<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 1 )
Wyndham International, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, 0.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
983101 10 6
- --------------------------------------------------------------------------------
(CUSIP Number)
William Bonn, Esq.
Senior Vice President and General Counsel
Beacon Capital Partners, Inc.
1 Federal Street
26th Floor
Boston, Massachusetts 02110
(617) 457-0400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Gilbert G. Menna, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000
October 29, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
(Continued on following pages)
(Page 1 of 12 Pages)
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- ------------------------------ ----------------------------
CUSIP NO. 983101 10 6 13D/A Page 2 of 12 Pages
- ------------------------------ ----------------------------
- --------------------------------------------------------------------------------
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Beacon Capital Partners, L.P.
- --------------------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) \ \
(b) \x\
- --------------------------------------------------------------------------------
3.
SEC USE ONLY
- --------------------------------------------------------------------------------
4.
SOURCE OF FUNDS* 00
- --------------------------------------------------------------------------------
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) \ \
- --------------------------------------------------------------------------------
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- --------------------------------------------------------------------------------
7.
SOLE VOTING POWER
0
- --------------------------------------------------------------------------------
8.
SHARED VOTING POWER
2,483,562 (see Item 5)
- --------------------------------------------------------------------------------
9.
SOLE DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
10.
SHARED DISPOSITIVE POWER
2,483,562 (see Item 5)
- --------------------------------------------------------------------------------
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,483,562 (see Item 5)
- --------------------------------------------------------------------------------
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* \x\
- --------------------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- --------------------------------------------------------------------------------
14.
TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
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CUSIP NO. 983101 10 6 13D/A Page 3 of 12 Pages
- ------------------------------ ----------------------------
- --------------------------------------------------------------------------------
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BCP Voting, Inc.
- --------------------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) \ \
(b) \x\
- --------------------------------------------------------------------------------
3.
SEC USE ONLY
- --------------------------------------------------------------------------------
4.
SOURCE OF FUNDS* 00
- --------------------------------------------------------------------------------
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) \ \
- --------------------------------------------------------------------------------
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- --------------------------------------------------------------------------------
7.
SOLE VOTING POWER
0
- --------------------------------------------------------------------------------
8.
SHARED VOTING POWER
12,432,072 (see Item 5)
- --------------------------------------------------------------------------------
9.
SOLE DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
10.
SHARED DISPOSITIVE POWER
12,432,072 (see Item 5)
- --------------------------------------------------------------------------------
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,432,072 (see Item 5)
- --------------------------------------------------------------------------------
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* \x\
- --------------------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- --------------------------------------------------------------------------------
14.
TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
- ------------------------------ ----------------------------
CUSIP NO. 983101 10 6 13D/A Page 4 of 12 Pages
- ------------------------------ ----------------------------
- --------------------------------------------------------------------------------
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Beacon Capital Partners, Inc.
- --------------------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) \ \
(b) \x\
- --------------------------------------------------------------------------------
3.
SEC USE ONLY
- --------------------------------------------------------------------------------
4.
SOURCE OF FUNDS* N/A
- --------------------------------------------------------------------------------
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) \ \
- --------------------------------------------------------------------------------
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- --------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- --------------------------------------------------------------------------------
7.
SOLE VOTING POWER
0
- --------------------------------------------------------------------------------
8.
SHARED VOTING POWER
17,760,104 (see Item 5)
- --------------------------------------------------------------------------------
9.
SOLE DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
10.
SHARED DISPOSITIVE POWER
17,760,104 (see Item 5)
- --------------------------------------------------------------------------------
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,760,104
- --------------------------------------------------------------------------------
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* \x\
- --------------------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
- --------------------------------------------------------------------------------
14.
TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE>
- ------------------------------ ----------------------------
CUSIP NO. 983101 10 6 13D/A Page 5 of 12 Pages
- ------------------------------ ----------------------------
- --------------------------------------------------------------------------------
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Beacon Lodging, Inc.
- --------------------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) \ \
(b) \x\
- --------------------------------------------------------------------------------
3.
SEC USE ONLY
- --------------------------------------------------------------------------------
4.
SOURCE OF FUNDS* 00
- --------------------------------------------------------------------------------
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) \ \
- --------------------------------------------------------------------------------
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- --------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- --------------------------------------------------------------------------------
7.
SOLE VOTING POWER
0
- --------------------------------------------------------------------------------
8.
SHARED VOTING POWER
2,844,470 (See Item 5)
- --------------------------------------------------------------------------------
9.
SOLE DISPOSITIVE POWER
- --------------------------------------------------------------------------------
10.
SHARED DISPOSITIVE POWER
2,844,470 (See Item 5)
- --------------------------------------------------------------------------------
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,844,470
- --------------------------------------------------------------------------------
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* \x\
- --------------------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
- --------------------------------------------------------------------------------
14.
TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
Amendment No. 1 to Schedule 13D
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is filed by
the undersigned to amend Schedule 13D, filed on July 13, 1999 (the "Original
Filing"). Unless otherwise indicated, all capitalized terms shall have the same
meaning as provided in the Original Filing. Any reference to "this Schedule 13D"
in the Original Filing or in this Amendment No. 1 shall refer to both the
Original Filing and this Amendment No. 1.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 (a) - (c), (f) is amended by replacing the first paragraph
thereunder with the following:
This statement is being filed jointly on behalf of the following persons
(collectively, the "Reporting Persons"): (i) Beacon Capital Partners, L.P., a
Delaware limited partnership ("Beacon LP"); (ii) BCP Voting Inc., a Delaware
corporation ("BCP Voting"), as voting trustee for the Beacon Capital Partners
Voting Trust; (iii) Beacon Capital Partners, Inc., a Maryland corporation
("Beacon"); and (iv) Beacon Lodging, Inc., a Massachusetts corporation ("Beacon
Lodging").
Item 2 (a) - (c), (f) is further amended by replacing the first sentence of
the second paragraph thereunder with the following:
Beacon LP, Beacon, and Beacon Lodging are principally engaged in the
business of making investments in securities or assets of real estate properties
or companies.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by adding the following sentence to the end of the
first paragraph thereunder:
The term "Investors" shall include Beacon Lodging, except where explicitly
stated otherwise.
Item 3 is hereby further amended by adding the following thereto:
On September 30, 1999 Wyndham distributed a payment-in-kind dividend on the
Series B Preferred Stock (the "Dividend"). Thus Beacon LP received 7,678 shares
of Series B Preferred Stock, convertible into 89,383 Shares, and BCP Voting
received 17,915 shares of Series B Preferred Stock, convertible into 208,556
Shares, as dividends on their Series B Preferred Stock.
On October 29, 1999, pursuant to the Contribution Agreement (the
"Contribution Agreement") by and among Beacon, Beacon LP, Alan M. Leventhal,
Lionel P. Fortin, and Fort Point Place, Inc., a Massachusetts corporation, dated
as of October 29, 1999, Beacon contributed 244,340 shares of Series B Preferred
Stock to Beacon Lodging in exchange for 100 shares of Class B Non-Voting Common
Stock of Beacon Lodging and 9 shares of Class A Voting Common Stock of Beacon
Lodging.
6
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended to read as follows:
(a) and (b). Pursuant to the Securities Purchase Agreement and the
Dividend and including the shares of Series B Preferred Stock currently held by
BCP Voting, Beacon Lodging, and Beacon LP, Beacon has obtained beneficial
ownership of 1,525,593 shares of Series B Preferred Stock, convertible into
17,760,104 Shares. These 17,760,104 Shares would represent 9.6% of the
Outstanding Shares (as defined below) if: (1) all of the 1,525,593 shares of
Series B Preferred Stock held by BCP Voting, Beacon Lodging, and Beacon LP were
converted into Shares; (2) none of the other outstanding shares of Series B
Preferred Stock were converted into Shares; and (3) none of the shares of any
other convertible security were converted into Shares. Beacon has shared voting
and shared dispositive power with respect to such Shares.
Pursuant to the Securities Purchase Agreement and the Dividend, Beacon LP
has obtained direct beneficial ownership of 213,338 shares of Series B Preferred
Stock, convertible into 2,483,562 Shares. These 2,483,562 Shares would represent
1.5% of the Outstanding Shares (as defined below) if: (1) all of the 213,338
shares of Series B Preferred Stock held by Beacon LP were converted into Shares;
(2) none of the other outstanding shares of Series B Preferred Stock were
converted into Shares; and (3) none of the shares of any other convertible
security were converted into Shares. Beacon LP has shared voting and shared
dispositive power with respect to such Shares.
Pursuant to the Voting Trust Agreement and the Dividend, BCP Voting has
obtained direct beneficial ownership of 1,067,915 shares of Series B Preferred
Stock, convertible into 12,432,072 Shares. These 12,432,072 Shares would
represent 6.9% of the Outstanding Shares (as defined below) if: (1) all of the
1,067,915 shares of Series B Preferred Stock held by BCP Voting were converted
into Shares; (2) none of the other outstanding shares of Series B Preferred
Stock were converted into Shares; and (3) none of the shares of any other
convertible security were converted into Shares. BCP Voting has shared voting
and shared dispositive power with respect to such Shares.
Pursuant to the Contribution Agreement, Beacon Lodging has obtained direct
beneficial ownership of 244,340 shares of Series B Preferred Stock, convertible
into 2,844,470 Shares. These 2,844,470 Shares would represent 1.7% of the
Outstanding Shares (as defined below) if: (1) all of the 244,340 shares of
Series B Preferred Stock held by Beacon Lodging were converted into Shares; (2)
none of the other outstanding shares of Series B Preferred Stock were converted
into Shares; and (3) none of the shares of any other convertible security were
converted into Shares. Beacon Lodging has shared voting and shared dispositive
power with respect to such Shares.
7
<PAGE>
By virtue of the Stockholders' Agreement and the relationships described
herein, the Investors may be deemed to constitute a "group" within the meaning
of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting
Person may be deemed to share voting and dispositive power with respect to, and
therefore beneficially own, the Shares beneficially owned by the members of the
group as a whole. As of the date hereof, to the knowledge of the Reporting
Persons, the Investors collectively beneficially own an aggregate of 10,170,599
shares of Series B Preferred Stock, convertible into 118,400,454 Shares. These
118,400,454 Shares would represent 41.4% of the Outstanding Shares (as defined
below) if: (1) all of the 10,170,599 shares of Series B Preferred Stock held by
the Investors were converted into Shares; (2) none of the shares of any other
convertible security were converted into Shares. For purposes of calculating
ownership percentages in this Schedule 13D, the number of "Outstanding Shares"
includes (i) the 167,661,671 Shares outstanding, based on information contained
in the Form 10-Q filed by Wyndham on November 15, 1999 and (ii) the Shares
issuable upon conversion of the Series B Preferred Stock held by the Investor or
Investors whose ownership is being measured, excluding for such purpose the
Shares issuable upon conversion of any other shares of Series B Preferred Stock
or other convertible securities. Each of the Reporting Persons expressly
disclaims beneficial ownership of those Investors' Shares held by any other
members of such group or of Shares held individually by certain directors or
executive officers of certain of the Investors.
All of the foregoing information as to number of Shares and percentage of
the Outstanding Shares beneficially owned is set forth without giving effect to
the accrual of dividends payable in additional shares of Series B Preferred
Stock, other than the Dividend. In addition, as discussed above, the numbers of
Shares listed above are each subject to reduction of up to 30% if the Series B
Preferred Stock is redeemed by Wyndham with the proceeds of the Rights Offering,
depending upon the participation in the Rights Offering.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that a Reporting Person is the beneficial
owner of any of the Shares other than those which such Reporting Person has
acquired pursuant to the Securities Purchase Agreement, an Assignment, the
Contribution Agreement, or the Dividend.
(c) The responses to Items 3 and 4 of this Schedule 13D are incorporated
herein by reference.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is hereby amended by adding the following to read as follows:
8
<PAGE>
The responses to Items 3, 4, and 5 of this Schedule 13D and the Exhibits to
this Schedule 13D are incorporated herein by reference.
On October 29, 1999, Beacon LP and Beacon Lodging entered into a Joinder
Agreement (the "Joinder Agreement") whereby Beacon Lodging agreed to be bound by
any and all of the obligations of Beacon LP under the Shareholders' Agreement.
Except for the agreements described herein, to the best knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or
relationship (legal or otherwise) between the persons named in Item 2, and any
other person, with respect to any securities of Wyndham including by not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by adding the following thereto:
Exhibit 7: Joint Filing Agreement dated as of December 6, 1999 by and among
the Reporting Persons.
Exhibit 8: Joinder Agreement, dated as of October 29, 1999, by and among
Beacon LP and Beacon Lodging.
[Remainder of page intentionally left blank]
9
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement with respect to it is true, complete and correct.
BEACON CAPITAL PARTNERS, L.P.
By: Beacon Capital Partners, Inc.,
as general partner
By: /s/ Lionel P. Fortin
--------------------------------
Lionel P. Fortin
President and Chief Operating Officer
BCP VOTING, INC.
By: /s/ Lionel P. Fortin
--------------------------------
Lionel P. Fortin
President
BEACON CAPITAL PARTNERS, INC.
By: /s/ Lionel P. Fortin
--------------------------------
Lionel P. Fortin
President and Chief Operating Officer
BEACON LODGING, INC.
By: /s/ Lionel P. Fortin
-----------------------------------
Lionel P. Fortin
President
10
<PAGE>
SCHEDULE A
Schedule A is hereby amended to read as follows:
The name, business address, present principal occupation or employment, and
the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of Beacon, Beacon Lodging, and BCP Voting is set forth below.
If no business address is given, the director's or officer's address is c/o
Beacon Capital Partners, Inc., One Federal Street, 26th Floor, Boston,
Massachusetts 02110. All individuals listed below are citizens of the United
States of America unless otherwise stated.
Present Principal Occupation
or Employment and
Principal Business and Address of
Name and Corporation in Which Employment is
Business Address Conducted
- ------------------------------ -----------------------------------
Alan M. Leventhal(1)(2) Chairman of the Board of Directors and
Chief Executive Officer of Beacon
Lionel P. Fortin(1)(2) President, Chief Operating Officer, and
Director of Beacon
William A. Bonn(2) Senior Vice President and General Counsel
of Beacon
Jeremy B. Fletcher Senior Vice President of Beacon and Chief
Executive Officer of Beacon Capital
Partners West, a division of Beacon
John Halsted Senior Vice President of BCP and Chief
Investment Officer of Beacon Venture
Partners, Inc.
Douglas S. Mitchell Senior Vice President-Development of Beacon
11
<PAGE>
Erin R. O'Boyle Senior Vice President and Chief Investment
Officer of Beacon
Randy J. Parker Senior Vice President and Chief Financial
Officer of Beacon
E. Valjean Wheeler Senior Vice President of Beacon and Chief
Executive Beacon Capital Partners Central,
a division of Beacon
Thomas Ragno Senior Vice President-Management and
Leasing of Beacon
Stephen T. Clark(1) President of Cypress Realty, Inc.
(principally engaged in real estate
investment),1800 West Loop South,
Houston, Texas 77027; Director
of Beacon
Steven Shulman(1) Managing Director of Latona Associates, Inc.
(principally engaged in investment banking),
Liberty Lane, Hampton, New Hampshire 03842;
Director of Beacon
Scott M. Sperling(1) Managing Director of Thomas H. Lee Company
c/o Thomas H. Lee Company (principally engaged in venture capital
75 State Street, Suite 2600 investment), 75 State Street, Suite 2600,
Boston, Massachusetts 02109 Boston, Massachusetts 02109;
Director of Beacon
Robert M. Melzer(1) Director of Beacon
61 Monmouth Street
Brookline, Massachusetts 02446
(1) Director of Beacon and BCP Voting
(2) Director of Beacon Lodging
12
<PAGE>
EXHIBIT 7
JOINT FILING AGREEMENT
Dated as of December 6, 1999
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons listed below on behalf of each of them of a
Statement on Schedule 13D (including any amendments thereto) with respect to the
common stock, par value $0.01 per share, of Wyndham International, Inc., a
Delaware corporation. The undersigned further consent and agree to the inclusion
of this Agreement as an Exhibit to such Schedule 13D. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
[The remainder of this page has been intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this agreement as of the
date first above written.
BEACON CAPITAL PARTNERS, L.P.
By: Beacon Capital Partners, Inc.,
as general partner
By: /s/ Lionel P. Fortin
--------------------------------
Lionel P. Fortin
President and Chief Operating Officer
BCP VOTING, INC.
By: /s/ Lionel P. Fortin
--------------------------------
Lionel P. Fortin
President
BEACON CAPITAL PARTNERS, INC.
By: /s/ Lionel P. Fortin
--------------------------------
Lionel P. Fortin
President and Chief Operating Officer
BEACON LODGING, INC.
By: /s/ Lionel P. Fortin
-----------------------------------
Lionel P. Fortin
President
<PAGE>
EXHIBIT 8
JOINDER AGREEMENT
Dated as of October 29, 1999
This Joinder Agreement ("Agreement") is made as of this 29th day of
October, 1999 by and among Beacon Capital Partners, L.P., a Delaware limited
partnership ("Beacon, L.P."), and Beacon Lodging, Inc., a Massachusetts
corporation ("Beacon Lodging").
Reference is hereby made to the Stockholders' Agreement by and among
Beacon, L.P., Apollo Real Estate Investment Fund IV, L.P., Apollo Investment
Fund IV, L.P., Thomas H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund
IV, L.P., Thomas H. Lee Charitable Investment L.P., THL-CCI Limited Partnership,
and certain other stockholders named therein, dated as of June 29, 1999 (the
"Stockholders' Agreement"). Capitalized terms used but not defined herein shall
have the meaning ascribed thereto in the Stockholders' Agreement.
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Beacon Lodging hereby agrees, effective as of the date
hereof and by execution of this Agreement, to be bound by any and all of the
obligations of Beacon, L.P. under the Shareholders' Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed as of the date first above written.
BEACON LODGING, INC.
By: /s/ Lionel P. Fortin
-----------------------------------
Lionel P. Fortin
President
BEACON CAPITAL PARTNERS, INC.
By: Beacon Capital Partner, Inc. its general partner
By: /s/ Lionel P. Fortin
--------------------------------
Lionel P. Fortin
President and Chief Operating Officer
