Exhibit
10.34


AMENDMENT
NO. 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 “Lead
Arranger”) and the Lenders listed on the signature pages hereto, to
the INTERIM LOAN AGREEMENT (the “Loan Agreement”),
dated as of January 22, 2007, by and among the Borrower, the Agent, the Lead
Arranger, 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 used
and not defined herein shall have the meaning given such terms in the Loan Agreement.


PRELIMINARY
STATEMENTS


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


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


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


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


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


(b)           Definitions.  Section 1.1 of the Loan Agreement is hereby
amended by deleting the definition of “Interest Period” in its entirety and
replacing it with the following:


“‘Interest Period’ means


(a)            with respect to any LIBOR Loan made
on or after the Effective Date and prior to June 30, 2007, each period
commencing on the date such LIBOR Loan is made or the last day of the next
preceding 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 LIBOR
Loan pursuant to Section 2.9(b), 14 days) thereafter, or













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


in each case, as the
Borrower may select in a Notice of Borrowing, Notice of Continuation or Notice
of Conversion, as the case may be, except that each Interest Period (other than
an 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 last
Business Day of the appropriate subsequent calendar month. Notwithstanding the
foregoing: (i) if any Interest Period would otherwise end after the Maturity
Date, such Interest Period shall end on the Maturity Date; and (ii) each
Interest Period that would otherwise end on a day which is not a Business Day
shall end on the immediately following Business Day (or, if such immediately following
Business Day falls in the next calendar month, on the immediately preceding
Business 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 Amendment
executed by the Borrower and each of the Guarantors and the Requisite Lenders
or, as to any of the Requisite Lenders, evidence satisfactory to the Agent that
such Requisite Lenders has executed this Amendment, (b) the Agent shall have
received payment of all accrued fees and expenses of the Agent (including the
reasonable and accrued fees of counsel to the Agent invoiced on or prior to the
date hereof) and (c) the Agent shall have received a certificate
signed by a duly authorized officer of the Borrower dated the Amendment Date,
to the effect that, after giving effect to this Amendment: (i) the
representations and warranties contained in Article VI of the Loan Agreement
are 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 representations
and warranties expressly relate solely to an earlier date (in which case such
representations and warranties were true and accurate on and as of such earlier
date); and (ii) no Default or Event
of Default has occurred or is continuing at the time of the Amendment Date and
no Default or Event of Default will occur or be continuing immediately after
the Amendment Date.


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


SECTION 3.           Representations and Warranties.  The Borrower represents and warrants as
follows:


(a)           The
representations and warranties contained in Article VI of the Loan Agreement,
after giving effect to this Amendment, are 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 representations and
warranties expressly relate solely to an earlier date (in which case such
representations and warranties were true and accurate on and as of such earlier
date).



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(b)           No
Default or Event of Default has occurred or is continuing at the time of the
Amendment Date and no Default or Event of Default will occur or be continuing
immediately after the Amendment Date.


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


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


SECTION 5.           Affirmation of Guarantors.  Each Guarantor hereby consents to the amendments to the Loan Agreement
effected hereby, and hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor contained in the Loan Documents to which it is a party are, and shall
remain, in full force and effect and are hereby ratified and confirmed in all
respects, except that, on and after the effectiveness of this Amendment, each
reference 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 reference
to 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 APPLICABLE
TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


SECTION 7.           WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY
WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR
NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR
AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING TO THIS AMENDMENT OR BY
REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR
AMONG THE PARTIES HERETO OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN
DOCUMENTS.


SECTION 8.           Execution in Counterparts.  This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery
of a manually executed counterpart of this Amendment.


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



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and
enforcement of this Amendment, including, without limitation, the fees and
expenses of the the Agent’s counsel and other out-of-pocket expenses related
hereto.



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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their authorized officers all as of the day
and year first above written.


	
  

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  HOSPITALITY PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Kleifges

  
	
   

  	
   

  	
  Name:

  	
  Mark Kleifges

  
	
   

  	
   

  	
  Title:

  	
  CFO

  



 



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  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

  



 



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  MERRILL LYNCH CAPITAL CORPORATION,

  
	
   

  	
  as Agent

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Nancy Meadows

  
	
   

  	
   

  	
  Name:

  	
  Nancy Meadows

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



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  MERRILL LYNCH, PIERCE, FENNER & SMITH 

  
	
   

  	
  INCORPORATED, as Lead Arranger

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Nancy Meadows

  
	
   

  	
   

  	
  Name:

  	
  Nancy Meadows

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



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  MERRILL LYNCH BANK USA,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Louis Alder

  
	
   

  	
   

  	
  Name:

  	
  Louis Alder

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 



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  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Dean R. Whitehill

  
	
   

  	
   

  	
  Name:

  	
  Dean R. Whitehill

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



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  ROYAL BANK OF CANADA, NEW YORK

  
	
   

  	
  BRANCH, as Lender

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Dan LePage

  
	
   

  	
   

  	
  Name:

  	
  Dan LePage

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  




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  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

  



 



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  MORGAN STANLEY SENIOR FUNDING INC.,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Daniel Twenge

  
	
   

  	
   

  	
  Name:

  	
  Daniel Twenge

  
	
   

  	
   

  	
  Title:

  	
  Vice President, Morgan Stanely Senior Funding, Inc.

  



 



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Annex I


EXHIBIT D


FORM OF NOTICE OF
CONTINUATION


















Annex II


EXHIBIT E


FORM OF NOTICE OF CONVERSION