CANDLEWOOD HOTEL CO INC
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>a81067ex10-6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
<PAGE>
                 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 "Tenant"), and HPT CW
PROPERTIES TRUST, a Maryland real estate investment trust (the "Secured Party").

                              W I T N E S S E T H:

        WHEREAS, pursuant to a certain Second Amended and Restated Lease
Agreement, dated as of the date hereof (as amended from time to time, the
"Second Amended and Restated Lease"), the Secured Party leased to the Tenant and
the Tenant leased from the Secured Party certain premises, as more particularly
described in the Second Amended and Restated Lease, subject to and upon the
terms and conditions set forth in the Second Amended and Restated Lease; and

        WHEREAS, as security for the payment and performance of each and every
obligation and liability of the Tenant to the Secured Party under the Second
Amended and Restated Lease (collectively, the "Obligations"), including, without
limitation, the payment of the Rent (this and other capitalized terms used and
not otherwise defined herein having the meanings ascribed to such terms in
Section 1), the Tenant has agreed to grant to the Secured Party a first and
perfected lien and security interest in the Collateral;

        NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:

        SECTION 1. DEFINITIONS. As used in this Agreement, the following terms
shall have the meanings specified below. Except as otherwise defined, terms
defined in the Uniform Commercial Code and used herein without definition shall
have the meanings set forth in the Uniform Commercial Code:


                                      -1-
<PAGE>

        "BUSINESS DAY" shall have the meaning given such term in the Second
Amended and Restated Lease.

        "COLLATERAL" shall mean all of the Tenant's right, title and interest in
and under or arising out of all and any personal property, intangibles and
fixtures of any type or description which constitute or arise from the
operation, maintenance or repair of the Leased Property, together with any and
all additions, replacements, products, proceeds and supporting obligations,
including, but not limited to, the following:

        (a)    all goods, including, without limitation, the Equipment;

        (b)    all of the Leased Intangible Property;

        (c)    all Licenses; and

        (d)    all other personal property or fixtures of any nature whatsoever
               which relate to the operation, maintenance or repair of the
               Leased Property and all property from time to time described in
               any financing statement signed by the Tenant naming the Secured
               Party as secured party.

        "EQUIPMENT" shall mean all structures, improvements, fixtures and items
of machinery, equipment and other tangible personal property which constitute,
arise from or relate to the operation, maintenance or repair of the Leased
Property, together with all repairs, replacements, improvements, substitutions,
extensions or renewals thereof or additions thereto, all parts, additions and
accessories incorporated therein or affixed thereto, and all "equipment" as such
term is defined in the Uniform Commercial Code, and all cash and non-cash
proceeds therefrom; provided, however, that the term "Equipment" shall not
include any motor vehicles used in connection with the Leased Property to the
extent the same are financed by third parties.

        "EVENT OF DEFAULT" shall have the meaning given such term in Section 4.

        "HOTELS" shall have the meaning given such term in the Second Amended
and Restated Lease.



                                      -2-
<PAGE>

        "INSTRUMENT" shall have the meaning give such term in Article 9 of the
Uniform Commercial Code, and shall include promissory notes.

        "LEASED INTANGIBLE PROPERTY" shall have the meaning given such term in
the Second Amended and Restated Lease.

        "LEASED PROPERTY" shall have the meaning given such term in the Second
Amended and Restated Lease.

        "LICENSES" shall mean all licenses, permits, rights of use, covenants or
rights otherwise benefiting or permitting the use and operation of the Leased
Property or any part thereof pertaining to the operation, maintenance or repair
of the Leased Property.

        "OBLIGATIONS" shall have the meaning given such term in the preambles to
this Agreement.

        "OVERDUE RATE" shall have the meaning given such term in the Second
Amended and Restated Lease.

        "PERSON" shall have the meaning given such term in the Second Amended
and Restated Lease.

        "RENT" shall have the meaning given such term in the Second Amended and
Restated Lease.

        "SECOND AMENDED AND RESTATED LEASE" shall have the meaning given such
term in the preambles to this Agreement.

        "UNIFORM COMMERCIAL CODE" means the Uniform Commercial Code as in effect
in The Commonwealth of Massachusetts from time to time, provided, that if by
reason of mandatory provisions of law, perfection, or the effect of perfection
or nonperfection, of the security interests in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than Massachusetts,
"Uniform Commercial Code" means the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection, as the case may be.

        SECTION 2. SECURITY INTEREST. As security for the prompt payment and
performance of all the Obligations, the Tenant



                                      -3-
<PAGE>

hereby grants, pledges, transfers and assigns to the Secured Party, its
successors and assigns and all other holders from time to time of the
Obligations, a continuing security interest under the Uniform Commercial Code
from time to time in effect in the jurisdiction in which any of the Collateral
is located in and a continuing lien upon all of the Tenant's right, title and
interest in the Collateral, together with any and all additions thereto and
replacements, products and proceeds thereof, whether now existing or hereafter
arising or acquired and wherever located.

        SECTION 3. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. The Tenant
represents, warrants and covenants, which representations, warranties and
covenants shall survive execution and delivery of this Agreement, as follows:

               (a) The chief executive offices and chief place of business of
the Tenant is set forth in Schedule 1 and the Tenant will not move its chief
executive office or its chief place of business or operations without giving
prior written notice thereof to the Secured Party. The originals of all
documents evidencing Collateral and the only original books of account and
records of the Tenant relating thereto are, and will continue to be, kept at
such chief executive office or the Hotels.

               (b) The name of the Tenant is as set forth on the signature page
hereto. The name under which each of the Hotels is operated is set forth on
Schedule 2. The Tenant shall not change such names, conduct its business at or
related to the Hotel in any other name or take title to any Collateral in any
other name, except as otherwise permitted by the Second Amended and Restated
Lease without prior written notification to Secured Party. The state of
organization of the Tenant is the State of Delaware and the Tenant's
organizational identification number assigned by the State of Delaware is
2820987. The Tenant will not change its organizational structure or jurisdiction
of organization without prior written notice to the Secured Party which notice
shall be provided no less than 30 days prior to the effectiveness of such
changes.

               (c) The Secured Party is authorized (but is under no obligation)
to make, upon ten (10) Business Days' notice to the Tenant (except in the case
of exigent circumstances, in which circumstances upon such notice, if any, as
may then be



                                      -4-
<PAGE>

reasonably practical), any payments which in the Secured Party's opinion are
necessary to discharge any liens which have or may take priority over the lien
hereof, upon the failure of the Tenant to make such payments within the time
permitted therein. The Tenant shall have no claim against the Secured Party by
reason of its decision not to make any payments or perform such obligations
permitted under this Section 3(c). The Tenant shall repay to the Secured Party
any sums paid by the Secured Party upon demand. Any sums paid and expenses
incurred by the Secured Party pursuant to this paragraph shall bear interest at
the Overdue Rate.

               (d) If any of the Collateral at any time becomes evidenced by an
Instrument, the Tenant shall promptly deliver such Instrument to the Secured
Party, appropriately endorsed, to the order of the Secured Party, to be held
pursuant to this Agreement.

               (e) If any cash proceeds of the Collateral at any time are
deposited into a deposit account, the Tenant shall promptly inform the Secured
Party thereof, and at the request of the Secured Party at any time, pursuant to
an agreement in form and substance reasonably satisfactory to the Secured Party,
cause the depositary bank to agree to comply at any time with instructions from
the Secured Party to such depositary bank directing the disposition of funds
from time to time credited to such deposit account, without further consent of
the Tenant.

        SECTION 4. EVENT OF DEFAULT. For purposes of this Agreement, the term
"Event of Default" shall mean (a) the occurrence of an Event of Default under
the Second Amended and Restated Lease; (b) the failure of the Tenant to comply
with any of its covenants or obligations under this Agreement and the
continuance thereof for a period of thirty (30) days after written notice
thereof; provided, however, that if such default is susceptible of cure but such
cure cannot be accomplished with due diligence within such period of time and if
in addition the Tenant commences to cure or cause to be cured such default
within thirty (30) days after written notice thereof from the Secured Party and
thereafter prosecutes the curing of such default with all due diligence, such
period of time shall be extended to such period of time (not to exceed an
additional one (1) year in the aggregate) as may be necessary to cure such



                                      -5-
<PAGE>


default with all due diligence; or (c) any representation or warranty contained
herein or made by the Tenant in connection herewith shall prove to have been
false or misleading in any material respect when made.

        SECTION 5. REMEDIES.

               (a) Upon the occurrence and during the continuation of an Event
of Default, in addition to any rights and remedies now or hereafter granted
under applicable law, under the Second Amended and Restated Lease or under any
other documents or agreements entered into in connection herewith or therewith,
and not by way of limitation of any such rights and remedies, the Secured Party
shall have all of the rights and remedies of a secured party under the Uniform
Commercial Code as enacted in any applicable jurisdiction, and the right,
without notice to, or assent by, the Tenant, to the extent permitted by law, in
the name of the Tenant or in the name of the Secured Party or otherwise:

               (i) with respect to the Leased Intangible Property and any other
accounts receivable, general intangibles and contract rights, to ask for,
demand, collect, receive, compound and give acquittance therefor or any part
thereof, to extend the time of payment of, compromise or settle for cash, credit
or otherwise, and upon any terms and conditions, any thereof, to endorse the
name of the Tenant on any checks, drafts or other orders or instruments for the
payment of moneys payable to the Tenant which shall be issued in respect
thereof, to exercise and enforce any rights and remedies in respect thereof, to
file any claims, commence, maintain or discontinue any actions, suits or other
proceedings deemed by the Secured Party necessary or advisable for the purpose
of collecting or enforcing payment and performance thereof, to make test
verifications thereof, to notify any or all account debtors thereunder to make
payment thereof directly to the Secured Party for the account of the Secured
Party and to require the Tenant to forthwith give similar notice to the account
debtors, and to require the Tenant forthwith to account for and transmit to the
Secured Party in the same form as received all proceeds (other than physical
property) of collection thereof received by the Tenant and, until so
transmitted, to hold the same in trust for the Secured



                                      -6-
<PAGE>

Party and not commingle such proceeds with any other funds of the Tenant;

               (ii) to take possession of any or all of the Collateral and to
use, hold, store, operate, merge and/or control the same and to exclude the
Tenant and all Persons claiming under it wholly or partly therefrom, and, for
that purpose, to enter, with the aid and assistance of any Person or Persons and
with or without legal process, any premises where the Collateral, or any part
thereof, are, or may be, placed or assembled, and to remove any such Collateral;

               (iii) from time to time, at the expense of the Tenant, to make
all such repairs, replacements, alterations, additions and improvements to and
of the Collateral as the Secured Party may reasonably deem proper; to collect
and receive all rents, issues, profits, fees and other income of the same and
every part thereof which may be applied to pay the expenses of holding and
operating the Collateral and of all maintenance and repairs and to make all
payments which the Secured Party may be required or may elect to make, if any,
for taxes, assessments, insurance and other charges upon the Collateral and all
other payments which the Secured Party may be required or authorized to make
under any provision of this Agreement (including, without limitation, reasonable
legal costs and attorneys' fees);

               (iv) upon notice to such effect, and if reasonably necessary to
protect Secured Party's interest in the Collateral, to require the Tenant to
deliver, at the Tenant's expense, any or all Collateral which is reasonably
movable to the Secured Party at a place designated by the Secured Party; and

               (v) without obligation to resort to other security, at any time
and from time to time, to sell, re-sell, assign and deliver all or any of the
Collateral, in one or more parcels at the same or different times, and all
right, title and interest, claim and demand therein and right of redemption
thereof, at public or private sale, for cash, upon credit or for future
delivery, and at such price or prices and on such terms as the Secured Party may
determine, with the amounts realized from any such sale to be applied to the
Secured Obligations in the manner determined by the Secured Party.



                                      -7-
<PAGE>

The Tenant hereby agrees that all of the foregoing may be effected without
advertisement (except as hereinafter provided or as may be required by law), all
of which (except as hereinafter provided) are hereby expressly waived, to the
maximum extent permitted by law. The Secured Party shall not be obligated to do
any of the acts hereinabove authorized and in the event that the Secured Party
elects to do any such act, the Secured Party shall not be responsible to the
Tenant except for the Secured Party's gross negligence or willful misconduct.

               (b) Upon the occurrence of an Event of Default, the Secured Party
may take legal proceedings for the appointment of a receiver or receivers (to
which the Secured Party shall be entitled as a matter of right) to take
possession of the Collateral pending the sale thereof pursuant either to the
powers of sale granted by this Agreement or to a judgment, order or decree made
in any judicial proceeding for the foreclosure or involving the enforcement of
this Agreement. If, after the exercise of any or all of such rights and
remedies, any of the Obligations shall remain unpaid or unsatisfied, the Tenant
shall remain liable for any deficiency or performance thereof, as applicable.

               (c) Upon any sale of any of the Collateral, whether made under
the power of sale hereby given or under judgment, order or decree in any
judicial proceeding for the foreclosure or involving the enforcement of this
Agreement:

               (i) the Secured Party may bid for and purchase the property being
sold and, upon compliance with the terms of sale, may hold, retain and possess
and dispose of such property in its own absolute right without further
accountability, and may, in paying the purchase money therefor, deliver any
instruments evidencing the Obligations or agree to the satisfaction of all or a
portion of the Obligations in lieu of cash in payment of the amount which shall
be payable thereon, and such instruments, in case the amounts so payable thereon
shall be less than the amount due thereon, shall be returned to the Secured
Party after being appropriately stamped to show partial payment;

               (ii) the Secured Party may make and deliver to the purchaser or
purchasers a good and sufficient deed, bill of sale and instrument of assignment
and transfer of the property sold;



                                      -8-
<PAGE>

               (iii) all right, title, interest, claim and demand whatsoever,
either at law or in equity or otherwise, of the Tenant of, in and to the
property so sold shall be divested; such sale shall be a perpetual bar both at
law and in equity against the Tenant, its successors and assigns, and against
any and all Persons claiming or who may claim the property sold or any part
thereof from, through or under the Tenant, its successors or assigns; and

               (iv) the receipt of the Secured Party or of the officer thereof
making such sale shall be a sufficient discharge to the purchaser or purchasers
at such sale for his or their purchase money, and such purchaser or purchasers,
and his or their assigns or personal representatives, shall not, after paying
such purchase money and receiving such receipt of the Secured Party or of such
officer therefor, be obliged to see to the application of such purchase money or
be in any way answerable for any loss, misapplication or nonapplication thereof.

In the event of any sale of Collateral pursuant to this Section 5, the Secured
Party shall, at least 10 days before such sale, give the Tenant written,
telegraphic or telex notice of its intention to sell, except that, if the
Secured Party shall determine in its reasonable discretion that any of the
Collateral threatens to decline in value, any such sale may be made upon three
(3) days' written, telegraphic or telex notice to the Tenant, which time periods
the Tenant hereby agrees are reasonable.

        SECTION 6. APPLICATION OF MONEYS. All moneys which the Secured Party
shall receive pursuant hereto shall first be applied (to the extent thereof) to
the payment of all reasonable costs and expenses incurred in connection with the
administration and enforcement of, or the preservation of any rights under, this
Agreement or any of without limitation, the reasonable fees and disbursements of
its counsel and agents), and the balance, if any, shall be applied first to
accrued and unpaid interest, charges and fees on, and then to outstanding
principal of, any Obligations of the Tenant to the Secured Party, and then to
any other amounts outstanding on any such Obligations and then to the Tenant
unless otherwise provided by law or directed by a court of competent
jurisdiction.



                                      -9-
<PAGE>

        SECTION 7. WAIVERS, ETC. To the extent permitted by law the Tenant
hereby waives presentment, demand, protest and, except as is otherwise
specifically provided herein, all other demands and notices in connection with
this Agreement or the enforcement of the rights of the Secured Party hereunder
and waives all rights to require a marshaling of assets by the Secured Party.

        The Secured Party shall not be required to marshal any present or future
security for (including without limitation this Agreement and the Collateral
pledged hereunder), or guaranties of, the Obligations or any of them, or to
resort to such security or guaranties in any particular order; and all of the
rights hereunder and in respect of such securities and guaranties shall be
cumulative and in addition to all other rights, however existing or arising. To
the maximum extent permitted by applicable law, the Tenant hereby agrees that it
will not invoke any law relating to the marshalling of collateral which, might
cause delay in or impede the enforcement of the Secured Party's rights under
this Agreement or under any other instrument evidencing any of the Obligations
or under which any of the Obligations is outstanding or by which any of the
Obligations is secured or guaranteed, and, to the maximum extent permitted by
applicable law, the Tenant hereby irrevocably waives the benefits of all such
laws.

        SECTION 8. FURTHER ASSURANCES, ETC. Upon the reasonable request of the
Secured Party, and at the sole expense of the Tenant, the Tenant will promptly
execute and deliver, or will cause to be executed and delivered, such further
instruments, certificates and documents and take such further actions as the
Secured Party may reasonably deem desirable to obtain the full benefits of this
Agreement and of the rights and powers herein granted, including, without
limitation, filing of any financing statement, continuation statement, amendment
or notice under the Uniform Commercial Code or other applicable law, execution
of assignments or mortgages of General Intangibles, and transfer of Collateral
to the Secured Party's possession. The Tenant authorizes the Secured Party to
file such financing statements without the signature of the Tenant to the extent
permitted by applicable law, and to file a copy of this Agreement in lieu of a
financing statement, and to take any and all actions required or desirable by
any earlier versions of the Uniform Commercial



                                      -10-
<PAGE>

Code or by other law to perfect the Secured Party's security interest in any of
the Collateral, as applicable in any relevant Uniform Commercial Code
jurisdiction, or by other laws applicable in any foreign jurisdiction. The
Tenant shall provide the Secured Party with any information the Secured Party
shall reasonably request in connection with the foregoing, including, without
limitation, the type and jurisdiction of organization of the Tenant, and any
organizational identification number issued to the Tenant. The Tenant shall also
take all actions reasonably requested by the Secured Party in order to insure
the continued perfection and priority of the Secured Party's security interest
in any of the Collateral and of the preservation of its rights therein.

        SECTION 9. MISCELLANEOUS.

               (a) The Tenant agrees that its obligations and the rights of the
Secured Party hereunder and in respect of the Obligations may be enforced by
specific performance hereof and thereof and by temporary, preliminary and/or
final injunctive relief relating hereto and thereto, without necessity for proof
by the Secured Party or any holder of the Obligations that it would otherwise
suffer irreparable harm, and the Tenant hereby consents to the issuance of such
specific and injunctive relief.

               (b) Any notice or demand upon the Tenant or the Secured Party
shall be deemed to have been sufficiently given when given in accordance with
Section 22.10 of the Second Amended and Restated Lease.

               (c) None of the terms and conditions of this Agreement may be
changed, waived, modified or varied in any manner whatsoever unless in writing
duly signed by the Tenant and the Secured Party. No notice to or demand on the
Tenant in any case shall entitle the Tenant to any other or further notice or
demand in similar or other circumstances or constitute a waiver of any of the
rights of the Secured Party to any other or further action in any circumstances
without notice or demand.

               (d) The obligations of the Tenant hereunder shall remain in full
force and effect without regard to, and shall not be impaired by, (i) any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or the like of the Tenant; (ii) any exercise or non-exercise, or any
waiver



                                      -11-
<PAGE>

of, any right, remedy, power or privilege under or in respect of this Agreement,
the Second Amended and Restated Lease or any document or agreement executed in
connection herewith or therewith, the Obligations or any security for any of the
Obligations; or (iii) any amendment to or modification of any of the Second
Amended and Restated Lease or any document or agreement executed in connection
herewith or therewith, the Obligations or any security for any of the
Obligations; whether or not the Tenant shall have notice or knowledge of any of
the foregoing. The rights and remedies of the Secured Party herein provided for
are cumulative and not exclusive of any rights or remedies which the Secured
Party would otherwise have, including, without limitation, under the Second
Amended and Restated Lease or any document or agreement executed in connection
herewith or therewith. This Agreement is intended as a supplement for and is not
intended to supersede in any respect the Second Amended and Restated Lease or
any document or agreement executed in connection herewith or therewith.

               (e) This Agreement shall be binding upon the Tenant and its
successors and assigns and shall inure to the benefit of the Secured Party, and
its respective successors and assigns. All agreements, representations and
warranties made herein shall survive the execution and delivery of this
Agreement.

               (f) The descriptive headings of the several sections of this
Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.

               (g) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibitions or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

               (h) This Agreement shall be interpreted, construed, applied and
enforced in accordance with the laws of The Commonwealth of Massachusetts
applicable to contracts between residents of Massachusetts which are to be
performed entirely within Massachusetts, regardless of (i) where this Agreement
is executed or delivered; or (ii) where any payment or other



                                      -12-
<PAGE>

performance required by this Agreement is made or required to be made; or (iii)
where any breach of any provision of this Agreement occurs, or any cause of
action otherwise accrues; or (iv) where any action or other proceeding is
instituted or pending; or (v) the nationality, citizenship, domicile, principal
place of business, or jurisdiction of organization or domestication of any
party; or (vi) whether the laws of the forum jurisdiction otherwise would apply
the laws of a jurisdiction other than Massachusetts; or (vii) any combination of
the foregoing. Notwithstanding the foregoing, the laws of the State shall apply
to the perfection and priority of liens upon and the disposition of any
Property.

        To the maximum extent permitted by applicable law, any action to
enforce, arising out of, or relating in any way to, any of the provisions of
this Agreement may be brought and prosecuted in such court or courts located in
The Commonwealth of Massachusetts as is provided by law; and the parties consent
to the jurisdiction of said court or courts located in Massachusetts and to
service of process by registered mail, return receipt requested, or by any other
manner provided by law.

               (i) THE DECLARATION OF TRUST ESTABLISHING THE SECURED PARTY, A
COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS DULY
FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND,
PROVIDES THAT THE NAME "HPT CW PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER
THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY,
AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE SECURED
PARTY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY
OBLIGATION OF OR CLAIM AGAINST, THE SECURED PARTY. ALL PERSONS DEALING WITH THE
SECURED PARTY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE SECURED PARTY
FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

               (j) This Agreement amends, restates and replaces in its entirety
that certain Amended and Restated Security Agreement, dated as of August 10,
2001, as the same may have been amended from time to time, by and between the
Tenant and the Secured Party.



                                      -13-
<PAGE>




                         [SIGNATURES ON FOLLOWING PAGE.]



                                      -14-
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal as of the date first above written.

                                            TENANT:

                                            CANDLEWOOD LEASING NO. 1, INC.


                                            By: /s/ Tim Johnson
                                                --------------------------------
                                                Tim Vice President, Treasurer
                                                and Assistant Secretary



                                            SECURED PARTY:

                                            HPT CW PROPERTIES TRUST


                                            By: /s/ John G. Murray
                                                --------------------------------
                                                 John G. Murray
                                                 Its President

<PAGE>
                                          SCHEDULE 1


CHIEF EXECUTIVE OFFICE:

               8621 E. 21st Street North, Suite 200
               Wichita, Kansas  67206

PRINCIPAL PLACE OF BUSINESS:

               8621 E. 21st Street North, Suite 200
               Wichita, Kansas  67206


<PAGE>
                                   SCHEDULE 2
<TABLE>
<S>                                 <C>
Candlewood Hotel                    Louisville (Jefferstown), KY
Candlewood Hotel                    Cincinnati (Blue Ash), OH
Candlewood Hotel                    Phoenix, AZ
Candlewood Hotel                    Wichita West, KS
Candlewood Hotel                    Birmingham, AL
Candlewood Hotel                    Salt Lake - Ft. Union, UT
Candlewood Hotel                    Southfield, MI
Candlewood Hotel                    Lake Forest (LA), CA
Candlewood Hotel                    Philadelphia (Horsham), PA
Candlewood Hotel                    Salt Lake - North Temple, UT
Candlewood Hotel                    Denver (Englewood), CO
Candlewood Hotel                    Wichita Northeast, KS
Candlewood Hotel                    Omaha, NE
Candlewood Hotel                    Houston (Town & Country), TX
Candlewood Hotel                    Hampton, VA
Candlewood Hotel                    Austin, TX
Candlewood Hotel                    Baltimore, MD
Candlewood Hotel                    Mt. Laurel, NJ
Candlewood Hotel                    Las Vegas, NV
Candlewood Hotel                    Huntsville, AL
Candlewood Hotel                    Houston (Clear Lake), TX
Candlewood Hotel                    Jacksonville, FL
Candlewood Hotel                    Phoenix (Tempe), AZ
Candlewood Hotel                    Detroit (Warren), MI
Candlewood Hotel                    Pittsburgh, PA
Candlewood Hotel                    Des Moines, IA
Candlewood Hotel                    Austin (Stonelake), TX
Candlewood Hotel                    Irving (Las Colinas), TX
Candlewood Hotel                    Charlotte, NC
Candlewood Hotel                    Nashville (Brentwood), TN
Candlewood Hotel                    Houston (Westchase), TX
Candlewood Hotel                    Albuquerque, NM
Candlewood Hotel                    Somerset, NJ
Candlewood Hotel                    Richfield, MN
Candlewood Hotel                    Boston/Braintree, MA
Candlewood Hotel                    Denver, CO (Lakewood)
Candlewood Hotel                    Anaheim (Garden Grove), CA
Candlewood Hotel                    Irvine, CA
</TABLE>

<PAGE>
<TABLE>
<S>                                 <C>
Candlewood Hotel                    Clearwater (St. Petersburg), FL
Candlewood Hotel                    Miami (Miami Airport), FL
Candlewood Hotel                    Orlando (Altamonte Springs), FL
Candlewood Hotel                    Atlanta (Duluth), GA
Candlewood Hotel                    Chicago (Libertyville), IL
Candlewood Hotel                    Chicago (O'Hare/Schiller Park), IL
Candlewood Hotel                    Chicago (Schaumberg), IL
Candlewood Hotel                    Chicago (Warrenville), IL
Candlewood Hotel                    Chicago (Waukegan), IL
Candlewood Hotel                    Detroit (Ann Arbor), MI
Candlewood Hotel                    St. Louis (Earth City), MO
Candlewood Hotel                    Cleveland (North Olmstead), OH
Candlewood Hotel                    Columbus Airport (Gahanna), OH
Candlewood Hotel                    Oklahoma City, OK
Candlewood Hotel                    Knoxville, TN
Candlewood Hotel                    Dallas (Arlington), TX
Candlewood Hotel                    Dallas (Galleria), TX
Candlewood Hotel                    Dallas (North Richardson), TX
Candlewood Hotel                    Houston, TX
</TABLE>

</TEXT>
</DOCUMENT>
