**Exhibit 10.19**

 

SECOND AMENDMENT TO MANAGEMENT AGREEMENT

 

THIS SECOND AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) ismade as of March    , 2004 by and between INTERCONTINENTALHOTELS GROUP RESOURCES, INC., a Delaware corporation (“Manager”), and HPT TRSIHG-1, INC., a Maryland corporation (“Owner”).

 

WITNESSETH:

 

WHEREAS Owner and Manager have entered into that certain ManagementAgreement dated as of July 1, 2003 (the “Original Management Agreement”),as amended by First Amendment to Management Agreement dated as ofSeptember 18, 2003 (the “First Amendment”; the Original ManagementAgreement as so amended, the “Management Agreement”); and

 

WHEREAS the Management Agreement contemplated the possible sale of theBuckhead Hotel (as defined in the Management Agreement); and

 

WHEREAS Manager has requested that Owner and HPTSHC Properties Trust (“HPT”)enter into a certain Agreement of Purchase and Sale with Manager and PharrLodge, LLC with respect to the Buckhead Hotel (the “Contract”); and

 

WHEREAS, Owner and HPT are willing to enter into the Contract only ifthis Amendment is executed and delivered by Manager.

 

NOW, THEREFORE, in consideration of the premises, the mutual promisesand covenants herein contained and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, Owner andManager, intending to be legally bound, hereby agree as follows:

 

1.     Ifthe Closing under the Contract shall occur, Owner’s Priority (as defined in theManagement Agreement) shall be reduced as provided in Section 34(b) of theFirst Amendment and the phrase “net proceeds of sale received by Owner orPurchaser” as used in said Section 34(b) shall mean the actual amount receivedby Owner and HPT under the Contract by wire transfer of immediately availablefunds net of (without duplication) closing costs charged to, paid or to be paidby Owner or HPT (including, without limitation, those specified in Section12.03 of the Contract). Further to the foregoing, the parties acknowledge andagree that to the extent such actual amount received by Owner and HPT isincreased or decreased by reason of the closing adjustments required under theContract (including, without limitation, those specified in Article IV andSection 10.02 of the Contract), said “net proceeds of sale received by Owner orPurchaser” will be adjusted.

 

2.     Allpost-Closing adjustments to closing adjustments under the Contract shall be forthe account of Manager. Accordingly, Manager shall be entitled to any amountspayable by Buyer on account of post-Closing adjustments and shall pay (out ofits own funds) any post-Closing adjustments due to Buyer.

 

3.     Ifany adjustment to Owner’s Priority on account of the sale of the Buckhead Hotelshall occur other than on the first day of a month, the monthly installment ofOwner’s Priority 

 

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        for the month in whichsuch adjustment occurs shall be prorated on a daily basis. Owner’s Priorityshall be adjusted on account of the sale of the Buckhead Hotel effective as ofthe date Owner or HPT receives the sale proceeds therefrom if such proceeds arereceived prior to 2:00 P.M. Eastern Standard Time on a Business Day (as definedin the Management Agreement) or on the next succeeding Business Day.

 

4.     Fromand after such Closing, Manager shall indemnify Owner for any claims relatingto (a) Buyer failing to perform the obligations under the Operating Agreements(as defined in the Contract) assumed by it and (b) the Buckhead Hotel for whichManager is responsible under the Management Agreement (determined withoutregard to any termination thereof in its entirety or in part).

 

5.     Beforeand after the Closing, Manager shall indemnify Owner and HPT for any claimsmade by Buyer relating to any matter for which Manager is responsible under theContract or the Management Agreement (determined without regard to anytermination thereof in its entirety or in part).

 

6.     Ownershall be responsible for termination of the existing franchise/licenseagreement pursuant to which the Hotel is currently operated as a SummerfieldSuite Hotel effective as of the Closing.

 

7.     Allreferences in the Management Agreement to the Management Agreement shall bedeemed to be references thereto as amended hereby.

 

8.     Asmodified hereby, the Management Agreement is in full force and effect and ishereby ratified and confirmed.

 

9.     ThisAmendment may be executed in one or more counterparts, all of whichcounterparts shall constitute but one and the same document.

 

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**IN WITNESS WHEREOF**,the parties hereto have duly executed and delivered this Amendment effective asof the day and year first above written.

 
| ** ** | **MANAGER:**             |
|------------|-------------------------------|
| ** ** | ** **                    |
| ** ** | INTERCONTINENTAL HOTELS GROUP |
| ** ** | RESOURCES, INC.               |
|       |                          |
|       | By:                           | /s/ Stevan Porter |
|       | Its:                          | President |
|       |                          |   |
| ** ** | **OWNER:**               |
| ** ** | ** **                    |
| ** ** | HPT TRS IHG-1, INC.           |
| ** ** |                          |
| ** ** | By:                           | /s/ John G. Murray |
| ** ** | Its:                          | Vice President |
|            |                               |  |  |

 

Each of the undersigned by their execution hereof evidence theirconsent to the foregoing and ratify and confirm their respective guarantiesgiven in connection with the Management Agreement.

 
| ** ** | **HOSPITALITY**  **PROPERTIES TRUST** |
|------------|--------------------------------------------|
|       |                                       |
|       |                                       |
|       | By:                                        | /s/ John G. Murray |   |
|       | Its:                                       | President |   |
|       |                                       |
| ** ** | **INTERCONTINENTAL HOTELS GROUP PLC**      |
|       |                                       |
|       |                                       |
|       | By:                                        | /s/ Stevan Porter |   |
|       | Its:                                       | Director |   |

 

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