RASS, INC. 

Walterboro, SC 

1835 Sniders Highway 

Walterboro, SC 29488 

843-538-2300 

Group South Hotels, Inc. 

Yemassee, SC 

139 Frampton Drive 

Yemassee, SC 29945 

843-726-9222 

SOUTH DAKOTA 

Four Aces Lodging Group, LLC 

Deadwood, SD 


Deadwood, SD 57732 

605-578-1893 

Thomsen Family L.L.C. 

Mitchell, SD 

1920 Highland Way 

Mitchell, SD 57301 

605-995-1575 

Shri Hari LLP 

North Sioux City, SD 

101 S. Sodrac Dr. 

North Sioux City, SD 57049 

605-232-9739 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Chrisbro, L.L.C. 

Rapid City, SD 

1720 Rapp Street 

Rapid City, SD 57701 

605-348-1911 

Hari Har, Inc. 

Sioux Falls, SD 

2417 S. Carolyn Avenue 

Sioux Falls, SD 57106 

605-362-1700 

TENNESSEE 

Arun Deean, Deepak Deean, Ramesh 

Deean, Yatish Pat 

Athens, TN 


Athens, TN 37303 

423-745-2345 

Bristol Hotel Associates, L.P. 

Bristol, TN 

3299 West State St. 

Bristol, TN 37620 

423-764-3600 

Ayers, Ltd. 

Caryville-I-75/Cove Lake St Pk, TN 

4459 Veteran's Memorial Hwy 

Caryville, TN 37714 

423-562-9888 


Chattanooga-Airport/I-75, TN 

7013 Shallowford Road 

Chattanooga, TN 37421 

423-855-0095 

Lookout HI, LLC 

Chattanooga-Downtown/Lookout Mountain, 

TN 

2420 Williams Street 


423-265-0077 

FFP, LLC 

Chattanooga-North/Ooltewah, TN 

6145 Weir Way 

Ooltewah, TN 37363 

423-305-6800 

S H, INC. 

Chattanooga-W-I-24/Lookout Mountain, TN 

3641 Cummings Highway 


423-821-5500 

ATTRAY ASSOCIATES, L.L.C. 

Chattanooga/Hixson, TN 

1920 Hamill Road 

Hixson, TN 37343 

423-877-3100 

JMR Realty, LLC 

Clarksville, TN 


Clarksville, TN 37040 

931-552-2255 

TRS Subsidiary, LLC 

Cleveland, TN 

185 James Asbury Dr., NW 

Cleveland, TN 37312 

423-559-1001 

Columbia Commons General Partnership 

Columbia, TN 

1551 Halifax Drive 

Columbia, TN 38401 

931-540-1222 

Vasant G. (Vince) Hari 

Cookeville, TN 


Cookeville, TN 38501 

931-520-1117 

RM Properties 

Crossville, TN 

64 Hospitality Drive 

Crossville, TN 38555 

931-707-7170 

United Hospitality Corporation 

Dandridge, TN 

126 Sharon Drive 

Dandridge, TN 37725 

865-940-1200 

SAIRAM, L.L.C. 

Dickson, TN 

1080 East Christi Road 

Dickson, TN 37055 

615-446-1088 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Dyersburg Hotel Company. LLC 

Dyersburg, TN 

2750 Mall Loop Road 

Dyersburg, TN 38024 

731-285-4778 

Ernst-Western Corporation 

Gallatin, TN 

980 Village Green Crossing 

Gallatin, TN 37066 

615-206-9595 

Leconte Creek, LLC 

Gatlinburg, TN 

967 Parkway 

Gatlinburg, TN 37738 

865-436-4878 

S & R of Greeneville I, LLC 

Greeneville, TN 

3130 E. Andrew Johnson Highway 

Greeneville, TN 37745 

423-638-3735 

Pleasantburg Hospitality, Inc. 

Johnson City, TN 

508 N. State of Franklin Rd. 

Johnson City, TN 37604 

423-929-8000 

Kingsport Hotel Associates, L.P. 

Kingsport, TN 

2000 Enterprise Place 

Kingsport, TN 37660 

423-247-3888 

ENN Knoxville 3, L.L.C. 

Knoxville-Airport, TN 

148 International Ave. 

Alcoa, TN 37701 

865-983-1101 

Strawplains Hotel Partners, LLC 

Knoxville-East, TN 

7445 Sawyer Lane 

Knoxville, TN 37924 

865-525-3511 

LS, Inc. 

Knoxville-West at Cedar Bluff, TN 

9128 Executive Park Dr. 


865-693-1101 

Lenoir City Hotel Partners, LLC 

Lenoir City, TN 

585 Fort Loudon Medical Center Dr. 

Lenoir City, TN 37772 

865-988-2000 

Omkar, Inc. 

Manchester, TN 

33 Paradise Street 

Manchester, TN 37355 

931-728-3300 

Room Masters, LLC 

Martin, TN 

5575 Skyhawk Parkway 

Martin, TN 38237 

731-587-5800 

VMN Memphis, LLC 

Memphis-I-240 at Thousand Oaks, TN 

2700 Perkins Rd., S. 

Memphis, TN 38118 

901-367-1234 


Memphis-Poplar, TN 

5320 Poplar Ave. 


901-683-8500 

Hacks Cross Enterprises, LLC 

Memphis-Southwind, TN 

3579 Hacks Cross Road 


901-754-8454 


Memphis-Walnut Grove/Baptist East, TN 

33 Humphrey Center Dr. 


901-747-3700 

SGR, LLC 

Memphis/Collierville, TN 

1280 West Poplar Avenue 

Collierville, TN 38017 

901-854-9400 

Shivani, LLC of Morristown 

Morristown, TN 

3750 W. Andrew Johnson Highway 

Morristown, TN 37814 

423-587-0952 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

MMR Crossings I, LLC 

Nashville-I-24 Hickory Hollow, TN 

210 Crossings Place 

Antioch, TN 37013 

615-731-9911 

OMSHIV LLC 

Nashville/Bellevue-I-40, TN 

7815 Coley Davis Road 

Nashville, TN 37221 

615-662-3133 


Nashville/Brentwood-I-65S, TN 

5630 Franklin Pike Circle 

Brentwood, TN 37027 

615-373-2212 

Heritage Hospitality, LLC 

Nashville/Goodlettsville, TN 

202 Northgate Circle 

Goodlettsville, TN 37072 

615-851-2828 

CHS West End, LLC 

Nashville/Vanderbilt, TN 

1919 West End Avenue 


615-329-1144 

Vasant U. Patel & Tarulata V. Patel 

Oak Ridge, TN 

208 S. Illinois Avenue 

Oak Ridge, TN 37830 

865-482-7889 

Jerry N. Lewis 

Paris/KY Lake Area, TN 

1510 East Wood Street 

Paris, TN 38242 

731-642-2838 


Pickwick Dam-At Shiloh Falls, TN 

90 Old South Rd. 

Counce, TN 38326 

731-689-3031 

Turkey Creek Hospitality, Inc. 

Sevierville, TN 

681 Winfield Dunn Pkwy. 

Sevierville, TN 37876 

865-429-2005 

{000011-999987 00176898.DOC; 2} 

March 2011 


Ernst-Western Corporation 

Springfield, TN 

620 22nd Avenue East 

Springfield, TN 37172 

615-384-1166 

Tullahoma Hospitality, L.L.C. 

Tullahoma, TN 

1922 North Jackson St. 

Tullahoma, TN 37388 

931-461-5222 

Union City Hotel Management, L.L.C. 

Union City, TN 

2201 W. Reelfoot Avenue 

Union City, TN 38261 

731-885-8850 

TEXAS 

Heritage Inn Number XVII. Limited 

Partnership 

Abilene, TX 

3917 Ridgemont Drive 

Abilene, TX 79606 

325-695-0044 

Keval Hotel, L.P. 

Alice, TX 

3135 East Main Street 

Alice, TX 78332 

361-664-1111 

ANG Alpine Hospitality LLC 

Alpine, TX 

2607 West Highway 90 

Alpine, TX 79830 

432-837-7344 

Amarillo HHP-II, LLC 

Amarillo, TX 

1700 I-40 East 

Amarillo, TX 79103 

806-372-1425 

ENN Austin, L.L.C. 

Austin-North@IH-35 Hwy 183, TX 

7619 I-35 North 

Austin, TX 78752 

512-452-3300 

Austin Lodging, Inc. 

Austin/Airport Area South, TX 

4141 Governors Row 


512-442-4040

EXHIBIT A 

Apple Nine Services Austin Arboretum, Inc., 

Austin/Arboretum Northwest, TX 

3908 West Braker Lane 


512-349-9898 

Apple Nine Services Round Rock, Inc., 

Austin/Round Rock, TX 

110 Dell Way 

Round Rock, TX 78664 

512-248-9100 

37 Hotel Beaumont, LLC 

Beaumont, TX 

3795 I-H10 South 

Beaumont, TX 77705 

409-840-9922 

HJK Hospitality Inc. 

Brownwood, TX 


Brownwood, TX 76801 

325-641-1122 

Burk Express, Ltd. 

Burkburnett, TX 

1008 Sheppard Road 

Burkburnett, TX 76354 

940-569-8109 

ENN College Station, L.L.C. 

College Station, TX 

320 Texas Ave., S. 

College Station, TX 77840 

979-846-0184 

Heritage Inn Number V. Limited Partnership 

Corpus Christi, TX 

5209 Blanche Moore Dr. 

Corpus Christi, TX 78411 

361-985-8395 

Palak Investments, Inc. 

Corpus Christi-Northwest/I-37, TX 

11233 Interstate Highway 37 


361-241-9300 

South Texas Hotels, LP 

Corpus Christi/Padre Island, TX 

14430 South Padre Island Drive 


361-949-9777 

Portland Properties, Inc. 

Corpus Christi/Portland, TX 

1705 Highway 181 North 

Portland, TX 78374 

361-777-1500 

Black Canyon Hospitality, Inc. 

Dallas-North/I-35E at Walnut Hill, TX 

11069 Composite Drive 

Dallas, TX 75229 

972-484-6557 

Rockwall RMKP, LP 

Dallas-Rockwall, TX 

1549 Laguna Drive 

Rockwall, TX 75087 

469-698-9494 

W2007 Equity Inns Realty, L.P. 

Dallas/Addison 

4505 Beltway Drive 

Addison, TX 75001 

972-991-2800 

AMCO Partners, Ltd. 

Dallas/Arlington-DFW (Six Flags) 

2050 North Highway 360 

Grand Prairie, TX 75050 

972-988-8989 

Irving Lodging, LLC 

Dallas/Fort Worth Airport South, TX 

4340 W. Airport Freeway 

Irving, TX 75062 

972-986-3606 

RT-Las Colinas Associates, L.P. 

Dallas/Irving-Las Colinas, TX 

820 Walnut Hill Lane 

Irving, TX 75038 

972-753-1232 

Lodging Concepts, Inc. 

Dallas/Lewisville, TX 

885 S. Stemmons Freeway 

Lewisville, TX 75067 

972-420-1318 

Shree II Siddhi Vinayak, LTD 

Dallas/Richardson (Central Expwy), TX 

1577 Gateway Blvd. 

Richardson, TX 75080 

972-234-5400 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Eagle Pass Hospitality of Texas Ltd. 

Eagle Pass, TX 

3301 E. Main Street 

Eagle Pass, TX 78852 

830-757-5565 

Fort Stockton Hospitality, Inc. 

Fort Stockton, TX 

2271 West I-10 

Fort Stockton, TX 79735 

432-336-9600 

Heritage Inn Number XXX. Limited 

Partnership 

Fort Worth-Southwest I-20, TX 

4799 SW Loop 820 

Fort Worth, TX 76132 

817-346-7845 

Hillsboro Innkeepers I, Ltd 

Hillsboro, TX 

102 Dynasty Drive 

Hillsboro, TX 76645 

254-582-9100 

Seabrook Hospitality, LP 

Houston NASA (Johnson Space Center), TX 

3000 Nasa Road One 

Seabrook, TX 77586 

281-532-9200 

Highway 290 Hotel Partnership, Ltd. 

Houston-Brookhollow, TX 

12909 Northwest Freeway 

Houston, TX 77040 

713-939-7100 


Houston-Hobby Airport, TX 

8620 Airport Blvd. 


713-641-6400 

Moody National HH Bedford Houston MT, 

LP 

Houston-I-10 West/Energy Corr, TX 

11333 Katy Freeway 


713-935-0022 

Shenandoah Motel Corporation 

Houston-I-45 North, TX 

18484 I-45 South 

The Woodlands, TX 77384 

936-273-3400 

Galleria Tenant Corporation 

Houston-Near the Galleria, TX 

4500 Post Oak Pkwy. 


713-871-9911 

Esmeralda Hospitality Limited 

Houston-Northwest, TX 

20035 Northwest Freeway 


281-890-2299 

Heritage Inn Number XXVIII. Limited 

Partnership 

Houston-Texas City, TX 

2320 FM 2004 

Texas City, TX 77591 

409-986-6686 

Heritage Inn Number LIV. Limited 

Partnership 

Houston-Willowbrook Mall, TX 

7645 West FM 1960 


281-955-2400 

VMV, LLC 

Houston/Baytown, TX 

7211 Garth Rd. 

Baytown, TX 77521 

281-421-1234 

S & S Union Inc. 

Houston/Deer Park-Ship Channel Area, TX 

1450 Center Street 

Deer Park, TX 77536 

281-930-9091 

Humble Capital Group, L.L.C. 

Houston/Humble, TX 


Humble, TX 77338 

281-446-4800 

Omkar Enterprises Pearland, LP 

Houston/Pearland, TX 

6515 Broadway Street 

Pearland, TX 77581 

832-736-9977 

Heritage Inn Number XXXVIII 

Houston/Stafford, TX 

4714 Techniplex Dr. 

Stafford, TX 77477 

281-565-0559 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

TECHNO-LODGING, L.P. 

Kerrville, TX 

2038 Sidney Baker Street 

Kerrville, TX 78028 

830-257-0600 

Aisha Hospitality, LLC 

Kilgore, TX 


Kilgore, TX 75662 

903-983-3300 

KRNS, L.C. 

Killeen, TX 

2702 O.W. Curry Drive 

Killeen, TX 76542 

254-554-7110 

Baldev R. Bhakta 

Kingsville, TX 

2489 South U.S. Hwy 77 

Kingsville, TX 78363 

361-592-9800 


Laredo, TX 

7903 San Dario 

Laredo, TX 78045 

956-717-8888 

Lindale Lodging, L.P. 

Lindale/Tyler Area, TX 

3505 South Main 

Lindale, TX 75771 

903-882-1002 

Livingston Innkeepers II, Ltd. 

Livingston, TX 

1510 US Highway 59 South Loop 

Livingston, TX 77351 

936-327-2300 

Universal Award, Inc. 

Longview, TX 

112 South Access Road 

Longview, TX 75603 

903-758-0959 

Heritage Inn Number XXI, Limited 

Partnership 

Lubbock, TX 

4003 South Loop 289 

Lubbock, TX 79423 

806-795-1080 

Heritage Hotels Marble Falls, LLC (f/k/a 

Heritage 

Marble Falls-On The Lake, TX 

704 First Street 

Marble Falls, TX 78654 

830-798-1895 

Happy Lodging, Inc. 

Marshall, TX 

5100 South East End Boulevard 

Marshall, TX 75672 

903-927-0079 

Vinod M. Bhakta & Vasant G. Hari 

Midland, TX 

5011 West Loop 250 North 

Midland, TX 79707 

432-520-9600 

ODHI Development, L.P. 

Odessa, TX 

3923 John Ben Sheppard Pkwy 

Odessa, TX 79762 

432-363-2900 

Jai Ram, Inc. 

Orange, TX 

2080 Interstate 10 West 

Orange, TX 77632 

409-883-2500 

PMP Duncan, LLC 

Pampa, TX 

2820 North Perryton Parkway 

Pampa, TX 79065 

806-669-1555 

Mihir Enterprises, Inc. 

Paris, TX 

3563 NE Loop 286 

Paris, TX 75460 

903-784-6536 

ANG Pecos Hospitality LLC 

Pecos, TX 

191 South Frontage Road 

Pecos, TX 79772 

432-447-0174 

Collin Hospitality, L.P. 

Plano/North Dallas, TX 

4901 Old Sheppard Place 

Plano, TX 75093 

972-519-1000 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Heritage Inn Number XXIV.Limited 

Partnership 

San Angelo, TX 

2959 Loop 306 

San Angelo, TX 76904 

325-942-9622 

ENN Leasing Company, Inc. 

San Antonio-Dwtn (Riverwalk), TX 

414 Bowie Street 

San Antonio, TX 78205 

210-225-8500 

San Antonio HHP-II, LLC 

San Antonio-Northwest/Seaworld Area 

4803 Manitou Dr. 


210-684-9966 

SPN Hotel, Ltd. 

San Antonio-Northwoods, TX 

2127 Gold Canyon Drive 


210-404-1144 

Encore San Antonio Leaseco, Inc. 

San Antonio/Six Flags, TX 

11010 I-10 West 


210-561-9058 

Spar Enterprises LP 

Seguin, TX 

1130 Larkin Ave 

Seguin, TX 78155 

830-379 4400 

Texoma Hospitality, Inc. 

Sherman, TX 

2904 Michelle Drive 

Sherman, TX 75090 

903-893-9333 

Cox Hospitality Group, LLC 

Sulphur Springs, TX 

1202 Mockingbird Lane 

Sulphur Springs, TX 75482 

903-439-4646 

West Texas Hotels, LLC 

Sweetwater, TX 

302 SE Georgia Avenue 

Sweetwater, TX 79556 

325-235-3337 

Heritage Inn Number III, Limited Partnership 

Temple, TX 

1414 SW H.K. Dodgen Loop 

Temple, TX 76504 

254-778-6700 

VAJYA, L.L.C. 

Tyler, TX 

3130 Troup Highway 

Tyler, TX 75701 

903-596-7752 

Van Horn Lodging LLC 

Van Horn, TX 

1921 SW Frontage Road 

Van Horn, TX 79855 

432-283-0088 

Goose Development Corp. 

Victoria, TX 

7006 North Navarro 

Victoria, TX 77904 

361-573-9911 

Royal Living, Inc. 

Waco, TX 

4259 North I-35 

Waco, TX 76705 

254-412-1999 

NPAK, Inc. 

Weatherford, TX 

2524 S. Main Street 

Weatherford, TX 76087 

817-599-4800 

Heritage Inn Number LXX, Limited 

Partnership 

Wichita Falls-Sikes Senter Mall, TX 

4217 Kemp Blvd. 

Wichita Falls, TX 76308 

940-692-1999 

UTAH 

Safari Property Management, Inc. 

Cedar City, UT 

1145 S. Bentley Boulevard 

Cedar City, UT 84720 

435-586-5000 

MSO, LLC 

Lehi-Thanksgiving Point, UT 

3576 North Maple Loop 

Lehi, UT 84043 

801-766-1186 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Saddleback Lodging, Inc., 

Logan, UT 


Logan, UT 84341 

435-713-4567 

James P. Koehler 

Moab, UT 


Moab, UT 84532 

435-259-3030 


Provo, UT 

1511 South 40 East 

Provo, UT 84601 

801-377-6396 

Mark W. Greenwood and Carla C. 

Greenwood, Joint Te 

Richfield, UT 

1100 West 1350 South 

Richfield, UT 84701 

435-896-0373 

Dee's Inc. 

Salt Lake City-Central, UT 

2055 South Redwood Road 

Salt Lake City, UT 84104 

801-886-0703 

The Inn Group, L.L.C. 

Salt Lake City-Downtown, UT 

425 South 300 West 


801-741-1110 

Cottontree Hospitality Group, an Idaho 

limited par 

Salt Lake City-North, UT 

2393 South 800 West 

Woods Cross, UT 84087 

801-296-1211 

Kent O. Clausen, Mary H. Clausen, Cal A. 

Clause 

Salt Lake City/Layton, UT 

1700 N. Woodland Park Drive 

Layton, UT 84041 

801-775-8800 

Millcreek Property Management, Inc. 

Salt Lake City/Murray, UT 



801-293-1300 

Bien Venue, Inc. 

Salt Lake City/Sandy, UT 

10690 S. Holiday Park Dr. 

Sandy, UT 84070 

801-571-0800 

Dixie Paradise Property, LC 

St. George, UT 

53 North River Road 

Saint George, UT 84790 

435-652-1200 

Great American Motor Inn, Inc. 

Tooele, UT 

461 South Main Street 

Tooele, UT 84074 

435-843-7700 

Tremonton Hospitality LLC 

Tremonton, UT 


Tremonton, UT 84337 

435-257-6000 

VERMONT 

Cousins Bennington Hotel, LLC 

Bennington, VT 

51 Hannaford Square 

Bennington, VT 05201 

802-440-9862 

Maple Lodging Inc. 

Brattleboro, VT 

1378 Putney Road 

Brattleboro, VT 05301 

802-254-5700 

Burlington Hotel Investment Group, LLC 

Burlington, VT 

42 Lower Mountain View Drive 

Colchester, VT 05446 

802-655-6177 

Butson Rutland, LLC 

Rutland, VT 

47 Farrell Road 

Rutland, VT 05701 

802-773-9066 

Butson White River Junction II, LLC 

White River Junction, VT 

104 Ballardvale Drive 

White River Junction, VT 05001-3830 

802-296-2800 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

VIRGINIA 

Atlantic Host, LLC 

Abingdon, VA 


Abingdon, VA 24211 

276-619-4600 

4800 Hotel Properties, LLC 

Alexandria, VA 

4800 Leesburg Pike 

Alexandria, VA 22302 

703-671-4800 

MJS Corporation 

Alexandria-Old Town/King St., VA 

1616 King Street 


703-299-9900 

I & B Services, Inc. 

Charlottesville, VA 

2035 India Rd 

Charlottesville, VA 22901 

434-978-7888 

Ebbitt Corporation 

Chester, VA 

12610 Chestnut Hill Road 

Chester, VA 23836 

804-768-8888 


Christiansburg/Blacksburg, VA 

380 Arbor Drive 

Christiansburg, VA 24073 

540-381-5874 

Riverside Motel Corp. 

Danville, VA 


Danville, VA 24540 

434-793-1111 

Jayam, Inc. 

Dublin, VA 

4420 Cleburne Boulevard 

Dublin, VA 24084 

540-674-5700 

Cascades Hospitality Corporation 

Dulles/Cascades, VA 

46331 McClellan Way 

Sterling, VA 20165 

703-450-9595 

Smital Corporation 

Dumfries/Quantico, VA 

16959 Old Stage Road 

Dumfries, VA 22025 

703-441-9900 

Ninety Five LLC 

Emporia, VA 

898 Wiggins Road 

Emporia, VA 23847 

434-634-9200 

Fair Lee Associates Limited Partnership 

Fairfax City, VA 

10860 Fairfax Boulevard 

Fairfax, VA 22030 

703-385-2600 

Sunchase Inn, LLC 

Farmville, VA 

300 Sunchase Boulevard 

Farmville, VA 23901 

434-392-8826 

Aikens Corporation 

Front Royal, VA 

9800 Winchester Road 

Front Royal, VA 22630 

540-635-1882 

Hariaum Corporation 

Ft. Chiswell/Max Meadows, VA 

199 Ft. Chiswell Road 

Max Meadows, VA 24360 

276-637-4027 

Vishram, LLC 

Gainesville/Haymarket, VA 

7300 Atlas Walk Way 

Gainesville, VA 20155 

703-753-1500 

Raga Corporation 

Galax, VA 

205 Cranberry Road 

Galax, VA 24333 

276-238-4605 

GH2, L.L.C. 

Gloucester, VA 

6638 Forest Hill Avenue 

Gloucester, VA 23061 

804-693-9393 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Paradise II, LLC 

Hampton/Newport News, VA 

3101 Coliseum Drive 

Hampton, VA 23666 

757-838-1400 

Valley Motel Company 

Harrisonburg, VA 


Harrisonburg, VA 22801 

540-432-1111 

Dominion Hotel Company 

Harrisonburg-South, VA 

43 Covenant Drive 

Harrisonburg, VA 22801 

540-437-0090 

Milo C. Cockerham, Inc. 

Hillsville, VA 

90 Farmers Market Road 

Hillsville, VA 24343 

276-728-2345 

HI of Lexington, LLC 

Lexington-Historic Area, VA 

401 E. Nelson Street 

Lexington, VA 24450 

540-463-2223 

Choice Inn, Inc. 

Lynchburg, VA 

5604 Seminole Avenue 

Lynchburg, VA 24502 

434-237-2704 

Sudley Inn Partnership 

Manassas, VA 

7295 Williamson Blvd. 

Manassas, VA 20109 

703-369-1100 

Daly GC, Inc. 

Martinsville, VA 


Martinsville, VA 24112 

276-647-4700 

Newport Associates, L.L.C 

Newport News-Victory Boulevard, VA 

151 Ottis Street 

Newport News, VA 23602 

757-989-8977 


Norfolk-Naval Base, VA 

8501 Hampton Boulevard 

Norfolk, VA 23505-1009 

757-489-1000 

701A Woodlake Drive, LLC 

Norfolk/Chesapeake(Greenbrier Area), VA 

701A Woodlake Dr. 

Chesapeake, VA 23320 

757-420-1550 

Churchland Motel Associates 

Norfolk/Chesapeake/Portsmouth, VA 

3235 Western Branch Blvd. 


757-484-5800 

Astra Acquisitions, LLC 

Norfolk/Virginia Beach, VA 

5793 Greenwich Rd. 

Virginia Beach, VA 23462 

757-490-9800 

Horizon Partners II, LLC 

Petersburg/Ft. Lee, VA 

11909 South Crater Road 

Petersburg, VA 23805 

804-732-1400 

Shamin - HAM, Inc. 

Petersburg/Hopewell, VA 

5103 Plaza Drive 

Hopewell, VA 23860 

804-452-1000 

Roslyn Hotel, LLC 

Petersburg/Southpark Mall, VA 

403 East Roslyn Road 

Colonial Heights, VA 23834 

804-520-7333 

Shamin-Mechanicsville Hospitality, L.C. 

Richmond-Mechanicsville, VA 

7433 Bell Creek Road 

Mechanicsville, VA 23111-3452 

804-559-0559 

Hospitality Midlothian, L.C. 

Richmond-Midlothian Turnpike, VA 

800 Research Road 

Richmond, VA 23236 

804-897-2800 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Shanti Investments, Inc. 

Richmond-North/Ashland, VA 

705 England Street 

Ashland, VA 23005 

804-752-8444 

HOSPITALITY TWO, L.C. 

Richmond-Southwest (Hull Street), VA 

3620 Price Club Boulevard 

Midlothian, VA 23112 

804-675-0000 

Cedar Inns, L. C. 

Richmond-West, VA 

10800 W. Broad St. 

Glen Allen, VA 23060 

804-747-7777 

Audubon IV, LLC 

Richmond/Airport, VA 

421 International Center Drive 

Sandston, VA 23150 

804-226-1888 

Hambell LLC 

Richmond/South, VA 

4300 Commerce Road 


804-743-3550 

Eastern Motor Inns, Inc. 

Roanoke-Airport, VA 

6621 Thirlane Rd. 

Roanoke, VA 24019 

540-265-2600 

PD Lodging Associates, LLC 

Roanoke/Hollins - I-81, VA 

7922 Plantation Rd. 

Roanoke, VA 24019 

540-563-5656 

Virginia Eastern Company, L.L.C. 

Roanoke/Salem, VA 

1886 Electric Road 

Salem, VA 24153 

540-776-6500 

SML Hotel, LLC 

Smith Mountain Lake/Gretna, VA 

200 McBride Lane 

Gretna, VA 24557 

434-656-9000 

Mrugesh P. Thanawala & Thakor G. Patel 

South Hill, VA 

I-85 & U.S. 58 

200 Thompson St. 

South Hill, VA 23970 

434-447-4600 

LLI Enterprises, Inc.(VA) 

Springfield, VA 

6550 Loisdale Court 

Springfield, VA 22150 

703-924-9444 

Paras Corporation 

Stafford/Quantico-Aquia, VA 

2925 Jefferson Davis Hwy. 

Stafford, VA 22554 

540-657-0999 

HI of Staunton, L.L.C. 

Staunton, VA 

40 Payne Lane 

Staunton, VA 24401 

540-886-7000 

MST Hospitality, LLC 

Stony Creek, VA 

10476 Blue Star Highway 

Stony Creek, VA 23882 

434-246-5500 

Ocean Ranch Motel Corporation 

Virginia Beach-Oceanfront North, VA 

3107 Atlantic Avenue 


757-428-7233 

11th Street, L.C. 

Virginia Beach/Oceanfront South, VA 

1011 Atlantic Avenue 


757-965-2300 

Highlands of Warrenton, L.L.C. 

Warrenton, VA 

501 Blackwell Road 

Warrenton, VA 20186 

540-349-4200 

Dulles South Hospitality LLC 

Washington-Dulles Int'l. Apt. So. 

4050 Westfax Dr. 

Chantilly, VA 20151 

703-818-8200 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

HI of Waynesboro, LLC 

Waynesboro/Stuarts Draft, VA 

15 Four Square Lane 

Fishersville, VA 22939 

540-213-9500 

Aikens & Allen L.P., L.L.P. 

Winchester-North, VA 

1204 Berryville Avenue 

Winchester, VA 22601 

540-678-4000 

Duff's Motel, Inc. 

Winchester-University/Mall Area, VA 

1655 Apple Blossom Drive 

Winchester, VA 22601 

540-667-8011 

Twinkle Woodbridge, LLC 

Woodbridge, VA 

1240 Annapolis Way 

Woodbridge, VA 22191 

703-490-2300 

United Investors Virginia, L.C. 

Wytheville, VA 

950 Pepper's Ferry Road 

Wytheville, VA 24382 

276-228-6090 

WASHINGTON 

Scion Hotel Management LLC 

Bellingham-Airport, WA 

3985 Bennett Drive 

Bellingham, WA 98225 

360-676-7700 

Tri States Development - Ellensburg, LLC 

Ellensburg, WA 

2705 Triple L Loop 

Ellensburg, WA 98926 

509-933-1600 

Oakwood Inns, L.L.C. 

Richland/Tri-Cities, WA 

486 Bradley Boulevard 

Richland, WA 99352 

509-943-4400 

Airport Investment Company, Inc. 

Seattle-Airport, WA 

19445 International Boulevard 

Seattle, WA 98188 

206-878-1700 

Tukwila Hotel, LLC 

Seattle/Southcenter, WA 


Tukwila, WA 98188 

425-228-5800 

Douglass & Vandervert Developments 

Spokane, WA 

2010 S. Assembly Road 

Spokane, WA 99224 

509-747-1100 

WEST VIRGINIA 


Beckley, WV 

110 Harper Park Drive 

Beckley, WV 25801 

304-252-2121 

Bridgeport Hotel Limited Partnership 

Bridgeport/Clarksburg, WV 

1515 Johnson Ave. 

Bridgeport, WV 26330 

304-842-9300 

Mayfair Hotels, Inc. 

Buckhannon, WV 

1 Commerce Boulevard 

Buckhannon, WV 26201 

304-473-0900 

Charleston, WV Hotel Limited Partnershp 

Charleston-Downtown, WV 

1 Virginia Street West 

Charleston, WV 25302 

304-343-9300 

Hospitality Ventures Limited Liability 

Company 

Charleston-Southridge, WV 

#1 Preferred Place 

Charleston, WV 25309 

304-746-4646 

Center Designs, L.L.C. 

Elkins, WV 

480 Plantation Drive 

Elkins, WV 26241 

304-630-7500 

S.K.P. & R., L.L.C. 

Huntington/Barboursville, WV 

One Cracker Barrell Drive 

Barboursville, WV 25504 

304-733-5300 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Aikens Corporation 

Inwood, WV 

4758 Gerrardstown Road 

Inwood, WV 25428 

304-229-6677 

Brier Properties, L.L.C. 

Lewisburg, WV 

30 Coleman Drive 

Lewisburg, WV 24901 

304-645-7300 

Winchester Hospitality, LLC 

Martinsburg, WV 

975 Foxcroft Avenue 

Martinsburg, WV 25401 

304-267-2900 


Morgantown, WV 

1053 Van Voorhis Road 

Morgantown, WV 26505 

304-599-1200 

SKP and R, LLC-W-4 

Parkersburg, WV 

64 Elizabeth Pike 

Mineral Wells, WV 26150 

304-489-2900 

SWV Hotel Limited Partnership 

Princeton, WV 

277 Meadowfield Lane 

Princeton, WV 24740 

304-431-2580 

J. C. Baker & Son, Inc. 

Summersville, WV 

5400 Webster Road 

Summersville, WV 26651 

304-872-7100 

Motel Property Development Corporation 

Wheeling, WV 

795 National Road 

Wheeling, WV 26003 

304-233-0440 

SKP and R, LLC-W-1 

Winfield/Teays Valley, WV 


Hurricane, WV 25526 

304-760-7292 

WISCONSIN 

Midwest Lodging Investors X, LLC 

Appleton, WI 

350 Fox River Drive 

Appleton, WI 54913 

920-954-9211 

OCI Properties I, LLC 

Eau Claire, WI 

2622 Craig Road 

Eau Claire, WI 54701 

715-833-0003 

Elkhorn Hotel Group, LLC 

Elkhorn, WI 

40 West Hidden Trail 

Elkhorn, WI 53121 

262-743-2360 

OAB GreenBay Hotel, LLC 

Green Bay, WI 

2840 Ramada Way 

Green Bay, WI 54304-5786 

920-498-9200 

Grand Valley Hospitality, LLC 

Janesville, WI 

2400 Fulton Street 

Janesville, WI 53546 

608-754-4900 

OAB Onalaska Hotel, LLC 

La Crosse/Onalaska, WI 


Onalaska, WI 54650 

608-779-5000 

Madison East Lodging Investors, LLC f/k/a 

Midwest 

Madison-East Towne Mall Area, WI 

4820 Hayes Rd. 

Madison, WI 53704 

608-244-9400 

Milwaukee Airport Lodging Partners Limited 

Partner 

Milwaukee-Airport, WI 

1200 West College Avenue 

Milwaukee, WI 53221 

414-762-4240 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Milwaukee Lodging Associates, LLP 

Milwaukee-Northwest, WI 

5601 N. Lover's Lane Rd. 

Milwaukee, WI 53225-2201 

414-466-8881 

Midwest Lodging Investors IV, LLC 

Milwaukee/Brookfield, WI 

575 North Barker Road 

Brookfield, WI 53045 

262-796-1500 

Village Park Hospitality, L.L.C. 

Plover/Stevens Point, WI 

3090 Village Park Drive 

Plover, WI 54467 

715-295-9900 

R & M Stump Investments, LLC 

Tomah, WI 

219 Buan Street 

Tomah, WI 54660 

608-374-3800 

The Bed Company of Wyoming, Inc. 

Laramie, WY 

3715 East Grand Avenue 

Laramie, WY 82070 

307-742-0125 

Estes Hospitality, LLC 

Rawlins, WY 

406 Airport Road 

Rawlins, WY 82301 

307-324-2320 

Timberline Hospitalities 

Rock Springs, WY 

1901 Dewar Drive 

Rock Springs, WY 82901 

307-382-9222 

Prime Lodging, Inc. 

Sheridan, WY 

980 Sibley Circle 

Sheridan, WY 82801 

307-673-2734 

First Lodging Partners IV Limited 

Partnership 

Wausau, WI 

615 S. 24th Avenue 

Wausau, WI 54401 

715-848-9700 

WYOMING 

PJP Enterprises, Inc. 

Cheyenne, WY 

1781 Fleischli Parkway 

Cheyenne, WY 82001 

307-632-2747 

SIVM Motel, Inc. 

Evanston, WY 

101 Wasatch Road 

Evanston, WY 82930 

307-789-5678 

Ghazanfar Khan, Mohammed Khan & 

Zulfigar Khan 

Gillette, WY 

211 Decker Court 

Gillette, WY 82716 

307-686-2000 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

HAMPTON INN & SUITES 

LIST OF FRANCHISES 

As of December 31, 2010, franchised hotels were in operation at the following locations: 

ALABAMA 

Athens Hotel Partners, LLC 

Athens/I-65, AL 

1222 Kelli Drive 

Athens, AL 35613 

256-232-2377 

Tutwiler Hotel, LLC 

Birmingham-Downtown/Tutwiler, AL 

2021 Park Place 


205-322-2100 

AUM Hoover, LLC 

Birmingham-Riverchase/Galleria, AL 

4520 Galleria Boulevard 

Hoover, AL 35244 

205-380-3300 

Shiva Group, L.L.C. 

Birmingham/East I-20, AL 

3930 Grants Mill Road 


205-933-0444 

AUM Properties, L.L.C. 

Birmingham/Pelham, AL 

232 Cahaba Valley Road 

Pelham, AL 35124 

205-313-9500 


Dothan, AL 

4684 Montgomery Highway 

Dothan, AL 36303 

334-671-7672 

Windwood - Florence, LLC 

Florence-Downtown, AL 

505 South Court Street 

Florence, AL 35630 

256-767-8282 

Hospitality Group, L.L.C. 

Huntsville/Hampton Cove, AL 

6205 Hwy 431 South 

Huntsville, AL 35763 

256-532-2110 

Greater Valley Hospitality Group, LLC 

Lanett/I-85, AL 

4210 Phillips Road 

Lanett, AL 36863 

334-576-5400 

MHG of Mobile, Alabama #5, LLC 

Mobile I-65 @ Airport Blvd., AL 

1028 West I-65 Service Road South 


251-343-4007 

Darryl G. Lapointe 

Mobile-Providence Park/Airport Area, AL 

525 Providence Park Drive East 


251-776-5866 

Windwood - Mobile, LLC 

Mobile/Downtown-Historic District, AL 

62 South Royal Street 


251-436-8787 

P & T Hospitality, L.L.C. 

Montgomery-Downtown, AL 

100 Commerce Street 

Montgomery, AL 36104 

334-265-1010 

Alabama Hotel Properties, LLC 

Montgomery-Eastchase, AL 

7651 EastChase Parkway 

Montgomery, AL 36117 

334-277-1818 

Opelika Hotels I, LLC 

Opelika-I-85-Auburn Area, AL 

3000 Capps Way 

Opelika, AL 36804 

334-745-4311 


Oxford/Anniston, AL 

210 Colonial Drive 

Oxford, AL 36203 

256-831-8958 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

RAM Hospitality, LLC 

Phenix City (Columbus Area), AL 

620 Martin Luther King Jr. Parkway 

Phenix City, AL 36869 

334-664-0776 

Scottsboro Developments, LLC 

Scottsboro, AL 

24747 John T. Reid Parkway 

Scottsboro, AL 35768 

256-259-5200 

ALASKA 

K2 Fairbanks, LLC 

Fairbanks, AK 

433 Harold Bentley Avenue 

Fairbanks, AK 99701 

800-HAMPTON 

ARIZONA 

Saco Management, Inc. 

Flagstaff/West/Nau Area, AZ 

2400 S. Beulah Blvd. 

Flagstaff, AZ 86001 

928-913-0900 

Mohave Hospitality, LLC 

Kingman, AZ 

1791 Sycamore Avenue 

Kingman, AZ 86409 

928-692-0200 

Campbell Lodging, Inc. 

Phoenix Airport South, AZ 



602-438-8688 

Chandler Spectrum Lodging Investors I, LLC 

Phoenix Chandler/Fashion Center, AZ 

1231 South Spectrum Boulevard 

Chandler, AZ 85286 

480-917-9500 

Glendale Westgate Lodging Investors, LLC 

Phoenix Glendale/Westgate, AZ 

6630 North 95th Avenue 

Glendale, AZ 85305 

623-271-7771 

Deer Valley Lodging Investors, LLC 

Phoenix North/Happy Valley, AZ 

2550 West Charlotte Drive 


623-516-9300 

Byrd Enterprises of Arizona, Inc. 

Phoenix-Goodyear, AZ 

2000 N. Litchfield Road 

Goodyear, AZ 85395 

623-536-1313 

Paramount Investor Group, L.L.C. 

Phoenix/Gilbert, AZ 

3265 South Market Street 

Gilbert, AZ 85297 

480-543-1500 


Phoenix/Scottsdale, AZ 

16620 North Scottsdale Road 

Scottsdale, AZ 85254 

480-348-9280 

VRE Holding II, L.L.C., 

Phoenix/Tempe-ASU, AZ 

1429 N. Scottsdale Road 

Tempe, AZ 85281 

480-675-9799 

Lonesome Valley Hospitality, LLC 

Prescott Valley, AZ 

2901 North Glassford Hill Road 

Prescott Valley, AZ 86314 

928-772-1800 

WMH Enterprises LLC 

Show Low/Pinetop, AZ 

1501 East Woolford Road 

Show Low, AZ 85901 

928-532-4444 

Trivest Hotels, LLC 

Surprise, AZ 

14783 West Grand Avenue 

Surprise, AZ 85374 

623-537-9122 

CPX Tucson Gateway OPAG, LLC 

Tucson East, AZ 

251 South Wilmot Road 


{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

520-514-0500 

Saunders Hotels, L.L.C. 

Tucson-Mall, AZ 

5950 North Oracle Road 


520-618-8000 

Yuma One Limited Partnership 

Yuma, AZ 

1600 East 16th Street 

Yuma, AZ 85365 

928-329-5600 

ARKANSAS 

MHG Little Rock HN, LP 

Little Rock-Downtown, AR 

320 River Market Avenue 

Little Rock, AR 72201 

501-244-0600 

New Project, L.L.C. 

Little Rock-West, AR 

1301 South Shackleford Road 

Little Rock, AR 72211 

501-537-3000 

Boerne Texas Investment Associates, LLC 

Pine Bluff, AR 

511 Mallard Loop 

Pine Bluff, AR 71603 

870-850-7488 

Atrium TRS II, L.P. 

Springdale, AR 


Springdale, AR 72762 

479-756-3500 

CALIFORNIA 

West Coast Lodging Developers, L.L.C. 

Agoura Hills, CA 

30255 Agoura Road 

Agoura Hills, CA 91301 

818-597-0333 

Knel Corporation 

Arcata, CA 

4750 Valley West Blvd 

Arcata, CA 95521 

707-822-5896 

Spectrum Hotel #1, LLC 

Bakersfield North/Airport, CA 

8818 Spectrum Park Way 


661-391-0600 

Prime Hospitality Services, LLC 

Bakersfield/Hwy 58, CA 

7941 East Brundage Lane 


661-321-9424 

Sagemont - Banning, LLC 

Banning/Beaumont, CA 

6071 Joshua Palmer Way 

Banning, CA 92220 

951-922-1000 

Hospitality Express II, L.L.C. 

Barstow, CA 

2710 Lenwood Road 

Barstow, CA 92311 

760-253-2600 

LLO OPERATOR, INC., 

Camarillo, CA 

50 W. Daily Drive 

Camarillo, CA 93010 

805-389-9898 

Orion Hospitality LLC 

Chino Hills, CA 

3150 Chino Avenue 

Chino Hills, CA 91709 

909-591-2474 


Clovis - Airport North, CA 

855 Gettysburg Avenue 

Clovis, CA 93612 

559-348-0000 

Dominguez Plaza Hotel, LLC 

Colton/San Bernardino Area, CA 

250 North 9th Street 

Colton, CA 92324 

909-370-2424 

Redwood Oceanfront Resort LLC 

Crescent City, CA 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

100 A Street 

Crescent City, CA 95531 

707-465-5400 

Los Angeles-Burbank Airport, CA 

7501 North Glenoaks Boulevard 

Burbank, CA 91504 

818-768-1106 

Folsom Lodging, LLC 

Folsom, CA 

155 Placerville Road 

Folsom, CA 95630 

916-235-7744 

37 Hotel Fresno, LLC 

Fresno, CA 

327 E. Fir Avenue 

Fresno, CA 93720 

559-447-5900 

H COAST, LLC 

Hemet, CA 

3700 West Florida Avenue 

Hemet, CA 92545 

951-929-7373 

Hermosa Hotel Investment, LLC 

Hermosa Beach, CA 

1530 Pacific Coast Highway 

Hermosa Beach, CA 90254 

310-318-7800 

Victoria Development Company 

Highland, CA 

27959 Highland Avenue 

Highland, CA 92346 

909-862-8000 

K Partners Lancaster I, LP 

Lancaster, CA 

2300 W. Double Play Way 

Lancaster, CA 93536 

661-940-9194 

Balu K. Patel & Anjana B. Patel 

Lathrop, CA 

103 East Louise Avenue 

Lathrop, CA 95330 

209-982-5070 

Geweke VII, L.P. 

Lodi, CA 

1337 South Beckman Road 

Lodi, CA 95240 

209-369-2700 

Five Stars Hospitality, LLC 

{000011-999987 00176898.DOC; 2} 

March 2011 


Dominion International, Inc. 

LOS ANGELES/BUENA PARK/DISNEY 

7828 E. Orangethorpe Avenue 

Buena Park, CA 90621 

714-670-7200 

Harbor Suites, LLC 

LOS ANGELES/DISNEYLAND 

AREA/ANAHEIM 

11747 Harbor Blvd. 

Garden Grove, CA 92840 

714-703-8800 

Nick Nishanian 

Los Angeles/Sherman Oaks, CA 

5638 Sepulveda Blvd. 

Sherman Oaks, CA 91411 

818-785-2211 

Balaji Hotels, Inc. 

Madera, CA 

3254 Airport Dr 

Madera, CA 93637 

559-661 0910 

Manteca Lodging, LLC 

Manteca, CA 

1461 Bass Pro Drive 

Manteca, CA 95336 

209-823-1926 

Incline Hotels, Inc. 

Merced, CA 

225 South Parsons Avenue 

Merced, CA 95340 

209-386-1210 

Aleena Investments, LLC 

Modesto/Salida, CA 

4921 Sisk Road 

Salida, CA 95368 

209-543-3650 

Palmetto Hospitality of Moreno Valley I, LLC 

Moreno Valley, CA 

12611 Memorial Way 

Moreno Valley, CA 92553 

951-571-7788

EXHIBIT A 

Krishna Mountain View, Inc. 

Mountain View/Silicon Valley, CA 

390 Moffett Blvd. 

Mountain View, CA 94043-4726 

650-988-0300 

Balaji Alameda LLC 

Oakland Airport/Alameda, CA 

1700 Harbor Bay Parkway 

Alameda, CA 94502 

510-521-4500 

Moody National Ontario MT, LLC 

Ontario, CA 

4500 East Mills Circle 

Ontario, CA 91764 

909-980-9888 

Dutt Hospitality Group, Inc. 

Palm Desert, CA 

74-900 Gerald Ford Drive 

Palm Desert, CA 92211 

760-340-1001 

K Partners Palmdale LP 

Palmdale, CA 

39428 Trade Center Drive 

Palmdale, CA 93551 

661-265-7400 

Pacific Coast Hotel Properties I, LLC 

Paso Robles, CA 

212 Alexa Court 

Paso Robles, CA 93446 

805-226-9988 

BMS Investments 5, LLC 

Pittsburg, CA 

1201 California Avenue 

Pittsburg, CA 94565 

925-473-1300 

Kumar Hotels, Inc. 

Red Bluff, CA 

520 Adobe Road 

Red Bluff, CA 96080-9623 

530-529-9916 

Larkspur Group, LLC 

Redding, CA 

2160 Larkspur Lane 

Redding, CA 96002 

530-224-1001 

{000011-999987 00176898.DOC; 2} 

March 2011 


K Partners Ridgecrest III, LP 

Ridgecrest, CA 

104 East Sydnor Avenue 

Ridgecrest, CA 93555 

760-446-1968 

Riverside Lodging Associates LLC 

Riverside/Corona East, CA 

4250 Riverwalk Parkway 

Riverside, CA 92505 

951-352-5020 

CPX Rohnert Gateway OPAG, LLC 

Rohnert Park/Sonoma County, CA 

6248 Redwood Drive 

Rohnert Park, CA 94928 

707-586-8700 

Roseville-H.I.S. I, Inc. 

Roseville, CA 

110 North Sunrise Avenue 

Roseville, CA 95661 

916-772-9900 

ARS Hospitality, Inc. 

Sacramento-Cal Expo, CA 

2230 Auburn Blvd. 

Sacramento, CA 95821 

916-927-2222 

Geweke Natomas 11, L.P. 

Sacramento-North Natomas, CA 

3021 Advantage Way 

Sacramento, CA 95834 

916-928-5700 

Dominion Lodging Elk Grove, LLC 

Sacramento/Elk Grove Laguna I-5, CA 

2305 Longport Ct 

Elk Grove, CA 95758 

916-683 9545 

QSSC, LLC 

San Clemente, CA 

2481 S. El Camino Real 

San Clemente, CA 92672 

949-366-1000 

Ocean Park Hotels - PWY, LLC 

San Diego/Poway, CA 

14068 Stowe Drive 

Poway, CA 92064 

858-391-1222

EXHIBIT A 

Saturn Investment Group, LLC 

San Francisco/Burlingame, CA 

1755 Bayshore Highway 

Burlingame, CA 94010 

650-697-5736 

805-375-0376 


Tulare, CA 

1100 N. Cherry Street 

Tulare, CA 93274 

559-686-8700 

RAM DHNV MANAGEMENT, LLC 

San Jose, CA 

55 Old Tully Road 

San Jose, CA 95111 

408-298-7373 

SKAC Properties, LLC 

Santa Ana/Orange County Airport, CA 

2720 Hotel Terrace Drive 

Santa Ana, CA 92705 

714-556-3838 

2401 Seal Beach LLC 

Seal Beach, CA 

2401 Seal Beach Blvd 

Seal Beach, CA 90740 

562-594-3939 

KHK Management, Inc., 

Stockton, CA 

5045 Kingsley Road 

Stockton, CA 95215 

209-946-1234 

Waterfront Hotel Investors LLC 

Suisun City Waterfront, CA 

2 Harbor Center 

Suisun City, CA 94585 

707-429-0900 

Leo & Lanise Burke 

Tahoe/Truckee, CA 

11951 State Highway 267 

Truckee, CA 96161 

530-587-1197 

Temecula Lodging, LLC 

Temecula Valley Wine Country, CA 

28190 Jefferson Avenue 

Temecula, CA 92590 

951-506-2331 

Palmetto Hospitality of Thousand Oaks, LLC 

Thousand Oaks, CA 

510 North Ventu Park Road 

Thousand Oaks, CA 91320 

BKD Holdings 

Vacaville/Napa Valley Area, CA 

800 Mason Street 

Vacaville, CA 95688 

707-469-6200 

Palmetto Hospitality of West Sacramento I, 

LLC 

West Sacramento, CA 

800 Stillwater Road 

West Sacramento, CA 95605 

916-374-1909 

Bhadare/White Windsor, LLC 

Windsor/Sonoma Wine Country, CA 

8937 Brooks Road South 

Windsor, CA 95492 

707-837-9355 

Arvind Patel 

Woodland/Sacramento Area, CA 

2060 Freeway Drive 

Woodland, CA 95776 

530-662-9100 

Geweke-Yuba Properties, L.P. 

Yuba City, CA 

1375 Sunsweet Blvd 

Yuba City, CA 95991 

530-751-1714 

COLORADO 

Ellsworth, LLC 

Colorado Springs Air Force Academy/I-25 

1307 Republic Drive 


719-598-6911 

CHMK World Arena Hotel Partners, LLC 

Colorado Springs/I-25 South, CO 

2910 Geyser Dr. 


719-884-0330 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Century Shree Corporation 

Craig, CO 

377 Cedar Court 

Craig, CO 81625 

970-826-9900 

RLJ III - HA Denver Tech Center Lessee, 

LLC 

Denver Tech Center, CO 

5001 S. Ulster Street 


303-804-9900 

Apple Six Services Glendale, Inc. 

Denver-Cherry Creek, CO 

4150 East Kentucky Avenue 

Glendale, CO 80246 

303-692-1800 

IA Urban Hotels Denver TRS, L.L.C. 

Denver-Downtown, CO 

1845 Sherman Street 


303-864-8000 

MNR, L.L.C 

Denver-Littleton, CO 

7611 Shaffer Parkway 

Littleton, CO 80127 

303-973-2400 

Krish Amin 

Denver-Speer Boulevard, CO 

2728 Zuni Street 


303-455-4588 

Eagle Investors, Inc. 

Denver/Highlands Ranch, CO 

3095 W. County Line Road 

Littleton, CO 80129 

303-794-1800 

Spirit Hospitality, LLC 

Greeley, CO 

2350 West 29th St 

Greeley, CO 80631 

970-339-5525 

Cottonwood Holdings Parker, LLC 

Parker, CO 

19010 East Cottonwood Drive 

Parker, CO 80138 

303-841-2977 


Pueblo-Southgate, CO 

3315 Gateway Drive 

Pueblo, CO 81004 

719-566-1726 

Ashwin A. Amin 

Pueblo/North, CO 

4790 Eagleridge Circle 

Pueblo, CO 81008 

719-543-6500 

Rifle Land LLC 

Rifle, CO 

499 Airport Road 

Rifle, CO 81650 

970-625-1500 

Mesa Lodging L.L.C. 

Steamboat Springs, CO 

725 South Lincoln 

PO Box 881510 

Steamboat Springs, CO 80488-1510 

970-871-8900 

CONNECTICUT 

Merchant Founders Lodging, LLC 

East Hartford, CT 

351 Pitkin Street 

East Hartford, CT 06108 

860-282-2500 

Farmington Lodging, LLC 

Hartford/Farmington, CT 

301 Colt Highway 

Farmington, CT 06032 

860-674-8488 

Palmetto Hospitality of Manchester, LLC 

Manchester, CT 

1432 Pleasant Valley Road 

Manchester, CT 06042 

860-644-1732 

Olympia Equity Investors XX, LLC 

Mystic, CT 

6 Hendel Drive 

Mystic, CT 06355 

860-536-2536 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Sawmill Lessee, LLC 

New Haven-South/West Haven, CT 

510 Saw Mill Road 

West Haven, CT 06516 

203-932-0404 

Greenwich Hospitality Group, LLC 

Stamford, CT 

26 Mill River Street 

Stamford, CT 06902 

203-353-9855 

FLORIDA 

Amelia Harbor View, LLC 

Amelia Island/Hist Harbor Front, FL 

19 South 2nd Street 

Fernandina Beach, FL 32034 

904-491-4911 


Boynton Beach, FL 

1475 West Gateway Boulevard 

Boynton Beach, FL 33426 

561-369-0018 

Cape Hotel Suites, L.L.C. 

Cape Coral-Fort Myers Area, FL 

619 S.E. 47th Terrace 

Cape Coral, FL 33904 

239-540-1050 

RLJ II - HA Clearwater Lessee, LLC 

Clearwater/St. Petersburg Ulmerton Rd, F 

4050 Ulmerton Rd. 

Clearwater, FL 33762 

727-572-7456 

CHM Clermont Hotel Partners, LLC 

Clermont, FL 

2200 East Highway 50 

Clermont, FL 34711 

352-536-6600 

MSCI 2006 - HQ10 Highway 98 Lodging, 

LLC 

Destin/Sandestin Area, FL 


Destin, FL 32550 

850-837-7889 

Stirling Hospitality, LLC 

Fort Lauderdale-Arpt/Hollywood, FL 

2500 Stirling Road 

Hollywood, FL 33020 

954-922-0011 

MPC Hotels, Inc. 

Fort Lauderdale/Miramar, FL 

10990 Marks Way 

Miramar, FL 33025 

954-430-5590 

Palmetto Hospitality of Tamarac I, LLC 

Fort Lauderdale/West-Sawgrass/Tamarac, F 

5701 Madison Avenue 

Tamarac, FL 33321 

800-4267866 

Summerlin Square, LLC 

Fort Myers Beach/Sanibel Gateway, FL 

11281 Summerlin Square Blvd. 

Fort Myers Beach, FL 33931 

239-437-8888 

NHR Investments, LLC 

Fort Myers-Colonial Blvd., FL 

4350 Executive Circle 

Fort Myers, FL 33916 

239-931-5300 

Dilip (Dan) Patel 

Fort Pierce, FL 

1985 Reynolds Drive 

Fort Pierce, FL 34945 

772-828-4100 

CHM Estero Hotel Partners, LLC 

Ft. Myers/Estero, FL 

10611 Chevrolet Way 

Estero, FL 33928 

239-947-5566 

First Street Lodging, LLC 

Gainesville-Downtown, FL 

101 SE 1st Avenue 

Gainesville, FL 32601 

352-240-9300 

EDCO, LTD. 

Islamorada, FL 

80001 Overseas Highway 

Islamorada, FL 33036 

305-664-0073 

Elite Hospitality VI, LLC 

Jacksonville-Airport, FL 

13551 Airport Court 


904-741-4001 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Beaches Hospitality, LLC 

Jacksonville-Beach Blvd/Mayo Clinic Area 

13733 Beach Boulevard 


904-223-0222 


Jacksonville-Deerwood Park, FL 

4415 Southside Blvd. 


904-997-9100 

Airport Hotel Group, Ltd. 

Miami-Airport South/Blue Lagoon, FL 



305-262-5400 


Miami-Doral/Dolphin Mall, FL 

11600 NW 41st Street 


305-500-9300 

Impact Properties X, LLC 

Jacksonville/South-Bartram Park, FL 

13950 Village Lake Circle 


904-268-6264 

Eagle FL I SPE, LLC 

Lady Lake/The Villages, FL 

11727 NE 63rd Drive 

Lady Lake, FL 32162 

352-259-8246 

Arihunt Hospitality, Inc. 

Lake City, FL 

450 SW Florida Gateway Drive 

Lake City, FL 32024 

386-487-0580 

Lake Mary Hotel Associates, LLC 

Lake Mary at Colonial Townpark, FL 

850 Village Oak Lane 

Lake Mary, FL 32746 

407-995-9000 

KKM Enterprises, Inc. 

Lake Wales, FL 

22900 Hwy 27 

Lake Wales, FL 33859 

863-734-3000 

Columbia Hospitality, Inc. 

Lakeland-South/Polk Parkway, FL 

3630 Lakeside Village Blvd 

Lakeland, FL 33803 

863-603-7600 

Largo Hotel Partners, LLC 

Largo, FL 

100 East Bay Drive 

Largo, FL 33770 

727-585-3333 

Prime Hotel Group at Homestead, LLC 

Miami-South/Homestead, FL 

2855 N.E. 9th Street 

Homestead, FL 33033 

305-257-7000 

Venture Hospitality Partners, Ltd. 

Navarre, FL 

7710 Navarre Parkway 

Navarre, FL 32566 

850-939-4848 

Innisfree Hotels, Inc. 

Ocala/Belleview, FL 

2075 SW Highway 484 

Ocala, FL 34473 

352-347-1600 

Alafaya Hotel Co., Inc. 

Orlando-East/Univ.of Cen Fla., FL 

3450 Quadrangle Boulevard 


407-282-0029 

Hari OM, Inc. / ID I 

Orlando-International Dr. No., FL 

7448 North International Drive 


407-313-3030 

South Park Hospitality, L.L.C. 

Orlando-John Young Pkwy/S Park, FL 

7500 Futures Drive 


407-226-3999 

Big K, Inc. 

Orlando/Apopka, FL 

321 S. Lake Cortez Drive 

Apopka, FL 32703 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

407-880-7861 

Osceola Lodging Associates, LLP 

Orlando/South Lake Buena Vista, FL 

4971 Calypso Cay Way 

Kissimmee, FL 34746 

407-396-8700 

SAS Ventures, L.L.C. 

Palm Coast-South, FL 

150 Flagler Plaza Drive 

Palm Coast, FL 32137 

386-439-8999 


904-827-9797 

Florencia Park, LLC 

St. Petersburg-Downtown, FL 

80 Beach Drive NE 

Saint Petersburg, FL 33701 

727-892-9900 

CHM Stuart Hotel Partners, LLC 

Stuart-North, FL 

1150 NW Federal Highway 

Stuart, FL 34994 

772-692-6922 


Panama City Beach/Pier Park Area, FL 

13505 Panama City Beach Pkwy 

Panama City Beach, FL 32407 

850-230-9080 


Pensacola-University Mall, FL 

7050 Plantation Road 

Pensacola, FL 32504 

850-505-7500 

Depa Hotel, Inc. 

Port Richey, FL 

11050 U.S. Highway 19 

Port Richey, FL 34668 

727-869-4900 

155 SW Peacock Boulevard Holdings, LLC 

PORT ST. LUCIE-WEST, FL 

155 S.W. Peacock Boulevard 

Port Saint Lucie, FL 34986 

772-878-5900 

SRQ Innovation Green, LLC 

Sarasota/Bradenton-Airport, FL 

975 University Parkway 

Sarasota, FL 34243 

941-355-8140 

CCU Lodging Associates, L.L.C. 

Sarasota/University Park, FL 

8565 Cooper Creek Blvd 

University Park, FL 34201 

941-355-8619 

Vista Hotel V, Inc. 

St. Augustine/Vilano Beach, FL 

95 Vilano Road 

Sunshine Capital Hotels, LLC 

TALLAHASSEE I-10/THOMASVILLE RD, 

FL 

3388 Lonnbladh Road 

Tallahassee, FL 32308 

850-574-4900 

Llenroc Hospitality, LLC 

Tampa-East, FL 

11740 Tampa Gateway Blvd. 

Seffner, FL 33584 

813-630-4321 

Murphco of Florida, Inc. 

Tampa-North, FL 

8210 Hidden River Parkway 


813-903-6000 

Ybor Hospitality Operations, L.L.C. 

Tampa-Ybor City/Downtown, FL 

1301 East 7th Avenue 


813-247-6700 

New Tampa Suites, LLC 

Tampa/Wesley Chapel, FL 

2740 Cypress Ridge Blvd 

Wesley Chapel, FL 33544 

813-973-2288 

HDBVM Hospitality, Inc. 

Tarpon Springs, FL 

39284 U.S. Hwy 19 N 

Tarpon Springs, FL 34689 

727-945-7755 

Heartland Venice Partners, LP 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Venice Bayside/South Sarasota, FL 

881 Venetia Bay Blvd. 

Venice, FL 34292 

941-488-5900 

Wellington Hospitality Ltd. 

Wellington, FL 

2155 Wellington Green Drive 

Wellington, FL 33414 

561-472-9696 

GEORGIA 

North Point Augusta II, LLC 

Alpharetta-Windward, GA 

16785 Old Morris Road 

Alpharetta, GA 30004 

678-393-0990 

Camp Creek Hotel II, LLC 

Atlanta - I-285 & Camp Creek Parkway, GA 

3450 Creek Pointe Drive 

East Point, GA 30344 

404-344-4474 

Principal Hotel Group, LLC 

Atlanta Six Flags, GA 

999 Bob Arnold Blvd. 

Lithia Springs, GA 30122 

770-745-9990 

Imperial Investments Airport, L.L.C. 

Atlanta-Airport North, GA 

3450 Bobby Brown Parkway 

East Point, GA 30344 

404-767-9300 

FWH Atlanta Downtown, LLC 

Atlanta-Downtown, GA 

161 Spring Street NW 


404-589-1111 

Galleria, L.L.C. 

Atlanta-Galleria, GA 

2733 Circle 75 Parkway 


770-955-1110 


Atlanta/Duluth/Gwinnett Co., GA 

1725 Pineland Road 

Duluth, GA 30096 

770-931-9800 

Belair Inn & Suites, Inc. 

Augusta-West, GA 

4081 Jimmie Dyess Parkway 

Augusta, GA 30909 

706-860-1610 

Brunswick Hotel, Inc. 

Brunswick, GA 

128 Venture Drive 

Brunswick, GA 31525 

912-261-0939 

TRY-LA, Inc. 

Flowery Branch, GA 

4660 Holland Dam Road 

Flowery Branch, GA 30542 

770-965-0357 

JOO Hotel Associates LLC 

Jekyll Island, GA 

200 South Beachview Drive 

Jekyll Island, GA 31527 

912-635-3733 

River Chase Hospitality, Inc. 

Macon I-75 North, GA 

3954 River Place Dr. 

Macon, GA 31210 

478-803-5000 

Shree Hari OHM Inc. of SAVNH 

Savannah I-95 South/Gateway, GA 

591 Al Henderson Blvd. 


912-921-1515 

Savannah Hospitality Services, LLC 

Savannah-Airport, GA 

70 Stephen S. Green Drive 


912-966-1240 

Oglethorpe Associates, LLC 

Savannah-Historic District, GA 

201 MLK Jr. Blvd. 


912-721-1600 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

NP Savannah Midtown II, LLC 

Savannah/Midtown, GA 

20 Johnston Street 


912-721-3700 

A&M Convention Center Hotel, LLC 

Valdosta-Conference Center, GA 

2 Meeting Place Drive 

Valdosta, GA 31601 

229-241-1234 

IDAHO 


Boise-Downtown, ID 

495 S Capitol Blvd. 

Boise, ID 83702 

208-331-1900 

Hotel Developers Boise, LLC 

Boise/Meridian, ID 

875 South Allen Street 

Meridian, ID 83642 

208-887-3600 

Glen Black Descendant's Trust 

Coeur d' Alene, ID 

1500 Riverstone Dr. 

Coeur d'Alene, ID 83814 

208-769-7900 

Johnson Brothers Hospitality, LLC 

Mountain Home, ID 

3175 NE Foothills Avenue 

Mountain Home, ID 83647 

208-587-7300 

Nampa Lodging Investors, LLC 

Nampa at the Idaho Center, ID 

5750 East Franklin Road 

Nampa, ID 83687 

208-442-0036 

K2 Pocatello, L.L.C. 

Pocatello, ID 

151 Vista Drive 

Pocatello, ID 83201 

208-233-8200 

ILLINOIS 

First BNI, LLC 

Bloomington/Normal, IL 

320 S Towanda Ave. 

Normal, IL 61761-2212 

309-452-8900 

Bolingbrook Motel, Inc. 

Bolingbrook, IL 

165 Remington Blvd. 

Bolingbrook, IL 60440 

630-759-7100 

First FM, LLC 

Chicago-Downtown, IL 

33 West Illinois 

Chicago, IL 60654 

312-832-0330 

Chicago North Shore Lodging Associates, 

L.L.C. 

Chicago-North Shore/Skokie, IL 

5201 Old Orchard Road 

Skokie, IL 60077 

847-583-1111 

K.S. Hospitality, Inc. 

Chicago/Addison (Itasca Area), IL 

1685 West Lake Street 

Addison, IL 60101 

630-495-9511 

Midwest Management, Inc. 

Chicago/Aurora, IL 

2423 Bushwood Drive 

Aurora, IL 60506 

630-907-2600 

Deer Park Hotel LLC 

Chicago/Deer Park, IL 

21660 West Lake Cook Road 

Deer Park, IL 60010 

847-726-0500 

Vinayaka Hospitality LLC 

Chicago/Hoffman Estates, IL 

2825 Greenspoint Parkway 

Hoffman Estates, IL 60169 

847-882-4301 

LPL28, LLC 

Chicago/Libertyville, IL 

2061 Shell Drive 

Libertyville, IL 60048 

847-680-8828 

ECD-Lincolnshire Hotel, L.L.C. 

Chicago/Lincolnshire, IL 

1400 Milwaukee Avenue 

Lincolnshire, IL 60069 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

847-478-1400 

Matteson Hotel Partners, LLC 

Chicago/Southland-Matteson, IL 

20920 Matteson Avenue 

Matteson, IL 60443 

708-748-4102 

Fox River Hospitality, Inc. 

Chicago/St. Charles, IL 

2875 Foxfield Road 

Saint Charles, IL 60174 

630-584-0222 

Sunrise Hospitality, Inc. 

Danville, IL 

370 Eastgate Dr. 

Danville, IL 61834 

217-442-3300 

QC Air Hotel LLC 

Moline/Quad City Int'l Airport, IL 

2450 69th Avenue 

Moline, IL 61265 

309-762-1900 

Petersen Hotels, LLC 

Peoria at Grand Prairie, IL 

7806 N. Route 91 

Peoria, IL 61615 

309-589-0001 


Peru, IL 

4421 North Peoria Street 

Peru, IL 61354 

815-220-8400 

P.C. Motel Ventures, L.L.C. 

Springfield-Southwest, IL 

2300 Chuckwagon Drive 

Springfield, IL 62711-7107 

217-793-7670 

G.C. Hotel Group, LLC 

St. Louis/Edwardsville, IL 

5723 Heritage Crossing Drive 

Glen Carbon, IL 62034 

618-589-5000 

INDIANA 

Brownsburg Lodging Associates, LLP 

{000011-999987 00176898.DOC; 2} 

March 2011 


Brownsburg, IN 

41 Maplehurst Drive 

Brownsburg, IN 46112 

317-852-5800 

Rahee Hospitality Inc. 

Crawfordsville, IN 

2895 Gandhi Drive 

Crawfordsville, IN 47933 

765-362-8884 


REALTY, L.P. 

Fort Wayne-North, IN 

5702 Challenger Parkway 

Fort Wayne, IN 46818 

260-489-0908 

GS Lodging Venture, LLC 

Greensburg, IN 

2075 North Michigan Avenue 

Greensburg, IN 47240 

812-663-5000 

Six Points Hotel Partners, LLC 

Indianapolis-Airport, IN 

9020 Hatfield Drive 


317-856-1000 

J Enterprises Inn of Fishers, LLC 

Indianapolis/Fishers, IN 

11575 Commercial Drive 

Fishers, IN 46038 

317-913-0300 

Fortune Hotels, LLC 

Kokomo, IN 

2920 South Reed Road 

Kokomo, IN 46902 

765-455-2900 

Lakha Lodging Corp. 

Muncie, IN 

4220 Bethel Avenue 

Muncie, IN 47304 

765-288-8500 

37 Hotel Munster, LLC 

Munster, IN 

8936 Calumet Avenue 

Munster, IN 46321 

219-836-5555 

BLB Hospitality Corp. 

Richmond, IN

EXHIBIT A 

455 Commerce Rd. 

Richmond, IN 47374 

765-966-5200 

Scottsburg Hospitality, LLC 

Scottsburg, IN 

1535 McClain Avenue 

Scottsburg, IN 47170 

812-752-1999 

First Dome Co., LLC 

South Bend, IN 

52709 Indiana State Route 933 

South Bend, IN 46637-3244 

574-277-9373 

77Valparaiso, LLC 

Valparaiso, IN 

1451 Silhavy Road 

Valparaiso, IN 46385 

219-531-6424 

KANSAS 

Kansas Global Hotel, LLC 

Kansas City/Merriam, KS 

7400 West Frontage Road 

Merriam, KS 66203 

913-722-0800 

RBH Hotel Wichita LLC 

Wichita/Northeast, KS 

2433 North Greenwich Road 


316-636-5594 

KENTUCKY 

Savannah Hotel Corporation 

Hazard, KY 

70 Morton Boulevard 

Hazard, KY 41701 

606-439-0902 

IOWA 

ABC Investment, Inc. 

Ankeny, IA 

6210 SE Convenience Blvd 

Ankeny, IA 50021 

515-261-4400 

Collins Hospitality, Inc. 

Cedar Rapids/North, IA 

1130 Park Place NE 

Cedar Rapids, IA 52402 

319-832-1130 

Sajni Lodging, Inc. 

Davenport, IA 

5290 Utica Ridge Road 

Davenport, IA 52807 

563-441-0001 

Marshalltown LLC 

Marshalltown, IA 

20 West Iowa Avenue 

Marshalltown, IA 50158 

641-753-6795 

Sioux City Motel Development, Inc. 

Sioux City-South, IA 

4723 Southern Hills Drive 

Sioux City, IA 51106 

712-274-0100 

{000011-999987 00176898.DOC; 2} 

March 2011 


Hopkinsville Hotel Company, LLC 

Hopkinsville, KY 

210 Richard Mills Drive 

Hopkinsville, KY 42240 

270-886-8800 

Prithvi, LLC 

Louisville-East, KY 

1451 Alliant Ave 


502-809-9901 

Pennyrile Hospitality, LLC 

Madisonville, KY 

1201 Center Street 

Madisonville, KY 42431 

270-825-2226 

Murray Hospitality LLC 

Murray, KY 

1415 Lowes Drive 

Murray, KY 42071 

270-767-2226 

Encore Hotels of Paducah, LLC 

Paducah, KY 

3901 Coleman Crossing Circle 

Paducah, KY 42001 

270-442-0200

EXHIBIT A 

Barkley Lake Inn 

Radcliff/Fort Knox, KY 

150 Johnson Road 

Radcliff, KY 40160 

270-351-5777 

Wilder Hospitality, L.L.C. 

Wilder, KY 

10 Hampton Lane 

Wilder, KY 41076 

859-441-3049 

LOUISIANA 

Alexandria Inn, LLC 

Alexandria, LA 

6124 West Calhoun Drive 

Alexandria, LA 71303-5067 

318-445-4449 

South Baton Rouge Hotel, LLC 

Baton Rouge/I-10 East, LA 

11271 Reiger Road 

Baton Rouge, LA 70809 

225-751-4600 

BRP Investments, L.L.C. 

Baton Rouge/Port Allen, LA 

2755 Commercial Drive 

Port Allen, LA 70767 

225-389-6655 

Sunray Hospitality of Jennings, LLC 

Jennings, LA 

310 W Fred Ruth Zigler Memorial Dr. 

Jennings, LA 70546 

337-824-2699 

Lafayette Hotel Group, LLC 

LAFAYETTE, LA 

1910 S. College Road 

Lafayette, LA 70508 

337-266-5858 

Aaryan Hospitality, L.L.C. 

Morgan City, LA 

6365 Highway 182 East 

Morgan City, LA 70380 

985-221-4421 

Jay Sachania & Arun Karsan 

New Iberia, LA 

400 Spanish Towne Boulevard 

New Iberia, LA 70560 

337-321-6700 

{000011-999987 00176898.DOC; 2} 

March 2011 


Fulton Bag Hotel Company, L.L.C. 

New Orleans-Convention Center, LA 

1201 Convention Center Blvd. 


504-566-9990 

Elmwood Hotel Company, L.L.C. 

New Orleans-Elmwood/Clearview Parkway 

Ar 

5150 Mounes Street 

Harahan, LA 70123 

504-733-5646 

Shree Ram Enterprises of Bossier, LLC 

Shreveport/South, LA 

8340 Millicent Way 

Shreveport, LA 71115 

318-798-1320 

Lodging America at Thibodaux, L.L.C. 

Thibodaux, LA 

826 North Canal Boulevard 

Thibodaux, LA 70301 

985-446-0900 

MAINE 

Peter Anastos 

Rockland, ME 

190 New County Road 

Thomaston, ME 04861 

207-594-6644 

WELLS HOTEL, LLC 

Wells/Ogunquit, ME 

900 Post Road 

Wells, ME 04090 

207-646-0555 

MARYLAND 

High Annapolis Hotel, LLC 

Annapolis, MD 

124 Womack Drive 

Annapolis, MD 21401 

410-571-0200 

Skye Arundel I LLC 

Baltimore-Arundel Mills/BWI, MD 

7027 Arundel Mills Circle 

Hanover, MD 21076 

410-540-9225

EXHIBIT A 

131 East Redwood (Tenant), LLC 

Baltimore-Inner Harbor, MD 

131 East Redwood Street 

Baltimore, MD 21202-1225 

410-539-7888 

Taney Avenue Hotel Company, LLC 

Frederick/Fort Detrick, MD 

1565 Opossumtown Pike 

Frederick, MD 21702 

301-696-1565 

FRUITLAND PROPERTIES LLC 

Fruitland/Salisbury South, MD 

304 Prosperity Lane 

Fruitland, MD 21826 

410-548-1282 

Palmetto Hospitality of National Harbor I, 

LLC 

National Harbor/Alexandria Area, MD 

250 Waterfront St 

Oxon Hill, MD 20745 

301-567-3531 

Plymouth Hospitality, LLC 

Plymouth, MA 

10 Plaza Way 

Plymouth, MA 02360 

508-747-5000 

Apple Eight Hospitality Massachusetts 

Services, In 

Westford/Chelmsford, MA 

9 Nixon Road 

Westford, MA 01886 

978-392-1555 

MICHIGAN 

Detroit Airport Hotel Limited Partnership II 

Detroit/Airport-Romulus, MI 

31700 Smith Road 

Romulus, MI 48174 

734-595-0033 

IMK LLC 

Detroit/Canton, MI 

1950 Haggerty Road North 

Canton, MI 48187 

734-844-1111 

MASSACHUSETTS 

Toole Properties, Inc. 

Berkshires/Lenox, MA 

445 Pittsfield Rd 

Lenox, MA 01240 

413-499-1111 

Crosstown Center Hotel LLC 

Boston-Crosstown Center, MA 

811 Massachusetts Ave. 

Boston, MA 02118-2605 

617-445-6400 

FED Hotel Properties, LLC 

Cape Cod/West Yarmouth, MA 


Route 28 

West Yarmouth, MA 02673 

508-862-9010 

66 Greenfield, LLC 

Greenfield, MA 

184 Shelburne Road 

Greenfield, MA 01301 

413-773-0057 

2000 Plus Hospitality, Inc. 

Detroit/Sterling Heights, MI 

36400 Van Dyke Avenue 

Sterling Heights, MI 48312 

586-276-0600 


East Lansing/Okemos, MI 

2200 Hampton Place 

Okemos, MI 48864 

517-349-6100 

Alpine Flint, L.L.C. 

Flint/Grand Blanc, MI 

6060 Rashelle Drive 

Flint, MI 48507 

810-234-8400 

28th Street Hotel, L.L.C. 

Grand Rapids-Airport/28th Street, MI 

5200 28th Street SE 

Grand Rapids, MI 49512 

616-575-9144 

78Ninethstreet, LLC 

Kalamazoo/Oshtemo, MI 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 


Kalamazoo, MI 49009 

269-372-1010 

77-131Petoskey, LLC 

Petoskey, MI 

920 Spring Street 

Petoskey, MI 49770 

231-348-9555 

MINNESOTA 

fgd, LLC 

Alexandria, MN 

2705 South Broadway Street 

Alexandria, MN 56308 

320-763-3360 

Edgewater Management, LLC 

Bemidji, MN 

1019 Paul Bunyan Drive South 

Bemidji, MN 56601 

218-751-3600 

EOC Lino Lakes, LLC 

Lino Lakes, MN 

579 Apollo Drive 

Lino Lakes, MN 55014 

763-746-7999 


Minneapolis-St. Paul Airport, MN 

2860 Metro Drive 

Bloomington, MN 55425 

952-854-7600 


Rochester/North, MN 

2870 59th Street NW 

Rochester, MN 55901 

507-289-6100 


Rogers, MN 

13550 Commerce Blvd. 

Rogers, MN 55374 

763-425-0044 

St. Cloud Lodging Associates, LLC 

St. Cloud, MN 

145 37th Ave. North 

Saint Cloud, MN 56303 

320-252-4448 

MISSISSIPPI 

Certified Hospitality Corporation 

Grenada, MS 

1545 Jameson Drive 

Grenada, MS 38901 

662-226-1886 

Jackson Hotel Associates, LLC 

Jackson-Coliseum, MS 

320 Greymont Avenue 

Jackson, MS 39202 

601-352-1700 

Laurel Hotels I, Inc. 

Laurel, MS 

1509 Jefferson Street 

Laurel, MS 39440 

601-399-0659 

Sunray Hospitality of McComb, LLC 

McComb, MS 

109 Manisha Drive 

McComb, MS 39648 

601-249-4116 

Prince Preferred Hotels Natchez LLC 

Natchez, MS 

627 South Canal Street 

Natchez, MS 39120 

601-446-6770 

Inn of Vicksburg, Inc. 

Vicksburg, MS 

3330 Clay St. 

Vicksburg, MS 39183 

601-636-6100 

West Point Hotel Group, LLC 

West Point, MS 

1281 Highway 45 Alternate South 

West Point, MS 39773 

662-494-7802 


Wiggins, MS 

1121 East Frontage Road 

Wiggins, MS 39577 

601-528-5255 

MISSOURI 

Stadium Lodging, LLC 

Columbia (at the University of Missouri) 

1225 Fellows Place 

Columbia, MO 65201 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

573-214-2222 

S & G, L.C. 

Kansas City-Country Club Plaza, MO 

4600 Summit 


816-448-4600 

EAS Investment Enterprises, Inc. 

Springfield, MO 

2750 N. Glenstone Avenue 

Springfield, MO 65803 

417-869-5548 


St. Louis at Forest Park, MO 

5650 Oakland Ave 


314-655-3993 

Midamerica Hotels Corporation 

St. Louis South-I-55, MO 

4200 MidAmerica Lane 


314-894-1900 

Valley Lodging L.L.C. 

St. Louis/Chesterfield, MO 

5 McBride and Son Center Dr 

Chesterfield, MO 63005 

636-530-0770 

MONTANA 

Broso Valley Lodging Investors, LLC 

Billings West I-90, MT 

3550 Ember Lane 

Billings, MT 59102 

406-656-7511 

NEBRASKA 

Salt Creek Hotel Associates, LLC 

Lincoln/Northeast I-80, NE 

7343 Husker Circle 


402-435-4600 

Lavista Lodging Investors, LLC 

Omaha Southwest/La Vista, NE 

12331 Southport Parkway 

La Vista, NE 68128 

402-895-2900 

Omaha Downtown Lodging Investors IV, 

LLC 

Omaha/Downtown, NE 

1212 Cuming Street 

Omaha, NE 68102 

402-345-5500 

Western Hospitality, LLC, a NE llc 

Scottsbluff, NE 

301 West Highway 26 

Scottsbluff, NE 69363 

308-635-5200 

NEVADA 

Eagle Adventures, LLC 

Carson City, NV 

10 Hospitality Way 

Carson City, NV 89706 

775-885-8800 

RLJ II-HA LAS VEGAS LESSEE, LLC 

Las Vegas - Red Rock/Summerlin, NV 

4280 South Grand Canyon Dr 


702-227-3305 

Western Hotel Partners LLC 

Las Vegas Airport, NV 

6575 South Eastern Avenue 


702-647-8000 

Ten Saints LLC 

Las Vegas South, NV 

3245 St. Rose Parkway 

Henderson, NV 89052 

702-385-2200 

Henderson Hospitality LLC 

Las Vegas/Henderson, NV 

421 Astaire Drive 

Henderson, NV 89014 

702-992-9292 

LAXMI Hotels, LLC 

10599 Professional Circle 

Reno, NV 89511 

775-336-2222 

NEW HAMPSHIRE 

Pennacook Hoteliers, LLC 

Exeter, NH 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

59 Portsmouth Avenue 

Exeter, NH 03833 

603-658-5555 

Bedford Hotel Group, Inc. 

Manchester/Bedford, NH 

8 Hawthorne Drive 

Bedford, NH 03110 

603-623-2040 

Olympia Equity Investors X, LLC 

North Conway, NH 

1788 White Mountain Highway 

North Conway, NH 03860 

603-356-7736 

Moultonborough Hotel Group, LLC 

Tilton, NH 

195 Laconia Rd. - P. O. Box 288 

Tilton, NH 03276 

603-286-3400 

NEW JERSERY 

Calandra Development Corp. 

Fairfield, NJ 

118-124 Route 46 East 

Fairfield, NJ 07004 

973-575-5777 

Palmetto Hospitality of Mahwah I, LLC 

Mahwah, NJ 

290 Rt. 17S 

Mahwah, NJ 07430 

201-828-2031 

Harrison Waterfront Associates, LLC 

Newark/Harrison-Riverwalk, NJ 

100 Passaic Avenue 

Harrison, NJ 07029 

973-483-1900 

Parsippany Hospitality LLC 

Parsippany/North, NJ 

3737 Route 46 East 

Parsippany, NJ 07054 

973-257-1600 

H4 Vineland, LLC 

Vineland, NJ 

2134 W. Landis Ave. 

Vineland, NJ 08360 

856-405-0600 

NEW MEXICO 

Terrapin NM Operator LLC 

Albuquerque-Coors Road, NM 

6150 Iliff Road NW 


505-833-3700 

Carlsbad Laxmi, LLC 

Carlsbad, NM 

120 Esperanza Circle 

Carlsbad, NM 88220 

575-725-5700 

Sam V. Patel 

Farmington, NM 

1500 Bloomfield Boulevard 

Farmington, NM 87401 

505-564-3100 

Viren S. & Sangita V. Patel Revocable Trust 

Gallup, NM 

1460 W. Maloney Avenue 

Gallup, NM 87301 

505-726-0900 

Janak, Inc. 

Hobbs, NM 

5420 Lovington Highway 

Hobbs, NM 88242 

575-492-6000 

Premier Hospitality II, LLC 

Las Cruces I-25, NM 

2350 East Griggs Avenue 

Las Cruces, NM 88001 

575-527-8777 

White Rock Builders Supply Inc. 

Los Alamos, NM 

124 State Highway 4 

Los Alamos, NM 87544 

505-672-3838 

Visvas II, LLC 

Roswell, NM 

3607 North Main 

Roswell, NM 88201 

575-623-5151 

NEW YORK 

Crosswinds Airport Development, LLC 

Albany-Airport, NY 

45 British American Blvd. 

Latham, NY 12110 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

518-782-7500 

Chapel 25 Hotel Associates, L.P. 

Albany-Downtown, NY 

25 Chapel Street 


518-432-7000 

3708 Vestal Pkwy E., LLC 

Binghamton/Vestal, NY 

3708 Vestal Parkway East 

Vestal, NY 13850 

607-797-5000 

Downtown Lodging Associates, LLC 

Buffalo-Downtown, NY 

220 Delaware Avenue 

Buffalo, NY 14202 

716-855-2223 

Sandalwood Hotels, LLC 

Jamestown, NY 

4 West Oak Hill Road 

Jamestown, NY 14701 

716-484-7829 

Adirondack Hospitality Corp. 

Lake George, NY 

2133 Route 9 

Lake George, NY 12845 

518-668-4100 

ARDAK Hospitality LLC 

Plattsburgh, NY 


Plattsburgh, NY 12901 

518--324-1100 

Poughkeepsie Hotel Investors, LLC 

Poughkeepsie, NY 

2361 South Road 

Poughkeepsie, NY 12601 

845-463-7500 

Widewaters New Castle Victor Company, 

LLC 

Rochester/Victor, NY 

7637 New York State Route 96 

Victor, NY 14564 

585-924-4400 

MJER 2000, LLC 

Rockville Centre, NY 

125 Merrick Road 

Rockville Centre, NY 11570 

516-599-1700 

Turf Parillo, LLC 

Saratoga Springs-Downtown, NY 

25 Lake Avenue 

Saratoga Springs, NY 12866 

518-584-2100 

Nicotra Hotel II, LLC 

Staten Island, NY 

1120 South Avenue 

Staten Island, NY 10314 

718-477-1600 

Om Sai Laxmi, LLC 

Syracuse Erie Blvd/I-690, NY 

3017 Erie Boulevard East 

Syracuse, NY 13224 

315-373-0333 


South Asheville Hotel Associates, LLC 

Asheville-I-26, NC 

18 Rockwood Road 

Fletcher, NC 28732 

828-687-0806 

Atlantic Beach Hospitality, Inc. 

Atlantic Beach, NC 

118 Salter Path Road 

Pine Knoll Shores, NC 28512 

252-247-5118 

Park's Hotels, LLC 

Burlington, NC 

2935 Saconn Drive 

Burlington, NC 27215 

336-584-8585 

SRDH Investments, LLC and R & H 

Management Company 

Cashiers/Sapphire Valley, NC 

3245 US Highway 64 East 

Sapphire, NC 28774 

828-743-4545 

Blue Heaven Associates, L.L.C. 

Chapel Hill/Durham Area, NC 

6121 Farrington Road 

Chapel Hill, NC 27517 

919-403-8700 

Sovereign Hospitality of Little Rock, LLC 

Charlotte-Airport, NC 

2731 Little Rock Road 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 


704-394-6455 

Charlotte Hotel Ventures, LLC 

Charlotte-Arrowood Rd., NC 

9110 Southern Pine Boulevard 


704-525-3333 

Smith/Curry Hotel Group Kings Grant, LLC 

Charlotte-at Concord Mills, NC 

9850 Weddington Road Extension 

Concord, NC 28027 

704-979-5600 

GNP Group of Pineville, LLC 

Charlotte/Pineville, NC 

401 Towne Centre Blvd. 

Pineville, NC 28134 

704-889-2700 

Phillips Place Hotel Investors, LLC 

Charlotte/South Park at Phillip, NC 

6700 Phillips Place Court 


704-319-5700 

CEZ, LLC 

Dobson, NC 

150 Charlestowne Drive 

Dobson, NC 27017 

336-353-9400 

Viking Fund Holly Springs (NC), LLC 

Holly Springs, NC 

1516 Ralph Stephens Road 

Holly Springs, NC 27540-8884 

919-552-7610 

T.M.F. MOORESVILLE, LLC 

Mooresville-"Race City USA", NC 

119 Gallery Center Dr. 

Mooresville, NC 28117 

704-660-7700 

Pine Island Holdings, LLC 

Outer Banks/Corolla, NC 

333 Audubon Drive 

Corolla, NC 27927 

252-453-6565 


Raleigh/Cary I-40 (RBC Center), NC 

111 Hampton Woods Lane 


919-233-1798 

RAL-LOT 1, LLC 

Raleigh/Durham Airport - Brier Creek, NC 

8021 Arco Corporate Drive 


919-484-0500 

McPeake Triumph, LLC 

Southern Pines/Pinehurst, NC 

200 Columbus Drive 

Aberdeen, NC 28315 

910-693-4330 

Landfall Hotel Group 

Wilmington/Wrightsville Beach, NC 

1989 Eastwood Road 


910-256-9600 

Patco Enterprises of Wilson, LLC 

Wilson-I-95, NC 

5606 Lamm Road 

Wilson, NC 27896 

252-291-0330 

Yogi Hotel, Inc. 

Winston-Salem/University Area, NC 

309 Summit Square Ct 

Winston-Salem, NC 27105 

336-377-3000 

OHIO 

FSG Yonkers Hotel LLC 

Yonkers, NY 

160 Corporate Blvd. 

Yonkers, NY 10701 

914-377-1144 

Meander Hospitality Group IV, LLC 

Canton, OH 

5256 Broadmoor Circle N.W. 

Canton, OH 44709 

330-491-4335 

Studio Suites By Christopher, Ltd. 

Chillicothe, OH 

100 North Plaza Blvd. 

Chillicothe, OH 45601 

740-773-1616 

WC II, LLC 

Cincinnati-Union Centre, OH 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

9266 Schulze Drive 

West Chester, OH 45069 

513-341-2040 

BAPU, INC. 

Cleveland-Arpt/Middleburg Heights 

7074 Engle Road 

Middleburg Heights, OH 44130 

440-234-0206 

Meander Hospitality Group, Inc. 

Cleveland-Southeast/Streetsboro, OH 

800 Mondial Parkway 

Streetsboro, OH 44241-4540 

330-422-0500 

Beachwood Lodging, LLC 

Cleveland/Beachwood, OH 

3840 Orange Place 

Beachwood, OH 44122 

216-831-3735 

Rock Hotel, Ltd. 

Cleveland/Independence, OH 

6020 Jefferson 

Independence, OH 44131 

216-520-2020 

Ruchin, LLC 

Cleveland/Mentor, OH 

5675 Emerald Ct. 

Mentor, OH 44060 

440-358-1441 

NTK Hotel Group II, LLC 

Columbus-Downtown, OH 

501 North High Street 


614-559-2000 

Continental Hotel One, LLC 

Columbus/Easton Area, OH 

4150 Stelzer Road 


614-473-9911 

Parkins Incorporated 

Columbus/Hilliard, OH 

3950 Lyman Drive 

Hilliard, OH 43026 

614-334-1800 

Buffalo-Columbus Lodging, LLC 

Columbus/Polaris, OH 

8411 Pulsar Place 


614-885-8400 

YOR Investments, LLC 

Dayton/Airport, OH 

180 Rockridge Road 

Englewood, OH 45322 

937-832-3333 

Springboro Hospitality Group, Inc. 

Dayton/Springboro, OH 

25 Greenwood Lane 

Springboro, OH 45066 

937-743-2121 

Orchard Hospitality Corp. 

Dayton/Vandalia, OH 

7043 Miller Lane 

Dayton, OH 45414 

937-387-0598 


Fremont, OH 

540 East County Rd 89 

Fremont, OH 43420 

419-332-7650 


Mansfield-South @ I-71, OH 

2220 South Main Street 

Mansfield, OH 44907 

419-774-1010 

Shree Avdhut Partnership, Ltd. 

Toledo/North, OH 

5865 Hagman Rd. 

Toledo, OH 43612 

419-727-8725 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Rossford Hospitality Group, Inc. 

Toledo/Perrysburg, OH 

9753 Clark Dr. 

Rossford, OH 43460 

419-662-8800 

Hometown Hospitality Group, Inc. 

Wilmington, OH 


Wilmington, OH 45177 

937-382-4400 

Michael A. Naffah 

Youngstown/Canfield, OH 

6690 Ironwood Boulevard 

Canfield, OH 44406 

330-702-1900 

OKLAHOMA 


Altus, OK 


Altus, OK 73521 

580-482-1273 

Durant Lodging, LLC 

Durant, OK 

3199 Shamrock Lane 

Durant, OK 74701 

580-924-0300 

Southside Hotel, LLC 

Enid, OK 

511 Demla Court 

Enid, OK 73701 

580-234-4600 

Sonali Hotel Group, LLC 

Lawton, OK 

2610 NW Cache Road 

Lawton, OK 73505 

580-355-8200 

Sajnik Lodging, LLC 

McAlester, OK 

711 South George Nigh Expressway 

McAlester, OK 74501 

918-302-3882 


Oklahoma City - Bricktown, OK 

300 East Sheridan 


405-232-3600 

Krisha, LLC 

Oklahoma City-South, OK 

920 S.W. 77th Street 


405-602-3400 

Leisure Hospitality, Inc. 

Owasso, OK 

9009 North 121st East Avenue 

Owasso, OK 74055 

918-609-6700 

Stillwater Hospitality, L.L.C. 

Stillwater, OK 

717 East Hall of Fame Avenue 

Stillwater, OK 74075 

405-743-1306 


Tulsa South-Bixby, OK 

8220 East Regal Place 


918-394-2000 

Tri-Star Hotel Investments, Inc. 

Tulsa-Woodland Hills @ 71ST & Memorial, 

7141 South 85th East Avenue 


918-294-3300 

Roger's County Hospitality, LLC 

Tulsa/Catoosa, OK 

100 McNabb Field Road 

Catoosa, OK 74015 

918-739-3939 

Sheridan Properties, Inc. 

Tulsa/South, OK 

7004 S. Olympia Ave. West 


918-340-5000 

Satya Sairam, LLC 

Woodward, OK 

2814 Williams Avenue 

Woodward, OK 73801 

580-254-5050 

PENNSYLVANIA 

Arcadia Hotel Venture No. 2., Inc. 

Bethlehem, PA 

200 Gateway Drive 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Bethlehem, PA 18017 

610-868-2442 


412-288-4350 

Chestnut Ridge Hotel Associates, L.P. 

Blairsville, PA 

62 Pine Ridge Road 

Blairsville, PA 15717 

724-459-5920 

Onix Hospitality Concord, LLC 

Chadds Ford, PA 

40 State Farm Drive 

Glen Mills, PA 19342 

610-358-9540 

Mountain Springs Hotel, LLC 

Ephrata, PA 


Ephrata, PA 17522 

717-733-0661 

Sunnyland Land Corporation 

Grove City, PA 

4 Holiday Blvd 

Mercer, PA 16137 

724-748-5744 


Hershey, PA 

749 E. Chocolate Avenue 

Hershey, PA 17033 

717-533-8400 

Kuber Hospitality LLC & Lakshmi Inc. 

Lamar, PA 


Mill Hall, PA 17751 

570-726-3939 

Castle Hospitality, LLC 

New Castle, PA 

2608 W. State Street 

New Castle, PA 16101 

724-656-0000 

Moody National Hospitality Philly Newtown 

IV, LLC 

Newtown, PA 

1000 Stony Hill Road 

Yardley, PA 19067 

215-860-1700 

The Buncher Company 

Pittsburgh-Downtown, PA 

1247 Smallman Street 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Racetrack Road Hotel Associates, L.P. 

Pittsburgh/Meadow Lands, PA 

475 Johnson Road 

Washington, PA 15301 

724-222-4014 

Shaner Hotel Group Limited Partnership 

State College at Williamsburg Sq, PA 

1955 Waddle Road 

State College, PA 16803 

814-231-1899 

Sahaj Valley Forge Hospitality, LLC 

Valley Forge/Oaks, PA 

100 Cresson Boulevard 

Phoenixville, PA 19460 

610-676-0900 

J. McGraw, L.L.C. 

Warren, PA 

3291 Market Street Extension 

Warren, PA 16365 

814-723-2722 

Millett Wilkes-Barre Pa, LLC 

Wilkes-Barre/Scranton, PA 

876 Schechter Drive 

Wilkes-Barre, PA 18702 

570-824-1005 

RHODE ISLAND 

WM Hotel Group LLC 

Newport/Middletown, RI 

317 West Main Road 

Middletown, RI 02842 

401-848-6555 

Weybosset Hotel LLC 

Providence-Downtown, RI 

58 Weybosset Street 

Providence, RI 02903 

401-608-3500 

NMG - Warwick, LLC 

Providence/Warwick-Airport, RI 

2100 Post Road 

Warwick, RI 02886 

401-739-8888 

Hersha Smithfield Lessee, LLC 

Smithfield, RI 

945 Douglas Pike 

Smithfield, RI 02917 

401-232-9200 


CRM Bluffton Leaseco, LLC 

Bluffton-Sun City, SC 

29 William Pope Drive 

Bluffton, SC 29909 

843-705-9000 

Northbridge Associates, LLC 

Charleston/Mt. Pleasant IOP, SC 

1104 Isle of Palms Connector 

Mount Pleasant, SC 29464 

843-856-3900 

West Ashley Ventures, LLC 

Charleston/West Ashley, SC 

678 Citadel Haven Drive 


843-573-1200 

Clinton Hotel Group, LLC 

Clinton, SC 

201 East Corporate Center Drive 

Clinton, SC 29325 

864-938-1040 

Raldex III, Inc. 

Florence-Civic Center, SC 

3000 West Radio Drive 

Florence, SC 29501 

843-629-9900 

Raldex IV, Inc. 

Florence-North/I-95, SC 

1735 Stokes Road 

Florence, SC 29501 

843-662-7000 

RiverPlace Hotel Partners, LLC 

Greenville-Downtown, SC 

171 RiverPlace 


864-271-8700 

Piedmont Hotel Group, LLC 

Greenville/Spartanburg I-85, SC 

108 Spartangreen Blvd. 

Duncan, SC 29334 

864-486-8100 

Myrtle Beach Oceanfront Inn, LLC 

Myrtle Beach/Oceanfront, SC 

1803 South Ocean Boulevard 


{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

843-946-6400 

University Ventures, LLC 

North Charleston/University Blvd, SC 

2688 Fernwood Drive 


843-735-7500 

Vintel Hotel Spartanburg, LLC 

Spartanburg I-26-Westgate Mall, SC 

801 Spartan Boulevard 

Spartanburg, SC 29301 

864-699-2222 

SOUTH DAKOTA 

Aberdeen Lodging Group, L.L.C. 

Aberdeen, SD 

3216 7th Ave. S.E. 

Aberdeen, SD 57401 

605-262-2600 

Shree Nathji, Inc. 

Brookings, SD 

3017 Lefevre Drive 

Brookings, SD 57006 

605-697-5232 

Watertown Lodging Associates, LLC 

Watertown, SD 

2720 9th Avenue SE 

Watertown, SD 57201 

605-878-1800 

TENNESSEE 


Jackson, TN 

150 Campbell Oaks Drive 

Jackson, TN 38305 

731-427-6100 

Sachchidanand Operations, Inc. 

Knoxville-Downtown, TN 



865-522-5400 

A & M Hospitality, III 

Knoxville/North I-75, TN 

5411 Pratt Road 


865-689-1011 

Lebanon Platinum, LLC 

Lebanon, TN 

1065 Franklin Road 

Lebanon, TN 37090 

615-444-3445 

FWH Memphis Beale Street, LLC 

Memphis, at Beale Street, TN 

175 Peabody Place 


901-260-4000 

Cordova Hotel, LLC 

Memphis-Galleria, TN 

2935 N. Germantown Parkway 

Bartlett, TN 38133 

901-382-2050 

Duck Lodging, Inc. 

Millington, TN 


Millington, TN 38053 

901-872-4435 

SunRise Hospitality, LLC 

Mt. Juliet, TN 

5001 Crossing Circle 

Mount Juliet, TN 37122 

615-553-5900 

Host Murfreesboro, LLC 

Murfreesboro, TN 

325 North Thompson Lane 

Murfreesboro, TN 37129 

615-890-2424 

Pinnacle Hospitality Partners, LLC 

Nashville at Opryland, TN 

230 Rudy Circle 


615-620-2500 

Tara of Nashville, LLC 

Nashville-Airport, TN 

583 Donelson Pike 


615-885-4242 

MR Hotels, LLC 

Nashville-Downtown, TN 

310 4th Avenue South 


615-277-5000 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

GH COMPANY, LLC 

Nashville-Green Hills, TN 

2324 Crestmoor Road 


615-777-0001 

CHS Elliston Place, LLC 

Nashville-Vanderbilt/Elliston Place 

2330 Elliston Place 


615-320-6060 


Nashville/Franklin (Cool Springs), TN 

7141 South Springs Dr. 

Franklin, TN 37067 

615-771-7225 

Smyrna 66, LLC 

Nashville/Smyrna, TN 

2573 Highwood Blvd 

Smyrna, TN 37167 

615-355-8432 

P.F. Innkeepers, LLC 

Pigeon Forge on the Parkway, TN 

2025 Parkway 

Pigeon Forge, TN 37863 

865-428-1600 

B & H Lodging, LLC 

Sevierville at Stadium Drive, TN 

105 Stadium Drive 

Kodak, TN 37764 

865-465-0590 

TEXAS 

Y Hospitality, LLC 

Abilene-I-20, TX 

3526 West Lake Road 

Abilene, TX 79601 

325-673-4400 

Apple Nine Hospitality Texas Services, Inc. 

Allen, TX 

830 West Stacy Road 

Allen, TX 75013 

214-495-7667 

Lord's Lodging, LP 

Amarillo-West, TX 

6901 I-40 West 

Amarillo, TX 79106 

806-467-9997 

Valencia Hotel Partners, II L.P. 

Austin-Airport, TX 

7712 E. Riverside Drive 


512-389-1616 

San Jacinto Hotel Partners, L.P. 

Austin-Downtown, TX 

200 San Jacinto Blvd. 


512-472-1500 

Sanjay Enterprises I, Ltd. 

Austin/Cedar Park-Lakeline, TX 

10811 Pecan Park Blvd 


512-249-0045 

Lakeway Hospitality, LP 

Austin/Lakeway, TX 

2013 FM 620 South 

Lakeway, TX 78734 

512-263-7474 

Soft Hotels, LLC 

Bastrop, TX 

240 South Hasler Boulevard 

Bastrop, TX 78602 

512-321-2898 

Fortress Lodging, L.L.C. 

Bay City, TX 

4617 7th Street 

Bay City, TX 77414 

979-245-7100 

Payal Hotel Enterprises, Inc. 

Big Spring, TX 

805 West I-20 Highway 

Big Spring, TX 79720 

432-264-9800 

Pacific Dreams Hotels, LP 

Boerne, TX 

34935 IH-10 West 

Boerne, TX 78006 

830-816-8800 

SRI Hospitality & Resorts I LP 

Brenham, TX 

2605 Schulte Boulevard 

Brenham, TX 77833 

979-337-9898 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Jugrasa L.L.P. 

Brownsville, TX 

3000 N. Expressway 

Brownsville, TX 78526 

956-548-0005 

Universal Lodging, LLC 

Buda, TX 

1201 Cabela's Drive 

Buda, TX 78610 

512-295-4900 

Shivshambu, Inc. 

Buffalo, TX 

2624 West Commerce Street 

Buffalo, TX 75831 

903-322-2223 

Real Estate Holdings, LLC, Series D 

Childress, TX 

400 Madison Avenue 

Childress, TX 79201 

940-937-6515 

Cleburne Lodging LLC 

Cleburne, TX 

1996 West Henderson Street 

Cleburne, TX 76033 

817-641-7770 

U.S. Lodging, L.P. 

College Station North, TX 

925 Earl Rudder Freeway South 

College Station, TX 77845 

979-694-2100 

Ohm Guru Krupa, L.L.C. 

Conroe I-45 North, TX 

2242 Stoneside Road 

Conroe, TX 77303 

936-539-1888 

Raju G. Bhagat 

Corpus Christi-I-37/Navigation Blvd., TX 

917 North Navigation Boulevard 


361-884-4444 

New Hope Hospitality, LLC 

Corsicana-I-45, TX 

623 Bryant's Way 

Corsicana, TX 75109 

903-872-2238 

AD-MAR Properties, LLC 

Dallas-Arlington Nrth/Entertainment Dist 

2200 Brookhollow Plaza Drive 

Arlington, TX 76006 

817-652-9562 

Cockrell Hill Hospitality, LLC 

Dallas-Cockrell Hill/I-30, TX 

1718 North Cockrell Hill Road 

Dallas, TX 75211 

214-634-1800 

Moody National Grapevine MT, L.P. 

Dallas-DFW Arpt N/Grapevine, TX 

1750 North Highway 121 

Grapevine, TX 76051 

972-471-5000 

Dallas Hotels ATE LLC 

Dallas-DFW Arpt W-SH 183-Hurst, TX 

1600 Hurst Town Center Drive 

Hurst, TX 76054 

817-503-7777 

Lowen Vista Ridge I, LP 

Dallas-Lewisville/Vista Ridge Mall, TX 

2650 Lake Vista Drive 

Lewisville, TX 75067 

972-315-3200 

Apple Nine Hospitality Texas Services II, 

Inc. 

Dallas/Arlington-South (I-20), TX 

1100 East I-20 

Arlington, TX 76018 

817-419-3700 

Sudarshan Majmudar 

Dallas/DeSoto, TX 

1311 East Centre Park Boulevard 

Desoto, TX 75115 

972-228-0200 

Atrium TRS III, L.P. 

Dallas/Mesquite, TX 

1700 Rodeo Drive 

Mesquite, TX 75149 

972-329-3100 

Granbury Lodging, L.L.C. 

Decatur, TX 

110 South US Highway 81/287 

Decatur, TX 76234 

940-627-4900 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Merchant Hospitality Ltd. 

Del Rio, TX 

2219 Bedell Avenue 

Del Rio, TX 78840 

830-775-9700 

K Partners Texas I, LP 

Denton, TX 

1513 Centre Place Drive 

Denton, TX 76205 

940-891-4900 

Dumas Development, L.P. 

Dumas, TX 

2010 South Dumas Avenue 

Dumas, TX 79029 

806-935-6666 


El Paso-Airport, TX 

6635 Gateway Blvd. West 

El Paso, TX 79925 

915-771-6644 

VISVAS II, a Texas General Partnership 

El Paso-West, TX 

6411 South Desert Boulevard 

El Paso, TX 79912 

915-833-7000 

Sagamore-Fort Worth, LP 

Fort Worth-Alliance Arpt N, TX 

13600 North Freeway 


817-439-0400 

Fossil Creek Land Partners, Inc. 

Fort Worth-Fossil Creek, TX 

3850 Sandshell Drive 


817-439-8300 


Fort Worth-West/I-30, TX 

2700 Green Oaks Road 


817-732-8585 

Daniel L. Powell 

Fort Worth/Burleson, TX 

13251 Jake Court 


817-295-2727 

Atul Masters & Hena Masters 

Fort Worth/Forest Hill, TX 

6555 Park Brook 

Forest Hill, TX 76140 

817-551-7775 

Kenneth K. Kothe 

Fredericksburg, TX 


Fredericksburg, TX 78624 

830-997-9696 

Gainesville Hospitality, Ltd. 

Gainesville, TX 

4325 North Interstate 35 

Gainesville, TX 76240 

940-612-4300 

Isha Realty, Inc. 

Galveston, TX 

6431 Central City Boulevard 

Galveston, TX 77551 

409-744-5600 

Greenville Lodging, Ltd. 

Greenville, TX 

3001 Kari Lane 

Greenville, TX 75402 

903-457-9200 

ADBM, Ltd. 

Harlingen, TX 

1202 Ed Carey Drive 

Harlingen, TX 78550 

956-428-9800 

Intercontinental Enterprises, LLC 

Houston-Bush Intercontinental Arpt, TX 

15831 John F. Kennedy Blvd 


281-442-4600 

Wagon Point L.L.C. 

Houston-Cypress Station, TX 

150 Wagon Point Drive 


281-866-0404 

Texas 646 Hospitality LP 

Houston-League City, TX 

2320 Gulf Freeway South 

League City, TX 77573 

281-614-5437 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Chatham Houston HAS Leaseco LLC 

Houston-Medical Ctr-Astrodome, TX 

1715 Old Spanish Trail 


713-797-0040 

Bill Patel 

Houston-Westchase, TX 

6440 West Sam Houston Parkway South 

Houston, TX 77072-1620 

281-530-7776 

Calla Hospitality, L.L.C. 

Houston/Clear Lake-NASA Area, TX 

506 West Bay Area Blvd. 

Webster, TX 77598 

281-332-7952 

KEI. V. Inc. 

Houston/Katy, TX 

22055 Katy Freeway 

Katy, TX 77450 

281-392-1000 

Bill Patel 

Houston/Rosenberg, TX 

3312 Vista Drive 

Rosenberg, TX 77471 

281-341-9393 

KILPAN I, LP 

Lake Jackson-Clute, TX 

1121 Hwy 332 

Clute, TX 77531 

979-265-3200 

FWH Legacy Park Frisco, LLC 

Legacy Park/Frisco, TX 

3199 Parkwood Boulevard 

Frisco, TX 75034 

972-712-8400 

Royal Award Lodging, LLC 

Longview-North, TX 

3044 Eastman Road 

Longview, TX 75605 

903-663-8670 

ANG Lubbock Hospitality, LLC 

Lubbock-Southwest, TX 

5614 Englewood Avenue 

Lubbock, TX 79424 

806-797-9600 

Lufkin Hospitality, Ltd. 

Lufkin, TX 

4400 South First Street 

Lufkin, TX 75901 

936-699-2500 

K Partners Mansfield LP 

Mansfield, TX 

1640 US Hwy 287 

Mansfield, TX 76063 

817-539-0060 

VALLEY AFFILIATES, LTD. 

McAllen, TX 

10 West Expressway 83 

McAllen, TX 78503 

956-661-1100 

Cricket Inv., Ltd. 

Mission, TX 

2505 Victoria Drive 

Mission, TX 78572 

956-682-0333 

Titan Hospitality, Ltd. 

Mt. Pleasant, TX 

2504 West Ferguson Street 

Mount Pleasant, TX 75455 

903-572-7100 

Seven West Irving Hospitality, LLC 

Nacogdoches, TX 

3625 South Street 

Nacogdoches, TX 75964 

936-560-9901 

Pinakin "Pat" Patel 

New Braunfels, TX 

575 Hwy 46 South 

New Braunfels, TX 78130 

830-608-0123 

Palestine Lodging, LLC 

Palestine, TX 

2700 South Loop 256 

Palestine, TX 75801 

903-723-0016 

Kelly-Pharr Investors, Ltd. 

Pharr, TX 

300 West Nolana Loop 

Pharr, TX 78577 

956-781-1116 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

White Flint Partners, Ltd. 

Port Arthur, TX 

7660 Memorial Blvd. 

Port Arthur, TX 77642 

409-722-6999 

Xeonic Investment Group, Inc. 

Rockport/Fulton, TX 


Rockport, TX 78382 

361-727-2228 

SAT Airport, Inc. 

San Antonio Airport, TX 

8902 Jones Maltsberger Rd. 


210-558-3999 

B & J Hotel, LP 

San Antonio/Northeast I-35, TX 

6718 IH35 North 


210-599-4800 

Tri-Star Hotel Group, L.P. 

San Marcos, TX 

106 I H 35 

San Marcos, TX 78666 

512-754-7707 

Corridor Hotel, Ltd. 

Schertz, TX 

17702 IH-35 North 

Schertz, TX 78154 

210-566-6110 

Sunstone Hospitality Inc. 

Stephenville, TX 

910 South Harbin Drive 

Stephenville, TX 76401 

254-918-5400 

D&D Lodging, LLP 

Texarkana/Central Mall Area, TX 

4601 Cowhorn Creek Road 

Texarkana, TX 75503 

903-832-3499 

OM Hospitality Inc. 

Tomball, TX 

14100 Medical Complex Drive 

Tomball, TX 77377 

281-357-1500 

Genuine Faith Waco, LLC 

Waco-South, TX 

2501 Market Place Drive 

Waco, TX 76711 

254-662-9500 

Shawnee Hospitality, LLC 

Waxahachie, TX 

2010 Civic Center Lane 

Waxahachie, TX 75165 

972-923-0666 

UTAH 

Andromeda Hospitality Group, Inc. 

Ogden, UT 

2401 Washington Boulevard 

Ogden, UT 84401 

801-394-9400 

Rockford Hotels LLC 

Park City, UT 

6609 N. Landmark Drive 

Park City, UT 84098 

435-645-0900 

Hospice, L.C. 

Provo/Orem, UT 


Orem, UT 84058 

801-426-8500 

Pacifica Salt Lake City LP 

Salt Lake City-Airport, UT 

307 North Admiral Byrd Road 


801-530-0088 

Glen Black Descendant's Trust 

Salt Lake City/West Jordan, UT 

3923 W. Center Park Dr. 

West Jordan, UT 84084 

801-280-7300 

VIRGINIA 

Alexandria Hotel Associates, L.C. 

Alexandria-Old Town Area South, VA 

5821 Richmond Highway 


703-329-1400 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Midtown L.L.C. 

Charlottesville-at the Univ., VA 

900 W. Main Street 

Charlottesville, VA 22903 

434-923-8600 

Battlefield Hotel, LLC 

Chesapeake-Battlefield Blvd., VA 

1421 North Battlefield Boulevard 


757-819-5230 

MRK Hospitality Inc. 

Chesapeake/Suffolk/Portsmouth, VA 

4449 Peek Trail 


757-465-7000 

Island Waterfront Hotel L.L.C. 

Chincoteague-Waterfront, VA 


Chincoteague, VA 23336 

757-336-1616 

AJI US Properties, LLC 

Exmore/Eastern Shore, VA 

4129 Lankford Highway 

P.O. Box 189 

Exmore, VA 23350 

757-442-7722 

Celebrate 1080, LLC 

Fredericksburg-at Celebrate Virginia, VA 


Fredericksburg, VA 22401 

540-786-5530 

AMDM II, LLC 

Fredericksburg-South, VA 

4800 Market Street 

Fredericksburg, VA 22408 

540-898-5000 

JAI Herndon Hotel, LLC 

Herndon/Reston, VA 

435 Herndon Pkwy 

Herndon, VA 20170 

703-230-1600 

Leesburg Inn & Suites, LLC 

Leesburg, VA 

117 Fort Evans Road NE 

Leesburg, VA 20176 

703-669-8640 

Palmetto Hospitality of Fort Belvoir I, LLC 

Mt. Vernon/Belvoir-Alexandria South Area 

8843 Richmond Highway 


703-619-7026 

Yoder Inn Group, L.P. 

Newport News (Oyster Point), VA 

12251 Jefferson Ave. 

Newport News, VA 23602 

757-249-0001 

Norfolk Hotel II, LLC 

Norfolk-Airport, VA 

1511 USAA Drive 

Norfolk, VA 23502 

757-605-9999 

Sunstone Corporation 

Richmond-Virginia Center, VA 

1101 Technology Park Dr 

Glen Allen, VA 23059 

804-261-2266 

Nobility Investments, LLC 

Richmond/Glenside, VA 

5406 Glenside Drive 


804-756-1777 

Tejas Patel 

Smithfield, VA 

200 Vincents Crossing 

Smithfield, VA 23430 

757-365-4760 

Crystal City Hospitality LLC 

Washington Reagan National Arpt/Crystal 

2000 Jefferson Davis Highway 

Arlington, VA 22202 

703-418-8181 

Dulles Sterling Hospitality, LLC 

Washington/Dulles Int'l Arpt, VA 

22700 Holiday Park Drive 

Sterling, VA 20166 

703-537-7800 

Nick-Nick, Inc. 

Williamsburg-Central, VA 

718 Bypass Road 

Williamsburg, VA 23185 

757-229-7330 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

Capitol Landing Hotel Associates, L.L.C. 

Williamsburg-Historic Area, VA 

911 Capitol Landing Road 


757-941-1777 

P.V.R. Associates, L.L.C. 

Williamsburg-Richmond Rd., VA 

1880 Richmond Road 


757-229-4900 

LH&H, LLC 

Woodstock, VA 

1150 Motel Drive 

Woodstock, VA 22664 

540-459-7111 

WASHINGTON 

Hotel Concepts of Kitsap, LLC 

Bremerton, WA 

150 Washington Avenue 

Bremerton, WA 98337 

360-405-0200 

BDM Properties, LLC 

Burlington, WA 

1860 South Burlington Boulevard 

Burlington, WA 98233 

360-757-7100 

PCY Corporation, Inc. 

Seattle-Downtown, WA 

700 Fifth Avenue North 

Seattle, WA 98109 

206-282-7700 

Lynnwood Inns, Inc. 

Seattle-North/Lynnwood, WA 

19324 Alderwood Mall Parkway 

Lynnwood, WA 98036 

425-771-1888 

Royal Hospitality, LLC 

Seattle/Federal Way, WA 

31720 Gateway Center Boulevard S. 

Federal Way, WA 98003 

253-946-7000 

Tri States Development - Kent, LLC 

Seattle/Kent, WA 

21109 66th Avenue South 

Kent, WA 98032 

253-872-8811 

Spokane WV Hotel LLC 

Spokane Valley, WA 

16418 E. Indiana Avenue 

Spokane Valley, WA 99216 

509-928-6900 

TTHI, LLC 

Tacoma-Mall, WA 

8203 South Hosmer Street 

Tacoma, WA 98408 

253-539-2288 

Capri Blue Mountain, LLC 

Walla Walla, WA 

1531 Kelly Place 

Walla Walla, WA 99362 

509-525-1398 

WISCONSIN 

Grafton Hotel Associates, LLC 

Grafton, WI 

2633 Washington Street 

Grafton, WI 53024 

262-474-1000 

Madison West Princeton Hotel Investors II, 

LLC 

Madison West, WI 



608-271-0200 

HCP OBG Milwaukee Property Company, 

LLC 

Milwaukee Downtown, WI 

176 W. Wisconsin Avenue 

Milwaukee, WI 53203 

414-271-4656 

West Bend Hotel Associates, LLC 

West Bend, WI 

1975 South 18th Avenue 

West Bend, WI 53095 

262-438-1500 

WYOMING 

HIB, LLC 

Buffalo, WY 

85 US Highway 16 East 

Buffalo, WY 82834 

307-684-8899 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT A 

JJM Hospitality Inc. 

Casper, WY 

1100 N. Poplar Road 

Casper, WY 82601 

307-235-6668 

Green River Hospitality, LLC 

Green River, WY 

1055 Wild Horse Canyon Road 

Green River, WY 82935 

307-875-5300 

WHI - Pinedale, LLC 

Pinedale, WY 

55 Bloomfield Avenue 

Pinedale, WY 82941 

307-367-6700 

Riverton Hotel Development L.L.C. 

Riverton, WY 

2500 North Federal Blvd 

Riverton, WY 82501 

307-856-3500 

U.S. TERRITORIES 

PUERTO RICO 

Caribbean Hotel Developers, S.E. 

San Juan, Puerto Rico 

6530 Isla Verde Avenue 

San Juan, Puerto Rico 00979 

787-791-8777 

{000011-999987 00176898.DOC; 2} 

March 2011 


EXHIBIT B

EXHIBIT B 

Licensees With Changes in Controlling Interest or Terminated, Canceled, 

Not Renewed or Otherwise Ceased Operations Under Licenses (Fiscal Year 2010) 

HAMPTON INN 

ALABAMA 

Birmingham-Colonnade 

T & R Construction, Inc. 

Cordele, GA 

229-273-1484 

Foley/Gulf Shores, AL 

Asaram, Inc. 

Panama City, FL 

850-913-8463 

ARKANSAS 

Bentonville/Rogers 

Rogers Lodging Associates, LLC 

Madison, WI 

608-833-1616 

Little Rock-I-40, AR 

Little Rock Hospitality, LLC 

Modesto, CA 

209-832-7500 

CALIFORNIA 

Blythe, CA 

YZMA Group, Inc. 

San Diego, CA 

858-605-5948 

DELAWARE 

Wilmington-Newark, DE 

Concord Towers, Inc. 

Newark, DE 

302-655-1348 

DISTRICT OF COLUMBIA 

Washington, DC - Convention Center 

Square 484 Hotel, L.L.C. 

Chevy Chase, MD 

240-333-3600 

FLORIDA 

West Palm Beach Arpt-Central 

Australian Ave. Hospitality, Ltd. 

West Palm Beach, FL 

561-738-1405 

Marianna, FL 

Archana Hospitality, Inc. 

Marianna, FL 

575-461-3286 

ILLINOIS 

St. Louis/Columbia 

Columbia Hospitality Company, L.L.C. 

Fairview Heights, IL 

618-632-1212 

Chicago/Lombard (Oak Brook Area),IL 


Palm Beach, FL 

561-227-1336 

Chicago/Schaumburg, IL 


Palm Beach, FL 

561-227-1336 

IOWA 

Keokuk, IA 

Babaji Hotels LLC 

Stockton, CA 

209-473-7172 

KENTUCKY 

London, KY 

Handyworks Enterprises, Inc. 

London, KY 

606-864-5600 

MASSACHUSETTS 

Boston/Natick 

NH Hotel Associates, Limited Partnership 

Memphis, TN 

901-762-5466 

{000011-999987 00176885.DOC; 2} 

March 2011 

Exhibit B - 1 of 5

EXHIBIT B 

MICHIGAN 

Detroit/Dearborn @ Greenfield Vill. 

MI-DEAR CORP. 

Lafayette, CO 

303-666-8887 

Detroit/Warren, MI 

Warren Superior Hospitality, Inc. 

Southfield, MI 

248-557-9030 

Mackinaw City, MI 

Inn at the Mackinaw City, LLC 

Chattanooga, TN 

423-892-1659 

Saginaw (Frankenmuth Area), MI 

Grand Rapids Motel Co. 

Memphis, TN 

901-753-4491 

Sault Ste. Marie, MI 

North East Property, LLC 

Stockton, CA 

209-401- 1176 

MISSISSIPPI 

Columbus, MS 


Canton, MS 

601-855-0146 

MISSOURI 

Kansas City/Liberty 

Liberty Lodging Associates, LLC 

Madison, WI 

608-833-1616 

St. Louis Downtown at the Arch 

St. Louis Lodging Associates, LLC 

Madison, WI 

608-833-1616 

NEBRASKA 

Lincoln-South/Heritage Park 

LHM Holdings,, LLC 

Lincoln, NE 

402-730-7022 

NEW YORK 

Manhattan-Times Square South 

Metro Eleven Hotel, LLC 

Great Neck, NY 

516-773-9300 


Raleigh-Crabtree Valley, NC 


Raleigh, NC 

919-510-6010 

OHIO 

Dayton-South, OH 

Dora I Limited Partnership 

Columbus, IN 

812-372-6719 


Dillon, SC 

P&V, Inc. 

Dillon, SC 

803-774-8221 

TENNESSEE 

Memphis/Collierville 

Collierville Hotels GP 

Memphis, TN 

901-753-4491 

Nashville/Vanderbilt 

West End Partnerhsip 

Houston, TX 

713-267-5800 

Pigeon Forge-On The River, TN 

Forge River, GP 

Pigeon Forge, TN 

865-428-5500 

TEXAS 

Kilgore 

One World Bank 

Dallas, TX 

972-243-7775 

{000011-999987 00176885.DOC; 2} 

March 2011 

Exhibit B - 2 of 5

EXHIBIT B 

Kilgore, TX 

AKAL V Management, Inc. 

Irving, TX 

972-506-9797 

New Braunfels, TX 

Pinakin "Pat" Patel 

Alice, TX 

830-608-0123 

If you buy this franchise, your contact information may be disclosed to other buyers when you 

leave the franchise system. 

{000011-999987 00176885.DOC; 2} 

March 2011 

Exhibit B - 3 of 5

EXHIBIT B 

Licensees With Changes in Controlling Interest or Terminated, Canceled, 

Not Renewed or Otherwise Ceased Operations Under Licenses (Fiscal Year 2010) 

HAMPTON INN & SUITES 

ALABAMA 

Birmingham Downtown-Tutwiler 

Tutwiler Hotel, LLC 

Birmingham, AL 

205-655-2097 

ARKANSAS 

Pine Bluff 

Pine Bluff Host Lodging, LLC 

Euless, TX 

817-800-2008 

CALIFORNIA 

Colton/San Bernardino Area, CA 

Palacio Colton LLC 

San Diego, CA 

858-350-1000 

COLORADO 

Denver Tech Center 

K Partners Denver, LLC 

San Antonio, TX 

210-492-6620 

FLORIDA 

Port St. Lucie-West, FL 

Repose Hositality, LLC 

Jacksonville, FL 

904-230-9790 

Miami-West at Doral Blvd. 

GF II DVI Cardel Doral, LLC 

Coral Gables, FL 

305-500-9998 

Lady Lake/The Villages, FL 

Lady Lake Hospitality, Inc. 

Lady Lake, FL 

352-753-9009 

{000011-999987 00176885.DOC; 2} 

March 2011 

Exhibit B - 4 of 5 

GEORGIA 

Atlanta Downtown 

Atlantic Historic Hotel Limjited Partnership 

Memphis, TN 

901-322-1418 

IDAHO 

Boise Downtown 

Boise Lodging Investors, LLC 

Middleton, WI 

608-833-4100 

MISSISSIPPI 

Natchez 

Akshar 14 LLC 

El Dorado, AR 

870-863-7399 

MISSOURI 

St. Louis at Forest Park 

Forest Park Lodging Associates, LLC 

Madison, WI 

608-833-1400 


Holly Springs 

Viking Fund Holly Springs (NC), LLC 

Dallas, TX 

214-257-1025 

OKLAHOMA 

Oklahoma City Bricktown 

OKC-Bricktown Lodging Associates, LLC 

Madison, WI 

608-833-4100 

TENNESSEE 

Memphis Beale Street 

Peabody Place Hotel Company GP 

Memphis, TN 

901-762-5466

EXHIBIT B 

Nashville/Vanderbilt-Elliston Place 

West End Partnership 

Houston, TX 

713-267-5800 

TEXAS 

Houston-Medical Center-Astrodome 

Moody National 1715 OST Houston MT, LLC 

Houston, TX 

713-273-6660 

Legacy Park/Frisco 

T&R Frisco Hotel, L.P. 

Cordele, GA 

229-273-1484 

Dallas/Arlington South (I-20) 

Waxwing #1, Ltd. 

Frisco, TX 

972-672-7984 

Port Arthur 

Port Operations LLC 

Sugarland, TX 

214-334-5415 

Childress 

Childress Hospitality, LP 

Roanoke, TX 

817-490-1961 

If you buy this franchise, your contact information may be disclosed to other buyers when you 

leave the franchise system. 

{000011-999987 00176885.DOC; 2} 

March 2011 

Exhibit B - 5 of 5

EXHIBIT C

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 

Hilton Franchise Holding LLC 

Years Ended December 31, 2010, 2009 and 2008 

With Report of Independent Auditors


Consolidated Financial Statements 

Years ended December 31, 2010, 2009 and 2008 

Contents 

Report of Independent Auditors ..........................................................................................................1 

Consolidated Balance Sheets ..............................................................................................................2 

Consolidated Statements of Operations and Member’s Capital .........................................................3 

Consolidated Statements of Cash Flows .............................................................................................4 

Notes to Consolidated Financial Statements .......................................................................................5

Ernst & Young LLP 

8484 Westpark Drive 

McLean, Virginia 22102 

Tel: + 1 703 747 1000 

Fax: + 1 703 747 0100 

www.ey.com 

The Member of Hilton Franchise Holding LLC 

Report of Independent Auditors 

We have audited the accompanying consolidated balance sheets of Hilton Franchise Holding 

LLC (the Company) as of December 31, 2010 and 2009, and the related consolidated statements 

of operations and member’s capital and cash flows for the years ended December 31, 2010, 2009 

and 2008. These financial statements are the responsibility of the Company’s management. Our 

responsibility is to express an opinion on these financial statements based on our audits. 

We conducted our audits in accordance with auditing standards generally accepted in the United 

States. Those standards require that we plan and perform the audit to obtain reasonable assurance 

about whether the financial statements are free of material misstatement. We were not engaged 

to perform an audit of the Company’s internal control over financial reporting. Our audits 

included consideration of internal control over financial reporting as a basis for designing audit 

procedures that are appropriate in the circumstances, but not for the purpose of expressing an 

opinion on the effectiveness of the Company’s internal control over financial reporting. 

Accordingly, we express no such opinion. An audit also includes examining, on a test basis, 

evidence supporting the amounts and disclosures in the financial statements, assessing the 

accounting principles used and significant estimates made by management, as well as evaluating 

the overall financial statement presentation. We believe that our audits provide a reasonable basis 

for our opinion. 

In our opinion, the financial statements referred to above present fairly, in all material respects, 

the financial position of Hilton Franchise Holding LLC at December 31, 2010 and 2009, and the 

results of its operations and its cash flows for the years ended December 31, 2010, 2009 and 

2008, in conformity with accounting principles generally accepted in the United States. 

March 30, 2011


Consolidated Balance Sheets 

December 31, 

2010 2009 

Assets 

Cash and cash equivalents $ 10,000,110 $ 10,000,110 

Accounts receivable, net of allowance of 

$105,309 and $0, respectively 7,033,941 4,541,604 

Due from Hilton affiliates related to franchise deposits 4,910,700 4,460,500 

Total current assets 21,944,751 19,002,214 

Intangible assets, net 18,241 19,254 

Total assets $ 21,962,992 $ 19,021,468 

Liabilities and member’s capital 

Franchise deposits $ 4,910,700 $ 4,460,500 

Total current liabilities 4,910,700 4,460,500 

Commitments and contingencies 

Contributed capital 10,000,000 10,000,000 

Retained earnings 167,712,418 97,432,410 

Due from Hilton affiliates (160,660,126) (92,871,442) 

Total member’s capital 17,052,292 14,560,968 

Total liabilities and member’s capital $ 21,962,992 $ 19,021,468 

See accompanying notes to consolidated financial statements. 

2


Consolidated Statements of Operations and Member’s Capital 

Year Ended December 31, 

2010 2009 2008 

Revenue 

Franchise and license fees $ 61,206,092 $ 35,505,042 $ 18,235,739 

Franchise sales and change of ownership fees 12,926,640 14,745,625 29,489,717 

Total revenue 74,132,732 50,250,667 47,725,456 

Expenses 

Operating expenses 3,747,913 2,519,503 2,592,576 

Bad debt expense 105,309 – – 

Depreciation and amortization 1,013 1,013 – 

Total expenses 3,854,235 2,520,516 2,592,576 

Operating Income 70,278,497 47,730,151 45,132,880 

Interest income 1,511 10,928 105,369 

Net income $ 70,280,008 $ 47,741,079 $ 45,238,249 

Member’s capital, beginning of year $ 14,560,968 $ 14,519,179 $ 24,000,000 

Net income 70,280,008 47,741,079 45,238,249 

Contributions – – 2,000,000 

Distributions – (2,000,000) (14,000,000) 

Increase in Due from Hilton affiliates (67,788,684) (45,699,290) (42,719,070) 

Member’s capital, end of year $ 17,052,292 $ 14,560,968 $ 14,519,179 


3


Consolidated Statements of Cash Flows 

Year Ended December 31, 

2010 2009 2008 

Operating activities 

Net income $ 70,280,008 $ 47,741,079 $ 45,238,249 

Adjustments to reconcile net income to net cash 

provided by operating activities: 

Accounts receivable, net (2,492,337) (2,024,490) (2,517,114) 

Depreciation and amortization 1,013 1,013 – 

Cash provided by operating activities 67,788,684 45,717,602 42,721,135 

Investing activities 

Contract acquisition costs – (20,267) – 

Cash used in investing activities – (20,267) – 

Financing activities 

Contributions – – 2,000,000 

Distributions – (2,000,000) (14,000,000) 

Increase in Due from Hilton affiliates (67,788,684) (45,699,290) (42,719,070) 

Cash used in financing activities (67,788,684) (47,699,290) (54,719,070) 

Net decrease in cash and cash equivalents – (2,001,955) (11,997,935) 

Cash and cash equivalents, beginning of year 10,000,110 12,002,065 24,000,000 

Cash and cash equivalents, end of year $ 10,000,110 $ 10,000,110 $ 12,002,065 

Supplemental Disclosures 

Non-cash investing and financing activities are summarized as follows: 

(Increase)/decrease in Due from Hilton 

related to franchise deposits $ (450,200) $ 3,946,280 $ (6,208,530) 

Increase/(decrease) in Franchise deposits $ 450,200 $ (3,946,280) $ 6,208,530 


4


Notes to Consolidated Financial Statements 

December 31, 2010 

1. Organization and Basis of Presentation 

Hilton Franchise Holding LLC (“we”, “us”, or the “Company”), is a Delaware limited liability 

corporation that was formed on September 12, 2007, and began operations on October 11, 2007, 

to be a franchisor of the Hilton family of brands within the United States. We are a wholly 

owned subsidiary of Hilton Worldwide, Inc. (Hilton or the Parent, formerly known as Hilton 

Hotels Corporation). 

Our wholly owned subsidiaries, license intellectual properties from a wholly owned affiliate of 

Hilton on a royalty free basis and in turn, license the use of the trademarks to third party hotel 

owners under long-term franchise agreements. 

We have evaluated all subsequent events through March 30, 2011, the date that the financial 

statements were available to be issued. 

The financial statements of the prior year reflect certain reclassifications to conform to 

classifications adopted in 2010. These reclassifications do not affect net income. Amounts due 

from franchisees have been reclassified to Accounts Receivable from Due from Hilton Affiliates. 

2. Summary of Significant Accounting Policies 

Principles of Consolidation 

The consolidated financial statements include the accounts of Hilton Franchise Holding LLC and 

its wholly owned subsidiaries. All material intercompany transactions are eliminated. 

At December 31, 2010, we wholly own and consolidate the following subsidiaries: 

Conrad Franchise LLC 

Doubletree Franchise LLC 

Embassy Suites Franchise LLC 

Hampton Inns Franchise LLC 

Hilton Franchise LLC 

Hilton Garden Inns Franchise LLC 

HLT ESP Franchise LLC 

HLT Lifestyle Franchise LLC 

Homewood Suites Franchise LLC 

Waldorf Astoria Franchise LLC 

5


Notes to Consolidated Financial Statements (continued) 

2. Summary of Significant Accounting Policies (continued) 

Use of Estimates 

The preparation of financial statements in conformity with accounting principles generally 

accepted in the United States requires management to make estimates and assumptions about 

future events. These estimates and the underlying assumptions affect the amounts of assets and 

liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of 

revenues and expenses. These amounts and disclosures are based on management’s best 

estimates and judgments. Management evaluates its estimates and assumptions on an ongoing 

basis using historical experience, industry data and other factors, including the current economic 

environment. We adjust such estimates and assumptions when facts and circumstances dictate. 

Illiquid credit markets, foreign currency rate fluctuations, and declines in consumer spending 

have combined to increase the uncertainty inherent in such estimates and assumptions. As future 

events and their effects cannot be determined with exact precision, actual results could differ 

significantly from these estimates. 

Concentrations of Credit Risk 

Financial instruments that potentially subject us to concentrations of credit risk consist primarily 

of cash and equivalents. 

Cash and Cash Equivalents 

Cash and cash equivalents include all highly liquid investments with original maturities when 

purchased of three months or less. 

Accounts Receivable and Allowance for Doubtful Accounts 

Accounts receivables represent amounts due from the franchisees and are presented net of 

allowance for doubtful accounts. An allowance for doubtful accounts is established when we 

determine it is likely that a specific outstanding receivable balance will not be collected. 

Additionally, beyond specific identification of uncollectible amounts, a reserve is provided for 

the population of the accounts receivable that we believe will likely become uncollectible based 

on historical collection activity and current business conditions. 

6



2. Summary of Significant Accounting Policies (continued) 

Intangible Assets with Finite Useful Lives 

Intangible assets with finite useful lives are initially recorded at their fair value. All finite-lived 

intangible assets are amortized using the straight-line method over the life of the contract. Costs 

incurred to acquire individual contracts are amortized using the straight-line method over the life 

of the respective contract. As of December 31, 2010, we have weighted average useful lives of 

18 years for franchise contract intangible assets. 

Franchise Deposits 

Franchise deposits represent franchise application fees that are collected at the time a third party 

applies for a franchise license. These amounts are recorded as a liability until the application is 

approved and we have no remaining obligations; at that time, the deposits are recognized as 

revenue. If the franchise application is not approved, the application fee is refunded to the 

applicant, less processing fees. 

Revenue Recognition 

Revenue is generally recognized as services are rendered. Franchise fees represent fees earned in 

connection with the licensing of our brand names, usually under long-term contracts with the 

hotel owners. Depending on the brand, we charge franchise royalty fees of up to five percent of 

room revenue. We recognize franchise fee revenue as the fees are earned and become due from 

the franchisee when all material services or conditions have been substantially performed or 

satisfied by the franchisor. We also charge certain fees upon the sale or change of ownership of 

a franchise. Such fees are recognized in revenue upon the execution of the sale or change in 

ownership. 

We are required to collect certain taxes and fees from franchisees on behalf of governmental 

agencies and remit these back to the applicable governmental agencies on a periodic basis. We 

have a legal obligation to act as a collection agent. We do not retain these taxes and fees, and 

therefore they are not included in revenue. We record a liability when the amounts are collected 

and relieve the liability when payments are made to the applicable governmental agencies. 

7



3. Finite-Lived Intangible Assets 

Intangible assets with finite lives at December 31, 2010 and 2009 are as follows: 

2010 2009 

Franchise contracts $ 20,267 $ 20,267 

Accumulated amortization (2,026) (1,013) 

$ 18,241 $ 19,254 

Our intangibles related to franchise agreements have finite lives, and accordingly, we recorded 

amortization expense of $1,013 for each of the years ended December 31, 2010 and 2009. 

We estimate our future amortization expense for our finite-lived intangible assets to be as 

follows: 

2011 $ 1,013 

2012 1,013 

2013 1,013 

2014 1,013 

2015 1,013 

Thereafter 13,176 

$ 18,241 

4. Fair Value Measurements 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer 

a liability (an exit price) in the principal or most advantageous market for the asset or liability in 

an orderly transaction between market participants on the measurement date. We believe that the 

fair values of current assets and current liabilities approximate their reported carrying amounts 

for the years ended December 31, 2010 and 2009. 

5. Income Taxes 

No provision is made in our accounts for federal or state income taxes since our taxes are the 

direct liability of Hilton. We have no uncertain tax positions that met the recognition or 

measurement criteria of ASC Topic 740, Income Taxes. 

8



6. Related Party Transactions 

Due from Hilton affiliates 

We maintain intercompany balances with Hilton affiliates that are a result of Hilton’s centralized 

cash management system. Franchise fee revenue and franchise deposits are collected on behalf of 

us by Hilton affiliates and deposited into a lockbox account to which we have no access. We 

record a liability for franchise deposits when we, or the potential franchisee, have not met all of 

the contractual obligations and these amounts are refundable to applicants, less processing fees. 

Amounts reflected as a current asset in Due from Hilton affiliates related to franchise deposits 

represent those deposits that are due to us from Hilton affiliates and are repayable upon demand. 

The remainder of the Due from Hilton affiliates represents the amounts that are not expected to 

be settled and are reflected as a component of member’s capital. 

Operating Expenses 

Our operating costs are paid by Hilton affiliates and are not directly charged to us. We have an 

Operator agreement with a Hilton affiliate, whereby we pay a fee of five percent based on 

revenue, as defined. Operating expenses incurred are recorded as expense in the accompanying 

Consolidated Statements of Operations and Member’s Capital. Operating expenses payable is 

reflected as a reduction of amounts Due from Hilton affiliates. 

7. Commitments and Contingencies 

We are subject to legal proceedings and claims which arise in the ordinary course of business. In 

the opinion of management, the amount of ultimate liability with respect to these actions will not 

materially affect our financial position or liquidity. 

8. Member’s Capital 

Through December 31, 2010, the Parent has contributed $10,000,000 to fund our operations. In 

2009 and 2008, $2,000,000 and $14,000,000, respectively, was distributed by us to the Parent. 

9

GUARANTY OF PERFORMANCE 

For value received, Hilton Franchise Holding LLC, located at 7930 Jones Branch Drive, 

McLean, VA 22102 (the "Guarantor"), absolutely and unconditionally guarantees to assume the 

duties of Hampton Inns Franchise LLC, located at 7930 Jones Branch Drive, McLean, VA 22102 

(the "Franchisor") under its franchise registration in each state where its franchise is registered or 

exempt from registration, as applicable, and under its Franchise Agreement as identified in its 

2011 Franchise Disclosure Document, as it may be amended, and as that Franchise Agreement 

may be entered into with franchisees and amended, modified or extended, from time to time. 

This guaranty continues until all such obligations of the Franchisor under the franchise 

registration or franchise exemption (as applicable) and Franchise Agreement are satisfied or until 

liability of the Franchisor under the Franchise Agreement has been completely discharged, 

whichever first occurs. Guarantor is not discharged from liability if a claim by the franchisee 

against the Franchisor remains outstanding. Notice of acceptance is waived. The Guarantor 

does not waive receipt of notice of default on the part of the Franchisor. This guarantee is 

binding on the Guarantor and on its successors and assigns. 

The Guarantor signs this guarantee at McLean, VA on the 10th day of March, 2011. 

Guarantor: 

LDING LLC 

ATTEST: 

By: Karen Satterlee 

Vice President 

Owen Wilcox 

Assistant Secretary 

{000011-999987 00177364.DOCX; 1}

EXHIBIT D

EXHIBIT D 

FRANCHISE LICENSE AGREEMENT 

ENTER HOTEL NAME AND CITY/STATE HERE 

{000011-999987 00176786.DOC; 2} 

March 2011 

Hampton

EXHIBIT D 

TABLE OF CONTENTS 

1. DEFINITIONS ..........................................................................................................................................1 

2. GRANT OF LICENSE..............................................................................................................................5 

a. Non-Exclusive License. .....................................................................................................................5 

b. Reserved Rights. ...............................................................................................................................5 

c. Restricted Area Provision. .................................................................................................................5 

3. OUR RESPONSIBILITIES.......................................................................................................................6 

a. Training..............................................................................................................................................6 

b. Reservation Services.........................................................................................................................6 

c. Consultation.......................................................................................................................................6 

d. Marketing. ..........................................................................................................................................6 

e. Inspections/Compliance Assistance. .................................................................................................6 

f. Manual. ..............................................................................................................................................7 

g. Equipment and Supplies....................................................................................................................7 

4. PROPRIETARY RIGHTS.........................................................................................................................7 

5. TRADE NAME, USE OF THE MARKS ...................................................................................................7 

a. Trade Name.......................................................................................................................................7 

b. Use of Trade Name and Marks. ........................................................................................................7 

c. Trademark Disputes. .........................................................................................................................8 

d. Web Sites. .........................................................................................................................................8 

e. Covenant. ..........................................................................................................................................8 

6. YOUR RESPONSIBILITIES ....................................................................................................................8 

a. Operational and Other Requirements................................................................................................8 

b. Hotel Refurbishment........................................................................................................................11 

c. Staff and Management. ...................................................................................................................11 

d. Obligations of Prior Licensee...........................................................................................................12 

7. FEES......................................................................................................................................................12 

a. Monthly Fees. ..................................................................................................................................12 

b. Calculation and Payment of Fees....................................................................................................12 

c. Room Addition Fee. .........................................................................................................................13 

d. Other Fees.......................................................................................................................................13 

e. Taxes. ..............................................................................................................................................13 

f. Application of Fees. .........................................................................................................................13 

8. REPORTS, RECORDS, AUDITS, AND PRIVACY ...............................................................................13 

a. Reports ............................................................................................................................................13 

b. Maintenance of Records..................................................................................................................13 

c. Audit.................................................................................................................................................14 

d. Ownership of Information.................................................................................................................14 

e. Privacy and Data Protection. ...........................................................................................................14 

9. INDEMNITY ...........................................................................................................................................14 

10. NOTICE OF INTENT TO MARKET .....................................................................................................15 

11. TRANSFER..........................................................................................................................................15 

a. Our Transfer. ...................................................................................................................................15 

b. Your Transfer...................................................................................................................................15 

{000011-999987 00176786.DOC; 2} 

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EXHIBIT D 

12. CONDEMNATION AND CASUALTY..................................................................................................19 

a. Condemnation. ................................................................................................................................19 

b. Casualty...........................................................................................................................................19 

c. No Extensions of Term ....................................................................................................................19 

13. TERM OF LICENSE. ...........................................................................................................................19 

14. TERMINATION BY US ........................................................................................................................19 

a. Termination with Opportunity to Cure..............................................................................................19 

b. Immediate Termination by Us..........................................................................................................20 

c. Suspension/Interim Remedies by Us. .............................................................................................21 

d. Liquidated Damages upon Termination...........................................................................................21 

e. Actual Damages Under Special Circumstances..............................................................................22 

f. Your Obligations upon Termination or Expiration............................................................................23 

15. RELATIONSHIP OF PARTIES............................................................................................................23 

a. No Agency Relationship. .................................................................................................................23 

b. Notices to Public Concerning Your Independent Status. ................................................................23 

16. MISCELLANEOUS..............................................................................................................................24 

a. Severability and Interpretation.........................................................................................................24 

b. Governing Law, Jurisdiction and Venue..........................................................................................24 

c. Exclusive Benefit. ............................................................................................................................24 

d. Entire Agreement/Amendment/Waiver ............................................................................................24 

e. Consent; Business Judgment..........................................................................................................25 

f. Notices.............................................................................................................................................25 

g. General Release..............................................................................................................................25 

h. Remedies Cumulative......................................................................................................................25 

i. Economic Conditions Not a Defense...............................................................................................26 

j. Representations and Warranties. ....................................................................................................26 

k. Counterparts. ...................................................................................................................................26 

l. Restricted Persons and Anti-bribery Representations and Warranties...........................................26 

m. Attorneys’ Fees and Costs...............................................................................................................27 

n. Interest.............................................................................................................................................27 

o. Successors and Assigns..................................................................................................................27 

p. Our Delegation of Rights and Responsibility...................................................................................27 

17. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES ....................................................................27 

18. ACKNOWLEDGEMENT OF EXEMPTION..........................................................................................28 

[DELETE THOSE THAT DO NOT APPLY:] 

ATTACHMENT A - PERFORMANCE CONDITIONS: NEW DEVELOPMENT 

ATTACHMENT A - PERFORMANCE CONDITIONS: CHANGE OF OWNERSHIP OR RE-LICENSING 

ATTACHMENT A - PERFORMANCE CONDITIONS: CONVERSION 

ATTACHMENT B - RIDER TO FRANCHISE LICENSE AGREEMENT 

{000011-999987 00176786.DOC; 2} 

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EXHIBIT D 

FRANCHISE LICENSE AGREEMENT 

This Franchise License Agreement is dated as of the Effective Date between Hampton Inns Franchise 

LLC (“we,” “us,” “our” or “Licensor”) and the licensee entity (“you,” “your” or “Licensee”) set forth in the 

Rider attached as Attachment B. 

INTRODUCTION 

We are a subsidiary of Hilton Worldwide. Hilton Worldwide and its Affiliates own, license, lease, operate, 

manage and provide various services for the Network. We are authorized to grant licenses for selected, 

first-class, independently owned or leased hotel properties, to operate under the Licensed Brand. You 

have expressed a desire to enter into this Agreement with us to obtain a license to use the Licensed 

Brand in the operation of a hotel at the address or location described in the Rider. 

NOW, THEREFORE, in consideration of the premises and the undertakings and commitments of each 

party to the other party in this Agreement the parties agree as follows: 

1. Definitions 

THE AGREEMENT 

The following capitalized terms will have the meanings set forth after each term: 

“Affiliate” means any natural person or firm, corporation, partnership, limited liability company, 

association, trust or other entity which, directly or indirectly, controls, is controlled by, or is under common 

Control with, the subject entity. 

“Agreement” means this Franchise License Agreement, including any exhibits, attachments and 

addenda. 

“Applicable Laws” means all public laws, statutes, ordinances, orders, rules, regulations, permits, 

licenses, certificates, authorizations, directions and requirements of all governments and governmental 

authorities having jurisdiction over the Hotel or over Licensee to operate the Hotel, which, now or 

hereafter, may apply to the construction, renovation, completion, equipping, opening and operation of the 

Hotel, including, but not limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. § 12181, et 

seq., and 28 C.F.R. Part 36. 

“Change of Ownership Application” means the application submitted to us by you or the Transferee 

Licensee for a new franchise license agreement in connection with a Change of Ownership Transfer. 

“Change of Ownership Transfer” means any proposed Transfer that results in a change of Licensee or 

a change in Control of Licensee, the Hotel, or the Hotel Site and is not otherwise permitted by this 

Agreement, all as set out in Subparagraph 11.b.(3). 

“Competing Brand” means a hotel brand or trade name that, in our sole business judgment, competes 

with the System, or any System Hotel or Network Hotel. 

“Competitor” means any individual or entity that at any time during the License Term, whether directly or 

through an Affiliate, owns in whole or in part, or is the licensor or franchisor of a Competing Brand, 

irrespective of the number of hotels owned, licensed or franchised by the Competitor under such brand 

name. A Competitor does not include an individual or entity that: (i) is a franchisee of a Competing Brand; 

(ii) manages a Competing Brand Hotel, so long as the individual or entity is not the exclusive manager of 

the competing Brand; or (iii) owns a minority interest in a Competing Brand, so long as neither that 

individual or entity nor any of its Affiliates is an officer, director, or employee of the Competing Brand, 

{000011-999987 00176786.DOC; 2} 

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1

EXHIBIT D 

provides services (including as a consultant) to the Competing Brand, or exercises, or has the right to 

exercise, Control over the business decisions of the Competing Brand. 

“Construction Work” means all action necessary to perform the development and construction of the 

Hotel, renovation, furnishing, equipping, and acquisition of supplies and the implementation of the Plans. 

[INCLUDE ONLY IF USING ATTACHMENT A FOR NEW DEVELOPMENT OR CONVERSION] 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the 

management and policies of an entity, or of the power to veto major policy decisions of an entity, whether 

through the ownership of voting securities, by contract, or otherwise. 

“Designs” means your plans, layouts, specifications, drawings and designs for the proposed furnishings, 

fixtures, equipment, signs and décor of the Hotel. 

“Effective Date” means the Effective Date specified in the Rider. 

“Entities” means our present or future Affiliates and direct or indirect owners. 

“Equity Interest” means any direct or indirect legal or beneficial interest in the Licensee, the Hotel and/or 

the Hotel Site. 

“Equity Owner” means the direct or indirect owner of an Equity Interest. 

“Force Majeure” as used in Attachment A means an event causing a delay in your performance of any 

duties under Attachment A, or any non-performance of such duties, that is not your fault or within your 

reasonable control. Force Majeure includes, but is not limited to: fire; floods; natural disasters; Acts of 

God; war; civil commotion; terrorist acts; any governmental act or regulation; and any other similar event 

beyond your reasonable control. Force Majeure does not include your own financial inability to perform, 

inability to obtain financing, inability to obtain permits or any other similar events unique to you or the 

Hotel, or to general economic downturn or conditions. 

“General Manager” has the meaning set forth in Subparagraph 6.c. 

“Gross Receipts Tax” means any gross receipts, sales, use, excise, value added or any similar tax. 

“Gross Rooms Revenue” has the meaning set forth in Subparagraph 7.b. 

“Guarantor” means the person or entity that guarantees your obligations under this Agreement or any of 

Your Agreements. 

“Guest Rooms” means each rentable unit in the Hotel generally used for overnight guest 

accommodations, the entrance to which is controlled by the same key; provided that adjacent rooms with 

connecting doors that can be locked and rented as separate units are considered separate Guest Rooms. 

“Hilton Worldwide” means Hilton Worldwide, Inc., a Delaware corporation. 

“Hotel” means the property you will operate under this Agreement and includes all structures, facilities, 

appurtenances, furniture, fixtures, equipment, and entry, exit, parking and other areas located on the 

Hotel Site we have approved for your business or located on any land we approve in the future for 

additions, signs, parking or other facilities. 

“Hotel Site” means the real property on which the Hotel is located or to be located, as approved by us. 

“Indemnified Parties” means us and the Entities and our respective predecessors, successors and 

assigns, and the members, officers, directors, employees, managers, and agents of each of us. 

{000011-999987 00176786.DOC; 2} 

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2

EXHIBIT D 

“Information” means all information we obtain from you or about the Hotel or its guests or prospective 

guests under this Agreement or under any agreement ancillary to this Agreement, including, but not 

limited to, agreements relating to the computerized reservation, revenue management, property 

management, and other systems we provide or require, or otherwise related to the Hotel. Information 

includes, but is not limited to, Operational Information, Proprietary Information, and Personal Information. 

“Interim Remedy” has the meaning set forth in Subparagraph 14.c. 

“License” has the meaning set forth in Subparagraph 2.a. 

“License Term” means the period from the Effective Date through the expiration of this Agreement on the 

date set forth in the Rider, unless terminated earlier under the terms of this Agreement. 

“Licensed Brand” means the brand name set forth in the Rider. 

“Linked Sites” has the meaning set forth in Subparagraph 5.d. 

“Liquidated Damages” has the meaning set forth in Subparagraph 14.d. 

“Management Company” has the meaning set forth in Subparagraph 6.c. 

“Manual” means all written compilations of the Standards. The Manual may take the form of one or more 

of the following: one or more loose leaf or bound volumes; bulletins; notices; videos; CD-ROMS and/or 

other electronic media; online postings; e-mail and/or electronic communications; facsimiles; or, any other 

medium capable of conveying the Manual’s contents. 

“Marks” means the Licensed Brand and all other service marks, copyrights, trademarks, trade dress, 

logos, insignia, emblems, symbols and designs (whether registered or unregistered), slogans, 

distinguishing characteristics, and trade names used in the System. 

“Monthly Program Fee” means the fee we require from you in Subparagraph 7.a., which is set forth in 

the Rider. 

“Monthly Royalty Fee” means the fee we require from you in Subparagraph 7.a., which is set forth in the 

Rider. 

“Network” means the hotels, inns, conference centers, timeshare properties and other operations Hilton 

Worldwide and its subsidiaries own, license, lease, operate or manage now or in the future. 

“Network Hotel” means any hotel, inn, conference center, timeshare property or other similar facility 

within the Network. 

“Opening Date” means the day on which we authorize you to make available the facilities, Guest Rooms 

or services of the Hotel to the general public under the Licensed Brand. 

“Operational Information” means all information concerning Gross Rooms Revenue, other revenues 

generated at the Hotel, room occupancy rates, reservation data and other financial and non-financial 

information we require. 

“Other Business(es)” means any business activity we or the Entities engage in, other than the licensing 

of the Hotel. 

“Other Hotels” means any hotel, inn, lodging facility, conference center or other similar business, other 

than a System Hotel or a Network Hotel. 

{000011-999987 00176786.DOC; 2} 

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3

EXHIBIT D 

“Personal Information” means any information that: (i) can be used (alone or when used in combination 

with other information within your control) to identify, locate or contact an individual; or (ii) pertains in any 

way to an identified or identifiable individual. Personal Information can be in any media or format, 

including computerized or electronic records as well as paper-based files. 

“PIP” means product improvement plan. 

“PIP Fee” means the fee we charge for creating a PIP. 

“Plans” means your plans, layouts, specifications, and drawings for the Hotel. 

“Pre-Opening Liquidated Damages” has the meaning set forth in Attachment A. [INCLUDE ONLY IF 

USING ATTACHMENT A FOR NEW DEVELOPMENT OR CONVERSION] 

“Principal Mark” is the Mark identified as the Principal Mark in the Rider. 

“Privacy Laws” means any international, national, federal, provincial, state, or local law, code or 

regulation that regulates the processing of Personal Information in any way, including, but not limited to, 

national data protection laws, laws regulating marketing communications and/or electronic 

communications, information security regulations and security breach notification rules. 

“Proprietary Information” means all information or materials concerning the methods, techniques, plans, 

specifications, procedures, information, systems and knowledge of and experience in the development, 

operation, marketing and licensing of the System, whether developed by us, you, or a third party. 

“Publicly Traded Equity Interest” means any Equity Interest that is traded on any securities exchange or 

is quoted in any publication or electronic reporting service maintained by the National Association of 

Securities Dealers, Inc., or any of its successors. 

“Quality Assurance Re-Evaluation Fee” has the meaning set forth in Subparagraph 3.e. 

“Renovation Work” has the meaning set forth in Attachment A. [INCLUDE ONLY IF USING 

ATTACHMENT A FOR CONVERSION, CHANGE OF OWNERSHIP OR RELICENSING] 

“Reports” mean daily, monthly, quarterly and annual operating statements, profit and loss statements, 

balance sheets, and other financial and non-financial reports we require. 

“Reservation Service” means the reservation service we designate in the Standards for use by System 

Hotels. 

“Restricted Area Provision” has the meaning set forth in the Rider. [INCLUDE ONLY IF RESTRICTED 

AREA PROVISION INCLUDED] 

“Rider” is attached as Attachment B. 

“Room Addition” has the meaning set forth in Subparagraph 7.c. 

“Room Addition Fee” is the fee you must pay when submitting the Room Addition request. 

“Site” means domain names, the World Wide Web, the Internet, computer network/distribution systems, 

or other electronic communications sites. 

“Standards” means all standards, specifications, requirements, criteria, and policies that have been and 

are in the future developed and compiled by us for use by you in connection with the design, construction, 

renovation, refurbishment, appearance, equipping, furnishing, supplying, opening, operating, maintaining, 

marketing, services, service levels, quality, and quality assurance of System Hotels, including the Hotel, 

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4

EXHIBIT D 

and for hotel advertising and accounting, whether contained in the Manual or set out in this Agreement or 

other written communication. 

“System” means the elements, including know-how, that we designate to distinguish hotels operating 

worldwide under the Licensed Brand (as may in certain jurisdictions be preceded or followed by a 

supplementary identifier such as “by Hilton”) that provide to the consuming public a similar, distinctive, 

high quality hotel service. The System currently includes: the Licensed Brand, the Marks, the Trade 

Name, and the Standards; access to a reservation service; advertising, publicity and other marketing 

programs and materials; training programs and materials; and programs for our inspecting the Hotel and 

consulting with you. 

“System Hotels” means hotels operating under the System using the Licensed Brand name. 

“Trademark Liquidated Damages” has the meaning set forth in Attachment A. [INCLUDE ONLY IF 

USING ATTACHMENT A FOR NEW DEVELOPMENT OR CONVERSION] 

“Trade Name” means the name of the Hotel set forth in the Rider. 

“Transfer” means in all its forms, any sale, lease, assignment, spin-off, transfer, or other conveyance of a 

direct or indirect legal or beneficial interest. 

“Transferee Licensee” means the proposed new licensee resulting from a Transfer. 

“Your Agreements” means any other agreement between you and us or any of the Entities related to this 

Agreement, the Hotel and/or the Hotel Site. 

2. Grant of License 

a. Non-Exclusive License. We grant to you and you accept a limited, non-exclusive License to 

use the Marks and the System during the License Term at, and in connection with, the operation of the 

Hotel in accordance with the terms of this Agreement. You agree to identify and operate the Hotel as a 

System Hotel in accordance with the Marks, the System and this Agreement only as and when authorized 

by us. You acknowledge and agree that you are not acquiring any rights other than the non-exclusive 

right to use the System to operate the Hotel under the Licensed Brand at the Hotel Site under this 

Agreement and in accordance with the terms of this Agreement. 

b. Reserved Rights. This Agreement does not limit our right, or the right of the Entities, to own, 

license or operate any Other Business of any nature, whether in the lodging or hospitality industry or not, 

and whether under the Licensed Brand, a competitive brand, or otherwise. We and the Entities have the 

right to engage in any Other Businesses, even if they compete with the Hotel, the System, or the 

Licensed Brand, and whether we or the Entities start those businesses, or purchase, merge with, acquire, 

are acquired by, come under common ownership with, or associate with, such Other Businesses. We 

may also: (a) modify the System by adding, altering, or deleting elements of the System; (b) use or 

license to others all or part of the System; (c) use the facilities, programs, services and/or personnel used 

in connection with the System in Other Businesses; and (d) use the System, the Licensed Brand and the 

Marks in the Other Businesses. You acknowledge and agree that you have no rights to, and will not 

make any claims or demands for, damages or other relief arising from or related to any of the foregoing 

activities, and you acknowledge and agree that such activities will not give rise to any liability on our part, 

including, but not limited to, liability for claims for unfair competition, breach of contract, breach of any 

applicable implied covenant of good faith and fair dealing, or divided loyalty. 

[INCLUDE ONLY IF RESTRICTED AREA PROVIDED:] 

c. Restricted Area Provision. The Restricted Area Provision is set forth in the Rider. 

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3. Our Responsibilities 

We have the following responsibilities to you under this Agreement. We reserve the right to fulfill 

some or all of these responsibilities through one of the Entities or through unrelated third parties, in our 

sole business judgment. We may require you to make payment for any resulting services or products 

directly to the provider. 

a. Training. We may specify certain required and optional training programs and provide these 

programs at various locations. We may charge you for required training services and materials and for 

optional training services and materials we provide to you. You are responsible for all travel, lodging and 

other expenses you or your employees incur in attending these programs. 

b. Reservation Services. We will furnish you with the Reservation Service. This service will be 

furnished to you on the same basis as it is furnished to other System Hotels, subject to the provisions of 

Subparagraph 14.c. below. 

c. Consultation. We may, at our sole option, offer consultation services and advice in areas 

such as operations, facilities, and marketing on the same basis as other System Hotels. We may 

establish fees in advance, or on a project-by-project basis, for any consultation service or advice you 

request. 

d. Marketing. Periodically, we will publish (either in hard copy or electronic form or both) and 

make available to the traveling public a directory that includes System Hotels, including the Hotel. 

Additionally, we will include the Hotel, or cause the Hotel to be included, where applicable, in advertising 

of System Hotels and in international, national and regional marketing programs offered by us, subject to 

and in accordance with our general practice for System Hotels. 

We will use your Monthly Program Fee to pay for various programs to benefit the System, 

including, but not limited to: (i) advertising, promotion, publicity, public relations, market research, and 

other marketing programs; (ii) developing and maintaining directories of and Internet sites for System 

Hotels; (iii) developing and maintaining the Reservation Service systems and support; and 

(iv) administrative costs and overhead related to the administration or direction of these projects and 

programs. We will have the sole right to determine how and when we spend these funds, including sole 

control over the creative concepts, materials and media used in the programs, the placement and 

allocation of advertising, and the selection of promotional programs. We may enter into arrangements for 

development, marketing, operations, administrative, technical and support functions, facilities, programs, 

services and/or personnel with any other entity, including any of the Entities or a third party. You 

acknowledge that Monthly Program Fees are intended for the benefit of the System and will not simply be 

used to promote or benefit any one System Hotel or market. We will have no obligation in administering 

any activities paid by the Monthly Program Fee to make expenditures for you that are equivalent or 

proportionate to your payments or to ensure that the Hotel benefits directly or proportionately from such 

expenditures. We may create any programs and allocate monies derived from Monthly Program Fees to 

any regions or localities, as we consider appropriate in our sole business judgment. The aggregate of 

Monthly Program Fees paid to us by System Hotels does not constitute a trust or “advertising fund” and 

we are not a fiduciary with respect to the Monthly Program Fees paid by you and other System Hotels. 

We are not obligated to expend funds in excess of the amounts received from System Hotels. If any 

interest is earned on unused Monthly Program Fees, we will use the interest before using the principal. 

The Monthly Program Fee does not cover your costs of participating in any optional marketing programs 

and promotions offered by us in which you voluntarily choose to participate. These Monthly Program 

Fees do not cover the cost of operating the Hotel in accordance with the Standards. 

e. Inspections/Compliance Assistance. We will administer a quality assurance program for 

the System that may include conducting periodic inspections of the Hotel and guest satisfaction surveys 

and audits to ensure compliance with System Standards. You will permit us to inspect the Hotel without 

prior notice to determine if the Hotel is in compliance with the Standards. You will cooperate fully with our 

representatives during these inspections. You will then take all steps necessary to correct any 

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deficiencies within the times we establish. You may be charged a Quality Assurance Re-Evaluation Fee 

as set forth in the Standards. You will provide complimentary accommodations for the quality assurance 

auditor each time we conduct a regular inspection or a special on-site quality assurance re-evaluation 

after the Hotel has failed a regular quality assurance evaluation or to verify that deficiencies noted in a 

quality assurance evaluation report or PIP have been corrected or completed by the required dates. 

f. Manual. We will issue to you or make available in electronic form the Manual and any 

revisions and updates we may make to the Manual during the License Term. You agree to ensure that 

your copy of the Manual is, at all times, current and up to date. If there is any dispute as to your 

compliance with the provisions of the Manual, the master copy of the Manual maintained at our principal 

office will control. 

g. Equipment and Supplies. We will make available to you for use in the Hotel various 

purchase, lease, or other arrangements for exterior signs, operating equipment, operating supplies, and 

furnishings, which we make available to other System Hotels. 

4. Proprietary Rights 

You will not contest, either directly or indirectly during the License Term or after termination or 

expiration of this Agreement: (i) our (and/or any Entities’) ownership of, rights to and interest in the 

System, Licensed Brand, Marks and any of their elements or components, including present and future 

distinguishing characteristics; (ii) our sole right to grant licenses to use all or any elements or components 

of the System; (iii) that we (and/or the Entities) are the owner of (or the licensee of, with the right to sublicense) 

all right, title and interest in and to the Licensed Brand and the Marks used in any form and in any 

design, alone or in any combination, together with the goodwill they symbolize; and (iv) the validity or 

ownership of the Marks. You acknowledge that these Marks have acquired a secondary meaning which 

indicates that the Hotel, Licensed Brand and System are operated by or with our approval. All 

improvements and additions to, or associated with, the System, all Marks, and all goodwill arising from 

your use of the System and the Marks, will inure to our benefit and become our property (or that of the 

applicable Entities), even if you develop them. You will not apply for or obtain any trademark or service 

mark registration of any of the Marks or any confusingly similar marks in your name or on behalf of or for 

the benefit of anyone else. You acknowledge that you are not entitled to receive any payment or other 

value from us or from any of the Entities for any goodwill associated with your use of the System or the 

Marks, or any elements or components of the System. 

5. Trade Name, Use of the Marks 

a. Trade Name. The Hotel will be initially known by the Trade Name set forth in the Rider. We 

may change the Trade Name, the Licensed Brand name and/or any of the Marks (but not the Principal 

Mark), or the way in which any of them (including the Principal Mark) are depicted, at any time at our sole 

option and at your expense. You may not change the Trade Name without our specific prior written 

consent. You acknowledge and agree that you are not acquiring the right to use any service marks, 

copyrights, trademarks, trade dress, logos, designs, insignia, emblems, symbols, slogans, distinguishing 

characteristics, trade names, domain names or other marks or characteristics owned by us or licensed to 

us that we do not specifically designate to be used in the System. 

b. Use of Trade Name and Marks. You will operate under the Marks, using the Trade Name, 

at the Hotel. You will not adopt any other names or marks in operating the Hotel without our approval. 

You will not use any of the Marks, or the word “Hilton,” or other Network trademarks, trade names or 

service marks, or any similar words or acronyms, in: (i) your corporate, partnership, business or trade 

name except as we permit under this Agreement or the Standards; (ii) any Internet-related name 

(including a domain name), except as we permit under this Agreement or in the Standards; or (iii) any 

business operated separately from the Hotel, including the name or identity of developments adjacent to 

or associated with the Hotel. You agree that any unauthorized use of the Marks will be an infringement of 

our rights and a material breach of this Agreement. 

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c. Trademark Disputes. You will immediately notify us of any infringement or dilution of or 

challenge to your use of any of the Marks and will not, absent a court order or our prior written consent, 

communicate with any other person regarding any such infringement, dilution, challenge or claim. We will 

take the action we deem appropriate with respect to such challenges and claims and have the sole right 

to handle disputes concerning use of all or any part of the Marks or the System. You will fully cooperate 

with us and any applicable Entity in these matters. We do not reimburse your expenses incurred in 

cooperating with us or the Entities in these matters. You appoint us as your exclusive attorney-in-fact, to 

prosecute, defend and/or settle all disputes of this type at our sole option. You will sign any documents 

we or the applicable Entity believe are necessary to prosecute, defend or settle any dispute or obtain 

protection for the Marks and the System and will assign to us any claims you may have related to these 

matters. Our decisions as to the prosecution, defense or settlement of the dispute will be final. All 

recoveries made as a result of disputes regarding use of all or part of the System or the Marks will be for 

our account. 

d. Web Sites. You may not register, own, maintain or use any Sites that relate to the Network 

or the Hotel or that include the Marks. The only domain names, Sites, or Site contractors that you may 

use relating to the Hotel or this Agreement are those we assign or otherwise approve in writing. You must 

also obtain our prior written approval concerning any third-party Site in which the Hotel will be listed, any 

proposed links between such Site and any other site (“Linked Sites”) and any proposed modifications to 

Sites and Linked Sites. All Sites containing any of the Marks and any Linked Sites must advertise, 

promote, and reflect on the Hotel and the System in a first-class, dignified manner. Any use of the Marks 

on any Site must conform to our requirements, including the identity and graphics Standards for all 

System hotels. Given the changing nature of this technology, we have the right to withhold our approval, 

and to withdraw any prior approval, and to modify our requirements. 

You acknowledge that you may not, without a legal license or other legal right, post on your Sites 

any material in which any third party has any direct or indirect ownership interest (including, but not 

limited to, video clips, photographs, sound bites, copyrighted text, trademarks or service marks, or any 

other text or image in which any third party may claim intellectual property ownership interests). You 

must incorporate on your Sites any information we require in the manner we deem necessary to protect 

our Marks. 

e. Covenant. You agree, as a direct covenant with us and the Entities, that you will comply with 

all of the provisions of this Agreement related to the manner, terms and conditions of the use of the Marks 

and the termination of any right on your part to use any of the Marks. Any non-compliance by you with 

this covenant or the terms of this Agreement related to the Marks, or any unauthorized or improper use of 

the System or the Marks, will cause irreparable damage to us and/or to the Entities. If you engage in 

such non-compliance or unauthorized and/or improper use of the System or the Marks during or after the 

License Term, we and any of the applicable Entities, along with the successors and assigns of each, 

separately or along with each other, will be entitled to both temporary and permanent injunctive relief 

against you from any court of competent jurisdiction, in addition to all other remedies we or the Entities 

may have at law. You consent to the entry of such temporary and permanent injunctions. You must pay 

all costs and expenses, including reasonable attorneys’ fees, expert fees, costs and other expenses of 

litigation that we and/or the Entities may incur in connection with your non-compliance with this covenant. 

6. Your Responsibilities 

In addition to any other responsibilities and obligations you have under this Agreement, you are 

responsible for performing the following obligations: 

a. Operational and Other Requirements. During the License Term, you must: 

(1) after the Opening Date, operate the Hotel twenty-four (24) hours a day; 

(2) operate the Hotel using the System, in compliance with this Agreement and the 

Standards, and in such a manner to provide courteous, uniform, respectable and high quality lodging and 

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EXHIBIT D 

other services and conveniences to the public. You acknowledge that, although we provide the 

Standards, you have exclusive day-to-day control of the business and operation of the Hotel and we do 

not in any way possess or exercise such control; 

(3) comply with System Standards, including our specifications for all supplies, 

products and services, regarding (i) the types and levels of services, amenities and products that must be 

used, promoted or offered in connection with the Hotel and (ii) the purchase of products and services, 

including, but not limited to, furniture, fixtures, equipment, food, operating supplies, consumable 

inventories, merchandise for resale to be used at, and/or sold from, the Hotel, in-room entertainment, 

computer networking, and any and all other items used in the operation of the Hotel. We may require you 

to purchase a particular brand of product. Unless we specify otherwise, you may purchase this product 

from any authorized source of distribution; however, we reserve the right, in our business judgment, to 

enter into exclusive purchasing arrangements for particular products or services and to require that you 

purchase products or services from approved suppliers or distributors; 

(4) install, display, and maintain signage displaying or containing the Licensed Brand 

name and other distinguishing characteristics in accordance with Standards we establish for System 

Hotels; 

(5) comply with System Standards for the training of persons involved in the 

operation of the Hotel, including completion by the General Manager and other key personnel of the Hotel 

of a training program for operation of the Hotel under the System, at a site we designate. You will pay us 

for all fees and charges, if any, we require for your personnel to attend these training programs. You will 

also be responsible for the wages, room, board and travel expenses of your personnel; 

(6) purchase and maintain property management, revenue management, in-room 

entertainment, telecommunications, high-speed internet access, and other computer and technology 

systems we designate as System-wide (or area-wide) programs based on our assessment of the longterm 

best interests of System Hotels, considering the interest of the System as a whole; 

(7) advertise and promote the Hotel and related facilities and services on a local and 

regional basis in a first-class, dignified manner, using our identity and graphics Standards for all System 

Hotels, at your cost and expense. You must submit to us for our approval samples of all advertising and 

promotional materials that we have not previously approved (including any materials in digital, electronic 

or computerized form or in any form of media that exists now or is developed in the future) before you 

produce or distribute them. You will not begin using the materials until we approve them. You must 

immediately discontinue your use of any advertising or promotional material we believe in our business 

judgment is not in the best interest of the Hotel or System, even if we previously approved the materials; 

(8) participate in and pay all charges in connection with (i) all required System guest 

complaint resolution programs, which programs may include chargebacks to the Hotel for guest refunds 

or credits, and (ii) all required System quality assurance programs, such as guest comment cards, 

customer surveys and mystery shopper programs. You must maintain minimum performance Standards 

and scores for quality assurance programs we establish; 

(9) honor all nationally recognized credit cards and credit vouchers issued for 

general credit purposes that we require and enter into all necessary credit card and voucher agreements 

with the issuers of such cards or vouchers; 

(10) participate in and use, on the terms in this Agreement and in the Standards, the 

Reservation Service, including any additions, enhancements, supplements or variants we develop or 

adopt, and honor and give first priority on available rooms to all confirmed reservations referred to the 

Hotel through the Reservation Service. The only reservation service or system you may use for outgoing 

reservations referred by or from the Hotel to other Network Hotels will be the Reservation Service or other 

reservation services we designate; 

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compliance; 

(11) comply with Applicable Laws and, upon request, give evidence to us of 

(12) participate in, and promptly pay all fees, commissions and charges associated 

with, all travel agent commission programs and third-party reservation and distribution services (such as 

airline reservation systems), all as required by the Standards and in accordance with the terms of these 

programs, all of which may be modified; 

(13) not engage, directly or indirectly, in any cross-marketing or cross-promotion of 

the Hotel with any Other Hotel or related business, except as outlined in this Paragraph, without our prior 

written consent, which we may be withhold or condition in our business judgment. You agree to refer 

guests and customers, wherever reasonably possible, only to System Hotels or Network Hotels. We may 

require you to participate in programs designed to refer prospective customers to Other Hotels. You must 

display all material, including brochures and promotional material we provide for System Hotels and 

Network Hotels, and allow advertising and promotion only of System Hotels and Network Hotels on the 

Hotel Premises, unless we specifically direct you to include advertising or promotion of Other Hotels; 

(14) treat as confidential the Standards, the Manual and all other Proprietary 

Information. You acknowledge and agree that you: (i) do not acquire any interest in the Proprietary 

Information other than the right to utilize the same in the development and operation of the Hotel under 

the terms of this Agreement; (ii) will not use the Proprietary Information in any business or for any 

purpose other than in the development and operation of the Hotel under the System; (iii) will maintain the 

absolute confidentiality of the Proprietary Information during and after the License Term; (iv) will not make 

unauthorized copies of any portion of the Proprietary Information; and (v) will adopt and implement all 

procedures we may periodically establish in our business judgment to prevent unauthorized use or 

disclosure of the Proprietary Information, including restrictions on disclosure to employees and the use of 

non-disclosure and non-competition clauses in agreements with employees, agents and independent 

contractors who have access to the Proprietary Information; 

(15) not become a Competitor, or permit your Affiliate to become a Competitor, 

without our prior written consent; 

(16) own fee simple title (or long-term ground leasehold interest, provided that such 

interest has been granted to you by an unrelated third-party ground lessor in an arms length transaction 

for a term equal to, or longer than, the License Term) to the real property and improvements that 

comprise the Hotel, or alternatively, at our request, cause the fee simple owner, or other third party 

acceptable to us, to provide its guarantee covering all of your obligations under this Agreement in form 

and substance acceptable to us; 

(17) maintain legal possession and control of the Hotel and Hotel Site for the term of 

the Agreement and promptly deliver to us a copy of any notice of default you receive from any mortgagee, 

trustee under any deed of trust, or ground lessor for the Hotel, and upon our request, provide any 

additional information we may request related to any alleged default or any subsequent action or 

proceeding in connection with any alleged default; 

(18) refrain from directly or indirectly conducting, or permitting by lease, concession 

arrangement or otherwise, gaming or casino operations in or connected to the Hotel or on the Hotel Site; 

without our prior written consent, which we may be withhold or condition in our business judgment; 

(19) refrain from directly or indirectly conducting or permitting the marketing or sale of 

timeshares, vacation ownership, fractional ownership, condominiums or like schemes at, or adjacent to, 

the Hotel without our written consent, which we may withhold or condition in our business judgment; 

provided, however, that this restriction will not prohibit you from directly or indirectly conducting timeshare, 

vacation ownership, fractional ownership, or condominium sales or marketing at and for any property 

located adjacent to the Hotel that is owned or leased by you so long as: (i) you do not use any of the 

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Marks in such sales or marketing efforts; and (ii) you do not use the Hotel or its facilities in such sales and 

marketing efforts or in the business operations of the adjacent property; 

(20) participate in and pay all charges related to our marketing programs (in addition 

to programs covered by the Monthly Program Fee), all guest frequency programs we require; and any 

optional programs that you opt into. You must also honor the terms of any discount or promotional 

programs (including any frequent guest program) that we offer to the public on your behalf, any room rate 

quoted to any guest at the time the guest makes an advance reservation, and any award certificates 

issued to Hotel guests participating in these programs; 

(21) maintain, at your expense, insurance of the types and in the minimum amounts 

we specify in the Standards. All such insurance must be with insurers having the minimum ratings we 

specify, name as additional insureds the parties we specify in the Standards, and carry the endorsements 

and notice requirements we specify in the Standards. If you fail or neglect to obtain or maintain the 

insurance or policy limits required by this Agreement, we have the option, but not the obligation, to obtain 

and maintain such insurance without notice to you, and you will immediately upon our demand pay us the 

premiums and cost we incur in obtaining this insurance; 

(22) refrain from sharing the business operations and Hotel facilities with any Other 

Hotel, without our written consent, which we may withhold or condition in our business judgment; 

(23) refrain from any activity which, in our business judgment, is likely to adversely 

reflect upon or affect in any manner, any gaming licenses or permits held by the Entities or the then 

current stature of any of the Entities with any gaming commission, board, or similar governmental or 

regulatory agency, or the reputation or business of any of the Entities; 

(24) notwithstanding anything to the contrary in this Agreement, refrain from engaging 

in any tenant-in-common syndication or Transfer of any tenant-in-common interest in the Hotel or the 

Hotel Site, other than a Transfer that is otherwise a Permitted Transfer, without our express written 

permission, which we may withhold at our sole option, and, if we grant such permission, comply with the 

terms of such permission; and 

(25) promptly provide to us all information we reasonably request about you and your 

Affiliates (including your respective beneficial owners, officers, directors, shareholders, partners or 

members) and/or the Hotel, title to the property on which the Hotel is constructed and any other property 

used by the Hotel. The information requested may include, but not necessarily be limited to, financial 

condition, credit information, personal and family background, business background, litigation, 

indictments, criminal proceedings and the like. 

b. Hotel Refurbishment. In addition to the general requirement for you to operate the Hotel 

according to our Standards, we may periodically require you to modernize, rehabilitate and/or upgrade 

the Hotel’s fixtures, equipment, furnishings, furniture, signs, computer hardware and software and related 

equipment, supplies and other items to meet the then-current Standards. You will make these changes at 

your sole cost and expense. Nothing in this subparagraph will relieve you from the obligation to maintain 

acceptable product quality ratings at the Hotel and maintain the Hotel in accordance with the Standards at 

all times during the License Term. You may not make any change in the number of approved Guest 

Rooms in the Rider or any other significant change (including major changes in structure, design or 

decor) in the Hotel without our prior written approval. Minor redecoration and minor structural changes 

that comply with our Standards will not be considered significant. 

c. Staff and Management. You are at all times solely responsible for the management of the 

Hotel’s business. You may fulfill this responsibility by providing: (i) qualified and experienced 

management, which may be a third-party Management Company; and (ii) a General Manager, each 

approved by us in writing [IF APPLICABLE at least six (6) months before the Opening Date (conditional or 

otherwise)]. You agree that we will have the right to communicate directly with the Management 

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Company and managers at the Hotel and that we may rely on the communications of such managers or 

Management Company as being on your behalf. 

You represent and agree that you have not, and will not, enter into any lease, management 

agreement or other similar arrangement for the operation of the Hotel or any part of the Hotel with any 

person or entity without our prior written consent. To be approved by us as the operator of the Hotel, you, 

any proposed Management Company and any proposed General Manager must be qualified to manage 

the Hotel. We may refuse to approve you, any proposed Management Company or any proposed 

General Manager which, in our business judgment, is inexperienced or unqualified in managerial skills or 

operating capacity or capability or is unable to adhere fully to the obligations and requirements of this 

Agreement. You understand that we reserve the right to not approve a Competitor, or any entity that 

(through itself or its Affiliate) is the exclusive manager for a Competitor, to manage the Hotel. If the 

Management Company becomes a Competitor or the Management Company and/or the General 

Manager resigns or is terminated by you or otherwise becomes unsuitable in our sole business judgment 

to manage the Hotel at any time during the License Term, you will have ninety (90) days to retain a 

qualified substitute Management Company and/or General Manager acceptable to us. Any Management 

Company and/or General Manager must have the authority to perform all of your obligations under this 

Agreement, including all indemnity and insurance obligations. The engagement of a Management 

Company does not reduce your obligations under this Agreement. In the case of any conflict between this 

Agreement and any agreement with the Management Company or General Manager, this Agreement 

prevails. 

[FOR FRANCHISE CHANGE OF OWNERSHIP TRANSACTIONS ONLY: 

d. Obligations of Prior Licensee. You acknowledge and agree that you are directly 

responsible for, and will pay on demand, all fees and charges due and owing us and the Entities related 

to the prior franchise license agreement for the Hotel if any such fees and charges remain outstanding as 

of or accrue after the Effective Date of this Agreement.] 

7. Fees 

a. Monthly Fees. Beginning on the Opening Date, you will pay to us for each month (or part of 

a month, including the final month you operate under this Agreement) a Monthly Royalty Fee and a 

Monthly Program Fee, each of which is set forth in the Rider. The amount of the Monthly Program Fee is 

subject to change by us. Any change may be established in the Standards, but any increase in the 

Monthly Program Fee will not exceed the standard rate as of the Effective Date plus one percent (1%) of 

the Hotel’s Gross Rooms Revenue during the License Term. 

b. Calculation and Payment of Fees. The monthly fees will be calculated in accordance with 

the accounting methods of the then current Uniform System of Accounts for the Lodging Industry, or such 

other accounting methods as may otherwise be specified by us in the Manual. Gross Rooms Revenue, 

as used in the calculation of the Monthly Royalty Fee and the Monthly Program Fee under this 

Agreement, means all revenues derived from the sale or rental of Guest Rooms (both transient and 

permanent) of the Hotel, including revenue derived from the redemption of points or rewards under the 

loyalty programs in which the Hotel participates, amounts attributable to breakfast (where the guest room 

rate includes breakfast), and guaranteed no-show revenue and credit transactions, whether or not 

collected, at the actual rates charged, less allowances for any Guest Room rebates and overcharges, and 

will not include taxes collected directly from patrons or guests. In the event of fire or other insured 

casualty that results in a reduction of Gross Rooms Revenue, you will determine and pay us, from the 

proceeds of any business interruption or other insurance applicable to loss of revenues, an amount equal 

to the forecasted Monthly Program Fee and forecasted Monthly Royalty Fee, based upon the Gross 

Rooms Revenue amount agreed upon between you and your insurance company, that would have been 

paid to us in the absence of such casualty; provided however, we have the right, at our request, to 

participate with you in the determination of the forecasted Gross Rooms Revenue amount for purposes of 

calculating the Monthly Program Fee and Monthly Royalty Fee. Group booking rebates, if any, paid by 

you or on your behalf to third-party groups for group stays must be included in, and not deducted from, 

the calculation of Gross Rooms Revenue. The Monthly Royalty Fee and the Monthly Program Fee will be 

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paid to us at the place and in the manner we designate on or before the fifteenth (15th) day of each 

month and will be accompanied by our standard schedule setting forth in reasonable detail the 

computation of the Monthly Royalty Fee and Monthly Program Fee for such month. There will be an 

annual adjustment within ninety (90) days after the end of each operating year so that the total Monthly 

Royalty Fees and Monthly Program Fees paid annually will be the same as the amounts determined by 

audit. We reserve the right to require you to transmit the Monthly Royalty Fee and the Monthly Program 

Fee and all other payments required under this Agreement by wire transfer or other form of electronic 

funds transfer and to provide the standard schedule in electronic form. You must bear all costs of wire 

transfer or other form of electronic funds transfer or other electronic payment and reporting. 

c. Room Addition Fee. If you desire to add or construct additional Guest Rooms at the Hotel 

at any time after the Opening Date of the Hotel under the Licensed Brand (“Room Addition”), before you 

enter into any agreement to construct the Room Addition or begin constructing the Room Addition, you 

must: (i) submit to us a written request describing the proposed Room Addition and including any 

information we may in our business judgment require to consider your request; and (ii) along with your 

request, pay us a nonrefundable Room Addition Fee equal to the then-prevailing per room Guest Room 

development fee charged for new System Hotels, multiplied by the number of proposed additional Guest 

Rooms. We will follow our then-current procedure for processing your Room Addition request. As a 

condition to our granting approval of your Room Addition Application, we may require you to modernize, 

rehabilitate or upgrade the Hotel, subject to Subparagraph 6(b) of this Agreement, and to pay us our then 

prevailing PIP Fee to prepare a PIP to determine the renovation requirements for the Hotel. We may also 

require you to execute an amendment to this Agreement covering the terms and conditions of the Room 

Addition, which may include an estoppel and general release of claims against us, the Entities, and 

related persons. 

d. Other Fees. You will timely pay all amounts due us or any of the Entities for any invoices or 

for goods or services purchased by or provided to you or paid by us or any of the Entities on your behalf, 

including pre-opening sales and operations training. 

e. Taxes. If any Gross Receipts Tax is imposed upon us or any of the Entities based on any 

payments made by you related to this Agreement, then you must reimburse us or the Entity for any such 

Gross Receipts Tax to ensure that the amount we or the Entity retains, after paying the Gross Receipts 

Tax, equals the full amount of the payments you are required to pay us or the Entity had such Gross 

Receipts Tax not been imposed; provided that you will not be required to pay income taxes payable by us 

or any Entity as a result of the net income relating to any fees collected under this Agreement. 

f. Application of Fees. We may apply any amounts received from you to any amounts due 

under this Agreement. Failure to pay any amount when due is a material breach of this Agreement. 

Such unpaid amounts will accrue a service charge beginning on the first day of the month following the 

due date of one and one-half percent (1½%) per month or the maximum amount permitted by Applicable 

Law, whichever is less. 

8. Reports, Records, Audits, and Privacy 

a. Reports. At our request, you will prepare and deliver to us daily, monthly, quarterly and 

annual Reports we require, prepared in the form, manner and within the time frame we require. The 

Reports will contain all Operational Information we require and will be certified as accurate in the manner 

we require. You will also provide us any additional related Operational Information and Reports and other 

information we may periodically request and permit us to inspect your books and records at all 

reasonable times. At least monthly, you will prepare a statement that will include all information 

concerning the Operational Information. By the fifteenth (15th) day of each month, you will submit to us a 

statement setting forth the Operational Information for the previous month and reflecting the computation 

of the amounts then due under Paragraph 7, in the form and detail we require. 

b. Maintenance of Records. In a manner and form satisfactory to us and using accounting 

and reporting Standards we require in our business judgment, you will: (i) prepare on a current basis (and 

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preserve for no less than the greater of four (4) years or our record retention requirements), complete and 

accurate records concerning Gross Rooms Revenue and all financial, operating, marketing and other 

aspects of the Hotel; and (ii) maintain an accounting system that fully and accurately reflects all financial 

aspects of the Hotel and its business. These records will include books of account, tax returns, 

governmental reports, register tapes, daily reports, and complete quarterly and annual financial 

statements (including profit and loss statements, balance sheets and cash flow statements). 

c. Audit. We may require you to have the Gross Rooms Revenue, fees or other monies due to 

us computed and certified as accurate by a certified public accountant. During the License Term and for 

two (2) years thereafter, we and our authorized agents have the right to verify Operational Information 

required under this Agreement by requesting, receiving, inspecting and auditing, at all reasonable times, 

any and all records referred to above wherever they may be located (or elsewhere if we request). If any 

inspection or audit reveals that you understated or underpaid any payment due to us that is not fully offset 

by overpayments, you will promptly pay to us the deficiency plus interest from the date each payment was 

due until paid at a rate of one and one-half percent (1½%) per month or the maximum amount permitted 

by Applicable Law, whichever is less. If the audit or inspection reveals that the underpayment is willful, or 

is for five percent (5%) or more of the total amount owed for the period being inspected, you will also 

reimburse us for all inspection and audit costs, including reasonable travel, lodging, meals, salaries and 

other expenses of the inspecting or auditing personnel. Our acceptance of your payment of any 

deficiency will not waive any rights we may have as a result of your breach, including our right to 

terminate this Agreement. If the audit discloses an overpayment, we will credit this overpayment against 

your future payments due under this Agreement, without interest, or if no future payments are due under 

this Agreement, we will promptly pay you the amount of the overpayment without interest. 

d. Ownership of Information. All Information and all revenues we derive from such 

Information will be our property. You may use Information that you acquire from third parties in operating 

the Hotel, such as Personal Information, at any time during or after the License Term to the extent lawful 

and at your sole risk and responsibility, but only in connection with operating the Hotel. The Information 

will become our Proprietary Information which we may use for any reason as we deem necessary, 

including making a financial performance representation in our franchise disclosure documents. 

e. Privacy and Data Protection. You will: (i) comply with all applicable Privacy Laws; (ii) 

comply with all Standards that relate to Privacy Laws and the privacy and security of Personal 

Information; (iii) refrain from any action or inaction that could cause us or the Entities to breach any 

Privacy Laws; (iv) do and execute, or arrange to be done and executed, each act, document and thing we 

deem necessary in our business judgment to keep us and the Entities in compliance with the Privacy 

Laws; and (v) immediately report to us the theft or loss of Personal Information (other than the Personal 

Information of your own officers, directors, shareholders, employees or service providers). 

9. Indemnity 

You must, during and after the License Term, indemnify the Indemnified Parties against, and hold 

them harmless from, all losses, costs, liabilities, damages, claims, and expenses, including reasonable 

attorneys’ fees, expert fees, costs and other expenses of litigation arising out of or resulting from: (i) any 

claimed occurrence at the Hotel or arising from, as a result of, or in connection with the development, 

construction or operation of the Hotel (including the design, construction, financing, furnishing, equipment, 

acquisition of supplies or operation of the Hotel in any way); (ii) any bodily injury, personal injury, death or 

property damage suffered or claimed by any guest, customer, visitor or employee of the Hotel; (iii) your 

alleged or actual infringement or violation of any patent, mark or copyright or other proprietary right 

owned or controlled by third parties; (iv) your alleged or actual violation or breach of any contract 

(including any System-wide group sales agreement), any Applicable Law, or any industry standard; (v) 

any business conducted by you or a third party in, on or about the Hotel or its grounds; (vi) any other of 

you or your Affiliates’ acts, errors, omissions or obligations, or those of anyone associated or affiliated 

with you, your Affiliates or the Hotel or in any way arising out of or related to this Agreement; or (vii) your 

failure to comply with Subparagraph 16.l., including a breach of the representations set forth therein. 

However, you do not have to indemnify an Indemnified Party to the extent damages otherwise covered 

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under this Paragraph 9 are adjudged by a final, non-appealable judgment of a court of competent 

jurisdiction to have been solely the result of the gross negligence or willful misconduct of that Indemnified 

Party, and not any of the acts, errors, omissions, negligence or misconduct of you or anyone related to 

you or the Hotel. You may not rely on this exception to your indemnity obligation if the claims were 

asserted against us or any other Indemnified Party on the basis of: (i) theories of imputed or secondary 

liability, such as vicarious liability, agency, or apparent agency; or (ii) our failure to compel you to comply 

with the provisions of this Agreement, including compliance with Standards, Applicable Laws or other 

requirements. 

You will also indemnify the Indemnified Parties for any claim for damages by reason of the failure 

of any contractor, subcontractor, supplier or vendor doing business with you relating to the Hotel to 

maintain adequate insurance as required in the Standards. 

You will give us written notice of any action, suit, proceeding, claim, demand, inquiry or 

investigation involving an Indemnified Party within five (5) days of your actual knowledge of it. At our 

election, you will defend us and/or the Indemnified Parties against the same or we may elect to assume 

(but under no circumstance will we be obligated to undertake) the defense and/or settlement of the action, 

suit, proceeding, claim, demand, inquiry or investigation at your expense and risk. We may obtain 

separate counsel of our choice if we believe your and our interests may conflict. Our undertaking of 

defense and/or settlement will in no way diminish your obligation to indemnify the Indemnified Parties and 

to hold them harmless. You will also reimburse the Indemnified Parties upon demand for all expenses, 

including reasonable attorneys’ fees, expert fees, costs and other expenses of litigation, the Indemnified 

Parties incur to protect themselves or to remedy your defaults. Under no circumstances will the 

Indemnified Parties be required to seek recovery from third parties or otherwise mitigate their losses to 

maintain a claim against you, and their failure to do so will in no way reduce the amounts recoverable 

from you by the Indemnified Parties. 

Your obligations under this Paragraph 9 will survive expiration or termination of this Agreement. 

10. Notice of Intent to Market 

Except in the case of a Transfer governed by Subparagraph 11.b.(1) or 11.b.(2), below, if you or 

an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel 

(the “Controlling Affiliate”), want to Transfer by sale or lease or market for sale or lease all or part of 

your interest in the Hotel or the Hotel Site, you or the applicable Controlling Affiliate must first give us 

written notice of your intent to sell or lease the Hotel or Hotel Site, concurrent with beginning your 

marketing efforts. 

11. Transfer 

a. Our Transfer. We may Transfer this Agreement or any of our rights, obligations, or assets 

under this Agreement, by operation of law or otherwise, to any person or legal entity without your 

consent. Any of the Entities may Transfer their ownership rights in us or any of our parents or Affiliates, by 

operation of law or otherwise, including by public offering, to any person or legal entity without your 

consent. You acknowledge and agree that this Agreement is a license for the Licensed Brand only and 

the programs that are unique to the Licensed Brand. Therefore, if we Transfer or assign this Agreement, 

your right to use any programs, rights or services related to or provided by the Entities or their designees, 

including the Reservation Service, any guest frequency program not unique to the Licensed Brand, and 

any Marks (except the principal name identified in the Rider) may terminate. After our Transfer of this 

Agreement to a third party who expressly assumes our obligations under this Agreement, we will no 

longer have any performance or other obligations under this Agreement. 

b. Your Transfer. You understand and acknowledge that the rights and duties in this 

Agreement are personal to you and that we are entering into this Agreement in reliance on your business 

skill, financial capacity, and the personal character of you, your officers, directors, partners, members, 

shareholders or trustees. A Transfer by you of any Equity Interest, or this Agreement, or any of your 

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rights or obligations under this Agreement, or a Transfer by an Equity Owner is prohibited other than as 

expressly permitted herein. You represent that as of the Effective Date, the Equity Interests are directly 

and/or indirectly owned as shown in the Rider. 

(1) Transfers That Do Not Require Notice to Us or Our Consent. The following 

Transfers will be permitted, without giving us notice or receiving our consent, as long as they meet the 

stated requirements. 

(a) Privately Held Equity Interests: Less than 25% Change/No Change 

of Control. An Equity Interest that is not publicly traded may be Transferred without notice to us and 

without our consent, if after the transaction: (i) less than twenty-five percent (25%) of the Equity Interest in 

the Licensee (excluding any Transfer under Subparagraph 11.b.(1)(b) below) will have changed hands 

since the Effective Date of this Agreement; and (ii) any such Transfer will not result in a change of Control 

of the Licensee, the Hotel or the Hotel Site. 

(b) Publicly Traded Equity Interests. A Publicly Traded Equity Interest 

may be Transferred without notice to us and without our consent if the Transfer does not result in a 

change in Control of the Licensee, the Hotel or the Hotel Site. 

(2) Other Permitted Transfers. We will permit the types of Transfers listed in this 

Subparagraph 11.b.(2) (“Permitted Transfers”), on the conditions stated, so long as (a) the proposed 

transferee is not a Specially Designated National or Restricted or Blocked Person (as defined in 

Subparagraph 16.l.) or a Competitor and (b) you or, if applicable, the transferring Affiliate or Equity 

Owner: (i) give us sixty (60) days advance written notice of the proposed Transfer (including the identity 

and contact information for any proposed transferee and any other information we may in our business 

judgment require in order to review the proposed Transfer and verify compliance with this Paragraph 11; 

(ii) are not in default under this Agreement or any related agreement; (iii) pay to us a nonrefundable 

processing fee of Three Thousand Dollars ($3,000) with the Transfer request; (iv) follow our then-current 

procedure for processing Permitted Transfers; and (v) execute any documents required by the procedure 

for processing Permitted Transfers, which may include an estoppel and general release of claims that you 

or the Equity Owner may have against us, the Entities, and related persons. 

(a) Affiliate Transfer. You or any Equity Owner named in the Rider as of 

the Effective Date (or any transferee Equity Owner we subsequently approve) may Transfer an Equity 

Interest or this Agreement to an Affiliate, as long as: (i) any Transfer of an Equity Interest does not result 

in a change of Control of the Licensee, the Hotel or the Hotel Site; (ii) in any Transfer of this Agreement to 

an Affiliate, the Control of the Transferee Licensee is not different from the Control of the transferring 

Licensee; and (iii) the Transfer otherwise satisfies the conditions in this Subparagraph 11.b.(2). 

(b) Transfers to Family Member or Trust. If you or any Equity Owner as 

of the Effective Date (or any transferee Equity Owner we subsequently approve) are a natural person, 

and desire to Transfer any Equity Interest or this Agreement to a member of your (or any such Equity 

Owner’s) immediate family (i.e. spouse, children, parents, siblings) or to a trust or trusts for your benefit 

(or the benefit of the Equity Owner or the Equity Owner’s immediate family members), we will consent to 

the Transfer provided that (i) such event does not result in a change of Control of the Licensee, the Hotel 

or the Hotel Site, and (ii) the Transfer otherwise satisfies the conditions in this Subparagraph 11.b.(2). 

(c) Transfer Upon Death. Upon the death of a Licensee or Equity Owner 

who is a natural person, this Agreement or the Equity Interest of the deceased Equity Owner may 

Transfer in accordance with such person’s will or, if such person dies intestate, in accordance with laws of 

intestacy governing the distribution of such person’s estate without our consent, provided that: (i) the 

Transfer Upon Death is to an immediate family member or to a legal entity formed by such family 

member(s); and (ii) within one (1) year after the death, such family member(s) or entity meet all of our 

then current requirements for an approved applicant and the Transfer otherwise satisfies the conditions in 

this Subparagraph 11.b.(2). 

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(d) Bricks and Mortar Transfer. If you or your Affiliate own the Hotel 

and/or Hotel Site, you or your Affiliate may Transfer the Hotel and/or the Hotel Site provided that after 

completion of the transaction, (i) you remain in full compliance with this Agreement and all of its subparts; 

(ii) you retain the management control of the Hotel operations; and the Transfer otherwise satisfies the 

conditions in this Subparagraph 11.b.(2). 

(e) Privately Held Equity Interests: 25% or Greater Change/No Change 

of Control. You or any Equity Owner as of the Effective Date (or any transferee Equity Owner we 

subsequently approve) may Transfer an Equity Interest even though, after the completion of such 

conveyance, twenty-five percent (25%) or more cumulative Equity Interest in Licensee will have changed 

hands since the Effective Date of this Agreement, so long as (i) such event does not result in a change of 

Control of the Licensee, the Hotel or the Hotel Site; (ii) you are not then in material default under this 

Agreement; and (iii) the Transfer otherwise satisfies the conditions in this Subparagraph 11.b.(2). 

(3) Change of Ownership Transfer. Any proposed Transfer that is not described in 

Subparagraph 11.b.(1), 11.b.(2), or 11.b.(5) is a Change of Ownership Transfer. You must give us at least 

sixty (60) days advance written notice of any proposed Change of Ownership Transfer, including the 

identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and 

any other information we may in our business judgment require in order to review and consent to the 

Transfer. The Transferee Licensee must submit to us a Change of Ownership Application accompanied 

by payment of our then prevailing development services fee. If you are remaining as Licensee, with a 

change of Control, you or the transferee Equity Owner(s) must submit the Change of Ownership 

Application and pay the fee. We may also require you or the Transferee Licensee to pay the then 

prevailing PIP Fee for us to determine the renovation requirements for the Hotel. If we approve the 

Change of Ownership Transfer, we may require you (if there is no Transferee Licensee), or the 

Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed 

Brand franchise licenses. 

We will process the Change of Ownership Application in accordance with our then 

current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, 

background investigation, operations abilities and capabilities, prior business dealings, market feasibility, 

guarantees, and other factors we consider relevant in our business judgment. We will have sixty (60) 

days from our receipt of the completed and signed application to consent or withhold our consent to the 

transferee Equity Owner(s), the Transferee Licensee and/or Change of Ownership Transfer. During our 

review process, you authorize us to communicate with the transferee Equity Owner(s), any Transferee 

Licensee and any other necessary party and to provide to the transferee Equity Owner(s), any Transferee 

Licensee any information we have about the Hotel and the market in which the Hotel operates. 

Our consent to the Change of Ownership Transfer is subject to the following conditions, 

all of which must be satisfied at or prior to the date of closing the Transfer (“Closing”): 

(a) 

You are not in default of this Agreement or any related agreement; 

(b) We must receive, at or before Closing, payment of all amounts due to us 

or the Entities through the date of Closing, along with your written agreement to promptly pay any 

amounts that may become due after Closing related to your operation of the Hotel prior to Closing; 

(c) You, the Transferee Licensee and/or transferee Equity Owner(s) must 

submit to us all information related to the Transfer that we, in our business judgment, require, including, 

but not limited to: (i) copies of any Transfer agreements; (ii) copies of organizational documents; (iii) 

identity and description of the proposed ownership; and (iv) financial statements and business information 

for all participants in the proposed Transfer; 

(d) You must, if we so request, execute our then-current standard form of 

voluntary termination agreement, which may include an estoppel and general release, covering 

termination of this Agreement; and 

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(e) You resolve to our satisfaction, or provide adequate security (including 

security for your continuing indemnity obligations) for, any suit, action, or proceeding pending or 

threatened against you or us with respect to the Hotel, which may result in liability to us, including 

outstanding accounts payable to third parties. 

We may withhold our consent to any proposed Change of Ownership Transfer if: (i) any 

of the above conditions are not met to our satisfaction; (ii) you, the Transferee Licensee or transferee 

Equity Owner(s) do not provide us with information we, in our business judgment, require, in order to 

review and consent to the Transfer; (iii) you (if there is no Transferee Licensee) or, if applicable, the 

Transferee Licensee does not agree to execute a new franchise license agreement with us (“New 

License”), which will be on our then current form for the grant of new franchise licenses, contain our then 

current license terms, and contain upgrading and other requirements, if any, that we impose; (iv) any 

required Guarantor fails to execute our then-standard form of guarantee of franchise license agreement; 

(v) you (if there is no Transferee Licensee) or, if applicable, the Transferee Licensee fails to provide 

evidence that insurance coverage, as required by the New License, will be effective by the date of 

Closing; or (vi) the Transferee Licensee or a transferee Equity Owner is a Specially Designated National, 

or Restricted or Blocked Person (as defined in Subparagraph 16.l.) or a Competitor, or otherwise fails to 

meet our then-current criteria for new licensees or Equity Owners. 

(4) Public Offering or Private Placement. Any public offering, private placement 

or other sale of securities in the Licensee, the Hotel or the Hotel Site (“Securities”) requires our consent. 

All materials required by any Applicable Law for the offer or sale of those Securities must be submitted to 

us for review at least sixty (60) days before the date you distribute those materials or file them with any 

governmental agency, including any materials to be used in any offering exempt from registration under 

any securities laws. You must submit to us a non-refundable Five Thousand Dollar ($5,000) processing 

fee with the offering documents and pay any additional costs we may incur in reviewing your documents, 

including reasonable attorneys’ fees. Except as legally required to describe the Hotel in the offering 

materials, you also may not use any of the Marks or otherwise imply our participation or that of Hilton 

Worldwide or any other Entity in or endorsement of any Securities or any Securities offering. We will 

have the right to approve any description of this Agreement or of your relationship with us, or any use of 

the Marks, contained in any prospectus, offering memorandum or other communications or materials you 

use in the sale or offer of any Securities. Our review of these documents will not in any way be 

considered our agreement with any statements contained in those documents, including any projections, 

or our acknowledgment or agreement that the documents comply with any Applicable Laws. 

You may not sell any Securities unless you clearly disclose to all purchasers and offerees 

that: (i) neither we, nor any Entity, nor any of our or their respective officers, directors, agents or 

employees, will in any way be deemed an Issuer or underwriter of the Securities, as those terms are 

defined in applicable securities laws; and (ii) we, the Entities, and our respective officers, directors, 

agents and employees have not assumed and will not have any liability or responsibility for any financial 

statements, prospectuses or other financial information contained in any prospectus or similar written or 

oral communication. You must indemnify, defend and hold the Indemnified Parties free and harmless of 

and from any and all liabilities, costs, damages, claims or expenses arising out of or related to the sale or 

offer of any of your Securities to the same extent as provided in Paragraph 9 of this Agreement. 

(5) Other Transactions. 

(a) Mortgages and Pledges to Lending Institutions. You or an Equity 

Owner may mortgage or pledge the Hotel or an Equity Interest to a lender that finances the acquisition, 

development or operation of the Hotel, without notifying us or obtaining our consent, provided that (i) you 

or the applicable Equity Owner are the sole borrower, and (ii) the loan is not secured by any other hotels 

or other collateral. You must notify us of any other proposed mortgage or pledge, including any collateral 

assignment of this Agreement, and obtain our consent, which we may withhold or condition in our 

business judgment. We will evaluate the proposed mortgage or pledge according to our then-current 

procedure and standards for processing such requests. As a condition to our consent, we may require, 

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among other things, that you (and/or the Equity Owner) and the lender execute a “lender comfort letter” 

agreement in a form satisfactory to us that describes our requirements on foreclosure, and may include 

an estoppel and general release of claims that you or the Equity Owner may have against us, the Entities, 

and related persons. We may charge a fee for our review of a proposed mortgage or pledge and for the 

processing of a lender comfort letter. 

(b) Commercial Leases. You may lease or sublease commercial space in 

the Hotel, or enter into concession arrangements for operations in connection with the Hotel, in the 

ordinary course of business, subject to our right to review and approve the nature of the proposed 

business and the proposed brand and concept, all in keeping with our then current Standards for System 

Hotels. 

12. Condemnation and Casualty 

a. Condemnation. You must immediately inform us of any proposed taking of any portion of 

the Hotel by eminent domain. If, in our business judgment, the taking is significant enough to render the 

continued operation of the Hotel in accordance with System Standards and guest expectations 

impractical, then we may terminate this Agreement upon written notice to you. You will take all necessary 

steps to permit us to participate in the proceeds of an eminent domain proceeding and/or any insurance 

proceeds applicable to the condemnation. If such taking, in our business judgment, does not require the 

termination of the Hotel, then you will make all necessary repairs to make the Hotel conform to its 

condition, character and appearance immediately before such taking, according to plans and 

specifications approved by us. You will take all measures to ensure that the resumption of normal 

operations at the Hotel is not unreasonably delayed. If you do not comply with the provisions of this 

Section 12.a., then you must pay us Liquidated Damages upon termination. 

b. Casualty. You must immediately inform us if the Hotel is damaged by fire or other casualty. 

If the damage or repair requires closing the Hotel, you may choose to repair or rebuild the Hotel 

according to System Standards, provided you: (i) begin reconstruction within four (4) months after closing; 

and (ii) reopen the Hotel for continuous business operations as soon as practicable (but in any event no 

later than one (1) year after the closing of the Hotel), giving us at least thirty (30) days notice of the 

projected date of reopening. Until we determine that the Hotel can be re-opened as a System Hotel, the 

Hotel will not promote itself as a System Hotel or otherwise identify itself with any of the Marks without our 

prior written consent. You and we each have the right to terminate this Agreement if you elect not to 

repair or rebuild the Hotel as set forth above in this Paragraph 12, provided the terminating party gives 

the other party sixty (60) days written notice, in which case we will not require you to pay Liquidated 

Damages; provided however, if after the termination notice and before the expiration of three (3) years 

thereafter or the natural expiration of the License Term, whichever is earlier, you, or any of your Affiliates, 

have a controlling interest in and/or operate a hotel at this Hotel Site and that hotel is not operated under 

a license or franchise from one of the Entities, then you must pay us the Liquidated Damages upon our 

demand. You will take all necessary steps to permit us to participate in any insurance proceeds 

applicable to the business interruption due to the casualty. 

c. No Extensions of Term. Nothing in this Paragraph 12 will extend the License Term. 

13. Term of License. 

Unless terminated earlier, this Agreement will expire without notice on the date set forth in the Rider. 

You acknowledge and agree that this Agreement is non-renewable and that this Agreement confers upon 

you absolutely no rights of license renewal or extension whatsoever following the expiration of the License 

Term. 

14. Termination by Us 

a. Termination with Opportunity to Cure. We may terminate this Agreement by written notice 

to you and opportunity to cure at any time before its expiration on any of the following grounds: 

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(1) You fail to pay us any sums due and owing to us or the Entities under this 

Agreement within the cure period set forth in the notice; 

(2) You fail to comply with any provision of this Agreement, the Manual or any 

System Standard and do not cure that default within the cure period set forth in the notice; or 

(3) You do not purchase or maintain insurance required by this Agreement or do not 

reimburse us for our purchase of insurance on your behalf. 

b. Immediate Termination by Us. We may immediately terminate this Agreement upon notice 

to you and without any opportunity to cure the default if: 

(1) After curing any material breach of this Agreement or the Standards, you engage 

in the same non-compliance within any consecutive twenty-four (24) month period, whether or not the 

non-compliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed 

material; 

(2) We send you three notices of material default in any twelve (12) month period, 

regardless of whether the defaults have been cured; 

(3) You or any Guarantor fail to pay debts as they become due or admit in writing 

your inability to pay your debts or you make a general assignment for the benefit of your creditors; 

(4) You: (i) file a voluntary petition in bankruptcy or any pleading seeking any 

reorganization, liquidation, or dissolution under any law, or you admit or fail to contest the material 

allegations of any such pleading filed against you or the Hotel, and the action results in the entry of an 

order for relief against you under the Bankruptcy Code, the adjudication of you as insolvent, or the 

abatement of the claims of creditors of you or the Hotel under any law; or (ii) have an order entered 

against you appointing a receiver for the Hotel or a substantial part of your or the Hotel’s assets; or (iii) 

make an assignment for the benefit of creditors, or similar disposition of the assets of the Hotel; 

(5) You or any Guarantor lose possession or the right to possession of all or a 

significant part of the Hotel or Hotel Site, whether through foreclosure, foreclosure of any lien, trust deed, 

or mortgage, loss of lease, or for any other reason apart from those described in Paragraph 12; 

(6) You fail to operate the Hotel for five (5) consecutive days, unless the failure to 

operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have 

taken reasonable steps to minimize the impact of such events; 

(7) You contest in any court or proceeding our ownership of the System or any part 

of the System or the validity of any of the Marks; 

(8) You or any Equity Owners with a controlling Equity Interest are or have been 

convicted of a felony or any other offense or conduct, if we determine in our business judgment it is likely 

to adversely reflect upon or affect the Hotel, the System, us and/or any Entity; 

(9) You conceal revenues, maintain false books and records of accounts, submit 

false reports or information to us or otherwise attempt to defraud us; 

(10) You, your Affiliate, or your Guarantor become a Competitor without our prior 

written consent; 

(11) You Transfer any interest in yourself, this Agreement, the Hotel or the Hotel Site, 

other than in compliance with Paragraph 11 and its subparts; 

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(12) You or a Guarantor become a Specially Designated National or Restricted or 

Blocked Person or are owned or controlled by a Specially Designated National or Restricted or Blocked 

Person or fail to comply with the provisions of Subparagraph 16.l., including a breach of the 

representations set forth therein; 

(13) Information involving you or your Affiliates, whether provided by you or obtained 

through our own investigation, discloses facts concerning you or your Affiliates, including your or your 

Affiliates’ respective officers, directors, shareholders, partners or members, and/or the Hotel, or title to the 

property over which the Hotel is constructed or any other property used by the Hotel, including leased 

commercial space, which, in our business judgment, is likely to adversely reflect upon or affect in any 

manner, any gaming licenses or permits held by the Entities or the then current stature of any of the 

Entities with any gaming commission, board, or similar governmental or regulatory agency, or the 

reputation or business of any of the Entities; 

(14) Any Guarantor breaches its guarantee, or any guarantee fails to be a continuing 

obligation fully enforceable against the person(s) signing the guarantee, or if there is any inadequacy of 

the guarantee or Guarantor, and the Guarantor fails to provide adequate assurances to us as we may 

request; or 

(15) a threat or danger to public health or safety results from the construction, 

maintenance, or operation of the Hotel. 

c. Suspension/Interim Remedies by Us. If you are in default of this Agreement, we may elect 

to postpone termination and impose an Interim Remedy, including the suspension of our obligations 

under this Agreement and/or our or the Entities’ obligations under any other of Your Agreements: 

(1) We may suspend the Hotel from the Reservation Service and any reservation 

and/or website services provided through or by us. We may remove the listing of the Hotel from any 

directories or advertising we publish. If we suspend the Hotel from the Reservation Service, we may divert 

reservations previously made for the Hotel to other System Hotels or Network Hotels. 

(2) We may disable all or any part of the software provided to you under Your 

Agreements and/or may suspend any one or more of the information technology and/or network services 

that we provide or support under Your Agreements. 

(3) We may charge you for costs related to suspending or disabling your right to use 

any software systems or technology we provided to you, together with intervention or administration fees 

as set forth in the Standards after the date of our notice of default. 

(4) You agree that our exercise of the right to elect Interim Remedies will not result 

in actual or constructive termination or abandonment of this Agreement and that our decision to elect 

Interim Remedies is in addition to, and apart from, any other right or remedy we may have in this 

Agreement. If we exercise the right to elect Interim Remedies, the exercise will not be a waiver of any 

breach by you of any term, covenant or condition of this Agreement. You will not be entitled to any 

compensation, including repayment, reimbursement, refund or offsets, for any fees, charges, expenses or 

losses you may directly or indirectly incur by reason of our exercise and/or withdrawal of any Interim 

Remedy. 

d. Liquidated Damages upon Termination. You acknowledge that the premature termination 

of this Agreement will cause substantial damage to us, the actual amount of which will be difficult to 

determine. Therefore, if we terminate this Agreement under Subparagraph 14.a. or 14.b. as a result of 

your breach of this Agreement, or if you owe Liquidated Damages pursuant to Subparagraph 12.b. of this 

Agreement, or if you unilaterally terminate this Agreement, you will pay us Liquidated Damages for the 

premature termination of the Agreement. You will owe Liquidated Damages in addition to any 

outstanding fees and charges owed to us or any of the Entities accruing through the date of termination. 

Payment of Liquidated Damages is due the earlier of thirty (30) days following termination or the Closing 

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EXHIBIT D 

of any Change of Ownership transaction in which a New License is not entered into; except that, if 

Liquidated Damages become due pursuant to Paragraph 12.a or 12.b., payment is due thirty (30) days 

after our demand. Nothing in this Paragraph gives you any right to terminate this Agreement, but provides 

for the calculation of damages in the event you do so. 

You agree that Liquidated Damages are not a penalty and represent a reasonable estimate of the 

minimum just and fair compensation for the damages we will suffer as the result of your failure to operate 

the Hotel as a System Hotel in compliance with this Agreement for the full License Term, assuming that 

we would be able to replace the Hotel in the market within a reasonable time. 

Liquidated Damages for premature termination will be calculated by adding the result of (1) plus 

the result of (2) where: 

(1) is calculated by multiplying the average monthly Gross Rooms Revenue of the 

Hotel for the twenty-four (24) full calendar-month period immediately before the month of termination by 

the Monthly Royalty Fee percentage under this Agreement, without applying any discount to the standard 

fee percentage (this product being the “Average Monthly Royalty Fees”), then multiplying the Average 

Monthly Royalty Fees by thirty-six (36), or by such lesser multiple as would represent the remaining full or 

partial months between the date of termination and the expiration of the License Term. If the Hotel has 

been open and operating as a System Hotel for less than twenty-four (24) months, then we will multiply 

thirty-six (36) by the greater of (i) the Average Monthly Royalty Fees from the date the Hotel opened as a 

System Hotel through the month immediately before the month of termination, or (ii) the product of the 

average Monthly Gross Rooms Revenue per Guest Room of all System Hotels in operation in the US 

over the twelve (12) full calendar-month period immediately before the month of termination, times the 

Monthly Royalty Fee percentage under this Agreement (without applying any discount to the standard fee 

percentage) multiplied by the number of Guest Rooms in the Hotel; and 

(2) is calculated by multiplying the average monthly Gross Rooms Revenue of the 

Hotel for the twenty-four (24) full calendar-month period immediately before the month of termination by 

the Monthly Program Fee percentage under this Agreement, without applying any discount to the 

standard fee percentage (this product being the “Average Monthly Program Fees”), then multiplying the 

Average Monthly Program Fees by twelve (12), or by such lesser multiple as would represent the 

remaining full or partial months between the date of termination and the expiration of the License Term. If 

the Hotel has been open and operating as a System Hotel for less than twenty-four (24) months, then we 

will multiply twelve (12) by the greater of (i) the Average Monthly Program Fees from the date the Hotel 

opened as a System Hotel through the month immediately before the month of termination, or (ii) the 

product of the average Monthly Gross Rooms Revenue per Guest Room of all System Hotels in 

operation in the US over the twelve (12) full calendar-month period immediately before the month of 

termination, times the Monthly Program Fee percentage under this Agreement (without applying any 

discount to the standard fee percentage) multiplied by the number of Guest Rooms in the Hotel. 

e. Actual Damages Under Special Circumstances. You recognize that the Liquidated 

Damages described in Subparagraph 14.d. may be inadequate to compensate us for additional harm we 

may suffer, by reason of greater difficulty in re-entering the market, competitive damage to the System or 

the Network, damage to goodwill of the Marks, and other similar harm, under the following circumstances: 

(i) within twelve (12) months of each other, seven (7) or more franchise license agreements for the 

Licensed Brand between yourself (or any of your Affiliates) and us (or any of our Affiliates) terminate 

before their expiration date either because you (or any of your Affiliates) unilaterally terminate the 

agreements or because we or any of our Affiliates terminate the agreements as a result of your or your 

Affiliate’s breach or default or (ii) this Agreement terminates automatically or is terminated by us (or any of 

our Affiliates) following an unapproved Transfer either to a Competitor or to a buyer that converts the 

Hotel to a Competitor hotel within two (2) years from the date this Agreement terminates. In any of these 

circumstances, we reserve the right to seek actual damages in lieu of Liquidated Damages. For purposes 

of this subparagraph only, Licensed Brand includes Hampton Inn and Hampton Inn & Suites. 

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EXHIBIT D 

f. Your Obligations upon Termination or Expiration. On termination or expiration of this 

Agreement you will: 

(1) immediately pay all sums due and owing to us or any of the Entities, including 

any expenses incurred by us in obtaining injunctive relief for the enforcement of this Agreement; 

System; 

(2) immediately cease operating the Hotel as a System Hotel and cease using the 

(3) immediately cease using the Marks, the Trade Name, and any confusingly similar 

names, marks, trade dress systems, insignia, symbols, or other rights, procedures, and methods. You 

will deliver all goods and materials containing the Marks to us and we will have the sole and exclusive use 

of any items containing the Marks. You will immediately make any specified changes to the location as 

we may reasonably require for this purpose, which will include removal of the signs, custom decorations, 

and promotional materials; 

(4) immediately cease representing yourself as then or formerly a System Hotel or 

affiliated with the Licensed Brand or the Network; 

to us; 

(5) immediately return all copies of the Manual and any other Proprietary Information 

(6) immediately cancel all assumed name or equivalent registrations relating to your 

use of any Mark, notify the telephone company and all listing agencies and directory publishers including 

Internet domain name granting authorities, Internet service providers, global distribution systems, and 

web search engines of the termination or expiration of your right to use the Marks, the Trade Name, and 

any telephone number, any classified or other telephone directory listings, Internet domain names, 

uniform resource locators, website names, electronic mail addresses and search engine metatags and 

keywords associated with the Hotel, and authorize their transfer to us; and 

(7) irrevocably assign and transfer to us (or to our designee) all of your right, title and 

interest in any domain name listings and registrations that contain any reference to our Marks, System, 

Network or Licensed Brand; notify the applicable domain name registrars of the termination of your right 

to use any domain name or Sites associated with the Marks or the Licensed Brand; and authorize and 

instruct the cancellation of the domain name, or transfer of the domain name to us (or our designee), as 

we specify. You will also delete all references to our Marks, System, Network or Licensed Brand from any 

Sites you own, maintain or operate beyond the expiration or termination of this Agreement. 

15. Relationship of Parties 

a. No Agency Relationship. You are an independent contractor. Neither of us is the legal 

representative or agent of the other or has the power to obligate the other for any purpose. You 

acknowledge that we do not supervise or direct your daily affairs and that you have exclusive control over 

your daily affairs. You expressly acknowledge that we have a business relationship based entirely on, 

and defined by, the express provisions of this Agreement and that no partnership, joint venture, agency, 

fiduciary or employment relationship is intended or created by reason of this Agreement. 

b. Notices to Public Concerning Your Independent Status. All contracts for the Hotel’s 

operations and services at the Hotel will be in your name or in the name of your Management Company. 

You will not enter into or sign any contracts in our name or any Entity’s name or using the Marks or any 

acronyms or variations of the Marks. You will disclose in all dealings with the public, suppliers and third 

parties that you are an independent entity and that we have no liability for your debts. 

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EXHIBIT D 

16. Miscellaneous 

a. Severability and Interpretation. If any provision of this Agreement is held to be 

unenforceable, void or voidable, that provision will be ineffective only to the extent of the prohibition, 

without in any way invalidating or affecting the remaining provisions of this Agreement, and all remaining 

provisions will continue in effect, unless the unenforceability of the provision frustrates the underlying 

purpose of this Agreement. If any provision of this Agreement is held to be unenforceable due to its 

scope, but may be made enforceable by limiting its scope, the provision will be considered amended to 

the minimum extent necessary to make it enforceable. This Agreement will be interpreted without 

interpreting any provision in favor of or against either of us by reason of the drafting of the provision, or 

either of our positions relative to the other. Any covenant, term or provision of this Agreement that 

provides for continuing obligations after the expiration or termination of this Agreement will survive any 

expiration or termination. 

b. Governing Law, Jurisdiction and Venue. We each agree that the State of New York has a 

deep and well developed history of business decisional law. For this reason, we each agree that except 

to the extent governed by the United States Trademark Act of 1946 (Lanham Act; 15 U.S.C. 1050 et 

seq.), as amended, this Agreement will be construed in accordance with, and all disputes between us 

(whether in contract, tort, or otherwise) arising out of or related to this Agreement, any breach of this 

Agreement, or the relationship between us, will be governed by, the laws of the State of New York without 

recourse to New York (or any other) choice of law or conflicts of law principles. If, however, any provision 

of this Agreement would not be enforceable under the laws of the State of New York, and if the Hotel is 

located outside of New York and the provision would be enforceable under the laws of the state in which 

the Hotel is located, then the provision in question (and only that provision) will be interpreted and 

construed under the laws of that state. Nothing in this paragraph is intended to invoke the application of 

any franchise, business opportunity, antitrust, “implied covenant,” unfair competition, fiduciary or any 

other doctrine of law of the State of New York or any other state that would not otherwise apply absent 

this Subparagraph 16.b. 

You agree that any action brought by you against us arising out of or related to this Agreement, 

any breach of this Agreement, or the relationship between us, must be brought in the U.S. District Court 

for the Eastern District of Virginia, in Alexandria, Virginia or if that court lacks subject matter jurisdiction, 

then in a court of competent jurisdiction whose jurisdiction includes either Fairfax County, Virginia or New 

York, New York. Any action brought by us or any Entity against you arising out of or related to this 

Agreement, any breach of this Agreement, or the relationship between us, may be brought by us in the 

U.S. District Court for the Eastern District of Virginia, in Alexandria, Virginia or if that court lacks subject 

matter jurisdiction, then in any court of competent jurisdiction whose jurisdiction includes either Fairfax 

County, Virginia or New York, New York, or the county and state where the Hotel is located. You consent 

to personal jurisdiction and venue in each of these jurisdictions and waive, and agree never to assert, 

move or otherwise claim that the venue in any of these jurisdictions is for any reason improper, 

inconvenient, prejudicial or otherwise inappropriate (including any claim under the judicial doctrine of 

forum non conveniens). 

c. Exclusive Benefit. This Agreement is exclusively for our and your benefit, and none of the 

obligations of you or us in this Agreement will run to, or be enforceable by, any other party (except for any 

rights we assign or delegate to one of the Entities or covenants in favor of the Entities, which rights and 

covenants will run to and be enforceable by the Entities or their successors and assigns) or give rise to 

liability to a third party, except as otherwise specifically set forth in this Agreement. 

d. Entire Agreement/Amendment/Waiver. You and we acknowledge that each of us wants all 

terms of this business relationship defined in this written Agreement, and that neither of us wants to enter 

into a business relationship with the other in which any terms or obligations are subject to any oral 

statements or in which oral statements serve as the basis for creating rights or obligations different than 

or supplementary to the rights and obligations set forth in this Agreement. Therefore, you and we agree 

that this Agreement and all of its attachments, documents, schedules, exhibits, and any other information 

specifically incorporated into this Agreement by reference: (i) will be construed together as the entire 

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EXHIBIT D 

agreement between you and us in respect to the Hotel and any other aspect of the relationship between 

you and us; and (ii) will supersede and cancel any prior and/or contemporaneous discussions or writings 

(whether described as representations, inducements, promises, agreements or by any other term) 

between you and us. You acknowledge that: (i) no officer, employee, or other servant or agent of ours is 

authorized to make any representation, warranty, or other promise not contained in this Agreement; (ii) no 

claims, representations or warranties of earnings, sales, profits, success or failure of the Hotel have been 

made to you; and (iii) you have not relied on any such communications in entering into this Agreement. 

No change, termination, or attempted waiver or cancellation of any provision of this Agreement will bind 

us unless in writing, specifically designated as an amendment or waiver, and signed by one of our 

officers. We may condition our agreement to any amendment or waiver on receiving from you, in a form 

satisfactory to us, an estoppel and general release of claims that you may have against us, the Entities, 

and related parties. No failure by us or by any of the Entities to exercise any power given us under this 

Agreement or to insist on strict compliance by you with any of your obligations, and no custom or practice 

at variance with the terms of this Agreement, will be considered a waiver of our or any Entity’s right to 

demand exact compliance with the terms of this Agreement. Nothing in this Subparagraph 16.d. disclaims 

any representation made in the Franchise Disclosure Document provided to you for the Licensed Brand in 

connection with the offer of this Agreement. 

e. Consent; Business Judgment. Wherever our consent or approval is required in this 

Agreement, unless the provision specifically indicates otherwise, we have the right to withhold our 

approval at our option, in our business judgment, taking into consideration our assessment of the longterm 

interests of the System overall. We may withhold any and all consents or approvals required by this 

Agreement if you are in default or breach of this Agreement. Our approvals and consents will not be 

effective unless given in writing and signed by one of our duly authorized representatives. In no event 

may you make any claim for money damages based on any claim that we have unreasonably withheld or 

delayed any consent or approval to a proposed act by you under the terms of this Agreement. You also 

may not claim damages by way of set-off, counterclaim or defense for our withholding of consent. Your 

sole remedy for the claim will be an action or proceeding to enforce the provisions of this Agreement by 

specific performance or by declaratory judgment. 

f. Notices. Notices under this Agreement must be in writing and must be delivered in person, 

by prepaid overnight commercial delivery service, or by prepaid overnight mail, registered or certified, with 

return-receipt requested, addressed as follows: Notices to us must be sent to us at 7930 Jones Branch 

Drive, Suite 1100, McLean, VA 22102, ATTN: General Counsel. We will send notices to your address set 

forth in the Rider. If you want to change the name or address for notice to you, you must do so in writing, 

signed by you or your duly authorized representative, designating a single address for notice, which may 

not be a P.O. Box, in compliance with this subparagraph. notice will be deemed effective upon the earlier 

of: 1) receipt or first refusal of delivery; 2) one day after posting if sent via overnight commercial delivery 

service or overnight United States Mail; or 3) three days after placement in the United States mail if 

overnight delivery is not available to the notice address. 

g. General Release. With the exception of claims related to representations contained in the 

Franchise Disclosure Document for the Licensed Brand, you, on your own behalf and on behalf of, as 

applicable, your officers, directors, managers, employees, heirs, administrators, executors, agents and 

representatives and their respective successors and assigns hereby release, remise, acquit and forever 

discharge us and the Entities and our and their respective officers, directors, employees, managers, 

agents, representatives and their respective successors and assigns from any and all actions, claims, 

causes of action, suits, rights, debts, liabilities, accounts, agreements, covenants, contracts, promises, 

warranties, judgments, executions, demands, damages, costs and expenses, whether known or unknown 

at this time, of any kind or nature, absolute or contingent, existing at law or in equity, on account of any 

matter, cause or thing whatsoever that has happened, developed or occurred before you sign and deliver 

this Agreement to us. This release will survive the termination of this Agreement. 

h. Remedies Cumulative. The remedies provided in this Agreement are cumulative. These 

remedies are not exclusive of any other remedies that you or we may be entitled in case of any breach or 

threatened breach of the terms and provisions of this Agreement. 

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EXHIBIT D 

i. Economic Conditions Not a Defense. Neither general economic downturn or conditions 

nor your own financial inability to perform the terms of this Agreement will be a defense to an action by us 

or one of the Entities for your breach of this Agreement. 

j. Representations and Warranties. You warrant, represent and agree that all statements in 

the your application, submitted to us in anticipation of this Agreement, and all other documents and 

information submitted to us by you or on your behalf are true, correct and complete as of the date of this 

Agreement. You further represent and warrant to us that: 

(i) 

(ii) 

(iii) 

(iv) 

(v) 

(vi) 

you have independently investigated the risks of operating a hotel under the Licensed 

Brand, including current and potential market conditions and competitive factors and 

risks, and have made an independent evaluation of all such matters and reviewed our 

Franchise Disclosure Document, if applicable; 

neither we nor our representatives have made any promises, representations or 

agreements other than those provided in the Agreement or in our Franchise Disclosure 

Document provided to you in connection with the offer of this Agreement, if applicable, 

and you acknowledge that you are not relying on any promises, representations or 

agreements about us or the franchise not expressly contained in this Agreement in 

making your decision to sign this Agreement; 

you have the full legal power authority and legal right to enter into, perform and observe 

this Agreement; 

this Agreement constitutes a legal, valid and binding obligation of Licensee and your 

entry into, performance and observation of this Agreement will not constitute a breach or 

default of any agreement to which you are a party or of any Applicable Law; 

if you are a corporation, limited liability company, or other entity, you are, and throughout 

the License Term will be, duly formed and validly existing, in good standing in the state in 

which you are organized, and are and will be authorized to do business in the state in 

which the Hotel is located; 

no Equity Interest has been issued, converted to, or is held as, bearer shares or any 

other form of ownership, for which there is no traceable record of the identity of the legal 

and beneficial owner of such Equity Interest. 

You hereby indemnify and hold us harmless from any breach of these representations and 

warranties. These warranties and representations will survive the termination of this Agreement. 

k. Counterparts. This Agreement may be signed in counterparts, each of which will be 

considered an original. 

l. Restricted Persons and Anti-bribery Representations and Warranties. You represent 

and warrant to us and the Entities that you (including your directors and officers, senior management and 

shareholders (or other persons) having a controlling interest in you), and the owner of the Hotel or the 

Hotel Site are not, and are not owned or controlled by, or acting on behalf of, any of the following 

“Restricted Persons”: (1) the government of any country that is subject to an embargo imposed by the 

United States government; (2) individuals or entities (collectively, “Persons”) located in or organized 

under the laws of any country that is subject to an embargo imposed by the United States government; 

(3) Persons ordinarily resident in any country that is subject to an embargo imposed by the United States 

government; or (4) Persons identified from time to time by any government or legal authority under 

Applicable Laws as a Person with whom dealings and transactions by us or the Entities are prohibited or 

restricted, including Persons designated on the U.S. Department of the Treasury’s Office of Foreign 

Assets Control (OFAC) List of Specially Designated Nationals and Other Blocked Persons (including 

terrorists and narcotics traffickers); and similar restricted party listings, including those maintained by 

other governments pursuant to applicable United Nations, regional or national trade or financial sanctions. 

You will notify us in writing immediately upon the occurrence of any event which would render the 

foregoing representations and warranties of this Subparagraph 16.l. incorrect. 

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EXHIBIT D 

You further represent and warrant to us and the Entities that you will not directly or indirectly pay, 

offer, give or promise to pay or authorize the payment of any monies or other things of value to: 

(a) 

(b) 

(c) 

an official or employee of a government department, agency or instrumentality, stateowned 

or controlled enterprise or public international organization; 

any political party or candidate for political office; or 

any other person at the suggestion, request or direction or for the benefit of any of the 

above-described persons and entities 

if any such payment, offer, act or authorization is for purposes of influencing official actions or decisions 

or securing any improper advantage in order to obtain or retain business, or engaging in acts or 

transactions otherwise in violation of any applicable anti-bribery legislation. 

m. Attorneys’ Fees and Costs. If either party is required to employ legal counsel or to incur 

other expenses to enforce any provision of this Agreement or defend any claim by the other, then the 

prevailing party in any resulting dispute will be entitled to recover from the non-prevailing party the 

amount of all reasonable fees of attorneys and experts, court costs, and all other expenses incurred in 

enforcing such obligation or in defending against such claim, demand, action, or proceeding. 

n. Interest. Any sum owed to us or the Entities by you or paid by us or the Entities on your 

behalf will bear interest from the date due until paid by you at the rate of eighteen percent (18%) per 

annum or, if lower, the maximum lawful rate. 

o. Successors and Assigns. The terms and provisions of this Agreement will inure to the 

benefit of and be binding upon the permitted successors and assigns of the parties. 

p. Our Delegation of Rights and Responsibility. In addition to the rights granted to us in 

Paragraph 3 and Subparagraph 11.a., we reserve the right to delegate to one or more of the Entities at 

any time, any and all of our rights, obligations or requirements under this Agreement, and to require that 

you submit any relevant materials and documents otherwise requiring approval by us under this 

Agreement to such Entity, in which case approval by such Entity will be conclusively deemed to be 

approval by us. During the period of such delegation or designation, any act or direction by such Entity 

with respect to this Agreement will be deemed the act or direction of us. We may revoke any such 

delegation or designation at any time. You acknowledge and agree that such delegation may result in 

one or more of the Entities which operate, license, or otherwise support brands other than the Licensed 

Brand, exercising or performing on our behalf any or all rights, obligations or requirements under this 

Agreement or performing shared services on our behalf. 

17. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES 

a. IF EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY 

ASPECT OF THE RELATIONSHIP BETWEEN US (EVEN IF OTHER PARTIES OR OTHER CLAIMS 

ARE INCLUDED IN SUCH LITIGATION), ALL THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY 

JURY. 

b. IN ANY DISPUTE BETWEEN THE PARTIES, ARISING OUT OF OR RELATED TO 

THIS AGREEMENT, ANY BREACH OF THIS AGREEMENT, OR THE RELATIONSHIP BETWEEN THE 

PARTIES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ALL PARTIES WAIVE 

ANY RIGHT THEY MAY HAVE TO PUNITIVE OR EXEMPLARY DAMAGES FROM THE OTHER. 

NOTHING IN THIS PARAGRAPH LIMITS OUR RIGHT OR THE RIGHT OF AN INDEMNIFIED PARTY 

TO BE INDEMNIFIED AGAINST THE PAYMENT OF PUNITIVE OR EXEMPLARY DAMAGES TO A 

THIRD PARTY. THE PARTIES ACKNOWLEDGE THAT LIQUIDATED DAMAGES PAYABLE BY 

LICENSEE UNDER THIS AGREEMENT (WHETHER PRE-OPENING LIQUIDATED DAMAGES, 

TRADEMARK LIQUIDATED DAMAGES, OR LIQUIDATED DAMAGES FOR EARLY TERMINATION) 

ARE NOT PUNITIVE OR EXEMPLARY DAMAGES. 

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EXHIBIT D 

18. ACKNOWLEDGEMENT OF EXEMPTION 

You represent and acknowledge that: 

a. The franchise sale is for more than $1 million—excluding the cost of unimproved land and 

any financing received from the franchisor or an affiliate—and thus is exempted from the Federal Trade 

Commission’s Franchise Rule disclosure requirements, pursuant to 16 CFR 436.8(a)(5)(i)at least one 

person has invested One Million Dollars ($1,000,000) in the Hotel or the Hotel Site; or 

b. You and/or your affiliates have been in business for at least five (5) years and have a net 

worth of at least Five Million Dollars ($5,000,000) and this franchise sale is thus exempt from disclosure 

requirements within the meaning of 16 CFR 436.8(a)(5)(ii); and 

c. As a result of the representations in this Paragraph 18, the franchise sale is exempt under 

federal law and any applicable state disclosure law. 

[THIS AGREEMENT CONTINUES WITH AN ATTACHMENT A AND ATTACHMENT B, EACH OF 

WHICH IS A PART OF THIS AGREEMENT.] 

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EXHIBIT D 

ATTACHMENT A - PERFORMANCE CONDITIONS: 

NEW DEVELOPMENT 

A. Consultation. You or your representatives will meet with us to consult and coordinate with the 

project manager we assign to you. The meeting will take place within forty-five (45) days after we 

notify you of approval, and the meeting will be held at a location we select. 

B. Site Control. Before you begin Construction Work, you must submit to us a copy of the deed or 

lease to the Hotel Site evidencing your legal access to the Hotel Site for the full License Term. 

C. The Construction Work. You must take all action necessary to perform the development and 

construction of the Hotel, renovation, furnishing, equipping, acquisition of supplies and the 

implementation of the Plans and Designs all in accordance with this Agreement, the approved 

Plans and Designs, and the Standards we establish for System Hotels, all within the time frames 

we specify. You will be solely responsible for obtaining all necessary licenses, permits and zoning 

variances required for the Construction Work. Before you begin the Construction Work, you will 

submit to us copies of applicable permits, licenses and zoning variances. 

D. Approval of Architect/Engineer/Designer/Contractors. Before you submit Plans and Designs 

to us, you will furnish us with resumes and other information we request pertaining to the architect 

and the interior designer you desire to retain to prepare your Plans and Designs. The Plans and 

Designs will not be approved until we have approved the architect and/designer who are to 

prepare the Plans and Designs. Before you begin Construction Work, you will also submit to us 

resumes and other information we request pertaining to the general contractor and/or any major 

subcontractors for the Construction Work. Construction Work will not begin until we have 

approved the contractors, which approval may be conditioned on bonding of the contractors. 

E. Approval of Plans. On or before the date specified in the Rider for submission of the Plans, you 

must submit to us your plans, layouts, specifications, and drawings for the Hotel. Construction 

Work will not begin unless and until we have approved the Plans. You must also submit to us 

your Designs when we instruct you to do so. Once we approve the Plans and Designs, no change 

may be made to the Plans or Designs without our advance consent. In approving the Plans and 

Designs, we do not warrant the depth of our analysis or assume any responsibility for the efficacy 

of the Plans and Designs or the resulting Construction Work. It is solely your responsibility to 

ensure your Plans and Designs comply with our then prevailing Standards and with all Applicable 

Laws. 

You are solely responsible for making certain that the Hotel and the Construction Work comply in 

all respects with all Applicable Laws. We and our Affiliates will have the right to, and you will 

arrange for us and our Affiliates to, participate in all progress meetings during the development 

and construction of the Hotel, to have access to all contract and construction documents relating 

to the Hotel and the Construction Work, and to have access to the Hotel during reasonable 

business hours to visit the Hotel. However, neither we nor our Affiliates are obligated to 

participate in progress meetings, or visit the Hotel, and our and our Affiliates’ participation and 

site visits are not to be considered as a representation of the adequacy of the construction, the 

structural integrity, or the sufficiency of mechanical and electrical systems for the Hotel. Before 

we approve your Plans, your architect or other certified professional must certify to us that the 

Plans comply with all Applicable Laws related to accessibility/accommodations/ facilities for those 

with disabilities. Upon completion of the construction of the Hotel and as a condition to our 

authorization to open of the Hotel, your architect, general contractor or other certified professional 

must provide us with a certificate stating that the as-built premises comply with all Applicable 

Laws relating to accessibility/accommodations/facilities for those with disabilities. 

The Standards, the Manual, and the approved Plans and Designs, may not be used by you or by 

any design or construction professional for any hotel or lodging project other than the Hotel. 

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Attachment A - 1

EXHIBIT D 

F. Commencement; Completion. You will begin construction of the Hotel on or before the 

Construction Commencement Date specified in the Rider and will continue the Construction Work 

uninterrupted until completed unless delayed by Force Majeure. Notwithstanding any Force 

Majeure, or any other matter, Construction Work must be completed and the Hotel must be 

furnished, equipped, and other wise made ready to open in accordance with this Agreement no 

later than the Construction Completion Date specified in the Rider. 

For the Hotel to be considered under construction by the Construction Commencement Date, you 

must have begun to pour the concrete foundations for the Hotel (or for partially or fully 

constructed structures, you must have otherwise satisfied our site-specific criteria for “under 

construction” which criteria is set forth under the Construction Commencement Date in the Rider 

and is based on the site-specific circumstances of the structure). Upon our request, you will 

promptly provide us with evidence that Construction Work has commenced. 

Your failure to begin construction by the Construction Commencement Date is a material breach 

of this Agreement, unless we extend the Construction Commencement Date. If you want to 

request an extension of the Construction Commencement Date, you must submit a written 

request before the Construction Commencement Date. If we approve the extension, we will set a 

new Construction Commencement Date and you must pay us a Ten Thousand Dollar ($10,000) 

extension fee. We may condition our approval of an extension on a requirement to update the 

Plans and Designs. 

Your failure to complete the Construction Work by the Construction Completion Date is a material 

breach of this Agreement, unless we extend the Construction Completion Date. If you want to 

request an extension of the Construction Completion Date, you must submit a written request 

before the Construction Completion Date. If we approve the extension, we will set a new 

Construction Completion Date and you must pay us a Ten Thousand Dollar ($10,000) extension 

fee. We may condition our approval of an extension on a requirement to update the Plans and 

Designs. 

We will have the sole right to determine whether the Construction Work has begun and has 

been completed in accordance with this Agreement, the approved Plans and Designs, and our 

Standards for System Hotels. 

G. Site Visits. During the course of Construction Work, you and your architect, engineer, 

contractors, and subcontractors will cooperate fully with us for the purpose of permitting us to visit 

the Hotel Site and review the progress of the Construction Work. In addition, you and your 

contractors, architect and designer will: (i) supply us with samples of construction materials, test 

borings, corings, supplies, equipment, materials and reports as we may request; and (ii) give our 

representatives access to the Hotel Site and Construction Work in order to permit us to carry out 

our site visits. 

H. Progress Reports. You will submit to us each month (or more frequently if we request) a report 

showing progress made toward fulfilling the terms of this Agreement. 

I. Acquisition of Equipment, Furnishings, and Supplies. You will purchase and/or lease and 

install all fixtures, equipment, furnishings, furniture, signs, computer terminals and related 

equipment, supplies and other items we require in order to prepare the Hotel for opening and/or 

assure that the Construction Work is completed 

J. Costs of Constructing and Equipping the Hotel. You will bear the entire cost of the 

Construction Work, including the cost of the Plans and Designs, professional fees, licenses, 

permits, equipment, furniture, furnishings and supplies. 

K. Insurance During Construction. In addition to the insurance coverage required under this 

Agreement, during the course of Construction Work, you will maintain or will cause the general 

{000011-999987 00176786.DOC; 2} 

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Hampton 

Attachment A - 2

EXHIBIT D 

contractor to maintain Builder’s Risk coverage for the replacement value of the Hotel, which 

policies must name us and the Entities as additional insureds. This coverage must be evidenced 

by an original certificate of insurance, submitted to us at least thirty (30) days before you begin 

Construction Work and thereafter any time before a change is made in the coverage. Before the 

Opening Date, you will submit to us a certificate of insurance evidencing the other types of 

insurance we require under this Agreement. 

L. Limitation of Liability. We will have no liability or obligation with respect to design and 

construction of the Hotel. We have furnished to you that portion of the Manual which contains the 

technical Standards to assist you in completing the Construction Work. You acknowledge you 

have studied these Standards and satisfied yourself that the Hotel can be designed, furnished 

and equipped in accordance with these Standards and that you and your design and construction 

consultants and contractors have the necessary resources and skills to do so. The Manual does 

not encompass the architectural, structural, mechanical or electrical safety, adequacy, integrity or 

efficiency of the design or compliance with Applicable Laws. We do not undertake to approve the 

Hotel as complying with those or with governmental requirements or as being safe for guests or 

other third parties and we have no responsibilities in these areas. You must indemnify us with 

regard to compliance with these matters to the extent provided in Paragraph 9 of this Agreement. 

M. Trademarks. During the planning and Construction Work phases of the Hotel, you will have the 

right, so long as this Agreement is in effect to: (i) place a sign on the Hotel Site, at your sole 

expense, advising the general public that a System Hotel is under construction, which sign will be 

in accordance with our plans and specifications for System Hotels; (ii) advertise and promote the 

development and opening of the Hotel in the media; (iii) purchase, from vendors approved by us, 

operating supplies and equipment bearing the Marks required for the operation of the Hotel; and 

(iv) purchase, from vendors approved by us, and install the permanent Licensed Brand signage 

required for the operation of the Hotel. Once we authorize the Hotel to open (conditionally or 

otherwise), you may use the Marks and the System in the operation of the Hotel, consistent with 

the terms and conditions of this Agreement. 

N. Staffing. Before the Opening Date, you will, at your cost, hire a staff to operate the Hotel, and 

train that staff, all in accordance with the Standards and such other instructions as we may 

furnish to you. 

O. Opening. The Hotel will be considered open on the Opening Date. You will not open the Hotel 

unless and until you receive our written authorization to do so. We will only authorize the Hotel to 

open when we, in our sole business judgment, are satisfied that: (i) you have complied with all the 

terms and conditions in this Agreement; (ii) your staff has received adequate training and 

instruction; (iii) you have a certificate of occupancy for the Hotel, issued by the licensing authority 

for the jurisdiction where the Hotel is located; and (iv) all fees and charges you owe to us or the 

Entities have been paid. Opening the Hotel before we authorize you to open will constitute 

unauthorized use of our Marks and a material breach of this Agreement. Recognizing the 

difficulty of ascertaining damages for such a breach, you must pay us, as Trademark Liquidated 

Damages, solely for the damage to our Marks and not as a penalty, Five Thousand Dollars 

($5,000) per day to compensate us for the damage to our Marks. You must also reimburse us for 

our costs, including reasonable attorneys’ fees, expert fees, costs and other expenses of litigation 

incurred in enforcing our rights. These Trademark Liquidated Damages do not limit any other 

remedies we may have, at law or in equity. 

P. Compliance/Investigation. You will give us at least fifteen (15) days advance notice that, in 

your opinion, you have complied with all the terms and conditions of this Agreement and the Hotel 

is ready to open (conditionally or otherwise). We will use reasonable efforts within fifteen (15) 

days after we receive your notice to visit the Hotel and to conduct other investigations as we 

deem necessary to determine whether to authorize the opening (conditional or otherwise) of the 

Hotel, but we will not be liable for delays or loss occasioned by our inability to complete our 

investigation and to make this determination within the fifteen (15) day period. If you fail to pass 

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Attachment A - 3

EXHIBIT D 

our initial opening site visit, we may, in our sole business judgment, charge you reasonable fees 

associated with any additional visits. 

Q. Conditional Opening. Notwithstanding Paragraph O above, we may, in our sole business 

judgment, conditionally authorize you to open and operate the Hotel as a System Hotel 

(“Conditional Opening”) even though you have not fully completed the Construction Work or 

otherwise complied with the terms of this Agreement, if you are meeting your performance 

obligations under this Agreement and if you agree to fulfill all remaining terms of this Agreement, 

including any attachment, on or before the completion date set forth in the Rider, or any extension 

we approve. Our determination as to whether to authorize a Conditional Opening will be final and 

binding. 

R. Performance of Agreement. You must satisfy all of the terms and conditions of this Agreement, 

and equip, supply, staff and otherwise make the Hotel ready to open under our Standards. As a 

result of your efforts to comply with the terms and conditions of this Agreement, you will incur 

significant expense and expend substantial time and effort. You acknowledge and agree that we 

will have no liability or obligation to you for any losses, obligations, liabilities or expenses you 

incur if we do not authorize the Hotel to open or if we terminate this Agreement because you have 

not complied with the terms and conditions of this Agreement. 

S. Termination Before the Opening Date. Your failure to satisfy the terms of this Agreement, 

including your failure to begin or complete the Construction Work in accordance with the Plans, 

the Standards and our requirements (including the milestone and completion dates) will constitute 

a material breach of your obligations under this Agreement which, if not cured within the time 

specified in the notice of breach, will entitle us to terminate the Agreement before the Opening 

Date. 

T. Pre-Opening Liquidated Damages. If we terminate this Agreement either: 

1. before you begin the Construction Work, and, within one (1) year after such termination, 

you or any Guarantor (or your or any Guarantor’s Affiliates) then, directly or indirectly: (a) 

enter into a franchise, license and/or management agreement for; and/or (b) begin 

construction or commence operation of a hotel, motel, inn, or similar facility at the Hotel 

Site under a Competing Brand name; or 

2. after you begin the Construction Work, but before the Opening Date (unless failure to 

complete is due solely to Force Majeure) 

then you will be liable to us for Pre-Opening Liquidated Damages equal to Three Thousand Six 

Hundred Dollars ($3,600), multiplied by the number of approved Guest Rooms, (the “Pre- 

Opening Liquidated Damages”). You must pay the entire Pre-Opening Liquidated Damages to 

us in one lump sum upon demand. Since the actual amount of damage to us is difficult to 

determine, the Pre-Opening Liquidated Damages represent liquidated damages for the future 

Monthly Royalty Fees and Monthly Program Fees we will lose as a result of the additional time 

necessary for us to develop an alternative site in the market. You will remain liable for all other 

obligations and claims under the Agreement, including obligations following termination under 

Subparagraphs 5.d., 5.e., and 14.f. and Paragraph 9 of this Agreement. 

U. Termination after Opening of the Hotel. Termination of this Agreement after the opening of the 

Hotel (conditionally or otherwise) is governed by Paragraph 14 of this Agreement. 

(Remainder of page left intentionally blank.) 

{000011-999987 00176786.DOC; 2} 

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Attachment A - 4

EXHIBIT D 


CHANGE OF OWNERSHIP OR RE-LICENSING 

A. Consultation. You or your representative(s) will meet with us to consult and coordinate with the 



B. Renovation Work. The PIP is attached to this Agreement as Exhibit __ and incorporated in this 

Attachment A. You will perform the renovation and/or construction work and purchase the items 

described on the PIP (the “Renovation Work”) on or before the completion date specified in the 

Rider. The Renovation Work will include your purchasing and/or leasing and installing all fixtures, 

equipment, furnishings, furniture, signs, computer terminals and related equipment, supplies and 

other items that would be required of a new System Hotel under the Standards and any other 

equipment, furnishings and supplies as we may require for you to operate the Hotel. You will be 

solely responsible for obtaining all necessary licenses, permits and zoning variances required for 

the Hotel. Before you begin the Renovation Work, you will submit to us copies of all applicable 

permits, licenses and zoning variances, at our request. 

C. Approval of Architect/Engineer/Designer/Contractors. Before you submit Plans and Designs 


and/or interior designer you desire to retain to prepare your Plans and Designs. The Plans and 

Designs will not be approved until we have approved the architect and designer who are to 

prepare the Plans and Designs. Before Renovation Work, you will also submit to us resumes and 

other information we request pertaining to the general contractor and/or any major subcontractors 

for the Renovation Work. Renovation Work will not begin until we have approved the contractors, 

which approval may be conditioned on bonding of the contractors. 

D. Approval of Plans and Designs. On or before the date specified in the Rider for submission of 

the Plans, you must submit to us your Plans for the Renovation Work, including any proposed 

changes to the Hotel’s Designs. We may supply you with representative prototype Guest Room 

and public area plans and schematic building plans as a guide for preparation of the Plans and 

Designs. Renovation Work will not begin unless and until we have approved the Plans and 

Designs. Before we approve the Plans and Designs, we may require you to submit to us the 

existing plans, equipment, layouts, specifications, drawings and designs for the Hotel. Once we 

approve the Plans and Designs, no change may be made to the Plans and Designs without our 

advance consent. In approving the Plans and Designs, we do not warrant the depth of our 

analysis or assume any responsibility for the efficacy of the Plans and Designs or the resulting 

Renovation Work. You will cause the Hotel Renovation Work to be in accordance with this 

Agreement, the approved Plans and Designs, the Standards and the PIP It is solely your 

responsibility to ensure your Plans and Designs comply with our then prevailing Standards and 

with all Applicable Laws. 

You are responsible for making certain that the Hotel and the Renovation Work complies in all 

respects with all Applicable Laws. We and our Affiliates will have the right to, and you will arrange 

for us and our Affiliates to, participate in all progress meetings during the development and 

construction of the Hotel, to have access to all contract and construction documents relating to 

the Hotel, and to have access to the Hotel during reasonable business hours to visit the Hotel and 

observe the Renovation Work. However, neither we nor our Affiliates are obligated to participate 

in progress meetings, or to visit the Hotel and the Renovation Work, and our and our Affiliate’s 

participation and site visits are not to be considered as a representation of the adequacy of the 

construction, the structural integrity, or the sufficiency of mechanical and electrical systems for 

the Hotel. Before we approve your Plans, your architect or other certified professional must certify 

to us that the Plans comply with all Applicable Laws relating to accessibility/ accommodations/ 

facilities for those with disabilities. Within ten (10) days after completion of the Renovation Work, 

your architect, general contractor or other certified professional must provide us with a certificate 

{000011-999987 00176786.DOC; 2} 

March 2011 

Hampton 

Attachment A - 1

EXHIBIT D 

stating that the as-built premises comply with all Applicable Laws relating to 

accessibility/accommodations/ facilities for those with disabilities. 

The Standards, the Manual, and the Plans and Designs may not be used by you or any design or 

construction professional for any hotel project other than the Hotel. 

E. Commencement; Completion. You will begin the Renovation Work on or before the Renovation 

Commencement Date specified in the Rider and will continue the Renovation Work uninterrupted 

until completed, unless delayed by Force Majeure,. Notwithstanding any Force Majeure, or any 

other matter, the Renovation Work must be completed and the Hotel must be furnished, 

equipped, and comply with this Agreement no later than the Renovation Work Completion Date 

specified in the Rider. 

We will have the sole right in our business judgment to determine whether the Renovation Work 

has begun and has been completed in accordance with this Agreement, the approved Plans and 

Designs, the Standards and the PIP. 

F. Site Visits. During the course of Renovation Work, you and your architect, designer, contractors, 

and subcontractors will cooperate fully with us for the purpose of permitting us to visit the Hotel 

and review the progress of the Renovation Work. In addition, you and your contractors, architect 

and designer will supply us with samples of construction materials, supplies, equipment, materials 

and reports as we may request and give our representatives access to the Hotel Site and 

Renovation Work in order to permit us to carry out our site visits. 

G. Progress Reports. You will submit to us upon our request a report showing progress made 

toward fulfilling the terms of this Agreement. 

H. Acquisition of Equipment, Furnishings, and Supplies. You will purchase and/or lease and 


equipment, supplies and other items we require in order to assure that the Renovation Work is 

completed under this Agreement, and, if applicable to open or re-open as a System Hotel. 

I. Cost of Construction and Equipping the Hotel. You will bear the entire cost of the Renovation 

Work, including the cost of the Plans and Designs, professional fees, licenses, permits, 

equipment, furniture, furnishings and supplies. 

J. Limitation of Liability. We will have no liability or obligation with respect to design and 


technical Standards to assist you in completing the Renovation Work. You acknowledge you 






Hotel as complying with these or with governmental requirements or as being safe for guests or 



K. Conditional Authorization. We may conditionally authorize you to continue to operate the Hotel 

as a System Hotel even though you have not fully completed the Renovation Work and otherwise 

complied with the terms of this Agreement. Under certain circumstances, we may suspend 

services to the Hotel (including reservation services) while the Renovation Work is being 

performed by you. 

L. Performance of Agreement. You must satisfy all of the terms and conditions of this Agreement 

and equip, supply, staff and otherwise make the Hotel ready to continue to operate under our 

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Attachment A - 2

EXHIBIT D 

Standards. As a result of your efforts to comply with the terms and conditions of this Agreement, 

you will incur significant expense and expend substantial time and effort. You acknowledge and 

agree that we will have no liability or obligation to you for any losses, obligations, liabilities or 

expenses you incur if we terminate this Agreement because you have not complied with the 

terms and conditions of this Agreement. 


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Attachment A - 3

EXHIBIT D 


CONVERSION 

A. Consultation. You or your representative(s) will meet with us to consult and coordinate with the 



B. Site Control. Before you begin Renovation Work, you must submit to us a copy of the deed or 

lease to the Hotel Site evidencing your legal access to the Hotel Site for the full License Term. 

C. The Renovation Work. The PIP is attached to this Agreement as Exhibit __ and incorporated in 

this Attachment A. You will perform the renovation and/or construction work and purchase the 

items described on the PIP (the “Renovation Work”) on or before the completion date specified 

in the Rider. The Renovation Work will include your purchasing and/or leasing and installing all 

fixtures, equipment, furnishings, furniture, signs, computer terminals and related equipment, 

supplies and other items that would be required of a new System Hotel under the Standards and 

other equipment, furnishings and supplies as we may require for you to operate the Hotel. You 

will be solely responsible for obtaining all necessary licenses, permits and zoning variances 

required for the Hotel. Before you begin the Renovation Work, you will submit to us copies of all 

applicable permits, licenses and zoning variances, at our request. 

D. Approval of Architect/Engineer/Designer/Contractors. Before you submit Plans and Designs 


and the interior designer you desire to retain to prepare your Plans and Designs. The Plans and 

Designs will not be approved until we have approved the architect and designer who are to 

prepare the Plans and Designs. Before Renovation Work, you will also submit to us resumes and 

other information we request pertaining to the engineer, general contractor and/or any major 

subcontractors for the Renovation Work). Renovation Work will not begin until we have approved 

the contractors, which approval may be conditioned on bonding of the contractors. 

E. Approval of Plans and Designs. On or before the date specified in the Rider for submission of 

the Plans, you must submit your Plans for the renovation of the Hotel to us. We may supply you 

with representative prototype Guest Room and public area plans and schematic building plans as 

a guide for preparation of the Plans and Designs. Renovation Work will not begin unless and 

until we have approved the Plans. You must also submit your Designs to us when we instruct 

you to do so. Once we approve the Plans and Designs, no change may be made to the Plans and 

Designs without our advance consent. In approving the Plans and Designs, we do not warrant 

the depth of our analysis or assume any responsibility for the efficacy of the Plans and Designs or 

the resulting Renovation Work. You will cause the Renovation Work to be in accordance with this 

Agreement, the approved Plans and Designs, the Standards and the PIP. It is solely your 

responsibility to ensure your Plans comply with our then prevailing Standards and with all 

Applicable Laws. 

You are solely responsible for making certain that the Hotel and the Renovation Work comply in 

all respects with all Applicable Laws. We and our Affiliates will have the right to, and you will 

arrange for us and our Affiliates to, participate in all progress meetings during the Renovation 

Work, to have access to all contract and construction documents relating to the Hotel and the 

Renovation Work, and to have access to the Hotel during reasonable business hours to visit the 

Hotel and observe its renovation, completion, furnishing and equipping. However, neither we nor 

our Affiliates are obligated to participate in progress meetings, or visit the Hotel, and our and our 

Affiliates’ participation and site visits are not to be considered as a representation of the 

adequacy of the construction, the structural integrity, or the sufficiency of mechanical and 

electrical systems for the Hotel or the Renovation Work. Before we approve your Plans, your 

architect or other certified professional must certify to us that the Plans comply with all Applicable 

Laws relating to accessibility/accommodations/facilities for those with disabilities. Upon 

completion of the Renovation Work and as a condition to our authorization to open of the Hotel, 

{000011-999987 00176786.DOC; 2} 

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Hampton 

Attachment A - 1

EXHIBIT D 

your architect, general contractor or other certified professional must provide us with a certificate 

stating that the as-built premises comply with all Applicable Laws relating to accessibility/ 

accommodations/facilities for those with disabilities. 

The Standards, the Manual, and the approved Plans and Designs may not be used by you or by 

any design or construction professional for any hotel or lodging project other than the Hotel. 

F. Commencement; Completion. You will begin the Renovation Work on or before the Renovation 

Commencement Date specified in the Rider and will continue the Renovation Work uninterrupted 

until completed, unless delayed by Force Majeure. 

Upon our request, you will promptly provide us with evidence that the Renovation Work has 

commenced. Notwithstanding any Force Majeure, or any other matter, the Renovation Work 

must be completed and the Hotel must be furnished, equipped, and comply with this Agreement 

no later than the Renovation Work Completion Date specified in the Rider. 

Your failure to begin the Renovation Work by the Renovation Commencement Date is a material 

breach of this Agreement, unless we extend the Renovation Commencement Date. If you want 

to request an extension of the Renovation Commencement Date, you must submit a written 

request before the Renovation Commencement Date. If we approve the extension, we will set a 

new Renovation Commencement Date and you must pay us a Ten Thousand Dollar ($10,000) 

extension fee. We may condition our approval of an extension on a requirement to update the 

Plans and Designs. 

Your failure to complete the Renovation Work in accordance with this Agreement on or before the 

Renovation Work Completion Date is a material breach of this Agreement, unless we extend that 

date. If you want to request an extension of the Renovation Work Completion Date, you must 

submit a written request before the Renovation Work Completion Date. If we approve the 

extension, we will set a new Renovation Work Completion Date and a Ten Thousand Dollar 

($10,000) extension fee. 

We will have the sole right to determine whether the Renovation Work has begun and been 

completed in accordance with this Agreement, the approved Plans and Designs, the Standards 

and the PIP. 

G. Site Visits. During the course of Renovation Work, you and your architect, designer, contractors, 

and subcontractors will cooperate fully with us for the purpose of permitting us to visit the Hotel 

and review the progress of the Renovation Work. In addition, you and your contractors, architect 

and designer will: (i) supply us with samples of construction materials, supplies, equipment, 

materials and reports as we may request; and (ii) give our representatives access to the Hotel 

Site and Renovation Work in order to permit us to carry out our site visits. 

H. Progress Reports. You will submit to us each month (or more frequently if we so request) a 

report showing progress made toward fulfilling the terms of this Agreement. 

I. Acquisition of Equipment, Furnishings, and Supplies. You will purchase and/or lease and 


equipment, supplies and other items we require in order to assure that the Renovation Work is 

completed under this Agreement and the Hotel is ready to open as a System Hotel. 

J. Cost of Construction and Equipping the Hotel. You will bear the entire cost of the Renovation 

Work, including the cost of the Plans and Designs, professional fees, licenses, permits, 

equipment, furniture, furnishings and supplies. 

K. Insurance During Conversion. In addition to the insurance coverage required under this 

Agreement, during the course of Renovation Work, you will maintain or will cause the general 

{000011-999987 00176786.DOC; 2} 

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Attachment A - 2

EXHIBIT D 

contractor to maintain Builder’s Risk coverage for the replacement value of the Hotel, which 

policies must name us and the Entities as additional insureds. This coverage must be evidenced 

by an original certificate of insurance, submitted to us at least thirty (30) days before you begin 

Renovation Work and thereafter any time before a change is made in the coverage. Before the 

Opening Date, you will submit to us a certificate of insurance evidencing the other types of 

insurance we require under this Agreement. 

L. Limitation of Liability. We will have no liability or obligation with respect to design and 


technical Standards to assist you in completing the Renovation Work. You acknowledge you 






Hotel as complying with these or with governmental requirements or as being safe for guests or 



M. Trademarks. During the Renovation Work, you will have the right, so long as this Agreement is 

in effect to: (i) place a sign on the Hotel Site, at your sole expense, advising the general public 

that a System Hotel is under construction or renovation, which sign will be in accordance with our 

plans and specifications for System Hotels; (ii) advertise and promote the development and 

opening of the Hotel in the media; (iii) purchase, from vendor(s) approved by us, operating 

supplies and equipment bearing the Marks required for the operation of the Hotel; and 

(iv) purchase, from vendor(s) approved by us, and install the permanent Licensed Brand signage 

required for the operation of the Hotel. Once we authorize the Hotel to open (conditionally or 

otherwise) as a System Hotel, you may use the Marks and the System in the operation of the 

Hotel consistent with the terms and conditions of this Agreement. Upon opening, you will stop 

using all other names, symbols, trademarks or trade logos other than those used and associated 

with the System. 

M. Staffing. Before the Opening Date, you will, at your cost, hire a staff to operate the Hotel and 

train that staff, all in accordance with the Standards and such other instructions as we may 

furnish to you. 

O. Opening. The Hotel will be considered open on the Opening Date. You will not open the Hotel 

unless and until you receive our written authorization to do so. We will only authorize the Hotel to 

open when we, in our sole business judgment, are satisfied that: (i) you have complied with all the 

terms and conditions in this Agreement; (ii) your staff has received adequate training and 

instruction; (iii) you have a certificate of occupancy for the Hotel, issued by the licensing authority 

for the jurisdiction where the Hotel is located; and (iv) all fees and charges you owe to us or the 

Entities have been paid. Opening the Hotel before we authorize you to open will constitute 

unauthorized use of our Marks and a material breach of this Agreement. Recognizing the 

difficulty of ascertaining damages for such a breach, you must pay us, as Trademark Liquidated 

Damages, solely for the damage to our Marks, and not as a penalty, Five Thousand Dollars 

($5,000) per day to compensate us for the damage to our Marks. You must also reimburse us for 

our costs, including reasonable attorneys’ fees, expert fees, costs and other expenses of litigation 

incurred in enforcing our rights. These Trademark Liquidated Damages do not limit any other 

remedies we may have, at law or in equity. 

P. Compliance/Investigation. You will give us at least fifteen (15) days advance notice that, in 

your opinion, you have complied with all the terms and conditions of this Agreement and the Hotel 

is ready to open (conditionally or otherwise). We will use reasonable efforts within fifteen (15) 

days after we receive your notice to visit the Hotel and to conduct other investigations as we 

deem necessary to determine whether to authorize the opening (conditional or otherwise) of the 

{000011-999987 00176786.DOC; 2} 

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Attachment A - 3

EXHIBIT D 

Hotel, but we will not be liable for delays or loss occasioned by our inability to complete our 

investigation and to make this determination within the fifteen (15) day period. If you fail to pass 

our initial opening site visit, we may, in our sole business judgment, charge you reasonable fees 

associated with any additional visits. 

Q. Conditional Opening. Notwithstanding Paragraph O above, we may, in our sole business 

judgment, conditionally authorize you to open and operate the Hotel as a System Hotel 

(“Conditional Opening”) even though you have not fully complied with the terms of this 

Agreement, if you are meeting your performance obligations under this Agreement and if you 

agree to fulfill all remaining terms of this Agreement, including any attachment, on or before the 

completion date set forth in the Rider or any extension we approve. Our determination as to 

whether to authorize a Conditional Opening will be final and binding. 

R. Performance of Agreement. You must satisfy all of the terms and conditions of this Agreement 

and equip, supply, staff and otherwise make the Hotel ready to open under our Standards. As a 

result of your efforts to comply with the terms and conditions of this Agreement, you will incur 

significant expense and expend substantial time and effort. You acknowledge and agree that we 

will have no liability or obligation to you for any losses, obligations, liabilities or expenses you 

incur if we do not authorize the Hotel to open or if we terminate this Agreement because you have 

not complied with the terms and conditions of this Agreement. 

S. Termination Before the Opening Date. Your failure to satisfy the terms of this Agreement, 

including your failure to begin or complete the Renovation Work in accordance with the Plans, the 

Standards and our requirements (including the milestone and completion dates) will constitute a 

material breach of your obligations under this Agreement which, if not cured within the time 

specified in the notice of breach, will entitle us to terminate the Agreement before the Opening 

Date. 

T. Pre-Opening Liquidated Damages. If we terminate this Agreement either: 

1. before you begin the Renovation Work, and, within one (1) year after such termination, 

you or any Guarantor (or your or any Guarantor’s Affiliates) then, directly or indirectly: (a) 

enter into a franchise, license and/or management agreement for; and/or (b) begin 

construction or conversion to, or commence operation of, a hotel, motel, inn, or similar 

facility at the Hotel Site under a Competitor brand name; or 

2. after you begin the Renovation Work, but before the Opening Date (unless the failure to 

complete is due solely to Force Majeure) 

then you will be liable to us for Pre-Opening Liquidated Damages equal to Three Thousand Six 

Hundred Dollars ($3,600), multiplied by the number of approved Guest Rooms (the “Pre- 

Opening Liquidated Damages”). You must pay the entire Pre-Opening Liquidated Damages to 

us in one lump sum upon demand. Since the actual amount of damage to us is difficult to 

determine, the Pre-Opening Liquidated Damages represent liquidated damages for the future 

Monthly Royalty Fees and Monthly Program Fees we will lose as a result of the additional time 

necessary for us to develop an alternative site in the market. You will remain liable for all other 

obligations and claims under the Agreement, including obligations following termination under 

Subparagraphs 5.d., 5.e., and 14.f. and Paragraph 9 of this Agreement. 

U. Termination after Opening of the Hotel. Termination of this Agreement after the opening of the 

Hotel (conditionally or otherwise) is governed by Paragraph 14 of this Agreement. 


{000011-999987 00176786.DOC; 2} 

March 2011 

Hampton 

Attachment A - 4

EXHIBIT D 

ATTACHMENT B – 

RIDER TO FRANCHISE LICENSE AGREEMENT 

Effective Date: 

Licensor Name: 

Licensed Brand: 

[INSERT DATE OF APPLICATION APPROVAL OR DATE 

THE CHANGE OF OWNERSHIP OR RELICENSING 

OCCURS] 

HAMPTON INNS FRANCHISE LLC, a Delaware limited 

liability company 

Hampton Inn (excluding Hampton Inn & Suites and any 

other brands or product lines containing “Hampton” in 

the name) 

Hampton Inn & Suites (excluding Hampton Inn and any 

other brands or product lines containing “Hampton” in 

the name) 

Initial Approved Hotel Name (Trade 

Name): 

Principal Mark in Licensed Brand: 

Hampton 

Licensee Name and Address (Attn: 

Principal Legal Correspondent): 

Address of Hotel: 

Initial Number of Approved Guest 

Rooms: 

Plans Submission Dates: 

Preliminary Plans: 

Design Development (50%) 

Plans and Specifications: 

Final (100%) Plans and 

Specifications: 

Construction Commencement Date: 

Construction Work Completion Date: 

[Due four (4) months from the Effective Date] 

[Due eight (8) months from the Effective Date] 

[Due twelve (12) months from the Effective Date] 

[Due fifteen (15) months from the Effective Date] 

[Due twenty-seven (27) months from the Effective Date] 

Renovation Commencement Date: 

Renovation Work Completion Date: 

You agree that the [Construction] [Renovation] Commencement Date and [Construction] [Renovation] 

Work Completion Date may be extended by written notice from us in our business judgment. 

{000011-999987 00176786.DOC; 2} 

March 2011 

Hampton 

Attachment B - 1

EXHIBIT D 

Expiration of License Term: 

[New Construction – [at month end twenty-two (22) years from Effective Date] 

[Conversions - ten (10) to twenty (20) years from [Opening] [Effective Date] or such other License 

Term we may approve] 

[Change of Ownership - Remaining License Term under the existing franchise license agreement 

or such other License Term we may approve] 

Monthly Program Fee: Four percent (4%) of the Hotel’s Gross Rooms Revenue for the preceding 

calendar month. 

Monthly Royalty Fee: Six percent (6%) of the Hotel’s Gross Rooms Revenue for the preceding 

calendar month. 

FOR EXISTING FRANCHISEES UNDER A HAMPTON INN/HAMPTON INN & SUITES FRANCHISE 

LICENSE AGREEMENT EXECUTED BEFORE APRIL 1, 2005 (A “PRE-APRIL 2005 LICENSE”) WHO 

ENTER INTO A RELICENSING THAT IMMEDIATELY REPLACES THE PRE-APRIL 2005 LICENSE, 

WHERE THE RELICENSING DOES NOT INVOLVE A CHANGE OF OWNERSHIP EVENT, DELETE 

THE MONTHLY ROYALTY FEE PROVISIONS ABOVE AND INSERT THE APPLICABLE 

PARAGRAPH BELOW: 

Monthly Royalty Fee: The standard Monthly Royalty Fee is five percent (5%) of Gross Rooms Revenue. 

You will pay four percent (4%) of the Hotel’s Gross Rooms Revenue for the preceding calendar month, 

until and including [insert date that is the day before the twenty-fifth (25 th ) anniversary of the date the 

Hotel first began operating as a System Hotel], increasing to six percent (6%) of the Hotel’s Gross Rooms 

Revenue after such date for the remainder of the License Term. 

Additional Requirements/Special Provisions [Paragraph #]: 

 

[ADD ONLY IF APPLICABLE: 

Restricted Area Provision 

Notwithstanding the provisions of Paragraph 2 of this Agreement, from the Effective Date 

until midnight on the day before the ____ anniversary of the [Effective Date i.e. ________, 20__] 

[Opening Date, but in no event later than _________ 20__[NOTE: DATE SHOULD BE 

CONSTRUCTION OR RENOVATION WORK COMPLETION DEADLINE DATE PLUS # OF YEARS 

IN THE RESTRICTIVE PERIOD]] (the “Restrictive Period”), neither we nor any of the Entities will 

open, or allow to open, a hotel or motel under the Licensed Brand, as such name may be changed by 

us from time to time, within the Restricted Area (described below). This restriction does not apply to 

any hotel or motel that is currently open or under construction or has been approved for development 

or opening as a Licensed Brand hotel as of the Effective Date (“Existing Hotel”). The term Existing 

Hotel also includes any hotel located or to be located within the Restrictive Area that replaces such 

Existing Hotel under the Licensed Brand. 

The restrictions also do not apply to: (1) any hotel(s) or motel(s) under brands other than the 

Licensed Brand; (2) any hotel(s) or motel(s) that will not begin operating under the Licensed Brand 

until after the expiration of the Restrictive Period; (3) any gaming-oriented hotels or facilities using the 

Licensed Brand; (4) any shared ownership properties (commonly known as “vacation ownership” or 

“time share ownership” or similar real estate properties) under the Licensed Brand; and (5) any 

hotel(s), motel(s), or inn(s) that are part of a chain or group of four (4) or more hotels, motels, or inns 

that we or the Entities, as a result of a single transaction or group of related transactions, own, 

operate, acquire, lease, manage, franchise, license, or join through a merger, acquisition or marketing 

agreement (or otherwise), whether under their existing name or the Licensed Brand name or any 

other name. 

{000011-999987 00176786.DOC; 2} 

March 2011 

Hampton 

Attachment B - 2

EXHIBIT D 

Restricted Area as used in this provision means the area located within the following 

boundaries: 

[BOUNDARIES TO BE DETERMINED BY LICENSOR]] 

[FOR CONVERSION ONLY: 

Existing Third-Party Agreement. You acknowledge and agree that (i) your right to operate the Hotel 

under the Licensed Brand will not become effective until after the existing third-party franchise (or 

similar) agreement for this Hotel, if any, has terminated or expired and (ii) you are solely responsible 

for ensuring that any such agreement has terminated or expired on or before the Opening Date. 

[FOR RE-LICENSING ONLY: 

Amendment and Restatement. This Agreement hereby replaces that certain franchise license 

agreement dated as of [DATE] [along with any applicable amendments, addenda, riders, 

supplemental agreements and assignments] (collectively, the “Original License Agreement”) by and 

between us (or our Affiliate) and you (or your Affiliate) with respect to the Hotel. Upon execution of 

this Agreement by the parties, the Original License Agreement will be superseded and have no 

further force or effect as of the Effective Date of this Agreement except for those provisions expressly 

intended to survive its termination or expiration. To the extent that there are outstanding obligations to 

us or the Entities under the Original License Agreement, you acknowledge and agree that you are 

directly responsible, jointly and severally, for all such obligations under the Original License 

Agreement existing at or accruing after the execution of this Agreement. 

[FOR COO OR RE-LICENSING IF HOTEL IS ALREADY OPERATING UNDER THE LICENSED 

BRAND: 

All references in this Agreement to the “Opening Date” will mean the “Effective Date.” 

Your Ownership Structure: 

See Attached Schedule 1 

[TO BE ADDED IF LICENSEE’S AFFILIATE IS THE FEE TITLE OWNER, LESSOR OR SUBLESSOR 

OF THE HOTEL OR THE HOTEL SITE: 

Ownership Structure of Affiliate Fee Owner or Lessor/Sublessor of the Hotel or Hotel Site: 

See Attached Schedule 2 

{000011-999987 00176786.DOC; 2} 

March 2011 

Hampton 

Attachment B - 3

EXHIBIT D 

IN WITNESS WHEREOF, the parties have executed this Agreement, which has been entered into and is 

effective as of the Effective Date set forth above. 

LICENSEE: 

[INSERT LICENSEE ENTITY], 

a [INSERT TYPE OF ENTITY] 

LICENSOR: 

HAMPTON INNS FRANCHISE LLC, 

a Delaware limited liability company 

By: 

By: 

Name: 

Title: 

Name: 

Authorized Signatory 

Executed on: 

Executed on: 

{000011-999987 00176786.DOC; 2} 

March 2011 

Hampton 

Attachment B - 4

EXHIBIT D 

SCHEDULE 1 

Your Ownership Structure: 

Name (Shareholder, Partner, 

Member, and Manager) 

Nature of Ownership Interest 

% Interest 

{000011-999987 00176786.DOC; 2} 

March 2011 

Hampton

EXHIBIT D 

SCHEDULE 2 

Ownership Structure of Affiliate Fee Owner or Lessor/Sublessor of the Hotel or Hotel Site: 

Name (Shareholder, Partner, 

Member, and Manager) 

Nature of Ownership Interest 

% Interest 

{000011-999987 00176786.DOC; 2} 

March 2011 

Hampton

EXHIBIT D 

[INSERT ADDITIONAL TEXT HERE: I.E. STATE ADDENDA, RAB, PIP] 

{000011-999987 00176786.DOC; 2} 

March 2011 

Hampton

EXHIBIT D 

ILLINOIS ADDENDUM TO FRANCHISE LICENSE AGREEMENT 

1. The second sentence of Paragraph 16.b. of the Franchise License Agreement is amended to read as 

follows: 

“For this reason, we each agree that except to the extent governed by the United States Trademark Act 

of 1946 (Lanham Act; 15 U.S.C. 1050 et seq.), as amended, this Agreement will be construed in 

accordance with, and all disputes between us (whether in contract, tort, or otherwise) arising out of or 

related to this Agreement, any breach of this Agreement, or the relationship between us, will be 

governed by the laws of the State of New York, except as otherwise required by the Illinois Franchise 

Disclosure Act, without recourse to New York (or any other) choice of law or conflicts of law principles.” 

2. The provisions of the Franchise License Agreement and all other agreements concerning governing 

law, jurisdiction, venue, choice of law and waiver of jury trials shall not constitute a waiver of any right 

conferred upon Licensee by the Illinois Franchise Disclosure Act. The Illinois Franchise Disclosure Act 

will govern the Franchise License Agreement with respect to Illinois licensees and any other person 

under the jurisdiction of the Illinois Franchise Disclosure Act. 

3. Section 41 of the Illinois Franchise Disclosure Act states that "any condition, stipulation, or provision 

purporting to bind any person acquiring any franchise to waive compliance with any provision of this Act 

is void". 

LICENSEE: 



By: 

Name: 

Title: 

Executed on: 

LICENSOR: 



By: 

Name: 

Title: 

{000011-999987 00177045.DOC; 2} 

March 2011

EXHIBIT D 

MARYLAND ADDENDUM TO FRANCHISE LICENSE AGREEMENT 

1. The general release language contained in the Franchise License Agreement shall not relieve the 

Licensor or any other person, directly or indirectly, from liability under the Maryland Franchise 

Registration and Disclosure Law. 

2. The laws of the State of Maryland may supersede the Franchise License Agreement, including the 

areas of termination and renewal of the Franchise. 

3. A franchisee may sue in Maryland for claims arising under the Maryland Franchise Registration and 

Disclosure Law. Any claims arising under the Maryland Franchise Registration and Disclosure Laws 

must be brought within three years after the grant of the Franchise. 

4. The following sentence is added at the end of Section 16.d. of the Franchise License Agreement (Entire 

Agreement/Amendment/Waiver): 

“This waiver is not intended to act nor will it act as a release, estoppel, or waiver of any liability incurred 

under the Maryland Franchise Registration and Disclosure Law. 

LICENSEE: 



By: 

Name: 

Title: 

Executed on: 

LICENSOR: 



By: 

Name: 

Title: 

{000011-999987 00177045.DOC; 2} 

March 2011

EXHIBIT D 

MINNESOTA ADDENDUM TO FRANCHISE LICENSE AGREEMENT 

1. Minnesota law provides franchisees with certain termination and non-renewal rights. Minnesota 

Statutes, Section 80C.14, subdivisions 3, 4, and 5 require, except in certain specified cases, that 

franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice for nonrenewal 

of the franchise agreement. 

2. Licensor shall indemnify Licensee against liability to third parties resulting from claims by third parties 

that the Licensee's use of the trademarks of Licensor infringes trademark rights of the third party. 

Licensor does not indemnify Licensee against the consequences of Licensee's use of Licensor’s 

trademarks except in accordance with the requirements of the Franchise License Agreement, and, as a 

condition to indemnification, Licensee must provide notice to Licensor of any such claim and tender the 

defense of the claim to Licensor within ten (10) days after the claim is asserted. If Licensor accepts the 

tender of defense, Licensor has the right to manage the defense of the claim, including the right to 

compromise, settle or otherwise resolve the claim, and to determine whether to appeal a final 

determination of the claim. 

3. The second sentence of Paragraph 16.b. of the Franchise License Agreement is amended to read as 

follows: 

“For this reason, we each agree that except to the extent governed by the United States Trademark Act 

of 1946 (Lanham Act; 15 U.S.C. 1050 et seq.), as amended, this Agreement will be construed in 

accordance with, and all disputes between us (whether in contract, tort, or otherwise) arising out of or 

related to this Agreement, any breach of this Agreement, or the relationship between us, will be 

governed by the laws of the State of New York, without recourse to New York (or any other) choice of 

law or conflicts of law principles; provided, however, that this Section shall not in any way abrogate or 

reduce any rights of the Licensee as provided for in Minnesota Statutes 1984, Chapter 80C, including 

the right to submit matters to the jurisdiction of the courts of Minnesota.” 

4. The following language will appear at the end of Paragraph 16.b. of the Franchise License Agreement: 

“Minnesota Statutes, Sections 80C.21 and Minnesota Rule 2860.4400J prohibit the Licensor from 

requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring the 

Licensee to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing 

in the Franchise Disclosure Document or agreement can abrogate or reduce any of Licensee’s rights as 

provided for in Minnesota Statutes, Chapter 80C, or Licensee’s rights to any procedure, forum or 

remedies provided for by the laws of the jurisdiction.” 

5. Section 14.d. of the Franchise License Agreement is hereby deleted in its entirety and replaced with the 

following: 

d. Damages Upon Termination By Us. If we terminate the Agreement under Subparagraphs 14.a. 

or 14.b. above, you acknowledge your default will cause substantial damage to us. You therefore agree 

that if we terminate this Agreement, the termination will not be our sole remedy, and you will also be 

liable to us for all damages and losses we have suffered arising from the early termination of this 

Agreement to the same extent as if you had improperly terminated the Agreement. You also agree that 

you will remain liable for all other obligations and claims under this Agreement, including obligations 

following termination under Subparagraphs 14.f., 5.e., 8.c. and Paragraph 9 and other damages 

suffered by us arising out of your breach or default. 

6. Minn. Rule 2860-4400J prohibits waiver of a jury trial. Section 17 of the Franchise License Agreement 

is deleted in its entirety. 

LICENSEE: 



By: 

Name: 

Title: 

Executed on: 

LICENSOR: 



By: 

Name: 

Title: 

{000011-999987 00177045.DOC; 2} 

March 2011

EXHIBIT D 

NEW YORK ADDENDUM TO FRANCHISE LICENSE AGREEMENT 

Notwithstanding anything to the contrary set forth in the Franchise Disclosure Document or Franchise License 

Agreement, the following provisions will supersede and apply to all franchises offered and sold under the laws of 

the State of New York: 

1. No release language set forth in the Franchise License Agreement will relieve the Licensor or any other 

person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of 

New York. 

2. The requirements of Section 5.e. of the Franchise License Agreement that you consent to the entry of 

an injunction are modified in the State of New York to provide only that you consent to the seeking of 

such an injunction. 

LICENSEE: 



By: 

Name: 

Title: 

Executed on: 

LICENSOR: 



By: 

Name: 

Title: 

{000011-999987 00177045.DOC; 2} 

March 2011

EXHIBIT D 

NORTH DAKOTA ADDENDUM TO FRANCHISE LICENSE AGREEMENT 

Notwithstanding anything to the contrary set forth in the Franchise License Agreement, the following 

provisions shall supersede and apply to all franchises offered and sold in the State of North Dakota: 

1. The laws of the State of North Dakota supersede any provisions of the Franchise License Agreement, the 

other agreements or New York law if such provisions are in conflict with North Dakota law. The Franchise 

License Agreement will be governed by North Dakota law, rather than New York law, as stated in Section 

16.b. of the Franchise License Agreement. 

2. Any provision in the Franchise License Agreement which designates jurisdiction or venue or requires 

the Licensee to agree to jurisdiction or venue, in a forum outside of North Dakota, is deleted from the 

Franchise License Agreement. 

3. Section 14.d. of the Franchise License Agreement is hereby deleted in its entirety, and replaced by the 

following: 

d. Damages Upon Termination By Us. If we terminate the Agreement under Subparagraphs 14.a. 

or 14.b. above, you acknowledge your default will cause substantial damage to us. You therefore agree 

that if we terminate this Agreement, the termination will not be our sole remedy, and you will also be 

liable to us for all damages and losses we have suffered arising from the early termination of this 

Agreement to the same extent as if you had improperly terminated the Agreement. You also agree that 

you will remain liable for all other obligations and claims under this Agreement, including obligations 

following termination under Subparagraphs 14.f., 5.e., 8.c. and Paragraph 9 and other damages 

suffered by us arising out of your breach or default. 

4. Any provision in the Franchise License Agreement which requires you to waive your right to a trial by 

jury is deleted from the Franchise License Agreement. 

5. No release language set forth in the Franchise License Agreement will relieve the Licensor or any other 

person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of 

North Dakota. 

LICENSEE: 



By: 

Name: 

Title: 

Executed on: 

LICENSOR: 



By: 

Name: 

Title: 

{000011-999987 00177045.DOC; 2} 

March 2011

EXHIBIT D 

RHODE ISLAND ADDENDUM TO FRANCHISE LICENSE AGREEMENT 

Notwithstanding anything to the contrary set forth in the Franchise License Agreement, the following 

provisions shall supersede and apply to all Franchise License Agreements offered and sold in the State of 

Rhode Island: 

1. Any provision in the Franchise License Agreement which designates the governing law as that of any 

state other than the State of Rhode Island is deleted from Franchise Agreements issued in the State of 

Rhode Island. 

2. Section 19-28.1.-14 of the Rhode Island Franchise Investment Act, as amended by laws of 1993, 

provides that "a provision in a franchise agreement restricting jurisdiction or venue to a forum outside 

this state or requiring the application of the laws of another state is void with respect to a claim 

otherwise enforceable under this Act." 

LICENSEE: 



By: 

Name: 

Title: 

Executed on: 

LICENSOR: 



By: 

Name: 

Title: 

{000011-999987 00177045.DOC; 2} 

March 2011

EXHIBIT D 

WASHINGTON ADDENDUM TO FRANCHISE LICENSE AGREEMENT 

1. If any of the provisions in the Franchise Disclosure Document or Franchise License Agreement are 

inconsistent with the relationship provisions of RCW 19.100.180 or other requirements of the 

Washington Franchise Investment Protection Act (the “Act”) (including areas of termination and 

renewal of your franchise), the provisions of the Act will prevail over the inconsistent provisions of the 

Franchise Disclosure Document or Franchise License Agreement with regard to any franchise sold in 

Washington. 

2. A release or waiver of rights executed by a Franchisee will not include rights under the Act except 

when executed pursuant to a negotiated settlement after the Franchise License Agreement is in 

effect and where the parties are represented by independent counsel. Provisions such as those 

which unreasonably restrict or limit the statute of limitations period for claims under the Act, and 

rights or remedies under the Act such as a right to a jury trial, may not be enforceable. 

3. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection 

Act, Chapter 19.100 RCW shall prevail. 

4. Transfer fees are collectable to the extent that they reflect the Licensor's reasonable estimated or 

actual costs in effecting a transfer. 

LICENSEE: 



By: 

Name: 

Title: 

Executed on: 

LICENSOR: 



By: 

Name: 

Title: 

{000011-999987 00177045.DOC; 2} 

March 2011

EXHIBIT D-1

DEVELOPMENT INCENTIVE NOTE 

$___________________ 

McLean, Virginia 

Date: _______________ 

FOR VALUE RECEIVED, the undersigned ("Maker") promises to pay to the order of 

_________________________________, a Delaware limited liability company ("Holder"), the 

principal sum of ($________________) which amount shall bear no interest unless Maker 

defaults or this Note is accelerated. The principal amount will be disbursed by Holder to Maker, 

and Maker will become subject to the obligation to repay or discharge this Note, when and if 

Maker opens the Hotel in accordance with the Franchise License Agreement, as described below. 

On each anniversary of the Hotel's Opening Date, one-twentieth of the original principal amount 

will be forgiven without payment. Maker's obligation to repay the principal of this Note will 

cease and this Note will be canceled and discharged when the principal is completely forgiven. If 

this Note is accelerated and is not paid within ten (10) days after it is due, the outstanding 

principal balance shall bear simple interest at a rate equal to the lesser of eighteen percent (18%) 

per annum or the highest rate allowed by applicable law from its due date until paid. The 

outstanding principal balance of this Note shall be payable in lawful money of the United States 

of America at 7930 Jones Branch Dr., Suite 1100, Mclean, VA 22102, ATTN: General Counsel, 

or at such other place as Holder may direct by written notice to Maker, if a Termination of the 

Franchise License Agreement between Maker and Holder occurs for any reason or a Transfer 

occurs and the transferee does not assume Maker's obligation under this Note in a writing 

acceptable to Holder prior to the closing of the Transfer. If such Termination or Transfer occurs, 

the outstanding, unamortized principal balance of this Note shall be immediately due and 

payable without further notice, demand or presentment. Any payments shall be first applied to 

any accrued interest and then to principal. Maker has the right to prepay this Note, in whole or in 

part, at any time, without premium or penalty. Prepayments of principal will be applied without 

notation on this Note. 

This Note is issued pursuant to the Franchise License Agreement between Holder and Maker for 

the operation of a ____________ Hotel (the "Hotel") to be located at 

_____________________________. All terms not defined herein shall have the same definition 

as in the Franchise License Agreement. If the Franchise License Agreement terminates before 

the Hotel opens and Holder does not disburse the Development Incentive to Maker, then this 

Note will be deemed discharged and neither party will have any further obligation to the other 

under this instrument. Maker's obligation to pay this Note shall be absolute and unconditional, 

and all payments shall be made without setoff, deduction, offset, recoupment or counterclaim. 

If this Note is collected by or through an attorney at law, the Holder shall be entitled to collect 

reasonable attorney's fees and all costs of collection. This Note is issued in and shall be governed 

and construed according to the laws of the State of New York (without the application of conflict 

of laws principles). Each maker, endorser, guarantor or accommodation party liable for this Note 

waives presentment, demand, notice of demand, protest, notice of non-payment, notice of 

{000011-999987 00177488.DOCX; 2} 

March 2011

protest, notice of dishonor and diligence in collection. Holder reserves the right to modify the 

terms of this instrument, grant extensions, renewals, releases, discharges, compositions and 

compromises with any party liable on this Note, with or without notice to or the consent of, or 

discharging or affecting the obligations of any other party liable under this instrument. The 

terms "Holder" and "Maker" shall be deemed to include their respective heirs, successors, legal 

representatives and assigns, whether by voluntary action of the parties or by operation of law. All 

references to "Maker" shall mean and include the named Maker and all co-makers, guarantors, 

sureties and accommodation parties signing or endorsing this Note. 

IN WITNESS WHEREOF, the undersigned have executed this instrument effective on the date 

hereof. 

Maker 

Witness 

_________________________________ 

Co-Maker 

______________________________________ 

Witness 

_________________________________ 

Co-Maker 

______________________________________ 

Witness 

_________________________________ 

______________________________________ 

{000011-999987 00177488.DOCX; 2} 

March 2011

EXHIBIT E

EXHIBIT E 

GUARANTEE OF FRANCHISE LICENSE AGREEMENT 

[Hotel Name] 

THIS DOCUMENT AFFECTS AND WAIVES IMPORTANT RIGHTS OF THE PERSONS AND ENTITIES 

SIGNING IT. 

THIS GUARANTEE OF FRANCHISE LICENSE AGREEMENT (the “Guarantee”) is made by 

[Name of Guarantor]__________, a _________ (together with its successors and permitted assigns, the 

“Guarantor”), as of the ____ day of _____, _____, in connection with that certain Franchise License 

Agreement having an Effective Date of ________, ________ (referred to herein collectively, along with all 

applicable amendments, addenda, riders, supplemental agreements and assignments as the “License 

Agreement”), by and between [Name of Licensor]_______________________________, a Delaware 

limited liability company (together with its successors and permitted assigns, “Licensor”) and [Name of 

Licensee]_______________, a ___________ (together with its successors and permitted assigns, 

“Licensee”) covering that certain [name of hotel] located or to be located at __________, 

______________, _____________ (the “Hotel”). 

OPTION 1: 

WHEREAS, Guarantor has represented that it owns all right, title and interest in the real property 

and improvements comprising (or that will comprise) the Hotel; 

OR 

OPTION 2: 

WHEREAS, Guarantor has represented that [Licensee] [Guarantor] has entered into a [NAME OF 

THE AGREEMENT], dated as of [DATE] to acquire [all right, title and interest][a long-term ground 

leasehold interest] in the real property and improvements comprising (or that will comprise) the Hotel; 

WHEREAS, Guarantor has represented that it has a direct or indirect controlling ownership 

interest in, or is an affiliate of, Licensee; 

WHEREAS, Licensor would not have entered into the License Agreement absent Guarantor’s 

commitment to deliver this Guarantee; and 

WHEREAS, Guarantor acknowledges that it will receive considerable benefits as a result of 

Licensee holding the license pursuant to the License Agreement. 

NOW, THEREFORE, for good and valuable consideration, including but not limited to the 

execution of the License Agreement by Licensor, the undersigned hereby unconditionally and irrevocably 

guarantees the following: (i) the full and prompt payment of all sums owed by Licensee to Licensor, and 

to Licensor’s affiliates, under the License Agreement at the times and according to the terms expressed 

therein, including, but not limited to, all fees and charges, interest, default interest, and other costs and 

fees (including, without limitation, attorneys’ fees in connection with enforcement of the License 

Agreement); and (ii) the performance of all other obligations of Licensee arising under the License 

Agreement (Items (i) and (ii) are hereinafter collectively referred to as the “Obligations”). 

By signing this Guarantee, Guarantor also agrees that: 

1. Guarantee of Payment and Performance. Guarantor’s liability under this Guarantee is 

a guarantee of payment and performance of the License Agreement and not of collectibility. Guarantor’s 

liability hereunder will continue until all Obligations under the License Agreement have been satisfied in 

full and will not be limited or affected in any way by transfer of the Hotel or any disability of Licensee. 

Guarantor further agrees that should Licensee cease to exist or become unable to perform its obligations 

under the License Agreement, Guarantor will, at Licensor’s sole election and subject to Licensor’s then- 

{000011-002419 00176680.DOC; 2} 

March 2011 

1

EXHIBIT E 

current requirements for licensees, be deemed Licensee under the License Agreement and will perform 

all obligations of Licensee existing or accruing thereunder. 

Upon default under the License Agreement by Licensee and notice of such default from Licensor 

to Guarantor, Guarantor will immediately make each payment and perform each obligation required by 

Licensee under the License Agreement, without any requirement that Licensor first send a notice of 

default to Licensee under the License Agreement, and Guarantor hereby waives any and all rights it may 

otherwise have under statutory or common law relating to any notice requirements thereunder. 

2. Waivers of Certain Rights and Defenses. This Guarantee is absolute and 

unconditional. Guarantor hereby waives the rights or benefits otherwise provided to sureties or 

guarantors under any state or federal law, except as provided in this Guarantee. This waiver is expressly 

intended to waive any and all benefits and defenses under California Civil Code (“CC”) Sections 2819, 

2845, 2849, and 2850 and any benefits or defenses available under the laws of any other state that may 

be deemed to be applicable to this Guarantee, including, without limitation, the right to require Licensor to 

(i) obtain Guarantor’s consent to any modification of the License Agreement or any other agreement 

between Licensor and any party other than Guarantor, (ii) proceed against any collateral that may be 

given for any of the Obligations, or (iii) pursue any other right or remedy for Guarantor’s benefit, and 

agrees that Licensor may proceed against Guarantor for the Obligations guaranteed herein without taking 

any action against Licensee or any other guarantor or pledgor. Guarantor agrees that Licensor may 

unqualifiedly exercise, in its sole discretion, any or all rights and remedies available to it against Licensee 

or any other guarantor or pledgor without impairing Licensor’s’ rights and remedies in enforcing this 

Guarantee, under which Guarantor’s liabilities will remain independent and unconditional. Guarantor 

acknowledges that Licensor’s exercise of certain of such rights or remedies may affect, or eliminate 

Guarantor’s right of subrogation or recovery against Licensee and that Guarantor may incur a partially or 

totally nonreimbursable liability under this Guarantee. 

3. Additional Waivers. No failure or delay on Licensor’s part in exercising any power or 

privilege hereunder will impair any such power, right, or privilege or be construed as a waiver thereof or 

acquiescence therein. 

4. Guarantee Made With Full Knowledge. Guarantor has had the opportunity to review 

the matters discussed and contemplated by the License Agreement, including the remedies Licensor may 

pursue against Licensee in the event of a default under the License Agreement and Licensee’s financial 

condition and ability to perform under the License Agreement. Guarantor further agrees to keep Licensor 

fully informed on all aspects of Licensee’s financial condition and the performance of Licensee’s 

obligations to Licensor and that Licensor has no duty to disclose to Guarantor any information pertaining 

to Licensee or to notify Guarantor of Licensee’s default under the License Agreement. 

5. Guarantee Continues if Payments Are Avoided or Recovered from Licensor. If all 

or any portion of the Obligations guaranteed hereunder are paid or performed, Guarantor’s obligations 

hereunder will continue and remain in full force and effect if all or any part of such payment or 

performance is avoided or recovered directly or indirectly from Licensor as a preference, fraudulent 

transfer or otherwise, irrespective of any notice of revocation given by Guarantor prior to such avoidance 

or recovery. 

6. Information Requests. Upon Licensor’s’ request, Guarantor will promptly deliver to 

Licensor complete and current financial statements and tax returns and such other financial information 

about Guarantor as Licensor may reasonably request. Upon Licensor’s request, Guarantor further 

agrees to promptly provide all information that Licensor reasonably requests about Guarantor, including 

its beneficial owners, officers, directors, shareholders, partners or members. The information requested 

may include, but not necessarily be limited to, financial condition, credit information, personal and family 

background, business background, litigation, indictments, criminal proceedings and the like. 

7. Changes, Waivers, Revocations, and Amendments in Writing. No terms or 

provisions of this Guarantee may be changed, waived, revoked, or amended without Licensor’s prior 

written consent. Should any provision of this Guarantee be determined by a court of competent 

{000011-002419 00176680.DOC; 2} 

March 2011 

2

EXHIBIT E 

jurisdiction to be unenforceable, all of the other provisions will remain effective. This Guarantee 

embodies the entire agreement among the parties hereto with respect to the matters set forth herein and 

supersedes all prior agreements among the parties with respect to the matters set forth herein. No 

course of prior dealing among the parties, no usage of trade, and no parol or extrinsic evidence of any 

nature will be used to supplement, modify, or vary any of the terms hereof. There are no conditions to the 

full effectiveness of this Guarantee. Notwithstanding the foregoing, Licensor is willing to enter into its 

then-current standard form termination of guarantee agreement in order to release the Guarantor from 

future obligations under this Guarantee upon the following conditions: (i) Licensor receives evidence that 

Licensee owns fee simple title to the real property on which the Hotel will be sited (i.e., a conformed copy 

of the deed submitted for recording or like document bearing recording information) or that the Licensee 

is a tenant under a long-term ground lease with an unrelated third party ground lessor in an arms length 

transaction for a term equal to, or longer than, the term of the License Agreement, (ii) Licensor receives a 

written request by Guarantor to enter into Licensor’s standard form termination of guarantee agreement, 

and (iii) Licensee has not been in default at any time twenty-four (24) months prior to the date of 

Guarantor’s request for termination of this Guarantee; and (iv) Licensee, at the time of Guarantor’s 

request to terminate this Guarantee, is in good standing under the License Agreement. 

8. Other Guarantees. This Guarantee is in addition to the guarantees of any other 

guarantors and any and all of Guarantor’s other guarantees of Licensee’s liabilities to Licensor. This 

Guarantee will in no way limit or lessen any other liability, howsoever arising, Guarantor may have for the 

payment of any other obligation of Licensee to Licensor. 

9. Representations and Warranties. The following representations and warranties will be 

continuing representations and warranties so long as any Obligations remain unpaid or unperformed: 

(a) Guarantor has the requisite power to execute, deliver, and perform the terms and 

provisions of this Guarantee and has taken all necessary [corporate/partnership/company] actions to 

authorize the execution, delivery and performance by it of this Guarantee. This Guarantee is a valid, 

binding, and legally enforceable obligation of Guarantor in accordance with its terms. 

(b) The execution and delivery of this Guarantee are not, and the performance of 

this Guarantee will not be, in contravention of, or in conflict with, any agreement, indenture, or 

undertaking to which Guarantor is a party or by which it or any of its property is or may be bound or 

affected. 

(c) [Guarantor owns all right, title and interest in the real property and improvements 

comprising (or that will comprise) the Hotel.] OR [[Either Guarantor or Licensee, will, upon closing of the 

[NAME OF AGREEMENT FROM FIRST RECITAL] own [all rights, title, and interest][a long-term ground 

leasehold interest] in and to the real property and improvements comprising (or that will comprise) the 

Hotel.] 

Licensee. 

(d) 

Guarantor has a direct or indirect controlling interest in, or is an affiliate of, 

10. Additional Provisions. 

(a) If there is more than one Guarantor named herein, any reference to Guarantor 

will mean any one and all of them and the singular will include the plural. All obligations of each such 

Guarantor to Licensor of whatever nature are hereby jointly and severally guaranteed by each Guarantor. 

(b) Each Guarantor hereby jointly and severally holds harmless, and agrees to 

defend, protect, and indemnify Licensor from any actions, causes of action, liabilities, damages, losses, 

and fees (including attorneys’ fees) and all other claims of every nature which may arise as a result of any 

dispute between or among any of Guarantor and any other persons or entities. 

(c) Licensor may assign this Guarantee without in any way affecting Guarantor’s 

liability. Licensor will endeavor to give Guarantor notice of such assignment, but the failure to do so will 

{000011-002419 00176680.DOC; 2} 

March 2011 

3

EXHIBIT E 

not affect Guarantor’s liability. This Guarantee will inure to the benefit of Licensor and its successors and 

assigns and will bind Guarantor and Guarantor’s heirs, executors, administrators, successors, and 

assigns. 

(d) Notices under this Agreement must be in writing and must be delivered in 

person, by prepaid overnight commercial delivery service, or by prepaid overnight mail, registered or 

certified, with return-receipt requested, addressed as follows: Notices to us must be sent to us at 7930 

Jones Branch Drive, Suite 1100, McLean, VA 22102, ATTN: General Counsel. We will send notices to 

your address set forth in this Guarantee (but in no event to a P.O. Box). If you want to change the name 

or address for Notice to you, you must do so in writing, signed by you or your duly authorized 

representative, in compliance with this paragraph. Notice will be deemed effective upon the earlier of: (i) 

receipt or first refusal of delivery; (ii) one day after posting if sent via overnight commercial delivery 

service or overnight United States Mail; or (iii) three days after placement in the United States mail if 

overnight delivery is not available to the Notice address. 

If to Licensor: 

If to Guarantor: 

7930 Jones Branch Drive 

Suite 1100 

McLean, VA 22102 

Attention: General Counsel 

__________________ 

__________________ 

__________________ 

__________________ 

Phone: (___) _______ 

Fax: (___) _______ 

If Guarantor wants to change the address set forth above, Guarantor shall notify Licensor in 

writing in accordance with the delivery procedure set forth in this subparagraph. 

(e) If Guarantor is a partnership, limited liability company, or other unincorporated 

association, its liability will not be affected by changes in the name of the entity or in its membership. 

(f) This Guarantee is executed in accordance with, and pursuant to, the terms of the 

License Agreement and any default hereunder will be a default under the License Agreement. 

(g) Guarantor represents and warrants to Licensor that Guarantor, including its 

directors and officers, senior management, and shareholders (or other persons) having a controlling 

interest in Guarantor is not, and is not owned or controlled by, or acting on behalf of, any of the following 

“Restricted Persons”: (i) the government of any country that is subject to an embargo imposed by the 

United States government; (ii) individuals or entities (collectively, “Persons”) located in or organized 

under the laws of any country that is subject to an embargo imposed by the United States government; 

(iii) Persons ordinarily resident in any country that is subject to an embargo imposed by the United States 

government; or (iv) Persons identified from time to time by any government or legal authority under 

applicable laws as a Person with whom dealings and transactions by Licensor are prohibited or restricted, 

including Persons designated on the U.S. Department of the Treasury’s Office of Foreign Assets Control 

(OFAC) List of Specially Designated Nationals and Other Blocked Persons (including terrorists and 

narcotics traffickers); and similar restricted party listings, including those maintained by other 

governments pursuant to applicable United Nations, regional or national trade or financial sanctions. 

Guarantor agrees that it will notify Licensor in writing immediately upon the occurrence of any event which 

would render the foregoing representations and warranties of this Subparagraph 10.(g) incorrect. 

Guarantor further represents and warrants to Licensor that Guarantor will not directly or indirectly 

pay, offer, give or promise to pay or authorize the payment of any monies or other things of value to: 

{000011-002419 00176680.DOC; 2} 

March 2011 

4

EXHIBIT E 

(a) an official or employee of a government department, agency or instrumentality, state-owned or 

controlled enterprise or public international organization; 

(b) any political party or candidate for political office; or 

(c) any other person at the suggestion, request or direction or for the benefit of any of the abovedescribed 

persons and entities 

if any such payment, offer, act or authorization is for purposes of influencing official actions or 

decisions or securing any improper advantage in order to obtain or retain business, or engaging in acts or 

transactions otherwise in violation of any applicable anti-bribery legislation. 

11. Governing Law, Jurisdiction, and Venue. Both parties hereby agree that the State of 

New York has a deep and well developed history of business decisional law. For this reason, both parties 

agree that except to the extent governed by the United States Trademark Act of 1946 (Lanham Act; 15 

U.S.C. 1050 et seq.), as amended, this Guarantee, all relations between Licensor, Guarantor and 

Licensee, and any and all disputes between Licensor, Guarantor and Licensee, whether sounding in 

contract, tort, or otherwise, are to be exclusively construed in accordance with and/or governed by (as 

applicable) the laws of the State of New York without recourse to New York (or any other) choice of law or 

conflicts of law principles. If, however, any provision of this Guarantee would not be enforceable under 

the laws of the State of New York, and if the Hotel is located outside of New York and the provision would 

be enforceable under the laws of the state in which the Hotel is located, then the provision in question 

(and only that provision) will be interpreted and construed under the laws of that state. Nothing in this 

section is intended to invoke the application of any franchise, business opportunity, antitrust, “implied 

covenant,” unfair competition, fiduciary or any other doctrine of law of the State of New York or any other 

state which would not otherwise apply absent this paragraph. 

You agree that any action brought by Guarantor against Licensor or its Affiliates arising out of or 

related to this Guarantee, any breach of this Guarantee, or the relationship between Licensor (and its 

Affiliates), Guarantor, and Licensee, must be brought in the U.S. District Court for the Eastern District of 

Virginia, in Alexandria, Virginia or if that court lacks subject matter jurisdiction, then in a court of 

competent jurisdiction whose jurisdiction includes either Fairfax County, Virginia or New York, New York. 

Any action brought by Licensor or its Affiliates against Guarantor arising out of or related to this 

Guarantee, any breach of this Guarantee, or the relationship between Licensor (and its Affiliates), 

Guarantor, and Licensee, may be brought by Licensor or its Affiliates in the U.S. District Court for the 

Eastern District of Virginia, in Alexandria, Virginia or if that court lacks subject matter jurisdiction, then in 

any court of competent jurisdiction whose jurisdiction includes either Fairfax County, Virginia or New York, 

New York, or the county and state where the Hotel is located. Guarantor consents to personal jurisdiction 

and venue in each of these jurisdictions and waives, and agrees never to assert, move or otherwise claim 

that the venue in any of these jurisdictions is for any reason improper, inconvenient, prejudicial or 

otherwise inappropriate (including any claim under the judicial doctrine of forum non conveniens). 

12. WAIVER OF JURY TRIAL. GUARANTOR HEREBY WAIVES ITS RIGHT TO A TRIAL 

BY JURY WITH RESPECT TO THE ENFORCEMENT OF THIS GUARANTEE. THIS WAIVER WILL 

APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, 

INCLUDING BUT NOT LIMITED TO CLAIMS RELATING TO THE ENFORCEMENT OR 

INTERPRETATION OF THIS GUARANTEE, ALLEGATIONS OF STATE OR FEDERAL STATUTORY 

VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND A 

CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES ARISING 

UNDER THIS GUARANTEE. 

THE UNDERSIGNED GUARANTOR ACKNOWLEDGES THAT IT WAS AFFORDED THE 

OPPORTUNITY TO READ THIS DOCUMENT CAREFULLY AND TO REVIEW IT WITH AN ATTORNEY 

OF ITS CHOICE BEFORE SIGNING IT. GUARANTOR ACKNOWLEDGES HAVING READ AND 

UNDERSTOOD THE MEANING AND EFFECT OF THIS DOCUMENT BEFORE SIGNING IT. 

{000011-002419 00176680.DOC; 2} 

March 2011 

5

EXHIBIT E 

IN WITNESS WHEREOF, the parties have executed this Guarantee which has an effective date as of the 

date first written above. 

GUARANTOR: 

______________________________, 

a _____________________________ 

LICENSOR: 

[FRANCHISOR ENTITY NAME], 


By: 

By: 

Name: 

Title: 

Name: 

Title: 

{000011-002419 00176680.DOC; 2} 

March 2011 

6

EXHIBIT F

March 2011 U.S. (including DC and Territories) All Brands 

EXHIBIT F 

INSTRUCTIONS FOR SUBMITTAL OF FRANCHISE LICENSE APPLICATION 

To submit a franchise license application (“Application”): 

• Have an Authorized Signer for the Applicant (defined below) access the current Franchise Disclosure Document 

(“Disclosure Document”) for the applicable brand through the E-Disclosure procedure and complete the procedure by 

clicking “Submit” on the Electronic Receipt page. Or, if Applicant received a paper version of the Disclosure Document, 

have an Authorized Signer for the Applicant sign and date the "Receipt" page at the end of the Disclosure Document and 

return it immediately by mail to your development representative (“Developer”). 

• Complete the Application (please type or print) and have the Authorized Signer(s) for the Applicant sign and date the 

Application Letter. Note: If the Applicant is an entity, the entity must be in existence at the time it signs and submits 

the Application Letter. 

• Attach the supporting documents/information requested in the Application and summarized on the attached checklist, and 

submit the entire package along with the development services fee (“Development Services Fee”) described below to 

your Developer. 

NOTE: APPLICANT SHOULD NOT SIGN OR SUBMIT THE APPLICATION OR PAYMENT OF THE DEVELOPMENT 

SERVICES FEE UNTIL AT LEAST THE DAY AFTER THE 14TH FULL CALENDAR DAY FOLLOWING THE DATE 

APPLICANT RECEIVED THE DISCLOSURE DOCUMENT IN PAPER FORM OR THROUGH THE E-DISCLOSURE 

PROCEDURE. 

Authorized Signers: Authorized Signers for the Receipt and Application Letter include the following: 

Applicant 

Individual(s): 

Corporation 

General Partnership 

Limited Partnership 

Limited Liability Company 

Trust 

Estate 

Signer (s) 

Each Individual 

President, Vice President or other Authorized Officer 

Each General Partner 

Any General Partner 

Managing Member(s), Authorized Member(s), or Manager(s) 

Trustee(s) 

Executor/Executrix, Administrator/Administratrix 

Development Services Fee: Payment of the Development Services Fee must be made when Applicant submits its 

Application. The Development Services Fee becomes non-refundable upon our approval of the Application. 

For a New Development, Conversion and Change of Ownership Application, please calculate your Development Services 

Fee as follows (all fees are in US Dollars): 

Conrad® $75,000 

Doubletree®/Doubletree® Suites 

MINIMUM $75,000, plus $300 per guest room/suite over 250 guest rooms/suites 

with “by Hilton” designation 

Embassy Suites® 

MINIMUM $75,000, plus $300 per suite over 250 suites 

Hampton Inn/Hampton Inn & Suites® MINIMUM $65,000, plus $450 per guest room/suite over 100 guest rooms/suites 

Hilton® 


Hilton Garden Inn® 


Homewood Suites by Hilton® 


Home2 Suites by Hilton® $50,000 

Waldorf Astoria ® $75,000 

For a Relicensing Application (not involving a Change of Ownership), please calculate your Development Services Fee as 

follows: 

Hampton Inn, Hampton Inn & Suites, Hilton Garden Inn, Homewood Suites by Hilton, and Home2 Suites by 

Hilton: $25 per guest room/suite multiplied by the number of years in the Relicensing term. This fee is in addition to any 

Property Improvement Plan (“PIP”) fee. 

Hilton, Doubletree/Doubletree Suites by Hilton, and Embassy Suites: $15 per guest room/suite multiplied by the 

number of years in the Relicensing term. This fee is in addition to any PIP fee. 

Conrad: $75,000; and Waldorf Astoria: $75,000. This fee is in addition to any PIP fee. 

{000011-999987 00177083.DOCX; 2} 

Page 1 of 14


EXHIBIT F 

APPLICATION CHECKLIST – REQUIRED ITEMS 

FOR THE APPLICATION TO BE COMPLETE, THE FOLLOWING ITEMS MUST BE INCLUDED: 

Disclosure Document Receipt signed and dated or submitted electronically by an Authorized Signer for the Applicant 

(see instructions on page 1). 

Application Letter signed and dated no earlier than the day after the 14th full calendar day following the date that Applicant 

received the Disclosure Document, along with the remaining completed Application pages. Example: If you receive the 

Disclosure Document on January 1 st , then the earliest you may submit the Application Letter will be fifteen days after that 

date on January 16 th . 

Check (or wire transfer) for the Development Services Fee dated no earlier than the day after the 14th full calendar day 

following the date the Applicant receives the Disclosure Document. Example: If you receive the Disclosure Document on 

January 1 st , then the earliest you may submit the Development Services Fee will be fifteen days after that date on January 

16 th . 

Current financial statements (less than a year old) for Applicant; its controlling shareholders, partners or members; and each 

25% or greater owner of Applicant. 

Upon request, completed Participant Information form(s) (see pages 10 through 13) signed and dated for Applicant, each 

individual/entity with a 25% or greater direct or indirect ownership interest in Applicant, and each individual/entity with a 

controlling interest in Applicant, i.e. general partner, managing member, etc. 

Copies of Organizational Documents (including all amendments) for Applicant entity and each of its principal entities, 

including general partner(s), managing member(s), controlling shareholders or similar direct and indirect controlling 

interests, as follows: 

Private Corporation: 

Limited Liability Company: 

Limited Partnership: 

General Partnership: 

Trust: 

Estate: 

Articles of Incorporation (with filing stamp or certification from the jurisdiction of 

incorporation) 

Articles of Organization (with filing stamp or certification from the jurisdiction of formation) 

and signed Operating Agreement 

Certificate of Limited Partnership (with filing stamp from the jurisdiction of formation) and 

signed Partnership Agreement 

Signed Partnership Agreement 

Signed Trust Agreement 

Letters Testamentary/of Administration (where applicable) 

Completed Ownership Structure Form (see page 6) for Applicant, its underlying ownership entities and the fee title holder or 

lessor/sublessor of the Hotel/Hotel Site if related to Applicant. 

If available, or upon request, market study. 

Site Control Document and all amendments (e.g. recorded deed, recorded ground lease, recorded purchase option, binding 

letter of intent, binding purchase agreement). 

Site Plan, Aerial and Location Map with site identified (consult your Developer for site plan requirements) - not required for a 

Change of Ownership application for an existing hotel. 

List of hotels owned or managed by the management company. 

CONVERSION PROJECTS In addition to the above, include the following items: 

Conversion Indemnity Letter (if applicable) 

Interior/Exterior Photographs 

3 Years’ Hotel Operating Statistics 

{000011-999987 00177083.DOCX; 2}Page 2 of 14


EXHIBIT F 

APPLICATION LETTER 

____________________________________("Location") _____________________________ ("Applicant”) 

BRAND (check one): 

[ ] Conrad® [ ] Hampton Inn® [ ] Homewood Suites by Hilton® 

[ ] Doubletree® by Hilton [ ] Hampton Inn & Suites® [ ] Home2 Suites by Hilton® 

[ ] Doubletree® Suites by Hilton [ ] Hilton® [ ] Waldorf Astoria ® 

[ ] Embassy Suites® [ ] Hilton Garden Inn® 

This letter (the “Application Letter”) is furnished to the applicable franchise licensing subsidiary of Hilton 

Worldwide, Inc. (“Hilton Worldwide”) for the brand selected above and its successors and assigns (each, 

“Licensor”) in order to induce Licensor to process an application for a license to operate a hotel under the 

brand selected above at the Location designated above. The Applicant understands that Licensor is relying on 

the information provided in the application and all documents submitted by the Applicant and co-owners in 

connection with or in support thereof, including, but not limited to, this application letter, all hereinafter referred 

to as the "Application". Applicant agrees to supply such additional information, statements or data as may be 

requested by Licensor. The Applicant represents, understands and acknowledges that: 

1. All information contained in the Application is true and correct as of the date set forth below and that 

the information contained in this Application is complete and not misleading due to an omission of any material 

information. The Applicant will inform Licensor promptly of any material change in any of the information 

furnished in the Application. The Applicant has the authority to submit the Application and to enter into the 

other documents contemplated thereby, including, without limitation, a franchise license agreement 

("License"). Neither the submission of the Application nor the execution of such other documents (including 

the License) will conflict with the terms of any agreement(s) to which Applicant is a party or by which the 

Applicant is bound. The Applicant has not been induced by Licensor to terminate or breach any agreement 

with respect to the Location. 

2. Information concerning the system for the brand selected above ("System"), including, without 

limitation, the Disclosure Document (if required under applicable law), has been made available to the 

Applicant. The Applicant is familiar with the System and its requirements and is applying for the form of 

License contained in the Disclosure Document. 

3. Licensor does not enter into oral agreements or understandings with respect to Licenses or matters 

pertaining to the granting of a License, and as of the date set forth below there are no oral agreements or 

understandings whatsoever between the Applicant and Licensor with respect to any proposed License. 

4. Payment of the Development Services Fee is enclosed with the Application. If the Application is not 

approved, or if Applicant withdraws the Application before it is approved, the Development Services Fee will be 

returned, without interest, less $7,500.00 for time and expenses incurred by Licensor in processing the 

Application. ONCE THE APPLICATION IS APPROVED, THE DEVELOPMENT SERVICES FEE IS NON- 

REFUNDABLE (EVEN IF APPROVAL IS CONDITIONED ON APPLICANT PROVIDING ADDITIONAL 

INFORMATION). Provided, however, for a Change of Ownership Application, if we approve the Application, 

and the approved change of ownership does not occur, then we will refund the Development Services Fee 

without interest, less $7,500.00. Licensor reserves the sole right to approve or disapprove the Application for 

any reason it may determine in its business judgment. If the Application is approved, Applicant must provide 

any additional information requested, meet any additional requirements and sign the License within the time 

period Licensor specifies or Licensor may terminate the proposed hotel project and retain the Development 

Services Fee. The Development Services Fee may be invested, combined with other funds or otherwise used 

as Licensor, at its discretion, deems appropriate. 

5. Applicant authorizes credit bureaus, financial institutions, companies and individuals to disclose to 

Licensor, any and all information for the use of Licensor and its affiliates for the purpose of conducting any 

necessary credit and/or background investigations. Licensor will comply with any applicable laws in conducting 

such credit and/or background investigations. The Applicant (jointly and severally if applicable) agrees to 

indemnify and defend Licensor, Hilton Worldwide., and their respective subsidiaries and affiliates, and the 

officers, directors, employees, agents, representatives, successors and assigns of each (collectively, the 

{000011-999987 00177083.DOCX; 2}Page 3 of 14


EXHIBIT F 

“Hilton Worldwide Indemnitees”) and to hold them harmless from all losses in connection with the 

Application and the Location, including breach of any representations, undertakings or warranties contained 

herein and all claims, demands, suits, causes of action, liabilities, losses or otherwise, incurred (including legal 

and accounting fees and expenses), and including claims as a result of Licensor processing the Application 

and/or approving a License. Each Hilton Worldwide Indemnitee will have the right independently to take any 

action it may deem necessary in its sole discretion to protect and defend itself against any threatened action 

subject to Applicant's indemnification, without regard to the expense, forum or other parties that may be 

involved. Each Hilton Worldwide Indemnitee will have sole and exclusive control over the defense of any such 

action (including the right to be represented by counsel of its choosing) and over the settlement, compromise 

or other disposition thereof. Licensor may rely on any information, statement or notice from the Applicant 

pertaining to the Location or License without having to investigate or ascertain the accuracy of any fact or 

allegation in the notice. 

6. Initial all of the following that apply: 

______ The franchise sale is for more than $1 million—excluding the cost of unimproved land and any financing 

received from the franchisor or an affiliate—and thus is exempted from the Federal Trade Commission’s Franchise Rule 

disclosure requirements, pursuant to 16 CFR 436.8(a)(5)(i); and 

or 

At least one individual has invested One Million Dollars ($1,000,000) in the Hotel or the Hotel Site; 

______The Applicant or its affiliate have been in business for at least five (5) years and have a net worth of at least Five 

Million Dollars ($5,000,000) and this franchise sale is thus exempt from disclosure requirements within the meaning of 

16 CFR 436.8(a)(5)(ii). 

7. This Application Letter may be executed in counterparts, each of which shall be deemed an original, 

which together shall constitute one and the same instrument. This Application Letter must be signed by the 

authorized signer(s) for the Applicant (see Instructions page for required signatures) and the undersigned 

represents and warrants that he/she has the authority to sign this Application Letter. Please make as many 

copies as needed. 

8. This Application shall be governed by and construed in accordance with the substantive laws of the State 

of New York, without regard to its choice of law principles. 

FOR INDIVIDUAL APPLICANT 

Signature: 

Print name: 

Date (required): 

FOR BUSINESS ENTITY APPLICANT 

Name of Entity: 

By (Signature): 

Print Name & 

Title: 

Date (required): 

{000011-999987 00177083.DOCX; 2}Page 4 of 14


EXHIBIT F 

HILTON WORLDWIDE FRANCHISE LICENSE APPLICATION 

NAME OF APPLICANT (your name may not 

include any of our marks or any variations/initials 

thereof): 

State in which Applicant’s principal business address (or if 

Applicant is an individual, permanent residence) is located: 

APPLICANT 

Type: [ ] Corporation [ ] Limited Partnership [ ] General Partnership [ ] Limited Liability Company 

[ ] Individual [ ] Trust [ ] Other (specify) 

Birth or 

Formation 

Information 

: 

Date: (Month/Day/Yr) 

_____ /____/______ 

State/Province, Country: 

______________________ 

U.S. Social Sec.# (last 4 digits only)/ Canada 

SIN#((Optional)/Gov’t ID#: 

___________________________________________ 

PRINCIPAL CORRESPONDENT 

FOR OFFICIAL NOTICES 

FOR DAY-TO-DAY COMMUNICATIONS 

Name: 

Name: 

Street 

Address: 

Street 

Address: 

City, State 

Zip/Postal Code 

City, State 

Zip/Postal Code 

Telephone #: Telephone #: 

Fax #: Fax #: 

Email: 

Email: 

MANAGEMENT INFORMATION 

THE PROPOSED HOTEL WILL BE MANAGED BY: 

[ ] A General Manager who will be employed by the Applicant 

The General Manager will be: 

[ ] A Management Group under a Management Agreement with the Applicant 

Company Name and Contact: 

Address: 

Telephone: Fax: Email: 

Attachments: 

(1) List of Hotels owned or managed by the management group 

LIST ALL HOTELS OWNED AND/OR OPERATED BY APPLICANT AND ITS EQUITY OWNERS 

(attach additional pages if necessary) 

Owner/Operator Name Brand/Property Name, City/State Description of Interest % Equity 

{000011-999987 00177083.DOCX; 2}Page 5 of 14


EXHIBIT F 

OWNERSHIP STRUCTURE OF APPLICANT ENTITY 

INSTRUCTIONS: Please provide a complete breakdown of the owners of the Applicant Entity and any related entity 

that holds/will hold fee title to the Hotel site. If these owners are other legal entities, please include a breakdown of 

their underlying ownership. That means you should provide the name and description/percentage of ownership 

interest of all individuals who own and/or control these entities. Copy this form as needed to provide multiple 

structures. 

Example: 

Entity/Person’s Name 

XYZ Corp. 

- John Doe, President 50% 

- Jane Doe, Shareholder 50% 

ABC, L.L.C. 

- BDC, Inc., its managing member 25% 

- Bill Davis, President 100% 

Canada SIN#*/U.S. Soc 

Sec # (last 4 digits 

only)/Gov’t ID #: 

12-3456789 

1234 

5678 

23-4567891 

34-5678912 

9012 

Description Of 

Interest 

% Interest 

General Partner 1% 

Limited Partner 99% 

Business Address 

& Telephone 

XYZ Corp. Address/Phone 

John Doe Address/Phone 

Jane Doe Address/Phone 

ABC, L.L.C. Address/Phone 

BDC, Inc. Address/Phone 

- Bill Davis Family Trust, member 25% 

- Bill Davis, Trustee 

- Bill Davis, Jr. Beneficiary 100% 

same as above 

2345 

Trust Contact Address/Phone 

- Bill Davis, member 50% 

same as above 

* Optional 

Bill Davis Address/Phone 

ENTITY NAME: __________________________________________________________________ 

Entity/Person’s Name 

OWNERSHIP STRUCTURE 

(provide additional pages if necessary) 

Canada 

Description of 

SIN#(Optional)/ 

Interest 

U.S. Soc Sec # (last 4 

digits only)/Gov’t ID #: 

% 

Interest 

Business Address 

& Telephone 

Attachments: (1) Copies of recorded formation and governing documents of Applicant and its controlling 

entities (e.g., Articles of Incorporation, Partnership Agreement, Operating Agreement, etc.) 

(2) Upon request, completed Individual or Business Entity Participant Information Forms 

{000011-999987 00177083.DOCX; 2}Page 6 of 14


EXHIBIT F 

HOTEL/SITE LOCATION 

Street Address*:_____________________________________________________________________________ 

* If no street address, provide coordinates or other location description: 

__________________________________________________________________________________________ 

City, State/Province 

___________________ Country: _______________ Zip/Postal Code: ______________ 

BRAND (check one): 

[ ] Conrad® [ ] Hampton Inn® [ ] Homewood Suites by Hilton® 

[ ] Doubletree® by Hilton [ ] Hampton Inn & Suites® [ ] Home2 Suites by Hilton® 

[ ] Doubletree ® Suites by Hilton [ ] Hilton® [ ] Waldorf Astoria ® 

[ ] Embassy Suites® [ ] Hilton Garden Inn® 

Development Type: 

[ ] New Development 

(new-build/adaptive reuse) 

[ ] Conversion [ ] Change of Ownership [ ] Relicensing 

HOTEL FACILITIES, SITE, BUILDING INFORMATION 

Total guest units: ______ # of Guest rooms: _____ # of Guest Suites:______ # Stories: ______ 

Meeting 

Year built: ______ space: [ ] Yes ________sq. ft. [ ] No Ballroom: [ ] Yes ________sq. ft. [ ] No 

Condominium Residences: [ ] Yes # _____ [ ] No Residential Rental Program: [ ] Yes [ ] No 

Shared Facilities? [ ]Yes [ ] No 

If Yes, Describe: 

Food & Beverage facilities (outlets, capacity, meals served, operated/leased, current/planned brand names) 

Other Retail outlets (type, operated/ leased, current/planned brand names): 

Pool (indoor/outdoor/N/A): _____________ Other amenities: _______________________________________ 

Total square footage of site: Zoned for hotel development? [ ] Yes [ ] No 

Maximum height allowed by zoning code: Feet: ________ 

Stories: ________ 

Site/development 

restrictions? 

[ ] Yes [ ] No Please explain (attach additional pages if necessary): 

HOTEL AFFILIATION (for New Development/Conversion applications only) 

Has there ever been a franchise, branded management, affiliation or similar agreement pertaining to this hotel or 

site? [ ] Yes [ ] No 

{000011-999987 00177083.DOCX; 2}Page 7 of 14


EXHIBIT F 

Explain: 

If the hotel is currently affiliated with a hotel chain, what chain? 

Hotel’s current name: _______________________________ Original opening date: _______________ 

Attachments: 

Conversion Indemnity Letter (if applicable) 

{000011-999987 00177083.DOCX; 2}Page 8 of 14


EXHIBIT F 

HOTEL SITE CONTROL/OWNERSHIP 

Applicant’s Site Control: 

[ ] Owned by Applicant 

[ ] Leased to Applicant 

[ ] Optioned to Applicant 

[ ] Under purchase contract by Applicant 

[ ] Other (specify)_______________________________________________ 

If Hotel or Hotel site is currently owned by someone other than Applicant, please indicate: 

Fee owner name: 

Address: 

City, State/Province: 

Country: 

Zip/Postal Code: Telephone #: 

Related to Applicant?: [ ] No [ ] Yes* 

(describe): 

If Hotel or Hotel site will, upon close of purchase, be owned by someone other than Applicant, please indicate: 

Fee owner/Lessor 

name: 

Address: 

City, State/Province: 

Country: 

Zip/Postal Code: Telephone #: 

Related to Applicant?: [ ] No [ ] Yes* 

(describe): 

*If yes, provide complete ownership structure of related entity that will be fee owner (see form on page 

6) 

Attachments: 

(1) Site Control Document 

(2) Site Plan (New Development/Conversion only) 

(3) City Maps and Aerial Photograph with site identified 

(4) If applicable, complete ownership structure of related entity that will be 

the fee owner/lessor/sublessor 

DEADLINES ASSOCIATED WITH APPLICATION 

(such as option deadline, purchase deadline, etc.) 

{000011-999987 00177083.DOCX; 2}Page 9 of 14


EXHIBIT F 

NEW DEVELOPMENT PROJECT COSTS 

ESTIMATED PROJECT COSTS – NEW CONSTRUCTION: 

Land: $US _____________ $US ________ per room 

Construction: $US _____________ $US ________ per room 

FF&E: $US _____________ $US ________ per room 

Other: $US _____________ $US ________ per room 

TOTAL $US _____________ $US ________ per room 

ESTIMATED PROJECT COSTS – CONVERSION: 

Purchase price/ current mkt. value (estimate): $US _____________ $US _______ per room 

Renovation/upgrade: $US _____________ $US _______ per room 

Other: $US _____________ $US _______ per room 

Forecasted Construction/Renovation Start Date: ___________________ 

Forecasted Construction/Renovation Completion Date: ______________ 

OPERATING PROJECTIONS: 

Assumptions Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 

% Occupancy 

Avg. Daily Rate ($US) 

LOAN INFORMATION: 

Do you have a loan or loan commitment for this project? [ ] No 

[ ] Yes 

Name of proposed/existing lender(s): ___________________________________________________________ 

Loan Amount(s): ___________________________________________ Percentage equity: _______________ 

Loan Description: ______________________________________________________________________________ 

____________________________________________________________________________________________ 

_ 

Is the loan (or will the loan be) cross-collateralized by other hotels/real estate assets or cross-defaulted to any 

other loan(s)? [ ] No [ ] Yes If yes, please describe below: 

____________________________________________________________________________________________ 

____________________________________________________________________________________________ 

Attachments: 

(1) Market or Feasibility Study, if available or upon request 

(2) For Conversion projects – 3 years’ operating statistics 

(3) Financial statements for Applicant, its controlling shareholders, partners or 

members, and each individual and entity with a 25% or greater direct or 

indirect ownership interest in the Applicant 

{000011-999987 00177083.DOCX; 2}Page 10 of 14


EXHIBIT F 

INDIVIDUAL PARTICIPANT INFORMATION 

INSTRUCTIONS: Upon request, Applicant may be required to provide the personal and business information requested 

below, and such additional information which Licensor may require, for each of the following individuals, as applicable: (1) 

each individual with a 25% or greater direct or indirect ownership interest in Applicant, and (2) each individual with a 

controlling interest in Applicant, i.e. general partner(s), managing member(s), etc., regardless of ownership interest. Personal 

information provided by Applicant to Hilton Worldwide pursuant to this request will be considered confidential. 

Name of Individual: 

U.S. Social Security # / Canada 

SIN# (Optional)/or Govt. ID #: 

Birth Information: 

Home Address/Dates: 

(past 10 years, attach separate sheet if 

necessary) 

(Full first name) (Middle name/initial) (Last name) (Former name/alias, if applicable) 

Sex 

: 

[ ] Male [ ] Female 

Date: ___/___/___ City/State/Province: ____________ Country: ___________ 

mo day yr 

Telephone #: Fax #: 

Employer/Address/Position/Dates 

(past 10 years, attach separate sheet if 

necessary): 

Relationship to Applicant: 

% Ownership of Applicant: 

(i.e. Shareholder, Officer, General Partner, Managing Member, limited partner, member etc.) 

References (name, address, telephone number) - include one bank/financial, one business & one personal: 

1. 

2. 

3. 

LITIGATION HISTORY, CERTIFICATIONS, INDEMNIFICATION AND RELEASE 

A. Have you or any legal entity in which you have been an officer, director, member or partner (or in which you have held a 

management position or ownership interest greater than 10%) ever (i) been a defendant in civil litigation alleging fraud, deceit 

or similar claims, (ii) been convicted of a criminal offense or have a charge currently pending, (iii) filed for protection from 

creditors under applicable bankruptcy laws, (iv) been a defaulting party in a foreclosure proceeding, or (v) been the subject of 

disciplinary action with respect to the suspension or revocation of, a professional or gaming license? (___) NO (___) YES 

If yes, please provide details: 

B. I certify that to the best of my knowledge the statements contained in this Individual Participant Information form are true 

and complete and nothing has been withheld affecting my reputation and credit standing. In accordance with the Privacy Act, 

Freedom of Information Act, the Fair Credit Reporting Act, and any similar federal, state or local statutory or common laws or 

regulations, I expressly authorize the above-named references, any credit reporting agency, any law enforcement agency 

(federal/state/local) and any person, association, firm, company, financial institution, court system, personnel agency or 

credit bureau to furnish and release to Hilton Worldwide, Inc. and/or its representatives, owners, partners, parents, 

subsidiaries, affiliates, successors and assigns and each of such entities’ officers, directors, agents and employees 

(collectively, “Hilton Worldwide”), any information that is requested including, but not limited to, information concerning my 

education, employment history, financial transactions, credit payment history, civil record, criminal conviction record, legal 

proceedings or judgments or any other record or report, and Hilton Worldwide to request, obtain and use such information for 

the purpose of conducting any necessary credit and/or background investigations. 

C. I hereby release, indemnify, defend and hold harmless Licensor, Hilton Worldwide,, and their respective subsidiaries and 

affiliates, and the officers, directors, employees, agents, representatives, successors and assigns of each (collectively, the 

“Hilton Worldwide Indemnitees”) and any and all other persons or entities, including without limitation those providing 

information, from any and all liability for losses, claims, injuries, liabilities, and damages of whatever kind or nature, whether 

{000011-999987 00177083.DOCX; 2}Page 11 of 14


EXHIBIT F 

known or unknown, including without limitation those based upon defamation, invasion of privacy, and rights of publicity and 

personality, against any or all of them which may at any time arise or accrue to me or my heirs, successors, parents, 

subsidiaries, assigns, officers, directors, employees, agents or other persons or entities claiming by or through me, on 

account of the provision of such information or reliance on such information or on other information gathered pursuant 

thereto and hereto. I hereby authorize this Individual Participant Information Form, indemnity and release to be shown and 

delivered to such persons, with a copy of this Individual Participant Information Form, indemnity and release to be as valid as 

the original. 

D. This document shall be governed by and construed in accordance with the substantive laws of the State of New York, 

without regard to its choice of law principles. 

SIGNATURE: ______________________________________ DATE: ______________ 

{000011-999987 00177083.DOCX; 2}Page 12 of 14


EXHIBIT F 

BUSINESS ENTITY PARTICIPANT INFORMATION 

INSTRUCTIONS: Upon request, this form may be required for Applicant entity and each related entity with a 25% or greater 

direct or indirect ownership interest in Applicant, and/or a controlling interest in Applicant, i.e. general partner, managing 

member, etc., regardless of ownership interest. 

Entity Name: 

Formation 

Information: 

(Mo/Day/Yr) 

(“Entity”) 

Date: ___/___/___ State/Province: _______________ Country: ____________ Gov’t ID: _________________ 

Address: 

Telephone #: Fax #: 

Relationship 

% Ownership 

to Applicant: 

of Applicant: 

(i.e. Shareholder, General Partner, Limited Partner, Managing Member, Member, etc.) 

References (name, address, telephone number) - include one bank/financial reference & one business: 

1. 

2. 

3. 

LITIGATION HISTORY, CERTIFICATIONS, INDEMNIFICATION AND RELEASE 

A. Has the above referenced Entity or an affiliate of the Entity (or in which the Entity has held a management position or 

ownership interest greater than 10%) ever (i) been a defendant in civil litigation alleging fraud, deceit or similar claims, (ii) 

been convicted of a criminal offense or have a charge currently pending, (iii) filed for protection from creditors under 

applicable bankruptcy laws, (iv) been a defaulting party in a foreclosure proceeding, or (v) been the subject of disciplinary 

action with respect to the suspension or revocation of, a professional or gaming license? (___) NO (___) YES If yes, 

please provide details: 

B The undersigned hereby certifies that the statements contained in this Business Entity Participant Information form are true 

and complete and nothing has been withheld affecting the reputation and credit standing of the Entity. In accordance with the 

Privacy Act, Freedom of Information Act, the Fair Credit Reporting Act, and any similar federal, state or local statutory or 

common laws or regulations, the undersigned authorizes the above-named references, any credit reporting agency, any law 

enforcement agency (federal/state/local) and any person, association, firm, company, financial institution, court system, 

personnel agency or credit bureau to furnish and release to Hilton Worldwide, Inc. and/or its representatives, owners, partners, 

parents, subsidiaries, affiliates, successors and assigns, and each of such entities’ officers, directors, agents, and 

employees, (collectively, “Hilton Worldwide”), any information that is requested including, but not limited to, information 

concerning the business and credit history, financial transactions, civil and criminal conviction records, legal proceedings or 

judgments or any other record or report, and Hilton Worldwide to request, obtain and use such information for the purpose of 

conducting any necessary credit and/or background investigations. 

C. The undersigned agrees to release, indemnify, defend and hold harmless hereby release, indemnify, defend and hold 

harmless Licensor, Hilton Worldwide,, and their respective subsidiaries and affiliates, and the officers, directors, employees, 

agents, representatives, successors and assigns of each (collectively, the “Hilton Worldwide Indemnitees”) and any and all 

other persons or entities, including without limitation those providing information, from any and all liability for losses, claims, 

injuries, liabilities, and damages of whatever kind or nature, whether known or unknown, including without limitation those 

based upon defamation, invasion of privacy, and rights of publicity and personality, against any or all of them which may at 

any time arise or accrue to me or my heirs, successors, parents, subsidiaries, assigns, officers, directors, employees, agents 

or other persons or entities claiming by or through me, , on account of the provision of such information or reliance on such 

information or on other information gathered pursuant thereto and hereto. The undersigned authorizes this Business Entity 

Participant Form, indemnity and release to be shown and delivered to such persons, with a copy of this Business Entity 

{000011-999987 00177083.DOCX; 2}Page 13 of 14


EXHIBIT F 

Participant Form, indemnity and release to be as valid as the original. 

D. The undersigned represents and warrants that he/she has the authority to sign this form on behalf of the Entity. 

E. This document shall be governed by and construed in accordance with the substantive laws of the State of New York, 

without regard to its choice of law principles. 

BUSINESS ENTITY NAME: __________________________________________________________________ 

By: _________________________________________________ 

(Signature) 

Print Name/Title: _____________________________________Date: 

{000011-999987 00177083.DOCX; 2}Page 14 of 14

EXHIBIT G

HILTON SYSTEMS SOLUTIONS, LLC 

HILTON INFORMATION TECHNOLOGY SYSTEM AGREEMENT 

Address For Notices to Customer 

Customer Name: 

Attention: 

Address: 

Address Of Customer’s Site 

Site Name: 

Attention: 

Address: 

Address For Notices to Hilton Systems Solutions, LLC 

Division: Hampton 

Attention: Dir. OnQ® Deployment Planning – Randy Kanaya 

Address 755 Crossover Lane 


On the terms and conditions set forth herein, Hilton Systems Solutions, LLC, a Delaware limited liability company 

(“HSS”) and 

(the “Customer”) as either the owner of a property managed by an affiliate of HSS 

or as a licensed franchisee of an affiliate of HSS, hereby enter into this Hilton Information Technology System 

Agreement (the “Agreement” or the “HITS Agreement”) wherein HSS agrees to license or sublicense to Customer 

certain Proprietary Software and Certified Third Party Software, as such terms are defined herein, and may provide 

certain equipment (“Authorized Equipment”) as described herein that is leased, licensed or purchased by Customer for 

the operation of HSS’s OnQ® technology. Such software and equipment needed for the operation of HSS’s OnQ® 

technology are collectively referred to herein as the “Information System”. The Customer agrees that such licenses or 

sublicenses of software and any equipment are provided subject to the terms and conditions of the Agreement and the 

additional terms, conditions, and additional programs contained in the schedules (the “Schedules”) attached hereto: 

Schedule A: 

Schedule B: 

Schedule C: 

Schedule D: 

Schedule E: 

Schedule F: 

Schedule G: 

Schedule H: 

Schedule I: 

Schedule J: 

Schedule K: 

Schedule L: 

Schedule M: 

Schedule N: 

Schedule O: 

Schedule P: 

Schedule Q: 

Schedule R: 

Schedule S: 

Schedule T: 

Schedule U: 

Schedule V: 

Schedule W: 

Information System Software Licensed / Services Provided 

System Cost and Payment Terms 

Software Maintenance / Cost and Payment Terms 

Authorized Equipment Description / Purchase Terms and Conditions 

Authorized Equipment Maintenance / Cost and Payment Terms 

Microsoft Participation Agreement 

Certified Third Party Software / Additional Terms and Conditions 

Subsequent Purchase of Additional Equipment, Software and Services 

Joinder by Preferred Retailer 

Joinder by Preferred Lessor 

Joinder by Preferred Services Provider 

Total Solution Program Agreement 

Intentionally Omitted 











{000011-002419 00176553.DOCX; 2} 

March 2011 

1

For the purposes of this Agreement, the “Authorized Equipment” shall mean any equipment listed on Schedule D. 

Effective Date: The effective date (“Effective Date”) shall be the date signed by HSS. 

CUSTOMER: [LEGAL ENTITY NAME] HILTON SYSTEMS SOLUTIONS, LLC 

By: 

Authorized Signature 

By: 


Print Name: Print Name: Randy Kanaya 

Title: Title: Director – OnQ® Deployment Planning 

Date: 

Date: 

{000011-002419 00176553.DOCX; 2} 

March 2011 

2

TERMS AND CONDITIONS 

1. System Cost. The System Cost (the “System Cost”) includes license fees for HSS’s proprietary software 

licensed from HSS (the “Proprietary Software”) and for the license or sublicense (“license”) of certain third party 

software tested to work on the Information System with Authorized Equipment and installed by HSS’s Preferred 

Services Provider (the “Certified Third Party Software”), any related fees for equipment and software installation and 

any training services to be provided. The System Cost and the payment schedule and terms are set forth in Schedule 

“B”. In addition to the System Cost specified in Schedule “B” for all software provided by HSS hereunder, all 

transportation, handling, rigging and insurance charges from the shipping point to destination shall be borne by 

Customer. Customer acknowledges that HSS or its affiliates and subsidiaries may derive revenues and/or other 

material consideration on all or a portion of the System Cost or for the license of software, the sale or lease of 

equipment or the provision of services relating to this Agreement. 

2. Master Agreements. HSS or its designee may, from time to time, without warranty or representation of any kind, 

negotiate with an outside vendor, a master computer equipment purchase agreement or a master software license 

agreement (the “Master Agreements”) and provide certain purchase opportunities for Customer to purchase 

Authorized Equipment from a preferred retailer (the “Preferred Retailer”), to lease Authorized Equipment from a 

preferred lessor (the “Preferred Lessor”) or to engage providers of computer software and systems services, such as 

site survey, implementation, installation and maintenance support (the “Preferred Services Provider” or “PSP”) or to 

license software pursuant to the terms of the Master Agreements, Customer may be required to execute a joinder to 

these Master Agreements (Schedules I, J, K and U) and in such event Customer shall have direct privity of contract 

with such vendor and shall be bound by the terms thereof as they apply to Customer and its purchases, leases or 

licenses thereunder and Customer shall be directly and solely responsible for such purchases, leases and licenses. 

HSS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES IN REGARD TO THE PREFERRED 

RETAILERS, THE PREFERRED LESSORS OR THE PREFERRED SERVICES PROVIDERS, THEIR 

AGREEMENTS, PRODUCTS AND/OR SERVICES AND SHALL HAVE NO LIABILITY WHATSOEVER FOR THE 

TERMS AND CONDITIONS THEREOF, PERFORMANCE OF ANY OBLIGATIONS OR OTHER AGREEMENTS 

THEREUNDER, ANY EQUIPMENT PURCHASED, LEASED, OR INSTALLED, ANY SERVICES PERFORMED, ANY 

USE OF ANY SOFTWARE, OR ANY SOFTWARE LICENSED OR SUBLICENSED PURSUANT THERETO. 

3. Customer Cooperation. Customer shall provide HSS and its affiliates, subsidiaries and third party vendors with 

such cooperation relating to HSS’s performance of its obligations under this Agreement as HSS may reasonably 

request from time to time. Customer agrees to comply with the Information System’s regulations, rules and policies as 

HSS may determine from time to time. 

4. Notices. Except as otherwise specified herein, all notices, requests, demands or communications required 

hereunder shall be in writing, delivered personally or sent by first class U.S. mail or by a nationally reputable overnight 

courier service, postage and other fees prepaid, to Customer and HSS at the addresses first set forth above (or at 

such other addresses as shall be given in writing by either of the parties to the other in accordance with this Section). 

All notices, requests, demands or communications shall be deemed effective upon delivery or three (3) days following 

deposit in the U. S. mail or effective one (1) business day following delivery to a nationally reputable overnight courier 

service in accordance with this Section. Additional notices may be required by the Schedules attached hereto. 

5. Termination of Agreement. 

(a) HSS shall have the right, without limiting any of its other rights or remedies, to terminate this Agreement 

upon ten (10) days prior written notice to Customer in the event of a Customer default (as defined in Section 

5(b) below) or in the event Customer ceases to be a licensed franchisee of Hilton Worldwide, Inc. (“HWI”) or its 

affiliate or subsidiary through Customer’s license agreement (“License Agreement”) or otherwise entitled to 

operate a hotel, timeshare, steamboat or cruise line using the name “Hilton” or any other registered trademark 

or tradename of HWI or its affiliate or subsidiary pursuant to the terms of a written management agreement 

(the “Management Agreement”) between Customer and HWI or its affiliate or subsidiary. The License 

Agreement and the Management Agreement are collectively referred to herein as the “Brand Agreements.” 

The Master Agreements and the Brand Agreements are collectively referred to herein as the “Other 

{000011-002419 00176553.DOCX; 2} 

March 2011 

3

Agreements.” For purposes of this Agreement, an affiliate hotel operating pursuant to an affiliation agreement 

shall be included in the term “licensed franchisee” during conversion and rebranding. 

(b) For purposes hereof, a default by Customer shall be deemed to occur if Customer shall fail to pay all or 

any portion of any amounts due and payable hereunder or shall breach any other material provision of this 

Agreement or the Schedules attached hereto and such breach shall continue uncured for a period of ten (10) 

days after receipt of written notice thereof from HSS. 

(c) Upon any termination of this Agreement, Customer shall immediately cease all use of the Information 

System and promptly return any and all copies of Proprietary Software, Certified Third Party Software and any 

related documentation to HSS. Within five (5) business days following such termination, an officer of 

Customer shall certify in writing to HSS that all such copies and documentation have been returned to HSS. In 

the event of a termination before the expiration of twelve (12) full calendar months, Customer shall pay HSS’s 

then current termination fee. HSS shall have no obligation to provide any maintenance or other services to 

Customer following any termination of this Agreement. 

(d) All representations, promises, warranties and obligations of Customer shall survive the termination of this 

Agreement. 

(e) In the event of a Customer default, as defined in Section 5(b), above, instead of immediately and 

completely terminating this Agreement pursuant to Section 5(a), above, HSS shall have the right to postpone 

complete termination for such period of time as HSS, in its sole discretion, may determine and HSS and/or its 

affiliates and subsidiaries shall have the right during such period of time to exercise one or more of the 

following interim remedies (each an “Interim Remedy”): 

(i) Disable all or any part of the Information System available to Customer and/or suspend any one or 

more of the services provided or supported under this Agreement, or any Schedule hereto. 

(ii) Charge Customer for the cost relating to any equipment, equipment maintenance, software, 

software maintenance, information technology, network and/or other services which were previously 

provided under this Agreement to Customer at no additional charge other than the fees Customer paid 

under this Agreement, or any Schedule hereto; charge Customer for all costs related to such 

suspending, disabling, and, if defaults are cured as required, re-enabling, together with the 

intervention or administration fees set forth in the Standards Manuals; and charge Customer for any 

equipment, equipment maintenance, software, software maintenance, information technology, network 

and/or other services HSS and/or its affiliates and subsidiaries, in their sole discretion, determine to 

provide Customer after complete termination and/or the imposition of any Interim Remedy (each, an 

“Information Technology Recapture Charge”). An Information Technology Recapture Charge may, at 

HSS’s and/or its affiliate’s or subsidiary’s sole option, take the form of one or more specific dollar 

amounts and/or of a percentage increase to any of the fees which are based on a percentage of any 

of Customer’s revenues under this Agreement, or any Schedule hereto (a “Percentage Fee”). If an 

Information Technology Recapture Charge consists of one or more specific dollar amounts, then 

Customer must pay each such amount immediately upon demand or as may be otherwise specified. If 

an Information Technology Recapture Charge consists of an increase to a Percentage Fee, Customer 

must pay the increased Percentage Fee when and as provided for the underlying applicable fee in 

each such agreement. Customer understands and agrees that such increases may be levied in any 

Percentage Fee notwithstanding any other provision of any such agreement. 

(iii) Suspend and withhold performance of any one or more of its other obligations under this 

Agreement, or any Schedule hereto. 

Customer shall not be entitled to any compensation, refund or reduction in charges by reason of the exercise 

of any Interim Remedy by HSS and/or its affiliates and subsidiaries. 

Customer acknowledges and agrees that postponement of complete termination and/or the exercise of any 

Interim Remedy shall not constitute or result in actual or constructive termination or abandonment of this Agreement, 

{000011-002419 00176553.DOCX; 2} 

March 2011 

4

or any Schedule hereto, or a waiver or release of any right to terminate in accordance with Section 5(a) above. Any 

one or more of the Interim Remedies may be exercised at any time and from time to time, in such order and for such 

periods as HSS and/or its affiliates and subsidiaries may determine. 

If, after any Interim Remedy is imposed but before HSS exercises its reserved right to terminate this 

Agreement (as provided above), Customer completely cures to HSS’s satisfaction the subject default, then HSS may 

either elect to terminate this Agreement despite Customer’s untimely cure, or, at HSS’s sole option, elect not to 

terminate this Agreement; if the latter, HSS will withdraw the Interim Remedy on a going-forward basis. 

(f) The remedies provided in this Section 5 are cumulative and in addition to all other rights and remedies 

available to HSS and/or its affiliates and subsidiaries by contract, at law or in equity, and no liability whatsoever shall 

accrue to any of them by reason of exercise of any such rights or remedies or the consequences thereof. 

6. Price Change, Delivery Expense, Taxes and Payment in U.S. Dollars. 

(a) All Authorized Equipment and Certified Third Party Software to be purchased, leased, or sublicensed is 

contingent upon availability, and the price is subject to change by the manufacturer, the licensor or the 

Preferred Retailer. 

(b) Unless specified otherwise herein, Customer hereby assumes the expense of delivery and in-transit 

insurance for the Authorized Equipment. 

(c) Unless otherwise provided in the Agreement, all fees, costs, charges and any other amounts payable by 

Customer to HSS or to any Preferred Retailer, Preferred Lessor or Preferred Services Provider pursuant to the 

terms of this Agreement shall be exclusive of any and all withholding, sales, use, property, excise, gross 

receipts, consumption, VAT and other similar country, federal, state, municipal or local taxes or duties, levies, 

fees and assessments of whatsoever nature (collectively, “Taxes”). Customer shall pay all Taxes resulting 

from this Agreement, including but not limited to, the provision of Authorized Equipment, the license or 

sublicense of Proprietary Software or Certified Third Party Software, or the provision of services. If Customer 

is required by any applicable law to make any deduction or withholding on account of Taxes or otherwise from 

any payment payable to HSS or any Preferred Retailer, Preferred Lessor or Preferred Services Provider under 

this Agreement, Customer shall, together with such payment, pay such additional amount as will ensure that 

HSS or any of such other entities receives a net amount (free from any deduction or withholding in respect of 

such additional amount itself) free and clear of any such Taxes or other deductions or withholdings and equal 

to the full amount which HSS or any such other entities would otherwise have received if no such Taxes or 

other deductions or withholdings had been required. HSS or the appropriate Preferred Retailer, Preferred 

Lessor or Preferred Services Provider may, where appropriate, provide an invoice to Customer for Taxes, 

deductions or withholdings that were deducted or withheld from any payment made to HSS or any other 

entities under this Agreement, which invoice Customer must promptly pay. Promptly after payment of Taxes, 

Customer shall forward the following to HSS: (1) copies of official receipts or other evidence reasonably 

satisfactory to HSS showing the full amount of Taxes and/or any other deduction or withholding that has been 

paid to the relevant tax authority; and (2) a statement in English (in a form HSS requires) listing the full amount 

of Taxes and/or any other deduction or withholding that has been paid in local currency and U.S. Dollars. 

Such tax receipts and statements should be sent to: Withholding Tax Coordinator, Corporate Tax Department, 

Hilton Worldwide, Inc., 755 Crossover Lane, Memphis, TN 38117, or at such other address that HSS may 

designate to Customer. 

(d) Unless otherwise specified by HSS in writing, Customer shall make all payments in United States dollars 

to HSS or any other entity designated by HSS. 

7. Precedence. The terms and conditions of Customer’s use of the Information System shall be governed 

exclusively by this Agreement, notwithstanding the terms of any product order that may be submitted by Customer to 

HSS. In the event of any inconsistency between this Agreement and any product order or similar document submitted 

by or on behalf of Customer to HSS, or in the event of any additional terms contained in any such product order or 

similar document submitted by or on behalf of Customer to HSS, the terms of this Agreement shall control, and any 

additional or inconsistent terms contained in any such order or other document shall be deemed stricken from such 

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5

order unless specifically and expressly agreed to in writing by an authorized officer of HSS. To the extent of any 

inconsistent terms and conditions between the Schedules attached hereto and these terms and conditions, the terms 

and conditions of the attached Schedules shall control. In the event of any conflict between the terms of this 

Agreement and the terms of the Brand Agreements (including the Standards and/or Operating Manual(s) (the 

“Standards Manuals”), the terms of the Brand Agreements shall govern. 

8. Software. HSS shall provide Customer with copies of certain Proprietary Software listed on Schedule A attached 

hereto and, in HSS’s sole discretion, license or sublicense certain Certified Third Party Software described in this 

Agreement (collectively, the “Software”) and install the Software on the Authorized Equipment on Schedule D. 

Installation shall be deemed complete upon certification by the installer that the Software has been properly installed. 

With respect to the Certified Third Party Software licensed or sublicensed hereunder, Customer’s rights shall be 

governed by any terms and conditions attached to or specified on Schedule G and by any such third party software 

vendor’s standard license agreement. Customer may be required to execute a separate license agreement directly 

with one or more of such third party software vendors. With respect to the Microsoft software, Customer’s license shall 

also be governed by the Microsoft Participation Agreement attached hereto as Schedule F. With respect to the 

Proprietary Software licensed hereunder to Customer and with respect to any Certified Third Party Software licensed 

or sublicensed hereunder, for which there is no standard or separate third party vendor software license agreement 

attached to or specified herein, the terms of Customer’s software license (the “Software License”) shall be as follows: 

(a) The Software License shall be personal, non-exclusive and non-transferable. 

(b) The Proprietary Software and the Certified Third Party Software may be used by Customer solely on the 

Authorized Equipment and solely for Customer’s own internal hotel operations relating to the management of 

its hotel and/or resort and for its guest and ancillary services at Customer’s Site listed on page 1 hereof. 

Except for a single program copy of Certified Third Party Software which may be maintained by Customer 

solely for archival back-up purposes, Customer shall not reproduce the Proprietary Software, the Certified 

Third Party Software or any related documentation. Customer shall not reverse assemble, reverse compile or 

otherwise attempt to reverse engineer any of the Proprietary Software or any of the Certified Third Party 

Software. 

(c) Customer shall not permit any of the Proprietary Software or Certified Third Party Software to be accessed 

by or used on any equipment other than the Authorized Equipment. 

(d) Recognizing the confidential and proprietary nature of the Proprietary Software and the Certified Third 

Party Software, Customer agrees to maintain such software in confidence and not to disclose any of such 

software or related documentation to any third party nor permit such software and related documentation to be 

used or accessed by anyone other than Customer’s employees. Customer shall not be provided machine 

readable object code or source code. 

(e) No legal or equitable title to or ownership of any of the Proprietary Software or any of the Certified Third 

Party Software or any proprietary rights therein are transferred to Customer hereunder other than the limited 

Software License specified herein. 

(f) Unless otherwise specified in this Agreement, the initial term of the Software License granted to Customer 

with respect to any of the Proprietary Software or the Certified Third Party Software shall be three (3) years 

from the Effective Date of this Agreement. Thereafter, this Software License shall be automatically extended 

by HSS for additional three (3) year terms, unless HSS notifies Customer to the contrary. 

9. No Warranties/Limited Warranties. 

(a) HSS MAKES NO WARRANTIES AS TO ANY CERTIFIED THIRD PARTY SOFTWARE, ANY 

AUTHORIZED EQUIPMENT OR TO ANY SERVICES PROVIDED BY THE PREFERRED SERVICES 

PROVIDERS. THE SOLE WARRANTIES PROVIDED TO CUSTOMER, IF ANY, WITH RESPECT TO THE 

CERTIFIED THIRD PARTY SOFTWARE, AUTHORIZED EQUIPMENT OR SERVICES PROVIDED BY THE 

PREFERRED SERVICES PROVIDERS ARE PROVIDED BY THE APPLICABLE THIRD PARTY VENDOR 

PURSUANT TO A WRITTEN WARRANTY, IF ANY, PROVIDED TO CUSTOMER BY SUCH THIRD PARTY 

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VENDOR. IN THE EVENT CUSTOMER NOTIFIES HSS OF ANY CONDITION WHICH CUSTOMER 

BELIEVES CONSTITUTES A BREACH OF ANY WARRANTY PROVIDED BY A THIRD PARTY VENDOR, 

HSS SHALL, UPON CUSTOMER’S REQUEST, PROVIDE REASONABLE COOPERATION AND 

ASSISTANCE IN NOTIFYING SUCH THIRD PARTY VENDOR OF SUCH CONDITION AND IN URGING 

SUCH THIRD PARTY VENDOR TO CORRECT SUCH CONDITION. 

(b) PROVIDED THAT CUSTOMER NEITHER ATTACHES NOR USES THIRD PARTY EQUIPMENT 

AND/OR INTERFACES WITH THE AUTHORIZED EQUIPMENT WHICH HAVE NOT BEEN CERTIFIED BY 

HSS AS MEETING HSS’s SPECIFICATIONS NOR INSTALLS OTHER THIRD PARTY SOFTWARE OR NON- 

HSS PROPRIETARY SOFTWARE ON THE EQUIPMENT, HSS REPRESENTS AND WARRANTS THAT THE 

AUTHORIZED EQUIPMENT LISTED ON SCHEDULE D WILL RUN THE PROPRIETARY SOFTWARE 

PURSUANT TO THE TERMS HEREOF. HSS’s OBLIGATIONS HEREUNDER SHALL NOT APPLY TO ANY 

ERRORS, DEFECTS OR PROBLEMS CAUSED IN WHOLE OR IN PART BY (i) ANY MODIFICATIONS OR 

ENHANCEMENTS MADE TO ANY OF THE PROPRIETARY SOFTWARE OR THE CERTIFIED THIRD 

PARTY SOFTWARE BY CUSTOMER OR ANY THIRD PERSON OR ENTITY OTHER THAN HSS; (ii) ANY 

SOFTWARE PROGRAM, EQUIPMENT, FIRMWARE, PERIPHERAL OR COMMUNICATION DEVICE USED 

IN CONNECTION WITH THE AUTHORIZED EQUIPMENT OR THE PROPRIETARY SOFTWARE WHICH 

WAS NOT APPROVED IN ADVANCE IN WRITING BY HSS; (iii) THE FAILURE OF CUSTOMER TO 

FOLLOW THE MOST CURRENT INSTRUCTIONS PROMULGATED BY HSS OR ANY THIRD PARTY 

VENDOR FROM TIME TO TIME WITH RESPECT TO THE PROPER USE OF THE INFORMATION 

SYSTEM; (iv) ANY DEFECT OR FAILURE TO OPERATE IN ACCORDANCE WITH MANUFACTURER’S, 

DISTRIBUTOR’S OR PUBLISHER’S SPECIFICATIONS THEREFORE OF ANY AUTHORIZED EQUIPMENT 

OR CERTIFIED THIRD PARTY SOFTWARE; (v) THE FAILURE OF CUSTOMER TO SCHEDULE REGULAR 

PREVENTIVE MAINTENANCE IN ACCORDANCE WITH STANDARD HSS PROCEDURES; (vi) FORCES 

OR SUPPLIES EXTERNAL TO THE INFORMATION SYSTEM, INCLUDING WITHOUT LIMITATION THOSE 

REASONS SET FORTH IN THE FORCE MAJEURE SECTION BELOW; (vii) THE NEGLIGENCE OF 

CUSTOMER OR ANY OTHER THIRD PERSON OR ENTITY. ANY CORRECTIONS PERFORMED BY HSS 

FOR ANY SUCH ERRORS, DIFFICULTIES, OR DEFECTS SHALL BE FIXED, IN HSS’s SOLE DISCRETION, 

AT HSS’s THEN CURRENT TIME AND MATERIAL CHARGES. HSS SHALL BE UNDER NO OBLIGATION, 

HOWEVER, TO FIX ANY SUCH CUSTOMER OR EXTERNALLY CAUSED ERRORS, DEFECTS OR 

PROBLEMS. 

(c) EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 9, HSS DISCLAIMS ALL EXPRESS OR 

IMPLIED WARRANTIES WITH RESPECT TO THE INFORMATION SYSTEM, INCLUDING, BUT NOT 

LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR 

PURPOSE, TITLE, NONINFRINGEMENT, DESIGN, ACCURACY, CAPABILITY, SUFFICIENCY, 

SUITABILITY, CAPACITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY, OR ARISING FROM 

COURSE OF DEALING OR COURSE OF PERFORMANCE. HSS DOES NOT WARRANT THAT THE 

INFORMATION SYSTEM OR THE SERVICES PROVIDED HEREUNDER WILL BE CONTINUOUSLY 

AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE 

INFORMATION SYSTEM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR WILL 

BE ACCURATE OR COMPLETE. HSS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS 

REGARDING THE USE OF, OR THE RESULTS OF, THE INFORMATION SYSTEM IN TERMS OF ITS 

CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE PROVISIONS OF THIS SECTION 9 

STATE THE ENTIRE LIABILITY OF HSS AND THE SOLE AND EXCLUSIVE REMEDIES OF CUSTOMER 

FOR ANY BREACH OF ANY WARRANTY FOR THE INFORMATION SYSTEM OR SERVICES PROVIDED 

PURSUANT TO THIS AGREEMENT. 

10. Proprietary Rights Notices. Customer shall not remove or obscure any copyright, trademark or confidentiality 

notices or marks affixed to any Software. 

11. Infringement Claims. 

(a) HSS shall not be liable in connection with any claim of infringement of intellectual property rights, including, 

but not limited to, copyright, patent, trade secret, trademark, service marks, trade names, trade dress, logos, 

artist rights, droit moral, privacy, publicity or rights under other intellectual property laws (collectively, 

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“Intellectual Property Rights”) if Customer has modified any of the Proprietary Software or the Certified Third 

Party Software, combined any such software or related material with or into any other programs, data, devices, 

components or applications and such infringement would not have occurred without such modification or 

combination. Further, HSS shall have no liability hereunder if such liability arose or was incurred in whole or in 

part because of any access, use, copying, distribution, modification or other exploitation of the Information 

System beyond the scope permitted under this Agreement. 

(b) Pursuant to Title 17, United States Code, Section 512(c)(2), if Customer receives notice of a claimed 

copyright infringement (or other Intellectual Property Right infringement), Customer shall promptly submit a 

notification (in accordance with Title, 17, United States Code, Section 512(c)(3)) to the following Designated 

Agent (or any other individual hereinafter designated by HSS): 

Service Provider(s): Hilton Worldwide, Inc. 

Name of Agent Designated to Receive Notification of Claimed Infringement: Barbara L. Arnold 

Full Address of Designated Agent to Which Notification Should be Sent: Hilton Worldwide, Inc., Legal 

Department, 755 Crossover Lane, Memphis, Tennessee 38117 

Telephone Number of Designated Agent: (901) 374-5099 

Email Address of Designated Agent: Barbara.Arnold@Hilton.Com 

If Customer has not received a notice of an Intellectual Property Right infringement but believes that 

Customer’s data or other files accessed, used, saved, stored or backed-up on the Information System 

infringes any Intellectual Property Rights, Customer shall promptly notify the Designated Agent listed above. 

12. Additional Services. Any services provided by HSS to Customer at Customer’s request in addition to the 

services which HSS is obligated to perform pursuant to the express terms of Schedule A (the “Additional Services”) 

shall be billed to Customer by HSS at its standard rates then in effect or as otherwise agreed in writing by HSS and 

Customer and shall be due and payable by Customer within fifteen (15) days from the date of invoice. 

13. Limitations of Liability and Exclusions of Damages. 

(a) THE REMEDIES EXPRESSLY PROVIDED IN THIS AGREEMENT CONSTITUTE CUSTOMER’S SOLE 

AND EXCLUSIVE REMEDIES. IN NO EVENT SHALL HSS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, 

CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR 

LOSS OF USE, LOST PROFITS OR LOSS OF DATA OR INFORMATION OF ANY KIND, ARISING OUT OF 

OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT HSS HAS BEEN ADVISED OF THE 

POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL HSS’s LIABILITY TO CUSTOMER 

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR 

OTHERWISE, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO HSS UNDER THIS 

AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THAT THE 

CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY FIRST ACCRUES. 

(b) CUSTOMER ACKNOWLEDGES THAT ITS USE OF THE INFORMATION SYSTEM, INCLUDING, BUT 

NOT LIMITED TO, THE USE, SAVING, STORING OR BACKUP OF CUSTOMER’S DATA AND OTHER 

FILES RELATING TO CUSTOMER’S OPERATION, AND/OR CERTAIN OTHER CUSTOMER DATA AND 

FILES AS MAY BE UTILIZED ON THE INFORMATION SYSTEM IS NOT WITHOUT RISK AS TO 

LIMITATIONS, FAILURE AND/OR INTERRUPTION. FOR INSTANCE, THERE COULD BE A FAILURE OR 

INTERRUPTION OF CUSTOMER’S ACCESS TO OR ANY USE OF THE INFORMATION SYSTEM FOR AN 

INDETERMINATE PERIOD OF TIME DEPENDING UPON THE NATURE AND SEVERITY OF THE EVENT 

CAUSING THE FAILURE OR INTERRUPTION. HSS IS NOT RESPONSIBLE FOR INCORRECT OR 

INACCURATE ENTRY INFORMATION, OR DESTROYED, IMPAIRED OR LOST DATA, WHETHER 

CAUSED BY CUSTOMER OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR 

UTILIZED IN THE INFORMATION SYSTEM OR BY ANY TECHNICAL OR HUMAN ERROR WHICH MAY 

OCCUR IN THE PROCESSING OF ANY INFORMATION RELATED TO THE INFORMATION SYSTEM. 

CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT NEITHER HSS NOR ANY SUCH THIRD 

PARTY PROVIDER SHALL BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY DELAYS, 

FAILURES, OR INTERRUPTIONS IN THE ACCESS TO OR ANY USE OF THE INFORMATION SYSTEM 

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DUE TO, BUT NOT LIMITED TO, THE REASONS SET FORTH IN THE FORCE MAJEURE SECTION 

BELOW. 

(c ) HSS RESERVES THE RIGHT FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, CUSTOMER’S 

FAILURE TO COMPLY WITH THE INFORMATION SYSTEM’S USE REGULATIONS, RULES AND 

POLICIES, TO TEMPORARILY BAR ACCESS OF CUSTOMER TO THE INFORMATION SYSTEM AND/OR 

TO TEMPORARILY OR PERMANENTLY REMOVE ANY OR ALL DATA OR OTHER FILES. IF HSS OR THE 

THIRD PARTY PROVIDER HEREUNDER DETERMINES or receives notice THAT CUSTOMER’S NETWORK 

CONNECTION, SOFTWARE, EQUIPMENT OR FILES MAY INFECT THE INFORMATION SYSTEM WITH A 

VIRUS, THAT INTERNET ACCESS BY THE CUSTOMER OR CUSTOMER’S ACCESS TO OR USE OF THE 

INFORMATION SYSTEM IS IN VIOLATION OF THE APPLICABLE ACCEPTABLE USE POLICY 

GOVERNING USE OF the INTERNET SERVICE PROVIDER’S SERVICES (“aUP”), THE DIGITAL 

MILLENNIUM COPYRIGHT ACT (THE “dmca”) OR OTHER GOVERNMENTAL LAW OR REGULATION OR 

THAT CUSTOMER’S NETWORK CONNECTION, SOFTWARE, EQUIPMENT OR FILES MAY CAUSE HARM 

TO or disrupt the INFORMATION SYSTEM. HSS AND THE THIRD PARTY PROVIDER SHALL NOT BE 

LIABLE FOR ANY INCONVENIENCE OR DISRUPTION TO THE CUSTOMER CAUSED BY SUCH 

MEASURES. 

(d) ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. §§ 2701–2711): HSS MAKES NO 

GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY DATA OR OTHER FILES TRANSMITTED ON 

OR THROUGH THE INFORMATION SYSTEM. HSS WILL NOT BE LIABLE FOR THE PRIVACY OF ANY 

DATA OR OTHER FILES TRANSMITTED ON OR THROUGH THE INFORMATION SYSTEM. 

(e) HSS MAY INFORM GOVERNMENTAL AUTHORITIES OR INTERESTED THIRD PARTIES IF HSS 

SUSPECTS, BELIEVES OR RECEIVES NOTICE THAT CUSTOMER’S DATA OR OTHER FILES CONTAIN 

LEGALLY PROHIBITED INFORMATION OR ARE BEING USED FOR ILLEGAL PURPOSES. CUSTOMER 

ACKNOWLEDGES THAT HSS OR THE THIRD PARTY PROVIDER MAY MONITOR AND REVIEW STORED 

DATA AND OTHER FILES WITHOUT RESTRICTION AND CUSTOMER HEREBY ACKNOWLEDGES AND 

CONSENTS TO SUCH MONITORING. CUSTOMER ALSO ACKNOWLEDGES THAT HSS OR THE THIRD 

PARTY PROVIDER MAY NEED TO RELEASE CUSTOMER’S DATA OR OTHER FILES WHEN HSS OR 

THE THIRD PARTY PROVIDER BELIEVES IT MUST DO SO IN ORDER TO COMPLY WITH A LAW, 

SUBPOENA, WARRANT, ORDER OR REGULATION ARISING FROM LITIGANTS, LAW ENFORCEMENT, 

COURTS AND OTHER GOVERNMENTAL AGENCIES. NEITHER HSS NOR THE THIRD PARTY 

PROVIDER SHALL BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY SUCH ACTIONS TAKEN BY 

HSS OR THE THIRD PARTY PROVIDER. 

14. Limitations on Actions. No action, regardless of form, arising out of the transactions under this Agreement, other 

than an action for nonpayment, or for billing errors may be brought by either party hereto more than one (1) year after 

the cause of action has occurred. 

15. Third Party Claims. The Released Parties, as defined in Section 16, shall have no liability to third parties for 

any claims, losses or damages of any type whatsoever arising out of or in any way related to the access to or any use 

of the Information System, or, without limitation, any of the other products or services provided under this Agreement 

or the Schedules attached hereto. Customer shall be responsible for, and Customer agrees to indemnify the Released 

Parties and hold them harmless from and with respect to, any loss or damage (including without limitation attorneys’ 

fees, costs and expenses) which arise out of Customer’s access to or any use of the Information System or any of the 

other products or services provided under this Agreement or the Schedules attached hereto, including, but not limited 

to, infringement of any Intellectual Property Rights. 

16. Estoppel and Release. Customer hereby (i) certifies to HSS and its subsidiaries and affiliates that this 

Agreement, the Master Agreements and all other agreements relating to Customer’s Site listed on page 1, (collectively, 

the “Agreements”) are each in full force and effect, and no default, claim, breach, offset, defense to full and strict 

enforcement, waiver or estoppel (collectively, a “Claim”), or condition that could with the passage of time, giving of 

notice or otherwise become a Claim, currently exists or has existed against HSS or its subsidiaries or affiliates under 

the Agreements; (ii) fully and forever releases, discharges, and agrees to indemnify, defend, and hold harmless HSS 

and its subsidiaries and affiliates and each of their respective former and present owners, and each of such entities’ 

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officers, employees, directors, shareholders, alter egos, affiliates, partners, representatives, agents, attorneys, 

successors and assigns (collectively, the “Released Parties”), from any and all Claims, demands, liens, actions, suits, 

causes of action, obligations, controversies, debts, costs, attorneys’ fees, expenses, damages, judgments, orders, and 

liabilities of whatever kind or nature in law, equity, or otherwise, whether now known or suspected which have existed 

or may have existed, or which do exist or which hereafter can, shall or may exist, based on any facts, events, or 

omissions occurring from any time on or prior to the execution of this Agreement which arise out of, concern, pertain, 

or relate in any way to the Agreements (the “Released Claims”). Customer acknowledges that there is a possibility 

that subsequent to the execution of this Agreement, Customer will discover facts or incur or suffer claims which were 

unknown or unsuspected at the time this Agreement was executed, and which if known by Customer at that time may 

have materially affected Customer’s decision to execute this Agreement. Customer hereby acknowledges and agrees 

that by reason of this Agreement and the release contained in this Agreement, it is assuming any risk of such unknown 

facts and such unknown and unsuspected claims. Customer has been advised of the existence of Section 1542 of the 

California Civil Code (“Section 1542”), which provides: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR 

SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM 

MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. 

Notwithstanding such provision, this release shall constitute a full release in accordance with its terms. Customer 

knowingly and voluntarily waives the provision of Section 1542, as well as any other statute, law, or rule of similar 

effect (or in any state having similar statutes governing releases). In connection with such waiver and relinquishment, 

Customer hereby acknowledges it is aware that it may hereafter discover claims presently unknown or unsuspected, or 

facts in addition to or different from those which it now knows or believes to be true with respect to the matters 

released herein. Nevertheless, it is the intention of Customer, through this Agreement, and with the advice of its 

counsel, to fully and finally settle and release all such matters, and all claims relative thereto, which do now exist, may 

exist or have existed between and among the parties hereto. Customer hereby acknowledges that it has been advised 

by its legal counsel and understands and acknowledges the significance and consequences of this release and of this 

specific waiver of Section 1542 and other such laws. 

17. Entire Agreement/Prior Agreements. This Agreement and the Schedules attached hereto constitute the entire 

understanding and agreement between Customer and HSS with respect to the transactions contemplated herein and, 

except for the Brand Agreements as noted in Section 7, supersede any and all prior or contemporaneous oral or 

written communications with respect to the subject matter hereof. No other agreements, covenants, representations or 

warranties, express or implied, oral or written, have been made by either party to the other with respect to the subject 

matter hereunder. There being no expectations to the contrary between the parties hereto, no usage of trade or other 

regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement or alter 

in any manner any express terms of this Agreement or the Schedules attached hereto. Neither this Agreement nor the 

Schedules attached hereto shall be modified, amended or in any way altered except by an instrument in writing signed 

by an authorized representative of HSS and by an authorized representative of Customer. Without limiting the 

generality of the foregoing, this Agreement supersedes and terminates any prior or existing HMS, HPMS1, HPMS2, 

System 21® and Hilton Information Technology System Agreements. Nothing in this Section 17 disclaims any 

representation made in the Franchise Disclosure Document provided to the Customer. 

18. Cumulative Remedies. No remedy available to HSS hereunder or relating hereto shall be exclusive of any other 

remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy 

hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No waiver of any provision of this 

Agreement or any Schedule attached hereto or any rights or obligations of either party hereunder shall be effective, 

except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall 

be effective only in the specific instance and for the specific purpose stated in such writing. 

19. Force Majeure. Neither HSS, the Preferred Retailer, the Preferred Lessor nor the Preferred Services Provider 

shall be responsible for delays or failures in performance hereunder resulting from any act of God, fire, flood, lightning 

strikes, tornadoes, earthquakes or other disasters, riots, civil commotion, terrorism, acts of war, labor disputes, strikes, 

lockouts, epidemics, governmental regulations imposed after the fact, network failure, communication line, power, air 

conditioning or humidity control failures, or any other occurrence beyond their reasonable control. 

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20. Severability. If any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the 

remainder of this Agreement shall remain valid and enforceable according to its terms. Without limiting the foregoing, 

it is expressly understood and agreed that each and every provision of this Agreement and the Schedules attached 

hereto which provide for a limitation of liability, disclaimer of warranties, or exclusion or limitation of damages or other 

remedies is intended by the parties to be severable and independent of any other provision and to be enforced as 

such. Further, it is expressly understood and agreed that if any remedy hereunder is determined to have failed of its 

essential purpose, all limitations of liability and exclusions of damages or other remedies set forth herein shall remain 

in effect. 

21. No Joint Venture. Nothing contained herein shall be deemed or construed as creating a joint venture or 

partnership between HSS and Customer. Neither party is, by virtue of this Agreement, authorized as an agent or legal 

representative of the other. 

22. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors 

and assigns permitted hereunder. Customer understands and acknowledges that HSS anticipates that it may arrange 

for one or more third parties to provide certain services which HSS is obligated to provide to Customer hereunder. 

Customer further expressly agrees that HSS may assign or transfer this Agreement and/or any of its rights and duties 

hereunder to any parent, subsidiary or affiliated entity or any entity which acquires all or substantially all of HSS’s 

operating assets, or into which HSS is merged or reorganized pursuant to any plan of merger or reorganization. 

Customer shall not have the right or power to assign or transfer this Agreement or any interest herein without HSS’s 

prior written consent, which consent may be withheld in the sole and absolute exercise of HSS’s discretion. 

23. Counterparts. This Agreement may be executed in one or more counterparts each of which shall constitute one 

and the same instrument. 

24. Applicable Law, Consent to Jurisdiction, Equitable Relief and Waiver of Jury Trial. This Agreement shall be 

governed by, and shall be construed, interpreted and enforced in accordance with, the laws of the State of New York. 

The parties to this Agreement agree that any claim, suit, action or proceeding, brought by either party, arising 

out of or relating to this Agreement or the relationships created hereby, any breach of this Agreement, and any and all 

disputes between HSS and Customer, whether sounding in contract, tort or otherwise, shall be submitted for 

adjudication exclusively in the U.S. District Court for the Eastern District of Virginia, in Alexandria, Virginia or if that 

court lacks subject matter jurisdiction, then in a court of competent jurisdiction whose jurisdiction includes Fairfax 

County, Virginia. Each party: (i) waives any objection which it may have that such court is not a convenient forum for 

any such adjudication; (ii) agrees and consents to the personal jurisdiction of such court ; and (iii) agrees that process 

issued out of such court or in accordance with the rules of practice of such court shall be properly served if served 

personally or served by certified mail or other form of substituted service as provided under the rules of practice of 

such court. 

The parties hereto acknowledge and agree that any party’s remedy at law for any breach or threatened breach 

of this Agreement which relates to requiring that the breaching party take any action or refrain from taking any action 

would be inadequate and such breach or threatened breach shall be per se deemed as causing irreparable harm to 

such party. Therefore, in the event of such breach or threatened breach, the parties hereto agree that in addition to 

any available remedy at law, including but not limited to monetary damages, an aggrieved party shall be entitled to 

obtain equitable relief in the form of specific enforcement, temporary restraining order, temporary or permanent 

injunction, or any other equitable remedy that may then be available to the aggrieved party. 

Should venue be rejected by the U.S. District Court for the Eastern District of Virginia, in Alexandria, Virginia or 

a court of competent jurisdiction in Fairfax County, Virginia, then any litigation arising out of or related to this 

Agreement or the relationships created hereby, any breach of this Agreement, and any and all disputes between HSS 

and Customer, whether sounding in contract, tort, or otherwise, will instead be submitted to and resolved exclusively 

by a court of competent jurisdiction located in the City and State of New York, New York. Customer agrees and 

consents to such personal jurisdiction and venue in this substitute jurisdiction and waives and agrees never to assert, 

move or otherwise claim that this substitute venue is for any reason improper, inconvenient, prejudicial or otherwise 

inappropriate (including asserting any claim under the judicial doctrine of forum non conveniens). 

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TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF 

THE RELATIONSHIP BETWEEN THEM (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH 

LITIGATION), ALL THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY. THIS WAIVER WILL APPLY TO 

ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING CLAIMS 

RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE 

OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, 

AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN 

OR AMONG HSS AND CUSTOMER OR BETWEEN OR AMONG ANY OF THEIR OWNERS, AFFILIATES, 

OFFICERS, EMPLOYEES OR AGENTS. 

25. Attorneys’ Fees. In the event of any suit, action or proceeding arising out of or relating to this Agreement or the 

transactions contemplated hereby, the prevailing party thereunder shall be entitled to recover reasonable attorneys’ 

and paralegals’ fees (for negotiations, trials, appeals and collection efforts) and court costs incurred in connection 

therewith in addition to any other relief to which such party may be entitled. The prevailing party shall be the party that 

prevails on its claim whether or not an award or judgment is entered in its favor. 

26. No Reproduction. Customer acknowledges that the Proprietary Software (excluding any third party software 

used in operating the Information System) comprising the Information System is subject to certain Intellectual Property 

Rights owned or held by HSS and/or its affiliates or subsidiaries and that the information contained therein is 

proprietary to HSS and/or its affiliates or subsidiaries. Customer agrees not to reproduce, nor duplicate, nor reuse, in 

whole or in part, any Software, documentation or materials comprising the Information System in any manner (whether 

directly or in creating a new use or otherwise) without the prior written consent of HSS. This prohibition against 

reproduction also applies to the duplication and/or transmission of any related materials supplied by HSS. 

27. Confidentiality. 

(a) Customer shall maintain the confidential nature of the information contained in the materials which are 

provided for its use at the Customer’s Site (the “Site”) also referred to herein as Customer’s Hotel (the “Hotel”) 

under this Agreement and the Schedules attached hereto. Customer agrees not to provide or otherwise make 

available the Software or documentation comprising the Information System to any person or entity other than 

Customer’s employees at the Site without prior written consent of HSS. Customer further agrees to take all 

reasonable steps and precautions necessary to protect the Information System or any of the software or 

information contained therein from unauthorized use or disclosure by its agents, employees, or other third 

parties. 

(b) Customer hereby represents and warrants that it will not share with nor enter into any agreement or 

understanding with any competitors including any other Hilton hotel (other than a Hilton hotel owned by the 

same owner) to share or exchange information concerning prices, bids, or terms or conditions of sale. 

(c) Customer further agrees that it shall maintain the confidential nature of the information contained in the 

Proprietary Software and the Certified Third Party Software and related materials together with all of the 

information HSS and/or its affiliates and subsidiaries may obtain from Customer or about Customer or about 

the Customer’s Site or its guests under this Agreement, or under any agreement ancillary to this Agreement, 

or otherwise related to this Agreement and agrees that such information is HSS’s and/or its affiliates’ and 

subsidiaries’ proprietary and confidential information. All revenues related thereto will be HSS’s and/or its 

affiliates’ and subsidiaries’ property. However, Customer may at any time during or after the term of this 

Agreement use to the extent lawful and at its sole risk and responsibility any information that Customer 

acquires from third parties in operating Customer’s Site, such as guest data. The information will become 

HSS’s and/or its affiliates’ and subsidiaries’ confidential and proprietary information which HSS and/or its 

affiliates and subsidiaries may use for any reason as it deems necessary or appropriate, in its sole discretion. 

Customer agrees not to provide or otherwise make available any of the information to any person or entity 

other than Customer's employees at Customer’s Site. 

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28. Surviving Obligations. All representations, promises, warranties, and obligations of Customer shall survive the 

termination of this Agreement. In the event that Customer makes improper use of the rights granted herein, the parties 

agree that HSS and/or its affiliates and subsidiaries would suffer irreparable damage and HSS shall have the right to 

obtain an injunction to prevent such misuses and to protect its rights in the Information System, including, but not 

limited to, the Software and the documentation or information contained therein or any use thereof. Such right to 

injunctive relief shall be cumulative and in addition to any other right or remedy at law to which HSS may be entitled. 

In the event HSS shall employ legal counsel to enforce its rights hereunder, HSS shall be entitled, in addition to any 

other damages, to recover reasonable attorneys’ fees and costs. 

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Software Item: 

Proprietary Software 

SCHEDULE A 

INFORMATION SYSTEM SOFTWARE LICENSED / SERVICES PROVIDED 

OnQ® Interface Software: 

Call Accounting 

PBX 

Voice Messaging 

Point Of Sale 

Movie Only Billing 

TV Services (Express Checkout, Movies, etc.) 

Mini-Bar Posting 

Credit Card Authorization & Settlement 

High Speed Internet 

PPIC 

Electronic Key 

Energy Management 

“X” – Denotes requested interfaces 

Documentation Item: 

Implementation 

Site Survey Recap 

OnQ® Proposal 

OnQ® Implementation Guide 

OnQ® Installation Guide 

Training Manuals 

Pre-Conversion Training Material 

Proprietary Software CBT 

Proprietary Software On-line Coach 

Training Item: 

As described below, Customer’s personnel must demonstrate an acceptable level of proficiency in the 

operation of the Information System before Customer will be permitted to implement or use the Information System. 

These are summaries of some current requirements; however, more exact requirements may be set forth in the 

applicable Brand and/or Standards Manual(s) and subject to change by HSS from time to time as set forth in the 

License Agreement and such Manuals. 

Information System Planning Workshop 

In order to assist Customer with acquiring necessary planning information regarding implementation of the 

Information System, HSS periodically conducts implementation training either by telephone or during sessions 

conducted in Memphis. This implementation training is designed to equip the Hotel’s personnel with the skills 

necessary to operate, train employees and plan for implementation of the Information System. Customer’s general 

manager (or HSS approved designee) is required to participate in this training along with other management staff 

(designated by HSS) to begin execution of the plan for implementation of the Information System. 

Hotel Employee Training 

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The Information System currently contains a complete self-paced computer based training (“CBT”) function which each 

employee of the Hotel will use to become proficient in the Information System’s functionality. The management of the 

Hotel is responsible for ensuring that all employees who have responsibilities related to the front desk will be certified 

in the appropriate CBT modules prior to the implementation of the Information System, or within ten (10) days of 

employment, as the case may be. 

Proficiency to be Demonstrated 

Customer’s General Manager (“GM”) shall be certified in the Information System’s operations procedures, or a 

new GM shall become certified within sixty (60) days of assuming the general manager’s position, as the case may be. 

All Hotel staff must successfully complete certification training as a prerequisite to receiving permission from HSS’s 

installation team to complete the implementation of the Information System. A minimum passing score for the General 

Manager or General Manager designee (for hotels over 300 rooms) is eighty percent (80%) with eighty percent (80%) 

for the combined average of the management team and eighty percent (80%) for the combined average of the team 

members who are principal users of the Information System. 

Installation Services Item: 

HSS May Use Third Party Designee to Provide Services Hereunder 

From time to time during the term of the Agreement, HSS may elect to enter into a business relationship with 

one or more third party vendors to provide some or all of the goods and services to be delivered to Customer under the 

provisions of the Agreement. Such services may include, but not be limited to, the procurement and configuration of 

the Authorized Equipment and Certified Third Party Software, the installation of same at the Hotel, and the 

maintenance of the Authorized Equipment and Certified Third Party Software at the Hotel on an ongoing basis 

following installation. Customer agrees to pay invoices rendered by the third party vendors in accordance with the 

terms thereof as if they were rendered directly by HSS, and if Customer fails to do so, it shall be considered a default 

hereunder. At the present time, HSS has entered into an agreement in such capacity to use the Preferred Retailer, 

Preferred Lessor and/or the Preferred Services Provider whose joinder(s) is (are) attached to the Agreement and 

made a part hereof. 

Implementation: 

As set forth in this Schedule A below, HSS (or its designee) will provide certain services for Customer’s 

Authorized Equipment listed on Schedule D and related Certified Third Party Software. These are summaries of some 

current requirements; however, more exact requirements may be set forth in the applicable Brand and/or Standards 

Manual(s) and are subject to change by HSS or HWI or their affiliate or subsidiary from time to time as set forth in the 

License Agreement and such Manuals. 

HSS will provide the services (the “On-Site Services”) of Systems Implementation consultants. The number of 

consultants is to be determined by HSS based upon size and type of the Hotel. The number of consultants on-site at 

the Hotel and the person-days on-site for these consultants are listed on Schedule B – Cost of the Installation 

Services. The number of days will be determined by HSS in its sole discretion. These consultants will: 

(i)work with the Hotel’s management to build the Hotel’s database, including the verification of the proper functioning of 

the Software; 

(ii) provide procedural support for the property management system to the Hotel’s management; 

(iii) work with the Hotel’s management to adapt their use of the Information System to meet the Hotel’s requirements; 

(iv) support the Hotel’s staff in their use of the Information System through the Hotel’s management; 

(v) work with the Hotel’s management to assure that the Hotel has all necessary tools for the implementation of the 

Information System (i.e., Authorized Equipment, Certified Third Party Software, documentation, etc.); 

(vi) install or approve the installation of equipment to meet the requirements of the Hotel, HSS and the manufacturer 

of the Authorized Equipment; 

(vii) work with third party vendors to meet the technical criteria for interface communications; i.e., central reservations, 

call accounting, energy management, pay movies, high speed internet access, etc.; 

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(viii) administer a trial run of the Information System to verify that the front desk staff and audit staff have been trained 

properly (the minimum passing score for the General Manager or General Manager designee (if applicable) is 80%, 

and 80% for the combined average of the management group and primary employee user group); 

(ix) verify that all front desk staff and Hotel’s management have successfully completed the Information System 

Guided Tour & Training; 

(x) identify and address operational problems that involve the Information System; and 

(xi) formulate and present recommendations that maximize efficient use of the Information System. 

Installation 

Whether Customer elects to purchase the Authorized Equipment listed on Schedule D from the Preferred 

Retailer or lease such Authorized Equipment from the Preferred Lessor, HSS (or its designee as the case may be) will 

coordinate the installation of such Authorized Equipment at the Hotel. 

(i) Customer or HSS, in HSS’s discretion, will obtain and maintain throughout the term hereof, at Customer’s 

cost, the necessary communication vehicles (e.g., two dedicated telephone lines, one for direct communication 

between HSS and the Hotel for the purpose of dialing up Customer’s Authorized Equipment to diagnose Information 

System problems and the other to diagnose wide area network trouble), together with such other equipment as is 

reasonably necessary for the operation of the Authorized Equipment, including without limitation, network access 

including wide area network connections to the Central Reservation System and Internet via frame relay and/or dial-up 

connections, routers, and CSU/DSU equipment. Customer shall maintain for the term of this Agreement, at 

Customer’s cost, all necessary communication links, including a modem and dial-up telephone line and a facsimile 

machine or other electronic communications capability mutually acceptable to Customer and HSS. 

(ii) Customer shall make available, at its own expense, prior to the agreed upon installation date a location 

that, in HSS’s opinion, is suitable for installation of such Authorized Equipment. Customer shall furnish any electrical 

connections and dedicated phone lines which may be required by HSS and shall perform and pay for all work, 

including alterations, which in the sole discretion of HSS is necessary to prepare the Hotel for the installation and 

proper operation of the Authorized Equipment. 

(iii) Any delay in shipment and installation of such Authorized Equipment or Certified Third Party Software, 

including delays by communications vendors, Preferred Retailers, Preferred Lessors, Preferred Services Providers or 

any other retailers or lessors, will, for the duration of such delay, excuse any failure of HSS to install the Authorized 

Equipment on or before the agreed upon installation date. However, HSS shall use commercially reasonable efforts to 

require such approved vendors to comply with their service level agreements as to installation and shipment timing for 

Customer’s installation, in accordance with such approved vendor agreements. 

(iv) If Customer elects to purchase such Authorized Equipment from another retailer or lessor, it shall be installed at 

the Hotel on a date mutually agreed to by HSS and Customer following HSS’s (or its designee’s) determination that it 

conforms to HSS’s specifications testing procedures and can be configured with the Software. 

Software Installation 

If Customer purchases the Authorized Equipment listed on Schedule D from HSS or the Preferred Retailer, the 

Preferred Retailer or HSS will install the Software and any related software as described in this Agreement on the 

Authorized Equipment and HSS (or its designees) will complete the installation at the Hotel, as applicable, on the 

agreed upon installation date. If Customer does not purchase such Authorized Equipment from the Preferred Retailer, 

HSS or its designee will install the Software and any related software at such time as HSS designates in writing to 

Customer. The Software may be installed in phases such that one or more Software Modules may be installed and/or 

operational prior to other Software Modules. The Software Modules to be installed shall be as set out above and in 

this Agreement, and Customer hereby agrees to permit the Preferred Retailer or HSS (or their designees) to install any 

and all other Software Modules on the Authorized Equipment in or at the Hotel, as provided for herein. 

If Customer purchases such Authorized Equipment from a retailer other than the Preferred Retailer, Customer 

shall pay for configuring the Authorized Equipment purchased from such retailer, with the Software. The additional 

cost for such configuration shall be as shown on Schedule B. Customer shall also be responsible for shipping and 

shipping related costs to and from HSS or its designee for such configuration. 

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Cost of On-Site Services/Travel Expenses 

The cost of all On-Site Services (including the cost of the Systems Implementation Consultants) are shown on 

Schedule B. In addition to paying the cost of all On-Site Services, Customer shall reimburse HSS for any travel 

expenses incurred by HSS (or its designee), including without limitation, those shown on Schedule B. 

Third Party Interface Testing and Connectivity 

If Customer requires the implementation of any OnQ® Interface software for connectivity to third party systems, 

Customer shall be responsible for any fees assessed by the third party vendors to test and implement the necessary 

connectivity. In addition, Customer will be required to make arrangements with any such third party vendor to provide 

the necessary assistance required to test and to implement the interface connectivity. This assistance requires the 

vendor to be on-site at the time of testing and implementation, unless the third party vendor can perform all necessary 

tasks (as defined by HSS) through a remote connection to the Customer’s third party system. 

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SCHEDULE B 

SYSTEM COST AND PAYMENT TERMS 

Cost of the Software License Fees 

Customer shall pay HSS, Preferred Retailer, Preferred Services Provider or another retailer approved by HSS, a fee 

for the license of each copy of the Proprietary Software and the Certified Third Party Software, licensed or sublicensed 

to Customer by third parties or installed on the Authorized Equipment listed on Schedule D at the Hotel (the “License 

Fee”). The License Fee may be prorated to reflect the installation of some, but not all of the Proprietary Software 

Modules; however, Customer agrees to pay for the License Fees according to the schedule set forth below. 

Proprietary OnQ®Software License $ 

Proprietary OnQ®Interface Software Licenses $ 

OnQ®Virus and CAL Licenses $ 

If additional Hotel guest rooms (or suites) are added or constructed by Customer for Customer's Hotel at any time after 

the Effective Date of the Agreement, Customer will pay the cost of additional License Fees based upon the increase in 

such rooms. Currently, the cost of the License Fees per additional room is $120.00. 

Cost of the Authorized Equipment, Certified Third Party Software and Other Fees 

The cost of the Authorized Equipment, Certified Third Party Software and other fees are shown below. The costs will 

be invoiced to Customer by HSS or by the Preferred Retailer. 

Authorized Equipment (as described in Schedule D) and Certified Third Party 

Software (as listed in Schedule D and described in Schedule G, as applicable) $ 

Kiosk Hardware and Installation Fee $ 

Standard Upgrade Fee $ 

Standard Plus Software License Fees $ 

*Note: The cost to configure equipment obtained by Customer from a non-preferred retailer, to be included here, when 

applicable. 

Cost of Training and Training Manual 

The cost of the Training is shown below. This cost will be invoiced to Customer by HSS or the Preferred Services 

Provider at the same time as it renders its invoice to Customer for the License Fees. Additional costs for training 

replacement general managers or other hotel personnel will be invoiced to Customer prior to such training dates. 

Customer will be responsible for charges incurred for use of Virtual Private network (“VPN”) to access the OnQ® 

training hotel. These costs include fees from HSS’s current VPN access provider, for up to 5,000 minutes of network 

access as well as HSS internal costs for configuration services. VPN access will be terminated for each property at 

the time of hotel opening or live utilization of the Information System. 

Training System Access Fee $ 

There is currently no additional charge for the CBT training modules which are included within the software. 

Information System Planning Workshop $ 

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Sales Skills Training: For the Hampton and Homewood brands (N/A for other brands), attendance is required by 

general manager, assistant general manager, or full-time sales manager within ninety (90) days of employment. 

$ 

General Manager Leadership Program: 

For ES/HH/HIS/HW/DT/DC (N/A for other brands): 

Pre-Opening Materials 

For ES/HH/HIS/HW/DT/DC (N/A for other brands): 

$ 

$ 

Cost of the Installation Services 

The cost of the Services (including the cost of the Systems Implementation Specialists but excluding the cost of any 

services described in any other schedules) is shown below. This cost will be invoiced to Customer by HSS or the 

Preferred Services Provider at the same time as it renders its invoice to Customer for the Proprietary Software. 

Preferred Service Provider Fee: 

(Training Room Network Installation, as applicable) 

(Includes travel expenses) 

$ 

Project Management, Contracting and Sales fee (“PMCS Fee”) $ 

Site Survey (includes travel expenses) $ 

Installation Support Fee $ 

Implementation on-site services: (inclusive of travel for US and PR - 

$ 

Travel expenses to be billed at actual per guidelines below for others) 

Executive Briefing and Change Management $ 

Email Setup Fee: $ 

Hi Tech Fee: $ 

Firewall Equipment and Configuration and/or Converged Network Install $ 

Cost of Travel Expenses/Per Diem/Rescheduling 

Customer shall pay for or promptly reimburse any out-of-pocket travel expenses actually incurred by HSS or any 

vendor hereunder (or their designees), including without limitation: 

round-trip airfare (due to frequent scheduling changes, HSS is often unable to book airline tickets more than 

one week in advance of travel); 

single room accommodations (if the Hotel cannot provide accommodations, comparable accommodations will 

be utilized); 

meals; 

ground transportation (all ground transportation required to get to and from the Hotel as well as transportation 

used during HSS’s representatives’ stay at the Hotel); 

tips; 

taxes; and 

miscellaneous expenses (including phone, internet, laundry, etc.). 

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Promptly following HSS’s providing of the Services, an invoice will be submitted to Customer for HSS’s 

representatives’ out-of-pocket expenses, any additional per diem charges for its representatives (as described in the 

Notes below), any re-scheduling fee, and any additional travel expenses as set forth above, which invoice shall be 

payable within fifteen days of Customer’s receipt of same. 

TOTAL PRICE $ 

*TOTAL PRICE EXCLUDES TAXES, SHIPPING & ANY MONTHLY FEE ITEMS NOTED HEREIN 

Notes: HSS requires that its representatives be on-site for the Hotel’s implementation of the Information System. 

Once HSS’s representatives are on-site, any delays in the Hotel’s implementation will result in additional expense to 

Customer. If HSS’s representatives stay at the Hotel beyond the number of person-days to be provided as set forth 

above, whether on account of a delayed opening caused by Hotel or at Customer’s request, Customer will be required 

to pay HSS (or its designee) currently $700 per representative per day for each such additional day, plus such 

representatives’ additional travel expenses. If a delay in implementation of the Information System caused solely by 

the Hotel necessitates the departure and re-scheduling of HSS’s representatives, in addition to the fee set forth above, 

Customer will be required to pay a re-scheduling fee, currently $2000.00, plus such representatives’ additional travel 

expenses. The re-scheduled date will be determined based on the needs of the Hotel as well as the availability of 

HSS’s representatives. 

If Customer attaches or uses third party equipment and/or interfaces with the Authorized Equipment listed on Schedule 

D which have not been certified or approved by HSS as meeting HSS’s specifications or installs other third party non- 

HSS proprietary software which has not been certified or approved by HSS as meeting HSS’s specifications on the 

equipment, the Information System may need to be reconfigured, and the entire cost of the reconfiguration shall be 

borne by Customer. 

Promptly following HSS’s providing of the Services, if applicable, due to implementation delays or requested 

incremental days on-site, an invoice will be submitted to Customer for HSS’s representatives’ out-of-pocket expenses, 

any additional per diem charges for its representatives, any re-scheduling fee, and any additional travel expenses as 

set forth above, which invoice shall be payable within fifteen days of Customer’s receipt of same. 

Notes: All fees indicated are exclusive of applicable taxes (see Agreement section entitled “Taxes”). Unless otherwise 

specified by HSS in writing, Customer shall make all payments in United States dollars to HSS or any other party 

designated by HSS in its sole discretion. 

Customer shall pay according to the terms of any invoice(s) submitted to Customer therefor, including any provision for 

late charges, the fee for the installation of any telephone line(s) or wide area network connection(s) necessary for 

connection of the Authorized Equipment 

Customer shall purchase and replace, from any source, paper, ribbons and such other operating supplies as shall be 

required for the operation of the Authorized Equipment. 

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SCHEDULE C 

SOFTWARE MAINTENANCE / COST AND PAYMENT TERMS 

1. General. HSS shall provide Customer with maintenance and support for a term of one (1) year (with annual 

renewals at the option of HSS) commencing upon execution hereof, for the Proprietary Software, specifically excluding 

any maintenance and support of any Certified Third Party Software (as described in the Agreement section designated 

“Software”). 

2. Certified Third Party Software Only. Customer understands that the use of any software other than that provided 

by HSS pursuant to this Agreement, unless such additional third party software has been approved in writing by the 

HSS Information Technology Department (collectively “Certified Software”), is not warranted for use on the Authorized 

Equipment, as set forth in Schedule D. In the event Customer uses or installs any third party software other than 

Certified Software on the Authorized Equipment or uses equipment that is not Authorized Equipment, HSS shall have 

no further obligations to provide any software maintenance services to Customer hereunder. 

3. Software Maintenance. 

(a) Customer acknowledges and understands that HSS is unable to modify the Certified Third Party Software. 

With respect to the Certified Third Party Software, HSS does not provide support. In the event Customer 

notifies HSS of any condition which Customer believes constitutes a breach of any warranty provided by a 

third party vendor or a defect in Certified Third Party Software, HSS shall, upon Customer’s request, provide 

reasonable cooperation and assistance in notifying such third party vendor of such condition and in urging 

such third party vendor to correct such condition. 

(b) With respect to the Proprietary Software, provided Customer has paid all software maintenance and other 

fees and satisfied all other obligations under this Agreement and under the License Agreement with HWI or its 

affiliate or subsidiary, HSS shall supply Customer with access to any standard enhancements, improvements, 

updates, and/or modifications to the Proprietary Software generally made available by HSS as options or new 

releases to its Customers which are not charged for separately by HSS as options or new releases. Such 

enhancements, improvements, updates, additions, and/or modifications which are supplied by HSS to 

Customer, and all Intellectual Property Rights therein, shall be HSS’s sole and exclusive property and shall be 

deemed part of the Proprietary Software hereunder and shall be subject to all of the terms and conditions of 

the Agreement. Customer acknowledges and agrees that Customer may be required to purchase some 

enhancements, improvements, updates, and/or modifications to the Proprietary Software which Customer will 

be charged for separately by HSS, as well as additional hardware and/or software in order to utilize certain 

major upgrades or enhancements. 

4. Cooperation. Customer shall provide HSS with all information, data and other required materials necessary for 

HSS to reproduce any problem identified by Customer. Customer shall maintain for the term of this Agreement a 

modem and dial-up telephone line and a facsimile machine or other electronic communication capability mutually 

acceptable to both parties to facilitate HSS’s ability to perform its maintenance services remotely. 

5. Expenses. If service personnel incur travel, lodging, meal, or any other out of pocket expenses in furnishing the 

maintenance services hereunder, Customer shall pay for or promptly reimburse HSS for same, subject to reasonable 

documentation of such expenses. Customer shall also pay for all telephone toll charges incurred in providing 

maintenance and support hereunder. 

6. Exclusions. HSS’s obligations hereunder shall not apply to any errors, defects or problems caused in whole or in 

part by (i) any modifications or enhancements made to any Proprietary Software or Certified Third Party Software by 

Customer or any third person or entity other than HSS; (ii) any software program, hardware, firmware, peripheral or 

communication device used in connection with the Information System which was not approved in advance in writing 

by HSS; (iii) the failure of Customer to follow the most current instructions promulgated by HSS or any third party 

vendor from time to time with respect to the proper use of the Information System; (iv) the failure of Customer to 

schedule regular preventive maintenance in accordance with standard HSS procedures; (v) forces or supplies external 

to the Authorized Equipment, including, without limitation, the reasons set forth in the Force Majeure section of the 

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HITS Agreement; and/or (vi) the negligence of Customer or any other third person or entity. Any corrections 

performed by HSS for any such errors, difficulties, or defects shall be fixed, in HSS’s sole discretion, at HSS’s then 

current time and material charges. HSS shall be under no obligation, however, to fix any such Customer or externally 

caused errors, defects or problems. 

7. Proprietary Rights. Any changes, improvements, additions, and/or modifications to any of the Proprietary 

Software which are licensed by HSS to Customer, and all proprietary rights therein, including without limitation, all 

Intellectual Property Rights, shall be HSS’s sole and exclusive property, and all such software shall be subject to the 

terms and conditions of the Agreement. 

8. Hotline. HSS will provide, in accordance with its customary business practices and procedures, telephone 

customer service support as reflected in this Schedule, for the purposes of receiving reports from Customer regarding 

software malfunctions subject to maintenance hereunder. HSS may attempt, to the extent practical, to resolve any 

reported problems by telephone or by accessing Customer’s equipment remotely. 

9. On-Site Services. In the event HSS is unable to resolve any reported problem by telephone or modem, HSS will 

dispatch service personnel to Customer’s Site for the purpose of providing maintenance services hereunder at HSS’s 

standard rates and charges. 

10. Customer Responsibilities. Customer shall maintain on its staff at all times sufficient personnel that have been 

trained in and are knowledgeable about the use of the Information System in a professional, efficient and competent 

manner. Customer is responsible for maintaining duplicate or back-up copies of its software, data files and 

documentation. HSS shall have no liability for any damages resulting from Customer’s failure to maintain such 

duplicate or back-up copies nor for any costs or expenses of reconstructing any such data or information that may be 

destroyed, impaired or lost. HSS has no obligation to maintain or repair any software other than the Proprietary 

Software, nor to repair or replace any expendable or consumable components such as ribbons, paper, toner 

cartridges, print wheels, drums, batteries, or diskettes. 

11. Cost and Payment Terms. Annual Cost of Software Maintenance $ . Payments will be calculated 

from the Start Date (“Start Date”), which shall be the shipment date of the Authorized Equipment listed on Schedule D 

to Customer’s Hotel. Payable in monthly installments of $ 

. The monthly payment amount will be due 

in advance and will be billed by HSS or its designee. Interest at the then current highest rate allowed by applicable 

state law will be charged for any payments made by Customer after the payment due date (thirty (30) days after 

billing). 

Travel expenses, per diem fees and related costs for any on-site maintenance will be billed separately. 

HSS reserves the right to increase or decrease the Software Maintenance cost on an annual basis to reflect increases 

or decreases in such cost internally and from the Preferred Retailers of such services and to reflect the addition or 

construction of additional guest rooms (or suites) by Customer for Customer's Hotel. 

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SCHEDULE D 

AUTHORIZED EQUIPMENT DESCRIPTION / PURCHASE TERMS AND CONDITIONS 

The term “Authorized Equipment” includes (i) the equipment needed by Customer at Customer’s hotel, as 

determined solely by HSS, for the Customer’s use of the Proprietary Software (the “Network Authorized Equipment”) 

(ii) and any additional equipment authorized by HSS for use at Customer’s hotel, over and above the Network 

Authorized Equipment (the “Standard Plus Equipment”). All Authorized Equipment is listed on this Schedule D. 

Authorized Equipment Purchase 

Except as provided otherwise in this Schedule D, Customer may purchase the Authorized Equipment listed on 

this Schedule D from the Preferred Retailer who may provide a joinder agreement with Customer or from another 

retailer; however, if such Authorized Equipment is obtained from another retailer, it must conform to HSS’s 

specifications. Furthermore, if Customer elects to purchase such Authorized Equipment from a third party other than 

the Preferred Retailer, the file server and work stations must be shipped to HSS or its designee for certification that 

these components comply with HSS’s specifications and testing procedures. The additional cost for such certification 

will be shown on Schedule B. Customer shall also be responsible for the shipping and shipping related costs to and 

from HSS or its designee for such certifications, including without limitation those shown on Schedule B. 

Authorized Equipment As Personal Property/Insurance Requirements 

In addition to any other specific purchase terms required by the Preferred Retailer, the following purchase 

terms and conditions shall apply to any Authorized Equipment obtained from a Preferred Retailer or HSS. The 

Authorized Equipment will be at all times, personal property which shall not, by reason of connection to the Hotel, 

become a fixture or appurtenance to the Hotel, and until such time as Customer or its designated third party pays to 

the Preferred Retailer the total sum for the Authorized Equipment as required hereunder, the Authorized Equipment 

shall remain the property of the Preferred Retailer, and title shall remain with the Preferred Retailer, free from any 

claims of Customer or the holder of any lien or encumbrance on the Hotel and/or any other property of Customer. 

Customer shall maintain fire, extended coverage, vandalism, and malicious mischief insurance on the Authorized 

Equipment in an amount not less than the purchase price of the Authorized Equipment. Said insurance shall name 

HSS as an additional insured. For so long as this obligation remains in effect, Customer shall furnish to HSS a 

certificate of the insurance carrier describing the terms and coverage of the insurance in force, the persons insured, 

and the fact that the coverage may not be canceled, altered or permitted to lapse or expire without thirty (30) days 

advance written notice to HSS. Upon payment in full, title to the Authorized Equipment will vest in the Customer and 

will be free and clear of the above requirements relating to insurance and of all of the Preferred Retailer’s liens, claims 

and encumbrances and the Authorized Equipment will become the sole property of Customer. Customer assumes the 

expense of delivery and in-transit insurance for the Authorized Equipment. 

AUTHORIZED EQUIPMENT 

NETWORK AUTHORIZED (PROGRAM FUNDED) EQUIPMENT: 

STANDARD PLUS (HOTEL FUNDED) EQUIPMENT: 

PURCHASE TERMS AND CONDITIONS 

For Purchase Terms and Conditions, see Schedule I, Preferred Retailer Joinder Agreement, and any attachments to 

Schedule I, all of which are incorporated herein by reference. 

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SCHEDULE E 

AUTHORIZED EQUIPMENT MAINTENANCE / COST AND PAYMENT TERMS 

1. Maintenance for the Authorized Equipment. Customer must take all steps necessary to provide all necessary 

maintenance services for the Authorized Equipment listed on Schedule D so that it will receive such maintenance 

services for all such Authorized Equipment throughout the term of this Agreement. Customer may elect to use the 

maintenance company (the Preferred Services Provider or the PSP) with whom HSS has arranged to provide 

maintenance services (“Equipment Maintenance”) for the Authorized Equipment listed on Schedule D provided that 

such Authorized Equipment, if not purchased from the Preferred Retailer, is first certified as being suitable for 

Equipment Maintenance, at the expense of Customer, by either HSS (or its designee) or the PSP. For such services, 

the Customer shall pay as set forth in this Schedule E (the “Maintenance Fees”) and according to the terms of any 

invoice(s) submitted to Customer therefor, including any provision for late charges. If Customer elects to use the PSP 

and Equipment Maintenance is necessary, Customer will notify HSS, which in turn will notify the PSP to dispatch a 

PSP representative. Notwithstanding the foregoing, Customer may elect, subject to HSS’s approval in advance in 

writing, to not provide maintenance services through this Agreement for certain pieces of such Authorized Equipment 

allowed to be used in conjunction with the Information System (“Non-maintained Equipment”). Neither HSS nor the 

Preferred Services Provider shall be responsible for any maintenance or support of Non-maintained Equipment. 

The following Authorized Equipment shall be designated Non-maintained Equipment: 

2. Maintaintenance Fees. The Maintenance Fees are subject to increase or decrease by HSS, in its sole discretion, 

on January 1 of each year during the term of this Agreement or any extension thereof; however, HSS shall not charge 

Customer any Maintenance Fees that are greater than the Maintenance Fees charged to any similarly situated 

Customer (based upon factors determined by HSS in its sole judgment) utilizing equipment substantially similar to the 

Authorized Equipment and pursuant to an agreement which has terms and conditions substantially similar to this 

Agreement. No maintenance fees shall be charged to Customer for any Non-maintained Equipment as described in 

Section 1 above. 

3. Refresh of Authorized Equipment. Under HSS’s Refreshment Program (the “Refreshment Program”), Customer 

will be responsible for and will pay for all fees and costs for the replacement or refreshment of the Authorized 

Equipment listed on Schedule D in HSS’s sole discretion (“Refresh”) on an approximate three (3) year cycle, starting 

approximately three (3) years after the initial shipment of such Authorized Equipment and for the provision of 

maintenance services by the PSP on such refreshed equipment. The terms and conditions of the Authorized 

Equipment maintenance services for such equipment (included in such initial Refresh and included in any additional 

Refresh or Refreshes of Customer’s Authorized Equipment) shall be the same as the terms and conditions of this 

Schedule E, including, but not limited to, the imposition of termination fees as described hereinafter. Customer's 

Refresh will be timed to occur prior to the end of the three (3) year cycle. If Customer fails to meet HSS's timeline for 

such Refresh, including order dates for equipment and software, Customer will be responsible for all fees and costs 

incident to such delay, including, but not limited to, any rent extension costs on Network Authorized Equipment and 

higher fees and costs for equipment maintenance and software maintenance. 

4. Termination. If this Agreement is terminated (or if Customer’s use of the PSP is terminated) prior to the third 

anniversary of the Start Date, which shall be the shipment date of the Authorized Equipment listed on Schedule D to 

Customer’s Hotel, Customer shall pay to HSS a termination fee which is designed to reimburse the PSP and/or HSS in 

part for any one or more of the following: reconfiguration costs, the unamortized fees and costs in the start up and 

provision of maintenance services by the PSP under this Agreement. If such termination occurs during the first year 

following the Start Date, the termination fee shall be in the amount of $3600.00. If such termination occurs during 

subsequent years following such Start Date, the termination fee shall be as follows: 

{000011-002419 00176553.DOCX; 2} 

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24

During second year - $2,600 

During third year - $1,300 

Thereafter - $1,200 

Provided, however, if this Agreement is terminated, or if the Customer’s use of the PSP is terminated after a 

Customer Refresh of Authorized Equipment listed on Schedule D, the termination fee shall depend upon the period 

elapsed after the Start Date applicable to shipment of such Authorized Equipment for each successive Customer 

Refresh as follows: 

During first year - $3,800 




5. Use of Certified Software Only. Customer understands that use of any software other than the Proprietary 

Software and Certified Third Party Software provided by HSS pursuant to this Agreement, unless such additional third 

party software has been approved in writing by the HSS Information Technology Department, is not warranted for use 

on the Authorized Equipment. In the event Customer uses or installs any third party software other than Certified Third 

Party Software or such approved software on the Authorized Equipment, HSS shall have no further obligations to 

provide any equipment maintenance services to Customer hereunder. 

6. Equipment Maintenance will be provided for Customer’s Hotel located at . 

7. Cost and Payment Terms. Annual Cost of Equipment Maintenance for Authorized Equipment listed on Schedule 

D $ . Payable in monthly installments of $ per month. Payments will be 

calculated from the Start Date. The monthly payment amount will be due in advance and will be billed by HSS or its 

designee. The first invoice will be issued upon the Start Date. Interest at the then current highest rate allowed by 

applicable state law will be charged for any payments made by Customer after the payment due date (thirty (30) days 

after billing). 

Travel expenses, per diem fees and related costs for any on-site maintenance will be billed separately. 

HSS reserves the right to increase or decrease the Equipment Maintenance cost on an annual basis as provided in 

Section 2 above. When certain Authorized Equipment or parts for certain Authorized Equipment are no longer being 

manufactured or reasonably obtainable, HSS or the PSP shall notify Customer of such circumstance and maintenance 

on such Authorized Equipment will no longer be available. After such notice, Customer will no longer be charged for 

maintenance on such Authorized Equipment. 

8. Customer Responsibilities as to Equipment Maintenance. Customer shall maintain on its staff at all times 

sufficient personnel that have been trained in and are knowledgeable about the use of the Information System in a 

professional, efficient and competent manner. Customer is responsible for maintaining duplicate or back-up copies of 

its software, data files and documentation and Certified Third Party Software. Neither HSS nor PSP shall have any 

liability for any damages resulting from Customer’s failure to maintain such copies nor for any costs or expenses of 

reconstructing any data or information that may be destroyed, impaired or lost. Neither HSS nor PSP has any 

obligation to maintain or repair any equipment other than the Authorized Equipment listed on Schedule D, nor to repair 

or replace any cables, cords, expendable or consumable components such as ribbons, paper, toner cartridges, print 

wheels, drums, batteries, or diskettes, whether or not defined as Authorized Equipment. Customer shall not move or 

perform maintenance services on any of such Authorized Equipment without HSS’s or PSP’s prior written consent. 

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25

9. Cooperation. Customer shall provide HSS or PSP with all information, data and other required materials 

necessary to reproduce any problem identified by Customer. Customer shall maintain for the term of this Agreement a 

modem and dial-up telephone line and a facsimile machine or other electronic communication capability mutually 

acceptable to both parties to facilitate the ability to perform the Equipment Maintenance services remotely. 

In some instances, Equipment Maintenance will be provided using a depot program, where Customer ships failed 

Authorized Equipment listed on Schedule D to the depot when Customer receives replacement of such Authorized 

Equipment. If Customer does not ship such failed equipment, Customer will be responsible for any unreturned 

equipment charges billed by HSS, the PSP or the depot program provider. 

10. Expenses. If Equipment Maintenance personnel incur travel, lodging, meal, or any other out of pocket expenses 

in furnishing the services hereunder, Customer shall pay for or promptly reimburse HSS for same, subject to 

reasonable documentation of such expenses. Customer shall also pay for all telephone toll charges incurred in 

providing maintenance and support hereunder. Typical travel expenses include, without limitation, the following: 

round-trip airfare (due to frequent scheduling changes HSS may not be able to purchase airfare more than one 

week in advance of travel); 

single room accommodations (if the Hotel cannot provide accommodations, comparable accommodations will 

be utilized); 

meals; 

ground transportation (all ground transportation required to get to and from the Hotel as well as transportation 

used during PSP’s representatives’ stay at the Hotel); 

tips; 

taxes; and 

miscellaneous expenses (including phone, laundry, etc.). 

11. Exclusions. The obligation of HSS or the PSP to provide Equipment Maintenance hereunder shall not apply to 

any Non-maintained Equipment nor to any errors, defects or problems caused in whole or in part by (i) any 

modifications or enhancements made to any Proprietary Software or Certified Third Party Software by Customer or 

any third person or entity other than HSS or its designee; (ii) any software program, hardware, cables, cords, firmware, 

peripheral or communication device used in connection with the Information System which was not approved in 

advance in writing by HSS; (iii) the failure of Customer to follow the most current instructions promulgated by HSS or 

any third party vendor from time to time with respect to the proper access to or any use of the Information System; (iv) 

the failure of Customer to schedule regular preventive maintenance in accordance with standard HSS procedures; (v) 

any such Authorized Equipment that is non-repairable, taken out of service or for which any such Authorized 

Equipment or parts for same are no longer manufactured or reasonably available (vi) forces or supplies external to 

such Authorized Equipment, including, without limitation, the reasons set forth in the Force Majeure section of the 

HITS Agreement; (vi) the negligence of Customer or any other third person or entity. Any corrections performed by 

HSS for any such errors, difficulties, or defects shall be fixed, in HSS’s or PSP’s discretion, at the then applicable 

current time and material charges. Neither HSS nor the PSP shall be under any obligation, however, to fix any such 

Customer or externally caused errors, defects or problems. 

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Microsoft Enterprise Agreement Number: 8416402 

Microsoft Select Enrollment Number: 62932896 

SCHEDULE F 

PARTICIPATION AGREEMENT 

This Participation Agreement (“Participation Agreement”) is entered into by the party signing below (“you”) for the 

benefit of the Microsoft affiliate (“Microsoft”) and HSS (“HSS” defined as the customer in the agreements with 

Microsoft) and shall be enforceable against you (as the “Customer Affiliate” of HSS) by Microsoft or HSS in 

accordance with its terms. You acknowledge that Microsoft and HSS have entered into the Microsoft Enterprise 

Agreement and/or Microsoft Select Enrollment Agreement referenced above (the “agreements”), under which you 

desire to sublicense certain Microsoft products. As used in this Participation Agreement, the term to “run” a product 

means to copy, install, use, access, display, run or otherwise interact with it. You acknowledge that your right to run a 

copy of any version of any product sublicensed under the agreement is governed by the applicable product use rights 

for the product and version licensed as of the date you first run that copy. Such product use rights will be made 

available to you by HSS or Microsoft, or by publication at a designated site on the World Wide Web, or by some other 

means. Microsoft does not transfer any ownership rights in any licensed product and it reserves all rights not 

expressly granted. 

I. Acknowledgment and Agreement. You hereby acknowledge that you have obtained a copy of the product 

use rights located at http://microsoft.com/licensing/resources/ applicable to the products acquired under the abovereferenced 

agreements; you have read and understood the terms and conditions as they relate to your obligations; and 

you agree to be bound by such terms and conditions, as well as to the following provisions: 

a. Restrictions on use. You may not: 

● 

● 

● 

Separate the components of a product made up of multiple components by running them on different 

computers, by upgrading or downgrading them at different times, or by transferring them separately, except as 

otherwise provided in the product use rights; 

Rent, lease, lend or host products, except where Microsoft agrees by separate agreement; 

Reverse engineer, de-compile or disassemble products or fixes, except to the extent expressly permitted by 

applicable law despite this limitation; 

Products, fixes and service deliverables licensed under this agreement (including any license or services 

agreement incorporating these terms) are subject to U.S. export jurisdiction. You must comply with all domestic 

and international export laws and regulations that apply to the products, fixes and service deliverables. Such laws 

include restrictions on destinations, end-user, and end-use for additional information, see 

http://www.microsoft.com/exporting/. 

b. Limited product warranty. Microsoft warrants that each version of a commercial product will perform 

substantially in accordance with its user documentation. This warranty is valid for a period of one year from the 

date you first run a copy of the version. To the maximum extent permitted by law, any warranties imposed by law 

concerning the products are limited to the same extent and the same one year period. This warranty does not 

apply to components of products which you are permitted to redistribute under applicable product use rights, or if 

failure of the product has resulted from accident, abuse or misapplication. If you notify Microsoft within the 

warranty period that a product does not meet this warranty, then Microsoft will, at its option, either (1) return the 

price paid for the product or (2) repair or replace the product. To the maximum extent permitted by law, this is your 

exclusive remedy for any failure of any commercial product to function as described in this paragraph. 

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c. Free and beta products. To the maximum extent permitted by law, free and beta products, if any, are provided 

“as-is,” without any warranties. You acknowledge that the provisions of this paragraph with regard to pre-release 

and beta products are reasonable having regard to, among other things, the fact that they are provided prior to 

commercial release so as to give you the opportunity (earlier than you would otherwise have) to assess their 

suitability for your business, and without full and complete testing by Microsoft. 

d. NO OTHER WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT DISCLAIMS 

AND EXCLUDES ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, 

IMPLIED OR STATUTORY, OTHER THAN THOSE IDENTIFIED EXPRESSLY IN THIS AGREEMENT, 

INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, 

SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH 

RESPECT TO THE PRODUCTS AND RELATED MATERIALS. MICROSOFT WILL NOT BE LIABLE FOR ANY 

PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR 

REFERRED TO YOU BY MICROSOFT UNLESS SUCH THIRD PARTY PRODUCTS ARE PROVIDED UNDER 

WRITTEN AGREEMENT BETWEEN YOU AND MICROSOFT, AND THEN ONLY TO THE EXTENT EXPRESSLY 

PROVIDED IN SUCH AGREEMENT. 

e. Limitation of liability. There may be situations in which you have a right to claim damages or payment from 

Microsoft. Except as otherwise specifically provided in this paragraph, whatever the legal basis for your claim, 

Microsoft’s liability will be limited, to the maximum extent permitted by applicable law, to direct damages up to the 

amount you have paid for the product giving rise to the claim. In the case of Microsoft’s responsibilities with 

respect to third party patent or copyright infringement claims, Microsoft’s obligation to defend such claims will not 

be subject to the preceding limitation, but Microsoft’s liability to pay damages awarded in any final adjudication (or 

settlement to which it consents) will be. In the case of free product, or code you are authorized to redistribute to 

third parties without separate payment to Microsoft, Microsoft’s total liability to you will not exceed US $5000, or its 

equivalent in local currency. 

f. NO LIABILITY FOR CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 

NEITHER YOU, YOUR AFFILIATES OR SUPPLIERS, NOR MICROSOFT, ITS AFFILIATES OR SUPPLIERS 

WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, 

SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS 

INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING IN CONNECTION WITH ANY 

AGREEMENT, PRODUCT OR FIX, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF 

SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. THIS EXCLUSION OF LIABILITY DOES NOT 

APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF THE OTHER PARTY’S 

INTELLECTUAL PROPERTY RIGHTS. 

g. Application. The limitations on and exclusions of liability for damages set forth herein apply regardless of whether 

the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any 

other legal theory. 

h. Verifying compliance. You must keep records relating to the products you run. Microsoft has the right to verify 

compliance with these terms and any applicable product use rights, at its expense, during the term of the 

enrollment and for a period of one year thereafter. To do so, Microsoft will engage an independent accountant from 

a nationally recognized public accounting firm, which will be subject to a confidentiality obligation. Verification will 

take place upon not fewer than 15 days notice, during normal business hours and in a manner that does not 

interfere unreasonably with your operations. As an alternative, Microsoft may require you to accurately complete 

its self-audit questionnaire relating to the products you use. If verification or self-audit reveals unlicensed use of 

products, you must promptly order sufficient licenses to permit all product usage disclosed. If material unlicensed 

use is found (license shortage of 5% or more), you must reimburse Microsoft for the costs it has incurred in 

verification and acquire the necessary additional licenses as single retail licenses within 30 days. If Microsoft 

undertakes such verification and does not find material unlicensed use of products, it will not undertake another 

such verification for at least one year. Microsoft and its auditors will use the information obtained in compliance 

verification only to enforce its rights and to determine whether you are in compliance with these terms and the 

product use rights. By invoking the rights and procedures described above, Microsoft does not waive its rights to 

{000011-002419 00176553.DOCX; 2} 

March 2011 

28

enforce these terms or the product use rights, or to protect its intellectual property by any other means permitted 

by law. 

i. Dispute Resolution; Applicable Law. This Participation Agreement will be governed and construed in 

accordance with the laws of the jurisdiction whose law governs the agreement. You consent to the exclusive 

jurisdiction and venue of the state and federal courts located in such jurisdiction. This choice of jurisdiction does 

not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights in any 

appropriate jurisdiction. The 1980 United Nations Convention on Contracts for the International Sale of Goods and 

its related instruments will not apply to this agreement or any license entered into with Microsoft or its affiliates 

under this agreement. 

Your violation of the above-referenced terms and conditions shall be deemed to be a breach of this Participation 

Agreement and shall be grounds for immediate termination of all rights granted hereunder. 

Dated as of the day of , 

CUSTOMER AFFILIATE: 

[LEGAL ENTITY NAME] 

By: 

Name: 

Title: 

Date: 

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SCHEDULE G 

CERTIFIED THIRD PARTY SOFTWARE / ADDITIONAL TERMS AND CONDITIONS 

Attached to this Schedule, when applicable, are License or Sublicense Agreements from providers of certain Certified 

Third Party Software. The terms and conditions of those agreements are incorporated herein by reference. Some of 

these agreements are required to be signed by Customer. 

Separate License or Sublicense Agreements for Certified Third Party Software (attached)*: 

___________________________________________________________________ 

___________________________________________________________________ 

___________________________________________________________________ 

___________________________________________________________________ 

* Those to be signed by Customer are marked (“Please Sign”). 

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SCHEDULE H 

SUBSEQUENT PURCHASE, LEASE, USE, LICENSE OR SUBLICENSE OF 

EQUIPMENT, SOFTWARE AND/OR SERVICE 

Date: 

INNCODE: 

Name of Customer: 

Address of Customer: 

Dear: 

This Letter Agreement (“Letter Agreement”) confirms your request to purchase, lease or use of, or license or 

sublicense of additional equipment, software and/or services in order to add options, features and/or systems 

(“Additions”) to the Information System, and shall constitute an amendment to the existing Hilton Information 

Technology System Agreement previously entered into between 

(“Customer”) and Hilton Systems 

Solutions, LLC (“HSS”) dated 

(the “Agreement”). 

It is agreed that you will pay for the Additions and that you will be billed by the applicable vendor for the Additions as 

listed below. The effective date of billing on the new items shall be the date the new equipment is shipped, the date 

upon which you obtain use of the software, and/or the date upon which you request additional services, whichever is 

earliest. 

The prices shown above exclude taxes, insurance and shipping. 

Total: 

Total Maintenance: 

Upon HSS’s receipt of a copy of this Letter Agreement signed by a duly authorized representative of Customer, the 

Agreement shall be deemed to have been automatically amended to incorporate the items of this Letter Agreement. 

Customer agrees that Customer’s delivery to HSS by facsimile transmission of this Letter Agreement shall be deemed 

to be as effective for all purposes as hand delivery of the manually executed Letter Agreement and that the terms of 

this Letter Agreement shall be binding upon Customer without the necessity of any further action by HSS. This Letter 

Agreement shall be effective as of the date inserted by Customer below. 

NEITHER THE AUTHORIZED EQUIPMENT NOR THE PROPRIETARY SOFTWARE OR CERTIFIED THIRD PARTY 

SOFTWARE WILL BE SHIPPED, NOR WILL CUSTOMER HAVE USE OF THE PROPRIETARY SOFTWARE 

MODULE OR ANY EQUIPMENT LISTED IN THIS LETTER AGREEMENT UNTIL HSS RECEIVES A COPY OF THIS 

LETTER AGREEMENT SIGNED BY CUSTOMER. 

To indicate Customer’s acceptance of this Letter Agreement, please have it signed by an authorized representative of 

Customer and return it to me. Upon HSS’s receipt of the executed Letter Agreement, you will be advised of the 

shipment and installation dates. 

If you have any questions, please contact me at 

Sincerely, 

By: 

Hilton Systems Solutions, LLC 

Accepted and Agreed: 

Customer Name:: 


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31

By: 


By: 

Signature 

Print Name: Randy Kanaya Print Name and Title: 

Effective Date: 

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SCHEDULE I 

JOINDER TO PREFERRED RETAILER 

The undersigned HSS Customer is acting as an HSS Affiliate (“HSS Affiliate”) to acquire products under the 

terms of the HSS OnQ® Technology Deployment Program Statement of Work, including the Master Products and 

Services Agreement (the “Agreement”) between HWI and International Business Machines Corporation (“Preferred 

Retailer”). As such HSS Affiliate, the undersigned joins in the Agreement for the limited purpose of acknowledging and 

agreeing to be bound by and receive the benefits of the terms of the Agreement to the extent of the rights, duties and 

responsibilities of an HSS Affiliate provided therein. 

. 

IN WITNESS WHEREOF, the HSS Affiliate, acting through its duly authorized officer or representative, has executed 

his Joinder, this day of , . 

HSS AFFILIATE: 


By: 

Its: 

Address for Notices to HSS Affiliate under the Agreement 

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ATTACHMENT I (1) 

PREFERRED RETAILER’S ADDITIONAL TERMS AND CONDITIONS 

[INTENTIONALLY LEFT BLANK 

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SCHEDULE J 

JOINDER TO PREFERRED LESSOR 

The terms of the Agreement to the extent of the rights, duties and responsibilities of the HSS Affiliate as 

provided undersigned HSS Customer is acting as an HSS Affiliate (“HSS Affiliate”) to lease products under the terms 

of the HSS OnQ® Technology Deployment Program Statement of Work, including the Master Products and Services 

Agreement (the “Agreement”) between HWI and International Business Machines Corporation (the “Preferred Lessor”). 

As such HSS Affiliate, the undersigned joins in the Agreement for the limited purpose of acknowledging and agreeing 

to be bound by and receive the benefits of the therein. 





By: 

Its: 

Address for Notices to HSS Affiliate under the Agreement: 

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SCHEDULE K 

JOINDER TO PREFERRED SERVICES PROVIDER 

The undersigned HSS Customer is acting as an HSS Affiliate (“HSS Affiliate”) to acquire services under the 

terms of the HSS OnQ® Technology Deployment Program Statement of Work, including the Master Products and 

Services Agreement (the “Agreement”) between HWI and International Business Machines Corporation (the “Preferred 

Services Provider”). As such HSS Affiliate, the undersigned joins in the Agreement for the limited purpose of 

acknowledging and agreeing to be bound by and receive the benefits of the terms of the Agreement to the extent of 

the rights, duties and responsibilities of the HSS Affiliate as provided therein. 





By: 

Its: 

Address for Notices to HSS Affiliate under the Agreement: 

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SCHEDULE L 

TOTAL SOLUTION PROGRAM AGREEMENT 

This Total Solution Program Agreement (this “TSP Agreement”) is entered into as of the 

day of , between Hilton 

Systems Solutions, LLC a Delaware limited liability company (“HSS”) and 

(the “Customer”) for 

Customer’s Hotel (the “Hotel”) known as ( ) and located at . 

In connection with the new Hilton Information Technology Systems Agreement (the “HITS Agreement”) 

entered into between HSS and Customer (and if applicable, in anticipation of the Hotel’s conversion and rebranding as 

a HWI Brand division hotel), HSS is willing to make certain benefits available to Customer for the above Hotel under 

HSS’s Total Solution Program (“TSP”) on the terms, conditions and limitations hereinafter set forth. 

For good, valuable and sufficient consideration, Customer hereby enters into this TSP Agreement, and HSS 

and Customer agree as follows: 

1. Customer’s Benefits. 

(a) Equipment License. HSS shall provide for use by Customer at Customer’s Hotel that portion of the 

Authorized Equipment (as described in Schedule D of the HITS Agreement) needed, as determined solely by 

HSS, for the network operation of the Proprietary Software, such equipment more specifically described on 

Attachment (1) attached to and forming part of this TSP Agreement being hereinafter called the “Network 

Authorized Equipment,” together with shipping and transportation costs on such equipment. HSS hereby 

licenses to Customer the use of such Network Authorized Equipment (the “Equipment License”), subject to the 

terms, conditions and limitations set forth in this TSP Agreement. The Equipment License and any installation 

fees (for which HSS is responsible under 1(b)) are provided in consideration of Customer’s performance of the 

HITS Agreement and the other obligations of the Customer pursuant to this TSP Agreement, without additional 

fees except as may be provided herein. 

(b) Equipment Installation. Customer will be responsible for the fees and costs for installation services relative 

to Network Authorized Equipment as well as any Standard Plus Equipment (as described in Schedule D of the 

HITS Agreement). Under the terms and conditions of the Total Solution Program’s Refreshment Program (the 

“Refreshment Program”) of Network Authorized Equipment, HSS anticipates that Network Authorized 

Equipment will be replaced or refreshed in HSS’s sole discretion (the “Refresh”), on an approximate three (3) 

year cycle, starting approximately three (3) years after the initial shipment of Network Authorized Equipment. 

HSS will be responsible for the fees and costs for installation services of Network Authorized Equipment on 

the date that such equipment is refreshed under the Refreshment Program. Customer's Refresh will be timed 

to occur prior to the end of the three (3) year cycle. If Customer fails to meet HSS's timeline for such Refresh, 

including order dates for equipment and software, Customer will be responsible for all fees and costs incident 

to such delay, including, but not limited to, rent extension costs on Network Authorized Equipment and higher 

fees and costs for equipment maintenance and software maintenance. 

2. Customer’s Obligations. Customer shall: 

(a) Perform all of its obligations under the HITS Agreement, including, but not limited to, the maintenance of 

the Network Authorized Equipment using the designated Preferred Services Provider for HSS’s TSP. 

(b) Obtain and keep current insurance on the Network Authorized Equipment against all risks for the 

approximate value of the Network Authorized Equipment. 

(c) Pay any and all state or local sales, use, gross receipts, excise or similar taxes incident to the payments 

under this TSP Agreement. Customer agrees to pay all personal property taxes associated with software 

licensed and equipment provided under the TSP Agreement. 

(d) Prevent any liens from attaching to the Network Authorized Equipment. 

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(e) Pay for any and all transportation and disposal costs of any Network Authorized Equipment currently being 

used by Customer’s Hotel on its Network at the time of installation by HSS or HSS’s designee of the Network 

Authorized Equipment under the Refreshment program. HSS or HSS’s designee, at HSS’s expense, will 

provide for de-installation of any such Network Authorized Equipment then being used by Customer’s Hotel at 

the time of the installation of Network Authorized Equipment under the Refreshment Program, but it is 

Customer’s responsibility to handle the return to Customer’s lessor of all such de-installed equipment in 

accordance with Customer’s current lease terms. Customer shall be solely responsible for any missing, bad or 

damaged equipment. 

(f) Preserve and protect the Network Authorized Equipment from loss, damage or theft. 

(g) Not use any unauthorized backup unit tape cartridge in connection with the Information System. 

(h) Make no unapproved repairs nor perform any unauthorized service to the Network Authorized Equipment. 

(i) Not allow any other equipment or software to be added to the Information System without prior specific 

written permission of HSS. 

3. Customer’s Conditions. All benefits provided Customer herein and all obligations of HSS under this TSP 

Agreement are expressly subject to and conditioned upon the following: 

(a) Customer is not, and continues not to be, in default of any agreement with HSS, HWI, or any of their 

affiliates and subsidiaries, or any Brand division, including but not limited to this TSP Agreement, the HITS 

Agreement and Customer’s License Agreement with HWI or its affiliate or subsidiary. 

(b) Customer continues to make all other payments to HSS’s Preferred Lessors, Preferred Retailers or 

Preferred Services Providers under any applicable agreements and does not become in default under such 

agreements. 

(c) Customer’s Hotel remains (after conversion and rebranding if applicable) one of the following HWI Brand 

divisions: Hampton Inn, Hampton Inn & Suites, Embassy Suites and Homewood Suites by Hilton. 

(d) Customer executes the HITS Agreement contemporaneously with this TSP Agreement. 

(e) Customer’s participation and continued cooperation with HSS in HSS’s Total Solution Program, including, 

but not limited to, the refreshment of Network Authorized Equipment. 

(f) Customer allows the removal and future replacement or refreshment of Network Authorized Equipment at 

such time and in such manner as may be determined by HSS in its sole discretion. 

(g) If applicable, Customer must complete the Hotel’s conversion and rebranding as a HWI Brand division 

hotel. 

4. Termination. HSS may terminate the above Equipment License on the Network Authorized Equipment and all 

other obligations of HSS under this TSP Agreement at HSS’s option: (a) Immediately without notice in event of breach 

of Customer’s obligations or conditions set forth in Sections 2 and 3 above, or (b) at any time, with or without cause, 

upon not less than ninety (90) days advance written notice to Customer. Any default by Customer under this TSP 

Agreement shall constitute a default by Customer under the HITS Agreement, and, in such event, HSS may exercise 

any of its rights provided under Section 5 of the HITS Agreement. Any default by Customer under the HITS 

Agreement shall constitute a default and breach of condition by Customer under this TSP Agreement. Termination of 

the HITS Agreement will result in termination of this TSP Agreement. HSS may terminate this TSP Agreement without 

terminating the HITS Agreement, whereupon the HITS Agreement shall be construed and enforced as if this TSP 

Agreement had never been entered into (subject to accrued rights and obligations). 

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Upon termination of this TSP Agreement, Customer will be required to assume any remaining lease payments of HSS 

as to the Network Authorized Equipment that is provided Customer pursuant to this TSP Agreement or to purchase 

such equipment from HSS’s lessor. The costs (which will vary depending upon the equipment involved and the timing 

of the termination) and the various options available will be sent to Customer at the time of the notification of the 

upcoming termination. Upon termination of this TSP Agreement, HSS shall pass on to Customer, and Customer shall 

be responsible for, all subsequent fees and costs of Equipment Maintenance and Software Maintenance. If a 

termination occurs before the expiration of three (3) years since HSS incurred installation and/or service fees and 

costs in performing a refreshment of Network Authorized Equipment (“Refresh Costs”), then Customer shall also 

reimburse HSS for the unamortized value (on a monthly basis over a thirty-six (36) month period) of such Refresh 

costs. 

If this TSP Agreement is terminated (or if Customer’s use of the Preferred Services Provider is terminated), Customer 

shall pay to HSS a termination fee which is designed to reimburse the Preferred Services Provider and/or HSS in part 

for unamortized costs in the start up and provision of maintenance services by the Preferred Services Provider under 

the HITS Agreement. If such termination occurs during the first year following the shipment date of the Network 

Authorized Equipment to Customer’s Hotel (“Start Date”), the termination fee shall be in the amount of $3,600.00. If 

such termination occurs during subsequent years following such Start Date, the termination fee shall be as follows: 




Provided, however, if this TSP Agreement is terminated, or if the Customer’s use of the Preferred Services 

Provider is terminated after a Customer Refresh of Network Authorized Equipment, the termination fee shall depend 

upon the period elapsed after the Start Date applicable to shipment of the Network Authorized Equipment for each 

successive Customer Refresh as follows: 

During first year - $3,800 




5. Property of HSS. The Network Authorized Equipment shall be and remain the property of HSS, subject only to 

the conditional Equipment License granted to Customer in this TSP Agreement. 

6. Additional Equipment/Software. Any and all additional Authorized Equipment (“Standard Plus Equipment”) 

may be purchased by Customer from a Preferred Retailer or leased from a Preferred Lessor under the Standard Plus 

Leasing Program Lease (the “Standard Plus Lease”). Any and all additional Certified Third Party Software authorized 

by HSS but not included in the Brand standard applicable to Customer (“Standard Plus Software”) may be licensed or 

sublicensed from HSS or a Preferred Services Provider. 

7. Defined Terms. All capitalized terms used in this TSP Agreement which are not specially defined in this TSP 

Agreement shall have the meaning ascribed to such terms in the HITS Agreement. 

8. Other Important Provisions. The parties mutually acknowledge and agree that the Network Authorized 

Equipment is part of the Authorized Equipment referred to in the HITS Agreement, that this TSP Agreement is a 

schedule to the HITS Agreement and that this TSP Agreement and its performance by the parties are a part of the 

transactions contemplated by the HITS Agreement. Upon HSS’s Refresh of Network Authorized Equipment, the terms 

and conditions applicable to any equipment, software or services provided for or pursuant to the Refresh shall be the 

same as the terms and conditions of this TSP Agreement; and, except for such termination fees (if any, as specified 

above), all terms and provisions hereof (including those incorporated by reference below) shall apply as if this TSP 

{000011-002419 00176553.DOCX; 2} 

March 2011 

39

Agreement was executed on the Start Date for each such Refresh. In the event of conflict between the provisions of 

this TSP Agreement and the provisions of the HITS Agreement, the provisions of this TSP Agreement shall prevail. 

Except as modified herein, all provisions of the HITS Agreement applicable to the Authorized Equipment, Proprietary 

Software or Certified Third Party Software shall be applicable to the Network Authorized Equipment, and services 

described herein or provided hereunder, including, but not limited to, Sections 8 (Software), 9 (No Warranties/Limited 

Warranties), 10 (Proprietary Rights Notices), 11 (Infringement Claims) and 15 (Third Party Claims) and (except as 

herein modified) the Schedules pertaining to the Authorized Equipment, the Software and the Services. Where HSS is 

providing equipment instead of such items being provided by a Preferred Retailer, Preferred Lessor, Preferred 

Services Provider, or other third party vendor, HSS shall be entitled to all of the protections and the limitations of 

warranties, liabilities and damages as if HSS were such Preferred Retailer, Preferred Lessor, Preferred Services 

Provider or other third party vendor. The following additional Sections of the HITS Agreement are hereby made 

applicable to this TSP Agreement and incorporated herein by reference, as fully as if repeated herein verbatim: 

Sections 13 (Limitations of Liability and Exclusions of Damages); 14 (Limitations on Actions); 16 (Estoppel and 

Release); 17 (Entire Agreement/Prior Agreements); 18 (Cumulative Remedies); 19 (Force Majeure); 20 (Severability); 

21 (No Joint Venture); 22 (Assignment); 23 (Counterparts); 24 (Applicable Law, Consent to Jurisdiction and Equitable 

Relief); 25 (Attorneys’ Fees); 26 (No Reproduction); 27 (Confidentiality); and 28 (Surviving Obligations). Except as the 

context may otherwise require, all references in these incorporated provisions to “this Agreement” shall, for purposes 

of this TSP Agreement, be construed to include this TSP Agreement, and where applicable, such provisions are 

hereby reasserted, re-applied and re-acknowledged as of the effective date hereof. 

9. Notices. The provisions of Section 4 of the HITS Agreement shall apply to all notices, requests, demands and 

other communications under this TSP Agreement. 

10. Counterparts. This TSP Agreement may be executed in one or more counterparts, each of which shall 

constitute one and the same instrument. 

Effective Date: The effective date (“Effective Date”) shall be the date signed by HSS. 

CUSTOMER: [LEGAL ENTITY NAME] HILTON SYSTEMS SOLUTIONS, LLC 

By: 


By: 


Print Name: Print Name: Randy Kanaya 

Title: Title: Director – OnQ® Deployment Planning 

Date: 

Date: 

{000011-002419 00176553.DOCX; 2} 

March 2011 

40

ATTACHMENT L (1) 

NETWORK AUTHORIZED (PROGRAM FUNDED) EQUIPMENT 

{000011-002419 00176553.DOCX; 2} 

March 2011 

41

SCHEDULE M 

[INTENTIONALLY LEFT BLANK] 

SCHEDULE N 


SCHEDULE O 


SCHEDULE P 


SCHEDULE Q 


SCHEDULE R 


SCHEDULE S 


SCHEDULE T 


{000011-002419 00176553.DOCX; 2} 

March 2011 

42

SCHEDULE U 


SCHEDULE V 


SCHEDULE W 


{000011-002419 00176553.DOCX; 2} 

March 2011 

43

AT&T HIGH SPEED INTERNET ACCESS AGREEMENT 

This AT&T High Speed Internet Access Agreement (this “HSIA Agreement”) is entered into as of the 

_______day of _________________, 201_____, between AT&T Wi-Fi Services (an Affiliate of AT&T Corp. on behalf 

of itself and AT&T) (“AT&T”) and _____________________, (the “Customer”) for Customer’s hotel (the “Hotel 

Property”) known as (_____________) and located at _____________________, ___________________, ______. 

If Customer is subject to a HSIA Schedule and Joinder, the terms and conditions of this HSIA Agreement shall become 

effective on the first day of the first full calendar month after this HSIA Agreement is either (a) received by AT&T after it 

has been electronically executed by Customer or (b) signed by Customer and returned to AT&T (“Executed”). If 

Customer is not a party to a HSIA Schedule and Joinder, the terms and conditions of this HSIA Agreement shall 

become effective on the date that this HSIA Agreement is Executed. 

Reference is hereby made to that certain Custom Service Order Attachment (including its Exhibits) for High Speed 

Internet Access Related Service(s) (the “Stay Connected Attachment”) made between Hilton Worldwide, Inc. (“Hilton”) 

and AT&T Corp. which governs the provision, purchase and use of certain services, equipment and other products for 

the provision of high speed internet access at the Hilton family of hotels, all as further described therein, and in the 

Statement of Work (“SOW”) attached thereto. For further clarification, the Stay Connected Attachment consists of the 

Terms and Conditions (including the cover page thereto and all appendices to such Stay Connected Attachment), and 

the SOW (including Exhibits referenced therein), which together constitute an Attachment to the Master Agreement 

between Hilton and AT&T Corp. (collectively, the “Master Agreement”). 

** If Customer would like any Stay Connected Program related documents relevant to this HSIA Agreement, 

please contact the Hilton brand representative. ** 

The “HSIA Solution” means the local area network infrastructure at a Hotel Property used to provide high speed 

Internet access to End Users, pursuant to the Stay Connected Attachment, through a proprietary AT&T network 

management device (“NMD”), and employing Wi-Fi compliant access points (“APs”), other HSIA Equipment and wired 

Ethernet internet access LAN equipment. The HSIA Solution shall meet Hilton’s Say Connected Program-related 

Brand Standards (the “Stay Connected Program Standards”). 

The HSIA Solution provided under this HSIA Agreement excludes the actual Internet access (i.e., the WAN and 

local access connections) used to connect the Hotel Property and its guests to the Internet. Customer shall 

procure the Internet access separately. 

For good, valuable and sufficient consideration, Customer and AT&T hereby enter into this HSIA Agreement, and 

AT&T and Customer agree as follows: 

1. Customer’s Benefits and Obligations. 

(a) Equipment Fees and Charges for New Installations of the HSIA Solution. 

If Customer does not have a HSIA Solution installed as of the Effective Date, AT&T will submit a quote (the 

“Installation Quote”) to Customer implementing the required new HSIA Solution design in accordance with the 

Stay Connected Attachment (the “New HSIA Solution”). Such quote shall include an estimate of the taxes and 

travel expenses incurred by AT&T to perform the installation work, all of which shall be billed to, and paid by, 

the Customer in accordance with this HSIA Agreement. Customer will have up to forty-five (45) days to review 

the Installation Quote (the “Quote Review Period”) and notify AT&T of Customer’s acceptance or rejection of 

the initial Installation Quote. If the Installation Quote is unacceptable to Customer, (i) Customer must notify 

AT&T in writing of Customer’s concerns prior to the end of the Quote Review Period and (ii) Customer and 

AT&T will negotiate in good faith to resolve the matter and finalize the Installation Quote. If Customer does not 

notify AT&T in writing of its acceptance or rejection of the initial Installation Quote prior to the end of the Quote 

Review Period, the Installation Quote shall be deemed accepted and approved by Customer as of the last day 

of the Quote Review Period. If Customer and AT&T are unable to agree on a final Installation Quote within 

thirty (30) days after Customer notifies AT&T of its rejection of AT&T’s initial Installation Quote, either party on 

written notice to the other party (and Hilton) may terminate this Agreement without termination-related liability 

{000011-002419 00177073.DOCX; 2} 

March 2011 

AT&T / Hilton CONFIDENTIAL 

Exhibit PA 

Page 1 of 17

eing incurred by either party. Upon any such termination, Customer shall not be relieved of its obligation to 

pay AT&T for the site survey performed by AT&T to prepare the Installation Quote. Customer also 

acknowledges that after any termination of this Agreement by AT&T or Customer pursuant to this Section 1(a), 

AT&T may, as a condition of providing HSIA services to Customer under a subsequent agreement, require 

Customer to obtain a new site survey. 

A Customer-approved Installation Quote shall be referred to as an “Installation Order”, which shall become 

part of this Agreement. Pursuant to the Installation Order, Customer will obtain by its purchase from AT&T for 

use by the Customer certain Equipment to allow for the installation and operation of the New HSIA Solution in 

conformance with the Stay Connected Program Standards (the “HSIA Equipment”). The fees and costs for the 

HSIA Equipment shall be set forth in the Installation Order. In addition, Customer will pay for shipping, taxes 

and transportation of the HSIA Equipment identified in the Installation Order. All fees and costs due hereunder 

will be billed to Customer by AT&T and Customer shall be responsible for paying all costs in the Installation 

Order in accordance with this HSIA Agreement. No additional or supplemental terms or conditions in the 

Installation Quote or Installation Order shall apply; however, the Installation Quote will include order and 

service-specific detail that is specific to the conditions at a particular Hotel. 

(b) Procurement, Configuration and Installation of HSIA Equipment Fees and Costs for New HSIA 

Solutions. 

The HSIA Equipment will be procured and configured for Customer and installed at the Hotel Property by 

AT&T or its authorized Affiliate or subcontractor, all in accordance with the Stay Connected Attachment. 

Customer will be responsible for payment of all fees and costs due hereunder for procurement and installation 

services relative to the HSIA Equipment as set forth in the Installation Order. Any pre-installation infrastructure 

work to be performed by Customer or its designee to accommodate the New HSIA Solution, and any core 

drilling, firewall penetration, wiring chase installations and lift rental required for the New HSIA Solution, are 

the responsibility of Customer and are not included in the fees and costs in the Installation Order. If Customer 

contracts with AT&T for such pre-installation infrastructure work, such fees and costs will be billed separately. 

As part of the installation of a New HSIA Solution, AT&T shall provide project management services, and 

Customers shall be required to pay AT&T a project management fee of $1,800.00 for such project 

management services. 

(c) Software License. 

Customer will obtain by its purchase or by its licensing from AT&T for use by the Customer a software license 

for certain Software needed for the operation of the HSIA Solution, including authentication and landing page 

software (collectively, the “HSIA Software”). Customer may be required to execute a separate license 

agreement directly with one or more of such third party software vendors or agree to terms and other 

requirements or restrictions imposed by the manufacturer, supplier or publisher. Customer must comply with 

all such terms and other requirements or restrictions, and is deemed to accept them upon use of the HSIA 

Software. The fees and costs for the HSIA Software License(s) are included within the Installation Order as 

part of the HSIA Equipment purchase price. 

(d) 

Maintenance and Support and Associated Fees and Costs. 

AT&T will provide Customer with Equipment maintenance and/or break/fix support (collectively, the 

“Maintenance Services”) for the HSIA Equipment and HSIA Software installed at the Hotel Property and for 

any other HSIA devices for which AT&T is required under the Stay Connected Attachment to provide 

maintenance and support (the “Other Internet Equipment”), all such equipment and software collectively herein 

referred to as “Maintained Systems.” AT&T reserves the right to increase the fees and costs for Maintenance 

Services to reflect the addition or construction of additional Guest Rooms (or suites) or in-scope Meeting 

Rooms at the Hotel Property. All such fees and costs due hereunder, [together with any travel expenses, per 

{000011-002419 00177073.DOCX; 2} 

March 2011 


Exhibit PA 

Page 2 of 17

diem fees and related costs for Extraordinary Maintenance] 1 on Maintained System(s) will be billed to, and 

paid by, Customer. For Customer requests for in-room maintenance on the Maintained Systems, the 

Customer will be required to provide an escort to the AT&T representative while servicing Guest Rooms. AT&T 

will not have any obligation to maintain or repair any equipment or software other than the Maintained 

Systems, nor to repair or replace any cables, cords, expendable, consumable, lost or stolen components, 

whether or not defined as Maintained Systems. Customer shall not move or perform maintenance services on 

any of such Maintained Systems without AT&T’s prior written consent. Customer shall maintain for the term of 

this HSIA Agreement a modem and dial-up telephone line and a facsimile machine or other electronic 

communication capability mutually acceptable to both parties to facilitate the ability to perform the 

Maintenance Services remotely. 

Support services and software maintenance for the HSIA Solution will also be made available by AT&T and 

considered part of the Maintenance Services. Maintenance Services provide 7x24x365 HSIA Solution trouble 

call handling by the AT&T Support Center (the “ASC”), provision of a toll-free 800 number for trouble calls to 

the ASC from End Users or Hotel Property staff, provision of standard in-room Guest collateral instructions; 

and provision of a standard landing page with some space available for the Hotel Property and/or Brand 

customization as directed or approved by Hilton. 

Maintenance Services will not be provided for any temporary, periodic or other non-permanent installations in 

the Hotel Property, and AT&T does not accept responsibility for such temporary, periodic or other nonpermanent 

equipment or software. 

HSIA Solution support services are for the support of Customer’s Guest Rooms and public areas included 

within Meeting Rooms (as defined in the Stay Connected Attachment). 

The monthly fee for Maintenance Services and other support services generally described above shall be: 

$3.50 per Guest Room per month (Price excludes taxes). Support shall be provided by AT&T for the Radware 

equipment used for circuit load balancing (the “LBO”) which may be installed at the Hotel Property (if the 

option has been ordered from Hilton by the Customer). The monthly support fee for the LBO support is $___ 

[to be inserted at the time the contract is completed for the Customer]. 

(e) Maintenance Exclusions. 

The obligation of AT&T to provide Maintenance Services on Maintained Systems hereunder shall not apply to 

any non-maintained equipment nor to any errors, defects or problems caused in whole or in part by (i) any 

modifications or enhancements made to the Maintained Systems by Customer or any third person or entity 

other than AT&T or its designee except pursuant to Section 1(j) or as permitted under Section 2(e); (ii) any 

software program, hardware, cables, cords, firmware, peripheral or communication device or software which is 

not within the scope of the Stay Connected Program or permitted by the Stay Connected Program Standards; 

(iii) the failure of Customer to follow the most current instructions promulgated by AT&T or any third-party 

vendor from time to time with respect to the proper use of the Maintained Systems; (iv) any such Maintained 

System that is non-repairable, taken out of service or for which any such Maintained Systems or parts for 

same are no longer manufactured or reasonably available provided, that Customer has received advance 

notice that such device would become unavailable at least eleven (11) months in advance; (v) forces or 

supplies external to such Maintained Systems, including without limitation power surges, lighting strikes, power 

failures, or air condition or humidity control failures; or (vi) the negligence of Customer or any other third 

person or entity. Any such corrective work performed by AT&T on site shall be treated as “Extraordinary 

Maintenance.” All invoices for Extraordinary Maintenance shall be submitted to Customer with adequate detail 

including Hilton property ID, property Brand and Class, and description of the work; travel cost (unit price, rate, 

total); shipping costs; equipment and total costs; and any other costs or expenses to be billed to, and due 

from, Customer that are attributable to Extraordinary Maintenance. AT&T will only provide and provision such 

Extraordinary Maintenance after the associated quote has been agreed upon by Customer (verbal approval by 

Customer while an AT&T technician is on site shall be sufficient and subsequently confirmed in writing). 

1 Travel expenses/per diems and related costs for equipment maintenance and/or break/fix are only imposed under 

very limited conditions (generally when the maintenance was required as a result of the negligence or willful actions of 

Customer/Hotel as set forth in the Stay Connected Attachment). 

{000011-002419 00177073.DOCX; 2} 

March 2011 


Exhibit PA 

Page 3 of 17

(f) Site Survey for New HSIA Solution Installations. 

Customer shall determine with AT&T a mutually agreeable date for the site survey required for AT&T to design 

and prepare an Installation Quote for a New HSIA Solution in accordance with the Stay Connected Program 

Standards, where a HSIA Solution is not installed at the Hotel Property as of the Effective Date (the “Site 

Survey”). In preparation for the Site Survey, Customer will provide AT&T with information and documentation 

relative to the Hotel Property as requested by AT&T, including, but not limited to, hotel drawings, room 

locations and wiring diagrams. If AT&T performs on-site services during the Site Survey, the Customer is 

responsible for providing (i) timely access to the Hotel Property and (ii) subject to availability, complimentary 

Guest Room nights as needed for AT&T Personnel to perform the Site Survey. A Hotel Property 

representative shall be appointed by Customer to provide escort and access to Guest Rooms for the room 

inspection portion of the Site Survey. The fees and costs for the Site Survey are shown below. 

Site Survey $ [To be filled in at contact from Exhibit RC] 

(Price excludes taxes, travel and related expenses, and possible on-site fees and costs.) 

(g) Out of Scope Services Fees and Costs. 

At the request of a representative of the Customer, AT&T may provide (as agreed upon by AT&T and the 

Customer) Out of Scope Services applying the applicable T&M Rates. Customer shall be responsible for 

payment of all fees and costs for such Out of Scope Services (including, as applicable, any travel expenses, 

per diem fees and related costs for any on-site services) as agreed upon by the parties and set forth in a 

purchase order. A duly authorized representative of the Customer will execute and submit to AT&T’s 

representative a purchase order to arrange for Out of Scope services with AT&T. “Out of Scope Services” 

mean additional services and products provided by AT&T that relate to the installation of the New HSIA 

Solutions, implementation of a HSIA Refresh or approved MACDs where such additional products or services 

are not otherwise within the Base Scope of Work. 

(h) Certain Installation Responsibilities. 

In the event Customer confirms the scheduled installation date provided by AT&T for the New HSIA Solution (if 

applicable), but does not complete the required pre-installation work or upgrades on time at the Hotel Property 

and installation of the New HSIA Solution is, as a result, delayed and/or needs to be rescheduled, Customer 

will be responsible for the Site Not Ready Fee. Customer shall, subject to availability, provide AT&T 

Personnel complimentary Guest Room nights at the Hotel for the installation team for the duration of the onsite 

installation of the New HSIA Solution. Customer shall provide the services of a Customer representative 

to provide escort and access to Guest Rooms during pre-arranged periods for the purpose of Guest Room 

installation and testing. Inability to access Guest Rooms due to lack of Customer personnel availability may 

result in extra costs (at actual additional travel costs incurred plus T&M Rates applied to additional hours) for 

the additional time any on-site AT&T Personnel are required to remain at the Hotel Property beyond the 

original scheduled installation window. Inability to locate any HSIA Equipment that has been shipped to and 

verified as received by the Hotel Property or, if applicable, any existing Hotel Property equipment that was 

identified in the Site Survey and integrated into the HSIA Solution, resulting in lost time for AT&T’s installation, 

may result in a Site Not Ready Fee. 

AT&T uses or may use non-union labor; however, should union labor be required at Customer’s Hotel 

Property, the following shall apply: 

{000011-002419 00177073.DOCX; 2} 

March 2011 

Customer shall notify AT&T (prior to or during the Site Survey) of union suppliers available and 

qualified to perform work where use of union labor is required by any collective bargaining agreement 

in effect at the Hotel Property (“Union Rules”). AT&T shall, as required by the Union Rules employ (on 

a subcontractor basis) contractors from union labor suppliers designated by Customer, and shall 

comply with any Union Rules or other applicable collective bargaining agreements required to deliver 

the Services. AT&T will include the additional fee for union labor in the Installation Quote, and thus 

the quoted installation fees at the Hotel Property will include union labor. Notwithstanding the 

foregoing, AT&T notes that responsibilities or tasks that require specialized training may require 

accommodation or allow exemption from union-installation as permitted by union rules. AT&T may 


Exhibit PA 

Page 4 of 17

{000011-002419 00177073.DOCX; 2} 

March 2011 

raise this issue and ascertain in a particular case whether it is exempt without violating the spirit or 

terms of this paragraph. 

(i) Training of Hotel Employees. 

Customer commits to complete training of employees in all relevant involved departments of the Hotel 

Property as to the HSIA Solution prior to the completion of the installation by AT&T. Customer will assure that 

such staff of the Hotel Property attend the HSIA Solution training, and Customer will assure that new 

employees of the Hotel Property have the HSIA Solution training appropriate for their position, such training to 

be performed by the staff of the Hotel Property. 

(j) Guest and Meeting Rooms. 

Customer has certain responsibilities associated with keeping the HSIA Solution online and operational. The 

Customer or its designated Hotel Property representative will render reasonable assistance and will use 

reports generated by AT&T to maintain Guest Rooms and Meeting Rooms in a state of readiness and to notify 

AT&T in the event that the staff of the Hotel Property is unable to correct suspected problems using self-help 

tools and procedures covered in AT&T’s training of the Hotel Property staff. The Hotel Property staff is also 

responsible for ensuring that cables are available in the Hotel Property’s Guest Rooms and that any Guest 

Room equipment is plugged in and connected every day. The Hotel Property staff is also responsible for initial 

placement and ongoing replenishment of marketing collateral in Guest Rooms in accordance with the Stay 

Connected Program Standards. If the Hotel Property has both wired and wireless HSIA Solution capabilities, 

Customer’s staff is also responsible for ensuring that (a) there is a sufficient number of pull-through Ethernet 

bridges (also known as “Guest Access Devices,” or “GADs”) available (refer to the applicable Hilton Brand 

Standards for required counts) and (b) other Hilton-approved Stay Connected Program physical collateral 

(consistent with the applicable Hilton Brand Standards) is deployed in the Hotel Property(ies). 

(k) Network Security. 

Each of Hilton and AT&T reserves the right, upon reasonable and prudent investigation, to temporarily bar 

access at the Hotel Property to the HSIA Solution network if Hilton or AT&T reasonably determines that the 

Hotel Property’s network or equipment may infect such network with a virus, that Internet access from the 

Hotel Property is in violation of the applicable acceptable use policy governing use of the Internet service 

provider’s services (“AUP”), the Digital Millennium Copyright Act (the “DMCA”) or other governmental law or 

regulation or that the network or equipment of the Hotel Property may cause other immediate harm to the 

integrity of such network. Hilton and AT&T shall not be liable for any inconvenience or disruption to the Hotel 

Property caused by such reasonable network security measures. In the event Hilton or AT&T finds it 

necessary to bar access to the network, Hilton or AT&T shall immediately notify the Hotel Property prior to 

taking such action (unless impracticable), but in any event, in a reasonable time after the initiation of the 

security measure unless otherwise provided in the applicable AUP. In addition, Customer shall, subject to 

applicable laws and regulations, provide reasonable assistance as requested by AT&T in enforcing its EUA 

License Documents (as defined in the Stay Connected Attachment) and in cooperating with law enforcement 

agencies if AT&T is responding to a subpoena or judicial order to identify an end-user at a particular time and 

location. 

(l) Delay by Customer. 

If AT&T’s representatives are on-site for services related to the Hotel Property’s implementation of the New 

HSIA Solution or any HSIA Refresh and delays are caused or requested by Customer, Customer may be 

required to pay AT&T the Site Not Ready Fee. If a delay in implementation of the HSIA Solution caused or 

requested by Customer necessitates the departure from the Hotel and re-scheduling of AT&T’s 

representatives, Customer will be required to pay to AT&T the Site Not Ready Fee. The re-scheduled date will 

be determined based on the needs of the Hotel as well as the availability of AT&T’s representatives. 

(m) Remediation. 

If Hilton notifies Customer that it must remediate its HSIA Solution to meet the Stay Connected Program 

Standard, Customer shall submit a remediation request for quote to AT&T and AT&T shall, applying the HSIA 

Equipment pricing under the Stay Connected Attachment, prepare and present to Customer a remediation 


Exhibit PA 

Page 5 of 17

quote. Upon acceptance of such quote, AT&T shall implement the agreed upon HSIA Solution remediation 

and Customer shall pay the fees set forth in the approved remediation quote. 

(n) Refreshment. 

To comply with the Stay Connected Program Standards, the parties anticipate that certain HSIA Systems will 

be required to be replaced or refreshed (the “HSIA Refresh”) as reasonably and collaboratively determined by 

AT&T and Hilton, starting after the initial installation of the HSIA Equipment. Customer shall be responsible for 

payment of all fees and costs for new HSIA Equipment and new HSIA Software as well as for the procurement 

and installation services relating to the HSIA Refresh as of the date of such refreshment. AT&T shall be 

responsible for obtaining, delivering, configuring and installing the HSIA Systems as required to perform the 

HSIA Refresh as approved by the Hilton Hotel. 

(o) Conference Space and Meeting Rooms. 

Meeting rooms (conference rooms that are 10,000 square feet or less, hereinafter “Meeting Rooms”) are in 

scope for Maintenance Services and support, unless Customer notifies AT&T to exclude any such Meeting 

Rooms from the services. All other conference facilities are out of scope of this HSIA Agreement. 

(p) Credit Card Processing. 

AT&T will provide credit card processing services to Customer if Customer (a) charges guests for Internet 

access in Guest Rooms or Meeting Rooms and (b) allows the guests to pay for such access using credit cards 

as permitted by the applicable Hilton brand standards. As part of the credit card services, AT&T will collect 

and accurately process such credit card charges, and remit to Customer (offsetting against any amounts past 

due from Customer) all such fees on a monthly basis, after deduction of applicable taxes and any related 

credit card transaction and/or processing fees actually imposed (without mark up of any kind by AT&T or its 

Affiliates). To the extent that AT&T collects funds under this section, it will collect required taxes, and remit 

them to the appropriate authorities as required by the applicable tax code. AT&T will also use reasonable 

efforts, in cooperation with Customer, to dispute any consumer charge back claims where appropriate and 

consistent with the bank network or credit card association dispute rules and policies. 

(q) Hotspot Program. 

The Hotel Property will participate in the AT&T Hotspot Program, which allows AT&T to make available free 

access (subject to bandwidth and other feature restrictions, if any, reasonably imposed by Hilton or Customer) 

to the Internet via Wi-Fi over the HSIA equipment and facilities at the Hotel Property for AT&T Hotspot 

Customers who access the HSIA Solution at the Hotel Property. The benefits and obligations associated with 

the Hotel Property’s participation in the AT&T Hotspot Program are further described in the SOW. 

(r) Billing and Invoicing. 

Within ten (10) days after the last day of each month, AT&T shall mail Customer an invoice for: 

1. monthly recurring charges for the following calendar month (for example, December would be 

invoiced in November); and 

2. one-time charges and/or non-recurring project charges to be invoiced for the month or from the 

preceding 60 days; and 

3. billing associated with Hotel Property activation-related Services shall be billed on an ongoing 

basis no later than sixty (60) days after the related expense is incurred. 

AT&T shall provide a paper copy of a detailed invoice to Customer for the charges it incurs each month. 

For purposes of clarity, the first monthly invoice will cover the first month (or partial month) of services plus the 

subsequent month of service (billed in advance). 

{000011-002419 00177073.DOCX; 2} 

March 2011 


Exhibit PA 

Page 6 of 17

2. Customer’s Additional Obligations. 

Customer shall: 

(a) Pay any and all applicable state or local sales, use, gross receipts, excise or similar taxes and surcharges 

levied by a duly authorized taxing authority on Customer’s payments hereunder. Customer shall be 

responsible for payment of all personal property taxes associated with its use of HSIA Systems provided 

hereunder, as applicable. 

(b) Pay for any and all de-installation, transportation and disposal costs of any and all HSIA Equipment being 

used at the Hotel Property at the time of installation or upon a HSIA Refresh by AT&T. 

(c) Preserve and protect the HSIA Equipment and HSIA Software from loss, damage or theft and if any such 

loss, damage or theft should occur, Customer shall replace and install such HSIA Equipment and HSIA 

Software at its own expense, if AT&T determines that the lost, damaged or stolen HSIA Equipment is 

necessary for the operation of the HSIA Solution in conformance with the Stay Connected Program Standards 

and the Stay Connected Attachment. 

(d) Make no repairs nor perform any services not authorized by AT&T or Hilton to the HSIA Equipment. 

(e) Not add to or remove (or allow any third party to do the same) any equipment or software connected to, or 

part of, the HSIA Solution without prior specific written permission of Hilton or AT&T. 

(f) Pay invoices of AT&T in accordance with their terms no later than forty five (45) days after the invoice date, 

and in U.S. dollars for all transactions in the U.S or Canada. 

(g) Customer will review and familiarize itself and will comply with the terms and conditions of applicable HSIA 

Software licenses, including, but not limited to, Cisco 

http://www.cisco.com/en/US/products/prod_warranties_listing.html 

(h) Cooperate with AT&T as to any credit inquiries permitted hereunder. 

(i) Not enter into any arrangement that is likely to interfere or adversely affect AT&T’s rights hereunder. 

(j) Ensure that the Hotel Property where services are provided have a suitable and safe work environment, 

and are free of hazardous materials in accordance with applicable law. AT&T may, in its sole discretion, 

refuse to perform installation, maintenance or other services at the Hotel Property if Customer fails to fulfill this 

requirement. 

(k) Customer agrees to provide AT&T with thirty (30) days’ written notice of any renovation, remodeling, work 

on fixtures, PBX or wiring or other work that may affect the HSIA Solution, and agrees to use good faith efforts 

to minimize the disruption of availability of the HSIA Solution during such work. 

3. Customer’s Conditions. 

All benefits provided Customer herein and all obligations of AT&T under this HSIA Agreement are expressly subject to 

and conditioned upon the following: 

(a) The Hotel Property remains a Hilton Hotel (after conversion and rebranding, if applicable). 

(b) Customer’s reasonable cooperation and assistance with Hilton and AT&T in its/their conducting, 

overseeing and/or managing the Stay Connected Program. 

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(c) Customer allows the removal and future replacement or refreshment of the HSIA Equipment and the HSIA 

Software at such time and in such manner as may be mutually determined by Hilton and AT&T in their sole 

discretion. 

(d) If applicable, Customer must complete the Hotel Property’s conversion and rebranding as a Hotel Property 

in a Brand division of Hilton or any of its Affiliates. 

(e) Customer will cooperate in AT&T’s credit approval process and shall provide appropriate security deposits 

as may be determined by AT&T in accordance with the Stay Connected Attachment. 

(f) Customer acknowledges that the Network Management Device (“NMD”) supplied by AT&T is not available 

for purchase by Customer and remains AT&T’s sole property under all circumstances. Customer shall not, nor 

shall it permit any third party to, disassemble, decompile or reverse engineer the NMD such that the technical 

details of the operation of the NMD or AT&T-owned equipment may be discovered. 

4. AT&T’s Additional Obligations. 

AT&T shall be responsible for the following: 

(a) AT&T shall provide the Maintenance Services and other support for the HSIA Solution in accordance with 

this HSIA Agreement and the Stay Connected Attachment. 

(b) AT&T will invoice Customer monthly for all services provided hereunder. 

(c) AT&T will provide Customer with service level quality assurances and remedies described below. 

1. AT&T shall promptly correct and remediate all Chronic Performance Issues. “Chronic 

Performance Issue” means the occurrence of any two or more of the following (each a “Triggering 

Event”) per month for more than three (3) consecutive months: 

a. The first time connect rate at the Hotel Property falling below 97.00%. First time connect 

rate will be calculated as follows: 1 – (total connectivity related tickets at the Hotel 

Property for a given month / the sum of HSIA End Users at such Customer Hotel Property 

for such month). 

b. The number of tickets per 100 users at the Hotel Property exceeds 1.5 (for Customer 

hotel properties that charge guests for HSIA services) or 3.0 (for Customer hotel 

properties that do not charge guests for HSIA services). Tickets per 100 users will be 

calculated as follows: (the sum of all support tickets related to the Services provided by 

AT&T for the Hotel Property in a month / the total number of HSIA End Users at such 

property for such month) * 100. 

c. The average number of tickets per room per year at a hotel property as measured monthly 

and annualized exceeds 1.5 (for Customer hotel properties that charge guests for HSIA 

services) or 2.0 (for Customer hotel properties that do not charge guests for HSIA 

services). Tickets per room per year will be calculated as follows: (the number of tickets 

related to the Services provided by AT&T at the Customer hotel property in the month / 

the total number of Guest Rooms at such hotel property) * 12. 

d. 10% or more of the tickets at the Hotel Property in a month indicating slowness or 

connectivity issues. 

e. AT&T failing to notify the Hotel Property within 24 hours that the peak utilization of the 

property’s Internet circuit during the Daily Peak Measurement Periods (as defined in the 

SOW attached to and made part of the Stay Connected Attachment) in any three 

consecutive calendar days has exceeded 80%. 

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2. On a monthly basis, AT&T will report its performance against each of the Triggering Events above 

to the Customer for each hotel property for which the Customer has a HSIA Solution covered by 

this HSIA Agreement. 

3. Intentionally left blank 

4. AT&T shall provide the Customer with a credit for each month during which a Chronic 

Performance Issue occurs in an amount equal to the support fee of $3.50 multiplied by the total 

number of Guest Rooms at each Hotel Property that was affected by the Chronic Performance 

Issue. Such credits shall be reflected on AT&T’s monthly invoice(s) to the Customer in the 

month(s) following any month during which a Chronic Performance Issue occurs. For the 

avoidance of doubt and by way of example, if the Hotel Property experiences 2 or more Triggering 

Events in January, February, March and April of a given year, and AT&T does not correct all of the 

Triggering Events until July of that year (so that each of the months of January through June had 

two (2) or more Triggering Events), the Customer would be entitled to credits calculated in 

accordance with this paragraph for the months of April (the fourth consecutive month of two (2) or 

more Triggering Events, and thus the first month in which the Chronic Performance Issue occurs), 

May, and June and reflected on AT&T’s invoices to the Customer in June, July and August 

(because billing is in arrears). 

5. AT&T shall be relieved of its obligation to provide the credits described in paragraph four (4) of this 

Section 4(c) if AT&T reasonably demonstrates that (i) the Chronic Performance Issue was caused 

by any of the following; (ii) such Chronic Performance Issue would have occurred notwithstanding 

any AT&T failure to perform in accordance with this HSIA Agreement; and (iii) except with respect 

to items a, b or c below, AT&T used commercially reasonable efforts to avoid the Chronic 

Performance Issue notwithstanding the occurrence of any of the following, and further provided 

that AT&T shall not be required to make any out-of-pocket expenditures in connection with such 

commercially reasonable efforts with respect to item d: 

a. Customer’s material breach of this HSIA Agreement; 

b. Hilton’s material breach of the Stay Connected Attachment; 

c. Negligence, willful misconduct or violations of law by Hilton or the Customer; 

d. Service or resource reductions requested or approved by the Customer and agreed to by 

the parties; provided that AT&T has previously notified the Customer in writing that the 

implementation of such request would, more likely than not, result in a Chronic 

Performance Issue; 

e. Events covered by the force majeure provisions of this HSIA Agreement (including any 

such provisions incorporated by reference to the HSIA Schedule and Joinder); 

f. Any service degradations or failures that are caused by or result from activities of the ISP 

providing the circuit to the Hotel Property; 

g. Except where indicated in the Stay Connected Attachment to the contrary, Services 

performed during the execution of the Hilton/AT&T disaster recovery plan in response to 

disasters declared by Hilton or AT&T pursuant to the Stay Connected Attachment; 

h. Customer’s failure to upgrade an over-utilized Internet circuit or equipment for which the 

Customer has responsibility under this HSIA Agreement at the Hotel Property, where 

AT&T has informed the Customer of such over-utilization. 

6. In the event of a conflict between the provisions of this Section 4(c) and any other provision of this 

HSIA Agreement, including, without limitation, any provisions pertaining to limitations of liability, 

regardless of whether such conflicting provisions are included directly in this HSIA Agreement or 

incorporated into this HSIA Agreement by reference to another document, the provisions of this 

Section 4(c) shall control. 

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7. Customer’s rights and remedies in this Section 4(c) shall not be deemed or construed to be a sole 

and exclusive remedy or in derogation of any other rights and remedies Customer has under this 

HSIA Agreement. 

8. Notwithstanding subsection (7) of this Section 4(c), no specific failure by AT&T of a provision of 

this Section 4(c) will be deemed to be a material breach in the absence of a showing by Customer 

of material breach of an obligation other than the obligation to meet the requirements of this 

Section 4(c). 

5. Termination and Termination Fees. 

(A) AT&T may terminate this HSIA Agreement, including all obligations of AT&T under this HSIA Agreement, at 

AT&T’s option: (a) upon thirty days prior written notice to Customer in the event of a material breach of Customer’s 

obligations or conditions set forth herein which default is not cured within the notice period, or (b) in accordance with 

Section 6 of this HSIA Agreement (below). 

(B) Should Customer terminate this HSIA Agreement prior to the termination or expiration of the Stay Connected 

Attachment, other than for AT&T’s material uncured breach of this HSIA Agreement, Customer shall pay to AT&T the 

following early termination fee: $3,000.00. The parties acknowledge that damages that will be suffered by AT&T are 

difficult to prospectively predict, and that the termination fee set forth herein represents a reasonable pre-estimate of 

such damages, and is not a penalty. 

(C) This HSIA Agreement, including all obligations of AT&T and Customer under this HSIA Agreement (other than of 

Customer to pay any fees to AT&T incurred prior to such termination) shall terminate effective immediately upon 

termination of the Stay Connected Attachment. 

(D) In the event Customer ceases to be a licensed franchisee of Hilton or its affiliates or subsidiaries or otherwise 

entitled to operate a hotel, timeshare, steamboat or cruise line using the name “Hilton” or any other registered 

trademark or trade name of Hilton or its Affiliates or subsidiaries pursuant to the terms of a written agreement (the 

“Management or License Agreement”) between Customer and Hilton or its affiliates or subsidiaries, Customer is 

obligated to make every effort to immediately cease its use of the HSIA Solution services and to remit all outstanding 

payments to AT&T. Upon notice of Customer’s (or Hilton’s) intent to terminate Hotel’s Management or License 

Agreement, Customer will notify AT&T of the termination date upon which Customer must cease use of the HSIA 

Solution under this HSIA Agreement. 

(E) Customer may terminate this HSIA Agreement, including all obligations of Customer under this HSIA Agreement 

(other than to pay for services rendered by AT&T prior to the time of termination): upon thirty (30) days prior written 

notice to AT&T in the event of a material breach of AT&T’s obligations which default is not cured within the notice 

period. 

6. Effect of Termination 

Upon notice of termination by either party, the steps required of Customer include: 

(A) 

General Obligations. 

1. Paying the amounts detailed below at the specified times; 

2. Making immediate arrangements to replace any Hilton-provisioned, pre-existing circuit with a circuit 

of Customer’s own choosing; 

3. Immediately removing all Hilton Stay Connected Program Guest Room collateral (tent cards, 

hockey puck card inserts, and Guest Service Directory pages); and 

4. Remitting final payment to AT&T for all invoiced services, HSIA Equipment and HSIA Software 

provided hereunder. 

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(B) 

Hotel Property De-Flagging. 

Upon termination of this HSIA Agreement under Section 5(D) above, this HSIA Agreement shall be 

deemed terminated by Customer without cause; and Customer shall be liable to AT&T for the early 

termination fees set forth in Section 5 hereof unless (a) the termination of this HSIA Agreement is the 

result of a Major Divestiture that includes the Hotel Property or (b) Customer agrees to and does enter 

into an AT&T Wi-Fi Services contract on a form acceptable to AT&T for HSIA support services within 

sixty (60) days following the date that the termination of this HSIA Agreement becomes effective. 

7. Defined Terms. 

All capitalized terms used in this HSIA Agreement which are not specially defined in this HSIA Agreement shall have 

the meaning ascribed to such terms in the Stay Connected Attachment. 

8. Order of Priority; Incorporation by Reference. 

In addition to and not in derogation of the obligations of the parties under this HSIA Agreement, all duties and 

obligations of a Participating Entity set forth in the Stay Connected Attachment (including without limitation as set forth 

in the SOW and the exhibits thereunder) shall apply to Customer, and Customer shall be entitled to all rights and 

privileges accorded to a Participating Entity under the Stay Connected Attachment. In the event of conflict between 

the provisions of this HSIA Agreement (including any Attachments or any other agreements incorporated by reference) 

and the provisions of any other agreement between AT&T (or any of its Affiliates) and Customer, the provisions of the 

HSIA Agreement shall prevail. In the event of conflict or inconsistency between the provisions of this HSIA Agreement 

and the Stay Connected Attachment, the provisions of the Stay Connected Attachment shall prevail. 

9. Assignment and Transfer. 

In the event of a transfer, sale or change of ownership of Hotel Property, this HSIA Agreement shall, subject to Section 

3(a), be assigned to and assumed by new owner/transferee or else Customer shall be liable to pay to AT&T the early 

termination fee set forth herein; AT&T has the right to refuse consent to such transfer only as set forth specifically in 

this paragraph (below). Even if assigned to and assumed by the new owner/transferee, Customer shall nevertheless 

be obligated to pay AT&T in full for all outstanding balances as of the date of the transfer unless new owner/transferee 

pays such balances by the due date for payment. Customer agrees to provide AT&T with written notice of the transfer, 

sale or change of ownership of the Hotel Property at least 30 days prior to such event, and to comply with AT&T’s 

credit check policies. If the new owner/transferee does not meet AT&T’s credit standards, and the Hotel Property 

remains a Hilton Hotel, AT&T may impose an additional security deposit requirement (but only consistent with the 

provisions of the Stay Connected Attachment). If the new owner/transferee does not qualify as a Hilton Hotel, the 

HSIA Agreement shall terminate pursuant to Section 5(D) at the time of the transfer and Customer shall be liable for 

payment of the early termination fee set forth herein, unless transferee agrees to and does enter into an AT&T Wi-Fi 

Services contract on a form acceptable to AT&T for HSIA support services no later than concurrently with the date of 

the purported transfer. 

10. Notices; Sharing with Hilton. 

Notices to Customer shall be sent to the following address: ____________________________________ [if left blank, 

then to the address set forth in the first paragraph of this Agreement]. 

AT&T’s notice address is: AT&T Wi-Fi Services, 4509 Freidrich Lane, Bldg. 3, Suite 300, Austin, TX 78744 Attn: Legal 

Department. 

AT&T may, without prior notice or consent of Customer, share with and disclose to Hilton this HSIA Agreement, all 

correspondence/contracts related to HSIA, along with any data and information related to or resulting from use of or 

access to the HSIA Solution. 

11. Counterparts. 

This HSIA Agreement may be executed in one or more counterparts, each of which shall constitute one and the same 

{000011-002419 00177073.DOCX; 2} 

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instrument. 

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12. Responsibility for Delays; Additional Hotel Responsibilities. 

Customer shall, at no cost to AT&T: (i) make available space in its wiring closet, any telecommunications access 

points, including all available fiber or twisted pair copper wiring, rooftop, Guest Rooms and other areas reasonably 

necessary to provision the services, for installation, operation and maintenance of the equipment necessary for AT&T 

to effect its obligations under the Agreement; (ii) provide a means for ingress and egress to this space as necessary to 

effectuate AT&T’s obligations hereunder; (iii) provide AT&T with sufficient electrical power and access to power 

outlets as necessary for AT&T to power its equipment in order to perform its obligations pursuant to the Agreement 

(including without limitation, access to dedicated and unswitched 110V / 20 amp power at each main distribution frame 

(MDF) unless an alternative power source is defined in the Installation Quote, intermediate distribution frame (IDF), 

mechanical or electrical closet, or wireless access point location where the installation of powered AT&T network 

equipment is required, and in each Guest Room in which powered equipment is installed). All unplanned installation 

or other costs incurred by AT&T as a result of any change orders post Site Survey or any breach of the responsibilities 

in this section shall be billed to Customer. 

AT&T is not responsible for any delays due to Customer’s failure to perform any necessary upgrades (e.g., core 

drilling, wiring chase installations, etc.) specified in the Installation Quote and/or Appendix AHR, delay in circuit 

delivery for reasons outside AT&T’s control, weather, power outages, Acts of God, acts of terrorism, riot, war or 

criminality of unrelated third parties, or any other similar reason not within AT&T’s control or if Customer fails to make 

timely payments of any amounts due AT&T hereunder as provided in AT&T’s invoices. 

13. General Terms and Conditions 

(A) Confidentiality. The parties agree that the functions and operations of AT&T’s HSIA Solution, facts regarding 

the equipment and materials related thereto, the manner of operation thereof, and the terms of this Agreement, all 

constitute the proprietary and confidential information of AT&T. Customer shall not disclose confidential information of 

AT&T to any third party. AT&T will not disclose any non-public information pertaining to Customer, its employees or 

business operations. 

(B) Entire Agreement/Prior Agreement. The Stay Connected Attachment in conjunction with this HSIA Agreement 

constitutes the entire understanding and agreement between Customer and AT&T with respect to the transactions 

contemplated herein and supersedes any and all prior or contemporaneous oral or written communications with 

respect to the subject matter hereof. If Customer receives HSIA services or products from AT&T or any of its Affiliates 

under a separate agreement between AT&T and Customer directly (“Legacy Agreement”), such Legacy Agreement 

shall be deemed expired (and is deemed to be amended, fully restated and entirely novated hereby), without liability to 

either party, as of the Effective Date (any amounts owed to AT&T under the Legacy Agreement shall be timely paid to 

AT&T). No other agreements, covenants, representations or warranties, express or implied, oral or written, have been 

made by either party to the other with respect to the subject matter hereunder. This Agreement may only be modified 

or amended in any way by an instrument in writing signed by an authorized representative of AT&T and an authorized 

representative of Customer. 

(C) Force Majeure. Nonperformance by either party (other than by Customer in payment of any amounts owed to 

AT&T under this Agreement) shall be excused to the extent that performance is rendered impossible by any cause 

reasonably beyond the control of the non-performing party. 

(D) Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or 

future laws, such provision shall be severable, and this Agreement shall be construed and enforced as if such illegal, 

invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this 

Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable 

provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable 

provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, 

invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. 

(E) No Joint Venture. Nothing contained herein shall be deemed or construed as creating a joint venture or 

partnership between AT&T and Customer. Neither party is, by virtue of this Agreement, authorized as an agent or 

legal representative of the other. 

(F) Intentionally left blank. 

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(G) Applicable Law, Consent to Jurisdiction and Equitable Relief 

This HSIA Agreement shall be governed by, and shall be construed, interpreted and enforced in accordance with, the 

laws of the State of New York. 

The parties to this HSIA Agreement agree that any claim, suit, action or proceeding, brought by either party, arising out 

of or relating to this Agreement or the transactions contemplated hereby shall be submitted for adjudication exclusively 

in any New York state or federal court sitting in the City and State of New York, and each of the parties hereto 

expressly agrees to be bound by such selection of jurisdiction and venue for purposes of such adjudication. Each 

party: (i) waives any objection which it may have that such court is not a convenient forum for any such adjudication; 

(ii) agrees and consents to the personal jurisdiction of such court with respect to any claim or dispute arising out of or 

relating to this HSIA Agreement or the transactions contemplated hereby; and (iii) agrees that process issued out of 

such court or in accordance with the rules of practice of such court shall be properly served if served personally or 

served by certified mail or other form of substituted service, as provided under the rules of practice of such court. 

(H) No Warranties/Disclaimers 

EXCEPT AS EXPRESSLY SET FORTH HEREIN, CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT AT&T 

MAKES NO WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY IN CONNECTION WITH THE 

PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT. CUSTOMER ALSO ACKNOWLEDGES 

AND ACCEPTS THAT AT&T SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR 

FITNESS FOR PARTICULAR PURPOSE RELATED TO THE SERVICES OR PRODUCTS PROVIDED 

HEREUNDER. 

CUSTOMER AND AT&T AGREE THAT IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER, OR 

ANY THIRD PARTY, FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES 

IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFITS, USE, DATA, 

OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF THIS 

AGREEMENT, INCLUDING BREACH OF WARRANTY, OR IN TORT EVEN IF SUCH PARTY HAS PREVIOUSLY 

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, EACH PARTY’S LIABILITY SHALL BE LIMITED 

TO PROVEN DIRECT DAMAGES AND SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY 

CUSTOMER HEREUNDER. 

14. No Recourse Against Hilton except to the extent that it or an Affiliate is a signatory to this HSIA Agreement. 

Both the Customer and AT&T hereby agree that nothing in this HSIA Agreement creates any obligations on Hilton 

(including, for purposes of this Section 14, its Affiliates except in the event that an Affiliate is a signatory to this HSIA 

Agreement). Neither Customer nor AT&T may seek to enforce any rights or remedies arising under this HSIA 

Agreement against Hilton except in the event that an Affiliate is a signatory to this HSIA Agreement in which case such 

Affiliate shall be subject to the same liabilities as any Customer. In no event shall Hilton have any liability whatsoever 

hereunder except in the event that an Affiliate is a signatory to this HSIA Agreement in which case such Affiliate shall 

be subject to the same liabilities as any Customer, whether in contract, tort (including, without limitation negligence), 

warranty or any other legal or equitable grounds, for any damage, loss, profit or revenues by the either Customer or 

AT&T (including any of its Affiliates) or for any direct, consequential, indirect, special, punitive or exemplary damages 

suffered by Customer or AT&T, that arise out of this HSIA Agreement. 

CUSTOMER: 

AT&T [AT&T Wi-Fi Services] 

By:_____________________________ 

By:_________________________________ 

Print Name:______________________ 

Print Name: _________________________ 

Title:____________________________ 

Title: _______________________________ 

{000011-002419 00177073.DOCX; 2} 

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Date:___________________________ 

Date:_______________________________ 

{000011-002419 00177073.DOCX; 2} 

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APPENDIX AHR 

Additional Hotel Responsibilities 

[Note: When completing New Hotel Agreements, this exhibit may be modified for a particular Hotel Property 

to address any special physical conditions at the Hotel Property, as long as such modification is not 

inconsistent with the Stay Connected Attachment, including without limitation, the SOW and its exhibits, 

including without limitation Exhibits I and C, and do not introduce additional legal terms and conditions] 

The following describes typical Customer responsibilities in connection with the Services. However, additional or 

alternative responsibilities may be identified in the Installation Quote and shall be binding on the Customer upon 

acceptance of the Installation Quote. 

 

 

 

 

 

 

 

 

Installation of CAT6 cable for Wireless Access Points (WAPS). The CAT6 will be terminated in the MDF/IDF in a 

patch panel installed in the rack that will house the HSIA equipment. The patch panel will be labeled so the 

location of the radio can be easily identified. The radio end of the cable will be terminated with a biscuit RJ45 jack. 

The length of the CAT6 runs will not exceed 300 feet, inclusive of service loop and patch cables. 

Installation of] CAT6 cable for Meeting Rooms as required. The CAT6 will be terminated in the MDF/IDF in a patch 

panel installed in the rack that will house the HSIA equipment. The length of the CAT6 runs will not exceed 300 

feet, inclusive of service loop and patch cables. 

If the Customer decides on a wired and/or wireless solution, then the site is responsible for all necessary cabling, 

including installation of CAT6 cabling for guest rooms and for the wireless radios (WAP's). Floor 1 cabling will 

terminate in the Floor 1 MDF. All other cabling will terminate in each respective floor's IDF. All cabling will 

terminate in a labeled patch panel so the rooms and radio locations can be easily identified. The radio end of the 

cable shall be terminated with a biscuit jack with a service loop. The in-room cabling shall be terminated in a 

standard wall plate. The Customer's cabling vendor is responsible for termination of the cabling and for labeling 

the patch panels. Ethernet cable runs cannot exceed 300 feet, including service loop, and WAP cable (for WAP 

drops), or the signal will degrade. 

Site must provide secure storage for all networking equipment. 

The Customer is responsible for cutting and installing a 12" x 12" access panel in the corridor ceiling drywall or in 

the soffit to place the wireless radios. We assume there is 8" to 12" of clearance between the ceiling drywall and 

the floor above. If suspended ceilings are installed at the location specified for the wireless radio, the radio will be 

installed above the suspended ceiling tile, or in existing access panels in the "bullnose". If access panels cannot 

be cut into the hard ceiling the property may consider cutting and installing access panels in the drywall corridor 

wall (the space between the corridor wall and the guest room wall). The radio is 10" x 10" x 3" deep and can be 

mounted vertically [this may result in the necessary deployment of more APs vs. horizontal (recommended) 

deployment] so 3" of space is needed between the walls. The Customer can install a wood beam between the 

studs to secure the radio. 

The Installation Quote does not include enclosures for wireless access points. 

Provide a cabling port map and testing results (including copper/fiber certification test reports) for all current wired 

and new cable connections to be utilized for HSIA program, including Uplinks, AP locations, guest room wired 

connections, business center, meeting room connections and any non HSIA devices using the HSIA network. All 

HSIA cabling (new and existing) must be clearly labeled using the room number at station and patch panel 

terminations. This must be completed prior to the arrival of the engineer. If the cabling installation, or any portion 

of the work described in this section is not fully completed prior to the arrival of the AT&T installation team, 

additional costs may be incurred by Customer as calculated in Section 1(h) of the Agreement 

Patch and paint any penetrations needed for structured cabling that is not covered by or not visible to guests. 

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Unless otherwise specified, any cabling and/or cabling terminations for Wireless Access Points shall not be placed 

in plain view. Cabling vendors shall make every reasonable effort to secure and to enclose fully any WAP cabling 

and terminations. 

Lift for cable runs and/or WAPs if necessary. Lift must include a full body harness with lanyard. 

Wherever required, site must provide protection for flooring. 

Customer shall provide a picture of each patch panel, rack, new equipment location, and a cable at a typical AP 

mounting location. 

Provide and install all necessary floor and/or wall mount racks and patch panels CAT6 in the MDF and IDFs. 

Customer is responsible for providing industry standard 19" equipment racks (EIA 310-D, CEA-310-E, IEC 60297) 

for mounting and securing of LAN equipment in MDF and IDFs. Rack shall have adequate space to accommodate 

specified equipment, cable management, and patch panel, with a suggested minimum of 7RMU. AT&T 

recommends 1RMU of cable management for every unit of patch panel. Customer's cabling vendor may derive 

the rack space requirements by referring to the hardware list of selected design within the material shared with the 

vendor by AT&T pursuant to the SOW. Any questions regarding aggregate rack space requirements may be 

addressed with AT&T. 

 

 

 

 

 

Wall-mounted equipment racks shall be installed upon backer board such that the installation will support the 

maximum load value of the rack. 

Where required, AT&T will provide accessory post mounts for supporting UPS units (greater than or equal to 

2RMU of UPS). 

Patch panels shall terminate any twisted pair and/or fiber optic connections specified within each MDF or IDF. 

Rack shall be mounted in accordance with Hilton-approved cabling standards and in conformance with applicable 

local code. 

If racks are not present or are deemed inadequate when the installation team arrives, any delays thereby caused 

or new equipment thereby required may incur additional costs to Customer calculated as set forth in Section 1(h) 

of the Agreement. 

Terminate all CAT6 wiring from the guest and meeting rooms in patch panels installed in above mentioned rack(s) 

that will house the HSIA equipment. 

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{000011-999987 00176970.DOC; 1} 

March 2011

hampton standards usa table of contents. 

introduction. 

Operations, and Design and Construction are the Primary Sections ............................................ xiv 

Viewing the Electronic Manual ...................................................................................................... xiv 

Understanding the Layout ............................................................................................................... xv 

The Resource Sidebar ................................................................................................................... xvi 

Intentionally Left Blank ................................................................................................................... xvi 

Searching with Keywords and Synonyms .................................................................................... xvii 

summary of changes. 

2010 Summary of Changes ............................................................................................. Summary-1 

100 our brand. 

101.00 Brand Culture .................................................................................................. 100-1 

102.00 Brand Identity .................................................................................................. 100-2 

103.00 Brand Designations ......................................................................................... 100-4 

104.00 Corporate Responsibility ................................................................................. 100-5 

200 quality assurance and brand thresholds. 

201.00 General Rules.................................................................................................. 200-1 

202.00 Quality Assurance Program ............................................................................ 200-2 

203.00 CORE Standards ............................................................................................. 200-4 

204.00 Minimum Performance Thresholds•/ 

•Brand Performance Gate Standards ............................................................. 200-5 

205.00 Property Improvement Planner ....................................................................... 200-6 

206.00 Relicensing•/•Renovation•/•Change of Ownership 

(Existing Properties Only) ................................................................................ 200-6 

300 employees. 

301.00 Staff Requirements .......................................................................................... 300-1 

302.00 Mandatory Full-Time Positions ........................................................................ 300-2 

303.00 Service Positions ............................................................................................. 300-2 

304.00 General Rules and Expected Behaviors ......................................................... 300-3 

305.00 Employee Appearance .................................................................................... 300-5 

306.00 Guest Relations and Service Standards ......................................................... 300-6 

{000011-999987 00176970.DOC; 1} 

March 2011

400 learning and development. 

401.00 General Rules.................................................................................................. 400-1 

402.00 Hilton Worldwide Programs ............................................................................. 400-1 

403.00 Franchisee Training ......................................................................................... 400-2 

404.00 Employee Training .......................................................................................... 400-2 

405.00 Training Requirements .................................................................................... 400-2 

500 brand sales and marketing. 

501.00 Hilton Worldwide Trademarks and Logos ....................................................... 500-1 

502.00 Brand Identity System ..................................................................................... 500-4 

503.00 Sales Programs ............................................................................................... 500-4 

504.00 Marketing Programs ........................................................................................ 500-4 

505.00 Advertising ....................................................................................................... 500-5 

506.00 Property Brochures and Collateral .................................................................. 500-6 

507.00 Signage ........................................................................................................... 500-6 

508.00 Graphics – Printed Materials and Supplies ..................................................... 500-7 

509.00 Internet Standards ........................................................................................... 500-8 

600 reservations and distribution experience. 

601.00 General Rules ................................................................................................ 600-1 

602.00 Required Sales and Marketing Programs ....................................................... 600-1 

603.00 Reservation Standards•/•Inventory ................................................................ 600-5 

604.00 Guestroom Rates ............................................................................................ 600-9 

605.00 Distribution Standards .................................................................................. 600-12 

606.00 Miscellaneous Charges ................................................................................. 600-13 

607.00 Reservations Service Standards .................................................................. 600-13 

700 hilton HHonors and customer really matters. 

701.00 General Rules.................................................................................................. 700-1 

702.00 Hilton HHonors ® .............................................................................................. 700-1 

703.00 Hilton HHonors ® (Portfolio-Wide) .................................................................... 700-1 

704.00 CRM ................................................................................................................ 700-7 

705.00 Guest Assistance ............................................................................................ 700-7 

800 welcome and farewell experience. 

{000011-999987 00176970.DOC; 1} 

March 2011 

801.00 General Rules.................................................................................................. 800-1

802.00 Pre-Arrival Services ......................................................................................... 800-1 

803.00 Guest Transportation ....................................................................................... 800-1 

804.00 Exterior Presentation ....................................................................................... 800-3 

805.00 Entrance•/•Lobby•/•Public Areas Presentation ............................................ 800-5 

806.00 Arrival Experience ........................................................................................... 800-7 

807.00 Front Desk Presentation .................................................................................. 800-7 

808.00 Front Desk Service .......................................................................................... 800-9 

809.00 Front Desk Collateral .................................................................................... 800-12 

810.00 Concierge Services ...................................................................................... 800-13 

811.00 Elevators•/•Corridors ................................................................................... 800-13 

812.00 Stairs ........................................................................................................... 800-14\\ 

900 guestroom and bath experience. 

901.00 General Rules.................................................................................................. 900-1 

902.00 Guestroom ....................................................................................................... 900-1 

903.00 Bathroom•/•Dressing Area ........................................................................... 900-11 

904.00 In-Room Coffee•/•Tea Service .................................................................... 900-15 

905.00 Suite Rooms ................................................................................................. 900-16 

906.00 Guestrooms with Fireplaces ......................................................................... 900-16 

907.00 Executive Level Rooms ................................................................................ 900-16 

908.00 Residential Units .......................................................................................... 900-17 

909.00 Penthouse Floor Experience ........................................................................ 900-17 

1000 other guest areas and services. 

1001.00 General Rules................................................................................................ 1000-1 

1002.00 Public Restrooms .......................................................................................... 1000-1 

1003.00 Dry Cleaning and Laundry Services .............................................................. 1000-1 

1004.00 Guest Laundry ............................................................................................... 1000-2 

1005.00 Vending ......................................................................................................... 1000-2 

1006.00 Automatic Teller Machines (ATMs) ............................................................... 1000-3 

1007.00 Luggage Storage .......................................................................................... 1000-3 

1008.00 Grocery Shopping ........................................................................................ 1000-3 

1009.00 Fire Pits•/•Patio Grills ................................................................................. 1000-3 

1010.00 Pet Policies•/•Amenities .............................................................................. 1000-4 

1011.00 Valet Services .............................................................................................. 1000-4 

1012.00 Executive Lounge ......................................................................................... 1000-4 

1013.00 Foreign Currency Exchange ......................................................................... 1000-4 

{000011-999987 00176970.DOC; 1} 

March 2011

1014.00 Revenue Producing Programs ..................................................................... 1000-4 


1101.00 General Rules................................................................................................ 1100-1 

1200 food and beverage. 

1201.00 General Rules .............................................................................................. 1200-1 

1202.00 Service Standards ........................................................................................ 1200-1 

1203.00 Business Center ............................................................................................ 1200-1 

1204.00 Meetings ........................................................................................................ 1200-3 

1205.00 Hospitality Suite ............................................................................................ 1200-5 

1206.00 Events ........................................................................................................... 1200-5 

1207.00 Pre-Function Areas ...................................................................................... 1200-5 

1208.00 Coat Room•/•Check .................................................................................... 1200-5 

1209.00 Brand Distinctive Programs .......................................................................... 1200-5 

1300 recreation experience. 

1301.00 General Rules .............................................................................................. 1300-1 


1303.00 Swimming Pool•/•Whirlpool (Indoor or Outdoor) ......................................... 1300-1 

1304.00 Fitness Center ............................................................................................... 1300-3 

1305.00 Activities ....................................................................................................... 1300-7 

1306.00 Whirlpool Experience .................................................................................... 1300-7 

1307.00 Resort Experience ........................................................................................ 1300-7 

1400 retail / concessionaire experience. 

1401.00 General Rules .............................................................................................. 1400-1 


1403.00 Suite Shop ..................................................................................................... 1400-1 

1404.00 Gift Shop ....................................................................................................... 1400-2 

1405.00 Other Retail Outlets ...................................................................................... 1400-2 

1406.00 Third-Party Concessionaires ......................................................................... 1400-3 

1500 safety, security and insurance. 

{000011-999987 00176970.DOC; 1} 

March 2011 

1501.00 General Rules .............................................................................................. 1500-1 

1502.00 Insurance ....................................................................................................... 1500-1

1503.00 Safety .......................................................................................................... 1500-12 

1504.00 Security ........................................................................................................ 1500-17 

1505.00 Loss Prevention ........................................................................................... 1500-19 

1506.00 Privacy•/•Data Integrity ............................................................................. 1500-20 


1601.00 General Rules .............................................................................................. 1600-1 

1602.00 Administrative Offices ................................................................................... 1600-1 

1603.00 Housekeeping Service Standards ................................................................. 1600-1 

1604.00 Maintenance Service Standards ................................................................... 1600-2 

1605.00 Service Areas ................................................................................................ 1600-3 

1606.00 Employee Facilities ...................................................................................... 1600-3 

1700 back of house and building operation. 

1701.00 Property Management Technology ............................................................... 1700-1 

1702.00 Voice Telecommunications Hardware .......................................................... 1700-8 

1703.00 Telephone Switchboard Requirements ......................................................... 1700-9 

1704.00 Telephone Requirements .............................................................................. 1700-9 

1705.00 High-Speed Internet Access (HSIA)............................................................ 1700-15 

1706.00 Entertainment .............................................................................................. 1700-17 

1707.00 Convenience................................................................................................ 1700-24 

1708.00 Accessibility ................................................................................................ 1700-24 

1709.00 Mobile Telephone and Wireless Devices .................................................... 1700-24 

2500 design and construction. 

{000011-999987 00176970.DOC; 1} 

March 2011 

Overview ........................................................................................................ 2500-1 

Codes ........................................................................................................... 2500-1 

2501.00 Exterior .......................................................................................................... 2500-2 

2502.00 Lobby Area .................................................................................................... 2500-8 

2503.00 Public Restrooms ........................................................................................ 2500-17 

2504.00 Food and Beverage ..................................................................................... 2500-20 

2505.00 Executive Lounge ........................................................................................ 2500-27 

2506.00 Commercial Facilities .................................................................................. 2500-27 

2507.00 Meeting Facilities ......................................................................................... 2500-31 

2508.00 Recreational Facilities ................................................................................. 2500-37 

2509.00 Circulation .................................................................................................... 2500-47 

2510.00 Guestrooms•/•Suites.................................................................................. 2500-53

2511.00 Specialty Suites ........................................................................................... 2500-71 

2512.00 Guest Bath ................................................................................................... 2500-71 

2513.00 Back of House ............................................................................................. 2500-82 

2514.00 Technical Criteria ........................................................................................ 2500-91 

2515.00 Furnishings, Fixtures and Equipment ........................................................ 2500-116 

2516.00 Fire Protection and Life Safety Requirements .......................................... 2500-120 

2517.00 Accessibility Guidelines ............................................................................. 2500-140 

2518.00 Voice and Data Wiring Standards ............................................................. 2500-140 

design and construction glossary. 

Abbreviations ............................................................................................... Glssry-1 

Acronyms ..................................................................................................... Glssry-2 

Terminology/Definitions ............................................................................... Glssry-3 

{000011-999987 00176970.DOC; 1} 

March 2011

EXHIBIT I

CALIFORNIA 

Commissioner of Corporations 

Department of Corporations 


Suite 750 

Los Angeles, CA 90013-2344 

(213) 576-7500 

HAWAII 

Commissioner of Securities of the 

State of Hawaii 

Department of Commerce and 

Consumer Affairs – Business 

Registration Division, Securities 

Compliance Branch 

335 Merchant Street, 

Room 203 

Honolulu, HI 96813 

(808) 586-2722 

ILLINOIS 

Attorney General of the State of 

Illinois 

500 South Second Street 


(217) 782-8706 

INDIANA 

Indiana Secretary of State 

Administrative Office 

Indiana Government Center South 

302 W. Washington Street 

Room E111 


(317) 232-6681 

EXHIBIT I 

STATE REGULATORY AUTHORITIES 

MARYLAND 

Securities Commissioner 

Division of Securities 

State Law Department 

20th Floor 

200 St. Paul Place 

Baltimore, MD 21202-2020 

(410) 576-7042 

MICHIGAN 

Consumer Protection Division 

Antitrust and Franchise Unit 

Michigan Department of Attorney 

General 

525 W. Ottawa Street 


(517) 373-1140 

MINNESOTA 

Minnesota Department of 

Commerce 

85 7th Place East, Suite 500 

St. Paul, MN 55101-2198 

(651) 296-6328 

NEW YORK 

Bureau of Investor Protection and 

Securities 

New York State Department of 

Law 

120 Broadway, 23rd Floor 


(212) 416-8211 

NORTH DAKOTA 


Fifth Floor 

600 East Boulevard Ave. 

Bismarck, ND 58505-0510 

(701) 328-2910 

RHODE ISLAND 

Director 

Department of Business Regulation 

1511 Pontiac Avenue 

Bldg. 69-1 

Cranston, RI 02920 

(401) 462-9527 

SOUTH DAKOTA 

Director, Division of Securities 

Department of Revenue and Regulation 

445 E. Capitol 

Pierre, SD 57501-3185 

(605) 773-4823 

VIRGINIA 

Clerk of the State Corporation 

Commission 

1300 E. Main St. 


(804) 371-9051 

WASHINGTON 

Washington Department of Financial 

Institutions 

150 Israel Road SW 

Tumwater, WA 98501 

(360) 902-8760 

WISCONSIN 

Commissioner of Securities 

345 W. Washington Avenue 


(608) 266-8559 

{000011-999987 00177718.DOCX; 2} 

March 2011

EXHIBIT J

EXHIBIT J 

REGISTERED AGENTS AUTHORIZED TO 

RECEIVE SERVICE OF PROCESS* 

California 

Commissioner of Corporations 

Department of Corporations 

320 West 4 th Street, Ste. 750 

Los Angeles, CA 90013-2344 

Hawaii 

Commissioner of Securities of the 

State of Hawaii 

Department of Commerce and 

Consumer Affairs – Business 

Registration Division, Securities 

Compliance Branch 

335 Merchant Street, Room 203 

Honolulu, HI 96813 

Illinois 

Attorney General of the State of 

Illinois 

500 South Second Street 


Indiana 

Indiana Secretary of State 

201 State House 


Maryland 


Division of Securities 

State Law Department 

200 St. Paul Pl., 20 th Floor 


Michigan 

Dept. of Energy, Labor & Economic 

Growth 

Corporations Division 

7150 Harris Drive 


Minnesota 

Minnesota Commissioner of 

Commerce 

Department of Commerce 

85 7th Place East, Suite 500 

St. Paul, MN 55101-2198 

New York 

Secretary of State of the State of 

New York 

99 Washington Ave. 


North Dakota 


600 East Boulevard Ave., Fifth Fl. 

Bismarck, ND 58505 

Rhode Island 

Director 

Dept of Business Regulation 

1511 Pontiac Avenue 

John O. Pastore Complex – 

Building 69-1 

Cranston, RI 02920 

South Dakota 

Director, Division of 

Securities 

Department of Revenue and 

Regulation 

445 E. Capitol 

Pierre, SD 57501-3185 

Virginia 

Clerk of the State 

Corporation Commission 



Washington 

Washington Department 

of Financial Institutions 

150 Israel Rd SW 

Tumwater, WA 98501 

Wisconsin 

Commissioner of Securities 

345 W. Washington Ave. 


*If a state is not listed above, the franchisor has not appointed an agent for service of process in 

that state in connection with the requirements of franchise laws. There may be states in addition 

to those listed above in which the franchisor has appointed an agent for service of process. There 

may also be additional agents appointed in some of the states listed. 

{000011-999987 00177803.DOC; 2} 

March 2011

EXHIBIT K

EXHIBIT K 

Addendum To Disclosure Document Pursuant to 

The California Franchise Investment Law 

OUR WEBSITES HAVE NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA 

DEPARTMENT OF CORPORATIONS. ANY COMPLAINTS CONCERNING THE CONTENTS OF 

OUR WEBSITES MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF 

CORPORATIONS AT www.corp.ca.gov. 

Notwithstanding anything to the contrary set forth in the Franchise Disclosure Document, 

the following provisions shall supersede and apply to all franchises offered and sold in the State of 

California: 

ITEM 17 


1. California Business and Professions Code Sections 20000 through 20043 provide rights to 

the franchisee concerning termination or non-renewal of a franchise. If the Franchise 

License Agreement contains a provision that is inconsistent with the law, the law will 

control. 

2. The Franchise License Agreement provides for termination upon bankruptcy. This provision 

may not be enforceable under federal bankruptcy law (11 U.S.C.A. Sec. 101 et seq). 

3. The Franchise License Agreement contains a provision requiring application of the laws of 

New York. This provision may not be enforceable under California law. 

4. The Franchise License Agreement requires venue to be limited to Fairfax County, Virginia 

unless we sue you where your Hotel is located. This provision may not be enforceable 

under California law. 

5. You must sign a general release of claims if you renew or transfer your franchise. California 

Corporations Code Section 31512 voids a waiver of your rights under the Franchise 

Investment Law (California Corporations Code Sections 31000 through 31516). Business 

and Professions Code Section 20010 voids a waiver of your rights under the Franchise 

Relations Act (Business and Professions Code Sections 20000 through 20043). 

6. California Corporations Code, Section 31125 requires us to give you a disclosure 

document, approved by the Department of Corporations before we ask you to consider a 

material modification of your Franchise License Agreement. 

7. THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL 

PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE 

DELIVERED TOGETHER WITH THE DISCLOSURE DOCUMENT. 

8. Neither the franchisor nor any person or franchise broker disclosed in Item 2 of the 

Disclosure Document is subject to any currently effective order of any national securities 

association or national securities exchange, as defined in the Securities Exchange Act of 

1934, 15 U.S.C.A. 78a et seq., suspending or expelling such persons from membership in 

such association or exchange. 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT K 

Addendum to Disclosure Document Pursuant to 

the Hawaii Franchise Investment Law 

1. THE GENERAL RELEASE LANGUAGE CONTAINED IN THE FRANCHISE 

LICENSE AGREEMENT SHALL NOT RELIEVE HILTON OR ANY OTHER PERSON, 

DIRECTLY OR INDIRECTLY, FROM LIABILITY IMPOSED BY THE LAWS CONCERNING 

FRANCHISING OF THE STATE OF HAWAII. 

2. THESE FRANCHISES HAVE BEEN FILED UNDER THE FRANCHISE 

INVESTMENT LAW OF THE STATE OF HAWAII. FILING DOES NOT CONSTITUTE 

APPROVAL, RECOMMENDATION OF ENDORSEMENT BY THE DIRECTOR OF 

COMMERCE AND CONSUMER AFFAIRS OR A FINDING BY THE DIRECTOR OF 

COMMERCE AND CONSUMER AFFAIRS THAT THE INFORMATION PROVIDED HEREIN IS 

TRUE, COMPLETE AND NOT MISLEADING. 

3. THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER "OR 

SELL ANY FRANCHISE IN THIS STATE WITHOUT FIRST PROVIDING TO THE 

PROSPECTIVE FRANCHISEE, OR SUBFRANCHISOR, AT LEAST SEVEN DAYS PRIOR TO 

THE EXECUTION BY THE PROSPECTIVE FRANCHISEE, OF ANY BINDING AGREEMENT, 

OR AT LEAST SEVEN DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY THE 

FRANCHISEE, OR SUBFRANCHISOR, WHICHEVER OCCURS FIRST, A COPY OF THE 

DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS 

RELATING TO THE SALE OF THE FRANCHISE. 

4. THIS DISCLOSURE DOCUMENT CONTAINS A SUMMARY ONLY OF CERTAIN 

MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR 

AGREEMENT SHOULD BE REFERRED TO FOR A STATEMENT OF ALL RIGHTS, 

CONDITIONS, RESTRICTIONS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE 

FRANCHISEE. 

5. A. This proposed registration is exempt from the registration requirements 

of the states of California, Illinois, Indiana, Maryland, New York, North 

Dakota, Rhode Island, South Dakota, Washington, and the states of 

Connecticut, Florida, Iowa, Maine, North Carolina, Ohio, Oklahoma and 

South Carolina. 

B. This proposed registration is or will shortly be on file in the states of 

Hawaii, Minnesota, Virginia and Wisconsin; notice of filing is in effect in 

Michigan. 

C. No states have refused, by order or otherwise, to register these 

franchises. 

D. No states have revoked or suspended the right to offer these franchises. 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT K 


the Illinois Franchise Disclosure Act 


the following provisions will supersede and apply to all franchises offered and sold in the State 

of Illinois: 

ITEM 13 

Trademarks 

1. While the Licensor does not own the Proprietary Marks, its affiliate owns the Proprietary 

Marks and has licensed the Licensor both to use them and to sublicense them to its 

licensees. 

ITEM 17 


1. Notice Required by Law: 

THE TERMS AND CONDITIONS UNDER WHICH YOUR FRANCHISE CAN BE 

TERMINATED AND YOUR RIGHTS UPON NON-RENEWAL MAY BE AFFECTED BY 

ILLINOIS LAW, 815 ILCS 705/19 AND 705/20. 

2. The provisions of the Franchise License Agreement and all other agreements 

concerning governing law, jurisdiction, venue, choice of law and waiver of jury trials will 

not constitute a waiver of any right conferred upon Licensee by the Illinois Franchise 

Disclosure Act. The Illinois Franchise Disclosure Act will govern the Franchise License 

Agreement with respect to Illinois licensees and any other person under the jurisdiction 

of the Illinois Franchise Disclosure Act. 

3. Section 41 of the Illinois Franchise Disclosure Act states that "any condition, stipulation, 

or provision purporting to bind any person acquiring any franchise to waive compliance 

with any provision of this Act is void". 

4. Item 17v and 17w: The second sentence of Paragraph 16.b. of the Franchise License 

Agreement is amended to read as follows: 

“For this reason, we each agree that except to the extent governed by the United States 

Trademark Act of 1946 (Lanham Act; 15 U.S.C. 1050 et seq.), as amended, this 

Agreement will be construed in accordance with, and all disputes between us (whether 

in contract, tort, or otherwise) arising out of or related to this Agreement, any breach of 

this Agreement, or the relationship between us, will be governed by the laws of the State 

of New York, except as otherwise required by the Illinois Franchise Disclosure Act, 

without recourse to New York (or any other) choice of law or conflicts of law principles.” 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT K 


the Maryland Franchise Registration and Disclosure Law 

The following provisions will supersede anything to the contrary in the Franchise 

Disclosure Document or Franchise License Agreement and will apply to all franchises offered 

and sold under the laws of the State of Maryland: 

ITEM 17. 


1. The general release language contained in the Franchise License Agreement shall not 

relieve the Licensor or any other person, directly or indirectly, from liability under the 

Maryland Franchise Registration and Disclosure Law. 

2. The laws of the State of Maryland may supersede the Franchise License Agreement, 

including the areas of termination and renewal of the Franchise. 

3. A franchisee may sue in Maryland for claims arising under the Maryland Franchise 

Registration and Disclosure Law. Any claims arising under the Maryland Franchise 

Registration and Disclosure Laws must be brought within three years after the grant of 

the Franchise. 

4. The provision of the Franchise License Agreement that provides for termination upon 

your bankruptcy may not be enforceable under federal bankruptcy law (11 U.S.C. 

Section 101 et seq.). 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT K 

MICHIGAN ADDENDUM TO DISCLOSURE DOCUMENT 

THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE 

SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS 

ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT 

BE ENFORCED AGAINST YOU. 

(a) 

A prohibition on the right of a franchisee to join an association of franchisees. 

(b) A requirement that a franchisee assent to a release, assignment, novation, waiver or 

estoppel which deprives a franchisee of rights and protections provided in this act. This shall not 

preclude a franchisee, after entering into a Franchise License Agreement, from settling any and 

all claims. 

(c) A provision that permits a franchisor to terminate a franchise prior to the expiration of its 

term except for good cause. Good cause shall include the failure of the franchisee to comply 

with any lawful provision of the Franchise License Agreement and to cure such failure after 

being given written notice thereof and a reasonable opportunity, which in no event need be 

more than 30 days, to cure such failure. 

(d) A provision that permits a franchisor to refuse to renew a franchise without fairly 

compensating the franchisee by repurchase or other means for the fair market value at the time 

of expiration of the franchisee's inventory, supplies, equipment, fixtures and furnishings. 

Personalized materials which have no value to the Franchisor and inventory, supplies, 

equipment, fixtures and furnishings not reasonably required in the conduct of the franchise 

business are not subject to compensation. This subsection applies only if (i) the term of the 

franchise is less than 5 years and (ii) the franchisee is prohibited by the franchise or other 

agreement from continuing to conduct substantially the same business under another 

trademark, service mark, trade name, logotype, advertising of other commercial symbol in the 

same area subsequent to the expiration of the franchise or the franchisee does not receive at 

least 6 months advance notice of Franchisor's intent not to renew the franchise. 

(e) A provision that permits the franchisor to refuse to renew a franchise on terms generally 

available to other franchisees of the same class or type under similar circumstances. This 

section does not require a renewal provision. 

(f) A provision requiring that arbitration or litigation be conducted outside the state of 

Michigan. This shall not preclude the franchisee from entering into an agreement, at the time of 

arbitration, to conduct arbitration at a location outside the state of Michigan. 

(g) A provision which permits a franchisor to refuse to permit a transfer of ownership of a 

franchise, except for good cause. This subdivision does not prevent a franchisor from exercising 

a right of first refusal to purchase the franchise. Good cause shall include, but is not limited to: 

(i) The failure of the proposed transferee to meet the franchisor's then current 

reasonable qualifications or standards. 

(ii) The fact that the proposed transferee is a competitor of the franchisor or 

subfranchisor. 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT K 

(iii) The unwillingness of the proposed transferee to agree in writing to comply with 

all lawful obligations. 

(iv) The failure of the franchisee or proposed transferee to pay any sums owing to 

the franchisor or to cure any default in the Franchise License Agreement existing at the time of 

the proposed transfer. 

(h) A provision that requires the franchisee to resell to the franchisor items that are not 

uniquely identified with the Franchisor. This subdivision does not prohibit a provision that grants 

to a franchisor a right of first refusal to purchase the assets of a franchise on the same terms 

and conditions as a bona fide third party willing and able to purchase those assets, nor does this 

subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a 

franchise for the market or appraised value of such assets if the franchisee has breached the 

lawful provisions of the Franchise License Agreement and has failed to cure the breach in the 

manner provided in subdivision (c). 

(i) A provision which permits the Franchisor to directly or indirectly convey, assign, or 

otherwise transfer its obligations to fulfill contractual obligations to the franchisee unless 

provision has been made for providing the required contractual service. 

THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE 

ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR 

ENDORSEMENT BY THE ATTORNEY GENERAL. 

ANY QUESTIONS REGARDING THIS NOTICE SHOULD BE DIRECTED TO: 

DEPARTMENT OF THE ATTORNEY GENERAL'S OFFICE 

CONSUMER PROTECTION DIVISION 

ATTN: FRANCHISE SECTION 

525 W. OTTAWA ST. 

G. MENNEN WILLIAMS BUILDING, 

FIRST FLOOR 

LANSING, MICHIGAN 48933 

(517) 373-7117 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT K 


the Minnesota Franchise Investment Law 

Notwithstanding anything to the contrary set forth in the Disclosure Document, the following 

provisions will supersede and apply to all franchises offered and sold in the State of Minnesota: 

ITEM 13 

1. Licensor shall indemnify Licensee against liability to third parties resulting from claims by 

third parties that the Licensee's use of the trademarks of Licensor infringes trademark rights 

of the third party. Licensor does not indemnify Licensee against the consequences of 

Licensee's use of Licensor’s trademarks except in accordance with the requirements of the 

Franchise License Agreement, and, as a condition to indemnification, Licensee must provide 

notice to Licensor of any such claim and tender the defense of the claim to Licensor within 

ten (10) days after the claim is asserted. If Licensor accepts the tender of defense, Licensor 

has the right to manage the defense of the claim, including the right to compromise, settle or 

otherwise resolve the claim, and to determine whether to appeal a final determination of the 

claim. 

ITEM 17 

1. Minnesota law provides franchisees with certain termination and non-renewal rights. 

Minnesota Statutes, Section 80C.14, subdivisions 3, 4, and 5 require, except in certain 

specified cases, that franchisees be given 90 days notice of termination (with 60 days to 

cure) and 180 days notice for non-renewal of the license agreement. 

2. The general release language contained in the Franchise License Agreement shall not 

relieve the Licensor or any other person, directly or indirectly, from liability imposed by the 

laws concerning franchising in the State of Minnesota. 

3. Minnesota Rule 2860.4400J prohibits requiring a franchisee to consent to liquidated 

damages. Under the terms of the Franchise License Agreement, as modified by the 

Minnesota Addendum to the Franchise License Agreement, all references to liquidated 

damages are deleted. 

4. Minnesota Statutes, Sections 80C.21 and Minnesota Rule 2860.4400J prohibit the Licensor 

from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or 

requiring the Licensee to consent to liquidated damages, termination penalties or judgment 

notes. In addition, nothing in the Franchise Disclosure Document or agreement can abrogate 

or reduce any of Licensee’s rights as provided for in Minnesota Statutes, Chapter 80C, or 

Licensee’s rights to any procedure, forum or remedies provided for by the laws of the 

jurisdiction. 

5. Minn. Rule 2860-4400J prohibits waiver of a jury trial. All references in the Franchise 

License Agreement to waiver of a jury trial are deleted in their entirety. 

6. Under the terms of the Franchise License Agreement as modified by the Minnesota 

Addendum to the Franchise License Agreement, you agree that if you engage in any noncompliance 

with the terms of the Franchise License Agreement or unauthorized or improper 

use of the System or Proprietary Marks, during or after the period of the Franchise License 

Agreement, Hilton Worldwide, its successors and assigns, separately or along with Licensor, 

will be entitled to seek both temporary and permanent injunctive relief against licensee from 

any court of competent jurisdiction, in addition to all other remedies which Licensor may have 

at law, and you consent to the seeking of those temporary and permanent injunctions. 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT K 


the New York Franchise Sales Act 

Notwithstanding anything to the contrary set forth in the Franchise Disclosure Document, the 

following provisions will supersede and apply to all franchises offered and sold under the laws of the 

State of New York: 

ITEM 17 


1. No release language set forth in the Franchise License Agreement will relieve the Licensor or 

any other person, directly or indirectly, from liability imposed by the laws concerning 

franchising of the State of New York. 

2. The requirements of Section 5.e. of the Franchise License Agreement that you consent to the 

entry of an injunction are modified in the State of New York to provide only that you consent to 

the seeking of such an injunction. 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT K 

Addendum to the Disclosure Document Pursuant to the 

North Dakota Franchise Disclosure Act 

Notwithstanding anything to the contrary set forth in the Disclosure Document, the 

following provisions supersede and apply to all franchises offered and sold in the State of North 

Dakota: 

1. Section 14.d. of the Franchise License Agreement is hereby deleted in its entirety, and 

replaced by the following: 

d. Damages Upon Termination By Us. If we terminate the Agreement under 

Subparagraphs 14.a. or 14.b. above, you acknowledge your default will cause 

substantial damage to us. You therefore agree that if we terminate this Agreement, the 

termination will not be our sole remedy, and you will also be liable to us for all damages 

and losses we have suffered arising from the early termination of this Agreement to the 

same extent as if you had improperly terminated the Agreement. You also agree that 

you will remain liable for all other obligations and claims under this Agreement, including 

obligations following termination under Subparagraphs 14.f., 5.e., 8.c. and Paragraph 9 

and other damages suffered by us arising out of your breach or default. 

2. The laws of the State of North Dakota supersede any provisions of the Franchise 

License Agreement, the other agreements or New York law if such provisions are in 

conflict with North Dakota law. The Franchise License Agreement will be governed by 

North Dakota law, rather than New York law, as stated in Section 16.b. of the Franchise 

License Agreement. 

3. Any provision in the Franchise License Agreement which designates jurisdiction or 

venue or requires the Licensee to agree to jurisdiction or venue, in a forum outside of 

North Dakota, is deleted from the Franchise License Agreement. 

4. Any provision in the Franchise License Agreement which requires you to waive your 

right to a trial by jury is deleted from the Franchise License Agreement. 

5. No release language set forth in the Franchise License Agreement shall relieve the 

Licensor or any other person, directly or indirectly, from liability imposed by the laws 

concerning franchising of the State of North Dakota. 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT K 

Addendum To Franchise Disclosure Document 

Additional Information Required by 

the State of Rhode Island 

In recognition of the requirements of the State of Rhode Island Franchise Investment Act (the 

“Act”), §19-28.1 et seq., the Franchise Disclosure Document submitted by the Licensor for use 

in the State of Rhode Island is amended as follows: 

1. Item 17 u.- Dispute resolution by arbitration or mediation shall comply with §19-28.1-21 

of the Act - Private civil actions - and be amended to read: 

(a.) A person who violates any provision of this Act is liable to the franchisee for 

damages, costs, and attorneys and experts fees. In the case of a violation of §§ 19- 

28.1-5, 19-28.1-8, or 19-28.1-17(1)-(5), the franchisee may also sue for rescission. No 

person shall be liable under this section if the defendant proves that the plaintiff knew 

the facts concerning the violation. 

(b) Every person who directly or indirectly controls a person liable under this section, 

every principal executive officer or director of the liable person, every person occupying 

a similar status or performing similar functions, and every agent or employee of a liable 

person, who materially aids in the act or transaction constituting the violation, is also 

liable jointly and severally with and to the same extent as the person liable under this 

section, unless the agent, employee, officer, or director proves he or she did not know, 

and in the exercise of reasonable care could not have known of the existence of the fact 

by reason of which the liability is alleged to exist. 

2. Item 17 v. - Choice of forum and Item 17 w. - Choice of law shall comply with § 19-28.1- 

14 of the Act - Jurisdiction and venue - and be amended to read: 

A provision in a Franchise License Agreement restricting jurisdiction or venue to a forum 

outside this state or requiring the application of the laws of another state is void with 

respect to a claim otherwise enforceable under this Act. 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT K 

Addendum to Disclosure Document 

Pursuant to the Virginia Retail Franchise Act 

In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising 

Act, this Franchise Disclosure Document for use in the Commonwealth of Virginia shall be 

amended as follows: 

Additional Disclosure: The following statements are added to Item 17.h. 

Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor 

to cancel a franchise without reasonable cause. If any grounds for default or termination stated 

in the Franchise License Agreement do not constitute “reasonable cause” as that term may be 

defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be 

enforceable. 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT K 


the Washington Franchise Investment Protection Act 


the following provisions shall supersede and apply to all franchises offered and sold in the State of 

Washington: 

1. If any of the provisions in the Franchise Disclosure Document or Franchise License 

Agreement are inconsistent with the relationship provisions of RCW 19.100.180 or other 

requirements of the Washington Franchise Investment Protection Act (the “Act”) (including 

areas of termination and renewal of your franchise), the provisions of the Act will prevail 

over the inconsistent provisions of the Franchise Disclosure Document or Franchise 

License Agreement with regard to any franchise sold in Washington. 

2. A release or waiver of rights executed by a Franchisee will not include rights under the Act 

except when executed pursuant to a negotiated settlement after the Franchise License 

Agreement is in effect and where the parties are represented by independent counsel. 

Provisions such as those which unreasonably restrict or limit the statute of limitations period 

for claims under the Act, and rights or remedies under the Act such as a right to a jury trial, 

may not be enforceable. 

3. In the event of a conflict of laws, the provisions of the Washington Franchise Investment 

Protection Act, Chapter 19.100 RCW shall prevail. 

4. Transfer fees are collectable to the extent that they reflect the Licensor’s reasonable 

estimated or actual costs in effecting a transfer. 

{000011-999987 00176693.DOC; 2} 

March 2011

EXHIBIT L

EXHIBIT L 

VOLUNTARY TERMINATION 

OF 

LICENSE AGREEMENT 

(OPEN HOTEL – CHANGE OF OWNERSHIP) 

THIS VOLUNTARY TERMINATION OF LICENSE AGREEMENT (the "Termination 

Agreement") is made as of the _____ day of _________, 20__ (the "Termination Date"), by and 

between [Insert Licensee Entity Name], a[n] [Insert State of Formation] [Insert Type of Entity] 

("Licensee"), and ___________________________________, a Delaware limited liability company 

("Licensor"). 

A. WHEREAS, Licensor and Licensee are parties to that certain [Franchise License 

Agreement] dated as of [Insert Date] (referred to herein collectively, along with all applicable 

amendments, addenda, riders, supplemental agreements and assignments as the “License 

Agreement”), with respect to the [Insert Name of Hotel] located at [Insert Hotel Address] (the “Hotel”); 

B. WHEREAS, Licensee has transferred title in the Hotel to [Insert Name of New Licensee 

Entity, State of Formation, and Type of Entity] (“Transferee”) as of the Termination Date; 

C. WHEREAS, [Licensor] [Licensor’s affiliate _________________] and Transferee have 

entered into a new franchise license agreement for the Hotel effective as of the Termination Date; and 

D. WHEREAS, Licensor and Licensee desire to terminate the License Agreement, effective 

as of the Termination Date, and otherwise enter into the agreements set forth herein. 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is 

hereby acknowledged, Licensor and Licensee hereby agree as follows: 

1. The License Agreement is hereby terminated effective as of the Termination Date. 

2. Licensee is required to deliver to Licensor, via wire transfer, on or before the Termination 

Date, in immediately available good funds, all actual and estimated amounts due for Monthly Royalty 

Fees, Program Fees, and other fees and charges under the License Agreement through the Termination 

Date (the “Estimated Payment”). Licensor shall apply such amounts of the Estimated Payment to actual 

amounts payable under the License Agreement for such purposes as and when such amounts become 

payable. If at any time the Estimated Payment is not sufficient to pay such actual amounts as and when 

they become due, Licensee shall immediately make such additional payments as may be necessary to 

pay such amounts in full without any delays of any kind. As soon as practicable after termination of the 

License Agreement, Licensor shall perform a final accounting of all amounts payable under the License 

Agreement for Monthly Royalty Fees, Monthly Program Fees, and other fees and charges. Within 10 days 

of receipt of Licensor’s final accounting. Licensee shall deliver to Licensor, via wire transfer in 

immediately available good funds, any unpaid amounts due to Licensor. If such accounting results in any 

unused amount of the Estimated Payment, Licensor shall promptly return such unused amount to 

Licensee. The provisions of this Paragraph 2 shall survive the termination of the License Agreement. If 

Licensee fails to deliver the Estimated Payment as required by this Paragraph 2, Licensee shall be in 

default of the License Agreement, and Licensor is entitled to terminate the License Agreement and collect 

all amounts due under it. 

3. Licensee, on behalf of itself, its predecessors, and each of its present and former officers, 

employees, directors, shareholders, members, parents, subsidiaries, alter egos, affiliates, partners, 

agents, attorneys, accountants, heirs, executors, administrators, conservators, successors and assigns, 

hereby fully and forever releases and discharges Licensor, its predecessors, successors and assigns and 

each of their former and present officers, employees, directors, shareholders, members, parents, 

{000011-002419 00176670.DOC; 2} 

March 2011 

1

subsidiaries, alter egos, affiliates, partners, representatives, agents, and attorneys (collectively, the 

"Released Parties"), from any and all claims, demands, liens, actions, agreements, suits, causes of 

action, obligations, controversies, debts, costs, attorneys’ fees, expenses, damages, judgments, orders 

and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or suspected 

which have existed or may have existed, or which do exist or which hereafter can, shall or may exist, 

based on any facts, events or omissions occurring from any time on or prior to the execution of this 

Termination Agreement which arise out of, concern, pertain or relate in any way to the License 

Agreement (the "Released Claims"). 

Licensee acknowledges that there is a possibility that subsequent to the execution of this 

Termination Agreement, it will discover facts or incur or suffer claims which were unknown or 

unsuspected at the time this Termination Agreement was executed, and which if known by it at that time 

may have materially affected its decision to execute this Termination Agreement. Licensee acknowledges 

and agrees that by reason of this Termination Agreement and the release contained in this Termination 

Agreement, it is assuming any risk of such unknown facts and such unknown and unsuspected claims. 

Licensee has been advised of the existence of Section 1542 of the California Civil Code ("Section 1542"), 

which provides: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER 

FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY 

HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER 

SETTLEMENT WITH THE DEBTOR. 

Notwithstanding such provisions, this release shall constitute a full release in accordance with its 

terms. Licensee knowingly and voluntarily waives the provisions of Section 1542, as well as any other 

statute, law or rule of similar effect. In connection with such waiver and relinquishment Licensee 

acknowledges that it is aware that it may hereafter discover claims presently unknown or unsuspected, or 

facts in addition to or different from those which it now knows or believes to be true, with respect to the 

matters released herein. Nevertheless, it is the intention of Licensee, through this Termination 

Agreement, and with the advice of counsel, to fully and finally settle and release all such matters, and all 

claims relative thereto, which do now exist may exist or have existed between and among the parties 

hereto. Licensee hereby acknowledges that it has been advised by its legal counsel, understands and 

acknowledges the significance and consequence of this release and of this specific waiver of Section 

1542 and other such laws. 

Licensee hereby represents to Licensor that it has not assigned or transferred any Released 

Claim that Licensee has or may have against Licensor, and agrees to indemnify and hold Licensor 

harmless from any liabilities, claims, demands, damages, costs, expenses and attorneys’ fees incurred by 

Licensor as a result of any person asserting any such assignment or transfer. Licensee agrees that it will 

forever refrain and forbear from commencing, instituting or prosecuting any lawsuit, action or other 

proceeding of any kind whatsoever, by way of action, defense, set-off, cross-complaint or counterclaim, 

against the Released Parties based on, arising out of or in connection with any Released Claim except for 

actions commenced to enforce any rights conferred in this Termination Agreement. In the event of any 

violation of this subsection, this Termination Agreement shall be subject to termination at the election of 

Licensor. 

4. Licensee represents and warrants as follows: (a) no other party, nor any agent or 

attorney of any other party, has made any promise, representation or warranty whatever, express or 

implied, not contained herein concerning the subject matter hereof, to induce it to execute this 

Termination Agreement; (b) the person executing this Termination Agreement in a representative 

capacity on behalf of Licensee is empowered to do so; (c) Licensee has read this Termination Agreement 

and any exhibits attached hereto and understands the contents thereof. Licensee has made such an 

investigation of the facts pertinent to this Termination Agreement and of all the matters pertaining thereto 

as it deemed necessary; and (d) Licensee has been represented by legal counsel of its own choice 

{000011-002419 00176670.DOC; 2}000011-002419 00176670.DOC; 1} 

March 2011 

2

throughout all negotiations which preceded the execution of this Termination Agreement and Licensee 

has executed this Termination Agreement with the consent and the advice of such legal counsel. 

5. Nothing in this Termination Agreement or any related document shall be construed as an 

express or implied admission or acknowledgment by Licensor or Licensee of any liability to Licensee or 

Licensor, as applicable, or to any other person, all such liability being expressly denied. The parties 

hereto agree that this Termination Agreement is the result of a compromise within the provisions of 

California Evidence Code §§ 1152 and 1154. 

6. Licensee and Licensor agree to execute such additional documentation and cooperate in 

further proceedings necessary to effectuate the terms of this Termination Agreement without charge or 

other consideration. 

7. This Termination Agreement including any exhibits hereto, constitutes the entire 

agreement and understanding between the parties concerning the subject matter hereof, and supersedes 

and replaces all prior negotiations, proposed agreements and agreements, written and oral, relating 

thereto. No covenants, agreements, representations and warranties of any kind whatsoever have been 

made by any party hereto, except as specifically set forth in this Termination Agreement. 

8. The representations and warranties of this Termination Agreement and the obligation to 

pay any outstanding amounts under the License Agreement, as well as the provisions of the License 

Agreement that are intended under the terms of the License Agreement to survive termination of the 

License Agreement or by their nature are to be performed following termination of the License 

Agreement, such as the indemnity and confidentiality provisions and insurance requirements, are all 

deemed to survive the date of the execution of this Termination Agreement. 

9. All questions with respect to the construction of this Termination Agreement and the 

rights and liabilities of the parties hereunder shall be governed by the same laws of, and shall be 

submitted and resolved by a court of competent jurisdiction located in the same city and state stipulated 

by the parties in the License Agreement. 

10. This Termination Agreement may be executed in any number of counterparts, each of 

which shall be deemed an original, but all of which together shall constitute one and the same 

instrument.. 

11. If any provision of this Termination Agreement is adjudicated to be unenforceable or 

invalid for any reason, that part will be severed from the balance of this Termination Agreement and the 

validity and enforceability of the remainder of this Termination Agreement will in no way be effected or 

impaired unless the severed portion was essential to the intended purpose of this Termination 

Agreement. If the severed portion was essential to the intended purpose of this Termination Agreement 

then the party who was to receive the benefit of the severed portion has the option to void this 

Termination Agreement. The parties expressly agree that Paragraphs 1, 2, 3 and 12 are each essential 

to the intended purpose of this Termination Agreement. 

12. Licensor shall be entitled to recover its reasonable attorneys’ fees, court costs, costs of 

collection, expenses of litigation and other fees, costs and disbursements in any action brought to enforce 

or interpret this Termination Agreement or collect any amounts due hereunder or under the License 

Agreement. 

13. This Termination Agreement shall bind and inure to the benefit of the parties hereto and 

their respective successors, assigns, heirs, administrators, executors and conservators. 

14. This Termination Agreement may be amended, modified, canceled, or waived only by 

written instrument executed by each of the parties. 

{000011-002419 00176670.DOC; 2}000011-002419 00176670.DOC; 1} 

March 2011 

3

15. A waiver of any term or condition of this Termination Agreement will not be deemed to 

be, and may not be construed as, a waiver of any other term or condition hereof. 

16. This Termination Agreement will be construed neutrally, and will not be applied more 

strictly against one party than another. 

17. Capitalized terms not otherwise defined herein shall have the meanings assigned to them 

in the License Agreement. 

IN WITNESS WHEREOF, the parties hereto execute this Termination Agreement as of the date 

first here above written. 

LICENSEE: 

[INSERT LICENSEE ENTITY NAME], 

a[n] [Insert State of Formation] [Insert Type of Entity] 

LICENSOR: 

[FRANCHISOR ENTITY NAME], 


By: _____________________________ 

By: 

Name: ___________________________ 

Name: 

Title: _____________________________ Title: , 

Executed on: ________________________ 

Executed on: ________________________ 

{000011-002419 00176670.DOC; 2}000011-002419 00176670.DOC; 1} 

March 2011 

4

EXHIBIT M

EXHIBIT M 

RECEIPT 


This disclosure document summarizes certain provisions of the franchise agreement and other information 

in plain language. Read this disclosure document and all agreements carefully. 

If Hampton Inns Franchise LLC offers you a franchise, it must provide this disclosure document to you 14 

calendar-days before you sign a binding agreement with, or make a payment to, the franchisor or an 

affiliate in connection with the proposed franchise sale. 

Rhode Island requires that we give you this disclosure document at the earlier of the first personal meeting 

or 10 business days before the execution of the franchise or other agreement or the payment of any 

consideration that relates to the franchise relationship. 

Michigan and Washington require that we give you this disclosure document at least 10 business days 

before the execution of any binding franchise or other agreement or the payment of any consideration, 

whichever occurs first. 

If Hampton Inns Franchise LLC does not deliver this disclosure document on time or if it contains a false 

or misleading statement, or a material omission, a violation of federal law and state law may have 

occurred and should be reported to the Federal Trade Commission, Washington, DC 20580 and the state 

agency listed on Exhibit I. 

The franchisor is Hampton Inns Franchise LLC, located at 7930 Jones Branch Drive, Suite 1100, McLean, 

VA 22102. Its telephone number is (703) 883-1000. 

Issuance date: March 31, 2011 

The franchise seller for this offering is Hilton Worldwide, Inc. and [name] _______________________, 

[title] ______________________, [address], __________________________________, [telephone 

number] _________________________. 

Hampton Inns Franchise LLC authorizes the respective state agencies identified on Exhibit J to receive 

service of process for it in the particular state. 

I received a disclosure document dated March 31, 2010 that included the following Exhibits: 


Exhibit B 

List of Licensed Hotels Terminated, Canceled, Not Renewed or with Changes in 

Controlling Interest During FY 2010 

Exhibit C 

Financial Statements 

Exhibit D 

Franchise License Agreement, Rider, Attachment A and State Addenda 

Exhibit D-1 

Development Incentive Promissory Note 

Exhibit E 

Guarantee of Franchise License Agreement 

Exhibit F 

Franchise License Application 

Exhibit G 

Computer System Agreements (HITS Agreement/HSIA Agreement) 

Exhibit H 

Table of Contents of Brand Standards Manual 

Exhibit I 

State Administrators 

Exhibit J 

Agents for Service of Process 

Exhibit K 

State Addenda to Franchise Disclosure Document 

Exhibit L 

Voluntary Termination Agreement (Franchise License Agreement) 

Exhibit M 

Receipt 

{000011-999987 00176709.DOC; 2} 

March 2011 

Hampton Inns Franchise LLC Receipt 

Page 1 of 2

PROSPECTIVE FRANCHISEE: 

If a corporation or other business entity: 

If an individual: 

______________________________________ 

(Name of Entity) 

___________________________________ 

(Signature) 

By: 

(Signature) 

___ 

___________________________________ 

(Printed Name) 

Printed Name: __________________________ 

Date: ______________________________ 

Title: 

Date: 

_________ 

________________________________ 

CITY/STATE OF PROPOSED HOTEL(S): _________________________________________________ 

PLEASE SIGN THIS RECEIPT IN DUPLICATE, RETAIN ONE FOR YOUR RECORDS, AND RETURN 

ONE SIGNED COPY (FRONT AND BACK) TO: 

{000011-999987 00176709.DOC; 2} 

March 2011 


Page 2 of 2

EXHIBIT M 

RECEIPT 


This disclosure document summarizes certain provisions of the franchise agreement and other information 

in plain language. Read this disclosure document and all agreements carefully. 

If Hampton Inns Franchise LLC offers you a franchise, it must provide this disclosure document to you 14 

calendar-days before you sign a binding agreement with, or make a payment to, the franchisor or an 

affiliate in connection with the proposed franchise sale. 

Rhode Island requires that we give you this disclosure document at the earlier of the first personal meeting 

or 10 business days before the execution of the franchise or other agreement or the payment of any 

consideration that relates to the franchise relationship. 

Michigan and Washington require that we give you this disclosure document at least 10 business days 

before the execution of any binding franchise or other agreement or the payment of any consideration, 

whichever occurs first. 

If Hampton Inns Franchise LLC does not deliver this disclosure document on time or if it contains a false 

or misleading statement, or a material omission, a violation of federal law and state law may have 

occurred and should be reported to the Federal Trade Commission, Washington, DC 20580 and the state 

agency listed on Exhibit I. 

The franchisor is Hampton Inns Franchise LLC, located at 7930 Jones Branch Drive, Suite 1100, McLean, 

VA 22102. Its telephone number is (703) 883-1000. 

Issuance date: March 31, 2011 

The franchise seller for this offering is Hilton Worldwide, Inc. and [name] _______________________, 

[title] ______________________, [address], __________________________________, [telephone 

number] _________________________. 

Hampton Inns Franchise LLC authorizes the respective state agencies identified on Exhibit J to receive 

service of process for it in the particular state. 

I received a disclosure document dated March 31, 2011 that included the following Exhibits: 


Exhibit B 

List of Licensed Hotels Terminated, Canceled, Not Renewed or with Changes in 

Controlling Interest During FY 2010 

Exhibit C 

Financial Statements 

Exhibit D 

Franchise License Agreement, Rider, Attachment A and State Addenda 

Exhibit D-1 

Development Incentive Promissory Note 

Exhibit E 

Guarantee of Franchise License Agreement 

Exhibit F 

Franchise License Application 

Exhibit G 

Computer System Agreements (HITS Agreement/HSIA Agreement) 

Exhibit H 

Table of Contents of Brand Standards Manual 

Exhibit I 

State Administrators 

Exhibit J 

Agents for Service of Process 

Exhibit K 

State Addenda to Franchise Disclosure Document 

Exhibit L 

Voluntary Termination Agreement (Franchise License Agreement) 

Exhibit M 

Receipt 

{000011-999987 00176709.DOC; 2} 

March 2011 


Page 1 of 2

PROSPECTIVE FRANCHISEE: 

If a corporation or other business entity: 

If an individual: 

______________________________________ 

(Name of Entity) 

___________________________________ 

(Signature) 

By: 

(Signature) 

___ 

___________________________________ 

(Printed Name) 

Printed Name: __________________________ 

Date: ______________________________ 

Title: 

Date: 

_________ 

________________________________ 

CITY/STATE OF PROPOSED HOTEL(S): _________________________________________________ 

PLEASE SIGN THIS RECEIPT IN DUPLICATE, RETAIN ONE FOR YOUR RECORDS, AND RETURN 

ONE SIGNED COPY (FRONT AND BACK) TO: 

{000011-999987 00176709.DOC; 2} 

March 2011 


Page 2 of 2

FRANCHISE DISCLOSURE DOCUMENT HAMPTON INNS ...

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