AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

Exhibit 99.10

AMENDMENT NO. 1 TO

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of as of October 27, 2003, to the Amended And Restated Stockholders Agreement, dated as of July 10, 1998, by and among Candlewood Hotel Company, Inc., a Delaware corporation (the “Company”), Doubletree Corporation, a Delaware corporation, the Xxxxxx X. Fix Family Partnership, L.P., Xxxx X. XxXxxx and the other entities set forth on the signature pages thereto (the “Stockholders Agreement”).  In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt of which is hereby confirmed by the parties hereto, the parties to this Amendment hereby agree to amend the Stockholders Agreement, in accordance with Section 4.4 of the Stockholders Agreement, as follows:

1.     Board Nominations.  Section 2.1 of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following:

“2.1         Board Nominations.  The Board of the Company shall be composed of five (5) members.  With respect to such five (5) members, the Company and the Holders have agreed (i) that the Series A Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board, (ii) that the Series B Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board one (1)  nominee for election to the Board, and (iii) that the Doubletree Holders together with the XxXxxx/Fix Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board (one (1) of whom shall be an independent director).  Immediately upon the closing of the Transactions (as defined in Section 2 below), the Board of the Company shall be reduced to five (5) members and to the extent that any Holders wish to appoint or replace any of their designees to the Board, as permitted under this Section 2.1, at such time, the Board shall immediately designate any such designees and replacements.”

2.     Effectiveness.  This Amendment shall not take effect unless and until (i) the transactions contemplated by the Asset Purchase and Sale Agreement, dated as of October 27, 2003, by and among the Company, Candlewood Hotel Company LLC, a Delaware limited liability company and Six Continents Hotels, Inc., a Delaware corporation and (ii) the transactions contemplated by the Purchase and Sale Agreement, dated as of October 27, 2003, by and among the Company and certain of its affiliates, JPD Corporation, a Kansas corporation and Hospitality Properties Trust, a Maryland real estate investment trust, (collectively, the “Transactions”) have closed, and shall thereupon become effective immediately upon closing without any further action required by any party.  If the Transactions do not close, this Amendment shall be of no force or effect.

3.     Further Assurances.  The Company and each of the parties hereto agree to take all action and to execute, deliver and file, or cause to be executed, delivered and filed, any and all documents, instruments and filings necessary to give effect to this Amendment, including

causing the Company to adopt all necessary or desirable amendments to the By-laws of the Company.

4.     Other Terms Not Modified or Amended.  This Amendment shall not constitute an amendment or waiver of any other provision of the Stockholders Agreement not expressly referred to herein.  Except as expressly set forth herein, the terms and conditions of the Stockholders Agreement remain in full force and effect without modification or amendment.

5.     Governing Law.  THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE ENTIRELY PERFORMED WITHIN SUCH STATE.

6.     Counterparts.  This Amendment may be executed simultaneously in two or more separate counterparts, all of which shall be deemed but one and the same instrument and each of which shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.

Signatures follow on next page.

2

IN WITNESS WHEREOF, the parties set forth below have signed this Amendment as of the date first hereinabove written.

	CANDLEWOOD HOTEL COMPANY, INC.
	By:					/s/ Xxxx X. XxXxxx
		Name:				Xxxx X. XxXxxx
		Title:				Chief Executive Officer
	XXXXXX X. FIX FAMILY PARTNERSHIP, L.P.
	By:	/s/ Xxxxxx X. Fix
		Name:				Xxxxxx X. Fix
		Title:				General Partner
		/s/ Xxxxxx X. Fix
	Xxxxxx X. Fix
	XXXX X. XxXXXX, for himself and on behalf of the XXXXXXXXX XxXXXX TRUST DATED MARCH 14, 1994 and the XXXXXXXXXXX XXXXX XxXXXX TRUST DATED MARCH 14, 1995
			/s/ Xxxx X. XxXxxx
	Name:		Xxxx X. XxXxxx
	OLYMPUS GROWTH FUND II, L.P.
	By:				OGP II, L.P., its General Partner
					By:	RSM, L.L.C., its General Partner
					By:	/s/ Xxxxxx X. Xxxxxx
						Name:	Xxxxxx X. Xxxxxx
						Title:	General Partner
	OLYMPUS EXECUTIVE FUND, L.P.
	By:			OEF, L.P., its General Partner

Signature page to Amendment No. 1 to
Amended and Restated Stockholders Agreement

			By:		RSM, L.L.C., its General Partner
			By:		/s/ Xxxxxx X. Xxxxxx
					Name:		Xxxxxx X. Xxxxxx
					Title:		General Partner
	JPMORGAN CHASE BANK, FORMERLY KNOWN AS XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, AS TRUSTEE OF THE COMMINGLED PENSION TRUST FUND (MULTI-MARKET SPECIAL INVESTMENT FUND II) OF JPMORGAN CHASE BANK
	By:	/s/ Xxxx Xxxxxxx
		Name:			Xxxx Xxxxxxx
		Title:			Vice President
	JPMORGAN CHASE BANK, FORMERLY KNOWN AS XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, AS TRUSTEE OF THE MULTI-MARKET SPECIAL INVESTMENT TRUST FUND OF JPMORGAN CHASE BANK
	By:	/s/ Xxxx Xxxxxxx
		Name:			Xxxx Xxxxxxx
		Title:			Vice President
	JPMORGAN CHASE BANK, FORMERLY KNOWN AS XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, AS INVESTMENT MANAGER AND AGENT FOR THE XXXXXX X. XXXXX FOUNDATION (MULTI-MARKET ACCOUNT)
	By:	/s/ Xxxx Xxxxxxx
		Name:			Xxxx Xxxxxxx
		Title:			Vice President
	X.X. XXXXXX PARTNERS (SBIC), LLC, FORMERLY KNOWN AS CHASE VENTURE CAPITAL ASSOCIATES, L.P.
	By:	Chase Capital Partners, its General Partner
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx

Signature page to Amendment No. 1 to
Amended and Restated Stockholders Agreement

			Title:		Managing Director
	PRIVATE EQUITY INVESTORS III, L.P.
	By:	Xxxxx X. Xxxxx Associates III, LLC
			General Partner
		By:			/s/ Xxxxx X. Xxxxx, Xx.
			Name:		Xxxxx X. Xxxxx, Xx.
			Title:		Attorney-In-Fact
	EQUITY-LINKED INVESTORS-II
	By:	Xxxxx Xxxxx Associates-II
			General Partner
		By:			/s/ Xxxxx X. Xxxxx
			Name:		Xxxxx X. Xxxxx, Xx.
			Title:		Attorney-In-Fact
	DELAWARE STATE EMPLOYEES’ RETIREMENT FUNDS
	By:	Pecks Management Partners Ltd., its Investment Advisor
		By:			/s/ Xxxxxx X. Xxxxxx
			Name:		Xxxxxx X. Xxxxxx
			Title:		Managing Director
	DECLARATION OF TRUST FOR THE DEFINED BENEFIT PLAN OF ZENECA HOLDINGS INC.
	By:	Pecks Management Partners Ltd., its Investment Advisor
		By:			/s/ Xxxxxx X. Xxxxxx
			Name:		Xxxxxx X. Xxxxxx
			Title:		Managing Director
	DECLARATION OF TRUST FOR THE DEFINED BENEFIT PLAN OF ICI AMERICAN HOLDINGS INC.
	By:	Pecks Management Partners Ltd.,

Signature page to Amendment No. 1 to
Amended and Restated Stockholders Agreement

		its Investment Advisor
		By:			/s/ Xxxxxx X. Xxxxxx
			Name:		Xxxxxx X. Xxxxxx
			Title:		Managing Director
	X.X. XxXXXXXXX FAMILY TRUST
	By:	Pecks Management Partners Ltd., its Investment Advisor
		By:			/s/ Xxxxxx X. Xxxxxx
			Name:		Xxxxxx X. Xxxxxx
			Title:		Managing Director

Signature page to Amendment No. 1 to
Amended and Restated Stockholders Agreement