---------------------- ----------------------
CUSIP No. 000000000 Page 21 of 29 Pages
---------------------- ----------------------
Exhibit 2
Agreement
between
Xxxxxxx A.D. French, Xxxxxxx X.X. French and Alys G.C. Xxxxxx
Xxxxxxx A. D. French
000 Xxxx 00xx Xxxxxx, #00X
Xxx Xxxx, XX 00000.
Phone: (000) 000-0000
Fax: (000) 000-0000
23 March 2001
Xxxxxxx X.X. French & Alys G.C. French
Xxxxx-Y-Chree
Smeale
Andreas
Isle of Man IM7 3ED
British Isles.
Dear Mr. & Mrs. French,
This letter outlines our agreement regarding your holdings in the
common stock of Suburban Lodges of America, Inc. (the "Company Shares")
currently held by you at Xxxxxxx Xxxxx Xxxxxx (account number 579-04325-11-069).
As we have agreed, I will assume all investment duties with respect to
all Company Shares held by you and shall have sole investment authority with
respect to such Company Shares, including without limitation the power to
dispose or to direct the disposition of the Company Shares. I may take any
action or non-action I deem appropriate, with or without other consent or
authority from you, and may exercise my discretion and deal in and with such
Company Shares exactly as fully and freely as you might do as owner thereof. I
shall be free to make investment changes when I, in my sole discretion, shall
determine that such changes will promote our investment objective. I shall
exercise any voting rights associated with the Company Shares in the manner I
deem appropriate.
You shall grant me a limited power of attorney that is attached to
this letter agreement.
You may terminate this agreement upon at least 61 days notice. Upon
the expiration of the 61-day notice period, this agreement shall terminate, all
discretionary authority granted to me over the Company Shares shall cease and
the power of attorney that is attached to this letter shall be revoked.
Yours faithfully,
/s/Xxxxxxx A.D. Xxxxxx
Xxxxxxx A. D. French
-21-
---------------------- ----------------------
CUSIP No. 000000000 Page 22 of 29 Pages
---------------------- ----------------------
Accepted and agreed to
as of the 26th day of
March, 2001
By: /s/ Alys G.C. French
--------------------
Name: Alys G.C. French
Accepted and agreed to
as of the 26th day of
March, 2001
By: /s/ Xxxxxxx X.X. French
-----------------------
Name: Xxxxxxx X.X. French
-22-
---------------------- ----------------------
CUSIP No. 000000000 Page 23 of 29 Pages
---------------------- ----------------------
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, and each of
them, residing at Xxxxx-Y-Chree, Smeale, Andreas, Isle of Man IM7 3ED, British
Isles, hereby constitutes and appoints Xxxxxxx A. D. French their true and
lawful attorney-in-fact to execute and sign all documents relating to their
holdings in Xxxxxxx Xxxxx Xxxxxx account number 579-04325-11-069 of the common
stock of Suburban Lodges of America, Inc., including, without limitation, any
purchase, sale or voting of such shares and all other matters, including the
filing of any Schedule 13D with the Securities Exchange Commission, if
necessary, and, the filing of any related joint filing agreement, in each case
where such actions are related or in furtherance of the ultimate end of
achieving our investment objective, granting unto such attorney-in-fact full
power and authority to do and perform each and every act as each of the
undersigned could do in person.
Date 26 March 2001 By: /s/ Alys G.C. French
----------------------
Alys G.C. French
ATTEST:
Date 26 March 2001 By: /s/ Xxxxxxx X.X. French
-----------------------
Xxxxxxx X.X. French
ATTEST:
-23-
