Exhibit 4.1


SUPPLEMENTAL INDENTURE NO. 9


by and between


HOSPITALITY PROPERTIES TRUST


and


U.S. BANK NATIONAL ASSOCIATION,


as Trustee


as of June 15, 2006


SUPPLEMENTAL TO THE INDENTURE DATED AS OF FEBRUARY 25, 1998


________________________


HOSPITALITY PROPERTIES TRUST


6.30% Senior Notes due 2016


________________________


 



  
  















 


This SUPPLEMENTAL INDENTURE NO.
9 (this “Supplemental Indenture”)
made and entered into as of June 15, 2006 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 6.30% Senior Notes due 2016;
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             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.


“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).


“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.



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“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.


“Make-Whole Amount”
means, in connection with any optional
redemption or accelerated payment of any Notes prior to December 15, 2015,
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
December 15, 2015, 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 December 15, 2015, 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 December 15,
2015, 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 6.30% Senior Notes due 2016,
issued under this Supplemental Indenture and the Indenture, as amended or
supplemented from time to time.


“Reinvestment Rate” means a rate per annum equal to the sum
of 0.20% (twenty one hundredths of a percent) plus the yield on treasury
securities at constant maturity under the 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, the case of maturities corresponding to the principal and
interest due on the notes at their maturity, shall be deemed to be
December 15, 2015), 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.



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“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.


ARTICLE 2


TERMS OF THE NOTES


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


(a)           Title; Aggregate Principal Amount; Form of Notes.  The Notes shall be Registered Securities
under the Indenture and shall be known as the Company’s “6.30% Senior Notes due
2016.” The aggregate principal amount of Notes to be authenticated and
delivered under this Supplemental Indenture shall initially be limited to
$275,000,000, except as otherwise permitted by the provisions of the Indenture;
provided that the Company may, without the consent of the Holders of the Notes,
reopen this series and issue additional Notes under the Indenture and this Supplemental
Indenture in addition to the $275,000,000 of Notes authorized as of the date
hereof. 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.



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The Notes will be issued in the
form of one or more registered global securities without coupons (“Global Notes”) which will be deposited
with, or on behalf of, The Depository Trust Company (“DTC”), and registered in the name of DTC’s
nominee, Cede & Co. Except under the circumstance described below, the
Notes will not be issuable in definitive form. Unless and until it is exchanged
in whole or in part for the individual Notes represented thereby, a Global Note
may not be transferred except as a whole by DTC to a nominee of DTC or by a
nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee of DTC
to a successor depositary or any nominee of such successor.


So long as DTC or its nominee is
the registered owner of a Global Note, DTC or such nominee, as the case may be,
will be considered the sole owner or holder of the Notes represented by such
Global Note for all purposes under this Supplemental Indenture. Except as
described below, owners of beneficial interest in Notes evidenced by a Global
Note will not be entitled to have any of the individual Notes represented by
such Global Note registered in their names, will not receive or be entitled to
receive physical delivery of any such Notes in definitive form and will not be
considered the owners or holders thereof under the Indenture or this
Supplemental Indenture.


If DTC is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is
not appointed by the Company within 90 days, the Company will issue individual
Notes in exchange for the Global Note or Global Notes representing such Notes. In
addition, the Company may at any time and in its sole discretion, subject to
certain limitations set forth in the Indenture, determine not to have any of
such Notes represented by one or more Global Notes and, in such event, will
issue individual Notes in exchange for the Global Note or Global Notes
representing the Notes. Individual Notes so issued will be issued in
denominations of $1,000 and integral multiples thereof.


(b)           Interest and Interest Rate.  The Notes will bear interest at a rate of
6.30% per annum, from June 15, 2006 (or, in the case of Notes issued upon the
reopening of this series of Notes, from the date designated by the Company in
connection with such reopening) or from the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for, payable
semi-annually in arrears on June 15 and December 15 of each year,
commencing December 15, 2006, 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”).


(c)           Principal Repayment; Currency.  The stated maturity of the Notes is
June 15, 2016; provided, however, the Notes may be earlier redeemed at the
option of the Company as provided in paragraph (d) 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.



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(d)           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. If the notes are redeemed on or after
December 15, 2015, the redemption price will not include the Make-Whole
Amount.


(e)           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 6.30% Senior Notes due 2016, or as to either party, at such
other address as shall be designated by such party in a written notice to the
other party.


(f)            Global Note Legend.  Each Global Note shall bear the following
legend on the face thereof:


UNLESS
THIS CERTIFICATE 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 CERTIFICATE 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.


(g)           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 3


ADDITIONAL COVENANTS


Section 3.1             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 



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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) (i) 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 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 (ii) 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 limitations 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 



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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.


(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


ADDITIONAL EVENTS OF DEFAULT


Section 4.1             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             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
December 15, 2015, the Make-Whole Amount.


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.



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ARTICLE 6


MISCELLANEOUS


Section 6.1             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             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             This Supplemental Indenture shall
be governed by and construed in accordance with the laws of The Commonwealth of
Massachusetts.


Section 6.4             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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as

  
	
   

  	
        Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Freedman

  
	
   

  	
   

  	
  Name: Susan Freedman

  
	
   

  	
   

  	
  Title: Vice President

  



 


[Signature
Page to Supplemental Indenture No. 9]



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EXHIBIT A


(Face of Note)


6.30% Senior Note due 2016


No.                                                                                                                                                                     $_______________


HOSPITALITY PROPERTIES TRUST


promises to pay to
_______________________________________ or registered assigns, the principal
sum of ______________________ ($_______) on June 15, 2016, 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 June 15 and December 15 (or if
such day is not a Business Day, the next succeeding Business Day), commencing
December 15, 2006.


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


6.30% Senior Note due 2016


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
6.30%.  The Company will pay interest semi-annually
in arrears on June 15 and December 15 of each year, beginning on
December 15, 2006, 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 has been paid or, if no interest has been paid, from
June 15, 2006.


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. 9 dated as of June 15, 2006 (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 $275,000,000.


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



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As used herein the term “Make-Whole Amount” means, in
connection with any optional redemption or accelerated payment of any Notes
prior to December 15, 2015, 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 December 15,
2015, 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 December 15, 2015, 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
December 15, 2015, 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 0.20% (twenty one hundredths
of a 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 December 15,
2015), 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.


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 



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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 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 



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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 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.  Request 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:  _______________


Your Signature:


______________________________


[Sign exactly as your name
appears on

the face of this Note]


Signature
Guarantee:


______________________________


[The
signature must be guaranteed by


an officer of a participant in a
recognized


signature guarantee program.  Notarized


or
witnessed signatures are not acceptable.]



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