HOSPITALITY PROPERTIES TRUST (Form: 10-Q, Received: 08/09/2010 11:45:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-11527

HOSPITALITY PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

04-3262075

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer Identification No.)

400 Centre Street, Newton, Massachusetts		02458
(Address of Principal Executive Offices)		(Zip Code)

617-964-8389

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer, accelerated filer” and “smaller reporting company” in Rule 12b—2 of the Exchange Act.

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Number of registrant’s common shares of beneficial interest, $0.01 par value per share, outstanding as of August 8, 2010: 123,390,335

HOSPITALITY PROPERTIES TRUST

FORM 10-Q

June 30, 2010

INDEX

		Page
PART I	Financial Information (unaudited)

	Item 1. Financial Statements
	Condensed Consolidated Balance Sheets — June 30, 2010 and December 31, 2009	3

	Condensed Consolidated Statements of Income — Three and Six Months Ended June 30, 2010 and 2009	4

	Condensed Consolidated Statements of Cash Flows — Six Months Ended June 30, 2010 and 2009	5

	Notes to Condensed Consolidated Financial Statements	6

	Item 2.
	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

	Item 3.
	Quantitative and Qualitative Disclosures About Market Risk	30

	Item 4.
	Controls and Procedures	32

	Warning Concerning Forward Looking Statements	33

	Statement Concerning Limited Liability	35

PART II	Other Information

	Item 1A.
	Risk Factors	36

	Item 6.
	Exhibits	37

	Signatures	38

References in this Form 10-Q to “HPT”, “we”, “us” or “our” include Hospitality Properties Trust and its consolidated subsidiaries unless otherwise noted or the context indicates otherwise.

PART I Financial Information

Item 1. Financial Statements

HOSPITALITY PROPERTIES TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(dollars in thousands, except share data)

	June 30,			December 31,
	2010			2009
ASSETS

Real estate properties, at cost:
Land	$	1,392,346		$	1,392,472
Buildings, improvements and equipment	5,026,602			5,074,660
	6,418,948			6,467,132
Accumulated depreciation	(1,311,238		)	(1,260,624		)
	5,107,710			5,206,508
Cash and cash equivalents	3,754			130,399
Restricted cash (FF&E reserve escrow)	41,526			25,083
Other assets, net	174,904			186,380
	$	5,327,894		$	5,548,370

LIABILITIES AND SHAREHOLDERS’ EQUITY

Revolving credit facility	$	38,000		$	—
Senior notes, net of discounts	1,935,589			1,934,818
Convertible senior notes, net of discount	76,844			255,269
Mortgage payable	3,429			3,474
Security deposits	137,161			151,587
Accounts payable and other liabilities	103,219			103,678
Due to affiliate	2,888			2,859
Dividends payable	4,754			4,754
Total liabilities	2,301,884			2,456,439

Commitments and contingencies

Shareholders’ equity:
Preferred shares of beneficial interest, no par value, 100,000,000 shares authorized:
Series B preferred shares; 8 7/8% cumulative redeemable; 3,450,000 shares issued and outstanding, aggregate liquidation preference $86,250	83,306			83,306
Series C preferred shares; 7% cumulative redeemable; 12,700,000 shares issued and outstanding, aggregate liquidation preference $317,500	306,833			306,833
Common shares of beneficial interest, $0.01 par value; 150,000,000 shares authorized 123,390,335 and 123,380,335 issued and outstanding, respectively	1,234			1,234
Additional paid in capital	3,461,434			3,462,209
Accumulated other comprehensive income (loss)	(4		)	3,230
Cumulative net income	2,085,237			2,021,162
Cumulative preferred distributions	(168,461		)	(153,521		)
Cumulative common distributions	(2,743,569		)	(2,632,522		)
Total shareholders’ equity	3,026,010			3,091,931
	$	5,327,894		$	5,548,370

The accompanying notes are an integral part of these condensed consolidated financial statements.

HOSPITALITY PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
Revenues:
Hotel operating revenues	$	195,967		$	187,211		$	365,274		$	362,912
Rental income	80,593			74,935			160,079			148,726
FF&E reserve income	5,831			4,914			11,146			9,717
Total revenues	282,391			267,060			536,499			521,355

Expenses:
Hotel operating expenses	130,057			122,799			235,457			234,253
Depreciation and amortization	60,726			61,085			121,263			122,933
General and administrative	9,755			10,109			19,365			19,708
Total expenses	200,538			193,993			376,085			376,894

Operating income	81,853			73,067			160,414			144,461

Interest income	33			22			183			70
Interest expense (including amortization of deferred financing costs and debt discounts of $1,735, $2,949, $4,140 and $6,306, respectively)	(34,987		)	(35,026		)	(71,892		)	(71,567		)
Gain (loss) on extinguishment of debt	(6,720		)	13,333			(6,720		)	39,888
Loss on asset impairment	(16,384		)	—			(16,384		)	—
Income before income taxes	23,795			51,396			65,601			112,852
Income tax expense	(585		)	(376		)	(1,526		)	(749		)

Net income	23,210			51,020			64,075			112,103
Preferred distributions	(7,470		)	(7,470		)	(14,940		)	(14,940		)
Net income available for common shareholders	$	15,740		$	43,550		$	49,135		$	97,163

Weighted average common shares outstanding	123,389			95,344			123,385			94,672

Basic and diluted earnings per common share:
Net income available for common shareholders	$	0.13		$	0.46		$	0.40		$	1.03

The accompanying notes are an integral part of these condensed consolidated financial statements.

HOSPITALITY PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	For the Six Months Ended June 30,
	2010			2009

Cash flows from operating activities:
Net income	$	64,075		$	112,103
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	121,263			122,933
Amortization of deferred financing costs and debt discounts as interest	4,140			6,306
Security deposits applied to payment shortfalls	(14,426		)	(3,847		)
FF&E reserve income and deposits	(29,648		)	(25,183		)
(Gain) loss on extinguishment of debt	6,720			(39,888		)
Loss on asset impairment	16,384			—
Other non-cash (income) expense, net	(1,749		)	(1,094		)
Changes in assets and liabilities:
Increase in other assets	(1,824		)	(1,208		)
Increase (decrease) in accounts payable and other	2,539			(13,480		)
Increase (decrease) in due to affiliate	27			(111		)
Cash provided by operating activities	167,501			156,531

Cash flows from investing activities:
Real estate acquisitions and improvements	(3,493		)	(5,393		)
FF&E reserve fundings	(16,997		)	(56,375		)
Investment in Affiliates Insurance Company	(43		)	(5,074		)
Cash used in investing activities	(20,533		)	(66,842		)

Cash flows from financing activities:
Proceeds from issuance of common shares, net	—			192,398
Repurchase of convertible senior notes	(185,626		)	(98,570		)
Repurchase of senior notes	—			(45,239		)
Draws on revolving credit facility	71,000			242,000
Repayments of revolving credit facility	(33,000		)	(308,000		)
Distributions to preferred shareholders	(14,940		)	(14,940		)
Distributions to common shareholders	(111,047		)	(72,374		)
Cash used in financing activities	(273,613		)	(104,725		)
Decrease in cash and cash equivalents	(126,645		)	(15,036		)
Cash and cash equivalents at beginning of period	130,399			22,450
Cash and cash equivalents at end of period	$	3,754		$	7,414

Supplemental cash flow information:
Cash paid for interest	$	70,009		$	68,042
Cash paid for income taxes	1,596			1,770
Non-cash investing activities:
Property managers’ deposits in FF&E reserve	$	28,008		$	24,766
Property managers’ purchases with FF&E reserve	(28,562		)	(46,498		)
Non-cash financing activities:
Issuance of common shares	$	283		$	138

The accompanying notes are an integral part of these condensed consolidated financial statements.

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

Note 1. Basis of Presentation

The accompanying condensed consolidated financial statements of Hospitality Properties Trust and its subsidiaries, or HPT, or we, our or us, have been prepared without audit. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2009, or the 2009 Annual Report. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. These condensed consolidated financial statements include the accounts of HPT and its subsidiaries, all of which are 100% owned directly or indirectly by HPT. All intercompany transactions and balances have been eliminated. Our operating results for interim periods and those of our managers and tenants are not necessarily indicative of the results that may be expected for the full year. Reclassifications have been made to the prior year’s condensed consolidated financial statements to conform to the current year’s presentation.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets and impairment of real estate and intangible assets.

We have determined that each of our taxable REIT subsidiaries, or TRSs, is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification TM , or the Codification . We have concluded that we must consolidate each of our TRSs because we are the entity with the power to direct the activities that most significantly impact such VIEs’ performance and we have the obligation to absorb the majority of the potential variability in gains and losses of each VIE, with the primary focus on losses, and are therefore the primary beneficiary of each VIE.

Note 2. New Accounting Pronouncements

Effective January 1, 2010, we adopted the updated Consolidation Topic of the Codification that requires ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE. The previous standard required reconsideration of whether an enterprise is the primary beneficiary of a variable interest entity only when specific events occurred. This Topic was updated to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity and amended certain guidance for determining whether an entity is a variable interest entity. The implementation of this guidance did not change our determination that each of our TRSs is a VIE that we must consolidate.

In January 2010, the FASB issued an accounting standards update requiring additional disclosures regarding fair value measurements. The update requires entities to disclose additional information regarding assets and liabilities that are transferred between levels within the fair value hierarchy. The update also clarifies the level of disaggregation at which fair value disclosures should be made and the requirements to disclose information about the valuation techniques and inputs used in estimating Level 2 and Level 3 fair values. The update is effective for interim and annual reporting periods beginning after December 15, 2009 except for the requirement to separately disclose purchases, sales, issuances and settlements in the Level 3 roll forward that becomes effective for fiscal periods beginning after December 15, 2010. The implementation of this update did not, and is not expected to, cause any material changes to the disclosures in our condensed consolidated financial statements.

In February 2010, the FASB issued an update to the disclosure requirements relating to subsequent events to exclude the requirement to disclose the date through which an entity has evaluated subsequent events and whether that date represents the date the financial statements were issued or available to be issued. The implementation of this update did not cause any material changes to the disclosures in our condensed consolidated financial statements.

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

Note 3. Revenue Recognition

We report hotel operating revenues for managed hotels in our condensed consolidated statements of income. We generally recognize hotel operating revenues, consisting primarily of room and food and beverage sales, when services are provided. Our share of the net operating results of our managed hotels in excess of the minimum returns due to us, or additional returns, are generally determined annually. We recognize additional returns due to us under our management agreements at year end when all contingencies are met and the income is earned. We had no deferred additional returns for the three and six months ended June 30, 2010 and 2009, respectively.

We recognize rental income from operating leases on a straight line basis over the term of the lease agreements. Beginning in the 2008 second quarter, we ceased recognition of straight line rental income for our lease with TravelCenters of America, or TA, for 145 TravelCenters. See Note 10 for further information relating to TA.

We determine percentage rent due to us under our leases annually and recognize it at year end when all contingencies are met and the rent is earned. We had deferred percentage rent of $454 and $788 for the three and six months ended June 30, 2010, respectively, and $308 and $983 for the three and six months ended June 30, 2009, respectively.

We own all the capital expenditure reserves, or FF&E reserve escrows, for our hotels. We do not report the amounts which are escrowed as FF&E reserves for our managed hotels as FF&E reserve income. We report deposits by our third party hotel tenants into the escrow accounts as FF&E reserve income.

Note 4. Per Common Share Amounts

We compute per common share amounts using the weighted average number of common shares outstanding during the period. We had no dilutive common share equivalents at June 30, 2010 or 2009.

Note 5. Shareholders’ Equity

Distributions

On January 15, 2010 and April 15, 2010, we paid a $0.5546875 per share distribution to our Series B preferred shareholders with respect to the periods ended January 14, 2010 and April 14, 2010, respectively. On June 1, 2010, we declared a $0.5546875 per share distribution to our Series B preferred shareholders of record on June 30, 2010, with respect to the period ended July 14, 2010. We paid this amount on July 15, 2010.

On February 16, 2010 and May 17, 2010, we paid a $0.4375 per share distribution to our Series C preferred shareholders with respect to the periods ended February 14, 2010 and May 16, 2010, respectively. On July 1, 2010, we declared a $0.4375 per share distribution to our Series C preferred shareholders of record on July 30, 2010, with respect to the period ending August 14, 2010. We expect to pay this amount on or about August 16, 2010.

On February 22, 2010 and May 24, 2010, we paid a $0.45 per share distribution to our common shareholders. On July 15, 2010, we declared a $0.45 per share distribution to our common shareholders of record on July 30, 2010. We expect to pay this amount on or about August 24, 2010.

On April 15, 2010, we issued 2,000 common shares, valued at $26.00 per share, the closing price of our common shares on the New York Stock Exchange on that day, to each of our five trustees as part of their annual compensation.

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

Comprehensive Income

Accumulated other comprehensive income (loss) represents the unrealized gain (loss) on the shares of TA common stock we own. The following is a reconciliation of net income to comprehensive income for the three and six months ended June 30, 2010 and 2009:

	Three months ended June 30,					Six months ended June 30,
	2010			2009		2010			2009
Net income	$	23,210		$	51,020	$	64,075		$	112,103
Unrealized gain (loss) on TA common stock	(1,879		)	656		(3,234		)	47
Comprehensive income	$	21,331		$	51,676	$	60,841		$	112,150

Note 6. Indebtedness

We separately account for the liability (debt) and equity (conversion option) components of our $79,054 of outstanding 3.8% convertible senior notes due 2027 to reflect the fair value of the liability component based on our non-convertible borrowing cost at the issuance date. We measured the fair value of the debt components of the notes at issuance based on an estimated effective interest rate of 6.06% and are amortizing the resulting discount as an increase to interest expense over the expected life of the debt (assuming holders exercise their put option on March 20, 2012).

· The net carrying amount of our 3.8% convertible senior notes due 2027 was $76,844 and $255,269 as of June 30, 2010 and December 31, 2009, respectively.

· The unamortized discount on the notes was $2,210 and $9,481 as of June 30, 2010 and December 31, 2009, respectively. We expect to amortize the discount through March 20, 2012, the first date on which the holders of our convertible notes may require that we redeem them.

· Interest expense for the three months ended June 30, 2010 and 2009 increased because of non-cash amortization of $604, or $0.01 per share, and $1,991, or $0.02 per share, respectively. For the six months ended June 30, 2010 and 2009, interest expense increased because of non-cash amortization of $1,837, or $0.02 per share, and $4,350, or $0.05 per share, respectively.

· The equity component of the notes as of June 30, 2010 is $37,710.

During the second quarter of 2010, we repurchased an aggregate of $185,696 of our 3.8% convertible senior notes at a total cost of $185,626, excluding accrued interest, and recognized a $6,720 non-cash loss on extinguishment of debt, net of unamortized discount and issuance costs of $7,260, $1,058 of the equity component of the notes and $588 of transaction costs.

We have a $750,000 interest only, unsecured revolving credit facility. Our credit facility matures in October 2010 and may be extended at our option to October 2011 upon payment of a fee, provided certain other conditions are satisfied. The interest rate on drawings under the credit facility is LIBOR plus a spread and was 0.9% per annum at June 30, 2010. As of June 30, 2010, we had $38,000 outstanding under our revolving credit facility and $712,000 available to be drawn for general business purposes, including acquisitions.

On July 15, 2010, we redeemed at par plus accrued interest $50,000 of our 9.125% senior notes.

Note 7. Real Estate Properties

At June 30, 2010, we owned 474 properties consisting of 289 hotels and 185 travel centers. All of these properties are operated under 13 management agreements or leases.

During the six months ended June 30, 2010, we funded $20,490 of improvements to certain of our properties, which resulted in a $1,700 increase in our annual minimum returns and rents.

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

In connection with a decision to pursue the sale of our Crowne Plaza ® hotels in Hilton Head, SC and Dallas, TX and our Holiday Inn ® hotel in Memphis, TN, we recorded a $16,384, or $0.13 per share, non-cash loss on asset impairment in the second quarter of 2010 to reduce the carrying value of these hotels to their estimated net realizable value less costs to sell. Our Staybridge Suites ® hotel in Dallas, TX, will also be offered for sale but we estimate the net realizable value less costs to sell of this hotel is greater than its carrying value. We estimated the fair value of these hotels using standard industry valuation techniques and estimates of value developed by hotel brokerage firms (Level 3 inputs).

Note 8. Income Taxes

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, and, accordingly are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We are subject to income tax in Canada, Puerto Rico and certain states despite our REIT status. Further, we lease our managed hotels to our wholly owned TRSs that, unlike most of our other subsidiaries, file a separate consolidated tax return and are subject to federal, state and foreign income taxes. Our consolidated income tax provision (or benefit) includes the income tax provision (or benefit) related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our REIT status.

During the three and six months ended June 30, 2010, we recognized current tax expense of $585 and $1,526, respectively, which includes $15 and $70, respectively, of foreign taxes and $616 and $1,548, respectively, of federal alternative minimum tax and certain state taxes that are payable without regard to our REIT status and TRS tax loss carry forwards. In addition, during the three and six months ended June 30, 2010, we recognized a deferred tax benefit of $46 and $92, respectively, related to a tax versus book basis difference at our Puerto Rico hotel.

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

Note 9. Segment Information

	For the Three Months Ended June 30, 2010
	Hotels			Travel Centers		Corporate			Consolidated
Hotel operating revenues	$	195,967		$	—	$	—		$	195,967
Rental income	33,228			47,365		—			80,593
FF&E reserve income	5,831			—		—			5,831
Total revenues	235,026			47,365		—			282,391

Hotel operating expenses	130,057			—		—			130,057
Depreciation and amortization expense	39,833			20,893		—			60,726
General and administrative expense	—			—		9,755			9,755
Total expenses	169,890			20,893		9,755			200,538

Operating income (loss)	65,136			26,472		(9,755		)	81,853

Interest income	—			—		33			33
Interest expense	—			—		(34,987		)	(34,987		)
Loss on extinguishment of debt	—			—		(6,720		)	(6,720		)
Loss on asset impairment	(16,384		)	—		—			(16,384		)
Income (loss) before income taxes	48,752			26,472		(51,429		)	23,795
Income tax expense	—			—		(585		)	(585		)

Net income (loss)	$	48,752		$	26,472	$	(52,014	)	$	23,210

	For the Six Months Ended June 30, 2010
	Hotels			Travel Centers		Corporate			Consolidated
Hotel operating revenues	$	365,274		$	—	$	—		$	365,274
Rental income	66,142			93,937		—			160,079
FF&E reserve income	11,146			—		—			11,146
Total revenues	442,562			93,937		—			536,499

Hotel operating expenses	235,457			—		—			235,457
Depreciation and amortization expense	80,312			40,951		—			121,263
General and administrative expense	—			—		19,365			19,365
Total expenses	315,769			40,951		19,365			376,085

Operating income (loss)	126,793			52,986		(19,365		)	160,414

Interest income	—			—		183			183
Interest expense	—			—		(71,892		)	(71,892		)
Loss on extinguishment of debt	—			—		(6,720		)	(6,720		)
Loss on asset impairment	(16,384		)	—		—			(16,384		)
Income (loss) before income taxes	110,409			52,986		(97,794		)	65,601
Income tax expense	—			—		(1,526		)	(1,526		)

Net income (loss)	$	110,409		$	52,986	$	(99,320	)	$	64,075

	As of June 30, 2010
	Hotels		Travel Centers		Corporate		Consolidated

Total assets	$	3,070,086	$	2,239,051	$	18,757	$	5,327,894

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

Note 9. Segment Information (continued)

	For the Three Months Ended June 30, 2009
	Hotels		Travel Centers		Corporate			Consolidated
Hotel operating revenues	$	187,211	$	—	$	—		$	187,211
Rental income	32,385		42,550		—			74,935
FF&E reserve income	4,914		—		—			4,914
Total revenues	224,510		42,550		—			267,060

Hotel operating expenses	122,799		—		—			122,799
Depreciation and amortization expense	40,532		20,553		—			61,085
General and administrative expense	—		—		10,109			10,109
Total expenses	163,331		20,553		10,109			193,993

Operating income (loss)	61,179		21,997		(10,109		)	73,067

Interest income	—		—		22			22
Interest expense	—		—		(35,026		)	(35,026		)
Gain on extinguishment of debt	—		—		13,333			13,333
Income (loss) before income taxes	61,179		21,997		(31,780		)	51,396
Income tax expense	—		—		(376		)	(376		)

Net income (loss)	$	61,179	$	21,997	$	(32,156	)	$	51,020

	For the Six Months Ended June 30, 2009
	Hotels		Travel Centers		Corporate			Consolidated
Hotel operating revenues	$	362,912	$	—	$	—		$	362,912
Rental income	63,977		84,749		—			148,726
FF&E reserve income	9,717		—		—			9,717
Total revenues	436,606		84,749		—			521,355

Hotel operating expenses	234,253		—		—			234,253
Depreciation and amortization expense	80,940		41,993		—			122,933
General and administrative expense	—		—		19,708			19,708
Total expenses	315,193		41,993		19,708			376,894

Operating income	121,413		42,756		(19,708		)	144,461

Interest income	—		—		70			70
Interest expense	—		—		(71,567		)	(71,567		)
Gain on extinguishment of debt	—		—		39,888			39,888
Income (loss) before income taxes	121,413		42,756		(51,317		)	112,852
Income tax expense	—		—		(749		)	(749		)

Net income (loss)	$	121,413	$	42,756	$	(52,066	)	$	112,103

	As of June 30, 2009
	Hotels		Travel Centers		Corporate		Consolidated

Total assets	$	3,177,206	$	2,312,844	$	27,606	$	5,517,656

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

Note 10. Significant Tenant

TA is the lessee of 39% of our investments, at cost, as of June 30, 2010. The following table presents summary financial information for TA for its quarter ended June 30, 2010, as reported in its Quarterly Report on Form 10-Q:

	For the Three Months Ended June 30,
	2010		2009
Operations
Total revenues	$	1,504,491	$	1,128,259
Total cost of goods sold	1,251,431		902,261
Net income (loss)	1,173		(15,037		)

	For the Six Months Ended June 30,
	2010			2009
Total revenues	$	2,888,110		$	2,094,888
Total cost of goods sold	2,430,071			1,652,338
Net loss	(40,043		)	(33,076		)

Cash Flows
Net cash provided by operating activities	29,333			54,414
Net cash used in investing activities	(14,905		)	(17,943		)
Net increase in cash	14,410			36,485
Cash and cash equivalents at the beginning of the period	155,632			145,516
Cash and cash equivalents at the end of the period	170,042			182,001

	As of June 30,
	2010		2009
Financial Position
Current assets	$	441,888	$	447,692
Noncurrent assets	470,189		476,824
Current liabilities	258,648		233,987
Noncurrent liabilities	378,120		320,585
Total shareholders’ equity	275,309		369,944

The summary financial information of TA is presented to comply with applicable accounting regulations of the Securities and Exchange Commission, or the SEC. References in these financial statements to TA’s Quarterly Report on Form 10-Q are included as textual references only, and the information in TA’s quarterly report is not incorporated by reference into these financial statements.

During the three and six months ended June 30, 2010 and 2009, TA deferred $15,000 and $30,000, respectively, of rent under the terms of the rent deferral agreement dated August 11, 2008. As of June 30, 2010, TA has deferred rent totaling $120,000 under the agreement. We have not recognized any deferred rent as revenue due to uncertainties regarding future payments of these amounts by TA. TA has not produced consistent operating profits. If the U.S. economy does not improve from current levels of commercial activity in a reasonable time period, if the price of diesel fuel increases significantly or for various other reasons, TA may become unable to pay the deferred rents due to us. Under the terms of the deferral agreement, interest began to accrue on deferred amounts outstanding on January 1, 2010, at 1% per month, and we received and recorded $3,300, or $0.03 per share, and $6,150, or $0.05 per share, of income for the three and six months ended June 30, 2010, respectively; these payments have been reflected as rental income in our condensed consolidated statements of income in accordance with GAAP. We recognized rental income of $47,365 and $93,937 for the three and six months ended June 30, 2010, respectively, and $42,550 and $84,749 for the three and six months ended June 30, 2009, respectively, under our lease agreements with TA.

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

TA was formerly our 100% owned subsidiary and it became a public company in a spin off transaction in 2007. Reit Management & Research LLC, or RMR, provides certain management services to both us and TA. For more information about our relationship with TA and RMR and concerning the risks inherent in TA’s business, please see our 2009 Annual Report under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Related Person Transactions” and “Risk Factors ” and our latest Proxy Statement filed on Schedule 14A under the caption “Related Person Transactions and Company Review of Such Transactions”.

Note 11. Related Person Transactions

RMR provides both business and property management services to us under a business management agreement and a property management agreement, each as amended in January 2010. In connection with these agreements with RMR, we recognized expenses of $8,258 and $16,408, and $8,219 and $16,307 for the three and six months ended June 30, 2010 and 2009, respectively. These amounts are included in general and administrative expenses in our condensed consolidated financial statements.

As of June 30, 2010, we have invested $5,177 in Affiliates Insurance Company, or Affiliates Insurance, concurrently with RMR and other companies to which RMR provides management services. All of our trustees are currently serving on the board of directors of Affiliates Insurance. At June 30, 2010, we owned approximately 14.29% of Affiliates Insurance. Although we own less than 20% of Affiliates Insurance, we use the equity method to account for this investment because we believe that we have significant influence over Affiliates Insurance because each of our trustees is a director of Affiliates Insurance. This investment is carried on our condensed consolidated balance sheets in other assets and had a carrying value of $4,992 and $5,000 as of June 30, 2010 and December 31, 2009, respectively. During the three and six months ended June 30, 2010, we invested an additional $23 and $44, respectively, in Affiliates Insurance. During the three and six months ended June 30, 2010, we recognized a loss of $24 and $52, respectively, related to this investment. These losses are included in general and administrative expenses in our condensed consolidated statements of income. In June 2010, we, RMR and other companies to which RMR provides management services purchased property insurance pursuant to an insurance program arranged by Affiliates Insurance. Our annual premiums for this property insurance are expected to be approximately $4,816. We are currently investigating the possibilities to expand our insurance relationships with Affiliates Insurance to include other types of insurance.

See Note 10 for more information about our relationship with TA.

For more information about our related person transactions, including our dealings with TA, RMR, Affiliates Insurance, our Managing Trustees and their affiliates and about the risks which may arise as a result of these and other related person transactions, please see our 2009 Annual Report and our other filings made with the SEC, and, in particular, the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Related Person Transactions” in our 2009 Annual Report, the section captioned “Related Person Transactions and the Company Review of Such Transactions” in our Proxy Statement dated February 24, 2010 relating to our 2010 Annual Meeting of Shareholders and in Item 1.01 in our Current Report on Form 8-K filed with the SEC on January 20, 2010.

Note 12. Hotel Management Agreements and Leases

During the six months ended June 30, 2010, all payments due to us under our hotel leases and management contracts were paid when due except for certain payments from Marriott International, Inc., or Marriott, and Barceló Crestline Corporation, or Crestline.

During the six months ended June 30, 2010, the payments we received under our management contract with Marriott for 34 hotels that requires minimum annual payments to us of approximately $44,200 (which we have historically referred to as our Marriott No. 3 contract) and under our lease with Crestline for 19 hotels managed by Marriott that requires minimum annual rent payments to us of approximately $28,508 (which we have historically referred to as our Marriott No. 4 contract) were $8,871 and $5,556, respectively, less than the minimum amounts contractually required. We applied the available security deposits to cover these deficiencies. Also, during the period between June 30, 2010 and August 8, 2010, we did not receive payments to cure shortfalls for the Marriott No. 3 and Marriott No. 4 contracts of $497 and $875, respectively, and we applied the security deposits we hold to cover these amounts. As of August 8,

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

2010, the remaining balances of the security deposits which we hold for the Marriott No. 3 and Marriott No. 4 contracts were $17,618 and $13,482, respectively.

At this time, we expect that Marriott will continue to pay us the net cash flows from operations of the hotels included in the defaulted contracts. We believe the remaining amounts of security deposits we hold from Marriott and from Crestline for these contracts will exceed the 2010 shortfall of the payments we expect to receive compared to the minimum payments due to us under these contracts. Other than applying the security deposits to pay the differences between the net cash flows received from operations of these hotels and the contractual minimum payments, we have not yet determined what additional actions, if any, we may take as a result of these defaults.

When we reduce the amounts of the security deposits we hold for these agreements or any other operating agreements for payment deficiencies, we record income equal to the amounts by which these deposits are reduced up to the minimum return or minimum rent due to us. However, reducing the security deposits does not result in cash flow to us of the deficiency amounts, but reducing amounts of security deposits does reduce the refunds due to the respective lessees or managers who have provided us with these deposits. These deposits are not escrowed. Under all of our hotel contracts that include a security deposit, any amount of the security deposits which are applied to payment deficits may be replenished from future cash flows under the respective contracts.

As of August 8, 2010, all other payments due to us from our hotel managers and hotel tenants under our operating agreements were current.

Minimum return and minimum rent payments due to us under some of our hotel management agreements and leases are supported by guarantees. The guarantee provided by Hyatt Hotels Corporation, or Hyatt, with respect to the 22 hotels managed by Hyatt is limited to $50,000 ($28,526 remaining at June 30, 2010). The guarantee provided by Carlson Hotels Worldwide, or Carlson, with respect to the 11 hotels managed by Carlson is limited to $40,000 ($32,849 remaining at June 30, 2010). The combined guarantee provided by InterContinental Hotels Group plc, or InterContinental, for the 131 hotels managed or leased by InterContinental is limited to $125,000 ($37,715 remaining at June 30, 2010) and will expire if and when the hotels achieve stipulated operating results. The guarantee provided by Marriott with respect to the one hotel leased by Marriott (our Marriott No. 5 contract) is unlimited and does not expire.

Certain of our managed hotel portfolios had net operating results that were, in the aggregate, $12,159 and $40,749, less than the minimum returns due to us in the three and six months ended June 30, 2010, respectively, and $9,907 and $30,298, less than the minimum returns due to us in the three and six months ended June 30, 2009, respectively. We reflect these amounts in our condensed consolidated statements of income as a reduction to hotel operating expense when the minimum returns were funded by the manager of these hotels under the terms of our operating agreements, or in the case of our Marriott No. 3 agreement, applied from the security deposit we hold.

In November 2008, we were notified by Host Hotels & Resorts Inc., or Host, that it will not exercise its renewal option at the end of the current lease term for 18 hotels which we have historically referred to as our Marriott No. 2 contract. Upon expiration of the agreement on December 31, 2010, we expect to return the $17,220 security deposit to Host, to lease these hotels to one of our TRSs and to continue the existing hotel brand and management agreements with Marriott.

Although Host has not notified us of its intentions, it did disclose in a recent filing with the SEC its intent not to exercise its renewal option at the end of the current lease term for 53 hotels which we have historically referred to as our Marriott No. 1 contract. Under the terms of this lease, the tenant is required to provide us written notice of its renewal election no later than December 31, 2010. If the tenant elects not to renew the lease, upon expiration of the agreement on December 31, 2012, we expect to return the $50,540 security deposit to Host, to lease these hotels to one of our TRSs and to continue the existing hotel brand and management agreements with Marriott.

In July 2010, we were notified that the subleases between Host and Crestline for the 53 hotels under our Marriott No. 1 contract and the 18 hotels under our Marriott No. 2 contract have been terminated as a result of the Crestline subtenants failure to maintain the minimum net worths required by our agreements. The terms of our leases with Host for these hotels, including the annual minimum rent payable to us under the leases, did not change as a result of the sublease terminations.

HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

Note 13. Fair Value of Financial Instruments

The carrying amount and the estimated fair value of each of our financial instruments are shown below:

	June 30, 2010					December 31, 2009
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Financial Assets

Cash and cash equivalents	$	3,754		$	3,754	$	130,399		$	130,399
Restricted cash	41,526			41,526		25,083			25,083
Investment securities	3,573			3,573		6,807			6,807
Total financial assets	$	48,853		$	48,853	$	162,289		$	162,289

Financial Liabilities

Revolving credit facility	$	38,000		$	38,000	$	—		$	—
Senior Notes, due 2010 at 9.125%	50,000			52,210		50,000			53,295
Mortgage Note, due 2011 at 8.3%	3,429			3,456		3,474			3,496
Senior Notes, due 2012 at 6.85%	100,829			109,791		100,829			106,453
Senior Notes, due 2013 at 6.75%	287,000			312,802		287,000			299,250
Senior Notes, due 2014 at 7.875%	300,000			344,216		300,000			321,020
Senior Notes, due 2015 at 5.125%	280,000			288,027		280,000			262,330
Senior Notes, due 2016 at 6.3%	275,000			289,219		275,000			258,907
Senior Notes, due 2017 at 5.625%	300,000			306,051		300,000			270,594
Convertible Senior Notes, due 2027 at 3.8%	79,054			81,300		264,750			265,280
Senior Notes, due 2018 at 6.7%	350,000			380,953		350,000			337,051
Unamortized discounts	(9,450		)	—		(17,492		)	—
Total financial liabilities	$	2,053,862		$	2,206,025	$	2,193,561		$	2,177,676

The carrying amounts of our cash and cash equivalents and restricted cash approximate their fair value. The fair value of our investment securities is based on quoted market prices (Level 1 inputs). We estimate the fair value of our indebtedness using discounted cash flow analysis and currently prevailing market rates.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included in this quarterly report and with our 2009 Annual Report.

Overview (dollar amounts in thousands, except per share amounts)

2010 Developments

U.S. hotel industry - The U.S. hotel industry continues to experience the financial effects of the recent recession. In both 2008 and 2009, the U.S. hotel industry generally experienced declines versus the previous year in occupancy, revenues and profitability. Although each of our hotel operators reported increases in occupancy during the first and second quarters of 2010, the majority of our hotel properties continued to experience declines in average daily rate and higher operating expenses resulting in lower profitability at our hotels. Nonetheless, as of June 30, 2010, all minimum returns and rent payments due to us under our hotel operating agreements were current except for the Marriott No. 3 and No. 4 agreements discussed below.

Our hotel operating agreements contain security features, such as guarantees and security deposits, which are intended to protect minimum returns and rents due to us in accordance with our operating agreements regardless of hotel performance. However, the effectiveness of various security features to provide uninterrupted receipt by us of minimum rents and returns is not assured, particularly if the U.S. economy and the lodging industry takes an extended period to recover from the severe declines experienced during the recent recession. If our tenants, managers or guarantors default in their payment obligations to us, our cash flows will decline.

Our tenants and managers - During the six months ended June 30, 2010, all payments due to us under our hotel leases and hotel management contracts were paid when due except for certain payments from Marriott and Crestline.

During the six months ended June 30, 2010, the payments we received under our Marriott No. 3 contract that requires minimum annual payments to us of approximately $44,200, and under our Marriott No. 4 contract that requires minimum annual rent payments to us of approximately $28,508, were $8,871 and $5,556, respectively, less than the minimum amounts contractually required. We applied the available security deposits to cover these deficiencies. Also, during the period between June 30, 2010 and August 8, 2010, we did not receive payments to cure shortfalls for the Marriott No. 3 and Marriott No. 4 contracts of $497 and $875, respectively, and we applied the security deposits we hold to cover these amounts. At August 8, 2010, the remaining balances of the security deposits which we hold for the Marriott No. 3 and Marriott No. 4 contracts were $17,618 and $13,482, respectively.

As of August 8, 2010, all other payments due to us from our hotel managers and hotel tenants under our operating agreements were current.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

TA rent deferral - In each of the first and second quarters of 2010 and 2009, respectively, TA deferred $15,000 of rent under the provisions of the rent deferral agreement entered by us and TA in August of 2008. Through June 30, 2010, TA has deferred rent totaling $120,000 under this agreement. For the month of July 2010, TA continued to defer $5,000 of rent as permitted under the agreement. We have not recognized any deferred rent as revenue due to uncertainties regarding future payments of these amounts by TA. If the U.S. economy does not improve from current levels of commercial activity in a reasonable time period, if the price of diesel fuel increases significantly or for various other reasons, TA may become unable to pay the deferred rents due to us. Under the terms of this agreement, interest began to accrue on deferred amounts outstanding on January 1, 2010, at 1% per month, and we received and recorded $3,300, or $0.03 per share, and $6,150, or $0.05 per share, of income for the three and six months ended June 30, 2010, respectively, which has been reflected as rental income in our condensed consolidated statements of income in accordance with GAAP. TA was formerly our 100% owned subsidiary and it became a public company in a spin off transaction in 2007. RMR provides management services to both us and TA. For more information about our relationship with TA and RMR and concerning the risks inherent in TA’s business and arising from these relationships, please see our 2009 Annual Report under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors ” and our Proxy Statement dated February 24, 2010 relating to our 2010 Annual Meeting of Shareholders under the caption “Related Person Transactions and Company Review of Such Transactions”.

Management Agreements and Leases

At June 30, 2010, our 289 hotels were operated under 11 operating agreements, including 197 hotels leased to one of our wholly owned TRSs and managed by an independent hotel operating company and 92 hotels leased to third parties. We lease our 185 travel centers to TA under two agreements. Our condensed consolidated statements of income include operating revenues and expenses of our managed hotels and rental income for leased hotels and travel centers. Additional information regarding the terms of our management agreements and leases is included in the table on pages 27 and 28 below.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Results of Operations (dollar amounts in thousands, except per share amounts)

Three Months Ended June 30, 2010 versus 2009

	For the Three Months Ended June 30,
	2010			2009			Increase (Decrease)			% Increase (Decrease)
Revenues:
Hotel operating revenues	$	195,967		$	187,211		$	8,756		4.7%
Rental income:
Minimum rents - hotels	33,228			32,385			843			2.6%
Minimum rents - travel centers	47,365			42,550			4,815			11.3%
Total rental income	80,593			74,935			5,658			7.6%
FF&E reserve income	5,831			4,914			917			18.7%

Expenses:
Hotel operating expenses	130,057			122,799			7,258			5.9%
Depreciation and amortization - hotels	39,833			40,532			(699		)	(1.7)%
Depreciation and amortization - travel centers	20,893			20,553			340			1.7%
Total depreciation and amortization	60,726			61,085			(359		)	(0.6)%
General and administrative	9,755			10,109			(354		)	(3.5)%

Operating income	81,853			73,067			8,786			12.0%

Interest income	33			22			11			50.0%
Interest expense	(34,987		)	(35,026		)	(39		)	(0.1)%
Gain (loss) on extinguishment of debt	(6,720		)	13,333			(20,053		)	(150.4)%
Loss on asset impairment	(16,384		)	—			(16,384		)	—
Income before income taxes	23,795			51,396			(27,601		)	(53.7)%
Income tax expense	(585		)	(376		)	209			55.6%

Net income	23,210			51,020			(27,810		)	(54.5)%
Net income available for common shareholders	15,740			43,550			(27,810		)	(63.9)%
Weighted average shares outstanding	123,389			95,344			28,045			29.4%
Net income available for common shareholders per common share	$	0.13		$	0.46		$	(0.33	)	(71.7)%

The increase in hotel operating revenues in the second quarter of 2010 compared to the second quarter of 2009 was caused primarily by the increase in revenues at our managed hotels. Revenues at most of our managed hotels increased from the second quarter of 2009 due to higher occupancy rates, partially offset by declines in average daily room rates, or ADR. Additional operating statistics of our hotels are included in the table on page 29.

The increase in rental income - hotels is a result of increases in the minimum rents due to us as we funded improvements at certain of our leased hotels in 2009 and 2010.

The increase in rental income - travel centers is a result of contractual rent increases in our lease agreement with TA for 145 travel centers and $3,300 of interest earned on deferred amounts in 2010. Rental income for both periods excludes the $15,000 of rent deferred by TA under our rent deferral agreement discussed above.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

FF&E reserve income represents amounts paid by our hotel tenants into restricted accounts owned by us, the purpose of which is to accumulate funds for future capital expenditures. The terms of our leases require these amounts to be calculated as a percentage of total sales at our hotels. The increase in FF&E reserve income is primarily due to increases in the percentage of sales contributed to our FF&E reserves by some of our tenants in 2010 and increased levels of hotel sales in 2010 versus 2009 at our leased hotels. We do not report the amounts which are escrowed as FF&E reserves for our managed hotels as FF&E reserve income.

The increase in hotel operating expenses was primarily caused by increased expenses associated with higher occupancy at our managed hotels partially offset by the funding by certain of our managers of minimum return deficiencies and our application of a security deposit to cover minimum return deficiencies. Certain of our managed hotel portfolios had net operating results that were, in the aggregate, $12,159 and $9,907 less than the minimum returns due to us in the three months ended June 30, 2010 and 2009, respectively. We reflect these amounts in our condensed consolidated statements of income as a reduction to hotel operating expense because the minimum returns were funded by the managers of these hotels under the terms of our operating agreements, or in the case of our Marriott No. 3 agreement, applied from the security deposit we hold.

The decrease in depreciation and amortization - hotels is primarily due to fully depreciated improvements that were retired, partially offset by the depreciation and amortization of assets acquired with funds from FF&E reserve accounts owned by us in 2009 and 2010.

The increase in depreciation and amortization - travel centers is primarily due to depreciation and amortization of improvements made to our travel centers during 2009 and 2010.

The decrease in general and administrative costs is primarily due to lower professional services fees in 2010 versus 2009.

The increase in operating income is primarily due to the revenue and expense changes discussed above.

The increase in interest income is due to higher average cash balances during 2010.

The decrease in interest expense is primarily due to lower average borrowings, partially offset by higher weighted average interest rates in the 2010 period compared to the 2009 period.

During the second quarter of 2010, we recorded a $6,720 non-cash loss on the extinguishment of debt relating to the purchase of $185,696 face amount of our 3.8% convertible senior notes due 2027 for an aggregate purchase price of $185,626, excluding accrued interest. The loss on extinguishment of debt includes unamortized issuance costs and discounts of $7,260, $1,058 of the equity component of the notes and $588 of transaction costs. During the second quarter of 2009, we recorded a $13,333 non-cash gain on the extinguishment of debt relating to our purchase of $70,671 face amount of our 3.8% convertible senior notes due 2027 and various issues of our senior notes for an aggregate purchase price of $56,292, excluding accrued interest. The gain on extinguishment of debt is net of unamortized issuance costs and discounts of $1,045.

In connection with a decision to pursue the sale of our Crowne Plaza ® hotels in Hilton Head, SC and Dallas, TX and our Holiday Inn ® hotel in Memphis, TN, we recorded a $16,384, or $0.13 per share, non-cash loss on asset impairment in the second quarter of 2010 to reduce the carrying value of these hotels to their estimated net realizable value less costs to sell. Our Staybridge Suites ® hotel in Dallas, TX is also being offered for sale but we estimate the net realizable value less costs to sell of this hotel is greater than its carrying value.

The increase in income tax expense is primarily the result of higher state income taxes due to an increase in taxable income for state income tax purposes as a result of lower common share distributions in 2010.

The increase in weighted average shares outstanding is primarily a result of our public offerings of a total of 29,325,000 common shares during the second and third quarters of 2009.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

The decrease in net income, net income available for common shareholders and net income available for common shareholders per common share are primarily due to the investment, operating and financing activities discussed above. On a per share basis, the percentage decrease in net income available for common shareholders is higher due to the increase in our weighted average common shares outstanding described above.

Six Months Ended June 30, 2010 versus 2009

	For the Six Months Ended June 30,
	2010			2009			Increase (Decrease)			% Increase (Decrease)
Revenues:
Hotel operating revenues	$	365,274		$	362,912		$	2,362		0.7%
Rental Income:
Minimum rents - hotels	66,142			63,977			2,165			3.4%
Minimum rents - travel centers	93,937			84,749			9,188			10.8%
Total rental income	160,079			148,726			11,353			7.6%
FF&E reserve income	11,146			9,717			1,429			14.7%

Expenses:
Hotel operating expenses	235,457			234,253			1,204			0.5%
Depreciation and amortization - hotels	80,312			80,940			(628		)	(0.8)%
Depreciation and amortization - travel centers	40,951			41,993			(1,042		)	(2.5)%
Total depreciation and amortization	121,263			122,933			(1,670		)	(1.4)%
General and administrative	19,365			19,708			(343		)	(1.7)%

Operating income	160,414			144,461			15,953			11.0%

Interest income	183			70			113			161.4%
Interest expense	(71,892		)	(71,567		)	325			0.5%
Gain (loss) on extinguishment of debt	(6,720		)	39,888			(46,608		)	116.9%
Loss on asset impairment	(16,384		)	—			(16,384		)	—
Income before income taxes	65,601			112,852			(47,251		)	(41.9)%
Income tax expense	(1,526		)	(749		)	777			103.7%

Net income	64,075			112,103			(48,028		)	(42.8)%
Net income available for common shareholders	49,135			97,163			(48,028		)	(49.4)%
Weighted average shares outstanding	123,385			94,672			28,713			30.3%
Net income available for common shareholders per common share	$	0.40		$	1.03		$	(0.63	)	(61.2)%

The increase in hotel operating revenues in the first six months of 2010 versus the first six months of 2009 was caused primarily by the increase in revenues at our managed hotels. Revenues at most of our managed hotels increased from the sixth months ended June 30, 2009 due to higher occupancy rates, partially offset by declines in ADR. Additional operating statistics of our hotels are included in the table on page 29.

The increase in rental income - hotels is a result of increases in the minimum rents due to us as we funded improvements at certain of our leased hotels in 2009 and 2010.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

The increase in rental income - travel centers is a result of contractual rent increases in our lease agreement with TA for 145 travel centers and interest of $6,150 earned on deferred rent amounts in 2010. Rental income for both periods excludes the $30,000 of rent deferred by TA under our rent deferral agreement discussed above.

The increase in FF&E reserve income is primarily due to increases in the percentage of sales contributed to our FF&E reserves by some of our tenants in 2010 and increased levels of hotel sales in 2010 versus 2009 at our leased hotels. We do not report the amounts which are escrowed as FF&E reserves for our managed hotels as FF&E reserve income.

The increase in hotel operating expenses was primarily caused by increased expenses associated with higher occupancy at our managed hotels partially offset by the funding by certain of our managers of minimum return deficiencies and our application of a security deposit to cover minimum return deficiencies. Certain of our managed hotel portfolios had net operating results that were, in the aggregate, $40,749 and $30,298 less than the minimum returns due to us in the six months ended June 30, 2010 and June 30, 2009, respectively. We reflect these amounts in our condensed consolidated statements of income as a reduction to hotel operating expense because the minimum returns were funded by the managers of these hotels under the terms of our operating agreements, or in the case of our Marriott No. 3 agreement, applied from the security deposit we hold.

The decrease in depreciation and amortization - travel centers is primarily due to fully depreciated improvements that were retired, partially offset by depreciation and amortization of improvements made to our travel centers during 2009 and 2010.

The decrease in general and administrative costs is primarily due to lower professional services fees in 2010 versus 2009.

The increase in operating income is primarily due to the revenue and expense changes discussed above.

The increase in interest income is due to higher average cash balances during 2010.

The increase in interest expense is primarily due to higher weighted average interest rates, partially offset by lower average borrowings during 2010 versus 2009.

During the six months ended June 30, 2010, we recorded a $6,720 non-cash loss on the extinguishment of debt relating to the purchase of $185,696 face amount of our 3.8% convertible senior notes due 2027 for an aggregate purchase price of $185,626, excluding accrued interest. The loss on extinguishment of debt includes unamortized issuance costs and discounts of $7,260, $1,058 of the equity component of the notes and $588 of transaction costs. For the six months ended June 30, 2009, we recorded a $39,888 non-cash gain on the extinguishment of debt relating to our repurchase of $192,001 face amount of our 3.8% convertible senior notes due 2027 and various issues of our senior notes for an aggregate purchase price of $143,809, excluding accrued interest. The gain on extinguishment of debt is net of unamortized issuance costs and discounts of approximately $8,303 and a portion of the equity component of the notes of $148.

In connection with a decision to pursue the sale of our Crowne Plaza ® hotels in Hilton Head, SC and Dallas, TX and our Holiday Inn ® hotel in Memphis, TN, we recorded a $16,384, or $0.13 per share, non-cash loss on asset impairment in the second quarter of 2010 to reduce the carrying value of these hotels to their estimated net realizable value less costs to sell. Our Staybridge Suites ® hotel in Dallas, TX is also being offered for sale but we estimate the net realizable value less costs to sell of this hotel is greater than its carrying value.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

The increase in weighted average shares outstanding is primarily a result of our public offerings of a total of 29,325,000 common shares during the second and third quarters of 2009.

The decreases in net income, net income available for common shareholders and net income available for common shareholders per common share are primarily due to the investment and operating activities discussed above. On a per share basis, the percentage decrease in net income available for common shareholders is higher due to the increase in our weighted average common shares outstanding described above

Liquidity and Capital Resources (dollar amounts in thousands, except per share amounts)

Our Managers and Tenants

As of June 30, 2010, all 474 of our properties were operated under 13 management agreements or leases. All costs of operating and maintaining our properties are paid by the hotel managers as agent for us or by tenants for their own account. These hotel managers and tenants derive their funding for property operating expenses, FF&E reserves, and returns and rents due to us generally from property operating revenues and, to the extent that these parties fund our minimum returns and minimum rents, from their separate resources.

We define coverage for each of our hotel management agreements or leases as total property sales minus all property level expenses which are not subordinated to the minimum returns and minimum rents due to us and the required FF&E reserve contributions, divided by the minimum returns or minimum rent payments due to us. More detail regarding coverage, guarantees and other security features of our operating agreements is presented in the table on pages 27 and 28. During the twelve months ended June 30, 2010, all of our 11 hotel operating agreements generated coverage of less than 1.0x (-.08x to 0.84x).

During the twelve months ended June 30, 2010, our two travel center leases, representing 185 properties, generated coverage of 1.14x and 0.97x, respectively. Effective July 1, 2008, we entered into a rent deferral agreement with TA, the tenant under our two travel center leases. However, we calculated the rent coverage ratios for the 12 months ended June 30, 2010 using the contractual rent amounts without consideration of the rent deferral or interest on deferred rents. Because substantially all of TA’s business is conducted at properties leased from us, property level rent coverage may not be an appropriate way to evaluate TA’s ability to pay rents due to us. We believe property level rent coverage is nonetheless one useful indicator of the performance and value of our properties as we believe it is what an operator interested to acquire these properties or the leaseholds might use to evaluate these properties contributions to their earnings before corporate level expenses.

Three hundred fifty (350) of our properties, representing 76% of our total investments at cost as of June 30, 2010, are operated under nine management arrangements or leases which are subject to full or limited guarantees. These guarantees may provide us with continued payments if the total sales less total expenses and required FF&E reserve payments fail to equal or exceed guaranteed amounts due to us. Some of our managers and tenants, or their affiliates, may also supplement cash flow from our properties in order to make payments to us and preserve their rights to continue operating our properties even if they are not required to do so by guarantees. Guarantee or supplemental payments to us, if any, made under any of our management agreements or leases do not subject us to repayment obligations, but under some of our agreements, the manager or tenant may recover these guarantee or supplemental payments from the future cash flows from our properties after our future minimum returns and minimum rents are paid.

As described above, Marriott and Crestline have failed to pay the full minimum return or rent amounts due to us under the Marriott No. 3 and Marriott No. 4 agreements, respectively. As of August 8, 2010, all other payments due from our hotel managers and tenants were current. Also, TA is current in its contractual obligations to us for its travel center

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

leases, but TA continues to defer $5,000/month of rent due to us pursuant to the rent deferral agreement we entered with TA in August 2008. Nonetheless, the effectiveness of our various security features to provide uninterrupted payments to us is not assured, particularly if the recovery in the economy which appears may have begun is so extended and moderate that historical operating results at our properties are not achieved in a reasonable period. If any of our property operators, tenants or guarantors default in their payment obligations to us, our cash flows will decline.

Our Operating Liquidity and Capital Resources

Our principal source of funds for current expenses and distributions to shareholders are minimum returns from our managed hotels and minimum rents from our leased hotels and travel centers. We receive minimum returns and minimum rents from our managers and tenants monthly. We receive additional returns, percentage returns and rents and our share of the operating profits of our managed hotels after payment of management fees and other deductions either monthly or quarterly. This flow of funds has historically been sufficient for us to pay our operating expenses, debt service interest and distributions to shareholders. We believe that our operating cash flow will be sufficient to meet our operating expenses, interest and distribution payments for the currently foreseeable future.

We maintain our status as a REIT under the Internal Revenue Code by meeting certain requirements. As a REIT, we do not expect to pay federal income taxes on the majority of our income. Federal legislation, known as the REIT Modernization Act, among other things, allows a REIT to lease hotels to a TRS if the hotel is managed by an independent third party. The income realized by our TRSs in excess of the rent they pay to us is subject to income tax at corporate tax rates. The income we receive from our hotels in Canada and Puerto Rico is subject to taxes in those jurisdictions and we are subject to taxes in certain states where we have properties.

Our Investment and Financing Liquidity and Capital Resources

Various percentages of total sales at most of our hotels are escrowed as FF&E reserves to fund future capital improvements. During the six months ended June 30, 2010, our hotel managers and hotel tenants contributed $28,008 to these accounts and $28,562 was spent from the FF&E reserve escrow accounts and from separate payments by us to renovate and refurbish our hotels. As of June 30, 2010, there was $41,526 on deposit in these escrow accounts, which was held directly by us and is reflected on our condensed consolidated balance sheets as restricted cash.

Our hotel operating agreements generally provide that, if necessary, we may provide our managers and tenants with funding for capital improvements to our hotels in excess of amounts otherwise available in escrowed FF&E reserves. To the extent we make such additional fundings, our annual minimum returns or minimum rents generally increase by a percentage of the amount we fund. During the six months ended June 30, 2010, we funded $16,997 for capital improvements in excess of FF&E reserve fundings available from hotel operations to our hotels included in our four Marriott portfolio agreements using existing cash balances. We currently expect to fund up to an additional approximately $86,233 during the remainder of 2010, using funds from our existing cash balances or borrowings under our revolving credit facility. As we fund these improvements, the minimum rents and returns payable to us will increase.

In November 2008, we were notified by Host that it will not exercise its renewal option at the end of the current lease term for 18 hotels which we have historically referred to as our Marriott No. 2 contract. Upon expiration of the agreement on December 31, 2010, we will be required to return the $17,220 security deposit to Host. Although Host has not notified us of its intentions, it did disclose in a recent filing with the SEC its intent not to exercise its renewal option at the end of the current lease term for 53 hotels which we have historically referred to as our Marriott No. 1 contract. If Host elects not to renew the lease, upon expiration of the agreement on December 31, 2012, we will be required to return the $50,540 security deposit to Host. We expect to fund the return of the security deposits using existing cash balances or borrowings under our revolving credit facility.

Our travel center leases with TA do not require FF&E escrow deposits. However, TA is required to maintain the leased travel centers, including structural and non-structural components. In May 2008, we entered into an amendment to our

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

lease with TA for 145 travel centers. The historical lease provided for our purchase from TA a total of $125,000 of specified capital improvements to the leased travel centers during the first five years of the lease term, and that these purchases were limited to $25,000 per year. The amendment provided that TA may accelerate our purchase of the specified capital improvements. In the event that TA sells us capital improvements before the time contractually required by the original lease terms, our purchase commitment amount is discounted to reflect the accelerated disbursement of funds by us according to a present value formula established in the amended lease. During the six months ended June 30, 2010, we purchased $3,489 of additional improvements; as of June 30, 2010, we have funded $114,348 and our remaining purchase commitment under this lease is $3,603. Under both our leases with TA, TA may request that we fund additional amounts for capital improvements to the leased facilities in return for annual minimum rent increases; we made no fundings under these lease provisions during the six months ended June 30, 2010.

On February 22, 2010 and May 24, 2010, we paid a $0.45 per share distribution to our common shareholders. We funded this distribution using existing cash balances and borrowings under our revolving credit facility. On July 15, 2010, we declared a $0.45 per share distribution to our common shareholders of record on July 30, 2010. We expect to pay this amount on or about August 24, 2010, using existing cash balances and borrowings under our revolving credit facility.

During the second quarter of 2010, we repurchased an aggregate of $185,696 of our 3.8% convertible senior notes at a total cost of $185,626, excluding accrued interest, and recognized a $6,720 non-cash loss on extinguishment of debt, including unamortized discount and issuance costs. We made these purchases using existing cash balances and borrowings under our revolving credit facility.

On July 15, 2010, we redeemed at par plus accrued interest $50,000 of our 9.125% senior notes using borrowings under our revolving credit facility.

In order to fund capital improvements to our properties and acquisitions and to meet cash needs that may result from timing differences between our receipt of returns and rents and our desire or need to make distributions or pay operating expenses, we maintain a revolving credit facility with a group of institutional lenders. The maturity date of our revolving credit facility is October 24, 2010, and we have the option to extend the facility for one additional year upon payment of a fee, provided certain conditions are met. The annual interest rate payable for drawn amounts under the facility is LIBOR plus a spread and was 0.9% as of June 30, 2010. Borrowings under the revolving credit facility can be up to $750,000. Borrowings under our revolving credit facility are unsecured. Funds may be drawn, repaid and redrawn until maturity, and no principal repayment is due until maturity. As of June 30, 2010, we had $38,000 outstanding under our revolving credit facility. We continue to monitor market conditions for comparable revolving credit facilities, and to date our Board of Trustees has not made a decision to either pursue a new or amended revolving credit facility or exercise our one year extension option.

At June 30, 2010, we had $3,754 of cash and cash equivalents and $712,000 available from our revolving credit facility. We expect to use existing cash balances, the cash flow from our operations, borrowings under our revolving credit facility and net proceeds of offerings of equity or debt securities to fund future debt maturities, property acquisitions and other general business purposes.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Our term debt maturities (other than our revolving credit facility) as of June 30, 2010 were as follows: $50,000 in 2010 (redeemed on July 15, 2010), $100,829 in 2012, $287,000 in 2013, $300,000 in 2014, $280,000 in 2015, $275,000 in 2016, $300,000 in 2017, $350,000 in 2018, and $79,054 in 2027. Our $79,054 of 3.8% convertible senior notes due 2027 are convertible if certain conditions are met (including certain changes in control) into cash equal to the principal amount of the notes and, to the extent the market price of our common shares exceeds the exchange price of $50.50 per share, subject to adjustment, either cash or our common shares at our option with a value based on such excess amount. Holders of our convertible senior notes may require us to repurchase all or a portion of the notes on March 20, 2012, March 15, 2017 and March 15, 2022, or upon the occurrence of certain change in control events.

As of June 30, 2010, we had one mortgage note with a current principal balance of $3,429 that we assumed in connection with our acquisition of one hotel. This mortgage note requires monthly payments of principal and interest of $32 and is expected to have a principal balance of $3,326 at maturity in 2011. None of our other debt obligations require principal or sinking fund payments prior to their maturity dates.

When amounts are outstanding under our revolving credit facility and as the maturity dates of our revolving credit facility and term debts approach, we will explore alternatives for the repayment of amounts due. Such alternatives in the short term and long term may include incurring additional debt and issuing new equity securities. We have an effective shelf registration statement that allows us to issue public securities on an expedited basis, but it does not assure that there will be buyers for such securities.

Although recent capital market conditions have improved, the availability and cost of credit continue to be volatile, and credit availability for companies in the hotel and hospitality industry remains tight. If we are able to renew our revolving credit facility, one or more financial institutions which now participate may choose not to participate in the renewal, we may be unable to find replacement lenders and our access to borrowing under the renewed facility could be reduced. We cannot provide assurance that we will be able to renew our revolving credit facility or that, if renewed, we will be able to maintain its current size.

While we believe we will have access to various types of financings, including debt or equity, to fund our future acquisitions and to pay our debts and other obligations, there can be no assurance that we will be able to complete any debt or equity offerings or that our cost of any future public or private financings will be reasonable. Also, the current market conditions have led to increased credit spreads which, if they continue, may result in increased interest costs when we renew our revolving credit facility or refinance our other debts. These interest cost increases could have a material and adverse impact on our results of operations and financial condition.

Debt Covenants

Our debt obligations at June 30, 2010, consist of our revolving credit facility, $2,021,883 of unsecured term debt and convertible notes and our $3,429 mortgage note. Our unsecured term debt and convertible notes are governed by an indenture. This indenture and related supplements and our revolving credit facility agreement contain a number of financial ratio covenants which generally restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts, require us to maintain a minimum net worth, restrict our ability to make distributions under certain circumstances and require us to maintain various financial ratios. As of June 30, 2010, we believe we were in compliance with all of our covenants under our indenture and its supplements and our revolving credit facility agreement.

Neither our indenture and its supplements nor our revolving credit facility agreement contains provisions for acceleration which could be triggered by our debt ratings. However, under our revolving credit facility agreement, our senior debt ratings are used to determine the fees and interest rate we pay. Accordingly, if our credit ratings are downgraded, our interest expense and related costs under our revolving credit facility would increase.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Our public debt indenture and its supplements contain cross default provisions to any other debts of $20,000 or more. Similarly, our revolving credit facility agreement has cross default provisions to other indebtedness that is recourse of $25,000 or more and indebtedness that is non-recourse of $75,000 or more.

Management Agreements, Leases and Operating Statistics (dollar amounts in thousands)

As of June 30, 2010, we owned 289 hotels and 185 travel centers which are grouped into 13 operating agreements. Our hotels are managed by or leased to separate affiliates of hotel operating companies including InterContinental, Marriott, Host, Crestline, Hyatt, and Carlson, under 11 agreements. Our 185 travel centers are leased to and operated by TA under two agreements.

The tables on the following pages summarize the key terms of our leases and management agreements as of June 30, 2010, and include statistics reported to us or derived from information reported to us by our managers and tenants. These statistics include coverage of our minimum returns or minimum rents and occupancy, ADR, and revenue per day per available room, or RevPAR, for our hotel properties. We consider these statistics, and the management agreement or lease security features also presented in the tables on the following pages, to be important measures of our managers’ and tenants’ success in operating our properties and their ability to continue to pay us. However, none of this third party reported information is a direct measure of our financial performance and none of it has been independently verified by us.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Property Brand:	Courtyard by Marriott ®	Residence Inn by Marriott ®	Marriott ® / Residence Inn by Marriott ® / Courtyard by Marriott ® / TownePlace Suites by Marriott ® / SpringHill Suites by Marriott ®	Residence Inn by Marriott ® / Courtyard by Marriott ® / TownePlace Suites by Marriott ® / SpringHill Suites by Marriott ®	Marriott ®	Staybridge Suites ®	Candlewood Suites ®
Agreement Reference Name:	Marriott (no. 1)	Marriott (no. 2)	Marriott (no. 3)	Marriott (no. 4)	Marriott (no. 5)	InterContinental (no. 1)	InterContinental (no. 2)

Number of Properties:	53	18	34	19	1	31	76

Number of Rooms / Suites:	7,610	2,178	5,020	2,756	356	3,844	9,220

Number of States:	24	14	14	14	1	16	29

Tenant:	Subsidiary of Host Subleased to Subsidiary of Crestline. (1)	Subsidiary of Host Subleased to Subsidiary of Crestline. (1)	Our TRS.	Subsidiary of Crestline.	Subsidiary of Marriott.	Our TRS.	Our TRS.

Manager:	Subsidiary of Marriott.	Subsidiary of Marriott.	Subsidiaries of Marriott.	Subsidiaries of Marriott.	Subsidiary of Marriott.	Subsidiary of InterContinental.	Subsidiary of InterContinental.

Investment (000s) (2) :	$606,207	$220,667	$427,543	$274,222	$90,078	$436,708	$589,280

Security Deposit (000s):	$50,540	$17,220	$18,115 (3)	$14,357 (4)	—	$36,872 (5)	—

End of Current Term:	2012	2010	2019	2015	2019	2031	2028

Renewal Options (6) :	3 for 12 years each (7)	(8)	2 for 15 years each.	2 for 10 years each.	4 for 15 years each.	2 for 12.5 years each.	2 for 15 years each.
Annual Minimum Return / Minimum Rent (000s) (9) :	$60,483	$22,048	$44,199	$28,509	$9,350	$37,882	$50,000

Additional Return:	—	—	$711 (10)	—	—	—	$10,000 (10)

Percentage Return / Rent (11) :	5.0% of revenues above 1994/95 revenues.	7.5% of revenues above 1996 revenues.	7.0% of revenues above 2000/01 revenues.	7.0% of revenues above 1999/2000 revenues.	CPI based calculation.	7.5% of revenues above 2004/06/08 revenues.	7.5% of revenues above 2006 revenues.
Return / Rent Coverage (12) :
Year ended 12/31/09:	0.88x	0.72x	0.69x	0.68x	-0.07x	0.75x	0.72x
Twelve months ended 6/30/10:	0.84x	0.70x	0.64x	0.67x	-0.08x	0.74x	0.65x
Three months ended 6/30/10:	1.00x	0.78x	0.78x	0.76x	0.06x	0.88x	0.82x

Other Security Features:	HPT controlled lockbox with minimum balance maintenance requirement; tenant minimum net worth requirement.	HPT controlled lockbox with minimum balance maintenance requirement; tenant minimum net worth requirement.	—	Tenant minimum net worth requirement.	Marriott guarantee.	Limited guarantee provided by InterContinental; parent minimum net worth requirement.	Limited guarantee provided by InterContinental; parent minimum net worth requirement.

(1)	In July 2010, we were notified that the subleases between Host Hotels & Resorts and subsidiaries of Barceló Crestline had been terminated as a result of the failure of the Barceló Crestline subsidiaries to meet their contractual net worth requirements to us. The terms of our leases with Host for these hotels, including the annual minimum rent payable to us under the leases, did not change as a result of the sublease terminations.
(2)	Amounts exclude expenditures made from FF&E reserves funded from hotel operations, but include amounts funded by us separately.
(3)	The original amount of this security deposit was $36,203. As of June 30, 2010, we have applied $18,088 of the security deposit to cover deficiencies in the minimum rent paid by Marriott for this agreement. An additional $497 was applied in July and August 2010 to cover additional deficiencies in the minimum rent. As of August 8, 2010, the balance of this security deposit is $17,618.
(4)	The original amount of this security deposit was $28,508. As of June 30, 2010, we have applied $14,151 of the security deposit to cover deficiencies in the minimum rent paid by Crestline for this agreement. An additional $875 was applied in July and August 2010 to cover additional deficiencies in the minimum rent and late charges. As of August 8, 2010, the balance of this security deposit is $13,482.
(5)	In addition to the limited guarantee, a single $36,872 deposit secures InterContinental’s obligations under the InterContinental No. 1, No. 3 and No. 4 portfolios.
(6)	Renewal options may be exercised by the manager or tenant for all, but not less than all, of the properties within each combination of properties.
(7)	Although the tenant has not notified us of its intentions, it did disclose in a SEC filing its intent not to exercise its renewal option at the end of the current lease term. Under the terms of the lease, the tenant is required to provide us written notice of its renewal election no later than December 31, 2010. If the tenant elects not to renew the lease, upon expiration of the agreement on December 31, 2012, we expect to return the $50,540 security deposit to Host, to lease these hotels to one of our TRSs and to continue the existing hotel brand and management agreements with Marriott.
(8)	In November of 2008, we were notified by this tenant that it will not exercise its renewal option at the end of the current lease term. Upon expiration of the agreement on December 31, 2010, we expect to return the $17,220 security deposit to Host, to lease the hotels to one of our TRSs and to continue the existing hotel brand and management agreements with Marriott.
(9)	Each management agreement or lease provides for payment to us of an annual minimum return or minimum rent, respectively. Management fees are generally subordinated to these minimum payment amounts and certain minimum payments are subject to full or limited guarantees.
(10)	These agreements provide for annual additional return payments to us of the amounts stated to the extent of available cash flow after payment of operating costs, funding of the FF&E reserve, payment of our minimum return and payment of certain management fees. These amounts are not guaranteed or secured by deposits.
(11)	Certain of our management agreements and leases provide for payment to us of a percentage of increases in total sales over base year levels. Percentage returns under our management agreements are payable to us only to the extent of available cash flow, as defined in the agreements. The payment of percentage rent under our leases is not subject to available cash flow.
(12)	We define coverage as total property sales minus all property level expenses which are not subordinated to minimum payments to us and the required FF&E reserve contributions (which data is provided to us by our operators or tenants), divided by the minimum returns or minimum rent payments due to us.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Property Brand:

InterContinental ® / Crowne
Plaza ® / Holiday Inn ® /
Staybridge Suites ®

Crowne Plaza ® /
Staybridge Suites ®

Hyatt Place ®

Radisson ® Hotels &
Resorts/ Park Plaza ®
Hotels & Resorts/
Country Inns & Suites ®

TravelCenters of
America ®

Petro Stopping
Centers ®

Total/
Range/
Average
(all investments)

Agreement Reference Name:

InterContinental (no. 3)

InterContinental (no. 4)

Hyatt

Carlson

TA (no. 1)

TA (no. 2)

Number of Properties:

14 (1)

10 (2)

145

474

Number of Rooms / Suites:

4,139

2,937

2,724

2,096

— (3)

—

42,880 (3)

Number of States:

7 plus Ontario and Puerto Rico

44 plus Ontario and Puerto Rico

Tenant:

Our TRS and a subsidiary of InterContinental.

Our TRS.

Subsidiary of TA.

Manager:

Subsidiaries of InterContinental.

Subsidiary of Hyatt.

Subsidiary of Carlson.

TA.

Investment (000s) (4) :

$512,373

$254,876

$301,942

$202,251

$1,844,309

$705,506

$6,465,962

Security Deposit (000s):

$36,872 (5)

—

$137,104

End of Current Term:

2029

2030

2022

2024

2010-2031 (average 16 years)

Renewal Options (6) :

2 for 15 years each.

—

2 for 15 years each.

Annual Minimum Return / Minimum Rent (000s) (7) :

$44,258

$21,541

$22,037

$12,920

$170,082 (8)(9)

$66,177 (8)

$589,486

Additional Return:

$3,458 (10)

$1,750 (10)

50% of cash flow in excess of minimum return. (11)

—

$15,919

Percentage Return / Rent (12) :

7.5% of revenues above 2006/07 revenues.

7.5% of revenues above 2007 revenues.

—

3% of non-fuel revenues and .3% of fuel revenues above 2011 revenues.

3% of non-fuel revenues and .3% of fuel revenues above 2012 revenues.

Return / Rent Coverage (13)(14) :

Year ended 12/31/09:

0.68x

0.40x

0.72x

0.66x

1.12x

1.05x

-0.07x – 1.12x

Twelve months ended 6/30/10:

0.60x

0.39x

0.70x

0.61x

1.14x

0.97x

-0.08x – 1.14x

Three months ended 6/30/10:

0.89x

0.47x

0.83x

0.60x

1.55x

1.37x

0.06x – 1.55x

Other Security Features:

Limited guarantee provided by InterContinental; parent minimum net worth requirement.

Limited guarantee provided by Hyatt; parent minimum net worth requirement.

Limited guarantee provided by Carlson; parent minimum net worth requirement.

TA parent guarantee.

(1)	A decision has been made to pursue the sale of two hotels included in this operating agreement: the Crowne Plaza® hotel in Hilton Head, SC and the Holiday Inn® hotel in Memphis, TN. Information provided in this table includes these hotels.
(2)	A decision has been made to pursue the sale of two hotels included in this operating agreement: the Crowne Plaza® and the Staybridge Suites® hotels in Dallas, TX. Information provided in this table includes these hotels.
(3)	Eighteen (18) of our TA properties include a hotel. The rooms associated with these hotels have been excluded from total hotel rooms.
(4)	Represents historical cost of properties plus capital improvements funded by us and excludes impairment writedowns and capital improvements made from FF&E reserves funded from hotel operations.
(5)	In addition to the limited guarantee, a single $36,872 deposit secures InterContinental’s obligations under the InterContinental No. 1, No. 3 and No. 4 portfolios.
(6)	Renewal options may be exercised by the manager or tenant for all, but not less than all, of the properties within each combination of properties.
(7)	Each management agreement or lease provides for payment to us of an annual minimum return or minimum rent, respectively. Management fees are generally subordinated to these minimum payment amounts and certain minimum payments are subject to full or limited guarantees.
(8)	Effective July 1, 2008, we entered a rent deferral arrangement with TA which provides TA the option to defer payments of up to $5,000/month of rent under the two leases for the period from July 1, 2008 until December 31, 2010. For the three and six months ended June 30, 2010, TA deferred $15,000 and $30,000 in rents, respectively. TA rents presented in this report represent their contractual obligations and do not reflect any rent deferral or interest on deferred rents.
(9)	The amount of minimum rent payable to us by TA is scheduled to increase to $174,725 and $179,792 in February 2011 and February 2012, respectively, without taking any rent deferral into consideration.
(10)	These agreements provide for annual additional return payment to us of the amounts stated to the extent of available cash flow after payment of operating costs, funding of the FF&E reserve, payment of our minimum return and payment of certain management fees. These amounts are not guaranteed or secured by deposits.
(11)	These agreements provide for payment to us of 50% of available cash flow after payment of operating costs, funding the FF&E reserve, payment of our minimum return and reimbursement to the managers of working capital and guaranty advances, if any.
(12)	Certain of our management agreements and leases provide for payment to us of a percentage of increases in total sales over base year levels. Percentage returns under our management agreements are payable to us only to the extent of available cash flow, as defined in the agreements. The payment of percentage rent under our leases is not subject to available cash flow.
(13)	We define coverage as total property sales minus all property level expenses which are not subordinated to minimum payments to us and the required FF&E reserve contributions (which data is provided to us by our operators or tenants), divided by the minimum return or minimum rent payments due to us.
(14)	TA rent coverage ratios were calculated based upon the contractual rent amounts and do not reflect the effect of any rent deferral.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

The following tables summarize the hotel operating statistics, including ADR, occupancy and RevPAR reported to us by our hotel operators by management agreement or lease for the periods indicated. We have not independently verified this data.

	No. of	No. of Rooms	Second Quarter (1)					Year to Date (1)
Management/Lease Agreement	Hotels	/Suites	2010		2009		Change	2010		2009		Change
ADR
InterContinental (no. 1)	31	3,844	$	94.57	$	102.30	-7.6%	$	95.67	$	105.05	-8.9%
InterContinental (no. 2)	76	9,220	57.19		63.77		-10.3%	57.93		65.58		-11.7%
InterContinental (no. 3) (2)	14	4,139	120.59		123.88		-2.7%	119.68		127.01		-5.8%
InterContinental (no. 4) (3)	10	2,937	89.19		94.42		-5.5%	89.74		97.39		-7.9%
Marriott (no. 1)	53	7,610	104.85		107.94		-2.9%	105.20		112.41		-6.4%
Marriott (no. 2)	18	2,178	103.52		105.52		-1.9%	102.33		106.97		-4.3%
Marriott (no. 3)	34	5,020	96.20		100.59		-4.4%	95.46		102.28		-6.7%
Marriott (no. 4)	19	2,756	98.43		101.55		-3.1%	101.39		108.52		-6.6%
Marriott (no. 5)	1	356	171.38		194.67		-12.0%	180.83		204.58		-11.6%
Hyatt	22	2,724	85.03		90.89		-6.4%	84.30		94.20		-10.5%
Carlson	11	2,096	83.12		84.38		-1.5%	84.44		90.08		-6.3%
Total/Average	289	42,880	$	90.50	$	95.89	-5.6%	$	91.05	$	98.98	-8.0%

OCCUPANCY
InterContinental (no. 1)	31	3,844	81.8%		71.8%		10.0 Pts	76.1%		67.7%		8.4 Pts
InterContinental (no. 2)	76	9,220	75.3%		64.7%		10.6 Pts	69.5%		62.6%		6.9 Pts
InterContinental (no. 3) (2)	14	4,139	79.6%		73.7%		5.9 Pts	74.7%		70.5%		4.2 Pts
InterContinental (no. 4) (3)	10	2,937	70.9%		63.9%		7.0 Pts	67.7%		61.8%		5.9 Pts
Marriott (no. 1)	53	7,610	66.3%		61.5%		4.8 Pts	62.1%		57.7%		4.4 Pts
Marriott (no. 2)	18	2,178	75.6%		71.9%		3.7 Pts	71.8%		67.0%		4.8 Pts
Marriott (no. 3)	34	5,020	67.4%		66.1%		1.3 Pts	63.7%		61.8%		1.9 Pts
Marriott (no. 4)	19	2,756	69.7%		65.0%		4.7 Pts	66.8%		63.0%		3.8 Pts
Marriott (no. 5)	1	356	86.5%		68.6%		17.9 Pts	80.6%		71.0%		9.6 Pts
Hyatt	22	2,724	80.9%		69.1%		11.8 Pts	77.2%		64.9%		12.3 Pts
Carlson	11	2,096	59.5%		55.5%		4.0 Pts	58.8%		55.9%		2.9 Pts
Total/Average	289	42,880	72.9%		66.1%		6.8 Pts	68.6%		63.0%		5.6 Pts

RevPAR
InterContinental (no. 1)	31	3,844	$	77.36	$	73.45	5.3%	$	72.80	$	71.12	2.4%
InterContinental (no. 2)	76	9,220	43.06		41.26		4.4%	40.26		41.05		-1.9%
InterContinental (no. 3) (2)	14	4,139	95.99		91.30		5.1%	89.40		89.54		-0.2%
InterContinental (no. 4) (3)	10	2,937	63.24		60.33		4.8%	60.75		60.19		0.9%
Marriott (no. 1)	53	7,610	69.52		66.38		4.7%	65.33		64.86		0.7%
Marriott (no. 2)	18	2,178	78.26		75.87		3.2%	73.47		71.67		2.5%
Marriott (no. 3)	34	5,020	64.84		66.49		-2.5%	60.81		63.21		-3.8%
Marriott (no. 4)	19	2,756	68.61		66.01		3.9%	67.73		68.37		-0.9%
Marriott (no. 5)	1	356	148.24		133.54		11.0%	145.75		145.25		0.3%
Hyatt	22	2,724	68.79		62.80		9.5%	65.08		61.14		6.4%
Carlson	11	2,096	49.46		46.83		5.6%	49.65		50.35		-1.4%
Total/Average	289	42,880	$	65.97	$	63.38	4.1%	$	62.46	$	62.36	0.2%

(1)	Includes data for the calendar periods indicated, except for our Marriott ® branded hotels, which include data for comparable fiscal periods.
(2)	A decision has been made to pursue the sale of two hotels included in this operating agreement: the Crowne Plaza® hotel in Hilton Head, SC and the Holiday Inn® hotel in Memphis, TN. Information provided in this table includes these hotels.
(3)	A decision has been made to pursue the sale of two hotels included in this operating agreement: the Crowne Plaza® and the Staybridge Suites® hotels in Dallas, TX. Information provided in this table includes these hotels.

HOSPITALITY PROPERTIES TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Seasonality

Our hotels and travel centers have historically experienced seasonal differences typical of their industries with higher revenues in the second and third quarters of calendar years compared with the first and fourth quarters. This seasonality is not expected to cause material fluctuations in our income or cash flow because our contractual management agreements and leases require our managers and tenants to make the substantial portion of our return payments and rents to us in equal amounts throughout a year. Seasonality may affect our hotel operating revenues, but we do not expect seasonal variations to have a material impact upon our financial results of operations or upon our managers’ or tenants’ ability to meet their contractual obligations to us.

Related Person Transactions

As noted above, TA is our largest tenant. TA is our former subsidiary and we are its largest shareholder. RMR provides management services to both us and TA. We lease our 185 travel centers to TA under two lease agreements, which we refer to as our TA No. 1 and TA No. 2 agreements. See the table on page 28 for more information about the terms of these agreements. We recognized rental income of $47,365 and $93,937 for the three and six months ended June 30, 2010, respectively, and $42,550 and $84,749 for the three and six months ended June 30, 2009, respectively, under our lease agreements with TA.

We have no employees. Instead, services that might be provided to us by employees are provided to us by RMR. RMR provides both business and property management services to us under a business management agreement and a property management agreement, each as amended in January 2010. In connection with these agreements with RMR, we recognized expenses of $8,258 and $16,408, and $8,219 and $16,307 for the three and six months ended June 30, 2010 and 2009, respectively. These amounts are included in general and administrative expenses in our condensed consolidated financial statements.

As of June 30, 2010, we have invested approximately $5,177 in Affiliates Insurance, an Indiana licensed insurance company organized by RMR and other companies to which RMR provides management services. We own 14.29% of Affiliates Insurance. All of our trustees are also directors of Affiliates Insurance and RMR provides certain management services to Affiliates Insurance. During the three and six months ended June 30, 2010, we recognized a loss of $24 and $52, respectively, related to this investment. In June 2010, we, RMR and other companies to which RMR provides management services purchased property insurance pursuant to an insurance program arranged by Affiliates Insurance. Our annual premiums for this property insurance are expected to be approximately $4,816. We are currently investigating the possibilities to expand our insurance relationships with Affiliates Insurance.

Item 3. Quantitative and Qualitative Disclosures About Market Risk (dollar amounts in thousands)

We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Our strategy to manage exposure to changes in interest rates is unchanged from December 31, 2009. Other than as described below, we do not foresee any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.

As of June 30, 2010, our outstanding publicly tradable debt consisted of eight issues of fixed rate, senior unsecured notes and one issue of fixed rate convertible senior notes:

		Annual	Annual
Principal Balance		Interest Rate	Interest Expense		Maturity		Interest Payments Due
$	50,000	9.125%	$	4,563	2010	(1)	Semi-Annually
100,829		6.850%	6,907		2012		Semi-Annually
287,000		6.750%	19,373		2013		Semi-Annually
300,000		7.875%	23,625		2014		Semi-Annually
280,000		5.125%	14,350		2015		Semi-Annually
275,000		6.300%	17,325		2016		Semi-Annually
300,000		5.625%	16,875		2017		Semi-Annually
350,000		6.700%	23,450		2018		Semi-Annually
79,054		3.800%	3,004		2027	(2)	Semi-Annually
$	2,021,883		$	129,472

(1)

We redeemed these notes at par plus accrued interest on July 15, 2010 using borrowings under our revolving credit facility.

(2)

The convertible senior notes are convertible if certain conditions are met (including certain changes in control) into cash equal to the principal amount of the notes and, to the extent the market price of our common shares exceeds the initial exchange price of $50.50 per share, subject to adjustment, either cash or our common shares at our option with a value based on such excess amount. Holders of our convertible senior notes may require us to repurchase all or a portion of the notes on March 20, 2012, March 15, 2017, and March 15, 2022, or upon the occurrence of certain change in control events prior to March 20, 2012.

Except as described in note 2 to the table above, no principal repayments are due under these notes until maturity. Because these notes bear interest at fixed rates, changes in market interest rates during the term of these debts will not affect our operating results. However, if at maturity these notes were refinanced at interest rates which are 10% higher than the rates shown above, our per annum interest cost would increase by approximately $12,946. Changes in market interest rates also affect the fair value of our debt obligations; increases in market interest rates decrease the fair value of our fixed rate debt while decreases in market interest rates increase the fair value of our fixed rate debt. Based on the balances outstanding at June 30, 2010, and discounted cash flow analyses, a hypothetical immediate 10% change in interest rates would change the fair value of our fixed rate debt obligations by approximately $43,623. Change in the trading price of our common shares may also affect the fair value of our convertible senior notes.

Each of these fixed rate unsecured debt arrangements allows us to make repayments earlier than the stated maturity date. We are generally allowed to make prepayments only at face value plus a premium equal to a make whole amount, as defined, which is generally designed to preserve a stated yield to the note holder. Also, as noted herein, we have recently repurchased and retired some of our outstanding debts and we may do so again in the future. These prepayment rights and our ability to repurchase and retire outstanding debt may afford us opportunities to mitigate the risks of refinancing our debts at their maturities at higher rates by refinancing prior to the contractual maturities.

At June 30, 2010, we had one mortgage note secured by one hotel, with a principal balance of $3,429 and a fixed interest rate of 8.3% that matures on July 1, 2011. This note, which requires monthly principal and interest payments of $32 through maturity pursuant to an amortization schedule, is expected to have a principal balance of $3,326 at maturity and contains a provision that allows us to make repayment at a premium to face value.

Our revolving credit facility bears interest at floating rates and matures in October 2010. We can extend the maturity for one year upon payment of a fee, provided certain conditions are met. At June 30, 2010, we had $38,000 outstanding and $712,000 available to draw under our revolving credit facility. We may make repayments under this agreement at any time without penalty. We borrow in U.S. dollars and borrowings under these agreements are subject to interest at LIBOR plus a spread (0.9% as of June 30, 2010). Accordingly, we are vulnerable to changes in U.S. dollar short term interest rates, specifically LIBOR. A change in interest rates would not affect the value of this floating rate debt but

would affect our operating results. For example, the interest rate payable on our outstanding indebtedness of $38,000 under our revolving credit facility was 0.90% per annum at June 30, 2010. The following table presents the impact a 10% change in interest rates would have on our weighted average floating rate interest expense as of June 30, 2010:

	Impact of Changes in Interest Rates
	Interest Rate Per Year	Outstanding Debt		Total Interest Expense Per Year
At June 30, 2010	0.90%	$	38,000	$	342
10% increase	0.99%	$	38,000	$	376
10% reduction	0.81%	$	38,000	$	308

The foregoing table shows the impact of an immediate change in floating interest rates. If interest rates were to change gradually over time, the impact would be spread over time. Our exposure to fluctuations in floating interest rates will increase or decrease in the future with increases or decreases in the outstanding amount under our revolving credit facility. In addition, upon renewal or refinancing of our revolving credit facility, we are vulnerable to increases in credit spreads due to market conditions.

I tem 4. Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Managing Trustees, President and Chief Operating Officer and Treasurer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Securities Exchange Act of 1934, as amended, Rules13a-15 and 15d-15. Based upon that evaluation, our Managing Trustees, President and Chief Operating Officer and Treasurer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. FORWARD LOOKING STATEMENTS IN THIS REPORT RELATE TO VARIOUS ASPECTS OF OUR BUSINESS, INCLUDING:

· OUR MANAGERS’ OR TENANTS’ ABILITY TO PAY RETURNS OR RENT TO US, INCLUDING THE ABILITY OF MARRIOTT AND CRESTLINE TO PAY THE FULL AMOUNT OF MINIMUM RETURNS OR RENTS DUE TO US IN THE FUTURE AND OUR ABILITY TO APPLY A PORTION OF MARRIOTT’S AND CRESTLINE’S SECURITY DEPOSITS WHICH WE HOLD TO COVER ANY SHORTFALLS;

· OUR ABILITY TO PAY DISTRIBUTIONS IN THE FUTURE AND THE AMOUNTS OF ANY SUCH DISTRIBUTIONS;

· OUR ABILITY TO RAISE DEBT OR EQUITY CAPITAL;

· OUR INTENT TO REFURBISH OR MAKE IMPROVEMENTS TO CERTAIN OF OUR PROPERTIES;

· THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY;

· OUR ABILITY TO RENEW OR REFINANCE OUR REVOLVING CREDIT FACILITY;

· OUR ABILITY TO PAY INTEREST AND DEBT PRINCIPAL;

· OUR POLICIES AND PLANS REGARDING INVESTMENTS AND FINANCINGS;

· OUR TAX STATUS AS A REAL ESTATE INVESTMENT TRUST, OR REIT;

· OUR ABILITY TO PURCHASE ADDITIONAL PROPERTIES;

· OUR PLANS TO PURSUE THE SALE OF FOUR HOTELS;

· OUR EXPECTATION THAT WE WILL BENEFIT FINANCIALLY BY PARTICIPATING IN AFFILIATES INSURANCE, WITH RMR AND OTHER COMPANIES TO WHICH RMR PROVIDES MANAGEMENT SERVICES; AND

· OTHER MATTERS.

OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, FUNDS FROM OPERATIONS, CASH AVAILABLE FOR DISTRIBUTION, CASH FLOWS, LIQUIDITY AND PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO:

· THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR TENANTS;

· ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR MANAGING TRUSTEES, TA, RMR AND THEIR AFFILIATES;

· LIMITATIONS IMPOSED ON OUR BUSINESS AND OUR ABILITY TO SATISFY COMPLEX RULES IN ORDER FOR US TO QUALIFY AS A REIT FOR U.S. FEDERAL INCOME TAX PURPOSES;

· COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS AFFECTING THE REAL ESTATE, HOTEL, TRANSPORTATION AND TRAVEL CENTER INDUSTRIES, ACCOUNTING RULES, TAX RULES AND SIMILAR MATTERS;

· COMPETITION WITHIN THE REAL ESTATE INDUSTRY OR THOSE INDUSTRIES IN WHICH OUR TENANTS OPERATE; AND

· ACTS OF TERRORISM, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MAN MADE OR NATURAL DISASTERS BEYOND OUR CONTROL.

FOR EXAMPLE:

· OUR ABILITY TO MAKE FUTURE DISTRIBUTIONS DEPENDS UPON A NUMBER OF FACTORS INCLUDING OUR FUTURE EARNINGS. OUR ASSUMPTIONS ABOUT CONTINUING PAYMENTS FROM OUR TENANTS AND MANAGERS MAY PROVE INACCURATE, AND OUR TENANTS AND MANAGERS MAY NOT PAY ALL OF THE AMOUNTS DUE TO US. WE MAY BE UNABLE TO MAINTAIN OUR CURRENT RATE OF DISTRIBUTIONS ON OUR COMMON SHARES OR PREFERRED SHARES AND FUTURE DISTRIBUTIONS MAY BE SUSPENDED OR PAID AT A LESSER RATE THAN THE DISTRIBUTIONS WE NOW PAY;

· IF THE AVAILABILITY OF DEBT CAPITAL BECOMES RESTRICTED WE MAY BE UNABLE TO RENEW, REFINANCE OR REPAY OUR REVOLVING CREDIT FACILITY OR OUR OTHER DEBT OBLIGATIONS WHEN THEY BECOME DUE OR ON TERMS WHICH ARE AS FAVORABLE AS WE NOW HAVE;

· THE MARRIOTT AND CRESTLINE SECURITY DEPOSITS WHICH WE HOLD ARE NOT IN SEGREGATED CASH ACCOUNTS OR OTHERWISE SEPARATE FROM OUR OTHER ASSETS AND LIABILITIES. ACCORDINGLY, WHEN WE RECORD INCOME BY REDUCING OUR SECURITY DEPOSIT LIABILITIES, WE DO NOT RECEIVE ANY CASH PAYMENT. BECAUSE WE DO NOT RECEIVE A CASH PAYMENT AND BECAUSE THE AMOUNT OF THE SECURITY DEPOSITS AVAILABLE FOR FUTURE USE IS REDUCED AS WE APPLY SECURITY DEPOSITS TO COVER PAYMENT SHORTFALLS, MARRIOTT’S OR CRESTLINE’S FAILURE TO PAY MINIMUM RETURNS OR RENTS DUE TO US MAY REDUCE OUR CASH FLOWS AND OUR ABILITY TO PAY DISTRIBUTIONS TO SHAREHOLDERS;

· HOTEL ROOM DEMAND IS USUALLY A REFLECTION OF GENERAL ECONOMIC ACTIVITY IN THE COUNTRY. IF HOTEL ROOM DEMAND BECOMES FURTHER DEPRESSED, THE OPERATING RESULTS OF OUR HOTELS MAY DECLINE, THE FINANCIAL RESULTS OF OUR HOTEL OPERATORS AND TENANTS MAY SUFFER AND THESE OPERATORS AND TENANTS MAY BE UNABLE TO PAY OUR RETURNS OR RENTS;

· CONTINUED DEPRESSED HOTEL OPERATING RESULTS MAY RESULT IN THE GUARANTORS OF OUR HOTEL MINIMUM RETURNS OR RENTS BECOMING UNABLE OR UNWILLING TO MEET THEIR OBLIGATIONS OR THEIR GUARANTEES MAY BE EXHAUSTED;

· THE DESCRIPTION OF OUR ARRANGEMENT WITH TA AS A DEFERRAL AGREEMENT MAY IMPLY THAT RENT AMOUNTS WHICH ARE NOT PAID WILL BE LATER PAID. IN FACT, SINCE ITS FORMATION, TA HAS NOT PRODUCED CONSISTENT OPERATING PROFITS. IF THE U.S. ECONOMY DOES NOT IMPROVE FROM CURRENT LEVELS OF COMMERCIAL ACTIVITY IN A REASONABLE TIME PERIOD, IF THE PRICE OF DIESEL FUEL INCREASES SIGNIFICANTLY OR FOR VARIOUS OTHER REASONS, TA MAY BECOME UNABLE TO PAY THE DEFERRED RENTS DUE TO US;

· THE CURRENT DEPRESSED LEVELS OF U.S. TRUCKING ACTIVITY MAY CONTINUE FOR LONGER OR BECOME WORSE THAN WE NOW ANTICIPATE. SUCH CIRCUMSTANCES MAY FURTHER REDUCE THE DEMAND FOR GOODS AND SERVICES SOLD BY TA, OUR TRAVEL CENTERS TENANT, AND FURTHER REDUCE TA’S ABILITY TO GENERATE THE CASH FLOWS NECESSARY TO PAY OUR RENTS;

· THE PRICE WHICH TA MUST PAY TO PURCHASE DIESEL FUEL AND OTHER PRODUCTS WHICH IT SELLS MAY MATERIALLY INCREASE, AND THESE PRICE INCREASES MAY INCREASE TA’S WORKING CAPITAL REQUIREMENTS MORE THAN CURRENTLY EXPECTED AND REDUCE TA’S ABILITY TO PAY OUR RENTS;

· FUEL CONSERVATION EFFORTS, AN EXTENDED PERIOD OF LIMITED ACTIVITY IN THE HOUSING DEVELOPMENT INDUSTRY OR A SIGNIFICANT AND PROLONGED DECLINE IN THE IMPORT INTO THE U.S. OF CONSUMER GOODS, MAY EACH AFFECT THE DEMAND FOR TA’S GOODS AND SERVICES AND TA’S ABILITY TO PAY RENTS TO US, INCLUDING DEFERRED AMOUNTS DUE TO US;

· OUR PARTICIPATION IN AFFILIATES INSURANCE INVOLVES POTENTIAL FINANCIAL RISKS AND REWARDS TYPICAL OF ANY START UP BUSINESS VENTURE AS WELL AS OTHER FINANCIAL RISKS AND REWARDS SPECIFIC TO INSURANCE COMPANIES. ACCORDINGLY, OUR EXPECTED FINANCIAL BENEFITS FROM OUR INITIAL OR FUTURE INVESTMENTS IN AFFILIATES INSURANCE MAY BE DELAYED OR MAY NOT OCCUR;

· WE MAY BE UNABLE TO IDENTIFY PROPERTIES THAT WE WANT TO ACQUIRE OR TO NEGOTIATE ACCEPTABLE PURCHASE PRICES, ACQUISITION FINANCING TERMS, MANAGEMENT AGREEMENTS OR LEASE TERMS FOR NEW PROPERTIES; AND

· WE HAVE REDUCED THE CARRYING VALUE OF THREE HOTELS WE PLAN TO SELL TO THEIR ESTIMATED NET REALIZABLE VALUES LESS COSTS TO SELL. IN FACT, WE MAY BE UNABLE TO SELL ANY OF THE HOTELS WE PLAN TO SELL OR MAY SELL THE HOTELS AT AN AMOUNT THAT IS LESS THAN THEIR ADJUSTED CARRYING VALUES.

THESE RESULTS COULD OCCUR DUE TO MANY DIFFERENT CIRCUMSTANCES, SOME OF WHICH ARE BEYOND OUR CONTROL, SUCH AS NATURAL DISASTERS OR CHANGES IN OUR MANAGERS’ OR TENANTS’ REVENUES OR COSTS, OR CHANGES IN CAPITAL MARKETS OR THE ECONOMY GENERALLY.

THE INFORMATION CONTAINED ELSEWHERE IN OUR 2009 ANNUAL REPORT AND SUBSEQUENT DOCUMENTS FILED WITH THE SEC IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS. ALSO, OTHER IMPORTANT FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN OUR FORWARD LOOKING STATEMENTS ARE DESCRIBED MORE FULLY UNDER “RISK FACTORS” IN THIS REPORT AND IN OUR 2009 ANNUAL REPORT.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

STATEMENT CONCERNING LIMITED LIABILITY

THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING HOSPITALITY PROPERTIES TRUST, DATED AUGUST 21, 1995, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HOSPITALITY PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HOSPITALITY PROPERTIES TRUST. ALL PERSONS DEALING WITH HOSPITALITY PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HOSPITALITY PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

PART II Other Information

Item 1A. Risk Factors

Risk Factors

Our business faces many risks, a number of which are described under “Risk Factors” in Part I of our 2009 Annual Report and below. The risks so described may not be the only risks we face. Additional risks of which we are not yet aware, or that we currently believe are immaterial, may also impair our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our 2009 Annual Report or described below occurs, our business, financial condition or results of operations could suffer and the trading price of our debt or equity securities could decline. Investors and prospective investors should consider the risks described in our 2009 Annual Report and below and the information contained in this quarterly report under the heading “Warning Concerning Forward Looking Statements” before deciding whether to invest in our securities.

Certain Managers and Tenants have failed to pay the full amounts due to us and the security deposits applied will not provide cash flow to us.

During the six months ended June 30, 2010, all payments due to us under our hotel leases and management contracts were paid when due except for certain payments from Marriott and Crestline.

During the six months ended June 30, 2010, the payments we received under our management contract with Marriott for 34 hotels that requires minimum annual payments to us of approximately $44.2 million (which we have historically referred to as our Marriott No. 3 contract) and under our lease with Crestline for 19 hotels managed by Marriott that requires minimum annual rent payments to us of approximately $28.5 million (which we have historically referred to as our Marriott No. 4 contract) were $8.9 million and $5.6 million, respectively, less than the minimum amounts contractually required. We applied the available security deposits to cover these deficiencies. Also, during the period between June 30, 2010 and August 8, 2010, we received payments for the Marriott No. 3 and Marriott No. 4 contracts which were less than the contractual minimums required by $0.5 million and $0.9 million, respectively, and we applied the security deposits we hold to cover these amounts. At August 8, 2010, the remaining balances of the security deposits which we hold for the Marriott No. 3 and Marriott No. 4 contracts were $17.6 million and $13.5 million, respectively.

Other than applying the security deposits to pay the differences between the net cash flows received from operations of these hotels and the contractual minimum payments, we have not yet determined what additional actions, if any, we may take as a result of these defaults. When we reduce the amounts of the security deposits we hold for these agreements or any other operating agreements for future payment deficiencies, we record income equal to the amounts so applied, but it will not result in cash flow to us of these amounts.

We may experience losses from our business dealings with Affiliates Insurance.

We have invested approximately $5.2 million in Affiliates Insurance, we have purchased property insurance for some of our hotels in a program designed by Affiliates Insurance and we are currently investigating the possibilities to expand our insurance relationships with Affiliates Insurance to other types of insurance. Our principal reasons for investing in Affiliates Insurance and in purchasing insurance in these programs is to improve our financial results by obtaining improved insurance coverages at lower costs than may be otherwise available to us and/or by participating in the profits which we may realize as an owner of Affiliates Insurance. These beneficial financial results may not occur. Affiliates Insurance’s business involves the risks typical of a start up business as well as the risks specific to insurance businesses. For example, if risks insured by Affiliates Insurance occur, Affiliates Insurance may incur losses; and these risks of insurance underwriting losses may be especially likely to occur in Affiliates Insurance’s early years of operation. Also, because of the insurance amounts we and other shareholders and customers of Affiliates Insurance may require are large, Affiliates Insurance will generally design insurance programs which require participation by other, third party insurers as well as re-insurance by other insurers of certain risks underwritten by Affiliates Insurance. Such third party participation in these insurance programs is expected to be available only on market clearing terms which may limit the profits which Affiliates can achieve and the insurance cost savings we may realize. Accordingly, our anticipated

financial benefits from our business dealings with Affiliates Insurance may be delayed or not be achieved and we may experience losses from these dealings.

Item 6. Exhibits

	10.1		Amended and Restated Credit Agreement, dated as of May 23, 2005, among the Company, Wachovia Bank, National Association, as Agent, and the additional agents, arrangers and financial institutions initially a signatory thereto. (Filed herewith.)
	10.2		Transaction Agreement, dated as of January 29, 2007, among the Company, TravelCenters of America LLC, HPT TA Properties Trust, HPT TA Properties LLC, HPT TA Merger Sub Inc. and Reit Management & Research LLC. (Filed herewith.)
	10.3		Lease Agreement, dated as of January 31, 2007, among HPT TA Properties Trust, HPT TA Properties LLC and TA Leasing LLC. (Filed herewith.)
	10.4		Lease Agreement, dated as of May 30, 2007, among HPT PSC Properties Trust and HPT PSC Properties LLC, as Landlord, and Petro Stopping Centers, L.P., as Tenant. (Filed herewith.)
	10.5		First Amendment to Lease Agreement, dated as of March 17, 2008, among HPT PSC Properties Trust, HPT PSC Properties LLC and Petro Stopping Centers, L.P. (Filed herewith.)
	12.1		Computation of Ratio of Earnings to Fixed Charges. (Filed herewith.)
	12.2		Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Distributions. (Filed herewith.)
	31.1		Rule 13a-14(a) Certification. (Filed herewith.)
	31.2		Rule 13a-14(a) Certification. (Filed herewith.)
	31.3		Rule 13a-14(a) Certification. (Filed herewith.)
	31.4		Rule 13a-14(a) Certification. (Filed herewith.)
	32		Section 1350 Certification. (Furnished herewith.)
	101		The following materials from Hospitality Properties Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of text. (Furnished herewith.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HOSPITALITY PROPERTIES TRUST


	/s/ John G. Murray
	John G. Murray
	President and Chief Operating Officer
	Dated: August 9, 2010


	/s/ Mark L. Kleifges
	Mark L. Kleifges
	Treasurer and Chief Financial Officer
	(principal financial and accounting officer)
	Dated: August 9, 2010

Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of May 23, 2005

by and among

HOSPITALITY PROPERTIES TRUST,
	as Borrower

Each of

WACHOVIA CAPITAL MARKETS, LLC,

and

RBS SECURITIES CORPORATION,
	as Joint Lead Arrangers

WACHOVIA CAPITAL MARKETS, LLC,
	as Sole Book Manager,

WACHOVIA BANK, NATIONAL ASSOCIATION,
	as Administrative Agent,

THE ROYAL BANK OF SCOTLAND PLC,
	as Syndication Agent,

CALYON NEW YORK BRANCH,

ROYAL BANK OF CANADA,

and

SUMITOMO MITSUI BANKING CORPORATION
	as Documentation Agents,

and

THE FINANCIAL INSTITUTIONS INITIALLY SIGNATORY HERETO
AND THEIR ASSIGNEES PURSUANT TO SECTION 12.5.,
	as Lenders

TABLE OF CONTENTS

Article I. Definitions	1

Section 1.1. Definitions	1
Section 1.2. General; References to Times	26

Article II. Credit Facility	27

Section 2.1. Revolving Loans	27
Section 2.2. Swingline Loans	28
Section 2.3. Letters of Credit	30
Section 2.4. Rates and Payment of Interest on Loans	34
Section 2.5. Number of Interest Periods	35
Section 2.6. Repayment of Loans	35
Section 2.7. Prepayments	35
Section 2.8. Continuation	36
Section 2.9. Conversion	36
Section 2.10. Notes	36
Section 2.11. Voluntary Reductions of the Commitment	37
Section 2.12. Expiration or Maturity Date of Letters of Credit Past Termination Date	37
Section 2.13. Amount Limitations	37
Section 2.14. Increase of Commitments	38
Section 2.15. Extension of Termination Date	38

Article III. Payments, Fees and Other General Provisions	39

Section 3.1. Payments	39
Section 3.2. Pro Rata Treatment	39
Section 3.3. Sharing of Payments, Etc.	40
Section 3.4. Several Obligations	41
Section 3.5. Minimum Amounts	41
Section 3.6. Fees	41
Section 3.7. Computations	42
Section 3.8. Usury	42
Section 3.9. Agreement Regarding Interest and Charges	42
Section 3.10. Statements of Account	43
Section 3.11. Defaulting Lenders	43
Section 3.12. Taxes	44

Article IV. Yield Protection, Etc.	46

Section 4.1. Additional Costs; Capital Adequacy	46
Section 4.2. Suspension of LIBOR Loans	47
Section 4.3. Illegality	48
Section 4.4. Compensation	48
Section 4.5. Affected Lenders	48
Section 4.6. Treatment of Affected Loans	49
Section 4.7. Change of Lending Office	50

Section 4.8. Assumptions Concerning Funding of LIBOR Loans	50

Article V. Conditions Precedent	50

Section 5.1. Initial Conditions Precedent	50
Section 5.2. Conditions Precedent to All Loans and Letters of Credit	53
Section 5.3. Conditions as Covenants	53

Article VI. Representations and Warranties	53

Section 6.1. Representations and Warranties	53
Section 6.2. Survival of Representations and Warranties, Etc.	59

Article VII. Affirmative Covenants	60

Section 7.1. Preservation of Existence and Similar Matters	60
Section 7.2. Compliance with Applicable Law and Material Contracts	60
Section 7.3. Maintenance of Property	60
Section 7.4. Conduct of Business	61
Section 7.5. Insurance	61
Section 7.6. Payment of Taxes and Claims	61
Section 7.7. Visits and Inspections	61
Section 7.8. Use of Proceeds; Letters of Credit	62
Section 7.9. Environmental Matters	62
Section 7.10. Books and Records	62
Section 7.11. Further Assurances	62
Section 7.12. New Subsidiaries/Guarantors	63
Section 7.13. REIT Status	63
Section 7.14. Exchange Listing	63

Article VIII. Information	64

Section 8.1. Quarterly Financial Statements	64
Section 8.2. Year-End Statements	64
Section 8.3. Compliance Certificate	65
Section 8.4. Other Information	65

Article IX. Negative Covenants	68

Section 9.1. Financial Covenants	68
Section 9.2. Indebtedness	69
Section 9.3. Certain Permitted Investments	69
Section 9.4. Investments Generally	70
Section 9.5. Liens; Negative Pledges; Other Matters	71
Section 9.6. Restricted Payments	71
Section 9.7. Merger, Consolidation, Sales of Assets and Other Arrangements	72
Section 9.8. Fiscal Year	72
Section 9.9. Modifications to Advisory Agreement and Other Material Contracts	73
Section 9.10. Transactions with Affiliates	73
Section 9.11. ERISA Exemptions	73

Article X. Default	73

Section 10.1. Events of Default	73
Section 10.2. Remedies Upon Event of Default	77
Section 10.3. Remedies Upon Default	78
Section 10.4. Allocation of Proceeds	78
Section 10.5. Collateral Account	79
Section 10.6. Performance by Agent	80
Section 10.7. Rights Cumulative	80

Article XI. The Agent	80

Section 11.1. Authorization and Action	80
Section 11.2. Agent’s Reliance, Etc.	81
Section 11.3. Notice of Defaults	82
Section 11.4. Wachovia as Lender	82
Section 11.5. Approvals of Lenders	82
Section 11.6. Lender Credit Decision, Etc.	83
Section 11.7. Indemnification of Agent	84
Section 11.8. Successor Agent	84
Section 11.9. Titled Agents	85

Article XII. Miscellaneous	85

Section 12.1. Notices	85
Section 12.2. Expenses	86
Section 12.3. Setoff	87
Section 12.4. Litigation; Jurisdiction; Other Matters; Waivers	87
Section 12.5. Successors and Assigns	88
Section 12.6. Amendments	91
Section 12.7. Nonliability of Agent and Lenders	92
Section 12.8. Confidentiality	92
Section 12.9. Indemnification	92
Section 12.10. Termination; Survival	94
Section 12.11. Severability of Provisions	94
Section 12.12. GOVERNING LAW	95
Section 12.13. Counterparts	95
Section 12.14. Obligations with Respect to Loan Parties	95
Section 12.15. Limitation of Liability	95
Section 12.16. Entire Agreement	95
Section 12.17. Construction	96
Section 12.18. LIABILITY OF TRUSTEES, ETC.	96
Section 12.19. Patriot Act	96
Section 12.20. NO NOVATION	96

iii

SCHEDULE 1.1.(a)		Applicable Margin
SCHEDULE 1.1.(b)		Facility Fee
SCHEDULE 1.1.(c)		List of Loan Parties
SCHEDULE 6.1.(b)		Ownership Structure
SCHEDULE 6.1.(f)		Title to Properties; Liens
SCHEDULE 6.1.(g)		Indebtedness and Guaranties
SCHEDULE 6.1.(h)		Material Contracts
SCHEDULE 6.1.(i)		Litigation
SCHEDULE 6.1.(k)		Financial Statements
SCHEDULE 6.1.(y)		List of Unencumbered Assets

EXHIBIT A		Form of Assignment and Acceptance Agreement
EXHIBIT B		Form of Guaranty
EXHIBIT C		Form of Notice of Borrowing
EXHIBIT D		Form of Notice of Continuation
EXHIBIT E		Form of Notice of Conversion
EXHIBIT F		Form of Notice of Swingline Borrowing
EXHIBIT G		Form of Swingline Note
EXHIBIT H		Form of Revolving Note
EXHIBIT I		Form of Compliance Certificate

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of May 23, 2005 by and among HOSPITALITY PROPERTIES TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of WACHOVIA CAPITAL MARKETS, LLC and RBS SECURITIES CORPORATION, as Joint Lead Arrangers (each a “Joint Lead Arranger”), WACHOVIA CAPITAL MARKETS, LLC, as Sole Book Manager (the “Sole Book Manager”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent, THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent (the “Syndication Agent”), each of CALYON NEW YORK BRANCH, ROYAL BANK OF CANADA and SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agent (each a “Documentation Agent”), and each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 12.5.(d).

WHEREAS, certain of the Lenders and other financial institutions have made available to Borrower a $350,000,000 revolving credit facility on the terms and conditions contained in that certain Credit Agreement dated as of March 26, 2002 (as amended and in effect immediately prior to the date hereof, the “Existing Credit Agreement”) by and among the Borrower, such Lenders, certain other financial institutions, the Agent and the other parties thereof; and

WHEREAS, the Agent and the Lenders desire to amend and restate the terms of the Existing Credit Agreement to make available to the Borrower a revolving credit facility in the initial amount of $750,000,000, which will include a $50,000,000 letter of credit subfacility and a $50,000,000 swingline subfacility, on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree that the Existing Credit Agreement is amended and restated as follows:

ARTICLE I. DEFINITIONS

Section 1.1. Definitions.

In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:

“ Accession Agreement ” means an Accession Agreement substantially in the form of Annex I to the Guaranty.

“ Additional Costs ” has the meaning given that term in Section 4.1.

“ Adjusted EBITDA ” means, with respect to a Person for a given period, such Person’s EBITDA for such period determined on a consolidated basis less the sum of (a) any FF&E Reserves to the extent included in EBITDA and (b) the excess, if any, with respect to each Hotel or Hotel Pool (as applicable) of such Person, of (i) 4.0% of total gross room revenues of such Hotel or Hotel Pool for such period over (ii) the FF&E Reserve actually funded during such period or prefunded for such period with respect to such Property or Hotel Pool pursuant to the applicable Operating Agreement or any related Ancillary Agreement, and (c) to the extent

included in EBITDA, replacement reserves for (i) any Property that is not a Hotel and is part of a Hotel Pool included in Unencumbered Hotels, or (ii) Other Acceptable Properties.

“ Adjusted Eurodollar Rate ” means, with respect to each Interest Period for any LIBOR Loan, the rate obtained by dividing (a) LIBOR for such Interest Period by (b) a percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) as specified in Regulation D of the Board of Governors of the Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Loans is determined or any category of extensions of credit or other assets which includes loans by an office of any Lender outside of the United States of America to residents of the United States of America).

“ Advisory Agreement ” means that certain Advisory Agreement dated as of January 1, 1998 by and between the Borrower and RMR.

“ Affiliate ” means any Person (other than the Agent or any Lender): (a) directly or indirectly controlling, controlled by, or under common control with, the Borrower; (b) directly or indirectly owning or holding ten percent (10.0%) or more of any Equity Interest in the Borrower; or (c) ten percent (10.0%) or more of whose voting stock or other Equity Interest is directly or indirectly owned or held by the Borrower. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or otherwise. The Affiliates of a Person shall include any officer or director of such Person.

“ Agent ” means Wachovia Bank, National Association, as contractual representative for the Lenders under the terms of this Agreement, and any of its successors.

“ Agreement Date ” means the date as of which this Agreement is dated.

“ Ancillary Agreement ” means, with respect to any Operating Agreement, any material incidental agreement with respect to such Operating Agreement (including, by way of example, guarantees, franchise agreements, and, in the case of Leases, management agreements not constituting Operating Agreements) to which the Borrower or any Subsidiary is a party.

“ Applicable Law ” means all applicable provisions of constitutions, statutes, laws, rules, regulations and orders of all governmental bodies and all orders and decrees of all courts, tribunals and arbitrators.

“ Applicable Margin ” means the percentage per annum determined, at any time, based on the range into which the Borrower’s Credit Rating then falls, in accordance with the levels in the table set forth in Schedule 1.1.(a) (each a “Level”). Any change in the Borrower’s Credit Rating which would cause it to move to a different Level in such table shall effect a change in the Applicable Margin on the Business Day on which such change occurs. During any period in

which the Borrower has received Credit Ratings that are not equivalent, the Applicable Margin shall be determined by the higher of such two Credit Ratings; provided, however, that if the ratings of S&P and Moody’s are two pricing Levels apart, then the Applicable Margin shall be based on the Level that falls between the Levels that correspond to the ratings of S&P and Moody’s. During any period for which the Borrower has received a Credit Rating from only one Rating Agency, then the Applicable Margin shall be determined based on such Credit Rating. During any period for which the Borrower has not received a Credit Rating from either Rating Agency, then the Applicable Margin shall be determined based on Level 4. As of the Agreement Date, the Applicable Margin is determined based on Level 3.

“ Approved Fund ” means any Person (other than a natural person) (a) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (b) that is administered or managed by (i) a Lender, (ii) an affiliate of a Lender or (c) an entity or an affiliate of an entity that administers or manages a Lender.

“ Asset Under Development ” means, as of any date of determination, any Property on which construction of new income-producing improvements has been commenced and is continuing. If such construction consists of the construction of tenant or comparable improvements, as opposed to material expansion of such Property or any “ground up” development, such Property shall not be considered to be an Asset Under Development. In addition, to the extent any Property includes a revenue-generating component (e.g. an existing Hotel) and a building under development, such revenue-generating component shall not be considered to be an Asset Under Development but such building under development shall be considered to be an Asset Under Development. Further, no Hotel shall be considered an Asset Under Development if the opening date with respect to such Hotel has occurred.

“ Assignee ” has the meaning given that term in Section 12.5.(d).

“ Assignment and Acceptance Agreement ” means an Assignment and Acceptance Agreement among a Lender, an Assignee and the Agent, substantially in the form of Exhibit A.

“ Base Rate ” means the per annum rate of interest equal to the greater of (a) the Prime Rate or (b) the Federal Funds Rate plus one-half of one percent (0.5%). Any change in the Base Rate resulting from a change in the Prime Rate or the Federal Funds Rate shall become effective as of 12:01 a.m. on the Business Day on which each such change occurs. The Base Rate is a reference rate used by the Lender acting as the Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged by the Lender acting as the Agent or any other Lender on any extension of credit to any debtor.

“ Base Rate Loan ” means a Revolving Loan bearing interest at a rate based on the Base Rate.

“ Base Payments ” means the minimum base rent or owner’s priority payment that an Owner is entitled to receive under an Operating Agreement. The term excludes: (a) payments (such as real estate taxes, insurance premiums, and costs of maintenance) that the Operating

Agreement requires the Operator to pay third parties; (b) any element of rent or owner’s priority payment that is conditional, contingent, or not yet capable of determination; and (c) FF&E Reserves. If Operating Agreement(s) for multiple Hotels do not separately allocate Base Payments to such Hotels, then Base Payments shall be reasonably allocated among such Hotels (where necessary) in a manner satisfactory to Agent.

“ Benefit Arrangement ” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

“ Borrower ” has the meaning set forth in the introductory paragraph hereof and shall include the Borrower’s successors and permitted assigns.

“ Business Day ” means (a) any day other than a Saturday, Sunday or other day on which banks in Charlotte, North Carolina or New York, New York are authorized or required to close and (b) with reference to a LIBOR Loan, any such day that is also a day on which dealings in Dollar deposits are carried out in the London interbank market.

“ Capitalization Rate ” means 9.0%.

“ Capitalized Lease Obligation ” means obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on the balance sheet prepared in accordance with GAAP of the applicable Person as of the applicable date.

“ Cash Equivalents ” means: (a) securities issued, guaranteed or insured by the United States of America or any of its agencies with maturities of not more than one year from the date acquired; (b) certificates of deposit with maturities of not more than one year from the date acquired issued by a United States federal or state chartered commercial bank of recognized standing, or a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, acting through a branch or agency, which bank at the time of the acquisition thereof has capital and unimpaired surplus in excess of $500,000,000.00 and which bank or its holding company at the time of the acquisition thereof has a short-term commercial paper rating of at least A-2 or the equivalent by S&P or at least P-2 or the equivalent by Moody’s; (c) reverse repurchase agreements with terms of not more than seven days from the date acquired, for securities of the type described in clause (a) above and entered into only with commercial banks having the qualifications described in clause (b) above; (d) commercial paper issued by any Person incorporated under the laws of the United States of America or any State thereof and rated at the time of the acquisition thereof at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s, in each case with maturities of not more than one year from the date acquired; and (e) investments in money market funds registered under the Investment Company Act of 1940, which have at the time of the acquisition thereof net assets of at least $500,000,000.00 and at least 85% of whose assets consist of securities and other obligations of the type described in clauses (a) through (d) above.

“ Collateral Account ” means a special non-interest bearing deposit account or securities account maintained by, or on behalf of, the Agent and under its sole dominion and control, for the benefit of the Lenders.

“ Commitment ” means, as to each Lender (other than the Swingline Lender), such Lender’s obligation (a) to make Revolving Loans pursuant to Section 2.1., (b) to issue (in the case of the Lender then acting as Agent) or participate in (in the case of the other Lenders) Letters of Credit pursuant to Section 2.3.(a) and 2.3.(i), respectively (but in the case of the Lender acting as the Agent excluding the aggregate amount of participations in the Letters of Credit held by the other Lenders), and (c) to participate in Swingline Loans pursuant to Section 2.2.(e), in each case, in an amount up to, but not exceeding, the amount set forth for such Lender on its signature page hereto as such Lender’s “Commitment Amount” or as set forth in the applicable Assignment and Acceptance Agreement, as the same may be reduced from time to time pursuant to Section 2.11., increased pursuant to Section 2.14., or as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 12.5.

“ Commitment Percentage ” means, as to each Lender, the ratio, expressed as a percentage, of (a) the amount of such Lender’s Commitment to (b) the aggregate amount of the Commitments of all Lenders hereunder; provided, however, that if at the time of determination the Commitments have terminated or been reduced to zero, the “Commitment Percentage” of each Lender shall be the Commitment Percentage of such Lender in effect immediately prior to such termination or reduction.

“ Compliance Certificate ” has the meaning given that term in Section 8.3.

“ Continue ”, “ Continuation ” and “ Continued ” each refers to the continuation of a LIBOR Loan from one Interest Period to another Interest Period pursuant to Section 2.8.

“ Convert ”, “ Conversion ” and “ Converted ” each refers to the conversion of a Revolving Loan of one Type into a Revolving Loan of another Type pursuant to Section 2.9.

“ Credit Event ” means any of the following: (a) the making (or deemed making) of any Loan, (b) the Conversion of a Loan and (c) the issuance of a Letter of Credit.

“ Credit Rating ” means, with respect to a Person, the lowest rating assigned by a Rating Agency to each series of rated senior unsecured long term indebtedness of such Person.

“ Debt Service ” means, for any period, the sum of: (a) Interest Expense of the Borrower and its Subsidiaries determined on a consolidated basis for such period and (b) all regularly scheduled principal payments made with respect to Indebtedness of the Borrower and its Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full.

“ Default ” means any of the events specified in Section 10.1., whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

“ Defaulting Lender ” has the meaning set forth in Section 3.11.

“ Derivatives Contract ” means any “swap agreement” as defined in 11 U.S.C. § 101.

“ Derivatives Termination Value ” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, the termination value(s) thereof determined in accordance with GAAP.

“ Developable Property ” means (a) any Property on which there are no improvements (excluding land which is leased under a net lease to a third party) or (b) any Property (or portion thereof) acquired by the Borrower or any Subsidiary for the purpose of being developed. Developable Property shall not include any Property that is an Asset Under Development.

“ Dollars ” or “ $ ” means the lawful currency of the United States of America.

“ Due Diligence Reports ” means, as to any Hotel Pool or individual Hotel not in a Hotel Pool, (a) an Operating Agreement Abstract and (b) such other information as the Agent may reasonably request in order to evaluate such Hotel Pool or Hotel.

“ EBITDA ” means, with respect to a Person for a given period: (a) net income (or loss) of such Person for such period determined on a consolidated basis exclusive of the following (to the extent included in determination of such net income (loss)): (i) depreciation and amortization; (ii) interest expense; (iii) income tax expense; and (iv) extraordinary or non-recurring gains and losses; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates. Straight line rent leveling adjustments, deferred percentage rent and deferred hotel operating income adjustments and amortization of intangibles pursuant to Statement of Financial Accounting Standards No. 141 and the like required under GAAP, shall be disregarded in determinations of EBITDA (to the extent such adjustments would otherwise have been included in the determination of EBITDA).

“ Effective Date ” means the later of: (a) the Agreement Date; and (b) the date on which all of the conditions precedent set forth in Section 5.1. shall have been fulfilled or waived in writing by the Requisite Lenders.

“ Eligible Assignee ” means (a) a Lender, (b) an affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) the Agent and (ii) unless a Default or Event of Default shall exist, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“ Environmental Laws ” means any Applicable Law relating to environmental protection or the manufacture, storage, disposal or clean-up of Hazardous Materials including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource

Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection Agency and any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or Hazardous Materials.

“ Equity Interest ” means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security (other than a security constituting Indebtedness) convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

“ Equity Issuance ” means any issuance by a Person of any Equity Interest and shall in any event include the issuance of any Equity Interest upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as in effect from time to time.

“ ERISA Group ” means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

“ Event of Default ” means any of the events specified in Section 10.1., provided that any requirement for notice or lapse of time or any other condition has been satisfied.

“ Excluded Subsidiary ” means any Subsidiary (a) holding title to or beneficially owning assets which are or are intended to become collateral for any Secured Indebtedness of such Subsidiary, or being a beneficial owner of a Subsidiary holding title to or beneficially owning such assets (but having no material assets other than such beneficial ownership interests) and (b) which (i) is, or is expected to be, prohibited from Guarantying the Indebtedness of any other Person pursuant to any document, instrument or agreement evidencing such Secured Indebtedness or (ii) is prohibited from Guarantying the Indebtedness of any other Person pursuant to a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational documents as a condition or anticipated condition to the extension of such Secured Indebtedness.

“ Existing Credit Agreement ” has the meaning given such term in the first “WHEREAS” clause of this Agreement.

“ Facility Fee ” means the per annum percentage in the table set forth in Schedule 1.1.(b) corresponding to the Level at which the “Applicable Margin” is determined in accordance with the definition thereof. As of the Agreement Date, the Facility Fee equals 0.20%.

“ Fair Market Value ” means, with respect to (a) a security listed on a principal national securities exchange, the price of such security as reported on such exchange by any widely recognized reporting method customarily relied upon by financial institutions and (b) with respect to any other property, the price which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction.

“ Federal Funds Rate ” means, for any day, the rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Agent by federal funds dealers selected by the Agent on such day on such transaction as determined by the Agent.

“ Fees ” means the fees and commissions provided for or referred to in Section 3.6. and any other fees payable by the Borrower hereunder or under any other Loan Document.

“ FF&E Reserve ” means, for any period and with respect to a given Property or Hotel Pool, an amount equal to the amount that the Operating Agreement or any Ancillary Agreement for such Property or Hotel Pool requires the Operator to reserve during such period for (i) replacements and renewals to such Property’s or Hotel Pool’s furnishings, fixtures and equipment, (ii) routine repairs and maintenance to buildings which are normally capitalized under GAAP and (iii) major repairs, alterations, improvements, renewals or replacements to building structures, roofs or exterior façade, or for mechanical, electrical, HVAC, plumbing or vertical transportation systems.

“ Fitch ” means Fitch, Inc. and its successors.

“ Fixed Charges ” means, for any period, the sum (without duplication) of (a) Debt Service for such period and (b) Preferred Dividends for such period.

“ Floating Rate Debt ” means all Indebtedness of the Borrower and its Subsidiaries which bears interest at fluctuating rates (and in any event shall include all Loans and other Indebtedness of the Borrower under any of the Loan Documents) and for which the Borrower or any such Subsidiary has not obtained Interest Rate Agreements which effectively cause such variable rates to be equivalent to fixed rates less than or equal to (a) the rate (as reasonably determined by the Agent) borne by United States 10-year Treasury Notes at the time the applicable Interest Rate Agreement became effective plus (b) 3.0%.

“ Funds From Operations ” means, for any period, (a) net income of the Borrower for such period determined on a consolidated basis exclusive of the following (to the extent included in the determination of such net income): (i) depreciation and amortization; (ii) gains and losses from extraordinary or non-recurring items; (iii) gains and losses on sales of real estate; (iv) gains and losses on investments in marketable securities; and (v) provisions/benefits for income taxes for such period, plus (b) FF&E Reserves required under Operating Agreements but not included in net income, plus (c) the Borrower’s share of Funds From Operations from Unconsolidated Affiliates. Straight line rent leveling adjustments, deferred percentage rent and deferred hotel operating income adjustments and amortization of intangibles pursuant to Statement of Financial Accounting Standards No. 141 required under GAAP shall be disregarded in determinations of Funds From Operations (to the extent such adjustments otherwise would be included in the determination of Funds From Operations).

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“ Governing Documents ” of any Person means the declaration of trust, certificate or articles of incorporation, by-laws, partnership agreement or operating or members agreement, as the case may be, and any other organizational or governing documents, of such Person.

“ Governmental Approvals ” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

“ Governmental Authority ” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law.

“ Ground Lease ” means a ground lease containing the following terms and conditions: (a) either (i) a remaining term (taking into account extensions which may be effected by the lessee without the consent of the lessor) of no less than 30 years from the Agreement Date, or (ii) the right of the lessee to purchase the property on terms reasonably acceptable to the Agent; (b) the right of the lessee to mortgage and encumber its interest in the leased property; (c) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; and (d) free transferability of the lessee’s interest under such lease, including ability to sublease, subject to only reasonable consent provisions.

“ Guarantor ” means any Person that is a party to the Guaranty as a “Guarantor” and in any event shall include each Material Subsidiary (unless an Excluded Subsidiary or an Unleveraged Non-Domestic Subsidiary).

“ Guaranty ”, “ Guaranteed ” or to “ Guarantee ” as applied to any obligation means and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations, (ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment of amounts drawn down by beneficiaries of letters of credit (including Letters of Credit), or (v) the supplying of funds to or investing in a Person on account of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. As the context requires, “Guaranty” shall also mean the Guaranty to which the Guarantors are parties substantially in the form of Exhibit B.

“ Hazardous Materials ” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Laws as “hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic substances” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP” toxicity or “EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (c) any flammable substances or explosives or any radioactive materials; (d) asbestos in any form; (e) toxic mold; and (f) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million.

“ Hotel ” means any Property, the improvements on which are operated as a hotel, inn or the providing of lodging or leisure services, together with any incidental improvements on such Property operated in connection with such hotel, inn, lodging or leisure facility.

“ Hotel Net Cash Flow ” means the net operating cash flow of a Hotel, after (a) all taxes (except income taxes), insurance, salaries, utilities, and other operating expenses, all sums that the applicable Operating Agreement or any related Ancillary Agreement requires the applicable Operator to pay (excluding (i) all items payable to such Operator that are subordinated to Base Payments and (ii) Base Payments), and (b) the greater of (a) FF&E Reserves, or (b) 4.0% of total gross room revenues for such period. Hotel Net Cash Flow shall be determined as of any date based on the last four completed fiscal quarters of the Person that owns such Hotel (subject to reasonable adjustment or interpolation to accommodate differences between such Person’s fiscal

quarters and those of its Operator).

“ Hotel Pool ” means any group of two or more Properties, substantially all of the value of which is attributable to Hotels, that are (a) leased to or managed by an Operator pursuant to a single Operating Agreement, or (b) leased or managed pursuant to Operating Agreements that are cross-defaulted (as to defaults by Operator), together with all other Properties whose Operating Agreements are cross-defaulted (as to defaults by Operator) with such Operating Agreement.

“ Indebtedness ” means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed; (b) all obligations of such Person, whether or not for money borrowed (1) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (2) evidenced by bonds, debentures, notes or similar instruments, or (3) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) Capitalized Lease Obligations of such Person; (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all obligations, contingent or otherwise, of such Person under any synthetic lease, tax retention operating lease, off balance sheet loan or similar off balance sheet financing arrangement if the transaction giving rise to such obligation (1) is considered indebtedness for borrowed money for tax purposes but is classified as an operating lease under GAAP and (2) does not (and is not required pursuant to GAAP to) appear as a liability on the balance sheet of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference; (g) all obligations of such Person in respect of any take-out commitment or forward equity commitment (excluding, in the case of the Borrower and its Subsidiaries, any such obligation that can be satisfied solely by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (h) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person, valued at the lesser of (1) the stated or determinable amount of the Indebtedness such Person Guaranteed or, if the amount of such Indebtedness is not stated or determinable, the maximum reasonably anticipated liability in respect thereof, and (2) the amount of any express limitation on such Guaranty; (i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than Permitted Liens of the types described in clauses (a) through (c) or (e) through (i) of the definition thereof) on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation, valued, in the case of any such Indebtedness as to which recourse for the payment thereof is expressly limited to the property or assets on which such Lien is granted, at the lesser of (1) the stated or determinable amount of the Indebtedness that is so secured or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) and (2) the Fair Market Value of such property or assets; and (j) such Person’s pro rata share of the Indebtedness of any Unconsolidated Affiliate of such Person.

“ Intellectual Property ” has the meaning given that term in Section 6.1.(t).

“ Interest Expense ” means, with respect to a Person for any period of time, (a) the interest expense, whether paid, accrued or capitalized (without deduction of consolidated interest income) of such Person for such period plus (b) in the case of the Borrower, the Borrower’s pro rata share of Interest Expense of its Unconsolidated Affiliates. Interest Expense shall exclude any amortization of (i) deferred financing fees and (ii) debt discounts (but only to the extent such discounts do not exceed 3.0% of the initial face principal amount of such debt).

“ Interest Period ” means with respect to any LIBOR Loan, each period commencing on the date such LIBOR Loan is made or the last day of the next preceding Interest Period for such Loan and ending 7 days, or one, three, six or (to the extent available from all Lenders) twelve months thereafter, as the Borrower may select in a Notice of Borrowing, Notice of Continuation or Notice of Conversion, as the case may be, except that each Interest Period (other than an Interest Period of 7 days) that commences on the last Business Day of a calendar month shall end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (i) if any Interest Period would otherwise end after the Termination Date, such Interest Period shall end on the Termination Date; and (ii) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, in the case of any Interest Period other than one having a duration of 7 days, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day).

“ Interest Rate Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar contractual agreement or arrangement entered into with a nationally recognized financial institution then having an Investment Grade Rating for the purpose of protecting against fluctuations in interest rates.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended.

“ Investment ” means, (x) with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, by means of any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person and (y) with respect to any Property or other asset, the acquisition thereof. Any commitment to make an Investment in any other Person, as well as any option of another Person to require an Investment in such Person, shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ Investment Grade Rating ” means a Credit Rating of BBB-/Baa3 (or equivalent) or higher from both Rating Agencies.

“ Lease ” means a (sub)lease of a Property between the Borrower or a Subsidiary, as (sub)lessor, and an Operator, as (sub)lessee; provided that unless the Agent otherwise approves, a (sub)lease of a Property from the Borrower or a Subsidiary to a TRS or any other Subsidiary of the Borrower shall be deemed not to be a “Lease” for purposes of this Agreement.

“ L/C Commitment Amount ” equals $50,000,000.

“ Lender ” means each financial institution from time to time party hereto as a “Lender”, together with its respective successors and permitted assigns, and as the context requires, includes the Swingline Lender.

“ Lending Office ” means, for each Lender and for each Type of Loan, the office of such Lender specified as such on its signature page hereto or in the applicable Assignment and Acceptance Agreement, or such other office of such Lender as such Lender may notify the Agent and the Borrower in writing from time to time.

“ Letter of Credit ” has the meaning given that term in Section 2.3.(a).

“ Letter of Credit Documents ” means, with respect to any Letter of Credit, collectively, any application therefor, any certificate or other document presented in connection with a drawing under such Letter of Credit and any other agreement, instrument or other document governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations.

“ Letter of Credit Liabilities ” means, without duplication, at any time and in respect of any Letter of Credit, the sum of (a) the Stated Amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all Reimbursement Obligations of the Borrower at such time due and payable in respect of all drawings made under such Letter of Credit. For purposes of this Agreement, a Lender (other than the Lender acting as the Agent) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation interest in the related Letter of Credit under Section 2.3.(i), and the Lender acting as the Agent shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to the acquisition by the Lenders other than the Lender acting as the Agent of their participation interests under such Section.

“ LIBOR ” means, for any LIBOR Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the term “LIBOR” shall mean, for any LIBOR Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on the Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately

11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on the Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates. If for any reason none of the foregoing rates is available, LIBOR shall be, for any Interest Period, the rate per annum reasonably determined by the Agent as the rate of interest at which Dollar deposits in the approximate amount of the LIBOR Loan comprising part of such borrowing would be offered by the Agent to major banks in the London interbank Eurodollar market at their request at or about 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

“ LIBOR Loans ” means Revolving Loans bearing interest at a rate based on LIBOR.

“ Lien ” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, pledge, lien, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; (c) the filing of any financing statement under the Uniform Commercial Code or its equivalent in any jurisdiction, other than a financing statement filed (i) in respect of a lease not constituting a Capitalized Lease Obligation pursuant to Section 9-505 (or a successor provision) of the Uniform Commercial Code as in effect in an applicable jurisdiction or (ii) in connection with a sale or other disposition of accounts or other assets not prohibited by this Agreement in a transaction not otherwise constituting or giving rise to a Lien; and (d) any agreement by such Person to grant, give or otherwise convey any of the foregoing.

“ Loan ” means a Revolving Loan or a Swingline Loan.

“ Loan Document ” means this Agreement, each Note, each Letter of Credit Document, the Guaranty and each other document or instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement.

“ Loan Party ” means each of the Borrower and each other Person who guarantees all or a portion of the Obligations and/or who pledges any collateral security to secure all or a portion of the Obligations. Schedule 1.1.(c) sets forth the Loan Parties in addition to the Borrower as of the Agreement Date.

“ Managing Trustee ” means either Mr. Barry M. Portnoy or Mr. Gerard M. Martin, both having a business address c/o RMR.

“ Management Agreement ” means an agreement pursuant to which the Borrower or a Subsidiary, as Owner, contracts for the management and operation of a Property by an Operator. In the event a Property is subject to both a Lease and an agreement that would otherwise constitute a Management Agreement under this definition, such agreement shall be treated as an

Ancillary Agreement with respect to such Lease rather than as a Management Agreement for purposes of this Agreement,

“ Mandatorily Redeemable Stock ” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests), in each case on or prior to the date on which all Revolving Loans are scheduled to be due and payable in full.

“ Material Adverse Effect ” means a materially adverse effect on (a) the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower or any other Loan Party to perform its obligations under any Loan Document to which it is a party, (c) the validity or enforceability of any of the Loan Documents, (d) the rights and remedies of the Lenders and the Agent under any of the Loan Documents or (e) the timely payment of the principal of or interest on the Loans or other amounts payable in connection therewith.

“ Material Contract ” means any contract or other arrangement (other than Loan Documents), whether written or oral, to which the Borrower, any Subsidiary or any other Loan Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect, and in any event shall include the Advisory Agreement.

“ Material Plan ” means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $10,000,000.

“ Material Subsidiary ” means any Subsidiary to which 2.0% or more of Total Asset Value is, directly or indirectly, attributable.

“ Moody’s ” means Moody’s Investors Service, Inc. and its successors.

“ Multiemployer Plan ” means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.

“ Negative Pledge ” means a provision of any agreement (other than this Agreement or any other Loan Document) that prohibits or limits the creation or assumption of any Lien on any assets of a Person or entitles another Person to obtain or claim the benefit of a Lien on any assets

of such Person; provided, however, the following shall not constitute a Negative Pledge for purposes of this Agreement: an agreement (a) that (i) establishes a maximum ratio of unsecured debt to unencumbered assets, or of secured debt to total assets, or otherwise conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets, or (ii) limits cross-collateralization of specific assets or pools of assets with other assets or pools of assets or otherwise imposes documentary, procedural or other conditions or requirements in connection with a Person’s encumbering its assets, but (b) that does not generally prohibit (i) the encumbrance of its assets or (ii) the encumbrance of specific assets.

“ Net Proceeds ” means with respect to any Equity Issuance by a Person, the aggregate amount of all cash and the Fair Market Value of all other property received by such Person in respect of such Equity Issuance net of investment banking fees, legal fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred by such Person in connection with such Equity Issuance.

“ Non-Domestic Property ” means a Property located outside a state, territory or commonwealth of the United States of America (including without limitation Puerto Rico and the U.S. Virgin Islands) or the District of Columbia. Notwithstanding the foregoing, the two hotels currently owned by the Borrower located in Ontario, Canada are deemed not to be Non-Domestic Properties for purposes of this Agreement.

“ Nonrecourse Indebtedness ” means, with respect to a Person, Indebtedness for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.

“ Note ” means a Revolving Note or a Swingline Note.

“ Notice of Borrowing ” means a notice in the form of Exhibit C to be delivered to the Agent pursuant to Section 2.1.(b) evidencing the Borrower’s request for a borrowing of Revolving Loans.

“ Notice of Continuation ” means a notice in the form of Exhibit D to be delivered to the Agent pursuant to Section 2.8. evidencing the Borrower’s request for the Continuation of a LIBOR Loan.

“ Notice of Conversion ” means a notice in the form of Exhibit E to be delivered to the Agent pursuant to Section 2.9. evidencing the Borrower’s request for the Conversion of a Loan from one Type to another Type.

“ Notice of Swingline Borrowing ” means a notice in the form of Exhibit F to be delivered to the Agent pursuant to Section 2.2. evidencing the Borrower’s request for a Swingline Loan.

“ Obligations ” means, individually and collectively: (a) the aggregate principal balance of, and all accrued and unpaid interest on, all Loans; (b) all Reimbursement Obligations and all other Letter of Credit Liabilities; and (c) all other indebtedness, liabilities, obligations, covenants and duties of the Borrower and the other Loan Parties owing to the Agent, the Swingline Lender or any Lender of every kind, nature and description, under or in respect of this Agreement or any of the other Loan Documents, including, without limitation, the Fees and indemnification obligations, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any promissory note.

“ OFAC ” means U.S. Department of the Treasury’s Office of Foreign Assets Control and any successor Governmental Authority.

“ Operating Agreement ” means any Lease or Management Agreement.

“ Operating Agreement Abstract ” means, as to any Operating Agreement for a Hotel Pool or individual Hotel not in a Hotel Pool, an abstract of such Operating Agreement and any Ancillary Agreements in form and substance reasonably acceptable to the Agent, which shall include a reasonably detailed description of the following for such Operating Agreement and Ancillary Agreements: (a) all rent and priority payments due to the Owner payable under such Operating Agreement, including a description of Base Payments and other components of rent and priority payments due to the Owner payable under such Operating Agreement, (b) the term (including provisions for extension) of the Operating Agreement and any related Ancillary Agreements, (c) reserves for items of the type described in the definition of FF&E Reserve, (d) security deposits and other similar deposits required to made by the Operator, (e) the terms of any Guaranty of such Operating Agreement, including without limitation, the identity of the guarantor(s), any collateral security for the obligations of such guarantor(s) and any provisions providing for reduction or release of the obligations of such guarantor(s) thereunder, (f) termination events, (g) the terms of any Ancillary Agreements for the Hotel Pool or Hotel subject to such Operating Agreement, (h) a summary of any restrictions on the Owner’s ability to sell, encumber, pledge, mortgage or otherwise grant Liens upon the Properties subject to such Operating Agreement, (i) restrictions, requirements or other provisions regarding the hotel brand name, trademark or trade name under which the Operator may operate any Hotel subject to such Operating Agreement, and (j) any materials terms that are unusual in nature or not contained in the majority of the Operating Agreements or Ancillary Agreement for the Unencumbered Hotels at such time.

“ Operator ” means the (sub)lessee or manager of a Property pursuant to an Operating Agreement, provided that unless the Agent otherwise approves, any such (sub)lessee or manager which is a TRS or other Subsidiary of the Borrower or an Affiliate of the Borrower (including, without limitation, RMR, or any Managing Trustee) shall be deemed not to be an “Operator” for purposes of this Agreement.

“ Operator Deposits ” means the following: (a) any cash or Cash Equivalent that secures the payment of Base Payments, an Operator’s obligations under such Operator’s Operating Agreement or the obligations of a manager or franchisor under an Ancillary Agreement (including, without limitation, any cash or Cash Equivalent deposited in connection with a

Guaranty of an Operator’s obligations under an Operating Agreement or of the payment of Base Payments); or (b) the total amount of any deferred purchase price payable by the Borrower or any of its Subsidiaries to an Operator or an Operator’s Affiliates, against which purchase price the Borrower or such Subsidiary, as applicable, is entitled, pursuant to such Operator’s Operating Agreement, to offset Base Payments, damages resulting from such Operator’s default under its Operating Agreement or from a default by a manager or franchisor under an Ancillary Agreement.

“ Other Acceptable Property ” means any Property not otherwise qualifying as an Unencumbered Hotel which the Requisite Lenders have agreed in their sole discretion and in writing is to be included as an Unencumbered Asset.

“ Owner ” means the Borrower or a Subsidiary in it capacity as (sub)lessor or owner pursuant to an Operating Agreement.

“ Participant ” has the meaning given that term in Section 12.5.(c).

“ PBGC ” means the Pension Benefit Guaranty Corporation and any successor agency.

“ Permitted Liens ” means, as to any Person: (a) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA) or the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which (i) are not at the time required to be paid or discharged under Section 7.6., or (ii) are the responsibility of a financially responsible Operator to discharge; (b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar Applicable Laws; (c) Liens consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, which do not materially detract from the value of such property or impair the use thereof in the business of such Person and, in the case of the Borrower or any Subsidiary, Liens granted by any tenant on its leasehold estate in a Property which are subordinate to the interest of the Borrower or a Subsidiary in such Property; (d) Liens in existence as of the Agreement Date and set forth in Part II of Schedule 6.1.(f); (e) deposits to secure trade contracts (other than for Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) the lessor’s interest in property leased to the Borrower or any of its Subsidiaries pursuant to a lease permitted by this Agreement; (g) the interests of tenants, operators, franchisors, or managers of Properties; (h) Liens in favor of the Agent for the benefit of the Lenders; and (i) Liens which are also secured by restricted cash or Cash Equivalents of equal or greater value.

“ Person ” means an individual, corporation, partnership, limited liability company, association, trust or unincorporated organization, or a government or any agency or political subdivision thereof.

“ Plan ” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (a) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (b) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

“ Post-Default Rate ” means, in respect of any principal of any Loan or any other Obligation that is not paid when due (whether at stated maturity, by acceleration, by optional or mandatory prepayment or otherwise), a rate per annum equal to four percent (4.0%) plus the Base Rate as in effect from time to time.

“ Preferred Dividends ” means, for any given period and without duplication, all Restricted Payments accrued or paid (and in the case of Restricted Payments paid, which were not accrued during a prior period) during such period on Preferred Stock issued by the Borrower or a Subsidiary. Preferred Dividends shall not include dividends or distributions paid or payable (a) solely in Equity Interests (other than Mandatorily Redeemable Stock) payable to holders of such class of Equity Interests; (b) to the Borrower or a Subsidiary; or (c) constituting or resulting in the redemption of Preferred Stock, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

“ Preferred Stock ” means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

“ Prime Rate ” means the rate of interest per annum announced publicly by the Lender acting as the Agent as its prime rate from time to time. The Prime Rate is not necessarily the best or the lowest rate of interest offered by the Lender acting as the Agent or any other Lender.

“ Principal Office ” means the office of the Agent located at One Wachovia Center, Charlotte, North Carolina, or such other office of the Agent as the Agent may designate from time to time.

“ Property ” means any parcel of real property, together with all improvements thereon, owned or leased pursuant to a Ground Lease by the Borrower or any Subsidiary.

“ Rating Agencies ” means S&P and Moody’s. If either such corporation ceases to act as a securities rating agency or ceases to provide ratings with respect to the senior long-term unsecured debt obligations of the Borrower, then the Borrower may designate as a replacement Rating Agency Fitch or any other nationally recognized securities rating agency acceptable to the Agent.

“ Register ” has the meaning given that term in Section 12.5.(e).

“ Regulatory Change ” means, with respect to any Lender, any change effective after the Agreement Date in Applicable Law (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the adoption or making after such date of any interpretation, directive or request applying to a class of banks, including such Lender, of or under any Applicable Law (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) by any Governmental Authority or monetary authority charged with the interpretation or administration thereof or compliance by any Lender with any request or directive regarding capital adequacy.

“ Reimbursement Obligation ” means the absolute, unconditional and irrevocable obligation of the Borrower to reimburse the Agent for any drawing honored by the Agent under a Letter of Credit.

“ REIT ” means a Person qualifying for treatment as a “real estate investment trust” under the Internal Revenue Code.

“ RMR ” means Reit Management & Research, LLC, together with its successors and permitted assigns.

“ Requisite Lenders ” means, as of any date, Lenders having at least 66 2/3% of the aggregate amount of the Commitments (excluding Defaulting Lenders who, accordingly, are not entitled to vote), or, if the Commitments have been terminated or reduced to zero, Lenders holding at least 66 2/3% of the principal amount of the Loans and Letter of Credit Liabilities (excluding Defaulting Lenders who, accordingly, are not entitled to vote). For purposes of this definition, a Lender (other than the Swingline Lender) shall be deemed to hold a Swingline Loan or a Letter of Credit Liability to the extent such Lender has acquired a participation therein under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.

“ Responsible Officer ” means (a) with respect to the Borrower, the Borrower’s President or Treasurer or any Managing Trustee of the Borrower and (b) with respect to any other Loan Party, such Loan Party’s chief executive officer or chief financial officer.

“ Restricted Payment ” means: (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of the Borrower or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in Equity Interests of identical class to the holders of that class; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of the Borrower or any of its Subsidiaries now or hereafter outstanding; and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of the Borrower or any of its Subsidiaries now or hereafter outstanding.

“ Revolving Loan ” means a loan made by a Lender to the Borrower pursuant to Section 2.1.(a).

“ Revolving Note ” has the meaning given that term in Section 2.10.(a).

“ Sanctioned Entity ” means (a) an agency of the government of, (b) an organization directly or indirectly controlled by, or (c) a Person resident in, in each case, a country that is subject to a sanctions program identified on the list maintained by the OFAC and published from time to time, as such program may be applicable to such agency, organization or Person.

“ Sanctioned Person ” means a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by the OFAC as published from time to time.

“ Secured Indebtedness ” means, with respect to a Person as of any given date, the aggregate principal amount of all Indebtedness of such Person outstanding at such date and that is secured in any manner by any Lien, and in the case of the Borrower and the Guarantors, shall include (without duplication) the Borrower’s and such Guarantors’ pro rata share of the Secured Indebtedness of its Unconsolidated Affiliates.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, together with all rules and regulations issued thereunder.

“ Solvent ” means, when used with respect to any Person, that (a) the fair value and the fair salable value of its assets (excluding any Indebtedness due from any affiliate of such Person) are each in excess of the fair valuation of its total liabilities (including all contingent liabilities computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that could reasonably be expected to become an actual and matured liability); (b) such Person is able to pay its debts or other obligations in the ordinary course as they mature; and (c) such Person has capital not unreasonably small to carry on its business and all business in which it proposes to be engaged.

“ S&P ” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. and its successors.

“ Stated Amount ” means the amount available to be drawn by a beneficiary under a Letter of Credit from time to time, as such amount may be increased or reduced from time to time in accordance with the terms of such Letter of Credit.

“ Subsidiary ” means, for any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.

“ Swingline Commitment ” means the Swingline Lender’s obligation to make Swingline Loans pursuant to Section 2.2. in an amount up to, but not exceeding, $50,000,000, as such amount may be reduced from time to time in accordance with the terms hereof.

“ Swingline Lender ” means Wachovia Bank, National Association, together with its respective successors and assigns.

“ Swingline Loan ” means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.2.(a).

“ Swingline Note ” means the promissory note of the Borrower payable to the order of the Swingline Lender in a principal amount equal to the amount of the Swingline Commitment as originally in effect and otherwise duly completed, substantially in the form of Exhibit G.

“ Tangible Net Worth ” means, as of any given time: (a) the unallocated gross book value (exclusive of depreciation and amortization) of all real estate assets of the Borrower and its Subsidiaries that constitute Properties at such time; plus (b) the book value of other assets (excluding any real estate assets) of the Borrower and its Subsidiaries; less (c) all amounts appearing on the assets side of a consolidated balance sheet of the Borrower for assets separately classified as intangible assets under GAAP (except for allocations of property purchase prices pursuant to Statement of Financial Accounting Standards No. 141 and the like); less (d) all Total Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis; less (e) all other liabilities of the Borrower and its Subsidiaries determined on a consolidated basis (except liabilities resulting from allocations of property purchase prices pursuant to Statement of Financial Accounting Standards No. 141 and the like).

“ Taxes ” has the meaning given that term in Section 3.12.

“ Termination Date ” means June 30, 2009, or such later date to which the Termination Date may be extended pursuant to Section 2.15., or such earlier date on which the Commitments are terminated pursuant to Section 2.11., 10.2. or otherwise.

“ Titled Agent ” means any of the Joint Lead Arrangers, Sole Book Manager, the Syndication Agent or the Documentation Agents, and their respective successors and permitted assigns.

“ Total Asset Value ” means the sum of the following (without duplication) of the Borrower and its Subsidiaries for the fiscal quarter most recently ended: (a)(i) with respect to all Properties owned (or leased pursuant to a Ground Lease) by the Borrower or any Subsidiary for the entire fiscal quarter most recently ending, Adjusted EBITDA attributable to such Properties for such period multiplied by (ii) 4 and divided by (iii) the Capitalization Rate; (b) the purchase price paid for any Property acquired during such fiscal quarter (less any amounts paid as a purchase price adjustment, held in escrow, retained as a contingency reserve, or other similar arrangements but including amounts retained as Operator Deposits, and prior to allocations of property purchase prices pursuant to Statement of Financial Accounting Standards No. 141 and the like); (c) all cash and cash equivalents; (d) accounts receivable that are not (i) owing in excess of 90 days as of the end of such fiscal quarter or (ii) being contested in writing by the obligor in respect thereof (in which case only such portion being contested shall be excluded from Total Asset Value); (e) prepaid taxes and operating expenses as of the end of such fiscal

quarter; (f) the book value of all Developable Property as of the end of such fiscal quarter; (g) the book value of all other tangible assets (excluding land or other real property) as of the end of such fiscal quarter; (h) the book value of all Unencumbered Mortgage Notes as of the end of such fiscal quarter; and (i) the Borrower’s pro rata share of the preceding items of any Unconsolidated Affiliate of the Borrower.

“ Total Indebtedness ” means, as of a given date, all liabilities of the Borrower and its Subsidiaries which would, in conformity with GAAP, be properly classified as a liability on a consolidated balance sheet of the Borrower and its Subsidiaries as of such date (except liabilities resulting from allocations of property purchase prices pursuant to Statement of Financial Accounting Standards No. 141 and the like), and in any event shall include (without duplication): (a) all Indebtedness of the Borrower and its Subsidiaries; (b) the Borrower’s pro rata share of Indebtedness of its Unconsolidated Affiliates; (c) the aggregate amount of all Operator Deposits (other than those Operator Deposits held by a Loan Party or an Unleveraged Non-Domestic Subsidiary in connection with Operating Agreements for which a monetary default exists and has existed for a period of 30 days or more); and (d) net obligations of the Borrower and its Subsidiaries under any Derivatives Contracts not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof.

“ TRS ” means a Subsidiary of the Borrower that is a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Internal Revenue Code.

“ Type ” with respect to any Loan, refers to whether such Loan is a LIBOR Loan or Base Rate Loan.

“ Unconsolidated Affiliate ” means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.

“ Unencumbered Asset ” means any (a) Unencumbered Hotel, (b) Unencumbered Mortgage Note, or (c) Other Acceptable Property.

“Unencumbered Asset Certificate” has the meaning given that term in Section 8.3.

“ Unencumbered Asset Value ” means, as of the end of a fiscal quarter, the sum of: (a) unrestricted cash of the Borrower and its Subsidiaries; (b)(i) Adjusted EBITDA for the fiscal quarter most recently ended attributable to Unencumbered Hotels owned or leased by the Borrower or any Subsidiary for the entire fiscal quarter of the Borrower most recently ended, multiplied by (ii) 4 divided by (iii) the Capitalization Rate; (c) the purchase price paid for any Unencumbered Hotel acquired during such fiscal quarter (less any amounts paid as a purchase price adjustment, held in escrow, retained as a contingency reserve, or other similar arrangements); (d) the book value of all Unencumbered Mortgage Notes of the Borrower and its Subsidiaries (excluding any Unencumbered Mortgage Note (i) where the obligor is more than 30 days past due with respect to any payment obligation or (ii) secured by a Non-Domestic

Property); and (e) with respect to all Other Acceptable Properties, the value of each such Property determined in accordance with the valuation method established by the Requisite Lenders when the Requisite Lenders approved of such Property as an Other Acceptable Property. To the extent that (w) the sum of the book value of Unencumbered Mortgage Notes would, in the aggregate, account for more than 10.0% of Unencumbered Asset Value, such excess shall be excluded; (x) Properties leased by the Borrower, a Guarantor or an Unleveraged Non-Domestic Subsidiary pursuant to a Ground Lease having a remaining term of less than 50 years (taking into account extensions which may be effected by the lessee without the consent of the lessor) would, in the aggregate, account for more than 10.0% of Unencumbered Asset Value, such excess shall be excluded; (y) Non-Domestic Properties which are not Other Acceptable Properties would, in the aggregate, account for more than 20% of Unencumbered Asset Value, such excess shall be excluded; and (z) Properties which are not hotels, inns or lodging facilities (or incidental improvements in connection with such hotels, inns or lodging facilities) and are not Other Acceptable Properties would, in the aggregate, account for more than 20% of Unencumbered Asset Value, such excess shall be excluded. If an Unencumbered Hotel or Unencumbered Mortgage Note is not owned as of the last day of a quarter then such asset shall be excluded from the foregoing calculations.

“ Unencumbered EBITDA ” means, for a given period the aggregate Adjusted EBITDA attributable to the Unencumbered Hotels, Unencumbered Mortgage Notes and Other Acceptable Properties; provided that for purposes of this definition, revenues of an applicable Person during any applicable period constituting payments or accruals for payments of amounts more than 30 days past due and any related reserves shall be excluded in the calculation of such Person’s EBITDA for such period.

“ Unencumbered Hotels ” means every Hotel Pool and Hotel that is not in a Hotel Pool that satisfy all of the following requirements:

(a) such Hotel or each Property in such Hotel Pool is (i) owned in fee simple solely by the Borrower, a Guarantor or an Unleveraged Non-Domestic Subsidiary or (ii) leased solely by the Borrower, a Guarantor or an Unleveraged Non-Domestic Subsidiary pursuant to a Ground Lease;

(b) such Hotel, or in the case of a Hotel Pool, each Property in such Hotel Pool (i) is not an Asset Under Development and (ii) is in service;

(c) neither such Hotel (or in the case of a Hotel Pool, no Property in such Hotel Pool), nor any interest of the Borrower, such Guarantor or such Unleveraged Non-Domestic Subsidiary therein, is subject to any Lien (other than Permitted Liens of the types described in clauses (a) through (c) or (e) through (i) of the definition thereof or Liens in favor of the Borrower, a Guarantor or such Unleveraged Non-Domestic Subsidiary) or to any Negative Pledge;

(d) if such Hotel or Hotel Pool is owned or leased by a Subsidiary, (i) none of the Borrower’s direct or indirect ownership interest in such Subsidiary is subject to any Lien (other than Permitted Liens of the types described in clauses (a) through (c) or (e)

through (i) of the definition thereof or Liens in favor of the Borrower, a Guarantor or an Unleveraged Non-Domestic Subsidiary) or to any Negative Pledge, and (ii) such Subsidiary has not directly or indirectly guarantied or assumed liability for any Indebtedness of any Subsidiary that is not a Guarantor or an Unleveraged Non-Domestic Subsidiary;

(e) such Hotel, or in the case of a Hotel Pool, each Property in such Hotel Pool, is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters which, collectively, materially impair the value of such Property or Hotel Pool;

(f) such Hotel or Hotel Pool shall be subject to agreements containing terms and conditions which provide the Borrower with substantially the same benefits and risks as Operating Agreements and Ancillary Agreements of Unencumbered Hotels as of the Agreement Date, or otherwise satisfactory to the Agent, with Persons reasonably satisfactory to Agent; and

(g) such Hotel or Hotel Pool (i) has been designated by the Borrower as an “Unencumbered Hotel” on Schedule 6.1(y) or on an Unencumbered Asset Certificate delivered by the Borrower to the Agent pursuant to Section 8.3 or 8.4(o), and (ii) has not been removed voluntarily by the Borrower from “Unencumbered Hotels” pursuant to Section 8.4(p).

“ Unencumbered Mortgage Note ” means a promissory note satisfying all of the following requirements: (a) such promissory note is owned solely by the Borrower, a Guarantor or an Unleveraged Non-Domestic Subsidiary; (b) such promissory note is secured by a Lien on real property and the improvements on which, include, but are not limited to, a hotel, inn or other lodging or leisure facility or other improvements of a type similar to improvements located on the Properties as of the Agreement Date; (c) neither such promissory note, nor any interest of the Borrower, such Guarantor or an Unleveraged Non-Domestic Subsidiary therein, is subject to any Lien (other than Permitted Liens of the types described in clauses (a) through (c) or (e) through (i) of the definition thereof or Liens in favor of the Borrower, a Guarantor or an Unleveraged Non-Domestic Subsidiary) or to any Negative Pledge; (d) if such promissory note is owned by a Subsidiary, (i) none of the Borrower’s direct or indirect ownership interest in such Subsidiary is subject to any Lien (other than Permitted Liens of the types described in clauses (a) through (c) or (e) through (i) of the definition thereof or Liens in favor of the Borrower, a Guarantor or Unleveraged Non-Domestic Subsidiary) or to any Negative Pledge and (ii) the Borrower directly, or indirectly through a Subsidiary, has the right to sell, transfer or otherwise dispose of such promissory note without the need to obtain the consent of any Person; (d) such real property and related improvements are not subject to (i) any other Lien (other than Permitted Liens of the types described in clauses (a) through (c) or (e) through (i) of the definition thereof or Liens in favor of the Borrower, a Guarantor or an Unleveraged Non-Domestic Subsidiary) or (ii) any environmental conditions or other adverse matters which, individually or collectively, materially impair the value of such real property or related improvements; (e) the obligor in respect of such promissory note is not an Affiliate of the Borrower or RMR; (f) if the Borrower or any Subsidiary were to acquire such real property and related improvements, no Default or Event of

Default would result from such acquisition; and (g) such promissory note (i) has been designated by the Borrower as an “Unencumbered Mortgage Note” on Schedule 6.1(y) or on an Unencumbered Asset Certificate delivered by the Borrower to the Agent pursuant to Section 8.3 or 8.4(o), and (ii) has not been removed by the Borrower from “Unencumbered Mortgage Notes” pursuant to Section 8.4(p).

“ Unfunded Liabilities ” means, with respect to any Plan at any time, the amount (if any) by which (a) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (b) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

“ Unleveraged Non-Domestic Subsidiary ” means any Subsidiary (a) the principal Properties of which are Non-Domestic Properties, and (b) which does not have Indebtedness having an aggregate outstanding principal amount in excess of 5.0% of the total assets of such Subsidiary (excluding Indebtedness owed to the Borrower or one or more Guarantors).

“ Unsecured Debt Service ” means, for a given period, Debt Service for such period, with respect to Unsecured Indebtedness of the Borrower and its Subsidiaries.

“ Unsecured Indebtedness ” means, with respect to a Person as of any given date, the aggregate principal amount of all Indebtedness of such Person outstanding at such date that is not Secured Indebtedness (excluding Indebtedness associated with Unconsolidated Affiliates that is not Guaranteed by a Loan Party) and in the case of the Borrower shall include (without duplication) Indebtedness that does not constitute Secured Indebtedness.

“ Wachovia ” means Wachovia Bank, National Association, together with its successors and assigns.

“ Wholly Owned Subsidiary ” means any Subsidiary of a Person in respect of which all of the equity securities or other ownership interests (other than, in the case of a corporation, directors’ qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.

Section 1.2. General; References to Times.

Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted or determined in accordance with GAAP in effect as of the Agreement Date. References in this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules” are to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. References in this Agreement to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or

agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified as of the date of this Agreement and from time to time thereafter to the extent not prohibited hereby and in effect at any given time. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of the Borrower or a Subsidiary of such Subsidiary and a reference to an “Affiliate” means a reference to an Affiliate of the Borrower. Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references to Charlotte, North Carolina time.

ARTICLE II. CREDIT FACILITY

Section 2.1. Revolving Loans.

(a) Generally . Subject to the terms and conditions hereof, during the period from the Effective Date to but excluding the Termination Date, each Lender severally and not jointly agrees to make Revolving Loans to the Borrower in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such Lender’s Commitment. Subject to the terms and conditions of this Agreement, during the period from the Effective Date to but excluding the Termination Date, the Borrower may borrow, repay and reborrow Revolving Loans hereunder.

(b) Requesting Revolving Loans . The Borrower shall give the Agent notice pursuant to a Notice of Borrowing or telephonic notice of each borrowing of Revolving Loans. Each Notice of Borrowing shall be delivered to the Agent before 11:00 a.m. (i) in the case of LIBOR Loans, on the date three Business Days prior to the proposed date of such borrowing and (ii) in the case of Base Rate Loans, on the date one Business Day prior to the proposed date of such borrowing. Any such telephonic notice shall include all information to be specified in a written Notice of Borrowing and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Borrowing sent to the Agent by telecopy on the same day of the giving of such telephonic notice. The Agent will transmit by telecopy the Notice of Borrowing (or the information contained in such Notice of Borrowing) or the information contained in a telephonic notice of borrowing (if such telephonic notice is received prior to a Notice of Borrowing) to each Lender promptly upon receipt by the Agent. Each Notice of Borrowing or telephonic notice of each borrowing shall be irrevocable once given and binding on the Borrower.

(c) Disbursements of Revolving Loan Proceeds . No later than 1:00 p.m. on the date specified in the Notice of Borrowing, each Lender will make available for the account of its applicable Lending Office to the Agent at the Principal Office, in immediately available funds, the proceeds of the Revolving Loan to be made by such Lender. With respect to Revolving Loans to be made after the Effective Date, unless the Agent shall have been notified by any Lender prior to the specified date of borrowing that such Lender does not intend to make available to the Agent the Revolving Loan to be made by such Lender on such date, the Agent may assume that such Lender will make the proceeds of such Revolving Loan available to the

Agent on the date of the requested borrowing as set forth in the Notice of Borrowing and the Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower the amount of such Revolving Loan to be provided by such Lender. Subject to satisfaction of the applicable conditions set forth in Article V. for such borrowing, the Agent will make the proceeds of such borrowing available to the Borrower no later than 2:00 p.m. on the date and at the account specified by the Borrower in such Notice of Borrowing.

(d) Loans Outstanding under Existing Credit Agreement . The Borrower and the Lenders agree that as of the Effective Date all Revolving Loans (as defined in the Existing Credit Agreement) shall be deemed to be Revolving Loans outstanding hereunder. Accordingly, as of the Effective Date, such Revolving Loans shall be allocated among Lenders in accordance with their respective Commitment Percentages, and each Lender agrees to make such payments to the other Lenders and any Person who ceased to be a “Lender” under the Existing Credit Agreement upon the Effective Date in such amounts as are necessary to effect such allocation. All such payments shall be made to the Agent for the account of the Person to be paid and shall be made on a net basis.

Section 2.2. Swingline Loans.

(a) Swingline Loans . Subject to the terms and conditions hereof, during the period from the Effective Date to but excluding the Termination Date, the Swingline Lender agrees to make Swingline Loans to the Borrower in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of the Swingline Commitment. If at any time the aggregate principal amount of the Swingline Loans outstanding at such time exceeds the Swingline Commitment in effect at such time, the Borrower shall immediately pay the Agent for the account of the Swingline Lender the amount of such excess. Subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans hereunder.

(b) Procedure for Borrowing Swingline Loans . The Borrower shall give the Agent and the Swingline Lender notice pursuant to a Notice of Swingline Borrowing or telephonic notice of each borrowing of a Swingline Loan. Each Notice of Swingline Borrowing shall be delivered to the Swingline Lender no later than 3:00 p.m. on the proposed date of such borrowing. Any such telephonic notice shall include all information to be specified in a written Notice of Swingline Borrowing and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Swingline Borrowing sent to the Swingline Lender by telecopy on the same day of the giving of such telephonic notice. On the date of the requested Swingline Loan and subject to satisfaction of the applicable conditions set forth in Article V. for such borrowing, the Swingline Lender will make the proceeds of such Swingline Loan available to the Borrower in Dollars, in immediately available funds, at the account specified by the Borrower in the Notice of Swingline Borrowing not later than 11:00 a.m. on such date if the Swingline Lender received such Notice of Swingline Borrowing by 9:00 a.m. on such date, and otherwise not later than 4:00 p.m. on such date.

(c) Interest . Swingline Loans shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Margin for Base Rate Loans (or at such other rate or rates as the

Borrower and the Swingline Lender may agree from time to time in writing). Interest payable on Swingline Loans is solely for the account of the Swingline Lender. All accrued and unpaid interest on Swingline Loans shall be payable on the dates and in the manner provided in Section 2.4. with respect to interest on Base Rate Loans (except as the Swingline Lender and the Borrower may otherwise agree in writing in connection with any particular Swingline Loan).

(d) Swingline Loan Amounts, Etc . Each Swingline Loan shall be in the minimum amount of $1,000,000 and integral multiples of $500,000 or such other minimum amounts agreed to by the Swingline Lender and the Borrower. Any voluntary prepayment of a Swingline Loan must be in integral multiples of $100,000 or the aggregate principal amount of all outstanding Swingline Loans (or such other minimum amounts upon which the Swingline Lender and the Borrower may agree) and in connection with any such prepayment, the Borrower must give the Swingline Lender prior written notice thereof no later than 10:00 a.m. on the date of such prepayment. The Swingline Loans shall, in addition to this Agreement, be evidenced by the Swingline Note.

(e) Repayment and Participations of Swingline Loans . The Borrower agrees to repay each Swingline Loan within one Business Day of demand therefor by the Swingline Lender and in any event, within 5 Business Days after the date such Swingline Loan was made. Notwithstanding the foregoing, the Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swingline Loans on the Termination Date (or such earlier date as the Swingline Lender and the Borrower may agree in writing). In lieu of demanding repayment of any outstanding Swingline Loan from the Borrower in respect of which the Agent has not either (x) received a Notice of Borrowing indicating that such Swingline Loan is to be repaid with the proceeds thereof or (y) received notice from the Borrower that it intends to repay such Swingline Loan on a specified date and, in the case of this clause (y) only, such Swingline Loan is not repaid by 11:30 a.m. on such date, the Swingline Lender may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), request a borrowing of Revolving Loans (which shall be Base Rate Loans) from the Lenders in an amount equal to the principal balance of such Swingline Loan. The limitations of Section 3.5.(a) shall not apply to any borrowing of Base Rate Loans made pursuant to this subsection. The Swingline Lender shall give notice to the Agent of any such borrowing of Base Rate Loans not later than 12:00 noon on the proposed date of such borrowing, and the Agent shall promptly give notice to the Lenders of any such borrowing of Base Rate Loans. No later than 2:00 p.m. on such date, each Lender will make available to the Agent at the Principal Office for the account of Swingline Lender, in immediately available funds, the proceeds of the Base Rate Loan to be made by such Lender. The Agent shall pay the proceeds of such Base Rate Loans to the Swingline Lender, which shall apply such proceeds to repay such Swingline Loan. At the time each Swingline Loan is made, each Lender shall automatically (and without any further notice or action) be deemed to have purchased from the Swingline Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Commitment Percentage in such Swingline Loan. If the Lenders are prohibited from making Loans required to be made under this subsection for any reason, including without limitation, the occurrence of any Default or Event of Default described in Section 10.1.(f) or 10.1.(g), upon notice from the Agent or the Swingline Lender, each Lender severally agrees to pay to the Agent for the account of the Swingline Lender in respect of such participation the amount of such

Lender’s Commitment Percentage of each outstanding Swingline Loan. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof, at the Federal Funds Rate. If such Lender does not pay such amount forthwith upon the Swingline Lender’s demand therefor, and until such time as such Lender makes the required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of such unpaid participation obligation for all purposes of the Loan Documents (other than those provisions requiring the other Lenders to purchase a participation therein). Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to such Lender hereunder, to the Swingline Lender to fund Swingline Loans in the amount of the participation in Swingline Loans that such Lender failed to purchase pursuant to this Section until such amount has been purchased (as a result of such assignment or otherwise). A Lender’s obligation to make payments in respect of a participation in a Swingline Loan shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation, (i) any claim of setoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have or claim against the Agent, the Swingline Lender or any other Person whatsoever, (ii) the occurrence or continuation of a Default or Event of Default (including without limitation, any of the Defaults or Events of Default described in Sections 10.1.(f) or 10.1.(g)) or the termination of any Lender’s Commitment, (iii) the existence (or alleged existence) of an event or condition which has had or could have a Material Adverse Effect, (iv) any breach of any Loan Document by the Agent, any Lender or the Borrower or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Section 2.3. Letters of Credit.

(a) Letters of Credit . Subject to the terms and conditions of this Agreement, the Agent, on behalf of the Lenders, agrees to issue for the account of the Borrower during the period from and including the Effective Date to, but excluding, the date 30 days prior to the Termination Date one or more letters of credit (each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Commitment Amount.

(b) Terms of Letters of Credit . At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the Agent and the Borrower. Notwithstanding the foregoing, in no event may the expiration date of any Letter of Credit extend beyond the earlier of (i) the date one year from its date of issuance or (ii) the Termination Date.

(c) Requests for Issuance of Letters of Credit . The Borrower shall give the Agent written notice (or telephonic notice promptly confirmed in writing) at least 5 Business Days prior to the requested date of issuance of a Letter of Credit, such notice to describe in reasonable detail the proposed terms of such Letter of Credit and the nature of the transactions or obligations proposed to be supported by such Letter of Credit, and in any event shall set forth with respect to such Letter of Credit (i) the proposed initial Stated Amount, (ii) the beneficiary or beneficiaries,

and (iii) the proposed expiration date. The Borrower shall also execute and deliver such customary letter of credit application forms as requested from time to time by the Agent. Provided the Borrower has given the notice prescribed by the first sentence of this subsection and subject to Section 2.13. and the other terms and conditions of this Agreement, including, without limitation, the satisfaction of any applicable conditions precedent set forth in Article V., the Agent shall issue the requested Letter of Credit on the requested date of issuance for the benefit of the stipulated beneficiary and will notify each Lender of the issuance of such Letter of Credit within a reasonable time after the issuance thereof. Upon the written request of the Borrower, the Agent shall deliver to the Borrower a copy of each issued Letter of Credit within a reasonable time after the date of issuance thereof. To the extent any term of a Letter of Credit Document is inconsistent with a term of any Loan Document, the term of such Loan Document shall control.

(d) Reimbursement Obligations . Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided , however , the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Lender that has acquired a participation therein under the second sentence of Section 2.3.(i) such Lender’s Commitment Percentage of such payment.

(e) Manner of Reimbursement . Upon its receipt of a notice referred to in the immediately preceding subsection (d), the Borrower shall advise the Agent whether or not the Borrower intends to borrow hereunder to finance its obligation to reimburse the Agent for the amount of the related demand for payment. If the Borrower fails to so advise the Agent, or if the Borrower fails to reimburse the Agent for a demand for payment under a Letter of Credit by the date of such payment, then (i) if the applicable conditions contained in Article V. would permit the making of Revolving Loans, the Borrower shall be deemed to have requested a borrowing of Revolving Loans (which shall be Base Rate Loans) in an amount equal to the unpaid Reimbursement Obligation and the Agent shall give each Lender prompt notice (which shall be no later than 12:00 p.m.) of the amount of the Revolving Loan to be made available to the Agent which each Lender shall make available to the Agent not later than 2:00 p.m. on such date and (ii) if such conditions would not permit the making of Revolving Loans, the provisions of subsection (j) of this Section shall apply. The limitations of Section 3.5.(a) shall not apply to any borrowing of Base Rate Loans under this subsection.

(f) Effect of Letters of Credit on Commitments . Upon the issuance by the Agent of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, the Commitment of each Lender shall be deemed to be utilized for all purposes of this Agreement in an amount equal to the product of (i) such Lender’s Commitment Percentage and (ii) the sum of

(A) the Stated Amount of such Letter of Credit plus (B) any related Reimbursement Obligations then outstanding.

(g) Agent’s Duties Regarding Letters of Credit; Unconditional Nature of Reimbursement Obligation . In examining documents presented in connection with drawings under Letters of Credit and making payments under such Letters of Credit against such documents, the Agent shall only be required to use the same standard of care as it uses in connection with examining documents presented in connection with drawings under letters of credit in which it has not sold participations and making payments under such letters of credit. The Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Agent nor any of the Lenders shall be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under any Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telex, telecopy or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit, or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit, or the proceeds of any drawing under any Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Agent or the Lenders. None of the above shall affect, impair or prevent the vesting of any of the Agent’s or any Lender’s rights or powers hereunder. Any action taken or omitted to be taken by the Agent under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create against the Agent or any Lender any liability to the Borrower or any Lender. In this connection, the obligation of the Borrower to reimburse the Agent for any drawing made under any Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including without limitation, the following circumstances: (A) any lack of validity or enforceability of any Letter of Credit Document or any term or provisions therein; (B) any amendment or waiver of or any consent to departure from all or any of the Letter of Credit Documents; (C) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against the Agent, any Lender, any beneficiary of a Letter of Credit or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or in the Letter of Credit Documents or any unrelated transaction; (D) any breach of contract or dispute between the Borrower, the Agent, any Lender or any other Person; (E) any demand, statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein or made in connection therewith being untrue or inaccurate in any respect whatsoever; (F) any non-application or misapplication by the beneficiary of a Letter of Credit or any other Person of the proceeds of any drawing under such Letter of Credit; (G) payment by the Agent under any

Letter of Credit against presentation of a draft or certificate which does not strictly comply with the terms of such Letter of Credit; and (H) any other act, omission to act, delay or circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable defense to or discharge of the Borrower’s Reimbursement Obligations. Notwithstanding anything to the contrary contained in this Section or Section 12.9., but not in limitation of the Borrower’s unconditional obligation to reimburse the Agent for any drawing made under a Letter of Credit as provided in this Section, the Borrower shall have no obligation to indemnify the Agent or any Lender in respect of any liability incurred by the Agent or such Lender arising solely out of the gross negligence or willful misconduct of the Agent or such Lender in respect of a Letter of Credit as actually and finally determined by a court of competent jurisdiction. Except as otherwise provided in this Section, nothing in this Section shall affect any rights the Borrower may have with respect to the gross negligence or willful misconduct of the Agent or any Lender with respect to any Letter of Credit.

(h) Amendments, Etc . The issuance by the Agent of any amendment, supplement or other modification to any Letter of Credit shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through the Agent), and no such amendment, supplement or other modification shall be issued unless either (i) the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii) the Requisite Lenders shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the Fees, if any, payable under the last sentence of Section 3.6.(b).

(i) Lenders’ Participation in Letters of Credit . Immediately upon the issuance by the Agent of any Letter of Credit each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Commitment Percentage of the liability of the Agent with respect to such Letter of Credit and each Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Agent to pay and discharge when due, such Lender’s Commitment Percentage of the Agent’s liability under such Letter of Credit. In addition, upon the making of each payment by a Lender to the Agent in respect of any Letter of Credit pursuant to the immediately following subsection (j), such Lender shall, automatically and without any further action on the part of the Agent or such Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to the Agent by the Borrower in respect of such Letter of Credit and (ii) a participation in a percentage equal to such Lender’s Commitment Percentage in any interest or other amounts payable by the Borrower in respect of such Reimbursement Obligation (other than the Fees payable to the Agent pursuant to the second and last sentences of Section 3.6.(b)).

(j) Payment Obligation of Lenders . Each Lender severally agrees to pay to the Agent on demand in immediately available funds in Dollars the amount of such Lender’s Commitment Percentage of each drawing paid by the Agent under each Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.3.(d); provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Lender shall be

required to fund, whether as a Revolving Loan or as a participation, shall not exceed such Lender’s Commitment Percentage of such drawing. Each Lender’s obligation to make such payments to the Agent under this subsection, and the Agent’s right to receive the same, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Lender to make its payment under this subsection, (ii) the financial condition of the Borrower or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 10.1.(f) or 10.1.(g) or (iv) the termination of the Commitments. Each such payment to the Agent shall be made without any offset, abatement, withholding or deduction whatsoever.

(k) Information to Lenders . Upon the request of any Lender from time to time, the Agent shall deliver to such Lender information reasonably requested by such Lender with respect to each Letter of Credit then outstanding. Other than as set forth in this subsection, the Agent shall have no duty to notify the Lenders regarding the issuance or other matters regarding Letters of Credit issued hereunder. The failure of the Agent to perform its requirements under this subsection shall not relieve any Lender from its obligations under Section 2.3.(j).

Section 2.4. Rates and Payment of Interest on Loans.

(a) Rates . The Borrower promises to pay to the Agent for the account of each Lender interest on the unpaid principal amount of each Loan made by such Lender for the period from and including the date of the making of such Loan to but excluding the date such Loan shall be paid in full, at the following per annum rates:

(i) during such periods as such Loan is a Base Rate Loan, at the Base Rate (as in effect from time to time) plus the Applicable Margin; and

(ii) during such periods as such Loan is a LIBOR Loan, at the Adjusted Eurodollar Rate for such Loan for the Interest Period therefor plus the Applicable Margin.

Notwithstanding the foregoing, during the continuance of an Event of Default, the Borrower shall pay to the Agent for the account of each Lender interest at the Post-Default Rate on the outstanding principal amount of any Loan made by such Lender, on all Reimbursement Obligations and on any other amount payable by the Borrower hereunder or under the Notes held by such Lender to or for the account of such Lender (including without limitation, accrued but unpaid interest to the extent permitted under Applicable Law).

(b) Payment of Interest . Accrued interest on each Loan shall be payable (i) in the case of a Base Rate Loan, monthly in arrears on the first day of each calendar month, (ii) in the case of a LIBOR Loan, on the last day of each Interest Period therefor, and if such Interest Period is longer than three months, at three month intervals following the first day of such Interest Period, and (iii) in the case of any Loan, upon the payment, prepayment or Continuation thereof or the Conversion of such Loan to a Loan of another Type (but only on the principal amount so paid, prepaid, Continued or Converted). Interest payable at the Post-Default Rate shall be payable from time to time on demand. Promptly after the determination of any interest

rate provided for herein or any change therein, the Agent shall give notice thereof to the Lenders to which such interest is payable and to the Borrower. All determinations by the Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest error.

(c) Ratings Change . If the Applicable Margin shall change as a result of a change in the Borrower’s Credit Rating and then within a 90-day period change back to the Applicable Margin in effect at the beginning of such period as a result of another change in such Credit Rating, and (i) if the initial change in the Applicable Margin were an increase, then the Borrower will receive as a credit against its Obligations any incremental interest expense with respect to the Loans and the Facility Fee for the period during which the increase existed and (ii) if the initial change in the Applicable Margin were a decrease, then the Borrower shall promptly pay to the Agent for the benefit of the Lenders additional interest with respect to the Loans and additional Facility Fees for the period during which the decrease existed determined as if such decrease had not occurred.

Section 2.5. Number of Interest Periods.

There may be no more than 6 different Interest Periods for LIBOR Loans outstanding at the same time.

Section 2.6. Repayment of Loans.

The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Loans, together with all other amounts then outstanding under this Agreement, on the Termination Date.

Section 2.7. Prepayments.

(a) Optional . Subject to Section 4.4., the Borrower may prepay any Loan at any time without premium or penalty. The Borrower shall give the Agent at least one Business Day’s prior written notice of the prepayment of any Revolving Loan and the Agent shall give each Lender notice of any such prepayment promptly upon receipt of such notice from the Borrower.

(b) Mandatory . If at any time the aggregate principal amount of all outstanding Revolving Loans, together with the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Swingline Loans, exceeds the aggregate amount of the Commitments in effect at such time, the Borrower shall immediately pay to the Agent for the accounts of the Lenders the amount of such excess. Such payment shall be applied to pay all amounts of principal outstanding on the Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time the remainder, if any, shall be deposited into the Collateral Account for application as provided in Section 10.5. If any outstanding LIBOR Loans are paid by reason of this subsection (b) prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 4.4.

Section 2.8. Continuation.

So long as no Default or Event of Default shall exist, the Borrower may on any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Agent a Notice of Continuation not later than 11:00 a.m. on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telephone or telecopy, confirmed immediately in writing if by telephone, in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR Loans and portions thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Agent shall notify each Lender by telecopy, or other similar form of transmission, of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, or if a Default or Event of Default shall exist at such time, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of Section 2.9. or the Borrower’s failure to comply with any of the terms of such Section.

Section 2.9. Conversion.

So long as no Default or Event of Default shall exist, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Agent, Convert all or a portion of a Revolving Loan of one Type into a Revolving Loan of another Type. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted. Each such Notice of Conversion shall be given not later than 11:00 a.m. on the Business Day prior to the date of any proposed Conversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Agent shall notify each Lender by telecopy, or other similar form of transmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telephone (confirmed immediately in writing) or telecopy in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Section 2.10. Notes.

(a) Revolving Note . The Revolving Loans made by each Lender shall, in addition to this Agreement, also be evidenced by a promissory note of the Borrower substantially in the form of Exhibit H (each a “Revolving Note”), payable to the order of such Lender in a principal

amount equal to the amount of its Commitment as originally in effect and otherwise duly completed.

(b) Records . The date, amount, interest rate, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest error.

(c) Lost, Stolen, Destroyed or Mutilated Notes . Upon receipt by the Borrower of (i) written notice from a Lender that a Note of such Lender has been lost, stolen, destroyed or mutilated, and (ii) (A) in the case of loss, theft or destruction, an unsecured agreement of indemnity from such Lender in form reasonably satisfactory to the Borrower, or (B) in the case of mutilation, upon surrender and cancellation of such Note, the Borrower shall at its own expense execute and deliver to such Lender a new Note dated the date of such lost, stolen, destroyed or mutilated Note.

Section 2.11. Voluntary Reductions of the Commitment.

The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Commitments (for which purpose use of the Commitments shall be deemed to include the aggregate amount of Letter of Credit Liabilities and the aggregate principal amount of all outstanding Swingline Loans) at any time and from time to time without penalty or premium upon not less than 15 Business Days prior written notice to the Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction and shall be irrevocable once given and effective only upon receipt by the Agent. The Agent will promptly transmit such notice to each Lender. The Commitments may not be reduced below $200,000,000 in the aggregate unless the Borrower terminates the Commitments in their entirety, and, once terminated or reduced, the Commitments may not be increased or reinstated. Any reduction in the aggregate amount of the Commitments shall result in a proportionate reduction (rounded to the next lowest integral multiple of multiple of $100,000) in the Swingline Commitment and the L/C Commitment Amount.

Section 2.12. Expiration or Maturity Date of Letters of Credit Past Termination Date.

If on the date (the “Facility Termination Date”) the Commitments are terminated (whether voluntarily, by reason of the occurrence of an Event of Default or otherwise), there are any Letters of Credit outstanding hereunder, the Borrower shall, on or before the Facility Termination Date, pay to the Agent an amount of money equal to the Stated Amount of such Letter(s) of Credit for deposit into the Collateral Account.

Section 2.13. Amount Limitations.

Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, the Agent shall not be required to issue a Letter of Credit and no reduction of the Commitments pursuant to Section 2.11. shall take effect, if immediately after the making of such Loan, the issuance of such Letter of Credit or such reduction in the Commitments the aggregate principal amount of all outstanding Revolving

Loans, together with the aggregate principal amount of all outstanding Swingline Loans and the aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate amount of the Commitments at such time.

Section 2.14. Increase of Commitments.

Subject to the approval of the Agent (which shall not be unreasonably withheld or delayed), the Borrower shall have the right to request increases in the aggregate amount of the Commitments (provided that there shall be no more than three such increases in the Commitments and after giving effect to any such increase in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $1,500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $35,000,000 and integral multiples of $10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Sections 2.2.(e) or 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Section 2.15. Extension of Termination Date.

The Borrower may request that the Agent and the Lenders extend the current Termination Date by one year by executing and delivering to the Agent at least 30 days but not more than 90 days prior to the current Termination Date, a written request for such extension. The Agent shall forward to each Lender a copy of any such request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be

extended for one year: (a) no Default or Event of Default shall exist as of the date of the current Termination Date or would exist immediately after giving effect to the requested extension; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party would be true and correct immediately after giving effect to the requested extension of the Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) the Borrower shall have paid the Fees payable under Section 3.6.(d). The Termination Date may only be extended one time pursuant to this Section.

ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

Section 3.1. Payments.

Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrower under this Agreement or any other Loan Document shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Agent at its Principal Office, not later than 2:00 p.m. on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Sections 3.2. and 3.3., the Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time from any special or general deposit account of the Borrower with the Agent (with notice to the Borrower). The Borrower shall, at the time of making each payment under this Agreement or any Note, specify to the Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender at the applicable Lending Office of such Lender no later than 5:00 p.m. on the date of the Agent’s receipt thereof. If the Agent fails to pay such amount to a Lender as provided in the previous sentence, the Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall be payable for the period of such extension.

Section 3.2. Pro Rata Treatment.

Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Section 2.1.(a) shall be made from the Lenders, each payment of the Fees under Section 3.6.(a), the first sentence of Section 3.6.(b) and Sections 3.6.(c) and (d) shall be made for the account of the Lenders, and each termination or reduction of the amount of the Commitments under Section 2.11. shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall

not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6.) shall be made pro rata among the Lenders according to the amounts of their respective Commitments (in the case of making of Revolving Loans) or their respective Revolving Loans (in the case of Conversions and Continuations of Revolving Loans) and the then current Interest Period for each Lender’s portion of each Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.3., shall be pro rata in accordance with their respective Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.2., shall be pro rata in accordance with their respective Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired a participating interest in any such Swingline Loan pursuant to Section 2.2.(e)).

Section 3.3. Sharing of Payments, Etc.

If a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement, or shall obtain payment on any other Obligation owing by the Borrower or a Loan Party through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2. or Section 10.4., as applicable, such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with Section 3.2. or Section 10.4. To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Section 3.4. Several Obligations.

No Lender shall be responsible for the failure of any other Lender to make a Loan or to perform any other obligation to be made or performed by such other Lender hereunder, and the failure of any Lender to make a Loan or to perform any other obligation to be made or performed by it hereunder shall not relieve the obligation of any other Lender to make any Loan or to perform any other obligation to be made or performed by such other Lender.

Section 3.5. Minimum Amounts.

(a) Borrowings and Conversions . Except as otherwise provided in Sections 2.2.(e) and 2.3.(e), each borrowing of Base Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess thereof (or in any case, the aggregate amount of the unused Commitments). Each borrowing of and each Conversion to LIBOR Loans shall be in the aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount.

(b) Prepayments . Each voluntary prepayment of Revolving Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess thereof (or, if less, the aggregate principal amount of Revolving Loans then outstanding).

(c) Reductions of Commitments . Each reduction of the Commitments under Section 2.11. shall be in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof.

(d) Letters of Credit . The initial Stated Amount of each Letter of Credit shall be at least $500,000.

Section 3.6. Fees.

(a) Facility Fees . The Borrower agrees to pay to the Agent for the account of each Lender a facility fee equal to the average daily amount of the Commitment of such Lender (whether or not utilized) times the Facility Fee for the period from and including the Agreement Date to but excluding the date such Lender’s Commitment is terminated or reduced to zero or the Termination Date, such fee to be paid in arrears on (i) the last Business Day of March, June, September and December in each year, (ii) the date of each reduction in the Commitments (but only on the amount of the reduction) and (iii) on the Termination Date.

(b) Letter of Credit Fees . The Borrower agrees to pay to the Agent for the account of each Lender a letter of credit fee at a rate per annum equal to the Applicable Margin for LIBOR Loans times the daily average Stated Amount of each Letter of Credit for the period from and including the date of issuance of such Letter of Credit (x) to and including the date such Letter of Credit expires or is terminated or (y) to but excluding the date such Letter of Credit is drawn in full and is not subject to reinstatement, as the case may be. In addition, the Borrower shall pay to the Agent for its own account and not the account of any Lender, a fronting fee in respect of each Letter of Credit at the rate equal to one-eighth of one percent (0.125%) per annum on the daily average Stated Amount of such Letter of Credit for the period from and including the date of

issuance of such Letter of Credit (A) to and including the date such Letter of Credit expires or is terminated or (B) to but excluding the date such Letter of Credit is drawn in full. The fees provided for in the immediately preceding two sentences shall be nonrefundable and payable in arrears (i) on the last Business Day of March, June, September and December in each year, (ii) on the Termination Date, (iii) on the date the Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Agent. The Borrower shall pay directly to the Agent from time to time on demand all commissions, charges, costs and expenses in the amounts customarily charged by the Agent from time to time in like circumstances with respect to the issuance of each Letter of Credit, drawings, amendments and other transactions relating thereto.

(c) Administrative and Other Fees . The Borrower agrees to pay the administrative and other fees of the Agent as may be agreed to in writing from time to time.

(d) Extension Fees . If, pursuant to Section 2.15., the Termination Date is extended, the Borrower agrees to pay to the Agent for the account of each Lender an extension fee equal to 0.20% of each such Lender’s Commitment at the time of such extension. Payment of such fees shall be a condition precedent to the effectiveness of any such extension.

Section 3.7. Computations.

Unless otherwise expressly set forth herein, any accrued interest on any Loan, any Fees or any other Obligations due hereunder shall be computed on the basis of a year of 360 days and the actual number of days elapsed.

Section 3.8. Usury.

In no event shall the amount of interest due or payable on the Loans or other Obligations exceed the maximum rate of interest allowed by Applicable Law and, if any such payment is paid by the Borrower or any other Loan Party or received by any Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the respective Lender in writing that the Borrower elects to have such excess sum returned to it forthwith. It is the express intent of the parties hereto that the Borrower not pay and the Lenders not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Borrower under Applicable Law.

Section 3.9. Agreement Regarding Interest and Charges.

The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower for the use of money in connection with this Agreement is and shall be the interest specifically described in Section 2.4.(a)(i) and (ii) and in Section 2.2.(c). Notwithstanding the foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees, facility fees, closing fees, letter of credit fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Agent or any Lender to third parties or for damages incurred by the Agent or any Lender, or any other similar amounts are charges made to compensate the Agent or any such Lender for underwriting or administrative services and costs or losses

performed or incurred, and to be performed or incurred, by the Agent and the Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges for the use of money. All charges other than charges for the use of money shall be fully earned and nonrefundable when due.

Section 3.10. Statements of Account.

The Agent will account to the Borrower monthly with a statement of Loans, Letters of Credit, accrued interest and Fees, charges and payments made pursuant to this Agreement and the other Loan Documents, and such account rendered by the Agent shall be deemed conclusive upon Borrower absent manifest error. The failure of the Agent to deliver such a statement of accounts shall not relieve or discharge the Borrower from any of its obligations hereunder.

Section 3.11. Defaulting Lenders.

(a) Generally . If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

(b) Purchase or Cancellation of Defaulting Lender’s Commitment . Any Lender who is not a Defaulting Lender shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrower no sooner than 2 Business Days and not later than 5 Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender’s Commitment in proportion to the Commitments of the other

Lenders exercising such right. If after such 5th Business Day, the Lenders have not elected to purchase all of the Commitment of such Defaulting Lender, then the Borrower may, by giving written notice thereof to the Agent, such Defaulting Lender and the other Lenders, either (i) demand that such Defaulting Lender assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5.(d) for the purchase price provided for below or (ii) terminate the Commitment of such Defaulting Lender, whereupon such Defaulting Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents (except as expressly provided in this subsection (b)). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. Upon any such purchase or assignment, the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Acceptance Agreement and, notwithstanding Section 12.5.(d), shall pay to the Agent an assignment fee in the amount of $7,000. The purchase price for the Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Agent from or on behalf of the Borrower. There shall be no recourse against any Lender or the Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans.

Section 3.12. Taxes.

(a) Taxes Generally . All payments by the Borrower of principal of, and interest on, the Loans and all other Obligations shall be made free and clear of and without deduction for any present or future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) franchise taxes, (ii) any taxes (other than withholding taxes) that would not be imposed but for a connection between the Agent or a Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Agent or such Lender pursuant to or in respect of this Agreement or any other Loan Document), (iii) any taxes imposed on or measured by any Lender’s assets, net income, receipts or branch profits, (iv) any taxes arising after the Agreement Date solely as a result of or attributable to a Lender changing its designated Lending Office after the date such Lender becomes a party hereto, and (v) any taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges to the extent imposed as a result of the failure of the Agent or a Lender, as applicable, to provide and keep current (to the extent legally able) any certificates, documents or other evidence required to qualify for an exemption from, or reduced rate of, any such taxes fees, duties, levies, imposts, charges, deductions, withholdings or other charges or required by the immediately following subsection (c) to be furnished by the Agent or such Lender, as applicable (such non-excluded

items being collectively called “Taxes”). If any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower will:

(i) pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted;

(ii) promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such Governmental Authority; and

(iii) pay to the Agent for its account or the account of the applicable Lender, as the case may be, such additional amount or amounts as is necessary to ensure that the net amount actually received by the Agent or such Lender will equal the full amount that the Agent or such Lender would have received had no such withholding or deduction been required.

(b) Tax Indemnification . If the Borrower fails to pay any Taxes when due to the appropriate Governmental Authority or fails to remit to the Agent, for its account or the account of the respective Lender, as the case may be, the required receipts or other required documentary evidence, the Borrower shall indemnify the Agent and the Lenders for any incremental Taxes, interest or penalties that may become payable by the Agent or any Lender as a result of any such failure. For purposes of this Section, a distribution hereunder by the Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower.

(c) Tax Forms . Prior to the date that any Lender or participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Person shall deliver to the Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Lender or participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax or (ii) not subject to United States Federal withholding tax under the Internal Revenue Code because such payment is either effectively connected with the conduct by such Lender or participant of a trade or business in the United States or totally exempt from United States Federal withholding tax by reason of the application of the provisions of a treaty to which the United States is a party or such Lender is otherwise wholly exempt. In addition, any such Lender or participant shall deliver to the Borrower and the Agent further copies of any such certificate, document or other evidence on or before the date that any such certificate, document or other evidence expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it, in each case establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax or (ii) not subject to United States Federal withholding tax under the Internal Revenue Code because such payment is either effectively connected with the conduct by such Lender or participant of a trade or business in the United States or totally exempt from United States Federal withholding tax by reason of the application of the provisions of a treaty to which the United States is a party or such Lender or participant, as

applicable, is otherwise wholly exempt, unless an event (including, without limitation, any change in Applicable Law) has occurred prior to the date on which any such delivery would otherwise be required which renders all such certificates, documents and other evidence wholly inapplicable or which would prevent such Lender or participant, as applicable, from duly completing and delivering any such certificates, documents or other evidence form with respect to it, and such Lender or participant, as applicable, so advises the Borrower and the Agent in writing.

ARTICLE IV. YIELD PROTECTION, ETC.

Section 4.1. Additional Costs; Capital Adequacy.

(a) Additional Costs . The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a)); or (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of the Adjusted Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

(b) Lender’s Suspension of LIBOR Loans . Without limiting the effect of the provisions of the immediately preceding subsection (a), if, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Lender to make or Continue, or to Convert any other Type of Loans into, LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.6. shall apply).

(c) Additional Costs in Respect of Letters of Credit . Without limiting the obligations of the Borrower under the preceding subsections of this Section (but without duplication), if as a result of any Regulatory Change or any risk-based capital guideline or other requirement heretofore or hereafter issued by any Governmental Authority there shall be imposed, modified or deemed applicable any tax, reserve, special deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit and the result shall be to increase the cost to the Agent of issuing (or any Lender of purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or reduce any amount receivable by the Agent or any Lender hereunder in respect of any Letter of Credit, then, upon demand by the Agent or such Lender, the Borrower shall pay promptly, and in any event within 3 Business Days of demand, to the Agent for its account or the account of such Lender, as applicable, from time to time as specified by the Agent or a Lender, such additional amounts as shall be sufficient to compensate the Agent or such Lender for such increased costs or reductions in amount.

(d) Notification and Determination of Additional Costs . Each of the Agent and each Lender agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, the failure of the Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided , however , that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Agent and or such Lender agrees to furnish to the Borrower a certificate setting forth the basis and amount of each request by the Agent or such Lender for compensation under this Section. Absent manifest error, determinations by the Agent or any Lender of the effect of any Regulatory Change shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith.

Section 4.2. Suspension of LIBOR Loans.

Anything herein to the contrary notwithstanding, if, on or prior to the determination of any Adjusted Eurodollar Rate for any Interest Period:

(a) the Agent reasonably determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate for such Interest Period, or

(b) the Agent reasonably determines (which determination shall be conclusive) that the Adjusted Eurodollar Rate will not adequately and fairly reflect the cost to the Lenders of making or maintaining LIBOR Loans for such Interest Period;

then the Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay such Loan or Convert such Loan into a Base Rate Loan.

Section 4.3. Illegality.

Notwithstanding any other provision of this Agreement, if it becomes unlawful for any Lender to honor its obligation to make or maintain LIBOR Loans hereunder, then such Lender shall promptly notify the Borrower thereof (with a copy to the Agent) and such Lender’s obligation to make or Continue, or to Convert Loans of any other Type into, LIBOR Loans shall be suspended until such time as such Lender may again make and maintain LIBOR Loans (in which case the provisions of Section 4.6. shall be applicable).

Section 4.4. Compensation.

The Borrower shall pay to the Agent for the account of each Lender, upon the request of such Lender through the Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) to compensate it for any loss, cost or expense that such Lender determines is attributable to:

(a) any payment or prepayment (whether mandatory or optional) of a LIBOR Loan, or Conversion of a LIBOR Loan, made by such Lender for any reason (including, without limitation, acceleration) on a date other than the last day of the Interest Period for such Loan; or

(b) any failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified in Article V. to be satisfied) to borrow a LIBOR Loan from such Lender on the date requested for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or Continue a LIBOR Loan on the requested date of such Conversion or Continuation.

Upon the Borrower’s request, any Lender requesting compensation under this Section shall provide the Borrower with a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof. Absent manifest error, determinations by any Lender in any such statement shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith.

Section 4.5. Affected Lenders.

If (a) a Lender requests compensation pursuant to Section 3.12. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon

such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5.(d) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or (ii) pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Commitment of the Affected Lender shall be terminated and the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.12., 4.1. or 12.9.

Section 4.6. Treatment of Affected Loans.

If the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(b), 4.2. or 4.3., then such Lender’s LIBOR Loans shall be automatically Converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion required by Section 4.1.(b) or 4.3., on such earlier date as such Lender may specify to the Borrower with a copy to the Agent) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 4.1. or 4.3. that gave rise to such Conversion no longer exist:

(a) to the extent that such Lender’s LIBOR Loans have been so Converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s LIBOR Loans shall be applied instead to its Base Rate Loans; and

(b) all Loans that would otherwise be made or Continued by such Lender as LIBOR Loans shall be made or Continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be Converted into LIBOR Loans shall remain as Base Rate Loans.

If such Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in Section 4.1. or 4.3. that gave rise to the Conversion of such Lender’s LIBOR Loans pursuant to this Section no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBOR Loans made by other Lenders are outstanding, then such Lender’s Base Rate Loans shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding LIBOR

Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective Commitments.

Section 4.7. Change of Lending Office.

Each Lender agrees that it will use reasonable efforts to designate an alternate Lending Office with respect to any of its Loans affected by the matters or circumstances described in Sections 3.12., 4.1. or 4.3. to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous to such Lender as determined by such Lender in its sole discretion, except that such Lender shall have no obligation to designate a Lending Office located in the United States of America.

Section 4.8. Assumptions Concerning Funding of LIBOR Loans.

Calculation of all amounts payable to a Lender under this Article IV. shall be made as though such Lender had actually funded LIBOR Loans through the purchase of deposits in the relevant market bearing interest at the rate applicable to such LIBOR Loans in an amount equal to the amount of the LIBOR Loans and having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Loans in any manner it sees fit and the foregoing assumption shall be used only for calculation of amounts payable under this Article IV.

ARTICLE V. CONDITIONS PRECEDENT

Section 5.1. Initial Conditions Precedent.

The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the following conditions precedent:

(a) The Agent shall have received each of the following, in form and substance satisfactory to the Agent:

(i) Counterparts of this Agreement executed by each of the parties hereto;

(ii) Revolving Notes executed by the Borrower, payable to each Lender and complying with the applicable provisions of Section 2.10., and the Swingline Note executed by the Borrower;

(iii) The Guaranty executed by each Guarantor existing as of the Effective Date;

(iv) An opinion of Sullivan & Worcester LLP, counsel to the Loan Parties, and an opinion of Venable LLP, special Maryland counsel to the Loan Parties, addressed to the Agent and the Lenders and covering such matters as are customary for financings of the type contemplated by the Loan Documents and such other matters as the Agent may reasonably request;

(v) The declaration of trust of the Borrower certified as of a recent date by the Department of Assessments and Taxation of the State of Maryland;

(vi) A good standing certificate with respect to the Borrower issued as of a recent date by the Department of Assessments and Taxation of the State of Maryland and certificates of qualification to transact business or other comparable certificates issued by the Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect;

(vii) A certificate of incumbency signed by the Secretary or Assistant Secretary of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver the Loan Documents to which the Borrower is a party and the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation and Notices of Conversion and to request the issuance of Letters of Credit;

(viii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of all corporate (or comparable) action taken by the Borrower to authorize the execution, delivery and performance of the Loan Documents to which the Borrower is a party;

(ix) The Governing Documents of each Guarantor certified as of a recent date by the Secretary of State of the State of formation of such Guarantor;

(x) A certificate of good standing or certificate of similar meaning with respect to each Guarantor issued as of a recent date by the Secretary of State of the State of formation of each such Guarantor and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Guarantor is required to be so qualified and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect;

(xi) A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Guarantor with respect to each of the officers of such Guarantor authorized to execute and deliver the Loan Documents to which such Guarantor is a party;

(xii) Copies certified by the Secretary or Assistant Secretary of each Guarantor (or other individual performing similar functions) of (i) the by-laws of such Guarantor, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Guarantor to authorize the execution, delivery and performance of the Loan Documents to which it is a party;

(xiii) A copy of (y) all Operating Agreements, all Ancillary Agreements and the Advisory Agreement, in each case certified as true, correct and complete by the chief operating officer or chief financial officer of the Borrower, and (z) an Operating Agreement Abstract with respect to each Operating Agreement for the Unencumbered Hotels;

(xiv) The Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date;

(xv) A Compliance Certificate calculated as of December 31, 2004; and

(xvi) Such other documents, agreements and instruments as the Agent on behalf of the Lenders may reasonably request; and

(b) In the good faith judgment of the Agent and the Lenders:

(i) There shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect;

(ii) No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;

(iii) The Borrower and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and

(iv) There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Documents.

Section 5.2. Conditions Precedent to All Loans and Letters of Credit.

The obligations of the Lenders to make any Loans and of the Agent to issue Letters of Credit are all subject to the further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) in the case of the borrowing of Loans, the Agent shall have received a timely Notice of Borrowing or Notice of Swingline Borrowing, as the case may be. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made or Letter of Credit is issued that all conditions to the occurrence of such Credit Event contained in this Article V. have been satisfied.

Section 5.3. Conditions as Covenants.

If the Lenders make any Loans, or the Agent issues a Letter of Credit, prior to the satisfaction of all conditions precedent set forth in Sections 5.1. and 5.2., the Borrower shall nevertheless cause such condition or conditions to be satisfied within 5 Business Days after the date of the making of such Loans or the issuance of such Letter of Credit.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

Section 6.1. Representations and Warranties.

In order to induce the Agent and each Lender to enter into this Agreement and to make Loans and issue Letters of Credit, the Borrower represents and warrants to the Agent and each Lender as follows:

(a) Organization; Power; Qualification . Each of the Borrower and its Subsidiaries is a corporation, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized would have, in each instance, a Material Adverse Effect.

(b) Ownership Structure . As of the Agreement Date Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, an Excluded Subsidiary and/or an Unleveraged Non-Domestic Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (i) each of the Borrower and its Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Agreement Date Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

(c) Authorization of Agreement, Etc . The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

(d) Compliance of Loan Documents with Laws, Etc . The execution, delivery and performance of this Agreement, the Notes and the other Loan Documents to which the Borrower or any other Loan Party is a party in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Borrower or any other Loan Party, or any indenture, agreement or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any other Loan Party.

(e) Compliance with Law; Governmental Approvals . The Borrower, each Subsidiary and each other Loan Party is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Law (including without limitation, Environmental Laws) relating to the Borrower, a Subsidiary or such other Loan Party except for noncompliances which, and Governmental Approvals the failure to possess which, would not, individually or in the aggregate, cause a Default or Event of Default or have a Material Adverse Effect.

(f) Title to Properties; Liens; Title Insurance . As of the Agreement Date, Part I of Schedule 6.1.(f) sets forth all of the real property owned or leased by the Borrower, each other Loan Party and each other Subsidiary. Each such Person has good, marketable and legal title to, or a valid leasehold interest in, its respective assets. As of the Agreement Date, there are no Liens against any assets of the Borrower, any Subsidiary or any other Loan Party except for Permitted Liens. As to all or substantially all of the Hotels, the Borrower or a Subsidiary is the named insured under a policy of title insurance issued by a title insurer licensed to do business in the jurisdiction where such Hotel is located. As to each such policy of title insurance (i) the coverage amount equals or exceeds the acquisition cost of the related Hotel; (ii) exceptions to title do not include any Liens, except for Permitted Liens and Liens that have been released prior to the Effective Date; (iii) no claims are pending that, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and (iv) no title insurer has given notice to the insured Person that such policy of title insurance is no longer in effect. Except for Permitted Liens, neither Borrower nor any Subsidiary has knowledge of any defect in title that could, individually or in the aggregate, have a Material Adverse Effect.

(g) Existing Indebtedness . Schedule 6.1.(g) is, as of March 31, 2005, a complete and correct listing of all Indebtedness of the Borrower and its Subsidiaries, including without limitation, Guarantees of the Borrower and its Subsidiaries, and indicating whether such Indebtedness is Secured Indebtedness or Unsecured Indebtedness. During the period from such date to the Agreement Date, neither the Borrower nor any Subsidiary incurred any material Indebtedness except as set forth on such Schedule. The Borrower and its Subsidiaries have performed and are in compliance with all of the terms of such Indebtedness and all instruments and agreements relating thereto, and no default or event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute such a default or event of default, exists with respect to any such Indebtedness.

(h) Material Contracts and Operating Agreements and Ancillary Agreements . Schedule 6.1.(h) is, as of the Agreement Date, a true, correct and complete listing of all Material Contracts, Operating Agreements and Ancillary Agreements. Each of the Borrower, its Subsidiaries and the other Loan Parties that is a party to any Material Contract has performed and is in compliance with all of the terms of such Material Contract, and no default or event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute such a default or event of default, exists with respect to any such Material Contract. All Operating Agreement Abstracts provided by the Borrower to the Agent accurately summarize the relevant provisions of the Operating Agreements required to be described therein, and such Operating Agreement Abstracts are correct in all material respects.

(i) Litigation . Except as set forth on Schedule 6.1.(i), there are no actions, suits or proceedings pending (nor, to the knowledge of the Borrower, are there any actions, suits or proceedings threatened, nor is there any basis therefor) against or in any other way relating adversely to or affecting the Borrower, any Subsidiary or any other Loan Party or any of its respective property in any court or before any arbitrator of any kind or before or by any other Governmental Authority which could reasonably be expected to have a Material Adverse Effect. There are no strikes, slow downs, work stoppages or walkouts or other labor disputes in progress or threatened relating to the Borrower, any Subsidiary or any other Loan Party which could reasonably be expected to have a Material Adverse Effect.

(j) Taxes . All federal, state and other tax returns of the Borrower, any Subsidiary or any other Loan Party required by Applicable Law to be filed have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon the Borrower, any Subsidiary and each other Loan Party and its respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment which is at the time permitted under Section 7.6. As of the Agreement Date, none of the United States income tax returns of the Borrower, its Subsidiaries or any other Loan Party is under audit. All charges, accruals and reserves on the books of the Borrower and each of its Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP.

(k) Financial Statements . The Borrower has furnished to each Lender copies of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal year ending December 31, 2004, and the related audited consolidated statements of income, shareholders’ equity and cash flow for the fiscal year ending on such date, with the opinion thereon of Ernst & Young LLP. Such financial statements (including in each case related schedules and notes) are complete and correct and present fairly, in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Borrower and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods. Neither the Borrower nor any of its Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements or except as set forth on Schedule 6.1.(k).

(l) No Material Adverse Change . Since December 31, 2004, there has been no material adverse change in the consolidated financial condition, results of operations, business or prospects of the Borrower and its consolidated Subsidiaries taken as a whole. Each of the Borrower, its Subsidiaries and the other Loan Parties is Solvent.

(m) ERISA . Each member of the ERISA Group is in compliance with its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan, except in each case for noncompliances which could not reasonably be expected to have a Material Adverse Effect. As of the Agreement Date, no member of the ERISA Group has (i) sought a waiver of the minimum funding standard under

Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.

(n) Not Plan Assets; No Prohibited Transaction . None of the assets of the Borrower, any Subsidiary or any other Loan Party constitute “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. The execution, delivery and performance of this Agreement and the other Loan Documents, and the borrowing and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.

(o) Absence of Defaults . Neither the Borrower, any Subsidiary nor any other Loan Party is in default under its Governing Documents, and no event has occurred, which has not been remedied, cured or waived: (i) which constitutes a Default or an Event of Default; or (ii) which constitutes, or which with the passage of time, the giving of notice, a determination of materiality, the satisfaction of any condition, or any combination of the foregoing, would constitute, a default or event of default by the Borrower, any Subsidiary or any other Loan Party under any agreement (other than this Agreement) or judgment, decree or order to which the Borrower or any Subsidiary or other Loan Party is a party or by which the Borrower or any Subsidiary or other Loan Party or any of their respective properties may be bound where such default or event of default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(p) Environmental Laws . Each of the Borrower, its Subsidiaries and the other Loan Parties has obtained all Governmental Approvals which are required under Environmental Laws and is in compliance with all terms and conditions of such Governmental Approvals which the failure to obtain or to comply with could reasonably be expected to have a Material Adverse Effect. Except for any of the following matters that could not be reasonably expected to have a Material Adverse Effect, (i) the Borrower is not aware of, and has not received notice of, any past, present, or future events, conditions, circumstances, activities, practices, incidents, actions, or plans which, with respect to the Borrower, its Subsidiaries and each other Loan Party, may interfere with or prevent compliance or continued compliance with Environmental Laws, or may give rise to any common-law or legal liability, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study, or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling or the emission, discharge, release or threatened release into the environment, of any pollutant, contaminant, chemical, or industrial, toxic, or other Hazardous Material; and (ii) there is no civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, notice of violation, investigation, or proceeding pending or, to the Borrower’s knowledge after due inquiry, threatened, against the Borrower, its Subsidiaries and each other Loan Party relating in any way to Environmental Laws.

(q) Investment Company; Public Utility Holding Company . Neither the Borrower nor any Subsidiary nor any other Loan Party is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to any other Applicable Law which purports to regulate or restrict its ability to borrow money or to consummate the transactions contemplated by this Agreement or to perform its obligations under any Loan Document to which it is a party.

(r) Margin Stock . Neither the Borrower, any Subsidiary nor any other Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.

(s) Affiliate Transactions . Except as permitted by Section 9.10., neither the Borrower, any Subsidiary nor any other Loan Party is a party to or bound by any agreement or arrangement (whether oral or written) to which any Affiliate of the Borrower, any Subsidiary or any other Loan Party is a party.

(t) Intellectual Property . Each of the Borrower and each Subsidiary owns or has the right to use, under valid license agreements or otherwise, all material patents, licenses, franchises, trademarks, trademark rights, trade names, trade name rights, trade secrets and copyrights (collectively, “Intellectual Property”) used in the conduct of its businesses as now conducted and as contemplated by the Loan Documents, without known conflict with any patent, license, franchise, trademark, trade secret, trade name, copyright, or other proprietary right of any other Person, except for such Intellectual Property, the absence of which, and for conflicts which, could not reasonably be expected to have a Material Adverse Effect. The Borrower and each such Subsidiary have taken all such steps as they deem reasonably necessary to protect their respective rights under and with respect to such Intellectual Property. No material claim has been asserted by any Person with respect to the use of any Intellectual Property by the Borrower or any Subsidiary, or challenging or questioning the validity or effectiveness of any Intellectual Property. The use of such Intellectual Property by the Borrower, its Subsidiaries and the other Loan Parties, does not infringe on the rights of any Person, subject to such claims and infringements as do not, in the aggregate, give rise to any liabilities on the part of the Borrower and its Subsidiaries that could reasonably be expected to have a Material Adverse Effect.

(u) Business . As of the Agreement Date, the Borrower and its Subsidiaries are engaged substantially in the business of the acquisition, financing, ownership, development and tenancy (through TRSs) of hotel properties and other businesses activities incidental thereto.

(v) Broker’s Fees . No broker’s or finder’s fee, commission or similar compensation will be payable with respect to the transactions contemplated hereby. No other similar fees or commissions will be payable by any Loan Party for any other services rendered to the Borrower or any of its Subsidiaries ancillary to the transactions contemplated hereby.

(w) Accuracy and Completeness of Information . No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any Subsidiary or any other Loan Party in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any Subsidiary or any other Loan Party or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any Subsidiary or any other Loan Party in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any Subsidiary or any other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date.

(x) REIT Status . The Borrower qualifies, and has since 1995 qualified, as a REIT and is in compliance with all requirements and conditions imposed under the Internal Revenue Code to allow the Borrower to maintain its status as a REIT.

(y) Unencumbered Assets . As of the Agreement Date, Schedule 6.1.(y) is a correct and complete list of all Unencumbered Hotels and Unencumbered Mortgage Notes. Each of the Properties and promissory notes included by the Borrower in calculations of Unencumbered Asset Value satisfies all of the requirements contained in the definition of an Unencumbered Hotel, Unencumbered Mortgage Note, or Other Acceptable Property, as applicable.

(z) Insurance . The Borrower or a Subsidiary maintains, or the related Operating Agreement requires the Operator thereunder to maintain, with respect to the Hotels commercially reasonable insurance with financially sound and reputable insurance companies. As of the Agreement Date, neither the Borrower nor any Subsidiary has received notice that any such insurance has been cancelled, nonrenewed, or impaired in any way.

(aa) Foreign Assets Control . None of the Borrower, any Subsidiary or any Affiliate of the Borrower: (i) is a Sanctioned Person, (ii) has any of its assets in Sanctioned Entities, or (iii) derives any of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities.

Section 6.2. Survival of Representations and Warranties, Etc.

All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower, any Subsidiary or any other Loan Party to the Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan

Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower prior to the Agreement Date and delivered to the Agent or any Lender in connection with closing the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date and the date of the occurrence of any Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

ARTICLE VII. AFFIRMATIVE COVENANTS

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.6., all of the Lenders) shall otherwise consent in the manner provided for in Section 12.6., the Borrower shall comply with the following covenants:

Section 7.1. Preservation of Existence and Similar Matters.

Except as otherwise permitted under Section 9.7., the Borrower shall preserve and maintain, and cause each Subsidiary and each other Loan Party to preserve and maintain, its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

Section 7.2. Compliance with Applicable Law and Material Contracts.

The Borrower shall comply, and cause each Subsidiary and each other Loan Party to comply, with (a) all Applicable Law, including the obtaining of all Governmental Approvals, the failure with which to comply could reasonably be expected to have a Material Adverse Effect, and (b) all material terms and conditions of all Material Contracts to which it is a party.

Section 7.3. Maintenance of Property.

In addition to the requirements of any of the other Loan Documents, the Borrower shall, and shall cause each Subsidiary and other Loan Party to, (a) protect and preserve all of its material properties or cause to be protected and preserved, and maintain or cause to be maintained in good repair, working order and condition all tangible properties, ordinary wear and tear excepted, and (b) make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

Section 7.4. Conduct of Business.

The Borrower shall at all times carry on, and cause its Subsidiaries and the other Loan Parties to carry on, its respective businesses as described in Section 6.1.(u).

Section 7.5. Insurance.

In addition to the requirements of any of the other Loan Documents, the Borrower shall, and shall cause each Subsidiary and other Loan Party to, maintain or cause to be maintained commercially reasonable insurance with financially sound and reputable insurance companies, and from time to time deliver to the Agent or any Lender upon its request a detailed list, together with copies of all policies of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.

Section 7.6. Payment of Taxes and Claims.

The Borrower shall, and shall cause each Subsidiary and other Loan Party to, pay and discharge or cause to be paid and discharged when due (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of the Borrower, such Subsidiary or such other Loan Party, as applicable, in accordance with GAAP.

Section 7.7. Visits and Inspections.

The Borrower shall, and shall cause each Subsidiary and other Loan Party to, permit representatives or agents of any Lender or the Agent, from time to time after reasonable prior notice if no Event of Default shall be in existence, as often as may be reasonably requested, but only during normal business hours and at the expense of such Lender or the Agent (unless a Default or Event of Default shall exist, in which case the exercise by the Agent or such Lender of its rights under this Section shall be at the expense of the Borrower), as the case may be, to: (a) visit and inspect all properties of the Borrower or such Subsidiary or other Loan Party to the extent any such right to visit or inspect is within the control of such Person; (b) inspect and make extracts from their respective books and records, including but not limited to management letters prepared by independent accountants; and (c) discuss with its principal officers, and its independent accountants, its business, properties, condition (financial or otherwise), results of operations and performance. If requested by the Agent, the Borrower shall execute an authorization letter addressed to its accountants authorizing the Agent or any Lender to discuss the financial affairs of the Borrower and any Subsidiary or any other Loan Party with its accountants.

Section 7.8. Use of Proceeds; Letters of Credit.

The Borrower shall use the proceeds of all Loans and all Letters of Credit for the repayment of Indebtedness, the acquisition of Properties, working capital and other general business purposes only. The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, use any part of such proceeds or Letters of Credit to (a) purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock or (b) fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or Sanctioned Entity.

Section 7.9. Environmental Matters.

The Borrower shall, and shall cause all of its Subsidiaries and the other Loan Parties to, comply, or cause to be complied, with all Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse Effect. If the Borrower, any Subsidiary or any other Loan Party shall (a) receive notice that any violation of any Environmental Law may have been committed or is about to be committed by such Person, (b) receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against the Borrower, any Subsidiary or any other Loan Party alleging violations of any Environmental Law or requiring the Borrower, any Subsidiary or any other Loan Party to take any action in connection with the release of Hazardous Materials or (c) receive any notice from a Governmental Authority or private party alleging that the Borrower, any Subsidiary or any other Loan Party may be liable or responsible for costs associated with a response to or cleanup of a release of Hazardous Materials or any damages caused thereby, and such notices, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, the Borrower shall provide the Agent and each Lender with a copy of such notice within 30 days after the receipt thereof by the Borrower, any Subsidiary or any other Loan Party. The Borrower shall, and shall cause its Subsidiaries and the other Loan Parties to, take or cause to be taken promptly all actions necessary to prevent the imposition of any Liens on any of their respective properties arising out of or related to any Environmental Laws.

Section 7.10. Books and Records.

The Borrower shall, and shall cause each of its Subsidiaries and the other Loan Parties to, maintain books and records pertaining to its respective business operations in such detail, form and scope as is consistent with good business practice and in accordance with GAAP.

Section 7.11. Further Assurances.

The Borrower shall, at the Borrower’s cost and expense and upon request of the Agent, execute and deliver or cause to be executed and delivered, to the Agent such further instruments, documents and certificates, and do and cause to be done such further acts that may be reasonably necessary or advisable in the reasonable opinion of the Agent to carry out more effectively the provisions and purposes of this Agreement and the other Loan Documents.

Section 7.12. New Subsidiaries/Guarantors.

(a) Requirement to Become Guarantor . Within 30 days of any Person (other than an Excluded Subsidiary or an Unleveraged Non-Domestic Subsidiary) becoming a Material Subsidiary after the Effective Date, the Borrower shall deliver to the Agent each of the following items, each in form and substance satisfactory to the Agent: (i) an Accession Agreement executed by such Material Subsidiary and (ii) the items with respect to such Material Subsidiaries that would have been delivered under Sections 5.1.(a)(iv), (ix) through (xiii) and (xvi) if such Material Subsidiary had been one on the Effective Date; provided , however , promptly (and in any event within 5 Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section or such Unleveraged Non-Domestic Subsidiary ceasing to qualify as such, such Subsidiary shall comply with the provisions of this Section.

(b) Other Guarantors . The Borrower may, at its option, cause any Subsidiary that is not otherwise required to be a Guarantor hereunder to become a Guarantor by executing and delivering to the Agent the items required to be delivered under the immediately preceding subsection (a); provided, however, the Borrower need not provide a legal opinion with respect to any such Guarantor.

(c) Release of a Guarantor . The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms of the Guaranty), a Guarantor from the Guaranty so long as: (i) such Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or “Unleveraged Non-Domestic Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; and (iv) the Agent shall have received such written request at least 10 Business Days prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Section 7.13. REIT Status.

The Borrower shall at all times maintain its status as a REIT.

Section 7.14. Exchange Listing.

The Borrower shall maintain at least one class of common shares of the Borrower having trading privileges on the New York Stock Exchange or the American Stock Exchange or which is the subject of price quotations in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System.

ARTICLE VIII. INFORMATION

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.6., all of the Lenders) shall otherwise consent in the manner set forth in Section 12.6., the Borrower shall furnish to each Lender (or to the Agent if so provided below) at its Lending Office:

Section 8.1. Quarterly Financial Statements.

As soon as available and in any event within 5 days after the same is required to be filed with the Securities and Exchange Commission (but in no event later than 45 days after the end of each of the first, second and third fiscal quarters of the Borrower), the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by the chief financial officer or chief accounting officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of the Borrower and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments). Together with such financial statements, the Borrower shall deliver reports, in form and detail satisfactory to the Agent, setting forth (a) a statement of Funds From Operations for the fiscal quarter then ending; (b) to the extent such information is obtained from Operators, all capital expenditures made during the fiscal quarter then ended; (c) a listing of all Properties acquired during such fiscal quarter, including the minimum rent or expected minimum return of each such Property, acquisition costs and related mortgage debt, (d) to the extent such information is obtained from Operators, the underlying occupancy, average daily revenues, revenues per available room, and Hotel Net Cash Flow for each Hotel Pool and each Hotel that is not in a Hotel Pool, and (e) such other information as the Agent may request.

Section 8.2. Year-End Statements.

As soon as available and in any event within 5 days after the same is required to be filed with the Securities and Exchange Commission (but in no event later than 90 days after the end of each fiscal year of the Borrower), the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be certified by (a) the chief financial officer or chief accounting officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of the Borrower and its Subsidiaries as at the date thereof and the results of operations for such period and (b) independent certified public accountants of recognized national standing, whose certificate shall be unqualified and who shall have authorized the Borrower to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the Borrower shall deliver a report, in form and detail reasonably satisfactory to the Agent, setting forth the underlying occupancy, average daily revenues, revenues per available room, and Hotel Net

Cash Flow for each Hotel Pool and each Hotel that is not in a Hotel Pool for such fiscal year to the extent such information is obtained from Operators.

Section 8.3. Compliance Certificate.

At the time financial statements are furnished pursuant to Sections 8.1. and 8.2., and within 10 Business Days of the Agent’s request with respect to any other fiscal period, a certificate substantially in the form of Exhibit J (a “Compliance Certificate”) executed by the chief financial officer or chief accounting officer of the Borrower: (a) setting forth in reasonable detail as at the end of such quarterly accounting period, fiscal year, or other fiscal period, as the case may be, the calculations required to establish whether or not the Borrower was in compliance with the covenants contained in Sections 9.1. through 9.3. and 9.6., and (b) stating that, to the best of his or her knowledge, information and belief after due inquiry, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such event, condition or failure. With each Compliance Certificate, Borrower shall also deliver a certificate (an “Unencumbered Asset Certificate”) executed by the chief financial officer or chief accounting officer of the Borrower that: (i) sets forth a list of all Unencumbered Hotels (with a listing of all Non-Domestic Properties which are not Other Acceptable Properties, in any Hotel Pool included in Unencumbered Hotels, together with a certification of the EBITDA attributable thereto), Unencumbered Mortgage Notes (including a listing of all Unencumbered Mortgage Notes that are secured by Non-Domestic Properties, together with a certification of the book value of such Unencumbered Mortgage Notes), and Other Acceptable Property; and (ii) certifies that all Unencumbered Hotels, Unencumbered Mortgage Notes, and Other Acceptable Property so listed fully qualify as such under the applicable criteria for inclusion as an Unencumbered Hotel, Unencumbered Mortgage Note, or Other Acceptable Property.

Section 8.4. Other Information.

(a) Management Reports . Promptly upon receipt thereof, copies of all management reports, if any, submitted to the Borrower or its Board of Trustees by its independent public accountants;

(b) Securities Filings . Within 5 Business Days of the filing thereof, copies of all registration statements (excluding the exhibits thereto (unless requested by the Agent) and any registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and all other periodic reports which the Borrower, any Subsidiary or any other Loan Party shall file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange;

(c) Shareholder Information . Promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements so mailed and promptly upon the issuance thereof copies of all press releases issued by the Borrower, any Subsidiary or any other Loan Party;

(d) ERISA . If and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer of the Borrower setting forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take;

(e) Litigation . To the extent the Borrower or any Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating adversely to, or adversely affecting, the Borrower or any Subsidiary or any of their respective properties, assets or businesses which could reasonably be expected to have a Material Adverse Effect, and prompt notice of the receipt of notice that any United States income tax returns of the Borrower or any of its Subsidiaries are being audited;

(f) Modification of Governing Documents . A copy of any amendment to a Governing Document of the Borrower or any other Loan Party promptly upon the Agent’s request;

(g) Change of Management or Financial Condition . Prompt notice of any change in the senior management of the Borrower, any Subsidiary or any other Loan Party and any change in the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower, any Subsidiary or any other Loan Party which has had or could reasonably be expected to have Material Adverse Effect;

(h) Default . Notice of the occurrence of any of the following promptly upon a Responsible Officer obtaining knowledge thereof: (i) any Default or Event of Default or (ii) any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by the Borrower, any Subsidiary or any other Loan Party under any Material Contract, or any Operating Agreement or Ancillary Agreement relating

to any Unencumbered Hotel or Other Acceptable Property, to which any such Person is a party or by which any such Person or any of its respective properties may be bound;

(i) Judgments . Prompt notice of any order, judgment or decree in excess of $5,000,000 having been entered against the Borrower, any Subsidiary or any other Loan Party or any of their respective properties or assets;

(j) Notice of Violations of Law . Prompt notice if the Borrower, any Subsidiary or any other Loan Party shall receive any notification from any Governmental Authority alleging a violation of any Applicable Law or any inquiry which could reasonably be expected to have a Material Adverse Effect;

(k) Material Subsidiary . Prompt notice of any Person becoming a Material Subsidiary;

(l) Material Asset Sales . Prompt notice of the sale, transfer or other disposition of any material assets of the Borrower, any Subsidiary or any other Loan Party to any Person other than the Borrower, any Subsidiary or any other Loan Party;

(m) Material Contracts . Promptly upon the giving or receipt thereof by the Borrower or any Subsidiary, notice alleging that any party to any Material Contract, Unencumbered Mortgage Note, or any Operating Agreement or Ancillary Agreement relating to an Unencumbered Hotel or Other Acceptable Property, is in default of its obligations thereunder;

(n) Financial Information Regarding Operators and Mortgagors . If requested by the Agent and available to the Borrower or any Subsidiary on a nonconfidential basis, the Borrower shall deliver to the Agent the same reports and information with respect to each mortgagor under any Unencumbered Mortgage Note and with respect to each Operator as is required by Sections 8.1. and 8.2. with respect to the Borrower, except that: (i) every reference to the Borrower and its Subsidiaries shall be deemed to refer to such material mortgagor or Operator; and (ii) the time periods within which the Borrower shall deliver such reports as to material mortgagors and Operators shall each be 30 days longer than the time periods set forth in Sections 8.1. and 8.2.;

(o) Additions to Unencumbered Assets . In order to add any Hotel or Hotel Pool to Unencumbered Hotels or add any promissory note to Unencumbered Mortgage Notes, the Borrower must deliver to the Agent an Unencumbered Asset Certificate reflecting such addition, together with a statement of: (i) the acquisition cost of such Hotel, Hotel Pool, or promissory note; and (ii) the same information that the Borrower would be required to include in a Compliance Certificate. The Borrower shall provide the Agent with Due Diligence Reports for any Hotel or Hotel Pool added to Unencumbered Hotels within 20 days of its delivery to the Agent of the Unencumbered Asset Certificate that added such Hotel or Hotel Pool to Unencumbered Hotels;

(p) Removals from Unencumbered Assets . Within 10 Business Days after any disposition by the Borrower, any Subsidiary or any other Loan Party of any Unencumbered

Asset or after any Unencumbered Asset ceases to qualify as an Unencumbered Hotel, Unencumbered Mortgage Note or Other Acceptable Property, the Borrower shall deliver to the Agent an Unencumbered Asset Certificate reflecting such removal or disqualification, together with a statement of: (i) the identity of the Unencumbered Asset being disposed of or disqualified, and (ii) the Unencumbered Asset Value attributable to such Unencumbered Asset. The Borrower also may voluntarily remove (i) any Hotel or Hotel Pool from Unencumbered Hotels, (ii) any promissory note from Unencumbered Mortgage Notes, and (iii) any Property from Other Acceptable Properties by delivering to the Agent an Unencumbered Asset Certificate reflecting such removal, together with a statement (a) that no Default or Event of Default then exists or would, upon the occurrence of such event or with the passage of time, result from such removal, and (b) of (i) the identity of the Unencumbered Asset being removed, and (ii) the Unencumbered Asset Value attributable to such Unencumbered Asset; and

(q) Other Information . From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower or any of its Subsidiaries as the Agent or any Lender may reasonably request.

ARTICLE IX. NEGATIVE COVENANTS

Section 9.1. Financial Covenants.

The Borrower shall not permit:

(a) Leverage Ratio . The ratio of (i) Total Indebtedness to (ii) Total Asset Value, to exceed 0.55 to 1.00 at any time.

(b) Minimum Fixed Charge Coverage Ratio . The ratio of (i) Adjusted EBITDA of the Borrower and its Subsidiaries determined on a consolidated basis for the fiscal quarter most recently ending to (ii) Fixed Charges for such period, to be less than 1.75 to 1.0 at any time.

(c) Secured Indebtedness . The ratio of (i) Secured Indebtedness of the Borrower and its Subsidiaries to (ii) Total Asset Value, to be greater than 0.25 to 1.00 at any time.

(d) Unencumbered Leverage Ratio . The ratio of (i) Unencumbered Asset Value to (ii) Unsecured Indebtedness, to be less than 1.80 to 1.00 at any time.

(e) Unencumbered Interest Coverage Ratio . The ratio of (i) Unencumbered EBITDA to (ii) Unsecured Debt Service for the Borrower’s fiscal quarter most recently ending, to be less than 2.00 to 1.00 at any time.

(f) Minimum Tangible Net Worth . Tangible Net Worth at any time to be less than (i) $1,500,000,000 plus (ii) 75% of the Net Proceeds of all Equity Issuances effected by the

Borrower or any Subsidiary (other than Equity Issuances to the Borrower or any Subsidiary) after the Agreement Date.

(g) Floating Rate Debt . The aggregate principal amount of all outstanding Floating Rate Debt to exceed, at any time, the greater of (i) 25% of Total Asset Value and (ii) the aggregate amount of the Commitments.

(h) Total Assets Owned by Borrower and Guarantors . The amount of Total Asset Value directly owned by the Borrower and the Guarantors to be less than 95.0% of Total Asset Value (excluding the amount of Total Asset Value, if any, then attributable to Excluded Subsidiaries and Unleveraged Non-Domestic Subsidiaries).

Section 9.2. Indebtedness.

The Borrower shall not, and shall not permit any Subsidiary or any other Loan Party to, create, incur, assume, or permit or suffer to exist, any Indebtedness other than the following:

(a) the Obligations;

(b) Indebtedness set forth on Schedule 6.1.(g);

(c) intercompany Indebtedness among the Borrower and its Wholly Owned Subsidiaries; provided, however, that the obligations of the Borrower, each Guarantor and each Unleveraged Non-Domestic Subsidiary in respect of such intercompany Indebtedness shall be subordinate to the Obligations; and

(d) any other Indebtedness of a type not described above in this Section and created, incurred or assumed after the Agreement Date so long as immediately prior to the creation, incurring or assumption thereof, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.

Section 9.3. Certain Permitted Investments.

The Borrower shall not, and shall not permit any Subsidiary or any other Loan Party to, make any Investment in or otherwise own or hold the following items which would cause the aggregate value of all such holdings of the Borrower, such other Subsidiaries and other Loan Parties (without duplication) to exceed 25.0% of Total Asset Value at any time:

(a) Investments in Persons which are not Subsidiaries, including without limitation Unencumbered Mortgage Notes and other Indebtedness owed to the Borrower or any Subsidiary and secured by real property;

(b) Assets Under Development measured by the aggregate Construction Budget for all such Assets Under Development. For purposes of this subsection, (i) “Construction Budget” means the fully-budgeted costs for the acquisition and construction of a given piece of real property (including without limitation, the cost of

acquiring such piece of real property, reserves for construction interest and operating deficits, tenant improvements, leasing commissions, and infrastructure costs) as reasonably determined by the Borrower in good faith and (ii) real property under construction to be (but not yet) acquired by the Borrower or a Subsidiary upon completion of construction pursuant to a contract in which the seller of such real property is required to complete construction prior to, and as a condition precedent to, such acquisition, shall be subject to this subsection; and

(c) Real property leased by the Borrower or any Subsidiary as lessee pursuant to a ground lease, including any Ground Lease (other than any Ground Lease having a remaining term of at least 50 years (taking into account extensions which may be effected by the lessee without the consent of the lessor)).

Section 9.4. Investments Generally.

The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, directly or indirectly, acquire, make or purchase any Investment, or permit any Investment of such Person to be outstanding on and after the Agreement Date, other than the following:

(a) Investments in Subsidiaries in existence on the Agreement Date and disclosed on Part I of Schedule 6.1.(b);

(b) Investments to acquire Equity Interests of a Subsidiary or any other Person who after giving effect to such acquisition would be a Subsidiary, so long as in each case (i) immediately prior to such Investment, and after giving effect thereto, no Default or Event of Default is or would be in existence and (ii) if such Subsidiary is (or after giving effect to such Investment would become) a Material Subsidiary and is not an Excluded Subsidiary and not an Unleveraged Non-Domestic Subsidiary, the terms and conditions set forth in Section 7.12. are satisfied;

(d) Investments in Cash Equivalents;

(e) intercompany Indebtedness among the Borrower and its Wholly Owned Subsidiaries provided that such Indebtedness is permitted by the terms of Section 9.2.;

(f) loans and advances to officers and employees for moving, entertainment, travel and other similar expenses in the ordinary course of business consistent with past practices; and

(g) any other Investment so long as immediately prior to making such Investment, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of Section 7.4.

Section 9.5. Liens; Negative Pledges; Other Matters.

(a) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.;

(b) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.; (ii) which Indebtedness is secured by a Lien permitted to exist and (iii) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into;

(c) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Borrower or any Subsidiary; (iii) make loans or advances to the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Borrower or any Subsidiary.

Section 9.6. Restricted Payments.

The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, declare or make any Restricted Payment; provided , however , that:

(a) the Borrower may (i) declare and make cash distributions to its common shareholders during any fiscal year in an aggregate amount not to exceed the greater of (x) the sum of (A) 90.0% of Funds From Operations of the Borrower for such period plus (B) 25.0% of the cash Net Proceeds of Equity Issuances effected by the Borrower or any Subsidiary during such period (other than Equity Issuances to the Borrower or any Subsidiary), or (y) the minimum amount necessary for the Borrower to remain in compliance with Section 7.13. and (ii) declare and make Preferred Dividends;

(b) the Borrower may declare and make cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code;

(c) the Borrower may make cash payments to repurchase outstanding shares of (i) any of its Preferred Stock, and (ii) up to $200,000,000 of common stock or other similar common Equity Interests; and

(d) Subsidiaries may declare and pay Restricted Payments to the Borrower or any other Subsidiary.

Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default shall exist, the Borrower may only declare or make cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Borrower to remain in compliance with Section 7.13. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 10.2.(a), the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, make any Restricted Payments to any Person whatsoever other than to the Borrower or any Subsidiary.

Section 9.7. Merger, Consolidation, Sales of Assets and Other Arrangements.

The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to: (i) enter into any transaction of merger or consolidation; (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); or (iii) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, whether now owned or hereafter acquired; provided , however , that:

(a) any of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to any Subsidiary or any other Loan Party (other than the Borrower) so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence;

(b) the Borrower, its Subsidiaries and the other Loan Parties may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business;

(c) a Person may merge with and into the Borrower so long as (i) the Borrower is the survivor of such merger, (ii) immediately prior to such merger, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; and (iii) the Borrower shall have given the Agent and the Lenders at least 10 Business Days’ prior written notice of such merger (except that such prior notice shall not be required in the case of the merger of a Subsidiary with and into the Borrower); and

(d) the Borrower and each Subsidiary may sell, transfer or dispose of assets among themselves.

Section 9.8. Fiscal Year.

The Borrower shall not change its fiscal year from that in effect as of the Agreement Date.

Section 9.9. Modifications to Advisory Agreement and Other Material Contracts.

The Borrower shall not default in any material respect in the performance of any of its obligations under the Advisory Agreement or permit the Advisory Agreement to be canceled or terminated prior to its stated maturity. The Borrower shall not enter into any material amendment, modification or waiver of or with respect to any of the terms of the Advisory Agreement, except for extensions thereof. With respect to Material Contracts other than the Advisory Agreement, the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into any amendment or modification to any such Material Contract which could reasonably be expected to have a Material Adverse Effect. With respect to any Operating Agreement or Ancillary Agreement relating to any Unencumbered Hotel or Other Acceptable Property, the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into any amendment or modification to any such agreement if (a) such amendment or modification could reasonably be expected to have a Material Adverse Effect or (b) after giving pro forma effect to such amendment or modification, a Default or Event of Default could reasonably be expected to occur, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. In connection with any amendment or modification to any Operating Agreement or Ancillary Agreement relating to any Unencumbered Hotel or Other Acceptable Property, the Borrower shall deliver to the Agent, within 10 Business Days’ of the Agent’s request, a Compliance Certificate calculated on a pro forma basis giving effect to such amendment or modification.

Section 9.10. Transactions with Affiliates.

The Borrower shall not, and shall not permit any of its Subsidiaries or any other Loan Party to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate, except transactions in the ordinary course of and pursuant to the reasonable requirements of the business of the Borrower or any of its Subsidiaries and upon fair and reasonable terms which are no less favorable to the Borrower or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate.

Section 9.11. ERISA Exemptions.

The Borrower shall not, and shall not permit any Subsidiary to, permit any of its respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder.

ARTICLE X. DEFAULT

Section 10.1. Events of Default.

Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of Applicable Law or pursuant to any judgment or order of any Governmental Authority:

(a) Default in Payment of Principal . The Borrower shall fail to pay when due (whether upon demand, at maturity, by reason of acceleration or otherwise) the principal of any of the Loans, or any Reimbursement Obligation.

(b) Default in Payment of Interest and Other Obligations . The Borrower shall fail to pay when due any interest on any of the Loans or any of the other payment Obligations owing by the Borrower under this Agreement or any other Loan Document, or any other Loan Party shall fail to pay when due any payment Obligation owing by such other Loan Party under any Loan Document to which it is a party, and such failure shall continue for a period of 5 Business Days.

(c) Default in Performance . (i) The Borrower shall fail to perform or observe any term, covenant, condition or agreement contained in Section 8.4.(h) or in Article IX. or (ii) the Borrower or any other Loan Party shall fail to perform or observe any term, covenant, condition or agreement contained in this Agreement or any other Loan Document to which it is a party and not otherwise mentioned in this Section and such failure shall continue for a period of 30 days after the earlier of (x) the date upon which a Responsible Officer of the Borrower or such Loan Party obtains knowledge of such failure or (y) the date upon which the Borrower has received written notice of such failure from the Agent.

(d) Misrepresentations . Any written statement, representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party under this Agreement or under any other Loan Document, or any amendment hereto or thereto, or in any other writing or statement at any time furnished or made or deemed made by or on behalf of the Borrower or any other Loan Party to the Agent or any Lender, shall at any time prove to have been incorrect or misleading, in light of the circumstances in which made or deemed made, in any material respect when furnished or made or deemed made.

(e) Indebtedness Cross-Default .

(i) The Borrower, any Subsidiary or any other Loan Party shall fail to pay when due and payable the principal of, or interest on, any Indebtedness (other than the Obligations) having an aggregate outstanding principal amount greater than or equal to (A) $25,000,000 in the case of Indebtedness that is not Nonrecourse Indebtedness or (B) $75,000,000 in the case of Indebtedness that is Nonrecourse Indebtedness (all such Indebtedness being “Material Indebtedness”); or

(ii) (x) the maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid or repurchased prior to the stated maturity thereof; or

(iii) any other event shall have occurred and be continuing which, with or without the passage of time, the giving of notice, or both, would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness

or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity.

(f) Voluntary Bankruptcy Proceeding . The Borrower, any other Loan Party or any Subsidiary (other than (x) a Guarantor or Unleveraged Non-Domestic Subsidiary that, together with all other Guarantors and Unleveraged Non-Domestic Subsidiaries then subject to a bankruptcy proceeding or other proceeding or condition described in this subsection or the immediately following subsection, does not account for more than $25,000,000 of Total Asset Value, (y) a Subsidiary that, together with all other Subsidiaries (other than Excluded Subsidiares, all Indebtedness of which is Nonrecourse Indebtedness) then subject to a bankruptcy proceeding or other proceeding or condition described in this subsection or the immediately following subsection, does not account for more than $50,000,000 of Total Asset Value, or (z) an Excluded Subsidiary, all Indebtedness of which is Nonrecourse Indebtedness) shall: (i) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (iii) consent to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in the immediately following subsection; (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in writing its inability to pay its debts as they become due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or partnership action for the purpose of effecting any of the foregoing.

(g) Involuntary Bankruptcy Proceeding . A case or other proceeding shall be commenced against the Borrower, any other Loan Party or any Subsidiary (other than (x) a Guarantor or Unleveraged Non-Domestic Subsidiary that, together with all other Guarantors and Unleveraged Non-Domestic Subsidiaries then subject to a bankruptcy proceeding or other proceeding or condition described in this subsection or the immediately preceding subsection, does not account for more than $25,000,000 of Total Asset Value, (y) a Subsidiary that, together with all other Subsidiaries (other than Excluded Subsidiaries, all Indebtedness of which is Nonrecourse Indebtedness) then subject to a bankruptcy proceeding or other proceeding or condition described in this subsection or the immediately preceding subsection, does not account for more than $50,000,000 of Total Asset Value, or (z) an Excluded Subsidiary, all Indebtedness of which is Nonrecourse Indebtedness) in any court of competent jurisdiction seeking: (i) relief under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect) or under any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person, or of all or any substantial part of the assets, domestic or foreign, of such Person, and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive calendar days, or an order granting the remedy or other relief requested in such case or proceeding against the

Borrower, such Subsidiary or such other Loan Party (including, but not limited to, an order for relief under such Bankruptcy Code or such other federal bankruptcy laws) shall be entered.

(h) Litigation; Enforceability . The Borrower or any other Loan Party shall disavow, revoke or terminate (or attempt to terminate) any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of this Agreement, any Note or any other Loan Document or this Agreement, any Note, the Guaranty or any other Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).

(i) Judgment . A judgment or order for the payment of money or for an injunction shall be entered against the Borrower, any Subsidiary or any other Loan Party, by any court or other tribunal and (i) such judgment or order shall continue for a period of 30 days without being paid, stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount of such judgment or order (x) for which insurance has not been acknowledged in writing by the applicable insurance carrier (or the amount as to which the insurer has denied liability) or (y) is not otherwise subject to indemnification or reimbursement on reasonable terms and conditions by Persons reasonably likely to honor such indemnification or reimbursement obligations exceeds, individually or together with all other such outstanding judgments or orders entered against (1) the Borrower, any Guarantor or any Unleveraged Non-Domestic Subsidiary, $25,000,000, or (2) any other Subsidiaries, $50,000,000, or (B) in the case of an injunction or other non-monetary judgment, such judgment could reasonably be expected to have a Material Adverse Effect.

(j) Attachment . A warrant, writ of attachment, execution or similar process shall be issued against any property of the Borrower, any Subsidiary or any other Loan Party which exceeds, individually or together with all other such warrants, writs, executions and processes, (1) for the Borrower, any Guarantor or any Unleveraged Non-Domestic Subsidiary, $25,000,000, or (2) for any other Subsidiaries, $50,000,000, and such warrant, writ, execution or process shall not be discharged, vacated, stayed or bonded for a period of 30 days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of any Loan Party.

(k) ERISA . Any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $10,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer

Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $10,000,000.

(l) Loan Documents . An Event of Default (as defined therein) shall occur under any of the other Loan Documents.

(m) Change of Control .

(i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 15% of the total voting power of the then outstanding voting stock of the Borrower; or

(ii) during any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Borrower (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Borrower then in office; or

(iii) RMR shall cease for any reason to act as the sole investment advisor to the Borrower.

Section 10.2. Remedies Upon Event of Default.

Upon the occurrence of an Event of Default the following provisions shall apply:

(a) Acceleration; Termination of Facilities .

(i) Automatic . Upon the occurrence of an Event of Default specified in Sections 10.1.(f) or 10.1.(g), (A)(i) the principal of, and all accrued interest on, the Loans and the Notes at the time outstanding, (ii) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default for deposit into the Collateral Account and (iii) all of the other Obligations of the Borrower, including, but not limited to, the other amounts owed to the Lenders, the Swingline Lender and the Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable by the Borrower without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower and (B) all of the Commitments, the obligation of the Lenders to make Revolving Loans, the Swingline Commitment, the obligation of the

Swingline Lender to make Swingline Loans, and the obligation of the Agent to issue Letters of Credit hereunder, shall all immediately and automatically terminate.

(ii) Optional . If any other Event of Default shall exist, the Agent shall, at the direction of the Requisite Lenders: (A) declare (1) the principal of, and accrued interest on, the Loans and the Notes at the time outstanding, (2) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such other Event of Default for deposit into the Collateral Account and (3) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower and (B) terminate the Commitments, the Swingline Commitment and the obligation of the Lenders to make Loans hereunder and the obligation of the Agent to issue Letters of Credit hereunder.

(b) Loan Documents . The Requisite Lenders may direct the Agent to, and the Agent if so directed shall, exercise any and all of its rights under any and all of the other Loan Documents.

(c) Applicable Law . The Requisite Lenders may direct the Agent to, and the Agent if so directed shall, exercise all other rights and remedies it may have under any Applicable Law.

(d) Appointment of Receiver . To the extent permitted by Applicable Law, the Agent and the Lenders shall be entitled to the appointment of a receiver for the assets and properties of the Borrower and its Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any security for the Obligations or the solvency of any party bound for its payment, to take possession of all or any portion of the business operations of the Borrower and its Subsidiaries and to exercise such power as the court shall confer upon such receiver.

Section 10.3. Remedies Upon Default.

Upon the occurrence of a Default specified in Sections 10.1.(f) or 10.1.(g), the Commitments shall immediately and automatically terminate.

Section 10.4. Allocation of Proceeds.

If an Event of Default shall have occurred and the maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority:

(a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Section 12.2.;

(b) payments of interest on Swingline Loans;

(c) payments of interest on all other Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders;

(d) payments of principal of Swingline Loans;

(e) payments of principal of all other Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders;

(f) amounts to be deposited into the Collateral Account in respect of Letters of Credit;

(g) amounts due the Agent and the Lenders pursuant to Sections 11.7. and 12.9.;

(h) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and

(i) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Section 10.5. Collateral Account.

(a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower hereby pledges and grants to the Agent, for the benefit of the Agent and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.12.

(b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent for the ratable benefit of the Lenders. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account.

(c) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and the Lenders authorize the Agent to use the monies deposited in the Collateral Account and proceeds thereof to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment.

(d) If an Event of Default exists, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Obligations in accordance with Section 10.4.

(e) So long as no Default or Event of Default exists, and to the extent amounts on deposit in or credited to the Collateral Account exceed the aggregate amount of the Letter of Credit Liabilities then due and owing, the Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower within five Business Days after the Agent’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such amount of the credit balances in the Collateral Account as exceeds the aggregate amount of the Letter of Credit Liabilities at such time.

(f) The Borrower shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent’s administration of the Collateral Account and investments and reinvestments of funds therein.

Section 10.6. Performance by Agent.

If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Agent may perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Agent, promptly pay any amount reasonably expended by the Agent in such performance or attempted performance to the Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

Section 10.7. Rights Cumulative.

The rights and remedies of the Agent and the Lenders under this Agreement and each of the other Loan Documents shall be cumulative and not exclusive of any rights or remedies which any of them may otherwise have under Applicable Law. In exercising their respective rights and remedies the Agent and the Lenders may be selective and no failure or delay by the Agent or any of the Lenders in exercising any right shall operate as a waiver of it, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right.

ARTICLE XI. THE AGENT

Section 11.1. Authorization and Action.

Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the

foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Section 11.2. Agent’s Reliance, Etc.

Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any

Loan Document on the part of the Borrower or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1.) or inspect the property, books or records of the Borrower or any other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties.

Section 11.3. Notice of Defaults.

The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received notice from a Lender or the Borrower referring to this Agreement, describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default.” If any Lender (excluding the Lender which is also serving as the Agent) becomes aware of any Default or Event of Default, it shall promptly send to the Agent such a “notice of default.” Further, if the Agent receives such a “notice of default”, the Agent shall give prompt notice thereof to the Lenders.

Section 11.4. Wachovia as Lender.

Wachovia, as a Lender, shall have the same rights and powers under this Agreement and any other Loan Document as any other Lender and may exercise the same as though it were not the Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Wachovia in each case in its individual capacity. Wachovia and its affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with, the Borrower, any other Loan Party or any other affiliate thereof as if it were any other bank and without any duty to account therefor to the other Lenders. Further, the Agent and any affiliate may accept fees and other consideration from the Borrower for services in connection with this Agreement and otherwise without having to account for the same to the other Lenders. The Lenders acknowledge that, pursuant to such activities, Wachovia or its affiliates may receive information regarding the Borrower, other Loan Parties, other Subsidiaries and other Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them.

Section 11.5. Approvals of Lenders.

All communications from the Agent to any Lender requesting such Lender’s determination, consent, approval or disapproval (a) shall be given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue as to which such determination, approval, consent or disapproval is requested, or shall advise such Lender where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe

the matter or issue to be resolved, (c) shall include, if reasonably requested by such Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to the Agent by the Borrower in respect of the matter or issue to be resolved, and (d) shall include the Agent’s recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within 10 Business Days (or such lesser or greater period as may be specifically required under the Loan Documents) of receipt of such communication. Except as otherwise provided in this Agreement and except with respect to items requiring the unanimous consent or approval of the Lenders under Section 12.6., unless a Lender shall give written notice to the Agent that it specifically objects to the recommendation or determination of the Agent (together with a written explanation of the reasons behind such objection) within the applicable time period for reply, such Lender shall be deemed to have conclusively approved of or consented to such recommendation or determination.

Section 11.6. Lender Credit Decision, Etc.

Each Lender expressly acknowledges and agrees that neither the Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties as to the financial condition, operations, creditworthiness, solvency or other information concerning the business or affairs of the Borrower, any other Loan Party, any Subsidiary or any other Person to such Lender and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower, any other Loan Party or any other Subsidiary, shall be deemed to constitute any such representation or warranty by the Agent to any Lender. Each Lender acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transaction contemplated hereby, independently and without reliance upon the Agent, any other Lender or counsel to the Agent, or any of their respective officers, directors, employees and agents, and based on the financial statements of the Borrower, the Subsidiaries or any other Affiliate thereof, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the Loan Parties, the Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each Lender also acknowledges that it will, independently and without reliance upon the Agent, any other Lender or counsel to the Agent or any of their respective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Agent under this Agreement or any of the other Loan Documents, the Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or other affiliates. Each Lender acknowledges that the Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Agent and is not acting as counsel to such Lender.

Section 11.7. Indemnification of Agent.

Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (in its capacity as Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to follow the written direction of the Requisite Lenders (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent reasonably following the advice of counsel to the Agent of which advice the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding proviso, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees of the counsel(s) of the Agent’s own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Section 11.8. Successor Agent.

The Agent may resign at any time as Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by all of the Lenders (other than the Lender then acting as Agent) upon 30 days’ prior written notice to the Agent. Upon any such resignation or removal, the Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to appoint a successor Agent which appointment shall, provided no Default or Event of Default shall exist, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except

that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no successor Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after the resigning Agent’s giving of notice of resignation or the Lenders’ removal of the resigning Agent, then the resigning or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under the Loan Documents. Such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Agent, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. After any Agent’s resignation or removal hereunder as Agent, the provisions of this Article XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents.

Section 11.9. Titled Agents.

Each of the Titled Agents in each such respective capacity, assumes no responsibility or obligation hereunder, including, without limitation, for servicing enforcement or collection of any of the Loans, nor any duties as an agent hereunder for the Lenders. The titles of “Joint Lead Arranger”, “Sole Book Runner”, “Syndication Agent” and “Documentation Agent” are solely honorific and imply no fiduciary responsibility on the part of the Titled Agents to the Agent, the Borrower or any Lender and the use of such titles does not impose on the Titled Agents any duties or obligations greater than those of any other Lender or entitle the Titled Agents to any rights other than those to which any other Lender is entitled.

ARTICLE XII. MISCELLANEOUS

Section 12.1. Notices.

Unless otherwise provided herein, communications provided for hereunder shall be in writing and shall be mailed, telecopied or delivered as follows:

If to the Borrower:

Hospitality Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attention: Mark Kleifges

Telecopy Number: (617) 969-5730

Telephone Number: (617) 796-8327

If to the Agent:

Wachovia Bank, National Association

301 S. College Street, NC0172

Charlotte, North Carolina 28288

Attention: David M. Blackman

Telecopy Number: (704) 383-6205

Telephone Number: (704) 374-6272

If to a Lender:

To such Lender’s address or telecopy number, as applicable, set forth on its signature page hereto or in the applicable Assignment and Acceptance Agreement.

or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section. All such notices and other communications shall be effective (i) if mailed, when received; (ii) if telecopied, when transmitted; or (iii) if hand delivered or sent by overnight courier, when delivered. Notwithstanding the immediately preceding sentence, all notices or communications to the Agent or any Lender under Article II. shall be effective only when actually received. Neither the Agent nor any Lender shall incur any liability to the Borrower (nor shall the Agent incur any liability to the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Agent or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder.

Section 12.2. Expenses.

The Borrower agrees (a) to pay or reimburse the Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents (including due diligence expenses and travel expenses relating to closing), and the consummation of the transactions contemplated thereby, including the reasonable fees and disbursements of counsel to the Agent and costs and expenses in connection with the use of IntraLinks, Inc. or other similar information transmission systems in connection with the Loan Documents, (b) to pay or reimburse the Agent and the Lenders for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under the Loan Documents, including the reasonable fees and disbursements of their respective counsel (including the allocated fees and expenses of in-house counsel) and any payments in indemnification or otherwise payable by the Lenders to the Agent pursuant to the Loan Documents, (c) to pay, and indemnify and hold harmless the Agent and the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Loan Document, (d) to the extent not already covered by

any of the preceding subsections, to pay or reimburse the Agent and the Lenders for all their costs and expenses incurred in connection with any bankruptcy or other proceeding of the type described in Sections 10.1.(f) or 10.1.(g), including the reasonable fees and disbursements of counsel to the Agent and any Lender, whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding, and (e) to pay or reimburse the Agent and the Lenders for any civil penalty or fine assessed by the OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Agent or any Lender as a result conduct of the Borrower or any other Loan Party that violates a sanction enforced by the OFAC. If the Borrower shall fail to pay any amounts required to be paid by it pursuant to this Section, the Agent and/or the Lenders may pay such amounts on behalf of the Borrower and either deem the same to be Loans outstanding hereunder or otherwise Obligations owing hereunder.

Section 12.3. Setoff.

Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent, each Lender and each Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender or Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or any affiliate of the Agent or such Lender, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off.

Section 12.4. Litigation; Jurisdiction; Other Matters; Waivers.

(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE BORROWER,

THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.

(b) EACH OF THE BORROWER, THE AGENT AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY STATE COURT LOCATED IN NEW YORK, NEW YORK SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE LOANS AND LETTERS OF CREDIT, THE NOTES OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. THE BORROWER AND EACH OF THE LENDERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

(c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS AGREEMENT.

Section 12.5. Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that the Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of all Lenders and any such assignment or other transfer to which all of the Lenders have not so consented shall be null and void.

(b) Any Lender may make, carry or transfer Loans at, to or for the account of any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to the Borrower.

(c) Any Lender may at any time grant to one or more banks or other financial institutions (each a “Participant”) participating interests in its Commitment or the Obligations owing to such Lender; provided, however, (i) any such participating interest must be for a

constant and not a varying percentage interest and (ii) after giving effect to any such participation by a Lender, the amount of its Commitment, or if the Commitments have been terminated, the aggregate outstanding principal balance of Notes held by it, in which it has not granted any participating interests must be equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof. Except as otherwise provided in Section 12.3., no Participant shall have any rights or benefits under this Agreement or any other Loan Document. A Participant shall not be entitled to receive any greater payment under Section 3.12. than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.12. unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower and the Agent, to comply with Section 3.12.(c) as though it were a Lender. In the event of any such grant by a Lender of a participating interest to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided, however, such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase, or extend the term or extend the time or waive any requirement for the reduction or termination of, such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or portions thereof owing to such Lender, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or (v) release any Guarantor (except as otherwise permitted under Section 7.12.(c)) or modify the definition of the term “Unleveraged Non-Domestic Subsidiary”. An assignment or other transfer which is not permitted by subsection (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (c). Upon request from the Agent, the selling Lender shall notify the Agent and the Borrower of the sale of any participation hereunder and, if requested by the Agent, certify to the Agent that such participation is permitted hereunder.

(d) Any Lender may assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however (i) any partial assignment shall be in an amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof; and (ii) each such assignment shall be effected by means of an Assignment and Acceptance Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement as of the effective date of the Assignment and Acceptance Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance Agreement (in addition to

any Commitment previously held by it as a Lender), and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (d), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $3,500.

(e) The Agent shall maintain at the Principal Office a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of each Lender from time to time (the “Register”). The Agent shall give each Lender and the Borrower notice of the assignment by any Lender of its rights as contemplated by this Section. The Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance Agreement shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice to the Agent. Upon its receipt of an Assignment and Acceptance Agreement executed by an assigning Lender, together with each Note subject to such assignment, the Agent shall, if such Assignment and Acceptance Agreement has been completed and if the Agent receives the processing and recording fee described in subsection (d) above, (i) accept such Assignment and Acceptance Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.

(f) In addition to the assignments and participations permitted under the foregoing provisions of this Section, any Lender may assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank, and such Loans and Notes shall be fully transferable as provided therein. No such assignment shall release the assigning Lender from its obligations hereunder.

(g) A Lender may furnish any information concerning the Borrower, any other Loan Party or any of their respective Subsidiaries or Affiliates in the possession of such Lender from time to time to Assignees and Participants (including prospective Assignees and Participants) subject to compliance with Section 12.8.

(h) Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, any other Loan Party or any of their respective Affiliates or Subsidiaries.

(i) Each Lender agrees that, without the prior written consent of the Borrower and the Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.

Section 12.6. Amendments.

Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement or any other Loan Document to be given by the Lenders may be given, and any term of this Agreement or of any other Loan Document may be amended, and the performance or observance by the Borrower or any other Loan Party or any Subsidiary of any terms of this Agreement or such other Loan Document or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (and, in the case of an amendment to any Loan Document, the written consent of each Loan Party a party thereto). Notwithstanding the foregoing, without the prior written consent of each Lender adversely affected thereby, no amendment, waiver or consent shall do any of the following: (i) increase the Commitments of the Lenders (except as contemplated by Section 2.14.) or subject the Lenders to any additional obligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any Loans or Fees or other Obligations; (iii) reduce the amount of any Fees payable hereunder; (iv) postpone any date fixed for any payment of any principal of, or interest on, any Loans or any other Obligations, or extend the expiration date of any Letter of Credit beyond the Termination Date; (v) change the Commitment Percentages (except as a result of any increase in the aggregate amount of the Commitments contemplated by Section 2.14., 3.11.(b) or 4.5.) or amend or otherwise modify the provisions of Section 3.2.; (vi) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, including without limitation, any modification of this Section if such modification would have such effect; (vii) release any Guarantor from its obligations under the Guaranty (except as otherwise permitted under Section 7.12.(c)) or amend the definition of the term “Unleveraged Non-Domestic Subsidiary”; (viii) amend the definition of the term “Unencumbered Asset Value” (or any of the definitions used in such definition for purposes of the use thereof in such definition, or the percentages or rates used in the calculation thereof); or (ix) amend or otherwise modify the provisions of Section 2.13. Further, no amendment, waiver or consent unless in writing and signed by the Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.2. or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. Except as otherwise provided in Section 11.5., no course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon the Borrower shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Section 12.7. Nonliability of Agent and Lenders.

The relationship between the Borrower and the Lenders and the Agent shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. Neither the Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.

Section 12.8. Confidentiality.

Except as otherwise provided by Applicable Law, the Agent and each Lender shall utilize all non-public information obtained pursuant to the requirements of this Agreement which has been identified as confidential or proprietary by the Borrower in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but in any event may make disclosure: (a) to any of their respective affiliates (provided they shall agree to keep such information confidential in accordance with the terms of this Section); (b) as reasonably requested by any potential or actual Assignee, Participant or other transferee in connection with the contemplated transfer of any Commitment or participations therein as permitted hereunder (provided they shall agree to keep such information confidential in accordance with the terms of this Section); (c) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process or in connection with any legal proceedings or as otherwise required by Applicable Law; (d) to the Agent’s or such Lender’s independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information); (e) after the happening and during the continuance of an Event of Default, to any other Person, in connection with the exercise by the Agent or the Lenders of rights hereunder or under any of the other Loan Documents; and (f) to the extent such information (x) becomes publicly available other than as a result of a breach of this Section actually known to such Lender to be such a breach or (y) becomes available to the Agent or any Lender on a nonconfidential basis from a source other than the Borrower or any Affiliate. Notwithstanding the foregoing, the Agent and each Lender may disclose any such confidential information, without notice to the Borrower or any other Loan Party, to Governmental Authorities in connection with any regulatory examination of the Agent or such Lender or in accordance with the regulatory compliance policy of the Agent or such Lender.

Section 12.9. Indemnification.

(a) The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Agent, any affiliate of the Agent and each of the Lenders and their respective directors, officers, shareholders, agents, employees and counsel (each referred to herein as an “Indemnified Party”) from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding

losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses indemnification in respect of which is specifically covered by Section 3.12. or 4.1. or expressly excluded from the coverage of such Sections) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any suit, cause of action, claim, arbitration, investigation or settlement, consent decree or other proceeding (the foregoing referred to herein as an “Indemnity Proceeding”) which is in any way related directly or indirectly to: (i) this Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Loans or issuance of Letters of Credit hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Loans or Letters of Credit; (iv) the Agent’s or such Lender’s entering into this Agreement; (v) the fact that the Agent and the Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Agent and the Lenders are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Borrower and the Subsidiaries; (vii) the fact that the Agent and the Lenders are material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Borrower and the Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the Agent or the Lenders may have under this Agreement or the other Loan Documents; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any acts or omissions of such Indemnified Party in connection with matters described in this clause (viii) to the extent they constitute gross negligence or willful misconduct of such Indemnified Party; or (ix) any violation or non-compliance by the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority or other Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or other action to cause the Borrower or its Subsidiaries (or its respective properties) (or the Agent and/or the Lenders as successors to the Borrower) to be in compliance with such Environmental Laws.

(b) The Borrower’s indemnification obligations under this Section shall apply to all Indemnity Proceedings arising out of, or related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding. In this connection, this indemnification shall cover all costs and expenses of any Indemnified Party in connection with any deposition of any Indemnified Party or compliance with any subpoena (including any subpoena requesting the production of documents). This indemnification shall, among other things, apply to any Indemnity Proceeding commenced by other creditors of the Borrower or any Subsidiary, any shareholder of the Borrower or any Subsidiary (whether such shareholder(s) are prosecuting such Indemnity Proceeding in their individual capacity or derivatively on behalf of the Borrower), any account debtor of the Borrower or any Subsidiary or by any Governmental Authority.

(c) This indemnification shall apply to any Indemnity Proceeding arising during the pendency of any bankruptcy proceeding filed by or against the Borrower and/or any Subsidiary.

(d) All out-of-pocket fees and expenses of, and all amounts paid to third-persons by, an Indemnified Party shall be advanced by the Borrower at the request of such Indemnified Party notwithstanding any claim or assertion by the Borrower that such Indemnified Party is not entitled to indemnification hereunder upon receipt of an undertaking by such Indemnified Party

that such Indemnified Party will reimburse the Borrower if it is actually and finally determined by a court of competent jurisdiction that such Indemnified Party is not so entitled to indemnification hereunder.

(e) An Indemnified Party may conduct its own investigation and defense of, and may formulate its own strategy with respect to, any Indemnity Proceeding covered by this Section and, as provided above, all costs and expenses incurred by such Indemnified Party shall be reimbursed by the Borrower. No action taken by legal counsel chosen by an Indemnified Party in investigating or defending against any such Indemnity Proceeding shall vitiate or in any way impair the obligations and duties of the Borrower hereunder to indemnify and hold harmless each such Indemnified Party; provided, however, that (i) if the Borrower is required to indemnify an Indemnified Party pursuant hereto and (ii) the Borrower has provided evidence reasonably satisfactory to such Indemnified Party that the Borrower has the financial wherewithal to reimburse such Indemnified Party for any amount paid by such Indemnified Party with respect to such Indemnity Proceeding, such Indemnified Party shall not settle or compromise any such Indemnity Proceeding without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed).

(f) If and to the extent that the obligations of the Borrower under this Section are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under Applicable Law.

(g) The Borrower’s obligations under this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full in cash of the Obligations, and are in addition to, and not in substitution of, any other of their obligations set forth in this Agreement or any other Loan Document to which it is a party.

Section 12.10. Termination; Survival.

At such time as (a) all of the Commitments have been terminated, (b) all Letters of Credit have terminated, (c) none of the Lenders nor the Swingline Lender is obligated any longer under this Agreement to make any Loans and (d) all Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full, this Agreement shall terminate. The indemnities to which the Agent, the Lenders and the Swingline Lender are entitled under the provisions of Sections 3.12., 4.1., 4.4., 11.7., 12.2. and 12.9. and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 12.4., shall continue in full force and effect and shall protect the Agent, the Lenders and the Swingline Lender (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement.

Section 12.11. Severability of Provisions.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or

unenforceability without invalidating the remainder of such provision or the remaining provisions or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 12.12. GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 12.13. Counterparts.

This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.

Section 12.14. Obligations with Respect to Loan Parties.

The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties.

Section 12.15. Limitation of Liability.

Neither the Agent nor any Lender, nor any affiliate, officer, director, employee, attorney, or agent of the Agent or any Lender shall have any liability with respect to, and the Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by the Borrower in connection with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. The Borrower hereby waives, releases, and agrees not to sue the Agent or any Lender or any of the Agent’s or any Lender’s affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or financed hereby.

Section 12.16. Entire Agreement.

This Agreement, the Notes, and the other Loan Documents referred to herein embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto.

Section 12.17. Construction.

The Agent, the Borrower and each Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by the Agent, the Borrower and each Lender.

Section 12.18. LIABILITY OF TRUSTEES, ETC.

THE PARTIES HERETO ACKNOWLEDGE AND AGREE AS FOLLOWS:

THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING THE BORROWER, DATED AUGUST 21, 1995, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT THE NAME “HOSPITALITY 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 BORROWER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE BORROWER. ALL PERSONS DEALING WITH THE BORROWER, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE BORROWER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. THE PROVISIONS OF THIS SECTION SHALL NOT LIMIT ANY OBLIGATIONS OF ANY LOAN PARTY OTHER THAN THE BORROWER.

Section 12.19. Patriot Act.

The Lenders and the Agent each hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower in accordance with such Act.

Section 12.20. NO NOVATION.

THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT SOLELY TO AMEND AND RESTATE THE TERMS OF THE EXISTING CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY BORROWER UNDER OR IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE EXISTING CREDIT AGREEMENT).

[Signatures on Following Pages]

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Credit Agreement to be executed by their authorized officers all as of the day and year first above written.

	BORROWER:

	HOSPITALITY PROPERTIES TRUST

	By:
	Name:
	Title:


	Attest:
	Name:
	Title:

[Signatures Continued on Next Page]

[Signature Page to Amended and Restated Credit Agreement dated as of

May 23, 2005 with Hospitality Properties Trust]

	WACHOVIA BANK, NATIONAL ASSOCIATION , as Agent, as a Lender and as Swingline Lender


	By:
	Name:
	Title:

	Commitment Amount:

	$

	Lending Office (all Types of Loans):

	Wachovia Bank, National Association


	Charlotte, North Carolina
	Attn:
	Telephone:		(704)
	Telecopy:		(704)

[Signatures Continued on Next Page]

[Signature Page to Amended and Restated Credit Agreement dated as of

May 23, 2005 with Hospitality Properties Trust]

	[LENDER]


	By:
	Name:
	Title:

	Commitment Amount:

	$


	Lending Office (all Types of Loans):




	Attn:
	Telephone:		( )
	Telecopy:		( )

SCHEDULE 1.1.(a)

Applicable Margin

Level	Borrower’s Credit Rating (S&P/Moody’s (other))	Applicable Margin for LIBOR Loans		Applicable Margin for Base Rate Loans
1	BBB+/Baa1 (or equivalent)	0.50	%	0.0	%
2	BBB/Baa2 (or equivalent)	0.65	%	0.0	%
3	BBB-/Baa3 (or equivalent)	0.80	%	0.15	%
4	< BBB-/Baa3 (or equivalent)	1.20	%	0.50	%

SCHEDULE 1.1.(b)

Facility Fee

Level	Facility Fee
1	0.15	%
2	0.20	%
3	0.20	%
4	0.25	%

SCHEDULE 1.1(a)

Applicable Margin

Level	Borrower’s Credit Rating (S&P/Moody’s (other))	Applicable Margin for LIBOR Loans		Applicable Margin for Base Rate Loans
1	BBB+/Baa1 (or equivalent)	0.50	%	0.0	%
2	BBB/Baa2 (or equivalent)	0.65	%	0.0	%
3	BBB-/Baa3 (or equivalent)	0.80	%	0.15	%
4	< BBB-/Baa3 (or equivalent)	1.20	%	0.50	%

SCHEDULE 1.1(b)

Facility Fee

Level	Facility Fee
1	0.15	%
2	0.20	%
3	0.20	%
4	0.25	%

SCHEDULE 1.1(c)

List of Loan Parties

Borrower

Hospitality Properties Trust (Maryland)

Guarantors

HH HPT Suite Properties LLC (Delaware)

HH HPTCW II Properties LLC (Delaware)

HH HPTCY Properties LLC (Delaware)

HH HPTMI III Properties LLC (Delaware)

HH HPTRI Properties LLC (Delaware)

HH HPTWN Properties LLC (Delaware)

HPT CW Properties Trust (Maryland)

HPT HSD Properties Trust (Maryland)

HPT IHG Canada Properties Trust (Delaware)

HPT IHG GA Properties LLC (Maryland)

HPT IHG PR, Inc. (Puerto Rico)

HPT IHG Properties Trust (Maryland)

HPT IHG-2 Properties Trust (Maryland)

HPTLA Properties Trust (Maryland)

HPT Smokey Mountain LLC (Delaware)

HPT Suite Properties Trust (Maryland)

HPTCY Properties Trust (Maryland)

HPTMI Hawaii, Inc. (Delaware)

HPTMI II Properties Trust (Maryland)

HPTMI Properties Trust (Maryland)

HPTRI Properties Trust (Maryland)

HPTSHC Properties Trust (Maryland)

HPTSY Properties Trust (Maryland)

HPTWN Properties Trust (Maryland)

SCHEDULE 6.1(b)

Ownership Structure

Part I (Subsidiaries)

Entity and Jurisdiction of Organization	Ownership Structure	Material Subsidiary	Excluded Subsidiary	Unleveraged Non- Domestic Subsidiary
Candlewood Jersey City — Urban Renewal, L.L.C. (New Jersey)	HPT CW Properties Trust owns 100% of the company interests.
HH HPT Suite Properties LLC (Delaware)	HPT Suite Properties Trust owns 10,000 units of membership interest, representing 100% ownership.
HH HPTCW II Properties LLC (Delaware)	HPTCW II Properties Trust owns 10,000 units of membership interest, representing 100% ownership.
HH HPTCY Properties LLC (Delaware)	HPTCY Properties Trust owns 100% of the membership interest.
HH HPTMI III Properties LLC (Delaware)	HPTMI III Properties Trust owns 10,000 units of membership interest, representing 100% ownership.
HH HPTRI Properties LLC (Delaware)	HPTRI Properties Trust owns 10,000 units of membership interest, representing 100% ownership.
HH HPTWN Properties LLC (Delaware)	HPTWN Properties Trust owns 10,000 units of membership interest, representing 100% ownership.
HPT CW MA Realty Trust (Massachusetts nominee trust)	HPT CW Properties Trust owns 100% of the beneficial interests. Acts as nominee of HPT CW Properties Trust.
HPT CW Overland Park LLC (Maryland)	HPT CW Properties Trust owns 100% of the company interests.
HPT CW Properties Trust (Maryland)	Hospitality Properties Trust owns 1,000 shares of beneficial interest, representing 100% ownership.	X
HPT HSD Properties Trust (Maryland)	Hospitality Properties Trust owns 100 common shares of beneficial interest, representing 100% ownership.	X

Entity and Jurisdiction of Organization	Ownership Structure	Material Subsidiary	Excluded Subsidiary	Unleveraged Non- Domestic Subsidiary
HPT IHG Canada Corporation (New Brunswick)	HPT IHG Canada Properties Trust owns 1 common share, representing 100% ownership. Acts as nominee for HPT IHG Canada Properties Trust.
HPT IHG Canada Properties Trust (Delaware)	HPT IHG-2 Properties Trust owns 100% of the beneficial interests.
HPT IHG GA Properties LLC (Maryland)	HPT IHG-2 Properties Trust owns 100% of the company interests.
HPT IHG PR, Inc. (Puerto Rico)	HPT IHG-2 Properties Trust owns 500,000 shares of common stock, representing 100% ownership.	X
HPT IHG Properties Trust (Maryland)	Hospitality Properties Trust owns 100 common shares of beneficial interest, representing 100% ownership.	X
HPT IHG-2 Properties Trust (Maryland)	Hospitality Properties Trust owns 1,000 shares of beneficial interest, representing 100% ownership.	X
HPTLA Properties Trust (Maryland)	Hospitality Properties Trust owns 100 shares of common beneficial interest, representing 100% ownership.
HPT Smokey Mountain LLC (Delaware)	Hospitality Properties Trust owns 9,900 units of membership interest, representing 99% ownership. Smokey Mountain, Inc. owns 100 units of membership interest, representing 1% ownership.
HPT Suite Properties Trust (Maryland)	Hospitality Properties Trust owns 1,000 shares of beneficial interest, representing 100% ownership.	X
HPTCY Properties Trust (Maryland)	Hospitality Properties Trust owns 100 shares of beneficial interest, representing 100% ownership.	X
HPTMI Hawaii, Inc. (Delaware)	HPTMI Properties Trust owns 100 shares of common stock, representing 100% ownership.
HPTMI II Properties Trust (Maryland)	Hospitality Properties Trust owns 1,000 shares of beneficial interest, representing 100% ownership.	X
HPTMI Properties Trust (Maryland)	Hospitality Properties Trust owns 100 shares of beneficial interest, representing 100% ownership.	X
HPTRI Properties Trust (Maryland)	Hospitality Properties Trust owns 100 shares of beneficial interest, representing 100% ownership.	X
HPTSHC Properties Trust (Maryland)	Hospitality Properties Trust owns 100 shares of common beneficial interest, representing 100% ownership.	X

Entity and Jurisdiction of Organization	Ownership Structure	Material Subsidiary	Excluded Subsidiary	Unleveraged Non- Domestic Subsidiary
HPTSY Properties Trust (Maryland)	Hospitality Properties Trust owns 100 shares of beneficial interest, representing 100% ownership.
HPTWN Properties Trust (Maryland)	Hospitality Properties Trust owns 100 shares of beneficial interest, representing 100% ownership.	X
HPT TRS IHG-1, Inc. (Maryland)	HPT TRS, Inc. owns 100 shares of common stock, representing 100% ownership.
HPT TRS IHG-2, Inc. (Maryland)	HPT TRS, Inc. owns 100 shares of common stock, representing 100% ownership.
HPT TRS MI-135, Inc. (Delaware)	HPT TRS, Inc. owns 100 shares of common stock, representing 100% ownership.
HPT TRS SPES II, Inc. (Maryland)	HPT TRS, Inc. owns 100 shares of common stock, representing 100% ownership.
HPT TRS, Inc. (Delaware)	Hospitality Properties Trust owns 100 shares of common stock, representing 100% ownership.

SCHEDULE 6.1(f)

Title to Properties; Liens

Part I- List of Properties

Brand	Address	City	State

Host (lease no. 1)
Courtyard by Marriott	2101 E. Camelback Road	Phoenix	AZ
Courtyard by Marriott	13444 E. Shea Boulevard	Scottsdale	AZ
Courtyard by Marriott	4994 Verdugo Way	Camarillo	CA
Courtyard by Marriott	2000 E. Mariposa Avenue	El Segundo (LA AP)	CA
Courtyard by Marriott	9950 Slater Avenue	Fountain Valley	CA
Courtyard by Marriott	23175 Avenida de la Carlota	Laguna Hills	CA
Courtyard by Marriott	1727 Technology Drive	San Jose	CA
Courtyard by Marriott	1925 W. 190th Street	Torrance	CA
Courtyard by Marriott	48 Geoffrey Drive	Newark (Wilmington)	DE
Courtyard by Marriott	2000 NW Executive Center Court	Boca Raton	FL
Courtyard by Marriott	15700 NW 77th Court	Hialeah (Miami Lakes)	FL
Courtyard by Marriott	4600 San Pablo Road	Jacksonville	FL
Courtyard by Marriott	3000 Cumberland Boulevard	Atlanta (Cumberland)	GA
Courtyard by Marriott	1132 Techwood Drive	Atlanta (Midtown)	GA
Courtyard by Marriott	3399 International Boulevard	Hapeville (Atlanta AP 2)	GA
Courtyard by Marriott	3990 Sheraton Drive	Macon	GA
Courtyard by Marriott	6235 McDonough Drive	Norcross (JC Blvd)	GA
Courtyard by Marriott	895 Golden Valley Drive	Bettendorf (Quad City)	IA
Courtyard by Marriott	3700 N. Wilke Road	Arlington Heights	IL
Courtyard by Marriott	10290 N. Meridian Street	Indianapolis	IN
Courtyard by Marriott	275 Independence Way	Danvers	MA
Courtyard by Marriott	35 Foxborough Boulevard	Foxborough	MA
Courtyard by Marriott	300 River Ridge Drive	Norwood	MA
Courtyard by Marriott	200 Technology Center Drive	Stoughton	MA
Courtyard by Marriott	240 Mishawum Road	Woburn	MA
Courtyard by Marriott	30 Industrial Avenue	Lowell	MA
Courtyard by Marriott	10 Fortune Boulevard	Milford	MA
Courtyard by Marriott	8910 Stanford Boulevard	Columbia	MD
Courtyard by Marriott	6301 Golden Triangle Drive	Greenbelt	MD
Courtyard by Marriott	1296 Opdyke Road	Auburn Hills	MI
Courtyard by Marriott	11391 Viking Drive	Eden Prairie	MN
Courtyard by Marriott	7901 N. Tiffany Springs Parkway	Kansas City AP	MO
Courtyard by Marriott	500 E. 105th Street	Kansas City Holmes	MO
Courtyard by Marriott	333 West W.T. Harris Boulevard	Charlotte University	NC
Courtyard by Marriott	4192 Sycamore Dairy Road	Fayetteville	NC
Courtyard by Marriott	2001 Hospitality Court	Morrisville (Raleigh Durham)	NC

Courtyard by Marriott	140 Route 17 South	Mahwah	NJ
Courtyard by Marriott	600 Hope Road	Tinton Falls	NJ
Courtyard by Marriott	157 Route 10 East	Whippany (Hanover)	NJ
Courtyard by Marriott	17 Westage Drive/Rte 9 & I-84	Fishkill	NY
Courtyard by Marriott	6415 Yorktown Circle	Syracuse	NY
Courtyard by Marriott	450 Cherrington Parkway	Coraopolis (Pitt AP)	PA
Courtyard by Marriott	8900 Bartram Avenue	Philadelphia AP	PA
Courtyard by Marriott	2350 Easton Road Rte. 611	Willow Grove	PA
Courtyard by Marriott	9 Commerce Drive	Middletown	RI
Courtyard by Marriott	110 Mobile Drive	Spartanburg	SC
Courtyard by Marriott	2210 Bams Drive	Chattanooga	TN
Courtyard by Marriott	10325 N. Central Expressway	Dallas Northpark	TX
Courtyard by Marriott	1533 Claredon Boulevard	Arlington Rosslyn	VA
Courtyard by Marriott	3935 Centerview Drive	Fairfax (West Dulles)	VA
Courtyard by Marriott	470 McLaws Circle	Williamsburg	VA
Courtyard by Marriott	14615 NE 29th Place	Bellevue	WA
Courtyard by Marriott	16865 W. Bluemound Road	Brookfield (Milwaukee)	WI

Host (lease no. 2)
Residence Inn by Marriott	3440 N. Country Club Drive	Flagstaff	AZ
Residence Inn by Marriott	6040 N. Scottsdale Road	Scottsdale	AZ
Residence Inn by Marriott	5075 S. Priest Drive	Tempe	AZ
Residence Inn by Marriott	9930 Slater Avenue	Fountain Valley	CA
Residence Inn by Marriott	11002 Rancho Carmel Drive	San Diego (Rancho Bernardo)	CA
Residence Inn by Marriott	5465 Windward Parkway, West	Alpharetta	GA
Residence Inn by Marriott	201 East Walton Place	Chicago	IL
Residence Inn by Marriott	25 Connector Road	Westborough	MA
Residence Inn by Marriott	170 Admiral Cochrane Drive	Annapolis	MD
Residence Inn by Marriott	30120 Civic Center Boulevard	Warren	MI
Residence Inn by Marriott	201 Residence Inn Blvd	Durham	NC
Residence Inn by Marriott	3300 Prospect Avenue, NE	Albuquerque	NM
Residence Inn by Marriott	6420 Yorktown Circle	East Syracuse	NY
Residence Inn by Marriott	435 Metro Place South	Dublin	OH
Residence Inn by Marriott	3 Walnut Grove Drive	Horsham (Willow Grove)	PA
Residence Inn by Marriott	206 Ward Circle	Brentwood (Nash Farms)	TN
Residence Inn by Marriott	6950 N. Stemmons Freeway	Dallas Market Center	TX
Residence Inn by Marriott	10333 N. Central Expressway	Dallas North Park	TX

Marriott
Courtyard by Marriott	4300 Colonade Parkway	Birmingham	AL
Residence Inn by Marriott	50 State Farm Parkway	Homewood	AL
Courtyard by Marriott	5555 Shellmound Street	Emeryville	CA
Residence Inn by Marriott	5322 North Diana Avenue	Fresno	CA
Residence Inn by Marriott	3443 George Busbee Drive	Atlanta Town (Ken)	GA
TownePlace Suites by Marriott	3300 Northlake Pkwy	Atlanta/Northlake	GA
TownePlace Suites by Marriott	6640 Bay Circle	Norcross	GA

Marriott Hotels and Resorts	Kalapaki Beach, 3610 Rice Street	Lihue Kauai	HI
Courtyard by Marriott	2175 Marriott Drive	Chicago/W. Dundee	IL
TownePlace Suites by Marriott	2185 Marriott Drive	Chicago/W. Dundee	IL
Residence Inn by Marriott	1440 South White Oak Drive	Chicago/Waukegan	IL
Courtyard by Marriott	42700 Eleven Mile Road	Detroit/Novi	MI
TownePlace Suites by Marriott	42600 Eleven Mile Road	Detroit/Novi	MI
Marriott Hotels and Resorts	10700 Pear Tree Lane	St. Louis	MO
Residence Inn by Marriott	2020 Hospitality Court	Raleigh Airport/Morrissville	NC
Residence Inn by Marriott	2900 Regency Parkway	Raleigh/Cary	NC
Residence Inn by Marriott	9845 Gateway Drive	Reno	NV
Residence Inn by Marriott	2160 Motel Drive	Allentown	PA
Courtyard by Marriott	2180 Motel Drive	Allentown	PA
Courtyard by Marriott	2415 Mall Dr I-26 and Montague	Charleston/North	SC
Marriott Hotels and Resorts	600 Marriott Drive	Nashville	TN
Residence Inn by Marriott	1045 Waterwood Drive	Dallas-Richardson	TX
Courtyard by Marriott	3751 NE Loop 820	Fort Worth (Fossil Creek)	TX
Residence Inn by Marriott	5801 Sandshell Drive	Fort Worth (Fossil Creek)	TX
Courtyard by Marriott	9190 Gulf Freeway	Houston Hobby	TX
Residence Inn by Marriott	425 Bonham Street	San Antonio (Alamo)	TX
Residence Inn by Marriott	1111 Millmont Street	Charlottesville	VA
Residence Inn by Marriott	12815 Fairlakes Parkway	Fairfax	VA
TownePlace Suites by Marriott	14036 Thunderbolt Pl	Fairfax/Chantilly	VA
TownePlace Suites by Marriott	205 Hillwood Avenue	Falls Church	VA
TownePlace Suites by Marriott	200 Cybernetics Way, Yorktown	Norfolk/Newport	VA
TownePlace Suites by Marriott	4231 Park Place Court	Richmond/Glenn Cullen	VA
TownePlace Suites by Marriott	5757 Cleveland Street	Virginia Beach	VA
SpringHill Suites by Marriott	200 SW 19th Street	Renton	WA
TownePlace Suites by Marriott	300 SW 19th Street	Renton	WA

Crestline
Courtyard by Marriott	920 North 54th Street	Phoenix/S. Chandler	AZ
TownePlace Suites by Marriott	10740 North 90th Street	Phoenix/Scottsdale	AZ
Courtyard by Marriott	601 South Ash Ave.	Tempe	AZ
Residence Inn by Marriott	1350 Veterans Boulevard	Oyster Point/San Francisco	CA
Courtyard by Marriott	1300 Veterans Boulevard	Oyster Point/San Francisco	CA
Courtyard by Marriott	2250 Contra Costa Blvd.	Pleasant Hill	CA
Courtyard by Marriott	18090 San Ramon Valley Blvd.	San Ramon/Oakland	CA
Residence Inn by Marriott	1325 North Point Drive	Atlanta/Northpoint Mall	GA
Residence Inn by Marriott	345 St. Joseph Street	New Orleans	LA
TownePlace Suites by Marriott	238 Andover Street	Danvers	MA
Residence Inn by Marriott	1160 Winterson Road	BWI Airport	MD
Courtyard by Marriott	301 Residence Inn Blvd	Durham	NC
Residence Inn by Marriott	3 Gatehall Drive	Parsippany	NJ
Courtyard by Marriott	1901 North Rainbow Blvd	Las Vegas West/Summerlin	NV
Courtyard by Marriott	1515 NW Expressway	Oklahoma City	OK
SpringHill Suites by Marriott	1100 Airport Center Drive	Nashville AP	TN
Courtyard by Marriott	2191 N. Greenville Avenue	Dallas/Richardson	TX

Courtyard by Marriott	3950 Westerre Parkway	Richmond	VA
Residence Inn by Marriott	200 Hotel Circle, Northgate Business Pk	Charleston	WV

Carlson Hotels Corporation
Park Plaza Hotels and Resorts	7475 W. Chandler Blvd.	Chandler	AZ
Park Plaza Hotels and Resorts	2641 W. Union Hills Dr.	No. Phoenix	AZ
Radisson Hotels and Resorts	427 N. 44th Street	Phoenix AP	AZ
Country Inn & Suites	5975 Lusk Boulevard	San Diego	CA
Country Inn & Suites	1300 Chesapeake Terrace	Sunnyvale	CA
Country Inn & Suites (2)	800 Hammond Drive, N.E.	Atlanta (Perimeter)	GA
Country Inn & Suites (2)	1837 Centre Point Circle	Naperville	IL
Park Plaza Hotels and Resorts	4460 W.78th St. Circle	Bloomington	MN
Radisson Hotels and Resorts (1)	1112 Airport Center Dr.	Nashville	TN
Radisson Hotels and Resorts	215 West South Temple	Salt Lake City	UT
Country Inn & Suites (1)	19333 North Creek Parkway	Bothell	WA
Radisson Hotels and Resorts	18118 Pacific Highway South	Seattle	WA

Homestead
Homestead Studio Suites	330 Grand Regency Blvd	Brandon/Tampa	FL
Homestead Studio Suites	2311 Ulmerton Road	Clearwater/Tampa	FL
Homestead Studio Suites	3873 W. Commercial Blvd	Ft Lauderdale/Tamarac	FL
Homestead Studio Suites	8720 NW 33rd Street	Miami AP/Doral	FL
Homestead Studio Suites	5401 Beaumont Center Boulevard East	North AP/Tampa	FL
Homestead Studio Suites	7550 State Road 84	Plantation/Davie	FL
Homestead Studio Suites	1339 Executive Park Drive	Executive Park/Atlanta (N.Druid Hill)	GA
Homestead Studio Suites	7049 Jimmy Carter Blvd	Peachtree Corners/Norcross/Atlanta	GA
Homestead Studio Suites	939 International Drive	BWI/Washington DC	MD
Homestead Studio Suites	20141 Century Blvd	Germantown/DC	MD
Homestead Studio Suites	4810 Bluestone Drive	HWY 70 Crabtree Valley/Raliegh	NC
Homestead Studio Suites	4515 N.C. Highway 55	Research Triangle/Raliegh/Durham	NC
Homestead Studio Suites	45350 Catalina Court	Dulles North/ Sterling	VA
Homestead Studio Suites	4504 Brookfield Corporate Drive	Dulles South/ Chantilly	VA
Homestead Studio Suites	12104 Monument Drive	Fair Oaks/Fairfax/DC	VA
Homestead Studio Suites	10961 W. Broad Street	Innsbrook/Richmond	VA
Homestead Studio Suites	8281 Willow Oaks Corporate Drive	Merrifield/Fairview Park	VA
Homestead Studio Suites	12910 Sunset Hills Road	Reston/DC	VA

Hyatt Corp.
AmeriSuites	1413 West Rio Salado Pkwy	Tempe	AZ
AmeriSuites	6885 South Tucson Blvd.	Tucson	AZ
AmeriSuites	503 W Garden of the Gods Road	Colorado Springs	CO
AmeriSuites	5435 Forbes Place	Orlando	FL
AmeriSuites	10007 Princess Palm Ave.	Tampa	FL
AmeriSuites	1899 Sullivan Road	College Park (Atlanta	GA

		Airport)
AmeriSuites	3530 Venture Parkway	Gwinnett / Duluth	GA
AmeriSuites	2876 Spring Hill Parkway	Smyrna / Cumberland	GA
AmeriSuites	111 W. Washington Ctr. Road	Fort Wayne	IN
AmeriSuites	5500 Bradbury Ave.	Indianapolis	IN
AmeriSuites	5001 West 110th Street	Overland Park	KS
AmeriSuites	45400 Park Avenue	Utica	MI
AmeriSuites	7600 North West 97th Terrace	Kansas City	MO
AmeriSuites	4119 South Stream Boulevard	Charlotte	NC
AmeriSuites	118 Salter Path Road	Pine Knoll Shores	NC
AmeriSuites	8000 Crawford Place	Mt. Laurel	NJ
AmeriSuites	6161 Park Center Circle	Columbus/Dublin	OH
AmeriSuites	330 East Main Street	Hendersonville	TN
AmeriSuites	7522 North IH-35	Austin	TX
AmeriSuites	5229 Spring Valley Road	Dallas Galleria	TX
AmeriSuites	6030 Gateway Blvd. East	El Paso	TX
AmeriSuites	601 St. Mary Street	San Antonio Riverwalk	TX
AmeriSuites	4994 Weststone Plaza	Chantilly	VA
AmeriSuites	21481 Ridgetop Circle	Loudoun Tech Ctr/Sterling	VA

InterContinental (no. 1)
Staybridge Suites	21902 Lassen Street	Chatsworth	CA
Staybridge Suites	11855 Avenue of Industry	San Diego/Carmel Mountain	CA
Staybridge Suites	6639 Mira Mesa Blvd	San Diego/Sorrento/ Mesa	CA
Staybridge Suites	1350 Huntington Ave.	San Francisco/San Bruno	CA
Staybridge Suites	1602 Crane Court	San Jose	CA
Staybridge Suites	900 Hamlin Ct.	Sunnyvale	CA
Staybridge Suites	19901 Prairie Ave.	Torrance	CA
Staybridge Suites	7820 Park Meadow Drive	Denver South/Lone Tree	CO
Staybridge Suites	410 North Pine Island Road	Ft Lauderdale/Plantation	FL
Staybridge Suites	8751 Suiteside Drive	Orlando Cypress	FL
Staybridge Suites	8480 International Drive	Orlando Int’l	FL
Staybridge Suites	3980 North Point Parkway	Atlanta Alpharetta/Northpoint	GA
Staybridge Suites	760 Mt Vernon Highway, N.E.	Atlanta Perimeter	GA
Staybridge Suites	4601 Ridgeview Road	Atlanta/Perimeter	GA
Staybridge Suites	901 E. Woodfield Office Court	Schaumburg	IL
Staybridge Suites	11 Old Concord Road	Boston Burlington	MA
Staybridge Suites	4 Tech Drive	Boston/Andover	MA
Staybridge Suites	8844 Columbia 100 Pkwy	Baltimore/Columbia	MD
Staybridge Suites	2050 Featherstone Road	Detroit/Auburn Hills	MI
Staybridge Suites	1855 Craigshire Road	St. Louis (Westport)	MO
Staybridge Suites	7924 Forest Pine Drive	Charlotte/Arrowood	NC
Staybridge Suites	4375 U.S. Route 1 South	Princeton	NJ
Staybridge Suites	260 Davidson Ave.	Somerset	NJ
Staybridge Suites	20 Morehall Road	Malvern	PA
Staybridge Suites	3163 Outlet Blvd.	Myrtle Beach	SC

Staybridge Suites	10201 Stonelake Blvd	Austin/Northwest	TX
Staybridge Suites	5190 Hidalgo Street	Houston Galleria	TX
Staybridge Suites	4320 Spectrum One	San Antonio NW/Colonnade	TX
Staybridge Suites	13700 Coppermine Rd.	Dulles/Herndon	VA
Staybridge Suites	7301 NE 41st Street	Vancouver/Portland	WA

InterContinental (no. 2)
Candlewood Suites	600 Corporate Ridge Drive	Birmingham	AL
Candlewood Suites	201 Exchange Place	Madison/Huntsville	AL
Candlewood Suites	11411 N. Black Canyon Hgwy	Phoenix	AZ
Candlewood Suites	1335 W. Baseline Road	Tempe	AZ
Candlewood Suites	12901 Garden Grove Blvd.	Garden Grove	CA
Candlewood Suites	16150 Sand Canyon Avenue	Irvine	CA
Candlewood Suites	3 South Pointe Drive	Los Angeles (Irvine East)	CA
Candlewood Suites	2600 S. Red Hill Avenue	Santa Ana	CA
Candlewood Suites	481 El Camino Real	Silicon Valley - San Jose	CA
Candlewood Suites	6780 S. Galena Street	Denver (Tech Center)	CO
Candlewood Suites	895 Tabor Street	Denver/Lakewood	CO
Candlewood Suites	1151 East Main Street	Meriden	CT
Candlewood Suites	644 Raymond Avenue	Altamonte Springs	FL
Candlewood Suites	13231 49th St. N.	Clearwater	FL
Candlewood Suites	4990 Belfort Road	Jacksonville	FL
Candlewood Suites	8855 NW 27th Street	Miami	FL
Candlewood Suites	3665 Shackleford Road	Duluth	GA
Candlewood Suites	7625 Office Plaza Drive N.	Des Moines	IA
Candlewood Suites	2875 Greenspoint Parkway	Hoffman Estates	IL
Candlewood Suites	1100 N. US Highway 45	Libertyville	IL
Candlewood Suites	1200 E. Bank Drive	Schaumburg	IL
Candlewood Suites	4021 N. Mannheim Road	Schiller Park	IL
Candlewood Suites	27 W. 300 Warrenville Road	Warrenville	IL
Candlewood Suites	1151 S. Waukegan Road	Waukegan	IL
Candlewood Suites	8000 Capitol Drive	Wheeling	IL
Candlewood Suites	11001 Oakmont	Overland Park	KS
Candlewood Suites	3141 N. Webb Road	Wichita Northeast	KS
Candlewood Suites	570 South Julia	Wichita West (airport)	KS
Candlewood Suites	11762 Commonwealth Drive	Louisville (Jeffersontown)	KY
Candlewood Suites	130 Middlesex Turnpike	Boston - Burlington	MA
Candlewood Suites	235 Wood Road	Boston/Braintree	MA
Candlewood Suites	1247 Winterson Road	Baltimore/AP (Linthicum)	MD
Candlewood Suites	701 Waymarket Way	Ann Arbor	MI
Candlewood Suites	1650 Opdyke Road	Auburn Hills	MI
Candlewood Suites	1 Corporate Drive	Detroit (Southfield)	MI
Candlewood Suites	7010 Convention Blvd	Detroit/Warren	MI
Candlewood Suites	37555 Hills Tech Drive	Detroit-Farmington Hills	MI
Candlewood Suites	2550 Troy Center Drive	Troy	MI
Candlewood Suites	351 West 77th Street	Richfield (Minneapolis)	MN
Candlewood Suites	3250 Rider Trail S.	Earth City	MO

Candlewood Suites	8812 University East Drive	Charlotte	NC
Candlewood Suites	5840 Westpark Drive	Charlotte	NC
Candlewood Suites	7623 Thorndike Road	Greensboro	NC
Candlewood Suites	1020 Buck Jones Road	Raleigh	NC
Candlewood Suites	360 South 108th Ave.	Omaha	NE
Candlewood Suites	21 Second Street	Jersey City	NJ
Candlewood Suites	4000 Crawford Place	Mt. Laurel	NJ
Candlewood Suites	100 Candlewood Drive	Parsippany-Morris Plains	NJ
Candlewood Suites	41 World’s Fair Drive	Somerset	NJ
Candlewood Suites	3025 Menaul Bouleard	Albuquerque	NM
Candlewood Suites	4034 Paradise Road	Las Vegas	NV
Candlewood Suites	20 Overlook Blvd.	Nanuet	NY
Candlewood Suites	10665 Techwoods Circle	Cincinnati (Blue Ash)	OH
Candlewood Suites	590 Taylor Road	Gahanna	OH
Candlewood Suites	24741 Country Club Blvd.	North Olmsted	OH
Candlewood Suites	4400 River Park Drive	Oklahoma City	OK
Candlewood Suites	250 Business Center Drive	Philadelphia (Willow Grove)	PA
Candlewood Suites	100 Chauvet Drive	Pittsburgh	PA
Candlewood Suites	5129 Virginia Way	Nashville	TN
Candlewood Suites	10206 Parkside Drive	Knoxville	TN
Candlewood Suites	2221 Brookhollow Plaza Drive	Arlington	TX
Candlewood Suites	4320 Interstate 35 Service S	Austin (South)	TX
Candlewood Suites	9701 Stonelake Boulevard	Austin/Stonelake(NW)	TX
Candlewood Suites	13939 Noel Road	Dallas	TX
Candlewood Suites	12525 Greenville Avenue	Dallas	TX
Candlewood Suites	5201 Endicott Avenue	Ft Worth	TX
Candlewood Suites	4900 Loop Central Drive	Houston	TX
Candlewood Suites	10503 Town & Country Way	Houston (Town & Country)	TX
Candlewood Suites	2737 Bay Area Blvd	Houston/Clear Lake	TX
Candlewood Suites	4033 W. Sam Houston Parkway	Houston/Westchase	TX
Candlewood Suites	5300 Green Park Drive	Irving/Las Colinas	TX
Candlewood Suites	4701 Legacy Drive	Plano	TX
Candlewood Suites	9350 IH 10 West	San Antonio	TX
Candlewood Suites	2170 West North Temple	Salt Lake City (AP North Temple)	UT
Candlewood Suites	6990 S. Park Center Drive	Salt Lake City (Fort Union)	UT
Candlewood Suites	401 Butler Farm Road	Norfolk / Hampton	VA

InterContinental (no. 3)
Holiday Inn	1915 South Manchester Avenue	Anaheim	CA
Staybridge Suites	1855 S. Manchester Avenue	Anaheim	CA
Crowne Plaza	5985 Century Blvd	Los Angeles	CA
Crowne Plaza	300 N. Harbor Drive	Redondo Beach	CA
Holiday Inn	4669 Airport Blvd.	Atlanta	GA
Crowne Plaza	66 Hale Avenue	White Plains	NY
Crowne Plaza	130 Shipyard Drive	Hilton Head Island	SC
Holiday Inn	5795 Poplar Avenue	Memphis	TN

InterContinental	2222 West Loop South	Houston	TX
Staybridge Suites	355 South Park Road	Thornhill/Markham	Ontario, Canada
InterContinental	220 Bloor Street West	Toronto	Ontario, Canada
InterContinental	5961 Isle Verde Avenue	San Juan	Puerto Rico

(End of List)

(1) Hotel is currently branded as Prime Hotels and Resorts and is expected to be rebranded as the Carlson Hotels brand shown here on or about June 1, 2005.

(2) Hotel is currently branded as Prime Hotels and Resorts and is expected to be rebranded as the Carlson Hotels brand shown here on or about June 29, 2005.

Part II - Liens

Mortgage and Security Agreement dated as of June 15, 2001, encumbering, among other property, that certain parcel of real property located in Overland Park, Kansas, securing a Promissory Note, assumed by HPT CW Overland Park LLC, payable to Prudential Mortgage Capital, LLC, in the original sum of $4,000,000 (the “Overland Park Note”).

SCHEDULE 6.1(g)

Indebtedness and Guaranties

1. Indenture, dated as of February 25, 1998, between the Company and State Street Bank and Trust Company. (Unsecured)

2. Supplemental Indenture No. 1, dated as of February 25, 1998, between the Company and State Street Bank and Trust Company, relating to the Company’s 7.00% Senior Notes due 2008, including form thereof. (Unsecured) ($150,000,000)

3. Supplemental Indenture No. 4 dated as of July 14, 2000, between the Company and State Street Bank and Trust Company, relating to the Company’s 9.125% Senior Notes due 2010, including form thereof. (Unsecured) ($50,000,000)

4. Supplemental Indenture No. 6 dated as of July 8, 2002 between the Company and State Street Bank and Trust Company, including form of 6.85% Senior Notes due 2012. (Unsecured) ($125,000,000)

5. Supplemental Indenture No. 7 dated as of January 24, 2003 between the Company and U.S. Bank National Association, as successor trustee, relating to the Company’s 6 3/4% Senior Notes due 2013, including form of thereof. (Unsecured) ($300,000,000)

6. Supplemental Indenture No. 8 dated as of February 15, 2005 between the Company and U.S. Bank National Association, as successor trustee, relating to the Company’s 5 1/8% Senior Notes due 2015, including form of thereof. (Unsecured) ($300,000,000)

7. Indebtedness under this Agreement. (Unsecured) ($175,000,000)

8. Overland Park Note (Secured) ($3,810,000)

9. Substitution of Guarantor and Indemnitor Agreement dated as of December 31, 2003, by and among Hospitality Properties Trust, Candlewood Hotel Company, Inc. and LaSalle Bank National Association (with respect to an Indemnity and Guaranty Agreement dated as of June 15, 2001 executed by Candlewood Hotel Company, Inc. in favor of Prudential Mortgage Capital Company, LLC).

[Amounts stated above represent the unpaid principal balance as of 3/31/05]

SCHEDULE 6.1(h)

Material Contracts

Part I — Material Contracts

· Advisory Agreement, dated January 1, 1998, by and between REIT Management & Research, Inc. and the Company.

· Amendment No. 1 to Advisory Agreement, dated March 10, 2004, by and between Reit Management & Research, LLC and the Company.

· Amended and Restated Master Lease Agreement, dated as of December 23, 1999, by and between HPTSHC Properties Trust and Summerfield HPT Lease Company, L.P.

· Master Lease Agreement, dated as of April 30, 1999, by and among the Company, HPTCY Properties Trust and HMH HPT Courtyard LLC.

· Agreement to Assign, Release, Franchise and Manage, dated as of June 15, 2001, by and among HPT, HPTMI Properties Trust (“HPTMI”), HPTMI Hawaii, Inc. (“HPTMI Hawaii”), HPT TRS MI-135, Inc. (“TRS”), Marriott International, Inc. (“MI”), CR14 Tenant Corporation (“CR14”), CRTM17 Tenant Corporation (“CRTM17”), Courtyard Marriott Corporation (“Courtyard”), Marriott Hotel Services, Inc. (“Full Service Manager”), Residence Inn by Marriott, Inc. (“Residence Inn”), SpringHill SMC Corporation (“SpringHill”) and TownePlace Management Corporation, (“TownePlace”).

· Pooling Agreement, dated as of June 15, 2001, by and among MI, Full Service Manager, Residence Inn, Courtyard, SpringHill, TownePlace and TRS.

· Amended and Restated Limited Rent Guaranty, dated as of June 15, 2001, made by MI in favor of HPTMI.

· Guaranty, dated as of June 15, 2001, made by MI in favor of TRS.

· Holdback and Security Agreement, dated as of June 15, 2001, by and among MI, St. Louis Airport, L.L.C., Nashville Airport, L.L.C., Residence Inn, Courtyard, SpringHill, TownePlace, Full Service Manager, CR14, CRTM17, TRS, HPTMI Hawaii and HPTMI.

· Second Amended and Restated Lease Agreement, dated April 12, 2002, by and between HPT CW Properties Trust and Candlewood Leasing No. 3, Inc.

· Termination Agreement, dated October 27, 2003, among HPT CW Properties Trust, John G. Murray, Trustee of HPT CW MA Realty Trust, HH HPTCW II Properties LLC, the Company, Candlewood Hotel Company, Inc. and Candlewood Leasing No. 1, Inc.

· Management Agreement, dated as of October 27, 2003, by and between HPT TRS IHG-1, Inc. and InterContinental Hotels Group Resources, Inc.

· First Amendment to Management Agreement, dated as of February 16, 2005, by and between HPT TRS IHG-1 and InterContinental.

· Amended and Restated Consolidated Guaranty Agreement, dated as of February 16, 2005, by InterContinental Hotels Group Plc for the benefit of HPT TRS IHG-1 and the Company.

· Management Agreement, dated as of February 16, 2005, by and between HPT TRS IHG-2, Inc. (“HPT TRS IHG-2”) and IHG Management (Maryland) LLC.

· Lease Agreement, dated as of February 16, 2005, by and among HPT IHG PR, Inc. and InterContinental Hotels (Puerto Rico) Inc.

· Registration Agreement, dated as of October 10, 2003, by and between the Company and HRPT Properties Trust.

· See Schedule 6.1(g).

[Certain of the foregoing may not constitute Material Contracts as defined by the Amended and Restated Credit Agreement but are provided for informational purposes.]

Part II — Operating Agreements and Ancillary Agreements

HOST MARRIOTT RESIDENCE INN POOL

OPERATING AGREEMENTS

· Master Lease Agreement, dated as of April 30, 1999.

· Amended and Restated Sublease, dated as of April 30, 1999.

ANCILLARY AGREEMENTS

· Consent to Sublease and Agreement.

· Directions Regarding Payments and Treatment of “Owner” Under Management Agreements.

· Membership Interest Pledge and Security Agreement.

· Cash Management and Security Agreement.

· Global Amendment to Security Agreements.

· Pledge and Security Agreement - Demand Note.

· Amendment (HPT).

· Amendment (Host).

· Guaranty Agreement, dated as of May 6, 2003.

HOST MARRIOTT COURTYARD POOL

OPERATING AGREEMENTS

· Master Lease Agreement, dated as of April 30, 1999.

· Amended and Restated Sublease, dated as of April 30, 1999.

ANCILLARY AGREEMENTS

· Consent to Sublease and Agreement.

· Directions Regarding Payments and Treatment of “Owner” Under Management Agreements.

· Membership Interest Pledge and Security Agreement.

· Cash Management and Security Agreement.

· Global Amendment to Security Agreements.

· Pledge and Security Agreement - Demand Note.

· Amendment (HPT).

· Amendment (Host).

· Guaranty Agreement, dated as pf May 6, 2003.

CANDLEWOOD POOL

OPERATING AGREEMENTS

· Management Agreement, dated as of October 27, 2003, between Existing Manager and TRS-1 (Re: Candlewood).

· First Amendment to Management Agreement, dated as of the Closing Date, by and between Existing Manager and TRS-1, which amends and restates that certain Management Agreement, dated as of October 27, 2003, between Existing Manager and TRS-1 (Re: Candlewood).

ANCILLARY AGREEMENTS

· Amended and Restated Consolidated Guaranty Agreement, dated as of the Closing Date, made by Intercontinental Hotels Group PLC (“ IHG ”) in favor of TRS-2, Inc., TRS-1, PR Owner and Hospitality Properties Trust (“ HPT ”).

· Guaranty Agreement, dated October 27, 2003 by HPT in favor of IHG.

HOMESTEAD VILLAGE POOL

OPERATING AGREEMENTS

· Lease Agreement, dated as of February 23, 1999.

· First Amendment to Lease Agreement, dated of May 7, 2002.

ANCILLARY AGREEMENTS

· Security Agreement.

· FF&E Reserve Assignment and Security Agreement.

· Guaranty Agreement.

· Blocked Account Agreement.

STAYBRIDGE POOL

OPERATING AGREEMENTS

· Management Agreement, dated as of July 1, 2003 (the “ Closing Date ”), by and between Hotels Group Resources, Inc. (“ Seller ”) and HPT TRS IHG-1, Inc. (“ TRS ”).

· First Amendment to Management Agreement, dated as of the Closing Date, by and between Intercontinental Hotels Group Resources, Inc. (“ Manager ”) and HPT TRS IHG-1, Inc. (“ TRS ”).

· Second Amendment to Management Agreement, dated as of March, 2004, by and between Manager and TRS.

· Third Amendment to Management Agreement, dated as of the Closing Date, by and between InterContinental Hotel Group Resources, Inc. (“ Existing Manager ”) and HPT TRS IHG-1, Inc., a Maryland corporation (“ TRS-1 ”), which amends and restates that certain Management Agreement, dated as of July 1, 2003, between Existing Manager and TRS-1 (Re: Staybridge).

ANCILLARY AGREEMENTS

· Guaranty Agreement, dated as of the Closing Date, made by Hospitality Properties Trust (“ HPT ”) in favor of Seller.

HYATT POOL

OPERATING AGREEMENTS

· Management Agreement, dated as of April 1, 2005, by and between HPT TRS SPES II, INC. (“ Tenant ”) and Route 46 Management Associates Corp. (“ Select Manager ”) .

ANCILLARY AGREEMENTS

· Guaranty Agreement, dated as of April 1, 2005, executed by Hospitality Properties Trust (“ HPT ”) for the benefit of Select Manager.

· Guaranty Agreement, dated as of April 1, 2005, executed by Hyatt Corporation (“ Hyatt ”) for the benefit of the HPT Parties.

CARLSON POOL

OPERATING AGREEMENTS

· Management Agreement, dated as of April 1, 2005, by and between Tenant and LIBOR Management LLC (“ Carlson Manager ”).

ANCILLARY AGREEMENTS

· Guaranty Agreement, dated as of April 1, 2005, executed by HPT for the benefit of Carlson Manager.

· Guaranty Agreement, dated as of April 1, 2005, executed by Carlson Hotels Worldwide, Inc. (“ CHW ”), for the benefit of the HPT Parties.

IHG POOL

OPERATING AGREEMENTS

· Management Agreement, dated as of the Closing Date, by and between IHG Management (Maryland) LLC (“ Manager ”) and HPT TRS IHG-2, Inc., a Maryland corporation (“ TRS-2 ”).

· Assignment and Assumption of Management Agreement between Manager and InterContinental Hotels Group (Canada), Inc. (the “Canadian Manager”).

· Lease Agreement, dated as of the Closing Date, by and between HPT IHG PR, Inc. f/k/a Target (“ PR Owner ”)and InterContinental Hotels (Puerto Rico), Inc. (“ PR Tenant ”).

ANCILLARY AGREEMENTS

· Guaranty Agreement, dated as of the Closing Date, made by PR Tenant in favor of TRS-1, TRS-2, PR Owner and HPT.

· HPT Guaranty, dated as of the Closing Date, made by HPT in favor of Manager and PR Tenant.

MARRIOTT POOL

OPERATING AGREEMENTS

· Management Agreement, dated as of June 15, 2001, between Courtyard by Marriott, Inc., as Manager and HPT TRS MI-135, Inc., as Tenant, as amended by First Amendment to and Confirmation of Management Agreement (Courtyard), dated as of September 7, 2001, between Manager and Tenant. A Pooling Agreement is an ancillary agreement to this Management Agreement.

· Management Agreement, dated as of June 15, 2001, between Residence Inn by Marriott, Inc., as Manager and HPT TRS MI-135, Inc., as Tenant, as amended by First Amendment to and Confirmation of Management Agreement (Courtyard), dated as of September 7, 2001, between Manager and Tenant. A Pooling Agreement is an ancillary agreement to this Management Agreement.

· Management Agreement, dated as of June 15, 2001, between SpringHill SMC Corporation and HPT TRS MI-135, Inc. A Pooling Agreement is an ancillary agreement to this Management Agreement.

· Management Agreement, dated as of June 15, 2001, between TownePlace Management Corporation, as Manager and HPT TRS MI-135, Inc., as Tenant. A Pooling Agreement is an ancillary agreement to this Management Agreement.

· Management Agreement, dated as of June 15, 2001, between Marriott Hotel Services, Inc., a subsidiary of Marriott International, Inc., as Manager and HPT TRS MI-135, Inc., as Tenant. A Pooling Agreement is an ancillary agreement to this Management Agreement.

· First Amendment to and Confirmation of Management Agreement, dated as of the Second Closing Date, by and between (i) Courtyard Management Corporation (“ Courtyard “) and TRS, and (ii) Residence Inn By Marriott, Inc. (“ Residence Inn ”) and TRS.

· Second Amendment to and Confirmation of Management Agreement, dated as of the Third Closing Date, by and between Residence Inn By Marriott, Inc. (“ Residence Inn ”) and TRS.

· Third Amendment to and Confirmation of Management Agreement, dated as of the Fourth Closing Date, by and between Residence Inn By Marriott, Inc. (“Residence Inn”) and TRS.

· Fourth Amendment to and Confirmation of Management Agreement, dated as of the Fifth Closing Date, by and between Residence Inn By Marriott, Inc. (“ Residence Inn ”) and TRS.

· Management Agreement, dated as of the Sixth Closing Date, by and between Marriott International, Inc. (“MI”) and TRS.

· Confirmation of Management Agreement, dated as of the Sixth Closing Date, by and between Marriott International, Inc. (“MI”) and TRS.

· Fifth Amendment to and Confirmation of Management Agreement, dated as of the Seventh Closing Date, by and between Residence Inn By Marriott, Inc. (“ Residence Inn ”) and TRS.

· Sixth Amendment to and Confirmation of Management Agreement, dated as of the Eighth Closing Date, by and between Residence Inn By Marriott, Inc. (“ Residence Inn ”) and TRS.

· Second Amendment to and Confirmation of Management Agreement, dated as of the Eighth Closing Date, by and between TownePlace Suites Management Corporation (“ TownePlace ”) and TRS.

· Second Amendment to and Confirmation of Management Agreement, dated as of the Eighth Closing Date, by and between Courtyard Management Corporation (“ Courtyard ”) and TRS.

· First Amendment to and confirmation of Management Agreement, dated as of the Eighth Closing Date, between Marriott Hotel Services, Inc. (“ MHS ”) and TRS.

ANCILLARY AGREEMENTS

· Agreement to Assign, Release, Franchise and Manage.

· Limited Rent Guarantee.

· Holdback and Security Agreement.

· Owner Agreements.

· Indemnity Pledge and Security Agreement.

· Agreement to Lease (Kauai)

· Marriott Kauai Cooperation Agreement.

· Franchise Agreements (with MI).

· Landlord Agreements.

· Landlord Agreement (Kauai).

· Assignment and Assumption of Lease Agreements, dated as of September 7, 2001 (the “ Second Closing Date ”), by and between CR14 Tenant Corporation (“ CR14 ”), CRTM17 Tenant Corporation (“ CRTM17 ”), HPT TRS MI-135, Inc. (“ TRS ”) and HPTMI Properties Trust (“ HPTMI ”).

· Confirmation of Owner Agreement, dated as of the Second Closing Date, by and among Marriott International, Inc. (“ MI ”), Marriott Hotel Services, Inc. (“ MHS ”), Residence Inn, Courtyard, SpringHill SMC Corporation (“ SpringHill ”), Towneplace Management Corporation (“ Towneplace ”) and TRS and HPTMI.

· Confirmation of Pooling Agreement, dated as of the Second Closing Date, by and among MI, Residence Inn, Courtyard, SpringHill, Towneplace, and TRS.

· Confirmation of First Priority Guaranty, dated as of the Second Closing Date, by and between MI and TRS.

· Confirmation of Amended and Restated Limited Rent Guaranty, dated as of the Second Closing Date, by and between MI and HPTMI.

· Confirmation of Holdback and Security Agreement, dated as of the Second Closing Date, by and among MI, St. Louis Airport Hotel, L.L.C. (“ St. Louis Airport ”), Nashville Airport Hotel, L.L.C. (“ Nashville Airport ”), Residence Inn, Courtyard, SpringHill, TownePlace, MHS, CR14, CRTM17, TRS, HPTMI and HPTMI Hawaii, Inc. (“ HPTMI Hawaii ”).

· Agreement (re: Master Lease), dated as of the Second Closing Date, by and among MI, MHS, Residence Inn, Courtyard, SpringHill, Towneplace, Marriott Kauai, Inc. (“ Marriott Kauai ”) HPT, HPTMI, HPTMI Hawaii, and TRS.

Allentown (Residence Inn), Pennsylvania (“Allentown RI”)

· Franchise Agreement, dated as of the Second Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Second Closing Date by and between HPTMI and MI.

Allentown (Courtyard), Pennsylvania ( “Allentown CY”)

· Franchise Agreement, dated as of the Second Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Second Closing Date by and between HPTMI and MI.

Birmingham (Courtyard), Alabama (“Birmingham CY”)

· Franchise Agreement, dated as of the Second Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Second Closing Date by and between HPTMI and MI.

Charleston (Courtyard), South Carolina (“Charleston CY”)

· Franchise Agreement, dated as of the Second Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Second Closing Date by and between HPTMI and MI.

Detroit/Novi (Courtyard), Michigan (“Detroit CY”)

· Franchise Agreement, dated as of the Second Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Second Closing Date by and between HPTMI and MI.

Houston/Hobby Airport, Texas (Courtyard) (“Houston CY”)

· Franchise Agreement, dated as of the Second Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Second Closing Date by and between HPTMI and MI.

· Assignment and Assumption of Lease Agreements, dated as of September 6, 2002 (the “ Third Closing Date ”), by and between CR14 Tenant Corporation (“ CR14 ”), HPT TRS MI-135, Inc. (“ TRS ”), and HPTMI Properties Trust (“ HPTMI ”).

· Confirmation of Owner Agreement, dated as of the Third Closing Date, by and among (i) Marriott International, Inc. (“ MI ”), (ii) Marriott Hotel Services, Inc. (“ MHS ”), Residence Inn, Courtyard Management Corporation (“ Courtyard ”), SpringHill SMC Corporation (“ SpringHill ”) and TownePlace Management Corporation (“ TownePlace ”), (iii) TRS, and (iv) HPTMI.

· Confirmation of Pooling Agreement, dated as of the Third Closing Date, by and among (i) MI, (ii) MHS, Residence Inn, Courtyard, SpringHill and TownePlace, and (iii) TRS.

· Confirmation of First Priority Guaranty, dated as of the Third Closing Date, by and between MI and TRS.

· Confirmation of Amended and Restated Limited Rent Guaranty, dated as of the Third Closing Date, by and between MI and HPTMI.

· Confirmation of Guaranty Agreement, dated as of the Third Closing Date, by Hospitality Properties Trust (“ HPT ”), for the benefit of MI, Courtyard, MHS, Residence Inn, SpringHill and TownePlace.

· Confirmation of Holdback and Security Agreement, dated as of the Third Closing Date, by and among (i) MI, (ii) St. Louis Airport Hotel, L.L.C. (“ St. Louis Airport ”), Nashville Airport Hotel, L.L.C. (“ Nashville Airport ”), Residence Inn, Courtyard, SpringHill and TownePlace, (iii) MHS, (iv) CR14 and CRTM17 Tenant Corporation (“ CRTM17 ”), (v) TRS, and (vi) HPTMI and HPTMI Hawaii, Inc. (“ HPTMI Hawaii ”).

Fairfax (Residence Inn), Virginia

· Franchise Agreement, dated as of the Third Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Third Closing Date, by and between HPTMI and MI.

Charlottesville (Residence Inn), Virginia

· Franchise Agreement, dated as of the Third Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Third Closing Date, by and between HPTMI and MI.

· Assignment and Assumption of Lease Agreements, dated as of January 3, 2003 (the “Fourth Closing Date”), by and among CR14 Tenant Corporation (“CR14”), CRTM17 Tenant Corporation (“CRTM17”), HPT TRS MI-135, Inc. (“TRS”), and HPTMI Properties Trust (“HPTMI”).

· First Amendment to and Confirmation of Management Agreement, dated as of the Fourth Closing Date, by and between TownePlace Management Corporation (“TownePlace”) and TRS.

· Confirmation of Owner Agreement, dated as of the Fourth Closing Date, by and among (i) Marriott International, Inc. (“MI”), (ii) Marriott Hotel Services, Inc. (“MHS”), Residence Inn, Courtyard Management Corporation (“Courtyard”), SpringHill SMC Corporation (“SpringHill”) and TownePlace, (iii) TRS, and (iv) HPTMI.

· Confirmation of Pooling Agreement, dated as of the Fourth Closing Date, by and among (i) MI, (ii) MHS, Residence Inn, Courtyard, SpringHill and TownePlace, and (iii) TRS.

· Confirmation of First Priority Guaranty, dated as of the Fourth Closing Date, by and between MI and TRS.

· Confirmation of Amended and Restated Limited Rent Guaranty, dated as of the Fourth Closing Date, by and between MI and HPTMI.

· Confirmation of Guaranty Agreement, dated as of the Fourth Closing Date, by Hospitality Properties Trust (“HPT”), for the benefit of MI, Courtyard, MHS, Residence Inn, SpringHill and TownePlace.

· Confirmation of Holdback and Security Agreement, dated as of the Fourth Closing Date, by and among (i) MI, (ii) St. Louis Airport Hotel, L.L.C. (“St. Louis Airport”), Nashville Airport Hotel, L.L.C. (“Nashville Airport”), Residence Inn, Courtyard, SpringHill and TownePlace, (iii) MHS, (iv) CR14 and CRTM17, (v) TRS, and (vi) HPTMI and HPTMI Hawaii, Inc. (“HPTMI Hawaii”).

San Antonio/Riverwalk (Residence Inn), TX

· Franchise Agreement, dated as of the Fourth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Fourth Closing Date, by and between HPTMI and MI.

Norfolk/Newport News (TownePlace), VA

· Franchise Agreement, dated as of the Fourth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Fourth Closing Date, by and between

HPTMI and MI.

Virginia Beach (TownePlace), VA

· Franchise Agreement, dated as of the Fourth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Fourth Closing Date, by and between HPTMI and MI.

FallsChurch (TownePlace), VA

· Franchise Agreement, dated as of the Fourth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Fourth Closing Date, by and between HPTMI and MI.

· Assignment and Assumption of Lease Agreements, dated as of June 20, 2003 (the “ Fifth Closing Date ”), by and among CR14 Tenant Corporation (“ CR14 ”), CRTM17 Tenant Corporation (“ CRTM17 ”), HPT TRS MI-135, Inc. (“ TRS ”), and HPTMI Properties Trust (“ HPTMI ”).

· Confirmation of Owner Agreement, dated as of the Fifth Closing Date, by and among (i) Marriott International, Inc. (“ MI ”), (ii) Marriott Hotel Services, Inc. (“ MHS ”), Residence Inn, Courtyard Management Corporation (“ Courtyard ”), SpringHill SMC Corporation (“ SpringHill ”) and TownePlace Suites Management Corporation (“ TownePlace ”), (iii) TRS, and (iv) HPTMI.

· Confirmation of Pooling Agreement, dated as of the Fifth Closing Date, by and among (i) MI, (ii) MHS, Residence Inn, Courtyard, SpringHill and TownePlace, and (iii) TRS.

· Confirmation (of First Priority Guaranty), dated as of the Fifth Closing Date, by and between MI and TRS.

· Confirmation of Amended and Restated Limited Rent Guaranty, dated as of the Fifth Closing Date, by and between MI and HPTMI.

· Confirmation of Guaranty Agreement, dated as of the Fifth Closing Date, by Hospitality Properties Trust (“ HPT ”) for the benefit of MI, Courtyard, MHS, Residence Inn, SpringHill and TownePlace.

· Confirmation of Holdback and Security Agreement, dated as of the Fifth Closing Date, by and among (i) MI, (ii) St. Louis Airport Hotel, L.L.C. (“ St. Louis Airport ”), Nashville Airport Hotel, L.L.C. (“ Nashville Airport ”), Residence Inn, Courtyard, SpringHill and TownePlace, (iii) MHS, (iv) CR14 and CRTM17, (v) TRS, and (vi) HPTMI and HPTMI Hawaii, Inc. (“ HPTMI Hawaii ”).

Chicago/Waukegan, Illinois (Residence Inn — Deal 3)

· Franchise Agreement, dated as of the Fifth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Fifth Closing Date, by and between HPTMI and MI.

Dallas/Richardson, Texas (Residence Inn — Deal 3)

· Franchise Agreement, dated as of the Fifth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Fifth Closing Date, by and between HPTMI and MI.

Reno/South Meadows, Nevada (Residence Inn — Deal 1)

· Franchise Agreement, dated as of the Fifth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Fifth Closing Date, by and between HPTMI and MI.

· Confirmation of Owner Agreement, dated as of the Sixth Closing Date, by and among (i) MI (ii) Marriott Hotel Services, Inc. (“MHS”), Residence Inn Management Corporation (“Residence Inn”), Courtyard Management Corporation (“Courtyard”), SpringHill SMC Corporation (“SpringHill”) and TownePlace Suites Management Corporation (“TownePlace”), (iii) TRS, and (iv) HPTMI.

· Confirmation of Pooling Agreement, dated as of the Sixth Closing Date, by and among (i) MI, (ii) MHS, Residence Inn, Courtyard, SpringHill and TownePlace, and (iii) TRS.

· Confirmation (of First Priority Guaranty), dated as of the Sixth Closing Date, by and between MI and TRS.

· Confirmation of Amended and Restated Limited Rent Guaranty, dated as of the Sixth Closing Date, by and between MI and HPTMI.

· Confirmation of Guaranty Agreement, dated as of the Sixth Closing Date, by Hospitality Properties Trust (“HPT”) for the benefit of MI, Courtyard, MHS, Residence Inn, SpringHill and TownePlace.

· Confirmation of Holdback and Security Agreement, dated as of the Sixth Closing Date, by and among (i) MI, (ii) St. Louis Airport Hotel, L.L.C. (“St. Louis Airport”), Nashville Airport Hotel, L.L.C. (“Nashville Airport”), Residence Inn, Courtyard, SpringHill and TownePlace, (iii) MHS, (iv) CR14 and CRTM17, (v) TRS, and (vi) HPTMI and HPTMI Hawaii, Inc. (“HPTMI Hawaii”).

· Franchise Agreement, dated as of the Sixth Closing Date, by and between MI and TRS.

· Confirmation of Owner Agreement, dated as of the Seventh Closing Date, by and among (i) Marriott International, Inc. (“ MI ”), (ii) Marriott Hotel Services, Inc. (“ MHS ”), Residence Inn, Courtyard Management Corporation (“ Courtyard ”), SpringHill SMC Corporation (“ SpringHill ”) and TownePlace Suites Management Corporation (“ TownePlace ”), (iii) TRS, and (iv) HPTMI.

· Confirmation of Pooling Agreement, dated as of the Seventh Closing Date, by and among (i) MI, (ii) MHS, Residence Inn, Courtyard, SpringHill and TownePlace, and (iii) TRS.

· Confirmation (of First Priority Guaranty), dated as of the Seventh Closing Date, by and between MI and TRS.

· Confirmation of Amended and Restated Limited Rent Guaranty, dated as of the Seventh Closing Date, by and between MI and HPTMI.

· Confirmation of Guaranty Agreement, dated as of the Seventh Closing Date, by Hospitality Properties Trust (“ HPT ”) for the benefit of MI, Courtyard, MHS, Residence Inn, SpringHill and TownePlace.

· Confirmation of Holdback and Security Agreement, dated as of the Seventh Closing Date, by and among (i) MI, (ii) St. Louis Airport Hotel, L.L.C. (“ St. Louis Airport ”), Nashville Airport Hotel, L.L.C. (“ Nashville Airport ”), Residence Inn, Courtyard, SpringHill and TownePlace, (iii) MHS, (iv) CR14 and CRTM17, (v) TRS, and (vi) HPTMI and HPTMI Hawaii, Inc. (“ HPTMI Hawaii ”).

Fort Worth/Fossil Creek, TX (Residence Inn — Deal 1)

· Franchise Agreement, dated as of the Seventh Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Seventh Closing Date, by and between HPTMI and MI.

Birmingham/Homewood, AL (Residence Inn — Deal 1)

· Franchise Agreement, dated as of the Seventh Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Seventh Closing Date, by and between HPTMI and MI.

· Assignment and Assumption of Lease Agreements, dated as of June 18, 2004 (the “ Eighth Closing Date ”), by and among CRTM17 Tenant Corporation (“ CRTM17 ”), HPT TRS MI-135, Inc. (“ TRS ”), and HPTMI Properties Trust (“ HPTMI ”).

· Confirmation of Owner Agreement, dated as of the Eighth Closing Date, by and among (i)

Marriott International, Inc. (“ MI ”), (ii) MHS , Residence Inn, Courtyard, SpringHill SMC Corporation (“ SpringHill ”) and TownePlace, (iii) TRS, and (iv) HPTMI.

· Confirmation of Pooling Agreement, dated as of the Eighth Closing Date, by and among (i) MI, (ii) MHS, Residence Inn, Courtyard, SpringHill and TownePlace, and (iii) TRS.

· Confirmation (of First Priority Guaranty), dated as of the Eighth Closing Date, by and between MI and TRS.

· Confirmation of Amended and Restated Limited Rent Guaranty, dated as of the Eighth Closing Date, by and between MI and HPTMI.

· Confirmation of Guaranty Agreement, dated as of the Eighth Closing Date, by Hospitality Properties Trust (“ HPT ”) for the benefit of MI, Courtyard, MHS, Residence Inn, SpringHill and TownePlace.

· Confirmation of Holdback and Security Agreement, dated as of the Eighth Closing Date, by and among (i) MI, (ii) St. Louis Airport Hotel, L.L.C. (“ St. Louis Airport ”), Nashville Airport Hotel, L.L.C. (“ Nashville Airport ”), Residence Inn, Courtyard, SpringHill and TownePlace, (iii) MHS, (iv) CRTM17, (v) TRS, and (vi) HPTMI and HPTMI Hawaii, Inc. (“ HPTMI Hawaii ”).

Nashville, TN (Marriott Hotel — Deal 3)

· Franchise Agreement, dated as of the Eighth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Eighth Closing Date, by and between HPTMI and MI.

Atlanta/Norcross, GA (TownePlace Suites— Deal 3)

· Franchise Agreement, dated as of the Eighth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Eighth Closing Date, by and between HPTMI and MI.

Atlanta/Northlake, GA (TownePlace Suites— Deal 3)

· Franchise Agreement, dated as of the Eighth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Eighth Closing Date, by and between HPTMI and MI.

Fairfax/Chantilly, VA (TownePlace Suites— Deal 3)

· Franchise Agreement, dated as of the Eighth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Eighth Closing Date, by and between

HPTMI and MI.

Raleigh Airport, NC (Residence Inn— Deal 3)

· Franchise Agreement, dated as of the Eighth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Eighth Closing Date, by and between HPTMI and MI.

Raleigh/Cary, NC (Residence Inn— Deal 3)

· Franchise Agreement, dated as of the Eighth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Eighth Closing Date, by and between HPTMI and MI.

Chicago/West Dundee, IL (Courtyard by Marriott— Deal 3)

· Franchise Agreement, dated as of the Eighth Closing Date, by and between MI and TRS.

· Guaranty of Franchise Agreement, dated as of the Eighth Closing Date, by and between HPTMI and MI.

St. Louis Airport Marriott (MO)

· Management Agreement

· Guaranty of Franchise Agreement, dated as of Sept. 12, 2003, by and between HPTMI and MI

CRESTLINE POOL

OPERATING AGREEMENT

· Master Lease Agreement, dated as of June 15, 2001, between Landlord and Tenant, as amended by (i) First Amendment to Master Lease Agreement, dated as of August 11, 2000, between Landlord and Tenant, (ii) Second Amendment to Master Lease Agreement, dated as of December 15, 2000, between Landlord and Tenant, (iii) Third Amendment to Master Lease Agreement, dated as of February 16, 2001, between Landlord and Tenant and (iv) Fourth Amendment to Master Lease Agreement, dated as of March 16, 2001, between Landlord and Tenant.

ANCILLARY AGREEMENTS

· Assignment of Liquidity Facility Agreement, as confirmed by subsequent closings.

· Negative Pledge Agreement, as confirmed by subsequent closings.

· Owner Agreements, as confirmed by subsequent closings.

· Guaranty Agreement, dated as of June 9, 2000, executed by Hospitality Properties Trust for the benefit of CHPT Leasing LLC and Marriott International, Inc., as confirmed by subsequent closings.

[Certain of the foregoing may not constitute Operating Agreements and Ancillary Agreements as defined by the Amended and Restated Credit Agreement but are provided for informational purposes.]

SCHEDULE 6.1(i)

Litigation

None.

SCHEDULE 6.1(k)

Certain Liabilities Not Disclosed on Financial Statements

None.

SCHEDULE 6.1(y)

List of Unencumbered Assets

Brand	Address	City	State

Host (lease no. 1)
Courtyard by Marriott	2101 E. Camelback Road	Phoenix	AZ
Courtyard by Marriott	13444 E. Shea Boulevard	Scottsdale	AZ
Courtyard by Marriott	4994 Verdugo Way	Camarillo	CA
Courtyard by Marriott	2000 E. Mariposa Avenue	El Segundo (LA AP)	CA
Courtyard by Marriott	9950 Slater Avenue	Fountain Valley	CA
Courtyard by Marriott	23175 Avenida de la Carlota	Laguna Hills	CA
Courtyard by Marriott	1727 Technology Drive	San Jose	CA
Courtyard by Marriott	1925 W. 190th Street	Torrance	CA
Courtyard by Marriott	48 Geoffrey Drive	Newark (Wilmington)	DE
Courtyard by Marriott	2000 NW Executive Center Court	Boca Raton	FL
Courtyard by Marriott	15700 NW 77th Court	Hialeah (Miami Lakes)	FL
Courtyard by Marriott	4600 San Pablo Road	Jacksonville	FL
Courtyard by Marriott	3000 Cumberland Boulevard	Atlanta (Cumberland)	GA
Courtyard by Marriott	1132 Techwood Drive	Atlanta (Midtown)	GA
Courtyard by Marriott	3399 International Boulevard	Hapeville (Atlanta AP 2)	GA
Courtyard by Marriott	3990 Sheraton Drive	Macon	GA
Courtyard by Marriott	6235 McDonough Drive	Norcross (JC Blvd)	GA
Courtyard by Marriott	895 Golden Valley Drive	Bettendorf (Quad City)	IA
Courtyard by Marriott	3700 N. Wilke Road	Arlington Heights	IL
Courtyard by Marriott	10290 N. Meridian Street	Indianapolis	IN
Courtyard by Marriott	275 Independence Way	Danvers	MA
Courtyard by Marriott	35 Foxborough Boulevard	Foxborough	MA
Courtyard by Marriott	300 River Ridge Drive	Norwood	MA
Courtyard by Marriott	200 Technology Center Drive	Stoughton	MA
Courtyard by Marriott	240 Mishawum Road	Woburn	MA
Courtyard by Marriott	30 Industrial Avenue	Lowell	MA
Courtyard by Marriott	10 Fortune Boulevard	Milford	MA
Courtyard by Marriott	8910 Stanford Boulevard	Columbia	MD
Courtyard by Marriott	6301 Golden Triangle Drive	Greenbelt	MD
Courtyard by Marriott	1296 Opdyke Road	Auburn Hills	MI
Courtyard by Marriott	11391 Viking Drive	Eden Prairie	MN
Courtyard by Marriott	7901 N. Tiffany Springs Parkway	Kansas City AP	MO
Courtyard by Marriott	500 E. 105th Street	Kansas City Holmes	MO
Courtyard by Marriott	333 West W.T. Harris Boulevard	Charlotte University	NC
Courtyard by Marriott	4192 Sycamore Dairy Road	Fayetteville	NC
Courtyard by Marriott	2001 Hospitality Court	Morrisville (Raleigh Durham)	NC
Courtyard by Marriott	140 Route 17 South	Mahwah	NJ
Courtyard by Marriott	600 Hope Road	Tinton Falls	NJ

Courtyard by Marriott	157 Route 10 East	Whippany (Hanover)	NJ
Courtyard by Marriott	17 Westage Drive/Rte 9 & I-84	Fishkill	NY
Courtyard by Marriott	6415 Yorktown Circle	Syracuse	NY
Courtyard by Marriott	450 Cherrington Parkway	Coraopolis (Pitt AP)	PA
Courtyard by Marriott	8900 Bartram Avenue	Philadelphia AP	PA
Courtyard by Marriott	2350 Easton Road Rte. 611	Willow Grove	PA
Courtyard by Marriott	9 Commerce Drive	Middletown	RI
Courtyard by Marriott	110 Mobile Drive	Spartanburg	SC
Courtyard by Marriott	2210 Bams Drive	Chattanooga	TN
Courtyard by Marriott	10325 N. Central Expressway	Dallas Northpark	TX
Courtyard by Marriott	1533 Claredon Boulevard	Arlington Rosslyn	VA
Courtyard by Marriott	3935 Centerview Drive	Fairfax (West Dulles)	VA
Courtyard by Marriott	470 McLaws Circle	Williamsburg	VA
Courtyard by Marriott	14615 NE 29th Place	Bellevue	WA
Courtyard by Marriott	16865 W. Bluemound Road	Brookfield (Milwaukee)	WI

Host (lease no. 2)
Residence Inn by Marriott	3440 N. Country Club Drive	Flagstaff	AZ
Residence Inn by Marriott	6040 N. Scottsdale Road	Scottsdale	AZ
Residence Inn by Marriott	5075 S. Priest Drive	Tempe	AZ
Residence Inn by Marriott	9930 Slater Avenue	Fountain Valley	CA
Residence Inn by Marriott	11002 Rancho Carmel Drive	San Diego (Rancho Bernardo)	CA
Residence Inn by Marriott	5465 Windward Parkway, West	Alpharetta	GA
Residence Inn by Marriott	201 East Walton Place	Chicago	IL
Residence Inn by Marriott	25 Connector Road	Westborough	MA
Residence Inn by Marriott	170 Admiral Cochrane Drive	Annapolis	MD
Residence Inn by Marriott	30120 Civic Center Boulevard	Warren	MI
Residence Inn by Marriott	201 Residence Inn Blvd	Durham	NC
Residence Inn by Marriott	3300 Prospect Avenue, NE	Albuquerque	NM
Residence Inn by Marriott	6420 Yorktown Circle	East Syracuse	NY
Residence Inn by Marriott	435 Metro Place South	Dublin	OH
Residence Inn by Marriott	3 Walnut Grove Drive	Horsham (Willow Grove)	PA
Residence Inn by Marriott	206 Ward Circle	Brentwood (Nash Farms)	TN
Residence Inn by Marriott	6950 N. Stemmons Freeway	Dallas Market Center	TX
Residence Inn by Marriott	10333 N. Central Expressway	Dallas North Park	TX

Marriott
Courtyard by Marriott	4300 Colonade Parkway	Birmingham	AL
Residence Inn by Marriott	50 State Farm Parkway	Homewood	AL
Courtyard by Marriott	5555 Shellmound Street	Emeryville	CA
Residence Inn by Marriott	5322 North Diana Avenue	Fresno	CA
Residence Inn by Marriott	3443 George Busbee Drive	Atlanta Town (Ken)	GA
TownePlace Suites by Marriott	3300 Northlake Pkwy	Atlanta/Northlake	GA
TownePlace Suites by Marriott	6640 Bay Circle	Norcross	GA
Marriott Hotels and Resorts	Kalapaki Beach, 3610 Rice Street	Lihue Kauai	HI
Courtyard by Marriott	2175 Marriott Drive	Chicago/W. Dundee	IL
TownePlace Suites by Marriott	2185 Marriott Drive	Chicago/W. Dundee	IL

Residence Inn by Marriott	1440 South White Oak Drive	Chicago/Waukegan	IL
Courtyard by Marriott	42700 Eleven Mile Road	Detroit/Novi	MI
TownePlace Suites by Marriott	42600 Eleven Mile Road	Detroit/Novi	MI
Marriott Hotels and Resorts	10700 Pear Tree Lane	St. Louis	MO
Residence Inn by Marriott	2020 Hospitality Court	Raleigh Airport/Morrissville	NC
Residence Inn by Marriott	2900 Regency Parkway	Raleigh/Cary	NC
Residence Inn by Marriott	9845 Gateway Drive	Reno	NV
Residence Inn by Marriott	2160 Motel Drive	Allentown	PA
Courtyard by Marriott	2180 Motel Drive	Allentown	PA
Courtyard by Marriott	2415 Mall Dr I-26 and Montague	Charleston/North	SC
Marriott Hotels and Resorts	600 Marriott Drive	Nashville	TN
Residence Inn by Marriott	1045 Waterwood Drive	Dallas-Richardson	TX
Courtyard by Marriott	3751 NE Loop 820	Fort Worth (Fossil Creek)	TX
Residence Inn by Marriott	5801 Sandshell Drive	Fort Worth (Fossil Creek)	TX
Courtyard by Marriott	9190 Gulf Freeway	Houston Hobby	TX
Residence Inn by Marriott	425 Bonham Street	San Antonio (Alamo)	TX
Residence Inn by Marriott	1111 Millmont Street	Charlottesville	VA
Residence Inn by Marriott	12815 Fairlakes Parkway	Fairfax	VA
TownePlace Suites by Marriott	14036 Thunderbolt Pl	Fairfax/Chantilly	VA
TownePlace Suites by Marriott	205 Hillwood Avenue	Falls Church	VA
TownePlace Suites by Marriott	200 Cybernetics Way, Yorktown	Norfolk/Newport	VA
TownePlace Suites by Marriott	4231 Park Place Court	Richmond/Glenn Cullen	VA
TownePlace Suites by Marriott	5757 Cleveland Street	Virginia Beach	VA
SpringHill Suites by Marriott	200 SW 19th Street	Renton	WA
TownePlace Suites by Marriott	300 SW 19th Street	Renton	WA

Crestline
Courtyard by Marriott	920 North 54th Street	Phoenix/S. Chandler	AZ
TownePlace Suites by Marriott	10740 North 90th Street	Phoenix/Scottsdale	AZ
Courtyard by Marriott	601 South Ash Ave.	Tempe	AZ
Residence Inn by Marriott	1350 Veterans Boulevard	Oyster Point/San Francisco	CA
Courtyard by Marriott	1300 Veterans Boulevard	Oyster Point/San Francisco	CA
Courtyard by Marriott	2250 Contra Costa Blvd.	Pleasant Hill	CA
Courtyard by Marriott	18090 San Ramon Valley Blvd.	San Ramon/Oakland	CA
Residence Inn by Marriott	1325 North Point Drive	Atlanta/Northpoint Mall	GA
Residence Inn by Marriott	345 St. Joseph Street	New Orleans	LA
TownePlace Suites by Marriott	238 Andover Street	Danvers	MA
Residence Inn by Marriott	1160 Winterson Road	BWI Airport	MD
Courtyard by Marriott	301 Residence Inn Blvd	Durham	NC
Residence Inn by Marriott	3 Gatehall Drive	Parsippany	NJ
Courtyard by Marriott	1901 North Rainbow Blvd	Las Vegas West/Summerlin	NV
Courtyard by Marriott	1515 NW Expressway	Oklahoma City	OK
SpringHill Suites by Marriott	1100 Airport Center Drive	Nashville AP	TN
Courtyard by Marriott	2191 N. Greenville Avenue	Dallas/Richardson	TX
Courtyard by Marriott	3950 Westerre Parkway	Richmond	VA
Residence Inn by Marriott	200 Hotel Circle, Northgate Business Pk	Charleston	WV

Carlson Hotels Corporation
Park Plaza Hotels and Resorts	7475 W. Chandler Blvd.	Chandler	AZ
Park Plaza Hotels and Resorts	2641 W. Union Hills Dr.	No. Phoenix	AZ
Radisson Hotels and Resorts	427 N. 44th Street	Phoenix AP	AZ
Country Inn & Suites	5975 Lusk Boulevard	San Diego	CA
Country Inn & Suites	1300 Chespeake Terrace	Sunnyvale	CA
Country Inn & Suites (2)	800 Hammond Drive, N.E.	Atlanta (Perimeter)	GA
Country Inn & Suites (2)	1837 Centre Point Circle	Naperville	IL
Park Plaza Hotels and Resorts	4460 W.78th St. Circle	Bloomington	MN
Radisson Hotels and Resorts (1)	1112 Airport Center Dr.	Nashville	TN
Radisson Hotels and Resorts	215 West South Temple	Salt Lake City	UT
Country Inn & Suites (1)	19333 North Creek Parkway	Bothell	WA
Radisson Hotels and Resorts	18118 Pacific Highway South	Seattle	WA

Homestead
Homestead Studio Suites	330 Grand Regency Blvd	Brandon/Tampa	FL
Homestead Studio Suites	2311 Ulmerton Road	Clearwater/Tampa	FL
Homestead Studio Suites	3873 W. Commercial Blvd	Ft Lauderdale/Tamarac	FL
Homestead Studio Suites	8720 NW 33rd Street	Miami AP/Doral	FL
Homestead Studio Suites	5401 Beaumont Center Boulevard East	North AP/Tampa	FL
Homestead Studio Suites	7550 State Road 84	Plantation/Davie	FL
Homestead Studio Suites	1339 Executive Park Drive	Executive Park/Atlanta (N.Druid Hill)	GA
Homestead Studio Suites	7049 Jimmy Carter Blvd	Peachtree Corners/Norcross/Atlanta	GA
Homestead Studio Suites	939 International Drive	BWI/Washington DC	MD
Homestead Studio Suites	20141 Century Blvd	Germantown/DC	MD
Homestead Studio Suites	4810 Bluestone Drive	HWY 70 Crabtree Valley/Raliegh	NC
Homestead Studio Suites	4515 N.C. Highway 55	Research Triangle/Raliegh/Durham	NC
Homestead Studio Suites	45350 Catalina Court	Dulles North/ Sterling	VA
Homestead Studio Suites	4504 Brookfield Corporate Drive	Dulles South/ Chantilly	VA
Homestead Studio Suites	12104 Monument Drive	Fair Oaks/Fairfax/DC	VA
Homestead Studio Suites	10961 W. Broad Street	Innsbrook/Richmond	VA
Homestead Studio Suites	8281 Willow Oaks Corporate Drive	Merrifield/Fairview Park	VA
Homestead Studio Suites	12910 Sunset Hills Road	Reston/DC	VA

Hyatt Corp.
AmeriSuites	1413 West Rio Salado Pkwy	Tempe	AZ
AmeriSuites	6885 South Tucson Blvd.	Tucson	AZ
AmeriSuites	503 W Garden of the Gods Road	Colorado Springs	CO
AmeriSuites	5435 Forbes Place	Orlando	FL
AmeriSuites	10007 Princess Palm Ave.	Tampa	FL
AmeriSuites	1899 Sullivan Road	College Park (Atlanta Airport)	GA

AmeriSuites	3530 Venture Parkway	Gwinnett / Duluth	GA
AmeriSuites	2876 Spring Hill Parkway	Smyrna / Cumberland	GA
AmeriSuites	111 W. Washington Ctr. Road	Fort Wayne	IN
AmeriSuites	5500 Bradbury Ave.	Indianapolis	IN
AmeriSuites	5001 West 110th Street	Overland Park	KS
AmeriSuites	45400 Park Avenue	Utica	MI
AmeriSuites	7600 North West 97th Terrace	Kansas City	MO
AmeriSuites	4119 South Stream Boulevard	Charlotte	NC
AmeriSuites	118 Salter Path Road	Pine Knoll Shores	NC
AmeriSuites	8000 Crawford Place	Mt. Laurel	NJ
AmeriSuites	6161 Park Center Circle	Columbus/Dublin	OH
AmeriSuites	330 East Main Street	Hendersonville	TN
AmeriSuites	7522 North IH-35	Austin	TX
AmeriSuites	5229 Spring Valley Road	Dallas Galleria	TX
AmeriSuites	6030 Gateway Blvd. East	El Paso	TX
AmeriSuites	601 St. Mary Street	San Antonio Riverwalk	TX
AmeriSuites	4994 Weststone Plaza	Chantilly	VA
AmeriSuites	21481 Ridgetop Circle	Loudoun Tech Ctr/Sterling	VA

InterContinental (no. 1)
Staybridge Suites	21902 Lassen Street	Chatsworth	CA
Staybridge Suites	11855 Avenue of Industry	San Diego/Carmel Mountain	CA
Staybridge Suites	6639 Mira Mesa Blvd	San Diego/Sorrento/ Mesa	CA
Staybridge Suites	1350 Huntington Ave.	San Francisco/San Bruno	CA
Staybridge Suites	1602 Crane Court	San Jose	CA
Staybridge Suites	900 Hamlin Ct.	Sunnyvale	CA
Staybridge Suites	19901 Prairie Ave.	Torrance	CA
Staybridge Suites	7820 Park Meadow Drive	Denver South/Lone Tree	CO
Staybridge Suites	410 North Pine Island Road	Ft Lauderdale/Plantation	FL
Staybridge Suites	8751 Suiteside Drive	Orlando Cypress	FL
Staybridge Suites	8480 International Drive	Orlando Int’l	FL
Staybridge Suites	3980 North Point Parkway	Atlanta Alpharetta/Northpoint	GA
Staybridge Suites	760 Mt Vernon Highway, N.E.	Atlanta Perimeter	GA
Staybridge Suites	4601 Ridgeview Road	Atlanta/Perimeter	GA
Staybridge Suites	901 E. Woodfield Office Court	Schaumburg	IL
Staybridge Suites	11 Old Concord Road	Boston Burlington	MA
Staybridge Suites	4 Tech Drive	Boston/Andover	MA
Staybridge Suites	8844 Columbia 100 Pkwy	Baltimore/Columbia	MD
Staybridge Suites	2050 Featherstone Road	Detroit/Auburn Hills	MI
Staybridge Suites	1855 Craigshire Road	St. Louis (Westport)	MO
Staybridge Suites	7924 Forest Pine Drive	Charlotte/Arrowood	NC
Staybridge Suites	4375 U.S. Route 1 South	Princeton	NJ
Staybridge Suites	260 Davidson Ave.	Somerset	NJ
Staybridge Suites	20 Morehall Road	Malvern	PA
Staybridge Suites	3163 Outlet Blvd.	Myrtle Beach	SC
Staybridge Suites	10201 Stonelake Blvd	Austin/Northwest	TX
Staybridge Suites	5190 Hidalgo Street	Houston Galleria	TX

Staybridge Suites	4320 Spectrum One	San Antonio NW/Colonnade	TX
Staybridge Suites	13700 Coppermine Rd.	Dulles/Herndon	VA
Staybridge Suites	7301 NE 41st Street	Vancouver/Portland	WA

InterContinental (no. 2)
Candlewood Suites	600 Corporate Ridge Drive	Birmingham	AL
Candlewood Suites	201 Exchange Place	Madison/Huntsville	AL
Candlewood Suites	11411 N. Black Canyon Hgwy	Phoenix	AZ
Candlewood Suites	1335 W. Baseline Road	Tempe	AZ
Candlewood Suites	12901 Garden Grove Blvd.	Garden Grove	CA
Candlewood Suites	16150 Sand Canyon Avenue	Irvine	CA
Candlewood Suites	3 South Pointe Drive	Los Angeles (Irvine East)	CA
Candlewood Suites	2600 S. Red Hill Avenue	Santa Ana	CA
Candlewood Suites	481 El Camino Real	Silicon Valley - San Jose	CA
Candlewood Suites	6780 S. Galena Street	Denver (Tech Center)	CO
Candlewood Suites	895 Tabor Street	Denver/Lakewood	CO
Candlewood Suites	1151 East Main Street	Meriden	CT
Candlewood Suites	644 Raymond Avenue	Altamonte Springs	FL
Candlewood Suites	13231 49th St. N.	Clearwater	FL
Candlewood Suites	4990 Belfort Road	Jacksonville	FL
Candlewood Suites	8855 NW 27th Street	Miami	FL
Candlewood Suites	3665 Shackleford Road	Duluth	GA
Candlewood Suites	7625 Office Plaza Drive N.	Des Moines	IA
Candlewood Suites	2875 Greenspoint Parkway	Hoffman Estates	IL
Candlewood Suites	1100 N. US Highway 45	Libertyville	IL
Candlewood Suites	1200 E. Bank Drive	Schaumburg	IL
Candlewood Suites	4021 N. Mannheim Road	Schiller Park	IL
Candlewood Suites	27 W. 300 Warrenville Road	Warrenville	IL
Candlewood Suites	1151 S. Waukegan Road	Waukegan	IL
Candlewood Suites	8000 Capitol Drive	Wheeling	IL
Candlewood Suites	3141 N. Webb Road	Wichita Northeast	KS
Candlewood Suites	570 South Julia	Wichita West (airport)	KS
Candlewood Suites	11762 Commonwealth Drive	Louisville (Jeffersontown)	KY
Candlewood Suites	130 Middlesex Turnpike	Boston - Burlington	MA
Candlewood Suites	235 Wood Road	Boston/Braintree	MA
Candlewood Suites	1247 Winterson Road	Baltimore/AP (Linthicum)	MD
Candlewood Suites	701 Waymarket Way	Ann Arbor	MI
Candlewood Suites	1650 Opdyke Road	Auburn Hills	MI
Candlewood Suites	1 Corporate Drive	Detroit (Southfield)	MI
Candlewood Suites	7010 Convention Blvd	Detroit/Warren	MI
Candlewood Suites	37555 Hills Tech Drive	Detroit-Farmington Hills	MI
Candlewood Suites	2550 Troy Center Drive	Troy	MI
Candlewood Suites	351 West 77th Street	Richfield (Minneapolis)	MN
Candlewood Suites	3250 Rider Trail S.	Earth City	MO
Candlewood Suites	8812 University East Drive	Charlotte	NC
Candlewood Suites	5840 Westpark Drive	Charlotte	NC
Candlewood Suites	7623 Thorndike Road	Greensboro	NC

Candlewood Suites	1020 Buck Jones Road	Raleigh	NC
Candlewood Suites	360 South 108th Ave.	Omaha	NE
Candlewood Suites	21 Second Street	Jersey City	NJ
Candlewood Suites	4000 Crawford Place	Mt. Laurel	NJ
Candlewood Suites	100 Candlewood Drive	Parsippany-Morris Plains	NJ
Candlewood Suites	41 World’s Fair Drive	Somerset	NJ
Candlewood Suites	3025 Menaul Boulevard	Albuquerque	NM
Candlewood Suites	4034 Paradise Road	Las Vegas	NV
Candlewood Suites	20 Overlook Blvd.	Nanuet	NY
Candlewood Suites	10665 Techwoods Circle	Cincinnati (Blue Ash)	OH
Candlewood Suites	590 Taylor Road	Gahanna	OH
Candlewood Suites	24741 Country Club Blvd.	North Olmsted	OH
Candlewood Suites	4400 River Park Drive	Oklahoma City	OK
Candlewood Suites	250 Business Center Drive	Philadelphia (Willow Grove)	PA
Candlewood Suites	100 Chauvet Drive	Pittsburgh	PA
Candlewood Suites	5129 Virginia Way	Nashville	TN
Candlewood Suites	10206 Parkside Drive	Knoxville	TN
Candlewood Suites	2221 Brookhollow Plaza Drive	Arlington	TX
Candlewood Suites	4320 Interstate 35 Service S	Austin (South)	TX
Candlewood Suites	9701 Stonelake Boulevard	Austin/Stonelake(NW)	TX
Candlewood Suites	13939 Noel Road	Dallas	TX
Candlewood Suites	12525 Greenville Avenue	Dallas	TX
Candlewood Suites	5201 Endicott Avenue	Ft Worth	TX
Candlewood Suites	4900 Loop Central Drive	Houston	TX
Candlewood Suites	10503 Town & Country Way	Houston (Town & Country)	TX
Candlewood Suites	2737 Bay Area Blvd	Houston/Clear Lake	TX
Candlewood Suites	4033 W. Sam Houston Parkway	Houston/Westchase	TX
Candlewood Suites	5300 Green Park Drive	Irving/Las Colinas	TX
Candlewood Suites	4701 Legacy Drive	Plano	TX
Candlewood Suites	9350 IH 10 West	San Antonio	TX
Candlewood Suites	2170 West North Temple	Salt Lake City (AP North Temple)	UT
Candlewood Suites	6990 S. Park Center Drive	Salt Lake City (Fort Union)	UT
Candlewood Suites	401 Butler Farm Road	Norfolk / Hampton	VA

InterContinental (no. 3)
Holiday Inn	1915 South Manchester Avenue	Anaheim	CA
Staybridge Suites	1855 S. Manchester Avenue	Anaheim	CA
Crowne Plaza	5985 Century Blvd	Los Angeles	CA
Crowne Plaza	300 N. Harbor Drive	Redondo Beach	CA
Holiday Inn	4669 Airport Blvd.	Atlanta	GA
Crowne Plaza	66 Hale Avenue	White Plains	NY
Crowne Plaza	130 Shipyard Drive	Hilton Head Island	SC
Holiday Inn	5795 Poplar Avenue	Memphis	TN
InterContinental	2222 West Loop South	Houston	TX
Staybridge Suites	355 South Park Road	Thornhill/Markham	Ontario, Canada
InterContinental	220 Bloor Street West	Toronto	Ontario, Canada

InterContinental

5961 Isle Verde Avenue

San Juan

Puerto Rico

(End of List)

(1) Hotel is currently branded as Prime Hotels and Resorts and is expected to be rebranded as the Carlson Hotels brand shown here on or about June 1, 2005.

(2) Hotel is currently branded as Prime Hotels and Resorts and is expected to be rebranded as the Carlson Hotels brand shown here on or about June 29, 2005.

EXHIBIT A

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT dated as of , 200 (the “Agreement”) by and among (the “Assignor”), (the “Assignee”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).

WHEREAS, the Assignor is a Lender under that certain Amended and Restated Credit Agreement dated as of May , 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Hospitality Properties Trust (the “Borrower”), the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), the Agent, and the other parties thereto;

WHEREAS, the Assignor desires to assign to the Assignee, among other things, all or a portion of the Assignor’s Commitment under the Credit Agreement, all on the terms and conditions set forth herein; and

WHEREAS, the Agent consents to such assignment on the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by the parties hereto, the parties hereto hereby agree as follows:

Section 1. Assignment .

(a) Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by the Assignee to the Assignor pursuant to Section 2 of this Agreement, effective as of , 200 (the “Assignment Date”), the Assignor hereby irrevocably sells, transfers and assigns to the Assignee, without recourse, a $ interest (such interest being the “Assigned Commitment”) in and to the Assignor’s Commitment and all of the other rights and obligations of the Assignor under the Credit Agreement, such Assignor’s Revolving Note and the other Loan Documents (representing % in respect of the aggregate amount of all Lenders’ Commitments), including without limitation, a principal amount of outstanding Revolving Loans equal to $ and all voting rights of the Assignor associated with the Assigned Commitment, all rights to receive interest on such amount of Revolving Loans and all commitment and other Fees with respect to the Assigned Commitment and other rights of the Assignor under the Credit Agreement and the other Loan Documents with respect to the Assigned Commitment, all as if the Assignee were an original Lender under and signatory to the Credit Agreement having a Commitment equal to the amount of the Assigned Commitment. The Assignee, subject to the terms and conditions hereof, hereby assumes all obligations of the Assignor with respect to the Assigned Commitment as if the Assignee were an original Lender under and signatory to the Credit Agreement having a Commitment equal to the Assigned Commitment, which obligations shall include, but shall not

A-1

be limited to, the obligation of the Assignor to make Revolving Loans to the Borrower with respect to the Assigned Commitment, the obligation to pay the Agent amounts due in respect of draws under Letters of Credit as required under Section 2.3. of the Credit Agreement and the obligation to indemnify the Agent as provided therein (the foregoing enumerated obligations, together with all other similar obligations more particularly set forth in the Credit Agreement and the other Loan Documents, shall be referred to hereinafter, collectively, as the “Assigned Obligations”). The Assignor shall have no further duties or obligations with respect to, and shall have no further interest in, the Assigned Obligations or the Assigned Commitment from and after the Assignment Date.

(b) The assignment by the Assignor to the Assignee hereunder is without recourse to the Assignor. The Assignee makes and confirms to the Agent, the Assignor, and the other Lenders all of the representations, warranties and covenants of a Lender under Article XI. of the Credit Agreement. Not in limitation of the foregoing, the Assignee acknowledges and agrees that, except as set forth in Section 4 below, the Assignor is making no representations or warranties with respect to, and the Assignee hereby releases and discharges the Assignor for any responsibility or liability for: (i) the present or future solvency or financial condition of the Borrower, any Subsidiary or any other Loan Party, (ii) any representations, warranties, statements or information made or furnished by the Borrower, any Subsidiary or any other Loan Party in connection with the Credit Agreement or otherwise, (iii) the validity, efficacy, sufficiency, or enforceability of the Credit Agreement, any other Loan Document or any other document or instrument executed in connection therewith, or the collectibility of the Assigned Obligations, (iv) the perfection, priority or validity of any Lien with respect to any collateral at any time securing the Obligations or the Assigned Obligations under the Notes or the Credit Agreement and (v) the performance or failure to perform by the Borrower or any other Loan Party of any obligation under the Credit Agreement or any other Loan Document to which it is a party. Further, the Assignee acknowledges that it has, independently and without reliance upon the Agent, or on any affiliate or subsidiary thereof, the Assignor or any other Lender and based on the financial statements supplied by the Borrower and such other documents and information as it has deemed appropriate, made its own credit and legal analysis and decision to become a Lender under the Credit Agreement. The Assignee also acknowledges that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other Loan Documents or pursuant to any other obligation. Except as expressly provided in the Credit Agreement, the Agent shall have no duty or responsibility whatsoever, either initially or on a continuing basis, to provide the Assignee with any credit or other information with respect to the Borrower or any other Loan Party or to notify the Assignee of any Default or Event of Default. The Assignee has not relied on the Agent as to any legal or factual matter in connection therewith or in connection with the transactions contemplated thereunder.

Section 2. Payment by Assignee . In consideration of the assignment made pursuant to Section 1 of this Agreement, the Assignee agrees to pay to the Assignor on the Assignment Date, such amount as they may agree.

A-2

Section 3. Payments by Assignor . The Assignor agrees to pay to the Agent on the Assignment Date the administration fee, if any, payable under the applicable provisions of the Credit Agreement.

Section 4. Representations and Warranties of Assignor . The Assignor hereby represents and warrants to the Assignee that (a) as of the Assignment Date (i) the Assignor is a Lender under the Credit Agreement having a Commitment under the Credit Agreement (without reduction by any assignments thereof which have not yet become effective), equal to $ and that the Assignor is not in default of its obligations under the Credit Agreement; and (ii) the outstanding balance of Revolving Loans owing to the Assignor (without reduction by any assignments thereof which have not yet become effective) is $ ; and (b) it is the legal and beneficial owner of the Assigned Commitment which is free and clear of any adverse claim created by the Assignor.

Section 5. Representations, Warranties and Agreements of Assignee . The Assignee (a) represents and warrants that it is (i) legally authorized to enter into this Agreement, (ii) an “accredited investor” (as such term is used in Regulation D of the Securities Act) and (iii) an Eligible Assignee; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered in connection therewith or pursuant thereto and such other documents and information (including without limitation the Loan Documents) as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) appoints and authorizes the Agent to take such action as contractual representative on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof together with such powers as are reasonably incidental thereto; and (d) agrees that, if not already a Lender and to the extent of the Assigned Commitment, it will become a party to and shall be bound by the Credit Agreement and the other Loan Documents to which the other Lenders are a party on the Assignment Date and will perform in accordance therewith all of the obligations which are required to be performed by it as a Lender with respect to the Assigned Commitment.

Section 6. Recording and Acknowledgment by the Agent . Following the execution of this Agreement, the Assignor will deliver to the Agent (a) a duly executed copy of this Agreement for acknowledgment and recording by the Agent and (b) the Assignor’s Revolving Note. Upon such acknowledgment and recording, from and after the Assignment Date, the Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, Fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Assignment Date directly between themselves.

Section 7. Addresses . The Assignee specifies as its address for notices and its Lending Office for all Loans, the offices set forth on Schedule 1 attached hereto.

Section 8. Payment Instructions . All payments to be made to the Assignee under this Agreement by the Assignor, and all payments to be made to the Assignee under the Credit Agreement, shall be made as provided in the Credit Agreement in accordance with the following

A-3

instructions set forth on Schedule 1 attached hereto or as the Assignee may otherwise notify the Agent.

Section 9. Effectiveness of Assignment . This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Agent, and if required under Section 12.5.(d) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts, if any, owing by the Assignee pursuant to Section 2 hereof and (c) the payment to the Agent of the amounts, if any, owing by the Assignor pursuant to Section 3 hereof. Upon recording and acknowledgment of this Agreement by the Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 12.10. of the Credit Agreement) and be released from its obligations under the Credit Agreement; provided , however , that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Section 10. Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 11. Counterparts . This Agreement may be executed in any number of counterparts each of which, when taken together, shall constitute one and the same agreement.

Section 12. Headings . Section headings have been inserted herein for convenience only and shall not be construed to be a part hereof.

Section 13. Amendments; Waivers . This Agreement may not be amended, changed, waived or modified except by a writing executed by the Assignee and the Assignor; provided , however , any amendment, waiver or consent which shall affect the rights or duties of the Agent under this Agreement shall not be effective unless signed by the Agent.

Section 14. Entire Agreement . This Agreement embodies the entire agreement between the Assignor and the Assignee with respect to the subject matter hereof and supersedes all other prior arrangements and understandings relating to the subject matter hereof.

Section 15. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 16. Definitions . Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.

A-4

[Include this Section only if Borrower’s consent is required under Section 12.5.(d) Section 17. Agreements of the Borrower . The Borrower hereby agrees that the Assignee shall be a Lender under the Credit Agreement having a Commitment equal to the Assigned Commitment. The Borrower agrees that the Assignee shall have all of the rights and remedies of a Lender under the Credit Agreement and the other Loan Documents as if the Assignee were an original Lender under and signatory to the Credit Agreement, including, but not limited to, the right of a Lender to receive payments of principal and interest with respect to the Assigned Obligations, and to the Revolving Loans made by the Lenders after the date hereof and to receive the commitment and other Fees payable to the Lenders as provided in the Credit Agreement. Further, the Assignee shall be entitled to the indemnification provisions from the Borrower in favor of the Lenders as provided in the Credit Agreement and the other Loan Documents. The Borrower further agrees, upon the execution and delivery of this Agreement, to execute in favor of the Assignee, and if applicable the Assignor Notes as required by Section 12.5.(d) of the Credit Agreement. Upon receipt by the Assignor of the amounts due the Assignor under Section 2, the Assignor agrees to surrender to the Borrower such Assignor’s Notes.]

[Signatures on Following Pages]

A-5

IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment and Acceptance Agreement as of the date and year first written above.

	ASSIGNOR:

	[NAME OF ASSIGNOR]


	By:
		Name:
		Title:


	ASSIGNEE:

	[NAME OF ASSIGNEE]


	By:
		Name:
		Title:

[Include signature of the Borrower only if required under Section 12.5.(d) of the Credit Agreement]
Agreed and consented to as of the date first written above.

BORROWER:

HOSPITALITY PROPERTIES TRUST

By:
	Name:
	Title:

[Signatures Continued on Following Page]

A-6

Accepted as of the date first written above.

AGENT:

WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent


By:
	Name:
	Title:

A-7

SCHEDULE 1

Information Concerning the Assignee

	Notice Address:


		Telephone No.:
		Telecopy No.:

[Signatures Continued on Following Page]

A-8

Accepted as of the date first written above.

Lending Office
	Telephone No.:
	Telecopy No.:

AGENT:

Payment Instructions:


WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent


By:
Name:
Title:

A-9

EXHIBIT B

FORM OF GUARANTY

THIS GUARANTY dated as of May , 2005, executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of (a) WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Agent (the “Agent”) for the Lenders under that certain that certain Amended and Restated Credit Agreement dated as of May , 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Hospitality Properties Trust (the “Borrower”), the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), the Agent, and the other parties thereto, and (b) the Lenders and the Swingline Lender.

WHEREAS, pursuant to the Credit Agreement, the Agent, the Lenders and the Swingline Lender have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Borrower owns, directly or indirectly, at least a majority of the issued and outstanding Equity Interests in each Guarantor;

WHEREAS, the Borrower and each of the Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Agent, the Lenders and the Swingline Lender through their collective efforts;

WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from the Agent, the Lenders and the Swingline Lender making such financial accommodations available to the Borrower under the Credit Agreement and, accordingly, each Guarantor is willing to guarantee the Borrower’s obligations to the Agent, the Lenders and the Swingline Lender on the terms and conditions contained herein; and

WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the Agent and the Lenders making, and continuing to make, such financial accommodations to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:

Section 1. Guaranty . Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) all indebtedness and obligations owing by the Borrower to any Lender, the

B-1

Swingline Lender or the Agent under or in connection with the Credit Agreement and any other Loan Document, including without limitation, the repayment of all principal of the Revolving Loans, Swingline Loans and the Reimbursement Obligations, and the payment of all interest, Fees, charges, attorneys’ fees and other amounts payable to any Lender or the Agent thereunder or in connection therewith; (b) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the Lenders and the Agent in the enforcement of any of the foregoing or any obligation of such Guarantor hereunder; and (d) all other Obligations.

Section 2. Guaranty of Payment and Not of Collection . This Guaranty is a guaranty of payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly, none of the Lenders, the Swingline Lender or the Agent shall be obligated or required before enforcing this Guaranty against any Guarantor: (a) to pursue any right or remedy any of them may have against the Borrower, any other Guarantor or any other Person or commence any suit or other proceeding against the Borrower, any other Guarantor or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower, any other Guarantor or any other Person; or (c) to make demand of the Borrower, any other Guarantor or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Lenders, the Swingline Lender or the Agent which may secure any of the Guarantied Obligations.

Section 3. Guaranty Absolute . Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent, the Lenders or the Swingline Lender with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):

(a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations, or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;

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(b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;

(c) any furnishing to the Agent, the Lenders or the Swingline Lender of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Obligations;

(d) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the Borrower or any other Loan Party;

(e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, the Borrower, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding;

(f) any act or failure to act by the Borrower, any other Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty;

(g) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Obligations;

(h) any application of sums paid by the Borrower, any other Guarantor or any other Person with respect to the liabilities of the Borrower to the Agent, the Lenders or the Swingline Lender, regardless of what liabilities of the Borrower remain unpaid;

(i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or

(j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder (other than indefeasible payment in full).

Section 4. Action with Respect to Guarantied Obligations . The Lenders and the Agent may, at any time and from time to time, without the consent of, or notice to, any Guarantor, and without discharging any Guarantor from its obligations hereunder, take any and all actions described in Section 3 and may otherwise: (a) amend, modify, alter or supplement the terms of any of the Guarantied Obligations, including, but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement the Credit Agreement or any other Loan Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any collateral securing any of the Obligations; (d) release any other Loan Party or other Person liable in any manner for the payment or collection of the Guarantied Obligations; (e) exercise, or

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refrain from exercising, any rights against the Borrower, any other Guarantor or any other Person; and (f) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Lenders shall elect.

Section 5. Representations and Warranties . Each Guarantor hereby makes to the Agent, the Lenders and the Swingline Lender all of the representations and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Credit Agreement and the other Loan Documents, as if the same were set forth herein in full.

Section 6. Covenants . Each Guarantor will comply with all covenants which the Borrower is to cause such Guarantor to comply with under the terms of the Credit Agreement or any of the other Loan Documents.

Section 7. Waiver . Each Guarantor, to the fullest extent permitted by Applicable Law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any kind, and any other act or thing, or omission or delay to do any other act or thing, which in any manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to discharge such Guarantor from its obligations hereunder.

Section 8. Inability to Accelerate Loan . If the Agent, the Swingline Lender and/or the Lenders are prevented under Applicable Law or otherwise from demanding or accelerating payment of any of the Guarantied Obligations by reason of any automatic stay or otherwise, the Agent, the Swingline Lender and/or the Lenders shall be entitled to receive from each Guarantor, upon demand therefor, the sums which otherwise would have been due had such demand or acceleration occurred.

Section 9. Reinstatement of Guarantied Obligations . If claim is ever made on the Agent, any Lender or the Swingline Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Agent, such Lender or the Swingline Lender repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Agent, such Lender or the Swingline Lender with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof, any release herefrom, or the cancellation of the Credit Agreement, any of the other Loan Documents, or any other instrument evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the Agent, such Lender or the Swingline Lender for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Agent, such Lender or the Swingline Lender.

Section 10. Subrogation . Upon the making by any Guarantor of any payment hereunder for the account of the Borrower, such Guarantor shall be subrogated to the rights of the payee against the Borrower; provided , however , that such Guarantor shall not enforce any right or receive any payment by way of subrogation or otherwise take any action in respect of any other

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claim or cause of action such Guarantor may have against the Borrower arising by reason of any payment or performance by such Guarantor pursuant to this Guaranty, unless and until all of the Guarantied Obligations have been indefeasibly paid and performed in full. If any amount shall be paid to such Guarantor on account of or in respect of such subrogation rights or other claims or causes of action, such Guarantor shall hold such amount in trust for the benefit of the Agent, the Lenders and the Swingline Lender and shall forthwith pay such amount to the Agent to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Agent as collateral security for any Guarantied Obligations existing.

Section 11. Payments Free and Clear . All sums payable by each Guarantor hereunder, whether of principal, interest, Fees, expenses, premiums or otherwise, shall be paid in full, without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes), and if any Guarantor is required by Applicable Law or by a Governmental Authority to make any such deduction or withholding, such Guarantor shall pay to the Agent, the Lenders and the Swingline Lender such additional amount as will result in the receipt by the Agent, the Lenders and the Swingline Lender of the full amount payable hereunder had such deduction or withholding not occurred or been required.

Section 12. Set-off . In addition to any rights now or hereafter granted under any of the other Loan Documents or Applicable Law and not by way of limitation of any such rights, each Guarantor hereby authorizes the Agent and each Lender, at any time during the continuance of an Event of Default, without any prior notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender, or any affiliate of the Agent or such Lender, to or for the credit or the account of such Guarantor against and on account of any of the Guarantied Obligations, although such obligations shall be contingent or unmatured. Each Guarantor agrees, to the fullest extent permitted by Applicable Law, that any Participant may exercise rights of setoff or counterclaim and other rights with respect to its participation as fully as if such Participant were a direct creditor of such Guarantor in the amount of such participation.

Section 13. Subordination . Each Guarantor hereby expressly covenants and agrees for the benefit of the Agent, the Lenders and the Swingline Lender that all obligations and liabilities of the Borrower to such Guarantor of whatever description, including without limitation, all intercompany receivables of such Guarantor from the Borrower (collectively, the “Junior Claims”) shall be subordinate and junior in right of payment to all Guarantied Obligations. If an Event of Default shall have occurred and be continuing, then no Guarantor shall accept any direct or indirect payment (in cash, property or securities, by setoff or otherwise) from the Borrower on account of or in any manner in respect of any Junior Claim until all of the Guarantied Obligations have been indefeasibly paid in full.

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Section 14. Avoidance Provisions . It is the intent of each Guarantor, the Agent, the Lenders and the Swingline Lender that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Lenders and the Swingline Lender) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”) and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Lenders and the Swingline Lender) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Lenders and the Swingline Lender), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Agent, the Lenders and the Swingline Lender hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Agent, the Lenders and the Swingline Lender that would not otherwise be available to such Person under the Avoidance Provisions.

Section 15. Information . Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition of the Borrower and the other Guarantors, and of all other circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Agent, the Lenders or the Swingline Lender shall have any duty whatsoever to advise any Guarantor of information regarding such circumstances or risks.

Section 16. Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

SECTION 17. WAIVER OF JURY TRIAL .

(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE

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LENDERS, THE AGENT AND EACH GUARANTOR HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.

(b) EACH OF THE GUARANTORS, THE AGENT AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK OR ANY STATE COURT LOCATED IN NEW YORK, NEW YORK, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. EACH GUARANTOR AND EACH OF THE LENDERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

Section 18. Loan Accounts . The Agent, each Lender and the Swingline Lender may maintain books and accounts setting forth the amounts of principal, interest and other sums paid and payable with respect to the Guarantied Obligations, and in the case of any dispute relating to any of the outstanding amount, payment or receipt of any of the Guarantied Obligations or otherwise, the entries in such books and accounts shall be deemed prima facie evidence of the amounts and other matters set forth herein. The failure of the Agent, any Lender or the Swingline Lender to maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any of its obligations hereunder.

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Section 19. Waiver of Remedies . No delay or failure on the part of the Agent, any Lender or the Swingline Lender in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Agent, any Lender or the Swingline Lender of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.

Section 20. Termination . This Guaranty shall remain in full force and effect until indefeasible payment in full of the Guarantied Obligations and the other Obligations and the termination or cancellation of the Credit Agreement in accordance with its terms.

Section 21. Successors and Assigns . Each reference herein to the Agent or the Lenders shall be deemed to include such Person’s respective successors and assigns (including, but not limited to, any holder of the Guarantied Obligations) in whose favor the provisions of this Guaranty also shall inure, and each reference herein to each Guarantor shall be deemed to include such Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding. The Lenders and the Swingline Lender may, in accordance with the applicable provisions of the Credit Agreement, assign, transfer or sell any Guarantied Obligation, or grant or sell participations in any Guarantied Obligations, to any Person without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s obligations hereunder. Each Guarantor hereby consents to the delivery by the Agent or any Lender to any Assignee or Participant (or any prospective Assignee or Participant) of any financial or other information regarding the Borrower or any Guarantor. No Guarantor may assign or transfer its rights or obligations hereunder to any Person without the prior written consent of all Lenders and any such assignment or other transfer to which all of the Lenders have not so consented shall be null and void.

Section 22. JOINT AND SEVERAL OBLIGATIONS . THE OBLIGATIONS OF THE GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS LIABLE FOR THE FULL AMOUNT OF THE “GUARANTIED OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER.

Section 23. Amendments . This Guaranty may not be amended except in writing signed by the Requisite Lenders (or all of the Lenders if required under the terms of the Credit Agreement), the Agent and each Guarantor.

Section 24. Payments . All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Agent at the Principal Office, not later than 2:00 p.m. on the date of demand therefor.

Section 25. Notices . All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto, (b) to the Agent, any Lender or the Swingline Lender at its respective address for notices provided for in the Credit Agreement, or (c) as to each such party at such other address as such party shall designate in a written notice to

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the other parties. Each such notice, request or other communication shall be effective (i) if mailed, when received; (ii) if telecopied, when transmitted; or (iii) if hand delivered, when delivered; provided , however , that any notice of a change of address for notices shall not be effective until received.

Section 26. Severability . In case any provision of this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 27. Headings . Section headings used in this Guaranty are for convenience only and shall not affect the construction of this Guaranty.

Section 28. Trustees, Etc. Not Liable .

IN THE CASE OF ANY GUARANTOR THAT IS A TRUST, NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH GUARANTOR SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH GUARANTOR. ALL PERSONS DEALING WITH SUCH GUARANTOR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH GUARANTOR FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION OWING BY SUCH GUARANTOR HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL NOT LIMIT ANY OBLIGATIONS OF ANY LOAN PARTY.

Section 29. Limitation of Liability .

Neither the Agent nor any Lender, nor any affiliate, officer, director, employee, attorney, or agent of the Agent or any Lender, shall have any liability with respect to, and each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor in connection with, arising out of, or in any way related to, this Guaranty or any of the other Loan Documents, or any of the transactions contemplated by this Guaranty, the Credit Agreement or any of the other Loan Documents. Each Guarantor hereby waives, releases, and agrees not to sue the Agent or any Lender or any of the Agent’s or any Lender’s affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Guaranty, the Credit Agreement or any of the other Loan Documents, or any of the transactions contemplated by Credit Agreement or financed thereby.

Section 30. Definitions . (a) For the purposes of this Guaranty:

“ Proceeding ” means any of the following: (i) a voluntary or involuntary case concerning any Guarantor shall be commenced under the Bankruptcy Code of 1978, as amended; (ii) a custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed for, or takes charge of, all or any substantial part of the property of any Guarantor; (iii) any other proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy,

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insolvency, reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or other order approving any such case or proceeding is entered by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (ix) any Guarantor shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor for the purpose of effecting any of the foregoing.

(b) Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.

[Signature on Next Page]

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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the date and year first written above.

[signed by Guarantors]

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ANNEX I

FORM OF ACCESSION AGREEMENT

THIS ACCESSION AGREEMENT dated as of , , executed and delivered by , a (the “New Subsidiary”), in favor of (a) WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Agent (the “Agent”) for the Lenders under that certain Amended and Restated Credit Agreement dated as of May , 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Hospitality Properties Trust (the “Borrower”), the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), the Agent, and the other parties thereto, and (b) the Lenders and the Swingline Lender.

WHEREAS, the Borrower owns, directly or indirectly, at least a majority of the issued and outstanding Equity Interests in the New Subsidiary;

WHEREAS, the Borrower, the New Subsidiary, and the existing Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Agent, the Lenders and the Swingline Lender through their collective efforts;

WHEREAS, the New Subsidiary acknowledges that it will receive direct and indirect benefits from the Agent, the Lenders and the Swingline Lender making such financial accommodations available to the Borrower under the Credit Agreement and, accordingly, the New Subsidiary is willing to guarantee the Borrower’s obligations to the Agent, the Lenders and the Swingline Lender on the terms and conditions contained herein; and

WHEREAS, the New Subsidiary’s execution and delivery of this Agreement is a condition to the Agent, the Lenders and the Swingline Lender continuing to make such financial accommodations to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the New Subsidiary, the New Subsidiary agrees as follows:

Section 1. Accession to Guaranty . The New Subsidiary hereby agrees that it is a “Guarantor” under that certain Guaranty dated as of May , 2005 (as amended, supplemented, restated or otherwise modified from time to time, the “Guaranty”), made by each Subsidiary of the Borrower a party thereto in favor of the Agent, the Lenders and the Swingline Lender and assumes all obligations of a “Guarantor” thereunder, all as if the New Subsidiary had been an

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original signatory to the Guaranty. Without limiting the generality of the foregoing, the New Subsidiary hereby:

(a) irrevocably and unconditionally guarantees the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Guarantied Obligations (as defined in the Guaranty);

(b) makes to the Agent, the Lenders and the Swingline Lender as of the date hereof each of the representations and warranties contained in Section 5 of the Guaranty and agrees to be bound by each of the covenants contained in Section 6 of the Guaranty; and

SECTION 2. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Definitions . Capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Credit Agreement.

[Signatures on Next Page]

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IN WITNESS WHEREOF, the New Subsidiary has caused this Accession Agreement to be duly executed and delivered under seal by its duly authorized officers as of the date first written above.

		[NEW SUBSIDIARY]


		By:
			Name:
			Title:

		Address for Notices:

		c/o Hospitality Properties Trust
		400 Centre Street
		Newton, Massachusetts 02458
		Attention:
		Telecopy Number: ( ) -
		Telephone Number: ( ) -


Accepted:

WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent


By:
	Name:
	Title:

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EXHIBIT C

FORM OF NOTICE OF BORROWING

, 200

Wachovia Bank, National Association, as Agent

301 S. College Street, NC0172

Charlotte, North Carolina 28288

Attention: David M. Blackman

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement dated as of May , 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Hospitality Properties Trust (the “Borrower”), the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), Wachovia Bank, National Association, as Agent (the “Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

1. Pursuant to Section 2.1.(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Revolving Loans to the Borrower in an aggregate amount equal to $ .

2. The Borrower requests that such Revolving Loans be made available to the Borrower on , 200 .

3. The Borrower hereby requests that the requested Revolving Loans all be of the following Type:

[Check one box only]

o Base Rate Loans

o LIBOR Loans, each with an initial Interest Period for a duration of:

[Check one box only] o 7 days

o 1 month

o 3 months

o 6 months

o 12 months (if available)

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4. The proceeds of this borrowing of Revolving Loans will be used for the following purpose:

5. The Borrower requests that the proceeds of this borrowing of Revolving Loans be made available to the Borrower by .

The Borrower hereby certifies to the Agent and the Lenders that as of the date hereof and as of the date of the making of the requested Revolving Loans and after giving effect thereto, (a) no Default or Event of Default exists or will exist, and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party are and shall be true and correct in all material respects, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement. In addition, the Borrower certifies to the Agent and the Lenders that all conditions to the making of the requested Revolving Loans contained in Article V. of the Credit Agreement will have been satisfied at the time such Revolving Loans are made.

If notice of the requested borrowing of Revolving Loans was previously given by telephone, this notice is to be considered the written confirmation of such telephone notice required by Section 2.1.(b) of the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Borrowing as of the date first written above.

	HOSPITALITY PROPERTIES TRUST

	By:
		Name:
		Title:

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EXHIBIT D

FORM OF NOTICE OF CONTINUATION

, 200

Wachovia Bank, National Association, as Agent

301 S. College Street, NC0172

Charlotte, North Carolina 28288

Attention: David M. Blackman

Ladies and Gentlemen:

Pursuant to Section 2.8. of the Credit Agreement, the Borrower hereby requests a Continuation of a borrowing of Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Continuation as required by such Section of the Credit Agreement:

1. The proposed date of such Continuation is , .

2. The aggregate principal amount of Loans subject to the requested Continuation is $ and was originally borrowed by the Borrower on , 200 .

3. The portion of such principal amount subject to such Continuation is $ .

4. The current Interest Period for each of the Loans subject to such Continuation ends on , 200 .

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5. The duration of the new Interest Period for each of such Loans or portion thereof subject to such Continuation is:

[Check one box only]	o 7 days
	o 1 month
	o 3 months
	o 6 months
	o 12 months (if available)

The Borrower hereby certifies to the Agent and the Lenders that as of the date hereof, as of the proposed date of the requested Continuation, and after giving effect to such Continuation, no Default or Event of Default exists or will exist.

If notice of the requested Continuation was given previously by telephone, this notice is to be considered the written confirmation of such telephone notice required by Section 2.8. of the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Continuation as of the date first written above.

	HOSPITALITY PROPERTIES TRUST

	By:
		Name:
		Title:

D-2

EXHIBIT E

FORM OF NOTICE OF CONVERSION

, 200

Wachovia Bank, National Association, as Agent

301 S. College Street, NC0172

Charlotte, North Carolina 28288

Attention: David M. Blackman

Ladies and Gentlemen:

Pursuant to Section 2.9. of the Credit Agreement, the Borrower hereby requests a Conversion of a borrowing of Revolving Loans of one Type into Revolving Loans of another Type under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion as required by such Section of the Credit Agreement:

1. The proposed date of such Conversion is , 200 .

2. The Loans to be Converted pursuant hereto are currently :

[Check one box only]	o Base Rate Loans
	o LIBOR Loans

3. The aggregate principal amount of Loans subject to the requested Conversion is $ and was originally borrowed by the Borrower on , 200 .

4. The portion of such principal amount subject to such Conversion is $ .

E-1

5. The amount of such Loans to be so Converted is to be converted into Loans of the following Type:

[Check one box only]

o	Base Rate Loans
o	LIBOR Loans, each with an initial Interest Period for a duration of:

[Check one box only]		o 7 days
		o 1 month
		o 3 months
		o 6 months
		o 12 months (if available)

The Borrower hereby certifies to the Agent and the Lenders that as of the date hereof and as of the date of the requested Conversion and after giving effect thereto, (a) no Default or Event of Default exists or will exist, and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party are and shall be true and correct in all material respects, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement.

If notice of the requested Conversion was given previously by telephone, this notice is to be considered the written confirmation of such telephone notice required by Section 2.9. of the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Conversion as of the date first written above.

	HOSPITALITY PROPERTIES TRUST

	By:
		Name:
		Title:

E-2

EXHIBIT F

FORM OF NOTICE OF SWINGLINE BORROWING

Wachovia Bank, National Association, as Agent

301 S. College Street, NC0172

Charlotte, North Carolina 28288

Attention: David M. Blackman

Ladies and Gentlemen:

1. Pursuant to Section 2.2.(b) of the Credit Agreement, the Borrower hereby requests that the Swingline Lender make a Swingline Loan to the Borrower in an amount equal to $ .

2. The Borrower requests that such Swingline Loan be made available to the Borrower on , 200 .

3. The proceeds of this Swingline Loan will be used for the following purpose:

4. The Borrower requests that the proceeds of such Swingline Loan be made available to the Borrower by .

The Borrower hereby certifies to the Agent, the Swingline Lender and the Lenders that as of the date hereof, as of the date of the making of the requested Swingline Loan, and after making such Swingline Loan, (a) no Default or Event of Default exists or will exist, and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party are and shall be true and correct in all material respects, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement. In addition, the Borrower certifies to the Agent and the Lenders that all conditions to the making of the requested Swingline Loan contained in

F-1

Article V. of the Credit Agreement will have been satisfied at the time such Swingline Loan is made.

If notice of the requested borrowing of this Swingline Loan was previously given by telephone, this notice is to be considered the written confirmation of such telephone notice required by Section 2.2.(b) of the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Swingline Borrowing as of the date first written above.

	HOSPITALITY PROPERTIES TRUST

	By:
		Name:
		Title:

F-2

EXHIBIT G

FORM OF SWINGLINE NOTE

$50,000,000.00

May , 2005

FOR VALUE RECEIVED, the undersigned, HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust (the “Borrower”), hereby promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the “Swingline Lender”) to its address at 301 S. College Street, NC0172, Charlotte, North Carolina 28288, or at such other address as may be specified in writing by the Swingline Lender to the Borrower, the principal sum of FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00) (or such lesser amount as shall equal the aggregate unpaid principal amount of Swingline Loans made by the Swingline Lender to the Borrower under the Credit Agreement), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement.

The date, amount of each Swingline Loan, and each payment made on account of the principal thereof, shall be recorded by the Swingline Lender on its books and, prior to any transfer of this Note, endorsed by the Swingline Lender on the schedule attached hereto or any continuation thereof, provided that the failure of the Swingline Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Swingline Loans.

This Note is the Swingline Note referred to in the Amended and Restated Credit Agreement dated as of May , 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), Wachovia Bank, National Association, as Agent, and the other parties thereto, and evidences Swingline Loans made to the Borrower thereunder. Terms used but not otherwise defined in this Note have the respective meanings assigned to them in the Credit Agreement.

The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Swingline Loans upon the terms and conditions specified therein.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

The Borrower hereby waives presentment for payment, demand, notice of demand, notice of non-payment, protest, notice of protest and all other similar notices.

G-1

Time is of the essence for this Note.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Swingline Note under seal as of the date first written above.

HOSPITALITY PROPERTIES TRUST

By:
	Name:
	Title:


Attest:
		Name:
		Title:


[CORPORATE SEAL]

G-2

SCHEDULE OF SWINGLINE LOANS

This Note evidences Swingline Loans made under the within-described Credit Agreement to the Borrower, on the dates and in the principal amounts set forth below, subject to the payments and prepayments of principal set forth below:

Date of Loan	Principal Amount of Loan	Amount Paid or Prepaid	Unpaid Principal Amount	Notation Made By

G-3

EXHIBIT H

FORM OF REVOLVING NOTE

, 200

FOR VALUE RECEIVED, the undersigned, HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust (the “Borrower”), hereby promises to pay to the order of (the “Lender”), in care of Wachovia Bank, National Association, as Agent (the “Agent”) to Wachovia Bank, National Association, 301 S. College Street, NC0172, Charlotte, North Carolina 28288, or at such other address as may be specified in writing by the Agent to the Borrower, the principal sum of AND /100 DOLLARS ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as herein defined)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement.

The date, amount of each Revolving Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any continuation thereof, provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Revolving Loans made by the Lender.

This Note is one of the Revolving Notes referred to in the Amended and Restated Credit Agreement dated as of May , 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), the Agent, and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein.

Except as permitted by Section 12.5.(d) of the Credit Agreement, this Note may not be assigned by the Lender to any other Person.

H-1

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

The Borrower hereby waives presentment for payment, demand, notice of demand, notice of non-payment, protest, notice of protest and all other similar notices.

Time is of the essence for this Note.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal as of the date first written above.

HOSPITALITY PROPERTIES TRUST

By:
	Name:
	Title:


Attest:
		Name:
		Title:


[CORPORATE SEAL]

H-2

SCHEDULE OF REVOLVING LOANS

This Note evidences Revolving Loans made under the within-described Credit Agreement to the Borrower, on the dates, in the principal amounts, bearing interest at the rates and maturing on the dates set forth below, subject to the payments and prepayments of principal set forth below:

Date of
Loan

Principal
Amount of
Loan

Interest
Rate

Maturity
Date

Amount
Paid or
Prepaid

Unpaid
Principal
Amount

Notation
Made By

H-3

EXHIBIT I

FORM OF COMPLIANCE CERTIFICATE

, 200

Wachovia Bank, National Association, as Agent

301 S. College Street, NC0172

Charlotte, North Carolina 28288

Attention: David M. Blackman

Each of the Lenders Party to the Credit Agreement referred to below

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement dated as of May , 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Hospitality Properties Trust (the “Borrower”), the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), Wachovia Bank, National Association, as Agent (the “Agent”) and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

Pursuant to Section 8.3. of the Credit Agreement, the undersigned hereby certifies to the Agent and the Lenders as follows:

(1) The undersigned is the chief financial officer [or chief accounting officer] of the Borrower.

(2) The undersigned has examined the books and records of the Borrower and has conducted such other examinations and investigations as are reasonably necessary to provide this Compliance Certificate.

(3) No Default or Event of Default exists [if such is not the case, specify such Default or Event of Default and its nature, when it occurred and whether it is continuing and the steps being taken by the Borrower with respect to such event, condition or failure] .

(4) The representations and warranties made or deemed made by the Borrower and the other Loan Parties in the Loan Documents to which any is a party, are true and correct in all material respects on and as of the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for

I-1

changes in factual circumstances specifically and expressly permitted under the Credit Agreement.

(5) Attached hereto as Schedule 1 are reasonably detailed calculations establishing whether or not the Borrower and its Subsidiaries were in compliance with the covenants contained in Sections 9.1. through 9.3. and 9.6. of the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first above written.


	Name:
	Title:

I-2

Schedule 1

[Calculations to be Attached]

I-3

Exhibit 10.2

TRANSACTION AGREEMENT

by and among

HOSPITALITY PROPERTIES TRUST,

HPT TA PROPERTIES TRUST,

HPT TA PROPERTIES LLC,

TRAVELCENTERS OF AMERICA LLC

and

REIT MANAGEMENT & RESEARCH LLC

January 29, 2007

Table of Contents

SECTION 1
DEFINITIONS		2
1.1	Definitions	2
SECTION 2
PRELIMINARY ACTIONS; CERTAIN SECURITIES MATTERS; TCA MERGER; LEASE TRANSACTION; AND DISTRIBUTION		11
2.1	Preliminary Actions	11
2.2	Actions Prior to TCA Closing Date	12
2.3	Actions Occurring on the TCA Closing Date	12
2.4	Capitalization of TCA LLC	15
SECTION 3
POST-DISTRIBUTION RIGHTS, OPTIONS AND COVENANTS		15
3.1	Right of First Refusal re: Certain Real Estate Investments	15
3.2	Right of First Refusal re: Travel Center Facilities	16
3.3	Options re: Travel Center Business Assets	17
3.4	Assembled Workforce	17
3.5	Cooperation, Exchange of Information, Retention of Records, and Costs of Reporting	17
3.6	Restrictions on Ownership	18
3.7	Termination of Exchange Fund; Director’s and Officer’s Indemnification	18
3.8	Cost to Remediate Pre-Existing Environmental Condition	18
SECTION 4
INDEMNIFICATION		19
4.1	Indemnification by HPT	19
4.2	Indemnification by TCA LLC	19
4.3	Indemnification Procedures	19
4.4	Certain Limitations, Etc.	21
4.5	Survival	21
4.6	Priority of Section 5	21
SECTION 5
TAX MATTERS		21
5.1	General Responsibility for Taxes	21
5.2	Allocation of Certain Taxes Among Taxable Periods	22
5.3	Filing and Payment Responsibility	22
5.4	Refunds and Credits	23
5.5	Tax Contests	24
5.6	Resolution of Disputes	24
SECTION 6
MISCELLANEOUS		24
6.1	Arbitration	24
6.2	Confidentiality	25

Table of Contents

6.3	Notices	25
6.4	Waivers, Etc.	26
6.5	Assignment; Successors and Assigns; Third Party Beneficiaries	26
6.6	Severability	27
6.7	Counterparts, Etc.	27
6.8	Governing Law	27
6.9	Expenses	27
6.10	Section and Other Headings; Interpretation	28
6.11	Exculpation	28

TRANSACTION AGREEMENT

THIS TRANSACTION AGREEMENT is made January 29, 2007, by and among (a) HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust (including its successors and permitted assigns, “ HPT ”); (b) HPT TA PROPERTIES TRUST, a Maryland real estate investment trust (including its successors and permitted assigns, “ HPT Trust Landlord ”); (c) HPT TA PROPERTIES LLC, a Maryland limited liability company (including its successors and permitted assigns, “ HPT LLC Landlord ” and together with HPT Trust Landlord, “ HPT Landlord ”); (d) TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (including its successors and permitted assigns, “ TCA LLC ”); and (e) REIT MANAGEMENT & RESEARCH LLC, a Delaware limited liability company (including its successors and permitted assigns, “ RMR ”).

PRELIMINARY STATEMENTS

A. HPT entered into an Agreement and Plan of Merger, dated as of September 15, 2006 (as amended and in effect from time to time, the “ TCA Merger Agreement ”), with TravelCenters of America, Inc., a Delaware corporation (including its successor upon conversion to a limited liability company as contemplated by Section 2.3(a) , “ TCA ”), HPT TA Merger Sub Inc., a Delaware corporation (“ HPT Merger Sub ”) and Oak Hill Capital Partners, L.P., a Delaware limited partnership (“ Oak Hill ”), pursuant to which HPT has agreed to acquire TCA through a reverse triangular merger with HPT Merger Sub merging with and into TCA (the “ TCA Merger ”), subject to and upon the terms and conditions set forth in the TCA Merger Agreement. Immediately following the TCA Merger, but immediately prior to the Distribution (defined below), TCA will be a wholly owned subsidiary of TCA LLC, and each of TCA LLC and HPT Trust Landlord will be a wholly, owned subsidiary of HPT.

B. TCA and its subsidiaries own and operate hospitality, fuel and service areas along the North American highway system (the “ Travel Center Facilities ”).

C. The Board of Trustees of HPT has determined that it is in the best interests of HPT and its shareholders to cause, in each case with effect immediately following the TCA Merger, (i) the Landlord Properties (defined below) with respect to the 146 Travel Center Facilities to be transferred to HPT Landlord and leased to TCA. Tenant (defined below), and (ii) 100% of the membership interests in TCA LLC to be distributed to the holders of HPT Common Shares (defined below) as a special distribution.

D. RMR currently provides certain services to HPT, and the parties desire that RMR provide similar services to TCA LLC as well.

E. In connection with the foregoing, the parties wish to define certain rights and obligations in connection with their businesses.

NOW, THEREFORE, it is agreed:

SECTION 1

DEFINITIONS

1.1 Definitions .

Capitalized terms used in this Agreement shall have the meanings set forth below:

(1) “ Action ”: any litigation or legal or other actions, arbitrations, counterclaims, investigations, proceedings, requests for material information by or pursuant to the order of any Governmental Authority, or suits, at law or in arbitration or equity commenced by any Person.

(2) “ Affiliated Person ”: with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in or member of, such Person or any Person referred to in the preceding clauses (a), (b) and (c), and (e) any other Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d).

(3) “ Agent ”: Wells Fargo Bank, N. A., the distribution agent appointed by HPT to distribute the TCA LLC Shares to holders of HPT Common Shares pursuant to the Distribution.

(4) “ Agreement ”: this Transaction Agreement, together with the Schedules and Exhibits hereto, as amended in accordance with the terms hereof.

(5) “ Benefited Parties ”: the meaning given in Section 3.1 .

(6) “ Business Day ”: any day other than Saturday, Sunday, or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

(7) “ Cash Contribution Amount ”: an amount in cash equal to $200,000,000 minus the Net Working Capital of TCA LLC on the TCA Closing Date (determined after giving effect to the transfers contemplated by Section 2.3(c)).

(8) “ Change in Control ”: (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock or other voting interests of TCA Tenant or any TCA Guarantor, as the case may be, or the power to direct the management and policies of TCA Tenant or any Guarantor, directly or indirectly, (b) the merger or consolidation of TCA Tenant or any TCA Guarantor with or into any other Person (other than the merger or consolidation of any Person into TCA Tenant or any TCA Guarantor that does not

result in a Change in Control of TCA Tenant or such TCA Guarantor under clauses (a), (c) or (d) of this definition), (c) any one or more sales or conveyances to any Person of all or any material portion of its assets (including capital stock or other equity interests) or business of TCA Tenant or any TCA Guarantor, as the case may be, or (d) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period (commencing on the Commencement Date) constituted the board of directors of TCA Tenant or any TCA Guarantor (together with any new directors whose election by such board or whose nomination for election by the shareholders of TCA Tenant or such TCA Guarantor, as the case may be, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved) to constitute a majority of the board of directors of TCA Tenant or any TCA Guarantor then in office.

(9) “ Charter ”: with respect to any Entity, its constituent governing documents, including, by way of example, its certificate of incorporation and by-laws (if a corporation), its operating agreement and certificate of formation (if a limited liability company), its declaration of trust and by-laws (if a real estate investment trust) or its limited partnership agreement and certificate of limited partnership (if a limited partnership).

(10) “ Closing Balance Sheet ”: the meaning given in Section 2.4 .

(11) “ Closing Net Working Capital ”: the meaning given in Section 2.4

(12) “ Code ”: the United States Internal Revenue Code of 1986, as from time to time in effect, and any successor law, and any reference to any statutory provision shall be deemed to be a reference to any successor statutory provision.

(13) “ Contract ”: any lease, contract, instrument, license, agreement, sales order, purchase order, open bid or other obligation or commitment (whether or not written) and all rights and obligations therein.

(14) “ Covered Liabilities ”: the meaning given in Section 4.1 .

(15) “ Distribution ”: the meaning given in Section 2.3(i) .

(16) “ Distribution Ratio ”: the meaning given in Section 2.3(i) .

(17) “ Entity ”: any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, real estate investment trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.

(18) “ Environmental Laws ”: all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits, notices and orders, from time to time in existence, of

all courts of competent jurisdiction and Governmental Authorities, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to the Environment, including, without limitation, all valid and lawful requirements of courts and other Governmental Authorities pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, natural gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.

(19) “ Environment ”: means soil, surface waters, ground waters, land, biota, sediments, surface or subsurface strata and ambient air.

(20) “ Exchange ”: the meaning given in Section 2.2(b) .

(21) “ Exchange Act ”: the Securities Exchange Act of 1934, and the rules and regulations of the SEC thereunder, all as from time to time in effect.

(22) “ Fixtures ”: the meaning given such term in Section 1.1(41)(D) .

(23) “ FVE ”: the meaning given in Section 3.1 .

(24) “ GAAP ”: generally accepted accounting principles as in effect from time to time.

(25) “ Governmental Authority ”: any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over TCA Tenant or any Landlord Property, or any portion thereof, or any Travel Center operated thereon.

(26) “ Hazardous Substances ”: means any substance:

(A) the presence of which requires or may hereafter require notification, investigation or remediation under any Environmental Law; or

(B) which is or becomes defined as a “hazardous waste”, “hazardous material” or “hazardous substance” or “pollutant” or “contaminant” under any Environmental Law including, without limitation, the Comprehensive

Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq .) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq .) and the regulations promulgated thereunder; or

(C) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any Governmental Authority; or

(D) the presence of which on the relevant property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such property, or any portion thereof, or to the health or safety of persons; or

(E) which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or

(F) which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or

(G) which contains or emits radioactive particles, waves or material.

(27) “ HPT ”: the meaning given in the preamble to this Agreement.

(28) “ HPT Common Shares ”: the common shares of beneficial interest, $.01 par value, of HPT.

(29) “ HPT Group ”: HPT and each Entity (i) whose income is included in the federal income Tax Return Form 1120-REIT with HPT as the parent or in the consolidated federal income Tax Return Form 1120 of HPT TRS, Inc. (employer identification number 04-3548096), a Delaware corporation, as the common parent or (ii) that is a Subsidiary of HPT; provided, in each case, that no member of the TCA LLC Group shall be included therein for any period, except that TA Licensing shall be a member of the TCA LLC Group only in respect of activities and events up until and including the consummation of the TCA Merger, and TA Licensing shall be a member of the HPT Group in respect of all activities and events thereafter.

(30) “ HPT Indemnified Parties ”: the meaning given in Section 4.2 .

(31) “ HPT Landlord ”: the meaning given in the preamble to this Agreement.

(32) “ HPT LLC Landlord ”: the meaning given in the preamble to this Agreement.

(33) “ HPT Merger Sub ”: the meaning given in the Preliminary Statements to this Agreement.

(34) “ HPT Trust Landlord ”: the meaning given in the preamble to this Agreement.

(35) “ HRPT ”: the meaning given in Section 3.1 .

(36) “ Immediate Family ”: with respect to any individual, such individual’s spouse, parents, brothers, sisters, children (natural or adopted) stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.

(37) “ Income Taxes ”: any and all Taxes to the extent based upon or measured by net income (regardless of whether denominated as an “income tax,” a “franchise tax” or otherwise), imposed by any Taxing Authority, together with any related interest, penalties or other additions thereto.

(38) “ Land ”: the meaning given in Section 1.1(41)(A) .

(39) “ Landlord Improvements ”: the meaning given in Section 1.1(41)(B) .

(40) “ Landlord Intangible Property ”: all transferable or assignable agreements, service contracts, equipment leases and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Landlord Properties, or any portion thereof; all books, records and files relating to the leasing, maintenance, management or operation of the Landlord Properties, or any portion thereof; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits and telephone exchange numbers identified with the Landlord Properties; and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character with respect to the Landlord Properties.

(41) “ Landlord Properties ”: collectively, all right, title and interest in and to all of the following:

(A) those certain tracts, pieces and parcels of land, as more particularly described in Schedule 1.1(41)(A) attached hereto and made a part hereof (the “ Land ”);

(B) all buildings, structures and other improvements of every kind including, but not limited to, underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently situated upon the Land, but excluding in any event any Retained Buildings (collectively, the “ Landlord Improvements ”);

(D) all equipment, machinery and fixtures integral to the operation of the Landlord Improvements, and other items of property now or hereafter permanently affixed or integral to or incorporated into the Landlord Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of TCA Personal Property (collectively, the “ Fixtures ”);

(E) all of the Landlord Intangible Property;

(F) any and all leases of space in the Landlord Improvements; and

(G) all of the Trademarks, whether or not used at or on any Landlord Property;

provided , however , that Landlord Properties shall not, in any event, include (x) refunds in respect of property tax or other liabilities for which TCA Tenant is liable under the TCA Properties Lease with respect to any Landlord Property, or any other refunds for amounts paid prior to the TCA Closing Date or (y) the Retained Buildings.

(42) “ Landlord Property ”: those portions of the Landlord Properties described in items 1.1(41)(A) through 1.1 (41)(F) above that, as of the TCA Closing Date, relate to any single Travel Center.

(43) “ Landlord Real Properties ”: those portions of the Landlord Properties described in items 1.1(41)(A) through 1.1 (41)(D) above.

(44) “ Lease Termination Date ”: the meaning given in Section 3.3 .

(45) “ Liability ”: any and all debts, liabilities and obligations, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, including all costs and expenses relating thereto, and including those debts, liabilities and obligations arising under any law, rule, regulation, Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitrator of any kind, and those arising under any contract, commitment or undertaking.

(46) “ Net Working Capital ”: the current assets less the current liabilities of TCA LLC and its Subsidiaries, all as determined in accordance with GAAP.

(47) “ Oak Hill ”: the meaning given in the Preliminary Statements to this Agreement.

(48) “ Other Taxes ”: all Taxes other than Income Taxes.

(49) “ Parent ”: with respect to any Person, any Person which owns directly, or indirectly through one or more Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial interest in, or otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.

(50) “ Person ”: any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

(51) “ Pre-existing Environmental Condition ”: with respect to any Landlord Property, any condition, known or unknown, that existed on the TCA Closing Date in violation of Environmental Laws.

(52) “ Record Date ”: the date determined by the Board of Trustees of HPT or an authorized committee thereof as the record date for the Distribution.

(53) “ Relevant Properties ”: the meaning given in Section 3.1 .

(54) “ Retained Buildings ”: all buildings, structures and other improvements located at the addresses listed on Schedule 1.1(54) , and all equipment, machinery and fixtures integral to the operation of such buildings, structures and improvements.

(55) “ RMR ”: the meaning given in the preamble to this Agreement.

(56) “ SEC ”: the United States Securities and Exchange Commission.

(57) “ Securities Act ”: the Securities Act of 1933, and the rules and regulations of the SEC thereunder, all as from time to time in effect.

(58) “ Separate Counsel ”: the meaning given in Section 4.3(b) .

(59) “ Services Agreement ”: the meaning given in Section 2.3(e) .

(60) “ SNH ”: the meaning given in Section 3.1 .

(61) “ Subsidiary ”: with respect to any Person, any Entity (a) in which such Person owns directly, or indirectly through one or more Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest or (b) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise).

(62) “ TA Franchise ”: TA Franchise Systems Inc., a Delaware corporation (and its successor upon conversion to a limited liability company as contemplated by Section 2.3(a)), and a wholly owned subsidiary of TCA.

(63) “ TA Licensing ”: TA Licensing, Inc., a Delaware corporation, and a wholly owned indirect subsidiary of TCA prior to the consummation of the TCA Merger.

(64) “ TA Operating ”: TA Operating Corporation, a Delaware corporation (and its successor upon conversion to a limited liability company as contemplated by Section 2.3(a)), and a wholly owned subsidiary of TCA.

(65) “ Tax ” or “ Taxes ”: any net income, gross income, gross receipts, sales, use, excise, franchise, transfer, payroll, premium, property or windfall profits tax, alternative or add-on minimum tax, or other tax, fee or assessment, together with any interest and any penalty, addition to tax or other additional amount imposed by any Taxing Authority, whether any such tax is imposed directly or through withholding.

(66) “ Tax Contests ”: the meaning given in Section 5.5 .

(67) “ Tax Returns ”: all returns, reports, estimates, information statements, declarations and other filings relating to, or required to be filed by any taxpayer in connection with, its liability or reporting for, or its payment or receipt of any refund of, any Tax.

(68) “ Taxing Authorities ”: the United States Internal Revenue Service (or any successor authority) and any other domestic or foreign Governmental Authority responsible for the administration of any Tax.

(69) “ TCA ”: the meaning given in the Preliminary Statements to this Agreement.

(70) “ TCA Assets ”: the assets of TCA LLC and its Subsidiaries.

(71) “ TCA Business ”: the businesses conducted from time to time by TCA LLC and its Subsidiaries.

(72) “ TCA Closing ”: the Closing under (and as defined in) the TCA Merger Agreement.

(73) “ TCA Closing Date ”: the Closing Date under (and as defined in) the TCA Merger Agreement.

(74) “ TCA Guarantor ”: collectively, TCA LLC, TCA, TA Operating and each and every other guarantor of TCA Tenant’s obligations under the TCA Properties Lease, and each such guarantor’s successors and assigns, jointly and severally.

(75) “ TCA Liabilities ”: all Liabilities (i) arising out of or in connection with any of the TCA Assets (including in any event any assets owned by TCA or its Subsidiaries prior to the TCA Closing) or the TCA Business, whether arising before or after the TCA Closing Date (subject, however, to Section 3.8 hereof) or (ii) of TCA

Tenant under the TCA Properties Lease, including all Liabilities that TCA Tenant has assumed or agreed to pay or perform under the TCA Properties Lease.

(76) “ TCA LLC ”: the meaning given in the preamble to this Agreement.

(77) “ TCA LLC Group ”: TCA LLC and each Entity (i) that is a Subsidiary of TCA LLC at or after the time of the Distribution, and (ii) any predecessor Entity of such Subsidiary (including TCA and its Subsidiaries prior to their conversion to limited liability companies pursuant to Section 2.3(a) ); provided that TA Licensing shall be a member of the TCA LLC Group in respect of activities and events up until and including the consummation of the TCA Merger, and TA Licensing shall be a member of the HPT Group in respect of all activities and events thereafter.

(78) “ TCA LLC Indemnified Parties ”: the meaning given such term in Section 4.1 .

(79) “ TCA LLC Registration Statement ”: the registration statement on Form S-1 filed by TCA LLC under the Securities Act in connection with the Distribution.

(80) “ TCA LLC Shares ”: the common shares of membership interest of TCA LLC.

(81) “ TCA LLC Subsidiaries ”: the direct or indirect Subsidiaries of TCA LLC.

(82) “ TCA Merger ”: the meaning given in the Preliminary Statements to this Agreement.

(83) “ TCA Merger Agreement ”: the meaning given in the Preliminary Statements to this Agreement.

(84) “ TCA Personal Property ”: all motor vehicles and consumable inventory and supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and machinery and all other tangible personal property of any member of the TCA LLC Group acquired by such member before, on or after the TCA Closing Date and located at the Landlord Real Properties or used in such member’s business at the Landlord Real Properties and all modifications, replacements, alterations and additions to such personal property installed at the expense of TCA Tenant, other than any items included within the definition of Fixtures which are not located at the Retained Buildings.

(85) “ TCA Properties Lease ”: the meaning given in Section 2.3(c)(4) .

(86) “ TCA Properties Sublease ”: the meaning given in Section 2.3(c)(5) .

(87) “ TCA Tenant ”: TA Leasing LLC, a Delaware limited liability company.

(88) “ Third-Party Claim ”: any Action asserted by a Person, other than any party hereto or their respective Affiliated Persons, that gives rise to a right of indemnification hereunder.

(89) “ Trademarks ”: all trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, used in connection with any Travel Center or any other hospitality, fuel and service facility including without limitation trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, such as “TravelCenters of America”, “TA”, “Goasis”, “Country Pride”, “Fork in the Road” and “Buckhorn Family Restaurants” whether or not used at or on any Landlord Real Property; and all other licensable intellectual property of any kind or character with respect to the Landlord Properties. Immediately prior to the TCA Closing, TA Licensing will be the owner of all Trademarks of TCA and its Subsidiaries.

(90) “ Travel Center ”: with respect to any Landlord Property, collectively, the hospitality, fuel and service facilities located at such Landlord Property, including, hotel, food and beverage services facilities, fuel pumps, facilities for the storage and distribution of petroleum products, retail shops and other facilities and services being operated or proposed to be operated on such Landlord Property.

(91) “ Travel Center Facilities ”: the meaning given in the Preliminary Statements to this Agreement.

SECTION 2
PRELIMINARY ACTIONS; CERTAIN SECURITIES MATTERS; TCA MERGER; LEASE
TRANSACTION; AND DISTRIBUTION

2.1 Preliminary Actions .

Prior to the date of this Agreement, the following occurred:

(a) HPT entered into the TCA Merger Agreement with TCA, Oak Hill and HPT Merger Sub;

(b) HPT caused:

(1) HPT Trust Landlord to be formed as a Maryland real estate investment trust and a wholly owned direct subsidiary of HPT;

(2) HPT LLC Landlord to be formed as a Maryland limited liability company and a wholly owned direct subsidiary of HPT Trust Landlord;

(3) TCA LLC to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of HPT;

(4) TCA Tenant to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of TCA LLC; and

(5) HPT Merger Sub to be formed as a Delaware corporation and a wholly owned direct subsidiary of HPT;

(c) HPT contributed all of the issued and outstanding shares of common stock of HPT Merger Sub to TCA LLC and then contributed all of the issued and outstanding membership interests of TCA LLC to HPT Trust Landlord;

(d) TCA LLC filed the TCA LLC Registration Statement with the SEC;

(e) The HPT Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and the transactions contemplated herein; and

(f) TCA LLC’s Board of Directors approved the execution and delivery of this Agreement and the transactions contemplated hereby.

2.2 Actions Prior to TCA Closing Date .

After the date of this Agreement, but prior to the TCA Closing Date:

(a) TCA LLC will take all actions necessary to cause the TCA LLC Registration Statement to become effective as soon as practicable. As soon as practicable after the TCA LLC Registration Statement becomes effective, HPT will furnish a copy of the prospectus contained in the TCA LLC Registration Statement to shareholders of HPT;

(b) TCA LLC will effect the listing of the TCA LLC Shares for trading on the American Stock Exchange (the “ Exchange ”);

(c) The parties will use commercially reasonable efforts to take all actions as may be necessary or appropriate under state and foreign securities and “blue sky” laws in connection with the Distribution;

(d) The HPT Board of Trustees (or an authorized committee thereof) will set the Record Date and the date for the Distribution (which is to be the TCA Closing Date), and will take all other actions necessary to permit the Distribution;

(e) HPT will enter into a distribution agreement with the Agent; and

(f) The parties hereto will use commercially reasonable efforts to cause the TCA Closing to occur.

2.3 Actions Occurring on the TCA Closing Date .

Each of the following actions will take place on the TCA Closing Date immediately following the TCA Merger and the TCA Closing (and subject to (i) the compliance by the parties

with the provisions of Section 2.2 above, and (ii) the TCA LLC Registration Statement having been declared effective by the SEC under the Securities Act, and there being no pending or threatened stop order proceedings under the Securities Act with respect to the TCA LLC Registration Statement), in the following order:

(a) First , TCA LLC will cause

(1) TCA and each of TA Operating and (unless otherwise determined by HPT) TA Franchise to convert from corporations to Delaware limited liability companies; and

(2) TCA to change its name to “TravelCenters of America Holding Company LLC”;

(b) Second ,

(1) TCA LLC will cause (i) TA Operating to distribute all the shares of capital stock of TA Licensing to TCA, and (ii) TCA to distribute all the shares of capital stock of TA Licensing to TCA LLC;

(2) TCA LLC will distribute all the shares of capital stock of TA Licensing to HPT Trust Landlord; and

(3) TA Licensing will merge with and into HPT Trust Landlord, which will be the survivor;

(1) TCA LLC will cause (i) TA Operating to distribute all its Landlord Properties to TCA, and (ii) TCA to distribute all of its Landlord Properties (giving effect to TA Operating’s distribution of its Landlord Properties to TCA) to TCA LLC;

(2) TCA LLC will distribute all of its Landlord Properties (giving effect to TCA’s distribution of all Landlord Properties to TCA LLC) to HPT Trust Landlord, and HPT Trust Landlord will contribute the Landlord Properties with respect to travel centers located in the States of Georgia, Idaho, Illinois, Indiana, Iowa and New Hampshire to HPT LLC Landlord;

(3) TCA LLC will, and will cause each of TCA and TA Operating to, execute and deliver, and to effect the recordation of, all confirmatory deeds, assignments, instruments and other documents of conveyance or assignment that are necessary or desirable, in the opinion of HPT, in order to evidence the foregoing distributions and contributions and vest record fee or leasehold title or other rights to the Landlord Properties in the appropriate HPT Landlord;

(4) HPT Landlord will, and TCA LLC will cause TCA Tenant to, enter into a lease agreement in mutually acceptable form (the “ TCA Properties Lease ”), pursuant to which HPT Landlord will lease and license the Landlord Properties to TCA Tenant;

(5) TCA LLC will cause TCA Tenant to enter into a sublease agreement with TA Operating (the “ TCA Properties Sublease ”), pursuant to which TCA Tenant will sublease and sublicense the Landlord Properties to TA Operating;

(6) TCA LLC will cause TA Operating to sub-sublicense the applicable Trademarks to TCA and TA Franchise, as sub-sublicensees;

(7) TCA LLC will cause TCA, TA Franchise and TA Operating to terminate any trademark license agreement entered into by such parties prior to the TCA Closing Date with TA Licensing as licensor, and HPT Trust Landlord (as successor by merger to TA Licensing) will agree to such termination; and

(8) TCA LLC will execute and deliver, and cause each other TCA Guarantor to execute and deliver, a guaranty in favor of HPT Landlord of the obligations of TCA Tenant under the TCA Properties Lease;

(d) Fourth , HPT will contribute the Cash Contribution Amount (as estimated by HPT in accordance with Section 2.4 ) to HPT Trust Landlord, and HPT Trust Landlord will contribute the Cash Contribution Amount to TCA LLC;

(e) Fifth , TCA LLC and RMR will enter into a Management and Shared Services Agreement in mutually acceptable form (the “ Services Agreement ”), pursuant to which RMR will provide the management services to TCA LLC described, and upon the terms set forth, therein;

(f) Sixth , HPT Trust Landlord will distribute all outstanding TCA LLC Shares to HPT;

(g) Seventh , HPT will cause the operating agreement of TCA LLC to be amended and restated in a form acceptable to it;

(h) Eighth , TCA LLC will issue to HPT such additional number of TCA LLC Shares such that after such issuance the aggregate number of TCA LLC Shares held by HPT will be equal to the number of HPT Common Shares outstanding on the Record Date multiplied by the Distribution Ratio; and

(i) Ninth , HPT will deliver all of the TCA LLC Shares owned by it to the Agent with instructions to distribute to each holder of record of HPT Common Shares on the Record Date one TCA LLC Share for every 10 HPT Common Shares (the “ Distribution Ratio ”) owned of record by such holder on the Record Date (the “ Distribution ”). HPT will cause the Agent to deliver an account statement to each holder of TCA LLC Shares reflecting such holder’s ownership interest in the TCA LLC Shares (registered in book-entry form through the

direct registration system). In addition, HPT will authorize the Agent to perform such withholding in respect of the Distribution as may be required by Taxing Authorities.

2.4 Capitalization of TCA LLC .

HPT and TCA LLC intend that on the TCA Closing Date (after giving effect to the TCA Closing and all transfers and other actions that this Agreement contemplates occurring prior to the Distribution), TCA LLC will have Net Working Capital of $200,000,000. To effect this, HPT agrees, pursuant to Section 2.3(d) , to cause the Cash Contribution Amount to be contributed to TCA LLC. HPT will estimate Net Working Capital as of the close of business on the day immediately preceding the TCA Closing Date. As soon as practicable, but in any event within 60 days after the TCA Closing Date, TCA LLC will furnish HPT with TCA LLC’s consolidated balance sheet and its calculation of Net Working Capital in each case as of TCA Closing Date (after giving effect to the TCA Closing and all transfers and other actions that this Agreement contemplates occurring prior to the Distribution) (“ Closing Balance Sheet ” and “ Closing Net Working Capital ,” respectively). If within 30 days following delivery of the Closing Balance Sheet and the Closing Net Working Capital calculation HPT has not given TCA LLC written notice of its objection as to the Closing Net Working Capital calculation (which notice shall state the basis of HPT’s objection), then the Closing Net Working Capital calculated by TCA LLC shall be binding and conclusive on the parties and be used in computing the payments described below. If HPT duly gives TCA LLC such notice of objection, and if HPT and TCA LLC fail to resolve the issues outstanding with respect to the Closing Balance Sheet and the calculation of the Closing Net Working Capital within 30 days of TCA LLC’s receipt of HPT’s objection notice, HPT and TCA LLC will submit the issues remaining in dispute to binding arbitration in accordance with Section 6.1 . If Closing Net Working Capital is greater than $200,000,000, an amount equal to Closing Net Working Capital less $200,000,000 will be paid by wire transfer by TCA LLC to an account specified by HPT. If Closing Net Working Capital is less than $200,000,000, an amount equal to $200,000,000 less Closing Net Working Capital will be paid by wire transfer by HPT to an account specified by TCA LLC. Such payment will be made within 3 Business Days after the calculation of the Closing Net Working Capital becomes binding and conclusive on the parties.

SECTION 3
POST-DISTRIBUTION RIGHTS, OPTIONS AND COVENANTS

3.1 Right of First Refusal re: Certain Real Estate Investments .

(a) Except as otherwise contemplated herein, at no time during the term of any lease by HPT or any HPT Subsidiary, as landlord, to TCA LLC or any TCA LLC Subsidiary, as tenant, may TCA LLC, any TCA LLC Subsidiary or any affiliate controlled by any of them, directly or indirectly, acquire or finance (including through a sale and leaseback transaction), or participate in the acquisition or financing of, any real estate property anywhere in the world (collectively, the “ Relevant Properties ”) of a type then owned or financed by HPT, HRPT Properties Trust, a Maryland real estate investment trust (“ HRPT ”), Senior Housing Properties Trust, a Maryland real estate investment trust (“ SNH ”), Five Star Quality Care, Inc., a Maryland corporation (“ FVE ”), or any other publicly-traded Entity that is managed or advised by

RMR or to which RMR provides services (a “ Benefited Party ”), without first having (i) provided written notice of such proposed transaction to the relevant Benefited Party, describing the Proposed Transaction in sufficient detail (including pricing and all other material terms) and offering the relevant Benefited Party the right to acquire or finance the acquisition of the Relevant Property and (ii) negotiated in good faith with the relevant Benefited Party. If, after ten Business Days, TCA LLC and the relevant Benefited Party have not reached agreement on the terms of such acquisition or financing, TCA LLC (or such TCA LLC Subsidiary) will be free to acquire or finance such Relevant Property itself or with others, free of the restrictions of this Section 3.1 .

(b) TCA LLC agrees that irreparable damage would occur if its obligations under this Section 3.1 were not performed in accordance with their terms and that the Benefited Parties’ remedy at law for TCA LLC’s breach of its obligations under this Section 3.1 would be inadequate. Upon any such breach, the relevant Benefited Party shall be entitled (in addition to any other rights or remedies it may have at law) to seek an injunction enjoining and restraining TCA LLC and/or such TCA LLC Subsidiary from continuing such breach. TCA LLC agrees that the period of restriction and the geographical area of restriction imposed upon TCA LLC are fair and reasonable. If the provisions of this Section 3.1 relating to the period or the area of restriction are determined to exceed the maximum period or areas which a court having jurisdiction over the matter would deem enforceable, such period or area shall, for purposes of this Agreement, be deemed to be the maximum period or area which such court determines valid and enforceable.

(c) In the event RMR enters into an advisory arrangement or agreement with any publicly traded Entity other than HPT, HRPT, SNH and FVE, RMR will provide TCA LLC with notice thereof. The notice will specify in reasonable detail the identity of the Entity, the types of properties owned or financed by such additional Entity, and such Entity shall be deemed and become a “Benefited Party” for all purposes of this Agreement.

3.2 Right of First Refusal re: Travel Center Facilities .

(a) At no time during the term of any lease by HPT or any HPT Subsidiary, as landlord, to TCA LLC or any TCA LLC Subsidiary, as tenant, may TCA LLC or any TCA LLC Subsidiary, directly or indirectly, purchase, lease, mortgage or otherwise finance (including through a sale and leaseback transaction), or participate in the purchase, lease, mortgage or financing of, any Travel Center Facility, or any property intended to be used as a Travel Center Facility, in the United States or Canada, without first having (i) provided written notice of such proposed transaction to HPT, describing such proposed transaction in sufficient detail (including pricing and all other material terms) and offering HPT the right to purchase, lease, mortgage or finance such Travel Center Facility or property and (ii) negotiated in good faith with HPT. If, after ten Business Days, TCA LLC and HPT have not reached agreement on the terms of such purchase, lease, mortgage or financing, TCA LLC (or such TCA LLC Subsidiary) will be free to purchase, lease, mortgage or finance such Travel Center Facility or property itself or with others, free of the restrictions of this Section 3.2 .

(b) TCA LLC agrees that irreparable damage would occur if its obligations under this Section 3.2 were not performed in accordance with their terms and that HPT’s remedy at law for TCA LLC’s breach of its obligations under this Section 3.2 would be inadequate. Upon any such breach, HPT shall be entitled (in addition to any other rights or remedies it may have at law) to seek an injunction enjoining and restraining TCA LLC and/or such TCA LLC Subsidiary from continuing such breach. TCA LLC agrees that the period of restriction and the geographical area of restriction imposed upon TCA LLC are fair and reasonable. If the provisions of this Section 3.2 relating to the period or the area of restriction are determined to exceed the maximum period or areas which a court having jurisdiction over the matter would deem enforceable, such period or area shall, for purposes of this Agreement, be deemed to be the maximum period or area which such court determines valid and enforceable.

3.3 Options re: Travel Center Business Assets .

HPT or its designee will have the right by written notice to TCA LLC, effective upon the expiration or sooner termination of the TCA Properties Lease (the “ Lease Termination Date ”), to require TCA LLC and each TCA LLC Subsidiary to grant a perpetual license to HPT or such designee of all software used in the operation of the Landlord Properties by TCA LLC or any TCA LLC Subsidiary on the Lease Termination Date for an amount equal to the then fair market value thereof (i.e., the current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal). TCA LLC will cause each TCA LLC Subsidiary to enter into any license and sublicenses necessary to effectuate the foregoing.

3.4 Assembled Workforce .

The parties agree that at the Lease Termination Date, HPT and its Subsidiaries will have the right to offer employment to any and all employees of TCA LLC and the TCA LLC Subsidiaries at the Landlord Properties, and TCA LLC will not, and will cause each TCA LLC Subsidiary not to, interfere with the exercise of such right, and TCA LLC will, and will cause each TCA LLC Subsidiary to, cooperate with HPT and its Subsidiaries.

3.5 Cooperation, Exchange of Information, Retention of Records, and Costs of Reporting .

(a) Upon reasonable request prior to and after the TCA Closing Date, HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC Group) will promptly provide, and will cause their respective Affiliated Persons to provide, the requesting party with such cooperation and assistance, documents and other information, without charge, as may be necessary or reasonably helpful in connection with (i) the consummation of the transactions contemplated by this Agreement and the preservation for each such party and for the TCA LLC Subsidiaries, to the extent reasonably feasible, of the benefits of this Agreement (including, in the case of TCA LLC and the TCA LLC Subsidiaries, the economic and operational benefits of the TCA Assets), (ii) each such party’s preparation and filing of any original or amended Tax Return or of any financial or other report required to be filed under the Exchange Act or other applicable law, (iii) the conduct of any audit, appeal, protest or other examination or any judicial or administrative proceeding involving to any extent Taxes or Tax Returns within the scope of this Agreement, and (iv) the verification of an amount payable hereunder to, or receivable

hereunder from, any other party. Each such party will make its officers and facilities available on a mutually convenient basis to facilitate such cooperation.

(b) HPT and TCA LLC will retain or cause to be retained all books, records and other documents within its possession or control relating to any Contracts or otherwise to the TCA LLC Subsidiaries or their properties, assets or liabilities, and all Tax Returns, and all books, records, schedules, workpapers, and other documents relating thereto, which Tax Returns and other materials are within the scope of this Agreement, until the expiration of the later of (i) all applicable statutes of limitations (including any waivers or extensions thereof), and (ii) any retention period required by applicable law or pursuant to any record retention agreement.

(c) HPT agrees to bear the fees and expenses payable to any independent public accountants incurred prior to the TCA Closing Date in connection with their audit or review of the financial statements of the TCA LLC Group for any fiscal period ending prior to the TCA Closing Date.

3.6 Restrictions on Ownership .

After the Distribution, and for so long thereafter as TCA LLC or any TCA LLC Subsidiary is a tenant of HPT or one of HPT’s Subsidiaries, (a) TCA LLC will not permit the occurrence of any Change in Control, and (b) TCA LLC will not take any action that, in the reasonable judgment of HPT, might reasonably be expected to have an adverse impact on the ability of HPT to qualify as a “real estate investment trust” under Sections 856 through 860 of the Code.

3.7 Termination of Exchange Fund; Director’s and Officer’s Indemnification .

The parties hereby confirm that:

(a) pursuant to Section 3.04(d) of the TCA Merger Agreement, (i) TCA will remain entitled to receive that portion of the Exchange Fund (as defined in the TCA Merger Agreement) that remains undistributed to the holders of stock certificates of TCA upon the expiration of two years following the TCA Closing, and (ii) thereafter, TCA will be solely responsible for the payment of any claim for merger consideration and compliance with any applicable “escheat” or similar laws applicable to such undistributed merger consideration in connection with the TCA Merger; and

(b) TCA will remain solely obligated under the indemnities provided by it under Section 6.07 of the TCA Merger Agreement.

3.8 Cost to Remediate Pre-Existing Environmental Condition .

HPT agrees to pay all costs necessary to effect the remediation (to the extent required by Environmental Laws) of any Pre-Existing Environmental Condition (or reimburse TCA LLC and its Subsidiaries for any costs incurred by them to so remediate any Pre-Existing Environmental Condition) in excess of $12,000,000, net of reimbursement available to TCA LLC from any other Person (other than HPT and its Affiliated Persons) or insurers, and TCA LLC agrees to

exhaust all recourse against any such other Persons or insurers prior to requiring payment by HPT.

SECTION 4
INDEMNIFICATION

4.1 Indemnification by HPT .

From and after the TCA Closing Date, subject to any limitations on liability contained in the TCA Properties Lease, HPT will indemnify and hold harmless TCA LLC, its Subsidiaries, each of their respective directors, trustees, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ TCA LLC Indemnified Parties ”) from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including liabilities for all reasonable attorneys’, accountants’, and experts’ fees and expenses, including those incurred to enforce the terms of this Agreement (collectively, “ Covered Liabilities ”), suffered, directly or indirectly, by any TCA LLC Indemnified Party by reason of, or arising out of,

(a) any breach of any covenant or agreement of HPT or HPT Landlord contained in this Agreement; or

(b) any Liability of HPT or its Subsidiaries (other than any TCA Liabilities).

4.2 Indemnification by TCA LLC .

From and after the TCA Closing Date, TCA LLC will indemnify and hold harmless HPT, its Subsidiaries (other than the TCA LLC and its Subsidiaries), each of their respective directors, trustees, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ HPT Indemnified Parties ”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any HPT Indemnified Party by reason of, or arising out of:

(1) any breach of any covenant or agreement of TCA LLC under this Agreement; or

(2) any TCA Liability.

4.3 Indemnification Procedures .

(a) If any indemnified party receives notice of the assertion of any Third-Party Claim with respect to which an indemnifying party is obligated under this Agreement to provide indemnification, such indemnified party shall give such indemnifying party written notice thereof (together with a copy of such Third-Party Claim, process or other legal pleading) promptly after becoming aware of such Third-Party Claim; provided , however , that the failure of any indemnified party to give notice as provided in this Section 4.3 shall not relieve any indemnifying party of its obligations under this Section 4 , except to the extent that

such indemnifying party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail.

(b) An indemnifying party, at such indemnifying party’s own expense and through counsel chosen by such indemnifying party (which counsel shall be reasonably acceptable to the indemnified party), may elect to defend any Third-Party Claim. If an indemnifying party elects to defend a Third-Party Claim, then, within ten (10) Business Days after receiving notice of such Third-Party Claim (or sooner, if the nature of such Third-Party claim so requires), such indemnifying party shall notify the indemnified party of its intent to do so, and such indemnified party shall cooperate in the defense of such Third-Party Claim (and pending such notice and assumption of defense, an indemnified party may take such steps to defend against such Third-Party Claim as, in such indemnified party’s good-faith judgment, are appropriate to protect its interests). The indemnifying party shall pay such indemnified party’s reasonable out-of-pocket expenses incurred in connection with such cooperation. After notice from an indemnifying party to an indemnified party of its election to assume the defense of a Third-Party Claim, such indemnifying party (i) shall not be liable to such indemnified party under this Section 4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than those expenses referred to in the preceding sentence, and (ii) shall keep the indemnified party reasonably informed of the status of the defense of such Third-Party Claim; provided , however , that such indemnified party shall have the right to employ one law firm as counsel, together with a separate local law firm in each applicable jurisdiction (“ Separate Counsel ”), to represent such indemnified party in any action or group of related actions (which firm or firms shall be reasonably acceptable to the indemnifying party) if, in such indemnified party’s reasonable judgment at any time, either a conflict of interest between such indemnified party and such indemnifying party exists in respect of such claim, or there may be defenses available to such indemnified party which are different from or in addition to those available to such indemnifying party and the representation of both parties by the same counsel would be inappropriate, and in that event (i) the reasonable fees and expenses of such Separate Counsel shall be paid by such indemnifying party (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one Separate Counsel (excluding local counsel) with respect to any Third-Party Claim (even if against multiple indemnified parties), and (ii) each of such indemnifying party and such indemnified party shall have the right to conduct its own defense in respect of such claim. If an indemnifying party elects not to defend against a Third-Party Claim, or fails to notify an indemnified party of its election as provided in this Section 4.3 within the period of ten (10) (or, if applicable, fewer) Business Days described above, the indemnified party may defend, compromise, and settle such Third-Party Claim and shall be entitled to indemnification hereunder (to the extent permitted hereunder); provided , however , that no such indemnified party may compromise or settle any such Third-Party claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the indemnifying party shall not, without the prior written consent of the indemnified party, (i) settle or compromise any Third-Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release from all liability in respect of such Third-Party Claim, or (ii) settle or compromise any Third-Party Claim in any

manner that would reasonably be expected to have a material adverse effect on the indemnified party.

4.4 Certain Limitations, Etc.

The amount of any Covered Liabilities for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the indemnified party from third parties (including amounts actually recovered under insurance policies) with respect to such Covered Liabilities. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party upon payment in full of the amount of the relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any indemnified party recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (i) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (ii) the full amount of such Covered Liabilities.

4.5 Survival .

Notwithstanding anything herein to the contrary, the indemnities and related acknowledgments and agreements of the parties set forth in this Section 4 will survive the Distribution and the TCA Closing Date, and shall be enforceable at any time.

4.6 Priority of Section 5 .

As to the Tax matters addressed in Section 5 , including the indemnification for Taxes and the notice, control and conduct of Tax Contests, the provisions of Section 5 shall be the exclusive governing provisions.

SECTION 5

TAX MATTERS

5.1 General Responsibility for Taxes .

(a) All federal Income Taxes of the HPT Group shall be borne by, shall be the responsibility of, and shall be paid by the HPT Group, and all federal Income Taxes of the TCA LLC Group shall be borne by, shall be the responsibility of, and shall be paid by the TCA LLC Group. For purposes of federal Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and reported, as between the HPT Group and the TCA LLC Group, in a manner consistent with: (i) applicable Tax laws, including without limitation (A) the federal consolidated Income Tax Return whose common parent has employer identification number 36-3856519 including all the income, expenses and operations of such

parent and its subsidiaries through the close of business on the TCA Closing Date in accordance with Sections 1.1502-1(b) and 1.1502-76(b)(1)(ii)(A)(1) of the Treasury Regulations, (B) the federal Income Tax Return Form 1120-REIT of HPT including the gains (if any) that result from the application of Section 311 of the Code to the Distribution, and (C) the federal consolidated Income Tax Return whose common parent has employer identification number 20-5701514 including all the income, expenses and operations of such parent and its subsidiaries from and after the end of the taxable period covered by Section 5.1(a)(i)(A); (ii) the continued qualification of HPT as a real estate investment trust under the Code; and (iii) commercially reasonable prorations of items between lessors and lessees of real estate.

(b) For any state or local Income Tax that follows Code Section 856(i) or Section 301.7701-2(c)(2)(i) of the Treasury Regulations, (i) such state and local Income Taxes of the HPT Group shall be borne by, shall be the responsibility of, and shall be paid by the HPT Group, and (ii) such state and local Income Taxes of the TCA LLC Group shall be borne by, shall be the responsibility of, and shall be paid by the TCA LLC Group. For purposes of such state and local Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and reported, as between the HPT Group and the TCA LLC Group, in the same manner as Section 5.1(a) .

(c) All Taxes not covered by Sections 5.1(a)-(b) and 5.2 , including applicable Other Taxes, shall be allocated between the HPT Group and the TCA LLC Group on the basis of actual transactions, events or activities (including, if applicable, days elapsed) that give rise to or create liability for such Taxes, and based on the taxable periods to which such Taxes relate, except that any real estate transfer, sales or similar Taxes applied in respect of the transfers of Landlord Properties pursuant to Section 2.3(c)(1)-(3) shall be borne by the HPT Group regardless of whom such Taxes shall have been imposed upon in the first instance.

(d) HPT shall hold TCA LLC harmless from and against all Taxes which are to be borne by the HPT Group under this Section 5.1 . TCA LLC shall hold HPT harmless from and against all Taxes which are to be borne by the TCA LLC Group under this Section 5.1 .

5.2 Allocation of Certain Taxes Among Taxable Periods .

HPT and TCA LLC agree that if it or any member of the HPT Group or TCA LLC Group, respectively, is permitted but not required under any applicable Tax law, including applicable state and local Income Tax laws, to allocate Tax liabilities in the manner consistent with how federal Tax liabilities are allocated pursuant to Section 5.1(a) , then HPT and TCA LLC shall cooperate on behalf of the HPT Group and TCA LLC Group, respectively, so as to achieve such allocation of Taxes through available elections or otherwise.

5.3 Filing and Payment Responsibility .

(a) From and after the TCA Closing Date, each of HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC Group) shall cause to be prepared and filed such Tax Returns as the HPT Group and the TCA LLC Group, respectively, are required to file with applicable Taxing Authorities. Each of HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC Group) agree that, except as required by applicable law, they will not

take positions in any such Tax Return that are inconsistent with (i) the description of federal Income Tax consequences in the TCA LLC Registration Statement, (ii) the Distribution being treated, on account of TCA LLC and its (directly or indirectly) wholly owned limited liability company subsidiaries being disregarded entities under Section 301.7701-2(c)(2)(i) of the Treasury Regulations, as the distribution by HPT of TCA LLC’s and its Subsidiaries’ underlying assets and liabilities pursuant to the principles of Internal Revenue Service Revenue Rulings 99-5 and 99-6, (iii) any election (protective or otherwise) that HPT may choose to make under Section 336(e) of the Code, or any similar Tax election under any state or local Income Tax laws, with respect to the Distribution (it being understood that TCA LLC and its Subsidiaries shall join in any such Tax election at the request of HPT), (iv) the payments from HPT to TCA LLC under Sections 2.3(d) and 2.4 representing a nontaxable capital contribution from HPT to TCA LLC, and the payments from TCA LLC (or its Subsidiaries) to HPT under Sections 2.4 or 3.8 , if any, representing a nontaxable return of excess capital contributions, and (v) any other Tax Return, whether filed on behalf of the HPT Group or the TCA LLC Group, previously or substantially contemporaneously filed with such Tax Return. In particular, to the extent such valuations are necessary for Tax purposes, HPT and TCA LLC will use all commercially reasonable efforts to cooperate with one another in valuing the individual assets comprising the TCA Assets at the time of the Distribution, and to the maximum extent permitted by applicable law shall utilize for all Code purposes the valuations resulting from application of Section 1.8563(a) of the Treasury Regulations.

(b) To the extent that either of the HPT Group or the TCA LLC Group bears responsibility pursuant to Section 5.1 for some or all of a Tax which is to be paid with a Tax Return for which the other bears preparation and filing responsibility pursuant to Section 5.3 , then (i) the party bearing responsibility for some or all of such Tax shall have the right to review and comment upon such Tax Return at least fifteen (15) days before such Tax Return must be filed, (ii) the party bearing responsibility for some or all of such Tax shall pay over by wire transfer the amount of such Tax for which it is responsible to the party filing such Tax Return at least three (3) days before such Tax Return must be filed, and (iii) the party responsible for preparing and filing such Tax Return will file such Tax Return on or before its due date and pay over to the applicable Taxing Authority the amount of Tax due with such Tax Return.

(c) At the request of HPT, TCA LLC Group’s TravelCentres Canada, Inc. (employer identification number 98-0329055) shall join with HPT in a “taxable REIT subsidiary” election under Section 856(1) of the Code on Internal Revenue Service Form 8875, which election is to be effective as of the TCA Closing Date.

5.4 Refunds and Credits .

Any refunds or credits of Taxes shall be for the account of the party bearing responsibility for such Taxes under Section 5.1 . Each of HPT and TCA LLC agrees that if as the result of any audit adjustment made by any Taxing Authority with respect to a Tax to be borne by the other party under Section 5.1 , any member of the HPT Group or the TCA LLC Group, respectively, receives a Tax benefit in the form of a cash refund or in the form of a credit applicable against Tax liabilities to be borne by such benefited party under this Section 5 , then the benefited party shall notify the other party of the same within ten (10) days of, as applicable,

receiving the cash refund or filing the Tax Return in which such credit is utilized, and then pay over immediately to such other party the amount of such Tax refund or credit.

5.5 Tax Contests .

If either HPT (on behalf of the HPT Group) or TCA LLC (on behalf of the TCA LLC Group) becomes aware of any audit, pending or threatened assessment, official inquiry, examination or proceeding (“ Tax Contests ”) that could result in an official determination with respect to Taxes due or payable, the responsibility for any portion of which rests with the other party, such party shall promptly so notify the other party in writing. The party bearing greater responsibility for the Taxes contested in a Tax Contest shall bear the costs (including attorneys’ and accountants’ fees, but excluding the contested Taxes) of such Tax Contest, and shall control and conduct such Tax Contest in a reasonable manner after consulting in good faith with the other party. The other party shall supply the party controlling the Tax Contest with such powers of attorney and assistance as may be reasonably requested. The responsibility for any additional liability for Taxes resulting from a Tax Contest shall be allocated and apportioned between the HPT Group and the TCA LLC Group in accordance with Section 5.1 . Except to the extent in conflict with the provisions of this Section 5 , the provisions of Section 4.3 shall be applicable to Tax Contests.

5.6 Resolution of Disputes .

At the request of either HPT or TCA LLC, any disputes between HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC Group) with respect to matters governed by this Section 5 shall be resolved through an arbitration by a firm of independent certified public accountants, mutually agreed upon by HPT and TCA LLC and having no material relationship with either HPT or TCA LLC, whose determination shall be final and binding on both parties. The cost of such firm shall be borne equally by HPT and TCA LLC.

SECTION 6

MISCELLANEOUS

6.1 Arbitration .

Any and all disputes and disagreements arising out of or relating to this Agreement, other than actions or claims for injunctive relief or claims raised in actions or proceedings brought by third parties and other than disputes under Section 5 as to which either party elects to apply the provisions of Section 5.6 , shall be resolved through negotiations or, if the dispute is not so resolved, through binding arbitration conducted in Boston, Massachusetts under the JAMS Comprehensive Arbitration Rules and Procedures (as revised February 19, 2005), with the following amendments to those rules. First, in no event shall the arbitration from commencement to issuance of an award take longer than 180 days. Second, the arbitration tribunal shall consist of three arbitrators and the optional appeal procedure provided for in Rule 34 shall not be utilized. Third, in lieu of the one deposition permitted in Rule 17(c) as of right and the optional further depositions that may be allowed, the only deposition per side shall be a single individual or Entity deposition to last no longer than one seven-hour day that each party may take of the opposing party or an individual under the control of the opposing party.

6.2 Confidentiality .

Each party hereto shall use commercially reasonable efforts to maintain the confidentiality of any information concerning the other party or any Subsidiary of the other party provided to or discovered by it or its representatives and which is not otherwise available on a nonconfidential basis to such party and shall not (except as may otherwise be required by applicable law or the rules and regulations of the New York Stock Exchange or the American Stock Exchange) disclose such information, subject to the provisions of this Section, to anyone other than those people who have a need to know such information in connection with the conduct of such party’s business, including its attorneys, accountants and other representatives and agents or during the course of or in connection with any Action based upon or in connection with the subject matter of this Agreement.

6.3 Notices .

(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, or by telecopy or by Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, and with all freight charges prepaid (if by Federal Express or similar carrier).

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

If to TCA LLC, to:

TravelCenters of America LLC

24601 Center Ridge Road

Westlake, OH 44145

Attn: Mr. John R. Hoadley

Telecopy no: (617) 796-8349

If to HPT or HPT Landlord, to:

Hospitality Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: President

Telecopy no: (617) 969-5730

If to RMR, to:

Reit Management & Research LLC

400 Centre Street

Newton, Massachusetts 02458

Attn: President

Telecopy no: (617) 969-1437

If to any Benefited Party, to it care of RMR, at:

Reit Management & Research LLC

400 Centre Street

Newton, Massachusetts 02458

Attn: President

Telecopy no: (617) 969-1437.

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address up to two other addresses within the United States of America.

6.4 Waivers, Etc .

No provision of this Agreement may be waived except by a written instrument signed by the party waiving compliance. No waiver by any party hereto of any of the requirements hereof or of any of such party’s rights hereunder shall release the other parties from full performance of their remaining obligations stated herein. No failure to exercise or delay in exercising on the part of any party hereto any right, power or privilege of such party shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege by such party. This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

6.5 Assignment; Successors and Assigns; Third Party Beneficiaries .

This Agreement and all rights and obligations hereunder shall not be assignable by any party without the written consent of the other parties, except to a successor to such party by merger or consolidation or an assignee of substantially all of the assets of such party. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other Person, except that each Benefited Party is a third party beneficiary of Section 3.1 .

6.6 Severability .

If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

6.7 Counterparts, Etc .

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the parties hereto and, with respect to Section 3.1 , the consent of each Benefited Party affected thereby.

6.8 Governing Law .

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.

6.9 Expenses .

HPT agrees to pay and to hold each other party to this Agreement (and its Subsidiaries) harmless from and against (a) all costs, expenses and fees (including in each case the reasonable fees and disbursements of counsel), incident to (i) the drafting, preparation, execution and delivery of this Agreement and all other agreements, instruments and other documents entered into by such other party or any Subsidiary thereof in connection herewith or in connection with the Distribution or the TCA Closing or consummation of the other transactions contemplated hereby, (ii) the preparation, printing, filing and distribution under the Securities Act of the TCA LLC Registration Statement (including financial statements and exhibits), each preliminary prospectus and prospectus in connection therewith and all amendments and supplements to any of them, (iii) the registration or qualification of the TCA LLC Shares for offer and sale under the securities and Blue Sky laws of the several states in connection with the Distribution, (iv) the initial listing of the TCA LLC Shares on the Exchange and (v) furnishing such copies of the TCA LLC Registration Statement, the final prospectus contained therein and all amendments and supplements thereto as may be requested for use by transferors thereof who are required to

deliver a prospectus in connection with the Distribution, (b) the fees and expenses of the Agent in connection with the Distribution, and (c) all real property transfer Taxes, including Taxes levied upon the transfer of equity in an Entity owning real estate assets, and all excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer, gains and similar Taxes, levies, charges and fees, including any associated deficiencies, interest, penalties, additions to Tax or additional amounts, excluding any Income Taxes incurred in connection with the transactions contemplated by this Agreement to occur on or prior to the TCA Closing Date. Each party hereto will use all commercially reasonable efforts to minimize the amount of transfer Taxes, and will cooperate with one another in providing any appropriate exemption certifications or other similar documentation.

6.10 Section and Other Headings; Interpretation .

The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references are to this Agreement, unless otherwise specified. The words “including” and “include” shall be deemed to be followed by the words “without limitation.”

6.11 Exculpation .

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

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

ASSETS OF HPT TRUST LANDLORD FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

[ THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK ].

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

	HOSPITALITY PROPERTIES TRUST


	By:	/s/ John G. Murray
	Name:	John G. Murray
	Title:	President


	HPT TA PROPERTIES TRUST


	By:	/s/ John G. Murray
	Name:	John G. Murray
	Title:	President


	HPT TA PROPERTIES LLC


	By:	/s/ John G. Murray
	Name:	John G. Murray
	Title:	President


	TRAVELCENTERS OF AMERICA LLC


	By:	/s/ Mark Kleifges
	Name:	Mark Kleifges
	Title:	Treasurer


	REIT MANAGEMENT & RESEARCH LLC


	By:	/s/ Jennifer B. Clark
	Name:	Jennifer B. Clark
	Title:	Vice President

Signature Page – Transaction Agreement

SCHEDULE A

Travel Centers Subject to Lease

TCA Site No.	Mailing Address	Physical Location	County	State

16	3501 Buttermilk Road Cottondale, AL 35453 (Tuscaloosa)	I-20/I-59 Buttermilk Road, Exit 77	Tuscaloosa	Alabama

54	P.O. Box 419 Grand Bay, AL 36541 (Mobile)	I-10 & Grand Bay Exit CR 11 Mile Marker #4	Mobile	Alabama

111	980 West South Blvd, Montgomery, AL 36105	I-65, US 80 & 82 at West South Blvd, Exit 168	Montgomery	Alabama

7	2949 S. Toltec Road Eloy, AZ 85231	I-8/I-10 Toltec Road Exit	Pinal	Arizona

94	946 West Beale Street Kingman, AZ 86401	1-40 & US 93, Mile Marker #48	Mohave	Arizona

225	1010 North 339th Avenue Tonopah, AZ 85354	1010 North 339 Avenue Tonopah, AZ 85354	Maricopa	Arizona

226	1501 N. Fort Grant Road Willcox, AZ 85643	I-10, exit 340	Cochise	Arizona

33	408 Highway 149 North Rural Route #1 Earle, AR 72331 (West Memphis)	1-40 & SR 149, exit 260	St. Francis	Arkansas

224	1806 Highway 371 W Prescott, AR 71857	I 30, exit 44	Nevada	Arkansas

227	2930 Lenwood Rd. Barstow, CA 92311	1-15, exit 69	San Bernardino	California

160	27769 Lagoon Drive P.O. Box 1555 Buttonwillow, CA 93206	I-5 & State Route 58	Kern	California

41	46155 Dillon Road Coachella, CA 92236	I-10, Dillon Road Exit	Riverside	California

40	3524 S. Highway 99 W. Corning, CA 96021	I-5, South Avenue Exit	Tehama	California

B0600836

TCA Site No.	Mailing Address	Physical Location	County	State

26	4365 Guasti Road Ontario, CA 91761	1-10 & Milliken Avenue	San Bernardino	California

162	4265 East Guasti Road Ontario, CA 91761	1-10 & Milliken Avenue	San Bernardino	California

57	19483 Knighton Rd. P.O. Box 491809 Redding, CA 96002	1-5 & Knighton Road Interchange, 5 miles South of Redding	Shasta	California

163	12310 S. Highway 33 Santa Nella, CA 95322	1-5 & S. Highway 33	Merced	California

148	5101 Quebec Street Commerce City, CO 80022 (Denver East)	1-70/270 Exit 278	Adams	Colorado

228	2200 Ninth Street P.O. Box 1298 Limon CO 80828	I-70, exit 359	Lincoln	Colorado

174	12151 W. 44th Avenue Wheat Ridge, CO 80033 (Denver West)	1-70 & Ward Road, Mile Marker #266	Jefferson	Colorado

171	3 East Industrial Road Branford, CT 06405 (New Haven)	CT Exit 56 on 1-95, Leetes Island Road, Mile Marker #56	New Haven	Connecticut

154	1875 Meriden/Waterbury Rd. P.O. Box 527 Milldale, CT 06467	I-84, Exit 28	Hartford	Connecticut

22	327 Ruby Road Willington, CT 06279	I-84, exit 71	Tolland	Connecticut

125	P.O. Box 638 Baldwin, FL 32234	I-10 & US 301, Baldwin-Starke Exit 50, Mile Marker #345	Duval	Florida

126	1650 C.R. 210 West Jacksonville, FL 32259 (Jacksonville South)	I-95 & Rt. 210, exit 96, Mile Marker #329	St. Johns	Florida

TCA Site No.	Mailing Address	Physical Location	County	State

178	2112 Highway 71 South P.O. Box 1585 Marianna, FL 32448	I-10 & SR 71, Exit 21	Jackson	Florida

158	11706 Tampa Gateway Blvd. P.O. Box 1859 Seffner, FL 33584 (Tampa)	I-4, Exit 10	Hillsboro	Florida

197	8909 20th Street Vero Beach, FL 32966	195 & SR 60, exit 147	Indian River	Florida

53	556 St. Rt. 44 P.O. Box 1017 Wildwood, FL 34785	I-75 & Rt. 44, Mile Marker #330	Sumter	Florida

4	2995 US Highway 17 South Brunswick, GA 31525	I-95 at US 17, exit 6	Glynn	Georgia

146	981 Cassville-White Road Cartersville, GA 30121	I-75 and Cassville-White Road, exit 127	Bartow	Georgia

156	30732 Highway 441 South P.O. Box 478 Commerce, GA 30529	I-85 & US 441, exit 53, Mile Marker #150	Banks	Georgia

37	4215 Thurman Road Conley, GA 30288 (Atlanta)	I-285E, exit 39, Highway 160	DeKalb	Georgia

100	P.O. Box 967 Jackson, GA 30529 (Atlanta South)	I-75 & Rt. 36, exit 66, Mile Marker #201	Lamar/Butts	Georgia

128	6901 Bellville Road Lake Park, GA 31636	I-75 & Bellville Road, exit 1, Mile Marker #2	Lowndes	Georgia

45	P.O. Box 592 Madison, GA 30650	I-20 & US 441, exit 51, Mile Marker #115	Morgan	Georgia

TCA Site No.	Mailing Address	Physical Location	County	State

177	4401 Highway 17 Richmond Hill, GA 31324 (Savannah)	I-95 & US 17 South, exit 87	Bryan	Georgia

167	4115 Broadway Boise, ID 83705	I-84, exit 54	Ada	Idaho

92	505 Truckers Lane R.R. # 7 P.O. Box 450 Bloomington, IL 61701	I-55/I-74, I-39 & Rt. 9 East, Left at Light (Market St.), Mile Marker #160-A	McLean	Illinois

35	1702 West Evergreen P.O. Box 1388 Effingham, IL 62401	I-57/I-70, SR 32 & 33, exit 160	Effingham	Illinois

44	19 N. 430 Route 20 Hampshire, IL 60140 (Elgin)	I-90 & US 20, Marengo Exit, Mile Marker #36-1/2	Kane	Illinois

43	4510 Broadway Mt. Vernon, IL 62864	I-57 & I-64, Rt. 15 West, Mile Marker #95	Jefferson	Illinois

30	16650 Russell Rd. P.O. Box 99 Russell, IL 60075 (Chicago North)	Chicago North, I-94 & Russell Road, Illinois/Wisconsin Line	Lake	Illinois

199	819 Edwardsville Road Troy, IL 62294	I-55/70 and SR 162	Madison	Illinois

102	10346 S. State Rd. 39 Clayton, IN 46118	I-70 & Rt. 39, Belleville Monrovia Exit, Mile Marker #59	Hendricks	Indiana

10	2510 Burr Street P.O. Box 409 Gary, IN 46406	I-80 & I-94, Burr Street Exit	Lake	Indiana

219	1201 Ripley Street Lake Station, IN 46405	I-80 & I-94, exit 15B	Lake	Indiana

220	1600 West US Hwy 20 Porter, IN 46304	I-94, exit 22B	Porter	Indiana

TCA Site No.	Mailing Address	Physical Location	County	State

65	2636 E. Tipton Street Seymour, IN 47274	I-65 & S.R. 50, Exit 50	Jackson	Indiana

173	5930 E. State Road 334 Whitestown, IN 46075	I-65 & SR 334, (Whitestown-Zionsville Exit) Mile Marker #13	Boone	Indiana

66	3210 South 7th Street Council Bluffs, IA 51501	Hwy. 192, I-80 & 1-29, Lake Manawa, Exit 3, Mile Marker #3	Pottawattamie	Iowa

93	7777 Burlington Pike Florence, KY 41042	1-75 & St. Rt. 18, Mile Marker #181	Boone	Kentucky

28	145 Richwood Road Walton, KY 41094	Cincinnati South, I-75/Rt 71 & S.R. 338, Exit 175	Boone	Kentucky

161	1701 N. University Avenue Lafayette, LA 70507	1-10 & SR 182 Mile Marker #101	Lafayette	Louisiana

180	1682 Gause Blvd. P.O. Box 807 Slidell, LA 70458	I-10 & US 190, exit 266	St. Tammany Parish	Louisiana

46	224 Highway 65 South P.O. Box 1111 Tallulah, LA 71284	I-20 & US 65, exit 171, Mile Marker #171	Madison	Louisiana

216	5501 O’Donnell St. Cutoff Boltimore, MD 21224	I-95, exit 57	Baltimore	Maryland

19	1400 Elkton Road Elkton, MD 21921	I-95 & SR 279, exit 109B, Mile Marker #109	Cecil	Maryland

151	7401 Assateaque Drive Jessup, MD 20794	1-95, exit 41A	Howard	Maryland

89	200 Baker Road Dexter, MI 48130 (Ann Arbor)	I-94 & Baker Road, Dexter Exit #167, Mile Marker #167	Washtenaw	Michigan

69	1255 N. Dixie Hwy Monroe, MI 48162	I-75 & SR 50, Exit 15	Monroe	Michigan

TCA
Site No.

Mailing Address

Physical Location

County

State

198

6364 Dixie Highway
Saginaw, MI 48722

1-75 & Bridgeport Exit, Mile Marker #144

Saginaw

Michigan

116

6100 Sawyer Road
P.O. Box 488
Sawyer, MI 49125

I-94 & Sawyer Road, exit 12, Mile Marker #12

Berrien

Michigan

190

13400 Rogers Drive
P.O. Box 238
Rogers, MN 55374

I-94 & Hwy. 101, Mile Marker, #207

Hennepin

Minnesota

2150 Russell Mt. Gilead Rd.
Meridian, MS 39301

I-20 & I-59, Mile Marker #160

Lauderdale

Mississippi

102 NW 4 th Street
P.O. Box 787
Concordia, MO 64020

I-70 & Rt. 23, exit 58

Lafayette

Missouri

175

P.O. Box 69
3265 N. Service Road East
Foristell, MO 63348

I-70 CR “W”, exit 203

St. Charles

Missouri

854 State Highway 80
R.R. #1
Box 180
Matthews, MO 63867

I-55 & Rt. 80, exit 58

New Madrid

Missouri

100 North Broadway
Oak Grove, MO 64075

I-70/Rt. H, 25 miles East of , Kansas City, Exit 27 Oak Grove

Jackson

Missouri

193

8033 W. Holling Rd.
P.O. Box 167
Alda, NE 68810
(Grand Island)

I-80, exit 305

Hall

Nebraska

P.O. Box 217
103 Prospectors Drive
Ogallala, NE 69153

I-80 & Rt. 61, exit 126

Keith

Nebraska

108

8050 Dean Martin Drive
Las Vegas, NV 89139

I-15 & Blue Diamond Road, Mile Marker #33

Clark

Nevada

TCA
Site No.

Mailing Address

Physical Location

County

State

181

6000 E. Frontage Road
Mill City, NV 89418

I-80 Exit 151 Heading West, I-80 Exit 149 Heading East

Pershing

Nevada

172

200 North McCarran Blvd.
Sparks, NV 89431

I-80 & McCarran Blvd., exit 19

Washoe

Nevada

211

108 Ocean Drive
Greenland, NH 03840

I-95, exit 3 North / exit 3B South

Rockingham

New Hampshire

975 St. Rt. 173
P.O. Box 427
Bloomsbury, NJ 08804

I-78 & St. Rt. 173, exit 7

Hunterdon

New Jersey

2 Simpson Road
P.O. Box 305
Columbia, NJ 07832

I-80 at Rt. 94, Exit 4

Warren

New Jersey

218

I-295 Exit 18 Berkley Rd.
P.O. Box 400
Paulsboro, NJ 08066

Exit Mt. Royal I-295

Gloucester

New Jersey

2501 University Blvd. NE
Albuquerque, NM 87107

I-40 & I-25 Interchange, Exit 227A, Candelaria Road & Menaul Blvd.

Bernalillo

New Mexico

3404 W. Highway 66
Gallup, NM 87301-6841

I-40 & Hwy 66, exit 16

McKinley

New Mexico

202 N. Motel Blvd.
Las Cruces, NM 88005

I-10 & Amador Exit Hwy 292

Don Ana

New Mexico

229

P.O. Box 2740
1700 U.S. Route 66 West
Moriarty, NM 87035

I-40, exit 194

Torrance

New Mexico

HC 69 - Box 120
Santa Rosa, NM 88435

I-40 & US 66, 54 & 84, exit 277

Guadalupe

New Mexico

207

753 Upper Court St.
P.O. Box 190
Binghamton, NY 13904

I-81, exit 2W

Broome

New York

TCA Site No.	Mailing Address	Physical Location	County	State

194	8420 Alleghany P.O. Box 276 Corfu, NY 14036 (Pembroke)	I-90 & St. Rt. 77, exit 48A	Jenesee	New York

208	9616 Commerce Drive P.O. Box 170 Dansville, NY 14437	I-390, exit 5	Livingston	New York

209	40 Riverside Drive P.O. Box 421 Fultonville, NY 12072	I-90, exit 28	Montgomery	New York

210	125 Neelytown Road Montgomery, NY 12549 (Maybrook)	I-84, exit 5	Orange	New York

221	153 Wiggins Road Candler, NC 28715	I-40, Exit 37	Buncombe	North Carolina

2	1101 NC Highway 61 Whitsett, NC 27377 (Greensboro)	I-85 I-40 & Hwy 61, exit 138	Guilford	North Carolina

701	715 US 250 East P.O. Box 469 Ashland, OH 44805	I-171 & US 250, exit 186	Ashland	Ohio

11	6762 St. Rt. 127 P.O. Box 30 Eaton, OH 45320 (Dayton)	Dayton, I-70 & St. Rt. 127, exit 10	Preble	Ohio

39	10679 Lancaster Rd., SE P.O. Box 520 Hebron, OH 43025	I-70 & SR 37, 26 miles East of Columbus, Mile Marker 126	Licking	Ohio

139	12403 US Rt. 35 NW P.O. Box 98 Jeffersonville, OH 43128	I-71 & US 35, exit 65	Fayette	Ohio

29	5551 St. Rt. 193 P.O. Box 527 Kingsville, OH 44048	I-90 & SR 193, exit 235	Ashtabula	Ohio

TCA Site No.	Mailing Address	Physical Location	County	State

24	940 US Rt. 42, NE P.O. Box 560 London, OH 43140	I-70 & Rt. 42 Mile Marker #79	Madison	Ohio

95	4450 Portage St., NW North Canton, OH 44720	I-77 & Portage St., exit 111	Stark	Ohio

87	3483 Libbey Road Perrysburg, OH 43551 (Toledo)	I-280 & Libbey Road I-80/90 & I-280	Wood	Ohio

15	P.O. Box 125 8834 Lake Road Seville, OH 44273 (Lodi)	I-71, I-76 & US 224 Exit 209 on I-71	Medina	Ohio

58	5400 Seventy Six Drive P.O. Box 4296 Youngstown, OH 44515	I-80 & Route 46, exit 223A	Mahoning	Ohio

59	501 South Morgan Road Oklahoma City, OK 73128 (Oklahoma City West)	I-40 & West, exit 140	Canadian	Oklahoma

36	801 South Council Road Oklahoma City, OK 73128 (Oklahoma City East)	I-40 & Council Road	Oklahoma	Oklahoma

152	P.O. Box 171 Sayre, OK 73662	I-40 & Cemetary Road, exit 26	Beckham	Oklahoma

56	21856 Bents Road, NE Aurora, OR 97002 (Portland)	I-5, Ehlen Road, exit 278	Marion	Oregon

183	790 NW Frontage Road Troutdale, OR 97060	I- 84, exit 17	Multnomah	Oregon

212	6 Buckhorn Road P.O. Box 60 Bloomsburg, PA 17815	I-80, exit 34	Columbia	Pennsylvania

3	245 Allegheny Blvd. Brookville, PA 15825	I-80 & Rt. 36 Exit 13 RD #5	Jefferson	Pennsylvania

TCA Site No.	Mailing Address	Physical Location	County	State

215	4050 Depot Road Erie, PA 16510 (Harborcreek)	I-90, exit 10	Erie	Pennsylvania

213	10835 John Wayne Drive Greencastle, PA 17225	I-81, exit 3	Franklin	Pennsylvania

12	P.O. Box 6535 7848 Linglestown Road Harrisburg, PA 17112	I-81 & SR 39 Manda Hill, exit 27	Dauphin	Pennsylvania

67	5644 SR 8 P.O. Box 333B Harrisville, PA 16038 (Barkeyville)	I-80 & RS 80, exit 3	Venango	Pennsylvania

68	5600 Nittany Valley Drive P.O. Box 278 Lamar, PA 16848	I-80 & SR 64, exit 25	Clinton	Pennsylvania

214	875 N. Eagle Valley Rd. P.O. Box 656 Milesburg, PA 16853	I-80, exit 23	Centre	Pennsylvania

25	1402 E. Main Street Duncan, SC 29334 (Spartanburg)	I-85 & SR 290, exit 63	Spartanburg	South Carolina

179	3014 Paxville Highway Rt. 6, Box 200 Manning, SC 29102	I-95 & SR 261, exit 119	Clarendon	South Carolina

117	13011 Old Hickory Blvd. Antioch, TN 37013	I-24 at Old Hickory Blvd., exit 62	Davidson	Tennessee

140	155 Hwy. 138 Denmark, TN 38391 (Jackson)	I-40 & Hwy 139 (Providence Road), Mile Marker #68	Madison	Tennessee

157	4400 Peytonsville Road Franklin, TN 37064	I-65, exit 61	Williamson	Tennessee

13	608 Lovell Road Knoxville, TN 37932	I-40 & I-75, Exit 374	Knox	Tennessee

TCA Site No.	Mailing Address	Physical Location	County	State

107	615 Watt Road Knoxville, TN 37922 (Knoxville West)2	I-40 & I-75 at Watt Road, exit 369	Loudon/Knox	Tennessee

34	111 N. First Street Nashville, TN 37213	I-24, exit 48	Davidson	Tennessee

55	7000 I-40 East Whitaker Road Amarillo, TX 79118	I-40, exit 74	Potter	Texas

17	6800 Thompson Road Baytown, TX 77522	I-10 & Thompson Road, exit 789	Harris	Texas

230	704 West Interstate 20 P.O. Box 1067 Big Spring, TX 79720	Highway 87 & I-20	Howard	Texas

150	7751, Bonnie View Road Dallas, TX 75241 (Dallas South)	I-20 & I-635, exit 472	Dallas	Texas

104	6420 N. I-35 Denton, TX 76207	6420 & I-35 N Mile Marker #471	Denton	Texas

231	802 E. York, Highway 59 Ganado, TX 77962	US 59, exit 522E	Jackson	Texas

232	4817 I-35 North New Braunfels, TX 78130	I-35, exit 193	Comal	Texas

49	2105 S. Goliad Street P.O. Box 578 Rockwall, TX 75087	I-30 & Rt. 205, exit 68	Rockwall	Texas

147	6170 I-10 East San Antonio, TX 78219	I-10, exit 583	Bexar	Texas

113	P.O. Box 1578 Sweetwater, TX 79556	I-20 & Hopkins Road, exit 242	Nolan	Texas

233	1700 Wilson Road Terrell, TX 75161	I-20, exit 503	Kaufman	Texas

TCA Site No.	Mailing Address	Physical Location	County	State

186	1100 North 130 West P.O. Box 543 Parowan, UT 84761	I-15, exit 78 20 miles North of Cedar City	Iron	Utah

60	8836 N. Highway 40 Tooele, UT 84074 (Salt Lake City)	I-80, exit 99	Tooele	Utah

142	100 N. Carter Road P.O. Box 712 Ashland, VA 23005 (Richmond)	I-95 & Rt. 54, exit 92	Hanover	Virginia

1	10134 Lewiston Rd. P.O. Box 1900 Ashland, VA 23005	I-95 & SR 802 (Lewiston Rd) Exit 89	Hanover	Virginia

21	2905 Lee Highway P.O. Box 305 Troutville, VA 24175 (Roanoke)	I-81 & US 220, exit 150	Botetourt	Virginia

143	1025 Peppers Ferry Rd. P.O. Box 651 Wytheville, VA 24382	I-77, exit 41, I-81, exit 72	Wythe	Virginia

176	46630 North Bend Way P.O. Box 1970 North Bend, WA 98045 (Seattle East)	I-90, exit 34	King	Washington

149	4195 State Rt. 34 Hurricane, WV 25526	I-64 & Rt. 34, exit 39	Putnam	West Virginia

32	RR1 P.O. Box 1521 Valley Grove, WV 26060 (Wheeling)	I-70 at Dallas Pk, exit 11	Ohio	West Virginia

50	5901 Highway 51 P.O. Box 448 DeForest, WI 53532	I-90 & 1-94, exit 132	Dane	Wisconsin

192	713 Highway 12 P.O. Box 230 Hudson, WI 54016	I-94 & US 12, exit 4	St. Croix	Wisconsin

TCA Site No.	Mailing Address	Physical Location	County	State

187	4000 I-80 Service Rd. P.O. Box 5296 Burns, WY 82053 (Cheyenne)	I-80, exit 377, 17 miles East of Cheyenne	Laramie	Wyoming

188	P.O. Box 400 Ft. Bridger, WY 82933	I-80, exit 30, East of Evanston	Uinta	Wyoming

234	1400 Higley Blvd. Exit 214 Rawlins, WY 82301	I-80, exit 214	Carbon	Wyoming

Schedule 1.1(41)(A)

Land included in Landlord Properties

A-1

	3.016 Tuscaloosa, AL
	3501 Buttermilk Road
	Cottondale, AL 35453
	(TCA Site No. 16 - Tuscaloosa)

LEGAL DESCRIPTION

All that certain lot or parcel of land situated in the County of Tuscaloosa, State of Alabama, and being more particularly described as follows:

SURFACE RIGHTS ONLY in and to the following:

A parcel of land located in the Southwest Quarter of the Northeast Quarter and in the Northwest Quarter of the Northeast Quarter and in the Northeast Quarter of the Northeast Quarter of Section 35; Township 21 South, Range 9 West, Huntsville Meridian in Tuscaloosa County, Alabama, and being more particularly described as follows:

As the POINT OF BEGINNING, start at a Concrete Monument accepted to mark the Southeast corner of the Southwest Quarter of the Northeast Quarter of said Section 35, Township 21 South, Range 9 West and run North 1 degrees 32 minutes, 23 seconds West (Magnetic) and along accepted the East boundary of said Southwest Quarter of the Northeast Quarter of Section 35 for a distance of 1324.98 feet to an iron pipe accepted to mark the Northeast corner of said Southwest Quarter of the Northeast Quarter, thence run South 88 degrees 42 minutes 30 seconds East for a distance of 107.80 feet to the centerline of Little Hurricane Creek; thence run North 11 degrees 45 minutes 32 seconds West and along said centerline of said creek for a distance of 89.0 feet to a point; thence run North 84 degrees 58 minutes 25 seconds West for a distance of 1364.77 feet to a point lying on the Eastern right of way margin of the Buttermilk Road, said point lying 100 feet from the relocated centerline of the Buttermilk Road; thence run South 2 degrees 37 minutes 32 seconds East and along said Eastern right of way margin for a distance of 340.34 feet to PT Station 357+61.81, said curve being concave to the West and having a Delta of 3 degrees 30 minutes and a centerline Radius of 11459.19 feet; thence run South 1 degrees 05 minutes 46 seconds East and along said right of way curve for a chord distance of 617.08 feet to a point, said point being Station 351+50 on said right of way; thence run South 61 degrees 56 minutes 19 seconds East and along the right of way for I-59 for a distance of 101.56 feet to a point on a curve being concave to the South and having a Delta of 35 degrees 59 minutes 48 seconds and a Radius of 782.95 feet; thence run South 74 degrees 44 minutes 55 seconds East and along said right of way curve for a chord distance of 204.39 feet to a point; thence run South 45 degrees 16 minutes 33 seconds East and along said right of way for a distance of 192.81 feet to PT Station 717+41.19; thence run South 40 degrees 42 minutes 01 seconds East and along said right of way for a distance of 162.62 feet to a point; thence run South 53 degrees 07 minutes 44 seconds East and along said right of way for a distance of 112.72 feet to PC Station 720+12.72 of a curve being concave to the Northeast and having a Delta of 29 degrees 01 minute and a Radius of 1020.91 feet; thence run South 60 degrees 38 minutes 08 seconds East and along said right of way curve for a chord distance of 266.75 feet to a point, said point lying on the South boundary of the Southwest Quarter of the Northeast Quarter of said Section 35; thence run South 88 degrees 16 minutes 01 seconds East and along said South boundary of the Southwest Quarter of the Northeast Quarter of said Section 35 for a distance of 425.78 feet to the POINT OF BEGINNING, forming an interior angle of closure of 88 degrees 43 minutes 38 seconds. LESS AND EXCEPT any part of the subject property which may be contained within that certain condemnation proceeding filed in the Probate Office of Tuscaloosa County, Alabama, identified by Case No. 87-185, and recorded in Probate Minutes Record 189, at Page 651, et seq. Also LESS AND EXCEPT that certain property described in Deed Book 1006, at Page 318 in said Probate Office.

A-2

	3.054 Mobile, AL
	P.O. Box 419
	Grand Bay, AL 36541
	(TCA Site No. 54 - Mobile)

Legal Description

Commencing at the Northwest corner of Section 25, Township 6 South, Range 4 West, Mobile County, Alabama; thence run North 89 degrees 42 minutes 15 seconds East, 2,639.54 feet to a point; thence run South 00 degrees 31 minutes 00 seconds East 600 feet to a point; thence run North 89 degrees 42 minutes 15 seconds East, 71.53 feet to a point on the East side of the Grand Bay-Wilmer Road, and the Point of Beginning of the property herein described; thence continue North 89 degrees 42 minutes 15 seconds East 588.12 feet to a point; thence run South 00 degrees 31 minutes East, 60.12 feet to a point; thence run North 89 degrees 43 minutes 05 seconds East 329.89 feet to a point; thence run South 00 degrees 28 minutes 23 seconds East, 688.46 feet to a point on the North side of Interstate 10; thence run South 77 degrees 10 minutes 26 seconds West, along the North side of said Interstate 10, 13.97 feet to a point of curve; thence run in a Southwestwardly direction along the North side of Interstate 10, and along the curve which has a Delta angle to the right of 18 degrees 22 minutes 13 seconds and a radius of 1,811.97 feet a distance of 580.95 feet measured along the arc of said curve to a point; thence run North 79 degrees 24 minutes 32 seconds West along the North side of Interstate 10, 163.21 feet to a point; thence run North 38 degrees 20 minutes 43 seconds West along the East side of the Grand Bay-Wilmer Road 258.35 feet to a point, said point being on a curve which has a Delta angle to the left of degrees 19 minutes 11 seconds, and a radius of 1,990.09 feet; thence run in a Northeastwardly direction along the East side of the Grand Bay-Wilmer Road, and along the curve a distance of 288.97 feet measured along the arc of said curve to a point; thence run North 32 degrees 14 minutes 15 seconds West along the East side of the Grand Bay-Wilmer Road 35.52 feet to a point; thence run North 00 degrees 37 minutes 15 seconds East along the East side of the Grand Bay-Wilmer Road 73.54 feet to a point; thence run North 00 degrees 49 minutes 45 seconds West along the East side of the Grand Bay-Wilmer Road 140 feet to a point; thence run North 45 degrees 54 minutes 55 seconds West along the East side of the Grand Bay-Wilmer Road 36.80 feet to the Point of Beginning.

A-3

	3.111 Montgomery, AL
	980 West South Blvd.
	Montgomery, AL 36105
	(TCA Site No. 111)

Legal Description:

All that certain plot, place or parcel of land located in Montgomery County, Alabama bounded and described as follows:

PARCEL ONE:

Beginning at the intersection of the North right-of-way line of South Boulevard (a 00 foot right-of-way) and the East line of the NE 1/4 of the NW 1/4 of Section 35, Township 16 North, Range 17 East, Montgomery County, Alabama, the said point being the SW corner of property now owned by Pure Oil Company; thence from the point of beginning North 78 degrees 11’ West along the North right-of-way line of South Boulevard a distance of 169.00 feet to the point of denied access of Interstate Highway I-65; thence North 37 degrees 23’ West along the Northeasterly right-of-way line of said Interstate Highway a distance of 142.55 feet to an angle in said right-of-way; thence North 09 degrees 26’ East along the Easterly right-of-way line of said Interstate Highway a distance of 737.50 feet to an angle in said right-of-way, the said point being in the SE 1/4 of the SW 1/4 of Section 26, Township l6 North, Range 17 East; thence North 17 degrees 09’ East along the Easterly right-of-way line of said Interstate Highway a distance of 493.50 feet to the East line of the SE 1/4 of the SW 1/4 of said Section 25; thence South 00 degrees 32’ East along the East line of the SE 1/4 of the SE 1/4 of said Section 26 a distance of 559.20 feet to the SE corner of said SE 1/4 of said SE 1/4; thence South 01 degree 26’ West along the East line of the NE 1/4 of the NW 1/4 of said Section 35, which said line is the West line of the property now owned by Pure Oil Company and the Northerly extension thereof a distance of 788.35 feet to the point of beginning; the said land being in the SE 1/4 of the SE 1/4 of Section 26 and in the NE 1/4 of the NW 1/4 of Section 35, Township 16 North, Range 17 East, Montgomery City and County, Alabama.

PARCEL TWO:

A parcel of land located in the NW 1/4 of the NE 1/4, Section 35, Township 16 North, Range 17 East, Montgomery County, Alabama, beginning at the point of intersection of the North-South half section line with the North right-of-way line of Southern Boulevard and point being located North 01 degree 33’ East 543.2 feet from a stone marking the SE corner of said NW 1/4 of NE 1/4 and running thence along said half-section line North 01 degree 33’ East a distance of 500.00 feet; thence South 78 degrees 00’ East and parallel with the North line of Southern Boulevard a distance of 500.00 feet; thence South 01 degree 33’ West and parallel with said half section line a distance of 500.00 feet to a point on the North right-of-way line of the Southern Boulevard; thence North 78 degrees 00’ West 500.00 feet along the North right-of-way line of Southern Boulevard to the point of beginning

LESS AND EXCEPT FROM PARCELS ONE AND TWO THE FOLLOWING:

Commencing at the NW corner of the NW 1/4 of NE 1/4 of Section 35, Township 16 North, Range 17 East; thence Southerly along the West line of said NW 1/4 of NE 1/4 a distance of 782 feet, more or less, to a point that is 100 feet Northeasterly of and at right angles to the centerline of Project No. F-352(18); thence South 81 degrees 39’ East parallel to the centerline of said Project a distance of 280 feet, more or less, to a point that is 100 feet Northeasterly of and at right angles to the centerline of said Project at Station 38+00 and the point of beginning of the property herein described; thence Northeasterly along a straight line a distance of 215 feet, more or less, to a point on the present West right-of-way line of Eisenhower Drive that is 130 feet Northeasterly of and at right angles to the centerline of said Project; thence Southerly along he said present West right-of-way line a distance of 32 feet, more or less, to a point that is 100 feet Northeasterly of and at right angles to the centerline of said Project; thence North 81 degrees 39’ West parallel to the centerline of said Project a distance of 220 feet, more or less, to the point of beginning.

A-4

	3.007 Eloy, AZ
	2949 S. Toltec Road
	Eloy, AZ 85231
	(TCA Site No. 7)

PARCEL NO. 1:

THAT PART OF SECTION 34, TOWNSHIP 7 SOUTH, RANGE 7 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, PINAL COUNTY, ARIZONA, LYING SOUTH OF I-10 AND EAST OF TOLTEC ROAD, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 34;

THENCE SOUTH 00 DEGREES 56 MINUTES 00 SECONDS WEST ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 34, A DISTANCE OF 1403.52 FEET;

THENCE SOUTH 89 DEGREES 04 MINUTES 00 SECONDS EAST PERPENDICULAR TO SAID WEST LINE A DISTANCE OF 100.00 FEET TO A POINT ON THE EAST LINE OF THE WEST 100 FEET OF SAID NORTHWEST QUARTER, SAID POINT ALSO BEING THE BEGINNING OF A CURVE THE RADIUS OF WHICH BEARS SOUTH 89 DEGREES 04 MINUTES 00 SECONDS EAST, A DISTANCE OF 20.00 FEET THEREFROM, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING;

THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, A DISTANCE OF 31.42 FEET TO A POINT OF TANGENCY;

THENCE SOUTH 89 DEGREES 04 MINUTES 00 SECONDS EAST A DISTANCE OF 130.51 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 150.00 FEET;

THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 55 DEGREES 00 MINUTES 00 SECONDS, A DISTANCE OF 143.99 FEET TO A POINT OF TANGENCY;

THENCE NORTH 35 DEGREES 56 MINUTES 00 SECONDS EAST A DISTANCE OF 334.06 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 175.00 FEET;

THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 49 DEGREES 56 MINUTES 23 SECONDS, A DISTANCE OF 152.53 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 325.00 FEET;

THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 40 DEGREES 26 MINUTES 48 SECONDS A DISTANCE OF 229.43 FEET TO A POINT OF TANGENCY;

THENCE SOUTH 53 DEGREES 40 MINUTES 49 SECONDS EAST A DISTANCE OF 390.94 FEET;

THENCE SOUTH 00 DEGREES 56 MINUTES 00 SECONDS WEST, A DISTANCE OF 671.39 FEET;

THENCE NORTH 89 DEGREES 04 MINUTES 00 SECONDS WEST, A DISTANCE OF 1163.50 FEET TO A POINT ON THE EAST LINE OF THE WEST 65.00 FEET OF SAID NORTHWEST QUARTER;

THENCE NORTH 00 DEGREES 56 MINUTES 00 SECONDS EAST ALONG THE LAST DESCRIBED EAST LINE, A DISTANCE OF 120.00 FEET;

THENCE SOUTH 89 DEGREES 04 MINUTES 00 SECONDS EAST, A DISTANCE OF 35.00 FEET TO A POINT ON THE AFOREMENTIONED EAST LINE OF THE WEST 100.00 FEET OF SAID NORTHWEST QUARTER;

THENCE NORTH 00 DEGREES 56 MINUTES 00 SECONDS EAST ALONG SAID EAST LINE, A DISTANCE OF

405.00 FEET TO THE TRUE POINT OF BEGINNING;

EXCEPT ONE-HALF OF ALL MINERALS FOUND UPON OR IN SAID PROPERTY, AS RESERVED BY GLADYS JOHNSTON MARKLEY, IN INSTRUMENT RECORDED NOVEMBER 26, 1958, IN DOCKET 217, PAGE 327.

PARCEL NO. 2:

COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 34;

THENCE SOUTH 00 DEGREES 56 MINUTES 00 SECONDS WEST ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 34, A DISTANCE OF 1007.23 FEET;

THENCE SOUTH 89 DEGREES 04 MINUTES 00 SECONDS EAST PERPENDICULAR TO SAID WEST LINE A DISTANCE OF 100.00 FEET TO A POINT ON THE EAST LINE OF THE WEST 100.00 FEET OF SAID NORTHWEST QUARTER, SAID POINT BEING THE TRUE POINT OF BEGINNING;

THENCE CONTINUING SOUTH 89 DEGREES 04 MINUTES 00 SECONDS EAST, A DISTANCE OF 418.90 FEET TO A POINT ON A CURVE, THE RADIUS OF WHICH BEARS SOUTH 52 DEGREES 47 MINUTES 14 SECONDS EAST, A DISTANCE OF 235.00 FEET THEREFROM;

THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01 DEGREES 16 MINUTES 46 SECONDS A DISTANCE OF 5.25 FEET TO A POINT OF TANGENCY;

THENCE SOUTH 15 DEGREES 56 MINUTES 00 SECONDS WEST, A DISTANCE OF 254.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 150.00 FEET;

THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 55 DEGREES 00 MINUTES 00 SECONDS, A DISTANCE OF 143.99 FEET TO A POINT OF TANGENCY;

THENCE NORTH 89 DEGREES 04 MINUTES 00 SECONDS WEST, A DISTANCE OF 127.28 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 20.00 FEET;

THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, A DISTANCE OF 31.42 FEET TO A POINT OF TANGENCY, SAID POINT ALSO LYING ON SAID EAST LINE OF THE WEST 100.00 FEET OF SAID NORTHWEST QUARTER;

THENCE NORTH 00 DEGREES 56 MINUTES 00 SECONDS EAST ALONG SAID EAST LINE A DISTANCE OF 256.29 FEET TO THE TRUE POINT OF BEGINNING;

EXCEPT ONE-HALF OF ALL MINERALS FOUND UPON OR IN SAID PROPERTY, AS RESERVED BY GLADYS JOHNSTON MARKLEY IN INSTRUMENT RECORDED NOVEMBER 26, 1958 IN DOCKET 217, PAGE 327.

A-5

	3.094 Kingman , AZ
	946 West Beale Street
	Kingman, AZ 86401
	(TCA Site No. 94)

PARCEL NO. 1:

A PORTION OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 23, TOWNSHIP 21 NORTH, RANGE 17 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY, ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHERLY MOST CORNER OF PARCEL “A” AS DELINEATED ON THE PLAT OF RECORD ENTITLED: DEPENDENT RESURVEY & RETRACEMENT OF A PORTION OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 23, TOWNSHIP 21 NORTH, RANGE 17 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY, ARIZONA, RECORDED NOVEMBER 19, 1981, AS RECEPTION NO. 81-41705 IN THE OFFICE OF THE RECORDER, MOHAVE COUNTY, ARIZONA, BEING A 5/8” REBAR W/TAG RLS 8904;

THENCE NORTH 37 DEGREES 57 MINUTES 30 SECONDS EAST, 137.62 FEET TO THE SOUTHWESTERLY RIGHT-OF-WAY LINE FOR U.S. HIGHWAY 93 BEING A POINT IN A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 1959.86 FEET;

THENCE FROM A LOCAL TANGENT BEARING OF NORTH 55 DEGREES 06 MINUTES 12 SECONDS WEST NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 04 DEGREES 03 MINUTES 01 SECONDS, 138.54 FEET TO A 5/8” REBAR W/CAP AT WHICH POINT THE LOCAL TANGENT BEARS NORTH 51 DEGREES 03 MINUTES 11 SECONDS WEST;

THENCE SOUTH 17 DEGREES 17 MINUTES 45 SECONDS WEST, 18.0 FEET;

THENCE SOUTH 52 DEGREES 02 MINUTES 30 SECONDS EAST, 10.0 FEET;

THENCE SOUTH 25 DEGREES 31 MINUTES 29 SECONDS WEST, 65.44 FEET;

THENCE SOUTH 17 DEGREES 17 MINUTES 45 SECONDS WEST, 79.48 FEET TO A 5/8” REBAR W/CAP BEING A POINT IN THE CENTER LINE OF BEACON STREET AS DELINEATED ON THE PLAT OF RECORD FOR BOULDER DAM HIGHWAY ADDITION UNIT 1, AMENDED, RECORDED MAY 23, 1929, RECORDS OF MOHAVE COUNTY, ARIZONA;

THENCE ALONG SAID CENTER LINE SOUTH 52 DEGREES 02 MINUTES 30 SECONDS EAST, 80.00 FEET TO A 5/8” REBAR W/CAP;

THENCE NORTH 37 DEGREES 57 MINUTES 30 SECONDS EAST, 20.00 FEET TO A POINT OF BEGINNING;

(THE ABOVE DESCRIBED PARCEL INCLUDES ALL OR PORTIONS OF LOTS 7, 8, 9, 10, 11, 12, 56, 57, 58, 59, 60 AND 61 SAID BOULDER DAM HIGHWAY ADDITION)

EXCEPT ALL OIL, PETROLEUM, NATURAL GAS, MINERAL RIGHTS AND OTHER HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500 VERTICAL FEET FROM THE SURFACE OF SAID LAND, FOR THE PURPOSE OF EXPLORING FOR, EXTRACTING, MINING, BORING, REMOVING, OR MARKETING SAID SUBSTANCES, HOWEVER, WITHOUT ANY RIGHT OF ANY ENTRY UPON THE SURFACE OF SAID LAND AS SET FORTH IN DEED RECORDED IN BOOK 512 OF OFFICIAL RECORDS, PAGE 58, RECORDS OF MOHAVE COUNTY, ARIZONA.

AND

A PORTION OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 23, TOWNSHIP 21 NORTH, RANGE 17

WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY, ARIZONA, BEING A PORTION OF PARCEL “B”, AS DELINEATED ON THE PLAT OF RECORD ENTITLED: DEPENDENT RESURVEY & RETRACEMENT OF A PORTION OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 23, TOWNSHIP 21 NORTH, RANGE 17 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY, ARIZONA, RECORDED NOVEMBER 19, 1981, AS RECEPTION NO. 81-41705 IN THE OFFICE OF THE RECORDER, MOHAVE COUNTY, ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 23, A BRASS DISC IN HANDHOLE STAMPED “CK 151” HAVING ARIZONA WEST ZONE, TRANSVERSE MERCATOR COORDINATE VALUES OF X = 405701.03; Y = 152550.64;

THENCE ALONG THE EAST - WEST CENTER SECTION LINE OF SAID SECTION 23, NORTH 89 DEGREES 14 MINUTES 30 SECONDS WEST (BASIS OF BEARINGS: GRID NORTH SAID WEST ZONE), 1473.93 FEET (LENGTHS ARE GROUND VALUES MULTIPLY BY 0.9997786 TO OBTAIN GRID VALUES) (SOUTH 89 DEGREES 09 MINUTES WEST, 1474 FEET OR 1474.6 FEET - RECORD) TO A RAILROAD SPIKE BEING A POINT IN THE EAST RIGHT-OF-WAY LINE FOR “F” STREET AS DELINEATED ON THE PLAT OF WEST KINGMAN ADDITION, UNIT 2, RECORDED JUNE 13, 1930;

THENCE ALONG SAID EAST RIGHT-OF-WAY LINE SOUTH 01 DEGREES 09 MINUTES 25 SECONDS WEST, 201.26 FEET (SOUTH - RECORD) TO A 5/8” REBAR W-YELLOW CAP BEING THE SOUTHWEST CORNER OF THE PARCEL DESCRIBED IN BOOK 149 OF DEEDS, PAGE 261 AND THE TRUE POINT OF BEGINNING;

THENCE CONTINUING ALONG SAID EAST RIGHT-OF-WAY LINE FOR “F” STREET SOUTH 01 DEGREES 09 MINUTES 25 SECONDS WEST, 1066.59 FEET (SOUTH - RECORD) TO A 5/8” REBAR W/YELLOW CAP;

THENCE SOUTH 88 DEGREES 22 MINUTES 44 SECONDS EAST, 731.06 FEET TO A 5/8” REBAR W/YELLOW CAP BEING A POINT IN THE WEST LINE OF BLOCK 7, HOLLYWOOD ADDITION, UNIT 1, RECORDED MARCH 25, 1929;

THENCE ALONG SAID WEST LINE NORTH 01 DEGREES 22 MINUTES 18 SECONDS EAST, 429.89 FEET (NORTH - RECORD) TO A 5/8” REBAR W/YELLOW CAP BEING A POINT IN THE SOUTH RIGHT-OF-WAY LINE FOR BEACON STREET AS DELINEATED ON THE PLAT FOR BOULDER DAM HIGHWAY ADDITION, UNIT 1 AMENDED, RECORDED MAY 23, 1929;

THENCE ALONG SAID SOUTH RIGHT-OF-WAY LINE NORTH 52 DEGREES 02 MINUTES 30 SECONDS WEST, 727.07 FEET (NORTH 52 DEGREES 18 MINUTES WEST - RECORD) TO A 5/8” REBAR W/YELLOW CAP BEING A POINT IN THE EAST LINE OF THE PARCEL DESCRIBED IN BOOK 280 OF DEEDS, PAGE 10;

THENCE ALONG SAID EAST LINE NORTH 01 DEGREES 37 MINUTES 16 SECONDS EAST, 49.66 FEET (NORTH - RECORD) TO A 5/8” REBAR W/YELLOW CAP BEING THE SOUTHEAST CORNER OF THE PARCEL DESCRIBED IN BOOK 149 OF DEEDS, PAGE 261;

THENCE ALONG THE SOUTH LINE OF THE PARCEL LAST MENTIONED NORTH 42 DEGREES 37 MINUTES 30 SECONDS WEST, 218.04 FEET (200.65 FEET - RECORD) TO THE POINT OF BEGINNING.

EXCEPT THAT PORTION DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF PARCEL “A” AS DELINEATED ON THE PLAT OF RECORD ENTITLED: DEPENDENT RESURVEY & RETRACEMENT OF A PORTION OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 23, TOWNSHIP 21 NORTH, RANGE 17 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY, ARIZONA, RECORDED NOVEMBER 19, 1981, AT RECEPTION NO. 81-41705 IN THE OFFICE OF THE RECORDER, MOHAVE COUNTY, ARIZONA, BEING A 5/8” REBAR W/CAP;

THENCE ALONG THE EAST LINE OF THE PARCEL DESCRIBED IN BOOK 149 OF DEEDS, PAGE 261, NORTH 01 DEGREES 37 MINUTES 16 SECONDS EAST, 178.06 FEET (NORTH 185.42 FEET - RECORD) TO A RAILROAD SPIKE BEING A POINT IN THE SOUTHWESTERLY RIGHT-OF-WAY LINE FOR U.S. HIGHWAY 93 AND A POINT IN A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF

1959.86 FEET;

THENCE FROM A LOCAL TANGENT BEARING OF SOUTH 46 DEGREES 40 MINUTES 04 SECONDS EAST, SOUTHEASTERLY ALONG THE ARC OF SAID CURVE AND ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 04 DEGREES 23 MINUTES 07 SECONDS, 150.00 FEET TO A 5/8” REBAR W/CAP AT WHICH POINT THE LOCAL TANGENT BEARS SOUTH 51 DEGREES 03 MINUTES 11 SECONDS EAST;

THENCE SOUTH 17 DEGREES 17 MINUTES 45 SECONDS WEST, 18.0 FEET;

THENCE SOUTH 52 DEGREES 02 MINUTES 30 SECONDS EAST, 10.0 FEET;

THENCE SOUTH 25 DEGREES 31 MINUTES 29 SECONDS WEST, 65.44 FEET;

THENCE SOUTH 37 DEGREES 57 MINUTES 30 SECONDS WEST, 20.00 FEET TO A 5/8” REBAR W/CAP BEING A POINT IN THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF BEACON STREET;

THENCE SOUTH 35 DEGREES 37 MINUTES 35 SECONDS WEST, 192.87 FEET TO A P-K FASTENER W/TAG;

THENCE NORTH 88 DEGREES 50 MINUTES 35 SECONDS WEST, 100.00 FEET TO A 5/8” REBAR W/CAP BEING A POINT IN THE EAST RIGHT-OF-WAY LINE FOR “F” STREET AS DELINEATED ON THE PLAT OF RECORD FOR WEST KINGMAN ADDITION, UNIT 2, RECORDED JUNE 13, 1930, RECORDS OF MOHAVE COUNTY, ARIZONA;

THENCE ALONG SAID EAST RIGHT-OF-WAY LINE NORTH 01 DEGREES 09 MINUTES 25 SECONDS EAST, 410.00 FEET TO A 5/8” REBAR W/CAP IN CONCRETE BEING THE SOUTHWEST CORNER OF THE PARCEL DESCRIBED IN BOOK 149 OF DEEDS, PAGE 261;

THENCE ALONG THE SOUTHERLY LINE THEREOF SOUTH 42 DEGREES 37 MINUTES 30 SECONDS EAST, 218.04 FEET (200.65 FEET - RECORD) TO THE POINT OF BEGINNING;

AND

LOTS 6 THROUGH 13, INCLUSIVE, BLOCK 7 OF HOLLYWOOD ADDITION TO KINGMAN UNIT 1, ACCORDING TO THE PLAT THEREOF, RECORDED MARCH 25, 1929, IN THE OFFICE OF THE COUNTY RECORDER OF MOHAVE COUNTY, ARIZONA;

AND

LOTS 14, 15 AND 16, BLOCK 7 OF HOLLYWOOD ADDITION TO KINGMAN UNIT NO. 2, ACCORDING TO THE PLAT THEREOF, RECORDED JUNE 15, 1929, IN THE OFFICE OF THE COUNTY RECORDER OF MOHAVE COUNTY, ARIZONA;

AND

THE SOUTH 20 FEET OF BEACON STREET, AS ABANDONED BY CITY OF KINGMAN RESOLUTION NO. 818, RECORDED FEBRUARY 10, 1982, IN BOOK 786 OF OFFICIAL RECORDS, PAGE 73 AND QUIT CLAIM DEED IN BOOK 786 OF OFFICIAL RECORDS, PAGE 74, CONTIGUOUS WITH LOTS 2 THROUGH 27, INCLUSIVE, BLOCK 4 OF BOULDER DAM HIGHWAY ADDITION, ABANDONED BY CITY OF KINGMAN RESOLUTION NO. 782, RECORDED MAY 15, 1981, IN BOOK 714 OF OFFICIAL RECORDS, PAGE 271, BEING A PORTION OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 23, TOWNSHIP 21 NORTH,

RANGE 17 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY, ARIZONA.

ALSO DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF LOT 16 OF THE HOLLYWOOD ADDITION TO KINGMAN UNIT NO. 2, ACCORDING TO THE PLAT THEREOF RECORDED JUNE 15, 1929 IN THE OFFICE OF THE RECORDER OF MOHAVE COUNTY, STATE OF ARIZONA;

THENCE NORTH 88 DEGREES 22 MINUTES 44 SECONDS WEST 103.54 FEET TO THE SOUTHWEST CORNER OF SAID LOT 16;

THENCE NORTH 01 DEGREES 22 MINUTES 18 SECONDS EAST ALONG THE WEST LINE OF SAID LOT 16, 15 AND A PART OF LOT 14, A DISTANCE OF 115.70 FEET;

THENCE NORTH 88 DEGREES 22 MINUTES 44 SECONDS WEST 731.06 FEET;

THENCE NORTH 01 DEGREES 09 MINUTES 25 SECONDS EAST 656.59 FEET;

THENCE SOUTH 88 DEGREES 50 MINUTES 35 SECONDS EAST 100.00 FEET;

THENCE NORTH 35 DEGREES 37 MINUTES 35 SECONDS EAST 192.87 FEET TO THE SOUTHWESTERLY RIGHT OF WAY LINE OF BEACON STREET (40.00 FEET WIDE, ABANDONED PER CITY OF KINGMAN RESOLUTION NO. 818 RECORDED FEBRUARY 10, 1982 IN BOOK 786 OF OFFICIAL RECORDS, PAGE 73 AND QUIT CLAIM DEED, IN BOOK 786 OF OFFICIAL RECORDS, PAGE 74);

THENCE NORTH 37 DEGREES 57 MINUTES 30 SECONDS EAST 20.00 FEET;

THENCE NORTH 17 DEGREES 17 MINUTES 45 SECONDS EAST 79.48 FEET;

THENCE NORTH 25 DEGREES 31 MINUTES 29 SECONDS EAST 65.44 FEET;

THENCE NORTH 52 DEGREES 02 MINUTES 30 SECONDS WEST 10.00 FEET;

THENCE NORTH 17 DEGREES 17 MINUTES 45 SECONDS EAST 18.00 FEET TO A POINT ON THE SOUTHWESTERLY RIGHT OF WAY OF U.S. HIGHWAY 93 (100.00 FEET WIDE) AND ALSO A POINT ON A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 1,959.86 FEET AND A RADIAL LINE THAT BEARS NORTH 38 DEGREES 56 MINUTES 49 SECONDS EAST;

THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04 DEGREES 03 MINUTES 01 SECONDS AND AN ARC DISTANCE OF 138.54 FEET;

THENCE SOUTH 37 DEGREES 57 MINUTES 30 SECONDS WEST 157.62 FEET;

THENCE SOUTH 52 DEGREES 02 MINUTES 30 SECONDS EAST 558.92 FEET TO A POINT ON THE WEST LINE OF LOT 5 OF THE HOLLYWOOD ADDITION TO KINGMAN UNIT NO. 1;

THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 5 SOUTH 01 DEGREES 22 MINUTES 18 SECONDS WEST 10.24 FEET TO THE NORTHWEST CORNER OF LOT 6 OF THE HOLLYWOOD ADDITION TO KINGMAN UNIT NO. 1;

THENCE ALONG THE NORTHERLY LINE OF SAID LOT 6 SOUTH 83 DEGREES 43 MINUTES 00 SECONDS EAST 106.33 FEET TO THE NORTHEAST CORNER OF SAID LOT 6;

THENCE SOUTHERLY SOUTH 01 DEGREES 37 MINUTES 16 SECONDS WEST 551.61 FEET TO THE POINT OF BEGINNING.

PARCEL NO. 2:

THAT PORTION OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (W1/2 SE1/4 SW1/4) OF SECTION 23, TOWNSHIP 21 NORTH, RANGE 17 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY, ARIZONA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 23, AS SHOWN ON THAT CERTAIN PLAT RECORDED NOVEMBER 19, 1981, AT FEE NO. 81-41705 IN THE RECORDS OF THE MOHAVE COUNTY RECORDER AND RUNNING THENCE SOUTH 89 DEGREES 15 MINUTES 19 SECONDS EAST ALONG THE SOUTH LINE OF SAID SECTION 23, 1452.59 FEET TO THE WEST 1/16 CORNER ON THE SOUTH LINE OF SAID SECTION 23;

THENCE NORTH 01 DEGREES 09 MINUTES 12 SECONDS EAST ALONG THE WEST LINE OF SAID WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (W1/2 SE14 SW1/4), 897.40 FEET TO THE POINT OF BEGINNING AND SOUTHWEST CORNER OF THE PARCEL HEREIN DESCRIBED, SAID POINT BEING THE NORTHWEST CORNER OF THE SOUTHERLY 15 ACRES OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (W1/2 SE1/4 SW1/4) OF SAID SECTION 23;

THENCE CONTINUING NORTH 01 DEGREES 09 MINUTES 12 SECONDS EAST ALONG SAID WEST LINE OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (W1/2 SE1/4 SW1/4), 407.40 FEET TO THE INTERSECTION OF SAID WEST LINE AND THE MONUMENTED ORIGINAL NORTH ALIQUOT 1/16 LINE OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (W1/2 SE1/4 SW1/4) OF SAID SECTION 23, SAID POINT BEING THE NORTHWEST CORNER OF THE PARCEL HEREIN DESCRIBED;

THENCE SOUTH 89 DEGREES 11 MINUTES 30 SECONDS EAST ALONG SAID NORTH LINE OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (W1/2 SE1/4 SW1/4), 106.50 FEET;

THENCE SOUTH 00 DEGREES 48 MINUTES 30 SECONDS WEST, 230.00 FEET;

THENCE SOUTH 89 DEGREES 11 MINUTES 30 SECONDS EAST, 540.00 FEET;

THENCE NORTH 00 DEGREES 48 MINUTES 30 SECONDS EAST, 230.00 FEET TO A POINT LYING ON SAID MONUMENTED ORIGINAL NORTH ALIQUOT 1/16 LINE;

THENCE SOUTH 89 DEGREES 11 MINUTES 30 SECONDS EAST ALONG SAID NORTH ALIQUOT 1/16 LINE, 84.34 FEET TO THE INTERSECTION OF SAID MONUMENTED ORIGINAL NORTH ALIQUOT 1/16 LINE WITH THE WEST LINE OF BLOCK 7 OF THE HOLLYWOOD ADDITION TO KINGMAN, UNIT NO. 2, AS SHOWN ON THE PLAT THEREOF, RECORDED JUNE 15, 1929, SAID POINT BEING THE NORTHEAST CORNER OF THE PARCEL HEREIN DESCRIBED;

THENCE SOUTH 01 DEGREES 22 MINUTES 18 SECONDS WEST ALONG SAID WEST LINE OF BLOCK 7 EXTENDED, 117.35 FEET TO THE INTERSECTION OF SAID WEST LINE WITH THE CENTERLINE OF HOLLY DRIVE AS SAID HOLLY DRIVE IS SHOWN ON THE PLAT OF SAID HOLLYWOOD ADDITION UNIT 2;

THENCE NORTH 88 DEGREES 22 MINUTES 44 SECONDS WEST ALONG SAID CENTERLINE OF HOLLY DRIVE, 21.59 FEET TO THE INTERSECTION WITH THE WEST LINE OF BLOCK 8 OF SAID HOLLYWOOD ADDITION UNIT 2 EXTENDED;

THENCE SOUTH 01 DEGREES 37 MINUTES 16 SECONDS WEST ALONG SAID WEST BOUNDARY OF BLOCK 8, 289.61 FEET TO THE SOUTHEAST CORNER OF THE PARCEL HEREIN DESCRIBED, SAID POINT BEING ON THE NORTH LINE OF THE SOUTHERLY 15 ACRES OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (W1/2 SE1/4 SW1/4) OF SECTION 23;

THENCE NORTH 89 DEGREES 15 MINUTES 19 SECONDS WEST ALONG THE NORTH LINE OF SAID

SOUTHERLY 15 ACRES, 706.43 FEET TO THE POINT OF BEGINNING.

PARCEL NO. 3:

THE SOUTHERLY 15.0 ACRES OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (W 1/2 SE1/4 SW1/4) OF SECTION 23, TOWNSHIP 21 NORTH, RANGE 17 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MOHAVE COUNTY, ARIZONA.

EXCEPT FOR ANY PORTION LYING WITHIN HOLLYWOOD ADDITION TO KINGMAN, UNIT NO. 2, ACCORDING TO THE PLAT THEREOF RECORDED JUNE 15, 1929 IN THE OFFICE OF THE RECORDER OF MOHAVE COUNTY, ARIZONA.

A-6	3.225 Tonopah, AZ
	1010 North 339th Avenue
	Tonopah, AZ 85354
	(TCA Site No. 225)

PARCEL NO. 1: (FEE PARCEL)

THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF SECTION 5, TOWNSHIP 1 NORTH, RANGE 5 WEST, OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA.

EXCEPT THE SOUTH 15 FEET FOR ROAD PURPOSES.

ALSO EXCEPT THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 5, TOWNSHIP 1 NORTH, RANGE 5 WEST, OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, WHICH LIES WITHIN THE FOLLOWING DESCRIBED TRACT OF LAND:

BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 5;

THENCE NORTH 89 DEGREES 58 MINUTES 36 SECONDS WEST ALONG THE NORTH LINE OF SAID SECTION 5, A DISTANCE OF 405.18 FEET;

THENCE SOUTH 54 DEGREES 43 MINUTES 23 SECONDS WEST 154.79 FEET;

THENCE SOUTH 79 DEGREES 39 MINUTES 57 SECONDS WEST 774.31 FEET;

THENCE NORTH 75 DEGREES 01 MINUTES 36 SECONDS WEST 28.56 FEET TO THE WEST LINE OF SAID EAST HALF OF THE NORTHEAST QUARTER;

THENCE SOUTH 00 DEGREES 13 MINUTES 10 SECONDS EAST ALONG SAID WEST LINE A DISTANCE OF 357.72 FEET;

THENCE SOUTH 70 DEGREES 27 MINUTES 10 SECONDS EAST 235.56 FEET;

THENCE SOUTH 47 DEGREES 33 MINUTES 41 SECONDS EAST 563.51 FEET;

THENCE SOUTH 23 DEGREES 11 MINUTES 51 SECONDS EAST 759.29 FEET;

THENCE NORTH 89 DEGREES 48 MINUTES 09 SECONDS EAST 288.55 FEET;

THENCE SOUTH 00 DEGREES 11 MINUTES 51 SECONDS EAST 300.00 FEET;

THENCE NORTH 89 DEGREES 48 MINUTES 09 SECONDS EAST 100 FEET TO THE EAST LINE OF SAID SECTION 5;

THENCE NORTH 00 DEGREES 11 MINUTES 51 SECONDS WEST ALONG SAID EAST SECTION LINE, A DISTANCE OF 2034.12 FEET TO THE POINT OF BEGINNING; AND

EXCEPT ANY PORTION LYING NORTH OF THE NORTH LINE OF EHRENBERG-PHOENIX HIGHWAY, INTERSTATE ROUTE 10 (I-10).

THE FOREGOING PROPERTY IS ALSO DESCRIBED AS FOLLOWS:

PARCEL NO. 1:

A PORTION OF THE NORTHEAST QUARTER OF SECTION 5, TOWNSHIP 1 NORTH, RANGE 5 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 5;

THENCE ALONG THE EAST LINE OF SAID SECTION 5, BEING ALSO THE BASIS OF BEARINGS FOR THIS DESCRIPTION, SOUTH 00 DEGREES 11 MINUTES 51 SECONDS EAST, 2034.11 FEET TO THE TRUE POINT OF BEGINNING;

THENCE CONTINUING SOUTH 00 DEGREES 11 MINUTES 51 SECONDS EAST, 594.97 FEET;

THENCE SOUTH 89 DEGREES 53 MINUTES 20 SECONDS WEST, 1322.58 FEET TO AN IRON BAR WITH CAP LS28232;

THENCE NORTH 00 DEGREES 10 MINUTES 43 SECONDS WEST, 2053.33 FEET TO AN IRON BAR WITH CAP LS6975;

THENCE SOUTH 70 DEGREES 27 MINUTES 10 SECONDS EAST, 235.56 FEET (RECORD), TO AN ARIZONA HIGHWAY RIGHT-OF-WAY MONUMENT;

THENCE SOUTH 47 DEGREES 32 MINUTES 57 SECONDS EAST, 563.51 FEET MEASURED, SOUTH 47 DEGREES 32 MINUTES 41 SECONDS EAST, 563.51 FEET (RECORD) TO AN ARIZONA HIGHWAY RIGHT-OF-WAY MONUMENT;

THENCE SOUTH 23 DEGREES 12 MINUTES 06 SECONDS EAST, 759.15 FEET MEASURED, SOUTH 23 DEGREES 11 MINUTES 51 SECONDS EAST, 759.29 FEET (RECORD) TO AN IRON BAR WITH CAP LS13177;

THENCE NORTH 89 DEGREES 47 MINUTES 14 SECONDS EAST, 288.49 FEET TO A POINT 100.00 FEET WEST OF THE EAST LINE OF SAID SECTION 5, SAID POINT BEING ALSO 0.36 FEET EAST OF A FOUND ARIZONA HIGHWAY RIGHT-OF-WAY MONUMENT;

THENCE SOUTH 00 DEGREES 11 MINUTES 51 SECONDS EAST, 300.00 FEET TO A P.K. SURVEY NAIL WITH BRASS TAG;

THENCE NORTH 89 DEGREES 49 MINUTES 09 SECONDS EAST, 100.00 FEET TO THE TRUE POINT OF BEGINNING.

	3.225 Tonopah, AZ
	1010 North 339th Avenue
	Tonopah, AZ 85354
	(TCA Site No. 225)
	(Leasehold Parcel)

Legal Description

Parcel containing approximately ten (10) acres known as Land # 01.0-N-05.0-W-05-07-031-1003 NWNESE.

A-7	3.226 Willcox, AZ
	1501 N . Fort Grant Road
	Willcox, AZ 85643
	(TCA Site No. 226)

PARCEL NO. 1:

THE SOUTHEAST QUARTER OF SECTION 25, TOWNSHIP 13 SOUTH, RANGE 24 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, COCHISE COUNTY, ARIZONA;

EXCEPT THOSE PARCELS (A), (B), (C), (D), (E), (F), (G), AND (H), DESCRIBED AS FOLLOWS:

PARCEL (A):

BEGINNING AT THE SOUTHEAST CORNER OF SAID SECTION 25;

THENCE NORTH 0 DEGREES 25 MINUTES 00 SECONDS WEST, ALONG THE EAST LINE OF SAID SECTION 25, A DISTANCE OF 351.16 FEET;

THENCE SOUTH 18 DEGREES 30 MINUTES 34 SECONDS WEST, 370.54 FEET TO THE SOUTH LINE OF SAID SECTION 25;

THENCE NORTH 89 DEGREES 53 MINUTES 35 SECONDS EAST, ALONG SAID SOUTH SECTION LINE, A DISTANCE OF 120.18 FEET TO THE POINT OF BEGINNING; AND

PARCEL (B):

BEGINNING AT A POINT ON THE EAST LINE OF SAID SECTION 25, WHICH POINT BEARS NORTH 0 DEGREES 25 MINUTES 00 SECONDS WEST, 351.16 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION 25;

THENCE NORTH 00 DEGREES 25 MINUTES 00 SECONDS WEST, ALONG SAID EAST SECTION LINE, A DISTANCE OF 770.24 FEET;

THENCE SOUTH 89 DEGREES 35 MINUTES 00 SECONDS WEST, 50.00 FEET;

THENCE SOUTH 00 DEGREES 25 MINUTES 00 SECONDS EAST, 142.25 FEET;

THENCE SOUTH 33 DEGREES 16 MINUTES 45 SECONDS WEST, 898.16 FEET;

THENCE SOUTH 60 DEGREES 91 MINUTES 40 SECONDS WEST, 367.16 FEET;

THENCE SOUTH 89 DEGREES 51 MINUTES 40 SECONDS WEST, 961.67 FEET;

THENCE SOUTH 00 DEGREES 05 MINUTES 49 SECONDS EAST, 50.18 FEET TO THE SOUTH LINE OF SAID SECTION 25;

THENCE NORTH 89 DEGREES 53 MINUTES 35 SECONDS EAST, ALONG SAID SOUTH SECTION LINE, A DISTANCE OF 1,732.05 FEET TO A POINT, WHICH POINT BEARS SOUTH 89 DEGREES 53 MINUTES 35 SECONDS WEST, 120.18 FEET FROM THE AFORESAID SOUTHEAST CORNER OF SECTION 25;

THENCE NORTH 18 DEGREES 30 MINUTES 34 SECONDS EAST, 370.54 FEET TO THE POINT OF BEGINNING; AND

PARCEL (C):

BEGINNING AT THE NORTHWEST CORNER OF THE SAID SOUTHEAST QUARTER;

THENCE SOUTH 89 DEGREES 51 MINUTES 04 SECONDS EAST, ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 1,047.48 FEET;

THENCE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST, l,500.69 FEET TO A LINE 1,135.28 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF THE SAID SOUTHEAST QUARTER;

THENCE NORTH 89 DEGREES 57 MINUTES 00 SECONDS WEST, ALONG THE SAID PARALLEL LINE, A DISTANCE OF 1,049.07 FEET TO THE WEST LINE OF THE SAID SOUTHEAST QUARTER;

THENCE NORTH 00 DEGREES 09 MINUTES 43 SECONDS WEST ALONG THE SAID WEST LINE, A DISTANCE OF 1,502.49 FEET TO THE POINT OF BEGINNING; AND

PARCEL (D):

THE NORTH 40.00 FEET OF THE SOUTHEAST QUARTER OF SAID SECTION 25; AND

PARCEL (E):

COMMENCING AT THE NORTHWEST CORNER OF THE SAID SOUTHEAST QUARTER;

THENCE SOUTH 89 DEGREES 51 MINUTES 04 SECONDS EAST, ALONG THE NORTH LINE OF THE SAID SOUTHEAST QUARTER, A DISTANCE OF 1,047.48 FEET TO THE POINT OF BEGINNING;

THENCE CONTINUE SOUTH 89 DEGREES 51 MINUTES 04 SECONDS EAST, ALONG THE SAID NORTH LINE, A DISTANCE OF 312.22 FEET;

THENCE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST, 312.22 FEET;

THENCE NORTH 89 DEGREES 51 MINUTES 04 SECONDS WEST PARALLEL WITH SAID NORTH LINE, A DISTANCE OF 312.22 FEET;

THENCE NORTH 00 DEGREES 13 MINUTES 22 SECONDS WEST, 312.22 FEET TO THE POINT OF BEGINNING; AND

PARCEL (F):

THE SOUTH 950.00 FEET OF THE WEST HALF OF THE WEST HALF OF THE SOUTHEAST QUARTER, AND THE SOUTH 940.00 FEET OF THE WEST HALF OF THE EAST HALF OF THE WEST HALF OF THE SOUTHEAST QUARTER; AND

PARCEL (G):

COMMENCING AT THE NORTHWEST CORNER OF SAID SOUTHEAST QUARTER;

THENCE SOUTH 89 DEGREES 51 MINUTES 04 SECONDS EAST, ALONG THE NORTH LINE OF THE SAID SOUTHEAST QUARTER, A DISTANCE OF 1,047.48 FEET;

THENCE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST, 1,500.69 FEET TO THE POINT OF BEGINNING;

THENCE CONTINUE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST, 1,085.29 FEET TO THE NORTH RIGHT-OF-WAY LINE OF FORT GRANT ROAD;

THENCE NORTH 89 DEGREES 57 MINUTES 00 SECONDS WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 30.00 FEET;

THENCE NORTH 00 DEGREES 13 MINUTES 22 SECONDS WEST, 1,085.29 FEET;

THENCE SOUTH 89 DEGREES 47 MINUTES 00 SECONDS EAST, PARALLEL WITH THE SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 30.00 FEET TO THE POINT OF BEGINNING; AND

PARCEL (H):

COMMENCING AT THE NORTHWEST CORNER OF SAID SOUTHEAST QUARTER;

THENCE NORTH 89 DEGREES 51 MINUTES 04 SECONDS EAST, ALONG THE NORTH LINE OF THE SAID SOUTHEAST QUARTER, A DISTANCE OF 1,407.48 FEET;

THENCE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST, 312.22 FEET TO THE POINT OF BEGINNING;

THENCE SOUTH 89 DEGREES 51 MINUTES 04 SECONDS EAST, PARALLEL WITH THE SAID NORTH LINE, A DISTANCE OF 30.00 FEET;

THENCE SOUTH 00 DEGREES 13 MINUTES 22 SECONDS EAST, 2,273.72 FEET TO THE NORTH RIGHT-OF-WAY LINE OF FORT GRANT ROAD;

THENCE NORTH 89 DEGREES 57 MINUTES 00 SECONDS WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE 30.00 FEET;

THENCE NORTH 00 DEGREES 13 MINUTES 22 SECONDS WEST, 2,273.77 FEET TO THE POINT OF BEGINNING.

LESS AND EXCEPT ANY PORTION OF THE SOUTHEAST QUARTER OF SECTION 25, TOWNSHIP 13 SOUTH, RANGE 2 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, COCHISE COUNTY, ARIZONA, LYING EASTERLY OF THE WEST RIGHT OF WAY LINE OF VIRGINIA AVENUE.

PARCEL NO. 2:

THE SOUTH 950.00 FEET OF THE WEST HALF OF THE WEST HALF OF THE SOUTHEAST QUARTER, AND THE SOUTH 950.00 FEET OF THE WEST HALF OF THE EAST HALF OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SECTION 25, TOWNSHIP 13 SOUTH, RANGE 24 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, COCHISE COUNTY, ARIZONA;

EXCEPTING THEREFROM ANY PORTION LYING WITHIN THE FOLLOWING DESCRIBED PARCEL:

BEGINNING AT A POINT ON THE EAST LINE OF SAID SECTION 25, WHICH POINT BEARS NORTH 00 DEGREES 25 MINUTES 00 SECONDS WEST, 351.16 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION 25;

THENCE NORTH 00 DEGREES 25 MINUTES 00 SECONDS WEST, ALONG SAID EAST SECTION LINE, A DISTANCE OF 770.24 FEET;

THENCE SOUTH 89 DEGREES 35 MINUTES 00 SECONDS WEST, 50.00 FEET;

THENCE SOUTH 00 DEGREES 25 MINUTES 00 SECONDS EAST, 142.25 FEET;

THENCE SOUTH 33 DEGREES 16 MINUTES 45 SECONDS WEST, 898.16 FEET;

THENCE SOUTH 60 DEGREES 91 MINUTES 40 SECONDS WEST, 367.16 FEET;

THENCE SOUTH 89 DEGREES 51 MINUTES 40 SECONDS WEST, 981.67 FEET;

THENCE SOUTH 00 DEGREES 05 MINUTES 49 SECONDS EAST, 50.18 FEET TO THE SOUTH LINE OF SAID SECTION 25;

THENCE NORTH 18 DEGREES 30 MINUTES 34 SECONDS EAST, 370.54 FEET TO THE POINT OF BEGINNING; AND

EXCEPT AN UNDIVIDED 1/8 INTEREST IN AND TO ALL OIL, GAS, COAL AND MINERAL RIGHTS AS SET FORTH IN DOCKET 1340, PAGE 580, DOCKET 1340, PAGE 584 AND IN DOCKET 1340, PAGE 588, RECORDS OF COCHISE COUNTY, ARIZONA.

PARCEL NO. 3:

THE SOUTH 950.00 FEET OF THE SOUTHEAST QUARTER OF SECTION 25, TOWNSHIP 13 SOUTH, RANGE 24 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, COCHISE COUNTY, ARIZONA, LYING WESTERLY OF THE WEST LINE OF VIRGINIA AVENUE DESCRIBED IN DOCUMENT NO. 9203-05002, RECORDS OF COCHISE COUNTY, ARIZONA;

EXCEPT THOSE PARCELS (A) AND (B), DESCRIBED AS FOLLOWS: