**Exhibit 10.20**

 

# THIRD AMENDMENT TOMANAGEMENT AGREEMENT

#  

**THIS THIRD AMENDMENT TO MANAGEMENT AGREEMENT**(this “Third Amendment”)is made as of February 16, 2005 by and between HPT TRS IHG-1, INC., a Marylandcorporation (“Owner”),and INTERCONTINENTAL HOTELS GROUP RESOURCES, INC., a Delaware corporation (“Manager”).

 

**WHEREAS**, Owner andManager entered into that certain Management Agreement dated as of July 1,2003, as amended by that certain First Amendment to Management Agreement datedas of September 18, 2003 and that certain Second Amendment to ManagementAgreement dated as of March, 2004 (as so amended, the “Management Agreement”); and

 

**WHEREAS**, Owner andManager wish to amend the Management Agreement, subject to and upon the termsand conditions hereinafter provided;

 

**NOW, THEREFORE,**inconsideration of the mutual promises and covenants herein contained and othergood and valuable consideration, the receipt and sufficiency of which areherein acknowledged, Owner and Manager, intending to be legally bound, herebyagree as follows:

 

1.     Capitalizedterms used in this Third Amendment and not otherwise defined herein shall havethe meaning ascribed thereto in the Management Agreement.

 

2.     Fromand after the date hereof, Section 1.39 (“Guaranty”) of the ManagementAgreement is hereby deleted in its entirety and the following inserted in itsplace:

 

“Guaranty”  shall meanthat certain Amended and Restated Consolidated Guaranty Agreement dated as ofFebruary        , 2005 made by IHG for thebenefit of, interalia, Owner, or, if applicable, the NewStaybridge Guaranty (as defined in such Amended and Restated ConsolidatedGuaranty Agreement), as the same may be amended, supplemented or replaced fromtime to time excluding, however, the New Candlewood Guaranty (as defined insuch Amended and Restated Consolidated Guaranty Agreement) as the same may beamended, supplemented or replaced from time to time.

 

3.     Section17.2 (“Remedies for Manager Default”) of the Management Agreement is herebyamended by deleting the sixth (6th) sentence thereof in its entiretyand inserting the following in its place:

 

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Such liquidated damages shall be equal to the sum of (i) all accruedbut unpaid amounts due to Owner hereunder up until the date of termination,plus (ii) the Outstanding Balance (as defined in the Guaranty), plus (iii) theoutstanding balance of the Deposit.

 

4.     All references in theManagement Agreement to the Management Agreement shall be deemed to bereferences thereto as amended hereby.

 

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

 

6.     This Third Amendment may beexecuted in one or more counterparts, all of which counterparts shallconstitute but one and the same document.

 

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**IN WITNESS WHEREOF**, the parties hereto haveduly executed and delivered this Third Amendment effective as of the day andyear first above written.

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

 

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