EXHIBIT 10.40 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 14th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
Contract Type FiledAugust 14th, 2003 Company Industry Jurisdiction
INTERIM LOAN NO. 01-1035672 LOAN AGREEMENTLoan Agreement • March 31st, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Pennsylvania
Contract Type FiledMarch 31st, 2003 Company Industry Jurisdiction
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
Contract Type FiledOctober 30th, 1996 Company Industry Jurisdiction
OFLimited Liability Company Agreement • November 14th, 2002 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
Contract Type FiledNovember 14th, 2002 Company Industry Jurisdiction
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
Contract Type FiledOctober 8th, 1997 Company Industry
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
Contract Type FiledApril 26th, 2002 Company Industry Jurisdiction
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
Contract Type FiledJanuary 7th, 1998 Company Industry Jurisdiction
BACKGROUNDRegistration Rights Agreement • August 10th, 1998 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
Contract Type FiledAugust 10th, 1998 Company Industry Jurisdiction
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
Contract Type FiledOctober 28th, 2003 Company Industry Jurisdiction
WITNESSETH:Stockholders Agreement • August 10th, 1998 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
Contract Type FiledAugust 10th, 1998 Company Industry Jurisdiction
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
Contract Type FiledAugust 10th, 1998 Company Industry Jurisdiction
EXHIBIT 10.39 MANAGEMENT AGREEMENTManagement Agreement • May 15th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
Contract Type FiledMay 15th, 2003 Company Industry Jurisdiction
GUARANTYGuaranty • November 14th, 2002 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
Contract Type FiledNovember 14th, 2002 Company Industry Jurisdiction
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
Contract Type FiledApril 26th, 2002 Company Industry Jurisdiction
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
Contract Type FiledOctober 30th, 1996 Company Industry Jurisdiction
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
Company FiledOctober 30th, 1996 Industry Jurisdiction
AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • November 14th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
Contract Type FiledNovember 14th, 2003 Company Industry Jurisdiction
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
Contract Type FiledAugust 14th, 2003 Company Industry
VOTING AGREEMENTVoting Agreement • November 14th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
Contract Type FiledNovember 14th, 2003 Company Industry Jurisdiction
BY AND AMONGAsset Purchase and Sale Agreement • October 28th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Delaware
Contract Type FiledOctober 28th, 2003 Company Industry Jurisdiction
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
Contract Type FiledMarch 30th, 1999 Company Industry
RECITALSCredit Facility Agreement • March 28th, 1997 • Candlewood Hotel Co Inc • Hotels & motels • California
Contract Type FiledMarch 28th, 1997 Company Industry Jurisdiction
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
Contract Type FiledNovember 14th, 2001 Company Industry Jurisdiction
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
Contract Type FiledOctober 17th, 1996 Company Industry Jurisdiction
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
Contract Type FiledMarch 30th, 1999 Company Industry Jurisdiction
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
Contract Type FiledAugust 14th, 2003 Company Industry Jurisdiction
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
Contract Type FiledAugust 14th, 2003 Company Industry
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
Contract Type FiledJune 9th, 1998 Company Industry Jurisdiction
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
Company FiledMarch 31st, 2003 Industry Jurisdiction
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
Contract Type FiledJanuary 7th, 1998 Company Industry Jurisdiction
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
Contract Type FiledApril 26th, 2002 Company Industry Jurisdiction
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
Contract Type FiledNovember 14th, 2001 Company Industry Jurisdiction
RECITALS:Security Agreement • October 30th, 1996 • Candlewood Hotel Co Inc • Hotels & motels • Texas
Contract Type FiledOctober 30th, 1996 Company Industry Jurisdiction
RECITALSTermination Agreement • October 28th, 2003 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
Contract Type FiledOctober 28th, 2003 Company Industry Jurisdiction
1 EXHIBIT 10.18 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made and given as of this ______ day of May, 1998, by CANDLEWOOD HOTEL COMPANY, INC., a Delaware corporation (the "Pledgor"), for the benefit of HPT CW II...Stock Pledge Agreement • August 14th, 1998 • Candlewood Hotel Co Inc • Hotels & motels • Massachusetts
Contract Type FiledAugust 14th, 1998 Company Industry Jurisdiction