Exhibit 4.1


 


Execution
Version


 




 





 


 


 


 


 


SUPPLEMENTAL
INDENTURE NO. 12


 


by
and between


 


HOSPITALITY
PROPERTIES TRUST


 


and


 


U.S.
BANK NATIONAL ASSOCIATION,


as
Trustee


 


 


 


 


as
of September 28, 2007


 


 


 


SUPPLEMENTAL
TO THE INDENTURE DATED AS OF FEBRUARY 25, 1998


 


 


 


________________________


 


 


HOSPITALITY
PROPERTIES TRUST


 


6.70%
Senior Notes due 2018


 


________________________




 


 


 


 


 





 


 


 

















 


This
SUPPLEMENTAL INDENTURE NO. 12 (this “Supplemental
Indenture”) made and entered into as of September 28, 2007
between HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust
(the “Company”), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).


WITNESSETH
THAT:


 


WHEREAS,
the Company and the Trustee are parties to an Indenture, dated as of February
25, 1998 (the “Indenture”),
relating to the Company’s issuance, from time to time, of various series of
debt securities;


WHEREAS,
the Company has determined to issue debt securities known as its 6.70% Senior
Notes due 2018; and


WHEREAS,
the Indenture provides that certain terms and conditions for each series of
debt securities issued by the Company thereunder may be set forth in an
indenture supplemental to the Indenture;


NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:


ARTICLE 1


DEFINED TERMS


Section 1.1             Terms
Defined in Indenture.  Capitalized
terms used herein and not defined herein have the meanings ascribed to such
terms in the Indenture.


Section 1.2             Supplemental
Definitions.  The following
definitions supplement, and, to the extent inconsistent with, replace the
definitions in Section 101 of the Indenture:


“Acquired Debt” means Debt of a Person (i)
existing at the time such Person becomes a Subsidiary or (ii) assumed in
connection with the acquisition of assets from such Person, in each case, other
than Debt incurred in connection with, or in contemplation of, such Person
becoming a Subsidiary or such acquisition. 
Acquired Debt shall be deemed to be incurred on the date of the related acquisition
of assets from any Person or the date the acquired Person becomes a Subsidiary.


“Additional Notes” has the meaning provided
in Section 2.1(b) hereof.


“Adjusted Total Assets” has the meaning
provided in clause (i) of Section 3.1(a) hereof.


“Annual Debt Service” as of any date means
the maximum amount which is expensed in any 12-month period for interest on
Debt of the Company and its Subsidiaries.


“Business Day” means any day other than a
Saturday or Sunday or a day on which banking institutions in The City of New
York or in the city in which the Corporate Trust Office of the Trustee is
located are required or authorized to close.


 

















 


“Capital Stock” means, with respect to any
Person, any capital stock (including preferred stock), shares, interests,
participation or other ownership interests (however designated) of such Person
and any rights (other than debt securities convertible into or exchangeable for
capital stock), warrants or options to purchase any thereof.


“Consolidated Income Available for Debt Service”
for any period means Earnings from Operations of the Company and its
Subsidiaries plus amounts which have been deducted, and minus amounts which
have been added, for the following (without duplication): (i) interest on Debt
of the Company and its Subsidiaries, (ii) cash reserves made by lessees as
required by the Company’s leases for periodic replacement and refurbishment of
the Company’s assets, (iii) provision for taxes of the Company and its
Subsidiaries based on income, (iv) amortization of debt discount and deferred
financing costs, (v) provisions for gains and losses on properties and property
depreciation and amortization, (vi) the effect of any noncash charge resulting
from a change in accounting principles in determining Earnings from Operations
for such period and (vii) amortization of deferred charges.


“Corporate Trust Office” means One Federal
Street, 3rd  Floor, Boston, Massachusetts 02110, or such other
address as may be designated from time to time by the Trustee by providing
written notice to the Company.


“Debt” of the Company or any Subsidiary
means, without duplication, any indebtedness of the Company or any Subsidiary,
whether or not contingent, in respect of (i) borrowed money or evidenced by
bonds, notes, debentures or similar instruments, (ii) indebtedness for borrowed
money secured by any Encumbrance existing on property owned by the Company or
any Subsidiary, to the extent of the lesser of (x) the amount of indebtedness
so secured and (y) the fair market value of the property subject to such
Encumbrance, (iii) the reimbursement obligations, contingent or otherwise, in
connection with any letters of credit actually issued (other than letters of
credit issued to provide credit enhancement or support with respect to other
indebtedness of the Company or any Subsidiary otherwise reflected as Debt
hereunder) or amounts representing the balance deferred and unpaid of the
purchase price of any property or services, except any such balance that
constitutes an accrued expense or trade payable, or all conditional sale obligations
or obligations under any title retention agreement, (iv) the principal amount
of all obligations of the Company or any Subsidiary with respect to redemption,
repayment or other repurchase of any Disqualified Stock, or (v) any lease of
property by the Company or any Subsidiary as lessee which is reflected on the
Company’s consolidated balance sheet as a capitalized lease in accordance with
GAAP, to the extent, in the case of items of indebtedness under (i) through
(iii) above, that any such items (other than letters of credit) would appear as
a liability on the Company’s consolidated balance sheet in accordance with
GAAP, and also includes, to the extent not otherwise included, any obligation
by the Company or any Subsidiary to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in the ordinary
course of business), Debt of another Person (other than the Company or any
Subsidiary) (it being understood that Debt shall be deemed to be incurred by
the Company or any Subsidiary whenever the Company or such Subsidiary shall
create, assume, guarantee or otherwise become liable in respect thereof).


“Depositary” has the meaning provided in
Section 2.1(d) hereof.


 


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“Disqualified Stock” means, with respect to
any Person, any Capital Stock of such Person which by the terms of such Capital
Stock (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 (i) matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise (other than Capital Stock which is redeemable solely in
exchange for common stock or shares), (ii) is convertible into or exchangeable
or exercisable for Debt or Disqualified Stock, or (iii) is redeemable at the
option of the Holder thereof, in whole or in part (other than Capital Stock
which is redeemable solely in exchange for common stock or shares), in each
case on or prior to the stated maturity of the Notes.


“Earnings from Operations” for any period
means net earnings excluding gains and losses on sales of investments,
extraordinary items, gains and losses from early extinguishment of debt and
property valuation losses, as reflected in the financial statements of the
Company and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP.


“Encumbrance” means any mortgage, lien,
charge, pledge or security interest of any kind.


“Interest Payment Date” has the meaning
provided in Section 2.1(e) hereof.


“Make-Whole Amount” means, in connection with any optional redemption or accelerated payment
of any Notes prior to July 15, 2017, the excess, if any, of (i) the
aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of interest accrued to the date of redemption or
accelerated payment) that would have been payable in respect of such dollar if
such redemption or accelerated payment had been made on July 15, 2017,
determined by discounting, on a semiannual basis, such principal and interest
at the Reinvestment Rate (determined on the third Business Day preceding the
date such notice of redemption is given or declaration of acceleration is made)
from the respective dates on which such principal and interest would have been
payable if such redemption or accelerated payment had been made on
July 15, 2017, over (ii) the aggregate principal amount of the Notes being
redeemed or paid.  In the case of any
redemption or accelerated payment of notes on or after July 15, 2017, the
Make-Whole Amount means zero. For purposes of this Supplemental
Indenture and the Notes, references in the Indenture to the payment of the
principal (and premium, if any) and interest on the Notes shall be deemed to
include the payment of the Make-Whole Amount, if any, due upon redemption with
respect to the Notes.  The Make-Whole
Amount shall be calculated by the Company and set forth in an Officer’s
Certificate delivered to the Trustee, and the Trustee shall be entitled to rely
on said Officer’s Certificate.


“Notes” means the Company’s 6.70% Senior
Notes due 2018, issued under this Supplemental Indenture and the Indenture, as
amended or supplemented from time to time. 
(For the avoidance of doubt, the term “Notes” shall include any
Additional Notes so issued.)


“Regular Record Date” has the meaning
provided in Section 2.1(e) hereof.


“Reinvestment Rate” means a rate per annum
equal to the sum of 0.35% (thirty-five hundredths of one percent) plus the
yield on treasury securities at constant maturity under the 


3

















heading “Week Ending” published in the Statistical Release under the
caption “Treasury Constant Maturities” for the maturity (rounded to the nearest
month) corresponding to the remaining life to maturity (which, in the case of
maturities corresponding to the principal and interest due on the notes at
their maturity, shall be deemed to be July 15, 2017), as of the payment
date of the principal being redeemed or paid. 
If no maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month.  For purposes of calculating the Reinvestment
Rate, the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used.


“Secured Debt” means Debt secured by any
mortgage, lien, charge, pledge or security interest of any kind.


“Statistical Release” means the statistical
release designated “H.15(519)” or any successor publication which is published
weekly by the Federal Reserve System and which establishes yields on actively
traded United States government securities adjusted to constant maturities or,
if such statistical release is not published at the time of any determination
under this Supplemental Indenture, then any publicly available source of
similar market data which shall be designated by the Company.


“Subsidiary” means any corporation or other
entity of which a majority of (i) the voting power of the voting equity
securities or (ii) the outstanding equity interests of which are owned,
directly or indirectly, by the Company or one or more other Subsidiaries of the
Company.  For the purposes of this
definition, “voting equity securities” means equity securities having voting
power for the election of directors, whether at all times or only so long as no
senior class of security has such voting power by reason of any contingency.


“Total Assets” as of any date means the sum
of (i) the Undepreciated Real Estate Assets and (ii) all other assets of the
Company and its Subsidiaries determined in accordance with GAAP (but excluding
accounts receivable and intangibles).


“Total Unencumbered Assets” means the sum
of (i) those Undepreciated Real Estate Assets not subject to an Encumbrance for
borrowed money and (ii) all other assets of the Company and its Subsidiaries
not subject to an Encumbrance for borrowed money determined in accordance with
GAAP (but excluding accounts receivable and intangibles).


“Undepreciated Real Estate Assets” as of
any date means the cost (original cost plus capital improvements) of, real
estate assets of the Company and its Subsidiaries on such date, before
depreciation and amortization determined on a consolidated basis in accordance
with GAAP.


“Unsecured Debt” means Debt which is not
secured by any of the properties of the Company or any Subsidiary.


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ARTICLE 2


TERMS OF THE NOTES


Section 2.1             Terms of
the Notes.  Pursuant to
Section 301 of the Indenture, the Notes shall have the following terms and
conditions:


(a)           Title.  The Notes shall be Registered Securities
under the Indenture and shall be known as the Company’s “6.70% Senior Notes due
2018.”


(b)           Aggregate Principal
Amount.  The aggregate principal
amount of Notes to be authenticated and delivered under this Supplemental Indenture
shall initially be limited to $350,000,000, except as otherwise permitted by
the provisions of the Indenture; provided that the Company may from time to time,
without the consent of the Holders of the Notes, increase the principal amount
of the Notes by issuing additional Securities in the future (the “Additional Notes”)
having the same terms and ranking equally and ratably with the Notes in all
respects and with the same CUSIP number as the Notes, except for the difference
in the issue price and interest accrued prior to the issue date of such
Additional Notes, provided that such Additional Notes constitute part of the
same issue as the Notes for U.S. federal income tax purposes.  Any Additional Notes will be treated as a
single series with the Notes under the Indenture and shall have the same terms
as to status, redemption and otherwise as the Notes, and references herein to
the Notes shall include any Additional Notes.


(c)           Form of Notes.  The Notes (together with the Trustee’s
certificate of authentication) shall be substantially in the form of
Exhibit A hereto, which is hereby incorporated in and made a part of this
Supplemental Indenture.  Any of the Notes may have such letters,
numbers or other marks of identification and such notations, legends, endorsements
or changes as the officers executing the same may approve (execution  thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of the Indenture, or
as may be required by the Depositary or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any securities exchange or automated quotation system on
which the Notes may be listed, or to conform to usage, or to indicate any
special limitations or restrictions to which any particular Notes are subject.


(d)           Registered
Securities in Book Entry Form.   The
Notes shall be issuable in the form of one or more global Securities registered
in the name of The Depository Trust Company’s nominee, and shall be deposited
with, or on behalf of, The Depository Trust Company, New York, New York
(including any successor depositary appointed hereunder, the “Depositary”).  The Notes may be surrendered for registration
of transfer at the office or agency of the Company (including the Corporate
Trust Office of the Trustee) maintained for such purpose, or at any other
office or agency maintained by the Company for such purpose.


So long as the Depositary or its nominee is the registered owner of a Global
Note, the Depositary or its nominee, as the case may be, will be considered the
sole Holder of the Notes represented by such Global Note for all purposes under
the Indenture and this Supplemental Indenture, and the beneficial owners of the
Notes will be entitled only to those 


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rights and benefits afforded to them in accordance with the Depositary’s
regular operating procedures.  Except as
provided below, owners of beneficial interests in a Global Note will not be
entitled to have Notes registered in their names, will not receive or be
entitled to receive physical delivery of Notes in certificated form and will
not be considered the registered owners or Holders thereof under the Indenture
or this Supplemental Indenture.


If (i) the Depositary is at any time unwilling or unable to continue as
depository or if at any time the Depositary ceases to be a clearing agency
registered under the Exchange Act and a successor depository is not appointed
by the Company within 90 days, (ii) an Event of Default relating to the Notes
has occurred and is continuing and the beneficial owners representing a
majority in principal amount of the Notes advise the Depository to cease acting
as depository for the Notes, or (iii) the Company, in its sole discretion,
determines at any time that the Notes shall no longer be represented by a
Global Note, the Company will in accordance with the Indenture issue individual
Notes in certificated form of the same series and like tenor and in the
applicable principal amount in exchange for the Notes represented by the Global
Note.  In any such instance, an owner of
a beneficial interest in a Global Note will be entitled to physical delivery of
individual Notes in certificated form of the same series and like tenor, equal
in principal amount to such beneficial interest and to have the Notes in
certificated form registered in its name. 
Notes so issued in certificated form will be issued in denominations of
$1,000 or any integral multiple thereof and will be issued in registered form
only, without coupons.


(e)           Interest and
Interest Rate.  The Notes will bear
interest at a rate of 6.70% per annum, from September 28, 2007 (or, in the
case of Additional Notes, as provided in Section 2.1(b) above) or from the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for, payable semi-annually in arrears on January 15 and
July 15 of each year, commencing January 15, 2008, or if such day is
not a Business Day, on the next succeeding Business Day (each of which shall be
an “Interest Payment Date”), to
the Persons in whose names the Notes are registered in the Security Register at
the close of business on the day falling 14 calendar days immediately preceding
the applicable Interest Payment Date (whether or not a Business Day), as the
case may be (each, a “Regular Record Date”).


(f)            Principal
Repayment; Currency.  The stated
maturity of the Notes is January 15, 2018; provided, however, the Notes
may be earlier redeemed at the option of the Company as provided in paragraph
(g) below.  The principal of each Note
payable on its maturity date shall be paid against presentation and surrender
thereof at the Corporate Trust Office of the Trustee, in such coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public or private debts. 
The Company will not pay Additional Amounts (as defined in the
Indenture) on the Notes.


(g)           Redemption at the Option of the Company. The Notes will be subject to redemption at any time at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days’ notice to each Holder of Notes to be redeemed at its address appearing in
the Security Register, at a price equal to the sum of (i) the principal amount
of the Notes being redeemed, plus accrued and unpaid interest to but excluding
the applicable Redemption Date, plus (ii) the Make-Whole Amount, if any (it
being understood that if the notes are redeemed on or after July 15, 2017,
the Make-Whole Amount equals zero).


6

















(h)           Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication. Notices to the
Company shall be directed to it at 400 Centre Street, Newton, Massachusetts
02458, Attention:  President; notices to
the Trustee shall be directed to it at One Federal Street, 3rd Floor, Boston,
Massachusetts 02110, Attention: Corporate Trust Department, Re: Hospitality
Properties Trust 6.70% Senior Notes due 2018, or as to either party, at such
other address as shall be designated by such party in a written notice to the
other party.


(i)            Global Note Legend.  Each Global Note shall bear the following
legend on the face thereto and any other appropriate legends specified in an
Officers’ Certificate:


UNLESS THIS NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE
OF SUCH SUCCESSOR.


 


ARTICLE 3


ADDITIONAL COVENANTS


Section 3.1             Additional
Covenants of the Company.  In
addition to the covenants of the Company set forth in Article Ten of the
Indenture, for the benefit of the Holders of the Notes:


(a)           Limitations
on Incurrence of Debt.


(i)            The Company will not,
and will not permit any Subsidiary to, incur any Debt if, immediately after
giving effect to the incurrence of such additional Debt and the application of
the proceeds thereof, the aggregate principal amount of all outstanding Debt of
the Company and its Subsidiaries on a consolidated basis determined in
accordance with GAAP is greater than 60% of the sum (“Adjusted Total Assets”) of (without
duplication) (A) the Total Assets of the Company and its Subsidiaries as of the
end of the calendar quarter covered in the Company’s Annual Report on Form
10-K, or 


 


7

















the
Quarterly Report on Form 10-Q, as the case may be, most recently filed with the
Securities and Exchange Commission (or, if such filing is not permitted under
the Securities Exchange Act of 1934, as amended, with the Trustee) prior to the
incurrence of such additional Debt and (B) the purchase price of any real
estate assets or mortgages receivable acquired, and the amount of any
securities offering proceeds received (to the extent that such proceeds were not
used to acquire real estate assets or mortgages receivable or used to reduce
Debt), by the Company or any Subsidiary since the end of such calendar quarter,
including those proceeds obtained in connection with the incurrence of such
additional Debt.


(ii)           In addition to the
foregoing limitation on the incurrence of Debt, the Company will not, and will
not permit any Subsidiary to, incur any Secured Debt if, immediately after
giving effect to the incurrence of such additional Secured Debt and the
application of the proceeds thereof, the aggregate principal amount of all
outstanding Secured Debt of the Company and its Subsidiaries on a consolidated
basis is greater than 40% of Adjusted Total Assets.


(iii)          In addition to the
foregoing limitations on the incurrence of Debt, the Company will not, and will
not permit any Subsidiary to, incur any Debt if the ratio of Consolidated
Income Available for Debt Service to the Annual Debt Service for the four
consecutive fiscal quarters most recently ended prior to the date on which such
additional Debt is to be incurred shall have been less than 1.5 to 1.0, on a
pro forma basis after giving effect thereto and to the application of the
proceeds therefrom, and calculated on the assumption that (A) such Debt and any
other Debt incurred by the Company and its Subsidiaries since the first day of
such four-quarter period and the application of the proceeds therefrom,
including to refinance other Debt, had occurred at the beginning of such
period; (B) the repayment or retirement of any other Debt by the Company and
its Subsidiaries since the first date of such four-quarter period had been
repaid or retired at the beginning of such period (except that, in making such
computation, the amount of Debt under any revolving credit facility shall be
computed based upon the average daily balance of such Debt during such period);
(C) in the case of Acquired Debt or Debt incurred in connection with any
acquisition since the first day of such four-quarter period, the related
acquisition had occurred as of the first day of such period with appropriate
adjustments with respect to such acquisition being included in such pro forma
calculation; and (D) in the case of any acquisition or disposition by the
Company or its Subsidiaries of any asset or group of assets since the first day
of such four-quarter period, whether by merger, stock purchase or sale, or
asset purchase or sale, such acquisition or disposition or any related
repayment of Debt had occurred as of the first day of such period with the appropriate
adjustments with respect to such acquisition or disposition being included in
such pro forma calculation. If the Debt giving rise to the need to make the
foregoing calculation or any other Debt incurred after the first day of the
relevant four-quarter period bears interest at a floating rate then, for
purposes of calculating the Annual Debt Service, the interest rate on such Debt
shall be computed on a pro forma basis as if the average interest rate which
would have been in effect during the entire such four-quarter period had been
the applicable rate for the entire such period.


8

















(b)           Maintenance of
Total Unencumbered Assets.  The
Company and its Subsidiaries will maintain at all times Total Unencumbered
Assets of not less than 150% of the aggregate outstanding principal amount of
the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.


ARTICLE 4


OTHER PROVISIONS


Section 4.1             Additional
Event of Default.  For purposes of
this Supplemental Indenture and the Notes, in addition to the Events of Default
set forth in Section 501 of the Indenture, it shall also constitute an “Event
of Default” if a default under any bond, debenture, note or other evidence of
indebtedness of the Company (including a default with respect to any other
series of securities), or under any mortgage, indenture or other instrument of
the Company under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company (or by any
Subsidiary, the repayment of which the Company has guaranteed or for which the
Company is directly responsible or liable as obligor or guarantor) having an
aggregate principal amount outstanding of at least $20,000,000, whether such
indebtedness now exists or shall hereafter be incurred or created, which
default shall have resulted in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise have become due and
payable, without such indebtedness having been discharged or such acceleration
having been rescinded or annulled within a period of ten days after there shall
have been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the outstanding Notes, a written notice specifying such default and
requiring the Company to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a “Notice
of Default” hereunder.


Section 4.2             Make-Whole
Amount Upon Acceleration. 
Notwithstanding any provisions to the contrary in the Indenture, upon
any acceleration of the Notes under Section 502 of the Indenture, the
amount immediately due and payable in respect of the Notes shall equal the
Outstanding principal amount thereof, plus accrued and unpaid interest thereon,
plus, if such acceleration occurs prior to July 15, 2017, the Make-Whole
Amount.


Section
4.3             Applicability of
Discharge, Defeasance and Covenant Defeasance Provisions.  The Discharge, Defeasance and Covenant
Defeasance provisions in Article Fourteen of the Indenture will apply to the
Notes.


 


ARTICLE 5


EFFECTIVENESS


This
Supplemental Indenture shall be effective for all purposes as of the date and
time this Supplemental Indenture has been executed and delivered by the Company
and the Trustee in accordance with Article Nine of the Indenture.  As supplemented hereby, the Indenture is
hereby confirmed as being in full force and effect.


 


9
















ARTICLE 6


MISCELLANEOUS


Section 6.1             Separability.  In the event any provision of this
Supplemental Indenture shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof or any provision of the Indenture.


Section 6.2             Construction
of Terms.  To the extent that any
terms of this Supplemental Indenture or the Notes are inconsistent with the
terms of the Indenture, the terms of this Supplemental Indenture or the Notes
shall govern and supersede such inconsistent terms.


Section 6.3             Effect of Headings. The Section headings herein
are for convenience only and shall not affect the construction hereof.


Section 6.4             Governing
Law.  This Supplemental Indenture
shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts.


Section 6.5             Counterparts.  This Supplemental Indenture may be executed
in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.


[Signature Page Follows]


 


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IN
WITNESS WHEREOF, the Company and the Trustee have caused this Supplemental
Indenture to be executed as an instrument under seal in their respective
corporate names as of the date first above written.


HOSPITALITY
PROPERTIES TRUST


 


 


	
  By:

  	
  /s/ John G. Murray

  	
   

  
	
  Name:

  	
   John G. Murray

  	
   

  
	
  Title:

  	
  President and Chief Operating
  Officer

  	
   

  



 


U.S.
BANK NATIONAL ASSOCIATION, as

Trustee


 


 


	
  By:

  	
  /s/ James P. Freeman

  	
   

  
	
  Name:

  	
  James P. Freeman

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  



 


 


 


[Signature Page to Supplemental Indenture No. 12]
















EXHIBIT
A


 


 


 


[Face
of Note]


 


 


 


[Include
only for Global Notes]


 


[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.


 


UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC
OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.]


 


 


 


6.70%
Senior Note due 2018


 


No.                                                                                                                                                                          $                              


 


HOSPITALITY
PROPERTIES TRUST


 


promises to pay to                                        
or registered assigns, the
principal sum of                       
($       ) on January 15, 2018, subject to the terms set forth on the
reverse of this Note and the terms of the Indenture referred to therein.


 


Interest Payment Dates:  Each January 15 and July 15 (or if
such day is not a Business Day, the next succeeding Business Day), commencing
January 15, 2008.


 


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Record
Dates:  The day falling 14 calendar days
prior to any Interest Payment Date.


 


[CUSIP
No:                                      ]


[ISIN
No:                                       ]


 


HOSPITALITY PROPERTIES TRUST


 


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


CERTIFICATE OF AUTHENTICATION


 


Dated:


 


This is one of the Notes referred to in the
within-mentioned Indenture:


 


U.S. BANK NATIONAL ASSOCIATION, as Trustee


 


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  



 


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[THE
FOLLOWING CONSTITUTES THE REVERSE OF THE SECURITY]


 


 


HOSPITALITY
PROPERTIES TRUST


 


6.70%
Senior Note due 2018


 


Capitalized
terms used herein have the meanings assigned to them in the Indenture (as
defined below) unless otherwise indicated.


1.             Interest.  Hospitality Properties Trust, a Maryland real
estate investment trust (the “Company”),
promises to pay interest on the principal amount of this Note at the rate and
in the manner specified below.


The
Company shall pay in cash interest on the principal amount of this Note at the
rate per annum of 6.70%.  The Company
will pay interest semi-annually in arrears on January 15 and July 15
of each year, beginning on January 15, 2008, or if any such day is not a
Business Day (as defined in the Indenture), on the next succeeding Business Day
(each an “Interest Payment Date”),
to Holders of record on the day falling 14 calendar days immediately preceding
such Interest Payment Date (whether or not a Business Day).


Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day
months.  Interest shall accrue from the
most recent date to which interest on the Notes has been paid or, if no
interest has been paid, from September 28, 2007.


2.             Method of Payment.  The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the record date next preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date.  The Company
will pay principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts.  The Company, however, may pay principal,
premium, if any, and interest by check payable in such money.  It may mail an interest check to a Holder’s
registered address.


3.             Indenture.  The Company issued the Notes under an
Indenture dated as of February 25, 1998 and Supplemental Indenture
No. 12 dated as of September 28, 2007 (collectively, the “Indenture”)
between the Company and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as in effect on
the date of the Indenture and Holders of the Notes are referred to the
Indenture and such Act for a statement of such terms.  The terms of the Indenture shall govern any
inconsistencies between the Indenture and the Notes.  The Notes are senior unsecured general
obligations of the Company initially issued in an aggregate principal amount of
$350,000,000.


4.             Optional Redemption.  The Notes will be subject to redemption at
any time at the option of the Company, in whole or in part, upon not less than
30 nor more than 60 days’ notice, at a redemption price equal to the sum of (i)
the principal amount of the Notes being redeemed, 


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plus accrued and unpaid interest
to but excluding the applicable Redemption Date and (ii) the Make-Whole Amount,
if any.


As used herein the term “Make-Whole
Amount” means, in connection with any optional redemption or accelerated
payment of any Notes prior to July 15, 2017, the excess, if any, of (i)
the aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of interest accrued to the date of redemption or
accelerated payment) that would have been payable in respect of such dollar if
such redemption or accelerated payment had been made on July 15, 2017,
determined by discounting, on a semiannual basis, such principal and interest
at the Reinvestment Rate (determined on the third Business Day preceding the
date such notice of redemption is given or declaration of acceleration is made)
from the respective dates on which such principal and interest would have been
payable if such redemption or accelerated payment had been made on
July 15, 2017, over (ii) the aggregate principal amount of the Notes being
redeemed or paid.  In the case of any
redemption or accelerated payment of notes on or after July 15, 2017, the
Make-Whole Amount means zero.  For purposes
of the Indenture and the Notes, references in the Indenture to the payment of
the principal (and premium, if any) and interest on the Notes shall be deemed
to include the payment of the Make-Whole Amount, if any, due upon redemption
with respect to the Notes.  The
Make-Whole Amount shall be calculated by the Company and set forth in an
Officer’s Certificate delivered to the Trustee, and the Trustee shall be
entitled to rely on said Officer’s Certificate.


As
used herein the term “Reinvestment Rate” means a rate per annum equal to the
sum of 0.35% (thirty-five hundredths of one percent) plus the yield on treasury
securities at constant maturity under the heading “Week Ending” published in
the Statistical Release (as defined herein) under the caption “Treasury
Constant Maturities” for the maturity (rounded to the nearest month) corresponding
to the remaining life to maturity (which, in the case of maturities
corresponding to the principal and interest due on the Notes at their maturity,
shall be deemed to be
July 15, 2017), as of the payment date
of the principal being redeemed or paid. 
If no maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month.  For purposes of calculating the Reinvestment
Rate, the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used.


As
used herein the term “Statistical Release” means the statistical release
designated “H.15(519)” or any successor publication which is published weekly
by the Federal Reserve System and which establishes yields on actively traded
United States government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination under the
Indenture, then any publicly available source of similar market data which
shall be designated by the Company.


5.             Mandatory Redemption.  The Company shall not be required to make
sinking fund or redemption payments with respect to the Notes.


 


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6.             Notice of Redemption.  Notice of redemption shall be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at its registered address. 
Notes may be redeemed in part but only in whole multiples of $1,000,
unless all of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date, interest
ceases to accrue on Notes or portions of them called for redemption.


7.             Denominations, Transfer,
Exchange.  The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000 in excess thereof. 
The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Security
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. 
The Security Registrar need not exchange or register the transfer of any
Note or portion of a Note selected for redemption.  Also, it need not exchange or register the
transfer of any Notes for a period of 15 days before the mailing of a notice of
redemption of Notes, or during the period between a record date and the
corresponding Interest Payment Date.


8.             Defaults and Remedies.  In case an Event of Default (as defined in
the Indenture) with respect to the Notes shall have occurred and be continuing,
the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the provisions
provided in the Indenture.


9.             Actions of Holders.  The Indenture contains provisions permitting
the Holders of not less than a majority of the aggregate principal amount of
the outstanding Notes, subject to certain exceptions as provided in the Indenture,
on behalf of the Holders of all such Notes at a meeting duly called and held as
provided in the Indenture, to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided in
the Indenture to be made, given or taken by the Holders of the Notes, including
without limitation, waiving (a) compliance by the Company with certain
provisions of the Indenture, and (b) certain past defaults under the Indenture
and their consequences.  Any resolution
passed or decision taken at any meeting of the Holders of the Notes in
accordance with the provisions of the Indenture shall be conclusive and binding
upon such Holders and upon all future Holders of this Note and other Notes
issued upon the registration of transfer hereof or in exchange heretofore or in
lieu hereof.


10.           Persons Deemed Owners.  The Company, the Trustee, and any agent of
the Company or the Trustee may deem and treat the Person in whose name this
Note is registered on the Security Register as its absolute owner for all
purposes.


11.           Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


12.           Governing Law.  THE INTERNAL LAW OF THE COMMONWEALTH OF
MASSACHUSETTS SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE NOTES.


13.           No Personal Liability.  THE DECLARATION OF TRUST OF THE COMPANY,
AMENDED AND RESTATED ON AUGUST 21, 1995, A COPY OF WHICH, TOGETHER 


 


A-5

















WITH ALL AMENDMENTS AND
SUPPLEMENTS 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 OF TRUST, AS SO AMENDED AND SUPPLEMENTED, COLLECTIVELY AS TRUSTEES,
BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER,
EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY,
JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE
COMPANY.  ALL PERSONS DEALING WITH THE
COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE
PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture.  Requests may be
made to:


	
  Hospitality Properties Trust

  
	
  400
  Centre Street

  
	
  Newton,
  MA 02458

  
	
  Telecopier
  No.: (617) 964-8389

  
	
  Attention:
  President

  



 


 


or such other address as the Company may specify pursuant to the Indenture.


 


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ASSIGNMENT
FORM


 


To
assign this Note, fill in the form below:


 


[I] [We] assign and transfer this
Note to                                                                                                       



                                                                                  [Print or
type assignee’s name, address and zip code]


                                                                     
       [Insert assignee’s soc. sec.
or tax I.D. no.] and irrevocably appoint                                                                                                                  
to transfer this Note on the books of the Company.  The agent may substitute another to act for
him.


Date:                                


 


	
  Signature Guaranteed

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NOTICE: Signature must be guaranteed by an eligible
  Guarantor Institution (banks, stockbrokers, savings and loan associations and
  credit unions) with membership in an approved signature guarantee medallion
  program pursuant to Securities and Exchange Commission Rule 17Ad-15.

  	
   

  	
  NOTICE: The signature to this Assignment must
  correspond with the name as written upon the face of the within Note in every
  particular, without alteration or enlargement or any change whatever.

  	
   

  



 


 


 


 


 


 


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