**Exhibit10.34**

**AMENDMENTNO. 1 TO THE INTERIM LOAN AGREEMENT**

This AMENDMENT NO. 1 TO THE INTERIM LOAN AGREEMENT(this “**Amendment**”), dated as of February 26,2007, by and among Hospitality Properties Trust (the “**Borrower**”),the Guarantors, Merrill Lynch Capital Corporation, as Administrative Agent (the“**Agent**”), Merrill Lynch, Pierce, Fenner& Smith Incorporated, as Lead Arranger (the “**LeadArranger**”) and the Lenders listed on the signature pages hereto, tothe INTERIM LOAN AGREEMENT (the “**Loan Agreement**”),dated as of January 22, 2007, by and among the Borrower, the Agent, the LeadArranger, the Lenders party thereto and Wachovia Bank, National Association,RBC Capital Markets, UBS Securities LLC and Morgan Stanley Senior Funding Inc.,as Co-Syndication Agents.  All terms usedand not defined herein shall have the meaning given such terms in the Loan Agreement.

**PRELIMINARYSTATEMENTS**

WHEREAS, the Borrower has requested that the RequisiteLenders agree to amend certain provisions of the Loan Agreement;

WHEREAS, the Requisite Lenders have agreed, subject tothe terms and conditions hereinafter set forth, to amend certain provisions ofthe Loan Agreement as set forth below; and

NOW, THEREFORE, in consideration of the premises andfor other good and valuable consideration, the sufficiency and receipt of allof which is hereby acknowledged, the parties hereto hereby agree as follows:

# SECTION 1.           **Amendments**.  As ofthe Amendment Date (as defined below), the Requisite Lenders hereby agree tothe following amendments of the Loan Agreement:

## (a)           Exhibits.  Exhibit D to the Loan Agreement entitled “Formof Notice of Continuation” and Exhibit E to the Loan Agreement entitled “Formof Notice of Conversion” are each hereby amended by deleting such exhibits intheir entirety and replacing them with Exhibit D and Exhibit E attached heretoas Annex I and Annex II, respectively.

## (b)           Definitions.  Section 1.1 of the Loan Agreement is herebyamended by deleting the definition of “Interest Period” in its entirety andreplacing it with the following:

“‘**Interest Period**’ means

(a)            with respect to any LIBOR Loan madeon or after the Effective Date and prior to June 30, 2007, each periodcommencing on the date such LIBOR Loan is made or the last day of the nextpreceding Interest Period for such Loan and ending seven days, fourteen days,one month, two months, three months or six months (or, in the case, of a LIBORLoan pursuant to Section 2.9(b), 14 days) thereafter, or

----

(b)           with respect to any LIBOR Loan madeon or after June 30, 2007, each period commencing on the date such LIBOR Loanis made or the last day of the next preceding Interest Period for such Loan andending one, two, three or six months thereafter,

in each case, as theBorrower may select in a Notice of Borrowing, Notice of Continuation or Noticeof Conversion, as the case may be, except that each Interest Period (other thanan Interest Period for seven or fourteen days or pursuant to Section 2.9(b))that commences on the last Business Day of a calendar month shall end on the lastBusiness Day of the appropriate subsequent calendar month. Notwithstanding theforegoing: (i) if any Interest Period would otherwise end after the MaturityDate, such Interest Period shall end on the Maturity Date; and (ii) eachInterest Period that would otherwise end on a day which is not a Business Dayshall end on the immediately following Business Day (or, if such immediately followingBusiness Day falls in the next calendar month, on the immediately precedingBusiness Day).”

# SECTION 2.           **Conditions to Effectiveness**.   This Amendment shall become effective when,and only when, and as of the date (the “**Amendment Date**”)on which (a) the Agent shall have received counterparts of this Amendmentexecuted by the Borrower and each of the Guarantors and the Requisite Lendersor, as to any of the Requisite Lenders, evidence satisfactory to the Agent thatsuch Requisite Lenders has executed this Amendment, (b) the Agent shall havereceived payment of all accrued fees and expenses of the Agent (including thereasonable and accrued fees of counsel to the Agent invoiced on or prior to thedate hereof) and (c) the Agent shall have received a certificatesigned by a duly authorized officer of the Borrower dated the Amendment Date,to the effect that, after giving effect to this Amendment: (i) therepresentations and warranties contained in Article VI of the Loan Agreementare true and correct in all material respects on and as of the Amendment Date,as though made on and as of such date, except to the extent that such representationsand warranties expressly relate solely to an earlier date (in which case suchrepresentations and warranties were true and accurate on and as of such earlierdate); and (ii) no Default or Eventof Default has occurred or is continuing at the time of the Amendment Date andno Default or Event of Default will occur or be continuing immediately afterthe Amendment Date.

This Amendment is subject to theprovisions of Section 12.6 of the Loan Agreement.

# SECTION 3.           **Representations and Warranties**.  The Borrower represents and warrants asfollows:

## (a)           Therepresentations and warranties contained in Article VI of the Loan Agreement,after giving effect to this Amendment, are true and correct in all materialrespects on and as of the Amendment Date, as though made on and as of suchdate, except to the extent that such representations andwarranties expressly relate solely to an earlier date (in which case suchrepresentations and warranties were true and accurate on and as of such earlierdate).

S-2

----

## (b)           NoDefault or Event of Default has occurred or is continuing at the time of theAmendment Date and no Default or Event of Default will occur or be continuingimmediately after the Amendment Date.

# SECTION 4.           **Reference to and Effect on the Loan Documents**.  (a)  Onand after the Amendment Date, each reference in the Loan Agreement to “*this Agreement*”, “*hereunder*”, “*hereof*” or words of like import referring to the LoanAgreement, and each reference in the other Loan Documents to “*the Agreement*”, “*thereunder*”, “*thereof*”, or words of like import referring to the LoanAgreement shall mean and be a reference to the Loan Agreement, as modifiedhereby.

## (b)           TheLoan Agreement and each of the other Loan Documents, as specifically modifiedby this Amendment, are and shall continue to be in full force and effect andare hereby in all respects ratified and confirmed.

# SECTION 5.           **Affirmation of Guarantors**.  Each Guarantor hereby consents to the amendments to the Loan Agreementeffected hereby, and hereby confirms and agrees that,notwithstanding the effectiveness of this Amendment, the obligations of suchGuarantor contained in the Loan Documents to which it is a party are, and shallremain, in full force and effect and are hereby ratified and confirmed in allrespects, except that, on and after the effectiveness of this Amendment, eachreference in the Loan Agreement and in each of the other Loan Documents to “*the Agreement*”, “*thereunder*”, “*thereof*” or words of like import shall mean and be a referenceto the Loan Agreement, as modified by this Amendment.

# SECTION 6.           **GOVERNING LAW**.  THIS AMENDMENT SHALL BE GOVERNED BY,AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLETO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

# SECTION 7.           **WAIVER OF JURY TRIAL**.  EACH OF THE PARTIES HERETO HEREBYWAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND ORNATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY ORAGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING TO THIS AMENDMENT OR BYREASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN ORAMONG THE PARTIES HERETO OF ANY KIND OR NATURE RELATING TO ANY OF THE LOANDOCUMENTS.

# SECTION 8.           **Execution in Counterparts**.  This Amendment may be executed in anynumber of counterparts and by different parties hereto in separatecounterparts, each of which when so executed and delivered shall be deemed anoriginal, but all of which counterparts together shall constitute but one andthe same instrument.  Delivery of an executed counterpart of asignature page to this Amendment by telecopier shall be effective as deliveryof a manually executed counterpart of this Amendment.

# SECTION 9.           **Costs and Expenses**.  The Borrower hereby agrees to pay all reasonablecosts and expenses associated with the preparation, execution, delivery,administration,

S-3

----

# andenforcement of this Amendment, including, without limitation, the fees andexpenses of the the Agent’s counsel and other out-of-pocket expenses relatedhereto.

S-4

----

IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be executed by their authorized officers all as of the dayand year first above written.
|        | BORROWER:                    |
|--------|------------------------------|
|   |                         |
|   | HOSPITALITY PROPERTIES TRUST |
|   |                         |
|   |                         |
|   | By:                          | /s/ Mark Kleifges |
|   |                         | Name: | Mark Kleifges |
|   |                         | Title: | CFO |

 

S-5

----

##  

|        |   | GUARANTORS:                     |
|--------|--------|---------------------------------|
|   |   |                            |
|   |   | HH HPT SUITE PROPERTIES LLC     |
|   |   | HH HPTCW II PROPERTIES LLC      |
|   |   | HH HPTCY PROPERTIES LLC         |
|   |   | HH HPTMI III PROPERTIES LLC     |
|   |   | HH HPTRI PROPERTIES LLC         |
|   |   | HH HPTWN PROPERTIES LLC         |
|   |   | HPT CW PROPERTIES TRUST         |
|   |   | HPT HSD PROPERTIES TRUST        |
|   |   | HPT IHG CANADA PROPERTIES TRUST |
|   |   | HPT IHG GA PROPERTIES LLC       |
|   |   | HPT IHG PR, INC.                |
|   |   | HPT IHG PROPERTIES TRUST        |
|   |   | HPT IHG-2 PROPERTIES TRUST      |
|   |   | HPTLA PROPERTIES TRUST          |
|   |   | HPT SMOKEY MOUNTAIN LLC         |
|   |   | HPT SUITE PROPERTIES TRUST      |
|   |   | HPTCY PROPERTIES TRUST          |
|   |   | HPTMI HAWAII, INC.              |
|   |   | HPTMI II PROPERTIES TRUST       |
|   |   | HPTMI PROPERTIES TRUST          |
|   |   | HPTRI PROPERTIES TRUST          |
|   |   | HPTSHC PROPERTIES TRUST         |
|   |   | HPTSY PROPERTIES TRUST          |
|   |   | HPTWN PROPERTIES TRUST          |
|   |   | HPT IHG-3 PROPERTIES LLC        |
|   |   | HPT IHG-3 PROPERTIES TRUST      |
|   |   | HPT TA PROPERTIES TRUST         |
|   |   | HPT TA PROPERTIES LLC           |
|   |   |                            |
|   |   | By:                             | /s/ Mark Kleifges |
|   |   |                            | Name: | Mark Kleifges |
|   |   |                            | Title: | CFO |

 

S-6

----

 
|        | MERRILL LYNCH CAPITAL CORPORATION, |
|--------|------------------------------------|
|   | as Agent                           |
|   |                               |   |
|        | By:                                | /s/ Nancy Meadows |
|   |                               | Name: | Nancy Meadows |
|   |                               | Title: | Vice President |

 

S-7

----

 
|        | MERRILL LYNCH, PIERCE, FENNER & SMITH |
|--------|-------------------------------------------|
|   | INCORPORATED, as Lead Arranger            |
|   |                                      |   |
|        | By:                                       | /s/ Nancy Meadows |
|   |                                      | Name: | Nancy Meadows |
|   |                                      | Title: | Vice President |

 

S-8

----

 
|        | MERRILL LYNCH BANK USA, |
|--------|-------------------------|
|   | as Lender               |
|   |                    |   |
|        | By:                     | /s/ Louis Alder |
|   |                    | Name: | Louis Alder |
|   |                    | Title: | Director |

 

S-9

----

 
|        | WACHOVIA BANK, NATIONAL ASSOCIATION, |
|--------|--------------------------------------|
|   | as Lender                            |
|   |                                 |   |
|        | By:                                  | /s/ Dean R. Whitehill |
|   |                                 | Name: | Dean R. Whitehill |
|   |                                 | Title: | Vice President |

 

S-10

----

 
|        | ROYAL BANK OF CANADA, NEW YORK |
|--------|--------------------------------|
|   | BRANCH, as Lender              |
|   |                           |   |
|        | By:                            | /s/ Dan LePage |
|   |                           | Name: | Dan LePage |
|   |                           | Title: | Authorized Signatory |

S-11

----

 
|        | UBS LOAN FINANCE LLC, |
|--------|-----------------------|
|   | as Lender             |
|   |                  |   |
|        | By:                   | /s/ Richard L. Tavrow |
|   |                  | Name: | Richard L. Tavrow |
|   |                  | Title: | Director, Banking Product Services, US |
|   |                  |   |
|   |                  |   |
|   | By:                   | /s/ Iria R. Otsa |
|   |                  | Name: | Iria R. Otsa |
|   |                  | Title: | Associate Director, Banking Product Services, US |

 

S-12

----

 
|        | MORGAN STANLEY SENIOR FUNDING INC., |
|--------|-------------------------------------|
|   | as Lender                           |
|   |                                |   |
|        | By:                                 | /s/ Daniel Twenge |
|   |                                | Name: | Daniel Twenge |
|   |                                | Title: | Vice President, Morgan Stanely Senior Funding, Inc. |

 

S-13

----

Annex I

EXHIBIT D

FORM OF NOTICE OFCONTINUATION

----

Annex II

EXHIBIT E

FORM OF NOTICE OF CONVERSION

----