Amendment to
Amended and Restated
Stockholders' Agreement
This amendment (this "Amendment"), dated as of March 2, 1997,
amends the Amended and Restated Stockholders' Agreement, dated as of March 14,
1996, between Chartwell Leisure Associates ▇.▇. ▇▇, a Delaware limited
partnership ("Chartwell"), and FSNL LLC, a Connecticut limited liability company
("FSNL").
Preliminary Statement
Chartwell and FSNL are parties to an Amended and Restated
Stockholders' Agreement, dated as of March 14, 1996 (the "Agreement"), relating
to their ownership of shares of stock of Chartwell Leisure Inc. (formerly,
called National Lodging Corp.) (the "Company"). The Agreement sets forth certain
provisions regarding the management of the Company and the voting and transfer
of shares of the Company's common stock, par value $.01 per share ("Common
Stock"), owned by Chartwell and FSNL. The Company has commenced a rights
offering (the "Rights Offering") by distributing transferable subscription
rights ("Rights") to holders of record of Common Stock at the close of business
on February 13, 1997, allowing those holders of Common Stock, including
Chartwell and FSNL, to purchase additional shares of Common Stock by exercising
Rights. Chartwell and FSNL intend to acquire additional shares of Common Stock
by exercising the Rights that they receive in the Rights Offering and wish to
amend the Agreement to provide that the transfer restrictions of the Agreement
will not apply to any shares of Common Stock that they acquire in the Rights
Offering. Capitalized terms used as defined terms in this Amendment, but not
defined in this Amendment, have the same meaning in this Amendment as in the
Agreement.
THEREFORE, the parties hereto agree as follows:
1. As used in Article III and Sections 4.4 and 4.6 of the
Agreement, the term "Stock" shall be deemed not to include any shares of Common
Stock acquired by Chartwell, FSNL or any of their Affiliates through the
exercise of Rights ("Rights Offering Shares") or any additional shares of Common
Stock or other securities acquired by a Stockholder in respect of Rights
Offering Shares, whether as a result of a stock dividend, stock split or
otherwise.
2. The Agreement, as amended by this Amendment, remains in
full force and effect.
3. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
465613.1
IN WITNESS WHEREOF, the parties have duly executed this
amendment as of the date first written above.
CHARTWELL LEISURE ASSOCIATES ▇.▇. ▇▇
By: Chartwell Leisure Corp. II,
General Partner
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
FSNL LLC
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Manager
465613.1
2
