Exhibit 99.10
SUBSCRIPTION AGENT AGREEMENT
Date: February ___, 1997
ChaseMellon Shareholder Services, L.L.C.
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Reorganization Department
-------------------------
Gentlemen:
Chartwell Leisure Inc., a Delaware corporation (the "Company"), is
making an offer to issue (the "Subscription Offer") to the holders of record of
its outstanding shares of Common Stock, par value $.01 per share (the "Common
Stock"), at the close of business on February ___, 1997 (the "Record Date"), the
right to subscribe for and purchase (each a "Right") shares of Common Stock (the
"Additional Common Stock") at a purchase price of $14.00 per share of Additional
Common Stock (the "Subscription Price"), payable by cashier's or certified
check, upon the terms and conditions set forth herein. Rights will be
distributed at the rate of .23 Rights per share of Common Stock. The term
"Subscribed" shall mean submitted for purchase from the Company by a stockholder
in accordance with the terms of the Subscription Offer, and the term
"Subscription" shall mean any such submission. The Subscription Offer will
expire at 5;00 p.m., New York City Time, on March ___, 1997 (the "Expiration
Time"), unless the Company shall have extended the period of time for which the
Subscription Offer is open, in which event the term "Expiration Time" shall mean
the latest time and date at which the Subscription Offer, as so extended by the
Company from time to time, shall expire.
The Company filed an Amendment No. 1 to the Form S-3 Registration
Statement (the "Registration Statement") relating to the Additional Common Stock
(the "Registration Statement") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, on February ___, 1997. Said
Registration Statement was declared effective on February ___, 1997. The terms
of the Subscription Offer are more fully described in the Prospectus forming
part of the Registration Statement as it was declared effective, and the Letter
of Instructions filed as an Exhibit thereto. Copies of the Prospectus, the
Letter of Instructions and the Notice of Guaranteed Delivery are annexed hereto
as Exhibit 1, Exhibit 2 and Exhibit 3, respectively. All terms used and not
defined herein shall have the same meaning as in the Prospectus. Promptly after
the Record Date, the Company will provide you
with a list of holders of Common Stock as of the Record Date (the "Record
Stockholders List").
The Rights are evidenced by shareholder rights subscription
certificates (the "Certificates"), a copy of the form of which is annexed hereto
as Exhibit 4. The Rights entitle the holders to subscribe, upon payment of the
Subscription Price, for shares of Additional Common Stock at the rate of 1 share
for each Right (the "Basic Subscription Privilege"). No fractional shares will
be issued, but the Subscription Offer includes a step-up privilege entitling the
holder of Rights or a combination of Rights evidencing fewer than 1 Right, or a
total number of Rights not evenly divisible by 1, if said holder fully exercises
the Right or Rights accompanying the Subscription Offer, to subscribe and pay
the Subscription Price for one full share of Additional Common Stock in lieu of
a fractional share without furnishing any additional Rights (the "Step-up
Privilege"). Rights which are sold will not retain Step-up Privileges.
Reference is made to the Prospectus for a complete description of the Basic
Subscription Privilege and the Step-up Privilege.
The Company hereby appoints you as Subscription Agent (the
"Subscription Agent") for the Subscription Offer and agrees with you as follows:
1) As Subscription Agent, you are authorized and directed to:
(A) Issue the Certificates in accordance with this Agreement in the
names of the holders of the Common Stock of record on the Record Date, keep such
records as are necessary for the purpose of recording such issuance, and furnish
a copy of such records to the Company. The Certificates may be signed on behalf
of the Subscription Agent by the manual or facsimile signature of a Vice
President or Assistant Vice President of the Subscription Agent, or by the
manual signature of any of its other authorized officers.
(B) Promptly after you receive the Record Stockholders List:
(a) mail or cause to be mailed, by first class mail, to each holder of
Common Stock of record on the Record Date whose address of record is
within the United States and Canada, (i) a Certificate evidencing the
Rights to which such stockholder is entitled under the Subscription
Offer, (ii) a copy of the Prospectus, (iii) a Letter of Instructions,
(iv) a Notice of Guaranteed Delivery and (v) a return envelope
addressed to the Subscription Agent; and
(b) mail or cause to be mailed, by air mail, to each holder of Common
Stock of record on the Record Date whose address of record is outside
the United States and Canada, or is an A.P.O. or F.P.O. address (i) a
copy of the Prospectus, (ii) a Notice of Guaranteed Delivery and (iii)
a Letter of Instructions (different from the Letter of Instruction
sent to stockholders whose address of record is within the United
States and Canada). You shall refrain from mailing Certificates
issuable to any holder of Common Stock of record on
-2-
the Record Date whose address of record is outside the United States
and Canada, or is an A.P.O. or F.P.O. address, and hold such
Certificates for the account of such stockholder subject to such
stockholder making satisfactory arrangements with the Subscription
Agent for the exercise or other disposition of the Rights evidenced
thereby, and follow the instructions of such stockholder for the
exercise, sale or other disposition of such Rights if such
instructions are received at or before 5:00 p.m., New York City Time,
on March ___, 1997.
(C) Mail or deliver a copy of the Prospectus (i) to each assignee or
transferee of Rights upon your receiving appropriate documents to register the
assignment or transfer thereof and (ii) with certificates for shares of
Additional Common Stock when such are issued to persons other than the
registered holder of the Rights.
(D) Accept Subscriptions upon the due exercise (including payment of
the Subscription Price) on or prior to the Expiration Time of Rights in
accordance with the terms of the Certificates and the Prospectus.
(E) Subject to the next sentence, accept Subscriptions from
stockholders whose Certificates are alleged to have been lost, stolen or
destroyed upon receipt by you of an affidavit of theft, loss or destruction and
a bond of indemnity in form and substance satisfactory to you, accompanied by
payment of the Subscription Price for the total number of shares of Additional
Common Stock Subscribed for. Upon receipt of such affidavit and bond of
indemnity and compliance with any other applicable requirements, stop orders
shall be placed on said Certificates and you shall withhold delivery of the
shares of Additional Common Stock Subscribed for until after the Rights
evidenced by such Certificates have expired and it has been determined that the
Rights evidenced by such Certificates have not otherwise been purported to have
been exercised or otherwise surrendered.
(F) Accept Subscriptions, without further authorization or direction
from the Company, without procuring supporting legal papers or other proof of
authority to sign (including without limitation proof of appointment of a
fiduciary or other person acting in a representative capacity), and without
signatures of co-fiduciaries, co-representatives or any other person:
(a) if the Right(s) is/are registered in the name of a fiduciary and
is executed by and the Additional Common Stock is to be issued in the
name of such fiduciary;
(b) if the Right(s) is/are registered in the name of joint tenants and
is executed by one of the joint tenants, provided the certificate
representing the Additional Common Stock is issued in the names of,
and is to be delivered to, such joint tenants;
-3-
(c) if the Right(s) is/are registered in the name of a corporation and
is executed by a person in a manner which appears or purports to be
done in the capacity of an officer, or agent thereof, provided the
Additional Common Stock is to be issued in the name of such
corporation; or
(d) if the Right(s) is/are registered in the name of an individual and
is executed by a person purporting to act as such individual's
executor, administrator or personal representative, provided, the
Additional Common Stock is to be registered in the name of the
subscriber as executor or administrator of the estate of the deceased
registered holder and there is no evidence indicating the subscriber
is not the duly authorized representative that he purports to be.
(G) Accept Subscriptions not accompanied by Certificates if submitted
by a firm having membership in the New York Stock Exchange or another national
securities exchange or by a commercial bank or trust company having an office in
the United States together with the Notice of Guaranteed Delivery and
accompanied by proper payment for the total number of shares of Additional
Common Stock Subscribed for.
(H) Accept Subscriptions even though unaccompanied by Certificates,
under the circumstances and in compliance with the terms and conditions set
forth in the Prospectus.
(I) Refer to the Company for specific instructions as to acceptance or
rejection of (i), Subscriptions received after the Expiration Time, (ii)
Subscriptions not authorized to be accepted pursuant to this Section 1 and (iii)
Subscriptions otherwise failing to comply with the requirements of the
Prospectus and the terms and conditions of the Certificates.
(J) Upon acceptance of a Subscription:
(a) hold all monies received in a special account for the benefit of
the Company. Promptly following the Expiration Time you shall
distribute to the Company the funds in such account and issue
certificates for shares of Additional Common Stock issuable with
respect to Subscriptions which have been accepted.
(b) advise the Company daily by telecopy and confirm by letter to the
Company to the attention of Xxxxxxx X. Xxxxxx, Esq. (the "Company
Representative"), with copies to Xxxx X. Xxxxxxxx, Esq. at Battle
Xxxxxx LLP, 00 X. 00xx Xxxxxx, Xxx Xxxx XX 00000 as to the total
number of shares of Additional Common Stock Subscribed for, total
number of Rights sold, total number of Rights partially Subscribed
for and the amount of funds received, with cumulative totals for each;
and in addition advise the Company Representative, by telephone at
000-000-0000, confirmed by telecopy, of the
-4-
amount of funds received identified in accordance with (a) above,
deposited, available or transferred in accordance with (a) above, with
cumulative totals; and
(c) as promptly as possible but in any event on or before 3:30 p.m.,
New York City Time, on the first full business day following the
Expiration Time, advise the Company Representative in accordance with
(b) above of the number of shares Subscribed for, the number of
Subscription guarantees received and the number of shares of
Additional Common Stock unsubscribed for.
(K) Upon completion of the Subscription Offer, you shall requisition
certificates from the Transfer Agent for the Common Stock for shares of
Additional Common Stock Subscribed for.
2) (a) The Rights shall be issued in registered form only. The
Company shall appoint and have in office at all times a transfer agent (the
"Transfer Agent") and registrar (the "Register") for the Rights, satisfactory to
you, which shall keep books and records of the registration and transfers and
exchanges of Rights (such books and records are hereinafter called the "Rights
Register"). The Company shall promptly notify the Transfer Agent and Registrar
of the exercise of any Rights. The Company shall promptly notify you of any
change in the Transfer Agent and Registrar of the Rights.
(b) All Rights issued upon any registration of transfer or exchange of
Rights shall be the valid obligations of the Company, evidencing the same
obligations, and entitled to the same benefits under this Agreement, as the
Rights surrendered for such registration of transfer or exchange.
(c) Any Certificate when duly endorsed in blank shall be deemed
negotiable, and when a Certificate shall have been so endorsed the holder
thereof may be treated by the Company, you and all other persons dealing
therewith as the absolute owner for any purpose of the Rights represented
thereby, any notice to the contrary notwithstanding, but until such transfer is
registered in the Rights Register, the Company and you may treat the registered
holder thereof as the owner for all purposes.
3) You will follow your regular procedures to attempt to reconcile
any discrepancies between the number of shares of Additional Common Stock that
any Certificate may indicate are to be issued to a stockholder and the number
that the Record Stockholders List indicates may be issued to such stockholder.
In any instance where you cannot reconcile such discrepancies by following such
procedures, you will consult with the Company for instructions as to the number
of shares of Additional Common Stock, if any, you are authorized to issue. In
the absence of such instructions, you are authorized not to issue any shares of
Additional Common Stock to such stockholder.
-5-
4) You will examine the Certificates received by you as Subscription
Agent to ascertain whether they appear to you to have been completed and
executed in accordance with the applicable Letter of Instructions. In the event
you determine that any Certificate does not appear to you to have been properly
completed or executed, or where any Certificate does not appear to you to be in
proper form for Subscription, or any other irregularity in connection with the
Subscription appears to you to exist, you will follow, where possible, your
regular procedures to attempt to cause such irregularity to be corrected. You
are not authorized to waive any irregularity in connection with the
Subscription, unless you shall have received from the Company the Certificate
which was delivered, duly dated and signed by an authorized officer of the
Company, indicating that any irregularity in such Certificate has been cured or
waived and that such Certificate has been accepted by the Company. If any such
irregularity is neither corrected nor waived, you will return to the subscribing
stockholder (at your option by either first class mail under a blanket surety
bond or insurance protecting you and the Company from losses or liabilities
arising out of the non-receipt or nondelivery of Certificates or by registered
mail insured separately for the value of such Certificates), to such
stockholder's address of record, any Certificates surrendered in connection
therewith and any other documents received with such Certificates, and a letter
of notice to be furnished by the Company explaining the reasons for the return
of the Certificates and other documents.
5) Each document received by you relating to your duties hereunder
shall be dated and time stamped when received.
6) (a) For so long as this Agreement shall be in effect, the
Company will reserve for issuance and keep available free from preemptive rights
a sufficient number of shares of Additional Common Stock to permit the exercise
in full of all Rights issued pursuant to the Subscription Offer. Subject to
the terms and conditions of this Agreement, you will request the Transfer Agent
for the Common Stock to issue certificates evidencing the appropriate number of
shares of Additional Common Stock as required from time to time in order to
effectuate the Subscriptions.
(b) The Company shall take any and all action, including without
limitation obtaining the authorization, consent, lack of objection, registration
or approval of any governmental authority, or the taking of any other action
under the laws of the United States of America or any political subdivision
thereof, to insure that all shares of Additional Common Stock issuable upon the
exercise of the Rights at the time of delivery of the Certificates therefor
(subject to payment of the Subscription Price) will be duly and validly issued
and fully paid and nonassessable shares of Common Stock, free from all
preemptive rights and taxes, liens, charges and security interests created by or
imposed upon the Company with respect thereto.
(c) The Company shall from time to time take all action necessary or
appropriate to obtain and keep effective all registrations, permits, consents
and approvals of the Securities and Exchange Commission and any other
governmental agency or authority and
-6-
make such filings under Federal and state laws which may be necessary or
appropriate in connection with the issuance, sale, transfer and delivery of
Rights or Additional Common Stock issued upon exercise of Rights.
7) If certificates representing shares of Additional Common Stock
are to be delivered by you to a person other than the person in whose name a
surrendered Certificate is registered, you will issue no certificate for
Additional Common Stock until the Certificate so surrendered has been properly
endorsed (or otherwise put in proper form for transfer) and the person
requesting such exchange has paid any transfer or other taxes or governmental
charges required by reason of the issuance of a certificate for Additional
Common Stock in a name other than that of the registered holder of the Rights
evidenced by such surrendered Certificate, or has established to your
satisfaction that any such tax or charge either has been paid or is not payable.
8) Should any issue arise regarding federal income tax reporting or
withholding, you will take such action as the Company instructs you in writing.
9) The Company may terminate this Agreement at any time by so
notifying you in writing. You may terminate this Agreement upon 30 days' prior
notice to the Company. Upon any such termination, you shall be relieved and
discharged of any further responsibilities with respect to your duties
hereunder. Upon payment of all your outstanding fees and expenses, you will
forward to the Company or its designee promptly any Certificate or other
document relating to your duties hereunder that you may receive after your
appointment has so terminated. Sections 10, 12, and 13 of this Agreement shall
survive any termination of this Agreement.
10) As agent for the Company hereunder you:
(a) shall have no duties or obligations other than those specifically
set forth herein or as may subsequently be agreed to in writing
by you and the Company;
(b) shall have no obligation to issue any shares of Additional Common
Stock unless the Company shall have provided a sufficient number
of certificates for such Additional Common Stock;
(c) shall be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value, or
genuineness of any Certificates surrendered to you hereunder or
shares of Additional Common Stock issued in exchange therefor,
and will not be required to or be responsible for and will make
no representations as to, the validity, sufficiency, value or
genuineness of the Subscription Offer;
-7-
(d) shall not be obligated to take any legal action hereunder; if,
however, you determine to take any legal action hereunder, and
where the taking of such action might, in your judgment, subject
or expose you to any expense or liability you shall not be
required to act unless you shall have been furnished with an
indemnity satisfactory to you;
(e) may rely on and shall be fully authorized and protected in acting
or failing to act upon any certificate, instrument, opinion,
notice, letter, telegram, telex, facsimile transmission or other
document or security delivered to you and believed by you to be
genuine and to have been signed by the proper party or parties;
(f) shall not be liable or responsible for any recital or statement
contained in the Prospectus or any other documents relating
thereto;
(g) shall not be liable or responsible for any failure on the part of
the Company to comply with any of its covenants and obligations
relating to the Subscription Offer, including without limitation
obligations under applicable securities laws;
(h) may rely on and shall be fully authorized and protected in acting
or failing to act upon the written, telephonic or oral
instructions with respect to any matter relating to you acting as
Subscription Agent covered by this Agreement (or supplementing or
qualifying any such actions) of officers of the Company;
(i) may consult with counsel satisfactory to you, including
____________________________________________, and the advice of
such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered, or omitted
by you hereunder in good faith and in accordance with the advice
of such counsel;
(j) may perform any of your duties hereunder either directly or by or
through agents or attorneys and you shall not be liable or
responsible for any misconduct or negligence on the part of any
agent or attorney appointed with reasonable care by you
hereunder; and
(k) are not authorized, and shall have no obligation, to pay any
brokers, dealers, or soliciting fees to any person.
11) In the event any question or dispute arises with respect to the
proper interpretation of the Subscription Offer or your duties hereunder or the
rights of the Company or of any stockholders surrendering Certificates pursuant
to the Subscription Offer, you shall not be required to act and shall not be
held liable or responsible for your refusal to act until
-8-
the question or dispute has been judicially settled (and, if appropriate, you
may file a suit in interpleader or for a declaratory judgment for such purpose)
by final judgment rendered by a court of competent jurisdiction, binding on all
parties interested in the matter which is no longer subject to review or appeal,
or settled by a written document in form and substance satisfactory to you and
executed by the Company and each such stockholder and party. In addition, you
may require for such purpose, but shall not be obligated to require, the
execution of such written settlement by all the stockholders and all other
parties that may have an interest in the settlement.
12) Any instructions given to you orally, as permitted by any
provision of this Agreement, shall be confirmed in writing by the Company as
soon as practicable. You shall not be liable or responsible and shall be fully
authorized and protected for acting, or failing to act, in accordance with any
oral instructions which do not conform with the written confirmation received in
accordance with this Section.
13) Whether or not any Certificates are surrendered to you, for your
services as Subscription Agent hereunder, the Company shall pay to you
compensation in accordance with the fee schedule attached as Exhibit A hereto,
together with reimbursement for out-of-pocket expenses, including reasonable
fees and disbursements of counsel.
14) The Company covenants to indemnify and hold you and your
officers, directors, employees, agents, contractors, subsidiaries and affiliates
harmless from and against any loss, liability, damage or expense (including
without limitation any loss, liability, damage or expense incurred for accepting
Certificates tendered without a signature guarantee and the fees and expenses of
counsel) incurred (a) without gross negligence or bad faith or (b) as a result
of your acting or failing to act upon the Company's instructions, arising out of
or in connection with the Subscription Offer, this Agreement or the
administration of your duties hereunder, including without limitation the costs
and expenses of defending and appealing against any action, proceeding, suit or
claim in the premises. In no case shall the Company be liable under this
indemnity with respect to any action, proceeding, suit or claim against you
unless the Company shall be notified by you, by letter or by telex or facsimile
transmission confirmed by letter, of the written assertion of any action,
proceeding, suit or claim made or commenced against you promptly after you shall
have been served with the summons or other first legal process or have received
the first written assertion giving information as to the nature and basis of the
action, proceeding, suit or claim, but failure so to notify the Company shall
not release the Company of any liability which it may otherwise have on account
of this Agreement. The Company shall be entitled to participate at its own
expense in the defense of any such action, proceeding, suit or claim. Anything
in this Agreement to the contrary notwithstanding, in no event shall you be
liable for special, indirect or consequential loss or damages of any kind
whatsoever (including but not limited to lost profits), even if you have been
advised of the likelihood of such loss or damage and regardless of the form of
action.
-9-
15) If any provision of this Agreement shall be held illegal,
invalid, or unenforceable by any court, this Agreement shall be construed and
enforced as if such provision had not been contained herein and shall be deemed
an Agreement among us to the full extent permitted by applicable law.
16) The Company represents and warrants that (a) it is duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (b) the making and consummation of the
Subscription Offer and the execution, delivery and performance of all
transactions contemplated thereby (including without limitation this Agreement)
have been duly authorized by all necessary corporate action and will not result
in a breach of or constitute a default under the certificate of incorporation or
bylaws of the Company or any indenture, agreement or instrument to which it is a
party or is bound, (c) this Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid, binding and enforceable obligation
of it, (d) the Subscription Offer will comply in all material respects with all
applicable requirements of law and (e) to the best of its knowledge, there is no
litigation pending or threatened as of the date hereof in connection with the
Subscription Offer.
17) In the event that any claim of inconsistency between this
Agreement and the terms of the Subscription Offer (as contained in the
Prospectus) arise, as they may from time to time be amended, the terms of the
Subscription Offer shall control, except with respect to the duties, liabilities
and rights, including compensation and indemnification of you as Subscription
Agent, which shall be controlled by the terms of this Agreement.
18) Set forth in Exhibit B hereto is a list of the names and specimen
signatures of the persons authorized to act for the Company under this
Agreement. The Secretary of the Company shall, from time to time, certify to
you the names and signatures of any other persons authorized to act for the
Company under this Agreement.
19) Except as expressly set forth elsewhere in this Agreement, all
notices, instructions and communications under this Agreement shall be in
writing, shall be effective upon receipt and shall be addressed, if to the
Company, to its address set forth above, Attention: Xxxxxxx X. Xxxxxx, Esq.,
with a copy to Xxxx X. Xxxxxxxx, Esq. at Battle Xxxxxx LLP, 00 X. 00xx Xxxxxx,
Xxx Xxxx, XX 00000 or, if to the Subscription Agent, to ChaseMellon Shareholder
Services, L.L.C., 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Reorganization Department, or to such other address as a party hereto shall
notify the other parties.
20) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflict of
laws rules or principles, and shall inure to the benefit of and be binding upon
the successors and assigns of the parties hereto; provided that this Agreement
may not be assigned by any party without the prior written consent of all other
parties.
-10-
21) No provision of this Agreement may be amended, modified or
waived, except in a written document signed by both parties.
Please acknowledge receipt of this letter and confirm your agreement
concerning your appointment as Subscription Agent, and the arrangements herein
provided, by signing and returning the enclosed copy hereof, whereupon this
Agreement and your acceptance of the terms and conditions herein provided shall
constitute a binding Agreement between us.
Very truly yours,
CHARTWELL LEISURE INC.
By: _______________________________
Xxxxxx X. Xxxxxxx, President
Title:
Address for notices:
Accepted as of the date
above first written:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
AS SUBSCRIPTION AGENT
By:___________________________
Name:
Title:
-11-
Exhibit 1 Prospectus
Exhibit 2 Letter of Instructions
Exhibit 3 Notice of Guaranteed Delivery
Exhibit 4 Form of Certificate
Exhibit 5 Fee Schedule
Exhibit 6 Incumbency Certificate
-12-
EXHIBIT A
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Schedule of Fees
as
Subscription Agent
for
I. Set Up and Administrative Fee $ 2,500
II. Processing Basic subscriptions, each $ 10.00
III. Transferring subscription certificates, split-ups,
reissuing new certificates, round-ups, each $ 7.50
IV. Issuing subscription certificates to record date
holders, each and follow-up mailings $ 7.50
V. Processing oversubscriptions, including proration and
refunds, each $ 3.00
VI. Sale of Rights for holders, each $ 7.00
VII. Subscriptions requiring additional handling
(window items, defective presentations, correspondence
items, legal items,and items not providing a taxpayer
identification number), each $ 10.00
VIII.Processing Guarantee of Delivery items, each $ 10.00
IX. Handling Selected Dealer payments, each $ 10.00
X. Broker fees for selling Rights, per Right By Appraisal
XI. Special Services By Appraisal
XII. Out-of-pocket Expenses (including but not limited to
postage, stationery, telephones, overnight couriers,
messengers, overtime, dinners, transportation, shipping
and trucking Additional
XIII.Minimum Fee $10,000
-13-
EXHIBIT B
INCUMBENCY CERTIFICATE
OF
CHARTWELL LEISURE INC.
The undersigned, Xxxxxxx X. Xxxxxx, does hereby certify that he is the
duly elected Executive Vice President, General Counsel and Secretary of
CHARTWELL LEISURE INC., a Delaware corporation (the "Company"), and that the
following persons are duly elected, qualified and acting officers of the
Company, holding the offices set forth opposite their names, and that the
signatures set forth opposite their names are genuine signatures of such
persons:
Name Office Signature
Xxxxxxx X. Xxxxxx Chairman of the Board of
Directors and Chief Executive
Officer ----------
Xxxxxx X. Xxxxxxx Director and President
----------
Xxxxxx X. Xxxxxxx Chief Operating Officer
----------
Xxxxxxx X. Xxxxx Chief Financial Officer
----------
Xxxxxxx X. Xxxxxx Executive Vice President,
General Counsel and Secretary
----------
IN WITNESS WHEREOF, the undersigned has hereto signed his name on this
____ day of February, 1997.
-----------------------------------
Xxxxxxx X. Xxxxxx, Executive
Vice President, General Counsel and
Secretary
The undersigned, Xxxxxx X. Xxxxxxx, President of CHARTWELL LEISURE
INC., a Delaware corporation, does hereby certify that XXXXXXX X. XXXXXX is the
duly elected Executive Vice President, General Counsel and Secretary of the
Company and that the signature set forth immediately above is his genuine
signature.
---------------------------------
Xxxxxx X. Xxxxxxx, President
-14-
