0001104659-03-027153 Sample Contracts

VOTING AGREEMENT
Voting Agreement • November 20th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Delaware

THIS VOTING AGREEMENT is made October 27, 2003, among Hospitality Properties Trust, a Maryland real estate investment trust (“HPT”), Six Continents Hotels, Inc., a Delaware corporation (“SCH”) and those stockholders of Candlewood Hotel Company, Inc. (“CHC”) listed on Schedule A, as updated from time to time in accordance with Section 5.10 hereof (the “Stockholders”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • November 20th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Delaware

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 Warren D. Fix Family Partnership, L.P., Jack P. DeBoer 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:

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