**Exhibit 10.21**

 

# **FOURTHAMENDMENT TO MANAGEMENT AGREEMENT**

#  

**THIS FOURTH AMENDMENT TO MANAGEMENT AGREEMENT**(this “Fourth Amendment”)is made as of January 6, 2006 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, that certain Second Amendment to Management Agreementdated as of March, 2004 and that certain Third Amendment to ManagementAgreement dated as of February 16, 2005 (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. Capitalized terms used in this Fourth Amendment and not otherwisedefined herein shall have the meaning ascribed thereto in the ManagementAgreement.

 

2.             Disbursements.Section 10.1(k) of the Management Agreement is hereby deleted in its entiretyand replaced with the following:

 

Eleventh, to replenish any portion of theDeposit which has been drawn upon, regardless of whether such draw was made inconnection with the Secured Obligations or otherwise;

 

3.             Return ofDeposit. Section 17.5(b) of the Management Agreement is hereby deleted inits entirety and replaced with the following:

 

The Owner shall return any outstanding balance of the Deposit toManager within thirty (30) days following the date on which all of the SecuredObligations, and any other obligations secured by the Deposit in any writtenagreement signed by Manager, have been irrevocably satisfied in full.

 

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In addition, Section 17.5(d) of theManagement Agreement is hereby deleted in its entirety.

 

4.             References toManagement Agreement. All references in the Management Agreement to theManagement Agreement shall be deemed to be references thereto as amendedhereby.

 

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

 

6.             Counterparts.This Fourth Amendment 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 haveduly executed and delivered this Fourth 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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