Relationships with Managers

We are party to hotel management agreements for each of our hotels owned. The following table sets forth the agreement date, initial term and number of renewal terms under the respective hotel management agreements for each of our hotels. Generally, the term of the hotel management agreements renew automatically for a negotiated number of consecutive periods upon the expiration of the initial term unless the property manager gives notice to us of its election not to renew the hotel management agreement.



Property	Manager	Date of Agreement	Initial Term	Number of Renewal Terms
Atlanta Alpharetta Marriott	Marriott	9/2000	30 years	Two ten-year periods
Bethesda Marriott Suites	Marriott	12/2004	21 years	Two ten-year periods
Boston Westin Waterfront	Starwood	5/2004	20 years	Four ten-year periods
Chicago Marriott Downtown	Marriott	3/2006	32 years	Two ten-year periods
Conrad Chicago	Hilton	11/2005	10 years	Two five-year periods
Courtyard Denver Downtown	Sage Hospitality	7/2011	5 years	One five-year period
Courtyard Manhattan/Fifth Avenue	Marriott	12/2004	30 years	None
Courtyard Manhattan/Midtown East	Marriott	11/2004	30 years	Two ten-year periods
Frenchman's Reef & Morning Star Marriott Beach Resort	Marriott	9/2000	30 years	Two ten-year periods
Hilton Boston Downtown	Davidson Hotels & Resorts	11/2012	7 years	Two five-year periods
Hilton Burlington	Interstate Hotels & Resorts	12/2010	5 years	Month-to-month
Hilton Garden Inn Chelsea/New York City	Alliance Hospitality Management	9/2010	10 years	None
Hilton Minneapolis	Hilton	3/2006	20 ¾ years	None
Hotel Rex	Joie de Vivre Hotels	9/2005	5 years	Month-to-month
JW Marriott Denver at Cherry Creek	Sage Hospitality	5/2011	5 years	One five-year period
Lexington Hotel New York	Highgate Hotels	6/2011	10 years	One five-year period
Los Angeles Airport Marriott	Marriott	9/2000	40 years	Two ten-year periods
Oak Brook Hills Resort	Destination Hotels & Resorts	11/2013	5 years	None
Orlando Airport Marriott	Marriott	11/2005	30 years	None
Renaissance Charleston	Marriott	1/2000	21 years	Two five-year periods
Renaissance Worthington	Marriott	9/2000	30 years	Two ten-year periods
Salt Lake City Marriott Downtown	Marriott	12/2001	30 years	Three fifteen-year periods
The Lodge at Sonoma, a Renaissance Resort & Spa	Marriott	10/2004	20 years	One ten-year period
Vail Marriott Mountain Resort & Spa	Vail Resorts	6/2005	15½ years	None
Westin San Diego	Interstate Hotels & Resorts	12/2010	5 years	Month-to-month
Westin Washington D.C. City Center	Interstate Hotels & Resorts	12/2010	5 years	Month-to-month

Under our hotel management agreements, the hotel manager receives a base management fee and, if certain financial thresholds are met or exceeded, an incentive management fee. The base management fee is generally payable as a percentage of gross hotel revenues for each fiscal year. The incentive management fee is generally based on hotel operating profits, but the fee only applies to that portion of hotel operating profits above a negotiated return on our invested capital, which we refer to as the owner's priority. We refer to this excess of operating profits over the owner's priority as “available cash flow.”

In November 2013, we terminated the management agreement with Marriott to operate the Oak Brook Hills Resort. We entered into a five-year management agreement with Destination Hotels & Resorts to operate the hotel as an independent hotel and conference facility. In connection with the termination, we paid Marriott a termination fee of approximately $0.7 million and wrote off $1.1 million of unamortized key money, which is included within other hotel expenses on the accompanying consolidated statement of operations.

The following table sets forth the base management fee, incentive management fee and FF&E reserve contribution, generally due and payable each fiscal year, for each of our properties:



Property	Base Management Fee(1)			Incentive Management Fee(2)			FF&E Reserve Contribution(1)
Atlanta Alpharetta Marriott	3	%		25	%		5	%
Bethesda Marriott Suites	3	%		50	%	(3)	5	%	(4)
Boston Westin Waterfront	2.5	%		20	%		4	%
Chicago Marriott Downtown	3	%		20	%	(5)	5	%
Conrad Chicago	3	%	(6)	15	%		4	%
Courtyard Denver Downtown	2	%	(7)	10	%		4	%
Courtyard Manhattan/Fifth Avenue	5.5	%	(8)	25	%		4	%
Courtyard Manhattan/Midtown East	5	%		25	%		4	%
Frenchman's Reef & Morning Star Marriott Beach Resort	3	%		15	%		5.5	%
Hilton Boston Downtown	2	%		10	%		4	%
Hilton Burlington	1	%	(9)	10	%		—
Hilton Garden Inn Chelsea/New York City	2	%	(10)	10	%		—
Hilton Minneapolis	3	%		15	%		4	%
Hotel Rex	3	%		10	%		4	%
JW Marriott Denver at Cherry Creek	2.25	%	(11)	10	%		4	%
Lexington Hotel New York	3	%		20	%		4	%
Los Angeles Airport Marriott	3	%		25	%		5	%
Oak Brook Hills Resort Chicago (12)	2	%		—			—
Orlando Airport Marriott	2	%		25	%		5	%
Renaissance Charleston	3.5	%		20	%		5	%
Renaissance Worthington	3	%		25	%		5	%
Salt Lake City Marriott Downtown	3	%		20	%		5	%
The Lodge at Sonoma, a Renaissance Resort & Spa	3	%		20	%		5	%
Vail Marriott Mountain Resort & Spa	3	%		20	%		4	%
Westin San Diego	1	%	(9)	10	%		4	%	(13)
Westin Washington D.C. City Center	1	%	(9)	10	%		4	%

______________


(1)	As a percentage of gross revenues.


(2)	Based on a percentage of hotel operating profits above a specified return on our invested capital or specified operating profit thresholds.


(3)	The owner's priority expires in 2027.


(4)	The contribution is reduced to 1% until operating profits exceed an owner's priority of $3.8 million.


(5)	Calculated as 20% of net operating income before base management fees. There is no owner's priority.


(6)	The base management fee is reduced by the amount in which operating profits do not meet the performance guarantee. The performance guarantee was $8.6 million in 2013 and base management fees were reduced to zero.


(7)	The base management fee is 2.5% of gross revenues if the hotel achieves operating results in excess of 7% of our invested capital and 3% of gross revenues if the hotel achieves operating profits in excess of 8% of our invested capital.


(8)	The base management fee increases to 6% beginning in fiscal year 2015 for the remainder of the agreement. Prior to 2015, the base management fee may increase to 6.0% at the beginning of the fiscal year following the achievement of operating profits equal to or above $5.0 million.

(9) The base management fee will increase to 1.5% of gross revenues beginning on July 12, 2014. Total management fees are capped at 2.5% of gross revenues.


(10)	During 2013, we amended the management agreement to reduce the annual base management fee from 2.5% to 2% effective March 1, 2013.


(11)	The base management fee is 2.75% of gross revenues if the hotel achieves operating profits in excess of 7% of our invested capital and 3.25% of gross revenues if the hotel achieves operating profits in excess of 8% of our invested capital.

(12) We terminated the management agreement with Marriott effective November 2013 and entered into a new management agreement with Destination Hotels & Resorts. Under the new management agreement, the base management fee was reduced from 3% to 2% and the FF&E reserve contribution requirement was eliminated.

(13) Pursuant to the loan agreement, dated March 29, 2013, beginning April 2013, the hotel is required to make a FF&E reserve contribution of 4% of gross revenues.

The following is a summary of management fees from continuing operations for the years ended December 31, 2013, 2012 and 2011 (in thousands):



	Year Ended December 31,
	2013		2012		2011
Base management fees	$	19,324	$	18,757	$	15,817
Incentive management fees	6,222		5,550		5,226
Total management fees	$	25,546	$	24,307	$	21,043

Eight of our hotels earned incentive management fees for the year ended December 31, 2013. Five of our hotels earned incentive management fees for the year ended December 31, 2012. Three of our hotels earned incentive management fees for the year ended December 31, 2011.

Performance Termination Provisions

Our management agreements provide us with termination rights upon a manager's failure to meet certain financial performance criteria and decision not to cure the failure by making a cure payment. The Oak Brook Hills Resort, Orlando Airport Marriott, and the Hilton Garden Inn Chelsea/New York City each failed its performance test at the end of 2012. The following are the actions we have taken as a result of these performance test failures:


•	Oak Brook Hills Resort: We terminated the management agreement effective in November 2013. We entered into a 5-year management agreement with Destination Hotels & Resorts to operate the hotel as an independent hotel.


•	Hilton Garden Inn Chelsea/New York City: We amended the management agreement to reduce the base management fee to 2% of gross revenues for the remainder of the term.


•	Orlando Airport Marriott: We determined that no action would be taken.

Key Money

Our managers have contributed to us certain amounts in exchange for the right to manage or franchise hotels we have acquired and in connection with the completion of certain brand enhancing capital projects. We refer to these amounts as “key money.” Key money is classified as deferred income in the accompanying consolidated balance sheets and amortized against management fees or franchise fees on the accompanying consolidated statements of operations.

During 2013, Marriott provided us $4.2 million of key money in connection with the rebranding of the Lexington Hotel New York as an Autograph Collection Hotel in accordance with the franchise agreement. Marriott also provided us $0.3 million in 2013 for additional renovations at Frenchman's Reef and Morning Star Marriott Beach Resort.

We amortized $2.2 million of key money during the year ended December 31, 2013, $1.0 million during the year ended December 31, 2012, and $0.7 million during the year ended December 31, 2011. The amortization for the year ended December 31, 2013 includes $1.1 million of key money written off as a result of the change of hotel manager of the Oak Brook Hills Resort during 2013. This key money write-off is included within other hotel expenses on the accompanying consolidated statement of operations.

Franchise Agreements

The following table sets forth the terms of the hotel franchise agreements for our nine franchised hotels:



	Date of Agreement	Term	Franchise Fee
Vail Marriott Mountain Resort & Spa	6/2005	16 years	6% of gross room sales plus 3% of gross food and beverage sales
Hilton Garden Inn Chelsea/New York City	9/2010	17 years	Royalty fee of 5% of gross room sales and program fee of 4.3% of gross room sales
JW Marriott Denver at Cherry Creek	5/2011	15 years	6% of gross room sales and 3% of gross food and beverage sales
Lexington Hotel New York (1)	3/2012	20 years	3% of gross room sales (2)
Courtyard Denver Downtown	7/2011	16 years	5.5% of gross room sales
Hilton Boston Downtown	7/2012	10 years	5% of gross room sales and 3% of gross food and beverage sales; program fee of 4% of gross room sales
Westin Washington D.C. City Center	12/2010	20 years	7% of gross room sales and 3% of gross food and beverage sales
Westin San Diego	12/2010	20 years	7% of gross room sales and 3% of gross food and beverage sales
Hilton Burlington	7/2012	10 years	5% of gross room sales and 3% of gross food and beverage sales; program fee of 4% of gross room sales

___________


(1)	The agreement began on the date the hotel opened as a Autograph Collection hotel, which was August 19, 2013.


(2)	Increases to 4% on the first anniversary of the agreement and 5% on the second anniversary of the agreement.

We recorded $11.4 million, $8.4 million and $5.7 million of franchise fees during the fiscal years ended December 31, 2013, 2012, and 2011, respectively, which are included in other hotel expenses on the accompanying consolidated statement of operations.