EXHIBIT 10.40 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 14th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
INTERIM LOAN NO. 01-1035672 LOAN AGREEMENTLoan Agreement • March 31st, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Pennsylvania
1 Exhibit 4.2 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (this "Agreement") dated as of September 30, 1996 among Doubletree Corporation, a Delaware corporation (together with its subsidiaries, "Doubletree"), Jack P. DeBoer ("DeBoer"), an...Stockholders Agreement • October 30th, 1996 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
OFLimited Liability Company Agreement • November 14th, 2002 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
2 3 this Agreement shall mean: (i) the prospectus relating to the Common Shares in the form in which it is first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; (ii) if a Term Sheet is not used and no filing pursuant to...Candlewood Hotel Co Inc • October 30th, 1996 • Hotels & motels • California
1 Exhibit 10.1 CANDLEWOOD HOTEL COMPANY, INC. Series A Cumulative Convertible Preferred Stock STOCK PURCHASE AGREEMENT Dated as of August 27, 1997 TABLE OF CONTENTS (NOT PART OF AGREEMENT) ----------------------------------------------...Stock Purchase Agreement • October 8th, 1997 • Candlewood Hotel Co Inc • Hotels & motels
SECOND AMENDED AND RESTATED SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement") is entered into as of this 11th day of April, 2002, by and between CANDLEWOOD LEASING NO. 1, INC., a Delaware corporation (the...Security Agreement • April 26th, 2002 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
HPT CW PROPERTIES TRUST, AS LANDLORD, AND CANDLEWOOD LEASING NO. 1, INC., AS TENANTLease Agreement • January 7th, 1998 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
BACKGROUNDRegistration Rights Agreement • August 10th, 1998 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
by and among CANDLEWOOD HOTEL COMPANY, INC. AND CERTAIN OF ITS AFFILIATES, as Sellers, andPurchase and Sale Agreement • October 28th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
WITNESSETH:Stockholders Agreement • August 10th, 1998 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
1 EXHIBIT 10.1 CANDLEWOOD HOTEL COMPANY, INC. SECURITIES PURCHASE AGREEMENT Dated as of June 30, 1998 TABLE OF CONTENTS (Not Part of Agreement)Securities Purchase Agreement • August 10th, 1998 • Candlewood Hotel Co Inc • Hotels & motels • New York
EXHIBIT 10.39 MANAGEMENT AGREEMENTManagement Agreement • May 15th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
GUARANTYGuaranty • November 14th, 2002 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
HPT CW PROPERTIES TRUST, AS LANDLORD, AND CANDLEWOOD LEASING NO. 1, INC., AS TENANTLease Agreement • April 26th, 2002 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
1 EXHIBIT 10.4 CANDLEWOOD HOTEL COMPANY, L.L.C. DEVELOPMENT AGREEMENT CANDLEWOOD HOTEL COMPANY, L.L.C. DEVELOPMENT AGREEMENT TABLE OF CONTENTSDevelopment Agreement • October 30th, 1996 • Candlewood Hotel Co Inc • Hotels & motels • Kansas
AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • November 14th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
EXHIBIT 10.42 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT (this "First Amendment") is made and entered into as of July 21, 2003 by and between HPT CW PROPERTIES...Lease Agreement • August 14th, 2003 • Candlewood Hotel Co Inc • Hotels & motels
VOTING AGREEMENTVoting Agreement • November 14th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
BY AND AMONGAsset Purchase and Sale Agreement • October 28th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
55,000,000.00 April 12, 2002 FOR VALUE RECEIVED, CANDLEWOOD PORTFOLIO I, LLC, a Delaware limited liability company, as successor by merger to (i) Candlewood Detroit, MI-Auburn Hills, LLC, (ii) Candlewood Cary, LLC, (iii) Candlewood Ft. Worth,...Candlewood Hotel Co Inc • March 31st, 2003 • Hotels & motels • Pennsylvania
1 EXHIBIT 10.2 INDEMNIFICATION AGREEMENT SCHEDULE Each of the following Directors and Officers of Candlewood Hotel Company, Inc. (the "Company") are a party to an Indemnification Agreement with the Company:Indemnification Agreement • March 30th, 1999 • Candlewood Hotel Co Inc • Hotels & motels
RECITALSCredit Facility Agreement • March 28th, 1997 • Candlewood Hotel Co Inc • Hotels & motels • California
EXHIBIT 10.23 AMENDED AND RESTATED LEASE AGREEMENT Dated as of August 10, 2001 by and betweenLease Agreement • November 14th, 2001 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
1 Exhibit 10.5 CANDLEWOOD HOTEL COMPANY, L.L.C. FRANCHISE AGREEMENT CANDLEWOOD HOTEL COMPANY, L.L.C. 2 FRANCHISE AGREEMENT TABLE OF CONTENTSFranchise Agreement • October 17th, 1996 • Candlewood Hotel Co Inc • Hotels & motels • Kansas
1 EXHIBIT 10.26 LEASE AGREEMENT BY AND BETWEEN VANTAGE POINT PROPERTIES, INC.Lease Agreement • March 30th, 1999 • Candlewood Hotel Co Inc • Hotels & motels • Kansas
EXHIBIT 10.43 THIRD AMENDED AND RESTATED GUARANTY AGREEMENT THIS THIRD AMENDED AND RESTATED GUARANTY AGREEMENT (this "Agreement") is made and given as of this 21st day of July, 2003, by CANDLEWOOD HOTEL COMPANY, INC., a Delaware corporation (the...Guaranty Agreement • August 14th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Maryland
EXHIBIT 10.14 [COMPANY LETTERHEAD] June 2, 1997 Mr. James E. Roos 5512 Ash Creek Lane Plano, Texas 75093 Dear Jim: I am very pleased that you and I have reached agreement on your joining Candlewood Hotel Company as our President. To outline the major...Candlewood Hotel Co Inc • March 30th, 1998 • Hotels & motels
EXHIBIT 10.41 FIFTH AMENDMENT TO AGREEMENT TO LEASE THIS FIFTH AMENDMENT TO AGREEMENT TO LEASE (this "Amendment") is made and entered into as of July 21, 2003 by and between HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust...Agreement to Lease • August 14th, 2003 • Candlewood Hotel Co Inc • Hotels & motels
1 EXHIBIT 10.4 GUARANTY AGREEMENT ------------------ THIS GUARANTY AGREEMENT (this "Agreement") is made and given as of this 14th day of May, 1998, by CANDLEWOOD HOTEL COMPANY, INC., a Delaware corporation (the "Guarantor"), for the benefit of HPT CW...Guaranty Agreement • June 9th, 1998 • Candlewood Hotel Co Inc • Hotels & motels • Maryland
EXHIBIT 10.33 PROMISSORY NOTECandlewood Hotel Co Inc • November 14th, 2002 • Hotels & motels
FOR VALUE RECEIVED, the undersigned, CANDLEWOOD HOTEL COMPANY FUND, I, LLC, a Delaware limited liability company (the "Borrower"), hereby promises to pay (x) Boston Capital Institutional Advisors LLC or (y) provided that the registration provision of Section 10.2.5 of the Loan Agreement (as that term is hereinafter defined) has been satisfied, to the successors and assigns of Boston Capital Institutional Advisors LLC (together with any subsequent holders of this Note, the "Lender"), at its office at One Boston Place, Boston, Massachusetts 02108, or at such other place as the Lender may from time to time designate in writing, the principal sum of
1 Exhibit 10.4 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this "Agreement") is made and given as of this 24th day of December, 1997, by CANDLEWOOD HOTEL COMPANY, INC., a Delaware corporation (the "Guarantor"), for the benefit of HP CW PROPERTIES...Guaranty Agreement • January 7th, 1998 • Candlewood Hotel Co Inc • Hotels & motels • Maryland
SECOND AMENDED AND RESTATED GUARANTY AGREEMENT THIS SECOND AMENDED AND RESTATED GUARANTY AGREEMENT (this "Agreement") is made and given as of this 11th day of April, 2002, by CANDLEWOOD HOTEL COMPANY, INC., a Delaware corporation (the "Guarantor"),...Guaranty Agreement • April 26th, 2002 • Candlewood Hotel Co Inc • Hotels & motels • Maryland
EXHIBIT 10.22 AMENDED AND RESTATED ASSIGNMENT AND SECURITY AGREEMENT THIS AMENDED AND RESTATED ASSIGNMENT AND SECURITY AGREEMENT (this "Assignment") is made as of the ____ day of ___________, 2001 by and between CANDLEWOOD LEASING NO. 1, INC., a...Assignment and Security Agreement • November 14th, 2001 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
RECITALS:Security Agreement • October 30th, 1996 • Candlewood Hotel Co Inc • Hotels & motels • Texas
